CLAUSES OF CONTRACT

Presented by

G.Karuppasamy Karthickeyan

Company's Right to Suspend

• The Company may, by written notice to the Contractor, order the Contractor to suspend its performance of the Works at any time and for any reason whatsoever• Such notice shall specify

which parts of the Works are to be so suspended the effective date reasons for such suspension

SUSPENSION

RESUMPTION OF WORKS

Upon receipt of notice from the Company to resume the suspended Works, the Contractor shall as promptly as practicable resume Works to the extent required in the notice.

Any claim on the part of the Contractor for any Variation shall be made in accordance with Clause 15 save that the Contractor shall have no entitlement to a Variation where any suspension is as a result of any act or omission of the Contractor.

CONTRACTOR'S RIGHT TO SUSPEND

If the Company has not paid any undisputed invoice within the time specified in Clause 11.5, and the Contractor has issued• A notice to the Company stating that such invoice has not been paid within a

period of fifteen Days of the date by which payment was due.• Then again the same notice within 30 days of payment due• Forty-five Days after the date by which payment was due under the invoice• Fifteen Days after the second notice was received by the Company

Notice of Termination for Convenience

• The Company may terminate the whole of this Construction Contract or part of the Works at any time at its convenience in accordance with this Clause 17. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the termination of this Construction Contract or the extent of the Works that are terminated and the date upon which such termination becomes effective.• The Contractor shall not be entitled to any payment or compensation in respect of the

termination of the whole of this Construction Contract or the terminated portion of the Works.

TERMINATION FOR CONVENIENCE

Contractor's Obligations upon Termination for Convenience

Upon receipt of any notice delivered by the Company under Clause 17.1, the Contractor shall do the following things • Immediately discontinue work on the date and to the extent specified in the notice• Demobilize and remove from the Site all other construction equipment related to the

Works such as goods, equipment,materials, data, drawings, specifications, designs, licenses construction equipment, materials, tools, and property furnished by the Contractor• co-operate with the Company in the transfer of data, designs, licences and

information and disposition of work in progress so as to mitigate the amount to be paid by the Company• co-operate with the Company in the transfer of data, designs, licences and

information and disposition of work in progress so as to mitigate the amount to be paid by the Company

COMPANY'S REPRESENTATIVE'S DUTIES AND AUTHORITY

The Company shall, within fourteen Days of the Effective Date, notify the Contractor of the name and particulars of the individual that the Company has appointed as the Company's Representative.

The Company's Representative shall carry out the duties specified for him or her in this Construction Contract. The Company's Representative may exercise such authority only as specified in this Construction Contract. The Company may replace the individual appointed as the Company's Representative at any time and at its sole discretion upon written notice to the Contractor

SITE ACCESS

The Contractor acknowledges and agrees that during the performance of the Works EMAL will operate the Existing Smelter Complex• The Company and EMAL require that any disruptions to the operation of the

Existing Smelter Complex and New Operational Facilities resulting from the Works are kept to a minimum. In order to ensure such result, all access to Access Work Areas required by the Contractor is to be controlled by the Company and/or EMAL and/or the EPCM Contractor (as applicable), who shall from time to time issue to the Contractor access permits

As soon as practicable after receipt of a Variation Proposal, the Company shall either:• accept such Variation Proposal and all required adjustments detailed in it • respond with a written notice of the Company’s rejection of all or part of such

Variation Proposal.Immediately upon receipt of the Company’s acceptance of a Variation Proposal pursuant to Clause 15.2(d), the Contractor shall commence carrying out the associated Variation.

COMPANY VARIATION ORDER REQUEST

• The Company may at any time instruct the Contractor to immediately commence carrying out a Variation. If the Company has rejected all or part of a Variation Proposal and the Company has notwithstanding such rejection instructed the Contractor to commence carrying out the associated Variation

• If the Contractor is not happy with the variation he shall comply with such instruction and the disputed parts of the Variation Proposal shall be determined in accordance with Clause 25

VARIATIONS

The Contractor shall not carry out any Variation unless

• it is an Approved Variation specifically instructed to do so by the Company in accordance with Clause 15.2(f) or Clause 15.3(f).

• The Contractor shall not be or become entitled to additional payment for any addition, deletion, alteration or modification to the Works or to any adjustment to the Milestones, the Guaranteed Completion Dates and/or the Contract Price unless such adjustment is reflected in an Approved Variation

CONTRACTOR EVENTS OF DEFAULT

The Company may terminate the whole of this Construction Contract or part of the Works in any one of the following circumstances• If the Contractor fails to perform the Works in accordance with this Construction

Contract• If the Contractor is in breach of any of its obligations, warranties or

representations under this Construction Contract;• If the Contractor fails to make progress in the performance of the Works so as to

endanger performance of this Construction Contract in accordance with the Programme.• If the Contractor fails to provide or maintain the Performance Bond or the Parent

Company Guarantee

LIABILITIES AND INDEMNITIES

The following terms shall have the stated meaning:

• Company Indemnified Parties shall mean the Company and its Affiliates, any Company Contractor, and each of their respective officers, directors, employees, agents and representatives.Party shall mean any one of these persons.

• Contractor Indemnified Parties shall mean the Contractor and its affiliates, any Subcontractor, and each of their respective officers, directors employees, agents and representatives shall mean any one of these persons

CONFIDENTIALITY OBLIGATION

Subject to this Clause 26, each Party shall keep confidential and shall not, without the written consent of the other Party, divulge to any Third Party the terms and conditions of this Construction Contract, or any Documents or other information furnished directly or indirectly by the other Party in connection with this Construction Contract irrespective of whether such information has been furnished prior to the Effective Date or at any time.

WARRANTY

The Works and Facilities shall be • Free from defects in title, design, materials or workmanship• Be designed and fit for the purposes set forth in the Specification Package• Conform to all specifications and all applicable codes and standards• Conform in all respects to the terms and conditions of this Construction Contract• Comply with all Applicable Laws• Be new and of recent manufacture and of good quality, normal fair wear and tear

excepted

DEFECTS LIABILITY PERIODS

Defects Liability Period is nothing but the period of twelve Months from the date of Industrial Completion for the entirety of the Works as evidenced by issuance of an Industrial Completion Certificate

Any Defective Works repaired, replaced, reperformed or otherwise remedied shall be re-warranted (on the basis of the same warranties in Clause 9.1) until the later of the end of the Defects Liability Period for a further twelve months from the date of completion of such repair, replacement, reperformance and/or remedy.

If there is any dispute, controversy or claim between the Parties arising out of relating to, or connected with this Construction Contract the Party asserting the Dispute shall first submit to a committee consisting of a senior officer of each Party a statement setting forth• A succinct summary of the issue in Dispute• Why such Party believes it is a proper subject for resolution by the Dispute

Committee• A proposed remedy for such DisputeTen Days thereafter, the Dispute Committee shall meet in person or by telephone to discuss and resolve the issue

DISPUTES AND ARBITRATION

TECHNICAL COMMITTEE • If the Contractor and the Company fail to settle the Dispute within the forty Day period

but the Dispute is agreed by them in writing to be a technical matter it shall be referred to a technical committee of three specialists.One specialist shall be nominated by each Party to the Dispute.

• Those two specialists shall jointly nominate a third specialist but if they are unable to agree on any such joint nomination within thirty (30) Days the third specialist shall be nominated by the President for the time being of the ICC International Centre for Expertise. The Technical Committee must settle the Dispute within forty Days of its formation

• The decision of the majority of this Technical Committee shall be final and binding on the Parties to the Dispute

RULES

The following principles shall apply in any arbitration under this Construction Contract, unless the Parties unanimously agree otherwise in writing

• All Disputes arising out of, or in connection with, this Construction Contract shall be finally settled by binding arbitration under the Rules of the LCIA by three arbitrators Party shall nominate one arbitrator in accordance with the said Rules and the third will be nominated by the agreement of the two arbitrators so nominated within thirty Days of the nomination of the second arbitration in time

• The arbitration proceedings shall be conducted in the English language and the arbitrators shall be fluent in the English language

• The seat of arbitration shall be London, with the venue being Abu Dhabi

CONDITIONS OF FINAL COMPLETION

Final Completion shall occur on the date when all of the following conditions have been satisfied:

• the Defects Liability Period has expired

• the Contractor has completed all the Works required by this Construction Contract (including those pursuant to Clause 9 and all Punch-List Items)

• there are no outstanding claims or Disputes between the Parties

FINAL COMPLETION CERTIFICATE

The Contractor may apply by notice to the Company for the issuance of the Final Completion Certificate and the Company shall within sixty Days, either:

• Issue the Final Completion Certificate to the Contractor dated as of the date on which the last of the conditions of Clause 8.7 have been satisfied; or

• Reject the application, giving its reasons and specifying, if applicable, which of the conditions of Clause 8.7 remain to be satisfied, in which case the Contractor shall then complete such Works as may be required in order to satisfy the conditions of Clause 8.7 before making a further application under this Clause 8.8 for the issuance of the Final Completion Certificate

CONDITIONS OF INDUSTRIAL COMPLETION

Industrial Completion of the entire Works and Facilities will be achieved when the following requirements have been met

• Mechanical Completion has occurred;• All Punch-List Items have been completed• The Performance Bond is valid and enforceable in accordance with Clause 13• The liquidated damages payable by the Contractor to the Company pursuant to

Clause 7 have been paid and/or satisfied• The Contractor has paid any other amounts owing to the Company pursuant to the

terms of this Construction Contract

• All final as-built drawings for the Works and all documents required to be provided to the Company by the Contractor

• The Contractor has returned all Company Items and removed all of its construction materials, temporary facilities, equipment, scaffolding, obstacles, waste material and rubbish from the Taweelah Site and/or any other Site, except for construction materials and facilities required for Works.

• All Works required pursuant to this Construction Contract to be completed on or before Industrial Completion have been completed in accordance with this Construction Contract

INDUSTRIAL COMPLETION CERTIFICATE

Industrial Completion Certificate in the form set out when the conditions set forth in Clause 8.3 have been met. The Contractor may apply by notice to the Company for the issuance of the Industrial Completion Certificate and the Company shall within sixty Days after receipt of the Contractor's application

• Issue the Industrial Completion Certificate to the Contractor should be dated

• Reject the application, giving its reasons and specifying, if applicable,which of the conditions of Clause 8.3 remain to be satisfied, in which case the Contractor shall then complete such Works as may be required in order to satisfy the conditions of Clause 8.3 before making a further application

LIMITATIONS ON LIABILITY

The Liability Limitation shall not apply to or be reduced by• liabilities to the extent that the same are covered by corresponding payments

received by the Contractor pursuant to insurance policies effected and maintained in accordance with this Construction Contract• the Contractor's liability in the case of fraud, fraudulent misrepresentation, Wilful

Misconduct or corrupt practices;• any cost to the Contractor arising out of the re-performance of any Works or the

remedy of any Defect on the terms set out in this Construction Contract• the Contractor's liability in respect of its Indemnity obligations under this

Construction Contract

NOTICE OF TRANSFER

• EMAL may at any time deliver a notice to the Contractor in accordance with Clause 29 confirming to the Contractor that as of the date of delivery of the Notice of Transfer (the Notification Date) all rights, obligations and liabilities under this Construction Contract of EMAL and EMAL Subsidiary shall be treated for all purposes under this Construction Contract

• Otherwise than where expressly stated in this Construction Contract, up to the Notification Date, all rights, obligations and liabilities of the Company under this Construction Contract shall be the exclusive rights, obligations and liabilities of EMAL Subsidiary and the Contractor shall be liable to EMAL Subsidiary for the Contractor’s obligations and liabilities under this Construction Contract

COMMENCEMENT AND PROGRESS OF THE WORKS

Following receipt of the Notice to Proceed, the Contractor shall, on the Commencement Date, commence and expeditiously and diligently perform the Works in accordance with this Construction Contract.

• If at any time the Contractor's actual progress of the Works is inadequate to meet any Guaranteed Completion Date and/or the Programme (including if the Contractor's progress is ten or more Days late as measured against the critical path of the Programme), the Company may by notice to the Contractor require the Contractor to promptly take such steps as may be necessary to improve the progress of the Works by implementing some steps like increase in the Contractor's labour force, the number of shifts worked, overtime operations and/or additional Days of work per Week.

PROGRAMME

Having regard to all Milestones and the Guaranteed Completion Dates, the Contractor shall, within fourteen Days of the Commencement Date, submit to the Company for approval (in such form and detail as reasonably required by, and as previously advised in writing by, the Company), a programme detailing how and when the Contractor proposes to carry out each stage of the Works the order in which the Contractor proposes to carry out the Works• All major events and activities in the manufacture and transportation• All other principal activities to be undertaken by the Contractor under this

Construction Contract• The sequence of all tests specified in, or otherwise required to be carried out

by, this Construction Contract• A precedence network diagram using the critical path method (CPM)

NOTICESAny notice provided for by the terms and conditions of this Construction Contract shall be in writing and shall be deemed effective as follows• if delivered personally, upon delivery • if sent by post, upon certified receipt• if sent by a courier service, upon receipt• if sent by facsimile transfer and if sender's transmission report shows the entire

facsimile to have been received by the recipient, when dispatched.• A notice received or deemed to be received in accordance with this Clause 29 on

a day which is not a Business Day or after 5 p.m. on any Business Day, according to local time in the place of receipt, shall be deemed to be received on the next following Business Day

TAXES

The Contractor acknowledges that it has taken into account in establishing the Contract Price, the unit rates, service rates and all other prices and fees set out in Exhibit B, all taxes including withholding taxes (if any) fees, levies, imposts,duties, charges, dues or assessments of any nature

• The Contractor agrees that it shall be liable for all Taxes arising out of the Contractor's or any Subcontractor's performance of the Works

• All port dues, landing charges, pilotage, lighterage, legalisation fees and fees in connection with other customs formalities and all other dues and charges

SCHEDULE OF VALUES

• To establish a basis for payment against lump sum items set forth in the Contractor shall, within ten Days after the Effective Date, provide a lump sum breakdown which proposes:

• A reasonable number of measurable interim tasks required to accomplish each lump sum item having regard to the Milestones set out

• An allocation of the price to each task with reasonable relationship to the costs incurred in its accomplishment.

SAFETY PLAN

• The Contractor shall comply with and shall ensure that all of its Subcontractors comply with all Applicable Laws and Good Industry Practice relating to the health and safety of personnel carrying out the Works

• The Contractor shall prepare and implement a safety plan.The prepared shall be submitted to the Company for approval within thirty Days of the Effective Date.

• The Contractor shall enforce strict discipline and good order among its employees Contractor shall not permit any person to be employed under this Construction Contract if such person is unfit or not skilled in the tasks assigned to them

RETENTION AMOUNT

• The Company shall pay correct and undisputed invoices from the Contractor within sixty Days of receipt by the Company of such invoice to the bank account designated.Payment shall be deemed made as of the date of transfer from the Company's bank.

• The Company shall be entitled to withhold payment of ten percent of the amount of any undisputed invoice issued by the Contractor under this Construction Contract

• The Company shall pay to the Contractor the aggregate of all Retention Amounts then held by the Company less any amount within sixty Days of the date of issue of the Industrial Completion Certificate

QUALITY PLAN

• The Contractor shall prepare and implement a quality assurance and quality control plan that shall be capable of demonstrating the Contractor's compliance with the requirements of this Construction Contract and shall be submitted to the Company for approval within thirty Days of the Effective Date

• The Company shall be entitled to audit any aspect of the Quality Plan and require that corrective action be taken in respect of any deficiency identified thereby

POLICIES

The Contractor shall purchase and maintain at least all of the minimum insurance coverages described below with underwriters and on policies acceptable to the Company. The Contractor shall secure and maintain

• Commercial general liability insurance, including contractual liability, sudden and accidental pollution, seepage, contamination liability and the Contractor's protective liability insuring the indemnity agreements with limits of not less than five million United States Dollars

• If vehicles are used in the performance of the Works, difference in limits insurance for automobile liability insurance for owned, hired, or non-owned vehicles used by the Contractor in the performance of the Works with limits of one million United States Dollars

• workman's compensation insurance to cover all sums which the Contractor shall become required to pay in accordance with Applicable Laws

• workman's compensation insurance to cover all sums which the Contractor shall become required to pay in accordance with Applicable Laws