36 Notices, Claims and Notifications ..............................................................................................72 37 General Representations and Warranties .................................................................................73 38 Miscellaneous ............................................................................................................................74Appendix A Scope of Work Appendix B Compensation Appendix C Contract Schedule Appendix D Administration Requirements Appendix E Company's Documents Appendix F Contractor's Documents Appendix G Company's Obligations Appendix H Subcontractors Appendix I Insurances Appendix J Standard Performance and Guarantee Bond Appendix K Form of Novation Appendix L Parent Company Guarantee Appendix M Local Requirements – N/A Appendix N ECA Financing Requirements2 INTERPRETATION AND CONTRACT DOCUMENTS 2.1 Interpretation of the Contract In the Contract:(a) words importing the singular shall include the plural and vice versa except where the context otherwise requires;(b) the words "include" and "including" are to be construed without limitation;(c) any reference to a "person" shall be construed as including reference to any individual, corporation, firm, partnership, joint venture, association, organisation, trust or Public Authority (in each case whether or not having separate legal personality);(d) references to any Applicable Laws shall be treated as including reference to Applicable Laws as the same may be amended from time to time, or which may replace or consolidate the same, in each case whether such amendment, replacement or consolidation occurred before or after the Contract Date (but without prejudice to Art. 7.1(b) to 7.1(d));(e) references to contracts, agreements and instruments concluded between the Company or the Company Group and any other person shall be treated as including reference to such contracts, agreements or instruments as amended, supplemented, substituted, novated or assigned from time to time;(f) except where it is expressly stated to the contrary, any reference to: "day" means a calendar day (including Saturday, Sunday and holidays); "week" means any period of seven days and "month" means a calendar month of the Gregorian Calendar;(g) all headings, titles and references thereto are included for ease of reference and shall not constitute a part of the Contract, nor affect its interpretation;3 CONTRACT DATE 3.1 The Contract shall come into effect on the Contract Date.from external counsel) in a form and substance satisfactory to the Company and its Lenders, covering the capacity, power and authority of each entity forming the Contractor to enter into the Contract and the Direct Agreement; and(e) With any request, the Contractor shall submit the name and contact details of the proposed Contractor Representative, or the persons listed in Appendix D (Administration Requirements) and any further information the Company may require to consider the Contractor's request. The Company's approval shall not be unreasonably withheld (especially if in the case of death, long term illness, retirement or cessation of employment) and shall be deemed to have been given in relation to the appointment of individuals specifically named in Appendix D (Administration Requirements).(f) The Contractor acknowledges that only the Company's Representative and his deputies shall be authorised to issue instructions to the Contractor on behalf of the Company under or in connection with the Contract. The Contractor shall inform the Company's Representative if other persons attempt to issue instructions to the Contractor on behalf of the Company and the Company shall not be bound by any such purported instructions.(g) All notices, permissions, claims, instructions, consents, approvals, information and other communications given by the Contractor to the Company under the Contract shall be given to the Company's Representative.(h) The Contractor shall at his own cost replace personnel who in the Company's opinion:(i) conduct themselves in a manner which is prejudicial to, or does not comply with, safety, environmental or other regulations at Site;(ii) persist in any misconduct or lack of care; (iii) carry out duties incompetently or negligently; or (iv) fails to conform with any provisions of the Contract.(i) At the request of the Contractor, the Company shall provide its reasons for requesting any such replacement of personnel.(j) If a person appointed to a key position listed in Appendix D (Administration Requirements) or a Contractor's Representative is removed from that position the Contractor shall be responsible for promptly engaging a replacement. The Contractor shall only appoint a replacement with a person of similar qualifications, skill and experience to the person being replaced. If any proposed replacement is not approved by the Company in accordance with Art. 4.1(d), the Contractor shall propose such further replacements until the replacement is approved by the Company.(i) persons are appointed to the key positions listed in Appendix D (Administration Requirements), and commence performing services in connection with the Contract in relation to their respective positions, by the date specified in Appendix C (Contract Schedule), and for the duration of the Contract; and(ii) persons who are appointed to the key positions listed in Appendix D (Administration Requirements) dedicate the working time specified in Appendix D (Administration Requirements) in respect of the relevant position to the Work and the Contract.(l) If the Contractor fails to comply with its obligations in respect of person appointed as the Contractor's Representative and/or to a key position listed in Appendix D (Administration Requirements) as set out in Art. 4.1(j) or Art. 4.1(k)(ii), the Contractor shall be liable to pay or allow Key Personnel Liquidated Damages to the Company, for each individual breach.(m) Key Personnel Liquidated Damages payable by the Contractor to the Company shall be paid within fourteen (14) days of the Company giving the Contractor a notice requiring payment.Alternatively, the Company may elect to deduct any Key Personnel Liquidated Damages from any amount due or payable to the Contractor in respect of the Contract.(n) The Parties agree that the Key Personnel Liquidated Damages are not a penalty and that they are reasonable and proportionate to protect the Company's legitimate interest in performance considering the losses likely to be suffered by the Company in the event of failure by the Contractor to comply with its obligations in respect of key personnel as set out in Art. 4.1(j) or Art. 4.1(k)(ii), and are not a penalty, however if, for any reason enforcement of any Key Personnel Liquidated Damages is prohibited, rendered void, invalid or unenforceable by any Applicable Laws or otherwise, then the Contractor shall nonetheless be liable to pay general damages in respect to the relevant breach and such general damages shall be limited to the amount of Key Personnel Liquidated Damages which would have been payable had they been enforceable.(a) The Contractor shall ensure that all of its personnel who have to perform their duties at Site are healthy, fit and suitable in every respect to perform the Work. The Contractor shall ensure that all of his personnel understand safety related notices, verbal instructions, and public announcements. The Contractor shall also ensure that its supervisory personnel have a good working knowledge of the English language.(b) The Contractor shall always be fully responsible for the safety, security, health and welfare of its personnel, including payment of all expenses in connection with medical attention, treatment, examination, care, hospitalisation and ambulance transport as may be required for his personnel.(c) The Contractor shall provide its personnel with all necessary personal safety equipment and protective clothing.(d) Upon the outbreak of any strike involving any of the Contractor's or the Contractor's Subcontractors' personnel engaged in the Work, the Contractor shall forthwith give details thereof to the Company together with details of the steps being taken to settle the strike.(e) All personnel employed by the Contractor for the Work shall, for the works which they are required to perform, be competent, properly qualified, skilled and experienced in their respective trades and occupations. The Contractor shall verify all relevant qualifications of the personnel to be appointed to the key positions listed in Appendix D (Administration Requirements) to the Company not less than seven (7) days prior to the personnel being engaged in the Work.(f) The Contractor shall ensure that all employees of the Contractor and any Subcontractors engaged in the performance of the Work comply with Applicable Laws, including for the avoidance of doubt, immigration laws and where required are in possession of a valid work permit for the duration of the Contract. When requested, the Contractor shall provide any such documentation reasonably required, prior to the employees being engaged on the Work.(a) The Company shall provide to the Contractor access to the Site(s) as may be required and at such times as may be required to perform the Work and in accordance with the procedure and subject to the limitations and restrictions specified in Appendix D (Administration Requirements) and in accordance with the Contract Schedule.(b) The Contractor hereby acknowledges and agrees that: (i) it may not be given exclusive access to or possession of the Site;(ii) it shall be given access to the Company's Site in accordance with the procedure and subject to the limitations specified in Appendix D (Administration Requirements); and(iii) any access rights conferred upon Contractor pursuant to the Contract shall not be construed in any way as conferring any right of ownership of the Site, upon the Contractor and the Contractor shall make no claims as a result of being given such access rights.(i) comply with the requirements set out in Appendix A (Scope of Work) and the Contract Schedule to cooperate with the Company and other contractors; and(ii) organise its operations to ensure that all activities on Site are carried out efficiently and without delay.(d) To the extent stated in Appendix A (Scope of Work) or the Contract Schedule, or as otherwise requested by the Company, the Company is entitled to perform work or have other contractors perform work at the Site and the Contractor shall cooperate and coordinate with the Company and such other contractors.(e) If and to the extent that the Company performs work or has other contractors perform work at the Site other than in accordance with Appendix A (Scope of Work) and the Contract Schedule, and as a result the Contractor is delayed in achieving any Milestone and/or incurs additional Costs, then the Contractor shall be entitled to, by using a Variation Order Request, subject to Art. 12.2, to:(i) an adjustment to the Contract Schedule to reflect such delay; and/or (ii) an adjustment to the Contract Price to reflect such additional Costs.(f) The time period for submission of a Variation Order Request in relation to a claim for a delay in achieving any Milestone and/or incurring additional Costs under Art. 4.3(e)(e), as referred to in Art. 17.1(b)(ii), shall be three (3) days from the date the Contractor became aware that the Company has performed work or has had other contractors perform work on the Contract Object which was not in accordance with Appendix A (Scope of Work) or the Contract Schedule.(g) If the progress of Work is, in the opinion of Contractor, prevented or delayed by the presence of the Company, the Company's Representative, a member of the Company Group or any third party authorised in writing by the Company, the Contractor shall immediately inform the Company of such prevention.This is based on the Polish laws and regulations applicable under the Offshore Wind Actcondition. The Contractor shall not be entitled to make temporary use of the Materials to be incorporated into the Contract Object, other than for fulfilling the Contract.(e) The Contractor shall be responsible for the adequacy, stability and safety of all the Site operations, all methods of construction and of all the Work.(a) The Company will appoint a marine warranty surveyor (the "Marine Warranty Surveyor") to review all construction procedures related to any marine operations (including load out, sea fastening, transportation and offshore installation operations) forming part of the Work and to inspect the Contract Object, any Unit and Contractor's Equipment in order to issue the appropriate certificates of compliance with the relevant regulations and insurance policies and to the marine warranty standard in Appendix A (Scope of Work) and Appendix E (Company's Documents).(b) The Contractor shall, and shall ensure that its Subcontractors, make available to the Marine Warranty Surveyor all necessary information, and allow full access and inspection by the Marine Warranty Surveyor of any part of the Contract Object and any other relevant Work undertaken by the Contractor or any Subcontractor as the Marine Warranty Surveyor may reasonably require from time to time in order to ensure insurance for the Project remains in place.(c) The Contractor shall comply with the Marine Warranty Surveyor's requirements and recommendations.(d) No approval, expression of satisfaction, comment, review, test, inspection or certificate made or given (or any failure to make or give or attend the same) by or on behalf of the Marine Warranty Surveyor, shall relieve the Contractor of any of its obligations, risks or liabilities under the Contract.(e) The Contractor shall bear all costs associated with providing all necessary support services to the Marine Warranty Surveyor and complying with its requirements. The Contractor shall at its own cost and risk be fully responsible for obtaining all required certificates of approval from the Marine Warranty Surveyor for the Work and the Contractor shall be fully responsible for all consequences of delays in obtaining such certificates of approval.(a) The Parties agree that, notwithstanding anything to the contrary elsewhere in the Contract, the Contractor shall provide to the Lender's TA with any such safe access to the Deliverables and any site where Deliverables are delivered (or are to be delivered) or risk is transferred to the Company, as may be required to carry out any inspection pursuant to the Contract.(b) The Parties agree that, notwithstanding anything to the contrary elsewhere in the Contract, the Lender's TA shall, acting reasonably, have access to the Contractor’s sites following prior written notice, for the purposes of auditing processes and management systems, monitoring the progress of the Works, and checking the conformance of the Works with the requirements of the Contract; and any inspection or monitoring of the Contractor's sites shall be reasonably coordinated between the Company, the Lender's TA and the Contractor to minimise any impact or disruption to the activities of the Contractor.(b) The Company shall provide any assistance reasonably requested by the Contractor as may be necessary to obtain the Permits listed in Art. 7.2(a). Such assistance, or lack thereof, shall not relieve the Contractor of its responsibilities under Art. 7.2(a).(c) The Company shall in due time obtain and maintain the Permits if listed in Appendix E (Company's Documents) as being the responsibility of the Company.(d) The Contractor shall provide any assistance reasonably requested by the Company as may be necessary to obtain such Permits. Such assistance, or lack thereof, shall not relieve the Company of its responsibilities under Art. 7.2(a).(e) The Contractor shall comply with the Permits and shall carry out the Work so as not to put the Company in breach of any of the Permits. The Contractor shall notify the Company of any breach of the Permits as soon as the Contractor becomes aware of such breach.(f) If the Contractor fails to comply with its obligations under Art. 7.2(a) or Art. 7.2(e), the Contractor shall forthwith, at its own expense, alter, repair or replace any affected Work or part thereof, and indemnify and hold the Company harmless against any fines and penalties incurred by the Company as a result of such failure.The Contractor shall if required to do so by the Company, submit to the Company such information about the performance of the Work and/or the Contractor Group as the Company is obliged to submit to Public Authorities.8 COMPANY'S DOCUMENTS, RELIED UPON INFORMATION, COMPANY MATERIALS, COMPANY'S OBLIGATIONS AND CONTRACTOR'S DOCUMENTS(a) In the event that errors, inaccuracies, inconsistencies or omissions within the documents forming the Contract, and as a result of which, the Contractor is delayed in achieving any Milestone and/or incurs additional cost, which is notified:(i) within a period of sixty (60) days after the Contract Date, the provisions of Art. 13 to Art. 17 shall apply in the event that the Company's instruction as to how to resolve such notified error, inaccuracy, inconsistency or omission amounts to a Variation; or(ii) more than sixty (60) days after the Contract Date, the Contractor shall not be entitled to: (i) an adjustment to the Contract Schedule; (ii) an adjustment to the Contract Price; (iii) any other additional payment; or (iv) any other remedy, as a result of inconsistencies in the documents forming the Contract (including documents referred to within such documents) or the Company's instruction as to how to resolve the same, irrespective of which Party was responsible for the preparation of such document(s).For the avoidance of doubt, this Article 8.1(a) shall not apply in respect of errors, inaccuracies, inconsistencies or omissions within Relied Upon Information and/or the Information Documents, in which case Art. 8.2 and Art. 8.3 shall apply (as applicable).(b) The Company shall be entitled, following the Contract Date, to issue additional and/or revised Company's Documents to the Contractor. The Contractor shall upon receipt of and before implementing the new or revised documents inspect such documents and, within a reasonable time and in any event within the later of: (i) fourteen (14) days of receipt and (ii) sixty (60) days after the Contract Date, notify the Company of its acceptance of such documents or of any error, inaccuracy, inconsistency or omission within such documents or between such documents andany other document forming part of the Contract. In the event that the Contractor notifies the Company of an error, inaccuracy, inconsistency or omission in the additional and/or revised documents within the relevant time limit referred to in (i) or (ii) of this Art. 8.1(b), the Company shall within fourteen (14) days of receipt of such notice, either:(i) withdraw the document(s) containing errors, inaccuracies and/or inconsistencies; or(ii) correct the notified error, inaccuracy, inconsistency or omission and resubmit the documents, in which case this Art. 8.1(b) shall reapply.(c) The provisions of Art. 13 to Art. 17 shall apply in the event that such additional and/or revised Company's Documents, unless withdrawn as described in Art. 8.1(b)(i), amount to a Variation.(d) Any documents, data or information received by the Contractor, from the Company or otherwise, shall not, except as stated in Art. 8.1(e)(i), relieve the Contractor from its responsibility for the design and execution of the Work.(e) For the avoidance of doubt, this Art. 8.1(e) shall not apply in respect of errors, inaccuracies, inconsistencies or omissions within Relied Upon Information and/or the Information Documents, in which case Art. 8.2(a) to Art. 8.3 shall apply (as applicable). The Contractor shall be solely responsible for the design of the Work and for the accuracy and completeness of the contents of Appendix A (Scope of Work) and the Company's Documents (including design criteria and calculations and the information, data and designs and other data set out therein and including additional and revised Company's Documents issued by the Company pursuant to Art. 8.1) as if it had carried out and prepared the same itself, except:(i) that the Contractor shall not, save as set out in Art. 8.3, be responsible for any error, inaccuracy, inconsistency or omission in the Company's Document originally included in the Contract, which has been notified by one Party to the other within sixty (60) days after the Contract Date, in accordance with Art. 2.6(c);(ii) that the Contractor shall not, save as set out in Art. 8.3, be responsible for any error, inaccuracy, inconsistency or omission in an additional and/or revised Company's Document which has been notified to the Company before the end of the relevant time period referred to in (i) or (ii) of Art. 8.1(b); or(iii) as stated in Art. 8.2(a) to Art. 8.2(d). 8.2 Relied Upon Information (a) The Company:(i) shall provide the Contractor with the Relied Upon Information on or before the Contract Date; and(ii) acknowledges that the Contractor, subject to the Contract, shall be able to rely upon, the Relied Upon Information and save as described in Art. 8.2(b) and Art. 8.2(c), the Contractor shall not be liable to the Company for any error, inaccuracy, inconsistency or omission in the Relied Upon Information.(b) Upon receipt of the Relied Upon Information, the Contractor shall review the Relied Upon Information and satisfy itself as to the adequacy and completeness of the Relied Upon Information. The Contractor shall notify the Company as soon as it becomes aware of any error, inaccuracy, inconsistency or omission in the Relied Upon Information.(c) To the extent that, prior to Completion, an error, inaccuracy, inconsistency or omission is identified in the Relied Upon Information and as a direct result of which error, inaccuracy,inconsistency or omission there are defects and/or deficiencies in the Work which would cause the Work to fail to meet the requirements of the Contract or would cause the Contractor to be unable to comply with any other obligation in the Contract, then unless otherwise instructed by the Company the Contractor shall be responsible for rectifying the defects and deficiencies, achieving the requirements and complying with its obligations under the Contract provided that where in doing so the Contractor is delayed in achieving any Milestone and/or incurs additional Costs, the Contractor shall be entitled to, by using a Variation Order Request, in accordance with Art. 12.2, to claim:(i) an adjustment to the Contract Schedule to reflect such delay; and/or (ii) an adjustment to the Contract Price to reflect such additional Costs,provided that the Contractor shall not be entitled to submit a claim for an adjustment to the Contract Schedule and/or the Contract Price in relation to errors, inaccuracies, inconsistencies or omissions in the Relied Upon Information which:(A) were apparent to the Contractor, or would have been apparent had the Contractor subjected the Relied Upon Information to examination using Good Industry Practice a prior to the Contract Date; and/or(B) have arisen due to the Contractor's own interpretation of the Relied Upon Information.(d) The time period for submission of a Variation Order Request in relation to a claim for a delay in achieving any Milestone and/or incurring additional Costs under Art. 8.2(c), as referred to in Art. 17.1(b)(ii), shall be seven (7) days from the date the Contractor became aware, or should have become aware, of the relevant error, inaccuracy, inconsistency or omission in the Relied Upon Information.Documents specifically identified as being "Documents for Information" in Appendix E (Company's Documents) are given for information purposes only and do not constitute requirements of the Contract. The Company shall not be responsible for any error, inaccuracy, inconsistency or omission of any kind in such documents and shall not be deemed to have given any representation of accuracy of any data or information contained in such documents. An error, inaccuracy, inconsistency or omission within such documents shall not relieve the Contractor from its responsibility for the design and execution of the Work and the Contractor shall not be entitled to: (i) an adjustment to the Contract Schedule; (ii) an adjustment to the Contract Price; (iii) any other additional payment; or (iv) any other remedy, as a result of an error, inaccuracy, inconsistency or omission in such documents, irrespective of which Party was responsible for the preparation of such documents.(a) Upon receipt of Company's Materials, the Contractor shall make an immediate visual inspection of Company's Materials. Within a reasonable time after receipt of Company's Materials, the Contractor shall carry out such examinations of Company's Materials as described in Appendix A (Scope of Work) and any such other examination as a prudent contractor would carry out.(b) Company is responsible for defects, discrepancies and inconsistencies in Company's Materials unless otherwise stated in this Art. 8.4. The Contractor shall immediately notify Company of any defect, discrepancy or inconsistency discovered within Company's Materials, whether as a result of the inspections carried out under Art. 8.4(a) or at a later date.(c) Upon receipt of notice from the Contractor in accordance with Art. 8.4(b), the Company shall, without undue delay and without prejudice to the Company's rights under Art. 8.4(d)(i), eitherhave the necessary corrections made within the Company's Materials and/or give the Contractor instructions on how to proceed. Subject to Art. 8.4(d), if such correction or instruction results in the Contractor being delayed in achieving any Milestone and/or incurring additional Costs, it shall constitute a Variation and the Contractor shall be entitled to submit a Variation Order Request in accordance with Art. 12.2.(d) If the Contractor: (i) fails to comply with its inspection obligations pursuant to Art. 8.4(a) or fails to identify any defects, discrepancies or inconsistencies discovered in the Company's Materials which ought to have been discovered by the Contractor subjecting the Company's Materials to such examination using Good Industry Practice would have done and/or through the correct application of the quality management system which the Contractor is required to implement in accordance with Art. 11.1, or (ii) fails to immediately notify the Company of any defect, discrepancy or inconsistency discovered within the Company's Materials in accordance with Art. 8.4(b):(i) and as a result, the Company incurs costs or losses (including the costs of rectifying defects, discrepancies and/or inconsistencies in the Company's Materials and/or the effects of the same on the Work, after Load Out) over and above that which the Company would have incurred had the Contractor complied with its obligations under Art. 8.4(a) and/or Art. 8.4(b) (as the case may be), then the Company shall be entitled to recover all such additional costs and losses from the Contractor; and(ii) the Contractor shall not be entitled to: (i) an adjustment to the Contract Schedule; (ii) an adjustment to the Contract Price; (iii) any other additional payment or (iv) any other remedy, as a result of any such defect, discrepancy or inconsistency, and any such entitlement is hereby expressly excluded.(e) Without limiting the application of Art. 23.1, Art. 24 or Art. 28, the remedies provided in this Art. 8.4 shall be the Contractor's sole liability and the Company's sole remedy against the Contractor, whether under the laws governing the Contract or otherwise, in respect of the Contractor's failure to properly inspect the Company's Materials and/or notify the Company of any defect, discrepancy or inconsistency identified within the Company's Materials.(a) The Company shall provide the deliverables, and undertake the activities, set out in Appendix G (Company's Obligations) in accordance with the terms of that Appendix. The deliverables and activities set out in Appendix G (Company's Obligations) are an exhaustive description of the Company's obligations to provide materials, personnel, goods, consumables, equipment and other things and services in connection with the execution of the Work.(b) Subject to any express provisions of the Contract to the contrary, all costs and expenses incurred in respect of the performance of the Company's obligations under this Art. 8.5 shall be the responsibility of the Company, except to the extent that they arise as a result of a breach of the Contract by the Contractor and/or negligence by the Contractor Group.(a) The Contractor has full responsibility for the documents in Appendix F (Contractor's Documents). The Contractor shall search for errors, inconsistencies and omissions within Appendix F (Contractor's Documents) and between Appendix F (Contractor's Documents) and the rest of the Contract and without delay notify the Company of any errors, inconsistencies and omissions discovered in said documents and thereafter, at its own cost, have necessary corrections made, if not otherwise instructed by the Company.(b) The Contractor shall not be entitled to: (i) an adjustment to the Contract Schedule; (ii) an adjustment to the Contract Price; (iii) any other additional payment; or (iv) any other remedy, asa result of an error, inconsistency or omission within Appendix F (Contractor's Documents) and between Appendix F (Contractor's Documents) and the rest of the Contract.9 SUBCONTRACTORS 9.1 The Contractor shall not: (a) subcontract the whole of the Work; and/or(b) enter into any Subcontract concerning parts of the Work without the prior consent of the Company.(i) ensuring unencumbered title in the relevant Materials passes to the Contractor on or before the date such Materials are to become the property of the Company pursuant to Art. 21.1; and(ii) that the Subcontractor waives any Liens or other encumbrances (whether for non- payment or otherwise) to which the relevant Subcontractor would otherwise be entitled;(d) include analogous provisions to Art. 32, so as to allow the Contractor to fully comply with its obligations in Art. 32;(e) contain provisions preventing assignment, transfer or further subcontracting under such contract without the Company's consent;(f) contain provisions substantially identical to those contained in Art. 6;(g) contain a provision preventing the Subcontractor from arguing that a person, to whom the Contractor assigns the benefit of any rights under its contract with the Subcontractor or any warranty provided by the Subcontractor, is not able to make a claim under such assigned warranty as the Contractor has not suffered and/or would not have suffered a loss;(h) contain such other provisions, which are analogous with the relevant provisions of the Contract, necessary to enable the Contractor to fulfil its obligations in accordance with the Contract; and(d) provide all reasonable safety and protective measures, lighting, guarding and watching of the Work until Completion; and(e) provide any temporary works which may be necessary, because of the execution of the Work, for the use and protection of the public and of owners and occupiers of adjacent land.PROGRESS OF THE WORK 12 CONTRACT SCHEDULE AND DELAYED PROGRESS(a) The Contractor shall notify the Company if at any time it should have cause to believe that it will be delayed in achieving completion of any Milestone or any other element of the Work, for reasons which do not entitle the Contractor to an adjustment to the Contract Schedule under the terms of the Contract. The Company shall also be entitled to notify the Contractor that in its reasonable opinion it believes such delay will occur.(b) The Contractor shall, as soon as possible and in any event within fourteen (14) days of its notification to the Company as described Art. 12.4(a), or after receipt of notification from the Company that in the Company's reasonable opinion it believes such delay will occur, communicate to the Company:(ii) its estimated effect on the attainment of the Milestone(s) and/or other element(s) of the Work; and(iii) the measures which the Contractor considers appropriate to avoid, recover or limit the delay.(c) The Company shall without undue delay notify the Contractor of its view of the information provided by the Contractor in accordance with this Art. 12.4, and if requested by the Company the Contractor shall take into account any comments made by the Company and shall resubmit the information required under this Art. 12.4. Unless the Company notifies otherwise, the Contractor shall adopt the measures referred to in Art. 12.4(b)(iii), at the risk and cost of the Contractor. If these revised measures cause the Company to incur additional costs to supervise and/or to monitor the Contractor as a result of the revised methods, the Contractor shall pay these costs to the Company. Such notification shall not release the Contractor from any of its obligations under this Art. 12.4.(d) If the measures proposed or implemented by the Contractor are insufficient to avoid, limit or recover the delay referred to in this Art. 12.4, then the Company may instruct the Contractor to take such measures as the Company considers necessary to avoid, limit and/or recover the delay. Such measures shall be undertaken at the risk of the Contractor and at the cost of the Contractor unless and to the extent that the Company's instruction amounts to a Variation in which case the provisions of Art. 13 to Art. 17 shall apply, subject always to the restriction in Art. 15.6.(e) Without limiting Art. 13, in any circumstances where the Contractor is or would be entitled to an adjustment to the Contract Schedule, the Company may instruct the Contractor to submit without undue delay written proposals regarding the feasibility of acceleration of the Work as an alternative to an adjustment to the Contract Schedule, stating:(i) any adjustment which the Contractor will reasonably require to the Contract Price if instructed by the Company to accelerate the Work pursuant to this Art. 12.4(e), together with details showing the manner of calculation of the adjustment and proposals for the terms of payment thereof;(ii) the extent to which the adjustment to the Contract Schedule to which the Contractor would otherwise be entitled can be cancelled or reduced; and(iii) any other amendments to the Contract which the Contractor would reasonably require if the Company were to instruct an acceleration of the Work pursuant to this Art. 12.4(e).(f) Following receipt of the Contractor's proposals the Company and the Contractor shall, acting in good faith, use their best efforts to agree:(i) the amount by which the Contract Price is to be adjusted;(ii) any adjustments to the Contract Schedule (including the reduction in any extension of time previously granted to take account of such acceleration);(iii) the details of the acceleration and the alteration of sequence or timing required; and(iv) any other appropriate amendments to the Contract.(i) comply with those provisions relating to interface and cooperation with the Company and Company Group contained in Appendix A (Scope of Work), Appendix D (Administration Requirements) and Appendix E (Company's Documents) in the performance of the Work under the Contract; and(ii) ensure that the Contract Schedule incorporates all obligations upon the Contractor relating to interface and cooperation with the Company and Company Group contained in Appendix A (Scope of Work), Appendix D (Administration Requirements) and Appendix E (Company's Documents).(b) Without prejudice to Art. 12.5(a), the Contractor shall when programming the Work, make due allowance for, consider and coordinate the programme for the Work with the programme of the Company Group (in the form of the Company's contractors, service providers and suppliers and sub-contractors, sub-service providers and sub-suppliers of any tier).(c) The Contractor shall not be entitled to an adjustment to the Contract Schedule, an adjustment of the Contract Price or to any additional Cost for carrying out any activity which:(i) is expressly stated in those provisions relating to interface and cooperation with the Company Group (in the form of its contractors, service providers, suppliers, sub-contractors, sub-service providers and sub-suppliers of any tier), contained in Appendix A (Scope of Work), Appendix D (Administration Requirements) and Appendix E (Company's Documents) or the Contract Schedule, to the extent that such activity:(A) is identified in the above documents as being an activity for which the Contractor is responsible; or(B) should reasonably have been anticipated by the Contractor acting in accordance with Good Industry Practice; and/or(ii) is a reasonable day to day co-operation with the Company Group.16 CONSEQUENCES OF VARIATION ORDERS – DISPUTES ABOUT CONSEQUENCES17 DISPUTE AS TO WHETHER A VARIATION EXISTS AND DISPUTED VARIATION ORDERS 17.1 If the Contractor:(a) considers that any instruction issued by the Company requires the performance of work which in the opinion of the Contractor is a Variation; or(b) is otherwise entitled to do so pursuant to an Article of the Contract,then the Contractor shall be entitled to submit to the Company a variation order request in the prescribed form attached in Appendix D (Administration Requirements) ("Variation Order Request"). Where the Contractor is entitled to submit a Variation Order Request:(i) pursuant to Art. 17.1(a) within seven (7) days after receipt by the Contractor of the relevant instruction; or(ii) pursuant to Art. 17.1(b) the Contractor must do so within the shorter of the period stated in the relevant Article and thirty (30) days,and if the Contractor fails to comply with Art. 17.1(a) or Art. 17.1(b), the Contractor shall lose the right to submit a Variation Order Request and/or receive a Variation and/or any remedy or entitlement in respect of the matter.(i) issue a Variation Order and the provisions of Art. 15 and Art. 16 shall apply accordingly;(ii) withdraw or dispute having given the relevant instruction; or(iii) if the Company is of the opinion that the instructed work is not a Variation or that the Variation Order Request has not been submitted in accordance with Art. 17.1, issue a Disputed Variation Order identifying the work in dispute between the Parties and stating the Company's reason as to why the instructed work is not a Variation or that the Variation Order Request was not submitted in accordance with Art. 17.1,(b) in relation to a Variation Order Request submitted under Art. 17.1(b), either:(i) make a fair and reasonable determination of any adjustment to the Contract Price and/or Contract Schedule to which the Contractor is entitled as a result of the event or circumstance giving rise to the entitlement to submit the Variation Order Request, and the provisions of Art. 15.3 and Art. 15.4 shall apply (mutatis mutandis) to such determination, save that in applying the provisions of Art. 15.3 to the determination there shall only be an adjustment to the Contract Price or Contract Schedule if and to the extent that the provision of the Contract entitling the issue of the relevant Variation Order Request expressly allows for such adjustment (including in respect of profit on Costs).The Company shall make such determination within fifty six (56) days of receipt of the Contractor's detailed estimate in accordance with Art. 17.1, or where the event or circumstance giving rise to the issue of a Variation Order Request has a continuing effect, within fifty six (56) days of receipt of the Contractor's final detailed estimate in accordance with Art. 17.2(c); or(ii) if the Company is of the opinion that the Variation Order Request has not been submitted in accordance with Art. 17.1, within ten (10) days of receipt by the Company of the purported Variation Order Request, issue a Disputed Variation Order stating the Company's reason for regarding that the purported Variation Order Request was not submitted in accordance with Art. 17.1.DELIVERY AND PAYMENT 19 MECHANICAL COMPLETION, DELIVERY AND COMPLETION 19.1 Mechanical Completion(a) The Contractor shall be entitled to apply to the Company for a Mechanical Completion Certificate in respect of each Unit which Appendix A (Scope of Work) states is capable of individually achieving Mechanical Completion, not earlier than fourteen (14) days before the date upon which the Contractor reasonably considers that such Unit will achieve Mechanical Completion.(b) The Company shall within twenty-eight (28) days after Mechanical Completion has been achieved in relation to a Unit issue a Mechanical Completion Certificate to the Contractor, stating the date on which the Unit achieved Mechanical Completion and any Minor Outstanding Items which are to be completed by the Contractor.(c) If Mechanical Completion is not achieved for the relevant Unit, the Company shall not be required to issue the Mechanical Completion Certificate. The Contractor shall take all necessary actions to remedy the failure to achieve Mechanical Completion for that Unit. Once the necessary actions have been taken by the Contractor, the Contractor shall reapply to the Company in accordance with this Art. 19.1.(d) After the issue of a Mechanical Completion Certificate, the Contractor shall without undue delay complete any Minor Outstanding Items detailed in the Mechanical Completion Certificate or which were otherwise present in the relevant Unit (as the case may be) at Mechanical Completion within a reasonable period (or such other period as may be agreed by the Parties in the Mechanical Completion Certificate).(a) Immediately following the issue of a Mechanical Completion Certificate of a Unit, the Company shall be entitled to perform work and/or operate the Unit prior to Delivery, in accordance with Appendix A (Scope of Work). The Contractor shall achieve Delivery by the relevant Delivery Date for the Contract Object or Unit, as stated in the Contract Schedule at the Contract Date (unless the Delivery Date, as amended in accordance with the Contract, is earlier in which case such earlier date shall be the relevant date referred to in this Art. 19.2).(b) The Contractor shall be entitled to apply to the Company for a Delivery Certificate in respect of the Contract Object or a Unit (as specified in Appendix A (Scope of Work)), not earlier than fourteen (14) days before the date upon which the Contractor reasonably considers that Delivery of the Contract Object or such Unit will occur.(c) The Company shall, within twenty-eight (28) days after Delivery of the Contract Object or a Unit has been achieved, issue a Delivery Certificate to the Contractor, stating the date on which the Contract Object or the relevant Unit achieved Delivery and any Minor Outstanding Items which are to be completed by the Contractor.(d) Notwithstanding that Delivery may have been previously achieved, the Company shall not, unless it otherwise agrees in its absolute discretion, be obliged to accept physical delivery of the Contract Object or a Unit from the Contractor before the relevant Delivery Date for the Contract Object or a Unit as set out in the Contract Schedule at the Contract Date.(e) If Delivery is not achieved for the relevant Unit, the Company shall not be required to issue the Delivery Certificate. The Contractor shall take all necessary actions to remedy the failure to achieve Delivery for that Unit. Once the necessary actions have been taken by the Contractor, the Contractor shall reapply to the Company in accordance with Art. 19.2.(f) The Contractor shall complete any Minor Outstanding Items detailed in the Delivery Certificate or which were otherwise present in the Contract Object or relevant Unit at Delivery within thirty (30) days (or such other time stated in the Delivery Certificate).(g) Where the Contract provides for the Delivery of Units, once all Units have been Delivered, the Contractor shall be entitled to apply for a Delivery Certificate for the Contract Object. The provisions of Art. 19.2 shall apply equally to such application.(a) The Contractor shall be entitled to apply to the Company for a Completion Certificate not earlier than fourteen (14) days before the date upon which the Contractor reasonably considers that the Work will achieve Completion. For the avoidance of doubt, all Mechanical Completion Certificates and Delivery Certificates will need to have been issued.(b) The Company shall, within twenty-eight (28) days after Completion has been achieved, issue a Completion Certificate to the Contractor, stating the date on which Completion was achieved.(c) If Completion is not achieved, the Company shall not be required to issue the Completion Certificate. The Contractor shall take all necessary actions to remedy the failure to achieve Completion. Once the necessary actions have been taken by the Contractor, the Contractor shall reapply to the Company in accordance with this Art. 19.3.(d) If the Company fails to respond to the Contractor in respect of an application under Art. 19.3(a), within the twenty-eight (28) day period referred to in that Article, and the Contractor is delayed in achieving a Milestone as set out in Appendix C (Contract Schedule) and/or incurs additional Cost as a result of the Company's failure to respond, the Contractor may in accordance with Art. 12.2(a):(i) claim an adjustment to the Contract Schedule to reflect any such delay; and/or (ii) claim an adjustment to the Contract Price to reflect such additional Costs(e) The time period for submission of a Variation Order Request, in relation to a claim for a delay in achieving any Milestone and/or incurring additional Costs referred to in Art. 17.1(b)(ii), shall be three (3) days from the date the Company fails to respond.(f) The issue of a Mechanical Completion Certificate, Delivery Certificate and/or Completion Certificate or notice by the Company under Art. 19.1(b), 19.2(a)Art. 19.2(c) or Art. 19.3(b) as applicable shall not be taken as acceptance of any part of the Work, including for the avoidance of doubt, confirmation that the Contract Object is free of Defects, or shall be considered as a waiver of Company's rights or affect in any way the Contractor's liability in respect of the Contract.20 PAYMENT, INVOICING, AUDIT AND SUBMISSION OF SECURITY 20.1 Contract Price(a) The Company shall pay the Contract Price to the Contractor, in consideration of the performance by the Contractor of its obligations under the Contract, within the time limits and in accordance with the provisions stated in this Art. 20 and Appendix B (Compensation).(b) The Contractor shall be deemed to have satisfied itself as to the correctness and sufficiency of the lump sums, rates, norms, prices and other things comprising the Contract Price as set out in Appendix B (Compensation). Unless otherwise expressly stated in the Contract, the Contract Price (as calculated in accordance with Appendix B (Compensation)) covers all the Contractor's obligations under the Contract.(c) If for any reason either Party has paid the other sums in excess of those properly due under the Contract, the overpaying Party may require that such excess be repaid and the other Party shall without undue delay make such repayment.(d) The Contract Price shall be the amount specified in Appendix B (Compensation). The Contract Price shall not be subject to any alteration except in the event of a Variation or as otherwise expressly provided in the Contract. The Company shall have no liability for increases in the Contractor's costs of performing the Contract of any nature caused by currency fluctuations, changes in taxation, inflation or otherwise and the Contractor shall in no circumstances (including breach of the Contract or negligence by the Company or persons for whom the Company is responsible) become entitled to any additional payment in connection with the Work or the Contract or the activities of the Parties in connection with the foregoing except as expressly provided in the Contract (and any such entitlement is hereby excluded).(e) No payment, under the Contract and no consent or approval given or payment made by the Company to the Contractor, shall be conclusive evidence that the Contractor has performed any of its obligations under the Contract or that any Work or Materials are in accordance with the Contract.(f) The Company shall not be obliged to pay any amount to the Contractor until the Contractor has provided the Parent Company Guarantee and Performance Bond to the Company in accordance with Art. 20.5(a) and Art. 20.6(a). In the event that a replacement Performance Bond is required to be issued pursuant to Art. 20.5(f), or a replacement Parent Company Guarantee is required to be issued pursuant to Art. 20.6(a), the Company shall not be obliged to pay any further amounts to the Contractor until the replacement Performance Bond or Parent Company Guarantee (as the case may be) has been received by the Company.(a) Unless otherwise prescribed in Appendix D (Administration Requirements), the following provisions apply to invoicing:(i) for the purposes of this Art. 20.2, "cut-off date" shall mean the last Sunday in each calendar month;(ii) within ten (10) days of the cut-off date, the Contractor shall submit to the Company an invoice for the part of the Contract Price payable in respect of the period starting from, and including, the day after the cut-off date before last, up to and including the most recent cut-off date; and(iii) the invoice shall be prepared in accordance with the provisions of Appendix B (Compensation), and any other requirements in this Contract. Documentation necessary for control of the invoiced amount shall be appended.(b) The Company shall, within thirty (30) days after receipt of an invoice which satisfies the requirements of Art. 20.2(c), pay the amount due to the Contractor according to the invoice.(c) Unless otherwise provided for in the Contract, the following deductions may be made from payment of the Contract Price:(i) any previous payments on account to the Contractor which relate to, or directly concern, the work covered by the invoice;(ii) such parts of the invoiced amount as are insufficiently documented or otherwise disputed, provided the Company, as soon as possible and no later than at payment, specifies what documentation is considered insufficient or what the dispute concerns;(iii) all amounts relating to the Contract due to the Company from the Contractor.(d) The Company is entitled to withhold any taxes or other amounts from payments due to Contractor to the extent that such withholding is required by Applicable Laws and regulations, by any competent Public Authority or court or by any agreement. Company will make the necessary withholding and remit the amounts withheld to the appropriate authorities without further notice to Contractor. Company shall provide Contractor with a receipt of the remittance to the authorities (or a certified copy thereof) to the extent such receipt has been, or by reasonable efforts can be, obtained.In the event of late payment by the Company, the Contractor shall be entitled to interest on the unpaid amount, calculated at one percent (1%) of the unpaid amount, per month. The Parties acknowledge that interest payable under this Art. 20.2(d) is a substantial remedy for the purposes of section 9 of the Late Payment of Commercial Debt (Interest) Act 1998.(a) Within forty-five (45) days after issue of the Completion Certificate, the Contractor shall submit his proposal for the final account. The proposal shall contain a breakdown of the total compensation for the Work, including all claims to be made by the Contractor, less any Liquidated Damages and other amounts due to the Company. The proposal shall contain documentation relating to each item included in the breakdown.(b) Amounts stated by the Contractor in the proposal for the final account as due to the Company shall be paid forthwith.(c) Claims not included in the proposed final account cannot be submitted later by the Contractor.(d) Within forty-five (45) days of receiving the proposed final account, the Company must notify the Contractor of any objections to the proposal. The Company must explain the grounds for its objections and state the amount that the Company considers to be the correct final account. If the Company does not object within the time limit, the Contractor's proposal shall be regarded as accepted.(e) If the Parties do not agree on the final account, and the dispute has not been submitted for resolution by arbitration in accordance with Art. 34.7 within twelve (12) months of having received the Company's reply under Art. 34.4, however not later than fifteen (15) months after the issue of the Completion Certificate, the Contractor shall lose the right to submit the dispute to arbitration. In such case, the Contractor shall pay the disputed amount within fourteen (14) days after the expiry of the deadline.(f) If an arbitration award has not been given within two (2) years of the Contractor having received the Company's reply under Art. 34.4, then the Contractor shall immediately pay the disputed amount. Final settlement shall be made after the arbitration decision.(a) The Company is entitled to audit all payments for reimbursable work at the Contractor's and Subcontractors' premises. The Company's right to audit does not apply to a Subcontractor where the Subcontract entails minor purchases and limited use of hired labour.(b) The Contractor may require the audit to be performed by a neutral auditor to the extent he demonstrates that there is a probability of confidential information, or information which is not relevant for the purposes of the audit, being disclosed to the wrong parties.(c) The Company is entitled to audit during the period of Contract and for up to two (2) years after the end of the year of issue of the Completion Certificate.(d) Payment shall not affect the Company's audit rights. If charges are proven incorrect, then the Company may require that an adjustment shall be made.(a) The Contractor shall at its own cost, provide a duly executed bond issued by a first class international financial institution, located in a country acceptable to the Company whose long- term debt credit rating is not less than A- Standard and Poor's and who is otherwise acceptable to the Company, with a content conforming to the text in Appendix J (Standard Performance and Guarantee Bond) or another form approved by the Company at its absolute discretion ("Performance Bond").(b) The Performance Bond shall initially be valid for an amount equal to fifteen per cent (15%) of the Contract Price at the Contract Date. If in accordance with the Contract the Contract Price is increased by:(i) more than ten per cent (10 %) of the Contract Price at the Contract Date; or(ii) (if an increased Performance Bond has previously been provided under this Art. 20.5(b)) more than five per cent (5%) of the Contract Price by reference to which that increased Performance Bond was calculated,then the Contractor shall, at its own cost, deliver to the Company a duly executed Performance Bond for the amount of fifteen per cent (15%) of the Contract Price as so increased less any amounts previously paid to the Company under the Performance Bond, and otherwise satisfying the requirements of this Art. 20.5(b). On receiving the replacement Performance Bond, the Company shall return the previously provided Performance Bond to the Contractor within fourteen (14) days.(c) The Contractor shall ensure that the Performance Bond is valid until the issue of the Completion Certificate. If the Performance Bond expires or is due to expire before this date then the Contractor shall ensure the extension of its validity, so that it is always valid for the period required according to this Art. 20.5.(d) The Contractor shall, at its own cost, as a pre-condition to the achievement of Completion provide a duly executed bond issued by a first class international financial institution, located in a country acceptable to the Company whose long-term debt credit rating is not less than A- Standard and Poor's and who is otherwise acceptable to the Company, with a content conforming to the text in Appendix J (Standard Performance and Guarantee Bond) or another form approved by the Company at its absolute discretion ("Guarantee Bond").(e) The Guarantee Bond shall be issued for an amount equal to seven and a half per cent (7.5%) of the Contract Price as at Completion and the Contractor shall ensure that the Guarantee Bond is valid until the issue or deemed issue (as the case may be) of the Acceptance Certificate. If the Guarantee Bond expires or is due to expire earlier than this date then the Contractor shall ensure the extension of its validity, so that it is always valid for the period required according to this Art. 20.5.(f) If a Performance Bond or a Guarantee Bond will, in accordance with its terms, expire at a time when Art. 20.5(c) or Art. 20.5(e) requires the Contractor to ensure that it remains valid and enforceable, or the rating of the financial institution falls below the requirement in Art. 20.5(a) or Art. 20.5(d), as applicable, the Contractor shall, not less than twenty eight (28) days before its expiry, deliver to the Company a duly executed replacement Performance Bond or Guarantee Bond (as applicable) for the same amount as the bond being replaced, and otherwise satisfying the requirements of Art. 20.5(a) to Art. 20.6(c). On receiving the replacement bond, the Company shall return the previously provided bond to the Contractor within fourteen (14) days.(g) If the Contractor fails to provide the Company with a replacement bond as required under Art. 20.5(f), the Company may immediately call the outstanding balance of the bond (required to be replaced) and hold the proceeds as security for compliance by the Contractor with his obligations and liabilities in respect of the Contract. The Company may make deductions against the proceeds so held in respect of any claim he would have been entitled to bring in relation to the bond (which should have been provided). If the Contractor subsequently provides a replacement bond as required (and for the amount required under the Contract less the total of any deductions made by the Company under this Art. 20), the Company shall return the balance of the proceeds (without any interest to the Contractor).(h) If the Contractor fails to provide the Company with a Guarantee Bond as required under Art. 20.5(f), the Company may immediately make a drawing of the Performance Bond and hold the proceeds as security for compliance by the Contractor with his obligations and liabilities in respect of the Contract. The Company may make deductions against the proceeds so held in respect of any claim he would have been entitled to bring in relation to the Guarantee Bond (which should have been provided). If the Contractor subsequently provides a Guarantee Bond as required (and for the amount required under the Contract less the total of any deductions made by the Company under this Art. 20), the Company shall return the balance of the proceeds (without any interest to the Contractor).(i) In the event that the bank issuing the Performance Bond and/or the Guarantee Bond, pursuant to Art. 20.5(a) and Art. 20.5(d) (as the case may be) has a credit rating which falls below a rating of A- Standard and Poor's a "Downgrade Trigger", the Contractor shall promptly procure a replacement Performance Bond and/or Guarantee Bond (as the case may be), in an amount equal to or otherwise on the same terms as, the Performance Bond and/or Guarantee Bond being replaced, to take effect: (i) in case of expiry, from the expiry date of the Performance Bond and/or Guarantee Bond being replaced (as the case may be), or (ii) in case of a Downgrade Trigger, by the date falling fourteen (14) days following such occurrence.(j) The Company shall have the right to make a demand against the Performance Bond or Guarantee Bond (as applicable) if (i) the Contractor has failed to pay any amount due to the Company under the Contract (including any liquidated damages amount) after giving effect to any grace period thereunder or (ii) failure by the Contractor to remedy a default under the Contract within 14 days after receiving the Company's notice requiring the default to be remedied (iii) an event set forth in Art. 24.1 which entitles the Company to terminate the Contract has occurred.(a) The Contractor shall deliver to the Company a guarantee with a content conforming to the text in Appendix L (Parent Company Guarantee), duly executed by the Contractor's ultimate parent company ("Parent Company Guarantee"). If the Parent Company Guarantee fails to be fully effective or becomes invalid or unenforceable for any reason, prior to the required expiry date stated in the Parent Company Guarantee, then the Contractor shall, at its own cost, deliver to the Company a duly executed valid replacement Parent Company Guarantee.(b) If the Contractor fails to provide the Company with a replacement Parent Company Guarantee, as required under Art. 20.6(a), the Company may immediately call the outstanding balance of the Performance Bond or make a demand under the existing Parent Company Guarantee and hold the proceeds as security for compliance by the Contractor with his obligations and liabilities in respect of the Contract. The Company may make deductions against the proceeds so held in respect of any claim he would have been entitled to bring in relation to the Parent Company Guarantee (which should have been provided). If the Contractor subsequently provides a Parent Company Guarantee as required (and for the amount required under the Contract less the total of any deductions made by the Company under this Art. 20), the Company shall return the balance of the proceeds (without any interest to the Contractor).(c) If the credit rating of the company providing the Parent Company Guarantee falls below the credit rating of [insert credit rating on time of signing], the Company may require equivalent additional financial security.22 DEFECTIVE WORK, CONTRACTOR'S GUARANTEE AND ACCEPTANCE CERTIFICATE 22.1 Defective Work(a) Notwithstanding any previous quality audit, test or certification, prior to the issue of the Delivery Certificate in respect of the Contract Object or a Unit, or prior to the issue of the Completion Certificate in respect of all other Deliverables, the Company may instruct the Contractor to replace any item of Materials and/or re-execute any Work, which is not in accordance with the Contract. If the Contractor fails to carry out any instruction which complies with this Art. 22.1 within reasonable time after receipt of such instruction, the Company shall be entitled to employ and pay other contractors to carry out such work and recover all costs arising from this failure from the Contractor.(b) In the event that the Contractor believes that an instruction issued by the Company under this Art. 22.1 amounts to a Variation, the provisions of Art. 13 to Art. 17 shall apply.such period under Art. 22.3(k) (the "Guarantee Period") the Deliverables will be free from all Defects; and(ii) the Contractor will during the Guarantee Period:(A) complete any Minor Outstanding Items within the time stated in the Delivery Certificate and/or the Completion Certificate (or such other time that may have been agreed); and(B) execute all work, including redesign, repair, reconstruction, rectification, replacement or otherwise, required to rectify a Defect and/or any damage to the Deliverables caused by the Defect ("Guarantee Work").If a Defect appears or is discovered during the Guarantee Period, the Company shall notify the Contractor accordingly. If the Contractor contends that a defect notified by the Company is not a Defect, then:(1) the Contractor shall notify the Company and if the Company instructs, the Contractor shall, in accordance with Art. 22.3(b) to Art. 22.3(h) and carry out all Guarantee Work necessary to rectify the notified defect notwithstanding any dispute as to whether it amounts to a Defect; and(2) If the Contractor subsequently demonstrates that the notified defect did not amount to a Defect, the Contractor shall be entitled to recover the Costs incurred in carrying out the Guarantee Work in respect thereof.(b) The Contractor shall carry out all Guarantee Work and at the Contractor's own risk and cost.(c) The Contractor shall as soon as possible after becoming aware of a Defect submit to the Company, for the Company's approval details of the measures it intends to apply in carrying out Guarantee Work, the duration of any such Guarantee Work and the proposed dates and if possible times for undertaking such Guarantee Work. The Contractor shall provide all assistance and information required by the Company. The Company shall notify the Contractor of its views on the plan for the Guarantee Work without undue delay.(d) The Company shall afford the Contractor such access to the Site and Work as may be reasonable in the circumstances for such purposes. If the Guarantee Work can be carried out without shutting down the Work, the Contractor shall carry out the Guarantee Work as soon as reasonably practicable. If the Guarantee Work necessitates shutting down of the Work, the Guarantee Work shall be carried out at a time and during the periods agreed with the Company.(e) The Contractor shall in undertaking any Guarantee Work observe the Site safety and operational requirements and all other reasonable requirements of the Company with regard to the safe and efficient use or operation of the Work.(f) If the Guarantee Work cannot be remedied expeditiously on the Site, and the Company gives consent, the Contractor may remove from the Site for the purposes of repair such items of Materials as are Defective. The consent may be given on the condition that the Contractor first increases the amount of the Guarantee Bond by the full replacement cost of these items, or to provide other security to the Company.(g) If the work of remedying of any Defect or damage may affect the performance of the Work, the Company may require the repetition of any of the tests described in the Contract, including Delivery and Completion. The requirement shall be made by notice within twenty-eight (28) days after the Defect or damage is remedied. These tests shall be carried out in accordance with the terms applicable to the previous tests, except that they shall be carried out at the risk and cost of the Party liable, under this Art. 22.3, for the cost of the remedial work.(h) The Contractor shall, if required by the Company, search for the cause of any Defect, under the direction of the Company. Unless the Defect is to be remedied at the cost of the Contractor under this Art. 22.3, the Cost of the search shall be agreed or determined in accordance with the Variation Order procedure and Art. 17.2 and such additional agreed Cost shall be added to the Contract Price.(i) If the Contractor fails to complete any Guarantee Work or complete a Minor Outstanding Item within the required time period in Art. 22.3 or Art. 19.2(f) (as the case may be), a date may be fixed by (or on behalf of) the Company, on or by which the Guarantee Work or Minor Outstanding Item is to be completed. The Contractor shall be given reasonable notice of this date. If the Contractor fails to complete the Guarantee Work or Minor Outstanding Item by this notified date, the Company may (at its option):(i) carry out the work itself or by others, in a reasonable manner and at the Contractor's cost; and(ii) require the Contractor to pay or allow to the Company an amount fairly and reasonably determined by the Company to reflect the reduced value to the Company as a result of the presence of the incomplete Guarantee Work or complete a Minor Outstanding Item, and the provisions of Art. 15.5 and Art. 16.2 shall apply (mutatis mutandis) to such determination.(j) Subject to and without prejudice to Art. 24, the remedies provided in Art. 22.3(a) to Art. 22.3(i), Art. 22.3(n) and Art. 24 shall be the Contractor's sole liability and the Company's sole remedy, whether under the laws governing the Contract or otherwise in respect of any Defect in the Deliverables appearing or discovered after the start of the Guarantee Period, to the exclusion of any other liability or remedies in respect thereof whether in contract, in tort (including negligence), by reason of breach of statutory duty or otherwise including any remedies that might otherwise be implied by law.(k) Where the Contractor performs Guarantee Work the Guarantee Period applicable to such Guarantee Work shall be extended so that it expires on the later of (i) five (5) years after the completion of such Guarantee Work; and (ii) the remaining part of the original Guarantee Period. The Guarantee Period cannot be extended by more than two (2) years past the end of the initial Guarantee Period.(l) To the extent that the Contractor has received the benefit of any warranties from any Subcontractor which extends beyond the Guarantee Period, the Contractor shall, to the extent that the Contractor is legally able to do so, assign the benefit of all such warranties to the Company when requested to do so by the Company.(m) The Company may, acting reasonably, refuse to allow the Contractor to perform any Guarantee Work or to complete any Minor Outstanding Items referred to in Art. 19.1(d) or Art. 19.2(c), and following notification of such refusal by the Company, the Contractor shall pay or allow to the Company an amount equivalent to the cost of carrying out the Guarantee Work and/or completion of Minor Outstanding Items calculated on the basis of the pricing assumption in Art. 15.3(a) to be fairly and reasonably determined by the Company. The provisions of Art. 16.2 shall apply (mutandis mutandis) to such determination. The Contractor shall not be liable for Guarantee Work in case such Guarantee Work is not performed by the Contractor.(n) In the event that any serial or recurring defect is discovered in any parts or components of the Contract Object (where two or more identical parts or components are discovered to be defective), all potentially affected parts or components elsewhere in the Contract Object shall be checked by the Contractor and, to the extent that any defect exists or is reasonably expected to occur in any such part or component, all affected or potentially affected parts or components shall be replaced at the cost of the Contractor.(a) The Company shall issue an Acceptance Certificate within twenty-eight (28) days after the latest of:(i) the end of the Guarantee Period; (ii) the date upon which the Guarantee Work has been completed; and(iii) the date upon which all outstanding Minor Outstanding Items (other than those which the Company refuses to allow the Contractor to perform under Art. 22.3(m)), have been completed.(a) the Contract Object (or any Unit) has not achieved Delivery by the Delivery Date as specified in the Contract Schedule, for reasons not attributable to Contractor; or(b) the Delivery Date for the Contract Object (or any Unit) as specified in the Contract Schedule, which would have applied in the absence of an ongoing event of Force Majeure, is reached,the Company is entitled to take over from the Contractor, and the Contractor shall if requested by the Company deliver to the Company forthwith the Deliverables, Materials and documents (including as-built drawings) whether completed or in draft and other (notwithstanding any outstanding amounts which may be payable to the Contractor under the Contract in relation to the same), necessary to enable the Company to complete the Deliverables either by itself or with the assistance of any other person.24 TERMINATION DUE TO CONTRACTOR DEFAULT 24.1 Termination by Company(a) The Company is entitled to terminate the Contract with immediate effect by notifying the Contractor, when:(i) the Company has become entitled to be paid the maximum amount of Liquidated Damages as set out in Art. 31.2, or if general damages are applicable as described in Art. 23.7 the maximum amount of general damages described therein;(ii) the Contract Liability Limit has been reached;(iii) the Contractor abandons the Work or otherwise plainly demonstrates the intention not to continue performance of its obligations under the Contract;(iv) the Contractor fails to maintain satisfactory progress such that the Contractor is reasonably expected to fail to achieve Delivery of any Unit and/or the Contract Object prior to the date upon which the Company would become entitled to be paid the maximum amount of Liquidated Damages set out in Art. 31.2 (or general damages if the Liquidated Damages are not enforceable);(v) the Contractor, other than as specifically referred to in this Art. 24.1, is in material breach under the Contract, or in case the breach is capable of remedy, the Contractor has failed to implement necessary measures to remedy such breach within seven (7) days after having received a notification from the Company to do so or thereafter fails to diligently progress such measures or Contractor has not remedied the breach within 30 days;(vii) the Contractor or the guarantor under the Parent Company Guarantee is subject to an Insolvency Event;(viii) the Contractor fails to pay any sum due to the Company hereunder and such failure continues for a period of twenty-eight (28) days after the due date for its payment, provided that the Company after such twenty-eight (28) days period shall give not less than seven (7) days' notice in writing to the Contractor of its intention to terminate and the Contractor has not made such payment within such seven (7) days period; and/or(ix) in relation to the Performance Bond or the Guarantee Bond (whichever is in place from time to time)(A) the bank or insurance company providing the Performance Bond or the Guarantee Bond is subject to an Insolvency Event or its long-term credit rating falls below BBB+ Standard and Poor's; or(B) the Performance Bond or the Guarantee Bond expires prior to the required expiry date referred to or stated in Art. 20.5(c) or Art. 20.5(e) (as the case may be),and, within a period of seven (7) days of a request to do so by the Company, the Contractor fails to provide a duly executed replacement Performance Bond or the Guarantee Bond on the same terms, for the same amount as the Performance Bond or the Guarantee Bond being replaced and from a financial institution acceptable to the Company (acting reasonably);(x) the Parent Company Guarantee fails to be fully effective or becomes invalid or unenforceable for any reason, prior to the required expiry date referred to or stated in Art. 20.6(a) and the Contractor fails to provide a duly executed replacement Parent Company Guarantee which complies with the requirements in Art. 20.6(a) within a period of seven (7) days of a request to do so by the Company;(xi) the Contractor commits repeated breaches, or a single material breach, of the HSE requirements which the Contractor is required to comply with pursuant to the Contract, and the Contractor has failed to implement necessary measures to remedy such breaches or breach without undue delay after having received a notification from the Company to do so or thereafter fails to diligently progress such measures;(xii) the Contractor subcontracts the whole of the Work;(xiii) the Contractor breaches its obligations (including for the avoidance of doubt, the Project Agreement Obligations) under the Contract which results in (i) the termination of any Project Agreement, or (ii) revocation of any Permits necessary for the Company to construct the Project, or which causes the Company to be obliged under the terms of any of the aforesaid documents to terminate the Contract;(xiv) the Contractor assigns, mortgages or otherwise parts with or purports to assign, mortgage or otherwise part with an interest in the Contract or novates or purports to novate the Contract, in violation of Art. 35.1; or(xv) the Contractor is found to (A) have made a misrepresentation for which liability is not excluded under Art. 38.3 or (B) have breached the warranty or undertaking in the Specific Compliance Requirements and termination right for such breach is set forth in such Specific Compliance Requirements.(A) X = the sums paid or due to the Contractor under the Contract, plus the reasonable costs incurred by the Company in completing the Work, including correcting any defects; and(B) Y = the net amount that would have been paid by the Company under the Contract had the Contractor completed the Work;(ii) if the Company chooses not to complete the Work, an amount equal to any shortfall in the market value of the Deliverables (excluding the value of any Company's Materials incorporated therein) and Materials (other than the Company's Materials) in the Company's possession or subsequently delivered to the Company pursuant to Art. 24.2(a) at the date of termination, compared to the aggregate of the sums paid or due to the Contractor under the Contract;(iii) all other loss and/or expense which it is estimated will be incurred by the Company as a result of the termination; and(iv) any other amounts due from the Contractor to the Company but not paid or otherwise recovered,and the Contractor shall make payment to the Company within fourteen (14) days after receipt of the calculation from the Company.(d) If the Company decides after the termination of the Contract not to have the Work carried out and completed (or it is unable to do so) it shall so notify the Contractor within six (6) months of such decision. Within a reasonable time of such notice or (where the Company determines to complete the Work) within thirty (30) days of the completion of the Work and the making good of any Defects therein, the Company shall make the calculations referred to in Art. 24.2(c).(e) At any time following termination and pending final establishment of relevant values pursuant to Art. 24.2(c), the Company may notify to the Contractor its provisional assessment of the net amount (if any) which will be due from the Contractor following such final establishment of relevant values, and any amount so determined shall be due and payable forthwith by the Contractor. The Contractor waives its right to dispute or challenge such provisional assessment but shall be entitled to dispute in accordance with Art. 34 any values finally claimed or asserted by the Company pursuant to Art. 24.2(c) and to require a reconciliation between any such provisional assessment and final establishment of such values.25 TERMINATION FOR COMPANY CONVENIENCE 25.1 Termination by CompanyThe Company may terminate the Contract for the Company's convenience by giving notice of such termination to the Contractor, and termination shall be deemed to be effective with immediate effect after the notice is received by the Contractor. After a termination pursuant to this Art. 25.1, the Contractor shall proceed in accordance with Art. 24.2(c) and shall be paid in accordance with Art. 26.2.26 TERMINATION DUE TO COMPANY DEFAULT AND CONSEQUENCES OF TERMINATION 26.1 Termination by ContractorThe Contractor is entitled to terminate the Contract with immediate effect by notifying the Company when:(a) the Company fails to pay to the Contractor any sum (which is not in dispute) due under the Contract in excess of an amount equal to twenty-five per cent (25%) of the Contract Price for a period exceeding sixty (60) days after the due date for its payment, provided that the Contractorshall first have given not less than sixty (60) days' notice of its intention to terminate the Contract in writing to the Company and payment of such overdue amount has not been made within such sixty (60) day notice period; or(b) the Company is subject to an Insolvency Event. 26.2 Consequences of Termination (a) Following termination pursuant to Art. 25.1 or Art. 26.1, the Company shall pay:(i) the unpaid balance due to the Contractor for that part of the Work already performed;(ii) the Contractor's Costs related to the copying of documents in accordance with Art. 26.2(c)(ii);(iii) all necessary, reasonable and documented termination charges, demobilisation costs, and administration costs incurred by the Contractor in connection with the termination; and(iv) within thirty (30) days after receiving an invoice from the Contractor, a termination fee equal to three per cent (3%) of the product of A – (B + C), where:(B) B = that part of the Contract Price which has been paid to the Contractor at the date of termination; and(C) C = that part of the Contract Price which is to be paid pursuant to Art. 26.2(a)(i).However, the Parties agree and acknowledge that the Contractor shall, at all times, be subject to a general duty to mitigate any such costs and charges. The Contractor is obliged to use its best endeavours to minimise the termination fee and any Costs, by seeking alternative employment and/or utilisation of personnel and Materials during such period.(b) The Company shall be entitled to deduct from any termination fee which the Company is liable to pay to the Contractor under the Contract any debt or other moneys due from the Contractor to the Company and any claim to money which the Company may have against the Contractor whether for damages (including Liquidated Damages) or otherwise.(c) Following termination pursuant to Art. 25.1 or Art. 26.1 and notwithstanding any outstanding amounts which may be payable to the Contractor under the Contract:(i) the Company shall be entitled to take over from the Contractor and, at its own cost, remove the Deliverables and Materials whether wholly or partly completed from the Site(s). If such removal is not done within a reasonable time, then the Contractor may, after having given notice to the Company, remove them to a suitable location for storage at the Company's cost and risk. The Contractor shall, until the Deliverables and Materials have been removed, keep them in a safe manner at the Company's cost and risk.(ii) the Contractor shall deliver copies (in an editable electronic format) of all design and procurement documentation prepared up to the termination, including such documents as are not yet completed. The Contractor shall also deliver one set of drawings of the Contract Object reflecting actual "as-built" status on the termination date;(iii) the Contractor shall deliver copies (in an editable electronic format) of all plans, drawings, specifications and other documents which the Company has the right to use in accordance with Art. 32, and any liability the Company would otherwise have to pay any amounts to the Contractor following a termination in accordance with Art. 26.1 or Art. 25.1 shall be suspended until such time as such plans, drawings, specifications and other documents have been delivered to the Company;(iv) the Contractor shall cease all further work, except for such work as the Company may specify in the notice of termination for the sole purpose of protecting that part of the Work being executed;(v) to the extent legally possible and required by the Company, the Contractor shall procure the transfer to the Company or such person as the Company may direct, of all rights, title and benefit of the Contractor to the Work and other Deliverables and in the Materials as at the date of termination and shall use its best efforts to novate to the Company any Subcontracts or terminate Subcontracts on terms acceptable to the Company;(vi) to the extent legally possible, procure that any Permits obtained in connection with the Contract are transferred into the name of the Company or such other person as the Company may direct; and(vii) to the extent legally possible, procure that the benefit of all warranties which the Contractor has received from any Subcontractors in relation to the Work, together with the benefit of the provision(s) referred to in Art. 9.7(g) in the relevant Subcontracts, are assigned to the Company.(d) To the extent legally possible, the express rights of termination set out in the Contract are the Parties' exclusive rights to terminate the Contract and the Parties' exhaustive rights and remedies in respect of such termination. The Contract may not be terminated by either Party for any other reason, and any other such rights or remedies (whether for breach of contract, tort (including negligence) or under any other legal theory) are hereby excluded.for one hundred and eighty (180) days or more, then subject to Art. 27.10, each Party shall have the right to terminate the Contract by notice to the other. In the event of such termination the provisions of Art. 26.2(a) (excluding Art. 26.2(a)(iv)) to Art. 26.2(c) shall apply accordingly.LIABILITY AND INSURANCES 28 LOSS OF OR DAMAGE TO THE DELIVERABLES OR THE COMPANY'S MATERIALS(a) Each Party shall indemnify and hold harmless the other Party's group (Company Group or Contractor Group as applicable) from and against all and any claim, damages, liabilities, losses and expenses (including legal fees and expenses) to the extent arising out of any:(i) requirements of Public Authorities in connection with the removal of wrecks, vessels or other floating devices provided by the indemnifying Party's group (Company Group or Contractor Group as applicable) for use in connection with the Work and/or removal of such wrecks which would otherwise interfere with the other Party's group's (Company Group or Contractor Group as applicable) ongoing work or operations at the Offshore Site (as appropriate);(ii) pollution (including noise pollution), emissions or other environmental damage to the extent caused or contributed to by the indemnifying Party or its Subcontractors in the performance of the Contract, save that the provisions of Art. 29.1(a) shall apply to the extent that the consequences of such pollution (including noise pollution), emissions or other environmental damage are within the scope of the indemnity provided at Art. 29.1(a); and(iii) loss of or damage to any property of, personal injury to or loss of life of any person who is not within the either Party's group (Company Group or Contractor Group as applicable), which arises out of or in the course of or by reason of the performance or non-performance of the Contract or which is attributable to any negligence, wilful misconduct or breach of the Contract by the indemnifying Party or its group (Company Group or Contractor Group as applicable),provided that in each case the indemnifying Party's liability shall be proportionately reduced to the extent the claim, damages, losses and/or expenses are attributable to any negligence, wilful misconduct or breach of the Contract by the other Party or its group (Company Group or Contractor Group as applicable).(a) The Contractor shall indemnify and hold harmless the Company Group from and against all and any claim, damages, liabilities, losses and expenses (including legal fees and expenses) to the extent resulting from an actual or alleged infringement, misappropriation or misuse of any Intellectual Property Rights in relation to:(i) the design, manufacture, construction or execution of the Work, (ii) the use of Contractor's Equipment, or (iii) the proper use of the Deliverables.(b) If, as a consequence of any claim threatened or brought against the Company or the Company Group arising out of the matters referred to in this Art. 29.4, any part of the Deliverables or their use is held or is accepted by the Contractor to constitute infringement and its use is prohibited, the Contractor shall at its own expense forthwith obtain for the Company the right to use or continue using the Deliverables, provided that, if the Contractor is unable to obtain such right within one (1) month after it was notified of such infringement, the Contractor shall, at its own expense and at the Company's discretion, either:(i) as soon as reasonably possible replace the Deliverables, or part thereof with equivalent non-infringing Deliverables; or(ii) as soon as reasonably possible modify the Deliverables so that they become non- infringing,(c) Any such replacement or modified Deliverables shall be subject to the provisions of the Contract applicable to the original Deliverables, and the Contractor shall not, as a result of having to obtain a licence to enable the Company to utilise the Deliverables or from undertaking any action required under Art. 29.4(b)(i) or Art. 29.4(b)(ii), be entitled to claim to any extension of time, adjustment to the Contract Price, other additional payment or other remedy, and any such entitlement is hereby expressly excluded.(d) Notwithstanding the foregoing, the Company shall indemnify and hold the Contractor harmless against and from any claim alleging an infringement, misappropriation or misuse of any Intellectual Property Rights which is or was directly due to Contractor's compliance with the Company's Documents or directly caused by use of any Company Materials.(e) A Party shall without undue delay notify the other Party if it receives a claim that the other Party is obliged to indemnify. Whenever possible, the other Party shall take over treatment of the claim.The Parties shall give each other information and other assistance needed for handling the claim. Neither Party shall, without the consent of the other Party, approve of a claim which shall be indemnified, in whole or in part, by the other Party.(a) The Contractor shall indemnify and hold harmless the Company Group from and against all and any claim, damages, liabilities, losses and expenses (including legal fees and expenses) to the extent that the same are no longer insured or recoverable under insurance as a consequence of any vitiating acts in respect of any policy of insurance (including fraud, material misrepresentation, non-disclosure or breach of any warranty or condition of any policy by the Contractor) required to be provided or maintained pursuant to Art. 30.(b) The Contractor shall indemnify and hold harmless the Company Group from and against all and any claim, damages, liabilities, costs, losses and expenses (including legal fees and expenses) to the extent arising:(i) due to any breach by the Contractor or any Subcontractors of the requirements of the Permits or any Applicable Laws, save that the provisions of Art. 29.1(a) shall apply to the extent that the consequences of such breach are within the scope of the indemnity provided at Art. 29.1(a);(ii) due to a breach by the Contractor of the confidentiality obligations in Art. 33 or the Specific Compliance Requirements; or(iii) as a consequence of any failure of Contractor Group to pay the required taxes or any other non-compliance with such laws and regulations.LIMITATION AND EXCLUSION OF LIABILITY 31 LIMITATION AND EXCLUSION OF LIABILITYof goodwill, the cost of obtaining any new financing or maintaining any existing financing, including the making of any scheduled or other repayment or prepayment of debt and the payment of any interest or other costs, fees or expenses incurred in connection with the obtaining or maintaining of financing, subject to Appendix N, ECA financing and Article 35.6, (in each case whether direct or indirect), provided always that this Art. 31.3 shall not prevent, limit or exclude:(a) liability arising out of fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, or wilful default;(b) liability arising out of bribery or violation of any Applicable Laws, including for the avoidance of doubt, a breach of the Specific Compliance Requirements;(c) liability which the Contractor has recovered or is entitled to recover from any insurer (including funds received from the Company), or a third party and/or would have recovered from an insurer, but for a breach by the Contractor of its obligations under the Contract in relation to effecting and maintaining any insurance;(d) liability for such losses or costs insofar as they form part of the pre-estimated losses for the purposes of calculation of Liquidated Damages or any equivalent general damages payable in the event that the Liquidated Damages are found to be prohibited, rendered void, invalid or unenforceable by any Applicable Laws or otherwise;(e) liability for the payment of amounts following termination of the Contract under Art. 26.2(a)(iv); or(f) the calculation of amounts under Art. 24.2(c)(i)(A) and Art. 24.2(c)(ii).by the Company of its obligations under the Contract in relation to effecting and maintaining insurance, or(ii) would have recovered from any insurer from a Contractor procured insurance, but for a vitiating act for the applicable insurance required pursuant to the Contract attributable to the Company or its contractors or a breach by the Company of its obligations under the Contract (including for the avoidance of doubt, negligence);(b) the Company's liability in the case of fraud, fraudulent misrepresentation, wilful misconduct (where committed by, under the instruction of or with the knowledge of a person within the management structure of the Company, at or above engineering manager level);(c) liability in respect of the Company's indemnity obligations set out in Art. 29.2(a), Art. 29.3(a) and Art. 29.4(d); orPROPRIETARY RIGHTS AND CONFIDENTIALITY 32 RIGHTS TO INFORMATION, TECHNOLOGY AND INVENTIONSand the Deliverables will not by their nature constitute or depend for their existence upon an infringement of the Intellectual Property Rights of any person and that the Work may be used and operated by the Company and its successors and assigns without any such infringement whether on the part of the Company, or the Contractor, any member of the Contractor's Group or their respective employees.(vii) to subcontractors of either Party and/or to the Company's other contractors on the Project on terms that require them to undertake to comply with confidentiality obligations not less stringent than this of Art. 33; and/or(viii) to any other person, to the extent necessary for (i) the performance of and control of the Work or other obligations under the Contract and/or (ii) use of the Deliverables by the Company, or any other assignment of the assets (including conducting the sale of a direct ownership interest in the Project). In such cases the disclosing Party shall ensure that such person is subject to obligations of confidentiality in respect of the disclosed confidential information in terms no less stringent than the terms of this Art. 33.(a) The number of Arbitrators shall be three. (b) The seat or legal place shall be London, England. (c) The language to be used in the arbitral proceedings shall be English.(c) make all such other orders as if the parties to the Related Dispute were a party to this arbitration agreement.OTHER PROVISIONS 35 TRANSFER OF THE CONTRACT AND THIRD PARTY RIGHTSon such other terms as may be reasonably required by the Lenders subject to such form being consistent with the requirements for a non-recourse or limited recourse financing.The Contractor acknowledges and agrees that the Lenders may appoint representatives or engineers to monitor the performance of the Works and compliance with other provisions within the Contract. The Contractor shall allow the Lenders' TA or any other agents and advisers of the Lenders such reasonable access to the Site, to accompany the Company to any inspection or test that the Company is otherwise entitled to attend or witness in accordance with the Contract, and to any documentation in relation to the Contract at such times as they shall reasonably require.The Contractor agrees to appoint representatives or engineers to deal with the Lenders and to perform the obligations of the Contractor under this Art. 35.6 and shall notify the Lenders of the identity of such representative. The Contractor agrees to bear all expenses incurred by it or its representative in connection with its or its representative's dealings with the Lenders.These representations and warranties will require amendment if the Contractor is a joint venture or a consortium.the Contract or that the Work is in accordance with the Contract or relieve the Contractor of any of its obligations, risks or liabilities under the ContractIn all cases the Party claiming a breach of the Contract or a right to be indemnified in accordance with the Contract shall be obliged to take all reasonable measures to mitigate the loss or damage which has occurred or may occur.The Contract constitutes the entire agreement between the Company and the Contractor with respect to the subject matter of the Contract and supersedes all prior commitments, arrangements, agreements and contracts (whether written or oral) made between or entered into by the Parties with respect thereto prior to the Contract Date except to the extent they are expressly incorporated herein. The Company and the Contractor acknowledge that:(a) neither Party has entered into the Contract in reliance upon any representation, warranty or undertaking of any Party which is not expressly set out or referred to in the Contract; and(b) no Party shall have any remedy in respect of misrepresentation or untrue statement made by any other Party which is not contained in the Contract nor for breach of warranty which is not contained in the Contract;(c) this Art. 38.3 shall not exclude any liability for, or remedy in respect of, fraud or fraudulent misrepresentation; and(d) except to the extent that the same cannot be excluded under Applicable Laws, no terms shall be implied (whether by custom, usage or otherwise) into the Contract.Each of the Parties shall pay its own costs and expenses of and incidental to the negotiation, preparation, completion and entering into of the Contract.Except as expressly provided in the Contract, the Contractor shall have no rights, whether at law or under or pursuant to the Contract or otherwise, to any extension of the time limits contained in the Contract or to any adjustment to the Contract Price or to claim any additional sums or other forms of relief or to treat the Contract as terminated.If the enforcement or operation of any provision of the Contract is prohibited by law or if any provision of the Contract is by law rendered void, invalid or unenforceable, such prohibition, voidness, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.Each Party agrees, upon the request of the other, to execute any documents and take any further steps as may be reasonably necessary in order to implement and give full effect to the Contract.(a) Nothing in the Contract shall be deemed to constitute a partnership between the Parties nor constitute any Party the agent of the other Party for any purpose, unless the Contract expressly provides to the contrary.(b) The Parties do not intend that any term of the Contract should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party.Provisions of the Contract which are expressed, or by their nature intended, to survive termination, including this Art. 38.9 and all indemnities provided by a Party under this Contract, shall survive the termination or expiry of the Contract and continue in full force and effect.(a) The Contract may be executed in any number of counterparts, all of which when taken together shall constitute the one and the same instrument.(b) The Contract may be executed by using electronic signature software, including portable document format (PDF), and delivered through electronic transmission, including email, and all signatures so obtained and transmitted shall be deemed for all purposes under the Contract to be original signatures until such time, if ever, original counterparts are exchanged by the Parties.