General Terms and Conditions of Sale

A- VALIDITY OF THE OFFER

This offer is valid for the period mentioned in the quotation section from the date of the offer.

AA- validity of potential contract.

As of the effective date of the contract, Watercenter S.A.L. has taken all corporate action, necessary for the execution and delivery of this contract, and for the performance of its obligations under this Contract within 360 days. Should the execution of this contract be delayed more than 360 days, due to default by the client, and beyond the control of Watercenter S.A.L., then this contract is validly rescinded and Watercenter will keep in its possession all amounts paid by the client. The client understands that Watercenter S.A.L. may make any changes to this contract after its expiration date, including to review the conditions of the contract.

B- PAYMENT TERMS

Where by virtue of this clause WATERCENTER will be entitled to the amounts falling due under payment terms included in the quotation section in respect of:

• Advance payment.
• The value of the contract works executed.
• Any other items in the contract BOQ including those temporary works, day works and the like.
• The percentage of the invoice value of listed materials.
• Any other sums to which WATERCENTER may be entitled under the contract.
• Watercenter S.A.L. shall invoice the client for the delivery of equipment in advance setting forth a detailed list of equipment to be provided to the client. The invoice shall be immediately due and payable before delivery of equipment, even though if the site is not ready for the installation of these equipment.

The client hereby covenants to pay WATERCENTER in consideration of the execution and completion of the contract works the price or such other sum as may become payable under the provisions of the contract at the times and in the manner prescribed by the contract.

If payment has not been made in full within 15 days after the expiry of the applicable term for payment the client shall be in default without formal notice of default being required. As from the moment it is in default, the client shall owe the statutory rate of interest on the outstanding amount plus an additional 2%, and all outstanding amounts shall become due and payable.

Payment by the client must be made without the latter having any authority to apply any discount to the payment, to suspend payment, or to set off the payment against any claim against WATERCENTER.

In such event, WATERCENTER may without prejudice to any other method of recovery, keep in its possession all amounts paid by the client as a lump sum damages and considers the contract automatically and legally terminated by the client upon his own faults without any need for a formal notice or other judicial declaration. As provided always that nothing shall prevent WATERCENTER from claiming against the client for delays in the execution of the contract works, payment or other circumstances caused by the act or default of the client.

This contract has been labeled in United States Dollars (US $) according to Article 301 of the code of Obligations & Contracts.

Accordingly, all payments to Watercenter shall be in the specified currency, i.e. either in cash (US$ banknotes) or by wire transfer to Watercenter account abroad (details to be provided by Watercenter separately). In the event of amendment of Article 301 of the Code of Obligations & Contracts by the legislator, the terms of payment specified in this clause shall remain applicable. In case future legislation compelling the acceptance of payment in Lebanese Liras is promulgated, the exchange rate to be adopted by the parties shall be the exchange rate in the free market and not the one common among the banks and BDL.

C- PROGRAM SCHEDULE:

WATERCENTER shall submit a detailed program schedule established in accordance with the site general schedule received from Main contractor/subcontractor/client; i.e. civil work progress, machine room readiness etc…. This schedule should be received from the client upon contract signature where WATERCENTER shall submit in return the detailed schedule of our scope within 15 days. Should the client not be ready to accept the delivery of the equipment(s) to site for any reason not caused by WATERCENTER; then WATERCENTER will store the equipment(s) at the client's risk and cost. Payment for the equipment will be made as if the materials had been delivered to site, in accordance with the payment terms, listed in this quotation.

The commissioning period shall be as mentioned in the quotation provided site conditions permit (availability of electricity, water for testing and commissioning, etc.)

The period of installation shall not exceed a total of one year from contract signature date.

D- WARRANTY

All equipment supplied by WATERCENTER is warranted against defective manufacturing and bad workmanship, except electrical components and all problems occurring due to electric power fluctuation or failure, for one year from date of installation as per WATERCENTER’S standard conditions of sale.

Kindly note that this is completely different from regularly needed maintenance visits that will be charged and/or contracted separately.

The Warranty is only valid if WATERCENTER operation and maintenance instructions are observed and the agreed terms of payment are honored.

This Warranty will be considered NULL and VOID if another party tampers with the Contracted items (Process & Equipment).

WATERCENTER shall fulfill all the SNAG list presented by the client after the start up. Once finished, the client has a maximum delay of two weeks to sign the certificate of completion (COC) and warranty letter (WL) otherwise the job will be considered done and the warranty null and void.

E- APPROVALS:

Where approvals are required, submittal for approval not returned within 10 days of submission shall be deemed to be approved, otherwise WATERCENTER reserves the right to review the delivery and change price accordingly. Also, in the events of any comments being received on submittal, which require major changes, WATERCENTER reserves the right to review the delivery and change the price accordingly.

F – ACCEPTANCE:

Beneficial use of the equipment shall constitute acceptance of this contract.

G – DOCUMENTATION:

WATERCENTER documents include our standard documentation and procedures with drawings instructions and manuals written in English if necessary. Any special requirements in addition to the above might result in additional charges.

H - TERMINATION OF THE CONTRACT:

If this contract is terminated for any reason for which WATERCENTER is not responsible; WATERCENTER shall be paid by the client for:

• All completed and approved executed works including drawings up to the date of termination provided that WATERCENTER has not been paid before for such works.
• All materials delivered on site for use if not already paid for prior to date of termination.
• The cost of materials manufactured and/or ordered for this contract if they are paid by WATERCENTER or for which they are legally bound to accept delivery. Upon full payment by the client, such materials shall become property of the client.
• Costs of engineering and design work already executed for this contract only in case termination occurs prior to materials manufacturing.
• The amount as approved by the client of any expenditure which in the circumstances was reasonably incurred by WATERCENTER in the expectation of completing the whole of the works, in so far as such expenditure shall not have been covered by the payment mentioned before.

I - FORCE MAJEURE:

“Force Majeure” is used here to mean any act, event, cause or occurrence rendering a party unable to perform its obligation which is not within the reasonable control of such party or its subcontractors. If either party is rendered unable, by force majeure to perform its obligations under this contract, it is agreed that performance of such obligations by such party, so far as they are affected by force majeure, shall be executed from the inception of any such liability until it is corrected, but for no longer period. The party claiming inability to perform shall, immediately after the occurrence of the force majeure event, notify the other party in writing of the nature, date of inception and expected duration of the force majeure and the extent to which it will prevent the party giving such notice from performing its obligation under this contract.

J – GENERAL:

All notices, authorizations and approvals pertaining to the contract shall be in writing, except as otherwise provided below. All notices between the parties shall be sufficient when delivered in person or sent by a facsimile or by a certified or registered mail, to the above mentioned addresses.

This contract is subject to and shall be construed in accordance with the Lebanese Government Laws & Regulations.

In witness where of the parties have executed this contract in one copy intending to serve as original, with one photocopy delivered to the client, as of the effective date set forth above.

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