Posco Energy Standard from of Purchase Order

POSCO ENERGY STANDARD FROM OF PURCHASE ORDER

For goods and services (excluding specially designed goods)

PURCHASE ORDER NO. ______

Re : ______

Date: ______

(This purchase order number must be shown on all packages, invoices, shippingpapers, and correspondence)

※For the purposes of this Contract Document, as defined herebelow, Work means any and all goods, services, construction or installation, as the case maybe, that Seller shall sell, provide, deliver, construct, conduct, and/or complete for the benefit of Buyer as required by or in accordance with Contract Documents.

Purchase Order Attachments

Letter of Credit______is required

(check one)

______is not required

Taxes______are included in Total Price

(check one)

______are not included in TotalPrice

THE STANDARD TERMS AND CONDITIONS ATTACHED HERETOARE EXPRESSLY INCORPORATED HEREIN AND FORM PARTOF THIS PURCHASE ORDER AND THE AGREEMENT CONSTITUTEDBY THE ACCEPTANCE HEREOF. THIS PURCHASE ORDERHAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATEACTION AND HAS BEEN EXECUTED AND DELIVERED BYAUTHORIZED REPRESENTATIVES OF EACH PARTY.

Standard Terms and Conditions

1. Conditions of Offer or Acceptance: If the Purchase Order is construed as an offer by Buyer, Seller’s acceptance is strictly limited to the terms of this offer and Buyer hereby notifies Seller of its objection to any different or additional terms in Seller’s acceptance. If the Purchase Order is construed as Buyer’s acceptance of Seller’s offer, this acceptance is expressly conditional on Seller’s written assent to any terms additional to or different from Seller’s offer contained herein.

1. Contract Documents: The Purchase Order, including any exhibits or attachments, these Standard Terms and Conditions, and all drawings, specifications, and other documents listed herein or attached hereto, along with all written modifications hereto (collectively the “Contract Documents”) comprise the complete and final agreement between Buyer and Seller concerning its subject matter, and supersede all prior negotiations, proposals, representations, commitments, understandings, or agreements between the parties, either written or oral. References to Seller’s bid or proposal, if noted herein, shall not affect the terms and conditions hereof, unless specifically provided to the contrary herein, and if Seller’s bid or proposal is made a part hereof and the bid or proposal contains any terms or conditions inconsistent with the terms and conditions herein, then the Contract Documents shall govern. No other agreement, quotation, or acknowledgment in any way modifying any of the Contract Documents will be binding upon Buyer unless made in writing and signed by Buyer’s Representative.

1. Changes to Contract Documents:The parties shall have the right from time to time to make changes in the Contract Documents via written change order issued by Buyer to Seller. Should any change in the Work affect the Total Price or any Guaranteed Date specified in the Purchase Order, Seller shall, before proceeding, notify Buyer in writing any such changes and receive Buyer’s agreement thereto and the same shall be included in a written change order. The provisions of the Contract Documents shall apply to all such change orders, modifications, additions, or deletions with the same effect as if they were embodied in the original Contract Documents. Seller will not be granted additional time or compensation for extra or additional Work, and no modification, alteration, or amendment to the Contract Documents shall be effective unless authorized by a prior written change order from Buyer. Seller agrees that any change order accepted by Buyer in writing constitutes a full and final settlement and accord and satisfaction of all effects of the change upon all aspects of the Contract Documents and will compensate Seller fully. In such case, Seller expressly waives all right to make a claim or demand or to take any action or proceeding for any other consequences of any change order, whether the consequences result directly or indirectly from such change order.

1. Scope of Work: Seller agrees to provide all goods, labor, supervision, materials, supplies, equipment, transportation, tools, permits, utility connects and disconnects, and services, and to provide and deliver to Buyer the goods or services described in the Contract Documents (collectively the “Work”). Subject to Article 16(B), Seller shall pay all taxes of any kind, including income, excise, use and sales taxes, and customs and import duties arising from or related to the Work. Seller shall obtain and pay for all permits, licenses, fees, and certificates of inspection necessary for the prosecution and completion of the Work and provide any bond required by Applicable Law in connection therewith, and shall report and, subject to Article 16(B), pay all taxes, including payroll, sales, use, excise, and occupational taxes, applicable to Work furnished by Seller or any of its subcontractors under the Contract Documents. Seller shall arrange for all necessary inspections and approvals by governmental officials. All means and methods used by Seller in furtherance of the Work shall be Seller’s responsibility and under its control unless specified otherwise elsewhere within the Contract Documents.

1. Seller’s Representation:Seller represents and warrants that: (1) it is financially solvent; (2) it is, if and to the extent required by Applicable law, licensed to perform the Work; (3) it has marketable title to the Work conveyed herby and has the right to convey the same;(4) the Work conveyed hereby is unencumbered and free from any security interests and liens, regardless of form or kind; (5) the Contract Documents are sufficient for the proper and complete execution of the Work; (6) it has obtained all license and permits required by Applicable Law to perform the Work; and (7) it is fully experienced and qualified, as required by the Buyer, to perform the Work and that it is properly equipped, organized, and financed to perform and complete such Work.

1. Warranty: In addition to any warranties in the Contract Documents, and any rights and remedies at law or in equity that Buyer may have, Seller expressly warrants that the Work furnished hereunder shall be free from defects in material, workmanship, and design, and according to the best applicable standard practices. The Work shall be new, unless otherwise specified, and of first class quality. In addition to any other rights Buyer has under the Contract Documents, at law or equity, Seller shall promptly repair, modify, or replace the Work or any part thereof found to be defective and any portion of the Work or the Project damaged by such defective Work or by the repair of it at Seller’s sole expense, including parts, freight, and labor for removal and reinstallation, upon receipt of notification from Buyer within three (3) months from the date of Buyer’s final acceptance of the Work or within such other reasonable period that the Parties agree otherwise. Any repaired, modified, or replaced Work shall be additionally warranted against defects for a period of twelve (12) months after completion of such repair, modification, or replacement of defective Work and redelivery of the same to the place of Buyer’s choice. In the event Buyer refuses to make final acceptance of such repaired, modified, or replaced Work because of failure by Seller to properly repair, modify, or replace the same and such repaired, modified, or replaced Work fails to operate, demonstrate, or show as originally intended or contemplated, Buyer, at its option, may (1) cover the Work from any other supplier or seller at Seller’s expense, (2) request for refund to Seller and Seller shall bear and pay any and all extra costs, expenses, damage, harm, and/or loss of profit that Buyer may incur as a result of such refund.Seller shall within ten (10) calendar days from the receipt of such refund request, pay the amounts due Buyer.

Seller acknowledges that, notwithstanding any drawings, specifications, explanations or other descriptions of the Work, Buyer is relying on Seller’s skill and judgment to furnish suitable Work for the purposes described herein. All warranties are in addition to any other rights of Buyer and shall survive any inspections, delivery, acceptance, and payment. Without relieving Seller of any of its warranty obligations under this Purchase Order, Seller shall assign in full, and without cost to Buyer, all warranties from Seller’s subcontractors that are applicable to the Work, and deliver such assigned warranties with the Work.

1. Inspections and Reporting: In the event the Work involves manufacturing, installation, or construction, Seller shall provide all interim inspections required to ensure compliance with the Contract Documents. Buyer or any other person that Buyer designate as an inspector shall have the right at all reasonable times to inspect, test, and expedite all Work in progress, whether at Buyer’s location or any other place where Work may be in process, preparation, manufacture, storage, installation, or tendered by Seller for Buyer’s receipt. Neither the inspection, approval of any kind, the presence, nor the absence of an inspector or other personnel of Buyer in such locations or facilities,where Work may be in process, preparation, manufacture, storage, installation or tendered, shall relieve Seller from any requirements of the Contract Documents, and failure on the part of Buyer to discover or reject Work not in accordance with the specified requirements shall not be deemed an acceptance or a waiver of defects or any rights to claims arising therefrom. At Buyer’s option, Seller must submit monthly (or more frequently if delivery requirements make it necessary)to Buyer, engineering and production status reports which Buyer may require, including reports on Seller’s purchases pursuant to the Contract Documents. The Work is subject to final inspection and acceptance by Buyer, notwithstanding any prior inspection, any passage of title, or any payments hereunder. Seller shall procure and require, in any subcontract permitted by Buyer, that the subcontractor, if any, afford Buyer or any other person Buyer designates as an inspector the access and inspection rights set forth herein. If such tests or inspections indicate or reveal that the Work fails to satisfy or conform to such requirements, Seller shall, at is sole expense, remedy the deficiencies therein so as to make Work to conform to the requirements of Contract Documents.Seller shall be liable and shall reimburse to Buyer for all damage, loss of profit, costs, expenses, harm, or any other consequential, special, incidental or any other harm or loss it may sustain or incur as a result of failure to satisfy or meet such inspection.

Buyer shall and procure that any of its designee shall take all necessary measure not to interfere, hinder, or obstruct the operation, preparation, or businesses of Seller, and Buyer shall reimburse the Seller for any damage or harm caused in the course of or as a result of the access, and/or inspection granted and conducted by Buyer.

1. Delivery: Shipment and delivery shall be in strict accordance with the instructions contained in the Contract Documents. Unless otherwise stated herein, freight shall be paid by Seller and is included in the Total Price. In cases where freight is to be paid by Buyer, all Work shall be shipped by Seller via the particular route and through the particular carrier/courier, if applicable, specified by Buyer; otherwise, the difference in freight and extra cost in cartage as well as any damage that may cause by utilizing carrier, route, and/or courier other than specified or instructed by Buyer shall be at Seller’s sole expense. Partial shipments are not allowed unless expressly stated in the Purchase Order. Partial shipments must be accompanied by identifying documents, but such shipments shall not be interpreted to make the obligations of Seller severable. Itemized packing slips shall accompany each shipment hereunder.

Unless otherwise specified herein, the delivery under this Contract Documents shall be made in strict compliance with the terms agreed and set forth in the Purchase Order and such terms of delivery of the goods under this Purchase Order shall be governed and interpreted by the latest provisions of the Incoterms, a codification of terms maintained by the International Chamber of Commerce.

1. Submittals:Unless otherwise stated herein to the contrary, Seller shall deliver to Buyer copies of shop drawings, cuts, samples, material lists, as-built documents, operating manuals, and other submissions as reasonably requested by Buyer or required by the Contract Documents (“Submittals”) within sufficient time so as not to delay performance of the Work. Seller recognizes that Buyer’s prompt receipt of Submittals is of primary importance to Buyer’s schedule. Seller therefore agrees that these items shall be furnished in such quantities and types and in strict compliance withschedules contained herein, or if no schedule is specified, within a reasonable time and manner after issuance of the Purchase Order, failure by Seller to so perform shall constitute a material breach of this Contract Documents. Submittals shall be in strict accordance with the Contract Documents or other written requests from Buyer; provided, however, if Seller wished to propose a deviation from the Contract Documents or such requests, such deviation shall be clearly identified on the Submittal and be accompanied by a letter describing such deviation in detail and the effect, if any, on Seller’s pricing and time of performance. Requested deviations will be allowed or permitted by Buyer only when Buyer gives to Seller express written approval referencing the specific deviation and a change order for the same. No general or oral approval granted by Buyer shall relieve Seller from complying with the Contract Documents or requests from the Buyer. Buyer’s review of Submittals shall not be construed as a complete check or approval of such documents, nor shall it relieve Seller from responsibility for errors of any sort in Submittals, or from the necessity of furnishing any Work required by the Contract Documents that may have been omitted from any Submittal.

1. Time of Performance:

1. Time of the Essence.TIME IS OF THE ESSENCE IN SELLER’S PERFORMANCE OF THE PURCHASE ORDER. Seller shall proceed with the Work in a prompt and diligent manner, and will deliver the goods and achieve completion of the Work not later than the Guaranteed Date(s) specified in the Purchase Order. By entering into the Purchase Order, Seller represents that it has taken into consideration and made allowances for all reasonably foreseeable weather, hindrances, and delays incident to the Work. No interruption, cessation, postponement, or delay in the commencement or progress of the Work from any cause whatsoever, including Disputes, will relieve Seller from its duty to perform, although such circumstances may be the subject of Seller’s request for an extension of the Guaranteed Date(s) as provided below.

1. Seller’s Schedule. If requested by Buyer, Seller shall submit detailed schedules for performance of the Contract Documents, in a form acceptable to Buyer, and consistent with the Guaranteed Date(s) specified in the Purchase Order. Buyer may, from time to time, at its sole discretion, direct Seller to make reasonable modifications and revisions in such schedules. Seller will continuously monitor the schedule, and will advise Buyer of the status of its performance on a regular basis, including information on the status of materials or equipment that may be in the course of preparation or manufacture. Seller will notify Buyer immediately of any circumstances that may affect the times and sequences in the schedule, and will make all requests for extensions in writing to Buyer.

1. No Damages for Delay: Buyer will not be liable to Seller for any damages, including those for delay, hindrance, or acceleration resulting from or by reason of any cause, including: fire or other casualty; riots, strikes, or other combined action of the workers or others; acts of God or any other causes beyond Seller’s or Buyer’s control; or on account of any circumstances caused or contributed to by Buyer, unless rising to the level of Buyer’s active interference with the Work, and then only to the extent Buyer’s interference continues after Seller’s written notice of the interference. Should Buyer will owe Seller no additional money, but only an extension of time for completion equal to the delay caused, and then only to the extent (i) Seller makes written claim to Buyer within three (3) calendar days of the action that Seller contends has caused a delay and (ii) such delay causes a delay to the critical path in the Seller’s schedule and causes the Seller to deliver or complete the Work beyond the Guaranteed Date(s). If seller is responsible for any delays in the time to deliver or complete the Work and sequence of the schedule, Seller will, at its own expense, perform any overtime work necessary to bring the Work back on schedule, and Buyer may require Work to be furnished or shipped expeditiously, either by special, overland transport or air freight, from point of manufacture to the Work site, Seller being responsible for all additional costs.

1. Buyer’s Right to Accelerate Work. Even if the Work is otherwise in compliance with the schedule, Buyer may, at anytime, request Seller to accelerate the Work, and Seller shall use its best efforts to perform additional shifts or overtime (if such labor forces are available). In this event, Buyer’s sole liability to Seller will be to pay any shift differential, premium, or overtime payments actually incurred over and above Seller’s normal rates. Any adjustment to the Total Price or the Guarantee Date(s) that the parties agree in writing will be changed by such acceleration of the Work shall be implemented by Change Order.

1. Liquidated Damages.