Terms & Conditions

GENERAL PURCHASE ORDER TERMS AND CONDITIONS

1 Preamble

1.1 These General Purchasing Conditions (“the Conditions”) form part of the “Agreement” between the Parties which replaces and supersedes all other prior oral and written agreements between the Parties.

1.2 In case there exists a valid Service Agreement (“SA”) applicable to the Purchase Order scope between the Parties, the terms and conditions of such frame agreement shall apply to the scope, and shall replace these General Terms and Conditions, or any other standard terms and conditions exchanged between Geocrest and Supplier.

1.3 RATIFICATION: If the “Company” or “Supplier” specified in the Purchase Order is the same as the “Company” or “Supplier” identified in the Agreement, then this Purchase Order is hereby incorporated into and made part of the Service Agreement. If the “Company” or “Supplier” specified in this Purchase Order is not the same as the “Company” or “Supplier” identified in the Agreement, then the Parties to this Purchase Order hereby adopt and ratify the provisions of said Agreement. As to the Work described in this Purchase Order, the terms of said Agreement as changed or supplemented by this Purchase Order shall control.

1.4 By confirming the PO or by performing or supplying any goods and/or services set forth in the PO or invoicing pursuant to the PO, Supplier expressly agrees and accepts all terms of the PO and this Agreement.

2 Definitions in the PO

“Affiliate” – means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For the purpose of this definition: (a) the term “control” shall mean the direct or indirect beneficial ownership of more than 50% of the issued share capital, stock or other participating interest, or the legal power to direct or cause the direction of the general management, of the Person in question, and “controls” and “controlled” shall be construed accordingly; and (b) beneficial ownership (direct or indirect) and legal power to direct or cause the direction of general management shall include any ownership or power vested in the name of another person when shares are registered in such Person as a nominee or vested in such other Person (or its nominee) whether by way of security or in connection with the taking of security;

“Agent” – means, a company or an individual, who is neither an employee of Geocrest or its Affiliates nor an independent contractor serving in a functionally equivalent position, representing or acting on behalf of Geocrest or its Affiliates in any capacity whereby they provide services to Geocrest or its Affiliates and are authorized by Geocrest or its Affiliates to interface with government officials or government-owned entities in connection with Work on behalf of Geocrest or its Affiliates.

“Agreement” – means the agreement between Geocrest and Supplier for the sale and purchase of the Goods and/or Services in accordance with these Conditions and as set out in an Order;

“Associated Company” – means any entity which is not an Affiliate but is part-owned or managed by (a) Supplier or Geocrest or (b) an Affiliate of Supplier or Geocrest

“Claims” – means all claims, costs (including legal costs), damages, debts, demands, expenses, fines, interest and awards (including legal expenses), liabilities, liens, losses, obligations, penalties, remedies and causes of action of any kind (including, without limitation, actions in rem or in personam), in each case whether created by law, contract, equity, tort, voluntary settlement, or otherwise, including those made or enjoyed by dependants, heirs, claimants, executors, administrators or survivors, and any payment made pursuant to an extrajudicial settlement;

“Client” – means any legal or natural person(s) to whom Geocrest or an Affiliate of Geocrest has agreed to provide goods or services for which the Work is relevant;

“Client Group” – means (a) Client and Client’s Affiliates; (b) Client’s other contractors of any tier and their Affiliates; (c)Geocrest Group and their Affiliates; and (d) the respective agents, directors, officers, employees, consultants, agency personnel and invitees of the Persons included in items (a), (b) and (c) of this definition, but shall not include any member of Supplier Group;

“Consequential Loss” – means whether or not foreseeable at the date of this Agreement any:

consequential or indirect loss or damage as determined under the laws of Ghana; and
any loss of earnings, loss of profit or anticipated profit and loss of production and/or deferral of production, loss of product, loss of revenue, losses arising out of any business interruption, loss of use (including but not limited to wasted cost to other contractors providing personnel or equipment (i.e. spread cost)) in each case whether direct or indirect to the extent not included under (i) above;

“Deliverables” – means any outputs of the Works and Services and any other documents, products and materials provided by Supplier to Geocrest as specified in the Order and any other documents, products and materials provided by Supplier to Geocrest in relation to the Services (excluding Goods);

“Delivery Date” – means the delivery date(s) for the supply of Goods and Services as set out in the relevant Order;

“Delivery Term” – means the applicable delivery term for the Goods as set out in the relevant Order;

“Facility” – means Geocrest Offices, Project Site or Clients Sites (unless otherwise agreed between Parties) on which Supplier provides Goods and/or performs Services;

“Goods” – means the goods for companies purchase (or any part of them) set out in the Order;

“Government Authority” – means any supranational, international, national, federal, state, provincial, territorial, regional, municipal or local legislative, governmental or regulatory authority, including any branch, division, ministry, department or agency of the same, and any court, tribunal, commission, board or similar authority, and any enterprise owned, managed or otherwise controlled by any government entity, in each case with jurisdiction over Geocrest Company Limited, Supplier Group, the Work, any worksite or any matter arising under an Order;

“Intellectual Property Rights” or “IPR” – means any intellectual property rights, in any form or storage, including but not limited to copyrights (including rights in computer software and moral rights) and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, design rights and rights in databases, rights in internet domain names and website addresses, rights in confidential information including but not limited to know-how, trade secrets, rights to prevent passing off or unfair competition, and all other intellectual property rights, and all applications, pending applications or right to apply, for the above in all cases whether or not registerable in any country (in each case whether registered or unregistered) and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world;

“Geocrest” – means the Geocrest Company Limited entity that enters an Order with a Supplier for the purchase of the Goods and/or Services.

“Geocrest Data” – means all and any data and information of Geocrest, including (a) data from Geocrest’s source systems, (b) data (i) provided, collected, used, processed, stored, or generated as the result of use of the Goods and Services, (ii) data derived from data listed in item (i); and (c) personally identifiable information collected, used, processed, stored, or generated as the result of the use of the Goods and Services;

“Geocrest Group” – means (a) Geocrest and its Affiliates and Associated Companies; (b) its and their other contractors and subcontractors of any tier and their Affiliates; (c) the respective agents, directors, officers, employees, consultants, agency personnel and invitees of the Persons included in items (a) and (b) of this definition and (d) Client Group, but shall not include any member of Supplier Group;

“Order” – means Geocrest’s order for the Goods and/or Services, as set out in Geocrest’s electronic purchase order form and as further specified therein.

“Party” – means each of Geocrest and Supplier and “Parties” means Geocrest and Supplier collectively.

“Person” – means any individual, corporation, joint stock company, limited liability company, partnership, joint venture, association, trust, unincorporated organisation, Governmental Authority, or other entity, whether or not having a separate legal personality.

“Point of Delivery” – means the location(s) of delivery for the supply of Goods and/or Services as set out in the relevant electronic Order;

“Public Official” – means any (a) appointed official or any director, officer or other person employed in any capacity (i) at any level of Government, (ii) in a labour union controlled by any Government or political party or (iii) in any public international organization such as the United Nations or the European Union or African Union including any department, agency or other body thereof, (b) any candidate or officer or other person employed by a political party or (c) any person acting in any official capacity for or on behalf of any person or organization listed in (a) or (b);

“Site” – means the location in relation to which the Supplier provides Goods and/or performs Services;

“Services” – the services, including any Deliverables, to be provided by the Supplier under the Agreement, as set out in the Order;

“Sub-contractor” – means a supplier, contractor, vendor, agent or independent consultant of any tier selected and retained to provide Services/Goods on behalf of the Supplier;

“Supplier” – means the entity specified in the Order from whom Geocrest is purchasing the Goods and/or Services;

“Supplier Group” – means (a) Supplier, its Affiliates and Associated Companies; (b) its and their Sub-contractors and their Affiliates; (c) Supplier Personnel; and (d) to the extent not included in item (c) of this definition, the respective agents, directors, officers, employees, consultants, agency personnel and invitees of the Persons included in items (a) and (b) of this definition, but shall not include any member of Geocrest Group;

“Supplier Personnel” – means all personnel that the Supplier is required to provide in accordance with the provisions of an Order, including as the same may be employed or otherwise engaged (including on an agency, consultancy or secondment basis) by Supplier, its Sub-contractors or its or their Affiliates or agents;

“Third Party” – means any Person that is not a member of Geocrest Group or Supplier Group;

“Work” – means the supply of Goods, performance of Services and the provision of all other things, which the Supplier is to render pursuant to the Agreement and as specified in an Order;

3 Orders

3.1 The Order shall be deemed to be accepted on the earlier of:

Supplier issuing a written acceptance of the Order; or
Supplier doing any act consistent with fulfilling the Order, at which point the Agreement shall come into existence.

3.2 Geocrest may, at any time, make changes within the general scope of the Order by giving written notice to the Supplier (“Variation Notice”). Such Variation Notice(s) may include variations to the technical specification, quantities, method of shipping and/or packing, standards for inspection, Work schedule and/or the destination for delivery. If such variations cause a material increase or decrease in the Supplier’s costs, time of performance or both, the Supplier shall notify Geocrest promptly and request an equitable adjustment to the Order. Failure to notify Geocrest shall constitute a waiver of the Supplier’s right to an equitable adjustment. Geocrest shall have the right to review all proposed adjustments to the rates, prices, and schedule, as the case may be, and provide feedback as to such variations. The variation to the Order, together with any adjustments to the Order price and/or time of performance, shall be set forth in either a “Variation Order” or a revised Order issued by Geocrest.

4 Supplier’s Responsibilities

4.1 Non-Agent: Under no circumstances shall the Supplier perform any services for or on behalf of Geocrest or its Affiliates which would be considered “Agent” services as defined in clause 2 above nor shall Geocrest pay for any “Agent” Services the Supplier may perform.

4.2 Work: Supplier shall from the date set in the Order and for the duration of the Agreement provide the Work to Geocrest in accordance with the terms of the Agreement.

Supplier shall meet any dates and milestones for the Work specified in the Order or that Geocrest notifies to Supplier and time is of the essence in relation to any such dates and milestones.

4.3 Spare parts for pre-commissioning, commissioning, start-up and special tools. Supplier shall provide, preserve, pack, mark, identify, transport, secure and deliver as part of the Order and included in the above Order total price, spare parts for pre-commissioning, commissioning, start-up and first-fill chemicals/lubricants (if any) and special tools as required by an experienced contractor.

4.4 Services: In providing the Services, the Supplier shall:

co-operate with Geocrest in all matters relating to the Services, and comply with all instructions of Geocrest;

use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient numbers to ensure that Supplier’s obligations are fulfilled in accordance with the Agreement;
ensure that the Deliverables shall be fit for the purpose that Noble expressly makes known to the Supplier;
provide all equipment, tools and vehicles and such other items as are required to perform the Services;
use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Geocrest, will be free from defects in workmanship, materials and design;
obtain and at all times maintain all licenses and consents which may be required for the provision of the Services;
observe all health and safety rules and regulations and any other security requirements that apply at any of Geocrest’s premises and Facilities;
hold all materials, equipment and tools, drawings, specifications and data, cf. clause 20 (Data), supplied by Geocrest to Supplier (“Geocrest Materials”) in safe custody, maintain Geocrest Materials in good condition until returned to Geocrest, and not dispose or use Geocrest Materials other than in accordance with Geocrest’s written instructions or authorisation; and
not do or omit to do anything which may cause Geocrest to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and Supplier acknowledges that Geocrest may rely or act on the Services.

4.5 Statutory Requirement: In providing goods and Services, the Supplier will:

comply with all the laws of the country in which the goods or services are being delivered, especially the following:

The constitution regarding the sale of goods and services
Minerals and Mining regulations
Gold Mining Products Protection Ordinance
Environmental Protection Agency Acts and regulation
Labour law
Mercury law
United Nations Global Compact and the 01 principles of the International Council on Mining and Metals to continually improve sustainable development performance.

5 Price, Invoicing, Payment and Taxes

5.1 Price and charges: The fees and charges for the provision of the Goods and/or Services shall be the price shown for each of such Goods and/or Services on the face of the Order.

5.2 No other charges: Apart from Taxes (as set out below), the fees and charges shall include all costs and expenses, whether internal or external or direct or indirect incurred by the Supplier in complying with the obligations set out in this Agreement or required by law.

5.3 Invoicing: Invoices shall be in English, addressed to Geocrest and include all necessary references to the specific Goods and Services provided and Geocrest’s references including Geocrest’s name, contact person and Order number, place of delivery, quantity and description of the Goods or Services (in the same sequence as in the Order). With regards to taxes, each invoice shall show (i) the governing Taxes rate applicable to the charges being invoiced; (ii) the tax registration number of the Supplier; and (iii) the tax registration number of Geocrest.

5.4 Due payment and non-payment: Payment shall, unless otherwise stipulated in an Order, be due and payable current month plus thirty (+30) days from Geocrest’s receipt of complete and correct invoice at the address stated in the Order to be issued, as applicable, after Delivery of Goods in accordance with clause 6 herein or completion of Services. In the event, that Geocrest has not received an invoice, in whole or in part, for the Goods or Services under an Order at the address stated in the Order 30 (thirty) days after the delivery of the Goods or completion of the Services, such Goods or Services shall not qualify for invoicing and any such invoice presented shall not be payable. Geocrest may, in good faith, dispute any portion of an invoice, including as to whether the Work meets the requirements of the Order, by providing the Supplier with written notice identifying the basis for such dispute. Supplier shall reissue the invoice separating the disputed portions from the undisputed portions and the Parties shall discuss the disputed portion.

5.5 Interest on late payments: There will be no interest on late payments. However, Geocrest will make sure it adheres to the payment terms agreed with the supplier.

5.6 Taxes: All prices and rates contained in this Agreement are exclusive of taxes such as VAT, NHIL, COVID, etc. but inclusive of all other taxes, withholding taxes, duties and charges including, but not limited to, corporate income taxes, individual taxes and other social contributions (labour law taxes). Notwithstanding anything else herein to the contrary, Geocrest may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local corporate, income, employment, or any other taxes or duties as may be required to be withheld pursuant to any applicable law or regulation, determined by Geocrest in its sole discretion exercised in good faith. Supplier acknowledges that it may have tax obligations outside of its state of residence or incorporation or the state from where it operates, including specific tax reporting or filing obligations. It is the liability of the Supplier to ensure that all relevant documentation requirements related to sales tax are met. If Geocrest and Supplier are in dispute with respect to the tax liability to be applied to the Agreement, the Parties shall promptly apply for a written opinion from the appropriate Tax Authorities on the supplies made under the Agreement. The opinion of the appropriate authorities shall bind both Parties. Each party is to cover its own cost related to the opinion.

5.7 Tax: Each Party is responsible for all other taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of any contract and any payments hereunder. In the event that a withholding tax or similar tax, including any advance tax, is payable, Geocrest will be entitled to deduct the withholding tax or similar tax from the payment relating to the Supplier as required under applicable laws, regulations and tax treaties. The Supplier will indemnify and hold Geocrest harmless against all claims by any tax authority for any underpayment of withholding tax or similar tax including advance tax, penalties, and interest.

5.8 Right to set off payment: Geocrest reserves the right to i) set off payments against any liability or amount validly in dispute or owed to Geocrest by Supplier and/or ii) withhold sufficient amounts to protect Geocrest from any claim or liabilities incurred or to be incurred by Geocrest as a result of Supplier’s failure to comply with this Agreement.

5.9 Induction Period: If Supplier Group personnel is subjected to induction, due to (i) Client, (ii) Project site regulations or (iii) Geocrest’s instruction to do so per the process or procedures required, Geocrest shall not pay any charges or compensation for this period regarded as the induction period. Geocrest expects this cost should be factored into the mobilisation cost.

Quarantine period: If Supplier Group personnel is subject to quarantine, due to (i) site regulations, (ii) showing symptoms of COVID19 (and/or any other similar disorder, epidemic or pandemic), or (iii) Geocrest’s instruction to do so as a preventive measurement, Geocrest regards this as quarantine period, however for no longer than 14 calendar days. Geocrest will, unless otherwise agreed, arrange, and pay for board and lodging for the quarantine period which will be surcharged to the Supplier. Supplier is not entitled to any other fee and/or compensation for any period of quarantine. Also, no compensation of any kind shall be paid for quarantine periods (i) in connection with Supplier’s demobilisation, (ii) where Supplier’s personnel have failed to comply with health and safety regulation, or (iii) where the Work is performed in Supplier personnel’s country of origin or residence.

6 Delivery, Title and Risk

6.1 Delivery: Goods shall be delivered at the Point of Delivery on the Delivery Date in accordance with the Delivery Term as specified in the Order along with all documentation necessary for the storage, installation, commissioning, operation, use and maintenance of the Goods and all other relevant documentation.

6.2 Incoterms: Unless otherwise provided in an Order, delivery terms for Goods shall be DDP (Incoterms 2020) (as Delivery Term) at the Facilities (as Point of Delivery) and on the date stated in the Order with all necessary customs invoices and delivery notes (issued in duplicates in English), advice notes, bills of lading and other documents ordinarily accompanying such Goods. The supplier has an obligation to ensure the full value of the Goods, regardless of Incoterms rules agreed. If the Delivery Term conflicts with any other provision of an Order, the latter shall prevail.

6.3 Services: Services shall be provided at the delivery point (Point of Delivery) and on the date(s) as specified in the Order.

6.4 Complete delivery: Unless otherwise provided in the Order, delivery shall not be deemed to have taken place until the Goods and/or Services have been received in full and in conformance with the timeline and milestones set out in the Order and with all certificates of approval, test certificates and other certification or necessary documentation required according to this Agreement or at law.

6.5 Title and risk: Without prejudice to Geocrest’s rights and remedies herein, (i) title and risk for the Goods shall pass to Geocrest upon, and Supplier remains fully responsible for all Goods until, confirmed delivery, and (ii) title and risk of the Deliverables shall pass to Geocrest upon approved completion of the Services, unless otherwise provided in the Order. Supplier remains responsible for all goods, equipment or material leased to Geocrest as part of its Services.

7 Suspension and Termination

7.1 Suspension: Geocrest shall have the right, by notice (including verbal instruction) to Supplier, to suspend the Work or any part thereof to the extent detailed in the notice, for any of the following reasons: (a) in the event of a default on the part of Supplier; or (b) in the event that suspension is necessary, for reasons caused by Supplier, for the proper execution or safety of the Work, property or persons or a risk to the environment; or (c) for the convenience of Geocrest.

Upon receipt of any such notice, Supplier shall, unless instructed otherwise: (i) discontinue the Work or the part of the Work detailed in the notice, on the date and to the extent specified; (ii) properly protect and secure the Work as required by Geocrest; (iii) take all reasonable measures to minimize the costs, expenses and losses of Geocrest and Supplier; (iv) promptly make every reasonable effort to obtain suspension upon terms satisfactory to Geocrest of all outstanding orders and subcontracts to the extent they relate to the execution of the portion of the Work suspended; (v) and continue to perform all unsuspended parts of the Work.

Supplier shall be liable for and bear all its own costs incurred as a result of suspension pursuant to clauses 7.1 (a) (Suspension) 7.1 (b) (Suspension) and shall not be entitled to any extension allowance of time or to any payment whatsoever arising out of or in connection with such suspension.

7.2 Termination: Geocrest may terminate the Agreement for convenience upon seven (7) days prior written notice to Supplier. Geocrest shall pay Supplier in accordance with clause 5.5 upon receipt of Supplier’s invoice of actual and substantiated costs incurred for (1) any applicable amounts for Work properly performed to date in accordance with the rates and prices in the Order, (2) reasonable and substantiated costs incurred by Supplier on or prior to the date of such termination for convenience, including substantiated cost of all commitments entered into prior to or as a result of any such termination and costs incurred to protect the Work. In no event shall Supplier Geocrest be entitled to be paid prospectively for Work not performed or provided by reason of such termination, nor shall Supplier be entitled to any other compensation or damages for Consequential Loss incurred as a result of such termination.

Without limiting or affecting any other right or remedy available to it at law or in equity, Geocrest may terminate the Agreement with immediate effect by giving written notice to Supplier if:

Supplier commits a material breach of any of the provisions of the Agreement and such breach is not capable of remedy or, where capable of remedy and following receipt of a notice from Geocrest, Supplier does not immediately commence and thereafter continuously proceed with action satisfactory to Geocrest to remedy such breach and in any event does not remedy the same within seven (7) days from receipt of such notice; or
there is a change of control of Supplier; or
filing of a voluntary or involuntary petition in bankruptcy, confession of insolvency, or any assignment for the benefit of creditors; or
Supplier commits a breach of clauses 4.4 (f), (g), (i) (Supplier’s responsibilities. Services) and clause 11 (Compliance) and clause 12 (Responsible Procurement).

7.3 Total loss: In the event that the site becomes a total loss (which includes a constructive, arranged and/or comprised total loss as well as loss due to expropriation) this Agreement shall automatically be considered terminated without notice as from the moment of the incident directly leading to the total loss occurred and except for Geocrest’s obligation to pay Supplier any amounts due to for Goods and Services performed prior to the termination neither Party shall have any claim whatsoever towards the other in connection with the termination.

8 Packing, Marking, Storage and Documentation

8.1 Packing requirements: Unless it is set out differently in an Order, all Goods delivered (including each successive delivery) shall be delivered in a secure and appropriate packing suitable for domestic or overseas transport with due consideration to the generic nature and composition of the Goods supplied. Each Order must be clearly marked and packed separately to ensure proper registration and receipt. Supplier is allowed to pack several Orders on the same pallet, as long as each Order is packed in its own package. Supplier shall otherwise follow any reasonable handling and packing instructions.

8.2 Marking:

The labels should be affixed in plain sight with no other labelling present that does not apply

8.3 Storage:

8.4 Documentation: Delivery of Goods and Services shall be accompanied by appropriate documentation detailing the Work including but not limited to the name of Geocrest Company issuing the Order, Order number, quantity, unit of measure, description, manufacturer, manufacturer part number, unit price, line price, total price, country of origin and 10 digit harmonized tariff schedule (“HTS”) classification number or local equivalent.

9 Hazardous Substances

9.1 Registration requirement:

9.2 Instructions: All hazardous substances delivered shall be accompanied by easily understandable instructions (SDS or Product Data Sheet) in English or any local language (subject to “Globally Harmonized System of Classification and Labelling of Chemicals (GHS)”

9.3 Compliance: The SDS shall comply with the globally harmonized system of classification and labelling of chemicals. Supplier shall update the SDS continuously and a minimum once a year to confirm the validity. This shall be communicated to procurement@Geocrestgroup.com.

9.4 Innovation: Supplier shall stay up to date with the development and ensure that hazardous ingredients are replaced by less hazardous ones where technically possible to comply with the goals to substitute hazardous substances on project site or locations. Supplier undertakes not to utilize hazardous ingredients if they can be substituted by a substance which is not hazardous, less hazardous or less noxious than the one being used.

9.5 Costs: Supplier costs in connection with the preparation of the SDS as described above shall be for the Supplier’s account.

10.1 Prohibited Materials: Supplier shall ensure that all Goods (equipment, components, spares, materials, stores, gaskets, etc.) supplied to Geocrest are free of the below-listed substances as the mining sector globally prohibits the use of these materials.

Supplier shall ensure that all materials supplied are free of the below-listed substances.

Prohibited Materials	Definitions
Explosives	Materials containing explosives
Firearms and Weapons	Materials that may contain firearms or weapons
Alcohol and Drugs
Contraband	Materials such as stolen goods/illegal substances.
Unauthorized Electronic Device

10.2 Hazardous Materials: Supplier shall identify and declare the presence of hazardous materials mentioned below in all Goods (equipment, components, spares, materials, stores, gaskets etc.) supplied to Geocrest

	Hazardous Materials	Threshold values
1	Cadmium and Cadmium Compounds	100 mg/kg
2	Hexavalent Chromium and Hexavalent Chromium Compounds	1000 mg/kg
3	Lead and Lead Compounds	1000 mg/kg
4	Mercury and Mercury Compounds	1000 mg/kg
5	Polybrominated Biphenyl (PBBs)	50 mg/kg
6	Polybrominated Diphenyl Ethers (PBDEs)	1000 mg/kg
7	Polychlorinated Naphthalenes (more than 3 chlorine atoms)	50 mg/kg
8	Radioactive Substances	No threshold value
9	Certain Shortchain Chlorinated Paraffins (Alkanes, C10-C13, chloro)	1%
10	Brominated Flame Retardant (HBCDD) EC No: 221-695-9, 247-148-4, CAS No: 3194-55-6 25637-99-4; alpha-hexabromocyclododecane, CAS No: 134237- 50-6; beta-hexabromocyclododecane, CAS No: 134237-51- 7; gamma-hexabromocyclododecane, CAS No: 134237- 52-8	100 mg/kg (0.01%)

10.3 Hazardous Documentation: Upon request by Geocrest; Supplier shall provide two documents, (i) Supplier’s Declaration of Conformity (SDoC) and (ii) Material Declaration (MD) for Goods (equipment, components, spares, materials, stores, gaskets, etc.) supplied to Geocrest as per IMO guidelines. Costs related to this will be borne by the Supplier.

10.4 Hazardous Compliance: Supplier shall comply with all International laws, rules, regulations, orders, conventions directives or ordinances in force from time to time which specifically refer to the prohibited and hazardous materials in the EU SRR / HKC

With reference to this clause, if Geocrest identifies or is made aware of, at any time of a non-compliant Goods delivered by a Supplier; then Geocrest may, without prejudice to any other rights or remedies which it may have, by written notice specifying the non-compliance, require Supplier to carry out all work necessary at Supplier’s cost to replace the non-compliant Goods with compliant Goods. Geocrest may require immediate delivery i.e. via the fastest reasonable (as determined at Geocrest’s sole discretion) means of transportation available at the cost of the Supplier (airfreight included).

Supplier shall carry out the re-delivery of the “Prohibited material free replacement Goods” immediately following Geocrest’s request or at such other time as required by Geocrest to comply with Geocrest’s operational requirements. If Supplier is unable to deliver the replacement compliant Goods immediately; Geocrest may, but is not obligated to, procure complying Goods from an alternate source. Geocrest shall notify Supplier in such cases and shall be entitled to recover from Supplier all additional costs reasonably incurred by Geocrest as a direct result of such alternate procurement. Supplier will bear all the cost of removal of non-conforming Goods from Geocrest’s location, following the relevant regulation for removal of the prohibited material.

10.5 Hazardous Costs: All costs incurred in relation to the compliance and non-compliance of the Hazardous Compliance Clause shall be for the sole account of the Supplier. Supplier shall indemnify and hold Geocrest harmless from all fines, penalties and all associated costs and expenses arising out of or resulting from the violation by Supplier of any of its obligations under this clause.

10.6 Hazardous Audit: Geocrest shall at all times have the right to audit and take and analyse samples if Geocrest believes there are reasons to do so. The cost hereof shall be borne by Geocrest, however in case such audit uncovers non-compliance with this clause and any regulatory requirements, Supplier shall be liable for the complete cost of the audit.

10.7 Hazardous Liability: Notwithstanding anything otherwise agreed between the Parties, the Supplier’s obligations under this clause are not subject to any limitations, whatsoever, under this Agreement or Order and shall survive any agreed warranty period.

11 Compliance

11.1 General compliance: Supplier shall, and shall ensure that Supplier Group shall, at all times act in a manner consistent with the Geocrest’s Health, Safety, and Environmental Stewardship found at www.Geocrestgroup.com/our-company/health- safety-and-environment. Furthermore, Supplier shall, and shall ensure that Supplier Group shall, comply with all national and international laws, rules, regulations, orders, conventions and ordinances in force from time to time and applicable to the delivery of Goods or performance of Services and/or relate to the provision, licensing, approval or certification of the Goods or Services, including but not limited to those relating to anti-corruption, occupational health and safety, environmental matters, wages, working hours and conditions of employment, sub-contractor selection, discrimination, data protection and privacy.

11.2 Foreign Trade Controls and Sanctions: Supplier shall, and shall ensure that Supplier Group shall, comply with all trade, economic and financial sanctions and embargoes and all laws, regulations and orders directly or indirectly applicable to the Work including, but not limited to, those imposed by Ghana, the African Union (“AU”), United States (“U.S.”), the United Kingdom (“UK”) and the European Union (“EU”) and any EU member state, including for the avoidance of doubt all applicable regulations governing the export and re-export of goods, software and technology (“Foreign Trade Controls”). Supplier warrants hereby that no member of Supplier Group is subject to any sanction, prohibition, restriction or designation that would cause the provision of the Goods and Services to be unlawful further to any applicable Foreign Trade Controls. To the extent any goods, software and/or technology (“Items”) supplied by Supplier to Geocrest are subject to any such Foreign Trade Controls, Supplier shall without delay and in a form satisfactory to Geocrest provide the specific export/re-export classification of each of the Items, including, but not limited to, the U.S. export control classification number (“ECCN”), EU dual-use classification, and/or other relevant means of classification for Items restricted under applicable Foreign Trade Controls, including for the avoidance of doubt those applicable to Items subject to military export controls.

11.3 Anti-Corruption: As regards this agreement each Party (i) shall comply with all applicable anti-corruption laws and regulations of Ghana, including without limitation to the African Union (AU),the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, as amended or updated from time to time; and (ii) undertakes and warrants to the other Party that it and its officers, directors, shareholders, employees, agents and other intermediaries, and any other person acting directly or indirectly on its behalf, shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value (including facilitation payments) to any person or any entity for the purpose of (i) securing any improper advantage for Supplier or Geocrest (ii) inducing or influencing a Public Official improperly to take action or refrain from taking action in order for either Supplier or Geocrest to obtain or retain business, or to secure the direction of business to either Supplier or Geocrest or (iii) inducing or influencing a Public Official to use his/her influence with any Government Authority or public international organization for such purpose.

11.4 Anti-Tax Evasion: Each Party represents, warrants and undertakes that it nor its Affiliates shall commit a tax evasion facilitation offence the laws of Ghana, the AU, under section 45 or 46 of the UK Criminal Finances Act 2017 (“the Act”) in connection with or attributable to this Agreement or the transactions contemplated hereby. Each Party shall promptly report to the other Party any apparent breach of the Act and shall (i) answer, in reasonable detail, any written or oral inquiry from the other Party related to its and its Affiliates compliance with the Act, (ii) facilitate the interview of employees of such Party by the other Party (or any agent of such Party) at any reasonable time specified by the inquiring Party related to such Party’s compliance with the Act and (iii) co- operate with the inquiring Party and/or any governmental authority in relation to any investigation relating to the matters referred to in the Act, in all cases, as reasonably required to enable that other Party to comply with its undertaking in compliance with the Act.

11.5 Costs: All costs incurred in complying with this clause 11 (Compliance) shall be for the sole account of Supplier and Supplier shall indemnify and hold Geocrest harmless from all fines, penalties and all associated expenses arising out of or resulting from the violation by Supplier of any of its obligations in this clause 11. Geocrest shall have the right to undertake or to appoint at its own cost, charge and expense a designated representative to audit and verify Supplier’s compliance with this clause 11.

12 Responsible Procurement

12.1 Supplier Pre-Qualification and Management System: Buyer requires Supplier to be registered and maintained under its compulsory supplier management program before working on our site. The objective of this is to ensure that the Supplier demonstrates its commitment to appropriate safety plans, safety performance, industry best practices and established training programs that meet operational regulatory requirements.

12.2 Code of Conduct: Supplier shall respect and commit to implementing the principles of Geocrest’s Code of Conduct as amended from time to time and found https://Geocrestgroup.com or alternatively an internationally recognized standard within the areas of human rights, anti-corruption, environment and labour, such as but not limited to United Nations Global Compact (UNGC), and Supplier agrees to accommodate any potential audit by Geocrest in order to verify the same.

12.3 Human Rights: Supplier and its Affiliates, contractors, subcontractors, and suppliers shall ensure fair treatment of all employees consistent with the principles of the United Nations Guiding Principles on Business and Human Rights (2011).

13 Force Majeure

13.1 A Party shall not be responsible for any failure to fulfil any term or condition of the Order caused by an unforeseen, extraordinary and serious event (not including economic hardship or adverse weather conditions, except for extraordinary weather conditions) not within its control and not caused by its default or error and which it could not reasonably have provided against by exercising due diligence and/or applying reasonable additional resources. If such event continues for 30 (thirty) consecutive days, Geocrest may terminate the Agreement and neither Party shall have any further claim against the other, except to the extent that delivery of Goods has been made in accordance with clause 6 and/or Services have been completed under the Agreement, where Geocrest shall pay Supplier a fair value of the delivered Goods and/or Services in accordance with the Agreement and as agreed between the Parties. The Party invoking force majeure shall, as soon as possible, notify the other Party hereof in writing and take all reasonable steps to overcome or mitigate the impact of force majeure event.

14 Right to Audit

14.1 Geocrest shall have the right, at its own expense and discretion, and no more than once a year (unless circumstances warrant additional audits as described below) to conduct a quality audit of the production, processes, quality, and other relevant performance of Supplier upon at least five (5) days prior written notice of the date of such intended audit to Supplier. During such audit, Supplier shall grant Geocrest’s representative necessary access to and cooperate with the reasonable requests of the Geocrest’s representative related to such audit which Geocrest shall keep confidential from unrelated parties. Geocrest shall not be accounted for costs occurring to Supplier’s own personnel regarding such audit. Notwithstanding the foregoing, the parties agree that Geocrest may conduct an audit at any time, in the event of (i) audits required by governmental or regulatory authorities, (ii) investigations of claims of misappropriations, fraud, corruption or business irregularities of a potentially criminal nature or (iii) Supplier reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Geocrest’s business.

15 Intellectual Property Rights

15.1 Intellectual Property Rights: All Intellectual Property Rights, pertaining to and in the Agreement and any Order, including any and all rights in and to Goods, documentation, data, designs, drawings, inventions, discoveries, specifications, recordings, results, reports and any other documentation developed or made for the purpose of performance of the Agreement and/or any Order, whether written, computerised, photographic or otherwise or documentation, data or any other Deliverables and materials specifically developed by Supplier to fulfil the Agreement shall vest in Geocrest upon creation, regardless of the requirement to patent or register such Intellectual Property Rights or not. Supplier hereby irrevocably assigns to Geocrest by way of present and future assignment (as applicable) its whole right, title and interest in and to such Intellectual Property Rights free from all liens, charges and encumbrances at no cost to Geocrest and without imposing further conditions with the intent that the same shall vest in Geocrest immediately or, in the case of Goods, documentation, data or other Deliverables not yet in existence that the Intellectual Property Rights shall so vest immediately upon coming into existence.

15.2 All Geocrest Materials and any Intellectual Property Rights pertaining hereto, shall at all time remain vested with Geocrest whether such Geocrest Materials are in the possession of Supplier or not.

15.3 All originals and copies of the designs, drawings, inventions, discoveries, specifications, recordings, results, reports and any other documentation developed or made for the purpose of performance of the Agreement and/or Order, whether written, computerised, photographic or otherwise shall be submitted to Geocrest upon completion and/or termination of the Agreement and/or the relevant Order.

15.4 For any and all Intellectual Property Rights, which are to be transferred by Supplier to Geocrest subject to the this clause 15 (Intellectual Property Rights), Supplier grants to Geocrest Group a worldwide, royalty free, perpetual, irrevocable, sublicensable, transferable and exclusive license to use any and all Goods, data, Services and any other Deliverable, to the extent necessary for Geocrest Group to enjoy full benefit of the Goods, data and Services and any other Deliverables for such purpose as intended under this Agreement until such Intellectual Property Rights are transferred to Geocrest.

15.5 Notwithstanding anything mentioned hereinabove, for any other Intellectual Property Rights, which are not developed or made for the purpose of the performance of the Agreement and/or any Order, as set forth in this clause 15 (Intellectual Property Rights), Supplier grants to Geocrest Group a worldwide, royalty free, irrevocable, transferable, sublicensable and non-exclusive license to Geocrest for Geocrest’s use of any and all Intellectual Property Rights pertaining hereto to the extent necessary, subject to the Agreement and/or Order, for Geocrest Group to enjoy full benefit and enjoyment of such Intellectual Property Rights.

16 Confidentiality and Reference

16.1 Supplier’s Duty of Confidentiality: Supplier shall, and shall procure that the other members of Supplier Group, shall, keep confidential (i) all information about Geocrest Group’s business and operations of which they obtain knowledge in connection with the performance of Work; (ii) all data relating to the operation, performance and usage of property owned, hired, leased by or licensed to Geocrest Group and (iii) all Geocrest Data. Except as provided hereunder, Supplier Group shall not use, reproduce or copy any of the foregoing except for purposes of performing the Work and shall not divulge any of it to any other member of Supplier Group or Third Party without Geocrest’s prior written consent, unless such data and information:

is part of the public domain; or
was in the possession of Supplier Group prior to award of an Order and was not subject to any obligation of confidentiality owed to Geocrest; or
was received from a Third Party whose possession is lawful and who is under no obligation not to disclose; or
is required to be disclosed in order to comply with the requirements of applicable law or of any relevant stock exchange, provided Supplier shall agree such disclosure with Noble in advance if it is lawful to do so; or
is required to be disclosed to another member of Supplier Group for performance of the Work, provided a similar undertaking of confidentiality is obtained from such member.

Supplier must ensure that any Person to whom it discloses data to which clause (Confidentiality) applies is aware of the terms of this clause 16 and complies with its terms as if it were Supplier. Supplier is responsible for any breach of this clause 16.1 by any member of Supplier Group.

Except as required by applicable law, Supplier shall not make (and shall procure that members of Supplier Group shall not make) any publicity releases or announcements concerning an Order without Geocrests prior written consent. In the case of publicity releases or announcements which are required by applicable law, Supplier shall notify Geocrest of the timing and content of these not less than seventy- two (72) hours prior to their disclosure.

16.2 Geocrest’s Duty of Confidentiality: Except for Supplier’s pricing, identified trade secrets and software source code, which shall always be treated as confidential, all information provided by Supplier that Supplier wishes to remain confidential shall be clearly marked as confidential. In respect of such confidential information, Geocrest shall be entitled to (i) disclose to and authorise use by Geocrest Group and by Geocrest’s professional advisers who have a need to know the same in connection with an Order; (ii) disclose pursuant to the requirements of applicable law or of any relevant stock exchange; and (iii) disclose to and authorise use by Third Parties to the extent necessary under an Order.

The provisions of this clause 16.2 numbers (i) to (iii) (Geocrest’s Duty of Confidentiality) shall not apply to information that vests in Geocrest in accordance with an Order or is used or disclosed five (5) years or more after completion of the Work or the expiry or termination of an Order, whichever is the earlier.

16.3 Reference and advertising: Supplier is not permitted without prior written consent from Geocrest, to use Geocrest’s name or any commercial relationship with Geocrest or a company associated with Geocrest for the purpose of advertising or as a reference.

17 Warranties

17.1 Supplier’s warranties: Supplier warrants and undertakes that (i) the Goods shall (a) be new, of good quality, free from defects in design, material and workmanship and fit for the purposes as specified in the Order, including complying with any applicable regulations, specifications, and applicable standards, (b) to the extent subject to a shelf life, have sufficient shelf life remaining to satisfy the requirements of the Order, (c) be free from all liens, charges, encumbrances and retention of title claims (ii) the Services are provided with all reasonable skill, care and diligence including in accordance with market standards and first class professional practices or such other level of standards agreed between the Parties, (iii) relevant spare parts and/or associated services for Goods will be available for a minimum of 10 years from delivery of the relevant Goods delivered under the Agreement (this obligation shall survive any termination hereof and be subject to the terms and conditions of the Agreement), (iv) the Goods and/or Services or any rights conferred to Geocrest pursuant to this Agreement do not infringe the rights of any third party, including intellectual property rights, (v) the Work provided complies with applicable laws and regulations and the compliance requirements set out in clause 11 (Compliance) and clause 12 (Responsible Procurement); and (vi) the Work will be provided in accordance with the provisions of the Order, including any specifications therein.

17.2 Warranty period: The Goods and Services delivered shall comply with the warranties and undertakings set forth above for (i) 18 (eighteen) months from the date of complete delivery of Goods that are in compliance with the Agreement or 12 months from the Goods first commercial use, whichever occurs first and (ii) 12 (twelve) months from completion of the Services in compliance with the Agreement. No time limit shall apply to warranties relating to third party rights, cf. clause 17.1 (iv), and compliance with rules, cf. clause 17.1 (v) (Supplier’s warranties).

17.3 Extension of warranty: Following Supplier’s remedy of a defect in Goods and/or Services, as the case may be, the warranty period shall be extended for a period not to exceed six (6) months after the applicable remedy but in no event less than the balance of the original warranty period nor longer than a period of twelve (12) months calculated from the end of the original warranty period.

18 Remedies

18.1 Occurrence of Delay: The Work shall be performed in a timely manner. Supplier shall promptly notify Geocrest if the Work is delayed or projected to be delayed. Such notice shall include the reasons for such delay and Supplier’s proposal for acceleration of the progress of the Work to achieve the original completion date. Costs for acceleration shall be borne by Supplier.

18.2 Occurrence of Defect: A defect shall be deemed to exist in relation to the Goods or Services if they are defective under the general principles of English law or if: (i) the Goods or Services fail to meet the requirements set out in the Agreement and Order, (ii) Supplier is in breach of a service level, or (iii) the Goods or Services breach Supplier’s warranties as set out in clause 17 (Warranties).

18.3 Proportionate Reduction: Geocrest shall be entitled to a proportionate reduction of the price and/or the fees payable for the Goods and/or Services where they are defective and Supplier shall pay, or deduct a proportionate amount from such agreed price or fees which Geocrest has paid or shall pay in respect of that defective part of those Goods and/or Services with due consideration to the actual reduction in their value and benefit to Geocrest.

18.4 Remedial work on breach of warranty: If Supplier is notified of a warranty claim within the Warranty Period, Supplier shall promptly perform all corrective measures which are necessary to remedy any defects arising from any breach of warranty. All costs and expenses incidental to remedying defects incurred by Supplier will be for the sole account of Supplier.

18.5 Step-in right: If in Geocrest’s reasonable opinion, the timing or impact of the corrective measures will be prejudicial to its interests or if Supplier fails to promptly correct or replace any defective Goods or reperform defective Services in accordance with its obligations, Geocrest may, subject to informing Supplier in writing and allowing 24 (twenty four) hours for Supplier to propose an alternative solution acceptable to Geocrest, undertake Supplier’s responsibilities for such corrective measures, including engaging a third party to carry out such remedial work. Geocrest may either deduct from any amount due to Supplier or recover from Supplier all costs reasonably incurred by Geocrest in undertaking the corrective measures.

19 Indemnity

19.1 Supplier’s Indemnification: Supplier shall be responsible for and shall save, indemnify, defend and hold harmless Geocrest Group from and against any and all Claims in respect of:

loss of, recovery of or damage to property of Supplier Group whether owned, hired, leased or otherwise provided by Supplier Group (including any property which is leased by Geocrest from Supplier under an Agreement and for any Goods where risk has not passed to Geocrest); and
personal injury including death or any form of illness, disorder or disease whatsoever (mental, physical or otherwise) to any person who is a member of Supplier Group;
personal injury including death and any form of illness and disease whatsoever (mental, physical or otherwise) or loss of or damage to the property of any Third Party to the extent caused by the negligence or breach of duty (whether statutory or otherwise) of Supplier Group; and
Consequential Loss suffered by a member of Supplier Group

arising from, relating to or in connection with the Agreement.

19.2 Geocrest’s Indemnification: Geocrest shall be responsible for and shall save, indemnify, defend and hold harmless Supplier Group from and against any and all Claims in respect of:

loss of, recovery of or damage to property of Geocrest Group whether owned, hired or leased by Geocrest Group (excluding any property which is leased by Geocrest from Supplier under an Agreement and for any Goods where risk has not passed to Geocrest); and
personal injury including death or any form of illness, disorder or disease whatsoever (mental, physical or otherwise) to any person who is a member of Geocrest Group;
personal injury including death or any form of illness and disease whatsoever (mental, physical or otherwise) or loss of or damage to the property of any Third Party to the extent caused by the negligence or breach of duty (whether statutory or otherwise) of Geocrest Group; and
Consequential Loss suffered by a member of Geocrest Group

arising from, relating to or in connection with the Agreement.

19.3 Pollution by Supplier: Notwithstanding the provisions of clause 19.2 (c) and except as provided by clause 19.2 (a) and 19.2 (b) (Geocrest’s Indemnification) Supplier shall save, indemnify, defend and hold harmless Geocrest Group from and against any and all Claims of whatever nature (including but not limited to cleaning up costs and any Claims brought by any Third Parties) arising from pollution and/or contamination occurring on the premises of Supplier Group or originating from the property and equipment of Supplier Group (including, but not limited to, any rentals or leased equipment provided hereunder and any marine vessels) arising from, relating to or in connection with the Agreement.

19.4 Pollution by Geocrest: Notwithstanding the provisions of clause 19.1 (c) and except as provided by clause 19.1 (a) and 19.1 (b) (Supplier’s Indemnification), Geocrest shall save, indemnify, defend and hold harmless Supplier Group from and against any and all Claims of whatever nature arising from pollution and/or contamination occurring on the premises of Geocrest Group or originating from the property and equipment of Geocrest Group arising from, relating to or in connection with the performance of the Agreement.

19.5 Intellectual property indemnity: Supplier shall defend, indemnify and hold harmless Geocrest Group from and against all Claims resulting from any proceeding brought against a member of Geocrest Group based on a claim that any of the Goods or Services, or their use, infringes any patent or other intellectual property right of a third party. If the use of any such Goods or Services as intended by Supplier is prohibited, Supplier shall at its own expense either obtain for Geocrest and its Group the right to continue using such Goods or Services, replace it with non-infringing goods or service, or modify it so it becomes non-infringing.

19.6 Basis for indemnification: All indemnities given under clause 19 (Indemnity) (save for 19.1 (c) (Supplier’s Indemnification) and 19.2 (c) (Geocrest’s Indemnification)) shall apply irrespective of cause and notwithstanding the negligence of any form or degree (whether sole, joint or concurrent), strict liability, breach of contract, breach of duty (whether statutory or otherwise), breach of representation or warranty, breach of any relevant laws or any other failure of any nature of the indemnified party or any other entity, person or party and shall apply irrespective of any Claims in tort, under contract or otherwise at law.

19.7 Notification: A Party becoming aware of any incident likely to give rise to a Claim under an indemnity under the Agreement shall promptly notify the other and the Parties shall co-operate fully in investigating the incident.

19.8 Status of indemnities: The indemnities given under the Agreement shall be full and primary and shall continue to apply for the full liability of the indemnified Party notwithstanding that the indemnified Party may be entitled to contribution thereto from any other Person.

20 Data

20.1 Geocrest Data: All Geocrest Data shall be and remain the sole and exclusive property of Geocrest or the relevant person with all right, title and interest in the same and shall not transfer to Supplier. To the extent permitted by applicable law, Supplier hereby irrevocably assigns, transfers and conveys to Geocrest any right, title and interest in and to Geocrest Data.

20.2 Supplier’s use of Geocrest Data: Supplier is provided a non-exclusive, limited license to Geocrest Data for the sole and exclusive purpose of performing the Work, including a license to collect, process, store, generate, use and display such Data only to the extent necessary in providing of Work. Supplier Group shall, upon Geocrest’s request provide to Geocrest all Geocrest Data and delete all Geocrest Data in Supplier Group’s possession.

21 Limitation of Liability

21.1 Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of Supplier to Geocrest under clauses 17 and 18 shall not exceed an amount equal to two hundred percent (200%) of the Order Price for a fixed price Order or an amount equal to the total invoices issued in the twelve (12) months preceding the date on which the liability arose.

22 Insurance

22.1 Scope of insurance coverage: Supplier shall at its expense and for the duration of the Agreement have and maintain insurance coverage with reputable and substantial insurers in accordance with good international industry practices and applicable law, including but not limited to: Workman’s Compensation/Employer’s Liability; Property All Risk; General Third Party Liability including Contractual liability; Third Party and Passenger Liability insurance, including aircraft and other comprehensive automobile insurance; Professional indemnity insurance if the Work provided entail such liability; P&I and H&M insurance in respect of any equipment used in the Work (if any), in a Club being a member of the International Group of P&I Clubs for P&I Insurance; as well as other insurance which Supplier deems appropriate in connection with fulfilling the duties under this Agreement. Such insurance policies must include provisions whereby full coverage is afforded also offshore when the Work entails offshore activities. Supplier shall ensure coverages on the policies with minimum policy limits of USD $5,000,000 (or local currency equivalent) per occurrence or such other amount as shall be specified in the Order. Supplier may meet these coverage requirements through a combination of primary and excess/umbrella policies. Upon request, Supplier shall provide insurance certificates in a format reasonably acceptable to Geocrest evidencing the required coverages.

22.2 Renunciation of recourse: To the extent of Supplier’s obligations under the Agreement Supplier shall ensure that all insurances, other than Employers Liability Insurance/Workmen’s Compensation, (i) name Geocrest Group as additional insured, (ii) that its insurers waive all rights of recourse including in particular any rights of subrogation against Geocrest Group and (iii) shall be primary with respect to Geocrest Group. Supplier shall upon request furnish to Geocrest insurance certificates confirming all such insurance has been placed.

23 Assignment

23.1 Geocrest’s right to assign rights and obligations: Geocrest is entitled to assign, subcontract, or otherwise transfer its rights and obligations under the Agreement and any Order in whole or in part to any member of Geocrest Group. Geocrest shall within a reasonable time of such assignment notify Supplier in writing hereof.

23.2 Supplier’s right to assign rights and obligations: Supplier shall not be entitled to assign or otherwise transfer any rights or obligations under the Agreement or any Order without the prior written consent of Geocrest. Any such attempted assignment shall be void.

24 Sub-contractors

24.1 Use and liability: Supplier shall subject to the prior written consent of Geocrest be entitled to use Sub-contractors in the delivery or performance of the Goods and Services. However, Supplier shall be liable for all acts and omissions of its Sub- contractors (of any tier) as if performed by Supplier itself.

25 Law, Jurisdiction and Disputes

25.1 Applicable law: The Agreement and any non-contractual obligations arising out of or in connection herewith shall be governed, construed and enforced in accordance with the laws of Ghana to the exclusion of any other law and without regard to any conflict of law principles.

25.2 Disputes: The Parties agree that all claims, disputes or controversies arising out of, or in relation to the interpretation, application or enforcement of the Agreement shall be brought exclusively to the competent courts of Ghana to whose jurisdiction and venue the Parties hereto irrevocably submit.

26 Waiver

26.1 Failure to exercise a right: The failure or delay of a Party to insist upon performance of any provision herein or part hereof or an Order or the failure or delay of a Party to exercise any right or remedy to which it is entitled shall not constitute a waiver thereof and shall not cause a diminution of the obligations created by the Agreement or Order.

26.2 Subsequent defaults: A waiver of any breach of the Agreement or Order by a Party or Geocrest shall not constitute a waiver of any other breach (of the same term or of any other term) of the Agreement or Order.

27 Entire Agreement and Miscellaneous

27.1 Entire agreement: Subject to clause Error! Reference source not found. (Preamble), the Agreement together with the documents referred to in it constitute the entire agreement and understanding between the Parties of the matters dealt with in them and supersedes any previous agreement between them or the Parties to an Order notwithstanding the terms of any previous agreement or arrangement.

27.2 Representations etc: Each of the Parties acknowledges and agrees that in entering into the Agreement and any Order it does not rely on and will have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether Party to the Agreement or any Order or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the warranties will be as provided under this Agreement for breach of warranty.

27.3 Geocrest Group: Any Geocrest and beneficiary member of Geocrest Group may enforce the terms of this Agreement against Supplier subject to and in accordance with the provisions of the Agreement and the Contracts (Rights of Third Parties) Act 1999. Furthermore, in the event of Geocrest selling or transferring the Goods/Services to any third party or beneficiary member of Geocrest Group entity in any bona fide transaction, Geocrest shall be entitled to assign the rights and benefits of existing warranties and other representations and covenants hereunder in favour of any such third-party Geocrest or beneficiary Geocrest Group entity. Except as provided in the foregoing, no term of the Agreement is intended to confer a benefit on or to be enforceable by any person who is not a Party to the Agreement. The Parties may by agreement rescind or vary the Agreement or any term of the Agreement without the consent of any person who has the right to enforce this Agreement or the term in question notwithstanding that such rescission or variation may extinguish or alter that person’s entitlement under that right.

28 Survival of Agreement

28.1 Survival: Any release, indemnity or any obligation of confidence under this Agreement is independent and survives termination of this Agreement. Any other term and condition that by its nature is intended to survive termination of this Agreement survives termination of this Agreement unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Party giving the indemnity.

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