PURCHASE ORDER

DOCUMENT NR.: 4500522296

ISSUED IN: 15.02.2024

Buyer: COMP.MTC-CONSULTAR
Project Code: AO1.2654 PAGE 1/1
WBS Element: AO1.2654.1 Company
ASIA BOLTS INDUSTRIES L.L.C.

P.O.BOX 60495
0 DUBAI
Utd.Arab Emir. Fax Nr: 4 885 5860

VAT Number: 100009845700003

Vendor: 207315 ASIA BOLTS INDUSTRIES L.L.C.
Processed by computer

Currency: USD

Pos. Quant. Un. Mat. Code Description Price Q.Pr U.Pr Tax Total Deliv.Dt.
10 24,000 UN 0100325092 CNJ(1)F1554+(3)A563+(1)F436 V16X480 HDG 1.770,00 1000 UN 42,48 15.02.2024
20 52,000 UN 0100323652 CNJ (1)F1554+(3)A563+(1)F436 V20X500 HDG 2.860,00 1000 UN 148,72 15.02.2024
30 8,000 UN 0100323654 CNJ (1)F1554+(3)A563+(1)F436 V20X825 HDG 4.220,00 1000 UN 33,76 15.02.2024
40 10,000 UN 0100325094 CNJ(1)F1554+(3)A563+(1)F436 V24X600 HDG 5.250,00 1000 UN 52,50 15.02.2024
50 184,000 UN 0100323694 CNJ (1)F1554+(3)A563+(1)F436 V30X950 HDG 11.410,00 1000 UN 2.099,44 15.02.2024

Terms of Payment Net Value: 2.376,90

Due Upon Receipt TOTAL: 2.376,90
Currency value: 2.026.968,03
Exchange Rate: 852.778000

WARNING: The invoice shall be issued to the entity making the request for purchase (see details in footnote).

Delivery Material Data / Provide Services

Address: MARTIFER CONSTRUÇÕES ANGOLA, Pólo Industrial de Viana KM 25, S/N Apartado 21 Viana Contact:
0000-000 Luanda, Angola, Warehouse:Armazém Descarga
The invoice must be sent for the attention of MT Construções Angola:
Address: POLO INDUSTRIAL DE VIANA KM 25 S/N, 00000 LUANDA AO
Note h) All products intended to be incorporated or applied, permanently, in construction works must comply with
a) The beginning of the term of payment shall be counted from the date of receipt of invoices on the premises the requirements of the Construction Products Regulation (CPR) - Regulation (EU) no. 305/2011 OF THE
of Martifer Group; EUROPEAN PARLIAMENT AND OF THE COUNCIL of 9 March 2011;
b) The Delivery Note(s) and Invoice(s) should always refer the number of this Purchase Order and the number i) Where applicable, the equipment must comply with the legal requirements of the Machinery Directive and
of the Project. The Invoices must be sent in duplicate, to the headquarters of Martifer, accompanied by their the Use of Work Equipment Directive;
Delivery Notes and/ or Valuation. In the shipment of orders, the number of this Purchase Order, as well as the j) The present Purchase Order shall be considered accepted when received by Martifer duly signed and stamped
Project number must be clearly visible on the packaging; by the legal representative(s) of the Supplier/ Service Provider. However, the delivery, even if partial, of any
c) Each Invoice must correspond to only one Purchase Order; material, equipment or execution of works or rendering of services object of this Purchase Order as well as of
d) For internal control purposes, the 'serial Number' (where applicable) must appear on the respective Invoice. the General Terms and Conditions of Contract of Martifer Group will be considered as accepted by the
If not, Martifer will request the amendment of the Invoice initially issued; Supplier/ Service Provider, even though such confirmation may not have been sent by the Contractor;
e) The Service Provider cannot subcontract the whole or partial execution of the services without Martifer's k) With the acceptance of the Purchase Order, the Supplier/ Service Provider expressly declares that he/she is
prior consent in writing; aware, has read and has accepted, without any reservation, all the General Conditions of Martifer Group in
f) If this Purchase Order includes dangerous substances or products, the Safety Data Sheet (SDS) of the product relation to the scope of the Purchase Order; they are available for consultation at www.martifer.com;
should be sent to the email [email protected] and the applicable technical information. l) The return of the General Conditions and the Purchase Order duly signed is compulsory; if not done, the
g) Whenever the Purchase Order relates to metal products, the quality certificate type 3.1 must be issued, payment of the due amounts will not be processed;
indicating the corresponding heat number, in accordance with standard EN 10204. The quality certificate must m) Martifer Group's Suppliers and /or Service Providers undergo continuous global assessment, at least annually
accompany the material; and according to the following criteria: price, quality, performance and technical capacity.
n) Amount subject to the legal VAT rate in force, when applicable.
(*) The attached documents that are an integrate part of this and that we fully reproduce and about which the
supplier declares to know.

MARTIFER CONSTRUÇÕES METÁLICAS Tel. +244 922688323/941309013 Social Capital 10.000.000,00 AOA
ANGOLA S.A. Fax. 244 SIREN Nr: AO5405149900
POLO INDUSTRIAL DE VIANA KM 25 S/N,
00000 LUANDA,Angola www.martifer.com
License Nr:
GENERAL CONTRACT CONDITIONS

All Subcontracting/Service Provision Contracts of any CONTRACTING AGREEMENT – Set of works, supplies
type or contracts of goods and services supply to be or services awarded by means of a contract by the Client to the
concluded, are subject to the following General Contractor within the terms foreseen in the Specification sheet
Contract Conditions, which can only be changed by and the Contracting agreement’s terms;
written agreement between the Parties. CONTRACTOR – MARTIFER Construções Metalomecânicas,
S.A. or any company of MARTIFER group, or legal association of
1. DEFINITIONS which the former is part of, being that in this case, legal
1.1- In the works execution or provision, or in the supply of association means any company directly or indirectly majority
goods or services covered by these General Contract owned by MARTIFER SGPS, S.A. – publicly traded company;
Conditions, the following expressions shall be interpreted in TECHNICAL SPECIFICATIONS – Contract Document,
accordance to the definitions in this Clause, unless otherwise supplied by the Contractor and binding for the
agreed upon: Supplier/Subcontractor, which includes the general contract and
SPECIFICATION SHEET – Contract Document supplied by technical clauses applicable to the Contracting
the Work Owner and binding for all participants in the agreement/Service Provision;
Contracting agreement (namely Work Owner, Supervising SUPERVISING BODY –Natural or legal person specified by
Body, General Contractor, Subcontractors and Suppliers), the Work Owner or the Contractor to supervise the execution
which includes contract and technical clauses applicable to the of works or the supply of goods or services which are the
Contracting agreement. object of the Contract;
CLIENT – natural or legal person - the Contractor SUPPLIER/SUBCONTRACTOR – Natural or legal person
counterpart such as, for example, the General Contractor or with which the Contractor concluded a contract for the
Work Owner. execution of part of the works, supply or services awarded by
CONTRACT: All and any Contract of: the Client that expressly states being duly and legally qualified
i) Contracting agreement, with regard to the for the execution of the works or services to be executed
execution of works, supplies or services concluded within the terms of the legislation on force, applicable to the
between the Client and the Contract, within the participation in the construction activity, as well as the
scope of a Work. remaining and relevant applicable legislation or, within the terms
ii) Services Provision, contract by means of which of a different legal regime that might be introduced, undertaking
one of the parties undertakes to make available to to hand out to the Contractor a certified copy of the legal
the other party a specific result of its intellectual or capacity document (Construction license or Registration Title
manual work upon financial retribution. issued by INCI [Portuguese Institute of Construction and Real
iii) Subcontracting, contract by means of which the Estate] or Industrial License or another legally required,
Contractor awards to the Supplier/Subcontractor applicable or admissible entity until the signing of the award.
and the latter undertakes to execute all works of PARTIES – The Contractor and the Supplier/Subcontractor
Subcontracting, regulated by the set of documents when jointly mentioned in these General Contract Conditions;
indicated below by descending order of prevalence PURCHASE ORDER – Contract Document signed or tacitly
and which are an integral part of the Subcontract: (i) or expressly accepted by the Supplier/Subcontractor, in which
Technical Specifications, (ii) Purchase Order, (iii) are expressed the special clauses applicable to the execution of
Project and/or Drawings, (iv) Inspection and Test works or to the supply of goods or services which are the
Plan (ITP), if existing, as well as any other documents object of the Contract. The Purchase Order along with the
expressly mentioned as being part of the Contract, General Contract Conditions and other documents of which
namely: List of Quantities and/or Unit Prices, Bill of the object is contracting make up the Contract.
quantities, Works and/or Planning Program, GLOBAL DEADLINE – Period of time, in calendar days and
Supplier/Subcontractor proposal and potential stipulated for the execution of the entire works or the supply of
addendums celebrated in written between the goods or services that are the object of the Contract.
parties. PARTIAL DEADLINE – Period of time, in calendar days,
CONTRACT DOCUMENTS – Purchase Order(s), these stipulated for the execution of specific activities, objectives or
General Contract Conditions, Projects/Drawings, Technical work volumes, level of supply of services or goods that are part
Specifications and remaining documents attached to the of the Contract.
Purchase Order, which are an integral part of it and which PROJECT – Set of written and drawing documents executed
define and govern the Contract; by the Contractor and that bind the Supplier/Subcontractor

Rev November 2016 Page 1

GENERAL CONTRACT CONDITIONS

with regard to the definition and execution of the work, namely coordination and global planning of works or the supply of
location, nature, quality and works volume and construction goods, or services which are the object of the Contract.
details; 3.3 Works, supplies or services and/or materials shall remain
PROPOSAL – Document presented by the subject to the prior approval of the Work
Supplier/Subcontractor in which are expressed the economic, Contractor/Supervising Body, when existing, and this entity can
financial and technical conditions during the negotiation phase carry out tests, inspections or analyses, after which it can reject
for which the Supplier/Subcontractor would undertake to materials and/or works, supplies or services already carried out
perform the Subcontracting/Service Provision; if duly grounded. All charges arising from this rejection shall be
borne by the Supplier/Subcontractor.
2. OBJECT 3.4 It is also the obligation and responsibility of the
2.1. In addition to the elements defined in the purchase Order, Supplier/Subcontractor to carry out the provision, transport,
the contractual object includes all the works, goods or services assembly of all materials, accessories and equipment when
that by their nature or current usage, must be deemed as applicable, except when expressly and otherwise agreed upon,
preparatory or accessory to the execution of the Contract and as well as provide all labour in the quantity and with the
that shall be borne by the Supplier/Subcontractor, and which qualifications needed for the correct execution of the Contract.
are the following, unless expressed otherwise in the contract The Parties agree that the Contract shall not be executed using
documents: labour under Temporary Work regime, supply of labour of any
2.1.1. Despite not expressly mentioned, those that are type and/or individual service providers.
complementary or accessory to the Contract object pursuant 3.5 The Supplier/Subcontractor must collaborate in the
to the good practices; preparation and programming of works, supplies of goods and
2.1.2. The assembly, dismantling, maintenance and cleaning of services of its speciality and of which he is responsible for,
the construction site and work places, when applicable; providing technical support required and attending coordination
2.1.3. The ones adequate to guarantee the safety of the meetings for which it is convened.
persons employed in the construction site, the premises and/or 3.6 Any tests foreseen in the Law, Decree-Laws or other
the general public as well as to avoid damages to neighbouring legislation or regulation in force, in the Technical Specifications,
buildings and to meet safety, environment, hygiene and work Inspection and Test Plan or in the quality system in force for
and police regulations, and public roads regulations when the execution of the Contract are the responsibility and shall be
applicable; borne by the Supplier/Subcontractor.
2.1.4. Reinstatement of all roads and entrances, which had to 3.7 In the execution of the Contract object, the
be changed and destroyed by means of temporary works, Supplier/Subcontractor undertakes to meet all standards and
where applicable; requirements set out in the Quality, Environment and Safety
2.1.5. Unless otherwise provided for, the Management Plan implemented by the Contractor as well as
Supplier/Subcontractor also undertakes to supply all devices, those arising from the applicable legal provisions, as well as all
instruments, tools, and fittings necessary for the good execution procedures implemented and needed for the correct execution
of the works, supplies or services as well as all materials needed of the Contract at its expenses.
for the adequate execution of the Contract at its own 3.8 If the Supplier/Subcontractor does not comply with the
expenses. requisites contained from paragraphs 2.1.2. to 2.1.4., when
applicable, or any other obligation which is a legally required the
3. PLANNING, EXECUTION AND QUALITY OF Contractor can replace the former and charge it with all costs
WORKS and/or losses borne by it, being that it is expressly authorized
3.1 It is assumed that the Supplier/Subcontractor has previously to file a legal mechanism of set-off of claims to recover the said
taken note of all Contract Documents that integrate and govern losses.
the Contract, undertaking to execute the works, supplies or 3.9 During the Contract execution, the Supplier/Subcontractor
services, and/or materials in compliance with those Documents, of the Contract must hand out all documents that prove the
and other attached documents in accordance to guidelines that traceability of compliance and quality of goods, products,
shall be given to it by the Contractor. services and supplies. If the Supplier/Subcontractor does not
3.2 The Supplier undertakes to introduce adjustments in the hand out such documents, the Supplier/Subcontractor grants
execution of its activities when compared to what was planned the Contractor the right to not approve the Progress
if such adjustments are required by needs related to the Measurement/Payments Reports while the
Supplier/Subcontractor does not carry it out.

Rev November 2016 Page 2

GENERAL CONTRACT CONDITIONS

and General Conditions by mail, e-mail or fax, duly signed and

4. EXECUTION DEADLINES stamped to the Contractor’s Purchasing Department. The
4.1 The Supplier/Subcontractor undertakes to strictly meet all Parties agree that the non-communication from the
deadlines, whether initial or partial or global, related to the Supplier/Subcontractor within the deadline hereby stipulated
execution of the works and/or supply of goods or services with regard to the Purchase Order sent by the Contractor shall
hired, by executing them pursuant to the adjusted works imply a tacit acceptance by the Supplier/Subcontractor with
program, being that he shall bear of losses arising from non- regard to all terms and conditions present in the Purchase
fulfilling those deadlines. Order concerned as well as of the terms and conditions of
4.2 In the execution of works and supply of goods or services these General Conditions.
covered by the Contract, the following contract documents 5.6 With regard to the invoice issuance, the
shall be respected in the following order of prevalence: Supplier/Subcontractor must consider the following aspects,
a) The clauses of the Contract and the content of all under penalty of suspension of payments or Product rejection:
documents that are an integral part of such Contract; (I) verify the name of the Contractor business unit that shall pay
b) Technical Conditions; the invoice concerned; (II) confirm the locations for the
c) Purchase Order; Product delivery; (lll) mention the Tax Identification Number of
d) Works Planning; the MARTIFER group company stated in the Purchase Order by
e) List of Drawings; issuing the invoice with clarity and without erasures and
f) General Contract Conditions; overwriting; (lV) have the number of the corresponding
d) Proposal presented by the Supplier/Subcontractor Purchase Order mentioned in the invoice; (V) have the
4.3 The Parties agree that it is the Contractor right to designation of the Product, the quantity delivered or the net or
terminate the Contract and/or replace the gross weight mentioned in the invoice; (VI) attach the goods or
Supplier/Subcontractor by another Supplier/Subcontractor, if services report of receipt previously issued by the Contractor
the latter does not meet the deadlines set out in the planning to the invoice or have the report of receipt number mentioned
attached to the Purchase Order or any other expressly agreed in the invoice.
upon between the Parties without the Contractor having to pay 5.7 The merchandise shall be accompanied by the
any compensation. The additional costs arising from such documentation requested by the applicable legislation in force
replacement shall be charged to the Supplier/Subcontractor. on the date of provision within a maximum of 5 days after the
material delivery. The invoice must be issued with clarity and
5. PRICES, INVOICING AND PAYMENTS strictly complying with applicable legal and tax provisions.
5.1 The Contract shall be executed within the price regime set Payments shall be made on the date stipulated by the Parties
out in the Purchase Order and/or Contract. and present in the Purchase Order. All and any supply shall only
5.2 All invoicing issued on behalf of the Contractor shall only be considered as partially or fully met (with regard to the
be accepted if supported by a purchase order and the quantities supplied and to be invoiced) when the
corresponding invoice is issued in compliance with invoicing. Supplier/Subcontractor meets all its obligations, for example,
5.3 From these General Conditions, no obligation of purchase but not exclusively, the delivery of the certificates. Invoicing of a
of the Product with the Supplier/Subcontractor arises for the supply shall only be accepted if and when it has been fully
Contractor, being that this obligation shall become effective carried out.
after the tacit or expressed acceptance by the 5.8 Invoicing shall take place monthly and shall correspond to
Supplier/Subcontractor of the Purchase order sent by the the works, goods or services duly provided each month.
Contractor, being that all terms and conditions foreseen in this Payments shall be processes after the amounts, which shall be
instrument must be met as well as the terms and conditions contractually or legally due to the Contractor, have been
stipulated in the corresponding Purchase Order. deducted and within the period set out in the Purchase Order.
5.4 The Contractor reserves the right to change, cancel, adjust In all cases, the beginning of the deadline shall start counting
or reprogram the quantities of products mentioned in the from the date of receipt of invoices by the Contractor at its
“Purchase Order”, in accordance to its needs respecting the head office and pursuant to the following procedure, where
remaining conditions previously agreed upon with the applicable:
Supplier/Subcontractor. a) Invoices of goods or services that do not exactly reproduce
5.5 The Supplier/Subcontractor must confirm receiving the the items described in the corresponding purchase orders or
Purchase Order within a 5 (five) day period from the date of its that do not present the same quantities or prices as those
receipt, against the return of an original of the Purchase Order present in the purchase orders shall be returned, being the

Rev November 2016 Page 3

GENERAL CONTRACT CONDITIONS

payment deadline interrupted and being that this deadline shall e) Proof of payment of contributions to Social Security, with
start again after the receipt of the new duly corrected invoice. the corresponding list of employees covered.
b) Between the 30th of each month and the 5th of the following f) Declaration that there are not outstanding debts to Social
month, the Supplier/Subcontractor can submit detailed Security;
measurements of that month’s works using for that purpose the g) Proof that there are no outstanding debts to Tax Authority;
contractual list of quantities pursuant to terms set out in h) Record of machines used by your entity in the execution of
number 5.4; the Contract, where applicable and in compliance with the
c) The measurements mentioned shall be delivered to the Maintenance Plan of the machines and equipment pursuant to
contractor and the latter has five business days after receiving Paragraph 9.
them to verify and adjust them to the quantity of works 5.10 Pursuant to article 577 of the Civil Code, it is expressly
effectively implemented; acknowledged that the Supplier/Subcontractor cannot assign, in
d) After the Contractor’s verification and approval of the any way, fully or partially, claims arising from this Contract,
measurements, the Supplier/Subcontractor shall issue the namely through the signing of Contracts of Factoring,
monthly invoice related to the works effectively implemented securitization, transfer of claims or of the contractual position
within the terms set out in the corresponding Measurement without the expressed consent of the Contractor in written.
Record. The invoice must be sent with the corresponding 5.11 Where applicable, the monthly invoicing issued by the
records, under penalty of its return. Supplier/Subcontractor shall be temporary being that within a
5.9 Without prejudice to the content of the previous number, period of three months after the end of works or of the supply
no Measurement Record shall be approved and consequently no of goods and services or services an account shall be established
payment shall be made without the following requirements for that purpose that besides the fees potentially applied,
being met: compensations potentially due ad any other elements needed
a) All documents included in this contracting must be signed; for the calculation of final accounts shall include:
b) Where applicable, all policies and corresponding proofs of a) In Contracts for global price, the amount of the contract plus
payment of the insurances legally and contractually required and/or minus the works executed by the
have been submitted by the Client to the Contractor and by the Supplier/Subcontractor, being that the latter shall not be
latter to the Supplier/Subcontractor, namely, civil, contractual entitled to any right arising from the non-execution of works;
and non-contractual liability insurance (specific conditions and b) In Contracts for series of prices, the amount of the works
proof of payment). effectively performed and which shall never exceed the sum of
c) Where applicable and/or required, the following documents the estimates present in the Contract and the corresponding
have been submitted to the Contractor, among others that additional elements.
might be required: 5.12 After the signature of the Provisional Acceptance
c.1- Identification of all employees under its management Certificate of the works which are the object of this Contract,
(identity card, Tax Identification Number, Social security card). the Supplier/Subcontractor has a deadline of 60 calendar days to
If the employees are foreigners, they must submit the submit all invoices and claims which it believes it is entitled to
employment contract duly homologated by ACT - Autoridade within the scope of this Contract, waiving any other invoices
para as Condições de Trabalho [Portuguese Employment and claims after this deadline.
Conditions Authority], Passport, residence visa or authorization
pursuant to terms of Paragraph 9. 6. TRANSFER OF RISK AND OWNERSHIP
c.2 Medical Fitness Certificate of all employees who enter the 6.1 The Supplier/Subcontractor states that all the material
work or the premises; received at its premises delivered by the Contractor or by
c.3 Certificate of Professional Competence and Proof of Third Parties on behalf of the Contractor are the ownership of
training in Safety. the latter.
c.4 Proof of delivery of Personal Protective Equipment to the 6.2 In the case of situations foreseen in Clause Twelve, the
employees (PPE). Supplier/Subcontractor hereby authorizes the Contractor to
c.5) Work Accidents Insurance Policy, including specific collect all material it owns of its own premises.
conditions and proof of payment.
d) In the case of the variable premium per leave sheets, it must 7. DELIVERY PACKAGING AND DOCUMENTATION
be proven to the Contractor that the employees on the site are 7.1 All Products shall be packaged pursuant to the contractor
covered by the work accidents insurance, pursuant to clauses Purchase Specifications or Purchase Order or in the lack of
9.3 to 9.5. these, pursuant to any other indication and pursuant to the

Rev November 2016 Page 4

GENERAL CONTRACT CONDITIONS

standards applicable in accordance to the destination of the Parties” that the Contractor appoints, on the account of the
merchandise and the form of transportation. Any damage to the “Collateral” provided or the “Retentions” carried out.
Product is the sole responsibility of the Supplier/Subcontractor.
7.2 Each packaging unit shall be externally marked in a clear and 9. ENVIRONMENT AND SAFETY AT WORK
legible form pursuant to the applicable technical standards as INSURANCES, LIABILITY AND STANDARDS
well as any instructions related to special conditions for storage. 9.1 Within the scope of works, services or supply of goods
7.3 The Supplier/Subcontractor must attach a detailed Delivery covered by this Contract, the Supplier/Subcontractor expressly
Order to the transport documentation. The mentioned accepts to answer to the Contractor for all liabilities, penalties
document must state the content of the packaging and and risks that are carried out by the Supplier/Subcontractor
merchandise, the quantities and the information contained in towards the Client and towards “Third Parties” in general.
the Purchase Order needed for the Products Identification. 9.2 The Supplier/Subcontractor is the sole responsible and shall
directly answer to the Contractor with regard to any accidents,
8. GUARANTEE losses or damages occurred with the works, services or supply
8.1 The guarantee period of works, goods or products supplied of goods covered by this Contract or caused by it during their
is of five years from the date of their provisional acceptance by execution or the corresponding warranty period as a
the Client if a longer period is not stated in the Specification consequence of the execution or the action of its agents,
sheet or in the applicable legislation. employees or other providers at its service, of the failure of the
8.2 If the Contractor demands so for the guarantee of the product or the lack of safety, non-fulfilment of legislation and/or
correct and timely fulfilment of its contractual obligations, on a environmental standards, materials, construction elements or
date to be indicated, the Supplier/Subcontractor shall on the auxiliary equipment, directly related with the works, services or
date of the signature of the purchase order shall provide a first goods object of this Contract or under the control of the
demand bank guarantee, such as the Model to be presented by former.
the Contractor, of an amount corresponding to 10% (ten 9.3 Where applicable and/or required the
percent) of the Contract total amount. Supplier/Subcontractor undertakes to have its entire staff
8.3 For the fulfilment of obligation mentioned in 8.2, the (obligation that extends to occasional staff), namely visitors and
Contractor shall not accept bond insurance. occasional and permanent service providers that are inside the
8.4 The Payment of any amounts besides the contractual price, premises, sites or works premises), covered by Insurance
namely of additional works, shall be subject to a 10% (ten policies against:
percent) retention, being that the content of previous a) Accidents at work related to all employees allocated to the
paragraphs shall apply with regard to the remaining elements. execution of the works covered by this contract;
8.5 Collaterals provided shall be returned to the b) Civil liability insurance for damages caused during the
Supplier/Subcontractor immediately upon refund or cancelation execution of works covered by this Contract to third parties,
by the Client of collaterals provided by the Contractor within namely to the Client, Work Owner, other Contractors or
the scope of the Contract concluded with such Client, i.e. when Suppliers/Subcontractors, being the minimum policy coverage
the Contractor’s liabilities towards the Client have terminated. amount equal to the amount of the Contract, and which shall be
8.6 During the legal or contractual guarantee period, the valid, at least, until the provisional acceptance of the
Supplier/Subcontractor undertakes to repair any malfunction, Contracting agreement by the Work Owner.
failure, deterioration, beginning of decay or lack of strength c) Occupational diseases;
found in the works, services or goods supplied if the defects d) Equipment;
found are attributable to it and do not arise from the normal A copy of the mentioned elements must be submitted to the
usage wear for which the works, goods, products or services Contractor before the beginning of the works.
had been designed. 9.4 In case of non-fulfilment by the Supplier/Subcontractor of
8.7 The Supplier/Subcontractor undertakes to correct, repair hiring damage waiver insurances and third party liability
or replace at its expenses, any defects, deteriorations or failures insurances caused during the Contract execution, the
found in the works, goods or services of this Contract as well Supplier/Subcontractor shall be responsible for all losses that
as those identified during the warranty period and that are shall be claimed to the Contractor and/or Work Owner.
attributable to it within the terms and deadlines that the 9.5 The Supplier/Subcontractor undertakes to meet the
Contractor shall indicate under penalty of the corrections and Portuguese labour legislation, environmental legislation standard
repairs being undertaken by the Contractor or by “Third in force applicable to it and/or any other applicable, being thus
responsible for any accidents with its employees who are

Rev November 2016 Page 5

GENERAL CONTRACT CONDITIONS

registered in the social security records. With regard to the must submit the entire technical documentation of the
labour working for it and where applicable and or required, the machines and equipment to be used, pursuant to Decree-law
Supplier/Subcontractor undertakes to fulfil the labour legislation no. 273/2003, of 29 October and Decree-law no. 320/2001, or
and regulation, especially with regard to the labour of minors legal diplomas that might replace the former. Non-delivery of
and foreigners residing in the country and shall bear all the mentioned documentation, which confirms the good
expenses or charges with the payment of fees or penalties condition of the machines and equipment implies the non-
applied as a result of their non-fulfilment and shall supply the authorization of entrance of the mentioned equipment in the
Contractor the following documents with regard to each work. If specific equipment and machines remain in the work
foreign employees hired by the Supplier/Subcontractor: and/or premises during the period of time needed for their
a) Copy of a valid authorization of residence or authorization of maintenance, the Supplier/Subcontractor must clearly show that
permanence or employment visa; the maintenance works of the machines and/or equipment were
b) Copy of the Employment Contract concluded with the carried out.
employee and duly signed and stamped by ACT, where 9.11. The Supplier/Subcontractor undertakes to meet (and have
applicable. others meet) all the Contractor’s environmental procedures.
c) Copy of the monthly pay slips delivered to social security, 9.12 The Supplier/Subcontractor undertakes to adequately
and which include the Employees who work within the scope of manage the residues generated complying with the legislation
the Contract. requirements in force and the standards applicable to
9.6 When applicable and/or potentially required, the separation, treatment and forwarding of toxic, industrial or
Supplier/Subcontractor also undertakes to meet the legal and dangerous waste when applicable and/or potentially required,
regulatory provisions in force on accidents at work and health, and namely to:
hygiene and safety at work (HHSW) with regard to all a) Identify the waste generated and deliver it to a specific
employees at its service, being that the charges arising from the location for that purpose;
situations previously mentioned shall be the sole responsibility b) Accommodate the waste generated during its presence on
of the Supplier/Subcontractor that must also inform the Site the site/work/premises in correct conditions in order to avoid
Management and the Contractor of all its employees’ accidents. environmental impacts;
9.7 The Parties expressly agree that the Supplier/Subcontractor c) Keep the waste storage areas organized, cleaned and have it
shall be the sole responsible for the non-fulfilment of obligations visible and correctly identified;
stated in the previous numbers, and it shall be the sole d) Duly forward the waste pursuant to the applicable legislation
responsible for paying any penalties applied as a consequence of in force, through licensed entities for the waste management
such infringements. and submit documental proofs of this correct management
9.8 If the Contractor suffers direct or indirect damages as a whenever requested by the Contractor (e.g. Construction and
consequence of non-fulfilment of labour, environmental or Demolition Waste Accompaniment Docket).
other laws by the Supplier/Subcontractor, it shall be entitled to 9.13 – The Supplier/Subcontractor undertakes to carry out the
be refunded of the damages incurred into. correct treatment and forwarding of the liquid effluents arising
9.9 When applicable and/or potentially required, the from the work activity pursuant to the applicable legislation in
Supplier/Subcontractor undertakes to control the blood alcohol force, and namely:
levels of all the employers working in the work and/or in the a) In case of using a municipal collector for the effluents
premises pursuant to the Collective Labour Agreements discharge, request the corresponding authorization;
foreseen and applicable to the Supplier/Subcontractor and b) In case of discharge into a septic tank, request the
inform the Contractor of the corresponding result. corresponding permit;
Nonetheless and when deemed useful, the Contractor can c) In case of conditioning and forwarding of residues, the
substitute itself to Supplier/Subcontractor in carrying out the content of paragraph 9.12 must be applied;
blood alcohol levels control, by sending a copy of the tests to d) The corresponding documental proofs must be submitted
the Supplier/Subcontractor. With regard to the employees whenever requested by the Contractor.
subject to the mentioned blood alcohol control mentioned in 9.14 – When applicable and/or required, the
the previous paragraph who show a level higher than the Supplier/Subcontractor undertakes to manage the Dangerous
maximum allowed, the Contractor is granted the right to stop Substances and Preparations (DSP) (e.g. oils, paints, fuels,
them from exercising any activity in the work, sites or premises. solvents etc.), at the work/site/premises pursuant to the
9.10 When applicable and/or potentially required and always applicable legislation in force and the good environmental
before the beginning of the works, the Supplier/Subcontractor

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practices and to adopt the following in order to minimize 10.5 The application of fees within the terms of the previous
environmental impacts, namely through: numbers shall be communicated to the Supplier/Subcontractor,
a) Usage of containers of the same origin as the DSP; by means of a written Communication so that the latter can
b) Maintenance of correct conditions of conditioning and state its opinion on the situation in written within a five day
storage of DSP, for example, by using retention basins; deadline.
c) Making spillage contention means available;
d) Have the Safety Data Sheet (SDS) available where products 11. CONFIDENTIALITY
are used. 11.1 The Parties undertake to maintain in complete
9.15- When applicable and/or required and with regard to confidentially all documents, diagrams, processes, technical
noise, the Supplier/Subcontractor must fulfil the applicable knowledge and experiences and any other facts that they might
legislation in force related to noise control. It must respect and have knowledge by means of cooperation in the development of
make other respect the legally set out time tables for the the Contract, and use them solely for the Contract object.
execution of noisily works; obtain permits or authorizations They must also make their employees comply with the
needed for that purpose as well as meet the rules of works confidentiality duty, even after leaving the company, inasmuch as
protection against risks of exposure to noise. legally possible.
9.16 – At the end of works, the Supplier/Subcontractor must 11.2 The Parties undertake to impose the obligations of the
submit to the Contractor all record and documental proofs, previous number to their entire staff, namely visitors and
proofs of fulfilment of legal requirements and applicable external service providers as well as occasional and permanent
environmental provisions in force. This documentation must be service providers and companies collaborating in fulfilling the
included in the technical compilation to be submitted at the end Contract.
of works. 11.3 In case of infringement of any of the provisions previously
9.17 – The Supplier/Subcontractor undertakes to train, inform mentioned, and notwithstanding the remaining provisions of the
and make collaborators and potential subcontractors aware of Contract, the damaged party is entitled to demand all legally or
the need and importance of meeting legal requirement in force, contractually required compensations arising from such
Contractor’s procedures and good environmental practices. infringement.
9.18 – The Supplier/Subcontractor undertakes to inform the
Contractor, record and undertake the correct processing of 12. CONTRACT TERMINATION
any environmental non-compliance, claim or accident, occurring 12.1 The Contractor is entitled to terminate the Contract in in
during the works, service provision or supply. the following events:
a) If the client terminates the contract with the contractor;
10. PENALTY CLAUSE b) If the Supplier/Subcontractor ceases payments, convenes
10.1 – If the Supplier/Subcontractor does not fulfil deadlines creditors or if it is declared Insolvent and the Insolvency
and remaining contractually conditions set out, he shall be Administrator does not choose the execution or the refusal to
charged with a penalty of 1% (one per cent) of the total value of implement the business within the deadline set out by the
the Contract for each overdue day with regard to deadlines Contractor for that purpose;
foreseen in the Contract. c) If the supplies and services are deemed defective or contrary
10.2 The Contractor shall be entitled to apply the penalty to the Contract in points that affect its execution and the
mentioned in the previous number in case of non-fulfilment of Supplier/Subcontractor does not fulfil its obligation to correct
partial deadlines for the works execution – being that in these the defects within the adequate period which, under prejudice
cases the daily penalty applicable shall be calculated based on of contractual termination is set out by the Contractor;
the value of outstanding works multiplied by 2% (two per cent). d) If the Supplier/Subcontractor, for reasons not attributable to
the Contractor, is late with regard to the deadlines agreed
10.3 Besides the penalties mentioned in the previous numbers,
upon;
and without prejudice of number 12, the
e) If the Contract execution is interrupted for a period over 15
Supplier/Subcontractor shall bear the expenses and penalties
calendar days due to hindrances attributable to the
that the Contractor shall incur due to the inadequate execution
Supplier/Subcontractor.
of the Contract by the Supplier/Subcontractor.
f) Non-fulfilment of legal and regulatory provisions in force
10.4 In the case of the Supplier/Subcontractor’s delay being of
related to labour at its service as well as with regard to safety
the sole and exclusive responsibility of the Contractor, the
and hygiene at work and environment;
deadline shall be extended for the same period of time of the
delay.

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GENERAL CONTRACT CONDITIONS

12.2 The Supplier/Subcontractor can discontinue the supply in Viseu is hereby set out as the competent forum and any other
the following cases: courts are hereby waived.
a) When required by the Contractor by means of an order 14. PROVISIONS AND CLAUSES REGULATING THE
directly expressed to the Supplier/Subcontractor, case in which SUBCONTRACTING
the supplies shall be considered suspended for the period of a) If the object of the Contract is a subcontracting of any type
time indicated by the Contractor. and in all in which it is deficient, the content of the Code of
b) In case of occurrence of an event of Force Majeure, i.e. all Public Contracts shall apply and mainly articles 343 to 425 in
unpredictable event of which effects are produced regardless of the part related to “Public Works Contracts”, with the due
the Parties will, namely situations of natural catastrophe, acts of adaptations and except all provisions which stipulate the tacit
war, declared or not, acts of subversion, public order alteration, approval of claims.
economic blockage and/or fire; b) Decree no. 41821 of 11 August 1958, Regulation of Safety at
12.3 The Supplier/Subcontractor is entitled to terminate this Civil Construction Work;
Contract if works are suspended for a period over 60 (sixty) c) The remaining applicable legislation in force, namely the one
consecutive calendar days or 120 (one hundred and twenty) related to construction, staff premises, social security,
non-consecutive calendar days. unemployment, hygiene, safety, prevention and occupational
12.4 In the case of the situation foreseen in the previous medicine, environment and third party liability.
number, the Supplier/Subcontractor shall only be entitled to the
payment of the amounts of the works effectively executed, 15. CONTRACTUAL REDUCTION
inasmuch as these works are approved by the Contractor. If any of the clauses of the Contract is deemed legally invalid,
12.5 Termination must be carried out in written, by means of null, voidable or non-existent and/or its application is
registered letter with acknowledgement receipt and produces contractually excluded, the remaining clauses of the General
effects on the date in which the communication must be Contract Conditions shall remain in force.
deemed received by the opposite Party.
12.6 Without prejudice of 12.1, the contractor can choose to 16. COMMUNICATION
unilaterally terminate the Contact and be compensated for All communications carried out between the Parties within the
damages suffered as consequence of the non-fulfilment and terms of the Contract or related to the Contract shall only be
namely, due to the additional costs arising from the need to deemed duly made when sent by mail, fax or electronic email.
conclude a new contract with third parties and the
2. Communications shall be deemed received on the date of the
consequence of the delay at the level of the fulfilment of
corresponding proof of receipt.
deadlines, and that towards the Work Owner, the General
Contractor or Third Parties.
17. VALIDITY AND RENEWAL
12.7 If the resolution previously mentioned takes place, the
17.1 These General Contract Conditions are valid for one year,
Contractor can execute the Contract itself or have it executed
and automatically renewed for equal periods of time, unless one
by third parties, and reserves the right to claim from the
of the Parties terminate them in written, at least 90 calendar
Supplier/Subcontractor all expenses arising from the mentioned
days before the date of termination of the initial duration or of
situations, namely by means of total or partial compensation
the corresponding renewal.
with credit values due, or to be due, without prejudice of other
17.2 These General Contract Conditions apply to contracts
rights.
concluded by the MARTIFER Group companies, as previously
mentioned and with registered office in the National territory,
13. COMPETENT FORUM
regardless of their corporate name.
13.1 Any conflict arising from the interpretation or the
execution of this Contract must be subject to an amicable
I hereby declare that I have read and noted and that I fully agree
resolution attempt between the Parties.
with the content of these General Contract Conditions, and
13.2 If no amicable resolution is possible, the conflict shall be
therefore I have signed the said Conditions.
solved by regular courts or arbitrating entity, when the amount
of the cause exceeds € 100.000,000 (one hundred thousand
Oliveira de Frades, ___ _________ 201_
euros).
Signature and stamp of the Supplier/Subcontractor’s legal
13.3 To resolve any issue arising from any document included
representative
in the Contract and that is not amicably resolved the Court of

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