DELIVERY, SHIPMENTAND HANDLING. Special Requirements per Delivery Terms: Reserved.

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1 DELIVERY, SHIPMENTAND HANDLING 1. Delivery Instructions: The Equipment shall be delivered in accordance with INCOTERMS 2000 subject to the special terms specified in the Agreement/Purchase Order and the provisions stipulated below in this Annexure R. Special Requirements per Delivery Terms: (v) (vi) In the case of D.D.P deliveries the Equipment shall be unloaded by the Purchaser at Purchaser s risk and cost inside Purchaser s warehouse, On Site or elsewhere as designated by Purchaser. In the case of Ex-Works deliveries the Equipment shall be loaded by the Contractor at Contractor's risk and cost onto Purchaser's transportation vehicles. (vii) Notice of Readiness for Delivery shall be given to the Purchaser s Supplies and Stores Division at least seven (7) working days prior to such delivery. (viii) Notices required under Sub-paragraph (vii) above shall include an estimation of the number of packages, and weights, volumes and values of the packages. Such aforesaid notice shall also emphasize and give details of any shipment which contains Equipment which is perishable or hazardous or have a limited life span. The delivery of any and all such shipment(s) shall be especially coordinated with the Purchaser. (ix) The Purchaser shall not be obliged to accept early deliveries, and unless otherwise specified in the Summary of Prices and Delivery Schedule, Annexure C1, each actual delivery should not be made earlier than two (2) months prior to the date specified therein as the latest date of delivery IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 1 of 9

2 (x) To minimize hindrances during erection due to missing structure elements, the completeness of the Equipment prior to delivery and the consistency of the equipment to be delivered with the packing lists shall be verified by a special inspection conducted by Purchaser s appointed representative together with Contractor s representative as a precondition for packing, loading and transportation. Therefore, the Contractor shall notify the Purchaser s representative at least 3 working days in advance of each expected transportation, to allow Purchaser s representative attend in due time such an inspection. The Contractor shall be free to proceed with transportation of the equipment in the event the Purchaser s appointed representative fails to attend such an inspection within said 3 working days. 2. Shipping Documents: Each delivery shall be accompanied by Shipping Documents in accordance with the distribution list (Attachment R1) and as described herein below: Types of Shipping Documents: Invoices: All invoices shall be issued in accordance with Article 8 of Annexure A. Packing Lists: Packing lists shall bear the Contract number, Purchase Order number, Package number, and Order Item number and shall include a detailed description of all items, consistent with the Bill of Materials and the appropriate catalogue number appearing in the relevant Purchase Order. If full details of contents, weights and measures of each case or package, are shown on the invoice and description is as required above, an independent packing list is not required provided copies of said invoice are eventually distributed to the recipients of the of the packing list as required in Attachment R1. (v) Quality Control Certificates: Quality Control Certificates shall be issued in the format of Form 5 attached hereto IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 2 of 9

3 (vi) (vii) (viii) Delivery Notes (to Purchaser's designated store): Delivery Notes shall be issued by the Contractor in case of deliveries DDP Purchaser s store and shall be countersigned by an authorized representative of the Purchaser against receipt of the Equipment as detailed in the packing list. (ix) Certificate of Milestone Completion: A Certificate of Milestone Completion in the format of Form 2 shall be issued by the Contractor, to be countersigned by the Purchaser s authorized Project Manager, confirming readiness for shipment and delivery of all the Equipment forming part of said milestone, as detailed in the Summary of Prices and Delivery Schedule, Annexure C1. Recipients of Shipping Documents: Accounting Department: Purchaser's Accounting Department, attention designated person to contact. The Purchaser s Accounting Department is the Recipient of Shipping Documents for payment to Contractor. (c) Distribution of Shipping Documents: Shipping Documents shall be distributed and attached to the delivered packages under the various delivery terms specified in this Contract in the quantities of originals/copies stipulated in Attachment R1 attached hereto. (d) 3. Shipping and handling instructions: 0180-IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 3 of 9

4 In order to avoid dislocation, delay and damage to the Purchaser in taking delivery of Equipment, and its subsequent erection or installation, the Contractor shall comply with the following provisions: Contractor shall make no delivery earlier than two (2) months in advance of the contractually specified delivery dates, without first obtaining Purchaser s written approval. The Contractor shall insure safe inland transportation to the Purchaser s designated point of delivery. Unless otherwise agreed upon, packaging shall also be suitable for open storage at the Purchaser s designated site taking into consideration high humidity and salty atmosphere for a period of up to twelve (12) months after delivery, provided that the protective packaging remains intact during such time period. For Equipment which is not suitable for open storage, special storage instructions shall be provided by the Contractor to the Purchaser s Supply and Stores Division, Divisional Project Management, with a copy to the engineering Project Manager, at least ninety (90) days before its delivery. The Contractor shall secure the right of Purchaser to retain the containers in which the Equipment is stored, for the full period of storage On Site, without extra cost to the Purchaser, in order to meet the above stated transportation and storage On Site requirements. (c) Weights and Sizes: The Equipment shall be delivered so that no component will have an as lifted weight in excess of 35 metric tons. If this limitation can not be met, Contractor shall provide a list of Equipment exceeding 35 metric tons, and special arrangements for shipment and unloading shall be agreed upon between the Contractor and the Purchaser. To the greatest extent possible whenever Equipment is delivered on pallets, same should be the size of 1.0 x 1.2 meters and weight not exceeding 1500 kg. (d) Marks: Each case/package shall be clearly marked and labeled for easy identification on the outside as follows: 0180-IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 4 of 9

5 Specification No.; (i.e. ABC1234 and Contract number) Equipment Assembly and consecutive package nos.; (e.g. 1/3 for Unit Number 1, package number 3) (v) (vi) I.E.C. designated Site (e.g. Alon Tabor/Gezer/Eshkol) weights and measurements. 4. Insurance: Without derogating from the Contractor s obligation to insure the Equipment in accordance with Article 26 (Insurance) of Annexure A and Annexure L, the Purchaser may for its own convenience and interest, insure the Equipment from the time it leaves the manufacturer s plant until its arrival at ultimate destination. Contractor is required, therefore, to advise Purchaser by or facsimile in good time but not less than seven (7) working days before delivery, of the following particulars required for insurance: (c) (d) (e) (f) (g) (h) (j) (k) (l) Contractor's full name and address of manufacturer's plant/warehouse; Purchaser's Contract and/or Purchase Order Number; Power Station Unit Number/Code Number appearing in the relevant Purchase Order; Number of items to be shipped; Number of packages; Exact weight (gross) of consignment; Total D.D.P. value of Equipment shipped; Estimated Contractor's costs of ocean/air freight and inland transportation (where applicable); Date on which Equipment leave manufacturer's plant; Name of vessel/air carrier (if applicable); Name of port/airport of export (if applicable). Name of port/airport of import (if applicable). 5. Delivery of Short Shipped or Damaged Items: 0180-IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 5 of 9

6 Equipment or any parts thereof which Contractor has failed to include in the main shipment, or in the event any items are included in the packing list but are not actually included in the package, shall be delivered D.D.P. as soon as possible to the site indicated by Purchaser. In the event the Equipment after having been delivered in accordance with Article 13 (Delivery) of Annexure "A" is lost or damaged during shipment and the value (including price adjustment, if any) stated in the invoice or notified to the Purchaser is less than the related Contract Price of the Equipment or the related portion thereof (the difference being hereinafter referred to as the "Amount of Undervalue"), the Contractor shall bear such proportion of loss or damage to the Equipment as the Amount of Undervalue bears to said related Contract Price of the Equipment or the related portion thereof. 6. Reserved 7. Reserved 8. Annexure C1, Annexure I (including Purchaser s Catalogue Numbers, Purchase Orders and special instructions for partial deliveries) and Bills of Materials: Annexure C1 - Summary of Prices and Delivery Schedule: Annexure C1 is a summary in tabular form of the prices, mode of delivery, delivery schedule and payment terms applicable for all deliverables under this Contract. Annexure C1 is also used to form a common basis for the reports to be provided by Contractor (Contractor s Project Schedule, Equipment Shipment Schedule, Progress Report and Cash Flow Report). Annexure C1 is subject to all the relevant provisions of the Agreement and these General Conditions and in any case of inconsistency, the Agreement and these General Conditions shall prevail. In the event of inconsistency between Annexure C1 and the Equipment Shipment Schedule and/or any of the other reports described below, Annexure C1 shall prevail. Annexure I - Equipment Shipment Schedule and Purchase Orders: Annexure I is a report of actual deliveries to be prepared by the Contractor and to be used by the Contractor and the Purchaser as a mechanism of electronically exchanging data with respect to such deliveries (preferably as an Excel file). Annexure I shall contain all components, assemblies and parts comprising the Equipment which are individually identifiable for shipment, and any special (usually On Site) services to be rendered IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 6 of 9

7 (v) (vi) An item for delivery as appearing in the Equipment Shipment Schedule may be a component of a larger piece of the Equipment, or a complete item of Equipment, or a package containing several pieces of the Equipment and/or components, or it may be services payable in a lump sum, services payable at an hourly or per diem rate, or portions of Work as defined by milestones, etc. (hereinafter each of such components, packages or Services shall be individually referred to in this Article as a Deliverable Item ). To enable Purchaser maximum review and control of the financial aspects of the Contract, the Purchaser, utilizing a central computerized data base, shall attribute a unique catalogue number of no more than eight digits to each such Deliverable Item and shall insert the information and data contained in Annexure I, as well as certain pertinent provisions of the payment clause, Article 18, into Purchaser s internal computerized purchase order forms (the Purchase Orders ). The Purchaser shall indicate the catalogue number on the Equipment Shipment Schedule and shall provide the Contractor with a copy of the Purchase Orders for review and confirmation. To enable timely processing of invoices and release of payment, the Contractor shall provide the Equipment and services and submit invoices in strict conformity with the terminology and the catalogue numbering issued by Purchaser and used in the Purchase Orders. Annexure I in its initial version (version 0) which conforms with Annexure C1 is attached to the Contract. Two (2) months after signing of the Contract or six (6) months before first shipment, whichever occurs later, the Contractor shall submit, for review and approval, to the Purchaser s Project Manager with a copy to Purchase's Supply and Stores Division (Attention Divisional Project Manager), an updated version of Annexure I, reflecting if necessary further division of shipments. The Purchaser shall confirm the receipt and contents of Annexure I within 14 calendar days of receipt thereof and will allocate in its confirmation the applicable catalogue numbers. Thereafter a monthly report shall be submitted containing actual shipment data and Contractor s confirmation of its intention and ability to meet the delivery requirements of 0180-IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 7 of 9

8 the balance of items to be shipped, until all delivery requirements under the Contract have been fulfilled. (vii) In case the Contractor intends to further subdivide shipments after submission of the most current updated version of Annexure I, then the Contractor shall, at least forty-five (45) days prior to the delivery date specified in the latest version of the report, submit for Purchaser s review and approval, a request for Annexure I revision. The approval shall be given within ten (10) working days and shall not be unreasonably withheld. Upon approval, the Purchaser shall issue new catalogue numbers and revised Purchase Orders to the Contractor. The new catalogue numbers and the revised Purchase Orders shall form from then on the basis for the balance of deliveries. The same procedure shall apply in the event of the issuance of any Change Order. (viii) For the avoidance of doubt, the payment pro-rata Deliverable set out in Subarticle 18(c) of Annexure A should reasonably/normally be invoiced once only per Deliverable (as identified in the price breakdown in Annexure C1 or later on in Annexure I ) upon completion of delivery of such Deliverable. On an exceptional basis, subject to the provisions of Subarticle 8(vii) above, in the event the Contractor wishes to effect and invoice partial deliveries per Deliverable, the Contractor shall issue the invoices for such partial deliveries ensuring that the net amount of said invoices reflects a proportional deduction of the amounts paid as Down/Advance payment on account of said Deliverable. (ix) Notwithstanding any other remedy available to Purchaser under the Contract, failure by Contractor to provide Annexure I in compliance with the foregoing within ten (10) working days from the date of Purchaser s written notification of noncompliance shall be deemed to constitute delay in submitting a Critical Document. (c) Bill of Materials: Along with the updated Equipment Shipment Schedule required above, Contractor shall issue a Bill of Materials. The Bill of Materials shall allocate all the components, assemblies and subassemblies to be delivered to the relevant Deliverable Item and 0180-IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 8 of 9

9 to the appropriate shipment. The Bill of Materials shall contain such cross-reference data as shall allow the Purchaser to verify compliance with the scope of Work and to locate and identify items during erection. The Bill of Materials shall be issued on an agreed upon magnetic media (preferably as an Excel file) in the format of Attachment R2 attached hereto, giving the following details in conformance with the Equipment Shipment Schedule and the packing lists: name of Power Station, Contract Number, Unit Number, Purchase Order number, related product tree number, related Purchaser s catalogue number, item description, reference drawing number and revision, quantity ordered, dimensions, weight and type of storage. The Contractor shall submit to the Purchaser s Supply and Stores Division (Divisional Project Management) with the monthly Equipment Shipment Schedule reports, updates of the Bill of Materials, reflecting the actual scope of Work as soon as the relevant design was completed. The Contractor shall verify that all the items included in a packing list are properly listed in the Bill of Materials and if necessary shall issue special updates not later than three (3) working days prior to actual shipment. The Bill of Materials and each update thereof is considered to be a Critical Document and the provisions of Subarticle 2(c) shall apply thereto. - Final IEC-Anx-R Delivery 2005 F rev M DDP ZC P. 9 of 9