Contrato Pastorale

[]
Wind Farm
Design and Construction Agreement
between
[]
and
Vestas
[] ,201
Page 1 of 61
v. 1.0 (rev.1)
TABLE OF CONTENTS
1. DEFINITIONS
11
2. PURPOSE
17
3. CONTRACTOR OBLIGATIONS
17
3.1 Contractor Security
17
3.2 Permits
3.2.1 Contractor Permits
3.2.2 List of Permits
17
17
17
3.3 Contractors Documents. Employers approval.

3.3.1 Deliver to the Employer
3.3.2 Contractors Documents requirement
3.3.3 Fail to issue the Contractors Documents
3.3.4 Employers Approval
17
18
18
18
18
3.4 Insurance
18
3.5 Contractor Works

3.5.1 Civil Works
3.5.2 Electrical Works
3.5.3 Packing, Transporting and Unloading
3.5.4 Civil Works Tests and Electrical Works Tests
3.5.5 Personnel, Contractors Equipment, Goods and Consumables
3.5.6 Removal of Rubbish
3.5.7 Guarding
18
18
20
22
22
22
22
23
3.6 Standards of Performance

3.6.1 General
3.6.2 Foundation Section
3.6.3 Civil Works
3.6.4 Electrical Works
23
23
23
23
23
3.7 Health and Safety and Working Hours

3.7.1 Employers and Contractors Health and Safety Plan.
3.7.2 Working Hours.
23
23
24
3.8 Reporting
3.8.1 Monthly Progress Reports
3.8.2 Monthly Progress Meetings
3.8.3 Recovery Plans and corrective actions
24
24
24
24
3.9 Compliance with Law
25
3.10
25
Information Provided by Employer
Page 2 of 61
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3.10.1
3.10.2
3.10.3
3.11
Review by the Contractor

Road, Crane Pad and Hardstand Specifications
Inaccuracy
25
25
25
Maintenance Works
26
3.12 Liens
26
3.12.1
No Liens allowed
26
3.12.2
Employers Indemnity
26
3.12.3
Direct payment and deduction from the amounts owed to the Contractor
26
3.13 Design Responsibility
3.13.1
General Design Obligations
3.13.2
Compliance with good technical standards and applicable laws and
regulations.
3.13.3
As-Built Documents and operation and maintenance manuals
26
26
3.14
27
Design Errors
27
27
3.15 Inspection, Testing and Rejection.

3.15.1
Inspection
3.15.2
Factory Acceptance Tests
3.15.3
Rejection
3.15.4
Remedial Work
27
27
28
29
29
3.16 Contractors General Obligations

3.16.1
Design, Execution and Completion of the Contractors Works and
Documents
3.16.2
Qualified Resources
3.16.3
All necessary other works
3.16.4
Adecuacy, stability and safety.
3.16.5
Details to be submitted by the Contractor
29
3.17 Technical data and Information

3.17.1
Possession of all necessary information
3.17.2
Interpretation by the Contractor
3.17.3
Technical Specifications
30
30
31
31
3.18
Cooperation on Site
31
3.19
Quality Assurance
31
3.20
Progress Report
32
3.21
Contractors care of the Contractor Works
32
29
30
30
30
30
4. EMPLOYER OBLIGATIONS
32
4.1 Payment
32
4.2 Insurance
33
4.3 Access to the Site
33
Page 3 of 61
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4.4 Permits
33
4.5 Permanent Wind Farm Energisation
33
5. TIME
33
5.1 Time for Completion
33
5.2 Excusable Events
33
5.3 Consequences of Excusable Events
34
5.4 Delays in the Milestones set forth in the Time Schedule

5.4.1 Liquidated Damages for Delay
5.4.2 Delay damages by milestone
5.4.3 Invoicing
5.4.4 Payment
34
34
35
35
35
6. TEST ON COMPLETION AND TAKE OVER
35
6.1 Civil Works

6.1.1 Previous Test
6.1.2 Failure to pass the Tests
6.1.3 Civil Works Take Over
6.1.4 Take Over Certificate
6.1.5 Remedying of Minor Defects
35
35
36
36
36
36
6.2 Electrical Works

6.2.1 Previous Commissioning Tests
6.2.2 Electrical Works Commissioning Completion Certificate
6.2.3 Electrical Works Reliability Test
6.2.4 Failure to Pass the Tests
6.2.5 Electrical Works Take Over Certificate
6.2.6 Remedying of Minor Defects
37
37
37
37
38
38
38
6.3 Transfer of Title and Risk
39
7. PRICE AND PAYMENTS
39
7.1 Price
39
7.2 Payments
40
7.3 Method of Payment
40
7.4 Delayed Payment
41
8. VARIATION AND ADJUSTMENTS
41
8.1 Right to vary
41
8.2 Variation Procedure
41
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9. PRODUCT WARRANTIES
42
9.1 Defects Warranty and Completion of Remedying Defects
42
9.2 Defect Notification Period
43
9.3 Extension of the Defect Notification Period
43
9.4 Failure to remedy Defects
43
9.5 Further tests
44
9.6 Technical Assistance
44
9.7 Warranty Limitations and Exclusions
44
10.
FORCE MAJEURE
44
10.1
Definitions and Events of Force Majeure
44
10.2
Effects of Force Majeure
45
11.
INDEMNIFICATIONS
46
11.1
Indemnifications by the Contractor
46
11.2
Indemnifications by the Employer
46
11.3
Indemnification Procedure
46
12.
TERM OF THIS AGREEMENT
47
13.
SUSPENSION
48
14.
TERMINATION OF THIS AGREEMENT
48
14.1
Termination by the Employer
48
14.2
Consequences of Termination by the Employer
49
14.3
Termination by the Contractor
50
14.4
Consequences of Termination by the Contractor
51
14.5
Termination of Turnkey Agreement. Employers Right of Termination

52
15.
CONTRACTUAL LIABILITY
13.1.1
13.1.2
13.1.3
Suspension by the Contractor

Suspension by the Employer
Re-commence of the performance of the Contractor Works
48
48
48
52
Page 5 of 61
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15.1 Contractual Liability

15.1.1
Maximum Liabitlity
52
52
16.
INSURANCE
52
16.1
General Requirements for Insurance Coverage
52
16.2
Construction All Risk Insurance
53
16.3
Third Party Liability
54
16.4
Insurance for Injuries to Workers
55
16.5
Automobile Insurance
55
16.6
Other Required Insurance
55
17.
OTHER COVENANTS
55
17.1
Confidentiality
55
17.2
Public Announcements
56
17.3
Assignment
56
17.4
Complete Agreement
56
17.5
Severability
56
17.6
Amendments
56
17.7
Independence
57
17.8
Personal Data Protection
57
17.9
Annexes
57
17.10 Subcontracting
57
17.11 Language
57
17.12 Notices
58
17.13 Rules of Interpretation
59
17.14 Privity
59
18.
APPLICABLE LAW AND DISPUTES
59
18.1
Applicable Law
59
18.2
Dispute Resolution and Arbitration
59
Page 6 of 61
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List of Annexes
Annex 1
Annex 1.1
Annex 1.2
Annex 1.3
Annex 1.4
Annex 1.5
Annex 1.6
Annex 1.7
Annex 1.8
Annex 1.9
Annex 1.10
Annex 1.11
Annex 1.12
Annex 1.13
Annex 1.13.1
Annex 1.13.2
Annex 1.13.3
Annex 1,13.4
Annex 1.13.5
Annex 1.13.6
Annex 1.13.7
Annex 1.14
Annex 1.14.1
Annex 1.14.2
Annex 1.14.3
Annex 1.14.4
Annex 1.14.5
Annex 1.14.6
Annex 1.14.7
Annex 1.14.8
Annex 1.14.9
Annex 1.15
Annex 1.16
Annex 1.17
Annex 1.18
[Annex 1.19
[Annex 1.20
[Annex 1.21
Design Information and Requirements from Employer

Preliminary Site Layout
WTG Locations
Site Soil Survey
Man-made Obstacles
Road, Crane Pad and Hardstand Specifications for Vestas MW Turbines
Foundation Loads
Foundation Section
Warehouse and Site Facilities Requirements
Other Civil Works Requirements
Substation Specification for Civil Works
WTG Electrical Data
WTG Switchgears
Vestas Earthing System
Foundation Earthing
Quality Control of Foundation Earthing
Earthing Between Wind Turbines
Quality Control of Earthing Between Wind Turbines
Equipotential Connection on Cables
Quality Control of Equipotential Connection on Cables
Additional Earthing Requirements
SCADA System
Server Building Requirements
Tyco Box Installation Instruction
Optical Fiber Lengths and Losses
Cable Layout Details
Optical Fiber Network Purchase Specification
VGMSIII General Specification
VGMSIII Wiring Connections
VestasPLC General Specification
VestasPLC I/O Signal List
Information for Electrical Works
Electrical Metering System
Electrical Infrastructure Related Requirements
Employers Health and Safety Plan
Grid Requirements]1
Transmission Line Requirements] 2
Transport Survey] 3
Annex 2
Annex 2.1
Annex 2.2
Annex 2.3
Annex 2.4
Annex 2.5
Annex 2.6
Annex 2.7
Annex 2.8
Civil Works
Final Site Layout
Site and Access Roads and Crane Pad Specifications
Cable Trench Specification
Substation Civil Works
Tower Foundation Specification
Warehouse and Site Facilities
Other Civil Works
Scheduled Maintenance of Civil Works
To be deleted if Vestas is not responsible for grid compliance under the Turnkey Agreement.
To be deleted if Vestas is not responsible for design and construction of transmission lines under the
Turnkey Agreement.
3
To be deleted if Vestas is not responsible for changes to roads, etc. under the Turnkey Agreement.
2
Page 7 of 61
v.1.0 (rev.1)
Annex 3
Annex 3.1
Annex 3.1.1
Annex 3.2
Annex 3.2.1
Annex 3.3
Annex 3.4
[Annex 3.5
[Annex 3.6
Electrical Works
Substation Electrical Works
Substation Single-line Diagram
Power Collector System
Power Collector System Single-line Diagram
Wind Farm Earthing System
Scheduled Maintenance of Electrical Works
Grid Compliance] 4
Transmission Lines] 5
Annex 4
Annex 4.1
Annex 4.2
Permits
Employer Permits
Contractor Permits
Annex 5
Annex 5.1
Time
Time Schedule
Annex 6
Annex 6.1
Annex 6.2
Annex 6.3
Price
Price Specification
Payment Schedule
Rate and Cost Schedule
Annex 7
Annex 7.1
Annex 7.2
Annex 7.3
Annex 7.4
Annex 7.5
Annex 7.6
Annex 7.7
Annex 7.8
Annex 7.9
Annex 7.10
Annex 7.11
Annex 7.12
Annex 7.13
Annex 7.14
Annex 7.15
Annex 7.16
Annex 7.17
Documents to be Executed and Delivered

Form of Contractor Security
Form of Notice of Commencement of Civil Works
Form of Notice of Commencement of Electrical Works
Form of Completion Certificate (Delivery of Power Cables)
Form of Completion Certificate (Installation of Main Transformer)
Planarity Test
Form of Completion Certificate (Planarity Test)
Form of Completion Certificate (Construction of Roads and Crane Pads)
Civil Works Test General Test
Form of Civil Works Take Over Certificate (General)
Civil Works Test Substation Test
Form of Civil Works Take Over Certificate (Substation)
Electrical Works Commissioning Test
Form of Electrical Works Commissioning Completion Certificate
Electrical Works Reliability Test
Form of Electrical Works Take Over Certificate
Non-Disclosure Agreement
Annex 8
Annex 8.1
Annex 8.2
Insurance
Contractors Insurances
Employers Insurances
Annex 9
Annex 9.1
Annex 9.2
Contractors Documents
List of Contractors Documents
Contractors Health and Safety Plan
To be deleted if Vestas is not responsible for design and construction of transmission lines under the
Turnkey Agreement.
5
Page 8 of 61
v.1.0 (rev.1)
Annex 10
Annex 10.1
Subcontractors
Approved Subcontractors
Page 9 of 61
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PREAMBLE
This Design and Construction Agreement is executed in []6, on []7, 201[]8 (Effective
Date).
BY AND BETWEEN
[]9, having its registered office at [], registration no. [], tax identification number [], a
company organised under the laws of [] and duly represented by [] (the Contractor),
AND
Vestas , having its registered office at , registration no.
, tax identification number , a company organised under the
laws of and duly represented by (the Employer).
RECITALS
A.
The Contractor is a company engaged in the design and construction of civil works
and electrical works at wind power electric generation facilities.
B.
The Employer is a company engaged in the supply and installation of wind turbine
generators, the construction of wind farms and the maintenance and servicing
thereof.
C.
The Employer and [_____________] (the Owner) have entered into that certain
Turnkey Agreement, dated [_________], (the Turnkey Agreement) pursuant to
which Employer has agreed to deliver a turnkey windfarm to be located in [] 10.
D.
The Employer wishes to engage the Contractor, on the terms and conditions herein
set forth, to design and construct civil and electrical works for the Wind Farm, and the
Contractor wishes to be so engaged in consideration of the payment of the Price.
NOW THEREFORE, in consideration of the mutual promises and covenants contained

herein, the Employer and the Contractor hereby AGREE AS FOLLOWS:
Insert name of city where the Agreement is executed.

Insert date of execution.
8
Insert the year execution.
9
Insert, here and further in same paragraph, details of the Contractor.
10
Insert name of the place of the project.
7
Page 10 of 61
v.1.0 (rev.1)
1.
DEFINITIONS
Access Roads
means the roads between the Public Roads and the Site
Roads as more particularly described in Annex 2.1 [Final
Site Layout];
Agreement
means this agreement, all its Annexes and the Technical

Specifications;
Annex
means an annex attached to, and being a part of, this

Agreement;
Applicable Law
means the laws of []11;
Approved
Subcontractor
means the Subcontractors set forth on Annex 10.1

[Approved Subcontractors];
Blade Set
means a hub and a complete set of three (3) blades for a

Wind Turbine;
Business Day
means any Day other than Saturdays, Sundays and bank

holidays in the [country/countries/region] 12 where (i) the
Wind Farm is to be located or (ii) the Employer is located;
Change in Control
means, with respect to a Party, a transaction or series of

transactions where the parties who have the power to
directly or indirectly control the management and policies
of such Party cease to have the power to directly or
indirectly control the management and policies of such
Party as a result of such transaction or series of
transactions, including, with respect to a Party, a
transaction or series of transactions where the parties who
directly or indirectly held more than fifty percent (50%) of
the equity ownership of a Party prior to such transaction or
series of transactions directly or indirectly hold less than
fifty percent (50%) of the equity ownership of such Party as
a result of such transaction or series of transactions;
Civil Works
means the Substation Civil Works and the General Civil

Works;
Civil Works Take Over
means the take over by the Employer of the applicable

Civil Works as evidenced by the issuance of the Civil
Works Take Over Certificate;

Certificate
means (i) with respect to the General Civil Works, a

certificate evidencing the Civil Works Take Over to be
issued in the form set out in Annex 7.10 [Form of Civil
11
12
Insert the law which shall govern the Agreement.

Insert as applicable.
Page 11 of 61
v.1.0 (rev.1)
Works Take Over Certificate (General)] and (ii) with respect

to the Substation Civil Works, a certificate evidencing the
Civil Works Take Over to be issued in the form set out in
Annex 7.12 [Form of Civil Works Take Over Certificate
(Substation)];
Civil Works Test
means (i) with respect to the General Civil Works, the test
described in Annex 7.9 [Civil Works Test General Test]
and (ii) with respect to the Substation Civil Works, the test
described in Annex 7.11 [Civil Works Substation Test];
Contractor
has the meaning set forth in the preamble;
Contractor Security
means the security issued on behalf of the Contractor in

the form attached as Annex 7.1 [Form of Contractor
Security] to secure the obligations of the Contractor under
this Agreement;
Contractor Works
means the design, construction and testing of the Civil

Works and Electrical Works, all as more particularly
described in clauses 3 and 6, and all works to be executed
by the Contractor under this Agreement;
Contractors
Documents
means the documents to be delivered by the Contractor to

the Employer, as more particularly set out in Annex 9.1
[List of Contractors Documents];
Contractors
Equipment
means all apparatus, machinery, cranes, vehicles, tools

and other items required by the Contractor for the
execution and completion of the obligations of the
Contractor hereunder and remedying of any Defects,
excluding the Site Roads, Access Roads, Crane Pads and
any other items intended to form a permanent part of the
Wind Farm;
Contractors Health
and Safety Plan
means the health and safety plan prepared by the

Contractor, attached as Annex 9.2 [Contractors Health and
Safety Plan], which is in compliance with the general
provisions of the Employers Health and Safety Plan and
can be attached to the Employers Health and Safety Plan;
Crane Pad
means a hardstand area in the vicinity of each WTG

Location designated for the crane operations and for short
time storage of WTG components and tools brought to the
Site by the Contractor, all in connection with the erection or
maintenance of a Wind Turbine and which meets the
minimum requirements set out in Annex 1.5 [Road, Crane
Pad and Hardstand Specifications for Vestas MW
Turbines];
Day
means a calendar day;
Defect
means any defect in the design, materials or manufacture
Page 12 of 61
v.1.0 (rev.1)
of the Civil Works or Electrical Works or any defect in the

Civil Works or Electrical Works caused by the Contractors
performance of the Contractor Works;
Defect Notification
Period
has the meaning set forth in subclause 9.2;
Effective Date
Electrical Works
means the works referred to in subclause 3.5.2;
Electrical Works
Commissioning
Completion Certificate
means a certificate evidencing the successful completion

of the Electrical Works Commissioning Test to be issued in
the form set out in Annex 7.14 [Form of Electrical Works
Commissioning Completion Certificate];
Electrical Works
Commissioning Test
means the commissioning test of the Electrical Works

described in Annex 7.13 [Electrical Works Commissioning
Test];
Electrical Works
Reliability Test
means the test of the Electrical Works described in Annex

7.15 [Electrical Works Reliability Test];
Electrical Works Take

Over
means the take over by the Employer of the Electrical

Works as evidenced by the issuance of the Electrical
Works Take Over Certificate;
Electrical Works Take

Over Certificate
means a certificate evidencing the Electrical Works Take

Over to be issued in the form set out in Annex 7.16 [Form
of Electrical Works Take Over Certificate];
Electrical Works Test
means
(i) the Electrical Works Commissioning Test which is
successfully performed when each point in Annex
7.14 [Electrical Works Commissioning Test] is
completed, and
(ii) the Electrical Works Reliability Test;
Employer
Employer CAR
has the meaning set forth in subclause 16.2.1;
Employer Competitor
means
(i) any wind turbine manufacturer or a company which
provides service and maintenance of wind turbines,
(ii) any company who is owned or controlled by a wind
turbine manufacturer or a company which provides
service and maintenance of wind turbines, directly
or indirectly or
(iii) any company who owns or controls a wind turbine
manufacturer or a company which provides service
and maintenance of wind turbines, directly or
indirectly;
Page 13 of 61
v.1.0 (rev.1)
Employers Health and

Safety Plan
means the health and safety plan prepared by the

Employer and attached as Annex 1.18 [Employers Health
and Safety Plan];
Excusable Event
has the meaning and effect set forth in subclauses 5.2 and
5.3;
Force Majeure
means an event of force majeure as more particularly

described in subclause 10.1;
Foundation Section
means the steel section to be embedded in the Tower

Foundation as more particularly described in Annex 1.7
[Foundation Section];
General Civil Works
means the works referred to in subclause 3.5.1 other than

the Substation Civil Works;
ICC
means the International Chamber of Commerce;
Indemnified Party
Indemnifying Party
Lien
means, with respect to any property or asset, any

mortgage, deed of trust, lien, pledge, charge, security
interest, or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected
or effective under applicable law, as well as the interest of
a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to
such asset;
Main Contract
Means the contract signed beween the Employer and its

final client.
Milestone Payment
means a payment in the Payment Schedule in Annex 6.2

[Payment Schedule] referred to therein as a Milestone
Payment;
Nacelle
means the turbine nacelle component of a Wind Turbine,

including gearbox, generator, blade pitch controls, and
nacelle yaw controls, and associated control and ancillary
equipment, but excluding the Blade Set and Tower;
Owner
has the meaning set forth in the recitals;
Parties
means, together, the Employer and the Contractor;
Party
means, separately, the Employer or the Contractor, as

applicable;
Payment Schedule
means the payment schedule set out in Annex 6.2
Page 14 of 61
v.1.0 (rev.1)
[Payment Schedule];
Permanent Wind Farm
Energisation
means the unconditional electrical connection of the

external power system to the Wind Farm, at the PCC,
allowing the electrical parameters (including voltage and
frequency) at the PCC to be within the limits suitable for
the correct operation of the Wind Farm in every load
condition, whether the Wind Farm is receiving or
generating electricity;
Permits
means all permits, licenses, authorisations, grants,

environmental approvals, building permits and all other
consents, way leaves and approvals to be granted, or
obtained whether from a public or private authority or
company, all in accordance with the legislation applicable
in the country of the Site or on the Site;
Point of Common
Coupling or PCC
means the physical connection point at substation level

between the power system of the Wind Farm and the
external power system (owned by the utility or operator),
as more particularly described in Annex 3.1 [Substation
Electrical Works]13;
Price
means the price set forth in subclause 7.1 and specified in

Annex 6.1 [Price Specification] to be paid in accordance
with the Payment Schedule. The Price can be adjusted in
accordance with this Agreement;
Project
Means the design, manufacture, site delivery, erection,

commissioning and guarantee of mechanical and electrical
equipment for the construction of the Wind Farm in
, for which the Employer has entered into the
Main Contract.
Public Roads
means any road, which is maintained by the local or

national authorities and which is in common use by the
travelling public;
Site
means the plot of land within the borders of which the

Wind Farm shall be constructed and installed, as detailed
in Annex 2.1 [Final Site Layout];
Site Roads
means the roads on the Site as more particularly set out in

Annex 2.1 [Final Site Layout];
Subcontractor
means any party contracted by the Contractor to perform

part of the Contractor Works;
Substation Civil Works
means the works referred to in subclause 3.5.1.f;
Technical
Specifications
Means any documents that specify the purpose and scope

of the Works for the Projects, and any technical clriteria
13
Check that the Point of Common Coupling is described in Annex 3.1 [Substation Electrical Works].
Page 15 of 61
v.1.0 (rev.1)
used for the implementation of Works.

Third Party
Controversy
Time for Completion
means the number of Business Days between the

Effective Date and the later of the scheduled date of Civil
Works Take Over and the scheduled date of Electrical
Works Take Over, as more particularly set out in the Time
Schedule;
Time Schedule
means the time schedule set out in Annex 5.1 [Time

Schedule];
Tower
means a steel tubular tower with a height of []14 meters,

on which a Wind Turbine will be mounted, including
[service lifts]15 ladders, platforms, internal lighting and
safety equipment and all parts and assemblies necessary
for a complete turbine tower, each as provided by the
Employer to the Owner pursuant to the Turnkey
Agreement;
Tower Foundation
means the foundation of the Tower, as more particularly

described in Annex 1.7 [Foundation Section];
Turnkey Agreement
has the meaning set forth in the recitals;
Variation
has the meaning set out in clause 8;
Wind Farm
means the wind farm located in []16 at which the

Contractor Works are performed, including the WTGs,
Towers and surveillance monitoring system provided by
the Employer and the Contractor Works;
Wind Turbine or
WTG
means a Vestas V[]-[]17kW model, IEC []18 class wind

turbine generator, each including a Nacelle, Blade Set,
controller, control panels, and anemometers, each as
provided by the Employer to the Owner pursuant to the
Turnkey Agreement;
WTG Location
means the geographical location of each WTG, as

specified by its coordinates set forth in Annex 1.2 [WTG
Locations];
Year
means three hundred sixty five (365) Days.
14
Insert the height of the Tower.

Delete if the Owner does not purchase Service Lifts pursuant to the Turnkey Agreement.
16
Insert city and province/country of the project.
17
Insert number of the relevant Vestas wind turbine.
18
Insert the relevant IEC class.
15
Page 16 of 61
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2.
PURPOSE
The Contractor agrees to perform the Contractor Works in consideration of its receipt of the
Price from the Employer, all subject to and in accordance with the terms and conditions of
this Agreement.
The Contractor shall execute the Contractor Works which shall include the design, material
procurement, manufacturing, tests and control during execution, Trial operation
Supervision, warranty obligations and all necessary work to be executed by the Contractor
in accordance with the Agreement.
The Contractor shall carry out the execution of the Contractor Works in a proper
workmanlike and careful manner, in accordance with recognized good practice and
according to the Agreement.
3.
CONTRACTOR OBLIGATIONS
3.1
Contractor Security
3.1.1
In order to guarantee the obligations of the Contractor under this Agreement, the
Contractor shall provide the Contractor Security on the Effective Date. The
Contractor shall be responsible for all costs of obtaining and maintaining the
Contractor Security until completion of the Contractor Works. If the Price increases
as a result of a Variation or otherwise, the Contractor shall amend the Contractor
Security so it also guarantees such increase of the Price.
3.2
Permits
3.2.1
Contractor Permits
The Contractor shall have obtained, been granted, or have procured all the Permits
necessary for the performance of the Contractor Works and for the remedying of
Defects in relation to the Contractor Works, except for those Permits that are set
forth in Annex 4.1 [Employer Permits].
3.2.2
List of Permits
A non-exhaustive list of the Permits that the Contractor shall obtain as a minimum is
set out in Annex 4.2 [Contractor Permit s]. The Contractor has obtained those
Permits listed under the heading Permits obtained prior to the Effective Date in
Annex 4.2 [Contractor Permits]. The Contractor shall obtain all other Permits, to be
obtained by the Contractor, on or before the date by which such Permit is required
in order not to delay the Contractor in performing its obligations under this
Agreement.
3.3
Contractors Documents. Employers approval.
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3.3.1
Deliver to the Employer

The Contractor shall deliver the Contractors Documents to the Employer. The
Contractors Documents are either already attached in the Annexes or they shall be
delivered at the time, and in the form, stated in Annex 9.1 [List of Contractors
Documents]. The Contractors Documents shall include the as-built documentation,
factory test reports and on-site test reports for each of the Civil Works and the
Electrical Works.
3.3.2
Contractors Documents requirement

The Contractors Documents shall comprise, but shall not be limited to, the
technical documents specified in the Technical Specifications under the Agreement,
the documents required to satisfy all regulatory approvals, and the documents
described in this Agreement, and any other documents to be issued during
execution of the Agreement. The Contractors documents shall be in English
language.
3.3.3
Fail to issue the Contractors Documents

The Contractor shall prepare all Contractors Documents, and shall transmit to the
Employer any documents that is deemed necessary for the purposes of the
Contractor Works. Should the Contractor fail to issue within the specified time,
previously agreed, a document that is reasonably required by the Employer, the
Employer shall be entitled to the payment of any costs incurred by such failure or
delay, unless Clause 11 to the late delivery of such documents are applied.
The Employer may within twenty five (25) days give notice to the Contractor that a
Contractors Document fails to comply with the Agreement. If a Contractors
Document so fails to comply, it shall be rectified, resubmitted and reviewed (and if
specified, approved) in accordance with this Sub-clause, at the Contractors Cost,
within one (1) week.
3.3.4
Employers Approval
No Works shall be executed until the Employer has approved or reviewed the
relevant Contractors Documents. Such review and approval shall promptly be
notified by the Employer to the Contractor.
Any such approval or consent, or any review (under this Sub-Clause or otherwise)
shall not relieve the Contractor from any obligation or responsibility.
3.4
Insurance
The Contractor shall take out the insurances in accordance with clause 16.
3.5
Contractor Works
3.5.1
Civil Works
The Contractor shall execute and deliver to the Employer the completed Annex 7.2 [Form
of Notice of Commencement of Civil Works] upon commencement of the civil works on the
Site. The Contractor shall perform the civil works under this Agreement in accordance with
the Time Schedule. The Civil Works shall include the following:
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a. development of the final layout for the Site as provided in Annex 2.1 [Final
Site Layout]. The final layout for the Site shall be based on the preliminary
layout for the Site set forth in Annex 1.1 [Preliminary Site Layout];
b. design of the Access Roads and Site Roads as provided in Annex 2.2 [Site
and Access Roads and Crane Pad Specifications]. The Contractor shall
construct the Access Roads and Site Roads in accordance with Annex 2.2
[Site and Access Roads and Crane Pad Specifications] at the locations set
forth in Annex 2.1 [Final Site Layout]. The design and construction of the
Access Roads and Site Roads shall comply with the specifications set forth
in Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas
MW Turbines] and with any relevant information provided in any other
Annex of this Agreement;
c. design of trenches as provided in Annex 2.3 [Cable Trench Specification].
The Contractor shall construct the trenches in accordance with Annex 2.3
[Cable Trench Specification] at the locations set forth in Annex 2.1 [Final
Site Layout]. The Contractor shall place the power cables, earth conductors
and fiber optic cables in the trenches and thereafter backfill such trenches;
d. design of Crane Pads, storage areas, lay-by areas and office area as
provided in Annex 2.2 [Site and Access Roads and Crane Pad
Specifications]. The Contractor shall construct the Crane Pads, storage
areas, lay-by areas and office areas in accordance with Annex 2.2 [Site
and Access Roads and Crane Pad Specifications] at the locations set forth
in Annex 2.1 [Final Site Layout]. The design and construction of the Crane
Pads shall comply with the specifications set forth in Annex 1.5 [Road,
Crane Pad and Hardstand Specifications for Vestas MW Turbines] and with
any relevant information provided in any other Annex of this Agreement;
e. design of Tower Foundations as provided in Annex 2.5 [Tower Foundation
Specification]. The Contractor shall construct the Tower Foundations in
accordance with Annex 2.5 [Tower Foundation Specification] at the WTG
Locations. The Contractor shall embed the Foundation Sections in the
Tower Foundations and perform planarity tests for each Tower Foundation
in accordance with Annex 7.6 [Planarity Test]. Promptly following
completion of the planarity tests, the Contractor shall provide the results of
such tests to the Employer. The design and construction of the Tower
Foundations shall comply with the specifications set forth in Annex 1.6
[Foundation Loads] and Annex 1.7 [Foundation Section] and with any
relevant information provided in any other Annex of this Agreement;
f.
design of the civil works related to the substation as provided in Annex 2.4
[Substation - Civil Works]. The Contractor shall construct the substation in
accordance with Annex 2.4 [Substation - Civil Works] at the locations set
forth in Annex 2.1 [Final Site Layout]. The design and construction of the
substation shall comply with the specifications set forth in Annex 1.10
[Substation Specification for Civil Works] and with any relevant information
provided in any other Annex of this Agreement;
g. design of a warehouse and site facilities as provided in Annex 2.6

[Warehouse and Site Facilities]. The Contractor shall construct the
warehouse in accordance with Annex 2.6 [Warehouse and Site Facilities] at
the location set forth in Annex 2.1 [Final Site Layout]. The design and
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construction of the warehouse and site facilities shall comply with the
specifications set forth in Annex 1.8 [Warehouse and Site Facilities
Requirements] and with any relevant information provided in any other
Annex of this Agreement; and
h. design fences, gates and other items as provided in Annex 2.7 [Other Civil
Works]. The Contractor shall construct the fences, gates and other items in
accordance with Annex 2.7 [Other Civil Works]. The design and
construction of the fences, gates and other items shall comply with the
specifications set forth in Annex 1.9 [Other Civil Works Requirements] and
with any relevant information provided in any other Annex of this
Agreement.] 19.
i.
3.5.2
Any other civil works related the Purpose of this Agreement.
Electrical Works
The Contractor shall execute and deliver to the Employer the completed Annex 7.3 [Form
of Notice of Commencement of Electrical Works] upon commencement of the electrical
works on the Site. The Contractor shall perform the electrical works under this Agreement
in accordance with the Time Schedule and such electrical works shall comply with the IEC
standards, local electrical standards and any electrical requirements from the grid operator.
The Electrical Works shall include the following:
a. design of the electrical works in the substation up to the Point of
Common Coupling, as provided in Annex 3.1 [Substation - Electrical
Works] and 3.1.1 [Substation Single-line Diagram]. The Contractor shall
construct the electrical works in the substation up to the Point of
Common Coupling in accordance with Annex 3.1 [Substation
Electrical Works] and 3.1.1 [Substation Single-line Diagram]. The
design and construction of the electrical works in the substation shall
comply with the specifications set forth in Annex 1.13 [Vestas Earthing
System], Annex 1.14 [SCADA System], Annex 1.15 [Information for
Electrical Works], Annex 1.16 [Electrical Metering System], Annex 1.17
[Electrical Infrastructure Related Requirements], [Annex 1.19 [Grid
Requirements]]20 and with any relevant information provided in any
other Annex of this Agreement.
b. design of a [x]21 KV power collector system, including all power cables,
switchgears, earthing system, as set out in Annex 3.2 [Power Collector
System] and Annex 3.2.1 [Power Collector System Single-line
Diagram]. The Contractor shall construct the power collector system as
set out Annex 3.2 [Power Collector System] and and Annex 3.2.1
[Power Collector System Single-line Diagram] and connect the WTGs
by power cables as described in Annex 3.2.1 [Power Collector System
Single-line Diagram]. The design and construction of the power
collector system shall comply with the specifications set forth in Annex
2.1 [Final Site Layout], Annex 1.2 [WTG Locations], Annex 1.11 [WTG
Electrical Data], Annex 1.12 [WTG Switchgears], Annex 1.13 [Vestas
Earthing System], Annex 1.14 [SCADA System], Annex 1.15
19
To be deleted if no such additional Civil Works are provided.

21
Insert the relevant data of the electrical collection system.
20
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[Information for Electrical Works], Annex 1.16 [Electrical Metering

System], Annex 1.17 [Electrical Infrastructure Related Requirements],
[Annex 1.19 [Grid Requirements]]22 and with any relevant information
provided in any other Annex of this Agreement;
c. design of the earthing system for each of the substation, [met masts,
collecting cabinet]23 and the Wind Turbines as described in Annex 3.3
[Wind Farm Earting System]. The Contractor shall construct the
earthing system of the Wind Farm as described in Annex 3.3 [Wind
Farm Earthing System]. The design and construction of the earthing
system of the substation and the Wind Farm shall comply with the
specifications set forth in Annex 1.11 [WTG Electrical Data], Annex 1.13
[Vestas Earthing System], Annex 1.13.1 [Foundation Earthing], Annex
1.13.3 [Earthing Between Wind Turbines], Annex 1.13.5 [Equipotential
Connection on Cables], Annex 1.13.7 [Additional Earthing
Requirements], Annex 1.15 [Information for Electrical Works], Annex
2.4 [Substation Civil Works], Annex 2.5 [Tower Foundation
Specification] and with any relevant information provided in any other
Annex of this Agreement. The Contractor shall perform quality controls
of the earthing system of the Wind Turbines according to Annex 1.13.2
[Quality Control of Foundation Earthing], Annex 1.13.4 [Quality Control
of Earthing Between Wind Turbines] and Annex 1.13.6 [Quality Control
of Equipotential Connection on Cables]. Promptly following completion
of such quality controls, the Contractor shall provide the results of such
controls to the Employer. When the earthing system is constructed and
the power collector system and substation are ready for operation, then
the Contractor shall provide a report to the Employer which shall
include measurements of the earth resistance, the step and touch
voltage (if any) and the interference with the closest earthing systems
(if any). Such report shall also describe the method of measuring and
the technical characteristics of the measuring equipment. The
measurements and the method of measuring shall be in accordance
with the relevant IEC standards and any local relevant standards; and
d. supply and lay-down in the trenches the optical fiber cables as set out in
the relevant purchase specification of Annex 1.14 [SCADA System],
Annex 1.14.4 [Cable Layout Details] and Annex 1.14.5 [Optical Fiber
Network Purchase Specification]. The fiber optic cable shall be placed in
accordance with Annex 2.1 [Final Site Layout] and Annex 2.3 [Cable
Trench Specification]. The Contractor shall provide voltage and current
signal to the VGMS in accordance with Annex 1.14.6 [VGMSIII General
Specification] and Annex 1.14.7 [VGMSIII Wiring Connections] and
connect the external input/output signal to the Vestas PLC as described in
Annex 1.14.8 [VestasPLC General Specification] and Annex 1.14.9
[VestasPLC I/O Signal List]. Following connection of the optical fiber cable
into the patch box in the Wind Turbine and substation, the Contractor
shall perform the test of the fiber optical cables described in section 11 of
Annex 1.14.5 [Optical Fiber Network Purchase Specification] and provide
all related test reports to the Employer.
e. [design of the equipment, installations and procedures necessary to
ensure that the Wind Farm is compliant with the grid requirements as
22
23
Include or delete as applicable.
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provided in Annex 1.19 [Grid Requirements] and with any relevant

information provided in any other Annex of this Agreement. The
Contractor shall construct the equipment and perform the installations
and procedures described in Annex 3.5 [Grid Compliance].]24
f.
design of the transmission lines as provided in Annex 3.6 [Transmission

Lines]. The Contractor shall construct the transmission lines at the
locations set forth in Annex 2.1 [Final Site Layout]. The design and
construction of the transmission lines shall comply with the requirements
set forth in Annex 1.20 [Transmission Line Requirements] and with any
relevant information provided in any other Annex of this Agreement.] 25
g. Any other civil works related the Purpose of this Agreement.

When the Electrical Works are constructed and finished then it must be capable of
providing electricity from the WTGs to the transmission line and from the transmission
line to the WTGs, as applicable, in every load condition of the WTGs, whether
generating or receiving electricity.
3.5.3
Packing, Transporting and Unloading
The Contractor shall pack and subsequently transport all materials, equipment, goods and
consumables necessary in connection with the Contractor Works from their applicable
place of manufacture to the Site.
The Contractor shall perform all changes and upgrades to roads, associated road furniture,
bridges, port piers, temporary stock areas or similar on the transportation route set out in
Annex 1.21 [Transport Survey] in accordance with the Time Schedule.] 26
3.5.4
Civil Works Tests and Electrical Works Tests
Following the construction of each of the Civil Works and Electrical Works, the Contractor
shall perform the Civil Works Tests and the Electrical Works Tests, as applicable, as more
particularly described in subclauses 6.1 and 6.2.
3.5.5
Personnel, Contractors Equipment, Goods and Consumables
The Contractor shall provide all personnel, equipment, goods and consumables necessary
for the Contractor to execute and complete its obligations under this Agreement.
3.5.6
Removal of Rubbish
After completing the Civil Works Tests and the Electrical Works Tests, the Contractor shall
clear away and remove from the Site any wreckage or rubbish brought to the Site by the
Contractor or its Subcontractors and which is no longer required. If the Contractor has not
24
To be deleted if Vestas is not responsible for construction of transmission lines under the Turnkey
Agreement.
26
To be deleted if Vestas is not responsible for changes to roads, etc. under the Turnkey Agreement.
25
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performed cleanup after any relevant work within [thirty (30)] 27 days after completion of such
work, the Employer shall have the right to perform cleanup itself and charge the Contractor
the actual cost thereof plus fifteen percent (15%).
3.5.7
Guarding
The Contractor shall guard the Site and ensure that access to the Site is allowed only to the
Contractor, the Employer, and such persons who are expressly or implicitly authorised by
the Contractor or the Employer from the time that the Contractor commences work on the
Site and until all of the Wind Turbines have been taken over by the Owner pursuant to the
Turnkey Agreement.]28
3.6
Standards of Performance
3.6.1
General
The Contractor shall perform the Contractor Works in a diligent, skilled and firstclass workmanlike manner and in compliance with all applicable laws, prudent
industry practices and applicable manuals and work instructions. The Contractor
Works shall, upon completion thereof, be fit for their intended use.
3.6.2
Foundation Section
Each Foundation Section shall, when casted in the applicable foundation, comply
with Annex 1.7 [Foundation Section].
3.6.3
Civil Works
Without limiting any other provisions of this Agreement, the relevant Civil Works
shall, on the date of the Civil Works Take Over, comply with the relevant annexes of
Annex 2 [Civil Works] and with the requirements in subclause 3.5.1.
3.6.4
Electrical Works
Without limiting any other provisions of this Agreement, the relevant Electrical
Works shall, on the date of the Electrical Works Take Over, comply with the relevant
annexes of Annex 3 [Electrical Works] and with the requirements in subclause
3.5.2.
3.7
Health and Safety and Working Hours
3.7.1
Employers and Contractors Health and Safety Plan.

The Employers Health and Safety Plan contains the general health and safety
rules and regulations applicable in connection with the performance of any work on
the Site and specific rules and regulations applicable to the erection and installation
of the Wind Turbines. The Contractors Health and Safety Plan contains rules and
regulations specifically relating to the performance of the Civil Works and the
Electrical Works. The Contractor represents that it has prepared the Contractors
27
28
Amend if necessary.
To be deleted if Vestas is not responsible for guarding the Site under the Turnkey Agreement.
Page 23 of 61
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Health and Safety Program in compliance with the Employers Health and Safety
Program and with any applicable laws relating to health and safety and agrees that
the Contractors Health and Safety Plan will be attached to, and form a part of, the
Employers Health and Safety Plan in the Turnkey Agreement.
When performing the Contractor Works on the Site, the Contractor shall comply
with each of the Employers Health and Safety Plan and the Contractors Health
and Safety Plan. If there are any conflicts between the provisions of the Employers
Health and Safety Plan and the Contractors Health and Safety Plan, the Contractor
shall immediately notify the Employer thereof, and the Employer shall instruct the
Contractor in the manner of performance.] 29 In addition, the Contractor shall provide
the quality and safety documentation required to be provided by any
Subcontractors pursuant to applicable laws on the Site in accordance with Annex
9.1 [List of Contractors Documents].
The Employer shall be entitled to prohibit access to the Site to any person,
including the Contractor and its personnel, who does not, or will not, comply with
the Employers Health and Safety Plan or the Contractors Health and Safety Plan.
If the Contractor fails to comply with the Employers Health and Safety Plan or the
Contractors Health and Safety Plan after notice from the Employer, the Employer
may perform any necessary work to correct the violation and deduct the actual cost
plus fifteen percent (15%) from any amounts due to the Contractor in addition to all
other remedies available to the Contractor.
3.7.2
Working Hours.
The Contractor shall be allowed to work on the Site between the hours of 7.00 and
18.00 and on all Days that are not local bank holidays unless and to the extent
prohibited by applicable laws or safety rules or standards.
3.8
Reporting
3.8.1
Monthly Progress Reports

The Contractor shall provide monthly written progress reports to the Employer,
which shall provide information regarding the status of the Contractor Works on the
Site. Such progress reports shall be provided from the commencement of the
Contractor Works on Site and until all parts of the Contractor Works are taken over.
3.8.2
Monthly Progress Meetings

The Contractor and the Employer shall on a monthly basis following the Effective
Date attend progress meetings with each other. At such progress meetings the
Parties shall discuss the status and future plans in relation to the performance of
the Contractor Works.
3.8.3
Recovery Plans and corrective actions

Time is of the essence in the performance of the Contractors obligations under this
Agreement. If at any time the Employer finds that the Contractor has not performed,
or will not be reasonably be capable of performing, any portion of the Contractor
Works in accordance with the Time Schedule, the Employer may require the
Contractor to provide a recovery plan outlining in detail the corrective action to be
taken by the Contractor to accelerate its obligations hereunder in a manner that will
allow the Contractor to complete the Contractor Works in accordance with the Time
29
Revise to reflect country specific requirements.
Page 24 of 61
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Schedule. Such recovery plan shall be subject to the approval of the Employer.
The Contractor shall use diligent efforts to complete the corrective action described
in the recovery plan. If the Contractor fails to provide such a recovery plan or fails
to diligently complete such corrective action to the satisfaction of the Employer, the
Employer may complete the Contractor Works itself or engage a third party to
complete the Contractactor Works. Without limiting the right of the Employer to
claim any other damages available hereunder or under the Applicable Law, the
Contractor shall reimburse the Employer for all costs incurred by the Employer in
connection with completing the Contractor Works plus fifteen percent (15%) of such
costs.
3.9
Compliance with Law

The Contractor shall, when performing the Contractor Works, comply in its work
methods with the applicable laws, including laws relating to health and safety,
where such Contractor Works are being performed.
The Contractor shall ensure that the Electrical Works and Civil Works are in
compliance with the local laws applicable on the Site at the date of the Electrical
Works Take Over and the Civil Works Take Over, as applicable.
3.10 Information Provided by Employer

3.10.1 Review by the Contractor
The Contractor has reviewed the information provided by the Employer set forth in
Annexes 1.1 [1.21] 30. The Contractor agrees that such information is adequate
and sufficient for the Contractor to perform the Contractor Works in accordance with
this Agreement and that there are no additional preceding requirements or other
work necessary for the Contractor to perform the Contractor Works in accordance
with the Time Schedule which are not described in this Agreement.
3.10.2 Road, Crane Pad and Hardstand Specifications
Without limiting subclause 3.10.1, the Contractor acknowledges that it has reviewed
the specifications set forth in Annex 1.5 [Road, Crane Pad and Hardstand
Specifications for Vestas MW Turbines] and agrees that such specifications are
sufficient to enable the Contractor to complete the Contractor Works in accordance
with this Agreement. Therefore, the Contractor shall not be entitled to a Variation or
claim a denial of access under this Agreement if the specifications set forth in
Annex 1.5 [Road, Crane Pad and Hardstand Specifications for Vestas MW
Turbines] are inadequate for the performance of the Contractor Works.
3.10.3 Inaccuracy
If any of the information set forth in Annexes 1.1 [1.21] 31 is determined to be
materially inaccurate and additional work is required to be performed in relation any
part of the Contractor Works as a result thereof, the Parties shall agree to a
Variation in accordance with subclause 8.1 before the Contractor is obliged to
perform any necessary additional work.
3.11 Maintenance Works
30
31
To revise if annexes deleted / not within scope of obligations under Turnkey Agreement.
To revise if annexes deleted / not within scope of obligations under Turnkey Agreement.
Page 25 of 61
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During the Defect Notification Period, the Contractor shall perform the scheduled
maintenance works in relation to the Civil Works as described in Annex 2.8
[Scheduled Maintenance of Civil Works] and shall perform the scheduled
maintenance works in relation to the Electrical Works as described in Annex 3.4
[Scheduled Maintenance of Electrical Works], in each case at the intervals and
times described in the relevant annex. In addition, the Contractor shall perform
such other unscheduled maintenance in relation to the Civil Works and the
Electrical Works necessary to minimize the number and extent of Defects and
ensure that the Civil Works and the Electrical Works function as intended on a
continuous basis.
3.12 Liens
3.12.1 No Liens allowed
The Contractor shall not, and shall not allow any Subcontractor to, file, assume or create,
any lien, claim or other encumbrance on the Site, the Civil Works, the Electrical Works, or
any portion thereof arising from the performance of the Contractor Works.
3.12.2 Employers Indemnity
If any lien, claim or other encumbrance is filed, assumed or created on or against the Site,
the Civil Works, the Electrical Works, or any portion thereof, by the Contractor or any
Subcontractor, the Contractor shall (A) provide prompt written notice thereof to the
Employer, and (B) within five (5) Business Days of obtaining notice thereof, either pay or
discharge such lien, claim or other encumbrance or furnish a bond or other security
reasonably satisfactory to the Employer to indemnify and protect the Employer against
such lien, claim or other encumbrance.
3.12.3 Direct payment and deduction from the amounts owed to the Contractor
After notice to the Contractor, the Employer may pay directly all Subcontractors who have
not been paid monies due in connection with the performance of the Contractor Works,
whether or not a claim of lien has been filed, and deduct such amounts from amounts owed
to the Contractor hereunder.
3.13 Design Responsibility

3.13.1 General Design Obligations
The Contractor shall carry out, and be responsible for, the design of the Contractual Works.
Design shall be prepared by qualified engineers who are engineers or other skilled,
competent and qualified professionals.
The Contractor undertakes that the designers shall be available to attend discussions with
the Employer at all reasonable times, until the expiry of the relevant Warranty Period, or
until fulfillment of all claim or dispute between the Contractor and the Employer. Before
signature of the Agreement, the Contractor shall be deemed to have scrutinized the
Technical Specifications (including design criteria and calculations), and shall be deemed to
have given notice to the Employer of any error, fault or other defect found in the Technical
Specifications or in any other documents.
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3.13.2 Compliance with good technical standards and applicable laws and regulations.
Contractor undertakes that the design, the Contractors Documents, the execution and the
completed Contractor Works will be in accordance with:
The Applicable Law and,
The documents forming the Contract, as altered or modified by

Modifications, and
The applicable technical standards, building, construction and

environmental laws, laws applicable to the Contractor Works, and other
standards specified in the Technical Specifications, or any other documents
of the Agreement, applicable to the Contractor Works or defined by the
Applicable Law.
3.13.3 As-Built Documents and operation and maintenance manuals

At the factory acceptance tests, one (1) set of the draft of the Operation and Maintenance
Manual of the Electrical Works shall be submitted to the Employer (hard copies and
electronic file format agreed by both Parties).
Prior to the Electrical Works Commissioning Tests, the draft of the Operation and
Maintenance Manual and the as Built Documents, shall be submitted to the Employer for
approval, under clause 3.3 [Contractors Documents].
The Contractor shall not be allowed to carry out the Commissioning without providing all
the As Built Documents and the Operation and Maintenance Manual as described above.
Prior to the issue of the Taking Over Certificate of the Contractural Works, the Contractor
shall supply two (2) copies of approved Operation and Maintenance Manuals each
including a set of the approved As Built Documents (hard copies paper and electronic file
format agreed by both Parties).
3.14 Design Errors

If errors, omissions, ambiguities, inconsistencies, inadequacies or other defects are found
in the Contractors Documents, they and the Contractor Works shall be corrected at the
Contractors cost, notwithstanding any consent or approval under this clause.
3.15 Inspection, Testing and Rejection.

3.15.1 Inspection
The Contractor shall at all times permit (including any other person engaged for the
purposes of the Contractual Works) during working hours to have reasonable access to the
Contractor's factories, to the Contractor Works and to all parts of the Site where any work is
Page 27 of 61
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being done or stored. The Employer or its representatives shall issue a three (3) days
previous notice to carry out the abovementioned access, which not will be unreasonable
withheld by the Contractor.
The Employer shall at all reasonable times during production, manufacture and
construction (in factory, at the Site or elsewhere) be entitled to examine, inspect, measure
and test the materials and workmanship, and to check the progress and compliance with
the Agreement of Contractor Works (mainly, the Electrical Works), upon the issuance of a
five (5) previous notice to carry out the abovementioned inspections, which not will be
unreasonable withheld by the Contractor.
The Contractor shall give the Employers personnel full opportunity to carry out these
activities, including providing access, facilities, permissions and safety equipment. For the
purpose of such inspection, the Contractor shall ensure that the Employer or its
representatives have to their disposal all contractual drawings and necessary general
calculation notes, documentation, calibration certificates of the testing equipment and type
test certificates for similar equipment.
The Contractor shall give notice to the Employer whenever any work is ready and before it
is covered up, put out of sight, or packaged for storage or transport (Electrical Works). The
Employer shall then either carry out the examination, inspection, measurement or testing
without unreasonable delay, or promptly give notice to the Contractor that he does not
require to do so. If the Contractor fails to give the notice, he shall, if and when required by
the Employer, uncover the work and thereafter reinstate and make good, all at the
Contractors Cost.
At the end of the manufacturing process of the Electrical Works, and prior to the
commencement of the Factory Acceptance Tests, the Contractor will issue a Completion
Manufacturing Certificate according to the Employers instructions and will communicate
such certificate to the Employer.
Inspection by the Employer shall not relieve the Contractor from any obligation or
responsibility under the Agreement.
3.15.2 Factory Acceptance Tests
The factory tests shall be carried out according to the Technical Specifications, at the
Contractors risks and expenses.
The Contractor shall provide all apparatus, assistance, documents and other information,
electricity, equipment, fuel, consumables, instruments, materials, and suitably qualified and
experienced staff, as are necessary to carry out the specified tests efficiently.
The Employer may, under Clause 8 [Variation] vary the details of specified factory tests, or
instruct the Contractor to carry out additional tests with no additional costs.
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The Contractor shall inform the Employer in due time and at least six (6) weeks before the
scheduled commencement date of the Factory Acceptance tests of its intention to proceed
with such tests. Then the Employer shall give the Contractor a prior notice of its intention to
attend the tests. If the Employer does not attend at the time and place agreed, the
Contractor will postpone by fifteen (15) days maximum, the carrying out of such tests,
unless otherwise instructed by the Employer. The new date within these fifteen (15) days
will be agreed by both Parties.
The Contractor shall promptly forward to the Employer duly certified reports of the Factory
Acceptance Tests Certificate. When the specified tests have been passed, the Employer
shall endorse the Factory Acceptance Certificate, or issue a certificate to him, to that effect,
within a reasonable time-period.
The issuance or endorsement by the Employer of the Factory Acceptance certificate shall
not relieve the Contractor from any obligation or responsibility under the Agreement.
3.15.3 Rejection
If, as a result of an examination, inspection, measurement or testing, any part of the
Contractor Works, design, workmanship is found defective or otherwise not in accordance
with the Agreement, the Employer may reject the part of the Contractor Works, design,
workmanship by giving notice to the Contractor, with reasons. The Contractor shall then
promptly make good the defect and ensure that the rejected item complies with the
Agreement.
If the Employer requires this part of the Contractor Works, design, workmanship to be
retested, the tests shall be repeated under the same terms and conditions, at the risks and
costs of the Contractor. If rejection and retesting cause the Employer to incur additional
costs, the Contractor shall pay these costs to the Contractor.
3.15.4 Remedial Work
Notwithstanding any previous test or certification, if any part of the Contractor Works or
materials is not in accordance with the Agreement, the Contractor shall replace or repair
such part at its own cost and expense. In these cases, the Contractor shall indemnify and
hold the Employer harmless from any loss, direct, indirect or consequential, which the
Employer may suffer as a consequence of the above mentioned.
3.16 Contractors General Obligations

3.16.1 Design, Execution and Completion of the Contractors Works and Documents
The Contractor shall design, execute and complete the Contractor Works in accordance
with the Agreement, and shall remedy any defects in the Contractor Works attributable to it.
When completed, the Contractor Works shall be fit for the purposes for which the
Contractor Works are intended as defined in the Agreement.
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The Contractor shall provide the Contractor Works and Contractors Documents specified
in the Agreement, and all Contractors personnel, goods, consumables and other things
and services, whether of a temporary or permanent nature, required in and for this design,
execution, completion and remedying defects.
3.16.2 Qualified Resources
The resources to be provided by the Contractor within the Agreement for the purposes of
the Project shall be technically qualified and have sufficient experience in performing
design, installation, debugging, testing, etc.
3.16.3 All necessary other works
The Contractor Works shall include any work which is necessary to satisfy the Employers
requirements under this Agreement, or any work which is implied by the Agreement, and all
works which (although not mentioned in the Agreement) are necessary for the completion,
or safe and proper operation of the Contractor Works.
3.16.4 Adecuacy, stability and safety.
The Contractor shall be responsible for the adequacy, stability and safety of all Site
operations and of all methods of construction related to the Contractor Works.
3.16.5 Details to be submitted by the Contractor
The Contractor shall, whenever required by the Employer, submit details of the
arrangements and methods which the Contractor proposes to adopt for the execution of the
Contractor Works. These details shall not be unreasonable withheld. No significant
alteration to these arrangements and methods shall be made without this having previously
been notified to the Employer.
3.17 Technical data and Information

3.17.1 Possession of all necessary information
The Contractor shall be responsible for ensuring that it has in its possession all necessary
information concerning the Contractor Works, site conditions, areas for the Contractor
Works execution and all requirements thereto, including but not limited to: geographic and
climatic conditions, nature of the Contractor Works, laws, regulations, decrees, codes and
standards in force in the Site, sub-surface and hydrological conditions at the site,
environmental aspects, etc.
The Contractor shall be deemed to have obtained and taken into account all necessary
information as to risks, contingencies and other circumstances which may influence or
affect the Contractor Works and/or could affect the Contract Price. Further inspection or
examination of the Site and its surroundings and any other investigation shall be carried out
by the Contractor, if it appears to be necessary in the opinion of the Contractor.
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3.17.2 Interpretation by the Contractor

The Contractor shall be responsible for interpreting all such data and information.
3.17.3 Technical Specifications
Technical Specifications shall be deemed to be considered and construed as if it were part
of the Contractors Documents and resulted from the Subcontractors proposal and shall
not give right to a Variation under Clause 8 [Variations], under any circumstances.
3.18 Cooperation on Site

3.18.1 The supply of part of the Contractor Works will take place concurrently to other
work performed by other Employers subcontractors. Where practicable, the Contractor
shall co-ordinate his general day by day activities at Site with the Employers other
subcontractors to avoid hindrance and obstruction of the Employers other subcontractors
as far as is appropriate and reasonable.
3.18.2 This will include co-ordination and co-operation at Site, with the Employers other
subcontractors at any interfaces between the Contractor Works and the works of the
Employers other subcontractors and for joint use of facilities such as roads and other
services, as far as applicable. Such general co-operation shall be foreseen and provided
for in the Contractors programming and is deemed to be included in the Price.
3.18.3 Particular requirements are or will be given by the Employer to the Contractor, if
any, for coordinated working at Site for the performance of the Contractor Works by the
Contractor within structures for which the Employers other contractor are responsible.
3.18.4 This includes but is not restricted to the submission by the Contractor, in due time,
of any and all:
-
design of the Contractor Works and drawings

details and requirements for incorporation of the Contractors Works in structures
designed by others, including requirements for box-out and other inclusions in the
structures.
3.18.5 No claim for delay arising from interfaces between the Agreement and other
contracts shall be admissible unless the Contractor can demonstrate that utmost liaison
and co-ordination has been attempted and unavoidable or unreasonable delays have been
imposed by other subcontractors on the progress of the Contractor Works.
3.19 Quality Assurance

3.19.1 The Contractor shall submit to the Employer at the latest fifteen (15) days after the
signature of the Agreement its Quality Assurance Program including applicable Quality Plan
in relation to the Contractor Works.
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3.19.2 The Contractor shall be ISO 9000 or an equivalent/better certificate, accepted by

the Contractor, and this compliance shall be demonstrated by the production of current
certification every twelve months.
3.19.3 The Contractor shall maintain at least for a period of ten (10) years from the coming
into force date, or for a period as required by the Employer (if longer), all quality records
concerning the manufacture, delivery and installation of the Contractor Works.
3.19.3 Compliance with the quality assurance system shall not relieve the Contractor of
any of his duties, obligations or responsibilities under the Agreement.
3.20 Progress Report

3.21 A monthly progress report shall be submitted to the Employer by the Contractor
under electronic format agreed by both Parties at the Kick Off meeting and in hard copy
paper format.
The appropriate presentation of such format will be supplied by the Employer to the
Subcontractor during the Kick Off meeting.
3.21 Contractors care of the Contractor Works

3.21.1 The Contractor shall take full responsibility for the care of the Contractor Works
from the Commencement Date until Taking Over Certificate of the Contractor Works.
3.21.2 If any loss or damage happens to the Contractor Works, Contractors Documents
during the period when the Contractor is responsible for their care, the Contractor shall
rectify the loss or damage at the Contractors risk and cost, so that the Contractor Works
and Documents conform to the Agreement.
3.21.3 The Contractor shall be liable for any loss or damage caused by any actions
performed by the Contractor after the Taking Over Certificate of the Works. The Contractor
shall also be liable for any loss or damage which occurs after such Taking Over of the
Works and which arose from a previous event for which the Contractor is liable.
4.
EMPLOYER OBLIGATIONS
4.1
Payment
4.1.1 The Employer shall pay the Price according to Annex 6.2 [Payment Schedule] and
in accordance with the terms and conditions of this Agreement.
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4.2
Insurance
4.2.1
The Employer shall take out the insurances in accordance with clause 16.
4.3
Access to the Site
4.3.1
4.3.1 The Employer shall ensure access to the Site and each WTG Location as
may be reasonably necessary for the Contractor and its Subcontractors to perform
the Contractor Works, provided that the Contractor shall be responsible for snow
removal, sanding and dust abatement for Site Roads and Access Roads using the
Contractors Equipment until the completion of the Contractor Works at the Site.
4.4
Permits
4.4.1 The Employer shall obtain the Permits, if any, set out in Annex 4.1 [Employer
Permits] in proper time so as not to hinder the timely completion of the Contractors
obligations hereunder.
4.5
Permanent Wind Farm Energisation
4.5.1 The Employer shall cause Owner to secure that Permanent Wind Farm
Energisation is obtained by the later of the date set forth in the Time Schedule and the date
on which the Contractor is ready to commence the Electrical Works Reliability Test.
5.
TIME
5.1
Time for Completion
5.1.1 The Time for Completion shall be as specified in the Time Schedule. The Effective
date shall be the starting date for the Contractors contractual obligations under the
Agreement. The Contractor Shall commence the design and the execution of the
Contractors Works after the Effective Date, following the Time-Schedule, with due
expedition and without delay.
5.2
Excusable Events
5.2.1
Under this Agreement the following events shall be considered Excusable Events:
a)
changes to the Contractors obligations hereunder after the Effective Date

other than as a result of an act or omission of the Contractor;
b)
any change in the applicable laws on the Site occurring after the Effective
Date;
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c)
the failure of the Employer to timely and properly fulfil any of its obligations
under this Agreement in accordance with the terms of this Agreement and
the Time Schedule and which is necessary before the Contractor can
perform its obligations under this Agreement;
d)
the occurrence of a suspension of work by the Contractor in accordance

with this Agreement;
e)
finding of burial grounds, fossils, religious or archaeological sites or similar

subterranean sites of local, scientific or historical value;
f)
Force Majeure;
g)
Site underground conditions which differ from Annex 1.3 [Site Soil Survey];
h)
the information provided by the Employer in Annex 1 [Design Information

and Requirements from Employer] is materially inaccurate and Contractor
is unable to design or construct the Civil Works or the Electrical Works as
a result thereof; or
i)
any other event or cause described in this Agreement as being an

Excusable Event.
5.3
Consequences of Excusable Events
5.3.1
The consequences of an Excusable Event are the following:

a) should the Contractor or any Subcontractor be delayed in performing any of
the Contractors obligations under this Agreement, then the Time Schedule,
including the dates relevant to the Time for Completion, shall be adjusted,
as agreed between the Parties, to reflect the time that the Contractor is
actually delayed due to the Excusable Event; and
b) should the cost of the Contractor Works increase due to an Excusable Event
(other than an event of Force Majeure), the Contractor shall be entitled to
payment of its reasonable costs, incurred as a consequence of any
Excusable Event.
5.3.2 The Contractor shall take all reasonable and appropriate steps to mitigate the costs
incurred by the Contractor that result from an Excusable Event.
5.4
Delays in the Milestones set forth in the Time Schedule
5.4.1
Liquidated Damages for Delay

If Civil Works Take Over and Electrical Works Take Over or any other milestone set
forth in the Time Schedule have not taken place within the period or dates set forth
in such Time Schedule, and the delay is due to the Contractor and not due to the
Employer or an Excusable Event, then the Contractor shall pay delay damages to
the Employer as described in this subclause 5.4.
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Upon the signature of the Agreement, the dates and the milestones specified in the
Time Schedule shall become guaranteed times for any action set forth in such Time
Schedule.
Should the Contractor fail to meet the specified dates set forth in the Time
Schedule, the Employer shall be entitled to be paid Liquidated Damages as
described in this subclause 5.4.
Should the Contractor foresee a delay in any of the milestones set forth in the Time
Schedule, the Contractor shall promptly notify the Employer of such delay, indicating
to the Employer the estimated delay period and the remedial measures deployed to
remedy such delay, provided always that such obligation to inform the Employer
shall not relieve the Contractor from its liability for delay.
Should the Contractor run into delay compared to the guaranteed milestones set
forth in the Time Schedule, the Contractor shall undertake free of charge for the
Employer immediate measures to carry out the delayed Contractor Works, as, but
not limited to, paying its workforce or its suppliers extra hours, implementing night or
weekend work, etc. If the Contractor does not undertake the abovementioned
immediate measures, the Employer may carry out these measures on its own or
with another contractor. In these cases, the Employer shall be entitled to recover
from the Contractor the reasonable additional costs incurred in having another party
carrying out the above mentiones immediate measures and, even, the delayed
Contractor Works that the Contractor should carry out.
5.4.2
Delay damages by milestone

The delay damages in question shall be payable for each day that each milestone
set forth in the Time Schedule have not been achieved, and shall be [] 32 per Day.
The relevant delay damages shall be payable until the date on which the relevant
milestone is achieved. These delay damages are the only damages to be paid by
the Contractor for delay under this Agreement and the Contractor shall not be liable
for any other costs or damages due to its delay.
The total cap for these delay damages will not exceed 40% of the Price.
5.4.3
Invoicing
The aggregate damage, or the undisputed portion thereof, for delay in completion
payable from the Contractor to the Employer shall be invoiced by the Employer on a
monthly basis, and the Contractor shall pay the invoice in accordance with
subclause 7.3.
5.4.4
Payment
The payment of these delay damages shall not relieve the Contractor from his
obligations to complete the Contractor Works, or from any other duties, obligations
or responsibilities which it may have under this Agreement.
32
Insert the relevant amount.
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6.
Test on Completion and Take Over
1.1
Civil Works
6.1.1
Previous Test
Any test in relation to the Civil Works Take Over shall first take place when the
applicable Civil Works have been completed in accordance with the applicable
requirements of this Agreement and the Technical Specifications, at Contractor risks
and expenses. This test shall demonstrate also that the Civil Works can be operated
safely and reliably in accordance with the Agreement.
When the Contractor finds that a part of the Civil Works is ready to commence a
Civil Works Test then the Contractor shall notify the Employer thereof and the
Employer and the Contractor shall agree on the start date for relevant test of the
Civil Works. The Employer, the Owner and any independent third party engineer or
tester engaged by either the Employer or the Owner shall have the right to be
present during the tests of the Civil Works.
6.1.2
Failure to pass the Tests

If the Civil Works fail to pass the test in relation to the Civil Works Take Over
specified in this Clause, the Employer shall be entitled to:
a) Order further repetition of the Tests under this clause.
b) If the failure deprives the Employer of substantially the whole benefit of
the Civil Works or part thereof, reject the Civil Works, in which event the
Employer shall have the same remedies as are provided in clause 9; or
c) Issue the Taking Over Certificate.
In the event of sub-paragraph c) above, the Contractor shall then proceed in
accordance with all other obligations under the Agreement, and the Price shall be
reduced by such amount as shall be appropriate to cover the reduced value to the
Employer as a result of this failure.
6.1.3

The Civil Works Take Over shall take place when the applicable part of the Civil
Works have been completed in accordance with the Agreement and the applicable
test in Annex 7.9 [Civil Works Test General Test] or Annex 7.11 [Civil Works
Substation Test] is successfully completed.
6.1.4
Take Over Certificate

Upon completion of the applicable Civil Works Test, the Contractor shall fill out, sign
and deliver to the Employer the relevant signed Civil Works Take Over Certificate.
The Employer shall have fifteen (15) Business Days from the Day the Employer
receives a Civil Works Take Over Certificate to sign it and subsequently return it to
the Contractor. When the Civil Works Take Over Certificate has been signed by both
Parties, then the applicable Civil Works have been taken over by the Employer.
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If the Employer refuses to sign a Civil Works Take Over Certificate, the Employer
shall send a written statement providing detailed reasons for such refusal.
6.1.5
Remedying of Minor Defects

The presence of any Defects or other outstanding tasks required to be performed by
the Contractor which do not adversely affect the safe and proper installation of the
Wind Turbines or the safe operation or use of the applicable Civil Works shall not be
grounds for the Employer to withhold its signature on the Civil Works Take Over
Certificate. Such Defects or other tasks shall be agreed by the Parties and set out
by the Employer on a list attached to the applicable Civil Works Take Over
Certificate or, absent such an agreement, in a notice delivered by the Employer
following delivery of such certificate.
Any Defects described in this subclause 6.1.4 shall be remedied in accordance with
clause 9, and any other outstanding tasks shall be completed pursuant to the
Contractors obligations under this Agreement, in each case within reasonable
deadlines agreed to by the Parties. The Employer shall be entitled to hold back
from the next payment to the Contractor hereunder an amount equal to two hundred
percent (200%) of the reasonable cost of repair of such Defects or completion of
such outstanding tasks as determined by the Employer. The Employer shall pay to
the Contractor any amount held back for such Defects or other outstanding tasks
upon repair of such Defects and completion of the outstanding tasks.
6.2
Electrical Works
6.2.1
Previous Commissioning Tests

The Electrical Works shall, when constructed in accordance with this Agreement, be
subject to the Electrical Works Tests following receipt by the Employer of signed
copies of the optical fiber tests report referred to in subclause 3.5.2.d and the
earthing system verification reports of the substation and of the wind farm referred
to in subclause 3.5.2.c The Electrical Works Tests consist of the Electrical Works
Commissioning Test and the Electrical Works Reliability Test.
The Contractor and the Employer shall agree on the start date for each Electrical
Works Test in order for the Employer, the Owner and any independent third pary
engineer or tester engaged by either the Employer or the Owner to be present
during such Electrical Works Test. The Contractor shall be responsible for supplying
any temporary power (including generators) necessary for performance of any
Electrical Works Test.
The Contractor shall perform and successfully complete the Electrical Works
Commissioning Test prior to the commencement of the Electrical Works Reliability
Test. If the Contractor is unable to successfully complete the Electrical Works
Commissioning Test, the Contractor shall remedy the cause of the failure and reperform the Electrical Works Commissioning Test.
6.2.2
Electrical Works Commissioning Completion Certificate

The Contractor shall, following successful completion of the Electrical Works
Commissioning Test, fill out, sign and deliver to the Employer a signed Electrical
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Works Commissioning Completion Certificate together with a signed copy of Annex

7.13 [Electrical Works Commissioning Test].
6.2.3
Electrical Works Reliability Test

The Contractor shall perform the Electrical Works Reliability Test following the date
of Permanent Wind Farm Energisation and the successful completion of the
Electrical Works Commissioning Test and all other tests for the Electrical Works. If
the Contractor is unable to successfully complete the Electrical Works Reliability
Test, the Contractor shall remedy the cause of the failure and re-perform the
Electrical Works Reliability Test.
6.2.4
Failure to Pass the Tests

If the Electrical Works fail to pass the test abovementioned in relation to the
Electrical Works Take Over specified in this Clause, the Employer shall be entitled
to:
a) Order further repetition of the Tests under this clause.
b) If the failure deprives the Employer of substantially the whole benefit of
the Electrical Works or part thereof, reject the Electrical Works, in which
event the Employer shall have the same remedies as are provided in clause
9.5 [Failure to remedy defects] ; or
c) Issue the Taking Over Certificate.
In the event of sub-paragraph c) above, the Contractor shall then proceed in
accordance with all other obligations under the Agreement, and the Price shall be
reduced by such amount as shall be appropriate to cover the reduced value to the
Employer as a result of this failure.
6.2.5
Electrical Works Take Over Certificate

The Contractor shall, following successful completion of the Electrical Works
Reliability Test, fill out, sign and deliver to the Employer a signed Electrical Works
Take Over Certificate.
The Employer shall have fifteen (15) Business Days from the Day the Employer
receives the Electrical Works Commissioning Completion Certificate or Electrical
Works Take Over Certificate, as applicable, to sign it and subsequently return it to
the Contractor. When the Electrical Works Take Over Certificate has been signed by
both Parties, then the Electrical Works shall be deemed to have been taken over by
the Employer.
If the Employer refuses to sign an Electrical Works Commissioning Completion
Certificate or an Electrical Works Take Over Certificate, the Employer shall send a
written statement providing detailed reasons for such refusal.
6.2.6
Remedying of Minor Defects

The presence of any Defects or other outstanding tasks required to be performed by
the Contractor which do not adversely affect the safe and proper installation of the
Wind Turbines or the safe operation or use of the Electrical Works shall not be
grounds for the Employer to withhold its signature on the Electrical Works
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Commissioning Completion Certificate or the Electrical Works Take Over Certificate.

Such Defects or other tasks shall be agreed by the Parties and set out by the
Employer on a list attached to the Electrical Works Commissioning Completion
Certificate or the Electrical Works Take Over Certificate, as applicable, or, absent
such an agreement, in a notice delivered by the Employer following delivery of the
relevant certificate.
Any Defects described in this subclause 6.2.5 shall be remedied in accordance with
clause 9, and any other outstanding tasks shall be completed pursuant to the
Contractors obligations under this Agreement, in each case within reasonable
deadlines agreed to by the Parties. The Employer shall be entitled to hold back
from the next payment to the Contractor hereunder an amount equal to two hundred
percent (200%) of the reasonable cost of repair of such Defects or completion of
such outstanding tasks as determined by the Employer.
6.3
Transfer of Title and Risk
6.3.1 The title to each component of the Civil Works and the Electrical Works shall
transfer from the Contractor to the Employer on the earlier of (i) the date such component is
installed in or becomes a permanent part of the Wind Farm or (ii) the date of taking over of
the relevant portion of the Contractor Works to which such component relates. The transfer
of title to any component of the Contractor Works shall not be deemed to be an acceptance
of such portion of the Contractor Works by the Employer and shall not be deemed to waive
or otherwise abrogate any rights or remedies of the Employer to subsequently reject such
portion of the Contractor Works for failure to comply with the terms of this Agreement.
6.3.2 The risk of loss for and damage to the General Civil Works shall transfer from the
Contractor to the Employer upon Civil Works Take Over of the General Civil Works. The
risk of loss for and damage to the Substation Civil Works shall transfer from the Contractor
to the Employer upon Civil Works Take Over of the Substation Civil Works. The risk of loss
for and damage to the Electrical Works shall transfer from the Contractor to the Employer
upon Electrical Works Take Over. Payment for any portion of the Contractor Works by the
Employer shall not transfer risk of loss for such portion of the Contractor Works to the
Employer.
6.3.3 Title to and risk for loss and damage with respect to any other spare parts or
materials incorporated into the Contractor Works by the Contractor pursuant to the Defect
liability provisions of clause 9, or otherwise pursuant to this Agreement, shall transfer from
the Contractor to the Employer upon incorporation thereof into the Wind Farm or
component of Civil Works or Electrical Works, as applicable.
7.
PRICE AND PAYMENTS
7.1
Price
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7.1.1 The Price for the Contractor Works provided under this Agreement shall be [] 33,
[]34 Euros, exclusive of VAT. The Price is more particularly specified in Annex 6.1 [Price
Specification].
The Price includes all costs necessary for the Contractor Works. This Price shall be
regarded as fixed, except for the provisions in this Agreement expressly allowing for
adjustments to the Price. Unless otherwise stated in the Agreement, the Price
covers all the Contractors obligations under the Agreement and all things
necessary for the proper design, execution and completion of the Contractor Works
and the remedying of any defects.
7.2
Payments
7.2.1 The Employer is obliged to pay the Price according to the amounts and sequence
of events as set forth in Annex 6.2 [Payment Schedule] and as otherwise regulated in this
Agreement.
7.2.2 The Contractor shall submit an invoice to the Employer, in compliance with the laws
applicable on the Site, whenever a payment is due under this Agreement, whether the
payment is a Milestone Payment or any other payment to be made by the Employer to the
Contractor under this Agreement.
7.2.3 All amounts in the invoices shall include, and specify, if applicable, VAT according to
the applicable laws in the country of the Site.
7.2.4 If the payment is a Milestone Payment a copy of the documentation required in
Annex 6.2 [Payment Schedule] shall be sent to the Employer regarding such relevant
Milestone Payment.
7.2.5 The Employer shall notify the Contractor of any errors in the amounts reflected in
the invoices, or other errors in the invoices, and the Parties shall agree upon any potential
correction of an invoice.
7.2.6 If a dispute occurs as to what amount the Employer is obliged to pay, then the
Employer shall pay the undisputed portion of the amount, while the disputed amount shall
be referred to dispute resolution in accordance with this Agreement.
7.2.7 No payment made under this Agreement shall be deemed to be an acceptance of
the Contractor Works, in whole or in part, neither a waiver of any rights or remedies of the
Employer hereunder.
7.2.8 The Contractor shall cooperate with the Employer in securing payment to the
Employer by the Owner under the Turnkey Agreement and provide such supporting
33
34
Insert the Price in numbers.

Insert the Price in words.
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documentation and other information as may be requested by the Employer or the Owner
from time to time.
7.3
Method of Payment
7.3.1 The Employer shall pay the Contractor the amounts invoiced by the Contractor
within ninety (90) Days following the date of such invoice.
7.3.2 Payments under this Agreement from the Employer to the Contractor shall be
made, by express wire transfer, to the following bank account of the Contractor:
[]35, or to the bank account designated by the Contractor from time to time.
7.4
Delayed Payment
7.4.1 If the Employer fails to make payments on time under this Agreement, the
Contractor shall immediately notify the Employer in writing of such failure. If the Employer
does not make or dispute such payment within seven (7) Days following receipt of such
notice, the Contractor shall be entitled to the following remedies upon an additional seven
(7) Days advance written notice to the Employer of its intent to exercise such remedy:
a. suspend all or any part of the Contractor Works and any other work
in connection with this Agreement; and
b. apply interest to any unpaid amounts from the date when such
payment became due and until the date when it is actually received.
Interest will accrue per Day on the amounts for which payment is
delayed, based on a Year and at the interest rate of the one (1) year
European Inter-Bank Offered Rate (EURIBOR), plus three percent
(3%), p.a., and will be payable at the end of each month as from the
date of the occurrence of the delay.
8.
VARIATION AND ADJUSTMENTS
8.1
Right to vary
8.1.1 Variations may be initiated by the Employer at any time prior to issuing the Taking
Over Certificate of the relevant Contractor Works, either by an instruction or by a request
for the Contractor to submit a proposal.
8.1.2 The Contractor shall execute and be bound by each Variation, unless the
Contractor promptly gives notice to the Employer stating (with supporting particulars) that i)
the Contractor cannot readily obtain the goods required for the Variation, ii) it will reduce
the safety and suitability of the Contractor Works, or iii) it will have an adverse impact on
35
Insert all necessary details of bank account information in order for payments to be made.
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the achievement of the technical requirements. Upon receiving this notice, the Contractor
shall cancel or confirm or vary the Instruction.
8.2
Variation Procedure
8.2.1 If the Employer requests a proposal, prior to instructing a Variation, the Contractor
shall respond in writing as soon as practicable, either by giving reasons why he cannot
comply (if this is the case) or by submitting:
a) A description of the proposed design and/or work to be performed and a time-schedule
for its execution,
b) The Contractors proposal for any necessary modifications to the Time Schedule, and
c) The Contractors proposal for adjustment to the Price.
8.2.2 The Employer shall as soon as possible after receiving such proposal respond with
approval, disapproval or comments. The Contractor shall not delay any work whilst awaiting
a response, unless instructed by the Agreement.
8.2.3 Each instruction to execute a Variation, with any requirements for recording of
costs, shall be issued by the Employer to the Contractor, who shall acknowledge receipt.
Such acknowledge receipt shall be deemed to have been issued in case the Contractor
fails to notify its approval or disapproval within 3 days from receipt of the said instruction.
8.2.4 Upon instructing or approving a Variation, the Employer shall agree or determine
adjustments to the Price and the Term of Payments. Such Adjustments shall include
reasonable profit.
9.
PRODUCT WARRANTIES
9.1
Defects Warranty and Completion of Remedying Defects
9.1.1 The Contractor shall remedy any Defect which the Contractor is liable for and is
notified to the Contractor before the end of the Defect Notification Period. The Contractor
may remedy a Defect by either replacing or repairing the defective part.
9.1.2 The Contractor shall use new parts when remedying defects and the Contractor
shall acquire the title to any part which the Contractor has replaced.
9.1.3 For any part that has been repaired or replaced by the Contractor in order to
remedy a Defect, the Contractor shall be liable for Defects in such repaired or replaced part
for the later of either:
(i)
one (1) Year from the repair or replacement; or
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(ii)
until the end of the Defect Notification Period.
9.1.4 Upon notification by the Employer to the Contractor of a defect or damages

affecting the Contractor Works or part thereof, the Contractor will provide the necessary
assistance no later than 48 hours after the abovementioned notification, at its own costs
and expenses, and provide fully qualified experts to make preliminary expertise and
determine the appropriate corrective measures to be taken for replacing and/or repairing
the defects or damages.
The Contractor will promptly issue to the Employer a preliminary report and
inform the Employer of such corrective measures, which could include, but are
not limited to:
Providing of the means needed to determine the causes of the defects
or damage and to carry out the corresponding repairs and modifications.
Performance of studies.
Supplying and transport of equipment, tools, spare parts between its
premises and the Site.
Replacement of all or part of the Contractor Works (including the
removal and/or reinstallation of them).
Scheduled time for implementation of the corrective measures.
The completion of outstanding work and the remedying of defects will be carried
out by the Contractor at the Contractors sole risks, responsibility and costs. It
will not be reimbursed, except if the Contractor can prove that damages were
caused by any Employers act or default.
9.2
Defect Notification Period
9.2.1 The Defect Notification Period for the General Civil Works shall commence on the
date of Civil Works Take Over of the General Civil Works. The Defect Noticifation Period for
the Substation Civil Works shall commence on the date of Civil Works Take Over of the
Substation Civil Works. The Defect Notification Period for the Electrical Works shall
commence on the date of Electrical Works Take Over.
9.2.2 The Defect Notification Period for the General Civil Works shall end on the date that
is two (2) years after the date of the Civil Works Take Over of the General Civil Works. The
Defect Notification Period for the Substation Civil Works shall end on the date that is two
(2) years after the date of the Civil Works Take Over of the Substation Civil Works. The
Defect Notification period for the Electrical Works shall end on the date that is two (2) years
after the date of the Electrical Works Take Over.
9.3
Extension of the Defect Notification Period
9.3.1 The Employer shall be entitled to an extension of the Defect Notification Period for
the Contractor Works or part of the Contractor Works which have been repaired or
replaced. Such Defect Notification Period shall apply under the same conditions for an
additional period of two years following their respective repair.
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9.4
Failure to remedy Defects
9.4.1 If the Contractor fails to remedy any defect or damage within a reasonable time
instructed by the Employer after having duly been notified by the Employer to do so, the
Employer shall may at its option:
a) Carry out the work by himself or by others, in a reasonable manner

and at the Contractors costs and risks, and the Contractor shall pay the
Employer the costs reasonably incurred by the Employer in remedying
the defect or damage;
b) Determine a reasonable reduction in the Price; or
c) If the defect or damage deprives the Employer of substantially the
whole benefit of the Contractor Works or any major part of the
Contractor Works, terminate the Agreement as a whole, or in respect of
such major part which cannot be put to the intended use. Without
prejudice to any other rights, under the Agreement or otherwise, the
Employer shall then be entitled to recover all sums paid for the
Contractor Works or for such part, plus financing costs and the cost of
dismantling the same, clearing the Site and returning any component to
the Contractor.
9.5
Further tests
9.5.1 If the work of remedying of any defect or damage may affect the performance of the
Contractor Works, the Employer may require the repetition of any tests according to this
Agreement.
9.6
Technical Assistance
9.6.1 During the Defect Notification Period, the Contractor undertakes to make available
to the Employer skilled and qualified engineers to ensure technical assistance at rates
determined under the Agreement or, if not determined, at reasonable conditions.
9.7
Warranty Limitations and Exclusions
9.7.1 The Contractor shall not be liable for any loss or damage to the Civil Works and
Electrical Works or be liable for any warranty under this Agreement or for any Defect in the
Civil Works and Electrical Works to the extent caused by any of the following:
a)
any work on the Civil Works or the Electrical Works and/or changes in the
design or materials by anyone other than the Contractor or its
Subcontractors, unless authorised in writing by the Contractor;
b)
alterations to the Civil Works or the Electrical Works carried out by

anyone other than the Contractor or its Subcontractors;
c)
Force Majeure;
d)
Site underground conditions which differ from Annex 1.3 [Site Soil Survey]
in a material respect; or
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10.
FORCE MAJEURE
10.1
Definitions and Events of Force Majeure
10.1.1 Force Majeure shall be any event outside the reasonable control of the Party
claiming Force Majeure, and which such Party could not have avoided or overcome
through the use of commercially reasonable efforts, including:
a.
natural disasters and acts of god: landslides, perils of sea, volcanic

activity, epidemic, drought, fire, flood, mud flow, earthquake, cyclones,
typhoons, lightning, induction caused by lightning, hail, hurricanes,
tornados, tsunamis, ice, ice storms and other extreme weather
conditions;
b.
man-made disturbances: war or other armed conflict, acts of the

public enemy, riot, explosions, civil disturbance, sabotage, vandalism,
terrorism or threats of terrorism, blockades, credible threats of
blockades, strikes, lockouts, labour disputes (except for strikes,
lockouts or labour disputes among the staff on the Party claiming
Force Majeure), protester action, theft, attempted theft, sabotage,
vandalism, illegal blockade or pressure waves caused by airplanes or
other aircraft flying at mach speed or higher;
c.
governmental actions: quarantine, action, ruling, decree or injunction

of a governmental authority, delay in importation of goods in excess of
two (2) Days from presentation of applicable documentation required
by regulations; or
d.
others: findings of burial grounds, fossils, archaeological or religious

sites.
10.1.2 Notwithstanding subclause 10.1.1, Force Majeure events shall not include (i) a
Partys financial inability to make payments under this Agreement except if the financial
inability is caused directly by Force Majeure (e.g., a bank strike) or (ii) the inability of a
Party to obtain, renew, amend or otherwise secure Permits.
10.2 Effects of Force Majeure

10.2.1 The Party affected by the Force Majeure shall use all reasonable efforts to mitigate
the effect of the event of Force Majeure. Neither Party shall be considered to be in default
nor in breach of its obligations under this Agreement to the extent that performance, by the
Party itself or by its applicable subcontractor, of such obligations are prevented by any
circumstances of Force Majeure that arise after the Effective Date. The affected Party shall
notify the other Party of the Force Majeure event as soon as possible after the event occurs
and of its expected time of duration.
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10.2.2 Once the Force Majeure event that caused the Party to be delayed has
disappeared, concluded or otherwise ceased, the affected Party shall inform the other Party
thereof and restart performance of its obligations.
10.2.3 If any one or more Force Majeure events are responsible for more than one
hundred and eighty (180) Days of delay on a cumulative basis, subject to any mutual
agreement on extension thereof, either Party shall be allowed to terminate this Agreement
with fourteen (14) Days notice.
10.2.4 The legal implications of such termination, regardless of which Party terminates the
Agreement, shall be the same as set forth in subclause 14.4.
10.2.5 The Contractor will not be entitled to any adjustment of the Price as a result of any
increased costs incurred by the Contractor in connection with Force Majeure events.
11.
INDEMNIFICATIONS
11.1 Indemnifications by the Contractor

11.1.1 The Contractor shall indemnify, defend and hold harmless the Employer from and
against any and all losses incurred or suffered by the Employer arising from:
a.
any violation of laws or Permits to be complied with by the Contractor

under this Agreement;
b.
bodily injury, sickness, disease or death of any person whatsoever; or
c.
loss or physical damage to the property (other than to components of

the Civil Works or Electrical Works) of the Employer or any third party,
with respect to the subclauses 11.1.1.b and 11.1.1.c only, to the extent such losses are
directly and exclusively attributable to any negligent act, omissions or wilful misconduct of
the Contractor in the performance of Contractors obligations under this Agreement.
11.2 Indemnifications by the Employer

11.2.1 The Employer shall indemnify, defend and hold harmless the Contractor from and
against any and all losses incurred or suffered by the Contractor, arising from:
a.
any violation of laws or Permits to be complied with by the Employer

under this Agreement;
b.
bodily injury, sickness, disease or death of any person whatsoever; or
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c.
loss or physical damage to the property of the Contractor or any third

party.
with respect to the foregoing subclauses 11.2.1.b and 11.1.1.c only, to the extent such
losses are directly and exclusively attributable to any negligent act, omissions or willful
misconduct of the Employer in the performance of Employers obligations at the Site.
The Parties agree that obligations giving rise to the payment of liquidated damages under
this Agreement shall not give rise to a claim of indemnity under this subclause 11.2.
11.3 Indemnification Procedure

11.3.1 When a Party hereunder (Indemnifying Party) is required to indemnify the other
Party (Indemnified Party) in accordance with subclauses 11.1 or 11.2, the Indemnifying
Party will assume on behalf of such Indemnified Party, and conduct with due diligence and
in good faith, the defence of any claim against such Party, whether or not the Indemnifying
Party will be joined therein, and the Indemnified Party will cooperate with the Indemnifying
Party in such defence.
11.3.2 The Indemnifying Party shall keep the Indemnified Party duly informed of the
situation and developments of the proceedings and provide the Indemnifying Party, at its
request, with a copy of the documents that are exchanged between the parties to such
proceedings, or become otherwise available in the course thereof and in connection
thereto.
11.3.3 The Indemnifying Party will be in charge of the defence and settlement of such
claim unless:
a.
there is a material conflict of interest between the Indemnifying Party

and the Indemnified Party in the conduct of the defence of such claim,
or
b.
the Indemnifying Party will not have employed counsel to assume the
defence of such claim within a reasonable time after notice of the
commencement of an action thereon,
in which case the Indemnified Party will be in charge of the defence and the settlement of
such claim as it relates to the Indemnified Party only and the reasonable fees and
expenses of counsel which the Indemnified Party incurs will be paid by the Indemnifying
Party.
No Indemnifying Party will settle any such claims or actions without the prior written
consent of the Indemnified Party, which consent will not be unreasonably withheld.
11.3.4 An Indemnified Party may waive the indemnifications provided in subclauses 11.1
or 11.2, as applicable, by serving a written notice to this effect to the Indemnifying Party
before such Indemnifying Party has employed counsel to assume the defence of such
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claim. If the Indemnified Party wishes to waive indemnification after the Indemnifying Party
has employed external counsel to assume the defence and then the Indemnified Party can
do so, provided such Indemnified Party reimburses the Indemnifying Party of any
reasonable costs for employing and paying external counsel.
12.
TERM OF THIS AGREEMENT
12.1. This Agreement shall come into force on the Effective Date and, unless terminated
earlier in accordance hereto, shall expire at the end of the Defect Notification Period,
subject to subclause 9.1.3. Such expiry shall occur without any notifications being served
between the Parties.
12.2 Clauses 11 and 18 and subclauses 15.1 and 17.1 shall survive expiry of the term of
this Agreement.
13.
SUSPENSION
13.1.1 Suspension by the Contractor

The Contractor shall be entitled to suspend the Contractor Works:
a.
in accordance with subclauses 7.4 and 14.3.3;
b.
if the Employer fails to fulfill any of its obligations which pose a safety
risk to the Contractor or its Subcontractors following written notice of
such failure from the Contractor; or
c.
upon seven (7) Days advance written notice to the Employer, in

accordance with any other subclause of this Agreement providing the
Contractor the right to suspend its work.
13.1.2 Suspension by the Employer

The Employer shall be entitled to suspend the Contractor Works:
a.
if the Contractor fails to fulfill any of its obligations which pose a safety
risk to the Employer or its subcontractors following written notice of
such failure from the Employer; or
b.
immediately upon notice to the Contractor is there is a suspension of

performance under the Turnkey Agreement.
13.1.3 Re-commence of the performance of the Contractor Works

The Contractor shall immediately re-commence performing the Contractor Works after the
reason for the suspension has ceased.
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14.
TERMINATION OF THIS AGREEMENT
14.1 Termination by the Employer

14.1.1 The Employer may terminate this Agreement at any time in writing if:
a.
the Contractor fails to perform any of its material obligations under the
Agreement and the Contractor has not remedied the breach within
[thirty (30)] 36 Business Days following receipt by the Contractor of the
Employers written notice of the breach;
b.
the Contractor ceases, or threatens to cease, its activity;
c.
the Contractor makes a voluntary arrangement with its creditors or

becomes subject to an administration order;
d.
the Contractor goes into liquidation (except for the purposes of a bona
fide amalgamation, reconstruction or other reorganisation and the
resulting entity agrees to be bound by or to assume the obligations
imposed on the Contractor under this Agreement and provide
payment and performance security reasonably satisfactory to the
Employer);
e.
the Contractor assigns this Agreement in violation of the terms of this

Agreement; or
f.
any other event described in this Agreement which entitles the

Employer to terminate this Agreement.
14.1.2 Such termination shall take place with fourteen (14) Days notice provided that the
circumstances giving rise to the termination notice has not been cured within the fourteen
(14) Day period. If a subclause allows termination to occur immediately, then such fourteen
(14) Day period shall not apply.
14.2 Consequences of Termination by the Employer

14.2.1 Following the termination of this Agreement by the Employer, the Contractor shall
abandon the Site and remove all the Contractors Equipment from the Site and provide the
Employer with copies of all those Contractors Documents which have not yet been
provided by the Contractor.
36
To be reviewed based on the existence of a Direct Agreement
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14.2.2 The Employer may complete the Contractor Works on its own or with another
contractor and may request that the Contractor assign all the agreements signed between
the Contractor and its Subcontractors working on the Site to the Employer.
14.2.3 As soon as practicable after termination has taken place, the Parties shall agree
upon the value of the Contractor Works performed by the Contractor, based on the prices
set forth in Annex 6.1 [Price Specification], provided that after the Civil Works Take Over
and the Electrical Works Take Over the value of the Contractor Works performed by the
Contractor shall be deemed to be equal to the Price.
14.2.4 The Employer shall be entitled to recover from the Contractor the reasonable
additional costs incurred in having another party complete the Contractor Works that the
Contractor would have been required to complete under this Agreement, but which were
not completed due to a termination by the Employer pursuant to subclause 14.1 of this
Agreement.
14.2.5 The Contractor shall be entitled to receive payments stated in subclause 14.4.2.a.
14.2.6 The Employer shall pay to the Contractor, or the Contractor shall pay to
Employer, as the case may be, the balance between (i) on the one side, the amount of
Price already paid by the Employer to the Contractor under this Agreement and
additional costs referenced in subclause 14.2.4 and (ii) on the other side, the value of
Contractor Works performed as provided under subclause 14.2.3.
the
the
the
the
14.2.7 This subclause 14.2 shall not apply to a termination by the Employer for Force
Majeure pursuant to subclause 10.2.
14.2.8 Notwithstanding subclause 6.3:
a.
upon termination of this Agreement pursuant to subclause 14.1, risk

of loss and damage to any portion of the Contractor Works shall pass
to the Employer when such portion has been delivered to the Site, or
if delivered to the Site prior to termination, then upon such
termination;
b.
title to any portion of the Contractor Works shall pass to the Employer
upon the Employers payment in full of the Price for such portion of
the Contractor Works in accordance with subclause 14.2.6.
14.3 Termination by the Contractor

14.4.1 The Contractor may terminate this Agreement in writing at any time if:
a.
the Employer fails to perform any of its material obligations under this
Agreement, and the Employer has not remedied the breach within
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thirty (30) Business Days following receipt by the Employer of the

Contractors written notice of the breach;
b.
the Employer ceases, or threatens to cease, its activity;
c.
the Employer makes a voluntary arrangement with its creditors,

becomes subject to an administration order or commences or
threatens to commence any sort of bankruptcy procedure;
d.
the Employer goes into liquidation (except for the purposes of a bona
fide amalgamation, reconstruction or other reorganisation and
provided the resulting entity agrees to be bound by or to assume the
obligations of the Employer under this Agreement);
e.
the Employer assigns this Agreement in violation of the terms of this

Agreement; or
f.
any other event described in this Agreement entitles the Contractor to

terminate the Agreement.
14.4.2 Such termination shall take place following fourteen (14) Days notice, provided that
the circumstance giving rise to the termination notice has not been cured within the
fourteen (14) Day period.
14.4.3 Upon the occurrence of a circumstance giving the Contractor right to terminate this
Agreement, the Contractor shall be entitled to suspend work until such circumstance is
cured upon seven (7) Days advance written notice to the Employer.
14.4 Consequences of Termination by the Contractor

14.5.1 Following the termination of this Agreement by the Contractor, the Contractor shall
abandon the Site and remove all the Contractors Equipment and personnel from the Site.
14.5.2 Once the Contractor has terminated this Agreement the Employer must:
a. pay to the Contractor all amounts currently due under this Agreement;
b. pay to the Contractor for any portion of the Contractor Works delivered or in
transit to the Site, as applicable (based on the prices set forth in Annex 6.1
[Price Specification]), and Contractor Works performed by the Contractor as
of the date of termination, and not covered by payments already advanced
by the Employer, including the corresponding financial costs, currency
hedge costs, and insurance, as well as the costs of terminating such
Contractor Works and purchase orders;
c. reimburse the Contractor for all losses incurred as a direct result of the
termination including payment for:
i. all materials, goods, and equipment which have been delivered to
the Contractor or for which the Contractor is liable to accept
delivery, which were ordered in order for the Contractor to fulfil its
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obligations under this Agreement. Such supplies shall be placed at

the Employers disposal when payment therefor is received by the
Contractor and shall become the property of the Employer upon the
Contractors receipt of payment; and
ii. all other direct costs incurred which, under the circumstances, were
reasonably incurred by the Contractor in the expectation of
completing its obligations hereunder; and
d. return the Contractor Security to the Contractor.
14.5.3 The Contractor Security must be returned by the Employer within fifteen (15) Days
from termination and the amounts to be paid pursuant to subclause 14.4.2 must be paid by
the Employer to the Contractor within thirty (30) Days following the date of the invoice from
the Contractor.
14.5.4 Notwithstanding subclause 6.3:
a. upon termination of this Agreement pursuant to subclause 14.3, risk of loss

and damage to any portion of the Contractor Works shall pass to the
Employer when such portion has been delivered to the Site, or if delivered
to the Site prior to termination, then upon such termination;
b. upon termination of this Agreement pursuant to subclause 14.3, risk of loss

and damage to any other portion of the Contractor Works not included in
the paragraph above shall pass to the Employer upon such termination; and
c. title to any portion of the Contractor Works shall pass to the Employer upon
the Employers payment in full of the Price for such portion of the Contractor
Works.
14.5 Termination of Turnkey Agreement. Employers Right of Termination

14.5.1 If the Turnkey Agreement is terminated for any reason prior to completion of the
Contractor Works, the Employer shall have the right to terminate this Agreement
immediately upon notice to the Contractor.
After this termination, the Contractor shall be paid any direct cost reasonably incurred up to
the date of termination.
15.
CONTRACTUAL LIABILITY
15.1 Contractual Liability

15.1.1 Maximum Liabitlity
Notwithstanding anything else to the contrary herein, (i) the maximum liability of the
Contractor under this Agreement shall not exceed an amount equal to two hundreds
percent (200%) of the Price.
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16.
INSURANCE
16.1 General Requirements for Insurance Coverage

16.1.1 With respect to any insurance policy maintained or caused to be maintained by
either Party under this Agreement, the other Party must be named as additional insured,
unless such Party is explicitly required herein to be co-insured. Any insurance under this
Agreement containing additional insured or co-insured shall have a waiver of subrogation
by the insurance company against all parties covered by the insurance, to the full extent
permitted by the law governing such insurances.
If an insurance policy maintained by either Party pursuant to this Agreement names
any additional insured, then:
(i)
the Contractor or the Employer, as applicable, shall act under the

policy on behalf of each additional insured, except in relation to
insurance policies covering employees; and
(ii)
no additional insured shall be entitled to (a) receive payments

directly from the insurer or (b) have any other direct dealings with
the insurer.
16.1.2 Neither Party shall make any alteration to the terms of any insurance described in
this clause 16 so it deviates from the requirements herein without the prior written approval
of the other Party. Each Party must promptly notify the other of any notification received
from an insurance company regarding any actual alteration to one of their policies.
16.1.3 If either Party fails to maintain or cause to be maintained any insurance required by
this Agreement for a period more than ten (10) Days after notice by the other Party, the
other Party may, at its own option and without prejudice to any other right or remedy, itself
maintain such insurance. In such instance, the Party maintaining such insurance on behalf
of the other may (i) deduct the amount of the premiums under such insurance from any
amounts due (or which may become due) to the other Party or (ii) recover the same as a
debt.
16.1.4 Nothing in this clause 16 limits the obligations, liabilities or responsibilities of either
Party, under the terms of this Agreement. Any amount not covered by insurance, or not
recovered from the insurer shall be allocated in accordance with the obligations and
liabilities of the Parties under this Agreement.
16.1.5 However, if either Party fails to maintain or cause to be maintained insurance
required by this Agreement, and the other Party neither approves the omission, nor
maintains the insurance in accordance with subclause 16.1.3, then any amount which
otherwise would have been recovered under the insurance policy shall be paid by the Party
required to maintain that insurance.
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16.1.6 Each Party shall secure the issuance of the insurance policies described herein at
the latest fourteen (14) Days before the time such insurance shall be in force as more
particularly described below.
16.2 Construction All Risk Insurance

16.2.1 The Employer shall maintain or cause to be maintained a construction all risk
insurance (hereinafter Employer CAR) covering the Contractor Works, provided that such
insurance shall not cover the tools or any related equipment or camp, plant or other items
brought to the Site by Contractor to complete its obligations under this Agreement.
16.2.2 The Employer CAR shall be in force with respect to a part of the Contractor Works,
from the time such part arrives on the Site and shall remain in force until the relevant part is
taken over under the applicable Civil Works Take Over or Electrical Works Take Over.
16.2.3 The Employer CAR shall cover an extended maintenance period equal to the
Defect Notification Period to cover only for damages inflicted on the Contractor Works by
the Contractor, or its Subcontractors, during the remedying of Defects under the Agreement
or damages which arise during the erection period.
16.2.4 The Employer CAR shall cover the Contractor Works to its full replacement value.
16.2.5 During the term of this Agreement, in the event that the Contractor causes damage
to the Contractor Works for which the Employer CAR provides coverage reimbursement,
the Contractor agrees to reimburse the Employer the full amount of any deductible paid on
behalf of the claimable occurrence with limits not to exceed the general deductible of the
Employerr CAR.
16.2.6 Insurance maintained pursuant to this subclause 16.2:
a)
shall cover all risks of physical loss or damage to the Contractor Works,
including mechanical and electrical breakdown, in the course of
assembling, erecting, installing, starting-up, commissioning and testing
Wind Turbines as well as any loss or damage resulting from Force Majeure
events, if insurable at commercially reasonable terms, and any natural
hazard(s), if insurable at commercially reasonable terms.
b)
may however exclude loss of, damage to, and reinstatement of:
(i)
any part of the Contractor Works which is in a defective condition

due to a Defect, but only to the extent such Defects are required to
be remedied by the Contractor under this Agreement provided
however that such insurance shall include coverage for any other
parts which are lost or damaged as a direct result of the defective
condition and not otherwise excluded in the following subparagraph
(ii) below; and
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(ii)
any part of the Contractor Works which is lost or damaged in the

process of the Contractor remedying a Defect provided that such
other part of the Contractor Works which is lost or damaged also
contained a Defect.
16.2.7 The Employer CAR which the Employer is required to maintain is more particularly
described in Annex 8.2 [Employers Insurances].
16.3 Third Party Liability

16.3.1 Until the end of the final Defect Notification Period, the Contractor shall maintain or
cause to be maintained a third party liability insurance, which includes coverage for
contractual liability, bodily injury and third party property damage, with a combined single
limit of not less than twenty million (20.000.000) Euros per occurrence and twenty million
(20.000.000) Euros in the aggregate annually, for primary and excess policies combined.
16.3.2 Insurance maintained pursuant to subclause 16.3.1 shall extend to cover losses
and damage resulting to the Employer's property except for goods or things insured under
the Employer CAR, described above, arising out of the Contractor's performance under this
Agreement.
16.3.3 The third party liability insurance which the Contractor is required to maintain shall
have a deductible not exceeding seventy thousand (70.000) Euros and shall be of good
local standard of the country of the Site.
16.3.4 The third party liability insurance which the Contractor is required to maintain is
more particularly described in Annex 8.1 [Contractors Insurance].
16.4 Insurance for Injuries to Workers

16.4.1 During the term of this Agreement, both Parties shall maintain or cause to be
maintained insurance covering losses for work-related injuries, sickness, disability, death or
disease of their own employees in such forms and amounts as required by the law
applicable where the work of such employees is being performed. All contractors and
subcontractors shall be required to maintain insurance for their own employees, but each
Party shall be ultimately responsible for their contractors and subcontractors compliance
with this subclause.
16.5 Automobile Insurance

16.5.1 Both Parties shall maintain or cause to be maintained automobile liability insurance
for all automobiles or other vehicles brought to the Site, in accordance with the law
applicable at the Site.
16.6 Other Required Insurance
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16.6.1 The Contractor shall maintain, or cause to be maintained, any other insurance that
is mandatory under applicable law to perform the obligations of the Contractor under this
Agreement.
17.
OTHER COVENANTS
17.1 Confidentiality
17.1.1 Subject to subclause 17.2, neither Party to this Agreement may reveal or convey to
third parties the existence of this Agreement (including its Annexes and the documents
attached thereto), its clauses, statements or other provisions without the express prior
written authorisation of the other Party. The Parties shall likewise refrain from revealing or
conveying to third parties by any means whatsoever any information relating to the
organisation of the other Party, including, by way of example, technical, production,
industrial, commercial, organisational, employment, or financial information, except as
permitted in this Agreement.
17.1.2 In any event, a Party that reveals or conveys any such information to third parties,
with the express prior written authorisation of the other Party, may only do so by requiring
any such third party recipients of such information to undertake the same confidentiality
commitment as that described herein.
17.1.3 Notwithstanding the foregoing, the Employer may disclose this Agreement to its
technical advisor.
17.1.4 The duty of confidentiality shall be indefinite and shall remain in force after the
termination or expiration of this Agreement.
17.1.5 The Contractor acknowledges that the Employer will disclose certain confidential
information to the Contractor for the Contractor to complete the Contractor Works and that
the Contractor has therefore signed the non-disclosure agreement attached hereto as
Annex 7.17 [Non-Disclosure Agreement] on or before the Effective Date.
17.2 Public Announcements

17.2.1 Each Party shall be permitted allowed to disclose information about this Agreement
as required to satisfy applicable disclosure requirements of any stock exchange, provided
that (i) the Price is in excess of thirty four million (34.000.000) Euros or (ii) this Agreement
refers to new models, markets or buyers which could be considered to have an impact on
the value of shares publicly traded, and in each case the form of such public disclosure
shall be agreed upon with due consideration given to both Parties.
17.3 Assignment
Page 56 of 61
v.1.0 (rev.1)
17.3.1 Neither Party shall assign the whole or any part of this Agreement without the prior
written consent of the other Party. A Change in Control of the Contractor shall constitute an
assignment of this Agreement when the party acquiring control, or an affiliate thereof, is an
Employer Competitor. However, either Party may, as security in favour of a bank or
financial institution, assign its right to any monies due, or to become due, under this
Agreement, provided that it shall promptly notify the other Party of such assignment.
17.4 Complete Agreement

17.4.1 This Agreement contains the entire understanding of the Parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous discussions,
agreements and commitments between the Parties with respect hereto. There are no
agreements or understandings between the Parties respecting the subject matter hereof,
whether oral or written, other than those set forth herein, and neither Party has relied upon
any representation, express or implied, not contained in this Agreement.
17.5 Severability
17.5.1 The invalidity of one or more phrases, sentences, clauses or subclauses contained
in this Agreement shall not affect the validity of the remaining portions of this Agreement.
The Parties shall take all actions reasonably necessary to maintain the enforceability of this
Agreement and to correct, supplement and integrate the affected provisions herein. This
principle shall likewise be applicable if the Parties detect any omission in the provisions of
this Agreement at the time of performance of the same.
17.6 Amendments
17.6.1 This Agreement may only be amended by means of a written document executed
by both Parties.
17.7 Independence
17.7.1 The Parties to this Agreement are completely independent companies, and their
entering into this Agreement or performing the transactions, acts, or business operations
provided for or arising from the same, taken together or separately, shall in no event
constitute any other relationship, whether of representation, agency, company, stakeownership, association, or corporation of any type whatsoever. This Agreement does not
confer or grant either Party hereto the right or authorisation to represent or bind the other.
17.8 Personal Data Protection

17.8.1 The Employer hereby authorises the Contractor to process the personal data
contained in this Agreement. Said data shall be used to handle and perform the obligations
established herein. The Employer may exercise its rights of access, modification,
correction, and cancellation of said data by making the relevant request of the Contractor.
17.9 Annexes
Page 57 of 61
v.1.0 (rev.1)
17.9.1 The Annexes form an integral part of this Agreement and shall be interpreted in the
same way.
17.10 Subcontracting
17.10.1 The Contractor shall be allowed to sub-contract any part of its obligations
hereunder to an Approved Subcontractor. The Contractor may not sub-contract any part of
its obligations to any other third party without the prior written consent of the Employer. If
any part of the obligations of the Contractor is subcontracted, then the Contractor shall hold
full responsibility for any Subcontractor.
The Contractor hereby contingently assigns to the Employer all of the Contractors rights
under its subcontracts with the Subcontractors. Such assignment shall take effect only
upon a default by the Contractor under this Agreement and the Employers acceptance of
the specific subcontract by written notice to the Contractor and the Subcontractor. The
Employer shall have no liability to any Subcontractor unless and until the Employer
affirmatively accepts such assignment as described above.
The Contractor shall ensure that all of its agreements with Subcontractors that contain
warranties provide that such warranties are assignable by the Contractor to the Employer
and the Owner.
In the event that it is agreed that the Employer or any employee or agent thereof shall
perform any of the obligations of the Contractor either in part or in total, the Employer shall
be considered an independent contractor to the Contractor, and a formal agreement shall
be drawn up to reflect such circumstance.
17.11 Language
17.11.1 The official language between the Parties shall be English 37 and all material
exchanged between the Parties related to this Agreement shall be in such language.
17.12 Notices
17.12.1 Any authorisations, notices or approvals required or authorised to be given
hereunder or any other communications between the Parties provided for under the terms
of this Agreement shall be in writing (unless otherwise provided) and shall be served:
(i)
personally, which shall be deemed served on delivery, and as proof

of such delivery it shall be sufficient to produce a receipt showing
personal service;
(ii)
by reputable express courier service, which shall be deemed served

on the Day the receiving Party signed therefor, and as proof of such
delivery, it shall be sufficient to produce the receipt of delivery
signed by the receiving Party; or
37
Be aware if all material exchanged between the Parties will be in English or if an additional language
shall be inserted.
Page 58 of 61
v.1.0 (rev.1)
(iii)
by facsimile transmission addressed to the relevant Party which

shall be deemed to have been delivered on transmission and
receipt of confirmation of successful transmission during normal
business hours of the recipient, as applicable. As proof of such
delivery it shall be sufficient to produce an activity report of the
senders facsimile machine showing the confirmation of successful
transmission.
The Parties addresses for notice and service are:
Employer:
[]38
[]
[]
Attn: []39
Position: []
Tel.: []
E-mail: []
Contractor:
[]40
[]
[]
Attn: []41
Position:[]
Tel.: []
E-mail: []
17.13 Rules of Interpretation

17.13.1 As used in this Agreement, including means including, for example and without
limitation and other forms of the verb to include shall be interpreted in the same manner.
17.14 Privity
17.14.1 Until completion of the Contractor Works, the Contractor agrees not to perorm any
work directly for the Owner or deal directly with the Owners representatives in connection
with the Wind Farm unless othewise directed in writing by the Employer. All work for the
Wind Farm performed by the Contractor shall be handled exclusively by the Employer.
18.
APPLICABLE LAW AND DISPUTES
38
Insert the name and address of the Employer.

Insert the name and details of the person of the Employer who shall receive notices and such persons
position, telephone number and e-mail address.
40
Insert the name and address of the Contractor.
41
Insert the name and details of the person of the Contractor who shall receive notices and such persons
position, telephone number and e-mail address.
39
Page 59 of 61
v.1.0 (rev.1)
18.1 Applicable Law

18.1.1 This Agreement shall be governed and interpreted in accordance with the
Applicable Law.
18.2 Dispute Resolution and Arbitration

18.2.1 The Parties agree that any dispute, lawsuit, disagreement or claim arising out of the
execution or interpretation of this Agreement, directly or indirectly related to the execution
or interpretation of this Agreement, shall ultimately be settled by the Courts and Tribunals of
.
Page 60 of 61
v.1.0 (rev.1)
IN WITNESS WHEREOF, the Parties sign this Agreement in duplicate to one sole effect on
the Effective Date, each keeping one copy of the same.
[]42
[Employer]
By:
________________________
Name:
Title:
By:
______________________
Name:
Title:
[]43
[Contractor]
By:
_________________________
Name:
Title:
42
43
By:
______________________
Name:
Title:
Insert the name of the Employer.

Insert the name of the Contractor.
Page 61 of 61
v.1.0 (rev.1)

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3.1 Contractor Security

3.3 Contractors Documents. Employers approval.

3.5 Contractor Works

3.6 Standards of Performance

3.7 Health and Safety and Working Hours

3.9 Compliance with Law

Information Provided by Employer

Review by the Contractor

3.15 Inspection, Testing and Rejection.

3.16 Contractors General Obligations

3.17 Technical data and Information

Contractors care of the Contractor Works

4.3 Access to the Site

4.5 Permanent Wind Farm Energisation

5.1 Time for Completion

5.2 Excusable Events

5.3 Consequences of Excusable Events

5.4 Delays in the Milestones set forth in the Time Schedule

6. TEST ON COMPLETION AND TAKE OVER

6.1 Civil Works

6.2 Electrical Works

6.3 Transfer of Title and Risk

7. PRICE AND PAYMENTS

7.3 Method of Payment

7.4 Delayed Payment

8. VARIATION AND ADJUSTMENTS

8.1 Right to vary

8.2 Variation Procedure

9.1 Defects Warranty and Completion of Remedying Defects

9.2 Defect Notification Period

9.3 Extension of the Defect Notification Period

9.4 Failure to remedy Defects

9.5 Further tests

9.6 Technical Assistance

9.7 Warranty Limitations and Exclusions

Definitions and Events of Force Majeure

Effects of Force Majeure

Indemnifications by the Contractor

Indemnifications by the Employer

TERM OF THIS AGREEMENT

TERMINATION OF THIS AGREEMENT

Termination by the Employer

Consequences of Termination by the Employer

Termination by the Contractor

Consequences of Termination by the Contractor

Termination of Turnkey Agreement. Employers Right of Termination

Suspension by the Contractor

15.1 Contractual Liability

General Requirements for Insurance Coverage

Construction All Risk Insurance

Third Party Liability

Insurance for Injuries to Workers

Other Required Insurance

Personal Data Protection

17.13 Rules of Interpretation

APPLICABLE LAW AND DISPUTES

Dispute Resolution and Arbitration

Design Information and Requirements from Employer

Documents to be Executed and Delivered

NOW THEREFORE, in consideration of the mutual promises and covenants contained

Insert name of city where the Agreement is executed.