Form 1: Standard T and O/Master Purchase Order For

POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

PURCHASE ORDER ((

PURCHASE ORDER NO. ______Re : ______Date: ______

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

Invoice to:

Seller: Buyer: POSCO ENERGY Co., Ltd. ______Fax: ______Fax: ______

Goods (add schedule if further space required) Date Date Delivered of Required Delivery Terms Ship Via to Buyer at Order

Description Item Quantity of Good Unit Price Amount

Subtotal: Freight: Tax: Total Price: TOTAL AMOUNT DUE : POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

THE ATTACHED STANDARD TERMS AND CONDITIONS ARE INCORPORATED HEREIN AND FORM PART OF THIS PURCHASE ORDER AND THE AGREEMENT CONSTITUTED BY THE ACCEPTANCE HEREOF. THIS PURCHASE ORDER HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND HAS BEEN EXECUTED AND DELIVERED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY.

BUYER: ______SELLER: ______

By: ______By: ______

Print Name: ______Print Name: ______

Title: ______Title: ______

Date: ______Date: ______POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

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

2. Contract Documents: The Purchase Order, including any exhibits or attachments, and these Standard Terms and Conditions comprise the complete and final agreement between Buyer and Seller (the “Contract Documents”) concerning its subject matter, and supersede all prior negotiations, proposals, representations, commitments, understandings, or agreements between the parties, either written or oral. No other agreement, quotation, or acknowledgment in any way modifying any of the Contract Documents will be binding upon Buyer unless made in writing and signed by Buyer’s authorized representative.

3. Taxes and Compliance with Laws: Seller shall deliver to Buyer the goods described in the Purchase Order free and clear of any liens, encumbrance, taxes of any kind, including but not limited to income and sales taxes, and customs and import duties, and in strict compliance with all applicable laws and regulations. Seller shall arrange for all necessary inspections and approvals by governmental officials. Seller shall, and shall cause each of its subcontractors and the agents and employees of each of them to, comply with all provisions of the Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 and 2) of the United States and relevant anti-bribery laws of a country in which performance under this Purchase Order take place in the performance under the Purchase Order, and shall not take any action that could result in Buyer or any of its affiliates becoming subject to any action, penalty, or loss of benefits under such Act or such relevant laws.

4. Seller’s Representations: Seller represents that it is financially solvent, holds marketable title to the goods and the right to convey them, and that the goods sold are unencumbered and free from security interests and liens.

5. Warranty: In addition to any warranties in the Contract Documents and any rights and remedies at law or in equity that Buyer may have, Seller expressly warrants that the goods shall be free from defects in material, workmanship, and design, and conform strictly to the stricter of the specifications and descriptions set forth in the Contract Documents or in Seller’s catalogs, product brochures, or other representations, depictions, samples, or models of the goods. The goods shall be new, unless otherwise specified, and of first- class quality. The goods shall be unconditionally warranted for twelve (12) months after acceptance by Buyer. All warranties are in addition to any other rights of Buyer and shall survive inspection, delivery, acceptance, and payment. Without relieving Seller of any of its obligations under the POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

Purchase Order, Seller shall assign in full, and without cost to Buyer, all warranties, if any, from Seller’s subcontractors that are applicable to the goods, and deliver such assigned warranties with the goods.

6. Delivery: Shipment and delivery shall be in strict accordance with the instructions contained in the Contract Documents. In cases where freight is to be paid by Buyer, all goods shall be shipped by Seller via the particular route specified by Buyer if Buyer has specified a route in the Contract Documents; otherwise, the difference in freight and extra cost in cartage shall be at Seller’s sole expense. The terms of delivery of the Purchase Order shall be governed by the latest provisions of the Incoterms issued by the International Chamber of Commerce. A packing slip shall be included with each shipment of goods hereunder. Buyer reserves the right to accept or reject, in whole or in part, partial or excess deliveries of goods. TIME IS OF THE ESSENCE IN SELLER’S PERFORMANCE OF THE PURCHASE ORDER.

7. Payment Terms: In the absence of contrary payment terms in the Purchase Order, and subject to the terms of the Purchase Order, amounts properly payable under the Contract Documents and not otherwise disputed by Buyer will be paid by Buyer within thirty (30) calendar days after receipt and acceptance of the goods by Buyer and an invoice therefor. Amounts payable under the Purchase Order shall be invoiced by Seller and paid by Buyer in U.S. dollars.

8. Books and Records; Audit: Seller shall, and shall ensure that its subcontractors shall, maintain a true and correct set of records pertaining to all activities relating to the Seller’s performance under the Purchase Order, and all transactions related thereto during the term commencing upon the execution of the Purchase Order and expiring three (3) years after completion of Seller’s performance under the Purchase Order, or such greater period of time as may be required under applicable law. Any representative(s) authorized by Buyer may audit all such records of Seller and its subcontractors at any time during the term of the Purchase Order and during the three-year (3-year) period after completion of performance. Seller shall cooperate fully with Buyer during the audits performed hereunder, including furnishing Buyer with copies of all requested documents. Buyer shall have the right to obtain statements from Seller’s personnel in the course of such audits.

9. Patent or Proprietary Rights: Seller warrants that the sale and use of the goods will not infringe any patent, copyright, trademark, intellectual property rights, or proprietary interests of third parties. SELLER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS BUYER AND ITS DIRECTORS, OFFICERS, AND EMPLOYEES (“BUYER INDEMNIFIED PARTIES”), AND USERS OF THE GOODS AGAINST ALL SUITS AT LAW OR IN EQUITY AND FROM ALL DAMAGES, CLAIMS, AND DEMANDS FOR ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, INTELLECTUAL PROPERTY RIGHTS, OR PROPRIETARY INTERESTS OF THIRD PARTIES BY POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

REASON OF THE USE OR SALE OF THE GOOD. SELLER SHALL AT ITS EXPENSE DEFEND ALL SUCH CLAIMS AND SHALL PAY ALL CHARGES OF ATTORNEYS AND CONSULTANTS AND ALL COSTS AND OTHER EXPENSES ARISING THEREFROM. Buyer in its sole discretion may return to Seller for full refund any actually or allegedly infringing good.

10. Buyer’s Remedies upon Discovery of Defects: Upon discovery of any good that is not in accordance with the Contract Documents, at Buyer’s option, Buyer may, in addition to any other remedies available under the Contract Documents, in equity or at law, either (a) reject the defective good by sending written notice to Seller or (b) require Seller to replace or repair the good to a condition acceptable to Buyer. Any repaired, modified, or replaced good shall be additionally warranted against defects for twelve (12) months after completion of such repair, modification, or replacement of a defective good and final acceptance by Buyer is made. If Buyer rejects the defective good and if the same is in Buyer’s control, Buyer will, to the extent it is commercially reasonable, hold the rejected good (for a reasonable time period under the circumstances) for Seller’s inspection and instruction and, if Seller so directs, return same at Seller’s expense, all at Seller’s risk. Upon Buyer’s rejection, Buyer may cover the same with another supplier, and Seller agrees to pay Buyer on demand for all loss, damage, costs, attorneys’ and consultants’ fees, and other charges incurred or made by Buyer in connection with such replacement order. Upon Buyer’s exercise of its option to have Seller replace or repair the defective good, Seller shall immediately, after receiving notice from Buyer of such, proceed, at Seller’s sole cost and expense, to replace or repair the good, including providing parts, freight, and labor for removal and reinstallation, to the satisfaction of Buyer.

11. Termination for Convenience: Buyer shall have the right to terminate any Purchase Order, in whole or in part, without the consent or fault of Seller for the convenience of Buyer at any time upon written notice to Seller. In such event, and subject to the terms of the Purchase Order, Buyer shall be responsible for payment of only those goods received and accepted by Buyer. Seller shall be entitled to any costs or expenses incurred during or in the process of tendering goods to the carrier pursuant to the delivery terms under the Purchase Order; provided that Seller has taken all reasonable measures to mitigate such costs or expenses after receipt of such notice of termination from the Buyer.

12. Termination for Default: Buyer shall have the right to terminate any Purchase Order, in whole or part, at any time, if Seller: (a) fails to make any delivery in accordance with the agreed delivery date; (b) fails to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to the Purchase Order; (c) fails to make progress so as to endanger, based on a reasonable prudent person standard, full and timely performance of the Purchase Order; or (d) is subjected to any proceedings by or against it in bankruptcy or insolvency, for appointment of a receiver or trustee, or for an assignment for the benefit of its creditors. If Seller’s financial position deteriorates to such an extent that in Buyer’s opinion Seller’s capability POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

adequately to fulfill Seller’s obligations under any Purchase Order has been placed in jeopardy, Buyer may require from Seller prompt delivery of a financial statement (to contain such reasonable information as Buyer may request) for the purpose of determining Seller’s financial responsibility. In the event of a termination for such default, Buyer shall be entitled to any and all damages, losses, costs, and expenses incurred by Buyer arising out of or resulting from such default.

13. No Assignment: Seller shall not assign or transfer its rights, delegate or sublet its performance in whole or in part under the Contract Documents, or assign or transfer funds due hereunder, without Buyer’s prior written consent. Any attempted assignment or delegation without prior written consent shall be void and shall constitute a material breach of the Contract Documents. The Contract Documents shall be binding upon Seller and Buyer and their respective successors and permitted assigns.

14. Indemnity: TO THE MAXIMUM EXTENT ALLOWED BY LAW, SELLER SHALL INDEMNIFY, DEFEND (AT BUYER’S OPTION), AND HOLD HARMLESS THE BUYER-INDEMNIFIED PARTIES AGAINST ALL LOSS, DAMAGE, LIABILITY, COST, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, ANY INJURY OR DEATH TO ANY PERSON OR DAMAGE TO ANY PROPERTY) RESULTING FROM OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR NONPERFORMANCE OF THE CONTRACT DOCUMENTS BY SELLER OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY SELLER OR ANYONE FOR WHOSE ACTS SELLER MAY BE LIABLE (INCLUDING NEGLIGENCE AND CONCURRENT NEGLIGENCE), EXCEPT TO THE EXTENT SUCH LOSS, DAMAGE, LIABILITY, COST, OR EXPENSE IS CAUSED BY ANY OF THE BUYERINDEMNIFIED PARTIES. BUYER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO CONTROL THE DEFENSE OR SETTLEMENT OF ANY CLAIM OR LAWSUIT COVERED BY SELLER’S INDEMNITY HEREUNDER AND, AT BUYER’S OPTION, SELLER SHALL, AT SELLER’S EXPENSE (A) DEFEND ALL ACTIONS BASED THEREON, OR (B) PAY BUYER ALL ATTORNEYS’ AND CONSULTANTS’ FEES AND ALL COSTS AND OTHER EXPENSES ARISING FROM THE DEFENSE AND SETTLEMENT THEREOF BY THE BUYER-INDEMNIFIED PARTIES.

15. Governing Law: The validity and interpretation of the Contract Documents and of the rights and obligations of Buyer and Seller shall be governed and construed according to the laws of Republic of Korea, without giving effect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract Documents.

16. Dispute Resolution: Any claim, dispute, controversy, difference, disagreement, or grievance (of any kind or type, whether based on contract, tort, statute, regulation or otherwise) arising out of, connected with, or relating in any way to the Purchase Order (including the construction, POSCO ENERGY Co., Ltd. Abbreviated Standard Purchase Order for Goods

validity, interpretation, termination, enforceability, or breach of the Purchase Order)(“Dispute”) not resolved through negotiation within thirty (30) calendar days from the date such notice of Dispute has been delivered from one party to the other shall be decided by arbitration pursuant to this Article 19. Arbitration of any Dispute shall be brought exclusively in Korean Commercial Arbitration Board(“KCAB”). Arbitration shall be conducted by three (3) arbitrators appointed in accordance with the rules of KCAB, and the award from the board of arbitration shall be final and binding on the parties. The parties may refer such award to any competent court for the purpose of enforcing it. If any Dispute arises under the Contract Documents, Seller shall, unless otherwise directed by Buyer in writing, continue to prosecute the Work pending resolution thereof by the courts or mutual agreement of Buyer and Seller.

17. Miscellaneous: The terms “include,” “includes,” and “including,” or variants thereof mean “including without limitation,” unless expressly stated to the contrary. No course of dealing between the parties or any waiver of a breach of any provision of the Contract Documents shall constitute a waiver of any other breach or of such provision. Should any provision of the Contract Documents be held invalid or unenforceable, the remaining terms will remain in full force and effect, consistent with the terms of the Contract Documents taken as a whole. Seller is an independent contractor and not an agent of Buyer. The Purchase Order may be signed in any number of counterparts and each counterpart (when combined with all other counterparts) shall represent a fully executed original as if one copy had been signed by all of the parties. Facsimile signatures shall be deemed as effective as original signatures. Articles 4, 5, 8, 9, 10, 11, 13, 14, and 15 shall survive termination or expiration of the Purchase Order, in addition to any other provisions which by their nature should, or by their express terms do, survive beyond the termination or expiration of the Purchase Order.

 Short Form PO를 작성하기 위하여 기본적으로 들어가야 하는 Liquidated Damages for delay, confidentiality, performance guarantee 등은 삽입되지 않았 습니다. 필요에 따라 Full blown standard PO에서 인용하여 사용하시기 바랍 니다.