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PURCHASE ORDER TERMS AND CONDITIONS

Liberty Latin America is a company which provides telecommunications services through its operating companies in , Chile, the and Latin America. These terms and conditions apply to the following companies and any other Affiliate which belongs to the Liberty Latin America group of companies. The list of companies is not meant to be exhaustive and may be updated from time to time. If your Contracting Affiliate (as defined below) is not listed, please reach out to your local Procurement office.

Cable and Wireless () Limited Cable & Wireless Limited Telecom House PO Box 6 PO Box 77, The Valley, Anguilla , Commonwealth of Dominica

Cable & Wireless Limited Cable & Wireless Limited PO Box 1516 PO Box 119, The Carenage Clare Hall, St John’s, Antigua St George’s, Grenada

Cable & Wireless () Limited Cable & Wireless Limited Windsor Lodge Government Hill 2 - 6 Carlton Crescent St. Michael, Barbados PO Box 21, Kingston 10, Jamaica

Cable and Wireless (BVI) Limited Cable and Wireless (West Indies) Limited PO Box 440, Road Town, PO Box 219 , British , VG1110 Sweeney’s,

Cable and Wireless () Limited Liberty of Puerto Rico LLC PO Box 293 279 Ponce de Leon Ave One Technology Square, Eastern Avenue San Juan, Puerto Rico 00918-1485 Grand Cayman, KY1-1105 Cayman Islands

Cable & Wireless St. Kitts & Nevis Limited Cabletica SA PO Box 86, Cayon Street Sabana Oeste, Frente Estadio , St. Kitts Nacional, San José, 10101

Cable & Wireless (St. Lucia) Limited VTR Globalcom S.A. Corinth Av. Apoquindo No 4800 Gros Islet, St. Lucia Chile

CWI Caribbean Ltd Windsor Lodge, Government Hill St Michael, Barbados

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Chile C&W Networks Chile SpA Columbus Networks de Panamá S. de R.L. Avenida Isidora Goyenechea 2800, Costa del Este, Edificio Capital Plaza Piso 11, Piso 43 Las Condes, Santiago de Chile oficina 1102 Panamá, Rep. de Panamá

Columbus Networks de Colombia, Limitada Columbus Networks Marítima de Panamá S. Av. Cra. 45 No. 108-27 Torre 3, Piso 9, de R.L. Bogotá, Colombia Costa del Este, Edificio Capital Plaza Piso 11, oficina 1102 Panamá, Rep. de Panamá Columbus Networks Zona Franca, Limitada Av. Cra. 45 No. 108-27 Torre 3, Piso 9, Columbus Networks Centroamérica S. de Bogotá Colombia R.L Costa del Este, Edificio Capital Plaza Piso 11, Lazus Colombia S.A.S. oficina 1102 Panamá, Rep. de Panamá Carrera 24 No. 1A-24, Edificio BC Empresarial, Piso 12 Puerto Colombia, Telecomunicaciones Corporativas Atlántico, Colombia, Barranquilla Panameñas S.A. Costa del Este, Edificio Capital Plaza Piso 11, oficina 1102 Panamá, Rep. de Panamá Columbus Networks S.A. de C.V. Edificio Avante local 4-09 Urb. Madre Selva, Lazus Perú S.A.C. Antiguo Cuscatlán Av. Jorge Basadre 310, Of. 802, San Isidro. La Libertad, El Salvador Lima, Perú

Columbus Networks de , Columbus Networks Puerto Rico, Inc. Limitada Avenida La Reforma 9-55, Zona 10, Liberty Tower 279 Ave Ponce de León Esq. Edificio Reforma 10, Nivel 5, Oficina 510, Ave. Roosevelt San Juan, PR 00918 Guatemala, Guatemala Columbus Networks Venezuela S.A. Columbus Networks de S. de R.L. Centro Lido, Av. Fco. de Miranda El Rosal. Condominio Metrópolis, Torre No. 1 Cuarto Caracas, Venezuela Piso, Bulevar Suyapa, , Honduras Columbus Networks USA, Inc 15950 West Dixie Highway North Miami Columbus Networks de México S.R.L. Beach, Florida 33162 Paseo de los Tamarindos #150-PB Bosques de las Lomas México, D.F 05120 México A.Sur Net, Inc. 15950 West Dixie Highway North Miami Columbus Networks y Compañía Beach, Florida 33162 Limitada Residencial Los Robles, Plaza El Sol, 2c. sur, Columbus Networks Telecommunications 1c. este, 1c. norte y 1c. este. Casa No. 82, Services USA, Inc. , Nicaragua 15950 West Dixie Highway North Miami Beach, Florida 33162

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ARCOS-1 USA, Inc. Columbus Communications (St. Lucia) 15950 West Dixie Highway North Miami Limited Beach, Florida 33162 Providence Building, 1st Floor Rodney Bay, St. Lucia Columbus Networks USA (2015), Inc. 15950 West Dixie Highway North Miami Columbus Communications Curacao NV Beach, Florida 33162 Kaya Angel J. Leanz 26

Willemstad, Curaçao Skyonline Maya-1, LLC

15950 West Dixie Highway North Miami Beach, Florida 33162 Columbus Telecommunications (Barbados) Limited 6th Floor, CGI Tower Cable and Wireless St. Vincent and the Warrens, St Michael, Barbados, BB12001 Grenadines Limited

Halifax Street , St. Vincent & the Grenadines Columbus Communications (Grenada) Limited Cable and Wireless (TCI) Limited Grenville Street, P.O. Box 725 PO Box 78, Leeward Highway St. George, Grenada, W.I. Providenciales,

Columbus Communications Jamaica Limited Bahamas Telecommunications Company Courtleigh Centre Building Limited 6-8 St. Lucia Ave., Kingston 5, Jamaica PO Box N3048 John F. Kennedy Drive Nassau, New Providence, Cable & Wireless Panamá S.A. Vía España, Ed. Condominio Plaza Internacional, Columbus Communications Trinidad Limited Torre B, Ciudad de Panamá, Fifth Floor, Newtown Centre, 30-36 Maraval Ciudad de Panamá, Road, Newtown, Trinidad Columbus Networks de Costa Rica S.R.L. Edificio Meridiano 6to Piso San Rafael Kelcom International (Antigua and Barbuda) Escazú, San José, Costa Rica Limited PO Box W1624 Long Street, Antigua Columbus Networks Wholesale de Costa Rica S.A. Edificio Meridiano 6to Piso San Rafael Columbus Communications St. Vincent and Escazú, San José, Costa Rica. 2 072318 the Grenadines Limited

Lower Bay Street Kingstown, St. Vincent and the Grenadines

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Columbus Networks Dominicana, S.A. United Telecommunications Services Av. Gustavo Mejía Ricart, Esquina Abraham Eastern Caribbean N.V. Lincoln, Corporativo 2010, Piso 11 Suite Codville Webster Road 2 1101, Piantini, , República Philipsburg Dominicana

Fiberco N.V. Berg Arrarat 1 ColumbusNetworks de Ecuador S.A. Av. Republica de El Salvador N36-140 Curaçao Edif. Mansión Blanca Casilla Postal, 170505 United Telecommunications Services Sint Quito, Ecuador Maarten N.V. Codville Webster Road 2 Liberty Mobile Puerto Rico Inc. Philipsburg 279 Ponce de Leon Ave Sint Maarten San Juan, Puerto Rico 00918 Windward Islands Cellular Company N.V. Liberty Communications of Puerto Rico LLC Mathew Levenstone Street # 6 279 Ponce de Leon Ave San Juan, Puerto Rico 00918 Dutch Caribbean United Telecommunications Services N.V. Berg Arrarat 1 Network Technology Group N.V. Willemstad Brooks Towers Harbour View 0 Suite 5 Curaçao Philipsburg Sint Maarten Antelecom N.V. Berg Arrarat 1 Radcomm Corporation N.V. Willemstad Codville Webster Road 2 Curaçao Philipsburg Sint Maarten United Telecommunications Services – branch T.V. Distribution Services N.V. Kaya Grandi 32 Santa Rosaweg 89 Willemstad Bonaire Curaçao

International Data Gateway N.V. Network Technology Group S.A.R.L. Berg Arrarat 1 24, Rue de la République Willemstad Marigot 97150 Curaçao Saint Martin

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UTS Caraibe FWI S.A.R.L. 24, Rue de la République Marigot 97150 Saint Martin

GENERAL TERMS AND CONDITIONS OF goods or services delivered, and to whom. A PURCHASE copy of the delivery note, signed by the buyer or consignee, is returned to the seller or consignor 1. DEFINITIONS In these conditions: "Affiliate" as a proof of delivery. "Goods" means all those means with respect to any entity, any other goods and materials described in the Order. entity controlling, controlled by or under “Liberty Latin America” means Liberty Latin common Control with such entity. “Commercial America Ltd. and its successors and assigns. Invoice” means a formal document used to "Order" means Contracting Affiliate’s purchase transfer title of Goods and/or Services from order for the supply of the Goods and/or supply Supplier to Buyer. "Conditions" means the of Services. "Price" means the total price of the standard terms and conditions of purchase set Goods and/or Services. "Services" means the out in this document and includes any special services described in the Order. “SOW” means terms and conditions agreed in writing between the Statement of Work which shall include the Contracting Affiliate and the Supplier. "Contract" scope of works, pricing and other information means the contract for the sale and purchase of relating to the Goods and/or Services and which the Goods and/or Services formed by the may form part of a Supplementary Contract. Supplier's acceptance of the Order which, "Specification" means the plans, drawings, data however made or communicated, shall be and other technical information relating to the deemed made subject to these Conditions unless Goods and/or Services. "Standards" means the otherwise expressly agreed in writing between safety and technical standards of the Goods the parties. “Contracting Affiliate" means the and/or Services referred to in the Specification. Affiliate noted on the Order, which shall be any “Supplementary Contract” means a written of the companies listed above or any other which agreement between Contracting Affiliate and belongs to the Liberty Latin America group of the Supplier used to replace the Conditions set companies, and its successors and assigns. out in this document and/or enhance the "Control" means that a person possesses, specifications of the Goods and/or Services directly or indirectly, the power to direct or described in the Order. "Supplier" means the cause the direction of the management and person, firm or company to whom the Order is policies of the other person, whether though the addressed. "Writing" includes telex, cable, ownership of voting shares, control of the board facsimile transmission, electronic mail and of directors by contract or otherwise and comparable means of communication. “Working “Controls” and “Controlled” shall be interpreted Day” means any day other than Saturday, accordingly. "Delivery Address" means the Sunday, or any public holiday in the jurisdiction address for delivery stated on the Order. of incorporation of Contracting Affiliate or of the "Delivery Note" means a document Supplier. accompanying the delivery of goods or services that defines the Order the delivery is made 2. BASIS OF PURCHASE OR ENGAGEMENT (a) The against, lists the description, and quantity of the Order constitutes an offer by Contracting

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Affiliate to purchase the Goods and/or acquire subsequent re-inspection and/or testing the Services subject to these Conditions. The including, without limitation, in respect of travel Order shall constitute the only authorised form and accommodation. of offer on the part of Contracting Affiliate and, 4. DELIVERY OF GOODS/PROVISION OF SERVICES unless otherwise stated herein, any written or (a) The Supplier shall deliver the Goods to and verbal communication by other means from the Services shall be performed at the Delivery Contracting Affiliate shall not constitute any Address during normal working hours unless form of offer or commitment on the part of specified otherwise in the Order. In the event Contracting Affiliate, save and except where the that the Supplier delivers the Goods to the Supplier and Contracting Affiliate enter into a wrong address or performs the Service at the Supplementary Contract and/or SOW. These wrong address, Contracting Affiliate reserves the Conditions shall apply to the Contract to the right to refuse to accept delivery at that address exclusion of any other terms and conditions on and/or to charge the Supplier for the costs of which any quotation has been given to subsequent transfer. Contracting Affiliate shall Contracting Affiliate or subject to which the not be liable for the safe custody or safe return Order is accepted or purported to be accepted of Goods delivered after the agreed delivery date by the Supplier. (b) The Order will be considered or to any location other than that specified on accepted when such acceptance is received in the Order. (b) The Supplier shall deliver the writing from the Supplier or after five (5) working Goods and/or perform the Services during the days following the date of issue to the Supplier, delivery or performance period or on the whichever is earlier. (c) Notwithstanding the delivery date stated on the Order. Time foregoing, the Order may substitute for these stipulated for delivery of the Goods or Conditions one or more Supplementary performance of the Services shall be of the Contracts explicitly referred to in the Order essence. (c) Without prejudice to 4 (g), in the document. event of delivery being delayed by any cause 3. INSPECTION AND TESTING OF GOODS PRIOR beyond the reasonable control of the Supplier, TO DELIVERY (a) Contracting Affiliate shall be provided that the Supplier shall give Contracting entitled to:- (i) inspect and test the Goods during Affiliate notice in writing immediately of such their manufacture, processing or storage at any delay, Contracting Affiliate shall grant the reasonable time at the Supplier's works or at the Supplier such extension of time as Contracting premises of subcontractors and the Supplier Affiliate may in its sole discretion consider shall afford to Contracting Affiliate all such reasonable. (d) The Supplier shall properly pack facilities as may be reasonably required by and secure the Goods, and all dispatches must Contracting Affiliate; and (ii) require one or more bear the Contracting Affiliate order number and samples to be submitted for inspection and any other information explicitly requested by testing prior to dispatch of the Goods. (b) Such Contracting Affiliate. The Supplier shall be liable inspection and testing shall not constitute for any damage incurred due to poor or acceptance by Contracting Affiliate and does not insufficient packaging. Contracting Affiliate shall relieve the Supplier or any subcontractor of any not be obliged to accept delivery in installments. responsibility under the Order, whether implied (e) If for any reason Contracting Affiliate is or expressed. (c) In the event that any of the unable to accept delivery of the Goods at the Goods fail inspection and/or testing, Contracting time when the Goods are due and ready for Affiliate reserves the right to charge the Supplier delivery in accordance with sub-clause (b) above any costs incurred by Contracting Affiliate for the Supplier shall store the Goods, insure and

6 safeguard them and take all steps to prevent definitions of Incoterms 2010. (i) The Supplier their deterioration until their actual delivery and shall provide all relevant documentation at the Contracting Affiliate shall be liable to the moment of delivery (in the case of Goods) or Supplier for the reasonable costs (including upon commencement of performance (in the insurance) of so doing. (f) Contracting Affiliate case of Services), including as a minimum a shall be entitled to reject any of the Goods or Commercial Invoice in 2 copies detailing exactly Services delivered which are not in accordance what was delivered and to where and any with the Contract, and shall not be deemed to applicable Specification. Where the Commercial have accepted any Goods or Services until Invoice is a summary of the title being Contracting Affiliate has had a reasonable time transferred, then a detailed Delivery Note must to inspect or approve them following delivery or supplement the Commercial Invoice. In addition, performance or, if later, within a reasonable the Supplier must provide any other time after any latent defect in the Goods has documentation explicitly requested by become apparent. In the event of over-supply of Contracting Affiliate or required to ensure Goods, the Supplier shall entirely at his expense efficient transportation/exportation of Goods. arrange with Contracting Affiliate the Where Services are delivered and invoiced on a appropriate return or disposal of the Goods. (g) periodic basis, a Delivery Note must be sent Delivery of the Goods or performance of the when each invoice is submitted. Services shall be made or completed no later 5. TITLE AND RISK (a) Subject to Clause 5(c) than the delivery date stated on the Order and below, title and risk of damage to or loss of the the Supplier shall be liable to Contracting Goods shall pass to Contracting Affiliate only Affiliate for any loss or damage, whether direct, upon actual delivery of the Goods to the Delivery indirect or consequential, if it is delayed or Address or such other address as Contracting prevented, in whole or in part, from delivering Affiliate shall have specified in writing without the Goods or performing the Services or prejudice to any right of rejection which may otherwise performing its obligations under the accrue to Contracting Affiliate under these Contract for any reason whatsoever except and Conditions. Any loss or damage to the Goods only to the extent where the Supplier can prior to that time shall be borne by the Supplier. demonstrate that it is so delayed or prevented as (b) If the Supplier postpones delivery at the a direct result of reasons outside its reasonable request of Contracting Affiliate pursuant to control. Without prejudice to its other rights or Clause 4 (e) above, title in the Goods shall pass remedies, Contracting Affiliate reserves the right to Contracting Affiliate seven days (7) after the to impose a fee of up to 0.2% of the value of the date of receipt of notification from the Supplier Order per day to a maximum of 10% of the Value that the Goods are due and ready for delivery or of the Order, or partially or completely reject the on such other date as may be agreed in writing Order if the specified delivery date (including any between the parties but the Goods shall remain extension of time under 4(c)) is not complied at the Supplier's risk until delivery. (c) Where with. (h) Unless otherwise agreed with Contracting Affiliate pays for all or part of the Contracting Affiliate, all Goods obtained from Goods prior to delivery, title in those Goods paid outside of the Caribbean shall use Contracting for (but not risk) shall pass to Contracting Affiliate’s nominated freight forwarding Affiliate on the date of payment. (d) Where company. Contracting Affiliate shall be liable for Services are provided, all work done thereon the payment of all freight and associated shall vest in Contracting Affiliate at delivery, charges. Shipping terms will comply with the unless otherwise specifically stated on the

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Order. (e) Where the provision of Goods and/or invoice for the Goods and/or Services, whichever Services involves the generation of Intellectual is the later. (f) Any payment or spend Property, the rights to this shall pass to commitment not supported by an Order will not Contracting Affiliate with the title, unless be paid by Contracting Affiliate. (g) Invoices must otherwise specifically stated on the Order. be issued in the currency stated on the Order. Any deviation will make the invoice invalid and 6. PRICE AND PAYMENT (a) Subject to the sub- return to the Supplier for re-submission. (h) All clauses below, Contracting Affiliate shall pay the invoices shall be presented within 6 months of Supplier the Price in accordance with the acceptance of final delivery, after such time payment terms set out in the Order. (b) The Price Contracting Affiliate reserves the right to refuse shall be inclusive of any applicable Tax both payment of some or all of the Order. (i) The those indicated by territorial Laws and Supplier must provide all information requested regulations or by any jurisdiction applicable to from time to time by Contracting Affiliate on all subject transaction and of all charges for invoices, including specifically the Order packaging, packing, shipping, carriage, reference, invoices must be sent to the address insurance, delivery of the Goods to the Delivery indicated on the Order, and reflect the correct Address (all of which shall be identified Contracting Affiliate billing entity as stated on separately in any documentation). (c) the Order. Contracting Affiliate will return Notwithstanding anything else herein contained, invoices which have no Order reference. the Supplier agrees that it shall be responsible Incorrectly addressed invoices may be subject to for payment of all taxes properly payable by it, delay in payment. (j) Any agency fees due to local including but not limited to withholding taxes, agents must be paid in advance of Goods and/or and the Supplier further acknowledges that Services being dispatched/performed. The Contracting Affiliate may, if statutorily obligated, Supplier shall be liable for any demurrage caused remit payment of such taxes directly to the by the Supplier’s local agents delaying clearance applicable taxing authority from the payment of Goods. (k) On request, the Supplier shall due to the Supplier. Supplier will not charge provide periodic statements of invoices and Contracting Affiliate or gross up or add onto any payments to Contracting Affiliate to support fees to Contracting Affiliate for amounts reconciliation. The periodicity shall be defined at properly withheld by Contracting Affiliate and the time of request. remitted by Contracting Affiliate to the relevant authority. Contracting Affiliate shall if so 7. WARRANTY, GUARANTEE AND required provide to the Supplier receipts of such REPRESENTATIONS (a) The Supplier warrants payments in the name of the Supplier within that the Goods and or Services:- (i) will be of such period as may be reasonable in the good and merchantable quality and fit for the circumstances, of such payments being made to purpose which they are designed to fulfill and for the applicable taxing authority. (d) Contracting any purpose made known expressly or impliedly Affiliate reserves the right to set off against the by Contracting Affiliate to the Supplier and will Price any sums owed by the Supplier to conform in all respects with the terms of the Contracting Affiliate under the Contract or Order; (ii) will be free from defects in design, otherwise. (e) In the event that no payment materials and workmanship; (iii) will conform to terms are stated, Contracting Affiliate shall pay the Standards and the Specification; and (iv) will for the Goods and/or Services ninety (90) days comply with all statutory requirements and following the receipt and acceptance of the regulations relating to the sale of the Goods and Goods and/or Services, or receipt of a valid or Services. (b) The Supplier also warrants that

8 all reasonable care and skill has been used in repair to Contracting Affiliate's satisfaction all or manufacturing the Goods or providing the any part of the work applying to the Service Services (as the case may be) and that it shall found to be faulty by reason of workmanship or perform its Services in a timely manner. (c) The any defective material provided by the Supplier Supplier warrants that the sale or use of the within the warranty period. The Supplier further Goods and or Services does not infringe any represents, warrants and covenants to patent, design right, copyright, trademark, trade Contracting Affiliate that (i) it will perform the name or other intellectual property right. (d) Services in accordance with Good Industry Notwithstanding that Contracting Affiliate has Practice; (ii) it will provide suitable, qualified and inspected and accepted the Goods, the Supplier experienced personnel to carry out the Services shall guarantee the Goods for a period of twelve or tasks related to the provision of the Services; (12) months or the period defined in the (iii) it will provide the Goods and or Services in a Manufacturer’s warranty, whichever is longer, timely and efficient manner; (iv) none of the from the date of delivery to Contracting Affiliate Goods and or Services and Contracting Affiliate’s and shall investigate the cause of faults and use thereof infringe or will infringe any promptly repair to Contracting Affiliate's Intellectual Property Rights of any third party; (v) satisfaction or replace without charge to it will provide the Goods and or Services at the Contracting Affiliate all or any part of the Goods location or such other location as may be found to be faulty by reason of defective reasonably required by Contracting Affiliate; (vi) material, design or workmanship within the it will at all times comply with all applicable warranty period. If within the warranty period health and safety rules, laws and regulations (vii) the Goods are found to be faulty after their the Goods and/or Services will conform with all partial or complete installation, the Supplier descriptions and Specifications provided to shall be liable for any costs incurred to de-install Contracting Affiliate by the Supplier; and (ix) the faulty Goods and reinstall the replacement the Goods and or Services will be provided in Goods. Contracting Affiliate shall arrange accordance with all applicable legislation from dispatch of the Goods to the Supplier in the time to time in force, and the Supplier will inform manner agreed with the Supplier, at the Contracting Affiliate as soon as it becomes aware Supplier’s risk and expense, and the Supplier of any changes in that legislation. shall deliver the repaired Goods or replacements 8. LIABILITY AND INDEMNITY (a) In addition to free of costs to the destination specified by and without prejudice to the generality of these Contracting Affiliate. (e) All Goods shall have the Conditions, the Supplier undertakes to keep Manufacturer´s relevant warranty which shall be Contracting Affiliate fully indemnified against all registered in the name of Contracting Affiliate liability, loss, damage, costs and expenses regardless of whether bought directly from the (including legal expenses) awarded against or manufacturer or through a distributor. The incurred or paid by Contracting Affiliate resulting relevant documentation shall be provided with directly or indirectly at any time from:- (i) any the Goods on delivery. (f) Notwithstanding that damage to Contracting Affiliate's property and Contracting Affiliate has inspected and accepted any claims for loss or injury to any third party or the work applying to the Service(s), the Supplier the property of any third party by reason of the shall guarantee the work applying to the Service Supplier's negligence or any act or omission on for a period of twelve (12) months from the date the part of employees, subcontractors or agents of delivery to Contracting Affiliate and shall of the Supplier arising out of the execution of the investigate the cause of faults and promptly Order and to adequately insure against this

9 liability; and (ii) any defect or fault discovered in for any advertisement, announcement or the Goods including, without limitation, defects publicity without the prior written consent of in design, materials and workmanship; and (iii) Contracting Affiliate. (b) The Specification and all failure of the Goods and or Services to conform information supplied therewith, both of which to the Standards and the Specification; and (iv) contain copyright material, shall remain the failure of the Goods and or Services to comply property of Contracting Affiliate and are with all statutory requirements and regulations confidential. The Supplier shall not without the relating to the sale of the Goods or Services; and prior written consent of Contracting Affiliate use (v) any claim for infringement of any patent, the Specification except for the purpose of the design right, copyright, trademark, trade name Order and shall not communicate such or other intellectual property rights which arises information to third parties except insofar as as a result of the sale or use of the Goods, except may be necessary for the purpose of the Order. to the extent that the claim arises from The Supplier will ensure that third parties who compliance with that part of the Specification are given confidential information keep that supplied by Contracting Affiliate; and (vi) information confidential. (c) On completion of delivery of the Goods and or Services after the the Order or the termination of the same, at the delivery period or delivery date stated on the request of Contracting Affiliate, the Supplier Order. (b) Contracting Affiliate shall not be liable must return to Contracting Affiliate the to the Supplier in an action based on breach of Specification and any other documentation contract or tort (or otherwise) for any loss of supplied. (d) In the event that any personal data revenue, business, contracts, or profits: or any (as defined in accordance with the data indirect or consequential loss, howsoever protection and privacy laws and regulations arising. Contracting Affiliate’s aggregate liability applicable to the parties) is processed by one arising out of or in connection with any Contract party on behalf of the other party under or in shall be limited to the Price under that Contract. connection with this Order, the party so (c) Nothing in these Conditions shall limit the processing shall: (i) process the personal data liability of either party for death or personal only on behalf of the other party, and only for injury resulting from negligence or for fraud. the purposes of performing its obligations under this Order, and only in accordance with 9. REGULATIONS AND LABELLING The Supplier instructions received; and (ii) at all times ensure shall be responsible for compliance with all that appropriate technical and organisational relevant laws and regulations, including those of measures will be taken against unauthorised or any country where the Goods or Services are to unlawful processing of personal data and against be delivered or, to the knowledge of the accidental loss or destruction of, or damage to, Supplier, ultimately resold or used, and the personal data. Supplier shall ensure that the Goods when delivered to Contracting Affiliate are labeled in 11. TERMINATION (a) Without prejudice to any such a way as to ensure the safety which a claim or right it might otherwise make or person is entitled to expect from the Goods. exercise Contracting Affiliate shall have the right forthwith to terminate the Contract and/or 10. CONFIDENTIALITY AND DATA PROTECTION Order by summary notice if the Supplier commits (a) The parties shall treat the Order as any breach or non-observance of any of the confidential and, in particular, the Supplier shall Conditions, including a failure to deliver during not make use of the name Contracting Affiliate the delivery period or by the due date, or the name of Contracting Affiliate's customers whereupon Contracting Affiliate shall be

10 entitled: (i) to return to the Supplier at the the balance of the Order shall be considered Supplier's risk and expense any of the Goods terminated. already delivered or reject any of the Services 12. NOTICES All notices, demands, or other performed and to recover from the Supplier any communications under this Order shall be given monies paid by Contracting Affiliate in respect of or made in writing and shall be delivered such Goods and/or Services; (ii) to recover from personally or sent by certified or registered mail the Supplier any additional expenditure incurred (airmail, if appropriate) or sent by international by Contracting Affiliate in obtaining other Goods overnight courier, with return receipt requested, and/or Services in replacement of the Goods addressed to the other party at the address set and/or Services. (b) Contracting Affiliate shall be out in the Contract and/or Order or at such other entitled to terminate the Contract and/or Order address as may be designated by notice from without liability to the Supplier by giving such other party. Any notice, demand or other summary notice to the Supplier if:- (i) the communication given or made by mail in the Supplier makes any voluntary arrangement with manner prescribed in this paragraph shall be its or becomes subject to an administration deemed to have been received five (5) working order or goes into liquidation (otherwise than for days after the date of mailing. Any notice, the purpose of amalgamation or reconstruction); demand or other communication given or made or (ii) an encumbrancer takes possession, or a by international overnight courier shall be receiver is appointed of any of the property of deemed to have been received seventy-two (72) the Supplier; or (iii) the Supplier ceases, or hours after deposit with such international threatens to cease, to carry on business; or (iv) courier. Contracting Affiliate reasonably apprehends that any of the events mentioned above is about to 13 SPARES SUPPORT The Supplier shall keep occur in relation to the Supplier and notifies the spare parts for the Goods for a period of ten (10) Supplier accordingly. (c) Contracting Affiliate years from the date of the Order and where the shall be entitled to cancel the Contract and/or Goods or spare parts thereof are to be made Order in respect of all or part only of the Goods obsolete, the Supplier will give Contracting and/or the Services by giving notice to the Affiliate at least twelve (12) months' notice in Supplier at any time in which event Contracting writing. This should be complied with unless Affiliate's sole liability shall be to pay to the otherwise detailed on the Order. Supplier the portion of the Price for the Goods and/or Services which have been shipped or 14. FREE ISSUE MATERIALS (a) When materials or delivered (in accordance with the applicable items are issued on a free issue basis the Supplier Incoterms) prior to the date of cancellation. undertakes to replace at its own expense any Contracting Affiliate shall have no further liability such materials or items scrapped in excess of any to the Supplier as a result of any such scrap allowance given. All free issue materials or cancellation. (d) Contracting Affiliate and the items shall remain Contracting Affiliate's Supplier may mutually agree to terminate the property and all work done thereon shall Order by giving thirty (30) days’ notice in writing immediately vest in Contracting Affiliate. (b) All to the other party. In the event that any Goods scrap arising from free issue materials or items and/or Services specifically defined in the Order shall be disposed of in accordance with have already been delivered, then Contracting Contracting Affiliate's instructions and the Affiliate and the Supplier shall agree the proceeds of sale of any such scrap shall be treatment of these Goods and/or Services and credited to Contracting Affiliate.

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15. ASSIGNMENT/SUB-CONTRACTING (a) The intermediaries is an official or representative of Supplier shall not assign or sub-contract the any government or is a candidate for such Order, the Contract or any part of it without the position. Supplier for itself and on behalf of prior written consent of Contracting Affiliate. (b) Supplier’s representatives represents and In any case where the Contract is assigned or warrants that they and their respective sub-contracted in accordance with Clause 15(a) directors, officers, employees, agents, above, the Supplier will ensure that the assignee contingent workers, contractors, or sub-contractor, as the case may be, agrees to subcontractors, suppliers, vendors or be bound by the Contract and these Conditions, intermediaries shall not directly or indirectly and such assignment or sub-contract shall in no make any offer, payment, promise to pay or way limit or affect the obligations or liability of authorize the giving of anything of value to any the Supplier hereunder. public official for the purpose of influencing an act or decision of a public official or any other 16. AMENDMENTS No amendment, person; including without limitation, inducing a interpretation or waiver of any of the provisions decision, inducing a decision not to act, inducing of the Order, the Contract or these Conditions a person to use his or her influence to affect a shall be effective unless made in writing and government act or decision or other business signed by the authorized representatives of decision in connection with any Liberty Latin Contracting Affiliate and the Supplier. America business. Supplier further warrants and 17. ENFORCEMENT The failure to enforce or to represents that the provisions of this paragraph require the performance at any time or times of shall be incorporated into any subcontracting or any of the provisions of the Contract or these other agreement Supplier awards to any Conditions shall not be construed to be a waiver Supplier Representative for all or any portion of of such provision, and shall not affect either the the Goods and/or Services to be provided under validity of the Contract or these Conditions or the Contract and/or Order. any part thereof or the right of any party Supplier shall designate those Supplier’s thereafter to enforce each and every provision in Representatives responsible for the delivery of accordance with the terms of the Contract and the Goods and/or Services under the Order these Conditions. and/or Contract to complete training on Anti- 18. FCPA Supplier and all of Supplier’s Corruption Laws and other provisions of the Representatives (as defined in clause 19 below) Liberty Latin America Business Partner Code of shall not violate the Foreign Conduct. If Supplier conducts its own Corrupt Practices Act of 1977 (“FCPA”) or any compliance training in these areas, such training other applicable laws regarding bribery or may suffice upon Supplier providing Liberty Latin corrupt practices (together with the FCPA, “Anti- America with evidence of the training schedule Corruption Laws”). Supplier for itself and on and completion percentages for such training behalf of all of Supplier’s Representatives Upon request from Liberty Latin America, warrants and represents to Liberty Latin America Supplier shall certify its and Supplier’s that they shall follow and abide by all Anti- Representatives compliance with the Liberty Corruption Laws. Supplier for itself and all of Latin America Business Partner Code of Conduct Supplier’s Representatives warrants that none of as described in clause 19 below and Anti- their respective directors, officers, employees, Corruption Laws. Supplier must timely agents, contingent workers, contractors, communicate to Liberty Latin America - through subcontractors, suppliers, vendors or

12 our SpeakUp hotline www.lla.com/speakup - any to the Supplier. (g) Travel expenses will be billed actual or suspected violation of the provisions of in accordance with the Liberty Latin America this paragraph by Supplier or any of Supplier’s Contractor Travel and Expense Policy at the Representatives. Any violation of this clause or Supplier’s cost and will be exclusive of applicable clause 19 below by Supplier or any of Supplier’s sales or similar Taxes. Contracting Affiliate will, Representatives may result in the immediate in accordance with the Liberty Latin America termination of this Agreement for cause as Contractor Travel and Expense Policy, pay all determined by Liberty Latin America, in its sole reasonable and pre-approved travel expenses discretion. incurred by the Supplier and documented by receipts. The Supplier agrees to abide by Liberty 19. COMPLIANCE WITH POLICIES (a) Supplier and Latin America’s then current travel policy, as all of Supplier’s affiliates, directors, officers, may be updated from time to time. However, if employees, agents, contingent workers, the Supplier can obtain better pricing through contractors, subcontractors, suppliers, vendors use of its own travel provider, the Supplier will or intermediaries (together, “Supplier’s first contact Contracting Affiliate’s travel Representatives”) shall conduct business legally, administrator for direction. ethically and in compliance with the principles set forth in the Liberty Latin America Business 20. U.S. OPERATIONS AND CUSTOMER DATA If Partner Code of Conduct. A copy of the Liberty the Goods and/or Services are related to Latin America Business Partner Code of Conduct operations or equipment in, or serving is located at http://lla.com/business-partner- customers in, the United States and its code-of-conduct.html; (b) the Supplier will Territories, or to records involving customers, or ensure that, at all times, Supplier Personnel services provided to customers, in the United clearly identify themselves as personnel of the States and its Territories, the Supplier shall Supplier and not employees of Contracting comply with all of the requirements set forth in Affiliate. This will include any and all the Schedule titled U.S. OPERATIONS AND communications, oral, written or electronic; (c) CUSTOMER DATA, which may be accessed unless otherwise specified by Contracting through https://www.lla.com/suppliers. Affiliate from time to time, Supplier personnel 21. ISAE 3402 / SSAE 18 REPORTS will only access such Contracting Affiliate facilities during the normal working hours; and Each year starting the year ended 31 December (d) the Supplier will ensure that, upon request of of the year the Order is accepted in accordance Contracting Affiliate, Supplier personnel provide with clause 2 aobve, the Supplier shall at its own and/or display the Supplier-issued photo cost appoint an internationally reputable identification. (e) The Supplier will comply with independent external auditor (“Auditor”) to Liberty Latin America’s policies, processes, prepare and deliver to LLA an SSAE 18 SOC 1 procedures and standards of Liberty Latin Type 2 report (“SOC Report”) which shall cover America (the “LLA Policies”). (f) Liberty Latin at a minimum all such systems, controls and America may amend any LLA Policies or add new reports relating to LLA and its affiliates and group requirements as LLA Policies, in its discretion. If companies’ financial reporting environment. The Liberty Latin America amends any Liberty Latin SOC Report must clearly articulate all data entry America Policy or adds any new requirements as and exit points pertaining to such environments a Liberty Latin America Policy, Liberty Latin accessible by the Supplier, its agents and America will promptly provide notice of such personnel. amendment or new Liberty Latin America Policy

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The SOC Report shall explicitly list the names of the laws of the jurisdiction of origin of the Order standard reports covered by the attestation and and the parties hereby submit to the non- its associated controls, including at a minimum exclusive jurisdiction of the courts of country of all standard reports leveraged by LLA. origin of the Order in relation to any legal action or proceedings arising out of or in connection The SOC Report shall include all subservice with the Contract. organizations within the scope of auditor’s opinion. Either the Supplier reviews the 23 NO AGENCY None of the parties to the subservice organizations SOC reports as part of Contract are the agent or representative of any their controls or, if the subservice provider does other party to the Contract. Contracting Affiliate not have the required SOC Report, the Supplier reserves the right to temporarily or permanently must independently perform sufficient testing of cease commercial relations with any supplier in the subservice providers control environment as breach of this requirement. The parties are to ensure the controls are operating effectively. independent parties and this Contract does not The Supplier shall at its own cost provide LLA the make the parties principal and agent, partners, SOC Report for each subservice organizations employer and employee nor does it create a joint when available. venture.

If components of the SOC Report do not meet 24. REPRESENTATIONS AND WARRANTIES Each LLA reporting requirements, the Supplier will party to the Contract represents and warrants supplement the report with the missing required that it has the full legal right, power and components based on feedback from LLA for the authority to perform its obligations under the current period. The SOC Report will be modified Contract and these Conditions and that the for subsequent periods. person executing the Contract has been duly authorised to sign the Contract on behalf of such The SOC Report shall have a minimum coverage party. of nine (9) months during the respective calendar year and be accompanied by a bridge 25. SEVERABILITY In the event any one or more letter to cover the remaining period through to of the provisions contained in the Contract or the end of the calendar year. Both the SOC these Conditions shall for any reason be held to Report and the bridge letter shall be provided to be invalid, illegal or unenforceable in any LLA no later than fifteen (15) days after the respect, such invalidity, illegality or calendar year-end. unenforceability shall not affect any other provision of the Contract or these Conditions, Prior to engaging a new Auditor, the Supplier but the Contract or these Conditions shall be shall obtain LLA prior written agreement to the construed as if such invalid, illegal or selection of its proposed Auditor and the scope unenforceable provision had never been set of the SOC Report with LLA. If LLA does not agree forth herein, and the Contract and these to the appointment of the Supplier's proposed Conditions shall be carried out as nearly as Auditor or scope of the SOC Report, the Supplier possible according to their original terms and and LLA shall jointly agree on an alternative intent. appointment and scope. 26. SPECIAL CONDITIONS Where special 22. GOVERNING LAW The Contract and the conditions are stated on the face of the Order, relationships of the parties in connection with such special conditions shall apply equally with the subject matter of the Contract will be these Conditions, except that where there is any governed by and determined in accordance with

14 inconsistency between the two, the special conditions stated on the face of the Order shall apply.

27. INSURANCE The Supplier will maintain in force appropriate insurances to cover its liabilities under this Order and will on the written request of Contracting Affiliate from time to time provide Contracting Affiliate evidence of such Insurance. The Supplier will during the term of the Contract and for a period of one year thereafter do nothing to invalidate any such insurance policy or to prejudice Contracting Affiliate's entitlement under it.

28. ORDER OF PRECEDENCE Without prejudice to Clause 26 (Special Conditions), in the event of any conflict or inconsistency between the terms of the Contract and these Conditions or the Order the terms of the Contract shall prevail and in the case of any conflict or inconsistency between the terms of these Conditions and the Order, the terms of these Conditions shall prevail. In the event of any conflict or inconsistency between the terms of a Supplementary Contract and/or a SOW and these Conditions, the terms of the Supplementary Contract and/or SOW shall prevail.

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