AZERBAIJAN TERMS AND CONDITIONS 

THE BRANCH OF «AGGREKO (MIDDLE EAST) LIMITED» IN THE REPUBLIC OF AZERBAIJAN – GENERAL TERMS AND CONDITIONS FOR PLANT HIRE

ARTICLE 1
SUBJECT MATTER OF THE CONTRACT

1.1. The Lessee has requested the Lessor to lease the equipment (hereinafter referred to as the “Equipment”) detailed in Appendix I hereof in accordance with the terms and conditions of the Contract and, in consideration of the Lessor’s lease of the said Equipment to the Lessee, the Lessee agrees to pay the Lessor in accordance with the terms and conditions contained herein.

1.2. The Lessee shall submit to the Lessor a copy of its certificate of registration with the appropriate executive authority of the Republic of Azerbaijan, a notarized copy of the Power of Attorney or other document vesting the signatory with the authority to enter into contracts on behalf of the Lessee as well as the most recent excerpt from the Registry of Commercial Legal Entities (obtained not more than a week before conclusion of this Contract), prior to commencement of the lease under the present Contract.

1.3. The following documents shall form part of the Contract:

1. Lease Contract or General Terms and Conditions of Plant Hire;
2. Appendix I: Initial Lease Period and Lease payments;
3. Appendix II: The Proposal of the Lessor for the lease of the Equipment.

ARTICLE 2
DEFINITIONS

2.1. In the Contract the following words and expressions shall, unless the context otherwise requires, have the following meanings:

“Lease Contract or General Terms and Conditions of Plant Hire” shall mean the terms and conditions of contained in this Lease Contract between the Lessor and the Lessee, Appendixes hereto and any subsequent amendments and addenda thereto agreed in writing by the Lessor and the Lessee to form part of the Contract.

“Working day” shall be (8) eight hours unless otherwise specified by the Lessor.

“Lease Charges” shall mean Lease payments and service fee.

“Lease Period” or “Lease Term or Rental/Hire Period” shall be the time from when the Equipment leaves the Lessor’s depot or place where last held until received back at the Lessor’s depot or delivered to another place named by the Lessor, unless otherwise stipulated in the Contract. In cases where transportation is to be arranged by the Lessor and the Lessee is not prepared to accept the Equipment, thus preventing it from leaving the Lessor's base, the Lease Period shall commence from the agreed-upon start date, notwithstanding the physical movement of the Equipment.

“Lessee/ Customer” shall be the Lessee or its successor(s) or legal representatives or assigns.

“Lessor/ Aggreko” shall mean the Branch of Aggreko (Middle East) Ltd in Azerbaijan and who is authorised to enter into contracts for the hire and maintenance of Equipment.

“Invoice” shall be the invoice or invoices sent by the Lessor to the Lessee in respect of charges incurred by the Lessee pursuant to this Contract.

“Equipment or Plant” shall mean all generators, equipment, tools, cable, cable drums, trailers, fuel tanks, machinery, accessories and other items of whatever nature Leased by the Lessee from the Lessor.

“Party” or “Parties” the Lessor and the Lessee shall hereinafter be collectively referred to as the “Parties” and in singular as the “Party”.

“Proposal” Aggreko’s written offer for Plant hire as accepted by the Lessee by conduct or in writing, of which these General Terms and Conditions for Plant Hire form an integral part;

“Site” shall mean the site to which the Equipment is delivered (or to be delivered) on the Lessee’s instructions.
“Scope of Lease” shall mean lease of Equipment and provision of services set out in Appendix I.

“Week” shall mean (7) seven consecutive calendar days.

“Working week” 9.00 am on Monday to 6.00 pm on Friday inclusive.

“Month” shall mean 30 days independently the actual days of calendar month.

2.2. All references in the Contract to Articles are references to the Articles contained in this Contract.

2.3. Words importing the singular only also include the plural and vice versa where the context requires.

2.4. Unless stated elsewhere in the Contract, the conditions stipulated in the Contract shall prevail over the terms of Appendixes.

ARTICLE 3
PARTIES’ OBLIGATIONS

3.1. In consideration of the payments to be made to the Lessor by the Lessee for the lease of Equipment in accordance with the Contract, the Lessor hereby covenants with the Lessee that the Lessor shall duly do and perform all acts and things as may be implied as reasonably necessary to perform and complete the transaction hereunder subject to the terms, conditions and stipulations set forth in this Contract.

3.2. In consideration of the due performance and completion of the transaction hereunder, the Lessee hereby covenants, for itself and its successors and assignees, with the Lessor that the Lessee will timely pay to the Lessor such sums as may become payable to the Lessor in accordance with the Contract.

ARTICLE 4
COMMENCEMENT, DURATION AND SCOPE OF LEASE

4.1. This Contract shall be valid within one (1) year and deemed to be automatically extended for each subsequent period, unless either Party notifies the other Party, in writing and at least 15 (fifteen) days before the validity period of this Contract expires, of its intention to terminate this Contract. The provisions of Articles 9, 10, 11, 13, 16, 19 shall survive the completion date, or the date of premature termination of the Contract.

4.2. Initial lease period is indicated in Appendix I to this Contract. Thereafter, each time the Equipment is leased, Lease period is to be stipulated in a written addendum to this Contract which will form an integral part of this Contract.

ARTICLE 5
GENERAL CONDITIONS OF LEASE

5.1. The Lessor will deliver the Equipment to the Lessee’s Site if requested by the Lessee and at the expense of the Lessee. The Lessor’s and Lessee’s authorized representatives shall sign a Delivery Note on Transfer of the Equipment from the Lessor to the Lessee upon delivery. After signing of the Delivery Note and till the time the Equipment has been returned back to the Lessor’s Site by the Lessee the risks for any loss and/or damage to the Equipment shall be borne by the Lessee irrespective of negligence, misconduct, or cause thereof, and the Lessee shall bear full liability for the loss and damage of the Equipment before the Lessor provided under the Contract and legislation.

5.2. If the Lessor has mobilized the Equipment and informed the Lessee about readiness to deliver, but the Lessee or its Site is not ready to accept the Equipment, the Lessee shall pay to the Lessor a Lease payments provided in the Appendix I (Initial Lease Period and Lease Payments) or in any subsequent addendum to this Contract, and compensate any loss and expenses incurred by the Lessor related to mobilization, transportation from and/or storage of the Equipment in the place where the Equipment was last issued.

5.3. Unless notification to the contrary in writing is received by the Lessor within (3) three working days of delivery on the Site of the Equipment, all Equipment will be deemed to have been delivered and/or constructed in good working condition and to the Lessee’s satisfaction and started to operate for purpose of calculation of Lease Payments for initial Lease Period provided in the Appendix I (Initial Lease Period and Lease Payments) and/or in addendum for relevant Lease Term that will be signed in future.

5.4. The Lessee shall demobilize the Equipment after the completion of the Lease Period or termination of the Contract (whichever is earlier) to the Lessor’s premises or the place nominated by the Lessor and agreed by the Lessee.

5.5. The Lessee shall pay the cost of transport and associated insurance and if required by the Lessor arrange transport of the Equipment from the collection place specified by the Lessor to the Site and return to the collection place so specified on completion of the Lease Period. In the event that the Equipment requires to be transported for the purpose of repair due to failure caused by the Lessee through neglect or improper use, the cost of all transportation necessary to return the unit a collection point appointed by Lessor is to be born by the Lessee. Return of the Equipment to the Lessor must be documented through signing the Handover Act. In the event of any of the Lessor equipment is to be used on a vessel or platform that is operating in the Caspian sea or/and outside the international boundaries of Azerbaijan, the Lessee must present Lessor documents showing that the Lessor has the correct insurance policy in place that will cover the Lessor equipment before any Lessor equipment is to be used. The Lessee can ask Lessor to supply such insurance at an additional cost.

5.6. Neither the Contract nor any rights, benefits or duties or obligations arising hereunder shall be transferred, assigned in part or in whole by the Lessee without the prior written approval of the Lessor. The Lessee may not sublease the Equipment.

ARTICLE 6
MAINTENANCE

6.1. The Lessee shall ensure the safekeeping, maintenance, and proper use of the Equipment during the Lease Period. This includes:

• Regular lubrication and maintenance of the Equipment in accordance with the Lessor's instructions and relevant regulations.
• Operating the Equipment within its rated capacity and in compliance with its specifications, as well as applicable laws and regulations.
• Prohibiting the use of the Equipment in environments with salt water, corrosive chemicals, or other hazardous substances without prior consent from the Lessor.
• Providing a suitable environment for the Equipment's operation, including necessary site preparation.
• Regularly checking lubrication oil and coolant levels, and promptly addressing any defects or damages to the Equipment to prevent breaches of applicable laws or regulations.

The Lessee shall be liable for any damage, loss, or accidents resulting from failure to observe these responsibilities, including the cost of repair, Lease Payments during downtime, and replacement of the Equipment if necessary.

6.2. The Lessee must return the Equipment by 10:00 of the next business day after the last day of the lease period. Unless otherwise stated by the Lessor, the return location shall be the Lessor’s depot .The Lessee shall be absolutely responsible for the return of the Equipment to the Lessor on completion of the Lease Period in the same manner as when delivered on site at the start of the lease period and in good condition fit for the purpose of use, fair wear and tear expected. When the Equipment includes cable, the Lessee shall be responsible for recoiling cable on drums supplied. If the Lessee fails to return the Equipment for any reason whatsoever whether or not involving any negligence or other fault on the part of the Lessee, its servants or agents, then the Lessee shall be liable to the Lessor for:

(I) replacement of the Equipment and the whole cost and expenses associated therewith ; and
(II) Lease Payments for the Equipment until payment of the replacement cost under the Article 6.2 (I) above.

6.3. The Lessee shall allow Lessor’s servants, agents and insurers access to the Equipment at all reasonable times to inspect, test, adjust, maintain, repair or replace the same. The Lessee shall be responsible for providing safe and proper access for such purposes and for delivery and collection of the Equipment and shall be liable for all loss or damage suffered by Lessor or by Lessor’s servants, agents or insurers as a result of the Lessee’s failure to provide or delay in providing safe and proper access. The Lessee shall be responsible for all costs to obtain access to the Site. This includes, but is not limited to registration fees, application fees, licenses and permits.

6.4. The Lessee shall make the Equipment available to the Lessor for the purpose of carrying out routine maintenance or service within one week of the Lessor advising the Lessee of such routine maintenance or service being due. During normal working hours the Lessor will charge the Lessee for such routine maintenance or service (unless otherwise agreed) but if the Lessee can only make the Equipment available for this purposes outside the “Working hours”, then the Lessor reserves the right to charge the Lessee for overtime costs.

6.5. Notwithstanding the terms of Article 6.3., the Lessee shall notify the Lessor when the Equipment has operated for 300 hours since it was last serviced or since the start of the Lease Period whichever is later. If the service is carried out within one week of such notice being received by the Lessor, the costs of such service will be charged at normal rate. If a service is not carried out within one week of the Equipment having operated for 300 hours due to the Lessee’s failure to notify the Lessor as provided in this Article, then the Lessee shall compensate the Lessor for additional wear, tear and damage to the Equipment by paying the costs of the next service and any consequent repairs. If the Lessor fails to service the Equipment within one week of receipt of notification by the Lessee as provided in this Article, then the cost of the next service and any consequent repair cost will be met by the Lessor.

6.6. If the ground is soft or unsuitable for the Equipment to work on or travel over without timbers or equivalents, the Lessee shall supply and lay suitable timbers or equivalents in a suitable position for the Equipment to travel over or work on.

6.7. Fuel, oil, lubricants and coolant when supplied by the Lessee, shall be of a grade and type specified by the Lessor. The Lessee shall be liable for any and all loss or damage arising from or attributed to the unauthorized or non-compliant use of products in the Equipment.

6.8. Subject to clause 6.1, 6.2 and 6.7, breakdowns or defects in Equipment resulting solely from proper ordinary usage or fair wear and tear or the development of an inherent fault or a fault not ascertainable by reasonable examination prior to commencement of the Lease Period may, at the Lessor option, either be repaired at Lessor’s expense and with the least possible delay in which case the Lessee shall not be charged from its notification of breakdown to the Lessor until repair or alternatively the Lessor may replace the Equipment. If repair is impracticable and if replacement Equipment is not available, the Lessor may terminate the Contract forthwith and will not have any liability whatever to the Lessee for such termination or any consequences of breakdown.

6.9. Any breakdown of the unsatisfactory working of any part of the Equipment must be notified immediately to the Lessor and for this purpose no notification shall be effective unless and until it is actually received by the Lessor. The Lessee shall not attempt to effect repairs himself except with express consent of the Lessor.

6.10. No relief from lease charges nor any claims will be accepted by the Lessor for stoppages due to causes beyond Lessor’s control, including without prejudice to foregoing generality bad weather or ground conditions. The Lessee shall be solely responsible for the costs and expenses of recovering any Equipment from soft ground.

6.11. Where an operator is provided with the Equipment, he shall work under the supervision and instructions of the Lessee or its representative and, for the Lease Period, the operator shall be deemed to have been a servant of the Lessee, who shall be responsible for his acts and omissions (including negligent acts, willful misconduct and omissions) as if he were the Lessee’s direct employee. The Lessee shall not permit any other person to operate the Equipment without prior consent in writing.

ARTICLE 7
RIGHTS AND OBLIGATIONS OF THE LESSEE

7.1. The Equipment shall not be moved from the Site to which it was delivered, taken or consigned at the beginning of the Lease Period without the written consent to the Lessor.

7.2. The Equipment or any part thereof shall not be sub-leased, sub-let, or lent to any third party without the written consent of the Lessor and the Lessee shall protect the Equipment against distress execution or seizure and shall indemnify the Lessor against all losses, damage, costs, charges and expenses arising as a result of failure to comply with this Article.

7.3. The Lessee agrees and acknowledges that the Equipment remains the exclusive property of the Lessor and undertakes that the Lessee shall in no circumstances sell, transfer or dispose of (or enter into any agreement to sell, transfer or dispose) or create security, charge, mortgage or otherwise encumber the Equipment, nor without the previous written consent of the Lessor attach the Equipment to any land or premises so as to cause it to become a heritable fixture on such land or premises.

7.4. The Lessee shall be responsible for complying with all relevant laws, by-laws and regulations applicable and incidental to the installation, use and operation of the Equipment, which without prejudice to the foregoing generality shall include IEE regulations. Notwithstanding any provision contained in this Contract, the Lessee shall bear sole liability for the use of the Equipment for any unlawful purpose.

ARTICLE 8
LEASE PAYMENTS

8.1. Payment for the initial Lease Period shall be made by the Lessee on the basis of the Lease Payments provided in the Appendix I

8.2. Lease Payments for the periods after the initial lease period is to be determined in the form of written addendum to this Contract, as is the length of the Lease Period.

8.3. The Lessee shall make prepayment for the lease of the Equipment covering the payment for use of the Equipment during the initial lease period.

8.4. Invoices are due for payment (1) one day after posting to Lessee. In the event that the Lessee fails to pay an invoice after the due date, the Lessee shall indemnify the Lessor for all direct costs and expenses (including all legal costs) incurred by the Lessor to recover late payments or unpaid sums from the Lessee.
All Payments shall be made without any set off or deduction to the account nominated by the Lessor in writing in the invoice.

8.5. The Lessor shall have the right to charge interest at the rate of (5%) five percent per annum above the Bank of England base lending rate from the date on which payment is overdue for next prolonged lease period.

8.6. All financial claims in respect of this Contract shall be submitted within (3) three years of the expiry or termination date of the Contract.

8.7. The invoices raised in USD are subject for payment as per currency rate of Central Bank of the Republic of Azerbaijan on payment date.

ARTICLE 9
DEFAULT BY THE LESSEE

If the Lessee defaults in punctual payment of sums due to the Lessor for the lease of the Equipment or other charges or shall fall to observe and perform the terms and conditions of the Contract, or if the Lessee shall suffer any diligence, distress or execution to be used or levied against it or make or propose to make any arrangement with his creditors or being a company, shall go into liquidation or have a receiver, administrator or administrative receiver appointed to the whole or any part of its assets, and undertaking (including uncalled capital) or shall do or cause to be done or permit or suffer any act, whereby Lessor’s rights in the Equipment may be prejudiced or put into jeopardy, the Lessor shall have the option to terminate the Contract (without any notice or other act on the part of the Lessor and notwithstanding that the Lessor may have waived some previous default or matter of the same or a like nature), and if the Lessor opts to terminate the Contract, it shall thereupon be lawful for the Lessor to retake possession of the said Equipment and for that purpose enter into or upon any premises where the same may be and the determination of the lease under this condition shall not affect the right of the Lessor to recover from the Lessee any monies due to the Lessor under the Contract or damages for breach thereof.

ARTICLE 10
INTELLECTUAL PROPERTY

The Lessee shall not infringe any intellectual property rights including, without limitation, copyright, registered design, or patent which the Lessor may have by seeking to copy any goods or components supplied by the Lessor.

ARTICLE 11
INSURANCE

11.1. The Lessee must at its own expense insure the Equipment and itself against all risks arising from the presence or operation of the Equipment on the Site, including but not limited to loss, damage, fire, flood, terrorism or theft to a value of not less than 100% of the Equipment value and third party and public liability. On or before the start date of the Lease period, the Lessee shall furnish the Lessor with a copy of the relevant insurance policies outlined in this clause, confirming the insurer’s name, policy number and indemnity limits. In the event that the Lessee has not procured adequate insurance, where applicable, the Lessor is entitled to apply insurance obligation waiver (“IOW”) charge until such time as the Lessee fulfils its insurance obligations in accordance with this clause and at the rates stated in the Proposal.

The Lessee may also opt to pay the IOW Charge.
Where the Lessee opts for the IOW and therefore the IOW is applicable, this IOW provides cover only for the cost of labor and spare parts for incidences of loss of or damage to an item of equipment that qualify and is subject to a USD $2,500 excess for each and every incident. For the avoidance of doubt, the IOW does not provide cover for:
1) loss of or damage to ducting, hoses, cable and cable storage: or failure to make the Plant available for servicing;
2) any claims against the Hirer by third parties;
3) responsibility for damage to any of the equipment caused by your deliberate, willful or malicious acts or omissions
4) any transport costs related to repair undertaken.

Any insurance monies recovered by the Lessee in respect of such risks shall, to the extent deemed necessary by the Lessor, be applied as directed by the Lessor.

11.2. If the Equipment is involved in any accident injury to persons or damage to property, immediate notice must be given to the Lessor by telephone and confirmed in writing to the Lessor’s office and in respect of any claim not within the Lessee’s agreement or indemnity in the Article 12.2 hereof, no offer, or promise of payment or indemnity shall be made by the Lessee without the Lessor’s consent in writing.

ARTICLE 12
LIABILITY

12.1. Without prejudice to any other terms of the Contract, the Lessor shall accept liability for solely for damage, loss or injury to the Equipment or for personal injury due to or arising:

(I) Prior to delivery of the Equipment to the Site of the Lessee where the Equipment is in transit by transport arranged or owned by the Lessor;

(II) During erection of the Equipment on the Site provided such erection is entirely within the Lessor’s control;

(III) During dismantling of the Equipment on Site providing such dismantling is in entirely within Lessor’s control.

In addition, the Parties agree that in no event shall the Lessor be held liable under this clause where any claim for loss or damage arises from the acts or omissions of the Lessee (including but not limited to negligence or willful default).

12.2. The Lessor’s liability for any loss or damage arising from or in connection with this contract is limited to 10% of the total value of this contract.

12.3. The Lessee shall be solely liable for and shall hold the Lessor fully indemnified against any loss or damage arising to or in connection with the Equipment or as a result of the use or situation of the Equipment. The Lessee shall fully and completely indemnify the Lessor in respect of all claims by any person whatsoever for injury to person or property caused by or in connection with the use or situation of the Equipment and in respect of all costs and charges in connection therewith arising under the law. The foregoing indemnities shall be effective whether or not the loss, damage or injury arises from any negligence on the part of the Lessee.

12.4.The Lessor shall not in any event be liable to the Lessee for consequential loss, including but not limited to loss of profit and damage to the business reputation, whether or not arising from breach of the Contract, negligence or any other cause on the part of the Lessor and/or the Lessee at or prior to the commencement of the lease for any purpose.

12.5 The Lessee shall be solely responsible for and shall hold the Lessor fully indemnified against all losses, costs, charges, damages and expenses (including legal fees) incurred by the Lessor, arising out of or in connection with the Lessee’s acts or omissions with regards to:
a) any claim by any person whatsoever arising from or in connection with the use or situation of the Equipment arising under law;
b) any violation of any applicable environmental laws, rules or regulations in connection with the discharge, release and/or disposal of any hazardous materials or hazardous substances in the course of the operation, use, handling or transportation of the Equipment;
c) recovering possession of the Equipment or collecting any sums which may be due and payable by the Lessee to the Lessor under the Contract.

12.6 The indemnities contained in this clause shall not apply to the extent that the loss, damage or injury arises from any fraud or negligence on the part of the Lessor.

ARTICLE 13
EXCLUSION OF WARRANTIES

13.1. Save as explicitly set out in this Contract the Lessor makes no representation and gives no warranties – statutory implied or other as to the Equipment itself, nor as to the quality and condition of the Equipment, nor as to its suitable for any particular or general purpose. The Lessor makes no warranty about the ability of the Equipment to provide a constant, uninterrupted supply of electricity. If a constant, uninterrupted supply is required, the Lessee is responsible for ensuring that there is a contingency supply in place on Site in the event that the supply from the Equipment fails.

13.2. The Lessee recognizes and accepts that in entering into the Contract it has not relied on any advice, statement, representation or warranty given by the Lessor, its servants or agents, to the Lessee in relation to the Equipment or its use whether regarding specification, performance, capability or suitability for any purpose.

ARTICLE 14
FORCE MAJEURE

14.1. Neither the Lessor nor the Lessee shall be in breach of the Contract if and for so long as its performance of any obligation hereunder is hindered or prevented due to circumstances beyond its reasonable control, including, but not limited to, strikes or other labor disputes (except where involving the Lessee’s personnel or that of its Affiliates, agents or subcontractors), riot, disasters, sabotage, insurrection, interference by any Azerbaijan or other governmental authority and any Force Majeure affecting either the Lessor or the Lessee. Force Majeure does not include either Party’s breach of contractual obligations or inability to pay.

14.2. The Party experiencing Force Majeure shall give notice to the other Party within 5 days from the date it becomes aware of any such cause, stating the particulars thereof. The notifying Party shall promptly give further notice if its performance of any such obligation is no longer hindered or prevented as aforesaid. The time for performance of such obligation, and any other obligations as are conditional upon such performance, shall be extended by the period between each of the said notices provided that the notifying Party shall make reasonable efforts to perform such obligation prior to the time for performance extension as aforesaid.

14.3. In the event of the occurrence of any cause set out in this Article 14 and such cause prevails for a period in excess of fifteen (15) days, the Parties agree to meet forthwith to mutually agree the way forward. If after seven (7) days (22 days after commencement of Force-Majeure) the agreement has not been reached on the way forward, then either Party shall have the right to cancel the Contract. Any Force Majeure occurrence shall never be just cause to withhold any payment due under this Contract.

14.4. Proper confirmation of Force-Majeure circumstances coming into effect and their duration is considered to be certifying document of the relevant government agency of the country wherein Force-Majeure occurs.

ARTICLE 15
CONFIDENTIALITY

15.1. The Parties shall undertake the responsibility to keep all the information presented to each other, or obtained during the execution of this Contract fully confidential.

15.2. No Party under this Contract shall disclose any information about another Party, its activity, conducted negotiations, etc. to any third parties in a written or verbal form without written consent of the other Party.

15.3. The Lessee understands that all the information directly or indirectly related to the Lessor or its contractors or sub-contractors or its or their employees or visitors or agents, or any information directly or indirectly related to the activity of the Lessor or its contractors or sub-contractors or its or their employees or visitors or agents, any drawings, specifications and documentation access to which has been granted by the Lessor as well as any other information disclosed to or discovered by the Lessee in the process and/or as a result of fulfillment of this Contract shall be deemed confidential information (hereinafter referred to as “the Confidential Information”). The Lessee shall ensure that its contractors or sub-contractors or its or their employees or visitors or agents shall not:

• make any announcement, or issue any circular, in connection with the Confidential Information without prior written consent of the Lessor;

• divulgate Confidential Information to any third party without prior written consent of the Lessor;

• use any Confidential Information for any purposes, except for the performance of this Contract;

• to reproduce, copy, disclose to, place at the disposal of or use on behalf of any third party or enable any third party to peruse, copy or use any Confidential Information.

15.4. The Lessee’s obligations under this Article 15 shall not apply to information which is or becomes part of the public domain not by fault of the Lessee or its contractors or sub-contractors or its or their employees or visitors or agents.

15.5. The Lessee’s obligations under this Article 15 shall continue in force notwithstanding the expiry, repudiation or any termination of this Contract.

15.6. The Lessee understands that any default by the Lessee and/or any unauthorized disclosure or use of the Confidential Information by the Lessee or by its contractors or sub-contractors or by its or their employees or visitors or agents may cause the Lessor irreparable harm. The Lessee hereby agrees to protect the Confidential Information in a reasonable and appropriate manner and in accordance with applicable professional standards.

15.7. Provisions of this Article 15 shall survive the expiation/Force date of the Contract and shall remain in force for all the period of existence of the Parties hereof.

15.8. Without prejudice to all the above stated the Lessee shall have the right to disclose the Confidential Information as per official request of the governmental authority in accordance with the legislation of the Republic of Azerbaijan.

ARTICLE 16
TERMINATION

16.1. Either Party has the right to terminate the Contract at any time if the other Party ( the defaulting Party) or or any guarantor of the defaulting Party becomes insolvent, bankrupt, enters into administration or liquidation;

16.2. Lessor can unilaterally terminate the Contract in following cases with 10 days advance notice without compensation to the Lessee:

16.2.1. the Lessee misuses the Equipment;

16.2.2. the Lessee worsens or damages the Equipment;

16.2.3. the Lessee fails to make timely payment at least once or makes partial payment;

16.2.4. the Lessee fails to repair the Equipment;

16.2.5. the Lessee commits a material breach of this Contract.

16.2.6. the Lessor’s anticipated or actual performance of the Contract is, or would be: (i) illegal; or (ii) would breach the UK Bribery Act (2010) or the US Foreign Corrupt Practices Act (1977); or (iii) breach international sanctions imposed on either party by a competent regulatory authority responsible for regulating the either Party, their parent companies, shareholders, directors or employees.

16.3. In the event of termination of the Contract by the Lessee, the Lessor’s consent to the Lessee’s possession and use of the Equipment shall terminate. The Lessor or its authorized representative may, without notice and at the Lessee’s expense, retake possession of the Equipment and, for this purpose, enter the Site or any premises at which the Equipment is located. Without prejudice to any other rights or remedies of the Lessor, the Lessee shall pay to the Lessor, on demand after the signing of the Handover Act provided in Article 5.1, the Lessee agrees to reimburse the Lessor the Lease Charges for the whole Lease Period

16.4. In the event of termination of the Contract by the Lessee prior to the signing of Handover Act provided in the Article 5.1, the Lessee agrees to reimburse the Lessor for all costs incurred up to the date of termination.

16.5 If, during the lease period, the Lessor has a reasonable suspicion that a breach of the Contract on the grounds of interfering with the Lessee’s ownership of the Equipment, theft of or damage to the Equipment, the Lessor shall have the immediate right, whether or not this Contract shall have been terminated pursuant to Section, to re-enter the Site and immediately repossess the Equipment to enable removal from the Site without the need for a court order. The Lessor shall be under no liability for or by any reason of any such entry, repossession or removal. The re-entry or taking of possession of the Equipment by the Lessor shall be construed as an election on the Lessor’s part to terminate this Contract without the requirement of a written notice of such election be given to the Lessee.
The Lessor’s repossession of the Plant shall not under any circumstance be deemed a waiver of Lessor’s rights to payment. If the Customer defaults on this Contract, the Lessor can still accept any payments owed without giving up any rights reserved under the Contract regarding the existing default. Accepting payments does not mean the Lessor waives their rights to take action for the default.

ARTICLE 17
ADDENDUMS AND AMENDMENTS

All addendums and amendments to the Contract are valid if they are made in written form and signed by the Parties of the Contract.

ARTICLE 18
WAIVER

None of the provisions of the Contract will be considered waived by the Lessor unless such waiver is given in writing by the Lessor. No such waiver shall be a waiver of any past or future defaults, breach or modification of any of the terms, provisions, conditions or covenants of this Contract, unless expressly set forth in such waiver.

ARTICLE 19
SEVERANCE

If any provision of the Contract is rendered by legislation or declared void by court decree or order, the remaining provisions shall Nott hereby be affected and shall remain in full force and effect.

ARTICLE 20
APPLICABLE LAW AND SETTLEMENT OF DISPUTES

20.1. The Contract shall be governed by and construed in accordance with the laws of the Republic of Azerbaijan.

20.2. The Parties hereto agree that any dispute arising out of or in connection with this Contract that may not be settled by the way of discussions between the Parties shall be subject to the settlement by appropriate courts of the Republic of Azerbaijan with the implementation of the legislation of the Republic of Azerbaijan.

ARTICLE 21
NOTICE

Any notices to be given by either Party hereunder may be given by delivery or by sending the same by recorded delivery post or by first class letter post addressed to the other Party’s last known mail address, or by facsimile transmission to the other Party’s last known facsimile number, or by е-mail to the other Party’s last known е-mail address. A notice shall be deemed to have been received in the case of delivery, at the time of delivery, in the case of recorded delivery post or first class letter post upon the expiry of (48) forty eight hours from the time the same was properly addressed, stamped and posted. In the case of facsimile transmission, upon transmission subject to receipt by the sender of a transmission report indicating that all pages of the notice have been transmitted to the correct facsimile number, and in the case of е-mail at the expiry of four hours from the time of sending a property addressed е-mail provided that if an E-mail notice is sent outwit the hours of 5 am to 1 pm on Monday to Friday inclusive (“Weekdays”), it will be deemed to have been received at 9 am on the next succeeding Weekday if sent after 1pm or at 9 am on that Weekday if sent on that Weekday prior to 5 am.