orden de compra bariven

INSTRUCTIONS FOR FREIGHT FORWARDER:PLEASE CONTACT SUPPLIER FOR INLAND SHIPPING DETAILS

TERMS OF DELIVERY : EXW FACTORY TZPAYMENT TERMS. : Payable immediately Due net CURRENCY : USD

P.O. General CommentsStandard Terms & Conditions attached in the RFQ 6000335081/UD64005412

THIS IS A RUSH REQUEST, PLEASE DO ALL POSSIBLE TO IMPROVE DELIVERY*************************************************************

IF SUPPLIER FAILS TO PROVIDE A P.O. ACKNOWLEDGMENT WITHIN THESPECIFIED PERIOD (48 HOURS), THEN SUCH P.O. SHALL BE DEEMEDACCEPTED BY SUPPLIER.

PRICE AND DELIVERY QUOTED MUST BE HELD FIRM THROUGH DELIVERY*************************************************************

BUYER NAME:CHRISTIAN MALDONADOE-MAIL:[email protected]****************************************************************

YOUR REFERENCE: 409-2981-COUR REFERENCE: RFQ N 6000335081/UD64005412

DELIVERY ARO: 90 DAYS AFTER FIRST PAYMENT

DELIVERY TERMS: EX WORKS TANZANIA,USA,CHINA,CANADA,GERMANY

BARIVEN,S.A.c/o PDVSA Services, B.V.Purchasing Agent (BE00)President Kennedylaan 192517 JK The Hague The Netherlands

SUPPLIER:Derwick Associates, S.A.MMG Tower, Piso 16, Calle 53, Urb.PANAMAPANAMAPOSTAL CODE: 0000000000 PO BOX: 0000000000SALESPERSON / PHONE: Pedro Trebbau Lopez/(507) 667 7612FAX: 2168002

INSTRUCTIONS FOR SUPPLIERS :FOR SHIPPING INSTRUCTIONS CALL:

DHL GLOBAL FORWARDING CONTROL TOWERTEL 31-180 485888 FAX 31-180 [email protected]

DELIVERY DATE : March,31 2010

Purchase order5100077213

DATE :December,30 2009CONTACT PERSON :CHRISTIAN MALDONADTELEPHONE HOLLAND : +31703488606E-MAIL ADDRESS:[email protected]

YOUR REF. 409-2981-C

PDVSA SUPPLIER CODE: 350015280

1 N/A GE TM2500. Capacity 22 MW ISO. Dual Fuel. Mounting on Trailer. GeneratorSynchronous 3P, Air Cooled, 13.8 KV 60Hz. 4 PC Tanzania

N/A GE 4 x TM2500 Training for operators and maintainers. N/A PC USAN/A Setp up transformer 75MVA. HV 115KV (Y). LV 13.8KV (D). NLTC 5 positions.

(SIPORORO ) 2 PC CHINAN/A GE 4 xTM2500 Accesories for one Year of operation. 1 Set PC USA

2 N/A Rolls Royce Trent60. Capacity 58MW ISO. Dual Fuel. Mounting Type: Fixed.Generator Synchronous 3P, air Cooled, 13.8 KV 60Hz. 4 PC USA-Canada-Germany-China

N/A 4 x Rolls Royce Trent60 Training for operators and maintainers. N/A PC USAN/A Setp up transformer 150MVA. HV 115KV (Y). LV 13.8KV (D). (BARINAS) 2 PC USAN/A Rolls Royce Trent60 Accesories for one year of operation. 1 Set PC

USA-CANADA-UK3 N/A Pratt & Whitney FT-4C-1D. Capacity 50MW ISO. Dual Fuel. Mounting Type: Fixed.Generator Synchronous 3P, air Cooled, 13.8 KV 60Hz. 2 PC USA

N/A 2 x FT-4C-1D Training for operators and maintainers. N/A PC USAN/A Setp up transformer 75MVA. HV 115KV (Y). LV 13.8KV (D). NLTC 5 positions. ( LA

FRIA) 2 PC CHINAN/A Pratt & Whitney FT-4C-1D accessories for one year of operations. 1 Set PC

USA4 N/A GE LM2500. Capacity 22 MW ISO. Dual Fuel. Mounting Type: Fixed. GeneratorSynchronous 3P, Air Cooled, 13.8 KV 60Hz. 1 PC USA

N/A 1 x LM2500 Training for operators and maintainers. N/A PC USAN/A Step up transformer 36MVA. HV 115KV (Y). LV 13.8KV (D). NLTC 5 positions

(SIPORORO) 1 PC CHINAN/A LM2500 Accesories for one year of operation1 Set PC USA

Shipping MarksBARIVEN, S.A./PDVSA PETROLEO / EYP OCCI5100077213/UD64005412

LAS-LA SALINAvia :MARACAIBO, VENEZUELAPRIORITY LEVEL: 3FIELD EXPEDITING: YINSPECTION FLAG: Y

______________________________________________________________________________________

ITEM MATERIAL QUANTITY UNIT DESCRIPTION UNIT PRICE TOTAL PRICE__________________________________________________________________________________________________________

00001 4 UNIT,CAPACITY: 22 MW 19.025.843,51 76.103.374,04

Harmonized Tariff Code : 8502391000

Material purchasing textCAPACITY: 22 MW ISO

SUPPLIER:Derwick Associates, S.A.MMG Tower, Piso 16, Calle 53, Urb.PANAMA


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FUEL: DUAL

MOUNTING TYPE: ON TRAILER.

GENERATOR: SYNCHRONOUS 3P, AIR COOLED, 13.8 KV. 60 HZ.

INCLUDE ALL ACCESSORIES AND EQUIPMENT TO CORRECT OPERATION.INCLUDES FILTER HOUSE SYSTEM FILTERS FITTED RETAINERS OF DUST, HIGHEFFICIENCY FILTERS, INERTIAL SEPARATORSAND HOODS RAIN GUARD, CONTROLROOM EQUIPPED WITH ALL THE INSTRUMENTATION SYSTEMS AND PROTECTION UNITINCLUDES VIBRATION MONITORING SYSTEM, TEMPERATURE, PRESSURE AND CONTROLSYSTEM TURBINE AND MOTOR CONTROL CENTERAND FIRE PROTECTION SYSTEM.SHOULD BE PROVIDED WITH ALL THE LUBRICATION AND COOLING SYSTEMS NEEDED.SYSTEM MUST BE EQUIPPED TO HANDLE THE EXHAUST GAS. FIREPLACE ANDSILENCERS.

SHOULD BE PROVIDED WITH SYNCHRONISM SWITCH IN 13.8 KV SF6.MUST BE EQUIPPED WITH "ON LINE" CLEANING AND SOAP WASH SYSTEM.

IT IS MANDATORY FOR THE SUPPLIER TO PROVIDE ALL THE MAIN AND AUXILIARYSYSTEMS THAT GUARANTEE A RELIABLE AND SAFE OPERATION OF THE EQUIPMENT.EXCEPTIONS IN THIS MATTER WILL NOT BE ADMITED.

SPARE PARTS FOR ONE YEAR OF OPERATION:



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PARTS MUST BE PROVIDED TO ENSURE OPERATION OF THE UNIT UP TO A YEAR.INCLUDES FILTERS, INSTRUMENTATION, ELECTRONIC BOARDS AND EQUIPMENT TOENSURE THE CONTINUOUS OPERATION OF THE UNIT. THE PARTS LIST MUST BEAPPROVED BY PDVSA.

TRAINING FOR OPERATORS AND MAINTAINERS:

HANDS-ON TRAINING FOR OPERATORS, MAINTAINERS AND SUPERVISORS.EXPERIENCED INSTRUCTORS, USING SPECIAFLY DEVELOPED TRAINING MATERAIS,PROVIDE A FIRM GROUNDWORK OF BASIC THEORY, PLUS ADVANCED CONCEPTS WITH

CLASSROOM AND HANDS-ON TRAINING.

ADDITIONAL NOTE:

IT REQUIRES THAT THE EQUIPMENT IS FULLYOPERATIONAL BY NO LATER THAN 90CALENDAR DAYS.

Additional technical specs.corrections noted by the supplier and approved by end useramendment # 1Pages 3, 5, 7 and 9 stating .IT IS MANDATORY FOR THE SUPPLIER TO PROVIDE ALL THE MAINAND AUXILIARY SYSTEMS THAT GUARANTEE A RELIABLE AND SAFE OPERATION OF THE EQUIPMENT.EXCEPTION IN THIS MATTER WILL NOT BE ADMITTED.. We will provide all the requiredequipment for the proper operation of the gas turbine packages sold under thisPurchase Order, however, certain parts or auxiliary components are considered part ofthe BOP for the power plant, like for example, the transformers, SF6 breakers, and



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water treatment and forwarding skids. Another example is in the case of TM exhaustswhich are included as part of the P&W units, however, for some of the other unitsincluded as part of this Purchase Order, they do not include the TM exhausts which areoptional to be included as part of the EPC work performed under separate contract. ES CORRECTO EL COMENTARIO. EL RESTO DE LOS AUXILIARES SERAN INCORPORADOS EN EL IPCPARA LA INSTALACION.

amendment # 2refers to the SF6 breaker which is not included in our scope. Also, references aremade to .On Line. water wash but please note that only .offline. water wash isincluded in our scope. Also, any references to auxiliary systems that guaranteereliable and safe operation should be part of the BOP not included in our scope -water treatment and forwarding skids were specifically excluded.

ES CORRECTO LO INDICADO. LO NO COTIZADO SERA INCORPORADO EN EL IPC.

amendment # 3

Pages 4, 6, 8 and 10 stating .IT REQUIRES THAT THE EQUIPMENT IS FULLY OPERATIONAL BYNO LATER THAN 90 CALENDAR DAYS.. This statement should be clarified as this PurchaseOrder is for equipment only and does not include engineering, construction,installation and commissioning services. We would be pleased to perform these EPCservices under a separate contract. We do agree that the equipment which is subjectto this Purchase Order will be ready for shipment in 90 days or less after we are inreceipt of the purchase price. Any references to training services is an option andis not included in the scope or purchase price under this Purchase Order.

ES CORRECTO LO INDICADO Y ESTA CLARAMENTE ESPECIFICADO EN LA OFERTA. EL TIEMPO DE 90DIAS SE REFIERE AL TIEMPO DE ENTREGA MAXIMO DE LAS

UNIDADES TURBOGENERADORAS, ESTE TIEMPO NO INCLUYE EL IPC.

______________________________________________________________________________________

00002 1 UNIT,CAPACITY: 22 MW 138.055.261,30 138.055.261,30



FUEL: DUAL

MOUNTING TYPE: FIXED.




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PARTS MUST BE PROVIDED TO ENSURE OPERATION OF THE UNIT UP TO A YEAR.INCLUDES FILTERS, INSTRUMENTATION, ELECTRONIC BOARDS AND EQUIPMENT TOENSURE THE CONTINUOUS OPERATION OF THE UNIT. THE PARTS LIST MUST BE



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APPROVED BY PDVSA.


HANDS-ON TRAINING FOR OPERATORS, MAINTAINERS AND SUPERVISORS.EXPERIENCED INSTRUCTORS, USING SPECIAFLY DEVELOPED TRAINING MATERAIS,PROVIDE A FIRM GROUNDWORK OF BASIC THEORY, PLUS ADVANCED CONCEPTS WITH


ADDITIONAL NOTE:


Additional technical specs.corrections noted by the supplier and approved by end useramendment # 1Pages 3, 5, 7 and 9 stating .IT IS MANDATORY FOR THE SUPPLIER TO PROVIDE ALL THE MAINAND AUXILIARY SYSTEMS THAT GUARANTEE A RELIABLE AND SAFE OPERATION OF THE EQUIPMENT.EXCEPTION IN THIS MATTER WILL NOT BE ADMITTED.. We will provide all the requiredequipment for the proper operation of the gas turbine packages sold under thisPurchase Order, however, certain parts or auxiliary components are considered part ofthe BOP for the power plant, like for example, the transformers, SF6 breakers, andwater treatment and forwarding skids. Another example is in the case of TM exhaustswhich are included as part of the P&W units, however, for some of the other unitsincluded as part of this Purchase Order, they do not include the TM exhausts which areoptional to be included as part of the EPC work performed under separate contract. ES CORRECTO EL COMENTARIO. EL RESTO DE LOS AUXILIARES SERAN INCORPORADOS EN EL IPCPARA LA INSTALACION.

amendment # 2



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refers to the SF6 breaker which is not included in our scope. Also, references aremade to .On Line. water wash but please note that only .offline. water wash isincluded in our scope. Also, any references to auxiliary systems that guaranteereliable and safe operation should be part of the BOP not included in our scope -water treatment and forwarding skids were specifically excluded.


amendment # 3

Pages 4, 6, 8 and 10 stating .IT REQUIRES THAT THE EQUIPMENT IS FULLY OPERATIONAL BYNO LATER THAN 90 CALENDAR DAYS.. This statement should be clarified as this PurchaseOrder is for equipment only and does not include engineering, construction,installation and commissioning services. We would be pleased to perform these EPCservices under a separate contract. We do agree that the equipment which is subjectto this Purchase Order will be ready for shipment in 90 days or less after we are inreceipt of the purchase price. Any references to training services is an option andis not included in the scope or purchase price under this Purchase Order.



______________________________________________________________________________________

00003 4 UNIT,CAPACITY: 58 MW 11.526.428,00 46.105.712,00



FUEL: DUAL



INCLUDE ALL ACCESSORIES AND EQUIPMENT TO CORRECT OPERATION.INCLUDES FILTER HOUSE SYSTEM FILTERS FITTED RETAINERS OF DUST, HIGHEFFICIENCY FILTERS, INERTIAL SEPARATORSAND HOODS RAIN GUARD, CONTROLROOM EQUIPPED WITH ALL THE INSTRUMENTATION SYSTEMS AND PROTECTION UNITINCLUDES VIBRATION MONITORING SYSTEM, TE



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MPERATURE, PRESSURE AND CONTROLSYSTEM TURBINE AND MOTOR CONTROL CENTERAND FIRE PROTECTION SYSTEM.SHOULD BE PROVIDED WITH ALL THE LUBRICATION AND COOLING SYSTEMS NEEDED.SYSTEM MUST BE EQUIPPED TO HANDLE THE EXHAUST GAS. FIREPLACE ANDSILENCERS.






HANDS-ON TRAINING FOR OPERATORS, MAINTAINERS AND SUPERVISORS.EXPERIENCED INSTRUCTORS, USING SPECIAFLY



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______________________________________________________________________________________


DEVELOPED TRAINING MATERAIS,PROVIDE A FIRM GROUNDWORK OF BASIC THEORY, PLUS ADVANCED CONCEPTS WITH


ADDITIONAL NOTE:





amendment # 3

Pages 4, 6, 8 and 10 stating .IT REQUIRES THAT THE EQUIPMENT IS FULLY OPERATIONAL BYNO LATER THAN 90 CALENDAR DAYS.. This statement should be clarified as this Purchase



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Order is for equipment only and does not include engineering, construction,installation and commissioning services. We would be pleased to perform these EPCservices under a separate contract. We do agree that the equipment which is subjectto this Purchase Order will be ready for shipment in 90 days or less after we are inreceipt of the purchase price. Any references to training services is an option andis not included in the scope or purchase price under this Purchase Order.



______________________________________________________________________________________

00004 2 UNIT,CAPACITY: 50 MW 8.507.653,00 17.015.306,00



FUEL: DUAL




SHOULD BE PROVIDED WITH SYNCHRONISM SWITCH IN 13.8 KV SF6.



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MUST BE EQUIPPED WITH "ON LINE" CLEANING AND SOAP WASH SYSTEM.





HANDS-ON TRAINING FOR OPERATORS, MAINTAINERS AND SUPERVISORS.EXPERIENCED INSTRUCTORS, USING SPECIAFLY DEVELOPED TRAINING MATERAIS,PROVIDE A FIRM GROUNDWORK OF BASIC THEORY, PLUS ADVANCED CONCEPTS WITHCLASSROOM AND HANDS-ON TRAINING.



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______________________________________________________________________________________


ADDITIONAL NOTE:





amendment # 3

Pages 4, 6, 8 and 10 stating .IT REQUIRES THAT THE EQUIPMENT IS FULLY OPERATIONAL BYNO LATER THAN 90 CALENDAR DAYS.. This statement should be clarified as this PurchaseOrder is for equipment only and does not include engineering, construction,installation and commissioning services. We would be pleased to perform these EPCservices under a separate contract. We do agree that the equipment which is subject



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______________________________________________________________________________________


to this Purchase Order will be ready for shipment in 90 days or less after we are inreceipt of the purchase price. Any references to training services is an option andis not included in the scope or purchase price under this Purchase Order.



______________________________________________________________________________________

Gross Price 277,279,653.34

Net value 277,279,653.34

Purchase order total value 277,279,653.34 USD



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P.O. General terms

*** DOC. B0021, REV. E (06.13.2007) ***DELIVERY========

WEEKS ARO. 90 DAYS AFTER FIRST PAYMENTLINE ITEMS MUST SHIP COMPLETE..PARTIALS ARE NOT ALLOWED.. However, as the payment structure is set up for part payments, the units will be made available for shipmentas corresponding payments are received.

EN EFECTO SE ACORDARON HITOS DE PAGO DE ACUERDO A CIERTOS CRITERIOS.

ESTIMATED WEIGHT: SELLER TO ADVISENEW MATERIAL=============

MATERIAL MUST BE IN NEW CONDITION, FREE FROM DEFECTS AND SUITABLE FOR ANY SERVICE SPECIFIED, UNLESS OTHERWISESTATED.

In our proposal we have clearly stated that some of the equipment will have been previously installed and operated, however, in such cases theequipment will be completely refurbished .as new condition. based on our inspection. All equipment furnished under this Purchase Order will becovered by our extended warranty terms set forth in our proposal whether the equipment is new, used or refurbished.

ES CORRECTO. APLICA PARA LAS OFERTAS DE LAS UNIDADES REMANUFACTURADAS O CONDICION USADAS.

****amendment required from supplier and approved by end user*****

ORDER ACKNOWLEDGEMENT======================

SELLER MUST ACKNOWLEDGE RECEIPT OF THIS FAX/EDI PURCHASE ORDER WITHIN 48 HOURS A.R.O. VIA E-MAIL, AND ADVISE ANDCONFIRM SHIPPING DATE, BY PROVIDING THE FOLLOWING INFORMATION:

- OUR REFERENCE (PO) NUMBER ____________________ - CONFIRMED DELIVERY DATE ____________________ - YOUR REFERENCE NUMBER ____________________ - YOUR EXPEDITING CONTACT ____________________ - TELEPHONE NUMBER ____________________ - FACSIMILE NUMBER ____________________ - DRAWINGS SUBMITTAL DATE ____________________ (as applicable)ORDER ACKNOWLEDGEMENT MUST BE E-MAILED WITH OUR P.O. NUMBER IN THE SUBJECT LINE, TO PDVSA SERVICES EXPEDITINGDEPARTMENT AT OAINBOX@PSI.PDV.COM----------------------------------------------------------------



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P.O. Particular terms

THIS PURCHASE ORDER CONSIST IN ALL EQUIPMENT, PARTS, ACCESORIES, AND TRAININGS THAT ARE DESCRIBED BELOW:

GE TM2500. Capacity 22 MW ISO. liquid only. Mounting on Trailer. Generator Synchronous 3P, Air Cooled, 13.8 KV 60Hz. 4 PC

GE 4 x TM2500 Training for operators and maintainers. N/A PC

Setp up transformer 75MVA. HV 115KV (Y). LV 13.8KV (D). NLTC 5 positions. (SIPORORO ) 2 PCGE 4 xTM2500 Accesories for one Year of operation. 1 Set PC

Rolls Royce Trent60. Capacity 58MW ISO. liquid only. Mounting Type: Fixed. Generator Synchronous 3P, air Cooled, 13.8 KV 60Hz. 4 PC4 x Rolls Royce Trent60 Training for operators and maintainers. N/A PC

Setp up transformer 150MVA. HV 115KV (Y). LV 13.8KV (D). (BARINAS) 2 PCRolls Royce Trent60 Accesories for one year of operation. 1 Set PC

Pratt & Whitney FT-4C-1D. Capacity 50MW ISO. liquid only. Mounting Type: Fixed. Generator Synchronous 3P, air Cooled, 13.8 KV 60Hz. 2 PC

2 x FT-4C-1D Training for operators and maintainers. N/A PC

Setp up transformer 75MVA. HV 115KV (Y). LV 13.8KV (D). NLTC 5 positions. ( LA FRIA) 2 PCPratt & Whitney FT-4C-1D accessories for one year of operations. 1 Set PC

GE LM2500. Capacity 22 MW ISO. liquid only. Mounting Type: Fixed. Generator Synchronous 3P, Air Cooled, 13.8 KV 60Hz. 1 PC

1 x LM2500 Training for operators and maintainers. N/A PC

Step up transformer 36MVA. HV 115KV (Y). LV 13.8KV (D). NLTC 5 positions (SIPORORO) 1 PCLM2500 Accesories for one year of operation 1 Set PC



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Terms of delivery

PDVSA SERVICES, B.V. PACKING, MARKING, INVOICING AND SHIPPING INSTRUCTIONS FOR VENDORS BGE-417/(REV. 1, 06-01-05)THESE INSTRUCTIONS ARE A PART OF THE TERMS AND CONDITIONS OF THE PURCHASE ORDER AND MUST BE COMPLIED WITH.

INDEX:

SECTION I GENERAL INSTRUCTIONS II PACKING INSTRUCTIONS III MARKING INSTRUCTIONS IV INVOICING INSTRUCTIONS V PACKING LIST VI CUSTOM DOCUMENTATION VII DESPATCH

I GENERAL INSTRUCTIONS

Although under the Purchasing conditions it is Vendor's responsibility to ensure suitable packing in seaworthy cases/crates/bundles and airfreightpackages, not every Vendor is aware of the conditions of cargo handling during international transfers and transportation.For this reason, we provide these General Export Packing Instructions as an integral part of our Purchase Order.

Packing design

Size and kind of the packing means must correspond to the characteristics and designs of the material to be transported. The following mustparticularly be considered:

- existing standards and dimensions for packing means. - good utilization of shipping space. - avoidance of excessive loading dimensions. - rational transhipment and storage methods, efficient and fast unpacking of the contents at site. - stowing possibilities in containers, and further:

1. Outside measurements of packages must be reduced as much as possible, e.g. by dismantling voluminous parts, in order to save freightvolume and cost.2. All parts of equipment that may easily be damaged by foreign objects, e.g. window panes, instrument panels, etc., must be adequatelyprotected by sufficiently strong plywood panel or equivalent.3. Small parts must be packed in sealed envelopes. On the outside of these envelopes its contents must be clearly indicated (part no. &quantity) preferably by pre-printed self-adhesive labels.4. Small parts in envelopes must be packed together in one box or carton and provided with a separate packing list.5. All parts that may be subject to corrosion must be adequately preserved by oiling and wrapping in grease proof paper, coated with tectile, orequivalent.6. All materials with a finished or shiny surface, e.g. aluminium, vinyl, vitrified clay, etc., must be adequately protected with sealant self-adhesive,or sealed plastic wrapping.7. Materials that may be damaged by moisture, e.g. electrical conductors etc., must be sealed against moisture penetration.

In addition, for electronic equipment etc., moisture condensing materials (silica gel) must be enclosed inside the sealed package.8. Equipment that may be damaged by shocks from handling must be mounted in a shock absorbing frame inside a strong case or be supportedby suitable cushioning materials inside the package.9. Each package must be compact and solid, provided with sufficient wrapping.10. Packing materials must be capable to sustain weather conditions such as sun and rain, without immediate failure.11. Each package must be marked in accordance with the purchase order and these instructions.

The markings must be applied with waterproof paint or other weather resistant method.Marking labels must be firmly attached to each package with minimum two fixtures. Markings must comply with international as well as local

rules of exporting and importing country (e.g. corrosives, explosives, etc.).It is Vendor's responsibility to comply with the applicable rules.

12. The use of hay, straw, flax, newspapers is forbidden.13. It is Vendor's responsibility to pack dangerous, hazardous cargo in accordance with the international regulations and the directions ofshipping- and airfreight companies.14. Packing to be strong enough for stacking in ship's holds.

II PACKING INSTRUCTIONS

DO NOT COMBINE DIFFERENT ORDERS IN ONE PACKAGE

All materials shall be road, air, seaworthy packed in strong export packing, unless otherwise specified.



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As of may 2005 wooden packing to Venezuela must show a marking that the wood was either treated with Methyl Bromide or has been heattreated and does not present/display evidence of quarantine pests.

All wood used in the boxing/crating, palletizing, skidding, or blocking and bracing of the material on this Purchase Order must have undergonesufficient processing or treatment in compliance with ISPM 15 of the International Plant Protection Convention (IPPC) entitled "Guidelines forRegulating Wood Packaging Material in International Trade". All wood subject to this regulation shall be marked as specified in Annex II of theregulation. Non-conformance will result in confiscation of the entire shipment by Venezuelan port/airport authorities. For specific details, pleaserefer to the IPPC website: www.ippc.int.

***************************************************************

Note from supplier and confirm, accepted by end userRegarding the packaging requirements. For the equipment which has already been packaged and crated as of the date of this Purchase Order wewill attempt to comply with these requirements unless to do so will cause unreasonable delay or cost in having the equipment ready for shipment.

ESTO ES RELACIONADO CON LOS REQUERIMIENTOS DE PSI. DEBEN CONTESTARLO ELLOS. SIN EMBARGO SI SEGARANTIZA CON EL EMBALAJE OFERTADO LA SEGURIDAD DE LOS EQUIPOS NO HAY PROBLEMA, YA QUE NO DEBEMOS TENERRETARDO EN LA ENTREGA.**************************************************************

DOMESTIC, INLAND FREIGHTFor domestic handling, packages must comply with the above general instructions. In addition the following rules must be observed:

Packages up to 35 kg gross weight must be provided with a facility for hand lifting.Larger packages must either be provided with pallet type cross members underneath for forklift handling, or with lifting pad eyes or lugs, which areclearly indicated as lifting points.

AIRFREIGHT (CARTONS AND CASES)Airfreight packages must comply with the above general instructions. In addition the following rules must be observed:

In addition to volume, the gross weight of airfreight packages must be kept to a minimum. Packing in standard light plywood airfreight cases ispreferred. If cartons are used these must be minimum three-ply, closures, corners and edges should be reinforced with strong, wide, self-adhesivetape. Long thin packages may be delivered as bundles, provided the bundling is performed to a good standard with self-adhesive tape or steel ornylon strapping in such a way that no part of the contents can be removed without cutting an extensive part of the strapping. Rectangularpackages must be marked on at least two opposite sides, long bundles must be provided with markings at maximum 200 cm intermediatedistance.

SEAWORTHY CASES AND CRATESThese packages must comply with the above general instructions. In addition the following rules must be observed:

1. Cases and crates must be manufactured from new wood, without physical defects such as knots which can affect the natural strength etc. andof sufficient thickness to provide an acceptable gross weight to strength ratio.2. The bottoms must be provided with cross supports minimum 75 x 75 mm section, maximum 80 cm spaced and sufficiently fixed and secured.3. Cases of more than 100 cm long must be provided with longitudinal floor beams of sufficient strength, transverse bottom and top coverplanking, and vertical planking provided with ample cross and diagonal supports.4. Top covers must be reinforced whenever required with transverse support in such a way that the unit is capable of carrying three times its owngross weight.5. Tops and sides must be covered on the inside with plastic foil to shelter the contents against rain. The bottom may not be sealed, as to allowfor drainage of condensation etc.6. Nails used should be of ample length, but not be penetrating inside the case. Twisted nails are preferred.7. Cases containing loose items must be stowed internally in such a way, that the heavier items are placed on the bottom and lighter materials ontop, all securely blocked.8. The contents must be secured inside each package such as to fix the material against horizontal acceleration forces up to "4 g" and verticalforces up to "2 g" (two times its own mass).9. Machinery and equipment should be secured by bolting to the cases' floor. For heavy machinery it might be preferable to have lifting eyesfixed to the equipment and sealed at the penetrations through the cover.

SEAWORTHY BUNDLESThese packages must comply with the above general instructions. In addition the following rules must be observed:

1. Steel strapping of bundles must be performed with straps of sufficient strength, in such a way, that no part of the contents may be removedunless 50% of the strapping is damaged or removed.2. Straps must be applied at maximum 80 cm intermediate distance, and must be tightened and fixed up to the allowable maximum strengthstated by its supplier.

However, if damage to the shipped material may be expected, protective materials must be fixed between strapping and material at both ends.3. Bundles must be marked with paint as well as with at least two steel or indestructible labels, forming an integral part of, or at least secured ontwo ends to the steel strapping.

For packing of dangerous cargo see sections I/13, Ill and IV.

Ill MARKING INSTRUCTIONSMark two adjacent sides of each package as indicated on the PURCHASE ORDER and mention further:



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* Dimensions in centimetres* Net and gross weight in kilograms* Package numbers from 1 up (1 of 3, 2 of 3 etc.).* Attach Trademark/Affiliate sticker(s) as handed out with the Purchase Order.Any markings of technical nature when required in the PURCHASE ORDER and/or accompanying specifications should be strictly adhered to.

Shipping marks should be printed or stencilled with waterproof paint in 1 " (25 mm) letters, or as large as possible. PORT MARKS should be indouble size letters.

DANGEROUS CARGOIt is Vendors responsibility to pack, mark and label Dangerous Cargo in accordance with the appropriateRAIL/ROAD/SEA/AIR transport regulations in force (RID/ADR/IMO/ICAO, CARRIERS' AND GOVERNMENTAL REGULATIONS), and to declarethe nature of the goods accordingly. VENDOR will be held liable for the consequences of any failure in this respect.

PROTECTIVE MARKINGWhere applicable, all sides of each package shall be stencilled with waterproof paint with appropriate marks in English and Spanish, for example:

ENGLISH SPANISHFRAGILE FRAGILHANDLE WITH CARE MANEJAR CON CUIDADOTHIS SIDE UP ARRIBALIFT HERE LEVANTAR AQUI

together with the generally accepted international pictorial signs.

IV INVOICING INSTRUCTIONS

Prepare your invoice in the name of BARIVEN, S.A. c/o PDVSA Services, B.V.DO NOT consolidate more than one PURCHASE ORDER on an invoice.Shipping invoices must be prepared for each individual shipment, regardless whether a partial order is shipped, or whether the Purchase Order issubject to down-payments.Your invoice must be in the English language, typewritten, manually signed in blue ink, and contain the following information:* Invoice date and unique number;* PDVSA Services, B.V. / BARIVEN'S Purchase Order number and Requisition number;* Item numbers, quantity, description of materials, part numbers (stock numbers if any), unit prices and extended prices;* Spanish description and Tariff number (as per Purchase Order);* Delivery terms as per Purchase Order;* Country of origin;* Shipping marks, as stated in the Purchase Order;* Number and type of packages, gross and net weights in kilograms and dimensions in centimetres;* In case of Dangerous Materials: state all required information as IDMG-code and UN-number, proper shipping name(s) on your invoice and allother documents.* Supply certification as required by the appropriate authorities. In case of doubt, please check with our Forwarder or ourselves;* Whether the invoice and your consignment covers a COMPLETE, PARTIAL or BALANCE delivery against the Purchase Order.* Your company should mention a VAT rate of 0% on these invoices.* A VAT registration nr. is not required as the materials are for export outside of the E.E.C.

IV INVOICING INSTRUCTIONS (continued)INVOICES are to be mailed as follows:

a. Payment Copiesto: BARIVEN, S.A. 1 Original

c/o PDVSA Services, B.V. (All manually signed in blue ink).P.O. Box 171112502 CC The HagueThe NetherlandsAttn: Accounts Dept.

When using courier service, use our street address:to: BARIVEN, S.A. 1 Original

c/o PDVSA Services, B.V. (All manually signed in blue ink).President Kennedylaan 192517 JK The HagueThe NetherlandsAttn: Accounts Dept.

b. Shipping copiesto: Our Forwarder 1 Original and 8 duplicate invoices, not showing the words "copy"



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(as per instructions received)or "pro-forma" and manually signed in blue ink, together with the packing lists, if required, and despatch note.

c. With consignment to delivery address 1 copy (together with the proper export-customs documentation).

V PACKING LIST

A separate packing list must always be prepared in the same number as the invoices, if the packing-specification has not been inserted in theinvoice, or does not fit on the invoice-format, or if specifically instructed as per Purchase Order, or by PDVSA Services, B.V., Traffic-department.A copy of the packing-list must be attached on the outside and the inside of each package in a waterproof envelope as appropriate and alsomailed to PDVSA Services, B.V. and the Forwarder, as instructed in section IV and be prepared in accordance with the stipulations as per sectionI.

VI CUSTOMS DOCUMENTATION

Besides the documents mentioned above, Vendor will be responsible for all EXPORT CUSTOMSDOCUMENTS/CERTIFICATES, whatever required, to accompany the goods to the delivery point (see alsoDespatch conditions - section VII Despatch).Our Forwarder will be entitled to correct such documents on your behalf and at your cost, if not arranged by yourselves.

VII DESPATCH

Goods must be despatched in accordance with the written instructions received from our Forwarder as mentioned in the Purchase Order.Our Forwarder is receiving a copy of our Purchase Order and is fully authorized to act on our behalf.

Non-compliance with these instructions can cause delays and, if so decided by PDVSA Services, B.V., Logistic staff, corrective measures can betaken on Vendor's account.



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Terms of payment

PROGRESSIVE / ADVANCE PAYMENT INVOICES / SCHEDULE=================================================

EACH INVOICE FOR AN ADVANCED PAYMENT MUST BE ACCOMPANIED BY A SELLER FURNISHED, IRREVOCABLE, CONFIRMEDSTAND-BY LETTER OF CREDIT OR BANK GUARANTEE PROTECTING PURCHASER'S PAYMENT. INVOICE SHALL BE CLEARLY MARKEDAS AN "ADVANCE PAYMENT INVOICE".

BANK GUARANTEE TO BE MADE OUT IN FAVOR OF BARIVEN S.A., SHOULD BE ISSUED IN THE ENGLISH LANGUAGE, BY A FIRSTCLASS WESTERN EUROPEAN BANK (RANKED BY MOODY'S / STANDARD & POOR'S/FITCHE) WITH MINIMAL AA RATING. BANKGUARANTEE MUST BE SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES, ICC PUBLICATION NO. 458

IN CASE OF CONFIRMED IRREVOCABLE STAND-BY LETTER OF CREDIT, IT MUST BE SUBJECT TO THE INTERNATIONAL STAND-BYPRACTICES, REFERRED TO ISP 98 RULES FROM THE UCC AND UCP. THE LETTER OF CREDIT MUST BE ISSUED BY A BANKINGINSTITUTION, PRE-APPROVED BY THE PURCHASERS TREASURY AND CONTRACT GROUP.STAND-BY LETTER OF CREDIT SHALL BE CONFIRMED BY OUR BANK:BNP PARIBASCORPORATE & INVESTMENT BANKINGHERENGRACHT 4771017BS AMSTERDAMTHE NETHERLANDSSWIFT CODE: BNPANL2ACONTACT: PETER HENDRICKSE-MAIL: [email protected]: +31 20 5501365

OR BY ANOTHER FIRST CLASS EUROPEAN BANK PREVIOUSLY ACCEPTED BY PDVSA SERVICES BV. (SAME IS APPLICABLE FORPERFORMANCE BONDS FOR TECHNICAL SERVICES, REPAIR AND WARRANTIES)BANK GUARANTEE OR LETTER OF CREDIT SHALL BE VALID UNTIL AT LEAST 30 CALENDAR DAYS AFTER FINAL DELIVERY INACCORDANCE WITH THE PURCHASE ORDER TERMS (IF APPLICABLE EVIDENCED BY THE ORIGINAL BILL OF LADING).ALL COSTS RELATED TO THE BANK GUARANTEE(S) OR LCS ARE FOR VENDOR'S ACCOUNT. PAYMENT TO BE EFFECTED AFTERRECEIPT AND ACCEPTANCE OF YOUR INVOICE(S) WITHIN 30 DAYS.ALL INVOICES SHALL PROVIDE PRINTED INFORMATION OF THE FOLLOWING VENDORS BANK DETAILS:BANK NAME,BRANCH LOCATION (ADDRESS),CURRENT ACCOUNT NUMBER,CURRENCY OF THE ACCOUNT,NAME OF THE BENEFICIARY (MUST BE IDENTICAL TO THE ADDRESSEE OF THE PURCHASE ORDER, SUBJECT TO REJECTING THEINVOICE),ROUTING TRANSIT NUMBER (RTN) OR ABA NUMBER,STANDARD FORMAT OF BANK IDENTIFICATION CODE SWIFT-BIC,BIC CODE,SWIFT ID OR SWIFT CODE.

MILESTONE TABLE:

1- advance payment 10% USD 27.727.965,332- 20% Deliver of 4 Turbo generator 22 MW each TM-2500. Estimaded payment date: January 25,2010 for USD 55.455.930,673- 5% Deliver of 1 Turbo generator 22 MW Dual. Estimaded payment date: February 15,2010 for USD 13.863.982,674- 15% Deliver of 2 Turbo generator 50 MW each Dual.Estimaded payment date: March 1,2010 for USD 41.591.948,005- 40% Deliver of 4 Turbo generator 58 MW each Dual.Estimaded payment date: March 29,2010 for USD 110.911.861,336- 10% Deliver of Transformers Elevators and turbo generators spare parts. Estimaded payment date: April 26,2010 for USD 27.727.965,33

PAYMENT OF PROGRESS PAYMENTS SHALL BE BASED ON THE ORIGINAL PURCHASE ORDER VALUE. ANY ADDITIONS TO THEPURCHASE ORDER VALUE SHALL BE INCLUDED IN THE SUPPLIER'S FINAL INVOICE.



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Requir docs/Inspec/Field Exped

ELECTRICAL EQUIPMENT TR2900============================================================

Technical Requirements: TR2900, revision 1, 07-01-2003By: PDVSA SERVICES, INC. Quality Assurance Dept.============================================================

Switchgears, Circuit Breakers, Disconnect Switches, Cut-OutsTransformers, Motor Control Centers, CathodicProtection Systems, Motors, Drivers, Generators

TECHNICAL REQUIREMENTS

WITH QUOTATION------------------------------------------------------------

1.1 EQUIPMENT DATA SHEETS/SPECIFICATIONS1.2 DESCRIPTIVE EQUIPMENT INFORMATION / CONFIGURATION1.3 EQUIPMENT ORIGIN - MANUFACTURING PLANT & LOCATION1.4 OUTLINE DRAWING - PRELIMINARY1.5 PROPOSED PERFORMANCE CHARACTERISTICS (AS APPLICABLE)1.6 STANDARD/OPTIONAL TESTING1.7 RECOMMENDED SPARE PARTS, PRICED (AS APPLICABLE)1.8 LIST OF EXCEPTIONS (AS APPLICABLE) AFTER RECEIVING ORDER - ARO----------------------------------------------------------------

2.1 OUTLINE DRAWING2.2 NAME PLATE DATA2.4 LIFTING PLAN, INCLUDING WEIGHT AND DIMENSIONS2.5 COMPLETE CONTROL & SCHEMATIC WIRING DIAGRAMS

3.1 PERFORMANCE TEST REPORTS (AS APPLICABLE)3.2 MANUFACTURER STANDARD TEST REPORTS3.3 FUNCTIONAL TEST REPORTS (AS APPLICABLE)3.4 CALIBRATION CERTIFICATES ( AS APPLICABLE)5.1 INSTALLATION, OPERATION AND MAINTENANCE MANUALS5.2 BILL OF MATERIALS

6.1 DRAWING SCHEDULE6.2 PRODUCTION SCHEDULE6.3 QUALITY PLAN

- FOUR COPIES OF TECHNICAL DOCUMENTS SHALL BE SUBMITTED BEFORE EQUIPMENT SHIPMENT.

- PO NUMBER, RDC NUMBER AND PO ITEM NUMBER(S) SHALL BE CLEARLY IDENTIFIED ON EACH DOCUMENT.

ADDITIONAL REQUIREMENTS FOR ELECTRIC MOTORS

PLEASE NOTE THAT THESE REQUIREMENTS ARE MANDATORY AND CAN NOT BE WAIVED, NON COMPLIANCE WILL RESULT INREJECTION OF THE MOTORS AUTOMATICALLY.a. This note applies to all motors equal to or greater than 1 HP.b. The codes for each type of motor and the motor serial or ID number must be listed on each document provided by the vendor as part of thedocumentation or data package.

1. HORIZONTAL ELECTRIC MOTORS (ONE PHASE):1.1 THE FOLLOWING IDENTIFICATION CODE MUST BE APPLIED: .PDVSA-0400035.1.2 THE CODE MUST BE APPLIED TO THE EXTERNAL SURFACE OF THE CASING OF THE MOTOR. THE CODE MUST BE 10 CM (3.94.)IN LENGTH. HEIGHT OF LETTERING MUST BE PROPORTIONATE TO LENGTH.1.3 THE MANUFACTURERS STANDARD COLOR PROVIDED IS ACCEPTABLE.1.4 STENCILING OR MARKING OF THE CODE MUST BE DONE WITH ACID ETCHING/MARKING.

2. HORIZONTAL ELECTRIC MOTORS (THREE-PHASE):2.1 THE FOLLOWING IDENTIFICATION CODE MUST BE APPLIED: .PDVSA-0400037..2.2 THE CODE MUST BE APPLIED TO THE INTERNAL & EXTERNAL SURFACES OF THE CASING. THE CODE MUST BE 20 CMS ( 7.87.)IN LENGTH. HEIGHT MUST BE PROPORTIONATE TO LENGTH.



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2.3 THESE MOTORS MUST BE PAINTED 100% (ALL EXTERIOR) EPOXY .YELLOW..2.4 STENCILING OR MARKING MUST BE DONE WITH ACID ETCHING/MARKING.2.5 INTERNAL CODES MUST BE MARKED CLOSER TO THE POWER END OF THE MOTOR.

3. VERTICAL ELECTRIC MOTORS (THREE-PHASE):3.1 THE FOLLOWING IDENTIFICATION CODE MUST BE APPLIED: .PDVSA-0400040..3.2 THE CODE MUST BE APPLIED TO THE INTERNAL & EXTERNAL SURFACES OF THE CASING. THE CODE MUST BE 40 CMS ( 15.75.)IN LENGTH. LETTERING HEIGHT MUST BE PROPORTIONATE TO LENGTH.3.3 THESE MOTORS MUST BE PAINTED 100% (ALL EXTERIOR) EPOXY .RED..3.4 STENCILING OR MARKING MUST BE DONE WITH ACID ETCHING/MARKING.3.5 INTERNAL CODES MUST BE MARKED CLOSER TO THE POWER END OF THE MOTOR.



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IMPORTANT INSTRUCTIONS TO SELLER (Doc. Z_ME_PO_GEN_BE00, rev.3 03-Jan-2010)If this Document is issued from BARIVEN, S.A. c/o PDVSA Services, BV, follow Instruction:

INSTRUCTION

This purchase order is issued by PDVSA Services, BV on behalf of, and for the account of BARIVEN, S.A. and is subject to the PDVSA Services,BV Standard Terms and Conditions (Rev. 08-2009) for goods; or PDVSA Services, BV Standard Terms and Conditions (Revision 00-2009) forServices; hereinafter referred to as T&C's, with the amendments and modifications as agreed upon between vendor and buyer. These T&C's arean integral part of this purchase order, and are already in your possession. In the event that you do not have these T&C's, please advise us.Acceptance of this purchase order signifies your acknowledgement, understanding, and acceptance of said Terms and Conditions.If this order is covered by a Blanket Purchase Agreement or interactive agreement, the Terms and Conditions of the applicable Agreement(number) mentioned on the item(s) of this purchase order apply to this document.Vendor must acknowledge receipt of this purchase order within five days A.R.O. and must advise, or confirm, vendor's delivery date to PDVSASERVICES BV Fax number 31-70-3488540

Assignment of Credit Facility:This purchase order may be selected for financing through a credit facility. Vendor may be required to provide additional information ordocumentation required by the financial institution. If this is the case, our Finance Department will send further instructions.

Packing, Marking, Invoicing and Shipping Instructions:

As of May 2005 wooden packing to Venezuela must show a marking that the wood was either treated with methyl bromide or has been heattreated and does not present/display evidence of quarantine pests. All wood used in the boxing/crating, palletizing, skidding, or blocking andbracing of the material on this Purchase Order must have undergone sufficient processing or treatment in compliance with ISPM 15 of theInternational Plant Protection Convention (IPPC) entitled "Guidelines for Regulating Wood Packaging Material in International Trade". All woodsubject to this regulation shall be marked as specified in Anex II of the regulation. Non-conformance will result in confiscation of the entireshipment by Venezuelan port/airport authorities. For specific details, please refer to the IPPC website: www.ippc.int.Do not dispatch until you have read and understood our packing, marking, invoicing, and shipping instructions for vendors: Form BGE 417 (SAPstandard note B0018). This form, an integral part of this document, is already in your possession, an extra copy is available on request to thedesigned buyer mentioned on the front page of this purchase order.

Unless indicated differently in the Purchase Order, your obligations against this order will be considered fulfilled, only if your export shippingdocumentation, including the required set of original manually signed invoices, is submitted to our forwarders at the latest on the same day cargois delivered in accordance with the delivery terms of the Purchase Order. In case seller is responsible for the export arrangements to destinationobligations will be considered fulfilled upon receipt of one set of original shipping documents at the PSBV office.

Invoice to:Bariven, S.A.c/o PDVSA SERVICES B.V.P.O. Box 171112502 CC The HagueThe NetherlandsAttn: finance departmentPhone: +31-70-3488588; Fax: +31-70-3488540

We require (1) original invoice.Please include our Purchase Order (PO) number on all invoices. Your bank account and routing information must be included on your invoice. Allpayments are processed via "ACH" (Automatic Clearing House) electronic funds transfer. Our standard invoice processing is upon delivery inaccordance with PO delivery terms, 100% net 30 days after receipt and approval of your invoice, unless otherwise specified in this PurchaseOrder.

FOR US. GOODS REQUIRING EXPORT LICENSE.

DESTINATION CONTROL STATEMENT:

According to U.S. Export Administration Regulations, Chapter 758.6,"These commodities, technology or software will be exported from the Port of Origin in accordance with the Export Administration Regulations.Diversion contrary to U.S. law is prohibited." Ultimate destination as per shipping marks in the Purchase Order.

The person responsible for preparation of, the invoice and on the bill of lading, air waybill, or other export control document that accompanies theshipment from its point of origin to the ultimate consignee or end-user abroad is responsible for entry of the DCS.

NOTE TO SUPPLIERS:

Invoices will not be processed unless all export or quality documents are provided.



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Regards,Bariven, S.A.- C/O. PDVSA Services, B.V.Purchasing Agent



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orden de compra bariven

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