Annex VI: Specific provisions applicable to purchases made ... · ENDESA GROUP Second Edition Valid...

ANNEX VI PORTUGAL

GENERAL TERMS AND CONDITIONS OF CONTRACT ENDESA GROUP

Second Edition Valid from 01/02/2012 - 1 -

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Annex VI: Specific provisions applicable to purchases made by ENDESA Subsidiaries based in

1. Purpose.

PORTUGAL

1.1. THE SUPPLIER is obliged to accept any extensions, modifications and reductions within the scope of the Contract made to agreed prices, provided these do not, overall, increase or reduce the value of the Contract by more than 20%. The new delivery date shall, in this case, be established by mutual agreement between the Parties by means of a detailed and soundly based proposal by the SUPPLIER.

1.2. If the extensions, modifications and reductions proposed by ENDESA, duly justified, result in an overall increase or reduction of more than 20% of the value of the Contract, the SUPPLIER may either accept or reject them. However, ENDESA shall entitle ultimately to terminate the Contract.

2. Financial conditions.

2.1. Billing.

2.1.1. In case of loss of invoice, the SUPPLIER may issue a duplicate on the condition that the amount is the same of the original and that the following is stated: "Duplicate due to loss of original".

2.1.2. All invoices and, where appropriate, supporting documentation, unless otherwise stipulated on the Contract, should be forwarded to the following address:

Quinta da Fonte, Edifício D. Manuel I,

ENDESA GENERACIÓN PORTUGAL, S.A.

Piso 0, Ala B 2770-203 Paço d’Arcos

2.2. Payment Terms

After prior approval by ENDESA on compliance with contract terms, incoming invoices are paid within the period specified in the specific Contract conditions, in accordance with current legislation.

In case of a default in payment by ENDESA, for reasons solely attributable to them, the SUPPLIERS will receive an additional amount as interest on late payment in accordance with current legislation.

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3. Financial Guarantee

3.1. When ENDESA so requires, the SUPPLIER will agree to provide, prior to the issuance of the first invoice, a financial guarantee for ENDESA, by providing a first-demand abstract bank guarantee (according to the model attached at the end of this Annex), subject to Portuguese law and enforceable in Portugal, given by a Portuguese bank or savings bank of recognised solvency, or, if it is foreign, the Portuguese branch of the entity, in an amount of at least 10% of the total amount of the Contract and its revisions, extensions and administrative tasks, to fulfil all obligations under the agreement, including compensation or penalties attributable to it.

3.2. The guarantee provided by the SUPPLIER shall expire thirty (30) calendar days after completion of the Guarantee Period or, if necessary, after Final Acceptance and, it will then be returned by prior request of the SUPPLIER and after all discounts and relevant verifications have been completed.

3.3. If the SUPPLIER fails to submit the guarantee on time, and without prejudice to any other action it should take, ENDESA may choose to terminate or suspend the Contract pending the submission of an equivalent guarantee by the SUPPLIER. In any case, ENDESA is authorised to withhold delivery to the SUPPLIER, until it fulfils its obligation to provide the established guarantee of payments which should make up 10% of the total amount of the Contract, including payments for price revisions, extensions and administrative tasks, and without prejudice to the right of termination of the Contract.

4. Delivery and reception terms

4.1. The SUPPLIER shall issue the corresponding Management and Final Completion Certificates when they are required in order to legalise the Works or services performed.

5. Processing personal data

5.1. This section is applicable when the execution of the Contract requires the SUPPLIER to access, as Data Processor, personal files which ENDESA is responsible for.

5.2. The aforementioned files which will be processed and managed by the SUPPLIER, including the information and content contained within, are, and shall remain, the responsibility of ENDESA.

5.3. The SUPPLIER acts, for the purpose of the Contract, as Data Processor, in accordance with current legislation on Personal Data Protection (PDP), and undertakes to fulfil its obligations as such; the delivery of data by ENDESA is not considered a communication of personal data for purposes of PDP.

5.4. As Data Processor, the SUPPLIER declares and guarantees that:

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a) Data processing will be carried out in accordance with the criteria, requirements and Clauses set forth in the Contract, and otherwise, with any instructions given by ENDESA

b) Any personal data to which the Data Processor has access to as a result of their contractual duties will not be used for any purpose other than that established in the Contract.

c) Any processed personal data shall be returned directly to ENDESA within 15 (fifteen) calendar days from the date of finalisation of the service, as stipulated in the Contract;

d) Any documents, supplements or copies of personal data processed by virtue of the terms of the Contract and which they have not been able to return, for whatever reason, under the foregoing terms shall be destroyed. Nevertheless, data will not be destroyed if legal provisions dictate that they should be stored; in this case, the SUPPLIER will store said data with due care and discretion;

e) The data supplied for the purposes of providing the services that form the basis of this Contract shall not be communicated nor transferred to any person, legal or physical.

f) When processing data supplied by ENDESA, they will adopt all technical and organisational measures required by law, and those which current legislation requires at all time, in order to guarantee the safety of the personal data and prevent alteration, loss, processing or unauthorised access to the same, taking into consideration the latest technology, the nature of the data stored and the risks to which it is exposed, whether as a result of human action or the physical or natural environment. These measure will include, but are not limited to, hardware, software, retrieval procedures, backups and information taken from personal data displayed on screen or printed on paper;

g) If it is required to transfer the data abroad, for the provision of their services, the SUPPLIER undertakes to notify ENDESA of this situation with sufficient time to enable them to apply for the corresponding permits, without which the SUPPLIER cannot carry out said transfers.

5.5. Notwithstanding the foregoing paragraph e), if ENDESA authorises certain services to be subcontracted to third parties implying they would have access to personal data, including the documents affected by this Section, the SUPPLIER undertakes to first enter into an Contract with the Parties and the subcontractor with the latter explicitly accepting the condition of Data Processor regarding the Data Controller with the same provisions contained in this section, as well as all obligations under the protection of data legislation which are specific to the status of Data Processor as a consequence of the content of this Contract.

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5.6. The SUPPLIER promises to hold harmless ENDESA against any claim that may be filed (especially in the case of any sort of case being opened by the National Commission for Data Protection for breach of, as Data Processor, the Personal Data Protection Act, and will pay any penalties, fines, compensation, interest, damages and general losses that ENDESA may be ordered to pay as a result.

5.7. In order to ensure compliance with the due care required for the protection of personal data, ENDESA reserves the right to make, whenever deemed appropriate, audits to verify compliance with the security measures required by law, as established in paragraph f) of clause 5.4.

In this way, the SUPPLIER will hold, in accordance with current legislations, a biennial audit to ensure compliance with the provisions of applicable law, and may request the collaboration of ENDESA for this purpose. ENDESA may request from the SUPPLIER a copy of the audit performed who must provide ENDESA with a copy of it.

5.8. Technical and legal obligations regarding the protection of information.

The SUPPLIER will comply with necessary security measures, as dictated by law or ENDESA requirements, based on the classification that is made on the information that is to be processed.

In this sense, ENDESA reserves the right to make, whenever deemed appropriate audits to verify the degree of compliance with the specified security measures.

6. Labour Law and Health and Safety Obligations in the Workplace.

6.1. The SUPPLIER will comply with the legal or contractual labour standards which apply to them (specifically Law 102/2009 of 10 September) and the provisions concerning Social Security for workers employed by them. For these purposes, ENDESA will monitor compliance with labour law obligations under the current legislations, and the SUPPLIER must provide, at each of the times indicated, the following documentation:

A. Documentation to be submitted along with offers:

1. Photocopy of the CIF (Tax ID) / CERTIFICATION COMMERCIAL REGISTER and DEED OF INCORPORATION, if it is a legal person, or NIF (Identification Number), in the case of an individual person.

2. DOCUMENTATION ACCREDITING the implementation of an ISO 9000 or 14000 quality system, if necessary.

3. DOCUMENTATION ACCREDITING ownership of industrial or intellectual property rights, where applicable.

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4. CERTIFICATION OF CLEARANCE of debts issued by the SOCIAL SECURITY.

5. CERTIFICATE of being up to date with payment of all TAXES AND OBLIGATIONS that apply to the business set-up and operations, specifically including Corporate Income Tax on Portuguese Companies (IRC), issued by the Portuguese Tax Administration.

6. LIABILITY INSURANCE AND DAMAGE TO THIRD PARTIES.

This documentation must be submitted by the bidder together with their application, except if they have recently participated in another bid for ENDESA. It must be current and comply with the requirements of the new tender. If that is the case, resubmission is not necessary, but the bidder must indicate the reference of the tender in which the documentation had been previously submitted to ENDESA for.

Similarly, if the SUPPLIER had provided this documentation through any system which ENDESA has available, it is not necessary to do so again, but the system used must be indicated.

B.

When job contracting is done through Temporary Employment Agencies, bid applications must contain, in addition to the above documentation, the following:

Temporary Employment Agency Contracting

1. Temporary Employment Agency Licence

2. Proof of being up to date with all payments to the Portuguese Tax Department and Social Security obligations.

3. Proof of the determination of bond, as established in current legislations.

C.

1. Sufficient power of attorney, not revoked, to the person or people who will sign for and in name of the SUPPLIER. A photocopy of said notarised authorisation will remain in ENDESA's possession.

Documentation to be provided before signing the Contract:

2. DOCUMENTATION accrediting ownership of the relevant LICENCES or ADMINISTRATIVE AUTHORISATIONS, when activity contracted with ENDESA so requires.

3. Documents showing professional indemnity insurance with employer’s society or Social Security, as appropriate, and vehicle insurance information, if any.

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4. Specific plan for the safety of the Work or Service contracted, which includes: general and specific risks, risk assessment, protective measures (both collective and individual), preventive planning of work to be done and working procedures.

5. PERMITS for CONSTRUCTION works or PROOF OF REGISTRATION AT THE CONSTRUCTION AND REAL ESTATE ASSOCIATION (INCI - Instituto da Construção and do Imobiliário), in the case that construction work will be carried out.

6. Appointment of the SUPPLIER's DELEGATE to the parent company.

7. Appointment of the SUPPLIER's PREVENTION MANAGER

This documentation must be submitted by the bidder together with their application, unless they have recently participated in another bid for ENDESA. It must be current and comply with the requirements of the new tender. If that is the case, resubmission is not necessary, but the bidder must indicate the tender reference in which the documentation had been previously submitted to ENDESA for.

Similarly, if the SUPPLIER had provided this documentation through any system which ENDESA has available, it is not necessary to do so again, but the system used must be indicated.

D.

1. Specific plan for the safety of the Works or Service contracted, which includes: general and specific risks, risk assessment, protective measures (both collective and individual), preventive planning of work to be done and working procedures.

Documentation to be submitted after the signing of the Contract and before execution of work:

2. Appointment of the SUPPLIER's PREVENTION MANAGER

3. The names of employees of the SUPPLYING company which is

providing the services within the scope of the contract, specifying their professional status, identity card number, Social Security number, type of employment contract and its duration, and indication of those workers under particularly dangerous conditions as established in the Labour Code and corresponding regulations, as well as specific legislation, specifically Decree Law 347/93, 1 October, Ministerial Order Number 987/93 of 6 October and Decree Law 109/2000 of 30 June.

4. Registration in the Portuguese Social Security of the aforementioned workers at the date of the commencement of work.

5. Residence Permit, Work Permit, Permit that allows the worker to stay in the country or other, for workers who are not citizens of European

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Union countries.

6. Proof of appropriate training in Safety, Hygiene and Health in the Workplace (SHST), specific to the job and performing high risk activities in accordance with current legislation.

7. Proof of delivery of personal protective equipment to workers, providing the functions to be performed required by it.

8. Medical certificate of fitness for the work to be performed.

9. Report containing the necessary information to the general and specific risks existing in the workplace where the activity will be performed, as well as proof that such information has been communicated to workers.

10. Proof that information regarding SHST services has been provided to workers and to the Authority for Working Conditions (ACT), and as defined in the regulations of the Labour Code.

11. Appointment of the SUPPLIER’s delegate or representative to ENDESA.

12. Indication of the SUPPLIER's worker chosen to be responsible for SHST issues.

13. Labour and Social Security Inspection history.

14. Certificate of having received sufficient information on general and specific risks existing in the workplace where the activity will be performed and certificate of having passed this risk information to their workers.

15. In the case of Assignment or Subcontracting, supporting documentation must be accompanied by the assignee's or subcontractor's prior acceptance of contractual terms, in accordance with the provisions of these General Terms and Conditions

16. Other documentation required as specified in the Contractual General Conditions and in this Annex.

This documentation shall be submitted to ENDESA at least 24 hours before the start of the work contracted, except registration in Social Security, which may be registered on the same day that work commences.

ENDESA or its Representative to the Works or Service will specify what Department or Location they should deliver their documentation to.

E. Documentation that must be presented during the execution of the Contract

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Regardless of the terms set forth below, all related documentation must be available when required by ENDESA.

1. Recruitment and dismissals/resignations that occur amongst workers who perform the services should be communicated immediately after they happen or at most, the following business day.

Specifically:

2. A copy of the notice of commencement of activity presented to ACT, if applicable.

3. Immediate notification in the case of accidents, incidents and risks to ENDESA’s delegate with the SUPPLIER's company.

4. If subcontracting, documentation that the subcontractor agrees to comply with all obligations under the Contract as if it were the main supplier.

Monthly

1. Total number of hours worked by the company's employees and their subcontractors, per day and week, indicating work start and finish times.

: The following information will be sent to ENDESA's Joint Prevention Service:

2. Total number of SUPPLIER and their subcontractor's accidents (differentiating between those which have caused deaths and which have not) and incidents related to the Contract.

3. Number of SUPPLIER and their subcontractor's accidents and incidents involving electrical lines.

4. Number of SUPPLIER and their subcontractor's accidents and incidents involving excavation or extractive industry by means of drilling.

5. Number of SUPPLIER and their subcontractor's accidents and incidents of gas or explosive products.

6. Number of SUPPLIER and their subcontractor's accidents and incidents related to exposure to hazardous substances, specifically biological agents, carcinogens, use of asbestos, exposure to lead or other substances or chemicals, ionising radiation or noise.

7. Number of SUPPLIER and their subcontractor's fatal accidents.

8. Total number of days lost due to any cause by SUPPLIER and their subcontractors.

1. Proof of being up-to-date with obligations relating to statements and

Quarterly:

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contributions to the Portuguese Social Security, corresponding to the month previous to application.

2. Statement, where appropriate, by the SUPPLIER's legal representative which certifies that their subcontractors are aware of their workers' salaries payment obligations, as well as statements and contributions to the Portuguese Social Security and that they comply with SHST services and obligations in accordance with current legislation.

3. Social Security payment documents for workers who have been employed during the execution of the Contract.

4. Statement by the SUPPLIER that they are up-to-date with all salary obligations regarding all workers.

5. Copies of documentation mentioned above, required from the SUPPLIER, corresponding to the subcontractor.

This documentation must be submitted in ENDESA facilities where the contract work will be performed.

ENDESA or its Representative to the Works or service will specify which Department or Location they should deliver their documentation to.

6.2. If the PROVIDER does not provide the documentation specified above and / or does not notify ENDESA of the occurrence of any situation described in paragraphs 12.3.1 c) and 12.3.1 h) of the General Conditions' main text , and this fact causes any financial obligation to ENDESA, it may be attributed to third parties, with just cause and / or withhold payment until the affected third parties or ENDESA are compensated with such financial obligations from the SUPPLIER, ENDESA being able to make payments on account of this.

6.3. All documentation required in the above paragraphs shall be delivered to ENDESA preferably telematically, through the computer system established for this purpose. In the case of inability to use the electronic method provided for this purpose or as a result of special circumstances, other delivery procedures may be used that sufficiently prove receipt.

6.4. Incompatibilities.

The SUPPLIER agrees to not use for the purpose of the Contract services of workers from ENDESA companies whose employment contract has ceased on grounds of early retirement or retirement, having rendered in the employment or commercial fields, both personally, or through any entity with which they maintain a working, commercial or property relationship, or even through third parties, unless authorised by ENDESA.

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Similarly, no person who has taken early retirement or retirement from ENDESA companies, unless authorised by ENDESA can have the status of director or major shareholder in the SUPPLIER's company.

Failure of any of these obligations constitutes just cause for termination of the Contract.

6.5. General provisions on health and safety in the acquisition of materials and / or equipment for the procurement of works and / or services.

6.5.1. Legislation compliance

The SUPPLIER shall comply with the legal provisions on the prevention of occupational hazards, under the Labour Code and corresponding regulations, as well as many other statutory or contractual provisions containing references to the adoption of preventive measures in the workplace or which are likely be applied in that same field.

6.5.2. Work organisation

Work and security organisation which require the acquisition of materials and / or equipment is the obligation of the SUPPLIER, who will designate a person of proven competence to be responsible for its organisation

6.5.3. Preventive organisation

, management, supervision and coordination, as appropriate, with officials from other SUPPLIERS, and with ENDESA personnel with work organisation responsibilities and security, including staff from ENDESA's Joint Prevention Service.

The SUPPLIERS will implement a preventive organisational module, in accordance with the general principles of prevention set out in the Labour Code and corresponding regulations, as well as protection services and medical care in order to avoid work accidents.

6.5.4. SUPPLIER staff.

The SUPPLIER shall ensure the security and protection of workers who are in their service in all aspects related to the provision of labour. To do this, and under their own exclusive responsibility, the necessary steps in risk assessment will be taken with regards to risk assessment and prevention planning, training and information on risks, action in case of emergency or serious and imminent risk and the monitoring of staff health in their service and other measures that are necessary.

6.5.5. Activity coordination.

Should the Contract include work that should be carried out together with ENDESA, the SUPPLIER shall draw up a Prevention Plan relating to the same. The aforementioned Prevention Plan will include the general and

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specific risks, risk assessment, protective measures (both collective and individual) to be adopted, preventative planning of work to be carried out and working procedures.

Where there are multiple SUPPLIERS carrying out these activities, each SUPPLIER, considering the nature of the activities carried out and under the terms specified in current legislation, will cooperate with the protection of health and safety, assuming their obligations and answering to their failures.

ENDESA will provide the means and measures for the coordination of business activities that they deem necessary for the SUPPLIERS to receive appropriate information and instructions regarding existing risks and measures for the corresponding protection and prevention, as well as on emergency measures to implement, so they can inform their respective employees.

Likewise, each SUPPLIER will inform ENDESA of the risks involved for each activity to be performed and which may affect their own or other workers, or third parties, as well as protective measures to be taken.

6.5.6. Particularly dangerous activities.

Should SUPPLIER installation of provided material or equipment or Works or service provided to ENDESA involve particularly dangerous activities, with workers exposed to some of the risks expressly provided for in current legislation, specifically, exposure to ionising radiation, carcinogenic, mutagenic or toxic agents, chemical substances, biological agents, explosive materials, excavation activities in the open or underground, underwater activities, construction sites with high risk of falling or of landslides, gas production, power lines, silica particles, use of asbestos, fire risk, noise or vibration, among others, ENDESA may request the SUPPLIER to provide all data that is legally required on their workers' health, to ensure compliance with current legislation regarding Hygiene, Health at Work and the prevention of occupational hazards. In particular and when the above circumstances occur, the SUPPLIER will provide ENDESA, before the start of the installation of materials or equipment provided, the following documentation:

• The names of employees subject to the risks listed above and date of last medical examination.

• Medical Service that conducted the examination.

• The rating of "fit" for the installation work described.

6.5.7. Notification of accidents, incidents and risks

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Whenever an accident occurs while preforming activities, including when there are victims, the SUPPLIER has the duty and sole responsibility to inform the ENDESA delegate responsible for the Contract, filling out accident report forms, or their own, which they will deliver to ENDESA. Additionally, when required by ENDESA, the SUPPLIER will conduct a further investigation where the original causes that led to the accident will be exposed and the preventive measures adopted.

Likewise, the SUPPLIER will notify ENDESA of any serious incident that occurs during the performance of the activity that is the purpose of this Contract

When ENDESA opens a file to investigate the causes of an accident, the SUPPLIER shall render maximum cooperation by providing any information and solutions requested of them.

All observations relating to the prevention of occupational hazards undertaken by the Delegate to ENDESA in the Work or Installation shall be dealt with immediately by staff to which they are addressed. When they have been caused by non-compliance of established standards or guidelines it may result in a penalty that is proportional to the seriousness of the offence.

With a view to continuous improvement of working conditions and safety, staff involved in hired work shall give their superiors any suggestions they deem appropriate. These suggestions will be forwarded, according to the communication procedure established in each case, to ENDESA's Delegate to work or service. The actions taken as a result of this information shall be decided by the SUPPLIER's Delegate and, if necessary, subject to approval by ENDESA's Delegate for Work or Service.

6.5.8. Training.

The SUPPLIER guarantees and, where appropriate, will certify the appropriate theoretical and practical training of the risks inherent to the activities to be performed and will train their staff on Safety, Hygiene and Health in the Workplace, on Prevention and First Aid, informing ENDESA's Delegate of any actions taken regarding that so they can ensure delivery of materials and / or equipment and / or work or service [sic].

6.6. Specific provisions relating to occupational health and safety for material and equipment.

6.6.1. Safety conditions

The SUPPLIER is obliged to comply with current legislation, specifically the provisions of Decree Law 103/2008 of 24 June, Decree Law 50/2005

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of 25 February and Decree Law 214/95 of 18 August, regarding the requirements of Safety of machinery, equipment, products and tools supplied to ENDESA.

The SUPPLIER will ensure that the machinery, equipment and work tools supplied to ENDESA will not be a hazard to the worker, provided they are installed and used in the manner, form, and for the purpose recommended.

The SUPPLIER shall provide ENDESA with information indicating the correct use and additional preventive measures to be taken by workers and occupational hazards involving materials and equipment supplied both in normal use and in case of manipulation or improper use.

6.6.2. Acquisition of machinery.

In case of the acquisition of machinery, the SUPPLIER will ensure ENDESA of its compliance with requirements relevant to it in accordance with applicable legislation and in accordance with Directive 98/37/EC on the approximation of Member States relating to machinery (replaced as of 29 September, 2009 by Directive 2006/42/EC).

The Instruction Manual for the operation of the machinery or equipment, which the SUPPLIER will deliver to ENDESA, will include all specifications required and necessary by law and, specifically, the instructions explaining how it can be used with an acceptable risk level: the way it is started, its use, maintenance, installation, assembly, taking-apart, adjustment, conservation and repair, training instructions and its operating limits.

6.6.3. Acquisition of products and chemicals.

The Supplier is obliged to provide ENDESA with any chemical substance and products properly packaged and labelled which will allow for their storage and safe handling and which clearly identifies the content and the risks to the health and safety of workers that its storage or use has.

When the SUPPLIER supplies ENDESA with chemicals products that may represent, because of their composition and handling characteristics, risks to workers and, if such products were, according to regulations, classified as toxic, harmful, flammable, explosive, corrosive, carcinogenic, radioactive, etc., they will inform ENDESA of risks related to their use or application, as well as preventive measures to eliminate or control them. When such materials are considered hazardous under current legislation, the SUPPLIER shall inform ENDESA who the Safety Adviser is, in order to coordinate activities aimed at protecting the safety and health of people.

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The SUPPLIER is obliged to report to ENDESA any purchases of material containing powdered metals, organic dusts, asbestos, silica or other substances which may cause particularly dangerous risks to workers or to the facilities.

The SUPPLIER will ensure ENDESA of compliance with current legislation applicable to the case, specifically Decree Law 301/2000 of 18 November, on the protection of workers from risks related to exposure of carcinogens or mutagens in the workplace (such as benzene, vinyl chloride and hardwood dusts, amongst others) when providing products or substances classified as carcinogens or when the procedures described by the aforementioned law should be applied by ENDESA, regarding the provisions to be made.

6.6.4. Acquisition of facilities, equipment and instruments.

When the SUPPLIER supplies facilities, equipment and instruments to ENDESA, they will ensure that they conform to Industrial Legislation and Occupational Risk Prevention laws and will inform ENDESA of the risks their use and application implies, as well as preventive measures for elimination or control.

When purchasing Personal and group Protective Equipment (PPE), the SUPPLIER will ensure ENDESA of the effectiveness thereof, provided they are installed and used under the conditions and recommendations for them.

The SUPPLIER shall inform ENDESA of the sort of risks to which they are addressed, the level of protection against them and their correct use and maintenance and, in general, of all specific obligations under applicable law, specifically in Decree Law 348/93, 1 October, Ministerial Order No. 988/93 of 6 October and Ministerial Order No. 1131/93 of 4 November on the minimum requirements of Health and Safety for the use of PPE by workers.

6.6.5. Other provisions.

ENDESA may demand from the SUPPLIER, depending on the characteristics of the materials and / or equipment acquired, the organisation and planning (Plans, Standards, Safety Procedures, etc.) and coordination measures that are legally required or deemed appropriate to ensure safety in all phases of the delivery of materials and equipment.

As a result of the foregoing, ENDESA may demand from the SUPPLIER completion of other specific provisions on Occupational Risk Prevention, to supplement, replace or optimise the above requirements.

6.7. Special provisions relating to occupational health and safety for the contracting

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of works and services.

6.7.1. Of a general nature

Unless ENDESA waives it, the SUPPLIER shall send to the workplace or site where the Service is being delivered, in sufficient time, a Delegate within their organisation who has the authority to organise and prepare for its implementation.

The SUPPLIER's Delegate in the Work or Installation of ENDESA will communicate with ENDESA’s Delegate or person who they assign, in order to coordinate work so that they align with the system, organisation and overall planning of the Work or Service, in accordance with the requirements of ENDESA.

The Delegate for the ENDESA Works will remain in constant contact with the SUPPLIER, collaborating for the proper implementation of security measures on all jobs.

For their part, and to contribute to this same mission, the organisation for Work Safety in the Facility established by the SUPPLIER will be in close communication with ENDESA's Joint Prevention Service. The SUPPLIER's safety organisation will take special care for its staff and the subcontractors' staff who will comply with the rules on Risk Prevention, contained in its own Prevention Plan for the work or service contracted.

Unless otherwise specified, before starting any work, the SUPPLIER shall submit to ENDESA, for their information, a Prevention Plan specifically designed for the Works or Service contracted. If ENDESA were not to agree to that Plan, the SUPPLIER shall modify it, and it will not affect the Contract while those alterations have not been made, as according to ENDESA's guidelines.

As a guide, and in general, the Specific Prevention Plan for works or services contracted that the SUPPLIER must submit to ENDESA will contain at least the following:

• Purpose and scope of application

• Works or services to be performed:

o Description of the Works or service. o Expected Risk: identification and evaluation, if it is not

possible to eliminate them. o Particularly dangerous risks. o Safety precautions and protections. o Preventive planning of work to be performed.

• Location where Works or Service will be performed:

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o Description of the conditions of the area. o Expected risks: identification and evaluation, should it not

be possible to remove them. o Particularly dangerous risks. o Safety precautions and protections.

• Working practices used in the execution of the Works or Service:

o Expected risks: identification and evaluation, should it not be possible to remove them.

o Particularly dangerous risks. o Methods for particularly dangerous jobs. o Safety precautions and protections.

• Security Organisation of the Works or Facility.

• Safety regulations to be applied, especially internal procedures.

A review of the Prevention Plan by ENDESA does not relieve the SUPPLIER of its legal obligations regarding Safety, Hygiene and Health in the Workplace and Occupational Risk Prevention.

The SUPPLIER is obliged to inform their staff, before the start of work, on the content of the risk analysis for different jobs which includes the Prevention Plan. In this sense, each worker will be informed about the description of the job to be performed, its more relevant phases in sequential order, the risks identified in each phase and the prevention and individual and collective protection to be taken, as well as any additional Safety instructions that are necessary

This action will be accredited in writing by ENDESA's Delegate. Included in this accreditation will be; the issues dealt with, who the technical teaching staff were and the signatures of people who attended.

6.7.2. Actions during the Work or Service development.

The SUPPLIER will observe and shall ensure at all times that its staff meet all occupational hazard regulations and prevention measures that are required by legal provisions or which advise caution, so as to avoid accidents or injuries to others, or avoid incurring criminal and/or administrative offences of which the SUPPLIER will be solely and directly responsible for, even though ENDESA has the recognised under this document.

In particular, the SUPPLIER agrees to comply with all measures of occupational risk prevention and coordination of business activities provided by ENDESA, both in the specifications or technical conditions of

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the request for proposal as in the Contract or Order, or any other document prior to the start of the Works and / or during the course of it.

The SUPPLIER's Delegate to the Works or Installation shall comply with the utmost care in respect to Safety, Hygiene and Health in the Workplace and the preservation of the environment, being responsible for discipline and order of their staff and subcontractors, if any.

Likewise, for each phase of the Works or Service, the job to be carried out will be analysed and studied in order to identify risks and take appropriate measures to eliminate or control them and shall order the investigation of accidents and incidents occurring, the facts and causes, proposing measures to eliminate, reduce and control them.

6.7.3. Organisation and work safety

The SUPPLIER shall arrange for the Safety requirements of the Works. There will be a constant presence of a Head of Security supporting employees. Their data and qualifications in Safety, Hygiene and Health in the Workplace and Occupational Risk Prevention should be made known to ENDESA before the start of the Works or prior to the establishment of the delegation of responsibilities when there are absences or staff changes.

6.7.4. Activity coordination.

When multiple SUPPLIERS simultaneously carry out an activity, Works or Service, each of them shall cooperate in the implementation of Safety, Hygiene and Health standards in the Workplace and for occupational risk prevention, assuming their duties and responding to their errors.

6.7.5. Implementation and monitoring of the Prevention Plan.

Relations between the SUPPLIER and ENDESA, regarding the implementation and monitoring of the Prevention Plan shall be governed by existing legislation on Safety, Hygiene and Health in the Workplace and on Occupational Risk Prevention which are applicable at any given time and circumstance and which advise practice and experience based on the characteristics of the Works or Service provided. For this, the SUPPLIER agrees to cooperate with ENDESA as far as is reasonably possible to protect the integrity and health of workers.

To that effect:

o The SUPPLIER will provide ENDESA with the name of the person responsible for the safety of each job, and their training in this area.

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o The SUPPLIER will perform monthly reviews on: safety and protective material and equipment, including, platforms, scaffolding, and accessories for material handling, etc., delivering a detailed report to ENDESA on it. This report shall be submitted at the start of the Works and on a monthly basis for the duration of the Contract or Order.

If necessary, the procedure for monitoring working conditions outlined above may be revised by ENDESA.

6.7.6. Particularly dangerous activities.

When the Works or Service contracted involves activities such as:

o Working at heights;

o Mining, excavation, earthwork works;

o Work which requires the use of explosives;

o Activities which involve high-risk chemicals;

o Work with electrical hazards;

o Specifically the particularly dangerous activities defined in section 6.3.6 of this Annex.

The SUPPLIER will define in the Prevention or Security Plan for the Works or Service referred to above, the preventive treatment that will be applied during the Works to such activities and risks and will meet, at all times, all regulatory requirements and legislation concerning particularly dangerous risks of contractual activities.

6.7.7. Other provisions.

A. Revision and maintenance works.

When Works or Services which include regular Maintenance activities in Manufacturing or Distribution Centres (mechanical and electrical maintenance of facilities, industrial cleaning, general cleaning, etc.) ENDESA will require the SUPPLIER to present, prior to commencement of work, a Prevention Plan for carrying out that work. The SUPPLIER will comply, as applicable, with the legal norms relating to Safety, Hygiene and Health in the Workplace and the Occupational Risk Prevention, as well as everything specified in this document regarding particularly dangerous jobs.

When the SUPPLIER performs periodic Revision and Maintenance works at ENDESA facilities, a "Prevention and Coordination of Activities Plan" will be required (Prevention Plan of Group Revisions,

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Facilities Maintenance, etc.) of which the various SUPPLIERS who will take part in those works will be aware.

ENDESA will inform the SUPPLIER of the Security standards and specifications to be met within this Plan. These obligations will be carried out without prejudice to comply with existing legislation on Safety, Hygiene and Health in the Workplace and Occupational Risk Prevention to which it is bound.

B. Construction / Mining activities involving open pit and underground

drilling Application of Decree Law 324/95, 29 November and Ministerial Order No198/96, 4 June, among others.

Whenever the Works or Services are subject to the provisions of Decree Law 324/95 29 November on minimum requirements of Health and Safety in the Workplace are to be applied in the mining by open pit and underground drilling sectors, the SUPPLIER will meet all the requirements therein, in all that applies to them.

ENDESA will include in the call for Bids a systematic Study of mandatory Health and Safety. The SUPPLIER, in conforming to the inclusion of a Health and Safety Study, will develop a Health and Safety Plan which must be shown to ENDESA prior to the start of the Works.

C. Temporary Employment Agencies.

When ENDESA contracts Works or Services where workers are on temporary or set term contracts such as workers from temporary employment agencies, those workers should enjoy the same levels of protection in terms of Safety, Hygiene and Health in the Workplace as all ENDESA employees.

In line with this, when the Works or Service workers from Temporary Employment Agencies are employed, the SUPPLIER will comply with all Safety, Hygiene and Health in the Workplace provisions of the Labour Code and their respective regulations, and all remaining applicable laws.

ENDESA will inform the Temporary Employment Agency of: the risks to which workers are exposed, the need for certain occupational qualifications or skills, the need for special medical examinations or specific risks in job positions to be filled. The SUPPLIER shall ensure that workers have adequate training for the Work or Service they are to provide.

D. Self-Employed Workers.

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Self-employed workers with service Contracts will be considered as contractors for the purposes of applying the legal standards of Safety, Hygiene and Health in the Workplace. ENDESA will require compliance with the Plans, Regulations and Security Procedures appropriate to the activity they perform.

E. Transport of dangerous goods.

When the PROVIDER, pursuant to the Contract, transports hazardous materials which are considered dangerous in accordance with current legislation, the Head of Security should coordinate with ENDESA such activities as to protect the health and safety of workers.

F. Repair of equipment owned by ENDESA.

The SUPPLIER agrees to repair equipment to meet the security requirements included in the repair and maintenance manuals of equipment supplied to them by ENDESA.

G. Special additional provisions.

ENDESA may require from the SUPPLIER, depending on the characteristics of the Works or Service to be provided, the organisation and preventive planning (Plans, Regulations, Safety Procedures, etc.) of any coordination measures required by law or deemed appropriate to ensure the safety in all phases of the Works or Service.

As a result of this, ENDESA may require the SUPPLIER to comply with special provisions for Occupational Risk Prevention, which complement, replace or optimise the performance of the above requirements.

6.8. Breaches, penalties and liabilities.

6.8.1. General Aspects

If ENDESA finds that the SUPPLIER is not complying with any Safety, Hygiene and Health measures in the Workplace or Occupational Risk Prevention laws or measures agreed upon, ENDESA’s Delegate for that purpose will order the immediate cessation of the Works. The SUPPLIER will undertake whatever actions are necessary to safeguard the security of people and goods. Likewise, ENDESA’s Delegate, as appropriate, shall determine an appropriate timeframe for its correction. If the SUPPLIER does not carry out the necessary modifications within the established timeframe, ENDESA will charge the correction of this non-compliance directly to the SUPPLIER, ensuring no liability to ENDESA. As far as ENDESA is concerned, the correction of such

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situations where the level of risk represents an imminent danger must be made immediately.

In the event that the facts described in the previous paragraph delay the execution of any jobs, the SUPPLIER shall arrange to recuperate that delay, without being entitled to an extension of the agreed deadlines.

ENDESA may require the SUPPLIER to take all necessary measures to prevent the recurrence of non-compliance of the Regulations and Safety, Hygiene and Health in the Workplace Procedures by the SUPPLIER or its employees.

6.8.2. Non-compliance of: Safety, Hygiene and Health Standards in the Workplace, Occupational Risk Prevention, Regulations for the Specific Prevention Plan for the Works or Service and the Safety, Hygiene and Health in the Workplace Plan.

A. Classification of faults criteria.

Regarding breaches of Security, ENDESA will consider, in general, the SUPPLIER's non-compliance of the legal regulations concerning Safety, Hygiene and Health in the Workplace, Occupational Risk Prevention, and other applicable laws.

For this purpose, ENDESA will take into account the seriousness of the facts, the number of workers exposed to risk (possibility of multiple accidents) because the SUPPLIER had not adopted the preventive measures and non-compliance of the Prevention Plans or alternative measures required by the SUPPLIER.

B. Penalties.

Based on the above criteria, non-compliance by the SUPPLIER will be considered a breach of the Contract or Order and therefore enables ENDESA to take any of the following actions depending on the seriousness of the violation:

• Verbal or written reprimand to the SUPPLIER. • Partial or total cessation of work until the errors have been

corrected. • Termination of the Contract or Order in case of recurrence or

when violated regulations are deemed essential to ENDESA and against those in accordance with best practice.

• Removing SUPPLIER's rating as SUPPLIER suitable for ENDESA.

C. Bonuses

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In order to encourage companies who are strictly compliant to applicable regulations, ENDESA will establish a bonus-malus system.

7. Applicable law and dispute resolution.

7.1. The Contract and all matters arising between the Parties with respect thereof shall be governed exclusively by Portuguese law and by the Portuguese Courts, which the SUPPLIER and ENDESA expressly agree to submit to.

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Bank , and in their name and , with sufficient authorisation for this act, with this document, hereby jointly and severally guarantee, as broadly as the law permits, , before ENDESA GENERACION PORTUGAL, S.A., the amount of € ( euros), to respond to the obligations derived from Contract No performed with ENDESA GENERACION PORTUGAL, S.A., dated .

MODEL OF FIRST-DEMAND ABSTRACT GUARANTEE

This guarantee has the condition of first-demand abstract bank guarantee, which means Bank agrees to pay to the maximum amount indicated at the first request made in writing by ENDESA GENERACION PORTUGAL, S.A. Such request shall be signed by a representative of ENDESA GENERACION PORTUGAL, S.A. who has sufficient authorisation to do so and will present it in Bank branch located in .

The payment obligation of Bank is abstract and they expressly waive the benefits of preference, division and discussion, and agree to meet all requests for payment that ENDESA GENERACION PORTUGAL, S.A. requests in connection with this guarantee, giving to that company the amount requested, it being sufficient that the application is made by ENDESA GENERACION PORTUGAL, S.A. in writing and in accordance with the requirements indicated in the preceding paragraph, without any admissible excuse or exception, including opposition to at the execution of this guarantee. ENDESA GENERACION PORTUGAL, S.A. will notify of any claim for outstanding payment of this guarantee, stating the cause and motive.

This abstract guarantee will expire when , being necessary to communicate this fact to Bank by a written document signed by both ENDESA GENERACION PORTUGAL, S.A. and .

The signatories of this guarantee are duly authorised to represent and bind Bank , being one of the operations in accordance with Article of the Statute which is governed by the Bank, may be performed as makes up one of its aims .

This guarantee has been registered with number .

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Annex VI: Specific provisions applicable to purchases made ... · ENDESA GROUP Second Edition Valid...

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