翻译2024-12-20- MSS Tracker RFP-Tracker Purchase Agreement-(6)

EXHIBIT 6

Goods Pricing [To be inserted]

All prices in this Exhibit 6 (a) are in US Dollars; (b) are based on Goods meeting the requirements of the Specifications; and (c) are based on delivery on a CIP (Incoterms 2010) basis to the Delivery Point inclusive of (i) packaging, (ii) all freight, insurance and related transport costs and (iii) all export and import fees and taxes, value added tax and any other sales tax or any tax that replaces such sales taxes (which shall be paid by Seller, as applicable).

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EXHIBIT 7

Preventive Maintenance Services

The scope of Preventive Maintenance Services to be provided under this Agreement includes the following:

[Seller's preventive maintenance program to be inserted, subject to negotiation with AES Solar.]

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EXHIBIT 8

Delivery of Goods [To be completed as appropriate]

Model/Type of Goods Quantity Total Price6 Delivery Date Delivery Point Special Delivery Instructions 6

Quantity of Goods multiplied by the price for each unit of such Goods indicated in Exhibit 6.

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EXHIBIT 9

AES Compliance Terms and Conditions

In connection with the Agreement to which this Exhibit 9 is attached, Seller hereby represents and warrants to and agrees with Buyer that, in respect of the Project (herein defined as the commercial transaction between Buyer and Seller described in the Agreement), Seller shall be legally bound as follows: (a)

Seller shall comply fully with all applicable laws of the countries in which the Project is located as well as the applicable anti-corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott laws of the United States including without limitation, the United States Foreign Corrupt Practices Act (Applicable Laws and Regulations).

Seller represents and warrants that it is not a government entity and that it does not currently employ, and will not in the future, without the prior written consent of Buyer, employ, either directly or indirectly, a Government Official, or a parent, spouse, child or sibling of a Government Official who shall perform services pursuant to the Project. For purposes herein, Government Official shall mean any officer or employee of a government, or department (whether executive, legislative, judicial or administrative), agency or instrumentality of such government, including any government-owned business, or a public international organization; or any person acting in an official capacity for or on behalf of such government, or any candidate for public office or representative of a political party.

Seller represents and warrants that it has not, and that it has no evidence of any kind that any of its owners, controlling shareholders, directors, officers, employees or any other person working on its behalf (including, without limitation any of its subsidiaries, affiliates, subcontractors, consultants, representatives or agents) has, either directly or indirectly: (i)

Made a Prohibited Payment, with respect to the Project, which is defined to include any offer, gift, payment, promise to pay, or authorization of the payment of any money or anything of value, directly or indirectly, to a Government Official, including for the use or benefit of any other person or entity, to the extent that one knows or has reasonable grounds for believing that all or a portion of the money or thing of value which was given or is to be given to such other person or entity, will be paid, offered, promised, given or authorized to be paid by such other person or entity, directly or indirectly, to a Government Official, for the purpose of either (i) influencing any act or decision of the Government Official in his official capacity; (ii) inducing the Government Official to do or omit to do any act in violation of his lawful duty; (iii) securing any improper advantage; or (iv) inducing the Government Official to use his influence with a non-U.S. government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business or in directing business to any party.

(b)

(c)

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(ii)

Engaged in a Prohibited Transaction with respect to the Project which is defined to include: (A)

Receiving, transferring, transporting, retaining, using, structuring, diverting, or hiding the proceeds of any criminal activity whatsoever, including drug trafficking, fraud, and bribery of a Government Official; Engaging or becoming involved in, financing, or supporting financially or otherwise, sponsoring, facilitating, or giving aid to any terrorist person, activity or organization; or

Participating in any transaction or otherwise conducting business with a “designated person,” namely a person or entity that appears on any list issued by the United States or the United Nations with respect to money laundering, terrorism financing, drug trafficking or economic or arms embargoes (a Designated Person).

(B)

(C)

(d)

Seller will not, and shall take all reasonable steps to ensure that none of its owners, controlling shareholders, officers, employees and other persons working for it on the Project (including, without limitation, its subsidiaries and affiliates, subcontractors, consultants, representatives and agents), directly or indirectly, make, promise or authorize the making, of a Prohibited Payment or engage in a Prohibited Transaction with respect to the Project.

Seller shall promptly report to Buyer any Prohibited Payment or Prohibited Transaction of which it obtains knowledge, or has reasonable grounds to believe occurred in respect of the Project.

Seller agrees that, if Buyer has any reasonable grounds to believe that a Prohibited Payment has been made, promised or authorized, directly or indirectly, to a Government Official in connection with the Project, or that a Prohibited Transaction has taken place in connection with the Project, it shall cooperate in good faith with Buyer in determining whether such a violation occurred by engaging an independent third party to investigate the matter and to provide a written report of its findings to Buyer and Seller.

Seller has not and will not, either directly or indirectly, share or promise to share its fees or any other funds it receives from Buyer or in respect of the Project with any Government Official.

Seller acknowledges receipt of a copy of the AES Code of Business Conduct and Ethics and agrees, if it does not already have its own Code of Business Conduct and Ethics, to establish and implement an effective code of business conduct and ethics.

Seller shall perform due diligence, as it deems warranted by the circumstances, on the reputation of any subcontractors, consultants, agents or representatives it employs in the performance of work on the Project or to provide services to the Project.

(e)

(f)

(g)

(h)

(i)

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