The following chart contains a summary of the substantive submissions filed by the Parties and the abbreviations used for each submission throughout this Final Award.

DOOSAN HEAVY INDUSTRIES & CONSTRUCTION Co., LTD.

22 Doosan Volvo-ro, Seongsan-gu,
Changwon-si, Gyeongsangnam-do (51711)
Republic of Korea

KING & SPALDING International LLP
Attn: Mr James E. Castello
Mr Rami Chahine
12 Cours Albert 1er
75008 Paris, France
Tel: +33 1 73 00 39 00
Email: jcastello@kslaw.com
rchahine@kslaw.com

KING & SPALDING LLP
Attn: Mr Jan K. Schäfer
TaunusTurm
Taunustor 1
60310 Frankfurt am Main, Germany
Tel: +49 69 257 811 000
Email: jschaefer@kslaw.com

Damietta International Port Company S.A.E.
Damietta Port Road
Kafr El-Battikh
Casablanca Hotel, 2nd Floor
Damietta, The Arab Republic of Egypt

KGL International for Ports, Warehousing and Transport K.S.C.C.
P.O. Box 42438
Shuwaikh 70655, Kuwait

CROWELL & MORING LLP
Attn: Mr George D. Ruttinger
Mr Ian A. Laird
Mr David C. Hammond
Ms Ashley R. Riveira
Ms Joanna Coyne
1001 Pennsylvania Avenue, NW
Washington, DC 20004-2595, USA
Tel: +1 202 624-2500
Email: g ruttinger@crowell.com
ilaird@crowell.com
dhammond@crowell.com
ariveira@crowell.com
jcoyne@crowell.com

CROWELL & MORING LLP
Attn: Ms Rand Adra
590 Madison Avenue
New York, NY 10022-2544, USA
Email: radra@crowell.com

CROWELL & MORING LLP
Attn: Mr John Laird
Tower 42
London, UK EC2N 1HQ
Email: jlaird@crowell.com

ALOTHMAN & KHALAF ATTORNEYS & COUNSELLORS-AT-LAW
Attn: Mr Wadih Philippe Khalaf
Kuwait Free Trade Zone, Phase 1
Building No. 3, Office No. 31
Shouwaikh Port
P.O Box 884 Dasman, 15459 Kuwait, The State of Kuwait
Tel: +965 24845262/24821612
Email: attorneys@WDhklaw.com
wk@wphklaw.com

1. President - Dr Christian Dorda

DORDA Rechtsanwälte GmbH¹
Universitätsring 10
1010 Vienna, Austria
Telephone: (+43-1) 5334795-14
Fax: (+43-1) 5334795-5014,
Email: Christian.dorda@dorda.at

2. Co-Arbitrator appointed by Claimant - Philippe Pinsolle

QUINN EMANUEL URQUHART & SULLIVAN LLP
6 rue Lamennais
75008 Paris, France
Telephone: (+33) 1 73 44 60 00266886
Email: philippepinsolle@quinnemanuel.com

3. Co-Arbitrator appointed by Respondent - Pr Nabil N. Antaki

401-90, Willowdale Avenue
Outremont, Qc.
H3T 1E9, Canada
Telephone: (+1) 514 2077371
Email: nnantaki@videotron.ca

20.6 Arbitration

Unless settled amicably, any dispute in respect of which the DAB'S decision (if any) has not become final and binding shall be finally settled by International arbitration. Unless otherwise agreed by both Parties;

(a) the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce,

(b) the dispute shall be settled by three arbitrators appointed in accordance with these Rules, and

(c) the arbitration shall be conducted in the language for communications defined in Sub-Clause 1.4 [Law and Language], as quoted in §15 below.

The arbitrator(s) shall have full power to open up, review and revise any certificate, determination, instruction, opinion or valuation of the Engineer, and any decision of the DAB, relevant to the dispute, Nothing shall disqualify the Engineer from being called as a witness and giving evidence before the arbitrator(s) on any matter whatsoever relevant to the dispute,

Neither Party shall be limited in the proceedings before the arbitrator(s) to the evidence or arguments previously put before the dab to obtain its decision, or to the reasons for dissatisfaction given in its notice of dissatisfaction. Any decision of the DAB shall be admissible in evidence in the arbitration.

Arbitration may be commenced prior to or after completion of the Works. The obligations of the Parties, the Engineer and the DAB shall not be altered by reason of any arbitration being conducted during the progress of the Works.

1.4 Law and Language

The Contract shall be governed by the law of the country (or other jurisdiction) stated in the Appendix to Tender,

If there are versions of any part of the Contract which are written in more than one language, the version which is in the ruling language stated in the Appendix to Tender shall prevail.

The language for communications shall be that stated in the Appendix to Tender. If no language is stated there, the language for communications shall be the language in which the Contract (or most of it) is written.

Item: Governing Law

Sub-Clause: 1.4

Entry: Delete "Egypt" and insert "The law of the Arab Republic of Egypt"

Item: Arbitration

Sub-Clause: 20.6

Entry: Rules: International Chamber of Commerce

Venue: Paris, France

Language: English

1.4 Law and Language

The Contract shell be governed by the law of the country (or other jurisdiction) stated in the Appendix to Tender.

[...]

- Ordering DIPCO and KGLPI to pay to Doosan damages, with the amount to be quantified during the arbitration.

- Ordering DIPCO and KGLPI to pay interest at an annual rate of 6.5% on amounts due and during times to be specified during the arbitration, until full payment.

- Declaring that the Supply Agreement has been validly terminated on March 4, 2016.

- In the alternative, declaring that the Supply Agreement has been validly terminated upon the termination of the Respondent's concession for the Damietta port project.

- Any other relief that the Arbitral Tribunal considers fair and appropriate.

In its C-REPLY of 26 September 2016, Claimant additionally sought the following relief:¹⁰

On the above basis, Doosan respectfully requests that the Tribunal reject the First Respondent's Counterclaim in its entirety. Doosan further maintains in full its claims for relief as set forth in its Request for Arbitration and reserves its right to seek additional or other relief to which it may be entitled.

a) To find that KGLPI is a proper party to this arbitration and that the Tribunal has jurisdiction over KGLPI;

b) To declare DIPCO and KGLPI in material breach of the Supply Agreement;

c) To declare that DIPCO and KGLPI's breaches of the Supply Agreement are not excused by force majeure;

d) To declare that the Supply Agreement was validly terminated by Doosan for material breach on 4 March 2016 in accordance with Sub-Clause 16.2 of the FIDIC General Conditions;

e) To order DIPCO and KGLPI to pay to Doosan the amounts contemplated by Clause 16.4 of the FIDIC General Condition in case of valid termination for material breach pursuant to Sub-Clause 16.2 of the FIDIC General Conditions, with pre-award and post-award interest;

f) Alternatively, to declare the Supply Agreement terminated on the basis of impossibility pursuant to Sub-Clause 19.7 of the FIDIC General Conditions and Article 159 of the Egyptian Civil Code;

g) In such case, to order DIPCO and KGLPI to pay to Doosan the amounts contemplated by Sub-Clause 19.6 of the FIDIC General Condition in case of termination for impossibility pursuant to Sub-Clause 19.7 of the FIDIC General Conditions, with pre-award and post-award interest;

h) In any event, to declare that DIPCO and KGLPI are not entitled to any re-payment, partially or wholly, of the advance payment provided to Doosan of US$ 18.4 million; and,

i) To order DIPCO and KGLPI to pay all costs and expenses of this arbitration, including the ICC's administrative fees, the fees and expenses of the Arbitral Tribunal, the fees and expenses of Doosan's legal representatives and experts in respect of this arbitration, and any other costs of this arbitration; and finally

j) To grant any other relief that it deems just and proper.

a) To change the name of the Second Respondent or KGLPI in the caption for this arbitration to "KGL International for Ports, Warehousing & Transport K.S.C.C."; and to issue any award, order or other directive or communication that extends to KGLPI to "KGL International for Ports, Warehousing & Transport K.S.C.C."

b) To find that KGLPI is a proper party to this arbitration and that the Tribunal has jurisdiction over KGLPI;

c) To declare DIPCO and KGLPI to be jointly and severally liable under the Supply Agreement;

d) To declare that DIPCO and KGLPI have materially breached the Supply Agreement; or, in the alternative, if the Tribunal finds either that it lacks jurisdiction over KGLPI or that KGLPI did not so breach, to declare that DIPCO materially breached the Supply Agreement;

e) To declare that DIPCO and KGLPI's breaches of the supply Agreement are not excused by force majeure;

f) To declare that the Supply Agreement was validly terminated by Doosan for material breach on 4 March 2016 in accordance with Sub-Clause 16.2 of the FIDIC General Conditions;

g) To order DIPCO and KGLPI - or, in the alternative scenario described in (d) above, to order DIPCO to pay to Doosan the amounts contemplated by Clause 16.4 of the fidic General Conditions in case of valid termination for material breach pursuant to Sub Clause 16.2 of the FIDIC General Conditions, which amounts have been quantified so far at US$ 79,007,597;

h) To order that DIPCO and KGLPI - or, in the alternative scenario described in (d) above, to order DIPCO - to pay pre-award interest on the amounts ordered to be paid in (g), which interest has been quantified as of 30 August 2017 at US$ 4,856,827, and post-award interest on the amounts ordered to be paid under (g);

i) Alternatively to (d) through (h) above, to declare that the Supply Agreement terminated on the basis of impossibility pursuant to Sub-Clause 19.7 of the FIDIC General Conditions and Article 159 of the Egyptian Civil Code;

j) In such case, to order DIPCO and KGLPI to pay to Doosan the amounts contemplated by Sub-Clause 19.6 of the FIDIC General Conditions, which amounts have been quantified so far at US$ 75,765,593; in the alternative, if the Tribunal finds that it lacks jurisdiction over KGLPI, to order DIPCO to pay to Doosan said amounts;

k) To order that DIPCO and KGLPI - or, in the alternative scenario described in (j) above, to order DIPCO - to pay pre-award interest on the amounts ordered to be paid in (j), which interest has been quantified as of 30 August 2017 at US$ 4,652,781, and post-award interest on the amounts ordered to be paid under (j);

l) In any event, to declare that DIPCO and KGLPI are not entitled to any re-payment, partially or wholly, of the advance payment provided to Doosan of US$ 18.4 million; and

m) To order DIPCO and KGLPI to pay all costs and expenses of this arbitration, including the ICC's administrative fees, the fees and expenses of the Arbitral Tribunal, the fees and expenses of Doosan's legal representatives and experts in respect of this arbitration, and any other costs of this arbitration; and finally

n) To grant any other relief that it deems just and proper.

a) To find that KGLPI is a proper party to this arbitration and that the Tribunal has jurisdiction over KGLPI;

b) To declare DIPCO and KGLPI to be jointly and severally liable under the Supply Agreement;

c) To declare that DIPCO and KGLPI have materially breached the Supply Agreement; or, in the alternative, if the Tribunal finds either that it lacks jurisdiction over KGLPI or that KGLPI did not so breach, to declare that DIPCO materially breached the Supply Agreement;

d) To declare that DIPCO and KGLPI's breaches of the Supply Agreement are not excused by force majeure;

e) To declare that the Supply Agreement was validly terminated by Doosan for material breach on 4 March 2016 in accordance with Sub-Clause 16.2 of the FIDIC General Conditions;

f) To order DIPCO and KGLPI - or, in the alternative scenario described in (d) above, to order DIPCO - to pay to Doosan the amounts contemplated by Clause 16.4 of the FIDIC General Conditions in case of valid termination for material breach pursuant to Sub-Clause 16.2 of the FIDIC General Conditions, which amounts have been quantified so far at US$ 79,007,597;

g) To order that DIPCO and KGLPI - or, in the alternative scenario described in (d) above, to order DIPCO - to pay pre-award interest on the amounts ordered to be paid in (g), which interest has been quantified as of 30 August 2017 at US$ 4,856,827, and post-award interest on the amounts ordered to be paid under (g);

h) Alternatively to (d) through (h) above, to declare that the Supply Agreement terminated on the basis of impossibility pursuant to sub Clause 19.7 of the FIDIC General Conditions and Article 159 of the Egyptian Civil Code;

i) In such case, to order DIPCO and KGLPI to pay to Doosan the amounts contemplated by Sub-Clause 19.6 of the FIDIC General Conditions, which amounts have been quantified so far at US$ 75,765,593; in the alternative, if the Tribunal finds that it lacks jurisdiction over KGLPI, to order DIPCO to pay to Doosan said amounts;

j) To order that DIPCO and KGLPI - or, in the alternative scenario described in (j) above, to order DIPCO - to pay pre-award interest on the amounts ordered to be paid in (j), which interest has been quantified as of 30 August 2017 at US$ 4,652,781, and post-award interest on the amounts ordered to be paid under (j);

k) In any event, to declare that DIPCO and KGLPI are not entitled to any re-payment, partially or wholly, of the advance payment provided to Doosan of US$ 18.4 million; and

l) To order DIPCO and KGLPI to pay all costs and expenses of this arbitration, including the ICC's administrative fees, the fees and expenses of the Arbitral Tribunal, the fees and expenses of Doosan's legal representatives and experts in respect of this arbitration, and any other Costs of this arbitration; and finally

m) To grant any other relief that it deems just and proper.

a) To find that KGLPI is a proper party to this arbitration and that the Tribunal has jurisdiction over KGLPI;

b) To declare DIPCO and KGLPI to be jointly and severally liable under the Supply Agreement;

c) To declare that DIPCO and KGLPI have materially breached the Supply Agreement, or, in the alternative, if the Tribunal finds either that it lacks jurisdiction over KGLPI or that KGLPI did not so breach, to declare that DIPCO materially breached the Supply Agreement;

d) To declare that DIPCO's and KGLPI's breaches Of the Supply Agreement are not excused by force majeure, or, in the alternative, if the Tribunal finds either that it lacks jurisdiction over KGLPI or that KGLPI did not materially breach the Supply Agreement, to declare that DIPCO's breaches of the Supply Agreement are not excused by force majeure;

e) To declare that the Supply Agreement was validly terminated by Doosan for material breach on 4 March 2016 in accordance with Sub-Clause 16.2 of the FIDIC General Conditions;

f) To order DIPCO and KGLPI - or, in the alternative circumstance described in (c) above, to order DIPCO - to pay to Doosan the amounts contemplated by Clause 16.4 of the FIDIC General Conditions in case of valid termination for material breach pursuant to Sub-Clause 16.2 of the FIDIC General Conditions, which amounts have been quantified at US$ 79,007,597;

g) To order that DIPCO and KGLPI - or, in the alternative circumstance described in (c) above, to order DIPCO - to pay pre-award interest at the US Federal Reserve Discount Rate + 3% on the amount ordered to be paid in (f) until issuance of the award, which interest has been quantified as of 6 November 2017 at US$ 5,530,327, and post-award interest at the US Federal Reserve Discount Rate + 3% on the amount ordered to be paid under (f);

h) Alternatively to (c) through (g) above, to declare that the Supply Agreement terminated on the basis of impossibility pursuant to Sub-Clause 19.7 of the FIDIC General Conditions and Article 159 of the Egyptian Civil Code;

i) In such case, to order DIPCO and KGLPI to pay to Doosan the amounts contemplated by Sub-Clause 19.6(a) of the FIDIC General Conditions, which amounts have been quantified as US$ 78,980,879; in the alternative, if the Tribunal finds that it either lacks jurisdiction over KGLPI or that KGLPI is not liable to Doosan under the Supply Agreement, to order DIPCO to pay to Doosan the said amount;

j) To order that DIPCO and KGLPI - or, in the alternative circumstance described in (i) above, to order DIPCO - to pay pre-award interest at the US Federal Reserve Discount Rate + 3% on the amount ordered to be paid in (i) until issuance of the award, which interest has been quantified as of 6 November 2017 at US$ 5,528,409, and post-award interest at the US Federal Reserve Discount Rate + 3% on the amount ordered to be paid under (i);

k) Alternatively to (i) through (j) above, to order DIPCO and KGLPI to pay Doosan the amount contemplated by Sub-Clause 19.6(c) of the FIDIC General Conditions, which amount has been quantified at US$ 75,765,593; in the alternative, if the Tribunal finds that it either lacks jurisdiction over KGLPI or KGLPI is not liable to Doosan under the Supply Agreement, to order DIPCO to pay to Doosan said amount;

l) To order that DIPCO and KGLPI - or, in the alternative circumstance described in (k) above, to order DIPCO - to pay pre-award interest at the US Federal Reserve Discount Rate + 3% on the amount ordered to be paid in (k) until issuance of the award, which interest has been quantified as of 6 November 2017 at US$ 5,297,591, and post-award interest at the US Federal Reserve Discount Rate + 3% on the amount ordered to be paid under (k);

m) In any event, to declare that DIPCO and/or KGLPI are not entitled to any re-payment, partially or wholly, of the advance payment provided to Doosan of US$ 18.4 million; and

n) To order DIPCO and KGLPI to pay all costs and expenses of this arbitration, including the ICC's administrative fees, the fees and expenses of the Arbitral Tribunal, the fees and expenses of Doosan's legal representatives and experts in respect of this arbitration, and any other costs of this arbitration; and finally

o) To grant any other relief that it deems just and proper.

(i) This arbitration shall not proceed against KGLPI, the 2nd Respondent, which is not bound to any Arbitration Agreement with the Claimant.

(ii) This arbitration cannot proceed due to Claimant's failure to quantify its claim as requested by the Rules.

(iii) This arbitration shall not proceed as no Arbitration Agreement existed at the date of the RFA.

26. Alternatively, the Tribunal should issue an award:

(i) Denying any of the relief requested by Claimant in its RFA;

(ii) Ordering that Claimant and Counter-Respondent Doosan pay back DIPCO's advance payment of approximately US $18.4 million for the undelivered Container Cranes;

(iii) Awarding to Respondents all of their costs and fees associated with this arbitration;

(iv) Awarding to Respondents pre-award and post-award interest, as appropriate in light of the other items of relief requested, at the highest lawful rate; and

(v) Awarding to Respondents such other relief as the Tribunal may deem appropriate.

(i) The Tribunal has no jurisdiction over Respondent 2;

(ii) Denying all of the relief requested by Claimant in its RFA;

(iii) Awarding to Respondent 1 all of its costs and fees associated with this arbitration;

(iv) Awarding to Respondent 1 pre-award and post-award interest, as appropriate in light of the other items of relief requested, at the highest lawful rate; and

(v) Awarding to Respondent 1 such other relief as the Tribunal may deem appropriate.

(i) The Tribunal has no jurisdiction over Respondent 2;

(ii) Denying all of the relief requested by Claimant in its C-SECONDREPLY;

(iii) Awarding to Respondent 1 all of its costs and fees associated with this arbitration;

(iv) Awarding to Respondent 1 pre-award and post-award interest, as appropriate in light of the other items of relief requested, at the highest lawful rate; and

(v) Awarding to Respondent 1 such other relief as the Tribunal may deem appropriate.

(i) The Tribunal has no jurisdiction over Respondent 2;

(ii) Denying all of the relief requested by Claimant in its C-REBUTTAL;

(iii) Awarding to Respondent 1 all of its costs and fees associated with this arbitration;

(iv) Awarding to Respondent 1 pre-award and post-award interest, as appropriate in light of the other items of relief requested, at the highest lawful rate; and

(v) Awarding to Respondent 1 such other relief as the Tribunal may deem appropriate.

Therefore;.

1) This Arbitration may neither be accepted nor proceed and the Tribunal has no jurisdiction over either Respondent. And even if this Arbitration is to proceed.

2) KGLPI may not be joined to the Arbitration and, in all cases, may not be liable to Doosan.

3) The Doosan's relief sought shall be denied as :

a. No damages are due to be paid to Doosan, by either DIPCO or by KGLPI as neither breached the Supply Agreement or else.

b. No interest of any rate or amount is due to Doosan and Doosan should pay back the USD 18.4 Million advance payment to DIPCO with interest.

c. The Supply Agreement was terminated by Doosan itself on March 4, 2016 without following the Applicable Law termination stipulations, and may not be declared terminated by the tribunal upon any other reasons or occurrence as it has already been terminated by Doosan itself for its already alleged and declared reasons and such a termination already took effect since March 4, 2016.

d. No other relief to Doosan is justified or appropriate under this Arbitration.

And thereby the Tribunal is sought to:

e. Award to DIPCO all of its costs and interest incurred due this Arbitration.

95 In view of all the foregoing, DIPCO hereby respectfully request the Tribunal to issue a decision or an award deciding that:

(i) This arbitration shall not proceed against KGLPI, the 2nd Respondent, that refrained from joining this Arbitration since its inception and is not bound to any Arbitration Agreement with the Claimant.

(ii) This arbitration cannot proceed due to Claimant's failure to quantify its claim as requested by the Rules.

(iii) This arbitration shall not proceed as no Arbitration Agreement existed at the date of the RFA.

96 Alternatively, the Tribunal should issue an award:

(i) Denying any of the relief requested by Claimant;

(ii) Awarding DIPCO all of its costs and fees associated with this arbitration;

(iii) Awarding to DIPCO pre-award and post-award interest, as appropriate in light of the other items of relief requested, at the highest lawful rate; and

(iv) Awarding to DIPCO such other relief as the Tribunal may deem appropriate.

1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract hereinafter referred to.

2. The following documents shall be deemed to form and be read and construed as part of this Contract:

(a) the Revised Price Schedule dated 12 April 2007

(b) the Pre-Design Minutes of Meeting (MOM) dated 12 April 2007

(c) the Addenda no 1

(d) the Employer's Requirements dated October 2006

(e) the Revised Appendix to Tender and Particular Conditions dated April 12, 2007

(f) the Tender Documents (including General and Particular Conditions) dated November 2006

(g) the Letter of Confirmation dated 19 March 2007

(h) the Letter of Acceptance dated 5 March 2007

(i) the Letter of Tender dated 13 December 2006

(j) the Contractor's Proposal (Technical and Commercial) and Schedules [A1-A8 and B1-B7]

3. In consideration of the payments to be made by the Employer to the Contractor as hereinafter mentioned, the Contractor hereby covenants with the Employer to design, execute and complete the Works and remedy any defects therein, in conformity with the provisions of the Contract.

4. The Employer hereby covenants to pay the Contractor, in consideration of the execution and completion of the Works and remedying of defects therein, the Contract Price at times and in the manner prescribed in the Contract.

The Employer shall give the Contractor right of access to, and possession of, all parts of the Site within the time (or times) stated in the Appendix to Tender. The right and possession may not be exclusive to the Contractor. If, under the Contract, the Employer is required to give (to the Contractor) possession of any foundation, structure, plant or means of access, the Employer shall do so in the time and manner stated in the Employer's Requirements. However, the Employer may withhold any such right or possession until the Performance Security has been received.

If no such time is stated in the Appendix to Tender, the Employer shall give the Contractor right of access to, and possession of, the Site within such times as may be required to enable the Contractor to proceed in accordance with the programme submitted under Sub-Clause 8.3 [Programme].

If the Contractor suffers delay and/or incurs Cost as a result of a failure by the Employer to give any such right or possession within such time, the Contractor shall give notice to the Engineer and shall be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:

(a) an extension of time for any such delay, if completion is or will be delayed, under Sub-Clause 8.4 [Extension of Time for Completion], and

(b) payment of any such Cost plus "reasonable profit, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause 3.5 [Determinations] to agree or determine these matters.

However, If and to the extent that the Employer's failure was caused by any error or delay by the Contractor, including an error in, or delay in the submission of, any of the Contractor's Documents, the Contractor shall not be entitled to such extension of time, Cost or profit.

The Employer shall be entitled to terminate the Contract, at any time for the Employer's convenience, by giving notice of such termination to the Contractor. The termination shall take effect 28 days after the later of the dates on which the Contractor receives this notice or the Employer returns the Performance Security. The Employer shall not terminate the Contract under this Sub-Clause in order to execute the Works himself or to arrange for the Works to be executed by another contractor.

After this termination, the Contractor shall proceed in accordance with Sub-Clause 16.3 [Cessation of Work and Removal of Contractor's Equipment] and shall be paid in accordance with Sub-Clause 19.6 [Optional Termination, Payment and Release].

The Contractor shall be entitled to terminate the Contract if:

(a) the Contractor does not receive the reasonable evidence within 42 days after giving notice under Sub-Clause 16.1 [Contractor's Entitlement to Suspend Work] i n respect of a failure to comply with Sub-Clause 2.4 [Employer's Financial Arrangements],

(b) the Engineer falls, within 56 days after receiving a Statement and supporting documents, to issue the relevant Payment Certificate,

(c) the Contractor does not receive the amount due under an Interim Payment Certificate within 42 days after the expiry of the time stated in Sub Clause 14.7 (Payment] within which payment is to be made (except for deductions in accordance with Sub-Clause 2.5 [Employer's Claims]),

(d) the Employer substantially falls to perform his obligations under the Contract,

(e) the Employer falls to comply with Sub-Clause 1.6 [Contract Agreement] or Sub-Clause 1.7 [Assignment].

(f) a prolonged suspension affects the whole of the Works as described in Sub-Clause 8.11 [Prolonged Suspension], Or

(g) the Employer becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against him, compounds with his creditors, or carries on business under a receiver, trustee or manager for the benefit of his creditors, or if any act is done or event occurs which (under applicable Laws) has a similar effect to any of these acts or events.

In any of these events or circumstances, the Contractor may, upon giving 14 days' notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.

The Contractor's election to terminate the Contract shall not prejudice any other rights of the Contractor, under the Contract or otherwise.

After a notice of termination under Sub-Clause 16.2 [Termination by Contractor] has taken effect, the Employer shall promptly:

(a) return the Performance Security to the Contractor,

(b) pay the Contractor in accordance with Sub-Clause 19.6 [Optional Termination, Payment and Release], and

(c) pay to the Contractor the amount of any loss of profit or other loss or damage sustained by the Contractor as a result of this termination.

Neither Party shall be liable to the other Party for loss of use of any Works, loss of profit, loss of any contract or for any indirect or consequential loss or damage which may be suffered by the other Party in connection with the Contract, other than under Sub-Clause 16.4 [Payment on Termination] and Sub-Clause 17.1 [Indemnities].

The total liability of the Contractor to the Employer, under or in connection with the Contract other than under Sub-Clause 4.19 [Electricity, Water and Gas], Sub-Clause 4.20 [Employer's Equipment and Free-Issue Material], Sub-Clause 17.1 [Indemnities] and Sub-Clause 17.5 [Intellectual and Industrial Property Rights], shall not exceed the sum stated in the Particular Conditions or (if a sum is not so stated) the Accepted Contract Amount.

This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct by the defaulting Party.

In this Clause, "Force Majeure" means an exceptional event or circumstance:

(a) which is beyond a Party's control,

(b) which such Party could not reasonably have provided against before entering into the Contract,

(c) which, having arisen, such Party could not reasonably have avoided or overcome, and

(d) which is not substantially attributable to the other Party.

Force Majeure may include, but is not limited to, exceptional events or circumstances of the kind listed below, so long as conditions (a) to (d) above are satisfied;

(i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies,

(ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,

(iii) riot, commotion, disorder, strike or lockout by persons other than the Contractor's Personnel arid other employees of the Contractor and Subcontractors,

(iv) munitions of war, explosive materials, lonising radiation or contamination by radio-activity, except as may be attributable to the Contractor’s use of such munitions, explosives, radiation or radio-activity, and

(v) natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.

If a Party is or will be prevented from performing any of its obligations under the Contract by Force Majeure, then it shall give notice to the other Party of the event or circumstances constituting the Force Majeure and shall specify the obligations, the performance of which is or will be prevented. The notice shall be given within 14 days after the Party became aware, or should have become aware, of the relevant event or circumstance constituting Force Majeure.

The Party shall, having given notice, be excused performance of such obligations for so long as such Force Majeure prevents it from performing them.

Notwithstanding any other provision of this Clause, Force Majeure shall not apply to obligations of either Party to make payments to the other Party under the Contract.

If the execution of substantially all the Works in progress is prevented for a continuous period of 84 days by reason of Force Majeure of which notice has been given under Sub-Clause 19.2 [Notice o f Force Majeure], or for multiple periods which total more than 140 days due to the same notified Force Majeure, then either Party may give to the other Party a notice of termination of the Contract. In this event, the termination shall take effect 7 days after the notice is given, and the Contractor shall proceed in accordance with Sub-Clause 16.3 [Cessation of Work and Removal of Contractor's Equipment].

Upon such termination, the Engineer shall determine the value of the work done and issue a Payment Certificate which shall include:

(a) the amounts payable for any work carried out for which a price is stated in the Contract;

(b) the Cost of Plant and Materials ordered for the Works which have been delivered to the Contractor, or of which the Contractor is liable to accept delivery: this Plant and Materials shall become the property of (and be at the risk of) the Employer when paid for by the Employer, and the Contractor shall place the same at the Employer’s disposal;

(c) any other Cost or liability which in the circumstances was reasonably incurred by the Contractor in the expectation of completing the Works;

(d) the Cost of removal of Temporary Works and Contractor's Equipment from the Site and the return of these items to the Contractor's works in his country (or to any other destination at no greater cost); and

(e) the Cost of repatriation of the Contractor's staff and labour employed wholly in connection with the Works at the date of termination.

Notwithstanding any other provision of this Clause, if any event or circumstance outside the control of the Parties (including, but not limited to, Force Majeure) arises which makes it impossible or unlawful for either or both Parties to fulfil its or their contractual obligations or which, under the law governing the Contract, entitles the Parties to be released from further performance of the Contract, then upon notice by either Party to the other Party of such event or circumstance:

(a) the Parties shall be discharged from further performance, without prejudice to the rights of either Party in respect of any previous breach of the Contract, and

(b) the sum payable by the Employer to the Contractor shall be the same as would have been payable under Sub-Clause 19.6 [Optional Termination, Payment and Release] if the Contract had been terminated under Sub-Clause 19.6.

Time for access to the Site 2.1...... 455 days after Commencement Date

Subject to the satisfaction of all conditions mentioned under Clause 4 herein below, DIPCO agrees that DOOSAN may sell or supply the Disposal Cranes to a third party of parties and that the delivery date for said Cranes shall be amended by virtue of Clause 4(iv).

The Parties agree that the exercise of DOOSAN to the option referred to In Clause 3 above is conditional upon the following:

i. DIPCO shall not bear any additional cost from this transaction sale.

ii. DOOSAN agrees that the total price for the fourteen (14) cranes shall be 120,000,000 $ (only one hundred and twenty million US dollars) including all costs, fees, any claims such as transportation costs and claims for changes of oil, ropes, etc,.. and also the costs of fixation of any problem that may be discovered after the delivery,

DIPCO shall pay DOOSAN an amount equivalent to 60% of the price of the unsold STS Cranes that has already been constructed for DIPCO by DOOSAN with a minimum of ten (10) cranes (ie 60% of 85,000,000 $ (only nighty five million US dollars)) after the lapse of one week from the financial close (the financial close refers to the date of the acceptance of the new business plan of DIPCO by the shareholders and the lenders of DIPCO).

If DIPCO did not pay the 60% amount until the end of August, 2009, DIPCO shall pay an annual Interest rate of 6.5 % on the due amounts to be calculated starting from the 1st of September, 2009.

DIPCO shall pay to DOOSAN an amount of 9,000,000 $ (only nine million US dollars) by the end of December, 2009 provided that the KPA tender mentioned below is not won by the consortium led by DOOSAN.

The remainder of the total price of the cranes shall be paid in accordance with the Original Contract.

iii. DOOSAN shall produce and supply DIPCO with new STS Cranes in replacement of the Disposal Cranes (the "Replacement Cranes") and such replacement obligation shall automatically include any other number of STS Cranes which DIPCO might expressly permit DOOSAN to sell to third parties at a future date including the supply of STS cranes to KPA stipulated herein below.

iv. DOOSAN shall supply STS Cranes and/or the Replacement Cranes to DIPCO upon receipt of a notification to that effect from DIPCO. For the avoidance of doubt, the notification sent from DIPCO to DOOSAN shall include, inter alia, the number of the requested cranes for each delivery date and the requested delivery date(s) (which shall not be less than nine months for the first four STS Cranes and twelve months for the remainder of the STS Cranes/Replacement Cranes from the date the notification is sent by DIPCO).

v. DOOSAN shall co-operate with DIPCO and KGLPI in future sales activities and in particular DOOSAN shall co-operate with DIPCO and KGLPI to finalize the tender known as the "Kuwait Port Authority (KPA)" and shall participate as co-leader with KGLPI with regards to said tender for the supply of STS Cranes, related equipment and civil-and electrical works (DOOSAN responsibility is limited to only supplying STS cranes to KPA as they are built under contract with DIPCO).

vi. In case KGLPI and DOOSAN succeed in the tender mentioned under V. above, DIPCO shall have the right to request to DOOSAN and DOOSAN shall be obliged to supply an additional number of STS cranes to KPA under the KPA tender based on the same terms, conditions, Specifications and process stipulated under the Original Contract. Notwithstanding aforesaid, the price and delivery time shall be determined in separate according to mutual agreement between the Parties.

The Parties agree that all other terms and conditions of the Original Contract remain valid and enforceable without any amendment other than those stipulated under this agreement.

It is largely admitted that by virtue of a usage of the International trade, where a contract, including an arbitration clause, is signed by a company which is a party to a group of companies, the other company or companies of the group which are involved in the execution, the performance and/or the termination of the contract are bound by the arbitration clause, provided the common will of the parties does not exclude such an extension, and even more so where the common will of the parties was to include a company of the group in the contractual relationship, even if such company did not formally sign the contract.¹⁵¹

Where one of the parties to a group of companies enters into an arbitration agreement, it does not prove that its mother company will be bound by the arbitration clause, unless one can establish that it took part in the execution of the contract or (emphasis added) created confusion as to the party actually bound by the arbitration clause, in a manner that the will of one company may be mistaken for that of the other, however, the existence of those conditions of intervention needs to be verified or the involvement in the arbitration dispute in accordance with its exceptional nature.

Considérant qu'il est donc établi que SUBA&UNICO a participé tant à la négociation qu'à l'exécution du contrat du 17 juillet 2005 liant SUBA France à PUJOL et qu'elle est donc directement impliquée dans cette exécution et dans les litiges qui peuvent en résulter ; qu'elle ne peut dès lors valablement soutenir avoir ignoré la convention d'arbitrage et ce, d'autant moins qu'elle affirme elle-même, dans un courrier qu'elle a adressé le 14 mai 2007 à PUJOL, intervenir depuis plus de 40 ans dans le secteur des semences potagères et qu'elle a été informée par cette dernière de ce qu'elle envisageait de recourir à la procédure d'arbitrage instaurée par la clause litigieuse dès Janvier 2007.

English unofficial translation: Considering that it is thus established that SUBA&UNICO participated both in the negotiation and in the performance of the contract of 17 July 2005 between SUBA France and PUJOL and that the company was thus directly involved in this performance and in the ensuing disputes ; that the company cannot succeed in arguing a lack of knowledge of the arbitration agreement, especially since it stated, in a letter sent to PUJOL on 14 May 2007, that it had been involved in the vegetable seed industry for more than 40 years and that it had been informed by [PUJOL] of its intention to resort to the arbitration proceedings provided for in the arbitration clause as early as January 2007.

"Mais attendu que l'effet de la clause d'arbitrage s'étend aux parties directement impliquées dans l'exécution du contrat et les litiges qui peuvent en résulter; que la cour d'appel, qui a relevé que les deux sociétés françaises filiales de la société Amko étaient intervenues pour l'agrément par la société AME, des micro-processeurs électroniques, en a exactement déduit que ces sociétés étaient en droit de se prévaloir, à l'égard de la société ABS et de son assureur subrogé, de la clause d'arbitrage stipulée au contrat liant leur société mère à la société AME".

English unofficial translation: But considering that the effects of the arbitration agreement extend to the parties directly involved in the performance of the contract and to the disputes which can arise out of it; that the Court of appeals, which found that the two French subsidiaries of the Amko company had intervened regarding the approval of the electronic microprocessors by the AME company, has properly concluded that these companies were entitled to rely, with respect to ABS and its subrogated insurer, on the arbitration clause stipulated in the contract binding their parent company to AME.

The effect of the international arbitration agreement stipulated in the initial contract [extends] to the parties directly involved in the performance of the contract.

[...] Where one or the parties to a group of companies enters into an arbitration agreement, it does not prove that its mother company will be bound by the arbitration clause, unless one can establish that it took part in the execution of the contract OR created confusion as to the partyactually bound by the arbitration clause, in a manner that the will of one company may be mistaken for that of the other [...].

- The Tender Document shows that KGLPI's employees were closely involved in the tender process. For instance, the Tender Document indicates: "Tenderers will be granted access to the Site during the tender period for the purpose of inspecting the Site, its facilities and the access thereto/therefrom. Tenderers should contact Dr. Ahmed Amin from KGL Ports International at Damietta Port in Egypt contact number +201 01516170 to make arrangements."⁶¹

- The "Instructions to tenderers" indicate that queries concerning the Tender Document should be directed to KGLPI.⁶²

- KGLPI was initially listed as a party (the Employer) to the Contract Agreement sent to the tender participants⁶³ and as the beneficiary of the contract's performance security.⁶⁴

[...] when we negotiated the Amendment Agreement in 2009, I recall that Mr. Sam Khatib intervened in the negotiation as a KGL employee to negotiate on behalf of DIPCO. On 21 July 2009, Mr. Khatib wrote to Mr. Choi of Doosan stating that, after their meeting of the same day, he would like to "summarize DIPCO's offer to solve the situation with Doosan." Mr. Khatib signed his email in the following way "Sam khatib -KGL Holding."⁶⁶

- The LOA includes a caveat stipulating that KGLPI has the ability to cancel the LOA, thereby in effect overturning DIPCO's acceptance.⁶⁸ As indicated by the Claimant,⁶⁹ this tends to show that KGLPI was not merely acting on DIPCO's behalf during the negotiation phase, but on its own volition as a separate party involved in the contract.

- The LOA provides that any violation by Doosan of its confidentiality obligation will "automatically lead to LOA cancellation with no costs impact on KGLPI".⁷⁰ The reference to KGLPI rather than to DIPCO shows its role in the contractual relationship.

We have been informed that Doosan Heavy Industries & Construction Co., Ltd. [...] is submitting an offer for such contract in response to your invitation, and that the conditions of your invitation [...] require [t]his offer to be supported by a tender security.

[We] undertake to pay you [KGLPI] any sum or sums not exceeding in total the amount of USD 1,890,000 dollars".⁷²

[T]he Employer has appointed the Employer's Representative to carry out all port development activities under a separate management agreement. Accordingly, the Employer's Representative is responsible for all procurement related to the project construction / development.⁷⁵

- A memorandum sent to Doosan in September 2007 describing the Damietta Port quays where the Cranes were to be offloaded was produced on the letterhead of Kuwait United Development ("KUD"), an affiliate of KGLPI, and the accompanying drawings listed KUD as project manager.⁸³ As a result, Doosan corresponded in 2006 and 2007 with both KGLPI and KUD about the Cranes' shipment rather than with DIPCO.⁸⁴

- Mr Jongsuk Park describes in his first witness statement the confusion arising from the fact that DIPCO's managers used KGL email addresses.⁸⁵ For instance, Mr Bahbahani, DIPCO'S CEO, used email addresses of KGLPI or UITC (a company which is part of the KGL group), and Mr Alsarraf, DIPCO's technical director, used email addresses of KGLPI or IMC (a subsidiary of the KGL group). The same goes for Mr Khatib, Doosan's point of contact after 2012, Mr Al-Baghli, DIPCO's chairman, and a number of senior employees of DIPCO.⁸⁶

- Mr Albaghly served as chairman of both KGLPI and dipco.⁸⁹

- Mr Al-Mazeedi acted as Chairman and CEO of DIPCO and KGLPI.⁹⁰

- Mr Bahbahani acted as CEO of DIPCO, CEO of IMC and as Managing Director of UITC (both belonging to the KGL Group).⁹¹

- Mr Al Sarraf, acted as DIPCO's technical director and KGLPI's corporate technical director.⁹²

- Mr All acted as KGLPI's corporate projects director and DIPCO'S project director.⁹³

- Mr Al Baghli acted as KGLPI's vice-chairman and COO of KGLPI and as chairman of DIPCO.⁹⁴

- Mr Khatib was director of business development at the KGL Group, and became, in 2009, a board member for DIPCO, appointed by KGLPI.⁹⁵

I could not really tell what tasks KGLPI and DIPCO separately performed under the Supply Agreement. This is because I could not really tell when a person was acting as a KGLPI employee and when he was acting as an employee of DIPCO. As I mentioned in my First Witness Statement, most of the persons who worked on the Damietta Project were employees of both DIPCO and KGLPI and it was almost impossible for me to distinguish between their different capacities. For example, I knew that Mr. Khatib was a KGL employee but he was also significantly involved in the Damietta Port Project and in matters relating to the Supply Agreement. I understand that Mr. Khatib has emphasized in his witness statement that he acted as a board member of DIPCO when he was involved in the Damietta Project. However, his business card does not mention that he is board member of DIPCO and only says that he is a director. Even employees of DIPCO who did not officially hold any capacity in KGLPI used KGLPI email addresses. This is the case for Mr. Abdel-Khalek for example. Usually, when I start working on a project, there is a "kick-off" meeting where everyone is introduced, so that we can understand who is who and who is doing what. However, this did not happen for the Damietta Port Project.⁹⁷

- In an email dated 19 November 2008, Mr Park (Doosan) wrote to Mr Ali (KGLPI-DIPCO) and Mr Alsarraf (DIPCO-KGLPI- IMC-UITC): "During the meeting in Kuwait on 12th of November, you confirmed that you would provide us with the final version of port construction schedule by 20th November. "⁹⁸

- In a letter dated 15 December 2008, Mr Chung (Doosan) wrote to Mr Bahbahani (DIPCO-UITC-IMC): "[W]e, Doosan Heavy Industries & Construction Co., Ltd., hereby submit our letter of affidavit according to our previous corresponds [sic] and meeting result between KGLPI and Doosan. "⁹⁹

- In a teleconference between Doosan and KGLPI on 9 July 2009 discussing Doosan's re-sale of the cranes, the minutes indicate that the only attendees were representatives of Doosan and KGLPI.¹⁰⁰

- Mr Park also describes the role taken by Mr Khatib in the negotiations of the 2009 amendment "as a KGL employee".¹⁰¹

- A meeting between Doosan and DIPCO was set up "at KGL's offices in Rotterdam".¹⁰⁵

- As explained by Mr Park, certain correspondence from Doosan dealing with key issues of contractual performance were sent to DIPCO at an address in Kuwait - for instance, a letter was sent on 15 December 2008 from Doosan to Kuwait, referring to the "previous corresponds and meeting result between Doosan and KGLPI"¹⁰⁶ and a letter was sent on 16 April 2009 to Kuwait dealing with the damages incurred by Doosan to date.¹⁰⁷

As a result of DIPCO's consistent, serious and egregious breach of the Contract, and in particular of Clause 4(ii) Of the Amendments, in light of the cancellation of the Concession Agreement pursuant to Prime Minister's Decree No. 2799 of 2015, published on November 19, 2015, and in light of DIPCO's failure to remedy its breaches, Doosan hereby notifies DIPCO of the termination of the Contract, as pursuant to Article 16 of General Conditions of the Original Contract.

For the subjected agreement, we would like to share our opinion with your esteemed company. We waited the financing close around 3 months upto now and It is already December of 2009. It means that USD 94,000,000 (USD 85,000,000 + USD 9,000,000) has to be remitted within 30 days beside the interest amount for USD 85,000,000. It is because KPA project is turned to new cranes subject to KPA requirement.

- The first option was to wait for the Project to resume, as the Respondents represented would occur, so that Doosan could deliver the Cranes to Damietta and receive the full Contract Price. That was obviously the best option for Doosan, especially once the value of the Cranes had substantially depreciated. In that scenario, Doosan's only "loss" would have been the storage and maintenance costs it had incurred, plus eventually some foreign exchange losses. And even if Doosan did not succeed in obtaining compensation from the Respondents for this "loss", at least part of the loss would have been offset by Doosan's profit margin embedded in the Contract Price.

- The second option was for the Respondents themselves to sell the Cranes and then to pay to Doosan the full contract price. This was the second best case scenario, given DIPCO's precarious solvency, which meant that, initially, Doosan might have received only a portion of the contract price (corresponding to the resale price of the Cranes). But DIPCO would nevertheless have had an uncontested debt to Doosan for the remaining difference between the contract price and whatever amount it initially paid to Doosan, which Doosan could then enforce.

- The third option was for Doosan to sell the Cranes to one or more third parties at its own risk, pursuant to the authorization that the Respondents granted in September 2010, as recorded in the minutes of a meeting between DIPCO and Doosan. Whether this option held any attraction depended primarily on two factors: (i) the net price (ie, "net" of any modification and/or transportation costs) that Doosan could obtain from a third party for the Cranes at any given point in time and (ii) the anticipated schedule of delivery communicated by Respondents. The second factor was relevant, in part, because Respondents' authorization of third party sales was conditioned on Doosan's agreeing to remanufacture Cranes upon DIPCO's request without any additional compensation from the Respondents beyond the Contract Price.

Hence, once the resale price of the Cranes fell below Doosan's manufacturing costs (which was almost invariably the case from 2010 onwards), reselling the Cranes under this option would have resulted in a definite loss for Doosan (in the amount - at least - of the difference between the net resale price and Doosan's original manufacturing costs), which could have been compounded by an additional loss if the price of raw materials and labor had risen by the time Doosan was required to remanufacture new Cranes. In addition, certain timing issues had to be taken into consideration, as it takes approximately 12 months to build a new Crane. Hence, whenever Doosan received delivery schedules from the Respondents establishing delivery dates less than a year in the future, it could not sell its existing Cranes without taking the risk of defaulting on its commitment toward Respondents.

- Finally, one last option would have been to terminate the Contract at an earlier point and then sell the Cranes to third parties. But, as explained by Mr Park, this option would not be ideal even under the best of circumstances since it entailed significant risks. First, had Doosan terminated the Supply Agreement at any earlier point, it would certainly have faced DIPCO's call for liquidation of its advance payment guarantees. Second, the validity of Doosan's termination prior to Egypt's cancellation of the Damietta Port Concession would almost certainly have been legally challenged by Respondents. Third, Doosan would still have had to commence legal proceedings against Respondent to recover the difference between the resale price of the Cranes and the Contract Price (as it is doing now).

(1) Contracts for the supply of goods to be manufactured or produced are to be considered sales unless the party who orders the goods undertakes to supply a substantial part of the materials necessary for such manufacture or production.

(2) This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.

When the contractor accomplishes the work and puts it under the disposition of the Employer, the Employer should initiate to receive it as soon as possible as under the current custom in transactions. If he refrains without a legal reason from the receipt in spite of being requested to do so by an Official Notice, the work would be deemed as delivered to him.

Every notice or enforcement (execution) will be served by the bailiffs: upon the request of an opponent, the courts secretariat or by order of the court. The opponents or their attorneys will guide the procedures and present the papers to the bailiff to be served or enforced, all of the same unless the law stipulates otherwise. The bailiffs will not be responsible but for their mistakes in conducting their jobs.

In bilateral agreements, if an obligation lapses due impossibility of performance the opposing obligations would lapse as well and the contract would be terminated by itself."

If a person proves that the damage was caused by a foreign cause not related to him, as a sudden accident, force majeure, the mistake of the injured or the mistake of another (third party), he will not be responsible to compensate that damage unless a provision or an agreement stipulates otherwise.

In case of the debtor's impossibility of performance or an obligation in kind (in rem) he will be adjudged to compensate due non performance, save where the debtor establishes that non performance was due a foreign cause not related to him, and the same will be in case of delay in the performance of his obligation.

(i) offered a 2% discount on the total contract price

(ii) accepted to condition any future payment under the Supply Contract upon the occurrence of the Financial Close;

(iii) accepted to cancel the existing delivery schedule for the Cranes and to leave the schedule to be determined by DIPCO’s discretion; and

(iv) took sole responsibility for reselling the 14 ordered Cranes to third parties so that it could improve its cash flow situation, while agreeing to timely remanufacture new Cranes, at DIPCO's request and at the original price, and without claiming any compensation from Respondents in case the third-party sales resulted in a loss for Doosan.

If the Engineer falls to certify in accordance with Sub-Clause 14.6 [Issue of Interim Payment Certificates] or the Employer falls to comply with Sub-Clause 2.4 [Employer's Financial Arrangements] or Sub-clause 14.7 [Payment], the Contractor may, after giving not less than 21 days’ notice to the Employer, suspend work (or reduce the rate of work) unless and until the Contractor has received the Payment Certificate, reasonable evidence or payment, as the case may be and as described in the notice.

The Contractor shall be entitled to terminate the Contract if:

(a) the Contractor does not receive the reasonable evidence within 42 days after giving notice under Sub-Clause 16.1 [Contractor's Entitlement to Suspend Work] in respect of a failure to comply with Sub-Clause 2.4 [Employer's Financial Arrangements], [...]

The actions of the Egyptian government following the Amendment, which repeatedly stymied financial close, followed by the political upheaval in Egypt in 2011, eventually resulted in the failure of the Damietta Project. This failure was not a foreseeable outcome.¹⁶⁶

Article 218

The compensation shall not be due unless after notice to the debtor, if not otherwise stipulated for (emphasis added).

Article 219

The notice to the debtor shall be by warning him or by what may substitute the warning, service of the warning may be effected by mail as stipulated for by the Procedural law, or according to an agreement thereby the debtor will be considered as noticed by occurrence of a term without the need for any other procedure.

In bilateral contracts, if an obligation is terminated because of impossibility of its implementation, counter-obligations shall also be terminated, and the contract shall be rescinded by itself.

If a person proves that the damage was caused by a foreign cause not related to him, as a sudden accident, force majeure, the mistake of the injured or the mistake of another (third party), he will not be responsible to compensate that damage unless a provision or an agreement stipulates otherwise.

The Contractor shall be entitled to terminate the Contract if: [...] (d) the Employer substantially fails to perform his obligations under the Contract.

After a notice of termination under Sub-Clause 16.2 [Termination by Contractor] has taken effect, the Employer shall promptly: [...] (b) pay the Contractor in accordance with Sub-Clause 19.6 [Optional Termination, Payment and Release], and (c) pay the Contractor the amount of any loss of profit or other loss or damage sustained by the Contractor as a result of this termination.

(a) the amounts payable for any work carried out for which a price is stated in the Contract; [...] (c) any other Cost or liability which in the circumstances was reasonably incurred by the Contractor in the expectation of completing the Works [...]

• the price for the works undertaken (16.4(b) in conjunction with 19.6(a));

• the cost or liability it reasonably incurred in the expectation of completing the works (16.4(b) in conjunction with 19.6(c)); and

• the loss of profit or other loss or damage it sustained (16.4 (c)).

[...] the amount of damages includes losses suffered by the creditor and profits of which he has been deprived, provided that they are the normal result of the failure to perform the obligation or of delay in such performance. These losses shall be considered to be a normal result, if the creditor is not able to avoid them by making a reasonable effort.

• DIPCO's right to be delivered with the number of Cranes as defined in the Supply Agreement was to "remain valid and enforceable" (Clause 5 of the 2009 Amendment).

• Both Parties expected these deliveries to occur by the end of August 2009, on the basis of the "financial close" (acceptance of the new business plan of DIPCO by its shareholders and lenders; irrespective whether the financial close is to be interpreted as a suspensive condition or a term), and set for these deliveries in Sub-Clause 4(iv) a tight timeframe for delivery requests (of DIPCO) and delivery dates (to be observed by Doosan).

• The main arrangement was that Doosan was Granted the "option" to sell a certain number of Cranes Which were actually due to be supplied to DIPCO under the original contract (the "Disposal Cranes") to a third party in order to generate cash-flow it financially needed. At the same time, Doosan had to be ready for delivery to DIPCO of identical Replacement Cranes at the original prices and the other terms and conditions and under the time frame mentioned before.

Specifically, a first batch of four Cranes was to be shipped on 15 September 2011, a second shipment of 6 Cranes on 15 February 2012, and a final shipment of 4 Cranes on 15 September 2012.86 Knowing that it takes between 12 and 18 months to manufacture new Cranes, Doosan could in reality only sell up to six Cranes to a third party in the period beginning September 2010 if it wanted to comply with this schedule. Moreover, if it sold those six Cranes, Doosan would have to begin manufacturing their replacements by February 2011, at the very latest (ie, 12 months in advance of required delivery on 15 February 2012).

In other words, beginning with the September 2010 Authorization, Doosan faced a simple choice: (i) sell the Cranes immediately to a third-party at a significantly (and increasingly) discounted price - thus incurring potentially irrecoverable losses on the Cranes' manufacturing costs but saving additional storage and maintenance costs - or (ii) incur additional storage and maintenance costs but potentially avoid all losses on the Cranes' manufacturing costs by delivering the Cranes to Respondents when the Project resumed and receive the full Contract Price. Needless to say, the balance between these two options weighed in favor of the second one, especially when Respondents were themselves optimistic about the Project's chances of resuming.

When, however, the obligation arises from contract, a debtor who has not been guilty of fraud or gross negligence will not be held liable for damages greater than those which could have normally been foreseen at the time of entering into the contract.¹⁹⁵

A contract does not create an obligation on third parties, however It can earn the latter a right.

Schedules A.1 to A.4 of the Supply Agreement contain a detailed breakdown of the price agreed between the Parties.²³² It remained undisputed between the Parties that from these Schedules, a price per Container Crane can be established.

"DOOSAN agrees that the total price for the fourteen (14) cranes shall be 120,000,000 $ (only one hundred and twenty million US dollars) Including all costs, fees, any claims such as transportation costs and claims for changes of oil, ropes, etc,.. and also the costs of fixation of any problem that may be discovered after the delivery. [...]"²³³

C for Doosan: But if you subcontract and the subcontractor is doing the work for a fixed price, do you need to worry about how many people from the subcontractor work on it?

Capt Arlt: I don't worry about how many people work on it, no, that's correct.²⁵⁷

[...]

C for Doosan: Okay, good. So again if you look at the numbers, it's 1,2,5, where the unit is full and there is 6 and 7, where there is still work to do. Again if you look at the amount from the subcontractor, it's all the same. If the subcontractor managed to do it in that price, do you need to worry about the manpower?

Capt Arlt: If you look at it that way, yes.

C for Doosan: You don't need to look at the manpower? Right?

Capt Arlt: Yes.²⁵⁸

3) Cancellation: The Principal must pay to the Subordinate 40% of the contract price per voyage if before the arrival at port of loading, and 80% if after the arrival (based on NR tender).²⁷⁸

- Payment for the amount of compensation (USD 2.5Mil-USD 2.9Mil) during the idle period.²⁸⁰