Основной (рамочный) договор на поставку и транспортировку природного газа
Master Agreement for Sale and Delivery of Natural Gas
(на английском языке)
This Master Agreement dated _____ 20XX is made between:
_____________ указать наименование компании) whose principal address is _______________ (указать юридический адрес), and _____________ (указать наименование компании) whose principal address is _______________ (указать юридический адрес) who are referred to in this Master Agreement as "the Parties".
The Parties have entered into or may enter into one or more Transactions for the sale and delivery of a quantity or quantities of Natural Gas, which Transaction or each of which, as the case may be, will be governed by this Master Agreement and an Exhibit signed by the Parties that incorporates this Master Agreement and confirms the details of each Transaction.
Accordingly the Parties agree the terms of this Master Agreement as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Except where otherwise stated in this Master Agreement the following words or phrases, where they appear in this Master Agreement or in an Exhibit incorporating it, shall have the meanings respectively ascribed to them:
"Affiliate" shall mean any holding company or subsidiary company of a Party or any Company which is a subsidiary company of the holding company of a Party and the expressions "holding company" and subsidiary shall have the meanings respectively ascribed to them by as amended
"Banking Day" shall mean a day (other than a Saturday or a Sunday) on which the clearing banks in London are open for business
"XXX" shall mean XXX Gas plc and includes its successors and assigns
"Gas Transportation System" shall mean the High Pressure Transmission System and storage facilities owned by ________ (указать владельца газопровода) or any of its affiliates downstream of the Delivery Point
"Buyer" shall mean the Party specified as Buyer in an Exhibit
"Contract Price" shall mean the sum specified as such in an Exhibit
"Daily Maximum Quantity" shall mean the Daily Maximum Quantity of Natural Gas specified in an Exhibit
"Day" shall mean the period of hours beginning at 0600 hours on any day and ending at 0600 hours on the following day
"Delivery Point" shall have the meaning specified in Clause 4.2
"Exhibit" shall mean an Exhibit signed by the Parties that incorporates the terms of this Master Agreement and confirms the details of a Transaction and is in substantially the form of the Attachment hereto
"Force Majeure" shall mean any event or circumstance not within the reasonable control of a Party acting and having acted as a Reasonable and Prudent Operator but shall be subject to the exclusions specified in Clause 9.2
"Gross Minimum Bill" Quantity shall mean, in respect of the Supply Period, the Gross Minimum Bill Quantity specified in an Exhibit
"High Pressure Transmission System" shall mean the Natural Gas system of transmission pipelines and associated facilities and plant excluding any pipelines that are of a nominal size of less than eighteen (18) inches and are normally operated at a pressure of less than two hundred and fifty (250) lb/in2 guage
"Master Agreement" shall mean the preamble and terms set out herein
"Month" shall mean a period beginning at 0600 hours on the first day of the calendar month and ending at 0600 hours on the first day of the following calendar month
"Monthly Shortfall Aggregate" shall have the meaning specified in Clause 6.1
"Monthly Statement" shall have the meaning specified in Clause 8.1
"Natural Gas" shall mean any hydrocarbons or mixture of hydrocarbons and other gases consisting primarily of methane which at sixty (60) degrees Fahrenheit and atmospheric pressure are or are predominantly in the gaseous state
"Net Minimum Bill Quantity" shall mean, in respect of the Supply Period, the Gross Minimum Bill Quantity less:
1.1.1 the aggregate of the quantities of Natural Gas to be delivered on any Day during the Supply Period in pursuance of Clause 3 which the Seller did not for any reason (including without limitation Force Majeure but excluding the Buyer's failure to accept delivery of Natural Gas tendered for delivery by the Seller in accordance with the terms of a Transaction) deliver on the Day in question; and
1.1.2 the aggregate of the quantities of Natural Gas to be delivered on any Day of which the Buyer refused or failed to accept delivery for reasons for which it was relieved from liability under Clause 9 or entitled so to do under Clause 5.2 (save to the extent that any such quantities are included in Sub-Sub-Clause 1.1.1)
"Off-Spec Gas" shall have the meaning specified in Clause 5.2
"Party" shall mean one or other of the Parties to this Master Agreement and to an Exhibit
"Producer" shall include any person supplying Natural Gas to the Seller
"Quantity" in relation to a quantity of Natural Gas shall mean quantity expressed in therms
"Reasonable and Prudent Operator" shall mean a person seeking in good faith to perform its contractual obligations and in so doing and in the general conduct of its undertaking exercising that degree of skill diligence prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances and any reference to the standard of a Reasonable and Prudent Operator shall be a reference to such a degree of skill diligence prudence and foresight
"Reconciliation Statement" shall have the meaning specified in Clause 8.3
"Seller" shall mean the Party specified as Seller in an Exhibit
"Shortfall Gas" shall have the meaning specified in Clause 6.1
"Shortfall Price" shall mean the sum specified as such in an Exhibit
"Supply Period" shall mean the period specified as such in an Exhibit save that if a Transaction is terminated in accordance with Clauses 8.7.2, 9.4 or 12, the Supply Period shall end on the date on which such termination becomes effective
"Terminal" shall mean the terminal specified as such in an Exhibit
"Therm" shall mean one hundred and five million five hundred and five thousand and six hundred joules (105,505,600 J) as specified in <>
"Transaction" shall mean a transaction for the sale and delivery of Natural Gas governed by this Master Agreement and an Exhibit signed by the Parties that incorporates this Master Agreement and confirms the details of that Transaction
"Transportation Requirements" shall have the meaning specified in Clause 5.1
"Week" shall mean a period of seven (7) days beginning at 0600 hours on any Sunday and ending at 0600 hours on the following Sunday
"Working Day" shall mean the period of hours on any Banking Day beginning at 0900 hours and ending at 1700 hours
1.2 Any reference in this Master Agreement to any Transaction includes any permitted assignment, novation, supplement or amendment thereto.
1.3 Any reference to a Clause or Clauses is a reference to a Clause or Clauses in this Master Agreement and references to Sub-Clauses and Sub-Sub-Clauses shall be construed accordingly.
1.4 In the event of conflict between the terms of an Exhibit and those of this Master Agreement, the terms of the Exhibit shall prevail except where expressly provided to the contrary.
2. SALE AND DELIVERY
For the duration of the Supply Period the Seller shall sell and deliver Natural Gas to the Buyer and the Buyer shall take delivery of and pay for (or if not taken shall pay for) Natural Gas in accordance with the terms of this Master Agreement and the Exhibit incorporating it.
3.1 The quantity of Natural Gas that the Seller shall sell and deliver to the Buyer:
3.1.1 shall be measured in accordance with the standards methods and practices of XXX at the Delivery Point for entry into the Gas Transportation System;
3.1.2 shall be on each Day the Daily Maximum Quantity;
3.1.3 shall be deemed to comply with the Daily Maximum Quantity (and subject to Clause 6.3 shall be paid for at the Contract Price) even if deviating from that quantity, provided that the deviation is no greater than plus or minus 2 percent on any Day and in aggregate during any Month no greater than plus or minus 1 percent.
4 TITLE, DELIVERY, AND RISK
4.1 The Seller warrants that it will have title to all Natural Gas delivered to the Buyer and further warrants that such Natural Gas shall be free from all liens, charges, encumbrances and adverse claims of any kind
4.2 The Seller shall deliver Natural Gas to the Buyer at the Delivery Point, which shall be the flange, weld, or other agreed mark connecting any sub-terminals and other terminal facilities at the Terminal with the Gas Transportation System.
4.3 The Seller shall use reasonable endeavours to ensure that Natural Gas is delivered at uniform hourly rates.
4.4 Title and risk in Natural Gas delivered shall pass from the Seller to the Buyer at the Delivery Point.
4.5 Each Party represents to the other that for the duration of the Supply Period it shall be a principal in relation to claims validation arrangements at the Terminal.
5 QUALITY AND PRESSURE
5.1 The Seller shall ensure that Natural Gas delivered at the Delivery Point shall conform to the quality and pressure requirements of XXX at the Delivery Point for entry into the Gas Transportation System (referred to in this Master Agreement as the "Transportation Requirements").
5.2 In the event that any of the Natural Gas that has been delivered or tendered for delivery does not conform with the Transportation Requirements (referred to in this Master Agreement as "Off-Spec Gas":
5.2.1 the Seller, as soon as reasonably practicable after becoming aware of such non conformity, shall notify the Buyer accordingly, and of the cause and probable duration, and shall take such steps as are reasonably practicable to bring all Natural Gas tendered thereafter for delivery into conformity with the Transportation Requirements
5.2.2 if Off-Spec Gas has been tendered for delivery but not delivered, the Buyer, being aware that the Natural Gas so tendered is Off-Spec Gas, may
126.96.36.199 refuse to accept all or part of such Off-Spec Gas until the non-conformity has been remedied (but shall not so refuse if XXX is willing to accept delivery of the same);
188.8.131.52 take delivery of all or part of the Off-Spec Gas but thereafter shall have no rights or remedies in that respect against the Seller by reason of the Natural Gas being Off-Spec Gas and shall pay for it as if it conformed with the Transportation Requirements;
5.2.3 if the Buyer takes delivery of Off-Spec Gas not being aware that the Natural Gas is Off-Spec Gas, the Seller shall indemnify the Buyer from and against all loss, damage and expense for which the Buyer is or becomes liable in clearing or cleaning any installation downstream of the Delivery Point as may be necessary following and as a result of the Buyer having so taken delivery of Off-Spec Gas, provided always that the Seller's liability shall be limited to the indemnity given hereunder and shall not, in respect of any one failure, exceed an amount equal to ten (10) percent of the Contract Price multiplied by the quantity of Off-Spec Gas so delivered. Subject to this the Buyer shall pay for the Off-Spec Gas so delivered as if it conformed with the Transportation Requirements.
6 SHORTFALL GAS
6.1 If on any Day the quantity of Natural Gas that the Seller shall deliver to the Buyer shall fall short of, and shall not be deemed, pursuant to Clause 3.1.3 to comply with, the Daily Maximum Quantity, then the shortfall, except to the extent that it has been caused:
6.1.1 by Force Majeure for which the Seller is relieved from liability under Clause 9, or
6.1.2 by the Buyer refusing or failing to accept delivery other than for reasons for which it is relieved from liability under Clause 9 or entitled so to do under Clause 5.2
shall be classified as Shortfall Gas and the aggregate at the end of each Month of all Shortfall Gas classified in that Month shall be the Monthly Shortfall Aggregate.
6.2 The Seller shall as soon as reasonably practicable provide to the Buyer such information as is available as may reasonably be required by the Buyer in relation to any incidence of Shortfall Gas.
6.3 If the next following Month is within the Supply Period, the first quantity or quantities of Natural Gas delivered which would otherwise be paid for at the Contract Price shall be paid for by the Buyer at the Shortfall Price up to the quantity of the Monthly Shortfall Aggregate for the previous Month and the Monthly Shortfall Aggregate shall reduce correspondingly; and if at the end of that Month the total quantities of Natural Gas that have been delivered are less than the Monthly Shortfall Aggregate the balance shall be aggregated with the Monthly Shortfall Aggregate for that Month and carried forward to the following Month and if that following Month is within the Supply Period the provisions of this Sub-Clause shall apply accordingly.
6.4 If at the end of the Supply Period there is any Monthly Shortfall Aggregate outstanding the Seller shall pay to the Buyer a sum calculated by multiplying that Monthly Shortfall Aggregate by the difference between the Contract Price and the Shortfall Price.
6.5 The provisions of this Clause shall be in full satisfaction of the rights of the Buyer in respect of Shortfall Gas and the sole remedy available to it.
7 THE CONTRACT PRICE
7.1 Except in so far as Clause 6 applies, the Buyer shall pay the Seller the Contract Price for all quantities of Natural Gas delivered.
7.2 If at the expiry of the Supply Period the Buyer has taken delivery of quantities of Natural Gas that in aggregate are less than the Net Minimum Bill Quantity for the Supply Period, the difference shall be paid for by the Buyer at the Contract Price and such payment shall be the Seller's sole remedy in that respect.
7.3 The Buyer shall pay any VAT on the purchase of Natural Gas on receipt of appropriate tax invoices from the Seller and shall ensure that all royalties, taxes, duties, and other such sums legally payable by a purchaser of Natural Gas arising after the Delivery Point are paid.
7.4 The Seller shall ensure that all royalties, taxes, duties, and other such sums legally payable arising at or before the Delivery Point are paid but shall have no liability for any charges relating to the transportation from the Delivery Point of Natural Gas delivered to the Buyer.
8 BILLING AND PAYMENT
8.1 On or before the tenth (10th) day of the Month following each Month in the Supply Period the Seller shall send to the Buyer a Monthly Statement which shall show for the preceding Month :
8.1.1 the quantity of Natural Gas delivered on each Day in that Month
8.1.2 the quantities of Natural Gas for which the Contract Price and the Shortfall Price are payable, as the case may be, and the resultant sum owing to the Seller
8.1.3 any sum owing from one Party to the other under any other Clause
8.1.4 the Monthly Shortfall Aggregate and any balance being aggregated with that Monthly Shortfall Aggregate and carried forward
8.1.5 for the purpose of ascertaining the Net Minimum Bill Quantity for the Supply Period, any deductions from the Gross Minimum Bill Quantity that are to be made for any Day in that Month and the reasons for the deductions
8.1.6 the net sum payable from one Party to the other after taking into account all the matters set out in this Sub-Clause.
8.2 On the twentieth (20th) day of the Month in which the Monthly Statement is received by the Buyer or the tenth (10th) day after receipt, whichever is the later, the Buyer or the Seller, as the case may be, shall pay to the other the net sum payable in accordance with the Monthly Statement.
8.3 On or before the fifteenth (15th) day of the Month following the end of the Supply Period the Seller shall send to the Buyer a Reconciliation Statement which shall show for the Supply Period:
8.3.1 the quantity of Natural Gas delivered during the Supply Period and the aggregate of the Daily Maximum Quantities for the Supply Period
8.3.2 the sums paid and any sum outstanding under the Monthly Statements relating to the Supply Period
8.3.3 the Net Minimum Bill Quantity, the deductions made from the Gross Minimum Bill Quantity in calculating it, the difference between the Net Minimum Bill Quantity and the quantity of Natural Gas delivered during the Supply Period and any sum due from the Buyer in that respect
8.3.4 the payment, if any, due from the Seller under Clause 6.3 in respect of any Monthly Shortfall Aggregate outstanding at the end of the Supply Period
8.3.5 the net sum payable from one Party to the other after taking into account all the matters set out in this Sub-Clause and deducting any sum outstanding under any Monthly Statement relating to the Supply Period.
8.4 On the twenty fifth (25th) day of the Month in which the Reconciliation Statement is received by the Buyer or the tenth (10th) day after receipt, whichever is the later, the Buyer or the Seller, as the case may be, shall pay to the other the net sum payable in accordance with the Reconciliation Statement.
8.5 Any Payment under this Master Agreement shall be made in sterling by direct bank transfer or equivalent instantaneous transfer of funds to the Party to whom it is due at the Bank and to the credit of the Account specified below
Sort Code: ________
Account No.: _________
Sort Code: ________
Account No.: _______
8.6 If the due date for payment, under Clause 8.2 or 8.4 as the case may be, is not a Banking Day then the due date for payment shall be the previous Banking Day.
8.7 If either Party fails to pay the other any sum due
8.7.1 interest shall be payable on that sum at a rate equal to the Base Lending Rate for sterling of Barclays Bank plc applicable from time to time plus three (3) percent compounded annually from the date when the payment is due until it is made, and
8.7.2 the Party to whom the sum is due may, having given not less than ten (10) days notice to the other, either suspend delivery or receipt of Natural Gas , as the case may be, in relation to the Transaction for such period as that sum remains due, or terminate the Transaction, or both, without prejudice to any other remedies available.
8.8 When any sum is in dispute, any undisputed portion shall be paid promptly and after settlement of any dispute, any sum agreed or adjudged to be due, together with any interest payable thereon under Clause 8.7.1 or otherwise, shall be included in the next Monthly Statement or the Reconciliation Statement, as the case may be, if any.
9 FORCE MAJEURE
9.1 A Party shall, except as otherwise specified in this Clause, be relieved of liability to the extent that owing to an event or circumstance of Force Majeure it is unable to perform any of its obligations in relation to a Transaction.
9.2 Force Majeure shall not include
9.2.1 any failure by any Producer to supply Natural Gas to the Seller, other than failure caused by an event or circumstance beyond the control of the Producer judged by the standard of a Reasonable and Prudent Operator
9.2.2 the Buyer taking delivery of Off-Spec Gas not being aware that it is Off-Spec Gas
9.2.3 any failure by any customer of the Buyer to take Natural Gas
9.2.4 XXX requiring, for reasons other than Force Majeure, to interrupt the transportation of the Buyer's Natural Gas.
9.3 A Party intending to seek relief on grounds of Force Majeure shall, as soon as reasonably practicable after the occurrence of the event or circumstance on which it intends to rely,
9.3.1 notify the other Party of the occurrence of the event or circumstance and give an estimate of the period of time that its inability to perform any of its obligations is likely to persist;
9.3.2 take such steps as are reasonably practicable to re-establish the conditions that will allow it to resume performance within a reasonable time of the obligations that it is unable to perform; and
9.3.3 resume performance of those obligations as soon as reasonably possible.
9.4 Either Party may terminate a Transaction by giving fourteen (14) days notice to the other if a Force Majeure event or circumstance continues for forty-five (45) days or more.
9.5 If as a result of Force Majeure the quantity of Natural Gas available to the Seller at the Delivery Point on any Day is less than the aggregate of the quantity nominated by the Buyer and the quantities of Natural Gas that the Seller has contracted to deliver at or after the Delivery Point to other persons, the Seller shall use reasonable endeavours to deliver to the Buyer a quantity of Natural Gas that is in the same proportion to the quantity nominated by the Buyer as the quantities it delivers respectively to those other persons are in to the quantities of Natural Gas that the Seller has contracted to deliver to them.
10 INFORMATION AND CONFIDENTIALITY
10.1 Subject to any restrictions on disclosure of information by which a Party may be bound, each Party shall provide to the other such information as is available as may reasonably be required by that other Party to perform its obligations and enforce its rights in relation to a Transaction.
10.2 The terms and conditions of a Transaction and all information provided thereunder shall be treated as confidential and shall not be disclosed without the prior written consent of the other Party, save that consent shall not be required for disclosure
10.2.1 to directors, employees or Affiliates of either Party, provided that they in turn are required by that Party to treat the information disclosed as confidential;
10.2.2 to Persons professionally engaged by either Party, provided that they in turn are required by that Party to treat the information disclosed as confidential;
10.2.3 to any Government Department or Agency having jurisdiction over that Party;
10.2.4 to any Bank or other financial institution in relation to the financing of either Party's business activities, provided that the Bank or other financial institution, as the case may be, is required by that Party to treat the information disclosed as confidential;
10.2.5 to the extent required by any applicable laws, judicial process or the rules and regulations of any recognised stock exchange;
10.2.6 to any intending assignee of the rights and interests of either Party under any Transaction provided that such intending assignee in turn is required by that Party to treat the information disclosed as confidential.
10.2.7 to the extent necessary to comply with the claims validation arrangements at the Terminal.
10.3 Any breach by a Party of Clause 10.2 shall be a material breach of an obligation for the purpose of Clause 12.1.3.
Neither Party shall assign to any person any of its rights or obligations under any Transaction without the written consent of the other, which shall not be unreasonably withheld.
12.1 Either Party may terminate a Transaction by giving notice to the other, in the event of the other
12.1.1 becoming insolvent, ceasing to trade or going into receivership or liquidation (other than for the purposes of amalgamation or reconstruction);
12.1.2 making any voluntary arrangement with its creditors or becoming subject to an administration order;
12.1.3 being materially in breach of any of its obligations under any Transaction, provided that notice terminating a Transaction shall not be given, in the case of a breach capable of remedy, unless prior notice has been given specifying the breach and requiring it to be remedied, and the Party in breach has failed to take substantial steps to remedy the breach within ten (10) days thereafter.
12.2 The termination of a Transaction, however occurring, shall not affect any rights or obligations that may have accrued to either Party prior to termination and shall not affect the terms of the Transaction that expressly or impliedly continue in force after termination.
13.1 Except as expressly provided in this Master Agreement
13.1.1 neither party shall be liable to the other, whether in contract, negligence or otherwise, save in respect of death or personal injury resulting from the negligence of that Party;
13.1.2 neither Party shall be liable to the other, whether in contract, negligence or otherwise, for consequential or indirect loss or damage (which, without prejudice to the generality of the foregoing, shall include loss of profits or revenue).
13.2 No waiver by either Party of any breach by the other of this Master Agreement or an Exhibit shall operate or be construed as a waiver of any other breach.
13.3 This Master Agreement and the Exhibit incorporating it are the entire agreement between the Parties in relation to the Transaction to which they relate and supersede and extinguish any representations previously given or made other than those included in this Master Agreement and that Exhibit, and those, if any, made fraudulently. No variation shall be effective unless made in writing and signed on behalf of the Parties by persons authorised to do so.
13.4 Any notice or other communication to be given or made under this Master Agreement by one Party to the other shall be given or made in writing to the other at the principal address specified in this Master Agreement and shall be deemed to have been received
13.4.1 on the Working Day delivered if delivered by hand;
13.4.2 on the second Working Day after the day of posting if sent by post;
13.4.3 on the Working Day received in legible form if sent by telex or facsimile; and for the purpose of communication between the Parties, facsimile telex telephone and reference details are as set out below:
For Part 1:
Facsimile No: <>
Telephone No: <>
For Part 2:
Facsimile No: <>
Telephone No: <>
13.5 This Agreement shall be governed by and construed in accordance with Law and the Parties shall submit to the exclusive jurisdiction of the English Courts.
Duly Authorised Representative of <>
Duly Authorised Representative of <>