Contract for Sale and Purchase of CNG
Contract
for Sale and Purchase of CNG
Seller:
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Green Energy Hi-Tech Co., Ltd.
Buyer:
Beijing Zhong Ran Wei Ye Gas Co., Ltd.
Date
of
Contract: August, 18, 2007
Term
of
Contract: August, 18, 2007—
August,
17, 2008
This
Contract is signed by and between:
Seller:
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Green Energy Hi-Tech Co.,Ltd.
Buyer:
Beijing Zhong Ran Wei Ye Gas Co., Ltd. (Sui County/ Yucheng County)
Each
Party of this Contract is referred to as “any Party” separately, and the two
Parties are referred to as “both Parties” collectively.
This
Contract is made and entered into effective on August 18,2007, at Puyang City
,Henan Province, between the Seller and the Buyer.
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1.
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Preamble
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Based
on
the principals of equality and mutual benefit, honesty and mutual trust, both
Parties agree to sign and implement this Sale and Purchase Contract for
Compressed Natural Gas through friendly consultation.
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2.
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Definition
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For
the
purposes of this Contract, the following terms and phrases shall have the
meaning and interpretation given herein.
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2.1
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Compressed
Natural Gas
or
CNG
shall
mean natural gas processed by compressors from gaseous hydrocarbon
compounds or mixture with hydrocarbon compounds at standard
conditions.
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2.2
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Standard
Conditions
shall mean an environment with a temperature of 20 degrees Celsius
and an
absolute pressure of 101.325 kPa (standard atmospheric
pressure).
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2.3
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Term
of this Contract
shall mean successive
periods of calendar days running
from the day when this Contract enters into force to the day it
terminates.
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2.4
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Starting
Day of Gas Supply
shall mean a specific date agreed by both Parties for compressed
natural
gas to be delivered for the first
time.
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2.5
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Daily
Gas Supply
shall mean the amount of daily gas supply agreed by both Parties,
based on
the demand raised by Party B from the day when gas supply commences
to the
day it terminates.
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2.6
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Standard
Cubic Meter
shall mean the quantity of natural gas, which at standard conditions,
occupies the volume of one cubic
meter.
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2.7
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Gas
Quality
shall mean the quality of CNG.
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2.8
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Gas
Supply Loss
under this Contract shall be subjected to terms in the
Administrative Regulations of Measurement in Sales of Crude Oil,
Natural
Gas and Stabilized Light Hydrocarbon.
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2.9
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CNG
Price shall
mean the price for each standard cubic meter of CNG delivered by
the
Seller to the Buyer.
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2.10
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Delivery
point
shall mean the place where the Seller delivers and measures, and
the Buyer
receives CNG, which is also the place where the ownership and risk
of CNG
is shifted to the Buyer.
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3.
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Subject
Matter
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The
subject matter agreed under this Contract is CNG.
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4.
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Term
of the Contract
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4.1
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This
Contract is to be valid for one year from the day it is signed by
both
Parties to August17, 2008. Annual Contracts for Sale and Purchase
of CNG
shall be signed yearly. The Parties shall negotiate and sign such
contracts for the next year when the previous one is
due.
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4.2
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The
starting day of gas supply under this Contract is November15,
2007.
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5.
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Gas
Quality
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5.1
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The
quality of gas provided by the Seller shall meet GB18047-2000
Vehicle-Use CNG Standards.
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5.2
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CNG
sample shall be taken from gas supply outlet before flange and after
pipe
header from Zhongyuan Oilfield transmission and distribution station
to
CNG filling station. Gas sample shall be taken in accordance with
GB/T13609-92
Natural Gas Sampling Method
and gas quality analysis shall be done pursuant to GB/T13610-92
Analysis
of Natural Gas by Gas Chromatography.
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5.3
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Should
the Buyer has any questions about the gas quality analysis report, both
Parties shall resolve through consultation. Other sampling tests
shall be
scheduled. If the new report shows gas quality meets
GB18047-2000
Vehicle-Use CNG Standards,
the Buyer shall bear the test fee, whereas if the new report shows
the gas
quality fails to meet the abovementioned standards, the test fee
shall be
borne by the Seller.
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6.
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Delivery
Point and Delivery Mode
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6.1
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The
delivery point of CNG shall be the Seller’s gas-filling stations as agreed
under this Contract. Measurement shall be done with high pressure
mass
flow meters.
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6.2
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The
Seller fills CNG via CNG vehicles at the delivery
point.
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6.3
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Personnel
who deliver and receive CNG shall be authorized by the Parties
respectively. The Buyer’s personnel shall confirm the delivery of each CNG
vehicle by signature.
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7.
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Contract
Gas Supply
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7.1
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During
the term of this Contract, annual contract gas supply shall be 1.98million
standard cubic meters; daily gas supply shall be 6000 standard cubic
meters. CNG supplied by the Seller shall only be used by the Buyer
to
explore industrial fuel market and civic fuel market in (Sui
County/Yucheng County). Should the Buyer use CNG to explore fuel
markets
in regions other than (Sui County/Yucheng County), the Seller shall
have
the right to terminate gas supply.
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7.2
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Due
to the limitation of prediction, the Seller does not promise to provide
gas 10% over the annual contract supply; either does the Buyer promise
to
demand such an amount. Should any Party demand gas over 10% (including
10%) than the annual contract supply, the Parties shall resolve through
further consultation.
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7.3
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Both
Parties agree that, maximum daily gas supply shall not exceed 110%
of the
contract daily supply, and minimum daily gas supply shall not be
lower
than 90% of such an amount.
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8.
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Designated
Procedure
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8.1
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During
the term of this Contract, should gas supply need to be suspended
due to
reasons of any Party, such as regular inspections of Seller’s CNG-filling
stations or sudden failures which are unforeseeable, unavoidable
or
insurmountable, or large scale regular inspections of Buyer’s downstream
user gas facilities (i.e. annual overhaul in user factories or urban
transformation which prevent households to use gas) or sudden failures
which are unforeseeable, unavoidable or insurmountable, such Party
must
inform the other Party in writing one calendar month (15 days in
advance)
before the gas supply suspense. In cases of sudden failures, such
Party
must inform the other Party within 24 hours, for the sake of
self-protection.
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8.2
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One
month before this Contract is due, the Buyer shall provide the Seller
with
“annual gas demand” for the next year and “monthly gas demand” for each
and every month of the next year. The Seller and the Buyer shall
verify
the amount in the CNG Sale and Purchase Contract signed for the next
year
through consultation.
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9.
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Measurement
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9.1
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Both
Parties agree under this Contract that CNG shall be measured in volume
under standard conditions at delivery point. Unit of measurement:
standard
cubic meter.
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9.2
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Measurement
of CNG shall be decided by the Seller’s measuring
instruments.
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9.3
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The
Seller’s measuring instruments shall take annual testing by
government-authorized Measurement & Testing Institutions. The Buyer
can send its representatives to witness such testing. But under no
circumstances shall the participation or non-participation of such
representatives affect the operation and effectiveness of such
testing.
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9.4
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After
each of such testing, should the Buyer require the Seller to provide
testing certificate, the Seller has the obligation to send the copy
of
testing certificate to the Buyer within 30 days after the
testing.
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9.5
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Fees
incurred from testing of measuring instruments as agreed above shall
be
borne by the Seller, whereas fees incurred by the participation of
the
Buyer’s representatives shall be borne by the
Buyer.
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9.6
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Should
the Buyer has any objection to the Seller’s measurement or require
re-testing or any testing on the Seller’s measuring instruments, other
than the agreed one, if the result proves the error of Seller’s measuring
instruments meet national standards, the Buyer shall recognize the
original measurement by the Seller while bearing fees of such re-testing.
During such disputed time, the Seller’s measurement is still held as
effective. Disputed amount shall be resolved through consultation
between
the two Parties.
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9.7
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CNG
daily delivery measurement vouchers shall be executed in six copies
(two
for the Buyer and four for the Seller). Such vouchers shall be filled
daily by the Seller, and enter into force when signed and sealed
by
personnel from both Parties. If the Buyer has any questions about
figures
on such vouchers, both Parties shall verify the figures while promptly
noting down disputes on the vouchers with signatures from both Parities.
But it shall not exempt the Buyer from its obligation to make payment
based on invoice provided by the Seller. Such disputes shall be resolved
through dispute settlement methods agreed between the two Parties.
And
whether to adjust gas amount and payment or not shall be decided
by
results of such settlements.
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9.8
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All
records or documents such as original materials, certificates, reports
relating to measurement, delivery and testing of both Parties shall
be
kept for at least one year.
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10.
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Price
and Payment
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10.1
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Both
Parties agree that payment shall be made according to the Contract
Price
and actual gas delivery.
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10.2
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Payment
Price: Both Parties agree that the price for CNG at delivery point
shall
be RMB 2.2 per cubic meter (including
tax).
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If
CNG is
transported by the Seller, a separate Transportation Contract shall be signed
based on actual transportation distance.
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10.3
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During
the term of this Contract, should any change occur to national laws
and
regulations, ▇▇▇▇▇▇▇’s policies towards Zhongyuan Oilfield, or the market,
the price of CNG shall be adjusted in time
accordingly.
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10.4
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As
agreed in this Contract, CNG payment accounts shall be verified weekly
and
settled monthly. When receiving the payment, the Seller shall provide
the
Buyer with natural gas sales invoice, as the basis of payment
settlement.
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10.5
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Seven
days after signing this Contract, the Buyer shall pay 100,000yuan
as
deposit before August 22, 2007 as agreed by both Parties in this
Contract.
Otherwise, this Contract shall not be effective. The Buyer shall,
make a
total of RMB 200,000 deposit to the Seller seven days before using
the
gas, that is, before the day of November 23,
2007.
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10.6
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The
Buyer shall settle the payment through banks in the form of deposit.
When
the deposit decreases to less than RMB 100,000, the Buyer shall make
it up
to RMB 200,000 in time.
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10.7
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When
this Contract terminates, the Seller shall refund the Buyer’s remaining
deposit promptly.
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10.8
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Should
the Buyer has any objection to the items on the invoice provided
by the
Seller, the Buyer shall notify the Seller in writing about the nature
of
dispute and the disputed item while making payments for the invoice.
Payment shall not be suspended during such
disputes.
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10.9
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Should
the Buyer fail to make full payment for the invoice or fail to make
payment on the payment day, the Buyer shall pay a late payment penalty
of
5‰
per
day, which shall be accumulated daily from the day of delayed or
partial
payment to the day when the full payment is made by the
Buyer.
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| 10.10 |
As
agreed in this Contract, when the Buyer’s deposit decreases to less than
RMB 100,000, the Buyer shall make up the amount. Otherwise, the Seller
can
unilaterally suspend gas supply. When the Buyer makes full payment
of
overdue fees and late payment penalties, the Seller shall resume
gas
supply promptly. All the responsibilities and losses incurred in
the
deduction and suspense of gas supply shall be borne by the
Buyer.
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11.
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Liabilities
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11.1
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Any
party is only liable for its failure to implement its obligation
which
leads to direct losses of the other Party, and make compensation
for such
direct losses accordingly.
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11.2
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Any
Party shall not be liable for indirect losses of the other Party,
or
losses caused by conducts of the other Party, including profit loss,
business loss, business suspense or contract loss,
etc.
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12.
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Force
Majeure
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12.1
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Force
Majeure shall mean events and situation beyond one’s control, which lead
to non-performance or partial non-performance of one’s contract
obligations. And such events are unforeseeable, unavoidable or
insurmountable even when such Party implements prudent operator
standards.
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12.2
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The
Claiming Party shall be exempt from part or all of its obligations
due to
Force Majeure during the Force Majeure event. But obligations for
due
payment or due acceptance under this Contract shall not
apply.
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12.3
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The
Claiming Party shall do the following things as soon as possible
when
Force Majeure event happens:
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| 12.3.1 |
Promptly
notify the other Party about the Force Majeure event, and keep
the other
Party informed about the measures to be
taken.
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| 12.3.2 |
Within
30 days after the notice, the Claiming Party shall provide relevant
document and report to the other Party. If the other Party requires
verification of the Force Majeure event, the Claiming Party shall
try its
best to provide the other Party access into the scene. But the
risks and
costs thus incurred shall be borne by the other
Party.
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| 12.3.3 |
As
soon as the Force Majeure factor or event defined under this
Contract is
corrected or ceases to have impact, the Claiming Party shall
resume its
contract obligations.
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13.
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Settlement
of Disputes
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13.1
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In
the event of any dispute or controversy arising out of or relating
to this
Contract, the Parties shall attempt in the first instance to resolve
such
dispute through friendly
consultations.
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13.2
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If
such dispute or controversy can not be solved through consultation,
any
Party shall have the right to file litigation at the court in the
region
where this Contract is signed.
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14.
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Amendment,
Transfer and Termination
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14.1
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Without
written approval of the other Party in advance, neither Party has
the
right to amend or transfer any rights and obligations under this
Contract.
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14.2
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Should
any Party need to amend or transfer any of its rights and obligations
under this Contract, such Party shall inform the other Party in written
notice. Such Party can amend or transfer its rights and obligations
if the
other Party agrees in writing.
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14.3
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In
the event of the following occurrences, the Seller or the Buyer has
the
right to terminate this Contract in
advance:
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14.3.1
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When
the terms of this Contract are severely
violated.
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14.3.2
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When
Force Majeure events happen, which severely affect the Seller’s or the
Buyer’s performance of its contract
obligations.
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14.4
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The
termination of this Contract shall not affect any Party’s rights and
obligations before the Contract
terminates.
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15.
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Applicable
Law
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15.1
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The
Parties must comply with and obey all the applicable laws, regulations
and
industrial norms in the People’s Republic of
China.
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15.2
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This
Contract shall be construed and governed by national laws and industrial
norms.
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16.
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Miscellaneous
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16.1
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During
the implementation of this Contract, both Parties shall keep the
terms of
this Contract confidential and shall not release any information
to a
third Party other than the parties of this
Contract.
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16.2
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This
Contract covers all the agreements made between the Seller and the
Buyer
on the relevant matters. There shall be no other oral promise or
statement
which affects this Contract.
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16.3
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As
for the matters which have not been covered in this Contract, the
Parties
shall make supplementary provisions or agreements through consultation.
Such supplementary provisions or agreements shall have the same legal
effect as this Contract.
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16.4
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All
amendments and supplementary provisions to this Contract (including
Appendix) shall be made in writing and signed by both Parties or
their
respective authorizers or successors. Otherwise, such amendments
and
supplementary provisions shall not be considered
effective.
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16.5
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This
Contract shall enter into force when it is signed and sealed by both
Parties and the Buyer pays 100,000yuan as
deposit.
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16.6
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This
Contract is made in eight copies; each Party holds four copies, which
are
equally authentic.
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The
Seller: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Green Energy Hi-Tech Co., Ltd.
Representative:
(signed)
(sealed)
The
Buyer: Beijing Zhong Ran Wei Ye Gas Co., Ltd.
Representative(signed)
(sealed)