Business Terms and Conditions for Contract on Associated Gas Supply

Transcription

1 Business Terms and Conditions for Contract on Associated Gas Supply Article I. Preamble The company Lumius Slovakia, s. r. o. with the registered office Závodská cesta 2945/38, Žilina, registered in the Commercial Register of the District Court in Žilina, section Sro, insert number 14732/L, company registration number: , holder of a licence for gas supply No. 2007P 0092 as amended, issued by the Office of regulation of network industries (hereinafter only the Supplier ) has issued the following Business Terms and Conditions (hereinafter only Business Terms and Conditions ) for the Contract on Associated Gas Supply (hereinafter only the Contract ) in accordance with section 273 of the Commercial Code and in accordance with the Act No. 251/2012 Coll. on Energy and on changes and additions to some of the laws as amended (hereinafter only Energy Law ) and in accordance with the Regulation of Government of the Slovak Republic No. 24/2013 Coll. setting down the rules for operation of the internal market in electricity and operation of the internal market in gas (hereinafter only Gas Market Rules) and in accordance with other associated generally binding legal regulations. Article II. General Provisions 1. These Business Terms and Conditions complement the contractual relation made between the Supplier and the Customer on the basis of the Contract and they integrated part thereof. In case there are different agreements in the Contract and in the Business Terms and Conditions, the agreement according to the Contract shall prevail, i.e. it shall be decisive and legally binding. 2. The Customer has declared to be the proprietor of the offtake gas equipment connected to the distribution network or has leased the offtake gas equipment, which is mentioned in the Contract, on the basis of the valid lease. The customer has declared that in its own name it has concluded the contract on connection of the offtake gas equipment to the distribution network with the locally competent operator of the distribution network. 3. The supplier has declared to be doing business on the basis of the licence for supply of gas No. 2007P0092 as amended issued by the Office for Regulation of Network industries (further referred to only as URSO ). 4. Definition of terms: For the purposes of this Contract it is understood as follows: - Gas customer a person, who purchases gas with the purpose of resale or for the purposes of its own consumption with the exception of gas customer in the household (hereinafter Customer) - Gas supplier licence holder authorised to sell gas - Gas (hereinafter gas ) natural gas inclusive condensed natural gas, biogas, biomethane, gas produced from biomass, as well as other sorts of gas, if these gases meet conditions for gas transmission or conditions for gas distribution - Gas day (hereinafter only "Day") period of time of 24 hours, beginning at 8:00 hrs. of Central European time; since 01/01/2014 it shall be the period of time of 24 hours, beginning at 6:00 hrs, of Central European time - Trade unit supplied amount of energy in gas, which represents the volume of gas corresponding to 1 kwh of thermal energy released by burning the gas - Volume unit volume of gas, which at the temperature of 15 C, absolute pressure of 101,325 kpa and zero relative moisture (dry gas), takes up the space of 1m3. - Offtake point (hereinafter only OP ) offtake point of gas equipped by a specified metering equipment - Crisis situation in gas industry has three levels, level of timely warning (timely warning), level of readiness (readiness) and emergency level (emergency situation); Crisis situation and its levels shall be declared and recalled by the operator of distribution network, who on the basis of the decision of the Ministry of Economy of the SR fulfils the tasks of gas dispatching on the specified territory - Operator of distribution network (hereinafter only ODN ) gas company authorised to distribution of gas, which carries out distribution of gas into the OP - Technical conditions of ODN document issued by ODN for securing of functioning of distribution network on the basis of generally binding legal regulations, which is binding for the contractual parties. - Offtake gas equipment is equipment of the gas customer intended for gas offtake Article III. Gas Supply, Nomination of Volumes/Reporting the Planned Offtake 1. The supply of gas is carried out by transferring the gas into the offtake gas equipment of the Customer in the offtake points in accordance with the technical specification mentioned in the Contract. 2. The total contractually agreed volume per year of supplied/taken off gas has been specified in the Contract. 3. The Customer, who requires the nomination of offtake volume, undertakes to provide to the Supplier a report on the planned offtake of gas for every Day for its offtake point using the form of: - preliminary nomination per month, which is to be submitted not later than 4 business days before the beginning of the month to which the nomination relates - preliminary nomination per week, which is to be submitted not later than at ten o'clock of the one before last day of the week, which precedes the week to which the nomination relates - nomination per day, which shall be submitted not later than at 12 o'clock of the workday, which precedes the Day for which nomination takes place This nomination shall be binding and shall not exceed the DMV (daily maximum volumes). 4. Should the Customer not submit the daily nomination, then the last submitted weekly nomination shall be binding. Should the Customer fail to submit the daily or the weekly nomination then the data from the last submitted monthly nomination shall be binding. If the Customer has not submitted the monthly nomination, it is assumed that on the given Day that Customer does not want to take off gas and the nomination is considered to be equal to null. 5. Nomination or as the case may be renomination shall contain: a) gas volume, which the customer plans to take off, b) period, during which the planned gas volume is to be supplied to the offtake point, c) identification data of the Customer (offtake point number, business name of the customer, registered office). 6. The customer shall provide data on the nomination or as the case may be on the renomination using the following procedure: a) through the web page of the Supplier, where by means of the agreed authorisation code (offtake point number) and by means of the authorisation password the Customer logs into the announcing portal of nominations and using the procedure mentioned on this page the Customer shall send off the monthly, weekly or as the case may be daily nomination, b) by means of an e mail of the Supplier, where the Customer shall send a filled-in form to the in advance agreed e - mail address (gas@lumius.sk), which can be found on the web page of the Supplier and is associated with the monthly, weekly or daily nomination. c) The Customer can renominate already nominated volume of gas not later than at 18 o'clock of the day, which precedes the Day for which nomination takes place. The customer is also entitled to renominate also in the course of the given Day, however only for the remaining par of the Day, not later than three (3) hours before the beginning of the time perion, to which this renomination relates. In this case the Customer has to submit renomination not later than at 14:00 hrs. of the given Day. The renomination shall be binding and shall not exceed the DMV (daily maximum volumes). 7. The Customer has declared, that in case that at the time of concluding the Contract with the Supplier, it will have other contractual suppliers to the offtake point, then the Customer shall be obliged to notify this fact to the Supplier without undue delay. 8. The Supplier undertakes, that if the supplier is the the only one gas supplier to the offtake point, it will take over the responsibility for deviation in accordance with section 67 par. 4 the Gas Market Rules and that in this connection it is not going to enforce the payment for the deviation from the Supplier. In case there will be several suppliers to the OP, the payment for deviation will be resolved in an annex to the Contract. 9. The supporting materials for evaluation of gas supplies shall be readings of the metering systems of the respective operator the distribution network provided by this operator. Article IV. Gas Distribution and Contractual Volumes (CV) 1. The requirement for providing the distribution of gas into the offtake point specified in the Contract shall be making a separate contract between the Customer and operator of distribution network on the connection of the offtake gas equipment of the Customer to the distribution network for offtake point mentioned in the Contract. 2. In case the condition according to Article IV item 1 Business Terms and Conditions has been fulfilled, the Supplier undertakes to provide distribution services to the Customer in the course of duration of the contractual relation based on the Contract and within these services to ensure the distribution of gas up to the volume of the daily maximum volume. The distribution services are provided in accordance with the valid generally binding legal regulations and Operational Rules of the operator of distribution network in the updated valid wording and within the quality in accordance with the Technical Conditions of the operator of 3. The contractual volume agreed in this Contract has been expressed in trade unit. The daily maximum volumes agreed in this Contract have been expressed in trade units. 1 / 5

2 4. The Customer undertakes to hand over to the Supplier the complete technical and operational information about its offtake gas equipment, which is necessary for arranging the conclusion of the distribution contract with the respective operator of Article V. Quality of Supply 1. The Supplier undertakes to secure to the Customer by means of the locally competent operator of distribution network the distribution of gas within the quality corresponding to the quality standards for gas supply and the specification stated in the Technical Conditions of the operator of The data ascertained by the operator of distribution network in the mains junctions of quality control shall be binding for specification of quality features of gas. 2. In the course of performance of the Contract the Contractor shall be obliged to abide by the quality standards of gas supplies regulated in the URSO Regulation No. 278/2012 Coll., which regulates the quality standards of storing of gas, gas transmission and distribution and gas supply (regulation on standard of quality), as well as with reference to Technical Conditions of ODN. The Supplier shall be obliged to monitor, record, evaluate and archive the quality standards in accordance with the provision of section 13 of the regulation on quality standards. The evaluation of the quality standards shall be published by the Supplier on its web page and shall also be submitted to URSO within the specified time limit. 3. The Customer undertakes not to exceed the allowed limits of disturbing impact of its offtake gas equipment upon the equipment of operator of distribution network as well as the quality and reliability of gas supply in accordance with the respective valid legal regulations. In case these limits are exceeded and corrective measures are not immediately taken, then in accordance with the law the locally competent operator of distribution network shall be entitled to limit or to interrupt the distribution of gas under the conditions stated in the Energy Law. 4. The Customer shall be fully responsible for maintenance and safe and reliable operation of its offtake gas equipment and upon request the Customer shall be obliged to provide technical data and reports from the specialised inspection and from the specialised test to the operator of 5. The Customer undertakes to adhere to the updated valid Operational Rules of ODN and to the Technical conditions of ODN in accordance with Regulation of the Ministry of Economy of the Slovak Republic No. 271/2012 Coll. specifying the details on the scope of technical conditions of access and connection to the system and to the network as well as the rules for operating the system and the grid and to abide by all valid conditions of connection to the distribution system. Article VI. Metering of Volume of Taken-Off Gas 1. Metering of volume of taken off gas takes place by a metering equipment of ODN on the place of supply. The procedure of metering the volume of the supplied gas is regulated by the Operational Rules of the operator of distribution network and by the Technical Conditions of ODN. 2. The Customer undertakes: a) at any time to enable immediate access for the operator of distribution network and the supplier to the metering systems and telemetric facilities (i.e. equipment for remote transfer of data) and to the master gates of gas with the purpose of reading the volumes, performance of maintenance, inspection or replacement, inspection of abiding by the conditions of the Contract, execution of interruption and restoration of gas distribution b) to enable for the employees of the operator of distribution network to enter the premises and to drive in the business motor vehicles into the regulator station of the Customer with the purpose of performing activities according to the item 2.a) c) to operate and maintain the equipment of offtake point in order not to exceed the operational and metering scopes of individual metering systems and telemetric systems so as no cause their damage d) in case the customer has damaged the metering or telemetric system, to pay the costs connected with restoring the systems into the original condition e) to report without undue delay to the operator of distribution network and to the Supplier each ascertained deficiency or anomaly in the behaviour of metering or telemetric systems, any damage of testing or operating securing signs (seals) f) to perform any activity on the offtake gas facility, which distributes the measured gas, only after approval by the operator of distribution network and under conditions specified by the Supplier g) upon the request of the operator of distribution network and through the Supplier to provide information on the overpressure and offtake of gas at the given time h) to extend or reconstruct the existing offtake gas facility, the operation of which will change the technical and business conditions of offtake of gas only after the previous approval by the operator of distribution network and abiding by the conditions specified by ODN. i) to provide electrical feeding for telemetric equipment and electronic metering set-up, as they have been installed in its premises with the total consumption of less than 150kWh. 3. The Supplier undertakes to pass the application for official testing of the specific metering device or one of its parts to the operator of distribution network within 5 workdays from having received the written application from the Client; in the course of testing metering will take place by a stand-by metering-device or using the mutually agreed procedure determined by the operator of 4. In case of deficiency of the specified metering device or outside the specified term of reading the taken off volume (the makeshift manner of determination of the volume of supplied gas) shall be assessed according to the Technical Conditions of ODN and according to Operational Rules of the operator of 5. The closure of bypass of the specified metering device, secured by the operational seal of the operator of distribution network can be opened only by the operator of In cases of imminent damages caused by the delay the closure may be also opened by the customer, whereas the customer has to report immediately this fact to the Operator of distribution network and to justify the reasons to the gas dispatching of the operator of distribution network with the permanent service in accordance with the Technical Conditions of operator of 6. The request for official testing of the specific metering device does not relieve the Customer of the obligation to pay the invoice for the supplied gas within the specified payment period. 7. If the official test of the specific metering device or one of its parts, which has been performed upon the request of the Customer, does not result in bigger mistake than is allowed by the generally binding legal regulation, the Customer shall compensate all eligible costs connected with organisation of the test and with the replacement of the metering equipment to the Supplier. The day of supplying the service is considered to be the last day in the calendar month, in which the Supplier has notified the result of the official test to the Customer. 8. The installation or replacement of the specific metering device or its parts shall be carried out with the knowledge of the Customer, who shall confirm the job by signing the installation sheet. The copy of the signed installation sheet shall be sent by the Customer to the Supplier within 7 days from the date, when the installation has been performed or when the metering system has been replaced. 9. In case that the Supplier does not comply with its obligations in accordance with items 2. a), c), e), h) and 5., then in accordance with provision of section 82 of the Energy Law, the offtake of gas can be considered to be the unauthorised offtake of gas with all consequences (damages) and the Supplier shall be entitled to request the operator of distribution network to limit or interrupt the gas supply into its OP. 10. ODN shall be obliged to inform the Customer in writing about the date of the planned replacement of the specified metering device at least 30 days in advance; this shall not apply, if the Customer agrees with later notification of the planned replacement of the metering device. Article VII. Limitation or Interruption of Gas Supply and Distribution 1. The Customer has noted that the operator of distribution network is entitled to limit or to interrupt gas distribution within the necessary scope and for the necessary time in cases and under conditions specified in section 64 par. 2) to 5) of the Energy Law and in respective provisions of Operational rules of the operator of During such interruption or limitation the Supplier shall not be obliged to supply gas within the scope, to which the interruption or limitation of distribution relates and at the same time the supplier shall not obliged and to provide any Distribution services inclusive electricity distribution for the Customer. In the mentioned cases the Customer shall not be entitled against the Supplier to compensation of damages or to the lost profits. After the reasons of limiting or interrupting of gas distribution have been removed the Supplier shall immediately enable to the Customer to take off gas at the offtake point. 2. In case of limiting or interrupting the gas distribution to the offtake point by the operator of distribution network, because of the reason of performing planned reconstruction, modernisation, repairs, maintenance and inspection of gas facilities, the ODN shall send the customer a written notification about the beginning of the limitation, about the ending of the limitation or about interruption of the gas supply not later than 15 days in advance. This time limit may be shorter, if the Customer and the ODN have agreed upon this. 3. In accordance with section 64 par. 2 subpar. e) of the Energy Law the Supplier shall be entitled to limit or to interrupt gas supply to the offtake points of the Customer and with this purpose and in its own name to request the operator of distribution network to limit or interrupt transportation of gas to the offtake point of the Customer, should the Customer infringe the contractually agreed payment conditions. 4. The Supplier shall be entitled to limit or interrupt the gas supply to the offtake point of the Customer, should the customer be in delay with payment of the invoice or one of its parts made and payable in accordance with the Contract or should the Customer not fulfil this obligation not even within the additional time limit, which has been set by the Supplier in the written notice to the Customer. This interruption or limitation of the natural gas supply does not authorise the Customer not to make payments for distribution services. In such case the Supplier shall not be responsible for the arisen damages or lost profits of the Customer, which are connected with such limitation or interruption. 5. If the reason of limitation or interruption of gas supply expires this limitation or interruption will not be effective any more and gas supply and Distribution Services shall be restored again. The Supplier may charge to the Client a fee for reconnection of the offtake point in accordance with the valid price list of ODN. 2 / 5

3 6. Should the Customer, in case limitation of supplies because of delay of the Customer in payment of the invoice for gas supply exceeds the maximum volume of offtake for the respective Day, which has been specified by the supplier, the Supplier shall be entitled to increase the price for each kwh of gas, which has been taken above the limit of the specified maximum volume of offtake for the respective Day, which for this purpose shall be converted to trade unit by multiplying the daily average value of voluminous combustion heat, which is valid on the Day, when it has been exceeded, namely by 50% of the respective rate for the taken volume of gas, which is valid at the time, when the customer has taken off the specified volume. 7. In case of withdrawing from the Contract by the Supplier or by the Customer, the Supplier shall be entitled to end the gas supply and Distribution Services as at the date of discharge of the Contract. Article VIII. Complaints 1. Should an error appear in invoicing, the contractual parties shall be entitled to mutual settlement. Should a Customer ascertain an error in the invoice for gas supply, then without undue delay the Customer shall send a written complaint to the Supplier stating the claimed facts and attaching the supporting materials necessary for examining the complaint. However no complaint concerning the invoice shall relieve the Customer of the obligation to pay all and any due invoices inclusive the claimed due invoice to the Supplier within the time limit of their payment period according to the Contract. In case of reasonable complaint the Supplier shall make a correct invoice for gas supply and shall return the possible additionally paid amount to the Customer on the basis of the incorrect invoice. In case the Supplier ascertains the mistake, the Supplier shall make a correct invoice for gas supply and shall return the possible additionally paid amount to the Customer on the basis of the incorrect invoice. 2. The Customer is entitled to claim also other deficiencies in writing, which appeared in the course of implementation of the Contract, whereas any complaint concerning these deficiencies shall not relieve the Customer of the obligation to pay to the Supplier all due and payable invoices within the time limit and in accordance with the Contract. 3. The Supplier shall examine the complaint and the result of examination shall be notified in writing to the Customer within the time limit of 30 days from the delivery of the complaint. As long as the examination of the complaint requires cooperation with the third party, the Supplier may extend the time limit for settlement the complaint by mostly another time limit of 30 days. 4. In case of unjustified complaint the Supplier shall be entitled to charge to the Customer expenses reasonably spent in connection with the examination. 5. The Customer shall address the complaint to the contact persons of the Supplier entered in the Contract. Article IX. Price for Performance 1. The prices for supply of gas to the Supplier are entered in the Contract. 2. Payments for distribution services are the subject matter of regulation on the part of the Office for Regulation of Network Industries (URSO). 3. Should the change of the regulated prices take place on the basis of the change of the price decision of URSO in the course of the contractual period, the Supplier shall be obliged to charge prices to the Customer in accordance with the conditions of the respective new price decision of URSO. Article X. Billing and Payments 1. In accordance with Act No. 222/2004 coll. on Value Added Tax as amended by later regulations (hereinafter only VAT Law Gas supply and Distribution services are considered to be repeated supply of goods and services. The invoices are made together for gas supply and for Distribution services. The day of taxable performance shall be the last day of the billing period. 2. The value added tax (hereinafter only VAT ) shall be added to the mentioned prices when billing in accordance with the valid VAT Law and using the rate applicable as at the date of taxable performance. 3. In accordance with Act No. 609/2007 Z.z. on Excise Tax on Electricity, Coal and Natural Gas as amended by later regulations and under the conditions and in a way entered in this Act or as the case may be in other respective legal regulations the agreed price for gas shall be charged together with the excise tax with the exception of the case, when the Customer proves to the Supplier to be the eligible consumer of gas exempt from the tax on the basis of the permit for exempted gas with the exception of gas supply to the final domestic user of gas. 4. The supplier makes billing, for the agreed gas supply and for the agreed distribution services that are the subject matter of the contract, in the tax document - invoice with the frequency of one month on the offtake points with the monthly period of readings or in the frequency of of sent off readings by the respective ODN on the offtake points with frequency of reading once a year and this is carried out on the basis of the results of measurements of actually supplied gas. 5. The invoice - the tax document shall every time be made to the Customer not later than on the 15th day of the calendar month following the invoice period. The day of taxable performance shall be the last day of the billing period. The Supplier shall send the invoices to the Customer on the day, on which they have been made. The invoice shall be considered to have been sent off to the customer by handing it over for delivery to the post licence holder. 6. Invoices for repeated supply of goods and services for the Customers, where readings take place once a year shall be made, on the basis of contractually agreed volume, at least eleven times during the accounting period of a year (advance payment). The amount of advance payment depends on the tariff product and the distribution rates approved by URSO resulting from it for the respective ODN and on contractually agreed consumption based on the used gas equipment. The Supplier can adjust the amount of advance payment in case of change of consumption volume of gas or in case of change of price on the basis of agreement with the Customer or on the basis of written (also electronic) notification from the Customer. 7. The Customer with monthly readings undertakes to pay the advance payments for gas supply and for Distribution services. The amount, number, deadlines and manner of advance payment have been agreed in the Contract. The contractual parties may agree upon the change in advance payments by a written supplement to the Contract. 8. The settlement invoice shall take into account all paid advance payments for the period, for which the supply has been made. 9. The Customer shall be obliged to pay its obligation from the settlement invoice within the payment period, whereas the date of payment shall be considered to be the day on which the money have been credited to the account of the Supplier. In case that the resulting amount of the settlement invoice will be the overpayment then the supplier shall be obliged to pay this overpayment to the account of the customer and within the due date. The due date of settlement invoices shall be considered to be 14 days from the date, when the invoice has been made, unless it has been agreed otherwise in the Contract. 10. The customer undertakes to pay all payments according to the Contract on the basis of the invoice by a by a bank transfer to the account of the Supplier, which has been entered in the invoices, as well as to enter the correct variable symbol according to the invoice. The Customer may also select the payment of its obligations by means of collection, in this case the Customer shall be obliged to arrange collection in favour of the Supplier in the bank, where it has opened a bank account and the Customer shall be obliged to send a copy of the confirmation of arranging collection payment to the Supplier. 11. Should the Customer not pay the invoice within the payment period, the Supplier shall send a written dunning letter to the Customer. Should the Customer not collect the dunning letter within the time limit for collection, the dunning letter shall be considered to be delivered on the third day since the return of undelivered mail or as the case may be if the Customer has refused taking over the dunning letter without reasons, then on the day, when this dunning letter has been refused to be accepted. 12. If the Customer is in delay with payment of any invoice according to the Contract, there shall arise under law a right to the Supplier to request from the Customer also late payment penalty in addition to payment of the outstanding amount for each started day of delay of payment of this outstanding amount until it has been completely paid up as well as a flat rate compensation of costs associated with applied receivable in accordance with provisions of the Commercial Code. Article XI. Damages 1. Should any of the contractual parties infringe the obligations resulting from the Contract, the injured party shall be entitled to compensation of provably arisen damages, except for cases, when the damage has been caused by limiting or interrupting of gas supply and Distribution services in accordance with the Contract, Energy law and other respective generally binding legal regulations or circumstances excluding the responsibility under section 374 of the Commercial Code. 2. The supplier shall not be liable for arisen damages or lost profits, if the gas supply has been carried out through the equipment of the third party and failing to supply gas has been caused by a break-down or by another event on this equipment. The Supplier shall also not be liable for damages caused by failing to supply gas, which have arisen, when fulfilling obligations in the general economic interest in accordance with the provisions of Article 24 of the Energy Law, as well as for damages arisen in connection with state of emergency in accordance with Article 21 par. 11 Energy Law. 3. In case that in the course of duration of the Contract the Customer commits acts defined in provision of section 82 par. 1 of the Energy Law, as well as provision of Article VI. par. 9 of the Business Terms and Conditions then its offtake of gas shall be considered to be unauthorised offtake of gas. The Customer is liable for damages caused by unauthorised offtake in accordance with the Contract, Energy Law and respective generally binding legal regulations. 4. The Customer and the Supplier shall inform each other about all facts in case of which they are aware that they could lead to damages and shall do their best to ward off imminent damages. Article XII. Termination and Discharge of Contract 1. The Contract can be concluded for a definite or for an indefinite period of time. The time of validity of the Contract and the possibilities of its termination have been stated in the Contract. In case the Contract has been concluded for indefinite period of time, the notice period shall be one (1) month, which starts to expire from the first day of the month following after the notice in writing has been served and ends upon expiry of the last day of the respective month. 2. Any of the contractual parties shall be entitled to withdraw from the Contract, if 3 / 5

4 i. the other party has in a substantial way infringed the provisions of this contract or ii. iii. iv. the other contractual party has filed a petition for opening bankruptcy proceedings or the petition for opening bankruptcy proceedings against the other contractual party has been filed by a third party, whereas the affected contractual party is insolvent or is in the situation, which provides reasons for launching of bankruptcy proceedings or the bankruptcy proceedings have been opened on the assets of the second contractual party, or v. the bankruptcy proceedings on the assets of the second contractual have been stopped because of insufficient assets or vi. the other contractual party has entered liquidation. 3. Substantial infringement of the Contract on the part of the Customer is in particular considered to be: delay of the Customer in making any payment within the payment period, if this payment has not been made not even within the additional time limit specified by the Supplier, unauthorised offtake of gas according to the Energy Law, infringement of obligation of the Customer under Article III, item 7 of these Business Terms and Conditions 4. Substantial infringement of the Contract on the part of the Supplier is in particular considered to be: when the Supplier as a result of its own faulty behaviour or as the case may be as a result of its own faulty omission fails to provide the agreed gas supply as well as Distribution services to the Customer in accordance with the conditions of the Contract. 5. Efficiency of withdrawal from the Contract takes place on the day of delivery of the written notice concerning the withdrawal sent to the other party in a recommended letter to the latest address known of the other contractual party or on the basis of the personal delivery of the withdrawal. 6. In case of withdrawal from the Contract, whether on the part of the Customer or on the part of the Supplier, the application of Article 351 par. 2 of the Commercial Code have been excluded, i.e. neither the Customer not the Supplier are obliged to return to each other the performance provided before the efficiency of withdrawal. Until the efficiency of the withdrawal both the Customer as well as the Supplier shall be obliged to fulfil properly their obligations resulting from the Contract and from the Law as well as to settle properly all unsettled receivables and obligations, which have arisen before the date of efficiency of Withdrawal from the Contract. 7. Withdrawal from the Contract or its termination based on another reason does not affect the right for application of claims resulting from infringement of the Contract inclusive authority to compensation of damages, contractual provisions concerning contractual penalty, the selection of law, settling the disputes between the contractual parties and other provisions, which, according to the expressed will of the contractual parties in the Contract or because of its nature, may also continue after the termination of the Contract. 8. In case of withdrawal from the Contract, its termination in any other way or discharge of the Contract the Customer undertakes to make it possible to the Supplier to carry out all necessary acts connected with termination of gas supply and with provision of distribution services inclusive dismounting of a certain metering equipment and disconnecting of the offtake gas equipment. 9. The supplier is entitled to the contractual penalty (CP) in relation the Customer in case of termination of the contract before the date agreed in the Contract based on the reasons on the part of the Customer, namely: a) In case of termination of the Contract on the basis of withdrawal from the Contract on the part of the Supplier under item 2 par. i) of this article of Business Terms and Conditions as a result of substantial infringement of the Contract on the part of the Supplier according to the item 3 of this article of the Business Terms and Conditions, b) In case of any premature termination of the Contract based on the reasons on the part of the Customer, i.e. termination of the Contract before the agreed duration of the Contract has expired, with the exception of termination of the Contract on the basis of withdrawal by the Customer from the Contract on the basis of the reasons entered in item 2 of this article of the Business Terms and Conditions and upon the basis of the agreement with the Supplier; in the amount of 25% of the contractually agreed price of gas/mwh (C) for 1/12 of the ordered volume of gas in MWh (E) per year multiplied by a number of months, by which the Contract has been prematurely terminated, inclusive the month, in which the Contract was terminated (M), i.e. ZM = C x E x M. 10. The contractual penalty shall not affect the entitlement of the Supplied to the compensation of damages exceeding the amount of the contractual penalty. 11. The mode of the supplier of the last instance is regulated by section 18 of the Energy Law and by section 76 of the Gas Market Rules. The Supplier of the last instance shall be obliged to supply the gas to the consumer of gas that is connected to the network and in case of which the supplier has lost the authority to supply gas to, according to the Energy Law or if the stopping of the process of change of the gas supplier takes place, and at the same, if on the day of interruption of gas supply it does not have the supply secured in any other way. The ODN of the system shall be obliged to inform the affected gas consumers about the beginning of the supply of the last instance (SLI), not later than 15 before this supply starts or immediately after delivery of the information regarding the fact that the original supplier has lost its authority to supply the gas to the OP of the customer. Information about starting of SLI for the final customers shall also contain the day of beginning of SLI, the reason of appearance of SLI, duration of SLI, discharge of the Contract on Associated Gas Supply, if the original Supplier lost its authority to supply gas according section 76 par. 4, subpar. a) to) of the Gas Market Rules, instruction about the obligation to pay the price for gas supply in the SLI mode and instruction about the possibilities of termination of SLI. SLI into the affected OP shall start on the day following the day, on which the original supplier lost its authority to supply gas into these OP. SLI shall not be considered to be the change of the supplier and its duration shall not be more than 3 months. The duration of process of change of the gas supplier in case of SLI shall take 10 days. Article XIII. Force Majeure / Crisis Situation in Gas Industry 1. The contractual parties are not liable for damages, which arise to the other contractual party resulting from the reasons of circumstances excluding liability (force majeure). Circumstances excluding responsibility are considered to be an obstacle, which has arisen independently on the will of the obliged party and hinders it from fulfilling of obligations under the contract, if it is not possible to assume reasonably that the obliged party could ward off or overcome this obstacle or its consequences and furthermore that at the time of signing this contract this obstacle could have been foreseen. Circumstances excluding responsibility are considered to be in particular unforeseeable natural events - natural disasters, war, terrorist actions, blockage, strike affecting the possibility of performance of obligations of the contractual party, decision of state authorities, changes of legal regulations, crisis situation in gas industry according to section 21 of the Energy Law, etc. 2. The supplier shall not be responsible for the arisen damages caused by the circumstances excluding responsibility with the person, who is a supplier in relation to the supplier or a carrier of gas and these circumstances have caused that fulfilling of obligations of the supplier resulting from this contract is not possible. 3. Each of the contractual parties is obliged to notify the other contractual party the circumstances excluding responsibility of this contractual party without undue delay in writing - by an electronic mail or by fax and to mention reason and expected time of duration of these circumstances. This report shall be without undue delay confirmed by a recommended letter. The other contractual party shall be informed in the same way about the fact the the situation of force majeure has ended and if requested, it shall present the trustworthy evidence about the existence of this fact. The contractual party referring to circumstances excluding responsibility shall be obliged to provide to the other contractual party the possibility to check the existence of reasons excluding responsibility. 4. The contractual party shall lose the right to apply claims connected with the events having, in accordance with the Contract, the character of the force majeure, as long as the party, without undue delay after it ascertained or should have ascertained that the case of the force majeure has appeared, did not notify this fact to the other party. 5. When resolving the crisis situation in gas industry and during limiting measures preventing its appearance, both the Supplier as well as the Customer shall be obliged to proceed in accordance with the generally binding legal regulations, Technical Conditions of ODN and supply priorities. 6. Infringement of regulation conditions on the part of the customer during declaration of limiting measures in crisis situation on the basis of the fact that really taken-off volume of gas by the customer will exceed the daily demand set on the basis of limiting supply priorities and heating curves, will be judged according to the provisions of generally binding legal regulations on unauthorised offtake. Article XIV. Protection of Confidential Information and Trade or other Secrets Contractual parties undertake that in implementation of the Contract and its supplements they will protect and keep secret confidential information and facts making the trade secret (hereinafter only confidential information ) from the unauthorised persons. The confidential information for the purposes of the Contract is considered to be such information and facts that are not generally known and which by its publication can cause harmful consequence for any contractual party or information, which have been designated as confidential by any of the contractual parties. Confidential information can be provided to the third parties only with written consent of the affected contractual party, if this is not the case, when the contractual party was obliged to do so under law or under other generally binding legal regulations. The affected contractual party shall issue such consent without undue delay, if this is necessary for implementation of this contract or its supplements and the third party shall provide sufficient guaranties that the confidential information will not be disclosed. The third parties under this provision are not considered to be selected representatives of contractual parties authorised for access to confidential information in connection with the Contract or legal representatives of the contractual parties. The obligation of protection under this article does not apply to entrepreneurial groupings of each of the contractual parties under the Commercial Code. Article XV. Final provisions. 1. The Customer has declared to know the Technical conditions of the ODN applicable on the day of signing the Contract, which represent technical 4 / 5

5 regulation issued by the territorially competent ODN and published in accordance with section 64 par. 7 subpar. p) of the Energy Law. 2. Both contractual parties have accepted that during performance of the Contract or Business Terms and Conditions and in all matters not regulated by the Contract, they shall proceed according to the valid legislation, in particular according to the Energy Law, Gas Market Rules, Operational rules of the locally competent ODN and the Commercial Code and tax laws as amended. 3. Should any obligation (duty) under the Contract be or become invalid or not enforceable, this shall not affect the validity and enforceability of any other obligations (duties) under the Contract; the contractual parties undertake to replace such invalid or unenforceable obligation (duty) by a new, valid and enforceable obligation (duty), the subject matter of which shall correspond in the most suitable manner to the subject matter and purpose of the original obligation (duty); should the Contract not contain any provisions, which would otherwise be justified for limitation of rights and obligations, the contractual parties undertake to add such provisions to the Contract; other provisions of the Contract remain unchanged. of ODN, URSO decisions and changes of respective legal regulations. Amendments of Business Terms and Conditions shall be published on the web page of the Supplier not later than 30 (thirty) days before they enter into force and become efficient. 14. These Business Terms and Conditions are an integrated part of the Contract and shall be valid in the mentioned wording until withdrawal or until the change takes place in a manner stated in item 13 of this Article of the Business Terms and Conditions. After any amendment of the Business Terms and Conditions in accordance with item 13 of this Article of the Business Terms and Conditions has been made, then the Business Terms and Conditions shall be valid in the wording of this amendment. 15. These Business Terms and Conditions have entered into force and became efficient on 01/02/2015 and shall be binding for the Supplier and for all the Customers, who have concluded Contract on Associated Gas Supply with the Supplier. 4. This Contract is governed by legal order of the Slovak Republic. Both contractual parties have agreed that disputes concerning interpretation and performance of the Contract shall be solved at first by mutual negotiations and agreement, namely on the level of negotiations of statutory representatives of contractual parties. If in this way the contractual parties do not arrive at settlement, they undertake in the matters entrusted by law into the competency of URSO to bring the dispute forward for mediation of settlement or for decision of the dispute to the respective URSO bodies. 5. Should the settlement of the dispute between the contractual parties not be achieved in accordance with item 4 Business Terms and Conditions, the contractual parties have agreed, that all disputes arising from the Contract or relative to the Contract, inclusive disputes concerning its validity, construction or cancellation, inclusive the disputes between the contractual parties about the statement if there is a right or legal relation or not, shall be resolved before the Stály rozhodcovský súd (Permanent Arbitration Court) established by the Association of construction, consulting and business partnerships in SR with the registered office at Zelená 2, Bratislava, Slovak Republic. The arbitration shall be held under the internal regulations of Permanent Arbitration Court by one judge provided under the internal regulations of the Permanent Arbitration Court (internal regulations are published on the official webpage The parties shall submit to the decision of the Permanent Arbitration Court. Its decision shall be binding and final for the parties. Place of the arbitration is Bratislava, Slovak Republic. 6. All notices made under the Contract shall be in writing (the so called written document) or in the electronic form, unless the Contract provides otherwise for the particular case. For a written communication the procedure of personal delivery of the written document with the written receipt confirming the taking over of the document or the delivery of the written document by the post licence holder as recommended delivery (recommended letter) may be used; the fax message shall be documented by a confirmation of the recipient on having received the fax; the electronic communication shall be supported by a confirmation of the recipient on having received the message; contact addresses, telephone and fax numbers and addresses have been entered in the Contract or as the case may be in the respective annex to the Contract. 7. The written documents concerning formation, changes and expiry of contractual relation according to the Contract or formation, changes and extinction of rights and obligations of the Customer or the supplier resulting from this Contract shall be delivered by a post licence holder in the form of a recommended letter to the address of the other party (addressee), who is known to the sender according to the Contract to the addresses of persons eligible to act in the contractual matters for the party (contact persons, contact addresses, telephone and fax numbers and addresses); when the same principles are observed personal delivery is also possible. 8. The obligation of the sender to deliver the written document to the addressee has been fulfilled, when the addressee has taken over the written document or when it has been returned to the sender as undeliverable by the post licence holder; effects of delivery will take place also in such case, if the addressee has refused delivery of written documents. 9. The written documents of the contractual parties being sent to the own hands or as recommended mail to the last known address of the other contractual party shall, in case that the other contractual party does not collect the delivery within the collection period, be considered as having been delivered on the third day since the return of undelivered mail or as the case may be if the other party has refused taking over of the written document without reasons, then on the day, when this delivery has been refused. 10. The Contract can be amended only by gradually numbered written supplements signed by authorised representatives of the contractual parties. 11. The Contract has been made in 2 counterparts, which have the validity of the original and each of the parties shall receive 1 counterpart. If in addition to the Slovak language the Contact has been made also in the English language or in any other foreign language, then in case of any discrepancies and inconsistencies between individual versions of the Contract, the prevailing, i.e. decisive and legally binding shall exclusively be its Slovak version, whereas the same applies also in case of Business Terms and Conditions. 12. The Contract becomes valid on the day of being signed by both contractual parties and becomes effective on the day of real beginning of providing of Distribution Services and gas supply. 13. The Supplier reserves the right to change these Business Terms and Conditions, in particular in connection with the changes of the Regulations 5 / 5