SUBJECT TO SHAREHOLDERS APPROVAL
CONFIDENTIAL
MASTER LNG F.O.B. SALES AGREEMENTS AGREEMENTS
ABU DHABI GAS LIQUEFACTION CO. LTD.
and
This document is intended to form a basis for negotiation. It is not an offer, and Seller reserves the right during the course of negotiations to withdraw, vary, or add to the contents of this document. [subject to contract]
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MASTER LNG F.O.B. SALES SALES AGREEMENT AGREEMENT TABLE OF CONTENTS
Article No.
Page
1
Definitions
4
2
Sale and Purchase
7
3
Quantity & Quality
7
4
Loading Terms; Failure to Lift
8
5
Transfer of Title and Risk
9
6
Assignment of Contract
9
7
Billing, Payment and Price
10
8
Availability
11
9
Taxes and Charges
11
10
Permissions and Approvals
11
11
Force Majeure
12
12
Limitation of Liability
13
13
Governing Law and Arbitration
14
14
Facilities
15
15
Safety
15
16
General Provisions
16
17
Term
18
ANNEXURE A:
Loading Terms and Related Matters
20
ANNEXURE B:
LNG sales Confirmation Notice
29
ANNEXURE C:
Letter of Credit
32
ANNEXURE D:
Calculation of Quantity
34
ANNEXURE E:
“Adgas standard LNG Vessel Questionnaire”
40
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MASTER LNG F.O.B. SALES SALES AGREEMENT AGREEMENT TABLE OF CONTENTS
Article No.
Page
1
Definitions
4
2
Sale and Purchase
7
3
Quantity & Quality
7
4
Loading Terms; Failure to Lift
8
5
Transfer of Title and Risk
9
6
Assignment of Contract
9
7
Billing, Payment and Price
10
8
Availability
11
9
Taxes and Charges
11
10
Permissions and Approvals
11
11
Force Majeure
12
12
Limitation of Liability
13
13
Governing Law and Arbitration
14
14
Facilities
15
15
Safety
15
16
General Provisions
16
17
Term
18
ANNEXURE A:
Loading Terms and Related Matters
20
ANNEXURE B:
LNG sales Confirmation Notice
29
ANNEXURE C:
Letter of Credit
32
ANNEXURE D:
Calculation of Quantity
34
ANNEXURE E:
“Adgas standard LNG Vessel Questionnaire”
40
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MASTER F.O.B. LNG SALES AGREEMENT
This Agreement is made this ___________ day of ________ 200__ and shall be effective from the date hereof (the “Effective Date”). BETWEEN
i)
Abu Dhabi Gas Liquefaction Company Limited of P.O. Box 3500 3500,, Abu Dhabi, Dhabi, United Arab Emirates (“Seller”) and
ii) ____________________, a Company organised and existing under the law of … (“Buyer”) Seller and buyer are herein also referred to individually as Party (“Party”) and collectively as Parties (“Parties”). WHEREAS
a) Seller has available for sale liquefied natural gas (“LNG”) at its liquefaction plant at Das Island (“Plant”) b) Buyer has a requirement for LNG and also has available an LNG Vessel suitable to take delivery of LNG from Seller at the Delivery Point. c) Seller and Buyer have agreed that Seller will sell and Buyer will buy certain quantities of LNG F.O.B. at Das Island in accordance with the following terms and conditions. d) This Agreement shall serve as the “Master F.O.B. LNG Sales Agreement” and sets out the terms and conditions which apply to the transactions entered into between the Parties in each LNG sales Confirmation Notice, in the general form attached as Annexure “B”. THE PARTIES NOW AGREE AS FOLLOWS:
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ARTICLE ONE DEFINITIONS
Section 1.1 For all purposes of the Agreement, the following terms shall have the following meanings: “Affiliates” means any person that directly or is controlled by that person, under common control control of another person. For the purposes of of this definition, the term term “Control” shall mean the beneficial ownership of fifty per cent (50%) or more of the voting share of a company or other entity or of the equivalent rights to determine the decisions of such a company or other entity. “Agent” means all employees, contractors and agents of Buyer or Seller and includes the owner and operators of Buyer and Sellers’ Facilities and their employees, contractors, sub-contractors and agents. “Agreement” means the legally binding relationship established by (i) this Master F.O.B. LNG Sales Agreement and (ii) the provisions contained in any LNG Sales Confirmation Notice(s) (Annexure B) together with Annexures A, C, D and E hereto. “Banking Day” means a consecutive twenty-four (24) hour period starting at 00.00 hours (Abu (Abu Dhabi time) of the year on which banks are normally open for business in the country of Seller’s nominated bank. “BTU” means a British Thermal Unit, being that amount of heat which is equal to 1,055.06 joules. “BTU/SCF” means the number of BTU contained in a standard cubic foot of gas at a temperature of 60º F and at an absolute pressure of 14.696 pounds per square inch, the gas being assumed to be an ideal gas. "CLC" shall mean the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by the related Protocol of 1976 and otherwise as amended or supplemented from time to time. "Das Island" Island" shall mean Das Island in the Emirate of Abu Dhabi, Dhabi , the United Arab Emirates.. Emirates "Day" shall mean a period of time of twenty-four (24) consecutive hours beginning at 00.00 local time in Abu Dhabi, Dhabi, and any Day of a Month shall begin at 00.00 local time in Abu Dhabi. Dhabi. "Delivery Point" shall mean the junction point of the flange connecting the loading arm of the Loading Port terminal facilities with the receiving manifold of Buyer's LNG Ship. “Discharge Port” means the port specified in the LNG Sales Confirmation Notice.
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"Fax" shall mean an electronic facsimile transmission "F.O.B." shall have the meaning ascribed thereto in Incoterms (2000 edition), as amended or supplemented from time to time. “Force Majeure” has the meaning specified in Article 11. “Full Cargo Lot” means each cargo of LNG which is the maximum quantity which the relevant LNG Ship can safely load. “GPA” means Gas Processors Association, U.S.A. “Gross Heating Value” or “GHV” shall mean that quantity of heat in BTU produced by the complete combustion of one (1) Standard Cubic Foot of natural gas at sixty (60) degrees Fahrenheit and an absolute pressure of fourteen decimal six nine six (14.696) pounds per square inch with excess air at the same temperature and pressure as the natural gas when the products of combustion are cooled to sixty (60) degrees Fahrenheit and when the water formed by combustion is condensed to the liquid state and the products of combustion contain the same total mass of water vapour as the natural gas and air before combustion, the gas being under ideal conditions. “International Standards” means the international standard and practices applicable to the ownership, design, equipment, operation or maintenance of LNG tankers (in Buyer’s case) or loading terminal (in Seller’s case) established by: (a)
The International Maritime Organisation, Oil Companies, International marine Forum (OCIMF) or Society of International Gas Tanker and Terminal Operators (SIGTTO), or
(b)
Any other internationally recognised agency or organisation with whose standards and practices it is customary for reasonable and prudent owners or operators of such tankers or terminals to comply.
"Loading Port" shall mean the port at Das Island, including Seller's LNG loading terminal therein. "LNG" shall mean a liquefied natural gas being a mixture of hydrocarbons, predominantly methane with other naturally occurring gases, produced at the Plant, of a typical quality referred to in Annexure B. “LNG Sales Confirmation Notice” means a written agreement between the Seller and Buyer entered into from time substantially in the form set forth in Annexure B to this agreement and to which the term of this agreement apply. “LNG Ship” shall mean any ship designed, constructed, equipped, and maintained to safely load and carry LNG and which is fully compatible with the Loading Port and which is nominated by Buyer, accepted by Seller and is specified in the LNG Sales Confirmation Notice.
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"MARPOL" shall mean the IMO document - MARPOL 73-78 Convention and 1989 Protocol on marine pollution as amended or supplemented from time to time. "Month" shall mean a period of time beginning on the first Day of a calendar month (Gregorian Calendar) and ending on the last Day of such calendar month and "Monthly" shall be construed accordingly. “MMBTU” means 10 6 British Thermal Units. "MT" shall mean a metric ton, being equal to 1,000 kilograms or 2,204.62 pounds. “Normal Cubic Metre” or “m 3(n)” of regasified LNG means the quantity of regasified LNG, which at zero (0) degree Celsius and at an absolute pressure of one decimal zero one three two five (1.01325) bar and when free of water vapour occupies the volume of one (1) cubic metre. “Notice of Readiness” shall have the meaning set forth in Annexure A, Section A.2.2. "Plant" shall mean the Seller's fractionation and liquefaction plant at Das Island. “Reasonable and Prudent LNG 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 which would reasonably and ordinarily be expected from a skilled and experienced operator complying with all applicable laws engaged in the same type of undertaking under the same or similar circumstances and conditions and the expression “standard of a Reasonable and Prudent LNG Operator” shall be construed accordingly. “Relative Mass Density” or “Specific Gravity” means the mass of a volume of regasified LNG expressed in pounds weight divided by the mass of an equal volume of dry air expressed in pounds weight both gases being in the same state sixty (60) degrees Fahrenheit and fourteen decimal six nine six (14.696) pounds per square inch. “Rounded” or “Rounding” means the method for eliminating figures which are not required in order to establish a required number as specified below: a)
If the first of the figures to be discarded is 5 or greater, the last of the figures to be retained is increased by 1; or
b)
if the first of the figures to be discarded is 4 or less, the last of the figures to be retained is not altered.
“Seller’s Facilities” shall mean the Plant and other facilities referred to in Section 14.1.
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"Set Range" shall mean the three (3) Day period during the appropriate Delivery Period in which Buyer's LNG Ship is to arrive for loading as specified in the LNG Sales Confirmation Notice. "SOLAS" shall mean the Safety of Life at Sea Convention of 1974 and the related Protocol of 1978, both as amended or supplemented from time to time. “Specification” shall mean the quality of the LNG as stated in the LNG Sales Confirmation Notice. “Standard Cubic Foot” or “SCF” of regasified LNG means the quantity of regasified LNG which at sixty (60) degrees Fahrenheit and at an absolute pressure of fourteen decimal six nine six (14.696) pounds per square inch and when free of water vapour occupies the volume of one (1) cubic foot. “Standard Cubic Meter” of regasified LNG means the quantity of regasified LNG which at fifteen decimal six (15.6) degrees centigrade and at an absolute pressure of one decimal zero one three two five (1.01325) bar and when free of water vapour occupies the volume of one (1) cubic meter. "STCW" shall mean the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers of 1978, as amended or supplemented from time to time. ARTICLE TWO SALE AND PURCHASE
Section 2.1 Subject to the terms and conditions set forth herein, Seller shall sell and deliver, and buyer shall purchase and take delivery of, or pay for it if not taken LNG in Full Cargo Lots. Section 2.2 The LNG shall be loaded in bulk on board the LNG Ship. LNG shall be sold in full and complete cargoes, unless otherwise specified in this Contract.
ARTICLE THREE QUANTITY AND QUALITY
Section 3.1 Subject to the terms and conditions set forth herein, Seller shall sell and deliver, and Buyer shall purchase and take delivery of, or pay for if not taken, LNG in full cargo lots as specified in Annexure “B” LNG Sales Confirmation Notice.
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Section 3.2 The quality of LNG shall be determined according to the provisions of Article 4 of Annexure “A” hereto. The LNG delivered by the Seller to the Buyer pursuant to this Agreement shall comply with the specifications set forth in Annexure “B” hereof. Section 3.3 Seller does not represent, undertake or warrant that the LNG to be sold and delivered hereunder shall be fit or merchantable for any particular purpose. All Conditions undertaking and warranties inconsistent with this Section whether express or implied, statutory, collateral hereto, or otherwise, are hereby excluded and extinguished. Not with standing anything in this Section 3.3 to the contrary nothing herein shall relieve Seller of its obligations to deliver LNG which meet the specifications set forth in Annexure “B”.
ARTICLE FOUR LOADING TERMS; FAILURE TO LIFT
Section 4.1 The provisions which shall govern LNG Ship nominations, LNG Ship arrival and loading, demurrage and determination of quality and quantity are set forth in Annexure A hereto. Each Ship tendered by Buyer to lift LNG shall be designed, constructed, equipped and maintained to safely load and carry LNG. Section 4.2
(a)
In the event that Buyer fails to lift, for any reason whatsoever, any LNG forming part of the quantities to be sold and which is nominated according to the procedure set forth in Annexure A1.1 b) hereunder, Seller shall be entitled to (i) cause curtailment of production of LNG to the extent of Buyer’s failure to lift, or (ii) sell such LNG to a third party in Seller’s sole discretion or (iii) make any other disposition of such LNG as Seller deems appropriate.
(b)
To the extent that Buyer’s failure to lift such LNG which is nominated according to Annexure A1.1 b) is not attributable to the fault of Seller or Force Majeure, the amount of such LNG not lifted shall be deemed to be an amount lifted by Buyer and Buyer shall make payment in respect thereof against Seller’s written certificate certifying the quantity of LNG not lifted, together with Seller’s invoice for the sum equal to the price which would have been payable by Buyer had such LNG been lifted by Buyer hereunder.
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(c)
In the event, Seller, in its sole discretion, sells the LNG not lifted by Buyer to a third party, the price so obtained shall be deemed conclusively to be the best price which Seller could obtain. From the proceeds of such sale(s) shall be deducted Seller’s expenses incurred through Buyer’s failure to lift and the remainder shall be applied towards the amount due from Buyer to Seller under this Agreement and Buyer shall pay to Seller the balance, if any, of such amount promptly upon demand of Seller. Nothing in this Section 4.2 shall affect any other right to remedy of Seller which would otherwise exist to recover compensation under any other provision of this Agreement or by way of damages for breach thereof. ARTICLE FIVE TRANSFER OF TITLE AND RISK
Section 5.1 Delivery to Buyer shall be deemed completed and title and risk shall pass to Buyer as the LNG purchased and sold hereunder passes the Delivery Point. Buyer shall assume all risk of, and full responsibility for, any loss, deterioration, evaporation and damage of whatsoever nature to or in respect of or caused by the LNG howsoever arising after the LNG has passed the Delivery Point. Section 5.2 All LNG sold hereunder shall be for the Buyer’s account only and discharge shall be limited to the Discharge Port. However, Buyer may change the Discharge Port for reasons of operational problems at the Discharge Port or with the Ship to another suitable port within the country where the LNG to be discharged upon notice to Seller. Should Buyer wish to change the Discharge Port to a port outside the country where the LNG to be discharged, Seller’s agreement must be first obtained. ARTICLE SIX ASSIGNMENT OF CONTRACT
Section 6.1 Buyer may not assign its rights and obligations under the Agreement directly or indirectly whether by way of merger, consolidation, acquisition or sale of assets to any third party or a receiver or trustee in bankruptcy or otherwise without the prior written consent of Seller, provided, however, that without in any way relieving Buyer of any of its obligations hereunder it shall not be deemed an "assignment" for the purposes of this Article Six if Buyer causes one or more shipments of LNG to be lifted and paid for in its place and stead by a company or companies of which Buyer owns at least fifty-one percent (51%) of all outstanding voting securities. A purported assignment in contravention of this Article Six shall be void and unenforceable as against Seller and shall give Seller the right to terminate the Agreement and any or all other contracts between Seller and Buyer.
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ARTICLE SEVEN BILLING, PAYMENT AND PRICE
Section 7.1 The price in United States Dollars per MMBTU, Rounded to three decimal places, shall be as specified in the Confirmation Notice Annexure “B”. Section 7.2 Promptly after completion of each delivery (or after each failure to lift any LNG where Buyer has been deemed to have lifted such LNG pursuant to Section 4.2 above), Seller shall prepare an invoice showing the quantities of LNG delivered, including amounts delivered pursuant to Section 3.2 of Annexure “A” (or deemed lifted by Buyer pursuant to Section 4.2 above) and the price therefore as specified in the LNG Sales Confirmation Notice Annexure "B". Unless agreed otherwise by Seller, payment shall be made in immediately available funds by wire transfer in United States Dollars free of all charges and without asserting any set-off or counter-claim or making any deductions into a bank account nominated by Seller. Buyer shall make payment for each invoice, within a period of eight (8) days from the date of the Bill of Lading (Bill of Lading Date inclusive) or in the case of deemed lifting pursuant to section 4.2 above, within eight (8) days from the date of the sellers invoice. Unless otherwise agreed by seller, Buyer shall at all times have outstanding commitment to Seller in the form of an irrevocable standby Letter of Credit in favour of the Seller in the form attached in Annexure “C” in US Dollars at a first class bank nominated by Seller equal to each payment against presentation of written advise by Seller that there has been a failure by Buyer to pay the same in such manner by such due date, and that Seller has performed all of its obligations under the Agreement with respect to such payment. Each such Letter of Credit shall be advised through and confirmed by such bank in Abu Dhabi at least fifteen (15) days prior to the anticipated date of loading and Shall be established with a validity of sixty (60) days and in an amount specified in the LNG Sales Confirmation Notice Annexure "B". Section 7.3 If Buyer fails to pay Seller an amount due under any invoice by the due date for payment and if for any reason the amount due to Seller is not promptly paid to Seller pursuant to Section 7.2, then:
a)
Seller may suspend further loading of LNG under this or any other Agreement until payment is made; and
b)
Buyer shall pay interest thereon to Seller for the period commencing on the day following the due date up to and including the day when payment is made. Interest shall be calculated at the rate of one per cent (1%) above Master LNG FOB
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the rate per annum which Lloyds Bank International Limited was offering to prime banks in the London Interbank market for deposits in United States Dollars for a three (3) Month Period, determined at 11:00 a.m. London time, as quoted on the date when payment was due. Interest shall be calculated on the basis of a three hundred and sixty five (365) day year and shall be paid on the date when payment of the amount due is made.
ARTICLE EIGHT AVAILABILITY
Section 8.1 If by any reason or cause there is a reduction or suspension of availability of LNG, whether related to production or otherwise, then Seller shall have the right to reduce or suspend deliveries hereunder to the extent that Seller considers in its sole judgement reasonable and equitable and Seller shall not be bound to acquire or purchase additional quantities from other sources. ARTICLE NINE TAXES AND CHARGES
Section 9.1 All Taxes (as defined in this Section) arising in the Buyer’s country or in the country of discharge of LNG shall be paid or borne by the Buyer. The Buyer shall reimburse the Seller for any such Taxes which the Seller is obliged to pay. All Taxes arising in the Seller’s country shall be paid or borne by the Seller. The Seller shall reimburse the Buyer for any such Taxes which the Buyer is obliged to pay. In this Section, “Taxes” means all taxes, charges, royalties, duties, or other imposts whatsoever levied by a government or duly constituted authority on the LNG sold hereunder or on the natural gas from which it was derived or in respect of the act, right or privilege of producing, processing or selling that LNG or natural gas or in respect of any LNG Ship imposed by any Government Authority in the Emirate of Abu Dhabi, United Arab Emirates, but does not include any form of tax payable on income or profits. ARTICLE TEN PERMISSIONS AND APPROVALS
Section 10.1 The Seller shall obtain or cause to be obtained all necessary permissions, authorisation, approvals and other requirements from the government in the
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country where the Plant is located or any other duly constituted authority necessary to enable it to perform its obligations under this Agreement.
Section 10.2 The Buyer shall obtain or cause to be obtained all necessary permissions, authorisation, approvals and other requirements from the government in the country the LNG is being delivered or any duly constituted authority necessary to enable it to perform it obligations under this Agreement. Section 10.3 Without prejudice to the obligations contained in this Article Ten, if permissions and approvals described in Section 10.1 and 10.2 are not obtained prior to issuance of an LNG Sales Confirmation Notice, Seller and Buyer shall consult in good faith on how to proceed. ARTICLE ELEVEN FORCE MAJEURE
Section 11.1 A party is not liable for a failure to fulfil an obligation under this Agreement (other than an obligation to pay money or where a party may perform the Agreement through payment of money) but in each case subject to the provisions of Section 4.2 (b) and is not in breach of this Agreement, if and to the extent to which fulfilment has been delayed, interfered with or prevented by Force Majeure, which shall be defined as any circumstance whatsoever, which is beyond the reasonable control of the party affected preventing or hindering due performance of any obligation hereunder which cannot be overcome by the exercise of reasonable diligence. Section 11.2 In this Agreement, provided the aforementioned requirement is met, “Force Majeure” includes but is not limited to: a) The compliance by the party affected with an act, order or demand of an intentional, national, port transportation, local or other authority or agency or of any body or person purporting to be or act for such an authority or agency; b) A strike or any other kind of labour dispute; c) In the case of the Seller, loss of or damage to raw gas production or transportation facilities or LNG production, storage or loading facilities; d) In the case of the Buyer, loss of or damage to the LNG Ship;
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Each of paragraphs a), b), c) and d) of this Section 11.2 shall be read and construed independently. Section 11.3 A party seeking to rely on Force Majeure shall promptly advise the other Party of force Majeure and will keep the other Party advised of the situation and shall use reasonable endeavours in all the circumstances; a) To eliminate the circumstance of Force Majeure relied on to enable it to resume full performance of its obligations; and b) To minimise the effects of the circumstance of Force Majeure; provided however that a strike or any other kind of labour dispute may be settled by the party concerned at its absolute discretion. Section 11.4 For the purpose of Article 11, unless a circumstance is beyond the reasonable control of the Seller itself and all of the following persons who are in any way related to the circumstance, it is deemed to be within the reasonable control of the Seller; i. The operator or delegated operator of raw gas production or transportation facilities or LNG production, storage or loading facilities; ii. A servant or agent of one or more of the foregoing persons. Section 11.5 For the purpose of Article 11, unless a circumstance is beyond the reasonable control of the buyer itself and all of the following persons who are in any way related to the circumstance, it is deemed to be within the reasonable control of the Buyer; i. The owner, operator, manager or charterer of the LNG Vessel; ii. A servant or agent of one or more of the foregoing persons. Section 11.6 For the purpose of paragraph 11.2 d), the negligence of any one or more of the persons described in sub-paragraph 11.5 (i) or (ii) is deemed to be the negligence of Buyer.
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ARTICLE TWELVE LIMITATION OF LIABILITY
Section 12.1 A party is not liable to another party under this Agreement or in negligence or otherwise howsoever, as a result of any act or omission in the course of or in connection with the carrying out of this Agreement, for or in respect of any consequential loss or damage, including any loss of income or profits and any claim, demand or action made or brought against that other Party by a third party.
ARTICLE THIRTEEN GOVERNING LAW AND ARBITRATION
Section 13.1 The construction, validity and performance of this Agreement shall be governed by English law. The United Nations Convention on Contracts for International Sale of Goods (the Vienna Sales Conventions) does not apply to this Agreement. Section 13.2 a) The Parties shall use good faith efforts to settle any dispute, claim or controversy arising out of or relating to this Agreement or the actual or alleged breach, termination or invalidity hereof, by mutual discussions. However, if such dispute, claim or controversy cannot be resolved by mutual discussions, such matter shall be referred to arbitration by an arbitral tribunal under the UNCITRAL Arbitration Rules contained in Resolution 31/98 adopted by the United Nations General Assembly on December 15, 1976 and entitled “Arbitration Rules of the United Nations Commission on International Trade Law,” as in force at the date of this Contract. The tribunal shall consist of three arbitrators. For the purposes of the UNCITRAL Arbitration Rules, the appointing authority shall be the Permanent Court of Arbitration located at the Hague. The presiding arbitrator appointed pursuant to this Clause 14.2 shall not be a national of U.S.A. or of any of the current members of the Gulf Co-operation Council. The Parties agree that any arbitration shall take place in London, England and that the language of any arbitration proceedings shall be English. b) Any award is final and binding upon the Parties concerned, and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the Party against whom judgement is sought. c) To the extent that any party hereto is wholly or partly or directly or indirectly government owned or controlled, such party agrees that in the event of commencement of legal process by any party hereto, no immunity from claim in respect of such legal process shall be sought on the ground of sovereign
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immunity. Each party hereby submits to the jurisdiction and shall execute judgements or awards of any court or arbitrator having jurisdiction in respect of this Agreement. ARTICLE FOURTEEN FACILITIES
Section 14.1 The Seller shall, at all times throughout the period of supply of LNG, provide, maintain and operate or cause to be provided, maintained and operated in good working order to the International Standards of safety, raw gas production and LNG production, storage and loading facilities necessary in order to fulfil its obligations in a safe and efficient manner under this Agreement. Section 14.2 Buyer shall, at all times through the period of supply of LNG hereunder, provide, maintain and operate or cause to be provided maintained and operated in good working order to the International Standards of Safety, Buyer’s Facilities, the receiving, storage, regasification and gas send-out facilities, and other facilities within the Buyer’s Facilities necessary, in order to fulfil its obligations under this Agreement. Section 14.3 The loading facilities to be provided under Section 14.1 shall include a line for returning vaporised gas from the LNG Vessel so that the loading can be undertaken in a safe manner. The Seller and the Buyer shall agree on the conditions as to quantity, rate, pressure and temperature with regard to the capability of the relevant facilities of the Seller and the LNG Ship necessary to ensure safe loading. The Buyer shall return that vaporised gas to the loading terminal during loading or cooling operations. ARTICLE FIFTEEN SAFETY
Section 15.1 The Seller and the Buyer recognise the importance of securing and maintaining safety in all matters contemplated in this Agreement including the operation of facilities and the transportation of LNG and it is their intention to secure and maintain high standards of safety in accordance with the generally accepted International Standards prevailing in the liquefied natural gas industry from time to time. Seller hereby agrees to provide the LNG Ship with a safe berth at each loading hereunder.
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Section 15.2 The Buyer shall at all times ensure that the LNG Ship meets the Standards of safety required by United Arab Emirates Laws and Regulations all applicable maritime regulations and requirements in the countries the LNG Vessel will call and is provided with appropriately qualified and suitably trained officers and crew. Section 15.3 The Buyer, with regard to the navigation and management of the LNG Ship, and the Buyer and the Seller, with regard to the LNG Ship’s berthing, unloading and putting to sea, shall keep in close touch with maritime and other relevant authorities and shall abide by all relevant laws, regulations and lawful orders, as well as International Standards and regulations, and shall pay due regard to relevant guidance and other restrictions. The Seller and the Buyer, in performance of this undertaking, shall make appropriate arrangements with the parties concerned with those matters. Section 15.4 The Seller and the Buyer shall use all reasonable efforts to ensure that their respective employees, agents, contractors and suppliers have due regard to safety and abide by the relevant regulations while they are performing works and services within and around the area of the loading terminal and on board the LNG Ship. ARTICLE SIXTEEN GENERAL PROVISIONS
Section 16.1 Except where otherwise specifically provided herein, any claim whatsoever arising under or in connection with the Agreement shall be irrevocably waived if written notice is not give by the aggrieved Party within one (1) year from the date the aggrieved party learns of the claim or, through the exercise of ordinary diligence, should have learned of such claim. Section 16.2 If either Party defaults in the performance of any of its obligations under this Agreement and such default is not cured within thirty (30) days after the party not in default has given written notice of default, then the Party not in default may forthwith cancel and terminate this Agreement, but such termination shall not discharge or release any rights, duties, obligations or liabilities arising prior to such termination nor prejudice any right or remedy, obligations or liability before, at, or in consequence of such termination. If the default is cured on or
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before the fifteenth (15 th) day after the giving of such notice, then such notice shall be nullified and of no effect. Section 16.3 The parties agree to treat the contents of the Agreement and any information disclosed in an arbitration conducted under this Agreement as strictly confidential and agree not to disclose any provision of the Agreement to any confidential information in connection with the performance of this Agreement to any third party without the prior written consent of the other party hereto, except for such information which is already part of the public domain, and except for disclosure by either party to this Agreement to its affiliate, Shareholders or any court or governmental requirement. Except in the case of such information already forming part of the public domain, such disclosing party shall make all reasonable endeavours to ensure that the party or parties receiving such confidential information maintain its confidentiality. This sub-clause remains in force for two (2) years after the expiry of this Agreement. Section 16.4 The failure of either party of any time to require performance of any provision of this Agreement shall not affect its right to require subsequent performance pursuant to that provision, nor shall the waiver by either party of any breach of any provision or this Agreement be deemed to be a waiver of any subsequent breach of such provision. Section 16.5 So long as Buyer is in default in any of its obligations under the Agreement (including any default for which a sum of money is payable by Buyer hereunder), Seller, without relieving Buyer of any of its obligations, shall be fully relieved of any obligation to sell and deliver LNG to Buyer hereunder or under any other contract. Section 16.6 The headings in the Agreement are for convenience only and shall not be interpreted in any way to limit or change the subject matter of the Agreement. Section 16.7 In this Agreement except where the context otherwise requires (i) the singular includes the plural and vice versa, (ii) any reference to a document is to that document as from time to time amended or supplemented, (iii) reference to natural persons includes bodies corporate and vice versa, and (iv) reference to any gender includes every other gender. Section 16.8
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This Agreement constitutes the entire Agreement between the parties on the subject matter of this Agreement and supersedes and replaces any provisions on that subject contained in any other Agreement between the parties, whether written or oral, entered into by the parties prior to the date of execution hereof. Section 16.9 Unless otherwise agreed, all notices to be given under this Agreement by one Party to the other are sufficiently given if in English, in writing and either delivered in person or sent by prepaid mail, telex, facsimile to the other Party at its address specified in below or as stated in any subsequent LNG Sales Confirmation Notice. Section 16.10 This Agreement does not constitute either Party as the agent, partner or legal representative of the other for any purposes whatsoever, and neither Party shall have any express or implied right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other Party. Section 16.11 Except as otherwise provided, no provision of this Agreement is intended, nor shall be constructed, to create and rights, benefits or interest in any third party. Section 16.12 This Agreement may not be supplemented, amended, modified or changed except by an instrument in writing signed by Seller and Buyer and expressed to be a supplement, amendment, modification or change to this Agreement ARTICLE SEVENTEEN TERM
Section 17.1 This Agreement shall become effective from the Effective Date and shall remain in force until either Party gives a notice of termination after which this Agreement shall terminate once all that is for a period as may be necessary for completion of the loading of the last schedule cargo as per the Confirmation Notice, Annexure ‘C’ and for all the obligations of the parties to be performed in accordance with this Agreement have been carried out.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
(Seller) ABU DHABI GAS LIQUEFACTION COMPANY LIMITED.
By: ____________________________________________ Title: General Manager
________________________________________________ Witness
(Buyer)
By: _____________________________________________ Title: _________________________________________________ Witness
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ANNEXURE “A” LOADING TERMS AND RELATED MATTERS ARTICLE ONE LNG SHIP NOMINATION
Section A 1.1 a)
Each shipment of LNG shall be delivered at the Loading Port to an LNG Ship nominated by Buyer, being the LNG Ship which will be deemed in this case to be the Accepted LNG Ship(s). If this Ship is unavailable, Buyer may nominate another LNG Ship compatible with the Loading Port. If the nominated LNG Ship is substantially larger or smaller than the Accepted LNG Ship(s), then the substitution of such LNG Ship shall be subject to the consent of Seller which shall not be unreasonably withheld if Seller is able to accommodate such LNG Ship within its production and lifting schedules at the Loading Port and without prejudice to the total approximate quantity stipulated in Section 3.1 and Annexure “C” of the Agreement. Buyer shall comply with all conditions contained in Section A 1.3 and such nomination shall specify as to each such LNG Ship: i)
A response satisfactory to ADGAS to the ADGAS Standard LNG Vessel Questionnaire (Annex E) or in the case of the Accepted LNG Ship(s) confirmation by Buyer that there has been no material change to the data previously given by Buyer to Seller in respect of these vessels.
ii) The quantity of LNG to be loaded; iii) The expected date of arrival of the LNG Ship at the Loading Port which must be a date within the Set Range for that LNG Ship. iv) The destination and receiver of the LNG and documentation schedule; v) The nature of the product contained in the tanks of the LNG Ship during her current voyage. vi) Confirmation that all discharges and emissions from the vessel are within the guidelines in MARPOL. b)
Delivery Periods The Set Range for each lifting is set out in Annexure “B”.
Section A 1.2
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If a nomination of an LNG Ship is accepted by Seller, then such nomination shall be known as an "Accepted Nomination" and the LNG Ship which is the subject of the Accepted Nomination shall be known as an "Accepted LNG Ship". Except as otherwise provided herein, each Accepted LNG Ship shall lift the quantity of LNG specified in it’s nomination during the corresponding Set Range and Seller shall have the right to postpone the loading of any LNG Ship which arrives at the Loading Port after the expiry of her Set Range or any LNG Ship which arrives during her Set Range but would not in Seller's opinion be able to complete loading within the Set Range. Such postponement shall take into account the existing loading commitment of the Seller, if any. Section A 1.3 a)
It is understood that Buyer is familiar with the Ship restrictions regarding overall length, loaded draught, displacement tonnage and other relevant limitations currently in effect at the Loading Port. Buyer shall keep itself familiar with all changes which may occur from time to time in the vessel restrictions in force at the Loading Port and shall not tender any vessel with specifications not in compliance with the said restrictions. Seller shall make its best efforts to advise Buyer of any changes of which Seller becomes aware.
b)
Buyer shall ensure that all LNG Ships tendered for loading hereunder (i) shall be fully covered under / by insurance satisfying the requirements of CLC, as applicable, (ii) shall be manned and maintained so as fully to comply with the standards set out in the applicable IMO Gas Carrier Codes of Construction and manned in accordance with STCW (or such other safety guides and International Standards as may be issued in replacement thereof), (iii) shall be of such size and draught and be so manned and equipped as to be in every way fit for entering, berthing at, loading at and leaving the Loading Port safely and without delay, (iv) shall comply in all respects with the standards established by SOLAS, (v) have maximum displacement on arrival of less than 95,000 MT. Buyer shall also ensure that such LNG Ships and those on board shall comply at all times with all regulations and customs of the Loading Port, the loading installations, and the authorities in control thereof. If Buyer nominates a vessel more than sixteen (16) years of age then in addition to the other requirements of this section, Buyer shall furnish a complete copy of the Certificate of Fitness or Letter of Compliance for the vessel issued under the applicable IMO Gas Carrier Codes of Construction.
c)
Before the commencement of loading of any Accepted LNG Ship at the Loading Port, Seller shall have the right at Seller's discretion to conduct a safety inspection and to inspect and test the vessel and the tanks therein to determine, inter alia, the oxygen content and dew point. Buyer shall provide Seller or its agents with all reasonable access to the vessel. Seller shall have the right to reject the LNG Ship if Seller determines in its absolute discretion that such LNG Ship's condition is such as to cause a Master LNG FOB
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substantial risk of contamination or of loss, damage or injury ashore or afloat. Buyer shall indemnify Seller on demand against any loss or damage whatsoever arising to Seller from such condition or from such rejection or either of them, and Seller shall be under no liability of any nature whatsoever arising from Seller's inspection of or failure to inspect any LNG Ship and any subsequent acceptance or rejection thereof. d)
Buyer shall ensure that no lifting of LNG causes the LNG Ship in question to exceed the draught limitations at the Loading Port, or contravene the International Load Line Regulations.
Section A 1.4 Without prejudice to any other of Seller’s rights under the Agreement, Buyer hereby agrees that if any failure by Buyer of an accepted LNG Ship nominated by Buyer to arrive or complete loading within its Set Range results directly or indirectly in loss of production of LNG duly verified thereby incurred by Seller by LNG so lost being valued for this price specified in the LNG Sales Confirmation Notice Annexure “B” as if it has been lifted hereunder. Section A 1.5 Each LNG Ship provided by Buyer shall be equipped with facilities for connection to the shore vapour disposal system and in all cases, the LNG Ship shall be connected to the shore vapour disposal system. ARTICLE TWO LNG SHIP ARRIVAL AND LOADING
Section A 2.1 a)
Buyer or his agent shall notify Seller and the Loading Port by telex not less than seventy-two (72) and forty-eight (48) hours and twenty-four (24) hours in advance of the estimated time of arrival at the Loading Port anchorage of each Accepted LNG Ship furnished by Buyer. Buyer shall notify Seller and the Loading Port immediately upon learning of any reason whereby any such estimated time of arrival is unlikely to be achieved.
b)
Buyer shall notify Seller by telex of the documentation required for each LNG Ship furnished by Buyer at least ninety-six (96) hours prior to the first Day of the Set Range for such LNG Ship.
Section A 2.2 The Master of each Accepted LNG Ship shall give Seller a written “Notice of Readiness” to load at the Loading Port, such notice to be given only after such LNG Ship's arrival at Loading Port anchorage and when the ship is fit in every
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way ready to receive cargo, in free pratique and having received the required clearance(s) from customs and other governmental authorities. Section A 2.3 Seller shall provide a berth at which a fully laden Accepted LNG Ship having an overall length, loaded draught and displacement tonnage consistent with the restrictions in effect at the Loading Port can safely reach and leave and at which it can always lie safely afloat. Section A 2.4 a)
Accepted LNG Ships which have arrived at the Loading Port and have tendered a “Notice of Readiness” to load and other vessels which have been accepted for loading at the Loading Port under other arrangements with Seller or other parties may be loaded on a "first-come-first-served" basis, subject to the provisions of sub-section (b) of this Section A 2.4. Seller may without liability to Buyer postpone any LNG Ship that does not arrive and tender a “Notice of Readiness” to load within the appropriate Set Range.
b)
In the event an Accepted LNG Ship and one or more other vessels have arrived at the Loading Port and tendered “Notices of Readiness” to load, and are awaiting a suitable berth which becomes available, and if the Accepted LNG Ship is outside its Set Range or in Seller's opinion would be unable to complete loading within the Set Range, then Seller shall have an unfettered discretion, not to be unreasonably exercised, as to which vessel has priority for the use of such berth. Seller may without liability to Buyer alter the order of berthing or loading in its sole discretion in order to avoid losses of production at the Plant or for safety reasons.
c)
Seller shall cause LNG to be delivered and Buyer shall receive such LNG with due regard to appropriate safety and quality control precautions. Each lifting shall be a Full Cargo Lot. ARTICLE THREE LAYTIME
Section A 3.1 Subject to Article one Section A 1.5: a)
The laytime allowed to Seller for the loading of each shipment of LNG shall be 18 hours. Time during which normal working shall, for any reason, be prohibited at the Loading Port by law, regulation or decree shall not count towards laytime. Laytime shall commence as indicated below.
b)
When an Accepted LNG Ship has arrived at the Loading Port and tendered its ”Notice of readiness” to load laytime shall commence as follows: Master LNG FOB
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c)
i)
within its Set Range, laytime shall commence either six (6) hours after notice of readiness has been given or at the time of commencement of loading, whichever occurs first;
ii)
prior to the first Day of its Set Range, laytime shall commence at 1400 hours on the first Day of its Set Range notwithstanding the fact that loading may have commenced for any reason prior to 1900 hrs on the first day of its Set Range.
Loading shall be deemed to be completed and time shall cease to count towards laytime upon disconnection of the loading arms.
Section A 3.2 Buyer shall ensure that the LNG Ship shall arrive at the Loading Port cooled and ready for loading. If for any reason an LNG Ship tendered by Buyer should require gassing up or cooling down or both or is, in any other respect, in the judgement of the Seller unable to receive LNG upon arrival at the Loading Port, laytime shall not commence until in the judgement of the Seller the vessel is fit and ready to load safely at the normal loading rates at the Loading Port. All costs incurred in consequence, including the cost of LNG used for gassing up or cooling down or both may be invoiced by Seller at the price calculated under Article Seven (Section 7.1). Section A 3.3 a)
If loading is prevented or hindered by reason of any cause or circumstance whatsoever beyond the reasonable control of Seller. Seller shall be under no liability in respect of any loss or damage arising therefrom and time shall not count towards laytime during such prevention or hindrance. Such causes shall include, without limitation: i)
moving in from the anchorage to completion of mooring at the loading berth;
ii)
awaiting pratique, pilot, tugs or tides;
iii)
LNG Ship inspection that is not concurrent with the loading of LNG;
iv)
LNG Ship's breakdown, inefficiency or other causes, leading to an inability or failure of such LNG Ship to be loaded at the normal pumping rate in effect from time to time in respect of the equipment used on behalf of Seller at the Loading Port;
v)
restrictions, including those as to loading rate, imposed by the owner, charterer or Master of the LNG Ship; Master LNG FOB
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b)
vi)
any action taken by an independent representative, if any, appointed under the provisions of Section A 4.1 below or any action taken by Seller at the said independent representative's request;
vii)
bad weather;
viii)
industrial disturbance including, without limitation, any strike, lock-out, stoppage or restraint of labour of the Master, officers or crew of the LNG Ship or tugboat or pilot;
ix)
any other matter attributable to the LNG Ship, her Master or crew; and
x)
any event related to the circumstances under which time is excluded under Section A 3.1(a) of this Annex A.
In the event of LNG Ship's failure or inability, due to breakdown, inefficiency or other causes attributable to the LNG Ship, her Master or crew to carry out deballasting, loading, or shifting operations efficiently and without delay, Seller shall have the right to require the LNG Ship to defer berthing or loading or to vacate the loading berth until the LNG Ship is again in an efficient state and ready to carry out such operations efficiently and without delay, and any time thereby lost shall not count towards laytime.
Section A 3.4 If any problem not caused by the LNG Ship occurs or is foreseen to occur which will or may cause delay to the LNG Ship in berthing or loading, Seller and Buyer shall discuss in good faith and use all reasonable endeavours to minimise or to avoid such delay, and the parties shall co-operate with each other to find counter-measures to minimise or to avoid the occurrence of any similar delay in the future. If despite the above provision, the loading of the cargo has not been completed within the allowed laytime, Seller will pay to Buyer demurrage at the rate in US$ per day as specified in LNG Sales Confirmation Notice and pro rata for any shorter period applicable. Section A 3.5 If an LNG Ship furnished by Buyer arrives and tenders its Notice of Readiness to load after the expiry of its Set Range or within its Set Range but in Seller's opinion the LNG Ship would be unable to complete loading within its Set Range, then no laytime shall be calculated. If a LNG Ship arrives prior to the beginning of its Set Range, the calculation of laytime shall be subject to Section A 3.1(b)(ii) of this Annexure A. Section A3.6
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Buyer shall cause the LNG Ship to depart safely and expeditiously from the berth after the completion of loading. Buyer undertakes that the Master or agents of any LNG Ship which loads hereunder at the Loading Port shall promptly on completion of loading sign as presented by or on behalf of Seller a full set of original negotiable bills of lading in respect of the LNG loaded, and shall thereupon return the same to Seller. Documentation shall be completed at the berth or at anchor at Seller’s discretion. Section A3.7 Any notices to be given by the Master of the LNG Ship or the Buyer pursuant to Articles Two and Three of this Annexure A may be given to the nominee of the Seller set out below. The Buyer or the owner of the LNG Ship may appoint an agent in Abu Dhabi to act on its behalf to provide such notices and communications. The Buyer must notify the Seller of such appointment. Any notices to be given by the Seller to the Buyer or the Master of the LNG Ship pursuant to Annexure A shall be given to the nominee of the Buyer as specified in the LNG Sales Confirmation Notice (Annexure B). ARTICLE FOUR DETERMINATION OF QUANTITY AND QUALITY
Section A 4.1
a)
The quantity and quality of each shipment of LNG shall be determined by Seller or its representative at the Loading Port and shall be set forth in Certificates of Quantity and Quality. Buyer shall have the right to designate an independent representative at its own expense, subject to Seller's approval, who shall have the right to witness the determination of quantity and quality at the time of loading. All reasonable facilities shall be supplied, as necessary, to such representative of Buyer at the Loading Port to enable him to witness any measurements taken and the taking of the samples.
b)
If Buyer does not designate an independent representative, the determination(s) of quantity and quality made by Seller or its representative at the Loading Port as stated in the relative Certificates of Quantity and Quality shall be final, binding and conclusive on Buyer and Seller, manifest errors excluded.
c)
If Buyer designates an independent representative and such representative agrees with the determination(s) of quantity and quality made by Seller or its representative, he shall so indicate by signing or countersigning the said Certificates of Quantity and Quality, which shall be final, binding and conclusive on Buyer and Seller, manifest errors excluded. Master LNG FOB
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d)
The quantity and quality determined by Seller or its representative shall be used for all references to quantity and quality in documentation, including the invoice and bill of lading. Certificates of Quantity and Quality prepared by Seller (whether or not signed by Buyer's representative) shall be accepted by Buyer and any third party for the purpose of payment of LNG sold hereunder.
Section A 4.2 a)
The volume of LNG delivered or lifted for any given shipment shall be determined by calculation based on measurement of level, temperature and pressure in the LNG Ship's cargo tanks. If ship's figures for product loaded are to be used for bill of lading purposes or are to be considered for comparison with shore figures, then measurement shall be carried out with properly certified and calibrated instruments and calculation shall be based upon tank calibration tables approved by a recognised authority and a procedure recommended by the Institute of Petroleum for the Static Measurement of Refrigerated Hydrocarbon Liquids (IP 251/76). In conjunction with this procedure supporting tables other than ships tanks calibration tables, shall be those provided by National Bureau of Standards Interagency Report 77-867. The calculation methods are set out in Annexure D. Calculated quantities shall be expressed in terms of BTU at 60 degrees Fahrenheit and 14.696 p.s.i absolute. Buyer's independent representative (if any) may witness and attest for the validity of ship measurement instruments and calculation method.
b)
Unless otherwise agreed between Buyer and Seller, the hydrocarbon component analysis on each shipment of LNG shall be made in accordance with the methods of the GPA approved for use at the Loading Port at the time of lifting by the Government of the Emirate of Abu Dhabi. Two sets of representative samples of each shipment of LNG shall be taken, in accordance with the customary practices of the Seller, from the run-down lines from the shore tanks to the LNG Ship or from the shore tanks from which LNG has been lifted. One set of representative samples shall be analysed in accordance with GPA 2261-90 by Seller and witnessed by Buyer's independent representative, if any, appointed pursuant to Section A 4.1(a) above. The second set of representative samples shall be sealed and signed by Seller and by Buyers independent representative, if any, and shall be retained by Seller as a reference sample and properly kept for forty (40) days.
Section A 4.3
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a)
If the determination(s) of quantity and quality by Seller or its representative has not been approved by Buyer's representative appointed in accordance with Section A 4.1(c) and a dispute arises between Buyer and Seller concerning the quantity of LNG, then recourse shall be had to an independent expert who shall be selected on the basis of his special knowledge of the subject matter. Such expert shall be appointed by mutual agreement or, in the absence of such agreement, by the President of the London Court of International Arbitration. Such expert shall file his conclusions within thirty (30) days after his appointment. Any conclusion of such expert shall be binding upon Seller and Buyer and upon any arbitrator hearing any dispute between the parties.
b)
The costs incurred in relation to the services of such expert shall be shared equally by Seller and Buyer. ARTICLE FIVE LNG SHIPS AT LOADING PORT
Section A 5.1
a)
Buyer or the Master of the LNG Ship shall sign and accept the Conditions of use of the Loading Port and will abide by all statutory requirements and Port regulations applicable thereto from time to time.
b)
While any LNG Ship is awaiting berth, proceeding to berth, berthing, unberthing or proceeding from berth at the Loading Port the conditions of use of the Loading Port shall apply in respect of all loss, damage or injury caused to any property or facility whatsoever and the parties further agree that the liabilities thereunder shall also apply to any injury to any persons, howsoever caused.
c)
Buyer shall indemnify Seller against all direct loss, damage injury or liability of whatsoever nature caused to Seller or any third party by or arising out of the fault or negligence of the Accepted LNG Ship, its crew, servants or agents or any other liability for which the Accepted LNG Ship is liable while at or off the Loading Port.
d)
In the event of damage to the Loading Port or any of the facilities therein or adjacent thereto Buyer shall co-operate and comply fully with Seller's accident procedures then in effect at the Loading Port.
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ANNEXURE “B” LNG SALES CONFIRMATION NOTICE
1)
Parties
ATTN: _________________________
ATTN: __________________________
PHONE: ________________________
PHONE: ________________________
TELEFAX: ______________________
TELEFAX: ______________________
The following confirmation confirms the agreement made between representatives of the Buyer and Seller identified herein. This sale is subject to the terms and conditions of the existing Master F.O.B. LNG Sales Agreement. 2.
LNG Ship : ______________________________
3.
Set Range and Quantity Delivered (Net of Heel Requirement): Set Range Date
Quantity
4.
Term: Commences on the date hereof and continues until termination in accordance with the Master FOB LNG Sales Agreement __________________
5.
Price: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ Letter of Credit Amount: ____________________________________________ Working day: days on which offices _________________ are open for business.
in
________________
and
6. Demurrage: US$_______ per day.
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7.
Specification a)
LNG to be loaded by Seller to Buyer at the Delivery Point shall, upon loaded, when converted to a gaseous state, comply with the following specifications: Maximum Minimum Gross Heating Value
(BTU/SCF) Kcal/m3(n)
Density at - 159ºC
kg/m3
The values of and Gross Calorific Value specified in terms of Kcal m 3(n) is for an ideal gas at 0°, 0° and 1.01325 bar. It is indicative and is shown for the sake of convenience only. b)
Impurities (milligrams per Normal Cubic Metre) of not more than: Hydrogen Sulphide
5mg/m3(n)
Carbonyl Sulphide plus Hydrogen Sulphide
7mg/m3(n)
Total Sulphur
3(n) 30mg/m
The composition of the LNG loaded at the Delivery Point shall when converted to a gaseous state be within the following ranges (mole%): Max. Nitrogen Methane Ethane Propane i-Butane n-Butane i-Pentane n-Pentane n-Hexane
Min.
(N2) (C1) (C2) (C3) (i-C4) (n-C4) (i-C5) (n-C5) (n-C6)
Objectionable solids and solid or impurities: The LNG loaded shall contain no water, not more than 50.0 ppm (volume) carbon dioxide and no mercury, no active bacterial or bacterial agent, including but not limited to sulphate reducing bacteria and no hazardous or toxic substance.
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8. Discharge Port: 9. Notices: Any notices to be given by Seller to Buyer or the Master of the LNG Ship or vice versa pursuant to Section A 3.4 of Annex. A shall be given to the nominee of Seller or Buyer as the case may be as set out below: Buyer ‘s nominee
Seller’s nominee ________________________
Tel: ____________________
Tel: _________________
Fax: ____________________
10.
_____________________
Fax: _________________
Payment (by wire transfer): Seller Bank account details are as follows:
AGREED and ACCEPTED this day _______________ of _______________________ Buyer
Seller
By: ____________________________
Title: ___________________________ For: ____________________________
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ANNEXURE “C” LETTER OF CREDIT
FROM :
(BUYER’S BANK, THE ISSUING BANK)
TO:
ABU DHABI COMMERCIAL BANK (ADCB) HEAD OFFICE, L/C DEPARTMENT. P.O. BOX: 939 ABU DHABI, U.A.E.
WE HEREWITH ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO:............BY ORDER OF AND FOR ACCOUNT OF……………………………….., AS FOLLOWS: BENEFICIARY:
AMOUNT VALIDITY COVERING :
ABU DHABI GAS LIQUEFACTION CO. LTD. (ADGAS) P.O. BOX: 3500 ABU DHABI UNITED ARAB EMIRATES UPTO USD …………… UPTO …………… PAYMENTS FOR THE LIFTING OF UPTO ………….MMBTU OF LNG FOR VALUE UPTO USD…………….
AVAILABILITY AT SIGHT AT YOUR PRESENTATION DOCUMENTS TO THE ADVISING BANK AGAINST:
OF
FOLLOWING
1.
COPY OF BENEFICIARY’S SIGNED COMMERCIAL INVOICE COVERING THE VALUE OF LNG QUANTITY SHIPPED AS PER THE B/L UPTO …………… MMBTU OF LNG.
2.
COPY OF CERTIFICATE OF QUANTITY AND QUALITY ISSUED BY AN INDEPENDENT INSPECTION COMPANY ATTESTING TO THE B/L WEIGHT.
3.
NON-NEGOTIABLE COPY OF BILL OF LADING, EVIDENCING SHIPMENT FROM DAS ISLAND, LATEST ……………
4.
COPY OF BENEFICIARY TELEX SENT TO ……………………, AT LEAST 3 NEW YORK BUSINESS DAYS PRIOR TO DRAWING INDICATING THE BENEFICIARY’S INTENTION TO DRAW ON THE L/C.
5.
BENEFICIARY SIGNED STATEMENT EVIDENCING THE FOLLOWING:
“WE CERTIFY THAT THE PRODUCT COVERED BY OUR INVOICE NUMBER ....... HAS BEEN SUPPLIED TO ………..…………., IN FULL CONFORMITY WITH THE TERMS AND CONDITIONS OF THE CONTRACT AND THE USUAL SHIPPING DOCUMENTS HAVE BEEN MADE AVAILABLE TO THEM. WE FURTHER CERTIFY THAT THE AMOUNT OF THIS DRAWING (US$.........) UNDER L/C NUMBER...... OF..........REPRESENTS FUNDS DUE TO US AS ………………….HAS FAILED TO PAY THE AFOREMENTIONED INVOICE, IN FULL OR IN PART, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE CONTRACT, OR
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IN CASE OF THE BUYER’S FAILURE OR REFUSAL TO LIFT THE CONTRACT QUANTITY FOR THE PERIOD STARTING ……………THROUGH …………… LETTER OF CREDIT IS PAYABLE AGAINST FOLLOWING DOCUMENTS. A)
BENEFICIARY’S SIGNED STATEMENT AS FOLLOWS: WE CERTIFY THAT THE AMOUNT OF THE DRAWING US$.......IS DUE TO US ARISING OUT OF THE BUYER’S FAILURE OR REFUSAL TO LIFT THE CONTRACTED QUANTITY FOR THE PERIOD STARTING …………… THROUGH ……………, AS PER CONTRACT DATED …………… AND THE AMOUNT DRAWN IS IN ACCORDANCE WITH OUR COMMERCIAL INVOICE NO:......ATTACHED TO THIS STATEMENT. (STATEMENT IS TO MENTION THE MONTH AND QUANTITY OF DEFAULT.)
B)
COPY OF THE BENEFICIARY’S SIGNED COMMERCIAL INVOICE COVERING THE QUANTITY, UNIT PRICE AND VALUE OF LNG THE BUYER FAILED OR REFUSED TO LIFT FOR THE PERIOD STARTING …………… THROUGH …………….
SPECIAL CONDITIONS:
1.
PLEASE ADD YOUR CONFIRMATION TO THIS STANDBY LETTER OF CREDIT AND ADVISE BENEFICIARY ACCORDINGLY.
2.
ALL COMMISSIONS AND CHARGES INCLUDING CONFIRMATION CHARGES ARE FOR APPLICANTS ACCOUNT.
3.
PARTIAL DRAWINGS ARE ALLOWED.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS(1993 REVISION) ICC PUBLICATION NO: 500.
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ANNEXURE “D” CALCULATION OF QUANTITY
D1
Calculation of LNG Density The density of each LNG cargo loaded, in kg/m3, shall be calculated by using the following formula: d
where
=
∑ (X i x M i ) ∑ (X i x Vi )
(K 2 - K1 ) x X n - K1 + x Xm 0.0425
d
=
density of LNG loaded at the prevailing composition and temperature T1, in kg/m3, Rounded to 2 decimal places;
T1
=
average temperature of the liquid cargo in an LNG Ship immediately after loading, in ºC, Rounded to one decimal place;
Xi
=
molar fraction of component 'i' of the LNG sample taken from the receiving line, Rounded to 4 decimal places;
Mi =
molecular mass of component 'i', in kg/kmol, as specified in sub-clause D6;
Vi
=
molar volume of component 'i' at temperature T1, in m3/kmol, obtained by linear interpolation from subclause D5, Rounded to 6 decimal places;
=
volume correction factor at temperature T1, in m3/kmol, obtained by linear interpolation from sub-clause D7, Rounded to 6 decimal places;
K2 =
Xm =
volume correction factor at temperature T 1, in m3/kmol, obtained by linear interpolation from sub-clause D8, Rounded to 6 decimal places; the value of Xi for methane;
Xn =
the value of Xi for nitrogen.
K1
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D2
Calculation of Volume Delivered The volume, in cubic metres, of each LNG cargo loaded shall be calculated by using the following formula: V = Where
Vh -
Vb
V
=
the actual volume of the liquid cargo loaded, in cubic metres, Rounded to one decimal place;
Vb
=
the volume of the liquid cargo in an LNG Ship immediately before loading, in cubic metres, Rounded to 3 decimal places;
Vh =
the volume of the liquid cargo in an LNG Ship immediately after loading, in cubic metres, Rounded to 3 decimal places.
D3
Calculation of Gross Heating Value (Mass Based) The gross heating value (mass based), in MJ/kg, of each LNG cargo loaded shall be calculated by using the following formula: Hm
where
Hm =
=
∑ ( Xi x Mi x H i ) ∑ ( Xi x M i )
gross heating value (mass based) at 15°C and 1,013.25 millibars of the liquid cargo loaded, in MJ/kg, Rounded to 4 decimal places;
=
Hi
D4
gross heating value (mass based) at 15°C and 1,013.25
millibars of component 'i' specified in sub-clause D6, in MJ/kg. Calculation of Quantity Delivered The quantity, in Btu, of each LNG cargo loaded shall be calculated by using the following formula: Q
=
288.15 P 1 x (d x V x Hm ) - V x x x 37.7 1,055.12 273.15+ T v 1,013.25
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Where
D5
Q
=
quantity delivered in each cargo at 60°F and 14.696 psia, in million Btu, Rounded to one whole million Btu;
Tv
=
average temperature of the vapour in an LNG Ship immediately before loading, in ºC, Rounded to one decimal place;
P
=
average absolute pressure of vapour in an LNG Ship immediately before loading, in millibars, Rounded to one whole millibar;
37.7 =
the gross heating value of the vapour returned from the LNG Ship at 15°C and 1,013.25 millibars, in MJ/m 3.
Component Molar Volumes Values of component molar volumes, V i, in m3/kmol: Component
-154°C
Temperature -158°C -160°C -162°C (m3/kmol) x 10-3
Methane 38.983 38.419 Ethane 48.455 48.111 Propane 63.045 62.678 Iso-Butane 78.962 78.554 N-Butane 77.456 77.068 Iso-Pentane 92.377 91.939 N-Pentane 92.217 91.794 N-Hexane 105.570 105.122 Nitrogen 51.921 48.488 Carbon Dioxide 27.650 27.300 Oxygen 32.750 31.910
38.148 47.942 62.497 78.352 76.876 91.721 91.583 104.899 46.995 27.200 31.510
37.884 47.774 62.316 78.151 76.684 91.504 91.373 104.677 45.702 27.000 31.150
-166°C
37.375 47.442 61.957 77.751 76.303 91.071 90.953 104.236 43.543 26.700 30.450
Source: National Bureau of Standards Interagency Report 77-867. Note:
D6
For intermediate values of temperature a linear interpolation shall be applied.
Values of Hi and Mi The values of H i, in MJ/kg, and Mi, in kg/kmol: Component Methane Ethane Propane
Master LNG FOB
Hi
Mi
55.560 51.926 50.393
16.043 30.070 44.097 Page
Iso-Butane N-Butane Iso-Pentane N-Pentane N-Hexane Nitrogen Carbon Dioxide Oxygen
49.402 49.544 48.944 49.053 48.719 0 0 0
58.124 58.124 72.151 72.151 86.178 28.013 44.010 31.999
Source: Institute of Petroleum IP 251/76. D7
Volume Correction Factor, K 1 Correction factor, K 1, in m3/kmol, for volume reduction of LNG mixtures: Molecular Mass of Mixture ∑(Xi x Mi) 17.0 17.2 17.4 17.6 17.8 18.0 18.2 18.4 18.6 18.8 19.0 19.2 19.4 19.6 19.8 20.0
-154°C
Temperature -158°C -160°C -162°C (m3/kmol) x 10-3
.245 .293 .342 .390 .438 .486 .526 .566 .605 .645 .685 .724 .763 .803 .842 .881
.221 .261 .301 .342 .382 .422 .460 .499 .537 .575 .613 .649 .685 .721 .757 .793
.209 .248 .287 .327 .366 .405 .441 .477 .513 .548 .584 .619 .653 .688 .722 .757
.197 .235 .274 .312 .351 .389 .423 .456 .489 .523 .556 .589 .622 .655 .688 .721
-166°C
.179 .214 .250 .286 .321 .357 .385 .412 .440 .467 .494 .526 .558 .590 .622 .654
Source: National Bureau of Standards Interagency Report 77-867. Note: For intermediate values of temperature and molecular mass a linear interpolation shall be applied. D8
Volume Correction Factor, K 2 Correction factor, K 2, in m3/kmol, for volume reduction of LNG mixtures: Molecular Mass of Mixture -154°C ∑(Xi x Mi)
Master LNG FOB
Temperature -158°C -160°C -162°C (m3/kmol) x 10-3
-166°C
Page
17.0 17.2 17.4 17.6 17.8 18.0 18.2 18.4 18.6 18.8 19.0 19.2 19.4 19.6 19.8 20.0
.568 .630 .692 .754 .816 .878 .939 1.000 1.061 1.121 1.182 1.222 1.262 1.302 1.342 1.382
.416 .478 .540 .602 .664 .726 .772 .819 .865 .912 .958 .998 1.038 1.078 1.118 1.158
.377 .436 .495 .554 .613 .672 .714 .756 .799 .841 .883 .920 .956 .992 1.029 1.065
.341 .397 .452 .508 .564 .620 .658 .696 .735 .773 .811 .844 .876 .908 .941 .973
.274 .318 .362 .406 .449 .493 .530 .567 .605 .642 .679 .708 .737 .765 .794 .823
Source: National Bureau of Standards Interagency Report 77-867. Note:
For intermediate values of temperature and molecular mass a linear interpolation shall be applied.
Master LNG FOB
Page
D9
Derivation of Conversion Factor The derivation of the conversion factor 1/1,055.12 in the formula in subclause D4 for the conversion of MJ into million Btu is obtained as follows: a)
T q P
means the gross heating value, at temperature T and pressure P, for a specified quantity of gas.
b)
60 F q in MJ 14.696 psia
c)
1 MMBtu = 1,055.06 MJ
d)
Thus:
°
=
1 1.00006
15 C x q in MJ 1,013.25 millibars °
60 F 1 q in MMBtu = 1,055.06 14.696 psia °
60 F x q in MJ 14.696 psia °
combining b) and d): 60 F q in MMBtu 14.696 psia °
Master LNG FOB
=
1 1,055.12
15 C x q in MJ 1,013.25 millibars °
Page
Annexure E
ADGAS STANDARD LNG VESSEL QUESTIONNAIRE
IMPORTANT
Metric system to be applied unless specified, please ensure that all questions are clearly answered in block letters. This is to avoid unnecessary delay of vessel’s acceptance.
1.
GENERAL
1.1
Vessel’s Name (Ex-name if Applicable)
:
……………………………………………
1.2
ETA Das Island
:
……………………………………………
1.3
Flag
:
……………………………………………
1.4
Owners/ Managers name
:
……………………………………………
1.5
Owners/Managers since
:
……………………………………………
1.6
Place/Year built
:
……………………………………………
:
……………………………………………
1.7
Agent in UAE (Contact No.)
2.
PARTICULARS OF VESSEL
2.1
Maximum and minimum drafts on arrival and on sailing.
:
……………………………………………
2.2
Displacement on arrival.
:
……………………………………………
2.3
Freeboard on arrival.
:
……………………………………………
2.4
GRT/NRT
:
……………………………………………
2.5
LOA/LBP
:
……………………………………………
2.6
Beam (extreme).
:
……………………………………………
2.7
Parallel body forward and aft of : vapor manifold connection.
……………………………………………
2.8
Cargo capacity (100%).
:
……………………………………………
2.9
Air draft ballast condition
:
……………...………………….………...
Master LNG FOB
Page
(please advise the height of highest point from sea level and draft) CARGO ARRANGEMENTS
3. 3.1
:
……………………………………………
3.2
Distance to ships side with reducer (if any : fitted)
……………………………………………
3.3
Distance from bow to the center of the manifold.
:
……………………………………………
3.4
Height of center of manifold above main deck. Height of center of manifold above loading platform / drip tray, if fitted.
:
……………………………………………
:
……………………………………………
A) On arrival
:
……………………………………………
B) On departure
:
……………………………………………
:
……………………………………………
Distance between manifold flanges (center to center) from forward with vessel port side : to
……………………………………………
3.9
If vessel is fitted with manifold stainers.
:
……………………………………………
3.10
State intended manifold configuration from : forward on the port side.
……………………………………………
3.11
Is the vessel fitted with a vapour return Compressor. Advise number and capacity.
:
……………………………………………
3.12
Expected LNG quntity to be loaded.
: ……………………………………………
3.13
Advise maximum loading rate. (Note that ADGAS can supply 10000M3/hr).
……………………………………………
3.14
Are the manifolds constructed in accordance with OCIMF recommendations?
……………………………………………
3.5
3.6
3.7
3.8
Confirm that vessel will present 16-inch ANSI 150 RF manifold flanges
Height of center of manifold above wate rline
Confirm that all manifold flanges are all the same height and permanent.
Master LNG FOB
Page
3.15
Advise the cargo tank temperatures upon arrival (Bottom, Middle, Top) and whether in coll down, gassed up or inerted condition.
3.16
Advise cargo tank pressures on arrival (Please note that the maximum is 70% of : Normal relief valve reset pressure).
……………………………………………
3.17
Type of ESDS and type of connectors.
……………………………………………
3.18
Location of ESD connections from vapour line (Forward or Aft).
……………………………………………
3.19
Type of telephone connection.
……………………………………………
3.20
Location of telephone connection from vapour line (Forward or Aft).
……………………………………………
3.21
Closing time of ESD valves (ADGAS requires maximum/minimum closing time of 30 sec).
……………………………………………
3.22
Type of Custody Transfer Measurement System(s).
……………………………………………
3.23
Advise quality of inset gas produced to Cargo tanks (oxygen content/clew point).
……………………………………………
4.
MOORING ARRANGEMENTS
4.1
Number/brake holding power of mooring : winches.
……………………………………………
4.2
Number/length/diameter winches.
……………………………………………
4.3
Breaking strength of wires, and rope tails on winches.
……………………………………………
4.4
Number/Length/Diameter of mooring ropes : on winches.
……………………………………………
4.5
Breaking strength of loose mooring ropes.
:
……………………………………………
4.6
Date winch brakes last tested (ADGAS : require an annual test).
……………………………………………
4.7
Can vessel moor without mixed mooring (Das Island requires 2x4x2 at either end).
……………………………………………
Master LNG FOB
of
wires
……………………………………………
on :
:
Page
MOORING ARRANGEMENTS 4.8
(contd)
Please provide an OPTIMOOR study for the VesselalongsideberthNo.4.Attached,schematic Layout of berth No4 : ……………………………………………
(Note that ADGAS requires all wire mooring with fibre tails al l fitted on winches. 5. 5.1
Vessel’s classification society.
: ……………………………………………
5.2
Full Class notation.
: ……………………………………………
5.3
State year the vessel was registered in society.
: ……………………………………………
5.4
Last dry-docking.
: ……………………………………………
5.6
Owner warrants following certificates to be valid on arrival Das Island.
: ……………………………………………
Load line
: ……………………………………………
SOLAS Safety Equipment
: ……………………………………………
SOLAS Safety Construction
: ……………………………………………
Relevant Safety Radio Certificates
: ……………………………………………
IOPP
: ……………………………………………
CLC (Civil Liability Certificate)
: ……………………………………………
IMO Certificate of fitness
: ……………………………………………
Does vessel have any “Conditions of Class” outstanding. If yes, please provide details.
:
……………………………………………
6.1
Nationality of Master/Officers/Majority of : Crew.
……………………………………………
6.2
P & I Club Name.
5.7
6.
CLASSIFICATION SOCIETY, SURVEYS AND CERTIFICATES
MISCELLANEOUS
Master LNG FOB
: ……………………………………………
Page
MISCELLANEOUS
(contd)
Vessels
6.3
(a)
: ……………………………………………
Call sign
(b) Telex SATCOM A/B number (c)
: ……………………………………………
Fax
(d) Telex SATCOM C number
: ……………………………………………
: ……………………………………………
6.4
If vessel has been involved in any pollution incident in the last 12 months, full description.
:
……………………………………………
6.5
If vessel has been involved in any serious incident, groundings or collision in the last 12 months, brief description.
:
……………………………………………
6.6
Last three ports of call.
: ……………………………………………
6.7
Any outstanding deficiencies as reported by any Port State Control.
:
6.8
Does the vessel have ISGOTT on board?
: ……………………………………………
6.9
Has the vessel been to Das Island before (Dates and name if different).
:
……………………………………………
7.
GENERAL DATA
7.1
Please supply copy of gas form C (If not recently submitted).
:
……………………………………………
7.2
Confirm vessel has tank calibration tables on board.
:
……………………………………………
7.3
Confirm Vessel has removable/foldable : handrails and suffucient space on main deck to receive shore gangway 23.5 aft of vapour line.Attached, schematic lay out for the gangway.
……………………………………………
7.4
Confirm vessel has sufficient space on deck to : land a gangway tripod about 27m aft of vapour line with maximum reach above highest astronomical tide at Ship’s hand rail of 16.6 M if no to 7.3.
……………………………………………
Master LNG FOB
……………………………………………
Page
