ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
COSMO OIL CO., LTD.
AS BUYER
DATED
15 JULY 1986
ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
MITSUBISHI CORPORATION
AS BUYER
DATED
15 JULY 1986
ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
NIPPON PETROLEUM GAS CO., LTD.
AS BUYER
DATED
15 JULY 1986
ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
SHOWA SHELL SEKIYU K.K.
AS BUYER
DATED
15 JULY 1986
ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
KYODO OIL CO., LTD.
AS BUYER
DATED
15 JULY 1986
ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
IDEMITSU KOSAN CO., LTD.
AS BUYER
DATED
15 JULY 1986
ARUN AND BONTANG
LPG
SALES AND PURCHASE CONTRACT
BETWEEN
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
AS SELLER
AND
MITSUI LIQUEFIED GAS CO., LTD.
AS BUYER
DATED
15 JULY 1986
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and COSMO OIL CO., LTD., a corporation organized
under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and MITSUBISHI CORPORATION, a corporation organized
under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and NIPPON PETROLEUM GAS CO., LTD., a corporation
organized under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and SHOWA SHELL SEKIYU K.K., a corporation organized
under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and KYODO OIL CO., LTD., a corporation organized
under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and IDEMITSU KOSAN CO., LTD., a corporation organized
under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
LPG SALES AND PURCHASE CONTRACT
THIS CONTRACT, dated as of the 15th day of July, 1986, is made
by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
("Pertamina"), a State Enterprise of the Republic of Indonesia, on
the one hand, and MITSUI LIQUEFIED GAS CO., LTD., a corporation
organized under the laws of Japan, on the other hand.
In consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:
ARTICLE 1 -- DEFINITIONS
The terms or expressions below shall have the following
meanings in this Contract:
1.1 Accepted Date Range(s)
Nominated Date Range(s) acceptable to Seller or date
range(s) established by Seller pursuant to Article 11.4.
1.2 Accepted Quantities
Nominated quantities acceptable to seller or quantities
established by seller in accordance with Article 11.4.
1.3 Affiliate
In relation to a corporation or other entity, a
corporation or other entity which is controlled by, which
controls, or which is controlled by a corporation or
other entity which also controls, that corporation or
other entity.
1.4 Allotted Laytime
As defined in Article 13.3.
1.5 Annual Demurrage Rate
As defined in Article 13.4
1.6 Annual Program
As defined in Article 11.1.
1.7 Arun Facilities
The Arun LNG Facilities and the Arun LPG Facilities.
1.8 Arun Gas Supply Area
The contract area of the Mobil Production Sharing
Contract and such other nearby contract areas in North
Sumatra, Indonesia, as Seller may designate from time to
time.
1.9 Arun Loading Port
The port at the Arun Facilities.
1.10 Arun LNG Facilities
The LNG liquefaction plant facilities located in Blang
Lancang, Lhok Seumawe, Aceh, Indonesia, including
liquefaction trains and LNG storage, loading and related
facilities and the Natural Gas transmission pipelines to
the liquefaction plant.
1.11 Arun LPG Facilities
The facilities in the contract area of the Mobil
Production Sharing Contract for separation of LPG from
Natural Gas and related equipment and facilities;
facilities located in, at or near the Arun LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal; and the LPG transmission pipelines from
the contract area of the Mobil Production Sharing
Contract to the Arun LPG Facilities at the Arun LNG
Facilities.
1.12 Bontang Facilities
The Bontang LNG Facilities and the Bontang LPG
Facilities.
1.13 Bontang Loading Port
The port at the Bontang Facilities.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
COSMO OIL CO., LTD., a corporation organized under the
laws of Japan, or the successor(s) in interest of such
corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
MITSUBISHI CORPORATION, a corporation organized under the
laws of Japan, or the successor(s) in interest of such
corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
NIPPON PETROLEUM GAS CO., LTD., a corporation organized
under the laws of Japan, or the successor(s) in interest
of such corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
SHOWA SHELL SEKIYU K.K., a corporation organized under
the laws of Japan, or the successor(s) in interest of
such corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
KYODO OIL CO., LTD., a corporation organized under the
laws of Japan, or the successor(s) in interest of such
corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
IDEMITSU KOSAN CO., LTD., a corporation organized under
the laws of Japan, or the successor(s) in interest of
such corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.14 Bontang LNG Facilities
The LNG liquefaction plant facilities located in Bontang,
East Kalimantan, Indonesia, including liquefaction trains
and LNG storage, loading and related facilities and the
Natural Gas transmission pipelines to the liquefaction
plant.
1.15 Bontang LPG Facilities
The facilities in, at or near the Bontang LNG Facilities
for separation of LPG from Natural Gas and for
liquefaction and fractionation of LPG, as well as all
related equipment and facilities; Propane and Butane
storage, loading and related facilities including the
Loading Terminal.
1.16 Business Day
Every day other than a Saturday or Sunday or other day on
which commercial banks are authorized to close in the
city in which the bank designated by Seller or Buyer, as
the case may be, pursuant to Article 10.4 is located.
1.17 Butane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.18 Buyers
MITSUI LIQUEFIED GAS CO., LTD., a corporation organized
under the laws of Japan, or the successor(s) in interest
of such corporation, or the permitted assignee(s) of such
corporation or such successor(s) in interest.
1.19 Calculation Date
As defined in Article 6.1.
1.20 Calculation Quantities
As defined in Article 6.2.
1.21 Conditions of Use
The conditions in effect at the Loading Port at any time
as applied by the operator of each Loading Terminal
(including requirements for undertakings as to
liabilities of an LPG Tanker, its owner, operator or
charterer and a Buyer) under which an LPG Tanker is
permitted to enter and use the Loading Ports.
1.22 Contract
This LPG Sales and Purchase Contract, including the
Exhibits hereto, as it may from time to time be amended,
modified, varied or supplemented in accordance with the
terms of Article 22.
1.23 Contract Sales Prices
As defined in Article 6.1.
1.24 Cubic Meter
A volume equal to the volume of a cube whose edge is one
meter.
1.25 Delivery Point
The point at the Loading Port at which the flange
coupling of Seller's loading line joins the flange
coupling of the loading manifold onboard a Buyer's LPG
Tanker.
1.26 East Kalimantan Gas Supply Area
The contract areas of the Huffco, Total and Unocal
Production Sharing Contracts and such other nearby
contract areas in East Kalimantan, Indonesia as Seller
may designate from time to time.
1.27 First Loading
As defined in Article 5.4.
1.28 First Loading Notice
As defined in Article 5.4.
1.29 Fixed Quantities and Fixed Quantity
As defined in Article 5.1.
1.30 Fixed Quantity Period
As defined in Article 5.1.
1.31 Force Majeure
As defined in Article 15.1.
1.32 Gas Supply Areas
The Arun Gas Supply Area and the East Kalimantan Gas
Supply Area.
1.33 Huffco Group
Roy M. Huffington, Inc. ("Huffco"), Huffington
Corporation, Virginia International Company, Virginia
Indonesia Company, Ultramar Indonesia Limited, Union
Texas East Kalimantan Limited, and Universe Tankships,
Inc., and their successors in interest.
1.34 Independent Surveyor
As defined in Article 9.1.
1.35 Lifting Obligation
As defined in Article 5.5.
1.36 LNG
Natural Gas in a liquid state at or below its boiling
point and at a pressure of approximately one atmosphere.
1.37 Loading Ports
The Arun Loading Port and the Bontang Loading Port.
1.38 Loading Terminal
The facilities for delivery of LPG into vessels at each
of the Loading Ports.
1.39 LPG
Propane or Butane, or as the context requires, both
Propane and Butane. A "grade of LPG" refers to either
Propane or Butane.
1.40 LPG Tanker
An ocean-going vessel which is used by a Buyer for
transportation of LPG delivered under this Contract.
1.41 Metric Ton
A unit of weight equal to 1,000 kilograms.
1.42 Mobil
Mobil Oil Indonesia Inc. and its successors in interest.
1.43 Natural Gas
Any hydrocarbon or mixture of hydrocarbons, consisting
essentially of methane, other hydrocarbons, and
non-combustible gases in a gaseous state, which is
extracted from the subsurface of the earth in its natural
state, separately or together with liquid hydrocarbons.
1.45 Nominated Date Range
As defined in Article 11.4.
1.46 Nominated Quantities
As defined in Article 11.4.
1.47 Notice of Readiness
As defined in Article 13.2.
1.48 Production Sharing Contract(s)
As to Pertamina and the Huffco Group, the agreement dated
August 8, 1968, between P.N. Pertambangan Minyak
Nasional, the predecessor of Pertamina as the Oil and Gas
State Enterprise of the Republic of Indonesia, on the one
hand, and Huffco and Virginia International Company
(predecessors in interest to the Huffco Group), on the
other, as heretofore and hereafter amended (the "Huffco
Production Sharing Contract");
As to Pertamina and Mobil, the agreement dated December
12, 1978, between Pertamina, on the one hand, and Mobil,
on the other, as heretofore and hereafter amended (the
"Mobil Production Sharing Contract");
As to Pertamina, Total Indonesie ("Total") and Indonesia
Petroleum, Ltd., the agreement dated October 6, 1966,
between P.N. Pertambangan Minyak Nasional, on the one
hand, and Japan Petroleum Exploration Company, Ltd.
(predecessor in interest to the Total Group), on the
other, as heretofore and hereafter amended (the "Total
Production Sharing Contract"); and
As to Pertamina and Unocal Indonesia Incorporated
("Unocal"), the agreement dated October 25, 1968 between
P.N. Pertambangan Minyak Nasional, on the one hand, and
Unocal, on the other, as heretofore and hereafter amended
(the "Unocal Production Sharing Contract").
1.49 Program Year
As defined in Article 11.1.
1.50 Propane
A mixture predominately of hydrocarbons, having the
specifications set out in Exhibit D.
1.51 Quarter
A period of three (3) calendar months commencing on
January 1, April 1, July 1 or October 1.
1.52 Quarterly Schedule
As defined in Article 11.2.
1.53 Receiving Facilities
Any terminal(s) available to Buyer in Japan for discharge
of LPG, whether or not existing as of the date of this
Contract.
1.54 Seller
Perusahaan Pertambangan Minyak dan Gas Bumi Negara
("Pertamina"), a State Enterprise of the Republic of
Indonesia, or the successor in interest of such
enterprise, or the permitted assignee of such entity or
such successor in interest.
1.55 Shipment Month
As defined in Article 11.4.
1.56 Shipment quarter
As defined in Article 11.2.
1.57 Suppliers
Mobil and Pertamina, as suppliers of their respective
shares of Natural Gas produced under the Mobil Production
Sharing Contract from areas within the Arun Gas Supply
Area, and the Huffco Group, Total Group, Unocal Group and
Pertamina, as suppliers of their respective shares of
Natural Gas produced under the Huffco, Total and Unocal
Production Sharing Contracts from areas within the East
Kalimantan Gas Supply Area, for the production of LPG to
be sold and delivered hereunder.
1.58 Supply Agreements
As defined in Article 3.2.
1.59 TBN
As defined in Article 11.4.
1.60 Terminal Procedures
All procedures established or customarily practiced by
the operator of each Loading Terminal with respect to
notifications, nominations, berthing, lifting, loading,
safety procedures for ship and shore, documentation,
departure, measurement and the like (including without
limitation Conditions of Use).
1.61 Total Group
Total and Indonesia Petroleum, Ltd., and their successors
in interest.
1.62 Unlifted Quantities
As defined in Article 5.5.
1.63 Unocal Group
Unocal and Indonesia Petroleum, Ltd. and their successors
in interest.
1.64 Used Laytime
As defined in Article 13.3.
ARTIC LE 2
SALE AND PURCHASE
Seller agrees to sell and deliver at the Delivery Point, and
Buyer agrees to purchase, receive and pay for, LPG, in the
quantities and at the prices and in accordance with the other
terms and conditions set forth in this Contract.
ARTICLE 3
SOURCES OF SUPPLY
3.1 Relationship to LNG Processing
The LPG to be sold hereunder will be produced from
Natural Gas in conjunction with the production and processing
of Natural Gas into LNG at the Arun and Bontang LNG
Facilities.
3.2 Sources of Natural Gas
(a) The Natural Gas from which LPG to be sold hereunder
is to be extracted is to be produced from the Gas Supply
Areas. Nothing herein shall be construed, however, as
conferring upon any Buyer any interest or right in the Arun or
East Kalimantan Gas Supply Area or in Natural Gas or any
hydrocarbon deposit or producing area. No warranty express or
implied is given, nor is there to be construed any
representation, as to the quantity of Natural Gas in, or its
recoverability from, the Gas Supply Areas. If during the term
of this Contract Suppliers obtain information from their
activities which indicate unforeseen changes in the proved
remaining recoverable reserves of Natural Gas in the Gas
Supply Areas such that Seller's ability to perform Seller's
obligation hereunder may be materially and adversely affected,
Seller shall promptly inform Buyers of such situation.
(b) Seller represents that Seller will maintain throughout
the term hereof the right to sell all quantities of LPG to be sold
hereunder. In this connection, Seller represents that it has
executed or will execute from time to time, as required in order to
maintain the right to sell all of the quantities of LPG to be sold
hereunder, agreements between itself and other Suppliers under
which agreements ("Supply Agreements") Suppliers shall supply
Natural Gas from the Gas Supply Areas for processing into LPG at
the Arun and Bontang LPG Facilities and shall make available, for
sale by Seller hereunder, their respective interests in the
quantities of LPG to be sold hereunder.
(c) It is understood that, by virtue of the Supply
Agreements, Mobil, the Huffco Group, the Total Group and the Unocal
Group, as parties to such Supply Agreements, shall be third-party
beneficiaries of this Contract. The foregoing sentence shall not
be construed as discharging Seller of its obligation to supply LPG
to Buyer in accordance with the terms of this Contract.
ARTICLE 4
COMMENCE MENT AND DURATION OF CONTRACT
4.1 This Contract shall come into full force and effect as of
and from the date hereof, and shall continue in full force and
effect thereafter until December 31, 1998; unless terminated
sooner pursuant to the terms of this Contract; provided,
however, that such provisions of this Contract as are required
to give effect to the rights and obligations of the parties
which arise prior to such date shall continue in full force
and effect until the expiration of the parties' respective
obligations to sell and purchase LPG hereunder and obligations
associated therewith.
4.2 If Seller and Buyer so agree at least one(1) year prior
to the date this Contract would otherwise expire, the term of
this Contract may be extended for an additional term of five
(5) years on such terms and conditions as may be mutually
agreed.
ARTICLE 5
QUANTITI ES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 325
Jan. 1-Dec.31, 1990 325
Jan. 1-Dec.31, 1991 325
Jan. 1-Dec.31, 1992 325
Jan. 1-Dec.31, 1993 325
Jan. 1-Dec.31, 1994 325
Jan. 1-Dec.31, 1995 325
Jan. 1-Dec.31, 1996 325
Jan. 1-Dec.31, 1997 325
Jan. 1-Dec.31, 1998 325
-----------------------------------------------------------
ARTICLE 5
QUANTITIES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 371
Jan. 1-Dec.31, 1990 371
Jan. 1-Dec.31, 1991 371
Jan. 1-Dec.31, 1992 371
Jan. 1-Dec.31, 1993 371
Jan. 1-Dec.31, 1994 371
Jan. 1-Dec.31, 1995 371
Jan. 1-Dec.31, 1996 371
Jan. 1-Dec.31, 1997 371
Jan. 1-Dec.31, 1998 371
-----------------------------------------------------------
ARTICLE 5
QUANTITIES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 464
Jan. 1-Dec.31, 1990 464
Jan. 1-Dec.31, 1991 464
Jan. 1-Dec.31, 1992 464
Jan. 1-Dec.31, 1993 464
Jan. 1-Dec.31, 1994 464
Jan. 1-Dec.31, 1995 464
Jan. 1-Dec.31, 1996 464
Jan. 1-Dec.31, 1997 464
Jan. 1-Dec.31, 1998 464
-----------------------------------------------------------
ARTICLE 5
QUANTITIES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 186
Jan. 1-Dec.31, 1990 186
Jan. 1-Dec.31, 1991 186
Jan. 1-Dec.31, 1992 186
Jan. 1-Dec.31, 1993 186
Jan. 1-Dec.31, 1994 186
Jan. 1-Dec.31, 1995 186
Jan. 1-Dec.31, 1996 186
Jan. 1-Dec.31, 1997 186
Jan. 1-Dec.31, 1998 186
-----------------------------------------------------------
ARTICLE 5
QUANTITIES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 139
Jan. 1-Dec.31, 1990 139
Jan. 1-Dec.31, 1991 139
Jan. 1-Dec.31, 1992 139
Jan. 1-Dec.31, 1993 139
Jan. 1-Dec.31, 1994 139
Jan. 1-Dec.31, 1995 139
Jan. 1-Dec.31, 1996 139
Jan. 1-Dec.31, 1997 139
Jan. 1-Dec.31, 1998 139
-----------------------------------------------------------
ARTICLE 5
QUANTITIES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 279
Jan. 1-Dec.31, 1990 279
Jan. 1-Dec.31, 1991 279
Jan. 1-Dec.31, 1992 279
Jan. 1-Dec.31, 1993 279
Jan. 1-Dec.31, 1994 279
Jan. 1-Dec.31, 1995 279
Jan. 1-Dec.31, 1996 279
Jan. 1-Dec.31, 1997 279
Jan. 1-Dec.31, 1998 279
-----------------------------------------------------------
ARTICLE 5
QUANTITIES
5.1 Required Deliveries
(a) During each annual period or in each Quarter of the
build-up period in 1988 specified below (each such period is
hereinafter referred to as a "Fixed Quantity Period"), Seller
shall sell and deliver to Buyer, and Buyer shall purchase,
receive and pay for, at the applicable Contract Sales Prices,
the quantity of LPG specified for Buyer for such period (each
such quantity is hereinafter individually referred to as a
"Fixed Quantity" and as "Fixed Quantities" when referring to
more than one such quantity) as follows:
Fixed Quantity Fixed Quantities for
Period Buyer in thousands of
Metric Tons of LPG
-----------------------------------------------------------
Apr. 1 - Jun.30 (to be notified
Jul. 1 - Sep.30 pursuant to
Oct. 1 - Dec.31 Article 5.1(b) below)
Total Build-up Period
(Apr. 1-Dec. 31, 1988)
Jan. 1-Dec.31, 1989 186
Jan. 1-Dec.31, 1990 186
Jan. 1-Dec.31, 1991 186
Jan. 1-Dec.31, 1992 186
Jan. 1-Dec.31, 1993 186
Jan. 1-Dec.31, 1994 186
Jan. 1-Dec.31, 1995 186
Jan. 1-Dec.31, 1996 186
Jan. 1-Dec.31, 1997 186
Jan. 1-Dec.31, 1998 186
-----------------------------------------------------------
(b) By notice given to Buyer on or before September 30,
1986, Seller shall establish the Fixed quantity for each of
the Fixed Quantity Periods during the build-up year 1988,
which notice shall be substantially in the form attached
hereto as Exhibit A.
(c) Each Fixed Quantity specified in paragraph (a) above
or established pursuant to paragraph (b) above is subject to
adjustment as provided in Article 5.2. After giving effect to
any such adjustment, the term "Fixed Quantity" as used herein
shall mean the applicable quantity for the annual or shorter
period listed in paragraph (a) above as so adjusted, and the
respective obligations of Seller to sell and deliver, and of
Buyer to purchase, receive and pay for, the Fixed Quantity in
any Fixed Quantity Period shall apply to the applicable
adjusted Fixed Quantity.
5.2 Adjustments to Fixed Quantities
(a) By notice given to Buyer on or before October 15,
1987, Seller may increase or decrease the Fixed Quantity
established by Seller pursuant to Article 5.1(b), with respect
to all or any of the Fixed Quantity Periods during the 1988
build-up year by an amount not to exceed ten percent (10%) of
the respective Fixed Quantities established pursuant to
Article 5.1(b). Seller shall advise Buyer of its best
estimate of such increase or decrease on or before September
30, 1987.
(b) By notice given to Buyer on or before October 15,
1988, Seller may increase or decrease the Fixed Quantity for
the January 1 - December 31, 1989 Fixed Quantity Period by an
amount not to exceed ten percent (10%). Seller shall advise
Buyer of its best estimate of such increase or decrease on or
before September 30, 1988.
(c) By notice given to Buyer on or before October 15,
1989, Seller may increase or decrease the Fixed Quantity for
the January 1 - December 31, 1990 Fixed Quantity Period by an
amount not to exceed 10%. Seller shall advise Buyer of its
best estimate of such increase or decrease on or before
September 30, 1989.
(d) Seller may increase or decrease the Fixed Quantity
for the January 1 - December 31, 1991 Fixed Quantity Period
and for any Fixed Quantity Period thereafter by an amount not
to exceed five percent (5%) of the Fixed Quantity (as adjusted
pursuant to paragraph (c) above or this paragraph (d), as
appropriate) for the preceding Fixed Quantity Period by giving
Buyer notice on or before October 15 of the calendar year
preceding the Fixed Quantity Period for which the Fixed
Quantity is to be so adjusted; on condition that the Fixed
Quantity so established shall be within ten percent (10%) of
the Fixed Quantity for such Fixed Quantity Period set forth in
Article 5.1(a). Seller shall advise Buyer of its best
estimate of any such increase or decrease on or before
September 30 of the calendar year preceding the Fixed Quantity
Period for which such adjustment is to be made.
(e) It is understood that Seller may use the adjustments
pursuant to this Article 5.2 to alter the ratio of production
volumes between the Arun and Bontang LPG Facilities referred
to in Article 5.3.
5.3 Deliveries of Fixed Quantities
(a) Within each calendar year the quantities to be
delivered by Seller and received by Buyer shall be delivered
and received at rates and intervals which are reasonably
constant over the course of such period, after taking into
consideration all commitments of the Seller, the requirements
of other purchasers of LPG from the Arun and Bontang LPG
Facilities, constraints at the Loading Ports and each Loading
Terminal and fluctuations in production rates of LPG due to
changes in production rates of LNG at the Arun and Bontang LNG
Facilities, so as to ensure as nearly as practicable
uninterrupted operation of the Arun and Bontang Facilities.
(b) The Fixed Quantity to be delivered to Buyer in any
fixed quantity Period will consist of the production
quantities of each grade for LPG available at the Arun and
Bontang Loading Ports in accordance with the following:
(i) the aggregate volumes of Propane and Butane
produced at the Arun LPG Facilities and the Bontang
LPG Facilities in any Fixed Quantity Period will be
allocated among Buyer and other purchasers of LPG
from the Arun and Bontang LPG Facilities on an
essentially pro-rata basis such that the proportion
between Propane and Butane delivered to Buyer in
any Fixed Quantity Period will be essentially the
same as the proportion between the aggregate
Propane production at the Arun and Bontang LPG
Facilities in such Fixed Quantity Period and the
aggregate Butane production at the Arun and Bontang
LPG Facilities in such Fixed Quantity Period.
Seller's estimate, as the date hereof, of what
such allocation would be for each Fixed Quantity
Period is set forth in Exhibit B hereto. It is
understood that such estimate is based on Seller's
production forecasts as of the date hereof referred
to in subparagraph (iii) below.
(ii) Production of LPG at the Arun LPG Facilities shall
be comprised of fifty (50) to sixty-five (65)
percent Propane and thirty-five (35) to fifty (50)
percent Butane and the production of LPG at the
Bontang LPG Facilities shall be comprised of sixty-
five (65) to seventy-five (75) percent Propane and
twenty-five (25) to thirty-five (35) percent
Butane.
(iii) Seller's production forecasts, as of the date
hereof, of the total production quantities of
Propane and Butane to be produced at the Arun
and Bontang LPG Facilities during each Fixed
Quantity Period for the calendar years 1988
through 1990 are set forth in Exhibit C
hereto. Commencing October 15, 1989 and each
calendar year thereafter, Seller shall provide
Buyer with a production forecast of Propane
and Butane production at the Arun and Bontang
LPG Facilities for the three year period which
commences on January 1 of the second calendar
year after the date of such notice. Such
forecasts will be subject to revision by
Seller from time to time to reflect changes in
operating conditions and feed gas composition,
repair and maintenance requirements and actual
Propane and Butane production experience at
the Arun and Bontang LPG Facilities. Seller
will notify Buyer of any such revision in
accordance with Article 11.1.
(c) Seller will endeavor to allocate delivery of the
Fixed Quantity in any Fixed Quantity Period between the Arun
Loading Port and the Bontang Loading Port on an essentially
pro-rata basis such that the proportion between LPG delivered
to Buyer at the Arun Loading Port and LPG delivered to Buyer
at the Bontang Loading Port will be essentially the same as
the proportion between the total LPG production at the Arun
LPG Facilities and the total LPG production at the Bontang LPG
Facilities in such Fixed Quantity Period.
5.4 First Loading
It is estimated that the construction of the Arun LPG
Facilities will commence in the third Quarter of 1986 and the
construction of the Bontang LPG Facilities will commence in
the third Quarter of 1986. It is understood that the timing
of commencement of sales hereunder depends on the on-stream
dates of the Arun and Bontang LPG Facilities (including
commissioning and start-up), which is now estimated to be in
April , 1988 in respect of the Arun LPG Facilities, and
November, 1988 in respect of the Bontang LPG Facilities.
Seller shall keep Buyer informed of the progress in
construction, commissioning and start-up of the Arun and
Bontang LPG Facilities, and shall give Buyer at least three
(3) months advance notice of the calendar month in which the
initial loading at each facility hereunder will be made, and
the estimated date of first loading at each facility (the
"First Loading Notice").
Immediately after such notice, programming for initial
loading shall take place as specified in Article 11. The
initial loading of LPG hereunder (the "First Loading") shall
be the earliest loading date specified in the program pursuant
to Article 11.3.
5.5 Buyer's Obligation to Lift
(a) Buyer will be obligated to lift in accordance with
Article 11, the Fixed Quantity during each Fixed Quantity
Period (such obligation is hereinafter referred to as the
"Lifting Obligation" of Buyer). The Lifting Obligation of
Buyer shall be reduced by the quantity of LPG which Buyer was
unable to receive because of Force Majeure affecting Buyer's
ability to receive LPG or because of Seller's failure to make
such quantity available for delivery due to Force Majeure
affecting Seller or due to breach by Seller of its obligations
hereunder.
(b) If Buyer should fail to take delivery of LPG or if
at any time Seller shall have reason to believe that Buyer
will be unable to take delivery of LPG in accordance with
Article 11, Seller shall so notify Buyer, specifying the
quantities of each garde of LPG involved (quantities with
respect to which Seller issues a notice pursuant to this
paragraph (b) are hereinafter referred to as the "Unlifted
Quantities"). Upon receipt of such notice from Seller, Buyer
shall promptly advise Seller in writing whether Buyer wishes
to reschedule the lifting of the Unlifted Quantities during
the remainder of the Fixed Quantity Period in question, and if
so. specifying a Nominated Date Range. If such rescheduling
is acceptable to Seller, having regard to Seller's and the
Loading Terminals's operations and schedules, Seller will so
notify Buyer and the Unlifted Quantities will be rescheduled
and lifted pursuant to Article 11 accordingly.
(c) If Buyer fails promptly to provide notice as
provided in paragraph (b) or if the rescheduling pursuant to
paragraph (b) above is not acceptable to Seller, Seller may
take at any time thereafter whatever steps Seller determines,
in its sole discretion, are appropriate and may flare, sell,
curtail LPG production, "spike" or combine such LPG with LNG
or condensate or otherwise dispose of Unlifted Quantities.
Seller shall use all reasonable efforts to sell such Unlifted
Quantities to a third party. If Seller flares, sells, spikes
or otherwise disposes or curtails production of LPG, Seller
shall so notify Buyer and keep Buyer apprised of all such
actions being taken and shall provide Buyer with reasonable
access to plant operating data and records relating thereto,
including Seller's records of sales to third parties.
(d) If Buyer fails to lift the Accepted Quantities
within the Accepted Date Range, as the same may have been
modified by Seller pursuant to paragraph (b) above, Buyer will
pay to Seller the amount equivalent to the Damages" determined
in accordance with (i) below after the deduction of the sum of
the "Credits" referred to in paragraph (ii) below; provided,
however, that if the sum of such Credits equals or exceeds the
Damages, Seller shall have no obligation to the Buyer to
account for the Credits or any such excess.
(i) Damages shall be calculated as follows:
D = (AQ x 95% - LQ) x P
D -- Damages
AQ -- Accepted Quantity (less any quantities
rescheduled by Seller)
LQ -- That portion of Accepted Quantities
lifted by Buyer during the Accepted Date
Range.
P -- the Contract Sales Price for the applicable
grade of LPG in effect on the last day of the
Accepted Date Range of the Accepted Quantity.
(ii) Credits for any acts taken by Seller pursuant to
paragraph (c) above in respect of Unlifted Quantities shall be
calculated in accordance with the following:
(A) the amount of proceeds actually received by
Seller for any sales made to a third party
referred to in paragraph (c) above (after
deducting direct expenses of the sale) up to
the amount Seller would have received from
Buyer based on the Contract Sales Prices in
effect on the last day of the Accepted Date
Range; and
(B) the value of Butane "spiked" with condensate
from Natural Gas which is itself sold to third
parties calculated on the basis of ninety
percent (90%) of the Contract Sales Price for
Butane in effect on the last day of the
Accepted Date Range; and
(C) the value of LPG "spiked" with LNG or LPG not
produced as a consequence of curtailed
production ("Spiked and not Produced LPG")
calculated on the basis of fifty percent (50%)
of the Contract Sales Price for the applicable
grade of LPG in effect on the last day of the
Accepted Date Range, provided, the aggregate
quantity of Spiked and Not Produced LPG in the
fixed Quantity Period in question does not
exceed ten percent (10%) of the fixed
Quantity. No credit will be given for Spiked
and Not Produced LPG exceeding ten percent
(10%) of the Fixed Quantity for such Fixed
Quantity Period.
(e) the undertakings referred to in Article 11.4(e)
shall be deemed to have been discharged in case that the
actual lifting is made within the plus or minus five percent
(5%) operational lifting tolerance referred to in Article
12.1(d).
(f) Seller shall invoice the amount calculated on the
basis of (d) above, to Buyer on the forty-fifth (45th) day of
the next calendar year following the end of the year in which
such failure to lift has occurred. Such invoice shall be
payable by Buyer within fifteen (15) days of receipt.
5.6 Allocation of Supplies Between Buyers and Other
Purchasers of LPG
If by reason of an event or circumstance of Force Majeure,
there are or will be available to Seller for sale and delivery
at a Loading Port quantities of Butane and/or Propane which in
Seller's reasonable judgment are less than those required to
be delivered under Seller's commitments for the supply of such
grade of LPG to Buyers and other purchasers of LPG from the
Arun and/or Bontang LPG Facilities pursuant to sales contracts
which provide for deliveries of LPG from such facilities for
a term of at least ten (10) years, Seller shall be entitled to
allocate its curtailed availabilities of such grade of LPG to
Buyers and to such other purchasers. Such allocation shall be
made on a basis which is substantially pro-rata in the ratio
of the remaining respective quantities of such grade of LPG
committed to be supplied to Buyer and such purchasers for the
remainder of the year, subject, however, to such adjustments
as are fair and reasonable but made in Seller's absolute
discretion to maintain, to the extent practicable, loading
schedules and operations at the Arun and/or Bontang
Facilities.
ARTICLE 6
CONTRACT SALES PRICES
6.1 Contract Sales Prices
The prices applicable to quantities of Propane and Butane
delivered hereunder and to quantities of LPG not taken by
Buyer for which Buyer is subject to payment of damages
pursuant to Article 5.5 are herein called the "Contract Sales
Prices", and are expressed in United States Dollars per Metric
Ton ("U.S. $/MT"). Buyer shall pay for LPG, in the manner
provided in Article 10, at the Contract Sales Price for the
applicable grade of LPG calculated in accordance with Article
6.2 (a) or (b), as the case may be, as of the bill of lading
date, or, in the case of LPG not taken for which Buyer is
subject to payment of damages pursuant to Article 5.5, as of
the last day of the applicable Accepted Date Range. Either
such date is hereinafter referred to as the "Calculation
Date".
6.2 Calculation of Contract Sales Prices
(a) The Contract Sales Price for the applicable grade of
LPG shall be calculated as of the Calculation Date in
accordance with the following formula:
P = A + $3.00
in which:
"P" = The Contract Sales Price for the applicable
grade of LPG expressed in U.S. $/Metric Ton.
"A" = P1Q1 + P2Z2 + P3Q3 ... + PnQn where,
Q1 + Q2 + Q3 ... + Qn
P1, P2, P3... Pn = The government selling price ("GSP")
and/or official governmental price
of each country which supplied
Calculation Quantities (as defined
below), prevailing on the
Calculation Date. The source of
data for P1, P2, P3 ... Pn shall be
Platt's LPG Gas Wire.
Q1, Q2, Q3... Qn = Quantities of the applicable grade
of LPG imported into Japan from
those countries which have GSP's
and/or official governmental prices
for such grade of LPG prevailing on
the Calculation Date, during the one
(1) year period ending on the last
day of the Quarter which commenced
two (2) Quarters before the first
day of the quarter in which the bill
of lading is dated, or, with respect
to a grade of LPG not taken, in the
Quarter in which the last day of the
applicable Accepted Date Range falls
(such quantities are hereinafter
referred to as "Calculation
Quantities"). The applicable
quantities shall be based on the
statistics published by the Japan
LP-Gas Association. throughout the
term of this Contract Buyer shall
promptly submit to Seller for the
purpose of calculating Contract
Sales Prices hereunder a copy of
each issue of such publication as
soon as it becomes available.
For the purpose of the above calculation LPG imported
from Indonesia and Das Island, Abu Dhabi shall be excluded.
(b) Notwithstanding paragraph (a) above, in calculating
the Contract Sales Prices applicable during the build-up year
1988 the following formula shall apply :
P = A
in which "P" and "A" are defined as in paragraph (a) above.
6.3 Quantity and Price Statistics
(a) If on a Calculation Date any quantity or price
statistic referred to in Article 6.2 is unavailable from the
source specified therein, the parties shall jointly endeavor
to obtain and agree upon the relevant statistic from another
source.
(b) In the case the above GSP's and/or official
governmental prices no longer reflect the actual market price
of LPG imported into Japan under long term contracts or if
such GSP's and/or official governmental prices are no longer
available, then, by notice to the other, Seller and Buyer
shall each promptly propose in writing to the other an
alternative pricing method which would reflect such actual
market price. The parties shall meet to discuss in good faith
and, within three (3) months of the date of the above notice,
agree on an alternative pricing method.
Until such time as the matter is finally determined,
Seller shall invoice Buyer on the basis of Article 10.6 at the
Contract Sales Prices last calculated prior to the notice
referred to above.
ARTICLE 7
QUALITY AND STATE
7.1 Specifications
Propane and Butane purchased and sold hereunder shall be
delivered to Buyer in a refrigerated liquid condition and
shall have the respective specifications set forth in Exhibit
D for Propane and Butane.
7.2 Disclaimer of Warranties
THERE ARE NO GUARANTIES OR WARRANTIES EXPRESS OR IMPLIED
OF MERCHANTABILITY, FITNESS, SUITABILITY OF THE LPG FOR ANY
PARTICULAR PURPOSE, OR OTHERWISE, OR OF ITS COMPOSITION EXCEPT
AS STATED IN ARTICLE 7.1.
ARTIC LE 8
TITLE AND RISK OF LOSS
Delivery shall be deemed completed and title and risk of
loss shall pass at the Loading Port as the LPG reaches the
Delivery Point, at which point Seller's responsibility shall
cease and each Buyer shall assume all risk of loss, damage,
deterioration or evaporation as to the LPG so delivered. It
is expressly understood that the passage of title and risk as
aforesaid is not conditioned on delivery of a bill of lading
or other title document.
ARTIC LE 9
VERIF ICATION AND MEASUREMENT
9.1 Inspection
The quality and quantity of each shipment of LPG
hereunder shall be determined by measurement and calculations
conducted at the Loading Port by an independent firm of
inspectors (to be mutually agreed upon) in accordance with
agreed sampling, measurement, and calculation procedures based
on recognized good standard practice (such firm is hereinafter
referred to as the "Independent Surveyor"). On completion of
loading, the Independent Surveyor shall prepare and sign
certificates stating the quality and quantity of each grade of
LPG loaded, such certificates to conform to a mutually-agreed
standard form for this purpose. the Independent Surveyor
shall promptly provide Seller with a copy of such certificates
and Seller shall thereupon prepare a bill of lading in
accordance with the reasonable instructions of Buyer. The
bill of lading shall be promptly signed and issued by the
vessel's master or the authorized representative of the
carrier. The data in such certificates of quality and
quantity prepared by the Independent Surveyor shall, absent
fraud or manifest error, and subject to the provisions of
Article 17, be binding and conclusive upon both parties, and
shall be used by Seller in preparing the invoice. Any costs
attendant to utilizing the Independent Surveyor shall be borne
equally by Seller and Buyer.
9.2 Measurement and Samples
Measurement of the quantities and the sampling and
analysis for the purpose of determining the quality of the LPG
in each shipment shall be carried out in accordance with the
procedures set forth in Appendix A to this Contract, and
samples shall be retained by Seller for at least ninety (90)
days.
ARTIC LE 10
INVOI CES AND PAYMENT
10.1 Invoices and Cargo Documents
Promptly after completion of loading of each LPG Tanker,
Seller shall furnish by telex or telegram to Buyer an invoice,
stated in U.S. Dollars, in the amount of the Contract Sales
Prices for the number of Metric Tons delivered. At the same
time, Seller shall send to Buyer a signed copy of the invoice
and relevant documents showing the basis for the calculation
thereof, together with such other customary documents
concerning the cargo as may be reasonably requested by such
Buyer(s) for the purpose of Japanese customs clearance.
10.2 Other Invoices
Except as provided in Article 10.1, in the event that any
moneys are due from one party to the other hereunder
(including, without limitation, amounts payable pursuant to
Article 5.5 on account of failure by Buyer to meet its Lifting
Obligation) then the party to whom such moneys are due shall
furnish or cause to be furnished an invoice therefor and
relevant documents showing the basis for the calculation
thereof. Such invoice may be sent by telex or telegram,
provided that signed copies of such invoice and such relevant
documents are also sent at the same time.
10.3 Invoice Due Dates, etc.
(a) Each invoice to Buyer referred to in Article 10.1
shall become due and payable by Buyer on the thirtieth (30th)
calendar day after the date of the bill of lading for the LPG
cargo in question. The failure by a vessel's master or
authorized representative of the carrier to promptly sign and
issue a bill of lading, shall not constitute grounds for delay
of payment by Buyer. Each invoice referred to in Article 10.2
(except the invoice referred to in Article 5.5) shall become
due and payable on the thirtieth (30th) calendar day after
receipt thereof by the party to which it was sent.
(b) If any invoice would become due on a date which is
not a Business Day, such invoice shall, notwithstanding the
provisions of paragraph (a) above, become due and payable on
the next succeeding Business Day.
(c) In the event the full amount of any invoice is not
paid by either Seller or Buyer when due, any unpaid amount
thereof shall bear interest from the due date until paid, at
an interest rate, compounded annually, two (2) percentage
points greater than the time-weighted average rate being
charged during the period of delinquency by Citibank, N.A.,
New York, New York, to its prime commercial customers for 90
day loans.
10.4 Payment
Buyer shall pay, or cause to be paid, in U.S. Dollars by
telegraphic transfer remittance in immediately-available
funds, all amounts which become due and payable by Buyer
pursuant to any invoice issued hereunder, to a bank account or
accounts in the United States to be designated by Seller,
provided that each such designation or change thereto shall be
effective only upon the written consent of Mobil, in the case
of payments arising in respect of the Arun Facilities, and the
Huffco Group, the Total Group and the Unocal Group in the case
of payments arising in respect of the Bontang Facilities, as
third-party beneficiaries hereunder. Sell shall pay, or cause
to be paid, in U.S. Dollars by telegraphic transfer remittance
in immediately-available funds, all amounts which become due
and payable by Seller pursuant to any invoice issued
hereunder, to a bank account designated by Buyer. The paying
party shall not be responsible for a designated bank's
disbursement of amounts remitted to such bank, and a deposit
in immediately-available funds of the full amount of each
invoice with such bank shall constitute full discharge and
satisfaction of the obligations under this Contract for which
such amounts were remitted. Each payment of any amount owing
hereunder shall be in the full amount due without reduction or
offset for any reason, including, without limitation, taxes,
exchange charges or bank transfer charges.
10.5 Seller's Rights Upon Buyer's Failure to Make Payment
If payment of any invoice for quantities of LPG sold
hereunder or for that portion of Buyer's Lifting Obligation
for which Buyer is subject to payment of damages pursuant to
Article 5.5(d) is not made within ten (10) days after the due
date thereof, Seller shall be entitled, upon giving written
notice to Buyer, to suspend subsequent shipments and sales to
Buyer until the amount of such invoice and interest thereon
has been paid. Buyer shall not be entitled to any make-up
rights in respect of such suspended shipments and sales. If
any such invoice is not paid within thirty (30) days after the
due date thereof, then Seller shall have the right, at
Seller's election to terminate this Contract and such
termination shall become effective upon the date of such
notice of termination from Seller. Seller's rights under this
Article 10.5 and Seller's exercise of any of such rights shall
be without prejudice to any other rights and remedies of
Seller arising hereunder or by law or otherwise (including
without limitation the right of Seller to demand adequate
security of Buyer's performance under circumstances permitted
by New York law, and to receive payment of all obligations and
claims which arose or accrued prior to termination or by
reason of default in payment by Buyer).
10.6 Disputed Invoices
In the event of disagreement concerning any invoice, the
invoiced party shall make provisional payment of the total
amount thereof and shall immediately notify the other party of
the reasons for such disagreement, except that in the case of
obvious error in computation the correct amount shall be paid
disregarding such error. Invoices may be contested or
modified only if, within a period of ninety (90) days after
receipt thereof, Buyer or Seller serves notice on the other,
questioning their correctness. If no such notice is duly
served, invoices shall be deemed correct and accepted by all
parties. Promptly after resolution of any dispute as to an
invoice, the amount of any overpayment or underpayment shall
be paid by Seller or Buyer to the other, as the case may be,
plus interest at the rate provided in Article 10.3 from the
date payment was due to the date of payment.
ARTIC LE 11
PROGR AMMING AND SHIPPING MOVEMENTS
11.1 Annual Programs
Not later than October fifteenth (15th) of each year
(beginning with the year prior to the year in which the First
Loading is scheduled to occur), Seller shall give written
notice to Buyer of the quantities of Propane and Butane
available for delivery hereunder at each of the Loading Ports
during the next calendar year as well as the total quantities
of LPG to be produced at the Arun LPG Facilities and the
Bontang LPG Facilities during the next calendar year.
On or before October twenty-fifth (25th) of each calendar
year after receipt of the foregoing notice, Buyer shall advise
Seller in writing of the portion of the Fixed Quantity Buyer
wishes to take during each Quarter of the following year (the
"Program Year") specifying the quantities of each grade of LPG
it wishes to take in each such Quarter and its preferences for
Loading Port(s) with respect to such quantities each quarter.
Seller and Buyer shall thereupon consult together with a view
to reaching agreement upon, by November eighth (8th) of the
year preceding the Program Year, a program for the quantities
of each grade of LPG to be shipped hereunder from each Loading
Port during each Quarter during the Program Year (the "Annual
Program"). If no such agreement shall have been reached as to
an Annual Program by November eighth (8th) of the year
preceding the Program Year, or if Buyer shall have not
notified Seller of its requested quarterly quantities of LPG
by October twenty-fifth (25th) of such year, Seller shall be
entitled, using reasonable discretion, to establish upon
notice made to Buyer by November tenth (10th) of the same
year, the Annual Program for the Program Year (including,
without limitation, the breakdown of the Fixed Quantity into
each grade of LPG and the quantities of each grade of LPG to
be shipped from each Loading Port). In so doing, Seller shall
take into consideration the contents of the above notice from
Buyer, Seller's commitments to other purchasers of LPG from
the Arun and Bontang LPG Facilities, the production ratio of
Butane and Propane at each Loading Port and the provisions of
Article 5.3.
11.2 Quarterly Schedule
(a) Not later than the twenty-fifth (25th) day of the
first month of each Quarter (commencing with the Quarter in
which the First Loading is scheduled to occur), Buyer shall
advise Seller in writing of the quantities of each grade of
LPG Buyer wishes to take during each calendar month of the
succeeding Quarter (the "Shipment Quarter") specifying its
preferred Lading Port(s) with respect to each calendar month
based on the quantities and Loading Ports established under
the Annual Program for such Quarter; provided, however, that
with respect to such notice given in the last Quarter of any
calendar year, the quantities and Loading Port(s) shall be
based on Buyer's notice referred to in, and shall be subject
to adjustment in accordance with, Article 11.1.
(b) Following receipt of the notice referred to in
Article 11.2(a), Seller and Buyer shall thereupon consult
together with a view to reaching agreement upon, by the eighth
(8th) day of the second month of the Quarter preceding the
Shipment Quarter, a loading schedule for the Shipment Quarter,
specifying the month in which each shipment of LPG is to be
made in the Shipment quarter, the quantities of each grade of
LPG to be shipped and the Loading Port ("Quarterly Schedule").
If no such agreement shall have been reached as to a Quarterly
Schedule by the eighth (8th) day of the second month of the
Quarter preceding the Shipment Quarter, or if Buyer shall have
not issued a notice to Seller in accordance with Article
11.2(a), Seller shall be entitled, using reasonable
discretion, to establish, upon notice made to Buyer by the
tenth (10th) day of the second month of the quarter preceding
the Shipment Quarter, the Quarterly Schedule. In so doing,
Seller shall take into consideration the contents of the
notice from Buyer referred to in Article 11.2(a), Seller's
commitments by other purchasers of LPG from the Arun and
Bontang LPG Facilities, and the provisions of Article 5.3.
11.3 First Programs
Seller shall deliver to Buyer, together with the First
Loading Notice, a notice covering the remainder of the
calendar year in which the First Loading is scheduled to
occur, specifying the quantities of LPG anticipated to be
available hereunder during such period. Buyer and Seller
shall thereupon consult together with a view to reaching
agreement on, and Seller shall issue, a program substantially
similar to an Annual Program but covering only the remainder
of the calendar year in which the First Loading is scheduled
to occur, containing the matters referred to in Article 11.1
by no later than the tenth (10th) day of the calendar month
prior to the calendar month in which the First Loading is
scheduled. Such program shall also contain the matters
referred to in Article 11.2 with respect to the Quarter in
which the First Loading is scheduled to occur. Such program
as so issued shall be deemed to be the Annual Program for the
period in question and shall also be deemed to be the
Quarterly Schedule for the quarter in which the First Loading
is scheduled to occur.
11.4 Nominations
(a) An Accepted Date Range shall be a five (5) day period
of time determined in respect of each shipment hereunder in
accordance with the provisions of this Article 11.4. Each
date range proposed by either party or established by the
Seller as the Accepted Date Range shall, unless otherwise
agreed, be a period of five (5) days.
(b) No later than the twentieth (20th) day of the second
calendar month preceding each month in which shipments of LPG
are projected to be made hereunder in accordance with the most
recent Quarterly Schedule covering such month ("Shipment
Month"), Buyer shall notify Seller of the range(s) of days
which Buyer proposes ("Nominated Date Range(s)"), as to each
shipment in that month, the quantity of each grade of LPG to
be shipped ("Nominated Quantities") and Loading Port based on
the quantities established in the quarterly Schedule for such
month, and the name of the LPG Tanker ("Named LPG Tanker") or
that it is a "to be named" LPG Tanker ("TBN").
(c) Seller shall respond to Buyer's notice referred to in
paragraph (b) above no later than the first (1ST) day of the
calendar month immediately preceding the Shipment Month as to
whether Nominated Date Range(s), Nominated quantities and
other requests are acceptable, and if they are, the Nominated
Date Range(s) and Nominated Quantities of each grade of LPG
shall be the Accepted Date Range(s) and the Accepted
Quantities for the Shipment Month. If the Nominated Date
Range(s) or Nominated quantities or other requests are not
acceptable to Seller, Seller shall propose the minimum
modifications to Buyer's requests required to accommodate
Seller's and the Loading Terminal's operations and schedules.
Buyer and seller shall consult together with a view to
reaching agreement upon, by the sixth (6th) day of the
calendar month immediately preceding the Shipment Month, a
mutually-acceptable schedule of shipments, quantities and date
range(s).
(d) If no agreement shall have been reached as to date
range(s) and/or quantities, by the sixth (6th) day of the
calendar month immediately preceding the shipment Month,
Seller shall be entitled, using reasonable discretion, to
establish, upon notice to Buyer by the eighth (8th) day of the
calendar month immediately preceding the shipment Month, the
necessary date range(s) for shipments hereunder which shall be
deemed to be the Accepted Date Range(s), and/or the quantity
of each grade of LPG to be shipped in relation to each such
range, which shall be deemed to be the Accepted Quantities,
for the Shipment Month.
(e) Buyer and Seller shall be deemed to have undertaken
to receive and to deliver, respectively, the Accepted
Quantities from the relevant Loading Port during the Accepted
Date Range(s).
11.5 Notification of Expected Arrival
Not later than seven (7) days prior to the first day of
each Accepted Date Range, Buyer shall notify Seller of the
expected date of arrival of the LPG Tanker scheduled to
receive the LPG, and written instructions regarding the making
up and disposition of bills of lading and orders for port(s)
of discharge, which, if reasonable, shall be complied with by
Seller. Buyer shall notify Seller of the name of any LPG
Tanker previously advised as a TBN as soon as possible but in
no event later than the last day for the naming of a vessel
under Terminal Procedures. Buyer may thereafter substitute
another LPG Tanker of similar class, type, size, capacity ad
position, provided all other provisions hereof are complied
with and further provided that the advice of substitution is
timely under Terminal Procedures.
11.6 LPG Tanker to Arrive Precooled
Upon arrival at the Loading Port, any LPG Tanker which
does not have its cargo tanks adequately precooled, or is in
any other way not fit or ready for the receipt of the LPG as
required by the Terminal Procedures will, if scheduling and
other operational considerations permit, be cooled down at the
berth at Buyer's expense. Laytime will be extended for any
time required for cooldown, such time to begin when the vessel
starts to receive LPG for cooling and to end when the required
loading temperature is reached. Cooldown LPG will be measured
in the same manner as LPG for delivery and charged at the
Contract Sales Prices in effect at the time at the time of
delivery. Should the extended berth time cause a conflict
with LNG delivery schedules, Buyer shall cause the LPG Tanker
to vacate the berth and return later to continue cooldown or
loading, as the case may be. All laytime, harbor fees and
port charges for vacating and returning to the berth under
these circumstances will be for Buyer's account.
ARTIC LE 12
DELIV ERY AND NOMINATION
12.1 Delivery
(a) Delivery of the LPG shall be made F.O.B. by Seller
to Buyer at the Loading Terminal determined by Seller pursuant
to Article 11 in bulk into LPG Tankers arranged by such Buyer.
(b) Buyer shall return to Seller free of charge the
vapor from Buyer's LPG Tankers during loading and cooling
operations.
(c) It is intended that all deliveries will be made in
full LPG Tanker cargo lots. However, Seller and Buyer will
endeavor to accommodate the other party's requests for
part-cargo shipments if such accommodation is possible taking
into account shipping and production schedules and ullage at
the Arun and Bontang Facilities.
(d) Buyer shall take delivery of the full quantity of
LPG scheduled to be loaded, subject to a plus or minus five
percent (5%) operational lifting tolerance to account for
operational limitations of LPG Tankers.
12.2 Loading Terminal, LPG Tankers and Terminal Procedures
(a) Buyer shall provide LPG Tankers at each Loading Port
indicated below to take delivery of LPG which have the
following general specifications applicable to such Loading
Port and such other specifications as may be required pursuant
to paragraph (b) below:
LPG Tanker capacity: 40,000 to 100,000 Cubic Meters at Arun;
15,000 to 100,000 Cubic Meters at
Bontang.
Total deadweight: Up to 65,000 metric tons at Arun;
Up to 65,000 metric tons at Bontang.
Length overall : 175 to 255 meters at Arun;
159 to 255 meters at Bontang.
Beam extreme : up to 40 meters at Arun;
up to 40 meters at Bontang.
Maximum draft : up to 12.5 meters at Arun;
up to 12.5 meters at Bontang.
(b) Seller shall provide at the Loading Terminals a
berth, mooring or other area capable of handling LPG Tankers
which are within the specifications set out in paragraph (a)
above and Article 12.1(c). Seller shall furnish with
reasonable dispatch, upon a Buyer's request therefor, all
necessary information concerning restrictions applicable at
the Loading Ports and the Loading Terminals with respect to
maximum draft, length and the like in addition to those set
out in paragraph (a) above, Terminal Procedures relevant to
LPG Tanker operations, and special or non-customary
requirements of governmental authorities at each Loading Port
with respect to LPG Tanker operations therein. Buyer shall be
deemed to be fully familiar with such restrictions, Terminal
Procedures, and requirements, provided that Seller has
furnished and Buyer has received such information as has been
requested as aforesaid. Buyer shall not nominate or furnish
a LPG Tanker which does not conform to the aforesaid
restrictions, Terminal Procedures, and requirements. Buyer
acknowledges that the Terminal Procedures and regulations of
governmental authorities with jurisdiction over each Loading
Port apply to the loading and receipt of the LPG and to
Buyers' LPG Tankers thereat. If Buyer's LPG Tanker does not
conform to the Terminal Procedures or the requirements or
regulations of governmental authorities with respect to
safety, size, age of the vessel, vessel movements, navigation
and operating standards, discharge, and the like, or the
master of the LPG Tanker fails to execute Conditions of Use
then employed at the Loading Port, Seller may refuse to berth
or load the LPG Tanker and any delays or expenses of Seller
and such Buyer due to such non-conformance, whether Seller so
refuses or proceeds with berthing or loading, shall be for
Buyer's account.
(c) Each of Buyer's LPG Tankers shall be designed and at
all times be equipped and manned so as to safely receive, at
the Delivery Point, Propane and Butane simultaneously for
loading at a rate for each grade of LPG of not less than 1,700
Cubic Meters per hour or, if loading one grade of LPG through
two loading arms (if the LPG Tankers' manifold configuration
so permits), 3,00 Cubic Meters per hour or, ? Butane and
Propane sequentially, at a rate of not less than 1,700 Cubic
Meters per hour.
(d) The provisions of this Contract applicable to LPG
Tankers shall apply whether an LPG Tanker is owned or operated
by Buyer or otherwise employed by Buyer.
ARTICLE 13
ARRIVAL, LOAD ING TIME AND DEMURRAGE
13.1 Notice of Arrival
(a) Buyer shall arrange for each LPG Tanker to report by
radio to the Loading Terminal or to Seller at the Loading Port
a notice of the LPG Tanker's estimated time of arrival,
initially within seventy-two (72) hours prior the LPG Tanker's
arrival at the Loading Port. Such notice shall include a
statement of the expected temperature of the bottom of the
cargo tanks on arrival.
(b) Buyer shall arrange for each LPG Tanker to report by
radio to the Loading Terminal or to Seller at the Loading Port
forty-eight (48) and twenty-four (24) hours before arrival
thereat (or at such other times as Buyer may be advised by
Seller), stating the estimated time of arrival.
13.2 Notice of Readiness and Loading
As soon as the LPG Tanker arrives at the sea buoy of the
designated Loading Port, the master shall give notice of
readiness to Seller ("Notice of Readiness"); provided,
however, that in the event an LPG Tanker should arrive at the
Loading Port prior to the first day of the Accepted Date
Range, Notice of Readiness shall be deemed effective at the
earlier of (i) 6:00 a.m. local time on the first day of the
Accepted Date Range or such earlier time as applicable port
regulations designate that vessels are permitted to proceed to
berth, or (ii) the time loading commences.
13.3 Laytime
(a) The allotted laytime for Seller to load each LPG
Tanker ("Allotted Laytime") shall be four (4) hours plus
either (i) one hour for every 1,700 Cubic Meters comprising
the accepted Quantities, if loading Propane or Butane
sequentially, or (ii) one hour for every 3,400 Cubic Meters
comprising the Accepted Quantities, if loading Propane and
Butane simultaneously or if loading one grade of LPG through
two loading arms, subject to adjustment as provided below and
in Article 12.1(d).
(b) The actual laytime for each LPG Tanker ("Used
Laytime") shall commence (i) six (6) hours after the time when
the Notice of Readiness is tendered by the LPG Tanker's master
or six (6) hours after the Notice of Readiness is deemed
effective pursuant to Article 13.2, whichever is later, or
(ii) when the LPG Tanker is "all fast alongside" the berth and
ready to receive cooldown LPG or cargo, whichever of the
foregoing first occurs, and shall end when the loading and
return lines of the LPG Tanker are disconnected from the
Loading Terminal's loading and return lines. Where delay is
caused to an LPG Tanker getting into berth after giving Notice
of Readiness for any reason over which neither Seller nor the
Loading Terminal has control, such delay shall not count as
Used Laytime. If an LPG Tanker's Notice of Readiness is
tendered on a date later than the last day of the Accepted
Date Range, the LPG Tanker shall await its turn to load in
accordance with Terminal Procedures, and Used Laytime shall
commence when the LPG Tanker is "all fast alongside" the berth
and ready to receive LPG. Any delay due solely to the LPG
Tanker's condition or breakdown or inability of the LPG
Tanker's facilities to load LPG within the time allowed or at
the rate set forth in Article 12.2(c) shall not count as Use
Laytime or time on demurrage.
(c) The periods mentioned below shall be reduced from
Used Laytime and shall not count as time on demurrage:
(i) any period during which proceeding from the
anchorage, berthing, loading or clearing of the LPG
Tanker to proceed to sea after completion of loading
is delayed, hindered or suspended by Buyer, the LPG
Tanker's owner, the LPG Tanker's master, or any
third party or governmental authority for reasons of
safety, weather or for other reasons over which
Seller has no control;
(ii) any period of delay attributable to the
operation of the LPG Tanker including the
period of time such LPG Tanker awaits a berth
by reason of the LPG Tanker being unable to
receive LPG under this Contract or under the
Terminal Procedures;
(iii any period during which the LPG Tanker's tanks
are being cooled to a temperature that will
permit continuous loading of LPG in accordance
with Terminal Procedures;
(iv) any period in excess of Allowed Laytime
required to load the LPG Tanker due to the LPG
Tanker's inability to load at the Loading
Terminal's normal operational loading rate due
to limitations placed on the loading rate by
the LPG Tanker; and
(v) any period during which the LPG Tanker is waiting
for all necessary port clearances.
13.4 Demurrage
(a) If Used Laytime exceeds Allotted Laytime (as
adjusted in accordance with Article 13.3) in loading any LPG
Tanker, Seller shall pay to Buyer demurrage at the "Annual
Demurrage Rate" per day in effect in the calendar year in
which Used Laytime commenced for the LPG Tanker The "Annual
Demurrage Rate" for each calendar year shall be the rate (in
U.S. Dollars per day) determined in accordance with the
procedures set out in Exhibit E.
(b) If demurrage shall be incurred at Loading Ports by
reason of fire, explosion, storm or by a strike, lockout,
stoppage or restraints of labor or by breakdown of machinery
or equipment in or about the plant of Seller, demurrage shall
be reduced one-half of the amount set out in Exhibit ?
shall not be liable fro any demurrage for delay caused by
strike, lockout, stoppage or restraints of labor for master,
officers and crew of the LPG Tanker or tugboat or pilots.
(c) Buyer shall invoice Seller for amounts due under
this Article 13.4 and Seller shall pay the invoice in
accordance with the terms of Article 10.
ARTICLE 14
DEPARTURE, MI SCELLANEOUS CHARGES AND INSURANCE
14.1 Departure
Each LPG Tanker shall vacate the berth as soon as loading
is completed, subject to and in accordance with the Terminal
Procedures. Any loss or damage incurred by Seller as a result
of the LPG Tanker's failure promptly to vacate the berth,
except for any cause over which Buyer has no control, shall be
paid by the Buyer to Seller.
14.2 Miscellaneous Charges
Dues and other charges on the LPG loaded shall be paid by
Seller. Dues and other charges on the LPG Tanker, whether or
not such dues or charges are based on the quantity of LPG
loaded or the freight and regardless of who is initially
required to pay or withhold such dues and charges, shall be
paid or borne by Buyer. Any taxes on freight shall be borne
by the Buyer.
14.3 Insurance and Conditions of Use
Buyer shall ensure that all LPG Tankers shall be entered
in a reputable P&I Club acceptable to Seller for all risks,
including, without limitation, those provided for in the
Conditions of Use. All costs related to entering LPG Tankers
with reputable P&I Clubs shall be at Buyer's expense. Buyer
shall ensure that the owner, operator or charterer and master
of each LPG Tanker shall accept the Conditions of Use.
ARTIC LE 15
FORCE MAJEURE
15.1 Events of Force Majeure
(a) Neither Seller nor Buyer shall be liable for any
delay or failure in performance hereunder if and to the extent
such delay or failure in performance is directly caused by any
of the following causes or events (any such cause or event is
hereinafter referred to as an event of Force Majeure):
(i) As to the Arun and Bontang Facilities and the
Receiving Facilities:
(A) fire, flood, atmospheric disturbance,
lightning, storm, typhoon, tornado,
earthquake, landslide, soil erosion,
subsidence, washout or epidemics;
(B) war, riot, civil war, blockade, insurrection,
sabotage, acts of public enemies or civil
disturbances;
(C) strike, lockout or other industrial
disturbances;
(D) accidental damage to Natural Gas reservoirs or
Natural Gas production facilities in the Arun
or East Kalimantan Gas Supply Area or to the
facilities for transportation of Natural Gas
from the Arun or East Kalimantan Gas Supply
Area;
(E) accidental damage to any of the Arun and
Bontang LPG Facilities or the Arun and Bontang
LNG Facilities;
(F) accidental damage to the Receiving Facilities
capable of receiving the LPG cargo(es) in
question;
(G) inability or reduced capacity of facilities to
produce or ship LNG or other hydrocarbons, in
either case, requiring a cessation,
suspension, interruption or curtailment in
production or transmission of Natural Gas, LPG
or LNG;
(H) delay in construction, completion,
commissioning or testing of any stage of the
Arun or Bontang LPG Facilities so as to
prevent them from becoming operational on a
continuing basis, which delay is caused by (a)
any of the events referred to in
sub-paragraphs (A), (B) and (C) above, or (b)
delay in receiving major items of equipment or
materials from the manufacturer or vendor
thereof, provided that the Seller shall have
taken all steps reasonably available to obtain
timely delivery of such items including the
placing of purchase orders within such time
was prudent under the existing circumstances;
(I) depletion, reduction or insufficiency of
reserves of, or a change in the
characteristics of Natural Gas from, or a
change in the reservoir characteristics of,
either the Arun or East Kalimantan Gas Supply
Area such that the contractual quantities of
LPG hereunder cannot be produced in a
commercial manner; or
(J) act of government or governmental authorities
or any law, decree, order or the like, or
taking or confiscation whether or not acting
under color of law, that directly affects the
ability of a party to perform any obligation
hereunder other than the obligation to remit
payments as provided in Article 10.4 hereof on
account of LPG delivered and taken or not
taken and subject to payment of damages under
this Contract.
(ii) As to Named LPG Tankers:
(A) loss of a Named LPG Tanker or serious damage
thereto;
(B) closing of harbors, ports or other facilities;
(C) accident of navigation or perils of the sea;
(D) fire, flood, atmospheric disturbance,
lightning, storm, typhoon, tornado, or
epidemics;
(E) war, riot, civil war, blockade, insurrection,
acts of public enemies, or civil disturbance;
(F) strike or other industrial disturbance
occurring aboard a Named LPG Tanker; or
(G) acts of government.
(iii) As to the Arun and Bontang Facilities, the
Receiving Facilities and LPG Tankers:
any event or cause whether or not of the same type
or class as described above and whether or not
foreseeable, reasonably beyond the control of the
party affected which by the exercise of due
diligence that party is unable to overcome.
(b) Notwithstanding the provisions of paragraph (a)
above:
(i) Buyer shall in no event be relieved of its
obligations to pay Seller for LPG sold and
delivered to it hereunder or for payment of damages
pursuant to Article 5.5 for LPG not taken;
(ii) neither party shall be relieved from any other
obligations to make payments required
hereunder to another party; and
(iii) neither party shall be relieved from its
obligation to make payments in immediately
available U.S. Dollars in the place or places
otherwise provided for herein.
(c) Settlement of strikes, lockouts or other industrial
disturbances shall be entirely within the discretion of the
party experiencing such situations, and nothing herein shall
require such party to settle industrial disputes by yielding
to demands made on it when it considers such action
inadvisable.
15.2 Notice, Resumption of Normal Performance
(a) Immediately upon the occurrence of an event of Force
Majeure that gives a party warning that the event may delay or
prevent the performance by Seller or Buyer of any of its
obligations hereunder, the party affected shall give notice
thereof to the other party describing such event and stating
the obligations the performance of which are, or are expected
to be, delayed or prevented, and (either in the original or in
supplemental notices) stating (i) the estimated period during
which performance may be suspended or reduced, including, to
the extent known or ascertainable, the estimated extent of
such reduction in performance, and (ii) the particulars of the
program to be implemented to ensure full resumption of normal
performance hereunder.
(b) In order to promote resumption of normal performance
of this Contract within the shortest practicable time, the
party affected by an event of Force Majeure shall take all
measures to that end which are reasonable in the
circumstances, taking into account the consequences resulting
from such event of Force Majeure, provided that such party
shall not be required to take measures which would involve it
in material additional expense or in a material departure from
its normal practices. Prior to resumption of normal
performance the parties shall continue to perform their
obligations under this Contract to the extent not prevented by
such event of Force Majeure.
15.3 Effect on Deliveries, Supplies, Term
(a) No curtailment or suspension of deliveries or
receipt of deliveries shall operate to extend the duration of
this Contract or to terminate this Contract (except as
specified in paragraph (c) below). Neither Buyer nor Seller
shall be obliged to make up shipments omitted due to Force
Majeure, whether affecting Seller or Buyer.
(b) Under no circumstances shall Seller be obliged to
purchase or otherwise obtain LPG lost or not produced as the
result of Force Majeure, or to replace or supplement the Arun
or East Kalimantan Gas Supply Area as the source of supply of
Natural Gas for LPG or to replace or supplement the Arun or
Bontang LPG Facilities for production of LPG. Should Seller
obtain or acquire alternate LPG supplies, Seller shall not be
obligated to allocate any such supplies to Buyer.
(c) If either Buyer's or Seller's performance hereunder
is delayed or prevented by Force Majeure for more than one
hundred eighty (180) consecutive days, the other party shall
have the right to terminate this Contract upon sixty (60)
days' prior notice after expiration of such period of one
hundred eighty (180) days to the other party provided that
such event of Force Majeure is not remedied within such period
of notice.
ARTICLE 16
EARLY TERMINA TION
16.1 Financing
Seller shall have the option, which shall be exercised
(if at all) by notice to Buyer given not later than September
30, 1986, to terminate this Contract sixty (60) days after the
date of the notice, without any liability to Buyer whatsoever
as a consequence of such termination, if Seller has not by the
date of such notice and by the specified date of termination
obtained, and executed or caused the execution of definitive
agreements for, financing which, in its sole opinion, (a) are
upon terms and conditions satisfactory to it and (b) cover the
full construction costs of the Arun and Bontang LPG Facilities
(together with whatever additions or alterations, if any, are
required to be made to the Arun and Bontang LNG Facilities by
virtue of construction and operation of the Arun and Bontang
LPG Facilities in order for Seller to maintain its commitments
to its buyers of LNG).
16.2 Governmental Approvals
Either Seller or Buyer shall have the option, which shall
be exercised (if at all) by notice to the other given not
later than September 30, 1986, to terminate this Contract
sixty (60) days after the date of the notice, without any
liability to the other whatsoever as a consequence of such
termination, if, by the date of such notice and by the
specified date of termination, all authorizations and
governmental approvals required for the performance of this
Contract have not been obtained.
16.3 Bankruptcy, etc.
If Buyer shall become insolvent or unable to pay its
debts as they mature, or commits or suffers any act of
bankruptcy (including filing or failing to have discharged any
petition in bankruptcy, reorganization, winding-up,
liquidation or similar proceeding, the appointment of a
receiver or trustee of Buyer or its assets, and assignment for
the benefit of its creditors or similar composition), then
Buyer shall be in material breach hereunder and (in addition
to such other remedies as it may have) Seller shall have the
right to terminate this Contract forthwith upon notice to
Buyer.
ARTIC LE
ARBIT RATION
Any dispute between Seller and Buyer in connection with
this Contract or the interpretation, performance or
non-performance hereof shall be finally settled by arbitrator
pursuant to the Rules of Conciliation and Arbitration of the
International Chamber of Commerce ("ICC"), in effect at that
time, by three (3) arbitrators appointed in accordance with
said Rules. The place at which such arbitration proceedings
shall be held shall be Paris, France and the arbitrators shall
be bound to apply the laws of the State of New York in
determination of the dispute. The award rendered by the
arbitrators shall be final and binding upon the parties, and
may be entered and enforced in any court having jurisdiction.
The arbitration proceedings shall be conducted in the English
language.
ARTIC LE 18
APPLI CABLE LAW
This Contract shall be governed by and interpreted in
accordance with laws of the State of New York, United States
of America.
ARTIC LE 19
CONFI DENTIALITY
Information or documents furnished by a party to the other
party hereunder in connection with the performance of this
Contract, and which the disclosing party identifies as
confidential, may not be used or communicated to third parties
without the agreement of Seller, in the case of information and
documents furnished to Buyer, and of the Buyer, in the case of
information and documents furnished to Seller. This restriction
shall not apply to information or documents which:
(a) have fallen into the public domain otherwise than
through the act of failure to act of the party that has
received them;
(b) are communicated to any Supplier or any Affiliate of
a party or a Supplier, with the obligation of the receiving
persons to maintain confidentiality;
(c) are communicated to legal counsel, accountants,
other professional consultants or advisers, underwriters or
lenders of a party or a Supplier, or other persons that are
participating in the implementation of sales of LPG from the
Arun and Bontang Facilities, with the obligation of the
receiving persons to maintain confidentiality;
(d) are communicated to contractors for or operators of
the Arun or Bontang Facilities, a Loading Port, any LPG
Tanker, or a Loading Terminal, provided that such
communication is necessary for the performance by a party of
its obligations under this Contract and provided further that
said contractors and operators shall be subject to an
obligation to maintain confidentiality; or
(e) are communicated to any governmental authorities of
Japan or the Republic of Indonesia, or the United States of
America, or the country of incorporation of any Supplier
claiming authority to require such disclosure, in accordance
with that authority.
The foregoing obligations of the parties shall survive the
termination of this Contract.
ARTICLE 20
NOTICES
All notices and other communications for purposes of this
Contract shall be in English and in writing, which shall include
transmission by telex, cable, or other electronic means such as
facsimile transmission, except that notices given from ships at sea
may be by radio in English. Notices and other communications given
by telex cable or other electronic means shall be confirmed by air
mail unless otherwise agreed by the parties. Notices and
communications shall be directed as follows:
A. To Seller at the following mail address :
PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA
(PERTAMINA)
Attention:
Bureau of Gas Marketing
Sub-Directorate of Foreign Marketing
Medan Merdeka Timur 1A,
Jakarta Pusat, Indonesia
and at the following cable and telex addresses --
cable: PERTAMINA
JAKARTA, INDONESIA VIA RCA
Attention:
Bureau of Gas Marketing
Sub-Directorate of Foreign Marketing
telex: PERTAMINA
44134 or 44152
JAKARTA, INDONESIA
facsimile: 62-21-343882
B. To Buyers at the following mailing addresses:
COSMO OIL CO., LTD.
Attention:
and at the following cable, telex and facsimile
addresses:
telephone:
cable:
telex:
FACSIMILE:
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
B. To Buyers at the following mailing addresses:
MITSUBISHI CORPORATION
Attention: Gas Department B
6-3, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100, Japan
and at the following cable, telex and facsimile
addresses:
telephone: 81-3-210-2121 (Switch)
81-3-210-6041
cable: MITSUBISHI TOKYO
telex: J33333 MCTOK A
FACSIMILE: 81-3-21C-8071
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
B. To Buyers at the following mailing addresses:
NIPPON PETROLEUM GAS CO., LTD.
Attention: Supply Department
4-2, Marunouchi 3-Chome,
Chiyoda-ku, Tokyo 100, Japan
and at the following cable, telex and facsimile
addresses:
telephone: 81-3-286-4872
cable: NIPPETGASCO
telex: 222-8308 NPGCTK-J
FACSIMILE: 81-3-214-3661
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
B. To Buyers at the following mailing addresses:
SHOWA SHELL SEKIYU K.K.
Attention: LPG Division
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo 100, Japan
and at the following cable, telex and facsimile
addresses:
telephone: 81-3-581-9326 (Direct)
cable: SHELL
telex: J22373 SHELLTOK
FACSIMILE: 81-3-581-9304
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
B. To Buyers at the following mailing addresses:
KYODO OIL CO., LTD.
Attention: International Trade Department
11-2, Nagata-Cho 2-Chome,
Chiyoda-ku, Tokyo 100, Japan
and at the following cable, telex and facsimile
addresses:
telephone: 81-3-593-6309
cable: KDOCO SUNWAY
telex: 222-5297 KYOOIL J
J28872 KYODOIL
FACSIMILE: 81-3-581-2158
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
B. To Buyers at the following mailing addresses:
IDEMITSU KOSAN CO., LTD.
Attention: Overseas Operations Department
1-1, Marunouchi 3-chome
Chiyoda-ku, Tokyo 100, Japan
and at the following cable, telex and facsimile
addresses:
telephone: 81-3-213-3111
cable: -
telex: J22219 IDEMITSU
FACSIMILE: 81-3-211-3521
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
B. To Buyers at the following mailing addresses:
MITSUI LIQUEFIED GAS CO., LTD.
Attention: Supply & Operations Dept.
Yaesudai Building
1-1, Kyobashi, 1-chome,
Chuo-Ku, Tokyo 104, Japan
and at the following cable, telex and facsimile
addresses:
telephone: 81-3-276J-7121
cable: MITLPG
telex: 2225347 MITLPG J
FACSIMILE: 81-3-276-7043
Either party may designate additional addresses for
particular communications as required from time to time, and
may change any address, by notice given thirty (30) days in
advance of such addition or change. Immediately upon
receiving communications by telex, cable, facsimile or radio,
a party shall acknowledge receipt by the same means (or may
acknowledge receipt of facsimile by telex or cable), and may
request a repeat transmittal of the entire communication or
confirmation of particular matters.
If the sender receives no acknowledgement of receipt
within twenty-four (24) hours, or receives a request for
repeat transmittal or confirmation, said party shall repeat
the transmittal or answer the particular request. Unless
otherwise expressly provided herein, all notices hereunder
shall become effective upon receipt, and for the purposes
hereof, "receipt" in the case of a telex shall refer to a
message sent for which an "answer-back" was received by the
sender. Prior to the date of First Loading, the parties shall
establish radio channels, frequencies and procedures for all
communications between
LPG Tankers, the Arun and Bontang Facilities and the
authorities for each Loading Port and Loading Terminals.
ARTICLE 21
ASSIGNMENT
Neither this Contract nor any rights or obligations
hereunder may be assigned by Buyer without the prior written
consent of Seller, or by Seller without the prior written
consent of the Buyer.
ARTIC LE 22
AMEND MENTS
This Contract may not be amended, modified, varied or
supplemented except by an instrument in writing signed by the
President-Director or other duly authorized representative of
Seller and by a Director or other duly authorized representative of
Buyer.
Performance of any condition or obligation to be performed
hereunder shall not be deemed to have been waived or postponed
except by an instrument in writing signed by an authorized
signatory, as specified in the preceding paragraph, of the party
who is claimed to have granted such waiver or postponements.
ARTICLE 23
ENTIRE AGREEMENT
This Contract constitutes the entire agreement between the
parties relating to the subject matter hereof and supersedes and
replaces any provisions on the same subject contained in any other
agreement or communications between the parties prior to the
execution of this Contract, whether written or oral.
ARTICLE 24
LANGUAGE OF THE CONTRACT
This Contract has been made and executed only in the English
language.
ARTICLE 25
HEADINGS
The headings and captions in this Contract are inserted solely
for the sake of convenience and shall not affect the interpretation
or construction of this Contract.
ARTICLE 26
COUNTERPARTS
This Contract has been executed in two (2) identical
counterparts, each of which shall have the force and dignity of an
original, and both of which shall constitute but one and the same
Contract.
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK COSMO OIL CO., LTD.
DAN GAS BUMI NEGARA (PERTAMINA)
By /S/ A.R. RAMLY By /S/ T. KOJIMA
PRESIDENT DIRECTOR GENERAL MANAGER
GAS DEPT.
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK MItSUBISHI CORPORATION
DAN GAS BUMI NEGARA (PERTAMINA)
By /S/ A.R. RAMLY By /S/ O. MOTOOKA
PRESIDENT DIRECTOR GENERAL MANAGER
GAS DEPT.
B
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK NIPPON PETROLEUM GAS
DAN GAS BUMI NEGARA (PERTAMINA) CO., LTD.
By /S/ A.R. RAMLY By /S/ M. YUASA
PRESIDENT DIRECTOR PRESIDENT
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK SHOWA SHELL SEKIYU K.K.
DAN GAS BUMI NEGARA (PERTAMINA)
By /S/ A.R. RAMLY By /S/ K. KASUGA
PRESIDENT DIRECTOR GENERAL MANAGER
LPG DIVISION
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK KYODO OIL CO., LTD.
DAN GAS BUMI NEGARA (PERTAMINA)
By /S/ A.R. RAMLY By /S/ S. SHIMURA
PRESIDENT DIRECTOR GENERAL DIRECTOR AND
GENERAL MANAGER
INTERNATIONAL TRADE
DEPARTMENT
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK IDEMITSU KOSAN CO., LTD.
DAN GAS BUMI NEGARA (PERTAMINA)
By /S/ A.R. RAMLY By /S/ A. IDEMITSU
PRESIDENT DIRECTOR DIRECTOR AND
GENERAL MANAGER
OVERSEAS OPERATIONS
DEPARTMENT
IN WITNESS WHEREOF, each of the parties has caused this
Contract to be executed in Jakarta by its duly authorized
representative as of the date first written above.
SELLER : BUYERS:
PERUSAHAAN PERTAMBANGAN MINYAK MITSUI LIQUEFIED GAS CO., LTD.
DAN GAS BUMI NEGARA (PERTAMINA)
By /S/ A.R. RAMLY By /S/ S. SUZUKI
PRESIDENT DIRECTOR MANAGING DIRECTOR
GAS DEPT.
WITNESS:
MITSUI & CO., LTD.
By : /S/ T. KINOSHITA
GENERAL MANAGER
GAS DIVISION
Exhibit A
(Sample) Notice to Buyer of Build-up Year 1988 Fixed Quantities
Exhibit B
Estimate of Allocation of Propane and Butane
in accordance with Article 5.3 (b) (i)
Exhibit C
Production Forecast of Production Quantities
of Propane and Butane, 1988 th rough 1990
Exhibit D
Specifications
Attachment 2
Testing Method of LPG Residual Matter
(Mass Analysis Method)
Attachment 3
Precision for Residual Matter
Exhibit E
Procedure for Calculating Annual Demurrage Rate
Exhibit F
Example of Calculation of Contract Sales Prices
in accordance with Article 6.2 (b)
Appendix A
Measurement and Sampling Procedures
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
SHOWA SHELL SEKIYU K.K.
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
SHOWA SHELL SEKIYU K.K.
By: /S/ K. SASUGA
GENERAL MANAGER LPG DIV.
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
COSMO OIL CO., LTD.
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
COSMO OIL CO., LTD.
By: /S/ T. KOJIMA
GENERAL MANAGER
GAS DEPARTMENT
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
KYODO OIL CO., LTD.
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
SHOWA SHELL SEKIYU K.K.
By: /S/ S. SHIMURA
MANAGING DIRECTOR
AND GENERAL MANAGER,
INTERNATIONAL TRADE DEPT.
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
MITSUI LIQUEFIED GAS CO., LTD.
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
SHOWA SHELL SEKIYU K.K.
By: /S/ S. SUZUKI
MANAGING DIRECTOR
WITNESS:
MITSUI & CO., LTD.
By: /S/ T. KINOSHITA
GENERAL MANAGER
GAS DIVISION
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
IDEMITSU KOSAN CO., LTD.
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
SHOWA SHELL SEKIYU K.K.
By: /S/ A. IDEMITSU
DIRECTOR AND GENERAL MANAGER
OVERSEAS OPERATIONS DEPT.
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
NIPPON PETROLEUM GAS CO., LTD.
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
SHOWA SHELL SEKIYU K.K.
By: /S/ M. YUASA
PRESIDENT
July 15, 1986
SIDE LETTER TO
LPG ARUN AND BONTANG
SALES AND PURCHASE CONTRACT
MITSUBISHI CORPORATION
Dear Sirs,
I. Sales of Additional Quantities
During our discussions leading to the execution today of the LPG
Sales and Purchase Contract (the "Contract"), you have indicated
your interest in considering the purchase of quantities of LPG
from the LPG Facilities in addition to those which are to be sold
and purchased under the Contract.
It is anticipated that, in addition to the quantities you have
agreed to purchase under the Contract, additional quantities of
LPG may from time to time be available for additional sales.
Pertamina may wish under such circumstances to sell such
additional quantities, either under long-term or short-term
contracts, as spot sales, or any combination of these
arrangements.
Having in mind the business relationship which has been
established between Pertamina and you, Pertamina wishes to
provide to you the opportunity to purchase such additional
quantities to the extent Pertamina is able to do so consistent
with its existing commitments, including the obligations of
Pertamina under its other LPG sales contracts.
You can be assured that Pertamina will inform you of the
availability of excess quantities of LPG before selling such
quantities to parties other than yourself, and will, if you wish,
enter into discussions with you to determine whether Pertamina
and you can reach agreement on terms and conditions of sale with
respect to such excess quantities.
We all must understand, however, that Pertamina will retain its
right to sell such additional quantities to third parties if,
after discussions with you, we are unable to reach agreement on
terms and conditions of sale, including price, quantities, time
of deliveries, term of contract and other similar important
matters.
II. Conditions of Use
Conditions of Use ("COU") for the Arun and Bontang Loading Ports
will be signed by the master of each LPG Tanker before using such
Loading Ports' facilities. However, in view of the general COU
terms, it is necessary to agree to the principle for determining
liability under the COU with regard to LPG Tankers using the
Loading Ports for which adequate insurance is available to
protect the interests of all parties, taking into account the
current availability of protection and indemnity cover.
After signing of the Contract, legal advisers and insurance
advisers of Seller, Buyer and Buyer's transporters shall
cooperate to modify the obligations under the COU for LPG Tankers
in a manner consistent with the attached drafts.
III. Relationship with LNG Processing
It is understood that the production of LPG at the Arun and
Bontang Facilities (as defined in the Contract) is dependent on
the processing of Natural Gas into LNG and that any interruption,
curtailment or suspension of LNG production or deliveries of LNG
at the Arun or Bontang Facilities will directly and adversely
affect the production and availability for export of LPG from
such Facilities.
Furthermore, Seller has entered into and made certain commitments
prior to the date hereof to its LNG buyers in respect of
operational limitations, quantities and specifications of LNG
produced at the Arun and Bontang Facilities.
The annual Fixed Quantities (as defined in the LPG Sales and
Purchase Contracts) have been determined as of the date hereof
after taking these quantities, specifications and limitations
into account.
As soon as Seller becomes aware of any circumstance which may
require Seller to take action to meet the above commitments which
would affect LPG production Seller shall promptly enter into good
faith discussions with Buyer to determine whether alternative
action is available or possible that could enable Seller to
satisfy both its commitments to Buyer as well as the commitments
referred to above. It is understood that Seller shall take
reasonable actions to avoid the occurrence of any event which
would affect LPG production. However, if Seller nevertheless
determines that it must take action which affects LPG production,
such circumstances would constitute an event of Force Majeure
under the Contract.
If you are in agreement with the foregoing, please indicate your
concurrence by signing a copy of this letter in the space
provided below.
Very truly yours,
PERUSAHAAN PERTAMBANGAN MINYAK
DAN GAS BUMI NEGARA (PERTAMINA)
By: /S/ A.R. RAMLY
PRESIDENT DIRECTOR
Consented and Agreed to
SHOWA SHELL SEKIYU K.K.
By: /S/ O. MOTOOKA
GENERAL MANAGER
GAS DEPARTMENT B