APPENDIX G: FINANCIAL GUARANTEE TEMPLATE. Version dated [01/11/2017]

Transcription

1 APPENDIX G: FINANCIAL GUARANTEE TEMPLATE Version dated [01/11/2017]

2 1 DEMAND GUARANTEE We, the undersigned, duly incorporated according to the laws of the Republic with the registered office located at: registered in the [City name] Trade and Companies Register under the number represented by duly authorised by a decision of on [Click here to enter a date.] enclosed in the appendix, hereby accept to give Transport Infrastructures Gaz France, Société Anonyme [French limited liability company] with a share capital of [17,579,088], with its registered office located at: Espace Volta, 40 avenue de l'europe PAU registered in the [Pau] trade and companies register, under the number B [ ] ( TIGF ), an independent first request guarantee for the obligations of [Company name], with the registered office located at: registered in the [City name] Trade and Companies Register under the number, (the Customer ), under the contract with reference concluded between and (the Contract ), dated [Click here to enter a date.] under the conditions stated below (the Guarantee ). The definite terms used have the meaning assigned to them in this Guarantee. The terms which are not defined in this Guarantee have the meaning assigned to them in the Contract. 2

3 THE FOLLOWING IS HEREBY AGREED: 1) We hereby agree, expressly, irrevocably and unconditionally, to pay on first demand any sum within the limit of a maximum (as defined below in paragraph 7) which TIGF may claim in respect of this Guarantee, with effect from the date referred to in paragraph 4 below and for the entire period of the Guarantee as referred to in paragraph 4 below. 2) The Guarantee will be implemented by TIGF sending the Guarantor a demand, according to the template enclosed with this document, entitled "Single appendix - notification template". The Guarantor acknowledges and accepts that this request shall be sufficient for the execution of the Guarantee, up to the limit of the maximum amount (as defined below in paragraph 7). This demand must indicate the sum demanded in respect of the Guarantee; TIGF may send several such demands in respect of the Guarantee to the extent that the total of the sums paid accordingly by the Guarantor at TIGF s demand does not exceed the maximum sum defined below in paragraph 7. 3) The Guarantee constitutes an autonomous guarantee; it is independent of the Customer s obligations under the Contract. The Guarantor hereby expressly and irrevocably waives its right to rely on any present, past or future relationship between the Customer and TIGF or between the Customer and the Guarantor with the aim of objecting to the payments provided at paragraph 1 above. 4) The Guarantee is effective as of [Click here to enter a date.] [Effective date of the contract for the first year or effective date of the contract renewal, plus three months, for the following years]. The Guarantee terminates on [Click here to enter a date.] [Contract expiration date plus 3 months]. 5) As the Guarantee is autonomous, the Guarantor acknowledges and accepts that it will remain bound by its obligations as Guarantor in respect of the Guarantee regardless of the validity or absence of validity of the Contract. 6) The Guarantor hereby declares and guarantees that: a. it is a [company type] company, duly formed in accordance with the laws of the Republic [Country name], which has a legal personality and full legal capacity and power to carry on the activities in which it is currently engaged, to supply the Guarantee and to fulfil all its obligations in respect of the Guarantee; b. [name of Guarantor s representative] is duly empowered to sign the Guarantee. 6.1 The Guarantor may not transfer any of their rights or obligations under the Guarantee without the prior, written agreement of TIGF. 6.2 At any time, TIGF may transfer all or part of its rights under the Guarantee, subject to the prior agreement of the Guarantor, who agrees not to set forth any refusal without reasonable grounds. Any reference to TIGF in the Guarantee includes its assignees, heirs and successors (following any assignment or transfer whatsoever). 3

4 6.3 All payments that must be made by the Guarantor in respect of the Guarantee will be: made within the time-scales and at the places indicated in the demand which TIGF may issue in accordance with paragraph 2 above and, in all events, no later than five business days following receipt by the Guarantor of the demand; free of all dues, taxes or expenses of any sort (present and future) which might otherwise be deducted, debited or retained; and free of any offsetting or counter-claim relating to any sum that might be due by TIGF to the Guarantor in respect of any other contract or legal relationship. 7) The maximum amount is: [in letters and figures] euros. 8) No waiver of the implementation of one or more of the provisions in the Guarantee will be valid unless formulated in writing and signed by TIGF. No delay or objection on the part of TIGF shall amount to any waiver or be interpreted as such. The rights and powers, as well as the interpretation made by TIGF of these rights and powers in respect of the Guarantee, are in addition to and do not exclude or substitute for those conferred upon it by the law, any other contract or any other security of which TIGF is the beneficiary. 9) All notices or other correspondence in respect of the Guarantee or in connection with the Guarantee will be served by facsimile or by letter sent recorded delivery with acknowledgement of receipt to the following addresses: o for the Guarantor: For the attention of Address: Telephone number: Fax number: o for TIGF: For the attention of Address: Telephone number: Fax number: The Guarantee will be governed and interpreted in accordance with French law. Any dispute relating to the Guarantee will be brought before the Commercial Court of [City name] [in accordance with the Contract] Signed in [City name], On the [Click here to enter a date.] Signature of the Guarantor: [name of the guarantor] represented by: [name of the representative of the guarantor] 4

5 2 SINGLE APPENDIX: NOTIFICATION TEMPLATE [Headed notepaper of the Recipient] [name and address of the Shipper's bank] [date] Guarantee no. Re: First request bank guarantee dated Dear Sir/Madam, We are writing to you regarding the bank guarantee dated We hereby inform you that we are enforcing the aforementioned guarantee for a sum of EUR (the Amount for Which the Guarantee is Enforced"), and we hereby request that you transfer this Amount to the following bank account: Account holder: Bank name: Bank code: Sort code: Account number: 2-digit security number: IBAN: BIC: The payment must be made within five (5) business days of receipt of this notification. Yours sincerely, On behalf of the Beneficiary by: 5

6 3 REQUEST FOR EXEMPTION OF GUARANTEE RENEWAL BY THE DORMANT STATUS Any request for conversion to Dormant Status must be done in April of in November within the call of Guarantee renewal by the TSO. Request template : To : TIGF Backoffice-atr < backoffice-atr@tigf.fr > From : [Requestor] [Name and address of Requestor] Subject : Request for conversion to Dormant Status and to derogate from renewing the Guarantee at the Date : --/--/---- Dear Madam, Sir, We would like to convert our Transport Contract N to Dormant Status as defined in the General Terms and Conditions of my Transport Contract. N Guarantee : For an Amount of [ ] EUR Yours Faithfully, The Inactive Transport Shipper is fully aware of the consequences of the Dormant Status: - The rights of subscription and/or Notification are disabled (TETRA and PRISMA) by the TSO; - The reinstatement of the hereabove rights is done by the renewal of the Guarantee as per defined in the Article 8 of the General Terms and Conditions of the Transport Contract. The Transport Shipper must provide the said Guarantee one (1) month at the latest, before the tentative date of activity (Subscription and/or Notification) by the Shipper. As a matter of fact, the reinstatement is not immediate. 6