Gas Sales Agreement Template for Philippines

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Key Requirements PROMPT example:

Gas Sales Agreement

"I need a Gas Sales Agreement governed by Philippine law for the supply of natural gas to our manufacturing facility in Manila, with delivery starting January 2025, including specific provisions for daily quantity variations and emergency supply procedures during peak production periods."

Document background
The Gas Sales Agreement (GSA) is a fundamental commercial contract used in the Philippine energy sector to establish the legal and operational framework for natural gas transactions. This document is essential when a gas supplier intends to sell and a buyer intends to purchase natural gas on a long-term basis. It becomes particularly relevant in the context of the Philippines' growing natural gas market and the government's push for cleaner energy sources. The agreement must comply with Philippine energy regulations, particularly the Downstream Oil Industry Deregulation Act and Department of Energy directives. It typically includes detailed provisions on gas specifications, delivery commitments, pricing mechanisms, measurement procedures, and operational protocols, often incorporating take-or-pay obligations and force majeure provisions specific to the Philippine context.
Suggested Sections

1. Parties: Identification of the seller and buyer, including their legal status and registered addresses

2. Background: Context of the agreement, including relevant licenses and authorizations held by parties

3. Definitions and Interpretation: Definitions of technical and commercial terms, and rules of interpretation

4. Sale and Purchase Obligation: Core obligations of the parties including take-or-pay provisions and annual contract quantities

5. Delivery Point and Title: Specification of the delivery point and transfer of title and risk

6. Quality and Measurement: Gas quality specifications and measurement procedures

7. Price and Payment: Gas price, price adjustment mechanisms, invoicing, and payment terms

8. Nominations and Scheduling: Procedures for nominating gas quantities and delivery scheduling

9. Term and Termination: Duration of the agreement and termination rights

10. Force Majeure: Definition and consequences of force majeure events

11. Warranties and Representations: Standard warranties and representations of both parties

12. Liability and Indemnification: Allocation of risks and liabilities between parties

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

14. Confidentiality: Protection of confidential information

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Transportation: Required if seller is responsible for gas transportation beyond delivery point

2. Minimum Take Obligations: Detailed take-or-pay provisions if applicable

3. Make-up Gas: Terms for making up shortfalls in take-or-pay quantities

4. Capacity Reservation: Terms for reserving capacity in transportation or storage facilities

5. Security: Required if either party must provide performance security or parent company guarantees

6. Carbon Credits: Provisions dealing with carbon credits or environmental attributes

7. Emergency Procedures: Required for critical supply arrangements

8. Change in Law: Specific provisions for handling regulatory changes in the Philippine energy sector

Suggested Schedules

1. Schedule 1 - Gas Specifications: Detailed technical specifications for the gas to be delivered

2. Schedule 2 - Measurement Procedures: Detailed procedures for gas measurement and testing

3. Schedule 3 - Price Calculation: Detailed formula and methodology for price calculation and adjustment

4. Schedule 4 - Nomination Procedures: Detailed procedures for gas nomination and scheduling

5. Schedule 5 - Delivery Point Specifications: Technical specifications of the delivery point facilities

6. Schedule 6 - Contact Details: Contact information for key personnel and notices

7. Schedule 7 - Form of Parent Company Guarantee: Standard form of parent company guarantee if required

8. Schedule 8 - Testing and Calibration: Procedures for testing and calibrating measurement equipment

9. Appendix A - Operating Procedures: Detailed operating procedures and protocols

10. Appendix B - Quality Testing Procedures: Detailed procedures for testing gas quality

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Actual Delivered Quantity
Adjusted Contract Price
Affiliate
Annual Contract Quantity
Annual Delivery Program
Applicable Law
Authorized Representative
Available Quantity
Banking Day
Base Price
British Thermal Unit (BTU)
Business Day
Buyer's Facilities
Carbon Credits
Commercial Operations Date
Commissioning Period
Competent Authority
Contract Price
Contract Year
Daily Contract Quantity (DCQ)
Daily Nominated Quantity
Day
Declared Force Majeure
Delivery Point
Delivery Pressure
Delivery Temperature
Department of Energy
Emergency
Energy Regulatory Commission
Expert
Expiry Date
Facilities
Failed Quantity
Force Majeure Event
Gas
Gas Specification
Governmental Authority
Gross Calorific Value
Hour
Initial Delivery Date
Installation
Interconnection Point
Interest Rate
Joule
Maintenance Schedule
Make-up Gas
Maximum Daily Quantity
Measurement Equipment
Meter Reading
Minimum Daily Quantity
Minimum Take Obligation
Month
Monthly Invoice
Natural Gas
Nomination
Non-Specification Gas
Off-Specification Gas
Operating Procedures
Party/Parties
Payment Due Date
Philippine Peso
Pipeline
Pipeline Operator
Planned Maintenance
Point of Delivery
Price Adjustment Date
Quality Specifications
Quarter
Reasonable and Prudent Operator
Related Entity
Seller's Facilities
Shortfall Quantity
Specification Gas
Standard Cubic Meter
Start Date
System Emergency
Take
Technical Standards
Term
Termination Notice
Testing Procedures
Transportation Agreement
Transportation System
Unit of Measurement
Week
Wilful Misconduct
Year
Clauses
Relevant Industries

Energy

Oil & Gas

Power Generation

Industrial Manufacturing

Utilities

Chemical Processing

Mining

Infrastructure

Relevant Teams

Legal

Commercial

Operations

Trading

Risk Management

Regulatory Compliance

Technical Operations

Business Development

Procurement

Environmental Compliance

Finance

Quality Control

Relevant Roles

Energy Trading Manager

Commercial Director

Gas Supply Manager

Legal Counsel

Operations Manager

Risk Manager

Regulatory Compliance Officer

Technical Operations Supervisor

Contract Administrator

Business Development Manager

Energy Procurement Manager

Chief Commercial Officer

Head of Gas Trading

Environmental Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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