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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."
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
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
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
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
Interpretation
Sale and Purchase Obligation
Term
Quantity
Delivery
Quality
Price
Invoicing and Payment
Credit Support
Take or Pay
Make-up Gas
Measurement
Transportation
Title and Risk
Force Majeure
Assignment
Confidentiality
Representations and Warranties
Liabilities and Indemnities
Insurance
Default
Termination
Dispute Resolution
Governing Law
Health and Safety
Environmental Compliance
Emergency Procedures
Maintenance
Regulatory Compliance
Notices
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Anti-Corruption
Competition Law Compliance
Change in Law
Records and Audit
Operational Communications
Energy
Oil & Gas
Power Generation
Industrial Manufacturing
Utilities
Chemical Processing
Mining
Infrastructure
Legal
Commercial
Operations
Trading
Risk Management
Regulatory Compliance
Technical Operations
Business Development
Procurement
Environmental Compliance
Finance
Quality Control
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
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