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AGREEMENT This Gas Transmission Agreement is made and entered into as of the [...] Day of [ ] by and between GAIL (India) LIMITED, a company registered under Companies Act 1956, having its registered office at 16, Bhikaiji Cama Place, R K Puram., New Delhi- 110066 hereinafter referred to as "GAIL" or the "Transporter'" (which expression shall, unless repugnant to the meaning or context thereof, include its successors and permitted assigns) of the one part. and Bharat Petroleum Corporation Ltd, a company registered under Companies Act 1913, having its registered office at 4&6 Currimbhoy Road, Ballard Estate, Mumbai 400001, hereinafter referred to as "Shipper" (which expression shall, unless repugnant to the meaning or context thereof, include its successors and permitted assigns) of the other part. The Transporter and the Shipper shall be individually referred to herein as a "Party" and collectively as the "Parties" A. Petronet LNG Limited ("PLL ") has entered into a LNG Sale and Purchase Agreement ("LNG SPA"') with Ras Laffan Liquefied Natural Gas Company Ltd. - III to import LNG from Qatar to Dahej Terminal in India. PLL has further entered into Gas Sale Purchase Agreement ("GSPA") with the Shipper and similar gas sale and purchase agreements separately with Other Shippers for the supply of Gas in such quantities as is set forth therein. The Shipper's share of such Gas at the time of signing of this Agreement ("Ownership Share") is 10% (Ten percent) of total Gas to be sold by PLL. B. The Shipper and the Other Shippers for operational convenience, have agreed to co- operate in transmission of individual share of Gas received at the Delivery Point at Dahej Terminal, and desire that the share of the Gas belonging to the Shipper and the Other Shippers will be transmitted in the Transmission System already owned or which may be constructed installed by the Transporter and redelivered at the Redelivery Points to the Consumers designated by the Shipper and the Other Shippers in compliance with the Shipper's and Other Shipper's Gas Sales Agreements (GSA) with those Consumers and the Shipper and Other Shippers shall pay the Prevailing Transportation Tariff for the provision of such services for their respective share of Gas so transmitted. C. The Transporter owns necessary pipeline infrastructure, Gas processing, ancillary Gas Transmission and Compression Facilities and expertise for processing, transmission and distribution of Gas. D. The Transporter is willing to provide the services of receiving and transmitting Gas from Dahej Terminal, either through its existing network or by commissioning new pipelines along with other necessary Gas Transmission facilities and redelivering the Gas to the Shipper but up to a maximum capacity reserved by the Shipper on the terms and conditions set out in this Agreement. E. The Shipper, the Other Shippers and PLL have agreed to enter into a Shipper's Co- ordination Agreement for the operational management of this Agreement and the areas of interface between the Agreement and GSPA and similar agreements of Other Shippers. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS ARTICLE 2 SCOPE, DURATION AND TERMINATION 2.1 SCOPE The Transporter agrees to receive for and on behalf of the Shipper, at the Delivery Point and transport and re-deliver at Re-delivery Points, and the Shipper agrees to cause PLL to deliver at the Delivery Point and cause Consumers to receive redelivery at the Redelivery Points. Gas up to the Shipper's MRDQ and pay the Transporter for such services of transmission and redelivery of Gas in accordance with the terms and conditions of this Agreement for the Contract Period. 2.2 DURATION (i) This Agreement shall come into force on the date hereof and, unless subject to early termination as provided in Article 2.4 hereinafter, shall remain in full force and effect until the expiry of the Basic Contract Period or for any further period beyond the Basic Contract Period in accordance with Articles 2.2 (ii), 2.2 (iii) and 2.2 (iv). (ii) If Shipper wishes to extend the Basic Contract Period for a period of time (such period of time, commencing the first Day immediately following the last Day of the Twenty Fifth Contract Year and ending on the expiration of the last Day of such period of time, herein called the "Extension Period") in line with the extension provisions in the GSPA, the Shipper shall notify the Transporter of such extension in writing no later than June 30, 2023. Upon receipt of notice of such extension by the Transporter, the Transporter and Shipper may mutually agree to an Extension Period and may amend the provisions and terms of this Agreement in connection with any such Extension Period. (iii) If there is any Gas that remains outstanding for delivery by PLL to Shipper pursuant to the terms of the GSP A, at the end of the Basic Contract Period or the Extension Period, if any, then the Contract Period (as it then comprises the Basic Contract Period and the Extension Period, if any) shall be extended by a period of up to twelve (12) calendar months commencing the Day immediately following the last Day of the Basic Contract Period or, if there is an Extension Period, by a period of up to twelve (12) calendar months commencing the Day immediately following the last Day of such Extension Period (the "Recovery Period") For the purpose of any extension in accordance with this Article 2.2(iii), the Shipper shall provide at least 90 Days notice prior to the beginning of such extension period. (iv) If, at the end of the Recovery Period, any quantities of Gas still remain outstanding on account of the Shipper from PLL pursuant to the terms of the GSPA or any additional quantities of Gas scheduled for delivery but not delivered to the Shipper by PLL pursuant to the terms of the GSPA the Parties shall discuss in good faith an extension of the Recovery Period of sufficient duration for Shipper to transmit such Gas to be recovered from PLL, then the Contract Period (as it then comprises the Basic Contract Period, the Extension Period (if any) and the Recovery Period) shall be extended by such extension period, if any, agreed between the Par1ies (the "Extended Recovery Period"). For the purpose of any extension in accordance with this Article 2.2(iv), the Shipper shall provide at least 90 Days notice prior to the beginning of such extension period. (iv) The Basic Contract Period and the Extension Period, if any, shall be divided into ( Contract Years. 2.3 Transporter shall be obliged to provide capacity not exceeding the Shipper's MRDQ in the Transmission System for transmission of Gas during the Recovery Period and the Extended Recovery Period. 2.4 EARLY TERMINATION 2.4 .1 By Transporter The Transporter may terminate the Agreement with the Shipper where the Shipper continues to default in payments for a continuous period of one hundred and eighty (180) days. 2.4.2 By the Shipper The Shipper may terminate the Agreement with the Transporter for (a) failure of the Transporter to complete its i'acilities in accordance with article 3.4 (b) following completion., subsequent failure of the Transporter to transmit and redeliver Gas to the Redelivery Points equivalent to SOO!O of the Shipper's Authorised Volume for a continuous period of one hundred and eighty (180) days . 2.5 EFFECT OF TERMINATION i. Termination hereof by any of the Parties for any reason shall not constitute a waiver of or, in any way, prejudice any other rights or remedies available to the Party under this Agreement, in equity , or law. 2.6 If the Shipper's GSPA with PLL is terminated for reasons not attributable to the Shipper, earlier than the full Contract Period, Transporter and the Shipper shall discuss in good faith as to how the financial consequences of such termination of the GSPA shall be mitigated. ARTICLE 3 COMMISSIONING AND COMMENCEMENT 3.1 NOTICE OF READINESS BY SHIPPER AND TRANSPORTER (a) Shipper shall provide written notice to Transporter, in the manner set forth below in this paragraph (a), of the date (the "Shipper's Readiness Date") on which Shipper shall cause PLL - to commence delivery of the Line Fill Quantity , required by the Transporter for pressurization of the Transporter's Facilities, from Dahej Terminal Shipper shall, no later than ………….. notify Transporter of the Shipper's Readiness Date falling within the period ……… 2004 to …….. 2004; and (b) On or before ……….. 2004, Transporter shall provide written notice to the Shipper of a date (the "Transporter's Readiness Date") occurring not later than six (6) days from the date of such notice by the Transporter, and falling within the period ………., 2004 to ………2004, on which date Transporter shall be ready to receive delivery of and take the Line Fill Quantity from Dahej Terminal in accordance with this Transmission Agreement. (c) The later of the Shipper's Readiness Date and the Transporter's Readiness Date is herein called the “Initial Supply Date." 3.2 COMISSIONING PERIOD (a) The Transporter shall conduct the Transporter's Facilities Tests and complete the Transporter's Facilities Commissioning during the period commencing the Initial Supply Date and ending on the day immediately preceding the Commencement Date ("Commissioning Period"). The Dahej Terminal and the facilities of the Shipper's Consumers shall also be tested and commissioned during the Commissioning Period. (b) Within 45 Days after the Initial Supply Date, the Transporter shall receive at the Delivery Point the Line Fill Quantity from PLL. (c) Following delivery of the Line Fill Quantity and prior to commencement of Dahej Terminal Availability Tests, the Transporter shall receive (in case the Shipper so deliver), at the Delivery Point, thirty percent of the Dahej Terminal Stabilisation Quantity based on a delivery schedule to be mutually agreed upon by Shipper and Transporter. This obligation of Transporter shall be subject to off-take by Consumer. (d) After delivery of the Line Fill Quantity and Dahej Terminal Stabilisation Quantity, from the date that is three (3) Days after the notice given by the Shipper in accordance with Article 3.2(d)(i), Shipper may tender for transmission that quantity of the Test Quantity Gas as is necessary for PLL to conduct and complete the Dahej Terminal Availability Tests and the Dahej Terminal Commissioning and the Transporter shall receive, such Gas provided that: Shipper shall have provided Transporter three (3) days prior notice of any, Dahej Terminal Availability Tests that PLL desires to conduct; and (ii) During the period from such delivery until the end of the Commissioning Period, Transporter shall have no obligation to transmit Gas that is in excess of the total of all the Shipper's Ownership Shares of the Maximum Availability Test Gas Quantity . (e) In each case of the immediately preceding paragraphs (b), (c) and (d), Shipper shall ensure that the pressure of the Gas delivered at the Delivery Point, shall not be greater than 94.8 Bar(a) and Transporter shall ensure that it will, maintain a pressure at the Delivery Point of not greater than 94.8 Bar(a) 3.3 COMMERCIAL SUPPLY (a) Shipper shall provide written notice to Transporter of the date (the "Shipper' Commencement Date") on which Shipper is prepared to commence Commercial Supply. If the Shipper's Commencement Date is a date after March 31, 2004 the Commercial Supply shall commence on and from the Shipper's Commencement Date. (b) In the event that Shipper notifies the Transporter that it is prepared to commence Commercial Supply on or prior to April 1, 2004(Target Date), Transporter may give the Shipper written notice of a date on or prior to March 31, 2004 on which Transporter is prepared to commence Commercial Supply (the "Transporter's Commencement Date") in which case Commercial Supply shall commence on the later of the Shipper's Commencement Date and Transporter's Commencement Date. For the avoidance of doubt, if Transporter does not provide Shipper with written notice in accordance with this Article 3.3(b), Commercial Supply shall commence on and from the Target Date. 3.4 COMPLETION OF FACILITIES On or before the Initial Supply Date the Transporter shall complete the construction, installation, tie-in and certification of the Transporter's Facilities downstream of the Delivery Point and upstream of the Redelivery Points and the Shipper shall procure to be completed the facilities upstream of the Delivery Point and downstream of the Redelivery Points. 3.5 LINE FILL QUANTITY Prior to the Commencement Date, the Transporter shall build up the Line Fill Quantity pursuant to the need of meeting the redelivery requirement of the Shipper to the consumers. Subject to Article 4.2.2 after Commencement Date, in the event the quantity of Gas delivered by Shipper at the Delivery Point falls short of the Redelivery demand of the Shipper’s Customers, then the Redelivery obligation of the Transporter shall stand reduced accordingly. 3.6 SHIPPER'S FAILURE TO DELIV'ER 3.6.1 In the event Commercial Supply does not occur on or before the Target Date due to: (i) the failure of PLL to make available the Line Fill Quantity to to be delivered in accordance with Article 3.2(b) (ii) the failure of Shipper to notify Transporter of the Shipper’s Readiness Date in accordance with Article 3. 1. (iii) the failure of the Dahej Terminal Commissioning; or (iv) any failure or non-performance or non-availability of Dahej Terminal or the non- performance of Shipper of their obligations under this Agreement; for reasons other than: i. non completion of Transporter's Facilities; ii. events of Force Majeure pursuant to Article 13 for which the Shipper is entitled to relief, iii. failure of the Transporter to transmit Gas in accordance with this Agreement; the total volume of Gas which could not be transmitted and/or redelivered by the Transporter under this Transmission Agreement for reasons mentioned above, shall be subject to Ship or Pay obligation pursuant to Article 11 from the Target Date up to the time of delivery of Line Fill Quantity and the Prevailing Transmission Tariff will be as in Article 11. 3.7 TRANSPORTER'S FAILURE TO TRANSMIT 3.7.1 In the event Commercial Supply does not occur on or before the Target Date due to: (i) the failure of Transporter to take or receive the Line Fill Quantity in accordance with Article 3.2(b); (ii) the failure of Transporter to take or receive upto the Maximum Availability Test Gas Quantity, from the Dahej Facilities unless caused by the Shipper's consumers failure to take Gas; (iii) the failure of Transporter to notify Shipper of the Transporter's Readiness Dare in accordance with Article 3.1; (iv) the failure of the Transporter's Facilities Tests or the Transporters Facilities Commissioning; or (v) any failure or non-performance or non-availability of the Transporter's Facilities or the non- performance of Transporter of its obligations under this Transmission Agreement; for reasons other than events of Force Majeure pursuant to Article 13 for which the Transporter is entitled to relief, then the Transporter shall be liable to pay compensation as in Article 4.8 on the Transporter's Shortfall Quantity. 3.8 SHIPPER'S AND TRANSPORTER'S OBLIGATION TO NOTIFY (i) Transporter's obligation to transmit Gas shall not come into effect until such time that the Shipper notifies the Transporter no later than 1st March, 2004, the Redelivery Points, the volume of Gas to be redelivered at each Redelivery Point, the rare of redelivery in accordance with Article 4.4 hereafter and the date when such redelivery of Gas is likely to commence. In respect of Redelivery Points so notified by the Shipper, where redelivery of Gas can be effected without setting up of new / additional facilities, the Transporter shall confirm a schedule for commencing redelivery within Ten working days of receipt of such notice from the Shipper. In respect of Redelivery Points where redelivery of Gas would require setting up of new / additional facilities, the Transporter and Shipper shall, within fifteen days of the Shipper's notice, commence good faith discussions for arriving at a firm schedule for commencing redelivery in respect of such points. Within 30 days of receipt of such notice from the Shipper, the Transporter shall provide to the Shipper a preliminary proposal for setting up necessary facilities. Such proposal shall contain details about facilities required, estimated cost and schedule of completion of such facilities. The Transporter's obligation to redeliver Gas to such points shall become effective from such date as shall be mutually agreed upon pursuant to good faith discussions For avoidance of doubt the Shipper's obligation to pay for the Ship or Pay Quantity in accordance with Article 11 hereof shall commence from the Commencement Date. (ii) On or after Commencement Date, Shipper may request Transporter to change any Redelivery Point or add additional Delivery Points or remove existing Redelivery Points. Upon receipt of such request, the Transporter and Shipper shall, within fifteen days of the Shipper's notice, commence good faith discussions for making necessary changes and for arriving at a firm schedule thereof Within 30 days of receipt of such request from the Shipper, the Transporter shall provide to the Shipper a preliminary proposal for making necessary changes. Such proposal shall contain details about facilities required, estimated cost, idling charges (for any facilities rendered redundant or underutilized on account of such change) and schedule of completion of such facilities etc.. The Transporter's obligation to redeliver Gas to such points shall become effective from such date as shall be mutually agreed upon pursuant to good faith discussions. 3.9 EXCHANGE OF INFORMATION PRIOR TO COMMISSIONING Transporter and the Shipper shall discuss, in good faith, the matters related to commissioning of the Transporter's Facilities, including the time frame of completion, the extent of facilities , required for transmission of Gas contracted to be delivered by the Shipper and any specific requirement of the Consumers by way of extension of mains for redelivery of Gas and where necessary, laying Spur Line to the Redelivery Points designated by the Shippers or any other matter related to the Gas Sales Agreement of the Shipper with the Shipper's Consumers 3.10 PRICE AND TARIFF DURING COMMISSIONING The price for Line Fill Quantity shall be paid for by the Transporter to PLL No Transmission Tariff will be paid by the Shipper prior to and during the Commissioning Period, unless and to the extent that Gas is redelivered to the Shipper at the relevant Redelivery points and are sold to the Consumers in accordance with the Shipper's Gas Sales Agreements with the Consumers in which case the tariff shall be in accordance with Article 11. In the same way, Transporter shall account for the Gas redelivered after taking due account of the Line Fill Quantity. Transporter will be able to interrupt Gas transmission for tie-in required for the connection of the Transmission System to the Consumers or other sources designated by Shipper. Modalities for such tie-in shall be mutually agreed by the Parties. ARTICLE 4 REDELIVERY AND DELIVERY OF GAS 4.1 REDELIVERY COMMITMENT 4.1.1 Redelivery Obligation Subject to and in accordance with all the terms and conditions hereof, Transporter's redelivery obligation, on and from the Commencement Date and throughout the Contract Period, shall be to re-deliver for and on behalf of the Shipper to the Consumer at all of the Redelivery Points (or to such other redelivery points nominated in accordance with this Agreement), the volume of Gas having the total energy content of the aggregate volume of the Gas received from PLL for and on behalf of the Shipper at the Delivery Point. 4.1.2 Shipper's failure to take Re-delivery If the Shipper fails to cause redelivery of the entire quantity or part of the quantity, of Gas made available by the Transporter to the Shipper at the relevant Redelivery Points or such other redelivery points nominated by the Shipper in accordance with the terms of the Agreement, then the Transporter shall: a) make reasonable endeavour to facilitate sale/redelivery of Gas to other consumers connected to the Transmission System: failing which, b) make reasonable endeavour to contain the Gas in the Transmission System: failing which, c) as a last resort, shall have the right to curtail or suspend the delivery of the that part of the volume of the Shipper's share of the Gas causing the imbalance into the Transmission System 4.2 VARIATIONS BETWEEN DELIVERY AND REDELIVERY QUANTITIES 4.2.1 Due to variations in operating conditions, the aggregate daily and monthly volumes of Gas redelivered at all of the Re-delivery Points, adjusted as, provided for in paragraph 4.1, may differ from the aggregate of the corresponding daily and monthly volumes of Gas received for and on behalf of the Shipper at the Delivery Point. Shipper and Transporter shall co-operate to keep such differences to the minimum permitted by operating conditions and to balance out such differences as soon as practicable. 4.2.2 Transporter shall use all reasonable efforts to accept such variations arising from temporary limitations of the physical capability of the Transmission System, giving due consideration to the Gas available to Transporter by fluctuating the line pack. Under no circumstance shall the Transporter accept Shipper's imbalances, which have an adverse and discriminatory effect upon the capacity available to the other Shippers using the Transmission System 4.2.3 The Shipper shall use all reasonable efforts, at all times to maintain balance, based on the best available information, between volume of Gas scheduled for re-delivery to the Shipper's account from the Redelivery Points and the actual volume received on its account at the Delivery Point 4.3 DELIVERY COMMITMENT 4.3.1 On and from the Commencement Date and throughout the term of this Agreement, (unless terminated in accordance with terms of this Agreement), the Shipper agrees to deliver its share of the total quantities of Gas received from PLL at the Delivery Point on its account in accordance with terms of this Agreement and as advised by the Transporter to meet the nominations made by the Shipper (in accordance with Article 5) and to accept or cause redelivery, at the agreed Redelivery Points, of the quantities of Gas in accordance with the provisions in this Agreement. 4.3.2 Delivery Rate Transporter may advise the Shipper of the quantity of Gas to be delivered in order to meet Shipper's Nomination made in accordance with Article 5, taking into account the line pack and proper operation of the Transmission System and the facilities of the Shipper's Consumers as well as the MRDQ pursuant to Article 4.4 If the Shipper, for technical or operational reasons or due to short supply by PLL, fails to deliver the total quantity of Gas as advised by the Transporter on any day, then the Transporter shall on a reasonable endeavour basis try to meet the Shipper's Nomination by adjusting the line pack. In such an event, the Transporter's obligation to redeliver shall be subject to the Shipper replenishing the line pack to the extent so used on the Shipper's account immediately. 4.3.3 Gas Pressure at Delivery Points Shipper shall procure that PLL maintain the pressure of Gas at the Delivery Point at a level as may be required by the Transporter for such Gas to be tendered for redelivery at the Re- delivery Points. Transporter shall maintain pressure at the Delivery Point equal to or less than 89 Bar(a). In any event and notwithstanding the foregoing. the Shipper shall procure PLL to ensure and Transporter shall ensure that the pressure al the Delivery Point does not exceed 94.8 Bar(a) 4.3.4 Gas Pressure at Redelivery Points The pressure of Gas redelivered by Transporter at any Redelivery Point shall be the pressure available from the facilities at that Redelivery Point, provided that such pressure shall not be less than or exceed the Minimum and Maximum redelivery pressure respectively as specified in Appendix I 4.4 MAXlMUM REDELIVERY QUANTITY 4.4.1 The Transporter agrees to receive Gas at the Delivery Point and transport and re- delivery the said Gas at Re-delivery Points on the Transrnission System in accordance with the terms and conditions of this agreement. The maximum hourly flow rate for each Re- delivery Point shall be as identified in Appendix I of this Agreement. 4.4.2 The Transporter shall use reasonable endeavour to accept delivery and redelivery of Gas by the Shipper above the maximum hourly flow rate, provided doing so will not be detrimental to the operation of the Transmission System and provided sufficient capacity is available in the Transmission System after the Transporter's commitments to Other Shipper for Gas transmission within its Transmission System are met. 4.4.3 As per the current design capacity of PLL's Dahej Terminal the combined maximum hourIy flow rate of the Shipper and Other Shippers shall not exceed 0.89 MMSCM/hr 4.4.4 Any transfer of capacity from Shipper to Other Shipper would be subject to prior consent of the Transporter which shall not be unreasonably withheld 4.5 NEW USERS At all times, the Transporter shall be free to contract with one or more third parties for the use of or to allocate among other users, any capacity, in the Transporter's Facilities that is not already contracted under the terms of this Transportation Agreement subject to right of first refusal being provided to the Shipper and Other Shippers in the ratio of the Ownership Share of each Shipper. Similarly, if the Shipper requires any additional Gas to be transmitted from Dahej Terminal, the Shipper shall give to Transporter the right of first refusal to transmit such Gas Neither Party shall unreasonably withhold or delay its consent in respect of such right of refusal granted by the other party 4.6 INTERRUPTION AND CURTAILMENTS 4.6.1 Planned Interruptions Provided that Transporter shall have given the Shipper at least forty eight hours(48) notice. Transporter may interrupt, curtail or reduce service for such periods of time as it may reasonably be required for the purpose of effecting any repairs, maintenance, replacement or upgrading or other works related to the Transmission System. In the event of any difficulty for the Shipper to revise the redelivery plan based on such notice of interruption. Shipper may request Transporter to reschedule such interruption. The Transporter shall make reasonable endeavour to accommodate such rescheduling request. The Transporter agrees that the cumulative redelivery quantity so affected due such repairs, maintenance, replacement or upgrading or other works shall not exceed the quantity obtained by multiplying Shipper's MRDQ with 30, over the Basic Contract Period 4.6.2 Unplanned Interruptions The Transporter may require shut off the Shipper's delivery of Gas to the Transmission System and/or redelivery of Gas to the Redelivery Points for reasons arising out of compliance with directives of Government Agency, Force Majeure, for reason of safety and to avoid environmental pollution The need for shut off will be determined and executed by the Transporter in accordance with the methods and practices customarily used in good and prudent Petroleum Industry Practice. The Transporter shall, however, give the Shipper notice as soon as reasonably practicable of any such shut off and the reasons thereof and its likely duration. For safety reasons, the Transporter may without prior notice to Shipper, shut off the total volume of Shipper's delivery' of Gas to the Transmission System. For avoidance of doubt, nothing contained herein shall apply in respect of safety or environmental pollution if such interruption / curtailment has arisen as a result of Transporter not acting as a Reasonable and Prudent Operator. 4.6.3 Notice of Change in Operations Without prejudice to Article 4.8 and 11.3 Shipper and Transporter shall give each other as much notice as is reasonably possible in the circumstances of expected temporary changes in the rates of delivery or receipt of Gas, pressures or other operating conditions, together with the expected duration and the reason for such expected temporary changes. 4.6.4 Supply During Interruptions During periods of interruption and curtailment., the Transporter shall allocate the available system capacity on a prorata basis such that the capacity provided to the Shipper and Other Shippers is adjusted in proportion to the aggregate nominations of the Shipper, Other Shippers and other users vis-a-vis to the total capacity reduction of that part of the Transmission System so affected and where capacity reduction is necessary. 4.7 NOTIFICATION BY TRANSPORTER 4.7.1 Transporter will as soon as practicable, notify. the Shipper of the reasons, of any suspension or reductions under Article 4.6 and their anticipated duration as well as their likely effects including but not limited to effects on quality and quantity. 4.7.2 The Transporter will keep the Shipper informed of the process or any rectifying measure 4.7.3 The Transporter will make reasonable endeavour to minimize any disruption to the services which may be caused by any reduction or suspension of Transmission System capacity. 4.8 TRANSPORTER'S SHORTFALL 4.8.1 Transporter's Shortfall Volume If on any day or days in consecutive fifteen days, from and after the Commencement Date the Shipper (a) has made nominations in respect of redelivery of Gas in accordance with Article 5. (b) has made available at the Delivery Point, Gas in accordance with this Agreement other than on account of the default of the Transporter, (c) is able to take redelivery of the quantity of Gas nominated by it pursuant to Article 5, and the Transporter is unable to redeliver for any reason other than (i) Force Majeure affecting the Transporter, and (ii) Planned Maintenance: (iii) Interuptions to the extent and as provided in Article 4.6.1 and 4.6.2. then the amount by which the cumulative actual redelivered volume by the Transporter for the consecutive fifteen days falls short of 95% of the fifteen Days cumulative Shipper's Authorised Volume during the same period, shall be classified as "Transporter's Shortfall" 4.8.2 Compensation for Transporter's Shortfall The total quantity of Gas so classified as Transporters Shortfall in respect of every fortnight shall be aggregated for the Shippers for the Contract year and (a) the Shippers shall be entitled to ship an equivalent quantity of Gas at a discount of 50% (fifty percent) on the Prevailing Transmission Tariff in the following Contract Year and (b) Ship or Pay obligation of the Shippers will be reduced for an equivalent aggregate quantity for the Contract year in which the Transporter's Shortfall occurred 4.8.3 Shortfall Due to Faulty Measurement Equipment If Transporters Shortfall subsequently appears to have arisen as a consequence of malfunctioning of the measuring equipment at the Delivery Point or at the Redelivery Points any compensation payable by the Transporter under Article 4.8.2 shall be adjusted to the extent of such malfunctioning 4.8.4 Sole Remedy The settlement as provided under Article 4.8 1 shall be the Shipper's only rights and remedies in respect of a failure by the Transporter to redeliver Gas in accordance with Article 4.8.1 ARTICLE 5 ANNUAL PROGRAMME AND NOMINATION 5.1 NOTIFICATION PRIOR TO ANNUAIJ PROGRAMME 5.1.1 By the Shipper The Shipper shall provide the Transporter for the succeeding year with the schedule of a preliminary planned maintenance of Dahej Terminal facilities, Dry Docking of LNG tankers, maintenance programme of the Shipper's consumers and any other activities related to Dahej Terminal or the consumers facilities requiring reduction / interruption to transmission of Gas supply through the Transmission System. Any such notice shall be provided by 1st September in the preceding Contract Year except that this shall be provided Ninety (90) Days before the Target Date in the First Contract Year and shall include the likely duration of any such events and the anticipated delivery/redelivery levels during such period. 5.1.2 By the Transporter i. The Transporter shall provide to the Shipper by 15th September in the preceding Contract Year or Seventy Five (75) Days before the Target Date in the First Contract Year, an estimate for the following Contract Year of: a) Programme for Planned Maintenance (Planned Maintenance Programme), shut off and, tests which could influence the 'deliveries or redeliveries of Gas including durations of such activities and their likely effect on the capacity levels; All the programmes, estimates and forecasts as above shall be established with due regard to the PLL's programme and programmes of the Consumers as obtained by the Shipper and notified to the Transporter in accordance with Clause 5.1.1 above. Provided however that such Planned Maintenance Programme shall not exceed in the case of the First Contact Year, seven (7) two (2) days and, in the case of any other Contract Year or the Recovery Period, twenty one (21) seven (7) days. ii) Co-ordination of Forecasts Transporter and the Shipper shall consult and provisionally agree not later than September 20 prior to the beginning of each Contract Year and the Recovery Period, on a coordinated program for the Planned Maintenance Programme (the "Coordinated Maintenance Schedule") for: 1. PLL's Facilities 2 the LNG Tankers 3. the Transporter's Facilities; and 4. respective Shipper's Consumers' facilities; so as to minimise the impact of such downtime on the delivery and sale of Gas in such Contract Year On or before October 5 prior to the beginning of each Contract Year and before the date that is 85 Days prior to the commencement of the Recovery Period, Shipper will provide to Transporter with a revised Co-ordinated Maintenance Schedule ("Final Co-ordinated Maintenance Schedule") following discussions with PLL Notwithstanding anything contained herein, the Final Co-ordinated Maintenance Schedule shall coincide with the Final Co-ordinated Maintenance Schedule under the GSPA with PLL. 5.2 Prior to the implementation of any Planned Maintenance Program, each Party shall notify the other Party as follows: (i) during the First Contract Year, such Party shall provide written notice to the other- Party not later than fifteen (15) days prior to the first Day of the relevant Plan Maintenance Program and specify the actual dates of reduction and the required reduction in capacity and commencement of maintenance; (ii) for any Contract Year other than the First Contract Year, such Party shall provide written notice to the other not later than ninety (90) days prior to the first Day of such Planned Maintenance Program, and specify the actual dates of commencement of maintenance; The Planned Maintenance Program specified in the notice provided under this Article shall not vary from the Final Coordinated Maintenance Schedule by more than ten (10) Days unless agreed by the Parties. 5.3 Annual Programme 5.3.1 In respect of each Contract Year and the Recovery Period, the Shipper shall, by 28 December of the preceding Contract Year or three (3) Days prior to the commencement of the Recovery Period as the case may be, provide to the Transporter an indicative schedule for deliveries of Gas at the Delivery Point and redeliveries of Gas at the Redelivery Points for such Contract Year or the Recovery Period, (the" Annual Programme"). For a Contract Year, the Annual Programme shall indicate the ACQ, the AACQ along wlth the indicative quarterly quantities, monthly quantities, and daily quantities (in MMSCM and MMBTU) of Gas to be delivered at the Delivery Point and redelivered at the Redelivery Points during such Contract Year. In case of Recovery Period, if any, the Annual Programme shall indicate such quantity of Gas that remains outstanding for delivery by PLL to the Shipper (pursuant to the terms of the GSPA.) The Annual Programme tor such Recovery Period shall provide indicative quarterly quantities, monthly quantities and daily quantities (in MMSCM and MMBTU) of Gas to be delivered at the Delivery Point and redelivered at the Redelivery Points during such Recovery Period. 5.3.2 During a Contract Year, the Shipper may request an amendment to the Annual Programme of such Contract Year in order to include any change in quantities of Gas to restore possible imbalances between the scheduled AACQ and actual deliveries of Gas up to the date of such request for the remaining period in such Contract Year. 5.4 Regulatory Requirements Notwithstanding the provisions of this Article 5, either the Shipper or the Transporter shall be entitled, by giving reasonable notice to the other, to reduce the delivery or receipt of Gas, as the case may be, on any Day on which testing of the Transporter's or Shipper's Facilities is required to be carried out in accordance with statutory, regulatory requirements of a Government Agency In respect of each Day for which the deliver capacity has been reduced in accordance with this Article 5, the Shipper shall not make Shipper's Nomination in total greater than such reduced capacity and the Shipper's Nomination shall be deemed to be reduced accordingly. 5.5 Daily Nominations 5.5.1 No later than 12:00 noon on the Friday, immediately preceding each Week during any Contract Year and the Recovery Period, the Shipper shall notify the Transporter of the quantities of Gas that the Shipper plans to cause PLL to deliver to the Transporter at the Delivery Point and requires the Transporter to transport and redeliver to each of the Redelivery Points and such other information as the Transporter reasonably determines as necessary for each Day of such Week (Shipper’s Nomination"). If the aggregate of the Shipper's Nomination and the nominations of the Other Shippers exceed 21.36 MMSCMD, the Transporter in consultation with the Shipper shall make a reduction in such respective nominations to contain the aggregate nomination of the Shipper and Other Shippers within 21.36 MMSCMD Provided however that as long as the Shipping nominates within the Shipper's MRDQ, the Transporter shall not make any reduction in the Shipper's Nomination to contain the aggregate nomination of the Shipper and Other Shippers within 21.36 MMSCMD. In such event reductions in nominations, if any, shall be restricted only to the nominations of the Other Shippers, who have caused the aggregate nomination of the Shipper and Other Shippers to exceed 21.36 MMSCMD. 5.5.2 The Shipper may, in accordance with Article 5.5.3, amend or reconfirm the Shipper's Nomination for any Day in writing or by electronic means as agreed between the Transporter and the Shipper, on or before 2:00 PM on the day preceding the Day, on which Gas is to be transported and such amended or reconfirmed nomination shall form the "Shipper's Final Nomination" 5.5.3 As long as the Shipper's Final Nomination remains within and up to the Shipper's MRDQ, the Transporter shall accept the same for redelivery, in all events except due to occurrence of an event of Force Majeure that affects the Transmission System, and such nomination shall be the "Shipper's Authorized Volume". In the event the Shipper’s Final Nomination for any Day exceeds the Shipper's MRDQ, the Transporter shall use reasonable endeavours (due regards given to the Transporter’s operational flexibility) to accommodate the transmission "of such additional volume of Gas (the Additional Volume") to the Redelivery Points. 5.6 Daily variation/Revision The Shipper may request the Transporter to revise the Shipper's Authorised Volume at any time prior to the end of a Day, provided that; (a) such revision may be implemented in the Transporter's reasonable .judgment, by the Transporter without detriment to the Transporter's Service to any of the Other Shippers connected to the Transmission System; (b) such revision is not inconsistent with any terms or conditions of this Agreement; and (c) such revision can be confirmed in a timely manner with PLL. ARTICLE 6 SYSTEM OPERATION 6.1 CO-OPERATION IN PLANNING The Transporter and the Shipper agree to co-operate in planning and scheduling of any installation, connection, modification, disconnection and removal in respect of the Transmission System so as to allow economical operation of the Transmission System and to reduce necessary Shut Off periods of the Transmission System 6.2 UNIFORM RATE The Shipper shall ensure that their Consumers take Gas at a uniform rate as far as practicable, but in no case, should the hourly fluctuation in redelivery be in excess of the maximum hourly flow rate agreed between the Transporter and the Shipper for the Redelivery Point supplying the Consumer as per Appendix 1. ARTICLE 7 SPECIFICA TION 7.1 DELIVERY SPECIFICATION 7.1.1 Compliance of Delivery Specification Gas delivered at the Delivery Point at Dahej Terminal shall meet the Delivery Specification given in Appendix 3. In order to maintain the operating conditions and quality requirements for delivery into the Transmission System at the Delivery Point, the Shipper will carry out or cause to be carried out, based on agreement with PLL, the necessary treatment and compression of the Gas and will ensure measurement, analysis and testing of the Gas in the manner and frequency, agreed with the Transporter, and will have results from such measurement, analysis and testing transmitted to the Transporter. 7.1.2 Delivery out of Specifications The Transporter may at all times refuse to accept delivery, at the Delivery Point, Gas which do not comply with the Delivery Specification as in Appendix 3 (Non specification Gas) In the event of Shipper becoming aware of deliveries, which do not meet the Delivery Specification, Shipper shall promptly notify the Transporter The Transporter shall give written notice to Shipper of its decision to accept or refuse delivery of Gas at the Delivery Point not meeting the Specification as soon as possible. If instructed to do so, Shipper as soon as practical, shall procure the shutting off of any such Gas to safeguard the operation of the Transmission System. 7.1.3 If Non Specification Gas is delivered by the Shipper without being notified to or requested by the Transporter to do so, and such Non Specification Gas causes damage to the Transporter's Facilities, then the Shipper in proportion to its Ownership Share shall reimburse the Transporter all reasonable costs and expenses necessarily incurred by the Transporter as a direct result of such Non Specification Gas provided: i. Transporter notifies the Shipper and the Other Shippers soon after becoming aware of such deficiency. ii. Take all reasonable measures to minimize any costs, expenses and losses which may occur. iii Provide information and demonstrate with reference to inspection and maintenance records including evidence of the conditions prior to the damage resulting from Non Specification Gas and the extent of the costs and expenses involved. For avoidance of doubt, the Shipper shall have no liability to the Transporter for any specific, indirect or consequential losses or damages, which may result from the redelivery of Non Specification Gas Nothing contained in this Article shall relieve the Shipper from the obligation to pay tariff in respect of Gas redelivered by the Transporter and accepted by the Shipper. 7.1.4 Transporter's Reasonable Endeavours to Accept. Notwithstanding Article 7.1.3 above, if the acceptance of Shipper's Gas which does not meet the Delivery Specification, in Transporter's reasonable opinion would not be detrimental to the operation of the Transmission System and would not materially affect the commercial value of the Gas being transported to the detriment of the other Shipper or cause a failure of any other Gas belonging to the other Shipper to meet their required Redelivery Specifications, the Transporter shall use all reasonable endeavours to accept the Shipper's Gas. Shipper agrees to indemnify the Transporter against any liability arising as a result of redelivery of such Non Specification Gas. 7.2 REDELIVERY SPECIFICATION 7.2.1 Compliance of Redelivery Specification As from the Commencement Date, the Transporter shall redeliver, at the Redelivery Points, Gas which meets the Redelivery Specification in accordance with Appendix 3 and as may be updated from time to time for the redelivery of Gas provided the Gas delivered to the Transmission System at the Delivery Point complies with the Delivery Specification in Appendix 3 as agreed between the Shipper and the Transporter. 7.2.2 Shipper's Right of Refusal Where the Shipper have delivered Gas, meeting in all respects, the Delivery Specification as agreed in Appendix 3, the Shipper will have the right to refuse to accept Gas made available for redelivery which do not meet the relevant Redelivery Specification. Redelivery of Non Specification Gas not accepted by the Shipper pursuant to this Article shall be deemed not to have been delivered by the Transporter and equivalent quantity of Gas shall be included in the Transporter's Shortfall. 7.2.3 Shipper's Reasonable Endeavour to accept Notwithstanding the provision of 7.2.2, the Shipper shall make reasonable endeavour to accept Gas not meeting Redelivery Specification if requested by the Transporter to do so and if in the Shipper's reasonable opinion, acceptance of the Non specification Gas would not cause damage to the Consumers' facilities and if the Consumers are willing to accept the Non Specification Gas without any liability to the Shipper. 7.2.4 Redelivery Out of Specification After becoming aware of the Non Specification Gas, the Transporter shall notify the Shipper Giving Transporter's good faith estimate of i. the anticipated cause of deficiency if known; ii. estimated duration of the deficiency; iii. the elements of Redelivery Specifications which will not be met; and Transporter shall, subject always to the Shipper complying with the provisions of Article 7.1.1 carry out or procure to be carried out forthwith such remedial measures as it will be considered necessary to bring the future redeliveries within the Redelivery Specification. 7.2.5 If, in spite of the Shipper complying with the provision of 7.1.1, Non Specification Gas is redelivered by the Transporter, and such Non Specification Gas causes damage to the consumer's facilities, then the Transporter shall reimburse to the Shipper reasonable costs and expenses necessarily incurred by the Shipper as a .result of such Non Specification Gas provided: i Shipper takes all reasonable measures to minimize any costs, expenses and losses which may occur ii The Shipper provides information and demonstrate, with reference to inspection and maintenance records including evidence, of the conditions prior to the damage resulting from Non Specification Gas and the extent of the costs and expenses involved. However, Transporter shall not be liable in the event the Shipper inspire of becoming aware of Non-Specification Gas continue to take Non-Specification Gas without notifying the Transporter. For avoidance of doubt, the Transporter shall have no liability to the Shipper for any indirect or consequential losses or damages, which may result from the redelivery of Non Specification Gas ARTICLE 8 ALLOCATION 8.1 ALLOCATION PROCEDURE The Transporter, shall formulate an equitable and transparent set of Allocation Procedures in order to determine: a) The gas redelivered in total to the account of the Shipper and the Other Shippers at the Redelivery Points designated by the Shipper and the Other Shippers. b) Total quantity of Gas received from PLL at the Delivery Point and Shipper's share thereof c) Shipper's share of the closing stock of Gas if any (over and above the Line Fill Quantity provided by the Transpol1er) remaining in the Transmission System on a monthly basis. The volume and the energy content of Gas received at the Delivery Point shall be balanced with the total energy content of Gas redelivered in aggregate at the Redelivery Points on the Shipper's account on a daily, monthly and annual basis. The daily reconciliation of the system for a Day shall be completed by 1200 Hrs of following Day Similarly reconciliation shall also be carried out for each Fortnight, Month and Contract Year by 1200 Hrs of the Day immediately following such Fortnight, Month and Contract Year. 8.2 BASIC ALLOCATION PRINCIPLES The quantity of gas received at the Delivery' Point and redelivered at the Redelivery Points shall be allocated and reconciled in accordance with Appendix 8. The basic principles comprising of four steps as outlined below are geared to meeting the essential requirements that all the quantities of Gas received at the Delivery Point is allocated to the Shipper and the Other Shippers in the ratio of each Shipper's Nomination and the quantities so allocated are reconciled with the Line Fill Quantity plus the quantities of redelivered Gas in aggregate as measured at the Redelivery Points. Step 1 Measure the total quantity of Gas delivered at the Delivery Point and allocate to each Shipper, the quantity of Gas received on that Shipper's account at the Delivery Point, such allocation being in the ratio of each Shipper's individual Nomination out of the total Nomination made by the Shipper and Other Shippers in total on any Day. Step 2 Determine the aggregate measured Redelivery quantities on the Shippers’ and Other Shippers' account combining all the redeliveries at the Redelivery Points designated by the Shipper and all the Other Shippers. Step 3 Work out the closing stock (assuming that no losses are to be accounted for) by taking the difference between the delivered quantity of Gas on the Shipper's account (Step 1) and the aggregate of quantities redelivered on the Shippers account at the Redelivery Points (Step 2). Step 4 The closing stock will be carried forward on the Shipper's account to the following day and added to the delivered quantity at the Delivery Point for that day. The redelivered quantity when subtracted from the sum of these two quantities will give the closing balance for the Second Day and the process will Continue from Day to Day. 8.3 BASIS OF ALLOCATION a) The attribution of redelivery quantities and allocation of ownership of delivery quantities to all the Shipper in total shall be on the basis of energy balancing. b) The Shipper's ownership share of Gas in total in terms of energy and volume between Delivery and Redelivery Points shall be balanced on a daily, monthly and annual basis where upon Energy (received at the Delivery Point) = Energy (Redelivered) + Energy (closing stock) - Energy (Opening Stock) ARTICLE 9 MEASUREMENTS 9.1 Measurement Facilities Shipper shall ensure or cause to be ensured for delivery at the Delivery Point and Transporter shall ensure for redelivery at the Redelivery Point that: i) the quantity and the quality of Gas delivered under this Agreement is measured at or immediately prior to the Delivery Point or the Redelivery Point (as the case may be) in accordance with the principles set out in this Article 9. ii) Such measurement shall be subject to periodic calibration and independent verification as provided in this Article 9. iii) The volume, temperature, pressure and composition of the Gas delivered at the Delivery Point and redelivered at the Redelivery Points under this Agreement shall be measured by the Measurement Facilities installed at the Delivery Point or, at or immediately prior to the Redelivery Point (as the case may be) The MMSCM, the Gross Heating Value and the MMBTU of Gas delivered at Delivery Point and redelivered at Redelivery Point shall be calculated by applying the procedures set out in Appendix 6. It is agreed between the Shipper and the Transporter that, for reasons of economy/optimization, measurement of aforesaid parameters in respect of specified Redelivery Points may be determined through such alternative methodology as may be mutually agreed. iv) The Measurement Facilities, including the turbine meters and other associated facilities for the Gas volume measurement, shall meet the technical requirements specified in Appendix 6. v) That the Measurement Facilities shall be maintained and operated in accordance with the standard of a Reasonable and Prudent Operator. 9.2 a) Shipper shall cause PLL to provide access to the Transporter to install and operate at its own expense, risk and liability: Equipment linked directly to the Measurement Facilities at the Delivery Point to provide the Transporter direct readings and independent confirmation of measurements and tests (to the standards applicable to the Measurement Facilities). b) It is agreed between the Shipper and the Transporter that the equipments mentioned under Article 9.2(a) above, shall not interfere with the use and operation of the Measurement Facilities installed at the Delivery Point. c) Shipper shall cause PLL to provide reasonable alternative and back-up facilities for the Measurement Facilities at the Delivery Point to ensure that any withdrawal of such Measurement Facilities for maintenance or adjustment of any individual component does not affect the supply of Gas or the measurement thereof, Similarly, Transporter shall provide reasonable alternative and back-up facilities for the Measurement Facilities at the Redelivery Points to ensure that any withdrawal of such Measurement Facilities for maintenance or adjustment of any individual component does not affect the supply of Gas or the measurement thereof. d) The components of the Measurement Facilities at Delivery Point and any procedures agreed for measurements shall not be varied without the prior approval of Transporter (such approval not to be unreasonably delayed or withheld) Similarly the components of the Measurement Facilities at Redelivery Point and any procedures agreed for measurements shall not be varied without the prior approval of Shipper (such approval not to be unreasonably delayed or withheld) e) Inspection i) Shipper shall cause PLL to ensure that Transporter can, at its expense and risk from time to time and upon giving reasonable prior written notice to Shipper, to inspect the Measurement Facilities at the Delivery Point and the charts, other measurements or test data of PLL, provided that the reading, Calibration and adjustment of such Measurement Facilities and the modification of any charts shall be carried out only by PLL. ii) Shipper shall cause PLL to make a copy of the charts, other measurements or test data available to Transporter upon its request. Similarly, Transporter shall make a copy of the charts, other measurements or test data in respect of Redelivery points available to Shipper upon its request iii) Transporter agrees to permit the Shipper and PLL or their authorized representatives, at their expense and risk, from time to time upon giving reasonable prior written notice to inspect the Measurement Facilities at the redelivery points and the charts, other measurements or test data of GALL, provided that the reading, calibration and adjustment of such measurement Facilities and the modification of any charts shall be carried out only by Transporter. I) Joint measurement In respect of the Delivery Point, PLL, Shipper or Shippers' Representative and Transporter shall jointly sign a statement (the "Delivery Point Joint Ticket” on each day of a Contract Year and the Recovery Period and Extended Recovery Period, if any showing the measurements of Gas volume, pressure, temperature and compositor taken by the Measurement Facilities at the Delivery Point for the purposes of billing and payment under Article 12 Likewise in respect of each Redelivery Point Transporter, Shipper and/or its authorised representative and/or the Consumer shall jointly sign a statement (the Redelivery Point Joint Ticket Jon each day of a Contract Year showing the measurements of Gas volume, pressure, temperature and composition taken by the Measurement Facilities at or prior to such Redelivery Point for the purposes of billing and payment under Article 12. 9.3 Fault in meter reading and correction Procedure If from time to time during the term of this agreement, any component of the Measurement Facilities is found to be out of service or registering outside the accuracy limits set forth in Appendix 6, the same shall forthwith be adjusted to read centrally and as accurately as possible within such limits or (if that is not possible) replace it with a component that does read centrally and as accurately as possible within such limits, The following provisions shall apply with regard to earlier readings effected by the defective components: a) No correction shall be made regarding readings made during the period before the preceding Verification of any component when it was last registering within the limits of accuracy set forth in Appendix 6; b) if the time at which a component became defective can be established, then readings effected thereby shall be corrected with effect from that time and c) if the time at which the component became defective cannot be established, then the period of time which has elapsed since the preceding Verification of such component when it was last registering within the limits of accuracy agreed set forth in Appendix 6 shall be divided into two (2) equal periods and estimated readings shall be established in respect of the first of such two periods by assuming that the defective component has operated accurately throughout such first period, and for the second period by estimating the quantity and/or quality of Gas delivered by reference to deliveries under similar conditions when the defective component was registering accurately. 94 Correction of quantities If any correction of Gas quantities delivered on any Day is made under this Article 9, then the actual amount of any Transporter's Shortfall or Ship or Pay Obligation, as the case may be, shall be adjusted when the corrected amounts are available under this Article 9 and Shipper or Transporter (as the case may be) shall make any necessary payments or repayments to the other Party at the time of making payment of the first Invoice next following the determination of such correction 9.5 Disputes Subject to Article 18, the Parties shall promptly meet to discuss and endeavor to settle any failure to agree or Dispute regarding the application of the provisions of this Article 9 or the measurement or testing of the quantity or quality of Gas delivered and, if within sixty(60 ) days after the commencement of such meetings, the Parties are unable to agree, then the failure to agree may be referred to a Sole Expert appointed in accordance with Article 18 herein at the request of either Party. ARTICLE 10 FACILITIES AND MAINTENANCE 10.1 FACILITIES 10.1.1The Transporter shall i provide and install, or procure to be provided and installed, with due diligence the Transporter's Facilities necessary to receive Gas at the Delivery Point transmit the Gas and redeliver to the Shipper's Consumers at the Redelivery Points, at the pressure and quality as set forth in this Transmission Agreement. ii repair and maintain, or cause or procure to be repaired and maintained the Transporter's Facilities and, all replacements thereto, in good working order and condition and operate or cause or procure to be operated the same, in accordance with the standard of care of a Reasonable and Prudent Operator. 10.1.2 The Shipper shall, i cause to be provided and installed the Dahej Terminal in order to deliver Gas into the Transporter's Facilities and the consumer's facilities to receive from the Transporter. Gas to be tendered for redelivery at the Redelivery Points in accordance with this Agreement: and ii procure to be repaired and maintained the Dahej Terminal and Consumer Facilities and all replacements thereto in good working order and condition and cause the same to be operated in accordance with the standard of care of a Reasonable and Prudent Operator. 10.2 RIGHT OF ACCESS Throughout the duration of this Transmission Agreement, the Transporter and the Shipper shall afford or cause to be afforded to each other or their authorised representatives, upon reasonable advance notice, all reasonable rights of access to inspect the installation maintenance, operation and repair of the Transporter's Facilities, Dahej Terminal and Consumers' Facilities, provided that any such inspection shall be made at the risk and expense of the Party making the inspection. or on whose behalf it is made. 10.3 Transporter shall allow inspection of the Transporter's Facilities by the LNG Supplier- PLL and their respective authorized representatives (including without limitation. the LNG Supplier's Lenders and PLL's Lenders) at the risk and cost of the LNG Supplier or PLL, as the case may be, during business hours and without causing undue interference with the operations and maintenance of the Transporter's Facilities and upon reasonable prior written request from the LNG Supplier or PLL, as the case may be, to Transporter, provided that in the case of the LNG Supplier (and its Lenders and representatives) the LNG Supplier shall have provided Transporter with customary confidentiality agreements to maintain confidential any information disclosed to the LNG Supplier (or its Lenders) and such representative during such inspections and provided further that such inspections are subject to Shipper having procured the LNG Supplier's consent to permit Transporter and its authorized representatives, including its Lenders, to likewise inspect the LNG Supplier's Facilities at the risk and cost of Transporter. 10.4 The purpose of inspection provided for in Article shall be: i. witnessing meter proving, calibration, measurement, sampling and analysis; ii investigating the scene of any incident giving rise to any failure to deliver Gas and/or redeliver Gas in excess of Twenty four (24) Hours. ARTICLE 11 TARIFF AND SHIP OR PAY QUANTITY 11.1 Prevailing Transmission Tariff Staring from the Commencement Date and throughout to Contract Period, Shipper shall pay to the Transporter, the Prevailing Transmission Tariff for the transmission services provided by the Transporter in relation to the aggregate volume of Gas in MMSCM actually redelivered on Shipper's account at each of the Redelivery Points from Dahej Terminal. The Prevailing Tariff in in Rs/1000SCM shall be calculated at the beginning of each Contract Year according to the following formula : Tn = T0 X I Where To: The Base Prevailing Transmission Tariff in Rupees/1000 SCM of redelivered Gas at the Gross Calorific Value of9880 Kcal/cm3 applicable for the Contract Year 2004. Subject to provision in Article 11.2 hereinafter, To in the First Contract Year exc luding spur line charges is given in three tariff bands as follows: Within State of Gujarat Rs500/1000 SCM Outside Gujarat upto Vijaipur Rs.632/1000 SCM (on new line) Beyond Vijaipur Rs.652/1000 SCM In the event GCV of the Gas redelivered at Redelivery Point is at variance than 9880 K- cal/'000 Cu. M the tariff as above shall be adjusted on prorate basis (For example if the GCV is 9000 Kcal/SCM the adjusted tariff shall be arrived at by multiplying the Prevailing Transmission Tariff by a factor of 9000 divided by 9880). The Base Prevailing Transmission Tariff mentioned above is worked out for the trunk pipeline/facilities from Dahej Terminal to Vijaipur. For avoidance of doubt any additional tariff being charged by the Transporter for existing Spur Line(s) at present over and above HBJ transmission tariff (as per MoP&NG letter No. dt 18 Sept 1997) shall be payable extra. Notwithstanding above, in the event any additional monthly transportation charges are applicable to a consumer, no additional transportation charges shall be payable if supplies are made through existing facilities. I : An annual escalation factor (with reference to the First Contract Year being the reference period) which shall be used to recalculate the Prevailing Transmission Tariff with effect on and n from the first day of January in each Contract Year. The value of I in year “n” will be (1.05) where n is the number of contract years after the reference period i.e. n will be I (one) in 2005 11.2 Additions to Prevailing Transmission Tariff i. Redelivery Point away from the Transmission System If redelivery of Gas by the Transporter to the Shipper or transmission of Gas from the Redelivery Point to the consumer's premises requires laying connecting spur line and such connecting facilities are provided at the Transporter's cost, any such cost will be mutually agreed and shall be in addition to the Prevailing Transmission Tariff. ii. Future capital expenditure for additional compressor stations or any other such facilities which may be required beyond Vijaipur would be considered as and when such expenditure is undertaken, and consequential increase in pipeline charges will be reviewed. iii. If in future should unified pipeline tariff be proposed for both Natural gas and R-LNG, the review of pipeline f would also consider GAIL's under recovery of pipeline charges upto the date of unified charges. 11.3 Ship or Pay Obligation 11.3.1 With effect from the Commencement Date, during each Contract Year throughout the temm of this agreement, the Shipper accepts an annual obligation such that the Shipper agrees to deliver Gas at Delivery Point or pay for, if the Shipper fails to so deliver Gas at Delivery Point thereof a minimum quantity of Gas (the "Ship, or Pay Quantity" or SOPQ). 11.3 2 The SOPQ for a Contract Year shall be arrived at after making upward or downward adjustment to the ACQ mentioned under Appendix 1. Such adjustment of ACQ in respect of a Contract Year shall not exceed a maximum of 10% upward or downward of the ACQ in either case. Provided that any downward adjustment exercised by the Shipper in a Contract Year shall be made good by exercising an upward adjustment of ACQ in subsequent Contract Years and the SOPQ shall be arrived at accordingly. For avoidance of doubt, any downward adjustment exercised by the Shipper in the first five years of the Contract shall have to be made good in succeeding five years, so that the cumulative SOPQ for first ten years duration of contract should not be less than cumulative ACQ of the first ten Contract Years and if not adjusted shall have to be paid for at the Prevailing Transmission Tariff. Above modalities shall be replicated for the subsequent ten years. Any downward adjustment exercised by Shipper after twentieth year shall have to be (adjusted by the twenty-fifth year or if not adjusted shall have to be paid for. A Shipper's SOPQ obligation for a Contract Year shall be reduced by the following quantities of Gas. i) The aggregate DCQs during engineering tie-in in respect of Transmission System ; ii) The quantity of Gas measured at the Redelivery Point which the Shipper have not taken redelivery due to quality deficiency in accordance with Article 7.2.2; iii) Transfer of quantities by mutual agreement between the Shipper and Other Shippers’ subject to prior consent of the Transporter and such consent not to be unreasonably withheld by the Transporter acting as a Reasonable and Prudent Operator iv) Quantities of Gas not transmitted by the Transporter for any reason except Shipper inability to deliver/or take redelivery of the Nominated quantities. v) Quantities of Gas not delivered due to Shipper's Force Majeure as per Article 13. The deemed nomination for these days will be the DCQ of the Shipper. Provided however that in the event Shipper accepts any additional quantity of Gas offered by Other Shipper, the Shipper's SOPO shall be increased by the additional quantities of Gas so accepted by the Shipper. 11.3.3 SOPQ Payments Beginning on the Commencement Date and at the end of each Contract Year, if the quantity of Gas actually delivered, at the Dahej Terminal, shipped through the Transmission System and redelivery taken at the Redelivery Point is less than the Shipper's SOPQ (calculated for that period after deducting the quantity of Gas of the Shipper present in the Transmission System as closing stock,) the Shipper shall pay the Transporter for the difference. (“Shipper's Deficiency"), at the Prevailing Transmission Tariff applicable in respect of each Redelivery Point for the Contract Year. 11.3.3 Taxes The Shipper shall pay the Prevailing Transmission Tariff exclusive of any applicable taxes in respect of applicable transmission and redelivery of Gas. For avoidance of doubt any tax deducted at source, if applicable, shall be deducted by Shipper and certificate for the same shall be issued to Transporter. If the Transporter is or becomes legally obliged to pay or charge directly such other applicable taxes excluding corporate income tax of the Transporter, each Shipper shall pay or reimburse the Transporter such taxes and shall indemnify the Transporter against all costs and expenses including interests connected thereof. 11.3.4 Price Review Upon expiry of every three (3) years commencing from the first Contract Year, the Prevailing Transmission Tariff will be reviewed with reference to the methodology of its derivation and the assumptions underlying the calculations, based on Tariff determination methodology prior to the review ("Price Review"). If such review results in an increase in the transmission tariff which is in excess of 5% of the transmission tariff from the immediately preceding contract year then such upward increase will be limited to 5%. If such a review results in a decrease in transmission tariff which is in excess of 5% the transmission tariff from the immediately preceding year then such downward adjustment will be limited to 5%. The Parties acknowledge that if a Price Review result is possible reduction in Prevailing Transmission Tariff, such reduction will be passed to the Shipper till only after ensuring that the Transporter achieves Post tax rate of return of 16 % on its investment for arriving at the Base Prevailing Transmission Tariff during the period of Gas suppy from Dahej. The Prevailing Transmission Tariff in Article 11 will be deemed to have been amended accordingly and shall apply to Fortnightly Invoices issued after the date of such agreement and remain in force until the next revision in accordance with the TA. 11.3.5 In the event of any Shipper's Deficiency arising out of payment of SOPQ in preceding years, the Shipper shall be entitled to ship such quantities by paying the difference between the tariff at which SOPQ were paid and the Prevailing Transmission Tariff in tile year when such make up is scheduled, provided that there are no outstanding quantities on account of downward adjustment exercised earlier by the shipper and availability of capacity in the transmission system. Any such amount shall be adjusted through a credit note not later than 30 days from the end of the contract year. ARTICLE 12 BILLING AND PAYMENT 12.1 FORTNIGHTLY INVOICE 12.1.1 In line with the billing cycle agreed in the GSPA with PLL, the Transporter shall submit separate invoices for the period covering first Day to the fifteenth Day of the Month and from sixteenth Day to the last Day of the Month (Fortnightly Invoice) to the Shipper after the end of such fortnight indicating the following for each day of the preceding fortnight: i. the total of the Shipper's Authorized Volume for delivery at the Delivery Point for the billing period in MMSCM for redelivery at the Redelivery Points and each Shipper's share thereof; ii. the quantity of Gas the Shipper has actually delivered into the Transmission System at the Delivery Point based on Delivery Point Joint Ticket ; iii. the total quantity of Gas in MMBTU and MMSCM redelivered to the Shipper's Consumers at the Redelivery Points, in accordance with the Allocation Principles pursuant to Appendix 8 and based on Redelivery Point Joint Ticket; iv. the Prevailing Transmission Tariff as per provision in Article II; v. any quantity of Non Specification Gas rejected by either Party; vi. the total of Shipper's share of Gas and Other Shipper's share of the quantity of gas delivered by PLL into the system and redelivered by the Transporter to the Shipper's Consumers expressed in Standard Cubic Metres with the corresponding Gross Calorific Value and the energy equivalent in MMBTU- The redelivered volume based on the GCV at the Redelivery Point shall form the basis of determination of the fortnightly transmission charge for the Shipper; vii. any other sums due and owing from one Party to the other under this Agreement during the Accounting Period. The Invoice shall be submitted to the Shipper showing the calculation of the Transportation Charge which the Shipper shall be required to pay to the Transporter for the transportation services provided by the Transporter to the Shipper. This will be calculated for each fortnightly Billing Period as the product of the aggregate quantity of Gas redelivered on a Shipper's account during the preceding fortnight multiplied by the Prevailing Transmission Tariff for the period. 12.1.3. Due Date The Fortnightly Invoice will indicate the Due Date of Payment, which shall. be within three days of receipt of the Invoice. 12.2 PAYMENT MECHANISM (i) Payment by Shipper to the Transporter of the amount in the Fortnightly Invoice shall be made in INR within Three (3) Days (the Due Date) of receipt of the Invoice without regard to the amount, which may be in dispute and any such payment shall be made free and clear of other taxes, restrictions or encumbrances of any nature. Following settlement of the dispute, appropriate amount shall be paid to/ repaid by the Shipper with adjustments as necessary. If the Due Date falls on a day other than a Business Day then payment shall be made on the first Business Day following the Due Date (ii) The Payment will be made by wire transfer to the Bank Account as nominated by the Transporter (iii) If a Shipper fails to make payment due hereunder at the time and in the manner provided herein, the amount owed shall bear interest for the period starting on and including the Due Date for payment and ending on but excluding the date when payment is made calculated at a compound annual rate corresponding to Prime Lending Rate (as declared by SBI ) for first 30 days of delay and for delay beyond 30 days Prime Lending Rate plus Five (5) percentage points. (iv) If the default in payment of any slim continues for 90 days, the Party to whom the same is due and owing, may, by giving 15 days' prior notice to the other of its intention to suspend transmission or deliveries of Gas as the case may be, invite the other Party to attend discussion with a view to resolving the matter (provided payment has not been made before the expiry of the said notice) and if the matter still remains unresolved, may request that a Sole Expert be appointed to help to settle the matter. If the matter remain unresolved after 180 days, then the Party to whom payment is owed may suspend transmission or delivery as the case may be, of Gas hereunder or terminate this Agreement or both by giving Thirty (30) days notice but the exercise of such rights shall not constitute waiver of or in any way prejudice other remedies available to the Party under this Agreement. 12.4 INVOICE REVISIONS In the event that any revision is required to be made to the invoiced amounts charged to the Shipper or any revisions to the invoice that may be required. the Transporter shall, as soon as possible, calculate and such revision to the invoiced amount for the Shipper and identify such revision in the next Fortnightly Invoice to be sent to the Shipper. 12.5 ANNUAL RECONCILIATION 12.5.1 On or before the 31st January in each Contract Year, the Transporter shall render to the Shipper a statement (the '"Annual Reconciliation Statement") which shall show, for the preceding Contract Year: i. The total of the Shipper's Authorized Volume, Gas delivered by PLL and the total quantities of Gas redelivered by the Transporter to the Shipper as well as opening and closing stock on the Shipper's account; ii The Prevailing Transmission Tariff applicable to the quantities of Gas, the amounts payable thereof and the amounts paid by the Shipper; iii. The amount, if any by which the amount redelivered by the Transporter has fallen short of the Ship or Pay Quantity of the Shipper and the Other Shippers, Shipper's Deficiency and the amount out of this to be borne by the Shipper. 12.5.2 Where appropriate, the Transporter shall submit an "Annual Reconciliation Invoice" to Shipper indicating the Shipper's Deficiency amount for payment within fifteen (15) days of the receipt of such Invoice. 12.6 DISPUTED INVOICE 12.6.1 If the Shipper and the Transporter disagree on any amount, quantity, value or sum in any of the invoices which is not yet paid (Disputed Invoice), the whole amount shown in the invoice shall be paid by the Due Date. Either Party shall notify the other of any Disputed Amount and the reason for such dispute within seven (7) Days of receiving the invoice and shall hold good faith discussions with a view to resolving the dispute. If the dispute is not resolved by the Due Date of the next Fortnightly Invoice, either of the Parties may refer the matter to a Sole Expert and/or proceed with Dispute Resolution Procedure pursuant to Article 18. After referring the matter to Sole Expert Shipper at its option may deduct such disputed amount from the subsequent Fortnightly Invoices. 12.6.2 To the extent a Party is unsuccessful in relation to a disputed amount, it shall pay interest to the other party on the amount under dispute at Prime lending Rate (as declared by SBI overseas Branch, New Delhi) plus Five (5) percentage points and compounded annually for the period starting from and including the Due Date and ending on but excluding the date of release. Such interest to be paid by the unsuccessful Party shall be added to or deducted from the next Fortnightly Invoice. Any determined overpayment shall be refunded within Fourteen (14) Days of such detem1ination with interest thereon at Prime Lending Rate (as declared by SBI ) plus Five (5) percentage points compounded annually for the period starting and including the date of payment of the invoice and ending on and excluding the date of refund. Any claim in relation to the content of any Fortnightly Invoice which has already been paid shall be made in writing giving the details of such claim or dispute to the other party within Three (3) months of the date of the dispute. 12.6.3 In the event of a dispute arising out of this Article, the Shipper and the Transporter shall have the right at reasonable hours to examine the books, records and charts of the other party to the extent necessary to verify the accuracy of any statement of account charge or computation made pursuant to any of the provisions of this Agreement provided always that such books records and charts need not be preserved longer than a period of Four (4) years from the date of recording and that, if any such examination reveals any inaccuracy. in any billing thereto, the necessary adjustment in such billing and payments shall be made promptly. 12.7 REVOLVING LETTER OF CREDIT i) I Subject to Article 12.6.1 the Shipper and Transporter agree that the Shipper shall pay all invoices of the Shipper in full w'ithout making any deductions. In the event any amount invoiced to the Shipper is not paid in full, the Shipper shall forthwith establish a revolving Letter of Credit in favour of the Transporter for an amount equal to full value of transmission charges for a month based on the ACQ divided by twelve (12) and multiplied by the Prevailing Transmission Tariff. ii) the letter of credit shall be issued by a nationalized/scheduled bank ("issuing bank with an office in New Delhi, and in a form, reasonably) acceptable to the Transporter. ARTICLE 13 FORCE MAJEURE 13.1 Events of Force Majeure No failure, delay or omission by either Party to fulfill any of its obligations under this Agreement (other than the obligation to make payments when due) shall give rise to any claim against such Party or be deemed to be a breach of this Agreement if and to the extent such failure, delay or omission arises from any of the following events not within the reasonable control of such Party (each an event of ' 'Force Majeure"): For the Shipper a) as to LNG Supplier's Facilities and Dahej Terminal: i) fire, flood, atmospheric disturbance, lightning, storm, typhoon, tornado, earthquake, landslide, soil erosion, subsidence, washout or epidemic or other acts of God; ii) war (whether declared or undeclared), riot, civil war, blockade, insurrection.. acts of public enemies or civil disturbance; iii) lawful strike, lockout, or other industrial disturbance, affecting LNG Supplier's Facilities or Dahej Terminal; iv) loss of or damage to or failure of any of LNG Supplier's Facilities or Dahej Terminal except to the extent such loss, damage or failure is caused by the Willful Misconduct of supervisory or management personnel of LNG Supplier (in the case of LNG Supplier's Facilities) or PLL (in the case of Dahej Terminal); or v) any non-discriminatory acts of government, or compliance with such acts which directly affect LNG Supplier's or PLL's ability to perform its obligations under GSPA; and b) as to the LNG Tankers: i) loss of or damage to or failure of an LNG Tanker except to the extent caused by the Willful Misconduct of PLL or PLL's Transporter; ii) fire, flood, atmospheric disturbance, lightning, storm, typhoon, tornado, epidemics or other acts of God; iii) war, riot, civil war, blockade, insurrection acts of public enemies or civil disturbance; iv) strike, lockout or other industrial disturbance occurring aboard an LNG tanker or at a port or other facility at which such LNG tanker calls while in passage en route to or from the unloading port at Dahej Terminal; v) compliance by PLL or PLL's Transporter with international, national. port, transportation, local or other laws or regulations with which PLL or PLL's Transporter is obliged to comply; or vi) any non-discriminatory acts of government, or compliance with such acts, which directly affect PLL 's ability to perform its obligations under GSPA ; and c ) as to Consumers i) event s of force majeure declared under sales" contracts between Shipper and Designated Consumers (as hereinafter defined)provided that: (1) the daily quantity of Gas affected by force majeure declared under Shipper's Designated Consumers' contracts is greater than fifteen percent of the quantity, expressed in MMSCMD term's in Appendix I hereof for such contract year; (2) (the force majeure event(s) under Designated Consumer contracts continue for at least 3 consecutive days affecting and continuing thereafter to affect more than fifteen percent (15%) of the quantity expressed in MMSCMD terms in Appendix I hereof for such contract year; (3) Shipper complies with the provisions of Clause 13.3 in relation to such force majeure event(s); (4) in no event shall bankruptcy, insolvency or the financial hardship of a Designated Consumer constitute an event of Force Majeure excusing Shipper's performance under this Agreement, and (5) as soon as a force majeure event is declared under a Designated Consumer contract, Shipper agrees to use its best endeavors to divert Gas to other Consumers not affected by the event(s) of force majeure so as to minimize the quantity of Gas affected by such force majeure event(s). ii) provided however. the Designated Consumer force majeure has the following limitation: (1) Beginning the founh consecutive day of such force majeure event or events as affecting Shipper, Shipper's obligations under this Agreement shall be excused for quantities greater than fifteen percent (15%) of the quantity expressed in MMSCMD terms in Appendix I hereof for such contract year up to a maximum of fifty percent (50%) of the quantity expressed in MMSCMD terms in Appendix I hereof for such contract year (the "Force Majeure Volume") for so long as the force majeure event(s) continue, provided that; (2) the force majeure shall not exceed a cumulative maximum for Shipper's Force Majeure of sixty (60) days in any given Contract Year nor exceed a cumulative maximum of four hundred fifty six (456) days over the term of the Agreement. Beginning the sixty-first (61st) day, or four hundred and fifty sixth (456th) day (whether consecutive or cumulative declared days of force majeure under this Clause 13.1 (c) Shipper shall no longer be excused of its obligations during the relevant Contract Year (or during the balance of the term of the Agreement where the cumulative maximum of four hundred and fifty six (456) days has been reached) for the Force Majeure Volumes due to such force majeure event(s) including without limiting the generality. of the foregoing Shipper's obligations to pay for Ship or Pay Quantity. iii) For the purposes hereof "Designated Consumer" shall mean only: (1) those consumers and their facilities specifically required for consuming Gas in manufacturing or producing power, fertilizer, steel, Shipper's oil refineries, or petrochemicals for commercial sale which each on their own account consumed at least 14,275 Billion BTUs (the annual BTU equivalent of 1 MMSCMD) in the year immediately prior to the relevant Contact Year; and (2) those consumers and their facilities meeting the criteria noted in (1) above which Shipper has designated as a "Designated Consumer" prior to each Contract Year and for which PLL and LNG Supplier has been provided the right to inspect consumption statistics and the relevant facilities; provided, however, the aggregate consumption by such Designated Consumers in the year immediately prior to the relevant Contract Years shall not exceed the BTU equivalent of the quantity expressed in MMSCMD terms in Appendix I hereof for such contract year. iv) For Consumers other than Designated Consumers relief under Force Majeure during the term of this contract shall be restricted to a maximum of thirty days for each redelivery point and shall take effect from a date that is three days after the occurrence of Force Majeure under sales contract between Shipper and Consumer For the Transporter a) as to the Transmission System Any reduction in the gas throughput of the Transmission System or any segment thereof dedicated to transporting regasified LNG exclusively from PLLs Facilities (hereinafter a "Dedicated Segment"), by reason of an event of Force Majeure described in Clauses 13.I(a)(i), (ii), and (v) or by reason of a lawful strike, lockout, or other industrial disturbance, affecting the Transmission System or such Dedicated Segment or by reason of loss, damage or failure of the Transmission System or such Dedicated Segment (except where such loss, damage or failure is caused by the Willful Misconduct of supervisory or management personnel of Transporter or its agents or assigns in such capacity), preventing performance of Transporter's obligations hereunder, provided, however, that the maximum quantity of Gas in respect of which Transporter shall be entitled to Force Majeure relief under this Clause 13.I(d) shall not be greater than a pro-rated portion of such reduction equal to the proportion that gas representing Gas supplied by Shipper and Other Shippers bears to all gas, flowing through the Transmission System or such Dedicated Segment, as applicable. 13.2 Non-performance not excused for either Party Notwithstanding the provisions of this Article 13, neither Party shall be entitled to claim relief by reason of Force Majeure for: a) obligations of such Party that are required to be completely performed prior to the occurrence of the event of Force Majeure; b) the failure of such Party to maintain its facilities' or equipment in accordance with the standards of a Reasonable and Prudent Operator; or c) late performance caused by failure of such Party or its contractors or subcontractors to engage qualified contractors and suppliers or to hire an adequate number of personnel, except where such failure is due to Force Majeure. 1. 3. 3 Notice and resumption of normal performance a) Give Notice i) Promptly upon the occurrence of an event that a Party considers may subsequently lead it to claim Force Majeure relief under this Agreement, such party shall give notice to such effect to the other Party, describing such event and the obligations the performance of which could be detailed or prevented thereby. ii) A Party claiming relief on account of Force Majeure shall promptly after obtaining the relevant details regarding such Force Majeure, give notice to the other Party of the event or circumstances giving rise to such Force Majeure and give notice to the other Party of the cessation of Force Majeure so as to enable such other Party the opportunity to mitigate any consequence of such event of Force Majeure provided that any failure to give such notice shall not deny the Party claiming Force Majeure relief from such Force Majeure pursuant to the terms of this Agreement. b) Provide Report Promptly after issuance of a notice, but in any event not later than 30 days after such notice, under paragraph (a) above, the Party claiming a Force Majeure shall provide the other Party with a full report about the Force Majeure including particulars of the event or circumstance, a general description of the obligations it is likely to affect, an estimate of its likely duration and a statement of the steps and time believed necessary to remedy and/or overcome any resultant failure to fulfill the obligations excused by such force Majeure c) Provide Access The Party claiming a Force Majeure shall forthwith, where practicable, give or procure the other Party, PLL and the LNG Supplier access to the scene of the event which gave rise to the Force Majeure for inspection, provided that the expense and risk of such access and inspection shall always be that of the requesting Party, PLL or the LNG Supplier, as the case may be. d) Provide Updates The Party claiming a Force Majeure shall, from time to time thereafter at reasonable intervals, and upon the reasonable request of the other Party, give to the other Party further information of the kind described in Article 13 2(b) provided that such updates are, in any event, given at least monthly e) Resume Performance The Parties shall exercise reasonable diligence to resume normal performance of this Agreement after the occurrence of an event of Force Majeure Prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Agreement to the extent not prevented by such event of Force Majeure. t) Act in Good Faith In relation to all matters affected by a Force Majeure, each Party shall exercise its rights under this Agreement in good faith. g) Endeavor to mitigate .For all matters affected by an event of Force Majeure, the Parties shall consult with a view to ending the Force Majeure and to mitigating the effects thereof during the period of Force Majeure. ARTICLE 14 WARRANTY, REPRESENTATION AND COVENANTS 14.1 SHIPPER'S WARRANTY 14.1.1 General The Shipper warrants title to all Gas delivered at Dahej Terminal for transmission through the Transmission System. 14.1.2 Shipper warrants to the Transporter that, as at the date hereof: i All licenses, permissions, consents and authorisations necessary to enable the Shipper to perform its obligations under this Agreement are valid and effective; ii That valid and proper agreement between the Shipper and the supplier of regasified LNG subsists at the date hereof to enable the Shipper to fulfill the delivery obligation of this Agreement. 14.1 3 Taxes and Duties The Shipper shall pay all duties and taxes and other sums arising in respect of handling and delivery of regasified LNG prior to delivery at the Delivery Point and following redelivery at the Redelivery Points under this Agreement and will indemnify and save harmless the Transporter and, Transporter's employees and representatives against any and all loss, damages and expenses of every character on account of adverse claims to the Gas delivered by it under this Agreement or on account of royalties, taxes and duties or other charges thereon applicable to its share of delivered Gas at the Delivery Point and on account of redelivered Gas after the Redelivery Point. 14.1.4 Shipper's Covenants The Shipper covenants with the Transporter throughout the period of this Agreement not to do, or omit to do, any act or thing, or (to the extent that it is within its power to prevent) whereby the warranties given under Article 14 may be rendered invalid or would not be true in all material respects. 1-1.2 TRANSPORTER'S WARRANTY The Transporter warrants to the Shipper that. as at the date hereof the Transpoter has obtained all licences, permissions, consents and authorizations, (as necessary), to enable the Transporter to perform its obligations under this Agreement and that the same are valid and et1ective and will remain valid and effective throughout the period of this Agreement. 14.2.1 Taxes and Duties The Transporter shall pay all duties and taxes and other sums arising in respect of the revenue arising from transportation, handling and redelivery of Gas from and after the Delivery Point and up to the Redelivery Point under this Agreement or any other agreements and will indemnify and save harmless the Shipper, its employees and representatives against any and all loss,damages of expense that may be incurred by the Shipper in relation to payment of any of the aforesaid duties and taxes or other sums, applicable from and after the delivery of the Gas at the Delivery Point and up to the Redelivery Point. 14.3 Transporter's Covenants The Transporter covenants with the Shipper throughout the period of this Agreement not know'ingly to do, or omit to do, or (to the extent that it is within its power to prevent) permit to be done any act or thing, whereby the warranties given under Article 14.2 may' be rendered invalid or would not be true in all material respects. ARTICLE 15 LIABILITY AND INDEMNITY 15.1 GENERAL INDEMNITY 15.1.1 By the Shipper Except as otherwise expressly provided herein. Shipper shall indemnify and hold harmless Transporter and each of its Affiliates, employees and agents from and against any and all claims and damages arising out of the design. construction, maintenance and operation of the Dahej Terminal up to and including the Delivery Point and the Consumer Facilities, except to the extent such claims or damages are caused by the negligence or Willful Misconduct of the Transporter or any of their respective Affiliates. employees or authorized representatives. 15.1.2 By the Transporter Except as otherwise expressly provided herein, Transporter shall indemnify and hold harmless the Shipper and its Affiliates, employees and agents from and against any and all claims and damages arising out of the design, construction. maintenance and operation of the Transporter's Facilities after the Delivery Point and up to the Redelivery Point, except to the extent such claims or damages are caused by the negligence or Willful Misconduct of Shipper, their Affiliates, employees or authorized representatives. 15.2 CONSEQUENTIAL LOSS Except as otherwise specifically provided herein, neither Party shall be liable to the other Party for any indirect, incidental or consequential loss or damage or loss of opportunity or profits. 15.3.1 INDEMNITY PROCEDURE 15.3.1 Each Party shall notify the other Party promptly of its entitlement and intention, to make any claim for indemnification pursuant to this Article 15. 15.3.2 The person indemnified pursuant to this Article 15 shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such person in respect of or resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and the reasonable cost and expenses thereof shall be subject to the provisions of this Article 15, provided that if the person indemnifying acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 15, the person indemnifying shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice, if it gives prompt notice of its intention to do so to the person indemnified and reimburses the person indemnified for the reasonable cost and expenses incurred by the person indemnified prior to the assumption by the person indemnifying of such defense. 15.3.3 The person indemnified which exercises its rights under Article 15.3 7. shall not be entitled to settle or compromise any claim, action. suit or proceeding without the prior written consent of the person indemnifying. ARTICLE 16 INSURANCE 16.1 Risk and title of Gas The Title to the Gas delivered by the Shipper to Transporter at Delivery Point shall at all times rest with the Shipper. Risk of loss of such Gas once delivered to the Transporter at Delivery Point shall shift and be with the Transporter while such Gas is in possession of the Transporter until redelivered to Shipper at the Redelivery Point. 16.2 Insurance of Gas The Transporter shall be responsible and shall bear the cost of insurance of Such Gas as described in Article 16.1 The Shipper shall reimburse to the Transporter insurance cost incurred by the Transporter for obtaining such insurance of Shipper's Gas in possession of Transporter. The Transporter shall raise a debit note along with documentary evidence in respect of the cost incurred towards obtaining such insurance. 16.3 Transportation System Insurance All insurance in respect of the Transportation System, including third party risks, shall be the responsibility of the Transporter and the Transporter shall arrange for any such insurances to include a waiver of subrogation rights against the Shipper so that the insurers may not make any claim which the Transporter are prevented from making hereunder. ARTICLE 17 ASSIGNMENT 17.1 Assignment with Prior Consent Except as provided in Clause 17.2, neither Party shall assign its rights (in whole or in part or transfer its obligations (in whole or in part) under this Transmission Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld) 17.2 Assignment of rights for security Notwithstanding the foregoing and without the prior written consent of the other Party, either Party may assign all or part of its rights under this Agreement to Lenders or Lenders' agent. 17.3 Assignment to any of the other Shipper The Shipper may without obtaining the consent of the Transporter assign whole or any part of its rights and obligations under this Agreement to the Other Shipper(s) at the time of signing of this Agreement provided, however. that such assignment shall not be eft'ective unless the Shipper procures the assignee to enter into a direct covenant with the Transporter by which the assignee undertakes to perform all the obligations of the assignor under this Transmission Agreement which is to be assigned to it; Unless specifically provided for, no assignment of obligations shall operate to relieve the Shipper of any liability with respect to such obligations which was incurred by the assignor under or pursuant to the terms of this Agreement prior to the effective date of such assignment and remain unfulfilled on that date. ARTICLE 18 DISPUTE RESOLUTION 18.1 Amicable Settlement The Parties shall use their respective reasonable endeavors to settle any Dispute amicably through negotiations. If a Dispute is not resolved within sixty (60) days after written notice of a Dispute by one Party to the other Party then the provisions of Clause 18.3 shall apply unless the subject matter of such Dispute is required to be referred to a Sole Expert under Clause 18.2 in which case the provisions of Clause 18.2 shall apply 18.2 Determination by Sole Expert Any Dispute arising out of matters relating to Article 9 or Article 7 shall be referred only to a Sole Expert who shall be appointed in accordance with Appendix 5. 18.3 Arbitration (i) Any Dispute arising in connection with this Agreement which is not resolved by the Parties pursuant to Clause 18.1 within sixty (60) days of the notice of the Dispute or paragraph 3.4 of Appendix 5 shall be finally settled by arbitration in accordance with the Indian Arbitration and Conciliation Act 1996 and rules made thereunder from time to time. The procedure for appointment of arbitrators shall be as follows: a. After the sixty (60) day period described in Clause 18.1, either Party may submit the Dispute to a single arbitrator (the "Sole Arbitrator"). The Sole Arbitrator shall be selected by Transporter within thirty (30) days of the expiration of such 60 day period from a panel of three (3) distinguished persons nominated by the Shipper b. In the event of any failure to select a Sole Arbitrator under Clause 18.3(i)(a), the Dispute shall be referred to a tribunal comprising three (3) arbitrators Each Party to the arbitration shall appoint one arbitrator and the two arbitrators thus appointed shall choose the third Arbitrator who will act as a Presiding Arbitrator of the Tribunal (together forming the "Arbitral Tribunal"). c. The decision(s) of the Sole Arbitrator or the Arbitral Tribunal, as the case may be, supported by reasons for such decision shall be final and binding on the Parties. d. The venue of arbitration shall be New Delhi. (ii) Notwithstanding anything contrary contained in Article 18.3(i), in the event of Dispute as long as Shipper and Transporter remains Government Companies, inter se, such Dispute shall be referred by either party to the arbitration of one of the arbitrators in the Department of Public Enterprises to be nominated by the Secretary to the Government of India, in charge of the Bureau of Public Enterprises. The Arbitration & Conciliation Act, 1996 shall not be applicable to the arbitration under this clause. The award of the Arbitrator shall be binding upon the parties to the dispute, provided, however, any party aggrieved by such award may make a further reference for setting aside or revision of the award to the Law Secretary Deptt. Of Legal Affairs, Ministry of Law & Justice, Government of India. Upon such reference the dispute shall be decided by the Law Secretary or the Special Secretary / Additional Secretary, when so authorized by the Law Secretary, whose decision shall bind the parties finally and conclusively. The parties in the dispute will share equally the cost of arbitration as intimated by the Arbitrator. This Clause 18.3 shall survive the termination or expiry of this Agreement. 18.4 Continue performance While any Dispute under this Agreement is pending, including the commencement and pendency of any Dispute referred to the Sole Expert or arbitration, the Parties shall continue to perform all of their respective obligations under this Agreement without prejudice to the final determination in accordance with the provisions under this Article. ARTICLE 19 CONFIDENTIALITY 19.1 CONFIDENTIALITY Agreement is confidential The terms and conditions of this Agreement and all information and documents pertaining hereto, including without limitation all construction and operating data or any other written or oral information that may come into the possession of a Party in connection with this Agreement that is not already known by such Party or that is not already in the public domain, shall be treated as confidential and shall not during the term of this Agreement and for two (2) years thereafter be disclosed in whole or in part by either Party to a third party (except as set out in Article 19.2 below) without the prior consent in writing of the other Party 19.2 Allowable disclosures Notwithstanding the provisions of Article 19.1, the consent referred to therein shall not be required for disclosure of any of the terms and conditions by either Party where and, to the extent, that such disclosure is reasonably and necessarily required; i. to Other Shipper, the Shipper's Representative, PLL, Consumer or to their respective directors, managers, employees, agents and external advisers to the extent required for conducting, planning or administering the business of the Other Shipper, the Shipper's Representative, PLL and Consumer as the case may be; ii. to its directors, managers, employees, contractors, agents and professional advisers to the extent required for the proper execution of their work subject to their being bound by the confidentiality provisions set forth herein: iii. in connection with a bonafide assignment of the whole or any part of the Party's rights and obligations under this Agreement; iv. to any government department or any governmental or regulatory agency, but only to the extent that disclosure thereto is compelled by law subject to prior written notice to the other party; v. to the extent required by any applicable law. judicial arbitral or determinative process, or by the regulations of any recognized stock exchange on which the shares of such Party are or may become quoted. vi. in connection with the borrowing of funds or the raising of finance or capital by either Party; or vii. 10 other parties in respect of their activities as member of any co-ordination team set up to manage implementation of this Agreement provided that in the case of any disclosure pursuant to Articles 19.2 the disclosing Party shall procure that the recipient shall keep any information disclosed confidential during the term of this Agreement and for two (2) years thereafter and shall enter into a written confidentiality. Agreement at least as stringent as those contained herein. For the avoidance of doubt, this Clause 19 shall survive termination of this Transmission Agreement. ARTICLE 20 GOVERNING LAW 20.1 This Agreement shall be governed and construed in accordance with Laws of India including without limitation, of the relevant central/state acts and the rule, regulations and notification issued and amended thereunder from time to time. 20.2 The courts and tribunals at Delhi shall have exclusive jurisdiction over the enforcement of an award rendered pursuant to arbitration under Article 18 and in relation to any petition for interim relief. ARTICLE 21 NOTICES 21.1 All notices or requests provided for or permitted to be given under this Agreement must be in writing and in English language and shall be deemed effectively given when personally delivered or mailed by pre-paid certified mail, return receipt requested, or by facsimile transmission, addressed as follows and shall be deemed received (x) on the date of receipt if delivered by pre-paid certified mail, or (y) on the date of delivery if personally delivered and duly acknowledged or in the case of facsimile on the date of transmission provided a confirmation of receipt is obtained within normal business hours, otherwise on the following Business Day (i) If to the Shipper: Bharat Petroleum Corporation limited 4&6 Currimbhoy Road Ballard Estate Mumbai 400 001 (ii) If to the Transporter GAIL (INDIA) LTD GAIL Building 16, Bhikaji Cama Place R K Puram Ring Road New Delhi - 110 066 or to such other address or facsimile number or to the attention of such other person as such Party may designate by written notice to the other Party. ARTICLE 22 MISCELLANEOUS 22.1 ENTIRETY OF AGREEMENT This Agreement contains the entire agreement between the parties relating to the delivery, transmission and redelivery of gas during the term hereof and, except for the Agreement, no prior promises, agreements, or warranties. whether written or oral, shall be of any force or effect unless embodied herein. 22.2 AMENDMENT Any amendment to this Agreement or any of its provisions shall be valid and binding, only if both the Parties to this Agreement approve of it in writing 22.3 WAIVER No waiver of any provision under this Agreement shall be effective unless the same is in writing and signed by duly authorized representatives of the Parties. No default or delay by either Party in exercising their rights hereunder shall generate as a waiver thereof. No waiver by any party of anyone or more defaults by any other party in the performance of this Agreement shall operate as a waiver of any future defaults, whether of a like or different character. 2.5 EFFECT OF TERMINATION An termination of this Agreement shall be without prejudice to the rights and/or obligations of either Par1y which may have accrued hereunder prior to the date of termination and shall be without prejudice to any right at law to claim damages or other relief for losses arising out of or in connection with a failure by either Party to perform it obligations hereunder. 22.6 DETAILS OF PERFORMANCE Detailed implementation procedures necessary' for performance of this Agreement shall be agreed upon by the Transporter and Shipper. In case of conflicts between such procedures and the terms of this Agreement, the latter shall control the extent necessary to resolve such conflict. 22.7 FINANCING a) The Parties recognize that PLL has obtained and/or may obtain financing with respect to the Dahej Terminal from PLL's Lenders and that PLL Lenders will require certain documents and agreements from Shipper and/or PLL to facilitate such financing. Accordingly Transporter agrees that it shall, provide copies of such documentation and agreements, if any, as may be requested by PLL's Lenders and shall cooperate with PLL in all respects as the PLL may request from time to time to facilitate the obtaining of such financing. b) The Parties recognize that Transporter has obtained and/or may obtain financing with respect to the Transmission System from its lenders and that its lenders will require certain documents and agreements from Shipper to facilitate such financing. Accordingly Shipper agrees that it shall provide copies of such documentation and agreements, if any, as may be requested by Transporter's lenders and shall cooperate with Transporter in all respects as the Transporter may request from time to time to facilitate the obtaining of such financing. 22.8 SEVERABILITY The provisions of this Agreement are severable, and if any portion of this Agreement is deemed legally invalid or unenforceable, the remainder of this Agreement shall survive and remain in full force and effect; provided however that if a provision is held to be invalid or unenforceable, the Parties shall negotiate in good faith to adopt a replacement provision to carry out, in effect, the Parties' original intention to the extent permitted by applicable Laws. 22.9 CONTRACT REVIEW If circumstances arise which were not foreseen at the outset of the execution of this Agreement, the Parties shall agree to meet and discuss circumstances in good faith, and consider taking actions appropriate to alleviate or eliminate such circumstances or the effects thereof. IN WITNESS WHEREOF this Agreement has been executed by the duly authorized representatives of the Parties the Day and year first above written. For the For the Shipper: Transporter: GAIL (INDIA) BPCL LTD Appendix 1 ACQ, AND REDELIVERY QUANTITIES * ACQ will be confirmed to GAIL by BPCL after signing agreement with end consumers. Contract Year Shipper Maximum Capacity ACQ (Billion BTU)* AACQ (MMSCMD) CONSUMER DETAILS FOR SHIPPER Maximum Consumer's ACQ GCV Range Maximum Hourly Redelivery Redelivery Points (MMSCMD and Kcal/SCM Flow SCM Pressure MMBTU) (kg/Cm2)# 0.70 MMSCMD SFC Kota (Provisional)* Oswal Chemiclas 0.45 MMSCMD & Fertilizers Ltd. (Provisional) * ACQ for SFC Kota and OCFL to be confirmed by BPCL after entering into a GSA with them. Subsequent to this GAIL to lay necessary pipeline upto SFC Kota and BPCL to pay additional spur line charges as informed by GAIL at a later date # Maximum Redelivery Pressure to be confirmed by GAIL at a later date as per availability. APPENDIX 2 A) TRANSPORTER'S FACILITIES Transporter's Facilities, for the purpose of this Agreement, shall be the facilities for receiving Gas at Delivery Point, the interconnecting pipelines which may be used for transmitting the Gas from the outlet flange of the Delivery Point at Dahej Terminal to the Redelivery Points designated by the Shipper including compressors and other ancillary equipment and the facilities for Gas measurements, analysis and other terminal facilities owned by the Transpol1er at the Redelivery Points The Gas Transporter's Facilities will include the following (1) Despatch Terminal at Dahej including check metering facilities, pig launcher facilities and control room etc. (2) Trunk pipeline system of suitable size & length for transportation of regasified LNG from Dahej to Vijaipur and extension thereof from time to time. (3) Spur lines from the main trunk line for the supply of gas to individual consumers. (4) Compressor stations at suitable locations to transpol1 the gas as well as meet the contractual pressure requirements of the consumers. (5) Sectionalizing valves at suitable locations for the operation, maintenance and safety of the pipeline system. (6) Intermediate pigging stations at suitable locations. (7) Cathodic protection system and external coating for protection of pipeline from corrosion. (8) SCADA and Telecom facilities for data and voice communication including l Radio Repeater Stations along the pipeline. (9) Instrumentation and control systems, Master Stations etc. (10) Consumer Terminals including pressure reduction, metering facilities. chromatograph, etc, for supply of gas to consumers. (11) Power source, either TEG or CCVT or any other device for meeting power requirements of CP stations, SV stations, Telecom and SCADA facilities. (12) Miscellaneous utility and safety systems. Control Room, Administrative Building etc B) PLL's FACILITIES PLL's Facilities will generally include the following: (1) Main Design Characteristics - receiving capacity for approximately 5,000,000 Metric Tonnes of LNG per annum (2) Unloading Facilities- (a) Capable of accepting LNG Tankers. (b) Turn over of the LNG Tankers approximately 80 cargo lots per annum (c) Unloading facilities will have three LNG unloading arms and one natural gas loading arm. (d) Two LNG unloading lines (including recirculation system) (3) LNG Storage Tanks - two storage tanks of net capacity approximately 148,000 meter cube each. (4) BOG Compressors. (5) One Flare. (6) One recondenser. (7) Sendout system (a) Three "In" tank pumps in each LNG tank (b) Fire HP LNG send out (c) Vaporization System - Seven Shell and Tube Type (STV) vaporizers. Two Submerge Combustible Vaporizers (SCV). (8) Power System- Utilities including fire-fighting facilities. Appendix 3 QUALITY SPECIFICATION DELIVERY SPECIFICATION AT DELIVERY POINT GROSS HEATING VALUE OF GAS The Gas offered at the Point shall have a Heating Value in a gaseous state in the range of one thousand and fifty (1050) BTU's per Standard Cubic Foot (approximately equal to 9.340 kilo calories per Standard Cubic Meter) to one thousand and seventy (1170) BTU's per Standard Cubic Foot (approximately equal to 10,420 kilo calories per Standard Cubic Meter) COMPOSITION OF GAS The Gas to be supplied by Seller to Buyer, shall have the following composition. Composition of Gas Component Specifications Methane (C1) not less than 85 MoI% Ethane (C2) not more than 9.2 MoI% Propane (C3) not more than 3.00 MoI% Butanes (C4) and heavier not more than 2.00 MoI% Pentanes (C5) not more than 0.25 MoI% Nitrogen (N2) not more than 1.25 MoI% Oxygen (O2) not more than 0.5 MoI% Total not more than 2.0 MoI% Non Hydrocarbons not more than 10 ppm by weight expected H2S content Total Sulphur including H2S not more than 4 ppm by volume. Gas shall be reasonably free from dust (max size microns), gum forming constituents and other deleterious solid and/or Impurities ** liquid matter which will cause damage to or interfere with the Operations of Gas Transporter's Facilities. Water content Not more than 112 Kg/MMSCM ** (Expect that during the Commissioning Period, dust particles of up to 10 micron size may be present.) REDELIVERY SPECIFICATIONS AT REDELIVERY POINTS GROSS HEATING VALUE OF GAS Shall be as per the range specification in Appendix I. COMPOSITION OF GAS The Gas to be supplied by Seller to Buyer, shall have the following composition Composition of Gas Component Specification (MoI%) Methane (C1) Ethane (C2) 84.5 to 98.77 Propane (C3) 9 to 0.69 Butanes (C4) and 2 to 0.03 heavier Pentanes (C5) and 0.25 heavier Nitrogen (N2) 1.25 to 0.51 Oxygen (O2) not more than 0.5 MoI% Total Non not more than 2.0 MoI% Hydrocarbons not more than 10ppm by weight Total Sulphur including expected H2S content not more than H2S 4 ppm by volume. Carbon-dioxide 0 Gas shall be reasonably free from dust (max size 5 microns), gum forming constituents and other Impurities ** deleterious solid and/or liquid matter which will cause damage to or interfere with the Operations of gas Transporter's Facilities. Water Content Not more than 112 Kg/MMSCM APPENDIX 5 SOLE EXPERT 1 APPOINTMENT OF SOLE EXPERT The procedures for the appointment of a Sole Expert shall be as follows i The Party wishing the appointment to be made shall give notice in writing to that effect to the other party and with such notice shall give details of the matter which it is proposed, shall be resolved by the Sole Expert. ii. The paf1ies shall attempt to agree upon a Sole Expert to whom the matter in dispute shall be referred for determination. iii. If within twenty-one (21) Days after the service of notice pursuant to paragraph (i) above the Parties have failed to agree upon a Sole Expert then the matter shall, as soon as possible, be referred by the Party wishing the appointment to be made to Director General of Hydrocarbon ("Appointing Authority") which shall be requested to make the appointment of the said Sole Expert within thirty (30) Days. iv. Upon an Expert being agreed or selected under the foregoing provisions of this Schedule the parties or either of them shall forthwith notify such Sole Expert of his selection and shall request him to confirm within fourteen ( 14) Days whether or not he is wiling and able to accept the appointment and whether or not there is any conflict of interest or duty as described in paragraph below. v. If such Sole Expert shall be either unwilling or unable to accept such appointment or shall not have confirmed his acceptance of such appointment within the said period of fourteen (14) Days, then (unless the Parties are able to agree upon the appointment of another Sole Expert) the matter shall be referred (by any party) in manner aforesaid to the Appointing Authority as in 20.4 (iii) who shall be requested to make a further appointment and the process shall be repeated until an Sole Expert is found who accepts appointment. vi The parties shall co-operate with each other to ensure that the terms of the contract of appointment of the Sole Expert are agreed with him as soon as possible. If there is any dispute between the Parties on the amount of remuneration to be offered to the selected Sole Expert then such amount shall be determined by the Appointing Authority as in 16.4 (iii) whose decision shall be final and binding on the Parties. The fee and expenses of the Sole Expert shall be borne equally by both parties. 2. QUALIFICATION OF SOLE EXPERT i. No person shall be appointed to act as a Sole Expert under this Article unless he is qualified by education, experience and training to determine the matter in dispute. ii Alter becoming aware of any conflict of interest which the Sole Expert may have if either party objects to the proposed or existing appointment of a Sole Expert within seven (7) Days after such disclosure or within seven (7) Days of such party becoming aware of a conflicting interest or duty which has not previously been disclosed, because it considers that there is a material risk of such conflicting interest or duty prejudicing the Sole Expert's decision then either Party may apply to the Appointing Authority who shall decide if such Sole Expert shall be appointed as or shall continue as the Sole Expert or if necessary, appoint a replacement Expert. iii. No person shall be appointed a Sole Expert who at the time of appointment is (or has been within the preceding twelve (12) months) a director, office holder or an employee or directly or indirectly retained as consultant to, a Party or any Affiliate or a Party. iv All information, data or documentation disclosed or delivered to the Sole Expert by a Party, pursuant to his appointment as Sole Expert hereunder, shall be treated as confidential and, except as provided in paragraph 16.5.2 (v) below, the Sole Expert shall not disclose to any person any such information, data or documentation. All such information, data and documentation shall remain the property of the party disclosing or delivering the same and all copies thereof shall be returned on completion of the Sole Expert's work. v. The Sole Expert may disclose any confidential information, data or documentation, as described in paragraph 165.2 (iv) above., to employees of the Sole Expert or to Affiliates of the Sole Expert or to the professional advisers to the sole Expert provided that such employees or Affiliates or professional advisers shall, prior to such disclosure, enter into specific obligations with the Sole Expert to maintain the confidentiality of such information, data and documentation. vi. The terms of appointment of the Sole Expert shall contain an obligation on the Sole Expert to comply with the obligations set out above. 3. TER'MS OF REFERENCE AND DECISION OF SOLE EXPERT 3.1 The terms of reference of the Sole Expert shall contain, among other things, provisions that: i. The Parties shall be entitled to supply data and information and make submissions to the Sole Expert. ii. The Sole Expert shall make his decision as soon as reasonably practicable after his receipt of such data, information and submissions as are supplied and made to him by the Parties not later than thirty (30) Days after his appointment. The Sole Expert shall ignore data, information and submissions supplied and made after such thirty (30) Days unless the same are furnished in response to a specific request from him or are made in response, in accordance with paragraph 20.7.1 (iv), to a submission by the other Party. iii The Sole Expert shall be entitled to obtain such independent professional and / or technical advice as he may reasonable require and to obtain such secretarial assistance as is reasonably necessary. iv. Copies of all written data, information and submissions supplied or made by any Party to the Sole Expert shall be provided simultaneously to the other Party which shall, within fourteen (14) Days of receipt of such data, information or submissions have the right to comment in writing on it to the Sole Expert. Copies of any such comments shall be supplied promptly to the other Party, v. No meeting between the Sole Expert and a party shall take place unless both Parties have a reasonable opportunity to attend any such meeting. vi. The Sole Expert shall give full written reasons for his determination and shall furnish the Parties with a draft of his proposed determination in respect of which the Parties shall be entitled to make representations to the Sole Expert within thirty (30) Days after receipt of the same. 3.2 If within a reasonable period (which shall not without the prior written consent of the Parties, exceed ninety (90) Days after the acceptance of his appointment) the Sole Expert has not rendered his determination then, at the request of either Party, another Sole Expert shall be appointed hereunder. On acceptance of such appointment the appointment of the previous Sole Expert shall cease unless, prior to the date on which the new Sole Expert accepts his appointment, the existing Sole Expert shall have rendered his determination hereunder in which case such determination shall be binding on the Parties and the instructions of the new Sole Expert shall be withdrawn. 3.3 The Sole Expert shall be deemed not to be an arbitrator but shall render his decision as an Sole Expert and the provisions of laws relating to arbitration shall not apply to the Sole Expert or to his determination or to the procedure by which he reaches his determination. 3.4 The determination of the Sole Expert shall be final and binding upon the parties in relation to the matters referred herein, save in the event of fraud or mistake as to law or material fact. 3.5 Each Party shall bear the costs of providing all data, information and submissions giving by it and the costs and expenses of all lawyers, advisers, witnesses, employees and other persons retained by it. 3.6 CONTINUED PERFORMANCE While any Dispute under this Agreement is pending including the commencement and pendency of any reference to the Sole Expert or Arbitration, the Parties shall continue to perform all their obligations under this Agreement without prejudice to the final determination in accordance with the provisions under this Article. APPENDIX 6 MEASUREMENT STANDARDS 1 TECHNICAL REQUIREMENT FOR MEASUREMENT FACILITIES "Measurement Facilities" are those facilities installed by PLL wrt Delivery Point and by the Transporter wrt Delivery Point & Redelivery Points to perform, on a continuous basis. Gas quality monitoring, Gas volume measurement, recording and telemetry at the Delivery Point or at or immediately prior to the Redelivery Point as the case may be. The Parties recognize that other facilities may be installed upstream of the Measurement Facilities to perform a number of functions, including Gas conditioning and pressure enhancement as well as downstream of the Measurement Facilities for the purposes of flow control, pressure and reverse flow protection, and that such facilities are not Measurement Facilities for the purpose of this Agreement. The Technical parameters to be measured in the Measurement Facility of the Gas delivered at the delivery point by the Supplier and the respective test methods are i. Gas heating value measurement The Measurement facilities will include a Gas chromatograph and a device for Gas sampling and periodic measurement or calculation of the Gross heating value of the Gas. The Gross Heating value and Gas Relative Density to be measured in accordance with the test method. GPA 2145(SI) or ISO-6976 (as mutually agreed between Seller and the Buyer) standard practice for calculating heat value, compressibility factor and relative density of Gas. ii. Gas volumetric measurement The Measurement facilities will include a Gas volume measurement system, comprising a primary volume measurement device, (Meter) temperature and pressure measuring devices, and a device for the correction of primary measurements to standard conditions, Gas volume measurement shall be done by Turbine Meters and THE AGA-7 standard shall be used for this AGA-8 standard shall be used to calculate the Gas deviation factor (latest editions of these standards to be used). iii. Gas quality monitoring The measurement Facility will include devices for the measurements of the quality of the Gas, Such devices include chromatographs H2S/Total Sulphur Analyzer, moisture analyzer, and automatic Gas samplers The standards to be used for these qualities of the Gas are as follows: a. Chemical Analysis of Natural Gas ASTM- D-1945 -standard test method for analysis of Gas chromatography for Hydrocarbons, Nitrogen and Oxygen. b. Hydrogen Sulphide Relevant section of ISO 6326 -standard test method for Hydrogen Sulphide in Gas ( Methylene Blue method). c. Total Sulphur Relevant section of ISO 6326 Test method for Total Sulphur in Gas by Hydrogenolysis and Rateometric Colorimetry. d. Water ASTM-D-5454-standard test method for total water vapor content of Gas using Electronic Moisture Analyzers. Verified using ASTM-D-1142 -standard test method for water vapor content of Gas by measurement of dew point temperatures. 3 ACCURACY OF THE MEASUREMENT EQUIPMENT i. Gas chromatograph or other device used for determining of the Gross heating value. Acceptable accuracy is +/- 0.5 %. ii Pressure differential, pressure, temperature correcting instruments and transducers. Acceptable accuracy is -/- 0.25%. iii. Turbine Meters Acceptable accuracy is +/- 0.5 %. Note: If upon test, any measuring equipment is found to be accurate within the above limits of accuracy, all previous recordings or outputs of such equipment since the previous test of that equipment was found to be so accurate shall be considered accurate in computing the acceptance, transmission and delivery of Gas. APPENDIX 7 ALLOCATION AND QUANTITY DERIVATION MODEL 1. ALLOCATION The calculation steps involved in the Allocation of ownership as described in Article 8 is outlined in the form of a Model as follows: 1.1 GIVEN (MEASURED) Description Dahej Terminal GAIL IOC BPCL Firm nomination on Day "D" (at Redelivery point in C N2 N3 MMBTU or MMSCM) Total input Energy ED (Dahej) MMBTU Fuel and Vent/Flare F (MMBTU) Actual Redlivered Energy ARE1 ARE2 ARE3 (measured) 1.2 DERIVED (CALCULATED) GAIL = DE1 = ED x N1 N1+N2+N3 IOC = DE2 = ED x N2 N1+N2+N3 GAIL = DE3 = ED x N3 N1+N2+N3 1.2.2 EACH SHIPPER'S INPUT ENERGY SHARE (REDELIVERED AT THE REDELIVERY POINTS) ON DAY 1 GAIL : ARE1 IOC : ARE2 BPCL : ARE3 1.2.3 CLOSING STOCK BALANCE ON DAY 1 (OPENING BALANCE FOR DAY 2) GAIL : C1 = DE1 - ARE1 IOC : C2 = DE2 - ARE2 BPCL : C3 = DE3 - ARE3 1.2.4 CLOSING STOCK BALANCE ON DAY 2 GAIL : C1 + DE1 - ARE1 IOC : C2 + DE2 - ARE2 BPCL : C3 + DE3 - ARE3 1.2.5 The above calculations assume that quantities allocated to system Losses and own use will be borne by the Transporter. If the situation changes, the allocation ratios will be amended accordingly.
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