Standard form
SALE CONTRACT FOR PETROLEUM PRODUCTS PAID BY GAZPROM FUEL CREDIT CARD IN SERBIA AND ABROAD
Entered into on ______20___ by and between the following Contracting Parties:
1. NIS j.s.c. Novi Sad, Narodnog Fronta, Novi Sad, SALES AND DISTRIBUTION, 1 Milentija Popovica, Belgrade, phone: 011/311-33-11, company identification number: 20084693, entered in the Register of Business Entities in Belgrade, registration number: BD 93824/2005, business activity code:0610, bank account: 160-325082-68 with Intesa Bank, TIN: 104052135, represented on the basis of power of attorney No.______by ______(hereinafter: the Seller)
2. ______; address: ______tel: ______, company identification number: ______, , business activity code: ______, TIN: ______, represented by ______(hereinafter: the Buyer )
I SUBJECT MATTER AND TERMS AND CONDITIONS OF SALE
Article 1
The subject matter of this Contract is the Sale and Purchase of Petroleum Products and Other Goods and Services using the Seller's GAZPROM fuel credit card (hereinafter: the Card) in Serbia and abroad.
The Seller shall deliver to the Buyer petroleum products, other goods and services at its petrol stations.
The Buyer can use the Card for the purchase of petroleum products, other goods and services at the pertol stations of the Seller's subsidiaries abroad (hereinafter: Subsidiaries),
The Buyer agrees to use the Cards in the following countries:
□ Serbia □ Bosnia and Herzegovina □ Bulgaria □ Romania
*Note: (please specify the country where the Card is to be used by the Buyer).
A list of the Seller’s petrol stations for public use in Serbia is available on the Seller's website http://www.nispetrol.rs and http://www.gazprom-petrol.rs/ A list of the Subsidiaries’ petrol stations for public use is available on the website: http://www.gazprom- petrol.ba/ ; http://www.gazprom-petrol.bg/ and http://www.gazprom-petrol.ro/ .
The Seller and the Subsidiary mutually agree that the Contract concluded between the Seller and the Buyer grants the right to the Buyer to use the Card for purchase of petroleum products, other goods and services at the Subsidiary's petrol stations . By signing this Contract, the Buyer accepts the terms and conditions set forth in the Contract and which arise from of the use of Card abroad at a specific Subsidiary.
Article 2
By signing this Contract, the Buyer accepts all rights and obligations set forth in the General Terms and Conditions of the sale of petroleum products, goods and services using the GAZPROM debit, credit, CD and IC fuel cards (hereinafter: General Terms) which are an integral part of this Contract and are available at the Seller's website http://www.nispetrol.rs. and http://www.gazprom-petrol.rs/
II PRICE AND DISCOUNTS
Article 3
Prices of petroleum products, other goods and services in Serbia are established by the Seller's decisions in accordance with price fluctuations on the petroleum products market in the Republic of Serbia. Prices of petroleum products, other goods and services in Subsidiaries are established by the Subsidiary's decisions in accordance with price fluctuations on the petroleum products market in the country where the Subsidiary has its registered office.
The Seller shall invoice the delivered petroleum products, other goods and services to the Buyer at the price effective on the date of delivery, i.e. the day of takeover of the petroleum products, other goods and services by the Buyer at the Seller's petrol stations in Serbia.
Petroleum products, other goods and services supplied at the Subsidiary's petrol stations, shall be invoiced by the Subsidiary to the Buyer quoting the prices effective on the date of delivery, i.e. the day of takeover of the petroleum products, other goods and services by the Buyer at the Subsidiary's petrol stations.
SA-08.06.29-114, Version 01 Page 1 of 4 Invoices issued to the Buyer by the Seller shall be denominated in the local currency of the county of the entity issuing the invoice and in euros. The amount in euros shall be determined as per the middleexchange rate of the National Bank of the Subsidiary's country effective on the date of invoicing.
Invoices issued to the Buyer by the Seller shall be submitted to the Buyer by the Seller, and the Buyer shall effectuate the payment of all invoices (of the Seller and Subsidiaries) in line with this Contract.
Article 4
Discount price of petroleum products shall be granted to the Buyer based on the quantities of petroleum products taken over per month, for the calendar month in one country, in accordance with the applicable Discount scales for the quantities of the Seller’s petroleum products taken over (Appendix No. 4) for petroleum products purchased in Serbia, i.e. as per applicable Subsidiaries’ Discount scales (Appendix No.5) which are deemed to form an integral part hereof.
The corresponding discount shall be granted to the Buyer by issuing an approval note by end of the current month for the previous month. The approval note shall be denominated in the local currency of the approval note issuer, as well as in euros. The amount in euros shall be determined in accordance with the middle exchange rate of the National Bank of the country of the Subsidiary applicable on the date of issuing the approval note.
The approval note and its corresponding discount for the petroleum products purchased in Serbia shall be issued to the Buyer by the Seller. The approval note with its corresponding discount for the petroleum products purchased in the country of the Subsidiary shall be issued to the Buyer by a specific Subsidiary.
In case of any changes in quantity discounts during the term of this Contract, as defined in Appendix No. 4 and/or Appendix No. 5, the Seller shall notify the Buyer of the resulting change in writing and provide it with the updated Appendix No. 4 and / or Appendix No. 5.
The Seller and the Subsidiary shall reserve the right not to calculate the discounts should the Buyer fail to meet its obligations in due time.
III DEADLINES AND METHOD OF PAYMENT
Article 5
Invoicing of the delivered quantities of petroleum products, other goods and services shall be performed on ______day of the month.
If invoicing is performed once a month, the debtor-creditor relationship (DCO) shall arise on the last day of the month.
If invoicing is performed twice a month, the debtor-creditor relationship (DCO) shall arise on the 15 th(the fifteenth) calendar day of the month for the sale made in the first 15 (fifteen) calendar days of the current month, and on the last day of a month for the sale made from the 16th (the sixteenth) calendar day of the current month to the end of the month.
Article 6
The Buyer shall pay to the Seller and the Subsidiary within ______calendar days following the date of DCO for the taken petroleum products, other goods and services under Article 5 hereof. In line with the invoices issued by the Seller, the Buyer shall make the payment to the Seller in dinars (RSD), while for the invoices issued by a Subsidiary, the Buyer shall make the payment to the Subsidiary in euros (EUR).
When performing payments, the Buyer shall make a payment as per each payment document separately and indicate in a payment order the reference number of a payment document which is the basis of payment in line with the payment instruction specified in the document. Otherwise, the Buyer shall be charged with a penalty and receive a debit note in the amount of 0.1% of the amount of payment for the compensation of costs of the Seller's and Subsidiaries’ employees performing the unreferenced payment bookkeeping process.
The Seller shall retain the right to suspend delivery of petroleum products, other goods and services in the case the Buyer fails to duly perform its obligations towards the Seller and/or the Subsidiary.
IV DEFAULT INTEREST
Article 7
For the delayed payment, the Seller and/or the Subsidiary shall charge the Buyer with a legal default interest applicable in the country of the Seller and/or Subsidiary on a monthly level, for the period starting from the expiry of the due date up to the debt settlement date for the achieved sale volume.
The Buyer shall pay the charged monthly interest within 8 (eight) days from the date of submission of the interest charge calculation.
2 V SECURITY OF RECEIVABLES
Article 8
As a guaranty for deferred payments of petroleum products and legal default interest settlement and prior to the first delivery of petroleum products, the Buyer shall submit the following payment security instrument accepted by the Seller:
□ ______bills of exchange for purchase in Serbia and/or Subsidiaries
□ Bank guaranty for purchase in Serbia and/or Subsidiaries
□ Deposit in the amount of ______dinars (RSD) for the purchase of Serbia and /or Subsidiaries as additional paymentsecurity instrument along with the bills of exchange submitted by the Buyer.
* Note (please specify the agreed type security of the Buyer)
The Seller reserves the right to present for collection the submitted payment security instrument in case the Buyer fails to meet the deadline for payment of delivered petroleum products, other goods and services or calculated default interest to the Seller or the Seller's Subsidiary. By activating the Buyer’s payment security instrument, the Seller is entitled to collect all Buyer’s debts to the Seller and the Seller's Subsidiary.
When the Buyer fails to meet the deadline for payment of the delivered petroleum products, other goods and services to the Seller's Subsidiary, the Seller shall collect the amount due from the Buyer by activating the payment security instrument, and shall pay the Buyer’s claims payableto its Subsidiary. In this case, the Buyer , the Subsidiary and the Seller shall sign a specification of outstanding debts the Seller is to pay to the Subsidiary. By signing this Contract, the Buyer grantsan unconditional consent to the Seller to make this payment on its behalf, and to charge the same amount to the Buyer by the Seller by activating the submitted payment security instrument.
VI CONTRACT VALIDITY PERIOD
Article 9
The Contract is concluded for a definite period of time, i.e. one year from the date of its signing in accordance with Article 12. If neither of the Contracting Parties notifies in writing the other Party that it does not wish to extend this Contract within 30 (thirty) calendar days prior to the expiration of the Contract validity period and if after the review of documents submitted to the Seller by the Buyer in accordance with paragraph 2 of this Article the Buyer’s solvency status is not changed, the validity hereof shall be extended for the following year.
The Seller retains the right to request from the Buyer additional documentation for determining the Buyer's state of solvency before the extension of the Contract validity for the following year.
Based on the documentation mentioned in the paragraph above, the Seller shall offer the Buyer to extend the Contract under amended terms and conditions to be set forth in the Annex to the Contract.
VII FINAL PROVISIONS
Article 10
In case of a possible dispute the Contracting Parties shall agree the jurisdiction of the Commercial Court in Novi Sad.
Article 11
With reference to everything else that is not provided for in this Contract the provisions of the Law on Torts and other legislative regulations referring to the subject matter of this Contract shall apply.
Article 12
This Contract will be deemed concluded on the date when it has been signed by the authorized representatives of both Contracting Parties. In case the Contract is not signed by the authorized representatives on the same day, the Contract shall be considered concluded on the date of the later signature.
Article 13
SA-08.06.29-114, Version 01 Page 3 of 4 The Seller retains the right not to deliver petroleum products in the case of technological-production or business-operating problems.
The Seller will not be liable for any damage incurred by the Buyer in such case.
Article 14
The following Appendices form an integral partof the Contract:
- General Terms and Conditions (http://www.nispetrol.rs and http://www.gazprom-petrol.rs/ - Appendix No.1: Vehicle Specification for the Issuance of GAZPROM Fuel Credit Card - Appendix No.2: Request for the Issaunce of GAZPROM Fuel Credit Card - Appendix No. 3: Protocol on the GAZPROM Fuel Credit Card Handover - Appendix No.4: Discount Scale for the Petroleum Products Quantities Taken in Serbia - Appendix No. 5. Discount Scale for the Petroleum Products Quantities Taken in Subsidiaries - Appendix No. 6: Statement on the Ownership Structure
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Article 15
This Contract is concluded in 2 (two) original copes, 1 (one) for each Party.
S E L L E R B U Y E R
______[name, surname, position] [name, surname, position]
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