Exhibit 10.40
CONTRACT #0001115
PROVISION OF SERVICES FOR TRANSPORTATION OF OJSC
KHANTYMANSIYSKNEFTEGAZGEOLOGIYA OIL IN 2001
Moscow January 11, 2001
This Contract was entered into by and between OJSC Joint Stock Company for Oil
Transportation TRANSNEFT, hereinafter referred to as Transneft, represented by
▇.▇. ▇▇▇▇▇▇▇, First Vice President, acting on the basis of Power of Attorney #52
of March 14, 2000, on the one part, and OJSC KHANTYMANSIYSKNEFTEGAZGEOLOGIYA,
hereinafter referred to as the Consignor, represented by V.I. Konovalov, Vice
President, acting on the basis of Power of Attorney #10/M of November 11, 2000,
on the other part.
TERMS AND DEFINITIONS
CONSIGNOR shall mean a party under the Contract for the provision of oil
transportation services;
PRODUCER shall mean a producer of oil included by the RF Ministry of Energy in
the register of the subsoil users that extract oil and stable gas condensate;
CONSIGNEE shall mean a person authorized by the Consignor to accept oil at the
final Point of Acceptance (PA) in the transportation route;
OIL OWNER shall mean an owner of oil within a particular period of time, as
confirmed by the Consignor, when handing over oil on the RF territory;
FIRST OIL OWNER shall mean the first purchaser of oil from the producer;
LAST OIL OWNER shall mean a) an oil and export allocation owner in the event
that oil is exported to countries both within and outside the CIS; and b) an oil
recipient at Russia's refinery in the event that oil is transported to Russia's
refinery;
PAYMENT ASSIGNMENT shall mean a document for payment for the services involved
in transportation of an ordered oil shipment;
ROUTE ASSIGNMENT shall mean Transneft's instructions given to its subsidiaries
for the transportation of the Consignor's oil shipment;
POINT OF DISPATCH shall mean an initial PA in the transportation route (point of
acceptance of the Consignor's oil);
POINT OF DESTINATION shall mean a final PA in the transportation route (point of
oil handover to the Consignee);
OIL TRANSPORTATION APPLICATION shall mean a document on the amount of oil to be
transported next month;
OIL TRANSPORTATION ORDER shall mean the Consignor's instructions given to
Transneft for the transportation of specific amounts of oil in compliance with a
monthly application;
OIL ACCEPTANCE CERTIFICATE shall mean a document executed by the accepting and
handing over parties to confirm the handover and acceptance of oil; and
TRANSPORTATION shall mean Transneft's services for fulfillment of the order and
the dispatching process, acceptance, pumping, transshipment, handling and
handover of the Consignor's oil.
1. SUBJECT-MATTER
1.1. Transneft shall provide services as defined hereunder for the
transportation of the Consignor's oil via a system of trunk oil pipelines, and
the Consignor shall pay for such services in compliance with the procedure and
within timeframes specified in this Contract.
1.2. This Contract shall be entered into on the basis of the Consignor's annual
application for oil transportation (Annex #1) and export allocations duly
approved by an authorized governmental agency.
1.3. By signing this Contract, the parties confirm that they are aware of, and
shall comply with, the requirements of the following normative documents in
force as of the date of their application (given all changes and amendments,
including those made after the signing of this Contract), such requirements
being part and parcel of this Contract:
- Regulations for Acceptance and Movement of Oil in a System of Trunk
Oil Pipelines, approved by the Order of the RF Ministry of Fuel and
Energy, # 208 dt. Oct. 5, 1995;
- Pattern of Normal (Process) Oil Cargo Traffic, approved by the RF
Ministry of Fuel and Energy on Dec. 24, 1997;
- Norms of Natural Loss of Oil during Transportation via Tariff
Routes, approved by the RF Ministry of Fuel and Energy on Aug. 20,
1996 (as amended);
- Instructions for Metering of Oil during its Transportation, approved
by AK Transneft on Mar. 1, 1995;
- Instructions for Determining Oil Weight when Metering with the Use
of Systems for Measuring Oil Quantity and Quality Parameters "RD
153-39.4-042-99", approved by the RF Ministry of Fuel and Energy on
Apr. 14, 2000;
- Standard Requirements for the System for Measuring Oil Quantity and
Quality when Metering during Oil Transportation approved by AK
Transneft on Mar. 2, 1999 and agreed with GNMTs VNIIR, RF State
Committee for Standards; and
- Regulations for Operating Personnel of OAO MN to Deal with Safe
Prevention of Acceptance of Substandard Oil into a System of Trunk
Oil Pipelines.
Changes in the aforesaid documents made by Transneft shall be immediately
posted in a Transneft information board and deemed to have been brought to
the notice of the Consignors as of the date of posting.
2. RIGHTS AND DUTIES OF THE PARTIES
2.1. THE CONSIGNOR SHALL:
2.1.1. Submit to Transneft an annual application for the transportation of oil
in 2002 in a format specified in Annex #1 by September 15, 2001, and also a
monthly application for the transportation of oil in a format specified in Annex
#2 no later than 15 days prior to the beginning of the month in which the oil
shall be transported.
The date on which the application has been registered with Transneft shall be a
date of its submission.
The Consignor may update the monthly application within the limits of 20% of the
amount to be handed over in a given month up to the 25th of a month preceding
the one in which the oil shall be transported.
2.1.2 Submit to Transneft, by the 18th of the current month, an oil
transportation order in a format specified in Annex #3 and supporting documents
in compliance with Transneft's list (Annexes #4a, 4b, 4c and 4d), required for
the payment assignment and route assignment. Transneft may supplement a list of
documents to be presented by the Consignor to Transneft unilaterally by
notifying the Consignor within the shortest possible time.
The direction of oil deliveries and the total amount of monthly orders for the
transportation of oil shall correspond to the data indicated in the Consignor's
monthly application. If the total amount of orders exceeds the amount specified
in the monthly application, the additional oil amount may be indicated by the
Consignor and accepted by Transneft if this is technically feasible.
2.1.3. Not recall the supporting documents for the transportation of oil after
the route assignment has been issued by Transneft.
2.1.4. Hand over the oil at the point of dispatch pro rata the amount specified
in the monthly application.
2.1.5. Duly define (by issuing the power or attorney) authorized representatives
for signing acceptance certificates for the Transneft-rendered services and acts
of reconciliation of settlements between Transneft and the Consignor, and also
ensure that such representatives report for duty at Transneft's location. In the
event that the signed certificates and acts are returned, send the
representatives' power of attorney in the original by post.
2.1.6. Hand over the oil to Transneft at the point of dispatch, which is
intended for:
- transportation to Russia's refineries and the CIS countries'
refineries, with quality parameters complying with GOST 9965-76 OIL
FOR REFINERIES. SPECIFICATIONS; and
- export, with quality parameters complying with TU ▇▇-▇▇▇▇-▇▇ RUSSIAN
OIL FOR EXPORT. SPECIFICATIONS.
2.1.7. Ensure that the degree to which oil is treated and its quality parameters
meet the requirements of normative documents, with no free gas present in the
oil.
The oil quality parameters, including the degree to which oil is treated and gas
saturation, shall be monitored jointly by the Consignor and Transneft.
2.1.8. The Consignor and Transneft shall reconcile the general data on
acceptance, handover, losses and residue of the Consignor's oil on a cumulative
basis at least once a year within the agreed timeframes.
2.1.9. Ensure the Transneft representatives' access to oil acceptance points so
as to monitor the condition and use of devices and systems for measuring oil
quantity and quality in accordance with the principal and stand-by metering
flowchart, as well as to ensure that the Consignor complies with the oil quality
parameters.
The Consignor shall be responsible for the metering of the oil handed over at
the point of dispatch and accepted at the point of destination.
2.1.10. Independently or via an authorized legal entity arrange for tanker
freight and ensure that the tankers reach the point of destination within the
timeframes specified by the itemwise tonnage allocation schedule as approved by
the RF Ministry of Energy.
2.1.11. Ensure tanker freight, with tanker specifications enabling loading of
oil from the storage depot at the following pumping rates:
in the port of Novorossiysk - berth #1 - min. 10,000 t/h,
berth #2 - min. 6,000 t/h,
berths ##6 and 7 - min. 3,500 t/h; and
in the port of Tuapse - Southern Pier berths - 2,000 t/h.
2.1.12. Undertake the customs clearance of the oil transported outside the RF
customs area.
2.1.13. Pay for the services to the Transneft-specified accounts as laid down in
this Contract. In the event of changes in the bank information, Transneft shall
notify the Consignor of this in writing. The new bank information are mandatory
for payments against payment assignments, executed (but not made) prior to the
introduction of such new bank information unless otherwise stated in the
aforesaid written notification.
2.1.14. Inform Transneft timely (within no later than three days) in writing
about any change in the List of Documents to be presented by the Consignor to
Transneft for entering into a contract for oil transportation services.
2.1.15. Transport oil via trunk oil pipeline systems outside Russia on the basis
of contracts entered into by the Consignor and a relevant enterprise of the
country where such oil pipeline is laid.
2.1.16. In the event of oil exports, present a package of appropriate documents
by the 10th of a month following the one under review as envisaged by the RF Tax
Code.
Transneft may request additional documents that the Consignor must provide
within a specified period of time.
2.1.17. Ensure that the oil is accepted at the point of destination.
2.2. TRANSNEFT SHALL render services for the transportation of the Consignor's
oil via a system of trunk oil pipelines, specifically:
2.2.1. Coordinate the oil transportation process.
2.2.2. Monitor the condition and use of devices and systems for measuring oil
quantity and quality in accordance with the principal and stand-by metering
flowchart at the initial and final oil acceptance points.
2.2.3. Ensure that the Consignor's oil is accepted at the point of dispatch for
its subsequent transportation pursuant to Transneft's route assignment.
2.2.4. Develop cargo traffic and monitor the conditions under which oil is
pumped, transshipped, loaded (except for loading into tank trucks), discharged
and handed over to consignors in the RF and outside.
2.2.5. Issue the payment and route assignments on the basis of the package of
supporting documents provided by the Consignor should this be found technically
feasible.
2.2.6. Ensure that the Consignor's oil is accepted pro rata the amount specified
in the Consignor's monthly application under the acceptance certificate and the
quality certificate as envisaged by the Instructions for Metering of Oil during
its Transportation, with the quality characteristics complying with the
requirements set forth in item 2.1.6 hereinabove.
2.2.7. Ensure that the Consignor's oil is transported from the point of dispatch
to the point of destination within the period of time indicated in Transneft's
route assignment. The timeframe within which oil transportation commitments
should be met may be increased by the number of days when Transneft was unable
to transport oil. The factors hampering oil transportation shall include:
- prohibitory measures of authorized governmental agencies;
- cases provided for by applicable RF Law;
- technical infeasibility of handing over the oil at the point of
destination; and
- repairs to trunk oil pipeline systems due to breakdown.
2.2.8. Ensure that the oil is handed over to the Consignee at the point of
destination, with the execution of the acceptance certificate and the quality
certificate as envisaged by the Instructions for Metering of Oil during its
Transportation, in the amounts specified in Transneft's route assignment.
The acceptance certificates executed at the point of destination prove that
Transneft has met its commitments hereunder in terms of oil transportation, and
serve as a basis for subsequent reflection along the entire route. The Consignor
shall receive said certificates from persons that accept oil (see item 5.3
below).
2.2.9. Hand over the oil at the point of dispatch, which is intended for:
- transportation to Russia's refineries and the CIS countries'
refineries, with quality parameters complying with GOST 9965-76 OIL
FOR REFINERIES. SPECIFICATIONS; and
- export, with quality parameters complying with TU ▇▇-▇▇▇▇-▇▇ RUSSIAN
OIL FOR EXPORT. SPECIFICATIONS.
3. OIL ACCEPTANCE
3.1. The Consignor's oil shall be accepted at Oil Metering Unit #912 belonging
to OOO LUKOIL - Western Siberia, point of destination - ▇▇▇▇▇; and Oil Metering
Units ##530 and 553 belonging to OAO TNK-Nyagan, point of destination -
Krasnoleninsk.
3.2. Transneft shall accept the oil against the acceptance certificate and the
quality certificate as envisaged by the Instructions for Metering of Oil during
its Transportation, in the amounts specified in Transneft's route assignment.
3.3. The degree to which oil is treated and its quality parameters shall meet
the requirements of normative documents GOST 9965-76 and TU ▇▇-▇▇▇▇-▇▇, with no
free gas present in the oil.
3.4. Oil shall be daily accepted on a regular basis in strict compliance with
the monthly application.
3.5. In the event that the handed over oil has parameters that do not meet the
requirements set forth in item 2.1.6. hereinabove or contains free gas, as well
as should the Consignor fail to comply with the requirements of normative
technical documents governing the operation of devices for measuring oil quality
and quantity, including instructions for the operation of oil metering units,
acceptance of such oil may be terminated.
3.6. In the event that oil is handed over at a new oil metering unit, the
Consignor shall inform Transneft accordingly no later than 1 month in advance.
In the event that oil is handed over at the new oil metering unit, the
Consignor, who is not an owner of such oil metering unit, shall send to
Transneft a copy of the agreement for the provision of services for oil handover
and acceptance via the oil metering units and tanks (Annex #5).
3.7. Should there be no empty tanks available, Transneft may reduce and/or
terminate the acceptance of oil. This being the case, Transneft shall not
reimburse the Consignor for the losses incurred.
In the event of scheduled, emergency or force-majeure repairs, Transneft may
reduce and/or terminate the acceptance of the Consignor's oil into a system of
trunk oil pipelines with no potential losses to be reimbursed.
4. OIL TRANSPORTATION
4.1. Oil shall be transported by Transneft in compliance with the Pattern of
Normal (Process) Oil Cargo Traffic based on route assignments.
4.2. Should it be found impossible to transport the Consignor's oil, such oil
may be taken by Transneft into custody/bailment under a separate agreement.
4.3. The amount of oil handed over to the Consignee at the point of destination
shall be less than the amount of oil taken over from the Consignor at the point
of dispatch by an oil loss amount calculated on the basis of the applicable
Norms of Natural Loss of Oil during Transportation via Tariff Routes, approved
by the RF Ministry of Fuel and Energy on Aug. 20, 1996 (as amended). The
in-transit oil loss amount shall not exceed the Norms of Natural Loss of Oil
during Transportation via Tariff Routes, approved by the RF Ministry of Fuel and
Energy on Aug. 20, 1996 (as amended).
5. OIL HANDOVER
5.1. The Consignor's oil shall be handed over at the point of destination on the
basis of Transneft's route assignment following the confirmation of its
acceptance at the beginning of the route.
5.2. The quality parameters of the oil handed over at the end of the route shall
meet: in the event of transportation to Russia's refineries and the CIS
countries' refineries - GOST 9965-76 OIL FOR REFINERIES. SPECIFICATIONS; and in
the event of export - TU ▇▇-▇▇▇▇-▇▇ RUSSIAN OIL FOR EXPORT. SPECIFICATIONS.
5.3. In the event that the oil is handed over to the Consignee at the point of
destination, Transneft shall execute quality certificates and oil acceptance
certificates, which must also be signed by:
- a representative of a refinery in the event of transportation to
Russia's refineries;
- a representative of the Eastern branch of NKTN Kaztransoil for
Kazakhstan refinery (NPS Omsk to Priirtyshskaya);
- a representative of SE Pridneprovskiye MN for Lisichansk refinery,
Kremenchug refinery, Kherson refinery, Odessa refinery (NPS ▇▇▇▇▇▇
Yar, NPS Nikolskoye);
- a representative of PNP Druzhba, Lvov, as authorized by Transneft,
and a refinery representative for OAO HPK Galichina;
- a representative of PNP Druzhba, Lvov, as authorized by Transneft,
and a refinery representative under oil acceptance certificates
(railway tank cars and/or LPDS Brody tanks) for OAO Naftokhimik
Prikarpatya;
- a representative of Gomel PTN Druzhba, as authorized by Transneft,
and a refinery representative for Mozyr refinery;
- a representative of Novopolotsk PTN Druzhba, as authorized by
Transneft, and a refinery representative for PO NAFTAN; in the event
of oil export:
- a representative of the Consignor or a person authorized by him via
the ports of Novorossiysk and Tuapse;
- a representative of SE Pridneprovskiye MN via the port of Odessa
(NPS ▇▇▇▇▇▇ Yar, NPS Nikolskoye);
- a representative of Novopolotsk PTN Druzhba, as authorized by
Transneft, and a representative of GAO Ventspils Nafta via the port
of Ventspils (OMU #703);
- a representative of Novopolotsk PTN Druzhba, as authorized by
Transneft, and a representative of AO Mazheikyu Nafta - Mazheikyu
refinery for AO Mazheikyu Nafta - Mazheikyu refinery (OMU #497);
- a representative of Novopolotsk PTN Druzhba, as authorized by
Transneft, and a representative of AO Mazheikyu Nafta - terminal
Butinge for AO Mazheikyu Nafta - terminal Butinge (OMU #723);
- a representative of PERN Pshiyazn (Poland) at PSN Adamova Zastava;
- a representative of AO Transpetrol (Slovakia) at PSN Budkovitse;
- a representative of AO MOL (Hungary) at PSN Feneshlitke;
in the event that oil is handed over to the railways:
- a representative of the Consignor or a person authorized by him -
points of oil loading onto railway transport (Krotovka, Tikhoretsk,
Medveditsa, Meget, Vetlosyan, Brody and Grushovaya); and
in the event that oil is handed over for use as a fuel:
- to the representative of the Consignee.
6. ROUTE ASSIGNMENT EXECUTION
6.1. The route assignment is a document intended for use in Transneft's system
of trunk oil pipelines.
6.2. For the purpose of route assignment execution, the Consignor shall send to
Transneft the following package of documents:
as per Annex #4a for oil deliveries to RF refineries;
as per Annex #4b for oil deliveries to the CIS countries;
as per Annex #4c for oil deliveries to countries outside the CIS; and
as Annex #4 d for oil deliveries to countries within and outside the CIS for
refinement, the petroleum products to be returned to the RF.
6.3. The route assignment shall be issued by Transneft no later than within 2
business days after the submission, by the Consignor, of the required package of
documents.
6.4. In the event of oil deliveries outside the RF customs area, the route
assignment shall be issued with the consent of the governmental customs control
agency.
6.5. The route assignments shall be executed after the 18th instant as envisaged
in item 6.3.hereinabove should Transneft find it technically feasible.
7. SETTLEMENT OF ACCOUNTS
7.1. The Consignor shall pay for Transneft's services at the rates approved by
the RF authorized state body (Annexes ##6a and 6b). The price of the work
(services) shall increase by VAT as envisaged by the tax legislation.
7.2. Transneft's services shall be paid for on a preliminary basis (prior to the
issue of the route assignment by Transneft) with no interest accrued on the use
of funds.
The preliminary payment for Transneft's services shall be specified in the
payment assignment (Annexes ##7a, 7b and 7c), issued by Transneft on the basis
of the Consignor's oil transportation order, and shall be determined by
multiplying the transportation route rate by the amount of oil (net weight) to
be transported, inclusive of VAT.
Transneft's services shall be paid for in rubles at the ▇▇▇▇▇ and ▇▇▇▇▇
equivalent rate calculated at the USD exchange rate established by the RF
Central Bank as of the date of payment or at the USD rate.
7.3. Transneft may revoke the payment assignment if the monies did not arrive
within the period of time mentioned in such assignment by notifying the
Consignor accordingly by any means of communication, including facsimile.
7.4. If a new rate/rate calculation technique has been established and/or the
existing rate/rate calculation technique has been changed as prescribed by RF
Law, the Consignor shall pay for the services at the such new rate from the date
of its introduction on a preliminary basis.
7.5. If the Consignor adjusts his oil transportation order or if the oil
transportation rate changes, the Consignor shall adjust payments under the
additional payment assignment issued by Transneft pursuant to the new order or
new rates no later than within 3 days after receipt of the payment assignment.
The Consignor shall be responsible for timely receipt of the adjusted payment
assignments.
7.6. Transneft may change the payment assignment issued on the basis of the
Consignor's oil transportation order, and also the route assignment if the oil
transportation route changes. Such being the case, the Consignor shall adjust
payments under the additional payment assignment if the Consignor's prepayment
amount is insufficient.
Overpayment, if any, shall be fixed by the parties in the acts of reconciliation
of settlements, and shall be set off against the Consignor's future payments
under this Contract or shall be returned to the Consignor upon request within 10
banking days after such request has been made.
7.7. Each payment assignment shall be paid for with an individual payment order
(to be submitted to Transneft with a bank's confirmation of the payment for
Transneft's services, indicating: type of payment (advance or lumpsum), Contract
No., oil transportation order No. as per the payment assignment, payment
assignment date, type of rate, payment code No. as per the payment assignment,
net weight of the transported oil, oil producer, USD exchange rate as
established by the RF Central Bank on the date of payment, and VAT in a separate
line). If any of the abovementioned data is found missing from the payment
order, Transneft may set off the monies received from the Consignor against his
debt or penalties hereunder, against the future payments to be made hereunder,
or return such monies to the Consignor upon request within 10 banking days after
such request has been made. In the event of any mistake in the USD exchange rate
as established by the RF Central Bank and specified in the payment order (INTER
ALIA by reason of writing off the monies on the day following the one planned),
the Consignor (payer) shall immediately inform Transneft about this in writing.
In the event of third-party payment, the payment order shall indicate, in
addition to the aforesaid data, the Consignor's name (i.e. the payment order
shall have the following entry: payment for the services is made for and on
behalf of - name of the Consignor).
7.8. Transneft shall execute the route assignment and ensure the transportation
of the Consignor's oil only within the limits of his prepayment unless otherwise
agreed upon by the parties.
Transneft shall not execute the route assignment if the amount due to
Transneft, as calculated in item 7.2. hereinabove, exceeds the Consignor's
prepaid amount.
7.9. The day of crediting the monies in full to the account specified in the
payment assignment shall be a day of meeting liabilities for the services
payment.
7.10. The Consignor shall pay for postage and other expenses involved in the
transfer of the monies.
7.11. Transneft may suspend discharge of their obligations hereunder if the
Consignor's monies are not received in full or in part as specified in the
payment assignment.
7.12. The Consignor may be entitled to deferred payments if agreed upon by the
parties in writing.
7.13. The Consignor shall finalize the payment for Transneft's services based on
the results of the services rendered in a given month no later than on the 20th
proximo unless otherwise agreed upon by the parties.
8. PARTICULAR COVENANTS
8.1. The oil handed over by the Consignor at the point of dispatch within the
last two days of a current month shall be transported next month.
8.2. In his monthly oil transportation applications submitted to Transneft, the
Consignor having his own oil metering units shall reflect not only his own
amounts of oil delivery but also the amounts of other Consignors that deliver
oil in a given month through his oil metering units.
The Consignor that does not have his own oil metering units shall agree on the
oil transportation application submitted to Transneft with the Consignor,
through the oil metering units of which the oil is delivered to Transneft trunk
pipelines.
8.3. A list of parameters submitted to the Transneft unified control system
including measuring devices for oil quality and quantity parameters shall be
agreed upon between the parties before the relevant document is approved.
8.4. If necessary, Transneft can replace the oil of the Consignor with the oil
of other manufacturers with their written consent on condition that a route of
transportation of oil, which is replaced shall comply with the Pattern of normal
(process) oil cargo traffic in a system of trunk pipelines.
8.5. At the end of a reporting month before the 5th of a month that follows the
one under review, Transneft shall execute the acts of services rendered to the
Consignor for the reporting month and based on such acts shall prepare invoices.
The Consignor shall sign the acts of services rendered under the Contract at the
location of Transneft before the 12th of a month specified in this item.
Transneft shall execute an act of acceptance, handover, losses and residue of
the Consignor's oil (Annex #9) not later than the 10th of a month that follows
the one under review and the Consignor shall sign it at the location of
Transneft before the 12th of a month specified in this item.
In the event of the Consignor's failure to sign the acts specified in paragraphs
1 and 2 of this item in the established time frame, Transneft shall forward
these acts to the address of the Consignor by registered mail with a notice of
receipt on the 15th of a month that follows a reporting month. The Consignor
shall sign the acts and ensure their delivery to Transneft within 2 weeks upon
sending the acts by Transneft. In the event of the Consignor's failure to
deliver the signed acts or the justified disagreements to the document to
Transneft within the time frame specified in this paragraph, it will be
considered as the Consignor's consent with the acts prepared and signed by
Transneft unilaterally.
8.6. The Consignor and Transneft shall revise the mutual settlements for the
previous month on a monthly basis.
Transneft shall prepare the acts of mutual settlements revision (Annexes ##
10a, 10b, 10c, 10d, 10e, 10f) for the reporting month not later than the 20th
of a month that follows the one under review. The Consignor shall sign the
acts at the location of Transneft before the 23rd of a month specified in
this item. In the event of the Consignor's failure to sign the acts specified
in this paragraph in the established time frame, Transneft shall forward
these acts to the address of the Consignor by registered mail with a notice
of receipt on the 24th of a month that follows a reporting month.
The Consignor shall sign the acts and ensure the delivery of the acts of mutual
settlements revision to Transneft not later than 35 calendar days upon the last
day of a reporting month. In the event of the Consignor's failure to deliver the
signed acts or the justified disagreements to the document to Transneft within
the time frame specified in this paragraph, it will be considered as the
Consignor's consent with the acts prepared and signed by Transneft unilaterally.
8.7. In the event of the Consignor's regular (3 or more times within the
Contract life) failure to sign the acts, Transneft shall be entitled to suspend
the fulfillment of its obligations under the Contract until such time that all
the signed acts are provided including those considered as approved by the
Consignor by default in compliance with this item.
In all cases the acts sent to the Consignor by mail shall be considered as
received by the Consignor within six days upon the date of their sending.
8.8. The responsibility for the condition and correct use of the main and
back-up patterns of oil quantity and quality measuring devices at the points
of oil handover and acceptance shall be assumed by the owner of the measuring
devices.
8.9. In the event that the parameters of the oil handed over or oil that
contains free gas are not in compliance with the requirements specified in item
2.1.6. hereof, the Consignor shall compensate to Transneft for the losses
incurred.
In the event that the Consignor fails to compensate for the losses specified in
this item, Transneft shall have the right to stop the oil acceptance.
8.10. In the event that the Consignor does not specify the direction of oil
delivery and provided that a technical possibility exists, such oil can be
accepted for custody/bailment on the basis of the separately concluded
contracts.
8.11. In the event of establishing a "Quality Bank" in the system of Transneft
trunk pipelines, the Consignor shall participate in it on equal rights along
with the other consignors and shall receive or pay a compensation for the change
in the oil quality during the transportation from the point of dispatch to the
point of destination.
8.12. Transneft shall be entitled to make alterations or additions to the forms
of Annexes to this Contract unilaterally. In this case Transneft shall inform
the Consignor about it as soon as possible.
9. LEGAL STATUS OF OIL SUBJECT TO TRANSPORTATION
9.1. Under this Contract the Consignor shall provide oil for transportation,
which is his property or which is in his possession on a legal basis.
9.2. The oil, which is subject to the lawsuit or dispute relating to who is its
actual owner, lien and bailment, can not be transported and handed over at the
end of the route until such time that the Consignor shall present to Transneft a
decision of the authorized legal body and a written obligation or a guarantee
that protects Transneft from any liability or loss arising out of the mentioned
lawsuit, dispute, lien or bailment.
9.3. The Consignor's oil that is under the lawsuit (dispute, lien or bailment)
can be accepted for storage on the basis of an additionally signed act in the
amounts that allow for the storage without reducing oil acceptance from the
other Consignors.
9.4. In the event that Transneft cannot provide for the acceptance and storage
of the Consignor's oil that is under the lawsuit, the acceptance of such oil
shall be suspended and Transneft shall not assume any responsibility for the
losses incurred by the Consignor.
9.5. Further transportation and handover of the Consignor's oil shall be carried
out after his payment for the storage services.
10. LIABILITIES
10.1. To the extent that it is not stipulated by this Contract, the parties
shall be liable for non-fulfillment or improper fulfillment of their obligations
in accordance with applicable RF Law.
10.2. When transporting oil for export, in the event of delay in payment, the
Consignor shall pay a penalty to Transneft in the amount of 15% of yearly
interest in hard currency charged to the sum of the hard currency debt. The
payment shall be made in ▇▇▇▇▇ equivalent at the exchange rate fixed by the RF
Central Bank on the date of payment.
When transporting oil to the Russian refineries, in the event of delay in
payment, the Consignor shall pay a penalty to Transneft in the amount of 1/360
of the refinancing interest rate of the RF Central Bank charged to the amount of
debt for each day of delay.
In the event that the Consignor is granted with a postponement of payment, the
delay in payment shall be computed from a day that follows the final time frame
provided for as a postponement of payment; in regard to the final payment for
the rendered services - from the date of payment specified in item 7.13. hereof.
10.3. Transneft shall not be liable for the Consignor's losses arising from full
or partial non-fulfillment of his obligations under the present Contract,
specifically in the event of non-receipt or untimely receipt of funds at the
accounts specified in the payment assignment. Transneft shall not compensate for
the claimed recourse losses for demurrage.
10.4. In the event that the Consignor avoids the revision of mutual settlements
for the previous month, then in accordance with item 8.6.of the present
Contract, Transneft shall have the right to suspend the fulfillment of its
obligations under the Contract.
10.5. In the event that the Consignor submits the oil transportation application
to Transneft breaching the time frame specified in item 2.1.1. hereof, or
updating it after the 25th and/or in the amount that exceeds 20%, the Consignor
shall pay a penalty in the amount of ▇▇▇▇▇ equivalent that equals to 1000 USD
(one thousand). The payment shall be made to the Transneft settlement account in
Rubles at the exchange rate of the RF Central Bank on the date of payment.
10.6. In the event that the Consignor submits to Transneft a package of cargo
accompanying documents for the preparation of payment assignment and route
assignment later than the 18th of a current month, the Consignor shall pay a
penalty in the amount of ▇▇▇▇▇ equivalent 0,1 USD for each ton (net weight)
executed in the beginning of the oil shipment transportation route. The payment
shall be made to the Transneft settlement account in Rubles at the exchange rate
of the RF Central Bank on the date of payment.
10.7. In the event of the non-fulfillment of a monthly application, the
Consignor shall pay a penalty to Transneft in the amount of 10% of the cost of
the oil transportation declared and not transported from the point of dispatch
to the declared point of destination. The payment shall be made by the Consignor
not later than the 15th of a month that follows the one under review to the
accounts specified by Transneft.
10.8. In the event that the Consignor fails to ensure the oil acceptance at the
point of destination, or a tanker freighted for loading the Consignor's oil
arrives at a port with a delay for a day or more and such a delay was not caused
by force-majeure under this Contract, the Consignor shall pay a penalty to
Transneft in the amount of 10% (Ten) of the transportation cost of the oil to be
handed over at the given route, in the event that Transneft did not reduce the
pumping rate;
100% (One Hundred) of the transportation cost of the oil to be handed over at
the given route, in the event that through the Consignor's fault Transneft
reduced the pumping rate or shut down a pipeline section because of the fact
that a spare tank was not available.
11. SETTLEMENT OF DISPUTES
11.1. Disputes and disagreements arising out of the execution of this Contract
shall be settled by means of negotiations between the parties.
11.2. In the event that the parties fail to settle the disputes by means of
negotiations, they shall settle such disputes by means of claims.
Claims and disputes under the present Contract shall be reviewed by the parties
in strict compliance with the claim procedures within 20 days after such claims
have been received.
11.3. The disputes unsettled by means of the claim procedures are subject to
settlement by the Court of Arbitration in Moscow.
12. FORCE-MAJEURE
12.1. The parties shall be exempt from liability for full or partial
non-fulfillment of the obligations under the Contract in the event that such
non-fulfillment resulted from force-majeure that occurred after the Contract has
come into force, or as a result of cases of emergency, which a party could
neither foresee nor prevent by reasonable precautions (fire, flood, earthquake,
landslide, unfavorable weather conditions in sea ports, other natural disasters,
hostilities, restrictions or embargo imposed by the relevant state authorities).
In regard to Transneft, taking into account the subject matter of the Contract,
force-majeure shall also include other circumstances the occurrence of which
Transneft could not prevent even taking exceptional reasonable care that might
be expected under the given circumstances.
Transneft shall not be liable for the irreplaceable losses of oil during the
transportation, which occurred due to the force-majeure.
12.2. In the event of force-majeure specified in item 12.1. hereof, time for the
performance of obligations under the Contract shall be prolonged for the period
of such force-majeure circumstances.
12.3. The party affected by force-majeure shall notify the other party within 15
days of the occurrence of force-majeure in writing by recording such
notification. Untimely notification, i.e. later than 15 days, shall debar a
relevant party from the right to appeal to the fact of force-majeure.
The appropriate confirmation of force-majeure shall be a certificate issued by
the authorized state bodies or the Chamber of Commerce and Industry at the place
where force-majeure occurred.
12.4. In the event that the circumstances specified in item 12.1. hereof last
more than a month after the notification, the parties by mutual consent shall be
entitled to cancel the Contract without indemnifying for the possible losses
incurred.
13. MISCELLANEOUS
13.1. The parties shall not be entitled to assign (transfer) their rights
(obligations) stipulated by this Contract to a third party except for the cases
specified in item 7.7. hereof.
13.2. In the event of changes in a method (principle) of tariff calculations for
oil transfer, transshipment or loading, the relevant articles (annexes) of the
present Contract are subject to amendments.
13.3. The amendments and/or additions to the Contract shall be made only in
writing. The Contract can be early terminated by one of the parties at its own
will. A party that initiated early termination shall notify the other party in
writing of such an event (provided that the party does not have any commitments
under the Contracts). The present Contract can be early terminated but not
earlier than 10 days after the notification.
13.4. The Contract signed by the parties shall come into force January 11, 2001
and remains valid until December 31, 2001. In regard to the non-fulfilled
obligations, the Contract shall be in force until such time that the obligations
have been fulfilled.
The parties agree that all previously signed contracts and agreements, which
refer to the transportation of the Consignor's oil shall cease to be effective
from the date of signing this Contract.
13.3. The present Contract is made up in 2 duplicate originals, one copy for
Transneft and one copy for the Consignor.
14. ADDRESSES AND BANK DETAILS
TRANSNEFT: CONSIGNOR:
109180 Moscow, Bolshaya Polyanka, 57 626200 Tyumen region, Gornopravdinsk
INN 7706061801 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇
INN 8618003344
Bank Details: Bank Details:
S/a 40702810710000014763 S/a 40702810800005036909
In OJSC "Alfa-Bank", Moscow CJSC "ABN AMRO Bank A.O.", Moscow
BIK 044525593 BIK 044525217
C/a 30101810200000000593 C/a 30101810900000000217
OKONH-97950, OKPO-00044463 OKONH-85130, OKPO-001428929
Tel.: (▇▇▇) ▇▇▇-▇▇-▇▇ Tel.: (34671) 3-61-09; (▇▇▇) ▇▇▇-▇▇-▇▇
Fax: (▇▇▇) ▇▇▇-▇▇-▇▇ Fax: (34671) 3-61-07; (▇▇▇) ▇▇▇-▇▇-▇▇
OJSC AK "TRANSNEFT" OJSC "KHANTYMANSIYSKNGGEOLOGIA"
FIRST VICE PRESIDENT VICE PRESIDENT
▇.▇. ▇▇▇▇▇▇▇ V.I. KONOVALOV
PROTOCOL OF DISAGREEMENT SETTLEMENT
TO CONTRACT (▇) ▇▇▇▇▇▇▇ DATED 11.01.2001 "PROVISION OF SERVICES FOR
TRANSPORTATION OF OJSC KMNGG OIL IN 2001"
Moscow March 14, 2001
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OJSC AK TRANSNEFT VERSION CONSIGNOR'S REVISED VERSION VERSION ADOPTED
OF THE CONTRACT
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PARAGRAPH 9, ITEM 1.3. Paragraph 9, item 1.3. of the Contract shall be CONSIGNOR'S REVISED
OF THE CONTRACT formulated using the following revised version: VERSION ADOPTED
"Transneft shall notify the Consignor of all
the changes made by Transneft in the
aforesaid documents by registered mail, by
fax (with a notice of receipt) or by courier
within Ten (10) working days after making
such changes. Changes shall be deemed to have
been brought to the notice of the Consignor
upon the receipt of the above-mentioned
written notification of Transneft".
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PARAGRAPH 3, ITEM 2.1.1. Paragraph 3, item 2.1.1. of the Contract shall be TRANSNEFT VERSION SHALL
OF THE CONTRACT formulated using the following revised version: REMAIN IN FORCE.
"The Consignor may update the monthly
application for not more than 20% (Twenty) of
the amount to be handed over in the current
month up to the 5th (Fifth) of a month in
which the oil shall be transported".
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PARAGRAPH 2, ITEM 2.1.9. Paragraph 2, item 2.1.9. of the Contract shall be THE FOLLOWING VERSION SHALL
OF THE CONTRACT formulated using the following revised version: BE USED: "THE CONSIGNOR
"The Consignor shall be responsible for the SHALL BE RESPONSIBLE FOR
metering of the oil handed over at the point of THE METERING OF THE OIL
dispatch if the Consignor is the owner of the oil HANDED OVER AT THE POINT OF
metering unit though which the oil delivery is DISPATCH".
carried out".
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ITEM 3.4. OF THE CONTRACT Item 3.4. of the Contract shall be formulated using TRANSNEFT VERSION SHALL
the following revised version: "Oil acceptance REMAIN IN FORCE.
shall be performed daily on a regular basis in a
strict compliance with a monthly application. The
responsibility for the daily submission of
information about the amount of oil handed over by
the Consignor shall be assumed by the owner of the
oil metering unit".
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PARAGRAPH 2, ITEM 8.9. Paragraph 2, item 8.9. of the Contract shall be TRANSNEFT VERSION SHALL
----------------------------------------------------------------------------------------------------------------------
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OF THE CONTRACT formulated using the following revised version: "In REMAIN IN FORCE.
the event that the oil is handed over with
the indicators, which are not in compliance
with the requirements specified in item
2.1.6. of the Contract, or the oil that
contains free gas. The Consignor shall
compensate Transneft for the losses incurred
using the procedures stipulated by applicable
RF Law".
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ITEM 10.3. OF THE CONTRACT Item 10.3. of the Contract shall be formulated TRANSNEFT VERSION SHALL
using the following revised version: "Transneft REMAIN IN FORCE.
shall not assume the responsibility for the losses
of the Consignor incurred as a result of his full
or partial non-fulfillment of terms under this
Contract, specifically in the event that the funds
are not or untimely placed to the accounts
specified in the payment assignment".
----------------------------------------------------------------------------------------------------------------------
ITEM 10.5. OF THE CONTRACT Item 10.5. of the Contract shall be formulated TRANSNEFT VERSION SHALL
using the following revised version: "In the event REMAIN IN FORCE.
that an application for oil transportation
submitted by the Consignor to Transneft
fails to meet the time frame specified in
item 2.1.1. hereof, or if it is updated
after the 5th of a month in which the oil shall be
transported, and/or in the amount that exceeds 20%
(Twenty), the Consignor shall pay the penalty in
the amount of a ▇▇▇▇▇ equivalent equal to $1000
(One Thousand). The payment shall be made to the
Transneft settlement account in rubles at the
exchange rate of RF Central Bank on the date
of payment".
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ITEM 10.7. OF THE CONTRACT Item 10.7. of the Contract shall be formulated TRANSNEFT VERSION SHALL
using the following revised version: "In the event REMAIN IN FORCE.
of failure to comply with a monthly application,
the Consignor shall pay the penalty to Transneft
in the amount of a ▇▇▇▇▇ equivalent $0,1
(one-tenth) for each ton of the amount that does
not comply with an application. The payment
shall be made by the Consignor not later than the
15th of a month following the one under review
to the settlement accounts specified by
Transneft".
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ITEM 10.8. OF THE CONTRACT Item 10.8. of the Contract shall be formulated TRANSNEFT VERSION SHALL
using the following revised version: "In the REMAIN IN FORCE.
event that the Consignor fails to ensure the
oil acceptance in the point of destination,
or a tanker freighted for loading the
Consignor's oil arrives at a port
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
with a delay for a day or more and such a
delay was not caused by force-majeure under
this Contract, the Consignor shall pay a
penalty to Transneft in the amount of 2%
(Two) of the transportation cost of oil to
be handed over at the given route in the
event that Transneft did not reduce the
pumping rate;
10% (Ten) of the transportation cost of oil
to be handed over at the given route in the
event that through the Consignor's fault
Transneft reduced the pumping rate or shut
down a pipeline section because of the fact
that a spare tank was not available (Transneft
shall provide a written confirmation that the
pumping rate was reduced)".
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THROUGH THE ENTIRE CONTRACT Through the entire Contract the words "TU TRANSNEFT VERSION SHALL
▇▇-▇▇▇▇-▇▇ "Russian Oil for export. REMAIN IN FORCE.
Specifications..." shall be replaced by "TU
▇▇-▇▇▇▇-▇▇ (Type 1-2) "Russian Oil for
export. Specifications..."
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OJSC AK TRANSNEFT OJSC KHANTYMANSIYSKNEFTEGASGEOLOGIA
▇.▇. ▇▇▇▇▇▇▇ V.I. KONOVALOV
