10000 ZAGREB, Ulica grada Vukovara 37
TENDERING DOCUMENTATION
FOR ELECTRICITY PROCUREMENT DURING THE PERIOD
01.01.2016 - 31.12.2018
Zagreb, February 2015
CONTENT
I.
II.
BUSINESS PROFILE OF HRVATSKA ELEKTROPRIVREDA D.D............................................................ 3
INFORMATION, DOCUMENTATION AND CONDITIONS FOR OFFERING ............................................. 4
1. Client ...................................................................................................................................................... 4
2. Procurement subject .............................................................................................................................. 4
3. Delivery point ......................................................................................................................................... 4
4. Price ....................................................................................................................................................... 5
5. Charges, taxes and expenses ................................................................................................................ 5
6. Validity of Offers ..................................................................................................................................... 5
7. Payment term and settlement ................................................................................................................ 5
8. Contract for the sale and purchase of electricity form ............................................................................ 5
9. Bid Bank Guarantee (Bid Bond) ............................................................................................................. 5
10.
Attachments to the Offer .................................................................................................................... 6
11.
Delivery of Offers ............................................................................................................................... 8
12.
Integrity clause ................................................................................................................................... 8
13.
Activities after Offer opening .............................................................................................................. 8
14.
Performance guarantee...................................................................................................................... 9
15.
Other .................................................................................................................................................. 9
16.
Explanations regarding the preparation of Offers ..............................................................................10
III.
OFFER FORM FOR LOT 1 ...................................................................................................................11
IV.
OFFER FORM FOR LOT 2 ...................................................................................................................12
V.
STATEMET OF INTEGRITY ..................................................................................................................13
VI.
BID BANK GUARANTEE FORM ...........................................................................................................14
VII.
CONTRACT FORM ...............................................................................................................................15
I.
BUSINESS PROFILE OF HRVATSKA ELEKTROPRIVREDA D.D.
Hrvatska Elektroprivreda (HEP Group) is a national electricity company which has been engaged in electricity
production, trading, supply, transmission and distribution for more than one century, and with heat supply and
gas distribution for the past few decades.
Hrvatska Elektroprivreda is organized in the form of a holding company with a number of daughter companies.
The parent company of the Group, HEP d.d., performs the function of HEP Group corporate management and
guarantees the conditions for the secure and reliable electricity and gas supply to customers. HEP d.d.
through corporate functions, directs, coordinates and monitors businesses of subsidiaries in order to
harmonize the main business activities and/or to optimize production processes.
The Holding Company is managed by the: Assembly, Supervisory Board and Management Board.
The Assembly has one member, representative of the owner – Ivan Vrdoljak (Minister of Economy).
The Supervisory Board has seven members: Nikola Bruketa, president, Jadranko Berlengi, Juraj Bukša, Igor
Džajić, dr.sc. Žarko Primorac, dr.sc. Ivo Uglešić, Mirko Žužić.
The Management Board has five members: mr.sc. Perica Jukić, president, Saša Dujmić, Zvonko Ercegovac,
Tomislav Rosandić, mr. sc. Željko Štromar.
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II.
INFORMATION, DOCUMENTATION AND CONDITIONS FOR OFFERING
1. Client
Hrvatska elektroprivreda d.d.
Ulica grada Vukovara 37
10000 Zagreb
Republic of Croatia
PIN: 28921978587
Phone: + 385 (1) 632 2111
Fax: + 385 (1) 617 0430
Contact person of the Client:
Petar Sprčić, HEP-Trgovina d.o.o., [email protected], +385 (1) 6322 017
2. Procurement subject
According to the Law on public procurement, this procurement is exempted from application of the Law on
public procurement.
Hrvatska elektroprivreda d.d. as buyer invites Bidders to submit their Offers for electricity sale as specified
hereinafter:
LOT 1
• Delivery period: 01.01.2016–31.12.2018
• Delivery days: Monday – Sunday
• Delivery hours: 00:00–24:00 hours (all time specifications refer to CET)
• Capacity: 50 MWh/h
• The Bidder can offer capacity higher or lower than 50 MWh/h, but not less than 5 MWh/h.
LOT 2
• Delivery period: 01.01.2016–31.12.2018
• Delivery days: Monday – Sunday
• Delivery hours: 00:00–24:00 hours (all time specifications refer to CET)
• Capacity: 50 MWh/h
• The Bidder can offer capacity higher or lower than 50 MWh/h, but not less than 5 MWh/h
• Delivery flexibility: on Bidder’s request ± up to 25% deviation from contracted capacity on monthly
level whereby the capacity amount shall be rounded to upper integer value; delivery flexibility must be
announced no later than the 10th day of the month preceding the delivery month, respectively at least
1 day prior to the monthly auction for allocation of cross border capacity for the following delivery
month for the borders of the power system from which the electricity is delivered.
3. Delivery point
Available delivery points are:
• inside MAVIR
• inside ELES
• inside HOPS
• DAP Croatian/Serbian border with Bidder’s and/or Client’s cross border capacity and
• DAP Croatian/BiH border with Bidder’s and/or Client’s cross border capacity.
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The delivery point and provider of cross border transmission capacity must be specified in the Offer.
4. Price
The Bidder shall quote the fixed unit price of the procurement subject in €/MWh, all expenses included, up to
the Delivery Point.
The unit price shall be quoted in digits and letters. If the quoted unit prices differ, quotations written in letters
shall be relevant.
5. Charges, taxes and expenses
The Bidder shall bear all expenses, taxes and all charges arising in connection with the delivery of electricity to
the Delivery Point.
6. Validity of Offers
Offer must be valid until March 20th 2015, 4:00 p.m. The Offer with shorter validity shall not be considered.
7. Payment term and settlement
The settlement period is one calendar month. After the settlement period the Seller shall issue an invoice
setting forth the total quantity of electricity that has been delivered in the previous month.
Payment term is not later than 20 days of the calendar month following the delivery month.
Payment and invoicing details are given within the Contract for the Sale and Purchase of Electricity attached to
this Tendering documentation.
8. Contract for the sale and purchase of electricity form
The Bidder accepts the Contract for the Sale and Purchase of Electricity attached to this tendering
documentation.
9. Bid Bank Guarantee (Bid Bond)
The Bidder must deliver the Bid Bank Guarantee – Bid Bond (“Unconditional”, “Irrevocable”, “With no rights of
objection”, “At first call”) issued by a renowned bank, acceptable to the Client, in the amount of 2% of the total
value of the Offer(s), valid by April 3rd 2015.
The Bidder may deliver the Bid Bank Guarantee (Bid Bond) also via SWIFT. The following data are necessary:
Beneficiary:
BANK:
Address of Bank:
SWIFT:
HRVATSKA ELEKTROPRIVREDA d.d. ZAGREB
PRIVREDNA BANKA ZAGREB d.d.
Radnička cesta 50, 10000 Zagreb, Croatia
PBZGHR2X
SWIFT must be received by HEP’s Registry Office by the opening of Offers.
The Bidder shall bear all expenses arising in connection with the Bid Bank Guarantee (Bid Bond) delivered via
SWIFT.
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The Client shall charge the Bid Bank Guarantee (Bid Bond) if the nominated Bidder:
• withdraws its Offer within the Offer validity term specified in the Tendering documentation and/or
• fails to provide a respective Performance guarantee within the determined term, in accordance with
the Tendering documentation
• fails/rejects to sign the Contract for the Sale and Purchase of Electricity within 5 days from the date of
Client’s notification about the acceptance of its Offer.
Bid Bank Guarantee (Bid Bond) must contain the following:
Date of issuing
Name of tendering procedure
Name and address of the Client
Name and address of the Bidder
Offer submission date
Name and address of the Bank
Amount written in digits and letters
Statement from the Bank that the Bank shall unconditionally, irrevocably, with no rights of objections
undertake to pay to the Client the stated amount, against first written request by the Client, without the
need for additional explanations of the request, in which the Client has specified that the request is
due because of the occurrence of one or more of the following events:
1. the Bidder has withdrawn his Offer within the Offer validity term specified in the Tendering
documentation;
2. the Bidder, having being notified that his Offer was accepted by the Client:
a) within 5 days from the date of Client's notification about the acceptance of Offer either has
failed or has rejected to sign the Contract and/or
b) within 10 days from the date of Client's notification about the acceptance of Offer either has
failed or has rejected to provide a respective Performance guarantee in accordance with the
Tendering documentation.
Validity date of the Bid Bank Guarantee (Bid Bond) shall be 03.04.2015.
Statement defining the governing Law for the Bid Bank Guarantee (Bid Bond)
Signature of the authorized person and stamp of the Bank.
10. Attachments to the Offer
The following documents must be attached to the Offer:
a) filled in Offer Form
b) Bid Bank Guarantee - Bid Bond (original document or SWIFT confirmation)
c) Statement of Integrity according to item 12 of this tendering documentation (original document or copy
or unverified copy)
d) Evidence of legal ability (original document or verified copy or unverified copy)
e) Evidence of business ability (original document or verified copy or unverified copy)
f) Evidence of financial ability (original document or verified copy or unverified copy )
g) Evidence of technical and professional ability (original document or verified copy or unverified copy)
Upon the Client’s request, the Bidder shall submit the original documents of requested evidences
within 3 working days, at the latest.
In this procurement procedure the Bidder must present the following evidence of:
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Legal ability
Registration in the judicial, professional, business register or another qualified register in his country of
domicile.
The Bidder must present as evidence his registration in the judicial, professional, business register or another
qualified register in his country of domicile and in this purpose he shall submit the following:
a) an appropriate excerpt or
b) if the document requested under item a) is not issued in the country of his domicile a statement with
the verified signature by the authorized body
The certificate or the statement mustn’t be older than 3 months calculated from the beginning date of this
procurement procedure.
In case of Offering as a group of companies, each member of the group must separately present the
evidence of ability stated in this item.
Business ability
The Bidder in this procurement procedure must have and submit a valid authorization or certificate of
membership in a particular professional association in order to fulfil a certain contract in connection with the
subject of procurement in its country of domicile, the Client shall request the evidence of such valid
authorization or membership.
For example, Bidders from the Republic of Croatia must attach a valid licence from the Croatian Energy
Regulatory Office (further: HERA) for electricity trading or supply, issued according to Article 16. Paragraph 1.
and 2. of the Energy Law (“Gazette”, number 120/12). The evidence shall be attached as a copy of the valid
licence issued by HERA and by presenting this evidence the Bidder must prove that he is authorized for
electricity trading or supply.
In case that in the country of domicile/registration of Bidder there is no appropriate evidence, i.e. a licence in
accordance with valid laws is not requested, the Bidder must submit a statement that the same is not issued.
In case of offering as a group of companies, members of the group who deliver the electricity to the
Client shall present the statement of ability stated in this item.
Financial ability
For the purpose of evidence of financial ability, the Bidder must present the statement confirming that the
Bidder has fulfilled his obligation of payment of all due tax duties and obligatory state duties in his country of
domicile.
If the Economic operator for a justified reason is not able to present a document as evidence of his financial
ability as requested by the Client in this item, he can prove his financial ability by presenting any other
document the Client considers suitable.
Upon Client request, Bidder shall supply Client with evidence of financial capability, original document, issued
by tax authority or equivalent certificate issued by authorised bodies in the country of domicile of the Bidder
The Bidder must also, for the purpose of evidence of financial ability, present its last available annual report
revised by a certified auditor or a confirmation from a certified auditor which states the height of the total equity
of the Bidder’s company. The total amount of the Offer must not be higher than the amount of the total equity
of the Bidder’s company.
In case of offering as a group of companies, the evidence of ability stated in this item shall be
presented by all members of the group.
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Technical and professional (expert) ability
For the purpose of evidence of technical and professional (expert) ability, the Bidders must present a list of
references of successfully executed contracts in electricity trade business during the period from 2012 until
2014, specifying the names of Clients and quantities in minimum volume equal to the quantity offered in the
Offer.
In case of offering as a group of companies, the list of successfully executed contracts may comprise
successfully executed contracts by all members of the Bidder’s group, i.e. the evidence of ability
stated in this item can be presented cumulatively.
Under this Tendering documentation a group of companies shall mean companies from the same
groupation.
11. Delivery of Offers
All Offers prepared in accordance with the above mentioned shall be delivered to:
Hrvatska elektroprivreda d.d.
Ulica grada Vukovara 37
10000 Zagreb, Hrvatska
The Offer must be delivered in sealed envelope to the Client’s Registry Office with the following remark:
“For Tendering! Do not open! Offer for sale of electricity!” with the Bidders name, address and fax number.
Offers must be received in the Client’s Registry Office not later than March 10th 2015 at 10:00 a.m. (CET).
Offers delivered after the mentioned deadline shall not be considered and shall be sent back to the Bidders
unopened.
12. Integrity clause
The following is expected from the Bidder in this tendering procedure:
a) Correctness in tendering and procurement procedure;
b) Absence of any forbidden practice regarding the offering procedure (actions like corruption or fraud,
offering, giving or promising of some inappropriate advantage which could affect the actions of an
employee of Client)
c) That he agrees with the revision of the whole tendering and procurement procedure by independent
experts and the acceptance of liabilities and sanctions (contractual penalty, unconditional cancellation of
the contract) if the rules are being violated.
Bidder shall guarantee the above in written form by signing of Statement of Integrity which is attached to this
Tendering documentation.
13. Activities after Offer opening
Offer evaluation criterion is the lowest price of the Offer which complies with all the condition from this
Tendering documentation.
During the Offer review and evaluation the Client may invite Bidders to clarify or complete their documents
(except the Offer form) they submitted pursuant to this Tendering documentation.
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The Client shall inform the nominated Bidder/Bidders about the final decision by e-mail or fax. The Client shall
in writing inform all other Bidders about the rejection of their Offers and he shall return their Bid Bank
Guarantees within an appropriate period.
The Client shall by e-mail invite the most favourable qualified Bidder/Bidders to participate in an
additional round of the tendering procedure. Bidders invited by e-mail can within a specified deadline
submit a new Offer with equal or lower price in relation to the price of his initial Offer. All other
conditions from the initial Offer shall remain unchanged.
The Client may, at his discretion, reject all Offers or cancel the tendering procedure. In case of cancelation of
the tendering procedure, the Client shall inform all Bidders in writing.
14. Performance guarantee
Not later than 5 business days from signing the Contract for sale and purchase of electricity, the Seller shall
submit to the Buyer a Performance guarantee, i.e. a Bank Guarantee (“Unconditional”, “Irrevocable”, “With no
rights of objection” “At first call”) issued by a renowned bank, acceptable to the Buyer, in the amount equal to
10% of the contract value.
The Performance Guarantee must contain following:
- Name, number, date of signing the Contract for sale and purchase of electricity as well as contracting
parties
- Name and address of the Bank
- Statement from the Bank that the Bank shall unconditionally, irrevocably, with no rights of objections
commits itself to pay to the Buyer in case of Seller’s breach of any Contract obligation, any amount up to
[the amount of guarantee in words and numbers].
The Bank hereby undertakes to pay to the Buyer, unconditionally, irrevocably, waiving all rights of
objections, against first written request for payment by the Buyer, signed by the authorised signatory of the
Buyer, in which the Buyer states that there has been a breach of any Contract obligation by the Seller, any
amount up to the total amount of [amount of guarantee in words and numbers] as stated above, without
need that the Buyer proves the validity of its request and without Seller's rights to oppose or dispute such
a request. The total amount of this indemnity will be reduced by any payment effected hereunder.
- Validity date of the Performance Guarantee - from the date of issuance until the 10th day after the expiry
of the Contract
- Statement defining the governing Law for the Performance guarantee
- Signature of the authorized person and stamp of the Bank.
The Client may in the additional round of the tendering procedure reduce the amount of the Performance
guarantee for invited Bidder/Bidders.
15. Other
The Bidder shall bear all costs associated with preparation and submission of the Offer, and the Client shall in
no case be responsible or liable for such costs, regardless of the outcome of this Offering process.
The Offer must be in Croatian or in English and in Latin alphabet.
The Offer shall be signed and legalized with stamp on the Offer Form by the Bidder, i.e. at least by one
member of the Bidder's group, if there is a group of Bidders.
In case the Bidder does not satisfy all conditions indicated in this Tendering documentation, its Offer shall be
rejected. Prior to Offer submission, the Bidder can request additional explanations and information. After the
Offer is submitted to the Client, it implies that the Bidder understood and accepted all conditions from this
Tendering documentation and incorporated them into its Offer.
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Submitted Offers become property of the Client and the Bidders shall not request their return.
Confidential information received from the Client mustn’t be used for any purpose other than this tendering
procedure and mustn’t be disclosed to any other subject without written consent of the Client.
16. Explanations regarding the preparation of Offers
All additional explanations regarding the preparation of Offers can be received from the Client’s contact person
stated in item 1. of this Tendering documentation.
Zagreb, February 27th 2015
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III.
OFFER FORM FOR LOT 1
INFORMATION ABOUT THE BIDDER
Company name
Company address
Responsible person
Contact person
Delivery period
INFORMATION ABOUT THE CLIENT
Hrvatska elektroprivreda d.d.
10000 Zagreb, Ulica grada Vukovara 37
28921978587
Perica Jukić
Petar Sprčić, HEP-Trgovina d.o.o., [email protected], +385 (1) 6322 017
Electricity
OFFER FOR ELECTRICITY SALE - LOT 1
01.01.2016 - 31.12.2018
Delivery profile
Monday-Sunday; 00:00-24:00 hours
Payment terms
20 days of the calendar month following the delivery month
Validity of Offer
March 20th 2015 until 4 p.m.
Company name
Company address
PIN
Responsible person
Contact person
Procurement subject
Delivery
capacity
(MWh/h)
Delivery point
Cross border transmission
capacity provider
a)
Unit price of electricity (€/MWh)
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
b)
c)
d)
e)
In _________________, date ________________
For the Bidder:
______________________
Stamp
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IV.
OFFER FORM FOR LOT 2
INFORMATION ABOUT THE BIDDER
Company name
Company address
Responsible person
Contact person
Delivery period
INFORMATION ABOUT THE CLIENT
Hrvatska elektroprivreda d.d.
10000 Zagreb, Ulica grada Vukovara 37
28921978587
Perica Jukić
Petar Sprčić, HEP-Trgovina d.o.o., [email protected], +385 (1) 6322 017
Electricity
OFFER FOR ELECTRICITY SALE – LOT 2
01.01.2016 - 31.12.2018
Delivery profile
Monday-Sunday; 00:00-24:00 hours
Delivery flexibility
± up to 25% deviation from contracted capacity according to item 2. of this Tendering
documentation
Payment terms
20 days of the calendar month following the delivery month
Validity of Offer
March 20th 2015 until 4 p.m.
Company name
Company address
PIN
Responsible person
Contact person
Procurement subject
Delivery
capacity
(MWh/h)
Delivery point
Cross border transmission
capacity provider
a)
Unit price of electricity (€/MWh)
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
In digits:________ €/MWh
In letters: ________________________
b)
c)
d)
e)
In _________________, date ________________
For the Bidder:
______________________
Stamp
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V.
STATEMET OF INTEGRITY
(Name of Company / Bidder)
(Bidder's PIN)
(Bidder's Address)
For the purpose of offering regarding electricity deliveries to Buyer Hrvatska elektroprivreda d.d., hereby we
make the following:
STATEMENT OF INTEGRITY
By which we state that, as a Bidder in this procurement procedure:
• We guarantee the full correctness in the respective procurement procedure,
• We guarantee the non-existence of any forbidden practice regarding the respective offering procedure,
which comprises the actions such as: corruption or fraud, offering, giving of promising of some
inappropriate advantage which may affect the actions of an employee), and
• We agree with the revision of the whole procurement procedure by independent experts and the
acceptance of liabilities and sanctions (contractual penalty, unconditional cancellation of the contract)
if the rules are being violated.
In _______________, __________________
(place)
(date)
__________________________________
(Name and Surname of Bidder's
Authorized Person)
__________________________________
(Signature)
Stamp
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VI.
BID BANK GUARANTEE FORM
Date of issuance: ___________
Title of Tender: Electricity procurement during the period 01.01.2016 - 31.12.2018.
For: Hrvatska elektroprivreda d.d.
10000 Zagreb, Ulica grada Vukovara 37, Hrvatska
Whereas ____________ [name of Bidder] (hereinafter the “Bidder”) has submitted its Offer dated_____ [date
of Offer submission] for sales of electricity (hereinafter the “Offer”) we ___________[name of bank]
from_________ [name of state], with the registered seat in ___________ [the address of the Bank]
(hereinafter the “Bank”), undertake to pay to Hrvatska elektroprivreda d.d. – 10000 Zagreb, Ulica grada
Vukovara 37, Hrvatska (hereinafter the “Client”) the amount of _______ (in words:
_________________________________), which amount will be paid to the Client by the Bank or its
successors.
Confirmed by Bank's stamp on ____________ 2015.
The Bank unconditionally, irrevocably, with no rights of objections undertakes to pay to the Client the stated
amount, against first written request by the Client, without the need for additional explanations of the request,
in which the Client has specified that the request is due because of occurrence of one or more of the following
events:
1. The Bidder has withdrawn its Offer within the Offer validity term specified in the Tendering documentation;
2. The Bidder, having being notified that his Offer was accepted by the Client:
a) within 5 days from the date of Client’s notification about the acceptance of Offer either has failed or
has rejected to sign the Contract and/or
b) within 10 days from the date of Client’s notification about the acceptance of Offer either has failed or
has rejected to provide a respective Performance guarantee in accordance with the Tendering
documentation.
This Guarantee is valid until and inclusive 03.04.2015 and each request according to the same must be
received prior to the expiration of the validity of this Guarantee.
Governing Law for this bank guarantee shall be Croatian Law or Law of Bidder’s country of domicile or
Austrian Law.
On behalf of the Bank
[Name and signature of authorized person]
[Title]
[Stamp]
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VII.
CONTRACT FORM
Contract for the Sale and Purchase of Electricity
between
Hrvatska Elektroprivreda d.d.
Ulica grada Vukovara 37
10000 Zagreb, Croatia
(hereinafter referred to as the "Buyer")
and
[●]
(hereinafter referred to as the "Seller")
(Buyer and Seller referred to jointly as the “Parties” and individually as a “Party”)
and
[●]
and
[●]
(hereinafter [●] and [●] referred to jointly as the “Affiliated Companies” and individually as the "Affiliated
Company")
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1
Object of the Contract
1.1
The Seller shall deliver, and the Buyer shall receive electricity on the basis of the Buyer’s request (delivery
schedules) issued to the Seller and according to the terms of this contract (the "Contract") as follows:
(A) LOT [●]
Delivery Period:
[●]
Capacity/Quality:
[●] MW, (XX-XXh, xxxxx-xxxxxx)
Quantity:
[●] MWh
Price:
[●] €/MWh
Delivery Point:
● inside MAVIR or
● inside ELES or
● inside HOPS or
● Croatian/Serbian border or
● Croatian/BIH border
(B) LOT [●]
Delivery Period:
[●]
Capacity/Quality:
[●] MW, (XX-XXh, xxxxx-xxxxxx)
Quantity:
[●] MWh
Price:
[●] €/MWh
Delivery Point:
● inside MAVIR or
● inside ELES or
● inside HOPS or
● Croatian/Serbian border or
● Croatian/BIH border
Delivery flexibility: on Bidder’s request ± up to 25% deviation from contracted capacity on monthly
level whereby the capacity amount shall be rounded to upper integer value; delivery flexibility must be
announced no later than the 10th day of the month preceding the delivery month, respectively at least
1 day prior to the monthly auction for allocation of cross border capacity for the following delivery
month for the borders of the power system from which the electricity is delivered.
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According to the above schedule, the Seller will deliver to the Buyer the total Quantity of electricity as agreed by
this Contract for each LOT, in the Capacity/Quality and according to the time-table (hours per day and days of the
week during which the agreed Capacity/Quality of electricity is continuously delivered) as specified above, for the
duration of the Delivery Period, and in accordance with the terms and conditions that commonly apply for
European interconnection.
1.2
Cross Border Capacity
Cross Border Capacity is to be provided by Buyer/Seller in case Delivery Point is Croatian/Serbian or
Croatian/BIH border. In case Seller changes the Delivery Point as mentioned below, Seller shall provide the Cross
Border Capacity, and bear all costs related to the Cross Border Capacity.
2
Delivery Point change and delivery of electricity by an Affiliated Company
2.1
Seller is, at his discretion, entitled to change partially/fully the Delivery Point so that the Delivery Point as defined
in Article 1.1 is changed and a new Delivery Point is determined, the new Delivery Point being one of the
following options: a) Croatian/Hungarian border; b) Croatian/Slovenian border; c) Croatian/Serbian border or d)
Croatian/BIH border. The Delivery Point as defined in Article 1.1 can be changed at Seller’s request, to above
mentioned Delivery Points once in each delivery month. This change has to be announced up to 3 (three)
Business Days (by 15:00 o’clock) prior to such a change coming into force. If the Delivery Point as defined in
Article 1.1 is changed at Seller’s request, Seller shall secure any relevant Cross border capacity.
2.2
Seller shall be entitled to rely on Affiliated Companies as subcontractors (“Erfüllungsgehilfen”) within the meaning
of Section § 1313a of the Austrian Civil Code (“Allgemeines Bürgerliches Gesetzbuch or ABGB”) in order to fulfill
and perform its duties arising out of or in connection with this Contract. The designation of an Affiliated Company
for delivery of electricity shall be done by nomination of an alternative Delivery Point, in accordance with Article
2.3 of this Contract. In each such case Seller shall remain liable for all and any obligations and liabilities that may
arise in connection therewith, including the main obligation to deliver electricity under this Contract. The
designation of an Affiliated Company shall under no circumstances release the Seller from its duties, obligations
and/or liabilities towards the Buyer under this Contract.
2.3
Pursuant to Articles 2.1 and 2.2 of the Contract, the Seller is entitled to nominate one of the Delivery Points
specified in this Article for supply of electricity under the Contract and the legal entity responsible for the delivery
of the electricity, no later than at 15:00 CET 3 Business Days before the day the electricity will be supplied. The
eligible Delivery Points are as follows:
Delivery points
Legal entity responsible for delivery
of electricity
delivery point
[Seller]
delivery point
[one of the Affiliated companies]
For each Delivery Point specified in this Article 2.3, either the Seller or one of the Affiliated Companies is the
designated supplier of electricity on that Delivery Point, as indicated in above.
2.4
When the Seller changes the Delivery Point pursuant to the previous Article 2.3 and designates a Delivery
Point for which a designated supplier is an Affiliated Company, the Affiliated Company in question will be
obligated to supply electricity to the Buyer in accordance with the provisions of this Contract (unless the Parties
agree otherwise, in which case the Seller will deliver the electricity). In case of such delivery of electricity by the
Affiliated Company, the provisions of this Contract shall be applied to any and all relations arising between the
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Seller, Affiliated Company and the Buyer, and the Affiliated Company shall also be considered a Party to this
Contract. In case were the Seller designates an Affiliated Company as a supplier in accordance with this Article 2,
the Seller and designated Affiliated Company shall be jointly and severally liable to the Buyer for any and all
obligations under and in connection with this Contract.
2.5
2.5.1
2.5.2
In case of such delivery as envisaged by Article 2.4 above, the Seller will be entitled to choose one of the following
options*:
the Seller will in accordance with Article 9 of this Contract issue to Buyer an invoice for the electricity delivered
by the Affiliated Company. By payment of the invoice to the Seller, the Buyer will fulfill its payment obligation for
the electricity delivered under the Contract, and neither the Seller nor the Affiliated Company shall have any
more claims against the Buyer for electricity delivered pursuant to this Article 2.; or
the invoice for electricity delivered in accordance with Article 2.4 of this Contract will be issued, in accordance
with Article 9 of this Contract, by the Affiliated Company. By payment of the invoice to the Affiliated Company,
the Buyer will fulfill its payment obligation for the electricity delivered by the Affiliated Company in question
under Article 2.4 of the Contract, and neither the Seller nor the Affiliated Company shall have any more claims
against the Buyer for electricity delivered pursuant to Article 2.4 of this Contract.
*The Seller will notify the Buyer of its choice of one of the above mentioned options within 2 days after nomination
by the Buyer.
Any and all relations between the Seller and the Affiliated Company that may arise as a consequence of such
payment as envisaged by this Article 2.5 the Seller and the Affiliated Company shall regulate by separate
agreements.
2.6
In accordance with Article 2.2 above, the Parties agree that in each case of delivery of electricity by an Affiliated
Company, Seller is jointly and severally liable with the Affiliated Company for the supply of electricity as well as for
any and all obligations and liabilities towards the Buyer under the Contract and by operation of law.
2.7
The defined term Delivery Point includes Delivery Point as defined in both Article 1.1 and Article 2.3.
3
Electricity Price
3.1
For the delivered electricity the Buyer shall pay to the Seller the Price as envisaged by Article 1.1.
The Price as envisaged by Article 1.1 of this Contract is a fixed price and includes any and all costs related with
the sale and purchase of electricity, and no surcharge, additional charge or supplement whatsoever, for example
– but not limited to – costs for compensation energy, clearing fees, possible costs for obligatory purchase of
ecological energy, green power surcharge etc. will be owed by the Buyer to the Seller in addition to the Price.
Taxes are defined and regulated separately in Article 8.
4
Electricity Supply
4.1
The Seller shall, in accordance with the provisions of this Contract, deliver electricity to the Buyer to the Delivery
Point as specified in this Contract.
4.2
The electricity covered by this Contract shall be supplied by the Seller in conformity with the voltage and
frequency tolerances and other technical standards as prescribed by the applicable provisions of ENTSO-E, the
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responsible transmission system operators and local authorities (especially provisions relating to schedule
announcements, invoices and data exchange).
5
Electricity Purchase
5.1
The Buyer shall, in accordance with the provisions of this Contract, take delivery of and pay for the electricity
supplied at the Delivery Point as specified in this Contract.
6
Transmission and Delivery Charges
6.1
The transmission and delivery charges arising from the fulfillment of this Contract shall be paid by the Seller up to
the Delivery Point and by the Buyer at and from the Delivery Point. Transmission and delivery charges include all
payments and costs which are enforced by the network system operator for the use of the network areas of the
transmission and distribution networks, the necessary interposed transforming operations, the system services
and all other measures in connection with transmission.
6.2
The Cross Border Capacity shall be obtained by the Buyer who shall pay the corresponding allocation and all
other related costs, in case the Delivery Point is the Croatian/Serbian or Croatian/BIH border. In case Seller
changes, at its discretion, the Delivery Point as mentioned above, Seller shall provide the Cross Border Capacity
and pay all costs related to the Cross Border Capacity, including the corresponding allocation and all other related
costs.
7
Transfer of Risk and Title
The delivery of electricity shall be effected by making available the Quantity and the Capacity at the Delivery
Point according to this Contract. The delivery and receipt of the Quantity, and the transfer from the Seller to the
Buyer of risk and of all rights to title free and clear of any adverse claims thereto, shall take place at the Delivery
Point.
8
Taxes
8.1
The Price for the electricity agreed upon in Article 1.1 excludes taxes, duties, charges and all other levies of any
fiscal nature whatsoever imposed by any government or other taxing authority (the "Taxes").
8.2
Any Taxes or any other costs of the electricity sold/purchased under this Contract applicable in Croatia shall be
borne by the Buyer and any Taxes or any other costs applicable outside of Croatia shall be borne by the Seller
when so demanded by the authorities of any other country in which Seller may purchase or through which Seller
may transport the electricity sold/purchased under this Contract.
Any Taxes or any other costs relating to the provision of transport of the electricity sold/purchased under this
Contract applicable up to the Delivery Point shall be borne by the Seller when demanded by any relevant authority
or System Operator and any such Taxes relating to the provision or transport of Energy applicable from the
Delivery point and demanded by any relevant authority shall be borne by the Buyer.
8.3
If any Taxes are abolished/decreased during the term of this Contract, the obligation to pay them ceases/is
reduced accordingly.
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8.4
Each Party undertakes to immediately provide the other with all the information and evidence necessary to meet
its tax liabilities and to secure both exemption from taxes and tax refund claims.
9
Invoicing and Payment Conditions
9.1
The Seller shall transmit to the Buyer on the 1st or at the latest on the 2nd at 9:00 hours CET Business Day of the
calendar month following the month in which the delivery of electricity according to this Contract was performed,
an invoice setting forth the total quantity of electricity that was sold by the Seller under this Contract in the
previous month.
9.2
On or before the later to occur of (a) the twentieth (20th) day of the calendar month or, if not a Business Day, the
immediately following Business Day or (b) the fifth (5th) Business Day following receipt of the original of the
invoice (the "Due Date"), the Buyer shall pay, by wire transfer in freely available funds, the amount set forth on
such invoice to the payment address or bank account provided by the Seller in Article 16.2. Such payment shall
be made, unless otherwise agreed, in EURO, and subject to Article 8 (Taxes) without deduction and each Party
shall pay its own bank charges. "Business Days" are weekdays (Monday to Friday), except for the bank holidays
that are valid in the countries where the Parties and Affiliated Companies have their registered offices.
9.3
Overdue payments shall accrue interest from, and including the Due Date to, but excluding, the date of payment,
at the rate corresponding to the one month EURIBOR for 11:00 a.m. on the Due Date, plus 3 % per annum.
10
Representations and Warranties
10.1
Each Party warrants for the duration of this Contract that it is authorized to conduct the transactions governed
by this Contract, that it has obtained the necessary approvals and licenses and that it has undertaken to meet all
required regulatory conditions and has filed all required registrations. Each Party shall take all action necessary to
procure that any necessary authorizations, approvals or licenses for the performance of its obligations under this
Contract are in full force and effect during the duration of this Contract. Each Party has obtained all necessary
corporate approvals and consents and is authorized to execute this Contract; the signatories of this Contract are
authorized to execute this Contract, so this Contract creates valid, binding and enforceable obligations of the
Parties in accordance with its terms.
10.2
Each Party warrants that no litigation, arbitration or administrative suit or proceeding at law or in equity or before
any court, tribunal, governmental body, agency, official or arbitrator is pending or is, so far as it is aware,
threatened against it which would result in a material adverse change in its ability to perform its obligations under
this Contract, or that is likely to affect the legality, validity or enforceability against it of this Contract or its ability to
perform its obligations under this Contract.
10.3
Upon a reasonable request by one Party, the other Party shall provide copies of directives, provisions of
primary and secondary legislation relevant to the effective operation of this Contract, in the official language of
such documents and, as far as available, in English. Both Parties shall in a corresponding manner disclose to the
other Party upon request any resolutions by its governing bodies and authorities relevant to the effectiveness of
this Contract.
11
Suspension of Delivery by Seller
11.1 In addition to any other rights or remedies available to the Seller, should the Buyer default on any material
contractual obligation under this Contract, in particular on any payment or offtake obligation under this Contract,
the Seller shall be entitled, no earlier than three (3) Business Days after sending a written notice to the Buyer, to
immediately cease further deliveries of electricity under this Contract. After the reasons for the suspension of
delivery are remedied, the Seller will have to deliver all the quantities of the electricity which were not delivered
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due to the suspension of delivery, in addition to the quantities which are to be regularly delivered in accordance
with this Contract. Without prejudice to Article 15.2 of this Contract, the Seller is authorized, in case of the Buyer’s
default, to: (i) suspend the delivery as envisaged by this Article 11.1, and (ii) use the remedy provided by Article
12.2 below.
12
Non Performance
12.1. If all or part of the quantity agreed upon in this Contract is not supplied by the Seller, the Seller shall, provided
that it has not been released from this obligation by Force Majeure as defined in Article 14 of this Contract, pay to
the Buyer an amount for such undelivered electricity equal to the price difference between the agreed price and
the higher price at which the Buyer is or would be able to purchase or otherwise acquire the undelivered amount
of electricity in the market acting in a commercially reasonable manner, increased by any incremental
transmission costs and other reasonable documented costs and expenses. Instead of requesting the payment for
the replacement energy, the Buyer may at its own option request the Seller to deliver the non-delivered quantity
of the electricity in the period indicated by the Buyer, which period may be either (i) wholly or in part prior to the
termination of this Contract (in which case it will be made in addition to the regular delivery obligation for the part
prior to termination) or (ii) wholly or in part immediately after the termination of this Contract. In case that the
Buyer exercises such option, and the Seller still does not deliver the quantity non-delivered in the previous
period/s, the Buyer will still be entitled to claim the price difference between the agreed price and the higher price
at which the Buyer is or would be able to purchase or otherwise acquire the undelivered amount of electricity in
the market acting in a commercially reasonable manner, increased by any incremental transmission costs and
other reasonable documented costs and expenses. Damages for loss of profit, indirect or consequential damages
shall be expressly excluded.
12.2 If all or part of the quantity agreed upon in this Contract is not taken off by the Buyer, the Buyer shall, provided
that it has not been released from this obligation by Force Majeure as defined in Article 14, pay to the Seller an
amount for the non-accepted delivery equal to the price difference between the agreed price and the lower price
at which the Seller is or would be able to sell the non-accepted delivery in the market acting in a commercially
reasonable manner increased by any incremental transmission costs and other reasonable documented costs
and expenses. Damages for loss of profit, indirect or consequential damages shall be expressly excluded.
13
Liability
13.1. To the extent permitted by law, the Parties exclude liability for damages due to slight negligence ("leichte
Fahrlässigkeit").
13.2 For the avoidance of doubt, each Party agrees that it has a duty to mitigate its damages and covenants that it will
use commercially reasonable efforts to minimize any damages it may incur under or in connection with the
Contract.
14
Force Majeure
14.1 If a Party is prevented in whole or in part by Force Majeure from meeting its delivery or acceptance obligations
under this Contract, no breach or default on the part of the Party claiming and being affected by Force Majeure
shall be deemed to have occurred and it shall be released (and not merely suspended) from those obligations for
the period of time and to the extent that such Force Majeure prevents its performance, provided that:
a)
the Party claiming and being affected by Force Majeure, notifies the other Party in writing within 3 days
after occurrence of the Force Majeure and disclosing all relevant details without delay of the
circumstances that constitute Force Majeure; and
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b)
the Party claiming and being affected by Force Majeure, makes reasonable efforts to mitigate the effects
of Force Majeure.
14.2 For the purposes of this Article, Force Majeure means an occurrence beyond the reasonable control of the Party
claiming and being affected by Force Majeure, which it could not reasonably have avoided or overcome and
which makes it impossible for the Party claiming and being affected by Force Majeure, to perform its delivery or
acceptance obligations, including, but not limited to, one or more of the following:
a)
the failure of communications or computer systems of the relevant network operator(s) which prevents the
Party claiming and being affected by Force Majeure from performing its obligations of delivery or
acceptance; or
b)
the relevant network operators' suspension of delivery or acceptance or its disregard of the obligations of
the Party claiming and being affected by Force Majeure with regard to scheduling under this Contract.
14.3 In the event, and to the extent, that a Seller’s delivery obligation is released by Force Majeure, the Buyer’s
corresponding acceptance and payment obligation shall also be released. In the event and to the extent, that a
Buyer’s acceptance obligation is released by Force Majeure, Seller’s corresponding delivery obligation shall also
be released.
14.4. Obligations and liabilities, which have become due prior to the incidence of Force Majeure as well as those
becoming due after the Force Majeure occurrence has ceased shall remain unaffected.
15
Duration of the Contract
15.1 The Contract shall become effective as of the time of its signing and remain in force until [●].
15.2. The Contract cannot be terminated for other than a breach of a material reason (extraordinary termination for
material reason – "ausserordentliche Kündigung wegen wichtigem Grund") or through mutual consent of the
Parties. Such material reasons include the following:
a)
an amount due under this Contract has not been paid within five Business Days of the receipt of a
registered letter containing a warning that this event of default will lead to termination unless remedied
within 5 Business Days; the Contract will be deemed terminated upon expiry of the respective 5 Business
Days cure period following the delivery of the warning letter;
b)
a Party becomes aware with reasonable certainty that a representation or warranty, as provided by Article
10, was incorrect in a significant respect when made by the other Party; if this material reason for
termination is not remedied (if such remedy is possible) within fifteen Business Days after the receipt of a
registered letter sent by the non-breaching party containing a warning that this event of default will lead to
termination unless remedied within 15 Business Days, then the Contract will be terminated upon the expiry
of the respective 15 Business Days cure period following the delivery of the warning letter;
c)
a material obligation under the Contract has not been fulfilled by the other Party, and was not remedied
within 15 Business Days after the receipt of a registered letter sent by the non-breaching party containing
a warning that this event of default will lead to termination unless remedied within 15 Business Days; in
this case, the Contract will be deemed terminated upon expiry of the 15 Business Days cure period
following the delivery of the warning letter;
d)
in case a motion for the commencement of bankruptcy or insolvency or similar proceedings with respect to
any Party of this Contract is accepted as justified by the competent authority; in this case, the Contract
shall be deemed to be terminated without notice immediately prior to the acceptance of the motion for
commencement of such proceedings by the competent authority;
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e)
16
Force Majeure lasting for more than 30 consecutive days or more than 60 days in aggregate during one
calendar year; the Contract shall be deemed terminated upon delivery to either Party of a termination
notification.
Notices / Settlement
16.1. All notices that are sent under or in connection with this Contract (unless explicitly provided otherwise)
("Notices") are to be sent in writing to the following address by registered letter or fax:
A)
To the Seller
[●]
Attn: [●]
Tel.: [●]
Fax: [●]
E-mail: [●]
with a copy, (such copy not being a requirement for the validity of the Notice) to:
•
If it concerns invoicing
[●]
Attn: [●]
Tel.: [●]
Fax: [●]
E-mail: [●]
B)
To the Buyer
Hrvatska elektroprivreda d.d.
HEP-Trgovina d.o.o.
Ulica grada Vukovara 37
10000 Zagreb
Croatia
Attn: Ante Ćurić
Tel.: +385 1 6322 225
Fax: +385 1 6170 478
E-mail: [email protected]
with a copy, (such copy not being a requirement for the validity of the Notice) to:
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•
If it concerns invoicing
Attn: Ana Kodelli
Tel.: +385 1 6321 908
Fax: +385 1 6170 478
E-mail: [email protected]
16.2. All payments due under this Contract are to be remitted to the account of the Seller that will be specified in the
Seller’s invoice, on the due date, in full and without deduction, in liquid funds.
16.3. The above addresses can be changed by each Party with a written Notice provided at least 10 Business Days in
advance.
16.4. In case the Seller designates the different Delivery Point and an Affiliated Company as the supplier in accordance
with Article 2 above, and when in such a case the Buyer selects option stated under Article 2.5.2. the bank
account stated in the respective Invoice issued by the Affiliated Company shall be applied.
17
Partial Invalidity
17.1. If any provision of this Contract is or should become ineffective, the effectiveness of the remaining contractual
provisions shall remain unaffected.
17.2. The Parties undertake to replace the ineffective provision by an effective provision such that it comes as close as
possible to the commercial effect of the ineffective provision, observing the original commercial objectives of this
Contract.
17.3. Should issues arise that this Contract does not regulate, a suitable provision shall apply that comes as close as is
legally possible to what the Parties wished or, given the sense and purpose of the Contract, would have wished if
they had considered the point.
18
Change in Circumstances, error and laesio enormis
18.1. Amendments and additions to this Contract shall be effected in written form by the application of the legally valid
signatures of both Parties.
18.2. The Parties in particular agree and confirm that they renounce the right to require:
(i)
a change or amendment to the terms of this Contract based on change in circumstances (clausula rebus
sic stantibus – Wegfall der Geschäftsgrundlage), in particular caused by either any change (increase or
decrease) in the market price of electric energy, or ability of the Seller to deliver the quantities as stipulated
in this Contract; or
(ii)
the termination of this Contract for the reasons stated under (i).
The Parties confirm that they are professionals in the business of the electricity trading, and that they are aware of
the fact that the present price of electricity on the market may increase (or decrease) considerably during the term
of this Contract, for any reasons whatsoever including, for example, the present global economic crisis or any
similar ordinary or extraordinary event. Any increase or decrease in the present price of electricity on the market
shall therefore not give rise to any change, amendment or the termination of this Contract, irrespective of whether
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or not either of the parties was able to envisage, avoid or overcome such an event either or the extent of such an
event at the time of the execution of this Contract or during fulfilment of the same.
The Parties further confirm that it is an express obligation of the Seller to undertake anything which may be
required to ensure that, for the entire duration of this Contract, the Seller will be able to deliver the quantities as
stipulated in this Contract, including access to the transmission and distribution systems of electricity. For
avoidance of doubt such obligation will be excused in case that Article 14 (Force Majeure) is applicable.
The Parties confirm that the exclusion of the application of the change in circumstances Article (clausula rebus sic
stantibus – Wegfall der Geschäftsgrundlage) is an expression of their freely and seriously exercised will, and that
in stipulating this Article both parties act in accordance with good faith and the duty of loyalty principle.
The Parties also agree to waive the right to challenge (“Anfechtung”) or demand adjustments (“Anpassung”) to
this Contract on grounds of error (“Irrtum”).
The Parties furthermore agree to exclude the application of § 934 Austrian Civil Code (ABGB). Therefore, no party
shall be entitled to any claim to change, demand adjustments to or terminate this Contract on account of laesio
enormis.
For the avoidance of doubt, the Parties furthermore agree that a change in circumstances (clausula rebus sic
stantibus – Wegfall der Geschäftsgrundlage) and laesio enormis also do not constitute material reasons justifying
extraordinary termination of the Contract pursuant to Article 15.
19
Assignment
19.1. Each Party shall be entitled to assign its rights and obligations under this Contract only with the prior written
consent of the other Party, which will not be unreasonably withheld. In case that such consent of the assignment
is granted, the Parties agree that the Seller shall remain jointly and severally liable with the assignee for the
fulfillment of all obligations under this Contract.
20
Bank Guarantee
20.1. Not later than 5 Business Days from the day this Contract is signed, the Seller shall submit to the Buyer a
performance guarantee for timely and due fulfilment of all obligations of the Seller and Affiliated Companies
envisaged by this Contract in the form of a Bank Guarantee, original, including the following Clauses:
“Unconditional”, “Irrevocable”, “With no rights of objection”, “At first call”, issued by a renowned bank acceptable
to the Buyer, in the amount equal to [●]% of the value of the Contract (exclusive of VAT) and in the form and
content as in Attachment 1 of this Contract (“Bank Guarantee”). Validity of the Bank Guarantee as performance
guarantee for this Contract must be from the date of issuance until the 10th day after the expiry of the Contract.
20.2. The failure of the Seller to submit to the Buyer the Bank Guarantee (Option 2) or the Bank Guarantee and binding
Letters of intent (Option 1) as envisaged by this Contract shall be construed as legal grounds for immediate
termination of the award of the Contract to the Seller on the basis of the Seller’s bid, as well as for termination of
the Contract itself, as well as the reason for the payment of the Bid Bank Guarantee provided by the Seller to the
Buyer as part of the tendering process which preceded the execution of this Contract.
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21
Confidentiality
21.1 The Parties shall treat the content of this Contract as well as any information obtained from the other Party in the
context of this Contract as confidential.
22
Governing Law and Jurisdiction
22.1. This Contract shall be governed by and construed in accordance with Austrian law, excluding (i) any conflict of
laws rules of private international law and (ii) the UN Convention on the International Sale of Goods.
22.2. Any dispute, controversy or claim arising out of or relating to this Contract, including but not limited to its
amendment, performance or the breach, termination or invalidity thereof as well as the pre and post Contractual
obligations (“Dispute”), shall be settled amicably by the Parties within 30 days after a Party notifies another Party
of any such Dispute.
22.3. If the dispute cannot be settled amicably within such period, the Dispute shall be finally settled by arbitration in
accordance with the Rules of Arbitration of the International Centre of the Austrian Federal Economic Chamber in
Vienna (“Vienna Rules”) by three arbitrators, even if the Dispute, controversy or claim is based on other legal
grounds than the Contract. In case of the Dispute in the value of up to 100.000,00 (one hundred thousand) EUR
the Dispute will be settled by one arbitrator.
22.4. The place of arbitration shall be the Vienna, Austria.
22.5. The language of the arbitration shall be English.
22.6. The applicable law to the arbitration agreement is Austrian law without reference to the conflict of laws rules of
private international law.
22.7. Notwithstanding the arbitration agreement, each party may seek interim relief before the state courts.
22.8. The Parties give their consent to a multiparty proceeding in accordance with Article 15 of the Vienna Rules.
22.9. The Parties waive any right to request the annulment or modification of the award to the extent that such a
waiver is valid under the applicable law.
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23
Language and Copies; Execution
23.1 This Contract has been produced in two original copies, one for each Party.
23.2 This Contract is concluded on the date all of the Parties and the Affiliated Companies sign and execute this
Contract.
[●], Date: _______________
Zagreb, Date: __________________
For and on behalf of
For and on behalf of
[●]
Hrvatska Elektroprivreda d.d.
______________________
____________________
[●]
Perica Jukić
President of the Management Board
For and on behalf of
[●]
______________________
[●]
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ATTACHMENT 1 – BANK GURARANTEE FORM
Date of issuance:
[Title of Contract]
for: Hrvatska elektroprivreda d.d.
10000 Zagreb, Ulica grada Vukovara 37, Hrvatska
We refer to the Contract for the Sale and Purchase of Electricity (“Contract”) Number: ________, signed on
[date] between Hrvatska Elektroprivreda d.d. as the Buyer (''Buyer'') and [name of Seller] (“Seller”).
We ___________[name of bank] from _________ [name of State], with registered seat in ___________
[address of bank] (hereinafter “Bank”) hereby unconditionally, irrevocably and with no rights of objections
commit ourselves to pay to the Buyer, in case of Seller’s breach of any Contract obligation, any amount up to
[the amount of guarantee in words and numbers].
The Bank hereby undertakes to pay to the Buyer, waiving all rights of objections, against first written request
for payment by the Buyer, signed by the authorised signatory of the Buyer, in which the Buyer states that there
has been a breach of any Contract obligation by the Seller, any amount up to the total amount of [amount of
guarantee in words and numbers] as stated above, without need that the Buyer proves the validity of its
request and without Seller's rights to oppose or dispute such a request.
The total amount of this indemnity will be reduced by any payment effected hereunder.
This guarantee is valid from the date of issuance until the 10th day after the expiry of the Contract and any
request for payment by the Buyer must be submitted to the Bank by that term.
Bank’s liability pursuant to this guarantee shall terminate immediately after the expiry of the term, whether
returned or not, and no reimbursement can be requested after the expiry of stated term, i.e. after the Bank
reimburses the total amount of guarantee, whichever of the stated occurs first.
All notifications referring to this guarantee shall be sent per registered mail to the addressee – to the address
hereby stated or if otherwise agreed by and between hereby stated parties.
Governing Law for this bank guarantee shall be Croatian Law or Law of Seller’s country of domicile or Austrian
Law.
On behalf of the Bank
[Name and signature of authorized person]
[Title]
[Stamp]
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