General Terms and Conditions

General Terms and Conditions

for the Storage of GaS

as of

xx. xx. 2016

STORENGY DEUTSCHLAND GMBH

GENERAL TERMS AND CONDITIONS

FOR THE STORAGE OF GAS

as of xx. xx. 2016

Table of contents

Contents Page

Preamble 4

Part I – Introduction 4

Section 1 Terms and Definitions 4

Section 2 Scope and Products 4

Part II – Conclusion of Contract 6

Section 3 Storage Contract 6

Section 4 Precontractual Procedure 7

Section 5 Creditworthiness Assessment and Security 8

Part III – Performance of the Contract 11

Section 6 Provision of Storage Products and Title to Gas 11

Section 7 Gas Specification 12

Section 8 Allocation of Gas Quantities and Storage Rates 12

Section 9 Availability 13

Section 10 Storage Prices 14

Section 11 Taxes 14

Section 12 Invoicing and Payment 15

Section 13 Force Majeure 16

Section 14 Liability 17

Part IV – Operational Merger 19

Section 15 Combination of Injection / Withdrawal Curves 19

Part V – Secondary Marketing and Services 20

Section 16 Gas Transfer in Storage 20

Section 17 Granting of Usage Rights 21

Section 18 Temporary Assignment of Storage Contract 21

Part VI – Suspension, Term and Termination 23

Section 19 Suspension / Termination of Storage Contract 23

Section 20 End of the Contractual Relationship 23

Part VII – Miscellaneous 25

Section 21 Assignment of Storage Contract / Succession 25

Section 22 Confidentiality 25

Section 23 Amendments to the GTC 26

Section 24 Written Form 27

Section 25 Arbitration / Applicable Law and Language 27

Section 26 Compliance with Storengy’s Ethical Standards 28

Section 27 Definitions 29

Preamble

Storengy Deutschland GmbH (hereinafter referred to as “Storengy”) owns and operates pore and cavern storages located in Germany.

Storengy grants storage customers access to its storages for the storage of gas quantities.

Storengy provides gas storage under respective storage contracts concluded between Storengy and the storage customer based on the following general terms and conditions (hereinafter referred to as “GTC”).

Part I – Introduction

Section 1
Terms and Definitions

The terms and definitions as set out in Section 27 shall apply to these GTC and the storage contract with its attachments and annexes. Defined terms are set out in italics. References to the singular include the plural and vice versa unless otherwise explicitly stated or resulting from the context. The section headings in these GTC shall not affect the interpretation of defined terms.

Section 2
Scope and Products

2.1 Storengy offers storage products, further specified in the Definitions under Section 27, specified in a storage product sheet attached to the individual/relevant storage contract and subject to the operational specifications contained in the operating manual storage (Attachment A) and the technical requirements specified in the technical manual storage (Attachment B).

2.2 Moreover, Storengy offers or intends to offer other storage products and services. These may include, for example, the following products:

· combination of injection curves / withdrawal curves (operational merger) in accordance with Section 15 (Combination of Injection / Withdrawal Curves);

· other storage products and services related to secondary marketing as specified in Part V – Secondary Marketing;

· further storage products, such as flexi product(s) day ahead product(s)[1] and virtual products.

2.3 Storengy publishes the availability of working gas volume and storage rates as well as currently available storage products as well as other storage products and services on its website (www.storengy.de). If a storage customer requests different and/or deviating storage products, Storengy will evaluate whether the requested storage product can be provided.

Part II – Conclusion of Contract

Section 3
Storage Contract

3.1 The storage customer and Storengy enter into a storage contract according to the Precontractual Procedure as per Section 4 (Precontractual Procedure). A storage contract may be concluded for the term of one gas day, one gas month, one storage year or consecutive multiples or consecutive combinations thereof. Unless agreed otherwise between Storengy and the storage customer in the individual/relevant storage contract itself, the storage contract consists of the following components:

· the contractual document, between the storage customer and Storengy regarding a certain storage product; and the storage product sheet for each storage product contracted by the storage customer

· the following other documents

· the GTC in the version applicable at the time the parties enter into the storage contract;

· the operating manual storage in Attachment A to the GTC;

· the technical manual storage in Attachment B to the GTC;

Under the storage contract, Storengy shall provide the agreed storage product and the storage customer shall accept the storage product and shall pay Storengy the agreed prices in accordance with Section 10 (Prices).

3.2 Storage products are provided within an implementation period, but Storengy undertakes best efforts to implement the contracted storage product in minimum time. Implementation may require up to ten business days prior to the contracted start of the storage product, depending on the type of storage product and the data volume which needs to be recorded.

Section 4
Precontractual Procedure

4.1 In case a storage customer sends a binding offer to or indicates the interest to conclude a storage contract Storengy initiates the precontractual procedure. An offer can be sent via Email, fax or letter and has to detail the main components of a storage product. By submission of its offer, the storage customer accepts these GTC. During the precontractual procedure, the storage customer shall provide Storengy with all data necessary to conclude and implement the storage contract in due time and as reasonably requested by Storengy.

4.2 Upon receipt of the storage customer’s offer or indication of interest, Storengy shall without undue delay (unverzüglich) and with due diligence determine whether a respective storage product can be made available for the storage customer. Sufficiently detailed binding offers of storage customers for a storage product are accepted by Storengy in accordance with objective, transparent and non-discriminatory criteria, such as the chronological order of the time of receipt of (“first offered – first served”), the most economically advantageous sufficiently detailed binding offer for Storengy (“priority of best offer”) or auction procedures according to Section 4.5. If the storage product can be made available for the storage customer, Storengy shall accept the storage customer’s offer and enter into the storage contract, subject, however, to a satisfactory customer check in accordance with Section 4.4 (Precontractual Procedure). Otherwise, Storengy shall reject the offer. In the case of a partial unavailability of the storage product, Storengy shall be entitled to propose to the storage customer a modified storage product, for which the storage customer may submit a new binding offer.

4.3 Unless Storengy has selected and communicated a deviating booking period, storage customers’ offers for parts of a storage year will only be taken into account, if made at the start of or during the relevant storage year.

4.4 When a storage customer submits an offer, Storengy is entitled to conduct a customer check and to request relevant information from the storage customer before it decides whether or not to accept the storage customer’s offer. The customer check may include, but is not limited to:

· a creditworthiness assessment in accordance with Section 5 (Creditworthiness Assessment and Security);

· provision of security if so required due to the creditworthiness assessment in accordance with Section 5 (Creditworthiness Assessment and Security); and

· a communication test as described in Section II of the operating manual storage, attached as Attachment A to these GTC.

4.5 Storengy reserves the right to allocate storage products in auction procedures, which shall be governed by separate terms and conditions specifically tailored to that auction taking precedence over this GTC. Unless set out otherwise in those separate l terms and conditions or in the storage contract these GTC shall apply as an integral part of the storage contract as awarded in the auction process.

4.6 Furthermore, Storengy reserves the right to offer online booking of certain storage products via a special access tool on its website. Application of the access tool and online bookings will be governed by separate terms and conditions, which will be published on Storengy’s website (www.storengy.de). Unless set out otherwise in those separate terms and conditions or in the storage contract these GTC shall apply as an integral part of the storage contract as concluded via online booking.

Section 5
Creditworthiness Assessment and Security

5.1 Storengy is entitled to assess the storage customer’s creditworthiness from time to time, for example but not limited to, the time prior to the conclusion of that storage customer’s first storage contract in accordance with Section 3 (Storage Contract) or if Storengy reasonably anticipates any deterioration in the creditworthiness of the storage customer.

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General Terms and Conditions

for the Storage of GaS

as of

xx. xx. 2016

5.2 Storengy firstly checks its storage customers’ creditworthiness using the following publicly available ratings:

· Moody’s Investors Service ratings;

· Standard & Poor’s Corporation ratings;

· Creditreform;

· Dun & Bradstreet.

Furthermore, the storage customer must have the following information available and present it, as required, at Storengy’s request:

· the most recent balance sheets, profit and loss statements and cash flow statements “credit documentation”);

· profit and loss transfer agreements in so far as their existence are not already evidenced by respective registration in the German trade register or any other comparable public register: The storage customer may choose to refer to its direct parent company (as long as there is a profit and loss transfer agreement) or its ultimate holding company (as long as there is a chain of profit and loss transfer agreements that includes this holding company).

· storage customers who are subject to transparency-related legal requirements that prevent them from presenting credit documentation before its official publication must, if so required, present their credit documentation immediately after its legally mandated publication. Storengy may then perform a creditworthiness check based on this presented credit documentation and inform the storage customer of the result.

If there are no publicly available ratings or if these are incomplete and if, furthermore, the storage customer presents none or not all or not the most recent of the aforementioned credit documentations at Storengy’s request, this may give Storengy cause to assume that the storage customer’s creditworthiness is poor.

5.3 A sufficient creditworthiness shall be considered if storage customer or its direct parent company (if a profit and loss transfer agreement exists), or its ultimate holding company (if a chain of profit and loss transfer agreements also including such holding company is in place) has a rating:

· At least A2 as rated by Moody’s Investors Service,

· At least A as rated by Standard & Poor’s Corporation,

· At maximum 200 as rated in Creditreform creditworthiness index or

· At maximum 2 as rated in Dun & Bradstreet risk rating.

In case of multiple ratings applicable to storage customer and/or its direct parent company or its ultimate holding company the latest rating shall be decisive and among deviating latest ratings the best rating shall be considered.

Should no rating be available or should a decisive rating be insufficient storage customer upon Storengy’s request shall submit balance sheets, income statements (reflecting profit and loss) and cash flow statements and evidence of any existing profit and loss transfer agreement (credit documents), if applicable. Storage customers being subject to transparency requirements according to statutory transparency requirements conflicting a provision of the credit documents prior to their publication, shall be obliged to provide such documents immediately following the legally required publication. Storengy shall conduct a creditworthiness assessment based on these documents and inform storage customer about the result.

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General Terms and Conditions

for the Storage of GaS

as of

xx. xx. 2016

5.4 In case of a credit worthiness assessment with a negative result according to Section 5.2 above Storengy is entitled to demand adequate security for any prices and other consideration payable by the storage customer as well as any taxes or other public duties, in particular energy tax and Value Added Tax (hereinafter referred to as “VAT“) which usually shall not exceed 5 (five) percent of the storage price (including taxes) owed by storage customer under the storage contract (“Security Limit”). The security shall be provided in the form of an irrevocable letter of credit, a sufficient cash deposit, an absolute security or guarantee enforceable upon first demand at a major bank registered in the European Union (i) with a credit rating of at least A2 as rated by Moody’s Investors Service, (ii) with a credit rating of at least A as rated by Standard & Poor’s Corporation, (iii) with a creditworthiness rating up to a maximum of 200 as rated by Creditreform, or (iv) with a risk rating up to a maximum of 2 as rated by Dun & Bradstreet, or an otherwise financially equivalent guarantee or security.

5.5 Irrespective of the credit worthiness assessment according to Section 5.2 above storage customer shall be obliged to immediately provide Storengy with the latest status of the afore credit documents if any changes to the storage customer’s financial standing, corporate status or any other relevant circumstances which might reasonably impact Storengy’s assessment of the storage customer’s standing as determined by the above credit worthiness assessment are imminent to occur. Storage customers being subject to transparency requirements according to statutory transparency requirements conflicting a provision of the credit documents prior to their publication, shall be obliged to provide such credit documents immediately following the legally required publication.

5.6 Storengy shall return a security provided by storage customer according to Section 5.3 above without delay if the payments irrevocably effected by storage customer are equal to the Security Limit or to the extent the prerequisites for the provision of such security in accordance with this Section 5 (Creditworthiness Assessment and Security) cease to exist.

Part III – Performance of the Contract

Section 6
Provision of Storage Products and Title to Gas

6.1 By concluding a storage contract, Storengy shall be obliged to provide the contracted storage product to the storage customer in accordance with the storage contract. Storage contracts may be combined on an operational basis in accordance with Section 15 (Combination of Injection / Withdrawal Curves).

6.2 Within the range of the contracted working gas volume and the storage rate, Storengy shall accept, inject and store and/or withdraw and redeliver with equivalent energy content the gas quantities nominated/re-nominated and delivered for injection and/or nominated for withdrawal by the storage customer in accordance with the operating manual storage. The storage customer shall provide for injection the gas quantities nominated in accordance with the operating manual storage at the storage delivery point and shall off-take the gas quantities nominated for withdrawal and redelivered by Storengy at the storage off-take point.