Deed of Donation – Promise of Gas Industry Facility Donation
concluded in terms of Section 628 et seq. of the Commercial Code
between the parties:
The Donor: (Business name)
Name of company
Registered office:
Represented by:
Reg. No.:
Tax ID:
VAT ID:
Bank:
Account No:
ABO: IBAN:
SWIFT ( BIC):
Entered in the Commercial Register of District Court...
Section:...... , file No.: ......
Legal form:
Or alternatively
Entered in the Trades Register of District Office in.....
Trades Register No.:......
Legal form: individual - entrepreneur
(hereinafter "Donor")
and
The Donee:SPP - distribúcia, a.s.
Registered office: Mlynské nivy 44/b, 825 11 Bratislava 26
Represented by:.......
Reg. No.: 35 910 739
Tax ID: 20 21 931 109
VAT ID: SK 20 21 931 109
Bank /EUR/: VÚB a.s.
Account No.: 1119353 / 0200
IBAN: SK74 0200 0000 0000 0111 9353
SWIFT (BIC): SUBASKBX
Bank /EUR/ : Tatra banka, a.s.
Account No.: 2627712668 / 1100
IBAN: SK64 1100 0000 0026 2771 2668
SWIFT (BIC): TATRSKBX
Entered in the Commercial Register of District Court Bratislava I., section: Sa, file No.: 3481/B
Legal form: joint-stock company
(hereinafter "Donee" )
- Subject-matter of contract
1.The Donorin accordance withthe provision of Section 628 of the Civil Code hereby promises to donate (i.e. to transfer the title without consideration) in the future to the Doneethe gas industry facility (specify the type ofgas industry facilitythat will be implemented, e.g. gas pipeline DN XY in alength of Xm) that the Donorundertakes to implement according to project documentation (name and number) elaborated by ......
2.The Doneeaccepts this donation promise.
II. Conditions of donation
The partiesagree that the Deed of Donation of gas industry facility specified inArt. Iof this Deedshall be concluded subject to the fulfilment of the following conditions:
1.Gas industry facility shall be implemented in accordance with project documentation specified inArt. Ihereof.
2.The building authority shall issue the decision permitting the use of construction work (certificate of practical completion) for thegas industry facilityspecified inArt. Iof this Deed and this decision shall enter into force.
3.The Donorshall hand over tothe Doneeall documents concerning the gas industry facility – list of documents forms an integral part of this Deed as Annex No. 1 / Choose from the LIST OF DOCUMENTS (A,B,C) depending on the type of GIF, depending on the type of donated PZJ/
4.The Donorshall establish easements in favour of the Donee at its own expense. The Specimen Contract on Establishment of Easement as well as the Specimen Contract on Establishment of Easement in Favour of aThird Party is an integral part of this Deed as its Annex No. 2. The Donoris obliged to submit to the Donee extracts from the certificates of ownership of all land lots crossed by the gas industry facility set out in Art. I hereof, specifying in Section "C" Encumbrances the easement in favour of the Doneewithin the meaning of the respective contract.
III. Transfer of title
1.The Donoris obliged to submit to the Donee documents set out in Art. II (1) to (4) of this Deed in 30 days from the implementation of the gas industry facilityspecified inArt. Iof this Deed.
2.The partiesagree that the title shall be transferred fromthe Donortothe Donee at the moment when all conditions defined in Article II of this Deed are fulfilled.
3.If, during the implementation of the gas industry facility specified inArt. Iof this Deed, the need for changes in the gas industry facilities against the specification in project documentation (Article I (1) of this Deed) arises, such change shall not influence the existence of the donation promise, i.e. this promise shall continue to exist unless these change cause asubstantial change in the character and the purpose of use of the gas industry facility. In this case the subject of donation shall be thegas industry facilityas implemented.
IV. Estimated value of gift
1.The cost of the gas industry facility that is the subject of this Deed (gift) determined at the Donoris EUR (in words EUR ).
2.All tax obligations towards the relevant tax authority, resulting from the obligation to pay value added tax in case of donation of the gas industry facility, shall be settled by the Donor .
V. Final provisions
1.Rights and obligations of the parties not stipulated by this Deed are governed by the provisions of Section 628 et seq. of the Civil Code.
2.The parties declare that they have read this Deed and understood its content, that it is concluded voluntarily, that their freedom to contract is not limited whatsoever and that their will if free and serious, which they confirm by their signatures.
3.This Deed is executed in six counterparts, from which the Donor shall receive two and the Donee four counterparts.
4. The Deed enters into force and takes effect when signed by representatives of both parties.
5.An integral part of this Deed is the List of documents concerning the gas industry facility, that forms Annex No. 1 to this Deed, and Specimen Deed of Donation that forms Annex
No. 2.
In...... , ...... In...... , ......
For the Donor...... The Donee:
- 1 -
Príloha č.1
LIST OF DOCUMENTS
A/ Technical documentation for high-pressure gas pipeline
B/ Technical documentation for MP and LP gas pipelines (steel + PE)
C/ Technical documentation for regulation stations (RS) to the Deed of Donation
- 1 -
Príloha č.1
A/ Technical documentation for high-pressure gas pipeline
a)Conditional documents
-Report on takeover of the pipeline according to paragraph 10.1 of standard STN 38 6410, containing at least the following documents:
-Building permit
-Confirmed project documentation for implementation (detail design) with marking of
changes
-Report on initial revision of gas pipeline and connection
-Pressure test report
-Geodetic survey of actually implemented construction works in digital form,
-Written approval of owners of affected underground facilities and owners or administrators of railways, sidings, roads and watercourses to the method of implementation of parallel construction works and their crossing
-Report on gas filling and commissioning of the pipeline
-Certificate of practical completion
-Official test certificate (Decree of MLSAF SR No. 718/2002),
-Report from the last valid test and overhaul.
b)Other documents
-Documents of the report on takeover of steel gas pipelines according STN 38 6410 not specified under a),
-Local operating regulations according to Art. II of standard STN 38 6405
-Operating log (if the pipeline was already operated
B/ Technical documentation for MP and LP gas pipelines (steel + PE)
a) Conditional documents
-Report on takeover of the pipeline with documents for steel gas pipelines and connections according to STN 38413, Annex D, and for PEgas pipelines and connections according to STN 38 6415, Annex C, containing at least the following documents:
-Building permit
-Confirmed project documentation for implementation with marking of changes
-Report on initial revision of gas pipeline and connection
-Pressure test report
-Geodetic survey of actually implemented construction works in digital form,
-Written approval of owners of affected underground facilities and owners or administrators of railways, sidings, roads and watercourses to the method of implementation of parallel construction works and their crossing
-Certificate of practical completion
-Official test certificate (Decree of MLSAF SR No. 718/2002),
-Report from the last valid test and overhaul.
c) Other documents
-Documents of the report on takeover of steel gas pipelines according STN 38 6413, Annex D, and for PE gas pipelines and connections according STN 38 6415, Annex C, not specified under a),
-Local operating regulations according to Art. II of standard STN 38 6405.
C/ Technical documentation for regulation stations (RS) to the Deed of Donation
a) Conditional documents:
-Certificate of practical completion, permit for use, report on removal of defects detected by final inspection proceedings
-Geodetic survey of RS in JTSK, including the location of gates in front of and behind RS and related facilities (fence, el. connection, grounding system, access road, etc.)
-Building documentation of actual implementation (detail design)
-Design documentation of technological equipment with documents on previous operation;
-Reports on overhauls and tests of RS of dedicated technical equipment;
-Official test certificate for dedicated technical equipment.
- 1 -
Príloha č.2
DEED OF DONATION
DZ xx/2010/RCx
concluded in terms of Section 628 et seq. of the Civil Code
The Donor
(Business name) Name of company
Registered office:
Represented by:
Reg. No.:
Tax ID:
VAT ID:
Bank:
Account No:
ABO: IBAN:
SWIFT ( BIC):
Entered in the Commercial Register of District Court...
Section:...... , file No.: ......
Legal form:
Or alternatively
Entered in the Trades Register of District Office in.....
Trades Register No.:......
Legal form: individual - entrepreneur
(hereinafter "Donor")
and
The Donee: SPP - distribúcia, a.s.
Registered office: Mlynské nivy 44/b, 825 11 Bratislava 26
Represented by:.......
Reg. No.: 35 910 739
Tax ID: 20 21 931 109
VAT ID: SK 20 21 931 109
Bank /EUR/: VÚB a.s.
Account No.: 1119353 / 0200
IBAN: SK74 0200 0000 0000 0111 9353
SWIFT (BIC): SUBASKBX
Bank /EUR/ : Tatra banka, a.s.
Account No.: 2627712668 / 1100
IBAN: SK64 1100 0000 0026 2771 2668
SWIFT (BIC): TATRSKBX
Entered in the Commercial Register of District Court Bratislava I., section: Sa, file No.: 3481/B
Legal form: joint-stock company
(hereinafter "Donee")
I. Subject-matter of contract
1. The Donor is exclusive owner of the of the gas industry facility ("subject of donation"):
The Donor acquired the gas industry facility in question on the basis of......
2. By the Deed the Donor transfers the gas industry facility specified in paragraph 1 of this article to the Donee without consideration. The Donee accepts the gift with thanks.
II. Contract conditions
1.The Donee hereby undertakes to operate, maintain and repair the donated gas industry facility specified in Article I of this Deed at its own expense and to implement safe and reliable natural gas distribution to offtake points of customers connected to the gas industry facility in accordance with Act No. 656/2004 Coll. on Energy, as amended.
2.The Donor as exclusive owner of GIF that is the subject of this Deed pursuant to Art. I.1 hereof declares that according to Act 595/2003 on Income Taxes, as amended ("ITA") costs of construction of GIF at the Donor are apart of cost of the construction work and were included in costs pursuant to Art. 19 (3)(c) of ITA at the Donor at the time of transfer without consideration.
3.The Donor declares that no third party property rights rest on the donated facility, that the facility was implemented in accordance with project documentation approved by the Donee and under conditions specified in the building permit. The facility was implemented in the period ......
4. The Donor declares that at the date of signature of this Deed no proceedings against him was initiated or threaten to be initiated, which could give rise to doubts on the title of the Donor to the subject of donation or doubts on the right of the Donor to dispose of the subject of donation.
5.The title to the subject of donation is transferred to the Donee at the moment of signing of this Deed by representatives of both parties.
6.On conclusion of this Deed, the Donor handed over to the Donee documentation according to the list of documents that forms Annex No. 1 to this Deed.
7.On conclusion of this Deed, the Donor handed over to the Donee extracts from certificates of ownership of all land lots crossed by the gas industry facility specified inArt. Iof this Deed, specifying in Section "C" Encumbrances the easement consisting in the right to "install and operate the gas pipeline“ in favour of the Donee.
8.If, for objective reasons, it is impossible to establish the easement to any of land lots on which the gas industry facility specified in Article I of this Deed is located, the Donor is obliged to submit to the Donee the document proving this fact, which shall replace a copy of the respective certificate of ownership with data specified in paragraph 7 of this article.
III. Value of gift
1.The value of gift is EUR ...... The residual tax value of gift is EUR ......
2.All tax obligations towards the relevant tax authority, resulting from the obligation to pay value added tax in case of donation of the gas industry facility, shall be settled by the Donor.
IV. Guarantee for quality
1. The Donor warrants that the subject of this Deed shall be fit for use for the agreed, otherwise usual, purpose and that it shall keep the agreed, otherwise usual, properties during this period.
2.The parties agreed on the guarantee period of 60 months. The guarantee period starts from the date of handing over and taking over of the subject of the Deed. The guarantee period does not run in the period during which the Donee was unable to use the subject of the Deed because of its defects. The guarantee period shall be suspended on the day when the Donee exercises its right to removal of defects (date of delivery of complaint).
3.The guarantee for quality does not apply to defects caused by fault of the Donor or third parties.
4.The Donor undertakes to remove the claimed defect in 3 days from the date of delivery of written complaint, unless the parties agree otherwise.
5.If the Donor does not remove the claimed defect within the determined time-limit, and in urgent cases when it is impossible to wait for removal of the defect by the Donor (the Donee is obliged to consult this matter with the Donor), the Donee has the right to remove the defect alone or to have it removed by athird party. In this case the Donee shall be entitled to payment of costs incurred by removal of the defect on the part of the Donor that the Donor is obliged to reimburse.
6.After the removal of claimed defect the Donor shall draw up the list of implemented works and the revision report, if appropriate, and execute all other acts to make the subject of the Deed of Donation fully functional. The parties shall execute thereport on removal of claimed defects that shall be signed by representatives of both parties.
V. Final provisions
1.Rights and obligations of the parties not stipulated by this Deed are governed by the provisions of Section 628 et seq. of the Civil Code.
2.The parties declare that they have understood the content of this Deed, that it is concluded voluntarily, that their freedom to contract is not limited whatsoever and that their will if free and serious, which they confirm by their signatures.
3. This Deed is executed in six counterparts, from which the Donor shall receive two and the Donee four counterparts.
4.The Deed enters into force and takes effect when signed by representatives of both parties.
5.An integral part of this Deed is the List of documents concerning the gas industry facility that forms Annex No. 1 to this Deed.
In...... , ...... In...... , ......
Forthe DonorForthe Donee:
- 1 -