DATED [DATE]

BETWEEN

BOC INDIA LIMITED

AND
[CUSTOMER]

LNG STORAGE & REGASIFICATION FACILITY HIRE

AGREEMENT

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THIS LNG STORAGE AND REGASIFICATION FACILITY HIRE AGREEMENT
("Agreement") made on this [xx] day of [xx], 20[xx] ("Effective Date")
BETWEEN
BOC INDIA LIMITED, an existing company under the Companies Act 1956 and having its registered
office at Oxygen House, P-43 Taratala Road, Kolkata 700 088 (hereinafter referred to as "BOCI" which
expression shall include its successors and permitted assigns);
AND
[xx], a company incorporated under the Companies Act, 1956 and having its registered office at [xx]
(hereinafter referred as "Customer" which expression shall include its successors and permitted assigns);
BOCI together with Customer shall be referred to as the "Parties" and each a "Party".
WHEREAS:
A. Customer is engaged in the business of [xx] at requires LNG as feedstock/fuel for its manufacturing
unit at [xx] (the “Works”).
B. Pursuant to the LNG Sale Agreement (defined below) dated [xx] and Side Letter (defined below) of
even date, Customer and BOCI have contracted for BOCI to supply LNG to the Customer, under the
terms thereof.
C. Customer has requested BOCI to install the BOCI Facility at the Site (both terms as defined below)
to store and re-gasify the LNG purchased by the Customer under the terms of the LNG Sale
Agreement and use thereof within the Works.
D. Customer and BOCI have agreed that BOCI shall install the BOCI Facility at the Site and make the
same available to Customer on a hire basis for the storage LNG and supply of re-gasified LNG to
meet Customer's requirements, pursuant to the following terms and conditions.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN SET
FORTH, THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATIONS
1.1. Definitions
In this Agreement unless the context otherwise require the following terms shall have the
following meanings assigned /ascribed thereto.
"Agreement" means this LNG Storage and Regasification Facility Hire Agreement including
without limitation, all schedules and attachments hereto, and any amendments agreed in writing
between the Parties.
“Application Points” means the engine inlet or burner inlet of the Customer’s equipment within
the Works, for use of Natural Gas.
"Bank Guarantee" means the bank guarantee furnished by the Customer in favor of the BOCI
to guarantee the performance of the Customer’s obligations under this Agreement (more fully
described in Article 6.2).
“BOCI Storage and Re-gasification Facility” or “BOCI Facility” means the LNG storage
tanks and re-gasification system together with ancillary equipment, to be installed by BOCI at the
Works, more particularly specified in APPENDIX A.
"Business Day" has the meaning as set out in the LNG Sale Agreement.
"Certificate" has the meaning as set out the LNG Sale Agreement.

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"Commencement Date" means the date mutually agreed between the Parties and as set out in
the Side Letter, on which date BOCI shall make the BOCI Facility ready to store and re-gasify
LNG.
“Contract Year” has the meaning as set out the LNG Sale Agreement.
"Co-ordination Committee" means the committee formed with members from each of the
Parties for the co-ordination of the activities under this Agreement as detailed in Article 7.2.
"Customer" has the meaning set forth in the preamble of this Agreement.
“Delivery Point” means the point within the Works at which LNG transported by the BOCI from
the Custody Transfer Point under the LNG Sale Agreement shall be supplied to Customer; which
shall be at the outlet valve of the LNG Truck.
"Effective Date" has the date of signing of this Agreement by the Parties.
"Expert" has the meaning specified in Article 16.3.
“Facility Charge” means the monthly charge payable by Customer for the availability of the
BOCI Facility as set out in APPENDIX C.
"Government Authority" has the meaning as set out the LNG Sale Agreement.
"Hire Term" has the meaning specified in Article 2.
"INR" or "Indian Rupee" means the lawful currency of the Republic of India.
“Invoice” means the invoice issued by the BOCI pursuant to Article 11.1.
“Law(s)” has the meaning as set out the LNG Sale Agreement.
"Liquefied Natural Gas" or its abbreviation "LNG" means Natural Gas in a liquid state, at or
below its boiling point and at a pressure of approximately one (1) atmosphere.
“LNG Sale Agreement” means the agreement between the Parties dated [xx] for the sale of
LNG.
"LNG Supplier” has the meaning as set out the LNG Sale Agreement.
"LNG Trucks" has the meaning as set out the LNG Sale Agreement.
“PESO” has the meaning as set out the LNG Sale Agreement.
“Permits” means all permits, licenses, approvals and consents from any Government Authority
that are necessary for carrying out any activity contemplated by this Agreement.
"Project Agreement" means this Agreement or the LNG Sale Agreement and "Project
Agreements" means any combination of the same as the context permits.
“Side Letter” has the meaning as set out the LNG Sale Agreement.
“Site” means the site area within the Works provided by the Customer, for installation of the
BOCI Facility as specifically described in APPENDIX B.
“Specifications” means the specifications to which LNG Tank, Regas Unit and other items must
conform at the Site, as set out in APPENDIX A .
"Taxes" means any and all taxes, duties, imposts, charges, cess or levies (by whatever other
name so called) that are levied or may be levied on the hire of the BOCI Facility to the Customer
or on provision of any supplies or services by BOCI under this Agreement.

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 "Works" has the meaning specified in the description of the Parties in the preamble of this
Agreement.
1.2 Interpretation
In this Agreement:
(a) Capitalized words and expressions used but not defined in this Agreement shall have the
same meaning assigned to them under the LNG Sale Agreement.
(b) The Appendices, Schedules and Attachments form an integral part of this Agreement.
(c) Reference to any law or regulation having the force of law includes a reference to that
law or regulation as from time to time amended, modified, supplemented extended or re-
enacted.
(d) The headings to clauses and schedules, and the index of contents are for convenience
only and shall not affect the interpretation of this Agreement.
2 EFFECTIVE DATE AND TERM
2.1 This Agreement shall come into effect on the Effective Date and unless otherwise agreed between the
Parties, shall run concurrently with the term of the Side Letter ("Hire Term"). Any extension to
the term of the Side Letter shall automatically result in extension of the Hire Term, unless the
Party agree otherwise.
2.2 The Hire Term may be extended for such period of time as may be mutually agreed by the Parties.
3 INSTALLATION, COMPLIANCE AND PERMITS
3.1 Upon execution of the Agreement and in order to meet its obligations under this Agreement to
install the BOCI Facility, BOCI shall setup and commission the BOCI Facility at the Site in
accordance with the technical description set out in APPENDIX A, in conformity with BOCI and
Customer’s current procedures and safety requirements and all applicable Law(s)and Permits.
3.2 Customer shall be responsible for obtaining Permits in its own name and otherwise complying
with legal requirements associated with ownership of the Site, hire, operation of the BOCI
Facility, the purchase and consumption of LNG and required for the modification of its
Application Points to make them compatible to use Natural Gas. For avoidance of any doubt
Customer shall secure necessary consents from PESO and Central/Sate Pollution Control Board
for installation and operation of the BOCI Facility as applicable.
3.3 BOCI shall be responsible for obtaining Permits in its own name and otherwise complying with
legal requirements associated with installing, owning and hiring out the BOCI Facility.
3.4 Each Party shall provide the other with all reasonable support necessary to obtain the Permits for
which such other Party is responsible.
4 RIGHTS OF ACCESS
4.1 From the Effective Date, BOCI, its personnel and vehicles, and those of third parties authorised
by BOCI shall have right of access to the Site and the Works (including necessary rights-of-way)
at any time necessary for the performance of its obligation under this Agreement. BOCI's
personnel and invitees shall not enter other locations at the Works without the permission of
Customer. BOCI's personnel and invitees shall, at all times while within the Works, comply with
Customer's regulations in force at the Works.
4.2 At the expiry or on early termination of the Agreement, Customer guarantees free access to the
Works for BOCI’s personnel or its authorised representatives at any time necessary for removal
of BOCI's property and assets. BOCI’s right of access under this Agreement shall continue for a

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 period of six (6) months after expiry of the Hire Term during which period BOCI shall remove its
property and assets (and shall have the right of access only for such purpose), but shall have no
obligation to remove foundations or underground structures or installations.
5 HIRE OF BOCI FACILITY
5.1 From the Commencement Date and for the duration of the Hire Term, BOCI shall hire the BOCI
Facility to Customer and Customer shall take on hire the BOCI Facility from BOCI pursuant to
this Agreement, unless terminated prior to the end of the Hire Term in accordance with the
provisions of this Agreement. BOCI shall also carry out periodic maintenance of the BOCI
Facility during the Hire Term and carry such other services as set in this Agreement
5.2 From the Commencement Date and for the duration of the Hire Term, Customer shall take
custody of the BOCI Facility and shall be responsible for its security by deploying adequate
security personnel at Site and the Works.
5.3 Ownership of the BOCI Facility shall at all stages remain with BOCI. Customer shall not claim
ownership of the BOCI Facility by virtue of its installation at the Site. Customer shall have no
right, title or interest in the BOCI Facility except as hirer.
5.4 Customer shall not sell, mortgage, pledge or create charge on the BOCI Facility or on its interest
in the BOCI Facility or part with the possession or custody of the BOCI Facility nor create a lien
thereon. Customer shall pay when due, all rents, rates, taxes, charges and impositions and any
increases thereto payable by it in respect of the Site or the Works.
5.5 Customer shall protect the BOCI Facility against attachment, distress, execution or seizure
enforceable against Customer and indemnify BOCI against direct losses, damages and expenses
incurred by BOCI by reason or in respect thereof. Customer shall take all steps necessary to
ensure that any attachment, distress, exemption or seizure ordered against Customer properties do
not affect the BOCI Facility which is the property owned by BOCI.
5.6 Customer shall under no circumstances permit any party not approved by BOCI to operate or
perform any maintenance work on the BOCI Facility.
6 CERTAIN OBLIGATIONS OF CUSTOMER
6.1 Customer shall provide BOCI with the Site, construction power and other items described more
fully in APPENDIX B, which shall conform with the specifications and descriptions set out in
APPENDIX B or provided by BOCI from time to time.
6.2 Customer shall at no cost or expense to the BOCI, taken all necessary steps to ensure that all
equipments required for transmission of re-gasified natural gas to the Application Points in the
Works are made ready / suitably modified for the use of Natural Gas.
6.3 BOCI Facility and such other equipment and installation provided by BOCI at the Site under the
terms of this Agreement, are for the sole use of Customer for the purpose of storage and
consumption of LNG supplied by BOCI under the LNG Supply Agreement.
6.4 Customer shall furnish an irrevocable and unconditional bank guarantee from a scheduled bank in
such form and substance as may be acceptable to BOCI; the value of which is set out in
APPENDIX C (“Bank Guarantee”) having validity for the first two (2) complete financial years
during the Hire Term. Thereafter, the sum of such Bank Guarantee shall be on diminishing basis
@ 12% every financial year (proportionate in case of part of financial year), which will be made
applicable through amendment of original Bank Guarantee, which shall continue to subsist during
the Hire Term. The Performance Bank Guarantee will remain valid for six (6) months after expiry
of the Hire Term.

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6.5 Customer shall operate the BOCI Facility through BOCI approved and trained personnel. The
Parties therefore agree that BOCI has provide training to selected personnel of the Customer and
establish procedures which must be complied with by the Customer at all times. Customer agrees
to indemnify and keep BOCI indemnified against any against losses, damages and expenses
incurred by BOCI as result of Customer’s obligation to comply with these provisions.
7 COMMENCEMENT DATE AND CO-ORDINATION COMMITTEE
7.1 Commencement Date
Subject to the Customer fulfilling its obligations under the Project Agreements, BOCI shall setup
and commission the BOCI Facility by the Commencement Date to receive the LNG purchased by
the Customer under the LNG Sale Agreement. Customer’s obligation to pay all the monthly
charges stipulated in this Agreement shall starts on the Commencement Date unless, due to the
act or omission of BOCI, BOCI is unable to setup and commission the BOCI Facility on the
Commencement Date.
7.2 Co-ordination Committee
The Parties agree to the committee constituted under the terms of the LNG Sale Agreement shall
also oversee and co-ordinate the activities under this Agreement.
8 TITLE AND RISK
The title to and risk in LNG stored in the BOCI Facility shall be remain with the Customer at all
times.
9 MEASUREMENT
9.1 Measurement of Volume and Quantity
The volume and quantity of LNG transported and delivered by BOCI at the Delivery Point shall
be measured and determined in accordance with the provisions of the LNG Sale Agreement.
9.2 BOCI Delivery Note and LNG Supplier Certificate(s) Binding
9.2.1 The Parties agree and acknowledge that:
(a) BOCI’s delivery note and/or
(b) all Certificate(s) provided by LNG Supplier;
with regard to the quantity, quality, composition and/or other specification(s) of the LNG
contained therein, shall be final and binding on the Parties.
9.2.2 The Parties shall promptly meet to discuss and endeavor to settle any dispute regarding the
provisions of this Article 9 including measurement or testing of the quantity or quality of LNG
delivered and, if within the thirty (30) Day period specified in Article 16.1, the Parties are unable
to resolve such disputes, then such dispute may be referred to a Expert appointed in accordance
with Article 16.1.
10 FACILITY CHARGES AND TAXES
10.1 Facility Charge
In consideration for BOCI making the BOCI Facility and other related equipment to the
Customer, the Customer shall pay BOCI a monthly Facility Charge, as set out in APPENDIX C.
10.2 Taxes
The Facility Charge and all other charges payable under this Agreement are exclusive of all
excise duty, sales tax, VAT, service tax, other levies and impositions ( by

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 whatever name called) which as applicable from time to time shall be payable extra
by the Customer. The Parties agree that any taxes and duties, which may have been paid by the
BOCI, shall be reimbursed by the Customer The Customer shall indemnify the BOCI against any
taxes and duties including penalties, if any, which the BOCI is or becomes obliged to pay,
directly or indirectly, as a result of any law, rule or policy, on hire of BOCI Facility, storage and
use of LNG as per the terms of this Agreement.
10.3 Change in Law & other variations
The Facility Charge shall stand revised from the date such change in Law is made effective or
implemented by the relevant Government Authority. Further, the change in Facility Charge and
the necessary adjustment shall be reflected in the subsequent Invoice.
11 INVOICING AND PAYMENT
11.1 Invoice for Facility Charge
At the beginning of every month, BOCI shall raise an invoice for the Facility Charge for that
month, together with taxes and duties as applicable.
11.2 Invoice Due Date and Payment
11.2.1 Invoice referred to in Article 11.1.1 for the Facility Charge shall become due and payable by the
Customer seven (7) days after the date on which the Customer has received the Invoice, either in
physical or electronic form.
11.2.2 Customer shall pay or cause to be paid, on or before the respective due date provided in this
Article 11, all amounts that become due and payable by Customer pursuant to an Invoice.
11.2.3 In the event Customer fails to make any payment on its respective due date, Customer shall pay
interest on outstanding amount at State Bank of India’s Base Rate plus three hundred basis points.
11.2.4 If the due date of any Invoice falls on a day that is not a Business Day, such invoice shall become
due and payable on the next Business Day.
11.2.5 All payments by Customer to BOCI shall be made through Real Time Gross Settlement (RTGS)
or by cheque payable at par at Kolkata.
11.3 Disputed Invoices
In the event Customer disagrees with any Invoice, it shall make payment of the total amount
thereof on the due date of the invoice; and shall immediately notify BOCI of the reasons for such
disagreement. An invoice may be contested by Customer by written notice delivered to BOCI
within a period of seven (7) days after such receipt of such invoice. If no such notice is served
within the seven (7) day period, then such invoice shall be deemed to be correct and accepted by
Customer. Promptly after resolution of any dispute as to an invoice, the amount of any
underpayment or overpayment shall be paid by BOCI or Customer (as the case may be) to the
other Party, together with interest thereon (as applicable) from the date payment was due to the
date of actual payment or from the date of payment to the date of reimbursement, as the case may
be.
12 FORCE MAJEURE
12.1 No failure, delay or omission by either Party to fulfill any of its obligations under this Agreement
(other than Buyer’s obligation to pay all charges payable under this Agreement) shall give rise to
any claim against such Party or be deemed to be a breach of this Agreement if and to the extent
such failure, delay or omission arises from any events beyond the reasonable control of the
affected Party, (each an event of "Force Majeure") including without limitation, the following
events:

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 (i) fire, flood, atmospheric disturbance, lightning, storm, typhoon, hurricane, cyclone,
tornado, earthquake, landslide, soil erosion, subsidence, washout or epidemic or other
acts of God;
(ii) war (whether declared or undeclared), riot, civil war, blockade, insurrection, acts of
public enemies, and acts of terrorism or civil disturbance;
(iii) lawful strike, lockout, or other industrial disturbance, affecting the facilities of the
Parties;
(iv) any non-discriminatory acts of government, or compliance with such acts, which directly
affect the Parties ability to perform their obligations hereunder;
(v) damage to BOCI Facility;
(vi) delays in receiving authorizations or permits required from any Government Agency or in
receiving major items of equipment, where such delays result from an event described in
this Article 12.1;
(vii) embargo, blockade or sanctions on the import or export of goods, services or technology.
12.2 Promptly upon the occurrence of an event that a Party considers may subsequently lead it to
claim Force Majeure relief under this Agreement or the Side Letter on account thereof, the
affected Party shall give notice of such event to the other Party, describing such event and the
obligations the performance of which could be delayed or prevented thereby.
12.3 The affected Party shall notify the other Party as soon as reasonably practicable by way of a
notice upon the occurrence of a Force Majeure event and shall state in such notice:
(i) the particulars of the event giving rise to the Force Majeure claim, in as much detail as is
then reasonably available including the time at which the Force Majeure event arose;
(ii) the obligations which have been actually delayed or prevented in performance and the
estimated period during which such performance may be suspended or reduced, including
(to the extent known or ascertainable) the estimated extent of such suspension or
reduction in performance; and
(iii) the particulars of the program to be implemented, if any, to ensure full resumption of
normal performance hereunder.
12.4 Provide Updates
The Party claiming a Force Majeure shall, from time to time thereafter at reasonable intervals,
and upon the reasonable request of the other Party, give to the other Party further information
provided that such updates are, in any event, given at least monthly.
12.5 Resume Performance
The Parties shall exercise reasonable diligence to resume normal performance of this Agreement
after the occurrence of an event of Force Majeure. Prior to resumption of normal performance,
the Parties shall continue to perform their obligations under this Agreement to the extent not
prevented by such event of Force Majeure.
12.6 To the extent Buyer’s performance is excused by Force Majeure, Seller may sell affected LNG
supplies to other buyers.
12.7 Act in Good Faith
In relation to all matters affected by a Force Majeure, each Party shall exercise its rights under
this Agreement in good faith.

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12.8 Endeavor to mitigate
For all matters affected by an event of Force Majeure, the Parties shall consult with a view
towards ending the Force Majeure and mitigating the effects thereof during the period of Force
Majeure.
12.9 Termination Due to Extended Force Majeure
In the event that any single event of Force Majeure continues for ninety (90) consecutive days or
more which substantially or totally impairs the performance of either Party, either Party shall be
entitled, upon thirty (30) days prior notice, to terminate the Agreement without incurring thereby
any further liability to the other.
13 TERMINATION
13.1 Neither BOCI nor Customer may terminate this Agreement, or be liable to the other in connection
with such termination, except as set out under Article 12.9 and this Article 13 of this Agreement.
13.2 Buyer’s Failure to make Payments
(a) If payment by Buyer of any invoice is not made within thirty (30) days after the due date
thereof, BOCI has the right, at BOCI's election, to terminate this Agreement by written
notice to the Customer.
(b) If Customer fails to furnish (including renew or replenish) the Bank Guarantee in
accordance with Article 6.4, BOCI has the right, without prejudice to any other rights or
remedies available to the BOCI, elect to terminate this Agreement by written notice to the
Customer.
13.3 Other grounds for termination
(a) If a Party becomes involuntarily the subject of uncontested proceedings (being
uncontested for more than 90 days) under any bankruptcy or insolvency laws or files for
voluntary winding up or goes into liquidation or dissolution or has a receiver appointed
over it or liquidator is appointed, pursuant to Law, except where such dissolution is for
the purpose of a merger, consolidation or reorganization and where the resulting entity is
expected to have financial standing to perform its obligations under this Agreement and
creditworthiness similar to the Party that has been subject to amalgamation and expressly
assumes all obligations under this Agreement and is in a position to perform them; or
(b) makes a false representation or warranty then the other Party may, without prejudice to
any of its claims, remedies, suits or rights of action, terminate this Agreement by giving
the other Party not less than thirty (30) days written notice.
13.4 On issuance of a termination notice under this Agreement, a notice shall also be deemed to have
been issued for the LNG Sale Agreement, with the consequences respectively set forth therein,
and the cause of such termination shall be deemed to be identical to that causing termination or
expiry of this Agreement.
13.5 In the event of termination of the Agreement, BOCI will have the right to remove the BOCI
Facility from the Works. In the event Customer fails to allow BOCI to remove the BOC Facility,
the Customer shall be liable to pay to BOCI the full replacement value of the BOCI Facility.
13.6 Termination shall be without prejudice to any accrued rights of either Party, and provisions of
this Agreement which expressly or impliedly have effect after termination will continue to be
enforceable notwithstanding termination (including, without limitation, the right of BOCI to
receive payment of all obligations and claims that arose or accrued prior to such termination, or
by reason of such default by Customer).

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13.7 If any Project Agreement is terminated for any reason, this Agreement shall be terminated at the
same time for the same reason.
14 LIABILITY AND LIMITATIONS
14.1 Each Party accepts liability for death of or injury to individual persons (including employees of
the other party) to the extent caused by its negligence or breach of this Agreement.
14.2 Each Party accepts liability to the other for physical damage to property of the other party to the
extent that it results from such first Party’s breach of contract or negligence in connection with
the performance of this Agreement.
14.3 Each Party’s total liability in respect of Article 14.2 shall not exceed ten percent (10%) of the
annual revenue received by BOCI from the Customer under the Project Agreements in the
preceding Contract Year. In the first Contract Year, the limit shall be ten percent (10%) of the
expected annual revenue calculated based on the Facility Charge and the ACQ under the LNG
Sale Agreement.
14.4 Under no circumstances will either Party be held liable to the other for any indirect or incidental
or consequential damages including loss of anticipated profit or loss resulting from business
disruption, even if foreseeable.
14.5 Each Party’s liabilities to the other arising from its obligations under this Agreement, or from
other cause, are limited to those expressly set out in the Project Agreements. Neither Party shall
have any liability to the other, nor have any further or other claim or remedy whatever against the
other except as so provided under the Project Agreement.
15 INSURANCE
15.1 At all times BOCI shall insure the BOCI Facility and Customer shall insure the Works, against
risk of loss. In addition, each Party shall effect and maintain or cause to be effected and
maintained during the Hire Term, insurance policies adequate to cover its liabilities under this
Agreement and such additional insurance as may be required under Law.
15.2 Each Party, upon the request of the other Party, shall furnish written confirmation that the
relevant insurance policy or policies remain in existence and that all relevant premiums have been
paid.
15.3 Failure by either Party to obtain the insurance coverage or certificates of insurance required
pursuant to this Article 15 shall not limit such Party's obligations or liabilities under any other
provision of this Agreement.
16 DISPUTE RESOLUTION
16.1 Amicable Settlement
The Parties shall use reasonable endeavors to settle any dispute amicably through negotiations. If
a dispute is not resolved within thirty (30) days after written notice of a dispute has been given by
one Party to the other Party then the same shall be settled by arbitration.
16.2 Arbitration
(a) Any dispute arising in connection with this Agreement which is not resolved by the Parties
pursuant to Article 16.1 within thirty (30) days of the notice of the dispute or if the dispute is of a
technical nature, in accordance with Article 16.3 shall be finally, exclusively and conclusively
settled by arbitration by reference to arbitral tribunal comprising of three (3) arbitrators, one (1)
each to be appointed by the Parties and the third arbitrator to be appointed by the two (2)
arbitrators appointed by the respective Parties.

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 (b) Such arbitration proceedings shall be conducted in accordance with Arbitration and Conciliation
Act, 1996 .The arbitration proceedings shall be conducted in the English language and venue
shall be Kolkata. The parties herby agree that the award of the arbitrator shall be final and binding
on the Parties. The Parties shall bear their own costs and expenses in respect of Arbitration.
However, all costs related to the third arbitrator shall be shared by the Parties in equal proportion.
16.3 Determination by Expert
16.3.1 Whenever any dispute arises between the Parties of a technical nature under this Agreement, then
such dispute shall be referred to an Expert.
16.3.2 Appointment of Expert
Should either Party give notice to the other of its intention to refer any such dispute to an Expert
for determination, the following shall apply:
(i) The Parties shall seek to mutually agree in good faith on the appointment of such Expert.
The Expert shall be an appropriately qualified and experienced professional who is
knowledgeable regarding the international LNG industry and is technically competent in
the area of the subject of the dispute to act as the Expert;
(ii) Failing agreement by the Parties regarding appointment of the Expert within fifteen (15)
days of the above notice, Article 16.2 shall apply.
16.3.3 The Parties shall provide their relevant submissions and supporting information with respect to
the dispute to the Expert within seven (7) days of the date of the appointment of the Expert.
16.3.4 The Expert shall resolve or settle such dispute taking due and proper account of the submissions
of the Parties and the intentions of the Parties under the Agreement, and shall render his decision
in respect thereof within sixty (60) days following the date of the appointment of the Expert.
Subject to consent of the LNG Supplier, the Expert will be given all reasonable access to the
relevant documents and information relating to the dispute, and access to the Custody Transfer
Point and sampling, weighing, measurements and other data as the Expert shall reasonably
require. Any decision of the Expert shall be final and binding on the Parties. The costs of the
Expert in settling or determining such dispute shall be borne by the losing Party unless the Expert
determines otherwise.
16.4 Continuing performance
While any dispute under this Agreement is pending, including the commencement and pendency
of any dispute referred to the Expert or arbitration, the Parties shall continue to perform all of
their respective obligations under the Agreement Side letter without prejudice to the final
determination in accordance with the provisions under this Article 16.
17 GENERAL PROVISIONS
17.1 Each BOCI and Customer shall comply with all applicable Laws in carrying out its obligations
under this Agreement.
17.2 If any provision or part of this Agreement is or becomes illegal, invalid or unenforceable, then the
relevant provision or part shall be severed and the remaining provisions shall be unaffected. In
such event the Parties shall meet promptly to discuss and agree on any amendments to the
Agreement necessary to maintain the original intention of the Parties.
17.3 This Agreement shall be governed by the laws of India. The exclusive venue of all legal
proceedings regarding this Agreement shall be Kolkata.
17.4 A Party receiving commercially valuable information, whether in electronic or hard copy form,
and whether technical or commercial, from the other party in connection with this Agreement

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 shall treat such information as strictly confidential and use it solely for the purposes of this
Agreement; provided that BOCI may provide such information to its Affiliates on a need-to-know
basis. This Article 17.4 does not apply to information that was already in the possession of the
recipient party, or that is or becomes public knowledge, or that was lawfully obtained by the
recipient party from a third party having no duty of confidentiality to the disclosing party. Upon
request by a disclosing party, a recipient party shall as soon as practicable destroy or return to the
disclosing party all confidential information as requested by the disclosing party. The obligations
in this Article 17.4 shall survive the termination of this Agreement.
17.5 Neither Party may at any time assign or transfer to a third party any part or the whole of this
Agreement without the written consent of the other Party.
17.6 Any amendment to this Agreement or any of its provisions shall be valid and binding only if both
the Parties to this Agreement have approved it in writing.
17.7 Notices
17.7.1 Notices required to be given under this Agreement shall be in writing and sent by Registered Post
Acknowledgement Due to the Party at the address given below or by facsimile or delivered
personally under acknowledgement to the nominated office of BOCI or Customer, as the case
may be.
To BOCI:
Attn: Managing Director
BOC India Limited,
Oxygen House,
P 43 Taratala Road,
Kolkata – 700 088.
To Customer:
[Please insert].
17.7.2 Any communication or document made or delivered by one person to another under or in
connection with this Agreement shall only be effective:
(i) if by way of fax or hand delivery, on the date of transmittal or delivery, as the case may
be, unless transmitted or delivered after close of the Business Day, in which case it shall
be deemed received at the close of the next Business Day; and
(ii) if by way of overnight mail or courier shall be deemed to have been received one
Business Day after it was sent.
17.7.3 A Party may change its address by providing written notice thereof to the other Party.
17.8 Failure or delay by a party in enforcing or partially enforcing any provision of this Agreement
will not be construed as a waiver of any of its rights under this Agreement. Any waiver by a party
of any breach of, or any default under, any provision of this Agreement by the other party will not
be deemed a waiver of any subsequent breach or default and will in no way affect the other terms
of this Agreement.
17.9 This Agreement to be executed hereunder constitutes the entire agreement between the Parties
hereto and supersedes any previous understandings, commitments, agreements or representations
whatsoever, oral or written, pertaining to the subject matter of this Agreement.

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18 Customer’s Warranties and Undertakings

The Customer warrants and undertakes to BOCI that throughout the term of this Agreement:
(a) the Customer’s Facilities will be technically and operationally compatible with the Seller’s
Facilities at the Delivery Point and fit for purpose for off take of Gas from the Delivery Point;
(b) the Customer’s Facilities will be maintained in good working order and condition and so operated
as to be compatible with the fulfilment of the obligations of the BOCI under this Agreement and
(c) it will allow Seller all rights of access at any time to inspect the Customer’s Facilities for
purposes connected with this Agreement

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed on the date first
indicated above

Signed for and on behalf of the BOCI Signed for and on behalf of the CUSTOMER

By By

Name Name

Title Title

Witnesses Witnesses

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 ANNEXURE A

1. Details of Facilities
(a) BOCI Facility

Sr. No. Item Description

1 02 Nos of Storage Tank (Gross capacity about 20 KL each)

2 02 Nos of Ambient Type Vaporizers

3 Flow and Pressure Control Skid including all controls, instrumentation & safety
measures

4 PLC system (Includes local & remote alarm connectivity, facility to operate
from remote locations, facility for web-based monitoring)

5 Interconnected piping upto battery limit

6 Cabling up to the battery limit

PS: to be mutually discussed and decided by both the parties

(b) Customer’s Utilities to be shared

1 Land and land development for the installation, all civil works including
foundation of equipment & PLC Control Room

2 Fencing, gates (main and emergency), Hard stand for tanker parking required in
the layout as per NFPA59A Rules

3 All work outside battery limit

4 Utilities such as Power, Nitrogen, Compressed Air, Leased lines for

communication etc, required for site testing, commissioning, LNG unloading
and operations

5 PESO and other regulatory approvals for the installation and its layout and
licenses for usage. The customer shall extend all necessary support for the same.

6 Fire extinguishers, water evacuation pump, fire water piping and hydrant
arrangement

7 Spares & consumables

8 Transportation of equipment to Site, including transit insurance etc

9 Cranes for unloading & erection

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10 Unloading of LNG and operation of LNG facility

PS: to be mutually discussed and decided by both the parties

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 APPENDIX B

1. Customer’s scope of work and supplies [Art 6.2]

[insert details of the Customer’s scope of work and supplies]

1 Land and land development for the installation, all civil works including
foundation of equipment & PLC Control Room would be in the scope of the
customer.

2 Fencing, gates (main and emergency), Hard stand for tanker parking required in
the layout as per NFPA59A Rules shall be constructed by the customer.

3 All work outside battery limit would be in the scope of the customer.

4 Utilities such as Power, Nitrogen, Compressed Air, Leased lines for

communication etc, required for site testing, commissioning, LNG unloading
and operations shall be provided to BOCI, free of charges.

5 PESO and other regulatory approvals for the installation and its layout and
licenses for usage shall be obtained by BOCI, however, the customer shall
extend all necessary support for the same.

6 Fire extinguishers, water evacuation pump, fire water piping and hydrant
arrangement shall be arranged for by the customer as per BOCI’s advice.

7 Spares & consumables would be in customer’s scope.

8 Transportation of equipment to Site, including transit insurance for LNG etc

would be in the scope of the customer.

9 Cranes for unloading & erection shall be provided by the customer.

10 Unloading of LNG and operation of LNG facility shall be in the scope of the
customer.

PS: to be mutually discussed and decided by both the parties

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 ANNEXURE C - Commercial
1. Facility Charge
Pursuant to Article 10.1 of the Agreement, Customer shall the following Facility Charge:
Rs XX Per Month (Fixed)
2. Value of Performance Bank Guarantee
Pursuant to Article 6.4 of the Agreement, Customer shall furnish a Performance Bank Guarantee
of a value of [●]

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