Toplarniška 19
1000 Ljubljana
Slovenija
www.te-tol.si
AN INVITATION TO TENDER IN A NEGOTIATED PROCEDURE
Subject matter:
PURCHASE AND TAKE-OVER OF BASELOAD ELECTRICITY
IN THE YEAR 2009
(No. RD: 46/08)
1. SENDER OF THE INVITATION TO TENDER
The sender of the invitation to tender in a negotiated procedure is Termoelektrarna Toplarna
Ljubljana, d.o.o., (hereinafter referred to as TE-TOL), whose partners are the Republic of
Slovenia and Mestna Občina Ljubljana (City Municipality of Ljubljana). TE-TOL has been entered
in the register with the District Court in Ljubljana, Commercial Jurisdiction under Appl. No.
10034400.
2. TENDERER:
In accordance with the invitation to tender a tenderer may submit a tender meeting the
following conditions:
1. it carries out the activity of trade with electricity in scope of the activity provided by
the relevant act;
2. it has obtained the licences required to carry out the activity of trade with electricity;
3. it is not in the compulsory settlement process, bankruptcy or liquidation;
4. it has paid taxes and contributions (in accordance with the regulations of the state
where its registered office is located);
5. it has no criminal record relating to the operation or the consequences of the court
decision have already been deleted;
6. tenderer's / tenderers’ accounts have not been frozen in the last six months before
the deadline for the submission of the tender.
3. TENDER SUBMISSION, CLOSING DATE OF THE INVITATION TO TENDER
You are kindly requested to submit your tender on the enclosed forms for the purchase and
take-over of baseload electricity for the year 2009. A tenderer can submit a tender for the
purchase and take-over of the baseload electricity in LOTs stated in Section 7, minimally for one
LOT and maximally for 10 LOTs.
All tenders delivered latest until 12 September 2008 shall be considered.
A tender can be delivered by a registered letter or personally to the dispatch centre of TE-TOL
until 12 September 2008. The tender shall be submitted in an envelope with the heading »DO
NOT OPEN – TENDER FOR THE PURCHASE AND TAKE-OVER OF BASELOAD ELECTRICITY IN
THE YEAR 2009«.
TE-TOL shall not consider any tenders submitted after the deadline. When the procedure has
been concluded such a tender shall be returned unopened to the tenderer with the statement
that it was too late.
A competent person for the information relating to the invitation to tender is Ms Brigita Zorec,
tel: 01 58 75 252.
Competent persons for technical issues are:
- Igor Bole, tel: 01 58 75 360, e-mail: [email protected]
- Tomaž Javornik, tel: 01 58 75 372, e-mail: [email protected]
4. FINANCIAL COLLATERAL
A tenderer shall submit a blank bill of exchange with the filled in bill of exchange statement in
the amount of € 300,000.00 with validity until the date defined for the validity of the tender, i.e.
13 October 2008 as a type of financial collateral for the tender bond. TE-TOL offers the text of
the financial collateral in Annex No. 3.
Upon the conclusion of the contract the tenderer shall submit the financial collateral for
satisfactory performance of contractual obligations to TE-TOL in form of three (3) blank bills of
exchange amounting to 30% of the contract value with the validity until 1 February 2010, with
the filled in, signed and stamped bill of exchange statement. TE-TOL offers the text of the
financial collateral in Annex No. 4a.
The tenderer shall attach a filled in bill of exchange statement for the tender bond (contained in
these documents) to the tender and the selected tenderer shall submit the filled in bill of
exchange statement for the tender bond of contractual obligations (contained in these
documents) upon the conclusion of the contract.
5. SELECTION OF A TENDERER/ TENDERERS
After the examination of tenders TE-TOL shall decide on the selection of a tenderer / tenderers,
whereby it reserves the right to additionally negotiate with tenderers.
TE-TOL shall select a tenderer offering the highest purchase price for a LOT or several LOTs
and then the following tenderer offering the second highest purchase price for a LOT or several
LOTs, until the complete baseload electricity for the year 2009 has been purchased (10 LOTs).
Shall tenderers with lower purchases prices per LOT offer more LOTS than TE-TOL shall need to
sell the complete baseload electricity production for the year 2009, it shall accept only the
missing LOTs from the tenderers.
TE-TOL shall inform all tenderers about its decision in writing.
The term of payment for the purchased and taken-over electricity is 30 days from the date of
invoice issue. TE-TOL shall issue invoices for the taken-over electricity until 5th each month for
the previous month.
Other provisions are contained in the model contract that shall be filled in, initialled, signed,
stamped and attached to the tender (Annex No. 5).
2
6. VALIDITY OF THE TENDER
The tender shall be valid until 13 October 2008 or until a contract has been concluded
7. MONTHLY TIME SCHEDULE OF BASELOAD ELECTRICITY PRODUCTION IN THE
YEAR 2009
In 2009, monthly production of baseload electricity in TE –TOL shall amount to:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
Hourly output
MW
80
80
60
50
30
20
20
20
20
40
70
80
Production
MWh
59,520
53,760
44,580
36,000
22,320
14,400
14,880
13,440
9,120
29,800
50,400
59,520
407,740
1 LOT
MW
8
8
6
5
3
2
2
2
2
4
7
8
1 LOT
MWh
5,952
5,376
4,458
3,600
2,232
1,440
1,488
1,344
912
2,980
5,040
5,952
40,774
The complete shut-down of the production has been planned from Friday, 28 August 2009,
24:00 hours until incl. Friday, 11 September, 24:00 hours.
TE - TOL shall supply electricity in scope of the balance group in the Slovene transmission
network.
8.
CONTRACT
TE-TOL shall conclude a contract with the selected tenderers (Annex No. 5 – model contract).
Ljubljana, August 2008
TERMOELEKTRARNA TOPLARNA LJUBLJANA, d.o.o
3
Annex No. 1
TENDER No. ….
1. SUBJECT MATTER OF THE TENDER
PURCHASE AND TAKE-OVER OF BASELOAD ELECTRICITY IN THE YEAR 2009
2. THE PRICE OFFERED (excl. of VAT):
.................................... €/MWh; in words: ...................................................................
3. DATA ABOUT THE TENDERER:
Company name
............................................................................................................................................
Legal representative
............................................................................................................................................
Identification number
............................................................................................................................................
Registration number
........................................................................................................................
Transaction account (state all transaction accounts):
opened with ................................ No. :
............................................................................................
……………………………………………………………………………………………………………………………………….
Address
............................................................................................................................................
Telephone No....................................................
Fax No. ...................................................
Contact person
............................................................................................................................................
Person in charge of signing the contract
............................................................................................................................................
4
Description
1.
Price
€/MWh
The number of
offered LOTs
(max. 10 LOTs)
Total quantity
MWh
Baseload electricity in the year 2009
(1 LOT = 40,774 MWh)
The term of payment is 30 days from the last date of the accounting period.
The tender for the purchase of baseload electricity is valid until 13 October 2008 or until a
contract has been concluded.
Place, date:
Stamp and signature of the tenderer:
5
Annex No. 2
Tenderer:
STATEMENT
about meeting the required conditions
SUBJECT MATTER OF THE TENDER:
PURCHASE AND TAKE-OVER OF BASELOAD ELECTRICITY IN THE YEAR 2009
In accordance with the pecuniary and criminal liability the tenderer states that it meets all the
conditions required enumerated below:
1. it carries out the activity of trade with electricity in scope of the activity provided by
the relevant act;
2. it has obtained the licences required to carry out the activity of trade with
electricity;
3. it is not in the compulsory settlement process, bankruptcy or liquidation;
4. it has paid taxes and contributions in compliance with the regulations of the state
where its registered office is located;
5. it has no criminal record relating to the operation or the consequences of the court
decision have already been deleted;
6. tenderer's / tenderers' transaction accounts have not been frozen in the last six
months before the deadline for the submission of the tender.
The tenderer also states that it shall submit the adequate evidence at the request of TE-TOL
proving the existence or meeting of the above conditions required.
Place, date:
Stamp and signature of the tenderer:
6
Annex No. 3
___________________________
___________________________
(Place and date)
___________________________
(Issuer of a bill of exchange:)
BILL OF EXCHANGE STATEMENT
One (1) blank signed bill of exchange has been submitted to TE-TOL for the security of meeting
obligations of the issuer of the bill of exchange towards Termoelektrarna Toplarna Ljubljana,
d.o.o., Toplarniška 19, 1000 Ljubljana (hereinafter referred to as TE-TOL) as the financial
collateral
for
the
tender
bond,
in
accordance
with
the
tender
_________________________________ for the purchase and take-over of baseload electricity
in the year 2009 on the basis of the invitation to tender. The following authorised person has
been signed on this bill of exchange:
______________________________as _________________ ______________________
(Name and surname)
(Position)
(Signature)
Hereby, we authorise TE-TOL to fill in the blank bill of exchange without any previous
notification in the amount of € 300,000.00 (three hundred thousand € 00/100), to fill in all
other components of the bill of exchange that have not been filled in and to use the bill of
exchange for the collection of liabilities in case the issuer of the bill of exchange shall violate the
provisions of the documents of this invitation to tender.
The issuer explicitly confirms and agrees that this power of attorney and the blank bill of
exchange are valid also in case of change in an authorised person of the issuer. TE-TOL may
also fill in the bill of exchange by the clause »without protest«.
Hereby,
we
authorise
TE-TOL
to
domicile
the
bill
of
exchange
with
_________________________________
that
keeps
our
account
No.
________________________________ or with any other person who keeps any other account
of the issuer of the bill of exchange, and the payment of this bill of exchange shall be debited to
it in accordance with the regulations valid at that time.
This bill of exchange statement or the power of attorney contained in it is considered an
irrevocable order or authorisation of the issuer of the bill of exchange submitted to any bank
from the previous paragraph of this statement relating to the payment of the bill of exchange
mentioned in this statement.
The validity of the bill of exchange statement shall begin on the date determined for the
submission of tenders, ……………… and expire on the last date determined of tender validity
………………………..
After this date the validity of the bill of exchange and blank bill of exchange expires. TE-TOL
shall return the blank bill of exchange to the issuer latest within fifteen days.
Annex: blank bill of exchange
ISSUER OF BILLS OF EXCHANGE
____________________________
(Stamp and signature)
7
Annex No. 4
STATEMENT ABOUT THE SUBMISSION OF financial collateral for
SATISFACTORY PERFORMANCE OF CONTRACTUAL OBLIGATIONS
Shall
I,
the
tenderer,
be
requested
to
sign
the
contract,
I,
_____________________________________________________________________
state that three (3) blank bills of exchange with the bill of exchange statement filled in for the
satisfactory performance of contractual obligations in the amount of 30 % of contract value
shall be submitted within 14 days after conclusion of the contract for the purchase and takeover of baseload electricity; the validity of bills of exchange shall be until 1 February 2010.
Place, date
Stamp, signature
8
Annex No. 4a
___________________________
___________________________
(Place and date)
___________________________
(Issuer of bills of exchange:)
BILL OF EXCHANGE STATEMENT
Three (3) blank signed bills of exchange are submitted to TE-TOL for the security of meeting
obligations of the issuer of the bill of exchange towards Termoelektrarna Toplarna Ljubljana,
d.o.o., Toplarniška 19, 1000 Ljubljana (hereinafter referred to as TE-TOL) as the financial
collateral for the satisfactory performance of contractual obligations in compliance with the
contract P - ___/08 in the amount of 30% contract value i.e. € _______________ for the
purchase and take-over of baseload electricity that TE-TOL and the issuer of bills of exchange
concluded on the basis of the invitation to tender. The following authorised person has been
signed on the bills of exchange:
______________________________as _________________ ______________________
(Name and surname)
(Position)
(Signature)
Hereby, we authorise TE-TOL to fill in the blank bills of exchange without any previous
notification in the total amount of € ________________ (in words:_______________), to fill in
all other components of the bills of exchange that have not been filled in and to use the bills of
exchange for the collection of liabilities in case the issuer of bills of exchange has not met its
contractual obligations in accordance with the provisions of the above-mentioned contract.
The issuer explicitly confirms and agrees that this power of attorney and the blank bills of
exchange are valid also in case of change in an authorised person of the issuer. TE-TOL may
also fill in the bill of exchange by the clause »without protest«.
Hereby,
we
authorise
TE-TOL
to
domicile
the
bills
of
exchange
with
_________________________________
that
keeps
our
account
No.
________________________________ or with any other person who keeps any other account
of the issuer of the bills of exchange, and the payment of this bill of exchange shall be debited
to it in accordance with the regulations valid at that time.
This bill of exchange statement or the power of attorney contained in it is considered an
irrevocable order or authorisation of the issuer of the bills of exchange submitted to any bank
from the previous paragraph of this statement relating to the payment of the bill of exchange
mentioned in this statement.
This bill of exchange statement is reduced by any amount encashed in accordance with this bill
of exchange statement.
The validity of the bill of exchange statement shall begin on the date of validity of the above
quoted contract and expire on 1 February 2010.
After this date the validity of the bill of exchange statement and unused bills of exchange
expires. TE-TOL shall return them to the issuer latest within fifteen days.
Annex: 3 blank bills of exchange
ISSUER OF BILLS OF EXCHANGE
(Stamp and signature)
9
Annex No. 5
TERMOELEKTRARNA TOPLARNA LJUBLJANA, d.o.o.,
Toplarniška 19, Ljubljana
represented by
Blaž Košorok, Univ. Grad. Lawyer, CEO
Registration No.: 5033730
Identification No. for VAT : SI56448554
Transaction account No.: 02924-0017425656, 33000-0000998412
(hereinafter referred to as the Seller)
and
…………………………………….
represented by
Registration No.:
Transaction account No.:
(hereinafter referred to as the Customer),
(hereinafter the Seller and the Customer collectively referred to as the Contracting Parties)
enter into
Contract No.: P.. /08
PURCHASE CONTRACT
PURCHASE AND TAKE-OVER OF BASELOAD ELECTRICITY
IN THE YEAR 2009
(hereinafter referred to as the Contract)
Now therefore, the Contracting Parties hereby agree as follows:
10
št
PREAMBLE
Article 1
Initially, the Contracting Parties have uncontestedly stated:


that the Customer has submitted to the Seller its Bid No. ……….. for the purchase and
acceptance of baseload electricity in 2009, attached as Annex No.1 hereto; and
that the Customer has provided assurance to the Seller that it performs all activities
necessary to the fulfilment of obligations assumed under this Contract and meets all the
requirements set out by regulations in force for the performance of its activities and the
fulfilment of obligations assumed thereunder.
SUBJECT OF THE CONTRACT
Article 2
The object of this Contract shall be the sale, supply, purchase and take-over of baseload
electricity produced in co-production within the period from 1 January 2009 from 00:00, to 31
December to 24:00 in accordance with the Customer’s Bid, attached as Annex No.1 hereto.
QUANTITY AND MONTH SCHEDULE
Article 3
The quantity of electricity subject to this Contract shall amount to ………………… MWh.
The Month Schedule of electricity supply and hourly output per months shall be laid down in the
Table below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
Hourly
power
MW
Production
MWh
In the period of full production stop from 4 September 2009 from 24:00 to including 6
September 2009 to 24:00, the Seller shall be not be obligated to supply and the Customer shall
not be obligated to take-over the electricity thereunder.
11
Article 4
The Customer shall communicate the Seller a mutually coordinated daily forecast of any
electricity taken-over for each individual day by 9:00 at the latest for the day in advance.
Should the D+1 be Saturday, Sunday or a non-working day in accordance with the law, the
Customer shall inform the Seller of any daily forecasts from the first following working day,
including the latter.
CONTRACT PRICE
Article 5
The contract price of electricity shall be agreed and amounting to:
…….. €/MWh.
By taking into account the quantities referred to in the Article 3 thereof and the contract price
of electricity, the contract price shall amount to
…….. €.
The contract price and contract value shall include no Value Added Tax and other charges in
the country.
HANDOVER PLACE
Article 6
The Seller shall supply and the Customer shall take-over electricity within the Balance Sheet
Group of which the Seller is a member.
The Contracting Parties shall agree that in accordance with respective rules of the functioning
of the internal market or forecast of timetables, they shall communicate to the market organizer
or competent system operator the appropriate timetables of forecasts.
PAYMENT TERMS
Article 7
The quantity of electricity charged by the Seller to the Customer shall be the sum of daily
forecasts of the Customer’s purchase of electricity on the basis of mutually co-ordinated hour
forecasts in accordance with Article 3 and 4 thereof.
The Seller shall issue invoices by the 15th in the month in respect of the previous month.
12
The Customer shall pay to the Seller the electricity on the basis of the invoices issued within 30
(thirty) days from the last accounting period. The accounting period shall be a calendar month.
The Customer shall be obligated to submit in writing to the Seller any complaint within 3
(three) working days from the receipt of invoice and to settle the undisputed part of the
invoice in due time. The Seller must reply in writing within 8 (eight) days after receiving a
claim.
The invoices for any costs in accordance with Articles 10 and 11 of this Contract shall be
produced by the Contracting Parties following the mutual approval and co-ordination of data
for each individual accounting period or other period mutually agreed upon.
The invoice for costs relating to Articles 10 and 11 thereof shall be settled within 30 (thirty)
days from the date of issuance.
SECURING THE PAYMENT AND COVERING THE COSTS
Article 8
Upon concluding the Contract, the Contracting Parties shall agree that the Customer shall
supply to the Seller three (3) blank bills of exchange with the bill of exchange statement duly
completed, signed and stamped in the amount of 30% of the contract value, i.e.
______________ EUR.
The Seller shall have the right to exercise bills of exchange (wholly or partly) if the Customer
fails or fails to meet his payment obligations as agreed under the Contract (non-payment of
the invoices for the electricity issued by the Seller in accordance with this Contract).
Should the Customer fail to take-over the electricity supplied, and the Seller should suffer any
costs resulting from the non-fulfilment of taken-over electricity by the Customer, the Seller
shall also be entitled to exercise the bills of exchange during the validity of this Contract, all in
compliance with Article 11 of this Contract and other respective provisions thereof.
In case of exercising the bill of exchange, the Customer shall agree and undertake to submit
new bills of exchange under the conditions referred to in the fist paragraph of this Article, so
as to enable the Seller to be in possession of the security instrument as defined in the first
paragraph thereof.
The Seller shall undertake to return the Customer any non-exercised bills of exchange within
15 (fifteen) days after receiving the payment of the last invoice under this Contract.
INCAPACITY OF FULFILMENT
Article 9
Any circumstances such as Force Majeure (unexpected natural events having the character of
natural disaster – flood, earthquakes, fire etc.) shall be deemed as the incapacity of fulfilment
in accordance with this Contract and shall cause damages on the devices of the transmission
electrical energy network and/or the Seller’s devices; any state measures and other events
that can not be prevented, remedied or avoided, i.e. circumstances which shall be not under
the responsibility of the Contracting Parties.
If the Contracting Parties cannot, in the light of these circumstances, wholly or partly meet
13
their obligations related to the supply or take-over, this shall not be deemed the violation of
contract obligations by the Contracting Parties. The Contracting Parties shall be exempted
from the obligations of the supply or take-over to the extent their fulfilment has been
prevented for the duration related to the incapacity of fulfilment thereunder.
The Contracting Party referring to the incapacity of fulfilment, shall forthwith notify the other
Contracting Party and shall communicate a legally non-binding assessment of the volume and
expected consequences regarding the incapacity of fulfilment. If the other Contracting Party is
not appropriately and promptly notified, the Contracting party exercising the incapacity of
fulfilment shall be liable for damages occurred to the other Contracting Party.
When the supply obligation ceases for the circumstances related to the incapacity of
fulfilment, the obligation to take-over and pay this electricity shall also cease for the
Customer at the same moment and in the same scope. And also vice-versa: the Customer
shall be also free from its obligation to take-over and pay for reasons of circumstances
regarding the incapacity of fulfilment.
NON-FULFILMENT OF SUPPLY
Article 10
If the Seller fails to supply wholly or partly the contract quantities in accordance with the Time
Schedule determined pursuant to Articles 3 and 4 thereof, however, the non-fulfilment shall
not be justified by the incapacities of fulfilment referred to in Article 9 thereof, or by the nonfulfilment on the side of the Customer, the Seller shall be obligated to pay the Customer a
compensation for damages to the extend of any undelivered quantity, whereby the amount of
damages shall be accounted for as the product of:
-
the quantity of unsupplied electricity, and
the difference, if positive, between the contract price and the price of nonsupplied electricity that can (or could) be purchased by the Customer in
accordance to good business practices on the market.
The amount of compensation shall be increased by any additional costs resulting from the
energy transmission and other justified and provable costs, and expenses suffered by the
Seller as a result of the Seller’s non-fulfilment.
Should the compensation accounted for under the first and second paragraph thereof be
negative, the Customer shall not be entitled to any compensation.
The amounts falling due according to this Article shall be charged and paid in accordance with
Article 7 thereof.
The Contracting Parties shall agree that the Seller may, in the event of full or partial nonsupply of the contract values in accordance with the Time Schedule set out in Articles 3 and 4
thereof, however this non-fulfilment shall not be justified by circumstances of the fulfilment
incapacity, specified in Article 9 thereof, or the non-fulfilment by the Customer, provide to the
Customer the electricity from other sources, and in case the price of such electricity supplied
shall be lower or equal to the price of electricity in accordance with this Contract, this shall be
considered that the Seller has fulfilled its contract obligation, and, consequently, the Seller
shall not be liable to payment of compensation to the Customer in accordance with the
provisions of the preceding paragraphs of this Article.
14
NON-FULFILMENT OF TAKE-OVER
Article 11
If the Customer fails to take-over wholly or partly the contract quantities in accordance with
the Time Schedule determined pursuant to Articles 3 and 4 thereof, however, the nonfulfilment shall not be justified by the incapacities of fulfilment referred to in Article 9 thereof,
or by the non-fulfilment on the side of the Seller, the Customer shall be obligated to pay the
Seller a compensation for damages to the extend of any quantity that has not been takenover, whereby the amount of damages shall be accounted for as the product of:
-
the quantity of electricity that has not been taken-over, and
the difference, if positive, between the contract price and the price of the
quantity that has not been taken-over that can (or could) be sold by the Seller in
accordance to good business practices on the market.
The amount of compensation shall be increased by any additional costs resulting from the
energy transmission and other justified and provable costs and expenses suffered by the Seller
as a result of the Customer’s non-fulfilment.
Should the compensation accounted for under the first and second paragraph of this Article be
negative, the Seller shall not be entitled to any compensation.
The amounts falling due according to this Article shall be charged and paid in accordance with
Article 7 thereof.
Notwithstanding the provisions of the preceding paragraph of this Article, the Contracting
Parties shall agree that the Seller may, in the event that the Customer would not take-over the
contract values in accordance with the Time Schedule set out in Articles 3 and 4 thereof,
however this non-fulfilment shall not be justified by circumstances of the fulfilment incapacity,
specified in Article 9 thereof, or the non-fulfilment by the Customer, the Seller may sell the
electricity on the market, and this shall be deemed that the Customer has taken-over such
electricity sold. Consequently, the Customer shall not be liable to the Seller for the payment of
compensation in accordance with the provisions of the preceding paragraphs of this Article,
unless the electricity has been sold by the Seller at the price lower than the electricity price
agreed under this Contract. In case that the Seller has sold the electricity at price lower than
the electricity price agreed by this Contract, the Customer shall be obligated to compensate
damages equal to the amount of difference between the contractually agreed price and the
price at which the Seller has sold (or could have sold) the quantity of electricity that has not
been taken-over on the market, and, any additional costs referred to in the second paragraph
thereof.
SUSPENSION OF SUPPLY
Article 12
If the Customer is overdue with any payment hereunder, the Seller shall be entitled, within
seven (7) working days at the earliest, after the written notification to the Customer, to
suspend the electricity supply. Therefore, at present, the Seller shall be temporarily released
15
from its obligation to supply under this Contract until the receipt of the requested payment in
full (including the interest for default and costs).
VALIDITY AND TERMINATION OF THE CONTRACT
Article 13
The present Contract shall be deemed executed, when signed by both Contracting Parties. In
case that the date of signatures shall be different, the later date shall apply as the date of the
Contract conclusion.
This Contract shall apply from 1 January 2009 to 31 December 2009. The Contract shall
terminate by the fulfilment of obligations relating to the supply, take-over and payment in
accordance with the provisions thereof.
The Contracting Parties may agree upon the early termination of this Contract in a written form
by the Annex to this Contract.
Either Contracting Party may withdraw from the Contract, if the other Contracting Party fails to
fulfil its obligations related to the supply and take-over of electricity, except in the event of
discharging its obligations for the incapacity of fulfilment set out in Article 9 thereof. The
Contracting Party that has failed to meet its obligations shall be liable to payment of
compensation in accordance with the provisions of Articles 10 and 11 thereof.
If the Customer fails to deliver both the bills of exchange and bill of exchange statements
referred to in Article 8 thereof, the Contract shall be terminated.
Article 14
Notwithstanding the termination of this Contract for any reason, any such provisions thereof
that shall not be exclusively bound by their contents and their purpose to the validity period of
this Contract shall apply permanently and without time limit or regardless the validity thereof.
NOTIFICATION
Article 15
The Contracting Parties shall notify each other through their authorized contract managers
thereof.
The authorized persons for the custody of this Contract shall be:
- For the Seller: Igor Bole, Cellular Phone 041 626289, E-mail: [email protected];
in the event of his absence/unavailability:
Tomaž Javomik, Cellular Phone 041 775867, E-mail: [email protected];
- For the Customer: __________________, Cellular phone ……………………, E-mail:
…………………………………. ;
in the event of his absence/unavailability:
_______________, Cellular Phone ………………, E-mail: ……………………………………..;
All notices, requests and demands shall be in writing and correctly addressed sent by mail or
electronic mail to the addressee.
16
Any notification contrary to the contractual provisions referred to therein shall have no legal
effect.
BUSINESS SECRECY, PROTECTION OF THE CUSTOMER'S GOODWILL
Article 16
Business secrecy shall cover all data related to the business operations of the Contracting
Parties that should be treated as business secrecy by any businessman at the average level of
due diligence.
Article 17
The Contracting Parties shall be obligated to protect the business secrecy referred to in the
preceding Article with reasonable care and diligence. The Contracting Parties shall be equally
liable for the fulfilment of this obligation also with respect to all its workers or any third party
included in the carrying out its obligations under the present Contract.
FINAL PROVISIONS
Article 18
The Contracting Parties to this Contract shall be duly represented exclusively by their legal
representatives.
Article 19
If during the validity or term of this Contract, the circumstances under which this Contract has
been concluded, change substantially, and such changed circumstances make the either
Contracting Party’s obligations so difficult to comply with or by reason of such circumstances
the purpose of the Contract cannot be reached, while in both cases these conditions have been
changed to such an extent that the Contract would no longer meet the expectations of the
Contracting Parties and maintaining the validity of the Contract would be generally deemed
unfair, the Contracting Parties shall agree to concluding the Annex thereto.
Article 20
Any matter not regulated or otherwise defined by this Contract, shall be governed by the
directly applicable regulations of the Republic of Slovenia.
Article 21
The Contracting Parties shall endeavour primarily to resolve any disputes related to this
Contract in an amicable way and by the out-of-court procedure. Any such dispute arising out of
or in relation to this Contract which cannot be resolved by mutual agreement of the Contracting
Parties shall be finally resolved by the competent material Court of Ljubljana.
Article 22
The Annexes shall be deemed to be inherent integral parts of this Contract.
17
Article 23
The Contracting Parties (i.e. each of the signatories of this Contract on behalf and for the account of
the respective Contracting Party) give assurance that they have all powers and authorizations as well
as the legal capacity required for the binding conclusion of this Contract.
Article 24
Any modificationsand/or amendements to this Contract shall only be effective if made in writing.
Article 25
This Contract is concluded and signed in four (4) equal copies, each Contracting Party receiving
two (2) copies.
Done at Ljubljana, ………..2008
Done at............................, ...............2008
For the Seller:
For the Customer:
Blaž Košorok, Univ. Grad. Lawyer, CEO
______________________
_______________________
18