Contract No.

GEECL/2016-17/___

Gas Sale and Purchase Agreement

THIS CONTRACT is made at Asansol, West Bengal on this _______________, 2016

between M/s Great Eastern Energy Corporation Limited (GEECL), a company
incorporated under the provisions of The Companies Act, 1956 and having its
Registered Office at M-10, ADDA Industrial Estate, Asansol-713 305, West Bengal,
India hereinafter referred to as the SELLER' or GEECL (which expression shall
where the context so requires or admits of, be deemed to include its successors or
assigns) of the ONE PART;

And

M/s (Name of the Customer) a company incorporated under the provisions of The
Companies Act, 1956 and having its Registered Office (Address) and also having its
work at - (Address) hereinafter referred to as the `BUYER, (which expression shall
where the context so requires or admits of, be deemed to include its permitted
successors or assigns) of the OTHER PART.

For, GEECL For, (Name of the customer)

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WHEREAS, SELLER has been awarded a block of 210 Sq. Km. at Raniganj (South)
near city of Asansol, West Bengal by the Government of India for exploration,
development and production of Coal Bed Methane (CBM) or (GAS).

WHEREAS the BUYER is in the business of ___________________having its

manufacturing unit at (Address) and is in requirement of Gas [Coal Bed Methane] as
energy source for self consumption to run its said manufacturing unit.

AND WHEREAS the BUYER desires to purchase and receive CBM Gas for its own
use from the SELLER and the SELLER agrees to sell and deliver to the BUYER,
CBM Gas as supplied to the SELLER on the terms and conditions stated hereunder
which have been mutually agreed between the SELLER and the BUYER.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND

DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.0 DEFINITIONS & INTERPRETATIONS

1.1 `TIME' shall be stated in `Hours' and shall mean Indian Standard Time.

1.2 `DAY' means a period of twenty-four (24) consecutive hours beginning

and ending at 0600 hours.

1.3 `WEEK' means a period of seven (7) consecutive days beginning from a
day.

1.4 `FORTNIGHT' means a period of fifteen (15) consecutive days

beginning from a day.

Considering different number of days of each calendar month of a year,

it is clarified that `FIRST FORTNIGHT' would commence from the first
day to the fifteenth day of the month and `SECOND FORTNIGHT' from
sixteenth day to the last day of the month.

1.5 `MONTH' means a period beginning at 0600 hours on the first day of
calendar month and ending at 0600 hours on the first day of succeeding
calendar month.

1.6 `YEAR' means a period of three hundred and sixty five (365)
consecutive days or three hundred and sixty six (366) consecutive days
when such period includes a twenty-ninth (29th) day of February,
beginning at 0600 hours from a day.

For, GEECL For, (Name of the customer)

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 1.7 `FINANCIAL YEAR' means the period of three hundred and sixty five
(365) consecutive days or three hundred and sixty six (366) consecutive
days when such a period includes a twenty ninth (29th) day of February
beginning on the first day of the month of April every year, at 0600
hours from a day.

1.8 `STANDARD CUBIC METER' of Gas means the quantity of gas

required to fill one (1) cubic meter of space when the Gas is at an
absolute pressure of seven hundred and sixty (760) millimeters of
mercury, and a temperature of fifteen point five five six (15.556) degrees
centigrade.

1.9 The headings of or titles to the clauses in this CONTRACT and

Conditions shall not be deemed to be part thereof or be taken into
consideration in the interpretation or construction thereof or of the
CONTRACT.

1.10 Words imparting the singular only also include the plural and vice versa,
where the context so requires.

2.0 PERIOD OF CONTRACT

This CONTRACT shall come into force from the date it is signed.

This CONTRACT shall remain in force for a period of ____ year from the date
of commencement of supply, subject to revision of terms and conditions
including price as mentioned in clause 10.1 The SELLER reserves the right to
review and may revise the terms and conditions contained herein including
price of the GAS after expiry of fixed price period as defined in clause 10.2.

3.0 EXTENSION OF PERIOD OF CONTRACT

The SELLER shall consider the request for extension of period of Contract
subject to the availability of GAS and may offer fresh terms and conditions for
such extended contract.

4.0 DELIVERY AND PRESSURE OF GAS

4.1 Gas shall be delivered to the BUYER at the downstream flange of

Metering cum Regulating Station to be provided & maintained by
SELLER and SELLER is the exclusive owner of that Metering Cum
Regulation Station along with its components as described in Clause 4.7
herein below.
.

For, GEECL For, (Name of the customer)

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 4.2 The BUYER shall make all proper and adequate arrangements for
receiving GAS at the outlet of Gas Metering cum Regulating Station at
its own risk and cost. Should any defect in the BUYER'S Intake
Arrangements or gas using equipments arise, the same shall be rectified
by the BUYER. The SELLER shall have an option to stop supply of
GAS to the BUYER without any notice to the BUYER when an
emergency and/or safety issue arises otherwise a week notice shall be
given by SELLER to BUYER to rectify the defects in arrangement or
gas using equipments; the decision with respect to which shall be that of
the SELLER alone and the same shall be absolute and binding upon the
BUYER. The BUYER shall also make provision for DUAL FUEL
intake arrangements at his own risk and cost.

Notwithstanding the stoppage of supply as aforesaid the BUYER shall

continue to be liable to pay for the Minimum Guaranteed Offtake
(MGO) of GAS in accordance with Clause 5.2 hereof irrespective of the
fact of stopping of supply of GAS by the SELLER on account of defect
or unsafe operation in the BUYER'S intake arrangements or gas using
equipment.

4.3 The BUYER under no circumstances shall withhold/ occupy/ sublet/

lease/ sell/ create a change over on part or whole with the gas-related
property at any given time, without the prior written consent of the
SELLER.

Any production losses or any kind of losses whatsoever attributable to

the functioning of the equipments/installations mentioned in 4.2 for any
reason whatsoever shall, in no way, be the SELLER's responsibility and
accordingly the SELLER shall not be held responsible for any such
losses or damages in any circumstances.

4.4 Notwithstanding anything contained in any of the clauses of this

contract, in case the BUYER is found to have tampered with the gas
metering equipment, the gas supply to the BUYER will be immediately
discontinued by the SELLER at his absolute discretion. An Inspection of
the metering system & related pipeline shall be carried out by SELLER
and SELLERs decision in this regard shall be final. However, if
BUYER does not agree with the decision of SELLER, the BUYER may
ask in writing for a third party inspection. SELLER will then appoint a
third party to do inspection and ascertain the cause of tempering and
decision of such third party will be binding on both the parties. All
expenses of such third party will be borne by BUYER. The BUYER
shall pay the penalty and losses occurred or occurring to the SELLER
before resumption of the supply. If the amount is not paid by the
BUYER within 7 (seven) days from the receipt of Debit Note from the
For, GEECL For, (Name of the customer)

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 SELLER, this Contract shall be liable to be terminated at the absolute
discretion of the SELLER and the equivalent amount shall be deducted
from the deposit given to the SELLER by the BUYER.

4.5 The delivery of GAS by SELLER under the Contract shall be deemed
complete and the title to GAS and risk of loss of GAS shall pass from
the SELLER to the BUYER at the point of delivery of GAS to the
BUYER. The point of delivery shall be at the flange of the Metering
cum Regulating Station (MRS). Gas shall be delivered at the delivery
point at pressure will be between 2.0 Kg/ cm2 (g) to 4.0 Kg/ cm2 (g).

4.6 The BUYER shall provide and maintain sufficient & well developed
space for setting up Metering cum Regulating Station (MRS) and all
required piping and mechanical works at the downstream of the
Metering cum Regulating Station. All civil works required for this
facility shall also be provided by the BUYER. Gas Metering cum
Regulating Station and other equipments installed for supply of GAS
shall be provided by the SELLER in the premises of the BUYER. The
SELLER or his authorized representative shall have right of entry at all
hours to the Gas Metering cum Regulating- Station, route of pipeline up
to all consumption points and gas consuming facilities inside the
BUYER'S premises.

4.7 All the Property including but not limited to MRS/PRS/PRV, pipelines,
Flow meter, pressure gauge, filter, strainer, Slum Shutoff Valve,
Stainless steel tube and fittings, high pressure hose, heat tracer cable,
MCB, pressure transmitter, pressure data logger, power & instrument
cable, insulating joint, test lead point, transferor rectifier unit, weld neck
raise flange, slip open raise flange, ball valve 300# & 150#, pipe spool
piece, fencing and all other equipments, fixtures and its parts thereof
whether assembled or not, being installed, supplied by the Seller for the
purpose of supply of Gas or otherwise, to the Buyers work premises
shall remain the property of the Seller and under no circumstance or
condition, the Buyer would have any claim over the same. Seller shall
have the unconditional and exclusive right to remove its property as
mentioned in Annexure A at any time and buyer shall not have to object
in anyway. Even in case of any dispute, Buyer shall have no right to
withhold or lien over the property of the Seller.

5.0 QUANTITY OF GAS

5.1 Subject always to the availability of GAS and SELLER's ability to

supply the same to the BUYER, the SELLER agrees to sell the GAS on
FIRM BASIS to the BUYER, to be used by the BUYER as Fuel solely
for its own business purposes subject to the maximum of ________ (In
For, GEECL For, (Name of the customer)

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 words) STANDARD CUBIC METERS per day (SCMD) and a total
monthly of _________ SCM (In words) STANDARD CUBIC METERS
per month (considering 31 working days in a month) hereinafter called
as Contracted Quantity. The supply of gas shall be at an even flow rate
spread over a period of 24 hours and the BUYER agrees to use at the
same rate. However, supply of GAS may be reduced due to technical,
production, interruption or other reasons.

However, from the date of commencement of supply of CBM, the Daily

Contract Quantity (DCQ) will be _____ SCMD. Further, the daily
contracted quantity shall be enhanced to __________ SCMD and
thereafter to _________SCMD. In each stages of enhancement from the
current level at that time Buyer shall serve a written notice of three
months time in advance before enhancement of DCQ from ______
SCMD to _____ SCMD & from ________ SCMD to ___________
SCMD.

In case the period of reduction in supply or stoppage in gas supply from

the SELLER side lasts for continuous period of more than 3 (three)
months, then either party (BUYER or SELLER) shall be free to
terminate the contract by a written notice of (fifteen) days to the other
party.

5.2 Subject to clause 8.3 & 9, in case the SELLER is ready and able to
supply the Contracted Quantity of GAS but BUYER purchases GAS
less than the k% of the Contracted Quantity or on account of stoppage of
supply by the SELLER as prescribed under clause 4.2 results in
purchase of Gas less than k%, then BUYER shall have to pay to the
SELLER for its quarterly minimum quantity (hereinafter termed as
Minimum Guaranteed Offtake i.e. MGO) of k% of contracted
quantity. In case of stoppage or interruption or reduction in gas supply
from the SELLER's side as mentioned in clause 5.1, 8.0 and other
clauses, the Minimum Guaranteed Offtake will be reduced on pro-rata
basis, considering no. of days in a quarter when the supply to the
BUYER was less than k% of the daily quantity mentioned in 5.1 due to
reduction or stoppage of supply the SELLER. For e.g. in a quarter if the
quantity of gas supplied to the BUYER is less than k% of daily
requirement mentioned in 5.1 for N days due to reduction or stoppage of
supply by the SELLER, Minimum Guaranteed Offtake for the quarter
will be as under :

MGO = Daily contracted Quantity x (no. of days in a quarter- N) x k

Where; k =_____%

For, GEECL For, (Name of the customer)

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 No. of days in a Quarter = As per Gregorian calendar

The Buyer undertakes to pay for such Minimum Guaranteed Offtake or

for actual quantity used during the month, whichever is higher.

5.3 The first _____ days from the date of commencement of CBM supply
shall be known as Trial Period. During the trial period of ______ days
from the date of commencement of supply the above clause No: 5.2 will
not be applicable. After trial period of _____ days, based on
consumption during the trial period, DCQ can be changed by the buyer,
but within 20% variation, maximum within a weeks time from
completion of trial period. If no intimation is received from the buyer
within a weeks time from the end of trial period, then the DCQ as
mentioned in the Agreement would be deemed to be applicable for all
future purposes.

6.0 QUALITY OF GAS

6.1 The quality of Gas to be delivered to the BUYER will conform to the
specification laid down in Annexure - 1 hereto which shall form part of
this CONTRACT

6.2 If Gas delivered by the SELLER to the BUYER fails at any time to
conform to the quality specifications provided in Annexure -1 hereto, the
BUYER shall notify the SELLER or its authorized representative of
such deficiency in writing and the SELLER shall take steps to remedy
such deficiency within a reasonable time as mutually agreed by the
representatives of SELLER & BUYER.

7.0 MEASUREMENT AND CALIBRATION

7.1 The volume of gas supplied under the contract shall be measured in
STANDARD CUBIC METERS (SCM). The gas meter should be
supplied, installed and maintained by the SELLER. Also, Gas Meter
shall be calibrated once in a year through a NABL accredited Laboratory
at Calibration Lab. SELLER shall provide the calibration certificate of
flow meter for accuracy & validity period. Cost of such calibration shall
be borne by the SELLER. For calibration, BUYER and SELLER shall
have a Joint Meter Reading of the proposed Gas meter that is to calibrate
before dismantling of Gas meter. Once dismantled, SELLER shall send
the same to the NABL laboratory for calibration.

If the BUYER has any doubt on the proper working of the meter, he can
request the SELLER for -calibration of meter from NABL accredited
laboratory along with an advance payment of Rs. 5000/- towards the
For, GEECL For, (Name of the customer)

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 proving charges. The SELLER shall undertake such checks / proving /
calibration of the metering system after the receipt of intimation from
the BUYER in writing. If the report of such calibration indicates
variation of more than +/- 2%, the charges relating to calibration will be
borne by the SELLER and in case the variation is less then +/- 2%, the
same would be borne by the BUYER. Pending the final result of such
calibration / recalibration, the BUYER shall not withhold the payments
to the SELLER under the CONTRACT on this account; however, the
BUYER may lodge his claim for refunds / adjustments, if any,
depending upon the final results of such calibration / recalibration within
a period of fourteen (14) DAYS of such calibration / recalibration.
Based on the result of checks / proving / calibration, the decision of
SELLER in this respect will be final and binding on the BUYER and
such claim, if found correct by the SELLER shall be adjusted against the
subsequent invoice(s) of supply of GAS. No interest shall accrue to such
refunds by the SELLER to the BUYER. Subject as aforesaid the Gas
meter shall be deemed to be a proper working meter.

7.2 If on proving/calibration, the meter registers a variation of more than

two percent (2%) or if the meter is out of service, the following
procedure in order of priority, whichever is feasible for arriving at the
computation of GAS during the period between the last calibration and
the present one shall be followed:

i) By using the Check Meter Recording installed by the BUYER if

any, or
ii) In case of default of check meter recording, by correcting the
error if the percentage of error is ascertainable by calibration test
or mathematical calculation, or
iii) In default thereof by estimating the value of gas delivered by
comparison with deliveries during period under similar
conditions when the meter was registering accurately.

7.3 The period to which the above corrections shall apply shall be as under:

i) If any period during which the meter has gone wrong is known
or agreed upon, that shall be the period to which the correction
shall be applied.
ii) If the period is not known, the correction shall be made for a
period equal to half of the time elapsed since the date of the
preceding calibration test, provided the correction period does
not exceed sixteen (16) DAYS.

7.4 In any case, if at the time of calibration the meter error exceeds half
percent it shall be recalibrated.
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8.0 SHUTDOWN AND STOPPAGE OF SUPPLY:

8.1 The scheduled shut-down of GAS supply on the one side from the
SELLER'S end and on the other side of the BUYER'S end shall be
limited in each case to Fifteen (15) DAYS in a FINANCIAL YEAR. The
party desiring a shut-down for the purpose shall give notice in writing to
the other party at least one (1) WEEK prior to the proposed date of shut-
down. The shut-down period at the rate mentioned above cannot be
accumulated, and if not availed will be treated as lapsed. During such
shut-down the provisions related to the Minimum Guaranteed Offtake in
Clause 5.2 shall not be applied. SELLER shall try to provide the annual
maintenance schedule of its major equipments to the BUYER at the
start of the year.

8.2 The BUYER shall inform the SELLER immediately about any defects
in the GAS Intake Arrangement of the BUYER calling for the complete
or partial stoppage of the supply of GAS. Provided that, in all such
cases, the provisions relating to the payment of Minimum Guaranteed
Offtake by the buyer in Clause 5.2 shall apply.

8.3 The SELLER shall, likewise inform the BUYER immediately about
accidents and/or defects in GAS installations and GAS pipeline of the
SELLER calling for discontinuation or complete or partial stoppage of
supply of GAS.

The SELLER shall not be liable for failure to perform or for delay in
performing any provision(s) of the contract by the BUYER in such
conditions and shall not be held responsible for any losses or damages to
the BUYER due to partial or complete stoppage of gas supply. The
provisions related to the payment of Minimum Guaranteed Offtake by
the BUYER in Clause 5.2 shall not apply.

8.4 The SELLER has to check their equipment at BUYERs premises once
in a fortnight to avoid accident and for safety. In case of any problem of
equipment arises, the SELLER has to depute his representative for
proper rectification for safety and to avoid accidents.

9.0 FORCE MAJEURE

9.1 Neither parties hereto shall be liable for failure to perform nor for delay
in performing any provision(s) of the CONTRACT other than those
providing for payment for GAS supplied, sold and purchased hereunder,
if such failure or delay is caused or results from a FORCE MAJEURE.

For, GEECL For, (Name of the customer)

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 9.2 The term FORCE MAJEURE in this CONTRACT means act of God,
war, revolt, riot, fire, tempest, flood, earthquake, lightening, direct or
indirect consequences of war (declared / undeclared), sabotage,
hostilities, national emergencies, civil disturbances, commotion,
embargo or any law or promulgation, regulation or ordinance whether
Central or State or Municipal, breakage, bursting or freezing of pipeline
Upon occurrence of such cause and on its termination, the parties
rendered unable as aforesaid shall notify the other party in writing
within twenty four (24) hours of the beginning and the ending, giving
full particulars and reasonable evidence thereof. Any action of labour
employed by the BUYER shall not be considered as FORCE
MAJEURE.

9.3 Provided that in case such period of FORCE MAJEURE lasts for more
than six (6) MONTHS either party hereto shall be free to terminate the
CONTRACT by a written notice of fifteen (15) DAYS to the other party.

10.0 PRICE OF GAS

10.1 Subject to provisions of clause 2.0 and other provisions and during the
term of this agreement, the terms and conditions including the price
for the supply of the GAS will be reviewed and may be revised at the
sole and absolute discretion of the SELLER after expiry of fixed price
period of ___ ( ___) year from the date of commencement of supply.

The floor price of GAS for the period of ___ (___) year from the date
of commencement of supply shall be Rs. ___/- per SCM .This said
price is excluding Sales Tax/VAT as per applicable rates, which at
present is 5% which will be charged in addition to above price. Any
change in the structure of VAT/sales tax (i.e. increment or
replacement), if applicable will be borne by the BUYER and in case
the same had to be borne by the SELLER, the BUYER shall
immediately reimburse the same to SELLER as the case may be.

10.2 The above price shall be fixed for a period of ___ ( ___) year from the
date of commencement of supply as per clause 10.1 as above. BUYER
shall make its full effort to start the consumption of CBM latest by
__________.

10.3 Any change in price will be in accordance with the market condition
& mutually agreed by SELLER & BUYER at least 2 months before
the expiry of fixed price period of ___ (___) year.

In all other conditions, if the consumption of the BUYER is in excess

of the contracted quantity as per Clause no. 5.1 without intimation &
For, GEECL For, (Name of the customer)

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 consent of SELLER, the SELLER at its discretion may either shall
charge 10% more than of the prevailing price for such excess quantity
of CBM Gas consumed by the BUYER or to restrict or stop the excess
consumption of GAS, which is over and above the daily contracted
quantity of the BUYER, without any prior notice.

10.4 In case of any doubt or clarification by the BUYER whether a particular

Cess or Tax or Fee or Duty or Levy or Assessment or other incidental
and connected charges, etc. or any change thereto is effective or
imposed, as the case may be, the BUYER shall take up the matter
directly with the concerned Central or State Government or local
authority or any such other body or bodies without withholding the
payments thereto due under this CONTRACT or as levied by SELLER
and shall inform the SELLER regarding the decision of such authorities.

11.0 BILLING AND PAYMENT

11.1 The SELLER shall issue and raise invoice to the BUYER considering
the actual consumption of the BUYER for the fortnight as per (a), (b) &
(C), given below either by way of E-mail, Fax, hand delivered or
courier.

a) SELLER to raise fortnightly invoice for gas supplied during first

fortnight by 18th day of the same month and for gas supplied during
second fortnight by 3rd day of immediately next/following month.

b) The due date of the payment shall be:

For delivery made in 1st fortnight of particular month 21st day
of that month.
For delivery made during 2nd fortnight of month 7th day of
following month

c) Reconciliation of the meter reading:

On a quarterly basis for reconciliation purpose a Joint Measurement

Sheet will be signed by nominated representatives of the SELLER &
BUYER

In addition to above, SELLER shall issue and raise quarterly invoice to

the BUYER considering the actual consumption of the BUYER for that
quarter or Minimum Guaranteed Offtake (MGO) as per Clause no. 5.2,
whichever is higher. The BUYER shall make the balance payment in full
within 7 working days of receipt of such invoice.

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 In case there is any dispute regarding billing, the BUYER shall not
withhold the payment or any of the equipments, property as defined in
Clause 4.7 above of the SELLER. After making full payment of such
invoices, the BUYER shall lodge the claims to the SELLER giving full
particulars within a period of fourteen (14) DAYS from the date of
making the payment, and such claims if found correct, the SELLER
shall adjust the same against the next invoice of supply of GAS. The
decision of the SELLER in this connection will be final and binding
upon the BUYER.

11.2 The BUYER shall pay interest in all delayed payments @ 15 % per
annum. Delayed payment means any payment not received within the
stipulated due date of any invoice raised against the BUYER by the
SELLER. The SELLER reserves the right to stop supply of CBM Gas
on account of non-payment, till payment is received against the said
invoice.

11.3 The BUYER shall nominate the authority who shall receive the
invoice(s) and make payments through RTGS. The BUYER shall make
payments at par in the SELLER'S bank account through RTGS with its
Bankers at Asansol, W.B., or at any other office to be specified in this
behalf by the SELLER in writing.

11.4 In case of default/dishonour in payment and subsequent settlement of

outstanding dues, the SELLER shall reinstate supply of GAS to the
BUYER on receipt of pay-order of the said amount within 24 hours. In
the event of disconnection of supply of gas because of non-payment of
dues in time or for reasons attributable to the BUYER. The BUYER
shall make payment of Rs. 5,000/- as reconnection charges.

11.5 SECURITY DEPOSIT:

The BUYER shall submit a confirmed Bank Guarantee (BG) which will
always remain in place for the amount of the contracted quantity for 31
days in addition to the equipment cost as mentioned by GEECL. In
case of default in payment, the seller shall have the unconditional right
to encash in part or full amount of BG to recover all its dues at any point
of time. In case if there is a shortfall, the buyer will have to pay the
same to the seller immediately on demand. Format of the BG is
attached.

BG Amount = (Daily Contracted Qty. of Gas (Clause no. 5.1) x 31

days x (Contracted Gas Price + VAT)) + MRS/PRS/PRV cost (as
mentioned by GEECL).

For, GEECL For, (Name of the customer)

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 11.6 Buyer needs to renew the Bank Guarantee atleast 1 month prior to the
expiry of their existing Bank Guarantee. In case if the Buyer doesnt
renew the Bank Guarantee atleast 1 month prior to the expiry of their
existing Bank Guarantee above, then the SELLER have the
unconditional right to stop the supply of gas.

11.7 In case if the Buyer fails to pay the invoiced amount by the due date,
then the Seller shall have the right to stop the supply of gas and also on
the day of default, the Seller will raise the invoice for the unbilled
supplies which would be payable within 1 working day from the date of
Invoice.

12.0 TRANSFER OF RIGHTS

12.1 The SELLER may at any time transfer or assign its rights and
obligations under the CONTRACT to any other Company or Business
Concern by giving Notice in writing to the BUYER provided each
transfer or assignment shall not discharge the transferor or assignor from
the obligations herein contained.

12.2 Subject to 12.3 the BUYER may, subject to approval of the SELLER in
advance in writing obtained, transfer and assign its rights and
obligations under the CONTRACT to any other Corporation or
Company. Upon such transfer or assignment, only the transferee or
assignee shall be liable for the obligations herein contained. The
BUYER shall produce satisfactorily evidence and documents as required
by the SELLER at the time of transfer of rights. No part transfer of
rights shall be approved.

12.3 Provided further that the BUYER shall first make payments of all
invoices issued by the SELLER for supply of the GAS in full including
interest, if any, thereon for delayed payments referred in Clause 11.2
including interest, if any, before applying for approval of transfer and
assignment as aforesaid to the SELLER. In the event of the failure on
the part of the BUYER to comply with the provisions of clause 12.2
above, the SELLER reserves the full rights to discontinue supply of
GAS either to the BUYER or to its transferee or assigns and without
prejudice to any other rights which the seller may be having under the
terms of the CONTRACT or otherwise.

13.0 USE OF GAS BY BUYER

The BUYER shall utilize the allotted quantity of GAS for the purpose intended.

14.0 ARBITRATION
For, GEECL For, (Name of the customer)

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 Any dispute or difference whatsoever arising out of this contract which is not
settled by mutual consultation of the SELLER and BUYER shall be referred to
two arbitrators, one to be appointed by the SELLER and the other to be
appointed by the BUYER. The two arbitrators shall appoint an umpire, in
advance of their consideration of any point of dispute. Arbitration proceedings
shall be held in accordance with the provision of the Arbitration and
Conciliation Act, 1996 and the rules made there under as amended from time to
time. The venue of arbitration shall be New Delhi.

15.0 TERMINATION

This contract shall stand terminated automatically after ___(__) year from the
date of commencement of supply. Either party can terminate this contract by
giving a written notice of ___ (___) months. The SELLER has unrestricted right
to deduct its all pending claims from the Bank Guarantee submitted by the
BUYER. Notwithstanding anything contrary contained herein, in the event GAS
supply of the BUYER is suspended due to nonpayment of dues under this
CONTRACT, the SELLER shall have the right to terminate this CONTRACT
effective from date of suspension.

16.0 LAWS GOVERNING THE CONTRACT

The CONTRACT shall be subject to Indian laws & rules and regulations,
notifications etc. issued under such laws.

17.0 PREVIOUS CORRESPONDENCE

All discussions & correspondence exchanged between the BUYER & SELLER
in respect of the Contract & any decisions arrived at therein in the past and
before the coming into force of the CONTRACT are hereby superseded by the
CONTRACT & no reference of such discussions or meetings or past
correspondence shall be entertained by either the SELLER or the BUYER for
interpreting the CONTRACT or otherwise.

18.0 AMENDMENTS

Any amendments to any of the clauses of the CONTRACT shall be proposed

and sent in writing to the other party by the party proposing such amendment
and if both the SELLER and the BUYER agree to such amendment, then the
same shall be incorporated in the CONTRACT.

19.0 INDEMNITIES
For, GEECL For, (Name of the customer)

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 The delivery of GAS being a continuous process, once GAS passes the point of
delivery as herein provided , the BUYER shall be deemed to be in exclusive
possession and control of the said GAS and fully liable and responsible for its
arrangements, appurtenances and properties. Accordingly, the BUYER
covenants and agrees to fully protect, indemnify and hold the SELLER, it's
properties, employees, agents and successors and assigns harmless against any
& all claims, demands, actions, suits, proceedings and judgments and any and
all liabilities cost, expenses, incidental to or in connection therewith which may
be made or brought against the SELLER, whether by the BUYER, it's
employees, agents or successors and assigns or by third parties on account of
damages or injury to property or person or loss of life resulting from or arising
out of the installation, presence, maintenance or operation of the intake
arrangements , appurtenances, and properties of the BUYER or others relating
to the possession and handling of any GAS supplied and further defend the
SELLER at BUYER's sole expense in any litigation involving the SELLER.

20.0 ASSIGNMENT OF CARBON CREDITS

The BUYER shall assign to the SELLER and SELLER shall have exclusive
rights over value of carbon credits (CER) and all or any benefits of Carbon
Credits (in terms of Article 17 of the Kyoto Protocol to the United Nations
Framework Convention on Climate Change.) which may arise in terms of this
transaction or pursuant to this term sheet or agreement with the BUYER or his
assignee.

21.0 CONFIDENTIALITY

The buyer further agrees that they shall treat this agreement and any
amendments thereof as confidential. The buyer shall not disclose any
information regarding this agreement in any form, directly or indirectly, to any
third person or entity. If the buyer is required to disclose any information under
a statute or pursuant to an order or direction of a court, the buyer shall give a
notice of 7 working days to the Seller to analyse and mutually agree on the
extent of such disclosure. This clause is a material term of this Agreement and
its violation shall constitute a breach of this Agreement.

22.0 ADDRESSES OF PARTIES

Notice given by either party to the other at the respective addresses given below
shall be deemed to have received by the other, in usual course. The said
addresses of parties hereto unless changed by written notification to be given at
least 15 days in advance by registered letter prior to proposed date of change,
shall be as follows:
For, GEECL For, (Name of the customer)

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 The SELLER:

Great Eastern Energy Corporation Limited

M10, ADDA Industrial Estate,
Asansol 713 305, West Bengal, India.

The BUYER:

(Name of the Customer)

ADDRESS

IN WITNESS WHEREOF the parties hereto acting through their properly constituted
representatives have set their hands to cause this CONTRACT signed and executed in
their respective names and on their behalf.
For, GEECL For, (Name of the customer)

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For and on behalf of the SELLER For and on behalf of the BUYER

_____________________ _______________________

Name: Name:

Designation: Designation:

Address: Address:
M10, ADDA Industrial Estate, Village
Asansol 713 305, West Bengal, District -
India.

Witness Witness

1. 1.

2. 2.

Annexure-I

For, GEECL For, (Name of the customer)

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 Component Minimum (Mol. %) Maximum (Mol %)
Methane 85% 98.5%
Ethane Traces 2%
Propane Traces 1.5%
Butane Traces 0.1%
Nitrogen 0.5% 7.5%
CO2 0.1% 5%
Silica/Ash 0% 0.0%
Annexure-A

This Annexure will form an integral part of this Gas Sales and Purchase
Agreement dated ______________________and this Annexure will be signed after
installation of equipment in the premises of (Name of the customer).

For, GEECL For, (Name of the customer)

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 Format of Bank Guarantee
To,
Great Eastern Energy Corporation Limited
M10, ADDA Industrial Estate,
Asansol 713 305, West Bengal

Date

Dear Sirs,

Advance Guarantee No.for .

We have been informed that .. here in after referred

to as the Buyer ( which expression shall, unless repugnant to the context or meaning
thereof, include its successors, administrators, representatives and assignees) has
entered in to a contract no. dated.. with M/s Great Eastern
Energy Corporation Limited here in after referred to as the Seller ( which
expression shall, unless repugnant to the context or meaning thereof, include its
successors, administrators, representatives and assignees) for the supply of gas for the
use of buyers manufacturing facilities located at ...

According to the conditions of said Contract, the seller will raise the invoices
fortnightly for the gas supplied to buyer during this period and buyer will be required to
pay the outstanding amount within 7 days from the date of invoice. Further, all the
Equipments as defined below will remain the Property of the Seller and under no
circumstance or condition, the Buyer would have any claim over the same. The Seller
shall have the unconditional and exclusive right to remove its property at any time and
the Buyer shall not have to object in anyway. Even in case of any dispute, the Buyer
shall have no right to withhold or lien over the property of the Seller.

To cover the invoice amount and the cost of all the Equipments installed/agreed to be
installed in the premises of the Buyer by the Seller including but not limited to
MRS/PRS/PRV, pipelines, Flow meter, pressure gauge, filter, strainer, Slum Shutoff
For, GEECL For, (Name of the customer)

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Valve, Stainless steel tube and fittings, high pressure hose, heat tracer cable, MCB,
pressure transmitter, pressure data logger, power & instrument cable, insulating joint,
test lead point, transferor rectifier unit, weld neck raise flange, slip open raise flange,
ball valve 300# & 150#, pipe spool piece, fencing and all other equipments, fixtures
etc. and its parts thereof whether assembled or not, being installed, supplied by the
Seller for thepurpose of supply of Gas or otherwise, to the Buyers work premises
(hereinafter referred to as Equipments) and at the request of the buyer to issue a
revolving irrevocable bank guarantee in your favour, we (Name of the Bank) being
their banker having our office at.(Address). &
having our registered office at ..(hereinafter
referred to as the bank, which expression shall unless repugnant to the context or
meaning thereof include its successors, administrators representatives and assignees),
hereby guarantee to the effect that we irrevocably undertake to pay you the SELLER
merely on demand without any previous notice and without any demur and without
recourse to the BUYER and without referring to any other source, any and all monies
payable by the BUYER towards the outstanding amount along with interest on account
of gas sale and/or the Cost of the Equipments, in case if the Equipments of the
SELLER, as defined above, are withheld by the BUYER for any reason whatsoever,to
the SELLER but not exceeding Rs. ..(Rupees
.only) on first demand of the SELLER without
providing any reason or by only informing that BUYER has failed to fulfil his
contractual obligations stipulated in the said Contract or is withholding the Equipments
of the SELLER for any reason whatsoever. Any such demand made by SELLER on
the bank shall be conclusive and binding absolute and unequivocal notwithstanding any
difference between the SELLER and the BUYER or any dispute or disputes pending
between both or raised/pending before any court, Tribunal Arbitrator or any other
authority and bank will have no right to ask the SELLER to establish its claim or
claims under this Guarantee but shall pay to the SELLER forthwith on first demand,
immediately and without any demur, reservation, recourse, contest or protest and/or
without any reference to the BUYER, by way of RTGS/NEFT/Demand Draft as
advised by the Beneficiary-GEECL. It is further undertaken that bank will have no
right to challenge or withheld the amount of guarantee under any circumstances
whatsoever once the same is demanded by SELLER.

For the purpose of claiming payment, you ( beneficiary-GEECL) will have option to
present the request for payment either directly on us or through your banker which will
be a first rate bank and will confirm that the signatures are legally binding upon your
firm.

The guarantee will not be discharged due to the change in constitution of the Bank or
the BUYER.

This guarantee will remain valid during the entire duration of the contract between the
SELLER and BUYER or return of the original bank guarantee whichever is later,
however, unless a claim has been lodged with us under this guarantee before that date.
For, GEECL For, (Name of the customer)

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The bank also agrees that the SELLER shall be entitled at his option to enforce this
guarantee against the Bank as a Principal Debtor, in the first instance notwithstanding
any other Security or Guarantee that it may have in relation to the BUYERs liabilities

The bank further agrees that the decision of the SELLER as to withholding of
Equipments of the SELLER or the failure on the part of the BUYER to pay the due
amount on time or fulfill the Contractual obligations stipulated in the said contract
and/or to the amount payable by the Bank to the SELLER shall be final conclusive and
binding.

This is a revolving irrevocable bank guarantee and shall remain in force during the
entire duration of the Contract and upon utilization of 65% amount of this guarantee it
will be enhanced to its original amount.

In any case our liability under this advance payment guarantee at any given point of
time does not exceed Rs. () subject however to the
enhancement of this guarantee after to its original value.

Notwithstanding anything contained hereinabove:

a. our liability under this bank guarantee shall not exceed( in words) at
any given point of time

b. this bank guarantee shall be valid through the entire duration of this contract or till
the return of original bank guarantee whichever is later

c. we are liable to pay the guaranteed amount or any part thereof under this bank
guarantee only and only if you serve upon us a written claim or demand.

Dated thisday of .2016

SIGANTURE (Signature with name in Block letter and with designation, staff code,
banks seal and as per power of attorney number)

Witnesses:

1. (Signature with name in Block letter and with designation, staff code, banks seal
and as per power of attorney number)

2. (Signature with name in Block letter and with designation, staff code, banks seal and
as per power of attorney number)

For BANK

For, GEECL For, (Name of the customer)

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Authorised Signature Authorised Signature

For, GEECL For, (Name of the customer)

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