J-200000-05_Rev._1.pdf

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J-200000-05 Bank Gurantee

AUTONOMOUS BANK GUARANTEE PAYABLE ON FIRST WRITTEN

DEMAND

Attn:

Commanding Officer, NAVFAC

EURAFSWA

Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli, ITALIA

Subject: AUTONOMOUS BANK GUARANTEE PAYABLE ON FIRST WRITTEN DEMAND

The underwritten Bank (hereafter the BANK), with legal seat in , fiscal code

, VAT

, Branch of Mr , born in

, Chamber of Commerce registration no.

, here represented by its Bank Manager on , holding the necessary powers to issue an executable bank guarantee payable on first written demand (hereafter the GUARANTEE) in favour of NAVFAC and to meet the related obligations as mutually agreed assuming that

a) NAVFAC EURAFSWA with legal seat in Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli Italia, VAT/FC N, 80156020630 (hereafter the CLIENT), and with legal seat in , fiscal code , VAT , Chamber of Commerce registration no. , (hereafter the SUPPLIER), have agreed to sign a contract which provides for the SUPPLIER to deliver electric energy to the CLIENT starting from January 1, 2014 through December 31, 2014;

b) as suspension clause for contract efficacy the SUPPLIER must give the CLIENT a bank guarantee payable on first written demand issued by a primary Italian bank, valid through 24.00 hours of the last day of the contract, the text of which guarantee is that provided by the CLIENT;

c) in case of unilateral termination of the contract it is agreed that the GUARANTEE should be valid through 24.00 hours of the last contract day, independently of the termination day;

considering all the above assumptions a fundamental part of GUARANTEE obligations, the BANK as here represented agrees to meet the following obligations towards the CLIENT:

ART. 1 OBLIGATIONS

On behalf of the SUPPLIER the BANK irrevocably and unconditionally guarantees the CLIENT up to a maximum amount of _____________ Euros, including capital, VAT, duties and taxes, accessories, and other CLIENT’s requests, assuming autonomous obligation of guarantee towards the CLIENT in the agreed terms.

The present bank guarantee covers the electric energy supply which the Supplier is to deliver the Client from January 1, 2014 through December 31, 2014.

Therefore the BANK shall pay the amount requested up to the agreed maximum on the CLIENT’s first written demand. The payment will be made to the CLIENT’s bank account and following the CLIENT’s crediting directions within five working days from receiving the demand. The demand shall be mailed as Registered R.R. or telegram.

The BANK will renounce all exceptions, oppositions, actions, claims for whatever reason by the SUPPLIER or third parties, including actions concerning contract validity and efficacy or should a liquidation procedure be applied for the SUPPLIER. In any case there shall be no charges, expenses or formalities for the CLIENT.

The CLIENT agrees that excussion will occur only in case of contract termination due to the SUPPLIER’s failure as per article 16 of the Contract.

Should the term of five working days be delayed, the CLIENT will be granted an interest rate calculated according to Spanish Law until the payment is effective without any further actions.

ART. 2 PARTIAL EXCUSSION; CESSION OF GUARANTEE RIGHTS

In case of partial excussion of the amount fixed in art.1, the BANK’s obligation shall not change for the remaining amount.

In no case shall the BANK reduce the GUARANTEE amount (art.1) which is fixed until the deadline as fixed in art.3.

Should the CLIENT transfer his contract the BANK’s obligation will not change provided that the BANK is notified of such cession by both parties not later than on the date of excussion on the first written demand.

ART. 3 DURATION AND VALIDITY OF THE GUARANTEE; TERMINATION

The GUARANTEE is valid and effective through the last contract day, December 31, 2014.

In case of unilateral termination of the contract (see letter c), the GUARANTEE will terminate the last day of validity of the original contract independently of the date on which the termination becomes effective. The same provision applies to any other form of contract resolution before the original terms.

The BANK agrees that the GUARANTEE shall not be revoked for any reason whatsoever nor shall the BANK unilaterally terminate the GUARANTEE before the agreed deadline.

ART. 4 COMMUNICATIONS

All communications on the subject of the GUARANTEE should be mailed to:

BANK: …., …………, ………….…, Fax ……………………., Attention of ….. .

NAVFAC: NAVFAC EURAFSWA, Viale Porto Box 51 – Aeroporto Capodichino 80144 Napoli Italia, Fax +390815685517, Attention of Joseph Martinez (Contract Specialist)

ART. 5 EXCLUSIVE LEGAL JURISDICTION

Any disputes which should arise concerning the GUARANTEE will fall under the exclusive legal jurisdiction of the Court of Rome. Any other Court is expressly excluded.

Signature the BANK

The BANK approves the terms and conditions of the present GUARANTEE with reference to the above articles no.1-3-5.

Signature the BANK