TRANSPORTATION CONTRACT
Concluded in San Donato Milanese on __________
between
SNAM RETE GAS S.p.A.
Company subject to the direction and coordination of Snam S.p.A.
Single member company
with registered office at Piazza S. Barbara, 7
20097 – San Donato Milanese (MI)
Share capital EUR 1,200,000,000.00 fully paid-in
Tax Code and enrolment number in the Milan Companies Register 10238291008
Milan REA (Economic and Administrative Index) no. 1964271
VAT number 10238291008
in the person of its legal representative (or, in the person of the authorised attorney) ………….
(hereinafter referred to as “Snam Rete Gas”)
and
[SHIPPER]
with registered office at ............................................
..............................................
Share capital ............... EUR
Tax Code and enrolment number in the ............ Companies Register .............
.......... REA (Economic and Administrative Index) no. ...........
VAT number ....................
Excise-Duty Code ...........................
in the person of its legal representative (or, in the person of the authorised attorney) ………….
(hereinafter referred to as “Shipper”)
hereinafter individually “Party” and jointly “Parties”
Whereas
a)
Snam Rete Gas engages in the transportation and dispatching of natural gas on its own gas
pipeline network in accordance with the rules set forth in the Snam Rete Gas Network Code
(hereinafter: “Network Code”), approved by the Italian Authority for Electricity and Gas
with Resolution no. 75/03, and its subsequent updates, and published on the Snam Rete Gas
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website.
b)
The Shipper is an entity that uses the gas system and is interested in purchasing transportation
capacity from Snam Rete Gas for its own use or for supply to others.
c)
With this Transportation Contract (hereinafter the “Contract”) the Parties intend to agree on
the terms and conditions which, subject to satisfaction of the conditions precedent set forth in
Article 4 of the Contract, shall govern the transportation service that shall be provided by
Snam Rete Gas to the Shipper.
Now therefore, the above-named Parties
- hereby agree as follows -
Article 1
RECITALS AND ATTACHMENTS
The recitals and attachments form an integral and substantive part of this Contract.
Article 2
DEFINITIONS
2.1 The terms beginning with a capital letter used in this Contract, if not otherwise defined, shall
have the meaning assigned to them in the Network Code glossary.
Article 3
SUBJECT OF THE CONTRACT
3.1 The subject of this Contract is:
 the provision of transportation capacity by Snam Rete Gas to the Shipper with consequent
purchase of said capacity by the Shipper;
 as well as any additional services associated with the transportation of the natural gas
delivered by the Shipper to Snam Rete Gas and redelivered by Snam Rete Gas to the
Shipper in accordance with the procedures established in the Network Code.
3.2 The transportation obligation does not require redelivery of the same gas delivered, but requires
redelivery of the equivalent quantities of gas in energy terms, after the own consumption
requirements, network losses and non-accounted gas have been deducted.
Article 4
CONDITIONS PRECEDENT.
ENTRY INTO FORCE AND DURATION OF THE CONTRACT
4.1
The effectiveness of this Contract is subject to the satisfaction of both the conditions
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precedent set forth below:
a) definition of the transportation capacity commitments (quantity and duration) through the
completion of one or more capacity booking or trading and transfer processes set forth in
Chapters 5 and 7 of the Network Code;
b) Shipper’s submission of the financial guarantees referred to in the aforesaid Chapters 5
and 7 of the Network Code and in compliance with the terms established therein.
4.2
The conditions precedent stated in paragraph 4.1 must be satisfied by and no later than the
time limits established in the Network Code for completion of the aforesaid capacity booking
or trading and transfer processes.
The Parties mutually acknowledge that failure to satisfy even just one of the conditions
precedent set forth in points a) and b) of paragraph 4.1. within the aforesaid time limits shall
result in the permanent ineffectiveness of this Contract.
4.3
This Contract shall have the same duration as the capacity commitments that shall been
defined as a result of and following completion of one or more capacity booking or trading
and transfer processes set forth in Chapters 5 and 7 of the Network Code, excluding any tacit
renewal, without prejudice to the rights and obligations accrued at said date.
Article 5
PROCEDURES FOR MANAGING THE PROCESSES AND TRANSACTIONS
5.1
The Parties agree that all the processes and transactions for the booking, trading and/or
transfer of natural gas transportation capacity forming the subject of this Contract, with the
exception of those stated in paragraph 5.2 below, shall be exclusively implemented through
the electronic management service provided by Snam Rete Gas (hereinafter: “Capacity Portal
Service”), in accordance with the terms and conditions established in the document drawn up
by Snam Rete Gas and entitled “Rules for Using the Service”, which have already been
signed by the Shipper by way of acceptance and are attached hereto under letter A.
5.2
With specific regard to the Entry Points interconnected with the foreign import pipelines and
the Exit Points interconnected with the foreign export pipelines (excepting the Bizzarone and
San Marino Export Points) the Parties agree that the processes and transactions for the
booking and trading of natural gas transportation capacity forming the subject of this Contract
shall be exclusively implemented through the PRISMA Platform.
Article 6
COMMITMENTS
6.1 The maximum daily capacities undertaken by the Shipper with regard to each of the Entry
Points to the National Network, Exit Points from the National Network and Redelivery Points
from the Regional Transportation Network, and more in general the transportation capacity
commitments (quantity and duration) forming the subject of the Contract are those that shall be
defined as a result of and following completion of one or more capacity booking or trading and
transfer processes set forth in Chapters 5 and 7 of the Network Code, the results of which shall
form an integral part of this Contract.
6.2 With regard to the Redelivery Points of which the available capacity is equal to the
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transportation capacity at the reference conditions, as resulting from the most recent monthly
publication on the Snam Rete Gas website, the Shipper acknowledges Snam Rete Gas’s right to
amend the aggregation of the physical redelivery points interconnected downstream.
6.3 The Shipper undertakes to implement – also in relations with its End Customers – all the
activities and initiatives that are necessary and/or required to ensure complete usability of the
transportation service offered by Snam Rete Gas on its own gas pipeline, hereby specifically
recognising the exclusion of any liability whatsoever on the part of Snam Rete Gas for any nonperformance of the transportation service referred to in this Contract within the limits
established by the Network Code.
6.4 Only in the event of definition of transportation capacity commitments in accordance with
paragraph 6.1 above at one or more of the following points: Edison Stoccaggio Entry Point,
Edison Stoccaggio Exit Point and Entry Points from national production Capparuccia, Carassai,
Cellino, Collalto, Comiso, Grottammare, Larino, Pineto, Reggente and S. Giorgio M., and
without prejudice to the commitment referred to in paragraph 8.1 below, the Shipper
undertakes to also observe and apply the Network Code of Società Gasdotti Italia S.p.A.,
approved by the Italian Authority for Electricity and Gas with Resolution no. 144/03, and its
subsequent updates, which forms an integral part of this Contract.
6.5 Only in the event of definition of transportation capacity commitments in accordance with
paragraph 6.1 above at the Cavarzere Entry Point, and without prejudice to the compliance
commitment referred to in paragraph 8.1 below, the Shipper undertakes to also observe and
apply the Network Code of Infrastrutture Trasporto Gas S.p.A approved by the Italian
Authority for Electricity and Gas with Resolution no. 64/08, and its subsequent updates, which
forms an integral part of this Contract.
Article 7
CONSIDERATION
7.1 The consideration for the service forming the subject of this Contract shall be determined by
applying, for each Thermal Year of its validity, the rates for the transportation and dispatching
of natural gas approved by resolution of the Italian Authority for Electricity and Gas.
Article 8
NETWORK CODE
8.1 The services referred to in Article 3 above are governed by this Contract and by the Network
Code. Snam Rete Gas and the Shipper declare that they are fully aware of the contents of the
Network Code and undertake to apply and observe it.
8.2 If transportation capacity commitments were to be defined in accordance with paragraph 6.1
above, with reference to (outbound or inbound) interconnections with the Snam Rete Gas
network, without prejudice to the provisions of paragraph 8.1 above, the Shipper undertakes to
disclose the timeframes of the purchase contract and/or of the storage service contract.
Article 9
ADMINISTRATIVE LIABILITY
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The Shipper declares that it is aware of applicable regulations on the matter of administrative
liability of legal entities and in particular of Italian Legislative Decree 231 of 8th June 2001 and that
it has examined the “231 Model” document, which also includes the Code of Ethics, drawn up by
Snam Rete Gas in reference to applicable regulations on administrative liability of the legal entity
arising from an offence committed by directors, employees and/or collaborators. The 231 Model
can be found on the Snam Rete Gas website. The Shipper is entitled to ask Snam Rete Gas to
provide it with a paper copy at any time.
Article 10
ANTI-MONEY LAUNDERING
Snam Rete Gas declares that it complies with the principles set forth in Italian Legislative Decree
231 of 21st November 2007 and observes its general obligation of “active collaboration” (by
reporting suspicious transactions, retaining documents, ensuring internal controls), to prevent and
deter the implementation of money-laundering transactions and terrorist financing.
In accordance with the provisions of Article 648 bis of the Italian Criminal Code, and with the
content of the provisions of Article 2 of Italian Legislative Decree 231 of 2007, it is specified that
money-laundering is considered to mean: the conversion, transfer, concealment or disguise, or the
purchase, holding or use of assets, carried out in the knowledge that they originate from a criminal
activity or from participation in such an activity. For terrorist financing, the definition set forth in
Italian Legislative Decree 109 of 22nd June 2007 applies.
The Shipper declares that it is aware of applicable regulations on the matter of preventing the
phenomenon of money-laundering and terrorist financing referred to in Italian Legislative Decree
231 of 21st November 2007.
The Shipper declares under its own exclusive responsibility that it is not aware of any unlawful
origin of the money, goods or other benefits transferred for the purposes for which this contract has
been concluded.
The Parties agree that failure to comply with the provisions of this contractual clause or failure to
disclose any factual circumstances which entail a change in the declarations issued by the Shipper
shall constitute a default of this contract.
Accordingly, Snam Rete Gas is reserved the right to exercise early termination of this Contract in
the event of:

conviction ruling, even of the first instance or issued following application of the penalty on
request pursuant to Article 444 of the Italian Code of Criminal Procedure against the Shipper in
relation to one of the money-laundering or terrorist financing offences referred to in Italian
Legislative Decree 231 of 21st November 2007.
Exercise of the aforesaid rights shall mean that Snam Rete Gas is entitled to charge the Shipper for
all the higher costs and expenses arising out of or resulting from the early termination of this
Contract.
Article 11
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FINAL PROVISIONS
11.1 It is understood that for any matters that are not specifically governed by this Contract,
reference shall be made to the provisions of the Network Code and to the resolutions of the
Italian Authority for Electricity and Gas, insofar as applicable.
11.2
The Shipper undertakes to provide Snam Rete Gas with all the information required for
execution of this Contract. In this regard the Shipper acknowledges that it has examined the
privacy policy on personal data processing published by Snam Rete Gas on its website
pursuant to Article 13 of Italian Legislative Decree 196 of 30th June 2003, with regard to
disclosure of its personal data to Snam Rete Gas and processing of said data by Snam Rete
Gas for the purposes of providing the Services offered.
11.3 This Contract has been drawn up in two original copies, one for each Party.
11.3 Any notice, notification or other communication relating to this Contract other than those for
which the Parties have agreed to use, as exclusive conventional form, the Capacity Portal
Service, shall be sent to the following addresses:
for Snam Rete Gas:
for Shipper:
Piazza S. Barbara, 7
20097 San Donato Milanese (MI)
Fax no. +39 02 – 370 30396
Certified e-mail address: snamretegas.contratti@pec.snamretegas.it
Kind attn. Head of Transportation Contracts and Invoicing
or
Piazza S. Barbara, 7
20097 San Donato Milanese (MI)
Certified e-mail address:
snamretegas.gestionecontratti@pec.snamretegas.it
Fax no. +39 02 – 370 30397
Kind attn. Head of Contracts and Balancing Management
[SHIPPER]
[Address]................., ....
.... [Post Code]...., .......... [City] ........... (...)
Tel ..............................
Fax ..............................
Certified e-mail address: ..............................
or to the different address and/or fax number that either Party may communicate to the other
in writing in compliance with the provisions of this paragraph.
11.4 The initial credentials for access to the Service shall be delivered to the Shipper by Snam Rete
Gas by dispatch to the following e-mail address (e-mail address of the non-certified kind):
……………. to the following person [name] ..............., [surname] ..............., [tax code]
............... [date of birth] ……/……/……….
11.5 The Parties also provide their address for service at the addresses stated in paragraph 11.4
above, for any purpose relating to this Contract, including that of judicial service.
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San Donato Milanese, …
SNAM RETE GAS
[SHIPPER]
Stamp and signature
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Shipper
declares its specific approval of the clauses of the Contract mentioned below:
Article 5) Procedures for managing processes and transactions
Article 6) Commitments
San Donato Milanese, …
[SHIPPER]
Stamp and signature
Stamp duty paid using the virtual system – Authorisation no. 402937/2011 of 15th December
2011
The following are attached:
A. Rules for use of the Capacity Portal Service and related attachment A1
B. Attachment B – Form for authorisation to use the SRG portals
C. Attachment C – Declaration in lieu of certification stating ownership of powers of
representation
D. Declaration of ownership of importation contracts pursuant to the provisions of paragraph
1.1.1 of Chapter 5 of the Snam Rete Gas Network Code.
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