|
<br />e
<br />
<br />e
<br />
<br />eTXU
<br />
<br />TXU Energy Services
<br />
<br />TERMS AND CONDITIONS FOR SUPPLY OF ELECTRICITY
<br />
<br />These Terms and Conditions for the Supply of Electricity ("Terms"), together with any Offer for Supply of Electricity
<br />("Offer") and any other attachments, exhibits or appendices (including, as appropriate, one or more Price Sheets) as may be hereafter agreed
<br />to by Buyer (the term Buyer includes its employees and/or agents as appropriate). and Seller (the term Seller includes its assignees and/or as
<br />appropriate its employees, agents and/or subcontractors), shall constitute the "Agreement" for the supply of electricity to the Premise(s) of
<br />Buyer set forth in Exhibit "A" attached hereto: Seller and Buyer may hereinafter be referred to individually as a "Party" and collectively as
<br />the "Parties". "Premise(s)" herein shall mean the designated (in Exhibit "A") property or facilities and associated metered account(s)
<br />identified by an Electric Service Identifier ("ESI"), which is a unique and permanent identifier assigned to each Premise(s). A "Price
<br />Sheet(s)" is a document(s) containing a description of the method for determining charges payable by Buyer to Seller for electricity supplied
<br />pursuant to this Agreement, for specified Premises and shall contain the Offer Price. A condition precedent for the effectiveness of the
<br />Agreement shall be the execution of a separate Offer, and agreement by the Parties on the terms contained in Exhibit "A" and the appropriate
<br />Price Sheet(s).
<br />
<br />I. SUBJECT MA ITER AND QUANTITY. Seller shall sell and cause delivery, and Buyer shall purchase and receive at the Point of Delivery,
<br />for use only at the Premise(s), Buyer's non-residential electricity requirements set forth on Exhibit "A" attached hereto. "TDSP" herein shall
<br />mean a transmission and/or distribution provider under the jurisdiction of the Public Utility Commission of Texas ("PUCT") that owns and
<br />maintains a transmission or distribution system for the delivery of energy; including a Municipally owned utility or Rural Electric Cooperative.
<br />"Point of Delivery" herein shall mean the point where TDSP's conductors are connected to Buyer's conductors at or near Buyer's Premises.
<br />
<br />II. [This Section has been deleted intentionally.]
<br />
<br />Ill. TERM. The "Agreement Term" shall be the time period, as referred to in the Offer, during, which the prices contained in the Price
<br />Sheets are and shall remain in force.
<br />
<br />IV. AGREEMENT RENEWALlPRICE RENEGOTIATION. If Buyer and Seller have not agreed to new pricing and terms prior to thirty
<br />calendar days before the expiration of the then current Offer, and Buyer has not arranged for elec::tricity from another supplier prior to the
<br />expiration of such Offer, then, effective upon expiration of the Offer and until Buyer arranges for electricity with another supplier or under a
<br />new Offer with Seller, Seller agrees to sell and deliver and Buyer agrees to purchase and receive electricity under terms and prices of Se"ller's
<br />then current Standard List Price Offer applicable to businesses of same or similar nature as Buyer. "Standard List Price Offer" herein shall
<br />mean the Seller's price charged to customer's purchasing electricity without a valid Offer for the Supply of Electricity. The St~ndard List
<br />Price Offer may change from time to time at ~he discretion of Seller.
<br />
<br />V. CALCULA TION AND PA YMENT OF CHARGES. '
<br />5.1 Seller will invoice Buyer for electricity delivered to the Premise(s) during each monthly billing cycle of the Agreement Term, and for any
<br />other amounts due from Buyer to Seller hereunder, in accordance with the applicable Price Sheet, provided, however, in the event Buyer takes
<br />quantities of electricity in any month that are in excess of one hundred twenty percent (120.0%) of the aggregated quantities listed in Exhibit "A",
<br />Seller shall have the option to price such excess quantities at 195.0% of the then current retail market value. If Buyer, (provided such is not the
<br />result of a force majeure event), takes quantities of electricity in a month that are less than eighty percent (80.0%) of the aggregated quantities
<br />,listed in Exhibit "A", in addition to paying for those quantities actually taken in accordance with the applicable Price Sheet, Buyer agrees to pay
<br />Seller the positive amount, if any, calculated as follows: (80.0% ofthe aggregated quantities on Exhibit "A': for the applicable month minus the
<br />aggregated quantities actually used by Buyer during the month, the "Shortfall Quantity") multiplied by (the contracted price from the applicable
<br />Price Sheet minus 95.0% of the then current retail market price for the Shortfall Quantity).5,2 If Buyer has more than one Premise, the monthly
<br />billing cycle inay vary for different Prcmises, and may not coincide with a calendar month. In the event that an interval demand recorder ("lOR")
<br />must be installed at any Premise, ifsuch lOR has not been installed prior to the commencement of the Agreement Term, Seller reserves the right
<br />to calculate prices based upon the appropriate deemed load profile, as obtained by Seller from the PUCT, until such lOR can be installed,
<br />
<br />!
<br />l
<br />i
<br />I
<br />i":
<br />
<br />5.3 Buyer shall pay the invoiced amount on or before the due date specified in the Offer, and/or notifY Seller within ten business days of the
<br />invoice date if Buyer disputes any part of the invoice together witJt Buyer's reasons for disputing the invoice (however, Buyer's payment of an
<br />invoice and/or failure to dispute an invoice by the due date, in and of itself, shall not constitute a waiver by Buyer of Buyer's right to contest
<br />later the correctness of such invoice), but the undisputed part shall remain due and payable. In the event that Buyer gives notice of such dispute,
<br />the Parties shall, for a period of thirty calendW' days following Seller's receipt of that notice, pursue diligent, good faith efforts to resolve the
<br />dispute. If the Parties are unable to resolve a disputed invoice during that thirty day period, Seller may require, in the event it is subsequently
<br />determined that Buyer should pay Seller all or part of the disputed amount, that Buyer pay interest on su'ch amount, at a rate equal ,to (i) one
<br />
<br />H-GAC Energy Purchasing Corporation
<br />
<br />Page 1 of 11
<br />
|