ERM POWER RETAIL PTY LTD STANDARD LARGE CUSTOMER RETAIL CONTRACT

Transcription

1 ERM POWER RETAIL PTY LTD STANDARD LARGE CUSTOMER RETAIL CONTRACT This standard large customer retail contract sets out the terms referred to in section 52(1) of the Act. It only applies between ERM Power Retail Pty Ltd A.C.N (referred to in this contract as we, us and our ) and large market customers (referred to in this contract as you and your ) in the circumstances set out in the Act. This contract is only about the sale of electricity to your premises as a large market customer. It does not deal with how the electricity is physically supplied to your premises. You have a separate contract with your distribution entity dealing with the connection of your premises to the supply network and the supply of electricity to your premises. 1. APPLICATION OF CONTRACT AND TERM Subject to the Act, this contract only applies at your premises if and while: (d) you are a large market customer for the premises; your premises are connected to a supply network without you having made a retail services application for the premises; there is no negotiated retail contract in force between you and a retail entity (including us) in relation to the premises; and we are the financially responsible retail entity for the premises. 2. SALE AND PURCHASE We agree to sell electricity to you at the premises and you agree to pay us for the electricity. 3. CHARGES 3.1 You must pay us a reasonable charge determined by us from time to time for the sale of electricity to your premises. We will advise you of the charge from time to time. 3.2 The charge will take into account all relevant costs associated with the sale of electricity to you plus a margin of 10%. The costs associated with the sale of electricity include the wholesale cost of purchasing electricity from the national electricity market, the amounts payable under agreements between us and third parties that hedge the cost of purchasing that electricity, market and other charges payable under the Rules, metering charges and costs associated with complying with the Act, the REC Act and any other relevant Laws. 3.3 Our charges will be based on the actual metered consumption of electricity at the premises and will be adjusted by the applicable transmission loss factors and distribution loss factors. 3.4 Unless you pay them directly to the distribution entity, we will also pass through to you all charges levied by the distribution entity in relation to your premises. 1

2 4. METERING 4.1 If we do not arrange meter reading on your behalf, you must make sure that the meter data agent or other relevant person gives us all necessary data promptly, accurately and in accordance with the Rules. 4.2 You must not interfere with the meter and must allow us and all other relevant people to safely access the premises for the purpose of installation, reading, testing, repair or maintenance of all meters. 4.3 Subject to clause 4.4, the quantity of electricity sold to you will be determined by us from readings of the meter at the premises. 4.4 If a meter malfunctions or metering data is not available for any reason, then, subject to any relevant Laws, the amount of electricity sold will be estimated by us (acting reasonably) based on standard practices in the electricity industry and all relevant information available. 5. PAYMENT 5.1 We will send you a bill at the end of each month for all charges payable by you under this contract. The bill may also include: unbilled charges incurred in respect of a previous month; adjustments in relation to any charges which were billed or should have been billed in respect of a previous month; and estimated amounts for some charges, where relevant. 5.2 We may also send you adjusted bills or further bills from time to time in respect of any changes to or reconciliation of the charges payable by you or to correct any inaccuracies in previous bills. 5.3 We may send bills to you by , fax or mail to the address of the premises, or any other address notified from time to time. At the start of this contract, you must advise us of the address to which we can send bills. You can notify us of changes in that address from time to time. 5.4 You must pay all bills within 14 days of receipt by electronic funds transfer to our nominated account without any set off or counterclaim. 5.5 If you are late in payment, you must pay interest on the outstanding amount at the Interest Rate. This does not limit our other rights under this contract. 5.6 You must also pay to us any reasonable costs we incur in recovering any amounts you owe us under this contract. 6. CREDIT SUPPORT 6.1 We may ask you to provide us with a bank guarantee (or a replacement bank guarantee) or a cash deposit for an amount not exceeding 2.5 times your estimated average monthly bill. 2

3 6.2 You must provide us with the bank guarantee (or replacement bank guarantee) or cash deposit within 5 Business Days of our request. 6.3 We may use the cash deposit or call on the bank guarantee to pay any amounts you owe us. 6.4 We will return the cash deposit or bank guarantee once this contract comes to an end and you have paid us all amounts owing to us. 7. NO LIABILITY FOR PHYSICAL CONNECTION OR SUPPLY 7.1 You agree that we are not responsible for physically connecting or supplying electricity to you. 7.2 As we are not physically connecting or supplying electricity to you: we do not undertake to provide or maintain any particular voltage frequen cy or standard of supply; all warranties, terms and conditions (implied by statute or otherwise) in relation to the connection, supply or delivery of electricity are, to the extent permitted by law, excluded; and we are not liable for any loss, including consequential loss, suffered by you as a result of any supply or lack of supply of electricity to you. 7.3 Despite the above provisions, to the extent that a supply obligation might be taken to be a part of this contract and there is an implied condition under a Law that any goods supplied by us will be of merchantable or any other particular quality, our liability for breach of this implied condition is limited to either of the following (at our election): the replacement of the goods or the supply of equivalen t goods; or the payment of the cost of replacing the goods or of acquiring equivalent goods. 8. LOAD CHANGES 8.1 If requested by us, you must provide us with monthly or quarterly load forecasts for the premises. 8.2 Unless we consent, you must not vary your electricity consumption at the premises by more than 10% above or below the forecasts you provide us. We must not unreasonably refuse our consent, but we may give it subject to reasonable conditions. 9. DISCONNECTION 9.1 If you do not pay us any amount that is validly due and owing on time, we may cause the supply of electricity to the premises to be disconnected until you have paid all outstanding amounts (including interest for late payments). 9.2 We must not exercise our right under clause 9.1 unless we have given you a written notice requiring the outstanding amount to be paid within 5 Business Days of the date of the notice and you have failed to comply with the notice. 3

4 9.3 Our rights under this clause 9 do not limit our other rights under this contract. 10. DEFAULT AND TERMINATION 10.1 Either party may terminate this contract by notice in writing if the other party has failed to comply with any of its obligations under this contract and the breach has not been remedied within 10 Business Days of receiving a notice in writing to remedy the breach Upon termination of this contract by us, we may do any one or more of the following: (d) cause the supply of electricity to the premises to be disconnected; transfer financial responsibility for the premises to another electricity retailer; recover from you any outstanding amounts you owe us; or sue you for any loss, damage, cost, charge or expense suffered by us as a result of your breach. 11. GST 11.1 All amounts payable under or in connection with this contract are exclusive of GST A recipient of a taxable supply under or in connection with this contract must pay to the supplier, in addition to the GST exclusive consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply The recipient must make that payment to the supplier as and when the GST exclusive consideration or part of it is provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for that taxable supply Words in this clause 11 have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and regulations, unless the context makes it clear that a different meaning is intended. 12. TRANSFER We may transfer our rights and obligations under this agreement to a purchaser of our business or to a related body corporate (as defined in the Corporations Act 2001) without your consent. You and we must enter into an agreement prepared by us on reasonable terms under which all our future rights and obligations under this agreement are released and transferred to the purchaser or related body corporate. You must sign all documents and do everything reasonably necessary or desirable to give full effect to the transfer. 13. NOTICES 13.1 Notices under this contract must be in writing and may be delivered by hand, or sent by mail, fax or . However, notices changing an address or notices under clauses 9 or 10 may not be given by A notice or bill is taken to be received: if hand delivered, on the day of delivery; 4

5 if sent by mail, on the third Business Day after mailing; and if sent by , at the time it was received by the recipient If you vacate the premises, you must give us at least one month advance notice and provide your forward address. 14. GENERAL 14.1 If the day on or by which a person must do something under this contract is not a Business Day, the person must do it on or by the next Business Day If a party to this contract is made up of more than one person, or a term is used in this contract to refer to more than one party: an obligation of those persons is joint and several; a right of those persons is held by each of them severally; and any other reference to that party or that term is a reference to each of those persons separately, so that (for example) an undertaking is given by each of them separately This contract is governed by Queensland law. Each party submits to the non -exclusive jurisdiction of the courts having jurisdiction in Queensland Any provision of this contract which is unenforceable or partly unenforceable is, where possible, severed to the extent necessary to make this contract enforceable. If it is found under section 54(2) of the Act that this contract does not provide for the provision of services on a fair and reasonable basis, the contract will not be void but will apply as if the services were provided on a fair and reasonable basis and any offending provisions will be modified accordingly Each party must do everything reasonably necessary or desirable to give full effect to this contract If either party is unable to perform its obligations under this contract (other than an obligation to pay money) because of an event beyond its reasonable control, the obligation is suspended, but only to the extent that the event prevents performance This contract contains the entire agreement between us relating to the sale of electricity to the premises A right under this contract may only be waived in writing by the person giving the waiver Unless the contrary intention app ears, words defined in the Rules or the Act have the same meaning when used in this contract A provision of this contract must not be construed against a party only because that party drafted it Clauses 3, 4, 5, 6, 7, 10, 11, 13, 14, 15 and 16 survive termination or expiry of this contract. 5

6 15. INTERPRETATION 15.1 Headings are for convenience only, and do not affect interpretation The following rules also apply in interpreting this contract, except where the context makes it clear that a rule is not intended to apply. A reference to: (i) (ii) (iii) (iv) (v) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated; a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party; a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and anything (including a right, obligation or concept) includes each part of it. (d) A singular w ord includes the plural, and vice versa. If a word is defined, another part of speech has a corresponding meaning. If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. 16. DEFINITIONS The following definitions apply in this contract unless the contrary intention appears. Act means the Electricity Act 1994 (Qld). Business Day means a day other than a Saturday, Sunday or public holiday in Brisbane. Interest Rate means 2% above the corporate overdraft reference rate (from time to time) quoted by the Commonwealth Bank of Australia. If that reference rate does not exist, it will be another similar rate nominated by us. Law includes any legislation, statute, act, rule, order, regulation, direction, tariff or condition or requirement of any licence or authority. REC Act means the Renewable Energy (Electricity) Act 2000 (Cwth) and the Renewable Energy (Electricity) Charge Act 2000 (Cwth). Rules means the National Electricity Rules under the National Electricity Law. 6