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Terms of Use
This document sets out the terms and conditions of the contract for the supply and delivery of gas by GloWorm Gas The terms "we", "us" and "our" mean GloWorm Gas The terms "you" and "your" mean the legal entity identified on the front of this contract.
Term: The term of this contract shall commence on the start date and continue for the period identified on the front page of this contract.
Our Role: You have agreed to appoint us as your sole and exclusive supplier, agent and broker to arrange natural gas supply (from any source), transportation, storage,
and any related services. Our appointment is exclusive and you will not appoint another supplier or agent for the contract term.
Warranty: You warrant and represent to the Seller that: (1) you have the capacity, full right and absolute authority to enter into this Contract (2) you will purchase the gas in accordance with these terms and conditions (3) you will perform your obligations arising under this Contract and (4) you will take over 50,000 m3 per year.
Assignment: You can not assign this contract to any other individual, committee or legal entity. We can assign the contract to another supplier without your permission.
General Matters: If there is any conflict between these terms and conditions and the front page of the contract, the terms and conditions will govern. Any dispute under this contract will be subject to arbitration according to the rules relating commercial arbitration under the Arbitration Act, 1991. This contract is governed by the laws of Ontario in Canada. These terms and conditions and the front page attached shall constitute the entire contract. Each party shall perform such further acts, execute such further documents and give such further assurances as may be reasonably required to give effect to this Contract. In the event that any of the provisions of this Contract shall be invalid, illegal or unenforceable in any respect, the validity of legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The signatories have the authority to bind the parties.
Price: You have agreed to pay the price identified on the front page of the contract for the natural gas consumed by you. The price shall be fixed for the term. The price includes commodity natural gas at the delivery point(s) outlined by the respective utility, compressor fuel as required, load balancing and transportation to Empress. You will be responsible for all taxes, local distribution company charges and other charges approved by the Ontario Energy Board or other regulator. You are obligated to pay for that gas nominated, delivered and used by you during the term: any gas over the amount nominated and consumed over and above the amount nominated will be charged based on the Canadian Gas Price Reporter Domestic Spot Gas Prices “Alberta 1 Month Firm Spot Price based on the AECO and NOVA Inventory Transfer Average” for the preceding month plus any premiums applicable over and above.
Billing: The bill for the charges owed by you to us will be included in your bill from your utility, except those for load balanced gas. Gas will be purchased or sold for you the end of your contract, on instruction from your utility, to balance your account with them. Gas purchased or sold on your behalf to balance your account will be billed or credited directly to you. You agree to pay when due all amounts on your bill, including any interest, other charges, security deposits or any other charges required by your utility and approved by Ontario Energy Board.
Renewals: We may renew or extend the contract by giving written notice of renewal or extension no later than 90 days before the end of the expiry of the contract term. renewal or extension is accepted by you, you must advise us at least 60 days before the end of the contract term. Written notice will include contract revisions, the origina contract and a form for renewal or extension. Acceptance of extension or renewal can be in writing or by telephone.
Seller's Cancellation: This Contract may be cancelled by us if: you fail to pay any invoice issued by the Distributor or us which is due and owing; you fail to meet any of your commitments under this contract; you enter into any other Contract with any other supplier, agent or broker; your account is transferred to another service supplier; a law or regulation requires us to cancel the Contract.. In the event that you fail to make any payment to us or the Distributor when due, in addition to any other remedies we may have available at law or in equity, we shall have the right, enforceable at any time after five (5) days notice in writing to you, to suspend further deliveries under the Contract unless during the said five (5) day notice period you have cured the default. If such default continues for five (5) additional days, we may thereafter terminate this Contract. We shall have the right to suspend deliveries under any or all transactions under this Contract immediately upon the filing of any insolvency, bankruptcy, assignment for the benefit of creditors, protection from creditors, or similar proceedings related to you or should you be unable to pay your debts as they fall due. Cancellations of the Contract can also occur if: due to circumstances beyond our control, your account can not be processed by a local distribution company; you locate a service address to which natural gas could not be provided; or a law or regulation has changed which causes changes to this contract to which we can not agree. As a consequence of canceling the Contract, you will be required to pay all outstanding amounts and also the total amount that would be payable by you over the remaining term of the Contract based upon the price and the estimated quantity set out on the front of the contract.
Security: If at any time during the term of this Contract we have reasonable cause to believe that your creditworthiness is in question, we shall have the right to request security (“Security”) for the payment from you upon terms and conditions which are satisfactory to us, acting reasonably. If you fail to provide the Security within five (5) business days after the date of the request for same from us we may immediately suspend deliveries of gas under this Contract until the Security is received by us.
Information: In order to serve you, we require certain information from your utility. Consequently, you hereby authorize your utility to provide to us any information concerning your natural gas account, payment, usage and meter information. You shall keep confidential from third parties all information relating to this Contract and operations except information which we have expressly agreed to release or which is required to be provided to regulatory authorities.
Service Address Changes: We must be advised of any changes in service address at least 30 days in writing prior to the change. We have the right to advise you 15 days before the effective date of the change of address as to whether we can continue to supply natural gas to you at your new address.
Force Majeure: In the event of circumstances beyond our control, the result of which mean we can not supply gas to you, we will not be responsible for our supply obligations under the contract. We will not be responsible for any damages that may be caused to you. Our rights of the contract are not waived as a result of our inability to deliver the supply to you because of circumstances beyond our control.
Contract Amendments: Changes to your service by a utility or as a result of a change in law may require the contract to be amended. We may change the contract in t circumstance and will advise you in writing in 30 days before the change takes effect.
Notice: All notices and other communications given in connections with this Contract shall be in writing and may be given by delivering them or sending them by fax to you at the address shown on the front page of the contract and for us at the address set out below. If given during regular business hours (excludes Saturday, Sundays, holidays and days on which the offices of either you or us are closed), notices and other communications as aforesaid shall be deemed to be delivered and received on the date of actual delivery or on the date of fax transmission by the sender and in all cases where not given during regular business hours, shall be deemed to be given and received on the following business day. |