C O N T R A C T
of
Input of Electricity
into the Net of
XXXX Xxxxxxxxxx Energie AG
between
Umweltservice Europa GmbH
Sustainable Development International Inc.
000 Xxxxxx Xxxxxx 00000 Xxxxx 000
Xxxxxxxx X0X 0X0
Xxxxxxx Xxxxxx
-following "Operating Company of Electricity Plant"-
and
XXXX Xxxxxxxxxx Energie AG
Xxxxxxxxxxxx Xxxxxxx 00
Xxxxxxxx 000
00000 Xxxxxx
Xxxxxxxxxxx
-following named as "TEAG"-
1. Content of Contract
This contract defines the Sale and Revenue of electricity.
1.1 Delivery of Electricity from the Operating Company of the
Electricity Plant to TEAG
The Operating Company of the Electricity Plant offers the surplus of
Electricity that is produced and not used in the Electricity Plant in
36460 Merkers to TEAG at the conditions of this contract. Their own use
includes all energy needed in the industrial plants of the Operating
Company of the Electricity Plant.
The connecting plant of the TEAG terminates at transmission connection
point of the switchgear to be confirmed after viewing and finalizing of
the technical concept.
The ending point of the connecting plant is the point of Transfer.
The Set up/Expansion/Change and Operation of the electrical Plants
behind the Transfer point (side of the Operating Company), with the
exception of the Meter Equipment site, lies with the Operating Company of
the Electricity Plant.
Each Contract Partner is financially responsible for the upkeep of
their own plants.
Additional to the costs of building the connecting plant and the
necessary methods in the already completed Net of the TEAG, does the
owner of the Operating Company of the Electricity Plant pay a
connecting fee usually based on the conditions in the connecting agreement.
The Operating Company of the Electricity Plant delivers Alternating
current of 110 000 Volt and 50 Hertz up to a maximum of 106 000 kW
(Delivery ability) at a cost of 0,97 inductive in the 110 kV-Net at the
Transfer point to the TEAG.
Changes of Delivery ability or of the Energy carrier, require
Agreements, particularly about the adaptation of the connecting plant
as well as the responsibility of costs.
1.1.2 The TEAG includes the available electricity from the
Operating Company of the Electricity Plant in its Net, that is
mentioned in the framework of this Contract.
1.1.3 The Operating Company of the Electricity Plant consists at
the time of the conclusion of this Contract of:
Number of Aggregates - with each ...kW (Discussed Capacity) still has
to be defined
Changes of the above Electricity Plant can only happen in agreement
with the TEAG. The Operating Company of the Electricity Plant commits to
coordinate these changes in a reasonable timeframe - typically one year
before the realization of the changes- with the TEAG and to come to an
agreement.
1.1.4 Delivery of Electricity to a third party by the Electricity
Plant is by this contract not allowed. The Delivery to a third party
has to be separately coordinated before the Delivery starts with the
TEAG, so that the technical consequences of meter and net can be checked
and necessary parts can be installed. The industrial plants of the
Electricity Plant is not subject to this part of the contract.
1.2 Purchase of Electricity of the Electricity Plant from the TEAG
The Purchase of Electricity of the Electricity Plant from the TEAG is
to be agreed on separately of this contract.
2. The set up and operation of the Electricity Plant
2.1 Set up, Maintenance and Operation of the Plants of Production,
Metering and Distribution of Electricity as well as the connection to the
Net of the TEAG follows the Guidelines and Regulations of the Verband
Deutscher Elektrotechniker (VDE) (the Association of German Electrical
technicians) and the particular VDEW-Regulations to the Parallel
operation "Technical Regulations Parallel operation of Plants that produce
Electricity for their own use with the Middle voltage of the Electricity-
Supply-Organization (EVU)". Additional to this have the regulations of
the TEAG to be followed upon the conclusion of this contract.
2.2 The Contract Partners commit to keep up and maintain their Plants
to prevent disruptions from happening.
2.3 The Operating Company of the Electricity Plant controls the
Operation up until the point of Transfer according to point 1.1.1 of this
contract as well as the functional efficiency of the Meter equipment and
communicates any technical faults immediately according to the
Regulation to the next TEAG-Office (see extra Page to Input contract -
Appendix 4).
3. Disturbances and Regulate Downtime, Financial Responsibility
3.1 The Contract partners commit to fix or repair any Disruptions,
Maintenance Procedures or similar activities on the Plants, which would
require an interuption or limitation of the Electricity Delivery in the
fastest time possible. TEAG has to be notified four months before the
beginning of the Calendar year about all downtime of the Electricity Plant
as a consequence of Revisions as well as start and duration.
3.2 The Operating Company of the Electricity Plant has the obligation
- upon request of the TEAG, to disconnect the Electricity Plant from
the Net in case of technical reasons. The TEAG has the right to
disconnect the Electricity Plant immediately from the Net in case of
Danger or Disturbance.
3.3 The Net of Electricity Supply of the TEAG has a build in Short-
Disruption- Protection. The Operating Company of the Electricity Plant
is responsible to protect his own Plants from any damages that may
happen because of this device.
3.4 For Damages that the Contract Partners cause each other, created
through the Interruption or irregular Supply of Electricity, will the
financial responsibility after closer Clarification of the Point 4
"Conditions of the Supply of Electricity for Special-Contract- Customers
from the TEAG Net" (Appendix 2) the reason as well as the amount be
defined.
In all other cases is the financial responsibility of the Contract
partners within the legal Regulations in the accordance, that the
financial responsibility is limited to the replacement of the direct
Damage. The financial responsibility for indirect Damages and their
Consequences, especially for loss of profit, loss of Production,
Earnings and Use, is out of the question.
4. Meter Equipment
4.1 The Electricity delivered from the Electricity Plant to the TEAG
is on the side of the 110 000 Volt measured through:
1 Meter Cabinet for one Measurement-Distance with 1 registering
Measurement (will be defined at a later time)
1 High voltage-Voltage changer
1 High voltage-Electricity changer
4.2 For the Meter equipment that TEAG provides has the Operating
Company of the Electricity Plant to pay a monthly amount according to
the Meter-Price-Sheet an amount of 1,5 Percent of the particular Re-
Buy-Price. As well, the Operating Company of the Electricity Plant a Use-
Amount for the Online-Data-Distance-Transmission, see Meter-Price-Sheet.
The Meter-Price will be calculated using TEAG's existing billing
system. The TEAG has the right to adjust the Meter-Prices.
5. Payment
The TEAG pays for the Electricity, based on the agreed Input-Capacity
(Point 1 in this contract) and according to point 4.1 of this contract.
The payment for the Input of Electricity is a summary of the whole
year of the Price (see in Price-Sheet) for the delivered
Electricity.
The input of Electricity is subject according to the various High-
Charge and Low-Charge prices as indicated on the Price-Sheet.
High-Charge (HT) applies between Monday and Friday from 6.00 A.M. and
22.00 h (P.M.) and on Saturdays from 6.00 A.M. and 13.00 h (P.M.). For
all other times, including statutory holidays in Thueringen (Germany)
apply the Low-Charge (NT) Prices.
The TEAG has the right to change the Time-Charges. The TEAG will
communicate this to the Operating Company of the Electricity Plant in an
appropriate timeframe.
In the High-Charge times as mentioned above, the Electricity Plant
commits to supply between 96 and 106 MW to the TEAG. If this input-
capacity in the High-Charge times is not fulfilled, if the supply is lower
than 96 MW, when possible and available, will the payment be according to
the Low-Charge Price-Schedule. If the supply capacity is 20% under the 96
MW xxxx, will the payment be according to the Minimum-Schedule on the
Price-Sheet.
In case of no input from the Electricity Plant in High-Charge Times
and the TEAG must purchase the required Electricity from other sources
to unfavorable conditions, the Electricity Plant pays the difference to
the Price according to the High-Charge Times to the TEAG.
6. Adjustment to changes of the electricity-economical conditions of the
TEAG
If there are any changes electricity-economically for the TEAG within
the timeframe of this contract or Price-Sheet changes happen, the TEAG
has the right to do an adjustment to the contract as well as to the
Price-Schedule. The changes will be announced in writing 3 months in
advance. As well the conditions in point 5 of this contract are to be
followed.
According to Input-Capacity, Input-Conditions and Competition-
Situation as well as changes in Economical Situations, the TEAG has the
right to adjust the prices on a yearly basis on the 30th of Payment
7. Billing and Payment
7.1 The billing year of the TEAG begins on the 1st of October and
ends on the 30th of September. The TEAG has the right to change the
billing year.
7.2 For the reading of the Meter equipment and billing of the
Electricity-Input are following guidelines:
The reading of the Meter equipment will be done at the end of each
month by the TEAG. According to the Meters, the TEAG will be issued a
credit. The credit will be accepted up to 25 days after the last
month's calculation period.
The TEAG is willing to agree on a different timeframe of reading the
Meter equipment and Billing period, if so desired by the Operating
Company of the Electricity Plant.
7.3 Should the Operating Company of the Electricity Plant decide to
discontinue their supply to the TEAG, the company commits to communicate
this immediately to the TEAG.
8. Start and Duration of Contract, Clause of exiting the Contract
Agreement
8.1 The Contract starts with the legal Signatures of both Contract
Partners, however not before the start of operation of the Connection-
Plant or the start of operation of the Electricity Plant. The duration is
at first eight years till the end of the business year 31st of December
2007. After that time, each extension of the Contract is 12 months, if the
Contract is not canceled in writing three months prior to yearend.
The agreements of Supply, Purchase and Payment of Electricity according to
point 1.1 and 6 will take place at the point of starting the operation of
the Connection Plant as well as the Meter Equipment.
8.2 Should the TEAG receive an offer of a third party that would, after
proving its viability, supply Electricity to a lower price and fulfill all
other conditions, with a price difference of 3% during the time of
Contract, the TEAG will, based on this offer, ask for new price
negotiations with the Operating Company of the Electricity Plant. If the
Operating Company of the Electricity Plant doesn't fulfill the new
conditions, after adjusting the Contract, has the TEAG the right to
discontinue this contract with a three months notice.
8.3 Should the price adjustment according to the Competition situation as
well as the changes at the time of the introduction of the Electricity
price-Index according to point 5 as well as changes according to
Appendix 1, point 3 not be recognized and not confirmed from the
Electricity Plant and an adjustment of the contract does not take place,
has the TEAG the right to discontinue this contract with a three months
notice.
8.4 Should the Operating Company of the Electricity Plant close the Plant
permanently, the contract will be ceased at the end of the month. The
permanent closing of the Plant will be communicated - usually one year and
three months before actual close down - to the TEAG.
8.5 If defects in the Electricity Plant are not taken care of by the
Operating Company, even though the TEAG has asked for the correction, has
the TEAG the right to resign from this Contract immediately.
8.6 In the case of cancellation of this contract, there will be no
possibility of working with the Parallel operation of the
Electricity Plant and the TEAG Net.
9. Place of legal Jurisdiction
9.1 The Place of Jurisdiction and Performance is the headquarters of TEAG,
except in cases whereby an outside Court of Law has jurisdictional
precedent. At the time of the conclusion of this Contract it is Erfurt
(Germany)
9.2 Verbal Agreements have no validity; changes and additions of this
contract must be done in written form.
10. Other Regulations
The observance of the VDEW-Regulations to the Parallel operation "Technical
Regulations Parallel operation of Plants that produce Electricity for their
own use with the Middle voltage of the Electricity-Supply-Organization
(EVU)" and Appendix 1 as well as point 3 mentioned Regulation in times of
disruptions, the scheduled downtimes including financial responsibility
represent an important part of this contract, as long as the Contract
doesn't define anything else for specific cases.
11. General Clause
11.1 If individual Regulations of this Contract are ineffective or become
ineffective, will all other Agreements still be in effect. The Contract
Partners commit to update these agreements to benefit of both parties as
their situations change or improve. For common errors in the Contract are
to be handled the same as above.
11.2 In case of Disagreement that is related to this Contract, the
appropriate Court of Laws will represent the executive power in
situations, where there cannot be an amicable agreement between the two
parties in a regular court of law.
11.3 To ensure the appropriate Fulfillment of this Contract, the TEAG saves
the ongoing data for electricity supply tariff base.
11.4 This Contract has two Copies, each Contract partner has one copy.
11.5 If arrangements of this Contract for its Effectiveness according to
the laws of Competition-Restriction have to be registered with the
Cartel-Registry, the registration will be done by TEAG. Any resulting
costs shall be borne by both parties equally.
.........................................., the........................
Erfurt, December 2, 1998
Operating Company of the Electricity Plant XXXX Xxxxxxxxxx
Energie AG
Umweltservice Europa GmbH
Sustainable Development International Inc.
Appendix -
Index for the Contract of Input of Electricity
between
XXXX Xxxxxxxxxx Energie AG
and
Umweltservice Europa GmbH (Sustainable Development International Inc.)
Appendix 1 - Payment regulation and Price-Sheet
Appendix 2 - Supply Conditions
Conditions for the Supply of Electricity of Special-
Contract-Clients form the TEAG Net
Appendix 3 - VDEW-Regulations to Parallel operation
"Technical Regulations Parallel operation of Plants that produce
Electricity for their own use with the Middle voltage of the Electricity-
Supply-Organization (EVU)"
Appendix 4 - Extra Page: Announcements of Disruptions/Regulation
Appendix 5 - Price-Sheet
Price-Sheet
for Input of Electricity from Power stations
on the basis of rational Energy-Usage
Payment Schedule (Updated: October 10, 1998)
High-Charge times (HT) Supply Commitment
January - March Monday - Friday 6.00 - 22.00 h
8.0 Pf/kWh
April - June Monday - Friday 6.00 - 7.00 h
5.5 Pf/kWh
7.00 - 19.00 h 8.0 Pf/kWh
19.00 - 22.00 h 5.5 Pf/kWh
July - September Monday - Friday 6.00 - 7.00 h
5.5 Pf/kWh
7.00 - 16.00 h 8.0 Pf/kWh
16.00 - 22.00 h 5.5 Pf/kWh
October - December Monday - Friday 6.00 - 22.00 h
8.0 Pf/kWh
Year round Saturdays 6.00 - 13.00 h
4.2 Pf/kWh
Low-Charge times (NT) 4.2 Pf/kWh
Minimum Payment 3.0 Pf/kWh
3. Sales Tax -
The listed prices are net prices; upon written confirmation of the
calculation for the right of Sales Tax is presented, these prices will bear
the Sales Tax (Goods- and Service Tax) in an amount to be the existing tax
laws of Germany. Upon the issuance of the invoice of the sales tax to the
Operating Company of the Electricity Plant, they shall be realized.
