Tetra Gas Services Fixed Price Contract Terms and Conditions
(Tetra Gas Services OEB Licence Number GM-2005-0267.)
The Buyer's right to cancel this Contract is explained under the terms and conditions.
The Buyer agrees to enter the fixed price plan with Tetra Gas Services (TETRA) and appoints TETRA as its sole and exclusive supplier of natural gas and agent for all purposes related to the arrangement of natural gas delivery to Empress. It is understood that TETRA will make commitments for quantities of natural gas and pricing for purposes of this Contract and will arrange for transportation and distribution of natural gas in respect of the Service Address. The Buyer understands that the Utility is responsible for the transportation and delivery of such natural gas to the Service Address and that transportation charges, distribution charges, Utility charges, GST, applicable taxes and other charges for natural gas at the Service Address are charges in addition to the Final Contract Price and agrees to pay these additional charges. This Contract is with TETRA and not the utility. The Buyer understands and agrees that the full force of the Contract, in accordance with the terms and conditions, is in effect for the Term of the Contract commencing on the "Start Date" being the date upon which:
(1) Tetra approves the Buyer's application; and
(2) The Utility accepts this Contract filed by Tetra.
TETRA may terminate this Contract without liability or further obligation if the Utility informs TETRA that it will not process this Contract for any reason. By reaffirming this Contract the Buyer confirms that it has read and agrees to be bound by all the provisions of the agreement. This Contract may cease to have effect if the Buyer does not reaffirm it in accordance with the “Contract Reaffirmation” provisions contained in the terms and conditions contained herein.
If the Buyer has a complaint, it is agreed that it will contact TETRA by telephone, personal delivery, registered mail, e-mail, or fax, directed to Administration/Customer Service, at the address noted on the front of the contract. If the Buyer is unable to resolve its complaint with TETRA, it may telephone the Ontario Energy Board's Customer Service Centre at 416-314-2455 or toll-free at 1-877-632-2727 and request the applicable dispute resolution process.
Terms and Conditions
This document sets out the terms and conditions of the contract for the supply and delivery of gas by Tetra Gas Services. The terms "we", "us" "Seller" and "our" mean Tetra Gas Services The terms "Buyer", "Consumer", "you" and "your" mean the Buyer identified on the front of this Contract.
Term: The term of this contract shall commence on the Flow 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, load balancing and any related services. Our appointment is exclusive and you will not appoint another supplier or agent during 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 natural gas from us in accordance with these terms and conditions; and (3) you will perform your obligations arising under this Contract.
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 delivered to 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.
Billing: The bill for the charges owed by you to us will be included in your bill from your Utility. 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: For renewals or extensions for a period of greater than one year, we may renew or extend the Contract by providing you with written notice of the changes to the Contract ("Notice") and a renewal or extension form not less than 60 and not more than 120 days before the Contract expires. You may accept the renewal or extension if such acceptance is provided to us in writing within 30 days of receiving Notice. You may retract your acceptance in writing within 14 days of accepting the renewal or extension. For renewals or extensions for a period of one year or less, we may renew or extend the Contract without your authorization by providing you with Notice and a cancellation form not less than 60 days before and not more than 120 days before the renewal or extension date of the Contract if you fail to provide us with written notice of your cancellation of the renewal or extension. Such cancellation may be provided by you within 35 days after the day on which the first bill under the renewed or extended contract is sent to you.
Seller's Cancellation: This Contract may be cancelled by us if: you fail to pay any invoice issued by the Utility or us which is due and owing; you fail to meet any of your commitments under this contract; you enter into any other gas supply contract with any other supplier, agent or broker; your account is transferred to another service supplier; you consume over 50,000 m3 of natural gas/year or a law or regulation requires us to cancel the Contract. In the event that you fail to make any payment to us or the Utility 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 this 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. The Seller may also cancel the Contract if: due to circumstances beyond our control, your account can not be processed by a local distribution company; you locate at a service address to which natural gas can not be provided; or a law or regulation changes which affects the terms of this Contract at the discretion of the Seller. As a consequence of canceling the Contract, you will be required to pay all outstanding amounts and also an amount equal to six (6) cents per cubic meter of natural gas multiplied by your average monthly gas consumption up to and including the twelve (12) months preceding the transfer or termination as estimated by TETRA, multiplied by the number of months remaining in the Term, plus applicable taxes. The Buyer agrees that this amount is a genuine pre-estimate of the aggregate losses which would be sustained by Tetra Gas Services. The amount is deemed to be liquidated damages and will not under any circumstance be construed as a penalty.
Consumer’s Rights:
a) Delivery of Contract: The Seller will deliver a written copy of this Contract to the Buyer within 40 days after the Buyer signs the Contract. Failure by the Seller to do so will cause the Contract to ceases to have effect on the 41st day after the Buyer signs the Contract.
b) Contract Reaffirmation: Unless the Contract is reaffirmed by the Buyer, the Contract shall cease to have effect on the 41st day after the Buyer signs the Contract. Such reaffirmation must be made no earlier than 10 and no later than 61 days after the Contract is delivered to the Buyer.
c) Buyer's Right to Cancel: You may cancel this Contract for any reason without liability for damages within ten (10) days of receiving delivery of the Contract. You may also cancel this Contract within one (1) year of entering into this Contract if this Contract does not meet the requirements referred to in subsection 88.10(1) of the Ontario Energy Board Act, 1998 or subsection 23.2 of the Consumer Protection Act, R.S.O. 1990.
Notice under “Buyer’s Rights to Cancel" above may be given to TETRA by telephone or personal delivery, registered mail, e-mail, or fax, directed to Customer Service, at the address noted on the front page of the contract.
Security: If at any time during the term of this Contract we have reasonable cause to believe, at our own discretion, 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: The Buyer consents to the collection, use, disclosure and verification, from time to time, of any consumption data, credit, personal or other information about me at any time from, to or with any credit bureau, reporting agency, my Utility, or any other person and I authorize these parties to give such information to Tetra Gas Services and I consent to the use of such information contemplated by this Contract. The Buyer understands that such information will be collected, used and disclosed by Tetra Gas Services and its affiliates, agents and service providers, in order to a) assess my creditworthiness in connection with this Contract, and/or my ongoing creditworthiness, b) provide the Buyer with information and offers regarding other products and services provided by Tetra Gas Services or its affiliates, c) determine eligibility for any of those products or services and d) to manage supply requirements and/or financial risk. The Buyer also understands that any such information may be used, without consent for specified purposes as listed in Section 2.4.1 of the Ontario Energy Board’s Code of Conduct for Gas Marketers.
Service Address Changes: The Seller must be advised of any changes in service address at least 90 days in writing prior to the change. The Seller has 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 and 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 the Utility or as a result of a change in law may require the Contract to be amended by the Seller at its own discretion. You will be provided notice of such amendments in writing at least 30 days before the amendment takes effect.
Notice: Unless otherwise specified, all notices and other communications made in connection with this Contract shall be in writing and may be given by delivering them or sending them by fax/email 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, statutory holidays and days on which the offices of either the Buyer or Seller 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.