GAS SALES AGREEMENT

 

THIS GAS SALES AGREEMENT made as of the «DateNumber» day of «Month», 20«YearTwoDigits» between:

 

                        COMPANY        (herein referred to as " COMPANY ")

 

and:

                        «CompanyCaps»

           

ARTICLE I - DEFINITIONS

 

1.1              The terms used in this Agreement are defined as follows:

 

(a)                “Business Day" means any day except Saturdays, Sundays, statutory holidays and banking holidays under the laws applicable to the jurisdictions of Seller and Buyer;

 

(b)                "Buyer" means the party receiving or accepting the transfer of Gas who is identified in a Confirmation Notice as the Buyer;

 

(c)                "Confirmation Notice" means a written notice substantially in the form of Schedule "A" confirming the specific terms of a Transaction agreed to by Buyer and Seller in accordance with the provisions of this Agreement;

 

(d)                “Cover Costs” has the meaning set out in Article IV;

 

(e)                "Daily Contract Quantity" or "DCQ" means the daily or hourly quantity of Gas that Seller agrees to sell and Buyer agrees to purchase under a Transaction;

 

(f)                  "Day" means a period of twenty-four (24) consecutive hours, coextensive with a day as defined by the Downstream Pipeline; 

 

(g)                "Downstream Pipeline" means the pipeline receiving the Gas for Buyer's account at the Point of Delivery;

 

(h)                "Gas" means natural gas of the quality described in Section 8.1;

 

(i)                  “Imbalance Charges” means any scheduling penalties, imbalance penalties, unauthorized overrun penalties, operational flow order penalties, banking charges or similar penalties, fees or charges assessed by a Transporter for failure to satisfy the Transporter’s balance or nomination requirements;

 

(j)                  "Month" means the period beginning on the first Day of the calendar month and ending immediately before the first Day of the next calendar month;

 

(k)                “Performance Obligation" means the obligations of the parties under a Transaction in accordance with Article IV;

 

(l)                  "Period of Delivery" means the period of time for which Seller and Buyer have agreed to the sale and purchase of Gas under a Transaction;

 

(m)              "Point of Delivery" means the point or points specified in a Transaction;

 

(n)                "Price" means the Price specified in a Transaction;

 

(o)                "Prime Rate" means, when the Price in a Transaction is specified to be in Canadian dollars, the annual rate of interest for Canadian dollar commercial loans made in Canada and, where the Price in a Transaction is specified to be in United States dollars, the annual rate of interest expressed as the U.S. Base Lending Rate, both as announced from time to time by the Bank of Montreal, Main Branch, Calgary, Alberta, Canada;

 

(p)                "Seller" means the party delivering or transferring the Gas who is identified in a Confirmation Notice as the Seller;

 

(q)                “Transaction" means a specifically agreed to purchase and sale of Gas to be performed under this Agreement as evidenced by a Confirmation Notice;

 

(r)                 "Transporter" means the Upstream Pipeline and Downstream Pipeline as applicable in the context; and

 

(s)                "Upstream Pipeline" means the pipeline transporting or delivering the Gas to the Point of Delivery.

 

1.2        Terms used in the Agreement that are not specifically defined but have an accepted meaning in the natural gas industry in North America will have the industry meaning.

 

ARTICLE II - PURPOSE AND PROCEDURE

 

2.1        This Agreement is part of the continuing arrangement between the parties for the purchase and sale of Gas and such arrangement, including this Agreement and all Transactions implemented under it, constitute one integrated contract between the parties.  This Agreement establishes the terms governing purchases and sales of Gas.  The Agreement anticipates that the role of a party may change from time to time and that role may in some cases be that of Seller and in other cases be that of the Buyer.  From time to time there may be more than one Transaction in effect, and a party may be both a Buyer and a Seller at the same time under this Agreement.  The companies participating in a Transaction will be identified in the Confirmation Notice.

 

ARTICLE III - TRANSACTIONS AND TERM

 

3.1              From time to time, the parties may orally agree to a Transaction for the purchase and sale of Gas, which agreement will specify the Seller, Buyer, Daily Contract Quantity, Price, Performance Obligation, Point of Delivery, Period of Delivery, units and currency.  All oral agreements will be binding and enforceable.  COMPANY will record that agreement on a Confirmation Notice and use best efforts to communicate the Confirmation Notice to the other party, by facsimile, no later than the close of the Business Day following the date of the oral agreement. 

 

3.2              Unless objected to within two (2) Business Days of the other party’s receipt, the Confirmation Notice will be deemed to be correct, absent manifest error.  The failure to send a Confirmation Notice for any Transaction will not affect the enforceability of any Transaction entered into. Confirmation Notices electronically transmitted between the parties will constitute signed writings for the purposes of satisfying the formal requirements of the Uniform Commercial Code's Statute of Frauds provision, or any similar Canadian legislation.

 

3.3              To the extent that a Confirmation Notice conflicts with this Agreement, the Confirmation Notice will govern that Transaction.

 

3.4              This Agreement is entered into and effective as of the date written above, and will continue from Month to Month thereafter, unless terminated by at least thirty (30) days prior written notice from either party to the other; provided however, that, if one or more Transactions are in effect, termination will not be effective until the expiration of the latest Period of Delivery of such Transaction(s). The obligations of Buyer to make payment for Gas which has been delivered and the obligation of Seller to indemnify Buyer, and Buyer to indemnify Seller, will survive the termination or cancellation of this Agreement.

 

ARTICLE IV - PERFORMANCE OBLIGATION

 

4.1        For the purposes of this Article IV:

 


(a)        “Cover Costs” mean:

 

i.        Unless otherwise specified in the Confirmation Notice, in the event of Buyer’s unexcused failure to purchase, for each unit of Gas not taken by Buyer, Buyer will pay Seller: (i) the positive difference, if any, obtained by subtracting the Spot Price for the Day in which the failure occurred from the Price; plus (ii) $0.15 to cover Seller’s administrative and operational costs.

 

ii.      Unless otherwise specified in the Confirmation Notice, in the event of Seller’s unexcused failure to deliver, for each unit of Gas not delivered, Seller will pay Buyer: (i) the positive difference, if any, obtained by subtracting the Price from the Spot Price for the Day in which the failure occurred; plus (ii) $0.15 to cover Buyer’s administrative and operational costs.

 

(b)                “Spot Price” means, unless otherwise agreed to and specified in the Confirmation Notice,  the price set forth in Gas Daily (Financial Times Energy), for Transactions with a Point of Delivery within the United States, or Canadian Gas Price Reporter (Canadian Enerdata Ltd.) for Transactions with a Point of Delivery within Canada, under the listing applicable to the geographic location closest in proximity to the Point of Delivery for the relevant Day; provided if there is no single price published for that particular Day, but there is published a range of prices, then the Spot Price will be the average of such high and low prices.  If the Spot Price or the publication setting forth the Spot Price is not available in the future, the parties agree to negotiate an alternate index for the Spot Price to take effect as of the date the prior index is unavailable.

 

(c)                If the Price is expressed in U.S. Dollars, then the reference to dollars in this Section will be U.S. Dollars.  If the Price is expressed in Canadian dollars, then the reference to dollars in this Section will be Canadian dollars. 

 

(d)                The amounts due and payable under this Section will be due on the next occurring Payment Date set forth in Article X.

 

4.2        Every Transaction will specify the Performance Obligation as being one of the following:

 


(a)                Firm ("FM") which means that Seller is obligated to sell, and cause to be delivered, and Buyer is obligated to purchase, and receive delivery of, the DCQ each day during the Period of Delivery specified in the Transaction, provided that either party may interrupt its performance, with no liability, to the extent that the interruption is caused by, or is a consequence of a Force Majeure condition.  If a party interrupts performance for any other reason, the interrupted party's exclusive remedy will be the recovery, from the interrupting party, of Cover Costs and Imbalance Charges, provided that the Imbalance Charges were incurred by the interrupted party as a direct result of the failure and could not have been reasonably avoided by the interrupted party. 

 

(b)                Baseload Interruptible ("BI") which means that Seller is obligated to sell, and cause to be delivered, and Buyer is obligated to purchase, and receive delivery of, the DCQ each day during the Period of Delivery specified in the Transaction provided that either party may interrupt its performance, with no liability, to the extent that such interruption is caused by, or is a consequence of a Force Majeure condition, or a contingency or event specifically identified by the parties in the Confirmation Notice.  If a party interrupts performance for any other reason, the interrupted party’s exclusive remedy will be the recovery, from the interrupting party, of Cover Costs and Imbalance Charges, provided that the Imbalance Charges were incurred by the interrupted party as a direct result of the failure and could not have been reasonably avoided by the interrupted party. 

 

(c)                Interruptible ("IT") which means that the sale and purchase of the DCQ may be reduced, interrupted or terminated by either party for any reason upon notice to the other party.  The effective time of the noticed reduction, interruption or termination will be at the earliest time the interrupted party should have been able to effect the necessary change of flow with the applicable transporter(s).  If the notice of interruption is insufficient to allow the interrupted party to effect a change with the applicable transporter, the interrupting party will reimburse the interrupted party for Imbalance Charges incurred by the interrupted party as a direct result of the interruption and the insufficient notice,  except when the insufficient notice was caused by, or is a consequence of, a Force Majeure condition, and only to the extent that the Imbalance Charges could not have been reasonably avoided by the interrupted party.

           

4.3              The remedies stated in this Agreement for a failure to deliver or purchase will be the exclusive remedies and in no event will either party be responsible, either under this Article IV or under any other term or provision of this Agreement, for incidental, consequential, special, or punitive damages.

 

4.4              Unless otherwise specifically agreed, in writing, any financial transaction or price hedge which a party may undertake is solely for that party’s account.  Financial gains or losses on such a transaction are solely for the account of the party undertaking the transactions.

 

ARTICLE V - TAXES

 

5.1              Seller will pay or cause to be paid, all taxes, fees, levies, penalties, licenses or charges imposed by any government authority ("Taxes") on or with respect to the Gas prior to its delivery at the Point of Delivery.  Buyer will pay or cause to be paid, all Taxes on or with respect to the Gas at or after its delivery at the Point of Delivery.  If a party is required to remit or pay Taxes which are the other party's responsibility, such party will promptly reimburse the other party for the Taxes.  If either party is entitled to an exemption from any Taxes or charges, that party will furnish other party with any necessary exemption or resale certificate to benefit from the exemption.

 

5.2              If any Goods and Services Tax ("GST") imposed pursuant to the Excise Tax Act (Canada), as amended, or replaced, from time to time, is payable in connection with Gas purchased, or Cover Costs paid, the GST will be paid by Buyer to Seller, as agent for the federal government of Canada, and Seller will remit the GST as required by law.

 

ARTICLE VI - POINT OF DELIVERY

 

6.1        The Point(s) of Delivery will be the point(s) where the fHTIlities of the Upstream Pipeline interconnect with the fHTIlities of the Downstream Pipeline receiving the Gas for Buyer's account as specified in a Transaction.  Seller will be responsible for arranging transportation on the Upstream Pipeline to the Point of Delivery.  Buyer will be responsible for arranging transportation on the Downstream Pipeline from the Point of Delivery.  Possession of, and title to, all Gas delivered will pass from Seller to Buyer at the Point of Delivery.

                                                                                   

ARTICLE VII - TITLE TO THE GAS

 

7.1              Seller warrants that it has good title to, and right to transfer title to, all Gas delivered under this Agreement free from all liens or adverse claims.  Seller agrees to indemnify and hold Buyer harmless from all claims of any person against Seller's title to Gas or claims applicable before title to the Gas passes to Buyer.  Buyer agrees to indemnify and hold Seller harmless from all claims of any person applicable to the Gas after title passes to Buyer.

 

ARTICLE VIII - QUALITY, MEASUREMENT & CONVERSIONS

 

8.1              The quality, pressure and temperature of the Gas to be delivered will be in accordance with the quality, pressure and temperature specifications and remedies set by the Upstream Pipeline.  The parties acknowledge that the quality standards and remedies set by the Upstream Pipeline may change from time to time and agree to accept and incorporate such changes in this Agreement as such changes occur.  In the event that quality, pressure and temperature standards of the Upstream Pipeline do not conform to those of the Downstream Pipeline, and the Downstream Pipeline refuses to transport Gas delivered under this Agreement, unless otherwise mutually agreed by Buyer and Seller, such event will be considered an event of Force Majeure.

 

8.2              The volume and associated heating value of all Gas, delivered and received by Buyer’s account, will be as reported by the Downstream Pipeline at the Point of Delivery and, subject to verification by Seller, this will be used by Seller for billing purposes.  Buyer will cooperate where required to ensure that such information is available to Seller prior to the date set forth in Section 10.1.

 

8.3              Where required, standards of measurement will be converted to metric measures or to imperial measures.  The conversion of any quantity or value referred to below will be done, where required, using the following equivalent factors as set by the Gas Industry Standards Board:

 

            1 MMBtu (dry) x 1.055056 = 1GJ             1 MMcf x   28.32784 = 1 103m3

            1 MMBtu (dry) = 1 Dekatherm

 

ARTICLE IX - BALANCING

 

9.1              The parties will coordinate their nomination activities, giving sufficient time to meet the deadlines of the applicable Transporter(s).  Should either party become aware that actual deliveries at the Point(s) of Delivery are greater or lesser than that which has been nominated, such party will promptly notify the other party.  The parties will use commercially reasonable efforts to avoid imposition of any Imbalance Charges.

 

9.2              Neither party will be liable for Imbalance Charges incurred by the other party as a result of a failure to deliver or purchase caused by a Force Majeure event.

 

ARTICLE X - BILLINGS AND PAYMENTS

 

10.1           By the fifteenth (15th) day of each month ("Invoice Date") following a month in which a Transaction has occurred ("Delivery Month"), Seller will render to Buyer an invoice detailing the quantity of Gas delivered to Buyer by Seller in the Delivery Month, and the amount payable by Buyer to Seller, and any other amounts due from Buyer to Seller.

10.2           On or before the twenty-fifth (25th) day of each month following a Delivery Month ("Payment Date"), Buyer will pay to Seller the amount of the invoice, by wire transfer, to Seller's bank as designated by Seller from time to time.  If the twenty-fifth (25th) of the month is not a Business Day then the Payment Date will be on the closest Business Day prior to the twenty-fifth (25th) day of month following a Delivery Month.  If Buyer has not received Seller's invoice by the Invoice Date, the Payment Date will be extended one (1) day for each day that Seller's statement is late.

 

10.3           In the event that actual measurement data is unavailable to Seller one (1) day prior to the Invoice Date, Seller may invoice Buyer based on the sum of the daily nominations during the Delivery Month.  Any necessary adjustments arising from the availability of actual data will be made in the following month.

 

10.4           Without prejudice to any remedies available to Seller for non-payment of monies due, if Buyer fails to pay any amount due to Seller by the Payment Date, interest will be payable by Buyer on the amount owing at an annual rate of interest equal to the Prime Rate plus two (2%) percent from the Payment Date until payment.  If the failure to pay continues for five (5) days beyond the Payment Date, Seller may, in addition to any other remedies which may be available, upon notice to Buyer, suspend the delivery of Gas under any or all then current Transaction(s) under this Agreement and any other agreement between the parties.

 

10.5           Seller may, in its sole discretion, at any time during the term of this Agreement, require from Buyer, financial assurances in a form satisfactory to Seller, as a condition precedent to Seller entering into a Transaction.  If, during the period of a Transaction, Seller, in its sole judgement, reasonably determines that the ability of Buyer to make payments due to Seller has become impaired or unsatisfactory or, Buyer exceeds, or is about to exceed the credit limit then in effect, as from time to time established by Seller, then by notice, Seller may require Buyer to prepay or provide an irrevocable letter of credit in Seller's favour in a form and having such terms and conditions as Seller will reasonably specify, issued by a major bank which is, and remains acceptable, to Seller.  Such prepayment will be made to, or such letter of credit received by, Seller within two (2) Business Days after Seller's request.  In the event that Buyer does not provide same within the said time limitations, Seller may suspend deliveries of gas until same has been provided. 

 

10.6           If a party (“Defaulting Party”):

 

(a)                fails to deliver or purchase and this failure extends over a period of ten (10) consecutive days and such failure is not excused under this Agreement,

 

(b)                or its assets become the subject of any proceeding (whether initiated by it or another person) under bankruptcy or insolvency laws, including without limitation, proceedings under the Companies’ Creditors’ Arrangement Act (Canada),

 

(c)                becomes the subject of any proceeding for liquidation, reorganization or winding up (whether initiated by it or by another person),

 

(d)                has a receiver or a receiver manager of all or any part of its assets appointed by a court of competent jurisdiction or by a creditor,

 

(e)                commits an act of bankruptcy as defined in the Bankruptcy and Insolvency Act (Canada),

 

(f)                  commits any other act or omission which would entitle any of its creditors to initiate a process or proceeding to take possession of any of its assets or to have any of its assets distributed among such creditors,

 

(g)                fails to make when due any payment to the other party required under this Agreement and such failure is not remedied within five (5) days after written notice of such failure is given to it by the non-defaulting party;

 

(h)                fails to comply with a request for financial assurance under Section 10.5, and this failure has continued for ten (10) days;

 

(each of the foregoing events being considered an “Event of Default” ) then, in addition to any and all other remedies available, the other party (“Non -Defaulting Party”) will have the right to terminate this Agreement with written notice to the Defaulting Party (“Termination Notice”).

 

10.7      In the event that the Non-Defaulting Party terminates this Agreement under Section 10.6, the Non-Defaulting Party will have the right to designate an early termination date ("Early Termination Date") in the Termination Notice as any date on or after the Event of Default.  Upon the Early Termination Date, the Non-Defaulting Party will have the right to liquidate any and all outstanding Transactions under this Agreement by:

 


(a)                 Closing out each Transaction being liquidated at its Market Value, as defined below, so that each such Transaction is cancelled and a settlement payment in an amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Transaction will be due to the Buyer under the Transaction if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and

 

(b)                 Discounting each amount then due under clause (a) above to present value in a commercially reasonable manner as at the time of liquidation (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Transaction); and

 

(c)                 Setting off or aggregating, as appropriate, any or all settlement payments (discounted as appropriate) and (at the election of the Non-Defaulting Party) any or all other amounts owing between the parties so that all such amounts are aggregated and/or netted to a single liquidated amount payable by one party to the other.  The net amount due under any such liquidation will be paid by the close of business on the Business Day following the Early Termination Date.

 

10.8      (a)        For the purposes of Section 10.7, "Contract Value" means the amount of the Gas remaining to be delivered or purchased under a Transaction multiplied by the Price per unit, and "Market Value" means the amount of Gas remaining to be delivered or purchased under a Transaction multiplied by the market price per unit determined by the Non-Defaulting Party in a commercially reasonable manner, taking into account the following:

 


i.                     the quantities of Gas involved;

ii.                   the Point of Delivery; and

iii.                  the relevant market prices for the remaining term of such Transaction either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for such Transaction.

 


(b)                The rate of interest used in calculating net present value will be determined by the Non-Defaulting Party in a commercially reasonable manner.  The parties agree that a Transaction under this Agreement will constitute a "forward contract" within the meaning of the United States Bankruptcy Code or similar legislation in Canada.

 

10.9           The Non-Defaulting Party will give notice to the defaulting party that a liquidation pursuant to this Section has occurred no later than the Business Day following such liquidation, provided that failure to give such notice will not affect the validity or enforceability of the liquidation or give rise to any claim by the defaulting party against the Non-Defaulting Party.

 

10.10       Each party reserves to itself all rights, set-offs, counterclaims and other defences which it is or may be entitled to arising from or out of the Agreement or any other arrangements between the parties for the purchase and sale of Gas.  The parties agree and acknowledge that the within Agreement is one of a series of related short and long term purchase and supply agreements between Buyer and Seller.

 

10.11       The parties will have the right, upon reasonable notice and at reasonable times, to have an independent third party examine the books and records of the other party, on a confidential basis,  to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, computation made under this Agreement.  Any such audit and any claim based upon errors in any statement or unauthorized curtailment must be made within twelve (12) months of the date of such statement or any revision thereof. Following such twelve (12) month period, a billing statement as adjusted will be final.  Errors in a party's favour will be rectified in full, with interest as calculated above, by such party within thirty (30) days of notice and substantiation of the inaccuracy.

 

ARTICLE XI - FORCE MAJEURE

 

11.1           Except with regard to a party's obligation to make payments due under this Agreement, in the event either party fails, wholly or in part, to carry out its obligations under this Agreement, including the obligation to deliver or take delivery of Gas, and such failure is caused by, or is a consequence of a Force Majeure condition, if such party gives notice and particulars of the Force Majeure condition to the other party as soon as reasonably possible, then the obligations of the party giving such notice, insofar as they are affected by such a Force Majeure condition, will be suspended during the continuance of the Force Majeure condition.

 

11.2           Force Majeure conditions are those events or conditions not caused by, and beyond the reasonable control of, the affected party.  Force Majeure conditions include, without limitation: acts of God, natural disaster, war, insurrection or other unlawful act against public order or authority; failure of any third party processor or transporter of Gas to receive, process, transport or deliver Gas, even if such failure is not caused by a Force Majeure condition, provided that the party affected has contracted or arranged for firm transportation service and the failure is not caused by the party affected; failure of processing and field production fHTIlities of, or supply from, producers contracted to Seller, but only to the extent that such failure can be demonstrated to render Seller unable  to obtain supply from its contracted supply sources in western Canada above the level of its then existing firm sales obligations; explosion, fire, freezing or other accidents or acts of sabotage causing breakage of, or damage to, machinery, lines of pipe or field and delivery fHTIlities, or temporary failure of Gas supply due to similar causes; inability to obtain, or a revocation or adverse amendment of, licenses or other necessary regulatory authorizations or where continued performance would be in violation of an order, legislation, regulation or similar direction of a government, board, agency or court having jurisdiction, which has been resisted in good faith.

 

11.3           The term Force Majeure specifically excludes lack of finances, unprofitability, and the loss, interruption, or curtailment of interruptible transportation or loss, interruption, or curtailment of firm transportation not utilizing primary receipt and delivery points on any transporter necessary to effect receipt and/or delivery of Gas, unless the same event also curtails firm transportation between primary receipt and delivery points.  A Force Majeure condition affecting either party's performance under this Agreement will not relieve the non-performing party of liability to the extent that the negligence of the non-performing party or its affiliates was the proximate cause of the event, and to the extent the non-performing party fails to remedy the situation and remove or overcome the cause of the event with due diligence and all reasonable dispatch.

 

11.4           If a Force Majeure condition affects a Firm or Baseload - Interruptible Performance Obligation:

 


(a)                   notwithstanding the foregoing, in the event that a Force Majeure condition affects only a portion of the pool supply available for delivery by Seller, Seller will deliver to Buyer, Buyer's pro rata share of the available supply.  Buyer's pro rata share will be the percentage resulting from the DCQ divided by the total quantity of Seller's firm sales obligations on each day during the period of the Force Majeure.

 

(b)                   notwithstanding the foregoing, in the event that a Force Majeure condition only partially affects Buyer's ability to purchase Gas, or receive Gas, Buyer will purchase from Seller, Seller's pro rata share of Buyer's total purchases.  Seller's pro rata share will be the percentage resulting from the DCQ divided by the total quantity of Buyer's daily firm purchase obligations during the period of the Force Majeure.

 

(c)                   during the period when deliveries of Gas from Seller’s supply pool are affected by a Force Majeure event, provided Seller has met its obligations under this section, Seller will not be obligated to seek out any Gas supplies which may be available outside Seller’s then current contracted supply pool, and Seller will not be obligated to purchase gas at an economic loss in order to overcome the implications of the Force Majeure event.

 

ARTICLE XII - NOTICES

 

12.1    All nominations and changes to the recipient party nominations will be forwarded to the recipient party by telecopy prior to the latest time that such party is able to effect the necessary change of flow with the applicable transporter, and will remain in effect until replaced by a new nomination.  Except where verbal notice is provided for, other notices, statements or bills will be in writing and delivered by telecopier or similar type of telecommunication, or by hand to the recipient party at the applicable address for service.  Any such notice, statement, bill or other document delivered by telecommunication or hand to the addressee will be deemed to have been received at the time of delivery or at the time of transmission in the case of telecommunication, during normal office hours of the recipient party.  In the event that any notices, statements or bills cannot be delivered by telecommunication then they may be delivered by means of overnight mail or courier using the fastest available form of delivery.  The address for service and notices will be as follows, subject to change by written notice:

 

            COMPANY                                                        «CompanyNoCaps»

            Address                                                                        «Address»

            Calgary, Alberta                                                 «CityStateProv»

            Postal Code                                                      «ZipPostal»

            General:           

            Attention:                                                          Attention:   «CompanyContact»  

                                                                                                     «ContactTitle»

            Telephone:                                                        Telephone: «DirectPhone»

            Facsimile:         (403)                                         Facsimile:   «DirectFax»

 

            Nominations:                                                     Nominations:

            Attention:                                                          Attention:________________________

            Facsimile:         (403)                                         Facsimile:_______________________

 

            Banking Information:                                           Banking Information:

            See Schedule B attached                                   See Schedule C attached

 

ARTICLE XIII - OTHER

 

13.1           The parties recognize the commercial sensitivity of the terms of this Agreement and any Transaction and agree to keep the terms confidential and not to divulge any of the contents to any other person, firm or corporation or other entity, except to the extent required by regulatory or judicial authorities.

 

13.2           No waiver by a party of any provisions, or the breach of any provisions of this Agreement will be effective unless it is in writing.  Such waiver will not operate or be construed as a future waiver of provisions, or waiver of any future default whether of a like or different character.

 

13.3           This Agreement, and any Transactions under it, will be governed by and construed according to the laws of the Province of Alberta, Canada unless otherwise stated in the Confirmation Notice.

 

13.4           This Agreement will be binding upon and inure to the benefit of the successors and assigns of the respective parties.  No assignment of this Agreement, in whole or in part, will be made without the prior written consent of the non-assigning party.

 

Accepted and Agreed to:

 

COMPANY                                                                    «CompanyCaps»

 

 

Per:  _____________________________             Per:  _______________________________

 

Per:  _____________________________             Per:  _______________________________

 

Date:  ____________________________             Date:_______________________________

 

 



Schedule A to the Gas Sales Agreement

dated the «DateNumber» day of «Month», 20«YearTwoDigits»

between COMPANY and «CompanyNoCaps»

 

TRANSACTION CONFIRMATION NOTICE

 

Date:    ________________________________

 

Seller:   ________________________________                           Marketing:_________________________

            ________________________________                           Telephone:_________________________

            ________________________________                           Telecopier:_________________________

            ________________________________                           Operations:________________________

            ________________________________                           Telephone:_________________________

 

Buyer:   ________________________________                           Marketing:_________________________

            ________________________________                           Telephone:_________________________

            ________________________________                           Telecopier:_________________________

            ________________________________                           Operations:________________________

            ________________________________                           Telephone:_________________________

 

 


            Period of Delivery:                   

 

            Daily Contract Quantity:          

 


            Nominated Energy Rate:        

 

            Price:                                   

           

            Point of Delivery:                    

 


            Performance Obligation:          

 

            Other:                                    

 

 


This will serve as a confirmation of the Transaction verbally agreed to by Buyer and Seller and is subject to the terms and conditions of the captioned Gas Sales Agreement.  If this TCN does not accurately describe your understanding of the Transaction, please contact your COMPANY marketer immediately.  Please Note: This confirmation is final and binding unless objected to in writing within two business days of receipt.  To the extent that Buyer issues a Confirmation Notice, it will be of no force and effect under this Agreement and will not be considered an objection under this Agreement unless it specifically references, and objects to, the Confirmation Notice sent by Seller.  Signatures are not required to effect the binding nature of the Transaction set forth in this TCN.

 

Accepted and Agreed to:

                                                                                   

Seller:   ________________________________                Buyer:_______________________________

Per:      ________________________________                Per:      _______________________________

Per:      ________________________________                Per:     _______________________________

Date:    ________________________________                Date:    _______________________________

 


Schedule B to the Gas Sales Agreement

dated the «DateNumber» day of «Month», 20«YearTwoDigits»

between COMPANY and «CompanyNoCaps»

 

BANKING INFORMATION


COMPANY  (Canadian Dollars)

 

Pay Through:                                       

 

Beneficiary’s Bank:                            

                                                               

Beneficiary Customer:                        Account #

                                                                COMPANY

                                                                Calgary, Alberta  

 

COMPANY  (US Dollars)

 

Pay through:                                         Bank

 

Beneficiary’s Bank:                            

 

Beneficiary Customer:                       

                                                                COMPANY

                                                                Calgary, Alberta

 

 

 

 

 

 

Schedule C to the Gas Sales Agreement

dated the «DateNumber» day of «Month», 20«YearTwoDigits»

between COMPANY and «CompanyNoCaps»

 

 

BANKING INFORMATION

 

«CompanyCaps»



 

 

 


 

 

 

 

 

 

 

 

GAS SALES AGREEMENT

 

 

 

 

 

 

 

COMPANY

 

and

 

 

«CompanyCaps»

 

dated

 

 

 

 

«MDYCoverPage»

 

 

 

 

 

 

 

 

 

 

 

 



 

           

 

COMPANY

Calgary, Alberta     Canada      Postal Code

Phone:  (403)                     Fax:  (403)                  

 

CREDIT APPLICATION

Customer Information

Name:

Address:

 

Phone:

Fax:

 

Type of Business:

 

           Private Corporation                                             Public Corporation

   

Other (specify):

Place of Incorporation: 

Number of years in business:

D & B #:

 

On a typewritten attachment please describe the ownership structure including a list of principal owners and officers and/or key affiliates and indicate who is responsible for your debts.  Also indicate if there has been a name or ownership change in the last five years.

 

Please complete and return the attached credit reference form, providing one bank reference and four trade references and attach copies of your most recent two years audited financial statements or annual reports and latest interim financial statements.

 

Amount of credit requested (specify currency): 

I, being an officer of the company, verify that all information provided is true and correct.

 

Signature:                                                                  Date:                        

Title:

Note:   We reserve the right to require security before commencing deliveries and will notify you if security is required.  Information provided on this application will be held in strictest confidence and used only by the Company or its affiliates in making a credit evaluation.

 

Please return this application to COMPANY as soon as possible to ensure the timely completion of a credit assessment.

 

 

 

 

 

 

Authorization to Disclose Credit Information

 

 

Company Name:

Contact:

Phone:

Fax:

 

The laws of certain jurisdictions may forbid the disclosure of financial information without written consent.  The signature below will authorize the trade and bank references noted below to release the customary trade relationship and bank information to COMPANY personnel.

 

Signature:

Date:

 

 

Title:

 

TRADE REFERENCES

 

Company

Contact

Phone

 

 

 

 

 

 

 

 

 

 

BANK REFERENCE

 

Bank

Contact

Phone

 

 

 

FHTIlity/Account Information

 

Operating FHTIlity ($):

 

General Account No.:

 

 

Letter of Credit FHTIlity ($):

 

 

This document will be provided to the above-noted references upon request.