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: |
|
|
Private
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.