Contract on the delivery of Guarantees
of Origin between
...
(as Seller)
and
...
(as Buyer)
This “Agreement for single delivery of Guarantees of Origin” is a contract template with all provisions
required for the closure of trades on the platform www.oekostromboerse-pro.ch. This document
constitutes an integral part of the General Terms and Conditions (GTC) and the agreement upon the
contract provisions defined in this document are required in order to take part on the trading
platform. The closure of a contract based on this document is not however a precondition for the
contractual relationship between the Seller and Buyer on the platform www.oekostromboersepro.ch. With the award on the platform, this contractual relationship comes into effect automatically.
Contract on the delivery of Guarantees of Origin
With their signature the Seller and Buyer (each a Party and together the Parties) enter into agreement on the
sale and purchase of a specific amount (the agreed quantity) of Guarantees of Origin
The Principles and Rules of the Association of Issuing Bodies (AIB) for the European Energy Certificate System
(EECS) are defined in the EECS Rules. This contract shall be governed by the current release of the EECS Rules
issued March 17 2014 or an applicable successor as well as the Domain Protocols or an applicable successor
from the authorized EECS GO Certificate Issuing Bodies according to specifications defined in this Agreement.
In case the specifications of this contract and the EECS Rules or the applicable Domain Protocol should
contracted each other, the specifications in this contract take precedence.
1.
Transaction
Trade Date
Deal-Nr.
... [Date of end of auction]
... [Deal-Nr.]
2.
Seller
Company Name
Address
Contact
Office Phone
Mobile
Fax
E-Mail
Bank Details
... [Company A]
... [Street, Nr. Postal Code, City, Country]
... [Trader A]
... [+41 12 345 67 89]
... [+41 12 345 67 89]
... [+41 12 345 67 89]
... [TraderA@CompanyA.ch]
... [Bank Name and Address]
Account No.: ... [Account No.]
Swift: ... [Swift Code]
IBAN: ... [IBAN No.]
Clearing: ... [Bank Clearing No.]
... [CHE-123.456.789 MWST]
... [32]
... [32XEXAMPLE]
VAT identification No.
Domain Code
AIB Account No.
3.
Buyer
Company Name
Address
Contact
Office Phone
Mobile
Fax
E-Mail
Bank Details
VAT identification No.
Domain Code
AIB Account No.
... [Company B]
... [Street, Nr. Postal Code, City, Country]
... [Trader B]
... [+41 12 345 67 89]
... [+41 12 345 67 89]
... [+41 12 345 67 89]
... [TraderB@AccountB.ch]
... [Bank Name and Address]
Account No.: ... [Account No.]
Swift: ... [Swift Code]
IBAN: ... [IBAN No.]
Clearing: ... [Bank Clearing No.]
... [CHE-123.456.789 MWST]
... [32]
... [32XEXAMPLE]
4.
Product
Guarantee of Origin Type
EECS GO Certificates according to the provisions
of the EECS Rules and the applicable Domain
Protocol. The Guarantees of Origin are destined
solely for the Buyer and stem from production
facilities that fully meet the specifications of
this contract.
Authorized Issuing Body
... [Swissgrid]
EECS Domain Code /
Country of Production
... / ... [32 / Switzerland]
Production Device ID
... [765432100000000123]
Measuring Point No.
... [CH98765012345098765432109876543210987654321321]
Production Technology
... [Hydro/Wind/Biomass/New Renewables]
Additional Quality (ICS)
... [naturemade star]
Support Type
(EECS Rules Fact Sheet 3,
Release 1.10 v2)
... [no and/or production support]
Period from... to / Semester
... [01.07. - 31.12.2014 / Semester 2]
5.
Production Period
6.
Agreed Quantity
7.
Price
Price
Total Contract Price
8.
Transaction costs
The Seller and the Buyer will each bear its own fees and expenses incurred in
connection with the negotiations, preparation and execution of this Agreement
and the Transaction contemplated by this Agreement.
9.
Transfer
Date of Transfer of the
Guarantees of Origin
(no later than) ... [31.01.2015]
Delay of Seller
In case of the Seller’s delay, the Buyer is still
expected to accept the transfer and adhere to
the contract.
Transfer
The Seller transfers the agreed quantity of GO
to the Buyer’s account according to the
provisions of the EECS Rules and applicable
Domain Protocol.
... [MWh Guarantees of Origin]
... [0.20 CHF / MWh]
... [14'000 CHF]
The GO are considered to be transferred when
they have been fully registered on the
transferables account of the Buyer. In case the
transfer type described above should not be
possible, the Parties shall reach an agreement
for an alternative means of transfer.
The Parties commit to do everything in their
power to accomplish the transfer of the agreed
quantity on or before the Date of Transfer
defined above.
If new versions of the EECS Rules or the Domain
Protocols should come into operation, the
Parties are obligated to adapt this contract as
necessary.
Mode of Transfer
Electronic Transfer
At the latest on the Date of Transfer defined
above, the Seller initiates the transfer of the
complete agreed quantity of Guarantees of
Origin (defined in clause 6) to the Buyer’s AIB
account (defined in clause 3).
10. Invoicing and
Payment
Confirmation of completed
transfer
The Buyer confirms to the Seller the receipt of
the Guarantees of Origin according to the
provisions of the EECS Rules and applicable
Domain Protocol.
Invoicing Date
The Seller will invoice the Buyer for the EECS
Certificate(s) transferred into the account
within ten (10) business days after transfer.
“Business Day” means a day (other than
Saturday or Sunday) on which the banks in the
jurisdiction of the Seller and the Buyer are open
for general business.
Payment Due Date
“Due Date” shall be on the 20th business day
after receipt of an invoice. At the latest on the
Due Date, the Buyer transfers the invoiced
amount to the Seller’s bank account defined in
clause 2. Absent a
differing agreement
between the Parties, the payment shall be
made in Swiss Francs (CHF). The Buyer shall
cover all transfer expenses.
The Buyer’s payment duty is considered
fulfilled if the Total Contract Price is transferred
to the Seller’s bank account on or before the
Due Date.
11. Warranties of the
Seller
Default Interest Rate
As from the Due Date the Seller shall be
entitled to charge default interest at a rate of
three (3) percentage points above the onemonth EURIBOR interest rate released on the
Payment. Further damages caused by delay
may be claimed.
Accounting Limitation
Joint accounting of the Total Contract Price
with other claims toward the Seller is
prohibited.
Option Pre-Payment
For auctions that are marked with the “PrePayment” option, the transfer of the EECS
Guarantees of Origin shall be made only after
invoicing and successful receipt of payment by
the Seller.
Seller hereby warrants that on the Date of Transfer (as defined in clause 9):
- Seller is the owner of the Guarantees of Origin and is entitled to dispose,
deliver and transfer the Guarantees of Origin;
- No other Party can claim any right to the Guarantees of Origin and that the
Guarantees of Origin are not subject to any pledge interest or other
encumbrance;
- the Guarantees of Origin are transferable; and
- the Guarantees of Origin adhere to the specifications made in this contract,
particularly in clause 4.
No Certificate properties beyond those explicitly defined in this contract are to
be expected by the Buyer. No legal or material guarantees apply beyond those
explicitly described in this document.
12. Warranties of Buyer Each Party declares to the other Party that at the time of signature:
and Seller
- It is an EECS registration database account holder at the Domain defined
above;
- It has entered into this contract as part of its business as usual and this
Agreement was negotiated by the two Parties individually;
- There are no criminal or administrative proceedings pending or to be expected
that it will be involved in that to its best judgment might prevent the orderly
fulfilment of this contract;
- It is fully aware of the material scope of this contract and is able to bear the
risks associated with it.
- It routinely enters into agreements on the trade of electricity or related legal
transactions and may therefore be regarded as an experienced market
participant.
- It shall observe the EECS Rules and Regulations of the applicable Domain
Protocol in the fulfilment of this contract.
13. Limitation of
Liability
The liability of each Party, irrespective of the legal base from which specific
entitlements might be claimed, for any actions, omissions or failures of its own,
its employees, officers, contractors and/or agents, that cause any damage, loss,
cost or expense incurred by the other Party is limited to an amount equal to the
Total Contract Price and to the fact that the damage is not due to gross
negligence, intentional default or fraud of the Party, its employees, officers,
contractors or agents used by such Party in performing its obligation under the
Agreement.
The liability does in no event include any indirect or consequential damages, loss
of profit, business opportunity, goodwill or anticipated savings.
Each Party use best effort to mitigate in a commercially reasonable manner its
damage, loss, cost or expense in connection with the Agreement.
14. Force Majeure
“Force Majeure” means any event or circumstance beyond the reasonable
control of the Party claiming the Force Majeure (the “Claiming Party”) which it
could not reasonably have avoided or overcome or which makes it impossible for
the Claiming Party to perform its obligations under this Agreement, including,
but not limited to, suspension, failure or malfunction of EECS Transfer System
which prevents the Transfer or acceptance of the Guarantees of Origin.
If the Claiming Party is fully or partly prevented, hindered or delayed in its
performance of any of its obligations under this Agreement by reason of Force
Majeure, then the Claiming Party is relieved of such obligations and liabilities
towards its counterparty to the extent that it is prevented by Force Majeure
from complying with them, subject to the remaining provisions of this clause, as
long as:
(a) the Claiming Party informs its Counterparty in writing as soon as
reasonably practicable that an instance of Force Majeur is to be
expected or has taken place.
(b) the Claiming Party uses all reasonable endeavors to terminate or
overcome the event or circumstance constituting Force Majeure and
resumes full performance of its obligations as soon as reasonably
practicable.
If the Claiming Party is relieved from its obligations due to Force Majeure, the
corresponding obligations of its Counterparty shall also be relieved.
The Claiming Party is obliged to use best effort to mitigate in a commercially
reasonable manner its damage, loss, cost or expense in connection with such an
incident.
If the Buyer is hindered in its contractual payment obligations due to Force
Majeure, the payment can be postponed for as long as necessary until the
reason of hindrance has been overcome. The Buyer may not be charged with
default interest for the duration of delay that is due to Force Majeure.
15. Change in Law
In case of any change in an applicable law or regulation that a) renders the
transfer illegal or b) renders it impossible for a Party to comply with its
contractual obligations, the Parties bilaterally work towards an agreement within
30 days. In case no agreement is achieved, all contractual obligations are
dissolved.
Where an event or circumstance that would otherwise constitute Force Majeure
also constitutes Change in Law, it is to be treated as Change in Law and not as
Force Majeure.
16. Confidentiality
Neither Party shall disclose the terms of the Agreement ("Confidential
Information") to a third Party.
Confidential Information shall not include information which:
(a) is disclosed with the other Party's prior written consent;
(b) is disclosed by a Party to the Issuing Bodies, its directors, employees,
affiliates, agents, professional advisers, bank or other financing
institution, rating agency or in- tended assignee;
(c) is disclosed to comply with any applicable law, regulation, or rule of any
exchange, system operator or regulatory body, or in connection with
any court or regulatory pro- ceeding; provided that each Party shall, to
the extent practicable and permissible under such law, regulation, or
rule, use reasonable efforts to prevent or limit the disclosure and to
give the other Party prompt notice of it;
(d) is in or lawfully comes into the public domain other than by a breach of
this provision;
This confidentiality obligation shall expire two (2) years after the Trade Date.
17. Termination
With the signature this contract shall enter into force and shall stay in effect until
all contractual obligations are fully met by both Parties.
This Agreement may be terminated at any time for one or more of the following
events. If a termination event with respect to one Party has occurred and is
continuing, the other Party may terminate the Agreement without any juridical
intervention by giving its Counterparty a notice in writing, allowing it at least 5
business days to react. As termination events are understood: Failure of a Party
to make a payment when required; failure of a Party to initiate transfer of the
Guarantees of Origin on the date of transfer or failure of a Party to accept the
transfer of the Guarantees of Origin; failure to fulfil the obligations to pay; the
termination of one or multiple other contracts for grave reasons between the
same Parties. This Agreement is automatically terminated immediately in case of
bankruptcy, insolvency or liquidation of a Party whether voluntarily or
involuntarily. In the event of termination, all transfer and payment obligations
are canceled.
The Defaulting Party is obligated to pay compensation to the Non-Defaulting
Party for the damages caused. The amount of compensation is determined by
the terminating Party and is composed of:
(a) The actual costs incurred (broker fees, attorney fees, etc.); and
(b) either (i) the difference between the agreed total contract price and the
higher costs or lower earnings from a respective covering transaction,
limited to an amount equal to the total contract price, or (ii), if no covering
transaction is made, 10% of the total contract price.
In the event of termination, the outstanding payment becomes due at the
Termination Date and the Non-Defaulting Party will be entitled to undertake any
action in accordance to the applicable law in order to collect the outstanding
payment.
18. Assignment
Neither Party shall be entitled to assign any of its rights or obligations under this
Agreement to any person, without the prior written consent of the other Party.
Such consent may not be unreasonably refused, withheld or delayed. Each Party
shall be entitled to assign or transfer its rights or obligations without the prior
consent of the other Party to an affiliate for which it holds at least 51% of voting
rights or shares.
The Guarantees of Origin are transferable without limitations.
19. Severability
In the event that any provision of this Agreement is declared invalid or
unenforceable by a court of competent jurisdiction in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent declared
invalid or unenforceable without affecting the validity or enforceability of the
other provisions of this Agreement, and the remainder of this Agreement shall
remain binding on the Parties hereto. However, in the event that any such
provision shall be declared unenforceable due to its scope, breadth or duration,
then it shall be modified to the scope, breadth or duration permitted by law or
governmental or regulatory authority and shall continue to be fully enforceable
as so modified.
20. Amendments
Any amendments or additions to this Agreement shall be made in writing and
shall have no effect unless signed by the duly authorised representatives of the
Parties. This applies also to the amendment or suspension of this clause.
21. Governing Law
This Agreement is subject to Swiss substantive law to the exclusion of the Vienna
Sales Convention (SR 0.221.211.1).
22. Jurisdiction
The ordinary courts of Zürich, Switzerland shall have unlimited jurisdictionin
disputes arising under this Agreement.
Seller [City] .........................................................
[Date] .....................................................................
.............................................................................
[Signature]
..............................................................................
[Signature]
..............................................................................
[First Name] [Last Name]
..............................................................................
[First Name] [Last Name]
.............................................................................
[Position]
..............................................................................
[Position]
Buyer [City].........................................................
[Date] .....................................................................
.............................................................................
[Signature]
..............................................................................
[Signature]
..............................................................................
[First Name] [Last Name]]
..............................................................................
[First Name] [Last Name]
.............................................................................
[Position]
..............................................................................
[Position]