Commercial Customers: Terms & Conditions of Service | Pennsylvania

ENERGY SUPPLY SERVICES AGREEMENT: This Energy Supply Services Agreement (“Agreement") is entered into by and between New Wave Energy Corporation (“Supplier”, “NWEC”) and the Customer (“Customer”), listed on page one (pg.1), herein, and/or on an attached Addendum A. The Supplier and the Customer agree to the purchase and sale of the energy commodities for the terms and rates as outlined below. Herein, Supplier and Customer may be individually referred to as “Party” or collectively as “Parties”.

Background: New Wave Energy Corp. is licensed by the Pennsylvania Public Utility Commission to offer and supply natural gas services in Pennsylvania. Supplier license number is: 1218064.

Billing: New Wave Energy Corp. will bill the Customer monthly for natural gas supply based upon natural gas consumption as reported to New Wave Energy Corp. by the Local Distribution Utility (Utility). Customer will be billed under one of the following billing options: (1) a line item on a consolidated Utility bill; or (2) as a direct bill from New Wave Energy Corp. for only the energy supply, with the delivery charges being separately invoiced by the Utility. Customer will be sent a monthly invoice for natural gas service, due and payable by check or other acceptable method of payment by the stated due date on the invoice. If invoicing under a consolidated utility billing method, New Wave Energy Corp.’s energy charge does not include applicable federal, state, and local taxes and charges nor does it include current Utility charges associated with the delivery of Customer’s natural gas.

Payment Instructions for Direct Billed Accounts: Bills are due and payable by the stated due date on the invoice and will be subject to a finance charge for any late payment (at the lesser of 1.5% per month or the maximum rate permitted by applicable law) and collection fees, including reasonable attorneys' fees and court costs. A fee of $30 per transaction will be assessed due to insufficient funds for any method of payment. All direct payments by Customer under this Agreement will be remitted to New Wave Energy Corp., PO Box 42 Bowmansville, NY 14026.

Term and Automatic Renewal: The initial term of this Agreement is as listed in your Plan Description. Customer will receive reminders of upcoming Agreement expiration ninety (90) days, sixty (60) days and thirty (30) days prior to the expiration of the term of this Agreement. Upon completion of the initial term, If Customer does not cancel service or renew on a new New Wave Energy Corp. plan, service will automatically continue with New Wave Energy Corp. on a with a variable rate for a one (1) year term. Customer will continue on New Wave Energy Corp.’s Default Variable Plan for subsequent one (1) year periods unless cancelled by Customer or New Wave Energy Corp., with forty-five (45) days written notice, or as otherwise applicable in this Agreement. Terms and Conditions applicable to the New Wave Energy Corp. Default Variable Plan will be made available to Customer via mail or Web site ( approximately ninety (90) days prior to the end of the initial term. Cancellation must be in writing and mailed to New Wave Energy Corp, Customer Service, 434 Delaware Ave., Buffalo, NY 14202.

Credit: If at any time, Customer does not meet NWEC’s commercially reasonable creditworthiness standards, NWEC may require Customer to provide performance assurance in a form and amount reasonably acceptable to NWEC such as a letter of credit, third-party guarantee, deposit or prepayment. If Customer fails to provide such assurance within five (5) business days after notice from NWEC, then NWEC shall have no obligation to supply Customer with Power or Natural Gas and may suspend deliveries, terminate this agreement and all associated transactions, and liquidate any commodity purchased for delivery to Customer during future periods.

Right of Rescission: Under the Pennsylvania Public Utilities Commission (PUC) rules, Customer has three (3) business days following receipt of these Terms and Conditions to rescind, without charge, penalty or liability, the choice of New Wave Energy Corp. as an natural gas energy supplier and this Agreement. To cancel, Customer may call New Wave Energy Corp. 716-887-9700 or 1-855-998-WAVE toll-free during normal business operational hours. Customer may also fax to New Wave Energy Corp. a detailed written request to cancel services during mentioned cancellation period at 1-866-316-9366.

Dispute Resolution: New Wave Energy Corp.’s Customer Service is available at 716-887-9700 to help with any questions or concerns regarding Customer accounts. New Wave Energy Corp.’s agents are committed to resourcefully finding resolution; however, if the dispute cannot be settled within one-hundred and twenty (120) days of receipt of written notification, either party may present the dispute to a venue of competent jurisdiction for review such as small claims court, mediation, arbitration, etc. Customer may also contact the Pennsylvania Public Utility Commission (“PUC”) Utility Choice Hotline at 1-888-537-7431. Customer may also write to the PUC at PO Box 3265, Harrisburg, PA 17105-3265.

Meter Equipment: New Wave Energy Corp. does not take ownership of the Customer’s current metering equipment. While the Customer has an effective natural gas energy sales Agreement with New Wave Energy Corp., New Wave Energy Corp. has the right to install new metering equipment, at New Wave Energy Corp.’s expense.

Historical Usage and Credit Data: Customer consents to New Wave Energy Corp.’s request of historical usage and credit data from Utility and other agencies as appropriate in order to assist in estimating Customer usage requirements and creditworthiness for supply purposes. The usage data will be used for appropriate analysis, scheduling and purchase of natural gas for the Customer.

Termination of Service: New Wave Energy Corp. may terminate service to the Customer for a Customer Event of Default. The Customer will then receive natural gas energy service from Utility or will be given the opportunity to choose a different natural gas energy provider, according to procedures and options provided by the rules of the local Program. Customer will be responsible to pay for energy consumed before service was terminated.

Customer may terminate this Agreement at any time during the initial term by giving New Wave Energy Corp. at least forty-five (45) days written notice. Termination of this Agreement prior to the expiration of the initial term by the Customer will result in an Early Termination Fee (ETF).

Early Termination Fee is equal to the Remaining Contract Quantity times the greater of (i) Contract Price less Market Price at the time of Termination, or (ii) $0.06/ccf.

Remaining Contract Quantity means the total estimated usage for the period remaining in the Term of this Agreement at the time of termination, based on the historical consumption for the Account(s). Market Price means the fixed rate or basis rate at which New Wave Energy Corp. would provide service for the remaining term for comparable Account(s) and usage as of the date this Agreement is terminated.

The Early Termination Fee shall be waived if Customer provides satisfactory documentation to New Wave Energy Corp. demonstrating that the business has been closed, moved or sold.

Disconnection of Service: Only the local Utility has the ability to disconnect your service. Failure to make full payment of the charges due hereunder will be grounds for disconnection in accordance with Pennsylvania rules on the termination of service to nonresidential customers.

Events of Default: An “Event of Default” shall mean: (a) for the Customer, (i) the failure to make, when due, any payment required under this Agreement or (ii) the failure to take natural gas supply when delivered under terms of this Agreement if such failure is not cured within ten (10) Business Days after giving written notice as defined below; or (iii) the significant downgrading of Customer’s credit rating since the Effective Date of this Agreement (b) in the case of New Wave Energy Corp., the failure to fulfill its obligations as set forth in this Agreement with regard to (i) contract price, (ii) contract term, (iii) contract volume and (iv) timely invoicing for power deliveries, in each case, if such failure is not cured within ten (10) Business Days after giving Notice as defined below; or (c) if either Party (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or have such petition filed against it and such petition is not withdrawn or dismissed for twenty (20) Business Days after such filing or (ii) be unable to pay its debts as they fall due and such inability is not cured within ten (10) Business Days after giving written notice.

Remedies for Customer Event of Default: In the event of a Customer Event of Default, New Wave Energy Corp. has the right to terminate this Agreement in accordance with the Termination of Service provision. In lieu of termination, New Wave Energy Corp. may, at its discretion: (i) require an additional deposit from Customer; (ii) request advance payment of an amount up to the average historical consumption for the last three (3) month period.

Collection of Past Due Charges: New Wave Energy Corp. will pass through to Customer all charges related to the collection of past due invoices, including, but not limited to, collection agency fees, legal and court fees, and account termination fees. New Wave Energy Corp. reserves the right to apply any deposit to balances owed at the time Customer’s account is placed in a collections status.

Natural gas Emergencies and Power Quality: The Utility will continue to operate the natural gas transmission lines and to maintain responsibility for power outages and for power quality. Customer will hold New Wave Energy Corp. harmless in the event of a loss of power caused by any entity other than New Wave Energy Corp.. If Customer has an natural gasal emergency, power outage, or reduction in power quality, Customer should contact the Utility at its emergency number.

Material Change: New Wave Energy Corp. will provide the Customer with 45 calendar days advance written notice of any material change in the Terms of Service, either in its bill or in a separate mailing. The changes will become effective on the date stated in the notice unless Agreement is cancelled by the Customer. Customer may cancel Agreement no later than 10 calendar days before the effective date of the material change.

Notices: All notices and similar correspondence will be in writing and delivered as specified in this Agreement to both Customer and New Wave Energy Corp., as applicable, by regular mail, courier, electronic mail, or facsimile. Notice will be effective upon receipt by the person to whom it is addressed.

Contract Assignment: Neither Party shall assign this Agreement without the prior written consent of the other party, provided, however, that New Wave Energy Corp. may assign the accounts, revenues and proceeds arising from the Agreement to credit providers and New Wave Energy Corp. may grant a lien upon its rights under this Agreement to credit providers (or to an agent thereof). New Wave Energy Corp. may also assign its rights and obligations under this Agreement to certain backup service providers (“Service Providers”) under contracts to perform services such as invoicing and power scheduling. Any such credit provider (or agent thereof) who has been assigned this Agreement may directly enforce New Wave Energy Corp.’s rights under this Agreement and may assign New Wave Energy Corp.'s rights under this Agreement upon foreclosure or other exercise of remedies by such credit providers (or agent thereof). Customer shall have the right to assign this Agreement to an entity controlled by, controlling, or under common control with, Customer. Additionally, notice of default shall not be effective until notice is given and agreed to in writing by Customer and New Wave Energy Corp..

Publicity: New Wave Energy Corp. shall be entitled to disclose and publicize the identity of Customer as a client of New Wave Energy Corp. and display Customer’s logo on its Web site.

Force Majeure: If either Party is unable to perform its obligations under this contract due to force majeure, other than Customer's obligation to pay for electric and/or natural gas delivered hereunder, performance of such obligations shall be suspended until the force majeure is corrected. The Party claiming such inability shall give written notice thereof to the other Party as soon as practicable after the occurrence of the force majeure. Force majeure shall mean acts of God, strikes, lightning, fires, floods, explosions, storms or storm warnings, breakage of machinery, transmission lines, or pipelines, freezing of wells or pipelines, sudden failure of gas or electric supply, grid constraints, failure or curtailment of firm transportation, increased capital or collateral requirements imposed by the grid operator, or systems operator ("IS0", "PJM", "Transco"), and any other causes not within the control of the Party claiming force majeure. Any suspension of obligations under this paragraph shall not extend the term of this Agreement. During any curtailment caused by force majeure, Customer's contracted electric and/or natural gas rate shall be subject to change at Supplier's discretion.

Indemnity: Each party to this Agreement shall indemnify, defend and hold harmless the other from and against any claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to natural gas energy is vested in such party.

Representations and Warranties: The natural gas supplied by New Wave Energy Corp. under this Agreement will be purchased from a variety of sources. New Wave Energy Corp. makes no representations or warranties other than those expressly set forth in this Agreement, New Wave Energy Corp. expressly disclaims all other warranties, express or implied, including warranties of merchantability, conformity to models or samples, and fitness for a particular purpose.

Limitations of Liability: Liability for damages not excused by reason of force majeure or otherwise shall be limited to direct actual damages. Neither party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profits or penalties of any nature which are hereby waived, whether or not there was actual knowledge of such possible damages, or if such damages could have been reasonably foreseen. These limitations apply without regard to the cause or responsibility of any liability or damage.

Governmental Authority: New Wave Energy Corp. is not liable for any damages due to an interruption in service caused by acts of any governmental authority or changes in laws, rules, regulations, practices or procedures of any governmental authority.

Execution: Acceptance of the Customer’s Agreement by New Wave Energy Corp. will be signified by New Wave Energy Corp.’s mailing of a Welcome Kit which includes a Plan Description, a copy of the Terms and Conditions and confirmation of the rate and term of the Agreement. Signature by New Wave Energy Corp. is not required to execute this Agreement.

Entire Agreement: The signed Agreement, including these Terms and Conditions and the New Wave Energy Corp. Plan Description constitute the entire Agreement (“Agreement”) for the purchase of natural gas energy supply between the Customer and New Wave Energy Corp., relating to matters set forth in them. They take the place of any and all prior Agreements and understandings, oral or written about New Wave Energy Corp. supplying natural gas energy to the Customer. The Customer should keep this Agreement for his/her records.

By completing the form on the website, Customer acknowledges that he/she is the legal owner or authorized decision maker for the purchase of natural gas energy for the Account(s) listed on this Agreement, Customer has received a copy of this Agreement, and has read and understands it. Customer agrees to be bound by the terms of this Agreement.

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