SELECT YOUR STATE TO VIEW
Terms & Conditions
New York
TERMS & CONDITIONS AND ESCO BILL OF RIGHTS (ELECTRICITY)
TERMS & CONDITIONS
Agreement to Sell and Purchase Energy. This is a binding agreement (“Agreement”; “Contract”) between New Wave Energy (“Supplier”; “New Wave; “NWE”) and the customer referenced above (“Customer”) under which, starting on the next meter read date after the requested Start Month listed above, or on the next available meter read date occurring after execution of the Agreement, and unless stated otherwise, New Wave agrees to coordinate the sale and Customer agrees to purchase and receive the quantity of electricity and/or natural gas necessary to meet Customer’s requirements at the Customer’s facilities at the rate and for the terms as described in the Agreement. Supplier will arrange for the delivery of electric and/or natural gas service to the respective local distribution utility or utilities (“Utility”) for delivery to Customer’s facilities as specified in this Agreement. New Wave, in its sole discretion, is authorized to select on behalf of Customer such sources of electric generation or natural gas procured as it deems appropriate for the Customer’s location(s). Customer authorizes New Wave to execute on its behalf any documents necessary to effectuate any such election, and Customer authorizes New Wave, and designates New Wave as its agent, to enroll the Customer’s location(s) with its Utility(ies) for supply services consistent with this Agreement. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer's invoices for a period of up to two (2) full billing cycles. NWE and customer can collectively be referred to as “Parties”.
Definitions. “New Wave”, “NWE”, “Supplier”, “us”, “we”, “our” means New Wave Energy and refers to the retail electricity provider supplying energy services to you as provided in these Terms of Service. “Customer”, “you”, or “your” means the customer identified herein, in the Disclosure Statement, Voice Authorization, or Written Authorization and as addressed in the Customer Information section as identified on page one (1) of this Agreement or herein.
Term. For Variable Rate service this Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to NWE is deemed effective by the LDC, and shall continue for thirty-six (36) months thereafter (the “Initial Term”). Unless otherwise agreed to upon completion of the Initial Term, this Agreement will renew on a variable rate methodology continuing until terminated by either party with no change to the remaining terms (the “Renewal Term”). Customer understands this section as the auto-renewal section of this agreement and hereby waives NY GBL 5-903 and all Customer’s equities and rights under NY GBL 5-903. Either party may cancel or terminate this Agreement by providing 30 days’ advance written notice of termination to the other party.
Right of Rescission. Residential customers may rescind this agreement by calling within three (3) business days of receipt of the sales agreement by calling supplier at 1-855-998-WAVE or by email at support@nwaveenergy.com.
Price and Billing. The price for all electricity sold under this Agreement shall be a green variable price produced by the generation of energy from renewable resources by retiring renewable energy certificates (RECs). RECs represent the environmental attributes associated with the applicable amount of renewable energy generation from various renewable sources that comply with the appropriate locational and delivery requirements. RECs will be purchased and retired to satisfy the percentage of renewable generation guaranteed by this agreement. The renewable mix provided under this agreement will be supplied to customer using a fifty-percent (50%) or greater Renewable Energy Standard (RES) obligation for the current year. The obligation will be met by the Supplier purchasing RECs from eligible renewable generators through NYGATS, or by purchasing eligible RECs from NYSERDA, or by the Supplier’s natural, or predetermined state mix and attributes, or by procuring RECs from eligible renewable generators through bilateral contracts, or by entering into bundled energy and REC purchase agreements with eligible renewable generators, or by making Alternative Compliance Payments (“ACP”) to NYSERDA. The variable price is set solely by NWE at its discretion which shall each month reflect the cost of electricity obtained from all sources (including energy, capacity, settlement, ancillaries, and other charges) plus (+) (i) related transmission charges and other market-related factors, (ii) applicable taxes, fees, charges or other assessments, (iii) all Network Integration Service Rates (NITs); (iv) Auction Revenue Rights (“ARR”); (v) Renewable Portfolio Standards (“RPS”) compliance costs, and any other miscellaneous recovery charges (including, but not limited to, ISO/RTO/PJM electric-related assessments); (vi) Consumption Activity Taxes (“CAT”); (vii) Clean Energy Standard costs, and (ix) NWE’s costs, expenses, profits and margins. Your prices will then vary from month to month and are calculated on a blend of PJM/ISO settled wholesale prices and any hedges, if applicable, bought for NWE’s aggregated load plus all applicable taxes, fees, charges or other assessments and NWE’s costs, expenses and margins. NWE may change its margins substantially each month. These prices exclude applicable state and local sales taxes. Conditions of variability are tied to the wholesale cost for power, capacity, business and economic conditions, and transmission costs. There is not a limit on how much the price may change from one billing cycle to the next. The price can change on each invoice. The customer will not know the price until the time of billing. Customer’s billing format and methodology is at the sole discretion of the Supplier. In most cases, Customer will receive a single, consolidated bill (“Consolidated Bill”) for both commodity and delivery/distribution charges from the Utility(ies). Customer acknowledges that Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or Independent Systems Operator’s (“ISO”’s, “PJM”, “ISO/PJM”) ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility or ISO/PJM exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) or ISO/PJM to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full to Customer’s Utility(ies) in accordance with the terms specified by the Utility(ies). Late and overdue payments shall be subject to a late payment fee which, for commercial or Mercantile customers will be fifteen percent (15%) of the overdue balance per month, and for Residential and Small Commercial customers will be one and one-half percent (1.5%) of the overdue balance per month; or (ii) the maximum amount allowed by law. Customer will be charged twenty ($20) dollars for returned payments. Alternatively, Supplier can cancel this Agreement for any and all late payment amounts, partial payments, overdue payments, or past due notices immediately and return the Customer back to Customer’s Utility. If Customer fails to pay any amount when due, including early termination fees, Customer will be responsible for all of Supplier’s reasonable costs of collection, including accumulated interest and reasonable attorney’s fees. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date.Failure by Customer to make payment, in accordance with this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement immediately and collect any and all past due amounts, plus interest and reasonable attorney’s fees related to the breach. This Agreement and any billings, invoices and payments associated with this Agreement shall not be subject to any audit by a third-party as authorized or as contracted by Customer. Customer will be entitled to a refund of any substantial overcharges discovered within twelve (12) months after such billing date if Customer makes a claim within two (2) months of discovery from the billing date. Supplier will likewise be entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within twelve (12) months of discovery. Local Utility companies have the exclusive ability to disconnect Customer’s service. Supplier does not have this ability or authority. Failure to make full payment of charges due as outlined herein and sent via invoice, and failure to pay electricity or natural gas utility charges, may result in Customer being disconnected by the utility.
Assignment. Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, sale of company, purchase of accounts receivables program or billing services agreement, and may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity without Customer’s consent. If Customer is assigned, controlled, is sold or is transferred to another party, this Agreement shall survive and shall transfer to the other party even in an asset sale.
Cancellation. Customer may cancel this Agreement by contacting NEW WAVE at 1-855-998-WAVE or by email at support@nwaveenergy.com at least thirty (30) days in advance of such request. NEW WAVE may cancel or alter this agreement at any time upon providing written notice to Customer via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, LDC bill messaging, or Facsimile . Common reasons for NEW WAVE to cancel this agreement would include Non-Payment – If your electricity is terminated by your EDC, then this agreement is cancelled on the date that your electric service is terminated. You will owe us for amounts unpaid for our charges for electricity generation service up to the date of termination. Customer Move – If the customer moves from the address listed above, this agreement is cancelled. If we cancel this agreement for any reason other than for customer non-payment, we will follow applicable rules in providing notice to you. Creditworthiness: If at any time, you do not meet NEW WAVE’s commercially reasonably credit standards, NEW WAVE may terminate this Agreement. Upon cancellation Customer is still responsible for paying any of New Wave’s charges for electricity generation supply for service up to the date that the cancellation is processed by the EDC.
Notices. All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Cost Savings Analyses. At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way, constitute or guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by the Customer for the Supplier to retrieve, orally or written, obtained from the Utility and authorized by the Customer, or by a Utility bill provided by the Customer, and future energy market projections.
Information Release Authorization. Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies and the following information from the Utility(ies): consumption history; billing determinants; utility account number; credit information; participation in utility low income discount programs; existence of medical emergencies, status as to whether Customer has a medical emergency, is human needs, elderly, blind or disabled and data applicable to cold weather periods under PSL § 32 (3); and information pertaining to PSL § 33, tax status and eligibility for economic development or other incentives. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law. If at any time, Customer does not meet New Wave’s commercially reasonable creditworthiness standards, New Wave may require Customer to provide performance assurances in a form and amount reasonably acceptable to New Wave 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 New Wave, then New Wave shall have no obligation to supply Customer with Electricity 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. Customer’s execution of this Agreement shall constitute authorization for the release of this information to New Wave. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to New Wave at the address listed on this Agreement. New Wave reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
Customer Protection. Customer may contact Supplier’s Customer Service Department at 1-855-998-WAVE. This contract is governed by the Terms and conditions of this agreement and the New York State Public Service Commission rules and regulations (Orders) including the Uniform Business Practices (UBP) and other applicable requirements including the NYS Home Energy Fair Practices Act (HEFPA) for residential customers. Customer may obtain additional information by contacting the Department of Public Service (“DPS”) at 1-800-342-3377, or by writing to New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223.
Agency-Electric. Customer hereby designates New Wave as agent to; (a) arrange and administer contracts and service agreements between Customer and New Wave and those entities including the PJM Interconnection/ISO engaged in the generation, transmission and delivery of Customer electricity supplies; and (b) nominate and schedule with the appropriate entities including the EDC for the delivery of electricity to the Delivery Point and the Customer’s end-use premises. New Wave as agent for the Customer will schedule the delivery of adequate supplies of electricity that meet the Customer’s requirements as established by the EDC and in response to information provided by the EDC. These services are provided on an arm’s length basis and market-based compensation may or may not be included in the rate noted above.
Delivery and Title. New Wave will deliver all electricity sold under this Agreement to the NYISO load bus or Utility City Gate, located outside of the municipality where Customer resides (the “Delivery Point”). Title to, possession of, and risk of loss of gas and/or electricity sold under this Agreement will pass from New Wave to Customer at the Delivery Point such that the sale originates and is consummated outside of the Customer’s municipality. (For avoidance of doubt, the Delivery Point shall in all cases be located outside of Customer’s municipality, regardless of where the NYISO load bus or Utility City Gate is located). After delivery to the Delivery Point, Customer will be deemed to be in exclusive control and possession of the gas and/or electricity and responsible for any injury, damage, or loss.
Force Majeure. New Wave will make commercially reasonable efforts to provide electricity hereunder but does not guarantee a continuous supply of electricity to Customer. Certain causes and events out of the control of New Wave ("Force Majeure Events") may result in interruptions in service. New Wave will not be liable for any such interruptions caused by a Force Majeure Event, and New Wave is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include, but are not limited to, acts of God, fire, flood, storm, terrorism, war, civil disturbance, accidents, strikes, labor disputes or problems, cyber-security incidents, pandemics and other health emergencies, operational flow orders, sudden failure of electric or gas supply, grid constraints, freezing of wells or pipelines, required maintenance work, inability to access the local distribution utility system, non-performance by the utility (including, but not limited to, a facility outage on its electricity distribution lines), or any other cause beyond New Wave’s control. 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.
Dispute Resolution/WAIVER OF JURY TRIAL/NO CLASS ACTION. The parties shall attempt in good faith to resolve any disputes, claims, or controversies arising out of or relating to this Agreement promptly by negotiation. Customer should contact New Wave by telephone or in writing using the Supplier’s contact information as provided in this Agreement. The Department of Public Service will not resolve non-residential disputes associated with the services provided under this Sales Agreement. For non-residential customers, if the parties are unable to resolve the disputes, claims, or controversies through negotiation, the parties agree that the disputes, claims, or controversies shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. For a dispute involving a residential customer, either party may submit a complaint to DPS by calling the DPS at 1-800-342-3377 or by writing to the DPS at New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at: www.dps.ny.gov. Whether residential or non-residential, the customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. Any arbitration, suit, action, or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff or similar basis. NWE AND CUSTOMER UNDERSTAND THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND WILLINGLY WAIVING THE RIGHT TO A TRIAL BY JURY AND CUSTOMER IS WAIVING THIER RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION. No action, regardless of form, relating to this Agreement, may be brought by either party more than one year after the cause of action has accrued.
Limitations of Liability. The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit 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. The limitations apply without regard to the cause or responsibility of any liability or damage.
Confidentiality. The contents of this Agreement, including but not limited to price and pricing terms, and all other documents exchanged between the Supplier and Customer related to this Agreement are confidential and shall not be disclosed to any third party without mutual written consent of the Parties. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display the Customer’s logo on Supplier’s Website and other advertisement literature.
Governing Law/Venue. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to the application of any otherwise applicable conflicts of law principles. Venue for any proceeding (including, but not limited to all meetings, arbitrations, dispute resolutions, depositions, motions and/or trials) shall be in Buffalo, NY and court proceedings shall be limited to a State of New York Court sitting in Erie County, NY or a Federal Court sitting in Erie County, NY.
Taxes. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on New Wave’s net income, shall be paid by Customer, and Customer agrees to indemnify New Wave and hold New Wave harmless from and against any and all such taxes.
Regulatory/Market Changes and Volatility/and Adjustments. This Agreement is subject to present and future legislation, orders, rules, regulations, decisions, or actions of a duly constituted governmental authority, regulatory body, ISO, PJM or market force having jurisdiction, control, or influence over this Agreement or the services to be provided hereunder. If there is a change in law, rule, regulation, tariff, regulatory structure, market movement, or market force or Supplier’s prediction thereof, which impacts any term, condition, or provision of this Agreement, including, but not limited to, rate, changes in transmission or capacity charges, PJM/ISO/RTO charges, FERC Order 745, 841, and/or 2222 costs, and collateral requirements or there is a change in business conditions, New Wave shall have the right to modify this Agreement to reflect such regulatory change by advising Customer through a bill notification, e-mail, or any other communication Supplier deems appropriate to Customer and to impose pass-through charges, line-items, or other related charges to Customer and Customer agrees to pay such charges. Customer acknowledges that the Agreement Price agreed upon may be adjusted from time to time in accordance with this provision and others herein and agrees to be responsible for such charges.
Emergencies, Outages, & Power Quality and Consistency. The Utility will continue to operate and maintain the infrastructure, including but not limited to, electric transmission lines, wires, and apparatuses. In the event of a gas leak, electric power outage or other emergency, please use the following toll-free numbers to directly contact your utility: Central Hudson Gas & Electric (1-800-527-2714); Rochester Gas & Electric (1-800-743-1701);Orange & Rockland Electric (1-877-434-4100); Orange & Rockland Gas (1-800-533-5325); National Grid (1-800-892-2345); National Fuel (1-800-444-3130); ConEdison (1-800-752-6633); NYSEG (1-800-572-1131).
Warranty. This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and NWE. NWE makes no representations or warranties other than those expressly set forth in this Agreement, and NWE expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.
Entire Agreement. This signed Agreement (“Written Authorization”), or the online or voice recording authorizing Customer’s decision to take service from New Wave (“Online Enrollment”, “Voice Authorization” or “TPV”), coupled with these Terms of Service is binding and is all encompassing and embodies the entire Agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between Parties, whether written or oral, with respect to the subject matter herein. If any provision of this Agreement, in whole or in part, is held by a court or regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remaining conditions shall continue in full force and effect.
TERMS & CONDITIONS AND ESCO BILL OF RIGHTS (NATURAL GAS)
TERMS & CONDITIONS
Agreement to Sell and Purchase Energy. This is a binding agreement (“Agreement”; “Contract”) between New Wave Energy (“Supplier”; “New Wave; “NWE”) and the customer referenced above (“Customer”) under which, starting on the next meter read date after the requested Start Month listed above, or on the next available meter read date occurring after execution of the Agreement, and unless stated otherwise, New Wave agrees to coordinate the sale and Customer agrees to purchase and receive the quantity of natural gas necessary to meet Customer’s requirements at the Customer’s facilities at the rate and for the terms as described in the Agreement. Supplier will arrange for the delivery of natural gas to the respective local distribution utility or utilities (“Utility”) for delivery to Customer’s facilities as specified in this Agreement. New Wave, in its sole discretion, is authorized to select on behalf of Customer such sources of natural gas production procured as it deems appropriate for the Customer’s location(s). Customer authorizes New Wave to execute on its behalf any documents necessary to effectuate any such election, and Customer authorizes New Wave, and designates New Wave as its agent, to enroll the Customer’s location(s) with its Utility(ies) for supply services consistent with this Agreement. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer's invoices for a period of up to two (2) full billing cycles.
Definitions. “New Wave”, “NWE”, “Supplier”, “us”, “we”, “our” means New Wave Energy and refers to the retail natural gas provider supplying energy services to you as provided in these Terms of Service. “Customer”, “you”, or “your” means the customer identified herein, in the Disclosure Statement, Voice Authorization, or Written Authorization and as addressed in the Customer Information section as identified on page one (1) of this Agreement or herein. NWE and customer can collectively be referred to as “Parties”.
Term. For Variable Rate service this Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to NWE is deemed effective by the LDC and shall continue for thirty-six (36) months thereafter (the “Initial Term”). Unless otherwise agreed to upon completion of the Initial Term, this Agreement will renew on a variable rate methodology continuing until terminated by either party with no change to the remaining terms (the “Renewal Term”). Customer understands this section as the auto-renewal section of this agreement and hereby waives NY GBL 5-903 and all Customer’s equities and rights under NY GBL 5-903. Either party may cancel or terminate this Agreement by providing 30 days’ advance written notice of termination to the other party.
Right of Rescission. Residential customers may rescind this agreement by calling within three (3) business days of receipt of the sales agreement by calling supplier at 1-855-998-WAVE or by email at support@nwaveenergy.com.
Price and Billing. The price for all natural gas sold under this Agreement shall be a variable price which is determined by NWE at its sole discretion and shall each month reflect the cost of natural gas obtained from all sources, related interstate pipeline charges, storage and balancing fees and distribution charges and other market-related factors, plus (+) applicable taxes, fees, charges or other assessments and NWE’s costs, expenses, profits and margins. NWE may change its margins substantially each month. Your price per CCF/therm, or applicable utility unit on your initial bill for natural gas is stated on the Customer Disclosure Statement or Customer Summary. These prices will then vary from month to month based on the market conditions. These prices exclude applicable state and local sales taxes. Conditions of variability are tied to the wholesale cost for natural gas, capacity, business and economic conditions, and pipeline conditions and fees. There is not a limit on how much the price may change from one billing cycle to the next. The price can change on each invoice. The customer will not know the price until the time of billing. Customer’s billing format and methodology is at the sole discretion of the Supplier. In most cases, Customer will receive a single, consolidated bill (“Consolidated Bill”) for both commodity and delivery/distribution charges from the Utility(ies). Customer acknowledges that Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or pipeline operator’s ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility or applicable pipeline exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) or pipeline(s) to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full to Customer’s Utility(ies) in accordance with the terms specified by the Utility(ies). Late and overdue payments shall be subject to a late payment fee which, for commercial and Mercantile customers will be fifteen percent (15%) of the overdue balance per month, and for Residential and Small Commercial customers will be one and one-half percent (1.5%) of the overdue balance per month; or (ii) the maximum amount allowed by law. Customer will be charged twenty ($20) dollars for returned payments. Alternatively, Supplier can cancel this Agreement for any and all late payment amounts, partial payments, overdue payments, or past due notices immediately and return the Customer back to Customer’s Utility. If Customer fails to pay any amount when due, including early termination fees, Customer will be responsible for all of Supplier’s reasonable costs of collection, including accumulated interest and reasonable attorney’s fees. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date. Failure by Customer to make payment, in accordance with this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement immediately and collect any and all past due amounts, plus interest and reasonable attorney’s fees related to the breach. This Agreement and any billings, invoices and payments associated with this Agreement shall not be subject to any audit by a third-party as authorized or as contracted by Customer. Customer will be entitled to a refund of any substantial overcharges discovered within twelve (12) months after such billing date if Customer makes a claim within two (2) months of discovery from the billing date. Supplier will likewise be entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within twelve (12) months of discovery. Local Utility companies have the exclusive ability to disconnect Customer’s service. Supplier does not have this ability or authority. Failure to make full payment of charges due as outlined herein and sent via invoice, and failure to pay natural gas supply portions or utility charges, may result in Customer being disconnected by the utility.
Assignment. Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, sale of company, purchase of accounts receivables program or billing services agreement, and may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity without Customer’s consent. If Customer is assigned, controlled, is sold or is transferred to another party, this Agreement shall survive and shall transfer to the other party even in an asset sale.
Cancellation. Customer may cancel this Agreement by contacting NEW WAVE at 1-855-998-WAVE or by email at support@nwaveenergy.com at least thirty (30) days in advance of such request. NEW WAVE may cancel or alter this agreement at any time upon providing written notice to Customer via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, LDC bill messaging, or Facsimile . Common reasons for NEW WAVE to cancel this agreement would include Non-Payment – If your natural gas is terminated by your EDC, then this agreement is cancelled on the date that your natural gas service is terminated. You will owe us for amounts unpaid for our charges for natural gas generation service up to the date of termination. Customer Move – If the customer moves from the address listed above, this agreement is cancelled. If we cancel this agreement for any reason other than for customer non-payment, we will follow applicable rules in providing notice to you. Creditworthiness: If at any time, you do not meet NEW WAVE’s commercially reasonably credit standards, NEW WAVE may terminate this Agreement. Upon cancellation Customer is still responsible for paying any of New Wave’s charges for natural gas generation supply for service up to the date that the cancellation is processed by the EDC.
Notices. All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Cost Savings Analyses. At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way, constitute or guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by the Customer for the Supplier to retrieve, orally or written, obtained from the Utility and authorized by the Customer, or by a Utility bill provided by the Customer, and future energy market projections.
Information Release Authorization. Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies and the following information from the Utility(ies): consumption history; billing determinants; utility account number; credit information; participation in utility low income discount programs; existence of medical emergencies, status as to whether Customer has a medical emergency, is human needs, elderly, blind or disabled and data applicable to cold weather periods under PSL § 32 (3); and information pertaining to PSL § 33, tax status and eligibility for economic development or other incentives. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law. If at any time, Customer does not meet New Wave’s commercially reasonable creditworthiness standards, New Wave may require Customer to provide performance assurances in a form and amount reasonably acceptable to New Wave 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 New Wave, then New Wave shall have no obligation to supply Customer with Natural Gas 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. Customer’s execution of this Agreement shall constitute authorization for the release of this information to New Wave. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to New Wave at the address listed on this Agreement. New Wave reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
Customer Protection. Customer may contact Supplier’s Customer Service Department at 1-855-53-ENERGY. This Agreement is governed by the Home Energy Fair Practices Act for residential customers. Customer may obtain additional information by contacting the Department of Public Service (“DPS”) at 1-888-697-7728, or by writing to New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223.
Agency-Natural Gas. Customer hereby designates New Wave as agent to; (a) arrange and administer contracts and service agreements between Customer and New Wave and those entities including the wholesale natural gas provider or driller or producer or pipeline operator and any other entity involved in consummating the natural gas transaction, transmission and delivery of Customer natural gas supplies; and (b) nominate and schedule with the appropriate entities including the LDC for the delivery of natural gas to the Delivery Point and the Customer’s end-use premises. New Wave as agent for the Customer will schedule the delivery of adequate supplies of natural gas that meet the Customer’s requirements as established by the LDC and in response to information provided by the LDC. These services are provided on an arm’s length basis and market-based compensation may or may not be included in the rate noted above.
Delivery and Title. New Wave will deliver all natural gas sold under this Agreement to the NYISO load bus or Utility City Gate, located outside of the municipality where Customer resides (the “Delivery Point”). Title to, possession of, and risk of loss of gas and/or natural gas sold under this Agreement will pass from New Wave to Customer at the Delivery Point such that the sale originates and is consummated outside of the Customer’s municipality. (For avoidance of doubt, the Delivery Point shall in all cases be located outside of Customer’s municipality, regardless of where the NYISO load bus or Utility City Gate is located). After delivery to the Delivery Point, Customer will be deemed to be in exclusive control and possession of the gas and/or natural gas and responsible for any injury, damage, or loss.
Force Majeure. New Wave will make commercially reasonable efforts to provide natural gas hereunder but does not guarantee a continuous supply of natural gas to Customer. Certain causes and events out of the control of New Wave ("Force Majeure Events") may result in interruptions in service. New Wave will not be liable for any such interruptions caused by a Force Majeure Event, and New Wave is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include, but are not limited to, acts of God, fire, flood, storm, terrorism, war, civil disturbance, accidents, strikes, labor disputes or problems, cyber-security incidents, pandemics and other health emergencies, operational flow orders, sudden failure of electric or gas supply, grid constraints, freezing of wells or pipelines, required maintenance work, inability to access the local distribution utility system, changes in economic or business conditions, non-performance by the utility (including, but not limited to, a facility outage on its natural gas distribution lines), or any other cause beyond New Wave’s control. 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 natural gas and/or natural gas rate shall be subject to change at Supplier's discretion.
Dispute Resolution/WAIVER OF JURY TRIAL/NO CLASS ACTION. The parties shall attempt in good faith to resolve any disputes, claims, or controversies arising out of or relating to this Agreement promptly by negotiation. Customer should contact New Wave by telephone or in writing using the Supplier’s contact information as provided in this Agreement. The Department of Public Service will not resolve non-residential disputes associated with the services provided under this Agreement. For non-residential customers, if the parties are unable to resolve the disputes, claims, or controversies through negotiation, the parties agree that the disputes, claims, or controversies shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. For a dispute involving a residential customer, either party may submit a complaint to DPS by calling the DPS at 1-888-697-7728 or by writing to the DPS at New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at:www.dps.state.ny.us.Whether residential or non-residential, the customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. Any arbitration, suit, action, or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff or similar basis. NWE AND CUSTOMER UNDERSTAND THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND WILLINGLY WAIVING THE RIGHT TO A TRIAL BY JURY AND CUSTOMER IS WAIVING THIER RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION. No action, regardless of form, relating to this Agreement, may be brought by either party more than one year after the cause of action has accrued.
Limitations of Liability. The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit 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. The limitations apply without regard to the cause or responsibility of any liability or damage.
Confidentiality. The contents of this Agreement, including but not limited to price and pricing terms, and all other documents exchanged between the Supplier and Customer related to this Agreement are confidential and shall not be disclosed to any third party without mutual written consent of the Parties. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display the Customer’s logo on Supplier’s Website and other advertisement literature.
Governing Law/Venue. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to the application of any otherwise applicable conflicts of law principles. Venue for any proceeding (including, but not limited to all meetings, arbitrations, dispute resolutions, depositions, motions and/or trials) shall be in Buffalo, NY and court proceedings shall be limited to a State of New York Court sitting in Erie County, NY or a Federal Court sitting in Erie County, NY.
Taxes. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on New Wave’s net income, shall be paid by Customer, and Customer agrees to indemnify New Wave and hold New Wave harmless from and against any and all such taxes.
Regulatory/Market Changes and Volatility/and Adjustments. This Agreement is subject to present and future legislation, orders, rules, regulations, decisions, or actions of a duly constituted governmental authority, regulatory body, ISO, PJM or market force having jurisdiction, control, or influence over this Agreement or the services to be provided hereunder. If there is a change in law, rule, regulation, tariff, regulatory structure, market movement, or market force or Supplier’s prediction thereof, which impacts any term, condition, or provision of this Agreement, including, but not limited to, rate, changes in transmission or capacity charges, PJM/ISO/RTO charges, FERC Order 745, 841, and/or 2222 costs, and collateral requirements or there is a change in business conditions, New Wave shall have the right to modify this Agreement to reflect such regulatory change by advising Customer through a bill notification, e-mail, or any other communication Supplier deems appropriate to Customer and to impose pass-through charges, line-items, or other related charges to Customer and Customer agrees to pay such charges. Customer acknowledges that the Agreement Price agreed upon may be adjusted from time to time in accordance with this provision and others herein and agrees to be responsible for such charges.
Emergencies, Outages, & Power Quality and Consistency. The Utility will continue to operate and maintain the infrastructure, including but not limited to, natural gas transmission lines, wires, and apparatuses. In the event of a gas leak, natural gas power outage or other emergency, please use the following toll-free numbers to directly contact your utility: Central Hudson Gas & Natural gas (1-800-527-2714); Rochester Gas & Natural gas (1-800-743-1701); Orange & Rockland Natural Gas (1-877-434-4100); Orange & Rockland Gas (1-800-533-5325); National Grid (1-800-892-2345); National Fuel (1-800-444-3130); ConEdison (1-800-752-6633); NYSEG (1-800-572-1131).
Warranty. This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and NWE. NWE makes no representations or warranties other than those expressly set forth in this Agreement, and NWE expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.
Entire Agreement. This signed Agreement (“Written Authorization”), or the online or voice recording authorizing Customer’s decision to take service from New Wave (“Online Enrollment”, “Voice Authorization” or “TPV”), coupled with these Terms of Service is binding and is all encompassing and embodies the entire Agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between Parties, whether written or oral, with respect to the subject matter herein. If any provision of this Agreement, in whole or in part, is held by a court or regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remaining conditions shall continue in full force and effect.
Ohio
TERMS & CONDITIONS (ALL UTILITIES EXCEPT DOMINION EAST OHIO)
Background: Contract version number (2023.03.17). This Agreement is entered into by and between New Wave, a certified Competitive Retail Electric Service (“CRES”) and Competitive Retail Natural Gas Service (“CRNGS”) Supplier, and Customer, under which Customer shall obtain electricity generation and/or natural gas supply service from New Wave. New Wave is certified by the Public Utilities Commission of Ohio (“PUCO”) to offer and supply electricity generation and natural gas services in Ohio. New Wave’s PUCO certificate number for electricity generation supply is 17-1185E and 17-579G for natural gas. Customer’s electricity generation and/or natural gas supply prices and charges are specified in this Agreement. The Federal Energy Regulatory Commission (“FERC”) regulates electricity transmission prices and services. The PUCO regulates distribution prices and services. The Customer’s local distribution company (“Utility”, “LDC”, “EDC”) will continue to deliver electricity or natural gas to Customer and provide all emergency repairs and services. New Wave is not affiliated with and does not represent Customer’s Utility.
Agreement To Sell And Purchase Energy: This Agreement is a binding contract between New Wave and the Customer under which, starting on the next meter read date after the requested Start Month listed above, or on the next available meter read date occurring after execution of the Agreement, and unless stated otherwise, New Wave agrees to sell and Customer agrees to purchase and receive the quantity of electricity and/or natural gas necessary to meet Customer’s requirements at the Customer’s facilities associated with the Account(s) listed within this Agreement at the rate and on the terms described in this Agreement. Supplier will arrange for the delivery of electric and/or natural gas service to the respective Utility(ies) for delivery to Customer’s facilities as specified in this Agreement. New Wave, in its sole discretion, is authorized to select on behalf of Customer such sources of electric generation or natural gas procured as it deems appropriate for the Customer’s location(s). Customer authorizes New Wave to execute on its behalf any documents necessary to effectuate any such election, and Customer authorizes New Wave, and designates New Wave as its agent, to enroll the Customer’s location(s) with its Utility(ies) for supply services consistent with this Agreement. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer’s invoices for a period of up to two (2) full billing cycles.
Term: This Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to Supplier is deemed effective by the Utility(ies) and shall continue until the applicable effective end date to fulfill the full term specified on page one of this Agreement (the “Initial Term”). For Residential and Small Commercial customers, this Agreement will automatically renew, upon completion of the Initial Term, to a month-to-month term contract priced at the variable rate described in this Agreement (the “Renewal Rate”), unless terminated by Customer at least thirty (30) days prior to the end of the Initial Term. Thereafter, customer may terminate this Agreement at any time without penalty. For Mercantile Customers, as defined in Ohio Administrative Code Sections 4901:1-21-01 (electric) and 4901:1-29-01 (gas), unless terminated by Customer at least thirty (30) days prior to the end of the Initial Term, this Agreement will automatically renew for successive 12-month terms at the variable rate described in this Agreement (the “Renewal Rate”). Customer and New Wave agree that New Wave has the right to match any Bonafede competing offer at the end of any Initial Term or any Renewal Term. For Residential and Small Commercial customers, New Wave will provide notice to Customer, not less than forty-five (45) days nor more than ninety (90) days prior to the renewal date, of the renewal terms and Customer’s option to reject the renewal terms if such terms are different than those provided herein. NEW WAVE CAN RENEW THIS CONTRACT WITHOUT CUSTOMER’S AFFIRMATIVE CONSENT EVEN WHEN THERE IS A CHANGE IN THE RATE OR OTHER TERMS AND CONDITIONS.
Charges: The rates specified by this Agreement are limited to non-Utility charges and therefore do not include taxes, GRT, or regulated charges from the Utility, including, but not limited to T&D Charges, customer account fees, or other utility charges.
Material Misrepresentations (Mercantile Customers): Mercantile Customers acknowledge that the supply price offered pursuant to any transaction hereunder is based in part on Customer’s representations as stated on page one (1) of this Agreement. For any costs incurred as a result of any variance in the estimated annual kWh/Ccf by the Customer’s Utility or as represented by Customer on page one (1) of this Agreement, Supplier reserves the right to pass through such costs. For any costs incurred as a result of a variance in any other Customer representation on page one (1), or as otherwise represented, that materially impacts Supplier’s costs or profits, Supplier reserves the right to pass through such costs. Alternatively, Supplier may cancel this Agreement, without penalty, and return the Customer back to Customer’s Utility immediately. This paragraph does not apply to residential or small commercial customers.
Fixed Rate Or Fixed Energy: Electricity (“Fixed Products”): Any Fixed Products offered with this Agreement shall be calculated as the per kilowatt hour (“kWh”) rate specified on page one (1) of this Agreement or as stated in the Voice Authorization. Natural Gas: The Fixed Rate shall be calculated as the per one-hundred (100) cubic feet (“CCF”) specified on page one (1) of this Agreement or as stated in the Voice Authorization.
Variable Rate: The Variable Rate for electricity and natural gas is calculated on a monthly basis at New Wave’s sole discretion in response to the following pricing factors (“Pricing Factors”), plus (+) all applicable taxes: publicly available wholesale market pricing for electricity or gas supply, wholesale and retail market volatility and uncertainty, historic and anticipated weather events, historic and anticipated customer usage, legal and regulatory issues, operation costs, costs related to consumer credit or debt, historic and projected supply and hedging costs, prior meter read cycle’s pricing and balancing costs, projected customer bill amounts, service and processing fees and assessments, regulatory and compliance changes and costs, historic and anticipated competitors’ pricing and marketplace conduct, ancillary services and capacity costs, transmission costs, credit costs, balancing costs, winter reliability costs, costs associated with meeting any applicable renewable offerings, NITs, RPS, changes in law, and a profit margin (or adder) determined in the Company’s sole discretion that itself may vary from month to month.. No single factor will determine the Variable Rate charged by Supplier, and the factors considered may be weighted differently each month.
Billing And Payments: Customer will receive a single, consolidated bill (“Consolidated Bill”) for both commodity and delivery/distribution charges from the Utility(ies). Customer acknowledges that Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or Independent Systems Operator’s (“ISO”’s, “PJM”, “ISO/PJM”) ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility or ISO/PJM exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) or ISO/PJM to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full to Customer’s Utility(ies) in accordance with the terms specified by the Utility(ies). Late and overdue payments shall be subject to a late payment fee which, for Mercantile customers will be fifteen percent (15%) of the overdue balance per month, and for Residential and Small Commercial customers will be one and one-half percent (1.5%) of the overdue balance per month. Customer will be charged twenty ($20) dollars for returned payments. Supplier may cancel this Agreement for any and all late payment amounts, overdue payments, partial payments, or past due notices upon fourteen days written notice and return the Customer to Customer’s Utility. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date. Customer may request from Supplier up to twenty-four (24) months of Customer’s payment history for gas services rendered by Supplier without charge. Supplier is entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within two twelve (12) months of discovery.
Delivery And Title: New Wave will deliver all natural gas and/or electricity sold under this Agreement to the PJM zone, load bus or Utility City Gate, located outside of the municipality where Customer resides (the “Delivery Point”). Title to, possession of, and risk of loss of gas and/or electricity sold under this Agreement will pass from New Wave to Customer at the Delivery Point such that the sale originates and is consummated outside of the Customer’s municipality. (For avoidance of doubt, the Delivery Point shall in all cases be located outside of Customer’s municipality, regardless of where the PJM zone or PJM load bus or Utility City Gate is located.) After delivery to the Delivery Point, Customer will be deemed to be in exclusive control and possession of the gas and/or electricity and responsible for any injury, damage, or loss related thereto.
Customer’s Right To Rescission: Residential and Small Commercial customers may rescind this Agreement, without penalty, within seven (7) calendar days (electric) or seven (7) business days (gas) following the postmark date on the Utility’s confirmation notice. Customers wishing to rescind must contact their Utility at its designated local or toll-free number. Following the expiration of the applicable rescission period, if Customer should choose to terminate this Agreement before the expiration of the Term, Customer may be subject to the early termination fee described below in the “Termination of Service” provision. Mercantile Customers have no right to rescind this Agreement without penalty.
Assignment: Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, sale of company, purchase of accounts receivables program or billing services agreement. Subject to PUCO rules and regulations, New Wave may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity.
Account Adds/Drops: Customer may decide to add or drop one (1) or more qualified accounts throughout the Term of this Agreement with respect to leasing, selling, or purchasing metered space. Customer must provide notice to New Wave within thirty (30) days prior to dropping an account due to a sale or lease of contracted metered space to another party by providing New Wave with a letter from the utility, lease agreement, or another form of documentation approved by New Wave (“Approved Documentation”) demonstrating the reason for drop from service. If Customer adds a new account to the Agreement as provided herein, the Customer shall provide New Wave with Approved Documentation demonstrating the reason for adding new service. If Customer drops one (1) or more accounts from this Agreement without providing Approved Documentation, Customer will be liable to Supplier for the Early Termination Fee described herein.
Onsite Generation & Energy Allocations: If, after the date the Customer signed this Agreement, the Customer installs or intends to install onsite generation units; or engages in filing for or receiving discounted replacement energy; receives or engages in filing for a government-subsidized allocation; engages in a community Solar outside of one permitted or controlled by New Wave, or receives any other form of allocated energy not within scope of this Agreement, Supplier may terminate this Agreement at its sole discretion.
Notices: All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, utility bill messaging system, invoice message, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Environmental Characteristics And Electric Generation Mix: Information regarding the generation sources and environmental characteristics of the electricity supplied by New Wave is available at www.NewWaveEnergy.com.
Cost Savings Analyses: At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by Customer for Supplier to retrieve, orally or written, obtained from the Utility and authorized by Customer, or by a Utility bill provided by Customer, and future energy market projections.
Limitations Of Liability: The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which shall not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit or penalties of any nature, 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.
Bid Provision: If this Agreement is attended by, offered during, or is a response to a bid, request for proposal, or any other evaluative process, Supplier has the right to adjust this Agreement and rate offering subject to the actual execution date of this Agreement. Supplier reserves the right to reject this Agreement if the rate offering is no longer viable for the date and time in which it is executed.
Indemnity: Customer assumes responsibility for the electric and/or natural gas service provided hereunder after it leaves the Utility’s lines at the Delivery Point(s), as well as for the wires, apparatus, and appurtenances used in connection therewith, whether located at or beyond the Delivery Point. Customer shall indemnify, protect, defend and hold harmless Supplier from and against any losses, claims, damages, liabilities, costs or expenses arising from or out of any circumstance, event, incident or action during the length agreed upon and executed herein, relating to any way to the electricity or natural gas delivered by Supplier to the Delivery Point.
Governing Law/Venue: This Agreement shall be construed under and shall be governed by the laws of the State of Ohio without regard to the application of any otherwise applicable conflicts of law principles.
Emergencies, Outages, & Power Quality And Consistency: The Utility will continue to operate and maintain the infrastructure, including but not limited to, electric transmission lines, wires, and apparatuses. The Utility is still responsible for upkeep, emergency services, and outages. Customer acknowledges that New Wave is not liable or responsible for the event of outages, utility disruptions or disconnections. If Customer encounters a situation such as a power outage, natural gas emergency or interruption, or a reduction or discontinuation of Utility service(es), Customer should contact their Utility at the emergency service number provided by the Utility.
Confidentiality: This Agreement, including but not limited to price and pricing terms and all other documents and electronic communications exchanged between the Supplier and Customer related to this Agreement, are confidential and shall not be disclosed to any third party without the prior mutual written consent of the other Party; provided, however, each Party shall have the right to make such disclosures, if any, to governmental agencies and to its own agents, attorneys, auditors, accountants, and shareholders as may be reasonably necessary, or as required by state law, subpoena, or court order. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display Customer’s logo on Supplier’s Website and other advertisement literature.
Dispute Resolution: The Parties shall attempt in good faith to resolve any disputes, claims, or controversies arising out of or relating to this Agreement promptly by negotiation. Customer should contact New Wave by telephone or in writing using Supplier’s contact information as provided in this Agreement or as listed on Supplier’s website (www.NewWaveEnergy.com). Any dispute or complaints relating to a Residential or Small Commercial customer may be submitted by either Party at any time to PUCO, pursuant to its Complaint Handling Procedures by calling PUCO at 1-800-686-7826 or for TTY at 7-1-1 from 8:00am to 5:00pm EST, Mon-Fri. Customer may also reach PUCO online at http://www.PUCO.ohio.gov. The Ohio Consumer’s Counsel (“OCC”) represents Residential Utility consumers in matters involving PUCO. OCC can be contacted at 1-877-742-5622 from 8:00am to 5:00pm EST, Mon-Fri, or via web at http://www.pickocc.org . If your complaint is not resolved after you have called your electric supplier and/or your electric utility, or for general utility information, residential and business customers may contact the public utilities commission of Ohio (“PUCO”) for assistance at 1-800-686-7826 (toll free) from eight a.m. to five p.m. weekdays, or at http://www.puco.ohio.gov. Hearing or speech impaired customers may contact the PUCO via 7-1-1 (Ohio relay service).
Class Action Waiver: Regardless of Customer’s status (Mercantile, Small Commercial, or Residential), any arbitration, suit, action, or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff or similar basis.
Force Majeure: Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Supplier hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the impacted Party’s (“Impacted Party”), including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) fire, flood, storm, earthquake, or explosion; (c) sudden failure of electric or gas supply grid constraints, freezing of wells or pipelines, or inability to access the local distribution utility system; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (e) government order, law, or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) non-performance by the utility (including, without limitation, a facility outage on its electricity distribution lines); (j) operational flow orders; (k) cyber-security incidents; (l) changes in economic or business conditions; or (l) other events beyond the reasonable control of the Impacted Party. However, the foregoing language notwithstanding, an epidemic or pandemic (such as the events connected with COVID-19) shall not, by itself, constitute a Force Majeure Event. Further, Force Majeure shall not include financial hardship or the inability of Customer to pay its obligations under this Agreement, regardless of circumstance and even if such inability is caused by a Force Majeure Event.
Information Release Authorization: Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies and information the Utility(ies) are required to disclose under their tariffs. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law, or for Supplier’s own collections and credit reporting, participation in programs funded by the universal service fund pursuant to R.C. 4928.52, or assigning a customer contract to another supplier, or if such disclosure is made in accordance with applicable PUCO rules. Customer may rescind this authorization at any time by providing written notice thereof to New Wave at the address listed on this Agreement.
Creditworthiness: If at any time, Customer does not meet New Wave’s commercially reasonable creditworthiness standards, New Wave may require Customer to provide performance assurances in a form and amount reasonably acceptable to New Wave, such as a letter of credit, third-party guarantee, deposit, or prepayment, within five (5) business days after notice from New Wave.
Termination Of Service: This Agreement will automatically terminate if: (i) the requested service location is not served by Supplier, (ii) Customer moves outside New Wave’s service area, or (iii) New Wave terminates service to Customer due to Customer’s failure to pay. For fixed rate contracts, Customer shall be subject to an Early Termination Fee (“ETF”), as described hereafter, if this Agreement is terminated before the expiration of: (i) its Initial Term; (ii) a 12-month Renewal Term; or (iii) any other subsequent renewal term mutually agreed to by the Parties. Residential and Small Commercial customers are subject to an Early Termination Fee (“ETF”) of $99.00 for a contract with a remaining Term of more than one month but no greater than 12 months, or $199.00 for a contract with a remaining Term of more than 12 months. Mercantile customers are subject to an ETF equal to the projected remaining quantity of kWh and/or Ccf to be consumed by Customer for the remainder of the current term, as calculated by Supplier at the greater of (i) Customer’s estimated annual usage, calculated by Supplier or from the most-recently available utility usage data, multiplied by the agreed-upon rate within this Agreement; (ii) the amount New Wave could resell such related services or energy quantities at the time of termination, as calculated by Supplier in its sole discretion; or (iii) the maximum amount allowed by law, plus (+) all applicable costs, taxes and fees (including reasonable attorney’s fees and court costs) incurred by New Wave as a result of Customer’s termination.
Entire Agreement: This Agreement is binding and embodies the entire agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between the Parties, whether written or oral, with respect to the subject matter herein. If any terms or provisions of this Agreement, in whole or in part, are held by a court or regulatory agency of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and conditions shall continue in full force and effect. This Agreement may only be modified or amended through a written agreement duly executed by the Parties.
TERMS & CONDITIONS (DOMINION EAST OHIO ONLY)
Background: Contract version number (2023.03.17). This Agreement is entered into by and between New Wave, a certified Competitive Retail Electric Service (“CRES”) and Competitive Retail Natural Gas Service (“CRNGS”) Supplier, and Customer, under which Customer shall obtain electricity generation and/or natural gas supply service from New Wave. New Wave is certified by the Public Utilities Commission of Ohio (“PUCO”) to offer and supply electricity generation and natural gas services in Ohio. New Wave’s PUCO certificate number for electricity generation supply is 17-1185E and 17-579G for natural gas. Customer’s electricity generation and/or natural gas supply prices and charges are specified in this Agreement. The Federal Energy Regulatory Commission (“FERC”) regulates electricity transmission prices and services. The PUCO regulates distribution prices and services. The Customer’s local distribution company (“Utility”, “LDC”, “EDC”) will continue to deliver electricity or natural gas to Customer and provide all emergency repairs and services. New Wave is not affiliated with and does not represent Customer’s Utility.
Agreement To Sell And Purchase Energy: This Agreement is a binding contract between New Wave and the Customer under which, starting on the next meter read date after the requested Start Month listed above, or on the next available meter read date occurring after execution of the Agreement, and unless stated otherwise, New Wave agrees to sell and Customer agrees to purchase and receive the quantity of electricity and/or natural gas necessary to meet Customer’s requirements at the Customer’s facilities associated with the Account(s) listed within this Agreement at the rate and on the terms described in this Agreement. Supplier will arrange for the delivery of electric and/or natural gas service to the respective Utility(ies) for delivery to Customer’s facilities as specified in this Agreement. New Wave, in its sole discretion, is authorized to select on behalf of Customer such sources of electric generation or natural gas procured as it deems appropriate for the Customer’s location(s). Customer authorizes New Wave to execute on its behalf any documents necessary to effectuate any such election, and Customer authorizes New Wave, and designates New Wave as its agent, to enroll the Customer’s location(s) with its Utility(ies) for supply services consistent with this Agreement. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer’s invoices for a period of up to two (2) full billing cycles.
Term: This Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to Supplier is deemed effective by the Utility(ies) and shall continue until the applicable effective end date to fulfill the full term specified on page one of this Agreement (the “Initial Term”). For Residential and Small Commercial customers, this Agreement will automatically renew, upon completion of the Initial Term, to a month-to-month term contract priced at the variable rate described in this Agreement (the “Renewal Rate”), unless terminated by Customer at least thirty (30) days prior to the end of the Initial Term. Thereafter, customer may terminate this Agreement at any time without penalty. For Mercantile Customers, as defined in Ohio Administrative Code Sections 4901:1-21-01 (electric) and 4901:1-29-01 (gas), unless terminated by Customer at least thirty (30) days prior to the end of the Initial Term, this Agreement will automatically renew for successive 12-month terms at the variable rate described in this Agreement (the “Renewal Rate”). Customer and New Wave agree that New Wave has the right to match any Bonafede competing offer at the end of any Initial Term or any Renewal Term. For Residential and Small Commercial customers, New Wave will provide notice to Customer, not less than forty-five (45) days nor more than ninety (90) days prior to the renewal date, of the renewal terms and Customer’s option to reject the renewal terms if such terms are different than those provided herein. NEW WAVE CAN RENEW THIS CONTRACT WITHOUT CUSTOMER’S AFFIRMATIVE CONSENT EVEN WHEN THERE IS A CHANGE IN THE RATE OR OTHER TERMS AND CONDITIONS.
Charges: The rates specified by this Agreement are limited to non-Utility charges and therefore do not include taxes, GRT, or regulated charges from the Utility, including, but not limited to T&D Charges, customer account fees, or other utility charges.
Material Misrepresentations (Mercantile Customers): Mercantile Customers acknowledge that the supply price offered pursuant to any transaction hereunder is based in part on Customer’s representations as stated on page one (1) of this Agreement. For any costs incurred as a result of any variance in the estimated annual kWh/MCF by the Customer’s Utility or as represented by Customer on page one (1) of this Agreement, Supplier reserves the right to pass through such costs. For any costs incurred as a result of a variance in any other Customer representation on page one (1), or as otherwise represented, that materially impacts Supplier’s costs or profits, Supplier reserves the right to pass through such costs. Alternatively, Supplier may cancel this Agreement, without penalty, and return the Customer back to Customer’s Utility immediately. This paragraph does not apply to residential or small commercial customers.
Fixed Rate Or Fixed Energy: Electricity (“Fixed Products”): Any Fixed Products offered with this Agreement shall be calculated as the per kilowatt hour (“kWh”) rate specified on page one (1) of this Agreement or as stated in the Voice Authorization. Natural Gas: The Fixed Rate shall be calculated as the per one-thousand (1,000) cubic feet (“MCF”) specified on page one (1) of this Agreement or as stated in the Voice Authorization.
Variable Rate: The Variable Rate for electricity and natural gas is calculated on a monthly basis at New Wave’s sole discretion in response to the following pricing factors (“Pricing Factors”), plus (+) all applicable taxes: publicly available wholesale market pricing for electricity or gas supply, wholesale and retail market volatility and uncertainty, historic and anticipated weather events, historic and anticipated customer usage, legal and regulatory issues, operation costs, costs related to consumer credit or debt, historic and projected supply and hedging costs, prior meter read cycle’s pricing and balancing costs, projected customer bill amounts, service and processing fees and assessments, regulatory and compliance changes and costs, historic and anticipated competitors’ pricing and marketplace conduct, ancillary services and capacity costs, transmission costs, credit costs, balancing costs, winter reliability costs, costs associated with meeting any applicable renewable offerings, NITs, RPS, changes in law, and a profit margin (or adder) determined in the Company’s sole discretion that itself may vary from month to month. No single factor will determine the Variable Rate charged by Supplier, and the factors considered may be weighted differently each month.
Billing And Payments: Customer will receive a single, consolidated bill (“Consolidated Bill”) for both commodity and delivery/distribution charges from the Utility(ies). Customer acknowledges that Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or Independent Systems Operator’s (“ISO”’s, “PJM”, “ISO/PJM”) ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility or ISO/PJM exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) or ISO/PJM to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full to Customer’s Utility(ies) in accordance with the terms specified by the Utility(ies). Late and overdue payments shall be subject to a late payment fee which, for Mercantile customers will be fifteen percent (15%) of the overdue balance per month, and for Residential and Small Commercial customers will be one and one-half percent (1.5%) of the overdue balance per month. Customer will be charged twenty ($20) dollars for returned payments. Supplier may cancel this Agreement for any and all late payment amounts, overdue payments, partial payments, or past due notices upon fourteen days written notice and return the Customer to Customer’s Utility. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date. Customer may request from Supplier up to twenty-four (24) months of Customer’s payment history for gas services rendered by Supplier without charge. Supplier is entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within two twelve (12) months of discovery.
Delivery And Title: New Wave will deliver all natural gas and/or electricity sold under this Agreement to the PJM zone, load bus or Utility City Gate, located outside of the municipality where Customer resides (the “Delivery Point”). Title to, possession of, and risk of loss of gas and/or electricity sold under this Agreement will pass from New Wave to Customer at the Delivery Point such that the sale originates and is consummated outside of the Customer’s municipality. (For avoidance of doubt, the Delivery Point shall in all cases be located outside of Customer’s municipality, regardless of where the PJM zone or PJM load bus or Utility City Gate is located.) After delivery to the Delivery Point, Customer will be deemed to be in exclusive control and possession of the gas and/or electricity and responsible for any injury, damage, or loss related thereto.
Customer’s Right To Rescission: Residential and Small Commercial customers may rescind this Agreement, without penalty, within seven (7) calendar days (electric) or seven (7) business days (gas) following the postmark date on the Utility’s confirmation notice. Customers wishing to rescind must contact their Utility at its designated local or toll-free number. Following the expiration of the applicable rescission period, if Customer should choose to terminate this Agreement before the expiration of the Term, Customer may be subject to the early termination fee described below in the “Termination of Service” provision. Mercantile Customers have no right to rescind this Agreement without penalty.
Assignment: Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, sale of company, purchase of accounts receivables program or billing services agreement. Subject to PUCO rules and regulations, New Wave may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity.
Account Adds/Drops: Customer may decide to add or drop one (1) or more qualified accounts throughout the Term of this Agreement with respect to leasing, selling, or purchasing metered space. Customer must provide notice to New Wave within thirty (30) days prior to dropping an account due to a sale or lease of contracted metered space to another party by providing New Wave with a letter from the utility, lease agreement, or another form of documentation approved by New Wave (“Approved Documentation”) demonstrating the reason for drop from service. If Customer adds a new account to the Agreement as provided herein, the Customer shall provide New Wave with Approved Documentation demonstrating the reason for adding new service. If Customer drops one (1) or more accounts from this Agreement without providing Approved Documentation, Customer will be liable to Supplier for the Early Termination Fee described herein.
Onsite Generation & Energy Allocations: If, after the date the Customer signed this Agreement, the Customer installs or intends to install onsite generation units; or engages in filing for or receiving discounted replacement energy; receives or engages in filing for a government-subsidized allocation; engages in a community Solar outside of one permitted or controlled by New Wave, or receives any other form of allocated energy not within scope of this Agreement, Supplier may terminate this Agreement at its sole discretion.
Notices: All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, utility bill messaging system, invoice message, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Environmental Characteristics And Electric Generation Mix: Information regarding the generation sources and environmental characteristics of the electricity supplied by New Wave is available at www.NewWaveEnergy.com.
Cost Savings Analyses: At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by Customer for Supplier to retrieve, orally or written, obtained from the Utility and authorized by Customer, or by a Utility bill provided by Customer, and future energy market projections.
Limitations Of Liability: The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which shall not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit or penalties of any nature, 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.
Bid Provision: If this Agreement is attended by, offered during, or is a response to a bid, request for proposal, or any other evaluative process, Supplier has the right to adjust this Agreement and rate offering subject to the actual execution date of this Agreement. Supplier reserves the right to reject this Agreement if the rate offering is no longer viable for the date and time in which it is executed.
Indemnity: Customer assumes responsibility for the electric and/or natural gas service provided hereunder after it leaves the Utility’s lines at the Delivery Point(s), as well as for the wires, apparatus, and appurtenances used in connection therewith, whether located at or beyond the Delivery Point. Customer shall indemnify, protect, defend and hold harmless Supplier from and against any losses, claims, damages, liabilities, costs or expenses arising from or out of any circumstance, event, incident or action during the length agreed upon and executed herein, relating to any way to the electricity or natural gas delivered by Supplier to the Delivery Point.
Governing Law/Venue: This Agreement shall be construed under and shall be governed by the laws of the State of Ohio without regard to the application of any otherwise applicable conflicts of law principles.
Emergencies, Outages, & Power Quality And Consistency: The Utility will continue to operate and maintain the infrastructure, including but not limited to, electric transmission lines, wires, and apparatuses. The Utility is still responsible for upkeep, emergency services, and outages. Customer acknowledges that New Wave is not liable or responsible for the event of outages, utility disruptions or disconnections. If Customer encounters a situation such as a power outage, natural gas emergency or interruption, or a reduction or discontinuation of Utility service(es), Customer should contact their Utility at the emergency service number provided by the Utility.
Confidentiality: This Agreement, including but not limited to price and pricing terms and all other documents and electronic communications exchanged between the Supplier and Customer related to this Agreement, are confidential and shall not be disclosed to any third party without the prior mutual written consent of the other Party; provided, however, each Party shall have the right to make such disclosures, if any, to governmental agencies and to its own agents, attorneys, auditors, accountants, and shareholders as may be reasonably necessary, or as required by state law, subpoena, or court order. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display Customer’s logo on Supplier’s Website and other advertisement literature.
Dispute Resolution: The Parties shall attempt in good faith to resolve any disputes, claims, or controversies arising out of or relating to this Agreement promptly by negotiation. Customer should contact New Wave by telephone or in writing using Supplier’s contact information as provided in this Agreement or as listed on Supplier’s website (www.NewWaveEnergy.com). Any dispute or complaints relating to a Residential or Small Commercial customer may be submitted by either Party at any time to PUCO, pursuant to its Complaint Handling Procedures by calling PUCO at 1-800-686-7826 or for TTY at 7-1-1 from 8:00am to 5:00pm EST, Mon-Fri. Customer may also reach PUCO online at http://www.PUCO.ohio.gov. The Ohio Consumer’s Counsel (“OCC”) represents Residential Utility consumers in matters involving PUCO. OCC can be contacted at 1-877-742-5622 from 8:00am to 5:00pm EST, Mon-Fri, or via web at http://www.pickocc.org . If your complaint is not resolved after you have called your electric supplier and/or your electric utility, or for general utility information, residential and business customers may contact the public utilities commission of Ohio (“PUCO”) for assistance at 1-800-686-7826 (toll free) from eight a.m. to five p.m. weekdays, or at http://www.puco.ohio.gov. Hearing or speech impaired customers may contact the PUCO via 7-1-1 (Ohio relay service).
Class Action Waiver: Regardless of Customer’s status (Mercantile, Small Commercial, or Residential), any arbitration, suit, action, or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff or similar basis.
Force Majeure: Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Supplier hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the impacted Party’s (“Impacted Party”), including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) fire, flood, storm, earthquake, or explosion; (c) sudden failure of electric or gas supply grid constraints, freezing of wells or pipelines, or inability to access the local distribution utility system; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (e) government order, law, or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) non-performance by the utility (including, without limitation, a facility outage on its electricity distribution lines); (j) operational flow orders; (k) cyber-security incidents; (l) changes in economic or business conditions; or (l) other events beyond the reasonable control of the Impacted Party. However, the foregoing language notwithstanding, an epidemic or pandemic (such as the events connected with COVID-19) shall not, by itself, constitute a Force Majeure Event. Further, Force Majeure shall not include financial hardship or the inability of Customer to pay its obligations under this Agreement, regardless of circumstance and even if such inability is caused by a Force Majeure Event.
Information Release Authorization: Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies and information the Utility(ies) are required to disclose under their tariffs. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law, or for Supplier’s own collections and credit reporting, participation in programs funded by the universal service fund pursuant to R.C. 4928.52, or assigning a customer contract to another supplier, or if such disclosure is made in accordance with applicable PUCO rules. Customer may rescind this authorization at any time by providing written notice thereof to New Wave at the address listed on this Agreement.
Creditworthiness: If at any time, Customer does not meet New Wave’s commercially reasonable creditworthiness standards, New Wave may require Customer to provide performance assurances in a form and amount reasonably acceptable to New Wave, such as a letter of credit, third-party guarantee, deposit, or prepayment, within five (5) business days after notice from New Wave.
Termination Of Service: This Agreement will automatically terminate if: (i) the requested service location is not served by Supplier, (ii) Customer moves outside New Wave’s service area, or (iii) New Wave terminates service to Customer due to Customer’s failure to pay. For fixed rate contracts, Customer shall be subject to an Early Termination Fee (“ETF”), as described hereafter, if this Agreement is terminated before the expiration of: (i) its Initial Term; (ii) a 12-month Renewal Term; or (iii) any other subsequent renewal term mutually agreed to by the Parties. Residential and Small Commercial customers are subject to an Early Termination Fee (“ETF”) of $99.00 for a contract with a remaining Term of more than one month but no greater than 12 months, or $199.00 for a contract with a remaining Term of more than 12 months. Mercantile customers are subject to an ETF equal to the projected remaining quantity of kWh and/or MCF to be consumed by Customer for the remainder of the current term, as calculated by Supplier at the greater of (i) Customer’s estimated annual usage, calculated by Supplier or from the most-recently available utility usage data, multiplied by the agreed-upon rate within this Agreement; (ii) the amount New Wave could resell such related services or energy quantities at the time of termination, as calculated by Supplier in its sole discretion; or (iii) the maximum amount allowed by law, plus (+) all applicable costs, taxes and fees (including reasonable attorney’s fees and court costs) incurred by New Wave as a result of Customer’s termination.
Entire Agreement: This Agreement is binding and embodies the entire agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between the Parties, whether written or oral, with respect to the subject matter herein. If any terms or provisions of this Agreement, in whole or in part, are held by a court or regulatory agency of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and conditions shall continue in full force and effect. This Agreement may only be modified or amended through a written agreement duly executed by the Parties.
Pennsylvania
TERMS & CONDITIONS (ELECTRICITY)
Background. This electricity supply services agreement (“Agreement”, “Contract”) is entered into by and between New Wave Energy (“New Wave”, “Supplier”, “NWE”), an independent electricity generation supplier, and the customer (“Customer”), under which Customer shall obtain electricity generation supply service and begin enrollment with NEW WAVE (the “Agreement”). NEW WAVE is licensed by the Pennsylvania Public Utility Commission to offer and supply electricity generation supply services in Pennsylvania. Our PUC license number for electricity generation supply is A-2017-2626376. Your electricity generation prices and charges will be set by NEW WAVE. The Federal Energy Regulatory Commission regulates electricity transmission prices and services. The Public Utility Commission regulates distribution prices and services. Unless otherwise determined, You will continue to receive your bill from your Electric Distribution Company (EDC, LDC, Utility) for all electricity supply and delivery charges. Your EDC will continue to provide all emergency repairs and services. NEW WAVE is not affiliated with and does not represent your EDC. The Public Utility Commission regulates distribution prices and services. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer's invoices for a period of up to two (2) full billing cycles.
Definitions. “New Wave”, “NWE”, “Supplier”, “us”, “we”, “our” means New Wave Energy and refers to the retail electricity provider supplying energy services to you as provided in these Terms of Service. “Customer”, “you”, or “your” means the customer identified herein, in the Disclosure Statement, Voice Authorization, or Written Authorization and as addressed in the Customer Information section as identified on page one (1) of this Agreement or herein. NWE and Customer can collectively be referred to as “Parties”.
Generation Charge - The charge for producing electricity. Generation service is competitively priced and is not regulated by the Public Utility Commission. If you purchase electricity from an electric supplier, your generation charge will depend on the contract between you and your supplier. Transmission Charge - The cost for transporting electricity from the generation source to your electric distribution company. For most electric customers who select a new supplier, transmission costs will be included in the charges from your new supplier. The Federal Energy Regulatory Commission regulates retail transmission prices and services. This charge will vary with your source of supply. Non-Basic Charges – Not applicable.
Agreement to Sell and Purchase Energy. Subject to the terms and conditions of this Agreement, NEW WAVE agrees to sell and deliver, and Customer agrees to purchase and accept the quantity of electricity as necessary to meet Customer’s requirements based upon consumption data obtained by NEW WAVE from the EDC.
Right of Rescission. You may cancel this Agreement at any time before midnight of the third business day after receiving this disclosure statement by contacting NEW WAVE by phone at 1-855-998-WAVE, by mail at the address listed above or by email at support@nwaveenergy.com.
Contract Duration. You will buy your electricity generation service for the above address and/or as listed on Addendum A from New Wave Energy beginning on the date set by your electric distribution company (EDC, LDC). This Agreement shall commence as of the date the change of Customer’s provider to NWE is deemed effective by the EDC. This Agreement will continue on a variable rate methodology until terminated by either party. Either party may terminate this Agreement with thirty days’ written notice.
Price and Billing. The price for all electricity sold under this Agreement shall be a variable price which is set solely byat its discretion which shall each month reflect the cost of electricity obtained from all sources (including energy, capacity, settlement, ancillaries, and other charges) plus (+) (i) related transmission charges and other market-related factors, (ii) applicable taxes, fees, charges or other assessments, (iii) all Network Integration Service Rates (NITs); (iv) Auction Revenue Rights (“ARR”); (v) Renewable Portfolio Standards (“RPS”) compliance costs, and any other miscellaneous recovery charges (including, but not limited to, ISO/RTO/PJM electric-related assessments); (vi) Consumption Activity Taxes (“CAT”); and (vii) NWE’s costs, expenses, profits and margins. Your price per kWh for your initial bill for electric generation services is stated on the Contract Summary. Your prices will then vary from month to month and are calculated on a blend of PJM/ISO settled wholesale prices and any hedges, if applicable, bought for NWE’s aggregated load plus all applicable taxes, fees, charges or other assessments and NWE’s costs, expenses and margins. NWE may change its margins substantially each month. These prices exclude applicable state and local sales taxes. Conditions of variability are tied to the wholesale cost for power, capacity, business and economic conditions, and transmission costs. There is not a limit on how much the price may change from one billing cycle to the next. The price can change on each invoice. The customer will not know the price until the time of billing. Customer’s billing format and methodology is at the sole discretion of the Supplier. In most cases, Customer will receive a single, consolidated bill (“Consolidated Bill”) for both commodity and delivery/distribution charges from the Utility(ies). Customer acknowledges that Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or Independent Systems Operator’s (“ISO”’s, “PJM”, “ISO/PJM”) ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility or ISO/PJM exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) or ISO/PJM to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full to Customer’s Utility(ies) in accordance with the terms specified by the Utility(ies). Late and overdue payments shall be subject to a late payment fee which, for commercial or Mercantile customers will be fifteen percent (15%) of the overdue balance per month, and for Residential and Small Commercial customers will be one and one-half percent (1.5%) of the overdue balance per month; or (ii) the maximum amount allowed by law. Customer will be charged twenty ($20) dollars for returned payments. Alternatively, Supplier can cancel this Agreement for any and all late payment amounts, partial payments, overdue payments, or past due notices immediately and return the Customer back to Customer’s Utility. If Customer fails to pay any amount when due, including early termination fees, Customer will be responsible for all of Supplier’s reasonable costs of collection, including accumulated interest and reasonable attorney’s fees. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date. Failure by Customer to make payment, in accordance with this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement immediately and collect any and all past due amounts, plus interest and reasonable attorney’s fees related to the breach. This Agreement and any billings, invoices and payments associated with this Agreement shall not be subject to any audit by a third-party as authorized or as contracted by Customer. Customer will be entitled to a refund of any substantial overcharges discovered within twelve (12) months after such billing date if Customer makes a claim within two (2) months of discovery from the billing date. Supplier will likewise be entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within twelve (12) months of discovery. Local Utility companies have the exclusive ability to disconnect Customer’s service. Supplier does not have this ability or authority. Failure to make full payment of charges due as outlined herein and sent via invoice, and failure to pay electricity or natural gas utility charges, may result in Customer being disconnected by the utility.
Assignment. Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, sale of company, purchase of accounts receivables program or billing services agreement, and may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity without Customer’s consent. If Customer is assigned, controlled, is sold or is transferred to another party, this Agreement shall survive and shall transfer to the other party even in an asset sale.
Cancellation. Customer may cancel this Agreement by contacting NEW WAVE at 1-855-998-WAVE or by email at support@nwaveenergy.com at least thirty (30) days in advance of such request. NEW WAVE may cancel or alter this agreement at any time upon providing written notice to Customer via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, LDC bill messaging, or Facsimile . Common reasons for NEW WAVE to cancel this agreement would include Non-Payment – If your electricity is terminated by your EDC, then this agreement is cancelled on the date that your electric service is terminated. You will owe us for amounts unpaid for our charges for electricity generation service up to the date of termination. Customer Move – If the customer moves from the address listed above, this agreement is cancelled. If we cancel this agreement for any reason other than for customer non-payment, we will follow applicable rules in providing notice to you. Creditworthiness: If at any time, you do not meet NEW WAVE’s commercially reasonably credit standards, NEW WAVE may terminate this Agreement. Upon cancellation Customer is still responsible for paying any of New Wave’s charges for electricity generation supply for service up to the date that the cancellation is processed by the EDC.
Notices. All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Cost Savings Analyses. At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way, constitute or guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by the Customer for the Supplier to retrieve, orally or written, obtained from the Utility and authorized by the Customer, or by a Utility bill provided by the Customer, and future energy market projections.
Information Release Authorization. Customer authorizes New Wave to obtain and review the following information from the EDC and NGDC: consumption history; billing determinants; and account number. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer. For Large Commercial Customers, Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies in order to determine Customer’s creditworthiness. The information referenced in this paragraph will not be disclosed to a third party unless required by law. New Wave will maintain the confidentiality of the customer’s personal information including name, address, phone number, usage and payment history as required by applicable Commission regulations and Federal and State laws. Customer’s execution of this Agreement shall constitute authorization for the release of this information to New Wave. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to New Wave or by calling New Wave at 1-855-998-WAVE. New Wave reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
Agency-Electric. Customer hereby designates New Wave as agent to; (a) arrange and administer contracts and service agreements between Customer and New Wave and those entities including the PJM Interconnection/ISO engaged in the generation, transmission and delivery of Customer electricity supplies; and (b) nominate and schedule with the appropriate entities including the EDC for the delivery of electricity to the Delivery Point and the Customer’s end-use premises. New Wave as agent for the Customer will schedule the delivery of adequate supplies of electricity that meet the Customer’s requirements as established by the EDC and in response to information provided by the EDC. These services are provided on an arm’s length basis and market-based compensation may or may not be included in the rate noted above.
Force Majeure. New Wave will make commercially reasonable efforts to provide electricity hereunder but does not guarantee a continuous supply of electricity to Customer. Certain causes and events out of the control of New Wave ("Force Majeure Events") may result in interruptions in service. New Wave will not be liable for any such interruptions caused by a Force Majeure Event, and New Wave is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include, but are not limited to, acts of God, fire, flood, storm, terrorism, war, civil disturbance, accidents, strikes, labor disputes or problems, cyber-security incidents, pandemics and other health emergencies, operational flow orders, sudden failure of electric or gas supply, grid constraints, freezing of wells or pipelines, required maintenance work, inability to access the local distribution utility system, changes in economic or business conditions, non-performance by the utility (including, but not limited to, a facility outage on its electricity distribution lines), or any other cause beyond New Wave’s control. 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.
Dispute Procedures. In the event of a billing dispute or a disagreement involving NEW WAVE’s service hereunder, the parties will use their best efforts to resolve the dispute. Customer may contact NEW WAVE by telephone or in writing, as provided below. If you are not satisfied after discussing your concerns with us you may contact the Public Utility Commission (PUC) by phone at: 1- 800-692-7380 or in writing at PO Box 3265, Harrisburg, PA 17105-3265.
Contact Information.
Supplier Information:
New Wave Energy
410 Main Street, Buffalo, NY 14202
1-855-998-WAVE
Website: www.nwaveenergy.com
Public Utility Commission, PO Box 3265, Harrisburg, PA 17105-3265, Phone: 1-800-692-7380. www.puc.pa.gov
Information about shopping for an electric supplier is available at www.PaPowerSwitch.com or other successor media platform as determined by the Commission. Information about shopping for an electricity or natural gas supplier is also available at www.oca.state.pa.us
Arbitration of Disputes/Waiver of Jury Trial/ and Participation in Class Actions. Any dispute involving Supplier and Customer, whether arising or based in any contract, statute, regulation, or tort, shall be decided by binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) and pursuant to the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq.,and shall have a venue exclusively in the State of Pennsylvania located within the County of Erie under this Agreement. Any claim, arbitration, action, or proceeding shall proceed only on an individual basis. Customer shall not be permitted to join or consolidate disputes involving others in any claim, arbitration, action, or proceeding, nor shall any claim, arbitration, action, or proceeding be brought or maintained as a class action or in any representative capacity. NWE AND CUSTOMER UNDERSTAND THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND WILLINGLY WAIVING THE RIGHT TO A TRIAL BY JURY AND CUSTOMER IS WAIVING THIER RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION. No action, regardless of form, relating to this Agreement, may be brought by either party more than one year after the cause of action has accrued.
Limitations of Liability. The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit 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. The limitations apply without regard to the cause or responsibility of any liability or damage.
Confidentiality. The contents of this Agreement, including but not limited to price and pricing terms, and all other documents exchanged between the Supplier and Customer related to this Agreement are confidential and shall not be disclosed to any third party without mutual written consent of the Parties. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display the Customer’s logo on Supplier’s Website and other advertisement literature.
Governing Law/Venue. This Agreement shall be construed under and shall be governed by the laws of the State of Pennsylvania without regard to the application of any otherwise applicable conflicts of law principles. Venue for any proceeding (including, but not limited to all meetings, arbitrations, dispute resolutions, depositions, motions and/or trials) shall be in Erie, PA and court proceedings shall be limited to a State of Pennsylvania Court sitting in Erie County, PA or a Federal Court sitting in Erie County, PA.
Taxes. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on New Wave’s net income, shall be paid by Customer, and Customer agrees to indemnify New Wave and hold New Wave harmless from and against any and all such taxes.
Regulatory/Market Changes and Volatility/and Adjustments. This Agreement is subject to present and future legislation, orders, rules, regulations, decisions, or actions of a duly constituted governmental authority, regulatory body, ISO, PJM or market force having jurisdiction, control, or influence over this Agreement or the services to be provided hereunder. If there is a change in law, rule, regulation, tariff, regulatory structure, market movement, or market force or Supplier’s prediction thereof, which impacts any term, condition, or provision of this Agreement, including, but not limited to, rate, changes in transmission or capacity charges, PJM/ISO/RTO charges, FERC Order 745, 841, and/or 2222 costs, and collateral requirements or there is a change in business conditions, New Wave shall have the right to modify this Agreement to reflect such regulatory change by advising Customer through a bill notification, e-mail, or any other communication Supplier deems appropriate to Customer and to impose pass-through charges, line-items, or other related charges to Customer and Customer agrees to pay such charges. Customer acknowledges that the Agreement Price agreed upon may be adjusted from time to time in accordance with this provision and others herein and agrees to be responsible for such charges.
Emergency Service. Your EDC will continue to respond to leaks and emergencies. In the event of a gas leak, service interruption or other emergency, Customer should immediately call the EDC.
Parties Bound. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. Customer and NEW WAVE have caused this Agreement to be executed by individuals authorized to bind each party, and Customer has reviewed all of the terms herein.
Warranty. This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and NWE. NWE makes no representations or warranties other than those expressly set forth in this Agreement, and NWE expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.
Entire Agreement. This signed Agreement (“Written Authorization”), or the online or voice recording authorizing Customer’s decision to take service from New Wave (“Online Enrollment”, “Voice Authorization” or “TPV”), coupled with these Terms of Service is binding and is all encompassing and embodies the entire Agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between Parties, whether written or oral, with respect to the subject matter herein. If any provision of this Agreement, in whole or in part, is held by a court or regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remaining conditions shall continue in full force and effect.
TERMS & CONDITIONS (NATURAL GAS)
Background. This natural gas supply services agreement (“Agreement”, “Contract”) is entered into by and between New Wave Energy (“New Wave”, “Supplier”, “NWE”), an independent natural gas supplier, and the customer (“Customer”), under which Customer shall obtain natural gas supply service and begin enrollment with NEW WAVE (the “Agreement”). NEW WAVE is licensed by the Pennsylvania Public Utility Commission to offer and supply natural gas supply services in Pennsylvania. Our PUC license number for natural gas supply is_A-2017-2626376. Your natural gas supply prices and charges will be set by NEW WAVE. The Federal Energy Regulatory Commission regulates Natural Gas Supply transmission, prices and services The Public Utility Commission regulates distribution prices and services. Unless otherwise determined, You will continue to receive your bill from your Natural gas Distribution Company (NGDC, LDC, Utility) for all natural gas supply and delivery charges. Your NGDC will continue to provide all emergency repairs and services. NEW WAVE is not affiliated with and does not represent your NGDC. The Public Utility Commission regulates distribution prices and services. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer's invoices for a period of up to two (2) full billing cycles.
Definitions. “New Wave”, “NWE”, “Supplier”, “us”, “we”, “our” means New Wave Energy and refers to the retail natural gas provider supplying energy services to you as provided in these Terms of Service. “Customer”, “you”, or “your” means the customer identified herein, in the Disclosure Statement, Voice Authorization, or Written Authorization and as addressed in the Customer Information section as identified on page one (1) of this Agreement or herein. NWE and customer can collectively be referred to as “Parties”.
Gas Variable Price will vary from month to month and shall reflect each month the wholesale cost of natural gas (including commodity, capacity, storage and balancing), transportation to the Delivery Point, and other market-related factors, plus applicable taxes, fees, charges or other assessments and AP&G’s costs, expenses and margins. The rate will be available each month at the time of billing as listed on the bill.
Agreement to Sell and Purchase Energy. Subject to the terms and conditions of this Agreement, NEW WAVE agrees to sell and deliver, and Customer agrees to purchase and accept the quantity of natural gas as necessary to meet Customer’s requirements based upon consumption data obtained by NEW WAVE from the NGDC.
Right of Rescission. You may cancel this Agreement at any time before midnight of the third business day after receiving this disclosure statement by contacting NEW WAVE by phone at 1-855-998-WAVE, by mail at the address listed above or by email at support@nwaveenergy.com.
Contract Duration. You will buy your natural gas supply service for the above address and/or as listed on Addendum A from New Wave Energy beginning on the date set by your electric distribution company (EDC, LDC). This Agreement shall commence as of the date the change of Customer’s provider to NWE is deemed effective by the EDC. This Agreement will continue on a variable rate methodology until terminated by either party. Either party may terminate this Agreement with thirty days’ written notice.
Price and Billing. The price for all natural gas sold under this Agreement shall be a variable price which is determined by NWE at its sole discretion and shall each month reflect the cost of natural gas obtained from all sources, related interstate pipeline charges, storage and balancing fees and distribution charges and other market-related factors, plus (+) applicable taxes, fees, charges or other assessments and NWE’s costs, expenses, profits and margins. NWE may change its margins substantially each month. Your price per CCF/therm on your initial bill for natural gas is stated on the Customer Disclosure Statement or Customer Summary. These prices will then vary from month to month based on the market conditions. These prices exclude applicable state and local sales taxes. Conditions of variability are tied to the wholesale cost for natural gas, capacity, business and economic conditions, and pipeline conditions and fees. There is not a limit on how much the price may change from one billing cycle to the next. The price can change on each invoice. The customer will not know the price until the time of billing. Customer’s billing format and methodology is at the sole discretion of the Supplier. In most cases, Customer will receive a single, consolidated bill (“Consolidated Bill”) for both commodity and delivery/distribution charges from the Utility(ies). Customer acknowledges that Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or pipeline operator’s ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility or applicable pipeline exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) or pipeline(s) to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full to Customer’s Utility(ies) in accordance with the terms specified by the Utility(ies). Late and overdue payments shall be subject to a late payment fee which, for commercial or Mercantile customers will be fifteen percent (15%) of the overdue balance per month, and for Residential and Small Commercial customers will be one and one-half percent (1.5%) of the overdue balance per month; or (ii) the maximum amount allowed by law. Customer will be charged twenty ($20) dollars for returned payments. Alternatively, Supplier can cancel this Agreement for any and all late payment amounts, partial payments, overdue payments, or past due notices immediately and return the Customer back to Customer’s Utility. If Customer fails to pay any amount when due, including early termination fees, Customer will be responsible for all of Supplier’s reasonable costs of collection, including accumulated interest and reasonable attorney’s fees. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date. Failure by Customer to make payment, in accordance with this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement immediately and collect any and all past due amounts, plus interest and reasonable attorney’s fees related to the breach. This Agreement and any billings, invoices and payments associated with this Agreement shall not be subject to any audit by a third-party as authorized or as contracted by Customer. Customer will be entitled to a refund of any substantial overcharges discovered within twelve (12) months after such billing date if Customer makes a claim within two (2) months of discovery from the billing date. Supplier will likewise be entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within twelve (12) months of discovery. Local Utility companies have the exclusive ability to disconnect Customer’s service. Supplier does not have this ability or authority. Failure to make full payment of charges due as outlined herein and sent via invoice, and failure to pay natural gas supply portions or utility charges, may result in Customer being disconnected by the utility.
Assignment. Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, sale of company, purchase of accounts receivables program or billing services agreement, and may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity without Customer’s consent. If Customer is assigned, controlled, is sold or is transferred to another party, this Agreement shall survive and shall transfer to the other party even in an asset sale.
Cancellation. Customer may cancel this Agreement by contacting NEW WAVE at 1-855-998-WAVE or by email at support@nwaveenergy.com at least thirty (30) days in advance of such request. NEW WAVE may cancel or alter this agreement at any time upon providing written notice to Customer via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, LDC bill messaging, or Facsimile . Common reasons for NEW WAVE to cancel this agreement would include Non-Payment – If your natural gas supply is terminated by your NGDC, then this agreement is cancelled on the date that your natural gas service is terminated. You will owe us for amounts unpaid for our charges for natural gas supply service up to the date of termination. Customer Move – If the customer moves from the address listed above, this agreement is cancelled. If we cancel this agreement for any reason other than for customer non-payment, we will follow applicable rules in providing notice to you. Creditworthiness: If at any time, you do not meet NEW WAVE’s commercially reasonably credit standards, NEW WAVE may terminate this Agreement. Upon cancellation Customer is still responsible for paying any of New Wave’s charges for natural gas supply for service up to the date that the cancellation is processed by the NGDC.
Notices. All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, bill messaging system, invoice message, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Cost Savings Analyses. At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way, constitute or guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by the Customer for the Supplier to retrieve, orally or written, obtained from the Utility and authorized by the Customer, or by a Utility bill provided by the Customer, and future energy market projections.
Information Release Authorization. Customer authorizes New Wave to obtain and review the following information from the NGDC and NGDC: consumption history; billing determinants; and account number. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer. For Large Commercial Customers, Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies in order to determine Customer’s creditworthiness. The information referenced in this paragraph will not be disclosed to a third party unless required by law. New Wave will maintain the confidentiality of the customer’s personal information including name, address, phone number, usage and payment history as required by applicable Commission regulations and Federal and State laws. Customer’s execution of this Agreement shall constitute authorization for the release of this information to New Wave. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to New Wave or by calling New Wave at 1.855-998-WAVE. New Wave reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
Agency-Natural Gas. Customer hereby designates New Wave as agent to; (a) arrange and administer contracts and service agreements between Customer and New Wave and those entities including the wholesale natural gas provider or driller or producer or pipeline operator and any other entity involved in consummating the natural gas transaction, transmission and delivery of Customer natural gas supplies; and (b) nominate and schedule with the appropriate entities including the NGDC for the delivery of natural gas to the Delivery Point and the Customer’s end-use premises. New Wave as agent for the Customer will schedule the delivery of adequate supplies of natural gas that meet the Customer’s requirements as established by the NGDC and in response to information provided by the NGDC. These services are provided on an arm’s length basis and market-based compensation and may or may not be included in the rate noted above.
Force Majeure. New Wave will make commercially reasonable efforts to provide natural gas hereunder but does not guarantee a continuous supply of natural gas to Customer. Certain causes and events out of the control of New Wave ("Force Majeure Events") may result in interruptions in service. New Wave will not be liable for any such interruptions caused by a Force Majeure Event, and New Wave is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include, but are not limited to, acts of God, fire, flood, storm, terrorism, war, civil disturbance, accidents, strikes, labor disputes or problems, cyber-security incidents, pandemics and other health emergencies, operational flow orders, sudden failure of natural gas or gas supply, grid constraints, freezing of wells or pipelines, required maintenance work, inability to access the local distribution utility system, change in business conditions, non-performance by the utility (including, but not limited to, a facility outage on its distribution lines or pipelines), or any other cause beyond New Wave’s control. 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 natural gas and/or electric rate shall be subject to change at Supplier's discretion.
Dispute Procedures. In the event of a billing dispute or a disagreement involving NEW WAVE’s service hereunder, the parties will use their best efforts to resolve the dispute. Customer may contact NEW WAVE by telephone or in writing, as provided below. If you are not satisfied after discussing your concerns with us you may contact the Public Utility Commission (PUC) by phone at: 1- 800-692-7380 or in writing at PO Box 3265, Harrisburg, PA 17105-3265.
Contact Information.
Supplier Information:
New Wave Energy
410 Main Street, Buffalo, NY 14202
1-855-998-WAVE
Website: www.nwaveenergy.com
Public Utility Commission, PO Box 3265, Harrisburg, PA 17105-3265, Phone: 1-800-692-7380. www.puc.pa.gov
Information about shopping for an natural gas supplier is available at www.PaGasSwitch.com or other successor media platform as determined by the Commission. Information about shopping for a natural gas or electric supplier is also available at www.oca.state.pa.us.
Arbitration of Disputes/Waiver of Jury Trial/ and Participation in Class Actions. Any dispute involving Supplier and Customer, whether arising or based in any contract, statute, regulation, or tort, shall be decided by binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) and pursuant to the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq.,and shall have a venue exclusively in the State of Pennsylvania located within the County of Erie under this Agreement. Any claim, arbitration, action, or proceeding shall proceed only on an individual basis. Customer shall not be permitted to join or consolidate disputes involving others in any claim, arbitration, action, or proceeding, nor shall any claim, arbitration, action, or proceeding be brought or maintained as a class action or in any representative capacity. NWE AND CUSTOMER UNDERSTAND THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND WILLINGLY WAIVING THE RIGHT TO A TRIAL BY JURY AND CUSTOMER IS WAIVING THIER RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION. No action, regardless of form, relating to this Agreement, may be brought by either party more than one year after the cause of action has accrued.
Limitations of Liability. The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit 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. The limitations apply without regard to the cause or responsibility of any liability or damage.
Confidentiality. The contents of this Agreement, including but not limited to price and pricing terms, and all other documents exchanged between the Supplier and Customer related to this Agreement are confidential and shall not be disclosed to any third party without mutual written consent of the Parties. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display the Customer’s logo on Supplier’s Website and other advertisement literature.
Governing Law/Venue. This Agreement shall be construed under and shall be governed by the laws of the State of Pennsylvania without regard to the application of any otherwise applicable conflicts of law principles. Venue for any proceeding (including, but not limited to all meetings, arbitrations, dispute resolutions, depositions, motions and/or trials) shall be in Erie, PA and court proceedings shall be limited to a State of Pennsylvania Court sitting in Erie County, PA or a Federal Court sitting in Erie County, PA.
Taxes. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on New Wave’s net income, shall be paid by Customer, and Customer agrees to indemnify New Wave and hold New Wave harmless from and against any and all such taxes.
Regulatory/Market Changes and Volatility/and Adjustments. This Agreement is subject to present and future legislation, orders, rules, regulations, decisions, or actions of a duly constituted governmental authority, regulatory body, ISO, PJM or market force having jurisdiction, control, or influence over this Agreement or the services to be provided hereunder. If there is a change in law, rule, regulation, tariff, regulatory structure, market movement, or market force or Supplier’s prediction thereof, which impacts any term, condition, or provision of this Agreement, including, but not limited to, rate, changes in transmission or capacity charges, PJM/ISO/RTO charges, FERC Order 745, 841, and/or 2222 costs, and collateral requirements or there is a change in business conditions, New Wave shall have the right to modify this Agreement to reflect such regulatory change by advising Customer through a bill notification, e-mail, or any other communication Supplier deems appropriate to Customer and to impose pass-through charges, line-items, or other related charges to Customer and Customer agrees to pay such charges. Customer acknowledges that the Agreement Price agreed upon may be adjusted from time to time in accordance with this provision and others herein and agrees to be responsible for such charges.
Emergency Service. Your NGDC will continue to respond to leaks and emergencies. In the event of a gas leak, service interruption or other emergency, Customer should immediately call the NGDC.
Parties Bound. This Agreement is binding upon the parties hereto and their respective successors and legal assigns. Customer and NEW WAVE have caused this Agreement to be executed by individuals authorized to bind each party, and Customer has reviewed all of the terms herein.
Warranty. This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and NWE. NWE makes no representations or warranties other than those expressly set forth in this Agreement, and NWE expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.
Entire Agreement. This signed Agreement (“Written Authorization”), or the online or voice recording authorizing Customer’s decision to take service from New Wave (“Online Enrollment”, “Voice Authorization” or “TPV”), coupled with these Terms of Service is binding and is all encompassing and embodies the entire Agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between Parties, whether written or oral, with respect to the subject matter herein. If any provision of this Agreement, in whole or in part, is held by a court or regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remaining conditions shall continue in full force and effect.
Florida
TERMS & CONDITIONS
Agreement To Sell And Purchase Energy: This is a binding agreement (“Agreement”) between New Wave Energy (“New Wave”, “NWE” or “Supplier”) and the customer referenced above (“Customer”) under which, starting on the next meter read date after the requested Start Month listed above, or on the next available meter read date occurring after execution of the Agreement, and unless stated otherwise, New Wave agrees to coordinate the sale and Customer agrees to purchase and receive the quantity of natural gas necessary to meet Customer’s requirements at the Customer’s facilities at the rate and for the terms as described in the Agreement. Supplier will arrange for the delivery of natural gas service to the respective local distribution utility or utilities (“LDC”, “Utility”, “Utility/LDC”) for delivery to Customer’s facilities as specified in this Agreement. New Wave, in its sole discretion, is authorized to select on behalf of Customer such sources of natural gas procured as it deems appropriate for the Customer’s location(s). Customer authorizes New Wave to execute on its behalf any documents necessary to effectuate any such election, and Customer authorizes New Wave, and designates New Wave as its agent, to enroll the Customer’s location(s) with its Utility(ies) for supply services consistent with this Agreement. Subject to the individual Utility(ies) enrollment schedules, the switch from Customer's Utility(ies) to New Wave’s supply may not reflect on Customer's invoices for a period of up to two (2) full billing cycles. The Customer’s LDC will continue to provide all emergency repairs and services. NEW WAVE is not affiliated with and does not represent Customer’s Utility.
Term: This Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to Supplier is deemed effective by the Utility(ies) and shall continue until terminated by the applicable effective end date to fulfill the full specified term of this Agreement, or by the Supplier at its sole discretion (the “Initial Term”). Automatic Renewal: Unless terminated by the Customer at least thirty (30) days prior to the end of the Initial Term, this Agreement will automatically renew for additional 12-month successive term periods at a Supplier variable rate (the “Renewal Rate”). The Supplier variable rate will be a monthly rate solely determined by NWE and may change substantially each month based on NWE’s Pricing methodology. Customer and New Wave agree that New Wave has the right to match any bonafide competing offer at the end of any Initial Term or any renewal term.
Price: Natural Gas: The price for all natural gas sold under this Agreement shall be a price which is set solely by NWE at its discretion and which shall reflect the cost of natural gas plus all applicable taxes, fees, charges or other assessments and NWE’s costs, expenses and margins. NWE may substantially change its margins each month. Customer’s price for natural gas services sold under this Agreement shall be a fixed rate as selected by Customer, a Supplier determined variable rate as selected by Customer, or a NYMEX monthly contract settlement price as selected by Customer, as specified herein, plus (+) transport fees, per ccf plus (+) any fixed adders listed on the first page of this Agreement. All natural rates specified by this Agreement do not include taxes, GRT, or regulated charges from the Utility including, but not limited to, T&D Charges, customer account fees, or other utility transition charges. Material Misrepresentations - Customer acknowledges that the Supply Price offered pursuant to any Transaction hereunder is based in part on Customer representations as stated on page one (1) of this Agreement. For any costs incurred, as a result of any variance in the estimated annual ccf on page one (1) of this Agreement, Supplier reserves the right to pass through such costs. For any costs incurred as a result of a variance in any other Customer representations on page one (1) that materially impacts Supplier costs or profits, Supplier reserves the right to pass through such costs; or to terminate the Agreement with thirty (30) days written notice to Customer as Supplier deems appropriate.
Fees: For Tampa Electric Co/People’s Gas (“TECO”) customers, the Load Factor Adjusted Release Rate (NCTS Rider Adder), will be passed through to Customer without markup. For all LDC’s, there is an up to $30.00 activation fee per meter for all migrating customer accounts and all new customer accounts. This fee and any others that may apply shall be added to and recouped through one or more of Customer’s initial natural gas supply invoices as issued by NWE. A listing of all service locations, which this Agreement shall apply to and be binding upon, is attached hereto as Addendum A: Additional Accounts (“Addendum A”).
Agreement Volume and Customer Usage: Subject to the Terms and Conditions of this Agreement, NWE agrees to sell and deliver, and Customer agrees to purchase and accept the quantity of natural gas, as estimated by NWE, necessary to meet Customer’s requirements based upon consumption data obtained by NWE from the delivery schedule of Customer’s LDC, or as calculated and estimated internally by NWE if such data from Customer’s LDC is not readily available, and/or as reflected on Addendum B of this Agreement. NWE reserves the right to issue estimated volumes and estimated invoices for purchase and payment by Customer to compensate NWE for any missing or inaccurate data provided or unprovided by Customer’s LDC.
Billing, Credit and Payments: Customer will be billed separately by NWE each month for natural gas supply services and any other services related to this Agreement or selected by Customer. Billing options are at the sole discretion of the Supplier and may change. Customer acknowledges that the Supplier’s ability to bill Customer is exclusively dependent on the LDC’s ability to accommodate Supplier with all necessary information, including meter readings. Should the absence of such information from the Utility exist, Customer agrees to be billed by Supplier based on estimated meter readings, and Supplier will adjust Customer’s bill the following month, or on the next bill after Supplier receives actual consumption data from the Utility(ies) to reconcile any disputes, differences, or discrepancies between estimated consumption and actual consumption. Customer will pay each invoice in full, to Supplier’s address set forth on the Agreement, within fifteen (15) days from the date of each invoice. Late and overdue payments shall be subject to a late payment fee which will be assessed at the lesser of: (i) fifteen percent (15%) of the balance of the total delinquent bill per month; or (ii) the maximum amount allowed by law. Customer will be charged twenty ($20) dollars for returned payments. If Customer fails to pay any amount when due, including early termination fees, Customer will be responsible for all of Supplier’s reasonable costs of collection, including accumulated interest, and any and all attorney’s fees. If the Parties agree to a billing date, such a date shall be subject to change in the event the Utility performs or implements a meter reading cycle in conflict with agreed upon billing/switch over date. Failure by Customer to make payment, in accordance with this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement and collect any and all past due amounts. This Agreement and any billings, invoices and payments associated with this Agreement shall not be subject to any audit by a third-party as authorized or as contracted by Customer. Customer will be entitled to a refund of any substantial overcharges discovered within twelve (12) months after such billing date if Customer makes a claim within two (2) months of discovery from the billing date. Supplier will likewise be entitled to bill and to be paid for any substantial undercharges discovered within twelve (12) months after the original billing date if the billing is made within two (2) months of discovery. LDC’s have the exclusive ability to disconnect Customer's service. The Supplier does not have this ability or authority. Failure to make full payment of charges due as outlined herein and sent via invoice will be grounds for disconnection in accordance with regulatory rules on termination of service to non-residential customers. In all circumstances, Bankruptcy and/or Pacer notifications shall not shield Customer for Customer’s obligations under this Agreement
Acceptable Methods of Payment: Unless otherwise agreed upon, Customer shall pay Supplier for services under this Agreement via auto-payment through ACH, credit card, or other acceptable form of bank draft. Customer will use the enclosed Addendum C: Auto-Payment Authorization Form (“Addendum C”) to designate and authorize their method of payment and hereby authorizes NWE to draft Customer’s account for the full balance reflected on Customer’s invoice before or by fifteen (15) days of issuance of said invoice.
Delivery and Title: New Wave will deliver all natural gas sold under this Agreement to the PJM zone, load bus or Utility City Gate, located outside of the municipality where Customer resides (the “Delivery Point”). Title to, possession of, and risk of loss of gas sold under this Agreement will pass from New Wave to Customer at the Delivery Point such that the sale originates and is consummated outside of the Customer’s municipality. (For avoidance of doubt, the Delivery Point shall in all cases be located outside of Customer’s municipality, regardless of where the PJM zone or PJM load bus or Utility City Gate is located). After delivery to the Delivery Point, Customer will be deemed to be in exclusive control and possession of the natural gas and responsible for any injury, damage, or loss.
Assignment: Customer shall not assign its rights or obligations under this Agreement in whole or in part without the prior written consent of Supplier. New Wave may sell, transfer, pledge, or assign the accounts receivable, revenues, or proceeds hereof, in connection with any financing agreement, purchase of accounts receivables program or billing services agreement, and may assign this Agreement and the rights and obligations there under, to another energy supplier, energy services company, backup service providers, or other entity without Customer’s consent. If Customer is assigned, controlled, is sold, or is transferred to another party, this Agreement shall survive and shall transfer to the other party even in an asset sale.
Account Adds/Drops: Customer may decide to add or drop one (1) or more qualified accounts throughout the life of this Agreement with respect to leasing, selling, or purchasing metered space. Customer must provide notice to New Wave within thirty (30) days prior to dropping an account due to a sale or lease of contracted metered space to another party by providing New Wave with a letter from the utility, lease agreement, or another form of documentation approved by New Wave (“Approved Documentation”) demonstrating the reason for drop in service. When Customer chooses to add a new account to the agreement due to a purchase, sale, or lease of new metered space, the Customer shall provide New Wave with Approved Documentation demonstrating the reason for adding new service. If Customer decides to drop one (1) or more accounts from this Agreement without providing Approved Documentation, Customer will be liable to Supplier for an Account Drop Fee for each account dropped, to be calculated in the same way as this Agreement’s Early Termination Fee and prorated according to the usage applicable to the Account(s) dropped.
Onsite Generation & Energy Allocations: If, after the date the Customer signed this Agreement, the Customer installs or intends to install onsite generation units; or engages in filing for or receiving discounted replacement energy; receives or engages in filing for a government-subsidized allocation; or receives any other form of allocated energy not within scope of this Agreement, it will constitute a Material Change and an Event of Default, and at Supplier's discretion, the rate may be reassessed.
Notices: All notices and similar correspondence, including those which update or otherwise alter the Terms and Conditions of service, shall be in writing and delivered to Customer and Supplier. Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, or Facsimile. Customer notices to Supplier must be in writing, via U.S. Mail. Notices will be effective upon receipt by the Party to whom it is addressed.
Cost Savings Analyses: At New Wave’s sole discretion, it may accompany this Agreement with a Cost Savings Analysis. Cost Savings Analyses are a projection of hypothetical savings and in no way, constitute or guarantee the savings reflected. Cost Savings Analyses are calculated based upon past usage data authorized by the Customer for the Supplier to retrieve, orally or written, obtained from the Utility and authorized by the Customer, or by a Utility bill provided by the Customer, and future energy market projections.
Limitations of Liability: The remedy in any claim or suit by Customer against New Wave will be solely and exclusively limited to direct actual damages, which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding twelve (12) month period. The parties agree that such remedy constitutes a reasonable approximation of the non-defaulting party’s harm or loss. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost profit 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. The limitations apply without regard to the cause or responsibility of any liability or damage.
Bid Provision: If this Agreement is attended, offered during, or is a response to a bid, Request for Proposal, or any other evaluative process then Supplier has the right to adjust this Agreement and rate offering subject to the actual execution date of said Agreement. Supplier reserves the right to reject this Agreement if the rate offering is no longer valid for the date and time in which it is executed. Rates are subject to a refresh due to market volatility.
Indemnity: Customer assumes responsibility for the natural gas service provided hereunder after it leaves the Utility’s lines at the Delivery Zone(s), as well as for the wires, apparatus, and appurtenances used in connection therewith, whether located at or beyond the Delivery Point. Each active Party shall indemnify, protect, defend and hold harmless the other Party from and against any losses, claims, damages, liabilities, costs or expenses arising from or out of any circumstance, event, incident or action during the length agreed upon and executed herein.
Governing Law: Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the State of Florida with a venue in the County of Hillsborough, FL. This Agreement shall be construed under and shall be governed by the laws of the State of Ohio without regard to the application of its conflicts of law principles.
Regulatory or Market Change: This Agreement is subject to present and future legislation, orders, rules, regulations, decisions, or actions of a duly constituted governmental authority, regulatory body, Independent System Operator, PJM or market force having jurisdiction, control, or influence over this Agreement or the services to be provided hereunder. If there is a change in law, rule, regulation, tariff, regulatory structure, or market force which impacts any term, condition, or provision of this Agreement, including, but not limited to, rate, changes in transmission or capacity charges, PJM/ISO/RTO charges, FERC Order 745 costs, and collateral requirements, New Wave shall have the right to modify this Agreement to reflect such regulatory change by providing 30 days’ written notice to the Customer and to impose pass-through charges, line-items, or other related charges to Customer and Customer agrees to pay such charges. Customer acknowledges that the Agreement Price agreed upon may be adjusted from time to time in accordance with this provision, agrees to be responsible for such revised level of the Agreement Price.
Emergencies, Outages, & Utility Quality and Consistency: The Utility will continue to operate and maintain the infrastructure, including but not limited to, electric transmission lines, wires, pipelines and apparatuses. The Utility is still responsible for upkeep, emergency services, and outages. The Customer acknowledges that New Wave is not liable or responsible for the event of outages, utility disruptions or disconnections. If Customer encounters a situation such as a power outage, natural gas emergency or interruption, or a reduction or discontinuation of Utility service(es), Customer should contact their local Utility at the emergency service number provided by the Utility.
Confidentiality: The contents of this Agreement, including but not limited to price and pricing terms, and all other documents exchanged between the Supplier and Customer related to this Agreement are confidential and shall not be disclosed to any third party without mutual written consent of the Parties. This obligation between both Parties shall continue for a period of twenty-four (24) months following the expiration or termination of this Agreement. However, the Parties acknowledge and affirm that New Wave has sole discretion to disclose and to publicize the identity of Customer as a client of New Wave and shall be entitled to display the Customer’s logo on Supplier’s Website and other advertisement literature.
Dispute Resolution: The parties shall attempt in good faith to resolve any disputes, claims, or controversies arising out of or relating to this Agreement promptly by negotiation. If the parties are unable to resolve the disputes, claims, or controversies through negotiation, the parties agree that the disputes, claims, or controversies shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Whether residential or non-residential, the customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. Any arbitration, suit, action, or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff or similar basis. No action, regardless of form, relating to this Agreement, may be brought by either party more than one year after the cause of action has accrued.
Force Majeure: New Wave will make commercially reasonable efforts to provide natural gas hereunder but does not guarantee a continuous supply of natural gas to Customer. Certain causes and events out of the control of New Wave ("Force Majeure Events") may result in interruptions in service. New Wave will not be liable for any such interruptions caused by a Force Majeure Event, and New Wave is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include, but are not limited to, acts of God, fire, flood, storm, terrorism, war, civil disturbance, accidents, strikes, labor disputes or problems, cyber-security incidents, operational flow orders, sudden failure of natural gas supply, grid constraints, freezing of wells or pipelines, required maintenance work, inability to access the local distribution utility system, non-performance by the utility (including, but not limited to, a facility outage on its natural gas distribution system), or any other cause beyond New Wave’s control. 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 natural gas rate shall be subject to change at Supplier's discretion.
Information Release Authorization: Customer authorizes New Wave to obtain and review information regarding Customer’s credit history from credit reporting agencies and the following information from the Utility(ies): consumption history; billing determinants; utility account number; credit information; participation in utility low income discount programs; existence of medical emergencies, status as to whether Customer has a medical emergency, is human needs, elderly, blind or disabled and data applicable to cold weather periods as allowed by State Law, tax status and eligibility for economic development or other incentives. Customer also authorizes NWE to engage in receiving auto-payments from Customer’s designated form of payment to cover invoices issued by NWE. This information may be used by New Wave to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law. If at any time, Customer does not meet New Wave’s commercially reasonable creditworthiness standards, New Wave may require Customer to provide performance assurances in a form and amount reasonably acceptable to New Wave 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 New Wave, then New Wave shall have no obligation to supply Customer with 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. Customer’s execution of this Agreement shall constitute authorization for the release of this information to New Wave. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to New Wave at the address listed on this Agreement. New Wave reserves the right to cancel this Agreement in the event Customer rescinds the authorization.
Termination of Service: Customer will be subject to an Early Termination Fee (“ETF”) as calculated by Supplier and described hereafter, if this Agreement is terminated before the expiration of its term variable rate or fixed-rate Initial Term, or if this Agreement is terminated before expiration of a 12-month Renewal Term, or any other subsequent renewal term. Should Customer Default, Supplier shall have the right to terminate this Agreement by delivering written notice to Customer, and to indicate Customer’s ETF owed to Supplier. Under all circumstances, Customer shall remain obligated to pay any and all amounts owed by Customer to Supplier outlined within this Agreement within a fifteen (15) day period from the invoice date. Should Supplier Default, Customer shall have the right to terminate this Agreement by delivering written notice to Supplier. In the event that the Supplier defaults, the Customer will be automatically assigned to the Utility, another energy supplier, energy services company, or terminated altogether. Non-residential customers are subject to an ETF equal to the projected remaining quantity of ccf to be consumed by the customer for the remainder of the current term, as calculated by the Supplier at the greater of the estimated annual usage, calculated by Supplier, or the most-recently available utility usage data, multiplied by the agreed upon rate within this Agreement, or the amount New Wave could resell such related services or energy quantities at the time of Customer cancellation, as calculated by Supplier, or the maximum allowed by law, plus all applicable costs, taxes and fees (including attorney’s fees and court costs) incurred by New Wave as a result of Customer's termination.
Addendum(s): This Agreement will be accompanied by, but not limited to the following Addendum(s): ADDENDDUM X: TECO/LDC Letter of Authorization Form (“Addendum X”), ADDENDUM A: Additional Accounts (“Addendum A”), ADDENDUM B: Customer Estimated Volumes (“Addendum B”), and ADDENDUM C: Customer Auto-payment Authorization Form (“Addendum C”). Addendum X shall serve as this Agreement’s Cover Page(s) and shall authorize NWE to switch Customer’s natural gas supply services from the LDC to NWE and bill Customer separately and accordingly. Addendum A shall represent an accurate list of LDC accounts Customer has provided NWE and has authorized NWE to provide natural gas supply and other energy related services as outlined by this Agreement. Addendum B shall represent monthly volumetric natural gas usage that the Customer consumes as represented by the Customer, or as obtained from the Customer’s LDC, or as estimated by NWE through its interactions with the Customer and/or the LDC and may or may not be included as part of this Agreement. Addendum C shall represent a payment authorization form allowing NWE to auto-draft the Customer’s selected payment method to pay invoices issued by NWE to Customer.
Entire Agreement: This signed Agreement (“Written Authorization”), or the online or voice recording authorizing Customer’s decision to take service from New Wave (“Online Enrollment”, “Voice Authorization” or “TPV”), coupled with these Terms and Conditions, is binding and is all encompassing and embodies the entire Agreement and mutual understandings between the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums and any Notices and Appendences) supersedes all prior agreements and understandings between Parties, whether written or oral, with respect to the subject matter herein. If any provision of this Agreement, in whole or in part, is held by a court or regulatory agency of competent jurisdiction to be invalid, void, or unenforceable, the remaining conditions shall continue in full force and effect.