General Terms and Conditions of Supply 2013 Electricity Eneco

Transcription

General Terms and
Conditions of Supply
2013
Electricity
Eneco Zakelijk B.V.
entering into effect on 1 August 2013
The original Dutch version of these General Terms and Conditions,
the ‘Algemene Leveringsvoorwaarden 2013 Elektriciteit Eneco
Zakelijk B.V.’, will at all times prevail over the English translation.
In case issues arise concerning the interpretation of the English
version, the Dutch original version will be leading.
2 | Eneco
OVERVIEW
I.These General Terms and Conditions of Supply
govern commercial High-volume Consumption
and Low-volume Consumption Connections in
context of which Eneco Zakelijk B.V. will provide
the Supply of electricity. Each article of these
General Terms and Conditions of Supply may
contain a general section that applies in respect
of both commercial High-volume Consumption
Connections and commercial Low-volume
Consumption Connections. In addition, each
article may contain a specific section that
applies only in respect of commercial Lowvolume Consumption Connections. Such a specific section will be preceded by the title ‘Lowvolume Consumption Connections’.
II.In these General Terms and Conditions of
Supply, commercial Low-volume Consumption
Connection(s) within the meaning of Article 95n
of the Dutch Electricity Act (Elecktriciteitswet)
are deemed to be commercial High-volume
Consumption Connections. In the event that
Article 95n of the Electricity Act applies, Article
4(6), Article 5, Article 7, Article 8(4) to (9) and
Article 12(10) of these General Terms and
Conditions of Supply also apply in respect of the
commercial Low-volume Consumption
Connection(s) in question.
General Terms and Conditions of Supply 2013 Electricity Eneco Zakelijk | 3
Table of contents
Article 1Definitions
Article 2Applicability of the General Terms and
Conditions
Article 3Agreement
Article 4Connection and transmission
Article 5Authorisation to permit Eneco to start
the Supply of electricity
Article 6Programme responsibility
Article 7Recording and using Customer data
Article 8Metering Device and metering data
Article 9Determination and correction of the
volume of the Supply
Article 10Inspection of the Metering Device and/
or metering data
Article 11Fees
Article 12Invoicing and payment
Article 13Guarantee, advance payment and security deposit
Article 14Duty to provide information
Article 15Premature termination
Article 16Relocation
Article 17Change of circumstances
Article 18Liability
Article 19Confidentiality
Article 20Force majeure
Article 21Permits
Article 22Amendments to the General Terms and
Conditions
Article 23Disputes
Article 24Final provisions
4 | Eneco
Article 1Definitions
Agreement: the agreement between Eneco and the
Customer with respect to the Supply of electricity,
including any addendums and framework
agreements.
Business Day(s): all the days of a year, other than
Saturdays, Sundays and (official) Dutch holidays.
Calendar Day(s): all Business Days, Saturdays,
Sundays and official Dutch holidays in a given year.
Connection: one or more connections between a
Network and a piece of immovable property within
the meaning of Article 16(a) to (e) of the Dutch
Valuation of Immovable Property Act (Wet waardering onroerende zaken) or between a Network and
another Network at a different voltage level.
Connection and Transmission Agreement: the
agreement between the Customer and the Network
Manager with respect to the connection of the
Customer’s System to a Network and the transmission of electricity, and the applicable general terms
and conditions of the Network Manager.
Consumption Notification: a notification through
which the Network Manager periodically – including
at the time of a Supplier Switch, relocation or termination of supply – communicates to the Supplier
the meter readings (including corrected meter readings) and/or consumptions.
Customer: a natural person who or legal entity that
has concluded an Agreement with Eneco or who/
that intends to conclude an Agreement with Eneco.
Eneco: Eneco Zakelijk B.V. (a holder of a permit to
supply within the meaning of Article 95a(1) of the
Electricity Act), recorded in the Trade Register of
the Chamber of Commerce under number
24296168, having its registered office in
Rotterdam, the Netherlands, and its legal
successor(s).
Eneco’s Internet Site: Eneco’s website for
Business Customers.
Connection having a total maximum capacity that
exceeds 3x80A, or a Connection within the meaning
of Article 1(2) or (3) of the Electricity Act. In addition, Low-volume Consumption Connections within
the meaning of Article 95n of the Electricity Act are
deemed to be High-volume Consumption
Connections.
Laws and Regulations: the applicable laws and regulations, in any event including the Electricity Act,
the Technical Codes based on it and other secondary regulations, in addition to the relevant regulations of the National Network Manager, other
Network Manager(s) (including regional Network
Managers) and the energy sector’s relevant
agreements.
Low-volume Consumption Connection: a
Connection having a total maximum capacity less
than or equal to 3x80A, which is not a connection
within the meaning of Article 1 (2) or (3) of the
Electricity Act.
Metering Company: an organisational unit that is
engaged in collecting, validating and determining
the readings of the Metering Device(s) in respect of
electricity for Low-volume Consumption
Connections.
Metering Device: the entire assembly of equipment
that is at least intended to measure the electricity
exchanged.
National Network Manager: a company that is designated to manage the national high-voltage
network on the ground of Article 10(2) of the
Electricity Act.
Network: one or more connections for the transmission of electricity and the transformer, switching, distribution and substations, and other auxiliary
materials, except insofar as such connections and
auxiliary materials are located in the System of a
producer or a Customer.
Network Manager: a company that is designated
to manage one or more Networks on the ground of
Article 10, 13 or 14 of the Electricity Act.
General Terms and Conditions: these ‘Eneco
Zakelijk B.V. General Terms and Conditions of
Supply 2013 – Electricity’, governing the Supply of
electricity to commercial High-volume Consumption
and Low-volume Consumption Connections, including any amendments to them.
Parties: the Customer and Eneco.
kWh: Kilowatt-hour: a quantity of energy of 1,000
watts, in a period of one hour.
Supplier: the party that is responsible for the
Supply of electricity for the benefit of a consumer.
High-volume Consumption Connection: a
Supplier Switch: the administrative act through
Recognised Metered Data Responsible: an organisational unit that meets the requirements to be recognised, as stipulated in the Dutch Electricity
Metering Code (Meetcode Elektriciteit).
which the National or another Network Manager
implements the change from the current Supplier to
the new Supplier for the benefit of the Customer’s
Connection.
Supply: the administrative act through which the
quantity of electricity consumed by the Customer is
made available at the supply point, not being the
transmission.
System: a connected party’s assembly of electrical
materials, wires and cables, starting from the
Connection’s transfer point.
Written/In Writing: in these General Terms and
Conditions ‘Written’ and ‘In Writing’ are also taken
to include electronic communication by e-mail.
Article 2 Applicability of the General
Terms and Conditions
1.The General Terms and Conditions govern any
and all offers, quotations and Agreements with
respect to Eneco’s Supply of electricity to the
Customer.
2.In the event of any discrepancy between the
provisions contained in the General Terms and
Conditions and the Agreement, the provisions
contained in the Agreement will prevail.
Derogations from the General Terms and
Conditions are permitted, provided that they
are laid down In Writing and signed by both
Parties in a legally valid manner.
3.In the event that one or more provisions contained in these General Terms and Conditions
are null and void, the other provisions will continue to apply unimpaired and in full.
4.Eneco will make a reasonable arrangement in
respect of any cases that are not provided for
in the General Terms and Conditions and the
Agreement.
5.The Customer’s general terms and conditions
or other terms and conditions are explicitly
excluded.
Article 3Agreement
1.The Agreement will be concluded:
a. as a result of Eneco’s accepting the
Customer’s application; and/or
b.as a result of the Customer’s accepting
Eneco’s offer; and/or
c.as soon as the Customer has consumed
electricity from Eneco.
2.The Customer must ensure that the agreement(s) for the Supply of electricity with its
current Supplier has/have been terminated in a
legally valid manner prior to the Supply by
Eneco. Such termination will be at the
Customer’s risk and expense.
3.The Customer must ensure that Eneco is in
possession, in a timely manner, of the
6 | Eneco
necessary and correct information in order to
commence the Supply on the agreed date and
at the agreed time. In the event that Eneco is
not in possession in a timely manner of the
necessary and correct information, that will be
at the Customer’s risk and expense.
4.The Supply will commence on the earliest possible date, which will be either the commencement date stipulated in the Agreement or the
date on which the Customer consumes electricity for the first time, within the meaning of
subsection 1(c) of this Article.
5.In the event that the (National) Network
Manager (or other Network Manager) administratively allocates the Customer’s Connection
to Eneco on a date other than the date
referred to in subsection 4 of this Article,
Eneco will be entitled to recover from the
Customer any damage that ensues.
6.The Agreement will be entered into for the
term stipulated in the Agreement. In the event
the Agreement does not stipulate the term for
which it applies, the Agreement will be deemed
to have been entered into for a term of one
year.
7.After the Agreement’s end date has passed
the Agreement will be tacitly extended, in each
case for a term of one year, unless the
Agreement has been terminated by giving
notice at least three months before the end
date of the original Agreement or before the
end date of the tacitly extended Agreement
has passed.
8.Unless these General Terms and Conditions
provide otherwise the Parties are not entitled
to terminate the original Agreement or
extended Agreement prematurely by giving
notice.
9.Only in the event that the Customer:
a.has terminated the Agreement in a legally
valid manner or the Agreement ends by
operation of law; and
b.the Customer has not concluded a new
Written agreement with Eneco; and
c.the Supply of electricity is not immediately
taken over by another Supplier,
Eneco will be entitled to send the ‘end of
supply notice’ to the National Network
Manager (or other Network Manager) and to
charge the Customer for any costs and/or
damage that ensues. In the event that Eneco
decides:
a.not to send an ‘end of supply notice’ to
the National Network Manager (or other
Network Manager); and
b.as a result the Customer continues to
receive the quantity of electricity needed,
the Parties will be deemed to have entered
into a new, open-ended Agreement subject to
the conditions and fees that Eneco will
determine at that time. Eneco will confirm In
Writing the new Agreement that has been concluded in that manner. The Customer will be
entitled to terminate that new Agreement by
giving notice at any time, with due observance
of a notice period of 30 Calendar Days.
10.The Agreement and these General Terms and
Conditions are governed by Dutch law.
11.In the event that the Agreement is entered into
with two or more Customers, each of those
Customers will be jointly and severally bound
towards Eneco to comply with the Agreement.
12.In these General Terms and Conditions Lowvolume Consumption Connection(s) within the
meaning of Article 95n of the Electricity Act
are deemed to be High-volume Consumption
Connection(s). Article 4(6), Article 5, Article 7,
Article 8(4) to (9), Article 11(7) and Article
12(10) of these General Terms and Conditions
also govern Low-volume Consumption
Connection(s) within the meaning of Article
95n of the Electricity Act.
13.In the event that the Customer is a representative within the meaning of Article 95n of the
Electricity Act, the representative guarantees
that it has representative authority to perform
legal acts on behalf of that group of Custom
ers, including concluding an Agreement with
Eneco, and also that all the requirements stipulated in Article 95n of the Electricity Act have
been met. The representative is required to
provide proof of its representative authority to
Eneco within two weeks after the Agreement
has been concluded. In the event of unauthorised representation, Eneco will be entitled to
dissolve the Agreement, and any damage that
ensues will be at the Customer’s risk and
expense.
14.Eneco is entitled to transfer the rights and obligations pursuant to the Agreement and these
General Terms and Conditions to, or to have
them performed by, a third party. The
Customer gives permission in advance for such
a transfer.
15.The Customer will be entitled to transfer its
rights and obligations pursuant to the
Agreement, in whole or in part, to a third party
only after it has received prior Written permission to do so from Eneco. Eneco may attach
conditions to such permission.
16.The Agreement will continue to apply in full in
the event that Eneco’s legal form is converted
to a different legal form or in the event that
Eneco transfers all or part of its Business to a
third party.
17.Eneco will be entitled to refrain from concluding the Agreement or, in the event that the
Agreement has already been entered into but
there has not yet been any Supply, to postpone the commencement date of the Supply,
and/or to suspend the Supply or to dissolve
the Agreement in the event that:
a.the Customer fails to identify itself in the
manner indicated by Eneco and/or fails to
provide other information that Eneco
requires in order to assess the application;
and/or
b.the person who has signed the Agreement
on behalf of the Customer was not legally
authorised/empowered to do so; and/or
c.the Customer has failed to pay a claim of
Eneco’s that is due and payable. This provision also applies in respect of a claim of
one or more other or prior parcels, provided that there is a sufficient connection
between the claim and the application to
justify the refusal; and/or
d.the requirements that Eneco stipulates to
the Customer, including security that it
requests as defined in Article 13 of these
General Terms and Conditions, are not
accepted or complied with; and/or
e.it is likely that the Customer has not or will
not comply with one or more of the provisions or regulations contained in the
Agreement or Laws and Regulations.
18.In the event that Eneco decides to suspend the
Supply or to dissolve the Agreement on the
ground of subsection 17 of this Article, Eneco
will be entitled to send an ‘end of supply notification’ to the National Network Manager (or
other Network Manager). Eneco will notify the
Customer In Writing in such cases. In the event
of such a situation the Customer will be
obliged to reimburse Eneco for the costs that
Network Manager) charges Eneco in that
respect.
19.The Customer is obliged to cooperate with the
conclusion, performance and possible termination of the Agreement and will refrain from performing any acts (or failing to perform any
acts) that would impede Eneco from complying
with its obligations pursuant to the Agreement
or that would cause damage to Eneco’s personnel and/or property. The Customer must
impose the same obligation on those persons
for whom the Customer is liable on the ground
of the law.
20.Except insofar as these General Terms and
Conditions explicitly provide otherwise, oral
notifications and/or oral undertakings and/or
oral agreements will not have any legal effect,
unless they have been confirmed In Writing by
a person who is authorised to represent Eneco.
21.Any amendments to the Agreement may be
made only if they have been laid down In
Writing and signed by both Parties in a legally
valid manner.
22.After the Agreement has been terminated the
Customer will be bound by the provisions laid
down in or pursuant to the Agreement, until
the Customer has complied with all its obligations that ensue from the Agreement.
Low-volume Consumption Connections
23.The conditions stipulated in Article 54 of the
Electricity Act and Eneco’s quality criteria for
the provision of services govern the
Agreement. The quality criteria can be found on
Eneco’s Internet Site.
24.As a supplement to the provisions stipulated in
subsection 1 of this Article, Eneco will lay
down every Agreement In Writing.
25.In derogation from the provisions stipulated in
subsection 6 of this Article, the Agreement will
be entered into for an indefinite term (i.e. open
ended), unless the Parties have agreed otherwise In Writing.
subsection 7 of this Article, the Agreement will
be tacitly extended for an indefinite term after
its end date has passed. The Customer will be
entitled to terminate the extended Agreement
by giving notice at any time, with due observance of a notice period of 30 Calendar Days,
unless the Parties have agreed In Writing on a
shorter term.
27.The Customer will not owe any costs in connection with the termination of an open-ended
Agreement.
28.In the event that the Parties have concluded a
fixed-term Agreement and the Customer terminates the Agreement before the agreed term
has expired, the Customer will owe Eneco the
fee agreed for the premature termination.
However, the Customer will not owe Eneco any
termination fee in the event that the Customer
terminates the Agreement within 10 Business
Days after notification of a change in the
quality criteria for the provision of services by
Eneco, other than as a result of an amendment
to regulations made by the government.
subsection 9 of this Article, Eneco will terminate the Supply to the Customer as from the
time at which the Agreement has been terminated. Unless the Parties agree otherwise In
Writing, Eneco will also terminate the Supply
to the Customer in the event that, at the time
at which the Agreement is terminated, the
Customer is not yet entitled to the Supply on
the ground of another agreement for Supply
and the Network Manager can deactivate the
Connection and/or disrupt the transmission for
that reason.
subsection 14 of this Article, Eneco will notify
the Customer in a timely manner in the event
that Eneco transfers its rights and obligations
8 | Eneco
pursuant to the Agreement to a third party. In
cases in which Eneco is not liable towards the
Customer for a third party’s compliance, or the
transfer is not made in connection with the
transfer of Eneco’s Business, the Customer will
be entitled to terminate the Agreement by
giving notice, provided that it does so within 30
Calendar Days after the notice referred to above
has been given, in which case a termination fee
within the meaning of Article 15(7) of these
General Terms and Conditions will not be due.
31.As a supplement to Article 4(3) of these
General Terms and Conditions, after it gives
prior warning Eneco will be entitled to:
a.suspend the Supply; and/or
b.terminate or dissolve the Agreement; and/
or
c.limit the Supply if possible or attach
special conditions to the Supply,
in the event that the Customer fails to comply
with one or more of its obligations towards
Eneco. Such a case will apply, e.g., in the event
that the Customer has failed to pay a claim of
Eneco’s that is due and payable, including a
claim in respect of one or more other or prior
parcels, provided that there is a sufficient connection between the claim and Eneco’s obligation to justify the measure. Eneco will exercise
those powers only in accordance with the relevant statutory rules and in the event that the
Customer’s failure to comply with its obligations justifies doing so.
32.Eneco will cancel the measures referred to in
subsection 31 of this Article only after the
Customer has remedied the reason for the
measures and has reimbursed in full the costs
that ensue from it and any damage that Eneco
has sustained as a result. Eneco may attach
conditions to its cancelling such measures.
33.Eneco’s legally valid exercise of its powers
referred to in subsections 31 and 32 of this
Article will not lead to Eneco being liable for
any damage that ensues for its doing so.
Article 4Connection and transmission
1.The Customer must ensure that the
Connection(s) is/are in compliance with the
Laws and Regulations and that its System(s)
is/are connected to the Network Manager’s
Network.
2.The Customer must conclude with the relevant
Network Manager(s) one or more Connection
and Transmission Agreements for the
Connection(s) that form(s) part of the
Agreement. That/those Connection and
Transmission Agreement(s) may not be suspended or terminated as long as the
Agreement is still in force. Connection and
transmission will be at the Customer’s risk and
expense at all times.
3.Eneco will be authorised to suspend the Supply
and/or dissolve the Agreement in the event
that the Customer is not (or no longer is) in
compliance with all the conditions and provisions pursuant to the Connection and
Transmission Agreement.
4.In the event that the National Network Manager
(or other Network Manager) limits or interrupts
the transmission of electricity or the transmission of electricity is limited or interrupted for
any other reason, Eneco will be entitled to:
a.immediately suspend and/or limit the
Supply; and/or
b.prohibit the consumption for particular
purposes; and/or
c.attach special conditions to the Supply.
Eneco will not be liable for any damage that
ensues in this respect.
5.In the event that the Supply is suspended or
limited as referred to in subsection 4 of this
Article, the validity and term of the Agreement
will remain fully in force.
subsection 2 of this Article, on the ground of
the Electricity Act Eneco will conclude the
Connection and Transmission Agreement with
the Customer on behalf of the Network
Manager and will charge the Customer the fees
that are periodically due on the ground of the
Connection and Transmission Agreement.
Article 5 Authorisation to permit Eneco
to start the Supply of electricity
1.Without prejudice to the Customer’s obligation
to conclude a Connection and Transmission
Agreement, the Customer authorises Eneco to
do whatever is necessary to ensure that the
Supply can commence on the agreed date,
including, if applicable:
a.requesting information about the
Customer’s consumption in the preceding
years from the accessible metering register set up by Network Managers within
the meaning of the Electricity and Gas
Information Code; and/or
b.request the end date and the notice period
of the current Supply agreement from the
party that is responsible for the Supply on
the ground of that agreement or from the
central end-of-contract register set up by
Suppliers within the meaning of Article
7(2) of these General Terms and
Conditions; and/or
c.terminate the current Supply agreement;
and/or
d.apply to the Network Manager for a
Connection and Transmission Agreement
and – in the event of a relocation – terminate the current Connection and
Article 6Programme responsibility
1.The Customer transfers to Eneco the programme responsibility, subject to the conditions stipulated in subsections 2 and 3 of this
Article. Eneco will in turn place the programme
responsibility with the recognised party
responsible for the programme within the
Eneco Group.
2.The Customer undertakes to provide Eneco, at
the Customer’s expense, with the information
required to comply with the programme
responsibility with respect to any scheduled
and unscheduled deviations by the Customer
and/or third parties in respect of the Business
operations that would affect the amount of
the Customer’s electricity consumption.
Scheduled deviations in the Business operations include deviations in the Business operations as a result of maintenance and significant
deviations in the production; unscheduled deviations in the Business operations include deviations in the Business operations as a result of
breakdowns and emergencies.
3.In the event that the Customer fails to provide
Eneco with the information referred to in subsection 2 of this Article, fails to do so in a
timely manner, fails to provide that information
in full or provides that information incorrectly,
Eneco will carry out the programme responsibility on the basis of estimated information
and/or information that is incorrect in whole or
in part, in which case Eneco will be entitled to
charge the Customer any imbalance costs that
ensue. Those costs will be based on subsequent costing.
Article 7 Recording and using Customer
data
1.Eneco records the Customer’s data in the
context of the application for, conclusion of
and/or performance of the Agreement and/or
other services.
2.Eneco may use a Suppliers’ central end-of-contract register so that the Customer can be
informed of any concurrence of the Agreement
with another Supply agreement and, if the
Customer so wishes, in order to prevent the
conclusion of a ‘double’ Supply agreement. The
term and notice period of the Agreement will
be recorded in that end-of-contract register.
Those data may be requested only by a
Supplier that has been authorised to do so by
the Customer.
3.Eneco uses the Network Managers’ accessible
metering register in order to record the meter
readings or the consumption, in particular in
the event of relocation and a Supplier Switch.
The Electricity and Gas Information Code stipulates which data are recorded in the accessible
metering register and which parties are permitted to have access to those data.
4.Eneco is entitled to have at its disposal the
data that have been obtained using the
Metering Device and to further process them
insofar as it is necessary to do so in order to
properly perform the Agreement, including
compliance with its statutory duties and/or
obligations. That in any event does not include
metering data per fifteen minutes and per day.
In the event that the Customer considers it
desirable for Eneco to also have access to
those data the Parties must make a supplementary agreement In Writing to that effect.
5.The Customer is entitled to take note of the
data that are recorded in respect of it on the
ground of subsections 1 to 4 of this Article. To
do so the Customer must submit to Eneco a
Written request, together with a copy of a valid
identification document. The Customer will
owe Eneco a fee for processing the request.
The Customer is entitled to submit to Eneco a
Written, substantiated request to change the
data in respect of it. Eneco will send a Written,
substantiated response to such a request.
Article 8 Metering Device and metering
data
1.The Customer is responsible for having one or
more Metering Devices that are in compliance
with the Laws and Regulations installed and
maintained, at its own risk and expense, including the proper administrative registration of
the identifying characteristics of the Metering
Device(s) in the systems intended for that
purpose.
2.The Customer is responsible for having the
metering data in respect of the Connection(s)
recorded properly and in a timely manner, at its
own risk and expense, in accordance with the
provisions contained in the Connection and
Transmission Agreement and the Laws and
Regulations, and for ensuring that they are
provided to Eneco properly and in a timely
manner.
3.In the event that the Customer does not
comply/has not complied with the provisions
stipulated in subsections 1 and 2 of this
Article, Eneco will be entitled to charge the
Customer for any damage and/or costs that
ensue.
4.In derogation from the provisions contained in
10 | Eneco
subsection 1 of this Article, the Network
Manager will be responsible for installing and
maintaining one or more Metering Devices.
5.The Customer authorises Eneco, or the
Metering Company that Eneco engages, to
collect the metering data registered by the
Metering Device and to further process them
(or have them processed).
6.The Customer is obliged to use the Metering
Company that Eneco engages.
7.In derogation from the provisions contained in
subsection 6 of this Article, the Customer is
free to choose the Metering Company in
respect of its Low-volume Consumption
Connection(s) within the meaning of Article
95n of the Electricity Act. The Customer must
notify Eneco at least 30 Calendar Days before
the commencement date of the Agreement in
the event that the Customer chooses a different Metering Company than the Metering
Company that Eneco engages. In the event
that the Customer fails to notify Eneco in that
respect, or fails to do so in a timely manner,
the Customer will be obliged to use the
Metering Company that Eneco engages.
8.Eneco reserves the right to charge the
Customer the costs related to carrying out the
duties and complying with the responsibilities
of the Metering Company that Eneco engages.
9.The Customer is obliged to give the Metering
Company that Eneco engages access to the
Metering Device(s) at all times so that the
metering data can be collected and passed on
to Eneco in a timely manner. In the event that
the Customer fails to do so that will be at the
Customer’s own risk and expense, in which
context the Customer will bear the consequences of, e.g., the estimation of data and
extra costs incurred in order to obtain the
metering data later.
Article 9 Determination and correction
of the volume of the Supply
1.The scope of the quantity of electricity that the
Customer consumes (also to be referred to
below as the volume of the Supply) is measured using the Metering Device(s) that belong
to the relevant Connection(s) of the Customer.
The Recognised Metered Data Responsible or
the Metering Company will collect the metering
data and pass them on to the National
Network Manager (or other Network Manager).
The National Network Manager (or other
Network Manager) will send those metering
data to Eneco by means of Consumption
Notifications. In principle Eneco will invoice the
volume of the Supply to the Customer on the
basis of the Consumption Notifications.
2.The Consumption Notifications referred to in
subsection 1 of this Article are the only basis
for the definitive determination of the volume
of the Supply and the relating invoicing, subject
to the provisions contained in subsection 3 of
this Article and Article 10 of these General
Terms and Conditions.
3.In the event that it is not possible to properly
determine the volume of the Supply in the
period in question, for example because Eneco
is unable to have at its disposal the metering
data that are relevant for it (or is unable to do
so in a timely manner), or in the event that a
manifest error is made when the metering data
is collected or passed on, Eneco will be authorised to estimate the volume of the Supply in
the period in question. In that context Eneco
will use the data that it has at its disposal in
that respect, notwithstanding Eneco’s obligation to subsequently charge the Customer, if
possible, for the quantity of electricity that the
Customer actually consumed in the period in
question. Standards that may be used to make
the estimate include:
a.the volume of the Supply in the same
period in the preceding year; or
b.the average volume of the Supply in the
preceding and subsequent period; or
c.another fair standard.
4.Eneco is entitled to estimate the expected
volume of the Supply in advance and to periodically charge the Customer for it. Eneco will
notify the Customer In Writing in the event that
it exercises that power. Eneco will set off with
the Customer any differences between the
quantity of electricity that it estimated in
advance and charged to the Customer in
respect of a particular period against the quantity of electricity that the Customer consumed
in the period in question according to the
Consumption Notification from the National
5.As soon as Eneco has received a Consumption
Notification from the National Network
Manager (or other Network Manager) for the
period in respect of which Eneco has charged
the Customer for an estimated consumption,
Eneco will set off any difference between the
estimate referred to in subsections 3 and 4 of
this Article against the quantity of electricity
that the Customer has consumed according to
the Consumption Notification from the
National Network Manager (or other Network
Manager). Those differences will be set off only
in respect of a maximum period of 24 months,
back-calculated from the date on which Eneco
receives the Consumption Notification from
Network Manager); such differences will be set
off in favour of Eneco in respect of the entire
corrected consumption period, in which
context Eneco will also be entitled to charge
the Customer interest at a rate of three (3)
percent.
6.In the event that Eneco receives a
Consumption Notification (or other notification)
from the National Network Manager (or other
Network Manager) containing a corrected
volume of Supply in respect of a particular
period, Eneco will recalculate, with due observance of the provisions contained in subsection
7 of this Article, the fee that the Customer
owes Eneco in respect of the corrected consumption period. An amount may be set off
with the Customer on the basis of that recalculation. This subsection applies notwithstanding
the provisions contained in Article 10 of these
General Terms and Conditions.
7.In the event that it appears from the recalculation referred to in subsection 6 of this Article
that Eneco must pay an amount to the
Customer, the setoff will be in favour of the
Customer. The period in respect of which such
a recalculation will be made will not exceed 24
months, back-calculated from the date on
which Eneco receives the corrected
Consumption Notification from the National
In the event that it appears from the recalculation referred to in subsection 6 of this Article
that the Customer must pay an amount to
Eneco, the setoff will be in favour of Eneco, in
which case Eneco will be entitled to apply that
setoff in respect of the entire corrected consumption period and to charge the Customer
the amount that results from the setoff.
8.In the event that at any time Eneco has charged
the Customer for an incorrect volume of the
Supply, in respect of any period whatsoever,
regardless of the cause, Eneco will be obliged
only to recalculate the volume of the Supply and
the related setoff with the Customer in accordance with the provisions contained in Articles
9 and 10 of these General Terms and
Conditions. In that respect, under no circumstances can Eneco be obliged to pay any other
compensation and/or set off any other amount.
Article 10 Inspection of the Metering
Device and/or metering data
1.In the event that there is any doubt about the
accuracy of the volume of the Supply that
Eneco charges the Customer in accordance
with the provisions contained in Article 9(1) of
these General Terms and Conditions, caused
by, e.g.:
a.incorrect operation of the Metering
Device; and/or
b.inaccurate relevant metering data that
third parties provide to Eneco; and/or
c.inaccurate administrative recording and
processing of those data by third parties,
either Party will be entitled to request the relevant Recognised Metered Data Responsible,
the relevant Metering Company or the relevant
National Network Manager (or other Network
Manager) to investigate the matter. The Party
that avails itself of that entitlement must
immediately notify the other Party In Writing,
and inform the other Party In Writing of the
results of the investigation immediately after
the investigation has been completed. Under
no circumstances will the request for an investigation referred to in this subsection lead the
repeal or suspension of the Customer’s obligation to pay Eneco for the volume of the Supply
that has already been charged.
2.The costs of the investigation referred to in
subsection 1 of this Article will be paid by the
Party that the relevant Recognised Metered
Data Responsible, the relevant Metering
Company or the relevant National Network
Manager (or other Network Manager) has
found to be in the wrong, or largely in the
wrong, notwithstanding any possibilities that
Party may have to recover those costs from a
third party.
3.In the event that it appears from the investigation that the volume of the Supply referred to
in subsection 1 of this Article for which Eneco
has charged the Customer was incorrect,
Eneco will request the National Network
Manager (or other Network Manager) to
provide a corrected Consumption Notification
on the basis of the outcome of the
investigation.
4.After it receives the corrected Consumption
Notification referred to in subsection 3 of this
Article, Eneco will recalculate the fee that the
Customer owes Eneco for the corrected consumption period, with due observance of the
provisions contained in the following subsection. An amount may be set off with the
Customer on that basis.
5.In the event that it appears from the recalculation that Eneco must pay an amount to the
Customer, the setoff will be in the Customer’s
favour. The period in respect of such a setoff
will not exceed 24 months, back-calculated
from the date of the Written notification
referred to in subsection 1 of this Article. In
the event that it appears from the recalculation
that the Customer must pay an amount to
Eneco, the setoff will be in favour of Eneco, in
which case Eneco will be entitled to implement
that setoff in respect of the entire corrected
consumption period and to charge the
Customer the amount that results from the
setoff.
6.The Customer must notify Eneco immediately
12 | Eneco
in the event that an inspection of the Metering
Device and/or metering data is desired on the
ground of the Connection and Transmission
Agreement or on other grounds and must
inform Eneco of the result of the inspection
referred to in this subsection immediately after
the inspection has been completed.
Article 11 F
ees
1.The Customer will owe Eneco fees, in accordance with the Agreement, for the Supply and
any other services agreed.
2.Eneco is entitled to adjust the fees agreed,
unless the Parties have agreed otherwise.
3.Eneco reserves the right to charge on to the
Customer the consequences of amendments
to the Laws and Regulations, such as adjustments of rates for energy tax and VAT, implemented before or during the term of the
Agreement. The Customer will not be entitled
to terminate the Agreement prematurely in the
event that such a situation arises.
4.All the fees that the Customer owes on the
ground of the Agreement will be increased by
any and all existing taxes, surcharges and/or
duties, or any taxes, surcharges and/or duties
that are introduced, that Eneco is obliged or
authorised to charge the Customer pursuant to
a government order.
5.In the event that an additional assessment is
imposed on Eneco by, e.g., the Dutch Tax and
Customs Administration (Belastingdienst) in
respect of the taxes, surcharges and/or duties
referred to in subsection 4 of this Article, such
as energy tax and VAT, Eneco will be entitled
to charge the additional assessment on to the
Customer, including the interest applied. Eneco
reserves the right to increase that additional
assessment by the other costs that Eneco has
incurred.
6.In the event that the Agreement is tacitly
extended, as from the date on which the
Agreement is extended the Customer will owe
Eneco a fee to be determined by Eneco. That
fee that is due and/or any other services will
be determined by Eneco periodically. In addition, Eneco will be entitled to change the conditions underlying the tacitly extended
Agreement.
7.Adjustments of fees on the ground of the
Connection and Transmission Agreement, as
referred to in Article 4(6) of these General
Terms and Conditions, will be made in accordance with the general terms and conditions of
the Network Manager(s).
Article 12 I nvoicing and payment
1.Eneco will periodically charge the Customer the
fees that the Customer owes Eneco pursuant
to the Agreement and these General Terms and
Conditions, by means of an itemised invoice.
2.Eneco will be entitled to send the Customer a
corrected invoice, for example after Eneco has
received a corrected Consumption Notification
from the National Network Manager (or other
Network Manager) in respect of a particular
period.
3.The payment term is a maximum of 14
Calendar Days after the date of the invoice.
4.The statutory time limit will commence 14
Calendar Days after the date of the invoice in
question.
5.In the event that the Customer fails to pay the
invoice and/or fails to pay it in full and in a
timely manner, the Customer will be in default
by operation of law without any further notice
being required. Under no circumstances will the
payment obligation be repealed or suspended
on the ground of objections to the invoice.
6.In the event that the Customer fails to pay an
invoice within the payment term, in addition to
the amount invoiced it will also owe statutory
interest for commercial transactions for each
Calendar Day on which the payment is made
late, without prejudice to Eneco’s right to reimbursement of the judicial and/or extrajudicial
collection costs. Eneco may demand immediate
payment of the amounts referred to in this
subsection.
7.Unlike Eneco, the Customer is not entitled to
set off the amounts that it is charged against
any amount that Eneco owes it. The Customer
also is not entitled to suspend its payment
obligation.
8.The Parties will agree on the payment method.
Eneco will offer the Customer the choice to
make payment by bank transfer or direct debit.
Eneco does not accept payments in cash.
subsection 7 of this Article, the Customer will
be entitled to set off any amount that Eneco
owes it in the event that the statutory requirements governing setoffs have been met.
However, the Customer is not entitled to set
off any amounts that Eneco has charged by
means of advance invoices.
10.Eneco will charge the Customer the fees due in
respect of the Supply and the fees that the
Customer periodically owes the Network
Manager on the ground of the Connection and
Transmission Agreement. The Customer is
obliged to pay those fees due to Eneco. In
order to discharge its obligations the Customer
may pay those fees only to Eneco.
11.Eneco will charge the fees to the Customer by
means of an itemised invoice in the event of
relocation, in the event that the Agreement is
terminated, and otherwise at least once a year.
The criteria that Eneco applies in this respect
are stipulated in the quality criteria for the provision of services by Eneco.
12.At Eneco’s request the Customer will owe
advances on the amounts that it will have to
pay in respect of the Supply during the current
settlement term. Eneco will determine in reasonableness the amount of the advances, the
period to which they relate and the times at
which they will be charged to the Customer
and must be paid. The Customer may request
Eneco to adjust the amount of the advances,
provided that it substantiates the reasons for
doing so. Eneco will render a decision in
respect of such a request in reasonableness.
13.In the itemised invoice, which will be sent to
the Customer at least once a year in accordance with subsection 1 of this Article, at least
the advances that the Customer has been
charged and/or advances paid will be set off.
Article 13 Guarantee, advance payment
and security deposit
1.Eneco is entitled to investigate the Customer’s
creditworthiness (or to have it investigated) at
any time in order to assess whether the
Customer will be able to comply with its obligations pursuant to the Agreement. The
Customer will cooperate with such an
investigation.
2.Immediately at Eneco’s request the Customer
will be obliged to furnish security for fees and/
or financial positions that Eneco takes on
behalf of the Customer that ensue directly
from (a) purchase position(s) taken that the
Customer owes or will owe in the future on the
ground of the Agreement. Eneco will determine
the type of security to be furnished, in which
context it may choose, e.g., an unconditional
and irrevocable bank guarantee for an indefinite term, to be issued by a reputable financial
institution in the Netherlands that is under the
supervision of the Dutch Central Bank (De
Nederlandsche Bank) and that has an ‘A’ rating
and/or a security deposit and/or a periodic
advance payment. At the Customer’s request
Eneco will inform the Customer why it has
requested that the Customer furnish security.
However, the Customer who is making such a
request will not in any way affect the
Customer’s obligation to provide Eneco with
the security requested. The costs related to
such security (and its being furnished) will be
paid by the Customer.
3.Eneco will be entitled to request the Customer
to furnish the security referred to in subsection
2 of this Article both during the term of the
Agreement and after it has ended, however in
the latter case only in the event that the
Customer still owes Eneco any amount.
4.The Customer must furnish the security
referred to in subsection 2 of this Article within
10 Business Days after Eneco requests it. In
the event that the Customer fails to do so
Eneco will be entitled to suspend the Supply
for a term to be determined by Eneco or to dissolve the Agreement effective immediately, or
to resell on the market, in whole or in part, the
financial positions that have been taken on
from (a) purchase position(s) taken, at the
market prices that apply at that time, or to
hedge them or phase them out in another
manner. Any and all negative trading results or
other results, damage and costs that ensue
will be paid by the Customer. Eneco will not
owe the Customer any compensation in such
cases, but the Customer will be liable for compensation towards Eneco.
5.Eneco will determine the amount of the security referred to in subsection 2 of this Article,
which will be at least equal to the amount that
Eneco is of the opinion the Customer owes for
a Supply term of six months, plus any financial
positions that Eneco has taken on behalf of
the Customer that ensue directly from (a) purchase position(s) taken, unless Eneco is of the
opinion that it requires a lesser amount of
security.
6.Eneco will not refund a security deposit until
the Customer has paid any and all claims that
ensue from the Agreement and there are no
longer any financial positions that Eneco has
taken on behalf of the Customer that ensue
directly from (a) purchase position(s) taken. In
the event that the Customer fails to pay any
and all outstanding claims within a reasonable
term to be stipulated by Eneco, Eneco will be
entitled to deduct such claims from the security deposit before refunding the remainder of
the security deposit to the Customer.
7.Eneco will pay the Customer interest as from
the date on which the Customer pays the
Security Deposit. The interest percentage on
the security deposit will be equal to the statutory interest rate on consumer transactions
minus three (3) percent, subject at all times to
a minimum of one (1) percent.
8.Eneco will pay (and/or set off) the interest to
the Customer when it refunds the security
deposit.
9.In the event that Eneco exercises the powers
referred to in this Article, under no circumstances can that lead to any liability on the
part of Eneco towards the Customer.
14 | Eneco
subsection 2 of this Article, Eneco will not be
entitled to request any further security from
the Customer in the event that Eneco requests
periodic advance payments of the amounts
due on the ground of the Agreement.
11.As a supplement to the provisions stipulated in
subsection 6 of this Article, when the
Agreement is terminated the security deposit
will be refunded or set off within six weeks
after the final invoice.
Article 14 Duty to provide information
1.The Parties are obliged to notify each other
immediately in the event that a characteristic
of the Connection, such as the connection
value, changes compared with what the
Parties have agreed. In such cases Eneco will
be entitled to adjust the fee for the Supply as
from the time at which the change occurs.
2.The Customer is obliged to notify Eneco In
Writing immediately in the event that the
Customer can expect that the actual quantity
of electricity that it will consume will deviate
from the contracted quantity of electricity by
more than 20 percent or more than 1,000,000
kWh or that its expected consumption profile
deviates from the historic consumption profile
that the Customer previously provided to
Eneco. Eneco will then determine in reasonableness the conditions pursuant to which
electricity will be supplied to the Customer for
the remaining agreed Supply period.
3.The Customer is obliged to notify Eneco immediately of any relevant circumstances and/or
changes that are relevant in connection with
the performance of the Agreement, in any
event including:
a.scheduled interruptions in and/or scheduled changes to the standard Business
operations;
b.unscheduled interruptions, breakdowns,
shutdowns and/or other unscheduled
deviations from the standard Business
operations;
c.information concerning a deterioration (or
possible deterioration) in its financial
position;
d.changes to the Customer’s name as indicated in the Agreement;
e.changes to the representative, if any;
f.changes to the names and e-mail
addresses of contact persons;
g.changes to bank account numbers and
invoice and/or correspondence
address(es);
h.an intended relocation, contract takeover
or Business discontinuation; and
i.organisational changes, such as mergers,
takeovers, partial sale of Business activities or new Business activities.
4.Eneco is entitled to inform the relevant
Network Manager regarding the information,
cases and changes of circumstances within the
meaning of subsection 3 of this Article, if and
subject to the condition that the Network
Manager requires them and uses them exclusively in order to comply with its statutory
duties and/or obligations, including the proper
performance of the Connection and
5.In the event that the Customer fails to notify
Eneco immediately of the changes, deviations
or cases (or any intended changes, deviations
or cases) referred to in subsections 1 to 3 of
this Article, the Customer will be liable for any
damage that Eneco sustains as a result. Such
damage could consist of, e.g., costs that Eneco
incurs in order to purchase and/or sell quantities of electricity on the wholesale market.
Article 15 Premature termination
1.Without prejudice to their other rights pursuant
to this Agreement, the Parties will be entitled
to dissolve the Agreement effective immediately by means of a registered letter, without
any demand, notice of default or judicial intervention being required, in the event that:
a.the other Party is granted a suspension of
payments; and/or
b.the other Party files a petition for bankruptcy or is declared bankrupt.
In the event that the Agreement is terminated
in accordance with the provisions stipulated in
this subsection, under no circumstances will
the Party that dissolves the Agreement be
liable for any damage, the foregoing without
prejudice to the provisions contained in subsection 6 of this Article.
subsection 3 of these General Terms and
Conditions, without prejudice to Eneco’s other
rights pursuant to this Agreement Eneco will
be entitled to dissolve the Agreement effective
immediately by means of a registered letter,
without any demand, notice of default or judicial intervention being required, in the event
that:
a.the other Party is in default in respect of
its compliance with its payment obligation
and that default has continued longer than
14 Calendar Days; and/or
b.the other Party is otherwise in default in
respect of its compliance with its obligations pursuant to the Agreement; and/or
c.the Customer’s necessary Connection and
Transmission Agreement has been terminated; and/or
d.the Customer has had a Supplier Switch
implemented in respect of the electricity
that it purchases from Eneco.
Under no circumstances will Eneco be liable for
any damage in the event that Eneco terminates the Agreement in accordance with the
provisions stipulated in this subsection.
Article 3 of these General Terms and
Conditions, the Customer will be entitled to
terminate the Agreement by giving notice in
the event that the Customer discontinues its
Business, in which case the Customer will be
entitled to terminate the Agreement by giving
notice In Writing immediately after the resolution to discontinue the Business has been
passed.
4.The Customer will owe Eneco a termination fee
that will be due and payable immediately in the
event that the Agreement is terminated prematurely on the grounds stipulated in subsections 1, 2 and 3 of this Article. Eneco will
determine the amount of that termination fee
and will calculate it on the basis of the number
of months between the premature termination
of the Agreement on the one hand and the
original end date of the Agreement on the
other. The termination fee may consist of
various components, including:
a.costs for the sale of electricity that has
already been purchased;
b.agreed surcharges;
c.costs for transmission and services;
d.costs for handling the premature
termination;
e.damage caused by Eneco’s reversing
financial positions that it has taken on
from (a) purchase position(s) taken; and
f.other loss of income and/or costs, such as
profit that has not been earned, fixed fees
that have not been charged and an inte
rest payment.
5.In the event that the Agreement is terminated
prematurely on the ground of this Article, the
amounts that the Customer already owed at
the time at which the Agreement is terminated
will be immediately due and payable.
6.Eneco’s rightfully exercising its powers as stipulated in this Article will not lead to it being
liable for any damage that ensues.
subsection 4 of this Article, Eneco will be entitled to a termination fee only in the event that
the Agreement is terminated prematurely
during the initial contract term. The amount of
that fee will be in accordance with the
Reasonable Termination Fee Guidelines1.
8.As a supplement to subsections 1 and 2 of this
1
ichtsnoeren Redelijke Opzegvergoedingen VergunninghouR
ders of the NMa, 15 November 2011.
Article, Eneco will be authorised to dissolve the
Agreement without any judicial intervention
being required in the event that:
a.the interruption of the Supply referred to
in Article 4(4) of these General Terms and
Conditions continues longer than 30 consecutive Calendar Days;
b.a debt rescheduling scheme is declared to
apply at law in respect of the Customer; or
c.the Customer is granted a suspension of
payments or the Customer is declared
bankrupt.
Eneco will also be entitled to suspend the
Supply in the event of a bankruptcy, suspension of payments or a debt rescheduling
scheme that is declared to apply at law.
9.Eneco will notify the Customer immediately in
the event that it exercises its powers as stipulated in this Article.
Article 16 Relocation
1.In the event that the Customer relocates it will
be obliged to have the Agreement continue for
the remainder of its term for the benefit of the
new parcel(s). The Customer must notify Eneco
In Writing with respect to the relocation at
least 30 Calendar Days before the relocation
date.
2.Eneco reserves the right to modify the
Agreement, including the fee, and to charge
the Customer for any costs incurred in the
event that Eneco is of the opinion that the
Supply at the Connection(s) of the new parcel(s) deviates considerably from the Supply at
the Connection(s) at the old parcel(s) or in the
event that it appears that the connection
value(s) of the Connection(s) at the new parcel(s) deviate(s) from the connection value(s) of
the Connection(s) at the old parcel(s).
3.In the event that it relocates the Customer will
be obliged:
a.in derogation from the provisions stipulated in subsection 1 of this Article, to
notify Eneco at least 10 Business Days
before the Customer obtains possession
of the new parcel with respect to the
impending relocation and its new
address(es); and
b.notify Eneco within 5 Business Days after
the Customer has lost possession of the
old parcel of the readings of the old parcel’s Metering Device(s) at the time of
departure, by means of a statement that
it has signed (and that preferably has also
been signed by the new owner(s)/resident(s)); and
c.notify Eneco within 5 Business Days after
the Customer has obtained possession of
16 | Eneco
the new parcel of the readings of the new
parcel’s Metering Device(s) at the time of
occupation, by means of a statement that
it has signed (and that preferably has also
been signed by the former owner(s)/
resident(s)).
4.In the event of relocation Eneco will inform the
Customer regarding matters such as the termination of the Connection and Transmission
Agreement in respect of the old parcel and the
conclusion of a Connection and Transmission
Agreement in respect of the new parcel.
5.Eneco will be entitled to amend the Agreement
in the event that it expects that the Supply in
the new parcel will deviate considerably from
the Supply in the old parcel.
6.In the event that the Customer relocates and
temporarily does not yet have a new
Connection at its disposal at the new parcel,
the Parties will determine in consultation
whether, and if so subject to what conditions,
Eneco’s obligation to Supply will be suspended
until the time at which the Customer has a
Connection at its disposal at the new parcel.
7.In the event that the Customer relocates and
temporarily has two Connections at its disposal, Eneco will take care of the Supply for
both the old parcel and the new parcel subject
to the conditions agreed, unless Eneco cannot
reasonably be expected to continue to take
care of the Supply for the old parcel subject to
the conditions agreed.
Article 17 Change of circumstances
1.In the event that unexpected circumstances
arise, such as (an) amendment(s) to the Laws
and Regulations, as a result of which, on the
basis of the standards of reasonableness and
fairness, one or both of the Parties no longer
can be expected to maintain the Agreement
unchanged, the Parties will modify the existing
Agreement insofar as necessary.
2.If, in the situation described in subsection 1 of
this Article, the Parties are unable to modify
the existing Agreement, the Parties will
consult regarding the conclusion of a new
Agreement.
Article 18 L iability
1.Eneco will not be liable towards the Customer
for damage that the Customer sustains as a
result of:
a.any breach or wrongful act on the part of
Eneco; or
b.the conduct of persons for whom Eneco is
legally liable; or
c.defects in goods for which Eneco is legally
liable.
2.Insofar as Eneco would be liable towards the
Customer and the provisions stipulated in
subsection 1 of this Article do not apply for
any reason whatsoever, Eneco’s liability will be
limited to the Customer’s direct damage as a
result of any event for which Eneco is legally
liable. Eneco is not liable for indirect damage.
Indirect damage includes:
a.consequential damage;
b.trading loss;
c.loss of income;
d.lost savings;
e.damage as a result of Business
interruption;
f.damage as a result of a decrease in
goodwill;
g.the Customer’s liability towards third
parties; and
h.immaterial damage.
3.Insofar as Eneco is obliged towards the
Customer to compensate damage, with due
observance of the provisions contained in subsections 1 and 2 of this Article, that obligation
to compensate damage will be limited in all
cases to an amount equal to three times the
average monthly invoice amount for the Supply
(inclusive of energy tax and VAT), to be calculated on the basis of the preceding 12 months,
the foregoing subject at all times to a
maximum of EUR 500,000 (inclusive of energy
tax and VAT), for each incident.
4.The limitation of liability that ensues from the
provisions contained in subsection 3 of this
Article will lapse in the event that there has
been an intentional act or omission on the part
of Eneco itself in respect of occurrence of the
damage referred to in that subsection.
5.The Customer indemnifies Eneco in respect of
the obligation to pay compensation of damage
to third parties, if and insofar as the damage for
which Eneco is being held liable is the result of:
a.Eneco’s performance of the Agreement; or
b.an incident for which the Customer is
liable towards Eneco contractually or
non-contractually,
except insofar as there has been an intentional
act or omission on the part of Eneco itself in
respect of occurrence of the damage.
6.The Customer must notify Eneco In Writing of
any damage as quickly as possible, but in any
event within 60 Calendar Days after the
damage arose, unless the Customer can plausibly demonstrate that it could not have
reported the damage any earlier.
7.Subsections 3 to 5 of this Article do not apply.
8.Except in the case of damage that arises as a
result of an intentional act or omission or gross
negligence on the part of Eneco, in all cases
compensation is excluded in respect of
damage:
a.to objects that the Customer uses in the
context of conducting a Business or practising a profession; or
b.as a result of a Business interruption; or
c.as a result of an inability to practise a profession; or
d.as a result of a loss of profits.
9.If and insofar as Eneco is obliged towards the
Customer to compensate damage in the
context of these General Terms and
Conditions, damage will qualify for compensation only up to the maximum amount of EUR
2,000,000 (two million euros) for each incident
for all Customers jointly. In the event that the
total of the incidents of damage to persons
and/or property exceed EUR 2,000,000, the
Customers’ claims will be paid proportionately.
10.Moreover, compensation of damage other than
personal injury is limited to the maximum
amount of EUR 1,400 (one thousand and four
hundred euros) per Customer, regardless of the
scope of the total amount of the damage.
11.The liability regime stipulated in the preceding
subsections of this Article also apply in respect
of third parties that Eneco engages in connection with the performance of the Agreement
and in respect of persons for whom Eneco or
such a third party is liable.
Article 19 C
onfidentiality
1.The Parties deem the content of the
Agreement and any and all information that
the Parties obtain in the context of the
Agreement, with the exception of the metering
data and information that is public knowledge,
to be strictly confidential information. The
Parties will maintain complete confidentiality in
respect of the confidential information during
the term of the Agreement and for a term of 3
years after the Agreement has ended.
2.The Parties will not disseminate the confidential information within their organisations in a
circle that is broader than that which is necessary in order to properly perform the
Agreement. The Parties must impose on their
personnel an obligation to comply with these
provisions governing confidentiality.
3.Confidential information will be provided to third
parties only after the other Party has given permission to do so In Writing and in cases in which
there is a statutory obligation to do so.
Article 20 F
orce majeure
1.In the event that one of the Parties is prevented from complying with its obligations pursuant to the Agreement as a result of force
majeure, that Party must immediately inform
the other Party of the situation involving force
majeure, stating all the relevant circumstances,
including a reasonable estimate of how long
the situation involving force majeure is
expected to last. That Party must also keep
the other Party informed about any and all
developments that are related to the situation
involving force majeure. In order to end the situation involving force majeure as quickly as
possible, the Party that is affected by force
majeure will be required to take whatever measures can be expected from a reasonable Party
acting with due care. Such measures will be at
the risk and expense of the Party that is
affected by force majeure.
2.Without prejudice to the provisions contained
in Articles 4 and 18 of the General Terms and
Conditions, Eneco will be entitled to invoke
force majeure in the event that the Customer’s
consumption is impeded by the following
circumstances:
a.a failure of the Customer’s System or
Connection to operate or to operate properly; and/or
b.an interruption or limitation of the Supply
as a result of the Network or another
technical ballast in the provision of electricity failing to operate or failing to
operate properly; and/or
c.a lack, suspension or termination of a
Connection and Transmission Agreement;
and/or
d.any other circumstance in the context of
the Connection and the transmission of
electricity.
Any consequences of such impediments will be
at the Customer’s risk and expense.
Article 21 P
ermits
1.The obligation to Supply in accordance with the
Agreement will end in the event that the
supply permit that has been granted to Eneco
is revoked.
Article 22 Amendments to the General
Terms and Conditions
1.Eneco is entitled to amend its terms and conditions, unless the Parties have agreed otherwise In Writing. Eneco will give notice of
amendments to the terms and conditions at
least 10 Calendar Days before they enter into
effect. Such amendments will enter into effect
on the date indicated in the notification.
2.Eneco will give notice of the amendments
referred to in subsection 1 of this Article by
means of a personal notification and/or by
means of a general announcement on Eneco’s
Internet Site and/or in one or more daily newspapers or weekly magazines that are distributed in the Netherlands.
18 | Eneco
3.The amendments referred to in subsection 1 of
this Article also apply in respect of Agreements
that are already in effect, unless the Parties
have agreed otherwise In Writing.
4.The Customer will not be entitled to terminate
the Agreement prematurely in the event that
Eneco amends its General Terms and
Conditions.
subsection 4 of this Article, in the event that
Eneco amends the General Terms and
Conditions the Customer will be entitled to terminate the Agreement prematurely. In such
cases Eneco will inform the Customer of the
possibility to terminate the Agreement prematurely by giving notice in the notification
referred to in subsection 2 of this Article.
Article 23 D
isputes
1.Any disputes between the Parties in respect of
the Agreement or further Agreements that
result from it that the Parties cannot resolve in
consultation will be resolved by the District
Court of Rotterdam.
subsection 1 of this Article, in the event that
the Customer has a complaint regarding the
conclusion or performance of the Agreement or
regarding the rates that Eneco invoices for the
Network Manager (with the exception of the
rejection of a proposed repayment arrangement) the Customer must first submit that
complaint to Eneco. The quality criteria for the
provision of services by Eneco contain a
description of how the Customer must submit
a complaint and the term within which the
Customer will receive a response from Eneco.
3.In the event that a complaint is not resolved to
the satisfaction of both Parties, and in the
event that a proposed repayment arrangement
is rejected, either the Customer or Eneco may
submit the dispute to the Commercial Energy
Committee of the Dutch Foundation for
Consumer Complaints Boards (De
Geschillencommissie, to be referred to as the
‘Complaints Board’)2 or to the District Court of
Rotterdam.
4.In the event that the Customer chooses to
submit a dispute to the Complaints Board
Eneco will be bound by that choice.
5.A complaint must be submitted to the
Complaints Board In Writing within 3 months
after the complaint is submitted to Eneco.
See www.degeschillencommissie.nl
2
6.In the event that Eneco chooses to have a
dispute handled by the Complaints Board it will
submit a Written proposal to the Customer to
that effect. In the event that the Customer
fails to confirm In Writing within 5 weeks that
it accepts the handling of the dispute by the
Complaints Board, Eneco will submit the
dispute to the District Court of Rotterdam. In
the event that the Customer rejects the proposal or has not accepted the proposal within
the term of 5 weeks and Eneco has failed to
submit the dispute to the District Court of
Rotterdam within 2 months, the Customer will
be entitled to submit the dispute to the
Complaints Board to be handled.
7.The Complaints Board will render a decision
subject to the conditions laid down in its rules
of procedure. The Complaints Board’s decisions are binding on both Parties. A small fee is
due for the handling of a complaint. In the
event that the Complaints Board rules that the
Customer’s complaint is well founded, Eneco
will reimburse the Customer for that fee.
Article 24 F
inal provisions
1.The General Terms and Conditions enter into
effect on 1 August 2013.
2.The General Terms and Conditions may be
referred to as the ‘Eneco Zakelijk B.V. General
Terms and Conditions of Supply 2013
– Electricity’.
3.The General Terms and Conditions are published on Eneco’s Internet Site and are available for inspection at Eneco’s offices. Printed
and/or digital copies of these General Terms
and Conditions are available free of charge
upon request.
Eneco Zakelijk B.V.
www.eneco.nl/grootzakelijk
EIB.FOL.AVE.01.16
PO Box 5
3000 AA Rotterdam
The Netherlands

General Terms and Conditions of Supply 2013 Electricity Eneco

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