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NY Terms & Conditions & ESCO Bill of Rights

Residential Customers: Terms & Conditions

"New Wave Energy Corporation", "NWEC", "Supplier" means New Wave Energy Corporation and refers to the retail energy provider supplying you "Customer," with energy services as outlined in the below Customer Terms and Conditions and as addressed in this Energy Supply Services Agreement "Agreement". Herein, Supplier and Customer may be individually referred to as "Party" or collectively as "Parties".

Purchase and Sale of Services-  This is a full requirements agreement. Upon offer and acceptance of the terms and services in this Energy Supply Services Agreement, Supplier hereby agrees to purchase and to sell electricity and/or natural gas to Customer, and Customer agrees to purchase and receive the quantity of electricity and/or natural gas at the rate and for the term set forth and indicated herein.

Supply Price- Electricity: Customer shall pay Supplier for the electric energy purchased at the energy supply rate, as specified on page one (1) of this Agreement. All rates supplied to Customer, will be supplied to Customer by Supplier plus (+) (i) all applicable Taxes, (ii) all other amounts related to the purchase and delivery of electric energy to the Delivery Point(s); including but not limited to capacity, congestion, ancillary services and ISO administrative cost Renewable Portfolio Standard, (iii) all Pass-Through Charges, and (iv) Supplier margin.    The rate is a composition of the cost elements to serve Customer Accounts as specified by this Agreement. If fixed price, the price shall be stated on the first page of this Agreement. The fixed adder price does not include Taxes or regulated charges from the Utility including, but not limited to, T&D Charges, customer account fees, or other utility transition charges. Natural Gas: In lieu of a variable price Customer’s price shall be NYMEX monthly contract settlement price, plus (+) transport fees, per ccf plus (+) the fixed adder listed on the first page of this agreement. If fixed price, the price shall be stated on the first page of this agreement. 

Adjustments- In the event that the Market, Grid Operator, Pipeline, Utility or EDC: (i) implements a mandatory service for suppliers; (ii) changes transmission or capacity charges; (iii) increases Supplier's collateral requirements due to market movement; or (iv) adopts any other changes in its collateral or tariff requirements, or changes in Customer's capacity and/or transmission obligations, and such occurrence results in a material change in costs (upward or downward) to NWEC in providing service to Customer, NWEC may adjust the Contract Price (upward or downward, as appropriate) to Customer to reflect Customer's proportional share of such material change, market adjustments or increases, increases in credit or collateral requirements, or any other increase in costs. Customer acknowledges that the Contract 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 Contract Price.

Term- The effective term of this Agreement shall commence with the date as indicated by this Agreement, or such date thereafter as service is authorized by Customer's Utility(ies), and shall continue until terminated by the effective end date or by the Supplier at its sole discretion.  The switch from the Utility to Supplier may take up to two (2) full billing cycles to complete.  Upon completion of the Initial Term, this Agreement will automatically renew at the same terms and conditions. Customer shall have three (3) business days from receipt of the first billing statement of Customer's Renewal Term to reject renewal terms and cancel renewal agreement. The Renewal Rate will be a monthly market rate as reasonably determined by Supplier. Supplier shall have the right to match any bonafide competing offer at the end of the Initial Term or any Renewal Term.

Customer Billing Acknowledgement- Billing options are at the sole discretion of the Supplier. In most cases the Customer will still receive one convenient bill from the Utility. In some cases the Customer will receive a separate invoice from the Supplier. Ultimately the Customer shall have the responsibility to make the request to the Supplier as to what billing method best suits their needs. Customer acknowledges that the Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or Independent Systems Operator’s (ISO’s) ability to accommodate Supplier  with all necessary information, including meter readings, in the case of scaler meters and recorded data in the instance of IDR meters. Should the absence of such information from the Utility or ISO exist, Supplier may bill Customer on estimated meter readings. Customer’s bill will be adjusted the following month, or on the next bill after Supplier receives Actual consumption data from the Utility or ISO, to reconcile any disputes, differences, or discrepancies between estimated consumption and Actual consumption.

Billing and Payments- If Customer is enrolled in  the consolidated billing option, Customer will still receive one (1) bill from  the Utility with Supplier’s charges included and payment will be due in accordance with Customer’s normal billing cycle as determined by their respective Utility. Otherwise, Customer will receive an invoice from Supplier following its meter read date or meter read estimate for services provided under this Agreement. Payment in full is due fifteen (15) days from the date of such an invoice. Customer shall make payments to the address set forth on the applicable executed Energy Supply Services Agreement. Late and overdue payments shall be subject to a late payment fee which will be assessed at the lesser of: (i) a first time late payment penalty is not to exceed fifteen percent (15%) of the balance of the total delinquent bill; 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, Customer will be responsible for all of Supplier’s reasonable costs of collection, including any and all attorneys 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 to this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement and collect all, and any past due amounts.

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

Customer’s Right to Rescission- If the Customer named herein is receiving residential service, the Customer has the right to rescind this Agreement without penalty within three (3) days after the effective, executed signature date with all of its Terms and Conditions, is executed and received. Following the expiration of three (3) days, if the Customer should choose to terminate the Agreement, before the expiration of the Term, the Customer will be subject to the penalties described within the “Early Termination of Service” provision. Non-residential customers have no right to receind this Agreement without penalty.

Assignment- Customer may assign this Agreement to a third party only with Supplier’s prior, written consent. Supplier may assign this Agreement, accounts, revenues, and proceeds, or grant a lien against them to credit providers and to a third party without Customer’s prior written consent. Supplier may also assign its rights and responsibilities under this Agreement to certain backup service providers under Agreement to perform services such as invoicing and power scheduling (“Service Partners”). Customer's assignment shall be limited to an entity controlled by, controlling, or under common control with Customer and the Agreement shall remain valid.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. In the case of a drop in service due to a sale or lease of contracted metered space to another party, Customer shall provide New Wave Energy with a letter from the utility, lease agreement, or another form of documentation approved by New Wave Energy proving 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 Energy with a letter from the utility, lease agreement, or another form of documentation approved by New Wave Energy proving the reason for adding new service. If Customer decides to drop one 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. The Account Drop Fee will be calculated in the same way as the corresponding 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 (such as solar panels, or wind turbine, etc); or engages in filing  for or receiving discounted replacement energy; receives or engages in filing for a NYPA allocation; or receives any other form of allocated energy not within scope of this Agreement, will constitute a Material Change and an Event of Default, and at Supplier's discretion, either (i) the Rate associated with this Agreement may be reassessed and delivered to Customer using the Supplier's internal calculations; or (ii) termination of this Agreement will be processed and the Customer will be returned back to their Utility(ies) Company(ies).

Notices- All notices and similar correspondences will be in writing and delivered to Customer and Supplier. The written Notices can be delivered via U.S. Mail, courier, Electronic Mail, Text Message, or Facsimile. Notices will be effective upon receipt by the person to whom it is addressed. Notices can also be sent to update, change, or otherwise alter the Terms & Conditions as presented herein.

Cost Savings Analyses- In most cases this Agreement will be accompanied with a Cost Savings Analysis/Analyses. Cost Savings Analyses are a projection of hypothetical savings and in no way constitute or guarantee the savings reflected on the individual Cost Savings Analysis. 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 or by rate hikes enforced by the Utility or the threat thereof.

Limitations of Liability- Liability for damages not excused by reason of force majeure or otherwise shall be limited to direct actual damages. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost 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 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 electric and/or 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 there with 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- This Agreement and the rights and duties of both parties shall be governed by the laws of the State of New York in the County of Erie.

Change in Law - If there is a change (including changes in interpretation) in law, regulation, rule, ordinance, order, directive, filed tariff, decision, writ, judgment, or decree, by a governmental authority or regulatory body or the regional Independent Systems Operator ("ISO"), or there are any fees, or costs imposed or implemented by a governmental authority or the regional Independent System Operator ("lSO",“PJM”); or there is market movement related to increased costs; or there is a change in cost for Supplier to service Customer; and the change causes Supplier to incur operating or other costs or expenses related to the services in this Agreement; or there is a change in business conditions, in order to maintain the same level and quantity of delivery of energy, these costs and expenses may, at our discretion, to the extent permitted by applicable law or regulatory rules, be assessed to Customer's invoice as additional pass-through charges or additional line-item and Customer agrees to pay the pass-through 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 kWh/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 representation 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.

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. The Customer acknowledges that New Wave Energy is not liable or responsible for the event of power outages by any other entity besides New Wave Energy. If Customer encounters a situation such as a power outage, emergency power situation, or a reduction in normal power quality, Customer should contact the Utility at the emergency service number provided by the Utility.

Emergency Contact Numbers: Central Hudson Gas and Electric: (800) 527-2714; Consolidated Edison of NY: (800) 752-6633; Corning Natural Gas: (607) 936-3755; National Grid (KED-NY): (718) 643-4050; National Grid (KED-LI): (800) 490-0045; National Grid: (800) 892-2345; National Fuel Gas: (800) 444-3130; NYSEG: (800) 572-1131; Orange and Rockland: (877) 434-4100; or Rochester Gas and Electric: (800) 743-1701 (electric) /(800) 743-1702 (gas).

Service Disconnection- Local Utility companies 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.

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

FERC Order 745 Costs- Customer's Agreement rate(s) do not include any FERC Order 745 Costs associated with serving your Accounts. FERC Order 745 Costs are considered additional costs under this Agreement and are passed-through to the Customer. Any modifications or conditions to the treatment of FERC Order 745 Costs under the ISO tariff or otherwise shall be deemed a change in law or change in cost of service as described within the Change in Law/Change in Cost of Service provision within this Agreement. "FERC Order 745 Costs" means any costs or charges imposed by the ISO or grid operator on load served by Supplier in complying with Federal Energy Regulatory Commission ("FERC") Order No. 745 18 CFR Part 35 (March 15, 2011) as may be modified, amended or suspended.

Customer Protection- The energy services provided by Supplier are protected by the terms and definitions of this Agreement. The services provided by the Utility are protected by the Non-Residential Rules of the New York State Department of Public Service. Any questions regarding the competitive, deregulated, energy market, including information about Energy Services/Supply Companies (ESCOs) can be referred to the New York State Public Service Commission. Customer may also contact Supplier’s Customer Service Department at 1-855-53-ENERGY or the Department ESCO hotline at 1-888-697-7728 with any questions Customer may have.

Public Recognition and Affiliate Advertising- New Wave Energy shall have the discretion to disclose and publicize the identity of Customer as a client of New Wave Energy and shall be entitled to display the Customer’s logo on Supplier Website and other Advertisement literature.

Confidentiality- The contents of this Agreement and all other documents exchanged between the Supplier and Customer which relate to this Agreement are confidential and shall not be disclosed to any third party. This obligation between both Parties shall last for a period of twenty-four (24) months following the expiration or termination of this Agreement.  Any information released before this threshold shall be accompanied by written consent of both Parties.

Dispute Resolution- In the event of a billing dispute or a disagreement involving NWEC’s service hereunder, the parties will use their best efforts to resolve the dispute. Customer should contact NWEC by telephone or in writing as provided above. The dispute or complaint relating to a residential customer may be submitted by either party at any time to the DPS pursuant to its Complaint Handling Procedures (“Procedures”) 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: http://www.dps.ny.gov/  Customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute.

 WAIVER OF JURY TRIAL- IN CONNECTION WITH ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED ALL PARTIES HEREIN WAIVES, TO THE FULLEST EXTENT ALLOWED BY LAW, ALL RIGHTS TO, AND AGREES NOT TO SEEK OR DEMAND, A TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATED TO THIS AGREEMENT.

Severability- 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 without being invalidated in any capacity.

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

Default Liability- FOR BREACH OF ANY PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY SHALL BE THE SOLE AND EXCLUSIVE REMEDY. THE BREACHING PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER DAMAGES AT LAW OR IN EQUITY SHALL NOT APPLY. THE PARTIES ACKNOWLEDGE THAT ACTUAL DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND IN THE ABSENCE OF SUCH LIQUIDATED DAMAGES PROVISION, OBTAINING AN ADEQUATE REMEDY WOULD BE INCONVIENENTAND THAT SUCH LIQUITATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE NON-DEFAULTING PARTY’S HARM OR LOSS.

 TERMINATION OF SERVICE PROVISIONS:

Termination of Service: Customer will be subject to an Early Termination Fee (ETF) as calculated and described hereafter, if Agreement is terminated before the expiration of its initial term, or any subsequent renewal term.

 EARLY TERMINATION OF SERVICE PROVISIONS:

(a). Customer- Should Customer Default, Supplier shall have the right to terminate this Agreement by delivering written notice to Customer. Supplier has sole discretion to calculate the Termination Value and to charge such a calculated amount. Under all circumstances, Customer shall remain obligated to pay any and all other amounts owed by Customer to Supplier outlined within this Agreement within a fifteen (15) day threshold from the date the invoice has been set.

(b.) Supplier- 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 returned to the responsibility of the Utility with no interruption of services.

Calculation of Early Termination Fee- If Commercial Customer, Early Termination Fee is equal to the remaining Agreement kWh or ccf Quantity as calculated by Supplier multiplied by $0.01/kWh or $0.10/ccf; or the maximum allowed by law. If Residential Customer with one (1) to  twelve (12) months remaining on a Fixed Agreement Early Termination Fee will not exceed $99.00. For Residential Customers with more than twelve (12) months remaining in their Initial Term the Early Termination Fee will not exceed $199.00.

Entire Agreement- This Agreement is all encompassing and embodies the entire Agreement and mutual understandings between  the Parties. This Agreement (including Enrollment Consent Forms, LOAs, Riders, Addendums, any Notices and Appendences, supersedes all prior agreements and understanding between Parties, whether written or oral, with respect to the subject matter herein.

 

Customer Disclosure Statement (Summary)

Energy Supply Rate: kWh: Customer will pay a fixed or variable rate to Supplier as agreed upon between Customer and Supplier herein.

Term: Start Month will be on or after your next scheduled meter read from your Utility and continue for the Term Selected and/or indicated within your Enrollment confirmation. Enrollment may take up to two (2) full billing cycles to complete.

Customer’s Right to Rescission: The Customer, named herein has the right to rescind this Agreement within three (3) business days without penalty for residential service only. After three (3) business days, if Customer terminates this agreement prior to the expiration of the term listed above, Customer will be subject to an
Early Termination Fee (ETF) as described in the Early Termination of Service provision of the Customer Terms and Conditions.

Renewal Provision: Auto-renewal with a month-to-month, index variable rate unless terminated by Customer upon expiration of Initial Term..

Late Payment: 1.5% of monthly bill amount owed

Early Termination FeeIf Commercial Customer, Early Termination Fee is equal to the remaining Agreement kWh or ccf Quantity multiplied by $0.01/kWh or $0.10/ccf; or the maximum allowed by law. If Residential Customer with one (1) to twelve (12) months remaining on a Fixed Agreement Early Termination Fee will not exceed $99.00If Residential Customer with more than twelve (12) months remaining in their Initial Term the Early Termination Fee will not exceed $199.00.

Events in which Fixed Rate can be changed and/or adjusted: If there is a Change-in-Law and or Regulation

Conditions in which savings to customer are guaranteed: Not applicable.

View ESCO Bill of Rights

Ohio TERMS & CONDITIONS:

TERMS & CONDITIONS:

“New Wave Energy Corporation”, “NWEC”, “Supplier” means New Wave Energy Corporation and refers to the retail energy provider supplying you “Customer,” with energy services as outlined in the below Customer Terms and Conditions and as addressed in the Voice Authorization (voice recording), or as in this Energy Supply Services Agreement “Agreement”, “Written Authorization”. Herein, Supplier and Customer may be individually referred to as “Party” or collectively as “Parties”.
Entire Agreement: This signed Agreement (“Written Authorization”), or the voice recording authorizing Customer’s decision to switch to NWEC (“Voice Authorization”), 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, any Notices and Appendences, supersedes all prior agreements and understanding between Parties, whether written or oral, with respect to the subject matter herein.

Purchase and Sale of Service: Unless otherwise stated or agreed upon, this is a full requirements Agreement. Upon offer and acceptance of the terms and services in this Energy Supply Services Agreement, Supplier hereby agrees to purchase and to sell electricity and/or natural gas to Customer, and Customer agrees to purchase and receive the quantity of electricity and/or natural gas at the rate and for the term set forth and indicated herein.
Supply Price: Electricity: Customer shall pay Supplier for the electric energy purchased at the energy supply rate, as specified on page one (1) of this Agreement, or as stated in the Voice or Written Authorization. All rates supplied to Customer, will be supplied to Customer by Supplier plus (+) (i) all applicable Taxes; (ii) all other amounts related to the purchase and delivery of electric energy to the Delivery Point(s); (iii) all Pass-Through Charges; (iv) all capacity, ancillary services, losses, Auction Revenue Rights (“ARR”), Renewable Portfolio Standards (“RPS”) compliance costs, and any other miscellaneous recovery charges (including, but not limited to, ISTO/RTO/PJM electric-related assessments); (v) Consumption Activity Taxes (“CAT”), (vi) Supplier margin, and (vii) Capacity. The rate is a composition of the cost elements to serve Customer Accounts as specified by this Agreement. If fixed price, the price shall be stated on the first page of this Agreement. The fixed adder price does not include Taxes or regulated charges from the Utility including, but not limited to, T&D Charges, customer account fees, or other utility transition charges. Natural Gas: In lieu of a variable price Customer’s price shall be NYMEX monthly contract settlement price, plus (+) transport fees, per ccf plus (+) the fixed adder listed on the first page of this agreement. If fixed price, the price shall be stated on the first page of this agreement. In the event that an extreme Market condition ("event") exists or arises during the Term of this Agreement and this event is not covered within the stated Terms and Conditions of this Agreement, and this event forces fixed components, energy rates and applicable energy components to rise above quoted or normal costs to deliver the energy to the Customer's Utility designated Delivery Point(s), such account(s) will be billed according to an applicable index rate plus (+) a pass through of all applicable delivery components including, but not limited to energy, capacity, congestion, ancillary services and ISO administrative cost Renewable Portfolio Standard, and losses plus (+) a fixed adder rate of $0.006 / kWh or $0.03/ccf.

Adjustments: In the event that the Market, Grid Operator, Pipeline, Utility or EDC: (i) implements a mandatory service for suppliers; (ii) changes transmission or capacity charges; (iii) increases Supplier's collateral requirements due to market movement; or (iv) adopts any other changes in its collateral or tariff requirements, or changes in Customer's capacity and/or transmission obligations, and such occurrence results in a material change in costs (upward or downward) to NWEC in providing service to Customer, NWEC may adjust the Contract Price (upward or downward, as appropriate) to Customer to reflect Customer's proportional share of such material change, market adjustments or increases, increases in credit or collateral requirements, or any other increase in costs. Customer acknowledges that the Contract 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 Contract Price.

Term: The effective term of this Agreement shall commence with the date as indicated by this Agreement, or such date thereafter as service is authorized by Customer's Utility(ies), and shall continue until terminated by the effective end date or by the Supplier at its sole discretion. The switch from the Utility to Supplier may take up to two (2) full billing cycles to complete. Upon completion of the Initial Term, this Agreement will automatically renew at the same terms and conditions. Customer shall have three (3) business days from receipt of the first billing statement of Customer's Renewal Term to reject renewal terms and cancel renewal agreement. The Renewal Rate will be a monthly market rate as reasonably determined by Supplier. Supplier shall have the right to match any bonafide competing offer at the end of the Initial Term or any Renewal Term.
Customer Billing Acknowledgement: Billing options are at the sole discretion of the Supplier. In most cases the Customer will still receive one convenient bill from the Utility. In some cases the Customer will receive a separate invoice from the Supplier. Ultimately the Customer shall have the responsibility to make the request to the Supplier as to what billing method best suits their needs. Customer acknowledges that the Supplier’s ability to bill Customer is exclusively dependent on the Utility’s or Independent Systems Operator’s (ISO’s) ability to accommodate Supplier with all necessary information, including meter readings, in the case of scaler meters and recorded data in the instance of IDR meters. Should the absence of such information from the Utility or ISO exist, Supplier may bill Customer on estimated meter readings. Customer’s bill will be adjusted the following month, or on the next bill after Supplier receives Actual consumption data from the Utility or ISO, to reconcile any disputes, differences, or discrepancies between estimated consumption and Actual consumption.
Billing and Payments- If Customer is enrolled in the consolidated billing option, Customer will still receive one (1) bill from the Utility with Supplier’s charges included and payment will be due in accordance with Customer’s normal billing cycle as determined by their respective Utility. Otherwise, Customer will receive an invoice from Supplier following its meter read date or meter read estimate for services provided under this Agreement. Payment in full is due fifteen (15) days from the date of such an invoice. Customer shall make payments to the address set forth on the applicable executed Energy Supply Services Agreement. Late and overdue payments shall be subject to a late payment fee which will be assessed at the lesser of: (i) a first time late payment penalty is not to exceed fifteen percent (15%) of the balance of the total delinquent bill; 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, Customer will be responsible for all of Supplier’s reasonable costs of collection, including any and all attorneys 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 to this provision, constitutes a breach of this Agreement and Supplier may terminate this Agreement and collect all, and any past due amounts.
Credit: If at any time, Customer does not meet NWEC’s commercially reasonable creditworthiness standards, NWEC may require Customer to provide performance assurance in a form and amount reasonably acceptable to NWEC such as a letter of credit, third-party guarantee, deposit or prepayment. If Customer fails to provide such assurance within five (5) business days after notice from NWEC, then NWEC shall have no obligation to supply Customer with Power or Natural Gas and may suspend deliveries, terminate this agreement and all associated transactions, and liquidate any commodity purchased for delivery to Customer during future periods.
Customer's Right to Rescission: For Residential Customers ONLY: The Utility(ies) listed herein is responsible and will send Customer confirmation of Customer’s enrollment with Supplier. Customer has the right to rescind, and cancel this Agreement without penalty or ETF within a seven (7) business day period from the confirmation notice postmark date as notified by Customer’s Utility(ies) for both gas and/or electric services provided herein. Customer must contact Customer’s Utility(ies) company(ies) as referenced herein regarding proper cancellation of this Agreement. Supplier is not responsible for any discrepancies, mistakes, errors, timing issues, and/or failures of Customer’s Utility(ies) in providing Customer confirmation of Customer’s enrollment with Supplier.
Assignment: Customer may assign this Agreement to a third party only with Supplier’s prior, written consent. Supplier may assign this Agreement, accounts, revenues, and proceeds, or grant a lien against them to credit providers and to a third party without Customer’s prior written consent. Supplier may also assign its rights and responsibilities under this Agreement to certain backup service providers under Agreement to perform services such as invoicing and power scheduling (“Service Partners”). Customer's assignment shall be limited to an entity controlled by, controlling, or under common control with Customer and the Agreement shall remain valid.
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. In the case of a drop in service due to a sale or lease of contracted metered space to another party, Customer shall provide New Wave Energy with a letter from the utility, lease agreement, or another form of documentation approved by New Wave Energy proving 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 Energy with a letter from the utility, lease agreement, or another form of documentation approved by New Wave Energy proving the reason for adding new service. If Customer decides to drop one 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. The Account Drop Fee will be calculated in the same way as the corresponding 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 (such as solar panels, or wind turbine, etc); or engages in filing for or receiving discounted replacement energy; receives or engages in filing for a NYPA allocation; or receives any other form of allocated energy not within scope of this Agreement, will constitute a Material Change and an Event of Default, and at Supplier's discretion, either (i) the Rate associated with this Agreement may be reassessed and delivered to Customer using the Supplier's internal calculations; or (ii) termination of this Agreement will be processed and the Customer will be returned back to their Utility(ies) Company(ies).
Notices: All notices and similar correspondences will be in writing and delivered to Customer and Supplier. For Supplier: Supplier notices to Customer can be delivered via U.S. Mail, courier, Electronic Mail, Text Message, or Facsimile. For Customer: Customer notices to Supplier, in writing, via U.S. Mail Notices will be effective upon receipt by the person to whom it is addressed. Notices can also be sent to update, change, or otherwise alter the Terms & Conditions as presented herein.
Cost Savings Analysis: In most cases this Agreement will be accompanied with a Cost Savings Analysis/Analyses. Cost Savings Analyses are a projection of hypothetical savings and in no way constitute or guarantee the savings reflected on the individual Cost Savings Analysis. 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 or by rate hikes enforced by the Utility or the threat thereof.
Limitations of Liability: Liability for damages not excused by reason of force majeure or otherwise shall be limited to direct actual damages. Neither Party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including lost 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. In addition, Customer and Supplier agree that each party may bring claims against the other, only in Parties’ individual capacity, and not as a Plaintiff or Class Member in an purported Class, Class Action, or Representative proceeding.
Bid Provision: If this Agreement is attended, offered during, or is a response to a bid, Request for Proposal, or 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 electric and/or natural gas service provided hereunder after it leaves the Utility’s lines at the Delivery 􏰞one(s), as well as for the wires, apparatus, and appurtenances used in connection there with 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: This Agreement and the rights and duties of both parties shall be governed by the laws of the State of Ohio with a venue in Cuyahoga County, OH.
Change in Law: If there is a change (including changes in interpretation) in law, regulation, rule, ordinance, order, directive, filed tariff, decision, writ, judgment, or decree, by a governmental authority or regulatory body or the regional Independent Systems Operator ("ISO", “PJM”), or there are any fees, or costs imposed or implemented by a governmental authority or the regional Independent System Operator ("lSO",“PJM”); or there is market movement related to increased costs; or there is a change in cost for Supplier to service Customer; and the change causes Supplier to incur operating or other costs or expenses related to the services in this Agreement; or there is a change in business conditions, in order to maintain the same level and quantity of delivery of energy, these costs and expenses may, at our discretion, to the extent permitted by applicable law or regulatory rules, be assessed to Customer's invoice as additional pass-through charges or additional line-item and Customer agrees to pay the pass-through 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 kWh/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 representation 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.
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. The Customer acknowledges that New Wave Energy is not liable or responsible for the event of power outages by any other entity besides New Wave Energy. If Customer encounters a situation such as a power outage, emergency power situation, or a reduction in normal power quality, Customer should contact the Utility at the emergency service number provided by the Utility.
Service Disconnection: Local Utility companies 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.
Governmental Authority: New Wave Energy is not liable for any damages due to an interruption of service caused by acts of any governmental authority or changes in laws, rules, regulations, legislation, force majeure circumstances, practices or procedures of any governmental authority.
FERC Order 745 Costs: Customer's Agreement rate(s) do not include any FERC Order 745 Costs associated with serving your Accounts. FERC Order 745 Costs are considered additional costs under this Agreement and are passed-through to the Customer. Any modifications or conditions to the treatment of FERC Order 745 Costs under the ISO tariff or otherwise shall be deemed a change in law or change in cost of service as described within the Change in Law/Change in Cost of Service provision within this Agreement. "FERC Order 745 Costs" means any costs or charges imposed by the ISO or grid operator on load served by Supplier in complying with Federal Energy Regulatory Commission ("FERC") Order No. 745 18 CFR Part 35 (March 15, 2011) as may be modified, amended or suspended.
Customer Protection: The energy services provided by Supplier are protected by the terms and definitions of this Agreement. Any questions regarding the competitive, deregulated, energy market, including information about Energy Services/Supply Companies (ESCOs) can be referred to the Public Utilities Commission of Ohio (“PUCO”). Customer may also contact Supplier’s Customer Service Department at 1-855-53-ENERGY or PUCO at 1-888-697-7826 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.
Public Recognition and Affiliate Advertising: New Wave Energy shall have the discretion to disclose and publicize the identity of Customer as a client of New Wave Energy and shall be entitled to display the Customer’s logo on Supplier Website and other Advertisement literature.
Confidentiality: The contents of this Agreement and all other documents exchanged between the Supplier and Customer which relate to this Agreement are confidential and shall not be disclosed to any third party. This obligation between both Parties shall last for a period of twenty-four (2􏰣) months following the expiration or termination of this Agreement. Any information released before this threshold shall be accompanied by written consent of both Parties.
Dispute Resolution: In the event of a billing dispute or a disagreement involving NWEC’s service(s) hereunder, the parties will use their best efforts to resolve the dispute. Customer should contact NWEC by telephone or in writing as provided herein or as listed on Supplier’s website (www.nwaveenergy.com). The dispute or complaint relating to a residential customer may be submitted by either party at any time to the Public Utilities Commission of Ohio (“PUCO”) pursuant to its Complaint Handling Procedures (“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 them online at http://www.PUCO.ohio.gov. The Ohio Consumer’s Counsel (“OCC”) represents residential Utility consumers in matters involving PUCO. OCC can be contact at 1-877-742-5622 from 8:00am to 5:00pm EST, Mon-Fri, or via web at http://www.pickocc.org.
Waiver of Jury Trial: IN CONNECTION WITH ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED ALL PARTIES HEREIN WAIVES, TO THE FULLEST EXTENT ALLOWED BY LAW, ALL RIGHTS TO, AND AGREES NOT TO SEE􏰬 OR DEMAND, A TRIAL BY JURY WITH REPECT TO ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATED TO THIS AGREEMENT. CUSTOMER WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.
Severability: 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 without being invalidated in any capacity.

Force Majeure: If either Party is unable to perform its obligations under this contract due to force majeure, other than Customer's obligation to pay for electric and/or natural gas delivered hereunder, performance of such obligations shall be suspended until the force majeure is corrected. The Party claiming such inability shall give written notice thereof to the other Party as soon as practicable after the occurrence of the force majeure. Force majeure shall mean acts of God, strikes, lightning, fires, floods, explosions, storms or storm warnings, breakage of machinery, transmission lines, or pipelines, freezing of wells or pipelines, sudden failure of gas or electric supply, grid constraints, failure or curtailment of firm transportation, increased capital or collateral requirements imposed by the grid operator, or systems operator ("IS0", "PJM", "Transco"), and any other causes not within the control of the Party claiming force majeure. Any suspension of obligations under this paragraph shall not extend the term of this Agreement. During any curtailment caused by force majeure, Customer's contracted electric and/or natural gas rate shall be subject to change at Supplier's discretion.
Default Liability: FOR BREACH OF ANY PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY SHALL BE THE SOLE AND EXCLUSIVE REMEDY. THE BREACHING PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER DAMAGES AT LAW OR IN EQUITY SHALL NOT APPLY. THE PARTIES ACKNOWLEDGE THAT ACTUAL DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND IN THE ABSENCE OF SUCH LIQUIDATED DAMAGES PROVISION, OBTAINING AN ADEQUATE REMEDY WOULD BE INCONVIENENTAND THAT SUCH LIQUITATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE NON-DEFAULTING PARTY’S HARM OR LOSS.
TERMINATION OF SERVICE PROVISIONS:
Termination of Service: Customer will be subject to an Early Termination Fee (ETF) as calculated and described hereafter, if Agreement is terminated before the expiration of its initial term.
Early Termination of Service Provisions:
(a). Customer: Should Customer Default, Supplier shall have the right to terminate this Agreement by delivering written notice to Customer. Supplier has sole discretion to calculate the Termination Value and to charge such a calculated amount. Under all circumstances, Customer shall remain obligated to pay any and all other amounts owed by Customer to Supplier outlined within this Agreement within a fifteen (15) day threshold from the date the invoice has been set.
(b.) Supplier: 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 returned to the responsibility of the Utility with no interruption of services.
Calculation of Early Termination Fee: If Commercial Customer, Early Termination Fee is equal to the remaining Agreement kWh or ccf  quantity as calculated by Supplier multiplied by $0.01/kWh or
$0.10/ccf; or the maximum allowed by law. If residential customer with one (1) to twelve (12) months remaining on a Fixed Agreement Early Termination Fee will not exceed $99.00. For Residential Customers with more than twelve (12) months remaining in their Initial Term the Early Termination Fee will not exceed $199.00

PA Terms & Conditions of Service

TERMS & CONDITIONS OF SERVICE
ENERGY SUPPLY SERVICES AGREEMENT: This Energy Supply Services Agreement (“Agreement”) is entered into by and between New Wave Energy Corporation (“Supplier”, “NWEC”) and the Customer (“Customer”), listed on page one (pg.1), herein, and/or on an
attached Addendum A. The Supplier and the Customer agree to the purchase and sale of the energy commodities for the terms and rates as outlined below. Herein, Supplier and Customer may be individually referred to as “Party” or collectively as “Parties”.
Background: New Wave Energy Corp. is licensed by the Pennsylvania Public Utility Commission to offer and supply natural gas services in Pennsylvania. Supplier license number is: 1218064.
Billing: New Wave Energy Corp. will bill the Customer monthly for natural gas supply based upon natural gas consumption as reported to New Wave Energy Corp. by the Local Distribution Utility (Utility). Customer will be billed under one of the following billing
options: (1) a line item on a consolidated Utility bill; or (2) as a direct bill from New Wave Energy Corp. for only the energy supply, with the delivery charges being separately invoiced by the Utility. Customer will be sent a monthly invoice for natural gas service,
due and payable by check or other acceptable method of payment by the stated due date on the invoice. If invoicing under a consolidated utility billing method, New Wave Energy Corp.’s energy charge does not include applicable federal, state, and local taxes and
charges nor does it include current Utility charges associated with the delivery of Customer’s natural gas.
Payment Instructions for Direct Billed Accounts: Bills are due and payable by the stated due date on the invoice and will be subject to a finance charge for any late payment (at the lesser of 1.5% per month or the maximum rate permitted by applicable law) and
collection fees, including reasonable attorneys’ fees and court costs. A fee of $30 per transaction will be assessed due to insufficient funds for any method of payment. All direct payments by Customer under this Agreement will be remitted to New Wave Energy
Corp., PO Box 42 Bowmansville, NY 14026.
Term and Automatic Renewal: The initial term of this Agreement is as listed in your Plan Description. Customer will receive reminders of upcoming Agreement expiration ninety (90) days, sixty (60) days and thirty (30) days prior to the expiration of the term of this
Agreement. Upon completion of the initial term, If Customer does not cancel service or renew on a new New Wave Energy Corp. plan, service will automatically continue with New Wave Energy Corp. on a with a variable rate for a one (1) year term. Customer will
continue on New Wave Energy Corp.’s Default Variable Plan for subsequent one (1) year periods unless cancelled by Customer or New Wave Energy Corp., with forty-five (45) days written notice, or as otherwise applicable in this Agree-ment. Terms and Conditions
applicable to the New Wave Energy Corp. Default Variable Plan will be made available to Customer via mail or Web site (www.nwaveenergy.com) approximately ninety (90) days prior to the end of the initial term. Cancellation must be in writing and mailed to New
Wave Energy Corp, Customer Service, 434 Delaware Ave., Buffalo, NY 14202.
Credit: If at any time, Customer does not meet NWEC’s commercially reasonable creditworthiness standards, NWEC may require Customer to provide performance assurance in a form and amount reasonably acceptable to NWEC such as a letter of credit, third-party
guarantee, deposit or prepayment. If Customer fails to provide such assurance within five (5) business days after notice from NWEC, then NWEC shall have no obligation to supply Customer with Power or Natural Gas and may suspend deliveries, terminate this
agreement and all associated transactions, and liquidate any commodity purchased for delivery to Customer during future periods.
Right of Rescission: Under the Pennsylvania Public Utilities Commission (PUC) rules, Customer has three (3) business days following receipt of these Terms and Conditions to rescind, without charge, penalty or liability, the choice of New Wave Energy Corp. as an
natural gas energy supplier and this Agreement. To cancel, Customer may call New Wave Energy Corp. 716-887-9700 or 1-855-998-WAVE toll-free during normal business operational hours. Customer may also fax to New Wave Energy Corp. a detailed written
request to cancel services during mentioned cancellation period at 1-866-316-9366.
Dispute Resolution: New Wave Energy Corp.’s Customer Service is available at 716-887-9700 to help with any questions or concerns regarding Customer accounts. New Wave Energy Corp.’s agents are committed to resourcefully finding resolution; how-ever, if the
dispute cannot be settled within one-hundred and twenty (120) days of receipt of written notification, either party may present the dispute to a venue of competent jurisdiction for review such as small claims court, mediation, arbitration, etc. Customer may also
contact the Pennsylvania Public Utility Commission (“PUC”) Utility Choice Hotline at 1-888-537-7431. Customer may also write to the PUC at PO Box 3265, Harrisburg, PA 17105-3265.
Meter Equipment: New Wave Energy Corp. does not take ownership of the Customer’s current metering equipment. While the Customer has an effective natural gas energy sales Agreement with New Wave Energy Corp., New Wave Energy Corp. has the right to
install new metering equipment, at New Wave Energy Corp.’s expense.
Historical Usage and Credit Data: Customer consents to New Wave Energy Corp.’s request of historical usage and credit data from Utility and other agencies as appropriate in order to assist in estimating Customer usage requirements and creditworthiness for supply
purposes. The usage data will be used for appropriate analysis, scheduling and purchase of natural gas for the Customer.
Termination of Service: New Wave Energy Corp. may terminate service to the Customer for a Customer Event of Default. The Customer will then receive natural gas energy service from Utility or will be given the opportunity to choose a different natural gas energy
provider, according to procedures and options provided by the rules of the local Program. Customer will be responsible to pay for energy consumed before service was terminated.
Customer may terminate this Agreement at any time during the initial term by giving New Wave Energy Corp. at least forty-five (45) days written notice. Termination of this Agreement prior to the expiration of the initial term by the Customer will result in an Early
Termination Fee (ETF).
Early Termination Fee is equal to the Remaining Contract Quantity times the greater of (i) Contract Price less Market Price at the time of Termination, or (ii) $0.06/ccf.
 Remaining Contract Quantity means the total estimated usage for the period remaining in the Term of this Agreement at the time of termination, based on the historical consumption for the Account(s). Market Price means the fixed rate or basis rate at which New
Wave Energy Corp. would provide service for the remaining term for comparable Account(s) and usage as of the date this Agreement is terminated.
 The Early Termination Fee shall be waived if Customer provides satisfactory documentation to New Wave Energy Corp. demonstrating that the business has been closed, moved or sold.
Disconnection of Service: Only the local Utility has the ability to disconnect your service. Failure to make full payment of the charges due hereunder will be grounds for disconnection in accordance with Pennsylvania rules on the termination of service to nonresidential
customers.
Events of Default: An “Event of Default” shall mean: (a) for the Customer, (i) the failure to make, when due, any payment required under this Agreement or (ii) the failure to take natural gas supply when delivered under terms of this Agreement if such failure is not
cured within ten (10) Business Days after giving written notice as defined below; or (iii) the significant downgrading of Customer’s credit rating since the Effective Date of this Agreement (b) in the case of New Wave Energy Corp., the failure to fulfill its obligations
as set forth in this Agreement with regard to (i) contract price, (ii) contract term, (iii) contract volume and (iv) timely invoicing for power deliveries, in each case, if such failure is not cured within ten (10) Business Days after giving Notice as defined below; or (c) if
either Party (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or have such petition filed against it and such petition is
not withdrawn or dismissed for twenty (20) Business Days after such filing or (ii) be unable to pay its debts as they fall due and such inability is not cured within ten (10) Business Days after giving written notice.
Remedies for Customer Event of Default: In the event of a Customer Event of Default, New Wave Energy Corp. has the right to terminate this Agreement in accordance with the Termination of Service provision. In lieu of termination, New Wave Energy Corp. may, at
its discretion: (i) require an additional deposit from Customer; (ii) request advance payment of an amount up to the average historical consumption for the last three (3) month period.
Collection of Past Due Charges: New Wave Energy Corp. will pass through to Customer all charges related to the collection of past due invoices, including, but not limited to, collection agency fees, legal and court fees, and account termination fees. New Wave
Energy Corp. reserves the right to apply any deposit to balances owed at the time Customer’s account is placed in a collections status.
Natural gas Emergencies and Power Quality: The Utility will continue to operate the natural gas transmission lines and to maintain responsibility for power outages and for power quality. Customer will hold New Wave Energy Corp. harmless in the event of a loss of
power caused by any entity other than New Wave Energy Corp.. If Customer has a natural gas emergency, power outage, or reduction in power quality, Customer should contact the Utility at its emergency number.
Material Change: New Wave Energy Corp. will provide the Customer with 45 calendar days advance written notice of any material change in the Terms of Service, either in its bill or in a separate mailing. The changes will become effective on the date stated in the
notice unless Agreement is cancelled by the Customer. Customer may cancel Agreement no later than 10 calendar days before the effective date of the material change.
Notices: All notices and similar correspondence will be in writing and delivered as specified in this Agreement to both Customer and New Wave Energy Corp., as applicable, by regular mail, courier, electronic mail, or facsimile. Notice will be effective upon receipt
by the person to whom it is addressed.
Contract Assignment: Neither Party shall assign this Agreement without the prior written consent of the other party, provided, however, that New Wave Energy Corp. may assign the accounts, revenues and proceeds arising from the Agreement to credit providers
and New Wave Energy Corp. may grant a lien upon its rights under this Agreement to credit providers (or to an agent thereof). New Wave Energy Corp. may also assign its rights and obligations under this Agreement to certain backup service providers (“Service
Providers”) under contracts to perform services such as invoicing and power scheduling. Any such credit provider (or agent thereof) who has been assigned this Agreement may directly enforce New Wave Energy Corp.’s rights under this Agreement and may assign
New Wave Energy Corp.’s rights under this Agreement upon foreclosure or other exercise of remedies by such credit providers (or agent thereof). Customer shall have the right to assign this Agreement to an entity controlled by, controlling, or under common
control with, Customer. Additionally, notice of default shall not be effective until notice is given and agreed to in writing by Customer and New Wave Energy Corp..
Publicity: New Wave Energy Corp. shall be entitled to disclose and publicize the identity of Customer as a client of New Wave Energy Corp. and display Customer’s logo on its Web site.
Force Majeure: If either Party is unable to perform its obligations under this contract due to force majeure, other than Customer’s obligation to pay for electric and/or natural gas delivered hereunder, performance of such obligations shall be suspended until the
force majeure is corrected. The Party claiming such inability shall give written notice thereof to the other Party as soon as practicable after the occurrence of the force majeure. Force majeure shall mean acts of God, strikes, lightning, fires, floods, explosions,
storms or storm warnings, breakage of machinery, transmission lines, or pipelines, freezing of wells or pipelines, sudden failure of gas or electric supply, grid constraints, failure or curtailment of firm transportation, increased capital or collateral requirements
imposed by the grid operator, or systems operator (“IS0”, “PJM”, “Transco”), and any other causes not within the control of the Party claiming force majeure. Any suspension of obligations under this paragraph shall not extend the term of this Agreement. During
any curtailment caused by force majeure, Customer’s contracted electric and/or natural gas rate shall be subject to change at Supplier’s discretion.
Indemnity: Each party to this Agreement shall indemnify, defend and hold harmless the other from and against any claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to natural
gas energy is vested in such party.
Representations and Warranties: The natural gas supplied by New Wave Energy Corp. under this Agreement will be purchased from a variety of sources. New Wave Energy Corp. makes no representations or warranties other than those expressly set forth in this
Agreement, New Wave Energy Corp. expressly disclaims all other warranties, express or implied, including warranties of merchantability, conformity to models or samples, and fitness for a particular purpose.
Limitations of Liability: Liability for damages not excused by reason of force majeure or otherwise shall be limited to direct actual damages. Neither party will be liable to the other for consequential, incidental, punitive, exemplary or indirect damages, including
lost profits or penalties of any nature which are hereby waived, whether or not there was actual knowledge of such possible damages, or if such damages could have been reasonably foreseen. These limitations apply without regard to the cause or responsibility of
any liability or damage.
Governmental Authority: New Wave Energy Corp. is not liable for any damages due to an interruption in service caused by acts of any governmental authority or changes in laws, rules, regulations, practices or procedures of any governmental authority.
Execution: Acceptance of the Customer’s Agreement by New Wave Energy Corp. will be signified by New Wave Energy Corp.’s mailing of a Welcome Kit which includes a Plan Description, a copy of the Terms and Conditions and confirmation of the rate and term of
the Agreement. Signature by New Wave Energy Corp. is not required to execute this Agreement.
Entire Agreement: The signed Agreement, including these Terms and Conditions and the New Wave Energy Corp. Plan Description constitute the entire Agreement (“Agreement”) for the purchase of natural gas energy supply between the Customer and New Wave
Energy Corp., relating to matters set forth in them. They take the place of any and all prior Agreements and understandings, oral or written about New Wave Energy Corp. supplying natural gas energy to the Customer. The Customer should keep this Agreement for
his/her records.

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