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POWER PURCHASE AGREEMENT

ARTICLE 1: DEFINITIONS AND INTERPRETATIONS ............................................................. 5

ARTICLE 2: TERM OF THE AGREEMENT ............................................................................. 8

ARTICLE 3: EFFECTIVE DATE AND COMMENCEMENT DATE................................................ 9

ARTICLE 4: CONDITIONS SUBSEQUENT ............................................................................. 9

ARTICLE 5: CONTRACTED QUANTITY, POWER DELIVERY AND CONSUMPTION OBLIGATION


...................................................................................................................................... 10

ARTICLE 6: TARIFF, BILLING AND PAYMENT PROCEDURE ............................................... 12

ARTICLE 7: PAYMENT SECURITY MECHANISM................................................................. 14

ARTICLE 8: UNDERTAKINGS ........................................................................................... 14

ARTICLE 9: ASSIGNMENT AND NOVATION ...................................................................... 15

ARTICLE 10: FORCE MAJEURE ........................................................................................ 16

ARTICLE 11: EVENTS OF DEFAULT AND TERMINATION ................................................... 17

ARTICLE 12: DISPUTE RESOLUTION & ARBITRATION ...................................................... 19

ARTICLE 13: REPRESENTATIONS AND WARRANTIES........................................................ 21

ARTICLE 14: MISCELLANEOUS ........................................................................................ 21

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POWER PURCHASE AGREEMENT

This Power Purchase Agreement ("Agreement") is made and entered into at Bangalore on
this xxxx day of xxxx, 2019 by and between:

M/s. DB Renews Pvt. Ltd. a company incorporated under the provisions of the Companies
Act, 1956, with its registered office at #738/1, Doddanavar Brothers Corporate Office, Near
3rd Railway Gate, Khanapur Road, Belgaum- 590 008 and Branch Office at #19/1, “Shet
Heights”, 3rd Floor, 1st Main, Vyalikaval, Bangalore – 560 003 (hereinafter referred to as
"Power Producer", which expression shall, unless repugnant to the context or meaning
thereof, include its subsidiaries, successors and permitted assignees) as party on the First
Part;

AND

M/s. xxxxxxxxxxxx Pvt. Ltd., a company registered under the companies Act 1956 with its
registered office at xxxxxxxxxxxxxxxxxxxx (hereinafter referred to as "Offtaker", which
expression shall, unless repugnant to the context or meaning thereof, include its successors
and assignees) as party on the Second Part.

The Power Producer and the Offtaker are hereinafter individually referred to as "Party" and
collectively referred to as the "Parties".

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RECITALS

WHEREAS, Power Producer is, among other things, engaged in the business of Generation
of Wind Energy and sale of the same; and

WHEREAS, Offtaker has purchased or will purchase Energy identified in this Agreement; and

WHEREAS, Power Producer owns, or will own, Wind Turbine Generators at Chikodi Taluk, in
Belgaum District; and

WHEREAS, the Generation Facility is or shall be located at Chikodi Taluk, Belgaum District,
Karnataka, India; and

WHEREAS, Offtaker has requested Power Producer to provide Green Energy from the said
facility in accordance with the terms of this Agreement, and

NOW, THEREFORE, in consideration of the mutual promises and agreements contained


herein, Power Producer and the Offtaker hereby agree to cooperate, as described in this
Agreement, with respect to sale and purchase of Green Energy as described below:

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ARTICLE 1: DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

The capitalised terms used in this Agreement, unless as defined below or repugnant
to the context, shall have the same meaning as assigned to them in the Electricity
Laws. The following terms when used in this Agreement, unless repugnant to the
context, shall have the respective meanings, specified below:

"Agreement" shall mean this Power Purchase Agreement executed


hereof, including the schedules, amendments, modifications
and supplements hereto made in writing by the Parties
from time to time;

"Appropriate shall mean the Central Electricity Regulatory Commission, or


Commission" the State Electricity Regulatory Commission or the Joint
Commission, referred to in Section 83 of the Electricity Act,
2003 as amended from time to time, as the case may be;

shall have the meaning ascribed to it in Article 12.2.3 of this


"Arbitrator"
Agreement;

"Banking Year" Shall mean the period during which the state of Karnataka
permits the banking of wind power from month to month.
As of the Effective Date, the Banking Year is from 1st April to
31st march of the succeeding calendar year;

"Billing Period" Shall have the meaning ascribed to it in Article 6.3;

"Business Day" Shall mean a day, other than Sunday or a statutory holiday,
on which banks remain open for business in the state where
the Wind Power Plants and the Property are located;

"Commencement shall mean the date mentioned and specified in Article 3of
Date" this Agreement by which the Wind Project is ready to
supply Electricity according to the terms of this Agreement;

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"Consents and shall mean all authorizations, licenses, approvals,
Approvals" registrations, permits, waivers, privileges,
acknowledgements, agreements, or concessions required to
be obtained from or provided by any relevant government
or regulatory authority for the purpose of setting up of the
Wind Power Plant and/or supply of power and/or off-take
of Electricity from the Wind Project by the Offtaker;

"Dispute" shall have the meaning ascribed to it in Article 12.2.1 of this


Agreement;

"Dispute Notice" shall have the meaning ascribed to it in Article 12.2.3 of this
Agreement;

"Due Date for means the date specified in the bill raised by Power
invoice payment" Producer in favour of the Offtaker for use of electricity, for
settlement of the dues mentioned in the said bill;

"Effective Date" shall have the meaning ascribed to it in Article3.1 of this


Agreement;

"Electricity" shall mean the electrical energy in kilowatt-hours;

"Electricity Laws" means the Electricity Act, 2003 and the rules (including the
Electricity Rules, 2005) and regulations made thereunder
from time to time along with amendments and
replacements thereof in whole or in part and any other
applicable law related to electricity and as amended from
time to time;

“KERC” means Karnataka Electricity Regulatory Commission, who


defines tariff & guidelines for power sector in the state of
Karnataka.

"ESCOM" means the various power distribution licensees in the state


of Karnataka as applicable to the Offtaker

"Force Majeure shall have the meaning set forth in Article 10 of this
Event" Agreement;

"Grid" Electricity distribution network of the Offtaker.

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"KV" means Kilovolts;

"kWh" means Kilowatt-hour;

"kWp" means Kilowatts peak;

"Month" means a calendar month;

"Open Access any Agreements to be entered into and executed by the


Permissions " party / parties to enable the wheeling of power as
envisioned under this Agreement

"Party" means each person for the time being and from time to
time party to this Agreement and any successor(s) in title
to, or permitted assign(s) of such person

"Taxesand Duties" shall have the meaning ascribed to it in Clause 6.2

"Payment Shall have the meaning set forth in Article 7.1 of this
Security" Agreement

"High Tension" or means a voltage equal or higher than 400/440 volts;


"HT"
"Requested Shall have the meaning set for in Article 5.2 of this
Offtake" Agreement

"Wind Tariff" shall have the meaning set forth in Article 6.2 of this
Agreement;

"Supply" the supply of electricity to be provided by the Power


Producer to the Offtaker, which may be greater or lesser
than the Contracted Quantity;

"Wheeling" the transmission of electricity to the Offtaker through the


distribution network of ESCOM

"Delivery Point" means Metering point (with ABT Meter) at HT Service


Connection of Offtaker where the Consumption of
Offtaker is measured by competent authority;

“Monthly means 15 days advance consumption schedule which

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Schedule” is to be provided by Offtaker every month;

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) all references made in this Agreement to "Articles" and "Schedules" shall refer,
respectively, to Articles of, and Schedules to, this Agreement. The Schedules to
this Agreement form part of this Agreement and shall be in full force and effect
as though they were expressly set out in the body of this Agreement;

(b) words importing the singular shall include plural and vice versa; (ii) words
denoting persons shall include partnerships, firms, companies and other body
corporate (iii) the words "include" and "including" are to be construed without
limitation and (iv) a reference to any Party includes that Party's successors and
permitted assigns; and

(c) reference to any statute or statutory provision or order or regulation made


thereunder shall include that statute, provision, order or regulation as amended,
modified, re-enacted or replaced from time to time whether before or after the
date hereof.

(d) all the titles and headings in this Agreement are intended solely for the
convenience of reference and shall in no way limit or otherwise effect the
interpretation of any of the provisions hereof.

(e) reference to a number of days shall refer to calendar days unless Business Days
are specified.

(f) reference to a person shall include a body corporate, an unincorporated body or


other entity and vice-versa.

(g) all the terms and words which are not defined in this Agreement shall be
construed as having the Dictionary meaning

ARTICLE 2: TERM OF THE AGREEMENT

2.1 This Agreement shall commence from the Effective date fixed as per Article 3 of this
Agreement and shall continue in full force and effect for a period of Twelve Years

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[12] years from the Commencement Date wherein the initial Five [5] years shall only
be the lock – in – period subject to earlier termination as mentioned in Article 11.

2.2 The Supply Period shall be extended by the aggregate of any periods during which
Force Majeure event or circumstances continued to exist. Further, this Agreement
can also be extended by mutual written agreement of the Parties three months prior
to the expiry of Supply Period.

2.3 Save and except as expressly provided in Article 4 (Conditions Subsequent) of this
Agreement, Article 10 (Force Majeure), Article 12 (Dispute Resolution and
Arbitration) and Article 14 (Miscellaneous), the respective rights and obligations of
the Parties under this Agreement shall be subject to the satisfaction or waiver of the
Conditions Subsequent as set-out in Article 4.

ARTICLE 3: EFFECTIVE DATE AND COMMENCEMENT DATE

3.1 The execution date of this agreement shall be the Effective Date ("Effective Date") of
this Agreement unless mutually agreed to by the parties for a later date.

3.2 The date from which the wind energy shall be supplied and credited to the Offtaker
shall be within six months from the Effective Date or three months from the
satisfaction of Conditions Subsequent to be fulfilled by the Offtaker as per Article
4.2.1, whichever is later ("Commencement Date")unless mutually agreed to by the
parties for a later/ earlier date.

ARTICLE 4: CONDITIONS SUBSEQUENT

4.1 The Parties shall make reasonable endeavour to take all necessary actions to satisfy
the Conditions Subsequent as set out in Article 4.2 below within the timeframe
mentioned for it, or such extended period as may be mutually agreed to by the
Parties.

4.2 Conditions Subsequent

The following are the conditions subsequent ("Conditions Subsequent") to be


satisfied by the Offtaker and the Power Producer, which, however, may be waived
by mutual written consent of the Party who benefits from such Conditions
Subsequent.

4.2.1 Conditions Subsequent to be fulfilled by the Offtaker

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The Offtaker shall ensure that the following activities are completed before the
Commencement Date:

(a) Be compliant with all statutory and technical requirements of concerned ESCOM
to receive Open access power and obtain consent &no objection letter from
concerned ESCOM to receive Open Access power.
(b) Installing any technical meters (such as ToD compliant ABT meters and any
other) as required by the Distribution Company or regulatory authorities
(c) Having adequate KVA contracted demand as per rules of the Distribution
Company or regulatory authorities
(d) Providing a Payment Security Mechanism to the Power Producer, as specified in
Article 7.

4.2.2 Conditions Subsequent to be fulfilled by the Power Producer

The Power Producer shall ensure that the following activities are completed before
the Commencement Date:

(a) Shall obtain and shall be responsible for maintaining the validity of any and
all licenses, permits, approvals, sanctions, orders and permissions required by
law for supplying electricity from the Wind Projects, and shall abide by all
Laws, Rules, Regulations or any notification, order or directive whatsoever,
issued there under by the Central Government or State Government or local
authorities or any other Authority prescribed under the law in connection
with the Wind Project and sale of power to the Offtaker.

4.3 Satisfaction of Conditions Subsequent

4.3.1 The Commencement Date can occur only after all Conditions Subsequent have been
satisfied or waived in accordance with terms of this Agreement.

ARTICLE 5: CONTRACTED QUANTITY, POWER DELIVERY AND CONSUMPTION OBLIGATION

The Power Producer has agreed to supply and Offtaker has agreed to take and consume 70
MU Units (700 Lakh Units) of power, during any full Contract Year which is a Financial Year
i.e. 12 consecutive months period from 1st April to 31st March. This arrangement is for a
period of Twelve (12) years starting from commencement Date. In case of commencement
of power supply after April 1st then the year in the 1st instance will close on 31 st march.

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The present wind year is for one year. This is subject to change from time to time and
accordingly the offtake for the wind year/period will be determined by mutual
consultation. The Offtake should be minimum 51% of the generation.

5.1 The Supply will be provided by the Power Producer through the use of Grid of relevant
Transmission Company in the manner prescribed in the Open Access Permissions. The
Power Producer shall take all necessary and requisite steps to obtain Open Access
Permissions effective during the continuance of this Agreement and any extension
thereof.

5.2 By the 14th of each month, the Ofttaker shall intimate to the Power Producer the
quantum of power it wishes to offtake for that Billing Period ("Requested Offtake").

5.3 In the event the Requested Offtake is more than the expected power generated by the
Power Producer during that Billing Period, then power producer will allocate the
quantum based on the generation potential of the project during that Billing Period in
consultation with offtaker.

5.4 During the contract period, If Offtaker foresee any unexpected reduction in their
consumption pattern due to any reason other than buying from alternate source which
leads to a major reduction in annual contracted quantity, then Offtaker shall intimate
Power Producer 4 months in advance to prevent any unutilized banked units at end of
Banking Year

5.5 In case due to any reason not attributable to Power Producer, actual consumption at the
month end is less than the schedule submitted ("Requested Offtake") and quantity
reflected in ESCOM official memorandum (OM) by Offtaker, Offtaker is obligated to
make payment for the Quantity supplied by Power producer based on the Schedule
submitted by Offtaker&& Reflected in ESCOM official memorandum (OM).

5.6 In case due to any reason not attributable to the Offtaker, if the Generation delivered to
Offtaker is less than the Quantity filed with ESCOM through FORM C in consultation with
Offtaker on ("Requested Offtake") on monthly basis, Power Producer is obligated to pay
the penalty levied by ESCOM for the short supplied units other than the normal HT tariff
applicable to your HT tariff.

5.7 In case of application of TOD (time of the day) restrictions by the KERC/Escoms then the
Drawl schedule will be mutually discussed.

5.8 The Offtaker shall not resell or otherwise divert any part of the energy supplied by
Power Producer on its account in any manner whatsoever but can use the banking
mechanism with ESCOM in accordance with this PPA. Provided that nothing contained
herein restricts the affiliates of Offtaker and other occupant organisations of the
Offtaker from using the energy supplied to the Offtaker.

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5.9 It is agreed by the Offtaker that power supplied by the Power Producer shall be
accorded the first priority and precedence, in terms of consumption and payment, over
any other supplier of power, including ESCOM. For example, in case the Offtaker has or
were to have a contract with other supplier(s) of power, then out of the total power
consumed by the Offtaker during any billing period, the account of the Power Producer
will get the precedence over other supplier(s) of power in terms of credit for supply of
power and corresponding payment by the Offtaker.

5.10 Notwithstanding anything to the contrary herein, the Parties shall have the right to
mutually agree on any additional supply of power to the Offtaker, over and above the
Contracted Quantity, in accordance with Applicable Law

ARTICLE 6: TARIFF, BILLING AND PAYMENT PROCEDURE

6.1 From the Commencement Date the Offtaker shall pay to the Power Producer the
charges for the Supply at the Wind Tariff.

6.2 Wind Tariff

6.2.1 The Wind Tariff shall start at Rs 5.00 per unit at the Delivery point from
Commencement Date. The price will be firm for 5 years. The price includes the
present Wheeling and Banking Charges of (5%+2%). The Bescom tariff for Industrial
consumers is Rs 7.20 The present Cross Subsidy charges are Rs 1.72, the Additional
surcharges are Rs 0.15 and the Taxes are 9%. Since the Offtaker is a Captive
consumer the Cross Subsidy , the additional surcharge and Full taxes are not
applicable. Only the Taxes @ Rs 0.20 per kwh are applicable. In case of increase in
Wheeling and Banking charges from time to time, the price at the Delivery point will
increase by RS 0.05 for every percentage increase above 7%. For example: if the
Wheeling and Banking Charges increase to 10 % then the price at the Delivered point
will increase by (10-7)% x Rs 0.05= Rs. 0.15. Therefore the new price will be Rs 5.00 +
Rs 0.15 =Rs. 5.15. The tariff after 5 years for the next 5 years will be increased by 50
% of the net increase in tariff with the commencement Tariff as base.

6.2.2 Any statutory taxes levy, duties, demand charges, rent, cess, Cross Subsidy
Surcharge, Additional Surcharge, Open Access Charges or any other kind of
imposition(s) whatsoever imposed/charged by GoI or GoK (but not limited to above
and/or any other local bodies/authorities) pertaining to the HT Service Connection /
Drawl Point of Offtaker ("Taxes and Duties"), shall be borne by the Offtaker

6.3 Billing/Invoice

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The Power Producer will raise an invoice by 31st of the same month, for the
electricity credited to the Offtaker as per ESCOM official memorandum (OM) in each
corresponding ESCOM bill ("Billing Period"), payable at the tariff as per Article
6.2above. Payment will be due 15 days from the date of invoice ("Due Date for
Invoice Payment"); after which, late payment charges will be applicable as described
in Article6.4.

6.4 Late Payment

For payment of Monthly Bill, or other amounts due under this Agreement, if paid
after Due Date for Invoice Payment, a late payment charge shall be payable by the
Offtaker to the Power Producer, which shall be equal to the interest on the amount
in default (based on the amount payable during a dispute, as calculated in Article
6.9) at the rate of 2% per month simple interest, for the period from the Due Date
for Invoice Payment till the date of actual payment. Such interest shall be computed
and added to the invoice of the subsequent month.

The Power Producer shall be entitled to discontinue the Supply if the bill (s) remains
unpaid for 30 days or more, until the time such payment in full is received by the
Power Producer.

6.5 Disputed Invoice

a) If at any time during the Supply Period the Offtakerwishes to dispute any amount
in the invoice which is not raised in accordance with the Agreement, it shall do so
in writing, and shall be entitled to withhold the disputed amount, but not the
undisputed amount, until resolution of the dispute.

b) The Parties shall discuss and resolve any disputed invoice expeditiously and
pursuant to this Agreement

6.6 Statutory and Government Charges

a) Electricity taxes/duties are directly or indirectly levied by the regulatory authority


on the power consumed by Offtaker through the Distribution Company or the
Power Producer, shall be payable by the Offtaker.

b) Any Additional Surcharge or cross subsidy surcharges or any other open access
charges applied from time to time by statuory authorities on the Supply, these
charges shall be borne the Offtaker.

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ARTICLE 7: PAYMENT SECURITY MECHANISM

7.1 Within fifteen (15) days of the Effective Date, the Offtaker shall provide to the Power
Producer an unconditional, revolving and irrevocable letter of credit or Bank Guarantee
(“Payment Security”)in favour of the Power Producer, which may be drawn upon by the
Power Producer in accordance with this Article.

7.2 The Payment Security shall have a term of at least twelve (12) months and shall be
renewed at least thirty (30) days prior to expiry, and shall be for an amount equal to the
Contracted Quantity times the Wind Tariff applicable during that period. If at any time
during the Supply Period the Payment Security amount falls short of this amount for any
reason, the Offtaker shall restore such shortfall within seven (7) days.

7.3 If the Offtaker fails to pay any amount due under this Agreement in full and prior to the
Due Date for Invoice Payment, the Power Producer may draw upon the Payment
Security for this amount. The Offtaker’s instructions to the applicable bank should
specify that upon presenting to the bank the relevant invoice, the bank shall pay without
any reference or instructions from the Offtaker an amount equal to the amount due as
per that invoice.

ARTICLE 8: UNDERTAKINGS

8.1 Obligations of the Power Producer

Subject to the terms and conditions of this Agreement, the Power Producer
undertakes and agrees to be responsible for:

(a) Operating and maintaining the Wind Power Plants during the Term of the
Agreement at its own cost and risk;

(b) Fulfilling all other obligations undertaken by it under this Agreement and
comply with the requirements of Electricity Laws

(c) Obtaining all regulatory and statutory approvals required to install and
operate the Wind Power Plants and all related equipment and keep such
regulatory and statutory approvals active during the Term or any extended
Term of the Agreement.

(d) Supplying Electricity to the Offtaker in accordance with terms of this


Agreement.

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(e) Payment of all statutory taxes, duties, levies and cess, assessed/ levied on the
Power Producer, that are required to be paid by the Power Producer as per
the applicable law for generating power as per the terms of this Agreement.

(f) Complying with all other respective obligations under this Agreement.

8.2 Obligations of the Offtaker

Subject to the terms and conditions of this Agreement, the Offtaker undertakes and
agrees to be responsible for:

(a) Paying all invoices raised by the Power Producer under the provisions of this
Agreement by the Due Date for Invoice Payment; and paying for any interest
on delayed payments (if any) as per the provisions of this Agreement.

(b) Payment of all statutory taxes, duties, levies and cess, assessed/ levied on the
Offtaker, that are required to be paid by the Offtaker as per the applicable
law for procuring power as per the terms of this Agreement including
payment of all applicable taxes as specified in Article 6.6.

(c) Complying with all other respective obligations under this Agreement.

(d) To be fully compliant in all respects with Open Access policies and
regulations, to ensure that it can receive Open Access power from the Power
Producer, as may be required, including ensuring cooperation from its
landlord or building/meter owner, in case any of its facilities or meters are
not owned by the Offtaker

(e) Complying with monthly billing adjustment at concerned local ESCOM sub
division.

ARTICLE 9: ASSIGNMENT

9.1 Assignment

9.1.1 The Offtaker shall not assign this PPA or any rights or obligations including its right to
receive the Contracted Quantity hereunder to anyone without the previous consent
in writing of the Power Producer.

9.1.2 The Power Producer may assign or otherwise transfer all or any portion of its rights,
benefits and obligations under this PPA without any prior approval of the Offtaker to
any of its group companies, subsidiaries, associates or lenders to the Project. For all
other assignment, prior approval would be required.

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ARTICLE 10: FORCE MAJEURE

10.1 In the event a Party is rendered unable to perform any obligations required to be
performed by it under this PPA by force majeure, the particular obligations shall, upon
notification to the other Party, be suspended for the period of force majeure.

10.2 Subject to Clause 10.6, force majeure shall mean any event or circumstances or
combination of events or circumstances that wholly or partly prevents or unavoidably
delays any Party in the performance of its obligations under this PPA, but only if and to
the extent that such events and circumstances are not within the reasonable control,
directly or indirectly, of the affected Party and could not have been avoided even if the
affected Party had taken reasonable care. Such events may include acts of the GoK/ GoI
in its sovereign capacity, war, civil war, natural disasters, machinery break down, Act of
God, civil disturbances, change in law, quarantine restrictions, freight embargoes,
radioactivity and earthquakes to the extent they, or their consequences, satisfying the
above requirements.

10.3 Upon the occurrence of an event of force majeure, the Party claiming that, it has
been rendered unable to perform any of its material obligations under this PPA, shall
notify the other Party in writing within seven 7 days of the commencement thereof
giving the particulars and satisfactory evidence in support of its claim. Upon termination
of such event of force majeure, the affected Party shall within 24 hours of its
termination, intimate the other Party of such termination.

10.4 Time for performance of the relative obligations suspended by force majeure shall
then stand extended by the period of delay, which is directly attributable to force
majeure. The Party giving such notice shall be excused from timely performance of its
obligations under this PPA, for so long as the relevant event of force majeure continues
and to the extent that such Party's performance is prevented, hindered or delayed,
provided the Party or Parties affected by the event of force majeure shall use reasonable
efforts to mitigate the effect thereof upon its performance of the obligations under this
PPA.

10.5 Delay or non-performance by a Party hereto caused by the occurrence of an event of


force majeure shall not:

(a) constitute a default or breach of this PPA; and

(b) Give rise to any claim for damages or additional cost of expenses occasioned
thereby.

10.6 Force majeure shall expressly not include the following, except to the extent
resulting from a force majeure:

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(a) Unavailability, late delivery or changes in cost of plant, machinery,
equipment, materials, spare parts, fuel or consumables for the Project;
(b) Any delay in the performance by any contractor(s);
(c) non-performance resulting from normal wear and tear typically experienced
in power generation material and equipment; and

(d) Non-performance caused by, or connected with, non-performing Party's

(i) Negligent or intentional acts, errors or omissions;

(ii) failure to comply with any of the Applicable Laws; or

(iii) Breach of, or default under this PPA.

In the event of a force majeure event occurring after the COD of the Project and if
such event continues beyond 90 days from date of its occurrence or such other
period as may be mutually agreed to by the Parties, this PPA shall stand terminated.

The obligation by a party to pay any undisputed amount which is due shall continue
even during the occurrence of force majeure event.

ARTICLE 11: EVENTS OF DEFAULT AND TERMINATION

11.1 Power Producer Events of Default

The occurrence and continuation of any of the following events, unless any such
event occurs as a result of Force Majeure event shall constitute a Power Producer's
events of default ("Power Producer Event of Default"):

(a) Material breach of any of the provisions of this Agreement.

(b) If the Wind Project is designed, operated constructed or completed in violation


of applicable laws.

(c) If the Power Producer wilfully or recklessly fails in material respect to operate
and maintain the Wind Power Plant;

(d) Bankruptcy, liquidation or dissolution of the Power Producer, except for the
purpose of a merger, consolidation or reorganisation that does not affect the
ability of the resulting entity to perform all its obligations under this Agreement
and provided that such resulting entity expressly assumes all such obligations;

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(e) Failure on part of the Power Producer to supply at least 75 % of Contracted
Quantity as to the Oftaker in any Contract Year, or part thereof, except due to
an event of Force Majeure or for shortfall in Generation Output consequent to
change or reduction in generation pattern or Grid Outage

11.2 Offtaker Event of Default

The occurrence and continuation of any of the following events, unless any such
event occurs as a result of Force Majeure event shall constitute an Offtaker's Event
of Default ("Offtaker Event of Default"):

(a) Material breach of any of the material provisions of this Agreement;

(b) Bankruptcy, liquidation or dissolution of the Offtaker pursuant to applicable law,


except for the purpose of a merger, consolidation or reorganisation that does
not affect the ability of the resulting entity to perform all its obligations under
this Agreement and provided that such resulting entity expressly assumes all
such obligations;

(c) Failure to make payment of any Monthly Bill, including disputed charges required
to be paid, within 30 days after the Due Date of Invoice Payment under this
Agreement;

11.3 The minimum lock in period is five years. Any termination before the lock in period,
the Offtaker will be liable to make Exclusion Payments which shall be difference of PPA
tariff & 85% of generic tariff determined by state regulatory commission (KERC) for six
months.

(d) The minimum offtake has to be 51% of the committed Off take every month as
per the Captive rules requirement. Failure will result in the entire quantity in the
year to be treated as non captive and all the Offtakers will have to pay the rate
as prevailing to the ESCOMS. In such an event the defaulting party will pay for
the CSS and AS charges payable to the Escoms

11.4 Notice of Default

11.4.1 Upon the occurrence of either Party’s Events of Default, the non-defaulting Party,
shall deliver a notice to the defaulting Party ("Notice of Default") which shall specify
in reasonable detail the event of default leading to serving of Notice of Default to
the Offtaker

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11.4.2 Upon serving the Notice of Default, the Parties shall consult each other for a period
of 30 days in order to envisage the steps that may be taken to mitigate the
consequences of the event of default and to cure the same. The Parties may also
mutually decide the cure period within which the event of default shall be remedied
by the defaulting Party. However, if no mutually agreement is arrived at with regard
to the duration of the cure period, the defaulting Party shall be entitled to get a cure
period of 60 days from the date on which the consultation period expires.

11.5 Notice of Termination

11.5.1 On the expiry of the cure period as provided in Article 11.4.2 and unless otherwise
agreed between the Parties, if the event of default is not remedied within such
specified period, the non-defaulting Party may forthwith terminate this Agreement
by issuing a Notice of Termination to that effect ("Notice of Termination").

11.6 If the agreement is terminated due to an Offtaker Event of Default as per Article
11.2, the Offtaker will be liable to make Exclusion Payments which shall be difference of
PPA tariff & 85% of generic tariff determined by state regulatory commission (KERC) for
six months.

11.7 The offtaker has an option to terminate if the Power Producer fails to supply wind
power for a continuous period of 90 days or more/per year, unless the failure is a result
of a force majeure event. Similarly, the Power Producer has an option to terminate the
agreement in the event the Offtaker fails to make any payment within 90 days of the
due date for that payment.

11.8 Termination by Offtaker due to shut down

11.8.1 Termination of this Agreement shall be without prejudice to the accrued rights and
liabilities of the Parties as on the date of termination, unless waived in writing by the
Parties.

ARTICLE 12: DISPUTE RESOLUTION & ARBITRATION


12.1 Governing law

This Agreement shall be governed by and construed in accordance with the laws of
the Republic of India, and subject to Article 12.2 below, the courts in Bangalore shall
have the exclusive jurisdiction to settle any dispute arising out of or in connection
with this Agreement.

12.2 Arbitration

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12.2.1 Dispute Resolution. Any dispute or claim arising out of or in connection with or
relating to this Agreement including, but not limited to, any dispute regarding its
existence, validity, construction, interpretation, breach, termination or enforceability
(“Dispute”), shall be addressed by the Parties and resolved pursuant to this Article
12.2.

12.2.2 Amicable Settlement. Any and all Disputes between the Parties arising out of or in
connection with this Agreement or its performance (including the validity of this
Agreement) shall, so far as is possible, be settled amicably between the Parties.

12.2.3 Referral to Arbitration. If after a period of 45 (forty five) Business Days from such
Dispute, the Parties have failed to reach an amicable settlement, such Dispute shall,
at the request in writing of any Party to such Dispute or claim (“Dispute Notice”) be
settled by binding arbitration by a sole arbitrator (“Arbitrator”) appointed in
accordance with the Arbitration and Conciliation Act, 1996, as amended from time
to time.

12.2.4 Conduct of Arbitration. All arbitration proceedings shall be conducted in the English
language and the venue of arbitration shall be Bangalore. The Arbitrator shall decide
any such Dispute or claim strictly in accordance with the governing law specified in
Article 12.1. The Parties agree that the competent court in Bangalore shall have the
jurisdiction to entertain any proceedings in relation to the Arbitration, including but
not limited to proceedings for interim relief before, pending or post the Arbitration,
and enforcement of the arbitral award.

12.2.5 Cost of Arbitration: From the commencement of Arbitration the costs and expenses
of the Arbitration, including, without limitation, the fees of the Arbitrator and
Arbitration Centre, shall be paid equally by each Party to the Dispute. Each Party
shall pay its own expenses and fees, disbursements and other charges of its counsel.
However, the Arbitrator shall award costs of the Arbitration (including any
administration fee of AC, fees of the Arbitrators and venue and counsel fees of the
winning Party) to be paid by the losing Party.

12.2.6 Expeditious Proceedings. The Parties intend that any arbitral proceedings instituted
pursuant to this Agreement shall be conducted as expeditiously as possible.
Accordingly, the Parties agree that the Arbitrator shall be guided by this intention in
deciding upon any procedural time limit or any request by either Party affecting the
progress of the proceedings.

12.2.7 Final and Binding. Any award made by the Arbitrator shall be final and binding on
each of the Parties.

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ARTICLE 13: REPRESENTATIONS AND WARRANTIES

Each of the Parties hereby represents and warrant to the other as follows:

13.1 Such party is a Company incorporated under the Companies Act, 1956 and is
qualified to perform its obligations under this Agreement.

13.2 Such Party has the full power and authority to enter into, execute and deliver this
Agreement and to perform the transactions contemplated hereby and, such Party is duly
incorporated or organised with limited liability and existing under the laws of India;

13.3 The execution and delivery by such Party of this Agreement and the performance by
such Party of the transactions contemplated hereby have been duly authorised by all
necessary corporate or other action of such Party;

13.4 This Agreement constitutes the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; and

13.5 The execution, delivery and performance of this Agreement by such Party and the
consummation of the transactions contemplated hereby shall not:

(a) violate any provision of the constitutional documents of such Party;

(b) require such Party to obtain any consent or approval of any person pursuant to
any instrument, contract or other agreement to which such Party is a party or by
which such Party is bound, other than any such consent, approval, action or filing
that has already been duly obtained or made;

(c) conflict with or result in any material breach or violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both constitute) a
default under, any instrument, contract or other agreement to which such Party
is a party or by which such Party is bound;

(d) violate any order, judgment or decree against, or binding upon, such Party; or

(e) Violate any applicable laws.

ARTICLE 14: MISCELLANEOUS

14.1 Agency

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Unless specifically prohibited, the Parties shall be free to employ agents to perform
their obligations under this Agreement, so long as they remain primarily liable for
the due performance of this Agreement.

14.2 Specific Performance

Each of the Parties shall be entitled to sue for specific performance or such other
equitable relief as a court of competent jurisdiction may deem necessary or
appropriate to restrain the other Party from committing any violation of, or to
enforce the performance of, the covenants, representations and obligations
contained in this Agreement. These injunctive remedies are cumulative and are in
addition to any other rights and remedies, which the Parties may have at Law or in
equity.

14.3 Indemnity

14.3.1 Each Party shall indemnify defend and hold harmless the other Party and its officers,
directors, employees, and agents, harmless from any Claims by third parties with
respect to damage to tangible property, personal injury or death caused by such
Party's negligence or wilful misconduct.

14.3.2 Notwithstanding anything to the contrary set forth herein, (i) an Indemnitee may
participate, at its own expense, in any defense and settlement directly or through
counsel of its choice, and (ii) the indemnifying Party will not settle or compromise
any Claim on terms that would diminish the rights provided to the Indemnitee or
increase the obligations assumed by the Indemnitee under this Agreement, without
the prior written consent of the Indemnitee

14.3.3 The foregoing remedies are in addition to other remedies set forth in this Agreement
or otherwise available to the Parties in accordance with applicable law

14.3.4 In no event shall either Party be liable to the other Party in connection with this
Agreement or the arrangements contemplated hereby for any indirect, incidental,
consequential, punitive, special or other similar damages, whether or not due to the
fault or negligence of a party, and regardless of whether the other party has been
advised of the possibility of such damages or losses. The limitations of liability above
shall apply to any such damages, however caused and regardless of the theory of
liability, whether derived from contract, tort (including, but not limited to,
negligence), or any other legal theory, even if a party has been advised of the
possibility of such damages and regardless of whether the limited remedies available
under this agreement fail of their essential purpose.

14.4 Severability

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Should any provision of the Agreement be or become void or illegal or
unenforceable in full or in part, the validity or enforceability of the other provisions
(including the remainder of the provision which has been held to be partly invalid or
illegal) of the Agreement shall not be affected and shall continue in full force and
effect. The Parties will, however, use their best endeavors to agree on the
replacement of the void, illegal or unenforceable provision(s) with legally acceptable
clauses which correspond as closely as possible to the sense and purpose of the
affected provision and the Agreement as a whole.

14.5 Confidential Information

Power Producer shall not disclose to any third party, any Confidential Information
(hereinafter defined) that it receives from Offtaker or otherwise in connection with
the performance of this Agreement. As used herein, the term “Confidential
Information” refers to any and all financial, technical, commercial, or other
information concerning the business and affairs of Offtaker, including, without
limitation, any cost or pricing information, contractual terms and conditions,
marketing or distribution data, business methods or plans. Confidential Information
does not include information which (i) becomes generally available to the public
other than as a result of a disclosure by Power Producer, (ii) was available to a Party
on a non-confidential basis prior to its disclosure by the other Party or in connection
with the performance by such Party of its obligations under this Agreement, or (iii)
becomes lawfully available to a Party on a non-confidential basis from an
independent third party. Power Producer will not use Confidential Information for
any purpose other than carrying out its obligations as set forth in this Agreement.
Power Producer further agrees to comply at all times with all security procedures in
effect at Offtaker's premises and externally for information belonging to Offtaker or
for which Offtaker is responsible.

14.6 Publicity

This Agreement shall not be construed as granting to Power Producer any right to
use any of Offtaker’s or its Affiliates' trademarks, service marks or trade names or,
otherwise refer to Offtaker in any marketing, promotional or advertising materials or
activities. Without limiting the generality of the forgoing, Power Producer shall not
disclose without Offtaker’s prior written consent (i) the terms and conditions of this
Agreement, or (ii) the existence of the project or any contractual relationship
between Offtaker and Power Producer except as is otherwise required or necessary
in order to carry out or perform the its obligations hereunder, or (iii) issue any
publication or press release relating directly or indirectly to (i) or (ii) above.

14.7 Notices

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Any notices or other documents required to be delivered under this Agreement shall
be in writing and shall be sufficient if personally delivered with written
acknowledgment of said delivery by the recipient; or if sent by courier with written
receipt by the courier of delivery. Any notices shall be delivered to the following
locations, unless same is changed by written notice to the other Party in accordance
with this Agreement.

If to Power Producer:
M/S DB Renews Pvt Ltd
# 738/1, Near 3rd Railway Gate,
Khanapur Road,
Belgaum – 590 008

If to Offtaker:
__xxxxxxxxx_____________________________________
________________________________________
________________________________________

or to such other address as either Party shall have furnished to the other in
accordance herewith. Notices and communications shall be effective when actually
received by the addressee.

14.8 In the event that any one or more of the provisions contained in this Agreement
shall be held to be unenforceable, such provision(s) shall be deemed not to have been
written and shall not affect any other provisions of this Agreement provided that this
Agreement may reasonably continue without such provision(s).

14.9 The failure of either Party to enforce at any time or for any period of time any of the
provisions of this Agreement shall not constitute a waiver of such provisions or the right
of such Party to enforce each and every provision

14.10 This Agreement (including any Annexures, Schedules and Exhibits incorporated
herein) contains the entire understanding between the Parties relating to the subject
matter hereof and shall supersede any and all promises, representations, warranties,
undertakings or other statements with respect to the subject matter hereof, whether
written or oral, made by or on behalf of one Party to the other of any nature whatsoever
or contained in any document given by one Party to the other. The captions of this
Agreement are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the Parties hereto or their respective successors or legal representatives.

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IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed by
their fully authorized officers, and copies delivered to each Party, as of the day and year first
above stated.

SIGNED AND DELIVERED on SIGNED AND DELIVERED on


behalf of the above named behalf of the above named
(Generator) acting through its [X]
Authorized Signatory, acting through its
Mr. Shankar Nesargi, CEO Authorized Signatory,
Mr._____________________

In presence of witnesses: In presence of witnesses:

1. 1.

2. 2.

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