E.ON UK plc

E.ON UK PLC DEEMED CUSTOMER SCHEME MADE PURSUANT TO SCHEDULE 2B OF THE GAS ACT 1986

This scheme (the “Scheme”) is made by E.ON UK plc, Westwood Way, Westwood Business Park, Coventry CV4 8LG in accordance with paragraph 3 or Schedule 2B of the Gas Act 1986 (the “Act”).

Whereas:

The Act provides for customers supplied with gas by E.ON UK plc, otherwise than in pursuance of a contract, to be deemed to have contracted with E.ON UK plc at those premises. A purpose of the Act is to secure the legal continuity of gas supply for those customers.

Now therefore, E.ON UK plc hereby makes the following scheme for such purposes.

This Scheme comes into effect on 1 July 2006, and supersedes all previous such schemes made by E.ON UK plc. The Terms and Conditions of this scheme are set out below.

1.  Definitions

“the Act”	the Gas Act 1986;
“Agent”	a meter reader or meter asset maintainer;
“Authority”	the Gas and Electricity Markets Authority or Ofgem;
“Charges”	the Charges for your supply calculated in accordance with the Deemed Contract Rates;
“Contract”	these Terms and Conditions, including Annex 1 where relevant, and the Price Schedule, which are deemed to apply where we supply you with gas, other than in accordance with a valid supply agreement;
“Deemed Contract Rates”	the rates and charges detailed in the attached Price Schedule, as amended from time to time (available at www.eon-energy.com), that are deemed to apply to any Metering Point which we are supplying with gas, other than in accordance with a valid supply agreement;
“Equipment”	any part of the meter installation, including meters, pressure regulators, valves, pipes, data loggers telecommunications or other equipment downstream of the emergency control valve and up to the final meter outlet valve;
“Good Industry Practice”	the exercise by an Agent of such skill, diligence, prudence and foresight, as would reasonably and ordinarily be expected from a prudent Agent, engaged in the same type of business, under the same or similar conditions;
“Isolate(d)” “Isolation”	where no gas can flow directly or indirectly from the Transporter’s network;
“Late Payment Fee”	the fee charged by us in accordance with Clause 4.1.5;
“Maximum Consumption”	the maximum quantities of gas to be supplied to any Premises as specified by the Transporter;
“Metering Point”	the outlet of your control valve for the Premises;
“Month”	a calendar month;
“Nominated Consumption”	the quantity of gas which you estimate you will require in a twelve Month period of supply;
“Notice Address”	for notices from us to you, your registered office address or any replacement address designated by you; for notices from you to us, the address contained in our most recent correspondence to you;
“Notify” “Notified” “Notification”	where one of us requires information from the other, it shall be sent to the Notice Address of the former in accordance with Clause 9.2;
“Premises”	the premises at which a Metering Point supplied by us under this Contract is located;
“Price Schedule”	the attached schedule of Deemed Contract Rates;
“Sub Deduct Arrangement”	an arrangement of pipes and meters which allows for gas to be conveyed to Premises and then further conveyed to other Premises downstream for purposes of supply and which is recognised as such by National Grid;
“Supplier Certificate”	the certificate, available from HM Revenue & Customs, Reference PP11, representing the percentage of supply eligible for relief from Climate Change Levy;
“Supply Point AQ”	the quantity of gas anticipated to be offtaken in a period of 12 Months as determined by the Transporter;
“Transporter”	the owner of the relevant transportation system;
“Working Day”	any day other than a Saturday, Sunday or bank holiday.

1.1   Interpretations

Where applicable, references to the singular include references to the plural and vice versa and headings are inserted for convenience only. Each Metering Point at a Premises forms an individual Contract in its own right.

2.  Supply of Gas and Other Services

2.1 We agree to make a supply of gas available to you and you agree to use gas in accordance with the Act. Title and risk in the gas shall pass to you at the Metering Point.
2.2 For any Premises with a Supply Point AQ of 732,000 kWh or more you must Notify us of 3 representatives and the telephone and facsimile numbers at which they can be contacted in an emergency. You must Notify us immediately of any changes to the contact telephone or facsimile numbers. If the Premises are manned 24 hours a day, only one set of contact details is required.
2.3 a. You agree that you shall not exceed the specified Maximum Consumption level for any Premises and that we shall have no obligation to supply such gas; we shall, however, be entitled to charge you for any additional costs imposed on us if you do exceed the Maximum Consumption.
b. If you anticipate you may exceed the specified level of Maximum Consumption, you shall give us a minimum of 1 Month’s notice, detailing your requirements, which we will endeavour to meet. Any additional costs will be passed through to you.
2.4 You shall Notify us, as soon as reasonably practicable, where changes are made to any Metering Point and shall give us notice in accordance with Clause 9.2 if you cease to own or occupy any Premises or if gas is no longer consumed at any Metering Point.
2.5 It is your responsibility to maintain and ensure the safety of all pipes and apparatus downstream of the meter, unless otherwise Notified by us.

3.  Charges

3.1 We shall charge you for all gas supplied at the Metering Point.
3.2 You are liable to pay the applicable Deemed Contract Rate detailed in the Pricing Schedule, as amended from time to time, together with any other third party charges reasonably incurred by us on your behalf and any tax, levy, duty or other impositions in accordance with legislation in force.
3.3 Where relevant, you shall send completed Supplier Certificates to us at the Notice Address, to be received at least 5 Working Days prior to their application. Relief from Climate Change Levy cannot be backdated and we accept no liability for late receipt of Supplier Certificates.

4.  Terms of Payment

4.1   Billing

4.1.1 For each billing period, we will invoice you for the Charges and any other amounts due under this Contract. You shall pay our invoice by cleared funds within 10 days of the date of the invoice. Please tell us immediately if you have difficulty paying. Other payment options may suit you better and we may require you to pay a security deposit. If you do not pay we may Isolate your gas supply and charge you our costs.
4.1.2 If an Agent’s meter reading or actual consumption data is not available, or if we reasonably believe it to be inaccurate, we may issue an invoice based on your own meter reading or our reasonable estimate and you shall pay this invoice. Any over- or under-payment shall be adjusted as soon as practicable.
4.1.3 If any amount payable is the subject of a bona fide dispute, the undisputed portion of the invoice shall be paid in accordance with Clause 4.1.1. After an agreement is reached or any proceedings determined, the amount payable shall be paid within 7 Working Days.
4.1.4 If our invoice has been based on inaccurate information, we shall submit a revised invoice when accurate information becomes available.
4.1.5 We reserve the right to charge a Late Payment Fee in respect of any undisputed amount remaining unpaid by you after the due date. In addition, interest may be charged on such amounts in accordance with our rights under the Late Payment of Commercial Debts (Interest) Act 1998.
4.1.6 You may not deduct or set off any payments to be made under this Clause 4 against any amounts due from us, except where we have issued a credit to you.

5.  Metering Services

5.1 The Equipment must at all times comply with the Act and be appropriate to supply all apparatus connected to it. In the event that we become aware that Equipment is not suitable, we may arrange for installation, maintenance or replacement of the Equipment and you shall pay the costs incurred.
5.2 It is your responsibility to:

(a) protect the Equipment against weather damage, physical damage and any unauthorised third party interference or adjustment and ensure that the meter and its housing complies with all applicable regulations;
(b) provide power, water and drainage as required for the Equipment;
(c) ensure that every meter installed is properly maintained and repaired when necessary so as to accurately register the quantity of gas supplied;
(d) provide safe and reasonable access to all Metering Points; and
(e) pay all charges incurred by us in fulfilling obligations with regard to safety.

The responsibilities contained in this Clause 7.2 (except b. and c.) shall apply whether or not the meter has been Isolated or where a supply of gas is no longer required.

5.3 Where the meter is not owned by the Transporter or us you will be the person responsible for the meter as defined in the Act. Failure to meet your responsibilities may result in Isolation of the supply by the Transporter or us.
5.4 The metering shall be deemed to be accurate unless either of us is Notified by the other that its accuracy is disputed. Where such Notification is given, the metering shall be examined in accordance with the Act as soon as practicable. Except where the meter is owned by us or the Transporter, you shall be responsible for all costs incurred if the meter is found to register inaccurately beyond that permitted under the Act. If the meter is found to register accurately then the costs shall be paid by whichever of us issued the Notification.
5.5 Where you have an agreement with a third party for the provision of metering or services, you shall ensure that they operate at all times in accordance with Good Industry Practice. You shall be responsible for all costs incurred by us in relation to the metering or service provided and any costs incurred by us as a result of damage caused to, or removal of, such Equipment.
5.6 You shall Notify us as soon as reasonably practicable if you believe there has been damage to or interference with the Equipment and you agree to provide us with all information which we may reasonably require. If you wilfully damage or interfere with any Equipment, we may immediately terminate this Contract, the provisions of Clause 8 shall apply and you shall indemnify us for all costs reasonably incurred.
5.7 For all Premises with a Supply Point AQ of less than 73,200 kWh, where you are the new owner, occupier or person responsible for a Premises, you shall, within 3 days, provide us with meter readings for all meters taken on the date of commencement of your ownership, occupancy or responsibility. If you fail to supply such meter readings then you agree to accept estimated meter readings provided by the Transporter. We shall not be responsible for the accuracy of such meter readings and all additional costs shall be passed through to you.
5.8 You shall ensure that all gas installations, plant and equipment comply with any relevant law or regulation.
5.9 We shall appoint an Agent to read the meter in accordance with normal meter reading cycles.
5.10 You shall not remove or replace any meter that is part of a Sub Deduct Arrangement without our agreement.

6.  Liability and Force Majeure

6.1 Nothing in this Contract shall exclude liability for death or personal injury resulting from our negligence. Apart from this, we shall only be liable to you for physical damage to property which was reasonably foreseeable as a likely result of a breach and our total liability to you shall not exceed £100,000 for any incident or series of incidents.
6.2 We shall not be liable to you, under contract or otherwise, for loss of use, revenue, profit, contract or goodwill or for special, consequential or indirect loss or damage of any nature, or for any liability of yours to any other person.
6.3 We shall not be liable to you for any failure to perform our obligations under this Contract where such failure is due to circumstances beyond our reasonable control.
6.4 We shall not be liable for any loss to you caused by any act or omission of an Agent chosen by you.

7.  Duration and Termination

7.1 You can end this Contract by entering into an agreement for the supply of gas with us or another supplier, subject to a successful registration by the alternative supplier or when you are no longer the owner, occupier or person responsible for the Premises, or the Premises have been permanently disconnected from the transportation system.
7.2 We may immediately terminate this Contract on giving you notice if:

(a) you convene a creditors’ meeting or an order is made or effective resolution is passed for your winding up;
(b) a receiver, liquidator, administrator or trustee for creditors is appointed for a major part of your assets;
(c) you are unable to pay your debts (within the meaning of Section 123(1) or (2) of the Insolvency Act 1986) or you cease or threaten to cease to pay your debts as they fall due; or
(d) you are in material breach of this Contract.


7.3 If any sum remains unpaid after the due date for payment, we may Isolate your supply and charge you our costs.
7.4 If you cease to be the owner or occupier of a Premises or require permanent Isolation of one or more meters, you shall notify us at least 2 Months in advance to terminate this Agreement in respect of those meters and you shall be liable for all Charges until responsibility for the Charges is assumed by a new owner or occupier or the supply is Isolated.
7.5 Before you vacate any Premises you shall Notify us of the identity of any new owner, occupier or agent responsible.

7.6   Upon Termination of this Contract

7.6.1 We shall issue an invoice based on the closing meter reading or, where appropriate, the terms of Clause 4.1.2 shall apply. Where the Metering Point has transferred, the reading used will be provided to us by the new supplier.
7.6.2 The invoice shall also include any other costs reasonably incurred by us in the performance of this Contract. You shall remain liable for all Charges in respect of the Premises while we are the registered supplier and you are the owner, occupier or person responsible for the Premises.

7.7   Clauses Surviving Termination

Clauses 4, 6, 7, 8 and 9, shall survive termination.

8.  Isolation

8.1 Where the Contract has been terminated by us or where you have requested, we may Isolate any Metering Point. You shall remain liable for all costs reasonably associated with such Isolation and any subsequent re-establishment of supply. While you are the owner, occupier or person responsible for the Premises and we remain the registered supplier, you shall also remain liable for the Charges, even though the Premises may be Isolated or you vacate or cease to consume gas at a Premises.
8.2 We may Isolate any Metering Point where no gas is used for a consecutive period of 6 Months. In any event, the Transporter may remove the means of supply from an Isolated Metering Point which is not re-established after 12 Months and you shall be liable for all reasonably associated costs.
8.3 Your supply may be Isolated on notice (or without notice where necessary for safety purposes) to:

(a) avoid danger or because failure to Isolate would or might involve us being in breach of industry regulations;
(b) avoid interference with supply to another person which we reasonably believe may result from or be caused by your installation; or
(c) enable maintenance or repair work to be carried out.

In addition, you may be required, on notice, temporarily to refrain from using gas or we may temporarily discontinue your supply for the above reasons.

9.  Miscellaneous Provisions

9.1   Entire Agreement and Jurisdiction

This Contract shall be interpreted in accordance with English law, and references to any statute, statutory provision, statutory instrument, regulation or code include any amendments, extensions or re-enactments.

9.2   Notices

Any notice to be given under this Contract shall be in writing and delivered by hand or sent by facsimile, e-mail, recorded delivery or registered letter to the Notice Address. A notice sent by facsimile or e-mail should be confirmed by letter sent by first class mail on the same day.

9.3   Dispute Resolution

Each of us shall use reasonable endeavours to resolve a dispute. If the Parties are not able to agree a resolution, or there is a failure to implement the resolution correctly, either Party may pursue any remedies that it may have under this Agreement or at law. The Agreement shall apply during the dispute resolution process.

9.4   Assignment

You may not assign this Contract without our prior, written consent.

9.5   Waivers

Any waiver shall be agreed by each of us in writing. A waiver of a specific breach shall not entitle any further breach.

9.6   Severance

If any provision is declared invalid, unenforceable or illegal by the courts, the remaining provisions of this Contract shall continue in full force and effect.

9.7   Transfer Objection

We may enter an objection under the customer transfer process and prevent an alternative supplier from registering the Premises if an alternative supplier attempts to register a Metering Point in error.

9.8   Exclusion of Third Party Rights

Any person who is not a party to this Contract shall not acquire or have any rights under this Contract by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

9.9   Emergency Provision

You shall contact the Transporter immediately if a loss of supply causes or you believe may cause an emergency or safety critical situation. Emergency contact details can be found on the reverse of your invoice or on our website www.eon-energy.com.

ANNEX 1

Supplementary Conditions relating to an Interruptible Supply of Gas

In addition to the foregoing general Terms and Conditions of supply, the supplementary conditions in this Annex 1 shall apply where we make available to you an Interruptible Supply of Gas and, in the event of conflict, these supplementary conditions shall take precedence.

1.  Additional Definitions

“Authorised Interrupter”	we or the Transporter who may require you to interrupt;
“Failure to Interrupt”	when an Interruption Notice is not complied with;
“Firm Allowance”	the quantity of firm gas agreed for the Interruptible Supply Point for the current Gas Year;
“Firm Supply”	a supply of gas where neither the supplier nor the Transporter are entitled, at their election, to limit the supply of gas to the Premises, except as required by law or in accordance with the Transporter’s Network Code;
“Gas Day”	the period from 6.00 am on any day until 6.00 am on the following day;
“Gas Year”	from 6.00 am on 1 October in any year to 6.00 am on 1 October in the following year;
“Interruptible Supply”	a supply of gas where the supplier or the Transporter are entitled, at their election, to determine periods during which the supplier has no obligation, or only a limited obligation, to supply gas to the Premises;
“Interruptible Supply Point”	one or more Metering Points designated to provide an Interruptible Supply of gas;
“Interruption Notice”	a notice to interrupt given to you by telephone or facsimile by an Authorised Interrupter;
“Period of Interruption”	a period of time during which an Interruption Notice is effective;
“TNI Site”	Transporter Nominated Interruptible Site.

2. The Authorised Interrupter may require you to cease offtaking gas to any Interruptible Supply Point by giving you not less than 4 hours’ prior notice.
3. The number of days of interruption nominated by the Transporter (“Interruption Allowance”) in any Gas Year shall not exceed 45 days unless the Interruptible Supply Point is designated by the Transporter as a TNI Site. Any Period of Interruption on any Gas Day shall be deemed a day of interruption. The exercise of a right by us or the Transporter to secure the cessation or reduction of offtake provided for in Clause 8 of the general Terms and Conditions shall not count towards the Interruption Allowance.
4. The Authorised Interrupter will advise you as soon as reasonably practicable when the requirement for interruption no longer applies, specifying the time from which you can resume offtaking gas.
5. You must ensure that the interruption is absolute and no gas is offtaken at any time during the Period of Interruption unless an agreement for a Firm Allowance is in place. If a Firm Allowance exists you must not offtake gas at an hourly rate greater than 12.5% of the Firm Allowance. During a Period of Interruption you shall not use a Firm Supply as a substitute for an Interruptible Supply.
6. You shall provide a manned 24 hour telephone contact capability including one facsimile number for the Interruptible Supply Point to receive Interruption Notices from the Authorised Interrupter. You shall ensure that such contact can respond by telephone or facsimile to Interruption Notices. You shall Notify us immediately of any changes to the contact telephone or facsimile numbers.
7. If there is a Failure to Interrupt, whether in whole or in part:

(a) substantial charges will be levied on us by the Transporter and you shall reimburse us for all costs incurred; and
(b) the Transporter may Isolate the Interruptible Supply Point and you shall be liable for any costs incurred including re-establishment; and
(c) this shall not count as a day of interruption (regardless of the reason for such failure, including Force Majeure).
8. For the purposes of these supplementary conditions, the following shall not constitute Force Majeure:
(a) if your 24-hour contact capability fails for any reason and you cannot be contacted by the Authorised Interrupter; or
(b) if there is no alternative facility for your plant or machinery to operate; or
(c) strike, lock-out or other industrial action.
Price Schedule
All prices exclude VAT and Climate Change Levy

All Customers with ‘Firm’ gas supplies

Volume (Registered AQ) (kWh)	Monthly Standing Charge	Unit Rate (pence/kWh)
< 732,000	£60.00	5.85
732,001 - 5,860,000	£360.00	5.85
> 5,860,000	£2,500.00	5.85

All Customers with ‘Interruptible’ gas supplies

Volume (Registered AQ) (kWh)	Monthly Standing Charge	Unit Rate (pence/kWh)
All	£2,500.00	5.85