Common use of Existing Customers Clause in Contracts

Existing Customers. The following provisions apply to Existing Customers: if an Existing Customer has not entered into a Customer Access Agreement with the Authority by the Commencement Date, then the Parties acknowledge and agree that (unless the Authority in its discretion notifies the Supplier to the contrary) the Supplier shall nevertheless enter into a Customer Contract with such Existing Customer; if an Existing Customer has not entered into a Customer Access Agreement with the Authority by the Earliest Supply Start Date for any Supply Point of that Existing Customer, then the Parties acknowledge and agree that (unless the Authority in its discretion notifies the Supplier that such Existing Customer is no longer to qualify as a Customer hereunder) the Supplier shall nevertheless supply natural gas to such Existing Customer in accordance with the Customer Contract; (if the Supplier was the Previous Gas Supplier for that Existing Customer) where directed by the Authority and where the Existing Customer is willing to do so, the Supplier shall (rather than entering into a Customer Contract with the Supplier on the terms and conditions prescribed in Schedule 2) enter into an agreement to amend the Existing Customer’s contract with the Supplier so as to create an agreement between the Existing Customer and the Supplier on the terms and conditions prescribed in Schedule 2; and (if the Supplier was not the Previous Gas Supplier for that Existing Customer) where directed by the Authority and where the Existing Customer is willing to do so, the Supplier shall (rather than entering into a Customer Contract with the Supplier on the terms and conditions prescribed in Schedule 2) enter into an agreement to novate and amend the Existing Customer’s contract with the Previous Gas Supplier so as to create an agreement between the Existing Customer and the Supplier on the terms and conditions prescribed in Schedule 2. The Parties further acknowledge and agree in respect of Existing Customers that: until such time as an Existing Customer has a Customer Contract with the Supplier (whether pursuant to Clause 3.3.1, 3.10.3 or 3.10.4), that Existing Customer cannot join a Procurement Round (or become a Committed Customer in respect of that Procurement Round); (notwithstanding Clause 3.11.2, and unless the Authority otherwise determines) an Existing Customer that does not have a Customer Contract with the Supplier (whether pursuant to Clause 3.3.1, 3.10.3 or 3.10.4) by the Procurement Round Commitment Point that is six (6) Months prior to the First Supply Start Date shall be deemed to have joined the Procurement Round to which that Procurement Round Commitment Point relates (and the Authority shall include such Existing Customer’s Supply Points in the Site List for that Procurement Round); and if an Existing Customer does not have a Customer Contract with the Supplier by the date that is 35 Working Days prior to the Earliest Supply Start Date for any Supply Point of that Existing Customer (whether pursuant to Clause 3.3.1, 3.10.3 or 3.10.4 or otherwise), then the Supplier may notify the Authority and the Customer that the Supplier is not willing to supply Gas Products to the Customer pursuant to this Framework Agreement (provided that the Supplier must do so at least 25 Working Days prior to such Earliest Supply Start Date), in which case: such Existing Customer shall cease to be a Customer (and may not be a Customer until it signs a Customer Contract); and the Parties shall agree such adjustments to the Customer Portfolio and to the Purchase Shape for any Procurement Rounds for which that Customer was a Committed Customer as may be required to reflect such fact. OBLIGATIONS OF THE AUTHORITY The Authority shall: in accordance with Schedule 6, undertake the marketing of Customer Contracts with the support of the Supplier; in accordance with Schedule 3, enter into Transactions with and further direct the Supplier to purchase all necessary Gas Products for the Customer Portfolio to meet the Customer Portfolio Demand at any time; provide reasonable assistance to enable the Supplier to provide the Services and Additional Services; subject to and in accordance with Schedule 8, be entitled to source wholesale natural gas from third parties for the purpose of supplying the Customer Portfolio; and carry out an appraisal of the Supplier in accordance with the Key Performance Indicators, pursuant to this Framework Agreement. The Authority, in entering into Transactions, in marketing Customer Contracts and in fulfilling the obligations described as the Authority's responsibilities and obligations under this Framework Agreement, shall: act in a reasonable and prudent manner; meet its obligations in accordance with Good Industry Practice; comply with all Laws; at all times maintain sufficient organisational and technical ability and capacity to enter into Transactions in respect of the Customer Portfolio Demand; and work with the Supplier to facilitate the development of this Framework Agreement, and to ensure that, so far as reasonably practicable, Services and Additional Services are being provided to Customers in the most efficient and effective way and in accordance with the provisions of Schedules 4, 5, 6 and 7. The Authority may appoint an agent to perform on its behalf all or part of its obligations and/or exercise on its behalf all or part of its rights under this Framework Agreement. If the Authority appoints an agent, the Authority shall notify the Supplier in writing as soon as reasonably practicable and shall remain liable to the Supplier for any failure to perform its obligations under this Framework Agreement.