Agreement means this Agreement, including the Main Terms and these Commercial LPG Terms and Conditions.
Billing Month means the days during any month for which Genesis Energy invoices the Customer in accordance with clause 12.1.
Business Day means any day other than a Saturday, Sunday or public holiday in Wellington or Auckland.
Change of Control means any direct or indirect change in control, or direct or indirect change in the legal or beneficial ownership, of more than 50% of the Customer, whether by a single event or a series of events, over any period of time.
Charges means the fees or Charges payable in respect of the LPG and Services provided pursuant to this Agreement, as set out in the Price Schedule, and including:
(a) the Price per Litre of LPG;
(b) any Supply Charges;
(c) any Equipment Rental Charges;
(d) any Installation Charges;
(e) GST and any other taxes;
(f) any third party payment Charges (including credit card fees); and
(g) any other amounts owing to Genesis Energy under this Agreement.
Commercial LPG Terms and Conditions means these terms and conditions.
Customer or you means the person or entity to be supplied with LPG, as listed in the Parties and Term Schedule.
Customer Equipment means any equipment located at the Sites that is owned by the Customer or another third party and that is applied in the storage or otherwise use of LPG.
Default Rate means the then current 90 bank bill buy rate (expressed as a percentage) as quoted by Genesis Energy’s principal bankers on the first Business Day of the period in which default interest is payable plus 2% per annum compounded monthly.
Distribution Company means any person that contracts with Genesis Energy to supply LPG to any Customer.
Equipment Rental Charge means any Charges payable to Genesis Energy or the Distribution Company for the rental of the Supplied Equipment being provided to the Customer, as set out in the Price Schedule.
Expiry Date means the date specified as such in the Parties and Term Schedule.
Financial Product has the meaning given to that term in section 7 of the Financial Markets Conduct Act 2013.
Force Majeure means an event or circumstance which is beyond the reasonable control of a party and which results in or causes the failure of that party to perform any of its obligations under this Agreement, and in the case of Genesis Energy includes:
(a) faults or problems in equipment involved in the supply of LPG;
(b) acts or omissions by any Distribution Company;
(c) problems with the production of LPG; and
(d) any other things which Genesis Energy does not have control over, provided that lack of funds will be deemed not to be a matter beyond the reasonable control of a party.
Genesis Energy means Genesis Energy Limited.
Genesis Energy Group means Genesis Energy, its related companies (as defined in the Companies Act 1993), their officers, directors, employees, contractors, agents and any person under Genesis Energy’s control.
GST means goods and Services tax under the Goods and Services Tax Act 1985.
Installation Charge means any Charges relating to the installation of Supplied Equipment at a Site, as set out in the Price Schedule.
Litre means 1.88 kilograms of LPG.
LPG means liquid petroleum gas as defined in New Zealand Standard 5435 or any substituted standard.
LPG Equipment means the Supplied Equipment and the Customer Equipment.
LPG Event of Default means:
(a) any of the LPG or Supplied Equipment is "at risk" (as that term is defined in section 109(2) of the PPSA);
(b) any of the LPG or Supplied Equipment is destroyed or lost (including lawful confiscation) or damaged beyond repair (as determined by Genesis Energy);
(c) the Customer enables a third party to be entitled to put forward any claim or lien on the LPG or Supplied
Equipment or any part of it (whether for repairs or otherwise);
(d) the Customer sells, leases, bails, mortgages, pledges, creates or permits to subsist any security interest (other than any security interest in favour of Genesis Energy or the Distribution Company) over, or otherwise disposes of or parts with possession or control of, any of the LPG or Supplied Equipment; or
(e) the Customer allows the LPG or Supplied Equipment (or any part of it) to become an accession to any property or to be affixed to land.
Main Terms means, collectively, the Parties and Term Schedule, the Site Schedule, the Price Schedule, the Special Terms Schedule and the Signatures Schedule.
Minimum LPG Quantity means the minimum amount of LPG that the Customer must take and in any event purchase in any Year at all Sites, reduced on a pro rata basis for any Year which is less than 12 months, as specified in the Site Schedule.
Minimum Delivery Quantity means the Minimum Delivery Quantity for each Site, as specified in the Price Schedule. Offer, in respect of an offer of:
(a) securities under the Securities Act 1978, has the meaning given to it in section 2(1) of the Securities Act 1978; and
(b) Financial Products, has the meaning given to it in section 6(1) of the Financial Markets Conduct Act 2013.
Parties and Term Schedule means Section 1 of the Main Terms.
PPSA means the Personal Property Securities Act 1999.
Price means the amount to be charged by Genesis Energy per Litre of LPG, as set out in the Price Schedule.
Price Schedule means Section 3 of the Main Terms.
Regulatory Authority means the government or any governmental or semi-governmental agency or other Regulatory Authority (including but not limited to any agency administering relevant industry standards on the basis of voluntary association by industry participants where Genesis Energy is subject to those standards).
Related Agreement means any Agreement (other than this Agreement) between the Customer or any of its Related Companies and any member of the Genesis Energy Group.
Related Company has the meaning given to it in section 2(3) of the Companies Act 1993 as if “company” includes a company or other body corporate incorporated or constituted in New Zealand or any other jurisdiction.
Rent to own Equipment has the meaning given to it in clause 6.6.
Representative in relation to a party means a person who has sufficient delegated authority to negotiate in relation to this Agreement on behalf of that party, as specified in the Parties and Term Schedule.
Service Charges means any Charges related to the provision of Services to the Customer by Genesis Energy or the Distribution Company.
Services means any Services provided to the Customer by Genesis Energy or the Distribution Company.
Signatures Schedule means Section 5 of the Main Terms.
Sites means the Sites specified in the Site Schedule.
Site Schedule means Section 2 of the Main Terms.
Special Terms Schedule means Section 4 of the Main Terms.
Standard Pricing List means the pricing list made available by Genesis Energy through its website, as amended from time to time.
Start Date means the date specified as such in the Parties andTerm Schedule.
Supplied Equipment means any equipment that is supplied by Genesis Energy and/or the Distribution Company to the Customer that is applied in the storage or otherwise use of
LPG, as set out in the Site Schedule, as well as any accessories, parts or replacements which may be supplied with or subsequently attached to such equipment. For the avoidance of doubt, this definition extends to any LPG cylinders provided by Genesis Energy or the Distribution Company to the Customer.
Supply Charges means the Charges invoiced or levied on Genesis Energy by the Distribution Company for the supply of LPG to the Customer and includes any costs that Genesis Energy may incur in relation to the supply of LPG.
Title Transfer Date means, in respect of any Rent to own Equipment, the date on which full payment of all Equipment Rental Charges has been made by the Customer to Genesis Energy, or, if later, the date on which all other amounts owing by the Customer or its Related Companies under this Agreement or any Related Agreements have been paid.
Uncontracted LPG Rates means the rates specified in the Price Schedule for uncontracted LPG and related Services.
Varied Mandatory Costs means any increase or decrease in the costs the Genesis Energy Group incurs in respect of the supply of LPG to the Customer arising directly as a result of either:
(a) the Genesis Energy Group or a supplier of goods and Services to the Genesis Energy Group (including any
ultimate supplier who supplies goods and Services to any supplier of the Genesis Energy Group) bearing any
Varied Tax;
(b) any Distribution Company increasing or decreasing the Charges payable by the Genesis Energy Group for the supply of LPG; and/or
(c) any Regulatory Authority (which, for the avoidance of doubt, includes the Gas Industry Company Limited and any successor or replacements entities) increasing or decreasing the Charges or levies payable by the Genesis Energy Group in respect of the supply of LPG.
Varied Tax means any tax, levy, duty, increase in royalty rate, impost or any other charge, including any tax, levy or charge imposed by any person on LPG, the production of LPG, or sales of LPG under this Agreement (other than in respect of CO2 emissions or other greenhouse gases), or an increase in the general rate of the existing tax on all income or profits and local authority rates and taxes applied to businesses generally.
Year means any period of 12 months from the Start Date to the Expiry Date.
22.2 In this Agreement, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) references to including and other similar words are not to be treated as words of limitation;
(c) references to a person includes a reference to an individual, body corporate, authority, government body, partnership, joint venture or other unincorporated body of persons;
(d) references to either of the parties includes a reference to that party’s successors and permitted assigns,
employees, agents, contractors, successors, receivers, managers, liquidators or other Representatives;
(e) headings are for convenience only and will not affect interpretation;
(f) references to ‘day’ mean a consecutive period of 24 hours beginning and ending at midnight;
(g) a reference to any legislation or to any provision of any legislation (including regulations and orders) includes that legislation or provision as from time to time amended, reenacted or substituted and any statutory instruments, regulations and orders issued under any such legislation or provision; and
(h) The terms “after-acquired property”, “at risk”, “default”, “inventory”, “lease”, “perfected”, “proceeds”, “purchase money security interest”, “rights”, “security interest” and “sell” have the respective meanings given to them under, or in the context of, the PPSA.