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MINISTRY OF INDUSTRY AND TRADE
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
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No. 02/2019/TT-BCT
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Hanoi, January 15, 2019
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CIRCULAR
ON WIND POWER PROJECT DEVELOPMENT AND POWER PURCHASE
AGREEMENT FOR PROJECTS THEREOF
Pursuant to the
Electricity Law No. 28/2004/QH11 dated December 03, 2004; Law on amending some articles
of the Electricity Law dated November 20, 2012;
Pursuant to the
Government's Decree No. 98/2017/ND-CP dated August 18, 2017 on defining
functions, tasks, powers and organizational structures of the Ministry of
Industry and Trade;
Pursuant to the
Decision No. 37/2011/QD-TTg dated June 29, 2011 of the Prime Minister on the
mechanism for supporting the development of wind power projects in Vietnam and
the Decision No. 39/2018/QD-TTg dated September 10, 2018 of the Prime Minister
on amending some articles of the Decision No. 37/2011/QD-TTg;
At the request of the
Director General of the Electricity and Renewable Energy Authority,
Minister of Industry
and Trade promulgates the Circular on wind power project development and power
purchase agreement for projects thereof.
Chapter
I
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Article
1. Scope and regulated entities
1. This Circular
specifies the wind power project development and power purchase agreement for
wind power projects in Vietnam (hereinafter referred to as “Power purchase
agreement”).
2. This Circular is
applicable to the following entities:
a. Investor of the wind
power project;
b. Unit managing and
operating wind power works;
c. Power buyer;
d. Other related
organizations and individuals.
Article
2. Definitions
In this Circular, the
following terms are construed as follows:
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2. Power seller means an enterprise that produces, operates and trades
electricity power from wind power plants or an organization receiving rights
and obligations to produce, operate and trade electricity power of the
enterprise as specified in the law.
3. Comprehensive
complex of wind turbine includes the
electric generator, single throw switch, blades, tower, synchro transformer,
connection lines, and other equipment and construction compositions that using
wind power to produce electricity. The base of the tower, electrical
substation, cable channel and related construction works are not classified as
comprehensive complex of wind turbine.
4. Onshore wind
turbine means a turbine of which the center of the base is built on land and in
a coastal area where the boundary from the sea water's edge to the inside of
the area is at the lowest for multiple years. The sea water's edge at the lowest for multiple years is
determined and promulgated in the Government's Decree No. 40/2016/ND-CP dated
May 15, 2016 on providing guidelines for the implementation of some articles of
the Law on Sea and Island Natural Resources and Environment or regulations on
amending the Law thereof.
5. Offshore wind
turbine means a turbine of which the
center of the base is built outside the sea water's edge which is at the lowest
during the offshore years. The lowest sea water's edge in multiple years shall
be determined and announced in accordance with clause 4 of this Article.
6. Land area for
survey, study and investment in wind power projects means a restricted area within the geographical boundary
specified in the approval document of the People's Committee of province or
central-affiliated city. Such document permits the investor to carry out
survey, research and evaluation of the wind power potential, in order to plan
the wind power investment project within a permitted period of time. This area
shall only be used for survey and research activities, such as building wind measurement
tower and conducting geology and topography survey.
7. Land area for use
with term of wind power projects means the
total area of the base of wind turbine, including both the base protection area
and the area for installing synchronous equipment at the base of the wind power
pole; underground cables that connect with the wind power, base of the utility
poles, electrical substations; area for building internal road system and
management agency. Land area for use with term shall be handed to the project
investor for the whole project’s life time by the competent agency.
8. Land area of
temporary use of wind power projects means
the area which the investor may temporarily use for carrying out the wind power
project, including: roads temporarily used for serving construction, material
and equipment gathering sites, construction sites, and makeshift camps for
workers and other auxiliary locations. After constructing the works and bring
them into operation, the land area which is temporarily used and is not
included in the land area for use with term will be reclaimed by the competent
agency for other use purposes.
9. Safety corridor of
wind power project means the safety
corridor of the wind tower, power transmission lines, substations and auxiliary
items.
10. Safety corridor of
wind power tower has the shape of a
semicircle whose center is the center of the base of wind tower, the radius
equals (=) the height of the tower plus (+) the radius of the rotor.
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Chapter
II
WIND POWER
PROJECT DEVELOPMENT
Article
3. Planning and list of wind power project development
1. Wind power project
development is carried out in accordance with the power development planning
scheme, in which the wind power development potential and wind power
development area shall be determined for each province. The wind power projects
which have not been planned shall be apprised and submitted to the competent
authorities for approval and being supplemented to the power development plan.
2. Projects which have
been specified in the power development plan at all levels and in the approved
provincial wind power development plan shall be carried out in accordance with
the transitional regulations specified in clause 1c and clause 3, Article 59 of
the Law on Planning.
3. Operation process,
scale and capacity of all stages of the project shall comply with the power
development planning scheme and/or the wind power development planning scheme
approved by the competent authority. If the project investor adjusting the
process does not follow the plan for more than six (06) months or stage the
implementation of another project different from the planning scheme, he/she
shall send a report to the competent authority for consideration and approval.
4. When developing the
wind power project of the approved plan on wind power project development from
2011 to 2020, the provincial People’s Committee shall update the plan on
connecting wind power project to the power system, in order to distribute the
project capacity and the absorption potential of the power system within the
project’s area. If the project connection plan is changed, the provincial
People's Committee shall report this case to the Ministry of Industry and Trade
for appraisal and approval or for such Ministry, within their power, to submit
the adjusted connection plan to the superior for approval.
Article
4. Addition of the new wind power projects to the power development planning
scheme
1. The wind project which
can be exploited but is not mentioned in the power development planning scheme
may be studied and developed and shall be appraised and submitted for
supplementing to the scheme thereof.
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a. Planning scheme,
including the following main contents:
- The necessity of
project investment and conditions for making the construction investment.
- Intended objectives,
scale, locations (including both the location and the angular coordinate) and
project implementation forms.
- Demands for using the
land and natural resources: specify the surveyed area, temporarily used area,
area of limited use and area affected by safety corridor; List the forms of
land and territorial waters and analyze the efficient use of land and natural
resources in territorial waters; evaluate the compatibility with the land use
planning, marine spatial planning and the overlap with other plans.
- Report on the wind
potential within the project’s area.
- Preliminary remarks
about the technological methods, including analysis and selection of
technologies based on the characteristics of the wind within the project’s
area; and the turbine arrangement plan.
- Preliminary design plan
which specifies the location of construction site; type and level of the main
work; preliminary drawing of the project’s general layout; drawing and
preliminary interpretation of the foundation method selected for the main work.
- Report on the selection
of the plan on connecting wind power plant to the power system. In the report,
clearly specify information about the current state of power source and grid, power
source and grid development plan, comparison and selection of connection plans,
calculation of the impacts on the source and grid thereof during the execution
of the project and evaluation of the absorbance potential of the power grid
when the project is brought into operation.
- Preliminary
implementation method: transport of oversized/overweight equipment;
implementation process; technical construction method.
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- Preliminary evaluation
of financial and economic efficiency, social-economic efficiency and impacts of
the project.
b. A document of the
provincial People's Committee specifying the planning location and the land use
area which are conformable with the land use planning and land use plan, and
specifying how they overlap with other plans; Opinions of the competent
authorities on the use of natural resources and territorial waters of the
proposed project (if the project is executed on the sea).
c. Opinions of the
regional power corporation (if connected to the power distribution system) or
the power transmission corporation (if connected to the power transmission
system), and opinions of Vietnam Electricity Corporation on the absorption
potential of the power grid within the area and the application for
supplementing additional information to the planning scheme.
3. Procedures for
approving the supplementation of wind power project to the power development
planning scheme
a. Provincial People’s
Committee shall write a request for supplementation of the wind power project
to the power development planning scheme, attach with it the application
specified in clause 2, Article 4 and send both of them to the Ministry of
Industry and Trade.
b. Within 45 working days
after receiving the complete application, the Ministry of Industry and Trade
shall request opinions from related Ministries and Sectors on the contents of
the application, in order to use such opinions as the basis for reviewing the
application. Based on the reviewing results, the Ministry of Industry and Trade
shall send an official dispatch to the provincial People’s Committee to request
the complete application.
c. Within 15 working days
after receiving the additional or complete application, the Electricity and
Renewable Energy Authority shall make an appraisal documentation and submit it
to the Minister of Industry and Trade. The project shall be considered and
approved to be supplemented to the planning scheme under the current
regulations on planning.
Article
5. Requirements for wind measurement
The wind power project
shall have a wind measurement report which has been made at the project's
location before the feasibility study report is made and approved. The wind
measurement shall be carried out within a minimum period of 12 consecutive
months at the representative locations, and the quantity of the wind measuring
poles must be suitable to the topographical change of the project’s area. The
wind measurement method, equipment and results shall comply with the IEC
standards or equivalent international standards.
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The feasibility study
report on the wind power project shall be made in accordance with the law
regulations on construction investment management and shall have the following
contents:
1. The wind measurement
results according to Article 5 hereof.
2. Angular coordination
and location; land area for use with term and land area of temporary use; area
covers the territorial waters (if the location is on the sea) of the wind power
project.
3. Connection plan,
evaluation of the impacts of the wind power project connection plan to the
power system of the area and the ability to release the project’s capacity.
4. Technical plan and
method, and expenditures for dismantling and handling the equipment of the wind
power plant after the project ends.
5. Power grid connection
agreement; Agreement on the project’s location of the competent authority;
construction works built within multiple routes; land use area (for onshore
projects); land area of used natural resources and territorial waters (for
projects carried out on land); general layout planning of the project;
confirmation document of the competent agency on locations of wind power
turbines on the sea (for projects with turbines built on the sea); Vertical
clearance approval document of the competent agency.
Article
7. Requirements for starting and executing the wind power project construction
The wind power project
shall only be started and executed when it satisfies the requirements of the
law regulations on construction investment management, requirements for
environmental protection and the following requirements:
1. The application for
construction design shall be appraised and approved in accordance with the
current regulations;
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3. Have a financial
contract and a funding commitment, with the aim to ensure that the construction
progress is accelerated in accordance with the approved work investment
project.
Article
8. Wind power project inspection
1. The work or work item
shall be brought into use after being inspected and after the inspection is
checked in accordance with the current regulations.
2. The Electricity and
Renewable Energy Authority, within their competence as same as the Ministry of
Industry and Trade, shall take charge to check the inspection of wind power
project.
3. The Department of
Industry and Trade and the authorized unit, within their competence, shall take
charge to check the inspection of wind power project according to the current
regulations.
Article
9. Reporting regime and operation management
1. Within 10 working days
after receiving the Investment Policy Decision and the Investment Registration Certificate,
the provincial People’s Committee shall send certified true copies of the
Decision and Certificate thereof to the Electricity and Renewable Energy
Authority for supervision and management.
2. Within 10 working days
after receiving the Power Purchase Agreement signed with the investor, the
Power Buyer shall send 01 certified true copy of the above-mentioned Agreement
to the Electricity and Renewable Energy Authority for supervision and
management.
3. Annually, before
January 15 and July 15, the provincial People’s Committee having the wind power
projects shall send a six-month report on the investment registration
activities and the project’s implementation process in the province to the
Ministry of Industry and Trade for management and supervision. The report form
is specified in Appendix I hereto.
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Article
10. Equipment of the wind power project
1. The wind power project
equipment shall satisfy Vietnam technical requirements and standards or IEC
standards or equivalent standards.
2. Equipment of the wind
power work shall not be second-hand, not leave the factory more than 05 years,
and shall have appropriate Origin and Production Certificates. If the
second-hand equipment of wind power project is used or it has left the factory
for more than 05 years, timely report to the Ministry of Industry and Trade for
this Ministry to cooperate with related agencies in making decisions.
Article
11. Work safety
1. The scope of the wind
power project includes the areas where wind towers, power transmission lines,
electrical substation and other auxiliary items. Safety corridor of wind power
works, safety corridor of the lines and electrical substation shall comply with
the technical standards and regulations on electrical equipment, regulations on
safety for high-voltage power grid and other law regulations on power work
safety.
2. The wind power work
must be 300 m away from the residential area.
3. Wind power turbine and
wind power tower must be bright in color and must be non-reflective.
Article
12. Land use area
1. The land used for the wind
power development project shall include: land area for survey, study and
investment in wind power project; land area for use with term of the wind power
project; and land area of temporary use of the wind power project.
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Article
13. Land use management within the area of wind power work
1. The land area of
temporary use of the wind power project must be conformable with the land use
planning and land use plan and shall not overlap other planning schemes which
have been approved by the competent agencies.
2. The wind power project
shall be prioritized to develop in the arid and rocky land, with little value
of agriculture, aquaculture, sparsely populated or without citizens.
3. After the wind power
work is brought into operation, the investor must restore the original state of
the temporarily-owned area and hand it over to the local government for
management.
4. The provincial
People’s Committee may allow the land within the area of wind power project to
be used for the appropriate purposes (cultivation, cottage farming) and shall
ensure safety for the operation of the wind power project.
Chapter
III
POWER
PURCHASE AGREEMENT FOR GRID-CONNECTED WIND POWER PROJECTS
Article
14. Application of the wind power price to the wind power project
If the grid-connected
wind power project includes the onshore and offshore wind power turbines, the
Power Seller shall agree with the Power Buyer about the electric meter
installation method and the method for measuring and calculating the separated
power output of each onshore or offshore wind turbine, in order to use such
output as the basis for applying the appropriate power price.
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1. The Power Purchase
Agreement shall be used for selling and buying power between the Power Seller
and the Power Buyer.
2. Only apply the Power
Purchase Agreement for the electrical energy produced from the wind energy
source.
3. The contents of the
Power Purchase Agreements for wind power projects are specified in Appendix 2
hereto.
4. The Power Seller and
Power Buyer may only supplement additional contents to the Power Purchase
Agreement to clearly state the responsibilities and powers of the parties but
shall not amend the basic contents of such Agreement.
Article
16. Procedures for signing the Power Purchase Agreements for wind power
projects
1. Procedures for signing
the Wind Power Purchase Agreement
a. The investor of the
wind power plant shall make an application for signing of the Power Purchase
Agreement with the Power Buyer. The Buyer will subsequently carry out the
appraisal and approval procedures for signing such Agreement.
b. Within 15 working days
after receiving the application for signing of the valid Power Purchase
Agreement from the investor, the Power Buyer shall review the Agreement and
sign it with the Power Seller.
2. Application documents
for signing of the Power Purchase Agreement
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b. Legal documents of the
project, including: Approval Decision of the competent authority on planning on
power source and grid; Investment Policy Decision or Investment Registration
Certificate; Investment Project Approval Decision;
c. A draft of Power
Purchase Agreement using the form specified in Appendix II hereto;
d. Agreement on
connecting power plant to the national power system. Such agreement is enclosed
with the connection method of such power plant; SCADA/EMS Agreement and DIM
system (Instruction Dispatch Management); agreement on automatic and protective
relay system;
dd. Documents on
calculation of loss of capacity and electrical energy of transformers and lines
transmitted from the power plant to the points connected with the national
power system, and documents on calculation of the electronic used in the power
plant.
Chapter
IV
IMPLEMENTATION
Article
17. Implementation
1. Electricity and
Renewable Energy Authority shall:
a. Disseminate this
Circular, provide guidance for implementing it and inspect such implementation.
If any problem arises during the implementation, Electricity and Renewable
Energy Authority shall cooperate with related units and localities in
suggesting the Minister of Industry and Trade to amend this Circular.
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c. Take charge to study
and suggest the wind power development bidding regime applied from November 01,
2021 and send a report to the Minister of Industry and Trade for him to submit
it to the Prime Minister for consideration and decision-making.
2. The Department of
Industry shall take charge to study and suggest the regulations on encouraging
the development of domestic wind power work equipment, in order to improve the
localization ratio of the wind power project. Send a report to the Minister of
Industry and Trade for him to submit it to the Prime Minister for consideration
and decision-making.
3. Provincial People’s
Committee:
a. Monitor, supervise,
inspect and report the development activities of the wind power projects in the
province based on the approved power development plan which is conformable with
the regulations hereof.
b. Cooperate with the
Ministry of Industry and Trade to locate wind power development area in the
province and make sure such area is conformable with the land use planning,
national marine spatial planning and technical and specialized plannings.
Article
18. Transitional regulations
The wind power projects
which have been brought into operation before November 01, 2018 may re-sign the
Power Purchase Agreement with the Power Buyer, in order for them to apply the
power price specified in clause 7, Article 1 of the Decision No. 39/2018/QD-TTg
from November 01, 2018 to the expiry date specified in the signed Power
Purchase Agreement.
Article
19. Entry into force
This Circular may come
into force from February 28, 2019. The Circular No. 32/2012/TT-BCT dated
November 12, 2012 of the Ministry of Industry and Trade on wind power project
development and Power Purchase Agreement of projects thereof and the Circular
No. 06/2013/TT-BCT dated March 08, 2013 of the Ministry of Industry and Trade
on contents and procedures for making, appraising and approving the wind power
development plan shall expire after this Circular comes into force.
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MINISTER
Tran Tuan Anh
APPENDIX I
PERIODICAL REPORT ON INVESTMENT REGISTRATION ACTIVITIES AND
EXECUTION PROCESS OF THE WIND POWER PROJECTS IN THE PROVINCE
(Enclosed with the Circular No. 02/2019/TT-BCT dated January 15, 2019 of the
Minister of Industry and Trade)
PEOPLE'S COMMITEE OF ......... (PROVINCE)
-------
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
---------------
No. …………./ BC - ………..
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REPORT
Investment registration activities and execution process of
the wind power projects in the province……………
To: Ministry of Industry and Trade (Electricity and
Renewable Energy Authority)
1.
Registration and execution process of the wind power projects in the province
Progressing
projects of the power development planning: comprehensive information
1.2.
Projects of which the investment policy has been approved: comprehensive
information
1.3.
Projects register for implementation: comprehensive information
Summarized
schedule of the registration and execution process of wind power projects
(enclosed with the Report)
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Name of
first project:
Investor
of the project:
Investment
license No. ……….date…………. /……../ ………….
Power Purchase
Agreement No. …………date…………….signed with the Power Corporation…….
Stage 1
capacity:
Stage 2
capacity:
Time for
bringing into operation in stage 1:
Time for
bringing into operation in stage 2:
Progress
report: (must be evaluated and updated based on the actual implementation
process)
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-
Planning and approval of the technical drawing/ construction drawing
- Land
clearance
- Bidding
for construction, installation and purchase of equipment
-
Infrastructure execution
-
Acceptance and operation
Expected
progress of main activities:
-
Activities for bidding and purchasing equipment
-
Infrastructure execution activities
-
Equipment installation
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3.
Weaknesses and recommendations
SCHEDULE FOR SUMMARIZING THE REGISTRATION AND
IMPLEMENTATION PROCESS OF WIND POWER POJECTS
No.
Project name/wind measuring pole
Location
Investor
Total installation capacity (MW)
Area (ha)
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Connection
Project's current state (operation,
feasible study, pre feasible study)
Expected operation year
Project coordinate (clearly specify the
coordinate system, projection and “múi chiếu”)
Electric power output (kWh/year)
Electrical substation
Transmission Line
Connection location
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I
Project name
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1
Wind power plant Tuy Phong
Tuy Phong district and Binh Thuan
district
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30
500
1500
1x63 MVA
Line 110kV
Double Circuit AC240, with a length of 3.5 km
TC 110 of Electrical substation
110 kV Tuy Phong
2009
Ex: Geographical coordinate system, Latitude/Longitude: 9.256261oN;
105.821856oE. or VN2000 with a projection of 3 or 6 degrees, or coordinate
system UTM WGS84 in region 48 or 49; 590272:1023288.
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2
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Total:
30,00
500,0
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II
Wind measuring tower
Location
Investor
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Measuring time (from month/year to
month/year)
Coordinate of the wind measuring pole
(specify the coordinate system, projection and region)
1
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Hamlet A, Commune B, district C, province
D
Company X
Measurement at 03 different heights: 80m,
60m, 40m
10/12/2010
5/21/2012
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2
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Total:
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Contact
address: Electricity and Renewable Energy Authority, 23 Ngo Quyen, Hanoi.
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APPENDIX II
STANDARDIZED POWER PURCHASE AGREEMENT FOR WIND POWER
PROJECTS
(Enclosed with the Circular No. 02/2019/TT-BCT dated January 15, 2019 of the
Ministry of Industry and Trade)
STANDARDIZED POWER PURCHASE AGREEMENT FOR ELECTRICITY SALE
AND PURCHASE
FOR
WIND POWER PROJECTS (NAME)
BETWEEN
[NAME OF SELLER]
as “Power Seller”
and
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as “Power Buyer”
TABLE OF CONTENTS
Article
1. Interpretation of terms
Article
2. Delivery, electricity power purchase and sale
Article
3. Connection, measurement
Article
4. Operation of the power plant
Article
5. Billing and payment
Article
6. Force majeure
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Article
8. Breaches, damage compensations and termination of Agreement performance
Article
9. Settlement of disputes
Article
10. Mandating, transferring and restructuring
Article
11. Other agreements
Article
12. Implementation commitment
APPENDIX
A Agreement on system connection
APPENDIX
B Technical specifications of the power plant
APPENDIX
C Metering system and data collection
APPENDIX
D Requirements before the commercial operation is performed
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APPENDIX
G Other agreements
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
POWER PURCHASE AGREEMENT
Pursuant
to the Electricity Law dated December 03, 2004; the Law on amending some
articles of the Electricity Law dated November 20, 2012;
Pursuant
to the Trade Law dated June 14, 2005;
Pursuant
to the Decision No. 37/2011/QD-TTg dated June 29, 2011 of the Prime Minister on
the mechanism for supporting the development of Wind Power Projects in Vietnam
and the Decision No. 39/2018/QD-TTg dated September 10, 2018 of the Prime
Minister on amending some articles of the Decision No. 37/2011/QD-TTg;
Pursuant
to the Circular No…./...... 2019/TT-BCT of DD …MM....2019 of the Ministry of
Industry and Trade on wind power project development and Standardized Power
Purchase Agreement for wind power projects;
Based on
the demand for buying, selling power of the two parties,
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We
are:
Seller:
Address:
Phone:…………Fax:…………..
Tax Code:
Account:…………….Bank:……………
Representative
Title:
(To be
authorized by…………….in accordance with authorization document No.,
DD………….MM………YY………..)
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Buyer:
Address:
Phone:…………Fax:…………..
Tax Code:
Account:…………….Bank:……………
Representative
Title:
(To be
authorized by…………….in accordance with authorization document No.,
DD………….MM………YY………..)
(hereinafter
called " Buyer”);
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Article
1. Interpretation of terms
In this
Agreement, the following terms are construed as follows:
1.
Party or parties: are Seller, Buyer or
Both Seller and Buyer or unit(s) that shall take on rights and obligations of a
party or the parties of this Agreement.
2.
Connection point is where the electric
line of the Seller is connected to the electric system of the Buyer as agreed
in Appendix A of this Agreement.
3.
Electricity Delivery Point is where
the equipment is installed for metering the power output sold of the Seller.
4.
Electricity power purchased is the
amount subtracted from electricity emitted by the power plant at its highest
capacity and electric power self-consumed by the power plant in given time at
electricity delivery point, and is calculated in kWh, and accepted to be sold
and annually delivered to the Buyer by the Seller, as prescribed in Appendix B
of this Agreement.
5.
The Agreement includes this text and
Appendices hereto.
6.
Inter-bank average interest rate is inter-bank average interest rate that dues 01 month
proclaimed by the State Bank of Vietnam at the time of payment.
7.
Contract year is solar year of 12
consecutive months from the first day of January to the last day of December of
that year. The first contract year shall be counted from the first
commercially operation day of the contract to the last day of December of that
first contract year. The last contract year shall be counted from the
first day of January to the termination day of the Contract.
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9.
Commercially operation day is the date
on which a partial or the whole grid-connected wind power plant is ready for
selling electricity power to the Buyer and satisfies the following
requirements: (i) Has completed the initial test runs for a partial or the
whole wind power plant and connection equipment; (ii) the Grid-connected wind
power plant has been issued with the operation license in the electricity
emission field and (iii) the Seller and Buyer have confirmed the electric meter
reading for making payment. The initial test runs include: (i) Testing
the generation and receipt of reactive power; (ii) AGC connection test; (iii)
Reliability test.
10.
Power plant includes all electricity
emission equipment, safety equipment, connection equipment and related
auxiliary equipment; land used by the power work and auxiliary work to produce
electric power under this Agreement of the Buyer.
11.
Working days are solar days, except
Saturdays, Sundays and Holidays according to the law.
12.
Standards, technical regulations of the power industry are regulations, standards and practices applied in the
electricity industry and issued by competent organizations of Vietnam or
regulations, standards of international organizations or of nations in the
region in accordance with legal regulations, recommendations of equipment
manufacturers, taking into resources, materials, fuel and technical conditions
affordable to the Vietnam electricity industry in given time.
13.
Regulations on the operation of national electricity system are current legal regulations on the operation of the
national electricity system, conditions and procedures for connecting to the
power grid, regular operation of the electricity system, and electric power
measurement and calculation of the electricity transmission and distribution
system.
14.
Emergency situations are situations
that shall disrupt electric power supply services to customers of the Buyer,
including cases that may cause substantial damages to the national electricity
system, threatening the life, property or affecting the technical capacity of
the power plant.
Article
2. Delivery, electricity power purchase and sale
1.
Electric power delivery
From the
date of commercially operation, the Seller agrees to deliver and sell electricity
to the Buyer, the Buyer accepts to buy electric power from the Seller in
compliance with provisions of this Agreement.
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2.1. For
projects of which the commercially operation date is from November 01, 2018 to
before November 01, 2021
a. The
Buyer shall buy the whole power output from the grid-connected wind power
project at the price given at the electricity delivery point specified in
clause 7, Article 7 of the Decision No. 39/2018/QD-TTg with regards to the
power plants commercially operate before November 01, 2021. For the power plant
commercially operate from November 01, 2021 (if any), the electricity purchase
price shall be considered and included in the Power Purchase Agreement by both
parties after receiving the guidelines from the competent regulatory agencies
on electricity price mechanism for this stage.
b. The
electricity purchase price specified in Section a) shall be applied for 20
years from the commercially operation day of a partial or the whole power plant
(depending on the commercially operation day thereof which is determined in the
Decision No. 39/2018/QD-TTg; and clause 9, Article 1 and Article 4 hereof).
2.2.
Projects which are brought into operation and emit electricity before November
01, 2018 may re-sign the Power Purchase Agreement with the Buyer, in order to
apply the electricity purchase price at the electricity delivery point
specified in clause 7, Article 1, Decision No. 39/2018/QD-TTg from November 01,
2018 to the end of termination date of the Power Purchase Agreement which has
been signed.
2.3.
Electricity payment: The method for determining the monthly electricity payment
of the Power Plan is specified in Appendix E hereto.
3.
Electricity purchase and sale
The
Seller shall agree to operate the power plant with available capacity of
equipment and in accordance with the standards and technical regulations of the
electricity industry. Seller shall not be subject to liability for direct
damages of the Buyer caused by Seller for not providing enough purchased
electric power in case of no fault of the Seller. In case where there is
no written consent from the Buyer, the Seller shall not sell electricity to the
third parties, or shall not use electricity for other purposes rather than
producing power for sale to the Buyer.
Article
3. Connection, measurement and counting
1.
Responsibilities at electricity delivery point
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2.
Connection
a. The
Seller is responsible for investment, construction, operation and maintenance
of connection equipment to connect power plant to the transmission and delivery
of power grids in accordance with the regulations on transmission and delivery
thereof and other related regulations. The Seller shall bear the costs
for installing the metering system at the electrical substation as specified in
Appendix A hereto.
b. The
Buyer shall be liable to consider the technical design and checking the
adequacy of the protection devices. The Buyer must notify the Seller of
the appraisal results in writing within 30 days after receiving all technical
dossiers related to the design. The Buyer must notify in writing of all
design errors that are detected. The Seller must make amendments and
modifications proposed by the Buyer in accordance with the Regulation on
national electricity system and standards, technical regulations of the
electric power industry.
3.
Connection Standard
Equipment
of the Seller and Buyer must be installed, operated and connected in compliance
with the legal regulations on national electricity system operation and
standard and technical regulations of the electric power industry.
4.
Monitoring the implementation of connection standard
When
there is a notification in advance, each party has the right to monitor the
connection equipment of the other party to ensure that the implementation is
compatible with the legal regulations on the operation of national electricity
system. The testing shall not affect the operation of the party being
tested. In case where the devices of the tested party cannot satisfy the
requirements for operation and maintenance, the testing party must notify the
tested one of points that need adjustment. The tested party shall be
liable to carry out necessary remedies after receiving the request for
reasonable adjustment from the testing party.
5.
Metering
a. The
metering place and technical requirements for the metering system are specified
in Appendix C.
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c. Carry
out periodical appraisal for the metering equipment as follows: once (01) every
one (01) year for the power meter; once (01) every five (05) years for current
transformers and measuring transformers. The inspection and appraisal of
metering equipment or the confirmation of the accuracy of the equipment thereof
shall be carried out by the organization of which the ability for appraising
such equipment is recognized and shall be agreed by both parties; and shall
follow the metering equipment appraisal process of the state. The
metering equipment must be sealed and lead sealed-off after being appraised.
The Seller shall bear the appraisal costs.
d. In
necessary cases, one party has the right to request the inspection and
supplementation of the metering equipment or surprise inspection of equipment
and system thereof. If the request is made by the Seller, it must be sent
at least 7 (seven) days in advance or at least 14 (fourteen) days in advance
before the request date if it is made by the Buyer. The requested party shall
send a written reply to the requesting party. The Seller
shall organize the inspection and/or appraisal after receiving the request from
the Buyer. If the error numbers of the inspected and/or appraised
equipment are greater than the permitted numbers, the Seller shall pay the
costs for such inspection and/or appraisal; if the error numbers of the above-mentioned
equipment are within the permitted scope, the requesting party shall pay the
appraisal costs.
e. The
Seller shall be liable to notify the buyer of the appraisal results of the
metering equipment. The Seller shall notify the Buyer in advance of the
inspection and/or appraisal of the metering system. The Buyer shall
appoint persons to participate in witnessing the inspection, appraisal, seal
removal, sealing and security lead sealing processes of power meters.
If the
metering equipment has error numbers which are greater than the permitted ones,
the Seller shall adjust or replace such equipment. If one party is
certain that the above-mentioned equipment is damaged or cannot operate, this
party shall timely notify the other party, and the Seller shall check, repair
and replace such equipment. The checking, repair and replacement shall be
carried out in a shortest time possible.
f. Power
output sold and purchased between the Buyer and the Seller shall be determined
by using the electric power deliver and receipt method and the metering system
specified in Appendix C hereof.
g. If the
main metering system is affected or the appraisal results show that such system
has the error numbers greater than the permitted level prescribed in the
regulations, the power output sold and purchased between both parties during
the break down of the system or when the error numbers occur shall be
determined as follows:
Use the
measured and counted results of the backup metering system to determine the
power output for making payment.
(ii) If
the backup system also breaks down or the appraisal results show that such
system has the error numbers which exceed the permitted ones, the power output
used for making payment shall be determined as follows:
- If the
main metering system can operate but the error numbers are greater than the
permitted level prescribed in the regulations, the power output sold and
purchased between both parties shall be determined by using the results of the
main metering system which are converted to the electric power value equivalent
to the error numbers of 0%.
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- If both
the main and backup systems break down or cannot operate, both parties shall
estimate the delivered and received power output based on the monthly average
data (if any) of the power plant in the same payment period of the previous
year of the contract year and shall be reasonably adjusted for the specific
billing period based on the corresponding data that affect the electricity
generation of the Power Plant, such as the wind parameters, power factors,
efficiency coefficient, operation hours and time of the power plant and the self-consumed
electricity (hereinafter referred to as "operation parameters") in
the time the metering equipment is broken, unless both parties have another
written agreement.
In the
absence of reliable data, estimation of power output delivered based on the
monthly average electricity of the power plant of six (06) payment periods
shall be made right before the point the above-mentioned equipment is broken
(or less than that if the power plant has not been operated for 06 months) and
shall be adjusted according to cessation or to operation parameters, unless
both parties have another written agreement.
(iii)
Based on the measured, calculated and adjusted results which have been agreed
by both parties, the Seller shall calculate and determine the amount of money
which one party must pay to the other party for the period over which the
metering system was inaccurate. Such amount includes the overpaid or
underpaid amount and interest thereon according to the average interbank
interest rate plus (+) inspection cost prescribed in Point c and Point d,
Clause 5 of this Article.
(iv) If
the metering equipment is burnt or damaged, the Seller shall replace or repair
it in the shortest time possible in order to make such equipment satisfy the
technical requirements and re-operate normally. The repaired or replaced
equipment shall ensure legality and satisfy the technical requirements before
being brought into use.
6.
Inscription of meter figures
Every
month (or the period of meter figure inscription agreed by both parties), the
Buyer and Seller shall read and record the meter figures together.
After
giving notification as prescribed, the Buyer may get in the power plant or the
installation places of metering equipment to record meter figures, check meters
and perform other activities related to the implementation of obligations of
this Agreement. The Buyer’s activities at the power plant shall not
affect the normal operation of the Seller. The employees or inspectors
appointed by the Buyer must obey safety regulations and rules of the power
plant.
7.
Inspection of electricity metering equipment
a. The
inspection and testing of metering equipment or the confirmation of the
accuracy of the equipment thereof shall comply with the regulations on
electricity-metering and done by the competent or authorized organization.
Inspections shall be done before the first-time operation of the
above-mentioned equipment so as to record the power output of the power plant.
All of the above-mentioned equipment shall be lead sealed-off and
locked-off after inspection and the Buyer has the right to witness this
process.
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8.
Transferring electricity ownership
At
electricity delivery points, the electricity ownership is transferred from the
Seller to the Buyer. At this point, the Buyer has the right to own,
control and take responsibility for the received electric power.
Article
4. Operation of the power plant
The
Seller shall operate the power plant in accordance with the regulations on
national electricity system operation, standards and technical regulations of
the electric power industry and other related regulations.
1.
Operation plan
a. Prior
to the effective date of this Agreement, the Seller shall provide the Buyer with
charts on capability for annual average electric power generation of the power
plant on a monthly basis and in compliance with the basic design of such power
plant;
b. Before
November 30 every year. The Seller shall provide the Buyer the
electricity production plan for the next year, including:
- Monthly
operation plans of the year (electricity output and available capacity);
-
Maintenance and repairing for groups of machines in months of the year (if
any).
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2.
Stopping machines from working
The
Seller shall inform the Buyer of the schedule and time expected for stopping
the machines from working to repair as planned and unscheduled in consistent
with the regulations on the operation of national electricity system.
3.
Operation of power grids
a. The
Seller shall be responsible for the management, operation and maintenance of
the electrical equipment and power grids under the management scope for properties
prescribed in the Agreement on connection with power grid maintenance units,
ensuring the compliance with the Regulation on the operation of national
electricity system; standards, technical regulations of the electricity
industry; and the electricity selling and buying under the Power Purchase
Agreement.
b. The
Seller shall be liable for discussions and consensus with units managing the
operation of the national electricity system (according to the regulation
control level) on plans for electricity power mobilization and solutions to
reduce impacts on the transmission of power grids of different areas due to
constraints related to additional charges and power grids of such areas.
4.
Interruption in receiving and buying electricity
a. The
Buyer shall not be liable for the obligations of buying or receiving
electricity in the following cases:
The power
plant of the Seller provides its operation and maintenance not in compliance
with the Regulation on the operation of national electricity system and
standards and technical regulations of the electricity industry;
b. During
the time the Buyer installs electrical equipment, repairs, replaces or inspects
the power grids and all of those activities are directly related to the
connection of power plant of the Seller and comply with the Regulation on the
operation of national electricity system and standards and technical
regulations of the electricity industry;
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d. Power
grids of the Buyer need recovery solutions after incidents and comply with the
Regulation on the operation of national electricity system and standards and
technical regulations of the electricity industry.
5.
Interruption in distributing and selling electricity
The Seller
may cease or reduce the amount of electricity sold and delivered to the Buyer
in the event of equipment installation, repairs, replacement, inspection,
testing or repairing the power plant that directly affects the distribution of
electric power to the Buyer.
Before
ceasing or reducing the amount of electricity distributed to the Buyer, the
Seller must notify the Buyer in advance for at least 10 days and clearly state
the reasons, expected starting time and interruptions of electricity
distribution.
6.
Coordination
The Buyer
shall be responsible for reducing the reduction time or ceasing the receipt of
electricity in the cases specified in clause 5 of this Article and complies
with the Regulation on the operation of national electricity system, troubleshooting
process of the system thereof and the standards and technical regulations of
the electricity industry. Except for emergency cases, if the Buyer
temporarily reduces or ceases the receipt of electricity, the Buyer shall
notify the Seller in advance at least 10 days and clearly specify the reasons,
expected starting time and interrupted time. In necessary cases, the
Buyer shall convey regulation commands on operation from electricity system
regulation unit related to the operation of the power plant and conformable
with the Regulation on the operation of national electricity system and the
standards and technical regulations of the electricity industry, and the Seller
shall be liable to comply with those commands, except for cases that those
commands would change the plant’s characteristics that need mobilization.
7.
Power Coefficient
The
Seller agrees to operate the power plant synchronized with power grids of the
Buyer with the capacity coefficient determined in accordance with the current
regulations on the electricity distribution and transmission system. Such
coefficient is determined for the Buyer at the electricity delivery point.
8.
Synchronized operation
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9.
Standards
The
Seller and the Buyer must comply with the regulations related to the delivery
and receipt of electricity according to the regulation on distribution power
grids, regulation on electricity metering and legislative documents related to
the electricity industry.
10.
Activities for confirming the commercially operation day of the power plant
90 days
prior to the expected commercially operation day specified in this Agreement,
the Seller shall send the draft of the test run process of the power plant
which is conformable with the current regulations and technical and
technological standards of such plant, in order for both parties to agree on
the commercially operation date and the calculated power output of the test run
of the power plant.
11.
Change of commercially operation day
Within a
six (06) to twelve (12) month period prior to the commercially operation day
specified in Appendix D, the Seller must officially confirm the change of
commercially operation day. The parties shall be liable for cooperation
in changing such day and the Buyer shall not decline this request without sound
reasons.
Article
5. Billing and payment
1.
Billing
Every
month (or the period of meter figure inscription agreed by both parties), the
Buyer and Seller shall read and record the meter figures together on the agreed
day to determine the amount of delivered and purchased electricity in the
month. The Seller shall record meter readings by using the prescribed
form under certification of representatives of the Buyer and send results of meter
readings with invoices in writing (or by fax, with official letter to come
latter or by mailing the copies of those official documents) to the Buyer
within 10 (ten) working days after recording the meter figures.
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a.
Payment dossier: Before the 5th day of every month, the Seller shall send an
electricity payment notification enclosed with a payment dossier of the
previous month to the Buyer.
b. Within
05 working days after receiving the payment dossier from the Seller, the Buyer shall
check such dossier and notify the Seller of any detected mistakes. After
the above-mentioned period, if the Buyer does not provide any feedback, the
payment dossier will be accepted.
c. Within
03 working days after the payment dossier is accepted, the Seller shall issue
and send the electricity bill to the Buyer. The bill shall be made in
accordance with the regulations of the Ministry of Finance.
d. Within
25 working days after receiving the valid and accurate electricity bill from
the Seller, the Buyer shall send a payment for the amount of money specified in
such Bill to the Seller by bank transfer.
e. If the
Buyer does not make a payment within the above-mentioned period, the Buyer
shall make a late payment interest for the whole late payment. The late
payment interest is calculated by multiplying (x) the total amount of late
payment by the inter-bank average exchange rate, divide (:) by 365 days and
multiply(x) the late payment days.
g. If the
Buyer does not read the meter figures together with the Seller as specified in
clause 1 of this Article, the Buyer shall still fulfill the payment obligations
of delivered and purchased electricity power to the Seller.
3.
Electricity sold estimation
In case
where there is not enough necessary data to determine the amount of electricity
or payment that the Buyer owes the Seller, except for cases referred in clause
5 of this Article, the Seller shall estimate those data and adjust payment as
in actual situation of the subsequent payments.
4.
Application and replacement order for meter figures
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a. Major
meter figures at the power plant during the payment period. Such figures are
accurate and comply with the regulations specified in clause 5, Article 3 of
this Agreement.
b. Backup
meter figures at the power plant, when backup meter figure is used to measure
and count delivered electricity output being accurate and comply with the
regulations in clause 8, Article 3 hereof.
c. When
all meters do not accurately record the amount of electricity delivered,
estimations of delivered electricity output according to average monthly data
(if any) of the power plant must be done in the same payment period of the
previous year of the contract year and shall be reasonably adjusted for
specific billing period based on the available corresponding data that affect
the electricity generation of the power plant as wind parameters, efficiency of
machinery groups, number of operating hours, operation duration of the
electricity generation machinery group and self-consumed electricity (generally
referred to as "operation parameters") in the time the meters are
broken.
In the
absence of reliable data, estimation of power output delivered based on the
monthly average electricity of the power plant of six (06) payment periods
shall be made right before the point the above-mentioned equipment is broken
(or less than that if the power plant has not been operated for 06 months) and
shall be adjusted according to cessation or to operation parameters.
5.
Bill disputes
a. In case
one party does not agree with all or parts of the bill for electricity output
delivered or the amount of payment, the party shall be liable to notify the
other party in writing prior to the due date of payment. After receiving
notification that the parties cannot reach an agreement for settlement, the
time limit for one or all parties to take this dispute to arbitration is 01
year from the date on which the Buy receives a validated invoice.
b. In
case the Seller wins in dispute settlement under clause 1 and clause 2, Article
8 of this Agreement, the Buyer must pay the Seller all the dispute expenses
plus the interest rate calculated at interbank average exchange rate, combining
monthly interest payment from the due date of payment to date of dispute expenses
payment. In case the Buyer wins, the Seller shall refund the received
dispute expense payment plus the interest rate calculated at interbank average
exchange rate, combing the monthly interest payment from the date on which the
payment is received to date of dispute expenses payment. All payment
referred herein must be done within 15 days after receiving the final decision
on dispute settlement according to Article 8 hereof.
Article
6. In case of force majeure
1.
Force majeure
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a.
Natural disasters, fires, explosions, floods, tsunamis, epidemics or
earthquakes;
b. Violence,
riots, war, resistance, sabotage, embargo, besiegement, blockade, or any act of
war or hostilities against the community whether the war is declared or not.
2.
Settlement in case of force majeure events
In case
of force majeure events, the party invoking force majeure shall:
a.
Quickly send a written notice to the other party of the force majeure events,
clarifying the reasons, submitting sufficient evidences for those force majeure
events and propose expected time and anticipate influence of those force
majeure events over their capability for performing their obligations;
b. Try
all their best to perform their obligations specified in the Agreement;
c. Timely
carry out necessary activities to overcome force majeure events and provide
evidences to demonstrate their reasonable efforts to overcome force majeure
events;
d. Take
necessary measures to minimize harms to the parties of the Agreement;
dd.
Quickly notify parties of the termination of the force majeure events.
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After the
violating party taking all the measures specified in clause 2 of this Article,
such party shall be exempted from liability related to the failure to perform
obligations under the Agreement due to force majeure events, except the obligations
related to the due payments specified in this Agreement and must be paid before
the time such force majeure events occur.
4.
Duration of force majeure events
If the
force majeure events prevent a party to fulfill their obligations under this Agreement
within a period of 01 year, the other party shall have the rights to
unilaterally terminate the Agreement after 60 days from the date on which the
notification is received, unless the obligations are fulfilled within these 60
days. The parties shall organize a meeting to find, negotiate and agree on
reasonable and appropriate measures.
Article
7. Term of agreement
Unless
this Agreement is extended or terminated under its terms, it shall come into
effect after being officially signed by the authorized representatives of the
parties and shall terminate after 20 years since the commercially operation
day. After the termination of the Agreement, contents of this Agreement
continue to take effect for a period of time necessary for the Agreement’s parties
to finally draw up, adjust and pay bills and perform all rights and obligations
of parties in this Agreement.
The
extension of the Agreement’s term or the signing of new Agreement shall be
carried out in accordance with the current regulations.
Article
8. Breaches, damage compensations and termination of Agreement performance
1.
Activities of the Seller violating the Agreement
a. The
Seller cannot run the commercially operation day as prescribed in Appendix D
within 03 consecutive months, except for force majeure events, cases where the
commercially operation day is changed as specified in clause 11 of Article 4
hereof, or cases of extension of investment process specified in the current
regulations;
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c. The
Seller denies the validity of a part or the whole of the Agreement;
d.
Serious violations of commitment of the Buyer according to Article 12 of this
Agreement.
2.
Activities of the Buyer violating the Agreement
a. The
Buyer fails to perform or comply with the contents of the Agreement within 60
days after receiving the written notification from the Seller;
In case
where the Buyer has tried to rectify violations within the 60 days herein, but
the rectification cannot be completed within such period, the Buyer may
lengthen the time for rectification to a maximum of 01 year after receiving the
written notice of violation activities of the Seller. The Buyer
shall continue to rectify the violations within the shortest time possible,
except for the cases mentioned in Article 6 hereof;
b. The
Buyer fails to pay an amount of payment without disputes under the Agreement on
due date of payment and the unpaid amount continue for more than 80 days
without sound reasons;
c. The
Buyer denies the validity of a part or the whole of the Agreement;
d.
Serious violations of commitment of the Buyer according to Article 12 of this
Agreement.
3.
Rectification procedures and Agreement breaches repairing
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4.
Compensation for damages
a. The
Party violating the Agreement shall be obliged to pay the compensation for
damages caused by violation activities to the aggrieved party.
Compensation value includes the value of actual, direct losses by the
violating party but born by the aggrieved party and direct benefits that the
aggrieved party should be entitled to if there are no violations;
b. The
aggrieved party must demonstrate damages, level of loss caused by the violations
and direct benefits that the aggrieved party should be entitled to if there are
no violations.
5.
Cessation of Agreement performance
In case
the violations of the Agreement cannot be resolved in accordance with clause 3
of this Article, the aggrieved party may continue to request the violating
party to rectify their violations or to cease the Agreement performance by
sending notification to the violating party. After the aggrieved
party chooses to cease the Agreement implementation under provisions of this
Agreement, the parties are not required to perform the contractual obligations,
except for cases prescribed in Article 7 and the aggrieved party has the right
to request the violating party to pay for the damages. The compensation
value is determined in accordance with clause 4 of this Article 8.
Article
9. Settlement of disputes
1.
Resolving the disputes by negotiation
In case
of disputes between parties of this Agreement, the party provoking the dispute must
notify the other party in written form of the disputes and requirements within
a specific time. The parties shall negotiate to resolve the dispute
within 60 days after receiving the notification from the party provoking the
dispute. Dispute resolution related to the electricity payment shall be
done within a period of 15 days after the notification of the requesting party
is received.
After the
above-mentioned term, if agreement and consensus cannot be reached, the parties
have the rights to send a written request to the Electricity and Renewable
Energy Authority for support for resolving the disputes.
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2.
Resolving disputes in compliance with the legal provisions
In case
disputes cannot be resolved by negotiations specified in clause 1 of this
Article or one of the parties does not comply with the results of negotiation,
a party or parties may request dispute resolutions in accordance with the
regulations of Circular No. 40/2010/TT-BCT dated December 13, 2010 of the
Ministry of Industry and Trade on procedures and orders for dispute settlements
in the electricity market or related law regulations.
Article
10. Mandating, transferring and restructuring
1.
Mandating and transferring
In case
where one party mandates or transfers this Agreement or this party's assets are
frozen under the rights and obligations of such Agreement, the parties’ legal
representatives and authorized parties shall assume these rights and
obligations.
In case
where the Seller transfers or mandates the implementation of this Agreement,
the Seller must have the written consensus of the Buyer. If the mandate
of the Seller is worth the approximate value of the devices available for being
operated, construction value and land value, it is the valid authorization
under this Agreement.
The
mandating or transferring party shall send a written notification of the
mandate or transfer to the other party.
2.
Restructuring
In case
the restructuring of the electricity industry affects the rights and
obligations of the Seller or the Buyer of this Agreement, the implementation of
the Agreement shall be transferred to the receiving units. The Buyer must
be responsible for the certification and guarantee in writing that the
receiving units shall bear the obligation to purchase or distribute electricity
and other rights and obligations under this Agreement.
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The
Seller shall be obliged to choose to participate in electricity market in
accordance with the regulations on competitive electricity market. In
this case, the Seller must send the written notification in advance for 120
days to the Buyer and the Electricity Regulatory Authority of Vietnam and may
unilaterally terminate the Agreement after sending the notification as
prescribed,
Article
11. Other agreements
1.
Agreement amendment
The
parties shall not amend this Agreement, unless they have a written consensus.
The amendment of this Agreement shall be done in accordance with the
regulations of the Circular No. …………../2019/TT-BCT …..DD….MM…2019 of the
Ministry of Industry and Trade on development of wind power projects and
standardized Power Purchase Agreement for wind power projects.
2.
Obligations of cooperation
The
Seller is obliged to perform legal procedures related to the power plant.
The Buyer is responsible for the cooperation with the Seller in providing
documents and related data for the Buyer to obtain a license, approval,
permission and the necessary approval from competent state agencies related to
the power plant's location, investment, transmission or sale of electricity
output, and ownership and operation of the power plant. Also, the Buyer shall
cooperate with the Seller in carrying out other necessary activities to perform
the Agreement between the parties.
3.
Applicable law
The
interpretation and implementation of this Agreement shall be done in consistent
with the provisions of Vietnamese law.
4.
The non-exercised rights
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5.
The independence of the Agreement's contents
In case
where a content of this Agreement is considered as inconsistent with the law
regulations or invalid under the court’s ruling, other contents of the
Agreement still take effect, if those other contents fully demonstrate the
Agreement without the invalid contents.
6.
Notification
Any
notifications, invoices or other necessary information exchanges throughout the
implementation of this Agreement must clearly state the formulation date and relation
to the Agreement. The notifications, invoices or other necessary
information exchanges must be made in writing and delivered by postal service
or by fax. If being sent by fax, the original must be sent later by
postal services with prepaid postage. Notifications, invoices or
information exchanges must be sent to the following addresses:
a.
Seller:
General
Director, ........................,......................, Vietnam
b. Buyer:
………………..,………………., Vietnam
c. In the
notifications, the parties shall specify the sender’s address or the
recipient’s address in the form prescribed in this Clause.
d. Each
notification, invoice or information exchange sent by mail, exchanged and transmitted
by the above-mentioned methods are considered as delivered and received at the
time they are delivered to the recipient’s address or at the time they are
refused by the recipient of the above address.
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The Buyer
agrees to ensure confidentiality of the information of the power plant
specified in the Appendix, except for information previously announced by the
Seller or the General Directorate of Energy.
8.
Complete Agreement
This
Agreement is a final complete consensus between Agreement parties and replaces
the discussed contents, information, correspondences exchanged before the
signing of this Agreement.
Article
12. Implementation commitment
The two
parties commit to implement this Agreement as follows:
1. Each
party is legally established to do business in Vietnam.
2. The
signing and implementation of this Agreement by each party are carried out in
accordance with the conditions and contents of the electricity trading license
issued by the competent authority and relevant legal provisions.
3. The
parties have no legal or administrative acts preventing or affecting the other
party to perform this Agreement.
4. The
signing and implementation of one of the parties of this Agreement would not
violate any provisions of other Agreement or would not be part of another
Agreement of which the party is one of the Agreement beneficiaries.
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SELLER REPRESENTATIVE
(Title)
(Stamp and signature)
(Full name)
BUYER REPRESENTATIVE
(Title)
(Stamp and signature)
(Full name)
APPENDIX A
AGREEMENT ON SYSTEM CONNECTION
(To be separately applied to different projects depending
on the technical specifications of the projects, including one-line diagram of
connection devices and lists of characteristics of the metering system and the
electric voltage and connection requirements)
APPENDIX A
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Part A. General Specifications
1. Name
of the power plant: ……………………………………………………………………..
2. Place
of the power plant: ………………………………………………………………………
3. Norms
of output: ……………………………………………………………………………
4.
Electric output sold to the Buyer: minimum …………………. kW; maximum ……………
5.
Self-consumed electric output of the power plant: minimum ……………..; maximum
………………….
6.
Expected annual electric output:
....................................................................kWh
7. Date
of completion of the power plant construction: ……………………………………….
8.
Expected commercially operation date of the power plant: ………………………………..
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10.
Connection point to distribution grids: ………………………………………………………
11. Place
to install metering equipment: …………………………………………………………
Part B. Operation specifications of specific technology
1.
Electric generation technology: …………………………………………………………………
2.
Characteristics of operating the design: ……………………………………
APPENDIX C
METERING SYSTEM AND DATA COLLECTION
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REQUIREMENTS BEFORE THE COMMERCIALLY OPERATION DAY
Commitment on commercially operation day, agreement on
procedures for carrying out initial test run and bringing the power plant into
commercial operation, etc.)
APPENDIX E
ELECTRICITY PAYMENT
The Buyer
pays the Seller the entire electricity purchased on a monthly basis at the
price specified in clause 2, Article 2 as the following formula:
Q = k*F*Ag*(1+t)
Of which:
- Q is
the total amount of electricity purchased paid by the Buyer to the Seller
(dong);
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- t is
the value-added tax rate (%).
- K is
0.085 (for onshore wind power projects) or 0.098 (for offshore wind power
projects), it is the adjustment coefficient of electricity buying price in
relation with the foreign exchange rate fluctuations dong/USD, equivalent to
8.5 US cents/kWh or 9.8 US cents/kWh under provisions of the Decision No.
37/2011/QDD-TTg dated June 29, 2011 on mechanism for supporting the wind power
projects in Vitenam and the Decision No. 39/2018/QD-TTg dated September 10,
2018 of the Prime Minister on amendments to some articles of the Decision No.
37/2011/QD-TTg.
- Ag
is the monthly purchasing electricity (kWh), in which, the monthly purchasing
electricity of the power plant without a turbine being tested is determined as
the power output delivered to the power grids at the delivery point and during
the payment month. If the power plant has a tested turbine, the monthly
purchasing electricity shall be determined as follows:
Ag = AG- ATN
+ AG:
Actual amount of power output delivered to the power grid at the delivery
point during the payment month.
+ATN:
Power output of the turbines being tested during the payment month. It is
determined as follows:
ATN = Pdm x C x Th x G
+ Pdm:
Rated capacity of 01 turbine.
+ C:
Number of turbines being tested within a month.
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+G: Power
factor of the turbine within the payment month. Such factor is calculated as
the average power generated of all turbines within a month.
APPENDIX G
OTHER AGREEMENTS