General Terms and Conditions for the Sale of Electricity to Businesses

Effective from 15 October 2024

These terms and conditions apply to the sales agreement between the Customer and Hehku Energia Oy (“Seller”), under which the Customer purchases and the Seller sells electrical energy.

1. Entry into force, term and termination of the Sales Agreement

1.1 A Sales Agreement between the Customer and the Seller is formed when the Customer has accepted the Seller’s offer in writing or orally. The signatory of the Sales Agreement represents and warrants that, by virtue of their position, they have the authority to sign the Sales Agreement on behalf of the Customer. The Sales Agreement consists of the Customer-specific terms, these general terms and conditions for the sale of electricity to businesses, and the general terms and conditions for the sale of electricity in the energy sector (SME 2024). If the terms conflict with one another, the order of precedence shall be: first, the Customer-specific terms; second, these terms; and third, the general terms and conditions for the sale of electricity in the energy sector in force from time to time.

1.2 For the delivery of electricity, the Customer must have a separate network agreement with the distribution system operator. The electricity seller is not responsible for faults in the electricity network, interruptions in electricity transmission, or any negligence on the part of the distribution system operator.

1.3 Commencement of electricity delivery to the metering points covered by the Sales Agreement on the agreed date requires that the Customer provides the Seller with the information necessary for this purpose before the agreed delivery start date. During the contract period, the Customer is obliged to notify the Seller without delay of any changes in the company details or metering point details. A further condition for commencing delivery under the Sales Agreement is that there is no fixed-term agreement in force with another electricity seller for the metering point covered by the Sales Agreement on the delivery start date. The Customer is responsible for ensuring that electricity delivery to the metering point covered by the Sales Agreement can begin on the start date agreed by the parties. If delays of this kind, or similar delays beyond the Seller’s control, occur, the Sales Agreement shall commence as soon as possible after the agreed start date. If the start of electricity delivery is delayed for reasons beyond the Seller’s control, the Seller is entitled to amend the pricing of the Sales Agreement to correspond to the Seller’s electricity procurement costs at that time, plus the Seller’s margin. By signing the Sales Agreement, the Customer authorises the Seller to handle the practical arrangements related to the change of electricity supplier without a separate power of attorney.

1.4 The Customer is responsible for ensuring that the metering arrangements of the metering point covered by the Sales Agreement, including data transfer connections, comply with electricity market legislation throughout the contract period. Otherwise, the Seller may have to exclude the metering point from the scope of the Sales Agreement. If electricity market legislation requires changes to the metering method, the Customer shall agree on the implementation of such changes for the metering point with the local distribution system operator and provide the Seller with the metering point details [45] days before the delivery start date or the date on which the changes enter into force.

1.5 The Sales Agreement shall remain in force, in accordance with the agreement, either until the end of the agreed fixed term or until further notice. Fixed-term agreements are binding for the entire contract period. If the Customer wishes to terminate an agreement valid until further notice or a fixed-term Sales Agreement prematurely, or neglects its payment obligation so that the Sales Agreement has to be rescinded, the Seller is entitled to compensation from the Customer in accordance with section 5.3.

1.6 If the Customer has not notified the Seller in writing of termination no later than 30 days before the expiry date of the fixed-term Sales Agreement, changed electricity supplier, or entered into a new Sales Agreement with the Seller after the end of the fixed-term contract period, the contractual relationship between the parties shall continue automatically, without separate notice, as an agreement valid until further notice. In such case, the Seller is entitled to adjust prices and services at the beginning of the new period to correspond to the electricity procurement costs at that time.

1.7 A Sales Agreement valid until further notice shall remain in force until further notice and may be terminated by either the Seller or the Customer with 90 days’ notice, unless otherwise agreed in the Sales Agreement. No special grounds are required for termination by either party; it may be effected freely by written notice of termination.

2. Price, invoicing and payment terms

2.1 The price shall be as agreed in the Sales Agreement between the parties. The price does not include transmission and network charges invoiced by the local electricity distribution company, or electricity tax, VAT, or other taxes. The price includes Fingrid’s production and consumption volume fee in force at the time the Sales Agreement is concluded, unless otherwise agreed in the Customer-specific terms. The Sales Agreement and its pricing are based on the electricity consumption volumes stated by the Customer when entering into the Sales Agreement, as obtained from the network company or the previous electricity seller. The VAT rate in force from time to time shall apply to invoicing under the Sales Agreement.

2.2 Invoicing is based on the electricity consumption data or estimates reported and maintained by the distribution system operator, unless otherwise agreed in writing. In pre-invoicing, the invoice falls due before the electricity is used. The difference between the advance paid and the actual consumption shall be balanced in future invoices on the basis of the actual electricity consumption reported by the distribution system operator.

2.3 The Customer shall pay the electricity charges under the Sales Agreement to the Seller no later than on the 14th day from the invoice date, unless otherwise agreed in the Sales Agreement. Any complaints concerning an invoice must be made in writing within 7 days of the invoice date. In the case of delayed payments, the Seller is entitled, in addition to the outstanding amounts, to charge the late-payment interest applied by the Seller from the due date onward, as well as compensation for costs arising from the delay, including reminder fees, standard compensation and debt collection enforcement costs in accordance with the Seller’s service price list.

2.4 If the Customer fails to pay overdue amounts or to provide security or an advance payment, the Seller shall be entitled to suspend electricity delivery to the Customer. The Seller shall also be entitled to suspend electricity delivery if the Customer otherwise materially fails to comply with the contract terms. Before electricity delivery is suspended, the Customer has 7 days from the disconnection warning to make the payment, provide the security, or remedy the breach before electricity delivery is suspended. If the Seller is entitled to suspend electricity delivery on the above grounds, the Seller shall also be entitled to rescind the Sales Agreement.

2.5 The Customer represents that, at the time the Sales Agreement is concluded, interruption of electricity supply to any of the Customer’s metering points would not give rise to an accident risk referred to in section 103 of the Finnish Electricity Market Act. If there are any changes in this respect, the Customer must notify the supplier thereof in writing without delay.

3. Credit information, advance payments and securities

3.1 Before concluding the Sales Agreement and during its term, the Seller has the right to check the Customer’s credit information and to obtain the Customer’s confirmed financial statements for the most recently ended financial period, which may lead to the Sales Agreement not being accepted. If, based on such review, deficiencies are observed in the Customer’s financial capacity and the Seller deems it necessary, the Seller is entitled at any time to require that adequate security or an advance payment be arranged for the Seller, or that existing security or advance payment be supplemented. The Seller also has the right to refuse a contractual relationship if it has justified reason to suspect, including but not limited to sanctions applicable to the Customer, payment behaviour, risk classification or credit information, that the Customer will not fulfil its obligations under the Sales Agreement. The Customer is obliged to notify the Seller within 7 days of any changes in the above-mentioned information.

3.2 The security or advance payment must be sufficient to cover the total risk of the Sales Agreement during the contract period. If the Customer has several agreements with the Seller, all agreements shall be considered as one whole for the purposes of security or advance payment assessment, and the security or advance payment may be used to fulfil obligations under any of the agreements.

3.3 Unless the Customer provides security or pays the advance payment requested by the Seller by the deadline set by the Seller, the Seller is entitled to rescind the Sales Agreement with immediate effect. The Customer is obliged to pay for the electricity consumed up to the date of rescission in accordance with the contract prices, as well as any costs arising as a result of the rescission procedure (e.g. the cost of electricity already procured), and the compensation calculated under section 5.3 for the remaining fixed-term period of the Sales Agreement.

4. Changes to terms and prices

4.1 The Seller is entitled to change the pricing of the Sales Agreement due to changes in legislation, decisions and regulations of authorities, taxes, tax-like charges, and changes in Fingrid Oyj’s balance service and other charges, with effect immediately from the date such changes enter into force. The aforementioned changes also apply to fixed-term Sales Agreements. For the avoidance of doubt, changes under this section do not entitle the Customer to terminate or rescind a fixed-term Sales Agreement.

4.2 The Seller is entitled to change the prices or other contract terms of the Sales Agreement due to changes in electricity price areas or the applicable imbalance settlement period. The aforementioned changes also apply to fixed-term Sales Agreements.

4.3 The Seller may adjust the pricing and the terms related thereto by giving 14 days’ prior notice on the website hehkuenergia.fi, through the “My Hehku” service, or otherwise. The Seller may update the changes referred to in sections 4.1 and 4.2 in future invoices.

4.4 The Seller shall also be entitled to change prices in the situation referred to in section 8.5 of the SME 2024 terms.

4.5 In addition to the other terms of the general terms and conditions for the energy sector, the Seller is entitled to change the pricing if the amount of price fixings stated by the Customer and the actual fixed-price share of electricity consumption differ from each other, or if the electricity consumption profile notified or estimated by the Customer in advance differs from the actual electricity consumption profile, and this causes costs to the Seller. In such case, the Seller is entitled to adjust the price for the following electricity sales month or months by the amount of the above-mentioned cost impact already incurred and expected in the future, without separate notice, or to invoice the cost impact separately.

4.6 Unless otherwise agreed, the Seller is entitled to amend these terms by notifying the Customer at least one month before the effective date of the new terms. Such notice shall be published on the website hehkuenergia.fi, through the My Hehku service, or communicated to the Customer in another manner. In cases where the Customer does not wish to accept the amended terms, the Customer shall have the right to terminate the Sales Agreement with one month’s notice. For the avoidance of doubt, the foregoing does not apply to fixed-term agreements.

5. Rescission of the Sales Agreement

5.1 The Sales Agreement and its pricing are based on the electricity consumption volumes stated by the Customer to the Seller when entering into the Sales Agreement, or obtained from the network company or the previous electricity seller. If actual electricity usage does not correspond to the stated or estimated electricity consumption, or deviates by more than 10 per cent from the stated electricity usage volume, the Seller is entitled to change the pricing of the agreement.

5.2 The Seller is entitled to rescind the Sales Agreement if the Customer has breached its obligations under the Sales Agreement, for example by failing to pay overdue amounts, provide security or make an advance payment, or if electricity delivery has ended at the Customer’s metering point before the expiry of the fixed-term contract period or notice period due to the Customer moving out, or if the commencement of electricity delivery is prevented for a reason beyond the Seller’s control, and the breach has not been remedied within a reasonable period stated by the Seller in writing.

5.3 If the Sales Agreement is rescinded in accordance with the preceding section 5.2, or if a fixed-term Sales Agreement is otherwise terminated, the Customer is obliged to pay for its electricity consumption up to the rescission in accordance with the Sales Agreement, including any financial losses. In addition, the Seller is entitled to charge the Customer compensation for breach of contract. The compensation payable for premature termination is 5.0 cents/kWh of the estimated electricity consumption for the remaining contract period, but at least EUR 800 per metering point. The estimate of electricity consumption is based on the distribution system operator’s annual consumption estimate or the actual electricity consumption for the corresponding period in the previous year, whichever consumption estimate is higher.

6. Force majeure and liability

6.1 The Seller shall not be liable for performance of the Sales Agreement, nor liable to compensate any damage, caused by force majeure. Force majeure means an event or circumstance that prevents performance of the Sales Agreement or makes it excessively difficult or unreasonable.

6.2 Both parties are entitled to compensation for direct damage caused by the other party’s negligent or intentional breach of contract. The parties shall not be liable to each other for indirect or consequential damages, such as interruption of production, loss of profit or incurred loss, unless the damage is based on intent or gross negligence. In any event, the Seller’s liability for damages shall always be limited to an amount corresponding to no more than 10 per cent of the VAT-exclusive amount invoiced by the Seller from the Customer during the previous 12 months, and in any case no more than EUR 3,000.00 per damage event. In the event of bankruptcy, or where the Seller is required to cease supplying electricity due to legislation, an order of an authority, or another mandatory reason, all obligations shall terminate after the electricity supply end date. However, in the event of premature termination of the Sales Agreement, the Seller shall always be entitled to full compensation for losses incurred (including the value of electricity procured in advance).

7. Other terms

7.1 The Seller shall send notices concerning the Sales Agreement to the Customer’s most recently notified email address or billing address, or through another agreed channel. The Customer is responsible for keeping its contact information up to date. The Customer is obliged to notify the Seller, no later than within 7 days, of changes in the Customer’s ownership and legal status, such as changes in corporate form, mergers or demergers. If an application is filed to place the Customer into liquidation or corporate restructuring proceedings, the Customer must notify the Seller no later than on the first business day following the filing of the application.

7.2 The Seller may assign the Sales Agreement and the obligations arising thereunder to a third party without requesting the Customer’s consent. The Customer may not assign the Sales Agreement to a third party without the Seller’s written consent.

7.3 The Seller has the right to record calls related to the implementation of the Sales Agreement. The Seller has the right to use this contractual relationship as a reference.

8. Governing law and dispute resolution

The Sales Agreement shall be governed by Finnish law. Any disputes arising from the Sales Agreement shall primarily be resolved through negotiations between the parties. Disputes that cannot be resolved through negotiation shall be finally settled by the District Court of Helsinki. The Seller is entitled to bring a claim concerning a receivable based on the Sales Agreement before the District Court of Helsinki as the court of first instance.