On approval of standard forms of contracts of the settlement and financial center with energy -producing organizations using renewable energy sources, energy waste disposal, energy -producing organizations producing and supplying flood electricity to the

Order of the Minister of Energy of the Republic of Kazakhstan dated December 28, 2017 No. 480. Registered with the Ministry of Justice of the Republic of Kazakhstan on January 17, 2018 No. 16241.

      Unofficial translation

      Footnote. The title is as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 07.04.2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

      In accordance with subparagraph 10) of Article 6 of the Law of the Republic of Kazakhstan “On Supporting the Use of Renewable Energy Sources” as of July 4, 2009, I hereby ORDER:

      1. Approve:

      1) a standard form of an agreement for the purchase by a settlement and financial center of electrical energy from an energy -producing organization using renewable energy sources at auction prices, in accordance with Appendix 1 to this order;

      2) a standard form of a contract for the sale by the settlement and financial center to conditional consumers of electric energy produced by objects for the use of renewable energy sources, objects for energy waste disposal, and flood electric energy, in accordance with Appendix 2 to this order;

      3) a standard form of a contract for the sale by the settlement and financial center to qualified conditional consumers of electrical energy produced by energy -producing organizations using renewable energy sources, energy waste disposal, and flood electrical energy, in accordance with Appendix 3 to this order;

      4) a standard form of an agreement for the purchase by the settlement and financial center of electrical energy from an energy -producing organization using energy waste disposal, at auction prices, in accordance with Appendix 4 to this order;

      5) a standard form of an agreement for the purchase by the settlement and financial center of electrical energy from an energy -producing organization that produces and supplies flood electrical energy to the network, at marginal tariffs, in accordance with Appendix 5 to this order.

      Footnote. Clause 1 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated April 7, 2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

      2. To invalidate:

      1) order № 163 of the Minister of Energy of the Republic of Kazakhstan as of March 2, 2015 “On approval of standard forms of contracts of purchase of electrical energy from a power generating company using renewable energy sources by the financial settlement center at fixed tariffs and tariffs not exceeding the level of the selling price set in the feasibility study of the construction project of a facility using renewable energy sources, which is approved by and agreed with the authorized or local executive body, contracts of sale of electrical energy produced by facilities using renewable energy sources by the financial settlement center to conventional customers” (registered in the Register of State Registration of Regulatory Legal Acts under № 10780, published in the “Adilet” Information and Legal System on August 18, 2015);

      2) paragraph 3 of the list of some orders of the Minister of Energy of the Republic of Kazakhstan, which are amended and added pursuant to order № 533 as of December 14, 2016 of the Acting Minister of Energy of the Republic of Kazakhstan “On Amendments and Additions to Certain Orders of the Minister of Energy of the Republic of Kazakhstan” (registered in the Register of State Registration of Regulatory Legal Acts under № 14760, published in electronic form in the Reference Control Bank of Regulatory Legal Acts of the Republic of Kazakhstan on February 10, 2017).

      3. In accordance with the procedure established by the legislation of the Republic of Kazakhstan, the Renewable Energy Sources Department of the Ministry of Energy of the Republic of Kazakhstan shall:

      1) ensure state registration of this order by the Ministry of Justice of the Republic of Kazakhstan;

      2) within ten calendar days of the day of state registration of this order, send its Kazakh and Russian hard and soft copies to the Republican State Enterprise With the Right of Economic Management “Republican Center of Legal Information of the Ministry of Justice of the Republic of Kazakhstan” for its official publication and addition to the Reference Control Bank of Regulatory Legal Acts of the Republic of Kazakhstan;

      3) within ten calendar days after the state registration of this order, send its copy to periodicals for its official publication;

      4) place this order on the official Internet resource of the Ministry of Energy of the Republic of Kazakhstan;

      5) within ten working days after the state registration of this order by the Ministry of Justice of the Republic of Kazakhstan, submit information on the implementation of measures provided for in subparagraphs 2), 3) and 4) of this paragraph to the Legal Department of the Ministry of Energy of the Republic of Kazakhstan.

      4. Control over execution of this order shall be entrusted to the supervising vice-minister of energy of the Republic of Kazakhstan.

      5. This order shall take effect ten calendar days after the day of its first official publication.

      Minister of Energy of the Republic of Kazakhstan K.Bozumbayev

      “AGREED”
Minister of National Economy of
the Republic of Kazakhstan
_______________ T. Suleimenov
"___" ____ 2017

  Appendix 1 to order
№ 480 as of December 28, 2017
of the Minister of Energy of the
Republic of Kazakhstan
Standard form

Contract of purchase of electrical energy by the financial settlement center from a power generating company using renewable energy sources at auction prices

      Footnote. The contract as amended by order № 360 of the Minister of Energy of the Republic of Kazakhstan as of 11.09.2018 (shall take effect twenty one calendar days after its first official publication); dated 07.04.2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

      No. _____________ ___________________________ ____ __________ 20___year

      (place of conclusion of the contract) ________________________________________________________________,

      (indicate the full name of the settlement and financial center) registered at the address: Republic of Kazakhstan,

      _______________________________________________________________________________,

      (indicate the legal address) name, patronymic (if any) of the person acting on the basis of

      ________________________________________________________,

      (indicate the basis for the emergence of authority), hereinafter referred to as the "Buyer",

      on the one hand, and __________________________________,

      (indicate the full name of the organization) registered at: __________________________________________________,

      (indicate the place n location) business identification number:

      ________________________________________________,

      represented by _________________________________________________________________________,

      (indicate the position and surname, name, patronymic (if any) acting on the basis of ________________________________________________,

      (indicate the basis for the emergence of authority) hereinafter referred to as the "Seller", on the other hand, collectively referred to as "Parties", and individually "Party", taking into account:

      1) Law of the Republic of Kazakhstan dated July 4, 2009 "On support for the use of renewable energy sources" (hereinafter - the Law);

      2) order of the Minister of Energy of the Republic of Kazakhstan dated March 2, 2015 No. 164 “On approval of the Rules for the centralized purchase and sale by the settlement and financial center of electrical energy produced by facilities for the use of renewable energy sources, facilities for energy waste disposal, and flood electricity, recalculation and redistribution of the settlement and financial center of the corresponding share of electric energy per qualified conditional consumer based on the results of the calendar year” (registered in the Register of State Registration of Regulatory Legal Acts No. 10662) (hereinafter referred to as the Rules);

      3) Decree of the Government of the Republic of Kazakhstan dated March 27, 2014 No. 271 “On Approval of the Rules for Determining Fixed Tariffs and Limit Auction Prices” (hereinafter referred to as the Rules for Determining Fixed Tariffs and Limit Auction Prices);

      4) the Seller's application for the conclusion of this agreement (incoming No. _______ dated "___" _________ 20__) in accordance with the appendix to the Rules;

      5) the intention of the Seller to sell to the Buyer the electricity produced by the facility for the use of renewable energy sources (hereinafter referred to as RES) at the auction price, have concluded this contract for the purchase of electricity (hereinafter referred to as the Agreement) as follows.

1. Terms and definitions

      1.The following basic terms are used in this contract:

      1) auction price - a price for the purchase of electrical energy produced by a RES power plant by the financial settlement centre, which is set as a result of auction biddings and does not exceed the relevant ceiling auction price;

      2) delivery point - a point of the RES power plant’s connection to electrical networks of an electric power transmission company;

      3) delivery month - a calendar month of actual delivery of supplied electrical energy from RES power plants running from 00.00 of the first day of a relevant month until 24.00 of the last day of the relevant month, based on the results of which final calculations of the volume of purchase and sale of supplied electrical energy are made;

      4) supplied electrical energy - all electrical energy produced by a RES power plant in compliance with the norms and requirements of the legislation of the Republic of Kazakhstan, supplied to a delivery point;

      5) working day - a business day for the Buyer;

      6) the system operator - a national company that performs centralized operational dispatch management, ensures parallel operation with energy systems of other countries, maintains balance in the energy system, provides system services and purchases support services from the wholesale electricity market entities, and also transfers electrical energy through the national electrical grid, maintains it and keeps up its operational readiness;

      7) the national dispatch center of the system operator (hereinafter referred to as NDC SO) - a unit that is part of the structure of the system operator, responsible for the operational management of the unified electric power system of the Republic of Kazakhstan and the reliability of its operation, including balancing and ensuring the quality of electricity;

      8) the date of commencement of commercial operation of a RES power plant - the date of commencement of integrated testing of electrical installations of the Seller’s RES power plant when electrical energy is supplied to the electrical networks of an electric power transmission company;

      9) commercial meter - a technical device intended for commercial metering of electrical power, electrical or heat energy, which is permitted for use in the manner prescribed by the legislation of the Republic of Kazakhstan;

      10) financial institution - a legal entity engaged in entrepreneurial activities on the provision of financial services;

      11) Contract - this contract for the purchase of electrical energy, which is concluded between the Seller and the Buyer;

      12) the automated system for commercial metering of electrical energy (hereinafter referred to as the ASCME) - a set of measuring instruments and a hardware-software complex for measuring, collecting, processing, storing and transmitting electricity metering data;

      Other terms used in the Contract are applied in accordance with the legislation of the Republic of Kazakhstan on supporting the use of renewable energy sources and the electric power industry.

      Footnote. Paragraph 1 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

2. Scope of the Contract

      2. Under this Contract, the Seller shall sell and the Buyer shall buy the entire amount of electrical energy produced by the Seller’s RES power plant and supplied to the delivery point. The Seller will produce electrical energy at the below indicated RES power plant :

      1) the name – _________;

      2) the type of the RES power plant (depending on the type of the renewable energy source used) - _________ (with regard to solar power plants, indicate additionally the type of photovoltaic module and the country of origin of the silicon used);

      3) the land plot (plots) on which the RES power plant is located - cadastral number: - _________, the total area of the land plot is __________ hectares;

      4) the total installed capacity of the generating equipment of the RES power plant, determined as the sum of the nominal (specified in the passport data) capacities of the main generating equipment (for solar power plants - DC photovoltaic modules, for wind power plants, hydroelectric power plants and bioelectric power plants - AC generators) based on passport data of the main generating equipment is _____ (MW);

      5) the projected utilization rate of the installed capacity of the RES power plant is ___;

      6) the point of connection to the electrical network - _______________________.

      Footnote. Paragraph 2 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      3. The price of electric energy under the Contract is the auction price, which is _____ (__________) for 1 (one) kilowatt-hour of electric energy, excluding value added tax. The annual indexation of the auction price is carried out in accordance with the procedure established by the Rules for determining fixed tariffs and marginal auction prices.

      4. A change in the value of the auction price as a result of its indexation or the procedure for indexing the auction price is formalized by signing an additional agreement to the Contract indicating the start date for the application of the relevant changes, determined in accordance with the Rules for determining fixed tariffs and marginal auction prices.

3. Metering of the volume of electrical energy and payment for it

      5. The volume of electrical energy supplied shall be metered on the basis of readings of the Seller’s commercial meters installed at a delivery point.

      6. After the ASCME at the Buyer’s facility is put into operation, the Buyer shall have the right to use the ASCME data to meter and determine the volumes of electrical energy supplied by the Seller and for commercial settlements between the Seller and the Buyer.

      7. Financial settlement of electrical energy imbalances from renewable energy facilities, including a power plant, is carried out by the Buyer in accordance with the order of the Minister of Energy of the Republic of Kazakhstan dated February 20, 2015 No. legal acts No. 10532).

      8. In controversial cases, the final document for mutual settlements between the Parties shall be the actual balance of production and consumption of electrical energy in the wholesale electricity market of the Republic of Kazakhstan, provided by the SO NDC.

      9. The Buyer shall not pay for electrical energy that was produced by the RES power plant and supplied to the network of the electric power transmission company during the period of absence or malfunction of commercial meters installed at the delivery point, and the Parties shall not take it into account in mutual settlements. In this case, the fact that the Seller had no or malfunctioning commercial meters, and the period of their absence or malfunction shall be confirmed by a relevant certificate of the electric power transmission company, to whose networks the RES power plant is connected.

      Footnote. Paragraph 9 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication)

      10. The Buyer shall pay for electrical energy within fifteen working days of the payment deadline set for conventional customers on the basis of an invoice issued by the Seller and a volume reconciliation statement.

4. Rights and obligations of the Parties

      11. The seller shall:

      1) monthly provide the Buyer with information on the actual daily volumes of generation, supply in the electric power network no later than the fifth day of the month following the month of supply;

      2) on a monthly basis, no later than the fifth day of the month following the month of delivery, provide the Buyer with a volume reconciliation report and an invoice for the actual volume of electricity supplied to the electric grids;

      3) annually, from January 1 to January 31, reconcile mutual settlements for the past financial year;

      4) on a monthly basis, provide the settlement and financial center with information on the forecast volumes of generation, supply in the electric power network ten calendar days before the month of supply;

      5) annually, by November 1, send information on the forecast volumes of generation, supply to the electrical energy network for the coming year, broken down by months;

      6) upon termination of the Agreement on its own initiative, notify the Buyer in writing one month before the expected date of termination;

      7) immediately notify the Buyer of a change in its name, legal address, actual location and other details necessary to fulfill the terms of the Agreement;

      8) before the start of commercial operation of the facility for the use of RES, ensure the functioning of the AEMS at its facility for the use of RES. AEMS should be able to remotely transfer data to the regional dispatch centers of the system operator;

      9) within 10 (ten) working days from the date of signing the act of acceptance of the scheme for commercial metering of electric energy and before the start of a comprehensive test of the facility for the use of renewable energy, provide the settlement and financial center with a copy of the act of acceptance of the scheme for commercial metering of electric energy, including the layout of commercial and technical devices accounting at the facility for the use of renewable energy, signed between the energy transmission organization and the Seller for the facility for the use of renewable energy, in respect of which the Agreement has been concluded;

      10) upon phased commissioning of the facility's power plants for the use of renewable energy sources, provide a copy of the intermediate act of comprehensive testing of the facility's power plants for the use of renewable energy within 5 (five) working days of the date of its signing, but no later than the end of the delivery month during which the comprehensive test was carried out;

      11) 10 (ten) calendar days before the start of the integrated test, provide a copy of the integrated test program agreed by the system operator and a copy of the AEMS commissioning certificate;

      12) 5 (five) working days prior to the start of complex tests, provide 18-digit AEMS identification codes to the settlement and financial center, and daily, until 10:00 a.m. Nur -Sultan time, enter information about forecast data into the automated information system of the system operator volumes of electricity supplied to the grid for the coming business day;

      13) ensure compliance with daily schedules for the production of electric energy in accordance with the legislation of the Republic of Kazakhstan in the field of electric power industry;

      14) make timely adjustments to the daily schedule of production and consumption of electrical energy approved by the system operator in accordance with paragraph 46 of the Rules for the provision of services by the system operator, the organization and functioning of the market for system and auxiliary services, approved by order of the Minister of Energy of the Republic of Kazakhstan dated December 3, 2015 No. 691 ( registered in the Register of State Registration of Normative Legal Acts No. 12562);

      15) with the installed capacity of the facility for the use of renewable energy of at least one megawatt, comply with the operating modes of the generating installations of the facility for the use of renewable energy specified by the system operator in accordance with the legislation of the Republic of Kazakhstan in the field of electric power industry;

      16) provide a copy of the act of taking readings of commercial electricity metering devices signed between the facility for the use of renewable energy sources and the power transmission organization to the electric networks of which the facility for the use of renewable energy sources is connected - no later than the seventh day of the month following the month of delivery;

      17) provide the settlement and financial center with a copy of the notice of the commencement of construction and installation works of the facility for the use of renewable energy sources, in respect of which the Agreement has been concluded, sent to the state body exercising state architectural and construction control - within 12 (twelve) months from the date of signing the Agreement for solar power plants, within 18 (eighteen) months from the date of signing the Agreement for wind and biogas power plants, within 24 (twenty-four) months from the date of signing the Agreement for hydroelectric power plants;

      18) provide the settlement and financial center with a copy of the act of acceptance into operation of the facility for the use of renewable energy in accordance with the legislation of the Republic of Kazakhstan in the field of architectural, urban planning and construction activities, in respect of which the Agreement was concluded - within 24 (twenty-four) months from the date of signing the Agreement for solar power plants, within 36 (thirty six) months from the date of signing the Agreement for wind and biogas power plants, within 60 (sixty) months from the date of signing the Agreement for hydroelectric power plants. At the same time, the specified periods are extended by 1 (one) calendar year if, before the expiration of the period provided for in part one of this subparagraph, confirmation is provided from an authorized organization (person) exercising (its) technical supervision, in accordance with the legislation of the Republic of Kazakhstan in in the field of architectural, urban planning and construction activities on the performance of construction and installation work on the facility for the use of renewable energy in the amount of at least 70% of the total volume of work on the construction of the facility for the use of renewable energy;

      19) provide the settlement and financial center with a copy of the act of delimitation of the balance sheet ownership and operational responsibility of the parties, signed between the energy transmission organization and the Seller for the facility for the use of renewable energy, in respect of which the Agreement is concluded - within 10 (ten) business days from the date of signing the act of delimitation of the balance ownership and operational responsibility of the parties and before the start of complex testing of the facility for the use of renewable energy;

      20) submit to the settlement and financial center a copy of the act of acceptance of the scheme for commercial metering of electric energy, including the layout of commercial and technical metering devices at the facility for the use of renewable energy, signed between the energy transmission organization and the Seller for the facility for the use of renewable energy, in respect of which the Agreement is concluded - in within 10 (ten) working days from the date of signing the act of acceptance of the scheme for commercial accounting of electric energy and before the start of comprehensive testing of the facility for the use of renewable energy;

      21) at the request of the settlement and financial center, provide information on the progress of the construction of the facility for the use of renewable energy;

      22) provide the Buyer with financial security for the fulfillment of the terms of the Agreement in the amount of ____________ within 30 (thirty) calendar days from the date of signing this Agreement in accordance with the requirements of paragraphs 95 - 101 of the Rules;

      23) annually by October 1, provide information on the availability of credit obligations in foreign currency received for the construction of a facility for the use of renewable energy;

      24) immediately notify the Buyer of the merger, bankruptcy or liquidation of the Seller;

      25) build a facility for the use of renewable energy using new generating installations (previously not in operation);

      26) provide, at the request of the settlement and financial center, information on the main characteristics of the primary RES resource used at the facility for the use of RES for the production of electrical energy.

      12. The Buyer shall be obliged to:

      1) within 15 (fifteen) calendar days of the date of receipt of a volume reconciliation statement from the Seller, sign it or, if it does not agree with the Seller’s data on the volume of supplied electrical energy, send a written reasoned refusal to the Seller within the same time period and attach documents substantiating the refusal;

      2) pay the Seller for the entire volume of electrical energy supplied during a delivery month, specified in a relevant volume reconciliation statement, within fifteen working days of expiry of the payment deadline set for conventional customers;

      3) annually, from 1 January through 31 January, reconcile mutual settlements for the past financial year;

      4) immediately notify the Seller of the change of its name, legal address, business address and other details required for the performance of the Contract;

      5) in case of commissioning of the RES power plant within the time period specified in part one of subparagraph 17) of paragraph 11 of the Contract, return the financial security for the performance of the Contract or part thereof within 10 working days of receipt of a written request;

      6) immediately notify the Seller of the Buyer’s merger, bankruptcy or liquidation.

      Footnote. Paragraph 12 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      13. The Seller shall have the right to:

      1) require the Buyer to comply with the terms of the Contract;

      2) perform current or capital repairs at the RES power plant, including the replacement of the main generating equipment, provided that the total installed capacity of the generating equipment of the RES power plant specified in the Contract is not increased;

      3) assign its existing and future rights and claims against the Buyer arising from the Agreement, with the notification of the Buyer before the conclusion of the relevant contract of assignment of rights of claim. At the same time, the assignment of the rights and requirements provided for by this subparagraph is carried out after the introduction by the central executive body that manages and intersectoral coordination in the field of supporting the use of renewable energy sources (hereinafter referred to as the authorized body) of the relevant changes to the List of energy producing organizations using renewable energy sources with the provision by the Party accepting the rights and requirements under this Agreement, financial security in accordance with subparagraph 21) of paragraph 11 of this Agreement, as well as with the conclusion of an appropriate agreement between the Buyer, the Seller and the Party accepting the rights and claims under this Agreement;

      4) fully assign its rights and obligations under the Contract to a third party in the event of alienation of the RES power plant to the same person. In this case, the rights and obligations under the Contract are transferred to a third party together with the rights to the RES power plant.

      Footnote. Paragraph 13 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication);

      14. The Buyer shall have the right to:

      1) require the Seller to comply with the terms of the Contract;

      2) deduct the amount of overpayment from the amounts due to the Seller in future payments if, following the settlement of the Parties’ disputes on the volume of electrical energy supplied in a delivery month, the fact of the Buyer’s payment of the excess amount to the Seller is established;

      3) require the fulfillment of other obligations of the Seller in accordance with the Contract and the legislation of the Republic of Kazakhstan on renewable energy sources and the electric power industry.

5. Liabilities of the Parties

      15. If the Seller fails to provide a copy of a notification of commencement of construction and installation works at the RES power plant by the deadline specified in subparagraph 16) of paragraph 11 of the Contract for more than 6 months, the Buyer shall withhold 30% of the financial security for the performance of the Contract as required by paragraph 98 of the Rules and notify the Seller thereof in writing.

      Footnote. Paragraph 15 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      16. If the Seller fails to provide a copy of a commissioning certificate for the RES power plant by the deadline specified in subparagraph 17) of paragraph 11 of this Contract, the Buyer shall withhold 100% of the amount of financial security for the performance of the Contract in accordance with paragraph 98 of the Rules and notify the Seller thereof in writing. In this case, in the event of withholding a part of financial security for the performance of the Contract in accordance with paragraph 15 of this Contract, it shall withhold 70% of the amount of financial security for the performance of the Contract in the manner prescribed by paragraph 98 of the Rules.

      Footnote. Paragraph 16 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      17. For the delay in payments provided for in the Contract, the Buyer at the request of the Seller shall pay it a penalty in the amount of 0.1% (zero point one tenth percent) of the overdue amount for each calendar day of delay, but not more than 10% (ten percent) of the overdue amount.

      18. For violation of obligations under the Contract, the Parties shall be liable in accordance with the legislation of the Republic of Kazakhstan and the terms of the Contract.

      19. The terms of the Contract may only be modified by mutual agreement of the Parties and this shall be fixed in writing.

      19-1. The Buyer is not responsible for the deviation of the actual value of the utilization rate of the installed capacity from the projected one, as well as for the actions of third parties, including but not limited to those related to the dispatching, transmission and distribution of electrical energy.

      Footnote. The contract is supplemented with paragraph 19-1 in accordance with Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

6. Force majeure

      20. The Parties shall not be responsible for non-fulfillment and (or) improper fulfillment of the terms of the Contract if it was the result of force majeure.

      21. Force majeure shall be an event preventing the execution of the Contract, which is beyond the Parties’ control, not related to their flaws or negligence and has an unforeseen nature.

      22. The Buyer’s lack of sufficient amount of money for any reason shall not be a force majeure event and does not relieve the Buyer from its liability for late payments.

      23. The affected Party shall notify the other Party of force majeure events within ten calendar days, indicating their nature, causes of occurrence and their expected duration, with the submission of supporting documents.

6-1. Actions of the Parties in case of the Seller’s borrowing a loan from financial institutions for the construction of a RES power plant

      Footnote. The contract is supplemented with Chapter 6-1 in accordance with Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      23-1. If the Seller borrows funds for the construction of the RES power plant from financial institutions against the security of cash receipts under this Contract, the Seller sends the Buyer an appropriate notification of pledging cash receipts and indicates the validity period of this notification.

      23-2. The provision by the Seller to the Buyer of a notification of a pledge of cash receipts expresses the irrevocable and unconditional consent of the Seller for the Buyer to perform the following actions in relation to this Agreement:

      1) the Buyer's making payments due to the Seller in favor of a financial institution upon receipt of a relevant request from it (within monthly payments). Each payment in favor of a financial institution is considered to be the proper fulfillment of the Buyer's financial obligation to the Seller under this Agreement;

      2) replacement of the Seller when the Buyer receives a request from a financial institution about the need for such a replacement. The replacement of the Seller at the request of a financial institution is carried out after the relevant changes are made by the authorized body to the List of energy producing organizations using renewable energy sources in accordance with subparagraph 10-3) of Article 6 of the Law;

      3) provision by the Buyer of information to a financial institution on cases of non-fulfillment of obligations by the Seller to the Buyer under this Agreement, which may lead to termination or suspension of its validity.

7. Dispute resolution

      24. Disputes arising from the Contract shall be settled in accordance with the legislation of the Republic of Kazakhstan.

      25. The Parties shall try to resolve disputes under the Contract through direct negotiations.

      26. Each Party shall have the right to apply to a court to resolve a dispute related to the conclusion, validity, performance, modification, suspension and termination of the Contract, as well as resolution of other disputes under the Contract.

      27. All disputes related to the conclusion, validity, performance, modification, suspension and termination of the Contract, as well as those otherwise connected with the Contract, shall be considered in court at the location of the Buyer, except for cases when the plaintiff decides to consider disputes in the International Arbitration Centre of the “Astana” International Financial Centre in accordance with paragraph 104-1 of the Rules.

      Footnote. Paragraph 27 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

8. Term of the Contract and the auction price

      28. The Contract shall come into force on the date of its signing by the Parties.

      29. The contract and the auction price specified therein shall terminate after twenty years from the date of commencement of a comprehensive test of the electrical installations of the facility for the use of renewable energy sources, at which the supply of electrical energy was carried out to the unified electric power system of the Republic of Kazakhstan, or from the date of expiration of the period provided part one of subparagraph 17) of paragraph 11 of the Agreement, whichever comes first.

9. Final provisions

      30. The Contract shall terminate in such cases as:

      1) the Seller’s failure to meet the deadline for commissioning the RES power plant specified in subparagraph 17) of paragraph 11 of the Contract;

      2) the Seller’s sale of produced electrical energy during the Contract’s validity period at negotiated prices under bilateral agreements concluded with customers in accordance with the legislation of the Republic of Kazakhstan on the electric power industry;

      3) the Seller’s failure to meet the deadline for providing financial security for the performance of the Contract in accordance with paragraph 95 of the Rules.

      Footnote. Paragraph 30 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      31. All the modifications and additions to the Contract are valid only on condition that they are made in writing and signed by authorized representatives of the Parties.

      32. The Parties shall hold all their correspondence in writing, by sending paper-based letters.

      33. The Contract is made in the Kazakh and Russian languages in two copies of equal legal force.

      34. The Contract was concluded in the city of Nur-Sultan, signed by both Parties and registered by the Buyer in the Register of concluded contracts on "___" ________ ____ ____ 20 under №____.

      Footnote. Paragraph 34 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

      35. All the terms of the Contract are stable, do not depend on changes in the legislation of the Republic of Kazakhstan and can only be modified with the agreement of the Buyer.

10. Details and signatures of the Parties

Salesman

Buyer

________________________________
(full name)

_________________________________
(full name)

Legal address:_ __________________________

Legal address:_ ___________________________

Actual
address:_ __________________________

Actual
address:_ ___________________________

Phone fax: ________________________________

Phone fax: _________________________________

Business identification number:
_________________________________

Business identification number:
__________________________________

 
Bank identification code:
________________________________

Bank identification code:
_________________________________

Individual identification code: ________________________________

Individual identification code: _________________________________

________________________________
(Name of the bank)

_________________________________
(Name of the bank)

________________________________
(job title)

_________________________________
(job title)

________________________________
(last name, first name, patronymic (if any)

_________________________________
(last name, first name, patronymic (if any)

p.s. _ (in the presence of)

p.s. _ (if available )


  Appendix 2 to order
№ 480 as of December 28, 2017
of the Minister of Energy of the
Republic of Kazakhstan

Standard form Agreement for the sale by the settlement and financial center to conditional consumers
of electricity produced by facilities for the use of renewable energy sources, facilities
for energy waste disposal, and flood electricity

      Footnote. The title is as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 07.04.2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

      No. _____________ _________________________________ ____ __________20___

      (place of conclusion of the contract)

      ________________________________________________________________________,

      (indicate the full name of the settlement and financial center) registered at the address:

      Republic of Kazakhstan,

      _______________________________________________________________________________,

      (indicate the legal address) , patronymic (if any) of the person acting on the basis

      of ________________________________________________,

      (indicate the basis for the emergence of authority) hereinafter referred to as the "Seller", on the one hand,

      and _________________________________________________________________,

      (indicate the full name of the organization)

      registered at: _______________________________________________, (indicate location)

      business identification room: _____________________________________ ____,

      represented by __________________________________________________________________,

      (indicate the position and surname, first name, patronymic (if any) acting on the basis

      of _______________________________________________,

      (indicate the basis for the emergence of authority) hereinafter referred to as the "Buyer", on the other hand, collectively referred to as the "Parties", and individually “Party”, taking into account:

      1) the Law of the Republic of Kazakhstan dated July 4, 2009 “On Supporting the Use of Renewable Energy Sources” (hereinafter referred to as the Law);

      2) order of the Minister of Energy of the Republic of Kazakhstan dated March 2, 2015 No. 164 “On approval of the Rules for the centralized purchase and sale by the settlement and financial center of electrical energy produced by facilities for the use of renewable energy sources, facilities for energy waste disposal, and flood electricity, recalculation and redistribution by the settlement and financial center of the corresponding share of electric energy to a qualified conditional consumer based on the results of the calendar year” (registered in the Register of State
Registration of Regulatory Legal Acts No. 10662) (hereinafter referred to as the Rules);

      3) Order of the Minister of Energy of the Republic of Kazakhstan dated February 20, 2015 No. 118 “On Approval of the Rules for Determining the Tariff for Support of Renewable Energy Sources” (registered in the Register of State Registration of Regulatory Legal Acts under No. 10622) (hereinafter referred to as the Rules for Determining the Tariff for Support of Renewable Energy Sources), have concluded this contract for the purchase and sale of electrical critical energy about the following.

1. Terms and definitions

      1. The following basic concepts are used in this agreement:

      1) supplied electricity - electrical energy produced by energy -producing organizations using renewable energy sources, energy waste disposal, and flood electrical energy that meets the standards and requirements in force in the Republic of Kazakhstan;

      2) settlement period - a calendar month of the actual supply of supplied electricity, starting from 00:00 on the first day of the corresponding month to 24:00 on the last day of the corresponding month, based on the results of which the final calculations of the volume of purchase and sale of the supplied electricity are made;

      3) conditional consumers of electrical energy from renewable energy sources, energy recycling of waste and flood electricity (hereinafter referred to as conditional consumers) - energy -producing organizations using coal, gas, sulfur-containing raw materials, oil products and nuclear fuel; subjects of the electricity market purchasing electricity from outside the Republic of Kazakhstan; hydroelectric power plants with installations located in one hydroelectric complex, with a total capacity of more than thirty-five megawatts, with the exception of those put into operation after January 1, 2016;

      4) business day - a day that is a working day for the Seller;

      5) system operator - a national company that carries out centralized operational and dispatch control, ensuring parallel operation with the energy systems of other states, maintaining a balance in the energy system, providing system services and purchasing ancillary services from wholesale electricity market entities, as well as transmitting electricity through the national electricity network, its maintenance and maintenance in operational readiness;

      6) the national dispatch center of the system operator (hereinafter referred to as NDC SO) - a subdivision that is part of the structure of the system operator, responsible for the operational management of the unified electric power system of the Republic of Kazakhstan and the reliability of its operation, including balancing and ensuring the quality of electricity;

      7) the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan (hereinafter referred to as the actual balance) is a document drawn up by the system operator that establishes the targeted distribution of the volumes of electricity produced, supplied and consumed in the decentralized and centralized trade markets, the balancing electricity market for the billing period. The actual balance is the basis for mutual settlements between the subjects of the wholesale electricity market of the Republic of Kazakhstan;

      8) energy -producing organization using energy recycling of waste - a legal entity that produces energy obtained from energy recycling of waste in accordance with the Law and environmental legislation of the Republic of Kazakhstan;

      9) facility for energy waste disposal - a set of technical devices and installations intended for energy waste disposal, and interconnected structures and infrastructure, technologically
necessary for energy waste disposal;

      10) flood electrical energy - electrical energy generated by energy -producing organizations (hydroelectric power plants) during the period of environmental water releases in accordance with the water legislation of the Republic of Kazakhstan in the amount in accordance with the actual balance of production and consumption of electrical energy in the Republic of Kazakhstan and sold to the settlement and financial center at the maximum tariff for electrical energy in the manner prescribed by law;

      11) agreement - this contract for the sale and purchase of electricity generated by renewable energy facilities, energy waste disposal facilities, and flood electricity
, concluded between the Seller and the Buyer.

2. Scope of the Contract

      2. Under this Agreement, the Seller sells and the Buyer buys electricity produced by renewable energy facilities, energy waste disposal facilities, and flood electricity at a tariff for supporting renewable energy sources, determined in accordance with the Rules for determining the tariff for supporting RES .

      3. In the event that the actual amount of electrical energy supplied by the Seller to the Buyer, determined according to the actual balance of production and consumption of electrical energy in the wholesale electricity market of the Republic of Kazakhstan provided by the SO NDC, differs from the amount of electrical energy agreed by the Parties, the Seller shall adjust the difference by issuing an adjustment invoice to the Buyer within 3 (three) working days of the SO NDC’s signing the actual balance of production and consumption of electrical energy in the wholesale electricity market of the Republic of Kazakhstan.

3. Rights and obligations of the Parties

      4. The Seller shall be obliged to:

      1) send an invoice, based on the statement, to the Buyer on or before the 20th (twentieth) day of a month following the billing month of supply of electrical energy;

      2) quarterly, on or before the 25th (twenty-fifth) day of a month following a reporting quarter, reconcile settlements with or without the indication of disagreements.

      5. The buyer shall:

      1) daily, before 10 a.m. Nur -Sultan time, enter into the automated information system of the system operator information on the forecast volumes of supply to the electricity network for the upcoming operational day (several operational days);

      2) annually by the twentieth of December, send the Seller information on the forecast annual monthly volumes of generation, supply in the electrical energy network for the coming year;

      3) pay the Seller for the electricity supplied in the billing period, produced by facilities for the use of renewable energy sources, facilities for energy waste disposal, and flood electricity no later than thirty calendar days after the end of the month of supply from facilities for the use of renewable energy sources, from facilities for energy recycling of waste, and flood electricity.

      If there are debts for previous billing periods, first of all, payment is directed to the repayment of this debt.

      At the same time, when the Buyer pays the Seller for the billing period an amount exceeding that specified in the invoice, the difference in this excess is automatically credited to the advance payment of the next billing period;

      4) notify the Seller within 3 (three) working days from the date of receipt of the invoice and submit a written statement of objections to the Seller, if the Buyer disputes the correctness of the invoice, he notifies the Seller;

      5) pay for the amount of electricity agreed by the Parties in the next month after the settlement of the dispute no later than 15 (fifteen) business days in respect of the disputed amount of electricity between the Seller and the Buyer after the settlement of the dispute in respect of this volume;

      6) quarterly, by the 25th (twenty-fifth) day of the month following the reporting quarter, reconcile mutual settlements with or without disagreements;

      7) on a monthly basis, by the 5th (fifth) day of the month following the billing month for the supply of electricity from renewable energy sources, provide the Seller with information on the actual volumes of generation, supply to the grid of electricity or receipt of electricity from outside the Republic of Kazakhstan.

4. Liabilities of the Parties

      6. For the delay in payments provided for in the Contract, the Buyer at the request of the Seller shall pay it a penalty in the amount of 0.1% (zero point one tenth percent) of the overdue amount for each calendar day of delay, but not more than 10% (ten percent) of the overdue amount.

      7. For violation of obligations under the Contract, the Parties shall be liable in accordance with the legislation of the Republic of Kazakhstan.

5. Dispute resolution

      8. Disputes arising from the Contract shall be settled in accordance with the legislation of the Republic of Kazakhstan.

      9. If there is a dispute about the volume of electrical energy supplied in a billing month, the Parties shall be obliged to make efforts to resolve this dispute by negotiation within thirty calendar days of the Seller’s receipt of written objections from the Buyer regarding the volume of electrical energy supplied in the billing month. In the event that the Parties fail to come to an agreement on the dispute regarding the volume of electrical energy supplied in the billing month, the dispute shall be subject to final resolution in court. Each Party shall have the right to apply to court for resolving a dispute related to the conclusion, validity, performance, modification and termination of this Contract, as well as the resolution of other disputes related to this Contract.

      10. In controversial cases, the final document for mutual settlements between the Parties shall be the actual balance of production and consumption of electrical energy in the wholesale electricity market of the Republic of Kazakhstan, provided by the SO NDC.

      11. All disputes related to the conclusion, validity, performance, modification and termination of the Contract, as well as other issues concerning the Contract, shall be considered in court at the location of the Buyer.

6. Force majeure

      12. The Parties shall be not responsible for non-fulfillment and/or improper fulfillment of the terms of the Contract if it was the result of force majeure.

      13. Force majeure shall be an event preventing the execution of the Contract, which is beyond the Parties’ control, not related to their flaws or negligence and has an unforeseen nature.

      14. The affected Party shall notify the other Party of force majeure events within ten calendar days of their occurrence, indicating their nature, causes of occurrence and their expected duration, with the submission of supporting documents.

7. Term of the Contract

      15. This Contract shall come into force on "___" _____ _____.

      16. This Contract shall be valid from "____" ________ 20 ___ through 31 December 20 ___.

      17. This Contract may be modified at the initiative of either Party by entering into an additional agreement to this Contract, except as otherwise provided for in this Contract.

      18. This Contract is made in the Kazakh and Russian languages in two copies of equal legal force.

      19. This Contract was concluded in the city of Nur-Sultan and registered by the Seller in the register of concluded contracts on “___” _______ 20 ___ under № ____.

      Footnote. Paragraph 19 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

8. Details and signatures of the Parties

Salesman

Buyer

________________________________
(full name)

_________________________________
(full name)

Legal
address:_ __________________________

Legal
address:_ ___________________________

Actual
address:_ __________________________

Actual
address:_ ___________________________

Phone fax: ________________________________

Phone fax: _________________________________

Business identification number:
_________________________________

Business identification number:
__________________________________

 
Bank identification code:
________________________________

Bank identification code:
_________________________________

Individual identification code: ________________________________

Individual identification code: _________________________________

________________________________
(Name of the bank)

_________________________________
(Name of the bank)

________________________________
(job title)

_________________________________
(job title)

________________________________
(last name, first name, patronymic (if any)

_________________________________
(last name, first name, patronymic (if any)

p.s. _ (in the presence of)

p.s. _ (if available )


  Appendix 3 to order
№ 480 as of December 28, 2017
of the Minister of Energy of the
Republic of Kazakhstan

Agreement for the sale by the settlement and financial center to qualified conditional consumers of electricity
produced by energy -producing organizations using renewable energy sources, energy waste disposal, and flood electricity

      Footnote. The title is as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 07.04.2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

Standard form

      No. _____________ ___________________________ ____ __________ 20___

      (place of conclusion of the contract)

      _________________________________________________________________________,

      (indicate the full name of the settlement and financial center) registered at the address: Republic of Kazakhstan,

      _______________________________________________________________________________,

      (indicate the legal address) , name, patronymic (if any) acting on the basis of

      ________________________________________________,

      (indicate the basis for the emergence of authority) hereinafter referred to as the "Seller", on the one hand, and

      _______________________________________________________________________________,

      (indicate the full name of the organization representing the qualified conditional consumer) registered at:

      __________________________________ _______________________________________,

      (indicate the location)

      business identification number: __________________________________________, represented

      by ___________________________________________________________________,

      (indicate the position and surname, name, patronymic (if any) acting on the basis of

      ________________________________________________,

      (indicate the basis for the emergence of authority)

      hereinafter referred to as the "Buyer", which is representative of a qualified conditional consumer on the basis of

      ___________________________________________________________________________,

      (indicate the basis for the emergence of powers),

      on the other hand, collectively referred to as the "Parties", and individually as the "Party", taking into account:

      1) The Law of the Republic of Kazakhstan dated July 4, 2009 "On supporting the use of renewable energy sources (hereinafter referred to as the Law);

      2) order of the Minister of Energy of the Republic of Kazakhstan dated March 2, 2015 No. 164 “On approval of the Rules for the centralized purchase and sale by the settlement and financial center of electrical energy produced by facilities for the use of renewable energy sources, facilities for energy waste disposal, and flood electricity, recalculation and redistribution by the settlement and financial center of the corresponding share of electric energy to a qualified conditional consumer based on the results of the calendar year” (registered in the Register of State Registration of Regulatory Legal Acts No. 10662) (hereinafter referred to as the Rules);

      3) Order of the Minister of Energy of the Republic of Kazakhstan dated February 20, 2015 No. 118 “On Approval of the Rules for Determining the Tariff for Support of Renewable Energy Sources” (registered in the Register of State Registration of Regulatory Legal Acts No. 10622) (hereinafter referred to as the Rules for Determining the Tariff for Support of RES);

      4) Decree of the Government of the Republic of Kazakhstan dated March 27, 2014 No. 271 “On approval of the Rules for determining fixed tariffs and maximum auction prices” (hereinafter referred to as the Rules for determining fixed tariffs and maximum auction prices), have concluded this contract for the sale of electricity (hereinafter referred to as the Agreement ) about the following.

1. Terms and definitions

      1. The following basic concepts are used in this Agreement:

      1) Qualified Conditional Consumers (hereinafter - QCC) - a person or a group of persons, which includes conditional consumers and energy -producing organizations using renewable energy sources, owning existing ones (put into operation after January 1, 2018 and not included by the authorized body in the List of energy -producing organizations using renewable energy sources) facilities for the use of renewable energy sources on the right of ownership or on another legal basis, the generated electrical energy of which is consumed in full by this person or group of persons, or sold to consumers at contractual prices in accordance with the concluded bilateral agreements;

      2) supplied electrical energy - all electrical energy produced by a power plant that complies with the norms and requirements of the legislation of the Republic of Kazakhstan, delivered to the point of delivery;

      3) conditional consumers of electrical energy from renewable energy sources, energy recycling of waste and flood electricity (hereinafter referred to as conditional consumers) - energy -producing organizations using coal, gas, sulfur-containing raw materials, oil products and nuclear fuel; subjects of the electricity market purchasing electricity from outside the Republic of Kazakhstan; hydroelectric power plants with installations located in one hydroelectric complex, with a total capacity of more than thirty-five megawatts, with the exception of those put into operation after January 1, 2016;

      4) energy producing organization using renewable energy sources - a legal entity engaged in the production of electrical and (or) thermal energy using renewable energy sources;

      5) business day - a day that is a working day for the Seller;

      6) system operator - a national company that carries out centralized operational and dispatch control, ensuring parallel operation with the power systems of other states, maintaining a balance in the power system, providing system services and purchasing ancillary services from subjects of the wholesale electricity market, as well as transmitting electricity through the national electricity network, its maintenance and maintenance in operational readiness;

      7) the national dispatch center of the system operator (hereinafter referred to as NDC SO) is a subdivision that is part of the structure of the system operator, responsible for the operational management of the unified electric power system of the Republic of Kazakhstan UES of Kazakhstan and the reliability of its operation, including balancing and ensuring the quality of electricity;

      8) the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan (hereinafter referred to as the actual balance) is a document drawn up by the system operator that establishes the targeted distribution of the volumes of electricity produced, supplied and consumed in the decentralized and centralized trade markets, the balancing electricity market for the billing period. The actual balance is the basis for mutual settlements between the subjects of the wholesale electricity market of the Republic of Kazakhstan;

      9) energy -producing organization using energy recycling of waste - a legal entity that produces energy obtained from energy recycling of waste in accordance with the Law and environmental legislation of the Republic of Kazakhstan;

      10) facility for energy waste disposal - a set of technical devices and installations intended for energy waste disposal, and interconnected structures and infrastructure, technologically necessary for energy waste disposal;

      11) commercial metering device - a technical device intended for commercial metering of electrical power, electrical or thermal energy, permitted for use in the manner prescribed by the legislation of the Republic of Kazakhstan;

      12) calendar year - the year of the actual supply of the supplied electricity, starting from 00.00 on the first day of the corresponding year to 24.00 on the last day of the corresponding year;

      13) contract - this Contract for the sale of electricity, concluded between the Seller and the Buyer;

      14) the date of commencement of the commercial operation of the power plant - the date of commencement of a comprehensive test of the electrical installations of the facility for the use of RES;

      15) automated system for commercial metering of electrical energy (hereinafter referred to as AEMS) - a set of measuring instruments and a hardware and software complex for measuring, collecting, processing, storing and transmitting electrical energy metering data.

2. Scope of the Contract

      2. Under the Agreement, the Seller sells and the Buyer buys electricity produced by energy producing organizations using RES, energy waste disposal, flood electricity, at a tariff for supporting renewable energy sources, determined in accordance with the Rules for determining the tariff for supporting RES.

      3. The volume of electrical energy to be purchased by the Buyer shall be calculated in accordance with the Rules.

      4. The Buyer will produce electrical energy at the following RES facilities (information on each RES facility shall be indicated):

      1) the name – __________;

      2) the type of RES facility (depending on the type of the RES used) – _________ (with regard to solar power plants, indicate additionally the type of photovoltaic module and the country of origin of the silicon used);

      3) the sites on which a RES facility is located – cadastral number: – _________, the total area of the land plot – __________ hectares;

      4) the total installed capacity of the generating equipment of the RES facility, broken down by the types of the RES used (MW);

      5) the predicted utilization rate of the installed capacity of the power plant of the RES facility ___;

      6) the point of connection to the electrical network _____________________.

      5. The Buyer shall produce electrical energy at the following power plants (information on each conventional customer shall be indicated):

      1) the name – __________;

      2) the type of the power plant of the conventional customer - _________;

      3) the total installed capacity of the generating equipment of the conventional customer - _____ (MW).

      6. Electrical energy produced by the RES facility, put into operation by the Buyer and supplied to the network of the electric power transmission company during the period of absence or malfunction of commercial meters installed at the delivery point, shall not be taken into account in mutual settlements of the Parties. In this case, the fact and period of absence or malfunction of meters at the RES facility shall be confirmed by a relevant certificate of the electric power transmission company, to whose networks the RES facility is connected.

      7. A document for mutual settlements between the Parties shall be the actual balance of production and consumption of electrical energy in the wholesale electricity market of the Republic of Kazakhstan, provided by the SO NDC.

3. Rights and obligations of the Parties

      8. The Seller shall be obliged to:

      1) quarterly, on or before the 25th (twenty-fifth) day of a month following a reporting quarter, reconcile settlements with or without indication of disagreements;

      2) send an invoice to the Buyer on or before the 20th (twentieth) day of a month following the settlement period of supply of electrical energy, based on a volume reconciliation statement;

      3) immediately notify the Buyer of the change of its name, legal address, business address and other details required for the performance of the Contract.

      9. The buyer is obliged:

      1) daily, until 10:00 a.m. Nur -Sultan time, enter into the automated information system of the system operator information on the forecast volumes of supply to the electricity network for the upcoming operational day;

      2) annually by November 1, send the Seller information on the forecast volumes of generation, supply to the network, supply to energy transmission organizations and consumers of electric energy for the coming year;

      3) on a monthly basis, before the fifth day of the month following the billing month for the supply of electricity from facilities for the use of renewable energy sources, provide the Seller with information on the actual volumes of generation, supply to the grid of electricity or receipt of electricity from outside the Republic of Kazakhstan;

      4) quarterly, by the 25th day of the month following the reporting quarter, reconcile mutual settlements with or without disagreements;

      5) immediately notify the Seller of a change in its name, legal address, actual location and other details necessary to fulfill the terms of the Agreement;

      6) notify the Seller of the date of the comprehensive test of the electrical installations of the facility for the use of renewable energy sources put into operation by the Buyer 30 (thirty) calendar days before the start of the relevant test and represents the forecast volume of generation, supply to the grid of electrical energy for the period until the end of the current year, with a breakdown by months;

      7) notify the Seller within 3 (three) business days from the date of receipt of the relevant invoice and submit a written statement of objections to the Seller if the Buyer disputes the correctness of the invoice;

      8) pay for the amount of electricity agreed by the Parties in the next month after the settlement of the dispute no later than 15 (fifteen) business days;

      9) pay the Seller for the supplied electricity at the tariff for RES support no later than 30 (thirty) calendar days after the end of the billing period.
At the same time, if there is a debt for previous billing periods, first of all, payment is directed to repay this debt. If during the billing period the Buyer paid the Seller an amount exceeding that specified in the invoice, the difference in this excess is automatically credited to the advance payment of the next billing period;

      10) prior to the commissioning of the facility for the use of renewable energy, ensure the functioning of the AEMS at its facility for the use of renewable energy. AEMS must have remote data transmission to regional dispatch centers;

      11) provide the Seller with a copy of the act of acceptance into operation of the facility for the use of renewable energy, put into operation and approved in the manner determined by the legislation of the Republic of Kazakhstan in the field of architectural, urban planning and construction activities, within 5 (five) business days from the date of signing this act;

      12) provide the Seller with a copy of the act of delimitation of the balance sheet ownership and operational responsibility of the parties, signed between the energy transmission organization and the energy producing organization using RES within 5 (five) business days from the date of signing this act;

      13) provide the Seller with a copy of the act of acceptance of the scheme for commercial metering of electric energy, including the layout of commercial and technical metering devices at the facility for the use of renewable energy sources, signed between the energy transmission organization and the energy producing organization using RES within 5 (five) working days from the date of signing this act.

      10. The Seller shall have the right to require the Buyer to comply with the provisions of the Contract.

      11. The Buyer shall have the right to:

      1) require the Seller to comply with the provisions of the Contract.

      2) carry out current or capital repairs of the RES facility, including the replacement of the main generating equipment, provided that the total installed capacity of the generating equipment of the RES facility specified in the Contract is not increased.

4. Liabilities of the Parties

      12. For the delay in payments provided for in the Contract, the Buyer at the request of the Seller shall pay it a penalty in the amount of 0.1% (zero point one tenth percent) of the overdue amount for each calendar day of delay, but not more than 10% (ten percent) of the overdue amount.

      13. For violation of obligations under the Contract, the Parties shall be liable in accordance with the legislation of the Republic of Kazakhstan.

      14. The volumes of electrical energy supplied by the RES facility shall be recorded based on the readings of commercial meters installed at the delivery point.

      15. After ensuring the operation of the ASCME at the RES facility, the Seller shall have the right to use the ASCME data to record and determine the volumes of electrical energy supplied by the RES facility and for commercial settlements between the Seller and the Buyer.

      16. The terms of the Contract may only be modified by mutual agreement of the Parties and this shall be fixed in writing.

      17. The procedure for recalculating and redistributing the relevant share of electrical energy in the name of the Buyer shall be carried out in accordance with the Rules.

5. Dispute resolution

      18. Disputes arising from the Contract shall be settled in accordance with the legislation of the Republic of Kazakhstan.

      19. The Parties shall try to resolve disputes under the Contract through direct negotiations.

      20. If there is a dispute about the volume of electrical energy supplied in a calendar year, the Parties shall be obliged to make efforts to resolve this dispute by negotiation within 15 (fifteen) calendar days of receipt of written objections regarding the volume of electrical energy supplied in a billing month. In the event that the Parties fail to come to an agreement on a dispute regarding the volume of electrical energy supplied in the billing month, the dispute shall be subject to final resolution in court.

      21. In controversial cases, the final document for mutual settlements between the Parties shall be the actual balance of production and consumption of electrical energy in the wholesale electricity market of the Republic of Kazakhstan, provided by the SO NDC.

      22. Each Party shall have the right to apply to a court to resolve a dispute related to the conclusion, validity, performance, modification, suspension and termination of the Contract, as well as resolution of other disputes under the Contract.

      23. All disputes related to the conclusion, validity, performance, modification and termination of the Contract, as well as other issues concerning the Contract, shall be considered in court at the location of the Seller.

6. Force majeure

      24. The Parties shall not be responsible for non-fulfillment and/or improper fulfillment of the terms of the Contract if it was the result of force majeure

      25. Force majeure shall be an event preventing the execution of the Contract, which is beyond the Parties’ control, not related to their flaws or negligence and has an unforeseen nature.

      26. The affected Party shall notify the other Party of force majeure events within ten calendar days of their occurrence, indicating their nature, causes of occurrence and their expected duration, with the submission of supporting documents.

7. Term of the Contract

      27. This Contract shall come into force on the date of commencement of the integrated test of electrical installations of the RES facility, included in the Plan for RES facilities’ deployment and shall be valid until December 31, 20 ___.

8. Terms of modification of the Contract

      28. This Contract may be modified at the initiative of either Party by entering into an additional agreement to this Contract, except as otherwise provided for in this Contract.

9. Other terms of the Contract

      29. This Contract is made in the Kazakh and Russian languages in two copies of equal legal force.

      30. The Contract was concluded in the city of Nur-Sultan and registered by the Seller in the register of concluded contracts on “___” _______ 20 ___ under № ____.

      Footnote. Paragraph 30 is as amended by Order № 295 of the Minister of Energy of the Republic of Kazakhstan as of 29.08.2019 (shall be enforced ten calendar days after its first official publication).

10. Details and signatures of the Parties

Salesman

Buyer

________________________________
(full name)

_________________________________
(full name)

Legal address:_ __________________________

Legal address:_ ___________________________

Actual
address:_ __________________________

Actual
address:_ ___________________________

Phone fax: ________________________________

Phone fax: _________________________________

 
Business identification number: _________________________________

Business identification number: __________________________________

 
Bank identification code: ________________________________

Bank identification code: _________________________________

Individual identification code: ________________________________

Individual identification code: _________________________________

________________________________
(Name of the bank)

_________________________________
(Name of the bank)

________________________________
(job title)

_________________________________
(job title)

________________________________
(last name, first name, patronymic (if any)

_________________________________
(last name, first name, patronymic (if any)

p.s. _ (in the presence of)

p.s. _ (if available ) " ;

 
  Appendix 4
to the order of the Minister of Energy
of the Republic of Kazakhstan
dated December 28, 2017 No. 480

      Standard form

Contract for the purchase by the settlement and financial center of electrical energy
from an energy -producing organization using energy waste disposal at auction prices

      Footnote. The order is supplemented with Appendix 4 in accordance with the order of the Minister of Energy of the Republic of Kazakhstan dated 04.07./2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

      No. _____________ ___________________________ ____ ____________ 20___

      (place of conclusion of the contract)

      ____________________________________________________________________________,

      (indicate the full name of the settlement and financial center)

      registered at the address: Republic of Kazakhstan,

      ____________________________________________________________________________,

      (indicate the legal address)

      name, patronymic (if any) acting on the basis of ____________________________________________________,

      (indicate the basis for the emergence of authority)

      hereinafter referred to as the "Buyer", on the one hand, and ________________________________,

      (indicate the full name of the organization)

      registered at: ________________________________________________________________,

      (indicate location)

      business identification room: ______ ______________________________________________,

      represented by ______________________________________________________________________________,

      (indicate the position and surname, first name, patronymic (if any)

      acting on the basis of ___________________________________________________ _,

      ( indicate the basis for the emergence of authority)

      hereinafter referred to as the "Seller", on the other hand, collectively referred to as the "Parties", and on individually a "Party", taking into account:

      1) Law of the Republic of Kazakhstan dated July 4, 2009 "On support for the use of renewable energy sources" (hereinafter - the Law);

      2) Code of the Republic of Kazakhstan dated January 9, 2007 "Environmental Code of the Republic of Kazakhstan";

      3) order of the Minister of Energy of the Republic of Kazakhstan dated March 2, 2015 No. 164 “On approval of the Rules for the centralized purchase and sale by the settlement and financial center of electrical energy produced by facilities for the use of renewable energy sources, facilities for energy waste disposal, and flood electricity, recalculation and redistribution by the settlement and financial center of the corresponding share of electric energy per qualified conditional consumer based on the results of the calendar year” (registered in the Register of State Registration of Regulatory Legal Acts No. 10662) (hereinafter referred to as the Rules);

      4) Decree of the Government of the Republic of Kazakhstan dated March 27, 2014 No. 271 “On approval of the Rules for determining fixed tariffs and maximum auction prices” (hereinafter referred to as the Rules for determining fixed tariffs and maximum auction prices);

      5) the Seller's application for the conclusion of this agreement (incoming No. _______ dated "___" _________ 20__) in accordance with the appendix to the Rules;

      6) the intention of the Seller to sell to the Buyer the electrical energy produced by the energy waste disposal facility at the auction price, have concluded this contract for the purchase of electrical energy (hereinafter referred to as the Contract) as follows.

1. Terms and definitions

      1. The following basic concepts are used in this Agreement:

      1) auction price - the price for the purchase by the settlement and financial center for the support of renewable energy sources of electric energy produced by the energy waste disposal facility, determined based on the results of the auction and not exceeding the level of the corresponding marginal auction price;

      2) supplied electrical energy - all electrical energy produced by the facility for energy waste disposal, in accordance with the norms and requirements of the legislation of the Republic of Kazakhstan, delivered to the point of delivery;

      3) supply point - the point of connection of the facility for energy waste disposal to the electric networks of the energy transmission organization;

      4) month of supply - the calendar month of the actual supply of supplied electric energy from energy waste disposal facilities, starting from 00.00 on the first day of the corresponding month and ending at 24.00 on the last day of the corresponding month, based on the results of which the final calculations of the volume of purchase and sale of the supplied electric energy are made;

      5) business day - a day that is a business day for the Buyer;

      6) system operator - a national company that carries out centralized operational and dispatch control, ensuring parallel operation with the power systems of other states, maintaining a balance in the power system, providing system services and purchasing ancillary services from subjects of the wholesale electricity market, as well as transmitting electricity through the national electricity network, its maintenance and maintenance in operational readiness;

      7) the national dispatch center of the system operator - a unit that is part of the structure of the system operator, responsible for the operational management of the unified electric power system of the Republic of Kazakhstan and the reliability of its operation, including balancing and ensuring the quality of electricity;

      8) commercial metering device - a technical device designed for commercial metering of electric power, electric or thermal energy, permitted for use in the manner established by the legislation of the Republic of Kazakhstan in the field of electric power industry;

      9) the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan (hereinafter referred to as the actual balance) is a document drawn up by the system operator that establishes the targeted distribution of the volumes of electricity produced, supplied and consumed in the decentralized and centralized trade markets, the balancing electricity market for the billing period. The actual balance is the basis for mutual settlements between the subjects of the wholesale electricity market of the Republic of Kazakhstan;

      10) energy -producing organization using energy recycling of waste - a legal entity engaged in the production of energy received from energy recycling of waste in accordance with the Law and environmental legislation of the Republic of Kazakhstan;

      11) facility for energy waste disposal - a set of technical devices and installations intended for energy waste disposal, and interconnected structures and infrastructure, technologically necessary for energy waste disposal;

      12) financial organization - a legal entity engaged in entrepreneurial activities for the provision of financial services;

      13) contract - this contract for the purchase of electricity, concluded between the Seller and the Buyer;

      14) automated system for commercial metering of electrical energy (hereinafter referred to as ASKUE) - a set of measuring instruments and a hardware and software complex for measuring, collecting, processing, storing and transmitting electrical energy metering data;

      15) date of commencement of commercial operation of the facility for energy waste disposal - the date of commencement of a comprehensive test of the electrical installations of the facility for the use of the Seller's facility for energy waste disposal, in which electrical energy is supplied to the electrical networks of the energy transmission organization.

2. Subject of the Agreement

      2. In accordance with the Agreement, the Seller sells and the Buyer buys the entire volume of electrical energy produced at the Seller's waste energy waste disposal facility and delivered to the point of delivery. The Seller will produce electricity at the following energy waste disposal facility:

      1) name - _________;

      2) land ( s ) plot (s) on which ( s ) the facility for energy waste disposal is located - cadastral number - _________, total area of the land plot - __________ hectare;

      3) the total installed capacity of the generating equipment of the facility for energy waste disposal, defined as the sum of the nominal (indicated in the passport data) capacities of the main generating equipment based on the passport data of the main generating equipment - _____ (MW);

      4) predicted utilization factor of the installed capacity of the facility for energy waste disposal - ____;

      5) point of connection to the electrical network - ______________________.

      3. The price of electric energy under the Contract is the auction price, which is _____ (__________) for 1 (one) kilowatt-hour of electric energy, excluding value added tax. The annual indexation of the auction price is carried out in accordance with the procedure established by the Rules for determining fixed tariffs and marginal auction prices.

      4. A change in the value of the auction price as a result of its indexation or the procedure for indexing the auction price is formalized by signing an additional agreement to the Contract indicating the start date for the application of the relevant changes, determined in accordance with the Rules for determining fixed tariffs and marginal auction prices.

3. Accounting for the volume and payment for electrical energy

      5. Accounting for the volume of supplied electric energy is carried out on the basis of the readings of the Seller's commercial metering devices installed at the point of delivery.

      6. After ensuring the functioning of the AMR at its facility, the Buyer has the right to use the AMR data to account for and determine the volume of electricity supplied by the Seller and commercial settlements between the Seller and the Buyer.

      7. In disputable cases, the final document for mutual settlements between the Parties is the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan, approved by the system operator.

      8. Electric energy produced by the energy waste disposal facility and supplied to the network of the energy transmission organization during the absence or malfunction of commercial metering devices installed at the point of delivery is not paid by the Buyer and is not taken into account in the mutual settlements of the Parties. At the same time, the fact and period of absence or malfunction of commercial metering devices at the Seller must be confirmed by the relevant act of the energy transmission organization, to the networks of which the facility for energy waste disposal is connected.

      9. Payment for electrical energy is carried out by the Buyer within fifteen working days after the expiration of the payment period established for conditional consumers on the basis of the invoice provided by the Seller and the act of reconciliation of volumes.

4. Rights and obligations of the Parties

      10. The seller is obliged:

      1) monthly provide the Buyer with information on the actual daily volumes of generation, supply in the electric power network no later than the 5th (fifth) day of the month following the month of supply;

      2) on a monthly basis, no later than the 5th (fifth) day of the month following the month of delivery, provide the Buyer with an act of reconciliation of volumes and an invoice for the actual volume of electricity supplied to the electric networks;

      3) annually, from January 1 to January 31, reconcile mutual settlements for the past financial year;

      4) monthly provide the settlement and financial center with information on the forecast volumes of generation, supply in the electric power network 10 (ten) calendar days before the month of supply;

      5) annually by November 1, send information on the forecast volumes of generation, supply to the electrical energy network for the coming year, broken down by months;

      6) upon termination of the Agreement on its own initiative, notify the Buyer in writing one month before the expected date of termination;

      7) immediately notify the Buyer of a change in its name, legal address, actual location and details necessary to fulfill the terms of the Agreement;

      8) prior to the start of commercial operation of the energy waste disposal facility, ensure the functioning of the AMR at its energy waste disposal facility. ASKUE must have remote data transmission to the regional dispatch centers of the system operator;

      9) within 10 (ten) working days from the date of signing the act of acceptance of the scheme for commercial metering of electric energy and before the start of a comprehensive test of the facility for energy waste disposal, provide the settlement and financial center with a copy of the act of acceptance of the scheme for commercial metering of electric energy, including the layout of commercial and technical accounting at the energy waste disposal facility, signed between the energy transmission organization and the Seller for the energy waste disposal facility, in respect of which the Agreement has been concluded;

      10) during the stage-by-stage commissioning of the power plants of the energy waste disposal facility, provide a copy of the intermediate act of comprehensive testing of the power plants of the energy waste disposal facility within 5 (five) working days from the date of its signing, but no later than the end of the delivery month during which comprehensive test;

      11) 10 (ten) calendar days before the start of the integrated test, provide a copy of the integrated test program agreed by the system operator and a copy of the ASKUE commissioning certificate;

      12) ensure compliance with the daily schedules for the production of electric energy in accordance with the legislation of the Republic of Kazakhstan in the field of electric power industry;

      13) make timely adjustments to the daily schedule of production and consumption of electrical energy approved by the system operator in accordance with paragraph 46 of the Rules for the provision of services by the system operator, the organization and functioning of the market for system and ancillary services, approved by order of the Minister of Energy of the Republic of Kazakhstan dated December 3, 2015 No. 691 ( registered in the Register of State Registration of Normative Legal Acts No. 12562);

      14) with the installed capacity of the facility for energy waste disposal of at least one megawatt, comply with the operating modes of the generating plants of the facility for energy waste disposal in accordance with the legislation of the Republic of Kazakhstan in the field of electric power industry specified by the system operator;

      15) provide a copy of the act of taking readings of electrical energy commercial metering devices signed between the facility for energy waste disposal and the energy transmission organization to the electric networks of which the facility for energy waste disposal is connected - no later than the 7th (seventh) day of the month following the month of delivery;

      16) provide the settlement and financial center with a copy of the notice of the commencement of construction and installation works of the facility for energy waste disposal, in respect of which the Agreement has been concluded, sent to the state body exercising state architectural and construction control - within 24 (twenty-four) months from the date of signing Agreement;

      17) provide the settlement and financial center with a copy of the act of acceptance into operation of the facility for energy waste disposal in accordance with the legislation of the Republic of Kazakhstan in the field of architectural, urban planning and construction activities, in respect of which the Agreement was concluded - within 60 ( sixty ) months;

      18) provide the settlement and financial center with a copy of the act of delimitation of the balance sheet ownership and operational responsibility of the parties, signed between the energy transmission organization and the Seller for the facility for energy waste disposal, in respect of which the Agreement is concluded - within 10 (ten) business days from the date of signing the act of delimitation of the balance ownership and operational responsibility of the parties and before the start of comprehensive testing of the facility for energy waste disposal;

      19) provide the settlement and financial center with a copy of the certificate of acceptance of the electric energy commercial metering scheme, including the layout of commercial and technical metering devices at the energy waste disposal facility, signed between the energy transmission organization and the Seller for the energy waste disposal facility, in respect of which the Agreement has been concluded - within 10 (ten) working days from the date of signing the act of acceptance of the scheme for commercial accounting of electric energy and before the start of comprehensive testing of the facility for energy waste disposal;

      20) at the request of the settlement and financial center, provide information on the progress of construction of a facility for energy waste disposal;

      21) provide the Buyer with financial security for the fulfillment of the terms of the Agreement in the amount of 100,000 (one hundred thousand) tenge per 1 (one) kW of installed capacity within 30 (thirty) calendar days from the date of signing this Agreement in accordance with the requirements of paragraphs 115-117 of the Rules ;

      22) annually, by October 1, provide information on the availability of credit obligations in foreign currency received for the construction of an energy waste disposal facility;

      23) immediately notify the Buyer of the merger, bankruptcy or liquidation of the Seller;

      24) build a facility for energy waste disposal using new generating units (not previously in operation).

      11. The buyer is obliged:

      1) within 15 (fifteen) calendar days from the date of receipt of the certificate of reconciliation of volumes from the Seller, sign it or, if he does not agree with the Seller's data on the volume of supplied electrical energy, send the Seller his written reasoned refusal with the mandatory attachment of documents within the same period, confirming the validity of such a refusal;

      2) pay the Seller for the entire volume of electricity supplied in the month, specified in the relevant act of reconciliation of volumes, within 15 (fifteen) working days after the expiration of the payment period established for conditional consumers;

      3) annually, from January 1 to January 31, reconcile mutual settlements for the past financial year;

      4) immediately notify the Seller about the change of its name, legal address, actual location and details necessary to fulfill the terms of the Agreement;

      5) upon commissioning of the facility for energy waste disposal within the terms specified in subparagraph 17) of paragraph 10 of this Agreement, return the financial security for the fulfillment of the terms of the Agreement or part thereof within 10 (ten) working days from the date of submission of a written request;

      6) immediately notify the Seller of the merger, bankruptcy or liquidation of the Buyer.

      12. The seller has the right:

      1) require the Buyer to fulfill the terms of the Agreement;

      2) carry out current or major repairs of the facility for energy waste disposal, including with the replacement of the main generating equipment, provided that the total installed capacity of the generating equipment of the facility for energy waste disposal, specified in the Agreement, will not be increased;

      3) assign its current and future rights and claims against the Buyer arising from the Agreement, with the notification of the Buyer before the conclusion of the relevant agreement on the assignment of rights of claim. At the same time, the assignment of the rights and requirements provided for in this subparagraph is carried out after the introduction by the central executive body that manages and intersectoral coordination in the field of supporting the use of renewable energy sources (hereinafter referred to as the authorized body) of the relevant changes to the List of energy -producing organizations of facilities using energy waste disposal, with the provision the Party accepting the rights and claims under this Agreement, financial security in accordance with subparagraph 21) of paragraph 11 of this Agreement, as well as with the conclusion of an appropriate agreement between the Buyer, the Seller and the Party accepting the rights and claims under this Agreement;

      4) fully assign their rights and obligations under the Agreement to a third party in the event of alienation of the facility for energy waste disposal to the same person. In this case, the rights and obligations under the Agreement are transferred to a third party simultaneously with the rights to the facility for energy waste disposal.

      13. The buyer has the right:

      1) require the Seller to fulfill the terms of the Agreement;

      2) withhold the amount of the overpayment from the amounts due to the Seller in future payments, if, following the results of the settlement of disagreements between the Parties on the volume of electricity supplied in the month, it is revealed that the Buyer has paid the Seller an excessive amount;

      3) demand the fulfillment of the obligations of the Seller in accordance with the Agreement and the legislation of the Republic of Kazakhstan in the field of renewable energy sources and electric power industry.

5. Responsibility of the Parties

      14. If the Seller violates the deadlines for providing a copy of the notice of the start of construction and installation works of the facility for energy waste disposal in accordance with subparagraph 16) of paragraph 11 of the Agreement for more than 6 months, the Buyer withholds 30% (thirty percent) of the amount of financial security for the fulfillment of the terms of the Agreement in the manner prescribed by paragraph 98 of the Rules, of which the Seller shall be notified in writing.

      15. If the Seller violates the deadlines for providing a copy of the act of acceptance into operation of the facility for energy waste disposal in accordance with subparagraph 17) of paragraph 10 of this Agreement, the Buyer withholds 100% (one hundred percent) of the amount of financial security for the fulfillment of the terms of the Agreement in the manner prescribed by paragraph 98 of the Rules about which the Seller shall be notified in writing. At the same time, when withholding a part of the financial security for the fulfillment of the terms of the Agreement in accordance with paragraph 15 of this Agreement, it withholds 70% (seventy percent) of the amount of financial security for the fulfillment of the terms of the Agreement in the manner prescribed by paragraph 98 of the Rules.

      16. For delay in payments stipulated by the Agreement, the Buyer, at the request of the Seller, pays him a penalty in the amount of 0.1% (zero point one percent) of the overdue amount for each calendar day of delay, but not more than 10% (ten percent) of the overdue amount .

      17. For violation of the obligations stipulated by the Agreement, the Parties shall be liable in accordance with the legislation of the Republic of Kazakhstan and the terms of the Agreement.

      18. The terms of the Agreement are changed only by mutual agreement of the Parties and are executed in writing.

      19. The buyer is not responsible for the deviation of the actual value of the installed capacity utilization factor from the predicted one, as well as for the actions of third parties, including, but not limited to, those related to dispatching, transmission and distribution of electric energy.

      20. The Buyer shall not be liable to a third party for any and not limited to consequences, including any environmental, financial and social consequences resulting from the construction and (or) operation of an energy waste disposal facility.

      21. The seller is fully responsible to third parties for the environmental, financial and social consequences resulting from the construction and (or) operation of the facility for energy waste disposal.

6. Force majeure

      22. The Parties are not responsible for non-fulfillment and (or) improper fulfillment of the terms of the Agreement, if it was the result of force majeure circumstances.

      23. A force majeure event is an event that prevents the execution of the Agreement, is beyond the control of the Parties, is not related to their miscalculation or negligence and is of an unforeseen nature.

      24. Lack of sufficient funds from the Buyer for any reason is not a force majeure event and does not release the Buyer from liability for late payments.

      25. The Party affected by force majeure is obliged to notify the other Party within ten calendar days from the moment of their occurrence, indicating the nature, reasons for the occurrence of force majeure and their expected duration, with the submission of supporting documents.

7. Actions of the Parties when the Seller attracts a loan from financial institutions for the construction of an energy waste disposal facility.

      26. When the Seller raises financing for the construction of an energy waste disposal facility in financial institutions against the security of cash receipts under this Agreement, the Seller sends the Buyer an appropriate notice of the pledge of cash receipts indicating the period of validity of this notice.

      27. The provision by the Seller to the Buyer of a notification of a pledge of cash receipts expresses the irrevocable and unconditional consent of the Seller for the Buyer to perform the following actions in relation to this Agreement:

      1) making by the Buyer of payments due to the Seller in favor of a financial institution upon receipt of a demand from it (within the limits of monthly payments). Each payment in favor of a financial institution is considered to be the proper fulfillment of the Buyer's financial obligation to the Seller under this Agreement;

      2) replacement of the Seller when the Buyer receives a request from a financial institution about the need for such a replacement. The replacement of the Seller at the request of a financial institution is carried out after the relevant changes are made by the authorized body to the List of energy producing organizations using renewable energy sources in accordance with subparagraph 10-3) of Article 6 of the Law;

      3) provision by the Buyer of information to a financial institution on cases of non-fulfillment of obligations by the Seller to the Buyer under this Agreement, which may lead to termination or suspension of its validity.

8. Dispute Resolution

      28. Disputes arising from the Agreement are subject to resolution in accordance with the legislation of the Republic of Kazakhstan.

      29. All disputes and disagreements arising from the fulfillment by the Parties of their obligations under this Agreement shall be resolved through negotiations.

      30. All disputes related to the conclusion, validity, execution, modification, suspension, and termination of this Agreement, as well as those related to this Agreement, on which an agreement has not been reached between the Parties, are subject to consideration in the established Civil Procedure Code of the Republic of Kazakhstan.

9. Duration of the Agreement and the auction price

      31. The Agreement comes into force from the date of its signing by the Parties.

      32. The contract and the auction price indicated therein shall terminate after 15 (fifteen) years from the date of commencement of a comprehensive test of the electrical installations of the facility for energy waste disposal, in which the generated electricity was issued to the electrical networks of the energy transmission organization.

10. Final provisions

      33. The contract terminates in the following cases:

      1) violation by the Seller of the deadline for commissioning the facility for energy waste disposal, provided for in subparagraph 17) of paragraph 10 of the Agreement;

      2) sales by the Seller during the period of validity of the Agreement of the produced electric energy at contractual prices, in accordance with the concluded bilateral agreements with consumers in accordance with the legislation of the Republic of Kazakhstan on the electric power industry;

      3) violation by the Seller of the deadline for providing financial security for the fulfillment of the terms of the Agreement in accordance with paragraph 95 of the Rules.

      34. All changes and additions to the Agreement are valid only if they are made in writing and signed by authorized representatives of the Parties.

      35. All correspondence between the Parties is carried out in writing by sending letters on paper.

      36. The agreement is drawn up in Kazakh and Russian languages in two copies, having the same legal force.

      37. The contract is concluded in the city of Nur -Sultan, signed by both Parties and registered by the Buyer in the Register of Concluded Contracts "___" ________ 20 ____, No. ____.

      38. All terms of the Agreement are stable, do not depend on changes in the legislation of the Republic of Kazakhstan and are changed only upon agreement with the Buyer.

11. Details and signatures of the Parties

Salesman

Buyer

________________________________
(full name)

_________________________________
(full name)

Legal address:_ _________________________

Legal address:_ __________________________

Actual address:_ _________________________

Actual address:_ __________________________

Phone fax: _______________________________

Phone fax: _________________________________

Business identification number:
_______________________________

Business identification number:
_________________________________

 
Bank identification code:
_______________________________

Bank identification code:
_________________________________

Individual identification code:
_______________________________

Individual identification code:
_________________________________

_______________________________
(Name of the bank)

_________________________________
(Name of the bank)

_______________________________
(job title)

_________________________________
(job title)

_______________________________
(last name, first name, patronymic (if any)

_________________________________
(last name, first name, patronymic (if any)

p.s. _ (in the presence of)

p.s. _ (in the presence of)

  Appendix 5
to the order of the Minister of Energy
of the Republic of Kazakhstan
dated December 28, 2017 No. 480

      Standard form

Contract
for the purchase by the settlement and financial center of electric
energy from an energy producing organization that produces
and supplies flood electric energy to the network, at marginal tariffs

      Footnote. The order is supplemented with Appendix 5 in accordance with the order of the Minister of Energy of the Republic of Kazakhstan dated 04.07.2021 No. 123 (shall be enforced upon the expiry of ten calendar days after its first official publication).

      No. _____________ ___________________________ ____ ____________ 20___

      (place of conclusion of the contract)

      _______________________________________________________________________________,

      (indicate the full name of the settlement and financial center)

      registered at the address: Republic of Kazakhstan,

      _______________________________________________________________________________,

      (indicate the legal address)

      business identification number: ______________________________________________________,

      represented by ___________________________________________________________________,

      (indicate the position and surname, first name, patronymic (if any)

      acting on the basis of ______________________________________________________________,

      (indicate the basis for the emergence of authority) hereinafter referred to as the "Seller", on the one hand,

      and _______________________, ( indicate the full name of the organization) registered at the address:

      ________________________________________________, (indicate the location)

      business identification number: ________________________________________________,

      represented by __________________________________________________________________________,

      (indicate the position and surname, name, patronymic (if any) acting on the basis

      of _________________________________________________,

      (indicate the basis for the emergence of authority)

      hereinafter referred to as the "Buyer", on the other hand, collectively referred to as the "Parties", and individually as the "Party ”, taking into account:

      1) the Law of the Republic of Kazakhstan dated July 4, 2009 “On Supporting the Use of Renewable Energy Sources” (hereinafter referred to as the Law);

      2) Law of the Republic of Kazakhstan dated July 9, 2004 "On Electricity";

      3) Order of the Minister of Energy of the Republic of Kazakhstan dated March 2, 2015 No. 164 “On approval of the Rules for the centralized purchase and sale of electric energy by the settlement and financial center produced by facilities for the use of renewable energy sources, energy waste disposal facilities, and flood electricity, recalculation and redistribution by the settlement and financial center of the corresponding share of electric energy per qualified conditional consumer based on the results of the calendar year” (registered in the Register of State Registration of Regulatory Legal Acts No. 10662) (hereinafter referred to as the Rules).

1. Terms and definitions

      1. The following basic concepts are used in this Agreement:

      1) point of delivery - connection (connection system) at the border of the balance sheet belonging of the Seller and energy transmission organizations, where the Seller supplies flood electricity to the Buyer;

      2) month of supply - the calendar month of the actual supply of supplied electric energy from facilities for the use of flood electricity, starting from 00.00 on the first day of the corresponding month and ending at 24.00 on the last day of the corresponding month, based on the results of which the final calculations of the volume of purchase and sale of the supplied electric energy are made;

      3) supplied flood electric energy - all flood electric energy supplied to the point of supply, produced by the power plant during the period of environmental releases, in accordance with the norms and requirements of the legislation of the Republic of Kazakhstan;

      4) working day - a working day for the Buyer;

      5) system operator - a national company that carries out centralized operational and dispatch control, ensuring parallel operation with the energy systems of other states, maintaining a balance in the energy system, providing system services and purchasing ancillary services from wholesale electricity market entities, as well as transmitting electricity through the national electricity network, its maintenance and maintenance in operational readiness;

      6) the national dispatch center of the system operator (hereinafter referred to as NDC SO) - a subdivision that is part of the structure of the system operator, responsible for the operational management of the unified electric power system of the Republic of Kazakhstan and the reliability of its operation, including balancing and ensuring the quality of electricity;

      7) commercial metering device - a technical device designed for commercial metering of electric power, electric or thermal energy, permitted for use in the manner established by the legislation of the Republic of Kazakhstan in the field of electric power industry;

      8) calendar year - the year of the actual supply of the supplied electricity, starting from 00:00 on the first day of the corresponding year to 24:00 on the last day of the corresponding year;

      9) the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan (hereinafter referred to as the actual balance) is a document drawn up by the system operator that establishes the targeted distribution of the volumes of electricity produced, supplied and consumed in the decentralized and centralized trade markets, the balancing electricity market for the billing period. The actual balance is the basis for mutual settlements between the subjects of the wholesale electricity market of the Republic of Kazakhstan;

      10) flood electrical energy - electrical energy generated by energy -producing organizations (hydroelectric power plants) during the period of environmental water releases in accordance with the water legislation of the Republic of Kazakhstan in the amount in accordance with the actual balance of production and consumption of electrical energy in the Republic of Kazakhstan and sold to the settlement and financial center at the maximum tariff for electrical energy in the manner prescribed by law;

      11) agreement - this Contract for the sale of electricity, concluded between the Seller and the Buyer;

      12) marginal tariff for electric energy - approved by the authorized body in charge of the electric power industry, for a period of seven years, the maximum value of the selling tariff (price) for a group of energy producing organizations selling electric energy, taking into account the costs of generating electric energy, purchasing electricity from the settlement and financial center for the support of renewable energy sources and a fixed profit determined according to the methodology established by the authorized body in charge of the electric power industry.

      Footnote. Clause 1 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 12.08.2021 No. 261 (shall be enforced upon the expiry of ten calendar days after the day of its first official publication).

2. Subject of the Agreement

      2. In accordance with the Agreement, the Seller sells and the Buyer buys the entire volume of flood electricity produced at the Seller's facility and delivered to the point of delivery. The seller will produce flood electricity at the following facility:

      1) name - _____________________________________________;

      2) the total installed capacity of the generating equipment of the conditional consumer - _____ (CC).

      3) point of connection to the electrical network - ____________________.

      Footnote. Paragraph 2 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 12.08.2021 No. 261 (shall be enforced upon the expiry of ten calendar days after the day of its first official publication).

3. Accounting for the volume and payment for electrical energy

      4. The final document for mutual settlements between the Parties is the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan, provided by NDC SO.

      5. Payment for flood electric energy is carried out by the Buyer within fifteen working days after the expiration of the payment period established for conditional consumers on the basis of the invoice provided by the Seller and the act of reconciliation of volumes.

      Footnote. Clause 5 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 12.08.2021 No. 261 (shall be enforced upon the expiry of ten calendar days after the day of its first official publication).

4. Rights and obligations of the Parties

      6. The Seller shall:

      1) provide the Buyer with information on the actual daily volumes of generation, supply in the electrical energy network no later than the 5th (fifth) day of the month following the month of flood electricity supply;

      2) send the invoice to the Buyer no later than the 20th (twentieth) date of the month following the estimated period for the supply of electricity on the basis of the act of reconciliation of volumes;

      3) quarterly, by the 25th (twenty-fifth) day of the month following the reporting quarter, reconcile mutual settlements with or without disagreements;

      4) provide to the settlement and financial center information on the forecast volumes of generation, supply in the flood electric energy network 10 (ten) calendar days before the month of delivery;

      5) immediately notify the Buyer of a change in its maximum tariff, name, legal address, actual location and other details necessary to fulfill the terms of the Agreement;

      6) ensure compliance with su exact schedules for the production of electrical energy in accordance with the legislation of the Republic of Kazakhstan in the field of electric power industry.

      7. The buyer shall:

      1) within 15 (fifteen) calendar days from the date of receipt of the certificate of reconciliation of volumes from the Seller, sign it or, if he does not agree with the Seller's data on the volume of supplied flood electricity, send the Seller his written reasoned refusal with the mandatory attachment of documents within the same period , confirming the validity of such a refusal;

      2) pay the Seller for the entire volume of flood electricity supplied in the month indicated in the actual balance sheet and issued on its basis by the Seller in the relevant act of reconciliation of volumes, within 15 (fifteen) working days after the expiration of the payment period established for conditional consumers;

      3) annually in the period from the first to the thirty-first of January, conduct a reconciliation of mutual settlements for the past financial year;

      4) immediately notify the Seller of a change in its name, legal address, actual location and details necessary to fulfill the terms of the Agreement.

      Footnote. Clause 7 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated August 12, 2021 No. 261 (shall be enforced upon the expiry of ten calendar days after the day of its first official publication).

      8. The Seller has the right to:

      1) require the Buyer to fulfill the terms of the Agreement;

      2) demand the fulfillment of the Seller's obligations in accordance with the Agreement and the legislation of the Republic of Kazakhstan in the field of renewable energy sources and electric power industry.

      9. The Buyer has the right to:

      1) require the Seller to fulfill the terms of the Agreement;

      2) withhold the amount of the overpayment from the amounts due to the Seller in future payments, if, following the results of the settlement of disagreements between the Parties on the volume of electricity supplied in the month, the fact of the payment by the Buyer to the Seller of the excess amount is revealed;

      3 ) demand the fulfillment of the obligations of the Seller in accordance with the Agreement and the legislation of the Republic of Kazakhstan in the field of renewable energy sources and electric power industry.

5. Responsibility of the Parties

      10. For delay in payments stipulated by the Agreement, the Buyer, at the request of the Seller, pays him a penalty in the amount of 0.1% (zero point one percent) of the overdue amount for each calendar day of delay, but not more than 10% (ten percent) of the overdue amount .

      11. For violation of the obligations stipulated by the Agreement, the Parties shall be liable in accordance with the legislation of the Republic of Kazakhstan and the terms of the Agreement.12. The terms of the Agreement are changed only by mutual agreement of the Parties and are executed in writing.13. The Buyer is not responsible for the actions of third parties, including, but not limited to, those related to the dispatching, transmission and distribution of electrical energy.

6. Dispute Resolution

      14. Disputes arising from the Agreement are subject to resolution in accordance with the legislation of the Republic of Kazakhstan.

      15. All disputes and disagreements arising from the fulfillment by the Parties of their obligations under this Agreement shall be resolved through negotiations.

      16. If there is a dispute about the volume of flood electricity supplied in a calendar year, the Parties are obliged to make efforts to resolve this dispute through negotiations within 15 (fifteen) calendar days from the date of receipt of written objections regarding the volume of electricity supplied in the billing month. If the parties disagree on the dispute on the volume of electricity supplied in the billing month, the dispute is subject to final resolution in court.

      Footnote. Clause 16 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 12.08.2021 No. 261 (shall be enforced ten calendar days after the day of its first official publication).

      17. In disputable cases, the final document for mutual settlements between the Parties is the actual balance of production and consumption of electricity in the wholesale electricity market of the Republic of Kazakhstan, provided by NDC SO.

      18. All disputes related to the conclusion, validity, execution, modification, suspension, and termination of this Agreement, as well as related to this Agreement, on which an agreement has not been reached between the Parties, are subject to consideration in the state court at the location of the Buyer.

7. Force majeure

      19. The Parties shall not be liable for non-performance and / or improper performance of the terms of the Agreement, if it was the result of force majeure circumstances.

      20. A force majeure event is an event that prevents the execution of the Agreement, is beyond the control of the Parties, is not related to their miscalculation or negligence and is of an unforeseen nature.

      21. The Party affected by force majeure is obliged to notify the other Party within 10 (ten) calendar days from the moment of their occurrence, indicating the nature, reasons for the occurrence of force majeure and their expected duration with the submission of supporting documents.

8. Duration of the Agreement

      22. This Agreement shall enter into force on "___" _____ _____.

      23. The term of this Agreement is from "___" ______ 20 ___ to ____ 20 ___.

9. Terms of the Agreement

      24. This Agreement is drawn up in the Kazakh and Russian languages in two copies, having the same legal force.

      25. This agreement is concluded in the city of Nur -Sultan and registered by the Buyer in the register of concluded agreements "___" _______ 20 ___ year No. ____.

10. Conditions for amending the Agreement

      26. The Agreement is amended by agreement of the Parties by concluding an additional agreement to the Agreement.

      Footnote. Clause 26 - as amended by the order of the Minister of Energy of the Republic of Kazakhstan dated 12.08.2021 No. 261 (shall be enforced upon the expiry of ten calendar days after the day of its first official publication).

11. Details and signatures of the Parties

Salesman

Buyer

______________________________
(full name)

________________________________
(full name)

Legal address:_ ________________________

Legal address:_ __________________________

Actual address:_ ________________________

Actual address:_ __________________________

Phone fax: ______________________________

Phone fax: ________________________________

Business identification number:
______________________________

Business identification number:
________________________________

Bank identification code:
______________________________

Bank identification code:
________________________________

Individual identification code: ______________________________

Individual identification code: ________________________________

______________________________
(Name of the bank)

________________________________
(Name of the bank)

______________________________
(job title)

________________________________
(job title)

_______________________________
(last name, first name, patronymic (if any)

________________________________
(last name, first name, patronymic (if any)

p.s. _ (in the presence of)

p.s. _ (in the presence of)