Course 05 of 20 · Natural Gas Desk Academy

Purchase & Industrial Supply Agreements

Stage B, Physical contracting and daily operations. Level 3 of 10.

The clause architecture of a gas purchase and industrial supply agreement, including quantity obligations, pricing clauses, delivery point and remedies.

128 chapters · 12 modules · every chapter one 8 to 10 minute explainer · builds on: Course 01, Course 02, Course 03

Enrol or enquire See the 128 chapters
How a chapter is sized

One chapter is one idea taken to the point of use

Each chapter is a single self-contained explainer of 8 to 10 narrated minutes, covering one idea to the point where you can use it.

Chapters run in order. Each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

12 modules · 128 chapters

Open any module for its full chapter list, in teaching order.

M0 The Gas Contract as an Instrument Ch 1-11
  1. Why a Gas Contract Looks Nothing Like a Cargo Contract
  2. The Master Agreement and Confirmation Structure
  3. What a Confirmation Must Carry to Be Complete
  4. The Wholesale Standard Form and What It Allocates
  5. The Elections and Annexes Nobody Reads
  6. The Industrial Supply Agreement as a Different Animal
  7. Reading a Clause That Fires Every Gas Day
  8. Shall, May and the Endeavours Standards
  9. Defined Terms: Day, Month and the Contract Year
  10. Order of Precedence Between Confirmation, Annex and Form
  11. Heads of Terms, Tender Promises and the Entire Agreement Clause
M1 Formation, Parties and Authority Ch 12-21
  1. Negotiating Against a Utility's Standard Supply Conditions
  2. Recap, Firm Offer and the Moment of Binding
  3. The Signing Entity, the Licence and the Registered Shipper
  4. Who Can Commit the Company to Ten Years of Supply
  5. Conditions Precedent Before Gas Can Flow
  6. Energy Brokers, Third-Party Intermediaries and Who Owes the Supply Obligation
  7. Transferring a Live Supply Agreement When the Site Changes Hands
  8. Variation by Conduct Over a Three-Year Supply Relationship
  9. Screen Trades, Supplier Portals and the Terms You Clicked Past
  10. Confidentiality, Notices and the Boilerplate That Decides Cases
M2 Quantity Obligations Ch 22-33
  1. The Quantity Clause as the Heart of the Deal
  2. Contract Quantity, Daily Contract Quantity and Base Load
  3. Firm: What the Word Actually Obliges
  4. Interruptible: Who Holds the Option and What It Costs
  5. Maximum and Minimum Daily Quantity
  6. Drafting the Tolerance Band Around a Nomination
  7. Load Factor, Shape and the Quantity Profile Schedule
  8. Requirements Contracts and the Full Supply Obligation
  9. Take-or-Pay as a Quantity Obligation
  10. Curtailment and Priority of Supply in the Clause
  11. The Forecast Obligation and the Duty to Inform
  12. A Worked Quantity Article, Read End to End
M3 The Pricing Clause Ch 34-46
  1. What a Pricing Clause Has to Do
  2. The Fixed Price Clause and Its Hidden Assumptions
  3. Citing an Index So the Clause Is Self-Executing
  4. The Pricing Period and the Averaging Window
  5. Differentials, Adders and the Negotiated Spread
  6. Formula Pricing and the Order of Operations
  7. Rounding, Decimals and the Unit of Account
  8. Tiered and Block Pricing for an Industrial Load
  9. Capped, Collared and Floor Price Clauses
  10. The Index Disappears: Fallback and Substitute Price Clauses
  11. Price Review and Reopener Clauses
  12. Pass-Through Clauses for Tax, Levy and Network Cost
  13. A Worked Pricing Clause, Tested Against Four Months
M4 Delivery Point, Title and Measurement Rights Ch 47-56
  1. The Delivery Point as a Contractual Location
  2. Title Transfer, Risk of Loss and the Moment They Split
  3. Delivered, Ex-Works and the Who-Arranges-Transport Question
  4. Title Tracking Through a Chain of Back-to-Back Sales
  5. Warranty of Title and Freedom from Encumbrance
  6. Multiple Delivery Points and the Allocation Between Them
  7. Changing the Delivery Point Mid-Term
  8. Pressure, Flow Rate and Delivery Conditions in the Clause
  9. The Metering Clause: What the Contract Says About Measurement
  10. Meter Failure, Check Meters and the Estimation Clause
M5 Quality Specification as a Contract Term Ch 57-66
  1. Quality as a Promise, Not a Property
  2. Writing the Specification Table
  3. Heating Value as a Contract Parameter
  4. Contaminant Limits and Why Each One Is There
  5. Off-Specification Gas: Reject, Accept or Accept With Adjustment
  6. The Damage Caused by Off-Spec Gas and Who Pays
  7. Sampling, Testing and the Umpire Analysis Clause
  8. Odorisation, Blending and Non-Conventional Gas Content
  9. Quality Indemnities and the Limitation of Liability
  10. A Worked Quality Dispute From Sample to Settlement
M6 Invoicing, Payment and Netting as Drafted Ch 67-76
  1. The Invoicing Clause as the Parties Drafted It
  2. Payment Terms, Due Dates and the Business Day Convention
  3. Late Payment Interest and Default Interest Drafting
  4. The Disputed Invoice Clause: Pay Now, Argue Later
  5. Netting, Set-Off and the Single Payment Clause
  6. Taxes, Withholding and the Gross-Up Clause
  7. Billing Cycles, Estimated Bills and True-Up Language
  8. Currency, Conversion and the Exchange Rate Source
  9. Audit and Records Access Rights
  10. Invoicing an Industrial Customer Versus a Wholesale Counterparty
M7 Remedies for Failure to Deliver and Failure to Take Ch 77-87
  1. What a Remedy Clause Is For
  2. Failure to Deliver: The Cover Damages Formula
  3. Proving the Replacement Price
  4. Failure to Take: The Resale Damages Formula
  5. The Duty to Mitigate and Act Reasonably
  6. Liquidated Damages and the Penalty Problem
  7. Consequential Loss Exclusions and What They Really Exclude
  8. Liability Caps, Baskets and the Aggregate Limit
  9. Sole Remedy, Exclusive Remedy and Election Clauses
  10. Specific Performance, Injunction and Self-Help
  11. A Worked Shortfall Claim, Notice to Settlement
M8 Force Majeure, Change of Law and Excused Performance Ch 88-97
  1. Force Majeure as a Defined Event, Not a General Excuse
  2. The Enumerated List and the Catch-All Wording
  3. Causation, Prevention and the Beyond-Reasonable-Control Test
  4. Testing Financial, Price and Supplier-Failure Exclusions
  5. Notice, Evidence and the Procedural Trap
  6. The Consequences of a Valid Claim
  7. The Mitigation and Resumption Duties During Relief
  8. Prolonged Force Majeure and the Termination Right
  9. Change of Law, Tax Change and Hardship Clauses
  10. Upstream Failure, Transport Failure and the Pass-Through of Relief
M9 Credit Support and Financial Assurance Clauses Ch 98-106
  1. Credit as a Clause Rather Than a Credit Decision
  2. Material Adverse Change and the Trigger Definition
  3. The Credit Limit, the Exposure Calculation and the Threshold
  4. Demanding Security: Notice, Form and Timing
  5. Prepayment, Deposit and Cash Security Drafting
  6. Referencing a Letter of Credit or Guarantee in the Clause
  7. Suspension, Acceleration and the Right to Stop Delivering
  8. Insolvency, Automatic Termination and Close-Out Drafting
  9. Credit Drafting for a Weak but Necessary Customer
M10 Term, Termination, Governing Law and Disputes Ch 107-117
  1. Term, Commencement and the Evergreen Clause
  2. Renewal, Extension and the Renegotiation Window
  3. Termination for Cause and the Cure Period
  4. Termination for Convenience and the Break Fee
  5. What Survives Termination
  6. Governing Law and Why It Is Chosen Before the Dispute
  7. Jurisdiction, Arbitration and the Expert Determination Route
  8. The Escalation Ladder and Good-Faith Negotiation Clause
  9. Limitation Periods and the Claim You Lost by Waiting
  10. Sanctions, Compliance and Anti-Bribery Undertakings
  11. Interpretation, Ambiguity and Contra Proferentem
M11 The Industrial Supply Agreement End to End Ch 118-128
  1. The Industrial Customer's Contract Needs, Site by Site
  2. Connection, Metering Ownership and Site Access Clauses
  3. Multi-Site and Portfolio Supply Agreements
  4. Switching, Exclusivity and the Incumbent Supplier Clause
  5. The Term Sheet to Contract Negotiation, Clause by Clause
  6. Reading an Unfamiliar Agreement in Ninety Minutes
  7. Building a Clause Register for a Live Contract
  8. Back-to-Back Alignment Between Purchase and Sale
  9. A Full Industrial Supply Agreement, Worked End to End
  10. The Same Deal Twelve Months In
  11. What Contract Drafting Cannot Fix

The brochure gives each of these 128 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 5 of twenty

It stands alone, and it is also the entry point to the Natural Gas Desk Academy pathway.

Enrol or enquire See the whole pathway