Terms, Conditions & Disclosure Statement
Electricity & Natural Gas Price Supply Agreement
Agway Energy Services
New York State

1. Term. Customer will begin receiving electricity and/or natural gas at the time of the first scheduled meter reading by the Local Distribution Utility ("Utility") after the date on which Customer is eligible to participate in that Utility's Retail Access Program. Agway Energy Services's supply of energy to Customer shall continue until the first scheduled meter reading occurring 24 months thereafter ("Initial Term"). This Agreement shall automatically renew for successive one year periods ("Renewal Term") unless either party notifies the other party in writing thirty (30) days prior to the last meter reading date which is the annual date of termination. By executing or approving this Agreement Customer agrees to initiate service and begin enrollment. Customer may fax a copy of the signed Agreement to Agway Energy Services. The residential customer may rescind the Sales Agreement within 3 business days after receipt of the written copy of the Sales Agreement by calling Agway Energy Services at 1-888-982-4929
2. Price.
   • For the fixed rate customer, prices listed in this offer shall remain in effect for the Initial Term and each Renewal Term unless Agway Energy Services provides notice in writing to Customer at least forty-five (45) days before the end of the Initial or Renewal Term, as the case may be, of a new price that would go into effect at the beginning of the Renewal Term.
   • For the SmartRate variable price Customer, decreases or increases in price are determined by underlying wholesale commodity costs and may change monthly. We cannot predict whether the wholesale cost of natural gas will decrease or increase at any time.
   • Customers who choose to exercise the option of converting to Agway Energy Services's natural gas fixed rate may do so one time during the term of their Agreement. The fixed price will be determined at the time of their call and will remain in effect for 12 months.
3. Agency. Customer hereby appoints Agway Energy Services as agent for the purposes of acquiring the supplies necessary to meet your electricity and/or natural gas needs; arranging to deliver electricity and/or natural gas to You.
4. Title. All electricity and natural gas sold under this Agreement shall be delivered to a location considered the "Point of Delivery," which for gas shall be at a location outside the State of New York, and for electricity shall be at the NY ISO Agway Energy Services load bus, and shall constitute the point at which the sale occurs and title passes from Agway Energy Services to the Customer.
5. Measurement. The measurement of the quantity of electricity and/or gas delivered under this Agreement shall be determined by the meter readings performed by the Utility.
6. Billing and Payment. Unless otherwise agreed to in writing, Agway Energy Services will invoice monthly for gas and/or electricity supplied under this Agreement. Customer will pay each invoice in full within twenty (20) calendar days of the invoice date or be subject to a late payment charge of 1.5% per month. Customer may receive a single invoice for both commodity and delivery costs from either Agway Energy Services or the local utility on each of the local utility or Agway Energy Services may invoice separately. Customer payments remitted in response to a consolidated bill shall be pro-rated in accordance with procedures adopted by the New York State Public Service Commission. In the event Customer fails to provide payment when due, Agway Energy Services will have the right to terminate commodity service and to seek suspension of service in conformance with the Home Energy Fair Practices Act ("HEFPA"). Agway Energy Services reserves the right to pass along increases in Utility charges applied directly to Agway Energy Services (e.g. accounts receivable billing charges, etc.) which are a result of Public Service Commission orders or actions.
7. Switching Procedures. Customer may choose Agway Energy Services as an alternative energy provider via telephone which is confirmed through an independent third party verification service. Agway Energy Services also confirms a switch by sending Customer a copy of this Agreement. This Agreement shall be deemed fully accepted and binding upon the first delivery of energy to Customer. Agway Energy Services's completion of this delivery and Customer's acceptance of such delivery will cause this Agreement to be in full force and effect.
8. Emergency Service Contacts. In the event of a gas leak, electric power outage or other emergency, please use the following toll-free numbers to directly contact your utility:
   • National Grid: 1-800-642-4272
9. Dispute Resolution. In the event of a billing dispute or a disagreement involving any essential element of this Agreement, Agway Energy Services will use its best efforts to resolve the dispute. If the dispute is not resolved within 45 days, it may be submitted by either party to the Complaint Handling Procedures ("Procedures") of the Department of Public Service ("DPS"). The Customer shall submit payment as required under the Procedures during the time frame of the dispute, and such payment shall be refunded if warranted by the DPS decision.
10. Customer Protections. The services provided by Agway Energy Services are protected by the terms and conditions of this Agreement, and the Home Energy Fair Practices Act (HEFPA). Agway Energy Services will provide at least fifteen (15) calendar days notice prior to any cancellation of service to Customer. In the event of non-payment of any charges owed to Agway Energy Services, the Customer may be subject to termination of commodity service and the suspension of distribution service under procedures approved by the DPS. Customer may obtain additional information by contacting Agway Energy Services at 1-888-982-4929, or the Public Service Commission (PSC) at 1-800-342-3377, or by writing the DPS at: New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at: http://www.dps.state.ny.us/. The PSC will monitor complaints against all energy companies, and an excessive number of complaints may result in an energy company no longer being eligible to supply electricity or natural gas in New York State. The PSC Complaint number is 1-888-697-7728. The residential Customer may rescind this Agreement within three (3) business days after the signing or receipt of this Agreement, whichever comes first.
11. Default Liability. Under no circumstances shall Customer or Agway Energy Services be liable for any direct, punitive, incidental, consequential, exemplary, indirect, third-party claims or other damages whether such claims are based on contract, warranty, tort, negligence, strict liability or otherwise, or for lost profits arising from a breach of this Agreement.
12. Choice of Laws. Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the State of New York. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to application of its conflicts of laws and principles.
13. No Warranties. Unless otherwise expressly set forth in this Agreement, Agway Energy Services provides and Customer receives no warranties, express or implied, statutory, or otherwise and Agway Energy Services specifically disclaims any warranty of merchantability or fitness for a particular purpose.
14. Force Majeure. The term "Force Majeure" as used in this Agreement shall mean any act or cause not reasonably within the control of Agway Energy Services and which by the exercise of due diligence, Agway Energy Services is unable to prevent or overcome, including but not limited to, any act or cause which is deemed a "Force Majeure" by the Utility or any transportation or transmitting entity. If Agway Energy Services is rendered unable, wholly or in part, by Force Majeure to perform or comply with any obligations or conditions of this Agreement, we shall give immediate notice to the maximum extent practicable in writing and provide reasonably full particulars to the other party. Such obligations or conditions, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, and Agway Energy Services shall be relieved of liability and shall suffer no prejudice for failure to perform the same during the period. If Agway Energy Services claims suspension of obligations, we must in good faith attempt to mitigate and/or terminate the Force Majeure. If at some future date there is a change in any law, rule, regulation or pricing structure whereby Agway Energy Services is prevented, prohibited or frustrated from carrying out the terms of the Agreement, then, at the sole discretion of Agway Energy Services, this Agreement may be cancelled.
15. Taxes and Laws. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description, due and payable with respect to Customer's performance of its obligations under this Agreement, shall be paid by Customer. The parties' obligations under this Agreement are subject to any validly issued present and future legislation, orders, rules, regulations of a duly constituted governmental authority having jurisdiction over this Agreement or the services to be provided herein.
16. Assignment. The Customer may not assign its interest or obligations under this Agreement without the written consent of Agway Energy Services. Agway Energy Services may sell, transfer, pledge, or assign the accounts, revenues, proceeds hereof in connection with any financial agreement. Agway Energy Services may assign this Agreement to another energy supplier, energy services company, or other entity authorized by the DPS.
17. Authorization. The Customer authorizes Agway Energy Services to obtain and review information regarding the Customer's credit history from credit agencies and the local utility and consumption history, billing determinant and credit information from the local utility. This information will be used by Agway Energy Services to determine whether it will and continue to provide supply service to the Customer and will not be disclosed to a third-party unless required to do so under law. This authorization will remain in effect during the Term and any renewal term of this Agreement. Acceptance of this Agreement is an authorization for the release of the information. Customer may rescind this authorization at any time by providing written notice thereof to Agway Energy Services. Agway Energy Services reserves the right to cancel this Agreement in the event Customer rescinds this authorization.