Circular No. 18/2020/TT-BCT stipulates on the development of projects and model power purchase agreements applicable to solar power projects.

 

CIRCULAR

REGULATIONS ON THE DEVELOPMENT OF SOLAR POWER PROJECTS AND MODEL ELECTRICITY PURCHASE AND SALE CONTRACTS APPLICABLE TO SOLAR POWER PROJECTS

Pursuant to Decree No. 98/2017/NĐ-CP dated August 18, 2017, of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Industry and Trade;

Pursuant to Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister on mechanisms to encourage the development of solar power projects in Vietnam;

At the proposal of the Director of the Electricity and Renewable Energy Department,

The Minister of Industry and Trade issues this Circular regulating the development of grid-connected solar power projects, rooftop solar power systems, and model electricity purchase and sale contracts applicable to grid-connected solar power projects and rooftop solar power systems in Vietnam.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular applies to organizations and individuals participating in the development of solar power in Vietnam and other related organizations and individuals.

Article 2. Applicability

1. Wp, kWp, MWp are units of measurement for the peak power achieved by photovoltaic solar panels under standard conditions as published by the manufacturer.

Article 3. Explanation of Terms

2. The land and water area with a term of use for grid-connected solar power projects is the total area for construction of facilities (including power plant buildings and substation, excluding transmission lines and access roads to the power plant).

DEVELOPMENT OF SOLAR POWER

Chapter II

Article 4. Development of Grid-Connected Solar Power Projects

1. Electricity Purchase Price

a) For grid-connected solar power projects that have been decided on investment orientation by competent authorities before November 23, 2019 and whose commercial operation date (completion of initial tests for the entire or part of the project as prescribed; obtaining a power business license from the competent authority in the field of power generation; the seller and buyer agreeing on meter readings to start payment) falls between July 1, 2019 and December 31, 2020, such projects or parts thereof shall apply the electricity purchase price table for grid-connected solar power projects at the point of delivery as stipulated in the Appendix to Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister approving mechanisms to encourage the development of solar power in Vietnam.

The capacity of a part or the whole project with a commercial operation date before January 1, 2021 within the cumulative capacity not exceeding 2,000 MW shall apply the electricity selling price specified in Clause 3, Article 5 of Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister approving mechanisms to encourage the development of solar power in Vietnam;

The capacity of a part or the whole project not included in the cumulative capacity of 2,000 MW, which has been decided on investment orientation by competent authorities before November 23, 2019 and whose commercial operation date falls between July 1, 2019 and December 31, 2020, shall apply the electricity selling price specified in Clause 1, Article 5 of Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister approving mechanisms to encourage the development of solar power in Vietnam.

2. The contents of the basic design dossier of the project must comply with current laws and the following requirements:

a) Characteristics of the area, solar radiation potential of the project;

b) Assessment of the impact of the interconnection plan of the solar power project on the safe and stable operation of the power system in the region;

c) Design and connection of the SCADA system or dispatch information.

3. The land and water area with a term of use for the project shall not exceed 1.2 hectares per 1 MWp.

3. The land and water surface area with a lease term for the project shall not exceed 1.2 hectares per 1 MWp.

Article 5. Development of rooftop solar power systems

a) For grid-connected solar power projects that have been decided on investment orientation by competent authorities before November 23, 2019 and whose commercial operation date (completion of initial tests for the entire or part of the project as prescribed; obtaining a power business license from the competent authority in the field of power generation; the seller and buyer agreeing on meter readings to start payment) falls between July 1, 2019 and December 31, 2020, such projects or parts thereof shall apply the electricity purchase price table for grid-connected solar power projects at the point of delivery as stipulated in the Appendix to Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister approving mechanisms to encourage the development of solar power in Vietnam.

b) The electricity purchaser is not the Vietnam Electricity Corporation: The seller and buyer of electricity shall negotiate the price for buying and selling electricity.

2. Procedures for implementing rooftop solar power systems

b) The electricity purchaser provides comments on the possibility of connecting and transmitting the capacity of the rooftop solar power system registered by the electricity seller to the electricity purchaser's power grid. The response time does not exceed 5 working days from the date the electricity purchaser receives the registration from the electricity seller.

c) The electricity seller and the electricity purchaser implement the agreement to connect the rooftop solar power system of the electricity seller to the electricity purchaser's power grid. In cases where the rooftop solar power system of the electricity seller connects to a power grid that is not owned by the electricity purchaser or the distribution and retail power grid, the electricity purchaser and the electricity seller agree with the organization or individual who is the owner of the power grid to implement the connection agreement. The signing period for the connection agreement does not exceed 5 working days from the date the electricity purchaser receives the complete connection application documents and the approval document for connection from the power grid owner (if any).

d) The electricity seller installs a rooftop solar power system with a scale appropriate to the contents specified in points b and c of Clause 2 of this Article.

đ) The electricity seller submits the application documents for selling electricity from the rooftop solar power system including the request letter for selling electricity, technical documents about solar photovoltaic panels, direct current to alternating current power converters (inverters); transmission lines, transformers (if any); factory release certificates, equipment quality certificates (copies).

e) All parties conduct technical inspections, install metering meters to measure electricity production, confirm meter readings, sign the electricity purchase and sale contract, and energize the rooftop solar power system to put it into operation; the electricity purchaser has 5 working days to sign the contract from the date of receiving the request letter and application documents for selling electricity from the electricity seller. In cases where the electricity purchaser is the Vietnam Electricity Corporation or its authorized unit, the electricity purchaser and the electricity seller sign the electricity purchase and sale contract according to the provisions of Clause 2 of Article 6 of this Circular.

g) Depending on specific conditions and technical requirements of each rooftop solar power system, the electricity seller and the electricity purchaser agree on the sequential implementation or simultaneous combination of the items and tasks stipulated in points c, d, đ, and e of Clause 2 of this Article.

3. The electricity seller must ensure that the inverter has the function of disconnecting from the grid when there is no power in the electricity purchaser's grid, prevent external interference and unauthorized monitoring and control operations, and comply with legal standards, regulations, and provisions on electricity quality.

4. Rooftop solar power systems are exempted from power operation licenses.

Chapter III

MODEL ELECTRICITY PURCHASE AND SALE CONTRACT

Article 6. Content of the Model Power Purchase Agreement

1. The content of the model power purchase agreement applicable to grid-connected solar power projects is specified in Appendix 1 issued together with this Circular.

2. The content of the model power purchase agreement applicable to rooftop solar systems is specified in Appendix 2 issued together with this Circular.

3. In addition to the contents prescribed in Clause 1 and Clause 2 of this Article, the Seller and Buyer may supplement the content of the model power purchase agreement to clarify the responsibilities and rights of each party. The supplementary content must be consistent and not contrary to the contents of the model power purchase agreements issued together with this Circular.

Chapter IV

IMPLEMENTATION

Article 7. Responsibilities of State Management Agencies

1. Directorate for Electricity and Renewable Energy

a) Popularize, guide, and inspect the implementation of this Circular.

b) Summarize difficulties and obstacles, report to the Minister of Industry and Trade for consideration and amendment of this Circular.

2. Provincial People's Committees

a) Monitor, inspect, and supervise the development of solar power at the local level in accordance with current laws.

b) Annually, before January 15, submit a written report according to the form in Appendix 3 issued together with this Circular to the Ministry of Industry and Trade on investment registration activities and the implementation status of grid-connected solar power projects within the province during the reporting period for monitoring and management.

Article 8. Responsibilities of Relevant Organizations and Individuals

1. Buyer

a) Vietnam Electricity Corporation shall publicize the content of the application dossier for connection agreement, testing, signing of power purchase contracts, and acceptance for operation applicable to rooftop solar systems; periodically every six months, compile and report to the Ministry of Industry and Trade on the development situation of rooftop solar systems nationwide.

b) Shall be responsible for inspecting and monitoring the operation of solar power plants (including both rooftop solar systems and grid-connected solar systems) in accordance with the provisions of the law, in case of detecting unauthorized intrusion from outside, if the monitoring software of the Seller's solar power plant equipment contains content violating the law, temporarily disconnect from the power system, prepare a record, and report to the Ministry of Industry and Trade for handling.

2. Seller

a) Comply with regulations on power system operation and dispatching, transmission system regulations, and distribution system regulations issued by the Ministry of Industry and Trade.

b) Regularly inspect the operation and monitoring software of solar power equipment and have measures to prevent unauthorized intervention and intrusion from outside.

c) Not violate the provisions of the law on ensuring information security.

d) Implement environmental protection work, fire prevention, and electrical safety in accordance with the provisions of the law.

e) Collect, dismantle, restore the land surface, and bear responsibility for disposing of all materials, equipment, and waste generated from solar power projects during construction, operation, or upon completion of grid-connected solar projects and rooftop solar systems in accordance with the provisions of the law on the environment.

Article 9. Transitional Provisions

1. All or part of the solar power projects that have signed power purchase contracts and been recognized as commercial operation days before July 1, 2019, continue to implement according to the signed contracts.

2. In cases where grid-connected solar power projects (including all or part of the project), rooftop solar systems have signed power purchase contracts and put into commercial operation after June 30, 2019, but before the effective date of this Circular, the Buyer and Seller shall sign again or amend and supplement the signed contracts according to the model power purchase agreement stipulated in Article 6 of this Circular.

Article 10. Effective Date

This Circular takes effect from August 31, 2020. Circular No. 16/2017/TT-BCT dated September 12, 2017, and Circular No. 05/2019/TT-BCT dated March 11, 2019, of the Ministry of Industry and Trade on the development of projects and model power purchase agreements for solar power projects cease to be effective from the date this Circular takes effect./.

 

ANNEX 1

MODEL POWER PURCHASE AGREEMENT FOR SOLAR POWER PROJECTS
(Issued together with Circular No. 18/2020/TT-BCT dated July 17, 2020 of the Minister of Industry and Trade on the development of projects and model power purchase agreements for solar power projects)

TABLE OF CONTENTS

Model Power Purchase Agreement

Appendix A: Connection Agreement for Power System

Appendix B: Technical Specifications of Main Works of the Project

Appendix C: Metering and Data Collection System

Appendix D: Requirements Before Commercial Operation Date

Appendix E: Electricity Payment

Appendix G: Other Agreements (if any)

 

MODEL POWER PURCHASE AGREEMENT FOR SOLAR POWER PROJECT (Name)

BETWEEN

[NAME OF SELLER]
acting as "Seller" and

[NAME OF BUYER]
acting as "Buyer"

Contract No.: ...

[Place of Signature], Month ... Year 20...

TABLE OF CONTENTS

Article 1. Definitions

Article 2. Delivery, purchase and sale of electricity and operation

Article 3. Connection and metering

Article 4. Issuing invoices and payment

Article 5. Force majeure

Article 6. Duration of the contract

Article 7. Breach, compensation for damages and termination of the contract

Article 8. Dispute resolution

Article 9. Entrustment, assignment and restructuring

Article 10. Other agreements

Article 11. Commitment to implementation

 

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
----------------

ELECTRICITY PURCHASE AND SALE CONTRACT

Number:

Pursuant to:

- Civil Code 2015;

- Commercial Law 2005;

- Electricity Law 2004; Law amending and supplementing certain provisions of the Electricity Law on November 20, 2012;

- Decree No. 137/2013/ND-CP dated October 21, 2013 of the Government detailing the implementation of certain provisions of the Electricity Law and the Law amending and supplementing certain provisions of the Electricity Law;

- Decision No. 13/2020/QD-TTg dated April 6, 2020 of the Prime Minister promulgating the Decision on mechanisms to encourage the development of solar power projects in Vietnam (Decision 13);

- Circular No. .../2020/TT-BCT dated ... month ... year 2020 of the Minister of Industry and Trade stipulating the development of projects and model Power Purchase Agreements applicable to solar power projects (Circular ...);

- Decision No. ... dated ... month ... year 20... of [name of the project's main investor] approving the investment project for construction of the [project name] facility;

- The electricity buying and selling needs of both parties,

Today, the ... day of ... month of ... year ..., at ...

We include:

The Electricity Seller:

Address:___

Telephone: ___Fax:___

Tax code: ___

Account: ___Bank ___

Representative: ___

Position: ___ (Authorized by ___ pursuant to authorization document No. ___, dated ___ month ___ year ___)

(hereinafter referred to as "Electricity Seller"); and

The Electricity Buyer:________________________________________________________________

Address:___

Telephone: ___Fax:___

Tax code: ___

Account: ___Bank ___

Representative: ___

Position: ___ (Authorized by ___ pursuant to authorization document No. ___, dated ___ month ___ year ___)

(hereinafter referred to as "Electricity Buyer"); and

Jointly enter into this Power Purchase Agreement to buy and sell electricity produced from the Solar Power Plant [Project Name], with a total installed capacity of [Project Capacity in MW] invested and operated by the Electricity Seller at [Project Construction Location] under the terms and conditions set forth below:

Article 1. Definitions

In this Contract, the following terms shall be understood as follows:

1. Party or Parties means the Electricity Seller, the Electricity Buyer, or both Parties, or entities that have taken over the rights and obligations of one or more Parties under this Contract.

2. Point of interconnection is the location where the Electricity Seller's transmission lines connect to the Electricity Buyer's grid system as agreed upon in Appendix A of this Contract.

3. Point of delivery is the location where the metering equipment is installed to measure the quantity of electricity.

4. Electricity sold is the amount of electricity measured in kWh generated by the power plant, less the amount necessary for self-consumption and losses of the facilities belonging to the Electricity Seller, which the Electricity Seller agrees to sell and deliver to the Electricity Buyer annually, as stipulated in Appendix C of this Contract.

5. Contract means this Contract and its Appendices.

6. Average interbank transaction interest rate is the average interbank transaction interest rate for a term of one (1) month published by the State Bank of Vietnam at the time of payment or the nearest date prior to the payment date if the State Bank of Vietnam has not published the average interbank transaction interest rate.

7. Contract Year is a period of twelve (12) months starting from the first day of January and ending on the last day of December of the same year, except for the first Contract Year which starts from the commercial operation date and ends on the last day of December of the same year. The final Contract Year ends on the last day of the Contract Term.

8. Payment Due Date is the deadline specified in Article 4 of this Contract.

9. Commercial Operation Date of the project or part of the solar power project connected to the grid is the date when the entire or part of the solar power plant is ready to sell electricity to the Electricity Buyer and meets the following conditions: (i) Completion of acceptance tests and initial testing of the entire or part of the project according to regulations; (ii) Obtaining a power generation license from the competent authority; (iii) Both parties agree on the meter reading to start payment. Initial testing includes: (x) Testing reactive power capability; (xx) Automatic Generation Control (AGC) connection testing; (xxx) Reliability testing.

10. Solar Power Plant includes all generating equipment, protective devices, interconnection equipment, related auxiliary equipment, and land used for these facilities by the Electricity Seller.

11. Technical standards and specifications of the electricity industry are regulations and standards applied in the electricity industry issued by authorized organizations in Vietnam, or international organizations, regional countries' regulations and standards that comply with Vietnamese laws, manufacturer recommendations, taking into account material resources, fuel, and acceptable technology for the Vietnamese electricity industry at a specific point in time.

12. Metering System is a set of metering equipment (meters, current transformers, voltage transformers, auxiliary equipment, and second-order circuits connecting these devices into a system) to determine the amount of electricity passing through the metering point.

13. Metering Point is the physical location on the primary circuit where electricity is measured and determined.

14. National Grid Operation Regulations are legal documents and procedures regulating the operation standards of the national grid, connection conditions and procedures to the grid, dispatching operations, and metering of electricity in transmission and distribution systems.

15. Emergency situation is a situation that may interrupt electricity supply services to customers of the Electricity Buyer, including situations that may cause major failures in the national grid, endanger lives and property, or affect the technical capabilities of the power plant.

16. Force majeure is an event occurring objectively and unforeseeably, and which cannot be overcome despite the application of all necessary and possible measures.

Article 2. Delivery, purchase and sale of electricity and operation

1. Delivery of electricity

a) From the commercial operation date, the Electricity Seller agrees to deliver and sell electricity to the Electricity Buyer, and the Electricity Buyer agrees to purchase electricity from the Electricity Seller in accordance with the provisions of this Contract.

b) The seller of electricity shall enjoy benefits related to the environment in accordance with the provisions of laws and international treaties.

2. Electricity purchase and sale price

a) The price for purchasing electricity at the point of delivery shall be implemented in accordance with Article 5 of Decision 13.

b) The price for purchasing electricity as stipulated in point a, Clause 2 of this Article shall only apply to the portion of solar power plants connected to the grid that have a commercial operation date in compliance with Article 5 of Decision 13.

c) Payment for electricity: The method for determining monthly payment for electricity for the Power Plant is specified in Appendix E of this Contract.

d) The exchange rate applicable at the time of payment shall be the central exchange rate of the Vietnamese dong against the US dollar published by the State Bank of Vietnam on the day the seller of electricity issues the payment invoice, or the nearest preceding day if the State Bank of Vietnam does not publish the exchange rate on the day the seller of electricity issues the payment invoice.

3. Purchase and Sale of Electricity

The seller of electricity agrees to operate the power plant with the maximum capacity of [power plant capacity in MW] and with design and equipment suitable to the technical standards and regulations of the electricity industry. The seller of electricity shall not bear legal responsibility for direct losses of the buyer of electricity due to insufficient supply of purchased electricity when such insufficiency is not caused by the fault of the seller of electricity. Without the written consent of the buyer of electricity, the seller of electricity shall not sell electricity to third parties or use it for purposes other than producing electricity to sell to the buyer of electricity.

It is strictly prohibited for the seller of electricity to connect other power generation systems outside the project agreed upon in this Contract through the existing metering system of the project.

4. Operation Plan

The seller of electricity shall establish and implement the operation plan in accordance with the national electricity system operation regulations.

5. Shutdown of Electricity Generation

The seller of electricity shall notify the buyer of electricity of the planned schedule and duration of shutdowns for maintenance both scheduled and unscheduled in accordance with the national electricity system operation regulations.

6. Grid Operation

a) The seller of electricity shall be responsible for managing, operating, and maintaining electrical equipment and grids within the scope of asset management as determined in the interconnection agreement with grid management units, ensuring compliance with national electricity system operation regulations, technical standards and regulations of the electricity industry, and the purchase and sale of electricity under the electricity purchase and sale contract.

b) The seller of electricity must coordinate and agree with the national electricity system operation management unit (at the dispatch level with control authority) regarding the plan to mobilize power sources and solutions to minimize the impact on regional grid transmission due to constraints related to load and regional grid.

7. Interruption in the Activity of Receiving and Purchasing Electricity

The buyer of electricity shall not be required to fulfill the obligation to purchase or receive electricity in the following cases:

a) The power plant of the seller of electricity operates in violation of national electricity system operation regulations and technical standards and regulations of the electricity industry;

b) During the period when the buyer of electricity installs equipment, repairs, replaces, tests, or inspects the grid directly related to the interconnection of the power plant of the seller of electricity;

c) There is a malfunction in the buyer's electricity grid at the interconnection point;

d) The buyer's electricity grid needs support to recover from a fault condition in accordance with national electricity system operation regulations and technical standards and regulations of the electricity industry.

8. Interruption in the Activity of Delivering and Selling Electricity

The seller of electricity may stop or reduce the amount of electricity sold and delivered to the buyer of electricity in cases where installation of equipment, repair, replacement, testing, or implementation of power plant repairs directly affect the delivery of electricity to the buyer of electricity.

Prior to stopping or reducing the amount of electricity delivered to the buyer of electricity, the seller of electricity must notify the buyer of electricity at least 10 (ten) days in advance, stating clearly the reasons, estimated start time, and duration of the interruption.

9. Coordination

The buyer of electricity has the responsibility to minimize the time of reduction or cessation of receiving electricity in the cases stipulated in Clause 7 of this Article. Except in emergency situations, when temporarily reducing or ceasing to receive electricity, the buyer of electricity must notify the seller of electricity at least 10 (ten) days in advance, stating clearly the reasons, the expected start time, and the duration of the interruption. In necessary cases, the buyer of electricity must transfer to the seller of electricity dispatch orders received from the relevant system dispatch unit concerning the operation of the power plant, and the seller of electricity must comply with these orders, except when these orders change the characteristics of the power plant's mobilization.

10. Power Factor

The seller of electricity agrees to operate the power plant in synchronization with the buyer's electricity grid with a power factor as prescribed by current regulations on distribution and transmission systems at the delivery point to the buyer of electricity.

11. Confirmation of Commercial Operation Date and Synchronization Operation

Within two months prior to the anticipated commercial operation date as stipulated in this Contract, the seller of electricity shall be responsible for sending the buyer of electricity a draft test and acceptance procedure for the power plant that complies with current regulations and technical standards and technologies of the power plant for both parties to agree on the commercial operation date and calculate the trial run output of the power plant.

The seller of electricity shall notify the buyer of electricity in writing at least 30 (thirty) days before the first synchronization of the seller's power plant with the buyer's electricity grid. The seller of electricity must coordinate operations with the buyer of electricity during the first synchronization and subsequent synchronizations.

12. Standards

The seller of electricity and the buyer of electricity must comply with regulations related to the delivery and receipt of electricity according to distribution network regulations, metering regulations, and other legal documents related to the electricity industry.

13. Change in Commercial Operation Date

Within a period from one (1) to three (3) months before the date of commercial operation recorded in Appendix B, the Seller must officially confirm any change in the date of commercial operation. The Parties shall cooperate in changing the date of commercial operation, and the Buyer may not refuse such a request without a valid reason.

Article 3. Interconnection and Metering

1. Responsibilities at the Point of Delivery

The Seller is responsible for investing in and installing equipment for transmitting and delivering electricity to the Buyer at the point of delivery. The Buyer is responsible for cooperating with the Seller in the installation of this equipment.

2. Interconnection

a) The Seller is responsible for investing in, constructing, operating, and maintaining interconnection equipment to connect the power plant to the transmission and distribution grid in accordance with regulations on the transmission and distribution grid and other relevant regulations. The Seller shall bear the costs of installing the metering system at the point of delivery as stipulated in Appendix C of this Contract.

b) The Buyer has the right to review the design and check the completeness of protective devices. The Buyer must notify the Seller in writing of the results of the review within thirty (30) days from the date of receipt of all related technical documents regarding the design. The Buyer must notify in writing all design errors discovered. The Seller must implement any modifications proposed by the Buyer in compliance with national regulations on system operation and electrical industry standards and technical specifications.

3. Interconnection Standards

Equipment of both the Seller and the Buyer must be installed, operated, and interconnected in accordance with national regulations on system operation and electrical industry standards and technical specifications.

4. Inspection of Interconnection Standards Compliance

Upon prior notice in accordance with regulations, each Party has the right to inspect the interconnection equipment of the other Party to ensure compliance with national laws on system operation. Such inspection shall not interfere with the operations of the inspected Party. In case the equipment of the inspected Party does not meet operational and maintenance conditions, the inspecting Party must notify the inspected Party of the points requiring adjustment. The inspected Party is responsible for implementing necessary corrective measures upon reasonable requests for adjustment from the inspecting Party.

5. Metering

a) The location of metering and technical requirements for Metering Systems are specified in Appendix C.

b) The Seller is responsible for investing in, installing, managing, operating, maintaining, and periodically calibrating the main metering system and backup metering system in compliance with current legal regulations on electric energy metering.

c) All electric energy metering devices used in the purchase and sale of electricity from the power plant must be periodically calibrated. The cycle of periodic calibration of the metering system equipment is carried out in accordance with current legal regulations on measurement. The inspection and calibration of metering devices or confirmation of their accuracy must be conducted by an accredited organization recognized for testing measuring instruments and agreed upon by both Parties; it must comply with state procedures for metering device calibration. Metering devices must be sealed and lead-sealed after calibration. Calibration costs are borne by the Seller.

d) If necessary, either Party may request additional inspections or irregular calibrations of equipment and metering systems. If the request is made by the Seller, it must be at least seven (7) days in advance, and if made by the Buyer, it must be at least fourteen (14) days in advance of the requested date, and the requested Party must respond in writing. The Seller is responsible for organizing the inspection and calibration when requested by the Buyer. If the error of the metering device tested during irregular calibration exceeds the allowable limit, the Seller must pay for the irregular inspection and calibration; if the error of the metering device tested during irregular calibration falls within the allowable limit, the calibration cost is borne by the requesting Party.

e) The Seller is obligated to inform the Buyer of the results of metering device calibration. The Seller is also required to notify the Buyer in advance about the inspection and calibration of the metering system. The Buyer is responsible for sending representatives to witness the inspection, calibration, unsealing, resealing, and lead-sealing of the meter. If the metering device has an error greater than the allowable limit, the Seller is responsible for adjusting or replacing the metering device. If one Party believes that the metering device is damaged or non-operational, that Party must immediately notify the other Party, and the Seller is obligated to inspect, repair, and replace the device. The inspection, repair, and replacement must be carried out as quickly as possible.

f) The volume of electricity purchased and sold between the Buyer and the Seller is determined according to the method of electricity delivery and the main Metering System specified in Appendix C of this Contract.

g) In the event that the main Metering System fails or the calibration results show that the main Metering System has an error exceeding the specified accuracy level, the volume of electricity purchased and sold between the two Parties during the time the main Metering System is faulty or has an error exceeding the specified limit will be determined based on the following principles:

(i) Using the measurement results of the backup Metering System to determine the volume of electricity for settlement purposes.

(ii) In the event that the backup Metering System also fails or the calibration results show that the backup Metering System has an error exceeding the allowable limit, the volume of electricity for settlement purposes will be determined as follows:

- If the main Metering System is operational but has an error exceeding the specified accuracy level, the volume of electricity purchased and sold between the two Parties will be determined by the measurement results of the main Metering System converted to the corresponding value of electric energy with zero percent error.

- In case the primary metering system fails and cannot operate, while the backup metering system operates but has a higher level of error than the specified accuracy grade, the electricity volume for purchase and sale between the two parties shall be determined based on the measurement results of the backup metering system converted to the value of electrical energy corresponding to an error rate of 0%;

- In case both the primary metering system and the backup metering system fail and cannot operate, the two parties shall estimate the electricity volume exchanged based on the average monthly data (if available) of the power plant during the same period of the previous year before the contract year and must be reasonably adjusted for the specific billing period according to the available data corresponding to factors affecting the power generation of the power plant such as environmental temperature parameters, radiation intensity, efficiency, operating hours, downtime, self-consumption electricity quantity (collectively referred to as "operating parameters") during the period when the metering equipment is out of service, except where the two parties have a different written agreement;

- When there are no reliable data, the electricity volume exchanged must be estimated based on the average monthly electricity volume of the power plant for the six (six) payment periods immediately preceding the failure of the metering equipment (or fewer if the power plant has been operational for less than six months) and must be adjusted according to downtime or operating parameters, except in cases where the two parties have a different written agreement;

(iii) Based on the calibrated measurement results agreed upon by both parties, the Seller has the obligation to calculate and determine the amount that one party must pay to the other during the period when the metering system is inaccurate. This includes overpayment or underpayment amounts, interest on overpayment or underpayment calculated at the average interbank transaction interest rate, and meter testing fees as stipulated in point c and d, Clause 5 of this Article;

(iv) In case the metering equipment is burned or damaged, the Seller has the obligation to replace or repair it as soon as possible so that the metering equipment meets technical requirements and resumes normal operation. The repaired or replaced equipment must meet legal requirements and technical specifications before being put into use;

6. Recording Meter Readings

Monthly, the authorized representatives of both Parties will collect, inspect, and confirm the meter reading record at twenty-four hours (24h00) on the last day of the preceding month;

The Buyer has the right to enter the power plant or the location where the metering equipment is installed to record meter readings, inspect meters, and perform other activities related to the performance of this Contract after notifying the Seller. The Buyer's entry into the power plant must ensure that it does not affect the normal operations of the Seller. Employees sent by the Buyer to enter the power plant must comply with safety regulations and internal rules of the power plant;

7. Transfer of Ownership of Electricity

At the delivery point, ownership of electricity transfers from the Seller to the Buyer. At this point, the Buyer has ownership, control, and responsibility for the received electricity volume;

Article 4. Issuing invoices and payment

1. Issuing Invoices

Monthly (or according to the meter reading cycle agreed upon by both parties), the Buyer and the Seller will read the meter on the agreed date to determine the electricity volume exchanged in the month. The Seller will record the meter reading according to the prescribed form, confirmed by the Buyer's representative, and send the meter reading result and invoice in writing (or by fax, electronic mail copy simultaneously with a letter sent afterward) to the Buyer within ten (ten) working days after reading the meter;

2. Payment

a) Payment Documentation: Before the fifth (fifth) day of each month, the Seller sends the payment notice along with the payment documentation of the preceding month to the Buyer;

b) Within five (five) working days from receiving the payment documentation from the Seller, the Buyer must review the payment documentation and notify the Seller in writing if any errors are found. If the Buyer does not provide feedback within the above time limit, it is considered that the payment documentation has been accepted;

c) Within three (three) working days from the acceptance of the payment documentation, the Seller issues and sends the payment invoice to the Buyer. The payment invoice is issued in accordance with the regulations of the Ministry of Finance;

d) Within twenty-five (twenty-five) working days from receiving the valid and accurate payment invoice from the Seller, the Buyer has the obligation to pay the Seller the full amount recorded in the payment invoice through bank transfer;

đ) In case the Buyer does not make payment within the aforementioned time limit, the Buyer is responsible for paying late payment interest on the entire overdue amount. Late payment interest is calculated as the total overdue amount multiplied (x) by the average interbank transaction interest rate on the date of the payment invoice or the previous day (if applicable) divided (: 365 days) multiplied (x) by the number of late payment days;

e) In case the Buyer does not jointly read the meter as stipulated in Clause 1 of this Article, based on appropriate payment documents provided by the Seller in accordance with current regulations, the Buyer still has the obligation to pay the Seller the electricity volume exchanged as stipulated;

3. Estimating Electricity Volume Sold

In case there is insufficient data to determine the electricity volume or the payment amount owed by the Buyer to the Seller, except for the cases stipulated in Clause 4 of this Article, the Seller must estimate the data and adjust the payment amount accurately in subsequent payments;

4. Order of Application and Replacement of Meter Readings

To determine the electricity volume received and accepted by the Buyer in a payment period, the recording of electricity volume, issuing invoices, and payment must be based on the following estimated data in order:

a) The primary meter reading at the delivery point during the payment period, meeting the accuracy grade specified in Clause 5 of Article 3 of this Contract;

b) The metering index of the backup meter at the point of electricity delivery and receipt, when the backup meter is used to measure the amount of electricity delivered and received, must have an accuracy level consistent with the provisions set forth in Clause 5 of Article 3 of this Contract;

c) When all meters fail to accurately record the amount of electricity delivered and received, the volume of electricity delivered and received must be estimated based on the average monthly figures (if available) from the power plant during the same payment period of the previous year, and must be adjusted reasonably for the specific billing period according to the corresponding operational data affecting the power plant's generation, such as radiation intensity parameters, unit efficiency, operating hours, downtime of the generating unit, and self-consumed electricity (collectively referred to as "operational parameters") during the time the meters were out of service.

In the absence of reliable data, the volume of electricity delivered and received must be estimated based on the average monthly electricity output of the power plant over the six (six) most recent payment periods immediately preceding the meter failure (or the entire operating period if the power plant has operated for less than six payment periods), and must be adjusted according to downtime or operational parameters.

5. Disputes over Invoices

a) In case one party disagrees with the entirety or part of the invoice regarding the volume of electricity or the amount of payment, it has the right to notify the other party in writing before the due date for payment. After receiving the notification, if the parties cannot resolve the dispute through negotiation, the deadline for one or both parties to bring the dispute to resolution is one (1) year from the date the buyer receives a valid invoice.

b) In case the dispute resolution under Article 8 of this Contract determines that the seller was correct, the buyer must pay the seller the disputed amount plus interest on the unpaid portion calculated at the average interbank transaction rate from the due date until the date of payment of the disputed amount. If the buyer was correct, the seller must refund the previously received disputed amount plus interest on the paid portion calculated at the average interbank transaction rate from the date of receipt of the payment until the date of payment of the disputed amount. All payments under this section must be made within fifteen (15) days from the date of the final decision on dispute resolution under Article 8 of this Contract.

Article 5. Force majeure

1. Force Majeure Events

Force majeure events include but are not limited to those announced by state authorities or other organizations as follows:

a) Natural disasters, fires, explosions, floods, tsunamis, epidemics, or earthquakes;

b) Riots, uprisings, wars, opposition, sabotage, embargoes, blockades, seizures, or any acts of war or hostile actions.

2. Handling in Case of Force Majeure

In the event of a force majeure, the party invoking force majeure must:

a) Promptly notify the other party in writing about the force majeure event, clearly stating the reasons, providing sufficient evidence to prove the occurrence of the force majeure event, and presenting an estimate of the duration and impact of the force majeure event on its ability to fulfill its obligations under the Contract;

b) Make every effort to perform its obligations under the Contract;

c) Promptly take necessary actions to overcome the force majeure event and provide evidence to demonstrate reasonable efforts to overcome the force majeure event;

d) Take necessary measures to minimize harm to the parties under the Contract;

đ) Promptly notify the other parties about the termination of the force majeure event.

3. Consequences of Force Majeure

In case, after implementing all measures stipulated in Clause 2 of this Article, the defaulting party will be exempt from liability related to the failure to perform its obligations under the Contract due to the force majeure event, except for liability related to the payment of amounts due under this Contract prior to the occurrence of the force majeure event.

4. Duration of Force Majeure

In case a party fails to perform its obligations under this Contract due to a force majeure event for a period of one (1) year, the other party may unilaterally terminate the Contract sixty (60) days after receiving written notice, unless the obligation is fulfilled within this sixty (60) day period. The parties shall meet, make efforts to find reasonable and appropriate solutions, and reach agreement through good faith negotiations.

Article 6. Duration of the contract

Unless extended or terminated early in accordance with the terms of the Contract, this Contract shall be effective from the date of signature by authorized representatives of the parties and shall terminate twenty (20) years from the Commercial Operation Date. After the termination of the Contract, the contents of this Contract shall continue to be effective for a necessary period for the parties to complete the final billing, adjust invoices, make payments, and fulfill rights and obligations under this Contract.

The parties may extend the term of this Contract or enter into a new Contract in accordance with the laws in effect at the time this Contract expires.

Article 7. Breach, compensation for damages and termination of the contract

1. Breach of Contract by the Seller

a) The seller fails to achieve the commercial operation date as specified in Appendix B within three (3) months, except in cases of force majeure;

b) The seller fails to perform or comply with the contents of the Contract within sixty (60) days from the date of written notification by the buyer;

In case the seller makes efforts to remedy the breach within the sixty (60) day period above but the remedy cannot be completed within that period, the seller may extend the remediation period up to one (1) year from the date of written notification of the breach, except where the competent authority permits an extension of the investment schedule in accordance with current regulations. The seller must continue to complete the remediation of the breach in the shortest possible time, except for cases provided for in Article 5 of this Contract;

c) The seller denies the validity of a part or all of the Contract;

d) Breach of the seller's commitments under Article 11 of this Contract.

2. Acts of breach by the electricity buyer

a) The electricity buyer fails to perform or comply with the contents of the Contract within sixty (60) days from the date of written notice by the electricity seller;

In case the electricity buyer has made reasonable efforts to remedy the breach within sixty (60) days but the remediation cannot be completed within that period, the electricity buyer may extend the remediation period up to one (1) year from the date of written notice regarding the breach by the electricity buyer. The electricity buyer must continue to complete the remediation in the shortest possible time, except for cases specified in Article 5 of this Contract;

b) The electricity buyer fails to pay undisputed payment amounts due under the Contract upon maturity and such non-payment continues for more than ninety (90) days without a valid reason;

c) The electricity buyer denies the validity of part or all of the Contract;

d) Serious breach of the buyer's commitments under Article 11 of this Contract.

3. Remediation and resolution of contract breaches

In case of a contract breach event, the aggrieved party must send a written notice to the breaching party. The breaching party must cooperate to resolve the contract breach event.

4. Compensation for damages

a) The party committing the breach shall have the obligation to compensate the aggrieved party for damages caused by the breach. The value of compensation includes the actual, direct loss suffered by the aggrieved party due to the breach and the direct benefit that the aggrieved party would have received had there been no breach;

b) The aggrieved party must prove the loss, extent of loss caused by the breach and the direct benefit that the aggrieved party would have received had there been no breach.

5. Termination of contract performance

In case the breach event cannot be resolved according to Clause 4 of this Article, the aggrieved party may continue to request the breaching party to remedy the breach or may terminate the contract performance by sending a notice to the breaching party. After the aggrieved party chooses to terminate the contract performance according to the terms of this Contract, the parties are not required to perform their contractual obligations, except for the cases specified in Article 5 and the aggrieved party has the right to demand the breaching party to compensate for damages.

In case the electricity seller is the aggrieved party choosing to terminate the contract performance, the value of compensation for damages as stipulated in Clause 4 of this Article will be calculated up to the date of termination of the contract.

Article 8. Dispute resolution

1. Dispute Resolution through Negotiation

In case disputes arise between the Parties under this Contract, the Party initiating the dispute must notify the other Party in writing about the content of the dispute and the claims within the prescribed statute of limitations. The Parties will negotiate to resolve the dispute within sixty (60) days from the date of receipt of the notification from the Party initiating the dispute. The resolution of disputes related to electricity payment shall be carried out within fifteen (15) days from the date of notification by the requesting Party.

This dispute resolution mechanism does not apply to disputes not directly arising from this Contract between one Party in the Contract and third parties.

2. Dispute Resolution in Accordance with Law

In case the dispute cannot be resolved through negotiation as provided for in Clause 1 of this Article or if one of the Parties does not comply with the negotiation results, one or both Parties may request the resolution of the dispute in accordance with Circular No. 40/2010/TT-BCT dated December 13, 2010 of the Ministry of Industry and Trade on the procedures and formalities for resolving disputes in the power market or another dispute resolution body agreed upon by the two Parties to resolve the dispute in accordance with relevant laws.

Article 9. Entrustment, assignment and restructuring

1. Agency and Assignment

The party acting as agent or assignor must comply with current laws if performing agency or assignment and immediately notify in writing the party that signed the electricity purchase and sale contract about the agency or assignment.

2. Restructuring

In case restructuring in the electricity industry affects the rights or obligations of the electricity seller or buyer under this Contract, then the performance of the Contract will be transferred to the receiving units. The electricity buyer is responsible for confirming and ensuring in writing that the receiving units fulfill the obligation to purchase or distribute electricity and other rights and obligations under this Contract.

Article 10. Other agreements

1. Amendment of the Contract

The Parties shall not unilaterally amend the contents of the Articles and Clauses of this Contract unless otherwise provided for in Clause 3 of Article 6 of this Circular.

2. Cooperation Obligations

The electricity seller has the obligation to carry out legal procedures related to the power plant. The electricity buyer has the responsibility to cooperate with the electricity seller to obtain permits, approvals, permissions, and approvals from relevant state authorities concerning the location of the power plant, control over resources, investment, transmission or sale of electric energy, ownership and operation of the power plant, including providing additional documents or stored documents and performing other necessary reasonable activities to implement the agreement of the Parties.

3. Governing Law

The interpretation and implementation of this Contract shall be carried out in accordance with the laws of Vietnam.

4. Non-Exercise of Rights

Failure to exercise any right under this Contract at any time shall not affect the enforcement of subsequent rights under the Contract. The Parties agree that the declaration of non-exercise of a right by one Party against any commitment or condition under the Contract, or any breach of contract, shall not be deemed as that Party waiving similar rights in the future.

5. Independence of Contract Provisions

In case any provision in this Contract is deemed to be inconsistent with the provisions of the law or declared void by a court judgment, the remaining provisions of the Contract shall remain effective, if the remainder expresses the full content without requiring the voided portion.

6. Notice

Any notice, invoice, or other information exchange required during the performance of this Contract must clearly state the date of issuance and its relation to the Contract. Notices, invoices, or information exchanges must be in writing and transmitted via postal services or fax. In the case of fax transmission, the original must be sent subsequently through postal service with prepaid postage. Notices, invoices, or information exchanges must be sent to the following addresses:

a) The electricity seller: General Director, ___,

 ________________________,

___, Vietnam

b) The electricity buyer: ___,

______________________________,

___, Vietnam

c) In notices, the Parties may specify alternative sender or recipient addresses in accordance with the provisions of this Clause.

d) Each notice, invoice, or other type of information exchange sent by mail, delivery, or transmission methods described above shall be deemed delivered and received at the time it is delivered to the recipient's address or at the time it is refused by the recipient with the specified address.

7. Confidentiality

The electricity buyer agrees to keep confidential the information of the power plant in the Contract appendix, except where such information has been previously disclosed by the electricity seller or authorized governmental agencies.

8. Complete Agreement

This Contract constitutes the final complete agreement between the participating Parties and supersedes all prior discussions, information, and correspondence exchanged before signing related to this Contract.

9. Site Clearance and Restoration

Collection, dismantling, restoration of the site, and responsibility for handling all materials, equipment, and waste generated from solar power projects during construction, operation, or upon completion of grid-connected solar projects in compliance with environmental laws.

Article 11. Commitment to implementation

The Parties commit to performing this Contract as follows:

1. Each Party is legally established to conduct business operations in Vietnam.

2. The execution of this Contract by each Party is carried out in accordance with the conditions and contents stipulated in the Electricity Business License issued by the competent authority and relevant laws.

3. The Parties will not engage in any legal or administrative actions that hinder or affect the other Party's performance of this Contract.

4. The execution of this Contract by one Party does not violate any terms of another Contract or form part of another Contract in which that Party is a participant.

This Contract and six appendices attached thereto constitute an integral part of this Contract, consisting of ten (10) copies of equal legal value, each Party retains four (4) copies, and the Parties are responsible for submitting the electricity purchase and sale Contract to the Electricity and Renewable Energy Administration one (1) copy and to the Power System Regulation Administration one (1) copy.

 

 

ANNEX A

SYSTEM INTERCONNECTION AGREEMENT

(attached to Contract number                         signed on      month      year 2020)

- Interconnection:

- Integration with the SCADA system:

- Protection system:

[to be applied individually for each project based on technical characteristics including a single-line diagram of the interconnection equipment, listing the features of the metering system, voltage, and interconnection requirements]

 

||| ANNEX B

TECHNICAL SPECIFICATIONS OF THE POWER PLANT

(attached to Contract number                         signed on           month       year 2020)

Part A. General Parameters

1. Name of the power plant: ...

2. Location of the power plant: ...

3. Rated capacity: ...

4. Power sold to the Buyer: maximum [as per planned capacity or as per the result of design construction review] MW.

5. Self-consumption capacity of the power plant: minimum ... kW; maximum ... kW

6. Expected electricity production in the first year of operation: [as per the result of design construction review] kWh.

7. Expected completion date for constructing the power plant: ...

8. Expected commercial operation date of the power plant: ...

9. Grid connection voltage: ...V

10. Point of grid connection: ...

11. Metering equipment installation point: ...

Part B. Technical Design Parameters

1. Power generation technology: ...

2. Type of photovoltaic panels: ...

3. Inverter equipment: ...

4. Medium voltage transformer: ...

5. Operational characteristics, design: ...

 

ANNEX C

MEASUREMENT SYSTEM AND DATA COLLECTION

(attached to Contract No.                       signed on      month       year 2020)

I. Installation Location and Features of the Metering System

The main metering system and backup metering system are installed according to the technical design agreement of the electricity metering system and data collection system that has been agreed upon at [name, number of agreement between units].

The features of the Metering System comply with the technical design agreement of the electricity metering system and data collection system at [name, number of agreement between units].

II. Technical Requirements of the Metering System

The technical requirements of metering equipment, technical requirements of metering circuits, lead-sealing measures, and requirements for the system of data collection, processing, and storage must comply with the technical design agreement of the electricity metering system at [name, number of agreement between units].

III. Metering Locations

Both parties agree on the metering locations of the metering systems as follows:

- Main metering location:...

- Backup metering location 1:...

- Backup metering location 2:...

- Metering location for production volume separation (if applicable):...

IV. Method for Determining Electricity Volume Handled

On the first day (01) of each month, the authorized representatives of both Parties will jointly perform the meter reading closure and establish a record confirming the meter readings at 00:00 on the first day (01) and the monthly electricity volume handled in the preceding month.

The electricity volume that the Buyer pays the Seller in the payment month [is established and agreed upon by all Parties for each specific project and area].

 

ANNEX D

REQUIREMENTS PRIOR TO COMMERCIAL OPERATION

(attached to Contract No.                        signed on       month        year 2020)

Sixty (60) days prior to the expected commercial operation date as stipulated in Annex B, the Seller shall be responsible for sending the Buyer a draft test run procedure of the power plant that complies with current regulations and the technical standards of the solar power plant to enable all Parties to agree on the commercial operation date and calculate the test run electricity volume of the power plant.

 

ANNEX E

ELECTRICITY PAYMENT

(attached to Contract No.                     signed on      month       year 2020)

1. The electricity purchase price under this Purchase and Sale Agreement excluding Value Added Tax from the Commercial Operation Date as stipulated in Clause 2, Article 2 of this Agreement.

2. Calculation of Payment.

Monthly, the Buyer shall pay the Seller the full amount of electricity purchased during the month at the price specified in Clause 2, Article 2 of this Agreement according to the formula [established and agreed upon by all Parties for each specific project and area].

 

ANNEX G

OTHER AGREEMENTS (if any)

(attached to Contract No.                     signed on      month       year 2020)

 

ANNEX 2

MODEL PURCHASE AND SALE CONTRACT FOR ROOFTOP SOLAR POWER SYSTEMS
(Issued together with Circular No. 18/2020/TT-BCT dated July 17, 2020 of the Minister of Industry and Trade on the development of projects and model power purchase agreements for solar power projects)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

PURCHASE AND SALE CONTRACT FOR ROOFTOP SOLAR POWER SYSTEMS

Number:

Pursuant to:

- Civil Code 2015;

- Commercial Law 2005;

- Electricity Law 2004; Law amending and supplementing certain provisions of the Electricity Law on November 20, 2012;

- Decree No. 137/2013/ND-CP dated October 21, 2013 of the Government detailing the implementation of certain provisions of the Electricity Law and the Law amending and supplementing certain provisions of the Electricity Law;

- Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister on mechanisms to encourage the development of solar power in Vietnam;

- Circular No. ... /2020/TT-BCT dated ... month ... year 2020 of the Minister of Industry and Trade on the development of projects and model purchase and sale contracts for solar power projects;

- The electricity buying and selling needs of both parties,

Today, the ... day of the ... month of the ... year, at ...

We include:

Seller (Party A): ...

Fax:

Telephone: ___ Email: ___ Fax: ___

Tax Code ___ Business Registration Certificate:

Account: ___Bank ___

Representative:

ID Card/Passport Number:

Position: ___ (Authorized by ___ pursuant to the authorization document (number, date, month, year)).

Buyer (Party B): ...

Fax:

Telephone: ___ Email: ___ Fax: ___

Tax Code ___Business Registration Certificate:

Account: ___Bank ___

Representative:

Position: ___ (Authorized by ___ pursuant to the authorization document (number, date, month, year)).

Jointly agree to sign a Purchase and Sale Contract (hereinafter referred to as the Contract) to purchase and sell electricity generated from the rooftop solar power system (hereinafter referred to as the System) with an installed capacity of ... kWp with parameters set out in the Annex (Annex Model issued by Party B) invested and operated by Party A at [location of the System construction] with the following terms and conditions:

Article 1. Electricity Purchase and Sale

1. Party A agrees to sell to Party B, and Party B agrees to purchase from Party A the quantity of electricity generated from Party B's grid-connected system through metering devices installed at the point of delivery.

2. Party B shall be responsible for paying the quantity of electricity supplied from Party A's system to Party B's grid according to the electricity purchase price stipulated in Article 2 of this Contract.

3. The electricity that Party A receives from Party B's grid will be subject to a separate electricity purchase and sale contract between the two parties, which is not within the scope of this Contract.

Article 2. Electricity Purchase and Sale Price

1. The electricity purchase and sale price for rooftop solar systems shall be implemented in accordance with the provisions of Clause 2, Article 8 of Decision No. 13/2020/QĐ-TTg dated April 6, 2020 of the Prime Minister on mechanisms to encourage the development of solar power in Vietnam.

2. The electricity purchase price specified in Clause 1 of this Article shall apply for twenty years from January 1, 2020 to December 31, 20...

Article 3. Meter Index Confirmation, Grid-Connected Electricity Generation, and Invoice Issuance

1. Meter Index Confirmation, Grid-Connected Electricity Generation

- Party B shall record the meter index on the ...th day of each month.

- Within a maximum period of five working days from the date of recording the meter index, Party B shall notify Party A of the meter index and the amount of electricity generated from the System and fed into the grid during the payment period in the following manner:

Email [Email Address] SMS/Zalo/Viber [Phone Number to Receive Messages]

- In case Party A does not agree with the meter index and the amount of electricity generated from the grid as notified by Party B, Party A shall have the responsibility to respond within one working day from the date of receiving Party B's notification in the following manner:

Web: …                                                     Email [Email Address]

- After the above period, if Party A does not provide feedback to Party B, it shall be understood that Party A agrees with the meter index and the amount of electricity generated from the grid as notified by Party B.

2. Electricity Payment:

a) Electricity Payment: Based on the agreed electricity volume between the two Parties as stipulated in Clause 1 of this Article and the electricity purchase price set out in Article 2 of this Contract, Party B shall pay Party A the electricity fee (excluding VAT) monthly as follows:

T(n)= Ag (n) x G (n)

Where:

T(n): Electricity payment in month n (VND).

Ag(n): The amount of electricity Party A feeds into Party B's grid in month n (kWh).

- For single-rate meters, Ag(n) is the electricity volume recorded by the meter at the point of delivery.

- For three-rate meters, Ag(n) is the total electricity volume of the three rates (normal hours, peak hours, off-peak hours) recorded by the meter at the point of delivery.

G(n): The electricity price applicable in month n as stipulated in Article 2 (VND/kWh) of this Contract.

b) VAT:

- In case Party A is subject to VAT, in addition to the electricity payment as stipulated in point a, Clause 2 of this Article, Party B must pay Party A the VAT according to current regulations.

- In case Party A is an individual or household implementing a rooftop solar project and simultaneously receiving electricity from the national grid, at the end of the year when the final meter reading is completed, Party B shall be responsible for settling the electricity purchase from the solar system and settling the VAT for Party A based on the revenue generated from the solar system. Party A shall cooperate with Party B in settling the VAT according to current laws.

c) Payment in Case of Metering System Failure

In case the metering system fails (due to fire, damage, loss, or malfunction), Party A must immediately inform Party B about the failure, both parties shall prepare a report on the failure, and agree on the electricity volume of Party A fed into Party B's grid based on the previous billing period's volume.

Article 4. Payment

1. Payment Documents:

a) Party A is an organization issuing invoices monthly:

Monthly meter index and electricity generation table provided by Party B;

Sales invoice issued by Party A in accordance with regulations, with the value of electricity payment determined in Clause 2, Article 3 of this Contract.

In case the invoice issued by Party A is a direct deductible VAT invoice (without tax rate and VAT amount on the invoice), Party A must send Party B both the statement and the receipt of VAT paid corresponding to the electricity volume purchased to allow Party B to settle the VAT for Party A.

b) Party A is an organization or individual not issuing monthly invoices:

Monthly:

Party B shall base the monthly meter index and electricity generation table to pay Party A the electricity fee, with the value of electricity payment determined in point a, Clause 2, Article 3 of this Contract.

Annually:

Within fifteen days from the end of the year or the end of the Contract, whichever comes first, Party B shall issue and send to Party A the "Confirmation of Electricity Volume Delivered and Payment" for the year according to the form issued by Party B.

In case Party A's revenue falls under the taxable category as stipulated in point b, Clause 2, Article 3, Party A shall be responsible for sending Party B the sales invoice, statement, and receipt of VAT paid corresponding to the electricity volume purchased to allow Party B to settle the VAT for Party A.

2. Payment Method:

Bank transfer (Party A bears the transfer fee).

Bank transfer information: …

3. Payment Deadline:

a) Within seven working days from the date Party A agrees with the meter index and electricity generation volume (as notified by Party B) and submits all required payment documents as stipulated in Clause 1 of this Article.

b) After the aforementioned deadline, if Party B fails to make payment to Party A, Party B shall be responsible for paying interest on the overdue amount from the day after the due date until the date of payment. Both parties shall negotiate the interest rate for late payment in accordance with the Commercial Law 2005 and ensure the legitimate rights and interests of the electricity seller.

Article 5. Rights and Obligations of the Parties

1. Rights and Obligations of Party A

a) Ensure design, construction, installation, operation in accordance with technical standards, current laws on quality of electric power, electrical safety, construction, environment, and fire prevention.

b) Jointly with Party B record, agree upon, and monitor the amount of electricity fed into the grid by Party B.

c) Party A shall not connect other sources of electricity to the metering device without the consent of Party B, except for the System agreed upon in this Contract.

d) Party A is responsible for fully fulfilling all tax obligations as prescribed by the State.

2. Rights and Obligations of Party B

a) Invest and install meters, measurement systems at the point of delivery of electricity to Party A if Party A meets the connection standards stipulated in point a, Clause 1, Article 5 of this Contract.

b) Jointly with Party A record, notify, agree upon, and monitor the amount of electricity from the System fed into the grid by Party B.

c) Inspect, monitor operation, and handle incidents according to current regulations.

d) Party B has the right to refuse payment when Party A does not comply with the provisions set out in points a, c, and d, Clause 1, Article 5 of this Contract.

Article 6. Dispute Resolution

1. Dispute Resolution through Negotiation

In case disputes arise between the Parties under this Contract, the Party initiating the dispute must notify the other Party in writing about the content of the dispute and their demands within the prescribed time limit. The Parties will negotiate to resolve the dispute within thirty (30) days from the date of receipt of the notification from the Party initiating the dispute. The resolution of disputes related to electricity payment shall be carried out within five (5) days from the date of notification by the requesting party.

In case the two Parties cannot reach an agreement on the disputes, the Parties have the right to send a written request to the competent state authority to assist the Parties in resolving the issues.

This dispute resolution mechanism does not apply to disputes not directly arising from this Contract between one Party in the Contract and third parties.

2. Dispute Resolution in Accordance with Law

In case the disputes cannot be resolved through negotiation as provided for in Clause 1 of this Article or one of the Parties does not comply with the negotiation results, one or more Parties may send a written request to the higher-level power company of the electricity purchasing Party or the Ministry of Industry and Trade for consideration and resolution.

Article 7. Implementation Provisions

1. Unless extended or terminated prematurely, this Contract shall take effect from the date of signing and shall have a term from the date …./…/20... to the date ……/…/20...

2. During the implementation period, if one of the Parties requests modification, supplementation, or termination of the Contract, the requesting Party must notify the other Party fifteen (15) days in advance to jointly resolve it.

3. This Contract shall be made in two (2) copies of equal legal value, each Party holding one copy.

 

ANNEX 3

MODEL PERIODIC REPORT ON REGISTRATION INVESTMENT ACTIVITIES AND IMPLEMENTATION SITUATION OF SOLAR POWER PROJECTS IN THE PROVINCE
(Issued together with Circular No. 18/2020/TT-BCT dated July 17, 2020 of the Minister of Industry and Trade on the development of projects and model power purchase agreements for solar power projects)

 

REPORT

Investment registration activities and implementation situation of solar power projects in the province from January 1, 20... to December 31, 20...

Respected Ministry of Industry and Trade

1. Development of Grid-connected Solar Power Projects

1.1. Registered projects: Comprehensive information, summary table of registration status of grid-connected solar power projects (attached)

1.2. Approved investment projects: Comprehensive information

1.3. Projects underway in the power development plan and provincial plan: Comprehensive information

2. Progress of Solar Power Projects

2.1. Name of the first project:

Construction site:

Project investor:

Investment approval/Governmental investment permit number … dated …/…./ …

Capacity phase 1:

Capacity phase 2 (if applicable):

Project establishment and approval:

Land clearance, land allocation work (if applicable):

Date of commencement of construction works:

Current progress of the project:

Anticipated commissioning date for phase 1:

Anticipated commissioning date for phase 2 (if applicable):

2.2. Name of the second project:

….

3. Issues and Recommendations

SUMMARY TABLE OF REGISTRATION STATUS OF GRID-CONNECTED SOLAR POWER PROJECTS