This service is for generators, offtakers, traders, and investors negotiating or renegotiating PPAs in Romania. We help you structure key risk areas (pricing, indexation, volume and profile risk, curtailment, change in law, force majeure, guarantees, and termination) and translate the business deal into enforceable, dispute-aware contractual language.
Informațiile sunt generale și nu înlocuiesc consultanța juridică. Contează faptele, actele și cronologia. The information is general and does not replace legal advice; facts, documents, and chronology matter.
When you need this
- You are negotiating a new PPA (physical or financial) and need a structured term sheet to contract workflow.
- You need to design price and indexation that matches your financing and risk appetite.
- You need robust change in law and regulatory change clauses for long-term contracts.
- You need force majeure, curtailment, and grid-related risk clauses that work in practice.
- You need credit support (guarantees, LC, parent support) aligned with payment and termination risks.
- You are renegotiating after market volatility or operational changes and want a controlled amendment path.
- You want to reduce future dispute risk via clear performance, settlement, and evidence rules.
What we do, step by step
- Deal scoping: identify the commercial model and the risk drivers (price, profile, volume, market exposure).
- Term sheet review: translate business points into legally operable clauses and definitions.
- Risk allocation drafting: build clauses for pricing/indexation, delivery, settlement, and adjustment mechanisms.
- Regulatory alignment: check key clauses against the relevant energy-market framework that applies to the parties.
- Protections: draft force majeure, change in law, curtailment, limitation of liability, and termination mechanics.
- Credit support: structure guarantees and security packages proportionate to payment and termination exposure.
- Dispute-proofing: set evidence, notifications, escalation, and governing law/jurisdiction strategy.
- Closing support: coordinate signatures, conditions precedent, and implementation steps (templates, notices, playbooks).
Documents and information helpful for a first review
| Document | Why it matters | Notes |
|---|---|---|
| Draft term sheet and draft PPA (or redlines) | Baseline for identifying risk gaps and drafting priorities | Share assumptions and open points list |
| Project/offtaker profile (asset, expected generation/consumption, schedule) | Informs volume/profile risk and delivery design | High-level is sufficient for first pass |
| Financing constraints (if any) and lender requirements | Defines bankability topics (termination, step-in, security) | We focus on contract points, not financial advice |
| Credit support proposals (LC, guarantees, parent support) | Core mitigation for payment and termination risk | We align triggers and enforcement mechanics |
| Grid and operational constraints (curtailment, metering, settlement processes) | Impacts delivery, measurement, and dispute triggers | We define evidence and adjustment rules |
Risks and common mistakes
- Vague price and indexation clauses that cannot be applied consistently period-by-period.
- Force majeure and change in law clauses without clear notification, mitigation, and consequence mechanics.
- Unclear curtailment and grid-risk allocation that shifts operational risk unintentionally.
- Credit support instruments that do not match payment terms, cure periods, and termination rights.
- Definitions that do not match settlement mechanics (measurement points, profiles, balancing impacts).
- Termination clauses that create disproportionate exposure or are difficult to enforce.
- Dispute clauses that ignore evidence, timelines, and escalation steps, leading to procedural chaos.
FAQ
Do you work on both physical and financial PPAs?
Yes. The contractual focus differs by structure (delivery, settlement, market interfaces). We tailor drafting and risk allocation to your chosen model and counterparties.
How do you approach price and indexation clauses?
We aim for clauses that are objectively calculable, auditable, and consistent with settlement processes, while reflecting the commercial deal and risk appetite of the parties.
What is the role of force majeure and change in law in long-term PPAs?
These clauses manage exceptional events and regulatory shifts. We draft them with clear triggers, evidence, notifications, mitigation duties, and defined consequences (suspension, adjustment, termination).
Can you help with guarantees and security packages?
Yes. We align security instruments with payment mechanics, cure periods, termination rights, and enforcement steps, to reduce ambiguity in stress scenarios.
Can you support renegotiations and amendments after market changes?
Yes. We help structure amendments to preserve enforceability and avoid unintended effects on linked clauses such as security, termination, and settlement.
Internal links
Sources
- Legea nr. 123/2012 privind energia electrică și gazele naturale (Portal Legislativ)
- Directive (EU) 2019/944 on the internal market for electricity (EUR-Lex)
- Regulation (EU) 2019/943 on the internal market for electricity (EUR-Lex)
- Directive (EU) 2018/2001 on renewable energy (EUR-Lex)
- Codul civil (Legea nr. 287/2009) – text consolidat (Portal Legislativ)
- Regulation (EU) No 1227/2011 (REMIT) (EUR-Lex)