Understanding what CAE are is essential to explaining how they can be the subject of a sales contract. CAE are regulated by Royal Decree 36/2023 of January 24, which governs the Energy Savings Certificate system (RD 36/23). Our article The CAE Agreement in Spain details the concept and the involved parties.
Converting Energy Savings into CAEs
Before explaining how to buy and sell a CAE, it’s important to note that, unlike the CAE Agreement, energy savings must undergo a specific action to be converted into a CAE. Afterwards, the corresponding documentation must be submitted for transformation and registration as a CAE.
There are two primary methods or actions to convert energy savings into a CAE:
Standardized Action
It refers to an easily replicable energy efficiency action due to its characteristics and technical specifics. Typically, these actions are described in the “forms” of a catalogue proposed by the applicable regulations and are usually the most common and straightforward.
Singular Action
When it comes to a singular action (not covered in a predefined form), it may qualify for the issuance of valid Energy Savings Certificates (CAE). However, this is contingent upon the execution of the action and verification of the annual energy savings by an energy savings verifier.
To convert energy savings into a CAE after performing any of these actions, companies must submit documentation supporting and proving the energy savings to the relevant authority. This documentation set is called the CAE File.
Subsequently, a Verifier must validate the CAE File. The Verifier, accredited by the National Accreditation Entity (ENAC), can be freely chosen from providers offering this service. Their responsibility is to verify that the energy savings achieved through one or more energy efficiency actions, along with the documentation in the CAE File, meet all necessary information requirements.
After submission and approval of the CAE File, the entity must correctly register the CAE in the National Registry of Energy Savings Certificates.
After transforming energy savings into CAE, authorized parties can purchase and sell these CAE under Law 8/2014 of October 15, which approves urgent measures for growth, competitiveness, and efficiency.
Sale Contract of Energy Savings Certificates in Spain
Parties Involved in the CAE Sale Contract
Unlike under the CAE Agreement, signatories to a CAE sale contract can only be an obligated entity or a delegated entity holding such status under the law.
Article 14 of Order TED/815/2023 of July 18, which partially develops Royal Decree 36/2023 of January 24, establishing an Energy Savings Certificate System, states: Only obligated entities and delegated entities can submit applications for CAE issuance.
Thus, obligated entity and delegated entity are defined as follows:
Obligated Entity
According to Law 18/2014, an obligated entity refers to companies engaged in the sale of gas and electricity, wholesale operators of petroleum products, and wholesale operators of liquefied petroleum gas. Obligated entities are typically subject to rigorous regulation.
Delegated Entity
As per Royal Decree 36/2023, a delegated entity is any legal entity, whether public or private, accredited by the National Coordinator of the CAE System, with the capacity to manage and delegate CAE.
Content of the CAE Sale Contract
Like the CAE Agreement, there is no extensive regulation regarding the legal transaction of buying or selling a CAE. The legal condition is that only entities eligible to hold a CAE recognized by Spanish authorities can participate in such contracts, namely, obligated entities and delegated entities.
When buying or selling a CAE, it is necessary to ensure its status and whether it can be liquidated. Therefore, it is essential to regulate, among others, the following topics in the CAE sale contract:
- Audit and establish the phase of the CAE issuance process for CAE pm sale
- Regulate the maintenance of the lifespan of the energy efficiency action that leads to the issuance of the CAE on sale
- Ensure and regulate that the CAE on sale are registered in the National CAE Registry and fully enjoy the legal and economic rights inherent to them (or that they are in the registration process)
- Include statements and warranties regarding the CAE on sale, as applicable, by the seller
- Ensure that the CAE can be transferred before the relevant authorities.
Conclusion
The CAE sale contract should ensure that the CAE being bought or sold have been approved by the National Coordinator or that they hold such status.
Before signing the sale contract, reviewing the documents in the CAE File is essential. The contract should comprehensively regulate all issues related to the issuance process of the CAE.
At Mariscal Abogados, we specialize in drafting contracts for the sale of energy savings certificates (CAE) and advise buyers and sellers in the process, providing guarantees to both parties and ensuring legal certainty to the transaction.
If you need additional information regarding the CAE sales contract,
