Terms and Conditions
This Agreement is made between:
- The Buyer
- Ecochipp Limited, a Company registered in England & Wales with company number 08308693. Registered office: Ecochipp Ltd, Ecotec Services Ltd, Orchard Street, Worcester, WR5 3DW (Seller)
Each a Party and together the Parties.
- The Buyer operates a Wood Boiler.
- Seller has agreed to supply Wood Fuel to the Buyer
WHEREBY IT IS AGREED as follows:
- Wood Fuel
- Wood chip that meets the Buyer’s chipped wood fuel specification as set out in the Particulars and to the particular grade specified for the particular Wood Boiler.
- Wood Boiler
- The boiler plant fuelled by Wood Fuel, owned and operated by the Buyer.
- Raw Material
- The type of material that may be processed into Wood Fuel as specified for the Wood Boiler by the manufacturer of the Wood Boiler.
- Wood Fuel Order
- Notice by email or telephone from the Buyer or the Buyer’s representative to Seller that a Wood Fuel delivery is required.
- Confidential Information
- Information of a confidential nature (whether or not marked confidential) including but not limited to, the existence of this agreement, the price of the Wood Fuel and information concerning the business, affairs, customers, clients or suppliers of the other party.
- These Terms and Conditions shall prevail over any terms and conditions in the Buyer’s order unless specifically agreed in writing to the contrary.
- The Seller will make reasonable efforts to deliver the Wood Fuel ordered within a specific period following a Wood Fuel Order. However, The Seller does not accept liability for loss caused through non-delivery or delay. Time of delivery is not of the essence of the contract.
Access and Delivery
- The Buyer shall be responsible for ensuring prompt and safe vehicular access from the public highway to the point of unloading. It is the Buyers responsibility to see that the driver connects to the correct feed on the Buyer’s Wood Fuel store and to ensure that the storage into which the delivery is being made will accommodate the full quantity ordered.
- The Buyer will strictly observe all relevant law (including health and safety law and all relevant statutory regulations) before and during delivery and in particular they will not permit any smoking, naked lights, electric or gas fires near to a Wood Fuel store or inlet or vent pipe. The Buyer will indemnify the Seller against any damage, claims or costs arising out of a breach of this clause.
- The Seller’s measurement of quantity shall be accepted by the Buyer who will be responsible for checking the truck’s load before and after discharge of Wood Fuel. Should the Buyer or their representative climb onto the truck to check the load or for whatever reason, they shall do so at their own risk.
- Any claim by the Buyer that Wood Fuel supplied by the Seller, did not meet the Wood Boiler manufacturer’s recommendations, must be made in writing within 5 days of a delivery. The Buyer must notify the Seller promptly in writing if it becomes aware of any Wood Fuel which does not conform to the requirements set out in this Agreement. The Seller shall (subject to investigation and confirmation of the Buyer’s claims) replace the Wood Fuel with Wood Fuel that does conform to the recommendations for the Wood Boiler.
- It is accepted that the point of sale for any Wood Fuel from the Seller is as follows:-
- The actual point of the sale is when delivery is made to each of the Buyer’s sites. The particulars such as weight, moisture content, and volume will have been predetermined at the point of loading prior to delivery and as such will be assumed correct at the point of delivery. From these figures and along with an accepted delivery ticket signed for on-site at the time of delivery, the Seller will calculate how many kilowatt hours have been given using industry standards and guidelines to help the Seller to calculate these.
- The Seller will not enter into any negotiations to change the specification after the point of delivery as there are too many variables involved in this and the Buyer’s storage facilities etc. are beyond the Seller’s control.
- Should any problems with specification occur at the point of delivery, the Buyer should pause delivery and contact the Seller to decide what happens next.
- The Seller will decide with the Buyer the best action to take for a speedy and economical solution and work with the Buyer and the Seller’s suppliers (if required) to achieve this.
- Where the Seller is selling the Wood Fuel by kWh rather than by tonnes, the Buyer shall allow the Seller free access into the room where the Wood Boiler is located during normal office hours.
- The Seller shall not be liable for any death or injury caused to the Buyer or their representative unless such death or injury has been caused by the Seller’s negligence. Neither party shall exclude liability for things which cannot be excluded by law.
- The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement
- The Seller shall only be liable for negligence and wilful acts of default, up to a maximum liability of such amount that is equal to six month’s charges, based on the average charge over the past six months (or the life of the Agreement to date, if less than six months).
- If as a result of circumstances beyond its control, notwithstanding the exercise by it of reasonable diligence and foresight, a Party shall be unable to overcome or prevent a certain event, that shall be an event of force majeure
- If either Party is by reason of an event of force majeure unable to carry out in whole or in part its obligations under this Agreement, then upon written notice of such force majeure from the Party affected to the other Party, the affected Party shall be released from its obligations and suspended from the exercise of its rights under this Agreement to the extent that they are affected by, and during the period of continuance of, the event of force majeure provided that the affected Party shall continue to use reasonable efforts to overcome the circumstances of force majeure with all reasonable speed.
- No failure by either party to enforce a right under this Agreement shall be deemed a General waiver which shall prevent that party subsequently enforcing its rights and remedies under this Agreement. Any waiver by either Party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision of this Agreement.
Price and Payment
- Wood Fuel supplied and any delivery charges to be applied shall be charged by the Seller at the unit prices shown and agreed prior to delivery. VAT will be charged in addition at the rate at the time of delivery.
- For each delivery, the Seller shall submit an invoice to the Buyer. This invoice will specify the weight of the delivery in tons and the moisture content %. The Seller may invoice anytime after delivery of a Wood Fuel Order. The Buyer shall pay the invoice without deduction or set-off to the Seller by cheque or BACS payment within 7 days of the invoice date.
- The Seller shall be entitled to charge interest at a rate of 5% p.a. above the Bank of England base rate on overdue accounts.
- Title of any Wood Fuel delivered by the Seller to the Buyer shall remain vested with the Seller until that invoice and all related charges have been paid for in full, albeit this will not prevent the Buyer from using the Wood Fuel in the course of their business. The security of, and risk of loss of or damage to, the Wood Fuel is the responsibility of the Buyer from the point of delivery (which shall be effected once the Wood Fuel has been unloaded off the delivery vehicle into the Buyer’s store).
- The Buyer shall be responsible for ensuring that the Wood Boiler is operating in accordance with the Manufacturers recommendations and that its efficiency is not being impaired. The Buyer will provide to the Seller a written schedule of planned maintenance for each Wood Boiler. The Buyer will notify the Seller without delay in writing of any faults or other reason that may cause the Wood Boiler to be off-line for longer than 6 hours.
- The minimum delivery volume of Wood Fuel is 20 tonnes, and therefore the Buyer shall issue Wood Fuel Orders in multiples of 20 tonnes (unless otherwise agreed in the Particulars).
- The Buyer will use their Wood Fuel Boiler as their primary source of wood heating to ensure that the projected volume predicted by the Buyer will be achieved.
The Buyer accepts that the prices provided for the Wood Fuel are based on the economies of scale available to the Buyer and the Seller due to the Buyer committing to a minimum purchase.
- This contract embodies the entire understanding of the Parties and at the date of signature there are no promises, terms, conditions or obligations oral or written expressed or implied other than those contained herein. However, this Agreement may be subsequently modified by written agreement of both Parties. Confidentiality
- Each party undertakes that it shall not at any time during this contract, and for a period of two years after termination of this Agreement, disclose to any person any Confidential Information.
- Each Party may disclose the other party’s Confidential Information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this contract; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
- Any notice to be given under this Agreement shall be either delivered personally or sent by first class post or by electronic mail. The address for service for either Party is its registered office. A notice is deemed to have been served as follows:
- If personally delivered, at the time of delivery.
- If posted, at the expiration of 48 hours following the time of delivery into the custody of the postal authorities.
- If by email, upon the earlier of receipt of a ‘read receipt’ or receipt of an email confirming receipt of such notice.
- This Agreement shall in all respects be construed as an agreement subject to the laws of England and to the exclusive jurisdiction of the Courts of England.
- Should any provision of this Agreement be deemed illegal or void by a court of law, then that provision shall be deemed severed from this Agreement which, where possible, shall continue in force notwithstanding such severance