Standard Terms and Conditions
These are the sole terms and conditions of sale (the “Terms”) of AMP Biomass Fuel Limited (the “Company” “we” or “us”) a limited company (registration number 05735950) whose registered office is at 1 Dover Street, London W1S 4LD and shall govern all transactions between us and any person, firm or company (“you”) who or which purchase any products, equipment, or services (the “Products”) from us. The Terms apply to all sales and deliveries of our Products by the Company or any group company or brand (including, but not limited to, AMP Clean Energy, Billington Bioenergy and PelletZone). All orders accepted by us are accepted on the conditions contained in these Terms. For the avoidance of doubt, the Terms supersede any conditions you purport to apply to any purchase order, confirmation of order, specification, or other document or which might otherwise have been relied upon by you whether in negotiation or at any stage in the dealings between us in respect of any Products and services supplied by us to you. Any contract entered into between us and you shall be subject to these Terms except where a change of these conditions is expressly agreed in writing and signed by a director or the secretary of the Company. Any representations about a specific product or service we provide shall have no effect unless expressly agreed in writing and signed by a director or the secretary of the Company. Each order placed by you shall be deemed to be an offer by you to purchase Products subject to these conditions. In these conditions any references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, extended, re-enacted or replaced. In these conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires. Clause headings shall not affect the construction of these conditions.
Moisture content of our wood chip product varies over the course of the year. From time to time the moisture content of the fuel delivered may be up to 7% more than stated in the specification. Product sold by volume is measured at point of loading and some settling may occur in transit.
All orders for our Products are subject to availability. Delivery shall be deemed to have taken place on the transfer of possession of the Products to you. The exception where the Products are delivered in bulk through a pipe, in which case delivery shall be deemed to take place when the Products pass from the delivery vehicles permanent or temporary pipe connection. Where our Products are delivered through a pipe, you accept that the quantity delivered shown by the vehicle weighing equipment shall be conclusive evidence of the quantity delivered. We cannot accept any responsibility for discrepancies between our measuring device and any other measuring device used by you. Where we are delivering wood fuel we will attempt to deliver the quantity ordered and you are responsible for ensuring that there is room in your fuel store or silo for that quantity. We shall not be in breach of our contract with you if less or more than the amount ordered is delivered and you shall pay for such Product at the contract rate. When we are delivering wood fuel to a site with more than one fuel store or silo you are responsible for ensuring that our Products are delivered into the correct store or silo and through the correct delivery pipe where fitted. You are responsible for providing us with all necessary information to ensure that each delivery made by us is safe and successfully meets your service requirements (including that the Products delivered are as ordered). You are responsible for ensuring there is adequate and appropriate equipment and storage for the Product. Any date or dates quoted by us for delivery to you are approximate and time for delivery shall not be made of essence by notice. If no date or dates are specified, we shall be entitled to a reasonable time to procure delivery of any Product or service. We shall use our reasonable endeavours to deliver an order for the Products within 5 working days but you hereby agree that you will not be entitled to refuse delivery of any of the Products by reason of any delay in delivery unless such delay shall be longer that 10 working days from the date of the order. Subject to the other provisions of these Terms, we will not be liable for any loss (including but not limited to loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of any Product (even if caused by our negligence). We shall be entitled to suspend a delivery where you are in breach of any of the payment terms specified in clause 4.
The price for each Product shall be that agreed between you and us or, in the absence of any specific agreement, shall be the market rate as charged by us at that time. The certificate of our Company Secretary as to the market rate shall be conclusive evidence of the facts certified therein. The price of the Product shall be inclusive of any applicable duty, but exclusive of VAT, which you shall be liable to pay us in addition to the cost of the Products. We reserve the right to increase our charges (including but not limited to the cost of delivery) to reflect any changes in costs that we are required by law to pass on (such as VAT and excise duty) and you must pay such increased charges.
5) Terms of Payment
If you are not an account holder and a payment schedule has not been specified by us you must pay for the Products at the time the order is made by bank transfer (unless another payment method such as cash on delivery or bankers draft is agreed by us). If you are notified at the time of placing the order (as confirmed on our invoice), that you are entitled to a settlement discount of the Products supplied to you (excluding VAT) then this discount shall only be valid where payment is received on or before the settlement date confirmed on our invoice to you. In all situations time shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. If you do not meet the payment terms which apply to you, you will be liable to pay interest to us at a monthly rate (but accrued daily) of 1% percent above the base rate for the time being of National Westminster Bank plc from the date on which payment became due to the date payment is actually received. In the event that you are declared bankrupt or insolvent or you compound or make arrangement with your creditors or you have any distressed levied against any of your assets or you have a receiver or liquidator appointed, we shall have the right to cancel delivery of the Products and terminate the agreement. All payments due to us shall be due immediately upon the termination of any agreement between us and you despite any other provision. You shall make all payments to us without any deduction, whether by the way of set-off or counterclaim, discount, abatement, or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you. Please note all accounts beyond our credit terms will be passed to our nominated debt collector. These accounts will also be subject to any other legal costs incurred in obtaining settlement. The Company may offset any amounts received from you, or owing to you, against any other amounts due or owing to you by us under this Agreement, or any other agreement between you and the Company or any of its group companies.
Legal and beneficial ownership of any of the Products supplied by us to you shall remain with us until we have received payment in full of all our invoices to you outstanding at the date of delivery. During such time as we retain title to any Product supplied by us, you acknowledge that you hold the Products on a fiduciary basis as our bailee, that you will keep the Products properly stored, protected and insured on our behalf. At any time prior to payment in full (whether or not payment is overdue) we may retake possession of the Products (or, in the event of such Products being indistinguishable, to take possession of Products of similar quality and quantity) and may enter upon your premises for this purpose (and such action shall be without prejudice to any other rights we may have without liability for loss suffered by you) and you shall accept in respect of any Products repossessed any credit note raised or issued by us. We shall be entitled to recover payment for the Product notwithstanding that ownership of the Product has not passed to us.
The risk in our Products passes to you when we deliver the Products to you (or to any third party if requested by you). We will not be liable for any breach of our agreement with you (which any such breach subject to the limitation of liability provisions specified in clause 8) unless you notify us within 7 days of the date on which you became aware, or ought upon diligent enquiry to have become aware, of any such breach (including the type and quantity of any of the Products delivered before it is used) and we are given a reasonable opportunity after receiving notice of examining the Products. Further, we will not be in breach if you make further use of the Products after giving such notice, or you alter or repair any of the Products without written consent. Subject to the express provisions of this clause, we shall be entitled in respect of the delivery of any Products (or any defective part thereof) in breach or our agreement with you, at our absolute discretion either to rectify such breach within the greater of 7 days and a reasonable period to refund the price of the Products (or any effective part thereof) provided we are able to recover (in the case of service to the extent possible) such Products.
Subject to the provisions of clause 7, the following provisions of this clause 8, set our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of both any breach of our agreement with you and any representation, statement or tortuous act or omission including negligence arising under or in connection with such agreement. All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from our agreement with you. Nothing in these Conditions excludes or limits our reliability for death or personal injury caused by our negligence or fraudulent misrepresentation.[YOUR ATTENTION IS IN PARTICULAR DRAWN TO THIS CONDITON] Subject to the express provisions of this clause 8 our total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise, arising in connection with the performance or contemplated performance of our agreement with you shall be limited to the price of the Products delivered to you and we shall not be liable to you for any indirect or consequential loss or damage (whether loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with such agreement. We will not be responsible for any direct loss or damage and any indirect or consequential loss or damage (including any loss of income, loss of profits, or loss interest or opportunity) arising from any breach by you of our agreement with you and you will fully and effectively indemnify us on demand against such loss that we suffer whether caused directly by your breach of these Terms or as a result of a claim against us by any third party. Unless arising from our driver’s negligence, we shall not be liable for any damages whatsoever caused by any wagon which is required to leave the public highway to effect delivery of any Product or service.
9) Your responsibilities
You agree to ensure that: (a) any special delivery instructions or hazards are clearly and concisely notified at the time of the order: (b) you provide safe access for our or our agents vehicles between the public highway and the actual point of delivery: (c) if, to effect delivery, our wagon is required to leave the public highway, the surface of any drive, access road or similar (and any man-lids or ducts) is capable of accepting heavy goods vehicles: (d) each fuel store or silo is sound and operational and, in the case of a site with more than one fuel store or silo, the fuel store or silo to be filled are clearly marked with the grade of fuel contained in each: (e) each fuel store or silo is properly vented and has a suitable method for the delivery driver to ascertain and view the contents of the fuel store or silo (f) reasonable and safe access is provided to us: (g) where electric or other forms of controlled gates are present, they do not close on our delivery vehicle or its equipment: (h) you observe all the conditions of any applicable storage License: (f) you shall not allow any smoking or naked lights, nor permit any stoves, electric or gas fires or radiators to function in the vicinity of the point of delivery. (g) You ensure that the boiler and equipment is turned off during delivery. For the avoidance of doubt, the indemnity provisions contained in clause 8 shall apply to any breach of your responsibilities contained in this clause 9.
10) Monitoring and other equipment
We may, by written agreement, hire or place on loan with you equipment (including fuel store or silo monitoring equipment, fuel stores or silos), with such equipment to remain wholly owned by us. The equipment shall be supplied in good and safe condition. If the equipment is damaged or destroyed for any reason other than our negligence, or not made available to us to disconnect or remove at our request, we will charge you for the repair or full replacement cost of the equipment. You will be advised in writing prior to the supply of the equipment of any special terms and conditions applicable to it, which shall be in addition to our Terms.
You shall not be permitted to assign our agreement with you or any part of it without our prior consent. We may assign our agreement with you or any part of it to any person, firm or company without your consent. Neither party shall be liable to the other for any breach of contract by reason of any delay in performing or any failure to perform any of its obligations if the delay or failure was due to any cause beyond its control and could not be avoided by taking reasonable measures (provided that all payment obligations to us are explicitly excluded from this provision). Each right or remedy under our agreement with you is without prejudice to any other right or remedy of us whether under our agreement with you or not. If any provision (or any part of any provision) of our agreement with you is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonableness be deemed severable and the remaining provisions of our agreement with you and the remainder of such provision shall continue in full force and effect. Failure or delay by us in enforcing or partially enforcing any provision of our agreement with you will not be construed as a waiver of any of our rights under our agreement with you. Any waiver by us or any breach of, or any default under, any provision of our agreement with you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of our agreement with you. If there is conflict between these Terms and any specific terms, these Terms will take priority. Where any party consists of more than one individual, these Terms shall apply jointly and severally to each individual that forms a party to the agreement with us. The formation, existence, construction, performance, validity and all aspects of our agreement with you shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.