Terms & Conditions

Woodlets consumer and commercial Terms and Conditions

For commercial terms and conditions please scroll past consumer T&C's.

Woodlets Consumer Terms and Conditions 

These Terms and Conditions of Use and Sale set out the terms and conditions upon which we sell our products to you as a consumer (which means that you are purchasing the products in your capacity as an individual outside of your trade, business, craft or profession, and the use of our products by you will be for your domestic, private, and non-commercial use only). Where you are not a consumer, you should use our Supplier Standard Terms. PLEASE NOTE CLAUSE 13 WHICH LIMITS OUR LIABILITY TO YOU AND CLAUSE 8.3 WHICH REMOVES YOUR RIGHT IN CERTAIN CIRCUMSTANCES TO CANCEL FOR CONVENIENCE.

Consumer terms

1. These terms

  1. 1.1 What these terms cover. These are the terms and conditions on which we supply products to you.

  2. 1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2. Information about us and how to contact us

  1. 2.1 Who we are. We are LAND ENERGY GIRVAN LIMITED a company registered in England and Wales. Our company registration number is 06813953 and our registered office is at Bisca House, Sawmill Lane, Helmsley, North Yorkshire YO62 5DQ. Our registered VAT number is 125 5081 36.

  2. 2.2 How to contact us. You can contact us by telephoning our customer service team on 01465 716010 or by writing to us at enquiries@land-energy.com and/or Land Energy, 13 Ladywell Avenue, Grangestone Industrial Estate, Girvan KA26 9PF, UK.

  3. 2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us in your order.

  4. 2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3. Our contract with you

  1. 3.1 How we will accept your order. Our acceptance of your order will take place when we write to you to accept your order, at which point a contract will come into existence between you and us.

  2. 3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

  3. 3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4. Our products

  1. Products and packaging may vary slightly from their pictures. The images of the products and/or packaging on our website or in our brochure are for illustrative purposes only. Your product and/or packaging may vary slightly from those images.

5. Your rights to make changes

  1. If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 - Your rights to end the contract).

6. Our rights to make changes

  1. 6.1 Minor changes to the products. We may change the product: 6.1.1 to reflect changes in relevant laws and regulatory requirements; or 6.1.2 to implement minor technical adjustments and improvements. These changes will not affect your use of the product.

7. Providing the products

  1. 7.1 Delivery costs. The costs of delivery will be as informed to you over the telephone or in the course of email exchanges, or as set out on our website or in our brochure.

  2. 7.2 When we will provide the products. Once you have placed your order our courier will contact you to arrange for delivery of your product (where you have placed an order for a single one-off delivery, and for the first delivery where you have placed an order for a number of deliveries over a period of time).

    1. 7.2.1 If you make an order for a single, one-off delivery, we will deliver the products to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.

    2. 7.2.2 If you make an order for a number of deliveries over a period of time (for example a delivery once a month), we shall agree with you at the time you place your order a timetable for delivery. The first delivery will be within 30 days after we accept your order. Unless we hear from you at least 5 working days before any scheduled delivery date that you wish to change the delivery date, we will deliver the products to you in accordance with that timetable. Where you wish to change the delivery date, please contact us at the number provided at clause 2.2. Please note that we reserve the right to charge you reasonable fees to cover any additional costs we incur as a result of any changes to the agreed timetable for delivery.

  3. 7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

  4. 7.4 If you are not at home when the product is delivered. If no one is available at your address to take delivery, we will leave you a note informing you of how to rearrange delivery. We may charge you any costs we incur for any failed or further delivery.

  5. 7.5 If you do not re-arrange delivery. If after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you to re-arrange delivery we may end the contract and clause 10.2 will apply.

  6. 7.6 If you do not grant us sufficient access to deliver the product. Please refer to our Delivery Policy which can be found at www.woodlets.co.uk. By placing your order you confirm that you are able to and will provide sufficient access for us to deliver our product to you. Where we are not able to deliver the product because you have not provided sufficient access (as specified in the Delivery Policy), we may end the contract and clause 10.2 will apply.

  7. 7.7 Your legal rights if we deliver products late. You have legal rights if we deliver any products late. If we miss the delivery deadline for any products then you may treat the contract as at an end straight away if any of the following apply:

    1. 7.7.1 we have refused to deliver the products

    2. 7.7.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or

    3. 7.7.3 you told us before we accepted your order that delivery within the delivery deadline was essential.

  8. 7.8 Setting a new deadline for delivery. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.7, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.

  9. 7.9 Ending the contract for late delivery. If you do choose to treat the contract as at an end for late delivery under clause 7.7 or clause 7.8, you can cancel your order for any of the products. Where you have placed an order for a number of deliveries over a period of time (for example a delivery once a month), you may cancel your contract for the instalment which has not been delivered and/or all future instalments. After that we will refund any sums you have paid to us for the cancelled products and their delivery. If the products in question have been delivered to you, you must allow us to collect them from you. We will pay the costs of collection. Please call customer services at the number provided at clause 2.2 or email us at the email address provided at clause 2.2 to arrange collection.

  10. 7.10 When you become responsible for the products. A product will be your responsibility from the time we deliver the product to the address you gave us and to which we have agreed to deliver the product.

  11. 7.11 When you own products. You own the products once we have received payment in full.

  12. 7.12 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, your delivery address. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

  13. 7.13 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:

    1. 7.13.1 deal with technical problems or make minor technical changes;

    2. 7.13.2 update the product to reflect changes in relevant laws and regulatory requirements; and

    3. 7.13.3 make changes to the product as requested by you or notified by us to you (see clause 6).

  14. 7.14 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 30 days we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 30 days, and we will refund any sums you have paid in advance for the product in respect of the relevant period after you end the contract.

  15. 7.15 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12.5).

8. Your rights to end the contract

  1. 8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

    1. 8.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the products replaced or a or to get some or all of your money back), see clause 11;

    2. 8.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;

    3. 8.1.3 If you have just changed your mind about the product, see clauses 8.3 and 8.4 (“right to change your mind”). You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any products;

    4. 8.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.5.

  2. 8.2.4 below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:

    1. 8.2.1 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;

    2. 8.2.2 there is a risk that supply of the products may be significantly delayed because of events outside our control;

    3. 8.2.3 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 30 days; or

    4. 8.2.4 you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 7.7)).

  3. 8.3 When you don't have the right to change your mind. You do not have a right to change your mind in respect of any products which:

    1. 8.3.1 you have not protected from the elements and which are no longer in the same condition as they were at the point of delivery; and/or

    2. 8.3.2 become mixed inseparably with other items on or after their delivery. You acknowledge and agree that where, on delivery, the products are transferred from our delivery vehicle directly to your storage unit (for example where the products are poured or bulk-blown into your storage unit) our products will be mixed inseparably.

  4. 8.4 How long do I have to change my mind? How long you have depends on how the products are delivered. You have a right to change your mind within 14 days (also know an the “cooling-off period”) after you have received the products, unless:

    1. 8.4.1 Your products are split into several deliveries over different days. In this case you have until 14 days after the day you receive the last delivery to change your mind about the products;

    2. 8.4.2 Your products are for regular delivery over a set period (for example your products are for regular delivery once a month for a twelve month period). In this case you have until 14 days after the day you receive the first delivery of the products.

  5. 8.5 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed (i.e. once you have taken delivery of a product and paid for it), but you may have to pay us compensation, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) compensation for the net costs we will incur as a result of your ending the contract. Where your order is for a number of deliveries over a period of time (for example a delivery once a month), and you cancel all future deliveries having received a discounted rate on the basis of placing the order, we may invoice you for the difference between the reduced price paid by you and the full non-reduced price of any product delivered.

9. How to end the contract with us (including if you have changed your mind)

  1. 9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

    1. 9.1.1 Phone or email. Call customer services on the number provided at clause 2.2 or email us at the email address provided at clause 2.2. Please provide your name, home address, details of the order and, where available, your phone number and email address.

    2. 9.1.2 By post. Simply write to us at the address provided at clause 2.2, including details of what you bought, when you ordered or received it and your name and address.

  2. 9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us unless we advise otherwise. You must allow us, where we require their return, to collect them from you (which includes providing us with sufficient access to collect them). Please call customer services on the number provided at clause 2.2 or email us at the email address provided at clause 2.2 to discuss collection.

  3. 9.3 When we will pay the costs of return. We will pay the costs of return:

    1. 9.3.1 if the products are faulty or misdescribed;

    2. 9.3.2 if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.

    3. In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return. We will charge you the direct cost to us of collection.

  4. 9.4 How we will refund you. We will refund you the price you paid for the products including any delivery costs which you are entitled to, by the method you used for payment. However, we may make deductions from the price, as described below.

  5. 9.5 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:

    1. 9.5.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the products, if this has been caused by your handling them in a way which affects the quality of the product and/or packaging. If we refund you the price paid before we are able to inspect the products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

    2. 9.5.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

  6. 9.6 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.

10. Our rights to end the contract

  1. 10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

    1. 10.1.1 you do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due;

    2. 10.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, your delivery address;

    3. 10.1.3 you do not, within a reasonable time, allow us to deliver the products to you.

  2. 10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we incur as a result of your breaking the contract. Where your order is for a number of deliveries over a period of time (for example a delivery once a month), and you cancel all future deliveries having received a discounted rate on the basis of placing the order, we may invoice you for the difference between the reduced price paid by you and the full non-reduced price of any product delivered.

11. If there is a problem with the product

  1. 11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team on the number provided at clause 2.2 or write to us at the email address provided at clause 2.2.

  2. 11.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights.

  3. 11.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must allow us to collect them from you (which includes providing us with sufficient access to collect them). We will pay the costs of collection. Please call customer services on the number provided at clause 2.2 or email us at the email address provided at clause 2.2 to arrange collection.

12. Price and payment

  1. 12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price as informed to you over the telephone, set out in our brochure or on our website, or informed to you in the course of email exchanges. We use our best efforts to ensure that the price of the product advised to you is correct. However, please see clause 12.3 for what happens if we discover an error in the price of the product you order.

  2. 12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

  3. 12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you.

  4. 12.4 When you must pay and how you must pay. We accept payment with the credit and debit cards listed on our website. For orders placed:

    1. 12.4.1 through our website, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you;

    2. 12.4.2 by telephone or by email, payment will be as agreed between us by telephone, or through email exchanges.

  5. 12.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% above the base rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

  6. 12.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

  7. 12.7 Taxes you must pay. You shall be responsible for complying with any legislation or regulations governing the importation of the products into the country of destination and for the payment of any duties on them.

13. Our responsibility for loss or damage suffered by you

  1. 13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

  2. 13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products including the right to receive products which are as described and match information we provided to you and any sample or model seen or examined by you, of satisfactory quality, fit for any particular purpose made known to us and which are supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987.

  3. 13.3 Damage to your property. We will make good any damage to your property caused by us while delivering the products to you unless such damage is caused where you have not provided access to your property as required by the Delivery Policy which can be found at www.woodlets.co.uk. We are not responsible for the cost of repairing any pre-existing faults or damage to your property.

  4. 13.4 We are not liable for business losses. We only supply the products under these Terms and Conditions for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you whatsoever (including but not limited to any liability for any loss of profit, loss of business, business interruption, or loss of business opportunity).

14. How we may use your personal information

  1. 14.1 How we will use your personal information. We will use the personal information you provide to us:

    1. 14.1.1 to supply the products to you;

    2. 14.1.2 to process your payment for the products; and

    3. 14.1.3 if you agree to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us; and

    4. 14.1.4 otherwise in accordance with our privacy policy which can be found at www.woodlets.co.uk.

  2. 14.2 We will only give your personal information to other third parties where the law either requires or allows us to do so.

15. Other important terms

  1. 15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 5 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.

  2. 15.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

  3. 15.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

  4. 15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

  5. 15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

  6. 15.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and the English courts shall have non-exclusive jurisdiction.

Model Cancellation Form

  1. Complete and return the below form only if you wish to withdraw from the contract

    Cancellation Form

Supplier Standard Terms & Conditions

1. INTERPRETATION

  1. In this Contract, except where the context otherwise requires:

  2. 1.1 the following terms shall have the following meanings:

    "Accept" or "Accepted" means (as appropriate):

      1. (a) the Collection of any Load of On-Specification Product by the Customer or Delivery thereof by the Supplier to the Customer Site; or
      2. (b) the Commingling or Utilisation of any Consignment of On-Specification and/or Off-Specification Product by the Customer or where the Mode of Supply specified in the Particulars results in Commingling; or
      3. (c) the Customer fails to serve a Rejection Notice on the Supplier in relation to any Consignment of Off-Specification Product within the Rejection Notice Period;

    "Additional Tonnage" means tonnage beyond the Contract Tonnage which the Parties agree to make available for Collection and/or Delivery as appropriate pursuant to Clause 7;

    "Affiliate" means in relation to any person, any holding company or subsidiary of that person or any subsidiary of such holding company, and "holding company" and "subsidiary" shall have the meaning given to them in Section 1159 of the Companies Act 2006;

    "Annual Accepted Contract Tonnage" means the tonnage of Product Accepted in the relevant Contract Year;

    "Business Day" means a day (other than Saturday or Sunday) on which banks are open for domestic business in the City of London;

    "Change in Law" means the coming into effect (or, in the case of (b) or (c), the date of publication or making) after the Contract Date of:

        1. (a) any Legislation;
        2. (b) any Guidance; and/or
        3. (c) any applicable judgement of a relevant court of law which changes a binding precedent or creates a binding precedent where none previously existed, in each case which has the effect of increasing the cost of production of Product;

    "Collect" means the deposit of Product into a Collection Vehicle and "Collection" and “Collected” shall be construed accordingly;

    "Collection Point" means a location at the Supplier Site where the Collection Vehicles can be safely loaded with Product;

    "Collection Vehicle" means a vehicle of a type approved by the Supplier pursuant to Clause 3.4 used by the Customer to collect Product from the Supplier Site;

    "Contract" means this agreement, including the Particulars, these Standard Terms and Conditions, and the Schedules (if any);

    "Contract Year" means, for the duration of the Contract Term, each period of 12 months from the Supply Commencement Date;

    "Commingle" means combining a Consignment with any other Consignment or other material;

    "Consignment" means, taken together, all the Product Collected or Delivered on the same day;

    "Contract Date" means the date specified at the front of this Contract;

    "Contract Term" means the period starting on the Supply Commencement Date and ending on the Expiry Date;

    “Contract Tonnage” has the meaning set out in the Particulars and which may be amended in accordance with Clause 7.2.1;

    "Customer Event of Default" means any of the following:

      1. (a) an Insolvency Event occurs in relation to the Customer;
      2. (b) a failure by the Customer to pay the Supplier within 30 days of formal written demand amounts properly owing and overdue by 30 days which are not subject of a bona fide dispute; and
      3. (c) unless otherwise agreed by both Parties, the Customer fails to Collect and/or accept Delivery of the Contract Tonnage in any Contract Year,for which purposes any failure (save in relation to Customer Event of Default (a)) shall be ignored to the extent directly caused by the breach of the terms of this Contract by the Supplier;

    "Customer Insurances" means:

        1. (a) Public Liability (both for the Customer and any haulage contractor used by the Customer to Collect Product): £2 million;
        2. (b) all applicable statutory insurances; and
        3. (c) Customer Site: Material Damage All Risks for its full reinstatement value;

    "Customer Party" means the Customer, and any of its sub-contractors or agents (in each case of any tier but excluding any Supplier Party), or any director, officer or employee of any of the foregoing;

    "Customer Representative" has the meaning set out in the Particulars;

    "Customer Site" has the meaning set out in the Particulars;

    "Default Interest" means interest becoming payable pursuant to Clause 8.5;

    "Default Interest Rate" means 2% above the base rate of Barclays Bank PLC from time to time;

    "Delivery" means the point at which the Product is no longer in/on the Delivery Vehicle as it has been delivered in accordance with the Mode of Supply at the Customer Site and “Delivery” and “Delivered” shall be construed accordingly;

    "Delivery Day" means a day on which it has been agreed that Product can be Delivered in accordance with the procedure set out in Clause 7;

    “Delivery Vehicle” means a vehicle used by the Supplier to deliver Product to the Customer Site;

    "Dispute Resolution Procedure" means the procedure set out in Clause 17;

    "Excluded Loss" means any special, consequential or indirect losses of any nature, and any loss of opportunity, loss of goodwill, loss of business, and loss of profit or revenue;

    "Expiry Date" means the date upon which this Contract expires in accordance with the provisions of Clause 13;

    "First Indexation Application Date" is the first date upon which the Indexation of Price first takes effect, as set out in the Particulars;

    "Force Majeure Basis" means on the basis as if the Expiry Date had been brought forward to the date of termination, and without any liability of either Party to the other in relation to obligations that could reasonably have been met had the Expiry Date not been brought forward;

    "Force Majeure Claimant" has the meaning set out in Clause 12.2;

    "Force Majeure Event" means:

        1. (a) (provided always that the procedure set out in Clause 12 has been followed in relation to such event) any event outside both the reasonable control of a Party, and (in relation to the Customer) any Customer Party or (in relation to the Supplier) any Supplier Party, in each case which directly causes such Party to be unable to comply with all or a material part of its obligations under this Contract, PROVIDED THAT an inability to pay shall never be capable of constituting or contributing towards a Force Majeure Event no matter what the cause of such inability to pay; and
        2. (b) a Change in Law to the extent that Clause 10.3 applies;

    "Force Majeure Longstop Period" means 3 months from the date of commencement of the Force Majeure Event;

    "Funders" means any providers of debt to and/or holders of equity in the Supplier from time to time;

    "Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight and operating practice which would reasonably be expected from a skilled and experienced person engaged as the case may be in the same type of undertaking as that of the Supplier (in relation to obligations undertaken by the Supplier) or the Customer (in relation to obligations undertaken by the Customer) under the same or similar circumstances;

    "Guidance" means any applicable guidance or directions issued by a Relevant Authority with which the Supplier needs to comply acting in accordance with Good Industry Practice;

    "Indexation Base Date" is the date from which the Indexation Indices are applied to adjust the Price, as set out in the Particulars;

        "Indexation Indices" is the index or indices (if more than one index is agreed) to be applied to adjust the Price, as set out in the Particulars;

    "Indexation Period" is the frequency with which Indexation is applied to adjust the Price, as set out in the Particulars;

    "Indexed" or "Indexation" means adjusted in accordance with the provisions set out in the Particulars;

    "Initial Fixed Term" is the minimum term of the Contract, as set out in the Particulars;

    "Insolvency Event" means, in relation to a Party, where:

        1. (a) a court makes an order that such Party be wound up or a resolution for a voluntary winding-up of such Party is passed except in the case of:
          1. (i) winding up proceedings where such application is contested and withdrawn or struck out within 20 Business Days of commencement; or
          2. (ii) a voluntary winding up for the purpose of amalgamation, reconstruction, merger or take-over, and in such manner that the resulting entity from such arrangements validly and effectively agrees to be bound by or assume such Party's obligations under this Contract; or
        2. (b) any receiver and/or manager or administrative receiver in respect of all or a substantial part of the assets of such Party is appointed which appointment is not set aside within 20 Business Days of the date of appointment; or
        3. (c) any voluntary arrangement is made for a composition of debts or a scheme of arrangement is approved under the Insolvency Act 1986 or the Companies Act in respect of such Party unless:
          1. (i) previously approved by the other Party; or
          2. (ii) the voluntary arrangement or scheme of arrangement is made for the purpose of amalgamation, reconstruction, merger or take-over, and in such manner that the resulting entity from such arrangements validly and effectively agrees to be bound by or assume such Party's obligations under this Contract; or
        4. (d) an administration order is made in respect of such Party which is not discharged within 20 Business Days of the date of the relevant order;

    "Legislation" means any act of Parliament or subordinate legislation within the meaning of s21(1) of the Interpretation Act 1978, any exercise of the Royal Prerogative and any enforceable community right within the meaning of s2 of the European Communities Act 1972 in each case in the United Kingdom;

    "Load" means the Product located within a single Collection Vehicle or Delivery Vehicle upon its presentation to the Weighbridge on its way off the Supplier Site;

    "Losses" means (to the extent reasonably and properly incurred and in relation to which the Party claiming the loss can provide supporting evidence to the reasonable satisfaction of the liable Party) all direct losses, liabilities, claims, costs, actions, proceedings, demands, compensation, legal remedies, awards, charges and expenses, but excluding any Excluded Losses, and "Loss" shall be construed accordingly;

    “Mode of Supply” means the mode of supply set out in the Particulars;

    "Month" means a calendar month within a Contract Year;

    "Off-Specification" means non-compliant with the Specification;

    "On-Specification" means compliant with the Specification;

    "Particulars" means the particular set out at the front of this Contract;

    "Party" means the Customer or the Supplier (as appropriate) and "Parties" shall mean both the Customer and the Supplier;

    "Price" has the meaning set out in the Particulars, as Indexed from time to time;

    "Product" means wood pellets provided by the Supplier;

    “Proof of Delivery” means the proof of delivery form which the Supplier provides to the Customer where the Supplier Delivers Product;

    "Recovery" means the recovery of Rejected Product by the Supplier from the Customer Site;

    "Recovery Vehicle" means a vehicle used by the Supplier to recover Rejected Product from the Customer Site;

    "Reject" means to reject a Consignment in compliance with the procedure set out in Clause 5, and "Rejection" shall be construed accordingly;

    "Rejected Consignment Recovery Period" means the period commencing at 5pm on the date upon which a Rejection Notice is served on the Supplier, and expiring at 5pm seven (7) Business Days thereafter;

    "Rejection Notice" has the meaning set out in Clause 5.5;

    "Rejection Notice Period" means the period commencing at 5pm on the date upon which a Consignment is Collected or Delivered (as appropriate), and expiring at 5pm 2 Business Days thereafter;

    "Relevant Authority" means any court with the relevant jurisdiction and any local, national or supra-national agency, local authority, inspectorate, minister, ministry, official or public or statutory person of the Government of the United Kingdom or of the European Union;

    "Sampling" means the sampling undertaken by the Parties pursuant to Clause 5.1 and the Sampling Protocol;

    "Sampling Laboratory" means:

        1. (a) in relation to the first test if required to be undertaken by the Customer pursuant to Clause 5.1, the Customer’s own laboratory (or a laboratory of its choice);
        2. (b) in relation to the second test if required to be undertaken by the Supplier pursuant to Clause 5.6.1, the Supplier’s own laboratory (or a laboratory of the Supplier’s choice); and
        3. (c) in relation to the third test to be undertaken if required to be undertaken pursuant to Clause 5.7.2, an independent laboratory agreed by the Parties (such agreement not to be unreasonably withheld or delayed);

    "Sampling Protocol" means the protocol specified in Clause 5;

    "Schedule for Collection" means shipments which the Supplier becomes contractually obliged to make available for Collection, and the Customer is obliged to Collect, in accordance with a timetable agreed between the Parties pursuant to the operation of the procedure set out in Clause 7;

    "Schedule for Delivery" means shipments which the Supplier becomes contractually obliged to Deliver, and the Customer is obliged to take Delivery of, in accordance with a timetable agreed between the Parties pursuant to the operation of the procedure set out in Clause 7;

    "Specification" means the specification set out in the Particulars;

    "Supplier Event of Default" means any of the following:

        1. (a) an Insolvency Event occurs in relation to the Supplier;
        2. (b) unless otherwise agreed by both Parties, the Supplier fails to supply at least 75% of the Contract Tonnage in any Contract Year;
        3. for which purposes any failure (save in relation to Supplier Event of Default (a)) shall be ignored to the extent directly caused by the breach of the terms of this Contract by the Customer;

    "Supplier Insurances" means:

        1. (a) Public Liability: £2 million;
        2. (b) all applicable statutory insurances; and
        3. (c) Supplier Site: Material Damage All Risks for its full reinstatement value;

    "Supplier Party" means the Supplier, and any of its sub-contractors, agents, customers or suppliers (in each case of any tier but excluding any Customer Party), or any director, officer or employee of any of the foregoing;

    "Supplier Representative" has the meaning set out in the Particulars;

    "Supplier Site" has the meaning set out in the Particulars;

    "Supply Commencement Date" is the date specified in the Particulars upon which Collections and/or Deliveries of Product are to commence;

    "Supply Day" means a day on which it has been agreed that Product can be Collected or Delivered in accordance with the procedure set out in Clause 7;

    "Termination Date" means the earlier to occur of the Expiry Date or the date upon which the contract comes to an end in accordance with its terms;

    “Top-Up Service” means the top-up service referred to in to Clause 7.9, and details of which are set out in the Particulars;

    "Utilise" means (in relation to Product) change the physical properties of the Product by whatever means, and "Utilisation" shall be construed accordingly;

    "Week" means a 7 day period within the Term, commencing at 0:00 on Monday and terminating at 24:00 on the following Sunday; and

    "Weighbridge" means any weighbridge at the Supplier Site used to weigh Product Collected by or supplied to the Customer pursuant to the terms of this Contract;

  3. 1.2 any words denoting the singular shall include the plural and vice versa;

  4. 1.3 the masculine includes the feminine and the neuter and vice versa;

  5. 1.4 the singular includes the plural and vice versa;

  6. 1.5 a reference in this Contract to any Clause, Sub-clause is (except where it is expressly stated to the contrary) a reference to such Clause or Sub-clause of this Contract;

  7. 1.6 any reference to this Contract or to any contract, document or other instrument shall include (subject to any relevant consents and any other provision of this Contract expressly concerning such contract, document or other instrument) a reference to that contract, document or other instrument as amended, supplemented, substituted, novated or assigned;

  8. 1.7 a reference to a person includes firms and corporations and their successors and permitted assignees or transferees;

  9. 1.8 references to any statute or statutory provision (including any EU Instrument) shall include:

    1. 1.8.1 any subordinate legislations made under it;
    2. 1.8.2 any provision which it has modified or re-enacted (whether with or without modification); and
    3. 1.8.3 any provision which subsequently supersedes it or re-enacts it (whether with or without modification);
  10. 1.9 words preceding include, includes, including and included shall be construed without limitation by the words which follow those words unless inconsistent with the context, and the rule of interpretation known as ejusdem generis shall not apply;

  11. 1.10 the list of contents and the headings to the Clauses and parts of this Contract and to the paragraphs of the Schedules are for the ease of reference only and shall not affect the construction of this Contract;

  12. 1.11 the Schedules to this Contract (including any annexes or appendices thereto) are an integral part of this Contract and reference to this Contract includes a reference thereto and reference to any Schedule includes a reference to any annex or appendix of any such Schedule thereto; and

  13. 1.12 any reference to a public organisation shall be deemed to include a reference to any successor (public or otherwise) or to such public organisation or any organisation or entity which has taken over the functions or responsibilities of such public organisation.

2. PRIMARY OBLIGATIONS OF THE SUPPLIER

The Supplier shall, subject to and in accordance with the terms of this Contract:

  1. 2.1 (as appropriate) Deliver and/or make the Contract Tonnage in each Contract Year available for Collection;

  2. 2.2 load the Collection Vehicles (as appropriate) presented at the Supplier Site;

  3. 2.3 issue a weighbridge ticket for each Collection Vehicle or Delivery Vehicle exiting the Supplier Site with a Load; and

  4. 2.4 at all times act in accordance with applicable Legislation and Good Industry Practice.

3. PRIMARY OBLIGATIONS OF THE CUSTOMER

    The Customer shall, subject to and in accordance with the terms of this Contract:
  1. 3.1 collect the Product made available for Collection at the Supplier Site and/or accept Delivery of the agreed Contract Tonnage in each Contract Year;

  2. 3.2 pay the Price for each tonne of Accepted Product in accordance with Clause 8; and

  3. 3.3 at all times act in accordance with applicable Legislation and Good Industry Practice (including without limitation whilst on the Supplier Site, the Supplier’s site rules).

  4. 3.4 use Collection Vehicles (as appropriate) of a type and capacity which have been approved by the Supplier in writing (acting reasonably, having regard inter alia to the requirements of other users of the Supplier Site, any planning conditions, and the loading mechanisms available at the Supplier Site); and

  5. 3.5 provide the Supplier with sufficient access to the Customer Site to Deliver the Product (as appropriate), having regard to the Supplier’s requirements for Delivery which may be communicated to the Customer from time to time; where the Customer fails to comply with this obligation the time for Delivery shall be extended as appropriate and the Supplier may charge the Customer for any additional costs or charges it incurs for any failed or further Delivery.

4. NOT USED

  1. Not used

5. SAMPLING, STORAGE AND THE RIGHT TO REJECT

  1. 5.1 All and any initial sampling and analysis of the Collected Product or any Product for Delivery deemed necessary by the Customer shall be carried out by the Customer at its own expense at the Sampling Laboratory in accordance with the Sampling Protocol.

  2. 5.2 Each Party shall, upon reasonable written request, supply copies of the results of any tests undertaken by such Party in relation to Product which is Collected or Delivered or is intended to be made available for Collection or is intended to be Delivered, to the other as soon as reasonably practicable once the results are known. Such test results shall comprise Confidential Information of the Party providing the copies for the purposes of Clause 19.

  3. 5.3 The Customer undertakes that it shall not Commingle any Consignment and shall keep each Consignment protected from the elements and otherwise in all material respects in the same condition as it was at the point of Collection or Delivery from the time of Collection or Delivery of any Product until the earlier to occur of:

    1. 5.3.1 the Acceptance of the Consignment of which the Product forms a part;
    2. 5.3.2 (in circumstances where a Rejection Notice has not been served on the Supplier during such Rejection Notice Period) the expiry of the Rejection Notice Period;
    3. 5.3.3 (in circumstances where a Rejection Notice has been served on the Supplier during the Rejection Notice Period) the expiry of the Rejected Consignment Recovery Period; and
    4. 5.3.4 (in circumstances where a Rejection Notice has been served on the Supplier during the Rejection Notice Period and the Supplier Recovers the Rejected Consignment from the Customer) the loading of the Rejected Product into a Recovery Vehicle.
  4. 5.4 The Customer acknowledges and agrees that where it has Commingled the Consignment, or it has not kept the Consignment protected from the elements and otherwise in all material respects in the same condition as it was at the point of Collection, it will lose its right to serve a Rejection Notice and its right to Reject the Consignment. The Customer acknowledges that where, on Delivery, the Product is transferred from the Supplier’s Delivery vehicle directly into the Customer’s storage unit (for example where the goods are poured or bulk-blown into the Customer’s storage unit), the Product shall immediately become Commingled and be deemed Accepted, and the Customer will lose its right to serve a Rejection Notice and its right to Reject the Consignment.

  5. 5.5 (Without prejudice to the provisions of Clause 5.4) Product in a Consignment shall be deemed to be Accepted unless the Customer serves a written notice (the "Rejection Notice") on the Supplier within the Rejection Notice Period detailing:

    1. 5.5.1 the date of the Consignment;
    2. 5.5.2 the Load(s) Collected and/or Delivered on the date of the Consignment; and
    3. 5.5.3 a statement that the Customer is rejecting the Consignment on the basis that the Product in such Consignment is Off-Specification; and accompanies such written notice with a copy of the results of the sampling undertaken by the Sampling Laboratory (or other evidence reasonably satisfactory to the Supplier) which demonstrates that the Consignment is Off-Specification.
  6. 5.6 Upon receipt of the Rejection Notice, and provided that the Customer is entitled to serve a Rejection Notice and it is served within the Rejection Notice Period, the Supplier may:

    1. 5.6.1 at any time prior to the expiry of the Rejected Consignment Recovery Period, by written notice to the Customer challenge the Rejection of the Consignment by the Customer and, at its own cost, undertake a further sampling of the Consignment at the Sampling Laboratory (in which event the Rejected Consignment Recovery Period shall be extended by a period equal to the date upon which the challenge notice is served on the Customer until the dispute has been settled or determined in accordance with the Dispute Resolution Procedure); and/or
    2. 5.6.2 by agreement with the Customer (both Parties acting reasonably) at its own cost arrange for the Recovery of the Rejected Consignment from the Customer prior to the expiry of the Rejected Consignment Recovery Period, in which event it shall be the responsibility of the Customer to load the Rejected Product into the Recovery Vehicles.
  7. 5.7 In the event that the resampling of the Consignment undertaken pursuant to Clause 5.6.1 demonstrates that:

    1. 5.7.1 the Consignment is Off-Specification, the Consignment shall be conclusively deemed to be Off-Specification; or
    2. 5.7.2 the Consignment is On-Specification, the Parties shall undertake a third sampling of the Consignment at the Sampling Laboratory, the results of which shall be deemed to be conclusive as to whether the Consignment is On-Specification or Off-Specification.
  8. 5.8 If the Supplier fails to Recover Rejected Product prior to the expiry of the Rejected Consignment Recovery Period, the Customer shall be at liberty to dispose of such Rejected Product itself and recover the reasonable costs of such disposal from the Supplier unless the Supplier’s failure to Recover Rejected Product is due to any (in)action of the Customer which does not enable the Supplier to Recover the Rejected Product. For the avoidance of doubt, any Utilisation of Rejected Product shall be deemed to be an Acceptance of the Rejected Consignment.

  9. 5.9 Where the results, further to Clause 5.7.2, show that the Consignment is On-Specification, the Customer shall be liable for any costs incurred by the Supplier in providing any further sampling and/or transportation.

  10. 5.10 Where:

    1. 5.10.1 the results, further to either Clause 5.7.1 or 5.7.2, show that the Consignment is Off-Specification; or
    2. 5.10.2 following receipt of a Rejection Notice, the Supplier does not exercise its rights pursuant to Clause 5.6.1 to challenge the Rejection of the Consignment by the Customer,the Supplier shall, at the Supplier’s discretion, issue a refund to the Customer or replace the Product at no further cost to the Supplier.

6. TITLE AND RISK

  1. 6.1 Risk in, and responsibility for, Product shall pass to the Customer upon its deposit into the relevant Collection Vehicle or when Delivered (as appropriate).

  2. 6.2 Title to Product shall pass to the Customer when the Customer has paid in full and cleared funds all sums due to the Supplier in accordance with the Contract.

  3. 6.3 Risk in Off-Specification Product which is properly Rejected by the Customer shall revert to the Supplier upon its entry into the Recovery Vehicle.

  4. 6.4 Title to Rejected Product shall revert to the Supplier:

    1. 6.4.1 if the Customer has a Weighbridge at the Customer Site, upon the issue by the Customer of a weighbridge ticket upon the exit of the Product from the Customer Site in a Recovery Vehicle; or
    2. 6.4.2 if the Customer does not have a Weighbridge at the Customer Site, upon the deposit of the Product into the Recovery Vehicle.

7. SCHEDULING AND DELIVERY

  1. 7.1 Collections and/or Deliveries will commence on the Supply Commencement Date.

  2. 7.2 Prior to the commencement of:

    1. 7.2.1 each Contract Year, the Parties will agree a Schedule for Collection and/or a Schedule for Delivery for the Contract Tonnage for that Year, taking account of planned and known unplanned outages (an "Annual Schedule");
    2. 7.2.2 each Month, the Parties will agree a Schedule for Collection and/or a Schedule for Delivery for the following Month, taking account of planned and unplanned outages and any further requests for Additional Tonnage by the Customer which the Supplier agrees to supply in accordance with its obligations under this Contract (a "Monthly Schedule"); and
    3. 7.2.3 each Week, and prior to noon on the previous Friday if possible, the Parties will agree a Schedule for Collection and/or a Schedule for Delivery for each day in the following Week (each day on which a Collection or Delivery of Product is to be made hereinafter referred to as a "Supply Day"), taking account of planned and unplanned outages and any further requests for Additional Tonnage by the Customer which the Supplier agrees to supply in accordance with its obligations under this Contract (a "Weekly Schedule"), based upon the licensed opening times for the Supplier Site, the number of full Collection Vehicles that the Supplier can reasonably be expected to accommodate during such opening hours, and the number of Deliveries that the Supplier can reasonably be expected to make. Partially full Collection Vehicles shall be restricted as far as reasonably practicable to any balancing deliver(ies) at the end of the relevant Contract Year.
  3. 7.3 To the extent reasonably practicable (and subject always to planned and unplanned outages), the Parties shall endeavour to agree Annual, Monthly and Weekly Schedules which provide for the Collection and/or Delivery and Acceptance of Product evenly throughout the relevant Contract Year.

  4. 7.4 The Annual and Monthly Schedules will be agreed in good faith by the Parties, but will not be contractually binding. The Weekly Collection Schedules will (subject to Clause 3.2 above) be contractually binding in relation to the Contract Tonnage and Additional Tonnage.

  5. 7.5 In relation to daily Contract Tonnage and Additional Tonnage of Product scheduled to be Collected and/or Delivered pursuant to a Weekly Schedule, either Party may, by giving no less than 48 hours notice, cancel a scheduled daily Collection and/or Delivery without penalty (but without prejudice to its obligations in relation to the Contract Tonnage over the course of the Contract Year).

  6. 7.6 Where the Customer fails to comply with its obligations in Clauses 3.1 and 3.2 above, the Parties shall use reasonable endeavours to reschedule the Collection of Product to make up the shortfall, provided that it is recognised that the Supplier shall not be obliged to inconvenience other customers in so doing. Where the Customer fails to comply with its obligations in Clauses 3.3 or 3.4 above, the Parties shall use reasonable endeavours to reschedule Deliveries to make up the shortfall, and the Customer acknowledges and agrees that the Supplier may charge the Customer for any additional costs or charges it incurs for any failed or further Delivery.

  7. 7.7 The Customer shall:

    1. 7.7.1 (where Collecting Product) Collect using such Collection Vehicles as are fit for such purpose and adequately covered to prevent any escape of Product;
    2. 7.7.2 (where Collecting Product) comply (at its own cost) with such directions as to the regulation of the Supplier Site and working practices within the Supplier Site as the Supplier shall from time to time prescribe. The Supplier will give reasonable prior notice in writing of any proposed change to such regulations;
    3. 7.7.3 (where Product is Delivered) provide Supplier with sufficient access in accordance with Clause 3.5 to enable the Supplier to Deliver the Product.
  8. 7.8 The Supplier shall:

    1. 7.8.1 (where the Customer is Collecting Product) at its cost provide a Collection Point at which the Product can be safely loaded onto its Collection Vehicles;
    2. 7.8.2 (where the Customer is Collecting Product) at its own cost provide a Weighbridge to be used by the Collection Vehicles;
    3. 7.8.3 (where the Customer is Collecting Product) provide free of charge such reasonable assistance to the Collection Vehicles as they may require whilst at the Supplier Site;
    4. 7.8.4 (where the Customer is Collecting Product) procure that each vehicle Collecting Product is weighed and keep proper records of the number and type of vehicles Collecting Product from the Supplier Site;
    5. 7.8.5 (where Product is Delivered) issue a Proof of Delivery to the Customer for each Delivery of Product; and
    6. 7.8.6 be responsible for the maintenance and calibration of the Weighbridge and shall comply with all statutory requirements with respect to the operation, maintenance and calibration thereof, the results of which shall be made available upon reasonable notice for inspection by the Customer.
  9. 7.9 Where the Particulars require the Supplier to provide a Top-Up Service, the Supplier shall, during the term of the Contract or as otherwise agreed by the Parties and subject to compliance by the Customer of its obligations in clause 7.10, monitor the quantity of Product held by the Customer in its storage facilities, and when the Supplier considers, acting reasonably and at its discretion (taking into account the requirements of the Top-Up Service set out in the Particulars), that the quantity of Product held by the Customer requires topping up, deliver such tonnage of Product to the Customer as set out in the Particulars. Each time the Supplier Delivers Product as part of the Top-Up Service, it shall issue a Proof of Delivery to the Customer and invoice the Customer accordingly.

  10. 7.10 The Customer shall provide the Supplier and its employees, agents and sub-contractors reasonable access to its premises and facilities where it stores the Products as reasonably required by the Supplier for the provision of the Top-Up Service.

8. PRICE AND PAYMENT

  1. 8.1 The Customer shall pay the Supplier the Price for each tonne of Accepted Product.

  2. 8.2 The Supplier shall invoice the Customer for each Consignment of the Product Collected and/or Delivered. Each invoice shall detail the date and tonnage of the Consignments Collected and/or Delivered.

  3. 8.3 If any invoice is disputed in good faith by the Customer (including on the grounds that any Consignment(s) have been Rejected), the Customer shall be entitled to withhold the disputed amount until the dispute has been settled or determined in accordance with the Dispute Resolution Procedure.

  4. 8.4 Whenever one Party is properly liable under or in connection with this Contract to pay any sum of money to the other Party, it shall be paid in immediately cleared funds within 30 days of the date of presentation of an invoice for such amount.

  5. 8.5 If any amount properly owing to a Party is not paid in accordance with Clause 8.4, such Party shall be entitled to recover interest on any monies due at the Default Interest Rate calculated on a daily basis from the due date for payment until the date that payment is received by the Party whether before or after judgement.

  6. 8.6 Where the Annual Accepted Contract Tonnage is less than the Contract Tonnage in a Contract Year, or the Supplier believes (acting reasonably) that the Customer will not Collect and/or accept Delivery of the Contract Tonnage in a Contract Year, the Supplier may terminate the Contract and/or the Customer shall pay the Supplier on demand 50% of the Price for the Product (as set out in the Particulars) multiplied by an amount equal to the Contract Tonnage less the Annual Accepted Contract Tonnage in the relevant Contract Year, as liquidated damages. The Parties confirm that the amounts payable by the Customer under this Clause 8.6 represent a genuine pre-estimate of the Supplier’s loss that may be caused by fluctuations in the market price for the Product and / or the increased costs of marketing and selling the Product due to seasonal variations in demand for the Product.

  7. 8.7 Clause 8.6 shall not apply in circumstances where the Supplier is directly responsible for the Accepted Contract Tonnage being less than the Contract Tonnage for that Contract Year.

9. TAXES

  1. The Price is exclusive of value added tax and the Customer shall pay any applicable value added tax on the Price at the relevant rate applying from time to time. The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Product into the country of destination and for the payment of any duties thereon.

10. CHANGE IN LAW

  1. 10.1 If a Change in Law occurs, the Supplier shall be entitled to recover its increased cost of production per tonne from the Customer by way of an increase to the Price from the date upon which such increased cost is incurred, provided that the Supplier can demonstrate to the reasonable satisfaction of the Customer that:

    1. 10.1.1 the increased costs will be, or have been, reasonably and properly incurred; and
    2. 10.1.2 (without the Supplier being required to divulge the prices charged to its other customers) the Customer has not been treated in a discriminatory fashion compared to the Supplier’s other customers for Product.
  2. 10.2 No change to this Contract shall be implemented to give effect to a Change in Law unless and until the Customer has consented to such changes in writing (such consent not to be unreasonably withheld or delayed).

  3. 10.3 In the event that the impact of the Change in Law on the Price cannot be agreed or determined prior to the date upon which the relevant Change of Law comes into effect, the Change of Law shall be deemed to be a Force Majeure Event until its impact is agreed or determined.

11. SUB-CONTRACTORS

  1. 11.1 The Supplier shall take responsibility for the acts and omissions of each Supplier Party as if such acts and omissions were those of the Supplier itself.

  2. 11.2 The Customer shall take responsibility for the acts and omissions of each Customer Party as if such acts and omissions were those of the Customer itself.

12. FORCE MAJEURE

  1. 12.1 Neither Party shall be entitled to bring a claim for a breach of obligations under the Contract by the other Party (save in respect of any payment that is or becomes due under the Contract either before or during the Force Majeure Event) nor be liable to the other Party for any losses or damages incurred by that other Party to the extent that a Force Majeure Event occurs and it is prevented from carrying out its obligations by the occurrence of that Force Majeure Event.

  2. 12.2 On the occurrence of a Force Majeure Event, the affected Party (the "Force Majeure Claimant") shall notify the other Party as soon as practicable. The notification shall include details of the Force Majeure Event, including evidence of its effect on the obligations of the affected Party and any action proposed to mitigate its effect.

  3. 12.3 As soon as practicable following a notification under Clause 12.2 the Parties shall (acting reasonably) agree appropriate relief for each Party from their respective obligations under this Contract in relation to matters arising directly as a result of the Force Majeure Event. If appropriate relief is not agreed within 20 Business Days of the date of the Force Majeure Event, then the matter may be referred by either Party to the Dispute Resolution Procedure.

  4. 12.4 If any Party is unable to comply with all of its material obligations for a period in excess of the Force Majeure Longstop Period as a result of a Force Majeure Event, then, subject to Clause 12.5 either Party may give 20 Business Days' written notice to terminate this Contract on a Force Majeure Basis.

  5. 12.5 Save to the extent that Force Majeure Event (b) applies, the Force Majeure Claimant shall at all times during which a Force Majeure Event is subsisting take all reasonable steps in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event.

  6. 12.6 The Force Majeure Claimant shall notify the other Party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected Party to be unable to comply with its obligations under this Contract. Following such notification the Contract shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

13. DURATION

  1. 13.1 This Contract shall commence on the Contract Date and shall (subject to the other terms of this Contract) continue until either Party gives the other Party no less than six months’ notice of termination, PROVIDED THAT if any notice of termination given pursuant to this Clause 13.1 would result in the termination of the Contract prior to the expiry of the Initial Fixed Term, such notice of termination shall only take effect to terminate this Contract at the expiry of the Initial Fixed Term.

  2. 13.2 The obligation of the Supplier to make available Product for Collection and/or to Deliver the Product to the Supplier Site, and the obligation of the Customer to Collect and/or accept Delivery of such Product, shall commence on the Supply Commencement Date.

14. TERMINATION

  1. 14.1 The Supplier shall be entitled to terminate this Contract upon the occurrence of a Customer Event of Default, and the Customer shall be entitled to terminate this Contract upon the occurrence of a Supplier Event of Default in each case through the service of a formal written notice from the terminating Party (a "Default Notice"). The Default Notice shall as a minimum specify:

    1. 14.1.1 the Supplier Event of Default or Customer Event of Default giving rise to the termination right; and
    2. 14.1.2 such details in relation to the underlying circumstances giving rise to the default as shall be reasonable in the circumstances. Upon receipt of a Default Notice, where the default is capable of remedy, the defaulting Party shall have 20 Business Days in which to effect such remedy, failing which this Contract shall terminate.
  2. 14.2 Any expiry or termination of this Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the continuance in force of any provision of this Contract which is expressly or by implication intended to continue in force on or after such expiry or termination, including without limitation Clauses 1, 3, 6, 8, 9, 15. 19, 20 and 24.

  3. 14.3 The Parties shall have no rights to terminate this Contract other than as expressly provided for in this Contract.

15. LIABILITY

  1. 15.1 Subject to the remaining provisions of this Clause 15, the Supplier’s liability to the Customer shall be limited to the Losses incurred by the Customer which are directly caused by a breach of the terms of this Contract by the Supplier and shall not exceed in aggregate 100% of the total amounts paid by the Customer to the Supplier in any one Contract Year.

  2. 15.2 Subject to the remaining provisions of this Clause 15, and to the extent permitted by law, the Supplier shall in no event be liable or responsible to the Customer whether in contract, tort (including for negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise, except in relation to:

    1. 15.2.1 a failure to Deliver and/or make the Contract Tonnage available for Collection in a Contract Year; and
    2. 15.2.2 a termination of this Contract due to a Supplier Event of Default;
  3. 15.3 To the extent permitted by law, the express remedies set out in this Contract shall be the sole remedies of the Parties.

  4. 15.4 Neither Party shall be liable for the Excluded Losses of the other Party.

  5. 15.5 Nothing in this Contract limits or excludes the liability of either Party for death or personal injury caused by that Party’s negligence, or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded by law.

16. INSURANCE

  1. 16.1 The Supplier undertakes, throughout the Term, to take out and maintain the Supplier Insurances.

  2. 16.2 The Customer undertakes, throughout the Term, to take out and maintain the Customer Insurances.

  3. 16.3 All insurances shall be taken out with reputable insurers.

  4. 16.4 Each Party shall provide the other Party with details of the insurance policies taken out and maintained by such Party in compliance with Clause 16.1 or 16.2 (as appropriate) upon request.

17. DISPUTES

  1. 17.1 If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it ("Dispute") then, except as expressly provided in this Contract, the parties shall follow the dispute resolution procedure set out in this Clause (the "Dispute Resolution Procedure"):

    1. 17.1.1 either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documentation. On service of the Dispute Notice the Supplier Representative and the Customer Representative shall attempt in good faith to resolve the Dispute;
    2. 17.1.2 if the Supplier Representative and the Customer Representative are for any reason unable to resolve the Dispute within 20 Business Days of service of the Dispute Notice, the Dispute shall be referred to the managing director of the Supplier and the managing director of the Customer who shall attempt in good faith to resolve it; and
    3. 17.1.3 if the managing director of the Supplier and the managing director of the Customer are for any reason unable to resolve the Dispute within 20 Business Days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing ("ADR notice") to the other party requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 20 Business Days after the date of the ADR notice. Unless otherwise agreed by the Parties, the place of mediation shall be nominated by the mediator.
  2. 17.2 No party may commence any court proceedings in relation to any dispute arising out of this Contract unless the mediation does not occur, or is not completed within 20 Business Days after the appointment of a mediator.

18. ASSIGNMENT AND SUB-CONTRACTING

  1. 18.1 The Supplier shall be entitled to sub-contract part or whole of the performance of its obligations under this Contract. The Customer shall be entitled to sub-contract part or whole of the performance of its obligations under this Contract with the consent of the Supplier, such consent not to be unreasonably withheld and/or delayed, PROVIDED THAT the Customer may sub-contract to any of its Affiliates without the prior consent of the other Party.

  2. 18.2 The Supplier shall be entitled to charge and/or assign the benefit and/or novate the burden of this Contract in favour of any of its

  3. Affiliates or Funders (or their nominee(s)) from time to time, and the Customer agrees, upon the request of the Supplier, to execute such documents as may reasonably and customarily be required to give effect to such charge, assignment and/or novation (as appropriate).

19. CONFIDENTIALITY

  1. 19.1 Except as permitted by this Clause, all information of a confidential nature disclosed, whether in writing, orally or by any other means by or on behalf of one Party or its Affiliates to the other (which in the case of a charge or assignment pursuant to Clause 18.2 includes disclosure by the Customer to any person to whom the Contract has been charged, assigned or novated) either before or after the commencement of this Contract and in respect of the subject matter of this Contract ("Confidential Information") shall be held confidential during the Term and thereafter, and shall not be divulged in any way to any third party without the prior written approval of the other Party. Except as permitted by this Clause each party shall procure that its Affiliates and its and their respective officers, employees, servants and agents shall keep confidential and shall not disclose to any person any of the Confidential Information of the other Party.

  2. 19.2 A Party shall be entitled in good faith to divulge any of the other's Confidential Information without the approval of the other Party in the following circumstances:

    1. 19.2.1 upon the request of Relevant Authority exercising statutory and/or regulatory powers; or
    2. 19.2.2 pursuant to a court order, but only to the extent necessary to enable such Regulatory Authority to exercise its statutory and/or regulatory power or to fulfil the court order and provided that, and to the extent it is permissible by law to do, such disclosing Party shall:
    1. (a) to the extent it is reasonably practicable, obtain confidentiality undertakings from the Regulatory Authority or those who have the benefit of any court order equivalent to those agreed between the Parties under this Contract;
    2. (b) where legally possible prior to disclosure inform the other Party of the proposed disclosure and the information it proposes to disclose; and
    3. (c) to the extent it is reasonable, require the Regulatory Authority or those who have the benefit of the court order, to destroy or return the Confidential Information on request of the Party whose Confidential Information has been disclosed.
    4. Information disclosed in the circumstances of this Clause shall not cease to be the Confidential Information of the affected Party for all purposes of this Contract.
  • 19.3 Either Party may disclose the Confidential Information to:

    1. 19.3.1 any (or any Affiliate's) officer or servant of the Party in question if disclosure is necessary or expedient to enable the Party in question to perform its obligations under this Contract;
    2. 19.3.2 any professional advisors or consultants; or
    3. 19.3.3 any lender, security trustee, bank or other financial institution from whom such Party is seeking or obtaining finance (the "Disclosee"), provided that the disclosing Party takes all reasonable steps to ensure that the Disclosee keeps such information confidential. In fulfilling its obligations under this Clause each Party shall only be required to use the same degree of care to prevent unauthorised disclosure of the other's Confidential Information as it would use to prevent the disclosure of its own commercial and financial information of the same or similar nature which it considers proprietary or confidential.
  • 19.4 No announcement or circular in connection with this Contract or the existence of this Contract shall be made by or on behalf of either Party without the prior approval of the other (such approval not to be unreasonably withheld and/or delayed), save that in the event that either Party is required, by an applicable law or by applicable Legislation or regulatory body including a recognised Stock Exchange, to make any announcement or issue any circular, it may do so to the extent required by the law or regulatory body, after first consulting the other as to the contents thereof.

  • 19.5 The provisions of this Clause 19 and its associated Clauses shall survive and remain in force upon and following the termination or expiry of this Contract for a period of five years.

  • 19.6 The provisions of this Clause 19 shall not apply to information which:

    1. 19.6.1 is or becomes publicly known other than through any act or omission of the Party who receives it from the other Party;
    2. 19.6.2 was known by or available on a non-confidential basis to other Party before the disclosure;
    3. 19.6.3 is lawfully disclosed to the Party who received it from the other Party by a third party without restriction on disclosure.

20. WAIVER

  1. 20.1 No waiver by a Party of any default by the other Party of the performance of any of the provisions of this Contract shall operate or be construed as a waiver of any other or further default whether of a like or different character.

  2. 20.2 No failure or delay in the exercise or non-exercise by either Party of any of its rights or remedies under or in connection with this Contract nor anything said, done or written by any person, or anything omitted to be said, done or written by any person including any employee, servant and agent of either Party shall in any way affect the rights, or modify, affect, reduce or extinguish the obligations and liabilities, of either Party under this Contract, or be deemed to be a waiver or release of any of the rights or remedies of either Party.

  3. 20.3 No single or partial exercise of any right or remedy under this Contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

  4. 20.4 Where in this Contract any obligation of a Party is to be performed in a specified time limit that obligation shall be deemed to continue after that time limit if the Party fails to comply with that obligation within the time limit.

  5. 20.5 Any waiver or release of any right or remedy must be specifically granted in writing and shall:

    1. 20.5.1 be confined to the specific circumstances in which it is given;
    2. 20.5.2 not affect any other enforcement of the same or any other right; and
    3. 20.5.3 (unless it is expressed to be irrevocable) be revocable at any time in writing.

21. MISCELLANEOUS

  1. 21.1 It is agreed between the Parties that:

    1. 21.1.1 nothing in this Contract shall constitute or be deemed to constitute a partnership, agency or the relationship of employer and employee;
    2. 21.1.2 this Contract contains the entire agreement between the Parties and supersedes any previous agreement between the Parties in relation to the subject matter hereof;
    3. 21.1.3 neither Party has relied on or been induced to enter into this Contract by a representation other than to the extent expressly set out in this Contract;
    4. 21.1.4 any changes and/or amendments to this Contract must be in writing and signed by both Parties;
    5. 21.1.5 if any provision of this Contract is or becomes or is declared invalid, unenforceable and/or illegal by the courts of any jurisdiction to which it is subject to or by order of the commission of the European Communities, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this Contract which shall, for the avoidance of doubt, continue in full force and effect notwithstanding such invalidity, unenforceability or illegality; and
    6. 21.1.6 each Party shall be responsible for their own costs in the preparation and execution of this Contract.

22. MITIGATION

  1. 22.1 Each Party agrees to take all reasonable steps to mitigate any Losses which it may otherwise incur as a result of a breach of this Contract by the other Party. Notwithstanding the foregoing, the Supplier shall be under no duty to mitigate any Losses which it incurs as a result of the non-payment by the Customer of any sums owed to the Supplier by the Customer under this Contract.

  2. 22.2 Subject to Clause 22.1, as soon as reasonably practicable upon either Party becoming aware that it will be unable to meet its obligations under this Contract, such Party shall inform the other Party of the circumstances and likely duration of the disruption, in order to afford to the other Party as great an opportunity as possible to mitigate the effects of the disruption on such other Party's business and costs.

  3. 22.3 For the avoidance of doubt, nothing in this Clause 22 limits or excludes any liability for fraud or fraudulent misrepresentation.

23. NOTICES

  1. 23.1 All notices which are required to be given under this Contract shall be in writing and shall be sent to the Customer Representative or Supplier Representative (as appropriate) at the address stated in the Particulars.

  2. 23.2 Any notice served in connection with this Contract may be delivered:

    1. 23.2.1 by hand to the Customer Representative or the Supplier Representative (as appropriate); or
    2. 23.2.2 by first-class recorded delivery;
    3. and shall be deemed to have been served:
    4. 23.2.3 if by hand, when delivered; or
    5. 23.2.4 if by first-class recorded delivery, 72 hours after posting.

24. JURISDICTION

  1. This Contract will be governed by and construed in accordance with English law and the Parties agree that the English courts shall have non-exclusive jurisdiction to settle any disputes that may arise out of or in connection with this Contract.

25. THIRD PARTIES

  1. 25.1 No person who is not a Party to this Contract (including any Supplier Party or Customer Party) shall have the right to enforce any term of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties which agreement must refer to this Clause 25.

  2. 25.2 Even if a person who is not a Party to this Contract (including any Supplier Party or Customer Party) has a right to enforce any term of this Contract by virtue of s1 of the Contracts (Rights of Third Parties) Act 1999, the Parties may vary or cancel this Contract by agreement between them without requiring the consent of such third party.

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