Terms & Conditions of Sale
1. Biomass specification
1.1 Moisture content. The target moisture content on a wet basis shall be between 18% and 22%, and will be to the BS EN 14961-126.96.36.199 standard. In any event the moisture content shall not exceed 23%. 1.2 Chip Chip fuel will be free of any contaminants such as soil or stones, metal and plastics and will conform to the requirements set out in the Biomass Suppliers List (BSL).
1.3 The biomass particle size shall comply with the BS EN 14961 -4
1.4 The End User reserves the right to inspect each delivery prior to discharge and refuse it if found to be contrary to the specification subject to clause 5.1.
1.5 No part whatsoever of this specification applies to Wet Chip Fuel supplied (i.e. not force dried in accordance with our standard product offering)
2.1 If the supplier is unable to satisfy the required size load / delivery, then different volumes / weights will be charged on a pro rata basis in accordance with quoted price.
2.2 In the absence of a weighbridge on the suppliers site, or on-board weigh scales, the price will be converted to m3 and invoiced accordingly. The conversion from tonnes to cubic meters will be based upon 172kg per/m3 @20%mc.
3. Fuel sources
3.1 The biomass will be derived from the following sources:
licensed harvested forestry timber;
3.2 The parent source of the biomass fuel is declared as being virgin, traceable, sustainable timber as denoted under the BSL number BSL0104824-0001, or other Chip Chip BSL numbers as appropriate.
4. Delivery of biomass fuel
4.1 Biomass fuel will be supplied in loose form and delivered to the End User by the vehicle into the End User’s fuel store.
4.2 If required, a risk assessment and method statement shall be prepared in advance by the Supplier following an initial site visit and discussion with the End User, to take account of the hazards on site and the risks posed to pedestrians, vehicles and property on the site during biomass delivery and off-loading. This shall be formally reviewed annually, or whenever a change to the hazards and risks on site are identified.
4.3 On the dispatch of any consignment of biomass fuel, the Supplier shall send a Delivery Note and a Fuel Quality declaration (not with none force dried fuel) to the End User by electronic mail or facsimile. A paper copy of the Delivery Note shall be provided to the End User at the site with the delivery of each consignment.
4.4 Notice period for requesting delivery (including changes, additions or amendments to planned deliveries / dates) of biomass will be 2 full working days (Saturday and Sunday are not working days). If amendments are made before 9am, then that day will be considered as a full working day.
4.5 Responsibility for checking levels of biomass fuel within the fuel store and informing the Supplier of the need for a fuel delivery rests with the End User.
4.6 In the event of the requirement for a delivery at less than the notice period in clause 4.4, then all efforts will be made to accommodate this at no extra charge. However, if and any additional haulage fees incurred will be payable by the Client to cover the costs of an emergency delivery.
4.7 Unless otherwise agreed in advance with the End User, deliveries shall be made between the hours of 08.00 and 17.00, or any other time agreed with the End User in advance between Monday and Friday. Legal Rest Periods and Breaks may require deliveries to be made outside of these hours and the Supplier will endeavour to provide sufficient notice where possible.
4.8 If a delivery cannot be made within the hours specified in the contract (at no fault of the Supplier) and the whole or part of the delivery is not possible due to obstructions / restrictions howsoever caused on the End User’s site that are beyond the control of the Supplier, the Supplier will be entitled to compensation to cover the cost of transport and payment of an additional surcharge of £280 + VAT for the cost of the return transport, unless the End User informs the Supplier of said obstruction within the notice period specified in Clause 4.4 above.
4.9 Upon delivery of the biomass fuel to the End User, visual checks shall be made by the End User to ensure conformity to the agreed specification.
4.10 If checks reveal that the biomass does not conform to the agreed specification as per Clause 2, the End User reserves the right to reject the load in full.
4.11 In the event that it is not possible to visually check the fuel load until it is in the fuel silo, but the woodchip is subsequently found to not conform to the agreed specification within 24 hours of delivery, then the End User reserves the right to reject the fuel.
4.12 Any dispute over the specification of the biomass will be resolved as per Clause 5.1. Rejected fuel will be removed by, and at the expense of, the supplier.
4.13 The Supplier shall be responsible for immediately clearing up any biomass spilt during off-loading and shall provide suitable tools for this job.
4.14 The biomass fuel shall remain at the risk of the Supplier until delivery to the company is complete (i.e. the biomass is off-loaded into the End User’s store), when ownership of the biomass shall pass to the End User.
5.1 The end user may at any time send representative samples of biomass fuel for evaluation, analysis, testing and approval at Woodsure Ltd or Alfred H Knight International Ltd. No other test houses may be used. All samples must meet the specification. Such tests are to be at the End User’s expense. This clause does not apply to Wet Chip Fuel (non- Force Dried)
5.2 The strategy for maintaining the original quality of the biomass fuel once the supplier has delivered it on site is the responsibility of the End User.
6. Terms of payment
6.1 Supplier will seek Credit Ratings from Credit Safe UK Ltd and via Trade References and inform the Client of their Terms and Credit Amounts and shall invoice the End User on an individual (Cash on Delivery), weekly, fortnightly or monthly basis as agreed and confirmed separately in writing.
6.2 The invoiced amount will be based upon the number of loads recorded (by weight, volume or kWh) and will invoiced on the day of delivery or within 24 hours. The invoice amount will be the number of loads multiplied by the price per load adjusted for volume or weight as outlined in clauses 5.1 to 5.5 plus the VAT rate in force at time of billing.
6.3 In the event that any payments are overdue even by 1 day, the Supplier has the right to refuse to make further supplies until all outstanding overdue invoices have been settled.
6.4 The Supplier reserves the right to charge interest, payable on amounts overdue at the daily published Bank of England base rate plus 4%.
7. Other terms and conditions
7.1 Boiler outage or operational problems that are a direct result of sub-standard maintenance, boiler misuse/neglect or boiler defects are not the responsibility of the Supplier. In this instance, any cost that is incurred by the Supplier as a result of not being able to deliver fuel will be charged to the end user unless sufficient notice is given to the Supplier by the Client in accordance with Clauses 4.4/4.6/4.8
7.2 The Supplier will indemnify the End User against the cost of repair to fuel handling and combustion equipment caused by the Supplier or supply of biomass fuel not in accordance with the specification set out in clause 2.1, 2.2 and 2.3, with the exception of consequential losses such as having to pay for heat supplied from other sources to a limit of £10,000 providing;
(a) a minimum of a 1year contract has been taken out with Chip Chip Ltd and has been in force for at least 6 months.
(b) Wood Energy Ltd or their appointed subcontractor is the Service & Maintenance Contractor and has held the contract for a minimum of 6 months and has undertaken at least 1 annual Service
(c) no other fuel supplier has supplied fuel to machine within the previous 6 months
8. In the event of a dispute
8.1 Both parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the contract within thirty days of either party notifying the other of the dispute.
9.2 Initially the party who wishes to bring the dispute to the notice of the other will do so in writing. The other party will respond to this in writing within 5 working days of receiving the notification of a potential dispute. Where the potential dispute relates to on-site issues at either the End User or Supplier sites, a joint site meeting will normally take place within 8 working days of the potential dispute being brought to the other party’s attention.
9.3 Where a resolution has been agreed after one or more meetings, including a site meeting (if appropriate), this shall be communicated in writing and noted by both parties.
9.4 Where a resolution cannot be agreed after several attempts (minimum 3), the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. 10. Force Majeure 10.1 A party, provided that it has complied with the provisions of clause 10.3, shall not be in breach, nor liable for any failure or delay in performance of any obligations under these Terms & Conditions and, subject to clause 10.4, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
(a) Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(e) compliance with any law;
(f) fire, explosion or accidental damage;
(h) extreme adverse weather conditions;
(i) collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
(j) any labour dispute, including but not limited to strikes, industrial action or lockouts;
(k) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
(l) interruption or failure of utility service, including but not limited to electric power, gas or water.
10.2 The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event.
10.3 Any party that is subject to a Force Majeure Event shall not be in breach of Terms & Conditions provided that:
(a) it promptly notifies the other parties in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
(b) it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
(c) it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.
10.4 If the Force Majeure Event prevails for a continuous period of more than six months, any party may terminate this agreement by giving 14 days' written notice to all the other parties. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
11. Third party rights
11.1 A person who is not a party to these Terms & Conditions shall not have any rights under or in connection with it and they cannot be subcontracted without the written permission of the supplier.
12. Governing law and jurisdiction
14.1 These Terms & Conditions and any dispute or claim arising out of or in connection with them or its subject matter shall be governed by and construed in accordance with the law of England and Wales.
14.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.