GENERAL TERMS AND CONDITIONS OF TRADING OF WOOD WASTE CONTROL ENG. LTD.

DEFINITIONS

Company                                   shall mean Wood Waste Control Eng. Limited.

Buyer                                        shall mean the person, company or firm referred to overleaf.

Conditions                                 shall mean the company’s general terms and conditions of offer and sale set out below.

Contract                                    shall mean the agreement between the Buyer and the Company for the purchase of the Systems, including therein the Conditions which shall constitute the entire agreement between the parties.

Contract Price                            shall mean the sum in the Company’s quotation increased or reduced by such sums (if any) as under the Conditions are to be taken unto account in ascertaining the Contract Price.

System                                     Shall mean the dust extraction system, or heating system, or wood chipping or briquetting machine, to be supplied under the Contract.

Premises                                   shall mean the premises wherein the System is to be installed.

OFFER AND ACCEPTANCE

• The Company’s quotation shall constitute an offer to supply the System subject to the Conditions.
• An order placed by the Buyer in response to a quotation shall only be binding on the Company if it is accepted by the Company in writing. Notwithstanding that the order form or other document shall, unless the same be accompanied by a separate letter expressly requesting the Conditions be varied or supplemented in such specific respect or respects as may be particularised in such letter be deemed to constitute an unqualified acceptance of the Conditions, which shall apply to the exclusion of any other such printed terms or conditions as aforesaid.
• No variation, waiver or supplement to the conditions shall be binding on the Company unless expressly accepted by the Company in writing.
• An order must be placed by the Buyer in response to a quotation within twenty-eight days of the date of the quotation, failing which the quotation shall be deemed to have been withdrawn.
• No agent, representative or employee of the Company below the level of Director has the power to accept any variation, waiver or supplement to these conditions.

DELIVERY

2.1            Delivery shall mean the delivery of the System to the Buyer at the Premises of the Company or by a carrier nominated by the Company.

2.2            If deliveries or shipments are delayed upon Buyer’s request then the Buyer shall be charged storage costs for every month or part thereof, after notice that the System is ready for delivery.  The Company after expiration of a reasonable time (which shall be set by the Company) may (without prejudice to any other rights of the Company) dispose of the System either if the System or the constituent parts thereof are easily re-saleable at the best price obtainable or, if the System is not easily re-saleable, in any way so desired by the Company (including the value of the System as scrap) and upon such disposal of the Company shall be released from any further liability or obligation under this contract.

2.3            The Delivery Date stated in the quotation is given as accurately as can be predicted, but it is deemed not to be of the essence of the Contract and the Buyer shall not be entitled to refuse delivery on account of delay, howsoever caused and the Company shall not be liable for any loss, damage or expenses, howsoever arising for delay in delivery or installation.

2.4            The Company shall be entitled to postpone or cancel delivery when it is delayed or prevented from making or obtaining any goods or raw materials or parts or components or services thereof or making delivery or installation thereof by strikes, lockouts, trade disputes or labour troubles or any cause beyond the Company’s control, including but without limitation, Acts of God, act of the Buyer or it’s agents, embargo or other government act, regulation or request, fire, accident, war, riot, delay in transportation, inability to retain adequate labour, materials or manufacturing facilities.

2.5            In event of cancellation of delivery in accordance with Clause 2.4 above the Company’s liability will be limited to a refund to the Buyer of any part of the Contract Price paid by the Buyer prior to such cancellation.  The Company shall not incur any other liability, whatsoever, or be responsible for any inconvenience costs, losses or damages suffered by the Buyer as a result thereof.

INSTALLATION

3.1            The buyer shall at it’s own expense not later than seven days before the Delivery Date stated on the quotation ensure that the Premises are ready to receive the System and that all installation facilities recommended by the Company have been provided. Such facilities shall include the provision of adequate working space, electrical power, electrical installations and fittings, and any other such matters notified by the Company to the Buyer.  The Company will provide without charge, advice concerning the preparation of the Premises.

3.2            After the Buyer has completed the works referred to in Clause 3.1 above the Company will forthwith after delivery of the System to the Premises proceed to install the same so as to be ready for operation as soon as reasonably practicable.

3.3            The Buyer shall reimburse the Company for any expenses and costs including the cost of storage of the System (charged monthly) to the Company arising from any non-compliance by the Buyer with Clause 3.1 above.

3.4            If installation shall be delayed or prevented by any of the matters referred to in Clause 2.4 above and if the Company shall not have cancelled this contract then the Company shall be liable to the Buyer for any costs losses expenses damages or inconvenience caused to the Buyer as a result thereof, in such events the Company will proceed to complete the installation as soon as reasonably practicable thereafter.

3.5            The Buyer shall afford to the Company access to the Premises at all reasonable hours of the day in order to carry out the installation.  The Company shall not be liable for any inconvenience expenses or costs (including any consequential loss or any loss of profits) arising by reason of the fact that the System is being installed on the Premises.

PRICE VARIATIONS

4.1            Unless otherwise stated the quotation prices shall include all installation costs.

4.2            Unless otherwise stated in the quotation the Contract Price is deemed to exclude Value Added Tax. To the extent that such Tax is properly chargeable on the supply to the Buyer of the System or any part thereof services provided by the Company under the Contract. The Buyer shall pay such taxes as an addition to payments otherwise due to the Company under the Contract.

4.3            The Contract Price is based on the cost of materials, labour and other rates and prices ruling at the date of the Company’s quotation.  If by reason of any rise in the rates of wages, salaries and other payments (including allowances payable to labour or in the cost of materials or transport , or of conforming to such laws, orders, regulations and bye-laws (including the imposition of any new such matter) above such rates and costs ruling at the date of the Company’s quotation, the cost to the Company of performing its obligation under the  Contract shall be increased, the amount of such increase (including such proportionate additional profit as the profit assigned to the System or services in question in the original Contract Price) shall be added to the Contract Price.  For the purpose of this Condition the cost of material shall be construed as including any duty or tax by whomsoever payable which is payable under or by virtue of any Act of Parliament on the import, purchase, sale appropriation, processing or use of such material.

LIMITATION OF LIABILITY OF THE COMPANY

5.1            The Company will endeavour to ensure that the System is free from defect and that all materials and workmanship have been performed to specification, but

                (a) The Company shall not be liable for any expenditure, damages loss (including consequential loss) or injury arising out of any use or dealing with the System delivered pursuant to the Contract howsoever such expenditure, damages, loss or injury shall arise and whether from any defect in the System or otherwise.

                (b) The Buyer shall assume sole responsibility for the capacity fitness and performance of the System being sufficient and suitable for the purpose for which he requires the System and for the compliance of the System with the requirements of any Act of Parliament, bye-law or planning regulation which is in force at the time of the Contract or may come into force thereafter.

                (c) Any implied condition or warranty as to compliance with description, quality or fitness of the System whether statutory or otherwise is excluded.

                (d) in particular (but without prejudice to the generality of the foregoing) the Company does not warrant that the noise levels emitted from or generated by the System comply with any requirements whatsoever of the competent Local Authority or any other competent body and the Buyer accepts that it is solely responsible for ensuring that the System does so comply and if any further works are required to ensure such compliance then the Company will undertake the same so far as it shall be able so to do, but at the cost of the Buyer such additional costs not being included in the Contract Price.

5.2            The Company’s liability shall be strictly limited to executing any necessary repairs to or replacement of any defective materials or material not meeting specification, notice of which in writing must be received by the Company within fourteen days of the completion of the installation.  If such notice is not received within the stated time limit the System shall be deemed to be free of any defect.  The Company may at it’s option (i) refund the Contract Price applicable or (ii) within a reasonable time replace the defective product or (iii) reduce the price or reimburse the Buyer (as the case may be) with the difference between the appropriate proportion of the Contract Price and the saleable value of the defective System or part thereof at the highest market price reasonably obtainable within 14 days of rejection by the Buyer.

5.3            Provided the Company shall carry out it’s obligation under Clause 5.2 above the Contract shall remain in full force and effect.

5.4            Upon receipt of definite transportation instructions from the Company, the Buyer shall return the defective System or those parts of the System not conforming to specification to the Company after inspection by the Company (if requested by the Company).  The goods returned must be returned in the same condition as when received by the Buyer.  The Company agrees to pay return transportation charges and labour costs incurred in dismantling the defective System or parts thereof not meeting specification providing that the Company shall not be liable for such that when the System or parts thereof returned proves free of defect or to meet specifications.  Such goods will be held by the Company awaiting transportation or instructions from the Buyer which must be furnished within seven days of the Company request.  Should such transportation instructions not be received by the Company then the Company reserves the right to return the goods to the original point of delivery.

5.5            The Company shall not be liable for any loss or damage whatsoever including inconsequential loss or damage or injury in any way suffered by the Buyer or any other person, firm or company whatsoever (on the grounds of negligence or otherwise) by reason of the fact that the Company may have inspected, advised and approved any site, plans date or information supplied by or on behalf of the Buyer and the Buyer shall at all times indemnify and keep the Company indemnified against all losses, claims, damages, charges and expenses for injury (including death) suffered by any person or loss of or damage to property belonging to any person, firm or company for which the Company, it’s sub-contractors or their respective employees may be liable or be deemed to be liable under the Contract (except where such losses, claims, damages, charges and expenses arise out of or are caused by the negligence of wilful misconduct of the Company, it’s sub-contractors or their respective employees)

5.6            If the Company is held to be legally liable for any breach of this Contract or shall become legally liable to the Buyer in any way howsoever the liability of the Company in respect of any or all causes or action shall in no circumstances exceed the Contract Price.

5.7            The limitation of the liability of the Company contained or referred to in this Clause 5 of this Agreement shall apply to the extent permitted at law provisions of the Clause 5 shall be read and construed accordingly.

BUYER’S DEFAULT

6.1            If the Buyer fails to make payment of a sum when the same becomes due whether under the Contract or any other contract which the Company may have with the Buyer, the Company shall be entitled to charge the Buyer interest on the sum due under the Contract and unpaid calculated at a rate of four percent per annum over the Barclays Bank plc Base Rate (with a minimum of ten per cent) from time to time ruling.  If such payment or any part thereof, shall remain in arrears for 7 days after written demand shall have been made therefore the Company shall have the further right to cancel the Contract and/or any such other contract and, in either case without prejudice to any other right or remedy which the Company may have.

6.2            If the Buyer makes any composition or arrangement with or assignment for the benefit of his creditors or has any process of execution levied upon his goods or being a corporate goes into liquidation or has a Receiver appointed or being a person becomes bankrupt or commits any act of bankruptcy the Company may without prejudice to any other remedy determine the Contract and resell the System and any loss on such resale shall be paid by the Buyer.

6.3            Where the Company tenders the System but delivery is not accepted the Company may store the System in it’s own or any other warehouse for the account of the Buyer and the Buyer shall be liable for the cost of storage, additional handling, transport and any other associated costs.  The Company may also deliver it’s invoice for the System stored and payment thereof shall be due at the same time and in the same manner as if the System had been delivered to the Buyer at the time it was placed in store.

6.4            Any concession, latitude or waiver the Company may allow or has allowed the Buyer at any time shall not prevent the Company subsequently exercising it’s full rights under the Contract.

RISK

7.1            Risk passes to the Buyer on delivery of the System to him at the premises in accordance with Clause 2.1 above.

7.2            Clause 7.1 shall also apply if the System is delivered in part and despite the Company’s having agreed to assume installation and transportation costs.

PAYMENT

8.1            If not other terms or payment have been agreed upon writing, payment has to be effected on the last day of the month after delivery.  If any payment becomes overdue the Company will without further request for payment charge default inter-defined in clause 6 hereof.

8.2            Should the Company (before or after delivery) doubt the Buyer’s ability to pay, it can demand adequate security and, if the Buyer should not meet this request it may cancel the Contract without any liability whatsoever to the Buyer, and without prejudice to any other rights of the Company.

8.3            At the request of the Buyer made not later than 14 days after the date of the Contract the Company will offer to sell the System to a Finance Company approved by the Company at the Contract price and upon these conditions for the purpose of enabling such Finance Company to let the System on hire purchase to the Buyer.  In the event that the liability of he Buyer to make payment hereunder shall otherwise have arisen during such period the Buyer’s liability to the Seller for payment of the Contract price shall then be deferred until the expiration of fourteen days from the date of submission of such offer to the Finance Company by the Company or until rejection of the Offer by the Finance Company, whichever is the earlier.  If the Offer shall be accepted by the Finance Company within the said period and the Company shall receive from the Finance Company a sum equivalent to the contract price (credit being given for any deposit paid by the Buyer to the Company) then (but not otherwise) the Conditions of Sale shall cease to have effect insofar as they require the Company to transfer to the Buyer the property in the system or require the Buyer to pay the contract price to the Company  but in all other respects these conditions shall continue to apply as if the Buyer had purchased the goods from the Company pursuant hereto and no liability shall in any circumstances attach to the Company beyond that provided by these Conditions.

8.4            In the event of any request being made by the Buyer pursuant to the immediately preceding condition (8.3) the Company shall be entitled to cease work on the system until such time as the offer to sell the system to the Finance Company shall be either accepted or rejected and the Company shall be under no liability whatsoever in respect of any loss which may arise to be suffered by the Buyer as a result of any delay thereby caused in the supply of the system.

RIGHT TO SET OFF

9              No right of set-off shall exist in respect of any claims by the Buyer against the Company unless and until such time as such claims are accepted by the Company in writing and the Buyer shall not withhold all or any part of the sum which has become due for payment under the Contract.

SUSPENSION AND CANCELLATION

10.1          In the event of suspension or cancellation of the Contract by the Buyer for any reason whatsoever (otherwise that in consequence of some default on the part of the Company) the Company reserves the right to make a charge for losses incurred either directly, indirectly or otherwise as a result of such suspension or cancellation, which shall be paid within thirty days of the notification of the charge by the Company to the Buyer.

10.2          Upon resumption of the Contract after any suspension the Company shall be allowed such extensions of time for the performance of it’s obligations as is fair and reasonable having regard to the period of suspension and the Contract Price shall be adjusted in accordance with the provisions of Clause 4.3 above.

TITLE

11.1          The property in the System and each and every part thereof shall remain with the Company until it has received in cash the whole of the Contract Price.

11.2          As long as the property remains with the Company, the Buyer may not sell the System without the prior written consent of the Company.  If the Buyer should resell the System to a third party, or if he joins such materials to other goods in such a way that both form integral parts of a new unit the Buyer hereby assigns to the Company, until complete settlement of all the Company’s claims, all receivables resulting from the sale of the System or from the connection of the System with other goods.

11.3          As long as the property shall remain with the Company, the Buyer may not encumber the System delivered or transfer title to the System for security purposes.  The Buyer shall immediately notify the Company by registered letter if a third party seizes the System sold.  The Buyer shall bear the costs of any action resulting from such seizure.

11.4          As long as the property remains with the Company, the Buyer agrees

                (a)  To insure the delivered System against the risks of fire, theft and water, and to note the interests of the Company upon the policy of insurance

                (b)  To submit the policy to the Company, and

                (c)  That the rights on the insurance shall accrue to the Company for the aforementioned period.  Should the Buyer fail to submit evidence of existing insurance coverage while the property remains with the Company in accordance with Clause 11, the Company may take out such insurance at the Buyer’s expense.

11.5          In the event of any default by the Buyer in respect of any payments due to the Company or if a Receiver is appointed over any of it’s assets or if it enters into liquidation or if it becomes bankrupt or enters into any arrangement with it’s creditors or if the Company has serious doubts as to the solvency of the Buyer or it’s ability to fulfil it’s obligations under the Contract and as long as the property remains with the Company then the Company may recover and remove the System.  The Buyer undertakes to give access to the Premises to enable the Company to retake possession.

PATENTS AND COPYRIGHT

12.1          Where the System agreed to be sold or any part thereof shall consist of any article to be manufactured altered or worked upon the Company in Accordance with the design specification or instructions of the Buyer, the Buyer warrants to the Company that any such article or the design or the construction thereof shall not in any way infringe any letters patent copyright or any other protection subsisting in favour of third parties and agrees to indemnify the Company against all actions claims and damages which may be made against it by such third parties including costs and expenses incurred by the Company in respect thereof.

12.2          In all other cases in the event of any claim being made against the Buyer in respect of infringement or alleged infringement of letters patent copyright or other protection in respect of the System designed and supplied by the Company the Buyer shall inform the Company immediately.  Thereupon the Company shall be at liberty in its absolute discretion to conduct all negotiations for the settlement of any such claim or any litigation or proceedings which may arise there from.  The liability of the Company to the Buyer in such cases whether or not the Buyer shall be permanently prohibited from using the System by reason of such claims shall be limited to accepting a return of the said System and refunding the Buyer the purchase price thereof paid by him less a fair proportion thereof for the benefit which may have been derived from the use of the System whilst it remained in the Buyers possession.

12.3          Any specification and/or drawing prepared by or on behalf of the Company submitted with or expressly referred to in a quotation shall form part of that quotation.  The copyright of all such specifications and drawings remain the copyright of the Company or the Company’s suppliers (as the case may be) and may not be divulged or used without the Company’s permission in writing.

SUBSTITUTION OF MATERIALS

13             The company reserves the right to substitute without prior notice or consultation other materials for which may be specified in the Contract provided that the operating capabilities and technical properties are not, in the opinion of the Company, adversely affected.

ALTERATIONS TO DESIGN OR SPECIFICATION

14             Any alteration to design and/or specification requested by the Buyer shall be notified to the Company in writing.  Any costs incurred in complying with such alterations shall be added to the Contract Price and shall be paid by the Buyer.

SUB CONTRACTING

15             The Company reserves the right to sub-contract any part of the Contract but in doing so the Company will not be relieved of any liabilities under the Contract.

STATUTORY AND BYE LAW APPROVALS

16             It shall be the responsibility of the Buyer to obtain all necessary permissions and licenses and to conform to the provisions of Act of Parliament, or any other bye laws, or orders and regulations for the time being in force affecting the sale of the System under the Contract and/or it’s subsequent operation and the Buyer shall pay and indemnify the Company against all fees payable, costs claims and actions in connection therewith.

ARBITRATION

17             If a dispute arises between the parties to the Contract the same shall be referred to the arbitration of a single person to be mutually agreed upon.  If no agreement is reached such person shall be appointed by the President for the time being of the Law Society (or his duly authorised deputy) on the application of either party. This submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Acts 1950 and 1979.

THIRD PARTY CONTRACTS

18             The buyer shall in no way pledge the credit of the Company, nor make any representation, nor give any warranty with regard to the System other than are contained in the Conditions, nor shall the Buyer sell the System in the name of the Company nor describe nor infer that the Buyer is an agent of the Company.  The Company will be held not liable in any way whatsoever for any loos incurred by the Buyer under any Contract between the Buyer and any third party due to any such default or breach whatsoever.