Arbuthnott Wood Pellets “Stovies” – Terms & Conditions of Sale of Wood Pellets
The definitions in this clause apply in the terms and conditions set out in this document:
- “Analysis” shall have the meaning given in clause 3.8.
- “Business Day” a day (other than a Saturday or Sunday or public Holiday) when banks in Scotland are open for business.
- “Force Majeure Event” shall have the meaning given in Clause 9.
- “Goods” the products that we are selling to you as set out in the Order
- “Order” your order for the Goods.
- “Order Confirmation” shall have the meaning given in clause 2.5.
- “Relevant Sample” shall have the meaning given in clause 3.9.
- “Terms” the terms and conditions set out in this document.
- “Writing” or written includes faxes and e-mail.
Headings do not affect the interpretation of these terms.
2. Basis of Sale
2.1 These Terms and the Order are considered by us to set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our Employees. Please ensure that you read and understand these Terms before you submit the Order because you will be bound by the Terms once a contract comes into existence between us, in accordance with clause 2.5.
2.2 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained in our brochures are issued or published solely to provide you with an approximate idea of the Goods they describe. They do not form part of the contract between you and us or any other contract between you and us for the sale of the Goods.
If any of these Terms are inconsistent with any term of the Order, the Order shall prevail. The Order is an offer by you to enter into a binding contract which we are free to accept or decline at our absolute discretion.
These terms shall be binding on you and us when:
2.5.1 We issue you with a written acceptance of an Order (Order Confirmation); or
we notify you that the Goods are ready whichever is the earlier, at which point a contract shall come into existence between us.
2.6 Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with clause 2.5. A quotation shall be valid for a period of 30 calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
2.7 We shall assign an order number to the Order and inform you of it in the Order Confirmation. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.8 Your order will not be scheduled until after you have placed an Order. Consequently, an Order Confirmation will not usually include a proposed delivery date. You will be notified subsequently of the proposed delivery date. If the proposed delivery date is not acceptable, you may cancel an Order without further obligation or request and alternative date. We will try to offer a suitable delivery date, but will be under no obligation to meet your requirements. We may cancel an Order without further obligation if you do not accept our proposed delivery date. Once you have accepted our proposed delivery date, you may be subject to additional charges if you wish to amend or cancel an Order.
2.9 You may at any time before any agreed delivery date amend or cancel an Order by providing us with written notice. If you amend or cancel and Order within 2 Business Days of any agreed delivery date, your liability to us shall be limited to payment of our standard Cancellation Charge of £50, except that where the amendment or cancellation results form our failure to comply with these Terms you shall have no liability to us for it. If we cannot provide you with an acceptable rescheduled delivery date, you are free to cancel the Order. We will try to meet your requirements, but we will be under no obligation to reschedule to a date of your choosing, nor to accept any other requested amendments.
The Goods are supplied for use at the delivery location. If you move the Goods on to other sites and/or to other users, we will not be responsible for the condition of the Goods where and when they are actually used.
We have the right to revise and amend these Terms from time to time. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
3. The goods
3.1 We warrant that the Goods shall:
3.1.1 conform in all material respects with the ordered specification
3.1.2 be free from material defect in design, material and workmanship;
3.1.3 and comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens Advice Bureau or trading standards office.
This warranty does not apply to any defect in the Goods arising from fair wear & tear, wilful damage, accident, negligence by you or any third party, if you use the Goods for a purpose or in manner for which they are not suited, your failure to follow the instructions provided by the suppliers of the equipment with which the Goods will be used, or any unapproved alteration or repair you carry out to the equipment with which the Goods will be used.
3.4 We will take all reasonable steps to ensure that you receive your order in good condition.
3.5 These Terms apply to any replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Terms.
3.6 Pellet specifications are expressed in accordance with Woodsure Plus.
3.7 Tests will be carried out by independent laboratories that have been accredited as qualified to carry out those tests.
3.8 Analysis means a series of tests carried out for the purpose of determining whether the Goods comply with the relevant specification.
3.9 A relevant Sample is a sample taken:
- from pellets from the same source and of the same specification as the pellets delivered to you.
- as close in time to your delivery as practical
- at the site where the delivery vehicle for your delivery was loaded
4.1 Delivery of the Order shall be completed when we deliver the Goods to you.
4.2 We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing. However, occasionally delivery many be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of any unexpected delay and will arrange a new delivery date with you.
4.3 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
4.4 We will deliver the Goods in accordance with our quality procedure to ensure that all practical measures are taken to minimise degradation of the Goods, within the constraints of your installation and the circumstances of the delivery.
4.5 You are responsible for ensuring that we or our contractors are able to deliver the Goods on arrival at the delivery site. If we are unable to park in a location suitable for delivery, we reserve the right to abandon the delivery.
4.6 Our lorries must be able to gain access safely and without delay to a suitable parking space within a practical distance from your store. Please contact us to discuss your circumstances if you are in any doubt.
4.7 For bagged deliveries on hard surfaces:
- Pallets will be delivered to kerbside
- You must provide your own means of moving the bags from kerbside to where they will be stored
- The parking space for the vehicle and set-down spot for the pallet(s) must be on no more than a gentle gradient, with no significant obstacles between the parking space and the set-down spot that might prevent the haulier from offloading the pallet(s).
4.8 For bulk deliveries:
- The total length of pipe (the combined length of our pipe and your pipe) should not be greater than 20 metres.
- You must provide an accessible flange with a Storz 110A connector for connecting our delivery pipe to (speak to your Installer or us if you are not sure about the connector).
- The flange must be located where our delivery driver can access it safely and comfortable – no more than 1.5 meters above the platform on which the driver stands when connecting the delivery pipe.
- An additional flange can be used for dust removal.
- The platform must be safe e.g. flat, level, soundly constructed, not slippery, and surrounded by suitable safety railings where necessary.
- The route from the lorry’s parking space to the platform must be easily accessible and navigable by the driver, without obstacles to climb over (with or without a ladder) or to have to lift the pipe over.
If we cannot deliver the Goods safely and conveniently on arrival, you will be liable to pay the delivery charge regardless of whether we were able to deliver the Goods. We will be under no obligation to make another attempt at delivery. You will have to request a new delivery, which we will be under no obligation to accept. If we accept a new order, you will be liable to pay the full cost of the new delivery (including a delivery charge) as well as the delivery charge from the incomplete delivery.
It is your responsibility to order the correct quantity of the Goods.
If you over-order, so that we cannot deliver the full amount ordered, or if we are not able to complete a delivery for reasons that we could reasonably expect you to have anticipated, you will be liable to pay for the ordered quantity at the quoted price.
For bulk deliveries:
* If you over-order, you will be charged for the pellets left in the delivery pipe when we are
unable to blow any more into your store. We will have to clear the pellets from the pipe, onto the ground where the pipes lay, if you do not provide a more suitable receptacle. It will be your responsibility to dispose of these pellets, at your cost.
- If you under order and we are able to deliver more than you ordered, you will be liable to pay for the amount delivered, at the quoted price per tonne. If you want us to deliver no more than you ordered, regardless of whether your store could accommodate more than the ordered quantity, you should give us prior, written notice that this is your preference, in which case you will be charged for no more than you ordered.
- The quantity deemed to have been delivered will be the quantity recorded by the weighing system on the delivery vehicle, to within a margin of error of 100kg. We will keep the weighing system on the delivery vehicle in good condition and calibrated according to the manufacturer’s instructions.
4.13 For bagged deliveries, you will be delivered the number of pallets ordered (possible in multiple deliveries). The acceptable margin of error on the weight of pellets on each pallet will be +/- 5%.
4.14 If you require a delivery urgently, you may request Priority Delivery, in which case we will try to schedule delivery within 3 working days. We do not guarantee to be able to arrange Priority Delivery, but if we are able to schedule delivery within 3 working days, you will be liable for our standards Priority Delivery charge, available on request.
4.15 If we cannot schedule your requested Priority Delivery within 3 working days, we will inform you of the earliest date that we can deliver. If you accept this offer, you will not be charged for Priority Delivery.
4.16 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. Defective goods and returns
It is your responsibility to ensure that the Goods are suitable for the use to which you put them, provided that the Goods and the manner of the delivery conform with these Terms. We warrant only the quality of the Goods and their delivery, and not their suitability for your application.
In the unlikely event that you suspect the Goods or the manner of delivery do not conform with the Terms let us know no later than 7 days after delivery.
You may request that a representative of our company attends your site. This will be at our cost if the Goods do not conform with the Terms. Otherwise you will be liable to pay us for our time, travel and reasonable expenses incurred in the process of attending your site.
5.4 As it is impossible for us to verify that a sample of pellets taken from your store is representative of the Goods that we supplied to you and that their condition is a consequence of our services rather than of your installation and operation, we will not accept any assessment of any sample other than a Relevant Sample as described above (Clause 3.9). We will not accept any assessment of any means other than Analysis of a Relevant Sample by an independent, accredited laboratory using European standard methodology, as described above (Clauses 3.6 to 3.9) you will have recourse only if you can demonstrate that the Goods or the manner of delivery do not conform with the Terms, according to the methods specified in the Terms.
5.5 These Terms will apply to any replacement Goods that we supply to you.
6. Title and risk
6.1 The Goods will be your responsibility from the time of delivery.
6.2 Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges.
7. Price and payment
7.1 The price of the Goods will be as set out in the quotation we provided to you or, if we have not provided a quotation or the quotation has expired, in our pricing structure in force at the time we confirm your Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing.
7.2 These prices include VAT changes between the date of the Order and the date of delivery we
will adjust the VAT you pay, unless you have already paid for the Goods in full before the
change in the rate of VAT takes effect.
7.3 If you have an active credit account with us with sufficient balances for an Order, we may
invoice you for the Goods on or at any time after we have delivered them to you. The invoice
will quote the Order Number. You must pay the invoices in cleared monies within 30 calendar days of the date of the invoice by cheque, bank transfer, debit or credit card. We accept payment with Visa or Mastercard.
7.4 If you do not have an active credit account with us with sufficient balance for an Order, payment for all Goods must be made in advance by credit or debit card. We accept payment with Visa, MasterCard, BACS, cheque or cash.
7.5 If you do not make any payment due to us by the due date for payment (as set out in clauses
7.3 & 7.4) w may charge interest to you on the overdue amount at the rate of 4% a year above
the base lending rate of Barclays Bank 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 the overdue amount.
Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any other outstanding Order until you have paid the outstanding accounts.
Clauses 7.5 & 7.6 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you
8. Limitation of liability
8.1 If either of us fails to comply with the Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are foreseeable consequence of the failure to comply with these Terms.
8.2 We will not be liable for any consequential loss or indirect loss suffered by you or by anyone to whom you have supplied the pellets
8.3 We will not be liable for losses or damages resulting from the use of pellets for purposes for which the specification and manner of delivery are not suitable.
9. Events outside our control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by event outside our reasonable control (Force Majeure Event).
9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
9.2.1 Strikes, lock-outs or other industrial action or;
9.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
9.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration
of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
All notices sent by you to us must be sent to Arbuthnott Wood Pellets Ltd, Arbuthnott, Laurencekirk, AB30 1PA, or by email to email@example.com We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and,
in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
12.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 A person who is not party to the Terms shall not have any rights under or in connection with the under the Contracts (Rights of Third Parties) Act 1999.
12.3 These Terms shall be governed by Scottish law and we both agree to the non-exclusive jurisdiction of the Scottish Courts.