OUR TERMS AND CONDITIONS
Here are our detailed terms and conditions.
1.1 The definitions in this clause apply in the terms and conditions as follows:
“ANGLO SCOTTISH” shall mean Anglo Scottish Biosolids Limited;
“Codes of Practice” shall mean “The Prevention of Environmental Pollution from Agricultural Activity, a Code of Good Practice” issued by the Scottish Executive in 2005, “The Code of Good Agricultural Practice for farmers, growers and land managers: Protecting our Water, Soil and Air” and any cross compliance guidance issued by the UK Government and shall include any updates or replacements to such guidance as given by those bodies or their successors from time to time;
“Customer” shall mean the Customer as set out in the Order;
“Customer Address” shall mean the address of the Customer as set out in the Order; “Equipment” shall mean any and all equipment hired, lent or otherwise made available to the Customer in relation to the provision of the Goods or Services;
“Force Majeure Event” shall mean any act, event, non-occurrence, omission or accident beyond ANGLO SCOTTISH’s reasonable control;
“Goods” shall mean sewage sludge as per the Safe Sludge Matrix or organic wastes suitable for beneficial land application subject to SEPA approval that ANGLO SCOTTISH shall sell to the Customer as detailed in the Order Form and where relevant shall include Equipment; “Laws”: shall mean the laws of Scotland and all statutes, regulations and codes having the force of law in Scotland;
“Order” shall mean the Customer’s request for Goods and/or Services, as set out in the Order Form;
“Order Form” shall mean the completed order form as provided to ANGLO SCOTTISH by the Customer;
“Party” shall mean either ANGLO SCOTTISH or the Customer as the context requires and Parties shall mean both of them;
“Regulations” shall mean the Waste Management Licensing (Scotland) Regulations 2011; “Safe Sludge Matrix” shall mean the leaflet titled “Safe Sludge Matrix - Guidelines for the Application of Sewage Sludge to Agricultural Land” as published by the British Retail Consortium, Water UK and ADAS with issue date April 2001 (third edition); “SEPA” shall mean the Scottish Environmental Protection Agency
“Services” shall mean the spreading of sewage sludge to land in compliance with the relevant Codes of Practice or as set out in an estimate or quotation for services as required by the Customer;
“Shortage” shall mean a shortage of labour, materials and/or Goods; and “Working Day” shall mean any day except a Saturday or Sunday on which banks are open for business in Edinburgh.
2.1 These Standard Terms and Conditions together with the Order, Estimate or Quoation shall set out the whole agreement between the Customer and ANGLO SCOTTISH for the provision of Goods and/or Services (“the Agreement”) and shall be binding on both ANGLO SCOTTISH and the Customer. Subject to clause 2.7 below, any variation of the Agreement must be in writing and signed by both Parties.
2.2 Any, drawings, descriptions or advertising that ANGLO SCOTTISH issues and any descriptions or illustrations provided by ANGLO SCOTTISH are solely to provide the Customer with an approximate idea of the Goods or Services they describe. They do not form part of the Agreement between the Customer and ANGLO SCOTTISH or any other contract between the Customer and ANGLO SCOTTISH for the provision of Services. All intellectual property rights in such information shall remain the property of ANGLO SCOTTISH.
2.3 The Order is an offer by the Customer to enter into a binding contract, which ANGLO SCOTTISH is free to accept or decline at its absolute discretion.
2.4 The Agreement shall become binding on the Customer and ANGLO SCOTTISH upon the Order Form being signed by each of ANGLO SCOTTISH and the Customer, or the Estimate or Quotation being accepted in writing, issue of a purchase order or commencement of work. 2.5 Subject to clause 2.6 below, the Customer may cancel the Agreement provided that: (i) no Goods have been delivered to the Customer; and (ii) no work has commenced in connection with the Services; and (iii) ANGLO SCOTTISH has not incurred any costs associated with the provision of the Services or Goods. The period during which the conditions at (i), (ii) and (iii) above are each satisfied is referred to as the “Cancellation Period”.
2.6 If the Customer cancels an Order after the expiry of the Cancellation Period, the Customer shall be liable to pay the full amount of monies due in respect of such Order if written cancellation of such is received by the ANGLO SCOTTISH less than 5 full Working Days prior to the beginning of the date on which such Goods or Services were to be provided. If notice of cancellation is received by ANGLO SCOTTISH at least 5 full Working Days prior to the beginning of the date on which such Goods or Services were to be provided, the Customer shall be entitled to receive a refund of 50% of monies paid or payable to ANGLO SCOTTISH in relation to Services initially ordered.
2.7 ANGLO SCOTTISH has the right to revise and amend these terms from time to time. The Customer will be subject to the terms and policies applicable at the date that the Order Form is signed, unless any change to those policies or these terms is required by law, government or regulatory authority (in which case, such changes shall apply to Orders that the Customer has placed, but that ANGLO SCOTTISH has not yet fulfilled).
3.1 All Equipment provided to the Customer in the provision of the Goods or Services by ANGLO SCOTTISH shall remain the property of ANGLO SCOTTISH and no title shall pass to the Customer. Notwithstanding the above, once the Equipment is on the Customer’s premises, the Equipment shall be deemed to be within the Customer’s control and responsibility and shall be at the Customer’s sole risk until collected and control re-taken by ANGLO SCOTTISH. The Customer shall indemnify Anglo Scottish Biosolids Ltd – Standard Terms and Conditions – 10.11.2016 ANGLO SCOTTISH for any loss or damage to the Equipment [and any other property provided by ANGLO SCOTTISH] during the period of Customer’s control and responsibility and shall insure the Equipment for its full replacement value.
[3.2 The loan of any Equipment under the Agreement shall be subject to a maximum duration equal to the period of time over which the Services are provided by ANGLO SCOTTISH to the Customer.]
3.3 The Customer warrants that the person designated to take delivery of Equipment has the Customer’s authority to do so.
3.4 The Customer warrants that where it is to take delivery of Goods, it shall provide a location for the stockpile that complies with the relevant objectives of the Regulations and any relevant Codes of Practice. In the event that the Customer requests that ANGLO SCOTTISH removes Goods from the site which they were delivered to, then such removal shall be at the Customer’s cost. Confirmation of the removal cost (or the best estimate thereof) will be provided by ANGLO SCOTTISH to the Customer prior to removal. In the event that Goods provided to the Customer by ANGLO SCOTTISH are not compliant with the Regulations, then ANGLO SCOTTISH shall arrange for their removal at its cost.
[3.5 Where the Customer receives Equipment as part of the requested Services, it shall, together with payment for the Services make payment equal to the replacement cost of the Equipment. If the Equipment is not returned in a satisfactory condition, the Customer shall without prejudice to any other right or remedy of ANGLO SCOTTISH pay a charge equal to the cost of cleaning, repairing, reconditioning and/or replacing the Equipment as ANGLO SCOTTISH considers necessary.
3.6 Where Services are to be provided and where required by the nature of the sewage to be spread, ANGLO SCOTTISH will provide for such spreading to comply with the Codes of Practice and subject to defined application rates based on the analysis of the sewage and the farm soils at the Customer’s location.
3.7 In order to ensure compliance with Codes of Practice, the Customer shall not be entitled to sell or distribute Goods for further use without the prior express written consent of ANGLO SCOTTISH.
3.8 ANGLO SCOTTISH has prepared a note of advice for Use of Organic Material which can be accessed by the Customer on ANGLO SCOTTISH’s website. The note of advice is provided for information only in order to assist customers in complying with their obligations in respect of the Goods. Compliance with such obligations is wholly a requirement of the Customer and ANGLO SCOTTISH accepts no liability for the Customer’s failure to do so or any inaccuracy in the note of advice.
3.9 Where spreading of Goods to land is to be carried out or arranged by the Customer, the Customer warrants that no such spreading will be completed without an agreed spreading permit being obtained by the Customer from [ANGLO SCOTTISH] in order to ensure that the Regulations are complied with. Within 48 hours of the completion of the spreading of any Goods by or on behalf of the Customer, the Customer will provide a copy of the permit to ANGLO SCOTISH in order to ensure that the Regulations are complied with.
3.10 If ANGLO SCOTTISH is to provide the Services, Anglo Scottish will provide cross compliance data to the Customer on an annual basis or within 3 months of spreading being completed.
[3.11 The Customer undertakes to comply with (i) all health and safety Laws; (ii) all safety instructions in relation to the Goods; and (iii) to comply with all health and safety requirements as directed by ANGLO SCOTTISH.]
4.1 The price of the Goods and/or Services (exclusive of VAT), whether a fixed price or an agreed rate (e.g. price per ton) shall be as set out in the Order Form.
4.2 All quotations or estimates provided to the Customer prior to an Order Form being signed by the Customer and ANGLO SCOTTISH are solely an indication of costs and shall not be binding upon ANGLO SCOTTISH.
4.3 [Payment for all Goods and Services shall be either (i) [sought through the local machinery ring]; or (ii) made in full, and without any deduction, withholding or setoff, within 30 days of an invoice being issued to the Customer by ANGLO SCOTTISH.]
4.4 If the Customer requires additional services to be provided and these are requested whilst ANGLO SCOTTISH is on-site (“On-site Additional Services”), the provision of those On-Site Additional Services shall be wholly at the discretion of ANGLO SCOTTISH and may be subject to an additional charge. In such circumstances ANGLO SCOTTISH shall be entitled to issue an invoice in respect of On-Site Additional Services without any Order Form being signed by the Parties but these Standard Terms and Conditions shall nevertheless apply to the provision of such On-Site Additional Services.
4.5 If the Customer does not make any payment to ANGLO SCOTTISH when due, ANGLO SCOTTISH may charge interest to the Customer on any outstanding amount at the rate of 4% a year above the base lending rate of the Royal Bank of Scotland from time to time. This interest shall accrue daily from the due date until the date of actual payment of outstanding amounts, whether before or after judgment, such interest to be paid together with the outstanding amount.
4.6 Without limiting any other remedies or rights that ANGLO SCOTTISH may have, if the Customer does not pay any monies when due, ANGLO SCOTTISH may cancel or suspend any outstanding Order until payment of outstanding amounts is made in full.
5.1 Subject to clause 5.6, but notwithstanding any other provision of this Agreement to the contrary, the total aggregate liability of ANGLO SCOTTISH to the Customer, whether in contract, delict (including negligence) for breach of statutory duty or otherwise, arising under or in connection with an Order and the supply of Goods and/or Services under that Order shall not exceed [the price payable for that Order as stated on the Order Form.]
5.2 Subject to clause 5.6, ANGLO SCOTTISH shall not be liable in any way whatsoever for any damage, loss (whether direct or indirect) or cost of any kind suffered or borne by the Customer that arises out of delay late delivery or performance of the Goods or Services and any times or dates given for delivery or performance shall not be of the essence. Anglo Scottish Biosolids Ltd – Standard Terms and Conditions – 10.11.2016
5.3 Agronomic advice shall be excluded from the scope of the Services to be provided. Where a Customer requires agronomic advice, this should be sought from a suitably qualified third party as part of a farm management plan to be put in place by the Customer.
5.4 Subject to clause 5.6, ANGLO SCOTTISH shall in no way be liable for any consequential or indirect loss or for any direct or indirect loss of profit suffered by the Customer howsoever caused and whether foreseeable or not at the date of the Order.
5.5 The Customer shall indemnify ANGLO SCOTTISH against all actions, demands, claims, expenses, compensation, costs, charges, liability and any other proceedings whatsoever, suffered or borne by ANGLO SCOTTISH arising from the negligence of the Customer, the Customer’s failure to comply with this Agreement or any other conduct of the Customer connected with this Agreement.
5.6 Nothing in these terms and conditions shall limit in any way either Party’s liability for: (i) death or personal injury caused by its negligence; or (ii) fraud or fraudulent misrepresentation; or (iii) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iv) any breach of the Regulations; or (v) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or (vi) any other matter for which it would be illegal or unlawful to exclude or attempt to exclude liability.
6.1 ANGLO SCOTISH will not be liable for any failure or delay in performing any of its obligations under this Agreement that is caused by a Force Majeure Event or Shortage.
6.2 ANGLO SCOTTISH’s obligations under this Agreement shall be suspended for the duration of the Force Majeure Event or Shortage and ANGLO SCOTTISH shall have an extension of time to perform its obligations equal to the duration of that Force Majeure Event. ANGLO SCOTTISH will take reasonable steps to bring the Force Majeure Event or Shortage to an end or to find a solution by which ANGLO SCOTTISH’s obligations under this Agreement can be performed despite the Force Majeure Event or Shortage.
6.3 Upon the occurrence of a Force Majeure Event or Shortage, the Customer’s rights shall be limited so that it shall only be entitled to a refund in respect of such proportion of Services that are incapable of delivery due to such Force Majeure Event or Shortage and have already been paid for by the Customer.
7. The Customer may not transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of ANGLO SCOTTISH. ANGLO SCOTTISH may transfer all or any of its rights and obligations under this Agreement to another organisation, but this will not affect the Customer’s rights under this Agreement.
8. All notices sent by the Customer to ANGLO SCOTTISH must be sent by recorded delivery to Customer Notifications, Anglo Scottish Bio Solids Limited, Wester Jawcraig, Falkirk FK1 3AL. ANGLO SCOTTISH may give notice (sent by recorded delivery) to the Customer at the Customer’s address as set out in the Order Form. Notices will be deemed received and properly served twoWorking Days after the date of posting of any letter.
9.1 If any court or competent authority decides that any of the provisions of these terms and conditions are invalid, unlawful or unenforceable to any extent, the term(s) will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by Law.
9.2 If, at any time, there is any discrepancy between the standard terms and conditions provided together with the Order and the standard terms and conditions as provided on ANGLO SCOTTISH’s website, the standard terms and conditions as set out on such website at the time the Parties enter into the Agreement shall prevail.
9.2 If ANGLO SCOTTISH fails, at any time whilst this Agreement is in force, to insist that the Customer performs any of the Customer’s obligations under this Agreement or if ANGLO SCOTTISH does not exercise any of its rights or remedies under this Agreement that will not mean that ANGLO SCOTTISH has waived such rights or remedies and will not mean that the Customer does not have to comply with those obligations. If ANGLO SCOTTISH does waive a default by the Customer, that will not mean that ANGLO SCOTTISH will automatically waive any subsequent default by the Customer. No waiver by ANGLO SCOTTISH of any provision of this Agreement shall be effective unless ANGLO SCOTTISH expressly says that it is a waiver and ANGLO SCOTTISH tells the Customer so in writing.
9.3 This Agreement shall be governed by Scots law and the Parties agree to the non-exclusive jurisdiction of the Scottish courts.