E H BENNETT & COMPANY LIMITED
CONDITIONS FOR STOCKHOLDERS
1. DEFINITIONS
"the Company’ means either E. H. Bennett & Company Limited or one of its associated companies;
"the Contractor" means the company or individual agreeing to store Stock and Fines on behalf of the Company;
"Conditions" means the standard terms and conditions set out in this document;
"the Contract" means the contract under which the Contractor agrees with the Company to store screen and otherwise process Stock and Fines;
"Stock" means coal and other solid fuel products that have either not been screened by the Contractor or the Stock separated as a result of Screening that is larger in size than the apertures of the screening mesh used
"To Screen" means to use a screening plant suitable for passing Stock over a screening mesh in order to separate the Stock into different sizes;
"Fines" means Stock separated as a result of Screening that is smaller in size than the apertures of the screening mesh used
"Stockholder Contract" means a formal written contract prepared by the Company;
"Writing" includes letter facsimile or E-mail transmission or other comparable means of communication.2. THE CONTRACT
2.1 The terms of the Contract shall be those set out in the Company’s Stockholder Contract (which also incorporates these Conditions) duly signed by the Contractor or where there is no such Stockholder Contract in accordance with any written order given by the Company which shall be subject to the Conditions. These Conditions and the terms of the Stockholder Contract shall govern the Contract to the exclusion of any other terms and conditions
2.2 Variations or alterations to the Contract terms or these Conditions can only be made with the written agreement of both the Company and the Contractor3. RECEIVING AND STORAGE
3.1 The Contractor will without delay receive the Company’s vehicles, establish the delivered weights of Stocks over it’s weighbridge arrange for tipping and store the Stocks on the Contractor’s specified premises on concrete, tarmac or other similar hard standing that is free of any loose or contaminating material and separated from any other material stored within its storage facility that is not being handled and processed under the Contract. Different grades of Stock and different grades of Fines shall be stored separately
3.2 The Contractor will inspect the incoming Stock and if it appears substandard in quality or appearance or contaminated in any way will immediately advise the Company in writing and store it separately from any other Stock
3.3 The Contractor will provide the Company with a weekly stock reconciliation in a format stipulated by the Company showing opening Stock and Fines plus new deliveries received and weight gains less deliveries made and less any samples taken by the contractor in the preceding week and showing different grades of Stock and Fines separately. Any Stock or Fines taken by the Contractor for its own purposes shall have first been ordered and agreed in writing by the Company in advance and shall be treated as a sale to the Contractor and will be accounted for separately in the weekly stock reconciliation.
3.4 The Company or it’s representatives shall have a right to inspect and audit all documentation and carry out stock surveys of Stocks and Fines and take samples or carry out analysis without prior notice
3.5 Any losses of Stock or losses caused by the amount of Fines being in excess of the levels normally experienced elsewhere by the Company due to excess degradation shall be the responsibility of the Contractor who shall at the Company’s option either replace such losses or compensate the Company for the cost of making good such losses
3.6 The Stocks and Fines will at all times remain the property of the Company4. SCREENING
4.1 The Contractor shall only be required to Screen Stocks if requested by the Company which will stipulate the size of mesh to use
4.2 If Screening is requested by the Company the Contractor shall adopt good industry standard techniques (including slow and careful handling of Stocks and not dropping Stocks from excessive heights) designed to ensure that the amount of Fines generated shall not be in excess of levels specified by the Company but if no levels are specified at levels generally acceptable within the coal trade. If Screening results in higher such levels of Fines the Contractor shall stop Screening immediately and contact the Company for further instructions
4.3 Fines generated by the Contractor shall be kept in separate grades and accounted for in the weekly reconciliation
4.4 The Contractor shall either Screen Stock into it’s own or it’s customers road transport vehicles or onto the ground as the Company specifies from time to time5. DELIVERY
5.1 The Contractor shall arrange for Stocks and Fines to be loaded onto the Company’s or its customers’ road transport in accordance with the Company's instructions and carefully in such a way as to avoid excessive degradation but will only release an amount of Stock to correspond with written orders received from the Company. Under no circumstances shall Stocks and Fines be loaded on the same vehicle
5.2 The Company will advise the Contractor of the loads to be taken out and will include the order number the names of the haulier the grade of the Stocks and Fines and the weight to be taken up. The Contractor will not load Stocks or Fines onto any vehicles unless the driver is able to provide the correct order number as advised by the Company to the Contractor.
5.3 The Contractor will issue delivery / weighbridge tickets to the vehicle drivers and a duplicate to the Company in respect of Stock and Fines loaded onto the Company’s or it’s Customer’s road transport and shall be responsible for the accuracy of such tickets.
6. RATES
6.1 The Company will pay the rates as agreed in writing between the Company and the Contractor for handling, Screening and other processing and for storage but shall not be responsible for any additional costs
6.2 The Company shall pay storage charges on tonnage of Stock and Fines monthly in arrear at the rate agreed per metric tonne per week or part of a week based on the closing stock balance each week
6.3 The Company shall pay other charges monthly in arrear
6.4 Value added tax shall be payable on all charges7. WEIGHTS
7.1 On delivery to the Company’s or its customers’ road transport the Stock and Fines will be weighed over the Contractor’s weights and measures certified weighbridge
7.2 The Contractor’s weighbridge tickets and stock records for the Stocks and Fines will be available for inspection by the Company during normal working hours
7.3 When any particular grade of Stocks or Fines is reduced to below 25 metric tonnes the Contractor will immediately advise the Company accordingly
7.4 If on or near completion of delivery of Stocks and Fines to the Company’s road transport it appears that a weight gain has occurred through moisture absorption the Contractor shall immediately advise the Company in writing and such weight gain shall be the property of the Company and shall be recorded by the Contractor on the weekly stock reconciliation
7.5 Any shortage of weight for whatever reason in Stocks or Fines below book stock levels and below the levels of weight gains normally experienced elsewhere by the Company for any grade due to moisture absorption shall immediately be brought to the Company’s attention and be reimbursed to the Company by the Contractor at the Company’s replacement cost.8. CONTRACTOR’S OBLIGATIONS
8.1 Maintenance of Stock and Fines
8.1.1 The Contractor shall use best endeavours to ensure that Stocks and Fines are kept free from all forms of contamination by either extraneous material or other grades of coal by good industry standard practices and by regular inspection and the cost to the Contractor resulting from all contamination to the Stock or Fines shall be the responsibility of the Contractor who shall compensate the Company for all losses caused by such contamination
8.1.2 Stock piles shall be so arranged as to facilitate safe and efficient loading of vehicles. Clearly defined traffic routes between stock piles must be maintained and traffic must not encroach on Stocks
8.1.3 The Contractor shall provide and maintain suitable monitoring facilities and procedures to detect any signs of over heating which must be reported as soon as practicable to the Company
8.1.4 The Contractor shall use reasonable endeavours to maintain adequate measures and means for taking emergency action to deal with overheating of Stocks or Fines. Should overheating occur the Contractor will so far as possible immediately isolate the affected portion of the Stocks or Fines and carry out further works considered necessary by the Company to prevent further heating
8.1.5 The Contractor shall provide the Company or its representatives with such assistance as may be reasonable to sample the Stocks and Fines at any reasonable time on reasonable notice (except in the case of an emergency). All samples let out shall be recorded as outgoing Stock
8.1.6 Any contaminated Stock or Fines will be immediately notified by the Contractor to the Company in writing and where such contamination is obvious be collected and stored separately for inspection by the Company’s representatives when instruction on its treatment will be given
8.2 Quality Complaints Procedure
8.2.1 All quality complaints received by the Contractor relating to the Stocks or Fines despatched from the Contractor’s storage facility will be reported to the Company within 24 hours of receipt.
8.2.2 The Contractor will be responsible for any excessive Fines undersized or contamination complaints due to lack of or inadequate screening or storage in accordance with the Contractor’s obligations under these Conditions or the Contract
8.2.3 If on delivery by the Company’s haulier to the Contractor’s premises any of the Stocks or Fines are seen to be sub-standard the Contractor shall report such occurrence to the Company within 24 hours of receipt
8.2.4 Where Stocks or Fines are returned by customers to the Contractor they shall be kept separate from all other Stocks.
8.3 Certification
The Contractor shall upon request from the Company or Trading Standards’ representatives produce details of its weighbridge calibration and certification9. INSURANCE
9.1 The Company shall insure the Stocks and Fines against all normal risks including theft whilst they are under the control of the Contractor
9.2 The Contractor shall remain liable in accordance with these conditions and the Contract notwithstanding that the Company may have recovered any loss from its insurers who will have rights of subrogation against the Contractor10. TERMINATION
10.1 The Contract shall automatically terminate without notice being given if the Contractor shall become insolvent by reason of its inability to pay its debts as they fall due or has had a winding up petition presented against it or has called a meeting of its creditors for the purpose of going into voluntary liquidation or has had a receiver appointed to the whole or a substantial part of its undertaking or has had an administration petition presented against it or has made a proposal for a corporate voluntary arrangement
10.2 The Company may at any time terminate the Contract forthwith by written notice to the Contractor if the Contractor shall be in material breach of any of its obligations under the Contract or these Conditions or any other agreement or trading arrangement with the Company or any of its associated companies and such breach is either irremediable or being remediable the Contractor fails to remedy the same within 30 days of being required to remedy such breach by the Company
10.3 Upon the termination for any reason the Contractor shall make available the Stocks and Fines for collection by the Company from the Contractor’s compound and the Company shall have the right to enter on such compound for the purpose of removing such Stocks and Fines11. EQUIPMENT PROVIDED BY COMPANY
11.1 If the Company provides equipment for the use of the Contractor
11.1.1 that equipment shall at all times remain the property of the Company
11.1.2 the equipment shall be insured by the Company against normal commercial risks
11.1.3 the equipment shall be maintained by the Contractor in good working order
11.1.4 the Company shall be entitled at any time to demand the return of the equipment and to enter the Contractor’s premises for the purposes of recovering it12. LANDLORD’S WAIVER
If the Contractor stores the Stocks and Fines and any equipment provided by the Company on leasehold property the Contractor shall if requested by the Company obtain a waiver from the Landlord in favour of the Company in which the Landlord agrees not to distrain upon the Stocks and Fines and equipment and to permit the Company to remove the Stocks and Fines and equipment from the Property13. SET OFF
The Company shall be entitled to set-off against the charges due to the Contractor under the Contract an allowance for any missing Stock and Fines or losses of Stock and Fines referred to under Condition 4 and 7 or any loss due to a failure on demand immediately to make available for collection in good working order any equipment provided by the Company for the Contractors use referred to under Condition 1114. NOTICES
Any notice to be given under these Conditions shall be in writing and shall be effectively given by being sent by first class post or facsimile to the registered office of either party or to any other address as such party may expressly notify to the other and shall be deemed to be served in the case of facsimile at the time of despatch and in the case of post at noon on the second day following the date of despatch15. LIEN
15.1 The Contractor waives any lien on Stocks and Fines and equipment which it might otherwise be entitled to exercise16. APPLICABLE LAW
The Contract and these Conditions shall be governed by English Law17. GENERAL PROVISIONS
17.1 If the Company waives any breach by the Contractor of one of its obligations such waiver shall not be deemed to extend to any other breach of obligation which the Contractor may have committed
17.2 The Contractor undertakes to keep all information and documents relating to the Contract and the Contractor’s dealings with the Company strictly confidential
17.3 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions in these Conditions and the remainder of the provisions in question shall not be affected thereby.
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