D-ENERGi WOOD FUEL SUPPLY AND MANAGEMENT TERMS AND CONDITIONS

Terms & Conditions

• DEFINITIONS IN THIS AGREEMENT

In this Agreement, the following definitions shall apply:

‘Ad Hoc Orders’ Means a one off order by the customer or an infrequent order, with no reorder obligations.  This can be for blown deliveries or pallet deliveries. All ‘Ad Hoc Orders’ for blown or pallet deliveries are bound by these terms and conditions.

‘Agreement’ The customer has the option to enter into a fixed term exclusive agreement, for up to 36 months for wood fuel supply. By entering into the wood fuel supply agreement with D-ENERGi. D-ENERGi will purchase the wood supply in advance for the contracted period. Please note D-ENERGi will prioritise deliveries for contracted customers over ‘Ad Hoc Orders’ particularly over busy periods such as the festive Christmas period and Easter.  Therefore it is recommended to all customers to enter into agreement so we can work with the producers and wholesalers to ensure timely future supply.

‘Agreement Date’ means the date that the Wood Fuel Supply Agreement is completed or confirmation is sent to confirm an Ad Hoc Order for either for blown or pallet delivery.

‘Authorised Person’ means the individual authorised person to enter into this Agreement on behalf of the Customer. The Authorised Person must be notified to D-ENERGi before the Agreement Date together with a sample of his signature and such other information as D-ENERGi may reasonably require as evidence of his capacity to enter into this Agreement. The Customer may change the Authorised Person during the Term, by written notice to D-ENERGi, together with providing the sample signature and such other information as D-ENERGi may reasonably require.

‘Affiliate’ means in relation to each of the Parties, any company, or corporation, that is a direct or indirect holding company, or subsidiary of such Party, where for the purpose of this definition ‘subsidiary’ and ‘holding company’ have the meanings respectively ascribed there to in Section 1159 of the Companies Act 2006.

‘Advance Payment’ means a payment on account that D-ENERGi may request, from time to time, as confirmed within the Wood Fuel Supply Agreement, to allow the Customer to secure the rates referred to therein.  This maybe applicable for customers who do not meet the required standard of credit or for domestic pallet orders. Advance payments will not be taken without the customer’s authorisation or agreement.

‘Commencement Date’ means the Agreement Date or such other date as may be agreed between the Parties.

‘Consequential Loss’ means any indirect or consequential loss, loss of profit, lose of use, loss of business, loss of production, loss of revenue, business interruption or increased cost of working.

‘Contract Month’ means a period of the term of this Agreement beginning at 06:00 hours on the first day of any calendar month and ending immediately before 06:00 hours on the first day of the next calendar month.

‘Contract Price’ means the price of the Expected Annual Quantity   as set out in the Wood Fuel Supply Agreement for each Contract Year to be paid as a minimum by the Customer to D-ENERGi.

‘Contracted Period’ means a 12/24/36 month period of the term of this Agreement commencing on the Commencement Date and each subsequent anniversary thereof.

‘Customer’ means the person(s), firm, company or other entity specified as “the customer” within the Wood Fuel Agreement.

‘Customer Services’ means D-ENERGi’s customer services department (details of which are contained within the Welcome Pack).

‘Deemed Price Per Tonne’ means the cost per tonne that will be applied when; the agreed payment method is not received or cancelled, or when no Agreement has been renewed after the initial agreement has ended. D-ENERGi will have no option to but implement a deemed price per tonne which will depend on the market conditions at the time. The Deemed Price will apply until either a new Agreement is signed, or a new supplier takes over the supply of Fuel. The Deemed Price Per Tonne Rates will be set by D-ENERGi (at its sole discretion) dependent on market conditions at the time.

‘D-ENERGi’ means UK Healthcare Corporation Ltd t/a D-ENERGi (registered in England and Wales under number 4398605) whose registered office is at D-ENERGi Business Complex, Unit D, Madison Place, Northampton Road, Manchester M40 5AG.

‘Agreed Annual Usage AAU’ means the agreed annual tonnage of wood fuel which the Customer is expected to consume at the Site within each Contract Year. Please be accurate as possible. If the volumes are not accurate and are significantly over inflated on entering into agreement. D-ENERGi reserves the right to charge an additional charge to cover any cost which it’s source suppliers and agents may apply to D-ENERGi due to the agreed volumes not being taken.

‘Force Majeure’ means any event(s) and/or circumstance(s) beyond the control of a Party acting reasonably, and in good faith, which causes or results in a failure by such Party to fulfil any obligation under this Agreement.

‘Fuel’ means the wood fuel supplied by D-ENERGi to the Customer pursuant to the Wood Fuel Supply Agreement. All D-ENERGi’s wood fuel will the Biomass Supplier List standard.

‘Initial Term’ means the initial fixed period of time, in months commencing from the Commencement Date, that the Customer is contracted to D-ENERGi as confirmed within the Wood Fuel Supply Agreement and ending on the OCED.

‘Minimum Annual Order Quantity’ (MAQ) is 85% of the Expected Annual Usage in tonnes. MAQ amount of fuel confirmed within the Wood Fuel Supply Agreement. The Customer shall pay the price for the Minimum Annual Order Quantity, irrespective of whether it is achieved, as set out within the  Wood Fuel Supply Agreement.

‘Monthly Invoices’ means the fixed monthly amount the Customer will pay by direct debit based on the Expected Annual Consumption. The Monthly Invoice may be adjusted in accordance with this Agreement and does not represent a breakdown of the Fuel delivered to a Site during each month.

‘Negotiated Price’ means that when the Term is due to end , and the Customer can provide proof of a cheaper price, D-ENERGi can, if the market allows, offer a price match. If the Negotiated Price is accepted, a new Agreement must be signed and the Negotiated Price will take effect from the date set out within the new Agreement.

‘Official Contract End Date or OCED’ means the date that signifies the end of the Initial Term as set out within this Agreement. The Customer may request confirmation of the OCED from D-ENERGi at any time after D-ENERGi commences the supply of Fuel to the Customer.

‘Party’ means the Customer, D-ENERGi or any of their Affiliates.

‘Password’ means the alpha numeric word/phrase, nominated by the Customer, to be used for security and access to the Customer’s account with D-ENERGi.

‘Price’ means the cost per tonne of the wood fuel supplied by D-ENERGi pursuant to this Agreement.

‘Refreshed’ the term of the Agreement may be extended or increased for up to 36  months (at the sole discretion of D-ENERGi), should the Customer not serve a Valid Notice before the end of the Initial Term. The length of the term will be notified to the Customer by D-ENERGi within the Statement of Renewal Terms and it means that a higher cost per tonne may be applied for Fuel delivered to the site, which will depend on a variety of factors; If no ‘Valid Notice’ has been served, D-ENERGi will have no alternative but to apply a cost per tonne based on the market at that time and the Refreshed Price shall apply.

‘Refreshed Price’ means the cost per tonne that will be applied to the Agreement, should the Agreement be Refreshed. The Refreshed Price will be set by D-ENERGi (at its sole discretion) and shall apply for up to 36 months, as notified to the Customer within the Statement of Renewal Terms, and depending on market trends at that time. Valid Notice must be served to avoid the Agreement being Refreshed (see definition of Valid Notice below).

‘RPI’ means the UK Retail Price Index.

‘Site’ means the location where the Fuel is delivered to. This is the delivery address as confirmed within the Wood Fuel Supply Agreement or such other address as may be notified in writing by the Customer to D-ENERGi from time to time and confirmed by agreement in writing by D-ENERGi.

‘Source Supplier’ is the BSL authorised wood fuel supplier that D-ENERGi uses to supply the Customer with the Wood Fuel in accordance with this Agreement. D-ENERGi reserves the right to use more than one Source Supplier to supply Fuel to a Site.

‘Statement of Account’ means a periodic statement D-ENERGi shall produce to show the tonnage of Fuel supplied to the Customer.

‘Statement of Renewal Terms’ means the statement, issued by D-ENERGi, to the Customer, not less than 21 days before the end of the Initial Term, advising of the Refreshed Rates and the term upon which the Agreement will be Refreshed.

‘Term’ means the duration of this Agreement, until it is terminated.

‘Termination Fee’ means the charge that D-ENERGi shall apply to the Customer, from time to time, in the event that the Agreement is terminated. This shall include all charges that would have  been applied to the Customer during the Term and any additional loss or costs that D-ENERGi may suffer (including those applied by the Source Supplier) as a result of the termination of the Agreement, on a full indemnity basis.

‘Third Parties’ means any broker, consultancy or entity with a financial incentive to disrupt and/or terminate this Agreement. [

‘Valid Notice’ means notice served in accordance with the “DURATION AND TERMINATION” section of this Agreement.

‘Verbal Agreement Confirmation’ means the agreement, confirmed by telephone, and setting out the terms of the Agreement, that has been confirmed and accepted by the Customer  as acceptance of its agreement for D-ENERGi to arrange the supply of Fuel to the Customer (subject to these Terms and Conditions).

‘Welcome Pack’ means the welcome pack supplied by D-ENERGi to the Customer after the Agreement Date, including details of the Source Supplier and such other information as is relevant to the supply of Fuel under this Agreement.

• AGREEMENT TO SUPPLY

• D-ENERGi agrees to supply to the Customer and the Customer agrees to purchase exclusively from D-ENERGi, Fuel in the quantities for the contracted period. The price as outlined and scheduled on ‘The Wood Fuel Supply Agreement’ which are legally bound by these terms and conditions.

• All fuel orders ‘Ad Hoc Orders’ and ‘Contracted Customers’ are bound by these terms and conditions. All orders must be made by email to biofuels@d-energi.com with a fully completed ‘Delivery Information Form’ for new customers. Reorders should also be made by email to biofuels@d-energi.com. It is the customer’s responsibility to provide accurate and honest information so that a safe delivery can be made for the fuel. If incorrect information has been provided eg access to the site, this may lead to a rejection of delivery at site by the driver, ‘agent’ or ‘source supplier’. If a driver supplier/agent has rejected a delivery on the grounds of safety or access this still may lead to charges being applied to cover the cost of transportation storage and redelivery. Charges will depend upon the penalties applied to D-ENERGi by the agent or source supplier + the administration and storage charge. Please ensure that the information provided on the delivery information form is accurate as possible. Orders will only be accepted in writing by the authorised person and if signed delivery information form is received.

• If the customer has entered into fixed term agreement with D-ENERGi During the duration of this Agreement, the Customer shall purchase all of its requirements of Fuel exclusively from D-ENERGi.

• By entering into this Agreement the Customer gives its consent for D-ENERGi to act on their behalf in sourcing Fuel and grants irrevocable authority for D-ENERGi to sign contracts with the Source Supplier, for the supply of Fuel, as agent of the Customer. D-ENERGi confirms that any agreement that it enters into with the Source Supplier shall not extend beyond the duration of the Term (save where the Agreement is Refreshed or when Deemed Rates apply).

• The Customer shall regularly and in any event not less frequently than once per quarter during the continuance of this Agreement provide D-ENERGi with a written forecast of its requirements for Fuel for the next three months; such forecasts shall be provided in good faith and shall be the Customer’s best estimate of its requirements for Fuel during such period.

• SPECIFICATION AND VARIATION

• D-ENERGi may alter the specification of the Fuel if this does not materially affect its performance or activity.

• If any variation in the Fuel or the Agreement is agreed or is required for compliance with any applicable law, regulation or safety recommendation the Customer shall pay such additional amount as is fair and reasonable and D-ENERGi shall have reasonable additional time to perform the Agreement.

• PRICE

• The Price is conditional upon the minimum order quantity specified in the Agreement.

• If the customer has agreed to the optional RPI fixed agreement. On each anniversary of the Commencement Date, the Price shall be increased by that percentage by which RPI has increased over the preceding 12 month period plus 2 %; such adjusted price shall take effect for all orders accepted by D-ENERGi on or after such anniversary. This is applicable only to customers who agree a 24 or 36 month fixed term agreement. This is not applicable to customers who sign agreements for 12 months or less.

4.3       The customer may enter into a fixed term agreement, for up to 36 months. D-ENERGi will endeavour to fix all prices but D-ENERGi reserves the  right to change the price should there be a significant change to wholesale wood pellet prices, from its source suppliers, wholesalers and agents. If there is a need to change the price under the agreement the customer will be provided with 21 days’ notice by email.  The customer will have the option to leave after the 21 days’ notice as expired without penalty to either to D-ENERGi or the Customer.

• The Price shall exclude VAT and any other applicable taxes and duties, packaging, carriage, insurance, documentation and installation charges. D-ENERGi may make reasonable additional charges for complying with any special requirements of the Customer.

• DELIVERY

• The delivery lead time is a standard 15 working days from acceptance of the Customer’s Order ‘AD Hoc’ or ‘Blown’ by D-ENERGi. However at peak times delivery lead times maybe considerably longer. We will inform the customer on acceptance of an order to provide realistic lead times, but these may be subject to change as we rely upon a network of differing source suppliers, and partners. Therefore it is under the obligation of the customer if running low on fuel to provide as much notice as practically possible which will always endeavour and try our best to meet.

• Save as otherwise agreed in writing by D-ENERGi delivery shall be to the Site and actions carried out by D-ENERGi to effect delivery elsewhere than to the Site are done as the Customer’s agent and at its cost. If the customer fails to take delivery or to give adequate delivery instructions, D-ENERGi  may (without prejudice to its other rights) store or dispose of the Fuel in which case the Customer shall pay to D-ENERGi upon request the amount of any reasonable storage or disposal charges.

• Whilst D-ENERGi will seek to meet the stated delivery time, it is approximate and D-ENERGi shall not incur liability in relation to late delivery. If delivery is delayed beyond the stated time or, if none, beyond any reasonable time, then if following written notification by the Customer of a request to deliver, D-ENERGi has not does so within 15 days of such notice then the Customer’s sole right shall be to cancel the Agreement.  If no time for delivery is agreed the Customer shall accept the Fuel goods when ready for delivery.

• D-ENERGi may deliver in instalments and delay in delivery of any instalment will not entitle the Customer to terminate the Agreement, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery. Where the Fuel is delivered by instalments D-ENERGi may issue separate invoices.

• INSPECTION AND ACCEPTANCE

The Customer shall inspect and test the Fuel and within 7 days of its arrival at the site shall give written notice to D-ENERGi of any damage or claim.  In the absence of such notice, the Fuel shall be deemed to comply with the Agreement and the Customer shall accept it, subject to the rights of the Customer pursuant to clause 7 below.  The Fuel is sold as a batch and without prejudice to the Customer’s right to reject all the Fuel the Customer may not reject some only of the Fuel.

• GUARANTEE

• If within the Applicable Guarantee Period [any Fuel proves defective by reason of faulty design, workmanship or materials D-ENERGi will replace it provided that:

• the Customer gives written notice of the defect (with reasonable relevant information) to D-ENERGi as soon as reasonably practicable, and in any event within 7 days of the time when the Customer discovers the defect, and within the Applicable Guarantee Period;

• the Fuel has been used solely for its proper purpose and in accordance with the operating instructions;

• the defect has not been caused by fire, accident, misuse, neglect, unauthorised alteration, or the use of sub-standard consumables and has not arisen from fair wear and tear;

• the defect has not arisen from any design, specification, component or material supplied by or on behalf of the Customer;

• payment has been made in full of any sums due in respect of the Fuel and pursuant to the Agreement;

• the Customer shall be liable for any costs incurred by D-ENERGi in responding to claims caused by operator error or incorrect application or other default of the Customer or other third party.

• The risk in the Fuel return to D-ENERGi pursuant to clause 7.1 above shall at all times remain the Customer’s and the Fuel shall be packaged as D-ENERGi instructs and despatched at the Customer’s expense. Costs of carriage on the Fuel’s return to the Customer shall be borne by D-ENERGi where the defect is covered by this guarantee.

• The Applicable Guarantee Period for any Fuel replaced pursuant to the initial guarantee shall be the remaining period, if any, of such initial Applicable Guarantee Period.

• DURATION AND TERMINATION

• This Agreement shall take effect from the Commencement Date and shall remain in full force from the Agreement Date and for the duration of the Initial Term and thereafter unless terminated in accordance with this Agreement,
• If Valid Notice is not served before the end of the Initial Term, this Agreement shall continue thereafter on the terms set out within the Statement of Renewal Terms, subject to either party giving the other a Valid Notice to terminate the Agreement, with such notice expiring on an anniversary date of the Commencement Date.
• For a Valid Notice to be served, the following conditions must be satisfied:
• It must be sent to D-ENERGi’s registered office for the attention of Customer Services;

• It must be sent by post;

• It must be printed on the letter headed paper of the Customer;

• It must be sent not less than 90 days and no more than 120 days before the end of the Initial Term, or any subsequent anniversary of the Commencement Date; and

• It must be signed by an Authorised Person.

Any notice that does not satisfy the conditions above, will not be a Valid Notice, and will be rendered void. Any notice that is not a Valid Notice, will not receive any response from D-ENERGi. It is the Customer’s responsibility to ensure that Valid Notice has been served and accepted. If the Agreement continues beyond the Initial Term, then the Agreement shall be Refreshed and the Price and any other charges applicable for the supply of Fuel.

D-ENERGi may allow the Customer to terminate the Agreement  on the condition that D-ENERGi reserves the right to add to the final invoice, a one-off cancellation fee equivalent to 3% of the price of the Expected Annual Usage of Fuel at the Contract Price for each full calendar month remaining from the date of early termination until the end of the Term.

• Following termination of this Agreement for any reason, a final invoice will be sent to the Customer within 14 days after the date upon which termination takes effect, and this debt and any other invoices, costs and charges must be paid within 21 days of the date of the final invoice.
• Termination of this Agreement shall not affect the operation of Deemed Price Per Tonne Rates within the notice period.
• D-ENERGi may suspend the provision of Fuel under this Agreement, without liability to the Customer, if it (acting reasonably) deems it necessary to do so, including, but not limited to, any of the following events:
  1. To avoid danger or harm;
  2. If continuing to supply the Fuel will result in a breach of any applicable law or regulation.
• Notwithstanding the provisions of this clause 8, D-ENERGi may terminate this Agreement at any time by giving 30 days’ written notice to the customer.

• CUSTOMER WARRANTIES

The Customer warrants and agrees:

1. That the signatory of this Agreement is the owner, occupier or person authorised to sign this Agreement for the Site(s) on behalf of the Customer.

1. That it has and will continue to have the ability to, and authority, to fulfil the obligations of the Customer and to administer the rights of the Customer, as set out herein with respect to each Site.

1. To provide such information, and provide such authorisations, consents and approvals as D-ENERGi requires, to enable it to supply Fuel at the Site in accordance with all applicable laws, rules and regulations.

1. To procure that the Fuel is used only for the purposes and in the manner for which it was designed and supplied; that all persons likely to use the Fuel or come into contact with the Fuel receive appropriate training and copies of applicable literature supply by D-ENERGi; that all third parties who use or may be affected by or rely upon the Fuel are given full and clear warning of any hazards (both patent and latent) associated with it or limitations of its effectiveness (as communicated to the Customer by D-ENERGi and that safe working practices are adopted and complied with in relation to the Fuel;

1. To promptly comply with any safety recommendation made to it in respect of the Fuel (including recall of it) and shall procure compliance by all relevant persons and shall pay D-ENERGi’s reasonable charges for additional or replacement parts supplied by D-ENERGi for this purpose;

1. To indemnify D-ENERGi against any liability in relation to any breach of the Customer’s obligations under this clause.

• OBLIGATIONS OF CUSTOMER

10.1    The Customer shall, at all times:

1. Inform D-ENERGi of all reasonable requirements in respect of health and safety at the Site (where D-ENERGi’s employees, subcontractors or agents are required to attend the Site for the purposes of delivery or otherwise).
2. Allow D-ENERGi, the Source Supplier, Transporter or their agents, access to each Site, for any purpose whatsoever connected with the supply and delivery of Fuel under this Agreement.
3. Keep D-ENERGi informed as to the intended use of the Fuel.
4. Promptly comply with any reasonable directions given to it by D-ENERGi with regards to the supply of Fuel (including those set out within the Welcome Pack).
5. Give two names and contact numbers of people based at the Site, who can be contacted in the event of an emergency.

10.2    The Customer shall immediately inform D-ENERGi if it is, or may, be in breach of any of the obligations set out in clause 10.1 above, or if it is in breach of any of the warranties set out in the “WARRANTIES” section of this Agreement.

• ADDITIONAL CHARGES

• If the Customer cancels its direct debit payments at any time, then D-ENERGi reserves the right to add a 20% surcharge to the Contract Price. This surcharge shall apply for the said month and will continue until the Customer reinstates the direct debit payments.
• The Customer acknowledges that the Deemed Price Per Tonne, Refreshed Prices or the Negotiated Price may be charged to the Customer by D-ENERGi with effect from the OCED in the circumstances as set out within the clause headed “DURATION AND TERMINATION” above.
• The Customer shall indemnify D-ENERGi for all reasonable costs, charges, losses or expenses that it may suffer as a result of any breach, by the Customer, of the terms of the Agreement, including all costs, charges or expenses incurred in recovering any amount which is not paid by the Customer on the due date for payment.

• BILLING AND PAYMENT

• D-ENERGi will make reasonable efforts to ensure that the Monthly Invoices are received by the Customer for each Contract Month. Payment shall be made by direct debit, including the Advance Payment (where applicable).
• The Customer shall pay any invoice under this Agreement promptly, but in any event no later than 21 days from the date on the invoice.
• If payment has not been received by the due date D-ENERGi shall have the right, without prejudice, to charge interest on the overdue amount, from the due date, at a rate of 8% above the base rate of HSBC Bank Plc per month.
• Until payment has been made of each invoice delivered by D-ENERGi to the Customer for the supply of Fuel and of all other monies owing by the Customer at the time the payment of the invoices falls due:
• Property in the Fuel shall remain D-ENERGi’s; the Customer shall hold the Fuel as D-ENERGi’s fiduciary agent and bailee, stored separately from those belonging to any other person and labelled so as to show clearly that they are the property of D-ENERGi and properly protected, treated and insured;

• D-ENERGi may recover and/or resell the Fuel , require its return to D-ENERGi and enter upon the Customer’s premises by its servants or agents for that purpose and the Customer grants D-ENERGi an irrevocable licence to this effect which shall survive termination of the Agreement;

• Upon disposal by the Customer of the Fuel it shall account to D-ENERGi for the proceeds and shall keep such proceeds separate from any other monies or property and (if tangible) properly stored and insured;

• D- Energi shall have a right of lien over any goods or materials belonging to the Customer which are in D-ENERGi’s possession or control; and

• The Customer shall not pledge or charge by way of security for any indebtedness any of the Fuel which remains D-ENERGi’s property but if it does all monies owing by the Customers to D-ENERGi shall forthwith become due and payable.

• Risk of damage to or loss of the Fuel shall pass to the Customer on delivery.
• If the Customer wrongfully requests a direct debit indemnity and this is paid to the Customer, D-ENERGi reserves the right to apply an administration fee of 8% of the value of the indemnity to the Customer.
• The Advance Payment, taken on or after the Agreement Date from the Customer, is to secure rates, term and full set up of the account with D-ENERGi.
• EXCLUSION AND LIMITATION OF LIABILITY

• Nothing in these Terms shall limit or exclude any liability of D-ENERGi for death or personal injury cause by its negligence or for fraudulent misrepresentation or for any other liability which may not be limited or excluded in law.

• In an effort to keep the contract price as low as possible and as the Customer is better able than D-ENERGi to quantify loss which it may suffer from a breach of contract and to insure accordingly, the Customer agrees to D-ENERGi limiting its liability and therefore agrees that save as expressly agreed in writing or as mandatorily implied by law:

• D-ENERGi shall have no obligation in respect of the Fuel except for its undertaking in clause 7 above (“the Guarantee”) and as expressly stated in the Agreement;

• the Customer acknowledges that D-ENERGi’s obligations and liabilities in respect of the Fuel are exhaustively defined in these Terms and that such express obligations are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to the Fuel including, without limitation, as to the condition, quality, performance or fitness for the purpose of the Fuel or any part of it;

• subject to clause 13.1 D-ENERGi shall not be liable for any loss which is or which represents loss of profit, revenue, benefit, anticipated savings or goodwill, loss of use of any asset, loss of data, business interruption, management time or third party liability or any indirect or consequential loss.

• Subject to clause 13.1 the Customer shall not rely upon any representation concerning the Fuel unless made by D-ENERGi in the Agreement.

• Te Customer’s attention is drawn to clause 5.2

• D-ENERGi, shall not be liable to the Customer for any indirect loss, or Consequential Loss (both of which include, without limitation, pure economic loss, loss of profit, loss of business, depletion of goodwill and like loss), whether or not foreseeable, or damage beyond its reasonable control arising out of, or in connection with the performance, or non performance, of this Agreement irrespective of negligence, and/or breach of duty, statutory or otherwise.

• Subject to clause 13.1, D-ENERGi’s total liability to the Customer under this Agreement, shall not, in any circumstances, exceed the Contract Price paid by the Customer to D-ENERGi for the supply of Fuel as at the date of the claim.

• D-ENERGi is responsible solely for the purchase and management of the Fuel from the Source Supplier and accepts no responsibility for any acts or omissions of the Source Supplier in connection with the supply of the Fuel.

• REGULATORY COMPLIANCE AND LICENCES

• The Fuel will comply with mandatory United Kingdom (“UK”) regulations applicable to the manufacture and non-consumer sale of the Fuel at the date of delivery but no other warranty or undertaking as to regulatory compliance in the UK or elsewhere is given or to be implied unless specifically given in writing signed by a director of D-ENERGi. The Customer shall comply with applicable laws relating to the Fuel, its use and disposal.

• The Customer shall obtain in good time any applicable licences, permits and approvals relating to the use of the Fuel and will indemnify D-ENERGi against all liability in relation to Fuel supplied without them. D-ENERGi shall not be responsible for any liability in relation to delay in obtaining or failure to obtain such licences, permits or approvals.

• FORCE MAJEURE

D-ENERGi shall not be liable for any failure to perform its obligations hereunder by reason of any cause whatsoever beyond its reasonable control (including without limitation any trade dispute; fire, flood or act of god; armed conflict; equipment or supply difficulties; any rule or action of any public authority; transportation delays; refusal or delay in granting any necessary licence or permit; or any repudiatory event by the Customer.  In such circumstances D-ENERGi may terminate the Agreement whereupon the Customer shall pay a sum equal to the costs to D-ENERGi of performing the Agreement to the date of termination and D-ENERGi’s liability shall be limited to repayment of any sums paid in respect of undelivered Fuel less such costs.

• MISCELLANEOUS

16.1    The Customer understands that the first point of contact, for all concerns in relation to this Agreement, is D-ENERGi’s Customer Services department by telephoning 0800 442 7233. All queries will be logged and subject to D-ENERGi’s 14 day resolution policy.

16.2    No information will be knowingly divulged to any Third Party or organisation, without the Customer’s consent. D-ENERGi reserves the right to hold information it deems delicate to protect the Customer’s rights.

16.3    D-ENERGi will not, under any circumstances, sell, reveal, divulge or willingly pass on, any Customer information, without the Customer’s knowledge and consent.

16.4    D-ENERGi may use information that it holds about the Customer to administer and manage the account of the Customer and shall include, but not be limited to, market research, billing and providing up to date information on products and special offers.

16.5    D-ENERGi may share the records of the Customer with other organisations, used by D-ENERGi, to recover debts, trace debtors and to prevent money laundering, or fraud.

16.6    The Customer acknowledges and agrees that details of the Customer’s’ name, address and payment record may be submitted to a credit reference agency, and personal data will be processed and on behalf of D-ENERGi.

16.7    Each Party, acting in good faith, shall use reasonable endeavours, to resolve any dispute arising between the Parties. Where a dispute remains unresolved after one month, the Parties may agree that it be referred to arbitration . If there is a failure to implement the resolution correctly, either Party may pursue remedies that it may have under this Agreement under the relevant laws. The Agreement shall continue in full force during the dispute resolution process.

• GENERAL

• The Customer shall indemnify D-ENERGi against all liability in relation to any specification, design, information or component which the Customer has supplied or arranged for the supply to D-ENERGi and warrants that the use of such specifications, designs, information or components will not infringe the rights of any third party.

• No indulgence, forbearance, partial exercise of any right or remedy or previous waiver shall prejudice any rights or remedies. Remedies shall be cumulative and no choice of remedy shall preclude any other remedy.

• The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of D-ENERGi which is not set out in the Agreement.

• These terms and conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

• The Customer shall not assign, mortgage, charge, sub-let or otherwise dispose of the Agreement or any rights there under in whole or in part.

• A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 199 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which is available apart from that Act.
• This Agreement may be supplemented or amended by D-ENERGi, by notice to the Customer, in writing.
• Notice given by either Party [?] under this Agreement shall be in writing (on its company or business letterhead where applicable), sent for the attention of the person, and to the address, given in the Agreement (or such other address or person as the relevant Party may notify to the other Party) and shall be delivered personally, or sent by pre-paid, first class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this clause is not within business hours (meaning 9.00am to 5.30pm Monday to Friday on a day that is a business day), at 9am on the first business day following delivery.
• If a court thinks a part of this contract is not valid, the rest of the contract will not be affected.
• This Agreement shall be governed by the laws of England and Wales.