Terms & Conditions

Material Change Composting Limited

The Watering Farm, Creeting St. May, Ipswich, Suffolk, IP6 8ND

1.       Definitions and General
These conditions apply to all services and sales of goods provided by Material Change Composting Limited (“MCL”) unless otherwise agreed in writing and take effect to the exclusion of any other terms and conditions.  No prior correspondence, addition to, variation or waiver of these conditions shall be binding unless agreed by MCL in writing.  Even where you provide us with a copy of your terms and conditions, they will not be binding on MCL unless we agree in writing.

2.  Provision of services – Shredding, screening and labour and machinery hire (“Services”)

MCL will provide Services in accordance with any written instructions received from you from time to time for the fee agreed in writing.  In default of agreement MCL shall be entitled to charge for services performed at its standard rates for such work.  The standard rates are available on request from our office. Work will be charged for in full where less than 3 business days notice is given and you agree to accept any invoice for all services booked should you fail to give such cancellation notice.

3.       Sales of compost, bark and other products (“Goods”)

You are protected by statutory rights applicable by law in England. Where any part of these terms is over-ridden by such legislation, all other terms still apply.  All Goods are sold at the rate in our current pricing schedule as published by MCL from time to time and which is available on request from our office.    Transportation of Goods can be arranged at an additional charge.  Title to all Goods remains with MCL until such a time as MCL has been paid in full.  MCL reserve the right to enter any premises where goods are held and take possession of them without notice.  Goods supplied may not be resold by you until they have been paid for in full. You must store all goods separately on our account until paid for. No delivery times are guaranteed.  Goods damaged in transit must be notified to MCL within 48 hours of receipt. You must keep all packaging as it may be required in event of a claim. It is your responsibility to ensure that the Goods are suitable for your purposes.  MCL do not guarantee the suitability of any product for purpose and accept no liability if the Goods do not meet the purpose required and accept no liability for any consequential or economic loss or damage caused as a result of using any products.  In relation to compost and bark, you should seek advice from a landscape architect/gardener about the suitability of planting with the product supplied.  Particle size may vary due to organic nature of product.  Although we will endeavour to deliver products at the time requested, we accept no liability for any loss or damage directly or indirectly arising from delays.  Upon request MCL will supply you with an analysis for the compost or bark at your cost.  You must ensure that the data provided in the analysis meets your requirements and that spreading to land will not be in breach of any environmental legislation and complies with RB209. Every effort has been made to ensure that the Goods contain no germs, sharp fragments, toxins or regenerative plant parts.  However, MCL do not guarantee they will never be present.  Wear gloves when handling, avoid inhaling or ingesting and wash your hands after use.   If MCL is unable to supply the grade of goods ordered it may despatch the nearest available unless you instruct to the contrary.  Where you request us to carry out any chemical or other treatment our liability shall be limited to carrying out the process in the manner requested and we accept no responsibility for the effectiveness of such treatment.

4.       Your obligations

You warrant that all information you provide to MCL is accurate and full.  You will be responsible for assessing the recommendations and advice MCL gives and for any commercial decision you take.  MCL is not responsible in the event that the Services or Goods provided do not meet your expectations or where work cannot be carried out due to access, weather or other conditions.  You must ensure that all legislative health and safety requirements are complied with and that you provide our staff with a safe working environment.  Delivery, maintenance and insurance of any materials and premises provided by you are your responsibility.  You are responsible for any damage caused to our property when on your site, fair wear and tear excepted.  You are responsible for all damage caused to our machinery by foreign objects in the material to be shredded.  You are responsible in full for downtime costs of the machinery, where this is at your request or where MCL are prevented from working due to foreign objects in the waste causing damage, weather or site conditions. You hereby indemnify us against claims brought by third parties (including all liabilities, losses, reasonable legal fees and internal costs arising from such claims) as a result of or connected with the services or supply of goods.

5.       Acceptance of waste at MCL Compost Facilities

Waste will only be accepted on site within operational hours.  All deliveries must be weighed in over the weighbridge.  In the event of weighbridge failure, loads will be charged at the weekly average per load or otherwise by agreement with MCL. Waste will only be accepted with valid waste transfer documentation.  Sites can only process material permitted by their waste management licence.  Details of permitted wastes are available at each site office.  A load will be rejected if it is odorous, contains material other than green or wood waste or non permitted waste, is contaminated, does not match the description in the Waste Transfer Note or is considered in MCL’s absolute discretion to be hazardous or pose a risk to the site (“Excluded Load”).  All Excluded Loads will be rejected.  Where a load is rejected, if possible it will be reloaded into your vehicle.  Where this is not possible, the Excluded Load will be segregated on site and you will be notified that you must arrange to collect the Excluded Load as soon as  possible.  In the event that you do not collect the Excluded Load within 2 business days of notification (unless the nature of the material requires more urgent disposal, for example if there is risk to human health or the environment), MCL will dispose of the waste at your cost Acceptance of any load will only take place once the load has been fully inspected by MCL staff.  Rejection of Excluded Loads can take place at any time, even after the Excluded Load has entered the composting process.  In the event that your waste contains contaminated and non permitted material (a “Contaminated Load”) and that Contaminated Load causes any loss, damage or contamination on site, you will be responsible for all the costs of remedying such damage.  This includes but is not limited to the cost of treating any other waste which becomes contaminated due to the Contaminated Load or any landfill or disposal costs for treating all material or property contaminated by the Contaminated Load.  In the event that the Site is required to be closed to deal with the Contaminated Load, MCL reserves the right to claim for loss of profits during this time.  Charges for delivery of waste to the Site are at MCL’s current price list, a copy of which is available in each site’s weighbridge office. Minimum tonnage delivery charges apply. Title to the waste shall pass to MCL when the load is accepted following inspection, unless the load is a Contaminated Load, in which case title to the Contaminated Load shall remain with the customer.

6.  Payment Terms

All sums due for services or goods are due and payable within 30 days of invoice date.  MCL reserves the right unilaterally to vary payment terms on giving 7 days prior written notice to you.  If any payment is not made to MCL by the due date, MCL reserves the right to immediately withdraw from providing the Services or supplying the Goods and, if it thinks fit, may terminate the contract.  In the event of default in payment, payment for each and every Service carried out by and Goods supplied by MCL at the date of default shall become immediately due and payable, whether or not they have been invoiced for and notwithstanding that the 30 day payment period may not have expired.  Without prejudice to any other right MCL may have, interest will accrue daily on any overdue payment at the statutory rate (Interest Act 1998, or as otherwise amended by statute.)   VAT will be charged on all prices at the applicable rate then in force.  For new customers, MCL reserves the right to take up bank and credit references before offering credit terms. A charge of £25 will be made to cover bank charges and administration costs each and every time a cheque or bank transfer is dishonoured. You may not withhold payment of any invoice or other amount due to MCL by reason of any right of set-off or counterclaim which you may have or allege to have against MCL for any reason whatsoever.  You must notify us within 7 days if you are not billed the correct amount. All advertised/advised/published pricing is subject to change at any time without notice due to market/currency fluctuations and other factors.  Unless otherwise agreed in writing by MCL payment of all suppliers and creditors by MCL is on 60 day terms.

7.  MCL Warranties and Liability

MCL will use reasonable skill and care in carrying out the Services.  MCL accepts no responsibility for any external factors or any matters of which MCL were not aware.  MCL will not be liable for any of the following arising from the provision of Services or Goods (i) loss of anticipated profits or expected future business (ii) damage to reputation or goodwill (iii) damages, costs or expenses payable by you to any third party (iv) loss of any order or contract (v) indirect or consequential loss of any kind (vi) environmental damage.  MCL accept no liability for any failure or delay in carrying out the Services or providing the Goods.  In the event that you have any complaint about the services or Goods provided, such complaint must be notified to MCL in writing within 7 days.  No liability will be accepted in respect of any claim if the goods have been processed in any way subsequent to delivery.  Any claim relating to the services or Goods must be brought within 3 months of (i) the relevant incident or (ii) the date when you ought reasonably to have been aware of the existence of the claim.  MCL excludes all liability for claims where legal proceedings are not commenced within this time limit.  MCL’s liability in respect of any claim in contract, tort or negligence shall be limited to the price quoted for the Services or Goods provided, save in respect of personal injury or death.  MCL do not accept any responsibility for damage to Goods, other property or persons caused by third party haulage contractors.  It is the customer’s responsibility to insure any Goods in transit.  Any liability shall be limited to the contract price paid.

8.       Termination

Without prejudice to any other rights, a party may terminate the contract if (i) the other party commits a material irremediable breach or fails to remedy a material and remediable breach within 14 days of receipt of written notice to do so (ii) the other party has an administrator or administrative receiver appointed over all or any of its assets or goes into or threatens to go into insolvent liquidation or administration.  Payment due for all services carried out up to and including the date of termination shall be due immediately on termination from you.  This includes all services carried out up to and including the date of termination whether they have been invoiced or not and reimbursement to MCL of the cost of any commitments or contracts entered into by MCL on the assumption that the services would continue.  This includes but is not limited to any on-going machinery hire contracts.

9.  Confidentiality

All information provided by MCL, including pricing, is for your use only and you must not disclose this to any third party without MCL’s prior written consent.

10.   MCL Staff

You must not during the provision of our services and for a period of 12 months following provisions of the services, without our prior written consent, make any offer of employment, or employ, any MCL member of staff who has carried out any work in connection with the services provided to you.  If you are in breach of this provision, MCL will require you to pay on demand a sum equal to 30% of the total annual remuneration paid by MCL to that member of staff immediately prior to their departure.  You acknowledge that this sum represents a genuine and fair assessment of the likely loss to MCL.

11.Force Majeure

MCL reserves the right to defer the date of delivery of any goods or performance of services or payment or to cancel this contract due to circumstances beyond the reasonable control of MCL including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, floods, epidemic, lock outs, strikes or other labour disputes of any party or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable material.

12.Miscellaneous

If two or more parties jointly engage MCL, they shall be jointly and severally liable for payment of the full amount in respect of the services and there shall be no obligation on MCL to pursue both parties.

MCL is not liable for any failure or delay in carrying out the services due to any circumstances.

Any notice by either party shall be deemed to have been properly given if delivered by hand or sent by first class recorded delivery post to the other party and shall be deemed to have been delivered two days after the date of posting, or on the day of delivery if delivered by hand.

Any condition found to be invalid or unenforceable shall be severed and the remaining conditions of this Contract shall continue to have full force and effect.  A Court of competent jurisdiction may replace any of the invalid or unenforceable provisions with any appropriate provision.

Failure by MCL in enforcing or partially enforcing any provision of this Contract will not be deemed a waiver of any subsequent  breach or default and will in no way affect the other terms of the contract.  Any waiver by MCL of any of its rights will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Contract.

These terms and conditions are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

A person who is not a party to this contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any condition of this Contract. Any customer complaints must be made in writing to the Managing Director at Material Change Ltd, The Watering Farm, Creeting St. Mary, Ipswich, Suffolk, IP6 8ND.