Murcott Energy LTD TERMS AND CONDITIONS

The following terms and conditions (“the Conditions”) are the terms on which Murcott Energy LTD (“the Company”) sells to other businesses and supersede all other terms and conditions used by the Company.

Murcott Energy LTD is an Engineering Consultancy company, who specialises in Finite Element Analysis (FEA) and is the Design and Developer of The Murb, a Portable Wind Turbine.

1. Orders, price and payment

1.1        No contract shall come into existence until the Company confirms the order for Goods in writing.

1.2        The price (exclusive of VAT) for the Goods (“the Price”) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer within 14 days of the date (“the Due Date”) of the invoice for the Goods and time for payment shall be of the essence.

1.3        If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the Price at the rate of eight per cent above the base rate from time to time of Lloyds Bank PLC.

1.4        Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.

2. Goods. The description and quantity of the Goods to be sold (“the Goods”) shall be as set out in the quotation provided by the Company to the Buyer (“the Quotation”).
3. Delivery . Timescales given in the proposal are approximate and based on experience. Where times exceed estimated values, no additional charge will be made unless the specification has been revised by mutual agreement. MEL will use its best efforts to complete the project within any agreed schedule, but does not accept any responsibility for loss caused by delay in carrying out the project.
4. Acceptance. The Company must be advised in writing by recorded delivery of any defects in the Goods as soon as they are discovered by the Buyer who shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter.
5. Title and risk

The Goods shall be at the risk of the Buyer following delivery and, notwithstanding delivery, title in the Goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company failing which the Company shall have the right to repossess or otherwise recover the Goods. Until title passes the Buyer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the Goods of the Company.

5.1 PROPRIETARY RIGHTS

Any invention, improvement or design developed or conceived by MEL in the course of the project shall be the property of the purchaser

6. Limitation of liability

6.1        Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods.

6.2        Without prejudice to Condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement.

6.3        Murcott Energy Limited is covered by professional indemnity insurance up to a limit of £1,000,000. Exclusions to claims arising in United States and Canadian law courts apply.

7. Set off and counterclaim

The buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatsoever.

7.1 Invoices will be issued on completion of any project and payment should be made within 14 days of the date of the invoice. Projects may be invoiced in part in accordance with an agreed payment plan. In such cases, MEL reserves the right to discontinue works if the purchaser fails to pay any invoice within the specified time. The purchaser’s rights to use of findings presented in the course of, or on completion of the project, shall be restricted until payment has been received.

8. Force majeure

The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply.

9. General

9.1        If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

 

9.2        The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.

9.3        The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.

10. Contract

Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.

11. Entire agreement

Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.

12. Governing law and jurisdiction

The laws of England and Wales shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

13. Finite Element Analysis Specified Terms

13.1 Quality Management System

Work is subjected to checking at key stages of the project. Analysis parameters are checked by the Engineer undertaking the analysis and approved by a second engineer.

 

The key stages are:

 

• Pre-analysis checks of:

 

• • Geometry
  • Mesh quality
  • Validity of Modelling
  • Loading and Boundary Conditions

 

• Post-Analysis checks of:

 

• • Model run files
  • Load balancing
  • Model output
  • Results
  • Calculations derived from the model run files.
  • Conclusions and recommendations

 

13.2 Membership of Professional Bodies

Murcott Energy’s director is a Chartered Engineer and member of the Institution of Mechanical Engineers.

14.Completion

Any times quoted within a proposal are to be calculated from the date after receipt of purchase instruction and receipt of all information, drawings/CAD data/physical samples necessary to enable MEL to proceed with the project.

14.1 Advice

In the event that advice given to the purchaser proves to be erroneous within twelve months of completion of the project, MEL will provide a reasonable amount of further consultancy work to attempt to correct the error in that advice. After the end of the said period, MEL shall not be liable in any way to the purchaser.

15. Archiving

For the benefit of potential follow-on work, MEL undertakes to keep safe all modelling files for a period of 10 years following completion of the project. Thereafter it may delete files as it sees fit. Duplicate files can be requested at the completion of a project if the customer wishes to archive data for longer periods.

16. Accuracy

Numerical methods utilised by finite element analysis are inherently approximate, with accuracy strongly influenced by modelling assumptions. Care will be taken to minimise errors, but unless stated to the contrary, conclusions should always be validated by physical testing. If any specific levels of accuracy are required by the purchaser, this should be discussed at the outset, and defined in the proposal.

17. Report

Where specified in the proposal, MEL will submit a report containing the findings relevant to the purpose of the project upon completion of the project. The report shall be confidential to the purchaser.