Exhibit 10.1


 


Date: 21 April 2010


 


 


Ascot
Environmental Limited


 


UK
Capital Ventures Holdings Limited


 


Waste2Energy
Engineering Limited


 


Waste2Energy
Group Holdings PLC


 


Waste2Energy
Technologies International Limited


 


 


Master Supply Agreement


 


 


Field
Fisher Waterhouse LLP 35 Vine Street London EC3N
2AA


 

















 


Contents


 


	
  No

  	
   

  	
  Heading

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Clauses

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions and Interpretation

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Scope of this Agreement

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Services

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Licence

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Term

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Forecasts

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Ordering Procedures

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  The Supplier’s Responsibilities

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Charges and the Terms of
  Payment

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Commissioning

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Delivery

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Title and Risk

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Insurance

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Liquidated
  Damages

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Intellectual
  Property

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Limitation of
  liability

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Force Majeure

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Termination

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Obligations on Termination

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Survival of Obligations on Termination

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Assignment and Sub-Contracting

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Confidentiality

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  No Partnership

  	
   

  	
  30

  



 


i

















 


	
  24.

  	
   

  	
  Invalidity

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Notices

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Variation

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Costs

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Waiver

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  Entire Agreement

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  Third Party Rights

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  Jurisdiction

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  Governing law

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 3

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 4

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 5

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  Schedule 7

  	
   

  	
  59

  



 


ii

















 


THIS
AGREEMENT is made this 21 day of April 2010


 


BETWEEN:


 


(1)                                 ASCOT
ENVIRONMENTAL LIMITED a company registered in England and Wales (Company
Registration No. 03716462) whose registered office is at Brazennose House
West, Brazennose Street, Manchester, M2 2FE, England) (“AEL)”;


 


(2)                                 UK
CAPITAL VENTURES HOLDINGS LIMITED a company registered in England and Wales
(Company Registration No. 03721627) whose registered office is at Regency
House, 45-51 Chorley New Road, Bolton, Lancashire BL1 4QR (“UCVHL”);


 


together the “Purchaser” and


 


(3)                                 WASTE2ENERGY
ENGINEERING LIMITED a company registered in Scotland (Company
Registration No. SC360321) of Hestan House, Crichton Business Park,
Bankend Road, Dumfries, DG1 4TA, United Kingdom (“WEL”);


 


(4)                                 WASTE2ENERGY
GROUP HOLDINGS PLC a company registered in Isle of Man (Company
Registration No. 003803V) whose registered office is at Stanley House,
Lord Street, Douglas IM1 2BF (“WGH”);


 


(5)                                 WASTE2ENERGY
TECHNOLOGIES INTERNATIONAL LIMITED a company registered in Isle of Man
(Company Registration No. 003615V) whose registered office is at Stanley
House, Lord Street, Douglas IM1 2BF (“WTIL”);


 


together the “Supplier” and
each of the Purchaser and Supplier is a “Party” and
together “the Parties”.


 


RECITALS:


 


(A)                             The Purchaser comprises of
specialist environmental engineering companies involved in construction lead
solutions to waste and recycling issues and problems.


 


(B)                               The Supplier comprises of
companies involved in the licensing of processes and the supply of certain
equipment for waste and energy plants.


 


(C)                               The Purchaser is familiar with
the software and equipment of the Supplier under a Gasification Contract between
Ascot Environmental Limited and W2E (IOM) Limited dated 10 November 2008
(the “Gasification Contract”) which has been
entered into by all related Group companies to the Purchaser and the Supplier.


 

















 


(D)                              The Purchaser wants to design,
build and operate waste to energy plants and to purchase certain licences,
software, services and equipment from the Supplier on the terms and conditions
set out in this Agreement.


 


NOW IT
IS AGREED as follows:


 


1.                                     Definitions and
Interpretation


 


1.1                                The following terms have the
meanings set out below, unless the context requires otherwise:


 


	
  “Agreement”

  	
   

  	
  means this Agreement including its Clauses and Schedules as amended
  from time to time and includes any document (including, without limitation,
  any Order) which amends any of the terms of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Actual Purchase Order”

  	
   

  	
  means as defined in Clause 2.3;

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  means any day other than a Saturday, a Sunday or a day which is a
  statutory bank holiday in England and Wales;

  
	
   

  	
   

  	
   

  
	
  “cBOSTM”

  	
   

  	
  Continuous Batch Oxidisation System which is the brand used by the
  Supplier for the Equipment and Software to be supplied under this Agreement;

  
	
   

  	
   

  	
   

  
	
  “cBOSTM Gasification Train”

  	
   

  	
  means all the Equipment set out in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Commencement Date”

  	
   

  	
  means the date of this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Commissioning Services”

  	
   

  	
  means as defined in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Commissioning Certificate”

  	
   

  	
  means the certificate confirming that the Commissioning Tests have
  been satisfied and the criteria set out in Schedule 5 have been satisfied;

  
	
   

  	
   

  	
   

  
	
  “Commissioning Test”

  	
   

  	
  means the commissioning test for the Equipment as described in Clause
  10;

  
	
   

  	
   

  	
   

  
	
  “Compensation Event”

  	
   

  	
  means one or more of the events described in 

  



 


2

















 


	
   

  	
   

  	
  Clauses 9.8(a) to 9.8(i);

  
	
   

  	
   

  	
   

  
	
  “Competitor”

  	
   

  	
  means a Person involved in any of the design, build, financing,
  operation and maintenance of waste gasification plant or equipment;

  
	
   

  	
   

  	
   

  
	
  “Confidential Information”

  	
   

  	
  means as defined in Clause 22.1;

  
	
   

  	
   

  	
   

  
	
  “Construction Completion Report”

  	
   

  	
  has the meaning given to it in Clause 10.3;

  
	
   

  	
   

  	
   

  
	
  “Charges”

  	
   

  	
  means the fees and charges set out in Schedule 3, as adjusted in
  accordance with this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Cross Over Ductwork”

  	
   

  	
  means as defined in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Dargavel Take Over Certificate Date”

  	
   

  	
  means the date of issuing of the Take Over Certificate as defined in
  and specified in Schedule 9 of the Gasification Contract;

  
	
   

  	
   

  	
   

  
	
  “Delivery Date”

  	
   

  	
  means the date for delivery of the Equipment as set out in the Order
  as adjusted from time to time in accordance with this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Delivery Location”

  	
   

  	
  means as defined in Clause 11.1;

  
	
   

  	
   

  	
   

  
	
  “Design Fee”

  	
   

  	
  means as defined in Schedule 3;

  
	
   

  	
   

  	
   

  
	
  “Design Services”

  	
   

  	
  means as defined in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Disclosing Party”

  	
   

  	
  means as defined in Clause 22.1;

  
	
   

  	
   

  	
   

  
	
  “Dispute”

  	
   

  	
  means any dispute, issue or claim arising out of or in connection
  with this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Equipment”

  	
   

  	
  means the equipment set out in Schedule 2 which is the subject of an
  Order provided by the Supplier and the Software;

  
	
   

  	
   

  	
   

  
	
  “Equipment Cost”

  	
   

  	
  has the meaning given to it in Schedule 3;

  
	
   

  	
   

  	
   

  
	
  “Factory Acceptance Certificate”

  	
   

  	
  means as defined in Clause 10.2;

  



 


3

















 


	
  “Factory Acceptance Test “

  	
   

  	
  means the tests described in Schedule 6;

  
	
   

  	
   

  	
   

  
	
  “Force Majeure Event”

  	
   

  	
  means as defined in Clause 17.3;

  
	
   

  	
   

  	
   

  
	
  “Gasification Area”

  	
   

  	
  the location within the Waste to Energy Facility of the Primary
  Gasification Chambers;

  
	
   

  	
   

  	
   

  
	
  “Gasification Contract”

  	
   

  	
  means as defined in the recitals to this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Group”

  	
   

  	
  in relation to a company means that company, its subsidiaries, its
  Holding Companies and their subsidiaries;

  
	
   

  	
   

  	
   

  
	
  “Holding Company”

  	
   

  	
  has the meaning given in section 1159 of the Companies Act 2006;

  
	
   

  	
   

  	
   

  
	
  “ID Fan”

  	
   

  	
  means the induced draft fan described in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Intellectual Property Rights”

  	
   

  	
  include copyrights, registered designs, patents, trade marks, service
  marks, design rights (whether registered or unregistered), applications for
  any of the above, rights to extract data, trade secrets, rights of confidence
  and all other similar rights recognised in any part of the world;

  
	
   

  	
   

  	
   

  
	
  “Liquidated Damages”

  	
   

  	
  means as defined in Clause 14.1;

  
	
   

  	
   

  	
   

  
	
  “LIBOR”

  	
   

  	
  means the rate per annum being the offered rate for six month
  sterling deposits in the London interbank market;

  
	
   

  	
   

  	
   

  
	
  “Licence Fee”

  	
   

  	
  means as defined in Schedule 3;

  
	
   

  	
   

  	
   

  
	
  “Minimum Purchase Order”

  	
   

  	
  means as defined in Clause 2.1;

  
	
   

  	
   

  	
   

  
	
  “Month”

  	
   

  	
  is a reference to a period starting on one day in a calendar month
  and ending on the numerically corresponding day in the next calendar month;

  



 


4

















 


	
  “Non-Severable Improvements

  	
   

  	
  improvements, enhancements, modifications, or developments of the
  Intellectual Property Rights of the Supplier or any Equipment, Software,
  products or processes protected thereby which cannot be exploited without
  infringing the Intellectual Property Rights of the Supplier,;

  
	
   

  	
   

  	
   

  
	
  “Order”

  	
   

  	
  means an order for either Equipment or Services (or both) which has
  been issued and accepted in accordance with Clause 7 below, as amended from
  time to time by the Parties;

  
	
   

  	
   

  	
   

  
	
  “Performance Specification”

  	
   

  	
  means the performance specification set out in Part 1 of
  Schedule 7;

  
	
   

  	
   

  	
   

  
	
  “PID”

  	
   

  	
  means proportional integral derivative feedback loops for regulating
  process variables within the Process Control System;

  
	
   

  	
   

  	
   

  
	
  “Premises”

  	
   

  	
  means in relation to an Order, the location or locations for the
  delivery of Equipment and Software or the provision of the Services set out
  in that Order or as otherwise agreed;

  
	
   

  	
   

  	
   

  
	
  “Primary Gasification Chamber” or “PGC”

  	
   

  	
  means as defined in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Process Control System”

  	
   

  	
  the Programmable Logic Controllers, the Process Control Panels and
  the associated software for regulating the operating parameters of the cBOSTM
  Gasification Train;

  
	
   

  	
   

  	
   

  
	
  “Programmable Logic Controller”
  or “PLC”

  	
   

  	
  A microprocessor controller with a programmable memory capable of
  handling multiple inputs and outputs to control functions used primarily
  within industrial process facilities;

  
	
   

  	
   

  	
   

  
	
  “Process Control Panels”

  	
   

  	
  A metal cabinet enclosure hard wired containing industrial control
  equipment including PLCs, motor controllers, relays, 

  



 


5

















 


	
   

  	
   

  	
  switches and auxiliary devices to automate the control process;

  
	
   

  	
   

  	
   

  
	
  “Project Programme Plan”

  	
   

  	
  means as defined in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Receiving Party”

  	
   

  	
  means as defined in Clause 22.1;

  
	
   

  	
   

  	
   

  
	
  “Retail Price Index”

  	
   

  	
  means the All Items Retail Price Index in the United Kingdom;

  
	
   

  	
   

  	
   

  
	
  “SCADA”

  	
   

  	
  means a supervisory control and data acquisition system for real time
  display of operational signals and recording of the same;

  
	
   

  	
   

  	
   

  
	
  “Secondary Combustion Chamber”
  or “SCC”

  	
   

  	
  means as defined in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Severable Improvements”

  	
   

  	
  any improvements, enhancements, modifications, or developments of the
  Intellectual Property Rights of the Supplier or any Equipment, Software,
  products or processes protected thereby which can be exploited without
  infringing the Intellectual Property Rights of the Supplier,;

  
	
   

  	
   

  	
   

  
	
  “Services”

  	
   

  	
  means those services set out in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Site”

  	
   

  	
  means the location where the Waste Facilities are to be installed by
  the Purchaser as set out in an Order;

  
	
   

  	
   

  	
   

  
	
  “Software”

  	
   

  	
  means the computer software set out in Schedule 2;

  
	
   

  	
   

  	
   

  
	
  “Software Upgrade”

  	
   

  	
  means an improvement, enhancement or addition in the Software to
  improve, enhance or add to the functionality of the process;

  
	
   

  	
   

  	
   

  
	
  “Synthesis Gas Combustion Area”

  	
   

  	
  means the location within the Waste to Energy Facility of the
  Secondary Combustion Chamber or SCC;

  
	
   

  	
   

  	
   

  
	
  “Target Price”

  	
   

  	
  has the meaning given to it in Schedule 3;

  



 


6

















 


	
  “Tiger Team”

  	
   

  	
  means individuals provided by the Supplier as part of the Services  comprising
  a process engineer, an electrical engineer, a software programmer and two
  assistants for the purposes of assisting in the Commissioning Test for the
  Equipment;

  
	
   

  	
   

  	
   

  
	
  “Unauthorised Use”

  	
   

  	
  means as defined in Clause 4.10;

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  means value added tax chargeable under the Value Added Taxes Act 1994
  and any similar replacement or additional tax; and

  
	
   

  	
   

  	
   

  
	
  “Waste Facilities”

  	
   

  	
  means the facilities for converting waste to energy to be designed,
  built, financed, operated and maintained by the Purchaser.

  



 


1.2                                References in this Agreement to
any enactment, act, order, regulation or other similar instrument are to be
construed as a reference to that enactment, act, order, regulation or
instrument as amended by any subsequent enactment, order, regulation or
instrument or as contained in any subsequent re-enactment of it.


 


1.3                                The headings in this Agreement
are for ease of reference only and in no way affect the interpretation of this
Agreement.


 


1.4                                In the event of any conflict
or inconsistency between any provision contained in this Agreement and any
provision contained in any Order, the terms of the Order will prevail, but only
to resolve that conflict or inconsistency.


 


1.5                                The singular includes the
plural and vice versa, and reference to any gender includes the other genders.


 


1.6                                References to a “Person”
includes bodies corporate and unincorporated associations of persons.


 


1.7                                References to this Agreement
or any other agreement or document are to this Agreement or such other
agreement or document as it may be varied, amended, supplemented, restated,
renewed, novated or replaced from time to time.


 


1.8                                References to any Party to
this Agreement include a reference to its successors and permitted assigns
under this Agreement.


 


7
















 


2.             Scope of this Agreement


 


2.1           The Purchaser shall in each period of
twelve months commencing from the Dargaval Take Over Certificate Date until
termination of the Agreement purchase two cBOSTM Gasification Trains to the
aggregate value of at least £1.8 million which sum shall be subject to
indexation in accordance with Clause 9.4 (“Minimum Purchase Order”)
from the Supplier.


 


2.2           The Purchaser may also purchase up to eight
further cBOSTM Gasification Trains and items of Equipment from the Supplier.


 


2.3           If the Equipment purchased by the Purchaser
during  each twelve month period set out
in Clause 2.1 above  (“Actual Purchase Order”) is less than the Minimum Purchase
Order then, except to the extent the shortfall in purchases was caused by the
Supplier’s default or by a Force Majeure Event, the Supplier shall require the
Purchaser to pay the Supplier the difference between the Charges that the
Purchaser would have paid the Supplier if he had ordered the Minimum Purchase
Order (limited to the Design Fee, the License Fee and the 25% mark up on any
costs that would have been incurred by the Supplier if the Minimum Purchase
Order had been made) together with the cost of
stored or dedicated materials plus the mark-up of 25% on such costs, and the Charges paid by the
Purchaser to the Supplier for the Actual Purchase Order during each such twelve
month period.


 


2.4           In consideration of the Supplier’s
obligations under this Agreement, the Purchaser hereby agrees to purchase cBOSTM
Gasification Trains, and Design Services, Software and Commissioning Services
in relation to cBOSTM Gasification Trains as well as gasification plant and
equipment for converting waste to energy only from the Supplier for use in the
United Kingdom and Ireland.


 


2.5           All representations, warranties,
undertakings, agreements, covenants, indemnities and obligations made or given
or entered into by the Purchaser (or each of AEL and UVCHL) under this
Agreement are assumed by AEL and UCVHL jointly and severally. All
representations, warranties, undertakings, agreements, covenants, indemnities
and obligations made or given or entered into by the Supplier (or each of WEL,
WGH and WTIL) under this Agreement are assumed by WEL, WGH and WTIL jointly and
severally.  Any act by or notice given by
or event that occurs in relation to any one of such companies above comprising
a Party shall be deemed to be an act by or notice given by or event occurring
in relation to all such companies comprising of such Party. The giving of any
notice under or in connection with this Agreement by one Party in respect of
the other Party shall be deemed to be the giving of notice in respect of all of
the companies comprising such other Party.


 


8

















 


3.             Services


 


3.1           The Purchaser will also purchase Services
from the Supplier and the Supplier hereby agrees to supply the Services subject
to the availability of sufficient personnel and payment by the Purchaser of the
weekly rates set out in Schedule 3.


 


3.2           Subject to the Purchaser paying the Licence
Fee and all other applicable charges under Schedule 3, the Supplier shall also
provide a Process Control System including certain Software to the Purchaser
which subject to any confidentiality provisions or licence restrictions shall
be the latest version released by the Supplier from time to time free of charge
for the first three years and thereafter for the charges set out in Schedule 3.


 


3.3           The Purchaser acknowledges that the
Supplier is supplying Equipment, Services and Software only for the Waste
Facilities and that save for the installation of the Process Control System,
the Software relating to the Programmable Logic Controllers and the  Process Control Panels and the interface of
the Software relating to the Programmable Logic Controllers with the Process
Control Panels, the Purchaser is responsible for all interfaces and the
integration of the Equipment and Software into the Waste Facilities including
all installations and interfaces up to the Process Control Panels.


 


3.4           The Purchaser shall provide all the
additional equipment, personnel, plant and materials needed for the proper
operation and functioning of the Waste Facilities outside the Gasification and
Synthesis Gas Combustion areas including the plot, building, offices, yard,
waste reception, waste heat recovery, electricity generation, recovered heat
usage, flue gas cleaning, plant services and all grid connections as well as
being responsible for all project design (save for the Design Services), site
conditions, site preparation, utility and other infrastructure, permits,
permissions and consents needed for the use and operation of the Waste
Facilities.


 


3.5           The Supplier is a Supplier of the Equipment
and Services only and save for the Commissioning Services and any warranties
under Clause 8 has no operation and maintenance obligations relating to the
Equipment, Services, Software or the Waste Facilities.


 


4.             Licence


 


4.1           Subject to payment of the Licence Fee by
the Purchaser to the Supplier for each Order, the Supplier grants to the
Purchaser an exclusive licence to use the Equipment and Software purchased from
the Supplier only at the Site and for the customer notified to the Supplier by
the Purchaser on the Order and agreed by the Supplier as part of the design,
build and operation of Waste Facilities. 
If the ownership of the Waste Facility changes, the new owner must
acknowledge the terms of this licence and also enter into 


 


9

















 


a written deed
agreeing to be bound by the terms of the licence in accordance with the
provisions of Clause 4.13 below.


 


4.2           The Supplier warrants to the Purchaser that
so far as the Supplier is aware the Supplier owns or has all necessary rights,
authorisations and licences in all Intellectual Property Rights in the Software
and Equipment to enable the Supplier to supply the Equipment and Software to
the Purchaser and to perform its obligations in accordance with this
Agreement.  However nothing in this
Agreement shall constitute any representation that the patents (if patent
applications) shall proceed to grant or if granted shall be valid.


 


4.3           If either Party makes any Non-Severable
Improvements, all right, title and interest
in such Non-Severable Improvements shall automatically vest in the Supplier
irrespective of which Party generates the relevant Non-Severable
Improvement.  The Purchaser shall
immediately notify the Supplier of all Non-Severable Improvements as soon as
such Non-Severable Improvement comes into existence, and save with the Supplier’s
prior written agreement shall keep confidential any such Non-Severable
Improvement.


 


4.4           If either Party makes Severable
Improvements, each Party shall grant to the other on terms to be agreed a
licence in respect of such Severable Improvement.  The Purchaser shall immediately notify the
Supplier of all Severable Improvements as soon as such Severable Improvement
comes into existence.


 


4.5           The Purchaser shall not copy, adapt,
reverse engineer, decompile, disassemble or modify the Software in whole or in
part (save only to the extent to which this cannot be precluded by section 296A
of the Copyright, Designs and Patents Act 1988).  The Purchaser may specify additions to the
Software which in the opinion of the Supplier improve the operating
specifications of the Software and the Supplier may include them in future
releases of the Software.


 


4.6           The Purchaser shall have no right to assign
the benefit or the burden of the licence in whole or in part or to the allow
the Software to become the subject of any charge, lien or encumbrance save as
expressly agreed with the Supplier for the purposes of financing the Waste
Facilities.


 


4.7           The Purchaser acknowledges that the
Intellectual Property Rights of the Supplier or any Equipment, Software,
products or processes protected thereby are the exclusive property of the
Supplier and that the Purchaser will not assert any claim of ownership to such
Intellectual Property Rights or any Equipment, Software, products or processes
protected thereby including to the goodwill or reputation thereof.


 


4.8           The Purchaser will not do any act or
knowingly permit any act or thing to be done or carried out in derogation of
any of the rights of the Supplier in the Intellectual Property 


 


10

















 


Rights of the
Supplier including any Equipment, Software, products or processes protected
thereby.  Subject to having first taken
the steps set out in Clause 18.4, the Supplier shall have the right to
terminate this Agreement in writing should the Purchaser dispute or challenge
the validity of the Intellectual Property Rights of the Suppler or any of the
rights of the Supplier thereto.


 


4.9           Save for the licence granted pursuant to
Clause 4.1, no Intellectual Property Rights in any Equipment, data, hardware,
software, documentation, or materials provided to the Supplier or the Purchaser
by the other Party will transfer to or be licensed to the other Party.  The Parties will return all such data,
hardware, software, documentation and materials in relation to an Order, other
than data, hardware, software, documentation and materials for which full
payment has been made to the Supplier by the Purchaser and which is or are
incorporated into the Waste Facilities, to the other Party on request and, in
any case, on the cancellation or termination of that Order or the termination
of this Agreement.  The Parties will not,
and will procure that its agents, employees and sub-contractors do not, use or
copy such data, hardware, software, documentation or materials for any other
purpose other than for complying with its obligations under this Agreement or
under any Order.


 


4.10         If the Purchaser becomes aware of any
infringements, actual or suspected or any other unauthorised use of the Intellectual
Property rights of the Supplier by another person (“Unauthorised
Use”) the Purchaser shall promptly give notice to the Supplier in
writing specifying the particulars of the Unauthorised Use.  The Supplier, at its sole discretion, shall
take whatever action it deems advisable in connection with the Unauthorised
Use.


 


4.11         If the Supplier decides to take action of
any kind against the Unauthorised Use, the Supplier shall have sole control of
the conduct of any action.  The Supplier
shall bear the entire cost and expense associated with the conduct of any such
action and any recovery or compensation that may be awarded as a result of such
action, including but not limited to any settlement that may be reached, shall
belong to the Supplier. The Purchaser, if called upon in writing by the
Supplier, shall co-operate fully with the Supplier in the conduct of any such
action.


 


4.12         The Purchaser acknowledges that the
Supplier for the purposes of notified Software upgrades, preventative
maintenance remote monitoring, fault diagnosis and service support will need
the ability to communicate remotely with the Software at all times and the
Purchaser will facilitate such communication including through the provision of
a dedicated internet connection as required pursuant to Part 2 of Schedule
7.  The Purchaser will give the Supplier
7 prior days written notice of any works that may affect such communication
including shutting down the Process Control Panels or interrupting the internet
line to the Software.


 


11

















 


4.13         The Purchaser may grant a sub-licence of
this licence with the consent of the Supplier not to be unreasonably withheld
to the customer and for the specific Site notified by the Purchaser in Clause
4.1 provided such customer is not a Competitor carrying out business in
competition with or similar in nature to that of the Supplier.  The Purchaser shall ensure that the
sub-licensor signs a written deed agreeing to be bound by the terms of this
Licence.  If the Sub-licensor breaches
the terms of the sub-licence or the Licence both the Licence and the
sub-licence shall terminate.  Continuing
obligations on termination under Clauses 19 and 20 of this Agreement shall
apply to both the Purchaser and any sub-licencee.


 


5.             Term


 


5.1           This Agreement comes into effect on the
date of this Agreement and continues in force for fifteen years unless
terminated in accordance with Clause 18 below.


 


5.2           On termination of this Agreement, all
outstanding Orders and the Licence in Clause 4 will also terminate.


 


6.             Forecasts


 


6.1           During the Term, the Purchaser shall give the Supplier
not less than 5 Business Days before the beginning of each quarter, a forecast
of the Equipment and Services it expects to purchase during the twelve months
following that month.  The first forecast
shall be supplied on the Commencement Date.


 


6.2           Forecasts shall be given in
writing or, if given orally, shall be confirmed in writing within two Business
Days. The Purchaser shall act in good faith when forecasting its requirements
for Equipment.


 


6.3           Forecasts provided under
this Clause 6 shall not constitute Orders.


 


6.4           If the Supplier
anticipates that it will be unable to meet the Purchaser’s forecasted
requirements provided in accordance with this Clause 6, the Supplier shall inform the
Purchaser in writing as soon as practicable.


 


7.             Ordering Procedures


 


7.1           The Purchaser shall provide not less than 2
months notice of Orders.


 


7.2           Each Order shall be deemed to be a separate
offer by the Purchaser to purchase Equipment on the terms of this Agreement,
which the Supplier shall be free to accept or decline at its absolute
discretion save that the Supplier must act reasonably in declining any Order
and the Supplier must accept the Minimum Purchase Order and 


 


12

















 


up to eight
cBOSTM Gasification Trains in each period of 12 months from the Dargavel Take
Over Certificate Date.


 


7.3           No Order shall be deemed to be accepted by
the Supplier until the Supplier issues and signs an acceptance of the relevant
Order.


 


7.4           Each Order shall:


 


(a)           be given in writing in the form set out in
Schedule 1;


 


(b)           specify the type and quantity of Equipment
ordered; and


 


(c)           specify the date by which the Order is to
be ready for collection (Delivery Date) (which shall be at least 10 months after
the date of deemed receipt of the Order by the Supplier); and


 


(d)           state the applicable Charges in accordance
with those set out in Schedule 3.


 


7.5           In the event that:


 


(a)           the Supplier does not accept an Order on
grounds that the Supplier could not have the Order ready for collection by the
date specified in accordance with Clause 7.4(c), or


 


(b)           the Supplier defaults on its obligations to
make the Order available by the relevant Delivery Dates,


 


the Purchaser may have alternative
equipment of the type referred to in Schedule 2 manufactured and supplied by
others, providing:


 


(c)           the alternative equipment so supplied is of
a standard equal to or better than the Equipment which would have been provided
by the Supplier had the relevant Order been accepted by the Supplier; and


 


(d)           the Supplier is paid its mark-up of 25% as
set out in Schedule 3 on the relevant cost of equipment from alternative
suppliers;


 


(e)           the Supplier shall have no liability
whatsoever for equipment or services provided by others.


 


Further, it shall be a condition of the
Purchaser exercising its entitlement pursuant to this Clause 7.5 that the
Purchaser has given the Supplier not less than 30 Business Days notice of its
intention to procure equipment from alternative suppliers and that 


 


13

















 


the Supplier has not accepted the relevant
Order within a further 30 Business Days of the date of receipt of such notice.


 


7.6           The Supplier shall assign an Order Number
to each Order it accepts and notify such Order Numbers to the Purchaser
together with the date which the Order will be ready for collection (“Delivery Date”). Each Party shall use the relevant Order
Number in all subsequent correspondence relating to the Order.


 


7.7           The Purchaser may within 120 days of
placing an Order amend or cancel an Order by written notice to the Supplier. If
the Purchaser amends or cancels an Order, its liability to the Supplier shall
be limited to payment to the Supplier of the Licence Fee and all costs reasonably
incurred by the Supplier including sub-contractors or third party costs plus a
mark up of 25% of such costs in fulfilling the Order up until the date of
receipt of the amendment or cancellation.


 


7.8           The Parties hereby agree that if W2E
creates variations or enhancements in design to the cBOSTM Gasification Trains
to overcome a defect, improve performance or operations or otherwise, then the
Supplier may at its option supply cBOSTM Gasification Trains with such
variations or enhancements provided that such CBOSTM Gasification Trains meet
similar performance specifications to those in the Order.


 


8.             The Supplier’s Responsibilities


 


8.1           In consideration of payment by the
Purchaser, the Supplier shall regularly and diligently carry out and complete
the manufacture and supply of the Equipment and provide the Services.


 


8.2           All Equipment and Services provided by the
Supplier shall be manufactured and carried out with sound workmanship and
materials, safety and in accordance with good engineering practice, and applicable
law.


 


8.3           Subject to the Purchaser performing its
obligations under this Agreement including responsibility for relevant
interfaces and the proper functioning of the rest of the Waste Facilities, the
Equipment shall comply with the requirements of the Supplier set out in
Schedule 7.


 


8.4           The Supplier shall at all times have and
maintain adequate resources available for the proper and timely provision of
the Equipment and the Services, including financial resources, and competent,
appropriately experienced and physically capable staff and labour whether
employed by the Supplier or any third parties appointed by the Supplier in
respect of its obligations under this Agreement.


 


14

















 


8.5           The Supplier shall obtain and maintain in
force for the Term all licences, permissions, authorisations, consents and
permits needed to supply the Equipment in accordance with the terms of this
Agreement.


 


8.6


 


(a)           The Purchaser shall have the right to enter
the Supplier’s premises to inspect the Equipment and the Supplier shall seek to
facilitate inspection of any manufacturing facilities owned by sub-contractors
to the Supplier for the Equipment.


 


(b)           Inspections carried out pursuant to Clause
8.6 shall be carried out during business hours on reasonable notice to the
Supplier.


 


(c)           The Supplier shall perform the Factory
Acceptance Test as set out in Schedule 6 prior to delivery of the Equipment
from the Premises during business hours at such time as is notified to the
Purchaser by the Supplier.  The Supplier
will then issue to the Purchaser a Factory Acceptance Certificate.


 


(d)           If following any inspection the Purchaser
reasonably considers that the Equipment is not or is not likely to be as
provided under this Clause 8, the Purchaser shall inform the Supplier and the
Supplier shall take such action as is necessary to ensure that the Equipment is
or will be as provided under this Clause 8. 
The Purchaser shall have the right to re-conduct inspections after the
Supplier has carried out its remedial actions.


 


(e)           The Supplier together with any actual or
potential customers of the Supplier shall also have the right on 14 days notice
to inspect the Waste Facilities and any Equipment and Software supplied to the
Purchaser under this Agreement.


 


8.7           In relation to any defects in design,
materials and workmanship under this Clause, the Supplier shall have a 12 month
defects notification period from the Delivery Date in which to repair any
defects in design, materials and workmanship notified by the Purchaser to the
Supplier which shall be the sole remedy of the Purchaser for such defects.   If during such defects notification period
the Purchaser gives notice of a defect (setting out the particulars of such
alleged defect), the Supplier shall as soon as reasonably practicable make good
the defect so notified and the Purchaser shall so far as may be necessary place
the Equipment at the Supplier’s disposal for this purpose.


 


8.8           If a defect notified by the Purchaser
pursuant to Clause 8.7 arises from any breach by the Supplier of this
Agreement, the Supplier shall bear his own cost of making good such
defect.  In all other cases, the defect
shall be rectified at the Purchaser’s expense.


 


15

















 


8.9           If the Supplier fails to remedy a defect
notified pursuant to Clause 8.7 which arises from any breach by the Supplier of
this Agreement then the Purchaser may, on giving not less that 14 days written
notice to the Supplier, procure the rectification of such defect by a third
party.


 


8.10         The Supplier hereby agrees to use
reasonable skill and care in performing its obligations under this Agreement.


 


8.11         In consideration of the Purchaser’s
obligations under this Agreement, the Supplier hereby agrees for the duration
of this Agreement not to sell cBOSTM Gasification Trains for use in the UK and
Ireland to Biffa Ltd, Fomento de Construcciones Y Contratas S.A., Sita UK Ltd,
Shanks Group plc and Viridor Ltd.


 


9.             Charges and the Terms of Payment


 


9.1           The Charges for the Equipment and/or the
Services from the Commencement Date to 31 December 2010 are set out in
Schedule 3.


 


9.2           The Charges for the
Equipment are exclusive of amounts in respect of VAT. The Purchaser shall, on
receipt of a valid VAT invoice from the Supplier, pay to the Supplier such
additional amounts in respect of VAT as are chargeable on a supply of Equipment
or Services.


 


9.3           The Charges for the
Equipment are exclusive of the costs of packaging, insurance, loading  and carriage of the Equipment, which is the
responsibility of the Purchaser and shall be paid by the Purchaser save where
the Supplier and Purchaser agree a charge for delivery of certain items of
Equipment by the Supplier and the Supplier expressly agrees in writing to
supply Equipment to the Premises of the Purchaser.


 


9.4           The Parties agree that the Charges will be
increased on 31 December each year by any increase in value of the Retail
Price Index in the previous 12 month period.


 


9.5           The Supplier will invoice the Purchaser in
accordance with the payment schedule specified in the relevant Order.  Invoices shall include the following
information:


 


(a)           a description of the Services performed
and/or the Equipment provided under each Order and the Order number;


 


(b)           an itemised statement of any costs and
expenses claimed under the invoice with supporting receipts;


 


(c)           the total Charges payable under the
invoice; and


 


16

















 


9.6           Unless otherwise agreed in the payment
schedule in the Order and save for the Licence Fee and Design Fee which are
payable at the times set out in Schedule 3, invoices shall be sent by the
Supplier to the Purchaser on a monthly basis for actual costs incurred by the
Supplier in relation to the Order including:


 


(a)           the cost of labour and of materials or
Equipment delivered to the Site during the period covered by the invoice plus
the mark up of 25% as set out in Schedule 3 (provided always that the total
amount invoiced for Equipment in respect of each Order shall not exceed the
Equipment Costs as adjusted in accordance with Clause 9.7); and


 


(b)           where Equipment has been delievered to
Site, any balance of the relevant part of the Equipment Cost not already
invoiced pursuant to Clause 9.6(a)


 


(the “Invoiced Amount”).


 


The Supplier’s invoice shall be sent to the
Purchaser not later than the 6th day of each calendar month.  The Purchaser shall promptly review the
Supplier’s invoice and shall give notice to the Supplier of any disputed items
(“Disputed Items”) not later than the
10th day of the relevant month setting out the amount in dispute and the reason
or reasons for such amounts being disputed, and the parties shall use all
reasonable endeavours to seek resolve such dispute.  Save in respect of any Disputed Items which
are not so resolved at the relevant time the Supplier’s invoice shall after the
10th day of the relevant calendar month become conclusive as to the Supplier’s
entitlement to payment in respect of the relevant invoice and such amount shall
be paid to the Supplier not later than the 30th day of the relevant calendar
month (or the 28th day where the relevant calendar month is February).  For the purpose of this Clause 9.6, where any
of the dates referred to falls on a non-Business Day then the relevant date
shall be deemed to be the first Business Day immediately after such date.


 


9.7           If the Purchaser fails to pay the Supplier
by the due date in accordance with the terms of this Agreement and the Order,
the Purchaser shall pay interest on the sum from the due date until the date
upon which the obligation of the Purchaser to pay the sum is discharged at the
rate 3% per annum above LIBOR compounded quarterly.


 


9.8           Adjustment to the Charges


 


Without prejudice to any other of the
Supplier’s rights and remedies in accordance with or in relation to this
Agreement, in the event that:


 


(a)           the Purchaser instructs and the Supplier
accepts any change, variation or amendment to the Order or the terms thereof;


 


17
















 


(b)                                 the Purchaser breaches or
fails to perform any of its obligations under this Agreement;


 


(c)                                  the Purchaser issues any
instruction to suspend or delay the performance by the Supplier of any of the
Supplier’s obligations under this Agreement;


 


(d)                                 the Purchaser withholds any
acceptance or approval for a reason not stated in this Agreement;


 


(e)                                  the Purchaser instructs the
Supplier to search for or remedy a defect in the Equipment or Software and no
defect is found;


 


(f)                                    a test or inspection which the
Purchaser is responsible for performing or procuring the performance of causes
unnecessary delay;


 


(g)                                 the Supplier encounters
conditions which an experienced Supplier would have judged at the date of this
Agreement had such a small chance of occurring that it would have been
unreasonable for the Supplier to have allowed for them in the Charges;


 


(h)                                 any change in law applicable
to the performance by the Supplier of its obligations under this Agreement
which increases the cost of performance thereof; and/or


 


(i)                                     an event occurs which stops or
delays the Supplier in performing its obligations under this Agreement or in
relation to any Order or makes the same more costly to perform, which the
Supplier could not reasonably prevent,


 


(each a “Compensation
Event”)


 


then the Equipment Cost and/or other
Charges in respect of any affected Order shall be increased to reflect any
additional cost, loss or expense attributable to the relevant Compensation
Event, calculated as the actual cost thereof reasonably and demonstrably
incurred plus a mark up of 25% and the Equipment Cost and/or other Charges
shall be adjusted accordingly.


 


10.                               Commissioning


 


10.1                           The Supplier will provide the
Purchaser with operational manuals, maintenance manuals and training manuals
relating to the Equipment.


 


10.2                           The Supplier will carry out
its standard tests on the Equipment as described in Schedule 6 before delivery
to the Purchaser (“Factory Acceptance Test”) and,
on 


 


18

















 


request by the Purchaser, will provide the
Purchaser with a certificate that the Equipment has passed those tests (“Factory Acceptance Certificate”).


 


10.3                           After the Equipment which is
the subject of an Order has been fully installed and integrated by the
Purchaser into the Waste Facilities, the Purchaser shall provide the Supplier
with a report to the satisfaction of the Supplier confirming completion of the
construction works at the Premises to which the Order relates (the “Construction Completion Report”), and the Supplier will
carry out Commissioning Tests on that Equipment as set out in and in accordance
with Schedule 5.


 


10.4                           The Supplier shall give the
Purchaser not less than 5 Business Days notice of the date, time and location
of each of the tests forming the Commissioning Tests.  If the Purchaser fails to attend at any time
or place duly appointed for the carrying out of any Commissioning Tests, the
Supplier shall be entitled to proceed in the Purchaser’s absence and the
relevant Commissioning Tests shall be deemed to have been performed in the
presence of the Purchaser.  The Supplier
shall provide the Purchaser with duly certified copies of the results of the
Commissioning Tests.


 


10.5                           If the Equipment the subject
of an Order fails to pass the relevant Commissioning Tests, the Supplier shall
repeat those tests and if such tests are failed again the Supplier shall take
whatever steps may be necessary to enable the Equipment to pass the
Commissioning Tests and shall thereafter repeat them, unless any time limit
specified in the Order for the passing thereof shall have expired, in which
case the Purchaser shall be entitled on giving notice to the Supplier to reject
the relevant part of the Equipment.


 


10.6                           The Purchaser acknowledges
that it needs the assistance of the Supplier’s Tiger Team for the purposes of
the Commissioning Test and hereby agrees to order and pay for their services
for at least a period of 30 Business Days to assist with the Commissioning Test
in respect of each Order.  If more time
is needed to undertake the Commissioning Test and until the Commissioning Tests
have been passed, the Purchaser shall order and pay for the services of the
Tiger Team for such additional period. 
However after the initial 30 Business Day period referred to above, if
the Tiger Team is still required as the Commissioning Test has not been passed
due to a breach of the obligations by the Supplier, this time shall be free of
charge for up to a maximum of a further 30 Business Days.


 


10.7                           If the Purchaser fails to give
notice of rejection in accordance with Clause 10.5, it shall be deemed to have
accepted such Equipment.  If the
Purchaser does not permit the Commissioning Tests to take place within 3 months
of Delivery or does not complete those parts of the Commissioning Tests for which
the Purchaser is responsible, the Commissioning Tests will be deemed to be
passed and the Purchaser to have accepted the Equipment.


 


19

















 


10.8                           If the Purchaser rejects
Equipment under Clause 10.5 then the Purchaser shall be entitled to require the
Supplier to repair or replace the rejected Equipment.  Once the Supplier has complied with the
Purchaser’s request, it shall have no further liability to the Purchaser in
respect of the rejected Equipment’ failure to comply with this Clause 10.


 


10.9                           The terms of this Agreement
shall apply to any repaired or replacement Equipment supplied by the Supplier.


 


10.10                     Subject to payment of the charges set out
in Schedule 3 by the Purchaser, the Supplier will also provide monthly
inspections and reports of the Equipment during the construction of the Waste
Facilities by the Purchaser without further charge to the Purchaser on the
basis that the Supplier has no liability to the Purchaser or any third party
arising out of or in connection with such inspections or reports.


 


10.11                     The Supplier hereby agrees to supply the
Purchaser with Software Upgrades for any Software provided by the Supplier from
time to time and free of charge for the first three years from the Commencement
Date.  Thereafter, the Supplier will
charge the Purchaser for such  Software
Upgrades on such terms to be agreed.


 


10.12                     The Supplier’s Equipment shall only be used
by the Purchaser on the Gasifcation Area and Synthesis Gas Combustion Areas of
the Waste Facilities and the Supplier shall have no responsibility for any
matters whether as part of the Commissioning Tests or otherwise outside these
areas.


 


11.                               Delivery


 


11.1                           The Purchaser shall collect
each Order from the Supplier’s premises or such other premises notified in
writing by the Supplier in the UK (“Delivery Location”)
within 14 Business Days of the Supplier notifying the Purchaser in writing that
the Order is ready for collection. 
However, subject to prior approval of the Supplier, the Supplier will
arrange external storage for up to 21 Business days from the above
notification.


 


11.2                           Delivery of an Order shall be
completed when the Supplier places the Order at the Purchaser’s disposal at the
Delivery Location.


 


11.3                           The sole and exclusive remedy
for delay shall be Liquidated Damages calculated in accordance with Clause 14
and Schedule 4. Delays in the delivery of an Order shall not entitle the
Purchaser to:


 


(a)                                  refuse to take delivery of the
Order; or


 


(b)                                 claim damages other than
Liquidated Damages; or


 


20

















 


(c)                                  terminate this Agreement.


 


The Supplier shall have no liability for
any failure or delay in delivering an Order to the extent that such failure or
delay is caused by the Purchaser’s failure to comply with its obligations under
this Agreement.  Further the Supplier’s
liability for Liquidated Damages shall cease in the event that and as from the
time that the Purchaser elects to exercise any entitlement to have Equipment
provided by others pursuant to Clause 7.5.


 


11.4                           If the Purchaser fails to take
delivery of an Order on the Delivery Date then, except where such failure or
delay is caused by the Supplier’s failure to comply with its obligations under
this Agreement:


 


(a)                                  delivery of the Order shall be
deemed to have been completed at 9.00am on the fourteenth Business Day
following the day on which the Supplier notified the Purchaser that the Order
was ready for collection; and


 


(b)                                 the Supplier shall store the
Order until delivery takes place, and charge the Purchaser for all related
costs and expenses (including insurance).


 


11.5                           Each Order shall be
accompanied by a delivery note from the Supplier showing the Order Number and
the date of the Order.


 


11.6                           If the Parties agree and
subject to acceptable payment to the Supplier, the Supplier may agree to an
alternative Delivery Location which may include the premises of the Purchaser.


 


12.                               Title and Risk


 


12.1                           Risk in Equipment shall pass
to the Purchaser on Delivery.


 


12.2                           Title to Equipment shall not
pass to the Purchaser until the Supplier has received payment in full (in cash
or cleared funds) for:


 


(a)                                  such Equipment; and


 


(b)                                 all other sums which are or
which become due to the Supplier from the Purchaser.


 


12.3                           Until title to Equipment has
passed to the Purchaser, the Purchaser shall:


 


(a)                                  hold such Equipment on a
fiduciary basis as the Supplier’s bailee;


 


21

















 


(b)                                 store such Equipment
separately from all other goods held by the Purchaser so that they remain
readily identifiable as the Supplier’s property;


 


(c)                                  not remove, deface or obscure
any identifying mark or packaging on or relating to such Equipment; and


 


(d)                                 maintain such Equipment in
satisfactory condition and keep it insured on the Supplier’s behalf for their
full price against all risks with an insurer that is reasonably acceptable to
the Supplier. The Purchaser shall obtain an endorsement of the Supplier’s
interest in the Equipment on its insurance policy, subject to the insurer being
willing to make the endorsement. On request the Purchaser shall allow the
Supplier to inspect such Equipment and the insurance policy.


 


12.4                           If before title to Equipment
passes to the Purchaser the Purchaser becomes subject to any of the events in
Clause 18.1(c) to Clause 18.1(f) then, without limiting any other
right or remedy the Supplier may have, the Supplier may at any time require the
Purchaser to deliver up such Equipment or enter any premises of the Purchaser
or of any third party where the relevant Equipment is stored in order to
recover it.


 


13.                               Insurance


 


13.1                           During this Agreement the
Supplier shall maintain in force the following insurance policies with
reputable insurance companies:


 


(a)                                  public liability insurance
with a limit of at least £10 million per claim;


 


(b)                                 professional indemnity
insurance with a limit of at least £5 million in aggregate; and


 


(c)                                  product liability insurance
with a limit of at least £5 million for claims arising from a single event or
series of related events in a single calendar year,


 


provided such insurance remains available
in the European insurance market at commercially reasonable rates to parties
carrying out business equivalent to that of the Supplier.


 


13.2                           On taking out and on
renewing each policy, the Supplier shall promptly send a copy of the receipt
for the premium to the Purchaser. On the Purchaser’s written request, the
Supplier shall provide the Purchaser with copies of the insurance policy
certificates and details of the cover provided.


 


13.3                           The Supplier shall
ensure that any sub-contractors also maintain adequate insurance 


 


22

















 


having regard to their obligations under
their respective sub-contracts and the Supplier’s obligations under this
Agreement.


 


13.4                           The Supplier shall
notify the Purchaser if any policy is (or will be) cancelled its terms are (or
will be) subject to any material change or such insurance is no longer
available at commercially reasonable rates for the purpose of Clause 13.1.


 


13.5                           The Supplier’s
liabilities under this Agreement shall not be deemed to be released or limited
by the Supplier taking out the insurance policies referred to in Clause 13.1.


 


13.6                           During this Agreement, in
respect of each Order the Purchaser shall maintain in force or procure the
maintenance of a “construction all risks” insurance policy with cover no less
than the full reinstatement of the value of the Waste Facilities constructed in
respect of each Order (including the value of the Equipment) providing cover
against any physical loss or damage to the Equipment and any work executed in
respect of the project and against the reasonable cost of the removal and
disposal of debris and of any shoring and propping of the works which results
from such physical loss or damage but excluding the cost necessary to repair,
replace or rectify loss or damage arising from any Force Majeure Event.


 


14.                               Liquidated Damages


 


14.1                           If delivery is not made on the
Delivery Date due to the default of the Supplier, the Supplier shall be
permitted up to two extensions to the Delivery Date each of not less the 30
Business Days in duration and the Delivery Date shall be adjusted accordingly,
after which the Purchaser may require the Supplier to pay the Purchaser
Liquidated Damages as set out in Schedule 4 (“Liquidated
Damages”).


 


14.2                           The maximum payment of
Liquidated Damages for any item of Equipment shall not exceed 10% of the
Charges (calculated in accordance with Schedule 3) for such item of Equipment
only (excluding any Licence Fee and Design Fee and not for those items of
Equipment which have been delivered on their Delivery Date or for which the
Delivery Date has not been reached).


 


14.3                           Any Liquidated Damages payable
by the Supplier shall be the Purchaser’s sole and exclusive remedy in relation
to the failure to deliver the Equipment on the Delivery Date and all such
Liquidated Damages shall be taken into account in relation to the amount of the
limit on liability in Clause 16.4 and any other damages which the Purchaser may
seek to recover from the Supplier in respect of such Equipment.


 


14.4                           The Parties hereby acknowledge
and agree that the rate of liquidated damages specified in Schedule 4 is a
genuine pre-estimate of the loss likely to be suffered by 


 


23

















 


the Purchaser in the event of any delay by
the Supplier in providing the Equipment to the Purchaser.


 


15.                               Intellectual Property


 


15.1                           The Supplier shall be
liable to the Purchaser for all liabilities, costs, expenses, damages and
losses suffered or incurred by the Purchaser arising out of or in connection
with any claim made against the Purchaser for actual or alleged infringement of
a third party’s Intellectual Property Rights arising out of or in connection
with the supply or use of the Equipment.


 


15.2                           Nothing in this Clause
shall restrict or limit the Purchaser’s general obligation at law to mitigate a
loss which it may suffer or incur as a result of a matter that may give rise to
a claim under this Clause 15.


 


16.                               Limitation of liability


 


16.1                           This Clause sets out
the entire financial liability of the Parties (including any liability for the
acts or omissions of their respective employees, agents and subcontractors) to
each other in respect of:


 


(a)                                  any breach of this Agreement
or any Order including any deliberate breach of this Agreement or any Order by
a Party, or its employees, agents or subcontractors;


 


(b)                                 any use made or resale of the
Equipment by the Purchaser, or of any product incorporating any of the
Equipment; and


 


(c)                                  any representation, statement
or tortious act or omission (including negligence) arising under or in
connection with this Agreement,


 


save in respect of claims under Clause
15 for
which liability shall be unlimited.


 


16.2                           Nothing in this
Agreement shall limit or exclude the liability of either Party for:


 


(a)                                  death or personal injury
resulting from negligence; or


 


(b)                                 fraud or fraudulent
misrepresentation; or


 


(c)                                  breach of the terms implied by
section 12 of the Sale of Goods Act 1979; or


 


(d)                                 breach of section 2 of the
Consumer Protection Act 1987.


 


24

















 


16.3                           Without prejudice to
Clause 16.2, neither Party shall be liable to the other, whether in contract,
tort (including negligence) or restitution, or for breach of statutory duty or
misrepresentation, or otherwise, for any:


 


(a)                                  loss or corruption of data or
information; or


 


(b)                                 special, indirect or
consequential damage


 


suffered
by the other Party that arises under or in connection with this Agreement.


 


16.4                           Without prejudice to Clause
16.2 or Clause 16.3, the Supplier’s total liability arising under or in
connection with this Agreement (including any liability in respect of
Liquidated Damages pursuant to Clause 14 and Schedule 4), whether arising in
contract, tort (including negligence) or restitution, or for breach of
statutory duty or misrepresentation, or otherwise, shall be limited to 5% of
the amounts paid to the Supplier by the Purchaser during the previous 12 month
period immediately prior to any claim.  
For the purposes of calculating the amounts paid to the Supplier in the
previous 12 month period the Licence Fee and the Design Fee shall not be
included.


 


17.                               Force Majeure


 


17.1                           Neither Party (or any
person acting on its behalf) shall have any liability or responsibility for
failure to fulfil any obligation under this Agreement so long as and to the
extent to which the fulfilment of such obligation is prevented, frustrated,
hindered or delayed as a consequence of a Force Majeure Event.


 


17.2                           A Party claiming the
benefit of this provision shall, as soon as reasonably practicable after the
occurrence of a Force Majeure Event:


 


(a)                                  notify the other Party of the
nature and extent of such Force Majeure Event; and


 


(b)                                 use all reasonable endeavours
to remove or reduce the effect of any such causes and resume performance under
this Agreement as soon as feasible.


 


17.3                           For the purposes of this
Agreement, a force majeure event means an event beyond the control of a Party
(or any person acting on its behalf), which by its nature could not have been
foreseen by such Party (or such person), or, if it could have been foreseen,
was unavoidable, and includes, without limitation, acts of God, storms, floods,
riots, fires, sabotage, civil commotion or civil unrest, interference by civil
or military authorities, acts of war (declared or undeclared) or armed
hostilities or other national or international calamity or one or more acts of
terrorism or failure of energy sources (“Force Majeure Event”).


 


25

















 


18.                               Termination


 


18.1                           Subject to Clause
18.4, a Party shall be entitled to terminate this Agreement and any and all
Orders which have not been completed if the other Party:


 


(a)                                  fails to pay any undisputed
amount due under this Agreement on the due date for payment; or


 


(b)                                 commits a material breach of
its obligations under this Agreement; or


 


(c)                                  passes a resolution for
voluntary winding up or a court of competent jurisdiction makes an order that
such Party be wound up except for the purposes of bona fide reconstruction
while solvent; or


 


(d)                                 makes a composition or
arrangement with its creditors; or


 


(e)                                  has a receiver or manager or
provisional liquidator or administrator appointed over the whole or a
substantial part of its business or undertaking, or circumstances arise which
would entitle a court of competent jurisdiction or a creditor to appoint the
same; or


 


(f)                                    is unable to pay its debts
within the meaning of section 123 of the Insolvency Act 1986; or


 


(g)                                 any Force Majeure Event
prevents the other Party from performing its obligations under this Agreement
for a continuous period of six months.


 


18.2                           Termination of this
Agreement shall not prejudice any of the Parties’ rights and remedies which
have accrued as at termination.


 


18.3                           In addition to the
remedy provided pursuant to Clause 2.3, in the event that the Purchaser does
not purchase the Minimum Purchase Order each year for a consecutive period of
five years the Supplier may also terminate the Agreement if.


 


18.4                           In the event of the occurrence
of one of the grounds set out in Clauses 18.1(a), 18.1(b) or 4.8 then
unless specifically provided otherwise in this Agreement:


 


(a)                                  the affected Party shall give
the defaulting Party not less than ten Business Days’ notice of the occurrence
of the event;


 


(b)                                 the defaulting Party shall
within a further ten Business Days from the expiry of the period referred to in
Clause 18.4(a) remedy the default; and


 


26

















 


(c)                                  in the event that the default
is not remedied within the period referred to in Clause 18.4(b) or there
remains a dispute as to whether a default has occurred, the Parties shall refer
the matter to non-binding mediation in accordance with the then current CEDR
Model Mediation Procedure or such other procedure as is agreed between the
Parties, within 30 days thereafter ,


 


and termination on such grounds shall not
effective until such time as the conditions set out in this Clause 18.4 have
been satisfied and complied with and the relevant default remains unremedied.


 


18.5                           Termination on the
grounds set out in Clauses 18.1(c), 18.1(d), 18.1(e), 18.1(f) and 18.1(g) shall
be effective immediately on a Party having given notice to the other.


 


19.                               Obligations on
Termination


 


On
termination of this Agreement each Party shall promptly:


 


(a)                                  return to the other Party all
equipment, materials and property belonging to the other Party that the other
Party had supplied to it or a member of its Group in connection with the supply
and purchase of the Equipment under this Agreement;


 


(b)                                 return to the other Party all
documents and materials (and any copies) containing the other Party’s
Confidential Information;


 


(c)                                  erase all the other Party’s
Confidential Information from its computer systems (to the extent possible);
and


 


(d)                                 on request, certify in writing
to the other Party that it has complied with the requirements of this Clause.


 


20.                               Survival of
Obligations on Termination


 


20.1                           The following provisions of
this Agreement will survive its expiry or termination and continue
indefinitely; Clauses 16, 19, 20, 22, 31 and 32.


 


20.2                           The termination of this
Agreement or the expiry or termination of any Order will not prejudice or
affect any right of action or remedy which has already accrued to either Party.


 


27
















 


21.                               Assignment and
Sub-Contracting


 


21.1                         Either Party may assign or
transfer (including by way of novation) its rights and obligations under this
Agreement to another member of its Group and must notify the other Party in
writing.


 


21.2                         A Party may also assign or
transfer its rights and obligations under this Agreement to a third party with
the prior written consent of the other Party not to be unreasonable withheld or
delayed provided such third party is:


 


(a) not a
Competitor of either Party;


 


(b) has equivalent
technical and financial standing to the Party whose rights and/or obligations
are being assigned or transferred to it.


 


21.3                         The Purchaser agrees that the
Supplier will have to sub-contract the manufacture and supply of the Equipment
and some of the Services to third parties and hereby gives approval to such
sub-contracting.  The Parties also agree
that if the Purchaser becomes aware of sub-contractors who may be able to
provide the Equipment of the same technical standard at a cheaper cost, the Purchaser
will notify the Supplier and propose that the Supplier appoints such
alternative sub-contractor.  However, the
Supplier will be under no obligation to change sub-contractors unless:


 


21.3.1                such change including any
termination of existing sub-contracts does not adversely affect the Supplier;


 


21.3.2                the alternative sub-contractor
will supply Equipment and/or Services as applicable to the Supplier on terms
which are acceptable to the Supplier;


 


21.3.3                the alternative sub-contractor
meets the Supplier’s requirements in respect of financial underwriting,
warranties, guarantees, banking and delivery underwriting;


 


21.3.4                the Supplier has completed to its
satisfaction, full due diligence in relation to the identity, ownership and
control of the alternative sub-contractor sufficient to discharge any relevant
legal obligations and the Supplier, in its sole discretion, is satisfied that
it may lawfully conduct business with the sub-contractor; and


 


21.3.5                the quality of the Equipment
supplied by such sub-contractor is in the opinion of the Supplier of a standard
equal to or better then the quality of Equipment supplied by existing
sub-contractors.


 


28

















 


22.                               Confidentiality


 


22.1                           Confidential information for the purposes of this Agreement means
all information disclosed (whether in writing, orally or by another means and
whether directly or indirectly) by a Party (the “Disclosing
Party”) to the other Party (the “Receiving
Party”) whether before or after the date of this Agreement
including, without limitation, information relating to the Disclosing Party’s
products, operations, processes, plans or intentions, product information,
know-how, design rights, trade secrets, market opportunities and business
affairs (and including, any such information relating to any member of  the Disclosing Party’s Group) (“Confidential Information”).


 


22.2                           Each Party will, in relation to the Confidential Information of the
other Party:


 


(a)                                  not use the Confidential Information for any purpose other than the
performance of its obligations under this Agreement;


 


(b)                                 not disclose Confidential Information to a person except with the
prior written consent of the Disclosing Party or in accordance with Clauses
22.3 and 22.4; and


 


(c)                                  will make every effort to prevent the use or disclosure of
Confidential Information other than as permitted by this Agreement.


 


22.3                           During the term of this Agreement the Receiving Party may disclose
Confidential Information to any of its directors, other officers, employees,
agents, sub-contractors and professional advisers.


 


22.4                           The Receiving Party will ensure that a Recipient is made aware of
and complies with the Receiving Party’s obligations of confidentiality under
this Agreement as if the Recipient was a Party to this Agreement.


 


22.5                           The provisions of this Clause 22 do not apply to Confidential
Information which:


 


(a)                                  is in or enters the public domain other than by a breach of this
Agreement;


 


(b)                                 is obtained from a third party who is lawfully authorised to
disclose that information;


 


(c)                                  is independently developed without reference to anything protected
by this Clause 22;


 


29

















 


(d)                                 is authorised for release by written consent of the Disclosing Party
or by an authorised representative of the Disclosing Party; or


 


(e)                                  is required to be disclosed by law or by judicial or administrative
process in connection with any action, suit, proceeding or claim or other
applicable law.


 


22.6                           Each Party undertakes within 10 Business Days of receipt of a
written request of the other Party or on termination of this Agreement,
whichever is earlier, and at the option of the other Party:


 


(a)                                  to return the Confidential Information in its possession, custody or
control or in the possession custody or control of any of its directors,
officers, employees, ex-employees, agents, sub-contractors or professional
advisors, together with all copies thereof; or


 


(b)                                 to destroy by shredding or incineration all documents and other
material in its possession, custody or control which bear or incorporate any
part of the other Party’s Confidential Information and to certify to the other
Party that this has been done; and


 


(c)                                  to expunge all Confidential Information from any computer, word
processor or similar device into which it was programmed by such Party or any
of the Party’s directors, officers, employees, ex-employees, sub-contractors or
professional advisors together with all copies thereof.


 


23.                               No Partnership


 


Except
as expressly stated herein, nothing in this Agreement creates a relationship of
agency or partnership between the Parties. 
Accordingly, except as expressly authorised in this Agreement, neither
Party has any authority to act or make representations on behalf of the other
Party.


 


24.                               Invalidity


 


If any
provision of this Agreement is held invalid, illegal or unenforceable for any
reason, that provision will be severed and the remainder of the provisions of
this Agreement will continue in full force and effect as if this Agreement had
been executed with the invalid provision eliminated.  In the event of invalidity so fundamental as
to prevent the accomplishment of the purpose of this Agreement, the Parties
will immediately commence negotiations in good faith to remedy that invalidity,
whilst achieving the purposes of this Agreement.


 


30

















 


25.                               Notices


 


25.1                           Any notice or other communication given under this Agreement must be
in writing and served on a Party at its address as specified in this Clause
25.3 (or at such other address as specified in any Order or as otherwise
notified to the other in accordance with this Clause, or in the absence of any
such notified address, by any other effective means) as follows: by hand; by
first class or recorded delivery post; or by fax which is automatically
confirmed by the sender’s fax machine to have been sent without error to the
recipient’s fax number.


 


25.2                           Notices or communications sent by first or recorded delivery post
will be deemed to be served 3 Business Days following the day of posting.  Notices or communications sent by fax will be
deemed to be served on the day of transmission if transmitted before 4.00 pm on
a Business Day, but otherwise on the following Business Day.


 


25.3                           In all other cases, notices and communications will be deemed to
have been served on the day when they are actually received.  All notices and other communications served
under this Agreement must expressly refer to the Clause pursuant to which they
are served.


 


The specified
addresses and, telephone number for each Party for the purposes of this Clause
25.3 is as follows:


 


Ascot
Environmental Limited


Contact names:


 


	
  Address:

  	
  Ascot House

  
	
   

  	
  51 Water Street

  
	
   

  	
  Radcliffe

  
	
   

  	
  Manchester

  
	
   

  	
  M26 3DE

  
	
   

  	
  England

  
	
   

  	
   

  
	
  Tel No:

  	
  0161 724 1994

  



 


 


Waste2Energy
Engineering Limited


Contact names:
John Murphy


 


	
  Address:

  	
  Hestan House

  
	
   

  	
  Crichton Business Park

  
	
   

  	
  Bankend Road

  
	
   

  	
  Dumfries

  
	
   

  	
  DG1 4TA

  
	
   

  	
  United Kingdom

  



 


Tel No: 0845
868 0011


 


31

















 


26.                               Variation


 


No
modification, amendment or variation of this Agreement will be effective or
binding on the Parties unless in writing and signed by the authorised
representatives of each Party.


 


27.                               Costs


 


Save as
otherwise provided in this Agreement, each Party shall pay its own costs in
connection with the negotiation, preparation, execution and performance of this
Agreement, and all ancillary documents to it.


 


28.                               Waiver


 


The
failure of either Party to seek redress for any breach or to insist upon the
strict performance of any term, condition or provision of this Agreement, or to
exercise any right or remedy to which it is entitled, will not constitute a
waiver.  A waiver of any breach will not
constitute a waiver of any other breach, and no waiver of any of the terms,
conditions or provisions of this Agreement will be effective unless it is in
writing and expressed to be a waiver.


 


29.                               Entire Agreement


 


This
Agreement together with any Orders placed pursuant to it contains the entire
agreement between the Parties relating to the provision of the Equipment and
the Services and supersedes any previous understanding, commitments, contracts
or representations whatsoever whether oral or written relating thereto.


 


30.                               Third Party Rights


 


A person who is not a Party to this Agreement has
no right under the Contract (Rights of Third Parties) Act 1999 to enforce or to
enjoy the benefit of any term of this Agreement.


 


31.                               Jurisdiction


 


31.1                           If any Dispute arises in connection with this Agreement, directors
or other senior representatives of the Parties with authority to settle the
dispute will, within 7 days of a written request from one Party to the other,
meet in a good faith effort to resolve the Dispute.


 


32

















 


31.2                           If any Dispute arises in connection with this Agreement that is not
settled by the Parties under Clause 31.1 within 5 Business Days, the Parties
will attempt to settle it by mediation in accordance with the Centre for
Effective Dispute Resolution (CEDR) Model
Mediation Procedure. Unless otherwise agreed between the Parties, the mediator
will be nominated by CEDR. To initiate the mediation a Party must give notice
in writing (“ADR notice”) to the other Party to
the Dispute requesting a mediation. A copy of the request should be sent to
CEDR.  The mediation will start not later
than 14 days after the date of this ADR notice.


 


31.3                         The decision of the mediator is not final and binding and either
Party can commence court proceedings before the English courts which shall have
exclusive jurisdiction in relation to all Disputes to finally resolve the
Dispute.


 


31.4                         No Party may commence any court proceedings in relation to any
Dispute arising out of this Agreement until it has attempted to settle the
Dispute by mediation and either the mediation has terminated or the other Party
has failed to participate in the mediation, provided that the right to issue
proceedings is not prejudiced by a delay.


 


32.                               Governing law


 


This
Agreement is governed by and is to be construed in accordance with the laws of
England and Wales.


 


33.                               Counterparts


 


This
Agreement may be signed by each Party in any number of counterparts which taken
together shall form one and the same instrument..


 


33

















 


	
  SIGNED for and on behalf of ASCOT ENVIRONMENTAL
  LIMITED

  	
   

  
	
   

  	
   

  
	
  /s/Dave Quarmby

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  D. Quarmby

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
  Title

  	
   

  



 


 


	
  SIGNED for and on behalf of UK CAPITAL VENTURES
  HOLDINGS PLC

  	
   

  
	
   

  	
   

  
	
  /s/ Dave Quarmby

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  D. Quarmby

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
  Title

  	
   

  



 


 


	
  SIGNED for and on behalf of WASTE2ENERGY ENGINEERING
  LIMITED

  	
   

  
	
   

  	
   

  
	
  /s/
  Stockton Birthisel

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Stockton Birthisel

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
  Title

  	
   

  



 


34

















 


	
  SIGNED for and on behalf of WASTE2ENERGY GROUP
  HOLDINGS PLC

  	
   

  
	
   

  	
   

  
	
  /s/ Stockton Birthisel

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Stockton Birthisel

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
  Title

  	
   

  



 


 


	
  SIGNED for and on behalf of WASTE2ENERGY TECHNOLOGIES INERNATIONAL
  LIMITED

  	
   

  
	
   

  	
   

  
	
  /s/ Stockton Birthisel

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Stockton Birthisel

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
  Title

  	
   

  



 


35
















 


Schedule 1


 


Form of
Order


 


ORDER


 


Dated                                                    200(  )


 


Under the provisions of
Clause 7 of the Agreement, dated        March 2010
(“the Master Supply Agreement”) between:


 


(1)                                 ASCOT
ENVIRONMENTAL LIMITED a company registered in England and Wales (Company
Registration No. 03716462) whose registered office is at Brazennose House
West, Brazennose Street, Manchester, M2 2FE, England;


 


(2)                                 UK
CAPITAL VENTURES HOLDINGS LIMITED a company registered in England and Wales
(Company Registration No. 03721627) whose registered office is at Regency
House, 45-51 Chorley New Road, Bolton, Lancashire BL1 4QR;


 


together the “Purchaser”
and


 


(3)                                 WASTE2ENERGY
ENGINEERING LIMITED a company registered in Scotland (Company
Registration No. SC360321) of Hestan House, Crichton Business Park,
Bankend Road, Dumfries, DG1 4TA, United Kingdom;


 


(4)                                 WASTE2ENERGY
GROUP HOLDINGS PLC a company registered in Isle of Man (Company
Registration No. 003803V) whose registered office is at Stanley House,
Lord Street, Douglas IM1 2BF;


 


(5)                                 WASTE2ENERGY
TECHNOLOGIES INTERNATIONAL LIMITED a company registered in Isle of Man
(Company Registration No. 003615V) whose registered office is at Stanley
House, Lord Street, Douglas IM1 2BF


 


together the “Supplier””.


 


IT IS AGREED as follows:


 


Words and expressions defined in the Master
Supply Agreement shall have the same meanings when used in this Order.


 


Save as herein amended, all terms and
conditions of the Master Supply Agreement will apply.


 


36

















 


1.                                      The Equipment, Software and
the associated Services to be provided under this Order are as follows:


 


·                  Number of cBOSTMGasification Trains


 


and, if
applicable, are further set out in the documents and plans attached to this
Order


 


2.                                      The Delivery Date is to be
confirmed by the Supplier


 


3.                                      The Charges are calculated in
accordance with Schedule 3 of the Master Supply Agreement together with any
additional payment provided for under this Order.


 


4.                                      The Order No is


 


5.                                      The site where the Waste
Facilites are to be installed by the Purchaser is and the customer for whom the
Purchaser is to construct the Waste Facilities is.


 


37

















 


	
  SIGNED for and on
  behalf of ASCOT ENVIRONMENTAL LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  



 


 


	
  SIGNED for and on
  behalf of UK CAPITAL VENTURES HOLDINGS PLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  



 


 


	
  SIGNED for and on
  behalf of WASTE2ENERGY ENGINEERING LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  



 


38

















 


	
  SIGNED for and on
  behalf of WASTE2ENERGY GROUP HOLDINGS PLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  



 


 


	
  SIGNED for and on
  behalf of WASTE2ENERGY TECHNOLOGIES INERNATIONAL LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  



 


39

















 


Schedule 2


 


A cBOSTM Gasification Train is compromised
of 5 major components:


 


·                  4 x Primary Gasification Chambers; and


 


·                  1 x Secondary Combustion Chamber including
Emergency By-pass System together with a Process Control System and associated
equipment as further described below.


 


Further supporting equipment and control
systems are required by the Purchaser including (but not limited to) those set
out in Part 2 of Schedule 7 to operate safely and within regulatory
standards.


 


Equipment


 


Primary Gasification Chamber (“PGC”) - 65m3 cBOSTM metal rectangular chambers, thermally
insulated, refractory lined with all burners, fans, hydraulics, safety limit
switches, thermometers to monitor the temperature of the gas flowing from the
chamber. and valves together with three hydraulically operated doors as
follows:


 


·                  Load Door - a hydraulically operated lid
which opens a hatch located on the top of the PGC as specified by the Supplier
to meet the performance requirements.


 


·                  Front Door - a hydraulically operated
door that swings up to open an entry way into the front of the PGC as specified
by the Supplier to meet the performance requirements..


 


·                  Ash door- a hydraulically operated door
with a fixed position that swings open providing an exit for discharging the
waste ash from the PGC onto a conveyor (supplied by the Purchaser) as specified
by the Supplier to meet the performance requirements.


 


all as specified by the Supplier to meet
the Performance Specifications.


 


Secondary Combustion Chambers (“SCC”) - 1 X cBOSTM metal horizontal cylindrical vessel,
thermally insulated, refractory lined with burners, fans, hydraulics, safety
limit switches and valves as specified by the Supplier to meet the Performance
Specifications.


 


Cross Over Ductwork - Refractory lined
metal Cross Over Ductwork for installation between the 4 X PGCs and 1 X SCC.


 


40

















 


Guillotine Valves - 4 x PGC Guillotine
Valves located between the PGCs and the SCC for controlling gas flows from PGCs
to the SCC.


 


Emergency By
Pass - 1 X System designed to allow release of flue gases in event of
emergency.


 


SCC Frame - 1 X Structural Steel frame for
supporting SCC from floor mounting only.


 


Flue Gas Recirculation System (FGRS) - 1 X
sub system of externally clad ductwork between the economiser and SCC with fan
and valves as specified by the Supplier to meet the Performance Specifications.


 


De - Nox System - 1 X Selective non-catalytic reduction urea
injection system for reduction of nitrogen oxides  within regulated limits.


 


PGC Under Air
and Over Air Fans - Two variable air flow fans for each PGC comprising a PGC
Under Air Fan and a PGC Over Air Fan as specified by the Supplier to meet the
Performance Specifications.


 


Secondary
Burner - providing the heat energy required to preheat the secondary chamber on
start-up and to maintain within a certain range a constant temperature in the
chamber, as specified by the Supplier to meet the Performance Specifications.


 


Secondary
Fans - two variable speed fans that supply auxiliary air for the combustion process,
as specified by the Supplier to meet the Performance Specifications, adjusted
using the automated control system.


 


Induced Draft Fan (“ID Fan”) - a variable speed
fan located after the flue gas treatment equipment and area, as specified by
the Supplier to meet the Performance Specifications.


 


4 X Process Control Panels - for PGC door
operation and interlock control, as specified by the
Supplier to meet the Performance Specifications.


 


1 X cBOSTM Main Control Panel (MCP) - for
the process control of the stages within PGC and the combustion within the SCC
to include safety circuits, interlocks and emergency shutdown systems, as
specified by the Supplier to meet the Performance Specifications


 


1 X cBOSTM ID Fan Control Panel - for
negative draft control and emissions dosing control, as specified by
the Supplier to meet the Performance Specifications.


 


Pressure Transmitters — a probe for
measuring and regulating pressure changes in the SCC, as specified by the
Supplier to meet the Performance Specifications.


 


41

















 


Software


 


The Software comprises the following:


 


1 X PLC Software - Proprietary software for
Programmable Logic Controllers to manage PGCs, SCC Combustion Control and
Emission Control Dosing, as specified by the
Supplier to meet the Performance Specifications


 


SCADA - Control room data capture and
reporting system and software, as specified by the
Supplier to meet the Performance Specifications.


 


Services


 


Design
Services


 


The Supplier
shall only undertake the Equipment design and specifications in relation to the
Gasification Area and Synthesis Gas Combustion Areas of the Waste
Facilities.  The Purchaser shall be
responsible for all other aspects and basis of design relating to the Waste
Facilities.


 


The design services to be provided by the
Supplier (“Design Services”) if requested by the
Purchaser and subject to payment of the Design Fee shall be:


 


·                  Equipment Layout Design - cBOSTM Equipment
layout design with civils’ loading and other Equipment layout integration


 


·                  Equipment Integration Design - interface
integration design of certain limited interfaces.


 


Save for the refractory of the Equipment and
without prejudice to Clause 3.3, the Purchaser hereby agrees to be responsible
for all other interfaces between the Equipment and other parts of the Waste
Facilities including but not limited to all electrical, hydraulic, water and
diesel connections, the interface from the metal structure insulated and
refractory lined that forms the transition from the SCC (“the SCC
Exit Duct work”) with any waste heat recovery system and the
interface between the SCC and the Flue Gas Recirculation System, the interface
between the SCC and the Ash doors and any Process Control System interfaces.


 


The Purchaser hereby agrees to provide the
Supplier with full access as required by the Supplier to the Waste Facilities,
the Equipment and the Software for the purposes of undertaking the refractory
of the Equipment.


 


42

















 


Other Services


 


The Supplier may also supply the following
additional services outside the scope of the Design Services, subject to
agreement with the Purchaser on both scope and price to be charged for such
additional services:


 


·                  Waste to Energy Facility Project Programme
Planning - delivery planning of equipment and services for the individual
facility construction project programme.


 


·                  Instrument Calibration - Post construction
prior to commissioning final inspection and calibration of instrumentation.


 


·                  Software Engineering - Loading of software
onto Programmable Logic Controllers (PLCs) and configuring for the control of
the Gasification Train.


 


·                  Construction Supervision - Experienced
plant engineer for construction inspections and consultation on equipment
installation.


 


·                  Change Management - Should there be the
occasion for changes due to omissions or errors from any supply, additional
engineering may be provided within a set number of engineering hours.


 


·                 Operations and Maintenance - Package of
documentation delivered and training of 3 engineers who can then train others
i.e. train the trainer.


 


·                  Monthly or annual inspection services.


 


Commissioning Services


 


The Supplier shall provide the
commissioning services in accordance with 
the commissioning schedule provided by the Supplier showing the
activities, the duration of those activities and the number of engineers involved
(“Commissioning Services”).


 


43

















 


Schedule 3


 


Schedule of
Charges


 


Fees


 


Licence Fee
of £300,000 (“Licence Fee”) payable by the
Purchaser to the Supplier per cBOSTM Gasification Train on placement of each
cBOSTM Gasification Train Order.


 


Design Fee of
£150,000 (“Design Fee”) per Order payable by the
Purchaser to the Supplier prior to commencement of any Design Services.


 


Equipment


 


Equipment shall
be charged to the Purchaser by the Supplier at actual cost to the Supplier
(including sub-contractors or third party costs and any costs of the Supplier)
of supplying such Equipment plus a mark up of 25% on the actual costs to be
agreed between the Parties in relation to each Order.  In establishing the cost of the Equipment,
the Parties shall make reference the to Target Price (as defined below) as the
baseline cost as adjusted in accordance with the remainder of this Schedule 3
together with any Order specific adjustments agreed between the Parties


 


Once the
relevant Order is accepted in accordance with Clause 7 the amount so calculated
and agreed shall, subject to any adjustment in accordance with Clause 9.8, be
the Supplier’s fixed entitlement to payment in respect of the Equipment for
such Order  (the “Equipment
Cost”) and shall be invoiced monthly to the Purchaser by the
Supplier in accordance with Clause 9.7.


 


Target Price


 


Without
prejudice to the foregoing, the Parties acknowledge the content of the letter
reference W2EAscot/MSA1 of event date herewith and signed by WEL for the
purpose of identification (the “Target Price Letter”),
describing (for the Purchaser’s information) a provisional Target Price for one
cBOSTM
Gasification Train as at the date of this Agreement (the “Target Price”).  The
Target Price shall be adjusted in accordance with Clauses 9.4 and 9.8 and
otherwise to reflect any demonstrable change in costs which are outside the
control of the Supplier including any increase in materials costs, labour
costs, or the costs or sums charged to the Supplier by its  subcontractor’s and suppliers; the cost of
changes to the design or specification of the Equipment or any other deviation
between the Equipment which is to be provided to the Purchaser under the Order
and that described in the Target Price Letter. 
The Supplier shall inform the Purchaser on request of the then current
Target Price taking such adjustments into account.


 


44

















 


Services


 


The Design Fee above
shall be in respect of the Design Services until Delivery.


 


Up to 60 days of
Commissioning Services by the Supplier’s Tiger Team provided the Purchaser pays
the Supplier £9000 per week plus expenses.


 


An annual
inspection for £15,000 plus expenses payable by the Purchaser to the Supplier
(if such inspection is requested by the Purchaser at its sole discretion)


 


Other Services
which are not Design Services or Commissioning Services may be provided by the
Supplier subject to agreement between the Parties on scope and charges.


 


Software


 


The charge for
Software shall be the Licence Fee for each Train on placement of the Order.


 


In addition,
programming updates may be provided free of charge for first three years from
the Commencement Date and thereafter for the sum of £25,000 per annum plus
expenses.


 


45
















 


Schedule 4


 


Liquidated Damages


 


Subject
to the maximum amount of liquidated damages in Clause 14.2, liquidated damages
for any item of Equipment or Software shall be calculated at a rate of 1 per
cent of the Charges (calculated in accordance with Schedule 3) for such item of
Equipment or Software only (excluding any Licence Fee and Design Fee and not
for those items of Equipment or Software which have been delivered on their
Delivery Date or for which the Delivery Date has not been reached) per week of
delay.


 


46

















 


Schedule 5


 


Commissioning Test


 


The commissioning process for the plant has 4 stages followed by
trials:


 


·                  Cold
Commissioning — Individual component testing


·                  Hot
Commissioning Stage 1 — Sub system testing


·                  Hot
Commissioning Stage 2 — Generating steam with gasoil


·                  Hot
Commissioning Stage 3 — Acceptance first waste


·                  Waste
to Energy Facility Trials


 


Cold commissioning — Individual component
testing


 


During this stage individual components are tested such as cables,
limit switches and connections to in panels and PLC ́s.


 


Hot commissioning stage 1— Sub system testing


 


During this stage all sub-systems such as fan systems, hydraulic
systems and burner functions are test run and communication between these
devises and the PLC ensured.  At this
stage burners are only run for a very short time just to make sure all
connections are properly made and ignition possible.


 


Hot commissioning stage 2 — Generating steam
with Gasoil


 


At this stage the fans and burners in the Secondary combustion chamber
are first commissioned and the air and fuel ratios adjusted for all burner
stages.  The secondary air fans will also
during that time be commissioned, although some fine tuning will need to be
done when waste is processed.


 


The cBOSTM Gasification Train cannot be tested or run in isolation from
the rest of the plant therefore listed below are the system checks and
procedures that need to be followed to bring a complete facility into
operation.


 


It is the Purchaser’s responsibility to make sure that the
Commissioning Tests can commence and be undertaken at all times. It is the
Suppliers responsibility to carry out the test listed below relating to their
supplied Equipment only.


 


47

















 


Sequence of hot commissioning


 


Each Party shall carry out the following tests which are marked as
their responsibility and confirm completion by signature/initials.
Deviations/comments shall be revealed in accordance with table below.


 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1) Confirm that the boiler plant is filled with demineralised water
  and is ready to operate. 

   

  Confirm that all support systems for the boiler including water make
  up and chemical dosing are ready and available for use.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2) Confirm that all utilities are available and commissioned and are
  sufficient for the Commissioning Tests to be undertaken.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3) Confirm that the cooling tower is operating and circulating water
  to all users.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4) Confirm that the instrumentation in the turbine system which is
  required to control steam pressure via operation of the steam dump valve is
  operational.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5) Confirm that the turbine system is appropriately isolated if this
  is not to be commissioned at this time.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6) Liaise with other third party suppliers for commissioning
  activities on the boiler system who are responsible for the 

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


48

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  commissioning tests on these items and recording the results. Where
  such tests are conducted before the Commissioning Services, confirm that such
  tests have been passed. 

   

  If chemical boil out is the first activity confirm that all necessary
  chemicals are charged.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7) Confirm that the boiler system is ready to accept heat before
  proceeding.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8) Start the ID fan initially in manual mode and then establish
  pressure control in automatic mode.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9) Open up guillotine damper and test run under and over air fans of
  each PGC in manual mode. Then shut down fans and close guillotine damper of
  each PGC.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10) Start SCC fans in manual mode, switch over to manual mode and set
  target temperature close to what the actual measured temperature is in the
  chamber at that moment, repeat as necessary. After assessing temperature
  control functionality modify PID control settings as the Supplier considers
  necessary. Also, set minimum fan speed to 5Hz during normal operation. Upon
  completion of these initial control settings shut down the SCC fans.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


49

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11) Confirm with W2E that the gasification train and flue gas
  treatment systems are ready to begin heating before proceeding.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12) Start the baghouse system. On start-up of the baghouse system the
  following equipment and sub-systems will be started automatically;
  recirculation and disposal rotary valves on inclined screw conveyor, inclined
  screw conveyor, two baghouse bottom hoppers screw conveyors (these things are
  run conditioned in reverse order, i.e. if the rotary valves are not running
  the screw conveyor cannot start and so on). Further, following items are also
  started automatically when the baghouse system is started; reverse jet
  pulsing system, sodium bicarbonate dosing system, PAC dosing system. Speed
  setting on re-circulation rotary valve has to be set, initial setting 30 Hz.
  Pulse time and waiting time need to be set, initial setting is pulse time
  0.25 sec and waiting time to max. Target setting and minimum settings need to
  be done for the Bicarbonate and manual dosing setting for PAC control system.
  Initial settings will be for half the legislative daily averages maximum
  limits for both HCl and SO2. Minimum
  settings are to be set at 5Hz. Load 2-3 tonnes of bicarbonate and 200-300 kg
  of PAC into each baghouse and use full recirculation speed. Start bottom
  baghouse heater. Run the system for 2 hours. Shutdown and inspect the clean
  side of the filter for leaks. 

  	
   

  	
  W2e 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Parties agree that the Baghouse filter or equivalent for the
  collection of particulate within the flue gas within WID limits are to be
  supplied by the Purchaser

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


50
















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13) Commission each PGC burner while having the emergency by-pass
  damper open and the guillotine damper on each PGC open.  Adjust air/fuel ratio on the burners and
  test automatic burner control.

   

  Upon completion of commissioning of all PGC burners they are shut
  down and all guillotine dampers closed.

   

  Following, commission the SCC burners, also with by-pass stack
  open.  Adjust air/fuel ratio for all
  stages as necessary, test automatic burner control and adjust initial control
  settings.  Upon completion of this
  commissioning procedure, initial warm-up of the boiler can commence.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14) Continue heating and follow the recommended temperature profile
  required for final curing of the refractory.

   

  Liaise with Purchaser who will then liaise with other third party
  suppliers to ensure that the correct profile for the boil out is also
  followed.

  	
   

  	
  W2e / Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15) As part of the chemical boil out it will be necessary to stop
  heating so that the boiler can be drained, cooled and flushed. During this
  time continue with any tests below that do not require heat, if possible.

  	
   

  	
  W2e / Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16) Confirm that the chemical boil out is complete.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


51

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17) Apply heat and raise steam for statutory boiler tests and steam
  line blowing. Stop/start heating as requested.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18) Confirm with the Inspector that all statutory tests are complete
  and satisfactory.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19) Confirm that all pipe lines that are to be cleaned by steam
  blowing have been successfully blown.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20) Apply heat to the system and allow tuning of the Waste Heat
  Recovery Package control loops by varying the heat flow.

  	
   

  	
  W2e / Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21) Test all the boiler system alarms and trips.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22) Confirm that the basic commissioning of the boiler system is
  complete. Priority can now be given to the following tests.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The following tests do not necessarily have to be done in the order
  listed.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


52

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23) Confirm correct operation of the condenser and cooling tower
  system under load. Adjust fan set points as appropriate.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24) Check operation of the PGC burners and controls. Adjust fuel/air
  ratio as necessary.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25) Check operation of the PGC air fans and controls. Adjust settings
  if necessary.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26) Check operation of the PGC individual stage
  controls temperature control system.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27) Check operation of the valves in the crossover ducts when the SCC
  is at operational temperature and the individual PGC is in the off mode.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28) The SCC burners and controls will be set up such that the
  temperature exiting the SCC is maintained at a temperature of not less than
  1100°C.

   

  The burners are multi stage burners. 
  The number of active stages are varied depending on the temperature in
  the SSC.  The burners will be at
  maximum when the temperature has dropped 10 degrees below normal operation
  temperature which is 1120°C.  They will
  reduce the number of stages as the temperature increases and shut off
  entirely when the temperature has reached the operation set 

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


53

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  point again.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29) Tune the SCC air fans controller. Assess the minimum speed
  setting and adjust as necessary. Initial minimum speed setting is 5Hz.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30) Check operation of the ID fan and control system.

   

  Vary the air flows from the PGC and SCC fans and tune the control
  system to respond to the resulting pressure/flow fluctuations.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31) Pre-commission the DeNOx system with water, inspect spray.  Following commission the DeNOx equipment
  with maximum dilution urea and water mixture.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32) Start the Flue gas recirculation fan and establish
  recirculation.  The control system will
  vary the speed of the fan to be equal to the speed of the systems ID fan.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33) Check operation of the filter conveyor and solids discharge
  system under normal operating temperatures.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34) Confirm correct operation of the oxygen analyser.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


54

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35) Confirm correct operation of the CEMS sampling and analysers.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36) Test all interlocks and trips on the PGC and SCC. Append test
  sheets to this record.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37) Test all interlocks which open the emergency vent. Append test
  sheets to this record.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38) Test all interlocks which set the gasifiers into turn down mode.
  Append test sheets to this record.

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39) Carry out a full check of the control sequence for each PGC for
  the Sequential Batch Mode.

   

  Gasification Chamber A:

   

  Gasification Chamber B:

   

  Gasification Chamber C:

   

  Gasification Chamber D:

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40) Carry out a full check of the control sequence for each PGC for
  the Multiple Chamber Operation Mode.

   

  Gasification Chamber A:

   

  Gasification Chamber B:

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


55

















 


	
  Procedure

  	
   

  	
  Responsibility

  	
   

  	
  Yes/No

  	
   

  	
  Initial

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gasification Chamber C:

   

  Gasification Chamber D:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41) Carry out a full check of the control sequence for each PGC for
  the Single Chamber Operation Mode.

   

  Gasification Chamber A:

   

  Gasification Chamber B:

   

  Gasification Chamber C:

   

  Gasification Chamber D:

  	
   

  	
  W2e

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42) Confirm the plant is now ready to receive waste.

  	
   

  	
  Purchaser

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Waste to Energy Facility Trials - Testing
Adjusting and Balancing


 


The purpose is to finalise to the satisfaction of the Supplier the
automatic running of the plant for normal operations where the PGCs will each
run through their normal 5 stage cycle; ignition, gasification, carbon
reduction, cool down and off.


 


56
















 


Schedule 6


 


Factory Acceptance Test


 


The Factory Acceptance Tests shall be as specified
by the Supplier to meet the Performance Specifications.


 


Unless otherwise specified by the Supplier, the
Factory Acceptance Test will be undertaken by the Supplier in 4 parts:


 


1. Component Parts


 


a) No material physical damage


 


b) Quantity correct


 


c) Order description matches Equipment and Software
Supplied.


 


2. Weld Inspection


 


Inspection shall be performed normally by Supplier.


 


The Supplier shall verify all welding activities,
at the applicable stages, are in accordance with applicable weld
specifications, procedures and instructions.


 


Non-destructive Examination


 


The non-destructive examination techniques used may
include:


 


·                  Ultrasonic
examination


 


·                  Radiographic examination


 


·                  Magnetic
particle inspection


 


·                  Dye penetrant
inspection


 


·                  Visual
examination


 


57

















 


3.  Surface
Protection


 


This inspection, as detailed in the applicable tier
3 procedures, includes the inspection of surfaces prior to and after
application of the paint or other protective coat.


 


After preparation and prior to painting, the
surfaces shall be clean and free from weld spatter, foreign material, oil and
grease and otherwise compatible with applicable paint.


 


The paint thickness per layer shall be checked by
the Supplier where critical and the drying / curing time confirmed to meet the
specified requirements.


 


On completion the final total dry-film-thickness
(DFT) shall be checked.


 


4. Dimensional Inspection


 


This inspection, as detailed in applicable tier 3
procedures, is to ensure:


 


a) product conforms to applicable specifications
for lengths, straightness and levels as specified by the Supplier.


 


b) any deviations from acceptance criteria are identified,
recorded and the necessary corrective action taken at the earliest possible
stage to minimise the effects. Detailed measurements shall be taken during
machining, cutting, fabrication and erection of assemblies.


 


Measuring equipment shall be selected to suit the
specific application and shall have a current calibration record to the
specified standard.


 


Provided the Supplier has undertaken the Factory
Acceptance Tests, the Supplier shall issue a Factory Acceptance Certificate.


 


58

















 


Schedule 7


 


Purchaser Obligations
and Performance Specifications


 


The Supplier shall only be responsible for meeting
the performance specifications for the Equipment and Software supplied by the
Supplier.  The Parties acknowledge that
the Waste Facility in its entirety, save of the Equipment and Software supplied
by the Supplier. is the responsibility of the Purchaser.  The Parties also agree that the Purchaser has
certain obligations in relation to the Performance Specification and that the
Performance Specifications shall only apply to the Supplier to the extent the
Purchaser has met all of its obligations under Part 2 of this Schedule 7.


 


Part 1: 
Performance Specifications


 


The Supplier shall determine and provide the Purchaser
with performance specification for the Equipment and Software supplied in
respect of each Order.


 


Waste Incineration Directive


 


The Equipment shall, where and to the extent
applicable, comply with the EU Waste Incineration Directive (2000/76/EC) save that the
Supplier shall have no responsibility for compliance of the Waste Facility  generally with such directive.


 


Lubrication


 


Components
forming part of the Equipment requiring manual lubrication shall be provided
with greasing nipples of an appropriate type as determined by the Supplier and
located external to any guards.


 


Nameplates
and Labels


 


Instruction
plates, nameplates and labels shall be provided for the Equipment giving
particulars of duty, size, serial number and information for identification and
operation.  The information shall be
engraved on a 3mm thick laminated white/black/white aluminium or alloy plate
with reference letters and numerals not less than 4mm and 8mm high
respectively, or as otherwise determined by the Supplier.


 


Painting
Specification


 


This
specification covers the minimum requirements for the surface preparation and
painting of Equipment and structural steelwork and identification of non-buried
pipelines. Equipment supplied with a “Manufacturers Standard” paint specification,
shall be assessed by the 


 


59

















 


Purchaser
to gauge its suitability for the proposed environment. Where the “Manufacturers
Standard” paint specification is deemed by the Supplier to be unsuitable for a
particular environment it may be enhanced in accordance with this
specification. This specification does not relieve the Supplier of the
responsibility for complying with any statutory regulations.


 


Temperature
Instruments


 


The
Supplier shall provide temperature instruments in the Gasification Trains.


 


Part 2: Purchaser’s
Obligations


 


General


 


The
Purchaser shall be responsible for fasteners, fastenings to concrete and
masonary, baseplates, setting of equipment, preparation for shipment, material
delivery storage and protection, cleaning, structural steel, supports,
walkways, platforms, handrails, walkways, stairways, ladders, stanchions,
handrails, edge protection, protective treatment, civil/anchor bolts for the
Waste Facility including, without limitation, as more particularly described
below.


 


Waste


 


The
Purchaser acknowledges that there are restrictions in the wastes that can be
processed, the materials that can be used for construction, operating
parameters, by-products that can be created and how they are treated especially
gaseous emissions to atmosphere.  The
Purchaser shall comply with all handbooks, operating manuals and other
instructions from the Supplier in relation to these matters including any
requirements relating to the waste characteristics and processing ranges.


 


Without
prejudice to any specific requirements identified by the Supplier, the
Purchaser shall ensure that waste for processing is within the following
ranges:


 


	
   

  	
   

  	
   

  	
   

  	
  Individual waste 

  range

  	
   

  	
  PGC mixed waste 

  feed range

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total throughput

  	
   

  	
  Tpd

  	
   

  	
  60 (per cBOSTM Gasification Traim)

  	
   

  	
   

  
	
  Net calorific value

  	
   

  	
  Kj/kg

  	
   

  	
  0 to 43000

  	
   

  	
  6000 to 20000

  
	
  Bulk density

  	
   

  	
  Kg/m3

  	
   

  	
  50 to 1000

  	
   

  	
  80 to 350

  



 


60

















 


Ash Unloading


 


The
Purchaser shall be solely responsible for the design of the ash unloading and
conveyor system and for ensuring that it is capable of handling the ash
generated from the specific waste or material used by the Purchaser.  Without limitation to the generality of the
foregoing, the Purchaser shall ensure that, and shall be responsible for
ensuring that:


 


·                  Large waste items
are broken down prior to being added to the gasifiers.


 


·                  Large waste items
that are not combustible are removed from the waste stream.


 


·                  Large items of
dense waste, such as wooden railway sleepers and trees trunks, are shredded
on-site prior to being fed into the gasifiers.


 


Corrosion


 


The
Purchaser shall ensure the prevention of corrosion due to bimetallic corrosion
or the close proximity to the Equipment of dissimilar metals.   The Purchaser shall ensure that protection
against corrosion through electrolytic action or differences in electrical
potential, shall be afforded by electroplating, suitable gaskets, cathodic
protection or other effective means.


 


Protection of
Moving Parts


 


The
Purchaser shall ensure that all moving parts accessible to operational
personnel are protected and suitably guarded in accordance with a national
safety of machine standards. All guards shall facilitate easy removal, by a
maximum of two persons, without undue strain. At all times that the Equipment
is in operation all guards shall be securely fixed using a fixing method that
can only be released with the aid of a special tool, e.g. bolted on guards.
Where a suitable electrical power supply is available, guards shall be fitted
by the Purchaser with interlocking systems based on the use of limit switches.
In the case of hinged guards the switches shall be operated by rotary cams
mounted on the hinge axis, and for sliding guards the switches shall be
operated by a linear cam. In all cases switches shall be fitted and wired to
produce a ‘fail safe’ system. Captive-key interlock systems may be used to
ensure that electrical power has been isolated before guards can be removed.
The captive key may also be the special tool required to release the guards.
The captive key shall be locked in the isolator and shall only be removed by
isolating the power supply.


 


61

















 


Lubrication


 


The
Purchaser shall be responsible for lubrication. All bearing surfaces shall be
properly charged by the Purchaser with grease before the plant is operated and
as required during operation.


 


The
Purchaser shall provide a remotely mounted electrically operated lubricator of
an appropriate type to serve components, if any (including components of the
Equipment), that require continuous lubrication by external mechanical means.
The lubrication tubes, if any, shall be of a material suitable for its
application and shall not be less than 6mm bore. The tubes shall be securely
clipped to the structure and be easily accessible at all times.


 


Frost
Protection


 


The
Purchaser shall ensure that all plant (including the Equipment) is adequately
protected against damage from freezing and/or sub-zero temperatures using an
approved means of insulation. Where lagging is used, the Purchaser shall ensure
that it is suitable for outside installation and completely impervious to all
weather and atmospheric conditions on the works.


 


Electrical/ICA Equipment


 


GENERAL


 


Electrical
Connection


 


The
Purchaser shall provide a distribution network and substation located at the
site.  A switchboard will be supplied by
the Purchaser close to this substation, and will include a metered circuit
breaker to accommodate the main connection circuit.


 


A
diesel generator will be provided by the Purchaser for emergency power and this
will feed a separate panel that will normally be supplied from the mains
transformer but will automatically switch to diesel on power failure.


 


The
Purchaser shall provide a suitable supply cable to the MCCs.


 


Electrical /
ICA Equipment


 


The
Purchaser shall provide and be responsible for, without limitation, the
following:


 


·                  Supply,
installation and testing of all electric cables.


·                  Supply and
installation of all supports for above including tray work, brackets and clips.


 


62

















 


·                  Supply and
installation of any distribution board suitable where necessary for any
hazardous areas.


·                  Supply and
installation of any junction boxes.


·                  Supply,
installation and pressure testing of pneumatic pipework for any pneumatically
operated valves.


·                  Supply and
installation of all terminations, including glands, wire markers, shrouds, etc.


·                  Testing of all
instrument loops, electrical cables, etc.


·                  Supply and
installation of cable labels.


·                  Supply and
installation of traffolyte labels for all field instruments, etc.


·                  Supply and
installation of supplementary earthing.


·                  Fire stops for
all cable egress into switchrooms.


·                  Scaffolding and
craneage for erection of electrical equipment /cabling


·                  Supply off CEMS
system for each of the 2 streams.


·                  Supply,
installation and testing of ESD systems as required by any SIL or safety
assessment.


·                  Supply,
installation and testing of  MCCs


 


Secure AC
System


 


The
Purchaser shall provide a 400/230v AC, un-interruptible power supply (UPS)
system to the satisfaction of the Supplier. The UPS system shall have a suitable
a manual control bypass facilities to enable an inverter or static switch to be
taken out of service without loss of output.


 


The
inverter shall be fan cooled.


 


CABLES AND
CABLE INSTALLATION


 


Cables


 


The
Purchaser shall supply and complete all cables required for interconnection of
all Equipment and all other parts of the Waste Facility.  Cable cores shall be of copper or aluminium.
The insulation shall be either XLPE or PVC.


 


The
Purchaser shall ensure that:


 


·                  with the exception of selected cables such
as cables run in conduit and MICC cables all cables shall be armoured.


 


·                  Control cables shall be segregated from
power cables.


 


63

















 


Cable
Installation


 


The
Purchaser shall design and provide all major cable/ladder tray routes and
supports.  The Purchaser shall ensure
that all:


 


·                  all cables, which are not directly buried
or laid in ducts shall be adequately supported.


 


·                  supports are of adequate strength for the
weight of the cable tray, load and span conditions.


 


·                  cable trays are capable of carrying cables
with a maximum deflection of 12mm at any point.


 


·                  the cable tray and ladder routing does not
clash with structural steel, piping, insulation, and equipment does not
obstruct access ways.


 


The
Purchaser shall ensure that:


 


·                  Cable trays are continuously bonded.


 


·                  Where possible all cables are run above
ground.


 


·                  All brass cable glands are fitted with PVC
shrouds.


 


·                  All cables and cores are terminated and
ferruled via a Proprietary identification system. Each cable shall be fitted
with approved identification bands at each end.


 


·                  Cable screens are isolated from earth at
the field instrument, are continuous through to the remote I/O panels and
earthed only there.


 


·                  Junction boxes are rated IP65 where used
outside and have a minimum rating of IP54 where used indoors.  They shall be made of polypropylene or
alternative material suitable for the environment.


 


EARTHING


 


The
Purchaser shall provide an earthing and equi-potential earthing system
generally comprising of earth bars located at various locations around the
Plant which shall be earthed via an earth bar in the MCC/Control room back to
the MCC.


 


The
Purchaser shall ensure that all electrical consumers, motor casings, columns,
steel structures, electrical traywork, etc. shall are connected to the earthing
system.


 


64

















 


The
Purchaser shall provide all main structures with lightning protection by means
of copper tape earthed down to earth pits.


 


LIGHTING/SMALL
POWER AND SERVICES


 


Lighting


 


The
Purchaser shall provide adequate and appropriate operational and emergency
lighting. The Purchaser is responsible for the supply and operation of all
lighting required to the Supplier’s satisfaction during construction and
testing.


 


Small Power


 


The
Purchaser shall provide appropriate small power and welding sockets. The
Purchaser shall provide and is responsible for the supply and operation of all
small power required during construction and testing.


 


Weighing
Facilities


 


The
Purchaser is responsible for supplying any process or vehicle weighing
equipment necessary for plant operation.


 


Security/Access


 


The
Purchaser shall provide security monitoring and access systems including intruder
cameras, CCTV and electric doors.


 


Temperature
Instruments


 


The
Purchaser shall provide and be responsible for all temperature instruments
other than those used in the Gasification Trains.


 


OUTPUT
FLUE GASES


 


The
Purchaser shall treat all flue gases prior to their release to atmosphere.


 


The
Purchaser shall provide a properly sized stack to regulate the flow of flue
gases to atmosphere.


 


The
Purchaser will provide the waste heat recovery package to generate steam or
superheated steam.


 


65

















 


PURCHASER
DESIGN


 


The Purchaser
shall be responsible for the design of the operational parameters, plant layout
requirements and utilities and chemical requirements all of which shall be
subject to the agreement of the Supplier.


 


TESTING
FEED STOCK


 


The
Purchaser shall ensure that there is sufficient waste feed stock of the correct
type to enable the tests described in Schedules 5 and 6 or as otherwise
identified by the Supplier to be performed by the Supplier.


 


INTERNET
CONNECTION


 


The
Purchaser shall provide a dedicated, uninterrupted internet connection of a
suitable specification (including but not limited to sufficient bandwidth as
determined by the Supplier in relation to each Order) to enable the Supplier to
connect to the control panels referred to in Schedule 2 and to otherwise
perform its obligations under this Agreement.


 


66