Terms and Conditions
Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Ethical Forestry Ltd's relationship with you in relation to this website.
This contract is made between you, or your pension trustees on your behalf under a power of attorney, hereafter defined as “the Buyer” and Ethical Forestry Limited, a company registered in England and Wales under company number 06455149 of 80 Holdenhurst Road, Bournemouth, Dorset, BH8 8AQ hereafter known as “Ethical Forestry”.
CAPACITY
Where the Buyer enters this contract through the intervention of a person duly appointed by power of attorney, the person signing under the power of attorney will not assume any personal responsibility under this contract but merely signs for and on behalf of the Buyer. A copy of the power of attorney must be provided to Ethical Forestry within seven days of the date on which this contract is entered into. If bought through a pension, the liability of the pension trustees is at all times limited to the assets of the pension arrangement for which it is entering into this contract.
BACKGROUND TO THE CONTRACT
A. Ethical Forestry is a company dealing in forestry rights in Costa Rica.
B. The Buyer wishes to purchase the rights to grow, harvest and sell crops now growing or shortly to be planted on land located in Costa Rica.
TERMS
1. The Land
1.1 Ethical Forestry shall select land in Costa Rica for the planting of trees on behalf of the Buyer (“the Land”). Such selection shall be entirely Ethical Forestry’s decision but Ethical Forestry warrants that the Land will be suitable for growing trees.
1.2 Ethical Forestry shall notify the Buyer of the location of the Land, including its title reference issued by the Costa Rican Land Registry and the GPS coordinates marking the position of the trees on the site, within 12 months of entering into this Agreement.
1.3 Ethical Forestry warrants that it has the authority of the registered owner of the Land to grant Cropping Rights (as defined in Clause 2.2 below) in relation to the Land.
2. The Crops
2.1 Ethical Forestry shall, if it has not already done so, plant trees upon the Land (the Crops). Ethical Forestry shall notify the Buyer of the number and species of the Crops planted on the Land within 12 months of entering into this Agreement.
2.2 Ethical Forestry shall procure the issue of contractual rights to access the Land for the purpose of planting, tending and harvesting the Crops by the owner of the Land to the Buyer (“the Cropping Rights”) within 12 months.
2.3 The Buyer agrees that it has no right or claim to any trees, lumber, or proceeds other than those specific trees within the GPS co-ordinates notified under Clause 1.2.
2.4 Ethical Forestry shall use its best professional expertise to nurture the Crops for a set period of up to 12 years dependent on species, from the date of planting, or until the Buyer decides to harvest the Crops, whichever shall be the sooner (“the Cropping Period”). Ethical Forestry shall notify the Buyer of the set period within 12 Months of entering into this Agreement.
2.5 Ethical Forestry warrants that the Crops are or will, when planted, and for their first three years following planting, be healthy and suitable for the location in which they are planted but (other than as a result of its negligent lack of professional skill when tending the Crops) accepts no liability in respect of the Crops’ growth thereafter.
2.6 Some of the Crops will need to be harvested before the final harvest to make room for the remaining trees to keep growing. In consultation with a forester, Ethical Forestry will advise the Buyer as to how much of the Crops should be removed in each of the selected harvests. Factors that will be taken into consideration include, but are not limited to, the growth profile and size of the Crops to be thinned and the prospects for improved growth of the rest of the Crops.
2.7 At any time during the Cropping Period, Ethical Forestry or the Buyer may propose the harvesting and sale of all or part of the Crops. At the request of the Buyer, Ethical Forestry shall obtain a valuation of the Crops by a qualified, government-registered forestry engineer. On receipt of the valuation, the Buyer shall either authorise Ethical Forestry to proceed with harvesting and sale of the Crops, authorise a third party to do so, or decide not to proceed with harvesting.
2.8 Ethical Forestry shall harvest and sell any Crops remaining at the end of the Cropping Period during the next harvest season and shall not be required to obtain authorisation from the Buyer or any prior valuation.
2.9 Immediately prior to the time of harvest, Ethical Forestry Timber Exports S.A. will buy the trees off the Seller and guarantee to pay the net proceeds under this contract to the Buyer within a reasonable timescale. - Normally within 14 days from cleared funds. This valuation will be performed by a qualified independent government registered forestry consultant.
2.10 Ownership of the saplings will transfer from the Sellers to the Buyers once the saplings are six months old. This will ensure any losses during transplant from the nursery to the field are held by the Sellers.
2.11 Where the Buyer authorises Ethical Forestry to harvest and sell the Crops, Ethical Forestry shall be entitled to deduct a sum equal to six per cent of the sale proceeds as an administration charge. It shall then deduct from the remaining sale proceeds all taxes, third party fees and other similar expenses related to the sale of the Crops but all other expenses in connection with the planting and care of the Crops shall be born by Ethical Forestry. Ethical Forestry shall pay the net proceeds to the Buyer within a reasonable timescale (normally within 14 days of the funds clearing)
2.12 Where the Buyer authorises a third party harvester to harvest and sell the Crops, Ethical Forestry shall have no responsibility to collect or account for the proceeds of such sale. The Buyer shall fully indemnify Ethical Forestry in respect of any claims made by the Land owner against Ethical Forestry in respect of any damage to roads or any other infrastructure, other trees or plants, or injury or death to any person, caused by such third party harvester whilst on the Land.
2.13 The Buyer shall assist Ethical Forestry by completing any necessary paperwork and/or other formalities reasonably required in connection with the planting, growth, harvesting and sale of the Crops under this contract.
2.14 Ethical Forestry reserve the right to replace the species of tree planted with a suitable replacement should the planting of the chosen species be unavailable for any reason. Ethical Forestry will use its best endeavour to ensure the chosen species is planted.
3. The Reforestation and Preservation of the Forest
3.1 Once the Crops, and other crops on neighbouring land sold to other people on contracts similar to this contract, have been harvested, Ethical Forestry shall, at its expense, replant the Land with trees and shrubs to a design and plan chosen entirely at its discretion.
3.2 Once the Land has been replanted Ethical Forestry shall, without charge to the Buyer and at its own expense, manage
it as a sustainable forest and use its reasonable endeavours’’ to secure the long term use of the land only for this purpose.
4. The Price
4.1 The price of the Cropping Rights and the subsequent reforestation of the Land shall be the fixed sum specified overleaf (“the Price”).
4.2 The Price shall be paid in full, immediately after the Buyer enters into this contract by a cheque, sent to the address on the order form or an electronic funds transfer into the following account:
Bank: National Westminster Bank Plc
Sort code: 56-00-35
Account number: 28414268
Account name: Ethical Forestry Ltd
Reference: EF/Your Surname/Contract Number
IBAN number: GB54 NWBK 5600 3528 4142 68
SwiftBIC: NWBKGB2L
5. Disclaimers
5.1 The Buyer confirms that he/she has taken all the legal advice he/she feels appropriate before entering into this agreement.
5.2 Subject to the Buyer’s rights to authorise the valuation, harvesting and sale of Crops, Ethical Forestry shall exclusively make all decisions about the Crops, including without limitation decisions related to the planting and care of the Crops, and, where Ethical Forestry is authorised to harvest Crops, the transportation, processing and sale of the harvested Crops. Ethical Forestry shall make all such decisions in good faith and with reasonable care.
5.3 The Buyer agrees that Ethical Forestry may rely upon the advice of foresters or others experienced in the affairs of planting, growing, caring for, or harvesting trees, and processing and marketing of timber, and that any decisions that Ethical Forestry may make upon the advice of such persons, or any decisions it may make regarding the Crops, will be deemed conclusively to have been made in good faith and with reasonable care and prudence. The Buyer agrees to hold Ethical Forestry, and its officers, stockholders, agents, representatives, employees, and other tree owners, harmless for acts of God, Natural Disasters, Wildlife damage and for accidents, and further agrees that he/she will not seek to hold Ethical Forestry liable for direct, indirect, or consequential damages in respect of the same.
5.4 Ethical Forestry warrants that the plantations have public liability insurance.
5.5 The Buyer also agrees to hold Ethical Forestry, and its agents, officers, stockholders, representatives, employees, and other tree owners, harmless if the Buyer incurs any injury, loss, damage, or expense arising out of this agreement or the use of the harvested Crops, or while in, on, or near Ethical Forestry tree plantations, offices, property, animals, or vehicles, or while at or near any sawmill or while using any accommodation that Ethical Forestry suggests or arranges, or while travelling to or from Costa Rica or visiting Ethical Forestry plantations.
5.6 The Buyer understands and agree that there are no warranties express or implied other than the guarantees and promises contained in this agreement, and that Ethical Forestry cannot guarantee the growth or value of your trees, or the quality, quantity, or value of timber they produce. The Buyer agrees that in any and every event Ethical Forestry’s liability to the Buyer is limited to the Price the Buyer has paid Ethical Forestry.
5.7 The projections and explanation notes included with any promotional materials or with any correspondence are provided for the Buyer to better understand the process of growing and harvesting tropical trees. Whilst Ethical Forestry believes these estimates of growth, costs and yields to be fair and reasonable, Ethical Forestry cannot guarantee the future value or growth of the Crops. Ethical Forestry encourages the Buyer to seek the counsel of an independent professional who can evaluate the reasonableness and accuracy of these projections.
6. Withholding Tax
There is currently a 15% withholding tax on all income taken out of Costa Rica. This tax will be applied to the net proceeds at source. The Buyer agrees that it is the Buyer’s responsibility to reclaim any withholding tax paid in error and there is no obligation on Ethical Forestry to alter any terms of this agreement or carry out any other steps to ensure that the withholding tax can be legitimately avoided by offsetting against the Buyer’s UK tax. The Buyer should seek independent taxation advice on this matter.
7. Subrogation of Rights & Onwards Sale
7.1 The Buyer shall be permitted to subrogate its rights under this contract to third parties, subject to the Buyer obtaining Ethical Forestry’s prior written consent to the transaction, such consent not to be unreasonably withheld.
7.2 The Buyer shall be responsible for paying Ethical Forestry’s reasonable legal expenses and other costs incurred in connection with his/her subrogation of this contract, which are agreed as £500. The Buyer will also be responsible for paying his/her own estate agents’, legal and other fees and expenses in relation to that transaction.
7.3 Ethical Forestry shall be entitled to subrogate their rights under this contract and/or sub-contract their responsibilities under this contract but it shall remain liable for its obligations under this contract as if it had performed such duties itself.
8. Administration & Interpretation
8.1 The Buyer and Ethical Forestry acknowledge that this contract contains the entire agreement between the parties and that they have not relied on any statements, written or oral, that are not included in this contract.
8.2 This agreement replaces completely any earlier agreements made between the parties in relation to the subject matter of this contract.
8.3 Changes to this contract may only be made and agreed in writing.
8.4 If any clause in this contract is determined by a court of competent jurisdiction to be unenforceable then the rest of this contract shall survive and shall be interpreted by the court so as to give effect as closely as possible to the wishes of the parties as revealed by the overall terms of this contract.
8.5 The Buyer and Ethical Forestry each hereby expressly declare and confirm that the address given by them in this contract shall be deemed their valid legal address and that any legal or other papers sent to that address shall be deemed as properly and legally notified unless the party to whom the papers are sent has previously notified their change of address to the other.
8.6 All notifications required under this contract shall be in writing and sent by recorded delivery mail or equivalent, by fax with electronic or other proof of delivery, by email with electronic or other proof of the email having been delivered, or in any other way agreed by the parties.
8.7 This contract may be signed in any number of copies, each of which need not necessarily be signed by the Buyer and Ethical Forestry, which shall be taken together and treated as one contract, and it is expressly agreed that this contract shall be brought into legal effect by the Buyer and Ethical Forestry sending to each other party a copy of the contract signed by the sending party, or by the Buyer offering to enter the contract by accepting these terms and conditions electronically and Ethical Forestry sending an acceptance of such offer to the Buyer.
9. Law and Jurisdiction
This contract shall be subject to Costa Rican law and to the exclusive jurisdiction of the Costa Rican courts.
10. Accumulator
Buyers selecting the accumulator option have opted-in for the proceeds from each harvest being reinvested into the purchase of additional trees at the rate applicable at time of reinvestment. Ethical Forestry will always inform investors when and how much will be reinvested and the buyers have the rights not to reinvest at any time, subject to 30 days written notice.
EF-MEL-TC-V2.1
