1.
Services
1.1
Transwaste shall, in consideration of the Fees, hire the Container (if applicable) and provide the Services to the Customer for the Term in accordance with the terms of this Agreement.
1.2
Time shall not be of the essence in respect of this Agreement.
2.
Duration
2.1
Subject to Clauses 2.2 and 8, this Agreement shall commence on the Commencement Date and continue until the later of (a) expiration of Term or (b) the expiry of 3 months’ written notice given by either party to the other after the expiration of the Term.
2.2
Commencement of the Services on the Commencement Date is subject to Transwaste approving the setting up of a customer account. If for any reason an account is refused, this Agreement shall terminate immediately without liability.
3.
Fees and Payment
3.1
In return for the Services, the Customer shall pay the Fees throughout the Term in accordance with the terms of this Agreement.
3.2
VAT, taxes or levies relevant/resulting from the provision of Services or the hire of the Container (if applicable) will be added to the Fees and paid at the rate prescribed from time to time.
3.3
The Fees may be upwardly adjusted to take into account any increase in any of the Transwaste service providers’ transport, operating, disposal or other costs incurred in providing the Services or the hire of any Container, technical changes, any new legislation or regulation coming into effect after the date of the Agreement which results in an increase to Transwaste’s costs/expenses.
3.4
The Customer will pay Transwaste’s invoices in accordance with clause 3 hereof within 28 days of the invoice date (the ‘Due Date’) without deduction or set off.
3.5
If the Customer fails to pay any amount by the Due Date then, without prejudice to Clause 8, that outstanding amount shall bear interest at 5% per annum above HSBC Bank PLC base rate from time to time calculated on a daily basis from the Due Date until the full amount has been paid in cleared funds and Transwaste shall be entitled to suspend provision of the Services and the hire of the Container (if applicable) until such time.
4.
Changes to the Services
4.1
If the Customer requires changes to the Services or the hire of the Container (if applicable) it may put a request in writing. Transwaste shall use reasonable endeavours (but shall not be obliged) to comply with any such requests.
4.2
Any collections/deliveries in excess of the Services or the hire of any Container in addition to the Container(s) (if applicable) will be charged at Transwaste rates from time to time in force in addition to the Fees.
4.3
Fewer collections/deliveries than the Frequency shall not result in any reduction of the Fees.
4.4
Transwaste may change the Frequency subject to giving the Customer reasonable prior notice.
5.
Operation Issues
5.1
The Customer’s use of the Container (if applicable) shall not exceed the Weight Limit.
5.2
The Customer shall provide Transwaste with suitable access and assistance required in order to perform the Services. Transwaste reserves the right to charge for wasted journeys to the Site when performing the Services at its prescribed rate from time to time.
5.3
Location of Container (if applicable) and access to the Site shall be agreed before the Commencement Date and shall not be changed without Transwaste’s prior consent.
5.4
The Customer agrees to provide the Tonnage throughout the Term.
5.5
Any Container (if applicable) supplied/left at the Site shall remain the property of Transwaste or its service provider.
5.6
The Customer shall keep any Container supplied safe and in good repair/condition and must pay Transwaste for any damages (other than fair wear and tear) to the said Container.
5.7
The Customer shall not move the Container (if applicable) without Transwaste’s prior consent and Transwaste reserves the right to inspect, repair, maintain or remove any Container from the Site at any time without notice.
5.8
Waste collected or delivered shall be weighed by Transwaste at the Supplier’s Site and the weight recorded for the purpose of determining the Fees and the Tonnage.
6.
Waste
6.1
The Customer must ensure that all Waste complies with the Regulations.
6.2
In the event that Waste does not comply with the Regulations Transwaste may in its absolute discretion opt to take or reject the Waste and will notify the Customer of its decision. If Transwaste opts to take the Waste it will charge for such at the rate prescribed by Transwaste from time to time and title to such Waste will pass to Transwaste on collection or delivery. If Transwaste reject the Waste the Customer will at its own cost and expense arrange for the safe/alternative disposal of the Waste and cleaning of any
Container within 10 working days of the notice of rejection.
6.3
Title to the Waste shall only pass on delivery or collection in accordance with the terms of this Agreement.
6.4
The Customer must advise Transwaste on collection of Waste from the Site or the delivery of Waste to the Supplier’s Site that is or has potential to be hazardous to health or to the environment and shall supply all such information and documentation required by Transwaste or by law.
6.5
The Customer will comply with the duty of care imposed by the Regulations and any applicable law/regulation in respect of the Waste.
7.
Liability and Indemnity
7.1
The Customer shall indemnify Transwaste against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against/incurred by Transwaste as a result of:
(a)
any act or omission involving the Container (if any) and/or the Customer;
(b)
the operation of the Site;
(c)
any treatment making safe or satisfactory disposal of the Waste;
(d)
damage to the Supplier’s Site;
(e)
the Customer, it’s employees or personnel’s negligence;
(f)
a breach of the terms of this Agreement; and
(g)
the loading/covering/containment of the Waste other than death or personal injury resulting from negligence of Transwaste or its employees or agents.
7.2
Transwaste shall compensate the Customer for any damages caused to the Site by its negligence (subject to satisfactory evidence of damage, fault and quantum) except where damage results from following instructions given by the Customer or its personnel or the Special Instructions.
7.3
Transwaste shall in no circumstances be liable under this Agreement for any loss of profits or anticipated savings, loss of or damage to reputation of goodwill, loss of opportunity, wasted management or other staff time, losses or liabilities under or in relation to any other contract, in each case whether direct, indirect, special and/or consequential loss or damage.
7.4
Except in the case of death or personal injury, Transwaste’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performances or contemplated performance of this Agreement shall be limited to the aggregate amount paid by the Customer under this Agreement in the 12 months prior to the event giving rise to a claim.
8.
Termination and Default
8.1
Transwaste may terminate this Agreement:
(a)
the Customer breaches the terms of this Agreement;
(b)
the Customer makes any composition, arrangements with creditors, goes into liquidation or has any distress of execution levied against it;
(c)
a winding up order is made against the Customer, a provisional liquidator is appointed to the Customer, the Customer passes a resolution for winding up, an administrator order is made against the Customer or receiver, receiver manager or administrator receiver appointed over the whole or an part of the Customer’s undertaking or assets, or the Customer
ceases or threatens to cease trading.
(d)
Any sum payable by the Customer is unpaid 28 days after the Due Date.
8.2
In the event of termination under clause 8.1 all rights and obligations of the parties shall cease but without prejudice to any right or remedy that has accrued prior to termination.
9.
Miscellaneous
9.1
The failure of Transwaste to enforce any of the terms and conditions of this Agreement shall not be a waiver of them.
9.2
The Customer shall not assign or sub-contract any of its or duties under this Agreement without Transwaste’s written consent. Transwaste may assign or sub-contract this Agreement without the Customer’s consent.
9.3
Notice hereunder will be in writing and sent to the address in Part A (or such other address as a party may notify to the other) by hand, first class recorded delivery post 48 hours after posting.
9.4
This Agreement and its terms shall be kept confidential save as required by law and this Agreement shall be governed by and interpreted according to English Law.
1.
Services
1.1
Transwaste shall, in consideration of the Fees, hire the Container (if applicable) and provide the Services to the Customer for the Term in accordance with the terms of this Agreement.
1.2
Time shall not be of the essence in respect of this Agreement.
2.
Duration
2.1
Subject to Clauses 2.2 and 8, this Agreement shall commence on the Commencement Date and continue until the later of (a) expiration of Term or (b) the expiry of 3 months’ written notice given by either party to the other after the expiration of the Term.
2.2
Commencement of the Services on the Commencement Date is subject to Transwaste approving the setting up of a customer account. If for any reason an account is refused, this Agreement shall terminate immediately without liability.
3.
Fees and Payment
3.1
In return for the Services, the Customer shall pay the Fees throughout the Term in accordance with the terms of this Agreement.
3.2
VAT, taxes or levies relevant/resulting from the provision of Services or the hire of the Container (if applicable) will be added to the Fees and paid at the rate prescribed from time to time.
3.3
The Fees may be upwardly adjusted to take into account any increase in any of the Transwaste service providers’ transport, operating, disposal or other costs incurred in providing the Services or the hire of any Container, technical changes, any new legislation or regulation coming into effect after the date of the Agreement which results in an increase to Transwaste’s costs/expenses.
3.4
The Customer will pay Transwaste’s invoices in accordance with clause 3 hereof within 28 days of the invoice date (the ‘Due Date’) without deduction or set off.
3.5
If the Customer fails to pay any amount by the Due Date then, without prejudice to Clause 8, that outstanding amount shall bear interest at 5% per annum above HSBC Bank PLC base rate from time to time calculated on a daily basis from the Due Date until the full amount has been paid in cleared funds and Transwaste shall be entitled to suspend provision of the Services and the hire of the Container (if applicable) until such time.
4.
Changes to the Services
4.1
If the Customer requires changes to the Services or the hire of the Container (if applicable) it may put a request in writing. Transwaste shall use reasonable endeavours (but shall not be obliged) to comply with any such requests.
4.2
Any collections/deliveries in excess of the Services or the hire of any Container in addition to the Container(s) (if applicable) will be charged at Transwaste rates from time to time in force in addition to the Fees.
4.3
Fewer collections/deliveries than the Frequency shall not result in any reduction of the Fees.
4.4
Transwaste may change the Frequency subject to giving the Customer reasonable prior notice.
5.
Operation Issues
5.1
The Customer’s use of the Container (if applicable) shall not exceed the Weight Limit.
5.2
The Customer shall provide Transwaste with suitable access and assistance required in order to perform the Services. Transwaste reserves the right to charge for wasted journeys to the Site when performing the Services at its prescribed rate from time to time.
5.3
Location of Container (if applicable) and access to the Site shall be agreed before the Commencement Date and shall not be changed without Transwaste’s prior consent.
5.4
The Customer agrees to provide the Tonnage throughout the Term.
5.5
Any Container (if applicable) supplied/left at the Site shall remain the property of Transwaste or its service provider.
5.6
The Customer shall keep any Container supplied safe and in good repair/condition and must pay Transwaste for any damages (other than fair wear and tear) to the said Container.
5.7
The Customer shall not move the Container (if applicable) without Transwaste’s prior consent and Transwaste reserves the right to inspect, repair, maintain or remove any Container from the Site at any time without notice.
5.8
Waste collected or delivered shall be weighed by Transwaste at the Supplier’s Site and the weight recorded for the purpose of determining the Fees and the Tonnage.
6.
Waste
6.1
The Customer must ensure that all Waste complies with the Regulations.
6.2
In the event that Waste does not comply with the Regulations Transwaste may in its absolute discretion opt to take or reject the Waste and will notify the Customer of its decision. If Transwaste opts to take the Waste it will charge for such at the rate prescribed by Transwaste from time to time and title to such Waste will pass to Transwaste on collection or delivery. If Transwaste reject the Waste the Customer will at its own cost and expense arrange for the safe/alternative disposal of the Waste and cleaning of any
Container within 10 working days of the notice of rejection.
6.3
Title to the Waste shall only pass on delivery or collection in accordance with the terms of this Agreement.
6.4
The Customer must advise Transwaste on collection of Waste from the Site or the delivery of Waste to the Supplier’s Site that is or has potential to be hazardous to health or to the environment and shall supply all such information and documentation required by Transwaste or by law.
6.5
The Customer will comply with the duty of care imposed by the Regulations and any applicable law/regulation in respect of the Waste.
7.
Liability and Indemnity
7.1
The Customer shall indemnify Transwaste against all claims, demands, liabilities, losses, damages, proceedings, costs and expenses which may be brought against/incurred by Transwaste as a result of:
(a)
any act or omission involving the Container (if any) and/or the Customer;
(b)
the operation of the Site;
(c)
any treatment making safe or satisfactory disposal of the Waste;
(d)
damage to the Supplier’s Site;
(e)
the Customer, it’s employees or personnel’s negligence;
(f)
a breach of the terms of this Agreement; and
(g)
the loading/covering/containment of the Waste other than death or personal injury resulting from negligence of Transwaste or its employees or agents.
7.2
Transwaste shall compensate the Customer for any damages caused to the Site by its negligence (subject to satisfactory evidence of damage, fault and quantum) except where damage results from following instructions given by the Customer or its personnel or the Special Instructions.
7.3
Transwaste shall in no circumstances be liable under this Agreement for any loss of profits or anticipated savings, loss of or damage to reputation of goodwill, loss of opportunity, wasted management or other staff time, losses or liabilities under or in relation to any other contract, in each case whether direct, indirect, special and/or consequential loss or damage.
7.4
Except in the case of death or personal injury, Transwaste’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performances or contemplated performance of this Agreement shall be limited to the aggregate amount paid by the Customer under this Agreement in the 12 months prior to the event giving rise to a claim.
8.
Termination and Default
8.1
Transwaste may terminate this Agreement:
(a)
the Customer breaches the terms of this Agreement;
(b)
the Customer makes any composition, arrangements with creditors, goes into liquidation or has any distress of execution levied against it;
(c)
a winding up order is made against the Customer, a provisional liquidator is appointed to the Customer, the Customer passes a resolution for winding up, an administrator order is made against the Customer or receiver, receiver manager or administrator receiver appointed over the whole or an part of the Customer’s undertaking or assets, or the Customer
ceases or threatens to cease trading.
(d)
Any sum payable by the Customer is unpaid 28 days after the Due Date.
8.2
In the event of termination under clause 8.1 all rights and obligations of the parties shall cease but without prejudice to any right or remedy that has accrued prior to termination.
9.
Miscellaneous
9.1
The failure of Transwaste to enforce any of the terms and conditions of this Agreement shall not be a waiver of them.
9.2
The Customer shall not assign or sub-contract any of its or duties under this Agreement without Transwaste’s written consent. Transwaste may assign or sub-contract this Agreement without the Customer’s consent.
9.3
Notice hereunder will be in writing and sent to the address in Part A (or such other address as a party may notify to the other) by hand, first class recorded delivery post 48 hours after posting.
9.4
This Agreement and its terms shall be kept confidential save as required by law and this Agreement shall be governed by and interpreted according to English Law.