06th November 2020
1. Reference to “the Company” means Serious Waste Management Limited and its subsidiaries.
2. Reference to “the Agreement” means any contract entered into between the Company and the Customer for the supply of the Services in accordance with these terms and conditions.
3. Reference to “the Services” means any service provided by the Company in accordance with these Terms and Conditions.
4. Reference to “the Customer” means any person(s), firm, limited liability partnerships, company or its agents who enters into the Agreement with the Company.
5. Subject to any variation under condition 7, the Agreement will be on these Terms and Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document.
6. These Terms and Conditions apply to the Agreement to the exclusion of any other terms the Customer seeks to impose or incorporate, whether contained in any documentation submitted to the Company by the Customer or otherwise.
7. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in these Terms and Conditions.
8. These Terms and Conditions apply to the provision of the Services and any variation to these Terms and Conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by the Company.
9. Each order for Services placed by the Customer with the Company shall be deemed to be an offer by the Customer to purchase Services subject to these Terms and Conditions.
10. The Customer must ensure that the terms of its order and any applicable specification are complete and accurate.
11. Reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted.
12. Every Quotation shall have effect for the period of 28 days from the date of the quotation unless and until superseded by a subsequent Quotation or as otherwise provided in writing by the Company.
13. The Company shall use its best endeavours to carry out the Services as detailed in the Agreement. The Company’s operators are not authorised to accept any addition, alterations or variation to the Services. Units of measurement on which the Company’s prices are based are nominal only and the Company will not accept any liability for or make any refund in respect of any short measurement.
14. The Company shall indemnify the Customer in respect of loss or damage to the Customer’s property or in respect of death or personal injury resulting from negligence of the Company, its servants or agents in the performance of the Agreement PROVIDED THAT the Company shall be under no liability whatsoever if in connection with a claim made by the Customer under this Clause, the Customer shall be in breach of any of its obligations under Part lll below where such breach is a material and contributing cause of the loss, damage or liability giving rise to the claim.
15. Time shall not be of essence in respect of the Company’s obligations arising under the Agreement.
16. The Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Services, nor will any delay entitle the Customer to terminate or rescind the Agreement unless such delay exceeds 30 days.
17. The Company shall not incur any further obligations or liability in connection with the Services.
18. The Company may assign or sub-contract the performance, obligations and benefits of the Agreement, in whole or in part to any person, firm or company.
19. The Customer agrees to the Services and shall pay to the Company:-
1. All charges specified in every quotation upon which this Agreement is based, or alternatively in accordance with the Company’s schedule of prices in operation at the time the Agreement was entered into.
2. Additional charges as defined in these Terms and Conditions, details of which can be obtained upon application to the Company.
3. Value added tax and/or other payments imposed by or pursuant to statute.
4. All charges on demand unless account facilities have been agreed with the Company prior to the commencement of the Services. Where account facilities have been agreed payment will be within the following terms:- 30 days from the date of invoice or by Standing Order as may be arranged from time to time
5. Interest on all overdue accounts at a rate equivalent to 2% per annum above the minimum lending rate from time to time of HSBC Bank PLC.
6. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7. The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
8. Any queries on an invoice must be raised in writing by the customer within 14 days of the invoice date, otherwise the invoiced amount shall be deemed to be accepted by the customer.
20. The Customer shall not cause the Company to remove, store, carry or dispose of waste which contains substances to which the Hazardous Waste Regulations 2005 apply.
21. The Customer shall comply with all relevant legislation with regard to the waste that they produce, hold or want to have removed or processed.
22. The Customer shall provide at the site address adequate and appropriate access to facilitate the supply of the Services by the Company, its employees and sub-contractors (the provision of which normally requires the use of heavy goods vehicles) including, but not limited to, the supply of appropriate roadways free from overhanging branches or cabling. When access to the site reasonably requires the crossing of land which is not owned or occupied by the Customer, the Customer warrants that they have obtained the necessary consents for access at the times agreed for providing the Services. The Customer will indemnify the Company, its employees and sub-contractors from and against any claim for trespass or damage arising from the crossing of any such land. Without prejudice to the generality of the foregoing, the Customer shall:-
a) Provide at all times a convenient and unobstructed means of access suitable for use by the Company’s vehicles to carry out the Services.
b) Obtain permission/s for the Company to enter onto property not belonging to the Customer to carry out the Services requested by the Customer, and shall indemnify and hold harmless the Company in respect of any actions arising therefrom other than as provided for in Clause 15 hereof.
c) Pay additional charges arising from any unreasonable delay or interruption in the Services caused by the Customer its servants/agents and for any Services provided by the Company on any public, statutory or bank holiday, Saturday afternoon, Sunday or at any time outside of normal working hours.
d) Pay an aborted visit charge in the event that the Company is unable to carry out the Service due to any obligation that the Customer has failed to meet under the terms of this Agreement.
e) Pay a cancellation charge if the Customer cancels the Service within one working day of the agreed date of service.
23. Before the Company shall accept waste material for disposal the Customer shall provide to the Company, either an accurate description (“Description”) of the waste or a sample of the waste at the sole discretion of the Company not less than seven (7) days before the date on which the Company is due to accept the waste for disposal.
24. The Customer undertakes that the waste presented to the Company for disposal shall accord with the description in each and every respect and the waste.
25. In the event that the waste does not match the Customer’s description and it is subsequently rejected, The Company shall not be liable to the Customer in any way whatsoever for the Customer’s loss, damage, cost and expense however arising whether direct or indirect in connection with the Company’s rejection of the waste.
26. The Customer shall provide to the Company within 48 hours of the Services details of any complaint or damage caused. Should the Customer fail to notify the Company within the stated period the Company shall have no liability whatsoever.
27. Where the Services have been based upon information and/or samples supplied by the Customer, the Company reserves the right to terminate or renegotiate the Services and the Customer agrees to pay all costs incurred as a result of providing inaccurate information and/or samples.
28. Where defects are reported in drainage systems or other property for which the Customer is responsible, the Customer undertakes to effect the remedial works necessary to enable the Company to carry out or complete the Services and agrees that the Company shall have no liability for the condition of or the repair to the defects, or any incident arising from the Company being prevented from carrying out the whole or part of the Services as a consequence of the defects.
The Customer agrees to pay and the Company reserves the right to charge for:-
I. The quoted or agreed price for the full Services in respect of incomplete Services resulting from reported defects plus
II. The quoted or agreed price or such other additional charges as necessary to complete the Services.
29. The Customer shall take out and maintain any and all insurance as is necessary to cover its liability in respect of personal injury or death and in respect of injury or damage to property real or personal arising out of or in the course of or caused by the carrying out of its operations in connection with the waste.
30. The Customer hereby agrees to indemnify the Company against each and every liability which the Company may incur to any person whatsoever and against all claims, demands, proceeds, damages and/or expenses
occurred or payable by the Company to the extent that the same arise by reason or any act or omission by the Customer.
31. The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of the Company.
32. A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right of remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy”.
33. The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Agreement as a result of strikes, lock-outs, or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
34. All disputes arising out of or in connection with the Services shall be determined according to English Law and in the English Courts
35. The period of the contract will be the term specified in the quotation provided by the Company.
36. The charges specified in the quotation are based on existing costs of fuel, disposal, rates, wages, materials and other expenses payable by the Company and the frequency of the Services as detailed in the Agreement. If such costs vary as a result of changes in legislation or economic factors outside the control of the Company or frequency varies, the Company reserves the right to vary the charge immediately in accordance with such change. In all other cases, the Company may vary the charges by giving one calendar months’ notice in writing to the Customer expiring on any day after the end of the first twelve month term of the Contract.
37. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for,or to bind, the other party in any way
version 2. (06/05/2020)