VIRIDOR WASTE MANAGEMENT LIMITED TERMS AND CONDITIONS OF TRADE

Transcription

1 VIRIDOR WASTE MANAGEMENT LIMITED TERMS AND CONDITIONS OF TRADE The Supplier will collect/accept Waste for disposal and will supply/deliver quarried or other material subject to the conditions set out below: 1. DEFINITIONS In these Terms and Conditions of Trade ( Terms ) the following words shall have the meanings set out opposite them: Customer - The person, firm, or company which has placed an order with the Supplier for the Service. Where there is more than one person constituting the Customer their obligations are joint and several. Reference in these Terms to delivery of Waste by the Customer includes delivery by any agent or contractor of or acting on behalf of the Customer. Supplier - Viridor Waste Management Limited and its agents. Contract - The order (whether or not in writing) placed by the Customer with the Supplier for the provision of the Service and by virtue of Term 2.1 incorporating these Terms. Waste - Controlled waste within the meaning of S.75 of the Environmental Protection Act 1990 ( EPA ) as amended by the Environmental Protection Act 1995 which in all respects: (i) complies with any description contained in any Transfer Note and/or quotation in relation to it respectively accepted or provided by the Supplier; and (ii) is material of a kind which the Supplier is permitted by law to receive or dispose of at the Facility and (if Special Waste within the meaning of S.75(9) of the EPA) which the Supplier is willing to so receive or dispose of. Goods - Any quarried or other extracted materials and any other goods or materials. Facility - Any location at which the Supplier agrees to receive or dispose of Waste. Service - (a) the collection and/or receipt or disposal at a Facility of the Waste or the sale and/or delivery (defined as supply ) of Goods or (b) the provision or supply of any other service or goods by the Supplier in accordance with the Contract. Duty of Care - The duty of care imposed by Part II of the EPA and the regulations made thereunder. Equipment - Any equipment of the Supplier to be used in connection with or entrusted to the Customer under any Contract. 1

2 Legal Requirements - Any requirements imposed on the Supplier or the Customer by virtue of statute, law, regulation, order, decree, delegated legislation or Government guidance or resulting from the contractual obligations of either party and including but without prejudice to the generality requirements imposed by virtue of the EPA. Price - The price for the Service ascertained in accordance with Term 5 and any taxes payable thereon, together with (for the purposes of Term 7) any other charge payable or that the Supplier is entitled to make under the Contract. Vehicle - Any vehicle used by the Customer in connection with the Service and including all tools, equipment, parts, accessories, containers, vessels and loaders of any description used with or belonging to it. 2. GENERAL 2.1 No variation or alteration of these Terms, nor any terms or conditions of the Customer, shall be of any effect unless expressly agreed to in writing by an authorised representative of the Supplier. These Terms are deemed to be incorporated into any Contract unless and to the extent expressly modified in writing by an authorised representative of the Supplier. 3. DESCRIPTION OF MATERIALS FOR DISPOSAL 3.1 (a) The Customer warrants and undertakes to the Supplier that any material for disposal is Waste and complies in every respect with i. meaning given to Waste in Term 1 above ii. the description accorded to it in the Transfer Note relating to it, and iii. the description in the written Waste Particulars to be given by the Customer to the Supplier prior to provision of the Service (b) The Customer shall clearly identify in the Waste Particulars any actual or potential hazard to health or to the environment presented by the Waste and shall ensure that any hazard is clearly identified on any vessel or container in which the Waste is proffered, carried or contained. The Customer shall supply all information as the Supplier requires so as to enable compliance with legal requirements and in any event shall complete and provide the Supplier with all documentation and notices relating to Waste required by law, indemnifying the Supplier against the consequences of any failure by it to do so. 3.2 The Customer shall not deliver or proffer and the Supplier shall not be obliged to accept any material for disposal not complying with Term 3. If Waste or material to be delivered or proffered by the Customer does not comply with its description the Customer shall immediately give full written particulars of the non-compliance to the Supplier which shall decide whether to accept the Waste or material. 3.3 If the Supplier is willing and legally able to accept at the Facility and/or load onto its vehicles any Waste or material that does not comply with its description then it shall in its absolute discretion be entitled (at any time and notwithstanding that the Waste or material in question has already been delivered or accepted and/or that a Price has already been agreed and/or paid) to levy reasonable additional charges (including without limitation a management charge and a charge to cover ensuring 2

3 compliance with the Duty of Care) and/or apply reasonable revised Terms in respect of it. 3.4 If any Waste or material which does not comply with its description is delivered or brought to the Facility and the Supplier is not willing or legally able to retain it at the Facility then the Customer shall remove it as and when required by the Supplier and the Customer will indemnify the Supplier from and against all costs, claims, demands and liabilities in any manner connected with or arising from its breach of contract and (without limitation), any removal, treatment, making safe or satisfactory disposal of the Waste or material in question undertaken by the Supplier. 3.5 If the Customer delivers or proffers Waste or material which does not comply in all respects with Term 3 or if the Supplier believes that the Customer does not have in place systems which will prevent the presentation of non-compliant material in the future then the Supplier may at its discretion (and with no liability to pay compensation of any nature to the Customer and without prejudice to the Supplier s other remedies for breach of contract) suspend or terminate the Contract. 3.6 No responsibility is accepted or warranty as to suitability given by the Supplier in respect of the quality or fitness of Goods or Services supplied by the Supplier, except as specified by law and any warranties, terms or conditions implied by law are, so far as it is lawful so to do, excluded. No warranty is given by the Supplier concerning the quality or physical characteristics of Goods whether or not samples have been given previously by the Supplier except as specified by law. Except in the case of death or personal injury occasioned by the act or default of the Supplier liability of the Supplier in any event for any claims arising in connection with the supply by it of Goods or Services will be strictly limited to the Price paid, excluding value added tax and any other tax or similar imposition and the Supplier accepts no liability for any consequential loss whatsoever suffered by a Customer arising from the supply of any Goods or Services under the Contract. 4. DUTY OF CARE CUSTOMER S RESPONSIBILITIES 4.1 The Customer warrants and undertakes to the Supplier that it will observe and comply in every respect with and shall procure that all persons handling Waste in connection with its collection/delivery to the Supplier or a Facility, shall observe and comply in every respect with: (a) its and their obligations under the Duty of Care and (b) any instructions, guidance or directions applicable to the Facility from time to time made, issued or given by the Supplier. 4.2 The Customer warrants and undertakes to the Supplier that it will observe and comply in every respect with the Supplier s general procedures in force from time to time including (without limitation) any specific requirements identified by the Supplier to the Customer. 5.0 PRICE 5.1 The Price payable in respect of the Service shall be the current price specified in any valid written quotation or current price list issued by the Supplier and unless specified in writing by the Supplier may be subject to variation from time to time by the Supplier. 3

4 5.2 All prices shown in any such price list or written quotation are exclusive of any Landfill Tax, Aggregate Tax and Value Added Tax, any other applicable taxes or duties from time to time imposed, and transport costs, unless otherwise stated in writing and confirmed by a signature of an authorised officer of the Supplier. 5.3 The Customer will be responsible for and will indemnify the Supplier against any and all Landfill Tax, Value Added Tax and other taxes or duties and costs, penalties and other charges, applicable to any delivery, collection or disposal of Waste or materials or supply of Goods, ultimately found to be payable by the Supplier as a result of any review carried out by the Supplier, H M Customs & Excise or any other tax authority, notwithstanding that all previously rendered invoices have been paid in full by the Customer in accordance with the Terms. 5.4 Unless specific terms to the contrary have been stated by the Supplier in writing and signed on its behalf by an authorised officer of the Supplier, any quotation or offer to provide the Service may be withdrawn or varied at any time by the Supplier without notice to the Customer and without any liability whatsoever attaching to the Supplier arising from the withdrawal. 5.5 Where the Supplier is contracted to collect Waste or materials from the Customer the Price shall be exclusive of any disposal charges levied by the operator of the Facility if different from the Supplier unless otherwise stated in writing and confirmed by the signature of an authorised officer of the Supplier. 6.0 INVOICING 6.1 The Supplier shall, at its discretion, be entitled to render invoices in respect of all or part only of the Service and or render invoices in respect of such periods of time as it considers appropriate. 6.2 The Customer shall notify the Supplier in writing addressed to the Credit Controller at its offices at Great Western House, Station Approach, Taunton of any query on an invoice as soon as possible and in any event within 14 days of the date of the invoice. If no substantive query is raised within 14 days then the invoice shall be deemed to be payable in full. If a query is raised then it will be dealt with by the Supplier in such a way as the Supplier considers reasonable. No query over any invoice or any charges included in an invoice shall be used by a Customer as a reason for non-payment of any other invoice or charges which are not being queried. 6.3 In the event of a query under Term 6.2, the Supplier reserves the right to make a charge at its absolute discretion for additional copies of any invoices, supporting billing schedules, weighbridge tickets or any other documents already provided to the Customer prior to notification of the query to the Supplier and/or for any revisions or amendments to previously issued documents required for the Customer s convenience. 7. PAYMENT 7.1 Payment in respect of each transaction and in accordance with Term 5 shall be made at the site office of the Facility or to the collector of the Waste before provision of the Service, unless other arrangements and or credit facilities have been previously agreed in writing by an authorised officer of the Supplier. Payment shall be by any method acceptable to the Supplier. 4

5 7.2 Customers having agreed credit facilities shall make payment to the Supplier in strict accordance with the terms and conditions of those facilities and in such case the Price shall be paid to the Supplier so that payment in full (and in cleared funds if so specified by the Supplier) for any invoice rendered by the Supplier is received by it within 30 days of the date of the invoice. 7.3 The Supplier will have the right at its discretion to set off monies owed to it by the Customer under the Contract against any monies owed or allegedly owed by the Supplier to the Customer under any other contract or otherwise. 7.4 The Customer shall make all payments without deduction and in particular shall not be entitled to set-off against monies owed to the Supplier under the Contract against any monies owed or allegedly owed by the Supplier to the Customer under any other contract or otherwise unless agreed in writing with the Supplier. 7.5 If the Customer fails to pay the Price and any taxes in accordance with Terms 7.1 and 7.2, all monies owing (whether or not due) by the Customer to the Supplier or any subsidiary/associated/holding company of the Supplier, shall become due and payable and the Supplier shall without prejudice to any of its rights under the Terms be entitled to charge interest on the aggregate of the sum outstanding, at a rate per annum equal to 5% above its banker s base lending rate current at the time, calculated on a daily basis from the date the amounts became due under this Term until receipt of payment in full. 7.6 The Supplier at its absolute discretion reserves the right to charge a reasonable administration fee in addition to, or in substitution wholly or in part for any interest charge arising under Term PROVISION OF THE SERVICE 8.1 Unless otherwise agreed the following Terms shall apply (as applicable to the nature of the transaction) to provision of the Service: (a) Waste will be delivered by the Customer to the Facility and Goods will be supplied at the location nominated by the Supplier save that where Goods are to be delivered or Waste is to be collected by the Supplier this shall be at the location as agreed by the parties. (b) The Supplier shall have the right for any good reason to refuse admission to any Facility to any Vehicle or its driver or other personnel, or at any time require them to leave the Facility. (c) The Supplier will endeavour to admit vehicles promptly to any Facility but shall not be liable for any delays or waiting time which may occur whilst the Customer awaits attention at the Facility. (d) Where the Supplier has contracted to deliver Goods or to collect Waste, the Customer will ensure that safe proper and immediate access to the specified point of delivery or collection is made available to the Supplier or its haulier. If any costs arise from the Customer s failure to provide such access or if the Customer cancels the contract or changes the point of delivery/collection, then it will forthwith reimburse those costs to the Supplier. (e) The Customer shall ensure that whilst at any Facility any vehicle it uses to deliver Waste shall be operated wholly in accordance with the Supplier s directions and that its driver and other personnel accompanying it shall act on such directions 5

6 and in compliance with all rules and regulations applicable to the Facility from time to time. (f) The Customer shall ensure that its Vehicles are suitable for their purpose in connection with the Service and that its Vehicles and their operation are fully compliant with the law and all relevant codes of practice. The Customer shall also ensure that its Vehicles are capable of traversing the Facility to the point of discharge and returning to the public highway without external assistance. The Supplier shall not be obliged to provide any assistance by way of towing or removal or otherwise but shall be entitled at its discretion to remove any Vehicle which has been unable to traverse the facility and charge the Customer the cost of such removal. The Supplier shall not be responsible for any loss damage actions claims or expenses whatsoever arising from or in any way relating to the delivery or deposit of Waste or Materials whether or not in relation to the Vehicle used for delivery (and/or any assistance provided thereto) and the Customer shall indemnify the Supplier against any such loss damage actions claims or expenses except insofar as they result in death or personal injury occasioned by the act or default of the Supplier. (g) Title to Waste shall pass to the Supplier at the point at which it is (with the Supplier s authority) deposited from the vehicle of the Customer or as the case may be collected from the Customer by the Supplier. Title shall not pass and the Customer shall not be absolved from its responsibilities under these Terms in respect of Waste or other material which does not comply with Term 3. Title to Goods shall pass to the Customer only after payment in full is received for their supply in accordance with Term 7. (h) The Customer shall ensure that Vehicles delivering Waste are weighed to the satisfaction of the Supplier and weight details are recorded both before the Waste or any part of it is unloaded and before the unloaded Vehicles leave the Facility. Weight of all Waste and Goods shall be recorded on the Supplier s weighbridge ticket or other document in use at the time of any transaction which will be signed by the Customer or his contractor, agent or representative in accordance with the Supplier s normal practice and requirements unless otherwise agreed in writing by an authorised officer of the Supplier. (i) The signature of the Customer or his contractor, agent or representative on the weighbridge ticket or other document (signed at the time of any transaction) shall be binding on the Customer, which shall not be entitled to dispute the information or facts set out in it. (j) In no circumstances shall the Supplier be liable for any injury loss or damage suffered by the Customer or any person acting under the Customer s instructions (or property of the Customer or such person) arising whilst on premises occupied by the Customer other than death or personal injury resulting from the act or default of the Supplier. (k) Where collection of Waste by the Supplier takes place at the Customer s premises the Supplier shall not be under any obligation to provide any plant power or labour in addition to normal equipment attached to the Supplier s vehicle and its driver. (l) Any Equipment hired by the Supplier shall be for the Customer s sole use. Such Equipment shall include any substitute or replacement which the Supplier shall in its discretion provide. 6

7 (m) The Customer s acceptance of the Equipment shall be conclusive that the Equipment is in good order and condition. Title in the Equipment shall not pass to the Customer who shall not interfere or deal with the Equipment in any way but will keep it in his possession at the site to which it is delivered by the Supplier. (n) The Customer shall keep the Equipment clean and tidy and shall take all reasonable care of it to include only using it for the purpose and categories of Waste for which it has been supplied and shall allow the Contractor access to it at all times. (o) The Customer warrants that in respect of any Equipment placed other than on private property all permissions including that of the Highway Authority have been obtained and that all conditions subject to which any such permission is granted shall be observed at all times and that the siting of the Equipment does not infringe any statute bye-law or other legal requirement. (p) Upon termination of the Contract for any reason the Supplier shall have the right immediately to repossess any Equipment at the Customer s expense with the right to enter any premises for such purpose. 9. AVAILABILITY OF THE SERVICE AND FORCE MAJEURE 9.1 The Service is supplied subject to availability to the Supplier of licensed disposal and/or storage capacity at the Facility at the time of presentation of Waste, and/or the availability of suitable Goods at any required delivery time. Any date or time agreed by the Supplier for performance of the Service will not be binding on the Supplier. Whilst reasonable endeavours will be made to perform the Service on time the Supplier shall not except in the case of death or personal injury occasioned by the act or default of the Supplier be liable to the Customer for any loss, damage, action, claim or expense suffered or incurred as a result of non-performance of the Service at the specified date or time. 9.2 Without prejudice to Term 9.1 if the Supplier is delayed in performance of the Service through strikes, concerned acts of workmen, government action or restriction, fire, accident, breakdown of machinery, difficulty in obtaining materials, fuel or transport, engineering delays, or through inclement weather or suspension of operations in consequence of anticipated or actual meteorological circumstances, or without limitation any other cause whatsoever beyond its reasonable control, the Supplier shall notify the Customer accordingly and shall be entitled wholly or partially to suspend performance of the Contract or extend the time for performance of the same. 10. SUSPENSION AND TERMINATION 10.1 The Supplier may at its discretion and without prejudice to any other remedy for breach of contract, wholly or partially suspend, cancel or determine the Contract if the Customer (a) fails to pay any monies due to the Supplier or any of its holding/subsidiary/associated companies or any holding/subsidiary/associated company of any of such companies (b) fails to comply with any condition of the Contract or any other contract or agreement between the Customer and Supplier or any of its holding/subsidiary/associated companies or any holding/subsidiary/associated company of any of such companies 7

8 (c) being a company (i) (ii) compounds or enters into any composition or arrangement with its creditors or where a proposal is made for a Voluntary Arrangement with its creditors; has a petition presented for the appointment of an Administrator or an Administrator is appointed; (iii) has a Receiver or Manager or Administrative Receiver appointed over all or any part of its assets; (iv) is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1987; (v) has a resolution passed for its voluntary winding up save for the purpose of a bona fide amalgamation or reconstruction or enters into voluntary liquidation; (vi) has a petition presented for its winding up or a winding up order is made; (vii) is removed for any other reason from the Register or Companies. (d) being an individual (i) enters into a Deed of Arrangement or makes any assignment for the benefit of or enters into any arrangement with creditors either by composition or otherwise; (ii) makes or has an application made for an Interim Order in connection with a proposal to creditors for a voluntary arrangement; (iii) has a petition presented for bankruptcy or is made bankrupt. (e) fails to satisfy any distress execution or judgement within seven days of it being levied against its property The suspension or cancellation of the Contract shall not release the Customer from unpaid invoices or accounts or from any other liability under the Contract, accrued or otherwise. 11. LIABILITY 11.1 In no event shall the Supplier be liable for or be required to indemnify the Customer from or against any loss of use, loss of profit or loss of contracts whatsoever, whether arising as the result of the Supplier s breach of contract, negligence or other tort or breach of statutory duties or otherwise The Customer shall indemnify the Supplier against all costs claims damages and demands suffered by the Supplier as a result of the failure of the Customer to comply with its obligations under the Contract. 12. WAIVER AND ASSIGNMENT 12.1 Failure or delay on the part of the Supplier to insist on the performance of any provision of any part of these Terms shall not be deemed to be a waiver of such part of these Terms and any such failure or delay shall not affect the right of the Supplier to enforce them or any part of them The Customer shall not transfer, subcontract or assign the Contract, or the benefit of any of its rights and obligations under the Contract, without the prior written consent of the Supplier. 8

9 12.3 The Supplier may without notice, transfer, subcontract or assign the Contract, or the benefit of any of its rights and obligations under the Contract without the prior written consent of the Customer. 13. GENERAL 13.1 If any dispute arises between the Customer and the Supplier as to the interpretation or construction of these Terms or the rights and duties of the parties, the dispute shall be referred to a single arbitrator, to be agreed by the Customer and the Supplier or on the application of either party nominated by the then President of the Law Society of England and Wales These terms do not affect the statutory rights of any Customer who deals as a consumer Unless specified otherwise nothing in the Contract is intended to confer on any person any right to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999 or any legislation replacing or superseding it The law of England and Wales shall apply to these Terms and every Contract and the English Courts shall have exclusive jurisdiction in relation thereto. 9