Terms and Conditions – Waste Framework

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Application of these Conditions

Interpretation. In these Conditions capitalised terms will have the meaning attributed to them in Schedule A (Definitions) or in the part of the Agreement in which such terms are used; headings are for information only and shall not affect the construction or interpretation of these Conditions; a reference to a ‘Condition’ is to the relevant clause of these Conditions; a reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted or substituted from time to time and shall include any subsidiary legislation including any modification or re-enactment thereof; any list or examples following the word “including” shall be interpreted without limitation to the generality of the preceding words; use of the singular includes the plural (and vice versa) and use of any gender includes the other genders.

These Conditions (as updated from time to time by the Supplier and published at https://safetykleeninternational.com/terms-and-conditions/waste-framework together with all Schedules and the Service Terms form the Agreement between the Supplier and the Customer for the Services. They supersede any previously issued terms and conditions of purchase or supply. Any special terms granted in respect of a Site Agreement are not applicable to any subsequent Site Agreement without express consent in writing of the Supplier. In addition to publishing the updated Conditions on the above website, the Supplier shall also notify the Customer by email of any updated Conditions, which shall become effective 14 days from the date of notification.

The Customer acknowledges that in signing the Agreement the Customer agrees to the application of these Conditions to the exclusion of any other terms or conditions that may have been proposed by the Customer, including those contained on the Customer’s purchase conditions, order confirmation, specification request for services or other document, or which are implied by trade, custom, practice or course of dealing, which shall not form part of the Agreement.

If there is a conflict between or among the documents comprising of the Agreement, these Conditions will prevail unless otherwise expressly provided for in the Service Terms.

The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter. Each Party gives up any rights against the other Party regarding any warranty or representation except in respect of any warranty or representation expressly made in the Agreement. Neither Party shall be entitled to rescind other than for fraudulent misrepresentation.

Duration and Renewal:

2.1 The Framework Agreement shall commence on the Framework Agreement Effective Date and a Site Agreement shall commence on the relevant Site Agreement Effective Date and shall continue for the Initial Term and any Renewal Term, unless and until terminated in accordance with these Conditions. At the end of the Initial Term, the Framework Agreement and each Site Agreement (including all Services therein) shall automatically renew for a further period equal to the duration of the Initial Term (“Renewal Term”) and shall continue to automatically renew for further periods equal to the Renewal Term unless and until it is terminated in accordance with these Conditions.

2.2 In the event of a one-off purchase, (as specified in the Site Agreement) there shall be no Initial Term or Renewal term and condition 2.1 above shall be amended accordingly.

Changes to the Services: If the Parties agree to change the Services, the Parties shall execute a new Agreement to reflect such changes.

Framework Agreement the Parties shall enter into a Framework Agreement which shall set out the Services and Charges that the Supplier shall make available to the Customer. If the Customer wishes to accept this offer of Services it shall enter into a Site Agreement for each Customer Site.

Supplier Obligations

The Supplier agrees to carry out the Services with due care and diligence and in accordance with the standards of a qualified and competent Supplier experienced in carrying out work of a similar scope and complexity to the Services at the time when the Services are performed. No other warranty or representation, express or implied, is included or intended in the Agreement or elsewhere.

The Supplier will perform the Services generally in accordance with the Agreement. The Supplier reserves the right to vary the Services, if it appears to the Supplier reasonably necessary to do so: (i) as a result of the Customer Site conditions; (ii) for safety or environmental factors; (iii) due to its reasonable operational requirements; (iv) to ensure compliance with Applicable Laws; or (v) due to the discovery of any other information which has a material effect on the Services. The Supplier shall, where possible, give the Customer notice in respect thereof.

If the Supplier has to vary the Services in accordance with Condition 5.2, the Supplier shall notify the Customer of any change to the Charges as a result of such variation. If the Services are varied, the Customer shall pay the Supplier for any costs which have been accrued during the performance of the Services by the Supplier but not yet paid by the Customer at the date of variation.

The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements which apply at the Customer’s Site and have been communicated to it in writing by the Customer prior to attending the Customer’s Site(s), provided that it shall not be liable if, as a result of so acting, it is in breach of any of its obligations under the Agreement.

Time for performance of the Services shall not be of the essence. The Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer as a result of any delay in the Supplier’s performance of its obligations under the Agreement. Any dates provided by the Supplier to the Customer are estimates only and may be subject to change as reasonably notified to the Customer from time to time.

The Supplier shall provide the Services during normal working hours Monday to Friday with such frequency as set out in the Service Terms. The Parties may agree that the Supplier shall perform the Services outside of normal working hours or on an emergency basis for which there may be an increase to the Charges.

The Supplier shall not be liable for any loss or damage arising from the failure to carry out the Services due to any failure by the Customer to comply with the Customer Obligations in Condition 6 below.

Customer Obligations

The Customer shall at all times comply with its obligations in the Agreement.

The Customer shall at all times promptly provide the Supplier with any information and assistance which the Supplier might reasonably require to enable it to provide the Services.

The Customer shall promptly inform the Supplier of anything of which it becomes aware of which is likely to affect the Supplier’s obligations under the Agreement.

The Customer shall grant the Supplier and its authorised agent(s) (including its subcontractors) a licence to enter the Customer’s Site at all times on reasonable notice (and in an emergency without prior notice) for the purposes of undertaking the Services. The Customer shall ensure that the Supplier (including its subcontractors) is given full and safe access to the Site(s) and any equipment as necessary for the provision of the Services.

The Customer shall inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements which apply at the Customer’s Site prior to the Supplier visiting.

The Customer shall comply with Applicable Laws and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Agreement and to allow the Supplier to perform the Services.

Waste and Hazardous Waste .

The Customer undertakes to the Supplier that:

it shall ensure the Waste is segregated into the correct containers to comply with Applicable Laws and it acknowledges that the Supplier shall not be required to collect any loose waste from the Customer Site;

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Description automatically generatedthe Waste and the containers for the Waste will have been stored in a suitable environment in order to comply with all Applicable Laws and the containers will be sound, secure and leakproof at the point of collection;

the containers to be collected by the Supplier shall contain nothing other than the Waste;

upon consignment notes and carrier schedules being produced to the Customer pursuant to Condition 7.3.3 it shall promptly sign them and not unreasonably delay or refuse so to do;

if the Waste consists of Hazardous Waste, it shall obtain and maintain registration with the Environment Agency as a hazardous waste producer and, upon request, provide the Supplier with details of such registration; and

it shall, at all times, act in accordance with all Applicable Laws (including the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations and The European Agreement concerning the International Carriage of Dangerous Goods by Road).

In the event that the Supplier collects, or attempts to collect, Waste from the Customer which:

does not conform in all respects with the requirement of Condition 7.1;

does not comply with Applicable Laws; or

is outside the parameters of Waste that the Supplier agreed to collect (as detailed in Condition 7.1);

it shall inform the Customer upon becoming aware and, at its discretion: (i) refuse to collect the Waste; (ii) make arrangements for the disposal of the non-conforming Waste; or (iii) return the non-conforming Waste to the Customer Site, in each of the above cases at the Customer’s full cost and expense (which the Customer agrees to meet) and may also result in the Charges being increased by the Supplier.

The Supplier undertakes to the Customer that:

any containers provided by the Supplier for keeping the Waste shall be sound, secure and leakproof at the point of delivery;

any Waste collected in the performance of the Services is deposited at a site which is licensed to accept such Waste;

on collection of the Waste, it shall produce for signature by the Customer all necessary consignment notes and/or carrier schedules relating to such Waste required by Applicable Laws (including, if applicable, a completed consignment note in accordance with The Hazardous Waste (England and Wales) Regulations 2005) and any other waste transfer documentation required under Applicable Laws; and

it shall act in accordance with all Applicable Laws in the collection of Waste.

Valuable Material Rebate. If Waste collected by the Supplier from the Customer is deemed to be Valuable Material, the Parties agree that the Supplier shall be entitled to a rebate, which will be determined according to the actual volume collected and the price for Valuable Material offered to the Customer by the Supplier in the relevant period, the rebate will be applied to the Customer’s account by credit note in arrears, unless an alternative method of settlement is agreed between the Parties.

Charges: In relation to the provision of Services by the Supplier, the Customer shall pay the Charges as well as those charges arising from occasional or periodic changes in accordance with the Agreement, together with the respective VAT and any charges for one-time services.

Billing and Payment:

The Supplier shall invoice the Customer for the Charges in accordance with the billing frequency as set out in the Service Terms. The Customer shall pay each invoice submitted by the Supplier in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and in cleared funds to a bank account nominated in writing by the Supplier in accordance with the payment terms contained in the Service Terms.

There will be no discount for early payment. If the Customer fails to pay any amount which is due and payable to the Supplier under the Agreement then, without prejudice to any of its other rights, the Supplier may charge interest on the amount outstanding from the due date until payment is made in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Time for payment of the Charges and any other payment due by the Customer to the Supplier under the Agreement shall be of the essence.

All amounts payable by the Customer to the Supplier under the Agreement are exclusive of VAT, which shall be payable in addition by the Customer at the prevailing rate.

Price Revision: The Supplier will annually carry out a price review of the Charges once in any 12 month period, following which the Supplier may in its absolute discretion increase the Charges in line with SKPI. In addition, the Supplier may increase the Charges at any time in the following circumstances: (a) where there is an increase in the direct cost to the Supplier of supplying the Services which is due to any factor beyond the direct control of the Supplier, also including but not limited to labour cost increases in line with industry cost increases; (b) increases in the rates charged to the Supplier by its third parties including subcontractors, suppliers, consultants and/or agents used to perform any part of the Services; and (c) increases required to comply with Applicable Laws; The Supplier will give the Customer not less than 14 days’ notice in writing in case of any such increase to the Charges.

Limitation of Liability

This Condition 12 sets out the entire liability of the parties (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation).

Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of, death or personal injury caused by negligence, fraud or fraudulent misrepresentation; and any other losses which cannot be excluded or limited by Applicable Law.

Subject to Condition 12.2, each Party’s total liability arising out of or in connection with the Agreement shall not exceed the total amount of fees paid or payable by the Customer under the Agreement in the preceding 12-month period. If the Charges have been paid or payable between the Parties for less than 12 months, a Party’s liability shall not exceed the average monthly charge paid or payable by the Customer under the Agreement multiplied by 12.

Subject to Condition 12.2, neither Party shall be liable for consequential, indirect or special losses, nor for any of the following (whether direct or indirect): loss of profit or revenue, loss of use, loss of production, loss of contract, loss of opportunity, loss or damage to equipment, loss of savings, discount or rebate (whether actual or anticipated), or harm to reputation or loss of goodwill.

The Supplier shall not be liable for any damage to the Customer Site unless directly caused by the Supplier’s negligent act or omission.

Neither Party shall be liable for any claims which have not been communicated in writing to the other Party within one (1) year of the date on which the claiming Party knew or should have known, of the existence of the claim.

The express terms of the Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by Applicable Laws.

Indemnity and Insurance

The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of Condition 6.

The Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Agreement. On request, the Customer shall supply evidence of the terms of such insurance.

Termination

Either Party may terminate the Agreement in whole or in part:

by notifying the other Party in writing at least 90 days prior to the end of the Initial Term. For the avoidance of doubt Condition 2.1 (Duration and Renewal) shall apply in the event of failure to provide such notice.

with immediate effect at any time by giving notice in writing to the other party if:

the other party commits a material breach of any of its obligations under the Agreement and fails to remedy that breach (if capable of remedy) within 30 days after receiving written notice of the breach;

any relevant permit, consent, licence or authorisation held by the Supplier or Customer (as applicable) is revoked, conditioned or modified such that the Supplier or Customer (as applicable) is no longer able to lawfully comply with its obligations under the Agreement;

the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or if the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

Without affecting any other right or remedy available to it, the Supplier may in its absolute discretion suspend or terminate the Agreement with immediate effect by giving written notice to the Customer if:

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Description automatically generatedthe Customer for any reason ceases to be the tenant or owner of the Customer Site; or

the Customer fails to pay any amount due under the Agreement on the due date for payment and fails to pay within 30 days after receiving written notice of such breach;

the Customer breaches any of the Customer Obligations in Condition 6;

the Customer becomes subject to any of the events listed in Condition 14.1.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

The Customer may terminate the Agreement in whole or in part by giving the Supplier three months’ written notice, subject to payment of the Early Termination Charge.

On termination or expiry of the Agreement the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice which shall be payable by the Customer immediately on receipt.

Termination or expiry of the Agreement shall not affect any accrued rights and liabilities or payments due (including payment of all delivered Services) at any time up to the date of termination.

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

For the avoidance of doubt, termination of the Framework Agreement shall not affect any Site Agreement nor Services thereunder, which will continue in full force and effect until it is terminated in accordance with these Conditions.

Early Termination Charges: If the Supplier terminates the Agreement pursuant to Condition 14.2 or the customer exercises their right to terminate in accordance with Condition 14.3 the Customer shall pay to the Supplier on demand an amount equal to the Early Termination Charges provided always that such amount shall not include any amount payable under Condition 14.5.

Compliance

The Parties shall comply with all Applicable Laws relating to anti-bribery, modern slavery and anti-facilitation of tax evasion.

Each Party agrees that in performing its obligations under the Agreement it shall comply with the obligations imposed on it under all Applicable Laws relating to the processing of personal data. The parties each acknowledge and agree that they may need to process personal data relating to each party’s representatives (in their respective capacities as data controllers) in order to (as appropriate): (a) request, supply and receive the Services; (b) compile, dispatch and manage the payment of invoices relating to the Services; (c) manage the Agreement and resolve any disputes relating to it; (d) raise and/or respond to general queries relating to the Services, and shall do so in accordance with their respective privacy policies. The Customer can find information related to its data treatment in the privacy policy of the Supplier’s web page at: https://www.safety-kleen.com/privacy-policy

Force majeure: Neither Party shall be liable to the other Party for delays or failures in performance (in whole or in part) of its obligations under the Agreement, to the extent that such delay or non-performance is due to a Force Majeure Event.

General

No partnership or agency: the parties are independent persons and are not partners, principal and agent or employer and employee and the contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. none of the parties shall have, nor shall they represent that they have, any authority to make any commitments on the other party’s behalf.

Confidentiality Neither party shall use the other party’s confidential or proprietary information (however recorded or preserved) that is disclosed or made available whether before or after the date of the Agreement (in any form or medium), directly or indirectly, by one party to the other, for any purpose other than to perform its obligations under the Agreement or pursuant to Condition 18.3, the above shall be considered “Confidential Information”. Each party undertakes that it shall not at any time during the Agreement disclose to any person any Confidential Information, provided that each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers (“Relevant Personnel”) who need to know such information for the purposes of carrying out the party’s obligations under the Agreement, provided such Relevant Personnel comply with this Condition; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Publicity Notwithstanding clause 18.2 the Supplier may reference the Customer’s name and logo as a customer of the Supplier in any internal or external marketing material. The Supplier may also issue a press release or otherwise make a public statement or announcement (“Public Announcement”) with respect to the Agreement provided, that prior to issuing any such Public Announcement the Supplier shall consult with the Customer on the form and substance of such Public Announcement or other disclosure. Should the Supplier want the Customer to provide a testimonial or be part of a case study, the Customer shall acting reasonably work with the Supplier to provide the same.

Notices Any notice to be given by one party to the other shall be served by sending such notice by post or by hand to the addresses given in the relevant Agreement, or such other address as it may have designated by written notice. Notices shall be delivered personally or by first class pre-paid letter, recorded delivery or by commercial courier and shall be deemed served if by hand when delivered, if by first class post 48 hours after posting, if by recorded delivery or courier when signed for.

Assignment and subcontracting The Supplier may assign any or all of its rights and obligations under the Agreement. The Customer shall not assign any of its rights and obligations under the Agreement without the prior written consent of the Supplier.

Variation Subject to Condition 1.2, no variation of the Agreement shall be effective unless it is in writing and signed by both Parties.

Waiver No failure to exercise or any delay in exercising any right, power or remedy by a Party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

Severance If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deleted under this Condition 18.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third Party Rights A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

Governing Law and Jurisdiction The Agreement and any matter arising from or in connection with the Agreement (whether in contract, tort or otherwise) shall be governed by, and construed in accordance, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising from or in connection with the Agreement, its subject matter or formation (including non-contractual disputes or claims).

Dispute Resolution The Parties agree to use their best efforts to resolve all disputes that may arise out of or in connection with the Agreement in an amicable manner. In the event the Parties cannot resolve any disputes by direct discussion with each other within one (1) month after the complainant Party informs the other Party of its desire to resolve such dispute by direct discussions, the complainant Party shall be entitled to submit the dispute to the courts.

Schedule A – Definitions

The following definitions shall apply in these terms and conditions (“Conditions”):

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Description automatically generatedAgreement means either a Framework Agreement or Site Agreement as the case may be. For the purposes of Condition 12 only “Agreement” means together the Framework Agreement and all Site Agreements.

Applicable Laws: means all applicable statutes, statutory instruments, regulations, by-laws, ordinances, rules, guidance, subordinate legislation, industry code, policy or standard, including Environmental Laws from time to time, insofar as these relate to the Services or Waste.

Charges: the charges payable by the Customer as set out in the Agreement in consideration of the provision of the Services by the Supplier (subject to variation in accordance with these Conditions).

Customer: means the business entity named in the Agreement who purchases the Services from the Supplier.

Customer’s Site means the Customer premises detailed in the Service Terms at which the Supplier shall provide the Services.

Early Termination Charge: means an amount equal to two-thirds of the remaining Charges calculated from the date of termination until the end of what was the Term and payable by the Customer in accordance with Condition 15.

Force Majeure Event” means the occurrence of an event or circumstance that prevents a party from performing one or more of its contractual obligations under the Agreement, to the extent that the party affected by the impediment (the “Affected Party”) proves a) that such impediment is beyond its reasonable control; b) that such impediment could not reasonably have been foreseen at the time of the conclusion of the Agreement; and that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party.

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Description automatically generatedFramework Agreement: means together the Service Terms and these Conditions under which the Supplier has agreed to offer to supply the Services to the Customer.

Framework Agreement Effective Date: means the date on which both Parties have duly signed the Framework Agreement.

Hazardous Waste: means any hazardous substance, waste or hazardous waste (including samples and contaminated equipment).

Initial Term: shall commence on either: (i) the Framework Agreement Effective Date for such duration as defined in the Service Terms, in respect of the Framework Agreement; or (ii) the relevant Service Commencement Date for such duration as defined in the Service Terms in respect of a Site Agreement.

Parties: means the Supplier and the Customer and “Party” means either the Supplier or the Customer.

Renewal Term: shall be as defined in Condition 2.1.

Services: means the collection of the Customer’s Waste by the Supplier (or a Supplier sub-contractor) from the Customer Site as set out in the Site Agreement.

Service Interval: means the frequency on which the Services are provided, as set out in the Service Terms;

Service Terms means the service terms set out above which detail the Services.

Site Agreement: means together the Service Terms and these Conditions under which the Supplier has agreed to offer to supply the Services and the Customer has agreed to accept such offer.

Site Agreement Effective Date: means the date on which both Parties have duly signed the relevant Site Agreement

Safetykleen Price Index: (“SKPI”): means the year-on-year annualised percentage (%) change to the Supplier’s prices reflecting the underlying changes in the Supplier’s costs. This change takes into consideration the amount of any increase in costs incurred by the Supplier as a result of changes in laws or regulations, changes in the cost of materials used in the provision of the Services or any other changes affecting its costs which are outside its control

Supplier: means the business entity named in the Agreement who provides the Services to the Customer

Term: means the Initial Term and any Renewal Term.

Valuable Material: means Waste collected by the Supplier from the Customer from time to time which has a resale value.

Waste: means the collection by the Supplier of the Customer’s waste material as identified in the Site Agreement.