Terms and Conditions – Parts Cleaning

TERMS & CONDITIONS

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 on https://safetykleeninternational.com/terms-and-conditions/parts-cleaning), 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 supply. Any special terms granted in respect of any Service Terms are not applicable to any subsequent Service Agreement without express consent in writing of an authorised officer of the Supplier.

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 or applicable Schedule.

The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and, from the Effective Date, 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

The Service Agreement shall commence on the Effective Date and each of the Services shall commence on the relevant Service Commencement Date and shall continue unless and until terminated in accordance with these Conditions. At the end of the Initial Term, the Service Agreement 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.

In the event of a one-off purchase (as specified in the Service 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 Service Agreement to reflect such changes.

Trial Period If the Parties agree to a trial, the Parties shall enter into the Trial Agreement which shall commence on the Effective Date and each of the Services shall commence on the relevant Service Commencement Date and shall continue for a period of no more than 5 working days from the Service Commencement Date unless stated otherwise in the Trial Agreement. At the end of the Trial Agreement, the Customer shall either enter into a Service Agreement or immediately make the Supplier Equipment available to the Supplier for collection.

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, Supplier Equipment or Cleaning Solution (as the case may be) if it appears to the Supplier reasonably necessary to do so either: (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 Equipment shall be installed by the Supplier at the Customer’s Site.

The Supplier shall carry out Service Visits 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 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 a Service Visit due to any failure by the Customer to comply with the Customer Obligations in Condition 6 below.

Unless expressly stated otherwise in the Service Terms, the Supplier will not collect or be responsible for the removal and/or disposal of (i) any waste or materials in the Supplier Equipment other than the Waste; or (ii) any additional waste that is placed near to or around the Supplier Equipment (“Unauthorised Waste”). Any such Unauthorised Waste remains the sole responsibility of the Customer.

If the Supplier Equipment breaks down due to a mechanical or other defect (“Defect”) the Supplier shall in its absolute discretion either repair the Defect, or provide a replacement Supplier Equipment at no additional cost to the Customer, provided always that: (a) the Customer notifies the Supplier immediately in writing of any Defect, but in any event prior to the next Service Visit; (b) the Customer has given the Supplier or its agents a reasonable opportunity to inspect the Supplier Equipment to assess the Defect; (c) the Supplier Equipment has been properly stored and maintained and not damaged or misused by the Customer (d) The Supplier Equipment has not been serviced, repaired, upgraded, converted or modified by any person other than the Supplier or its agents and (e) the Customer has used the Supplier Equipment in accordance with Condition 6, (together the “Minimum Requirements”). If the Customer has not met the Minimum Requirements the Supplier reserves the right to charge the Customer for the cost of repairing or replacing the Supplier Equipment.

The Supplier undertakes to the Customer that:

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

on collection of 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 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.

Customer Obligations

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

The Customer shall ensure at all times that the Supplier Equipment remains the property of the Supplier and shall not be disposed of or used in any way other than in accordance with the Agreement, including being removed from the Customer Site by the Customer or by a third party, without the prior written consent of the Supplier and that the branding and indications of the Supplier’s ownership of the Supplier Equipment remain visible at all times.

The Customer shall ensure that the Supplier Equipment is kept at all times in suitable facilities and in safe custody at the Customer’s risk and expense, until returned to the Supplier.

The Supplier Equipment must only be used in accordance with the manufacturer’s and Supplier’s instruction. No additional solvents and/or cleaning solutions other than the Cleaning Solutions may be used in the Supplier Equipment.

The Customer shall ensure that only Waste is introduced into the Supplier Equipment. The Customer agrees that it shall at all times be solely responsible for the disposal and/or removal of any Unauthorised Waste.

In the event that the Waste:

does not conform in all respects with the Waste that should be generated by the use of the Supplier Equipment or the Customer Equipment, as the case may be;

does not comply with Applicable Laws; or

is outside the parameters of Waste that the Supplier agreed to manage;

Each shall be defined as “Non-conforming Waste”.

The Supplier shall inform the Customer upon becoming aware and shall make arrangements for the disposal of the non-conforming Waste 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 Customer is liable for any damage suffered by the Supplier in connection with the transfer of Non-conforming Waste, including but not limited to possible financial or administrative sanctions.

The Customer shall not alter the Supplier Equipment, connect the Supplier Equipment to any other equipment or allow anyone other than the Supplier or its authorised agents to maintain the Supplier Equipment.

The Customer is liable for any damage caused to the Supplier Equipment, including but not limited to repair of the Supplier Equipment, or for its loss where repair is not possible.

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.

Other Waste and Hazardous Waste

This Condition 7 only applies if the Supplier has agreed to collect any Other Waste from the Customer as set out in the Service Terms.

The Customer undertakes to the Supplier that:

it shall ensure Other 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;

Other Waste and the containers for Other 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 Other Waste;

upon consignment notes and carrier schedules being produced to the Customer pursuant to Condition 7.4.3 it shall promptly sign them and not unreasonably delay or refuse so to do;

if Other 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, Other Waste from the Customer which:

does not conform in all respects with the requirement of Condition 7.2;

does not comply with Applicable Laws; or

is outside the parameters of Other Waste that the Supplier agreed to collect (as detailed in Condition 7.2);

it shall inform the Customer upon becoming aware and, at its discretion: (i) refuse to collect such Other Waste; (ii) make arrangements for the disposal of the non-conforming Other Waste; or (iii) return the non-conforming Other 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 Other Waste shall be sound, secure and leakproof at the point of delivery;

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

on collection of Other Waste, it shall produce for signature by the Customer all necessary consignment notes and/or carrier schedules relating to such Other 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 Other Waste.

CCOMS Services: In the event the Supplier is providing CCOMS Services Conditions 5.6, 5.10, 6.2, 6.3, 6.4, 6.7 and 6.8 shall not apply to such CCOMS Services. All other Conditions shall apply to CCOMS Services.

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 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 Service Agreement shall not exceed the total amount of fees paid or payable by the Customer under the Service 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 Service Agreement multiplied by 12.

Subject to Condition 12.2, each Party’s total liability arising out of or in connection with each Trial Agreement shall not exceed £100,000.

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 (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:

the 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 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. The Customer shall keep the Supplier Equipment in safe custody on the Customer’s Site in accordance with Condition 6.2 until the Supplier collects the Supplier Equipment .

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.

Early Termination Charges: If the Supplier terminates the Agreement pursuant to Condition 14.1.2 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 Early Termination Charges provided always that such amount shall not include any amount payable under Condition 14.5 and/or in respect of loss of or harm to the Supplier Equipment .

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 Condition 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 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”):

Agreement: means either a Trial Agreement or Service Agreement as the case may be.

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, Waste or Other Waste.

CCOMS Services: means the provision by the Supplier to the Customer of Cleaning Solutions for Customer Equipment supported by a number of Service Visits as set out in the Service Agreement, together with the collection of Waste as relevant.

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

Cleaning Solutions means such cleaning solutions, solvents and/or other materials which are supplied by the Supplier to the Customer and specified in the Service Terms to be used with the relevant Supplier Equipment or Customer Equipment (as the case may be);

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

Customer Equipment: means a Customer owned parts washer as defined in the Service Terms, together with all the relevant user materials, tools, diagrams, specifications, data, and waste containers (where applicable).

Customer’s Site means the Customer premises detailed in the Service Terms at which the Supplier Equipment or Customer Equipment (as the case may be) is located and where 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.

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

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.

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

Initial Term: shall commence on the Service Commencement Date for such duration as defined in the Service Terms.

Machine Services: means the provision by the Supplier to the Customer of the Supplier Equipment and Cleaning Solutions supported by a number of Service Visits as set out in the Service Agreement, together with the collection of Waste as relevant.

Other Waste: means any waste the Customer requires the Supplier to collect other than the Waste as set out in the Service Terms.

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

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

Service(s): means the provision by the Supplier to the Customer of ether Machine Services or CCOMS Services (as the case may be).

Service Commencement Date: unless stated otherwise in the Service Agreement shall be the date on which the relevant Supplier Equipment has been installed at the Customer’s Site in the case of Machine Services and the first Service Visit in the case of CCOMS Services, or in the case of a one-off purchase, the date on which such goods have been delivered to Customer.

Service Interval: means the frequency of Site Visits as set out in the Service Terms;

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

Service Visits: means a visit by the Supplier or its authorised agent to inspect the Supplier Equipment or Customer Equipment (as the case may be) at the Customer Site and if in the Supplier’s reasonable opinion, the Supplier Equipment or Customer Equipment (as the case may be) requires cleaning and/or a change of Cleaning Solutions the Supplier shall perform these activities

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 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

Supplier Equipment: means the supply by the Supplier to the Customer on a rental basis of a parts washer at the relevant Customer Site, as defined in the Service Terms, together with all the relevant user materials, tools, diagrams, specifications, data, and waste containers (where applicable).

Term: means the Initial Term and any Renewal Term.

Trial Agreement: means together the trial terms (as provided for in the relevant sections of the Service Terms) and these Conditions under which the Supplier has agreed to supply the Services to the Customer at the Customer’s Site on a trial basis.

Waste: means the Customer’s used waste material from the Cleaning Solution contained in the Supplier Equipment as a result of the Customer using the Supplier Equipment in accordance with Condition 6 above, or the Customer Equipment (as the case may be).