Conditions Of Hire Terms And Conditions
Definitions and Interpretation
In this Agreement the following terms shall mean:
- COMMENCEMENT DATE: Date of Delivery;
- DUTY OF CARE: the duty of care imposed by Controlled Waste Transfer Note of the Environmental Protection Act 1990 (as may be amended) (”EPA”)
- INITIAL TERM: the minimum period for which this Agreement shall continue as detailed on booking.
- SERVICE: the collection/tipping of Waste from the site most be specified by the customer.
- SITE: the Customer’s premises as detailed in Controlled Waste Transfer Note;
- WASTE: waste other than special waste (as defined in the EPA.
- This Agreement constitutes the entire agreement between the parties in respect of the Service, supersedes any previous arrangements relating to the same and prevails over any terms supplied by the Customer or implied by law, trade custom, practice, or course of dealing.
- This Part B shall prevail over the Controlled Waste Note but only to the extent of any conflict.
Subject to Clauses 2.2 and 9, this Agreement shall commence on the Commencement Date and continue for the Initial Term. Without prejudice to clause 9, on the last day of the Initial Term and each anniversary of the same (the “Renewal Date”) this Agreement.
Commencement of the Services on the Commencement Date is subject to Hopkinson Waste Management Ltd Accounts Department approving the setting up of a customer’s account. If for any reason an account is refused, this Agreement shall terminate immediately without liability.
Hopkinson Waste Management Ltd shall, in consideration of the Fees payable pursuant to Clause 4 and subject to these terms and conditions, provide the Service for the duration of this Agreement. Time shall not be of the essence for the provision of the Service by Hopkinson Waste Management Ltd.
Fees and Payment
- Subject to the remainder of this clause 4, the fee charged by Hopkinson Waste Management Ltd and payable by the Customer shall be the amount set out before service is carried out.
- VAT and Landfill Tax and any other duties taxes or levies relevant to or resulting from the provision by Hopkinson Waste Management Ltd of the Service will be added to the Fees and paid by the Customer at the rate prescribed from time to time.
- On the first anniversary of the Commencement Date and each subsequent anniversary the Fees (as may have been varied pursuant to this Clause 4) shall be adjusted upwards by the percentage variation (if any) by which the most recently published All Items Index of the Official General Index of Retail Prices has increased over the index published for the previous year.
- The Fees may also be upwardly adjusted to take fairly into account any increase in Hopkinson Waste Management Ltd transport, operating, disposal or other costs incurred in providing the Service, technical changes, any new legislation or regulation or the implementation of or change in existing law legislation or regulation coming into effect after the date of this Agreement which results in an increase in Hopkinson Waste Management Ltd costs.
- The Customer will pay Hopkinson Waste Management Ltd invoices within 30 days from the invoice date (“the Due Date”) without deduction or set off.
- If the Customer fails to pay any amount by the Due Date then without prejudice to Clause 9 that amount shall bear interest at 5% per annum above Hopkinson Waste Management Ltd bankers base rate at that time calculated on a daily basis from the Due Date until the full amount has been paid in cleared funds and Hopkinson Waste Management Ltd shall be entitled to suspend provision of the Service until such time.
Changes to the Services
- If the Customer requires changes to the frequency or timing of collections or other changes to the Services it may put a request in writing. Hopkinson Waste Management Ltd shall use reasonable endeavours (but shall not be obligated) to comply with any such requests.
- Any collections in excess of those specified in Part A or additional services agreed to be provided by Hopkinson Waste Management Ltd will be charged for (at Hopkinson Waste Management Ltd rates from time to time in force) in addition to the Fees.
- In the event that the Customer requires fewer collections than are specified within the booking, the Customer shall not be entitled to any reduction of Fees.
- Hopkinson Waste Management Ltd may, at any time, change the days on which it will collect Waste from the Site, subject to giving the Customer reasonable notice.
- The Customer shall provide Hopkinson Waste Management Ltd with all such assistance as Hopkinson Waste Management Ltd reasonably requires including without limit by providing suitable access to the Site.
- Location of containers and access routes for Hopkinson Waste Management Ltd shall be agreed before the Commencement Date and shall not be changed without Hopkinson Waste Management Ltd prior consent.
Any equipment supplied or left at the Site by Hopkinson Waste Management Ltd shall remain the property of Hopkinson Waste Management Ltd and the Customer shall at its sole cost keep any such equipment safe and maintained. strictly in line with the manufacturer’s recommendations. Hopkinson Waste Management Ltd may charge the Customer for any damage (other than fair wear and tear or caused by Hopkinson Waste Management Ltd negligence or wilful default) to its equipment. The Customer shall not permit use or movement of any such equipment without Hopkinson Waste Management Ltd prior written consent. Hopkinson Waste Management Ltd reserves the right to remove any of its equipment from the Site at any time without notice.
Vehicles taking Waste from the Site shall be weighed on Hopkinson Waste Management Ltd (or a third party’s) weighbridges and the weight of the Waste recorded.
- The Customer shall ensure that all Waste complies with the EWC Code(s) detailed in the Controlled Waste Transfer Note, the description accorded to it in any Transfer Note relating to it and in the written Waste Particulars to be provided by the Customer to Hopkinson Waste Management Ltd.
- Title to Waste shall pass to Hopkinson Waste Management Ltd when it is (with Hopkinson Waste Management Ltd authority) loaded onto a Hopkinson Waste Management Ltd vehicle. Hopkinson Waste Management Ltd shall not be obliged to accept, and title shall not pass in respect of, any Waste or material not complying with Clause 7.1 or which it is unwilling or legally unable to accept. In the event that Hopkinson Waste Management Ltd elects at its sole discretion to accept such Waste or material, then the Customer shall indemnify Hopkinson Waste Management Ltd from and against all costs, claims, demands and liabilities arising from (without limitation) any treatment, making safe or satisfactory disposal of the Waste or material by Hopkinson Waste Management Ltd.
- 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 supply all such information and documentation as Hopkinson Waste Management Ltd demands to comply with law, indemnifying Hopkinson Waste Management Ltd against the consequences of any failure to do so.
- The Customer warrants that it will comply with and shall procure that all persons handling Waste at the Site shall comply with the Duty of Care and all other applicable law/regulation. The Customer shall indemnify Hopkinson Waste Management Ltd from and against all costs, claims, demands, and liabilities arising from any failure to do so.
Liability and Indemnity
- The Customer shall indemnify Hopkinson Waste Management Ltd in respect of any liability, loss (including consequential loss) claim or proceedings in respect of death or personal injury or damage to any property arising from the operation of the Site or the loading/covering/containment of vehicles/Waste unless and to the extent due to Hopkinson Waste Management Ltd negligence.
- Hopkinson Waste Management Ltd shall compensate the Customer for any damage caused to the Site by its negligence (subject to satisfactory evidence of damage fault and quantum) except where damage results from following instructions given by the Customer or its personnel.
- The Customer shall keep Hopkinson Waste Management Ltd indemnified against any losses, costs, expenses, claims, damages, proceedings, and liabilities suffered or incurred by Hopkinson Waste Management Ltd as a result of any breach of this Agreement by the Customer.
- Hopkinson Waste Management Ltd shall in no circumstances be liable for any loss of profits or anticipated savings; loss of or damage to reputation or goodwill; loss of opportunity; wasted management or other staff time; losses or liabilities under or in relation to any other contract; in each case whether direct, indirect, special and/or consequential loss or damage; or for any other indirect, special and/or consequential loss or damage.
- Except in the case of death or personal injury 8 in respect of which Hopkinson Waste Management Ltd liability shall be unlimited, Hopkinson Waste Management Ltd total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the aggregate amount paid by the Customer under this Agreement in the 12 months prior to the event giving rise to the claim.
Termination and default
- Hopkinson Waste Management Ltd may terminate this Agreement at any time without liability to the Customer on giving the Customer at least three (3) months prior notice in writing.
Hopkinson Waste Management Ltd may terminate this Agreement forthwith without liability to the Customer if:
- The Customer breaches any obligation under this Agreement and in the case of breaches capable of remedy fails to comply with the terms of any written notice giving particulars of the breach and requiring it to be remedied within the time period specified in the notice.
- The Customer makes any composition or arrangement with creditors, goes into liquidation (other than a members’ voluntary liquidation) or has any distress of execution levied against it.
- A winding up order is made against the Customer; a provisional liquidator is appointed to the Customer; the Customer passes a resolution for winding up; an administration order is made against the Customer or a receiver, receiver manager or administrative receiver is appointed over the whole or any part of the Customer’s undertaking or assets; or the Customer ceases or threatens to cease trading.
- Any sum payable by the Customer to Hopkinson Waste Management Ltd remains unpaid on the fourteenth day following a notice in writing given by Hopkinson Waste Management Ltd to the Customer specifying that a sum is due and payable but remains unpaid.
- In the event of the expiry or termination of this Agreement all rights and obligations of both parties shall cease but without prejudice to any right of either party which may have accrued, including (without limit) Hopkinson Waste Management Ltd right to be paid in respect of all Services provided up to the date of termination.
- If Hopkinson Waste Management Ltd exercises its right to terminate pursuant to Clause 9.2, the Customer shall pay to Hopkinson Waste Management Ltd the amount of any loss or damage suffered by Hopkinson Waste Management Ltd as a result of such termination as damages for such breach.
- The Customer acknowledges and accepts that (subject to 9.1 and 9.2 above) this Agreement is for a fixed term and that it has no right to terminate this Agreement during the Initial Term.
- No variation of this Agreement shall be effective unless in writing and signed on behalf of both parties.
- Both parties shall be released from their respective obligations in the event that a party is prevented from carrying out its obligations by a cause beyond its reasonable control including where Hopkinson Waste Management Ltd waste disposal licence is revoked or amended preventing Hopkinson Waste Management Ltd fulfilling this Agreement.
- The failure by Hopkinson Waste Management Ltd to enforce any of the terms or conditions of this Agreement shall not be a waiver of them.
- The Customer shall not assign or sub-contract any of its rights or duties under this Agreement without Hopkinson Waste Management Ltd written consent. Hopkinson Waste Management Ltd may assign or sub-contract this Agreement (or part of it) without the Customer’s consent.
- Notices shall be in writing and sent to the address of the recipient set out in Part A (or such other address as a party may notify to the other) by hand, First Class Recorded Delivery Pre-paid Letter, or facsimile. Notices shall be deemed to have been served, if by hand when delivered, if by First Class Recorded Delivery post 48 hours after posting and if by facsimile when despatched (provided supported by a transmission confirmation sheet).
- This Agreement and its terms shall at all times be kept confidential by the parties (subject to any legal requirement on either party) and all information disclosed or obtained from the other in whatever form shall be regarded as confidential and shall not be disclosed to any third party whatsoever.
- This Agreement shall be governed by and interpreted according to English law