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Terms and Conditions
1.1 In these conditions (“Conditions”), the following rules apply:
(a) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.;
(b) any phrase introduced by the terms including, in particular or any similar expression, shall be construed as illustrative and shall not limit the words preceding those terms; and
1.2 These Conditions and the Duty of Care / Service Agreement (“DocSA”) annexed hereto form the entire agreement between Green Recycling Limited, a private limited company registered in England with Co. Reg. No. 04276692 whose registered office is at Quayside Industrial Park, Bates Road, Maldon, Essex CM9 5FA (“Us”, or “Our” or “We”) and the person or persons named in the DoCSA as the customer (“You” or “Your”).
1.3 The Conditions and the DoCSA form the contract between You and Us (the “Agreement”) to the exclusion of any of Your terms or any terms that are implied by trade, custom, practice or course of dealing unless We agree otherwise in writing.
1.4 You acknowledge that You have not relied on any statement, promise or representation made by Us or on Our behalf which is not set out in this Agreement.
2. COMMENCEMENT AND DURATION
2.1 This Agreement commences on the date You sign the DoCSA (the “Commencement Date”).
2.2 This Agreement shall continue unless terminated in accordance with clauses 4 or 8, for 24 months (the “Initial Term”) from and including the first date that We empty the Bins.
2.3 The term of this Agreement shall automatically extend at the end of the Initial Term for a further period of 12 months (the “Extended Term”) unless You give Us written notice at least 30 calendar days prior to this date to terminate this Agreement.
2.4 The term of this Agreement shall automatically extend for a further period of 12 months at the end of each Extended Term unless You give Us written notice at least 30 calendar days prior to the end of an Extended Term to terminate.
3. SUPPLY OF SERVICES
3.1 We will provide You with a bag or bags and or a bin or bins and or other collection or disposal equipment (“Bins”) for You to store Your waste and or Your recyclable materials and or Your discarded materials as stated in the DoCSA (“Waste”) for collection by Us.
3.2 During the Initial Term and any Extended Term We shall empty the Bins (the “Services”) using reasonable care and skill in accordance with Our obligations in this Agreement.
3.3 We will use Our reasonable endeavours to collect Waste from You on the day during the hours of access and at the frequency stated in the DoCSA. If this day is not a normal working day We will collect Your Waste within two working days of this date.
3.4 We may at Our discretion provide You with reasonable notice if We need to change the day for the provision of the Services.
3.5 We shall not be required to empty any Bin which in Our opinion is overfilled, uneven, or may harm or injure Our personnel.
3.6 We reserve the right to make any changes to the Services to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
4. YOUR OBLIGATIONS
4.1 You must:
(a) permit Us to place Bins at Your premises;
(b) take reasonable care of the Bins fair wear and tear excepted;
(c) advise Us as soon as possible if any Bin is damaged or stolen or goes missing so that We may repair or replace the Bin at Your cost;
(d) ensure that each damaged or dangerous Bin is moved away from any area where it may cause harm to any persons or to property;
(e) ensure that the brake on each Bin is applied at all times (if fitted);
(f) place Your Waste in the Bins;
(g) not overfill a Bin with Waste;
(h) not place any items or materials in the Bins that are not of the type stated in the DoCSA;
(i) assist Us in matters relating to Our provision of Services;
(j) not do anything that may endanger the health or safety of any of Our employees, agents, consultants and subcontractors;
(k) provide Us, Our employees, agents, and subcontractors, during usual business hours access to the Bins for Waste collection;
(l) ensure access to and egress from Your premises and the Bins is clear from obstruction and suitable and appropriate in all respects for Our normal Waste collection vehicle;
(m) not engage the services of any other person for collection of Waste during the Initial Term or any Extended Term;
4.2 You warrant and represent to Us that all information supplied by You and all information provided by You on the DoCSA is true, complete, accurate, and without omission.
4.3 If during the Initial Term and any Extended Term any information You provided is no longer true, complete, accurate and without omission You must advise Us immediately.
4.4 On receipt of any information provided to Us pursuant to clause 4.3 We may, at Our discretion and without limitation;
(a) change the way Services are provided to You;
(b) adjust the Charges; or
(c) terminate this Agreement.
4.5 If the performance of any of Our obligations is prevented or delayed by Your act or omission (“Your Default”), then:
(a) without limiting Our other rights or remedies, We may suspend performance of the Services until You remedy Your Default;
(b) We shall not be liable for any costs or losses You sustain or incur arising directly or indirectly from Our failure or delay to perform the Services; and
(c) You must reimburse Us for any costs or losses We sustain or incur arising directly or indirectly from Your Default.
5. CHARGES AND PAYMENT
5.1 Our Charges for the Services are as set out in the DoCSA.
5.2 We will charge You the Lift Charge for each Bin for the specified frequency during the Initial Term and any Extended Term.
5.3 You must pay Us the Rental Charge for each Bin in accordance with the DoCSA.
5.4 We reserve the right to amend Our Charges from time to time for any reason that We consider to be reasonable, including but not limited to changes in fuel costs and landfill taxes by providing You with no less than 30 calendar days notice of Our intention to do so.
5.5 Time for payment shall be of the essence of this Agreement. Time shall not be of the essence for any other part of it.
5.6 If You fail to make any payment to Us by the due date for payment (the “Due Date”) We have the right to charge You interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 accruing daily until actual payment.
5.7 You must fully pay all amounts due without deduction or set-off.
5.8 If We have offered You a payment account, You consent to Us taking references including but not limited to any You provide.
6. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing shall limit or exclude Our liability for:
(a) death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
6.2 We shall not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(a) loss of profit;
(b) indirect or consequential loss arising under or in connection with this Agreement;
(c) losses that may result from Our deliberate breach of the Agreement whether by Us, or Our employees, agents or subcontractors; or
(d) other losses resulting from Our performance of the Agreement.
6.3 Our total liability to You in respect of all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the sum actually paid by You to Us for the Services in the 12 month period prior to the event or events leading to Your loss.
6.4 Except as set out in the Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
6.5 This clause 6 shall survive termination of the Agreement.
7.1 You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses We suffer or incur arising out of a breach of Your obligations.
8.1 You may cancel this Agreement within 7 days of the Commencement Date by written notice.
8.2 If You cancel this Agreement pursuant to clause 8.1 You must pay for all Services provided since the Commencement Date.
8.3 Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect on written notice to the other if the other commits a material breach of this Agreement and (if such a breach is remediable) fails to remedy that breach within 21 days of that being notified in writing.
8.4 Without limiting Our other rights or remedies:
(a) We may terminate this Agreement with immediate effect or suspend Our provision of the Services by giving You written notice if:
(i) You fail to pay Us any amount due by the Due Date;
(ii) You are in breach of Your obligations pursuant to clause 4.1(a) to clause 4.1(m) inclusive;
(iii) You become unable to pay Your debts as they fall due or You admit inability to pay Your debts or (being a company) You are deemed unable to pay Your debts pursuant to section 123 of the Insolvency Act 1986 or (being an individual) You are deemed unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) You have any partner to whom any of the foregoing apply or suffers any insolvency or bankruptcy type event;
(iv) You undergo a change of control as defined in secton 1124 of the Corporation Tax Act 2010.
9. CONSEQUENCES OF TERMINATION
9.1 On termination of this Agreement for any reason:
(a) You must pay all outstanding unpaid invoices and interest to Us immediately, and, in respect of Services supplied but for which no invoice has been submitted, We will submit an invoice which must be paid by You immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
10.1 Force majeure:
(a) A “Force Majeure Event” means an event beyond Our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, adverse weather condition or default of suppliers or subcontractors.
(b) We shall not be liable to You as a result of any delay or failure to perform Our obligations as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents Us from providing any of the Services for more than eight weeks, We shall, without limiting Our other rights or remedies, have the right to terminate this Agreement by giving You written notice.
10.2 Assignment and subcontracting:
(a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under this Agreement and may subcontract or delegate in any manner any or all of Our obligations under the Agreement to any third party or agent.
(b) You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under this Agreement.
(a) Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid post or recorded delivery, at 9 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
(c) This clause 10.3 does not apply to service of proceedings or other documents in any legal action.
(d) Notice is not validly served if sent by e-mail or fax or in any other electronic form.
(a) If a court or any other competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.5 Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
10.6 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
10.7 No variation will be binding unless We agree to it in writing.
10.8 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed by English law. The parties irrevocably submit to the exclusive jurisdiction of the English courts.