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1.GENERAL

1.1 These Conditions apply to all agreements for the supply of services by Waste Treatment Services Limited (WTS) and supersede any previous terms and conditions. No additions or modifications to or terms inconsistent with these Conditions shall be binding upon WTS unless specifically agreed in writing by WTS.

1.2 The rights and obligations of the Customer under this agreement shall not be assignable without the express consent of WTS.

 

2. DURATION
2.1 The agreement shall commence on the Commencement Date and shall continue unless terminated in accordance with this agreement.

2.2 The Service shall commence with effect from the date agreed between the parties.

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3. PAYMENT TERMS
3.1 The Charge will be calculated as stated in the Proposal. The amounts stated are exclusive of VAT and the Customer shall pay all sums due in respect of VAT in accordance with the invoice for the Service. WTS will ensure that each invoice for the Service contains adequate details of the VAT charged.

3.2 All payments for the Service shall be due and payable within 30 days of the date of the invoice for the Service unless otherwise agreed in writing.

4. PRICE

4.1 WTS shall have the right to increase the Charge at any time to take account of any variation in WTS’s costs including (but not limited to) variations in wages, disposal costs, administration costs, cost of materials and Equipment, fuel costs, taxes, duties and cost of compliance with Relevant Law except in the case of a fixed price contract. WTS shall endeavour to give the Customer not less than one calendar month notice of any variation of the Charge under this Clause but notwithstanding this the Customer shall be liable to pay any increase from the date specified in the notice.
 

 

5. DELIVERY ACCESS UNLOADING AND RETURN

5.1 The Equipment and Materials shall be delivered to the Project Site in the quantity specified in the Proposal. Time of delivery shall not be of the essence of this agreement.
5.2 The Customer shall take delivery of the Equipment and Materials on the date agreed between the parties or otherwise on the date on which the Equipment is delivered by WTS and shall provide suitable and safe access to the Project Site, a suitable area for siting the Equipment and suitable facilities for turning the Vehicle around.
5.3 The driver of the Vehicle may in his absolute discretion refuse delivery if he believes that access to the Project Site or turning facilities are unsafe or likely to cause damage to the Vehicle or if there is any reason to believe that the proposed area for siting the Equipment is unsuitable.
 

 

6. PERFORMANCE DATES AND FORCE MAJEURE

6.1 WTS will use reasonable endeavours to meet the dates for delivery of Services (which shall always be Working Days unless expressly agreed otherwise between WTS and the Customer) set out in the Proposal but shall not be liable for late performance or delay in performance of the Service.

 

6.2 Without prejudice to the generality of condition 6.1, WTS shall have no liability for any delay or default in the provision of the Service caused directly or indirectly by breakdown or unavailability of Equipment or Vehicles, inability to obtain labour or any other causes beyond WTS’s reasonable control.

 

7. CHANGES IN CUSTOMER REQUIREMENTS

7.1 If the Customer’s requirements for the Service shall at any time change, WTS shall, subject to condition 7.2, implement such changes as are agreed between the Customer and WTS.

7.2 WTS and the Customer shall join in making such written amendments to this agreement (which, for the avoidance of doubt includes the Charge) and in executing such replacement permits or consents as may be necessary to give effect to any changes agreed under this condition 7.

 

8. RISK

8.1 Risk of any loss or damage to the Equipment shall pass to and remain with the Customer from the time when the Equipment first arrives at the Project Site, except where the loss or damage arises from the negligence or wilful default of WTS, its employees, agents or sub-contractors.

 

9. TERMS AND REPRESENTATIONS

These Clauses set out the Customer’s rights in respect of any loss or damage caused by the provision of the Service or any statements made by WTS, its employees or agents. Customers are advised to read these provisions carefully and to check that they are covered by insurance against any loss or damage that they may sustain in respect of which the potential liability of WTS is or may be restricted or excluded hereunder.

9.1 The Equipment shall be deemed to be in good working order and condition and fit for the Customer’s purpose (save for defects not discoverable by a reasonable examination) except to the extent that the Customer has notified WTS to the contrary within three working days of the delivery of the Equipment at the Processing Site.
9.2 WTS accepts liability for death or personal injury to the extent that it results from negligence of WTS, its employees or agents and further accepts liability for any breach on the part of WTS of any condition or warranty as to title and quiet possession which may be implied by Section 7 of the Supply of Goods and Services Act 1982.
9.3 Subject to condition 9.4, WTS also accepts liability for any other direct loss or damage (but not any indirect or consequential loss, including (but not limited to) loss of profits, production, business or reputation) in relation to the Equipment, the Service or items belonging to the Customer, its employees or agents (including personal effects) to the extent that it results from:

9.3.1 a breach by WTS of any of the express provisions of these standard conditions of supply; or

9.3.2 the negligence of WTS, its employees or agents and does not result from (and to the extent that it is not contributed to by) the act, omission or negligence of the Customer, its employees or agents and so that WTS shall not otherwise be liable for any defect in the Equipment or loss, damage, nuisance or interference whatsoever caused by or in relation to the Equipment, the Service or items belonging to the Customer, its employees or agents (including personal effects) and the same shall be the liability of the Customer.

9.4 WTS’s total liability (including for related costs, fees and expenses) in respect of any one Transgression (except one giving rise to the liability referred to in condition 9.2) shall be limited to £50,000.

9.5 If any exclusion or limitation of liability or any other provision contained in this condition 9 or otherwise contained in the agreement is held invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if WTS thereby becomes liable for any defect or loss, damage or nuisance which would have otherwise been excluded such liability shall be subject to the other exclusions limitations or provisions set out in the agreement.
9.6 The provisions of this condition 9 shall remain in full force and effect notwithstanding any breach of this agreement by WTS, and shall apply to such breach whether or not this agreement is terminated in consequence of such breach.

 

10. EMPTYING REPLACEMENT AND REMOVAL

10.1 The Customer shall at all times allow WTS, its employees or agents and its Vehicles access to the Equipment to exchange filters or media, clean or replace it and on the termination of this agreement to remove it from the Project Site.

10.2 All Waste deposited in the Equipment shall remain the property of the Customer and shall not absolve the Customer from any liability or responsibility in relation to the Waste.

 

 

11. EQUIPMENT

11.1 The Customer will conform to any statutory enactments and regulations and bye-laws and regulations of local or other statutory authorities which apply to the Equipment.
11.2 The Customer shall not

11.2.1 overload or overfill the Equipment provided that overfilling refers to waste exceeding the level of the sides of the Equipment; or

11.2.2 set fire to the contents of the Equipment; or
11.2.3 interfere with the mechanism of the Equipment; or

11.2.4 add or attach to the Equipment any painting, sign, writing, lettering or advertising.

11.3 All Equipment provided shall remain the property of WTS and the Customer will have no rights in the Equipment other than as a mere bailee.

11.4 The Equipment must only be used by the Customer as directed by WTS and must be kept at the Project Site. The Customer shall have no right of lien over the Equipment.
11.5 The Customer has agreed that the Equipment is suitable to process the Waste in the quantities specified. WTS relies on the Customer’s advice as to the quantity weight of Waste involved in the provision of the Service.

 

12. WASTE

12.1 The Customer and WTS warrant that all Waste will be handled by a licenced Waste carrier.

12.2 The Customer shall be solely responsible for the accurate and complete description of the Waste and warrants that the details relating to the Waste shall be true and complete. WTS relies on those details in the provision of the Service. WTS shall be entitled to take samples of the materials to be processed by the Equipment to satisfy itself that the description is accurate prior to Processing. Such right shall under no circumstances relieve the Customer of its obligations to describe the Waste accurately.
12.3 The Customer may not place or caused to be placed in the Equipment any material other than Waste described in the Proposal.

12.4 Without prejudice to the generality of the provisions of this condition 12, WTS will be entitled to refuse to deal with any material:-

12.4.1 which it has reason to believe is toxic, poisonous, explosive, inflammable or otherwise dangerous unless by prior agreement; or

12.4.2 the handling of which may cause WTS to incur civil or criminal liability; or

12.4.3 which in WTS’s reasonable opinion does not comply with the description given to WTS in any Transfer Note; or

12.4.4 the disposal of which might involve WTS in additional expense or an unreasonable amount of extra work.

 

13. NAME PLATES

13.1 The Customer shall not remove, deface or conceal any name plate or mark indicating that the Equipment is the property of WTS and WTS shall at all reasonable times have access to inspect or repair such name plates or marks.

 

14. DISPOSAL

14.1 WTS will use all reasonable endeavours to satisfy itself that any Disposal Site at which the Customer’s Waste is disposed of is operated in accordance with statutory requirements where such Disposal Site is not operated by WTS. However, WTS accepts no liability whatsoever for any third party’s failure so to operate.

 

15. LIABILITIES OF THE CUSTOMER

15.1 During the agreement the Customer shall make good to WTS all loss of or damage to the Equipment (fair wear and tear excepted).

15.2 Subject to condition 9, the Customer shall indemnify and hold WTS harmless against any injury demands actions costs charges expenses loss damage or liability to any persons or property arising from:

15.2.1 any act omission or negligence of the Customer its agents or employees; or

15.2.2 the provision of the Service.

15.3 If the Customer requests that the Equipment be placed in a position which requires the Vehicle to leave the public highway the Customer shall indemnify and hold WTS harmless against any loss costs claims damages or expenses which WTS may thereby incur whether as a result of damage to the Vehicle, the Equipment, the property of the Customer or a third party including damage to the road margin or pavements.

15.4 The Customer shall maintain insurance cover in respect of this indemnity and shall at the request of WTS provide a copy of the insurance policy as proof of maintaining such cover.

 

16. TERMINATION

16.1 If the Customer commits any breach of this agreement WTS may, in addition to its other rights in respect thereof, give notice to the Customer to terminate this agreement immediately or, at the option of WTS, after 21 days from the date of such notice if the Customer shall not have remedied the breach to WTS’s satisfaction during that time.
16.2 If the Customer shall have a receiver, an administrator or an administrative receiver appointed for the whole or any part of its assets or if an order shall be made or a resolution passed for its winding-up (unless this is for the purpose of its reconstruction or amalgamation) then this agreement shall terminate forthwith.

16.3 Either party may terminate this agreement by the service of notice, which must be of not less than three months’ duration and not more than six months duration, must be expressed to expire on the date which is three months after any anniversary of the Commencement Date and must be given in the manner set out in condition 18.

16.4 Termination of this agreement shall be without prejudice to any rights or liabilities of either party which may have accrued to that date.

 

17. AMENDMENT

17.1 WTS reserves the right to amend this agreement as it considers necessary to comply with statutory requirements from time to time or any change in legislation governing the processing, transport and disposal of Waste and will notify any such amendment to the Customer as soon as practicable.

18. NOTICES

18.1 Any proposal acceptance agreement authority permission or notice referred to in this agreement shall be:

18.1.1 in writing; and

18.1.2 given to the party for whom it is intended at the address for that party as set out in this agreement, or such address as is notified to the other party for that purpose; and
18.1.3 given by post, facsimile or e-mail and shall be deemed to have been received two Working Days after the date of posting or one Working Day after the date of facsimile transmission or e-mail as the case may be.

 

19. GOVERNING LAW

19.1 This agreement shall be governed by and construed in accordance with the Laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.

19.2 Any reference to any Act of Parliament Regulation or Order shall include any re-enactment, amendment, replacement or modification thereof.

 

20. FOREBEARANCE

20.1 No time indulgence or relaxation on the part of WTS shown or granted in respect of any of the provisions of this agreement shall in any way affect diminish restrict or prejudice the rights or powers of WTS under this agreement or operate as or be a waiver of any breach by the Customer of the terms of this agreement.

 

DEFINITIONS

In these Conditions the following words and expressions shall have the following meanings:

“Agreement” means a signed agreement between the Customer and WTS for the delivery of Equipment and Services.

 “Assumed Weight” means the assumed weight further particulars of which are set out in section 2.

“WTS” means Waste Treatment Services Limited or any of its subsidiary or associate companies.

“Charge” means the total amount payable for the Service in respect of the Service Charge, Daily Rental and Delivery Charge.
“Charge Per Tonne” means the amount per tonne of Waste Processed, Transported or Disposed of, as increased from time to time pursuant to condition 4.

“Charge Per Cubic Metre” means the volume of Waste Processed, Transported or Disposed of, as increased from time to time pursuant to condition 4.

“Commencement Date” means the date on which both parties sign the Agreement or WTS accepts Customer’s Purchase Order.

“Customer” means the customer further particulars of which are set out in the Agreement or WTS accepts Customer’s Purchase Order.

“Daily Rental” means the daily amount set out in the Agreement, as increased from time to time pursuant to condition 4.

“Delivery Charge” means the amount set out in the Agreement.

“Disposal Site” means the site or sites further particulars of which are set out overleaf.

“EA Charge” means the environmental administration charge levied by WTS from time to time in accordance with this Agreement.

“Equipment” means each and every item of waste processing equipment hired out by WTS to the Customer, including containers.

“Excluded Waste” means those types of waste conditionally or unconditionally prohibited from landfill by Relevant Law.

“Hazardous Waste” means hazardous waste as defined by Relevant Law.

“Inert Waste” means inert waste as defined by Relevant Law.

“Liquid Waste” means liquid waste as defined by Relevant Law.

“Non-Hazardous Waste” means non-hazardous waste as defined by Relevant Law.

“Project Site” means the site or sites further particulars of which are set out in the agreement.

“Proposal” means a written proposal, quotation or estimate issued by WTS detailing the services to be supplied to the Customer by WTS and the Charge.

“Purchase Order” is a document issued by the customer requesting delivery of Equipment and Services detailed in the Proposal.

“Relevant Law” means any statute, European Community Directive or the requirements of any government department, local authority or other public or competent authority, and guidelines including (but not limited to) those contained in government waste management papers and codes of practice issued by the government for the waste disposal industry and which are relevant to the parties’ obligations under this agreement.

“Service” means the provision of Equipment and Services for the processing of Waste or any part thereof as agreed between WTS and the Customer.

“Special Waste” means a special waste as defined in the Special Waste Regulations 1996 or any other Relevant Law from time to time.

“Transgression” means any single breach of this agreement, tort or other act default omission or statement of WTS its employees
agents or subcontractors in respect of which WTS is held liable to the Customer.

“Treatment” means as such term is defined by Relevant Law.
“Vehicle” means each and every vehicle owned or operated by WTS, its agents or sub-contractors which visits any Project Site to deliver, empty, replace or remove Equipment.
“Waste” means the waste further particulars of which are set out in the Proposal or in applicable to this agreement.

"Waste Minimisation Services" is a trading name of Waste Treatment Services Limited.

“Working Day” means a day (excluding Saturday and days where local holidays to not coincide with public/bank holidays) on which banks in London are open for general business.