Premier Waste Recycling Limited
Terms and Conditions for the Supply of Commercial Waste Containers and Associated Services
1.1 In these conditions:
“Customer Service Agreement” means the document entitled the Customer Service Agreement and Order Form;
“Charges” means the charges for the Containers and the Services set out in the Customer Service Agreement;
“Contract Date” means the date as specified within Section 5 of the Customer Service Agreement;
“Contract” means the contract for the provision of the Containers and the Services by virtue of these Conditions and the Customer Service Agreement;
“Contract Period” means the period of time from the Contract Date to the date when the Customer Service Agreement is terminated in accordance with this agreement;
“Conditions” means the terms and conditions set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Company and the Customer and set out in the Contract;
“Consequential Loss” means direct, indirect or consequential loss which include without limitation pure economic loss, loss of production, loss of profit, loss of anticipated profit, loss of business opportunity, or loss of goodwill;
“Containers” means any waste containers, receptacles or other equipment provided by the Company to the Customer in accordance with the Contract and, subject to the terms of the Contract, the Containers will be hired to the Customer for the period stipulated in the Customer Service Agreement for the Customer’s use;
“Company” means Premier Waste Recycling Limited (Company Registration Number 7566881)
“Customer” means the party named in Section 1 of the Customer Service Agreement;
“EPA” means the Environmental Protection Act 1990;
“Initial Payment” means the initial payment payable by the Customer to the Company on demand (if requested);
“Initial Period” means the period of 12 months commencing from the Contract Date;
“Service Commencement Date” means the date from which the Company shall provide the Customer with the Containers and subsequently the Services;
“Services” means the waste collection and disposal services to be provided by the Company (or its Agents) to the Customer as agreed under the terms of the Contract;
“Waste” means waste as more particularly set out in Section 3 of the Customer Service Agreement and that the Company has agreed to collect or dispose of in performing the Services (and any part of them).
1.2 Any reference in these Conditions to any provision of a statute, statutory provision or other enactment shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time, provided that as between the parties, no such amendment or modification shall apply for the purposes of these Conditions to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of any party.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply of Containers and Services
2.1 The Company shall provide the Containers and Services to the Customer in consideration of the Charges, subject to these Conditions to the exclusion of all other terms and conditions. No terms and conditions of the Customer shall form part of the Contract.
2.2 The Company may at any time without notifying the Customer make any changes to the Containers or the Services or the manner in which they are provided to the Customer where it is required to do so in order to comply with any relevant or applicable statutory or regulatory requirements or which do not materially affect the nature or quality of the Service.
2.3 The Company may correct any typographical or other errors or omissions in any brochure, quotation, advertisement, catalogue or other document relating to the provision of the Containers or Services without any liability to the Customer and such documents shall not form part of the Contract.
2.4 Each signed Customer Service Agreement or acceptance of a quotation for Container hire or Services by a Customer will be an offer to hire Containers and purchase the Services subject to these Conditions.
3. Customer’s Obligations
3.1 Unless otherwise agreed in writing by the Company, the Customer warrants that it has complied with and will continue to comply with every obligation imposed by law (including without limitation any obligation imposed by any statute, statutory instrument or regulation), upon it in relation to the Waste including without limitation;
3.1.1 the statutory duty of care imposed by the EPA and the Environmental Protection (Duty of Care) Regulations 1991;
3.1.2 the Hazardous Waste Regulations 2005;
3.1.3 the Carriage of Dangerous Goods by Road Regulations 1996;
3.1.4 the Carriage of Dangerous Goods (Classification, Packaging and Labelling) and Use of Transportable Pressure Receptacles Regulations 2004;
3.1.5 the Waste (England and Wales) Regulations 2011;
3.1.6 any other relevant legislation; and
3.1.7 to comply with the duties imposed by virtue of the Health and Safety at Work etc Act 1974 and the Control of Substances Hazardous to Health Regulations 2002.
3.2 The Company shall have exclusive right during the Contract Period to supply Containers and Services for all of the Waste described which is in the possession or control of the Customer or the safe disposal of which is the responsibility of the Customer provided that this sub clause 3.2 shall only apply if the Company may deal with it under the terms of a waste management licence environmental permit or other consent under the EPA owned by the Company or its sub contractor.
3.3 The Customer shall not allow or permit any third party to empty or move any Containers unless specifically authorised by the Company to do so.
3.4 Where the Company is to collect the Waste, deliver or empty a Container or remove a container from a Customer site (as relevant), the Customer shall ensure that the Company has unobstructed vehicular access to the site on which the Container is located, and shall ensure that the Waste and Container are safely and reasonably accessible by Company personnel and vehicle for the purpose of collection. The Company accepts no liability for damage caused to any Customer property, surfaces, driveways, drainage or other services over which access is required as part of the supply of Services.
3.5 The Company shall be entitled to levy a waiting time charge at the rate of £60 per hour or part thereof if any vehicle of the Company has to wait at the site on which the Waste is stored in excess of 15 minutes beyond the normal timescale for collection stated overleaf such levy representing a genuine pre-estimate of costs incurred by the Company as a result of not being able to collect a Container at the time agreed with the Customer.
4. Delivery of Containers
4.1 The Company shall deliver such Containers that the Customer has ordered under the Customer Service Agreement to the Customer (at its agreed sites) within 7 days of the Company receiving the Initial Payment or on such other date as may be agreed between the parties. Further Containers shall be delivered to the Customer in accordance with any additional Customer Service Requests signed by the parties and within 7 days of the Company receiving payment in cleared funds for these Containers.
4.2 If for any reason the Customer fails to accept delivery of any Container when it is ready for delivery, or the Company is unable to deliver because the Customer has not provided appropriate instructions, documents, licences or authorisations or access;
4.2.1 risk in the Containers shall pass to the Customer;
4.2.2 the Containers shall be deemed to have been delivered; and
4.2.3 the Company may store the Container(s) until physical delivery, during which time the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5. Non-delivery of Service
5.1 Any liability of the Company for non-delivery of Container(s) or for non-performance of the Services shall be limited to:
5.1.1 promptly replacing the Container(s); and/or
5.1.2 promptly performing the Services; or
5.1.3 issuing a credit note at the pro rata Contract rate against any invoice already paid by the Customer, as the Company may in its absolute discretion decide.
6.1 The Container(s) are at risk of the Customer from the time of delivery.
6.2 The Containers shall at all times remain the property of and under legal ownership of the Company.
6.3 The Customer shall maintain the Container in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.
6.4 The Customer’s right to possession of any Containers at its sites shall terminate immediately if ;
6.4.1 The Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provisions for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and / or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court of the appointment of an administrator of the Customer or notice of intention to appoint an administrator if given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding – up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
6.4.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his / its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
6.4.3 the Customer encumbers or in any way charges, sells, leases, hires or otherwise disposes of any of the Containers; or
6.4.4 the Customer stores anything other than Waste in a Container; or
6.4.5 any Container is damaged, vandalised or stored other than in accordance with the terms of the Contract; or
6.4.6 the Contract is terminated for any reason.
6.5 The Company shall be entitled to recover payment for the Containers notwithstanding that ownership of any of the Containers has not passed from the Company.
6.6 The Customer grants to the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Containers are or may be stored in order to inspect them, or where the Customer’s right to possession has terminated, to recover them.
6.7 On termination of the Contract, howsoever caused, the Company’s (but not the Customer’s) rights contained in this clause 6 shall remain in full force and effect.
7.1 In the event that the Waste when collected by or delivered to the Company is in the opinion of the Company different from that stipulated in the Customer Service Agreement, the Company may in its absolute discretion:
7.1.1 refuse to accept or collect all or any part of the Waste;
7.1.2 make such increase in the Charges it sees fit;
7.1.3 terminate the Contract without any liability to the Customer;
7.1.4 require the Customer at its own expense to remove the Waste from the Container or the Company’s premises;
7.1.5 require the Customer to pay the Company’s charges for returning the Waste to the Customer; and/or
7.1.6 dispose of the Waste in such manner as the Company thinks fit according to the duty of care under the EPA, in which event the Customer shall indemnify the Company against any loss or expense arising or incurred by the Company in doing so.
7.2 At least 3 working days prior to collection by the Company the Customer shall notify the Company in writing of any changes in the content of the Waste that could cause it to be materially differ from that normally collected by the Company.
7.3 The Company may immediately terminate the Contract without liability to the Customer if, in the reasonable opinion of the Company, any Waste contained in a Container hired to the Customer is of a type with which the Company is not permitted to deal under the terms of a waste management licence under the EPA owned by the Company.
8. Responsibility for the Container
8.1 All Containers shall remain the property of the Company.
8.2 The Customer shall be responsible for providing and maintaining insurance to the reasonable satisfaction of the Company in respect of all Containers supplied to it by the Company. The Customer shall supply on request to the Company a copy of the insurance policy and a receipt for the current insurance premium.
8.3 No Containers shall be sited on a public highway.
8.4 The Customer shall only use Containers in accordance with the written instructions of the Company and in particular:
8.4.1 the Customer shall not allow any material to be burned or fire started in any Container;
8.4.2 the Customer shall comply with all requirements of the Company as to the packing of any Containers to be collected by the Company;
8.4.3 the Customer shall only place in any such Containers materials that form part of the Waste;
8.4.4 any damage caused by the Customer or third party through misuse or neglect will result in any costs incurred by the Company in the repair of the Containers being charged to the Customer;
8.4.5 any loss of a container, by theft or otherwise, will result in cost of a replacement container being charged to the Customer; and
8.4.6 the Customer shall immediately return the Containers at the Company’s request.
9. Containers and Waste Collection
9.1 Containers supplied under the Contract shall be suitable for containing and transporting Waste, and the Customer shall indemnify the Company against all actions, costs, expenses, damages, penalties, fines and other liabilities brought against or suffered by the Company which may arise from the Customer or any third party placing materials other than Waste in the Containers.
9.2 The Company shall have no obligation to collect any Waste other than that which is contained in a Container. The Company reserves the right to recoup all additional costs incurred by it through the collection and disposal of any Waste located outside of the Container including but not limited to any handling, disposal and transportation costs and the Customer agrees to pay such additional costs on demand,
9.3 Where the Waste is placed in drums, containers or packages which have not been supplied by the Company, the Customer shall ensure that;
9.3.1 they are clearly labelled in accordance with and as appropriate to all applicable laws, regulations and codes of practice;
9.3.2 they are appropriate for holding the Waste in accordance with all applicable laws, regulations and codes of practice; and
9.3.3 they are filled, packaged and sealed in accordance with all applicable laws, regulations and codes of practice.
9.4 If in the opinion of the Company the Customer has breached the terms of 9.3, the Company may:
9.5.1 refuse to collect or accept the Waste; or
9.5.2 require the Customer at its own cost to remove the Waste from its premises.
9.6 The Customer shall indemnify the Company against all actions, costs, expenses, damages, penalties, fines and other liabilities brought against or suffered by the Company which may arise from the Customer breaching any of the provisions of clause 9.2.
9.7 The Customer shall not allow any other third party contractors to site waste containers on the Customer’s premises for the duration of the Contract Period without the express written permission of the Company.
9.8 If additional waste collection services are required at the Customer’s premises the Customer shall give the Company a right of first refusal to provide these services prior to engaging a third party.
9.9 Notwithstanding clause 9.2, where any Containers, Waste (whether or not of the Customer) or other property of the Customer are left on the Company’s property or property operated on the Company’s behalf, or in any container of the Company, the Company reserves the right to dispose of the same at its sole discretion as it may be required to do by any governmental, statutory or regulatory body on demand and in any event in accordance with all legislative and/or regulatory requirements to which it may be subject and the Customer shall indemnify and keep indemnified the Company from all associated costs and expenses incurred by the Company as a result.
9.10 The Customer shall further indemnify and keep indemnified the Company from all and any costs, claims, expenses, charges, damages, penalties and fines and other liabilities arising directly or indirectly as a result of the Customer’s failure to correctly identify the nature of the Waste to be disposed of, collected or otherwise dealt with under the Contract.
10. Duration and Termination
10.1 The Contract shall commence on the Contract Date and shall continue until terminated by either party in accordance with these Conditions.
10.2 Subject to any early termination provisions contained in these Conditions, either party may terminate this agreement after the expiry of the Initial Period by notice in writing which must be of not less than 3 months duration and not more than 6 months duration, must be expressed to expire on the date which is 3 months after expiry of the Initial Period or any subsequent anniversary of the Contract Date and in order to be effective, such notice must be given in the manner set out in Clause 14.2
10.3 In the event that the Contract is terminated for breach on the part of the Customer or by the Customer other than in accordance with clause 10.1., then without prejudice to any other rights or remedies that the Company shall have, the Customer shall immediately pay to the Company as liquidated damages payable from the date of such termination to the earliest date on which this agreement could validly be terminated by notice given in accordance with Clause 10.1, the following amounts (such amounts representing a genuine pre-estimate of loss suffered by the Company as a result of the Contract being terminated early).
10.3.1 the balance of the Charges due and payable by the Customer to the date of termination together with any outstanding invoices; and
10.3.2 65% of the amount of the Charges that would have been payable for the period from the date of termination until the earliest date on which the Customer could have terminated the Contract in accordance with clause 10.1. For “On Demand” Services, this charge will be based on the average Services supplied over the previous 13 weeks.
10.4 The Company shall be entitled forthwith to terminate the Contract if;
10.4.1 the Customer commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days; or
10.4.2 the Customer ceases or threatens to cease to carry on business; or
10.4.3 the Customer becomes insolvent or goes into liquidation, whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation and in such manner that the Company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the Customer under this Contract) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets, or if the Customer makes an assignment for the benefit of or composition with its creditors generally, or threatens to do any of these things or if any similar event in any jurisdiction affects the Customer.
11.1 Subject to any special terms agreed, the Customer shall pay the Initial Payment and subsequent Charges in accordance with the intervals set out in Section 1(d) of the Customer Service Agreement and these Conditions.
11.2 If the weight of the Containers exceeds the ‘Max Bin Weight’ shown The Company reserves the right to recoup all additional costs incurred by it through the collection and disposal of any such Container(s) including but not limited to any handling, disposal and transportation costs and the Customer agrees to pay such additional costs on demand,
11.3 In the event that the Container cannot be lifted by the Company vehicle then any additional costs associated with the Services will also be charged to the Customer and be payable on demand.
11.4 The Company shall, and is entitled to charge for any Services which it is unable to carry out due to:
11.4.1 a public holiday in the United Kingdom; or
11.4.2 it not being able to gain access at the Customer’s premises; or
11.4.3 the Customer’s premises being closed; or
11.4.4 the Customer or the Company being in a shutdown period.
11.5 The Company may, on giving notice in writing to the Customer, increase the Charges to reflect any increase in cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, changes in legislation, alteration of taxation or duties and significant increases in the cost of labour or fuel) and such additional charges shall be payable by the Customer from 14 days after the date of the Company’s notice.
11.6 The Company has the right to increase its charges on any anniversary of the Contract Date and shall communicate any increase to the Customer in writing, not less than 14 days prior to the date on which the increase in charges is due to become effective.
11.7 The Customer shall pay all invoices issued to it by the Company by the due date in accordance with Section 1(d) of Customer Service Agreement. Initial Payments and any additional charges including for early contract termination, excessive weight, damage to or loss of container and waiting time shall be payable on demand. “In advance” shall mean payment is due, before a service period (annually/six monthly/quarterly) is due to commence.
11.8 A “Duty of Care” payable by the Company under the EPA shall be charged to the Customer and shall be applied annually (from April to March during each year) and shall be paid by the Customer on the same terms as detailed within Section 1(d) of the Customer Service Agreement.
11.9 Time of payment of the Charges shall be of the essence of the Contract.
11.10 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to;
11.10.1 charge the Customer interest on the amount unpaid at the rate of 4% per annum above Bank of England base rate from time to time, until payment is made (a part of a month being treated as a full month for the purpose of calculating interest);
11.10.2 suspend any further collections of Waste or refuse to take delivery of any further consignments of Waste; or
11.10.3 go onto the Customer’s site or such other premises upon which the Containers are located and remove them from those sites.
11.11 No payment shall be deemed received until the Company has received cleared funds and payments shall be made in full not by way of set-off or otherwise.
12. Time not of essence
Any times/dates quoted for the collection or acceptance of Waste and delivery of the Goods or Services are approximate only and time of collection or acceptance shall not be of the essence of the Contract unless previously agreed in writing by the Company. The Waste may be collected in advance of or after the stated collection times upon giving reasonable notice to the Customer.
13.1 The Company warrants to the Customer that the Services will be provided using reasonable care and skill and as far as reasonably possible, in accordance with the terms set out in the Contract Summary.
13.2 The Company warrants that the Containers will be of satisfactory quality but that all Containers are provided to the Customer on an “as seen” basis and the Customer acknowledges and agrees that;
13.2.1 it has made all reasonable enquiries that the Containers are suitable for the purposes for which the Customer intends to use them.
13.3 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Conditions, the Company shall not be liable to the Customer by reason of any representation, statement (unless fraudulent) or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract, for any direct, indirect, or special loss or Consequential Loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise), which arise out of or in connection with;
13.3.1 the provision of the Services of the Containers;
13.3.2 any delay in delivery of the Containers or carrying out any Services arising due to the Customer’s act or omissions; or
13.3.3 loss or damage to property or equipment of the Customer, or its customers, or any third party.
13.4 In any event, the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Charges paid by the Customer.
13.5 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control;
13.5.1 Act of God, explosion, flood, adverse weather conditions, fire or accident;
13.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
13.5.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
13.5.4 import or export regulations or embargoes;
13.5.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or a third party);
13.5.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
13.5.7 power failure, break down in machinery, or operational difficulties relating to machinery.
13.6 The Customer acknowledges that it has not relied on any statement, promise or representation of the Company which is not set out in the Contract. Nothing in these Conditions shall exclude or limit the Company’s liability for fraudulent misrepresentation.
14.1 The Company shall be entitled to perform any of the obligations undertaken by it and exercise any of the rights, granted to it under this Contract through any other Company which at the relevant time is its holding company or subsidiary (as defined by section 1159 Companies Act 2006, as amended) or the subsidiary of any such holding Company, and any act or omission of any such Company shall for the purposes of this Contract be deemed to be the act or omission of the Company.
14.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business as stipulated within the Contract document at the relevant time, have been notified pursuant to this provision to the party giving the notice.
14.3 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision in these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be effected.
14.5 The Contract shall be governed by the laws of England and Wales and the Customer agrees to submit to the exclusive jurisdiction of the English courts.
14.6 The Company may assign the Contract and the rights and obligations thereunder. The Customer shall not be able to assign its rights or obligations under the Contract without the prior written consent of the Company.
14.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not party to it.
14.8 Any changes or additions to the Customer Services Agreement other than any price increases made in accordance with conditions 11.5 and/or 11.6 must be agreed in writing between the authorised representatives of the Company and the Customer.
14.9 The Company reserves the right to amend these Conditions on not less than 14 days’ notice to the Customer.
15. Force majeure
15.1 For the purposes of the Contract, “Force Majeure Event” means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 or sever weather conditions or default of suppliers or subcontractors.
15.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than four (4) weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.