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Terms and Conditions

Terms and Conditions
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SERVICE AGREEMENT

 

Definitions

In this agreement–

“Agreement” means the agreement between ISL LTD and Customer comprising the terms overleaf and these Terms and Conditions, as amended from time to time in accordance with these Terms and Conditions. “Duty of Care” means the duty of care under section 34 of the Environmental Protection Act 1990.

 

“Equipment” means the container(s) specified overleaf to be provided and/or hired by ISL LTD to customer under this agreement and any replacement(s) or addition(s) provided by ISL LTD from time to time. “Excluded Waste” means any waste of any kind which does not comply with the terms of the applicable Waste Description.

 

Any Special Waste which is not specifically described in the Waste Description shall be Excluded Waste.

 

“Initial Term” means the initial Term of this Agreement as stated overleaf from the Effective Date further stated overleaf. “services” means the waste collection and (if applicable) equipment hire services to be provided by ISL LTD to Customer under this Agreement as described overleaf.

 

“Specialist Equipment” means any Equipment comprising a static compactor or a shredder or any Equipment which has been specially designed or modified for Customers purposes.

 

“Special Waste” means any material qualifying at any time as special waste under UK regulations. “Term” means the duration of this Agreement comprising the initial Term and any Renewal Term arising as provided in Clause 3 below.

 

“Waste Description” means the description of the Waste Material in the Waste Transfer Note overleaf or any other subsequent description agreed in writing between ISL LTD and Customer, or (in respect of Special Waste) the description of the Waste material in the applicable consignment note.

 

“Waste Material” means Customers waste material complying with the terms of the applicable current Waste Description for collection and disposal by ISL LTD pursuant to this agreement.

 

“Waste Transfer Note” Means the Waste Transfer Note overleaf duly completed by Customer and ISL LTD and any subsequent Waste Transfer Note(s) completed for Waste Material under this agreement.

Services Rendered / Agreement

2.1 ISL LTD shall provide the Services and Equipment in accordance with the terms of this Agreement.

2.2 No agreement between ISL LTD and Customer shall come into effect until this Agreement, including (if applicable) the Waste Transfer Note, have been signed by both Customer and ISL LTD. The Customer shall make available a duly authorised person to sign this Agreement and the Waste Transfer Note as well as to sign subsequent Waste Transfer Notes on a periodic but no less than on an annual basis.

Term

This Agreement shall remain in force, subsequent to earlier termination as provided herein, for the initial Term and shall automatically renew and remain in force for successive one year terms (the "Renewal Term") thereafter unless either party shall give notice of termination by written notice to the other at least sixty (60) days prior to the expiration of the initial Term or Renewal Term

(This is for a 7 Day Calendar Day Rental).

Waste Material

4.1 Customer undertakes to ISL LTD that –


(a) the Waste Transfer Note overleaf contains (and that any subsequent Waste Transfer Note shall contain) an accurate and adequate description of the nature and characteristics of the Waste Material to enable ISL LTD to safely and lawfully manage the same and that Customer shall notify ISL LTD in advance of any change in the composition of the Waste Material.


(b) It is the sole owner of and otherwise has the sole right to deposit the Waste Materials in the equipment and


(c) It shall at no time deposit in any Equipment or place for collection by ISL LTD any Excluded Waste and that it shall prevent such deposit or placement of Excluded Waste by third parties.

 

4.2 ISL LTD shall acquire title to Waste Material when it is loaded into ISL LTD collection vehicle

 

4.3 Customer shall ensure that the Waste Material is lawfully and properly labelled and packaged to enable it to reach its final point of disposal without escape where the Waste Material is collected in drums, bales, bags or other containers.

 

Excluded Waste

Notwithstanding clause 4.2, title to, risk or loss of and liability for any Excluded Waste shall remain with Customer and customer shall indemnify and hold harmless ISL LTD from and against any and all claims, losses, damages, penalties, fines and liabilities resulting from or arising out of the deposit of Excluded Waste in the collection vehicle, containers and other equipment of ISL LTD or any subsequent handling of such Excluded Waste by or on behalf of ISL LTD.

 

However ISL LTD accepts that it is liable for death or personal injury resulting from its negligence.

 

Licensed Waste Disposal Facility

ISL LTD confirms that the final destination of the Waste Material shall be a properly licensed or exempted facility for disposal, recovery, recycling, treatment, transfer etc, of such Waste Material. For the avoidance of doubt ISL LTD shall not be responsible for Excluded Waste.

 

Payments

7.1 Customer shall pay ISL LTD on a monthly/quarterly basis as agreed overleaf for the services furnished by ISL LTD in accordance with the charges and rates provided for herein.

 

7.2 Payment shall be made by Customer to ISL LTD within 30 days from the date of the invoice from ISL LTD.

 

7.3 ISL LTD may charge and Customer shall pay interest on all overdue payments due from Customer hereunder accruing from day to day at the rate of 4% per annum above the base rate from time to time of National Westminster Bank plc.

 

Rate Adjustments

8.1 As disposal and fuel costs constitute a significant portion of the cost to ISL LTD of providing the Services, ISL LTD shall have the right to increase the charges and rates provided for herein proportionately to adjust for any increase in such costs or any increases in transportation costs due to changes in location of the disposal facility which ISL LTD uses for the purpose of providing services, provided such changes are outside the reasonable control of ISL LTD.

 

8.2 ISL LTD shall also have the right to increase such charges and rates from time to time –
(a) to adjust for increases in the index of Retail Prices (all items) as published by the Central Statistical Office or any replacement of that index, and/or


(b) to proportionately pass through to Customer increases in the average weight or volume of Customers Waste Material, increases in ISL LTD costs due to changes in local, national, or international legislation, rules ordinances or regulations applicable to ISL LTD operations or the services , or increases in taxes, duties, fees or other governmental charges assessed against or suffered by ISL LTD.

 

8.3 ISL LTD may only increase rates for reason other than those set out in clauses 8.1 and 8.2 above with the consent of customer. Such consent may be evidenced verbally, in writing or by the actions and practices of the parties.

 


Service Changes

9.1 Changes to the type, size and amount of the Equipment or the type or frequency of the collection service shall require agreement between the parties evidenced in writing and may be accompanied by corresponding increases to ISL LTD charges and rates.

 

Such agreed changes shall not affect the validity of this Agreement and this Agreement shall be deemed amended accordingly. This Agreement shall continue in effect during the

 

Term in respect of and apply to any agreed new service address location of Customer within the area in which ISL LTD provides the collection service, subject to appropriate increases to the charges and rates if ISL LTD in accordance with ISL LTD standard scale of charges for the area concerned.

 

Responsibility for Equipment

10.1 The Equipment shall remain the property or ISL LTD at all times. However Customer acknowledges it has care, custody and control of the Equipment and shall take reasonable care of it while at Customers location and accepts responsibility for all loss, damage or defacement to the Equipment (except for normal wear and tear or for loss or damage resulting from ISL LTD negligent handling of the Equipment) and for its contents while in its custody and control.

 

10.2 Customer shall inform ISL LTD immediately (by telephone and then continued in writing) if any of the Equipment is lost, damaged or defaced in any way.

 

10.3 Customer shall keep all Equipment safely secured or sealed at its cost and expense prior to collection.

 

10.4 Customer shall not overload (by weight or volume) move or alter the Equipment and shall use the Equipment only for its proper and intended purpose. Equipment must not be loaded above the level of the side thereof.

10.5 Customer shall ensure that any item of Equipment placed in the street, highway or public thoroughfare is adequately lit and coned at all necessary times.

 

10.6 Customer shall not create or purport to create or permit to subsist over the Equipment any mortgage, pledge, lien, charge, assignment, hypothecation, adverse title or security interest or trust arrangement or acknowledge any claim by any person and shall take all necessary action to protect ISL LTD ownership of the Equipment.

 

10.7 Customer shall not unless with ISL LTD prior written consent place or fix on the Equipment any name, sign, marking, advertising or other device and shall not remove, cover or deface any name, sign, marking, advertising or other device placed by ISL LTD on the Equipment.

 

10.8 Customer shall indemnify and hold harmless ISL LTD against all claims, damages, suits, penalties, fines, losses and liabilities for injury or death to persons or loss or damage to property (including by way of example and not limitation burnt Equipment and damage to third parties property) arising out of customers use, location, operation or possession of the Equipment but not caused by the negligence of ISL LTD or its employees.

 

 

10.9 Customer hereby gives irrevocable right and license to ISL LTD and its designees to enter any premises at any time with or without vehicles and with or without notice for the purpose of accessing and/or removing the Equipment. Customer shall provide unobstructed and safe access to any Equipment on any scheduled or other collection day.

 

If the Equipment is inaccessible to that any scheduled pickup can not be made, ISL LTD will promptly notify the Customer and afford the Customer a reasonable opportunity to provide the required access, however ISL LTD reserved the right to charge to customer any wasted or additional collection costs incurred due to Customer's failure to provide such accesses.

 


Insurance

11.1 Customer shall at all times during the Term maintain with a reputable insurance company approved by ISL LTD (and shall do nothing to make void or inapplicable) insurance cover in respect of the Equipment in an amount not less than the full replacement value thereof against fire, theft, destruction and damage from whatever cause or other risks and third party liability (“insurance”)

 

Customer shall ensure that the interest of ISL LTD in the Equipment is noted on the policy(ies) of insurance and that all proceeds of any claim thereon are nominated to be paid directly by the insurer to ISL LTD. Customer shall on demand from time to time produce to ISL LTD such evidence of the currency of insurance as ISL LTD may reasonably require.

 

11.2 If any of the Equipment is lost or damaged such as to be incapable or economic repair in the opinion of he insurers, ISL Waste Service shall have the option to elect either that the insurance money be applied so far as possible in replacing the

 

Equipment concerned with Equipment of similar type and description or to terminate this Agreement by giving at least 14 days prior notice to the Customer. Customer shall be obliged to within such 14 day period to pay the following sums to ISL LTD

 

 

(a) All amount described in clause 13.2 (a) and (c) below, and
Any deficiency between the full replacement value of the

 

(b) Equipment concerned and the amount of the insurance monies actually received by ISL LTD under the assurance and to make available for collection by ISL LTD any Equipment not so lost or damaged.

 

Damage to Surfaces and Third Party Property.

Customer recognises that it is difficult for ISL LTD to ensure that the Customers pavement or driving surface is adequate to bear the weight of ISL LTD vehicles.

 

Therefore, Customer accepts responsibility for accessing and ensuring such adequacy and obtaining appropriate insurance cover and responsibility for any damage to Customers pavement, curbing or other driving surfaces resulting from the weight of ISL LTD Vehicles providing services at Customers location.

 

Default and Termination

13.1 if, during the Term, Customer shall be more than 14 days late in payment required under this Agreement or shall be in breach of any other provision of this Agreement or Customer becomes unable to pay its debts or otherwise becomes insolvent or if the Customer enters liquidation or any receiver, administrator, manager or liquidator is appointed in respect of Customer, ISL LTD may treat this Agreement as repudiated by Customer and either terminate this Agreement forthwith by written notice to customer if Customer fails to do so remedy within the period allowed. Termination shall be without prejudice to other rights and remedies to ISL LTD accrued at termination.

13.2 In the event ISL LTD terminates this Agreement under clause 13.1 Customer shall forthwith make the Equipment available for collection by ISL LTD and shall forthwith pay to ISL LTD:
(a) all sums already due to or invoiced by ISL LTD under this Agreement at termination.


(b) As liquidated damages,
In case of Collection Services and/or Equipment other than Specialist Equipment, Customer’s most recent total monthly charge for the Services concerned multiplied by the number of months remaining in the Term but subject to a maximum multiple of six and/or In the case of Specialist Equipment, Customer’s most recent total monthly charge for rental thereof multiplied by the number of months remaining in the term, less in each a discount at the rate of 2% per annum compounded quarterly for the accelerated payment and


(c) all cost and expenses incurred by ISL LTD in locating, repossessing or recovering the Equipment or collecting any payments due hereunder or otherwise obtaining due performance of Customers obligations hereunder(including without limitation any legal costs)

 

13.3 Customer expressly acknowledges that in the event of termination of this Agreement under clause 13.1, the payment set forth in sub-clause (b) above constitutes a reasonable pre-estimate of the loss that ISL LTD will incur in such event and is not imposed as a penalty.


Assignment

Customer shall not assign this Agreement without the prior written consent of ISL LTD but ISL LTD may assign both the benefit and the burden of this Agreement without restriction.

 

Excused Performance

Neither party hereto shall be liable to perform or delay in performance hereunder due to contingencies beyond its reasonable control including but not limited to, strikes, riots, compliance with laws or governmental orders, fires and acts of god and such failure shall not constitute a breach for the purposes of clause 13.1.

 


Entire Agreement

This Agreement represents an entire understanding and Agreement between the parties hereto and overrides and supersedes any and all prior Agreements, terms, conditions, warranties and representations whether written or oral, that may exist between the parties regarding same other than those made in accordance with the express provisions hereof.

 

Except as may be expressly provided in the Agreement any other terms and conditions and all warranties, terms, conditions and representations express or implied by law are and shall be hereby excluded.

 

Responsibility

ISL LTD shall not be liable to Customer for any direct or indirect or consequential loss (including without limitation, economic loss or loss of profits or goodwill) or for any damage or expense of any nature whatsoever incurred or suffered by Customer (whether arising in contract, negligence, tort or otherwise) arising out of or in connection with the provision of services by ISL LTD, its employees or agents.

16.1 Customer expressly acknowledges being subject to the Duty of Care and Customer shall indemnify and hold harmless ISL LTD from and against any and all claims, losses, damages, penalties, fines and liabilities resulting from or arising out of Customer’s non compliance with said Duty of Care.

 

Miscellaneous

17.1 Time shall be of the essence in respect of compliance by Customer with its obligations under this Agreement.

 

17.2 Whenever under this Agreement one party is required or permitted to give notice to the other, such notice shall be deemed given if mailed by registered or recorded mail, return receipt requested, postage prepaid, and addressed as appears herein and such notice shall be effective notwithstanding its return undelivered.

17.3 No waiver of any provision or right under this Agreement shall be effective unless the waiver is in writing and signed by the waiving party.

17.4 Any reference in this Agreement to a statute or statutory provision includes that statute or provision as re-enacted, modified or replaced from time to time.

 

17.5 The section headings used above are for ease of reference only and shall not affect the interpretation hereof.

 

17.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the English Courts in respect of any claims arising out of this Agreement.