TERM: In consideration of offered prices, Customer grants Contractor the exclusive right to collect and dispose of all customer waste material(s) as warranted below (including recyclables) for an initial period of 36 months commencing on the first day of service. The term of this Agreement shall automatically renew under the same terms and conditions for a period of TWELVE (12) months and successively thereafter on each anniversary date. Either party shall provide the other with WRITTEN notice of termination no less than THIRTY (30) DAYS before the anniversary date for frontload and sixty days for compactors. Contractor reserves the right to terminate service in the event that Customer becomes more than 15 days
CHANGES, CHARGES, FEES AND INCREASES: Because disposal, fuel and other operational expenses are a significant portion of the cost of services provided by the Contractor hereunder, Contractor may increase the schedule of charges proportionally to reflect any such increases in service costs. Further, the Schedule of Charges may be adjusted as necessary to cover increases in landfill and /or dumping charges levied by waste receiving sites used to dispose of the Customer’s waste material. Customers rate under this Agreement is based on cost of service as well as weight and type of material being disposed of. Rates may also be adjusted in the event that the weight and type of material changes from what was originally contracted for. Upon approval by the Customer, the Schedule of Charges may also be adjusted for other purposes in connection with services provided hereunder such as increased, decreased or expanded service, or new services provided as a part of master agreement. These changes reflected in the Schedule of Charges may be agreed to verbally, in writing or as a matter of practice of the parties. In the event these increases are unsatisfactory to Customer, Customer reserves tile right to renegotiate the service and rate by providing WRITTEN NOTICE WITHIN FIFTEEN DAYS OF RECEIVING THE FIRST INCREASED BILL. Thereafter the Customer will be deemed to have accepted the change. This Agreement shall not be affected in any way by the physical changes in the Customers address unless the Customer relocates to an area not served by the Contractor. However, Contractor reserves the exclusive right to broker Customers account in the event Customer shall relocate to an area not normally serviced by the Contractor. If customer ceases doing business entirely, this Contract shall terminate. However, if Customer sells its business or its business property or its corporate stock to new owners, this contract shall be construed to be part of the liabilities assumed in the sale and Customer shall have the duty of informing the purchaser and Contractor.
WASTE MATERIAL: Customer warrants that the waste materials delivered to the Contractors shall not contain hazardous, toxic or radioactive waste or substance as defined by federal, state or local laws or regulations Customer acknowledges reading the attached Contractors Definition of Special Waste and warrants that the waste material (s) delivered to the Contractor, will not contain any Special Waste as so defined, unless and except as approved and accepted by Contractor IN WRITING. Contractor shall acquire title of the material once loaded onto it’s service vehicle (s), provided however that title to and liability for the waste materials excluded from this Agreement shall remain with Customer and Customer agrees to indemnify, save, defend and hold harmless Contractor, it’s officers, agents and employees against all claims, damages, suits, penalties, fines and liabilities arising out of breach of any of the above warranties including without limitation, liabilities for violation of laws or regulations for injury or death to persons or loss or damage to property or the environment.
SPECIAL WASTE: If this Agreement pertains to Contractors furnishing of equipment or services for Special Waste, then the following additional terms and conditions shall apply. Customer warrants that Special Waste delivered to Contractor has the components and characteristics meeting the description of Generator’s Waste Profile sheet(s). In the event that such Customer Special Waste is later determined to be hazardous, toxic or radioactive waste or substance or if the storage or disposal facility receiving such Special Waste from the Contractor ceases operations for any reason or is later prohibited from receiving such waste, then the portion of this Agreement pertaining to such Special Waste maybe immediately terminated by the Contractor without notice to the Customer. Customer agrees to comply with precautions, conditions and limitations contained in Contractor’s written notice of approval of such Special Waste. If manifest or shipping papers are required by law to accompany such Special Waste to the storage or disposal facility, Customer shall be responsible for preparing all such materials in the form and number as required by law and for providing them to Contractor.
RESPONSIBILITY OF EQUIPMENT: The equipment provided by the Contractor under this agreement, is and shall remain the personal property of the Contractor and Customer shall have no interest in such equipment. Customer shall be responsible for all damage to equipment, excluding normal wear and tear or from loss resulting from Contractors handling and service of the equipment. Customer agrees not to overload any container either by weight or volume, move, change or in any manner alter the equipment provided under this Agreement, and shall use equipment only for it’s proper intended purpose customer’s rate for disposal service is based in part on the stated type and nature of material to be disposed of and therefor Customer agrees not to discard material that exceeds weight or volume limitations for which the rate applies. Customer agrees to indemnify, defend and hold harmless Contractor, it’s officers, agents and employees against all claims, damages, suits, penalties, fines and liabilities arising out of the Customer’s or it’s employees use, operation or possession of equipment. On collection day, Customer agrees to provide Contractor with unobstructed access to all equipment. If equipment is not accessible, Customer will be notified as soon as possible and any additional collection, service or attempt to render service shall be deemed “an extra pickup service” and will be charged as such to Customer.
CHARGES AND PAYMENT: Customer shall pay Contractor for it’s services under this Agreement in accordance with the Schedule of Charges as shown in the Service Agreement. Where the Schedule of Charges specifically indicates “disposal” as a component of charges, “disposal” shall mean the current posted “gate rate” for the disposal of the waste material at the disposal facility utilized by the Contractor plus an appropriate handling charge. Customer shall be liable for all taxes, fees or other charges imposed by federal, state, and local laws and regulations upon collection, transportation or disposal of Customers waste material or the service provided hereunder. Payment for services provided is due to Contractor within FIFTEEN (15) DAYS after receipt of invoice from Contractor. In the event that any payment is not made when due, Contractor at its option, may terminate this Agreement upon notice to the Customer and recover any equipment and all accessories thereto, and recover all amounts remaining unpaid extending up to SIX (6) months of the normal termination of this Agreement from the date of repossession by the Contractor as well as all previously unpaid amounts prior to repossession. Contractor may impose and Customer agrees to pay a late fee of TEN PERCENT (10%) for all past due payments. Past due payments shall accrue interest at the rate of EIGHTEEN PERCENT (18%) per annum until fully paid. A pickup fee of $50.00 per container will be charged to remove containers upon expiration, termination or cancellation of this Agreement.
RIGHT TO COMPETE: Customer grants to Contractor the right to compete with and /or match any offer which the Customer receives (or intends to make) relating to the services provided herein or new services being contemplated upon anticipated termination of this Agreement for any reason and agrees to give Contractor notice of any such offer and a reasonable period of time to respond to it. Contractor shall have a right of first refusal to match any offer.
PAVEMENT AND PROPERTY DAMAGE: Contractor shall not be responsible for any damage to customer’s pavement, driving surface, parking lot, underground equipment or utilities, concrete or non-concrete pads as a result of providing services under this Agreement which shall include damage from vehicles, containers or other waste equipment or accessories.
ATTORNEY FEES: If Customer breaches his obligations under this contract, including, but not limited to the obligation to pay for equipment rental and service throughout the contract period and the obligation to protect and preserve Contractor’s equipment, and Contractor retains an attorney to enforce said obligations, Contractor shall be entitled to an attorney’s fee of 33 1/3% of all moneys due and become due, regardless of whether suit for collection is actually filed.
USE OF DISPOSAL SITES: Contractor shall, at it’s sole discretion, use any appropriate and legally licensed disposal facility it deems appropriate to dispose of waste under this Agreement.
MISCELLANEOUS: If any conflicts exist in this Agreement between terms and conditions which are written or typed, the written or typed language shall govern. This Agreement shall be binding upon the parties, their successors, agents and assigns. No representation other than expressed in this Agreement shall apply. The representations, warranties and indemnifications contained herein shall survive the termination of this Agreement. Sales personnel cannot bind the Contractor to this Agreement by virtue of their offer or their signature on the Agreement. This Agreement shall be considered accepted and the parties bound to the terms and conditions, when the Agreement is accepted by a designated official of the Contractor or in absence of such a signature, upon commencement of service.
SEVERABILITY: In the event that any provision of this agreement shall be deemed invalid, unreasonable, or unenforceable by any court of competent jurisdiction, such provision shall be stricken from the Agreement or modified so as to render it reasonable, and the remaining provisions of this Agreement, or the modified provision as provided above, shall continue in full force and effect and binding upon the parties.