- Definitions and interpretation
For the purpose of the Contract except where expressly stated to the company the following words shall have the following meanings
“The Company” means Calder Valley Skip Hire Limited
“The Customer” means the person(s) or Company named in the contract and includes the Customers legal personal representatives, successors and permitted assignees
“The Contract” means any and all contracts of sale (whether written or oral) entered into between the company and the customer.
“The Contract” price means all the sum(s) to be paid by the customer to the company under the contract
“The Company’s Materials” means all materials plant machinery equipment and any other items supplied by the company
“Scope” means the description of the activities to be performed in accordance with the contract and any modification thereof as may from time to time be provided or approved in writing by the company and the customer
“The Services” means the execution of the scope in accordance with the contract including but not limited to the provision by the customer of all necessary resources such as personnel goods, material plant and equipment
“The Site” means the place or places where the services are to be performed
- Designated Representatives
- The company may by written notice to the /customer appoint a company representative who shall have the authority to act on behalf of the company on such matters in connection with the contract shall be specified in such notice. The company may by further written notices to the customer revoke or amend the authority of the company representative or appoint a new company representative.
- The customer may by written notice to the company appoint a customer representative who shall have authority to act on behalf o the customer on such maters connected with the contract as specified in such notice
- Assignment and Sub-Contracting
- The customer shall not assign the contract in whole or part or any benefit or interest therein without the prior written consent of the company
- The company may assign or otherwise transfer the contract in whole or in part or any benefit of interest therein to any person, corporate body or organisation by written notice to the customer
- Either party may terminate the whole or any part of the contract forthwith if
- Written notice has been given to the other party of a substantial or persistent breach slating the period during which such breach is to be rectified and the defaulting party has failed to satisfactorily remedy such breach within the slated period or
- The other party
- Becomes bankrupt or insolvent or
- Makes or attempts to enter into any arrangement or composition with its creditors or
- Agrees to carry out the contract under a committee of inspection of its creditors or
- Issues a notice calling a meting to pass a resolution for its winding up or
- Is wound up by an order of the court or
- Has a provisional liquidator received administrative receiver manager or administrator appointed
- Ceases or threatens to cease trading
- If the customer terminates the contract the customer shall be liable (without prejudice to any other rights of the company) for any additional cost over and above the contract price incurred by the company in completing the services. The company may deduct such additional costs from amounts (if any) as are due to the customer or otherwise recover such costs as a debt due from the customer
- Payment and charges
- Unless otherwise specified in the quotation the payment of the contract price shall be made within 30 days of the date shown on the company’s relevant invoice. The company reserves the right to charge interest at the rate of 2.5% per month, on all amounts unpaid from thirty days after the date shown on the invoice to the payment date both before and after judgement.
- The customer shall unless others specified in the contract, make payments in British pounds sterling.
- The customer shall pay to the company any UK value added tax and landfill and other government charge or levy properly chargeable (or payable) in respect of the goods/services provided
- The company in the event of increases in the costs of raw materials or other factors outside the company’s control; reserve the right to increase the contract price and/or price of any item referred to in the contract, notice of which will be given to the customer at the earliest opportunity
- The company reserves the right to recover any legal and administration costs incurred in pursuing and/or recovering monies due or to become due from the customer.
- If the customer requests a copy invoice from the company the company reserves the right to charge the customer £10.00 (Ten British pounds sterling) for each copy issued.
- Company materials
- Title to and property in the company’s materials shall remain with the company at all times
- Notwithstanding the above the customer shall be responsible for any loss or damage to the company’s materials whilst in the customers care, custody or control
- The customer shall return the company’s materials in good condition, fair wear and tear excepted
- The company’s materials made available to the customer shall be identified in the customers records and clearly marked as the property of Calder Valley Skip Hire Ltd
- The customer shall be liable for and shall indemnify and keep indemnified the company from and against all losses, costs (including legal costs and expenses) damages, claims proceedings and services of every kind arising out of or in connection with any and all claim(s) in respect of injury or sickness or death of any person or any loss or damage to any property arising out of or in connection with the contributed to by the negligence of the company
- The customer shall be liable for and shall indemnify and keep indemnified the company from all losses, costs, damages and expenses of every kind arising out of any claims in respect of any infringement or alleged infringement of any patent copyright or other intellectual property rights arising by reason of the use of embodiment in the services of any articles supplied by the customer or which arise out of in connection with the customers obligations under the contract except that this indemnity shall not apply in respect of any infringement arising as a result of the correct use of by the customer of any article or design supplied by the company
- The customer shall affect and maintain and shall require its sub-contractors to affect and maintain throughout the continuance of the contract insurance policies with insurers under terms of policies satisfactory to the company. Such policies shall contain a waiver of subrogation rights in favour of the company which reflects the provisions of clause 7. The customer shall bear any and all excesses deductibles or franchises incorporated therein
- The insurance policies referred to in clause B(2) are;
- Insurance in accordance with workman’s compensation and occupation disease laws and employers liability insurance for an amount of not less than five million pounds per occurrence or series of occurrences arising from one event which shall comply with all applicable laws. Such insurance shall cover all employees of the customer engaged in the performance of the customers obligations under the contract and shall contain an indemnity to principals clause.
- General third party insurance with a combined bodily injury and property damage limit of not less than two million pounds or such other sum as may be specified by the company per occurrence or series of occurrences arising from one event and such insurance shall contain an indemnity to principals clause
- Upon the request other company, the customer shall produce evidence that such policies of insurance are in place and that premia has been paid
- Intellectual property
- All patents, copyrights and other intellectual property rights in all documents (including but not limited to drawings, working notes and books) transparencies prints, photographs, negatives, tapes disks, software information or other items created or supplied by the company to the customer shall remain in the ownership of the4 company. All originals and copies thereof shall be delivered to the company on completion of the services or earlier upon receipt of the company’s written notice to the customer and the customer shall be required to certify that none are retained in its possession.
- All patents, copyrights and other intellectual property rights relating to the services shall vest in the company and the customer waives in favour of the company all rights therein.
The customer shall protect and hold all property of the company free from all liens charges and other encumbrances
- Laws Regulations and Bye-laws
- The customer shall observe and comply with all statutes and regulations together with any bye-laws and regulations of local authorities applicable to the services
- The customer shall observe any rules of the company applicable to the site of the company
The customer shall obtain written approval from the company prior to taking photographs or making publicity releases or announcements regarding either the contract or the activities of the customer relating to its participation in the contract
- The contract shall not be waived in whole or in part except where agreed by both parties in writing
- The non enforcement of any of the terms of the contract by either party shall waiver of such terms or any of that party’s other rights
All notices shall be given in writing and shall be delivered by hand or sent by facsimile or recorded delivery post to the address of the relevant party as stated therein or by any substantially notified address.
Any notice sent by facsimile shall be deemed to have been served at the time of transmission. A notice sent by post shall be deemed to have been served four days after posting
- Governing Law
The contract and any non-contract claims relating thereto shall be governed by and construed in accordance with English law. In respect of any dispute under or arising out of the contract the customer hereby agrees to submit to the jurisdiction of the English Court.
The contract and these terms and conditions comprise the entire agreement between the parties to the exclusion of all other terms and conditions and prior or collateral agreements, negotiations notices of interim and representations and the parties agree that they have not been induced to enter into the contract on the basis of any representation. Furthermore, the parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth in the contract and these terms and conditions and no amendment to the contract other than variations to the scope shall be binding on either party unless in writing and signed by an authorised representative of each party.
- Landfill tax
The company will charge landfill tax at the appropriate rate as directed by H M Customs & Excise. Value Added Tax will be charged on the Landfill Tax element of the services provided. The company reserves the right to either show Landfill Tax as a separate item or include the tax element in its contract price. The decision as to which rate is applicable will be made by the company. The company reserves the right to include in the contract price a charge for the administration of landfill tax.
The following conditions are supplemental to the general conditions of contract above.
The customer undertakes and agrees with the company as follows:
- To provide full details of the quality and composition of the waste the subject o f the contract (the specification)
- To supply consignment notes with the required number of copies thereof and where required by statue to serve copies of the Notices at the times laid down by statute on the Environment Agency
- To notify the company immediately of any change in the specification as to the composition of the waste and its quantity and to provide full details thereof which shall be subject to the company approval
- To grant access to the customers premises for purposes of analysis and measurement
- Within twenty four hours of notice to that effect to collect waste not in accordance with the specification from the premises of the company
- To ensure the equipment provided by the company is properly used by trained personnel and to be responsible for loss of or damage to the company’s equipment whilst on the customers premises
- To ensure that all necessary licences are obtained and in that all respects that statutory provisions for control of pollution and treatment of waste are strictly adhered to
- To observe at all times and comply with the safety and operating procedures of the company
- To classify and label containers in accordance with the statutory rules and regulations and in accordance with the requirement of the company
- To remain solely responsible for the activities of any agent acting for the customer in the collection or delivery of waste
- To ensure that trained drivers and personnel only are used in connection with the delivery or collection of waste
- To maintain adequate public liability insurance to meet al claims and liabilities and claims by third parties resulting directly or indirectly from the contract
- To be entirely responsible for the safety of persons including employees and agents of the company whilst they are on the customers premises
- To bear all risks in connection with the siting and use of equipment and to be responsible for any failure to comply with the terms and conditions of trading
- To indemnify and keep indemnified the company against all costs and claims arising from any loss damage personal injury or loss of life resulting from matters which are under the customers direct or indirect control
- Where the hire of skips or containers by the customer from the company is involved in the contract, to observe and perform the separate rules and regulations pertaining to the hire of skips and containers as set out by the company
- The customer indemnifies the company against all actions claims demands proceedings (whether criminal or civil) costs legal expenses (on a full indemnity basis) insurance premiums and costs damages or other sanctions whenever arising directly or indirectly from the customers failure or alleged failure to carry out its duties under this contract or by reason of any loss injury or damage suffered by any person from the use of equipment supplied by the company to the customer save in respect of death or personal injury arising out of the negligence of the company
The company and the customer both agree
- Upon any of the terms of the contract being altered as to quantity composition collection or in any other particular the company will be entitled to charge therefore on a time basis
- The weight or volume of any load measure d at the weighbridge of the company will be taken to conclusively determine the amount of the load so measured.
- The company will no t accept any claims for delays howsoever arising except those attributable to breakdown of the company’s collection vehicle
- The company reserves the right to cancel the contract due to factors beyond its reasonable control
- The company reserves the right to pass on to the customer any direct and/or administrative costs relating to the introduction of any Law Regulation or Bye-Law amendment thereof
- The headings in the contract are for convenience and shall not affect its interpretation or construction
- The provision of clauses 5,6,7,8,9,11,14,17 and Appendix 1 clauses 14,15 and 17 shall continue in force beyond the termination of this contract