SERVICES RENDERED.
At Your Disposal Waste Management (AYD) agrees to furnish the solid and recyclable waste collection and disposal services and equipment (the “Services”), and Customer agrees to make the payments, all as provided for herein and abide by the terms and conditions of this Agreement. Customer agrees that as and from the date that service begins hereunder, At Your Disposal Waste Management (AYD) shall have the sole and exclusive right to provide waste collection, recycling and disposal services to Customer. At Your Disposal Waste Management (AYD) shall commence to provide the Services no later than the expiry date of the current term of an existing written contract if any between Customer and existing service provider. Customer will deliver any notice required to terminate that other contract in accordance with its terms.
TERM.
This Agreement is for a term commencing on the ‘Open Date’ as stated above and continuing until thirty-six (36) months after the date of service begins hereunder (the ‘Term’). The Agreement shall be renewed for successive thirty-six (36) month Terms without further action by the parties. This agreement may be terminated effective at the end of any thirty-six (36) month periods by Customer by not less than ninety (90) days or more than one hundred and eighty (180) days written notice by registered mail before the end of the then current term. Customer and At Your Disposal Waste Management (AYD) agree that at any time during the Term they may renegotiate any part of this Service Agreement, even if the effect of such renegotiation is to extend the Term.
SERVICE GUARANTEE.
If At Your Disposal Waste Management (AYD) fails to address any service-related issues within ten (10) business days of AYD’s receipt by registered mail of a written demand from Customer, Customer may with thirty (30) days’ notice terminate this Agreement with the payment of all monies due through the termination date.
WASTE MATERIAL.
Customer represents and warrants that the material to be collected under this Agreement shall only be solid waste and recycling waste generated by Customer (or generated at locations covered by this Agreement) excluding radioactive, toxic, explosive, corrosive, volatile, highly flammable, bio-medical, infectious or hazardous material (“Waste Material”). The term “hazardous material” shall include, but not be limited to, any material (regardless of amount) listed or characterized as hazardous by any Federal or Provincial law. Title and liability for any waste excluded above shall remain with Customer and Customer expressly agrees to defend, indemnify and hold harmless At Your Disposal Waste Management (AYD) from and against any and all damages, penalties, fines and liabilities resulting from or arising out of such waste excluded above.
PAYMENTS.
Customer shall pay for the services and/or equipment (including repairs and maintenance) furnished by At Your Disposal Waste Management (AYD) in accordance with the charges on the reverse side plus all taxes, fees and other charges imposed by Federal, Provincial or local laws and regulations upon the collection, transportation or disposal of Customer’s Waste Materials, as adjusted hereunder, immediately upon receipt of an invoice from AYD via EFT. Any Customer invoice balance not paid within thirty (30) days of the date of invoice may be subject to a late fee. Customer acknowledges that any late fee charged by AYD is not to be considered as interest on debit, is not a penalty, and is a reasonable charge for late payment. AYD also retains the right to suspend service until the past due balance is paid in full. If service is suspended in excess of fifteen (15) days, AYD may terminate this Agreement without notice to Customer, recover any equipment on Customer’s premises, and recover the liquidated damages described below.
RATE ADJUSTMENTS & CHANGES.
At Your Disposal Waste Management (AYD) reserves the right to increase the Charges payable by Customer during the Term: (a) for any changes or modifications to, or differences between, the actual equipment and services provided by AYD to Customer and the agreed upon Equipment/Service specifications on the reverse side; (b) any change in the composition of the Waste Materials or if Customer’s Waste Material exceed an estimated average weight of 50 kg per cubic yard; (c) for any increase in or other modification to the Company’s Fuel Surcharge or Environmental Charge; (d) to cover any increases in disposal and/or third party transportation costs; (e) to cover increased costs due to uncontrollable circumstances, including, without limitation, changes in local, Provincial, or Federal laws or regulations, imposition of taxes, fees or surcharges or acts of God such as floods, fires, hurricanes and natural disasters; and (f) no more often than annually from the Effective Date for increases in the Consumer Price Index. AYD may upon written notice also adjust the rates hereunder in an amount in excess of such percentage increase with Customer’s consent. Notice from AYD may be either on an invoice or by separate notification given at least thirty (30) days prior to the effective date of the adjustment. If Customer does not object to such increase within fifteen (15) days after the effective date of the adjustment this Agreement shall be deemed to be amended to reflect the increased rate. If Customer gives written notice of objection as provided above, this Agreement shall continue at the previous charges or rates, but AYD may at any time thereafter terminate this Agreement by giving Customer thirty (30) day prior written notice. The type, size and amount of equipment, the frequency of services, the corresponding rate, and Customer’s service location may be changed by the parties orally, in writing, or by the practices and actions of the parties, without affecting the validity of this Agreement.
EQUIPMENT & ACCESSIBILITY.
Customer shall have no right, title or interest in the equipment furnished by At Your Disposal Waste Management (AYD), however, Customer shall have care, custody and control of the equipment and shall accept responsibility and liability for all loss, damage, or unauthorized removal of the equipment from Customer’s premises. Customer shall not overload (by weight of volume) or alter the equipment and shall use the equipment only for its intended purpose. Customer will not move, remove or authorize a third party to move, remove or alter the equipment, without the prior written consent of AYD. At the termination of the Agreement, Customer will make the equipment available for pick up by AYD in the condition in which it was provided (normal wear and tear excepted). Customer warrants that Customer’s property is sufficient to bear the weight of the equipment furnished by AYD and the associated servicing vehicle and that AYD shall not be responsible for any damage to Customer’s property resulting from the provision of services.
Customer agrees to keep the waste storage site and its surrounding area clean (including the removal of snow and ice) and provide AYD unobstructed access to containers at all times. Customer shall pay, if charged by AYD, an additional fee for any service modifications caused by or resulting from Customer’s failure to provide access to equipment or for overloaded containers.
INDEMNIFICATION.
At Your Disposal Waste Management (AYD) agrees to indemnify, defend and save Customer harmless from and against any and all liability which Customer may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law, to the extent caused by any negligent act, negligent omission or willful misconduct of AYD or its employees or contractors, which occurs during the collection or transportation of Customer’s Waste Materials. Customer agrees to indemnify, defend and hold AYD harmless from and against any and all claims, losses, damages, causes of action (including reasonable attorney fees) which AYD may be responsible for or pay out as a result of bodily injury (including death), property damage, or any violation or alleged violation of law to the extent it is caused by: (a) Customer’s breach of the Agreement; or (b) by any negligent act, negligent omission or willful misconduct of Customer or its employees, agents or contractors; or (c) Customer’s use, operation or possession of any equipment furnished by AYD. Neither party shall be liable to the other for consequential, incidental or punitive damages arising out of the performance of this Agreement.
FAILURE TO PERFORM.
In the event Customer terminates this Agreement prior to the expiration of any Term for any reason other than a default by At Your Disposal Waste Management (AYD), or in the event AYD terminates this Agreement for Customer’s default, Customer shall pay the following liquidated damages in addition to all amounts due for Services rendered to the date of termination:
i) If the remaining Term under this Agreement is six or more months, Customer shall pay the amount equal to the sum of Customer’s monthly billings for the most recent six (6) full months of service multiplied by six; or
ii) If the remaining Term under this Agreement is less than six months, Customer shall pay the amount equal to the sum of Customer’s average monthly billings for the most recent six (6) full months of service multiplied by the number of months remaining in the Term; or
iii) If service has not yet been provided by AYD, Customer shall pay the projected billing for the first month of service (as specified on the reverse hereof) multiplied by six (6).
Customer acknowledges that the actual damage to AYD in the event of termination is difficult to calculate or establish, and the foregoing liquidated damages formula is reasonable and commiserate with the anticipated loss to AYD resulting from such termination and is an agreed upon fee and is not imposed as a penalty. In the event Customer fails to pay AYD all amounts which become due under this Agreement or fails to perform its obligations hereunder and AYD refers such matter to a lawyer, Customer agrees to pay, in addition to the amount due, AYD’s reasonable legal fees and disbursements. AYD shall not be liable under any circumstances for any special, incidental or consequential damages arising out of or in connection with performance of this Agreement. Customer acknowledges that this failure to perform provision will apply in the event of a sale of Customer’s business if the new owner does not, with the consent of AYD, assume Customer’s obligations hereunder for the balance of the Term.
GENERAL PROVISIONS.
(a) This Agreement represents the entire understanding and agreement between the parties hereto and supersedes all prior agreements (if any), whether written or oral, between the parties.
(b) Except for the obligation to make payments hereunder, neither party shall be in default for its failure to perform or a delay in performance hereunder due to contingencies beyond its reasonable control including, but not limited to, strikes, riots, fires, imposition of laws or governmental orders, acts of war, acts of God, and the inability to obtain equipment, and the affected party shall be excused from performance during the occurrence of such events.
(c) Neither At Your Disposal Waste Management (AYD) nor Customer may challenge, dispute or amend an invoice more than six (6) months after the date it was issued by AYD to Customer.
(d) If any conflicts exist in this agreement between the terms which are printed and those which are handwritten, the handwritten language shall govern.
(e) The indemnification and liquidated damages provisions contained herein shall survive the termination of this Agreement.
BINDING EFFECT & ASSIGNMENT.
This Agreement is a legally binding contract between At Your Disposal Waste Management (AYD) and Customer and their respective agents, heirs, and successors and assigns, in accordance with the terms and conditions set out herein. This Agreement shall remain in full force regardless of the illegality or nullity of one or multiple of its terms or conditions.
At Your Disposal Waste Management (AYD)
021-3456-789