Terms & Conditions
Terms and Conditions of Classic Environmental
- Services Rendered: This agreement takes effect when signed by the Contractor and customer unless another date of service commencement is set out on the face page of this Agreement (the “Service Commencement Date”). During the term, Customer grants the Contractor the exclusive right to provide the services and Equipment described on the face page of this Agreement (collectively, the “Services”) on the terms and conditions of the agreement. No terms and conditions added by the Customer shall be binding up upon Contractor unless expressly accepted in writing by Contractor’s authorized officer. These terms and conditions supersede customer- issued agreements and/or purchase orders.
- Waste Materials: As a material inducement to Contractor to enter into this agreement and to provide the Services on the terms and conditions of this Agreement, Customer represents and warrants to Contractor that the materials to be collected under this Agreement shall be only Waste Materials as defined in this Section 2. Waste Materials means all (i) non- hazardous solid waste; and (ii) Recyclable Materials generated by Customer at the Service Address(s) described on the face page of this agreement. Waste Materials specifically excludes and Customer agrees that it will not deposit or permit the deposit for collection by Contractor of any of the following: (i) material that is prohibited from being disposed of at a Type II landfill by applicable laws or permits governing such landfills, (ii) material which, under applicable law, regulation or guideline, requires a profile or generator characterization for disposal, (iii) Special Waste as defined under applicable state or laws, (iv) hazardous or toxic waste as those terms are defined under applicable federal, state and/or local laws or regulations, (v) explosive materials, corrosive material, pathological waste, biological waste, radioactive materials, any liquid waste, cesspool or human waste, motor vehicle, motor vehicle parts (collectively, “Excluded Materials”) and (vi) Waste Materials that require special handling such tree stumps or appliances (“Bulky Wastes”). Customer shall retain title to and liability for all Excluded Materials and agree to indemnify, defend and hold Contractor harmless from and against claims, liabilities, fines and cost of any nature whatsoever, arising out of the breach of warranty stated above, including extra hauling, handling and/or disposal fees incurred. Title to Waste Materials shall transfer to Contractor upon collective unless provided by applicable law. Recyclable Materials shall include all materials that may be recycled or recovered or recovered provided that Recyclable Materials deemed “contaminated” by the receiving facility shall be charged to Customer as Waste Material plus re-routing fee for the cost of routing the contaminated Recyclable Materials from a recyclable facility to a waste disposal facility. Collection of Special Wastes and Bulky Wastes is not included in the Services to be provided but can be arranged by contacting Contractor at the number noted on the face page of this Agreement.
- Equipment; Access to Equipment: The term “Equipment” as used in this Agreement means all equipment and containers provided by Contractor to Customer from time to time which has not been purchased by Customer. All Equipment shall remain the property Contractor and Customer shall have no right, title, or interest in the Equipment. The Equipment shall be returned to Contractor upon termination of this agreement in the same condition as received, reasonable wear and tear excepted. Customer shall not overload the equipment, nor use it for incineration purposes. Customer is liable for any loss of or damage to the equipment while at Customer’s premises in excess of reasonable wear and tear and shall indemnify, defend and hold Contractor harmless from and against all claims, liabilities, damages and penalties, including for injury or death to persons and loss of property, arising out of or in connection with Customers use, operations or possession of the Equipment, except to the extent cased solely by any act or omission of Contractor or its employees. Customer authorizes Contractor to use its reasonable judgement in placing the container(s) at Customers service location if Contractor finds that the Customers initial placement request (if given) is not feasible. Customer shall provide unobstructed access to the Equipment on all scheduled collection days. When inaccessible on a scheduled collection day, Customer shall pay Contractor when invoiced, in addition to usual Charges for Services, at Contractor’s option either (i) a wait fee for time spent waiting for Customer to provide unobstructed access to the Equipment, or (ii) a dry run fee. Unless otherwise agreed in writing by Contractor, where Customer fails to use Contractor’s Equipment for the disposal Waste Materials for 10 days or more, Customer hereby authorizes Contractor to remove the Equipment and terminate this Agreement on notice to Customer or to charge Customer a fixed rental fee of $10.00 per day and Customer agrees to pay such rental charge.
- Term: The term of this Agreement is 36 months from the Service Commencement Date (the initial Term”). This Agreement shall automatically be extended and renewed for additional 12 month periods (each a “Renewal Term” and collectively, with the “initial Term”) unless Customer shall give written notice of termination by certified mail, return receipt requested, to Contractor at least 90 days but not more than 120 days prior to the expiration date of the Initial Term or any Renewal Term.
- Charges, Payment Terms and Adjustments: Customer shall pay Contractor in accordance of charges set forth on the face of this Agreement, as amended from time to time pursuant to these terms and conditions, as well for the following additional services provided to Customer from time to time, that are not listed on the face page hereof at Contractor’s standard rates from time to time: installation service, removal service; push/pull out service; container relocation service; seasonal restart, and Customer enclosure service (the “Charges”). Contractor reserves the right to bill Customer for Services in advance of Service delivery and Customer agrees to pay invoices within 30 days of invoice date. If payment is not made within 30 days of invoice date, Customer agrees to pay interest on the amount of all past due invoices at the rate of 1.5% per month (18% per annum) from the due date until paid in full. Customer checks returned for insufficient funds will be charged an NSF Fee, to the maximum extent permitted by applicable law. From time to time, at Contractor’s request, Customer shall furnish financial information to Contractor enough for Contractor to determine Customer’s creditworthiness. Customer agrees to credit limits established but Contractor from time to time. If Customer requires Contractor to issue an additional insured certificate, Contractor shall provide such certificate upon request, provided that Customer hereby waives any right to require Contractor to maintain specified types of limits of insurance or with insurers satisfactory to Customer and Customer shall not withhold any payment(s) due to Contractor’s failure to obtain or maintain such insurance. Contractor may increase the charges from time to time during the Term for: (i) any change in the composition of the Waste Materials, (ii) increases in disposal rates and/or third party transportation costs charged to Contractor: (iii) increased cost due to circumstances beyond Contractor’s control including without limitation, changes in local, state, or federal laws or regulations, imposition of taxes, fees or surcharges and/or acts of God such as floods, fires, hurricanes and other natural disasters and (iv) no more than once annually, for increases in Contractor’s costs of providing the Services, not to exceed the increase in the Consumer Price Index plus 4%. Customer agrees that charges set out in clauses (i) through (iv) may include an amount for Company’s operating or gross profit margin.
- Service Charges: Contractor and Customer may agree to changes in the frequency of collection service, location(s) for service, the number, capacity and type of Equipment provided by Contractor time to time during the Term, orally or in writing. Consent to oral changes shall be evidenced by the actions and practices of the parties, including payment of an invoice, and shall become a part of this Agreement. Customer’s change to any of its Customer Service Address(s) set out on the face page of this Agreement shall not terminate the Agreement if the Customer’s new Customer Service Address is within the Contractor’s service area and this Agreement shall apply to the new Customer Service Address. Contractor reserves the right to substitute similar but equivalent services and/or Equipment from that specified on the face page of this Agreement as its business needs dictate, at no extra cost to the Customer.
- Default by Customer: In the event fails to pay Contractor for disposal services or Equipment or in the even the Customer is otherwise in default, of this Agreement, Contractor may enter the Customer’s premise and remove Contractor’s Equipment and any Waste Materials deposited therein, or may leave on site, and suspend all Services, until payment in full is made, including interest charges as provided in Section 5 above. Customer shall remain liable for all monthly fees incurred during suspension of Services for non-payment. Customer shall indemnify, defend and hold the Contractor harmless from any claims and cost for the removal of Waste Materials from Contractor’s Equipment.
- Weight Restrictions and Surfaces: Customer warrants and represents that any right of way provided to Contractor for purposes of delivering the Services is enough to bear the weight of all of Contractor’s vehicles and Equipment (both empty and full). Customer also warrants enough overhead and side clearance to accommodate the placement and movement of Contractor’s vehicles and Equipment. Contractor shall not be responsible for damage to any private pavement or accompanying subsurface or any route necessary to perform the Services and shall not be responsible for overhead and/or side obstacles such as electrical wires, overhanging rooflines or eaves, trees, walls, corrals, gates etc. whether such obstacles are within Customer’s lot line or on neighboring property.
- Services Guarantee, Early Termination: (a) If Customer believes that Contractor has not performed the Agreement, Customer shall provide written notice to Contractor via certified mail, return receipt requested, not later than 15 days after the event(s) giving rise to the alleged non-performance. Failure to give notice as set out in this Section 9 shall be deemed a waiver of any such claim. Where Customer gives Contractor notice of non-performance, Contractor shall have a reasonable period within which to cure and/or respond to any alleged non-performance. If Contractor fails to cure the non-performance in accordance with this procedure, Customer may terminate this agreement on written notice to Contractor and upon payment of all charges due through the date of termination. (b) If, during the Term, Customer terminates this Agreement other than for Contractor’s default as set forth in the first sentence of this Section 9, or if Contactor terminates this Agreement for Customer’s default pursuant to Section 7 of this Agreement, or if Customer closes its business at the Customer Service Address, Customer shall pay Contractor the following liquidated damages, in addition to reimbursement of Contractor’s legal fees: (a) if the remaining initial Term is 6 months or more, an amount equal to the product obtained by multiplying the average monthly revenue generated by Customer in the 3 months prior to the effective date of termination, by the number of months remaining in the Term. Customer acknowledges that Contractor has dedicated certain Equipment, personnel and/or incurred other debt/commitments to service Customer and has a right to profit good faith in its relationship with Customer. Customer acknowledges that the actual damages to Contractor in the event of termination difficult to fix or prove, and the forgoing liquidated damages amount is reasonable and commensurate with the anticipated loss to Contractor resulting from such termination, and is a genuine pre-estimate of Contractor’ s anticipated damages and is not imposed as a penalty. The liquidated damages amount set out in this Section 9 does not include costs for removing the Equipment which will be billed as a separate charge by Contractor. Contractor may terminate this Agreement at any time not less than 10 days prior notice to Customer.
- Indemnity: Contractor agrees to indemnify, defend and save Customer harmless from and against any and all liability which Customer maybe 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 Contractor or its employees, which occurs during the collection transportation of Customer’s Waste Materials, provided that Contractor’s indemnification obligations will not apply to occurrences involving Excluded Materials. Customer agrees to indemnify, defend and save Contractor harmless from and against any and all liability which Contractor maybe responsible for or pay as a result of bodily injuries (including death), property damage, or any violation of law to the extent caused by Customer’s breach of this Agreement or by any negligent act, negligent omission or willful misconduct of Customer or its employees, agents or contractors in the performance of this Agreement or Customer’s use, operation or possession of any Equipment provided by Contractor, including for Excluded Materials deposited in Contractor Equipment.
- Dispute Resolution: Any dispute arising out of this agreement shall be exclusively resolved by commencement of suit in Macomb County Circuit Courts located in Mt. Clemens, or Contractor, at its sole discretion, may opt to resolve dispute via binding arbitration in Macomb County, Michigan, pursuant to the rules of the American Arbitration Association. Customer hereby waives its right to trial by jury in any dispute arising pursuant to this Agreement. If one or more terms/conditions of this Agreement are found to be unenforceable, the terms/conditions shall still be full applicable.
- Miscellaneous: (a) Customer shall keep all information, including but not limited to pricing and terms in this Agreement confidential as sharing trade information could cause irreparable harm to Contractor. (b) Should Contractor incur any cost in conjunction with enforcing any of the terms of this Agreement, Contractor shall be entitled to reimbursement from Customer. These costs shall include, but not limited to, any attorney fees, court costs, and other costs actually incurred of any kind. (c) Handwritten alterations that are initialed by an authorized representative of both the Contractor and Customer will govern over the typed original language. In all other instances, the typed original language of this Agreement shall govern. (d) The parties are independent contracting parties and are not the agent or legal representative of the other for any purpose. (E) This agreement embodies the entire understanding between Contractor and Customer with respect to the subject matter hereof, and all previous negotiations, discussions and written or oral agreements are hereby superseded by this Agreement. (f) Contractors delay in enforcing or failure to enforce any of the provisions or rights or law or in equity. (g) This agreement shall be governed by the laws of the State of Michigan. (h) Where this Agreement provides for notice to be given to any party, such notice shall be given to the address for party and shall be deemed receipt of the date of such delivery.
- Corporate Authority: Customer’s signatory (initials) on the face page of this Agreement hereby represents that he/she is an authorized signatory of the Customer, has been directed to enter into this agreement on behalf of Customer and has full authority to bind Customer to all the terms and conditions in this Agreement. Customer acknowledges that the Contractor is relying on these express representations in entering into this Agreement and such representations are a material inducement to the Contractor entering into this Agreement and proceedings to provide the Services.
- Assignment/Subcontracting: Contractor reserves the right to assign this agreement and/or delegate its obligations hereunder. Contractor may utilize a subcontractor at any time to provide the Services.