These terms and conditions, together with the Order (hereinafter the “Agreement”), will apply to Veolia’s performance and/or supply of the waste services. By placing an Order, the Customer accepts and agrees to these terms and conitions, to the exclusion of all others (whether contained in or referred to in the Order or any correspondence or elsewhere) and all such conditions or stipulations contrary to this Agreement are hereby excluded.
1. DEFINITIONS AND INTERPRETATION
“Customer” means the legal person to whom Veolia provides the Services under this Agreement and referred to within the Order;
“Order” means the Customer’s written instructions for the Services, as set out in the Customer’s purchase order or other written instruction and accepted by Veolia;
“Services” means the waste collection and processing services provided by Veolia as described in the Order;
“Site(s)” means the address(es) where Veolia is contracted to provide the Services;
“Veolia” means Veolia Environmental Services Technical Solutions Limited, having its registered offices at Suite 18, Plaza 256, Blanchardstown Corporate Park 2, Blanchardstown, Dublin 15, D15 H210;
“Waste” means non-hazardous and hazardous waste including any substance (whether solid, semi-solid, liquid or gas) which the Customer wishes to dispose of and which Veolia agrees to process or remove for the Customer.
2. SCOPE OF WORK
Veolia will perform the Services in accordance with this Agreement and the descriptions, requirements, and specifications set out in the Order.
3. PRICING, BILLING AND PAYMENT TERMS
3.1 Veolia will issue an invoice providing a description of the Services undertaken to the Customer, which shall be paid within 30 days from date of issue.
3.2 Any payments due under this Agreement shall be exclusive of any taxes and duties chargeable as required by any government, local authority or statutory body.
3.3 In the event that any invoice, payment or part thereof is the subject of dispute between the parties, the Customer shall not withhold payment and both parties shall agree to meet to resolve any dispute within a reasonable time and upon resolution any necessary adjustment will be made to the subsequent month’s invoice or a credit note will issue. Notwithstanding the above, the Customer shall not delay or withhold payment on account of any alleged set-off or counter claim.
3.5 If any payment is not made in accordance with clause 3.1, Veolia shall be entitled, without limiting any other rights it may have, to charge interest and late payment charges pursuant to the EC (Late Payment in Commercial Transactions) Regulations 2012 on the amount outstanding.
3.6 If any payment becomes overdue, Veolia may suspend all or any part of the Services by giving 7 days’ written notice until payment is made.
3.7 Veolia may vary the price of the Services at any time if there occurs a change in the market conditions leading to a delay or additional costs which impacts Veolia’s ability to provide the Services or its prices. If the parties cannot agree such change, either party shall have the right to terminate the Agreement (as a whole or in relation to any one or more waste streams (or any part of any waste stream)) upon giving to the other party not less than three (3) months’ notice in writing (or such shorter period as may be agreed between the parties) provided that the Customer shall be responsible for any additional costs or charges incurred during this period.
3.8 In the event of a waste disposal outlet shutdown, Veolia will seek to minimise and mitigate against any additional Customer costs related to such shutdown. Any additional costs incurred by Veolia associated with disposal outlet shutdowns or rerouting wastes to an alternative disposal outlet shall be notified to and paid by the Customer.
3.9 Additional surcharges may apply for liquid waste as set out in Appendix 1.
4. WASTE MANAGEMENT AND PASSING OF RESPONSIBILITY FOR THE WASTE
4.1 Ownership of the Waste shall pass to Veolia at such times as its collection vehicles leave the Site with the Waste provided that it is in accordance with the description provided by the Customer.
4.2 The Customer is liable for the accuracy, suitability and sufficiency of the information supplied to Veolia relating to the Waste and the Services. The Customer shall indemnify Veolia for any liabilities and/or costs, whether arising directly or indirectly, which Veolia incurs as a result of the Customer’s failure to accurately notify Veolia of the properties of the Waste and/or the Customer providing Veolia with Waste that does not comply with the description agreed between Veolia and the Customer.
4.3 Additional costs and charges relating to non-conforming waste shall be calculated in accordance with the prevailing Veolia Schedule of Rates.
4.4 The Customer shall take all reasonable steps to ensure that the constituents of the Waste are compatible and stable and that no hazard will arise from mixing the constituents.
4.5 Veolia shall not be deemed to be in default or breach of this Agreement to the extent that the Customer does not comply with any of its obligations under this clause 4 with the result that Veolia or its agents or subcontractors are unable to perform the Services in accordance with this Agreement.
4.6 If either party ascertains that the description of the Waste has changed since the last waste transfer note, that party shall immediately notify the other and where necessary the Customer will provide to Veolia samples of the proposed Waste on request whereupon the servicing of the Waste stream may be suspended by Veolia until the relevant waste transfer note has been issued.
4.7 If the Customer wishes to change the description of the Waste, or if the Customer plans any change in production techniques or schedules likely to result in such changes, the Customer shall give Veolia at least 7 days’ written notice and, where necessary, the Customer will provide to Veolia samples of the proposed Waste on request, to enable Veolia to consider whether the Waste as so changed is capable of being serviced under the terms of this Agreement.
4.8 Before the Services are resumed in respect of the Waste as so changed, the parties shall agree in writing the revised description of the Waste, any revised charges and any other necessary amendments to the waste transfer note.
5. WARRANTIES
The Customer shall ensure and warrants that the Waste will be accurately and properly described and detailed in the waste transfer note and will at all times correspond with that description in order to enable Veolia to comply with any statutory requirements or regulations applying to the Waste.
6. WORK POLICY/PERSONNEL
6.1 Veolia’s representatives shall have full and free access to the Site for the purpose of inspecting the Waste and taking samples. When Veolia’s vehicle arrives at the Site(s) to perform any part of the Services the Customer shall ensure that the containers are readily available and safely accessible at the time of collection. Otherwise, Veolia reserves the right to make a wasted service charge.
6.2 The Customer shall provide safe and adequate vehicular access and space for the performance of the Services by Veolia and shall give Veolia notice in writing of any special Site conditions and procedures, provided that if any changes to such conditions impose more onerous duties on Veolia than required at the date of entry into this Agreement, Veolia may amend its charges to account for such changes (for example, requirements for additional operatives, longer turnaround times etc.).
6.3 If at any time Veolia deems the Site to be an unsafe environment for its employees, agents or subcontractors, it shall notify the Customer and enter into group discussions with the Customer.
6.4 The Customer shall (at its own risk and expense) provide all necessary permits, licences, wayleaves and/or approval of a suitable means of access and egress to any Site(s) for Veolia, its employees, agents or subcontractors and shall make available at its own expense all utilities and other means as may be reasonably necessary to enable the Services to be carried out
expeditiously and continuously.
7. LIABILITY
7.1 Nothing in this Agreement shall exclude either party’s liability for personal injury and/or death caused by either party’s negligence.
7.2 Subject to Clause 7.3, each party shall indemnify the other against all liability for death, illness or injury or for loss of, or damage to, the other’s or any third party’s property and against all claims, demands, proceedings and causes of action resulting there from and arising out of any negligent act, default or breach of statutory duty on the part of the defaulting party, its servants or agents in connection with this Agreement.
7.3 Veolia’s liability to the Customer shall be limited to and in all circumstances shall not exceed the charges for the relevant Order.
7.4 Neither party shall be liable to the other for loss of business, loss of profits, loss of anticipated savings, loss of the use of facilities, loss of goodwill, reputation or for special, indirect or consequential loss or damage whether arising from negligence, breach of contract or otherwise.
8. CONFIDENTIALITY
8.1 Each of Veolia and the Customer (the “Receiving Party”) will preserve as confidential all information related to the business activities, processes and practices of the other party (the “Disclosing Party”), their respective suppliers and any other third parties with whom the Disclosing Party does business that may be obtained by the Receiving Party in connection with this Agreement (“Confidential Information”). The Receiving Party will not disclose Confidential Information to any third party, or use any Confidential Information for its own benefit or the benefit of any other entity, unless authorized by the Disclosing Party in writing, and will limit access and disclosure of such Confidential Information to its personnel on a “need to know” basis only, provided such personnel are bound in writing to adhere to non-disclosure restrictions at least as stringent as those restrictions contained herein.
8.2 Confidential Information does not include information that is:
(a) previously known to the Receiving Party, free from any obligation to keep it confidential; or
(b) publicly disclosed by the Disclosing Party either prior to or subsequent to the receipt by the Receiving Party of such information; or
(c) independently developed by the Receiving Party without any access to Confidential Information; or
(d) rightfully obtained from a third party lawfully in possession of Confidential Information who is not bound by confidentiality obligations to the Disclosing Party.
8.3 The Receiving Party may disclose Confidential Information if it is required to do so under applicable law, rule or order; provided that the Receiving Party, where reasonably practicable and to the extent legally permissible, provides the Disclosing Party with prior written notice of the required disclosure. The Receiving Party will at the request of the Disclosing Party return or destroy all copies of the Confidential Information in its possession or control upon termination of this Agreement.
9. INTELLECTUAL PROPERTY
Neither party will use or distribute the name or marks, refer to or identify the other party or its affiliates in publicity releases, interviews, promotional or marketing materials, announcements, customer or supplier listings, testimonials or advertising without first receiving prior written consent from the other party, except that Veolia may in non-public meetings identify Customer as clients of Veolia.
10. INSURANCE
Veolia will obtain and maintain all relevant insurances in accordance with good industry practice. Veolia will furnish the Customer with confirmation of insurance upon request.
11. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure to perform its respective obligations if caused by an event of natural disaster, casualty, acts of God, riots, terrorism, governmental acts or such other event of similar nature that is beyond the reasonable control of the entity seeking to rely on this Section; provided, however, that the relevant party has not contributed in any way to such event. Veolia will maintain commercially reasonable disaster recovery measures to prevent or cure the delay or failure. If the delay or failure continues beyond 30 calendar days, Customer may terminate this Agreement in whole or in part with no further liability and will receive a pro-rata refund of any prepaid amounts remaining unearned as of the time of termination.
12. COMPLIANCE WITH LAWS
Veolia will comply with all applicable laws and will obtain any permits, licences or governmental approval or authorisations as may be required for the Services.
13. TERMINATION
13.1 Either party may terminate this Agreement forthwith if the other party becomes insolvent or, being a company, makes an arrangement or composition with its creditors or has a liquidator, a receiver or administrative receiver or administrator appointed, or any application or petition is made or issued for any insolvency process or commences to be wound-up other than for the purposes of amalgamation or re-construction.
13.2 Either party may terminate the Agreement if the other breaches any of its obligation and fails to remedy it within 30 days of written notice.
13.3 Veolia shall be entitled to terminate this Agreement at any time on providing thirty (30) days’ written notice to the Customer.
14. MISCELLANEOUS
14.1 This Agreement is the entire agreement and supersedes all previous agreements or communications between the parties regarding the subject matter hereof.
14.2 Any modifications, amendments, supplements to or waiver of this Agreement shall be in writing and duly signed by an authorised representative of Veolia.
14.3 Veolia will not subcontract this Agreement or the performance of Services hereunder without Customer’s prior written consent.
14.4 If any term or provision of this Agreement is held void, illegal or unenforceable, the validity of the rest of this Agreement will not be affected.
14.5 Clauses 5, 7 and 9 of this Agreement will survive termination or expiry of this Agreement.
14.6 No failure or delay to exercise any right or remedy under this Agreement constitutes a waiver, nor does partial prevent further exercise of that right or remedy provided herein or at law or in equity.
15. GOVERNING LAW
This Agreement will be governed by the laws of Ireland excluding any conflict of laws rules. The Courts of Ireland shall have exclusive jurisdiction.
APPENDIX 1
Surcharges for liquid waste
