1. GENERAL
1.1 These Conditions apply to all agreements for the supply of services by Solowaste Ltd unless specifically agreed in writing by Solowaste Ltd.
1.2 The rights and obligations of the Customer under this agreement shall be personal and shall not be assignable without the express consent of Solowaste Ltd.
1.3 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.

2. DURATION
2.1 The waste agreement shall commence on the first service date for the duration of the contract as stated in the waste agreement and shall continue thereafter unless terminated in accordance with this agreement.
2.2 The service shall start with effect from the date agreed between the parties.
2.3 Unless stated otherwise in the waste agreement during the duration of the agreement the customer shall not obtain any similar service or services from any third party.

3. PAYMENT TERMS
3.1 The Charge will be calculated as stated in the waste agreement. The amount(s) stated in the waste agreement are exclusive of VAT and the Customer will have to pay all sums due in respect of VAT in accordance with the invoice for the Service. Solowaste Ltd will ensure that each invoice for the Service contains adequate details of the VAT charged.

4. DELIVERY ACCESS UNLOADING AND RETURN
4.1 The Plant/Grab/Tipper equipment will be delivered to the site address in the quantity as agreed in the waste agreement.
4.2 The customer must provide suitable access to the site and a suitable location for contracted plant/equipment to be kept with enough access for Solowaste Ltd’s vehicle to be turned around.
4.3 The operative of the delivery vehicle may at their discretion refuse delivery if they believe that the access to the site or available space is unsafe or likely to cause damage to the plant/equipment or operative once the service(s) has started.
4.4 Subject to Clause 8.2, the customer will be responsible for the safety of any Solowaste Ltd’s employees whilst on or about the site address.

5. PERFORMANCE DATES AND FORCE MAJEURE
5.1 Solowaste Ltd will use reasonable means to meet the dates for collection (which shall always be working days unless agreed between Solowaste Ltd and the customer in the waste agreement but shall not be responsible for late collection or delay in collection this will not entitle the customer to cancel from the agreement.
5.2 Solowaste Ltd shall have no liability for any delay collection caused directly or indirectly by breakdown or unavailability of plant/equipment or any circumstance that is out of Solowaste Ltd control.

6. CHANGES IN CUSTOMER REQUIREMENTS
6.1 If the customer’s requirements for the service change, Solowaste Ltd shall, subject to clause
6.2 shall change the agreement as agreed between the customer and Solowaste Ltd.
6.3 Solowaste Ltd and the customer must put all changes to the waste agreement in writing and for the avoidance of doubt state all new/existing changes and in doing so a new waste agreement will be issued and start from the commencing date.

7. RISK
7.1 Risk of any loss or damage to the plant/equipment shall be the responsibility of the customer and will remain with the customer from the time when the plant/equipment is delivered to the site address, except where the loss or damage has occurred by the negligence of Solowaste Ltd, its employees, agents or sub-contractors.

8. TERMS AND REPRESENTATIONS
These clauses set out the customer’s rights in respect of any loss or damage caused by the service made by Solowaste Ltd and its employees. Customers are advised to read these clauses carefully and to check that they are covered by insurance against any loss or damage that they may sustain in respect of which the potential liability of Solowaste Ltd is or may be restricted or excluded hereunder.
8.1 The plant/equipment shall be deemed to be in good working order, condition and fit for the customer’s use except when the customer has notified Solowaste Ltd of any defects within three working days of acceptance of the plant/equipment at the site address.
8.1.1 A breach by Solowaste Ltd of any of the express provisions of these standard conditions of supply; or
8.2 If any exclusion or limitation of liability or any other provision contained in this Clause 8 or otherwise contained in the agreement is held invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if Solowaste Ltd thereby becomes liable for any defect or loss, damage or nuisance which would have otherwise been such liability shall be subject to the other exclusions limitations or provisions set out in the agreement.
8.3 The provisions of this Clause 8 shall remain in full force and effect notwithstanding any breach of this agreement by Solowaste Ltd, and shall apply to such breach whether or not this agreement is terminated in consequence of such breach.

9.  EMPTYING REPLACEMENT AND REMOVAL
9.1 The customer shall at all times allow Solowaste Ltd employees or agents access to the plant/equipment to empty, exchange and on the termination of the waste agreement to remove it from the site address.
9.2 All waste/recycling deposited in the plant/equipment shall become the property of Solowaste Ltd from the time when Solowaste Ltd empties or replaces the plant/equipment PROVIDED THAT the waste/recycling is of the nature that is stated within the waste agreement, if this is not the case then the customer will be liable/ responsible for such waste/recycling.

10. PLANT/EQUIPMENT
10.1 The customer shall not
10.1.1 overload or overfill the plant/equipment; or
10.1.2 set fire to the contents of the plant/equipment; or
10.1.3 interfere with the mechanism of the plant/equipment; or
10.1.4 add or attach to the plant/equipment any painting, signs, signwriting, lettering or advertising.
10.2 All plant/equipment provided shall remain the property of Solowaste Ltd and the customer will have no rights in the plant/equipment other than for the use of the waste agreement. The plant/equipment must only be used by the customer in the waste agreement and always located at the site address. The customer has agreed that the plant/equipment is safe and able to contain and transport the waste/recycling as specified in the waste agreement. Solowaste Ltd relies on the customer’s information provided as to the quantity and weight of waste/recycling that is been held in the plant/equipment if different to waste agreement.

11. WASTE
11.1 The customer and Solowaste Ltd will both sign a new Transfer Note:-
11.1.1 Without prejudice to clause 11.3, at any time when there is a change in any of the details in waste agreement or on any transfer note.
11.1.2 Before the expiration of the agreed contract duration as stated in the waste agreement from the commencement date or any current transfer note.
11.2 The Customer warrants that the details relating to the waste/recycling (including, for the avoidance of doubt, those relating to weight and compatibility) contained in waste agreement or in any transfer note are and will be true and complete as Solowaste Ltd relies on those details of the Service. Solowaste Ltd shall be entitled to take samples of the waste/recycling placed in the plant/equipment to audit the material to confirm that the description is correct. Such procedure shall under no circumstances relieve the customer of its obligations to describe the waste/recycling honestly.
11.3 The customer may not place in the plant/equipment any material other than such stated in the waste agreement or, if such has agreed with Solowaste Ltd prior to the collection.
11.4 Solowaste Ltd will be entitled to refuse to deal with any material:-11.4.1 Which it has reason to believe is toxic, poisonous, explosive, inflammable or otherwise dangerous; or
11.4.2 The handling of which may cause Solowaste Ltd to incur civil or criminal liability; or
11.4.3 Which it has reason to believe is or may be Hazardous;
11.4.4 The disposal of which might involve Solowaste Ltd in additional expense or an unreasonable amount of extra work.

12. DISPOSAL
12.1 Solowaste Ltd will use all reasonable endeavours to satisfy itself that any Disposal Site at which the Customer’s Waste is disposed of is operated in accordance with statutory requirements where such Disposal Site is not operated by Solowaste Ltd. However, Solowaste Ltd accepts no liability whatsoever for any third party’s failure so to operate.

13. LIABILITIES OF THE CUSTOMER
13.1 During the waste agreement the customer must replace/repair to manufactures specification all plant/equipment of Solowaste Ltd if lost or damaged (fair wear and tear excepted).
13.2 Subject to Clause 8, the customer shall indemnify and hold Solowaste Ltd harmless against any injury demands actions costs charges expenses loss damage or liability to any persons or property arising from:
13.2.1 Any act omission or negligence of the customer its agents or employees; or
13.2.2 The provision of the service.
13.3 If the customer requests that the plant/equipment be placed in a position which requires the vehicle to leave the public highway the customer shall indemnify and hold Solowaste Ltd harmless against any loss costs claims damages or expenses Solowaste Ltd may thereby incur whether as a result of damage to the vehicle, the plant/equipment, the property of the customer or a third party including damage to the road margin or pavements.
13.4 The Customer shall maintain insurance cover inrespect of this indemnity and shall at the request of Solowaste Ltd provide a copy of the insurance policy as proof of maintaining such cover.

14. TERMINATION
14.1 If the customer commits any breach of this agreement Solowaste Ltd may, in addition to its other rights in respect thereof, give notice to the customer to terminate this agreement immediately or, at the option of Solowaste Ltd, after 21 days from the date of such notice if the Customer shall not have remedied the breach to Solowaste Ltd’s satisfaction during that time.
14.2 If the Customer shall have a receiver, an administrator or an administrative receiver appointed for the whole or any part of its assets or if an order shall be made or a resolution passed for its winding-up (unless this is for the purpose of its reconstruction or amalgamation) then this agreement shall terminate forthwith.
14.3 Either party may terminate this agreement by the service of notice, which must be of not less than three month’s duration and not more than six months duration, must be expressed to expire on the date which is three months after expiry of the Initial Period or any subsequent anniversary of the Commencement Date, and must be given in the manner set out in Clause 16.
14.4 If Solowaste Ltd elects to terminate this agreement under Clause 14.1, or the agreement is terminated under Clause 14.2, or the Customer wishes to terminate the Agreement other than in accordance with clause 14.3 then the Customer shall pay all Charges accrued due and in addition shall pay to Solowaste Ltd as liquidated damages (and the Customer acknowledges this to be a genuine pre-estimate of the likely loss which Solowaste Ltd would incur in such event for the period from the date of such termination to the earliest date on which this agreement could validly be terminated by a notice given in accordance with Clause 14.3, the following amount:-14.4.1in the case of Customers for which Solowaste Ltd collects Waste on a scheduled Collection Day, an amount equal to 50% of the aggregate Daily Rental and Collection Charge which would have become payable in respect of the Service during the Damages Period;
14.4.2 in the case of Customers for which Solowaste Ltd collects Waste not on a specific Collection Day but upon request, an amount equal to 50% of the aggregate Daily Rental and Collection Charge which would have become payable in respect of the Service during the Damages Period on the following assumptions:
14.4.2.1 where the Service has been provided for less than three months, that collections would have been made during the Damages Period at the Expected Frequency set out in waste agreement; or
14.4.2.2 Where the Service has been provided for more than three months, that collections would have been made during the Damages Period at the greater of (1) the Expected Frequency or (2) at the same average rate as during the three months immediately preceding the termination date.
14.5 Solowaste Ltd may Terminate this Agreement on notice and without liability to the Customer if Solowaste Ltd reasonably considers that it cannot provide the Service (or any part of the Service) safely or the Customer has not signed and returned a valid Transfer Note(s).
14.6 Termination of this agreement shall be without prejudice to any rights or liabilities of either party which may have accrued to that date.

15. AMENDMENT
15.1 Solowaste Ltd reserves the right to amend this agreement as it considers necessary to comply with statutory requirements from time to time or any change in legislation governing the collection transport and disposal of Waste and will notify any such amendment to the Customer as soon as practicable.

16. NOTICES
16.1 Any proposal acceptance agreement authority permission or notice referred to in this agreement shall be:
16.1.1 in writing; and
16.1.2 given to the party for whom it is intended at the address for that party as set out in the waste agreement, or such address as is notified to the other party for that purpose; and
16.1.3 Given by post, fax or e-mail and shall be deemed to have been received two Working Days after the date of posting or one Working Day after the date of fax or e-mail as the case may be.

17. GOVERNING LAW
17.1 This agreement shall be governed by and construed in accordance with the Laws of England and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
17.2 Any reference to any Act of Parliament Regulation or Order shall include any re-enactment, amendment, replacement or modification thereof.

18. FOREBEARANCE
18.1 No time indulgence or relaxation on the part of Solowaste Ltd shown or granted in respect of any of the provisions of this agreement shall in any way affect diminish restrict or prejudice the rights or powers of Solowaste Ltd under this agreement or operate as or be a waiver of any breach by the Customer of the terms of this agreement.