*
Terms & Conditions
- Interpretation and formation of Contract
- Supply of the Service
- Charges
- Rights in Input Material and Output Material
- Warranties and Liability
- Cancellation/Termination
- General
- Additional provisions where Goods are Supplied
1 Interpretation and formation of Contract
1.1 In these Conditions:
‘Client’ means the individual, firm, company or other party to whom the Company has agreed to provide the Service in accordance with these Conditions
‘Contract’ means the contract for the provision of the Service
‘Document’ includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data
‘Initial Consultation Fee’ means the fee of such amount as shall be agreed between the Client and the Company to be paid by the Client upon acceptance of the Proposal Form by the Company pursuant to Condition 1.4
‘Input Material’ means any Documents or other materials, and any data or other information provided by the Client relating to the Service
‘Output Material’ means any Documents or other materials, and any data or other information provided by the Company relating to the Service
‘Service’ means the waste management consultancy and/or collection and/or delivery of waste service to be provided by the Company to the Client as set out in the Company’s Proposal Form
‘Company’ means Failand Paper Services Limited
‘Company’s Standard Charges’ means the charges shown in the Supplier’s brochure or other published literature relating to the Service from time to time
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Any Contract shall incorporate and be subject to these Conditions and any further terms specified by the Company to the Client in writing. In the event of the Client seeking to incorporate special terms into the Contract, such special terms shall not apply unless they are accepted and agreed by an officer of the Company in writing.
1.4 No Contract shall come into existence until the Client (or the Client’s duly authorised representative) has signed and dated the Company’s Proposal Form and the Company has accepted such Proposal Form in writing
1.5 Any quotation given by the Company is an invitation to the Client to appoint within 30 days of the quotation date the Company to provide the Service in accordance with these Conditions and any other special terms referred to in the quotation or accepted and agreed by the Company in accordance with Condition 1.3 above.
1.6 If the Client submits an instruction containing terms inconsistent with or purporting to override these Conditions, the Company’s acknowledgement or acceptance of such instruction shall constitute a counter-offer on these conditions.
1.7 Any waiver of any breach of these Conditions shall not prejudice the Company’s rights in respect of any subsequent breach
2 Supply of the Service
2.1 The Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Company to provide the Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
2.2 The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client.
2.3 The Service shall be provided in accordance with the Proposal Form and otherwise in accordance with the Company current brochure or other published literature relating to the Service from time to time, subject to these Conditions.
2.4 The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Service without any liability to the Client.
2.5 The Company may at any time without notifying the Client make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.
2.6 The Client shall ensure that the Company’s representative have full and free access to the site where the Service is to be performed and shall take all such steps as shall be necessary to ensure the safety of any of the Company’s servants agents or sub-contractors who visit any such site in the performance of the Service.
3 Charges
3.1 Where the Service consists of the provision of consultancy services the Client shall pay to the Company within 14 days of the date of the relevant invoice the Initial Consultation Fee and throughout the continuance of the Contract a monthly management fee of such amount as may be agreed between the Company (or failing agreement in accordance with the Company’s Standard Charges)
3.2 Subject to any special terms agreed, and to condition 3.1, the Client shall pay the company’s Standard Charges and any additional sums which are agreed between the Company and the Client for the provision of the Service or which, in the Company’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.3 The Company shall be entitled to vary the Company’s Standard Charges from time to time by giving not less than one months’ written notice to the Client.
3.4 All charges quoted to the Client for the provision of the Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3.5 The Company shall be entitled to invoice the Client following the end of each month in which the Service is provided, or at other times agreed with the Client.
3.6 The Company’s Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set?off or other deduction) within 30 days of the date of the Supplier’s invoice.
3.7 If payment is not made on the due date, the Company shall be entitled, without further notice and without limiting any other rights it may have
3.7.1 To claim interest and compensation for debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
3.7.2 to cease all further supplies of the Service to the Client without liability in respect of any loss or damage sustained by the Client as a result PROVIDED THAT in such event the Client shall not in any respect be released from its obligations under that or any other Contract
3.8 Time for payment shall be of the essence of the Contract
4 Rights in Input Material and Output Material
4.1 The property and any copyright or other intellectual property rights in:
4.1.1 any Input Material shall belong to the Client
4.1.2 any Output Material shall, unless otherwise agreed in writing between the Client and the Company, belong to the Company, subject only to the right of the Client to use the Output Material for the purposes of utilising the Service.
4.2 Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 The Client warrants that any Input Material and its use by the Company for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Warranties and Liability
5.1 The Company warrants to the Client that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Contract. However any date or time stated in the Contract shall constitute a statement of expectation only and shall not be binding. Accordingly the time of supply of the Service shall not be of the essence of the Contract. Where the Company supplies in connection with the provision of the Services any services or any goods (including Output Material) supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the services or goods to the Company.
5.2 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Conditions, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law including negligence, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or its use by the Client, any act, omission, neglect or default of the Company, its servants or agents, in the performance of the contract and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company’s charges for the provision of the Service in any calendar year except as expressly provided in these Conditions.
5.3 The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Company’s reasonable control.
5.4 Without prejudice to the generality of the foregoing nothing herein contained shall operate to exclude or restrict liability for breach any obligation arising from the Supply of Goods and Services Act 1982 or the Sale of Goods Act 1979 (as amended) as against the Client if he is dealing as a consumer (as defined by section 12 of the Unfair Contract Terms Act 1977)
5.5 The Company makes no representation as to the benefit to the Client arising out of the provision of the Service and there is neither expressed nor shall there be implied into the Contract any conditions or warranties as to the same
5.6 The Client agrees to indemnify the Company in respect of all claims, costs, damages, loss or other charges falling upon the Company as a result of the negligent act or omission of the Client or any of its servants or agents.
5.7 The Company shall not consider any claim made against it in respect of any alleged failure or default in the provision or Service unless the Client notified the Company within seven days of the relevant failure. The Company’s liability in such circumstances shall be limited to the cost of rectifying the failure or the net price at which the Service is provided to the Client, whichever is the lesser.
5.8 If the Company shall be prevented or hindered from supplying the Service or any part thereof by any circumstances beyond its reasonable control performance of the Contract shall be suspended for so long as the Company is so prevented or hindered provided that if the performance of the Contract shall be suspended for more than six consecutive calendar months the Company shall be entitled by notice in writing to the Client forthwith to terminate the Contract or cancel any outstanding part thereof and in such circumstances the Client shall pay at the rate specified in these conditions for all the Services supplied to the actual date of such termination. The Company shall not have any liability to the Client for any direct or consequential loss or damage suffered by the Client as a result of the Company’s inability to perform its obligations under the Contract in these circumstances mentioned above
6 Cancellation/Termination
6.1 Where the Contract is for the provision of Consultancy Services either party shall be entitled to terminate the Contract at any time by giving not less than three months’ written notice to the Company.
6.2 If the Client terminates the Contract other than in accordance with Condition 6.1 or where the Contract is for collection or delivery of waste paper only and the Client cancels any Contract (in which case the Client shall pay to the Company at the rates specified above for all Services supplied by the Company up to and including the date of cancellation) the Client shall further indemnify the Company in full against all loss (including loss of profit) costs, damages, charges, and expenses incurred by the Company as a result of cancellation.
6.3 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or has a receiver or an administrative receiver appointed over the whole or any part of its undertaking or assets or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed or any order is made or a resolution is passed or analogous proceedings are taken for the winding up of that party.
7 General
7.1 The Company shall subject to the Client’s consent (which shall not be unreasonably withheld or delayed) be entitled to carry out its obligations under this Agreement through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.
7.2 These Conditions (together with the terms, if any, set out in the Proposal Form) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.3 Nothing in this Agreement shall create or be deemed to create a partnership between the parties
7.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.5 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
7.7 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
8. Additional provisions where Goods are Supplied
8.1 The legal and beneficial ownership of bins, skips etc. supplied under the Contract for the provision of the Service shall at all times remain the property of the Company (or its relevant contractor) and the Client shall hold such items in a fiduciary capacity and shall account to the Company for all damages to or misuse thereof and in particular shall keep them identifiable as the goods of the Company.
8.2 Where goods are to be sold to the Client by the Company pursuant to the Contract the following additional conditions will also apply.
8.2.1 Delivery of such goods will take place at the premises of the Client or if some other place for delivery is agreed by the Company delivering the goods to that place.
8.2.2 The Client undertakes to inspect or to procure the inspection of such goods at the earliest opportunity after delivery and in any event within 48 hours of delivery. Any claim for shortfall in a delivery of the goods or claim that the goods do not comply with the Client’s order must be notified in writing within 7 days of delivery. Failing to make any such claim within such a period shall constitute unqualified acceptance of the goods and waiver by the Client of all claims relating to non-delivery of the goods or delivery of the wrong goods or error on the Company’s invoice as the case may be.
8.2.3 Risk in the goods sold shall pass to the Client on delivery provided that the Client shall keep such goods fully insured against all risks throughout the period between the risk therein passing to the Client and the property therein ceasing to remain with the Company and shall if required in writing by the Company produce evidence of such insurance to the Company.
8.2.4 Not withstanding delivery of such goods the property in the goods shall remain with the Company until the Client has paid the Company in full in cash or cleared funds for the goods and the Client shall hold such goods in a fiduciary capacity as the Company’s bailee until such payment provided that until property in the goods has passed to the client in accordance with this condition (other than that prejudice to the Company’s other rights) the Client shall (unless otherwise agreed by the Company in writing) take all reasonable steps to ensure that all goods which are in possession or control of the client or the client’s agent or customer are labelled or otherwise marked or kept apart from all other goods so that they may be readily identified or separated from other goods of the Client and third parties. Further the Company should have the right to require the Client to deliver up the goods and if the client fails to do so to repossess the goods and for that purpose to go upon any premises of the Client or any third party where the goods are stored.
8.3 While every effort will be made to ensure that the quality of the goods is in compliance with the relevant order the Client acknowledges that by the nature of the goods supplied there may be variations in quality and notwithstanding any other of these Conditions the Company shall not be liable to the Client in any respect whatsoever in connection with any such variation which falls within margins commonly accepted in the waste management industry.