Terms and Conditions
Standard Terms and Conditions of Trading
The Customer’s attention is particularly drawn to condition 9.
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (the “Conditions”).
Charges: means the total amounts payable for the Services in respect of, but not limited to, the Collection Charges, Daily Rental and Delivery Charges as set out in section 3 of the Schedule.
Charge Per Lift: means the amount per lift (or collection) of Waste as set out in section 3 of the Schedule, as increased from time to time pursuant to condition 6.
Charge Per Tonne: means the amount per tonne of Waste collected in any lift as set out in section 3 of the Schedule, as increased from time to time pursuant to condition 6.
Collection Charge: means for invoice type 1, the Charge Per Lift, for invoice types 2 and 3, the Charge Per Lift plus the Charge Per Tonne and for invoice type 4, the Charge Per Lift – (net weight x Charge Per Tonne).
Delivery/Collection Site: means the site to which the Supplier’s Equipment is to be delivered as is specified in the Schedule.
Commencement Date: the date specified in the Schedule as the commencement date or if none, the date on which the first of the Supplier’s Equipment is delivered to or collected from the Customer.
Conditions: means these, Bolton Brothers Limited’s standard terms and conditions of trading as amended from time to time.
Contract: means together the Schedule and these Conditions.
Customer: the person, firm or company who purchases Services from the Supplier.
Daily Rental: means the daily amount set out in section 3 of the Schedule, as increased from time to time pursuant to condition 6.
Delivery Charges: means the amount set out in section 3 of the Schedule, as increased from time to time pursuant to condition 6.
Damages Period: has the meaning given in condition 11.7.
Expected Frequency: means the frequency stated in section 3 of the Schedule, being (in the case where scheduled Collection Day(s) is/are not set out in section 3 of the Schedule) the Customer’s expectation of the frequency at which it will require the collection of Waste.
Extended Term: has the meaning given in condition 11.1.
Hire and hiring: includes circumstances where the Customer is paying a fee for the hire of the Supplier’s Equipment, and also where the Supplier is providing the Supplier’s Equipment free of charge.
Schedule: means the schedule setting out certain terms of the Contract.
Services: the services to be provided by the Supplier under this Contract consisting of the provision of Supplier’s Equipment, collection of Waste, transport of Waste and disposal of Waste together with any other services which the Supplier provides or agrees to provide to the Customer from time to time.
Supplier: Bolton Brothers Limited, company number 3745354, whose registered office is at Bramford Road, Great Blakenham, Ipswich, Suffolk, IP6 0SL.
Supplier’s Equipment: any equipment hired by the Supplier to the Customer, including but not limited to Waste disposal equipment, containers and skips.
Term: has the meaning given in condition 11.1.
Transfer Note: means the current controlled Waste Description and transfer note completed by the Customer and the Supplier pursuant to the provisions of the Environmental Protection Act 1990 and regulations made thereunder which relates to the Waste covered by the Contract.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Waste Description: means the description of the Waste provided to the Supplier by the Customer (as agreed by the Supplier) in the Schedule or any subsequently amended Waste Description determined pursuant to these Conditions.
Waste: means Waste materials to be collected in the Supplier’s Equipment (which shall comply with the requirements set out in the Schedule, the Waste Description and these Conditions).
2. Application of conditions
2.1 Subject to condition 18, these Conditions shall apply to all Contracts for the supply of Services by the Supplier to the Customer and shall supersede (1) any previous terms and conditions that the Customer seeks to impose or incorporate whether contained in any purchase order, order confirmation, acceptance of a quotation or specification supplied by the Customer and (2) any other terms and conditions which are implied by law, trade, custom, practice or course of dealing.
2.2 These Conditions shall apply, where the context so permits, for the benefit of the Supplier and the employees, agents and sub-contractors of the Supplier as if they had been parties hereto.
2.3 No additions or modifications to or terms inconsistent with these Conditions, other than as set out in the Schedule shall be binding upon the Supplier unless specifically agreed in writing by the Supplier.
2.4 No offer placed by the Customer shall be accepted by the Supplier other than:
(a)by a written acknowledgement issued and executed by the Supplier; or
(b)(if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.
2.5 Quotations are given by the Supplier on the basis that no Contract shall come into existence except upon both parties either signing a completed Schedule outlining the Services to be provided or otherwise in accordance with condition 2.4.
2.5 Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
2.6 The Supplier may require a credit application from the Customer and in processing the credit application the Customer consents that the Supplier may make enquiries of credit reference agencies or other sources who may keep a record of the Supplier’s enquiry and that the Supplier may use any information obtained for the purposes of risk assessment, fraud prevention and for occasional debt tracing.
2.7 If the Customer’s requirements for the Services change at any time during the Term, the Supplier shall, subject to condition 2.8, implement such changes as are agreed between the parties in writing.
2.8 The Supplier and the Customer shall make such written amendments to the Contract (which for avoidance of doubt includes the Charges) and in executing such replacement Transfer Note as may be necessary to give effect to any changes agreed under condition 2.7 and this condition 2.8.
3. Supplier’s obligations
3.1 The Supplier shall use reasonable endeavours to meet the dates for delivery of Supplier’s Equipment and the collection of Waste agreed by the parties, but time of delivery/collection shall not be of the essence.
3.2 The Supplier shall only be required to collect containers on week days (Monday to Friday), during the working hours of 07.30 to 17.30 hrs and excluding public holidays.
3.3 The Supplier and any of its personnel shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
3.4 The Supplier will provide Waste Transfer notes & Weighbridge tickets for each collection in accordance with the Environmental Protection Act 1990 and also a Certificate of testing for the Weighbridge, as and when required.
4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services
(b) provide, for the Supplier, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Collection Site as requested by the Supplier;
(c) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services in accordance with all applicable laws, before and during the supply of the Services at those premises;
(d) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Collection Site and all other premises of the Customer to which the Supplier will have access;
(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, and the supply of and use of the Supplier’s Equipment in all cases before the Commencement Date;
4.2 The Customer shall:
(a) provide suitable access to the Collection Site, a suitable area for storing the Supplier’s Equipment and suitable facility for turning the delivery vehicle around;
(b) be responsible for the safety of any person (including the employees and agents of the Supplier) whilst at the Collection Site.
4.3 The following provisions shall apply in respect of the Waste:-
(a) The Customer warrants that the properties of the Waste contained in the Waste Description shall be true and complete.
(b) The Supplier shall be entitled to take samples of the materials placed in the Supplier’s Equipment to satisfy itself that the Waste Description is accurate prior to the collection and disposal (without prejudice to the Customer’s obligation to describe the Waste accurately in the Waste Description)
(c) Without prejudice to condition 4.3(d) the Customer and the Supplier shall each agree and sign a new Waste Description at any time where there is an agreed change to the properties of the Waste.
(d) The Customer may not place or cause to be placed in the Supplier’s Equipment any material other than Waste as described in the current Waste Description.
4.4 The Customer warrants and undertakes with respect to each container ordered to be placed other than on private property that:
(a) the permission of the Highway Authority has been duly obtained under Section 139 Highways Act 1980;
(b) the said permission will be kept in force by the extension or renewal as necessary until either the container is removed or until the expiry of three working days notice is given to us to remove the container;
(c) the Customer will ensure the observation and performance at all times of all the Conditions subject to which the aforesaid permission is granted, and in particular will ensure the container is properly lighted throughout the hours of darkness;
(d) the Customer will not remove the container from the place where it is deposited without first obtaining both written permission of the Highway Authority and the Supplier; and
(e) the Customer will ensure that at the time when collection is requested there is a clear space at one end of the container of not less than forty feet to enable the Supplier’s lorry necessary access to effect the collection and removal.
4.5 The Customer warrants that it or a responsible officer in its firm or company organisation has read or had explained to them and fully understands all the conditions subject to which the Highway Authority’s permission has been granted and these Conditions of trading.
4.6 Unless specifically otherwise agreed in writing the Customer shall provide three marker cones by day and three cones plus six yellow lights on the container during the hours of darkness as required by the Highways Act 1980 if the same is placed on the Public Highway (including grass verges and footpaths or pavements) or anywhere else where damage to property or injury to third parties is reasonably foreseeable.
4.7 The Customer undertakes to fill the Supplier’s Equipment within the period of any licence granted under the Highways Act and give the Supplier notice for collection.
4.8 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5. Change control
5.1 If the Customer requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
(a) the likely time required to implement the change;
(b) any variations to the Supplier’s charges arising from the change; and
(c) any other impact of the change on the terms of the Contract.
5.2 The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
5.3 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges and any other relevant terms of the Contract to take account of the change.
6. Charges and payment
6.1 TheCharges payable for the Services shall be as set out in the Schedule;
6.2 All Charges quoted to the Customer shall be exclusive of VAT which the Supplier shall add to its invoices at the appropriate rate.
6.3 Where the Charge Per Lift set out in the Schedule is based on an assumed weight, particulars of which are contained in the Schedule, then the Supplier may revise any such assumed weight (and consequently and proportionally the Charge Per Lift) if at any time the Supplier reasonably believes that the actual average weight per collection materially differs from the assumed weight.
6.4 The Supplier may charge and the Customer shall pay within 30 days of invoice an environmental administration charge which shall be levied by the Supplier from time to time during the continuance of the Contract.
6.5 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt.
6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
6.7 Time for payment shall be of the essence of the Contract.
6.8 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.8 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.9 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
6.10 The Supplier shall have the right to increase the Charges upon giving the Customer no less than one months’ prior written notice of such increase, provided that the reasons for such increase is a corresponding variation in the Supplier’s costs including (but not limited to) variations in wages, disposal costs, cost of materials and Supplier’s Equipment, fuel costs, taxation and costs of compliance with legislation.
6.11 If the Customer chooses to cancel the Contract prior to the Commencement Date, the Supplier reserves the right to levy the following charges which the parties consider to be fair and reasonable:
(a) more than 4 days notice – 10% of total Service Charges payable;
(b) 1-3 days notice – 50% of total Service Charges payable;
(c) less than 24 hours’ notice – 100% of total Service Charges payable. Please note that cancellation charges apply on all orders once payment has been taken.
6.12 The Customer shall not be entitled to dispute any payment made. The Customer agrees that the Supplier’s records will be proof of the Services provided.
6.13 Without prejudice to any other rights of the Supplier, if there is or there arises any reason to doubt that any amounts due from the Customer will be paid in full, then the Company reserves the right to require payment in advance before commencing or continuing to provide the Services to the Customer OR in its sole discretion, the Supplier may terminate the Contract immediately on notice.
7. Customer warranties and indemnities
7.1 The Customer warrants:
(a) that the Waste to be placed in the Supplier’s Equipment is not prohibited under Section 3 of the Control of Pollution Act 1974 or under the Collection and Disposal of Waste Regulations 1988 or under the Environmental Act 1990 (hereinafter referred as the “1990 Act”) or under any supplementary environmental legislation or regulations issued by the Secretary of State for the Environment which are in force on the date of the removal of each loaded container;
(b) that the requisite
(i) waste management licence has been issued under Section 35 of the 1990 Act and remains valid or
(ii) the requisite disposal licence has been issued under section 5 of the Control of Pollution Act 1974 and remains valid; and
(c) that the Waste removed and disposed of in the container does not come within the definition of “special waste” contained in S.I 1980 / 1709 and/or the Special Waste Regulations 1990 (as amended or replaced from time to time).
(d) All activities undertaken by the Customer which may be subject to regulation under the Duty of Care (Section 34) of the 1990 Act are fully compliant with the legislation and do not detrimentally affect the compliance of the Supplier with the said legislation.
7.2 The Supplier will be entitled to refuse to deal with any material which the Supplier has reason to believe is toxic, poisonous, explosive, inflammable or otherwise dangerous, or the handling of which may cause the Supplier to incur civil or criminal liability, or which it believes to be special waste as defined in condition 7.1.
7.3 In the event of the Highway Authority or the Police exercising their powers to, or to cause the Supplier to, light, move or remove the Supplier’s Equipment during the period of hire the Customer acknowledges that it is responsible for all costs thereby incurred by the Supplier.
7.4 The Customer shall indemnify the Supplier for any additional cost incurred by the Supplier in handling or disposing of the Waste where such Waste does not correspond with the Waste Description.
8.1 The Supplier’s Equipment shall be deemed to be in good working order and condition and fit for the Customer’s purpose (save for any defects not discoverable by a reasonable examination) except to the extent that the Customer has notified the Supplier to the contrary within 3 working days of acceptance of the Supplier’s Equipment at the Collection Site.
8.2 If the Customer requests or orders vehicles delivering or collecting containers to leave the road the Customer shall indemnify the Supplier in full in respect of any loss, costs, claims, damages or expenses the Supplier may thereby sustain whether it is a result of damage to a vehicle, container or to the property of the Customer or third party including damage to the road margins and pavements, SAVE THAT the Customer shall not be so liable in respect of any negligence on the part of the Supplier or its employees.
8.3 Risk of any loss or damage to the Supplier’s Equipment shall pass to and remain with the Customer from the time the Supplier’s Equipment first arrives at the Collection Site, except where the loss or damage arises from the negligence or wilful default of the Supplier, its employees, agents or sub-contractors.
8.4 The Customer shall indemnify the Supplier in respect of any loss or damage to the Supplier’s Equipment whilst on hire or loan to them from whatsoever cause the same may arise (fair wear and tear excepted). The Customer shall also fully indemnify the Supplier in respect of any claim for injuries to persons or property arising out of the use of the containers whilst on loan or hire to them howsoever the same may be caused or arise. The Customer confirms that their household / buildings insurance provides adequate cover and the Customer will maintain during the Term appropriate insurance cover with a reputable insurance company against all its liabilities and indemnities that may arise under the Contract.
8.5 The Customer undertakes:
(a) not to light fires in the Supplier’s Equipment nor to burn anything therein;
(b) not to place any corrosive acid or noxious substance nor liquid cement or concrete in the Supplier’s Equipment;
(c) to ensure that the Supplier’s Equipment is not filled above the level of the sides thereof;
(d) to ensure the safe loading of Waste into the Supplier’s Equipment;
(e) not to interfere with the mechanism of the Supplier’s Equipment;
(f) not to add or attach to the Supplier’s Equipment; and
(g) to pay all the extra expenses and costs including possibly a new container which may result from non-observance of the above.
8.6 Overloaded Supplier’s Equipment will not be removed until excess has been unloaded at the Customer’s liability. Should the Supplier be unable to remove any of the Supplier Equipment due to overloading howsoever caused, the Customer will be deemed to be responsible and will be responsible for the cost of the failed delivery or removal as set out in Section 3 of the Schedule.
8.7 Where Waste is received pre-sorted and is subsequently found to be contaminated with other Waste materials, the Supplier will charge the Customer a clean up charge at the prevailing hourly rate.
8.8 The Customer also agrees that any container loaded with any commodity other than the prescribed Waste set out in the Schedule will be charged at the normal waste disposal rate that is applicable at the date of collection.
9.1 This condition 9 set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Services; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or
(c) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
9.4 Where the Customer is dealing as a consumer his statutory rights are not affected.
9.5 Subject to condition 9.2 to 9.4, the Supplier shall not be liable for:
(a) loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services in the Contract year in which the liability arises or £100,000 whichever is the lower.
9.6 If any exclusion or limitation of liability or any other provision contained in this condition 9 or otherwise contained in the Contract is held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if the Supplier becomes liable for any defect or loss, damage or nuisance which would have otherwise have been excluded, such liability shall be subject to the other exclusions, limitations or provisions set out in the Contract.
9.7 The provisions of this condition 9 shall remain in full force and effect notwithstanding any breach of the Contract by the Supplier and shall apply to such breach whether or not the Contract is terminated in consequence of such breach.
10. Ownership of Waste
10.1 Ownership of the contents of any Supplier’s Equipment including any Waste deposited therein by the Customer shall pass to the Supplier upon collection of the Supplier’s Equipment by the Supplier unless otherwise agreed in writing between the parties.
10.1 Ownership of the contents of any Supplier’s Equipment including any Waste deposited therein by the Customer shall pass to the Supplier upon collection of the Supplier’s Equipment by the Supplier unless otherwise agreed in writing between the parties.
10.2 The Customer acknowledges that the Supplier’s Equipment remains the property of the Supplier at all times and must not in any circumstances be sold or used as security. The Customer shall not permit any lien to be created on the Supplier’s Equipment.
10.3 The Customer must not remove, deface or cover up any nameplate or identification mark or number located on the Supplier’s Equipment, nor put any mark on the Supplier’s Equipment, which might indicate or suggest that it belongs to the Customer or any other party.
10.4 The Customer shall at all reasonable times have access to inspect or repair such name plates or marks.
11.1The Contract shall continue for the term as set out in the Schedule or in the event that no term is specified, the term shall mean a period of 12 months (the “Term”) and subject to condition 11.4, the term of the Contract shall automatically extend for 12 months (the “Extended Term”) at the end of the initial Term and at the end of each Extended Term, unless a party gives written notice to the other party not later than 3 months before the end of the initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Term or the relevant Extended Term, as the case may be. During any Extended Term, the Contract shall continue to be repaid on the same basis as during the initial Term.
11.2 During the Term of the Contract the Customer appoints the Supplier as its exclusive provider of the Services and for the avoidance of doubt the Customer shall not obtain the Services or services substantially similar to the Services from any third party unless otherwise expressly agreed in writing by the Supplier.
11.3 The parties shall enter into discussions to renew the Contract not later than 6 months prior to the end of the initial Term (or equivalent date in the case of any Extended Term).
11.4 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up or bankruptcy of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986).
11.5 Without prejudice to any other rights or remedies which the Supplier may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if (i) the Customer fails to pay the Supplier the Charges owing on the due date; or (ii) the Customer is in breach of condition 11.2:
11.6 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall, provide access to the Customer’s premises for the removal of the Supplier’s Equipment. Until the Supplier’s Equipment has been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(c) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.7 Without prejudice to condition 11.6 above, if (i) the Supplier elects to terminate the Contract in accordance with condition 11.5; or (ii) the Contract terminates in accordance with condition 11.4 due to the Customer suffering one of the events listed therein; or (iii) the Customer wishes to terminate the Contract other than in accordance with condition 11.1, then the Customer shall pay the Supplier’s outstanding unpaid invoices and interest in accordance with condition 11.6 above and in addition shall pay to the Supplier as liquidated damages (and the Customer acknowledges this to be a genuine pre-estimate of the likely loss which the Supplier would incur in such event) for the period from the date of such termination to the earliest date on which the Contract could validly be terminated by a notice given in accordance with condition 11.1 (the “Damages Period”), the following amount:-
(a) in the case of Customers for which the Supplier collects Waste on a scheduled Collection Day, an amount equal to 41% of the aggregate Daily Rental and Collection Charge which would have become payable in respect of the Services during the Damages Period;
(b) in the case of Customers for which the Supplier collects Waste not on a specific Collection Day but upon request, an amount equal to 41% of the aggregate Daily Rental and Collection Charge which would have become payable in respect of the Services during the Damages Period on the following assumptions:
(aa) 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 as set out in section 3 of the Schedule; or
(bb) where the Services have 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.
11.8 The Supplier may terminate this Agreement on notice and without liability to the Customer if the Supplier reasonably considers that it cannot provide the Services (or any part of the Services) safely or the Customer has not signed and returned a valid Transfer Note(s).
11.9 Termination of the Contract shall be without prejudice to any rights or liabilities of either party which may have accrued to that date.
12. Customer’s Liabilities
12.1 The Customer shall indemnify the Supplier in accordance with each indemnity provided by the Customer to the Supplier in the Contract, including but without limitation, those contained in conditions 7.4, 8.2 and 8.3.
12.2 During the Term of the Contract, the Customer shall make good to the Supplier all loss of or damage made to the Supplier’s Equipment (fair wear and tear excepted).
12.3 Subject to condition 9, the Customer shall indemnify and hold the Supplier harmless against any injury, demands, actions, costs, charges, expenses, loss, damage or liability to any persons or property arising from:
(a) any act or omission or negligence of the Customer, its agents or employees; or
(b) the provision of the Services.</pte.
12.4 The Customer shall maintain insurance cover in respect of condition 12.2 and each indemnity provided under the terms of the Contract and shall provide the Supplier on request with a copy of the insurance policy as proof of maintaining such cover.
13. Force majeure
13.1 The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
13.2 In addition to condition 13.1, the Supplier shall also have no liability for any delay or default in the provision of the Services caused directly or indirectly by the breakdown or unavailability of any of the Supplier’s Equipment or of any vehicles used in the collection of the Supplier’s Equipment or as a result of the Supplier being unable to obtain sufficient labour.
14.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
14.3 The parties agree, in the circumstances referred to in condition 14.1, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
15.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.Rights of third parties
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address given in the Contract (or such other address, or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 17 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.
Where there is a conflict between any of the terms of the Schedule and any of the provisions set out in these Conditions, the terms set out in the Schedule shall apply.
In the event of a dispute it shall be referred in the first instance to nominated executives from each of the parties and if they are unable to resolve the dispute it shall be referred to an independent third party appointed by the Centre for Effective Dispute Resolution (CEDR) in London, for mediation in accordance with the CEDR model mediation rules. If referred to CEDR for mediation, the determination of the independent third party shall be binding on the parties.
20. Governing law and jurisdiction
20.1 The Contract shall be governed by, and construed in accordance with, the law of England and Wales.
20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.The Contract has been entered into on the earlier of (i) the date the last partysigns under their signature in the Schedule; and (ii) the Commencement Date.