|
TERMS AND CONDITIONS
<br /> 1.ACCEPTABLE WASTE. Customer shall deliver and Company shall accept for disposal or other management purpose only Acceptable Waste. As used
<br /> herein, "Customer" shall mean both Customer and Generator listed on the reverse hereof. Customer shall deliver the full quantity of Acceptable Waste
<br /> ge.ierated and/or handled by Custome as estimated on the reverse hereof. Acceptable Waste means and includes only such waste as is described on the
<br /> reverse and which is approved and p rmitted for management at the Designated Facility listed on the reverse, and shall not include any Nonconforming
<br /> 'Haste. As used herein, Nonconforming Waste means waste that: (a)is not in conformance with the description and/or estimated quantity of the waste set
<br /> )rth on the reverse; (b) is or contains any infectious waste, or radioactive, volatile, corrosive, highly flammable, explosive, biomedical, biohazardous
<br /> material or hazardous, dangerous, or f xic substances, as defined pursuant to or listed or regulated under applicable federal, state or local law, except as
<br /> stated on the reverse, or(c) is prohibit d from being received, managed or disposed of at the Designated Facility by federal, state or local law, regulation,
<br /> rule, code, ordinance, order, permit orlermit condition;
<br /> 2. REPRESENTATIONS&WARRANES. Customer represents and warrants that: (a)the description of the waste set forth on the reverse hereof is true
<br /> and correct in all material respects, (bll waste delivered to the Designated Facility by Customer shall be Acceptable Waste as defined above and shall
<br /> nct be or contain Nonconforming Was (c)Customer shall,and shall cause any carrier with which it contracts to, handle and transport the waste in a safe
<br /> and workmanlike manner in full comnce with all applicable federal, state and local laws, ordinances, decisions, orders, rules or regulations; and (d)
<br /> Customer has advised its drivers ofmpany's prohibition on delivery of Nonconforming Waste, of the definitions and listing of hazardous waste and
<br /> hazardous substances under applicabfederal and state law and regulations and of the definition of Acceptable Waste herein. Company represents and
<br /> warrants that it shall manage the Acceable Waste in a safe and workmanlike manner in full compliance with all applicable federal, state and local laws,
<br /> ordinances,decisions, orders, rules orgulations.
<br /> 3. WASTE REJECTION. Company my inspect, analyze or test any waste delivered by Customer and/or may reject, refuse or revoke acceptance of any
<br /> waste if, in the opinion of Company, t e waste or tender of delivery fails to conform to or Customer fails to comply with the terms of this Agreement,
<br /> including by delivery of Nonconforming Waste. Company may also reject any waste which (a) Company reasonably believes would, as a result of or upon
<br /> disposal or other management, be a v lation of local, state or federal law, regulation, ordinance or permits, including land use restrictions or conditions
<br /> applicable to the Designated Facility; o (b) in Company's opinion would present a significant risk to human health or the environment, cause a nuisance or
<br /> otherwise create or expose Company Customer to potential liability. Company also shall have the right to refuse to accept or to reject any Acceptable
<br /> Waste in the event of Customer's fail re to pay fees owed by Customer hereunder. In the event Company rejects or revokes acceptance of waste
<br /> hereunder, Customer shall, at its sole cost, immediately remove or arrange to have the rejected waste removed from Company's control or property.
<br /> Customer shall pay and/or reimburse ompany for any and all costs, damages and/or fines incurred as a result of or relating to Customers tender or
<br /> delivery of Nonconforming Waste or othfailure to comply or conform to this Agreement, including costs of inspection,testing and analysis.
<br /> 4. SPECIAL HANDLING; TITLE. If CImpany elects, in its sole discretion, to handle, rather than reject, Nonconforming Waste, Company shall have the
<br /> right to manage such Nonconforming Waste in the manner deemed most appropriate by Company given the characteristics of the Nonconforming Waste.
<br /> Company may assess and Customer hall pay additional fees associated with delivery of Nonconforming Waste, including, but not limited to, special
<br /> handling or disposal charges, and cosis associated with different quantities of waste, different delivery dates, modifications in operations, specialized
<br /> equipment, and other operational, environmental, health, safety or regulatory requirements. Title to and ownership of Acceptable Waste shall transfer to
<br /> Company upon its final acceptance of(Acceptable Waste. Title to, ownership of and liability for Nonconforming Waste shall at all times remain with
<br /> Customer. Revocation of acceptance b�Company shall operate to re-vest all incidents of ownership in Customer.
<br /> 5. INDEMNITY. Each party hereto (th� "Indemnitor") hereby agrees to indemnify, hold harmless and defend the other party, and its owners, officers,
<br /> directors, employees and agents (colle tively, the "Indemnitees'), from and against any and all liabilities, penalties, fines, forfeitures, fees, demands,
<br /> claims, causes of action, suits,judgments and costs and expenses incidental thereto, including attorneys'fees(collectively, "Damages"). which any or all of
<br /> he Indemnitees may hereafter suffer, in�ur, be responsible for or pay out, including for personal injuries, property damage, or contamination of or adverse
<br /> effects on the environment, to the exten caused by, or arising from or in connection with the breach of any representations or warranties of the Indemnitor
<br /> set forth in this Agreement, or any negligent actions or omissions or willful misconduct of the Indemnitor, its employees, officers, owners, directors or
<br /> agents, or the violation of any law, ordi ante or regulation, including, without limitation, the Comprehensive Environmental Response, Compensation and
<br /> Liability Act,42 U.S.C. §9601 et seq., at amended. Such indemnity shall exclude Damages to the extent they arise as a result of any negligent actions or
<br /> omissions or willful misconduct of theInGemnitees or their employees, officers, owners, directors or agents. The indemnification obligation hereunder shall
<br /> arise only in excess of any available and collectible insurance proceeds and the Indemnitor shall be liable hereunder to pay only its share of the amount of
<br /> Damages, if any, that exceeds the total mount that all insurance has paid for the Damages, plus the total of all deductible and self-insured expenses paid
<br /> unJer all insurance policies. The obligati ns in this Section 5 shall survive the performance and termination of this Agreement.
<br /> 6. UNCONTROLLABLE CIRCUMSTAN ES; TERMINATION. Except for the obligation to pay fees hereunder, the performance of this Agreement may be
<br /> discontinued or temporarily suspended y either party, and neither party shall be deemed to be in breach of this Agreement, in the event performance is
<br /> prevented by a cause or causes beyond he reasonable control of the affected party. Such causes shall include, but not be limited to, acts of God, acts of
<br /> war, riot, fire, explosion, accident, flood or sabotage, governmental laws (including nuisance), permit conditions, regulations, restrictions (including land
<br /> use), condition of the waste, injunction or actions or omissions of third party transporters or other contractors, suppliers or vendors. Company may
<br /> immediately terminate management se ices hereunder upon written notice to Customer in the event Customer breaches any term, provision or obligation
<br /> under this Agreement, in which case, C stomer shall be liable for and shall pay to Company all costs and losses incurred by Company as a result of or
<br /> relating to any such termination.
<br /> 7. MISCELLANEOUS. This Agreemen shall be governed by the laws of the state in which the Designated Facility is located. Every provision of this
<br /> Agreement shall be severable. This Ag eement represents the entire understanding and Agreement between the parties relating to the management of
<br /> waste,except that, if the parties, or theirparent companies, are parties to a national service agreement,the terms of such national service agreement shall
<br /> govern over any inconsistent terms in this Agreement. No representations, statements or Agreements, unless agreed to by the parties in writing, shall
<br /> modify,change, amend or otherwise affect the obligations undertaken in this Agreement. No waiver by either party of any one or more defaults or breaches
<br /> by the other in the performance of this Agreement shall operate or be construed as a waiver of any future defaults or breaches. Customer may not assign
<br /> this Agreement without the prior written consent of Company. This Agreement shall be binding upon and shall inure to the benefit of the parties'successors
<br /> and assigns.
<br /> THIS IS A LEGALLY BINDING CONTRACT. EACH UNDERSIGNED INDIVIDUAL ACKNOWLEDGES THAT HE/SHE HAS READ AND
<br /> UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ABOVE AND ON THE REVERSE HEREOF
<br /> AND THAT HE/SHE HAS THE AUTHORITY TO SIGN ON BEHALF OF CUSTOMER/GENERATOR AND COMPANY. BY SIGNING
<br /> BELOW, CUSTOMER AND GENERATOR INDICATE A FIRST HAND KNOWLEDGE OF THE WASTE'S CHARACTERISTICS AND
<br /> CE=RTIFY THE TRUTH OF THE IN F MATION ON THE REVERSE HEREOF. AGREED TO AS OF THE DATES BELOW.
<br /> GENERATOR: x COMPANY:
<br /> ( U HORIZED SIGNATURE) (AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
<br /> �5 i2 i /kE��'JL' �;V�1.
<br /> (NAME,TITLE) (NAME,TITLE) (NAME,TITLE)
<br /> DATE: cS L O DATE: DATE:
<br />
|