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Terme and Conditions
<br />5.0 Term; Termination.
<br />Term. This Agreement shallcontinue in effect for tWdive (12)
<br />months, and shall automatically continue thereafter for
<br />successive terms of 12 months, unless, a written notice of
<br />termination is provided at least thirty (30) days prior to the end of
<br />the Perm of thAgreement, or until terminated as hefeinafter
<br />provided. Sa646c reserves the right, EIOwe notice to the Client, to
<br />increase the fee for any such extended torm, If iCA
<br />terminates;Nri`ag►rientjr+rForto teniainagon bate, a
<br />rancelfaiftlrr, to`tie determ�ned,bySari tiE#c based on die
<br />eettia►ning ternrof ' Ag►ieement >elt/ be charige�al and must
<br />be pa/d before Agreement can be terminated.
<br />Termination. This Agreement may be terminated:
<br />(a) By the Client:
<br />(1) If Sanitec shall default: in the
<br />performance of any material covenant,' agreement, term or
<br />provision of hes Agreement and such default shall continue
<br />uncorrected for a period of thirty (30) days after written notice to
<br />Sanitec stating the specific default; or
<br />(b) By Sanitec:
<br />(1) if the.Client shall default in the
<br />perfOunance of any material covenant, agreement,term or
<br />provision of this Agreement and such default shall continue
<br />uncorrected for a period of thirty (30) days after written notice to
<br />Sanitec stating the specific default; or
<br />(2) If the .Client shall fail, to make any
<br />payment due to. Sanitec within sixty (60) days after the date the
<br />same shall have been due and payable; or
<br />(3) If the CDent `repeetedly fails to
<br />properly screen the materials provided to Sanitecfor,processing,
<br />as required by Section 2. of this agreement or the Client fails to
<br />immediately remove Hazardous Waste, Asbestos, Oil,
<br />Hazardous Substance, or Metal Pieces from the Waste provided
<br />to Sanitec for collection after a request for removal of such
<br />materials by Sanitec.
<br />Upon termination of this contract for any reason, anysupplies
<br />and. equipment belonging to Sanitec in possession of the
<br />Client will be returned to Sanitec.
<br />6.0- Force Majeure:. The inability or failure of Sanitec to
<br />tim6ty perform its oblinefions pursuant to this Anreement shall
<br />is due to or'oc�dSloned by any act or bcCUrr'enc e, directly or
<br />Indirectly, which is beyond the control of Sanitec, including, but
<br />not limited to; fires, floods, earthquakes, snow disasters, other
<br />Acts of God, accidents; riots, wars, operation of law, 'strikes,
<br />government action or regulation.
<br />7.0 Insurance.
<br />Sanitec shall, at its sole -cost and expense, -during the term of alis
<br />Agreement maintain no less than One Million and rich 00 Dollars
<br />($1,000,000) ahnual aggregate and per occurrence in general
<br />liability insurance.
<br />The Client shall, at its_sole cost and expense,, during the term of
<br />this Agreement maintain no less than One Million and no/100
<br />Dollars ($1;000,000)' annual aggregate. and per occurrence in
<br />general liability insurance.
<br />Oman es, finis, cepa is lost profits, courtcosts, liabilities or
<br />dar`ngge , including but not limited to reasonable attorneys' and
<br />consults ' fees, resulting from or arising out of:
<br />(a) The Ciienrs-breach of any duty, obligation or
<br />representation contained or referred to in this Agreement;
<br />(b) The inclusion of any Hazardous Waste,
<br />Asbestos, Oil, Metal Pieces, Hazardous Substance, Unacceptable
<br />Waste, ulk amounts of chemotherapy waste, radiologic waste, or
<br />radioacti ie waste, in the waste to be managed by Ssnitec,
<br />(c) Any spills, leaks or discharges caused by the
<br />Client, ili employees, its.agents or:others acting on the Clients
<br />behalf.
<br />The indemnification obligations under his Section shall not be
<br />affe tod by the failure of San'itac to investigate or check the
<br />conterrts[of the Waste and other materials provided to Sanitec by
<br />the Clientfor processing. The liability of Sanitec to the Client shall
<br />be controlied exclusiYely'by the terms of this Agreement, and in no
<br />events ll Santieds liability under this Agreement exceed the
<br />greater f the total amount paidlo Sanite.c by Clierit under the
<br />terms of . is Agreement or the portion of the claim, if any; covered
<br />bySanitrc's insurance.
<br />Sanitec agrees to indemnify and hold Client, its directors, officers,
<br />employees and agents hereunder harmless from and against any
<br />and Ali c aims, losses, expenses„penalties, fines, repair costs, lost
<br />profits, urt costs, liabilities or damages, including but -not limited
<br />to reaso able attomeys' and consultants' fees, resulting from or
<br />arising obt of:
<br />(a) Saniteds breach of any duty, obligation or
<br />represer#tation contained or referred to in this agreement;
<br />(b) Any spills, leaks or discharges caused by
<br />Sanitec, its employees, itic agents or others acting on its behalf.
<br />9:O Expanses. The•parttes hereby agree that in the event it
<br />becom necessary for either party to enforce its rightsor
<br />remedies hereunder onto enforce any of the terns, conditions or
<br />provisio ,s thereof, each party shall bear its own expenses.
<br />10.0 Cli nt's Assignment Without the prior Written consent of
<br />Sahkdc, such consent notto be unreasonably withheld, Client
<br />shall not assign, transfer, pledge or hypothecate this Agreement.
<br />11.0 Sarittec's Assignment This Agreement and the rights and
<br />obligations of Sanitec hereunder may be assigned,
<br />pledged, mortgaged, transferred, or otherwise disposed of, either
<br />in whole dor in part.
<br />12:11. Wt 1"t. No covenant or condition of this Agreement can be
<br />waived sept by the written consent of Santiec. Porbearance and
<br />indulger by Sanitec in any regard whatsoever shall not
<br />const1W.,, a waiver of the covenant or condition to be performed
<br />by the C ient to which the same may apply, and, until complete
<br />perform ri �e by the Client of such Covenant or oandition,.or in
<br />equity ckspft such forbearance or indulgence. Upon the Client's
<br />failure to perform any of its duties hereunder, Santee may (but
<br />shall not be obligated to) perform any or all such duties. Any
<br />amount i (perided`by Sanitec.in'connection therewith 'shall be
<br />treated 69 an additional fee pursuant to Section 5 hereof and shall
<br />bear interest at the rate set forth therein from the date paid by
<br />Sanitec.'
<br />110 Amentlrnents. This Agreement shall not be amended,
<br />altered oI changed except by a written agreement signed by both
<br />Sanitec and the Client
<br />8.0 Indemnification and Limitation of liability.
<br />The Client agrees to indemnify and hold Sanitec, its
<br />directors, officers, employees and agents hereunder harmless
<br />from and against any and all claims, losses, expense's,
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<br />These Terms & Conditions are accepted by Client (Fniw)
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