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DocuSign Envelope ID: 672C7C2B-95D8-4A77-B448-218E7B6E1F57
<br />TERMS AND CONDITIONS
<br />1a. Regulated Medical Waste Mailback Services: Medical waste
<br />Mailback services must comply with all applicable terms of the United
<br />States Postal Service Publication 52 ("Publication 52"), (a) Stericycle
<br />shall provide Mailback containers for the collection, transportation,
<br />treatment and/or disposal of all Regulated Medical Waste (except
<br />Non -conforming Waste) generated by Customer during the term of this
<br />Agreement subject to the availability of Mailback Services. During the
<br />Agreement, Stericycle shall determine the appropriate designated facility
<br />in order to ship Customer's conforming waste. Stericycle may refuse
<br />containers that are determined to be Non -conforming Waste as
<br />identified in the Waste Acceptance Policy (WAP). (b) Title to Regulated
<br />Medical Waste collected from Customer shall transfer and vest in
<br />Stericycle upon receipt and acceptance of the container(s) at a
<br />designated Stericycle facility. Customer shall have sole responsibility
<br />and title to Regulated Medical Waste at all prior times. Customer shall
<br />hold title to any Non -Conforming Waste at all times, whether refused for
<br />collection or returned to the customer for proper disposal after
<br />collection/receipt. (c) All Regulated Medical Waste must be
<br />accompanied by a properly completed shipping document pursuant to
<br />Publication 52. (d) Customer shall mark all mail pieces with identification
<br />number UN 3291. (e) For the purposes of this agreement,
<br />"Non -Conforming Waste" is as identified in the Waste Acceptance Policy
<br />(WAP) which shall be made part of this Agreement and specifically
<br />incorporated herein. Customer represents and warrants that i) the waste
<br />presented for disposal will not contain any "hazardous", "toxic",
<br />"radioactive" or Non -Conforming Wastes as defined by all applicable
<br />laws, regulations and the WAP, ii) the waste strictly conforms to
<br />Stericycle's WAP and their local laws and regulations concerning
<br />Regulated Medical Waste and iii) they have reviewed the attached WAP
<br />and its complete definitions and requirements. (f) Customer shall be
<br />liable for any injury, loss or damage resulting from Non -Conforming
<br />Waste. Further definitions are part of this Agreement under the current
<br />WAP. Stericycle reserves the right to change the WAP at any time to
<br />ensure compliance with applicable laws or regulations. A copy of
<br />Stericycle's Waste Acceptance Policy may also be obtained from your
<br />local Stericycle representative. (g) Customers shall utilize the approved
<br />USPS packaging provided in the kit per the instructions specifically.
<br />1b. Amalgam/Mercury Waste Mailback Services: (a) Upon the
<br />request of the Customer Stericycle shall provide containers for the
<br />transportation, treatment and disposal of Mercury and Amalgam waste
<br />product as listed on the attached Acceptable Material list. (b)
<br />Responsibility and title for Amalgam/Mercury waste shipped by
<br />customer shall transfer and vest in Stericycle upon the receipt and
<br />acceptance of the container(s) at a designated Stericycle facility.
<br />Customer shall have title and sole responsibility prior to Stericycle's
<br />receipt and acceptance of container(s). Customer shall have title to all
<br />Non -acceptable materials including Regulated Medical Waste as defined
<br />in WAP at all times, whether refused for collection by shipping agency or
<br />returned to the customer for proper disposal after receipt. (c) All
<br />shipments must be accompanied by a completed FedEx/UPS PRP
<br />return label in order to receive a Certificate of Recycling. (d) Stericycle is
<br />solely a distributor of the Mercury Waste Mailback Disposal System
<br />("Disposal System"). Stericycle does not provide any processing,
<br />recycling or reclamation services in connection with the Disposal
<br />System, STERICYCLE DOES NOT MAKE ANY REPRESENTATION
<br />OR, WARRANTY WITH RESPECT TO THE DISPOSAL SYSTEM,
<br />INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
<br />MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br />It is the responsibility of the purchaser/shipper to determine if the
<br />mercury waste place in the Disposal System meets the items and
<br />quantities set forth in the instructions and any other local, state and
<br />federal regulations. USE OF THE DISPOSAL SYSTEM IN ANY
<br />MANNER NOT PRESCRIBED IN THE INCLUDED INSTRUCTIONS
<br />MAY BE A VIOLATION OF LOCAL, STATE OR FEDERAL LAWS. (e)
<br />For further clarification see Stericycle's Acceptable/Non-Acceptable
<br />Materials List (for Mercury and Amalgam mailback containers only)
<br />attached hereto and incorporated herein by reference. A copy may be
<br />obtained from your local Stericycle representative and in the kit
<br />provided
<br />2. Term and Pricing: The term ("Term") of this Agreement shall be
<br />Thirty Six (36) Months from the date of execution of this Agreement. (a)
<br />This Agreement shall automatically renew for successive terms of one
<br />year each ("Extension Terms") unless either party has given sixty
<br />(60) days notice during the six (6) month period prior to the renewal date
<br />of its desire to terminate this agreement. All Extension Terms shall be
<br />subject to the same terms and conditions as this original Agreement. (b)
<br />Customer shall pay the prices for Mailback containers and disposal
<br />services (including pre -paid postage) as set forth by the Stericycle
<br />mailback representative and the Pricing, Attachment A, which shall be
<br />made part of this Agreement and specifically incorporated herein.
<br />Stericycle may adjust the contract prices to account for operational
<br />changes it implements, to comply with changes in law, to cover
<br />increases in the cost of fuel, insurance, or residue disposal, or to
<br />otherwise address cost escalation. In the event there are any changes in
<br />shipping/postal rates, Stericycle may also adjust the contract prices to
<br />cover the cost increase solely due to changes in shipping/postal rates.
<br />(c) Stericycle shall have the right to terminate this Agreement at any
<br />I by giving Customer at least sixty (60) days notice in the event that it
<br />is unable to continue performing its obligations under this Agreement
<br />due to the suspension, revocation, cancellation or termination of any
<br />permit or required to perform this Agreement or in the event that a
<br />change in any law, regulation or ordinance makes it impractical or
<br />uneconomical, in Stericycle's sole discretion, to continue performing this
<br />Agreement. (d) On -Site Collection Service: where available and subject
<br />to Stericycle approval in each instance, shall be charged a $175 per
<br />stop charge and a per container rate of $25. (e) Any additional services
<br />or products purchased by Customer shall be billed separately according
<br />to the then -current Stericycle Pricing but subject to the terms and
<br />conditions of this Agreement.
<br />3. Packaging, Shipping: (a) Customer agrees to pack, seal and ship
<br />I container(s) in strict compliance with the instructions included with
<br />I mailback container(s). Any shipping charges that result due to
<br />I packaging, waste segregation, or shipment shall be the sole
<br />responsibility of Customer. Stericycle reserves the right to bill such
<br />additional charges to Customer. (b) Stericycle shall provide with each
<br />mailback container the appropriate form of manifest or other
<br />documentation necessary to comply with applicable laws and
<br />regulations, as well as instructions for the generator of waste
<br />("Generator") to use the mailback container. If the Generator is returning
<br />the container to Stericycle for treatment and disposal, they shall properly
<br />complete and sign the manifest prior to placing the container in the U.S.
<br />Mail. If the Generator is returning the container purchased from any third
<br />party vendor ("Vendor") for treatment and disposal, the Vendor shall
<br />also ensure that Generators properly complete and sign any manifest or
<br />other documentation prior to placing the container in the U.S. Mail. In the
<br />event that the manifest or other documentation is not properly completed
<br />by the Generator, as applicable, the Vendor agrees that it shall either (i)
<br />take title to the Generator's waste and properly sign the manifest or
<br />other required documentation and provide to Stericycle or (ii) provide
<br />Stericycle with sufficient customer information to obtain a signed
<br />manifest within two (2) business days of Stericycle's request. Stericycle
<br />retains the right to return and/or reject, at the expense of the Generator
<br />or Vendor, any container that contains an improperly completed
<br />manifest or waste not acceptable under applicable laws, regulations or
<br />the Stericycle Waste Acceptance Policy. (c) Stericycle warrants that the
<br />container complies with applicable standards for shipment from FedEx,
<br />UPS or USPS and that it will handle, manage, treat, process, and
<br />dispose waste in a safe and workmanlike manner. Other than as
<br />expressly warranted herein, Stericycle provides the containers on an "as
<br />I basis and Stericycle disclaims all warranties, express or implied,
<br />including, but not limited to, implied warranties of merchantability and
<br />fitness for a particular purpose.
<br />4. Billing: Stericycle shall provide Customer with periodic invoices, as
<br />applicable, for the Services that are due upon receipt. Customer agrees
<br />to pay a late charge on any amounts owed to Stericycle that are more
<br />than 30 days old, at a rate equal to the lesser of 1 1/2 % per month or
<br />I maximum rate permitted by law. Customer shall bear any costs that
<br />Stericycle may incur in collecting overdue amounts from Customer,
<br />including, but not limited to, reasonable attorneys' fees and court costs.
<br />Should any amounts due pursuant to this Agreement remain unpaid for
<br />more than 30 days from the date of the debt's first invoice, Stericycle
<br />shall have the option, without notice to Customer, to suspend service
<br />under this Agreement until the overdue amounts (plus late charges and
<br />collection fees) are paid. In addition to Stericycle's charges for services
<br />and products under this Agreement, the Customer shall pay all taxes
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<br />Account/Site #
<br />or levied by any governmental authority with respect to such
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