Terms and Conditions
Definitions and Interpretation:
In this Agreement, unless the context otherwise requires, the following words have the following meanings:
“Safeenviro LTD” means "Safeenviro” or any of its assignees
“Commencement Date” as set out in Section C;
“Duty of Care” the duty of care for the disposal of waste set out in s34 of the Environmental Protection Act 1990 and the Environmental Protection (Duty of Care) Regulations 1991 (as amended);
“Equipment” the equipment specified in section C to be provided by Safeenviro and any replacement of or addition to it;
“Excluded Waste” any waste, substance or material which is not Waste and any waste which is notified to the Customer by Safeenviro as waste which Safeenviro cannot collect because it is not accepted at the site at which it is to be disposed of;
“Good Operating Practice” the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected to be exercised by a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances and conditions;
“Initial Term” the initial term referred to in clause 2;
“Minimum Quantity of Waste” the quantity specified in Section C relating to each Waste Collection Period;
“Maximum Quantity of Waste” the quantity specified in Section C relating to each Waste Collection Period;
“Law” any applicable legislation, EU regulation or directive having direct effect, or provision of common law, in each case having the force of law and any change to it then in force;
“Notice” includes any notice, demand, consent or other communication;
“Price” the price for the services set out in Section C;
“Renewed Term” a renewed term referred to in clause 3;
“Services” the collection and disposal of Waste and hire of Equipment as described in Section C;
“Site” the site(s) details of which are set out in Section B
“Standard Credit Terms” 30 days from date of invoice;
“Hazardous Waste” as defined by the Hazardous Waste Regulations 2009;
“Term” the Initial Term and any Renewed Term;
“Vehicle” any vehicle, plant or equipment used by or on behalf of Safeenviro to deliver or collect the Equipment to or from the Site, or to collect Waste from the Site;
“Waste” the type(s) of waste more particularly described in section 6 together with any other types of waste agreed in writing by Safeenviro ;
“Waste Delivery Period” each period during the Term starting from the Commencement Date as set out in Section C;
“Waste Description” the description of the Waste set out in the Waste Transfer note and given by the Customer to Safeenviro in accordance with the Duty of Care;
“Waste Transfer Note” the waste transfer notes completed by the Customer and transferred to Safeenviro to comply with the Duty of Care;
In this Agreement, unless the context otherwise requires:
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A Person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
- The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes any schedules and appendixes.
- A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
- A refrence to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c) as a member of another company even if its shares in that other company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to any party shall include that party’s legal representatives, successors and permitted assigns.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
- A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under statute or statutory provision.
- A reference to writing or written includes fax and e-mail.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- References to clauses and schedules are to the clauses and schedules of this agreement and references to paragraphs are to paragraphs of the relevant schedule or appendix.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following those terms.
- words in the singular include the plural and vice versa and words in one gender include any other gender;
- a reference to a statute or statutory provision includes any subordinate legislation made under it, any repealed statute or statutory provision which it re-enacts (with or without modification), any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
- a reference to any party includes its successors in title, permitted assigns, employees, agents and sub-contractors and clauses and schedules are to clauses and schedules of this Agreement and
references to sub-clauses and paragraphs of the clause or schedule in which they appear; and
- the table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement.
- “Weight Allowance” all unit prices are quoted on the basis of a maximum allowance.
Subject to termination as set out in clause 14, this Agreement shall come into effect on the Commencement Date and shall remain in effect for 1 year unless specifically agreed for a longer term, which shall be the Initial Term. At the end of the Initial Term, or any subsequent term of it subject to renewal under this clause (“a Renewed Term“) this Agreement shall be renewed automatically for a period equivalent to the initial term.
3. Obligations of Safeenviro
Safeenviro shall provide the Services. Time shall not be of the essence in the performance of its obligations under this Agreement.
3.2 Notwithstanding any times or dates given for performance of the services Safeenviro may make such changes to the times or dates of performance as may be necessary due to its reasonable Operational requirements and shall where possible give the Customer reasonable notice of such changes. If such changes are made but as a result of any act or omission of the Customer
Safeenviro incurs additional costs; Safeenviro may charge the Customer accordingly.
3.3 Safeenviro may sub-contract performance of the whole or any part of its obligations under this Agreement.
3.4 In performing the Service, Safeenviro shall comply with:
(a) all special site conditions and safe working procedures notified in writing by the Customer to Safeenviro in accordance with the Customer’s obligations under Law; and
(b) Good Operating Practice.
3.5 Safeenviro shall dispose of the Waste in accordance with the Duty of Care and Law.
4. Access for delivery and collection of waste and equipment
4.1 Safeenviro shall deliver the Equipment to the Customer at the Site in the quantity and for the period specified in Section C.
4.2 The Customer shall ensure that there is suitable access to the Site and that there are adequate facilities for maneuvering the Vehicle.
4.3 The driver of the Vehicle may in his absolute discretion refuse delivery of the Equipment if he believes that access to the Site or maneuvering facilities are unsafe or likely to cause damage to the Vehicle.
4.4 The Customer shall ensure that all persons acting for or on behalf of Safeenviro entering the Site shall be safe for the purposes of their visit.
4.5 The Customer shall grant Safeenviro such access to the Site as may be required by Safeenviro without notice (if necessary) for the purpose of moving or maintaining the Equipment and performing the Services.
5.1 The Equipment shall be deemed to be in good working order and condition (except for defects not discoverable by a reasonable examination) if the Customer has not notified Safeenviro within 3 working days of delivery of the Equipment.
5.2 The risk of loss or damage to the Equipment shall pass to and remain with the Customer from the earlier of:
(a) the delivery of the Equipment to the Site;
(b) the Customer receiving notice from Safeenviro that access to the Site or the facilities for unloading or maneuvering any Vehicle are unsafe or inadequate; or
(c) the Customer instructing Safeenviro to delay delivery for any reason.
5.3 The Equipment shall remain the property of Safeenviro and the Customer shall have no rights to it other than those set out in this Agreement.
5.4 The Customer shall:
(a) Adequately insure the Equipment to its full replacement value;
(b) Be solely responsible for the safety, security and protection of the Equipment while it is at the Site;
(c) Not damage, alter, fix anything to or overload the Equipment;
(d) Not purport to charge, sub-let or part with possession of any Equipment;
(e) Not deposit in the Equipment any Waste not conforming to the Waste Description;
(f) Not burn any matter in the Equipment;
(g) Not move the Equipment; and
(h) At reasonable times allow Safeenviro or it’s agents to gain access to the Equipment to empty or replace it.
5.5 If the Equipment is lost, stolen or damaged (ordinary wear and tear excepted) due to the failure of the Customer in full or in part the Customer shall indemnify Safeenviro in respect of such loss including the cost of repairs and all other expenses.
5.6 The Customer shall be responsible for the siting and use of the Equipment. Despite this, Safeenviro may advise the Customer on the siting of the Equipment but without accepting responsibility.
5.7 Nothing in this Agreement shall require Safeenviro to place the Equipment on a highway (whether public or private) or in a public place unless the Customer has obtained all permissions required and shall indemnify Safeenviro in respect of any loss or costs arising from breach of this clause.
6. Description and ownership of waste
6.1 In relation to the Waste, the Customer warrants that:
(a) It has complied with the duty of care provisions of the Environmental Protection Act 1990 (and all relevant regulations and guidance notes issued under it) and The Waste (England & Wales) Regulations 2011;
(b) The Waste Description is true, complete and accurate in all material respects. The Customer shall be wholly responsible for the Waste Description despite any waste analysis carried out or which could have been carried out by Safeenviro;
(c) Examples of wastes which are not acceptable without prior notification include; liquids of any nature, non-compactable waste such as hardcore and concrete, large wooden objects, refrigeration equipment, electrical equipment such as Televisions and Computer monitors and any waste defined within the Hazardous waste regulations 2009.
(c) Unless otherwise agreed in writing by Safeenviro the Waste does not contain any Hazardous Waste;
(d) The Waste does not contain any explosive material or hazardous concentrations of any noxious, poisonous or polluting substance; and
(e) it is the owner of the Waste.
6.2 If the Customer finds out that the Waste Description is inaccurate it shall forthwith notify Safeenviro in writing.
6.3 If the Customer is notified under clause 6.2 or finds out that the Waste Description is different from that notified initially to it Safeenviro may (without prejudice to any other right or remedy available to it):
(a) Suspend performance of the Services;
(b) Adjust the Price; or
(c) Dispose of the Waste at an alternative site licensed to take such Waste at the Customer’s expense.
6.4 Where any Hazardous Waste is included in this Agreement, the Customer shall comply fully with the Hazardous Waste Regulations 2009.
7 Collection and disposal of waste
7.1 The Customer shall make available for collection during each Waste Collection Period not less than the Minimum Quantity of Waste.
7.2 If the Waste made available for collection in any Waste Collection Period is less than the Minimum Quantity of Waste the Customer will be charged as if the Minimum Quantity of Waste had been made available for collection.
7.3 Safeenviro may at its sole discretion provide the Services for a quantity of Waste greater than the Minimum Quantity of Waste in which case the Customer shall be charged in accordance with Section C.
7.4 Safeenviro may refuse to deal with any Excluded Waste and accepts no liability for the consequences of such refusal.
7.5 Safeenviro shall acquire title to the Waste when collected from the Customer.
7.6 Title to, risk of loss and liability for any Excluded Waste shall remain with the Customer. The Customer shall indemnify Safeenviro against all costs and expenses connected with the collection of Excluded Waste.
7.7 The Customer shall comply with its record keeping obligations under the Duty of Care and shall provide Safeenviro with a true copy of such record on demand.
7.8 Unless otherwise agreed in writing by Safeenviro, nothing in this Agreement shall require it to collect loose Waste from the Site.
7.9 The Customer shall be solely responsible for the proper supervision of loading and collection of Waste and Safeenviro may refuse to provide the Services if it reasonably considers that the provision of the Services may place at risk any person, Vehicle, Equipment or other property.
7.10 Where no service tickets are provided by Safeenviro the Customer agrees that the records of Safeenviro will be proof of the Service provided. If the Customer requires service tickets it shall ensure that an authorised person is available at the premises to sign for the Services.
8 Price and payment
8.1 In consideration of the provision of the Services, the Customer shall pay to Safeenviro the amounts set out in Section C, subject to variation as set out in clause 9.
8.2 All monthly charges will be calculated by multiplying the unit service charge and number of weekly lifts by 52 weeks and dividing by 12 months.
8.2 Safeenviro may make an additional charge for Services provided at the request of the Customer at times outside of normal working periods or which at the request of the Customer vary from the scheduled collection times.
8.3 This agreement is subject to a credit check of the named company or in the event of a non-limited company, individual partners or owners. Safeenviro reserves the right to refuse standard credit terms at it’s discretion and without explanation. The customer consents that Safeenviro will carry out credit checks from time to time.
8.4 Subject to any special terms agreed in writing between Safeenviro and the Customer, Safeenviro may invoice the Customer on or at any time after performance.
8.5 For scheduled services, an invoice will be sent to the Customer on the 1st working day of every month, the charges on this invoice will represent the cost of services for the current month.
8.6 Unless otherwise agreed at the commencement of this agreement, all payments to Safeenviro will be made by direct debit on the 15th day of every month or the next working day. Prices will be subject to a 10% increase if Direct Debit fails three times in any 12 month period.
8.7 For payments by BACS or cheque and where agreed, the Customer shall make payments within 30 days of any invoice. Payment of all outstanding invoices shall become due on the happening of any event set out in clause 14.2.
8.8 Payment shall be made in full by the Customer in accordance with this Agreement and the Customer shall not set-off any payment against any other sums claimed.
8.9 In the event of a direct debit being cancelled without prior notification, or non-payment for any other reason the Customer agrees to pay Safeenviro an administration fee of £25 per event.
8.10 Time of payment shall be of the essence and Safeenviro may charge the Customer and the Customer shall pay interest on overdue payments accruing from day-to-day at the rate of 4% over and above the base rate from time to time of National Westminster Bank plc.3333
8.11 All Prices are exclusive of Value Added Tax (and Landfill Tax where specified) which shall be charged by Safeenviro and be payable by the Customer at the appropriate rate.
8.12 On the initial placement of containers the customer shall be responsible for any failed deliveries and a charge of £50 shall be made to the customer for the failed delivery.
8.13 If a service is amended within the first month there will be an administration charge of £25. Any service amendments thereafter will be free of charge provided the service is increased. Any decreases in service will be subject to a £150 administration charge. Any changes to service shall extend the contract period by an amount equivalent to the initial period of the contract.
9. CHANGE CONTROL
9.1 If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.
9.2 If either party has made requests to make 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;
9.3 The likely time required to implement the change.
9.4 Any necessary variations to the Supplier’s charges arising from the change; and
9.5 Any other impact of the change on this agreement.
9.6 Unless both parties consent to a proposed change, there shall be no change to this agreement.
9.7 If both parties consent to a proposed change, the change shall be made, only after the agreement of the necessary variations to the Supplier’s charges the services and any other relevant terms of this agreement has been varied in accordance with the agreement.
9.8 If the Supplier requests a change to the scope or execution of the Services, in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature, scope of, or charges for the Services, the Customer shall not unreasonably withhold or delay consent to it. Unless the Supplier’s request was attributable to the Customer’s non-compliance with the Customer’s obligations, neither the Supplier’s charges nor any other terms of this agreement shall vary as a result of such change
10. Price adjustment
10.1 Safeenviro may increase the charges and rates set out in section C to compensate for any increase in costs caused by any of the following:
(a) An increase in the Index of Retail Prices (all items) as published by the Central Statistical Office (or any replacement of that index);
(b) An increase in transportation costs;
(c) An increase in waste disposal costs;
(d) Changes in Law applicable to the Services which shall include changes in taxes, duties, fees, landfill licensing or other relevant Government charges.
(e) The weight allowance for the service is exceeded. The maximum allowance is 70 kg per cubic metre of waste.
10.2 Safeenviro will provide written notice to the customer at no less than 14 days prior to any price increase becoming effective.
11. Liability and Indemnity
11.1 Except as expressly provided in this Agreement, all terms implied by Law in relation to the provision of the Services by Safeenviro are excluded to the fullest extent permitted by Law.
11.2 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by Safeenviro shall be construed to enlarge, vary or override in any way any of the provisions of this Agreement.
11.3 Safeenviro accepts liability for death or personal injury to the extent that it results from its negligence.
11.4 Safeenviro shall not be liable to the Customer for any breach of this Agreement caused directly or indirectly by any act or omission of the Customer.
11.5 Safeenviro accepts no liability for any loss of or damage to any property of the Customer or property otherwise under its control.
11.6 Safeenviro shall not be liable to the Customer for any direct or indirect or consequential loss (including, without limitation, economic loss or loss of profits or goodwill) or for any damage or expense of any nature in connection with the provision of the Services.
11.7 In substitution for all rights which the Customer would or might have had but for this Agreement Safeenviro undertakes that if within 7 days of performance of the Services it appears that such Services have been performed defectively or not at all Safeenviro will at its sole discretion either re-perform the Services or credit the Customer with the proportionate part of the Price. Any claim made under this clause shall be notified within 48 hours of the time when such defect was or might reasonably have been discovered.
11.8 Except as specifically provided elsewhere in this Agreement, or as required by Law Safeenviro’s liability to the Customer for any act or omission shall be limited to the lower of the annual value of the Agreement.
11.9 Without prejudice to any other rights or remedies available to Safeenviro the Customer shall fully indemnify Safeenviro against all losses and costs arising from:
(a) Any breach of the Customer’s obligations under this Agreement;
(b) Any act or default of the Customer;
(c) Any breach of Law by the Customer.
11.10 The provisions of this clause 10 shall survive the termination of this Agreement howsoever caused.
The Customer undertakes and agrees to take out and maintain insurance cover of a minimum of £5,000,000 to cover its liabilities under this Agreement and agrees to produce at the request of Safeenviro a copy of the insurance policy or policies and the relevant renewal receipts for inspection by Safeenviro.
13. Waiver rights
13.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.
13.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy.
14.1 If any provision or part provision of this agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this agreement.
14.2 If it comes to the attention of either party that any provision or part provision off this agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.
15. Agreement in full
15.1 This agreement, including any schedules and appendixes, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and assurances between them, whether written or oral.
15.2Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party.
16. Third party rights
In the event of a suitable, safe access point from which to collect the waste not being available, we, the supplier, reserve the right to refuse the collection. In the event that the lack of a suitable, safe access point requires to waste to be transported through the premises, then we, the supplier, shall not be liable for any damage caused by the operation of transporting the waste to a suitable, safe access point."
16.1 No one other than a party to this agreement shall have any right to enforce any of its terms.
16.2 The client shall be liable to pay demurrage for unreasonable detention of any vehicle or trailer at the Supplier's current demurrage rate, unless otherwise agreed in writing. Unreasonable detention is waiting time at the customer's premises, or further premises and sites nominated by the customer, other than mandatory driver resting time [Rates included]
16.3 regarding company and llp members being equally liable for costs;
16.4 regarding the ability to register a charge in the company in the event of failure to make payment;
16.5 Re unpaid invoices / suspension allowing you to revoke waste transfer notices;
16.6 Notice to effect cancellation;
16.7 On acceptance all rights of ownership are transferred to you, the supplier.
17. Force majeure
Safeenviro shall not be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors or strike, lockout or other form of industrial action or unavailability of Equipment.
18. Suspension of services
18.1 Safeenviro may suspend performance of the Services if at any time it has reasonable cause to believe that the Customer is not meeting its obligations under this Agreement or has not settled its account or invoices for services which are overdue and unpaid.
18.2 Any suspension of Services shall not affect the rights of Safeenviro to payment both under the remaining term of the agreement and that which is overdue.
18.3 In the event of suspension of services due to non-payment or any other reason, Safeenviro will continue to charge the Customer in line with the unit rate and frequency in Section C of this agreement and for customer using the pre-paid bag service in line with the average daily usage. The customer agrees not to withhold payment as a result of these charges being levied. Additional charges may also apply in the event that an amount of waste above the agreed volume or weight is removed.
19.1 The Customer may terminate this agreement by giving Safeenviro exactly 3 months’ notice in writing by recorded delivery before the contract expiry date set out in Section C.
19.2 Safeenviro may by notice in writing immediately terminate this Agreement if the Customer shall:
(a) Expressly or impliedly repudiate this Agreement by refusing or threatening to refuse to comply with any provision of this Agreement;
(b) Be incompetent, guilty of gross misconduct and/or any serious or persistent negligence in its obligations under this Agreement;
(c) Commit a breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within 30 days of the receipt of a notice from Safeenviro identifying the breach and requiring its remedy; or
(d) be unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the Customer) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of waste means that the Customer may be unable to pay its debts.
19.3 Safeenviro terminates the Agreement under the provisions of this Clause the Customer will pay to Safeenviro all costs, losses, claims, damages and expenses incurred by Safeenviro as a result of the Customer’s breach and the consequent termination.
19.4 Termination of this Agreement shall be without prejudice to any rights or liabilities of either party, which may have accrued up to the time of termination.
19.5 At the sole discretion of Safeenviro where the contract between Safeenviro and the customer is prematurely terminated by the Customer, Safeenviro shall be entitled to a sum of liquidated damages amounting to 65% of the outstanding sum of services accruable for the unexpired period to the natural end date of the agreement plus one months full invoicing charge, such sum representing a fair compensation of time, effort, up-front costs, depot capacity and industry invested and it is agreed that this clause does not operate as a penalty clause and is effective by law. For customers using Pre-paid Bag services such charges shall be calculated as stipulated in 15.3 to the natural contract end date.
19.6 If a notice to effect cancellation is not effected within 3 months of the notice the cancellation shall become null and void, with the contract term increasing by the original minimum term of the contract or by 12 months of the signing of the current Waste Transfer Note and on 12 months of the cancellation becoming void. This clause to avoid both parties being out of contract.
20 Assignment and novation
20.1 This Agreement shall be binding on and endure for the benefit of the successors in title of the parties but, except as set out in clause 15.2, shall not be assignable by any other party without the prior written consent of the other.
20.2 Safeenviro may assign and novate the benefit of this Agreement anytime without notice to any party.
20.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under this Agreement or any part thereof to a third party which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier’s obligations under the Agreement and the customer provides by recorded delivery, a notice, one month before the requested novation and shall only deliver that notice provided that all account balances are settled in full as of the delivery date. Any change in the legal status of the Customer, such as a trade sale to a third party, shall not affect the obligations of both the old customer and new customer to this agreement.
20.4 Any change of ownership or management not notified to Safeenviro or change of contract location will result in the contract reverting to the suppliers standard terms and the contract will automatically extend for the length of time originally contracted for. Any non payment by the supplier for unpaid invoices up to the novation shall be binding as owing by all parties and, in the case of Limited and Limited Liability Partnerships, the shareholders and the officers of the company shall be jointly liable.
21.1 The parties shall at all times keep confidential information acquired as a result of the Agreement. This obligation shall not apply to information which either party is required to disclose under Law or where required by regulatory agencies or where necessary required for the performance of professional services.
21.2 In particular subject to 16.1 for the duration of this agreement and for a period in any event not exceeding 6 years from the date of disclosure by Safeenviro to the Customer of the agreed price the
(a) Agrees to keep all price sensitive information confidential;
(b) Agrees to keep all records of the price sensitive information in safe custody;
(c) Agrees not to permit or disclose to third parties orally or in writing the details of the pricing arrangement without the written consent obtained from a Director of Safeenviro;
(d) Agrees not to make any use the price sensitive information or any adaptation or variation of the same without the written consent obtained from a Director of Safeenviro;
(e) Agrees to return to Safeenviro all copies of the terms and conditions of the agreement within 1 month of a written request from Safeenviro;
21.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this agreement
22.1 This Agreement together with any documents referred to in this Agreement sets out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement.
22.2 The Customer acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained or incorporated in this Agreement and, save as expressly set out in this Agreement, Safeenviro shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
22.3 To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, it shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
22.4 No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.
22.5 The rights, powers and remedies conferred on any party by this Agreement and remedies available to any party are cumulative and are additional to any right, power or remedy which it may have under general law or otherwise.
22.6 Either party may, in whole or in part, release, compound, compromise, waive, or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by the other party without in any way prejudicing or affecting its rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
22.7 No single or partial exercise, or failure or delay in exercising any right, power or remedy by any party shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
22.8 Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
23.1 Unless specified otherwise in specific notices in this agreement all other notices to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by recorded delivery to the address of the party as set out in Section A of this Agreement or as otherwise notified in writing from time to time.
23.2 Notices shall be deemed to be received on the working day following posting or, where delivered by hand, within 2 working hours on the same day.
23.3 A party shall not attempt to prevent or delay the service on it of a notice connected with this Agreement.
23.4 On acceptance and collection of waste, all rights of ownership on the waste shall pass to Safeenviro as per the Waste Transfer Notice.
24. Governing law and jurisdiction
24.1 This Agreement shall be governed by and construed in accordance with English Law.
24.2 Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England