Terms and Conditions

Standard Terms and Conditions of Trading

The Customer's attention is particularly drawn to condition 9.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

Collection Site: means the site to which the Supplier's Equipment is to be delivered as is specified in the Customer's order.

Commencement Date: the date specified in the purchase order as the commencement date or if none, the date on which the first of the Supplier's Equipment is delivered to the Customer.

Contract: the Customer's purchase order and the Supplier's acceptance of it, or the Customer's acceptance of a quotation for Services by the Supplier under condition 2.2.

Customer: the person, firm or company who purchases Services from the Supplier.

Hire and hiring: includes circumstances where the Customer is paying a fee for the hire of Supplier's Equipment, and also where the Supplier is providing the Supplier's Equipment free of charge.

Services: the services to be provided by the Supplier under this agreement 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.

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 Waste disposal equipment, containers and skips.

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 purchase order or any subsequently amended Waste Description determined pursuant to these Terms and Conditions.

Waste: means Waste materials to be collected in the Supplier's Equipment (which shall comply with the requirements set out in the Customer's purchase order, the Waste Description and these Conditions).

2. Application of conditions

2.1 These Conditions shall:

(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of order,acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

2.2 The Customer's purchase order, or the Customer's acceptance of a quotation for Services by the Supplier, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. 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.

2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2.Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.

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 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.

4. Customer's obligations

4.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services; 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;
(b) 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; 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;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 excess 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:

4.3.1 The Customer warrants that the properties of the Waste contained in the Waste Description shall be true and complete.

4.3.2 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).

4.3.3 Without prejudice to clause 4.3.4 the Customer and the Supplier shall each agree and sign a new Waste Description at any time where there is an agreed charge to the properties of the Waste and, in any event, before the expiration of twelve months from the Commencement Date or any subsequently agreed Waste Description.

4.3.4 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 Bolton Bros.; 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 he or a responsible officer in his firm or company organisation has read or had explained to him and fully understands all the conditions subject to which the Highway Authority's permission has been granted and these standard terms and 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 The charges payable for the Services shall be as set out in the Customer's purchase order;

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 purchase order is based on an assumed weight, particulars of which are contained in the purchase order, 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: 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 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 fees 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.

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 (hereinafter referred as the "1974 Act") or the Collection and Disposal of Waste Regulations 1988 (hereinafter in force on the date of the removal of each loaded container which may replace or amend such legislation or any other subsequent act of Parliament);
(b) that the requisite licence has been issued under Section 5 of the 1974 Act; and
(c) that the Waste removed and disposed of in the container does not come within the definition "special waste" contained in the Control of Pollution (Special Waste) Regulations 1980.

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. Delivery of Supplier's Equipment and Maintenance

8.1 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 the employees.

8.2 The Customer shall indemnify Bolton Bros. 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 Bolton Bros. 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.

8.3 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. Overloaded Supplier's Equipment will not be removed until excess has been unloaded at the Customer's liability.

9. Limitation of Liability

The customer's attention is particularly drawn to the provisions of this condition

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

(a) the Supplier shall not be liable for: 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.

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.

11. Termination

11.1 Subject to clause 11.2, the Contract shall continue in force for the period set out in the Agreement (“the Term”) and unless a party gives the other party notice of termination no later than 3 months prior to the end of the Term the Contract shall continue for a further term equivalent to the Term, and shall continue to be repaid upon the basis set out in this clause 11.2 unless terminated by one party giving the other no less than 3 months notice prior to the end of a Term.

11.2 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).

11.3 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.

12. Force majeure

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. Severance

13.1 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.

13.2 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.The parties agree, in the circumstances referred to in condition 13.1, 13.3 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.

14. Assignment

14.1 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.

14.2 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.

15. 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.

16. Notices

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 16 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.

17. Conflict

Where there is a conflict between the provisions of these Terms and Conditions and the provisions of the rest of the Contract (including the purchase order) the provisions of the rest of the Contract shall prevail SAVE THAT the provisions of clause 2 of these terms and conditions shall prevail at all times.

18. Governing law and jurisdiction

18.1 The Contract shall be governed by, and construed in accordance with, the law of England and Wales.

18.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

This agreement has been entered into on the date stated at the beginning of it.

Bolton Bros.

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