Terms and Conditions

 Contract Agreement Terms & Conditions Document

1)         PARTIES:

TRUST HYGIENE SERVICES LIMITED whose address for service within the jurisdiction of the Courts of England and Wales is Principle House, Leamore Lane, Bloxwich, Walsall, WS2 7PS (hereinafter referred to as the  Supplier/Service Provider. 

 2)         The person(s)/Company as detailed in the FIRST SCHEDULE, whose address for service within the jurisdiction of the Courts of England and Wales is detailed in the FIRST SCHEDULE (hereinafter referred to as the Customer). 

 DEFINITIONS:

The following terms shall have the following meanings,

Carrier: means those details set out in the Contract Agreement  

Commencement Date: means the date set out in the Contract Agreement

Contract Agreement:  means the contract between the Supplier/Service Provider and Customer for the supply of Goods and/or Services in accordance with this Terms and Conditions Document

Contract Date: means that date that the Contract Agreement is accepted by the Supplier

Contract Hire Period: means the period stated on the Contract Agreement

Contract Value: means the outstanding value remaining at the date that the Contract is terminated

Customer:  means the person or firm who purchases the Goods and/or Services from the Supplier and shall mean the person or business (as the case may be) set out in the first schedule of the Contract Agreement

Free on Loan: means equipment for which legal ownership remains with the Supplier and which is supplied to the Customer on loan for

Goods:  means the goods (or any part of them) set out in the Order

Non Stocked Goods: means goods specifically purchased for a Customer

Order: means the Customer’s order for the supply of Goods and/or Services, as set out in the Contract Agreement and/or the Customer’s written acceptance of the Supplier’s quotation and/or in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Producer of the Waste: means the person/business detailed within the first schedule of the Contract Agreement

Rollover Period(s): means the minimum hire period detailed within the Contract Agreement or within written communication provided by the the Supplier to the Customer confirming the period

Services: means the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Second Schedule.

Second Schedule:  means the description or specification for the Services provided for and set out in the Order or Contract Agreement by the Supplier to the Customer.

Service Provider/Supplier: means Trust Hygiene Services Limited registered in England and Wales with company number 04443970

the duration of the Contract Agreement

Service Start Date: means the date the contracted service shall commence following the Commencement and Contract Dates

Term: means the minimum hire period being from the Commencement Date including all Rollover Period(s) detailed within the Contract

Agreement (and/or subsequent correspondence)

Equipment and/or Service:  shall be exclusively, the equipment and/or service as set out within the Second Schedule with no variation

whatsoever unless expressly agreed by both parties and shall include each and every component part record manual and handbook for

each and every place of equipment and/or service and all replacements renewals of additions to the substitutions for the equipment and/or

service from time to time shall form an integral part of them and shall become the property of the Supplier/Service Provider and subject to

this agreement. (and/or – Services: ‘means any service carried out by Trust Hygiene Services Limited or any associated service

requested by you & to be provided by the Service Provider/Supplier as set out in our agreement or Contract Agreement’).   

 3.         BASIS OF CONTRACT  

3.1       The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

3.2       The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract Agreement shall come into existence (Contract Date)

3.3       Notwithstanding Clause 3.2, any equipment ordered by the Supplier for the purpose of the Contract Agreement between the Commencement Date and Contract Date and/or Service Start Date will be charged to the Customer if the Contract Agreement does not proceed in full acknowledgement of Clause 6 of this document.

3.4       Any samples, drawings, descriptive matter or advertising issued by the Supplier and any [descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract Agreement or have any contractual force.

3.5       These Conditions apply to the Contract Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.6       Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of [20] Business Days from its date of issue.

3.7       All of these Conditions shall apply to the supply of both Goods and Services

3.8       The payment for goods/services by the Customer for a period of 6 months or more constitutes a contract and an acceptance of our terms and conditions in the absence of any written agreement

4.         SUPPLY OF SERVICES  

4.1       The Supplier shall supply the Services to the Customer in accordance with the Contract Agreement in all

material respects.

4.2       The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified

in the Second Schedule but any such dates for services shall be estimates only and time shall not be of the

essence for the performance of the Services.

4.3       The Supplier reserves the right to amend the Second Schedule if necessary to comply with any applicable

law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the

Services, and the Supplier shall notify the Customer in any such event.

4.4       The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

5)         THE AGREEMENT:

5.1       The Supplier agrees to hire to the Customer for the Term the equipment and/or service solely under these terms and conditions for the rental as set out within the SECOND SCHEDULE. 

5.1.1    The Customer may indicate their intention to terminate this agreement at the expiration of the minimum period of hire, by 3 months notice in writing prior to the anniversary date of the Rollover Period. Failure to do so will automate an extension of this agreement for the same period of time as specified in the minimum period of hire. Where no minimum period of service/rental is specified within the Contract Agreement and/or accompanying correspondence, then the 3 months notice in writing by Recorded Delivery will take effect from the last day of the period specified on the most recent invoice.

5.1.2    Any written notice of cancellation will only be accepted in writing on company headed paper.

            If the Customer wishes to extend the agreement the Customer may do so without any notice to the Service Provider and thereafter the agreement will continue under the agreement until the Customer terminates the agreement as by clause 5.1.1. Above.  It is the responsibility of the Customer to obtain proof that termination has been received.

5.1.3    If the Customer refuses, declines or rejects our service while under contract to us then the Service Provider will invoice the Customer the minimum collection charge or the average of the previous 3 (three) month’s charges.

5.1.4    If the Customer’s account is suspended due to non-payment then the Service Provider will charge an administration fee to cover the internal management of your account.  A re-commencement fee will apply proportionate to additional volumes and/or unscheduled services and/or collections in addition to charges under this service/rental agreement as required.  If any unscheduled service/collections are required, they shall be undertaken on these circumstances at the Service Providers total discretion. 

5.1.5    If the Customer falls below the contracted waste volumes detailed within the Contract Agreement and/or Second Schedule then the service provider shall invoice the average of the previous sustained volumes.

5.1.6    The Service Provider will not take any waste that is in a split bag or is not sealed with a cable tie.  It is the responsibility of the waste producer to ensure that all storage units are kept clean at all times and that any split bags are re-bagged.  Due to health and safety each waste sack should not weigh over 5kg as stipulated. All waste must be identified with your account code clearly marked on each separate item. All overweight bags will be recorded digitally and any bags exceeding the 5kg weight will be charged for at the current disposal rate.

5.1.7    With reference to equipment provided to the Customer relating to Free on Loan, the Service Provider demands continuation of supply of consumables exclusively unless otherwise agreed with by the service provider in writing.  If supply has reduced from average usage on history attained by the service provider or an agreed average with the client prior to installation, correspondence will be sought in writing to the Customer to mitigate.  If agreement cannot be achieved or no correspondence is received from the Customer regarding the matter within the agreed timescale set out by the Service Provider, the Service Provider shall be entitled to generate a recurring rental representing 10% to that of the value of the dispenser/facility per month.  This rental will continue until full supply is re-established or otherwise mitigated to the agreement of the Service Provider or until termination of the Contract Agreement, whichever is the later.

6)         CONDITIONS WARRANTIES AND EXCLUSIONS

            The equipment and/or service is selected by the Customer and the Service Provider does not let or supply the equipment and/or service with any representation concerning the condition, performance, or qualities of the equipment and/or service or with subject to any condition or warranty, express or implied, by statute common law or otherwise; and all such representations, conditions, warranties whether relating to the capacity age quality description condition leasing possession transportation or use of the equipment and/or service or to the merchantability or suitability or fitness of the equipment for a particular purpose or any purpose are excluded. 

6.1.1    The Service Provider shall not be liable to the Customer in contract or tort for any loss injury or damage arising by reason of any defects in the equipment and/or service whether such defects be latent or patent or apparent on examination (other than liability for death or personal injury arising from the negligence of the Service Provider).

6.1.2    The Service Provider shall not be liable for any statement condition warranty or representation made by any supplier dealer agent broker or other person through whom this transaction may have been introduced negotiated or conducted. 

7)         MAINTENANCE AND SERVICE

7.1       By this agreement the Service Provider provides a full repair and maintenance service on the equipment and/or service given reasonable notice (fair wear and tear accepted) without charge to the Customer.

7.1.1    Damage to the equipment caused by acts of negligence, vandalism, distress to the equipment and components and materials will be charged for by the Service Provider at the Service Providers’ usual professional rate. 

7.1.2    Where the equipment and/or service include consumable items these will be supplied at no additional cost unless specified to the contrary.

7.1.3    The Supplier provider may at its absolute discretion replace or substitute the equipment and/or service as detailed within the schedules and in that event the replacement equipment and/or service shall be subject to this agreement mutatis mutandis.

7.1.4    For any additional services carried out outside the SECOND SCHEDULE will be deemed emergency service incurring a call out charge.

8)         COVENANTS OF THE Customer

            The Customer (and if there is more than one each jointly and severally) agrees:

8.1       Payment:  to pay punctually and without demand deduction counterclaim or set-off to the  Service Provider at the address above or to the order of the Service Provider of the rentals as set out within the TERMS AND SERVICE specified.

8.1.1    That time shall be of the essence in respect of the payment above and it is a condition of the agreement that failure to pay any sums due within 30 days of receipt of invoice shall be a repudiation of the agreement OR breach of the Contract Agreement.

8.1.2    Our standard payment terms are that payment for goods shall be made to the Supplier  by you in full within 30 days net unless otherwise agreed.

8.1.3    Payment will not be deemed to have been made until any cheques, drafts and/or bills by which payment is to be affected have been cleared or honoured as the case may be.

8.1.4    If any payment falls into arrears the Supplier/Service Provider  may cancel or postpone performance of any including this contract with you in whole or in part with immediate effect, whilst still being entitled to collect in full any outstanding invoices including any invoices raised in advance.

8.1.5    If the Customer falls in breach of contract for whatever reason then the Customer shall be due to make payment in accordance with clause 12.1.  Invoices raised of this nature will be due for payment within 5 working days from date of invoice, unless otherwise agreed in writing with the Service Provider.

8.1.6    Should the Supplier/Service Provider issue proceedings against you all outstanding invoices will be due for payment immediately.

8.1.7    If the Customer sends a payment that requires re-presenting to the bank or if payment is returned by the bank, then the Customer shall be liable for any additional bank charges/administration charges incurred.

8.2       Inspection:  to inspect the equipment and/or service upon delivery and to notify the Service Provider within seven days in writing of any defect therein.  If no notification is given that shall be conclusive evidence that the equipment and/or service is complete and in good order and condition and fit for the purpose for which the equipment and/or service is required. 

8.3       Safekeeping of equipment:  to supply or cause to be provided suitable mains utilities and services for the safe installation of the equipment.

8.3.1    To look after and use the equipment in a skilful and proper manner and in accordance with any operating instructions and to ensure as best as possible that the equipment is used according to the designed users. 

8.3.2    Such supply to be readily accessible and capable of accepting the equipment and/or service and terminating in an acceptable point of supply. 

8.3.3    Not to assign, sub-let, sell or attempt to sell, charge, guarantee as security or create or allow any lien for repairs or otherwise, part with possession or dispose of the equipment without the express written permission of the Service Provider who shall be at liberty to withhold any permission without giving any reason. 

8.3.4    Not to make any alteration or any modification to the equipment and not remove any existing component from the equipment unless it is replaced immediately by the same component or by one of a like made and model to that removed without prior written authorisation.

8.3.5    To keep or procure to be kept throughout the term accurate complete and current records of all maintenance carried out to the equipment. 

8.3.6    Not to allow the equipment to be subject of any distress action.

8.3.7    To obtain effect and keep effective all permissions licences and permits and to pay all rents taxes and charges which may from time to time be required in connection with the business in relation to the equipment and/or service and its use. 

8.3.8    To comply with all statutory and other obligations of all kinds in relation to the equipment and/or service and the use of it and at the Customer’s own expense to add to or install of the equipment and/or service and the use of it any safety or other equipment and/or service required by any applicable law or regulation;

8.3.9    To indemnify the Service Provider against all losses charges and damages however incurred by the Service Provider by reason of failure by the Customer to comply with the above.

8.3.10  To notify the Service Provider immediately in writing of any damage to the equipment other than normal wear and tear.

8.3.11  Not to release the equipment without prior notice to the Service Provider.

8.4       Insurance:  to insure the equipment and keep the equipment insured throughout the term for full replacement value against all risks on a comprehensive policy without restriction or excess.

8.4.1    To insure the Service Provider and the Customer has joint assured against all liabilities to third persons for death, personal injury and damage to loss of property arising directly or indirectly out of the use possession or operation of the equipment (and for the avoidance of doubt to include any operation under 8.6. below) in any event for at least the sum of £2,000,000 and to pay punctually all premises due for such insurance and to produce on request (but understanding that such request will not normally be made) the policy or policies together with evidence of payment of the premiums.

8.5       Return of equipment:  to remove and return the equipment in the event of premature termination for whatsoever reason or repudiation by whichever party of the agreement.

8.5.1    In the event of the Service Provider actually removing or retaking the equipment and/or service then the Customer will indemnify the Service Provider in the costs of so doing.

8.5.2    To inform the insurers chosen by the Customer under 8.4.1 above of the Customer’s responsibility herein.

8.6       Disposal:  where the equipment and/or service consists of, or party consists of, or receives or stores disposable items the Customer will dispose of such items or arrange the disposal so as to comply with each and every statutory regulation, bye-law, trading control then in force.

8.6.1    To dispose of any such items so as to ensure the safe disposal of such items so as not to give rise to any liability to any person, corporate body, statutory authority, borough, association, the Crown or any other whatsoever.

9)         Payments and Charges

9.1       The Supplier reserves the right to:

            (a)   charge a minimum service charge amount

(b)  increase the charges for the Goods and Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index ;

(c)  increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(i)  any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii)  any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(iii)  any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

(iv)  Credit or Debit card payments received via telephone will incur an administration fee

10)       CUSTOMERS INDEMNITY:

10.1     The Customer will indemnify the Service Provider against all loss actions claims proceedings (whether criminal or civil) costs legal expenses (on a full indemnity basis) insurance premiums and calls liabilities judgements damages or other sanctions whenever arising directly or indirectly from the Customer’s failure to carry out its duties under this agreement or the design manufacture or overhaul of the equipment and/or service.

11)       TERMINATION BY THE SERVICE PROVIDER FOR DEFAULT OF THE CUSTOMER:   

11.1     Without prejudice to the Service Provider(s) right to arrears of rental or other sums due or for damages for breach of this agreement, the Service Provider may terminate the hiring under this agreement on the occurrence of any of the

following events:

11.1.1  If the Customer defaults on any payment of rentals or any sums agreed to be paid under this agreement.

11.1.2  If the Customer shall be in breach of any of this agreement.

11.1.3  If the equipment and/or service and materials are not kept free from distress or if the Customer shall do or allow to be done any act or thing which may prejudice or endanger the Service Provider(s) property or rights in the equipment and/or service.

11.1.4  If the Customer shall die, or have a bankruptcy order made against them shall have a receiving order levied against them to be liquidated or wound up or have a petition for winding up presented against them or pass a resolution for voluntary winding up.

11.1.5  If the Customer shall abandon the equipment and/or service.

11.2     Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract Agreement or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract Agreement and this Contract Agreement Terms and Conditions document on the due date for payment, the Customer becomes subject to any of the events listed in Clause 11.1 or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12)       CONSEQUENCES OF TERMINATION  

12.1     If the Contract Agreement is terminated prematurely appertaining to the Contract Hire Period for any reason then the Customer shall be invoiced;

a) if terminated within the first year of the Contract Date;100% of the remaining Contract Value in addition to any outstanding invoices or sums due for the period of the first year

b) if terminated within the second year of the Contract Date; 75% of the remaining Contract Value in addition to any outstanding invoices or sums due  for the period of the second year

c) if terminated within the third year or any year thereafter of the Contract Date; 50% of the remaining Contract Value in addition to any outstanding invoices or sums due for the third year and thereafter

12.2     Invoices raised of this nature will be due for payment within 5 working days from date of invoice, unless otherwise agreed in writing with the service provider, as per 8.1.5.

12.3     If the Contract Agreement is terminated prematurely for any reason, the Customer will be liable to pay the Supplier the full value of any equipment provided/installed by the Supplier to facilitate the Contract Agreement, that being the value of the equipment as at the Commencement Date. The equipment is  detailed within the Second Schedule of the Contract Agreement. The equipment still remains the property of the Supplier and the Supplier reserves the right to remove the equipment upon termination of the Contract Agreement.

13        On termination of the Contract:

13.1      the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and

interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt in accordance with Clause 13;

13.2     the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been

fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract Agreement.

13.3     Termination [or expiry] of the Contract Agreement shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination [or expiry], including the right to claim damages in respect of any breach of the Contract Agreement which existed at or before the date of termination [or expiry].

13.4       Any provision of the Contract Agreement that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

14)       INTEREST 

14.1     If any sums of the rentals or any other sums payable under this agreement shall not be paid when due the Customer shall pay to the Service Provider the interest on them calculated on a daily basis and compounded daily from the due date until payment at the rate of 5% per annum over the Barclays Bank Plc’ base rate from time to time.

15)       HANDLING CHARGE

15.1     Goods supplied in accordance with the Customer’s order may later be returned to the Supplier at our discretion provided the goods are unused. The customer will be required to pay the Supplier a handling charge of 25% of the then current list price of such returned stocked goods, dependant on the condition of the goods and 100% of such returned non stocked goods.

 16)       GENERALLY 

16.1     The Service Provider shall at all times retain the ownership of the equipment and/or service and the Customer shall have no legal entitlement or equitable interest in the equipment and/or service save as is provided herein.  Notwithstanding that the equipment and/or service may have been affixed to any land or building the Service Provider shall continue to be the Service Provider of it.

16.2     Any delay or failure of the Service Provider to exercise any right or remedy shall not constitute a waiver of it or of them and any of the Service Provider’s and/or its provider’s rights or remedies may be enforced concurrently and cumulatively to each other and shall not be regarded as exclusive. 

16.3     This agreement contains all of the terms agreed between the parties except such variations as shall be agreed in writing between the owner and/or service provider for the Customer.

16.4     Any written communications from the Service Provider to the Customer shall be effectively served if sent by prepaid post or letter delivered by hand to the address of the Customer as referred to above and if sent by post shall be deemed to have been received by the Customer 48 hours after the time of posting.

16.5     All sums payable under this agreement shall be paid together with the addition of such value added tax as is legally payable on those sums.

16.6     The continuance of this agreement or the Customer’s liability for payment of the rentals and all other sums shall not be affected in any way by the loss, theft, total loss, or any damage/defect in the equipment and/or service whether latent or patent.

16.7     These terms and conditions and agreement constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, terms and conditions and understandings between them, whether written or oral, relating to its subject matter.

16.8     Neither party shall be in breach of the Contract Agreement nor liable for delay in performing or failure to perform, any of its obligations under the Contract Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

16.9    The Supplier reserves the right to amended this Contract Agreement Terms and Conditions Document providing the Customer with the updated Contract Terms and Conditions Document which will supersede any previous Contract Agreement Terms and Condition Document replied upon.

17)       The Contract Agreement will only take effect if and when it is signed by the Service Provider/Supplier. 

18)       If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 18 shall not affect the validity and enforceability of the rest of the Terms and Conditions.

19)       Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

20)       Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms and Conditions or its subject matter or formation.