1. Definitions of Terms
Definitions of terms used below shall be construed in accordance with those set out overleaf.
2. Conditions Applicable
2.1. Notwithstanding Clause 4, and unless agreed in writing with the Company, these conditions shall apply to all contracts for the provision of services (“the Services”) by ADS Group (“the Company”) to you (“the Customer”), to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order, or similar document.
2.2. In the event of any conflict, the provisions of these conditions shall prevail.
2.3. All orders for services shall be deemed to be an offer by the Customer to purchase the Services pursuant to these conditions.
2.4. Any variation to these Conditions (including any special terms or conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. Price and Payment
3.1. The Price shall be the price set out overleaf and is exclusive of VAT, which shall be due at the rate ruling on the date of the Company’s invoice.
3.2. Payment of the Price and VAT shall be due as set out in Section 3 overleaf. Time for payment shall be of the essence.
3.3. Interest on overdue invoices shall accrue from the due date until the date of payment at a rate of 2% above HSBC Plc’s base rate, and shall accrue after as well as before any judgment. In addition, you will pay:
· £25 for non-payment of a direct debit; and
· £6 for each reminder letter, fax, phone call, or statement.
3.4. The Price is based on the law and costs current at the Agreement Date and is subject to variation due to changes in legislation or increased costs (including taxes, levies, or duties). The Company will provide reasonable notice of any such increase.
4. Provision of Services
4.1. Any additional services not referred to overleaf will be charged on a pro rata basis.
4.2. The Customer will ensure suitable and adequate access is available for the Company’s vehicles and equipment to all relevant parts of the Customer’s site.
4.3. The Customer is responsible for the suitability of the location for the Company’s equipment and for obtaining any necessary permits and consents.
4.4. The Company is not responsible for any delay caused by events beyond its control, including acts of God, war, strike, fire, flood, storm, or similar events.
4.5. The Company reserves the right to make reasonable changes to service dates or times for operational reasons or service improvements, and will provide reasonable notice where possible.
5. Environmental Issues
5.1. The Equipment shall be used only for holding the agreed waste material as detailed in Section 4 overleaf. The Customer warrants:
· The material will be non-toxic and not classified as special waste under the Control of Pollution (Special Waste) Regulations 1980 (as amended);
· The Customer has undisputed ownership of the waste, which will pass to the Company upon collection.
5.2. The Company may refuse to collect or dispose of materials it reasonably believes to be dangerous, expensive to handle, or disruptive to its operations. Specific agreements may be made for such materials at additional cost.
5.3. Breach of Clause 5.1 entitles the Company to terminate this Agreement under Clause 22.
5.4. The Customer must comply with Section 34 of the Environmental Protection Act 1990 and associated regulations, including:
· Ensuring waste is contained securely;
· Signing a waste transfer note and notifying the Company of changes;
· Providing an accurate written description of the waste.
5.5. The Customer indemnifies the Company for any loss arising from breach of environmental obligation
6. Equipment
6.1. All equipment or containers (“the Equipment”) provided by the Company remain its property. The Customer is liable for all loss or damage (excluding fair wear and tear).
6.2. The Company may charge for repair, cleaning, or replacement due to the Customer’s neglect.
6.3. The Customer must:
· Keep the Equipment safe;
· Be liable for any loss or damage to third parties caused by the Equipment;
· Indemnify the Company in such cases.
6.4. The Customer must not:
· Remove or obscure Company markings on the Equipment;
· Overload the Equipment;
· Sell, lease, lend, or otherwise assign the Equipment;
· Set fire to the Equipment contents.
Damage caused by fire or similar events is the Customer’s responsibility.
7. Indemnity
7.1. The Customer will indemnify the Company against:
· All loss or damage (including consequential loss) not caused by Company negligence;
· Claims from third parties arising from use or location of the Equipment or breach of these Conditions;
· Losses resulting from early termination.
8. Limits of Liability
8.1. The Company shall not be liable for indirect losses or expenses (e.g., lost profit) resulting from its breach of contract.
8.2. All implied warranties and conditions are excluded, except in cases of:
· Death or personal injury due to Company negligence;
· Statutory consumer rights
9. Termination
9.1. The Agreement shall continue for a minimum of 12 months from the Agreement Date unless stated otherwise in Section 3 overleaf or terminated earlier due to Customer breach.
9.2. If terminated early due to Customer breach, the Customer shall pay liquidated damages equal to 40% of the remaining rental and lift charges due.
9.3. The Agreement will automatically renew for successive 12-month terms unless either party gives 3 months’ prior written notice to expire on an anniversary of the Agreement Date.
10. Jurisdiction
10.1. This contract is governed by the laws of England and Wales.
10.2. All disputes shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
11. Assignment
11.1. The Company may assign, license, or subcontract any of its rights or obligations under these terms without Customer consent.
12. General
12.1. Termination does not affect accrued rights of either party.
12.2. If any provision is held invalid or unenforceable, the remainder shall remain in force.
12.3. The Company’s rights will not be affected by any waiver or indulgence.
12.4. Any notice under this Agreement must be in writing and delivered personally to an authorised individual or sent by pre-paid post.