SHREDALL EAST MIDLANDS LTD

TERMS AND CONDITIONS FOR THE PROVISION OF GOODS AND SERVICES

  • DEFINITIONS AND INTERPRETION
    • In these Terms and Conditions the following expressions shall have the following meanings unless inconsistent with the context:
    • The headings in these Terms and Conditions are for convenience only and shall not affect their construction or interpretation.
  • FORMATION AND INCORPORATION
    • Subject to any variation under Condition 2.6, the Contract will be upon these terms and conditions to the exclusion of all other terms and conditions and all previous oral or written representations, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
    • Any quotation is valid for a period of 30 Business Days only from its date, provided SHREDALL EM LTD has not previously withdrawn it.
    • Acceptance of delivery of the Goods or performance of the Services shall be deemed conclusive evidence of the Customer’s acceptance of these terms and conditions.
    • Any order for Goods or Services by the Customer from SHREDALL EM LTD shall be deemed to be an offer by the Customer to purchase Goods or Services subject to these terms and conditions, and the Customer must ensure that the terms of its order and any applicable specification are complete and accurate.
    • Subject to Condition 8.1, the Customer may not cancel an order which SHREDALL EM LTD has accepted PROVIDED that the order is fulfilled within 5 Business Days. SHREDALL EM LTD may cancel an order by written notice at any time prior to performance of the Services.
    • No variation to these Terms and Conditions shall be effective unless in writing signed by an authorised representative of SHREDALL EM LTD and the Customer.
  • SERVICES
    • SHREDALL EM LTD will perform the Services and may make any changes to the Services or provision of the Services which are required to conform with any applicable safety or other statutory or regulatory requirements or do not materially affect their quality or performance.
    • Unless agreed otherwise in writing between the parties, risk of loss of the Materials and ownership of the Materials shall pass to SHREDALL EM LTD once the Materials have been loaded by SHREDALL EM LTD from the Service Point onto SHREDALL EM LTD-operated vehicles.
    • The Containers are the property of SHREDALL EM LTD and the Customer shall only use the Containers for the Materials and in accordance with any verbal or written instructions given by SHREDALL EM LTD for their use and shall not remove the Containers from the Service Point without the prior written consent of SHREDALL EM LTD.
    • The Customer will use reasonable measures to exclude from the Materials any materials which could reasonably be foreseen to cause damage or injury to persons or property or are in any way whatsoever hazardous, including without limitation, any glass, metal, liquid, corrosive or hazardous materials ("Hazardous Materials"). Where the Customer has in breach of this clause 3.4 included in the Materials any Hazardous Materials, SHREDALL EM LTD shall be entitled to refuse to handle or perform the Services on the Hazardous Materials and, at the Customer’s cost, may at its option:-
      • return (or arrange for the return of) the Hazardous Materials to the Customer; or
      • arrange (if agreed in writing by the Customer) for the destruction of the Hazardous Materials, if necessary by a third party with expertise in the destruction of such Hazardous Materials; or
      • require the Customer to collect the Hazardous Materials.
    • Unless agreed otherwise in writing between the parties, it shall be the responsibility of the Customer to place the Materials in the Containers and SHREDALL EM LTD shall not be under any obligation to remove from the Service Point any materials which are left on or near the Containers.
  • CONFIDENTIALITY AND DATA PROTECTION
    • The parties acknowledge that the Materials may contain Personal Data as defined under the Data Protection Act 1998 (“Act”) and that the Customer is a Data Controller and SHREDALL EM LTD is a Data Processor for the purposes of the Act under the Contract.
    • SHREDALL EM LTD shall use its reasonable endeavours:
      • to maintain appropriate security measures against unauthorised processing of, access to or disclosure of the Materials; and
      • to keep the Materials confidential and secure until their destruction; and
      • if materials are shredded off site - to destroy where possible the Materials from the Service Point within 24 working hours or 1 working day as per the EN15713 standard. However over the period of non-working days this will extend to 72 hours as SHEDALL EM LTD do not operate a 7 day week; and
      • not to pass the Materials to any third party unless required to do so by law; and
      • not to take any copies of the Materials; and
      • to ensure the reliability of its personnel and to place procedures in place for appropriate training for such personnel.
    • The provisions of Condition 4.2 shall also where relevant, apply to any information of a confidential or proprietary nature (including information imparted orally) relating to the Customer’s business, customers, suppliers revealed to or learnt by SHREDALL EM LTD under the Contract, save
      • has ceased to be secret without default on the part of SHREDALL EM LTD; or
      • was already in SHREDALL EM LTD’ possession prior to disclosure by the Customer; or
      • has been received from a third party who did not acquire it in confidence; or
      • in the public domain otherwise than through breach of this Agreement.
  • PRICE
    • The price for the Goods and Services shall be the price set out in SHREDALL EM LTD’s quotation and is exclusive of any value added tax or other applicable sales tax or duty which shall be added to the sum in question.
    • The price for the Goods is given on an ex-works basis and where the delivery under Condition 16.1 is to a place other than at SHREDALL EM LTD’ premises, the Customer shall pay SHREDALL EM LTD’ charges that the Customer has agreed in writing prior to the charges being incurred to meet for transport, packaging, loading, unloading and insurance in addition, such sums to be added to the relevant invoice.
    • The replacement or repair cost of any Containers which have been lost or damaged by the Customer will be paid by the Customer in addition to the price for the Services.
    • SHREDALL EM LTD shall be entitled to increase the prices of the Goods or Services:-
      • following any changes in the Services or Goods made at the request of the Customer and agreed by SHREDALL EM LTD or to cover any extra expense as a result of the Customer’s instructions or lack of instructions; and
      • under an Ongoing Contract and subject to documentary proof being supplied to the Customer , if SHREDALL EM LTD considers an increase to be justified by any material increase in the price of materials or cost of labour or any other overheads, or, in relation to the Services, the market for recycled products and SHREDALL EM LTD shall give to the Customer 5 Business Days prior written notice of any such increase.
      • Should the Price for the Goods or Services increase under this clause 5.4 the Customer may terminate the agreement on 5 Working Days written notice.
  • PAYMENT
    • SHREDALL EM LTD may invoice the Customer on or at any time after delivery of Goods or performance of the Services commences and subject to Condition 6.4, payment is due in pounds sterling twenty Business Days after date of such invoice.
    • No payment shall be deemed to have been received until SHREDALL EM LTD has received cleared funds.
    • All sums payable to SHREDALL EM LTD under the Contract shall become due immediately upon termination of the Contract.
    • All payments to be made by the Customer under the Contract shall be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
    • All payments to be made by the Customer under the Contract shall be made in full without deduction of or withholding for or on account of any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the Customer is required by law to make any such deduction or withholding.
    • SHREDALL EM LTD may appropriate any payment made by the Customer to SHREDALL EM LTD to such of the invoices for the Goods or Services as SHREDALL EM LTD thinks fit, despite any purported appropriation by the Customer.
    • If any sum payable under the Contract is not paid when due then, without prejudice to SHREDALL EM LTD’s other rights under the Contract, that sum shall bear interest from the due date until payment is made in full, both before and after any judgment, at 4% per annum over HSBC Bank plc base rate from time to time and SHREDALL EM LTD shall be entitled to suspend deliveries of the Goods or performance of the Services until the outstanding amount has been received by SHREDALL EM LTD from the Customer.
  • INSTALMENTS
  • PERFORMANCE
    • SHREDALL EM LTD shall use reasonable endeavours to perform the Services or deliver the Goods within the time agreed under the Contract and if no time is agreed then within a reasonable time, but the time of performance or delivery shall not be of the essence. If, despite those endeavours, SHREDALL EM LTD is unable for any reason beyond its control to fulfil any performance on the specified date, SHREDALL EM LTD shall not be deemed to be in breach of the Contract, nor, for the avoidance of doubt, shall SHREDALL EM LTD have any liability to the Customer for direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss) or damage howsoever caused (excluding as a result of negligence) by any delay or failure in delivery or performance except as set out in this condition. Any delay in delivery or performance will not entitle the Customer to cancel the Contract unless and until the Customer has given 5 Business Days written notice to SHREDALL EM LTD requiring the delivery or performance to be made and SHREDALL EM LTD has not fulfilled the delivery or performed within that period. If the Customer cancels the Contract in accordance with this Conditions 5.4 or 8.1 then:
      • SHREDALL EM LTD will refund to the Customer any sums which the Customer has paid to SHREDALL EM LTD in respect of the Contract or part of the Contract which has been cancelled; and
      • the Customer will be under no liability to make any further payments under Condition 6.1 in respect of the Contract or part of the Contract which has been cancelled.
    • The Customer will provide at its expense at the Service Point adequate and appropriate equipment and manual labour for loading the Materials.
  • WARRANTY, EXCLUSION OF LIABILITY AND INDEMNITY
    • The following provisions and the provisions of Condition 10 set out the entire liability of SHREDALL EM LTD (including any liability for the acts or omissions of its employees, agents and sub- contractors) to the Customer in respect of:
      • any breach of these Terms and Conditions; and
      • any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
    • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982) are excluded from the Contract.
    • Nothing in these terms and conditions excludes or limits the liability of SHREDALL EM LTD for death or personal injury caused by SHREDALL EM LTD’ negligence or fraudulent misrepresentation.
    • SHREDALL EM LTD shall not be liable to the Customer for any damages, claims or costs the Customer incurs as follows:-
      • as a result of a failure by the Customer to place the Materials in the Containers (including without limitation where a Customer deposits Materials on or near the Containers but not in the Containers); or
      • where the Customer deposits Materials at SHREDALL EM LTD’ premises without the prior written consent of SHREDALL EM LTD; or
      • where the Customer places Materials in error in the Containers; or
      • where, at the request of the Customer, SHREDALL EM LTD collects from the Service Point Materials which either have not been placed in the Containers or have been placed in containers supplied by the Customer; or
      • where damage to property is caused at the Service Point resulting from what are, in the sole opinion of SHREDALL EM LTD, difficulties of access and removal of Materials particular to that Service Point.
    • Subject to Conditions 9.2, 9.3 and 9.4: -
      • SHREDALL EM LTD’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited the greater of (i) the sums paid and due to SHREDALL EM LTD in the twelve months preceding the date on which the last collection of the Materials was made from the Service Point or (ii) £2,000,000; and
      • SHREDALL EM LTD shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the Contract.
    • Subject to the aftermentioned exceptions, the Customer agrees to indemnify, keep indemnified and hold harmless SHREDALL EM LTD from and against all proper costs (including the costs of enforcement), expenses, liabilities, injuries, any direct damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which SHREDALL EM LTD incurs or suffers as a consequence of a direct breach or negligent performance or failure in performance by the Customer of the terms of the Contract. For the avoidance of doubt the Customer shall have no liability for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), nor for any costs, expenses or other claims for consequential compensation which arise out of or in connection with the Contract.
    • The Customers total liability under this agreement howsoever arising shall be limited to
  • FORCE MAJEURE
    • Subject to Condition 10.3, SHREDALL EM LTD shall not be deemed to be in breach of the Contract or otherwise liable to the Customer in any manner whatsoever for any failure or delay in performing its obligations under the Contract due to Force Majeure.
    • If SHREDALL EM LTD’s performance of its obligations under the Contract is affected by Force Majeure:
      • it shall give written notice to the Customer, specifying the nature and extent of the Force Majeure, as soon as reasonably practicable after becoming aware of the Force Majeure and will at all times use all reasonable endeavours to mitigate the severity of the Force Majeure; and
      • subject to the provisions of Condition 10.3, the date for performance of such obligation shall be deemed suspended only for a period equal to the delay caused by such event; and
      • it shall not be entitled to payment from the Customer in respect of extra costs and expenses incurred by virtue of the Force Majeure.
    • If the Force Majeure in question continues for more than 3 months, either party may give notice in writing to the other to terminate the Contract. The notice to terminate must specify the
  • TERMINATION
    • Either party may by notice in writing served on the other party terminate the Contract forthwith if the other party:
      • is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the breaching party fails to remedy such breach within ten Business Days of service of a written notice from the non-breaching party, specifying the breach and requiring it to be remedied. Failure to pay any sums due in accordance with Condition 6.1 is a material breach of the terms of the Contract which is not capable of remedy.
      • being a Company, summons a meeting of its creditors, suffers a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of Section 123 Insolvency Act 1986, has a receiver, manager, administrator or administrative receiver appointed over its assets, undertakings or income, has passed a resolution for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation), has a petition presented to any Court for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation) has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under Section 245 Companies Act 1985 or is subject of a notice to strike off the register at Companies House or for an administration order;
      • being an individual, partnership or firm has entered into any composition or arrangement with its creditors, has a bankruptcy order made against it, has been made subject to an application for an interim order under Sections 253 or 273 Insolvency Act 1986, has a petition presented for an Administration Order under Part III Insolvent Partnerships Order 1994 (“the Order”), has a petition presented for winding-up as an unregistered company under Part IV or V of the Order, has an interim receiver of its property appointed under Section 286 Insolvency Act 1986, is unable to pay his debts within the meaning of Section 267 and 268 Insolvency Act 1986, has a receiver or manager appointed over any of its assets, has a receiver appointed under the Mental Health Act 1983, dies or by reason of any illness (including mental disorder or infirmity), accident or injury or any other cause whatsoever becomes unable for a consecutive period of two months or for an aggregate period of twenty Business Days in any one consecutive period of four months to comply with its obligation under the Contract;
      • has any distraint, execution or other process levied or enforced on any of its property; or
      • ceases or threatens to cease to trade
    • SHREDALL EM LTD may terminate this Agreement by giving to the Customer written notice of not less than ninety Business Days.
    • The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either the Customer or SHREDALL EM LTD accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
    • SHREDALL EM LTD shall be entitled to suspend the Services or delivery of Goods within five Business Days following service of a notice specifying a breach under Condition 11.1.1, until either the breach is remedied or the Contract terminates, whichever occurs first.
  • GENERAL
    • Time for performance of all obligations of SHREDALL EM LTD under the Contract unless specifically stated in this Agreement to be subject to a time period is not and may not be made by notice of the essence.
    • Each right or remedy of either party under any Contract is without prejudice to any other right or remedy of SHREDALL EM LTD under this or any other Contract.
    • If any condition or part of the Contract is found by any Court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from that Contract and shall be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this shall not affect any other provisions of the Contract which shall remain in full force and effect.
    • No failure or delay by either party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
    • SHREDALL EM LTD may subject to the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed) assign, licence or sub-contract all or any part of its rights or obligations under the Contract.
    • The Contract is personal to the Customer who may not assign, licence or sub-contract all or any of its rights or obligations under the Contract without SHREDALL EM LTD’s prior written consent, excepting only that the Customer shall be entitled to assign its rights and obligations under the Contract to an acquirer of its business to which the Contract relates subject to intimation of such assignation to SHREDALL EM LTD within seven (7) days of completion thereof.
    • The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
  • COMMUNICATION
    • Subject to the conditions relating to orders in Condition 2, any notice demand or communication in connection with the Contract shall be in writing and may be delivered by hand,
    • The notice, demand or communication shall be deemed to have been duly served:
      • if delivered by hand, when left at the proper address for service;
      • if given or made by pre-paid first class post or special delivery post, 48 hours after being posted;
      • if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class pre-paid post to the other party within 24 hours after transmission;
  • JURISDICTION

“Business day” any day other than a Saturday or Sunday or a public or bank holiday in England

“SHREDALL EM LTD” Shredall EM Ltd, a company registered in England & Wales No. 3317730.

“Containers” containers, including without limitation bins, bags and boxes, supplied by SHREDALL EM LTD to the Customer

“Contract” any Contract between SHREDALL EM LTD and the Customer for the supply of the Goods or Services formed in accordance with Condition 2, including, where concluded between the Customer and SHREDALL EM LTD, an Ongoing Contract

“Customer” the person(s), firm or company to whom SHREDALL EM LTD sells the Goods and/or for whom it provides the Services under the Contract

“Force Majeure” any cause preventing SHREDALL EM LTD from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accident beyond the reasonable contemplation and control of SHREDALL EM LTD including, without limitation, strikes, other industrial disputes, protest, act of god, war, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, or default of suppliers or subcontractors, or fluctuations in the market for recycled materials (including without limitation paper)

“Goods” any Goods which SHREDALL EM LTD supplies to the Customer (including any of them or any part of them) under a Contract (including, without limitation, Containers)

“Materials” the materials to be destroyed by SHREDALL EM LTD including, without limitation, paper, plans, documents, drawings, microfiche, tapes, diskettes, cassettes, film, computers (including without limitation hard-drives), credit and identity cards, components and hardware, clothing, printing plates and negatives

“Ongoing Contract” any contract which requires multiple collections by SHREDALL EM LTD of the Materials from the Service Point.

“Charges” As defined in the contract.

“Services” loan of the Containers to the Customer, collection of the Materials from the Service Point, and the destruction of the Materials by SHREDALL EM LTD by any method which it shall at its discretion acting as a competent contractor meeting all regulatory and safety requirements choose

“Service Point” the location notified by the Customer to SHREDALL EM LTD where SHREDALL EM LTD will collect the Materials or deliver the Goods

“Terms and Conditions” the standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Customer and SHREDALL EM LTD that this condition shall not apply to information (other than Personal Data under the terms of the Act), in so far as such information:


Where the Contract is an Ongoing Contract, each separate stage or collection may be invoiced separately by SHREDALL EM LTD and must be paid for in accordance with the provisions of these Terms and Conditions.


THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITIONS 9.5 AND 9.6


£2,000,000.


termination date, which must not be less than 90 Business Days after the date on which the notice is given, and once such notice has been validly given, the Contract will terminate on that termination date.

or the non-breaching party reasonably anticipates that one of the above set of circumstances is about to occur.


pre-paid first class post or facsimile (but not by e-mail), addressed to the recipient at its registered office or such other address or facsimile number as may be notified in writing from time to time.

provided that, where in the case of delivery by hand or transmission by facsimile, such delivery or transmission occurs either after 4pm on a Business Day, or on a day other than a Business Day, service shall be deemed to occur at 9am on the next following Business Day (such time being local time at the address of the recipient).

The formation, existence, construction, performance, validity and all aspects whatsoever of this agreement or of any term of the Contract shall be governed by English law as applied in Wales. The English and Welsh Courts shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Contract. The parties agree to submit to that jurisdiction.