COMMERCIAL RECYCLING SERVICE AGREEMENT
PLEASE READ THIS RECYCLING SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. PAYMENT OF INVOICES SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
This Recycling Services Agreement (“Agreement”) is entered into between EarthSavers, LLC (“EarthSavers”) and the Customer by payment of Invoice for term of services noted on Invoice, but subordinate to any written and signed agreement between EarthSavers and Customer.
- Services. EarthSavers shall provide to Customer the Services specified in Invoice pursuant to this Agreement, which shall be incorporated by reference herein. Services may be increased or decreased as requested by Customer and adjusted on the Invoice.
- Payment. EarthSavers shall bill Customer on a quarterly basis. Invoices shall be due no later than thirty (30) days from the date of the invoice. Past due invoices shall incur a late penalty of the greater of one and a half percent (1.5%) of the past due amount or thirty dollars ($30.00) per month. Customer shall incur a penalty of fifty dollars ($50.00) for returned checks or dishonored bank drafts. In any action to recover amounts owed by Customer hereunder, EarthSavers shall be entitled to recover its reasonable attorney fees and expenses. Paid fees are non-refundable.
- Term. Unless otherwise agreed to in a separate, signed agreement, the Term of this Agreement shall be three months beginning on the first day the quarter as noted on the Invoice. This Agreement shall automatically renew for successive three (3) months Renewal Terms unless either party gives notice at least thirty (30) days before the end of the then-current Term.
- Containers. EarthSavers shall provide Customer the Containers required for service. Containers shall remain the property of EarthSavers. Customer will keep Containers clean and reasonably free from contaminants. EarthSavers shall repair or replace any Containers destroyed, damaged, lost, or stolen at Customer’s sole expense. Upon the termination or expiration of this Agreement, EarthSavers shall have no obligation to remove Containers from Customer’s premises until Customer has paid all amounts due under this Agreement. If, upon the termination or expiration of this Agreement, Customer fails to permit EarthSavers to remove any Container from Customer’s premises, Customer shall pay to EarthSavers a fee of 80 dollars ($80.00) to 800 dollars ($800) per Container depending of type of Container as a replacement fee, which obligation shall survive the termination or expiration of this Agreement.
- Recyclable Materials. Customer shall place in designed Containers only those Recyclable Materials specified in the Invoice and as required by notice on receptacles and by written instructions submitted by EarthSavers to Customer. EarthSavers may, in its sole discretion, refuse to service Containers containing non-recyclable materials. Customer warrants and represents that it shall not cause or permit any hazardous or toxic substances, material, or waste regulated or listed pursuant to any federal, state, or local environmental law, or any otherwise Recyclable Materials contaminated by such, to be placed in any Container and shall indemnify EarthSavers against any and all claims, liabilities, losses, and expenses, including consultant fees, court costs, and reasonable attorney fees, arising out of any breach of the foregoing representation and warranty. Customer’s obligations pursuant to the foregoing warranty and indemnity shall survive the termination or expiration of this Agreement. Upon collection by EarthSavers, Recyclable Materials shall be the sole property of EarthSavers. EarthSavers shall deliver Recyclable Materials to such material recovery facility as EarthSavers shall choose in its sole discretion; provided, that EarthSavers may dispose of any Recyclable Materials rejected by such facility in whatever manner EarthSavers shall choose in its sole discretion; provided, further, that EarthSavers shall have no liability to Customer for the manner in which such facility processes Recyclable Materials.
- Authorization to Enter Premises. Customer hereby authorizes EarthSavers to enter onto Customer’s premises on foot or vehicle for the purpose of collecting recyclable materials, placing or servicing Containers, and to take any other action necessary or proper to EarthSavers’ performance of the Services. Customer warrants and represents that Customer’s premises are free of unreasonably dangerous conditions and shall indemnify EarthSavers against any and all claims, liabilities, losses, and expenses, including court costs and reasonable attorney fees, arising out of any breach of the foregoing representation and warranty.
- Holiday, Mechanical, or Weather Issues. EarthSavers reserves the right to collect material up to 24 hours prior to or after the scheduled collection date without notice for weather, mechanical, or holiday related issues. The collection fee includes extending the collection schedule by seven days during the Christmas/New Year holidays each year due to sporadic and inconsistent hours of our Customers’ facilities. For example, if a Customer’s schedule is once every two weeks, then during the week of Christmas and New Years, the schedule may be extended to three weeks between collection over the holidays.
- Termination. (a) For Cause. Either party may terminate this Agreement for a material breach of its terms if the breaching party fails to cure the breach upon fifteen (15) days’ notice of the breach. A material breach by Customer includes, without limitation, failing to pay invoices when due, negligently destroying or damaging Containers, negligently placing non-recyclable materials in Containers, failing to grant EarthSavers access to Containers, and breaching any warranty or representation made herein. Notwithstanding any such termination, Customer shall remain liable for any fees or other amounts owed to EarthSavers before the date of termination. (b) Without Cause. Either party may terminate this Agreement without cause upon on thirty (30) days’ notice. If Customer terminates without cause, Customer forfeits all fees paid or owed through the calendar quarter in which service is terminated.
- Limitation of Liability. In no event shall EarthSavers be liable to Customer for (a) any act or omission on Customer’s premises unless such act or omission is grossly negligent; (b) any act or omission resulting in the loss or unauthorized use or disclosure of information or material of any kind, confidential or otherwise, except to the extent Customer contracts for secure-recycling services and then only to the extent such act or omission is grossly negligent; and (c) indirect, special, incidental, punitive, exemplary, or consequential damages, regardless whether EarthSavers knew or should have known of the possibility of such damages, resulting from any breach of any term, condition, representation, or warranty, express or implied, in this Agreement or any act or omission of EarthSavers hereunder. In no event shall EarthSavers’ liability for any breach of any term, condition, representation, or warranty, express or implied, in this Agreement exceed the fees paid by Customer to EarthSavers during the twelve (12) month period preceding the breach.
- Independent Contractor; Non-Delegation. EarthSavers is an independent contractor and is not Customer’s employee, agent, partner, affiliate, or representative of any kind whatsoever. This Agreement does not delegate to EarthSavers any duty imposed by law on Customer with respect to the protection or proper disposal of confidential information.
- Miscellaneous. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes any other terms, provisions, covenants, promises, representations, conditions, negotiations, or understandings of any kind whatsoever expressed or implied orally or in writing, unless EarthSavers enters into a written, signed agreement. This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, successors, and assigns. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof. This Agreement shall be governed by Tennessee law. Any action relating to this Agreement shall be brought in a court of competent jurisdiction in Davidson County, Tennessee. Each party hereby waives trial by jury. If Customer is not a natural person, the person executing this Agreement on behalf of Customer warrants, represents, and agrees that such person is authorized to execute this Agreement on Customer’s behalf and shall be individually liable to EarthSavers for damages if such person does not have such authority.