Axil Integrated Services Limited Terms and Conditions
1. Interpretation
1.1 In these terms and conditions the following words have the following meanings:
“Adequate Procedures” – such procedures as are required so as to comply with Section 7(2) of the Bribery Act 2010 (and any guidance issued under Section 9 of that Act);
“Anti-Bribery Laws” – all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010;
“Anti-Bribery Policies” – the Company’s ethics, anti-bribery and anti-corruption policies (which can be found online at www.axil-is.com) and any relevant industry code on anti-bribery, in each case as the Company or the relevant industry body may update them from time to time;
“Associated Person” – shall have the meaning given to such expression in Section 8 of the Bribery Act 2010;
“Company” – Axil Integrated Services Limited, a company registered in England with company number 09204100 and having its registered office at The Mine Site, Mill Lane, South Witham, Grantham, Lincolnshire NG33 5QN;
“Contract” – the contract between the Company and the Customer for the provision of the Services detailed in the Quotation by the Company (which shall for the avoidance of doubt be deemed to include these terms and conditions);
“Contract Waste” – Waste which is the subject matter of the Contract;
“Customer” – the Person(s) who purchases the Services from the Company and for the purposes of these terms and conditions such expression shall be deemed to include the employees, agents, sub-contractors or carriers of such Persons(s);
“Delivery Point” – the place where the Contract Waste is to be collected by the Company and, where applicable, any Recovered Materials are to be delivered by the Company pursuant to the terms of the Contract;
“Environmental Laws” – all or any Laws relating to the pollution or protection of the environment or harm to or the protection of human health and safety or the health of animals and plants from time to time in force including but not limited to the Environmental Protection Act 1990, the Environment Act 1995, the Hazardous Waste Regulations 2005, the Environmental Permitting (England and Wales) Regulations 2010, the Waste (England and Wales) Regulations 2011 and the Waste duty of care: code of practice;
“Equipment” – all equipment provided to the Customer by the Company for the purposes of providing the Services, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
“EPR Permit” – the relevant permit as held by the Company or issued by the Environment Agency from time to time;
“Hazardous Waste” – any Hazardous Waste as defined by the Hazardous Waste Regulations 2005;
“Laws” – all or any applicable law (whether criminal, civil or administrative), common law, judgment, court order, statue, statutory instrument, regulation, directive, European Union decision (insofar as legally binding), bye-law, treaty, government circular, code of practice and guidance notes or instruction or decision of any competent regulatory body;
“Loss” – any and all actions, awards, proceedings or claims, complaints, costs, expenses (including legal expenses and disbursements), penalties, damage or loss;
“Person” – any individual, firm, company, incorporated association, partnership, government, state, or agency of state, or joint venture;
“Processing” – loading, unloading, decontamination, transport, treatment disposal, recycling and any other method of managing Waste undertaken by the Company;
“Quotation” – the relevant quotation provided by the Company in respect of each Contract;
“Recovered Materials” – not used
“Services” – the services to be performed by the Company in accordance with these terms and conditions, which include but are not limited to Processing;
“Site” – any land or premises made available by the Company for the provision of the Services;
“Waste” – such Commercial Waste, Household Waste, Industrial Waste and Hazardous Waste (as the case may be) as the Company is permitted to receive and recycle or treat and dispose of from time to time in accordance with any EPR Permit in force from time to time in relation to any Site. For the purpose of these terms and conditions the expressions “Commercial Waste”, “Household Waste” and “Industrial Waste” shall in each case have the meaning given to such expressions respectively in section 75 of the Environmental Protection Act 1990, so long as the same are in each case also “Directive Waste” as defined in paragraph 1(3) of the Waste (England and Wales) Regulations 2011 (as amended).
1.2 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
1.3 Words imparting the singular include the plural and vice versa.
1.4 References to any statute or statutory provisions will, unless the context otherwise requires, be construed as including references to any earlier statute or the corresponding provisions of any earlier statute, whether repealed or not, directly or indirectly amended, consolidated, extended or replaced by such statute or provisions, or re-enacted in such statute or provisions, and to any subsequent statute or the corresponding provisions of any subsequent statute directly or indirectly amending, consolidating, extending, replacing or re-enacting the same, and will include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provisions.
2. application of terms
2.1 Subject to any variation under Condition 2.4, the Contract will be on the terms and conditions set out herein to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document).
2.2 Each acceptance of a Quotation by the Customer shall be deemed to be an offer by the Customer to purchase the Services from the Company subject to these terms and conditions, which shall not be accepted until the Company sends written acceptance of such offer or commences performance of the Services (whichever event occurs earlier), at which point the Contract shall take effect as between the Customer and the Company.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order or similar document will form part of the Contract simply as a result of a reference to such document being included in the Contract.
2.4 Any variation to these terms and conditions and any representations (other than those set out in the Quotation or these terms and conditions) about the Services shall have no effect unless expressly agreed in writing and signed by a director or duly authorised representative of the Company.
2.5 The Quotation is given on the basis that no Contract in respect thereof will come into existence until the Company has accepted the Customer’s offer in accordance with Condition 2.2. The Quotation is valid for a period of 30 days only from its date provided the Company has not previously withdrawn it.
3. Company’s Obligations
3.1 The Company shall perform the Services:
3.1.1 with reasonable care and skill;
3.1.2 in accordance with any special site conditions and safe working procedures notified to it in writing by the Customer prior to commencement of the Services; and
3.1.3 in accordance with all applicable Laws relating to the Services.
3.2 Where it is agreed that the Customer shall deliver Contract Waste to the Site, the Company shall, subject to these terms and conditions, provide to the Customer such space at the Site which shall (in the reasonable opinion of the Company) be sufficient to enable the Customer to off-load Contract Waste at the Site in accordance with Condition 6.
3.3 The Company undertakes that any management of Contract Waste at any Site by the Company will be carried out in accordance with the provisions of the Company’s waste management licence(s) and/or applicable EPR Permit in force from time to time. The Customer acknowledges and agrees that in order for the Company to comply with its obligations under its waste management licence(s) and/or applicable EPR Permit from time to time, the Company relies on the notification given by the Customer in accordance with Condition 5.1 as to the classification and description of the Contract Waste to be received and treated.
3.4 Subject to Condition 7.4, the Company shall provide appropriate weighbridge facilities to enable each consignment of Contract Waste to be weighed.
4. Customer’s Obligations
4.1 The Customer shall, at all times and in all respects comply with Environmental Laws and its obligations in respect thereof in relation to Contract Waste. For the avoidance of doubt this includes but is not limited to the Customer’s waste management duty of care, its record-keeping obligations and its notification requirements under the Hazardous Waste Regulations 2005.
4.2 The Customer shall at all times comply with the notification requirements set out in Condition 5, and shall procure that no material or substance (whether natural or artificial and whether in solid or liquid form or in the form of a gas or vapour) other than Contract Waste shall comprise any part of the subject matter of any Contract.
4.3 Whilst the Customer is on a Site it shall, at all times and in all respects, observe safe working practices and comply with all reasonable directions of the Company, all Site regulations, Site conditions of use and the Company’s health and safety policies, procedures and practices from time to time in place.
4.4 The Customer undertakes that whilst the Company, its employees, agents and/or sub-contractors (together “Carriers”) are attending a Delivery Point it shall:
4.4.1 provide the Carriers with such free and safe means of vehicular access to the Delivery Point as may be required by the Carriers for the purpose of inspecting, sampling and collecting the Contract Waste or delivering any Recovered Materials;
4.4.2 make available at the Delivery Point such facilities (to include labour and equipment) as the Carriers may require in order to discharge their obligations under the Contract;
4.4.3 take all reasonable precautions to protect the health and safety of the Carriers;
4.4.4 provide the Carriers with the required health and safety information relevant to any Hazardous Waste which may be present in the Contract Waste being collected by Carriers to enable the Company to comply with its duties imposed under Environmental Law; and
4.4.5 pay to the Company a demurrage fee as specified in the Quotation for every complete quarter of an hour or part thereof the Company is kept waiting by the Customer at the Delivery Point in excess of 1 hour.
4.5 The Customer shall ensure that all vehicles, trailers and any containers carrying Contract Waste (including barrels and other sealed containers) are sound, suitable for the relevant Contract Waste and comply with all Laws relating thereto, and also that all containers carrying Contract Waste are, where applicable, clearly marked with a legible warning that the Contract Waste is flammable or otherwise dangerous or hazardous in compliance with all Laws relating to the marking thereof.
5. DESCRIPTION OF THE WASTE
5.1 The Customer shall, at the time of submitting its order for Services, notify the Company as to whether the Waste proposed to be the subject matter of the Contract, is classified as either Commercial Waste, Industrial Waste or Hazardous Waste (as the case may be) and provide an accurate description and classification of the quantity and content of the Waste in such form and in such detail as the Company shall require from time to time.
5.2 Forthwith, following the submission of its order, the Customer shall provide to the Company written confirmation of the details notified to the Company in accordance with the foregoing provision of Condition 5.1, together with confirmation that the constituents of the Contract Waste are compatible and stable and will not create any hazard on the mixing of such constituents. If the Customer does not provide such written confirmation, the Company’s records shall be conclusive as to the classification and description of Waste so notified to the Company and shall be binding upon the Customer.
5.3 The Customer shall ensure that the Contract Waste corresponds at all times and in all respects with the classification as notified to the Company and corresponds at all times and in all material respects with the classification as notified. If the description and/or classification of the Contract Waste changes the Customer must inform the Company in writing as soon as practicable providing the new classification pursuant to Condition 5.1.
5.4 If, in the opinion of the Company, the classification of any consignment of Contract Waste does not or may not comply with the quantity and/or classification and/or description as notified to the Company by the Customer in accordance with the provisions of Condition 5, then the following provisions shall apply:
5.4.1 if the Contract Waste is able to be managed by the Company within the terms of its EPR Permit at the material time, the Company shall expressly reserve its right to increase the price in accordance with Condition 10.6; or
5.4.2 if the Contract Waste is unable to be managed by the Company within the terms of its EPR Permit at the material time, the Company shall be expressly entitled to:
(1) reject the consignment of Contract Waste and terminate the Contract; or
(2) suspend performance of the Services until such time as the Contract Waste conforms with the description provided under the provisions of this Condition 5.
5.5 The entire contents of this Condition 5 are without prejudice to the Company’s rights and the Customer’s obligations under Conditions 10 and 14.
6. Collection and delivery
6.1 Unless agreed otherwise, delivery of Contract Waste to the Site shall be the responsibility of the Company.
6.2 Collection of the Contract Waste and, if applicable, delivery of the Recovered Materials, shall take place at the Delivery Point.
6.3 The Customer shall notify the Company when the Contract Waste is available for collection from the Delivery Point. The Company has seven (7) days from the date of service of the notification to collect the Contract Waste.
6.4 The Customer shall take delivery of any Recovered Materials within seven (7) days of the Company notifying the Customer that the Recovered Materials are ready for delivery.
6.5 If the Customer fails to take delivery of any Recovered Materials within the time period specified in Condition 6.4:
6.5.1 risk in the Recovered Materials will immediately pass to the Customer;
6.5.2 the Recovered Materials will be deemed to have been delivered upon the expiry of such time period; and
6.5.3 the Company may store the Recovered Materials until delivery at the Customer’s cost (including but not limited to storage and insurance costs).
6.6 The Company may collect the Contract Waste or deliver any Recovered Materials by such means as the Company determines.
6.7 Collection of the Contract Waste or delivery of any Recovered Materials from/to the Delivery Point may be made by the Company at any time of the day.
6.8 Any dates specified by the Company for provision of the Services are approximate only and time for performance of the Services shall not be of the essence and may not be made of the essence by notice. If no dates are so specified, provision of the Services will be within a reasonable time.
6.9 Subject to the other provisions of these terms and conditions, the Company will not be liable for any Loss caused directly or indirectly by any delay in the provision of the Services (even if caused by the Company’s negligence).
6.10 When it is agreed that the Customer shall deliver the Contract Waste to the Site, the following conditions shall apply:
6.10.1 on arrival at the Site the Customer shall report to the Company’s weighbridge operator (or other authorised representative of the Company) and each consignment of Contract Waste shall be weighed in accordance with the provisions of Condition 7. Under no circumstances shall the Customer off-load any consignment of Contract Waste prior to weighing;
6.10.2 the off-loading at the Site of each consignment of Contract Waste shall be the responsibility of the Customer and each consignment shall be off-loaded at the location on the Site specified by the Company. The Customer shall act with all due care and attention in off-loading each consignment of Contract Waste, having due regard to safe working practices and to the Company’s reasonable instructions, Site regulations, Site conditions of use and the Company’s health and safety policies, procedures and practices from time to time in place.
6.11 If the Customer fails to make available to the Company or the Company’s weighbridge operator (or other authorised representative of the Company) any instructions, documents, licences, permits or authorisations required by the Company in respect of each consignment of Contract Waste to enable the Services to be provided (including but not limited to waste transfer notes and/or consignment notes) the Company shall be entitled to reject such consignment.
7. Weight calculation
7.1 Where prices are quoted by weight, the weight of each consignment of Contract Waste shall be determined in accordance with the provisions of this Condition 7.
7.2 On arrival at the Site the vehicle containing the consignment of Contract Waste shall be weighed on the Company’s weighbridge. Following the off-loading of the consignment of Contract Waste, the vehicle shall again be weighed on the Company’s weighbridge. Each such weighing shall be under the direction and supervision of the Company’s weighbridge operator (or other authorised representative of the Company).
7.3 The weight for each consignment of Contract Waste shall be the difference between the two weights recorded on the Company’s weighbridge in accordance with Condition 7.2. The weight of such consignment as so calculated shall, in the absence of manifest error, be binding on the Customer and the weighbridge ticket issued by the Company to the Customer shall be conclusive as to the weight of the consignment of Contract Waste off-loaded at the Site.
7.4 If at any time the Company’s weighbridge is not (in the opinion of the Company) working properly or at all, the following provisions of this Condition 7.4 shall apply:
7.4.1 the Company and the Customer shall use all reasonable endeavours to agree the weight of the relevant consignment of Contract Waste; and
7.4.2 if the Company and the Customer are unable to agree the weight the Company shall not be obliged to accept the consignment of Contract Waste and the Customer shall deliver such consignment at such later date as notified by the Company.
8. Force majeure
8.1 The Company shall not be liable to the Customer in any manner nor be deemed to be in breach of the Contract (subject to Condition 13) because of any delay in performing or any failure to perform any of the Company’s obligations under the Contract if the delay or failure was due to any cause beyond the Company’s reasonable control.
8.2 Without prejudice to the generality of Condition 8.1 the following shall be included as examples of causes beyond the Company’s reasonable control:
8.2.1 governmental actions (including, but not limited to, the Environment Agency) war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;
8.2.2 act of God, fire, explosion, flood, epidemic or accident;
8.2.3 weather conditions making a Site inaccessible or making it impractical or unsafe to operate a Site (in each case in the opinion of the Company);
8.2.4 import or export regulations or embargoes;
8.2.5 labour disputes whether or not including disputes involving the Company’s workforce;
8.2.6 any inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; or
8.2.7 unlawful acts by any third parties which prevent access to a Site.
9. Title in the Contract Waste
9.1 The Customer warrants and represents that it will have the true and unencumbered right immediately before the time that the Company performs the Services to authorise and allow the Company to provide the Services in respect of the Contract Waste.
9.2 Title to each consignment of Contract Waste shall as between the Company and the Customer pass to the Company at the point in time when the Contract Waste has been collected from the Delivery Point or when off-loading of the Contract Waste by the Customer has been completed at the Site (as appropriate).
10. Price
10.1 The price for the Services shall, unless adjusted pursuant to this Condition 10, be the price per tonne or other appropriate unit in respect of each classification of Contract Waste as set out in the Quotation.
10.2 In the event of an increase in the prevailing price for the Services the Quotation will be subject to an increase by the Company. The Company shall give the Customer one (1) months’ notice in writing setting out the amended price. The Customer shall have fourteen (14) days from receipt of the notification to indicate whether it accepts or rejects the increase after which time the amendment will be deemed accepted by the Customer. If the Customer rejects the increase, the Company shall be entitled (but not bound) to suspend Processing the Contract Waste upon the expiry of the fourteen (14) day notification period. If the parties do not reach agreement in relation to a proposed increase to the Quotation within one (1) month of the Processing being suspended, the Company shall be entitled to terminate the Contract forthwith without prejudice to Condition 15.3.
10.3 The price for the Services is exclusive of any value added tax or any other applicable tax duty or levy which the Customer shall pay in addition to the price when it is due to pay for the Services.
10.4 In the event of any tax, duty or levy being imposed on, or any existing tax, duty or levy being increased in respect of the Processing of Contract Waste (or any category thereof) then the Customer shall bear such tax, duty or levy (or increase thereof) in its entirety.
10.5 In the event of a dispute in respect of the amount to be paid by the Customer, the Company’s records (including without limitation, weighbridge records) shall in the absence of manifest error, be conclusive and binding on the Customer.
10.6 In the event that the Company agrees (in accordance with the provisions of Condition 5.4) to accept a consignment of Contract Waste which does not comply with the classification as notified by the Customer in accordance with Condition 5.1, the Company shall be entitled (but not obliged) to adjust the price in respect of such consignment to accord with the Company’s then current rate in respect of the correct classification applicable to such Contract Waste.
11. Payment
11.1 The Company may invoice the Customer for the Services in respect of each individual consignment of Contract Waste at any time after completion of the collection or off-loading (as appropriate) of such consignment of Contract Waste in accordance with the provisions of these terms and conditions.
11.2 Time for payment shall be of the essence.
11.3 Payment of the price for the Services is due within thirty (30) days from the date of the Company’s invoice.
11.4 No payment shall be deemed to have been received until the Company has received the payment in full and cleared funds.
11.5 All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract notwithstanding any other provision of these terms and conditions.
11.6 The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
11.7 If the Customer fails to make any payment under the Contract on the due date then (without prejudice to its other rights and remedies) the Company may:
11.7.1 charge the Customer interest (both before and after judgment) on the amount unpaid at the annual rate of 5% above Barclays Bank plc’s base rate from time to time from the due date until payment is made in full (and a part of a month shall be treated as being a full month for the purpose of calculating interest);
11.7.2 withdraw any credit facilities granted to the Customer; and
11.7.3 set off any amount owing at any time from the Customer to the Company against any amount owing from the Company to the Customer.
12. EQUIPMENT
12.1 With effect from the delivery of the Equipment and for the remaining Contract Period the Customer shall:
12.1.1 maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the delivery date including replacement of worn, damaged and lost parts, and shall make good any damage to the Equipment. Title in all substitutions, replacements, renewals made in or to the Equipment shall vest in the Company immediately on installation;
12.1.2 maintain daily, weekly and monthly operating, inspection and maintenance plans and records of the Equipment and make copies of such plans and records readily available to the Company, together with such additional information as the Company may reasonably require;
12.1.3 ensure that the Equipment is used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by the Company;
12.1.4 take such steps (including compliance with all safety and usage instructions provided by the Company) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
12.1.5 keep the Company fully informed of all material matters relating to the Equipment;
12.1.6 permit the Company or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter on the Site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspection.
13. Limitation of liability
13.1 The following provisions of this Condition 13 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
13.1.1 any breach of the Company’s contractual obligations; and
13.1.2 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
13.2 All warranties, conditions and other terms implied by statute or common law are, to the maximum extent permitted by law, excluded from the Contract.
13.3 Nothing in these terms and conditions excludes or limits the liability of either party for fraud, fraudulent misrepresentation or death or personal injury caused by its negligence or any other liability that cannot be excluded or otherwise limited by law.
The Customer’s attention is in particular drawn to the provisions of Conditions 13.4 and 14
13.4 Subject to Conditions 13.2 and 13.3:
13.4.1 the Company’s total aggregate liability to the Customer in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising in relation to any particular Contract shall be limited to the price payable by the Customer for the Services which are the subject matter of that Contract; and
13.4.2 the Company shall not under any circumstances (and notwithstanding any other provision of the Contract) be liable in contract, tort (including negligence) or breach of statutory duty, statute or otherwise for any loss of profit or any indirect or consequential loss or damage of any kind including, without limitation, loss of use, loss of contract or any other financial or economic loss.
14. Indemnity
14.1 The Customer shall indemnify, keep indemnified and hold the Company harmless in full in respect of all Loss which the Company may suffer or incur as a result of or arising out of or in connection with:
14.1.1 any negligence by the Customer in connection with the Contract or breach of the Contract by the Customer;
14.1.2 loading or unloading of Contract Waste by the Customer and the suitability of its vehicles and any containers used for the containment and transport of Contract Waste;
14.1.3 handling, storage and treatment of Contract Waste by the Customer prior to the collection of Contract Waste from the Delivery Point or completion of off-loading of the Contract Waste at a Site in accordance with the provisions of these terms and conditions;
14.1.4 any act or omission of the Customer relating to transport of Contract Waste to the point it is off-loaded at a Site;
14.1.5 off-loading of Contract Waste at a Site (other than in accordance with the Company’s instructions and in an area designated by the Company on a Site);
14.1.6 the Customer’s failure to declare the presence in Contract Waste of hard/solid objects (such as tool steels or slag) aerosols, flammable and air/water reactive materials which may cause damage to Axil’s plant or injuries to its staff;
14.1.7 any action or omission of the Customer resulting in:
(1) any personal injury to or death of any of the Company’s employees, agents or sub-contractors or any third party; or
(2) any damage to or loss of any property of the Company, its employees, agents or sub-contractors or any third party; or
(3) any claims or actions brought or threatened against the Company by any third party (including without limitation, the Environment Agency or other similar competent body or authority) resulting from or arising out of or in connection with:
(i) any breach of any Contract by the Customer; or
(ii) any failure by the Customer to comply with any Laws; or
(iii) any failure by the Customer or Associated Person of the Customer to comply with any Anti-Bribery Laws
(unless such liability, loss, damage, cost or expense arises out of the negligence or a default of the Company under the Contract).
15. Termination
15.1 Either Party is entitled to terminate the Contract immediately on written notice if:
15.1.1 the other Party fails to observe or perform any of its obligations or duties under the Contract or any other contract between the Parties;
15.1.2 the other Party commits any act which brings or is likely to bring the other Party or the other Party’s business interests into disrepute or which damages or is likely to damage those interests;
15.1.3 the other Party suspends or ceases, or threatens to suspend or cease, to carry on with all or a substantial part of its business;
15.1.4 the other Party makes late or non-payment of any monies due to the other Party under the Contract or otherwise (and if the Services have been provided, but not paid for, the price payable under the Contract shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary);
15.1.5 the other Party suffers or allows any execution whether legal or equitable to be levied on his/its property or obtained against him/it;
15.1.6 the other Party, being an individual or partnership:
(1) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(2) makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
(3) is the subject of a bankruptcy petition or order; or
(4) dies, or by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or becomes a patient under any mental health legislation;
15.1.7 the other Party, being a company or other body corporate:
(1) has an order made or a resolution passed for its winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order against that Party; or an order is made for the appointment of an administrator to manage its affairs, business and property or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Party; or notice of intention to appoint an administrator is given by that Party or that Party’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(2) has a receiver appointed over any of the its assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the its or if any other person takes possession of or sells tits assets; or
(3) makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(4) is, or is reasonably considered to be unable to pay its debts when they fall due as defined in Section 123 of the Insolvency Act 1986;
15.1.8 any event or circumstance similar, equivalent or analogous to any of the events described in Condition 15.1.6 or 15.1.7 occurs in relation to the other Party in any jurisdiction;
15.1.9 the other Party, acting reasonably, has serious doubts as to the other Party’s solvency;
15.1.10 there are any changes to Environmental Law from time to time or any changes (including without limitation variation, suspension or revocation) to the EPR Permit of the Company from time to time in force which result in the Company being no longer able to provide the Services pursuant to any Contract; or
15.1.11 the other Party is in breach of Condition 16.
15.2 The Company’s rights and the Customer’s obligations (but not the Customer’s rights) contained in Conditions 13 and 14 shall continue beyond the discharge of the Customer’s and the Company’s primary obligations under the Contract.
15.3 The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Customer or the Company accrued prior to termination and any obligations which are expressly or by implication intended to survive termination.
16. Bribery and Corruption
16.1 To the extent that any Anti-Bribery Laws apply to any aspect of the relationship between the Company and the Customer, including any Associated Persons of either party, the Customer shall, in relation to the Contract:
16.1.1 comply with any Anti-Bribery Laws;
16.1.2 comply with the Anti-Bribery Policies;
16.1.3 have and maintain in place throughout the term of this Contract its own policies and procedures, including, but not limited to, Adequate Procedures to ensure compliance with the Anti-Bribery Laws and the Anti-Bribery Policies and will enforce them where appropriate;
16.1.4 promptly report to the Company any offer, promise, or giving of, or any request for, agreement to receive, or acceptance of any undue financial or other advantage of any kind, to or by the Customer or the Company or any Associated Persons of either of the same, in connection with the performance of the Contract;
16.1.5 if so required by the Company at any time, certify to the Company in writing, signed by an officer of the Customer, compliance with this Condition 16 by the Customer and all of its Associated Persons, providing also such supporting evidence of compliance as the Company may reasonably request;
15.2 The Customer hereby warrants to the Company that there has been no breach by it of the Anti-Bribery Laws and the Anti Bribery Policies in connection with the procurement and/or negotiation of the Contract.
17. General
17.1 Time for performance of all obligations of the Customer is of the essence.
17.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
17.3 Any Condition or sub-Condition of these terms and conditions which is held by any court or competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidability, unenforceability or unreasonableness be deemed severable and the other Conditions and sub-Conditions of these terms and conditions and the remainder of such Condition or sub-Condition shall not be affected.
17.4 Failure by the Company to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
17.5 The Company may assign, license or sub-contract all or any part of its rights or obligations under the Contract without the Customer’s consent.
17.6 The Contract is personal to the Customer who may not assign, license or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent.
17.7 Without prejudice to the Company’s rights under Condition 17.5, these terms and conditions do not confer any rights on any Person or party (other than the Company and the Customer) pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.8 The Contract (incorporating these terms and conditions and any Quotation) contains the entire agreement between the parties in respect of the supply of the Services to the Customer by the Company and replaces any previous agreement or understanding between the parties.
17.9 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission to the other party at its last known address or facsimile number or e-mail account. Communications shall be deemed to have been received two (2) days after posting or hand delivery or, in the case of facsimile transmission or e-mail, on the next working day.
17.10 The formation, construction, performance, validity and all aspects of the Contract (together with matters of a non-contractual nature in connection with these terms and conditions) are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.