1 – Interpretation

The following definitions and rules of interpretation apply in these Conditions.

Definitions:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Collection Location” means the collection location specified in the Order;

“Commencement Date” has the meaning given in clause 2;

“Conditions” means these terms and conditions as amended from time to time in accordance with clause 9;

“Contract” means the contract between the Buyer and the Supplier for the supply of Material in accordance with these Conditions;

“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression “change of Control” shall be construed accordingly;

“End Buyer” means the end-Buyer of the Buyer to whom the Buyer shall sell the Material;

“EWC Code” means a six-digit code used to identify waste as listed in the European Waste Catalogue or if such codes or the European Waste Catalogue cease to be published (as applicable), such other replacement, alternative, or successor code or publication (as applicable) agreed by the parties in writing from time to time, each acting reasonably;

“Force Majeure Event” means any cause affecting the performance by a party of its obligations under this Contract arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, epidemic, pandemic, industrial disputes, fire, flood, storm or earthquake and any disaster but excluding any industrial dispute relating to the Supplier, the Supplier’s personnel or any other failure in the Supplier’s supply chain and periods of crisis, tension, emergencies, and surge, in transition to war and during hostilities;

“Good Industry Practice” means using the standards, practices and methods that would reasonably be expected from a skilled and experienced expert engaging in the provision of similar works or services to a person similar in nature to the Buyer;

“Gate Fee” means an amount paid by the supplier to the buyer for the collection of Material.

“Load” means each collection of Material by the Buyer in accordance with these Conditions;

“Loading Documents” means the documents required from the Supplier after the Buyer’s truck has departed from Collection Site, including weighbridge ticket, fully-completed annex vii and a minimum of 6 pictures of the Material;

“Material” means the material to be purchased by the Buyer as set out in the Order;

“Material Specification” means any specification for the Material as set out in the Order;

“Order” means the Buyer’s order for the supply of Material, as set out in the Buyer’s purchase order form, or in the Buyer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be;

“Test Order” means the test order for Material placed by the Buyer and supplied by the Supplier in order for the Buyer and End-Buyer to check and confirm the specification of the Material.

2 – Basis of Contract

The Order constitutes an offer by the Buyer to purchase Material from the Supplier (in such frequency of Loads and for the duration as set out in the Order) in accordance with these Conditions.

In circumstances where the supply of material requires the payment from the Supplier to the Buyer, this will also constitute an Order.

The Order shall be deemed to be accepted on the earlier of:

• the Supplier issuing written acceptance of the Order; or
• any act by the Supplier consistent with fulfilling the Order,
• at which point and on which date the Contract shall come into existence (“Commencement Date”).

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

All of these Conditions shall apply to the supply of Material.

The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3 – Supply of Material

The Supplier shall ensure that the Material and each Load shall:

• comply with the specification and quality outlined in the Order;
• correspond with their description and any applicable Material Specification;
• be fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer, expressly or by implication, and in this respect the Buyer relies on the Supplier’s skill and judgement; and
• comply with all applicable statutory and regulatory requirements relating to supply of the Material.

The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Material.

The Buyer may inspect and test the Material at any time before collection. The Supplier shall remain fully responsible for the Material despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

If following such inspection or testing the Buyer considers that the Material do not comply or are unlikely to comply with the Supplier’s undertakings at clause 1, the Buyer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

The Buyer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4 – Collection of Material

The Supplier shall ensure that:

• it supplies the Material in such frequency of Loads as set out in the Order;
• each Load does not contain any of the contaminants as set out in the Order;
• each Load meets the minimum tonnage requirements as set out in the Order;
• each Load leaves the Collection Location in accordance with the EWC code specified on the order;
• it begins loading the Buyer’s truck within an hour of the truck’s arrival at the Collection Location; and
• it shall provide the Buyer with the relevant Loading Documents upon the truck’s departure from the Collection Location.

The Supplier shall notify the Buyer immediately if there is any:

• fluctuation in the quality or specification of Material;
• Loads that are collected below the minimum tonnage requirements;
• change in the storage conditions of the Material;
• on-site delays which may impact the Load or Load collection in any way;
• change in contact details of the Supplier; and
• reason Loading Documents may not be provided upon the truck’s departure from the Collection Location.

The Supplier shall ensure that the Material shall be available for collection at the specified Location:

• at such frequency as set out in the Order; and
• during the Buyer’s normal hours of business on a Business Day, or as instructed by the Buyer.

Collection of the Material shall be completed on the completion of loading of the Material on the Buyer’s truck at the Collection Location.

If the Supplier:

• supplies any Load which includes any of the contaminants set out in the Order, then the Buyer may reject the Load;
• supplies less than 95% of the minimum tonnage requirement (as set out in the Order), then the Buyer may reject the Load; or
• supplies more than 105% of the minimum tonnage requirement, the Buyer may at its sole discretion reject the Load or the excess Material.

The Supplier will invoice for the quantity of material delivered.

Title and risk in the Material shall pass to the Buyer on the earlier of:

• payment in full of the Material; or
• on completion of collection from the Collection Location.

5 – Buyer Remedies

If the Supplier fails to supply the Material by the applicable date or at the required frequency, the Buyer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

• to terminate the Contract with immediate effect by giving written notice to the Supplier;
• to refuse to accept any subsequent supply of the Material which the Supplier attempts to make;
• to recover from the Supplier any costs incurred by the Buyer in obtaining substitute Material from a third party;
• to require a refund from the Supplier of sums paid in advance for Material that it has not delivered; and
• to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to meet such dates.

If the Supplier has delivered Material that does not comply with the undertakings set out in clause 1, then, without limiting or affecting other rights or remedies available to it, the Buyer shall have one or more of the following rights and remedies, whether or not it has accepted the Material:

• to request a revised purchase price or gate fee amount for the material
• to terminate the Contract with immediate effect by giving written notice to the Supplier;
• to reject the Material (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
• to require the Supplier to replace the rejected Material, or to provide a full refund of the price of the rejected Material (if paid);
• to refuse to accept any subsequent supply of the Material which the Supplier attempts to make;
• to recover from the Supplier any expenditure incurred by the Buyer in obtaining substitute Material from a third party; and
• to claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Supplier’s failure to supply Material in accordance with clause 1, including but not limited to haulage costs.

The Buyer’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

6 – Buyer’s Obligations

The Buyer shall:

Provide such necessary information as the Supplier may reasonably request in order to fulfil its obligations under this Contract.

7 – Charges and Payment

The price for the Material:

• shall be the price set out in the Order; and
• shall be inclusive of the costs of insurance of the Material. No extra charges shall be effective unless agreed in writing and signed by the Buyer.

In respect of the Material, the Supplier shall invoice the Buyer on or at any time after completion of collection. Each invoice shall include such supporting information required by the Buyer to verify the accuracy of the invoice.

In consideration of the supply of Material by the Supplier, the Buyer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier or as otherwise set out in the Order.

All amounts payable by the Buyer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Material at the same time as payment is due for the supply of the Material.

If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall be the supplier

until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2% a year above the Bank of England’s base rate from time to time.

The Buyer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Buyer against any liability of the Buyer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Buyer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Buyer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

8 – Indemnity

The Supplier shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with:

• any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Material; and
• any claim made against the Buyer by a third party arising out of or in connection with the supply of the Material.

This clause 8 shall survive termination of the Contract.

9 – Confidentiality

Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.

Each party may disclose the other party’s confidential information:

• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9;

and

• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10 – Compliance with relevant laws and policies

In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

11 – Termination

Without affecting any other right or remedy available to it, the Buyer may terminate the Contract:

• with immediate effect by giving written notice to the Supplier if:
• there is a change of Control of the Supplier; or
• the Supplier commits a breach of clause 10.
• for convenience by giving the Supplier one (1) months’ written notice.

Without affecting any other right or remedy available to it, the Buyer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

• the Supplier commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• the Supplier’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy

12 – Consequences of termination

Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13 – Force Majeure

Subject to the remaining provisions of this clause 13, neither party to this Contract shall in any circumstances be liable to the other for any delay or non-performance of its obligations under this Contract to the extent that such non-performance is due to a Force Majeure Event.

The Supplier shall use all reasonable endeavours to notify the Buyer if it becomes aware of any current or expected event that could give rise to a Force Majeure Event.

In the event that either party is delayed or prevented from performing its obligations under this Contract by a Force Majeure Event, such party shall:

• give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
• use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Contract; and
• resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

A party cannot claim relief if the Force Majeure Event is attributable to that party’s wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event.

As soon as practicable following the affected party’s notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Contract. Where the Supplier is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Good Industry Practice.

Where the Force Majeure Event persists for a continuous period of 120 Business Days then the Buyer may terminate this Contract by serving 20 Business Days written notice on the Supplier and the provisions set out in clause 12 shall apply.

14 – General

Assignment and other dealings.

The Buyer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.

The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Buyer.

The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Buyer. If the Buyer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

• delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• sent by fax to its main fax number or sent by email to the address specified in the Order.

Any notice shall be deemed to have been received:

• if delivered by hand, at the time the notice is left at the proper address;
• if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
• if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 3(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision of the Contract is deemed deleted under this clause 14.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Third party rights.

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

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 Contract or its subject matter or formation.

Clearpoint Recycling Limited: Terms V5.4 December 2024