Empire Disposal, LTD. Terms and Conditions
When soliciting services through www.empiredisposal.com it is understood and accepted that the customer is entering into a legally binding agreement, and the customer agrees to accept services and equipment, subject to these terms and conditions.
TERM. The term of this Service Agreement (this “agreement”) shall be for sixty (60) months from the Effective Date, and shall be automatically renewed for sixty (60) months thereafter unless either party shall give written notice of termination by Certified Mail to the other party at least sixty (60) days but not more than one hundred eighty (180) days prior to the termination of the initial term or the then current renewal term. IN THE EVENT YOUR ACCOUNT HAS TO BE PLACED FOR COLLECTIONS, EMPIRE DISPOSAL WILL ADD COLLECTION FEEDS NOT TO EXCEED 25% OF THE BALANCE OWED. YOU WILL BE RESPONSIBLE FOR THESE FEES. SERVICE FEES. Customer shall pay EMPIRE DISPOSAL LTD monthly service fees in accordance with the “Schedule of Charges” set forth in this Agreement and the invoices delivered to Customer as such amounts may be adjusted and additional charges assessed from time to time pursuant to section 4b below. Payment is due in full on the receipt of invoice. Customer shall pay EMPIRE DISPOSAL LTD for additional services performed by EMPIRE DISPOSAL LTD that are not specifically set forth in this Agreement, in accordance with the terms of this Agreement. A Customer’s account is past due if it has not been paid within thirty (30) days from the invoice date. EMPIRE DISPOSAL LTD may at its sole discretion, assess a monthly finance charge not to exceed the maximum interest rate allowed by law on all past due accounts and charge administrative fees or other charges representing cost EMPIRE DISPOSAL LTD incurs in connection with past due amounts. In the event the Customer fails to timely pay its invoice, EMPIRE DISPOSAL LTD may terminate this Agreement or suspend services until the Customer’s account has been paid in full. Relocation of Business. In the event the Customer relocates its business to another area services by EMPIRE DISPOSAL LTD., Customer shall notify EMPIRE DISPOSAL LTD and such relocation will not affect the validity of this Agreement as long as EMPIRE DISPOSAL LTD agrees to continue service to the Customer. Waste Materials. Customer represents and warrants that the materials placed in the Equipment shall be “Waste Material” as defined herein and shall contain no other substances. The term Waste Materials as used in these Terms and Conditions shall mean solid waste generated by Customer excluding radioactive, volatile, highly flammable, explosive, biomedical, infectious, toxic or hazardous material. The term “hazardous material” shall include but not be limited to, any amount of waste listed or characterized by hazardous by the United States Environmental Protection Agency or any state agency pursuant to the Resource Conservation and Recovery Act of 1978 as amended or applicable state law. EMPIRE DISPOSAL LTD shall acquire title to the Waste Material when it is loaded into EMPIRE DISPOSAL LTD trucks. Title to and liability for any waste excluded above shall remain with Customer and CUSTOMER HEREBY EXPRESSLY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS EMPIRE DISPOSAL LTD FROM AND AGAINST ANY AND ALL DAMAGES, FINES, LOSSES, INJURIES AND LIABILITIES RESULTING OR ARISING OUT OF SUCH WASTE EXCLUDED ABOVE, REGARDLESS OF WHETHER OR NOT THE DAMAGE, FINES, LOSSES, INJURIES AND LIABILITIES COMPLAINED OF ARISE OUT OF OR RELATES TO THE NEGLIGICANCE (WHETHER ACTIVE, PASSIVE OR OTHERWISE) OF, OR WAS CAUSED IN PARTY BY, EMPIRE DISPOSAL LTD. Driveways and Pavement Damage. Customer warrants that any right of way provided by Customer for EMPIRE DISPOSAL LTD’s Equipment location to the most convenient way is sufficient to bear the weight of all EMPIRE DISPOSAL LTD’s Equipment and vehicles reasonably required to perform the service herein contracted EMPIRE DISPOSAL LTD shall not be responsible for damage to any private pavement or accompanying sub-surface of any route reasonably necessary to perform the services herein contracted and Customer assumes all liabilities for damages to pavement or road surface. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EMPIRE DISPOSAL LTD AGAINST ALL CLAIMS, DAMAGES, SUITS, PENALTIES, FINES AND LIABILITIES FOR DAMAGES TO PAVEMENT, SUB-SURFACES OR ROAD SURFACES, REGARDLESS OF WHETHER OR NOT THE DAMAGES, SUITS, PENALTIES, FINES, LOSSES OR LIABILITIES COMPLAINED OF ARISE OUT OF, OR RELATES TO THE NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR OTHERWISE) OF, OR WAS CAUSED IN PART BY, EMPIRE DISPOSAL LTD. Breach and Damages. A.Breach. Customer will be considered in breach of this Agreement if it (1) fails to pay service fees as set forth in this Agreement (2) attempts to terminate this Agreement without prior written notice as set forth in this Agreement: and /or (3) fails to comply with any of its obligations set forth in this Agreement. Customer shall provide EMPIRE DISPOSAL LTD with written notice of any problem which it constitutes a failure by EMPIRE DISPOSAL LTD to fully perform its obligations under this Agreement. EMPIRE DISPOSAL LTD will be considered in breach of this Agreement if EMPIRE DISPOSAL LTD does not cure the problem in ten (10) business days after receiving such notice. When EMPIRE DISPOSAL LTD determines, in its reasonable judgment that the problem does not constitute a failure by EMPIRE DISPOSAL LTD to perform its obligations, or where such problem is beyond EMPIRE DISPOSAL’S reasonable control, EMPIRE DISPOSAL LTD shall not be obligated to cure such problem and this Agreement shall remain in full force and effect. EMPIRE DISPOSAL LTD shall not be liable under any circumstances for any special, incidental damages arising out of or in connection with the performance or non-performance of this Agreement. B.Liquidated Damages. In the event Customer terminates this Agreement prior to its expiration other than as a result of a breach by EMPIRE DISPOSAL LTD or EMPIRE DISPOSAL LTD terminates this Agreement for Customer’s breach including nonpayment. Customer agrees to pay to EMPIRE DISPOSAL LTD as liquidated damages a sum calculated as follows: (1) if the remaining term under this Agreement is six or more months. Customer shall pay an average of its three previous monthly charges multiplied by six or if the remaining term under this Agreement is six or more months. Customer shall pay an average of its three previous monthly charges multiplied by the number of months remaining in the term. Customer acknowledges that in the event of an unauthorized termination of this Agreement, the anticipated loss to EMPIRE DISPOSAL LTD would be difficult to calculate: however, the liquidated damages estimated in the amount set forth in the foregoing provision is reasonable and not imposed as a penalty. In the event Customer fails to pay EMPIRE DISPOSAL LTD all amounts which become due under this Agreement or fails to perform its obligations hereunder and EMPIRE DISPOSAL LTD refers such matter to an attorney, Customer agrees to pay. In addition to the amount due, any and all costs incurred by EMPIRE DISPOSAL LTD as a result of such action including, to the extent permitted by law, reasonable attorney’s fees. C.Waiver. The failure of EMPIRE DISPOSAL LTD to exercise any right to terminate this Agreement and/or collect damages against Customer for any breach of this Agreement will not constitute a waiver of any of EMPIRE DISPOSAL LTD’s rights under this Agreement.
SERVICES. EMPIRE DISPOSAL LTD shall provide Customer with waste collection, transportation and disposal services for Customer’s waste, refuse and/or recyclable materials. Customer grants to EMPIRE DISPOSAL LTD the exclusive right to provide such service to Customer. Customer hereby agrees to grant EMPIRE DISPOSAL LTD the right to enter upon its property to the extent necessary to perform the aforedescribed service. Customer represents and warrants that it has no existing agreements with other companies or entities for the provision of such services. CUSTOMER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS EMPIRE DISPOSAL LTD FROM ANY CLAIMS, LOSSES OR DAMAGES RESULTING FROM ANY ACTIONS REGARDING ANY PREEXISTING CONTRACTS, REGARDLESS OF WHETHER OR NOT THE CLAIMS, LOSSES OR DAMAGES COMPLAINED ARISE OUT OF, OR RELATES TO THE NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR OTHERWISE) OF, OR WAS CAUSED IN PART BY, EMPIRE DISPOSAL LTD. RATE ADJUSTMENTS. A.Change in Service. The parties agree that the type or frequency of service may be changed during the term of this Agreement without affecting the validity of this Agreement and that such change shall become a part of this Agreement. In the event Customer requests any additional services or changes in type or frequency of service, the service fee charged by EMPIRE DISPOSAL LTD will be adjusted and Customer agrees to pay the adjusted service fees. Upon agreement of the adjusted service fees, such modification shall become part of the Agreement. B.Rate Increases. Customer agrees that EMPIRE DISPOSAL LTD may either proportionately increase the service fee hereunder or add additional surcharges to adjust for any increase to EMPIRE DISPOSAL LTD in disposal, fuel and environmental costs, any increases in transportations costs due to changes in location of the disposal facility or increases in the Consumer Price Index: Increases in the average weight per container yard of the Customer’s Waste Materials (EMPIRE DISPOSAL LTD initial assumption is that Customer’s Waste Material does not exceed 85 lbs per cubic yard: increased costs due to uncontrollable circumstances including without limitation, changes in local, state or federal laws or regulations of taxes, fees, or other governmental charges accessed against or passed through to EMPIRE DISPOSAL LTD (excluding income or real property taxes) and acts of God such as floods, terrorists acts etc. Payment of such increased service fees or additional surcharges shall not be withheld by the Customer. Increases in the service fees or additional surcharges for reasons other than set forth above requires the consent of the Customer which may be demonstrated verbally, in writing or by actions and practices of the parties. Equipment. Customer acknowledges and agrees that all Equipment furnished hereunder by EMPIRE DISPOSAL LTD shall remain the property of EMPIRE DISPOSAL LTD. The word “Equipment” as used herein shall mean all containers used for the storage of Waste Material Including stationary compaction units, stationary bailing units, Waste Material loading devices, tanks, tankers, and such other on-site devices as may be specified on the face of this Agreement. EMPIRE DISPOSAL LTD reserves the right to substitute the Equipment for similar Equipment at any time during the term of this Agreement. A.Customer Responsibility. Customer acknowledges that it has care, custody and control of the Equipment while at the Customer’s location and accepts responsibility for all loss or damage to the Equipment/except for normal wear and tear (or loss or damage resulting from EMPIRE DISPOSAL LTD’s handling of the Equipment or its contents. Customer agrees not to overload by weight or volume, move or alter the Equipment and shall use the Equipment for its proper and intended purpose. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EMPIRE DISPOSAL LTD AGAINST ALL CLAIMS, DAMAGES, SUITS, PENALTIES, FINES AND LIABILITIES FOR INJURY OR DEATH OF PERSONS OR LOSS OR DAMAGE OF PROPERTY ARISING OUT OF CUSTOMER’S USE, OPERATION OR POSSESSION OF THE EQUIPMENT, REGARDLESS OF WHETHER OR NOT THE DAMAGE, FINES, LOSSES OR INJURIES COMPLAINED OF ARISE OUT OF, OR RELATES TO THE NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR OTHERWISE) OF, OR WAS CAUSED IN PART BY, EMPIRE DISPOSAL LTD. B.Access. Customer shall provide unobstructed and reasonable access to the Equipment on the scheduled collection day. If the Equipment is inaccessible so that the regularly scheduled pick up cannot be made, EMPIRE DISPOSAL LTD will promptly notify the Customer and afford the Customer a reasonable opportunity to provide the required access however, EMPIRE DISPOSAL LTD reserves the right to charge an additional fee for any additional collection service required by Customer’s failure to provide such access. Miscellaneous. (a) This Agreement shall be governed in all respects by the laws of the State of Texas without giving effect to the conflict of laws rules thereof: (b) This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective subsidiaries, successors and assigns. EMPIRE DISPOSAL LTD may assign its obligations and rights under the Agreement without the consent of Customer. Customer may not assign it obligations or rights under this Agreement without the prior written consent of EMPIRE DISPOSAL LTD: (c) in the event EMPIRE DISPOSAL LTD is successful in enforcing the terms and conditions of this Agreement against Customer, then the Customer shall pay EMPIRE DISPOSAL LTD reasonable attorney fees, collection fees and costs: (d) Neither party hereto shall be liable for its failure to perform or delay in performance hereunder (other than the obligation to pay money) due to contingencies beyond its reasonable control including but not limited to strikes, riots, compliance with laws or government orders, inability to get to container, fires, and acts of God and such failure shall not constitute a default under this Agreement; (e) This Agreement represents the entire agreement between the parties and supersedes any and all other agreements, whether written or oral, that may exist between the parties and if any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and all other provisions shall remain in full force and effect.