A. In these terms and conditions (“Conditions”) the following definitions shall have effect
unless the context otherwise dictates:
i. "Company" shall mean ECOWRAP IMPACT PRIVATE LIMITED (Company number AAJ-3167) whose registered office is at 56B, Shiv Colony, Vaishali Nagar (Jaipur).
ii. "Supplier" shall mean any person firm or company authorised by the Company to act on its behalf in the provision of the Service.
iii. "Customer" shall mean the person firm or company any person, firm or corporation for who any Service is undertaken by the Company.
iv. "Container" shall mean any skip, container, drum, sack or other receptacle, supplied by the Company or the Supplier in connection with the provision of the Service.
v. "Service" shall mean the collection transportation and/or disposal of waste materials and/or any industrial activity on site on behalf of the Customer as set out in the Contract and any other services that the Company provides to the Customer.
vi. “Contract” shall mean the contract between the Company and the Customer for the supply of the Service in accordance with these Conditions.
vii. “Waste” shall mean any waste materials to be collected, disposed of or recycled by the Company as part of the Service.
viii. “Waste Transfer Note” shall mean any waste transfer notes relating to all or any part of the Waste.
ix. “Order” shall mean the Customer's order for the Service as set out in the Customer's purchase order form or the Customer's written acceptance of a quotation by the Company as the case may be
x. “Quotation” shall mean the description or specification of the Service provided in writing by the Company to the Customer.
xi. “Equipment” shall mean any Container and any tools and other property supplied by the Company or the Supplier in connection with the provision of the Service.
B. In these Conditions, the following rules apply:
i. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
ii. a reference to a party includes its personal representatives, successors or permitted assigns;
iii. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
iv. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
v. a reference to writing or written includes faxes and emails.
It is a condition of every Contract entered into by the Company and the Customer warrants to the Company that that the Customer shall obtain and maintain (and produce evidence thereof when requested by the Company) all necessary registrations, licences and consents and shall comply with all relevant legislation and the requirements of government or any statutory local or public authority in relation to the Service or to the use of any Equipment by the Customer including in particular the Environmental Protection Act 1990, the Environmental Protection (Duty of Care) Regulations 1991, the Environment Act 1995, the Highways Act 1971 and the Health & Safety at work etc Act 1974.
i. The Company shall arrange collection and disposal of or, in appropriate circumstances,
recycle Waste subject to the Contract and these Conditions. The Company shall not accept toxic,
dangerous, hazardous or special waste.
ii. The Order constitutes an offer by the Customer to avail the Services in accordance with these Conditions. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order or, if earlier, the Company starts to provide the Service, at which point and on which date the Contract shall come into existence.
iii. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
iv. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any conditions contained in an Order which conflict with any of these Conditions shall be deemed to be inapplicable to any Order unless expressly agreed by the Company in writing when acknowledging an Order.
v. Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 30 days from its date of issue (unless previously withdrawn by the Company).
vi. The Company shall have the right to make any changes to the Service which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Service, and the Company shall notify the Customer in any such event.
vii. The Company's or Supplier's employees or agents shall not be required to undertake any Service outside the terms of the Contract and furthermore the Customer shall not request such employees, agents or contractors to do so without the Company's or Supplier's prior agreement.
i. The Customer warrants that the Waste shall subject to condition 3.1 be non-hazardous and of
the type, character and quantities specified in any quotation or waste transfer note and the
Customer shall ensure that no material change in the nature of the Waste shall take place during
the Contract. Where the Waste differs from the quotation or any waste transfer note the Company
reserves the right either to refuse to accept such Waste or to apply additional charges (at
rates agreed with the Customer or failing agreement at the Company's then standard rates) in
relation to its collection, disposal or recycling
ii. The Customer shall sign a single or multiple consignment waste transfer note declaring the Waste type and shall ensure that the Waste is accurately described when completing the waste transfer note.
iii. The Company reserves the right not to accept any waste which by reason of size or weight is difficult to collect or dispose or in respect of which a waste transfer note has not been properly completed and signed.
i. The Customer must notify the Company before any supply of a Service is commenced of any
particular requirement of the Customer relating to health and safety at work and of any security
arrangements that may need to be observed or any hazards, risks or dangers that may arise during
or as a result of the Company, Supplier or their employees, agents or contractors undertaking
any Service on the premises of the Customer.
ii. The Customer shall provide the Company, the Supplier, their employees, agents and contractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required for the provision of the Service.
i. The Customer shall be responsible for placing and shall only place the Waste referred to in
Clause 4 in the Containers.
ii. The Customer warrants that he has the right to place such Waste in the Containers and the property in all Waste shall pass to the Company upon the same being commenced to be removed. Provided there shall have been no breach of the Customers obligations in relation thereto risk in the Waste shall pass to the Company upon the same being commenced to be removed. The Customer shall remain liable at all times for (and shall indemnify the Company and the Supplier in respect of) any damage caused by the Waste in breach of these Conditions.
iii. It shall be a condition that the Customer observes and performs the following:
a. All containers to be loaded safely and evenly and no sharp or hot materials except for the ones mentioned in the contract are to be placed in any plastic Container or other Container likely to be damaged thereby.
b. Unless otherwise agreed in writing, no Container shall be placed on the highway,
c. No rubbish shall be burned in any container or any fire started or permitted therein by the Customer or any other person,
d. No Container shall be removed from the Customer's premises to which it was delivered without the Company's prior written consent,
e. No sign lettering insignia advertising or other device of the Customer shall be placed or fixed on any Container.
f. No sign lettering insignia advertising or other device of the Company or the Supplier on any Container shall be removed or defaced.
iv. The Customer shall at all reasonable times allow the Company or Supplier and any person authorised by either of them to have access to the Equipment to inspect, test, adjust, repair or replace the same so far as possible at times convenient to the Customer.
v. The Company shall not be responsible for any property including personal effects deposited by the Customer or any other person in any Container and shall not be bound to return the same nor be liable for any loss or damage thereto.
vi. Title and property in the Equipment remain with the Company at all times and the Customer is responsible for (and shall indemnify the Company and the Supplier in respect of) any loss or damage to any Equipment whilst in the Customer's care, custody or control.
vii. The Customer shall: -
a. co-operate with the Company and the Supplier in all matters relating to the Service
b. provide the Company and the Supplier with such information and materials as they may reasonably require in order to supply the Service, and ensure that such information is accurate in all material respects.
When the Supplier calls on the Customer to perform any part of the Service the Customer shall ensure that the Equipment is ready and available at the time of collection by the Supplier. The Company and the Supplier shall not be under any obligation to carry out any Service nor be liable to the Customer where the Customer is in breach of this condition, but nevertheless the Company reserves the right to make a wasted service charge. The Company also reserves the right to charge for any failed collection caused by circumstances outside the control of the Company.
i. If it becomes apparent for reasons not disclosed by the Customer or which could not have been
foreseen by the Company at the time of entering the Contract or commencing the work that the
Service to be undertaken differs from that originally envisaged and/or set out in any quotation,
the Company shall notify the Customer accordingly giving particulars as soon as reasonably
practicable after the circumstances become apparent and the Company shall be entitled either to
terminate the Contract without any liability to the Customer or to payment for additional work
(at rates agreed with the Customer or failing agreement at the Company's then standard rates).
ii. Should the Company elect to cease the provision of the Service in the changed circumstances, the Contract shall be deemed to be terminated. Upon such termination the Company shall be entitled to charge for any work carried out up to the time of termination and to be reimbursed for the costs associated with commitments and liabilities entered into pursuant to the Contract and for any Equipment or other items provided or intended to be provided for the purpose of the Contract.
iii. The Customer shall pay additional charges at the rates agreed with the Customer or failing agreement at the Company's then standard rates occasioned by:
a. any additional costs arising from changes to the agreed frequency or volumes of Service as notified by the Customer.
b. any delay caused by any act or omission of the Customer or its employees, agents or contractors.
i. The Company shall be entitled to invoice [at such times as are set out in the Contract or
otherwise upon completion of the provision of the Service]. All payments shall be made upfront
at the time of purchasing the waste. Other times of payment can only be made with the prior
written approval of the Company. The Customer shall not be entitled to delay or withhold payment
on account of any alleged set-off or counterclaim. Time for payment shall be of the essence of
ii. Where the charge for the Service is liable to VAT, the Customer shall pay an additional amount equivalent to the amount of VAT at the appropriate rate.
iii. The Company reserves the right without liability to the Customer not to execute any Order and to remove any Equipment if arrangements for payment of the Customer's account are not in the Company's discretion satisfactory to the Company or where the Customer is in breach of any of these conditions or where the Company considers that the Service required may place at risk any person, goods, vehicle, Equipment or property.
i. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any
other manner with all or any of its rights under the Contract and may subcontract or delegate in
any manner any or all of its obligations under the Contract to any third party or agent.
ii. Where the Company is unable due to Bank or Public Holidays, breakdown or circumstances outside its reasonable control to carry out any Service on the day notified to the Customer, the Company shall make all reasonable efforts to carry out such Service as soon as practicable thereafter.
i. If a Service is required by the Customer involving vehicle movement otherwise than on the
public highway: the Customer shall afford reasonable, safe and adequate access and space in
which loading and unloading operations, delivery and collection may be carried out without risk
of damage to the vehicle, its driver or its load and without obstruction to the public highway.
ii. The driver of a vehicle providing such a Service shall be deemed to be under the control of the Customer whilst on or adjacent to the Customer's premises and the Customer shall be solely responsible for any accident or any damage by the weight of its vehicle or its load to any bridges, wires, cables, drains and other services, manholes, roads, paths or any surface or any other property on, above or below the surface of the land and shall indemnify the Company and the Supplier against all claims in respect of legal liability arising therefrom.
iii. The Company and the Supplier reserve the right to refuse to carry out any Service if it considers that the Service required might place at risk any person, goods, vehicle or property.
iv. The Customer's attention is drawn to the need to obtain the consent of the Local Authority to cross pavements or to site Equipment on a public highway.
i. Except for defects in the Service which shall have been notified by the Customer to the
Company in writing within 14 days after the date of the provision of the Service the Company
shall not be liable for any claim, loss or damage howsoever arising in respect of any defect in
the Service whether due to any act, neglect, default of the Company, the Supplier or their
employees, contractors or agents or otherwise, and all warranties and conditions express or
implied are hereby excluded to the extent permitted by law.
ii. In particular (without prejudice to generality of the foregoing) the Company shall not be liable for any such claim, loss or damage resulting from: (A) any circumstance arising outside the reasonable control of the Company or the Supplier, (B) any instruction given by or any act or omission of the Customer or his servants or agents, (C) any inherent or latent defect which the Company or the Supplier could not reasonably have discovered or rectified, (D) any material breach by the Customer of any of these Conditions required to be observed or performed by the Customer or, (E) any damage howsoever caused by any Equipment.
iii. Nothing in these Conditions shall limit or exclude the Company's liability for
a. death or personal injury caused by its negligence, or the negligence of the Supplier or their respective its employees, agents or subcontractors;
b. fraud or fraudulent misrepresentation; or
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
iv. Subject to Condition 12.3:
a. the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b. the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed ₹ 2000.
i. The Customer shall indemnify the Company against any loss or any damage to any Equipment
occurring or caused during the continuance of the Contract with the Customer.
ii. The Customer shall indemnify the Company against claims, loss or damage which the Company suffers or incurs arising out of the use of any Equipment or the breach by the Customer or any of these Conditions required to be observed or performed by the Customer.
The Customer shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
The Contract, these Conditions and any dispute or claim arising out of or in connection with it or them or subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Indian Waste Management. Each party irrevocably agrees that the courts of India shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
The headings to these conditions are for guidance only and are not to be construed as forming part of or in any way limiting the effect of the condition themselves.
i. Without limiting its other rights or remedies, either party may terminate a Contract by
giving the other party one months' written notice.
ii. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:
a. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of the Customer being notified in writing to do so;
b. the Customer, being a company or limited liability partnership becomes insolvent, or if an order is made or a resolution is passed for the winding up of the Customer (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Customer's assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt
c. the Customer (being an individual) is the subject of a bankruptcy petition or order, 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 (being a partnership) has any partner to whom any of the foregoing apply;
d. the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
e. the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
iii. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
iv. Without limiting its other rights or remedies, the Company may suspend provision of the Services under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 16.2 or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
On termination of the Contract for any reason:
i. the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Service supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
ii. the Customer shall return or make available for collection all of the Equipment. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
iii. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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; and
iv. clauses which expressly or by implication survive termination shall continue in full force and effect.
For the purposes of these Conditions, “Force Majeure Event” means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents the Company from providing the Service for more than 4 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
i. Notice:; Any notice or other communication given to a party under or in connection with the
Contract shall be in writing, addressed to that party at its registered office (if it is a
company) or its principal place of business (in any other case) or such other address as that
party may have specified to the other party in writing in accordance with this clause, and shall
be delivered personally, sent by pre-paid first class post or other next working day
service, commercial courier, fax [or e-mail].
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
ii. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
iii. Waiver: A waiver of any right under the Contract, these Conditions or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract, these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.
iv. No partnership or agency: Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
v. Third parties: A person who is not a party to the Contract shall not have any rights to enforce its terms.
vi. Variation: Except as set out in these Conditions, no variation of the Contract or these Conditions, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the, these Conditions.
Customer Certification :- I declare that: -
• the description of the Waste given in the Waste Transfer Notes is complete and accurate and undertake to notify ECOWRAP IMPACT PRIVATE LIMITED immediately if any of the details change and that hazardous waste will not be placed in the container(s).
• the waste collected from the below named company and herein described has been treated in accordance with Waste Management Rules for Solid Waste
• I have fulfilled my duty to apply the waste hierarchy as required by India Waste Management Rules