Service Agreement Terms And Conditions

SERVICE AGREEMENT TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES The Service Agreement terms and conditions, and all amendments , work orders, generator certifications, waste stream surveys, and all other documents together will constitute the “Agreement” by and between Heritage-Crystal Clean, LLC (“HCC”) and the customer requesting and receiving Service (as defined below) under this Agreement (“Customer”). The term “Parties” will refer to both HCC and Customer, and the term “Party” will refer individually to either HCC or Customer.
  1. SERVICES: The Agreement shall govern all services provided by HCC to Customer at each location identified by Customer (“Services”).
  2. TERM: This Agreement shall have an initial term of one (1) year from the acceptance date of this Agreement (“Term”) and shall automatically renew on a year-to-year basis unless Customer provides written notice of its intent not to renew no less than ninety (90) days prior to renewal. Customer’s notice must be sent to cc_law_dept@crystal-clean.com to be effective.
  3. TERMINATION: HCC may terminate this Agreement at any time upon sixty (60) days prior written notice to the Customer.
  4. ACCESS TO PREMISES: Customer grants to HCC, its employees and agents reasonable access to Customer’s premises to perform the Services.
  5. INVOICES; PAYMENT: All invoices are payable within thirty (30) days from the date of invoice. Payments made by credit card will incur an interchange fee as set forth on the customer portal at https://account.crystal-clean.com.
  6. INDEMNITY: CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS HCC, ITS PARENT, EMPLOYEES, AGENTS AND THIRD PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, PENALTIES, FINES, DAMAGES, LOSSES, LIABILITIES AND COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COSTS, (“CLAIMS”), RELATED TO OR ARISING OUT OF (A) CUSTOMER’S BREACH OF THIS AGREEMENT, (B) CUSTOMER’S BREACH OF ANY CERTIFICATION, OR (C) THE ACTS OR OMISSIONS OR VIOLATIONS OF LAW BY CUSTOMER, ITS EMPLOYEES OR AGENTS.
  7. REPRESENTATIONS AND WARRANTIES: During the Term, Customer will provide to HCC a generator certification (“Gen Cert”) and waste stream profile (“WSP”) for each Customer location where work is to be performed. The WSP will describe the chemical composition and physical characteristics of each waste stream (“Material”) at that location that Customer tenders to HCC. Customer represents and warrants that WSP is accurate and all containers of Material tendered to HCC will be marked and labeled consistent with applicable laws and regulations. Company shall remain solely responsible for all Claims for misrepresentations about the Material, including but not limited to, polychlorinated biphenyls (PCBs). Customer represents and warrants that it has title to, or a right to transfer title to, the Material, and Customer is not aware of any legal restraint which would prohibit transfer of possession and title to such Material to HCC. Title, risk of loss and all other incidents of ownership to the Material will be transferred from Customer to HCC when HCC takes possession of the Material from the place of tender. HCC will have the right, in its sole discretion to resell, manage, treat, handle and/or dispose of any Material. Material that is discovered to be non-conforming may be rejected by HCC or acceptance may be subsequently revoked. Material will be considered non-conforming if it is not properly packaged or labeled, or does not conform to the description contained in the WSP. Material discovered by HCC to be non-conforming may be returned to Customer by HCC within a reasonable time after rejection by HCC unless the Parties agree to an alternative and lawful manner to dispose of the Material. Customer shall pay to HCC its reasonable expenses for the handling, loading, transporting, storing and, if applicable, disposing of such non-conforming Material. For Material collected by a subcontractor on behalf of HCC, title to such Material will transfer to such subcontractor or directly to the disposal facility, as appliable.
  8. LIMITATION OF LIABILITY: IN NO EVENT WILL HCC BE RESPONSIBLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF HCC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY THE CUSTOMER.
  9. FORCE MAJEURE: In the event performance under the Agreement is affected by any cause beyond the reasonable control of a Party, including without limitation, epidemics, pandemics, fire, labor strike, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions to transportation networks or operations, material equipment repairs, fuel shortages, or governmental regulations and provided that the applicable cause is not attributable to the acts or omissions of a Party, and a Party is taking reasonable measures to remove or mitigate the effects of the applicable cause, then the performance of all obligations required herein will be suspended, and such Party will promptly notify the other Party of such interruption. Such period of suspension will not in any way invalidate this Agreement or affect payment for Services already rendered. No liability will be incurred by either Party for damages resulting from such suspensions.
  10. MODIFICATION: The Agreement may not be altered, waived, or modified, except by an amendment signed by both Parties.
  11. INDEPENDENT CONTRACTOR: Nothing in this Agreement will be deemed or construed by the Parties, nor by any third Party, as creating the relationship of principal and agent, partnership or joint venture by the Parties, it being understood and agreed that no provision contained in this Agreement or any acts of the Parties will be deemed to create any relationship other than the relationship of independent contractor and purchaser of services or products.
  12. SEVERABILITY: If any term of this Agreement is deemed invalid or unenforceable, then such term(s) will be deemed modified to the extent and in the manner necessary to render it valid and enforceable, or if the provision cannot be so modified, it will be deemed stricken from this Agreement and the remaining terms and provisions of this Agreement will not be affected. Each term and provision of this Agreement will be valid and be enforced to the fullest extent permitted by law.
  13. NOTICES: All notices under this Agreement will be in writing and given by email, personal delivery or U.S. mail to the Party at their addresses identified in this Agreement.
  14. ASSIGNMENT: This Agreement will inure to the benefit of and be binding upon all successors and assigns of the Parties.
  15. ARBITRATION AGREEMENT, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER CLAUSE. The Parties knowingly, voluntarily and irrevocably agree that any controversy or claim arising between them (including those claims arising out of or related to this Agreement or any prior Agreement) shall be resolved by binding arbitration by one arbitrator under the rules of the American Arbitration Association, which shall be governed by and enforceable under the Federal Arbitration Act, and judgment on the award may be entered by any court having jurisdiction. Whether in Arbitration or as otherwise excepted above, no claims may be brought as a class action, on a consolidated basis or any other collective or representative proceeding.  The Parties acknowledge that the Services may impact and affect interstate commerce and agree, that any dispute about the enforceability or scope of the agreement to arbitrate shall be decided by the arbitrator. The Parties’ mutual promises contained herein, including to arbitrate contain disagreements, rather than litigate them before courts or other bodies, provide consideration for each other for this entire clause.  Each Party hereby waives trial by jury in any action, proceeding, counterclaim or cross-claim brought by any of them against the other and waives the right to participate and/or be represented in any class action.  Further, any action (including any arbitration) by Customer against HCC in connection with this Agreement or any prior Agreement, or arising out of the Agreement or any prior Agreement, must be brought within one (1) year of any alleged breach of contract, tort or other alleged wrongful act.
  16. VENUE; CHOICE OF LAW: This Agreement will be governed and construed in accordance with the laws of the State of Illinois, without regard to its choice of law provisions. All proceedings relating to the subject matter will be maintained in the federal or state courts sitting in or having jurisdiction over Kane County, Illinois, which courts will have exclusive jurisdiction for such purpose.
  17. WAIVER: No waiver of a breach of this Agreement will constitute a waiver of this Agreement. Any failure or delay on the part of a Party to exercise any remedy under this Agreement will not operate as a waiver. The failure of a Party to require performance of any of the terms or conditions of this Agreement by a Party will not constitute a waiver of any of the rights under this Agreement.
  18. COMPLIANCE WITH LAWS: Both Parties represent and warrant that they are and will remain in full compliance with all requirements of federal, state and local laws, regulations, and ordinances.
  19. OTHER COMMITMENTS: Customer acknowledges and agrees that this Agreement does not alter or void any contractual or other obligation Customer may have to any other vendor of similar products or services, and that Customer has not been advised or encouraged by HCC to breach or fail to fulfill any such contract or obligation.
  20. GENERATOR: In the event the Customer is not the generator of waste (“Generator”) which is the subject of the Services, Customer shall remain responsible for Generator’s compliance under this Agreement.
  21. CONFIDENTIALITY: Each Party shall hold in confidence and not disclose to others, any confidential information disclosed to each other during the term of the Agreement.
  22. ENTIRE AGREEMENT: This Agreement represents the entire understanding between the Parties relating to the matters addressed herein and supersedes all prior agreements, whether written or oral, that may exist between the Parties. Any terms or conditions contained in any other purchase order, work order, invoice, statement, or similar document issued by Customer or any third party in connection with the Services that are inconsistent with the provisions or intent of this Agreement will be null and void.
TERMS AND CONDITIONS APPLICABLE TO PARTS WASHER SERVICE HCC will deliver to Customer one or more parts cleaners (unless the services utilize equipment owned by the Customer) for Customer’s use during the Term. HCC will at all times retain title to its parts cleaners and its solvents and aqueous cleaning solutions. HCC will have exclusive right to deliver solvent to Customer and collect the used solvent in the quantity, of the type, and on a schedule agreed upon by HCC and the Customer. In the event scheduled service is not required due to lack of use or failure to comply with any other terms of this Agreement, Customer will be responsible for one half of the standard service fee, during the time the parts cleaner(s) is in the possession of Customer. Customer will use the solvent and the parts cleaner(s) provided by HCC solely for the purpose of parts cleaning. Customer agrees that no person or business entity other than HCC will have access to, use or remove from Customer’s premises the solvent or parts cleaner(s) so provided by HCC. Customer grants to HCC the right to enter upon its property to remove the parts cleaner(s) upon Customer’s violation of any of the terms and conditions or certifications contained in this Agreement or upon the termination of this Agreement. Customer agrees to use and maintain the parts cleaner(s) and solution in a safe and proper manner. Any loss or damage to such parts cleaner(s) will be charged to Customer by HCC, including, without limitation, a service call charge of $125.00.