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”. The term “Parties” will refer to both HCC and Customer, and the term “Party” will refer individually to either HCC or Customer.
HCC will deliver to Customer one or more parts cleaners, including solvents and aqueous cleaning solutions (“Parts Cleaner”) for Customer’s use during the Term. HCC will at all times retain title to its Parts Cleaner. HCC will have exclusive right to deliver solvent or aqueous solution to Customer and collect the used solvent or aqueous solution 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 is in the possession of Customer. Customer will use the Parts Cleaner 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 Parts Cleaner so provided by HCC. Customer grants to HCC the right to enter upon its property to remove the Parts Cleaner 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 in a safe and proper manner, not to mix hazardous waste regulated under 40 CFR Part 261 or PCBs regulated under 40 CFR 761 in the Parts Cleaner, and expressly warrants that no waste materials tendered by Customer to HCC will exhibit a hazardous characteristic under 40 CFR 261.20-.24 or contain any PCBs. Any loss or damage to the Parts Cleaner will be charged to Customer by HCC, including, without limitation, a service call charge of $125.00.
APPLICABLE TO RECEIPT OF USED MOTOR OIL
Material tendered to HCC will meet the definition of “used oil” as defined at 40 CFR 279.1, and will meet the “used oil specifications” defined at 40 CFR 279.11. Material tendered to HCC will predominantly consist of used oil that was used for lubrication in vehicle engines and may contain smaller quantities of used oil that was used for lubrication in industrial machinery (made from primarily paraffinic base stocks). Material tendered to HCC as used oil will not have been mixed with any materials regulated under the Toxic Substances Control Act, including but not limited to PCBs or material regulated as hazardous waste under the Resource Conservation and Recovery Act. Material tendered to HCC as used oil will not include crude oil, bunker fuel, animal fats and oils, or vegetable fats and oils.
- SERVICES: The Agreement shall govern all services provided by HCC to Customer at each location identified by Customer (“Services”).
- TERM: This Agreement shall have an initial term of one (1) year from the Effective Date (“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 thirty (30) days prior to renewal. Customer’s notice must be sent to cc_law_dept@crystal-clean.com to be effective.
- TERMINATION: HCC may terminate this Agreement at any time upon thirty (30) days prior written notice to the Customer.
- ACCESS TO PREMISES: Customer grants to HCC, its employees and agents reasonable access to Customer’s premises to perform the Services.
- 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.
- INDEMNITY: CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS HCC, ITS PARENT, EMPLOYEES, AGENTS FROM AND AGAINST ANY AND ALL CLAIMS (WHETHER BROUGHT BY A THIRD-PARTY OR HCC), 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.
- 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. Any Material tendered to HCC that does not conform to the Customer’s description of the Material on the Gen Cert or the WSP, or is not properly packaged or labeled, shall be deemed non-conforming, including but not limited to, polychlorinated biphenyls (PCBs). Customer shall remain solely responsible for all Claims that result from misrepresentations about the Material. Customer shall remain solely responsible for all material received from third parties that is co-mingled with non-conforming Material received from Customer. 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. Except for non-conforming material, 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, including non-conforming material. Material that is discovered to be non-conforming may be rejected by HCC or acceptance may be subsequently revoked. Both Parties shall 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 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.
- 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.
- 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.
- MODIFICATION: The Agreement may not be altered, waived, or modified, except by an amendment signed by both Parties.
- 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 Materials.
- 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.
- NOTICES: All notices under this Agreement will be in writing and given by email or personal delivery to the Party at their addresses identified in this Agreement.
- ASSIGNMENT: This Agreement will inure to the benefit of and be binding upon all successors and assigns of the Parties.
- 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 the Parties further 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 the agreement to arbitrate,rather than litigate them before courts or other bodies, provide adequate consideration for each Party. 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.
- 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 Cook County, Illinois, which courts will have exclusive jurisdiction for such purpose.
- 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.
- 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.
- 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 Materials or services, and that Customer has not been advised or encouraged by HCC to breach or fail to fulfill any such contract or obligation.
- 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.
- 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.
- 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.
HCC will deliver to Customer one or more parts cleaners, including solvents and aqueous cleaning solutions (“Parts Cleaner”) for Customer’s use during the Term. HCC will at all times retain title to its Parts Cleaner. HCC will have exclusive right to deliver solvent or aqueous solution to Customer and collect the used solvent or aqueous solution 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 is in the possession of Customer. Customer will use the Parts Cleaner 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 Parts Cleaner so provided by HCC. Customer grants to HCC the right to enter upon its property to remove the Parts Cleaner 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 in a safe and proper manner, not to mix hazardous waste regulated under 40 CFR Part 261 or PCBs regulated under 40 CFR 761 in the Parts Cleaner, and expressly warrants that no waste materials tendered by Customer to HCC will exhibit a hazardous characteristic under 40 CFR 261.20-.24 or contain any PCBs. Any loss or damage to the Parts Cleaner will be charged to Customer by HCC, including, without limitation, a service call charge of $125.00.
APPLICABLE TO RECEIPT OF USED MOTOR OIL
Material tendered to HCC will meet the definition of “used oil” as defined at 40 CFR 279.1, and will meet the “used oil specifications” defined at 40 CFR 279.11. Material tendered to HCC will predominantly consist of used oil that was used for lubrication in vehicle engines and may contain smaller quantities of used oil that was used for lubrication in industrial machinery (made from primarily paraffinic base stocks). Material tendered to HCC as used oil will not have been mixed with any materials regulated under the Toxic Substances Control Act, including but not limited to PCBs or material regulated as hazardous waste under the Resource Conservation and Recovery Act. Material tendered to HCC as used oil will not include crude oil, bunker fuel, animal fats and oils, or vegetable fats and oils.
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