Hazardous Terms & Conditions
- Services; Hazardous Materials. Subject to the terms and conditions set forth in the Master Agreement, as may be requested in one or more Work Orders or Change Orders, the Contractor shall provide transportation services related to Hazardous Substances (as defined below) generated by the Customer. The Customer shall provide the Contractor with advance written notice of the proposed shipment of any Hazardous Substances. Prior to the transportation of any such Hazardous Substances, the Customer shall provide the Contractor with a current material safety data sheet or any other Hazardous Substances documentation requested or required to be prepared and provided by the Customer for the Hazardous Substances shipment. The Customer expressly acknowledges that the Contractor will not independently analyze or verify the Hazardous Substances but rather is relying exclusively on the information and materials provided by the Customer incident to the transportation services, which the Customer represents, warrants and covenants shall be true, accurate and complete in all respects. The Customer also warrants that any containers of Hazardous Substances retrieved by the Contractor will be marked, labeled, and otherwise in conformance with all applicable federal, state, and local laws and regulations. The Contractor shall have the right, but not the obligation to inspect, analyze and/or test any Hazardous Substances before performing the transportation services. The Contractor's exercise of, or failure to exercise, its right hereunder shall not operate to relieve the Customer of its responsibility or liability under this Agreement.
- Nonconforming Substances. If the Customer delivers to the Contractor or the Contractor retrieves (on behalf of the Company) any Nonconforming Substances (as defined below), the Contractor shall immediately provide notice to the Customer upon its discovery thereof. Following such notice, the Contractor may pursue one of the following courses of action: (a) the Contractor may require the Customer to immediately collect and remove part or all of the Nonconforming Substances and to transport and/or dispose of such Nonconforming Substances to a lawful place of disposition; (b) the Contractor may return the Nonconforming Substances to the Customer within a reasonable time after notice of nonconformity has been communicated to the Customer; (c) the Contractor may transport and/or dispose of the Nonconforming Substances to a lawful place of disposition; or (d) the Contractor may agree with the Customer to some mutually acceptable alternative lawful manner of disposition of the Nonconforming Substances. In all events, the Customer shall pay the Contractor its reasonable expenses and charges for retrieving, handling, loading, preparing, transporting, storing, caring for and disposing of, any such Nonconforming Substances pursuant to this Section 2. For purposes of this Agreement, the term "Nonconforming Substances" shall mean Hazardous Substances for which the Customer failed (i) to notify the Contractor that its waste to be transported is Hazardous Substances, (ii) to provide any requested documentation or materials, (iii) to provide the Contractor with access to the Hazardous Substances prior to the commencement of the transportation services, the Contractor may pursue one of the following courses of action, or Hazardous Substances that (i) do not conform to the descriptions in the applicable information or materials provided by the Customer, (ii) are not in accordance with the representations, warranties and descriptions, specifications or limitations set forth in the Contract Documents, and/or (iii) are rejected as unacceptable for disposal by the designated disposal facility.
- Transportation Services. The Contractor shall transport and deliver the Hazardous Substances to the designated disposal facility in accordance with the provisions of this Agreement, any Work Orders, any Change Orders and all applicable laws, rules, regulations, and orders, and shall deliver the Waste Materials to the designated disposal facility. The Customer shall have the sole responsibility and obligation for verifying the accuracy and completeness of the description of the Hazardous Substances contained in the work authorizations (or similar document), the quantities thereof and for determining that the packaging, labeling, marking, coding and placarding of same for shipment complies with all applicable federal, state and local laws and regulations prior to transport thereof.
- Risk of Loss. Risk of loss to all Hazardous Substances tendered to the Contractor shall pass from the Customer to the Contractor upon the Contractor's acceptance of delivery thereof but only until delivery thereof by the Contractor to the Customer's designated disposal facility, after which the Contractor shall not bear any further risk of loss. If any event resulting in death, injury, accident, property damage, environmental contamination, significant media coverage or community evacuation occurs while the Contractor performs any transportation services, the Contractor shall immediately report such matters to the Customer. Title to any Hazardous Substances shall at all times remain with the Customer. Notwithstanding the foregoing, in no event shall the Contractor have any risk of loss with respect to any Nonconforming Substances tendered to the Contractor and such risk of loss shall, at all times, remain with the Customer.
- Retrieval and Disposal Sites. The Customer shall arrange for, select, designate, and communicate to the Contractor all locations or facilities where the Contractor is to retrieve the Hazardous Substances. The Customer shall arrange for, select, designate, and communicate to the Contractor all recycling, reclamation, treatment, storage, or disposal facilities to which the Contractor is to transport the Hazardous Substances. The Customer represents and warrants that any disposal facility selected to receive the Hazardous Substances is properly permitted to receive the Hazardous Substances under applicable federal, state and local laws and regulations. In the event that the designated disposal facility rejects delivery of the Hazardous Substances, the Contractor shall immediately notify the Customer by telephone prior to taking further action. The Contractor shall then proceed only according to the Customer's instructions. The Customer agrees that it shall bear all additional costs and expenses arising from such rejection to the extent such rejection is due to causes outside of the Contractor's control and/or responsibility, including, but not limited to, (a) rejections due to the nonconformance of the Hazardous Substances to the descriptions contained in the work authorizations (or similar document) or other written instruction relating to the transportation services; (b) mishandling, mislabeling, miscoding, or improper packaging, placarding, or labeling of the Hazardous Substances; (c) failure of the Customer to properly schedule delivery with the disposal facility; (d) the violation of any applicable law, rule, regulation, or order by the Customer; or (e) any negligent or willful act or omission of the Customer in connection with the storage or loading of the equipment used in connection with the transportation services prior to any transportation services being rendered hereunder.
- Charges. In addition to the rates set forth in any Work Order or Change Order, the Contractor may charge the Customer additional amounts including (a) any fuel surcharge, fixed by the Contractor and the Customer from time to time; (b) additional equipment, materials or personnel needed to perform the transportation services; and/or (c) any amounts which the Contractor is required to pay to local, state, or federal governments or agencies by virtue of a tax, tariff, fee, surcharge, or other charge in connection with the performance of the transportation services (other than an income tax).
- Indemnification. The Customer shall indemnify, defend and hold harmless the Contractor, its affiliates, subsidiaries, directors, officers, employees, and agents from and against all losses, damages, liabilities, penalties, fines, forfeitures, demands, claims, causes of action, suits, costs and expenses, including, but not limited to, costs of defense, settlement and reasonable attorneys' fees (including, but not limited to, investigative, removal or remedial expenses in connection with contamination of or adverse effect on the environment) arising out of or in connection with: (i) any disposal facility to which the Contractor transported any Hazardous Substances; (ii) any Hazardous Substances (excluding any Nonconforming Substances) while not in the custody or control of the Contractor; or (iii) any Nonconforming Substances (irrespective of whether in the Contractor's custody or control).