1. ENVIRONMENTAL SERVICES. By purchasing Heritage LifeCycle containers and service, Customer (person or entity either purchasing the service and containers or generating the material to be recycled or disposed) is providing to Heritage, certain Universal Waste and non-RCRA regulated Materials generated at Customer’s sites for management. These items may include, but are not limited to fluorescent lamps, dry cell batteries, sealed wet cell batteries, mercury devices, unopened/unused pharmaceuticals and electronic devices (hereinafter referred to as “Materials”). Heritage will provide environmentally compliant recycling, reclamation, re-use, treatment, storage or disposal of said Materials generated by Customer. Materials will be managed by Heritage at one of the Heritage permitted treatment, storage or disposal facilities, or at one of the Heritage approved treatment, recycling, storage, or disposal facilities.
2. BILLING AND FEES. For services described in Section 1, provided by Heritage, Customer will pay Heritage an agreed upon fee, as identified on the web store front or fax-order form. Payment will be by credit card at the time of ordering. Heritage reserves the right to charge Customer’s credit card additional fees if Materials do not conform to the specific item ordered. Heritage Lifecycle containers exceeding the advertised weight will result in additional charges. Sales of items are not allowed outside of the contiguous 48 United States, and Heritage, in its sole discretion, reserves the right to discontinue the use or sale of any and all services or products. Sales of some products may not be allowed in certain states; these limitations are specified in the product descriptions.
3. MATERIALS TRANSFER AND TITLE. At the time Heritage accepts delivery of the conforming Materials at the designated Heritage, treatment, storage or disposal facility, title, risk of loss and all other incidents of Ownership to the Materials shall be transferred from Customer and vested in Heritage. In the event Materials are discovered to be non-conforming, Heritage may revoke its acceptance of the Materials. A justified revocation of acceptance shall operate to revest title, risk of loss and all other incidents of Ownership by Customer, as if title had never passed to Heritage. Materials shall be considered non-conforming, for purposes of this Agreement if they: (1) are not defined as universal waste in accordance with state and federal laws; or (2) are not in accordance with the specifications, descriptions, or limitations stated in the item description on the web storefront.
Materials discovered by Heritage to be non-conforming, if they are in Heritage’s possession, shall be prepared for lawful transportation and returned to Customer within a reasonable time after notice of revocation of acceptance has been communicated to Customer, unless within such time the parties agree to some lawful alternative manner of Materials disposition. This may also result in the notification of the US Environmental Protection Agency. Customer shall pay Heritage its reasonable expenses and charges for storing, handling, loading, transporting, preparing, and caring for non-conforming Materials returned to Customer under this paragraph.
4. CUSTOMER WARRANTIES. Customer warrants that: the Materials placed into Heritage LifeCycle containers are exactly as described on web storefront; no variation of materials has been made; customer will properly package and seal the Heritage LifeCycle containers as shown in the directions; containers will be free of damage and not exceed maximum prescribed weight (Please note: Shipping company will not pickup containers that are damaged and/or not properly sealed); containers of Materials transferred to Heritage will be labeled, marked, and otherwise be in conformance with governmental laws, regulations and orders; customer holds clear title to all Materials to be transferred and is under no legal restraint or order which would prohibit transfer of possession or title to such Materials to Heritage for storage, recycling, or disposal; customer has, and will during the term hereof, communicate to Heritage those hazards and risks learned or known by the Customer to be associated with the handling, transportation, storage, disposal, recycling, re-use and disposal of the residue of the Materials; reliance by Customer on data or information provided by other parties does not relieve Customer of its responsibilities under this section; and customer agrees not to attach the pre-paid shipping label to anything other than a Heritage LifeCycle container.
5. HERITAGE WARRANTIES. Heritage warrants that: it understands the currently known hazards which are presented to persons, property and the environment in the storage, disposal, recycling, re-use and disposal of the described Materials; it will store, arrange for the recycling and/or disposal of such Materials in full compliance with all governmental laws, regulations and orders; the approved storage, recycling and disposal facilities are licensed and permitted to store, recycle and dispose of Materials within the description of Paragraph 1, provided that Heritage receives the container within 14 months of purchase.
Customer agrees to indemnify, save, hold harmless and defend Heritage from and against any and all claims, liabilities, penalties, suits, forfeitures, and the costs and expenses incident thereto, (including costs of defense, settlement and reasonable attorneys’ fees), which may hereafter incur, become responsible for or pay out as a result of bodily injury or death to any person, destruction or damage to any property, contamination or adverse effects on the environment, or any violation of governmental regulations, laws, or orders, to the extent caused by (a) any negligent or willful act or omission of the Customer, its employees or subcontractors in the performance of this Agreement; or (b) Customer’s breach of any term or provision of this Agreement.
7. EXCUSE OF PERFORMANCE. The performance of this Agreement, except for the payment of money for services already rendered, may be suspended by either party in the event the delivery or transportation of the described Materials by Customer, or transportation, storage, disposal or recycling of such Materials by Heritage are prevented by a cause or causes beyond the reasonable control of such party. Such causes shall include, but not be limited to, acts of God, acts of war, riot, fire, explosion, accident, flood, or sabotage; lack of adequate fuel, power, raw materials, labor or transportation facilities; governmental laws, regulations, requirements, orders or actions; breakage or failure of machinery or apparatus; national defense requirements; injunctions or restraining orders; labor trouble, strike, lockout, or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgment).
8. LAW TO APPLY. The validity, interpretation, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Indiana. The Customer hereby consents to the exclusive jurisdiction of the courts of the State of Indiana and the Federal Courts, which may sit in the State of Indiana, for litigation related to this Agreement.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire Heritage LifeCycle Agreement between the parties hereto relating to described Environmental Services and supersedes any and all prior agreements, whether written or oral, that may exist between the parties regarding same and supercedes any and all terms and conditions which may be contained in any purchase orders, issued by the Customer prior or subsequent to this Agreement. No amendments, changes, alterations, or modifications of this Agreement shall be effective.
In no event shall the preprinted terms or conditions found on any Heritage or Customer purchase or work order be considered an amendment or modification of this Agreement, even if such documents are signed by representatives of both parties; such preprinted terms or conditions shall be considered null and of no effect.
Purchasing from the Heritage storefront implies Customer hereby agrees they are in agreement with said Heritage LifeCycle Program terms and conditions.