Green America Recycling, LLC – Standard Terms and Conditions Rev: 2011
The following terms and conditions shall apply to all contracts for the disposal of hazardous waste
and materials by Green America Recycling, LLC (CONTRACTOR) except to the extent that
CONTRACTOR agrees, in writing to other terms and conditions. Any arrangement for the
disposal of any hazardous waste or materials at CONTRACTOR’S quoted prices constitutes an
agreement to the following conditions:
1. Definitions: For purposes of this Agreement, various terms are defined as follows:
a. The term “Hazardous Waste” means hazardous, special or other waste for which Contractor is
providing disposal services, or any toxic or radioactive substances, as such terms are defined by
applicable federal, state, provincial or local laws or regulations.
b.The term “non-conforming waste(s)” means waste material(s) which are not in accordance with
the representations, warranties, descriptions, specifications or limitations set forth in this
Agreement, and/or a Profile Sheet.
c. The term “Profile Sheet” means the Waste Profile Sheet.
d.The term “Special Waste” includes the following: all treated/de-characterized (formerly
hazardous) wastes; polychlorinated biphenyl (“PCB”) wastes; industrial process wastes; asbestos
containing material; chemical containing equipment; demolition debris; incinerator ash; medical
wastes; off-spec chemicals; sludges; spill clean-up wastes; underground storage tank soils; and
wastes from service industries.
e. The term “waste material ” means all Hazardous Waste, and Special Waste to be handled by
CONTRACTOR pursuant to this Agreement.
2. Scope of Work: CONTRACTOR agrees to provide all necessary services, supervision, and
incidentals required to manage waste material at CONTRACTOR’S facility located in
Hannibal, Missouri, subject to the CONTRACTOR’S right to ship the waste, with the
CONTRACTOR as the generator, under a new Hazardous Waste Manifest. Such services
shall include sample pre-qualification, inspection of waste material, preacceptance analysis of
incoming shipments, and all necessary equipment, manpower, materials, supervision and
management to handle such waste material. All waste materials must be preapproved by
CONTRACTOR prior to shipment in accordance with CONTRACTOR’S permitted Waste
The Customer understands that each contract may have different obligations with respect to the
cleaning of transportation vessels, including rail cars, tanker trailers, totes and drums. If this
contract includes the cleaning of such vessels, the Customer understands that CONTRACTOR will
use its best efforts to remove all materials from any transportation vessel in which the materials
were shipped, so that the vessel would be considered RCRA empty within the meaning of that Act
and its implementing regulations. However, the Customer acknowledges that after the removal of
material from a transportation vessel, some residual material may remain and due care should be
taken by the Customer in inspecting such vessel. Unless the Customer notifies CONTRACTOR
immediately that it believes that the vessel is not cleaned in a satisfactory manner, it waives any
and all claims it may have against CONTRACTOR for the cleaning of such vessel.
In the event that CONTRACTOR has not been retained to provide any cleaning of the
transportation vessels, then it makes no warranty that all material has been removed and the
Customer is solely responsible for the final cleaning of any vessel in which the materials were
shipped to CONTRACTOR. Customer releases CONTRACTOR from any liability resulting from
the failure of CONTRACTOR to clean such vessel.
3. Characteristics of Waste Material: The waste material shall be deemed to be acceptable to
CONTRACTOR when it is proved to meet the parameters of the Profile Sheet. Such proof
will be established after the completion of an acceptance analysis for each shipment of waste
material by CONTRACTOR’S laboratory located at the Hannibal, Missouri facility, which
acceptance analysis will be performed as soon as is practical upon arrival of any shipment of
waste material hereunder.
Customer agrees to notify CONTRACTOR of any significant changes to their processes, pretreatment,
or any other chemical or physical changes to the waste material, which may deem
the waste non-conforming according to the established Profile Sheet.
Non-conforming waste material shall be deemed to be waste material, which arrives at
CONTRACTOR’S facility and fails the acceptance analysis comparison outlined above. Any
shipments that do not meet acceptance requirements will be returned to Customer at
Customer’s expense. However, CONTRACTOR agrees to notify Customer verbally as soon
as practical after the completion of the acceptance analysis, and agrees to provide assistance
to Customer in finding an alternate site for disposal.
4. Title to Waste Materials: Title to the Waste Materials shall remain with the Customer and
Customer warrants and represents that it has title to all said waste material hereunder free and clear
of any encumbrances.
5. Permitting and Reporting Requirements: CONTACTOR shall maintain the appropriate
permits to handle waste material in accordance with all federal, state, and local laws and
regulations. Customer shall be responsible for completing any quarterly or annual reports for
federal and state agencies that are related to Customer’s handling of Customer’s waste
material. CONTRACTOR shall, if requested, provide assistance and support to Customer in
completing these documents. Customer will ensure that all permits, licenses, certificates or
approvals required to be held by Customer for compliance with applicable laws and
regulations have been obtained, for any and all vehicles and containers provided by, or
arranged for by Customer in the performance of this Agreement.
6. Records Retention: CONTRACTOR shall retain all records associated with the
performance of services under this agreement as required by law, or in accordance with
CONTRACTOR’S records retention policy, whichever is greater.
7. Indemnification Obligation:
a. CONTRACTOR agrees to indemnify, save harmless and defend Customer, to the extent
of CONTRACTOR’S insurance coverage, from and against any and all liabilities,
penalties, forfeitures, suits, losses, damages and costs and expenses (including costs of
defense, settlement, and reasonable attorney, consultant, or other professional fees and
the reasonable costs of investigation, containment, and cleanup), which Customer may
hereafter incur, become responsible for, or payout as a result of death or bodily injury to
any person, destruction or damage to or loss of use of any property, contamination of or
adverse effects on the environment, or any violation of governmental laws, regulations,
or orders, to the extent caused by the negligence or intentional misconduct of
CONTRACTOR, its employees, agents, representatives or subcontractors in the
performance of the Agreement, provided that such indemnification shall not apply to the
extent such liabilities result from Customer’s negligence or intentional misconduct, or
non-conforming waste materials furnished by Customer or from a breach of the
Agreement by Customer.
b. Customer agrees to indemnify, save harmless and defend CONTRACTOR from and
against any and all liabilities, penalties, forfeitures, suits, losses, damages and costs and
expenses (including costs of defense, settlement, and reasonable attorney, consultant, or
other professional fees and the reasonable costs of investigation, containment, and
cleanup), which CONTRACTOR may hereafter incur, become responsible for, or payout
as a result of death or bodily injury to any person (including the employees of each party
hereto and the employees of their contractors and subcontractors), destruction or damage
to or loss of use of any property, contamination of or adverse effects on the environment,
or any violation of governmental laws, regulations or orders, to the extent caused by the
negligence or intentional misconduct of Customer, its employees, agents, or
subcontractors in the performance of the Agreement, provided that such indemnification
shall not apply to the extent such liabilities result from CONTRACTOR’S negligence or
intentional misconduct by CONTRACTOR or its subcontractors, or from a breach of the
Agreement by CONTRACTOR.
c. Notwithstanding any other provisions contained herein, in no event will either party be
responsible to the other for any incidental, indirect or consequential damages (including loss
of profits), or punitive damages.
8. Terms of Payment: Upon approval of Customer’s credit, all invoices will be due at net not later
than the last business day of the month following shipment. Any amounts unpaid after the last day
of the month following shipment will bear interest from the first day of the second month
following shipment until paid at an annualized rate of 18%. Customer shall make such
arrangements for payment as CONTRACTOR shall from time to time require and
CONTRACTOR may suspend processing until such arrangements are made. If Customer
fails to comply with terms of payment, or with any of the other terms of sale,
CONTRACTOR reserves the right to cancel unfilled portion of any contract or order, without
notice, Customer remaining liable for all unpaid accounts. If, at any time financial
responsibility of the Customer becomes impaired or unsatisfactory to CONTRACTOR, cash
payment or security satisfactory to CONTRACTOR may be required in advance of shipment.
Each shipment shall be considered a separate and independent transaction and payment
therefore shall be made accordingly. In addition to the foregoing, Customer agrees to pay to
CONTRACTOR all costs and expenses incurred by CONTRACTOR in connection with the
collection and enforcement of these terms and conditions or any past or future invoice from
CONTRACTOR to Customer, including but not limited to expenses, court costs and
attorneys’ fees, irrespective of whether or not any suit has been commenced.
9. Taxes, Duties, Fees: Customer agrees to and accepts full and exclusive liability for the
payment of any and all taxes, duties, fees and any other costs now or hereafter imposed by
any federal, state or local government authority which are imposed with respect to the
generation, transport, import to the State of Missouri or export by Customer of conforming
waste material delivered to CONTRACTOR.
10. Insurance: Customer shall maintain the following insurance: Workers’ Compensation and
Employers’ Liability Insurance coverage as is required by applicable law; Comprehensive
General Liability (bodily injury and property damage) Insurance coverage with limits of not
less than Five Million ($5,000,000) Dollars combined single limit per occurrence;
Automobile Liability (Bodily Injury and Property Damage) Insurance of not less than One
Million ($1,000,000) Dollars combined single limit per occurrence, on all owned, non-owned,
and hired vehicles; Customer shall itself have or shall require contractors which may perform
services for it relating to the transportation and hauling of Materials to the Facility
(“Transportation Contractors”) to maintain general liability and automobile liability insurance
of not less than Five Million ($5,000,000) Dollars combined single limit. Customer shall
require that CONTRACTOR be named as an additional insured on all policies of insurance
maintained by Customer or Customer’s Transportation Contractors. CONTRACTOR shall
maintain the following insurance: Workers’ Compensation/Employers’ Liability Insurance as
required by applicable law; Comprehensive General Liability (Bodily Injury and Property
Damage) Insurance with limits of not less than Five Million ($5,000,000) Dollars combined
single limit per occurrence; Automobile Liability (Bodily Injury and Property Damage)
Insurance of not less than One Million ($1,000,000) Dollars combined single limit per
occurrence, on all owned, non-owned, and hired vehicles. Upon request, a party shall provide
certificates or other documentary evidence of the above insurance. The above insurance shall
include a requirement that the insurer provide thirty (30) days written notice prior to the
effective date of any cancellation or material change of such insurance. These policies will
remain in effect during the initial term and any renewal terms of this Agreement.
11. Force Majeure: Neither Customer nor CONTRACTOR shall be liable for loss or damage
due to any delay or failure in processing waste fuel hereunder because of (1) the compliance
with any order, request, or control of any governmental authority or persons purporting to act
therefore, provided, however, that any such order, request or control is not the result of either
party failing to comply with applicable laws, permits and regulations or (2) when and so long
as the operations contemplated hereunder are interrupted, prevented, or delayed because of
acts of God, war hostilities, public disorders, acts of enemies, strikes, lockouts, labor or
employment difficulties, fires, explosions, breakage of machinery, or any cause beyond its
reasonable control, whether or not similar to any of the foregoing, the interference with the
purpose of this Agreement. If there is any delay or failure in processing waste material
hereunder for such cause or causes, Customer or CONTRACTOR, as the case may be, shall
promptly notify the other of the estimated duration of the delay or failure. In the event either
party finds it necessary to avail itself of the foregoing force majeure provisions, this
Agreement shall not be extended thereby. The affected party shall use all reasonable good
faith, diligence, and efforts to remove the force majeure as quickly as possible provided,
however, there is no obligation to settle strikes, lockouts, or other labor difficulty by the party
involved, contrary to its wishes.
12. Termination of Agreement: In the event that either party shall fail to perform any of its
obligations hereunder and shall fail to remedy such default within fourteen (14) days after
written notice thereof has been given, the non-defaulting party may terminate this Agreement
with no further obligation or liability, at its option, by giving written notice to the defaulting
party. Any such termination by the non-defaulting party shall be in addition to, and not in
lieu of, any other legal or equitable remedies, which may be available to it because of default.
Either party may terminate this Agreement by giving sixty (60) days advance written notice to
the other party by personal in-hand delivery or by certified mail return receipt requested to the
13. Assignment: Except as provided in Paragraph 2, the terms and conditions of this Agreement
shall not be assigned to any third party or to the successors of either party without the express
written consent of Customer or CONTRACTOR. Such consent shall not be unreasonably
14. Governing Law: This Agreement shall be governed by the laws of the State of Missouri
without giving effect to principles of conflicts of law.