TERMS AND CONDITIONS

  1. Agreement
    • This Agreement is made between Halgan Liquid Waste Pty Ltd ABN 69 064 448 157  (“HLW”) and the Customer.
    • HLW will perform the Services described in this Agreement for the Term.
  2. Term
    • The Term of this Agreement shall be the period indicated on the front page under the heading “Term”. Where no such period is indicated on the front page under the heading “Term”, the Term of this Agreement shall be three (3) years commencing on the date indicated on the front page under the heading “Agreement Commencement”.
    • Unless otherwise agreed in writing, the Term shall be renewed on a month on month basis on the same terms and conditions set out in this Agreement until a new Contract is executed or this Agreement is terminated pursuant to clause 2 (c).
    • Either party may terminate this agreement at the end of the current Term, by giving written notice to the other party, not less than thirty (30) days and not more than sixty (60) days before the end of the Term or any Renewed Term (as the case may be).
    • HLW will only consider the Customer’s notice of termination served in accordance with clause 2(c), if at the time of service, all Charges and other amounts due and payable to HLW are paid in full.
    • The parties agree that the Services provided by HLW to the Customer in accordance with this Agreement are intended to reflect the long-term relationship between the parties.
  3. Charge and Payment
    • The Customer must pay HLW the Charges for the Services (including any additional or other charges charged to the Customer in accordance with this Agreement) by the due date specified on the invoice.
    • The Charges for the Services includes all taxes and levies other than GST. The Charges for the Services and all other amounts payable in accordance with this Agreement are expressed exclusive of GST. Where HLW makes a taxable supply to the Customer and the consideration for that supply does not expressly include GST, the Customer must also pay HLW an amount equal to the GST payable by HLW. The Customer must pay the GST amount at the same time that Customer is liable to provide HLW with consideration.
    • Clause 3(b) survives completion or termination of the Agreement (for whatever reason).
    • Charges expressed in this Agreement are for the avoidance of doubt adjustable in accordance with clause 3(f) below.
    • The Charges for Services are quoted on the basis of a regular scheduled collections run. If the Customer requires a Service at a time that does not fit a scheduled collections run or at a time other than in accordance with clause 5 of this Agreement, additional charges may be charged to the Customer.
    • During the Term, HLW may increase the Charges by giving thirty (30) days’ written notice to the Customer (“Increase Notice”).
    • The Increase Notice will specify the increase to the Charges in dollar figures.
    • Where the Customer is served with an Increase Notice, the Customer shall be deemed to have accepted that increase to the Charges and the Agreement shall be deemed to be amended to reflect such increase to the Charges unless the Customer, within fourteen (14) days of being served with the Increase Notice, gives thirty (30) days’ notice of its intention to terminate this Agreement.
    • Unless otherwise agreed in writing:
      • any increase in the Charges as notified in the Increase Notice will take effect from the date indicated in the Increase Notice; and
      • the Customer be liable for paying the Charges as increased by the Increase Notice for the Services as and when such Charges fall due and payable.
    • In circumstances where HLW serves an Increase Notice on the Customer, HLW agrees to consider any price offered to the Customer in writing by a bona fide competitor of HLW to perform the exact same Services (“Bona Fide Offer”). For the purposes of this clause, a Bona Fide Offer is an offer from a competitor’s regular price list provided in writing on a competitor letterhead and excludes any specials or discounted offers and offers that are uncommercial, predatory, or under-cost. HLW shall be under no obligation to match any Bona Fide Offer or decrease its Charges.
    • In addition to HLW’s right to adjust the Charges in accordance with clause 3(f) of this Agreement, additional charges may be applied and charged to the Customer at the discretion of HLW regarding:
      • changes in the nature, type, weight or density of the Trade Waste;
      • changes in the Site or access to the Site which cause HLW to incur additional expense;
      • for the removal of Non-Accepted Waste; and
      • for the collection of liquid waste to and from the Site during the Term and at the expiry of the Term.
    • The Customer acknowledges that the Services may be suspended by HLW if payment is not received by the due date or the Customer is otherwise in arrears of its payment obligations under this Agreement.
    • The Customer acknowledges that charges will apply to cover expenses associated with HLW’s recover of any overdue amount, including but not limited to administration fees, legal costs, equipment hire fees and equipment capital return.
    1. Performance of Services
      • The parties agree that the Services will not be performed on a weekend or a public holiday.
      • The Customer acknowledges that HLW will not perform the Services in any of the following circumstances:
        • if HLW cannot safely access the Site of the grease trap(s);
        • if HLW does not provide Services to the area in which the Customer’s Site is located;
        • if there is insufficient space on the Site for HLW to perform the services;
        • if the grease trap(s) appears damaged or broken ;
        • if the Customers has not paid the Charges;
        • if the Customer is in breach of this Agreement; or
        • if HLW is prevented from performing the Services by circumstances beyond HLW’s reasonable control (including but not limited to environmental disaster or industrial action)
    1. Collection Notification and Minimum Service
      • Subject to clause 5(b) below, the Customer directs HLW to perform the Services on the frequency detailed under the heading “Service Details” on the front page on the days determined by HLW from time to time in its discretion;
      • HLW will use all reasonable endeavours to perform the Services on the frequency agreed in accordance with this Agreement;
      • In the event that HLW is unable to perform the Service at the frequency or agreed time, HLW will perform the Service within a reasonable time thereafter.
      • The Customer releases HLW from any cost or loss resulting to the Customer in connection with HLW failing to perform the Service at the agreed time.
    1. Cancellation and Termination
      • HLW may at its discretion terminate the Agreement immediately and without notice if:
        • the Customer is in Serious Breach of this Agreement; or
        • the Customer becomes bankrupt or goes into liquidation or makes any assignment arrangement or composition with creditors of the Customer on the happening of the event.
      • If:
        • payment is not received by the due date or the Customer is otherwise in arrears of its payment obligations in accordance with this Agreement;
        • in HLW’s opinion the grease traps (s) is being used for a purpose contrary to law or this Agreement; or
        • HLW has received notice that the grease trap(s) has been placed on a Site without the Customer having first obtained appropriate permission in accordance with clause 12(c) of this Agreement,
          then HLW may suspend the Service forthwith and without notice.
      • If HLW suspends the Service in accordance with clause 6(b), it may terminate the Agreement forthwith and without further notice after having served the Customer with notice of its breach of the Agreement and allowing for the Customer 7 days within which to rectify its breach to the standard determined by HLW at its discretion.
      • In the event of termination of the Agreement in accordance with clause 6(a) or (c), HLW may retrieve its Equipment at any time from the Site or the location of the Equipment acting reasonably.
      • The Customer may terminate this Agreement in accordance with clauses 2(c) and 3(h).
      • Notwithstanding any other clause in this Agreement, the Customer may terminate this Agreement for Serious Breach or misconduct of HLW, by giving written notice to HLW.
      • If:
          • the Customer is in Serious Breach of this Agreement or repudiates this Agreement; or
          • HLW terminates this Agreement for any of the reasons contemplated by clause 6(a) or (c) of this Agreement;

        HLW shall be entitled to damages equivalent to its forecasted profit for the 90 (ninety) days immediately following termination which HLW would have received as a benefit arising from the Customer’s performance of the Agreement had the Agreement not been terminated (in the event that the termination date is less than 90 days from the expiration of the Term, then the number of days remaining in the Term will be used). For the purposes of this calculation, forecasted revenue shall be equivalent to the Customer’s average monthly charge for the 12 months prior to the termination date. In the event that the commencement date of this Agreement is less than 12 months before the termination date, the average monthly charge from commencement will apply. Any period during which HLW suspends the Service pursuant to this Agreement will not be taken into account for the purpose of calculating the Customer’s average monthly charge.

      • The formula in clause 6(g) of this Agreement for the calculation of damages is agreed by both parties to result in a genuine pre-estimate of HLW’s damages and is therefore not a penalty at law.
      • If for any reason the provisions of clauses 6(g) and/or 6(h) of this Agreement are held by any court of competent jurisdiction to be unenforceable (“Court Determination”), the parties agree that HLW shall be entitled to damages notwithstanding the Court Determination and such damages shall be calculated and determined without regard to the provisions of clauses 6(g) and/or 6(h) of this Agreement.
    1. Ownership
      • The Customer acknowledges that HLW’s Equipment remains HLW’s property at all times and shall at all times be deemed by the parties as chattels and not fixtures as those terms are defined at law.
    1. Delays
      • The Parties agree that, if at the fault of the Customer, HLW’s service vehicle is delayed on the Site due to lack of access to the grease trap(s), or for any other reason, a charge of $25.00 plus GST per 15 minutes of waiting time will apply (“Waiting Fee”). The Waiting Fee shall be charged to the Customer as an additional charge.
    1. Ground Surface
      • The Customer warrants that the ground surfaces traversed by HLW vehicles are suitable for the purpose and acknowledges HLW will not be liable for any damage resulting except in case of gross negligence by HLW.
    1. Weight
      • The Customer acknowledges and agrees that the volume of the grease trap serviced shall not exceed the agreed volume unless otherwise agreed under the heading “Service Details” on the front page. Where no allowable volume is specified on the front page, the Customer acknowledges and agrees that the volume of the Liquid Waste in any one service shall not exceed 2,000 Litres. HLW may in its discretion refuse to collect the Liquid Waste if it is not within the allowable weight. Alternatively, if HLW elects to collect any grease trap in excess of the allowable weight (“Overweight Grease Trap”), HLW may charge the Customer a reasonable amount for the collection of the Overweight Grease Trap and the Customer must pay such amount in accordance with clause 3(a) of this Agreement.
    1. Waste
      • The Customer will not contaminate the Grease Trap Waste with any Non-Accepted Waste or place any Non-Accepted Trade Waste into the Grease Trap(s).
      • HLW will only collect the Trade Waste. If the Waste has been contaminated with Non-Accepted Waste or Non- Accepted Waste has been otherwise placed in the grease trap (s), HLW may:
        • not collect the contaminated Trade Waste and ask the Customer to remove the Non-Accepted Waste from the grease trap(s);
        • not collect any Trade Waste from a grease trap which contains Non-Accepted Waste; or
        • collect the Non-Accepted Waste and charge the Customer an additional fee for the transport and disposal of the Non-Accepted Waste.
      • A Trade Waste becomes HLW’s property once the Trade Waste has been collected from the grease trap(s) by HLW.
      • The Customer will use best endeavours to ensure the grease trap is in workable condition and not overfill the grease trap (s) above the allowable limit or neglect to service the grease trap in accordance with the requirements of the local water authority.
      • If the Customer needs Non-Accepted Trade Waste collected, the Customer must contact HLW to arrange a special collection.
      • For the avoidance of doubt, title and risk in any Non-Accepted Waste remains with the Customer until it is deposited to a waste facility that is legally authorised to accept such Non-Accepted Waste.
    1. Site
      • HLW will rely on the information the Customer provides in respect of the Site.
      • The Customer must ensure that there is unobstructed and safe access for HLW to perform the Services at the Site.
      • The Customer is solely responsible for obtaining permission from the relevant person, entity or authority (i.e. Council, Body Corporate/Strata Manager).
    1. Liability and Indemnity
      • To the maximum extent permitted by law, the Customer shall be responsible for and indemnify HLW from and in respect of liabilities, claims, damages, actions, costs and expenses which may be incurred by HLW as a result of or arising out of any breach by the Customer of any of the terms, warranties, covenants and conditions of the Agreement.
      • HLW shall not be liable to the Customer as a result of any loss, damage or injury caused or contributed to by any grease teap or other equipment not supplied by HLW.
      • HLW shall not be liable to the Customer for any consequential loss, or loss caused or contributed to by the Customer or people associated with Customer such as employees, contractors or the Customer’s clients.
      • Unless contrary to law, the liability of HLW (if any) to the Customer will be limited at HLW’s discretion, to either: i. re-supply of the Services; or ii. a payment equivalent to the value of the damage as determined by HLW.
      • The Customer will be responsible for and indemnify HLW for any loss or damage to HLW’s property, Equipment or trucks(s) occasioned as a result of or in connection with the performance of the Services.
      • The Customer indemnifies HLW against any claim or action which may be bought against HLW, its employees, agents or sub-contractors in respect of personal injury or death of any person and for any other claims whatsoever made against HLW as a result of or in connection with the performance of the Services.
      • To the maximum extent permitted by law, the Customer shall indemnify HLW in respect to all claims, suits, and demands for damages caused directly or indirectly to any person or property (including the Customer) by, or in connection with, the use or operation of Equipment.
    1. General
      • The Customer acknowledges that HLW may assign or novate its rights and obligations under this Agreement subject to the Customer’s consent which shall not be unreasonably withheld.
      • The Customer acknowledges that HLW may engage sub-contractors to perform the Services in accordance with this Agreement.
      • On the prior written consent of HLW, the Customer may assign or novate its rights and obligations under this Agreement.
      • This Agreement may be varied by the written agreement of the parties.
      • The Customer warrants that it had the opportunity to consider and negotiate the terms of this Agreement prior to entering this Agreement.
      • This Agreement is subject to the laws of New South Wales and the parties submit to the jurisdiction of the Courts of New South Wales.
      • This Agreement contains the entirety of the Agreement between HLW and the Customer and supersedes any previous Agreement or statement.
      • Any provision of this Agreement which is void, illegal or otherwise unenforceable will be severed to the extent permitted by law without affecting any other provision of this Agreement.
      • The Customer will not make any press or other public announcements or releases relating to this Agreement or the Service without prior written consent of HLW.
      • If the person signing this Agreement is doing so on behalf of the Customer which is a corporation or other entity, that person hereby warrants that he/she is duly and legally authorised to execute and enter into this Agreement on behalf of the Customer.
      • No amendment or variation of this Agreement is valid or binding unless made in writing executed by the parties.
      • In this Agreement, the following words have the following meaning:
        • Agreement means this document including the front page of this document titled “Service Agreement”;
        • Grease Trap or Grease Trap(s) means the grease trap located on Site and specified by the Customer;
        • Charges means the fees, charges and additional charges that are paid to, or are due to HLW in accordance with this Agreement;
        • Customer means the party named as the Customer under the heading “The Customer” on the front page;
        • Equipment means any equipment supplied or utilised by HLW in performing the services;
        • Initial Term means the Term of the Agreement referred to in clause 2(a);
        • Non-Accepted Waste means contaminated Trade Waste.
        • Renewed Term means any Renewed Term of the Agreement in accordance with clause 2(b);
        • Serious Breach means any of the following:
          • a repudiation of the contract;
          • a breach of an essential term of the contract; or
          • a serious breach of a non-essential term which substantially deprives the innocent party of the benefit of the contract;
            as these terms are defined at common law.
        • Service(s) means the collection and disposal of the Trade Waste (greasy oils, fat burgs and food sediment) built up in the grease trap on the Site;
        • Site means the location specified by the Customer for the location of the grease trap (s) and the performance of the Services under the heading “Service Address” on the front page;
        • Term means the duration of the Agreement;
        • Waste means the liquid trade waste types (excluding Non-Accepted Waste) required by the Customer and approved by HLW for collection and disposal and specified on the front page;
        • HLW means Halgan Liquid Waste Pty Ltd (ABN 69 064 448 157 ).

    By ticking this box, the Customer confirms they have read and agree to the Terms and Conditions set out in this agreement