Terms and Conditions
AW Site Services LLC, a Delaware Corporation (the “Contractor”) provides these terms and conditions that apply to the Customer’s use of the equipment and services provided or offered now or in the future by the Contractor (the “Agreement”). Any terms in any agreement or other documentation that are in addition to or inconsistent with the Agreement are rejected by the Contractor and will have no effect.
Customer represents and warrants that Customer has the right, authority, and capacity to enter into legally binding agreements in an individual capacity or on behalf of an entity, and agrees that any agreement under these terms and conditions constitutes a valid agreement in Customer’s individual capacity or on behalf of an entity.
Customer represents and warrants that Customer has read the Agreement in its entirety and by clicking “I Accept” or otherwise accepting through any other reasonable means, electronic or otherwise, agrees to be bound by the Agreement.
1.1. “Applicable Environmental Laws” means regulations enacted by the Environmental Protection Agency or any State Agency pursuant to the Resource Conservation and Recovery Act of 1976, as amended from time to time, or applicable State law.
1.2. “Authorized Site” means the area of land, property, site, structure or location authorized by the Customer for installation of the Equipment.
1.3. “Sub-contractor” means third party service providers, their employees, associates, affiliates, assigns, licensees and other authorized individuals that the Contractor may engage from time to time to deliver or collect Equipment, Replacement Equipment and waste, and provided such other services within the Contractor’s discretion.
1.4. “Delivery Date” means the date, on which the Equipment is delivered or installed at the Authorized Site.
1.5. “Equipment” means the roll-off dumpster and any of its parts or components provided by the Contractor or its Sub-contractors pursuant to this Agreement for the storage of waste material.
1.6. “Operational Failure” means failure of the Equipment to operate due to a defect in material, or workmanship, or normal wear and tear that occurs through the safe and appropriate operation of the Equipment.
1.7. “Prohibited Waste” means any waste fitting the descriptions listed in Section 3.3 of this Agreement.
1.8. “Replacement Equipment” means equipment of like, kind and quality with comparable features and functionality to the Equipment which Contractor provides to the Customer in exchange for the Equipment
2. Delivery. On the Delivery Date, Contractor will use its reasonable efforts to deliver the Equipment to the Customer at the Authorized Site. Customer shall be responsible for ensuring an appropriate location for the Equipment at each Authorized Site. Customer shall be responsible for ensuring that the Authorized Site and any right of way required to access the Authorized Site is free of obstructions, debris or any other hazardous conditions that may prevent delivery of the Equipment, damage the Equipment or cause harm to Contractor or Contractor’s vehicle delivering the Equipment. If the Contractor is unable to deliver the Equipment through reasonable efforts, the Customer will be notified and additional attempts to deliver the equipment can be scheduled. If Contractor was unable to deliver as a result of the acts or omissions of the customer, every additional attempt to deliver the Equipment will be scheduled for a rescheduling fee of a maximum amount of $150 per attempt to be paid by Customer.
3. Equipment Use.
3.1. Use by Customer. While Equipment is in the possession of Customer or located at the Authorized Site for Customer’s use, Customer shall:
3.1.1. Use the Equipment for waste storage purposes only;
3.1.2. Refrain from filling the Equipment past its capacity;
3.1.3. Refrain from filling the Equipment past its maximum weight limit;
3.1.4. Refrain from incinerating or composting waste in the Equipment;
3.1.5. Maintain the cleanliness of the equipment;
3.1.6. Provide for the safekeeping of the Equipment; and
3.1.7. Instruct its employees, affiliates, contractors, consultants or other authorized users to use the Equipment pursuant to the terms of this Agreement.
3.2. Inability to Use. If Customer is unable to use the Equipment as contemplated by this Agreement due to an Operational Failure of the Equipment, Customer will notify the Contractor, and the Contractor will remove the Equipment from the Authorized Site and deliver any Replacement Equipment using commercially reasonable efforts to the Authorized Site, at no additional cost to Customer. Any removal of Equipment and delivery of Replacement Equipment will be conducted pursuant to Section 2 above.
3.3. Prohibited Uses. Customer shall not use the Equipment to store waste that is:
3.3.1. Hazardous as defined by Applicable Environmental Laws;
3.3.2. Flammable as defined by Applicable Environmental Laws;
3.3.3. Explosive as defined by Applicable Environmental Laws;
3.3.4. Toxic waste as defined by Applicable Environmental Laws;
3.3.5. Corrosive; as defined by Applicable Environmental Laws;
3.3.6. Industrial waste;
3.3.8. Biomedical (including, but not limited to, sharps, medical devices, and infectious biological material);
3.3.9. Chemical Waste;
3.3.11. Refrigerants (e.g. freon)
3.3.12. Appliances containing freon (e.g. refrigerators, air conditioners);
3.3.13. Hot water heaters and tanks
3.3.14. Paints, oils and varnishes;
3.3.15. Inks and resins;
3.3.16. Motor oil and other automobile fluids;
3.3.18. Cleaning Products, including household cleaners;
3.3.19. Any liquids whether contained or otherwise;
3.3.21. Fuel tanks;
3.3.22. Vehicle batteries and tires;
3.3.23. Railroad ties;
3.3.24. Animal carcasses of any kind;
3.3.25. Contaminated soil and absorbents; or
3.3.26. Otherwise known to be prohibited by law or injurious or deleterious to the environment, human beings, or other species or damaging to the Equipment;
In addition to the list above, different municipalities may have additional restrictions on the types of waste that are prohibited from being placed in roll-off dumpsters or disposed of at waste disposal sites. It is the Customer’s sole responsibility to ensure the waste being placed in the Equipment comply with the laws and rules of Customer’s municipality.
3.4 Permits. If Equipment is to be delivered or the Authorized Site lies on public property, public road, or public lot, Customer may be required to obtain a permit for the placement of the Equipment from the local municipality. It is the Customer’s sole responsibility to obtain any required permits and pay any required fees or fines related to the required permits.
4. Charges for Prohibited Waste. Customer shall be liable for the entirety of any reasonable costs incurred by the Contractor in properly disposing of any Prohibited Waste and cleaning the Equipment to remove any traces of the Prohibited Waste.
5. Charges for damage to Equipment. Customer shall be liable for the entirety of reasonable costs incurred by the Contractor or its Sub-contractor for repairs to or replacement of Equipment due to damage caused by the use, operation or possession of the Equipment by Customer, whether negligent or otherwise, except for normal wear and tear.
6. Collection of Waste.
6.1. Contractor shall use reasonable efforts to collect the waste disposed in the Equipment in accordance with Section 15.3 of this Agreement, on the later of (i) the date of termination of this Agreement; (ii) the completion of the Initial Term (as defined in Section 13); or (iii) the completion of any subsequent Renewal Term (as defined in Section 13).
6.2. Customer is solely responsible for ensuring Contractor and Contractor’s vehicles have access to the Equipment pursuant to the terms contained in Section 7 of this Agreement. If Equipment is obstructed so as to prevent collection of waste by the Contractor, Customer will be notified and one additional attempt to collect waste shall be made by the Contractor, at no charge to the Customer. Any further attempts to collect waste will incur additional service fees to be paid by Customer.
7. Provision of Passage. In order to deliver the Equipment Contractor’s vehicles require [twenty-five (25)] feet of vertical clearance and [sixty-five (65)] feet of horizontal clearance in a straight line. Customer shall be solely responsible for ensuring Contractor and Contractor’s vehicles have unobstructed access to the Equipment, including but not limited to:
7.1. ensuring there is reasonable line of sight to the Equipment at the Authorized Site;
7.2. ensuring Contractor or Contractor’s vehicles have reasonable clearance from near-by structures, fixtures, fencing, vehicles, trees, landscaping, animals, slopes, bodies of water, or other potential sources of interference; and
7.3. ensuring any roadway, trail or structure that Contractor or Contractor’s vehicle may need to traverse in order to access the Equipment are of sufficient dimensions and strength to support the stresses of such crossing.
8. Ownership of Equipment. All equipment furnished by the Contractor for use by Customer shall remain the property of the Contractor. All Equipment is to be returned to the Contractor or its Sub-contractor in the condition it was received, except for normal wear and tear. Customer shall refrain from modifying (including, but not limited to, painting), moving, transporting or otherwise relocating the Equipment while in Customer’s possession. Customer may request relocation of the Equipment by submitting a written request to the Contractor. Contractor shall use reasonable efforts to relocate the Equipment at the Authorized Site per Customer’s request within five (5) business days of receiving such written request.
9.1. Customer agrees to defend, indemnify, and hold harmless the Contractor from any and all claims, lawsuits, and liability arising under Local, State, or Federal Laws and Regulations related to the protection of the environment, including, but not limited to, the Resource Conservation and Recovery Act of 1976, as amended from time to time, or applicable State law, related to Customers use or possession of the Equipment.
9.2. Customer agrees to defend, indemnify and hold harmless the Contractor from any and all claims, lawsuits and liability for injury to persons or damage to property related to use or possession of the Equipment by Customer or a breach of this Agreement by Customer.
9.3. Customer agrees to defend, indemnify and hold harmless the Contractor from any and all claims, lawsuits and liability for injury to persons or damage to property related to filling the Equipment past its maximum fill capacity or weight limit.
9.4. Customer agrees to defend, indemnify and hold harmless the Contractor from any and all claims, lawsuits and liability for injury to persons or damage to property related to any and all waste stored in the Equipment, whether negligent or otherwise, whether on Customer’s property or elsewhere, whether initiated by any private or public parties or State or Federal Regulatory or Law Enforcement Agencies.
9.5. Customer acknowledges that Contractor engages Sub-contractors to perform certain services including, but not limited to, delivery and collection of Equipment and Replacement Equipment and collection of waste from the Equipment. Accordingly, Customer agrees to defend, indemnify and hold harmless the Contractor from any and all claims, lawsuits and liability for injury to persons or damage to property related to services provided by Sub-contractor whether negligent or otherwise.
9.6. Customer acknowledges that the Equipment or waste stored in the Equipment may attract trespassing persons and animals. Accordingly, Customer agrees that Customer is solely responsible for excluding such trespasses by persons or animals and will defend, indemnify and hold harmless the Contractor from any and all claims, lawsuits and liability for injury to persons or damage to property caused by such trespassing persons and animals, including any claims, lawsuits and liability for attractive nuisance, as defined under applicable State laws.
9.7. Customer agrees to defend, indemnify and hold harmless the Contractor from any and all claims, lawsuits and liability for injury to Contractor or damage to Contractor’s vehicle or equipment related to use, or possession of Equipment, filling the equipment past its maximum fill capacity or weight limit, location of Equipment, or provision of right of way to Equipment by Customer, whether negligent or otherwise.
9.8. Customer agrees to defend, indemnify and hold harmless Contractor from any and all claims, lawsuits and liability arising out of the unauthorized use by the Customer or its employees, associates, affiliates, and other related individuals of Contractor’s website and web services, including, but not limited to, introduction of viruses, malware, spyware, or digital backdoors, active or passive monitoring or collection of information, and electronic intrusion, misappropriation, theft or copying of Contractor’s data and any and all personal or payment information.
10. Payment by Customer. Customer shall pay an upfront fee for the rental and use of the Equipment. Customer shall receive an invoice from the Contractor, upon the termination of this Agreement, for any additional services provided by the Contractor, including any additional charges for additional deliveries pursuant to Section 2, reasonable charges for disposal of prohibited waste pursuant to Section 4, repairs or replacement of Equipment pursuant to Section 5, additional collections pursuant to Section 6 and any other charges related to maintenance and cleaning of Equipment. Customer shall pay to the Contractor all charges listed on the invoice within ten (10) days of the date of such invoice, without further demands from the Contractor. Any outstanding amount due after ten (10) days from date of invoice shall incur a late payment fee of twenty-five Dollars ($25).
11. Rate Adjustment. Customer agrees that Contractor may, without providing notice to Customer, invoice the Customer at the termination of this Agreement for additional costs related to its services hereunder caused by increases in the usual costs of doing business, including but not limited to increases in costs of fuel, transportation, storage, disposal of waste, fees, taxes (other than income or real property taxes) or other governmental or agency charges that have gone into effect since the commencement of the Initial Term (as defined in Section 13) or any subsequent Renewal Term (as defined in Section 13).
12. Cancellation of Orders. Customer may cancel any order for Equipment outside of 5 business days of delivery by notification to the Contractor and be granted a full-refund of any amounts paid by Customer to the Contractor in relation to the cancelled order. Any order for Equipment canceled inside of 5 business days delivery is non-refundable.
13. Term. This agreement shall extend for an initial term of [ten (10)] days from the date hereof (the “Initial Term”), and can be renewed for successive [ten (10)] day terms thereafter (the “Renewal Term”), upon written notice to the Contractor. Upon the commencement of the Renewal Term, Customer will be charged an upfront fee equal to the initial fee charged for the rental and use of the Equipment at the commencement of the Initial Term, with adjustments for any increased costs, as described in Section 11.
14.1. Notwithstanding the above, if Customer shall terminate the Agreement prior to the expiration of the Initial Term or any subsequent Renewal Term, Customer shall not be refunded any fees paid and will remain liable for any additional costs pursuant to Section 10 above.
14.2. If during the term of this Agreement, either party shall be in material breach of the provisions of this Agreement, the other party shall provide written notice of such breach to the breaching party and allow for a period of forty-eight (48) hours to cure such breach. If such material breach remains uncured upon written notice of the breach and completion of a period of forty-eight (48) hours, the non-breaching party may terminate its obligations under this Agreement by delivering a written notice of termination to the breaching party, such termination to become effective upon receipt of such notice.
14.3. In the event of a termination by the Customer, pursuant to Sections 14.1 and 14.2 above, Customer shall inform the Contractor of such termination in writing. Customer acknowledges that notice provided to any party, except for the Contractor, shall be insufficient to effectuate termination.
15. Reclamation of Equipment.
15.1. Reclamation by Contractor. Upon termination of this Agreement, Contractor shall have the right to collect its Equipment and all waste contained therein at its reasonable discretion. Customer agrees to cooperate with Contractor or its Sub-contractors in peaceably relinquishing the Equipment by ensuring unobstructed access to the Equipment at the Authorized Site, absence of any prohibited waste within the Equipment, refraining from filling the Equipment past its maximum fill capacity or weight limit, and refraining from modifying, transporting or relocating the Equipment from the Authorized Site. The Contractor may charge Customer a fee for any reasonable repairs to the Equipment or cleaning of the Equipment related to the Customer’s use, operation or possession of the Equipment.
15.2. Requested Removal by Customer. If Customer desires to have the Equipment and the waste contained therein removed, Customer must provide notice to the Contractor for removal of Equipment. Customer acknowledges that notice provided to any party, except for the Contractor, shall be insufficient to effectuate removal of Equipment. Customer acknowledges and agrees that unless removal of Equipment is properly requested pursuant to this Section 15.2, Customer will continue to be liable for possession and use of the Equipment and for any invoices and costs pursuant to Section 10 above.
15.3. Exceeded Capacity. Each size of Equipment has a maximum fill capacity and weight limit. If at the time of collection of the Equipment and waste contained therein, Contractor determines that the waste in the Equipment exceeds the Equipment’s maximum fill capacity or weight limit, Customer will be required to remove that amount of waste which exceeds the maximum fill capacity or weight limit. Even if the waste contained within the Equipment on its own does not exceed the maximum capacity or weight limit of the Equipment, environmental conditions such as rain, snow or ice can cause the Equipment to exceed maximum capacity and weight limit. Customer should keep equipment covered by a tarp when not in use to prevent accumulation of unintended materials within the Equipment.
16.1. Assignment. Customer may not assign or transfer this Agreement, the Equipment or Customer’s rights or obligations hereunder to any third party without the prior written consent of the Contractor. The Contractor may assign or transfer this Agreement or its rights or obligations hereunder and thereunder to an affiliate or a successor entity without the consent of and without notice to Customer. This Agreement shall be binding upon and accrue to the benefit of each of the parties and their successors, legal representatives and permitted assigns.
16.2. DISCLAIMERS. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND CONTRACTOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE CONTRACTOR MAKES NO WARRANTY THAT THE SERVICES AND EQUIPMENT WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
16.3. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE CONTRACTOR (OR ITS OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS), BE LIABLE TO THE CUSTOMER FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE EQUIPMENT AND SERVICES, BREACH, MISAPPROPRIATION, OR THEFT OF PERSONAL OR FINANCIAL INFORMATION OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE EQUIPMENT, SERVICES OR CONTRACTOR’S WEBSITE AND WEB SERVICES, EVEN IF THE CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PERSON OR PROPERTY RESULTING FROM USE OF THE EQUIPMENT OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CONTRACTOR’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO ANY CLAIMS OR OTHER DAMAGES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM AMOUNT EQUAL TO CUSTOMER’S LAST MONTHLY INVOICE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR THIRD-PARTY SERVICE PROVIDERS AND THE MANUFACTURER OF ANY PRODUCTS THAT YOU PURCHASE USING THE SERVICES WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
16.4. Severability. If any part or parts of this Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
16.5. Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Agreement or future waivers.
16.6. Survival of Agreement. Sections 1; 3.1; 3.3; 4; 5; 7; 8; 9; 15; 16.2; 16.3; 16.4; 16.5; 16.10; and 16.11 of this Agreement will survive the termination of this Agreement.
16.7. Accuracy of Information. Customer understands that information provided by it, or its Authorized Individuals may be used to provide the services and Equipment contemplated by this Agreement, and Customer represents and warrants that such information is truthful, accurate, and complete. Customer agrees that the Contractor may rely on any such information without any obligation to independently verify the truthfulness, accuracy, or completeness of such information.
16.8. Force Majeure. Contractor will have no responsibility or liability for any delays or failures due to acts of God, fire, flood, explosion, war, strike, embargo, acts of government, military authority, or the elements, any telecommunications failures, terrorist acts or other causes outside of the Contractor’s reasonable control.
16.9. Entire Agreement. This Agreement, contains the entire agreement of the parties with respect to the Equipment, and other subject matter herein. This Agreement may be amended or any provision waived only by written agreement of the parties
16.10. Attorneys’ Fees If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
16.11. Governing Law; Venue This Agreement and all matters or issues collateral thereto shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to the choice of laws principles thereof. Any action brought pursuant hereto will be brought in the state or federal courts of the State of Florida in the City of Jacksonville, Florida. The parties agree that they will not oppose this jurisdiction.
16.12. Notices All notices required or permitted under this Agreement shall be in writing, delivered personally, by certified or registered mail or by overnight delivery by an established commercial delivery at the respective addresses set forth below. Customer authorizes Contractor to communicate with Customer by email and Contractor may deliver any notice to the email address provided by Customer
Address for Notice:
AW Site Services LLC. dba ASAP Site Services
6700 Alexander Bell Dr
Columbia, MD 21046