Blue Planet Recycling General Terms and Conditions

1. Structure and application

• These General Terms and Conditions govern all services provided by Blue Planet Recycling Ltd. Together with the quotation, any schedule, and any service order or purchase order, they form the agreement between the parties.
• The customer accepts these terms by issuing a purchase order, by requesting a service, by presenting material for collection, or by paying an invoice.
• Blue Planet may amend these terms by posting an updated version at www.blueplanetrecycling.ca/terms. The version in effect at the date of the quotation applies to the services provided under that quotation.

2. Order of precedence

• If there is a conflict between documents, they take precedence in this order: a signed agreement between the parties; any schedule; these General Terms and Conditions; the quotation; the customer’s purchase order.
• No term contained in a customer purchase order, supplier portal or other standard form varies these terms unless Blue Planet accepts that term in writing.

3. Relationship of the parties

• Blue Planet is an independent contractor. Nothing in this agreement creates an employment relationship, agency, partnership or joint venture between the parties.
• Blue Planet determines the manner and means of performing the services.

4. Services and standard of care

• Blue Planet will provide the services described in the quotation or applicable schedule, and will supply the labour, equipment, materials, licences and permits necessary to do so unless the quotation states otherwise.
• Blue Planet will perform the services with the care and skill required by the applicable regulatory authorities. No other warranty, express, implied or statutory, is given.
• Blue Planet will maintain all licences, permits and approvals required for the services and will provide evidence of them on request.

5. Material description and non conforming material

• The customer is responsible, as the generator, for accurately describing and classifying all material presented, and warrants that the material complies with applicable law and meets the acceptance criteria of the receiving facility.
• Material is non conforming if it is not properly identified, if it materially differs from the description given, or if it requires handling that the receiving facility is not permitted to provide.
• If non conforming material is identified, Blue Planet will notify the customer promptly and may accept the material at a renegotiated rate, sort or treat it and charge the reasonable cost, or reject it.
• Where material is rejected, the customer will arrange removal within seven days at its own cost and will pay Blue Planet’s reasonable handling and storage charges.
• The customer will indemnify Blue Planet against claims, costs and damage arising from non conforming material or from an inaccurate description or classification of material.

6. Title and risk

• Title to and risk in material passes to Blue Planet on loading, except where the material is subject to a rebate arrangement, in which case title passes on settlement of the rebate.
• Title to any equipment supplied by Blue Planet remains with Blue Planet at all times. The customer has care, custody and control of that equipment while it is on the customer’s site.

7. Rates and rate revision

• Rates are those set out in the quotation, or Blue Planet’s standard rates in effect at the time of service where the quotation is silent.
• Blue Planet may revise rates on thirty days written notice to reflect changes in disposal, tipping or processing costs; changes in fuel or transportation costs; changes in law, taxes, levies or regulatory charges; changes in the location of disposal or processing; and sustained movement in commodity markets where the rate depends on recovered value.
• Third party charges are subject to an administration mark up of fifteen percent.
• Rates do not include goods and services tax, provincial sales tax or any similar tax, which the customer will pay in addition.

8. Invoicing and payment

• Blue Planet will issue an itemized invoice showing the services provided, weights or units, applicable rates, taxes and the total amount payable.
• Invoices are payable within thirty days of the invoice date. Overdue amounts carry interest at one and one half percent per month, being nineteen point five six percent per year, calculated daily from the due date until payment is received.
• The customer must notify Blue Planet in writing of any disputed amount within seven days of the invoice date, identifying the invoice and the reason for the dispute. Undisputed amounts remain payable when due. An amount not disputed within that period is treated as accepted.
• Where the customer requires purchase order numbers, cost codes or other information for invoicing, the customer will provide that information within fourteen days of request. If it is not provided, Blue Planet may issue the invoice without it and the customer may not dispute the invoice on that basis.
• If payment is more than sixty days overdue, Blue Planet may suspend the services, require payment in advance of further services, or terminate this agreement on notice, and may recover any Blue Planet equipment on the customer’s premises.

9. Set off

• Blue Planet may set off any amount owing to the customer, including any rebate payable, against any amount owing by the customer to Blue Planet under this or any other agreement between the parties.

10. Credit and payment assurance

• Blue Planet may require a completed credit application before providing services to a new customer, on request at any time, and where the customer’s credit position materially deteriorates.
• Where Blue Planet reasonably believes assurance of payment is necessary, it may require advance payment, a deposit, or security in a form reasonably acceptable to it before providing further services.

11. Safety, compliance and incidents

• Each party will comply with applicable law in connection with the services.
• Each party will observe the other’s site health, safety, security and environmental rules while on the other’s premises, and will make those rules available to the other.
• The customer will promptly notify Blue Planet of any inspection, order, infraction, incident, injury, damage or loss arising from or connected with the services.

12. Insurance

• Each party will maintain the insurance customary for its business, including commercial general liability insurance of not less than five million dollars per occurrence, and will provide evidence of that insurance on request.

13. Indemnity

• Each party will indemnify the other, and the other’s directors, officers, employees and contractors, against claims arising from its own negligence, wilful misconduct or breach of this agreement.
• The customer’s indemnity extends to claims arising from non conforming material and from an inaccurate description or classification of material.

14. Limitation of liability

• Neither party is liable to the other for indirect, consequential, special, punitive or exemplary damages, lost profits or loss of opportunity, whether or not those losses were foreseeable.
• Blue Planet’s total liability for all claims in any twelve month period is limited to the amounts invoiced to the customer in the twelve months before the event giving rise to the claim.
• These limits do not apply to liability for personal injury, death, fraud, or a party’s gross negligence or wilful misconduct.

15. Force majeure

• Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control that it could not reasonably foresee or overcome, including facility closure, regulatory action, extreme weather, and disruption to disposal or processing outlets.
• Inability to pay is not force majeure.
• The affected party will notify the other within seven days of becoming aware of the event and will use reasonable efforts to minimize its effect.
• Equipment rental charges continue during a force majeure event.

16. Dispute resolution

• The parties will first attempt to resolve any dispute between their day to day representatives, and failing that will escalate it to senior management of both parties.
• Neither party will commence proceedings until thirty days after the dispute has been escalated to senior management, except to seek urgent relief.

17. Confidentiality, assignment, notices and governing law

• Each party will keep the other’s commercial information confidential and use it only for the purposes of this agreement, and will continue to do so for two years after the agreement ends. This does not apply to information that is public, was already known, or was independently developed.
• Neither party may assign this agreement without the other’s written consent, which will not be unreasonably withheld, except to an affiliate or to a purchaser of substantially all of its business on written notice.
• Notices must be in writing and may be given by email to the address last used by the parties for correspondence.
• This agreement is governed by the laws of British Columbia and the federal laws of Canada applicable in that province, and the courts of British Columbia have jurisdiction.
• This agreement, together with its schedules, is the entire agreement between the parties on this subject and replaces any earlier understanding.

18. Time and minimum charges

• Time is charged from departure from the Blue Planet facility to return to it.
• A minimum charge of two hours applies to each call out, regardless of the time actually taken.
• Standby time applies to any time on site beyond fifteen minutes per location and is charged at the applicable hourly rate.
• Standby time includes, among other things, site orientation, safety briefings, waiting for access, repacking non conforming material, cleaning up material outside containers, and delays caused by site or road conditions.

19. After hours and overtime

• Hours between 6:00pm and 6:00am, and any time on weekends and statutory holidays, are charged at one and one half times the applicable rate.
• Unscheduled, emergency and same day call outs are charged at the premium rate stated in the quotation.

20. Containers and equipment

• Container rent is charged monthly, with a minimum rental period of thirty days per container.
• Containers must be accessible, must not be overloaded, and must contain only the material described in the quotation.
• Where a container is blocked, overloaded, or contains non conforming material, a return trip is charged at the applicable rate.
• Containers must be returned in clean and undamaged condition, fair wear and tear excepted. Cleaning, repair and replacement are charged at cost plus the administration mark up.
• Rental continues while a container is out of service due to damage caused by the customer.

21. Weight and loading

• Maximum net weight for a roll off container is thirteen thousand kilograms including the container. Net weight is gross weight less tare weight.
• Blue Planet may refuse to transport a container that exceeds legal or safety weight limits.
• Where a container must be partially unloaded, or a second trip made, the additional time and transport are charged at the applicable rate.

22. Fuel adjustment

• A fuel adjustment applies where the average retail diesel price in Metro Vancouver moves more than fifteen percent from the reference price at the time of the quotation.
• The adjustment is calculated monthly against the published Natural Resources Canada index, is applied as a percentage of transportation charges, and is shown as a separate line on the invoice.