Terms & Conditions

STANDARD TERMS AND CONDITIONS 

Whereas the Client and/or Consignor (“CUSTOMER”) has commissioned Defend Environmental Limited(“DEFEND”) to provide specific Services to the CUSTOMER, NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS: 

1.0. DEFINITIONS 

(a) “Agreement” means this Service Order together with any associated documents and addendums. 

(b) “Non-Conforming Waste” means Waste, the description of which differs from descriptions provided by the CUSTOMER to DEFEND, and such differences require changes to the method of assessing, handling, transporting, classifying, labeling, storing, treating , recycling or disposal of such Waste or which create hazards differing from those anticipated for Waste as originally described. 

(c) “Regulation(s)” means all statutes, laws, rules, orders and regulations in effect from time to time made by any government or governmental board or agency having jurisdiction over any aspect of the subject matter of this agreement. 

(d) “Service(s)” means either the: (i) handling, collection and transportation of Waste from the CUSTOMER by DEFEND; or (ii) handling, delivery and transportation of Waste from DEFEND to the CUSTOMER; or, (iii) acceptance of Waste delivered to the Facility by the CUSTOMER; or (iv) storage and interim handling of Waste before submission for eventual final disposal or recycling (v) supply, rental, leasing or sale of equipment and supplies; or (vi) supply of personnel and professional services as outlined in this Agreement. 

(e) “Facility” means the facility located at 863, 60th St E, Saskatoon, Saskatchewan known as the Defend Hazardous Waste Storage and Transfer Facility. 

(f) “Waste” means only those substances exactly described either verbally or in writing by the CUSTOMER that is assigned to DEFEND for disposal, recycling or other form of management, and does not include any Non-Conforming Waste. 

2.0. PAYMENT 

(a) The fees and charges payable by the CUSTOMER for the Services shall be as set forth in the preceding quote/price estimate or as verbally stated by DEFEND or as outlined on the ensuing invoice. 

(b) Unless otherwise specified, invoices shall be rendered at any time after completion of Services. 

(c) All payments that are not prepaid are due thirty (30) days after the invoice date. Interest shall accrue on all unpaid amounts at the rate of 2% per month, compounded monthly (24% per annum) until paid. 

(d) In the case DEFEND collects or takes delivery of Waste or Non-Conforming Waste from the CUSTOMER, DEFEND reserves the right to redeliver the Waste and/or Non-Conforming Waste to the CUSTOMER if all payments are not received within thirty (30) days of invoice date. 

(e) If the CUSTOMER is acting as a broker for the Services, DEFEND may require the CUSTOMER’s client to guarantee payment for Service(s) performed. 

(f) Fees specified may be altered at any time if legislation, enacted or promulgated after the date of this Agreement, impose taxes, tariffs, fees, surcharges or other charges, or require different handling of the Waste, specifically in respect of the handling, transporting, storing, treating, recycling or disposal of the Waste, in which case charges shall be automatically invoiced to the CUSTOMER, with an explanation provided and payable upon receipt. 

3.0. CONDITIONS OF SERVICE 3.1. General Conditions 

(a) Title to the Waste, but not title to any Non-Conforming Waste, together with all responsibility and liability in connection therewith, shall pass to DEFEND upon loading of the Waste onto DEFEND’s transport equipment or, in the event the CUSTOMER delivers the Waste, when the Waste is off-loaded at the Facility. 

(b) If, in the sole opinion of DEFEND, all or any part of the Waste fail in any respect to conform with the CUSTOMER’s written or verbal description of the Waste, DEFEND may, at its sole discretion, (i) reject all Waste and Non-Conforming Waste; or (ii) accept all Waste and Non-Conforming Waste; or (iii) accept any unit of Waste and reject the rest. 

(c) DEFEND shall provide Services for Waste in conformance with this Agreement. Providing Services for the Waste or Non-Conforming Waste or any unit thereof does not, however, impair or operate as a waiver of any right or remedy available to DEFEND, including revocation of Services, in the event the Waste or their tender are later discovered to be Non-Conforming Waste. DEFEND may, at any time before the condition of the Waste has been materially changed (such as disposal or recycling), revoke the Services in respect of any or all of the Waste discovered to be Non-Conforming Waste, and re-deliver same to the CUSTOMER. If, in the sole opinion of Defend, the Non-Conforming Waste can be 

handled by DEFEND, DEFEND may agree to provide services in respect of such Non- Conforming Waste at an agreed upon additional cost. 

3.2. Customer’s Obligations, Representations and Warranties 

(a) The Customer represents and warrants, and agrees and acknowledges that Defend is relying upon such representations and warranties, as follows: (i) the description of the Waste, either written or verbal, is true and correct in all respects and accurately advises DEFEND of the hazards and risks incidental to the handling, transportation, storage and disposal of the Waste and is otherwise in full compliance with all material description requirements or valid and applicable Regulations; and, (ii) the Waste tendered to DEFEND conform in all respects to descriptions and specification provided, either written or verbal; and, (iii) if the CUSTOMER receives information that the Waste described presents or may present a risk to persons or the environment, which was not disclosed by the CUSTOMER to DEFEND, the CUSTOMER shall immediately report such information to Defend; and, (iv) the CUSTOMER shall prepare the Waste for transportation in accordance with all applicable Regulations, including, but not limited to: container specifications for any container not supplied or arranged for by DEFEND and, marking and labeling of containers; and, (v) the terms and conditions of the Agreement, do not breach or violate any Regulations; and (vi) if the CUSTOMER is not the generator of the Waste and/or is representing the generator of the Waste, the information provided by the CUSTOMER was provided by the generator and the CUSTOMER has no reason to believe that any such information is incorrect or false, such generator is the owner of the Waste; and the Waste has not been co-mingled with another waste stream or its physical properties altered; and, (vii) the CUSTOMER shall agree to prepare all documentation and assurances at DEFEND’s request, if required by the regulatory authorities and/or designated treatment, storage or disposal facility. 

(b) The CUSTOMER agrees that it shall ensure a safe and suitable work site for DEFEND, its equipment, employees and sub-contractors. The CUSTOMER hereby guarantees DEFEND the right to access the site at all reasonable times in order to provide the Service. The CUSTOMER further represents and warrants that such access is fully capable of supporting equipment and vehicles and agrees that DEFEND shall not be responsible in contract or in tort for any damages to the same by reason of any driving or other surface disturbance or damage. 

(c) The Customer further represents and warrants, in respect of regulatory compliance and worker safety, that (i) all hazards and risks as applicable to the health and safety of DEFEND personnel while performing the Services are accurately disclosed to DEFEND; (ii) the Waste has been accurately characterized and classified in accordance with the 

Regulations; and, (iii) if the CUSTOMER receives information that site conditions, characterization, classification or other provided information has changed which may pose hazard or risk to DEFEND personnel and/or contravene the Regulations, the CUSTOMER shall immediately report such information to DEFEND and the authorities having jurisdiction. 

3.3. Defend’s Representations and Warranties 

(a) DEFEND represents and warrants that it will use its best efforts to: (i) perform all Services in accordance with authorizations and permits issued by the applicable regulatory agencies; (ii) provide the Services in a safe and secure manner and in compliance with all valid and applicable Regulations; (iii) ensure that all permits, licenses, certificates and approvals required for compliance with applicable Regulations have been obtained, or will be obtained, for any vehicles, containers or personnel provided by or arranged for by DEFEND in the performance of the Services; and, (iv) the treatment, storage or disposal facilities have been issued all permits, licenses, certificates of approvals required by valid and applicable Regulations. 

(b) In providing the Services in this Agreement, DEFEND shall use its best efforts to comply with applicable Regulations as well as any additional requirements of the CUSTOMER, made known in writing to DEFEND, which requirements, if any, are attached hereto. 

(c) Except as expressly stated in this Agreement, DEFEND makes no other promises or representations and provides no other warranties of any kind, express or implied (whether arising under law or equity or custom of usage), including without limitation the implied warranties of merchantability and fitness for a particular purpose. 

4.0. IDEMNIFICATION 

(a) The CUSTOMER agrees to indemnify, save harmless and defend DEFEND, its directors, officers, employees and agents against any and all liabilities, claims, penalties imposed pursuant to statute or otherwise, forfeitures, suits and the costs and expenses incidental hereto, including reasonable legal fees on a solicitor and own clients basis, which it may hereafter incur, become responsible for or pay out as a result of death or bodily injuries to any person, destruction or damage to any property, contamination or adverse effects on the environment or any breach of the common law or of any Regulation or the orders pursuant thereto, caused or arising out of, directly or indirectly: (i) the CUSTOMER breaching of any term or provision of the Agreement; or (ii) any negligent or willful act or omission of the CUSTOMER, its employees or agents or independent contractors in the performance of this Agreement; or (iii) providing, or attempting to provide, Non-Conforming Waste to DEFEND; or, (iv) the CUSTOMER’s generation of Waste which eventually become 

the subject of a governmental order or enforcement action; or (v) any Service performed or undertaken by DEFEND, its employees or independent contractors at the CUSTOMER’s site, the site where the Service occurs, and the site to which DEFEND delivers the Waste, that is not specifically covered by DEFEND’s liability insurance policies or other relevant insurance policies. 

(b) DEFEND agrees to indemnify, save harmless and defend the CUSTOMER from and against any and all liabilities, claims, penalties, forfeitures, suits and the costs and expenses thereto, including reasonable legal fees on a solicitor and own client basis wh ich it may hereafter incur, become responsible for or pay as a result of death or bodily injuries to any person, destruction or damage to property, contamination of or adverse effects on the environment or any violation of the Regulations, caused in whole or in part by (i) DEFEND’s breach of any term or provision of this Agreement; or (ii) any negligent or willful act or omission by DEFEND, its employees or subcontractors in the performance of the Agreement. 

5.0. INSURANCE AND LIMITATION OF LIABILITY OF DEFEND 

(a) DEFEND will maintain during the performance of this Agreement: (i) Comprehensive General Liability (bodily injury and property damage); (ii) Motor Vehicle Liability; and, (iii) Environmental Impairment Liability (Transportation). The foregoing insurance coverage will be not less than the minimum insurance required under applicable Regulations in each jurisdiction where the Services are performed. DEFEND will, upon request, furnish insurance certificates evidencing DEFEND’s compliance with the requirements of this section. Upon the execution of this Agreement, the CUSTOMER acknowledges and agrees that the insurance maintained by DEFEND at the date of this Agreement is sufficient. 

(b) Where the CUSTOMER requires DEFEND to acquire specific on-site insurance bonding and/or additional insurance coverage and/or customized insurance coverage, the CUSTOMER agrees to notify DEFEND of same prior to execution of this Agreement and, further, agrees to pay all fees and costs associated with such additional coverage. DEFEND and/or its insurance representative reserve the right to approve or disapprove of such coverage. 

(c) Notwithstanding any other provision, term or condition of this Agreement, in no event shall DEFEND be liable to the CUSTOMER or any third parties, for damages, claims penalties, costs or expenses whatsoever, or however characterized, whether pursuant to statute or the common law, which exceed(s) the limits of coverage of DEFEND’s insurance policies. 

6.0. AGENCY 

For the limited purposes of the Services performed, the CUSTOMER specifically appoints DEFEND as it’s true and lawful agent and representative including without restricting the generality of the forgoing, the right to enter into contracts on behalf of, and in the name of the CUSTOMER. 

7.0. ASSIGNMENT 

Neither party shall assign this Agreement, and any attempt to so assign shall be void without prior written consent of both parties. Any delegation or assignment shall not operate to relieve either party of its responsibilities hereunder. However, nothing in this Agreement shall prohibit DEFEND from contracting a qualified subcontractor for the performances of any Services herein. 

8.0. APPLICABLE LAW and SURVIVAL OF TERMS 

(a) The terms, conditions, warranties and indemnities herein shall survive the termination or completion of this agreement. 

(b) This Agreement shall be governed in all respects by the laws of the Province of Saskatchewan, and parties hereto, by this Agreement, agree to attorn and otherwise submit to the court of appropriate jurisdiction in the Province of Saskatchewan for the purpose of any legal action taken to interpret or enforce this Agreement. 

In WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its duly authorized representative on the day and year set forth on the reverse side of this document.