TERMS & CONDITIONS

The Customer understands and agrees to the following terms and conditions:

  1. WASTE MATERIAL. The waste material ("Waste Material") to be volume-reduced by SMT pursuant to this Agreement is solid waste and recyclable waste generated by Customer, and shall exclude radioactive, volatile, corrosive, highly flammable, explosive, bio-medical, infectious, toxic or hazardous material. The term "hazardous material" shall include, without limitation, any waste (regardless of amount) listed or characterized as hazardous by any federal or state authority. Customer covenants and agrees that materials that would not be safe to include in the Services or that may cause damage will not be included in the Waste Material and that SMT may refuse to provide Services when SMT determines that unsafe or dangerous materials are included in the Waste Material. SMT shall never acquire title to the Waste Material when SMT provides the Services. Customer agrees to defend, indemnify and hold harmless SMT from and against any and all damages, penalties, fines and liabilities (including, without limitation, third party claims) resulting from or arising out of providing the Services.

  2. LIABILITY FOR PROPERTY. Customer represents and warrants that it owns the Waste Materials and that Customer has the care, custody, and control of all dumpster equipment including, without limitation, "bins" or "boxes" ("Equipment") used to contain the Waste Materials intended for the Services provided by SMT. Customer represents and warrants to SMT that SMT is permitted to enter both the Customer’s premises and use the machine inside the Equipment for purposes of providing the Services. Customer accepts responsibility and liability for the Equipment and its contents, including loss, damage or unauthorized removal of the Equipment from Customer’s premises. Customer agrees to defend, indemnify, and hold harmless SMT from any claims, demands, attorneys' fees, liabilities or expenses including, without limitation, claims by third parties, relating to damage to the Equipment.

  3. DAMAGE TO PAVEMENT. Customer acknowledges and agrees that SMT shall not be liable for any damage to pavement, curbing or driving surfaces resulting from providing the Services, unless due to SMT’s negligent acts or willful misconduct of its employees.

  4. INDEMNITY. SMT agrees to indemnify, defend and hold Customer harmless from and against any and all claims, losses, damages, causes of action (including reasonable attorneys' fees) which Customer may be responsible for or pay out as a result of bodily injury (including death), property damage, or any violation or alleged violation of law to the extent it is caused by (i) SMT’s breach of this Agreement including, without limitation, any representation, warranty or covenant, (ii) by any negligent act, negligent omission or willful misconduct of SMT or its employees, agents or contractors or (iii) SMT’s use, operation or possession of any equipment furnished by Customer.

  5. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Kansas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or based upon this Agreement shall be instituted in Kansas or in the court or courts having jurisdiction in the location where SMT's principal place of business is located, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

  6. DISPUTE RESOLUTION. Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including the breach, termination, or validity of this Agreement, shall be resolved by final and binding arbitration before JAMS (formerly known as Judicial Arbitration and Mediation Services Inc).

  7. ADVOCATE. In the event the Customer's provider of waste containers and hauling services (“Hauler”) states that SMT’s machine can not be used in the equipment for purposes of providing the services, SMT will collaborate with the Customer and Hauler to reach a conclusion. If no compromise can be agreed upon, SMT will help Customer expunge customers' contracts with Hauler and find a qualified replacement

  8. TERM. This Agreement begins on the Effective Date and lasts for the Duration specified above, automatically renewing for successive one-month terms unless terminated earlier as outlined herein. Either party may terminate this Agreement with written Notice via email. Customer may also terminate for SMT’s uncured material breach within 15 days of Notice. If Customer terminates before the end of a Term, SMT may adjust pricing or service frequency. SMT may terminate this Agreement at any time, for any reason or no reason at all.

  9. PAYMENTS. Customer shall pay SMT for the Services pursuant to the charges and rates provided in this Agreement plus all taxes, fees and other charges imposed by federal, state or local laws and regulations upon the volume-reduction of Customer’s Waste Materials. Payment shall be made by Customer to SMT within 30 days of the date of an invoice from SMT, or by the agreed upon terms acknowledged by SMT on the first page of this Agreement. SMT may impose and Customer agrees to pay a late fee of 5% of open balance per month after 15 days from payment due date.

  10. NOTICE. All notices and other communication (collectively, "Notices") shall be in writing, addressed to Customer at the billing address or to SMT at the address provided to Customer by SMT, and shall be deemed given (a) when personally delivered via electronic mail, (b) two days after being deposited in the United States mail, postage prepaid, certified or registered, or (c) the next day after being deposited with a recognized overnight mail or courier delivery service.

  11. REPRESENTATIONS. Customer represents and warrants that Customer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and that Customer has full power and authority to enter into this Agreement and to carry out its obligations contemplated by this Agreement. This Agreement has been duly executed by Customer and this Agreement constitutes the legal, valid, and binding obligations of Customer. The execution, delivery, and performance by Customer of this Agreement do not and will not: (a) violate or conflict with the organizational documents of Customer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Customer.

  12. DEFINITION OF DAMAGE. For purposes of this Agreement, “Damage” means physical harm to a dumpster that impairs its functionality or structural integrity, beyond ordinary wear and tear resulting from normal usage and environmental conditions.

  13. NOTIFICATION OF DAMAGE. If Hauler believes a dumpster has been damaged by SMT’s actions or omissions, the Hauler shall promptly provide written notice to SMT, specifying in reasonable detail the nature and extent of the alleged damage and any supporting evidence.

  14. INVESTIGATION. Upon receiving the notice, SMT shall have a reasonable opportunity to investigate the damage claim, including the right to inspect or have a qualified third party inspect the dumpster to determine whether SMT’s actions caused the alleged damage beyond normal wear and tear.

  15. RESPONSIBILITY FOR COSTS.

    • If SMT is proven to have caused the damage, SMT shall be responsible for the reasonable costs of repair or replacement necessary to restore the dumpster to its functional condition prior to the damage.

    • SMT’s obligation under this clause does not extend to cosmetic damage that does not affect structural integrity or routine functionality, nor does it extend to any damage caused by normal wear and tear, negligence of the Hauler or third parties, or events outside SMT’s control (e.g., acts of nature).

    • REMEDY. The Hauler’s exclusive remedy for dumpster damage attributed to SMT is the reimbursement of repair costs or, if repair is not practical, replacement of the dumpster (or the damaged component) with one of like kind and quality. SMT shall promptly pay or arrange payment following its investigation and confirmation of responsibility.

    • LIMITATIONS. Except as expressly provided in this clause, SMT shall not be liable for any incidental, consequential, or other damages arising from dumpster damage unless otherwise required by applicable law.