Terms & Conditions

Clean Harbors Environmental Services, Inc., and its affiliates and subsidiaries (“Clean Harbors”), and the customer named on the Medical Waste Services Agreement (“Agreement”) on behalf of itself and its affiliates, if any, ("Customer") agree to these terms and conditions which shall govern the medical waste services from Clean Harbors.

Article 1. Term
This Agreement shall have an initial term of one (1) year from the date hereof (the “Initial Term”) and shall continue in effect from year to year thereafter (each, a “Renewal Term”), unless either party provides notice of non-renewal no later than thirty (30) days prior to the end of the then-current term. If Customer terminates this Agreement, or any part hereof, prior to the completion of the Initial Term or any Renewal Term, Customer agrees to pay Clean Harbors an amount equal to 50% the total price of all terminated Services that would have been provided to Customer under the terms of this Agreement.  

Article 2. Services
This Agreement shall govern all environmental services (“Services”) provided by Clean Harbors to Customer but shall not apply to emergency response services.

Article 3. Waste Materials
If applicable to the Services provided, at the time Customer requests the Services of Clean Harbors, Customer shall provide a waste profile sheet or similar document (“Waste Profile”) completely and accurately describing the waste materials and their characteristics. Waste materials that conform to an applicable Waste Profile shall be referred to herein as “Conforming Waste”. Title, risk of loss and all other incidents of ownership to the Conforming Waste shall be transferred from Customer to Clean Harbors at the time Clean Harbors takes possession of the Conforming Waste or accepts delivery of the Conforming Waste at its treatment, storage, and disposal facility, whichever is applicable.

Article 4. Transfer of Waste and Title
Waste materials which are discovered to be Non-Conforming Waste may be rejected by Clean Harbors.  Title, risk of loss and all other incidents of ownership to Non-Conforming Waste shall remain at all times with Customer. Waste materials shall be considered “Non-Conforming Waste” for purposes of this Agreement if: (1) the waste materials are not properly packaged or labeled; (2) the waste materials contain constituents or have characteristics or properties not disclosed on the Waste Profile; or (3) the designated disposal facility is not designed or permitted to dispose of such Non-Conforming Waste. Non-Conforming Waste shall be returned to Customer after rejection by Clean Harbors, unless the parties agree to an alternative and lawful manner of disposing of the Non-Conforming Waste. Customer shall pay Clean Harbors for the handling, loading, preparing, transporting, storing, caring for and, if applicable, disposing of such Non-Conforming Waste. Customer hereby authorizes Clean Harbors or its designee to act as its agent to change or add new transporters to shipments already in transit per 40 CFR §263.21.

Article 5. Pricing
Customer shall pay Clean Harbors the service fees (“Service Fees”) and surcharges as set forth on this Agreement. Clean Harbors reserves the right, in its sole discretion, to annually increase the Service Fees on or after each anniversary of the Effective Date.  Additionally, Clean Harbors may adjust or introduce new surcharges as needed. Notice of any new surcharges will be provided to Customer, which may be included on an invoice. Customer must be available and allow Clean Harbors access to any necessary facilities onsite at the time of the scheduled Services. In the event that Customer is not available or access is not permitted for any scheduled Service, such attempted Service shall count towards Customer’s Annual Allotted Stops defined on the first page hereof. Clean Harbors may further modify the Service Fees to account for operational changes required by changes in law, adjustments to Customer’s service requirements, or otherwise to cover unforeseen significant cost escalation. Customer agrees to pay all ancillary charges as per the then-current Schedule of Ancillary Charges, available at CleanHarborsHealthcare.com.

Article 6. Equipment
Customer accepts responsibility and liability for any containers and other equipment which is owned by Clean Harbors and placed at Customer’s premises, under Customer’s care, custody, and control (the “Equipment”), as well as the contents of any such Equipment. Customer shall be responsible for the full replacement value of such Equipment in the event any Equipment is returned in a damaged condition. Clean Harbors may bill additional charges for each non-compliant container, including overweight containers (50 lbs. or more per standard container); containers holding Non-Conforming Waste; and containers where the waste is improperly segregated or packaged provided by Customer. Customer hereby grants Clean Harbors a license to access the relevant premises where the Equipment is located for the purpose of Clean Harbors retrieving such Equipment, which may be exercised at any time.  Upon expiration or termination of this Agreement, Customer must cease using the Equipment and ensure its availability for the timely pick up and return to Clean Harbors. Such Equipment shall be returned in the same condition as it was provided by Clean Harbors, reasonable wear and tear excepted.

Article 7. Payment Terms
Payment terms shall be net thirty (30) days from the date of invoice.  Interest will be charged at the rate of 1.5% per month, or the maximum amount allowed by law, on all amounts outstanding more than thirty (30) days.  Customer shall be responsible for all costs incurred by Clean Harbors to collect any payments due under this Agreement, including reasonable attorneys’ fees.  In the event of a change in Customer’s financial condition, Clean Harbors reserves the right to alter, change, or modify payment terms, and/or immediately stop work.  The failure of Clean Harbors to exercise its rights under this article at any time shall not constitute a waiver of Clean Harbors’ continuing right to do so. Clean Harbors may increase pricing upon thirty (30) days written notice to the Customer.

Article 8. Customer Warranties
Customer warrants that it has legal title or authority to the waste materials provided pursuant to the terms herein; that the description of the waste materials on the Waste Profile is accurate and complete and that waste materials will conform to such description; and that containers of waste materials transferred to Clean Harbors will be marked, labeled and otherwise comply with all applicable laws, rules and regulations. Customer shall provide full and complete information regarding the site, surface and subsurface conditions, utility locations, site ownership, contractor access, hazardous materials or waste and other substances or hazards likely to be present and any other reports, documentation, plans, maps, drawings, or other information concerning the Services location or scope of Services. Clean Harbors shall not be liable for damage or injury to any subsurface structures or any existing subsurface conditions, or the consequences of such damage or injury, if such structures or conditions were unknown or concealed, not identified by Customer, incorrectly shown or different from information or plans furnished to or obtained by Clean Harbors in connection with the Services, or unknown subsurface physical conditions that differ materially from those ordinarily encountered.  Should Clean Harbors encounter any of the foregoing conditions, Clean Harbors shall be entitled to an equitable price and/or time adjustment for performance of the Services. Clean Harbors shall not be liable for pre-existing contamination at the applicable Services location.

Article 9. Liability & Indemnification
Each Party (“Indemnifying Party”) agrees to indemnify, save harmless and defend the other party (“Indemnified Party”) from and against any and all losses, liabilities, claims, penalties, forfeitures, suits, and the cost and expenses incident thereto (including cost of defense, settlement and attorneys’ fees) which the Indemnified Party may hereafter incur, or pay out as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment or any violation of applicable federal, state and local laws, regulations, by-laws or ordinances to the extent caused by: (1) the Indemnifying Party’s breach of any term of this Agreement, or (2) the negligence or willful misconduct of the Indemnifying Party, its employees, or agents.  Clean Harbors shall not be liable to Customer for indirect, incidental, consequential, or special damages, including loss of use or lost profits.  Notwithstanding any term or condition of this Agreement to the contrary and, to the greatest extent allowed by law, Clean Harbors and its officers, agents and employees’ aggregate liability arising out of or in any way related to this Agreement or the Services, shall be limited to the total amount of compensation received by Clean Harbors hereunder in the twelve (12) month period preceding the event giving rise to the claim.

Article 10. Insurance
Clean Harbors shall maintain at its own expense during the term of this Agreement the following insurance coverages:

Article 11. Excuse of Performance
The performance of this Agreement, except for the payment of money for Services already rendered, may be suspended by either party in the event performance of this Agreement is prevented by a cause(s) beyond its reasonable control.

Article 12. Direct Communication; Assignment
Customer represents that all notices and communications hereunder shall be made directly from Customer to Clean Harbors, and Customer shall not assign or delegate its rights or obligations under this Agreement to any third party. In the event of a breach of this representation and warranty, Clean Harbors shall have the right to immediately terminate this Agreement and pursue all available legal remedies, including but not limited to seeking liquidated damages, as specified herein.

Article 13. Additional Provisions
This Agreement represents the entire understanding and agreement between the parties.  Additional, conflicting or different terms on any purchase order or other preprinted document issued by Customer shall be void and are hereby expressly rejected by Clean Harbors.  Any modifications to this Agreement shall be in writing and shall be signed by Customer and Clean Harbors.  This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same document. The parties agree that this Agreement and all other documents may be electronically executed and delivered by facsimile, electronic mail, or other electronic means, any of which shall be considered an original, and that the electronic signature appearing on this Agreement and related documents are the same as original handwritten signatures for all purposes. This Agreement shall not obligate Clean Harbors to provide Services, but shall govern all orders for Services issued by Customer and which are accepted by Clean Harbors.  Clean Harbors shall have the right to audit Customer’s records relating to this Agreement, including data and records of disbursements and other payments. Customer agrees to cooperate with Clean Harbors and their auditors in the performance of any such audit. The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the Laws of the Commonwealth of Massachusetts and the parties agree to submit to the jurisdiction of the courts of the Commonwealth of Massachusetts for any disputes arising under this Agreement.