Customer and FV are each a “Party” and together referred to as the “Parties”.

FV Recycling, LLC hereby agrees to provide the services and/or equipment described in the agreed upon WORK ORDER(s) and Customer agrees to compensate FV Recycling, LLC as provided under this Agreement and the respective WORK ORDER(s).

The Parties hereby agree that each WORK ORDER shall be subject to the same terms and conditions provided herein below:

TERM AND CONDITIONS

1. Contract Term. This Agreement (“Agreement”) is entered into by and between FV Recycling, LLC (“FV”), and the Customer set forth above (“Customer”) as of the Effective Date set forth above. The initial term of this Agreement (“Initial Term”), unless otherwise established by the Work Order, shall be for a period of 5 years commencing on the Effective Date first written above. Unless terminated as herein provided, the Agreement shall automatically renew for successive terms equal to the initial term (each a “Renewal Term,” and together with Initial Term, the “Contract Term”) without further action; provided; however, this Agreement may be terminated at the end of the Initial Term or any Renewal Term by either of the parties sending a notice to terminate by U. S. Certified Mail, Return Receipt Requested, postage prepaid, properly addressed to the other party not less than sixty (60) days and not more than one hundred eighty (180) days prior to the expiration of the Initial Term or then current Renewal Term.

2. Payments. Customer shall pay to FV for each calendar month during the term set forth in each WORK ORDER, and any applicable equipment rental and service fee equal to the amount set forth in each WORK ORDER (“Monthly Fee”) plus applicable taxes. Customer shall make payment to FV within thirty (30) days of receipt of an invoice for the then current month (“Payment Due Date”). FV may impose, and Customer agrees to pay, a late fee in the amount of five percent (5%) of the Monthly Fee for payments received subsequent to the applicable Payment Due Date. Unless otherwise agreed upon and stipulated on the Work Order, FV requires electronic auto-draft payment via ACH debit. Customer irrevocably authorizes FV to initiate ACH credit and debit entries to the Customer’s account designated in the ACH Authorization form attached hereto as Exhibit C in order to pay the fees and any other amounts that may be due from Costumer to FV under this Agreement, and Customer authorizes its depository institution to grant FV access to any information or records regarding such designated account reasonably requested by FV to debit or credit the designated account under this Agreement. The foregoing authorizations will remain in effect after termination of this Agreement until all of Costumer's payment obligations to FV have been paid in full. FV has the right to rely on written instructions submitted by Customer related to changes to the designated account. If Costumer changes the designated account, the ACH authorizations established under this Agreement will apply to the new account, and Customer will provide FV such information regarding the new designated account to effect debits from or credits to the designated account as provided under this Agreement.

3. Agreement. This Agreement shall constitute a legally binding contract by and between FV and Customer and their respective heirs, successors, and assigns in accordance with the terms and conditions set forth herein. This Agreement contains the entire agreement of the parties relating to the Equipment and may not be changed, modified, terminated, or discharged, except in a writing signed by both parties. This Agreement shall control over conflicting terms in any other document including, but not limited to, Customer issued purchase orders or checks.

4. Equipment. “Equipment” means all of the compaction, processing, storage and related equipment described herein, and all replacements and accessions thereto. Subject to all the provisions and conditions of this Agreement, FV will own and provide the Equipment to the Customer for the Contract Term at the Customer Equipment Location. Customer will provide a safe and secure Customer Equipment Location for the installation of the Equipment, furnish, at its sole cost and expense, electric power of adequate and proper voltage and amperage for the proper operation of the Equipment (with automatic disconnects for low or improper voltage or amperage), and will operate the Equipment in full conformity with its manufacturer’s instructions, and in compliance with the provisions of the Occupational Safety and Health Act (OSHA) and the rules promulgated thereunder. Upon installation, Customer shall keep the Equipment at the Customer Equipment Location and be responsible for all care, custody, protection, operation and control of the Equipment during the Contract Term and until the Equipment is returned to FV. Unless otherwise specified in the Work Order, Customer shall not acquire any ownership, title, or property rights or interest in the Equipment, except the right to use the same in accordance with and subject to the terms and conditions in this Agreement, and in compliance with any policies that FV may reasonably establish from time to time. Customer will use the Equipment only for the purpose of compacting, processing, storage and baling recyclable materials that the Equipment is designed to handle and which material shall only be sold to FV. When baling, all bales shall be securely wrapped with no less than five (5) tie wires (not smaller than 14 gauge) and all bales shall be free of wax, foreign materials, and other contaminants. Customer shall not make any alterations, additions, repairs, adjustments or modifications to the Equipment or move any of the Equipment (even to another position at the Customer Equipment Location) without the prior written consent of Owner. Customer shall not remove or disable any guard or other safety device or operate the Equipment with any such guard or safety device removed.

5. Maintenance. Unless otherwise directed in the Work Order, FV shall, during the first year of the term of this Agreement, maintain the Equipment provided and owned by FV under this Agreement at its expense in good operating condition and shall make all repairs and replacements necessary for the operation of the Equipment upon reasonable request by Customer, or at any time, on FV’s maintenance schedule; provided, Customer shall pay the costs of all repairs, replacement parts, and labor attributable to abuse or negligent operation or care of the Equipment by Customer, its agents, or employees, as determined by FV in its sole discretion.

6. Insurance.

(a) At its own expense, Customer shall maintain (i) insurance against loss, theft, and damage to the Equipment, (ii) insurance to include special form coverage (all risk) for Equipment rented, leased, or borrowed, in amounts to insure for the full replacement cost of such Equipment, (iii) insurance with respect to liability for bodily injury, including death and property damage resulting from the ownership, maintenance, use, or operation of the Equipment in an amount not less than $1,000,000.00 per occurrence, and (iv) Workers Compensation Insurance coverage of the required state minimum for all employees of Customer, during the Contract Term, and thereafter, so long as the Equipment is on Customer's premises or under Customer’s control. All insurance shall be in form, amount, and with companies satisfactory to FV, and shall contain the insurer's agreement to give thirty (30) days written notice to FV before cancellation or material change of any policy of insurance. Customer shall furnish to FV, within five (5) days prior to the scheduled delivery of the Equipment, and on an annual basis thereafter, a certificate or certificates of insurance reflecting the above coverages. In the event of an insurance policy cancellation or lapse threatened by reason of nonpayment of an insurance premium, FV may pay the charge on Customer's behalf, and subsequently charge the Customer accordingly. FV shall be shown as an additional insured on a primary and non-contributing basis on the foregoing policies to the extent that its interests may appear. (b) For and during the Term of this Agreement, FV will secure and maintain at its own expense insurance of the type and in the amounts set forth below (“FV Coverage”): (i) Workers’ Compensation Insurance in accordance with all federal and state statutory requirements and Employer’s Liability Insurance in an amount of not less than: (a) $1,000,000 per accident for bodily injury by accident; and (b) $1,000,000 per employee/aggregate for bodily injury by disease. FV and its underwriter will waive subrogation against Customer; (ii) Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence, subject to an amount not less than $3,000,000 aggregate limit covering bodily injury, including death, personal injury, property damage including, without limitation, all contractual liability for such injury or damage assumed by FV under this Agreement. This policy will cover liability arising from premises and operations, independent contractors, products/completed operations, personal and advertising injury, and blanket contractual liability, (iii) Commercial Automobile Liability Insurance in an amount not less than $2,000,000 combined single limit covering bodily injury including death and property damage for all owned, hired and non-owned vehicles used by FV, including all statutory coverage for all jurisdictions of operation; (iv) FV’s liability coverage shall, to the extent of the risks and liabilities assumed by FV herein, include Customer as an additional insured and include a waiver of subrogation in favor of Customer. Upon request from Customer, FV will furnish certificates of insurance evidencing any of the foregoing FV Coverage. All FV Coverage policies will provide that no less than thirty (30) days prior written notice of cancellation, material modification, reductions in coverage or non-renewal will be provided to Customer. In the event that any Services under this Agreement are to be rendered by persons other than the FV’s own employees, FV will arrange for such persons to forward to Customer upon request, certificates of insurance evidencing such amounts, in such form, and with such insurance companies as are satisfactory to Customer. FV shall remain fully responsible for liabilities incurred by the acts or omissions of any of its Subcontractors.

7. Notice. Customer hereby irrevocably authorizes FV to take any action it deems necessary or appropriate to provide public notice of the FV’s title and ownership interest in the Equipment, including the filing of financing statements regarding the Equipment. This Agreement may be subject to the rights, liens, and security interests held by the FV’s secured lenders as may be reflected in Uniform Commercial Code Financing Statement(s) on file with the Secretary of State of the State of Mississippi.

8. Liability. Customer expressly agrees to defend, indemnify, and hold FV harmless from and against any and all claims and loss of or damage to property, or injury to or death of any person or persons resulting from or arising in any manner out of the Customer’s use, operation, or possession of any of the Equipment and to the extent that any of claim, assertion or suit for damage or loss may be brought by one party against the other or a third party related to this Agreement, Customer and FV (each, as applicable, an “Indemnifying Party”) will indemnify, defend and hold harmless the other Party, and its respective affiliates and each of their respective directors, officers, employees, and agents and their respective successors and assigns (“Indemnified Party(ies)”) from all Damages suffered or otherwise incurred by any of them arising from, and in connection with or otherwise relating to:(a) The death or personal injury of any persons, including invitees or employees of the Indemnified Party, in any way resulting from the negligent or willful acts or omissions of the Indemnifying Party, its affiliates or any of its and their respective employees, Subcontractors, agents or representatives; and (b) The damage or destruction of real or tangible personal property of the Indemnified Party or third parties, including invitees or employees of the Indemnified Party, in any way resulting from the negligent or willful acts or omissions of the Indemnifying Party, its affiliates or any of its and their respective employees, Subcontractors, agents or representative.

9. Taxes. Customer shall be responsible for and shall pay any and all local, municipal, state, or federal taxes, license fees, or assessments which are imposed or levied upon the Equipment during the Contract Term, and shall save and hold FV harmless from all liability in connection therewith.

10. Breach or Termination. If Customer fails to timely pay any amount due hereunder, or If the average monthly volume of material outlined in the Work Order is not maintained, or otherwise breaches the Agreement, FV may terminate this Agreement, at which point, Customer shall make the Equipment immediately available to FV for removal from Customer’s Equipment Location, and, as liquidated damages. Customer shall pay, to FV, an amount equal to the Monthly Fee multiplied by the number of months remaining in the Contract Term at the time of such breach. If Customer breaches this Agreement, Customer acknowledges that FV will have incurred costs of acquiring the Equipment, and shall incur refurbishing and other costs, and Customer agrees that the foregoing liquidated damages are intended to approximate FV’s damage upon such breach, and is not a penalty. Customer shall also pay all costs of recovering the Equipment and preparing the same for reletting or sale, and for all other costs of collection and enforcement, including reasonable attorney’s fees, incurred by FV after any breach by Customer.

11. Miscellaneous. Customer agrees to only use the Equipment for the purpose for which it is intended. Customer further agrees to sell all of its output of material to FV at the then current market rate for such recyclable material. FV shall be responsible for removal of material from Customer’s Equipment Location. Depending on market rates, FV agrees to pay Customer a rebate, in an amount to be determined by FV, for clean material.

12. Environmental. The material baled, compacted or stored in the Equipment is solid waste generated by Customer, and must exclude any radioactive, volatile, flammable, explosive, toxic or any other hazardous material. It is a material breach of this Agreement to utilize the Equipment to transport, store or process any such hazardous material. The term "Hazardous Material" shall include, but not be limited to, any amount of waste or material listed or characterized as hazardous by the United States Environmental Protection Agency any state environment protection agency, or applicable state law. Customer expressly agrees to defend, indemnify, protect and hold FV harmless from and against and any all damages, penalties, fines and liabilities resulting from or arising out of any such breach.

13. Jurisdiction/Venue. Any provision herein that shall be or become prohibited by statue or declared by a court of competent jurisdiction to be prohibited by law in any state shall, as to such state, be unenforceable, but all remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall be governed and construed in accordance with the laws of the State of Mississippi. Customer represents that the Equipment is rented for business purposes and under no circumstances shall this Agreement be deemed or construed as a consumer contract.

14. Excused Performance. Neither party hereto shall be liable for its failure to perform under this Agreement due to contingencies beyond its reasonable control including, but not limited to, national or state emergencies, strikes, riots and acts of God.

15. Assignment. Except for a Permitted Assignment (as defined below) FV may assign, in whole or part, any of its obligations under this Agreement with Customer’s prior written consent. FV shall have the right to assign this Agreement, in whole or in part, without Customer’s consent so long as the following conditions are met: (i) Customer shall remain responsible to Customer for all Services required of FV hereunder, (ii) Customer represents and warrants that the assignee has a net worth equal to or greater than that of FV as of the Effective Date, (iii)Customer represents and warrants that assignee is not subject to any threatened, proposed, or actual revocation of license/certification, suspension, exclusion, debarment, or ineligibility of assignee from participating in any federal or state funded health care program or any other federal or state funded program or state or federal contract, including but not limited to being listed on the Department of Health and Human Services, Office of Inspector General’s List of Excluded Persons/Entities and/or the General Services Administration List of Parties Excluded from the Federal Procurement and Non-Procurement Program and (iv) FV’s Key Personnel remain engaged in the performance of the Services required hereunder along with the assignee for a period of not less than one (1) year from the date of the assignment. In the event all of the foregoing conditions are satisfied the proposed assignment shall be a “Permitted Assignment.” In the event any of the foregoing conditions for a “Permitted Assignment” prove to be false, Customer may immediately terminate this Agreement without penalty. FV may subcontract or delegate any portion of its performance obligations under this Agreement with Customer’s prior written approval. FV shall require all Subcontractors to agree to be bound by the provisions applicable to FV under this Agreement.

16. Credit Check. Customer authorizes release to FV of all information, including credit information, contained in Customer’s file. A copy of the authorization is accepted with the same authority as the original.

17. Exclusive. Customer agrees that all recyclable material produced by the Equipment shall be sold exclusively to FV. The applicable Rate FV agrees to pay Customer for such baled recyclable material shall be dictated by the Work Order. FV reserves the right to change the pricing on not less than thrity (30) days prior written notice to Customer. FV can provide bale pickup service at the Customer Equipment Location when the minimum threshold of recyclable material is produced and ready for pickup in accordance with the Work Order.

18. Acknowledgment of Right of Entry and Return of Equipment. Customer hereby represents that the owner and/or tenant of the real estate where FV's equipment will be placed has granted Customer the full right of entry and access to said property for the placement and removal of FV's equipment, as well as any maintenance, repair or other services by FV that may be agreed upon. Customer hereby agrees to indemnify FV from any claim of trespass and to further ensure and indemnify FV's ability to retrieve and remove its equipment from the property in the event of default by Customer of this Agreement or other circumstance that requires FV to lawfully enter upon the property to obtain it's equipment. Further Customer hereby agrees for any of FV’s equipment placed within a facility not owned by Customer, Customer shall secure a waiver from their respective landlord substantially in the same form as the Landlord Waiver, attached hereto as EXHIBIT “B”.

19. SMS Terms & Conditions. By opting in, you agree to receive SMS messages from FV Recycling and/or FV Recycling affiliated companies and divisions related to your inquiries, updates, marketing messages, appointment reminders, and/or delivery notifications.

Message frequency may vary. Message and data rates may apply.  You can opt out at any time by replying STOP. For help or more information, reply HELP or contact us at support@fvrecycling.com.

Your privacy is important to us. For more details, please see our Privacy Policy.