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General Terms and Conditions MEWA UK Textile Services Limited

Annex
General Terms and Conditions MEWA UK Textile Services Limited
The following Terms and Conditions apply to all contracts between MEWA UK Textile Services Limited (“MEWA”) and the Customer which are concluded via MEWA Customer Portal to be reached under https://www.mewa.co.uk/ as well as all contracts via MEWA direct sales.  (each a “Contract”).
MEWA is registered in England and Wales (company No. 11153439), with its registered office address at Unit 44 Elmdon Trading Estate, Bickenhill Lane, Birmingham B37 7HE, VAT number 289 2886 32

1          Object of Contract / Scope of Services
1.1       MEWA provides the Customer with MEWA Reusable Industrial Wipes and MEWA Reusable Oil Mats (wipes and mats together “Textiles”) and/or MEWA Safety Containers according to the quantities specified by the Customer in the order form and as set out in the completed ULTRA Checklist and in the applicable MEWA system description.  MEWA collects soiled Textiles according to the specified delivery cycle and delivers laundered Textiles ready for use.  MEWA will only deliver and collect Textiles from the listed locations of the Customer.
1.2       MEWA only contracts with traders within the meaning of Regulation 4 of the Consumer Contracts (Information, Cancellation etc) Regulations 2013 (“Consumer Contracts Regulations”). MEWA does not provide goods and services to consumers within the meaning Regulation 4 of the Consumer Contracts Regulations.  The Customer acknowledges that the Consumer Contracts Regulations and Regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 do not apply in respect of this agreement and/or any Contracts.
1.3       The Textiles will be provided by corresponding means of transport from the agreed and accessible delivery/pick-up points in the delivery cycle. Delivery notes will be provided in electronic form. The inventory and swap quantities stated on the delivery note shall be binding by both parties unless the Customer has objected within five working days following the provision of the delivery note. In the event of an objection, the dispute shall be resolved by mutual agreement.
1.4       The quantity (basic supply) of the Textiles supplied by MEWA corresponds to two and a half times (2.5) the quantity of Textiles required by the Customer in the delivery period.
1.5       The Customer is responsible for the optimal utilization of the Textiles.
1.6       MEWA will provide the organisational assistance necessary for the implementation of the exchange. On the day of delivery, the Customer will hand over the soiled Textiles in the MEWA containers at the agreed and accessible delivery/pick-up points.
1.7       The Textiles may have soiling as described for class 4.2 and class 4.1 of the European Agreement on the International Carriage of Dangerous Goods by Road (ADR). As a matter of principle, MEWA categorizes these Textiles under class 4.2 of the ADR. In accordance with the ADR and in addition to its own tasks, MEWA or a third party commissioned by MEWA assumes responsibility for packing, labelling and marking.
1.8       All relevant documentation concerning the Contract will be provided in electronic form via MEWA Customer Portal. The Customer is solely responsible for observing relevant document retention periods under commercial and tax law. MEWA shall not be subject to any duties of custody or care with regard to the Customer’s data except for its own legal obligations under applicable laws.
1.9       During the online order process the Customer will have the ability to check and amend any errors before submitting the order to MEWA. It is the Customer’s responsibility to ensure that its order together with the checklist submitted to MEWA is complete and accurate.
2          Conclusion of Contract
2.1       The Customer’s order is an offer to MEWA to conclude a Contract for the goods and services chosen by the customer. After placing the order, MEWA will send an e-mail confirming the receipt of the order and containing its’ details ("Order Confirmation"). The Order Confirmation is solely an acknowledgement that MEWA has received the order, and does not confirm the acceptance of the Customer’s order.
2.2       An offer will only be deemed accepted by MEWA upon explicit acceptance of the Customer’s order by MEWA via e-mail. The Contract between the Customer and MEWA will only be formed when MEWA sends this explicit email acceptance.
3          Contract Terms & Termination
3.1       The term of the Contract is determined by the contract model / subscription chosen by the Customer, and shall begin with the day of first delivery. Delivery dates are non-binding unless explicitly confirmed by MEWA and time shall not be of the essence in relation to such delivery dates.
3.2       After expiration of the chosen agreement term, the contract shall be automatically renewed for one (1) year, unless the Customer chooses to renew the Contract for another three (3) years which it may do by placing a new order on the MEWA Customer Portal. The automatic renewal of the Contract does not apply to the MEWA Test Package, which consists of a one-time delivery only and may not be renewed.
3.3       Either party may terminate this Contract by giving at least ninety (90) days written notice prior to the end of the chosen agreement term. After notice of termination, the Customer cannot require a reduction of the quantity for the remaining term of this Contract. A trial subscription may be terminated at any time, by notice in writing, until the end of the one-month-trial-period (which begins according to clause 3.1). Otherwise the Contract will be concluded for the relevant period specified. Subsequent renewals are subject to clause 3.2. 
3.4       This Contract may be terminated immediately by notice in writing:
a)               by either party if the other party is in breach any of its obligations under the Contract (as applicable) and fails to remedy the breach (if capable of remedy) within a period of ten working days after written notice by the other party;
b)               by either party with immediate effect from the date of service on the other party of written notice if:
(i)            such other party becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (as amended);
(ii)           such other party ceases or threatens to cease to carry on the whole or a substantial part of its business;
(iii)           any distress or execution shall be levied upon such other party’s property or assets, or any of its property is subject to the exercise of commercial rent arrears recovery;
(iv)          such other party shall make or offer to make any voluntary arrangement or composition with its creditors;
(v)           any resolution to wind up such other party (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) shall be passed, any petition to windup such other party shall be presented or an order is made for the winding up of such other party;
(vi)          such other party is the subject of a notice of intention to appoint an administrator, is the subject of a notice of appointment of an administrator, is the subject of an administration application, becomes subject to an administration order, or has an administrator appointed over it;
(vii) a receiver or administrative receiver is appointed over all or any of such other party’s undertaking property of assets;
(viii) such other party is dissolved or otherwise ceases to exist.
            c) by MEWA with immediate effect from the date of service on the Customer of written notice if in MEWA’s reasonable judgment the Customers financial position has deteriorated to such an extent, that the Customer is unlikely to or be unable to meet its obligations under the Contract.
3.5          For the purposes of Clause 3.4(a), a breach shall be considered capable of remedy if the party in breach can comply with the provisions in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
3.6       Increases and decreases in the quantity of Textiles supplied can be made by the Customer at any time during the term of the Contract via the Self Service section on MEWA Customer Portal. Changes in the quantity of Textiles supplied will be effective with the next supply cycle.
3.7       Upon termination of this Contract, MEWA Textiles and all MEWA Safety Containers must be made available for pickup by MEWA immediately.
3.8       Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of this agreement or the Contract that existed at or before the date of termination.
3.9       If this Contract is terminated prematurely for reasons for which the Customer is responsible, MEWA shall be entitled to be paid compensation by the Customer. The amount of compensation payable shall be based upon the turnover lost by MEWA to the regular end of the Contract less saved costs. Nothing in this Contract shall however prevent MEWA from claiming other heads of loss and damage and both parties shall be entitled to provide evidence of damages.
4          Fees & Payment
4.1       Contract fees shown in the invoices issued by MEWA under clause 4.6 shall be paid monthly in advance by the Customer, beginning with the first month of the term of the Contract.
4.2       It shall be sufficient for MEWA to state on the invoice if any adaptations or changes have been made to the quantities and are approved by the Customer, notwithstanding clause 8.3 and 9.5.
4.3       Contract fees shall continue to accrue and be payable during company holidays and other possible downtime by the Customer (whether scheduled or not). All Contract fees include the entirety of the services ordered by the Customer, regardless of the actual quantities used by the Customer.
4.4       Services that exceed those described in the MEWA system description, such as, for example, additional required journeys and/or additional deliveries etc. will be charged at an additional fee as specified by MEWA. MEWA will provide a comprehensive list of additionally priced services upon request by the Customer.
4.5       MEWA reserves the right to adjust fees and prices appropriately in the event of changes in labour costs (including changes in the collective agreement personnel costs), supplier price changes and other cost changes. Regarding fees and prices listed on MEWA Customer Portal, MEWA reserves the right to change fees and prices without further notice and the Customer should check the latest fees and prices before submitting an order.
4.6       MEWA will issue invoices by electronic means only. The current invoice and former invoices will be made available to the Customer via the Self Service section on MEWA Customer Portal. The use of the Portal is subject to specific Terms of Use which are not part of these General Terms and Conditions.
4.7       Payments are due immediately without deduction, unless otherwise agreed. Where agreed in writing by MEWA, payment may be due within thirty (30) or sixty (60) days net without deduction upon invoice. The Customer shall pay all amounts without set off or counterclaim and without any deduction or withholding.
4.8       If the Customer fails to pay in full on the due date any sum payable by it, MEWA may charge interest on the outstanding amount at the rate of 4 % per annum above the Bank of England`s base rate from time to time from the due date to the date of payment. The right to claim further damages is reserved. In the event of late payment, MEWA is entitled to suspend the provision of services.
4.9       All fees and prices do not include value added tax which the Customer shall pay in addition to the fees and prices and interest (if applicable) at the rate prevailing at the date the services were supplied.
5          Further obligations of the Customer
5.1       The Customer shall co-operate with MEWA in all matters relating to the provision of the MEWA goods and services.
5.2       The Customer is not entitled to transfer Textiles and/or MEWA Safety Containers partially or entirely to a third party or to allow their use by a third party. The Textiles and Containers are the sole property of MEWA and must be returned solely to MEWA upon termination of the Contract.
5.3       Insofar as Textiles or MEWA containers getting lost at Customer’s locations or are damaged more than would be expected through fair wear and tear in the ordinary course of business (which MEWA acting reasonably shall decide), the Customer will be obliged to compensate MEWA for its loss according to the price of applicable replacement parts.
5.4       The Customer shall be obliged to take reasonable care of the Textiles at all times and is only entitled to use the Textiles in accordance with industry best practice. The Customer must keep the Textiles free of tools and items of waste, as well as free from oxygen-releasing substances, explosive substances and any substances prohibited under the relevant EU directives on dangerous substances (e.g. polychlorinated biphenyls (PCB), polychlorinated triphenyls (PCT), asbestos or carcinogenic and/or highly toxic substances). The Customer is liable for all damages incurred as a result of this by MEWA and/or any third party and/or as a result of foreign material/foreign substances remaining in the textiles (e.g. adhesive, silicone, resin, etc.).
5.5       The Customer must make any complaints of defects regarding the quantity and quality of the Textiles supplied in writing within 5 working days of receipt of the Textiles. MEWA shall have no liability for complaints received after 5 working days of receipt.
5.6       The Customer is responsible for ensuring that MEWA Safety Containers filled with Textiles are always properly locked, including during their operational use. Any damage that impairs use must be reported to MEWA immediately.
5.7       In the event of changes in the quantity of the Textiles or the MEWA containers, the Customer grants MEWA a reasonable period to adjust to the change in supply.
5.8       If the Customer’s business or any part of it or one of the Customer’s business locations is transferred or assigned to a third party, the Customer shall remain liable for the acts or omissions of the third party as if they were its own and it shall be for the Customer to procure that the third party enters into a separate Contract with MEWA.
6          Liability
6.1       MEWA will provide the services with reasonable skill and care.
6.2       To the maximum extent permitted by law, other than as expressly set out in these General Terms and Conditions, all conditions, warranties and representations, whether express or implied are excluded.
6.3       Nothing in this agreement shall limit or exclude MEWA’s or the Customer`s liability for:
  1. death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
  2. fraud or fraudulent misrepresentation; or
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law.
6.4       Subject to Clause 6.3 and Clause 6.5, MEWA’s aggregate liability under or in connection with this Contract, whether arising from Contract, tort (including negligence), breach of statutory duty  or otherwise, shall in no event exceed in any 12 month period the amount paid by the Customer to MEWA under this Contract in that 12 month period.
6.5          Subject to Clause 6.3, MEWA shall not be liable to the Customer for any of the following types of loss or damage even if, in each case, MEWA has been advised of the possibility of such loss or damage:
a)         special, indirect or consequential loss;
b)         pure economic loss, costs, damages or charges;
c)         loss of profits;
d)         loss of revenue;
e)         loss of contracts;
f)          loss of anticipated savings;
g)         loss of business;
h)         loss of use;
i)          loss of goodwill; and
j)          loss or damage arising from loss, damage or corruption of any data.

6.6       MEWA shall not be liable for any breach of this Contract directly or indirectly caused by circumstances beyond its reasonable control and which prevents it from performing its obligations under this Contract.

7          Use of your data by MEWA
7.1       The personal data of the Customer are processed by MEWA according to the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679. MEWA processes and uses personal data within the scope of the legal provisions, e.g. for order processing, customer support and information to the Customer about MEWA products. MEWA assumes, that the customer consents to this use of all the data by notifying them via the documents (e.g. order, mail,...) The processing of Personal Data by MEWA is subject to the MEWA privacy policy, which can readily be accessed on the MEWA website.
7.2       Upon placing the first order, Customers will receive an account for the Self Service section on MEWA Customer Portal. Login details will be sent to the e-mail address provided by the Customer during the order process. The Customer ensures that all relevant information regarding the Contract such as, but not limited to its contact and payment information is correct and up to date.
8          MEWA Customer Portal          Confidentiality and announcements
8,1       “Confidential Information” means all information of a confidential nature in the disclosing party’s possession or control, whether created before or after the date of this Contract, whatever its format, and whether or not marked “confidential”, but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party’s possession or comes into the other party’s possession without breach of any third party’s confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party.
8.2       Each party shall safeguard the other party’s Confidential Information as it would its own confidential information, and shall use, copy and disclose that Confidential Information only in connection with the proper performance of this agreement and/or a Contract.
8.3       Nothing in this Contract shall be construed so as to prevent one party from disclosing the other’s Confidential Information where required to do so by a court or other competent authority, provided that, unless prevented by law, the first party promptly notifies the other party in advance and discloses only that part of the other party’s Confidential Information that it is compelled to disclose.
8.4       Each party shall tell the other immediately if it discovers that this Clause 8 has been breached and shall, on request, return to the other all of the other party’s Confidential Information which is in a physical form and destroy any other records containing Confidential Information.
9          Miscellaneous
9.1       The place of jurisdiction for all disputes arising from and in connection with this Contract shall be the Courts of England and Wales.
9.2       This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
9.3       These Terms and Conditions and the Contract are made only in the English language.
9.4       The Customer should print a copy of these Terms and Conditions or save them on his computer for future reference.
9.5       Supplementary agreements, amendments or additions to this Contract are only effective if agreed in writing. For changes in quantity, instructions as set out in clause 4.2 are sufficient.
9.6       If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
9.7          MEWA may at any time transfer its rights and obligations under this Contract to another company of the MEWA Group, provided that the scope of services is not restricted.
9.8          The Customer shall not assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under this Contract or any interest in them.
9.9          Nothing in the Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties.  No party shall have the authority to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any purpose.
9.10         The parties do not intend any third party to have the right to enforce any provision of this agreement or a Contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
9.11         These General Terms and Conditions shall apply to the exclusion of and shall prevail over, any terms and conditions contained in or referred to in any documentation submitted by the Customer, or in any correspondence or elsewhere or implied by trade custom, practice or course of dealing.
9.12         The parties agree that no representations, warranties, undertakings or promises have been expressly or impliedly given in respect of the subject matter of this Contract other than those which are expressly stated in this Contract.
9.13         Neither party shall have any remedy in respect of any statement not set out in this agreement upon which it relied in entering into this agreement, unless the statement was made fraudulently.

05.04.2019