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Terms and Conditions

 TERMS AND CONDITIONS FOR LANDFILL REDUCTION AND RECYCLING, INC., dba, GreenRite Supply 1)  ACCEPTANCE. The proposal embodied by this document, the attached quote,  and any writings incorporated by reference (collectively, the  “Agreement”) may be accepted by any definite and reasonable expression  of acceptance. Acceptance is limited to the terms and conditions of the  Agreement; no additional or different terms or conditions contained in  any acceptance shall become part of the contract formed as a result of  such acceptance. This Agreement may not be modified except by written  agreement signed by a duly authorized representative of Landfill  Reduction & Recycling, Inc. (“LRR”). Any provisions of Customer’s  purchase order or other document, which is inconsistent with the  foregoing, shall be of no force and effect. 2) FORCE MAJEURE. LRR shall  not be liable for any failure of any performance under this Agreement if  such failure is occasioned by war, labor shortage, materials shortage,  fire, flood, or by any act of God, or by any other cause beyond the  control of LRR. 3) PAYMENT AND TERMS. The sales price shall be as stated  on the attached quote. The services to be provided by LRR are limited  to those specifically delineated on the attached quote. Payment is due  [within 30 days of the date of invoice], time being of the essence.  Accounts past due shall be charged a late fee at a rate of 1.5% per  month (or 1.0% per month if a “consumer transaction” as defined under  applicable law), or the maximum amount permitted by law, from the date  of invoice. To the extent permitted by applicable law, Customer shall be  liable to LRR for all costs of collection, including but not limited to  actual reasonable attorneys’ fees, incurred by LRR in connection with  actions or efforts to collect any balance owed by Customer. 4)  LIMITATION OF WARRANTY. LRR shall not be liable to Customer or anyone  claiming by, through, or under Customer for any error of judgment or  mistake of law or for any loss, except a loss resulting from willful  malfeasance, bad faith, or gross negligence on the part of LRR. LRR  MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR  SERVICES SOLD HEREUNDER. ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND  ANY IMPLIED WARRANTY THAT THE GOODS OR SERVICES ARE FIT FOR A PARTICULAR  PURPOSE, ARE HEREBY DISCLAIMED. 5) LIMITATION OF LRR’S LIABILITY.  Notwithstanding any other provision, the total liability, in the  aggregate, of LRR and LRR’s officers, directors, employees, and agents  to Customer for any and all claims, losses, costs, or damages whatsoever  arising out of, resulting from or in any way related to the goods or  services provided by LRR shall not exceed the amounts actually received  by LRR from Customer. Notwithstanding any other provision, LRR and LRR’s  officers, directors, employees, and agents shall not be liable to  Customer for any special, incidental, indirect, or consequential damages  whatsoever. 6) CUSTOMER’S LIABILITY. Notwithstanding any other  provision, Customer shall be liable to LRR for all loss, costs and  damages, including reasonable attorneys’ fees, arising out of, resulting  from or in any way related to the goods or services provided by LRR to  Customer, including, but not limited to, any and all damage to trucks,  trailers and containers rented or used by Customer whether said truck,  trailer or container is owned by LRR or any party with whom LRR has or  is contracting, as well as any costs or expenses incurred by LRR as a  result of Customer’s breach of Section 7 herein. Further, Customer  represents and acknowledges that it has been informed of the legal  weight limit for all vehicles Customer rents from LRR and understands  the procedure(s) necessary to measure said weight, and Customer accepts  liability for all loss, costs and damages, including reasonable  attorneys’ fees, and agrees to be solely responsible for all losses,  costs, and damages incurred as a result of any weight restriction  violation issued to or against a LRR vehicle rented or used by Customer.  7) HAZARDOUS WASTE AND OTHER ITEMS. Customer acknowledges and  understands that many of the items accepted by LRR or a partner facility  are reused, recycled, or refurbished for another purpose and that LRR  is damaged by Customer delivering Hazardous Waste or items not accepted  by LRR. Customer represents and warrants that it will not deliver any  Hazardous Waste or not accepted item to LRR or a partner facility, and  agrees to be liable to LRR for all loss, costs and damages, including  reasonable attorneys’ fees, arising out of, resulting from or in any way  related to Customer delivering to LRR or a partner facility any  Hazardous Waste or items not accepted by LRR. For the purposes of this  Agreement, the term “Hazardous Waste” shall be defined as: “Hazardous  waste is the waste that is dangerous or potentially harmful to our  health or the environment. Hazardous wastes can be liquids, solids,  gases, or sludges. They can also be discarded commercial or consumer  products.” 8) INDEMNIFICATION. Customer shall indemnify, defend, and  hold LRR and its successors, heirs, assigns, representatives, owners,  executives, employees and agents harmless from and against all claims,  losses, liabilities, costs, expenses, obligations and damages,  including, but not limited to, litigation costs and attorneys’ fees,  sustained, incurred or required to be paid by LRR or any of its  successors, heirs, assigns, representatives, owners, executives,  employees and agents from the negligent or intentional actions of  Customer related to or resulting from this Agreement. 9) LRR’s  COMPLIANCE. LRR warrants that all goods and services supplied under this  Agreement shall comply with all state, federal and local laws, rules  and regulations. For on-site performance of services, if applicable, LRR  shall adhere to all safety, health or other administrative  requirements, rules and regulations or procedure of Customer and its  facilities where services are performed. 10) GOVERNING LAW;  JURISDICTION. This Agreement shall be governed by, and construed and  enforced in accordance with, the laws of Wisconsin, exclusive of  Wisconsin’s conflict of laws provisions. Any and all claims, questions  or disputes regarding the interpretation performance and enforceability  of this Agreement, the rights and remedies of the parties hereunder, and  all related actions or counterclaims shall be initiated and or  prosecuted exclusively in Outagamie County Circuit Court, Appleton,  Wisconsin. The parties further agree to submit to the jurisdiction of  said courts. 11) ENTIRE AGREEMENT. This Agreement is the entire  agreement between the parties with respect to the transaction  contemplated herein and supersedes all previous written or oral  negotiations, commitments and writings. No promises, agreements,  representations or warranties with respect to said transaction have been  made by any of the parties except as set forth herein. 12) BINDING  EFFECT. This Agreement shall bind and benefit the parties and their  respective personal and legal representatives, heirs, successors, and  permitted assigns. 13) AUTHORITY. Each party warrants to the other party  that is has the authority to enter into this Agreement and that all  necessary corporate or other approvals have been or will be obtained.  14) INDEPENDENT CONTRACTOR. Each party acknowledges that it is an  independent contractor and is neither an agent, partner, joint venturer,  nor employee of the other party. A party shall have no authority to  bind or otherwise obligate the other party in any manner nor shall a  party represent to anyone that it has a right to do so. 15) WAIVER. The  failure of either party to insist on strict performance of this  Agreement by the other, according to the terms and understanding herein  set forth, shall not be construed as a waiver of the right to insist on  such performance and no waiver by either party of any breach by the  other of any provisions hereof shall be deemed a waiver of any other  prior or subsequent breach. 16) SEVERABILITY. Each provision of this  Agreement shall be considered severable, and if for any reason any  provision or provisions of this Agreement are determined to be invalid  and contrary to any existing or future law, the invalidity shall not  affect or impair the operation of those portions of this Agreement that  are valid, or the application of such provisions in situations in which  they are not invalid. 17) LIEN NOTICE AND ACKNOWLEDGMENT. AS REQUIRED BY  THE WISCONSIN CONSTRUCTION LIEN LAW, LANDFILL REDUCTION AND RECYCLING,  INC., HEREBY NOTIFIES CUSTOMER THAT PERSONS OR COMPANIES FURNISHING  LABOR OR MATERIALS FOR THE CONSTRUCTION ON CUSTOMER’S LAND MAY HAVE LIEN  RIGHTS ON CUSTOMER’S LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO  LIEN RIGHTS, IN ADDITION TO LANDFILL REDUCTION AND RECYCLING, INC., ARE  THOSE WHO CONTRACT DIRECTLY WITH THE CUSTOMER OR THOSE WHO GIVE THE  CUSTOMER NOTICE WITHIN 60 DAYS AFTER THEY FIRST FURNISH LABOR OR  MATERIALS FOR THE CONSTRUCTION. ACCORDINGLY, CUSTOMER MAY RECEIVE  NOTICES FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION,  AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO THE MORTGAGE LENDER,  IF ANY.