Stericycle, Inc. (“Stericycle”), and the customer named on the order form (“Order Form”) on behalf of itself and its affiliates, if any, ("Customer") agree to the terms and conditions on the Order Form and these Stericycle Terms and Conditions, which constitute the agreement for Customer’s services from Stericycle (the "Agreement").
1. Services. Stericycle will provide Customer the services set forth on the Order Form (the “Services”) which are incorporated herein and made a part of this Agreement. The current versions of the applicable Stericycle Waste Acceptance Policies (“WAPs”) are posted at https://www.stericycle.com/en-us/about-us/policies-positions and made a part of this Agreement. Stericycle may periodically update the WAPs. Customer shall comply with the WAP(s) applicable to the Services. During the Term, Stericycle shall be the exclusive provider of the Services to Customer at all of its locations, and Customer shall use no other provider for the Services, whether at the service location(s) set forth herein or at any other current or future location(s) of Customer.
2. Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date indicated above and last for the number of months specified as the Initial Term above. Unless Customer provides at least ninety (90) days' written notice prior to the expiration of a Term that it does not wish to continue with the Agreement, this Agreement will automatically renew for successive terms of the same duration as the Initial Term (each, an “Extension Term”). The Initial Term and each Extension Term, if any, are collectively referred to as the “Term”. Upon the expiration or termination of this Agreement, Customer shall pay Stericycle all amounts due for services and products provided prior to the expiration or termination (and any other amounts due to Stericycle, which may include a final pickup fee).
3. Pricing. Customer shall pay Stericycle the service fees (“Service Fees”) and surcharges as set forth on this Agreement. Stericycle reserves the right, at its sole discretion, to annually increase the Service Fees on or after each anniversary of the Effective Date in accordance with the Annual Price Increase amount specified on the Order Form. Additionally, Stericycle 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. Notwithstanding any provision to the contrary, for Customers with transactional pricing models, Customer shall pay the No Waste Charge if Customer declines or cancels a scheduled service or if Customer’s location is closed during a scheduled service. Customer shall pay the Minimum Pickup Charge for service where the total container and stop fees are less than the Minimum Pickup Charge. For Customers with subscription-based pricing models, for services rendered beyond the stated quantities, the total charge will increase based on the amount of units serviced at the applicable additional container rate, extra material unit rate or the current Stericycle standard list price. Stericycle 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, including, but not limited to the Fuel Surcharge and Environmental Surcharge, available at www.stericycle.com. The Schedule of Ancillary Charges is incorporated by reference as if fully set forth herein and is subject to change in Stericycle’s discretion.
4. Payment Terms. Customer is required to make full payment of each invoice issued by Stericycle within the number of days specified on the Order Form, starting from the date of the invoice. Payment should be made using ACH or any other agreed upon method. If Stericycle does not receive payment of the invoiced amount within the stipulated timeframe, a late fee of 1.5% per month will apply to the outstanding balance (or the maximum amount allowed by law, if different). Customer shall reimburse Stericycle for all costs incurred in collecting overdue amounts, including reasonable attorney’s fees. Stericycle reserves the right, with prior notice, to suspend Services until any overdue amounts (including late fees and enforcement and collection costs, if applicable) are paid. If Customer has a legitimate dispute regarding any portion of a Stericycle invoice, Customer must promptly pay the undisputed portion of the invoice in accordance with the terms and conditions of this Agreement and submit a written claim to Stericycle for the disputed amount. Claims must be submitted to Stericycle within ninety (90) days of the invoice date for the relevant Services. Failure to dispute charges within this timeframe waives Customer's right to dispute such charges. Additionally, Customer is responsible for paying all taxes imposed by any governmental authority related to the purchase of any Services and products under this Agreement. This includes all sales, use, excise, occupation, franchise, and similar taxes and tax-like fees and charges, excluding all taxes on Stericycle’s net income. Stericycle will cooperate with Customer to determine the applicability of exemption certificates provided in a timely manner. Customer is not permitted to withhold payment through set-off or counterclaim. Stericycle will issue invoices to Customer in accordance with its standard billing process and is not obligated to adopt Customer’s billing process or any Customer portals. If in Stericycle's discretion, it agrees to deviate from its standard billing process or otherwise use a Customer portal, such agreement may include: (a) Customer agreeing to pay a billing surcharge; (b) Customer reimbursing Stericycle for all fees or other costs associated with using Customer’s portal; and/or (c) Customer accepting any other reasonable requirements set by Stericycle related to non-standard billing processes.
5. Equipment. Customer is responsible for the care, custody and control of any containers and other equipment owned by Stericycle and placed at Customer’s premises (“Equipment”) and accepts responsibility and liability for the Equipment and its contents. Any damage to or loss of such Equipment, other than normal wear and tear, will be charged to Customer at full replacement value. Stericycle 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. Stericycle retains the right to retrieve its Equipment from Customer at any time, regardless of the location of the Equipment. Upon expiration or termination of this Agreement, Customer must cease using the Equipment and ensure its availability for the timely return to Stericycle.
6. Termination. Either party may terminate this Agreement, in whole or in part, upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice of such breach. Nonpayment by Customer of amounts rightfully owed to Stericycle or Customer's failure to comply with Stericycle polices related to the Services shall constitute a material breach. Either party may terminate this Agreement for convenience by giving the other party at least sixty (60) days’ notice; however, if Customer terminates this Agreement for convenience, whether in whole or in part, Customer shall be required to promptly pay Stericycle (a) all unpaid invoices and any late charges on those invoices; and (b) as liquidated damages and not as a penalty, an amount equal to 50% of Customer’s average monthly charge for the cancelled Services, multiplied by the number of months (including any partial months) remaining until the expiration of the Term.
7. Indemnification. Stericycle shall indemnify and hold Customer harmless from any liabilities damages, claims, penalties, fees, expenses, judgments and costs (including reasonable attorney’s fees and costs) (collectively, “Damages”) from third party claims arising from Stericycle’s gross negligence or willful misconduct while performing Services under this Agreement. Customer shall indemnify, defend and hold harmless Stericycle and its parents, subsidiaries, affiliates, successors and assigns, and each of their respective shareholders, members, officers, and directors, from all Damages resulting from Customer’s actual or threatened breach of its obligations under this Agreement, including, without limitation, any Damages relating to the Equipment, the destruction or removal of waste, Non-Conforming Waste (as defined in the WAP), or Customer’s failure to properly store, package, label, or segregate waste in connection with the Services.
8. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, STERICYCLE WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, FINES, CIVIL PENALTIES, GOODWILL, DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES) ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO STERICYCLE’S BREACH OR ALLEGED BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF STERICYCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STERICYCLE’S AGGREGATE LIABILITY, IF ANY, IS LIMITED TO THE AMOUNT OF SERVICE FEES RECEIVED BY STERICYCLE FROM CUSTOMER UNDER THE AGREEMENT DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED LIABILITY.
9. Warranties. (a) Stericycle will perform the Services in a professional, workmanlike manner, consistent with applicable industry standards. In the event that the Services do not conform to this warranty and Customer notifies Stericycle of such within ten (10) business days of receipt of non-conforming Services, Stericycle’s exclusive obligation (and Customer’s exclusive remedy) will be for Stericycle to re-perform such Services at no additional cost to Customer. EXCEPT FOR THE FOREGOING, STERICYCLE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND STERICYCLE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE SERVICES OR STERICYCLE’S PERFORMANCE HEREIN. (b) Customer represents and warrants that it has full right and authority to enter into and fulfill this Agreement without requiring consent from any third party, and this Agreement does not and will not conflict with any other obligations Customer may have to any other party. Customer further warrants that it is the owner or legal custodian of the waste and has full authority to permit Stericycle to store, transport, destroy, or otherwise dispose of the waste in accordance with this Agreement, free from liens, security interests, or other claims of third parties.
10. Compliance Materials. Stericycle grants Customer a limited license to use its compliance materials, whether provided in electronic or printed form solely for Customer’s own, non-commercial use. Stericycle may revoke this license at any time. Customer is expressly prohibited from copying, distributing, using, or republishing Stericycle’s compliance materials for any third party. Upon the expiration or termination of this Agreement, Customer agrees to return all of Stericycle’s compliance materials at Customer’s expense.
11. Confidentiality. Customer and Stericycle agree not to disclose Confidential Information (as defined below) to any third parties and to maintain its confidentiality. The parties will use Confidential Information solely for the purposes of executing this Agreement, and the parties agree that Stericycle may disclose Confidential Information to its subcontractors. As defined herein, “Confidential Information” refers to this Agreement and any information provided by one party to the other in confidence that relates to the disclosing party’s pricing, policies, procedures, property, business and/or affairs, and excludes: (a) information that is or has become available due to disclosure by a third party having a legal right to make such disclosure; and (b) information known to the other party prior to receiving it or developed independently without use of the other party’s Confidential Information.
12. Compliance with Laws. Each party shall comply with all laws, rules and regulations applicable to its performance hereunder, including anti-corruption, economic and trade sanctions laws. Stericycle and Customer shall keep adequate books, records and documentation as required by applicable laws, rules, and regulations pertaining to the storage or handling of waste and the Services hereunder.
13. Excuse of Performance. Except for the payment of any amounts due, in the event either party is prevented, hindered, or delayed from performing any act required under this Agreement due to acts of God, acts of war or terrorism, labor difficulties, civil unrest, legal processes, epidemics or pandemics, power failures, or any similar reasons not directly the fault of such party, or due to actions of the other party or its agents, the performance of such act shall be excused for the duration of that delay and the time for performing such act shall be extended by a period equivalent to the duration of the delay.
14. Governing Law & Dispute Resolution/Agreement to Arbitrate/Class Waiver. Except as otherwise stated in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law provisions. Any disputes, issues or controversies arising in connection with or relating to this Agreement in any way whatsoever or between the parties (“Disputes”) that the parties are unable to resolve informally or through mediation or other means shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association (“AAA”) in arbitration governed by the Federal Arbitration Act (as the parties acknowledge that the services provided involve interstate commerce) and by means of AAA’s Commercial Arbitration Rules and Mediation Procedures (as amended and effective September 1, 2022) (“AAA’s Rules”). To the extent that AAA’s Rules are subsequently amended, the parties agree that AAA’s Rules will be utilized as they existed on September 1, 2022, unless the parties agree otherwise. Expenses of the arbitration (including compensation of the arbitrator) shall at all times be borne equally by the parties, and administrative expenses shall be borne in the manner specified in Rule R-55 of AAA’s Rules. The parties will, however, bear their own legal fees. All issues of arbitrability will be decided exclusively by the arbitrator.
All Disputes will be determined on an individual, non-class basis, and in no event shall class arbitration be allowed or utilized nor shall the claims of any other party be consolidated with the claims of any Customer in any arbitration conducted under this provision. To the extent permissible under governing law, Customer further agrees to not participate as a party or absent class member in any class action or other representative proceeding against Stericycle or its affiliates. The exclusive jurisdiction and forum for resolution of any Dispute shall be by arbitration, which shall take place in the state where Customer is located at the closest AAA office to the Dispute.
15. Waste Brokers. Stericycle reserves the right to interact solely with Customer and not with any third-party agents acting on behalf of Customer for all matters related to this Agreement. Customer hereby represents and warrants to Stericycle that it is entering into this Agreement on its own behalf and not through the services of a broker or agent. In the event of a breach of this representation and warranty, Stericycle 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.
16. Notices. All required notices, or any that the parties may wish to convey under this Agreement, must be in writing and sent to the Customer's address set forth on the Order Form, and in the case of Stericycle, to: Stericycle, Inc. 2355 Waukegan Road, Bannockburn, IL 60015, Attn: Legal Department. Notices shall be effective when received.
17. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any prior agreements or arrangements between the parties for the Services. (b) This Agreement may only be modified by a written amendment signed by an authorized representative of each party. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, legal representatives and heirs. Either party may assign this Agreement to an affiliate, a purchaser of all or substantially all of its assets, or to any successor corporation resulting from any merger or consolidation of a party into such corporation. Customer must provide Stericycle with at least ninety (90) days’ written notice of any proposed assignment. (d) Stericycle may subcontract any element of the Services without Customer’s prior express written consent provided Stericycle remains responsible for the provision of such Services. (e) Stericycle’s relationship with Customer is that of an independent contractor, and nothing in this Agreement shall be construed to designate Stericycle as an employee, agent, partner, or a joint venture with Customer. (f) The failure of either party to insist upon the performance of any provision hereof, or to exercise any right granted under any provision hereof, will not be construed as waiving that provision or any other provision, and the provision will continue in full force and effect. All waivers must be in writing and signed by the party waiving its rights. (g) No term or condition contained in a Customer purchase order, invoice acknowledgment, or any other document from Customer shall be binding upon Stericycle unless agreed to by Stericycle in writing. In the event of a conflict between a term or condition contained in a Customer purchase order, invoice acknowledgment, or any other document from Customer and this Agreement, the terms and conditions of this Agreement shall prevail. (h) Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Agreement will remain in full force and effect. (i) No references to Stericycle, its affiliates, trade names, trademarks, service marks, brands, marks, logos, codes, drawings or specifications will be used by Customer in any capacity, including without limitation, Customer’s advertising, promotional efforts or any publicity of any kind, without Stericycle’s prior written consent. (j) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. (k) This Agreement may be executed by electronic copy, and the parties agree that electronic signatures shall have the same effect as original signatures.
18. No Fine. No Fee. OSHA Guarantee Requirements. With regard to Steri·Safe℠ Compliance Solutions, Stericycle will reimburse any Customer who subscribes to a Preferred or Platinum Level Program for any civil penalty or portion thereof contained in a citation issued by the U.S. Occupational Safety and Health Administration (OSHA) for a violation of the bloodborne pathogens standard at 29 C.F.R. § 1910.1030 or of a state standard that is identical to the federal bloodborne pathogens standard. Stericycle’s obligation to reimburse Customer under this Section is contingent upon: (a) at the time that Customer received the citation, Customer must be subscribed to a Preferred or Platinum Level Program and must not be delinquent on any payments due; (b) the citation must concern Customer’s actions or omissions during the period that the Customer was a subscriber to a Preferred or Platinum Level Program; (c) Customer having fully followed each recommendation and instruction included in the Preferred or Platinum Level Program as related to compliance with the bloodborne pathogens standard (whether expressed orally by employees or agents of Stericycle or as set forth in any compliance materials); (d) the citation must not relate to actions or omissions for which Customer had previously received a citation; (e) Customer notifying Stericycle as soon as possible after receiving the citation and promptly providing all information and materials requested by Stericycle related to such citation; (f) allowing Stericycle to fully participate in (and, upon request, take control of any aspects of) any defense of the citation; (g) obtaining Stericycle’s prior approval of any settlement related to the citation; and (h) Customer paying any civil penalty due in a timely manner and providing acceptable proof of such payment to Stericycle. Stericycle’s reimbursement responsibility is limited to civil penalties for actions or omissions during the period that Customer was subscribed to a Preferred or Platinum Level Program. Stericycle shall not have any reimbursement responsibility for any civil penalties due for any period after the date that the citation is received. Customer’s failure to perform any of its obligations in this Section to Stericycle’s satisfaction shall absolve Stericycle of its reimbursement responsibilities. For purposes of clarity, Stericycle’s reimbursement obligations are for the applicable civil penalty only, and Stericycle shall not be responsible for any costs or expenses of any kind that Customer may incur as a result of receiving such citation or any action taken to bring Customer into compliance.