Recycle Services & Recycle Waste Services — Glass Recycling & Trucking

Effective Date: 07/01/2026 | Version: 1.0

APPLICABILITY: These Terms and Conditions (“Terms”) apply to all Purchase Orders (“PO”) issued by Recycle Services (“Buyer”) to any vendor, supplier, contractor, or service provider (“Seller”). By accepting a PO — whether by written acknowledgment, commencement of performance, delivery of goods, or provision of services — Seller agrees to be bound by these Terms in their entirety.

1. DEFINITIONS

As used in these Terms, the following definitions apply:

“Buyer” means Recycle Services, Recycle Waste Services, and their subsidiaries, affiliates, and authorized agents.
“Seller” means the vendor, supplier, subcontractor, service provider, or other party to whom the PO is issued.
“Goods” means any materials, parts, equipment, machinery, vehicles, supplies, or other tangible items ordered under a PO.
“Services” means any labor, maintenance, repair, installation, hauling, transport, or other work ordered under a PO.
“PO” means a Purchase Order issued by Buyer, together with any attachments, specifications, or incorporated documents.
“Contract” means the agreement formed by Buyer’s PO and Seller’s acceptance, governed by these Terms.
“Hazardous Materials” means any substance regulated under applicable environmental, health, safety, or transportation laws.

2. ACCEPTANCE OF TERMS

Seller’s acceptance of a PO constitutes Seller’s agreement to these Terms. These Terms supersede any terms or conditions contained in Seller’s quotation, acknowledgment, invoice, or other documents. No additional or different terms proposed by Seller shall be binding unless expressly accepted in writing by an authorized representative of Buyer. These Terms are deemed accepted by any of the following: written acknowledgment, commencement of performance, shipment or delivery of goods

3. PURCHASE PRICE AND PAYMENT

3.1 Price

The price stated on the PO is firm and not subject to increase unless Buyer agrees in writing prior to delivery or commencement of performance. Seller warrants that prices charged do not exceed prices presently charged to other buyers for similar quantities under similar conditions.

3.2 Invoicing

Seller shall submit invoices to the billing address shown on the PO. Each invoice must reference the PO number, itemize Goods or Services, and include any required documentation (e.g., delivery receipts, inspection reports, or certifications). Invoices submitted without a valid PO number may be returned unpaid.

3.3 Payment Terms

Unless otherwise stated on the PO, payment terms are Net 30 days from Buyer’s receipt of a proper invoice. Buyer reserves the right to withhold payment for Goods or Services that do not conform to the PO or these Terms. Payment does not constitute acceptance of nonconforming Goods or Services.

3.4 Taxes and Duties

Unless otherwise specified, prices include all applicable taxes, duties, and fees. If taxes are separately stated, Seller is responsible for proper tax collection, reporting, and remittance. Buyer is exempt from certain state and local taxes and will provide exemption certificates where applicable.

3.5 Set-Off

Buyer reserves the right to set off against amounts owed to Seller any amounts Seller owes to Buyer, including claims for defective Goods, warranty work, or breach of this Contract. Buyer agrees to indicate the set off with specific set off amount and details as to the reason for set off.

4. DELIVERY, SHIPPING, AND TITLE

4.1 Delivery Schedule

Time is of the essence. Seller shall deliver Goods or perform Services by the date(s) specified in the PO. If Seller anticipates a delay, Seller shall immediately notify Buyer in writing with the reason and estimated revised schedule.

4.2 Shipping Terms

Unless otherwise stated on the PO, all Goods shall be delivered Free on Board (“FOB”) Destination to the delivery location specified on the PO. Risk of loss and title transfer to Buyer upon Buyer’s physical receipt and acceptance.

4.3 Packing and Documentation

Goods shall be properly packed, crated, and labeled to prevent damage in transit and to comply with carrier and regulatory requirements. Seller shall include packing slips, safety data sheets (SDS), certificates of conformance, or other documentation required by the PO or applicable law.

4.4 Excess or Short Shipments

Buyer is not obligated to pay for Goods delivered in excess of the quantity ordered and may return excess Goods at Seller’s expense. Partial deliveries are permitted only with prior written approval.

5. INSPECTION AND ACCEPTANCE

Goods. Buyer has the right to inspect all Goods upon delivery or completion. Buyer’s acceptance is not final until 7 calendar days after the receipt of each shipment of Goods. Upon inspection, Buyer may reject any Goods that fail to conform to the PO, applicable specifications, or warranties. Buyer shall notify Seller in writing of the reason for the rejection and shall, at Seller’s expense (including costs of shipment), return the non-conforming Goods to Supplier for confirmation of the defect and refund of any price previously paid by Buyer for such non-conforming Goods. The act of payment for Goods shall not of itself signify acceptance. Buyer shall not be liable for any storage costs incurred on rejected Goods beyond 15 days after notice of rejection.

Services. If any of the Services performed by Seller do not conform to the PO, professional standards, warranties, or requirements of these Terms, Buyer shall, within 7 calendar days of completion of the Services, notify Seller in writing of the non-conformity. Seller shall, within 7 calendar days of notice of the nonconformity, re-perform or correct the non-conforming Services at no additional cost to Buyer. If Seller fails or refuses to correct the services within 7 days of receiving notice, Buyer may reject the Services, withhold payment for the non-conforming Services, and receive a refund of any amount previously paid by Buyer for such non-conforming Services.

6. CHANGES AND ORDER MODIFICATIONS

Buyer may, at any time, issue written change orders modifying the scope, specifications, quantities, delivery schedule, or other terms of a PO. Seller shall proceed in accordance with change orders. If a change causes an increase or decrease in cost or schedule, Seller shall submit a written proposal for equitable adjustment within 10 business days. No modification is binding unless in writing and signed by an authorized Buyer representative. Oral agreements or course of dealing shall not constitute modifications.

7. WARRANTIES

7.1 Goods Warranty

Seller warrants that all Goods shall: (a) conform to all specifications, drawings, samples, and descriptions stated in the PO; (b) be new, of merchantable quality, and fit for the particular purpose intended by Buyer; (c) be free from defects in design, material, and workmanship; (d) comply with all applicable laws, regulations, and industry standards; and (e) not infringe any third-party intellectual property rights.

7.2 Services Warranty

Seller warrants that all Services shall be performed: (a) in a professional and workmanlike manner by qualified personnel; (b) in accordance with all applicable laws, regulations, permits, and safety standards; and (c) in full conformance with the requirements of the PO.

7.3 Warranty Period

Unless otherwise specified, the warranty period for Goods is 12 months from the date of Buyer’s acceptance, or the manufacturer’s warranty period, whichever is longer. The warranty period for Services is 12 months from acceptance.

7.4 Warranty Remedies

If Buyer discovers a breach of warranty, Buyer may, at its option, require Seller to repair or replace defective Goods, re-perform deficient Services, or provide a credit or refund. Seller shall bear all costs of warranty remedies, including without limitation transportation, labor, and materials.

8. REGULATORY COMPLIANCE AND PERMITS

Seller shall comply with all applicable federal, state, and local laws, regulations, rules, and ordinances, including without limitation all safety, environmental, transportation, employment and labor laws, regulations, rules and ordinances. Seller shall obtain and maintain, at its sole cost, all permits, licenses, and certifications required to perform the PO. Seller shall promptly notify Buyer of any regulatory violations, investigations, citations, or permit issues arising from or related to performance under a PO.

9. INDEPENDENT CONTRACTOR

The relationship between Buyer and Seller is that of independent contractors. Nothing in these Terms shall be construed to create an employment, partnership, joint venture, agency, or franchise relationship between Buyer and Seller or between the parties’ employees, subcontractors, or agents. Neither party has any authority to bind the other or incur any obligation on the other’s behalf without prior written consent. Each party is solely responsible for its own: (a) compensation, benefits, taxes, and withholdings for its employees and subcontractors; (b) supervision and direction of its workforce; and (c) compliance with all employment laws. Neither party’s employees, subcontractors, or agents shall be considered employees of the other party for any purpose.

10. INSURANCE

Seller shall procure and maintain, at its own expense, the following minimum insurance coverages throughout the term of any active PO and for a period of not less than two (2) years thereafter:

Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate
Automobile Liability (if vehicles are used): $1,000,000 combined single limit
Workers’ Compensation: Statutory limits as required by applicable state law
Professional Liability / E&O (if applicable to Services): $1,000,000 per occurrence

All policies shall name Recycle Services as an additional insured. Seller shall provide Buyer with certificates of insurance upon request and at least 30 days’ prior written notice of cancellation or material modification. Seller’s failure to maintain required insurance shall constitute a material breach.

11. INDEMNIFICATION

Seller shall defend, indemnify, and hold harmless Buyer and its officers, directors, employees, agents, and successors (collectively, “Indemnitees”) from and against any and all claims, suits, losses, damages, liabilities, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Seller’s breach of any representation, warranty, or obligation under these Terms; (b) any negligent or wrongful act or omission of Seller or its employees, agents, or subcontractors; (c) personal injury or death of any person, or damage to property, caused by Seller; (d) infringement of any intellectual property right by Goods or Services; or (e) Seller’s violation of any applicable law, regulation, or contract. This indemnification obligation shall survive termination of the Contract.

12. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM SELLER’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS OR LOST REVENUE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER’S TOTAL LIABILITY UNDER ANY PO SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SELLER UNDER THAT PO.

13. INTELLECTUAL PROPERTY

Any custom designs, drawings, specifications, software, or work product created specifically for Buyer under a PO shall be considered “works made for hire” and shall be owned exclusively by Buyer. To the extent any such work does not qualify as a work made for hire, Seller hereby assigns all rights, title, and interest therein to Buyer. Seller shall not use Buyer’s name, logo, trademarks, or proprietary information for any marketing or other purpose without Buyer’s prior written consent.

14. CONFIDENTIALITY

Seller shall keep confidential all non-public information received from Buyer in connection with any PO, including pricing, specifications, business plans, customer information, and operational data (“Confidential Information”). Seller shall: (a) use Confidential Information solely for performance under the applicable PO; (b) not disclose Confidential Information to third parties without Buyer’s prior written consent; and (c) protect Confidential Information with at least the same degree of care Seller uses for its own confidential information, but in no event less than reasonable care. This obligation survives termination for a period of five (5) years.

15. HAZARDOUS MATERIALS AND ENVIRONMENTAL

Given the nature of Buyer’s glass recycling and trucking operations, the following provisions are especially critical:

15.1 Material Safety

Seller shall provide current Safety Data Sheets (SDS) for any Goods that constitute Hazardous Materials. Seller shall properly label, package, and transport all Hazardous Materials in compliance with DOT, EPA, and all applicable laws.

15.2 Environmental Compliance

Seller warrants that Goods and Services provided under any PO shall not result in the release of Hazardous Materials at Buyer’s facilities or in connection with Buyer’s operations. Seller shall promptly notify Buyer of any contamination caused by Seller and shall promptly remediate any such contamination at its own expense and to Buyer’s satisfaction.

15.3 Waste Disposal

Seller is responsible for the lawful disposal of all waste, scrap, and by-products generated by Seller in the course of performing Services. Seller shall not use Buyer’s waste disposal facilities without prior written approval.

16. EQUIPMENT AND VEHICLE SAFETY

When Seller’s work involves heavy equipment, vehicles, or operations at Buyer’s facilities or job sites:

Seller shall ensure all equipment and vehicles comply with applicable OSHA, DOT, and state safety requirements.
Seller’s operators shall be properly licensed, certified, and trained for the equipment they operate.
Seller shall comply with Buyer’s site-specific safety rules and procedures at all times.
Seller shall conduct pre-operation inspections and maintain equipment in safe working condition.
Seller shall immediately report all on-site accidents, injuries, or near-miss incidents to Buyer.
Buyer reserves the right to remove from its premises any equipment or personnel deemed unsafe.

17. SUBCONTRACTING AND ASSIGNMENT

Seller shall not subcontract or assign its obligations under any PO without Buyer’s prior written consent. Approved subcontracting does not relieve Seller of responsibility for performance. Seller shall impose the same obligations on any approved subcontractors as apply to Seller under these Terms. Buyer may assign its rights under any PO without Seller’s consent.

18. TERMINATION

18.1 Termination for Convenience

Buyer may terminate any PO in whole or in part at any time for any reason upon written notice to Seller. Upon receipt of such written notice, Seller shall immediately stop all work, unless the notice dictates otherwise. In the event of termination for convenience, Buyer shall pay Seller for conforming Goods delivered prior to termination and Services satisfactorily performed prior to the termination date. Buyer shall have no liability for anticipated profits, overhead on unperformed work, or other indirect costs.

18.2 Termination for Cause

Buyer may terminate a PO immediately upon written notice if Seller: (a) materially breaches these Terms and fails to cure within 10 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings; (c) engages in fraud, willful misconduct, or illegal conduct; or (d) fails to maintain required insurance or licensure. Termination for cause shall not limit Buyer’s other remedies.

19. DISPUTE RESOLUTION

The parties shall attempt to resolve disputes through good-faith negotiation. If a dispute cannot be resolved within 30 days of written notice by one party to the other, either party may pursue binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), or litigation in the courts of competent jurisdiction in Ohio. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief without first engaging in arbitration or negotiation.

20. GOVERNING LAW AND VENUE

These Terms and all POs shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles. Exclusive jurisdiction and venue for any dispute shall be the state or federal courts located in Lucas County, Ohio. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

21. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting directly from causes beyond its reasonable control, including acts of God, war, terrorism, labor strikes, government action, or natural disasters (“Force Majeure Events”). The affected party must: (a) provide prompt written notice; (b) use commercially reasonable efforts to mitigate the impact; and (c) resume performance as soon as practicable. If a Force Majeure Event delays Seller’s performance for more than 30 days, Buyer may terminate the affected PO without liability.

22. ANTI-CORRUPTION AND ETHICAL CONDUCT

Seller warrants that neither it nor any of its employees, agents, or subcontractors has offered, promised, paid, or authorized payment of anything of value to any person for the purpose of improperly influencing a decision, obtaining a business advantage, or violating applicable anti-bribery or anti-corruption laws (including the U.S. Foreign Corrupt Practices Act, if applicable). Seller shall not engage in anti-competitive conduct, including price-fixing, bid-rigging, or market allocation, in connection with any PO.

23. AUDIT AND RECORD RETENTION

Seller shall maintain complete and accurate records relating to each PO for a minimum of seven (7) years following final payment. Buyer (or its authorized representative) shall have the right, upon reasonable prior written notice, to audit Seller’s records relating to any PO to verify compliance with these Terms, including pricing, certifications, regulatory compliance, and insurance. Seller shall cooperate fully with any such audit.

24. GENERAL PROVISIONS

24.1 Entire Agreement

These Terms, together with the applicable PO and any attachments or incorporated documents, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, and agreements.

24.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

24.3 Waiver

Buyer’s failure to enforce any provision shall not be deemed a waiver of future enforcement rights. No waiver is effective unless in writing and signed by an authorized Buyer representative.

24.4 Notices

All notices shall be in writing and delivered by hand, overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the addresses stated on the PO or as otherwise designated in writing by the parties.

24.5 Counterparts and Electronic Signatures

A PO may be executed in counterparts and electronic signatures shall be deemed valid and binding to the same extent as original signatures.

24.6 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

24.7 Survival

Provisions that by their nature should survive termination shall do so, including without limitation: Sections 7 (Warranties), 11 (Indemnification), 12 (Limitation of Liability), 13 (Intellectual Property), 14 (Confidentiality), 19 (Dispute Resolution), and 23 (Audit).

— END OF TERMS AND CONDITIONS —Questions regarding these Terms should be directed to: Jamie Bunting / jbunting@recyclewasteservices.com.