Terms

1. Applicability

These General Terms and Conditions apply to all offers, activities, and agreements of and with A&M Groep B.V., hereinafter referred to as A&M.

The Client may only rely on provisions deviating from these General Terms and Conditions if such provisions have been expressly accepted in writing by A&M.

The applicability of the Client’s general terms and conditions is expressly excluded.

A Client who has once contracted under these General Terms and Conditions agrees to their applicability to subsequent agreements with A&M.

2. Definitions

Acceptance Conditions: the conditions of A&M under which the processor accepts the Waste Materials.

Waste Materials: all substances, preparations, or other products, including hazardous substances, offered or intended to be offered by the Client to A&M for the execution of activities, of which the Client disposes, intends to dispose, or is required to dispose for the purpose of removal.

Waste Processing: the collection, removal, transportation, storage, transfer, treatment, and processing of Waste Materials.

Processing Facility: the facility where Waste Materials are prepared for reuse, recovery, or other forms of processing, or where Waste Materials are transferred.

Collection Equipment: a container or other collection or storage equipment intended for the collection and transportation of Waste Materials and residual materials.

Client:
– the party to whom A&M makes an offer;
– the party for whom A&M performs or arranges activities;
– any other counterparty to any agreement with A&M.

Agreement(s): any agreement between A&M and the Client.

Parties: A&M and the Client.

A&M: A&M Groep B.V., with its registered office in Rotterdam, registered with the Chamber of Commerce under number 24344196.

Activities: all activities carried out by A&M in the course of its business operations, including collection, mediation, processing, treatment, storage, contracting work, transportation, sale, delivery, rental, and the provision (by loan or otherwise) of packaging materials, etc.

3. Offering of waste materials, analysis, and sampling

3.1 A&M shall not make an offer to the Client for Waste Processing until the Client has provided A&M with a clear description of the nature, properties, and composition of the Waste Materials. The Client is responsible for providing a complete and accurate description of the Waste Materials. If it subsequently appears that the Waste Materials deviate from this description, all consequences shall be entirely at the Client’s expense and risk.

3.2 Before making an offer, A&M may require samples of the Waste Materials to be taken for analysis. The costs associated with this shall be borne by the Client, unless it appears that the Waste Materials conform to the description referred to in the preceding paragraph and an Agreement relating to the Waste Materials is concluded between the Client and A&M.

4. Offers and agreements

4.1 Unless stated otherwise, offers made by A&M are non-binding.

4.2 Orders and instructions from the Client are irrevocable and require only timely acceptance by A&M. Acceptance shall be deemed to have taken place by written confirmation of acceptance by A&M, commencement of the execution of the activities, or the lapse of time if A&M has not revoked its offer within 10 days after the Client has accepted it.

4.3 Changes to or additions to the agreed activities shall be effected by written acceptance of the amended order by A&M or by execution of the request made by the Client.

4.4 The applicability of Articles 6:223(2) and 6:225(2) of the Dutch Civil Code is excluded.

5. Duration and termination

5.1 Unless expressly agreed otherwise, agreements are deemed to have been entered into for a period of one year. Upon expiration of this period, the agreement shall be tacitly renewed for another year.

5.2 Both Parties are entitled to terminate the Agreement subject to a notice period of three months prior to the end of the relevant year, unless expressly agreed otherwise in writing. Termination must be made in writing by registered mail with acknowledgment of receipt.

6. Price

6.1 Prices are exclusive of VAT and any other government-imposed levies and/or taxes, unless expressly stated otherwise in writing.

6.2 If normal working hours must be exceeded at the Client’s request or otherwise in good faith, A&M is entitled to charge surcharges.

6.3 A&M is at all times entitled to pass on any cost increases arising after the offer has been made or the Agreement has been concluded directly and in full to the Client, regardless of the reason.

6.4 A&M is entitled to index prices annually based on the CBS consumer price index or another index agreed upon between the Parties.

6.5 The costs associated with specific permits, rights, and taxes required for the execution of the Agreement shall be borne by the Client.

7. Execution

7.1 Any time period within which A&M must perform an obligation is indicative only, unless expressly agreed otherwise in writing.

7.2 A&M is entitled to execute the Activities at its own discretion, whether or not by engaging third parties and whether or not in parts.

7.3 In the event of subcontracting pursuant to paragraph 2 of this article, A&M shall remain responsible for the Waste Processing.

7.4 The Client shall always provide A&M in a timely manner with all data that A&M reasonably considers necessary for the proper execution of the Agreement.

7.5 The Client guarantees that all items belonging to it on or with which Activities are performed are safe and suitable for those Activities.

7.6 The Client shall observe all applicable occupational health, safety, environmental, and other regulations, rules, instructions, and directions imposed by the authorities and/or A&M in relation to the Activities.

7.7 A&M is not liable for damage or costs resulting from a carrier mistakenly collecting the wrong container. The Client remains responsible for correctly identifying the correct container(s) and providing the appropriate instructions to the carrier.

8. Payment

8.1 Payment must be made within 14 days of the invoice date. The Client is not entitled to set-off, discount, or suspend its payment obligations.

8.2 After expiry of the payment term referred to in paragraph 1, the Client shall be in default by operation of law without the need for notice of default. From that moment, the Client shall owe statutory interest on the amount due. A&M is entitled to suspend the execution of the Activities from the moment of default.

8.3 In the event of liquidation, bankruptcy, or suspension of payment of the Client, all obligations of the Client shall become immediately due and payable.

8.4 A&M is at all times entitled to require advance payment or security from the Client before commencing or continuing execution of the Agreement. If this requirement is not met upon first request, A&M is entitled to suspend execution or dissolve the Agreement, without prejudice to A&M’s right to compensation for damages, costs, and loss of turnover.

8.5 If the Client is in breach or default of one or more obligations, all judicial and extrajudicial collection costs shall be borne by the Client. Extrajudicial costs amount to 15% of the amount due, or, if actual costs are higher, the actual costs. Any liability is limited to the amount covered by A&M’s insurance policy. To the extent that damage is not covered by insurance, compensation is limited to a maximum of the invoice value related to the damage.

9. Force majeure

9.1 Force majeure means circumstances that prevent the fulfillment of obligations and cannot be attributed to A&M.

9.2 Force majeure on the part of A&M includes, but is not limited to: government measures, threat of war, (civil) war, riots, strikes or lockouts, transport difficulties, weather conditions delaying or preventing execution of the Agreement, withdrawal of permits of A&M and/or third parties required for execution, fire, and/or other disruptions within A&M’s business or that of its suppliers or other third parties relied upon.

9.3 A&M is also entitled to invoke force majeure if the circumstance preventing (further) performance arises after A&M should have fulfilled its obligations.

9.4 During force majeure, all obligations of A&M are suspended. If the force majeure situation lasts longer than 14 days, both A&M and the Client are entitled to dissolve the Agreement without any obligation to compensate damages. If the Client dissolves the Agreement, it must retrieve the Waste Materials or indicate where they can be delivered. Dissolution is entirely at the Client’s expense and risk. The same applies if A&M dissolves the Agreement.

9.5 If A&M has already partially fulfilled its obligations at the time force majeure occurs, or can only partially fulfill them, A&M is entitled to invoice the performed or to-be-performed part separately, and the Client is obliged to pay this invoice.

10. Liability of A&M

10.1 Except in cases of intent or gross negligence, A&M is not liable for any damage, including consequential damage, resulting from a failure to perform contractual obligations or from an unlawful act by A&M or persons for whom A&M is legally liable.

10.2 Except as provided in paragraph 1, the Client indemnifies A&M against all third-party claims for damages related to the execution of the Agreement.

10.3 A&M is not liable for damage resulting from a processing facility refusing Waste Materials. In such cases, the Waste Materials shall be returned to the Client at the Client’s expense.

10.4 A&M is not liable for damage to roads, pavements, buildings, or personal or property damage caused by a Collection Equipment or its placement, unless the damage is a direct result of defective equipment or improper conduct by A&M.

10.5 Any liability of A&M is limited to the amount covered by its insurance policy. If damage is not covered, compensation is limited to a maximum of the invoice value related to the damage.

Operational provisions

11. Liability of the Client

11.1 The Client is liable for damage caused to A&M’s personnel, auxiliaries, and property, as well as damage resulting from instructions given by or on behalf of the Client.

11.2 The Client is liable for all direct and indirect damage, including business damage, resulting from offering Waste Materials in violation of Article 3.1.

11.3 The Client is liable for damage resulting from incorrect, unclear, incomplete, or insufficient descriptions of the Waste Materials, unless expressly agreed otherwise in writing.

11.4 If A&M is held liable by third parties for damage for which the Client is responsible, the Client shall indemnify A&M accordingly.

11.5 The Collection Equipment is at the Client’s risk from the moment it is unloaded by A&M until it is collected again. The Client indemnifies A&M against third-party claims arising during this period.

11.6 The Client guarantees that recyclable materials offered to A&M are free from nuclear contamination and non-ionizing radiation, except for natural background radiation. Non-compliant materials shall be taken back at the Client’s risk. The Client is liable for all resulting damage and decontamination costs.

11.7 The Client is liable for all damage to the Collection Equipment, including graffiti and pollution, during the period it is at the Client’s disposal.

12. Dissolution

12.1 Each Party is entitled to dissolve the Agreement by written notice without notice of default if the other Party is declared bankrupt, applies for suspension of payment, liquidates its business, or if a substantial part of its assets is seized.

12.2 A&M is entitled to dissolve the Agreement wholly or partially if the Client remains in breach after notice of default.

12.3 The Client is entitled to dissolve the Agreement if A&M remains in breach after being granted a reasonable period of at least 14 days to comply.

12.4 Parties are also entitled to dissolve the Agreement in cases referred to in Articles 9.4 and/or 20.

13. Partial invalidity

If one or more provisions of these General Terms and Conditions are invalid or unenforceable, the remaining provisions shall remain in force. The Parties shall agree on replacement provisions that approximate the intent of the invalid provisions as closely as possible.

14. Applicable law

All Agreements between A&M and the Client, and any agreements resulting therefrom, are governed by Dutch law.

Removal and acceptance

15. Upon entering into the Agreement, A&M shall inform the Client in writing, by means of the Acceptance Conditions provided, which Waste Materials may be offered. Any changes to the Acceptance Conditions shall be communicated in writing.

The Acceptance Conditions of the processor form part of the Agreement. A&M accepts the Waste Materials at the agreed location. From the moment of acceptance, the Waste Materials become the property and risk of A&M, unless the Agreement is dissolved pursuant to Article 20.

16. A&M may amend the list of Waste Materials that may not be offered during the term of the Agreement and shall notify the Client in writing. The Client may dissolve the Agreement within one week of notification.

17. If pricing is based on weight, A&M shall determine the weight using calibrated and legally compliant equipment. The Client may be present upon request.

18. The Client is responsible for the contents of a Collection Equipment and must provide composition details upon request.

18.2 Reefer containers must be completely free of gas and oil before transport or processing. Cleaning costs are borne by the Client.

19. A&M cannot be required to accept more or different Waste Materials or perform additional Activities beyond those agreed.

20. A&M may dissolve the Agreement if quantities, composition, or legal transport, labeling, or packaging requirements are not met.

The Client must retrieve the affected Waste Materials at A&M’s request and compensate A&M for incurred costs.

21. A&M may make a new offer for such Waste Materials but is not obliged to do so. Ownership and risk transfer only upon conclusion of a new Agreement.

Transport, packaging, and labeling

22. The Client shall comply with A&M’s instructions regarding offering Waste Materials. Transport is at the Client’s expense when carried out by or on behalf of A&M, with transport risk borne by A&M. Packaging and documentation must meet legal requirements.

23. Packaging must comply with legal requirements and becomes A&M’s property unless agreed otherwise. The Client is liable for damage or loss of provided packaging or Collection Equipment.

24. The Client must comply with rules applicable on A&M’s premises and enters at its own risk.

Other applicable general terms and conditions

25. In addition to these General Terms and Conditions, the latest versions of the following apply:

• General conditions for road transport of Waste Materials;
• Acceptance Conditions.

In case of conflict, these General Terms and Conditions shall prevail.