Terms
These general terms and conditions apply to all offers, activities and agreements of and with A&M Batteries B.V.
1. Applicability
These general terms and conditions apply to all offers, activities and agreements of and with A&M Batteries B.V.
Any provisions deviating from these general terms and conditions may only be invoked by the client if they have been expressly accepted in writing by A&M Batteries B.V.
The applicability of the client’s own general terms and conditions is expressly excluded.
A client who has once contracted on the basis of these general terms and conditions agrees to the applicability thereof to all subsequent agreements with A&M Batteries B.V.
2. Definitions
In these general terms and conditions, the following definitions shall apply:
Acceptance conditions: the conditions of A&M Batteries B.V. under which the processor or treatment facility 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 Batteries B.V. for the performance of activities, which the client discards, intends to discard or is required to discard with a view to their disposal.
Waste processing: the collection, removal, transportation, loading, unloading, treatment and processing of waste materials.
Treatment or processing facility: the facility where waste materials are made suitable for reuse, recovery or other forms of processing, or where waste materials are temporarily stored or transferred.
Collection container(s): a loading bin or any other collection or storage unit intended for collecting and transporting waste materials and residual materials.
Client:
- the party to whom A&M Batteries B.V. addresses an offer;
- the party for whom A&M Batteries B.V. performs or arranges activities;
- any other contracting party to any agreement with A&M Batteries B.V.
Agreement(s): any agreement between A&M Batteries B.V. and the client.
Parties: A&M Batteries B.V. and the client.
Activities: all activities carried out by A&M Batteries B.V. in the course of its business, including collection, mediation, processing, treatment, loading, unloading and storage of waste materials, contracting work, transport, sale, delivery, rental and the provision of packaging materials on loan.
3. Offering waste materials, analysis and sampling
3.1
A&M Batteries B.V. shall not issue an offer for waste processing until the client has provided A&M Batteries B.V. with a clear description of the nature, properties and composition of the waste materials. The client is responsible for 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 issuing an offer, A&M Batteries B.V. may require samples of the waste materials to be taken in order to have them analysed. The costs associated therewith shall be borne by the client, unless it appears that the waste materials correspond with the description referred to in the previous paragraph and an agreement relating to these waste materials is concluded between the client and A&M Batteries B.V.
4. Offers and agreements
4.1
Unless otherwise stated in writing, all offers made by A&M Batteries B.V. are without obligation.
4.2
Orders and requests from the client are irrevocable and only require timely acceptance by A&M Batteries B.V. Acceptance shall mean a written confirmation by A&M Batteries B.V. or the commencement of the performance of the activities.
4.3
Changes to the agreed activities or additions thereto shall come into effect by written acceptance of the amended order by A&M Batteries B.V. or by the execution of what has been requested by the client.
4.4
The applicability of Sections 6:223 paragraph 2 and 6:225 paragraph 2 of the Dutch Civil Code is excluded.
5. Duration and termination
5.1
Unless expressly agreed otherwise, agreements are entered into for a period of one year. Upon expiry of this period, the agreement shall be tacitly renewed each time for a further period of one 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 email or registered post with confirmation of receipt.
6. Price
6.1
Unless otherwise stated in writing, all prices are exclusive of VAT and other government-imposed levies and taxes.
6.2
If, at the request of the client or otherwise in good faith, normal working hours must be exceeded, A&M Batteries B.V. shall be entitled to charge surcharges accordingly.
6.3
A&M Batteries B.V. shall at all times be entitled to pass on directly and in full to the client any cost increases arising after the offer has been made or after the agreement has been concluded, regardless of the cause thereof.
6.4
A&M Batteries B.V. is entitled to index its prices annually on the basis of the consumer price index (CPI) as published by Statistics Netherlands (CBS), unless expressly agreed otherwise in writing.
6.5
Costs relating to specific permits, rights and taxes required for the performance of the agreement shall be borne by the client.
7. Performance
7.1
Any period within which A&M Batteries B.V. is to perform an obligation shall only be regarded as indicative, unless expressly agreed otherwise in writing.
7.2
A&M Batteries B.V. shall be entitled to carry out the activities at its own discretion, whether or not with the involvement of third parties and whether or not in parts.
7.3
If subcontracting takes place in accordance with paragraph 2 of this article, A&M Batteries B.V. shall remain responsible for the waste processing.
7.4
The client shall provide A&M Batteries B.V. in a timely manner with all information which, in the opinion of A&M Batteries B.V., is reasonably necessary for the proper performance of the agreement.
7.5
The client guarantees that any items belonging to it on or with which activities are carried out are safe and suitable for such activities.
7.6
With regard to the activities assigned by the client to A&M Batteries B.V., the client shall observe all regulations, rules, instructions and directions imposed by the government and/or A&M Batteries B.V. concerning working conditions, safety, the environment and any other relevant matters.
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 suspension of its payment obligation.
8.2
After expiry of the payment term referred to in paragraph 1, the client shall be in default by operation of law, without any notice of default being required. From that moment, the client shall owe statutory interest on the amount due. From that moment, A&M Batteries B.V. shall also be entitled to suspend the performance of the activities.
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 Batteries B.V. shall at all times be entitled to require advance payment or security from the client before proceeding with the performance or continued performance of the agreement. If such request is not complied with immediately, A&M Batteries B.V. shall be entitled to suspend performance of the agreement or dissolve the agreement, without prejudice to its right to compensation for damage, costs and loss of turnover.
8.5
If the client fails to fulfil one or more of its obligations, all judicial and extrajudicial collection costs shall be borne by the client. Extrajudicial costs shall amount to 15% of the amount due, unless the actual costs incurred are higher, in which case the actual costs shall be charged.
8.6
If the client holds A&M Batteries B.V. liable, the coverage under the insurance policy taken out by A&M Batteries B.V. shall be decisive.
9. Force majeure
9.1
Force majeure shall mean any circumstance that prevents the fulfilment of the obligation and which cannot be attributed to A&M Batteries B.V.
9.2
Force majeure on the part of A&M Batteries B.V. shall in any event include: government measures, threat of war, war, civil war, riots, strikes, lockouts, transport difficulties, weather conditions delaying or preventing the performance of the agreement, revocation of one or more permits of A&M Batteries B.V. and/or third parties on whom A&M Batteries B.V. depends, fire and/or other disruptions in the business of A&M Batteries B.V., its suppliers or other third parties on whom it depends for the performance of the agreement.
9.3
A&M Batteries B.V. shall also be entitled to invoke force majeure if the circumstance preventing further performance occurs after A&M Batteries B.V. should have fulfilled its obligations.
9.4
During force majeure, all obligations of A&M Batteries B.V. shall be suspended. If the period during which performance is impossible due to force majeure lasts longer than 14 days, both A&M Batteries B.V. and the client shall be entitled to dissolve the agreement, without any obligation to pay compensation. If the client makes use of this right, it shall be obliged to take back the waste materials or indicate where they may be delivered. Dissolution on the basis of this article shall take place entirely at the expense and risk of the client. The foregoing shall also apply if A&M Batteries B.V. dissolves the agreement on the basis of this article.
9.5
If, at the time force majeure occurs, A&M Batteries B.V. has already partially fulfilled its obligations or can only partially fulfil them, it shall be entitled to invoice separately for the part already performed or still to be performed. The client shall be obliged to pay such invoice.
10. Liability of A&M Batteries B.V.
10.1
Except in cases of intent or gross negligence, A&M Batteries B.V. shall not be liable for any damage, expressly including consequential damage, resulting from an attributable failure to perform the obligations arising from the agreement, or from an unlawful act committed by A&M Batteries B.V. or persons for whom A&M Batteries B.V. may be held legally liable.
10.2
Except in the case of liability as referred to in paragraph 1, the client shall indemnify A&M Batteries B.V. against all claims by third parties for compensation of damage related to the performance of the agreement.
10.3
A&M Batteries B.V. shall not be liable for damage arising from the refusal of waste materials by a treatment or processing facility. In such case, the waste materials shall be returned to the client, and all related costs shall be borne by the client.
10.4
A&M Batteries B.V. shall not be liable for damage to road surfaces, pavements, buildings and the like, nor for personal injury or property damage suffered by third parties or the client, caused by a collection container or its placement, unless such damage is the direct result of defective equipment or incompetent actions by A&M Batteries B.V.
10.5
If and insofar as A&M Batteries B.V. is held liable under the agreement, such liability shall be limited to the amount covered under the insurance policy taken out by A&M Batteries B.V. To the extent that the damage is not covered by insurance, liability shall be limited to a maximum of the invoice value to which the damage relates.
11. Liability of the client
11.1
The client shall be liable for damage caused by it to personnel, assistants and property of A&M Batteries B.V., as well as for damage resulting from instructions given to A&M Batteries B.V. by or on behalf of the client.
11.2
The client shall be liable for all direct and indirect damage, including business losses, arising as a result of offering waste materials in violation of article 3.1 of these general terms and conditions.
11.3
If damage arises as a result of an incorrect, unclear, incomplete or insufficient description as referred to in article 3.1 of the nature, properties and composition of the waste materials, the client shall be liable for such damage, unless the parties have expressly agreed otherwise in writing.
11.4
If A&M Batteries B.V. is held liable by third parties, including the party to whom the waste materials are sent by A&M Batteries B.V. for further processing, for damage as referred to in this article, and the client can be held liable for such damage, the client shall fully indemnify A&M Batteries B.V. in this respect.
11.5
The collection container shall be at the client’s risk from the moment it is unloaded by A&M Batteries B.V. until the moment it is reloaded by A&M Batteries B.V. The client shall indemnify A&M Batteries B.V. against claims from third parties for compensation of damage arising in the period between unloading and loading of the collection container.
11.6
During the period in which the collection container is at the client’s disposal, the client shall be liable for all damage thereto, including graffiti and contamination.
12. Dissolution
12.1
Each party shall be entitled to dissolve the agreement without notice of default by means of written notice to the other party if that 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 Batteries B.V. shall furthermore be entitled to dissolve the agreement in whole or in part if the client, after notice of default, remains negligent in fulfilling its obligations towards A&M Batteries B.V.
12.3
The client shall be entitled to dissolve the agreement in whole or in part if A&M Batteries B.V., after notice of default granting it a reasonable period of at least 14 days to still fulfil its obligations, remains negligent in doing so.
12.4
The parties shall also be entitled to dissolve the agreement if a situation arises as referred to in article 9.4 and/or article 20 of these general terms and conditions.
13. Partial invalidity
If one or more provisions of these general terms and conditions are or become null and void or otherwise unenforceable, this shall not affect the validity of the remaining provisions. In that event, the parties shall agree on a replacement arrangement that approximates the intent of the null and void or unenforceable provision as closely as possible.
14. Governing law
All agreements between A&M Batteries B.V. and the client, as well as all agreements arising therefrom, shall be governed exclusively by Dutch law.
Operational provisions
15. Removal and acceptance
Upon entering into the agreement, A&M Batteries B.V. shall inform the client in writing, by means of the enclosed acceptance conditions, which waste materials may be offered in accordance with the agreement. If the acceptance conditions change, A&M Batteries B.V. shall inform the client thereof in writing. The acceptance conditions of the processor or treatment facility shall be deemed to form part of the agreement.
A&M Batteries B.V. shall accept the waste materials at the location agreed with the client. From the moment of acceptance, the waste materials shall become the property of A&M Batteries B.V. and shall be at its risk. If A&M Batteries B.V. dissolves the agreement on the basis of article 20, the transfer of ownership and risk with regard to the relevant waste materials shall be deemed not to have taken place.
16. Changes in permitted waste materials
A&M Batteries B.V. shall be entitled during the term of the agreement to make changes to the waste materials that may no longer be offered. A&M Batteries B.V. shall notify the client of these changes in writing. Such written notice shall replace the notice referred to in article 15. The client shall be entitled to dissolve the agreement within one week after dispatch of such changes.
17. Weight determination
If the price is determined on the basis of the weight of the waste materials, A&M Batteries B.V. shall determine such weight using calibrated and/or legally approved equipment. At the client’s request, A&M Batteries B.V. shall provide the opportunity to be present during such determination.
18. Responsibility for the contents of collection containers
The client shall at all times remain responsible for the contents of a collection container. If desired, A&M Batteries B.V. may require the client to provide details of the composition of the contents of the collection container upon emptying, removal or replacement.
19. Scope of agreed activities
A&M Batteries B.V. cannot be required to accept more or different waste materials and/or to perform other or additional activities than those agreed between the parties.
20. Right of dissolution in case of deviations
A&M Batteries B.V. shall have the right to dissolve the agreement in whole or in part by means of written notice to the client in the following cases:
- if the quantity of waste materials deviates from what has been agreed in the agreement;
- if the composition of the waste materials deviates from the description referred to in article 3.1 or from the result of the analysis or sampling referred to in article 3.2;
- if statutory requirements relating to transport, labelling, packaging or similar obligations have not been met.
The client shall be obliged, at the first request of A&M Batteries B.V., to take back the waste materials to which the dissolution relates, unless the parties still conclude a new agreement with regard to these waste materials. The transport of such waste materials shall in that case be at the client’s expense and risk. In addition, the client shall be obliged to reimburse A&M Batteries B.V. for the costs already incurred in the performance of the agreement.
21. New offer after dissolution
A&M Batteries B.V. may make a new offer with regard to the waste materials to which the dissolution relates, but shall not be obliged to do so. Ownership and risk of such waste materials shall only pass to A&M Batteries B.V. once an amended or replacement agreement has been concluded. The provisions of article 5 of these general terms and conditions shall apply to the conclusion of such amended or replacement agreement.
22. Transport, packaging and labelling
The client shall comply with the instructions of A&M Batteries B.V. regarding the manner in which the waste materials must be offered. If the agreement relates to the collection of waste materials and transport is carried out by or on behalf of A&M Batteries B.V., such transport shall be at the client’s expense. In that case, the transport risk shall be borne by A&M Batteries B.V.
Transport must take place in accordance with statutory requirements and otherwise in the manner agreed between the parties. The client shall ensure that the packaging of the waste materials to be transported complies with statutory requirements and that all legally required information is correctly stated on the packaging and in the transport documents. Transport shall only take place after the client has fulfilled these obligations.
23. Availability of packaging materials
The client shall ensure that the packaging of the waste materials complies with statutory requirements. The packaging shall become the property of A&M Batteries B.V., unless otherwise agreed in writing between the parties.
If A&M Batteries B.V. provides collection containers and/or other packaging materials, the client shall be liable for any damage to or loss of such items. Damage or loss must be reported to A&M Batteries B.V. without delay.
The client may use the collection containers and/or packaging materials made available by A&M Batteries B.V. exclusively for the collection and storage of the waste materials to which the agreement with A&M Batteries B.V. relates.
24. Access to the premises
The client shall comply with all regulations and instructions applicable on the premises of A&M Batteries B.V. Entry to such premises shall be entirely at the client’s own risk. A&M Batteries B.V. shall not be liable for damage to persons and/or goods occurring on its premises, except insofar as such damage is the result of intent or gross negligence on the part of A&M Batteries B.V.
25. Other applicable conditions
In addition to these general terms and conditions, the most recent versions of the following conditions shall also apply:
- general terms and conditions for the road transport of waste materials;
- acceptance conditions.
In the event of amendments to these conditions, the parties shall always adhere to the most recent version thereof.
If any provision of the aforementioned conditions conflicts with any provision of these general terms and conditions, the provision of these general terms and conditions shall prevail.