GENERAL TERMS AND CONDITIONS – WASTE REMOVALS
These General Terms and Conditions (“the Terms”) were last updated on 13th November 2024.
Definitions
In these Terms the following words are defined:
Interpretation
In these Terms, unless the context requires a different interpretation:
a. The singular includes the plural and vice versa;
b. References to sub-clauses, clauses, schedules, or appendices are to sub-clauses, clauses, schedules, or appendices of these Terms;
c. A reference to a person includes firms, companies, government entities, trusts, and partnerships;
d. “including” is understood to mean “including without limitation”;
e. Reference to any statutory provision includes any modification or amendment of it;
f. The headings and sub-headings do not form part of the Terms;
g. “writing” or “written” will include fax and e-mail, as well as any other communication means used by the Parties, unless otherwise stated; and
h. With regard to numbers and sums of money, a comma is used as a decimal marker (e.g. €100,50) and a full-stop is used as a thousand separator (e.g. €10.000).
Application and Entire Agreement
2. These Terms apply to the Services set out in the Purchase Order issued by the Company to the Service Provider. The Terms are deemed to have been accepted by the Service Provider upon signing the Purchase Order or from the date of performance of any of the Services (whichever happens earlier).
3. These Terms together with the Purchase Order (together, the Agreement) constitute the entire agreement between the Parties and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
4. The Parties may only deviate from the Terms if they have explicitly agreed in writing.
5. The Service Provider acknowledges that they have not relied on any statement, promise or representation made by or given by or on the Company’s behalf. These Terms apply to the Agreement to the exclusion of any other terms that the Service Provider tries to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Service Provider’s Obligations
6 . The Service Provider shall:
a. co-operate with the Company in all matters relating to the Services, including promptly responding to requests for VAT number, business registration number, and proof of waste authorisation;
b. provide the Services at the Pick-Up Address on the Pick-Up Date and Time, in accordance with the Deliverables and the provisions of the Purchase Order in all material respects;
c. provide the Services in accordance with the timeframe agreed by the Parties in the Purchase Order and communicate promptly any delays, complying with the Company’s reasonable requests to provide documented reasons for the delay;
d. perform the Services with reasonable care and skill, in accordance with:
i. generally recognised commercial practices and standards in the applicable industry; and
i. all laws and regulations applicable to the Services.
e. obtain and maintain all necessary permits, licenses and consents and comply with all relevant legislation in relation to the Services prior to and throughout the Services;
f . provide any Equipment and Materials that they may reasonably require to perform the Services; in the case of Equipment, the Service Provider shall ensure that it is in good working order and suitable for the purposes for which it is used;
g . promptly submit copies of the Waste Documentation as required by the Company, and shall ensure that they are complete and accurate to the best of their knowledge;
h . use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Pick-Up Address and that have been communicated to the Service Provider;
i. at the Company’s request, return all documents that have been provided by the Company for or in connection with the provision of Services.
Company's Obligations
7. The Company must:
a. co-operate with the Service Provider in all matters relating to the Services;
b. provide, in a timely manner, any information, data, and documents as the Service Provider may reasonably require for the provision of the Services and shall ensure that it is accurate in all material respects;
c. provide the Service Provider, its agents, sub-contractors, consultants, and employees, in a timely manner and at no charge, access to the Pick-up Address and other facilities as reasonably required by the Service Provider;
d. inform the Service Provider of the Waste Documentation required;
e. inform the Service Provider of all health and safety rules and regulations and any other reasonable security requirements that apply at the Pick-Up Address.
Sub-contracting and Assignment
8 . No Party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.
9 . The Service Provider may outsource the Services in whole or in part to third parties, provided that the Company has been notified of this and has approved of this in writing. Under these circumstances, the third party would be paid by the Service Provider after the Service Provider invoices the Company.
10 . The Service Provider shall have complete discretion concerning which of their personnel performs the Services. The Company has a right to refuse if, in its reasonable opinion, the substitute is neither suitably skilled nor qualified to perform the Services.
11 . The Service Provider shall remain liable for the Services completed by the third party and bear any costs.
Defective Services
12 . The Service Provider shall promptly notify the Company of:
a. any delays or problems from time to time in the provision of the Services of which the Service Provider becomes aware;
b. any circumstances from time to time which may prevent the Service Provider from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and
c. any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the Company or which may result in any adverse publicity for the Company.
13 . The Company shall, without limiting any right or remedy of the Company, promptly report to the Service Provider any defects in the Service Provider's performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Company.
14 . Where any defect in the provision of the Services is reported to the Service Provider by the Company or otherwise comes to the attention of the Service Provider, the Service Provider shall, without limiting any other right or remedy of the Company, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
15. In the event of a delay or defect in the Services, which the Service Provider fails to justify or rectify, the Company may apply a 30% reduction in the Fees.
Payment, Compensation and Invoicing
16 . The Fees for the Services are set out in the quotation submitted by the Service Provider and are on a time and material basis. The Fees are exclusive of VAT and any other government levies unless expressly stated otherwise.
17 . A separate quotation must be submitted by the Service Provider in the event that there are any changes in the Services.
18 . Costs or expenses incurred by the Service Provider in the execution of the Agreement will only be reimbursed at the discretion of the Company, provided that they were reasonably incurred in the performance of the Agreement.
19 . The Service Provider shall issue an invoice to the Company for the work executed after completion of the Services and submission of the Waste Documentation. The invoice will meet the legal requirements.
20 . The Company shall pay the invoiced amount to the Service Provider within 30 days after receipt of the invoice unless otherwise agreed in writing.
Changes in the Services
21 . The Company may at any time before or during the execution of the Services, request a change in the Services by notifying the Service Provider in writing of its requirement.
22 . In the event that a change in the Services is required, the Company and the Service Provider agree as follows:
a. the Service Provider will inform the Company in a timely manner and will specify, to the best of their knowledge, whether there will be an increase in the Fees. The Service Provider will only proceed when written confirmation has been provided by the Company;
b. The Company shall give sufficient notice to the Service Provider in the event that any additions or changes are to be made to the Services. The Service Provider may only demand an increase in the Fees provided they have informed the Company before they proceed with the Services.
Termination
23 . If it becomes likely that the Services will not be delivered on time or properly before the set time of delivery, the Company may terminate the Agreement in whole or in part.
24 . If, before delivery, it becomes probable that the Company will not fulfil its obligations on time or properly, or that the Service Provider will not be able to execute the Agreement as a result of a circumstance that cannot be attributed to it, the Service Provider may terminate the Agreement in whole or in part.
25 . The Company may terminate the Agreement on one prior day's written notice.
26 . The Company may terminate the provision of the Services immediately if the Service Provider:
a. commits a material breach of their obligations under the Agreement; or
b. is or becomes or, in the Company’s reasonable opinion, is about to become, insolvent or the subject of a bankruptcy order.
27 . The Company may terminate the Agreement immediately if the Service Provider:
a. Has been declared bankrupt;
b. Has been granted a (provisional) moratorium;
c. Has shut down or is winding up their business;
d. Commits a material breach of their obligations under the Agreement;
e. Is guilty of fraud, acts contrary to the law and/or regulations, or improper behaviours on the basis of which the Company cannot be reasonably expected to continue this Agreement;
f. Dies.
Liability and Insurance
28 . If the Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Company, its agents, other sub-contractors, consultants or employees, the Service Provider shall not be liable for any costs, charges or losses sustained or incurred by the Company that arise directly or indirectly from such prevention or delay.
29 . Nothing in this Agreement limits or excludes either party’s liability for:
a. Death or personal injury caused by its negligence;
b. Fraud or fraudulent misrepresentation; or
c. Any other liability which cannot be limited or excluded by the applicable law.
30 . Subject to the above sub-clauses, neither party shall have any liability to the other party arising under or in connection with this Agreement for:
a. Loss of profits;
b. Loss of sales or business;
c. Loss of agreements or contracts;
d. Loss of anticipated savings;
e. Loss of or damage to goodwill;
f. Any indirect or consequential loss.
31 . Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
32 . Subject to the provisions under the headings “Confidentiality” and “Non-Solicitation and Non-Competition”, the total liability of either party for any other loss of the other party in respect of any one event or series of connected events shall not exceed the value of this contract.
33 . During this Agreement, the Service Provider shall maintain in force with a reputable insurance company, insurance sufficient to indemnify risks for which they may be responsible, including for their sub-contractors, agents, and employees, in connection with the Services and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.
Confidentiality
34 . The Service Provider shall keep any information received, in whatever form, from the Company confidential.
35 . The same applies to all other information concerning the Company which they know or can reasonably suspect that it is secret or confidential, or which they can expect that its dissemination could cause damage.
36 . The Service Provider shall take all necessary measures to ensure that they keep Confidential Information confidential.
37 . The duty of confidentiality described in this clause does not apply to information:
a. Which was already public before the Service Provider learned of this information or which later became public without this being as a result of a breach of the Service Provider’s duty of confidentiality;
b. Which is made public by the Service Provider to comply with a legal obligation.
38 . In the event of a violation of this clause or the duty of confidentiality included in this clause, the Service Provider shall owe the Company an immediately payable fixed fine of €5.000 per violation, which may be increased by 5% for each day that the violation continues, notwithstanding the Company’s right to claim full compensation.
39 . The duty of confidentiality described in this clause remains in force for the entire duration of the Agreement and for a period of 3 years after its termination.
Non-Solicitation and Non-Competition
40 . The Service Provider shall not, except with the prior written consent of the Company, during, and for 2 years after the end of the Agreement, directly or indirectly solicit or entice away (or attempt to solicit or entice away):
a. Any employee of the Company or any of their affiliated companies, who is employed or engaged in any service that is relevant to the Agreement; or
b. Any customer of the Company who is in receipt of any goods or services which are relevant for the performance of the Agreement.
41 . The Service Provider shall not, without the prior written consent of the Company, stipulate and/or accept rewards, commissions and the like arising from or in connection with the Agreement from anyone other than the Company.
42 . If the Service Provider violates and/or does not comply with clauses 40 and 41, they will forfeit an immediately payable fine to the Company in the amount of €10.000 for each violation, which may be increased by 2% for each day that the violation continues, notwithstanding the Company’s right to claim full compensation.
Intellectual Property
43 . Except where otherwise agreed by the Parties in writing, the Company retains all Intellectual Property Rights (not limited to copyright, patent law, trademark law, drawing and model law, etc.) on all designs, drawings, writings, carriers with data or other information, quotations, images, sketches, models, scale models, or else that have been made available to the Service Provider by the Company.
44 . Except with the prior written consent of the Company, the Service Provider shall not copy or have copied, show to third parties, make available or use in any way as otherwise specified in the Agreement the Intellectual Property Rights defined in this Agreement.
Communications
45 . All notices under these Terms must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
46 . All notices under these Terms must be addressed to the most recent address, email address or fax number notified to the other party.
General
47 . Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
48 . No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties.
49 . If any part of the Agreement is void or voidable, this will not affect the other provisions in the Agreement. A provision that is invalid or voidable will, in that case, be replaced by a provision that comes closest to what the Parties had in mind when concluding the Agreement.
50 . No delay, neglect, or forbearance by either Party in enforcing its rights under the Agreement shall be a waiver of or prejudice to those rights.
51 . The Agreement is exclusively governed by Dutch law. Disputes arising from the Agreement will be first attempted to be resolved through mediation, failing which they shall be submitted to the competent court of the Company’s place of business.