1.1 These terms apply to, and form part of, all quotations and (the performance of) agreements of Holland Recycling with a third party (hereinafter referred to as: the “Contracting Party”). Any general terms and conditions applied by the Contracting Party do not apply to the legal relationship.
1.2 Where these general terms and conditions refer to a Contracting Party who is only a customer of Holland Recycling, that party is hereinafter referred to as the “Customer”.
1.3 Where these general terms and conditions refer to a Contracting Party who is only a supplier to Holland Recycling, that party is hereinafter referred to as the “Supplier”.
1.4 If any provision of these general terms and conditions is or becomes void, is nullified, or is otherwise declared inapplicable, the remaining provisions of these general terms and conditions shall remain in force, and the parties shall agree on a replacement provision for the void, nullified, or inapplicable provision, taking into account as far as possible the purpose and intent of the original provision.
1.5 Holland Recycling reserves the right to amend and/or expand these general terms and conditions without prior notice.
2.1 Agreements with Holland Recycling are only formed if confirmed by an authorised representative of Holland Recycling by means of a written order confirmation and/or if Holland Recycling has performed the order confirmation. A response from the Contracting Party that deviates from an order confirmation is only valid if its content has been accepted in writing by Holland Recycling.
2.2 Verbal agreements are not binding on Holland Recycling until confirmed in writing by (an authorised representative of) Holland Recycling.
2.3 A quotation issued by Holland Recycling to the Contracting Party is only valid for the period stated in the quotation. If no period is stated, the quotation expires after four weeks.
3.1 The (content of the) agreement between Holland Recycling and the Contracting Party consists exclusively of Holland Recycling’s order confirmation and these general terms and conditions. Other documents only form part thereof if Holland Recycling has expressly and unambiguously confirmed this in writing prior to performance of the agreement. In the event of conflict between the text of supplementary documents that form part of the agreement, on the one hand, and the order confirmation and these general terms and conditions, on the other hand, the text of the order confirmation and these general terms and conditions shall prevail.
3.2 Obvious clerical errors or mistakes in Holland Recycling’s offers release it from the obligation to perform and/or any resulting obligations to pay damages, even after the agreement has been formed.
3.3 Unless expressly agreed otherwise, every offer by Holland Recycling is based on performance of the quoted service during normal working hours and on normal working days.
3.4 All indications in Holland Recycling’s quotations, offers, order confirmations and the like are for indicative purposes only. Holland Recycling shall therefore not be liable for deviations in the delivered goods, unless the Customer had made those specific (technical) requirements known and Holland Recycling had stated in the order confirmation that it would meet them.
4.1 Holland Recycling shall perform its work at its own discretion, whether or not through the engagement of third parties.
4.2 Any exceeding of a delivery period by Holland Recycling shall not result in a change of price, an obligation on Holland Recycling to pay damages, or a right for the Contracting Party to dissolve the relevant agreement.
4.3 Holland Recycling shall use its best efforts to follow instructions or additional requests from the Contracting Party that fall outside the content or scope of the agreement, but is not obliged to do so. Related additional work by Holland Recycling shall be charged to the Contracting Party at Holland Recycling’s regular rates.
4.4 Holland Recycling is entitled to transfer the rights and obligations arising from the agreement to third parties.
4.5 Holland Recycling is only entitled to compensation for any additional work if it has accepted an assignment to that effect in writing.
5.1 Sales by Holland Recycling: Holland Recycling is free to deliver less or more than stated in the order confirmation, provided this deviation does not exceed 10%, unless agreed otherwise. In that case, the Customer remains fully obliged to pay the agreed price per (weight) unit.
5.2 Purchases by Holland Recycling: the Supplier is permitted, for deliveries where the quantity on the order confirmation is preceded by “approx.”, to deviate by a maximum of 5%. Further deviations from agreed quantities by the Supplier are only permitted with the prior written consent of Holland Recycling.
6.1 Delivery by and to Holland Recycling takes place as stated in the order confirmation.
6.2 Unless agreed otherwise in writing, delivery to Holland Recycling by the Supplier takes place “Delivered Duty Paid” as referred to in Incoterms 2010. Delivery by Holland Recycling to a Customer takes place “ex works” as referred to in Incoterms 2010.
6.3 The interpretation of the delivery terms is based on the order confirmation and Incoterms 2010.
6.4 An increase in delivery costs, such as freight costs, insurance premiums, import duties and other government levies, shall be reimbursed to Holland Recycling by the Customer.
6.5 Costs as referred to in the previous paragraph shall not be passed on to Holland Recycling by the Supplier and remain for the account and risk of the Supplier.
6.6 If the Customer does not receive or collect the products indicated in the order confirmation at the agreed time, Holland Recycling is free to dissolve the agreement extrajudicially or to store the products at the Customer’s expense. All damage resulting therefrom shall be borne by the Customer.
6.7 The delivery time agreed with the Supplier is deemed a strict deadline. In the event of non-timely performance, the Supplier is in default without further notice of default being required.
6.8 Holland Recycling is entitled to suspend delivery and/or to (partially) dissolve the agreement if the credit limit set for the Customer by its credit insurer has been exceeded or is at risk of being exceeded. The foregoing also applies if an (impending) breach is caused by a change in the Customer’s credit limit.
6.9 If the Customer becomes aware of facts or circumstances that it may reasonably assume affect its credit limit, the Customer shall notify Holland Recycling of this without delay.
7.1 The manner of packaging of products to be delivered by Holland Recycling to the Customer is at Holland Recycling’s sole discretion.
7.2 All goods made available by Holland Recycling to the Customer remain the property of Holland Recycling at all times, may not be used for any purpose other than that for which they were made available, and shall not be pledged or otherwise provided as security by the Contracting Party.
7.3 Holland Recycling must be notified in writing without delay of any damage to the goods referred to in the previous paragraph.
7.4 The Contracting Party is liable for all damage to or caused by the goods made available. The Contracting Party is not liable for wear and tear arising from normal use.
7.5 If the Contracting Party arranges transport of the goods referred to in this article, the risk transfers at the moment Holland Recycling has received and inspected the goods and has confirmed in writing and unambiguously that it agrees with the receipt and good condition of the goods. In that case, the Contracting Party is responsible, among other things but not exclusively, for the transport and is liable for all damage arising from the transport of goods not in accordance with the agreement. The Contracting Party shall further ensure the presence (in the means of transport) and correctness of all transport documents required by law.
8.1 This article applies to packaging provided on loan by Holland Recycling to the Contracting Party, without prejudice to the provisions of Article 7.
8.2 If agreed, Holland Recycling shall place one or more items of packaging with the Contracting Party for the collection of materials.
8.3 The Contracting Party owes a deposit, to be determined by Holland Recycling, for the placement of one or more items of packaging. The deposit must be paid to Holland Recycling prior to placement.
8.4 The packaging may only be used by the Contracting Party for the temporary storage of materials intended for Holland Recycling.
8.5 During the period the packaging is made available to the Contracting Party, the Contracting Party bears the full risk thereof, including but not limited to cases where the packaging is stolen or damaged.
8.6 If Holland Recycling makes items or materials available to the Contracting Party without a transfer of ownership having been agreed, these items or materials remain the property of Holland Recycling. The Contracting Party shall keep them separate from items belonging to itself or third parties. The Contracting Party shall mark them as the property of Holland Recycling.
9.1 Holland Recycling applies an acceptance policy that can be consulted on its website. Holland Recycling is entitled to deviate from, and to amend, that acceptance policy. To obtain a written version of the acceptance policy, please contact Holland Recycling.
9.2 The acceptance policy may be amended after the agreement has been formed, for example as a result of changed environmental regulations. In the event of a change to the acceptance policy after the agreement has been formed, Holland Recycling is entitled to unilaterally amend the agreement in accordance with the new acceptance policy.
9.3 Specific requirements regarding the quality of materials to be delivered or received are indicated by Holland Recycling in the order confirmation.
9.4 The Contracting Party declares that the materials it has removed or supplies to Holland Recycling fully comply with the agreed specifications, that the materials are free of explosive and flammable substances, chemical contamination, nuclear contamination and radioactive material, asbestos, and other substances or materials that could in any way endanger the environment and/or public health.
9.5 Holland Recycling shall only be obliged to accept and pay for materials delivered to it if these comply with the acceptance policy, the quality requirements stated in the order confirmation, and any other requirements applicable under law, regulation or permit.
9.6 The Supplier shall at all times, including prior to delivery and also at third parties, provide the opportunity for, and cooperate with, any inspection of materials to be delivered or delivered by persons designated by Holland Recycling for that purpose.
9.7 If Holland Recycling does not accept the materials in view of the provisions of 9.5, the Supplier shall, even if the Supplier does not agree, take back the products at its own expense or – insofar as the products have already been resold to third parties – indemnify Holland Recycling against all costs, damages and any claims from third parties (including government or supervisory authorities) and fully compensate Holland Recycling.
9.8 If a Customer considers that the materials delivered by Holland Recycling do not meet the agreed (quality) requirements, the Customer must report this to Holland Recycling in writing no later than 1 (one) day after receipt of the materials, unless agreed otherwise or unless the defect could not have been detected at that time by careful inspection. In the latter case, the Contracting Party shall report the defect to Holland Recycling in writing within one (1) day after it could have become aware of the defect. After a report, Holland Recycling must be given the opportunity, provided the Customer’s complaint is justified, to take back the materials within 1 (one) week, without additional costs being charged by the Customer.
9.9 Holland Recycling need not process complaints/claims received from Customers after the period referred to above.
10.1 The Contracting Party shall provide all cooperation necessary or useful for the performance of the agreement. The Contracting Party shall in particular ensure that all data and approvals that Holland Recycling indicates are desirable or necessary, or that the Contracting Party may reasonably be expected to understand are desirable or necessary for performing the agreement, are provided to Holland Recycling at the start of performance of the agreement. If the data and/or approvals required for performance of the agreement are not provided to Holland Recycling in time, Holland Recycling has the right to suspend performance of the agreement and/or to charge the Contracting Party for the additional costs resulting from the delay.
10.2 If, in the context of performing the agreement, Holland Recycling carries out work at the Contracting Party’s location or a location designated by the Contracting Party, the Contracting Party shall, free of charge, ensure access to the (designated) location and reasonably desired facilities.
10.3 The Contracting Party shall ensure that Holland Recycling can freely and timely make use of, among other things:
(a) the location where the work is to be performed;
(b) sufficient opportunity for the supply, storage and/or removal of materials and equipment;
(c) connection facilities for electrical equipment.
10.4 The Contracting Party shall indemnify Holland Recycling against any claims from third parties who suffer damage in connection with the performance of the agreement, where that damage is not attributable to Holland Recycling.
10.5 If Holland Recycling provides the Contracting Party with a warranty regarding the work or products it delivers or is to deliver, it shall expressly notify the Contracting Party of this in writing. In the absence of such express written notice, the Contracting Party cannot invoke a warranty, without prejudice to its statutory rights arising from mandatory statutory provisions.
10.6 If the Contracting Party makes a justified claim under warranty, Holland Recycling shall, at its own discretion, repair the work or products to be delivered, or still perform/deliver them as agreed. If Holland Recycling informs the Contracting Party that it will proceed to repair or to still perform/deliver as agreed, the Contracting Party shall make the delivered products available again to Holland Recycling, at its own expense and risk.
10.7 Any warranty obligations and liabilities of Holland Recycling shall lapse if errors, defects or shortcomings in relation to those items result from incorrect, careless or unprofessional use or management of delivered items by the Contracting Party or third parties engaged by the Contracting Party, or if they result from external causes such as fire or water damage, or if the Contracting Party or a third party has made or had made changes to the items delivered by Holland Recycling without Holland Recycling’s consent. The Contracting Party shall give Holland Recycling a timely and unobstructed opportunity to investigate the validity of any claim under warranty, whereby the Contracting Party shall make the products available to Holland Recycling at its own expense.
10.8 The Supplier warrants that the goods delivered correspond to what has been agreed and to all relevant statutory provisions. If the parties have not specifically agreed on a warranty period, a warranty period of at least 24 months after delivery applies, or as much longer as Holland Recycling may reasonably be expected to expect.
11.1 The term ‘force majeure’ as referred to in this article shall in any case be understood to mean unforeseen circumstances, including of an economic nature, arising through no fault of Holland Recycling, such as, among other things, serious disruption within the company, forced reduction of production, strikes and lockouts, both at Holland Recycling and at suppliers, war, hostilities, state of siege, mobilisation, whether in the Netherlands or in any other country where any establishments of Holland Recycling or of suppliers are located, delays in transport, or delayed or faulty delivery of goods, materials or parts by third parties, including Holland Recycling’s suppliers.
11.2 Force majeure on the part of Holland Recycling also exists if a Supplier does not deliver (in time) to Holland Recycling, as a result of which Holland Recycling cannot deliver (in time) to the Customer.
11.3 Holland Recycling is not liable if a failure results from force majeure. During the period in which force majeure exists, Holland Recycling’s obligations are suspended. If the period during which performance of Holland Recycling’s obligations is impossible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without judicial intervention, without either party being liable for any resulting damages.
11.4 If, at the onset of force majeure, Holland Recycling has already partially fulfilled its obligations, or can only partially fulfil its obligations, it is entitled to invoice separately for the part already delivered or deliverable, and the Contracting Party is obliged to pay this invoice as if it concerned a separate agreement.
12.1 Agreed prices shall not be changed in the event of changes in international market prices, unless agreed otherwise.
12.2 Payments to Holland Recycling must be made within the period stated on the invoice. If no period is stated, a period of 30 days after the invoice date applies.
12.3 Payments to Holland Recycling must be made by transfer to the bank account number stated on the invoice, and in the currency indicated on the invoice.
12.4 Prices quoted by Holland Recycling are exclusive of VAT, unless stated otherwise.
12.5 Any claims of the Customer against Holland Recycling, of whatever nature, do not suspend the Customer’s payment obligations and cannot be set off, except with the prior consent of Holland Recycling.
12.6 If the Customer does not pay, pays too little, or pays too late, or otherwise fails to fulfil the agreement, the Customer is in default from the invoice date and owes interest on the amount due of 2% per month, or the statutory commercial interest rate under Section 6:119a of the Dutch Civil Code if that rate is higher, as well as all costs reasonably incurred by Holland Recycling in collecting its claim, including but not limited to legal costs.
12.7 If the Customer does not pay, pays too little, or pays too late, or otherwise fails to fulfil the agreement, Holland Recycling has the right to reclaim the delivered products by means of a written statement and to dissolve the agreement immediately. The Customer is then obliged to return the products to Holland Recycling without delay and at its own expense.
12.8 Regardless of the payment terms agreed, Holland Recycling is entitled to demand financial security from the Customer and to suspend delivery of goods until such security is provided. If the Customer fails to provide security, Holland Recycling may dissolve the agreement without judicial intervention.
12.9 Unless agreed otherwise, all goods delivered by Holland Recycling remain its property until they have been paid in full by or on behalf of the Customer.
13.1 Without prejudice to its other rights, Holland Recycling is entitled, without judicial intervention and without notice of default, to suspend or wholly or partially dissolve the agreement concluded with the Contracting Party if the Contracting Party fails to fulfil any obligation under the agreement, has filed a request for suspension of payment or has been granted the same, has been declared bankrupt or an application therefor has been filed, or an attachment has been levied on its assets, or it has otherwise lost control over its assets.
13.2 The suspension or dissolution referred to in this article shall be effected by means of a written statement from Holland Recycling to the Contracting Party.
13.3 Without prejudice to the other consequences of the suspension or dissolution, the Contracting Party is liable for all possible damage, direct and indirect (including loss of profit), suffered by Holland Recycling as a result of the suspension or dissolution.
14.1 Holland Recycling is only liable for damage suffered by the Contracting Party if and insofar as that damage is the direct result of intent or conscious recklessness on the part of Holland Recycling’s managers.
14.2 Holland Recycling’s total liability shall in all cases be limited to compensation for direct damage, whereby the total amount payable by Holland Recycling to the Contracting Party under any obligations to undo performance and compensation for damage shall never exceed the amount of the price agreed for that agreement (exclusive of VAT).
Direct damage as referred to in this provision shall only be understood to mean;
– the reasonable costs of establishing the cause and extent of the damage, insofar as the assessment relates to damage within the meaning of these terms;
– any reasonable costs incurred to bring Holland Recycling’s defective performance into conformity with the agreement, unless these cannot be attributed to Holland Recycling;
– reasonable costs incurred to prevent or limit the direct damage.
Holland Recycling shall never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
In the event the parties have concluded a continuing performance agreement, the price agreed for that agreement is at most the amount invoiced during the last three months.
14.3 Holland Recycling’s liability is furthermore limited, per (insured) event, to the maximum amount paid out by its insurer for that event.
14.4 Insofar as Holland Recycling makes use of the services of third parties in performing the agreement, and these third parties have limited their liability, all assignments given to Holland Recycling include the authority to accept such limitations of liability also on behalf of the Contracting Party.
14.5 Any claim against Holland Recycling lapses by the mere expiry of one (1) year after the claim arose, except for claims expressly acknowledged by Holland Recycling.
15.1 This article applies to all agreements of Holland Recycling that fall within the scope of the European regulation on shipments of waste (Regulation EC/1013/2006) (hereinafter referred to as: “EVOA”) or a scheme comparable to this regulation, and the Contracting Party declares that it will comply with the obligations set out therein.
15.2 In the case of cross-border transport, the Contracting Party is obliged, towards Holland Recycling, to make the necessary notification(s) and to handle and process the waste materials in the manner described in the relevant “Notification” (as referred to in Article 4 of the EVOA), and to provide Holland Recycling with a “Statement” (as referred to in Article 15 of the EVOA) demonstrating that the waste materials were recovered or disposed of in accordance with the notification, the conditions set out therein, and the requirements of the EVOA.
15.3 The Contracting Party shall indemnify and fully hold harmless Holland Recycling if:
(a) the shipment is or has been carried out in violation of the EVOA; (b) the shipment or the recovery has not been completed as planned, as referred to in Article 22 of the EVOA; or (c) there is an illegal shipment for which the notifier is responsible within the meaning of Article 24, paragraph 2, of the EVOA.
15.4 The Contracting Party is obliged to complete all data required for the international shipment of waste materials as required by the EVOA truthfully and in full, and to provide this data to Holland Recycling at least two days before the intended transport. If the required data is not provided in time, Holland Recycling is not obliged to perform the agreement with the Contracting Party. The Contracting Party shall in that case bear its own costs and remains obliged to pay the agreed price to Holland Recycling.
15.5 The Contracting Party guarantees the accuracy of the data it has provided.
15.6 For the shipment of waste materials for which a Notification is required, Holland Recycling requires the Contracting Party to provide a deposit or equivalent security to cover the transport costs, the costs of recovery or disposal, including any preliminary actions deemed necessary, and the storage costs for ninety days.
15.7 The Contracting Party shall indemnify Holland Recycling and shall fully hold Holland Recycling harmless in respect of all possible damage arising from, and suffered by Holland Recycling as a result of, the Contracting Party’s failure to fulfil its obligations under the EVOA.
16.1 The agreement between Holland Recycling and the Contracting Party is governed by Dutch law.
16.2 The applicability of foreign treaties and foreign legislation is expressly excluded. More specifically, the applicability of the Vienna Convention 1980 (Convention on the International Sale of Goods 1980) is expressly excluded.
16.3 By way of derogation from the provisions of Section 6:225, paragraph 3, of the Dutch Civil Code, Holland Recycling is not bound by any deviations from Holland Recycling’s quotations contained in the acceptance by a (potential) Contracting Party.
16.4 All disputes that may arise from the agreement concluded between Holland Recycling and the Contracting Party, including these general terms and conditions, shall be submitted in the first instance exclusively to the competent court in ‘s-Hertogenbosch, unless the parties agree to arbitration.
Thus established by Holland Recycling B.V. on 13 February 2019.
