as well as its (future) subsidiaries as referred to in section 2:24a of the Dutch Civil Code and/or its (future) group companies as referred to in sectio2:24b of the Dutch Civil Code (hereinafter referred to as: “Holland Recycling”)Artikel 1 – Toepassingsgebied en definities

Clause 1 – Scope and definitions

1.1 These terms and conditions apply to and form part of all quotations and (the performance of) agreements of Holland Recycling to or with a third party (hereinafter referred to as: the “Contracting Party”). The applicability of the general terms and conditions used by the Contracting Party does not apply to the legal relationship.

1.2 If in these general terms and conditions the term Contracting Party only refers to a purchaser of Holland Recycling, it shall hereinafter be referred to as “Purchaser”.

1.3 If in these general terms and conditions the term Contracting Party only refers to a supplier to Holland Recycling, it shall hereinafter be referred to as “Supplier”.

1.4 If any provision of these general terms and conditions is null and void, is annulled or otherwise declared inapplicable, the other provisions of these general terms and conditions will continue to apply and the parties will agree on a provision to replace the provision that is null and void, annulled or declared inapplicable, observing as much as possible the purpose and purport of the provision that is null and void, annulled or declared inapplicable.

1.5 Holland Recycling reserves the right to amend and/or extend these general terms and conditions without prior notice.

Clause 2 – Formation of agreements & quotations

2.1 Agreements with Holland Recycling are only concluded if they have been confirmed by an authorised representative of Holland Recycling by means of a written order confirmation and/or Holland Recycling has given effect to the order confirmation. A reaction from the Contracting Party that deviates from an order confirmation is only valid if its contents have been accepted by Holland Recycling in writing.

2.2 Holland Recycling is not bound by oral agreements until they have been confirmed in writing by (an authorised representative of) Holland Recycling.

2.3 A quotation submitted by Holland Recycling to the Contracting Party is only valid for the term stated in the quotation. If no term is specified, the quotation lapses after four weeks.

Clause 3 – Contents of agreements

3.1 The (contents of the) agreement between Holland Recycling and the Contracting Party consists only of the order confirmation from Holland Recycling 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 the performance of the agreement. In case of a conflict between the text of additional documents which are part of the agreement on the one hand and the order confirmation and these general conditions on the other hand, the text of the order confirmation and these general conditions prevails.

3.2 Manifest clerical errors or mistakes in the offers of Holland Recycling release Holland Recycling from its obligation to perform and/or any ensuing obligations to pay damages, also after the conclusion of the agreement.

3.3 Unless expressly agreed otherwise, all offers by Holland Recycling are based on the performance of the offered performance during normal working hours and on normal working days.

3.4 All indications in quotations, offers, order confirmations and the like of Holland Recycling are only indicative. Deviations in deliveries are therefore not at the expense of Holland Recycling, unless the Purchaser has brought those specific (technical) requirements to the attention of Holland Recycling and Holland Recycling has declared in the order confirmation that it will comply with them.

Clause 4 – Performance of agreement

4.1 Holland Recycling carries out its activities at its own discretion, by engaging third parties or otherwise.

4.2 Failure by Holland Recycling to meet a delivery date does not result in a price change, an obligation for Holland Recycling to pay damages or a right for the Contracting Party to terminate the agreement concerned.

4.3 Holland Recycling will to the best of its ability follow the instructions or additional wishes of the Contracting Party that fall outside the content or scope of the agreement, but is under no obligation to do so. Any related additional work by Holland Recycling will be charged to the Contracting Party at the regular rates charged by Holland Recycling.

4.4 Holland Recycling is authorised to transfer the rights and obligations arising from the agreement to third parties.

4.5 Holland Recycling is only owed a fee for any additional work if it has accepted an instruction to do so in writing.

Clause 5 – Quantitative Power of Deviation

5.1 Sale by Holland Recycling: Holland Recycling is free to deliver less or more than stated in the order confirmation, provided that this deviation does not exceed 10%; unless otherwise agreed. In that case, the Purchaser remains fully obliged to pay the agreed price per unit or unit of weight.

5.2 Purchase by Holland Recycling: With deliveries where the quantity on the order confirmation is preceded by the word “approximately”, the Supplier is permitted to deviate by a maximum of 5%. Further deviations from agreed quantities by the Supplier are only permitted with the written consent of Holland Recycling.

Clause 6 – Delivery by and to Holland Recycling

6.1 Delivery by and to Holland Recycling takes place as stated in the order confirmation.

6.2 If not otherwise agreed in writing, delivery to Holland Recycling takes place by the Supplier “Delivered Duty Paid” within the meaning of the Incoterms 2010. Delivery by Holland Recycling to a Purchaser takes place “ex works” within the meaning of the Incoterms 2010.

6.3 The interpretation of the terms of delivery will be based on the order confirmation and the Incoterms 2010.

6.4 The Purchaser must reimburse Holland Recycling for any increase in delivery costs, such as freight costs, insurance premiums, import duties and other government levies.

6.5 Costs as referred to in the previous subclause may not be passed on to Holland Recycling by the Supplier and remain at the expense and risk of the Supplier.

6.6 If the Purchaser does not take delivery of the products as indicated in the order confirmation or does not come to collect them at the agreed time, Holland Recycling is free to terminate the agreement out-of-court or to store the products at the expense of the Purchaser. All resulting damage will be for the account of the Purchaser.

6.7 The time of delivery agreed with the Supplier is a strict deadline. In the event of late performance, the Supplier is in default without further notice of default.

6.8 Holland Recycling is entitled to suspend the delivery and/or to terminate the agreement (in part) if the credit limit set by credit insurer of the Purchaser has been or threatens to be exceeded. The preceding sentence applies likewise if a (threatened) exceeding of the credit limit is caused by a change in the credit limit of the Purchaser.

6.9 If the Purchaser is aware of facts or circumstances that he/she can or may reasonably assume to affect his/her credit limit, the Purchaser must immediately notify Holland Recycling thereof.

Clause 7 – Packaging, goods made available

7.1 Holland Recycling is entirely free to decide how products to be delivered by Holland Recycling to the Purchaser are packaged.

7.2 All goods made available to the Purchaser by Holland Recycling remain at all times the property of Holland Recycling, may not be used for any other purpose than for which they were made available and may not be pledged or otherwise provided as security by the Contracting Party.

7.3 Holland Recycling must be notified immediately in writing of any damage to the goods referred to in the previous subclause.

7.4 The Contracting Party is liable for all damage to or caused by the goods made available. The Contracting Party is only not liable for wear and tear caused by normal use.

7.5 If the Contracting Party arranges for the transport of the goods referred to in this clause, the associated risk passes the moment Holland Recycling has received the goods, inspected them and declared in writing and unambiguously that it agrees to the receipt and good condition of the goods. In that case, the Contractor is, among other things, but not exclusively, responsible for the transport, and liable for all possible damage resulting from transporting goods not in conformity with the agreement. The Contracting Party must also arrange the presence (in the means of transport) and accuracy of all transport documents required by law.

Clause 8 – Special provision on packaging units on loan and the making available of items

8.1 This clause applies to packaging units provided on loan by Holland Recycling to the Contracting Party, without prejudice to the provisions of clause 7.

8.2 If thus agreed, Holland Recycling will place one or more packaging units with the Contracting Party for the purpose of collecting materials.

8.3 The Contracting Party owes a deposit to be determined by Holland Recycling for the placement of one or more packaging units. The deposit must be paid to Holland Recycling prior to placement.

8.4 The packaging unit may only be used by the Contracting Party for the temporary storage of materials intended for Holland Recycling.

8.5 During the period that the packaging unit is available to the Contracting Party, the Contracting Party bears the full risk thereof, including but not limited to theft of or damage to the packaging unit.

8.6 If Holland Recycling makes goods or materials available to the Contracting Party without any transfer having been agreed, these goods or materials remain the property of Holland Recycling. The Contracting Party will keep these separate from items that belong to itself or to third parties. The Contracting Party will mark them as the property of Holland Recycling.

Clause 9 – Acceptance, quality and complaints

9.1 Holland Recycling has an acceptance policy that can be consulted on its website. Holland Recycling is authorized to deviate from that acceptance policy and to adjust 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 conclusion of the agreement, for example as a result of changed environmental regulations. If the acceptance policy is amended after conclusion of the agreement, Holland Recycling is entitled to unilaterally amend the agreement in accordance with the new acceptance policy.

9.3 Specific requirements with regard to the quality of materials to be delivered or purchased must be stated by Holland Recycling in the order confirmation.

9.4 The Contracting Party declares that the materials it has disposed of or delivers to Holland Recycling are fully in accordance with the agreed specifications, that the materials are free of explosive and flammable substances, chemical contaminants, nuclear contamination and radioactive material, asbestos and other substances or materials that may in any way threaten the environment and/or public health.

9.5 Holland Recycling only has to accept and pay for materials delivered to it if they comply with the acceptance policy, the quality requirements stated in the order confirmation and other requirements as applicable under any laws or regulations or permit.

9.6 The Supplier must at all times, also prior to delivery and also at third parties, offer the opportunity for and cooperate in any inspection of materials delivered or to be delivered by the persons designated to that end by Holland Recycling.

9.7 If Holland Recycling does not accept the materials in view of the provisions in subclause 9.5, the Supplier, also if it disagrees, will take back the products at its own expense or – insofar as the products have already been resold to third parties – indemnify Holland Recycling from all costs, damage and any third-party claims (including from governmental or regulatory bodies) and compensate Holland Recycling in full.

9.8 If a Purchaser is of the opinion that the materials delivered by Holland Recycling do not meet the agreed (quality) requirements, the Purchaser must notify Holland Recycling of this in writing not later than 1 (one) day of receipt of the materials, unless parties have otherwise agreed or unless the defect would not have been noticeable at that time in a careful inspection. In the latter case, the Contracting Party must notify Holland Recycling of the defect in writing within one (1) day after it could have become aware of the defect. After a notification, Holland Recycling will be given the opportunity to take back the materials, insofar as the Purchaser’s complaint is justified, within 1 (one) week, without the Purchaser incurring any additional costs.

9.9 Holland Recycling dos not have to take up complaints/claims received from Customers after the aforementioned period.

Clause 10 – Cooperation Contracting Party and guarantee

10.1 The Contracting Party must provide all cooperation necessary or useful for the performance of

the agreement. The Contracting Party must, among other things, ensure that all information and approvals in respect of which Holland Recycling indicates that they are desirable or necessary or in respect of which the Contracting Party should reasonably understand them to be desirable or necessary for the performance of the agreement, are provided to Holland Recycling on commencement of the performance of the agreement. If Holland Recycling has not received the information and/or approvals required for the performance of the agreement in time, Holland Recycling has the right to suspend the performance of the agreement and/or to charge the additional costs resulting from the delay to the Contracting Party.

10.2 If work is performed by Holland Recycling in connection with the performance of the agreement on the site of the Contracting Party or at a location designated by the Contracting Party, the Contracting Party should provide access to the (designated) location and any reasonably requested facilities free of charge.

10.3 The Contracting Party will ensure that Holland Recycling can freely and timely dispose of, among other things:

(a) the location where the work must be carried out;

(b) sufficient opportunity for the supply, storage and/or removal of materials and aids;

(c) connection options for electrical equipment.

10.4 The Contracting Party will indemnify Holland Recycling from any claims from third parties who suffer damage in connection with the performance of the agreement and which damage is not attributable to Holland Recycling.

10.5 If Holland Recycling provides the Contracting Party with a guarantee in respect of the work or products it has delivered or is to deliver, it will expressly indicate this in writing to the Contracting Party. In the absence of such express written notification, the Contracting Party cannot invoke the guarantee, this without prejudice to its statutory rights arising from mandatory provisions.

10.6 If the Contracting Party justifiably invokes the guarantee, Holland Recycling will, at its own discretion, perform the work to be performed or repair the products to be delivered, or else still perform/deliver as agreed. If Holland Recycling notifies the Contracting Party that it will carry out repairs or still perform/deliver as agreed, the Contracting Party must make the delivered products available again to Holland Recycling at its own expense and risk.

10.7 All possible guarantee obligations and liabilities of Holland Recycling lapse if errors, defects or imperfections with regard to the goods are the result of incorrect, careless or incompetent use or management of the delivered goods by the Contracting Party or third parties engaged by the Contracting Party, or if they are the result of external causes such as for example fire or water damage, or if the Contracting Party or a third party has modified the goods delivered by Holland Recycling or has had them modified without the consent of Holland Recycling

The Contracting Party must give Holland Recycling timely and without impediments the opportunity to conduct an investigation into the merits of any claim under the guarantee. The Contracting Party must in such case at its own expense make the products available to Holland Recycling.

10.8 The Supplier guarantees that the deliveries comply with what has been agreed and with all

relevant statutory provisions. If the parties have not specifically agreed on a guarantee

period, a guarantee period of at least 24 months after delivery applies, or as much longer as

Holland Recycling may reasonably expect.

Clause 11 – Force majeure

11.1 The term ‘force majeure’ as referred to in this clause includes in any case unforeseen circumstances, also of an economic nature, which have arisen through no fault or act of Holland Recycling, such as, among other things, a serious malfunctioning in the business, a forced reduction of production, strikes and lockouts, both at Holland Recycling and at suppliers, war, hostilities, state of siege, mobilisation, either in the Netherlands or in any other country where any branches of Holland Recycling or of its subcontractors are located, delays in transport or delayed or incorrect delivery of goods, materials or parts by third parties, including suppliers of Holland Recycling.

11.2 Force majeure on the part of Holland Recycling also exists if a Supplier fails to deliver (on time) to Holland Recycling, as a result of which Holland Recycling cannot (timely) deliver to the Purchaser.

11.3 Holland Recycling is not liable if a shortcoming is the result of force majeure. During the period of the force majeure, the obligations of Holland Recycling are suspended. If the period that Holland Recycling is unable to perform its obligations due to force majeure lasts longer than three months, both parties have the right to terminate the agreement without judicial intervention, without any obligation to pay damages.

11.4 If, by the time the force majeure occurs, Holland Recycling has already partly met or can only partly meet its obligations, it has the right to invoice separately for work already carried out or which can be carried out, and the Contracting Party must in such case pay the invoice as if it were a separate agreement.

Clause 12 – Prices, payment and retention of title

12..1 Agreed prices may not be changed in the event of changes in international market prices, unless otherwise agreed.

12.2 Payments to Holland Recycling must be made within the term stated on the invoice. If no term is specified, a period of 30 days after the invoice date applies.

12.3 Payments to Holland Recycling are made by transfer to the bank account number specified 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 Claims from the Purchaser against Holland Recycling, whatever their nature, do not suspend the payment obligations of the Purchaser and cannot be set-off, save with the prior consent of Holland Recycling.

12.6 If the Purchaser fails to pay, pays too little or too late or fails in any other way in the performance of the agreement, the Purchaser is in default as from the invoice date and owes interest of 2% per month on the amount due, or the statutory commercial interest in accordance with the provisions of section 6:119a of the Dutch Civil Code if that interest is higher, as well as all costs that Holland Recycling has reasonably incurred to collect its claim, including but not limited to its attorney’s fees.

12.7 If the Purchaser fails to pay, pays too little or too late or fails in any other way, Holland Recycling has the right to reclaim the goods delivered by means of a written statement, and to terminate the agreement with immediate effect.

The Purchaser is then obliged to return the products to Holland Recycling immediately and at its own expense.

12.8 Regardless of the payment conditions agreed, Holland Recycling is entitled to demand financial security from the Purchaser and to suspend the delivery of goods until such security has been provided. If the Purchaser continues to fail to provide the security, Holland Recycling may terminate the agreement without judicial intervention.

12.9 Unless otherwise agreed, all goods delivered by Holland Recycling remain its property until they have been paid for in full by or on behalf of the Purchaser.

Clause 13 – Suspension or termination of the agreement

13.1 Without prejudice to its other rights, Holland Recycling is authorised, without judicial intervention and without notice of default, to suspend or terminate the agreement concluded with the Contracting Party in whole or in part, if the Contracting Party fails to comply with any obligation under the agreement, has filed a petition for a suspension of payments or this has been granted to it, has been declared bankrupt or has filed a petition for this purpose or has had its assets seized or otherwise lost control of its assets.

13.2. The suspension or termination referred to in this clause is 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 termination, the Contracting Party will be liable for all possible damage, direct and indirect (including loss of profit), suffered by Holland Recycling because of the suspension or termination.

Clause 14 – Liability

14.1 Holland Recycling is only liable for damage suffered by the Contracting Party if and insofar as such damage is the direct result of intent or wilful recklessness on the part of managers of Holland Recycling.

14.2 The total liability of Holland Recycling is in all cases limited to compensation of direct damage. The total amount to be paid by Holland Recycling to the Contracting Party under any obligation to undo and to compensate the damage will never exceed a maximum of the amount of the price stipulated for that agreement (excluding VAT).

Direct damage as referred to in this provision only means:

– the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;

– any reasonable costs incurred to have the flawed performance of Holland Recycling comply with the agreement, unless these cannot be attributed to Holland Recycling;

– reasonable costs incurred to prevent or limit the direct damage.

Holland Recycling is never liable for indirect damage, including consequential damage, loss

of profit, lost savings and damage caused by business interruptions.

In the event that parties have concluded a continuing performance agreement, the price stipulated for that agreement will not exceed the amount invoiced during the last three months.

14.3 The liability of Holland Recycling per (insured) event is furthermore limited to the maximum amount that its insurer pays out for that event.

14.4. Insofar as Holland Recycling makes use of the services of third parties in the performance of the agreement and these third parties have limited their liability, all orders 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 ceases to exist by the mere lapse of one (1) year after the claim arises, save for claims that have been expressly acknowledged by Holland Recycling.

Clause 15 – European regulation on shipments of waste

15.1 This clause applies to all agreements of Holland Recycling which fall within the scope of the European regulation on shipments of waste (Regulation EC/1013/2006) (hereinafter referred to as: “EWSR”) or a scheme similar to this Regulation and the Contracting Party declares that it will comply with the obligations laid down therein.

15.2 In the event of cross-border transport, the Contracting Party has the obligation towards

Holland Recycling to give the required notification(s) and to treat and process the waste in the

manner described in the relevant “Notification” (as referred to in Article 4 of the EWSR) and to

provide Holland Recycling with a “Declaration” (as referred to in Article 15 of the EWSR) showing that the waste was recovered or disposed of in accordance with the notification, the conditions stated therein and the regulations of the EWSR.

15.3 The Contracting Party must indemnify and hold Holland Recycling fully harmless if:

(a) any shipment occurs or has occurred in violation of the EWSR;

(b) the shipment or recovery has not been completed in the intended manner; or

(c) there is an illegal shipment for which the notifier is responsible within the meaning of Article 24(2) of the EWSR.

15.4 The Contracting Party has the obligation to fill in all data required for the international shipment of waste as required under the EWRS truthfully and completely and to provide this data to Holland Recycling at least two days before the intended shipment. If the required data is not provided on time, Holland Recycling is not obliged to give effect to the agreement with the Contracting Party.

The Contracting Party will in such case bear its own costs and remains bound to pay the agreed price to Holland Recycling.

15.5 The Contracting Party guarantees the accuracy of the data supplied by it.

15.6 With respect to the shipment of waste that requires a Notification, Holland Recycling demands the Contracting Party to provide a financial guarantee or equivalent security to cover the costs of shipment, the costs of recovery and disposal, including any interim operations deemed necessary, and the costs of storage for ninety days.

15.7 The Contracting Party will indemnify and fully compensate Holland Recycling in respect of all possible damage that arises and that Holland Recycling suffers as a result of a failure of the Contracting Party to fulfil its obligations under the EWSR.

Clause 16 – Applicable law and jurisdiction

16.1 The agreement between Holland Recycling and the Contracting Party is governed by the laws of the Netherlands.

16.2 The applicability of foreign treaties and foreign legislation is expressly excluded. More specifically, the applicability of the 1980 Vienna Sales Convention (Convention on the International Sale of Goods 1980) is expressly excluded.

16.3 In derogation of the provisions of section 6:225(3) of the Dutch Civil Code, Holland Recycling will not be bound by deviations stated in the acceptance by a (potential) Contracting Party from quotations of Holland Recycling.

16.4 All disputes that may arise as a result of the agreement concluded by Holland Recycling and the Contracting Party, including these general terms and conditions, must be submitted in the first instance exclusively to the competent court in ‘s-Hertogenbosch, unless the parties agree on arbitration.

Thus adopted by Holland Recycling on 13 February 2019