GENERAL TERMS AND CONDITIONS (Collection and Cleaning)

 

Article 1 – Definitions

In these general terms and conditions, the following definitions apply:

 

DUTCH WASTE

The private company with limited liability: DUTCH WASTE Collectors & Cleaning B.V., with its registered office in Dordrecht, or a company affiliated with this company.

Further research

A test, such as a physical or chemical analysis, to determine whether the ship waste substances to be received/received contain substances in excess of the permissible limit as defined in article 5.

Client

The client of DUTCH WASTE

Agreement

The agreement between DUTCH WASTE and the Client regarding (mainly) the performance of cleaning activities and/or removal of ship waste substances by DUTCH WASTE for the benefit of Client, to which these General Terms and Conditions apply.

Consignment

A quantity of ship waste substances from a single discarder which, from the point of view of its (sub-)process of origin, nature, properties and composition and from the point of view of its method of storage at the discarder, is regarded as a unit.

Ship waste substances

Waste from ships insofar as arising in connection with the operation of such ships.

Ship

Any vessel of any type whatsoever, including hydrofoil boats, air-cushion vehicles, submersibles and floating equipment, as well as installations during the time they are afloat.

S Form

The form prescribed pursuant to the Environmental Management Act, drawn up and signed between the receiving establishment and the offeror for the transfer of (hazardous) waste substances generated on board ships or another (electronic) form established by the government for the transfer of ship waste substances.

 

Article 2 Scope

  1. These General Conditions are applicable to all offers and quotations of DUTCH WASTE and to all legal relationships with and/or Agreements concluded by DUTCH WASTE.
  2. The Client can invoke its own (purchase) conditions or deviations from these general terms and conditions only if this is explicitly accepted in writing by DUTCH WASTE. The applicability of any (purchase) conditions applied by the Client is hereby expressly rejected.
  3. Deviation from these general terms and conditions is only possible if agreed in writing between the parties. These conditions also apply to all agreements with DUTCH WASTE whereby third parties are involved in the performance by DUTCH WASTE.
  4. The nullity and/or voidability of one or more provisions, as included in these general terms and conditions, does not affect the validity of the other provisions of these general terms and conditions that are not null and void or voidable. Parties will at that time consult for the purpose of agreeing new provisions to replace the null and void or voided provisions, whereby, if and insofar as possible, the purpose and purport of the original provision will be taken into account.
  5. DUTCH WASTE reserves the right to amend these terms and conditions unilaterally from time to time.
  6. In these General Conditions “in writing” shall also mean “by email”, provided that the Client uses the email address specified in advance by DUTCH WASTE.
  7. In case of inconsistencies between any provision of these general terms and conditions and those of the Agreement, the provisions of the Agreement will prevail. In case of a conflict between the Dutch text of these general terms and conditions and any translation thereof, the Dutch text shall prevail.

 

Article 3 Conclusion of Agreements

  1. Agreements are concluded as a result of written acceptance of the assignment by DUTCH WASTE, or because DUTCH WASTE commences performance thereof. The confirmation of the assignment of DUTCH WASTE is deemed to correctly reflect the content of the Agreement. DUTCH WASTE may require that the Client provides a sample and/or analysis of the ship waste substances to be received in advance.
  2. Any offer made by DUTCH WASTE, in whatever form, is always and in all respects without obligation and can be withdrawn by DUTCH WASTE until five working days after acceptance by the Client at the latest. Any written offer by DUTCH WASTE expires after 30 days have passed since the date of the offer and the offer is not unequivocally accepted by the Client by means of signing and returning the offer by the Client to DUTCH WASTE, unless DUTCH WASTE has already performed or performs the Agreement and this was/is/should have been known to the Client. Oral offers made by DUTCH WASTE are valid only if confirmed in writing by DUTCH WASTE, unless DUTCH WASTE has already performed or performs the Agreement and this was/is/should have been known to the Client.
  3. At the moment an assignment is issued by the Client to DUTCH WASTE, or the Client accepts an offer from DUTCH WASTE, the Client is no longer entitled to have another party perform the assignment in question. If it does so, for whatever reason, the Client forfeits to DUTCH WASTE, without requiring notice of default, an immediately due and payable penalty of €5,000,-, without prejudice to the right of DUTCH WASTE to claim performance and/or compensation and without prejudice to the provisions of article [11.2] of these conditions.
  4. All information in DUTCH WASTE publications, including brochures and advertising material, are subject to change and without obligation. DUTCH WASTE does not guarantee such information is accurate, complete or up to date. Clients and/or third parties cannot derive any rights from possible typing and/or printing errors in offers from DUTCH WASTE.
  5. If an offer/quotation from DUTCH WASTE consists of a combined quotation, this does not mean that DUTCH WASTE can be obliged to deliver only parts of what it has offered (at the price quoted). Prices quoted in DUTCH WASTE’s offer/quotation are valid only for the services and/or products included in the quotation and not for possible additional assignments or services.

 

Article 4 Implementation – General

  1. After the assignment has been issued by the customer, DUTCH WASTE has the right to first inspect the tanks to be cleaned or the work to be carried out before making a price offer to the Client.
  2. DUTCH WASTE will endeavour to perform the Agreement to the best of its knowledge and ability in accordance with the requirements of good craftsmanship, all in accordance with what may be expected within the context of the task assigned to DUTCH WASTE.
  3. DUTCH WASTE and the Client shall inform each other at all times of circumstances and developments, of which the other should be aware in view of the proper performance of the Agreement. The Client is responsible for the correctness and completeness of the data and work place provided to DUTCH WASTE by him/her or at his/her request by a third party.
  4. The tanks to be cleaned must (at least) comply with the following conditions:
    • at least 1 metre high;
    • completely empty, free of gases and chemical substances and safe for DUTCH WASTE workers;
    • bottom plugs have been removed from the water ballast tanks, which ballast tanks should be cleaned for inspection;
    • maximum 2 inches high mud/sand or (cold) pumpable sludge in the tank,
      failing which DUTCH WASTE will not be obliged to perform the assignment given, it will have the right to dissolve the Agreement with immediate effect and to claim the damage it has incurred from the Client.
  5. The costs of gas and electricity at the workplace are always for the account of the Client. The cleaning water is for the account of DUTCH WASTE in connection with the performance of the Agreement.
  6. The performance of the assignment given shall never include the removal of hard sediment, unless the parties agree otherwise in writing.
  7. DUTCH WASTE will include the Agreement in its planning after it has been concluded. DUTCH WASTE will inform the Client in advance when the work is expected to be completed, from which notification the Client cannot derive any rights.
  8. If Client has given DUTCH WASTE a term for performance of the assignment, but this term is extended by more than 48 hours, DUTCH WASTE will have the right to terminate the Agreement immediately and charge Client a penalty of €5,000.
  9. The terms stated by DUTCH WASTE to the Client regarding the activities to be performed by DUTCH WASTE are only indicative and never intended to be a due date or strict deadline, unless explicitly agreed otherwise in writing.
  10. The Client shall, also without a request to that effect, always afford DUTCH WASTE the opportunity and all cooperation, including the timely and complete provision of all information and instructions required for the performance of the work, in order for DUTCH WASTE to properly perform the work or have it performed in time and without hindrance.
  11. If the performance of the work is (temporarily) prevented, delayed, hindered or made impossible because the object on which or to which the work has to be performed is not or no longer accessible, available or suitable, if the Client does not comply with its obligation under the previous paragraph of this article, or if the performance of the Agreement does not or cannot take place due to circumstances beyond DUTCH WASTE’s control, all costs incurred by DUTCH WASTE in connection therewith will be reimbursed, including the hourly wages of the workmen already scheduled.
  12. DUTCH WASTE has the right at all times to refuse the performance of an Agreement, or to discontinue it if the legal requirements, including the permit of DUTCH WASTE, are not/cannot be met, or if the waste offered does not meet the requirements of this and/or previous agreements.
  13. DUTCH WASTE has the right to have certain activities performed by third parties. The Client does not have the right to have work performed by itself or by third parties that is or could be part of the assignment to DUTCH WASTE.
  14. If the consecutive working time for the workmen carrying out the work for DUTCH WASTE is 10.5 hours or more, the Client must provide a meal for these workmen at its own expense. If providing a meal is not possible, DUTCH WASTE will charge the Client a proportional fee per workman.
  15. If, in connection with the performance of the Agreement, workmen are required to stay at a hotel, DUTCH WASTE will have the right to charge the Client an additional fee.

 

Article 5 – Ship waste substances

1. Ship waste substances must meet the following requirements:
a. Waste from the engine room and/or fuel tanks containing crude oil and/or refined oil by-product and Waste from the cargo containing crude oil and/or refined oil by-product:

  • COD in water < 2000mg O/ltr
  • Sediment < 1 %
  • Chloride in water < 10000 mg/ltr (North Sea water level)
  • Waterborne organic halogens (EOX) < 10 mg CL/ltr
  • Total organic halogens in water (EOX+VOX) < 50 mg X/ltr
  • Total organic halogens in oil (TOX) < 1000mg X/kg
  • Sulphate (S) < 1500 mg/ltr
  • SG < 1
  • Flashpoint of oil fraction > 55 °C
  • Water fraction biodegradable
  • No heavy metals
  • No pesticides and PCBs
  • No added chemicals
  • Must not give off an excessive odour

b. Liquid non crude oil and/or refined oil product ship waste substances from cargo spaces and/or tanks:

  • Must not be mixed with other (waste) substances
  • COD in water < 2000mg O/ltr
  • Sediment < 1 %
  • Chloride in water, < 10000 mg CL/ltr (North Sea water level)
  • Waterborne organic halogens (EOX) < 10 mg CL/ltr
  • Total organic halogens in water (EOX+VOX) < 50 mg X/ltr
  • Total organic halogens in oil (TOX) < 1000mg X/kg
  • SG < 1
  • Water fraction biodegradable
  • No heavy metals
  • No pesticides and PCBs
  • No added chemicals
  • Must not give off an excessive odour

c. Solid ship waste substances from cargo spaces and/or tanks

  • Must be presented separately and not mixed with other (waste) substances
  • Must not emit excessive odour and/or contain vermin
  • Must not present a risk of self-ignition, explosion, contamination or radiation

d. Sanitary waste

  • Water fraction must be biodegradable
  • Must not be mixed with other (waste) substances
  • No heavy metals
  • No pesticides and PCBs
  • No added chemicals

e. Rubbish:

  • Must not contain hazardous substances and/or hazardous waste
  • Must not contain any sharp objects
  • Must not emit excessive odour and/or contain vermin
  • Must not present a risk of self-ignition, explosion, contamination or radiation

f. Small hazardous waste:

  • Must not contain explosive, etching, self-igniting, burning, smouldering and/or radioactive substances
  • Must be presented separately and not mixed with other (waste) substances
  • Must not emit excessive odour and/or contain vermin
  • Must be properly packaged

2. No waste shall be presented as ship waste substances that has not been generated in connection with the normal operations of the ship and/or the transport of cargo.
3. Prior to taking receipt, the Client must provide DUTCH WASTE with a written statement, signed by it, demonstrating that the ship waste substances to be taken receipt of complies with the conditions set out in articles 5.1 and 5.2. The Client is also obliged to inform DUTCH WASTE of all circumstances, including the use of chemicals and/or cleaning agents that could lead to a different composition of the ship waste substances.
4. If the Client explicitly indicates that there is a risk that the ship waste substances will not meet the requirements set forth in Article 3, the Client has the choice between the following possibilities:
a. The Client instructs DUTCH WASTE to carry out a further investigation on the basis of the sample taken;
b. The Client instructs DUTCH WASTE to take receipt of the consignment separately and then to carry out a further investigation.
5. If the Client does not provide the declaration referred to in article 5.3 or if DUTCH WASTE has strong indications that the consignment to be received does not comply with the requirements of articles 5.1 and 5.2, DUTCH WASTE shall not take receipt of the consignment until further investigation has shown that the consignment complies with the requirements of articles 5.1 and 5.2. If the further investigation shows that the consignment offered does not comply with the requirements of articles 5.1 and 5.2, DUTCH WASTE will make the Client an offer to take receipt of the consignment separately and process it or have it processed. The costs of the further investigation and of the separate receipt and processing (or having processed) shall be borne by Client.
6. If DUTCH WASTE incurs damage because the ship waste substances do not comply with the requirements of articles 3.1 and 3.2, the Client will be liable for this damage.

 

Article 6 – Sampling

  1. Client shall ensure that the consignment(s) to be received can be easily sampled on site prior to receipt. It must be possible to sample each tank, vat, etc. separately.
  2. DUTCH WASTE may decide to take a sample (or have a sample taken) from each consignment of ship waste substances prior to taking delivery. The Client is obliged to cooperate therein and, if requested, to sign the sample.
  3. DUTCH WASTE can take a flow sample from a pipe/hose during the transfer of liquids. DUTCH WASTE offers the Client or the person who is authorised to represent the Client the opportunity to attend the sampling. The samples are provided with a number, the date and the signature of DUTCH WASTE. The receiving facility shall offer a sub-sample to the Client.
  4. For liquid ship waste substances, a flow-through sample taken from a pipe/hose during pumping has evidential value between parties and that sample therefore constitutes conclusive evidence between the parties.
  5. DUTCH WASTE has the right to carry out an indicative inspection of the sample free of charge but is not obliged to do so.

 

Article 7 – Taking delivery

  1. DUTCH WASTE may require a safety checklist to be completed prior to taking receipt. The Client is obliged to fill it in completely and truthfully and to sign it.
  2. DUTCH WASTE takes over the ship waste substances using appropriate tools; the Client is obliged to allow DUTCH WASTE to do so and to follow the instructions of DUTCH WASTE.
  3. Taking delivery occurs by means of a reception device with which the consignment shall be added to other similar consignments of ship waste substances. Multiple consignments thus received shall be stored together in the collection device in accordance with the provisions of DUTCH WASTE’s permit under the Environmental Management Act before further investigation takes place.
  4. Delivery of the ship waste substances is effected by the taking delivery of the consignment. The ship waste substances will be the property of DUTCH WASTE and be for its risk from the moment of acceptance.
  5. If, when taking delivery, it becomes clear or there are strong indications that the consignment to be taken delivery of does not comply with the requirements of Article 5, DUTCH WASTE will have the right to stop taking delivery immediately and conduct a further investigation. The Client is obliged to follow the instructions of DUTCH WASTE to this end without delay. The Agreement shall remain in force in respect of the waste substances already received, in which connection articles 9 and 10 shall apply mutatis mutandis. The Client has the following options with respect to the waste substances not yet accepted:
    a. The Client terminates the assignment to take delivery;
    b. The Client instructs DUTCH WASTE to carry out a further investigation on the basis of the sample taken.
  6. In the cases referred to in Articles 5.4, 5.5 and 5.5, DUTCH WASTE shall provide an estimate of the costs of the further investigation in advance. The costs of the further investigation and separate acceptance shall be for the Client’s account.
  7. DUTCH WASTE determines the volume and/or weight of the ship waste substances by means of calibrated and/or legally compliant means. The volume and/or weight of the ship waste substances thus determined by DUTCH WASTE is binding between parties.
  8. The Client is obliged to sign the S Form with the description of the nature, the properties, the composition and the quantity of the ship waste substances transferred to DUTCH WASTE for approval.
  9. Without prejudice to the provisions in article 5.3, the Client is at all times obliged to provide DUTCH WASTE with further information, voluntarily and upon request, regarding the nature, properties, composition and/or origin of the ship waste substances.

 

Article 8 – Further investigation

DUTCH WASTE has the right to carry out further investigation of every consignment of ship waste substances that is to be received or has been received.

 

Article 9 – Liability of the Client

  1. If as a result of a statement not in keeping with reality within the meaning of article 5.3 or as a result of an incorrect, unclear, incomplete and/or insufficient description DUTCH WASTE suffers damage, and/or penalties, claims, penalty payments and other government measures are imposed, the Client will be liable for this.
  2. If further investigation into a received consignment shows that the consignment of ship waste substances offered by the Client does not comply with the requirements of Article 5, the Client shall owe the customary rate for taking delivery of a consignment of ship waste substances which differs from the ship waste substances as referred to in Article 5, with regards to the consignment taken delivery of and all the ship waste substances which have become contaminated as a result of taking delivery of this consignment. The Client is furthermore obliged to pay DUTCH WASTE for work already performed, costs incurred and damage suffered.
  3. In the case referred to in the second paragraph, DUTCH WASTE shall provide the Client with a written specification, which shall in any case state the quantity involved, the processing fee per unit of waste to be processed, the other costs and the competent permit holder to which the contaminated consignment has been or will be transported.
  4. If DUTCH WASTE is held liable by third parties, including the person to whom the ship waste substances is sent for (further) storage, treatment, processing or destruction by DUTCH WASTE, for damage as meant in the first paragraph of this article, the Client is obliged to indemnify DUTCH WASTE.

 

Article 10 – Acceptance of deviating consignments

  1. If the further investigation of the consignment referred to in articles 5.4, 5.5 and 5.5 shows that it does not meet the requirements of article 5, DUTCH WASTE may make an offer to the Client to take receipt of these substances separately and process them (or have them processed), but is not obliged to do so. This offer shall at least indicate the quantity involved, the costs and the competent permit holder to which the contaminated consignment will be transported. The assignment shall be concluded after the Client has accepted the offer.
  2. In the event that the consignment has already been received (separately), Article 9 shall apply correspondingly.

 

Article 11 – Countercheck

  1. In the case referred to in article 9.2, the Client has the right to have a countercheck carried out by an accredited Sterlab laboratory in respect of the sample referred to in article 5.3, at its own expense.
  2. If the countercheck referred to in paragraph 1 refutes the findings of the further investigation and written proof of this is submitted, DUTCH WASTE does not require a third investigation and there are no other facts or circumstances that lead to a different conclusion, only the regular fee for the acceptance will be charged to the Client and the costs of the countercheck will be for the account of DUTCH WASTE.

 

Article 12 – Accessibility

  1. The materials to be received must be set up in such a manner that no more than 20 metres of hose is required to receive liquid, unpackaged ship waste substances.
  2. The reception equipment for non-pumpable ship waste substances should be set up in such a way that the mechanical intake equipment can be used. In other cases, the Client shall ensure that the ship waste substances are brought to the reception facility in easily manageable, leak-proof and externally free packaging of no more than 23 kg.
  3. The consignment of ship waste substances to be received should be set up in such a way that it is freely accessible and there is a provision for possible leakage.

 

Article 13 – Packaging

  1. The non-pumpable ship waste substances to be received must be packaged in such a way that meets the requirements set by the government in this respect (including ADNR/ADR).
  2. For the pumpable ship waste substances to be received, a connection in accordance with MARPOL must be present and the connection including the related pipes must be suitable for suction with a minimum suction capacity of 4,000 litres/hour.

 

Article 14 – Amendments to the Agreement/Additional activities

  1. If it becomes apparent during the performance of the Agreement that it is necessary or desirable for proper performance to adjust or supplement the activities to be carried out, DUTCH WASTE will have the right to modify the Agreement unilaterally accordingly, even if performance has already started. If the Agreement is amended or supplemented, this may have an impact on the time of completion of the performance. DUTCH WASTE will inform the Client of this as soon as possible.
  2. If the Agreement is amended at the request of the Client and this amendment results in additional costs for DUTCH WASTE, DUTCH WASTE will be entitled to compensation of these additional costs.
  3. Amendments to the Agreements, as referred to in paragraph 2 of this article, shall be recorded in writing, unless DUTCH WASTE, at the request of the Client, has immediately started performing the work and may rely on the fact that the Client is/should be aware that there are extra costs involved in performing the extra work.

 

Article 15 – Price and payment

  1. The costs of the services to be provided by DUTCH WASTE are calculated on the basis of the price overview that was provided by DUTCH WASTE in its offer to the Client or that was provided by DUTCH WASTE to the Client upon acceptance of the assignment. The costs of work related to the scraping of the tanks, the opening and closing of necessary manholes, as well as costs of the provision of scaffolding material, tanks (manhole guard) and cranes or forklift trucks on site, are never included in the price offered for the work, unless otherwise agreed in writing.
  2. Travel expenses as well as delivery and/or removal costs will be charged from DUTCH WASTE’s location in Dordrecht.
  3. Working hours for workmen are calculated by DUTCH WASTE from the departure of these workmen from DUTCH WASTE’s location in Dordrecht until the return of these workmen at DUTCH WASTE’s location in Dordrecht. An increased rate is charged for hours worked during the weekend and in the evening/at night.
  4. Waiting hours that arise through no fault of DUTCH WASTE are (also) charged to the Client by DUTCH WASTE.
  5. Within the context of the performance of the Agreement by DUTCH WASTE, the cleaning water and waste materials are removed/collected by DUTCH WASTE and subsequently analysed and checked by DUTCH WASTE against the acceptance standards applied by DUTCH WASTE, as reflected in the price list provided by DUTCH WASTE to the Client upon the conclusion of the Agreement. If it becomes clear that the waste collected exceeds the applicable acceptance standards, DUTCH WASTE has the right to charge the Client additional costs or a surcharge for the storage, processing, treatment and/or destruction of these substances. The Client also has the obligation to compensate DUTCH WASTE for additional costs/damage resulting from the storage, processing, treatment and/or destruction of these substances.
  6. The prices or rates charged by DUTCH WASTE in the price list provided relate to tanks with the characteristics listed in article 4.4 of these conditions.
  7. The prices or rates charged by DUTCH WASTE are always stated in euros and exclusive of turnover tax, unless otherwise indicated.
  8. Prices and rates are always based on the price-forming factors known at the time of the offer. DUTCH WASTE always has the right to adjust prices and rates in the interim because of increases in cost price determining factors of any nature.
  9. DUTCH WASTE invoices the Client as soon as possible after completion of the activities carried out by DUTCH WASTE, unless the parties agree otherwise in writing.
  10. DUTCH WASTE has the right to invoice per separate service to be provided and/or charge an advance to the Client.
  11. Payment shall be made within thirty (30) days after the date of the invoice to a bank account designated by DUTCH WASTE. Payment shall be made without any discount, deduction, suspension or setoff by Client.
  12. If Client is represented by a shipping agent, then this shipping agent declares itself jointly and severally liable towards DUTCH WASTE for the payment obligations of Client towards DUTCH WASTE by (co-)signature or by confirmation by email of the offer sent by DUTCH WASTE to the Client. All provisions of this article therefore also apply to the shipping agent concerned.
  13. Objections to the amount of the invoices must be notified to DUTCH WASTE in writing within 8 calendar days after the date of dispatch of the invoice, failing which the invoice is considered approved. Objections to the amount of the invoices do not suspend a payment obligation.
  14. If invoices are not paid within this term, DUTCH WASTE has the right to charge default interest of 1.5% of the outstanding invoice amount per month, in which connection a part of a month is considered to be a whole month.
  15. In the event of liquidation, bankruptcy, attachment or a suspension of payment of the Client or if the Client otherwise loses the right to dispose of its assets, the claims of DUTCH WASTE against the Client will be immediately due and payable.
  16. If at any time during the performance of the Agreement DUTCH WASTE has reasonable doubt as to the creditworthiness of the Client, DUTCH WASTE has the right, at its discretion, to suspend performance of the Agreement, require adequate security from the Client for compliance with the (payment) obligations of the Client and/or dissolve the Agreement by mere notification to the Client, without being liable for any compensation.
  17. DUTCH WASTE has the right to suspend the performance of its activities after the expiry of the term of payment, as long as the payment of the relevant invoice(s) has not been made.
  18. If DUTCH WASTE is forced to take measures in order to realise payment because of non-payment by the Client, the Client shall bear the related extrajudicial costs. The extrajudicial costs are set at 15% of the invoice due at that time plus statutory (commercial) interest, with a minimum of €500.
  19. Payment of a certain sum of money shall first be applied to settle the costs, then the interest already due and finally the principal sum and the current interest, regardless of whether other instructions are given by the Client at the time of payment.
  20. If the performance of the work becomes impossible because the object on which the work has to be performed is destroyed or lost, or if DUTCH WASTE can no longer be given the opportunity to realise the work in any other way, DUTCH WASTE has the right to a proportional part of the fixed price based on the work already done and costs incurred.

 

Article 16 – Power of attorney

Until the end of the Agreement, the Client grants DUTCH WASTE an irrevocable power of attorney to take measures, which in the opinion of DUTCH WASTE are justified, and which are necessary in the context of an adequate performance of the Agreement.

 

Article 17 – Complaints

  1. Complaints about the services provided by DUTCH WASTE or the activities carried out by DUTCH WASTE must be reported by the Client to DUTCH WASTE within 8 days after delivery of the services by means of a letter addressed to: DUTCH WASTE Cleaning B.V., Jacobus Lipsweg 110, 3316BO Dordrecht, or by email to: operations@dutchwastecleaning.nl, accurately stating the reason for and nature of the complaints, failing which the right to complain shall lapse and the performance of the Agreement shall be deemed to have been accepted.
  2. DUTCH WASTE will respond to the complaint as soon as possible. If DUTCH WASTE determines that the complaint is well-founded, the Client shall allow DUTCH WASTE to remedy the complaint, without the Client being entitled to claim any form of compensation.
  3. The submission of a complaint shall never result in a right of suspension on the part of the Client of its payment and other obligations under the Agreement.

 

Article 18 – Liability and indemnification

  1. DUTCH WASTE is never liable for damage of the Client or third parties as a result of shortcomings in the performance of the Agreement and/or unlawful conduct on the part of DUTCH WASTE, with the exception of intent and/or deliberate recklessness on the part of DUTCH WASTE.
  2. DUTCH WASTE is never liable for claims of third parties that arise as a result of the performance of the Agreement and the Client indemnifies DUTCH WASTE against all claims of third parties in connection with the performance of the Agreement by DUTCH WASTE.
  3. Insofar as DUTCH WASTE, notwithstanding the provisions in the previous paragraphs of this article, is liable for damage, this shall only concern direct losses and this liability will be limited to €100,000.00 (in words: one hundred thousand euros).
  4. Direct losses are defined exclusively as: (a) the reasonable costs incurred to determine the cause and extent of the damage, to the extent that such determination relates to damage within the meaning of these general terms and conditions; and (b) the reasonable costs incurred to prevent or limit the damage, to the extent that the Client demonstrates that such costs have resulted in a limitation of the direct damage referred to in these general terms and conditions.
  5. DUTCH WASTE is never liable for indirect losses, including consequential losses, loss of profit, missed savings, damage due to business interruption, losses caused by or during the performance of the Agreement to goods on which work is being carried out or to goods that are in the vicinity of the work site and damage caused by intent or deliberate recklessness of auxiliary persons.
  6. DUTCH WASTE shall never be liable for any damage caused by incompleteness or inadequacy of the information provided by or on behalf of the Client.
  7. The Client indemnifies DUTCH WASTE against possible claims from third parties, which in connection with the performance of the Agreement suffer damage and which damage is caused is attributable to others than DUTCH WASTE.
  8. If DUTCH WASTE is held liable on that basis by third parties, the client will be obliged to assist DUTCH WASTE both in and out of court and immediately do everything that may be expected of it in that case. Should the Client fail to take adequate measures, DUTCH WASTE has the right to do so itself without notice of default. All costs and damage on the part of the Client and third parties caused as a result, shall be fully for the account and risk of the Client.

 

Article 19 – Force majeure

  1. During a situation of force majeure, which is understood to be any circumstance beyond the control of DUTCH WASTE that hinders and/or hampers the performance of the Agreement, including but not limited to war, terrorism, riots, wilful damage, fire, water damage, flooding, extreme weather conditions, epidemics, strikes, lockouts, import and export obstructions, government measures, defects in machinery, disruptions in the supply of energy or materials by third parties and similar circumstances, DUTCH WASTE at its discretion will either suspend performance of the Agreement (and extends delivery times) or dissolves it by means of a written and substantiated statement. In the event of dissolution, there will be no obligation to pay compensation, with the exception of a possible compensation by the Client of the costs actually incurred by DUTCH WASTE.
  2. As soon as it becomes permanently impossible for DUTCH WASTE to comply with its obligations due to the existence of the force majeure situation, or as soon as the force majeure situation persists or will persist for more than six weeks, each party will have the right to terminate the Agreement with immediate effect without any obligation to pay compensation to the other party.
  3. Insofar as DUTCH WASTE at the time of the occurrence of force majeure has already partially fulfilled its obligations under the Agreement or will be able to fulfil them, DUTCH WASTE has the right to separately invoice the part already performed or to be performed. The Client is obliged to pay this invoice as if it were a separate agreement.

 

Article 20 – End of the Agreement

  1. The Agreement shall end by operation of law upon expiry of the period stated in the Agreement and/or upon completion of the work, unless the parties agree otherwise in writing.
  2. DUTCH WASTE may terminate the Agreement with the Client with immediate effect, without prejudice to the other rights of DUTCH WASTE under statutory provisions, if:a. The Client has ceased to exist or is dissolved, is converted into another legal form, performs a legal merger or split-off;
    b. The Client’s business is terminated or the Client’s business is transferred to a third party;
    c. One or more shares of the Client in the capital of a company are subject to any limited right or attachment and that right or attachment is not lifted within 30 (thirty) days;
    d. The Client is declared bankrupt, is granted a suspension of payments, whether provisional or otherwise, or loses the right to dispose of free administration or free power of disposition of its assets by attachment, by being placed under administration or in any other way, all of the above irrespective of whether the relevant court decision has become irrevocable, or the Client has offered a settlement outside bankruptcy or creditors;
    e. The Client has failed to comply with any obligation arising from the Agreement and/or these general terms and conditions, after DUTCH WASTE has given it notice of default and also after the expiry of a reasonable term or remedy period. For the purposes of this section, a notice of default is any communication that unambiguously indicates that DUTCH WASTE requires compliance;
    f. After the conclusion of the Agreement, DUTCH WASTE learns of circumstances that give good reason to fear that the Client will not comply with the obligations
    g. The Client dies, without DUTCH WASTE being obliged to pay any form of compensation to the Client.
  3. In addition to the right of DUTCH WASTE to claim compensation, if the Agreement is terminated on grounds included in paragraph 3 of this article, the Client will be obliged to compensate DUTCH WASTE for all activities that have already been carried out by DUTCH WASTE at the moment of termination. The Client is obliged to pay these invoices as if they were a separate agreement.

 

Article 21 – Secrecy

The Client is obliged to observe secrecy regarding company and other information of DUTCH WASTE in respect of which the Client knows or should know that this information is confidential and/or disclosure could be harmful for DUTCH WASTE, unless DUTCH WASTE has given prior written consent for disclosure of the information and the Client is obliged to disclose the information by virtue of the Law.

 

Article 22 – Transfer of rights and obligations

  1. DUTCH WASTE has the right to transfer its rights and obligations under the Agreement to a third party; the Client cooperated in advance to this by signing the offer of DUTCH WASTE.
  2. The Client does not have the right to transfer its rights and obligations under the Agreement to a third party, unless DUTCH WASTE gives its prior written consent.

 

Article 15 Return of items of property made available

  1. If DUTCH WASTE has made items of property available to the Client in the performance of the Agreement, the Client is obliged to return the items of property provided within 14 days after completion of the activities under the Agreement in their original condition, free of defects and in their entirety. All of the above is at the expense and risk of Client. If the Client does not comply with this obligation, all costs resulting from this shall be at his/her expense.
  2. If the Client, for whatever reason, also after having received a demand, continues to fail to comply with the obligation mentioned under 1, DUTCH WASTE has the right to recover from the Client the resulting damage and costs, including replacement costs.

 

Article 16 Applicable law and dispute resolution

  1. Agreements which DUTCH WASTE concludes with a Client are governed exclusively by Dutch law.
  2. All disputes arising from Agreements which DUTCH WASTE concludes with the Client or other agreements in performance thereof shall be settled by the competent court of the Rotterdam District Court, to the exclusion of any other court.
  3. Apart from the stipulations of article 16 paragraph 2 of these general terms and conditions, DUTCH WASTE reserves the right to summon the Client to appear before the competent court in the Client’s place of residence or business.