Article 1. Applicability of these Terms and Conditions
These conditions apply to all services, quotations, offers, assignments, agreements as well as the execution thereof between Circular Plastics B.V., hereinafter referred to as CIRCULAR, and its contracting parties, insofar as the parties have not expressly deviated from these conditions in writing. CIRCULAR rejects the applicability of other general conditions that are not used by it unless the parties agree to them in writing.
Article 2. Quotes
All quotations made by CIRCULAR are always without obligation. CIRCULAR is only bound by the quotations made by it if the acceptance thereof is confirmed in writing within 30 days of the release. The prices mentioned in a quote are exclusive of VAT unless stated otherwise.
Article 3. Delivery
- Delivery takes place as agreed with or confirmed to the contracting party.
- The contracting party is obliged to take delivery of the purchased products at the moment they are being delivered or at the moment at which the products are placed at the buyer’s disposal. If the contracting party refuses the purchase or negligence can be blamed regarding the provision of information or instructions necessary for the delivery, the goods will be stored at the expense and risk of the contracting party. In that case, the contracting party will owe all additional costs, including in any case storage costs.
Article 4. Partial delivery
- CIRCULAR is permitted to deliver sold goods in partial delivery. This does not apply if a partial delivery does not have an independent value.
- If the goods are delivered in parts, CIRCULAR is authorised to invoice for each delivered part separately.
Article 5. Delivery time and force majeure
- An agreed delivery time is not a deadline unless expressly agreed otherwise. In the event of late delivery, the contracting party must give CIRCULAR written notice of default and a minimum term of eight working days within which CIRCULAR can still fulfil its obligations.
- Exceeding the agreed delivery date does not entitle the contracting party to compensation if the excess is due to force majeure. Neither does the force majeure situation on the part of CIRCULAR entitle the contracting party not to fulfil the obligations under the agreement or to suspend and/or to request the dissolution of the agreement.
- In the event of force majeure – which also includes the cause that hinders the fulfilment of its obligation – CIRCULAR has the choice to either suspend the fulfilment of its obligation or to cancel a concluded agreement or to consider it dissolved, without thereby to pay any compensation. In this case, CIRCULAR will only proceed to terminate the agreement if the period of force majeure lasts or is going to last longer than 30 days.
- Force majeure includes, among others: any circumstance not due to the fault of CIRCULAR, such as illness or lack of personnel, strike, defective machines, lack of transport options, war, natural disasters, as well as all obstacles caused by government measures and delays caused by (contracting) parties on which CIRCULAR depends in its business operations.
Article 6. Default
- The contracting party is immediately in default in the following, non-exhaustive cases, without prior notice of default, namely: a) if after the conclusion of the agreement CIRCULAR becomes aware of circumstances that give CIRCULAR reasons to fear that the contracting party will not meet its obligations or b) if CIRCULAR has requested the contracting party to provide security for the performance of the contract and the contracting party does not provide this security or does not provide it sufficiently within the agreed period.
- In the event that the contracting party is in default, CIRCULAR is authorised to suspend the further execution of the agreement or to dissolve the agreement, any of these without prejudice to the right of CIRCULAR to claim compensation. In that case, CIRCULAR is also authorised to suspend the performance of all other current agreements with the contracting party or to dissolve these agreements. CIRCULAR may also require payment in advance or cash on delivery for these agreements, even if other delivery/payment terms and conditions have been agreed with regard to these agreements.
Article 7. Termination of agreement
- Each of the parties may terminate the agreement in writing by mutual consent and with due observance of a notice period of 30 days unless urgent reasons to be immediately communicated to CIRCULAR justify the immediate termination of the agreement.
- The agreement terminates without prior notice in any case upon the expiry of the term, through dissolution by the court, in the event of suspension of payments or bankruptcy of the contracting party, in the event that the contracting party has otherwise lost the free management of its assets or force majeure (with due observance of the provisions of article 5).
- CIRCULAR can terminate the agreement in writing without mutual consent for such important reasons that the continuation of its obligations can no longer be required of it. These reasons can be in any case, but not exclusively:
- if circumstances arise with regard to persons and/or materials that CIRCULAR uses or commits to operate in the performance of the agreement, which is of such a nature that the execution of the agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the agreement can no longer reasonably be ensured;
- the contracting party does not comply with its (payment) obligations under the agreement;
- the contracting party refuses to provide the cooperation that is reasonably necessary for the proper execution of the agreement;
- the contracting party shows such a behaviour towards CIRCULAR employees or clients that continuation of service is no longer possible;
- in the event that the mean EUWID (or any other standard used for calculation in a specific case) is changed by more than 20% compared to the mean EUWID (or any other standard used for calculation in a specific case) which CIRCULAR and a contracting had assumed in an already entered into price agreement.
Article 8. Reservation of ownership
- The goods delivered by CIRCULAR (products such as Ecoflower containers, Ecoflower bags, Ecoflower buggy and Ecoflower boxes and Ecoflower wraparounds) remain the property of CIRCULAR until the contracting party has fulfilled all the following obligations from all purchase agreements concluded with CIRCULAR, namely the consideration(s) with regard to the delivered or to be delivered good(s) themselves and/or any claims for non-performance by the contracting party of (a) purchase agreement(s).
- Goods delivered by CIRCULAR that are subject to reservation of ownership pursuant to paragraph 1 may only be sold on within the framework of normal business operations, but as long as the payment thereof has not yet been completed, the contracting party shall not be entitled to pledge the goods to third parties or to provide them as security in the broadest sense of the word to third parties. If the contracting party sells the goods – which are subject to reservation of ownership – to a third party, it is obliged to immediately and unconditionally assign its claim arising from this delivery to CIRCULAR.
- If the contracting party does not fulfil its obligations or there is a justified fear that it will not do so, CIRCULAR shall be entitled to remove the goods delivered on which the reservation of ownership referred to in paragraph 1 rests with the contracting party or third parties that hold the business for the contracting party. The contracting party is obliged to cooperate fully in this respect on penalty of a fine of 10% of the amount due per day. If third parties wish to establish or exercise any right to the goods delivered under reservation of ownership, the contracting party is obliged to notify CIRCULAR as soon as can reasonably be expected.
- At the first request of CIRCULAR, the contracting party undertakes to insure and keep insured the goods delivered subject to reservation of ownership against fire, explosion and water damage and against theft, and the policy may make this insurance available for inspection, to pledge all claims of the contracting party against insurers in respect of the goods delivered subject to reservation of ownership to CIRCULAR in the manner prescribed in art. 3:239 of the Dutch Civil Code, to pledge to CIRCULAR the claims that the contracting party obtains against its customers when reselling goods delivered under reservation of ownership by CIRCULAR in the manner prescribed in art. 3:239 of the Dutch Civil Code, to mark the goods delivered subject to reservation of ownership as the property of «CIRCULAR», to cooperate in other ways with all reasonable measures that CIRCULAR intends to take in order to protect its property rights with regard to the goods and which do not unreasonably impede the contracting party in the normal course of its business.
Article 9. Quality and guarantee
- The other party is entitled to inspect/have the goods inspected for delivery, provided CIRCULAR is informed of this in time.
- CIRCULAR does not accept any further obligation and no further guarantee is given than specified in the agreement. Without further description in the agreement, CIRCULAR can therefore not be held liable for the quality of the delivered goods.
- With regard to materials to be delivered to CIRCULAR, these (both steel and foils/plastics) must at all times meet the quality standards as described in the European Waste Shipment Regulation.
- CIRCULAR does not accept materials that have been in contact with substances classified as dangerous according to legislation and regulations. These materials are generally provided with hazard signs and/or labels.
- CIRCULAR does not accept materials that are not allowed for recycling or cannot be recycled in accordance with (European) laws and regulations.
Article 10. Defects; complaint terms, quantity
- The contracting party is to check or to get the purchased goods checked immediately on delivery or as soon as possible after that. The contracting party must check whether the delivered goods comply with the agreement, namely; whether the correct products (both qualitatively and quantitatively) have been delivered, whereby – if quality requirements are missing – the goods must meet the requirements that may be set for normal use and/ or commercial purposes.
- Complaints due to incorrectly delivered goods must be submitted in writing to CIRCULAR within 3 days after delivery, accompanied by the consignment note intended for the contracting party.
- If visible defects or shortcomings are observed, the contracting party must notify CIRCULAR in writing within 3 days of delivery.
- Non-visible defects must be reported to CIRCULAR in writing to the contracting party within 3 days of discovery, but no later than 30 days after delivery.
- Even if the contracting party claims on time, its obligation to pay and accept delivery of orders made remains. Goods can only be returned to CIRCULAR after prior written approval.
Article 11. Price increase
If CIRCULAR enters into a specific price agreement with a contracting party, CIRCULAR is nevertheless entitled to increase the price. CIRCULAR may pass on increases in wages and raw material prices.
Article 12. Payment
- Payment must be made within 30 days of the invoice date unless another term has been agreed in writing. Payment can be made by paying the amount due on a bank account to be designated by CIRCULAR.
After the expiration of 30 days after the invoice date or the agreed term, the contracting party is in default and is liable to pay interest on the outstanding amount from the moment of default at the statutory interest rate on trade agreements increased by 2%.
- Payment is ought to take place without a discount or clearance.
- Payments made by the contracting party always serve first to settle all costs (including the costs of legal assistance), then to reduce the interest already incurred and thereafter on the principal sum and the current interest.
Article 13. (Collection) costs
- If the contracting party is in default or non-compliant, then all reasonable costs incurred for obtaining a settlement shall be borne by the contracting party. These costs are set at 15% over the principal sum with a minimum of € 250. If CIRCULAR demonstrates that it has incurred higher expenses, which were reasonably necessary, these will also be for the account and risk of the contracting party.
- The contracting party shall owe CIRCULAR the judicial costs incurred by CIRCULAR in all instances in the event that there is an irrevocable judicial decision in which the contracting party is wholly or predominantly unsuccessful.
Article 14. Liability
- The liability of CIRCULAR is limited to the amount of the payment made by the insurance, insofar as this liability is covered by its insurance.
- The liability is limited at all times to the amount that is involved in the agreement, up to a maximum of € 5,000.
- The limitations in liability as described in paragraphs 1 and 2 of this article do not apply if the damage is due to intent or gross negligence on the part of CIRCULAR. Liability for consequential damage is explicitly excluded.
- The provisions of paragraphs 2 and 3 of this article also apply to the third parties engaged by CIRCULAR. The contracting party indemnifies CIRCULAR against claims from third parties.
Article 15 Conditions relating to the hiring, letting and use of collection and recycling facilities
- The Logistic aid product (including Ecoflower Bags or promotional durable items, Ecoflower Boxes, Ecoflower containers, Ecoflower Buggies, etc.), hereinafter referred to as “the product”, is at the expense and risk of the contracting party from the moment of delivery. This product must be delivered in the same condition. All damage caused to the product during use/rental will be borne by the contracting party. Without a contrary and immediately counter-notifiable message from the contracting party, the basic principle is that CIRCULAR has supplied an undamaged remedy.
- The period of use ends when the product is loaded in the logistics chain by CIRCULAR or cooperating partners. The contracting party must use the product with proper care. It is forbidden to bring or release the product made available by CIRCULAR with liquid, volatile, highly flammable, explosive, caustic, odorous, poisonous or substances that are in any other way harmful to human and animal health, or to load the product above the statutory load capacity. All costs and damages that are an (in)direct consequence of acting contrary to the foregoing will be borne by the contracting party.
- The loading of an Ecoflower Buggy, for example, must be such that material cannot protrude outside the Buggy or fall off or swing off the Buggy.
- The contracting party is liable for damage that arises as a result of placing/collecting at the request of the contracting party from a product on sidewalks, driveways and/or private areas and goods thereon. The contracting party indemnifies CIRCULAR against claims from third parties, including any government fees. The contracting party must ensure that there is good accessibility to be able to place/pick up a product. The contracting party is responsible for such logistic handling and storage and any further provisions that are generally desirable or are prescribed by any authority with regard to the use of the logistics and packaging products supplied by CIRCULAR. Any fines imposed are for the account of the contracting party.
- The contracting party is responsible for the appropriate provision of product data.
- Invoicing will take place on the basis of the number of products stated on the packing slip and consignment note at the then applicable rates unless otherwise agreed in advance in writing. The rent is calculated on the number of working days that the product is in use, excluding the day of placement and the collection day specified by the contracting party.
- Replacement costs of a product due to loss, theft etc. will be borne by the contracting party.
Article 16. Dispute resolution
Contrary to the statutory rules for the jurisdiction of the civil court, any dispute between the other party and CIRCULAR, will be settled, by the District Court of Noord-Holland, location Alkmaar, in case the court is competent.
Article 17. Applicable law; Exclusion of the Vienna Convention on the International Sale of Goods
- Dutch law shall apply to every contract between CIRCULAR and the contracting party, even if the execution of the contract takes place outside the Netherlands. If these terms and conditions are also drawn up in a language other than the Dutch language, the Dutch version will be assigned decisive importance in the event of possible disputes between the two texts.
- The applicability of the Vienna Convention on the International Sale of Goods is excluded.
- All legal claims against CIRCULAR, including claims for compensation and performance, shall lapse or expire one year after the occurrence of the corresponding claim or demand.
Article 18. Changes to the Terms and Conditions
CIRCULAR shall be authorized to make changes to these Terms and Conditions. These amendments will become effective on the announced date of entry into force. CIRCULAR will send the amended conditions to the contracting party in time. If no time of entry into force has been announced, changes will take effect with respect to the contracting party as soon as it has been notified of the change.