General Conditions MAC2 GROUP
Mac2 : Mac2 Holding nv, Mac2 Solutions nv, Mac2 nv, Mac2 Shipping nv.
Client : the natural person or legal entity which enters into an Agreement with the Supplier or requests a quotation to this effect.
Parties : Mac2 and the Client.
Agreement : every agreement between the Parties to which these General Conditions apply.
Waste material : all substances, preparations or other products which are offered to MAC2 under the Agreement or quotation between the parties, including sludge, washing water, load remains, hazardous materials, which the Client wishes to dispose of, whether or not forcibly.
Article 1 : General Provisions – Field of Application
1.1. These General Conditions apply to all activities and/or services performed by MAC2, or the subcontractors acting on behalf of MAC2. Depending on the nature of the assignment, activities or other types of performance and/or depending on any portion to be reasonably considered as independent part thereof, other clauses can apply. MAC2 is also authorized to call upon these General Conditions in case of extra-contractual agreements against her.
1.2. Variations of these General Conditions can only be recognized if these were accepted in writing and beforehand by MAC2. These variations only apply for the activities and/or services for which they were agreed upon.
1.3. The Client confirms that the waste material/goods, which he puts under the care of MAC2, are his property or are rightfully in his possession, as representative of the owner or the principal and he confirms that he may either dispose of this waste material/goods, as such that he accepts the present conditions not only for himself but also for his principal, as well as for the owner thereof.
1.4. These conditions shall apply as soon as MAC2 and the Client have entered into an Agreement regardless whether this Agreement was reached in writing, verbally or tacitly. The Client recognizes having taken note of these General Conditions and having expressly renounced his own General Conditions even if these would be announced later than the present General Conditions.
1.5. Studies and documents which are delivered to the Client, remain to the full property of MAC2.
1.6. Should these General Conditions be modified, the new text of the General Conditions applies as of the date of notification.
Article 2 : Quotations, Prices and Agreements
2.1. Except if expressly stipulated otherwise, a written or verbal quotation is completely without obligations.
2.2. Orders placed by the Client can only be considered as accepted and binding if these were accepted by MAC2 in writing or if the execution thereof has commenced.
2.3. If an Agreement is cancelled by the Client, the latter is bound to reimburse all expenses incurred by MAC2 as well as to pay a fixed compensation amount of 20% of the price of the Agreement, as indicated in the quotation; without prejudice to the right of MAC2 to claim additional damages if it can prove that the damage exceeds the aforementioned amount in the quotation.
2.4. If prices increase while the Agreement is in effect and due to circumstances beyond Mac2’s control, , such as the increase of the prices of materials, raw materials, components, including increases as a result of changed exchange rates, import duties, taxes and other governmental measures, etc., MAC2 is entitled to unilaterally increase the agreed prices accordingly.
2.5. Except if expressly stipulated otherwise, the prices only include the compensation for the service provided by MAC2 or products delivered including the normal accompanying costs. In other words, the prices do not include levies imposed by the government, customs or other institutions, such as VAT, import duties, fines, etc., nor other obligations or expenses such as transportation expenses. These are calculated separately.
2.6. Unless agreed otherwise, prices per unit of time (for instance in case of renting or supplying of goods or premises), are due as of the moment the object has been made available to the Client at the agreed location, and more precisely until the moment when it has been made completely available again to MAC2. The chargeable time shall be extended with the time that is necessary to perform repairs of damage which occurred during the supply and for which the Client is liable based on these General Conditions or based on any applicable legal stipulation.
2.7. Furthermore, the prices are based on a normal performance, such as within normal working hours and normal duration of time. The prices are for instance calculated at locations that are easy and safe to reach by land and/or water and that are accommodating and the prices are for instance based on the technical and/or commercial parameters indicated by or on account of the Client, with regard to the nature, characteristics and composition of the waste material, samples and documents, as well as with regard to information about inland vessels and/or ocean-going vessels, the correctness and completeness of which can be assumed. If it shows afterwards that in fact these conditions are not met, either with respect to the performance or with respect to the duration or time, MAC2 is entitled to increase the prices with all additional costs arising as a result thereof – plus – a reasonable profit and/or the right to leave the Agreement unexecuted or, if the case may be, to break off and cancel the Agreement in the meantime at a time to be determined by MAC2, in which case MAC2 has the right to 20% of the price of the Agreement, as indicated in the quotation; without prejudice to the right of MAC2 to claim additional damages if it can prove that the damage exceeds the aforementioned amount in the quotation.
2.8. All quotations and prices are based on the information given by the Client. If this information appears to be incomplete and/or incorrect, MAC2 also preserves the right to determine a supplementary estimate.
2.9. In case of financing, the Agreement will be closed under the suspensive condition, that thes financing is obtained within a maximum period which is determined by order and which in every respect shall not exceed 45 working days.
2.10. In case an urgent intervention is requested to MAC2, present general conditions shall be applied. The requested intervention to MAC2 through an oral assignment of the Client will also be considered as a binding agreement, from which follows that the Client will reimburse all delivered goods, services and products to MAC2.
Article 3: Pick Up – Transfer of Waste Material
3.1.1.All materials loaded in ships or trucks are considered as Waste Material in the scope of an Agreement to pick up Waste Material and are transported and processed as such.
3.1.2.Pick up methods are all whether or not reusable pick up methods such as containers, tank lifters, ships, trucks, with accessories, etc., used for the temporary storage, transport and/or delivery of waste material.
3.2. Documents and samples and conformity of the waste material
3.2.1. The Client has the obligation to provide the following documents and samples when entering into an agreement:
a) A complete description of the nature, characteristics and composition of the Waste Material offered.
b) All permits and documents necessary to meet any legal requirement.
c) Representative samples of the materials which the Client wishes to deliver to MAC2.
e) Analysis results, if present.
3.2.2. In case of non-conformity of the Waste Material, MAC2 reserves itself the choice to dissolve the Agreement and to return the Waste Material to the Client, or to charge the extra expenses for processing, transport and treatment to the Client. The Client is liable for all direct and indirect damages resulting from the non-conformity of the Waste Material. The Client also indemnifies MAC2 against claims from third parties.
case of non-conformity of the Waste Material, MAC2
3.2.3. Non-conformity of the Waste Material can also be detected after picking up and unloading the Waste Material. Final acceptance of the waste Material shall only occur upon acceptance by the processing center. (see also ACCEPTANCE CONDITIONS).
Article 4: Renting – Supplying – Depot –Waste Containers and other Pick up Methods
4.1. The Client is bound to describe all characteristics of the Waste Material to be delivered beforehand and accurately, in a timely and correct fashion and in accordance with all legal requirements, as indicated in article 3.2.1. In case of non-conformity of the Waste Material, articles 3.2.2. and 3.2.3 apply.
4.2. The Client is not permitted to deposit environmentally polluting materials (such as (not limitative) cartires, gas bottles, oil filters, carcasses, hazardous or toxic materials), hardened materials (such as (not limitative) fluid concrete ormortar), infectious materials (such as anima-l or kitchen waste) or other materials for which the law imposes certain conditions or limitations, in a container that is not specifically intended for this kind of material. In case of violation thereof, MAC2 reserves itself the choice to dissolve the Agreement and return the Waste Material to the Client, or to charge the extra expenses for process, transport and treatment to the Client. The Client is liable for all direct and indirect damages resulting from the violation of this obligation. The Client also indemnifies MAC2 against claims of third parties.
4.3. The Client is liable for all damages (including loss as a result of theft) afflicted to and by the container and other pickup methods, between the time when it is placed at the agreed upon location and at the time of pickup by MAC2.
4.4. Refrigerated containers for storage of goods will only be made available to the Client if the Client has explicitly requested in writing a refrigerated container. If the Client has not explicitly requested in writing a refrigerated container, MAC2 makes a non-refrigerated container available to the goods of the Client.
Article 5: Puchase-Sale – Delivery of Goods
5.1. The goods are delivered as determined in the order confirmation. Dimensions, weights, quantities, degrees, percentages, etc., as mentioned in the order confirmation/Agreement, will be observed as precisely as possible by MAC2, given nevertheless the usual tolerances regarding variations for the goods. Variations in dimensions, weight, etc., which fall within these usual tolerances, do not affect the legal validity of the purchase-sale and do not grant the Client any claim (e.g. dissolution of the purchase- sale, withholding of the payment, price reduction, damages, refusal of goods) against MAC2.
5.2. The goods are deemed to be delivered to the Client as soon as they have reached the destination, as indicated in the order confirmation/Agreement. MAC2 is responsible for
transporting the goods to the point of destination. The Client is responsible for the possible export and import formalities as well as for the accompanying costs. The risk with regard to the goods falls on MAC2 until the moment when the goods have reached their destination; from that moment on, the risk is borne by the Client. The Client is always responsible for unloading the goods at the point of destination, the risks in this regard are borne by the Client. The aforementioned unloading of goods needs to occur immediately upon arrival of the goods at the destination; in the absence of which MAC2 is entitled to unload the goods there and leave these behind with the costs and risks borne by the Client.
5.3. The delivery of the goods also includes the acceptance of these goods by the Client. Possible visual deficiencies with regard to the goods are also covered from this moment on. The same applies with regard to a possible non-conformity between delivered and sold goods. MAC2 only owes indemnification for serious, hidden deficiencies of the goods which result from parts and/or manufacturing errors, whereby all other causes are excluded, and which were already present at the time when the purchase-sale was realized. The obligation of indemnification, which would possibly affect MAC2, is definitely limited to the replacement of the defective goods upon return thereof by the Client; the costs of the return of the defective goods are borne by the Client.
5.4. A possible claim on the base of hidden defects must be set by the Client within a period of 2 months from the discovery of the defect, by default of which the claim in application from the article 1648 of the civil code is inaccessible.
5.5. This claim must also to be set on penalty of nullity within the year of the delivery.
5.6. If the complaints are accessible and founded, the obligation of MAC2 is limited itself to replace or repair the defective or damaged goods and the damage can maximum be equal to the cost price of the sold good. No other damages of the Client are eligible for compensation.
Article 6 Act of God -Delivery – Term
6.1. MAC2 cannot be held liable for direct and/of indirect consequences and/or damage of an Act of God or government decisions which affect the execution of the Agreement. This includes the following circumstances: war, rebellion, social unrest, strike, lockout, interruption or increase of traffic, shortage of storage locations, floating ice floes, snowfall, floods or unforeseen natural phenomena, shortage of resources. When the occasion arises, any damage can be attributed to these circumstances.
6.2. In case of an Act of God, all Agreements are legally suspended for the duration of the aforementioned incidents without MAC2 owing any damages for the non-execution of an Agreement. When the situation of an Act of God in
question makes the execution of the Agreement permanently impossible or senseless, both MAC2 and the Client can decide to consider the agreement dissolved without the compensation for damages.
6.3. The non-compliance of the agreed delivery dates/agreed terms may not under any circumstances be called upon for damages or even till cancellation of the Agreement. The time of delivery specified by MAC2 should be regarded as an approximate momentum, without any rights or obligations that may arise for that purpose. The stipulated timelimits and or terms in the order starts to run from the first working day on the issue of the necessary information and guidelines, which make it possible to carry out the order.
6.4. MAC2 is thus not liable for delays in the execution of the assignments. Completion deadlines given by MAC2 are only for information purposes and by no means binding. Delays in completion deadlines do not grant the Client the right to terminate the Agreement and to claim damages or withhold payment.
6.5. MAC2 is furthermore dismissed of all obligations concerning time-limits and implementation of works, when the terms of payment are not observed by the Client, or when changes are made during the execution of the order.
Article 7 : Liability 7.1.General
7.1.1. Mac2 shall be liable for any damages exclusively as provided for under this Article 7.
7.1.2. Mac2 shall be liable for and remedy any damage which is the direct result of its deceit, except if otherwise provided for in these General Conditions or in the Agreement. MAC2 or its duly appointed is not liable for damage caused by its willful default, negligence or deliberate error.
7.1.3. MAC2 shall indemnify, defend and hold harmless the Client from and against all actions, suits, claims, costs and expenses resulting from claims from third parties fines or penalties imposed on or incurred by the Client in relation to:
a) any physical damage to the property of third parties or
b) injury to persons, including death,
in each case to the extent that the same directly results from the deceit of MAC2, while engaged in activities relating to this Contract.
7.2.Limitations on Mac2’s Liability
The total cumulative liability of MAC2, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of the performance or breach of the Agreement shall not exceed the amounts that are paid out by its liability insurer and for which coverage is granted. Upon first request, MAC2 provides you with the general and special conditions of its liability Insurance policy.
In the event that any damage or injury is caused by the joint or concurrent negligence of the Client and MAC2, then the loss shall be borne by each Party in proportion to its degree of fault.
Except where expressly provided otherwise in the Agreement, MAC2 shall not be liable for any loss of production, loss of profit, loss of revenue, loss of contracts, liabilities incurred under any other agreements or indirect or consequential loss arising out of or in connection with the Agreement.
Article 8 : Payment Conditions – Acceptance
8.1. Except for any other agreement, the invoices are payable within thirty (30) days of the date of the invoice. Payments are only valid if these are carried out at the offices of MAC2, or to one of its financial accounts. Banking fees are borne by the Client.
8.2. Invoices which are not legally appealed are considered accepted. The appeal can only be legally made by means of registered letter within eight (8) days of the date of the invoice.
8.3. In case of non-payment of the price or the still outstanding balance thereof, on the due date of the invoice, this will be increased with a compensation of 10% of this price or balance (with a minimum compensation of 125 EUR), which corresponds to the hindrance suffered by MAC2 and to the accompanying administration fees incurred. Furthermore, the price or the still outstanding balance thereof is to be increased then and as of the due date of the invoice with the interest rate as provided in the law on preventing delayed payments of August 2, 2002. The aforementioned compensation and conventional interest in arrears are legally owed without any warning notice being required. The conventional interest in arrears is settled per commenced month.
8.4. The non-payment, be it partially, of the price on the due date of an invoice makes the owed balance of all the other, even non-expired, invoices immediately claimable by law and without prior proof of default.
8.5. The Client is not entitled to compensation.
8.6. The signature of the Client or of its employees on the relevant document (delivery order/removal order) of receipt also means its acceptance.
8.7. In case of refusal or reservation by signing the delivery order/removal order, an automatic acceptance will restrain unless the Client makes us known within 48 hours the reason(s) in writing on a motivated way with the necessary documents in support.
8.8. If the Client considers that it is entitled to withhold an amount from any payment, it shall give Mac2 notice of its
intention to withhold payment not later than five (5) days before the final date for payment, specifying the amount proposed to be withheld and the ground or grounds for withholding payment. The Client shall only be be entitled to withhold undisputed amounts.
Article 9: Securities – Retention of title
9.1. If the trust of MAC2 in the creditworthiness of the Client is shaken by acts of judicial execution against the Client and/or demonstrable other evens which question and/or make the trust in the good execution of the commitments made by the Client impossible, the Client is bound to provide the securities requested by MAC2 for the payment of all performances rendered previously and still to be rendered.
9.2. Pending the provision of the requested securities, MAC2 is entitled to suspend the execution of the assignments. If the Client has not provided the requested security within 7 days, MAC2 is authorized to dissolve the agreement by law and without proof of default provided this is only announced to the Client, and is authorized to demand fixed damages of 20% of the quote; without prejudice to the right to claim additional damages if it can prove that the damage exceeds the aforementioned amount.
9.3. The parties among have explicitly agreed that, by derogation from the article 1583 of the civil code, the transfer of ownership of the sold goods will take place only after full payment of the agreed price in principal sum, included any interest and costs.
9.4. The transfer of risk takes place at the time of delivery.
9.5. A possible bankruptcy of the buyer shall not damage the right of recovery of the goods which are held by the buyer and are itself there in kind. (art. 101 of the Bankruptcy Act).
9.6. Any liability of MAC2 is in any case excluded when the damage would have been caused by overlapping of a defect in the product and by the fault of the victim or a person for whom the victim is responsible for.
Article 10: General
10.1. The possible nullity of one or more stipulations of these General Conditions does not result in the nullity of the other stipulations of these General Conditions, or of the agreement.
10.2. The Client accepts the use of electronic means of communication.
Article 11: Disputes
11.1. Only the courts of the judicial district of Antwerp are authorized to take note of the disputes between the parties.
11.2. Only Belgian law applies to possible legal claims between the parties.