General terms and conditions of sale

1.Scope of these general terms and conditions

“Service” means any pre-treatment, treatment (disposal and recovery) and sorting of waste and products, any sale of goods, equipment or materials, any provision of equipment and, in general, any service performed by ECOTEC S.à r.l. (ECOTEC) on behalf of the customer.

Unless otherwise agreed in writing, our services are governed exclusively by these general terms and conditions, to the exclusion of any general or specific terms and conditions of the customer. If ECOTEC has accepted different terms in writing, these general terms and conditions remain in force insofar as they are not contradictory. If the content of the offer contradicts certain conditions set out below, those conditions shall no longer apply. Under no circumstances shall our silence regarding departures from these general terms and conditions constitute acceptance.

2.Prices

Prices are exclusive of VAT. Prices are those stated in the offer and/or order. In any event, our prices are linked to the index of the sliding wage scale published by Statec of the Grand Duchy of Luxembourg.

ECOTEC may adapt or supplement its acceptance criteria regarding the composition or treatment conditions of waste at any time in the event of an official change in the obligations, standards or operating licences imposed by the authorities, whether this requires new treatment techniques or results from new developments rendering its existing acceptance criteria obsolete. ECOTEC will inform the customer of any such change in order to adapt the contractual terms, including prices, by mutual agreement. No such change may under any circumstances give rise to compensation payable by ECOTEC.

3.Delivery

The customer is responsible for transport to the unloading point specified by ECOTEC and bears all costs and liability for it. The customer, its carrier, any third party acting on its behalf and its employees enter ECOTEC's site at their own risk. ECOTEC accepts no liability for any injury to persons or damage to property occurring within the area of its activities.

The customer undertakes to organise transport to the unloading point in compliance with the laws and regulations applicable to the waste streams delivered and, on arrival at ECOTEC's site, to follow all of ECOTEC's instructions, an undertaking it also gives on behalf of its subcontractors, carriers and any other third party it engages. ECOTEC reserves the right to refuse access to the site if loads do not comply with legal requirements and waste acceptance criteria, or if its instructions are not followed.

Waste packaging must ensure safe transport in accordance with Luxembourg, European and international legislation and standards. Without the express and specific authorisation referred to in Article 6, the customer undertakes not to deliver waste such as hot ashes, explosives, radioactive materials, human and animal excrement, human body parts, animal parts or carcasses, or butchery meat waste.

The customer is liable for all damage caused by its carriers or agents on ECOTEC's site. Anyone entering ECOTEC's site must comply with its safety rules (speed limit, parking area, traffic direction, etc.).

Waste is weighed by ECOTEC on a weighbridge whose calibration is approved in accordance with legal metrology. Only the weighing carried out by ECOTEC is taken into account for invoicing.

Waste may only be delivered after an acceptance contract has been signed.

4.Acceptance

The customer must provide ECOTEC with a description of the waste covering its nature, composition and (estimated) quantity. It undertakes to provide any additional information on simple request from ECOTEC. The waste must comply with what was agreed in the acceptance contract. The customer acknowledges that it is aware of the regulations in force regarding the storage, treatment and disposal of waste and products and undertakes to comply with them. It shall bear the costs resulting from any failure to meet these undertakings and shall not place in the containers any waste other than the types for which they are intended.

Prices are set on the basis of the information (quantity, composition, type) provided by the customer, who guarantees to ECOTEC that the characteristics provided are accurate and complete. If it becomes apparent during storage or treatment that the waste does not match the description given, the customer shall indemnify ECOTEC against any resulting damage.

If non-compliant waste is delivered, ECOTEC may refuse it. The customer is responsible for removing it from the treatment centre. If it does not do so within 24 hours, ECOTEC reserves the right to have the unwanted products removed and taken to another treatment centre at the customer's expense. In the event of refusal, ECOTEC may be obliged to report it to the supervisory authority.

If questionable waste is delivered, ECOTEC may:

• reclassify or downgrade the waste according to its own characteristics where it can be checked without sample analysis, resulting respectively in a cost saving or an additional cost charged to the customer and reflected in the price,
• require representative samples to be taken and analysed by an approved body, the costs of which shall be borne by the customer, carrier, producer or holder of the waste.

In all cases, any direct or indirect costs arising from non-compliance or questionable waste shall be borne by the customer. The customer also accepts proof of non-compliance or questionable waste on the basis of photographs taken on ECOTEC's initiative.

5.Provision of equipment or containers

All equipment rented and made available to the customer remains the exclusive property of ECOTEC or its successors in title. It may not be sold or seized. The customer undertakes to specify precisely where the equipment is to be placed, in an area large enough to allow containers to be set down and collected easily, and to position the container so as to facilitate loading. The customer may not change the placement location without ECOTEC's written authorisation.

The customer undertakes not to deposit waste such as hot ashes, explosives, flammable, chemical, corrosive or toxic and/or radioactive materials, pharmaceuticals, hydrocarbons, used oils, greases, batteries, gas cylinders, human and animal excrement, human body parts, animal parts or carcasses, liquid waste, or butchery meat waste. It undertakes to keep the container and its surroundings perfectly clean, to load the container up to a volume equal to its capacity (level with the rim at most) without exceeding the permitted weight and evenly so as to prevent it tipping over, not to transfer, rent or sublet the equipment, not to have it moved or emptied by a municipal or inter-municipal service or another company without ECOTEC's written consent, and to use the equipment exclusively for the specified waste.

Unless expressly stated otherwise in writing, the equipment provided is deemed to be in good condition. The customer undertakes to keep it in good condition and to use it with due care. It must take all possible measures to protect the container and its contents against any handling by third parties or unauthorised persons, failing which it shall be fully liable for the harmful consequences. It is obliged to protect the container and its contents against fire and explosion. In the event of an incident, it must immediately notify the competent authorities, the fire brigade and ECOTEC, and is liable for any resulting damage. With prior notice, ECOTEC reserves the right to inspect the container at its placement location at any time.

If the equipment is placed on the public highway, the customer shall take, in full and under its sole responsibility, the necessary measures regarding regulations, permits and safety with the competent bodies (municipal administration, Ponts et Chaussées roads administration) concerning road traffic, third-party access to the equipment, theft, signage, lighting, damage to the road, etc., fully releasing ECOTEC, which cannot be held liable for any offence. The customer is liable for any damage to property or personal injury resulting from neglect of its signage and safety obligations.

The customer acknowledges that it is aware of the designated use of the equipment and undertakes to comply with it; this use is exclusive and the equipment may not be used or handled by a third party. The customer acknowledges that it is the custodian of the equipment delivered and is solely liable for any loss or damage, whatever the cause, even in the event of accident or force majeure, for the entire term of the contract. It shall notify ECOTEC of any loss or damage within 24 hours and pay the related invoice upon receipt. It is liable for any theft of or damage to the equipment, for any damage to property, personal injury or environmental damage caused to third parties, and for any costs resulting from overloading the containers by weight or volume. Even in the customer's absence, the container must remain accessible at the agreed times so that it can be collected. In the event of failure to comply with one or more obligations, all additional costs will be invoiced in accordance with the applicable rates, without prejudice to any rights and damages. ECOTEC may terminate the contract by registered letter in the event of unauthorised technical intervention by the customer on the rented equipment or if the equipment is made available to third parties.

6.Treatment of waste and products

ECOTEC treats the delivered waste that may lawfully be accepted, or has it treated by third parties. A treatment certificate is issued to the customer.

In view of ECOTEC's responsibility for complying with its obligations (legal or relating to the permits it holds) and for the safety of its facilities, the customer grants ECOTEC the right to take samples and have them analysed by an approved laboratory of its choice, in order to verify that the waste complies with the information in the acceptance contract, both when the waste is presented and once it has been accepted and unloaded.

If ECOTEC finds that waste supplied or unloaded does not match the information in the acceptance contract, the customer expressly agrees:

• that any costs incurred by ECOTEC or third parties for this reason shall be borne by the customer,
• that the waste shall be removed by the customer on simple request from ECOTEC, failing which ECOTEC shall have it removed by a carrier of its choice, with all financial consequences borne by the customer.

These costs include in particular:

• analysis costs, payable regardless of the result where the waste presented does not meet our acceptance criteria,
• removal and treatment costs, payable where the analysis shows that the waste is non-compliant or hazardous and ECOTEC must have it removed of its own accord.

7.Hazardous waste

The delivery of hazardous waste is subject to specific operating and performance conditions, set out and explained to the customer on site and in the acceptance contract. If the packaging of hazardous waste and products is not carried out by ECOTEC, the customer must ensure that the packaging is closed, leak-proof and offers every safety guarantee, so that ECOTEC can handle and transport it without risk, in accordance with Luxembourg, European and international legislation.

Hazardous waste within the meaning of this article means, as defined in Article 4 (2) of the Law of 21 March 2012 on waste management, any waste displaying one or more of the 15 hazardous properties (HP1 to HP15) listed in the Grand-Ducal Regulation of 24/03/2015 replacing Annex V of the amended Law of 21 March 2012.

8.Non-hazardous waste: retention of title and transfer of risk

Title to any equipment, materials or goods sold passes only upon payment of the price in full.

The customer (original producer) remains responsible for the risks relating to the waste and products until their final treatment. However, if the nature of the waste and products has been altered by an intermediate treatment operation (R12 or D13) such as sorting, shredding, dismantling, packaging or consolidation, the risk transfers to ECOTEC (new producer).

9.Payments

Unless expressly agreed otherwise in writing, ECOTEC's invoices are payable within 30 days of the date of issue, net and without discount. Any invoice not disputed within 5 working days of its issue is deemed accepted by the customer.

Any late payment automatically entails, without notice or formal demand, the payment of late-payment interest at the statutory rate from the deadline set by Articles 3 and 12 of the Law of 18 April 2004 on payment periods and late-payment interest. In the event of late payment, contractual compensation for additional costs is due, set at a fixed and non-reducible rate of 10% of the invoice amount with a minimum of EUR 10, without prejudice to the aforementioned interest.

Failure to pay by the due date entitles ECOTEC to suspend its services and temporarily block the customer's account. Any partial payment is allocated first to interest and any balance to the principal. If the delay continues 5 days after a formal demand has been sent, ECOTEC may stop performing the services, with the customer being at fault. In the event of late payment or doubt as to the customer's solvency, ECOTEC reserves the right to demand immediate payment of all invoices due; in this case, further services will be provided only against advance payment, without this decision depriving ECOTEC of its rights to recover its debt and claim damages.

10.Subcontracting

ECOTEC reserves the right to subcontract all or part of the services.

11.Liability and warranty

Complaints and claims must, on pain of inadmissibility, be submitted to ECOTEC within 5 working days of the performance of the agreed work, of the event giving rise to the complaint, or of the date on which the customer became aware of that event. They must be sent in writing directly to our offices; verbal complaints and claims made to our staff cannot be accepted.

ECOTEC shall be liable only for direct damage it has caused and under no circumstances for indirect damage such as operating losses, financial costs or loss of profits.

The customer shall hold ECOTEC harmless and indemnify it against any damage and claims from any person, including the customer's employees, who has suffered harm in connection with the performance of the services, except in the event of gross negligence by ECOTEC causally related to that harm.

12.Processing of personal data

The information and personal data provided by the customer or ECOTEC will be used in strict compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data. The information collected is intended to enable pre-contractual or contractual measures to be carried out. Each party has a right of access to the data concerning it and a right of rectification.

13.Applicable law and jurisdiction

For the performance of the services governed by these general terms and conditions, the parties elect domicile in Luxembourg. The contractual relationship between ECOTEC and the customer is governed exclusively by Luxembourg law. All claims and any existing or future disputes arising from the services governed by these general terms and conditions between ECOTEC and the customer are subject to the exclusive jurisdiction of the courts of Luxembourg City, it being understood that ECOTEC may bring legal proceedings against the customer before any other competent court.