General Terms & Conditions MAC²
MAC² : MAC² Solutions nv, MAC² Maritiem 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 Terms & 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 , whether or not forcibly.
Article 1 : General Provisions – Field of Application
1.1. These General Terms & 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 Terms & Conditions in case of extra-contractual agreements against her.
1.2. Variations of these General Terms & Conditions can only be recognized if these were confirmed 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 Terms & Conditions and having expressly renounced his own General Terms & Conditions even if these would be announced later than the present General Terms & Conditions.
1.5. Studies and documents which are delivered to the Client, remain to the full property of MAC².
1.6. Should these General Terms & Conditions be modified, the new text of the General Terms & 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 approved and binding if these were confirmed* by MAC² in writing or if the execution thereof has commenced. (*see also non-conformity I, article 3).
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 Terms & 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 this 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 Terms & 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 – Non-conformity
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. Client documents and samples – non-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.
e) Analysis results, if present.
3.2.2. Non-conformity of the Waste Material is defined as the occurrence in a waste stream of deviation from the provided documents/samples, or deviation from the stipulation in the non-conformity table in annex 1 of these General Terms & Conditions, or deviation from any special non-conformity specifications in the offer.
3.2.3. In case of non-conformity of the Waste Material, MAC² reserves itself the choice to cancel the Agreement and to refuse or 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 in case of non-conformity of the Waste Material.
3.2.4. Non-conformity of the Waste Material can also be detected after picking up or after unloading the Waste Material or after treatment of the Waste Material.
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) car tires, gas bottles, oil filters, carcasses, hazardous or toxic materials), hardened materials (such as (not limitative) fluid concrete or mortar), 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: Purchase-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 shall:
- a) be excused from performing all or part of its obligations under this Agreement;
- b) not be deemed to be in breach of any of its obligations under this Agreement; and
- c) not be liable for any breach of its obligations under this Agreement,
if and to the extent that MAC² is unable to perform or is prevented from performing its obligations under this Agreement by reason of an Event of Force Majeure, provided that MAC² gives prompt written notification of the Event of Force Majeure, and takes all reasonable steps to mitigate the effects thereof.
For the purpose of this Agreement, “Event of Force Majeure” means any event whatsoever beyond the reasonable control of MAC², foreseeable or unforeseeable, which prevents MAC² to perform in full or in part of its obligations under this Agreement, such as, but not limited to, acts of God, acts of public enemies, war (whether declared or undeclared), restraint of government(-)s, princes or peoples of any nation, riots, strikes or lock outs, insurrections, terrorist attacks, civil commotion, floods, fire, restrictions due to quarantines, epidemics pandemic and storms, interruption or increase of traffic, shortage of storage locations, no or reduced processing capacity.
6.2. In those circumstances, the Agreement will be legally suspended (possibly partially/proportionally, according to MAC²) for the duration of the aforementioned incidents without MAC² owing any damages. When the situation in question makes the execution of the Agreement permanently impossible or senseless, MAC² 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 time limits 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
7.1.1. 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 intent, fraude and deceit, except if otherwise provided for in these General Terms & Conditions or in the Agreement. MAC2 or its duly appointed is not liable for damage caused by slight and/or serious 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: Discharge procedure – sampling & analysis – non-conformity identification
10.1. The Waste Material is administratively cleared by MAC² based on the Client documents and samples.
10.2. Sampling at discharge.
10.2.1.Prior to each discharge of Waste Material, a double sample is taken identified by the intake number as stated on the disposal certificate.
10.2.2. Because certain substances cannot be analysed immediately, Client agrees that these samples are sufficient and binding and will serve in case of non-conformity as binding samples for further analysis by an independant lab,.
10.3. Prior to discharging into the treatment facility, the internal MAC² lab will conduct a limited analysis on sample no. 1 in order to determine possible non-conformity.
10.4. It is possible that during or after the treatment proces questions arise about potential non-conformity of the Waste Material. At that time, MAC² will conduct further analysis on sample no. 1. In case of non-conformity, MAC² will notify Client in reasonable time, and invite Client for a “contradictory analysis” (NL: tegensprekelijke analyse) of sample no. 2.
10.5. In case of non-conformity of the Waste Material, MAC ² reserves itself the choice to dissolve the Agreement and to refuse or 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 in case of non-conformity of the Waste Material.
Article 11: General
11.1. The possible nullity of one or more stipulations of these General Terms & Conditions does not result in the nullity of the other stipulations of these General Terms & Conditions, or of the agreement.
11.2. The Client accepts the use of electronic means of communication.
Article 11: Disputes
12.1. Only the courts of the judicial district of Antwerp are authorized to take note of the disputes between the parties.
12.2. Only Belgian law applies to possible legal claims between the parties.
Annex 1 : NON CONFORMITY TABLE
Following waste materials offered to MAC² will be considered non-conform by MAC²:
- Very poisonous waste , characterized by the codes H300, H310, H320 and any combination hereof
- Methylactrylate, ethylacrylate and propylacrylate
- All mercaptanes / thioles
- Products that have nausic odours
- Soaps and foamgeberators (an– kat- and non-ionic detergents)
- Perfluortensides, PFT’s
- Sediments with pH < 4
- Sediments with flame point < 55°C
- Sediments in a stable suspension
- Slops with resins, latexes or waxes
- PCB’s, PCT’s, high amounts of PAK’s and/or dioxines
- Non-pumpable at ambient temperature ( < 700 cSt )
- Containing impurities such as wood, plastics, etc…
- Products containing active chlorides (bleach, javel, etc…)
- Crude oil
Waste materials offered to MAC² will be considered non-conform by MAC². if concentrations of one or more of the substances below exceed the maximum concentration value from the table:
|Nitraat als N||1||mg/l|
|Nitriet als N||2||mg/l|
|CCl4 extraheerbare apolaire stoffen||50||mg/l|
|EOX – organohalogenen (som)||800||µg/l|
|AOX – organohalogenen (som)||2000||µg/l|
|1,2,3 trichloorbenzeen (TCB)||1,6||µg/l|
|Som 1,2 dichlooretheen||100||µg/l|
|Cis + trans 1,2 dichlooretheen||40||µg/l|