Warunki handlowe
Terms and conditions of trade
Valid as per 2nd November 2023
Except explicitly agreed otherwise, trading with Combineering are governed by the following conditions.
Definitions
Combineering: Can be either of Combineering A/S, Combineering Materials ApS, Combineering Materials GmbH, Combineering UK Ltd. or another company in the Combineering Group depending on the legal entity of agreement.
Customer: The legal entity that enters into a contract with Combineering to supply a Product or Service to, or receive a Product or Service from Combineering.
Product: Wastes, residues, by-Products and goods traded or handled by Combineering.
Receiver: The Customer who buys a Product or who accepts payment to receive a Product.
Supplier: The Customer who sells a Product or who pays for supplying a Product. By way of example the Supplier may be the actual manufacturer of the Product, a collecting company or a broker.
Parties: Combineering and the Customer
Declaration: Documents containing information about the contents of the Product in question.
Validity
These terms and conditions are applicable to any transaction between the Parties. The conditions can only be waived by written agreement between the Parties. Where a written agreement has been concluded between the Parties, the terms and conditions shall further apply to areas not specifically addressed in the written agreement. The terms of the written agreement between both Parties shall extend beyond the areas specified in the agreement
Weight/quantity
Generally, settlement takes place on the basis of a certified weight scale. In the case aqueous Products with a density of close to 1.0 (g/cm3) Combineering may avail of meter readings to establish an accurate settlement. Should meter or scale readings have been recorded at a number of locations the reading from the premises of the Receiver will normally be used.
Prices
Generally, Product or treatment prices will correspond with those listed in the written agreement. In the event Products are absent from written agreement then current Combineering rates for such Products will apply. In addition, Combineering may charge an extra fee to compensate for any possible costs of settlement whereby the Product deviates from the declaration provided by the Supplier.
Generally, transportation costs will correspond with those listed in the written agreement. In the event that transportation costs are not listed or included in Product or treatment price then current Combineering transport rates will apply. Where applicable, additional fuel fees may be incurred on transport prices. In the case where deliveries are not completed due to circumstances at the Customer site then the consumer is responsible for payment of all haulage costs.
All prices are generally exclusive of VAT, charges and duties to public authorities. Subject to price changes due to conditions outside of Combineerings control.
Payment
Invoices or credit notes sent to Combineering must be via GLN/EAN 579 000 229 5621 or sent to invoice@combineering.dk. Standard terms of Payments from Combineering is minimum 30 days post date of invoice.
Standard terms of Payments to Combineering is 14 days post date of invoice. Payments made beyond the due date can be subject to an additional fee. Further to this Combineering will seek to ensure the payment of outstanding interests (2% per month commenced), details of which are stipulated in Section 5.0 of the Danish Interest Act (Based on EU directive 2011/7/EU).
In general, Combineering will send invoices to Customers by e-mail or via GLN/EAN.
Documentation for solvency
In the event of Customer solvency, Combineering reserves the right to carry out their own internal assessment of solvency arrangements. Should such an assessment give rise to concerns with regards Customer creditworthiness, Combineering may request a payment guarantee or prepayment before delivery commences.
Prohibition against resale
Products supplied by or facilitated through Combineering may be subject to specific restrictions relating to general EU waste legislation and specific permits. For this reason, the resale of Products is not permitted without prior written consent from Combineering.
Retention of title and offset
Title to supplied Products shall remain vested in Combineering until Combineering has received full and final payment. Combineering has the right to collect any Product that is not paid in due time.
Combineering may without prior notice deduct any overdue or not overdue receivables from the Customer in any credit position the Customer has or may obtain from Combineering or associated companies.
If Combineering has a liability for the Customer’s payments to third parties, Combineering may of any receivable, the Customer has with Combineering, withhold an amount equal to the estimated liability for future offset.
Declarations and information
The Supplier shall provide accurate and complete information about the Product.
The Supplier is responsible for ensuring that all relevant information regarding their Product is accurate and that the Product is correctly sorted, packed and labelled. All such information must be in compliance with the applicable waste management regulations, including but not confined to the ADR Convention. The Supplier’s responsibility for accurate and complete information also applies, where Combineering has assisted in filling out the declaration.
The Supplier shall be responsible for damage caused by the composition of the Product being different from the written declaration, including damage to treatment plants resulting from the Product containing foreign matter not stated in the Declaration.
Pick up and delivery
If agreed by both Parties, Product transportation can be carried out using a Combineering contractor. Such logistics arrangements will be organised by Combineering. The Supplier is responsible for ensuring that the Product is suitably prepared for transportation, this includes supply of completed transportation documents. Failure to prepare the Product which consequently hinders transportation may incur an additional fee. In the absence of correct documentation and labelling or if transport regulation cannot be met Combineering carriers have the right to refuse transportation.
If the Seller arranges transport of Product directly to the Receiver, the Supplier shall be responsible for applicable regulations in connection with transport and for the carrier having taken out appropriate insurance. The responsibility for the Product passes to Receiver according to agreed Incoterms. Delivery of the Product shall always be subject to prior agreement with Combineering.
If the Receiver arranges Product transport the receiver shall be responsible for ensuring all applicable legislative requirements are fulfilled, with regards transport and appropriate carrier insurance. Responsibility for Product passes to the Receiver according to agreed Incoterms. Product collections shall always be subject to prior agreement with Combineering.
Delays
Combineering and associated carriers endeavour to collect and deliver Product at the agreed time allowing unforeseen disruptions, such as traffic or other client circumstances. If the Customer is causing a delay Combineering may charge a fee for the carriers waiting time.
Complaints and deficiencies
Upon arrival of Product to site the Receiver shall carry out the necessary quality checks and ensure that Product meets the agreed quality. Receivers who wish to raise concerns over Product quality should do so immediately. When complaining, the nature and extent of the deficiencies must be specified. Receivers who fail comply with these arrangements will forfeit their right to complain.
Combineering may return Products which are not in accordance with the agreed declaration. All associated expenses associated with returns shall be covered by the Supplier in these instances. Suppliers of such Products shall be notified in advance of any Product returns. Combineering shall be granted sufficient time to receive and process complaints before making a claim against the Supplier.
Disclaimer
Combineering is only liable for direct losses if covered by Combineerings insurance. Combineering disclaims liability for any indirect, consequential or non-consequential economic loss, including financial losses, operating loss, costs of transportation, loss of profits, losses caused by late or non-delivery or late or no collection, damage caused by derived deficiencies in the Receivers Products, in which the delivered Product is included, as well as loss of goodwill, image etc. or any other kind of indirect loss. Liability for personal injury follows applicable regulations.
Product Liability
Indirect losses shall not be indemnified. If claims are made against Combineering due to Product liability to third Parties, that Product liability can be advanced in full by Combineering to the Supplier, the responsibility of whom shall be established on the same basis and same conditions as Combineering. In such cases the Supplier shall be obliged to indemnify Combineering completely from claims by third Parties. The Supplier shall commit to being (co-)summoned to the court or court of arbitration hearing the claim. The Supplier is liable for all claims and costs incurred by the product or Suppliers actions in connection to cross-border transport of waste no matter which Party acts as official guarantor to the authorities.
Consultant liability
Combineering is not a consultant company and has no consultant liability insurance. Any advice and guidance given by Combineering shall be considered as a guideline only, therefore, Combineering cannot assume liability.
Services
Where Combineering mediates an agreement between Supplier and Receiver and handles daily administration Combineering cannot assume ownership or accept responsibility for the Product in such circumstances.
Confidentiality
Each Party shall only use confidential information (any information which is expectedly given in confidence) for the common benefit of the Parties and are not permitted to give such information to any third party without prior written accept from the other party unless if required by law. This obligation shall continue after contract termination.
Non-circumvention
Unless Combineering has given its prior written permission, the Customer must, during the term of supply and for a period of 36 months afterwards, refrain from circumventing Combineering by directly or indirectly delivering/receiving products to or otherwise entering into business and/or contracts with those of Combineerings customers and/or partners who have supplied/received Products to/from the Customer through Combineering. This prohibition includes all products that are wholly or partly identical with the products received from or supplied to the Customer. The prohibition applies to both direct and indirect circumvention, for instance through sister companies, subsidiaries, branches or agents.
Business secrets
Unless Combineering has given its prior written permission, the Customer may not, during the term of the agreement and for a period of 36 months afterwards, whether directly or indirectly, use and/or disclose the knowledge of and insight into Combineerings customers, products/services, market, business ideas etc. that the Supplier has learned and gained an insight into.
Penalty
Any breach of the provisions on confidentiality, non-circumventing and/or using business secrets will result in a duty to pay an agreed penalty of DKK 100,000 to Combineering for each breach. Combineering may instead demand compensation for the loss suffered on account of the prohibited activities.
Business Ethics
The Customer is responsible for maintaining good practice business ethics and must as a minimum act within the guideline from Combineering on “Business Ethics”.
Force Majeure
Combineering cannot be held responsible for non-compliance due to force majeure, including any hindrance that Combineering has no direct influence nor control over. This includes, but is not limited to, amendments or changes to legislation, governmental restrictions, war, fire, earthquake, strike, lockout, epidemic and pandemic even if broken out at time of entering into this Agreement, break-down, lack of transportation, transportation delay, weather conditions or general shortage of goods. In the case that such circumstance occurs, Combineering will as soon as possible inform the Customer.
Anti-bribery
The Customer shall, and it shall procure that persons associated with it shall:
(a) comply with the ‘UK Bribery Act 2010’, the ‘US Foreign Corrupt Practices Act 1977’ (including later revisions hereof) as well as any other applicable law relating to anti-corruption; and
(b) not take or knowingly permit any action to be taken that would or might cause or lead Combineering to be in violation of any anti-corruption laws; and
(c) not bribe or attempt to bribe (which shall include any offer or form of payment, gift or other inducement, reward or advantage) Combineering or any of Combineering’s employees, agents, representatives, affiliates or persons acting on Combineering’s behalf.
Termination
In case of Customer’s gross neglect or material breach, Combineering may terminate the agreement with immediate effect and claim indemnification.
Disputes
Any dispute between the Customer and Combineering, arising from this Agreement and the present terms and conditions, including disputes concerning the existence or validity of the Agreement, shall be governed by Danish law and shall be settled by the local court of Copenhagen (Københavns Byret). CISG shall not apply. The Parties shall seek to resolve any dispute by means of negotiation to the widest extent possible.