Purchase terms
AUNEGY – General Terms and Conditions of Purchase (Template)
Purchaser: AUNEGY, SASU with share capital of €100,000, RCS Lille Métropole, 12 rue de Cannes, 59000 Lille, France.
1. Purpose – Scope – Precedence
These General Terms and Conditions of Purchase (“GTP” or “GTC of Purchase”) govern, without limitation, all purchases of waste, recyclable materials, products and by‑products, as well as services of collection, transport, sorting, conditioning, weighing, storage, recovery or treatment made by AUNEGY (the “Buyer”) from any professional supplier (the “Supplier”). They prevail over any Supplier terms unless expressly agreed otherwise in writing by the Buyer. Acceptance of an order entails full and unconditional acceptance of these GTP.
2. Definitions – “Waste / Product” status
2.1 Waste: any substance or object which the holder discards or intends/is required to discard (Directive 2008/98/EC; French Environmental Code L.541‑1 et seq.).
2.2 Recyclable materials: waste/by‑products meeting agreed specifications and destined for recovery as secondary raw materials (where applicable after end‑of‑waste).
2.3 Product: merchandise not qualifying as waste and sold as a product (e.g., granules, regrinds, bales compliant with EN/ISRI).
2.4 Services: collection, transport, sorting, conditioning, weighing, storage, recovery, treatment and related services.
Note: the status (waste/product) drives regulatory obligations (TrackDéchets, ADR, cross‑border docs, TGAP, etc.).
3. Orders – Formation – Document hierarchy
3.1 No supply is due without a written purchase order issued by the Buyer. Acceptance of an order constitutes a firm and final commitment by the Supplier.
3.2 Hierarchy: these GTP > purchase order > specific agreement > offer > delivery notes/invoices. Any conflicting Supplier clause shall be deemed null unless expressly accepted in writing by the Buyer.
3.3 Changes: any change (price, deadlines, specifications) must be accepted in writing by the Buyer.
4. Incoterms® – Delivery – Transfer of title and risk
4.1 Unless otherwise agreed, the default Incoterm is DDP AUNEGY site (Incoterms® 2020).
4.2 Title and risk pass to the Buyer only after receipt and acceptance of conformity by the Buyer (including weighbridge and checks). Any Supplier retention‑of‑title clause is expressly waived and unenforceable against the Buyer.
4.3 Deadlines are of the essence; in case of delay the Buyer may apply penalties (see §9.5), source from a third party at the Supplier’s expense and/or terminate the order.
5. Specifications – Conformity – Controls – Samples
5.1 Delivered streams must strictly meet purchase specifications (status, EWC where applicable, nature, impurities, moisture, absence of prohibited substances, conditioning, ADR).
5.2 Weighing & controls: weights ascertained on the Buyer’s or receiver’s certified weighbridge, and visual/lab checks, are conclusive. In case of dispute, a counter‑measurement at a third‑party certified weighbridge shall be performed; the result is binding, with costs borne by the losing Party.
5.3 Samples: the Buyer may take delivery samples and keep them for 14 days for counter‑analysis. The Supplier shall cooperate with any quality investigation.
6. Non‑conformity – Rejection – Downgrading – Price revision
6.1 In case of non‑conformity (quality, humidity, mixing, radioactivity, ADR, documents), the Buyer may, at its option: (i) reject all or part at the Supplier’s risk and expense; (ii) downgrade and re‑price proportionally to actual quality; (iii) have sorting/treatment performed at the Supplier’s expense; (iv) require replacement within a set deadline.
6.2 All induced costs (reloading, waiting, handling, analyses, certificates, return transport, alternative outlet) are borne by the Supplier.
6.3 Missing or non‑compliant documents (delivery notes, consignment notes, TrackDéchets, ADR, certificates) entitle the Buyer to block receipt and suspend payments until regularisation.
7. Prices – Firmness – Costs – Ban on unapproved surcharges
7.1 Prices are firm and final, exclusive of taxes, and include all costs up to conforming delivery (packaging, loading, transport, insurance, duties/customs, authority fees, certificates, etc.).
7.2 No additional cost will be accepted without the Buyer’s prior written approval.
7.3 Price revisions are enforceable only if expressly stipulated in the purchase order.
8. Invoicing – Payment – Set‑off – Withholdings
8.1 Each invoice must mention the AUNEGY PO number, stream description, net quantities, place/date of delivery, Incoterm and required supporting documents.
8.2 Payment: 30 days from receipt of a compliant invoice, subject to accepted delivery. Any non‑conformity suspends payment periods.
8.3 Set‑off: the Buyer may set off any amount owed to the Supplier against amounts owed by the Supplier to the Buyer.
8.4 Withholdings: the Buyer may retain payment of disputed items until settlement of the dispute.
9. Deadlines – Penalties – Default – Termination
9.1 Time is of the essence. Any delay gives rise, without prior formal notice, to liquidated damages (e.g., 0.5% of net order value per day late, capped at 10%), without prejudice to additional damages.
9.2 In the event of default, the Buyer may source from a third party at the Supplier’s expense and terminate the order forthwith.
9.3 No limitation of liability of the Supplier shall be enforceable against the Buyer for damages caused by the Supplier (or its subcontractors).
9.4 Title warranty: the Supplier warrants good and marketable title free from any security interest, lien or retention of title.
9.5 Penalties, where applicable, are set‑offable against amounts due to the Supplier.
10. Liability – Insurance – Indemnification
10.1 The Supplier is liable for all direct and indirect damage arising from any breach of its obligations (conformity, safety, documents, deadlines).
10.2 Insurance: the Supplier maintains professional liability insurance covering material damage and consequential loss, and shall provide evidence upon request.
10.3 Indemnification: the Supplier shall defend, hold harmless and indemnify the Buyer from any claim, fine or cost resulting from its breaches (including authorities, third parties, carriers).
11. Regulatory compliance – Traceability – TrackDéchets – ADR
11.1 The Supplier complies with all applicable obligations (source separation, EWC, FIPAD/SDS, TrackDéchets, ADR, cross‑border docs, certificates).
11.2 Collection notes, weighbridge tickets and dematerialised data constitute evidence; the Buyer may require characterisation reports and conduct desktop audits.
12. Packaging – Safety – Transport
12.1 The Supplier ensures proper conditioning and securing, and regulatory labelling. Any non‑compliance in loading/securing is borne by the Supplier.
12.2 The Supplier ensures that carriers/drivers hold required permits/equipment (ADR, PPE, site procedures).
13. Subcontracting – Assignment – Change of control
13.1 Any subcontracting requires the Buyer’s prior written consent; the Supplier remains fully liable for its subcontractors.
13.2 The Supplier may not assign the contract without the Buyer’s written consent. Any change of control must be notified without delay.
14. Confidentiality – Ethics – Anti‑corruption – Conflicts of interest
Information exchanged is confidential. The Parties comply with the French Sapin II law and refrain from any improper advantage. In case of serious suspicion, the Buyer may suspend performance; in case of proven breach, termination without indemnity.
15. Personal data (GDPR)
Each Party acts as controller for its own contractual management purposes. GDPR rights via usual contacts; complaint may be lodged with the CNIL.
16. Force majeure
Events beyond the Parties’ control (exceptional weather, strikes, fire, flood, authority decisions, outlet shutdown) suspend obligations; after 30 days without solution, termination without indemnity is possible.
17. Governing law – Jurisdiction – CISG exclusion
French law exclusively. Exclusive jurisdiction: Commercial Court of Lille (France). The 1980 Vienna Convention (CISG) is excluded.
18. Final provisions
Partial nullity without effect on the remainder (replacement clause); no implied waiver; survival of provisions relating to title, liability, indemnification, payment, evidence and jurisdiction.