AUNEGY - GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP)
COLLECTION / TRANSPORT / PROCESSING / RECOVERY OF PRODUCTS
ARTICLE 1. Purpose – Scope – Precedence
These General Terms and Conditions of Purchase are established by and for the benefit of AUNEGY, a simplified single-shareholder joint-stock company (SASU) with share capital of EUR 100,000, registered with the Lille Métropole Trade and Companies Register, having its registered office at 12 rue de Cannes, 59000 Lille, France, under number 879 873 628.
These General Terms and Conditions of Purchase (the “GTCP”) govern, without reservation, any order of products, recyclable materials and waste, as well as any services involving trading, brokerage, logistics, collection, sorting, conditioning, packaging, storage, recovery, and any provision / rental / sale of equipment related to such flows (hereinafter the “Services”), concluded by AUNEGY (the “Buyer”) with a professional (the “Supplier”).
They prevail over any document issued by the Supplier, in particular the Supplier’s General Terms and Conditions of Sale, unless expressly waived in writing and signed by the Buyer. The order constitutes full acceptance of these GTCP. The Supplier and the Buyer may hereinafter be jointly referred to as the “Parties”.
These GTCP are communicated to all AUNEGY Suppliers and are available at any time at the following link: aunegy.com/en-us/purchase-terms
ARTICLE 2. Definitions
The distinction between waste and product is essential, as it notably determines the applicable obligations (FIPAD/security deposit, TrackDéchets, ADR, cross-border annexes, TGAP, etc.).
2.1 Waste: any substance or object which the holder discards or intends or is required to discard (Directive 2008/98/EC; Environmental Code L.541-1 et seq.). A distinction must be made between industrial waste, including residual waste after sorting at source, packaging waste and other recoverable waste, inert waste, hazardous industrial waste (DID), biowaste, and non-hazardous biodegradable waste from food, kitchen, or garden sources.
2.2 Recyclable Material: waste or by-product capable of being reprocessed in order to produce a reusable material, substance, or product, in accordance with an existing recycling stream within the meaning of Article L.541-1-1 of the Environmental Code.
2.3 Product: goods not falling within the legal definition of waste under Article 2.1 of the GTCP (e.g. materials derived from a production process, pellets, regrinds, EN/ISRI-compliant bales; non-exhaustive list).
2.4 Equipment: containers, compactors, bins, equipment, PPE, etc.
ARTICLE 3. Orders – Formation – Contractual Hierarchy
3.1 Purchases shall systematically be formalized by means of an order in the form of a purchase order or a quotation accepted by the Buyer, to which these GTCP shall be annexed and which shall prevail over any Supplier General Terms and Conditions of Sale or specific conditions. Email exchanges relating to purchases may also be considered as an order and shall be confirmed as such provided that AUNEGY explicitly confirms this qualification in writing.
Acceptance of the order by the Supplier constitutes a firm and final commitment under these GTCP.
3.2 Hierarchy of contractual documents: GTCP > Order > Specific Contract > Offer > Delivery Notes / Invoices. Any conflicting Supplier clause shall be deemed unwritten unless expressly accepted by the Buyer.
3.3 Amendments: any amendment (price, deadlines, specifications) and any additional service must be approved in writing by the Buyer. Failing this, such amendments shall not be enforceable against the Buyer, and no claim may be made against the Buyer on such basis.
3.4 Mandatory Prior Information: the Supplier must request from the Buyer, prior to issuing the commercial offer or performing the Services, any document or information necessary both for price determination and for performance of the Services or sale. Failing this, the Supplier may not subsequently invoke such grounds to suspend or refuse performance, or to issue supplementary invoices.
ARTICLE 4. Incoterms® – Delivery – Transfer of Title and Risk
4.1 The Incoterms® 2020 specified in the order shall apply; risks shall transfer in accordance with the applicable Incoterm.
4.2 Title and risks shall only transfer to the Buyer upon physical receipt and acceptance of compliance by the Buyer (including weighing results and inspections). Any retention of title clause invoked by the Supplier shall be unenforceable against the Buyer, these GTCP prevailing.
4.3 Deadlines: deadlines are binding; any delay must be notified without delay by the Supplier. In the event of delay, the Buyer may apply penalties (see Article 9.5), procure from third parties at the Supplier’s expense and/or terminate the order without any compensation being due to the Supplier.
ARTICLE 5. Specifications – Compliance – Inspections – Samples
5.1 Delivered flows must strictly comply with the order specifications and/or agreed characteristics and definitions (where applicable: status, EWC/CED code, nature, impurities, moisture, absence of prohibited substances, packaging, ADR compliance).
5.2 Weighing & Inspections: weights recorded on certified weighbridges operated by the Buyer or the receiving site, or by an external service provider, as well as visual inspections and analyses, shall be binding.
5.3 Samples: the Buyer may take samples upon delivery and retain them for fourteen (14) days for counter-analysis. Where samples are taken, the Buyer shall inform the Supplier without delay so that the Supplier may conduct contradictory sampling and analyses. The Supplier shall cooperate with any quality investigation and provide without delay, upon simple request by the Buyer, all documents necessary to demonstrate the quality of the Services or of the products / waste / materials supplied.
ARTICLE 6. Non-Compliance – Rejection – Downgrading – Price Revision
6.1 In the event of non-compliance (quality, moisture, mixing, presence of unauthorized materials and/or presence of materials other than those defined within the scope of the purchase, radioactivity, ADR issues, documentation defects, etc. – non-exhaustive list), the Buyer may, at its discretion:
(i) reject all or part of the goods, at the Supplier’s expense and risk;
(ii) downgrade the goods and revise the price proportionally to the actual quality;
(iii) carry out sorting or reprocessing at the Supplier’s expense;
(iv) require replacement within a specified time.
The Buyer shall notify the Supplier without delay.
6.2 All resulting costs (reloading, waiting time, handling, analyses, certificates, return transport, alternative disposal) shall be borne by the Supplier.
6.3 Any missing or non-compliant documentation (delivery notes, forms, TrackDéchets, ADR documents, certificates) to be provided by the Supplier authorizes the Buyer to block receipt and suspend payments until regularization.
ARTICLE 7. Prices – Firmness – Costs – Prohibition of Unauthorized Surcharges
7.1 Prices are firm and final, excluding taxes.
7.2 Where applicable, and unless otherwise stipulated, all additional costs related to the processing or handling of the goods shall be re-invoiced, including but not limited to: duties/fees, administrative charges, customs, shipping lines, demurrage, detention, storage, controls (including customs controls, etc.), certificates, inspections, documentation, correspondence, terminal handling charges, security and environmental surcharges, transport costs, container costs, weighing and processing costs, without this list being exhaustive.
The Supplier undertakes to settle such costs immediately upon invoicing or notification by the Buyer.
7.3 Indexation / Revision: in the event of regulatory or fiscal changes, fuel/tolls variations, exchange rate fluctuations, raw material markets or substantial economic conditions, prices may be adjusted solely on objective criteria and subject to the Buyer’s approval, which may lead to renegotiation. Failing agreement within thirty (30) days, the sales/Services may be suspended in whole or in part (see Article 17).
7.4 Price revisions shall not be enforceable against the Buyer unless resulting from a specific condition expressly stipulated in the Supplier’s commercial offer.
ARTICLE 8. Invoicing – Payment – Set-Off – Withholdings
8.1 Invoicing: each invoice shall include, where applicable, the Buyer’s order number, description of flows, net quantities, place and date of receipt, Incoterm, and required supporting documentation. Failing this, any non-compliant invoice shall not be eligible for payment.
8.2 Unless otherwise expressly stated by the Buyer, payment terms are sixty (60) days from receipt of a compliant invoice, subject to acceptance of the goods. Any non-compliance shall suspend invoice enforceability and shall not be considered as late payment attributable to the Buyer.
8.3 Set-Off: the Buyer may offset any sums due to the Supplier against sums owed by the Supplier, without prior authorization. The Buyer undertakes to provide a detailed statement of such set-off.
8.4 Withholdings: the Buyer may withhold payment of disputed invoices until resolution of the dispute, invoking the principle of non-performance.
8.5 Any penalty clause shall be deemed unwritten and unenforceable against the Buyer, as shall any fees invoiced by the Supplier, notably in connection with alleged late payment. Late payment interest, where applicable, shall be calculated solely on the basis of the French statutory legal rate of the Banque de France, without any possibility of increase.
ARTICLE 9. Deadlines – Penalties – Breach – Termination
9.1 Delivery and performance deadlines constitute essential contractual conditions (conditions sine qua non). The Supplier may not deviate therefrom. Any delay entitles the Buyer, without prior formal notice, to fixed penalties (0.5% of the value excluding taxes per day of delay, capped at 10% of the order price), without prejudice to additional damages.
9.2 In the event of default, the Buyer may procure from third parties at the Supplier’s expense and terminate the order as of right, following formal notice by registered letter with acknowledgment of receipt (LRAR) requiring performance within a timeframe consistent with the Buyer’s operational constraints.
9.3 The Supplier shall indemnify the Buyer for damages caused by the Supplier or its subcontractors, whether direct or indirect. Any conflicting clause in the Supplier’s General Terms and Conditions of Sale shall be unenforceable against the Buyer.
9.4 Warranty against eviction: the Supplier guarantees unencumbered ownership, free from any third-party rights (pledge, security, retention of title, seizure).
ARTICLE 10. Liability – Insurance – Indemnification
10.1 The Supplier shall be liable for any direct or indirect damage resulting from a breach of its obligations (compliance, safety, documentation, deadlines), without being entitled to invoke any claim against the Buyer.
10.2 Insurance: the Supplier acknowledges having taken out professional liability insurance covering material damage and consequential immaterial damage, and declares being up to date with its premiums. The Supplier acknowledges its obligation to provide proof thereof upon first request by the Buyer.
10.3 Indemnification: the Supplier shall hold harmless and indemnify the Buyer against any claim, penalty, or cost arising from the Supplier’s breaches (including those involving authorities, third parties, carriers), without being entitled to invoke any limitation of liability clause contained in its own General Terms and Conditions of Sale.
10.4 The Supplier shall remain liable for its waste until lawful recovery or disposal. The Supplier guarantees compliance of flows and regulatory labeling.
ARTICLE 11. Regulatory Compliance – Traceability – TrackDéchets – ADR
11.1 The Supplier acknowledges compliance with all applicable regulatory obligations (where applicable: sorting at source, EWC/CED classification, FIPAD/SDS, TrackDéchets, ADR, cross-border documentation, certificates, etc.). The Supplier shall solely bear all financial, legal, and regulatory consequences arising therefrom and shall hold the Buyer harmless against any related action.
11.2 Collection documents, weighing tickets, and electronic records shall constitute valid evidence. The Buyer may require characterization reports and conduct documentary audits. The Supplier shall be notified within a reasonable timeframe and shall comply without difficulty. Failing this, the Buyer may terminate the contract immediately at the Supplier’s expense and/or claim compensation for any resulting damage.
ARTICLE 12. Packaging – Safety – Loading and Transport
12.1 Loading operations performed with carriers shall remain at the Supplier’s expense and under the Supplier’s responsibility.
12.2 The Supplier guarantees packaging and securing compliant with standard industry practices as well as with applicable legal and regulatory safety requirements, including regulatory labeling. Any non-compliance in loading or securing, as well as all resulting consequences, shall be borne by the Supplier.
ARTICLE 13. Subcontracting – Assignment – Change of Control
13.1 Any subcontracting shall require the Buyer’s prior written approval. The Supplier shall remain fully liable for its subcontractors.
13.2 The Supplier may not assign the contract without the Buyer’s prior written consent. Any change shall be notified without delay.
ARTICLE 14. Confidentiality – Ethics – Anti-Corruption – Conflicts of Interest
Information exchanged between the Parties shall be confidential. The Parties undertake to comply with all regulations applicable to business ethics, including anti-corruption regulations (notably Sapin II Act), and shall refrain from granting or receiving any undue advantage. In the event of serious suspicion, the Buyer may suspend performance. In the event of a proven violation, the contract may be terminated without compensation, without engaging the Buyer’s liability.
ARTICLE 15. Personal Data (GDPR)
Personal data provided by the Supplier is necessary for the processing of the order. Such data may be communicated to the Buyer’s partners responsible for execution, processing, and management.
Personal data, in accordance with the GDPR, is collected and processed on the basis of the consent granted by the Supplier through acceptance of these GTCP. Accordingly, the Supplier expressly agrees that certain personal data, such as surnames, first names, addresses, etc., may be collected and processed for the purposes of performance of the sales contract.
The purpose of data collection may include performance of the sales contract, the preparation of documents required under applicable social, tax, and accounting regulations in force in France or internationally at the time of the transaction, or the establishment of a Supplier database for promotional operations.
Data shall be retained in accordance with the applicable statutory limitation periods and, where relevant, for the purposes of responding to administrative audits. Data subjects retain their rights of access, modification, deletion, and portability of their personal data and may withdraw their consent at any time.
To exercise such rights, the data subject must submit a written request to the following address: contact@aunegy.com
. A response shall be provided within one month, which may be extended by one additional month where necessary. In the event of dissatisfaction, complaints may be lodged with the CNIL via www.cnil.fr
The Supplier acknowledges being compliant with its own GDPR obligations.
ARTICLE 16. Force Majeure
In the event of an occurrence beyond the control of the Parties (frost, snow or exceptional rainfall, thaw restrictions, fire, flood, explosion, strikes, orders or restrictions imposed by authorities) preventing performance, the contract shall be suspended for the duration of the event, as from notification by email.
If no resolution is possible after one (1) month, either Party may terminate the contract without compensation.
ARTICLE 17. Term – Renewal – Termination
The duration of the Services shall be that specified in the order or contract. Renewal shall only be possible if expressly stipulated in the Supplier’s commercial offer, the Supplier’s General Terms and Conditions of Sale being unenforceable against the Buyer.
Failing this, the contract shall automatically terminate upon expiry.
ARTICLE 18. Governing Law – Jurisdiction – CISG Exclusion
French law shall apply exclusively.
In the event of dispute, and by mutual agreement between the Parties, exclusive jurisdiction is granted to the Commercial Court of Lille.
The CISG (Vienna Convention 1980) is expressly excluded.
ARTICLE 19. Final Provisions
19.1 Partial Invalidity: the invalidity of any clause shall not affect the validity of the remaining provisions. A valid clause of equivalent effect shall replace the invalid clause. No tacit waiver shall be inferred.
19.2 Survival: provisions relating to title, liability, indemnification, payment, evidence, and jurisdiction shall survive termination of the contract.
ARTICLE 20. Confidentiality
The Parties guarantee the confidentiality of all information exchanged under the present Contract and of which their employees may have become aware, whether of a commercial, organizational, or any other nature.
ARTICLE 21. Electronic Signature
The Parties agree that they may choose to use an electronic signature process for the execution of the contract.
In such case, each Party agrees that the signature of this contract by means of an electronic signature process shall be valid and binding upon the Parties to the same extent as a handwritten signature on paper, and shall have the same evidentiary value before the competent courts as a document signed by handwritten signature on paper.