AUNEGY - GENERAL TERMS AND CONDITIONS OF SALE (GTCS)
COLLECTION / TRANSPORT / PROCESSING / RECOVERY OF PRODUCTS
ARTICLE 1 – Purpose – Scope – Precedence
These General Terms and Conditions of Sale 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 Sale (the “GTCS”) govern, without reservation, any sale 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 “Seller”) with a professional (the “Client”).
They prevail over any document issued by the Client, including, in particular, the Client’s General Terms and Conditions of Purchase, unless expressly waived in writing and signed by the Seller. The order constitutes full acceptance of these GTCS. The Client and the Seller may hereinafter be jointly referred to as the “Parties”.
These GTCS are communicated to all AUNEGY Clients and are available at any time at the following link: aunegy.com/en-us/sales-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) (Article R541-7 of the Environmental Code), biowaste, and non-hazardous biodegradable waste from food, kitchen, or garden sources.
2.2 Recyclable Material: waste / by-products 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 GTCS (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. Formation of the Business Relationship and its Contractualization
3.1 Offers & Orders:
The commercial relationship between the Parties may be formalized, at AUNEGY’s discretion, in either of the following ways:
• A commercial offer issued by AUNEGY, valid for thirty (30) days from the date of issue. No request shall be processed without prior signature by the Client of any order constituted either by the commercial offer marked “approved”, a purchase order, or a signed contract.
• Exchanges by electronic correspondence resulting in an order, which must be clearly identified as such by the Client and accepted as such by AUNEGY.
The signatories of such documents shall be deemed to have full authority to bind the Client.
3.2 Mandatory Prior Information:
The Client shall provide, prior to performance of the Services, any information requested and/or necessary for proper performance, including where applicable: EWC/CED code, FIPAD/SDS, nature, impurity/moisture rates, photographs, analyses, ADR classification, without this list being exhaustive.
Failing this, the Seller may suspend or refuse performance without liability and may invoice, where necessary, all actions already undertaken.
ARTICLE 4. Delivery – Incoterms® 2020 – Transfer of Risk
4.1 The Incoterms® 2020 applicable to the order, which the Client acknowledges being aware of, shall apply. These international rules governing the allocation of costs, risks, and logistical obligations between the Seller and the Client shall govern.
4.2 Deadlines: Delivery / collection deadlines are indicative only. The Seller undertakes to perform the Services within the best possible timeframe. No claim for delay may give rise to compensation, and no indirect damages shall be recoverable (loss of business, loss of profit, penalties).
ARTICLE 5. Prices – Taxes – Additional Costs – Indexation
5.1 Prices are exclusive of taxes unless otherwise stated.
5.2 Additional Costs: The following may be re-invoiced, where applicable and unless otherwise stipulated: TGAP, eco-contributions, duties/fees, administrative charges, customs, shipping lines, demurrage, detention, storage, inspections, certificates, documentation, correspondence, terminal handling charges, security and environmental surcharges, transport costs, container costs, weighing and processing costs, without this list being exhaustive.
The Client undertakes to settle such costs immediately upon invoicing or notification.
ARTICLE 6. Invoicing – Payment – Requested Guarantees
6.1 Payment Terms: Unless otherwise expressly stipulated by the Seller, payment is due within thirty (30) days from the invoice date.
Invoices are issued electronically. Payment shall be made exclusively by bank transfer using the Seller’s bank details indicated on the invoice.
No discount or set-off shall be accepted unless expressly agreed in writing by the Seller.
6.2 Late Payment: In the event of late payment, without the need for prior notice, and as from the 30th day following the due date: Amounts due shall bear interest at the statutory legal rate increased by ten (10) points pursuant to Article L441-10 of the French Commercial Code.
A fixed recovery fee of EUR 40 per unpaid invoice shall be invoiced.
Where recovery proceedings are initiated, all recovery costs shall be borne by the Client.
6.3 Penalty Clause: Pursuant to Article 1231-5 of the Civil Code, the Client shall owe a fixed indemnity equal to ten percent (10%) of the unpaid invoice amount. This indemnity shall be payable as of right.
6.4 Acceleration / Suspension:
Failure to pay a single invoice authorizes the Seller to suspend deliveries and/or performance.
The Seller may require immediate payment and/or guarantees.
6.5 Management Fees:
Administrative / CSR fees may apply if stipulated.
6.6 Invoice Disputes:
Disputes must be notified in writing within eight (8) days.
Failing this, the invoice shall be deemed definitively accepted.
ARTICLE 7. Subcontracting – Assignment – Financing
The Seller may subcontract and/or assign / pledge the contract and/or its receivables (factoring, credit insurance), without prejudice to the guarantees of proper performance.
ARTICLE 8. Confidentiality – Ethics / Anti-Corruption – Conflicts of Interest
Information exchanged between the Parties is confidential. The Seller and the Client comply with the rules applicable to business ethics regulations, and in particular those relating to anti-corruption (Sapin II Act), and refrain from any undue advantage. In the event of a serious suspicion, the Seller may suspend performance; in the event of a proven breach, the contract may be terminated without compensation, without thereby engaging the Seller’s liability.
The Client undertakes that the sums paid in performance of this contract shall exclusively remunerate the Services and supplies provided for herein. The Client declares that, to its knowledge, none of its representatives or persons performing services on its behalf under this contract offers, gives, solicits or receives any benefit whatsoever from a public or private person, a natural person including a public official, with the intention of committing any of the offences referred to in this Article.
ARTICLE 9. Personal Data Processing (GDPR)
Personal data provided by the Client is necessary for processing the Client’s order and for issuing invoices. Such data may be communicated to the Seller’s partners responsible for the execution, processing, management and payment of orders.
Personal data, in accordance with the GDPR, is collected and processed on the basis of the consent given by the Client through acceptance of these GTCS.
Accordingly, the Client expressly agrees that certain personal data such as surnames, first names, addresses, etc. may be collected and processed for the purposes of performing the sales contract. The purpose of data collection is either the performance of the sales contract, the preparation of all documents required under applicable social, tax and accounting regulations in force in France or internationally at the time of the sale, or the creation of a Client database for promotional operations.
Data is retained in accordance with the statutory limitation periods applicable to each matter, and certain data may be retained in order to respond to potential administrative audits. The data subject has the right to access, modify, delete and port the data collected and may withdraw 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 will be provided within one month, which may be extended by one additional month. In the event of dissatisfaction, the data subject may refer the matter to the CNIL regarding any dispute on the website www.cnil.fr.
ARTICLE 10. Force Majeure and Hardship (Article 1195 of the Civil Code)
10.1 In the event of the occurrence of an event beyond the control of the Parties (frost, snow / exceptional rainfall, thaw restrictions, fire, flood, explosion, strikes, orders / restrictions imposed by authorities, without this list being exhaustive) preventing performance, the contract shall be suspended immediately and the Client shall be informed without delay in writing.
If no resolution is possible after one (1) month, the Parties shall agree to meet in order to find a solution either for the continuation of their relationship or for its termination, together with all resulting consequences. The Client may not claim any compensation from the Seller, and the
Seller may require payment of amounts already committed or Services already performed, even partially.
10.2 In the event of an unforeseeable upheaval (regulations, taxes, markets, logistics, exchange rates), the Parties shall renegotiate in good faith within thirty (30) days; failing agreement within thirty (30) days, the sale / Services may be suspended in whole or in part with one (1) month’s notice.
ARTICLE 11. Term – Renewal – Termination
The term of the Services shall be that of the order / contract; renewal is possible if stipulated for an identical term; failing this, the contract shall automatically be deemed terminated upon expiry.
Where the Client wishes to stop tacit renewals, the Client shall comply with a notice period of six (6) or three (3) months, as specified in the commercial offer, notified by registered letter with acknowledgment of receipt (LRAR) prior to the anniversary date of the contract.
Early termination is possible in the event of a material breach by either Party. In such case, the injured Party shall, by means of a formal notice served by LRAR, require remedy of the breach within fifteen (15) calendar days; failing this, the contract shall be terminated immediately with all resulting consequences.
Failure to provide required regulatory documents or repeated late payments may give rise to early termination by the Seller.
In any event, in case of early termination, no claim may be made by the Client against the Seller. It is specified that specific investments, dismantling / removal costs for equipment, as well as any Services already committed and performed shall remain due.
ARTICLE 12. Confidentiality
The Parties guarantee the confidentiality of information exchanged under this Contract and of which their employees may have become aware, whether in commercial matters, organizational matters, or any other field.
ARTICLE 13. Governing Law – Jurisdiction – Vienna Convention
French law shall apply exclusively. In the event of dispute, exclusive jurisdiction is granted, by mutual agreement between the Parties, to the Commercial Court of Lille. The CISG (Vienna Convention 1980) is excluded.
Before referring the matter to the courts, the Parties undertake to attempt to reach an amicable settlement, between themselves or with the involvement of their respective counsel or a mediator.
ARTICLE 14. 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.
SPECIFIC TERMS AND CONDITIONS OF SALE
CHAPTER A – SUPPLY AND SALE OF MATERIALS
ARTICLE A.1. Compliance of Flows – Inspections – Non-Compliance Procedure
A.1.1 Delivered flows are sold “as is”, unless otherwise stipulated either in the sales contract by the Seller or in the purchase contract by the Client. Accordingly, the Seller shall not be held liable for the consequences of any variations from the agreed specifications.
The risk of loss or deterioration is transferred to the Client upon delivery in accordance with the agreed Incoterm.
A.1.2 Weighing tickets and visual inspections / analyses carried out at sites designated by the Seller shall be binding.
A.1.3 Measures in the event of non-compliance: In the event of non-compliance of waste / materials / products with what was agreed with the Client, the Seller reserves the right to refuse and reload the materials concerned. The Client shall be prohibited from invoicing any unloading / storage / reloading costs.
The Client shall grant the Seller twenty-one (21) calendar days to determine its course of action. The Seller’s decision shall be made based on the available options and operational constraints, without the Client being entitled to impose any specific solution.
A.1.4 The Client guarantees to the Seller that, where applicable, all waste shall be conditioned and subsequently recovered at authorized treatment and recovery facilities in compliance with Articles L511-1 et seq. of the Environmental Code. The Client certifies having duly declared its activities to the competent local authorities.
ARTICLE A.2. Retention of Title – Assignment of Receivables
Pursuant to Articles 2367 to 2372 of the Civil Code, the Seller retains full ownership of the goods delivered until full payment of the price, including principal, costs and ancillary charges.
The transfer of risk occurs upon delivery of the goods to the carrier or to the Client, who assumes sole custody thereof.
In the event of total or partial non-payment, the Seller may require immediate restitution of the goods at the Client’s expense, risk and peril, following simple formal notice remaining ineffective within eight (8) days.
Restitution shall take place at the premises designated by the Seller, the Client undertaking to permit access to the locations where the goods are stored.
The Client undertakes to preserve the identification of the goods delivered and not to mix them with goods of identical nature originating from other suppliers, unless otherwise agreed in writing by the Seller.
In the event of fungible goods, the Seller may, pursuant to Article 2369 of the Civil Code, claim an equivalent quantity of goods of identical nature and quality.
In the event of resale, transformation or incorporation of the goods prior to full payment, the Seller shall be entitled to claim the price or the portion of the price corresponding to the value of the goods initially supplied, pursuant to Article 2370 of the Civil Code.
The Client hereby assigns to the Seller all receivables arising from resale until full payment.
In the event of safeguard, reorganization or liquidation proceedings involving the Client, the Seller retains its revendication rights under Article 2372 of the Civil Code.
The Client undertakes to inform the Seller immediately of any situation likely to affect solvency or delay payment.
ARTICLE A.3. Liability – Insurance
A.3.1 The Seller shall only be liable for direct material damage resulting from proven fault, limited, for all events occurring during the contractual year concerned, to the amounts excluding taxes received in connection with the sales / Services giving rise to the damage.
Any liability for indirect losses (loss of image, production losses, loss of profits, third-party penalties, etc.) is excluded.
The Seller shall not assume any liability arising from an error committed by the Client.
A.3.2 Each Party acknowledges having taken out and being up to date with professional liability insurance coverage. The Client insures goods under its custody as well as any product, waste, or material not paid to the Seller.
CHAPTER B – WASTE COLLECTION / REMOVAL / PROCESSING SERVICES
ARTICLE B.1. Exclusivity - In consideration of the environmental regulatory obligations incumbent upon the Seller, the Client grants exclusivity to the Seller with respect to the flows / sites covered by the commercial offer for the agreed duration.
Accordingly, the Client undertakes to entrust exclusively to the Seller, for the entire duration of the contract, all waste as defined in the commercial offer and undertakes not to enter into any agreement or arrangement of identical purpose with any third party.
ARTICLE B.2. Provision of Equipment – Access – Safety
B.2.1 Equipment, notably enabling collection operations, made available by the Seller shall remain the Seller’s property.
The Client shall be deemed to have received the equipment in good condition unless written reservations are made upon taking possession.
Equipment may not be moved without the Seller’s prior written approval, except where movement is inherent to its function.
However, equipment located on the Client’s site remains under the Client’s responsibility. The Client assumes custody and risks upon provision.
The Client undertakes to insure the equipment (fire, theft, vandalism, damage, natural disasters) and comply with operating and safety instructions (electrical requirements, differential circuit breaker, shutdown during loading), which the Client acknowledges being aware of.
The Client shall provide suitable premises or location for the equipment and obtain all required authorizations (parking, marking, signage), whether by day or by night.
Accordingly, in the event of infringements, damages, or other incidents, notably involving persons or property, the Seller’s liability shall not be engaged.
B.2.2 The Client undertakes to provide suitable access (roadways / platforms / parking authorizations) and installations compliant with safety requirements, power supply needs, and civil engineering constraints.
All installation works shall remain at the Client’s expense. The Seller draws the Client’s attention notably when a compactor is made available, as the Client must verify compatibility of the electrical installation.
B.2.3 Return of Equipment - Upon expiry of the contract, the Client shall return the equipment empty and cleaned of all waste without delay.
Where dismantling is required, the Client undertakes to settle the corresponding costs as previously communicated by the Seller or perform such dismantling directly.
ARTICLE B.3. Compliance of Flows – Inspections – Non-Compliance Procedure in the Context of Services Performed by AUNEGY
B.3.1 Waiting Time / Empty Trips: The Client acknowledges that waiting time for loading purposes shall not exceed fifteen (15) minutes of immobilization. Beyond this period, waiting charges may be invoiced by the Seller at the following rate: EUR 90 excluding taxes per hour, any commenced hour being due.
Any empty trip for any reason beyond the Seller’s control (inaccessible site, etc.) shall be invoiced in full, regardless of whether loading has taken place.
B.3.2 Delivered / collected flows must strictly comply with the agreed specifications (nature, impurities, moisture content, absence of radioactivity, exclusion of prohibited waste where applicable).
Accordingly, the Client bears sole responsibility for sorting and categorization of waste / materials. The Seller shall not be held liable for the consequences of any error or failure attributable to the Client.
B.3.3 Inspections & Evidence of Services Requested by the Client:
Weighing tickets and visual inspections / analyses carried out at sites designated by the Seller shall be binding.
Photographs and reports may be communicated to the Client by electronic correspondence and shall be made available upon simple request.
B.3.4 Measures in the Event of Non-Compliance:
In the event of non-compliance of waste / materials / products with what was agreed with the Client, the Seller reserves the right to:
• refuse, reload, and return the flows at the Client’s expense and risk;
• downgrade the flows partially or totally, together with sorting / processing Services invoiced by the Seller;
• deduct in full any excess moisture content;
• re-invoice all resulting costs (transport, handling, waiting time, analyses, administrative costs, alternative outlets).
The Seller’s decision shall be made based on the available options and operational constraints, without the Client being entitled to impose any specific solution.
B.3.5 Tolerances & Thresholds: The Seller may define non-compliance thresholds (percentages, typical cases) in the offer / order. Below a minor threshold, simplified downgrading shall be applied. Beyond such threshold, binding photographic evidence shall be provided.
Failing written objection by the Client within forty-eight (48) hours following electronic transmission by the Seller, such evidence shall be deemed accepted.
B.3.6 Hazardous / ADR Flows: In the event of undeclared hazardous waste (DID / DASRI / ADR) or non-compliant packaging, the Seller may downgrade and/or direct the flows toward authorized recovery channels at the Client’s exclusive expense.
B.3.7 Samples: The Seller may take samples and retain them for fourteen (14) days for counter-analysis upon first request.
In such case, the Client shall be informed without delay in order to conduct contradictory sampling.
B.3.8 Regulatory Guarantee: The Seller guarantees to the Client that all waste shall be conditioned and subsequently recovered, where applicable, at authorized treatment and recovery facilities in compliance with Articles L511-1 et seq. of the Environmental Code.
The Seller certifies having duly declared its activities to the competent authorities.
ARTICLE B.4. Prices – Taxes – Additional Costs – Indexation
B.4.1 Annual Revision: Service rates shall be revised, except under exceptional circumstances, once per year on January 1st.
The Seller shall communicate revised prices to the Client no later than during the month concerned by the revision.
Revised prices shall apply retroactively as from January 1st and remain in force until the next revision, unless otherwise agreed.
B.4.2 Indexation / Revision:
In the event of regulatory or fiscal changes, substantial increases in fuel / toll costs (increase exceeding 1%), exchange rate fluctuations, raw material markets or economic conditions affecting performance, prices may be adjusted based on objective criteria.
Failing agreement, sales / Services may be suspended in whole or in part.
Either Party may terminate the relationship without compensation.
ARTICLE B.5. Retention of Title – Assignment of Receivables
The transfer of risk occurs upon delivery of the goods to the carrier or to the Seller.
In the event of total or partial non-payment, notably concerning waste, the Seller may require immediate restitution of the goods at the Client’s expense, risk, and peril following simple formal notice remaining ineffective within eight (8) days.
Accordingly, the Seller may re-deliver the goods concerned to the Client’s site, the Client undertaking to permit access.
The Client hereby assigns to the Seller all receivables arising from resale until full payment.
In the event of insolvency proceedings, the Seller retains its revendication rights.
The Client undertakes to inform the Seller immediately of any situation affecting solvency.
ARTICLE B.6. Liability – Insurance – Equipment
The Seller undertakes to apply, in the performance of the Services entrusted to it, all the care required of a professional.
B.6.1 The Seller shall only be liable for direct material damage resulting from proven fault, limited, for all causative events occurring during the contractual year concerned, to the amounts excluding taxes received in connection with the sales / Services being the subject matter or at the origin of the said damage.
Any liability for indirect losses (loss of image, production losses, loss of profits, third-party penalties, etc.) is excluded.
B.6.2 The Client (except in the case of resale of materials) shall be responsible for the nature of the waste, its sorting and categorization, as well as for its compliance with the definition provided within the commercial offer, and with the applicable regulations in force.
Accordingly, the Seller shall not assume any liability arising from an error committed by the Client.
B.6.3 Any damage having as its origin and/or as its consequences the equipment made available shall remain under the Client’s sole responsibility, without the Client being entitled to make any claim against the Seller.
B.6.4 Each Party acknowledges having taken out and being up to date with professional liability insurance coverage providing full protection.
The Client insures the Equipment and goods under its custody, as well as any product, waste, or material not paid to the Seller.
B.6.5 Safety Audit: The Seller may conduct, upon reasonable notice, documentary or visual verifications intended to ensure compliance of flows (ADR, sorting, documentation).
In such case, the Client shall permit access to all necessary documentation as well as to the site, without being entitled to object.
B.6.6 Products & Packaging Waste – Biowaste – Hazardous Waste (Specific Frameworks):
Technical requirements specific to packaging waste, biowaste (SPAn Category 3: sealed / covered containers, evacuation frequencies), and hazardous waste (forms, mixing prohibitions, ADR packaging) may be specified within the order.
In the event of non-compliance, downgrading and/or implementation of alternative recovery channels shall be carried out at the Client’s exclusive expense.
ARTICLE B.7. Regulatory Compliance – Traceability – TrackDéchets – ADR
B.7.1 The Client (except in the case of resale of materials) undertakes to carry out sorting at source, and to comply with all applicable obligations relating to EWC/CED classification, FIPAD, TrackDéchets (forms, signatures, presence at collection where required), ADR where applicable, cross-border documentation, and certificates.
In the event of Client default, the Seller reserves the right either to refuse performance or to invoice the resulting additional costs.
B.7.2 Collection documents, weighing tickets, and electronic records (portal/email) shall be deemed valid evidence and uncontested by the Client.
The Seller may require characterization reports where imposed by the applicable recovery stream.
Except in the case of resale of materials, the Client undertakes to provide such reports without delay upon first request.
Failing this, the Seller reserves the right either not to perform the Services or to perform them under the Client’s full responsibility.
ARTICLE B.8. Portal / Digitalization – Signatures – Evidence
B.8.1 Documents (forms, reports, invoices) may be made available by the Seller through a Client portal or transmitted electronically.
The absence of a handwritten signature shall not deprive such documents of effect where not required by applicable regulations.
As soon as documents are made available online, the Client may contest them within a maximum period of thirty (30) days.
Failing this, the said documents shall be deemed accepted by the Client, who undertakes to consult the digital portal regularly where applicable.
B.8.2 Electronic signatures and technical logs shall constitute valid evidence.