Sales terms
AUNEGY – Terms and Conditions of Sale (Extended Version – EN Professional Translation)
Company: AUNEGY, SASU with share capital of €100,000, registered with RCS Lille Métropole, 12 rue de Cannes, 59000 Lille, France.
1. Purpose – Scope – Precedence
These terms and conditions of sale (the “T&Cs”) govern, without limitation, any sale of products, recyclable materials and waste, as well as any brokerage, trading, logistics, collection, sorting, conditioning, storage services and any provision / rental / sale of equipment related to such streams (hereinafter the “Services”), entered into by AUNEGY (the “Seller”) with a professional (the “Client”). They prevail over any Client document, unless otherwise agreed in writing and signed by the Seller. Placing an order constitutes full acceptance.
The Client and the Seller may be jointly referred to as the “Parties”.
2. Definitions – Distinction between “waste / product”
2.1 Waste: any substance/object which the holder discards or intends/is required to discard (Dir. 2008/98/EC; French Environmental Code L.541-1 et seq.).
2.2 Recyclable materials: waste/by-products meeting the contractual specifications for recovery (secondary raw materials).
2.3 Product: merchandise not falling under the status of waste within the meaning of Art. 2.1 (e.g., materials from a production process, granules, regrinds, bales compliant with EN/ISRI, non-exhaustive list).
2.4 Equipment: skips, compactors, containers, devices, PPE, etc.
Note: The status (waste/product) notably determines obligations (prior information sheet/consignment, TrackDéchets, ADR, cross-border annexes, TGAP, etc.).
3. Formation of the contract – Pre-contract documents – Site exclusivity
3.1 Quotations & orders: quotations are valid for 30 days from the date of issue; any order must be accepted in writing (“approved” quotation, purchase order, contract), and electronic mail may serve as proof.
3.2 Prior characterisation: prior to performance, the Client provides all useful information; where applicable: EWC code, prior information/safety data sheets, nature, impurity/moisture rates, photos, analyses, ADR. Failing this, the Seller may suspend/refuse performance.
3.3 Exclusivity: where stipulated, the Client grants exclusivity over the specified streams/sites for the agreed term.
4. Provision of equipment – Access – Safety
4.1 Any Equipment made available remains the Seller’s property; custody and risk transfer to the Client upon on-site provision. The Client insures such Equipment (fire, theft, vandalism, breakage, natural disasters) and applies the operating/safety instructions (electrical, residual current device, stop during loading).
4.2 The Client guarantees suitable access (roadway/platform/parking authorisation) and the compliance of installations (power supply, civil works).
4.3 Waiting time / futile trips: beyond 15 minutes of immobilisation, waiting charges may be invoiced at the Seller’s sole discretion; any futile trip (inaccessible site, etc.) attributable to the Client may be invoiced at the Seller’s sole discretion.
5. Stream conformity – Controls – Non-conformity procedure
5.1 Delivered/collected streams must strictly comply with the agreed specifications (nature, impurities, moisture, zero radioactivity, exclusion of prohibited waste where applicable).
5.2 Controls & evidence: weighbridge tickets and visual checks/analyses carried out at facilities mandated by the Seller are conclusive; photos/reports may be communicated to the Client by electronic mail.
5.3 Corrective measures (at the Seller’s option): (i) refusal/reloading/return at the Client’s cost and risk; (ii) partial/total downgrading with sorting/treatment invoiced; (iii) full deduction of excess moisture for take-backs; (iv) re-invoicing of all induced costs (transport, handling, waiting, analyses, administrative, alternative outlets).
5.4 Tolerances & thresholds: the Seller may define non-conformity thresholds (percentages, case types) in the quotation/order; below a minor threshold, simplified downgrading shall be performed; beyond that, photographic evidence will be transmitted as binding: absent any objection within 48 hours after transmission by electronic mail, such evidence shall be deemed accepted.
5.5 Hazardous streams / ADR: in the presence of undeclared hazardous/medical waste/ADR streams or non-compliant conditioning, the Seller may downgrade/route streams to authorised outlets at the Client’s exclusive cost.
5.6 Samples: the Seller may take samples and keep them for 14 days for counter-analysis upon first request.
6. Delivery – Incoterms® 2020 – Transfer of risk
6.1 The Incoterms® 2020 stated in the order apply; risk transfers according to the Incoterm.
6.2 Timeframes (delivery/collection) are indicative; no indirect damage (loss of business, loss of profit, penalties) shall be indemnified.
7. Prices – Taxes – Additional costs – Indexation
7.1 Prices are exclusive of VAT unless otherwise stated.
7.2 The following are re-invoiced at actual cost, where applicable and unless otherwise stipulated: TGAP, eco-contributions, duties/levies, authority fees, customs, shipping lines, demurrage/detention, storage, inspections, certificates, couriers, etc.
7.3 Indexation/review: in case of regulatory/fiscal changes, fuel/tolls, FX, commodity markets or substantial economic conditions, prices may be adjusted on objective criteria and lead to renegotiation; failing agreement within 30 days, sales/services may be suspended in whole or in part (see Art. 17).
8. Invoicing – Payment – Securities
8.1 Payment 30 days from invoice date by bank transfer. No discount; no unilateral set-off.
8.2 Late payment: interest at 15% per annum (daily basis) or ECB + 10 percentage points, whichever is more favourable to the Seller, plus a €40 fixed recovery fee and any additional justified recovery costs.
8.3 Acceleration / suspension: failure to pay a single invoice renders all receivables immediately due and authorises the Seller to suspend performance and deliveries until full payment, after formal notice remains without effect. Any deterioration of the Client’s creditworthiness may justify cash in advance and/or guarantees.
8.4 Administrative fee: the Seller may apply administrative/CSR management fees if provided for in the offer or contract, covering regulatory and digital formalities.
9. Retention of title – Assignment of receivables
9.1 The Seller retains title to the products and materials sold until full payment (principal, interest, costs). In the event of non-payment, the Seller may revendicate the goods, including physical recovery, at the Client’s expense.
9.2 Upon handover to the carrier or according to the applicable Incoterm, risk (loss, theft, deterioration) transfers to the Client, who must insure the goods and ensure their identification/separation until full payment; the Client shall refrain from any pledge/assignment by way of security over unpaid goods.
9.3 In the event of resale/transformation, the Client assigns in advance to the Seller the corresponding receivables (French Civil Code, Art. 1321) up to the outstanding sums.
10. Liability – Insurance – Equipment
10.1 The Seller is only liable for direct material damage resulting from proven fault, limited, for all events within the contractual year concerned, to the net amount (excl. VAT) received for the corresponding sales/services. Any liability for indirect losses (reputation, production, profits, third-party penalties, etc.) is excluded.
10.2 The Client remains responsible for its waste until lawful recovery/disposal; it guarantees the conformity of streams and labelling.
10.3 Each Party maintains civil liability insurance; the Client insures the Equipment and goods under its custody.
10.4 Safety audit: the Seller may carry out, upon reasonable prior notice, limited documentary/visual verifications to ensure stream compliance (ADR, sorting, documents).
11. Regulatory compliance – Traceability – TrackDéchets – ADR
11.1 The Client complies with source separation, EWC/FIPAD obligations, TrackDéchets (consignment notes, signatures, presence upon collection where required), ADR where applicable, cross-border documents, certificates.
11.2 Collection notes, weighbridge tickets and dematerialised data (portal/email) constitute evidence; the Seller may require characterisation reports where imposed by downstream outlets.
12. Portal / Dematerialisation – Signatures – Evidence
12.1 Documents (notes, reports, invoices) may be made available on a client portal or transmitted in dematerialised form; the absence of a handwritten signature does not deprive them of effect where not required by regulation.
12.2 Electronic signatures and technical logs constitute evidence.
13. Subcontracting – Assignment – Financing
The Seller may subcontract and/or assign/pledge the contract and/or its receivables (factoring, trade credit insurance) without prejudice to execution guarantees.
14. Confidentiality – Ethics / Anti-corruption – Conflicts of interest
Information exchanged is confidential. The Seller and the Client comply with anti-corruption rules (French Sapin II law) and refrain from any improper advantage. In case of serious suspicion, the Seller may suspend performance; in case of proven breach, the contract may be terminated without indemnity.
15. Personal data (GDPR)
The Seller acts as data controller for the management of the contractual relationship (legal basis: performance of the contract/legitimate interest). Data are retained during the relationship and then according to statutory requirements (5 years, 10 years for accounting). GDPR rights via: contact@aunegy.com. Complaints may be lodged with the CNIL. The Client informs its staff of the processing carried out.
16. Force majeure
In the event of an occurrence beyond the Parties (freeze, exceptional snow/rain, thaw barriers, fire, flood, explosion, strikes, orders/restrictions by authorities) preventing performance, the contract is suspended for the duration of the event, as from notification by email. If after one (1) month no solution is foreseeable, each Party may terminate without indemnity.
17. Hardship (Art. 1195 French Civil Code) – Review
In the event of an unforeseeable upheaval (regulation, taxes, markets, logistics, FX), the Parties renegotiate in good faith within 30 days; failing agreement within 30 days, the sale/Services may be partially or totally suspended with one month’s notice.
18. Term – Renewal – Termination
The term of the Services is that of the order/contract; renewal is possible if stipulated. Early termination in case of material breach not remedied within 15 days after formal notice, failure to provide required regulatory documents or repeated late payments. Specific investments and dismantling/removal costs for equipment remain payable.
19. Products & packaging waste – Bio-waste – Hazardous industrial waste (specific frameworks)
Technical terms specific to packaging, bio-waste (SPAn cat. 3: watertight/covered containers, evacuation frequencies) and hazardous industrial waste (consignment notes, mixing prohibitions, ADR conditioning) may be specified in the order. In case of breach, downgrading and/or implementation of alternative outlets shall be carried out at the Client’s expense.
20. Governing law – Jurisdiction – Vienna Convention
French law shall apply exclusively.
In the event of a dispute, exclusive jurisdiction is vested in the Commercial Court of Lille.
The CISG (Vienna Convention 1980) is excluded.
21. Document hierarchy – Survival of clauses – Miscellaneous
21.1 Hierarchy: T&Cs > contract > order > quotation > delivery notes.
21.2 Survival: provisions relating to payment, liability, title, jurisdiction and evidence survive the end of the contract.
21.3 Partial nullity: the nullity of a clause does not affect the remainder; a valid clause of equivalent effect shall be substituted. No implied waiver.