Terms and Conditions

Article 1. Applicability of These Terms and Conditions
These terms and conditions apply to all services, quotations, offers, assignments, agreements, and the execution thereof between Circular Plastics Alliance B.V., hereinafter referred to as CIRCULAR PLASTICS ALLIANCE, and its contracting parties, unless the parties have explicitly agreed otherwise in writing. CIRCULAR PLASTICS ALLIANCE hereby expressly rejects the applicability of any other general terms and conditions not used by it, unless otherwise agreed upon in writing by the parties.

Article 2. Quotations
All quotations issued by CIRCULAR PLASTICS ALLIANCE are non-binding. CIRCULAR PLASTICS ALLIANCE is only bound by a quotation if its acceptance has been confirmed in writing within 30 days after the date the quotation was issued. The prices stated in a quotation are in Euros and exclusive of VAT, unless otherwise indicated.

Article 3. Delivery
Delivery takes place as agreed upon or as confirmed to the contracting party.
The contracting party is obligated to accept the purchased goods at the time they are delivered to them or made available to them. If the contracting party refuses to accept the delivery or is negligent in providing the necessary information or instructions required for delivery, the goods will be stored at the expense and risk of the contracting party. In such case, the contracting party will be liable for all additional costs, including but not limited to storage costs.

Article 4. Partial Deliveries
CIRCULAR PLASTICS ALLIANCE is entitled to deliver sold goods in parts. This does not apply if a partial delivery has no independent value.
If goods are delivered in parts, CIRCULAR PLASTICS ALLIANCE is entitled to invoice each part separately.

Article 5. Delivery Time and Force Majeure
An agreed delivery time is not a strict deadline, unless explicitly stated otherwise. In the event of late delivery, the contracting party must provide CIRCULAR PLASTICS ALLIANCE with written notice of default, granting a minimum period of eight working days for CIRCULAR PLASTICS ALLIANCE to still fulfill its obligations.
Exceeding the agreed delivery period does not entitle the contracting party to compensation if the delay is due to force majeure. Nor does a force majeure situation on the part of CIRCULAR PLASTICS ALLIANCE entitle the contracting party to suspend or fail to fulfill its obligations under the agreement, or to request termination of the agreement.
In the event of force majeure—which includes any circumstance beyond the control of CIRCULAR PLASTICS ALLIANCE that prevents the fulfillment of its obligations—CIRCULAR PLASTICS ALLIANCE may choose either to suspend its obligations or to cancel or consider the agreement dissolved, without being liable for any damages. CIRCULAR PLASTICS ALLIANCE will only proceed with termination of the agreement if the force majeure situation lasts or is expected to last more than 30 days.
Force majeure includes, but is not limited to: circumstances beyond the control of CIRCULAR PLASTICS ALLIANCE such as illness or shortage of personnel, strikes, defective machinery, lack of transportation means, war, natural disasters, as well as any obstacles caused by government measures and delays caused by (contractual) parties on whom CIRCULAR PLASTICS ALLIANCE depends in its business operations.

Article 6. Default
The contracting party shall be in default immediately, without prior notice of default being required, in the following non-exhaustive cases:
a) if, after the conclusion of the agreement, circumstances come to the attention of CIRCULAR PLASTICS ALLIANCE that give good reason to fear that the contracting party will not fulfill its obligations; or
b) if CIRCULAR PLASTICS ALLIANCE requested the contracting party to provide security for the performance of its obligations at the time of entering into the agreement, and the contracting party fails to provide such security, or provides insufficient security, within the agreed timeframe.

In the event the contracting party is in default, CIRCULAR PLASTICS ALLIANCE shall be entitled to suspend further performance of the agreement or to dissolve the agreement, without prejudice to CIRCULAR PLASTICS ALLIANCE’s right to claim compensation for damages. In such case, CIRCULAR PLASTICS ALLIANCE shall also be entitled to suspend the execution of all other current agreements with the contracting party or to dissolve those agreements as well.
For such agreements, CIRCULAR PLASTICS ALLIANCE may also demand advance payment or deliver on a cash-on-delivery basis, even if different delivery or payment terms had been agreed upon for those agreements.

Article 7. Termination of the Agreement
Each party may terminate the agreement by mutual consent with a notice period of 30 days in writing, unless urgent reasons—of which CIRCULAR PLASTICS ALLIANCE must be notified without delay—justify immediate termination of the agreement.

The agreement shall in any case terminate without prior notice upon the expiration of its term, by dissolution ordered by a court, in the event of suspension of payment or bankruptcy of the contracting party, if the contracting party otherwise loses the power to dispose freely of its assets, or due to force majeure (subject to the provisions of Article 5).

CIRCULAR PLASTICS ALLIANCE may also terminate the agreement unilaterally and in writing, without mutual consent, if there are compelling reasons making it unreasonable to expect CIRCULAR PLASTICS ALLIANCE to continue fulfilling its obligations. These reasons may include, but are not limited to:

Situations involving persons and/or materials used or customarily used by CIRCULAR PLASTICS ALLIANCE for the performance of the agreement, which make execution impossible or so burdensome and/or disproportionately costly that compliance can no longer reasonably be expected;

The contracting party fails to meet its (payment) obligations under the agreement;

The contracting party refuses to provide reasonable cooperation necessary for the proper execution of the agreement;

The contracting party behaves in such a manner towards employees or clients of CIRCULAR PLASTICS ALLIANCE that continuation of services is no longer feasible;

In the event the average EUWID (or another benchmark used in a specific case) changes by more than 20% compared to the average EUWID (or other applicable benchmark) that CIRCULAR PLASTICS ALLIANCE and the contracting party used when entering into a pricing agreement.

Article 8. Retention of Title
The goods delivered by CIRCULAR PLASTICS ALLIANCE (such as Ecoflower containers, Ecoflower bags, Ecoflower buggies, Ecoflower boxes, and Ecoflower wrap-arounds) shall remain the property of CIRCULAR PLASTICS ALLIANCE until the contracting party has fulfilled all of the following obligations under all purchase agreements concluded with CIRCULAR PLASTICS ALLIANCE. This includes: the payment(s) due for the delivered or yet-to-be-delivered goods themselves and/or any claims arising from the contracting party’s failure to comply with one or more purchase agreements.

Goods delivered by CIRCULAR PLASTICS ALLIANCE that fall under the retention of title described in paragraph 1 may only be resold as part of the contracting party’s normal business operations. However, as long as full payment has not been made, the contracting party is not entitled to pledge the goods to third parties or use them as security in the broadest sense. If the contracting party sells the goods – subject to retention of title – to a third party, they are required to immediately and unconditionally assign the resulting claim to CIRCULAR PLASTICS ALLIANCE.

If the contracting party fails to meet their obligations, or if there is a justified concern that they will fail to do so, CIRCULAR PLASTICS ALLIANCE is entitled to reclaim any goods delivered that are still subject to the retention of title from the contracting party or from third parties holding the goods on behalf of the contracting party. The contracting party is obliged to fully cooperate with this, under penalty of a fine of 10% of the amount owed by them for each day of noncompliance.
If third parties attempt to establish or assert any rights to goods delivered under retention of title, the contracting party must notify CIRCULAR PLASTICS ALLIANCE as soon as can reasonably be expected.

At the first request of CIRCULAR PLASTICS ALLIANCE, the contracting party is obliged to:

insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, and theft;

present the insurance policy for inspection;

pledge all claims the contracting party has or will obtain from insurers regarding these goods to CIRCULAR PLASTICS ALLIANCE, in accordance with Article 3:239 of the Dutch Civil Code;

pledge all claims the contracting party obtains from customers resulting from resale of goods delivered under retention of title by CIRCULAR PLASTICS ALLIANCE to CIRCULAR PLASTICS ALLIANCE, in accordance with Article 3:239 of the Dutch Civil Code;

mark the goods delivered under retention of title as the property of “CIRCULAR PLASTICS ALLIANCE”;

and otherwise cooperate with all reasonable measures that CIRCULAR PLASTICS ALLIANCE wishes to take to protect its ownership rights, provided such measures do not unreasonably interfere with the normal conduct of the contracting party’s business.

Article 9. Quality and Warranty
The contracting party is entitled, provided CIRCULAR PLASTICS ALLIANCE is notified in time, to inspect or have the goods inspected prior to delivery.
CIRCULAR PLASTICS ALLIANCE does not accept any obligations or provide any warranties beyond those explicitly specified in the agreement. In the absence of such provisions in the agreement, CIRCULAR PLASTICS ALLIANCE cannot be held liable regarding the quality of the delivered goods.
With respect to materials to be delivered to CIRCULAR PLASTICS ALLIANCE, it is required that these materials (both steel and foils/plastics) comply at all times with the quality standards described in the European Waste Shipment Regulation (EWSR).
CIRCULAR PLASTICS ALLIANCE does not accept materials that have come into contact with substances classified as hazardous under applicable laws and regulations. These materials are generally marked with hazard symbols and/or labels.
CIRCULAR PLASTICS ALLIANCE does not accept materials that may not or cannot be recycled under (European) laws and regulations.

Article 10. Defects; Complaint Periods; Quantity
The contracting party must inspect or have the purchased goods inspected upon (or as soon as possible after) delivery. In doing so, the contracting party must verify whether the delivered goods comply with the agreement — meaning whether the correct items have been delivered, both in terms of quantity and quality. In the absence of specific quality requirements, the goods must meet the standards that may be expected for normal use and/or commercial purposes.
Complaints regarding incorrectly delivered goods must be submitted to CIRCULAR PLASTICS ALLIANCE in writing within 3 days of delivery, accompanied by the consignment note intended for the contracting party.
If visible defects or shortages are discovered, the contracting party must report them to CIRCULAR PLASTICS ALLIANCE in writing within 3 days of delivery.
Non-visible defects must be reported in writing within 3 days after discovery, but no later than 30 days after delivery.
Even if the contracting party submits a complaint in time, their obligation to pay and accept the ordered goods remains in effect. Goods may only be returned to CIRCULAR PLASTICS ALLIANCE with prior written consent.

Article 11. Price Increases
If CIRCULAR PLASTICS ALLIANCE enters into a price agreement with a contracting party, it is nevertheless entitled to increase the price. CIRCULAR PLASTICS ALLIANCE may pass on increases in wages and raw material prices.

Article 12. Payment
Payment must be made within 30 days after the invoice date, unless a different period has been agreed upon in writing. Payment can be made by transferring the amount due to a bank account designated by CIRCULAR PLASTICS ALLIANCE.
After the expiry of 30 days from the invoice date or the agreed term, the contracting party is in default and shall owe interest on the outstanding amount from the moment of default, at the statutory trade interest rate plus 2%.
Payment must be made without deduction or set-off.
Payments made by the contracting party shall always be applied first to all costs (including legal assistance costs), then to any accrued interest, and thereafter to the principal amount and the running interest.

Article 13. (Collection) Costs
If the contracting party is in default or in breach, all reasonable costs incurred to obtain satisfaction of its obligations shall be borne by the contracting party. These costs are set at 15% of the principal with a minimum of €250.
If CIRCULAR PLASTICS ALLIANCE demonstrates that higher costs were reasonably necessary, these will also be borne by the contracting party.
The contracting party owes CIRCULAR PLASTICS ALLIANCE the judicial costs incurred by CIRCULAR PLASTICS ALLIANCE in all instances if there is a final court judgment where the contracting party is wholly or predominantly found to be in the wrong.

Article 14. Liability
The liability of CIRCULAR PLASTICS ALLIANCE is limited to the amount paid out by its insurance, insofar as this liability is covered by its insurance.
Liability is always limited to the amount involved in the agreement or a maximum of €5,000.
The limitations of liability described in paragraphs 1 and 2 of this article do not apply if the damage is due to intent or gross negligence on the part of CIRCULAR PLASTICS ALLIANCE. Liability for consequential damages is expressly excluded.
The provisions in paragraphs 2 and 3 of this article also apply to third parties engaged by CIRCULAR PLASTICS ALLIANCE. The contracting party indemnifies CIRCULAR PLASTICS ALLIANCE against claims by third parties.

Article 15. Conditions Regarding Rental, Leasing, and Use of Collection and Processing Equipment
The logistical equipment (including Ecoflower Bags or promotional sustainable items, Ecoflower Boxes, Ecoflower containers, Ecoflower Buggies, etc.), hereinafter referred to as the equipment, is at the risk and expense of the contracting party from the moment of delivery. This equipment must be returned in the same condition. All damage to the equipment during use/rental is for the contracting party’s account. Unless otherwise immediately communicated in writing by the contracting party, the starting point is that CIRCULAR PLASTICS ALLIANCE has delivered undamaged equipment.
The usage period ends when the equipment has been loaded by CIRCULAR PLASTICS ALLIANCE or cooperating partners in the logistics chain. The contracting party must use the equipment with due care. It is prohibited to expose the equipment provided by CIRCULAR PLASTICS ALLIANCE to liquid, volatile, highly flammable, explosive, corrosive, odor-emitting, toxic, or otherwise health-hazardous substances, or to load the equipment beyond the legally prescribed load capacity. All costs and damages that are (in)directly caused by violation of the foregoing will be borne by the contracting party.
Loading of an Ecoflower Buggy, for example, must be done in such a way that materials do not protrude beyond the buggy or fall or blow off it.
The contracting party is liable for damage resulting from placing or collecting equipment at sidewalks, driveways, and/or private premises at the contracting party’s request and the goods located thereon. The contracting party indemnifies CIRCULAR PLASTICS ALLIANCE against claims by third parties, including any government-imposed fines. The contracting party must ensure good accessibility to place or collect equipment. The contracting party is responsible for proper logistical handling, storage, and all other general or legally prescribed provisions regarding the use of logistical equipment and packaging materials supplied by CIRCULAR PLASTICS ALLIANCE. Any imposed fines are at the contracting party’s expense.
The contracting party is responsible for the correct provision of product information.
Invoicing is based on the number of products stated on the packing slip and consignment note at the applicable rates at that time unless otherwise agreed in writing beforehand. Rental fees are calculated over the number of working days the equipment is in use, excluding the day of placement and the pick-up day indicated by the contracting party.
Replacement costs for equipment due to loss, theft, etc., are borne by the contracting party.

Article 16. Dispute Resolution
Notwithstanding the statutory rules regarding the jurisdiction of the civil court, any dispute between the contracting party and CIRCULAR PLASTICS ALLIANCE, if the court has jurisdiction, shall be resolved by the court of Noord-Holland, location Alkmaar.

Article 17. Applicable Law; Exclusion of the Vienna Convention on Contracts for the International Sale of Goods
Dutch law shall apply to every agreement between CIRCULAR PLASTICS ALLIANCE and the contracting party, even if the execution of the agreement takes place outside the Netherlands.
If these terms and conditions have also been drawn up in a language other than Dutch, in case of any disputes between the texts, the Dutch version shall prevail.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) is excluded.
All legal claims against CIRCULAR PLASTICS ALLIANCE, including claims for damages and performance, shall lapse or expire one year after the claim or demand has arisen.

Article 18. Amendments to the Terms and Conditions
CIRCULAR PLASTICS ALLIANCE is authorized to amend these terms and conditions. Such amendments shall take effect at the announced effective date.
CIRCULAR PLASTICS ALLIANCE will timely send the amended terms and conditions to the contracting party.
If no effective date has been communicated, amendments shall take effect towards the contracting party as soon as they have been notified of the amendment.