Definitions
For the purposes of these terms and conditions, the following definitions apply:

1. Collect & Clean: The party that carries out work for the Client and/or supplies materials to the Client.
2. Client: this term refers to the co-contracting party or Client as defined below, that is to say, the natural or legal person with whom the agreement has been or is to be concluded, as well as their representative(s), authorised representative(s), successors in title and heirs.
3. Work: the (service-related) work that Collect & Clean carries out or arranges to be carried out under the agreement.
4. Materials: All materials to be used by Collect & Clean in the course of the work, whether or not provided by the Client, as well as all products to be hired out or already hired out by Collect & Clean, including tools, equipment, vehicles, containers and other collection equipment, all in the broadest sense of the term and however they may be referred to or specified.
5. Quotations: A quotation is a formal offer to enter into a contract, drawn up at the Client’s request and submitted to the Client in writing or by other means.
6. Agreement: The agreement for the provision of services and/or the agreement for the sale, hire and/or loan of the materials, as well as any other agreement between Collect & Clean and the Client, including these General Terms and Conditions.

Article 1: General
1.1 These terms and conditions apply to, and therefore form part of, all quotations, advice, cleaning services, contracting work and agreements relating to the provision of services and materials supplied by Collect & Clean.

1.2 Collect & Clean’s general terms and conditions take precedence over any conflicting terms and conditions of the Client. Any provisions that deviate from these terms and conditions shall only be binding on Collect & Clean to the extent that such deviating provisions have been expressly agreed in writing with Collect & Clean.

1.3 Any Client with whom a contract is entered into under these terms and conditions agrees that these terms and conditions shall apply to any subsequent agreements between them and Collect & Clean.

Article 2: Quotations/advice
2.1 All quotations remain valid for the period specified by Collect & Clean. If no period is specified, quotations from Collect & Clean are non-binding.

2.2 Recommendations are based on the information provided by the Client, including – but not limited to – the scope of work, quantities, dimensions, specified floor area(s), the specified occupancy and/or fit-out.

2.3 Should Collect & Clean incur costs in preparing a quotation, providing a price estimate or offering advice, Collect & Clean is entitled to charge these costs to the Client, even if no agreement is concluded with Collect & Clean or if the Client does not place an order with Collect & Clean.

2.5 The submission of quotations and/or (other) documentation does not oblige Collect & Clean to accept any order.

2.6 Collect & Clean reserves the right to refuse orders without giving reasons.

Article 3: Contract
3.1 Subject to the provisions set out below, a contract with Collect & Clean is formed once Collect & Clean and the Client have accepted or confirmed an order in writing or by other means, respectively.

3.2 Collect & Clean shall carry out the work with due care, in accordance with the
agreements, procedures and/or project schedule set out in writing with the Client.

3.3 The work will be carried out in accordance with the agreed project schedule and/or quality standards.

3.4 Unless notified in good time by the Client, all costs arising from changes to the pre-agreed project schedule that are not attributable to Collect & Clean shall be borne by the Client.

3.5 The Client must ensure that any work and/or deliveries to be carried out by third parties, which do not form part of Collect & Clean’s performance of the contract, are carried out in such a way and in good time that the performance of the contract is not delayed as a result.

3.6 Collect & Clean is entirely free to choose the maintenance products, materials, cleaning products and aids it uses, unless expressly agreed otherwise.

Article 4: Prices
4.1 All prices quoted by Collect & Clean are always in euros and exclude VAT and any other government-imposed levies and/or taxes.

4.2 Price changes resulting from levies and/or taxes imposed by the Government or other measures, – as well as cost increases, such as rises in purchase prices, wages or transport costs, which have arisen after an offer has been made or after the contract has been concluded, – shall be passed on to the Client immediately and in full from the moment they become applicable.

4.3 Unless otherwise stated, all prices and quotations are subject to change.

4.4 Collect & Clean is entitled to review the prices and rates it applies from time to time, and in any event on 1 January of each year. Collect & Clean shall notify the Client of this in writing.

4.5 An adjustment to an agreed price is also possible in all cases where the Client’s conduct makes this reasonable. The foregoing also applies if information provided by the Client that is relevant to the performance of the assignment is incorrect, or if such information was provided incorrectly. This clause applies in any event where the performance of the assignment is impeded, delayed, altered, extended and/or reduced through the Client’s actions. In such cases, the Client shall have no valid grounds to terminate the agreement relating to the provision of services or the performance of work, or to invoke its dissolution.

Article 5: Payments and Security
5.1 Collect & Clean is entitled to request a deposit of 100% upon entering into the contract.

5.2 Furthermore, Collect & Clean is entitled to require the Client to provide adequate security to ensure fulfilment of the payment obligations under the agreement, for example by means of a valid bank guarantee.

5.3 Unless otherwise agreed in writing, payment must be made within 14 days of the invoice date.

5.4 Collect & Clean reserves the right to regard a contract as terminated, or to refuse or suspend the performance of accepted orders, if the Client fails to fulfil any obligation (including payment obligations). Such termination, refusal or suspension shall in no circumstances release the Client from any payment obligations that have already arisen.

5.5 All payments made by the Client to Collect & Clean shall first be applied towards the (out-of-court) costs relating to the non-payment (or partial payment) of one or more invoices, then against the interest accrued in respect of the non-payment (or partial payment) of one or more invoices, and finally against the Client’s oldest outstanding invoices and the current interest, notwithstanding any provision to the contrary.

5.6 The Client shall under no circumstances be entitled to claim any set-off or deduction, and the Client expressly waives any such right.

5.7 Any deviating payment arrangements, including but not limited to those relating to the payment date, shall only be binding if agreed in writing between the parties.

5.8 The Client shall automatically be in default upon the expiry of the payment term, without the need for any further demand or notice of default.

5.9 If an invoice remains wholly or partly unpaid within the aforementioned payment term and after the invoice date, the Client shall owe Collect & Clean interest at the statutory rate plus 2% per annum on the principal sum.

5.10 In the event of judicial or extrajudicial debt recovery, or an attempt thereof, the Client shall be liable – in addition to the principal sum, interest and costs of attachment – for collection costs amounting to 15 per cent of the outstanding principal sum, subject to a minimum of €500. The obligation to pay these costs arises simply from the fact that the Client has been notified by Collect & Clean or a third-party debt collector.

5.11 In the event of the Client being granted a moratorium on payments, (an application for) the Client’s bankruptcy, the dissolution of the Client’s company, (a decision by the Client to) cease operations in whole or in part or to transfer the business or the Client’s company, seizure of a significant part of the Client’s assets, or the Client’s failure to fulfil, or partial fulfilment of,
any contractual obligations towards Collect & Clean even after a written notice of default, all amounts owed by the Client under the agreement shall become immediately due and payable in full. Collect & Clean shall then be entitled to suspend the performance of any agreement concluded with the Client or to terminate that agreement.

Article 6: Complaints
6.1 Complaints must be made in writing within 14 days of the relevant invoice being sent, after which time any right to complain shall lapse.

6.2 If Collect & Clean accepts a complaint as valid, Collect & Clean is entitled either to arrange for replacement, repair or another form of performance free of charge within a reasonable period, or to grant an appropriate price reduction.

6.3 Complaints regarding a specific item on a detailed invoice shall in no circumstances relieve the Client of its obligation to pay the remaining items listed on the invoice within the specified payment term.

6.4 Any right to make a claim shall lapse if the Client, for its part, is in default in any way in the performance of its obligations.

Article 7: Delivery time
7.1 Any delivery time – the period expressly agreed with Collect & Clean, or expressly undertaken by Collect & Clean, within which the work, advice, quotations or provision of services must be carried out or the contract must be performed – is based on the circumstances known at the time the contract was concluded. The delivery time will be observed as far as possible; however, any exceeding of the agreed or customary delivery time caused by a change in the aforementioned circumstances shall not entitle the Client to refuse the services to be provided, nor to terminate the agreement in whole or in part, nor to claim any compensation.

7.2 If the Client fails to fulfil its contractual obligations, Collect & Clean shall be entitled to suspend performance of the contract until the relevant obligation has been fulfilled. Collect & Clean reserves the right to charge the Client for any additional costs incurred as a result of such suspension.

Article 8: Additional and Reduced Work
8.1 Collect & Clean shall notify the Client if the date of completion of the work is likely to be affected by any amendment or addition to the agreed work, to be agreed between the parties.

8.2 If a fixed price has been agreed for the work, Collect & Clean shall inform the Client in advance if any change to or addition to the agreed work, to be agreed upon at a later date, results in the agreed price being exceeded.

8.3 Settlement of additional and reduced work shall take place:
a) Where the Client requests additions and/or changes to the work, and Collect & Clean considers that this will result in the work becoming more onerous and/or more extensive.

(b) In cases where Collect & Clean deems it necessary to make additions and/or amendments to the work (for):

– Proper and professional performance of the contract;
– On the basis of new or amended (government) regulations;
– On the basis of the Client’s failure to fulfil any obligation arising from the contract, where Collect & Clean considers that this results in the work becoming more onerous and/or more extensive.

(c) In cases where settlement as additional or reduced work is specified in the contract or in these terms and conditions, respectively.

Article 9: Amendments and Cancellations
9.1 The Client is entitled to cancel the contract, in whole or in part, in writing. The date of cancellation shall be the date on which the notice of cancellation is received by Collect & Clean. No rights may be derived from a verbal cancellation.

9.2 In the event of a reduction in the quantities agreed in the contract, the Client shall be obliged to pay:

– Up to 6 months before work commences: A reduction in numbers at no cost.
– Up to 3 months before the start of the work: 50% of the agreed rate.
– Up to 1 month before work commences: 75% of the agreed rate.
– Within one month of the start of the work: 100 per cent of the agreed rate.

9.3 In the event of cancellation of the contract, the Client shall be obliged to pay:

– Up to 6 months before the start of the work: Cancellation free of charge.
– Up to 3 months before the start of the work: 50% of the agreed rate.
– Up to 1 month before work commences: 75% of the agreed rate.
– Within one month of the start of the work: 100 per cent of the agreed rate.

Article 10: Work (obligations of Collect & Clean and the Client)

Client’s Obligations
10.1 The Client is obliged to describe the assignment correctly and as accurately as possible. Furthermore, the Client is obliged to confirm any changes (to the assignment) that have occurred since the assignment was specified to Collect & Clean in writing without delay.

10.2 The Client undertakes to do or refrain from doing whatever is necessary for the proper performance of the contract and to make all necessary arrangements in this regard, including by holding the required licences/exemptions, ensuring that, and making available to, as well as ensuring access for Collect & Clean: water, gas, lighting, electricity, space for the installation of storage facilities and materials, good, paved access and
egress routes, and a work site that is easily accessible and passable under all circumstances – including for heavy machinery – where work can be carried out without any obstructions. All at the Client’s expense and risk.

10.3 The Client shall ensure that there are sufficient access wristbands/passes, parking spaces in the crew car park, food, drink and crew catering for Collect & Clean’s staff.

10.4 The Client warrants that the collection containers to be emptied and/or transported will, on the days on which they are emptied and/or collected, be ready on the public highway or on an easily accessible site connected to the public highway, or at a location agreed upon in consultation, and will be readily and freely accessible to Collect & Clean, in such a way that their positioning does not contravene safety and/or traffic regulations and does not pose a danger to Collect & Clean or third parties.

Collect & Clean’s obligations

10.5 The timeframes specified in the agreement within which the work is to be carried out are always approximate. Should these timeframes be exceeded, Collect & Clean shall not be in default or at fault, and the Client shall have no right to compensation and shall not be entitled to suspend its obligations under the agreement. Nor is the Client entitled to terminate or rescind the agreement until the Client has given Collect & Clean written notice of default and has set it a reasonable period within which to carry out the work.

10.6 Collect & Clean is entitled to carry out the work at its own discretion, whether in whole or in part. Collect & Clean is also entitled to engage third parties to carry out the work.

10.7 Unless otherwise agreed in writing, Collect & Clean is not obliged to carry out any work beyond that set out in the agreement.

Article 11: Materials and liability
11.1 The materials shall remain the property of Collect & Clean at all times. The Client is prohibited from selling, letting out or otherwise encumbering the materials, or making them available to third parties.

11.2 From the moment the materials come into the Client’s possession, the risk of loss of or damage to the materials passes to the Client. All materials are deemed to be in good condition at the time they come into the Client’s possession, unless the Client provides evidence to the contrary. The Client is obliged to notify Collect & Clean in writing of any complaints regarding or defects in the materials no later than five days after the materials have come into the Client’s possession.

11.3 The Client is obliged to report any loss and/or damage to the materials to Collect & Clean in writing without delay. ‘Damage’ includes, amongst other things, damage caused by fire, theft and soiling. The damaged materials will be repaired or replaced by Collect & Clean, at Collect & Clean’s discretion. Collect & Clean will invoice the Client separately for the costs of repair or replacement.

11.4 The Client must ensure that the materials are properly stored at its own expense and risk. The Client is obliged to use, handle, load and keep the materials clean with due care and in accordance with their intended purpose.

11.5 Any damage suffered by the Client and/or third parties caused by the materials after they have come into the Client’s possession shall be at the Client’s expense and risk. The Client shall indemnify Collect & Clean, and any third parties engaged by Collect & Clean, against all claims in this regard.

11.6 Costs arising from normal wear and tear of the materials or damage caused to the materials by Collect & Clean shall be borne by Collect & Clean. The Client must accept the repair and/or replacement of the materials by Collect & Clean or by third parties engaged by Collect & Clean. Under no circumstances shall the client be entitled to compensation for inconvenience, loss of time, replacement or any other reason.

11.7 The Client shall be liable for any costs and fines arising from the placement of the materials on its premises and on public roads in accordance with its instructions. The Client shall indemnify Collect & Clean, and any third parties engaged by Collect & Clean, against all claims in this regard.

11.8 Collect & Clean shall not be liable to the Client for any hindrances to the use of the materials caused to the Client by third parties.

11.9 The Client is obliged to return the materials to Collect & Clean in good condition (and, in the case of collection containers, also empty unless otherwise agreed) upon termination of the contract.

Article 12: Intellectual Property and Confidentiality
12.1 The Client is not permitted to remove or alter any brand identification marks or indications of ownership rights affixed to the materials supplied, nor to reproduce the materials or any part thereof.

12.2 All drawings, documents and data provided by Collect & Clean to the Client shall remain the property of Collect & Clean. Collect & Clean retains the copyright to this.

12.3 The waste management plan: the one used by the Client in the permit application will be provided free of charge if the Client enters into an agreement with Collect & Clean. If no further collaboration takes place, Collect & Clean will charge the cost of this plan (€450).

Article 13: Liability of Collect & Clean
13.1 The Client may not hold Collect & Clean liable in any way whatsoever for damage of any kind whatsoever suffered by any party arising out of or in connection with the work carried out by Collect & Clean, except in cases of wilful misconduct or gross negligence.

13.2 Under no circumstances shall Collect & Clean be liable for damage consisting of loss of turnover or goodwill, reduced revenue, loss of profit or any other indirect damage.

13.3 Any damage that is not discovered and reported within seven days of the completion of the
work to which the damage is directly related, or following delivery of the products, shall not be eligible for compensation.

Article 14: Indemnification of Collect & Clean and Liability of the Client
14.1 Except in the event of wilful misconduct or gross negligence on the part of (the management of) Collect & Clean, the Client shall indemnify Collect & Clean against any claims by third parties for compensation for direct and indirect damage and/or costs arising in connection with the agreement.

14.2 The Client shall be liable for any damage caused by it to the staff and/or property of Collect & Clean and/or for any damage arising as a result of instructions given to Collect & Clean by or on behalf of the Client.

14.3 Under no circumstances shall Collect & Clean accept liability for the contents of the collected waste and/or residual waste released during the cleaning process, nor for any damage resulting from any environmental damage caused thereby.

14.4 The Client shall at all times be liable for any loss or damage arising from the Client’s failure to fulfil its obligations under the contract.

Article 15: Force majeure
15.1 Collect & Clean may invoke force majeure. Force majeure is defined as: any circumstance beyond the control of Collect & Clean or which is unforeseeable, as a result of which (timely) performance of the contract cannot reasonably be expected.

15.2 In this context, the following shall also be regarded as force majeure:
– A disruption to Collect & Clean’s operations or any impediment that prevents the normal performance of the contract, or renders such performance costly or onerous;
– Disruption to the operations of customers or suppliers, or to other third-party businesses on which Collect & Clean relies for the (timely) performance of the agreement;
– Strike, illness or accident affecting staff responsible for carrying out the assignment;
– (Civil) war, threat of war, insurrection, riots, (natural) disasters, accidents, fire, transport disruptions, government measures affecting the performance of the contract, as well as all other unforeseen events within Collect & Clean or within the businesses from which Collect & Clean sources goods for the purpose of performing the contract.
– Delayed or non-acceptance of waste by a treatment or processing facility.
– Delayed or incorrect delivery, for whatever reason, of goods ordered by Collect & Clean in a timely and proper manner for the purposes of the assignment to be carried out.

15.3 In the event of force majeure, the Client shall give Collect & Clean the opportunity to fulfil its obligations. If the force majeure situation persists, Collect & Clean is entitled to demand that the contract be amended in such a way that it can be performed.

15.4 If the latter is not reasonably possible within a reasonable period, each party shall be entitled to terminate the agreement in writing (out of court) or to have it terminated. The notice of termination must be given in writing to the other party. In the event of termination due to a force majeure situation as described in this paragraph, neither party shall be liable to the other for any (consequential) damages.

15.5 If, at the time the force majeure event occurs, Collect & Clean has already fulfilled its obligations in part, or will only be able to fulfil them in part, it shall be entitled to invoice for this separately.

Article 16: Final Provisions
16.1 Orders accepted by, and terms and conditions agreed with, representatives of Collect & Clean must be confirmed in writing by persons authorised to sign on behalf of Collect & Clean before they become binding on Collect & Clean.

16.2 Quotations, advice and work, as well as contracts relating to the provision of services and their performance, shall be governed exclusively by Dutch law.

16.3 All disputes shall be settled exclusively by the competent court in The Hague, unless mandatory law provides otherwise.

16.4 If one or more provisions of these terms and conditions are void or otherwise unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to agree on such an arrangement (or arrangements) as will, as far as possible, approximate the effect of the non-binding provision(s).