(1) EnviroPorts SARL (hereinafter EnviroPorts) is a private company with limited liability involved in, among other things, the collection of (shipping) waste, ship cleaning and (industrial) cleaning.
(2) These General Terms and Conditions are part of all offers made by EnviroPorts and apply to all agreements which it enters into with its Principals. EnviroPorts considers those agreements to be commission contracts. In the event of any conflicts between the main agreement and these General Terms and Conditions, the main agreement prevails. EnviroPorts is authorised to engage the services of third parties for the performance of the agreement. Third parties engaged by EnviroPorts in the performance of the assignment can also invoke these General Terms and Conditions against EnviroPort’s principal.
(3) If one or more provisions of these General Terms and Conditions are or become non-binding, the other provisions will continue to be applicable. The parties undertake to adopt a new provision or provisions in that event that approximate the purport of the non-binding provision(s) as much as possible.
(4) The dates or terms used by EnviroPorts for the commencement or duration of the activities are intended as an indication and never constitute a deadline.
2. The Principal’s Obligations
(1) The Principal warrants the accuracy and completeness of the information it provides, including relevant information regarding the origin, quantity and composition of the (waste) substance to be collected, the characteristics of the object to be cleaned, the products that were stored in that object, and the location where the work is to be performed.
(2) The Principal is responsible for ensuring that, as from the scheduled commencement date,
- The location where the work and/or collection are to be performed is sufficiently accessible for the equipment/personnel to be deployed by EnviroPorts, and
- The work can commence safely, and
- If so desired by EnviroPorts, the work can be performed in succession. The Principal must at all times comply with the instructions given by EnviroPorts. The Principal will be charged for any delays or costs incurred by EnviroPorts if the work cannot be started or finalised and this is not attributable to EnviroPorts. In the case of (industrial) cleaning activities, the principal is responsible for the security of the installation or the object to be cleaned.
(1) EnviroPorts is not required to compensate any loss or damage other than direct harm to individuals or damage to goods that can be attributed to its intent or gross neglect. EnviroPorts is not liable for consequential damage or losses due to delays. EnviroPorts is not liable vis-à-vis The Principal for a failure by a third party engaged by EnviroPorts. EnviroPorts is authorised by The Principal to accept any third-party limitations on liability. Any and all liability on the part of EnviroPorts is limited to the invoice value of the assignment during which the harmful event occurred.
(2) The Principal indemnifies EnviroPorts against all claims by third parties that are related in any way to the work performed for the Principal, and is responsible for the actual costs of legal assistance and internal organisational costs incurred by EnviroPorts, except in the case of gross neglect or intentional misconduct on the part of EnviroPorts. The internal organisational costs have been fixed at USD 150- per hour. The number of hours will be established based on EnviroPorts’ accounting records, with the exception of proof to the contrary.If the information provided by the Principal is incomplete or incorrect or there are any signals in that respect and EnviroPorts is forced to incur additional costs (for example, additional processing costs/analysing costs) or otherwise suffers loss or damage (for example, as a result of penalties, other government measures, a lower sales price, contamination of other lots, stagnation of its collection centre or damage to its (collection) equipment), the principal will be liable.
4. Composition of (shipping) waste
The Principal warrants that the (waste) substances it delivers meet EnviroPorts’ acceptance conditions, which are based on its collection permit. Additional costs ensuing from the failure, presumed or otherwise, to comply with said acceptance conditions will be charged on to the Principal. No waste substances may be presented as shipping waste if they were not generated in connection with ordinary operations on board the ship and/or the shipment of cargo.
The Principal is liable for all loss or damage ensuing from deviations between the specifications and the (waste) substances delivered, regardless of the fact that EnviroPorts will subsequently analyse the substances delivered. This is because the results of the analysis are not announced until after further processing.
Unless stated to the contrary, all information obtained by the Principal in connection with the work by EnviroPorts under the terms of the agreement shall be deemed to be confidential information and the Principal shall ensure that confidential information is not divulged by the Principle, Personnel or any by any other of its servants or agents to any third party.
Not withstanding the foregoing, the Principal is granted permission to share such confidential information with such other parties to the extent that (i) such information needs to be shared to enable the Principal to fulfil its obligations to EnviroPorts and/or (ii) to adhere to a formal request of any local Authorities. The obligations under this Clause shall continue for twelve (12) months running from the completion or termination of the service.
6. Force Majeure
If the performance of the agreement by EnviroPorts is delayed or impeded by force majeure, EnviroPorts will be authorised to suspend the performance of the agreement or terminate the agreement in full or in part without this entitling the principal to any damages.Force majeure also includes (strong indications of) incorrect or incomplete information provided by the Principal, inaccessibility of the location, the failure of the Principal to be prepared for the work, lack of personnel or collection equipment, government impediments, changed scheduling as a result of an urgent assignment, inclement weather and if there are grounds to fear that the Principal will not comply with its obligations.
7. Compensation, invoicing and payment
(1) Offers made by EnviroPorts are valid for 30 days, are free of obligation, and can be cancelled. Offers made by EnviroPorts are exclusive of VAT and expenses and pertain to a single lot of waste or a single project. The prices stated are expressed as prices per quantity of waste and as prices per quantity of contamination to be removed. The prices stated for carriage per hour and/or working hours are standard prices for carriage or work during the day. A higher rate can be charged for assignments to be performed during the evening, at night, on weekends or for urgent assignments.
(2) Additional costs or additional work, in other words, that which is not described in the offer as being included in the price, will be charged separately based on EnviroPorts’ customary rates. No explicit assignment is required.
(3) Payment must be made into EnviroPorts’ account within 15 days after the completion of operation date, without The Principal being entitled to offset amounts or to suspend payment. After the lapse of this period, The Principal will be in default and all costs, legal and otherwise, actually incurred in order to obtain payment out of court will be borne by The Principal and The Principal will owe statutory commercial interest.
(4) Payments serve first as payment of costs owing, then to interest owing and finally as payment of outstanding invoices, beginning with the oldest outstanding invoice, even if the Principal states that the payment pertains to a later invoice.
The Principal can only terminate the agreement if EnviroPorts has not yet commenced its work. Termination is affected in writing and, upon termination, the principal is required to pay any preparation costs incurred thus far. EnviroPorts can establish such costs unilaterally that must be covered by The Principal.
The legal relationship between EnviroPorts and the Principal is governed by the of laws and Jurisdiction of England.