Twint B.V., Twint Industrial services B.V., Twint Logistic & Waste Services B.V.
Article 1. Definitions
Waste: all substances offered to Twint as part of the implementation of an Agreement concluded between the parties, which the Client discards;
Services: the performance of (an) Assignment (s), the delivery and / or rental of Material and the performance of other services;
Equipment: (large) equipment, including waste collection point (s) that is owned by Twint or that Twint, in turn, rents / leases and makes available to the Client;
Assignment: an assignment given by the Client to Twint to perform agreed work;
Client: every company that enters into an agreement with Twint;
Agreement: the agreement for the delivery of Services and/or products and/or the hiring/ making available of Equipment by Twint to the Client;
Twint: Twint B.V, Twint Industrial services B.V, Twint Logistic & Waste Services B.V.
Conditions: these general conditions.
Article 2. General
- The Terms and Conditions apply to the delivery of all Services and every Agreement between Twint and the Client.
- General terms and conditions of the Client are not applicable when these have not been explicitly accepted in writing by Twint.
- All offers from Twint, in whatever form, are without obligation. They do not bind Twint and only serve as an invitation to place an order, unless stated otherwise in writing for Twint or if Twint has started performing the Service.
- If the Agreement contains provisions that are contrary to the Conditions, the provisions of the Agreement prevail.
- If one or more provisions of the Terms and Conditions are invalid or destroyed, the remaining provisions of the Terms and Conditions remain fully applicable. Twint has the right to replace (a) new provision (s) in place of the invalid or voided provision (s), whereby, if and when possible, the purpose and scope of the original provision (s) are taken into account.
- The clauses in these Terms and Conditions have been made for the benefit of the directors of Twint and all natural and legal persons who are or were employed by Twint or are involved in the provision of services by Twint, whether or not by virtue of an employment contract.
Article 3. Agreement and general obligations
- The agreement is only concluded as soon as Twint has accepted the assignment in writing or electronically or has commenced its implementation. The quotation, order confirmation or acceptance by Twint is based on the information provided to Twint by the Client at the time.
- The Client ensures that:
a. Twint receives timely possession of all useful and necessary information, documents and data that Twint needs to perform the Assignment;
b. All facts and circumstances relevant and necessary to the Assignment, arising among other things from changes in the policy and/or organization of the Client and changes in its immediate (market) environment, are reported to Twint as soon as possible, so that can take this into account when performing the Assignment:
c. The employees of engaged third parties involved in the performance of the Assignment are sufficiently available and employable by the Client.
- Twint is not obliged to check the information provided by the Client for accuracy. Client guarantees that the information provided is correct and complete. Shortcomings in the services of Twint that are the result of incorrect or incomplete information from the Client cannot be attributed to Twint. The Client is liable for the damage resulting from the fact that the information provided by the Client to Twint is incorrect or incomplete.
- The client acknowledges and accepts that adjustments to (the content of) an Agreement may influence the agreed schedule. If modification of (the content of) the Agreement is the result of requests or actions by the Client or other circumstances attributable to the Client, Twint will take the additional work that may arise from this on the basis of its usual rates as an additional or separate assignment.
- All information provided by Twint may only be used for the purpose for which it was provided.
- The Client is obliged to provide all reasonable cooperation at all times in order for Twint to comply with the Agreement.
Article 4. Assignments
- Twint selects the employees or third parties that are required for the Assignment based on the qualities and skills known to Twint, availability of the employees or third parties and the provided information to Twint regarding the Assignment by the client.
- Twint is free to assign the person/people to execute the Assignment, unless other agreements have been made prior to the finalization of the Agreement regarding the person/people who(m) execute the Assignment.
- Twint shall ensure that third parties to be selected for the execution of the Assignment possess the expertise, qualifications and requirements in accordance with applicable legislation and are fully qualified to perform the work.
- If Twint does not deliver, this is not a shortcoming by Twint and therefor is Twint not liable for any damage suffered by the Client.
- Assignments are carried out under the direction and supervision of Twint or selected third parties by Twint. Client is fully responsible and ensures a safe working environment for the Twint employees and/or third parties and meeting compliance standards of legislation during the Agreement. Twint ensures that its employees and/or engaged third parties meet the requirements with regards to safety and work clothing.
- Client acts in accordance with all standards, rules, regulations (including the applicable Collective Labor Agreement), regulations and measures with regards to safety, environment, health and working conditions.
- The Client is not permitted to assign a different assignment than agreed with Twint.
- Parties will provide each other requested and non-requested information that is necessary to execute Assignment per the Agreement.
- If the Client has the opinion that an employee and/or an engaged third party engaged by Twint behaves in such a way, during the performance of the Assignment, that is unacceptable for the Client, the Client is authorized to report this directly to the relevant employee or third party. After reporting this directly to the relevant employee and/or third party the Client immediately informs Twint.
- When an employee of Twint behaves in such a way that the Client has reason to request termination of the employment contract with immediate effect or otherwise Twint will adhere to necessary measures. The Client will always assist Twint in taking the measures.
- When Twint has the opinion that the measure referred to in the previous paragraph is not appropriate, they will inform the Client, stating the reasons, and there will be a consultation between the parties. In the event that the parties do not reach an agreement on the measures to be taken with regards to the employee in question, the Client may determine that the employee in question may no longer be engaged by Twint for the performance of an Assignment.
Article 5. Renting Equipment
- The Equipment may only be used at the agreed location and/or for the agreed purpose and only in accordance with the specifications and capacities. No other use is permitted.
- The Client acknowledges that the Equipment belongs to and will at all times remain the property of Twint.
- Unless specified otherwise in the Agreement, mobilization, demobilization and transport of the Equipment by Twint and/or its third parties will take place at the expense of the Client.
- Upon delivery to the Client, the Equipment is functioning properly, well maintained, in good condition and free of defects.
- The Client must immediately check the condition of the Equipment upon receipt. The Client must notify the Contractor immediately in writing after receipt of the Equipment if the Equipment does not meet the requirements referred to in the previous paragraph. Failing Equipment should have been received as mentioned in the previous paragraph.
- The Client is not permitted to provide the Equipment (for example in rent, sublease or on loan) and/or to provide any rights, of any nature whatsoever, to or in the Equipment to anyone.
- The Client is obliged to take good care of the Equipment and to maintain, treat, use, load and clean the Equipment carefully and exclusively in accordance with the specific agreed purpose. Any damage to the Equipment should be reported to Twint immediately.
- If the Equipment is a waste collection point, the Client is not permitted to relocate the Equipment. In that case it is also not permitted to have the Equipment emptied by third parties.
- If the Client makes employees available for the using the Equipment, the Client shall ensure that the person who has been instructed to operate the Equipment fully possesses the expertise, qualifications and meets the requirements for carrying out the work with the Equipment to perform the end product.
- Twint has the right to inspect the Equipment at any time and/or to have it replaced or have it replaced with equivalent Equipment.
- If necessary during the duration of the rental period, Twint will take care of the repair and maintenance of the Equipment. The Client is not permitted to carry out such repairs and/or maintenance itself without the written permission of Twint. If repair and/or maintenance is required as a result of acts of omissions, including incorrect handling or use, by or on behalf of the Client, the costs of repair and/or maintenance, including – but not limited to – the costs of labor, materials, travel costs and transport costs, are for the account of the Client.
- The Client ensures that Twint has access to all its sites, spaces, etc. at any time in order for Twint to inspect the Equipment and to meet its obligations arising from the Agreement.
- The Client carries full responsibility for the Equipment during the rental of the Equipment and – if applicable – what is being transported with the Equipment and the driver of the Equipment.
- The client must take care of all necessary permits, certificates and (supplementary) insurance for so far the Twint insurance is not sufficient. It is the responsibility of the Client to check this. If and when Twint needs to have certain permits and certificates, it is up to the Client to inform Twint about this in good time and to assist – if necessary – in order to obtain the relevant permit, certificate or insurance.
- The Equipment must be returned to Twint at its first request, emptied and in the same condition as received, clean and without damage.
Article 6. Offering, receiving, acceptance and/or processing or processing waste
- Client offers the Waste Materials at the agreed location.
- Client is always obliged – also unsolicited – to provide Twint with all samples, data, documents and information that it knows or suspects that may be of importance to Twint or the performance of the Agreement.
- All work to be performed and goods to be delivered or made available by Twint are partly based on the samples, data, documents and information provided by the Client, of the accuracy and completeness that is projected. Without prejudice to other rights in this regards, Twint is not obliged to pay any compensation for damage and/or costs arising as a result of the incorrectness and/or incompleteness of the samples, data, documents and information provided by the Client.
- The Client is obliged to only use the Equipment prescribed by Twint.
- The Client is obliged to comply with all laws and regulations and all instructions, indications, etc. that Twint provides for the performance of the Services.
- Twint may instruct, have a part or the entire Agreement commissioned/executed by a third party.
- Twint has the right to carry out the work at its own discretion (in parts). From the moment that Twint has accepted Waste Materials, including the packaging, these are property of Twint and they are at the expense and risk of Twint, this is not applicable if the Client has not complied with one of its obligations under the Agreement and/or the Conditions.
Article 7. Price and payment
- Unless explicitly stated otherwise in the Agreement, the price is based on the execution of normal working hours per day and/or per week and under normal circumstances and normal working conditions that are applicable in the Netherlands.
- The price only includes the reimbursement for the execution of the Agreement, unless otherwise agreed.
- If Twint is depending on information from the Client for the calculation of the price, the Client must provide Twint with this information as soon as possible, but in any case at least on a weekly basis on the first day of the following the week on which the information relates. At Twint’s first request, the Client will provide Twint with all information that it necessary for checking the information previously provided by the Client.
- The price does not include VAT and does not include fines and/or periodic penalty payments imposed on Twint as a result of an act or omission on behalf of the Client.
- When costs of Twint related to the implementation of the Agreement increase, Twint is entitled to charge these costs on to the Client when the Client has been informed in a timely manner.
- Costs for training courses that are made mandatory by the Client and offered in that context, a training period and/or other incidental costs that Twint incurs in connection with the performance of its service are at the expense of the Client.
- Twint sends a monthly invoice. Client must have paid the invoice amount within 30 days of the invoice date.
- Opdrachtgever is niet bevoegd zijn verplichtingen jegens Twint op te schorten of hetgeen zij van Twint te vorderen heeft te verrekenen met of in mindering te brengen op hetgeen de Opdrachtgever aan Twint verschuldigd is. The Client is not authorized to suspend its obligations towards Twint or to set off or deduct from Twint regarding any liabilities.
- All payments made by the Client to Twint are first deducted from the interest and costs owed by the Client to Twint, starting from the oldest outstanding invoice.
- All rights claimed by the Client due to shortcomings in the fulfillment of its obligations by Twint must be invoked in writing within fourteen (14) days after the Client has discovered the defect or could reasonably have discovered it, when failing the rights of the Client expire. The rights of the Client in this regard also lapse when, without the express written permission of Twint, it has tried to remedy an alleged defect.
- Complaints with regards to invoices must be submitted to Twint in writing, stating the reasons, within seven (7) days after the invoice date, The rights of the Client in this regard also lapse when this is not met.
Article 9. Termination of the agreement
- Twint has the right to terminate the Agreement with immediate effect, without being obliged to pay compensation for damage if:
– the Client applies for a suspension of payment or suspension of payment is granted;
– the Client applies for its own bankruptcy or is declared bankrupt;
– the Client’s company is liquidated;
– the Client ceases its current business;
– a substantial part of the assets of the Client are seized.
- The options for termination referred to in the previous paragraph do not affect the liability for fees already charged or to be charged by Twint for work that has been performed.
Article 10. Liability, damage and indemnity
Liability with regards to employees of Twint
- Client compensates the employee or engaged third parties of Twint for all damage that he or she suffers in the performance of the work for which the Client and/or Twint may be liable for this based on Articles 7: 658 and 7: 661 of the Dutch Civil Code.
Liability with regards to Equipment
2. Twint is responsible for the condition of the Equipment upon delivery of the Equipment. Twint will devote all reasonable care to the maintenance of the Equipment. The Client explicitly accepts the Equipment for hire entirely at its own risk.
3. Twint is never liable for damage as a result of incorrect and improper use of the Equipment. Incorrect use is in any case is to be understood as use for purposes other than those for which the Equipment is suitable.
4. Twint is not liable for damage (including company damage) or extra costs as a result of the Equipment not functioning or not functioning as expected. Twint is not liable for damage in connection with the use of (parts of) the Equipment and accessories such as; damage to the Equipment itself and to or by the load as well as for any claim by third parties with regards to the Client’s use of the Material.
5. Twint is only liable for damage suffered by the Client as a result of an attributable shortcoming in the execution of the Agreement by Twint.
6. Without prejudice to the other provisions in this article, the liability of Twint is at all times limited to the amount that is paid out under the liability insurance of Twint in the relevant case, minus the amount of deductible.
7. Consequential damage, indirect damage, loss suffered, lost profit, lost income or other business damage of the Client, regardless of the manner in which they arise, is not eligible for compensation by Twint.
8. Twint has a liability insurance customary to the industry and ensures that it maintains this insurance at all times.
9. In the event of damage in connection with the Agreement, the Client will immediately, but at the latest within 5 days after the discovery of the damage or after the Client should have discovered the damage, inform Twint and provide the necessary information regarding the circumstances and extent of the damage after delivery, on punishment of forsaking all rights.
10. All claims of the Client under this article lapse one year after the service in question has been provided.
11. The client is obliged to take out a liability insurance for damage arising from its liability towards third parties (including the employees of Twint and the third party engaged by Twint and/or Twint in the context of the Agreement).
12. Twint is not liable for damage resulting from the fact that the client or its employees or third parties engaged has not properly followed the advice provided orally or in writing by Twint.
13. The provisions of these Terms and Conditions also apply to the Client for the benefit of all (legal) persons whom Twint controls during the performance of the Agreement.
14. The previous provisions do not affect any liability based on mandatory law.
Article 11. Force majeure
- Twint is not obliged to fulfill any obligation towards the Client if it is hindered by a force majeure situation. Force majeure is understood to mean, in addition to what is included in the law and case law, all external causes, foreseen or unforeseen, over which Twint cannot exercise any influence, but as a result of which it is unable to fulfill its obligations of the Agreement. If a situation of force majeure lasts longer than ninety days, both parties have the right to terminate the agreement in writing.
- In the case of force majeure, what has already been performed under the agreement will be charged proportionally.
Article 12. Confidentiality
- The parties are obliged to strict confidentiality with regards to both of their business operations and business data. Parties will not disclose information that is of a confidential nature or that may harm a party’s position. Parties will not make any public announcements about the Agreement or its content without the written permission of the other party.
- The obligation of confidentiality does not apply (i) when it has already become part of the public domain at the time of entering into the Agreement, provided that it concerns information that has not become public through unlawful acts of one of the parties, ( ii) must be disclosed based on a final judgment and/or other legal obligation, or (iii) advisors with an obligation of confidentiality must be made available.
Article 13. Applicable law and competent court
- Dutch law applies to the Terms and Conditions and the Agreement.
- All disputes are submitted to the competent court in Alkmaar.