1. Application
1.1 These terms and conditions of sale and delivery apply in any relationship between RGS NORDIC and the customer, unless otherwise agreed in writing.
2. Offer
2.1 Quotations submitted by RGS NORDIC are valid for 30 days from the date of the quotation, unless a shorter period is stated in the quotation. A quotation may also lapse if the terms of delivery, including prices, for Blue Phoenix's disposal of the soil/waste are changed.
3. Order
3.1 An order is only binding for RGS NORDIC when RGS NORDIC has submitted a written order confirmation.
3.2 The customer must in a reasonable time provide RGS NORDIC with all information that may be relevant for RGS NORDIC's receipt of soil/waste. The customer guarantees that all information given to RGS NORDIC is correct.
4. Quantities
4.1 Upon delivery, RGS NORDIC weighs the soil/waste. The quantity is weighed in tonnes or loaded in loose measure (m3).
5. Transfer of risk and liability
5.1 The risk and responsibility passes to RGS NORDIC at the time when the soil/waste is unloaded at the facility. However, the risk and responsibility do not pass to RGS NORDIC if the composition of the soil/waste deviates significantly from what is assumed in the offer or cannot be treated at the facility within the framework of RGS NORDIC's environmental approval. In that case, the risk remains with the customer, and the partners must in all respects be treated as if the risk and responsibility for the land/waste had never passed to RGS NORDIC, regardless of whether RGS NORDIC otherwise had control over the land/waste. In such cases, the soil/waste is treated according to section 10.
6. Prices
6.1 The price stated in the offer presupposes that the soil/waste corresponds to that stipulated in the offer. If the delivered soil/waste does not correspond to what was stated, RGS NORDIC is entitled to demand additional payment for this and for any costs for sorting.
6.2 The prices stated in the offer are exclusive of VAT and any government taxes, unless otherwise agreed. Changes in VAT and other taxes, as well as costs for Blue Phoenix's disposal of the soil/waste, mean that the seller can adjust the prices accordingly and with immediate effect.
6.3 In addition to what is stated in clauses 6.1-6.2, Blue Phoenix is entitled to adjust the prices with 1 month's written notice. If the customer cannot accept such an adjustment, the customer is granted the right to terminate the contractual relationship with Blue Phoenix in writing until the expiry of the relevant period of 1 month.
7. Terms of payment
7.1 Invoicing takes place for each individual delivery, after weighing and checking the individual deliveries, according to the prices stated in the offer per ton, so that it will always be rounded up to the nearest ton. Payment terms are net cash, unless otherwise agreed in writing.
7.2 In case of payment after the due date, interest is calculated at 1,5% per month.
8. Public Permits
8.1 RGS NORDIC reports in accordance with applicable laws and regulations the quantity, type, etc. received. to the relevant authorities.
8.2 The customer is responsible for applying for and obtaining all permits and approvals necessary for the customer's storage and transport of the soil/waste.
9. Customer's conduct
9.1 The customer is obliged to ensure that the transport to RGS NORDIC's facility takes place in a safe manner in compliance with all applicable laws, rules and regulations, and that those in charge of the transport are familiar with and comply with RGS NORDIC's and any third party's rules for delivery and reading, including but not limited to rules for traffic, behavior and stay.
10. Missing
10.1 If at any time it is established that the composition of the soil/waste does not correspond to what was assumed in the offer, RGS NORDIC can either i) dispose of the soil/waste at the customer's expense and risk, or ii) receive the soil/waste against additional payment and compensation for possible damages.
11. Disclaimer
11.1 The customer is not entitled to compensation for indirect losses or consequential damages, including but not limited to operating losses, loss of business opportunities, loss of profit, loss of goodwill, loss of interest, etc.
11.2 RGS NORDIC's total liability for claims is limited to the value of the order, however a maximum of DKK 1.000.000.
12. force majeure
12.1 RGS NORDIC is not responsible to the customer for RGS NORDIC's delayed or non-performance as a result of force majeure. Among other things, force majeure is considered operational disruptions in communication networks, failure of the electricity supply, authority requirements, lockouts, strikes, terror, acts of war, riots, nuclear disasters, natural disasters, epidemics, fires, floods, hurricane-like storms, sabotage, vandalism, disruptions caused by computer viruses, hacking etc., regardless of force majeure - the event affects RGS NORDIC, its representatives or (sub)suppliers.
12.2 RGS NORDIC's obligations will, in the event of force majeure, be postponed on a day-to-day basis corresponding to the time period in which the force majeure occurs. RGS NORDIC's obligations resume when force majeure no longer exists.
13. Disputes
13.1 Any dispute between the parties, including disputes regarding the existence or validity of the agreement and disputes regarding this arbitration clause and the arbitration process, is subject to Danish law, with the exception of choice of law rules that may refer the dispute to the legal rules of another country, and must be finally settled by arbitration at the Arbitration Institute .
13.2 Each Party appoints an arbitrator, while the chairman of the arbitration court is appointed by the Arbitration Institute. If a Party has not appointed an arbitrator, no later than 30 days after the Party has submitted or received notification of a request for arbitration, the Arbitration Institute will also appoint this arbitrator. The arbitration court must have its seat in Copenhagen. In addition, the rules adopted by the Institute of Arbitration apply, which apply when the arbitration proceedings are commenced.
