1. Application
1.1 These terms and conditions of sale and delivery apply to all transactions between Blue Phoenix Denmark A/S (Blue Phoenix Denmark) and the customer, unless otherwise agreed in writing.
2. Offer
2.1 Offers made by Blue Phoenix Danmark are valid for 30 days from the date of the offer, unless a shorter period is stated in the offer. An offer may also lapse if the delivery terms, including prices, for Blue Phoenix Danmark's disposal of the soil/waste are changed.
3. Order
3.1 An order is only binding for Blue Phoenix Danmark when Blue Phoenix Danmark has issued a written order confirmation.
3.2 The customer must provide Blue Phoenix Danmark with all information that may be relevant to Blue Phoenix Danmark's receipt of soil/waste in a reasonable time. The customer warrants that all information provided to Blue Phoenix Danmark is correct.
4. Quantities
4.1 Upon delivery, Blue Phoenix Danmarks will weigh 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 shall pass to Blue Phoenix Danmark at the time the soil/waste is unloaded at the facility. However, the risk and responsibility shall not pass to Blue Phoenix Danmark if the composition of the soil/waste deviates significantly from that assumed in the offer or cannot be processed at the facility within the framework of Blue Phoenix Danmark's environmental approval. In such a case, the risk shall remain with the customer, and the partners shall in all respects be treated as if the risk and responsibility for the soil/waste had never passed to Blue Phoenix Danmark, regardless of whether Blue Phoenix Danmark otherwise had control over the soil/waste. In such cases, the soil/waste shall be processed in accordance with clause 10.
6. Prices
6.1 The price stated in the offer assumes that the soil/waste corresponds to what is stated in the offer. If the delivered soil/waste does not correspond to what is stated, Blue Phoenix Danmark is entitled to demand additional payment for this and for any sorting costs.
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 Denmark'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 Danmark 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 Danmark 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 Blue Phoenix Denmark reports the quantity, type, etc. received to the relevant authorities in accordance with applicable laws and regulations.
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 Blue Phoenix Danmark's facility is carried out in a safe manner in compliance with all applicable laws, rules and regulations, and that those responsible for the transport are familiar with and comply with Blue Phoenix Danmark's and any third party's rules for delivery and unloading, including but not limited to rules for traffic, conduct and residence.
10. Missing
10.1 If at any time it is determined that the composition of the soil/waste does not correspond to that stipulated in the offer, Blue Phoenix Danmark may either i) dispose of the soil/waste at the customer's expense and risk, or ii) receive the soil/waste against additional payment and indemnity for any 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 Blue Phoenix Denmark's total liability for claims is limited to the value of the order, but not more than DKK 1.000.000.
12. force majeure
12.1 Blue Phoenix Denmark is not liable to the customer for Blue Phoenix Denmark's delayed or non-fulfillment as a result of force majeure. Force majeure includes, among other things, operational disruptions in communication networks, power supply failures, regulatory requirements, lockouts, strikes, terrorism, 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 whether the force majeure event affects Blue Phoenix), its representatives or (sub)suppliers.
12.2 In the event of force majeure, Blue Phoenix Denmark's obligations will be postponed on a day-to-day basis corresponding to the period of time during which the force majeure occurs. Blue Phoenix Denmark's obligations will 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.
14. Security
At Blue Phoenix Danmarks, many trucks arrive every day, and heavy machinery is used at the facility. This results in particularly heavy traffic in the access and unloading areas. It is therefore necessary to comply with safety regulations at Blue Phoenix Danmarks' facility, which apply to all traders and visitors.
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