General Terms and Conditions of Business – WSA – Waste Service GmbH

General Terms and Conditions of Business of WSA - Waste Service GmbH

Certified as per ISO 9001 & ISO 14001

WSA – Waste Service GmbH
Habersdorferstraße 21, 8230 Hartberg
Tel.: 03332/66 3 68, Fax: DW-4,
E-Mail: office(at)wsa.co.at, www.wsa.co.at 
FN 441564 i, Landesgericht für ZRS Graz,
UID: ATU 69991039

Today's waste is tomorrow's raw material!

1. Scope of Applicability

1.1. These terms and conditions (hereinafter referred to in abbreviated form as "GTC") of M/s. WSA - Waste Service GmbH (hereinafter  referred to in abbreviated form as "WSA"), apply exclusively, insofar as nothing to the contrary has been expressly agreed to in writing, to all legal relationships of M/s. WSA. Collateral agreements, supplements or amendments to these terms and conditions must be made in writing. This also applies to any deviations concerning the written form itself being required.

1.2. Should any provision or part of a provision of these terms and conditions be ineffective, or become ineffective during the validity of these terms and conditions, the validity of the rest of these terms and conditions shall remain unaffected thereby. In this case, the respective contractual partner undertakes to replace the ineffective provision, with a provision which is legally valid, and comes as close as possible in effect, to the commercial objective of the legally ineffective provision.

1.3. All the following terms and definitions used in these GTC are based on the relevant Austrian laws in the version currently applicable.

• Waste: Substances described in § 2 paragraph 1 of the AWG (Waste Management Act) 2002, including spent oils and waste substances.

• Acceptance: The taking into safekeeping of waste handed over, delivered or collected, which is to be distinguished from the takeover.

• Client: Contractual partner, who commissions M/s. WSA with the collection, transportation and handling of waste or with the provision of containers for the disposal of waste.

• Takeover: The confirmation, to be differentiated from the acceptance described in § 18 of the Waste Disposal Act of 2002 (AWG 2002), to take over waste of all types, as a result of which the treatment obligations are transferred to WSA.

1.4. The conditions apply to all present and future services provided by WSA to the client, in particular for the collection of waste, as well as the provision and transportation of containers for disposal of waste.

1.5. Furthermore, the conditions apply to the legal relationship of M/s. WSA to the transporter, in accordance with point 2.5 of these conditions.

1.6. These GTCs apply from January 1, 1999 for all new and existing contractual relationships.

2. Offer and Acceptance

2.1. Offers are created by WSA to the best of their knowledge and expertise. Offers made by WSA are subject to printing mistakes and other errors.

2.2. The creation of offers by WSA is free of charge, unless otherwise agreed upon.

2.3. Offers, acceptances and agreements come into existence only upon written confirmation by M/s. WSA. WSA is however entitled in individual cases, to validate even a verbal acceptance of a contract.

2.4. By signing on the delivery note and the notification form, the client confirms the proper placement of the order, as well as the commissioning of the transporter to deliver the waste to WSA on behalf of, and for the account of the client.

2.5. The transporter shall confirm the appointment by signing the delivery note referred to in point 2.4., and if an assignment does not exist or cannot be determined, he shall, at the option of WSA, pick up the waste himself, or have the appropriate treatment of the waste carried out at his own expense.

2.6. Takeover of waste: unless otherwise agreed, WSA charges for the takeover of hazardous and non hazardous waste.

3. Order modifications and supplementary agreements

3.1. A price agreed to by WSA after inspection and / or drawing of samples shall be binding insofar as the quantity and quality of the samples correspond to the actual quantity and quality of the material. If during the course of an existing business relationship the quantities or qualities of the materials change, an adaptation of the price, corresponding to the actual additional costs shall be agreed upon, and the prices for the sampled material do not apply.

3.2. Modifications in the order or supplementary contracts shall be agreed to in writing.

3.3. If material that does not correspond to the criteria set out in point 3.1 is handed over by the client, an order shall be deemed to have been placed in this respect, and any additional costs which WSA incurs in this connection shall be reimbursed by the client, provided nothing to the contrary has been agreed to between WSA and the client in writing and insofar as nothing has been agreed to otherwise in these GTCs. The additional costs shown shall be billed to the client in the next billing period.

4. Order execution, labelling and investigations

4.1. In case of unforeseen circumstances, for which WSA could not be held culpable at least for gross negligence, WSA can undertake treatment other than the treatment mandated by its duties in accordance with the contract, provided this alternative treatment complies with statutory and / or official provisions. If need be, increased costs incurred shall be borne by the client in this case. The client shall be immediately informed of this alternative treatment.

4.2. Weighing on a public weighbridge is decisive for determining the quantities of waste.

4.3. The waste passed on to WSA must bear accurate and complete identification markings specifying type, composition and hazards. The consignment note must contain the necessary information and instructions. This shall be confirmed by the client by his signature on the consignment note and the delivery note and on the acceptance papers by WSA.

4.4. The containers must comply with the law and applicable standards, and shall bear the name and address of the client and the identification labelling of the contents. It must also be marked clearly and permanently, in a weather-proof manner with the other statutory provisions and applicable standards. The containers themselves must be suitable for warehousing, weatherproof, sealed and secured against unauthorized opening. Inadequately marked or unsuitable containers shall not be accepted. The markings must match the delivery and consignment notes.

4.5. In case of incorrectly marked waste, the client / transferor has to bear the cost of sorting, interim storage, manipulation and the costs involved in substitute rendition of service.

4.6. The client has to make provision for having investigations conducted and expert opinions created for the intended treatment at his own expense. Analysis by the clients themselves shall require written recognition by WSA. If there are doubts regarding the correct labelling of the waste, WSA is entitled to have the waste which has been delivered or provided examined by professional persons or specialized institutions at the expense of the client. The result is binding for the disposal of the waste and the calculation of costs.

4.7. The client shall indemnify WSA in connection with costs incurred by WSA due to breach of obligations covered by point 4.

5. Acceptance / take-over of waste, passing of risk

5.1. WSA shall only accept waste, hazardous waste, waste oils, and spent substances which do not contain any radioactive or explosive substances. The transferor is responsible for correct classification of the waste and is liable for all damages, which occur to WSA or third parties, caused by incorrect or inadequate identification or classification and / or mapping of waste, hazardous waste, waste oils, or spent substances.

5.2. WSA may require that the client shall take back radioactive or explosive substances or used oils which contain toxic, corrosive substances and / or substances which have corrosive effects. In case of refusal to take back such material or in case of imminent danger of delay, WSA can arrange disposal or recycling. The related damages, as well as the costs of sorting, storage and substitute rendition of service shall be borne entirely by the client.

5.3. The time and modalities of the acceptance shall be agreed upon in advance. Acceptance shall be affected only after the order form or the delivery form, duly filled out and signed by the client so as to be legally binding, is available. In case of hazardous waste, in addition to the consignment note, the order confirmation and acceptance commitment by WSA, which will be granted only subject to these conditions, shall also be required. Acceptance by WSA is not obligatory without the acceptance commitment. The client agrees to waive any possible damages and costs resulting from delays or schedule changes of up to 72 hours.

5.4. Despite the acceptance commitment actual acceptance of the waste may be refused, especially in case of:

• Missing, inaccurate or incomplete accompanying documents;

• Missing, incorrect or incomplete labelling of the waste;

• Missing, incorrect or incomplete data concerning quantity and volumetric data;

• Containers being labelled with labels that are not weather-proof and are not clearly legible

• Due to a container being unsuitable for storage or interim storage.

5.5. Additional costs for waiting times and dwell times involved in picking up, taking over or loading the waste, to the extent that these are caused by the client, or are due to factors for which the client is responsible, as well as the costs of empty runs caused by the client are to be borne by the client.

5.6. The client, after acceptance, shall remain on an equal footing vis-á-vis WSA, an entity subject to waste disposal regulations as per the stipulations of the AWG until he has settled all claims arising out of the existing business relationship, and has indemnified WSA in this connection, for the non-compliance with statutory obligations, provided that the non-compliance is not based on intentional or grossly negligent action on the part of WSA. Until then, all obligations under the waste disposal laws are the responsibility of the client and WSA is entitled to commission alternative treatment of the waste in the name of the client and for his account , in case of a delay in payment despite a written warning and an infringement of obligation to accept returns.

5.7. WSA reserves the right to divert the waste taken over or parts thereof for the purposes of treatment or recycling instead of disposal, provided that no costs occur to the client in excess of those agreed upon, and that the statutory obligations shall be complied with within the framework of the treatment or recycling. If in a particular context, disposal of the waste legally or by commercially acceptable means is not possible, the client has to bear the additional cost of treatment or recycling.

6. Ownership

6.1. Waste taken over by WSA in accordance with the contract, and which conforms to the contractual stipulations, becomes the property of WSA. Hazardous wastes shall be deemed to have been accepted if the consignment note is confirmed with the invoice.

6.2. Waste for which WSA does not have collection permits (particularly radioactive or explosive substances) or which do not otherwise conform to the contractual agreements between the client and WSA, shall not become the property of WSA.

7. Prices, ancillary costs and charges

7.1. Unless otherwise stated, the prices of WSA are quoted net, in Euros. VAT and other public levies (road pricing, contributions to remedial action on abandoned waste sites etc.) are therefore not included. All statutory fees are included in the prices mentioned. Should a change in the country's taxes, federal taxes or local taxes occur, this change will be taken into consideration in the respective price.

7.2. Furthermore the stability of the value of the services to be provided by WSA to the client as per the contract is agreed to between the contractual partners. The consumer price index published monthly by 'Statistik Austria', within the meaning of the Consumer Protection Act or an index which replaces it or an alternative comparable index shall serve as a benchmark for calculating the stability of value. The basis of calculation for the present contract is the index number published for the month during which the contract was concluded. If there is no assertion by WSA of any additional claims resulting from an index change of this type, there is no conclusive waiver of the guarantee of value. Claims resulting from the guarantee of value lapse in three years.

8. Payment

8.1. Unless anything to the contrary is agreed to, expressly and in writing, the contractual partner is obliged to make payment in full of the price for the services rendered by WSA, after the services have been provided and invoiced. Additional costs attributable to the contractual partner (e.g. due to incorrect declaration, mislabelled or defective containers, empty runs) shall be invoiced subsequently.

8.2. The invoicing shall be based on the weight slips, time records and other records maintained by WSA.

8.3. All payments are to be made in cash, in Euros within ten days from the receipt of the invoice, without any deductions unless agreed otherwise.

8.4. Bills of exchange shall not be accepted and cheques shall be accepted only subject to realization. A preliminary credit of the cheque amount by the bank does not constitute a deferral of payment. WSA assumes no liability whatsoever for cheques that are not presented in time.

8.5. Any discounts must be expressly agreed upon in writing. A discount will no longer apply if the bank transfer order has not been made at the latest on the last day of the discount period, if, in case of on-going business relationships, all other claims have not been repaid at the latest upon maturity or, in case of repayment by way of setting-off of even only a part of the invoice amount or its retention.

8.6. Payment shall be deemed to have been effected when the amount of money is finally available at the disposal of WSA or the cheque has been finally honoured and all incidental expenses, particularly interest and collection costs have been covered.

8.7. Regardless of any dedications to the contrary by the contractual partner, payments made to WSA shall be credited first against costs, then against interest and then offset by WSA against the oldest debt due.

8.8. Off-setting by the contractual partners with counter-claims of any kind whatsoever is excluded, unless these counter-claims are legally established in court or have been recognized by WSA expressly in writing.

8.9. In case of delayed payments WSA is entitled to charge interest at 8% per annum on a pro rata basis from the due date onwards. Furthermore, the contractual partner undertakes, in case of each delay in payment, to reimburse WSA all expenditure incurred in connection with the collection of past due amounts, such as, in particular dunning and collection fees, information and collection costs and legal fees.

9. Warranties and indemnities

9.1. The client is solely responsible for the consequences and damages resulting from or likely to result from unsuitable containers and / or missing, illegible or incorrect labelling and also those caused by introduction and transfer of  incorrect types of waste.

9.2. The contractual partner of WSA undertakes to immediately review the services provided by WSA and must report to WSA in writing, any defects within three days of the provision of such services, stating the exact specification of the defect. Otherwise all warranties, claims for damages and other claims of the contractual partner shall be invalidated.

9.3. WSA is in any case entitled to remedy any defects at their option primarily by repair or replacement within a reasonable period of time. If both improvement as well as replacement are impossible or involve a disproportionate amount of expenditure for WSA, the client has the right to a price reduction or, if it is not a minor defect, the right to repudiation. No extension of the warranty period occurs in the case of rectification of a defect by WSA.

9.4. If the contractual partner rectifies a defect on their own, within the warranty period, WSA has to pay for the costs that are incurred thereby only if WSA has agreed expressly and in writing to this rectification by the contractual partner, and the contractual partner has complied with its obligation to minimize damages.

9.5. WSA is not liable for damages that occur as a result of wear and tear related to usage, incorrect use or circumstances that go beyond the normal operating conditions.

9.6. Complaints and claims as well as claims for compensation arising out of any damage to containers or vehicles by WSA must be made in writing within a reasonable time, failing which they shall be forfeited and shall be deemed to have lapsed.

9.7. The customer waives the right to claim any damages and costs which result from delayed deadlines of up to 120 hours / 5 days in execution of the order or delayed pick-ups.

10. Receptacles and other operating resources

10.1. Receptacles (containers, bins, repositories etc.) and other operating resources provided by WSA shall remain the property of WSA.

10.2. If the waste is provided in containers belonging to the client, or a third party these containers must comply with statutory requirements. If containers within the meaning of § 2 of the Packaging Act are involved, the client shall make arrangements in advance for the licensing or dispensation of these containers and shall keep WSA indemnified from all claims.in this regard. WSA is entitled to attach its own stickers to these containers.

10.3. The containers may be filled only up to the extent specified by WSA.  In case of particularly heavy material the extent of permissible loading shall be clarified with WSA. The relevant regulations for the transportation must be complied with. Reloading or off-loading due to over-filling shall be arranged by the client, or the costs of the same borne by him.

10.4. The client shall precisely define the site at which the containers are to be placed, and at his own cost, arrange for the appropriate free space in front of the containers to enable non-problematic collection.  The client shall ensure securing of the containers as per the regulations. Prior to placement of the containers, the client shall obtain permission from the land owners, as well as the consent of the concerned authorities in case of use of public land. The client shall instruct the drivers of WSA appropriately, and the client shall indemnify WSA and hold them blameless for damages caused due to the issue of incorrect instructions.

10.5. During the filling time and dwell time, the client shall ensure proper handling of the containers and make sure that they are protected from access by unauthorized persons. The client shall be responsible for any damage to the containers during the filling time and dwell time, irrespective of which party is at fault. Any claims for damage made by WSA against third parties shall be waived in favour of the client after compensation has been rendered, at his own cost and risk for liability and accuracy.

10.6. Troughs and other uncovered containers shall be protected by the client against the effects of weather (such as rain water, snow).

11. Data Protection

11.1. WSA shall not disclose any personal data concerning the client to third parties.

12. Applicable law and court of jurisdiction

12.1. Austrian Law is applicable to all contractual relationships of WSA with its contractual partners, excluding the referral norms of international private law and under exclusion of the provisions of the Convention of the United Nations on contracts for the international sale of goods (UNK).

12.2. It is hereby agreed, that for all disputes arising out of the contractual relations between WSA and its contractual partners, including the question of the valid conclusion and the advance effects and retrospective effects of this contract, the competent court for the District of Hartberg shall be the court of jurisdiction.

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