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General terms of business                                   


I. Area of application

The following general terms of business apply to all services which are carried out by us or by third parties acting on our instructions. If the principal has contrary or divergent terms of business, these will only be valid if they are expressly accepted by us. Any divergent agreements apply only to a specific individual contract and will not be valid for any subsequent contracts, unless expressly agreed otherwise.

II. Written requirement

All agreements, supplementary agreements or modifications to agreements are only valid if they are made in writing. This also applies to any agreement waiving this clause on written requirement.

III. Offers / quotation

Our offers / quotations are not binding until they are confirmed by us in writing.

IV. Conclusion of contract

The contract does not become effective until the principal has officially signed, stamped and returned the order form which he receives from us.

V. Obligations of the principal

1. The waste must be declared fully and correctly. Without being expressly requested to do so, the principal must point out, in writing (e.g. in the form of a certificate of proper waste management), any hazards which are known to him and are identifiable and which could arise either from the waste directly or during the handling of the waste.

2. The applicable legal and official regulations, in particular the legislation on waste and recycling management, the relevant ordinances issued respecting such statutory provisions, and the relevant EU directives must be observed by the principal.

3. The principal and those acting on his behalf must observe the working regulations of the facility where the waste is to be disposed of, together with instructions given by our personnel or that of the relevant facility.

VI. Prices

1. The contractually agreed prices will apply. If there is no written disposal order the currently valid price list of the relevant facility will apply.

2. All prices are exclusive of the currently legal rate of VAT.

3. Any additional costs which arise as the fault of the principal will be invoiced separately.

VII. Terms of payment

1. Unless agreed otherwise all services, including partial services, are payable on receipt of our invoice.

2. Where payment is made by bank transfer, the payment is regarded as having been received when the amount has been credited to our account in full. The acceptance of a cheque is made on account of performance and payment is not regarded as having been received until the cheque has been cashed or has been credited to our account in full. Cheques are accepted without obligation to present and protest them punctually. Bills of exchange are not accepted.

3. We have the right to set off payments first against older outstanding debts for which the principal is responsible. If costs and interest have already arisen, the payment will first be set off against such costs, followed by the interest and then by the main debt.

4. The principal is only entitled to set off his own claims against ours in the case of claims for which a court judgement has been passed or which have been acknowledged by us as justified. The same applies to the enforcement of any rights of retention, where the principal is an entrepreneur, a legal person under public law or a separate fund under public law.

5. If the due date for payment is exceeded we will be entitled to charge principals who are consumers (§ 13 German Civil Code) interest at a rate of 5 percentage points above the base rate (§ 247 German Civil Code) per year. If the principal is not a consumer the rate of interest will be 8 percentage points above the base rate per year.

6. If the principal is culpably in arrears with his payments we will have the right to bring forward the due date of all outstanding debts. In such an event we will also be entitled to require the principal to provide security and advance payment in future.

VIII. Rejection of waste and withdrawal from contract

1. If the principal or anyone acting on his behalf,

a) fails to observe the contractually agreed terms or the statutory regulations,
b) provides false information about waste or about its origins,
c) fails to observe the working regulations of the facility where the waste is to be disposed of
d) fails to meet the obligation to agree an appointment for delivery of the waste beforehand with the staff of the facility concerned, where this is a contractual requirement, 

we or any third parties acting on our behalf are entitled to refuse to accept the waste until such time as the principal has remedied the breach of his obligations. Together with the refusal to accept the waste we or persons acting on our instructions can give the principal a reasonable period of time to meet his contractual obligations.

2. For the reasons listed in Section 1, we or any persons acting on our behalf can withdraw wholly or partly from the contract, without rejecting the waste or setting a deadline for compliance, if

- the principal is in serious breach of his contractual obligations and conclusively refuses to comply with them,
- the principal does not meet his obligations by the deadline he has been set or within a specific period, if we have, in the contract, made the continuation of our business   relationship dependent on the fact that obligations are met by a specific time, or
- there are special circumstances which, in consideration of the interests of both the contracting parties, justify withdrawal from the contract.

We are also entitled to withdraw from the contract if, in the long term, the waste gives rise to fears that it will have unfavourable effects, which were not known of at the conclusion of the contract, on the disposal facility or on storage conditions, or if, after the contract has been concluded, it proves illegal or impossible as the result of a legal regulation, an official requirement or any other reason to dispose of the waste in the specific disposal facility indicated in the disposal contract.

In addition we can withdraw from the contract if we later become aware of circumstances which call the creditworthiness of the principal into question or if the principal fails to provide security to the level of the probable invoice amount by guaranteeing the amount jointly and severally, or pays the amount in advance.

In addition we can withdraw from the contract if the assets of the principal become subject to insolvency proceedings.

3. If we reject the waste or if we withdraw from the contract in whole or in part, the principal will have the obligation of taking back any waste which has already been delivered. Where possible and in agreement with the responsible authorities we will offer the principal the possibility of disposal at an alternative facility.

IX. Interruptions to service

1. We are released from our obligations under the disposal contract by any unforeseen and extraordinary circumstances for which we are not responsible, such as industrial disputes, operational breakdowns (for example because of weather conditions , plant breakdowns, the properties of the waste), official regulations, transport breakdowns or other cases of force majeure, irrespective of whether these circumstances affect us or third parties who are acting on our instructions in disposing of the waste. If these circumstances are of a temporary nature we will only be released from our obligations for the duration of the obstacle and an acceptable preparation time.

2. If it becomes impossible because of the above circumstances to dispose of the waste, we will be entitled to withdraw, either wholly or in part, from the part of the contract which has not yet been fulfilled. Section VIII. 3. applies correspondingly.

3. If the obstacle to performance lasts longer than three months, the principal has the right, after giving a reasonable period of notice, to withdraw from the part of the contract which has not yet been fulfilled.

X. Liability of the principal

1. The principal will be liable for any damage which is culpably caused by him. The principal is, in particular, liable if the waste:

- is not approved for the facilities which we use for waste disposal,
- is declared either incorrectly or in a way which does not conform to the terms of the contract or
- has not been accepted by us in the acceptance declaration of the contract of disposal.

2. The principal will indemnify us against any claims from third parties which may arise from the delivery of waste which does not meet the terms of the contract of disposal. 

3. Withdrawal from the contract in accordance with Section VIII. does not release the principal from liability in accordance with the above provisions.


XI. Liability of AGR Vertrieb GmbH

1. We are liable for any damage to life, limb or health in accordance with statutory regulations.

2. We are also liable in accordance with statutory regulations if we are guilty of breaking an important contractual obligation. However, if the breach of an important contractual obligation is the result of simple negligence, for which we ourselves, our legal representatives or those acting on our instructions are responsible, our liability for compensation is limited to foreseeable damage which is typical of the contractually agreed service, and whose possibility should have been known to us because of circumstances we were aware of at the time the contract was concluded.

3. In other respects our liability for breach of contractual obligations and our liability in areas external to the contract is limited to damage caused intentionally or by gross negligence.

4. The above limitations on liability apply equally to claims for reimbursement of unnecessary expenditure (§ 284 German Civil Code).

5. The above provisions are not connected to any shift in the burden of proof to the disadvantage of the principal.

XII. Place of jurisdiction

Where the principal is an entrepreneur, a legal person under public law or a separate fund under public law, the sole place of jurisdiction for all disputes, whether initiated in our favour or against us, will be Herten, where our company head office is located. All disputes will be subject to the German version of these general terms of business, of which this is a translation.

XIII. Closing provisions

1. These general terms of business and the entire legal relationship between us and the principal are subject to the laws of the Federal Republic of Germany.

2. If any of the above provisions proves to be invalid this will not affect the validity of the remaining provisions.
Released: 01.06.2003