Delivery terms

GENERAL PURCHASE CONDITIONS FOR METALS

of

LEVIMET Export B.V.
LEVIMET Trading B.V.
LEVIMET B.V.

1. GENERAL

1.1 All requests for quotations, agreements, and their execution by Levimet Export B.V., Levimet Trading B.V., and Levimet B.V., respectively Viva Holding B.V., hereinafter referred to as LEVIMET, are exclusively governed by these terms and conditions.
1.2 Parties are free to deviate (partially) from these general terms and conditions when entering into an agreement, provided that such deviations are confirmed by us in writing. Unlike our general terms and conditions, which will also apply to future agreements between the parties, any agreed deviations are considered valid only for the specific agreement in question.
1.3 In these terms and conditions, “the supplier” refers to any (legal) person who has entered into or wishes to enter into an agreement with our company for the delivery of goods, including their representatives, agents, legal successors, and heirs.
1.4 The supplier’s own terms and conditions remain unaffected, provided that in case of conflict, these present conditions shall always prevail, even if otherwise stipulated.

2. FORMATION / MODIFICATION

2.1 An agreement is only concluded once an order has been confirmed in writing by LEVIMET.
2.2 A confirmation sent by LEVIMET that is not disputed in writing within two working days shall serve as full proof of the content of the agreement.
2.3 Any changes or additions to an existing agreement are not binding on LEVIMET unless confirmed in writing by LEVIMET.
2.4 The execution of verbal agreements may be suspended until written confirmation is provided by us.
2.5 In the case of framework agreements, the agreement is concluded each time an order for a (partial) delivery within the scope of the framework agreement is sent by LEVIMET. Our general terms and conditions remain fully applicable to these (partial) deliveries.
2.6 LEVIMET is entitled to request changes to the scope and/or nature of the goods to be delivered. LEVIMET may modify instructions, specifications, etc., related to the goods to be delivered.
2.7 If the aforementioned changes, in the supplier’s opinion, affect the agreed fixed price, the supplier must inform LEVIMET in writing as soon as possible, but no later than eight days after notification of the requested change. If LEVIMET considers the impact on price and delivery time unreasonable in relation to the nature and scope of the change, LEVIMET has the right to terminate the agreement by written notice to the supplier, unless such termination would be clearly unreasonable under the circumstances. Termination on these grounds does not entitle either party to compensation for any damages.

3. PRICES AND PAYMENT

3.1 The agreed prices are, unless explicitly agreed otherwise, fixed and therefore not subject to revision; they are stated in Euros, excluding VAT, and are based on the delivery condition “Delivery Duty Paid (DDP)” at the agreed place of delivery.

3.2 Payment shall be made, unless otherwise agreed in writing, within 30 days after receipt of the invoice, provided that the invoiced goods, along with all accompanying documentation, weighing and inspection certificates, etc., have been received and approved by LEVIMET in good condition.

3.3 If the supplier delivers more than agreed, LEVIMET is entitled to: A. either settle the excess quantity at the relevant contract price; B. or settle the excess quantity at the current market price.

3.4 The payment obligation is suspended: A. as long as the delivery has not been approved in accordance with the provisions of Article 5; B. if LEVIMET has previously raised objections regarding the supplier’s execution of the agreement.

3.5 LEVIMET has the right to offset any amount owed to the supplier against all outstanding claims LEVIMET has against the supplier at that time. The supplier is not permitted to offset any debt of LEVIMET against any claim they may have on LEVIMET.

3.6 Payment shall not be construed as any acknowledgment by LEVIMET of the soundness of the goods in the condition in which they were delivered and does not release the supplier from any liability in this regard.

3.7 Payment releases LEVIMET from any obligation arising from the relevant agreement and cannot be considered by the supplier as payment of any other claim they may assert against LEVIMET.

4. DELIVERY

4.1 For the interpretation of delivery terms, the latest edition of the “I.C.C. Incoterms” issued by the International Chamber of Commerce shall apply.

4.2 Delivery shall be made DDP (Delivery Duty Paid) at the agreed place of delivery, precisely at the agreed time or within the agreed period.

4.3 Unless explicitly agreed otherwise, the supplier is always responsible for providing all documents related to transit, cross-border traffic, and environmental regulations, and must ensure these are timely made available to LEVIMET. LEVIMET is entitled to immediately suspend its obligations if the supplier fails to meet this requirement.

4.4 As soon as circumstances arise or become foreseeable that prevent the supplier from fulfilling their obligations to LEVIMET properly or on time, the supplier must immediately notify LEVIMET in writing, stating the nature of the circumstances causing the non-performance, the measures taken, and the expected duration of the delay. Failure to do so will render the supplier fully liable for any resulting damages, without prejudice to LEVIMET’s right to demand performance of the agreement.

4.5 Regarding the agreed quantities, unless explicitly agreed otherwise, the following provisions apply: A. For ferrous scrap deliveries, if a quantity is indicated with the prefix “approx.”, a deviation of +/- 5% is permitted. B. For non-ferrous scrap deliveries, a deviation of +/- 2% is permitted without any prefix, and if the prefix “approx.” is used, a deviation of 5% is allowed.

4.6 The net weight of the delivery shall be determined by LEVIMET and recorded in a weighing document. This weight shall be decisive for invoicing. If this weight differs from the weight stated by the supplier in the transport documents, the following shall apply: A. If the weight difference is less than 1% for ferrous scrap deliveries in 25 mt units and less than 0.2% for non-ferrous scrap deliveries in 25 mt units, the supplier shall invoice LEVIMET according to the weighing documents prepared by LEVIMET and its customers, without any right to reweighing. B. If the weight difference exceeds 1% for ferrous scrap deliveries per 25 mt and 0.2% for non-ferrous scrap deliveries per unit, the supplier is entitled to have the delivery reweighed at their own expense within 3 working days after receiving the weighing document. This right does not apply if the weighing was performed by an independent body or by the consignee, our customer. In such cases, their determination shall serve as full proof between the parties.

5. QUALITY AND INSPECTION

5.1 Inspection, control, and sampling in accordance with industry standards may be carried out by persons or institutions designated by LEVIMET, either before, during, or after delivery. The seller shall grant access to the locations where the goods are produced or stored, cooperate with the requested inspections, controls, and samplings, and provide the necessary documentation and information at their own expense.

5.2

The inspection carried out does not release the supplier from the responsibility or obligation to deliver goods that meet the specified requirements, nor does it preclude later rejection. Claims by LEVIMET regarding defects in delivered goods remain fully valid, even if such defects only become apparent during further processing or use of the goods, or after resale to a third party.

5.3

In the event of rejection, LEVIMET shall notify the supplier as soon as possible, stating the reasons. The supplier is obliged to repair or replace the rejected (entire or partial) delivery within a reasonable period set by LEVIMET, at the supplier’s expense. Any costs and potential damages resulting from this are the responsibility of the supplier. If the supplier is unable to repair or replace the goods within the specified period, LEVIMET is entitled to take measures at the supplier’s expense. This does not affect LEVIMET’s right to terminate the agreement in whole or in part.

5.4

If repeated rejection justifies doubt that the supplier can meet the delivery or quality requirements set by LEVIMET, LEVIMET is entitled to terminate the agreement immediately, in whole or in part, by simple written notice to the supplier, without being liable for any compensation.

6. WARRANTY

The supplier guarantees:

6.1 That the delivered goods fully comply with LEVIMET’s acceptance policy, the specified specifications, dimensions, weights, and quantities.

6.2 That the delivered scrap is free from: A.

• Explosive and flammable substances
• Material with moisture or air inclusions
• Chemical contamination
• Nuclear contamination
• Undesired metals or non-metallic elements, as well as other unwanted attachments such as soil, etc.
• Substances hazardous to public health

6. LEVIMET has the right to refuse delivery if it knows or suspects that one or more of the contaminants mentioned under 6.2A are present in the scrap. The supplier is obliged, at their own cost and risk, to take back and dispose of the excluded goods in accordance with applicable legal requirements and government regulations.
7. The supplier is fully liable for damage to people and property resulting directly or indirectly from the presence of these contaminants in the scrap, regardless of whether LEVIMET can be blamed for negligence or fault.

6.3 That the delivered goods at least comply with the legal requirements and government regulations applicable in the country of delivery.

6.4 That if the goods are processed at a location outside the supplier’s premises, the laws and regulations applicable to that location, as well as any requirements declared applicable by LEVIMET or its client, will be observed.

7. RISK AND TRANSFER OF OWNERSHIP

7.1 Ownership of the goods shall transfer to us fully and unencumbered upon approval after delivery. Until that moment, the goods remain at the supplier’s risk and expense.

8. TRANSPORT

8.1 The goods must be transported and marked in accordance with our instructions, so that they arrive at the destination in good condition under normal transport conditions. The supplier explicitly assumes all transport risks.

8.2 The supplier must accompany the transport with the required shipping documents, which must at least include:

• Identity of the supplier, subcontractor, etc.
• Weight
• Composition and description of the material
• Place of origin
• Place of destination
• Required documentation that complies with current national and international environmental regulations

8.3 CONTAINERS

8.4 Upon the supplier’s request, the buyer may place a container at a location designated by the supplier. The supplier must obtain the necessary permits from the relevant authorities. Costs, fines, and levies related to container placement are the supplier’s responsibility and risk.

8.5 The supplier is liable for any form of damage, including damage to the container and damage suffered by third parties, resulting from the placement of the container.

8.6 The supplier is obliged to:

• Position the container so that it can be easily loaded for transport
• Seal the container upon the buyer’s request

8.7 It is not permitted to load the container with more than 12 tons or to create a top higher than 12 cm. For a 40m³ container, the rim of the container serves as the limit for the top.

9. LIABILITY

9.1 The supplier is liable for all material and immaterial (consequential) damages suffered by LEVIMET or third parties due to defects in their products, including the presence of explosive and hazardous substances and any contamination in or on the goods supplied by the supplier.

9.2 The supplier is liable for all material and immaterial (consequential) damages suffered by LEVIMET or third parties due to actions or omissions by the supplier, their personnel, or those involved in executing the agreement on their behalf.

9.3 The supplier indemnifies LEVIMET against claims from third parties for compensation of damages based on the liability described above.

9.4 For the purposes of this chapter, LEVIMET’s personnel and employees are considered third parties.

9.5

The supplier shall adequately insure themselves against the liability referred to in this chapter and shall, upon request, provide LEVIMET with access to the insurance policy.

9.6

If LEVIMET deems it necessary to take measures to prevent (further) damage as described in the above articles, the supplier shall be liable for all costs and damages incurred in connection with such measures.

10. FORCE MAJEURE

10.1
Force majeure exists when the execution of the agreement is wholly or partially, whether temporarily or permanently, prevented by circumstances beyond the control and influence of the parties, regardless of whether such circumstances were foreseeable at the time the agreement was concluded, making fulfillment of the agreement reasonably impossible.

10.2
If LEVIMET is prevented by force majeure as described in Article 10.1 from accepting the ordered and offered goods, this does not entitle the supplier to claim any compensation or fulfillment.

10.3
LEVIMET shall inform the supplier as soon as possible if it finds itself in a situation of force majeure.

11. TERMINATION

11.1
LEVIMET has the right to terminate the agreement at any time by means of a written notice to the supplier, provided that reasons are stated.

11.2
Immediately upon receipt of such written notice, the supplier shall cease execution of the agreement. The parties shall then consult on the consequences of such termination.

11.3
a. If the supplier fails to fulfill their obligations under the agreement or any related agreements, either wholly, timely, or properly, LEVIMET is entitled to unilaterally terminate the agreement without judicial intervention by means of written notice, without prejudice to LEVIMET’s further rights to claim damages.
b. If a force majeure situation arises on the part of the supplier, the execution of the agreement shall be suspended in whole or in part for the duration of the force majeure, without prejudice to LEVIMET’s right to terminate the agreement by written notice.
c. In the event of bankruptcy, suspension of payment, cessation, liquidation, takeover, or any similar situation concerning the supplier’s business, the supplier shall be in default by operation of law, and LEVIMET shall have the right to unilaterally terminate the agreement in whole or in part without notice or judicial intervention by written notice to the supplier. LEVIMET may suspend payment obligations and assign execution of the agreement in whole or in part to third parties, without being liable for any compensation, and without prejudice to LEVIMET’s further rights, including the right to full compensation. All claims against the supplier shall then become immediately and fully due and may be offset.

12. LEGAL COSTS

12.1
If the supplier fails to properly fulfill the obligations arising from the agreement, they shall be liable to pay all legal and extrajudicial costs incurred by LEVIMET, which shall amount to at least 10% of the principal sum.

13. ASSIGNMENT

13.1
Without written consent from LEVIMET, the supplier is not permitted to transfer their rights and obligations under any agreement with LEVIMET, in whole or in part, to third parties.

14. APPLICABLE LAW AND DISPUTES

14.1
All requests for quotations, agreements, and their execution are governed exclusively by Dutch law.

14.2
All disputes arising from or related to the agreement to which these conditions apply, or to these conditions themselves, shall, if no amicable settlement can be reached, be exclusively decided by the competent civil court in Roermond under Dutch law, unless the parties are obliged by their membership of the BIR (the Bureau of International Recycling) to resolve their disputes through arbitration.
All disputes arising from or related to the agreement to which these conditions apply, or to these conditions themselves, shall be exclusively settled by the competent civil court in Roermond, unless both the supplier and the buyer are members of the BIR (the Bureau of International Recycling) and are therefore obliged to resolve their disputes through arbitration.

14.3 INVALID PROVISIONS

If and to the extent that one or more provisions of these general terms and conditions are wholly or partially invalid or voidable, this shall not affect the validity of the remaining provisions. The invalid or voidable provision shall be replaced by a provision that most closely reflects the intent and meaning of the original provision, in consultation between the parties.