Terms and Conditions

I. General

(1) These general Terms and Conditions (hereinafter referred to as “T&Cs” for short) govern all relations between Münzer Bioindustrie GmbH (hereinafter referred to as “Münzer”) and the contractual partner (hereinafter referred to as “the customer”). As agreed, these T&Cs shall apply not only to the initial legal transaction, but also expressly to all further agreements. Deviating or supplementary provisions or agreements of the customer shall only be effective if Münzer expressly agrees to them.

(2) Terms and conditions of the customer that conflict with, or deviate from, these T&Cs shall not apply, even if Münzer does not expressly object to such deviating terms and conditions. In this sense, acts of fulfilment of the contract by Münzer shall not deemed be consent to the customer's terms and conditions that deviate from these T&Cs.

II. Collection/disposal

(1) Used cooking oil and food waste

Münzer shall provide the customer with one or more containers for the duration of the contract. The containers are, and shall remain, the property of Münzer. The customer undertakes to carry out regular maintenance and inspection of the containers itself, and shall be liable for any harm caused to them by improper handling and/or wilful damage. Münzer accepts no liability for the cleanliness and leak-tightness of the containers. The customer undertakes to pay a compensation fee of €50.00 plus sales tax (VAT) per container in respect of containers which it fails to return to Münzer. The container may only be used for the purpose of collecting/disposing of used cooking oil or food waste. The customer shall advise where containers are located. The location must allow for easy installation and collection of the containers. The customer shall be responsible for securing the containers in accordance with regulations, in particular when using the road or on roadsides. The technical specifications of the tank allow an oil temperature of max. 100 degrees Centigrade when filling. This is a peak value, and the material is not designed for continuous filling at this temperature. Consequently, only cooled used cooking oil should be poured into containers.

(2) Unless otherwise agreed, the installation, exchange and return of containers shall be at Münzer's expense. The used cooking oil container will be collected on a round scheduled by Münzer as soon as possible after telephone notification by the customer. Such notification by the customer may only be made when the container is actually filled with used cooking oil or food waste up to the mark specified in the container. The collection intervals for food waste containers shall be agreed separately. If the collection day falls on a weekend or public holiday, the container shall be collected on the next working day. Münzer reserves the right also to replace a container that is not full, however. Münzer further reserves the right to subcontract an order, in whole or in part, without the customer's consent. Münzer accepts no liability whatsoever for any delays in order fulfilment or late collection. The customer expressly agrees not to assert any claims for damages against Münzer in this respect.

(3) Grease trap content

The disposal of grease trap content shall normally include emptying, cleaning, disposal, as well as function-checking and refilling of grease traps with fresh water. The actual scope of services shall be agreed in detail on placement of order, or may be specified in a quotation. The selected services shall be performed by Münzer within 14 days of notification by the customer.

(4) Claims against Münzer for damages shall be excluded in cases of slight negligence. The customer must prove gross negligence. Claims for compensation shall in any event expire one year after Münzer has performed the service.

(5) The customer shall inspect the services provided by Münzer immediately, and shall report any defects in writing within three days of the service being performed, specifying the exact nature of the defect, otherwise all warranty, compensation and other claims by the customer shall be voided.

(6) Complaints and claims for compensation arising from any damage caused by Münzer's containers or vehicles must be made in writing within 8 days, otherwise they will be deemed void and to have expired.

III. Quality requirements

The customer shall provide uncleaned used cooking oil and food waste. A deduction of 7% from the indicated quantity shall be made on collection by Münzer to account for water content and other contaminants. Münzer shall be entitled to reject used cooking oil and food waste that does not meet the agreed quality requirements on being collected.

In the event that used cooking oil is rejected, Münzer may collect the rejected used cooking oil, or refuse to collect it, at its own discretion. In both cases, Münzer shall not be required to pay the purchase price.

If collection is refused, the customer shall be obliged to remove the rejected used cooking oil from the containers provided by Münzer.

If collection of food waste is refused, the customer shall be obliged to remove the rejected food waste from the containers provided by Münzer. In the event of a rejection, the customer shall nevertheless pay the agreed price.

If Münzer incurs costs as a result of the rejection, it shall be entitled to charge the said costs to the customer. If, in the course of emptying the container at Münzer's processing plant, contamination is detected that was not apparent at the time of collection, this shall be deducted from the total quantity determined for the customer. The customer may request photographs of the contamination. Moreover, the customer shall be liable to Münzer for any further disadvantage or harm resulting from an untruthful quality declaration by the customer. Ownership shall be transferred to Münzer when it collects the used cooking oil or food waste.

IV. Prices and terms of payment

(1) All prices quoted by Münzer and agreed with Münzer for the used cooking oil and food waste collected shall be based on current costings. The prices are inclusive of fees and levies, but exclusive of statutory sales tax (VAT), unless stated otherwise. Furthermore, Münzer shall be entitled to adjust the agreed prices in the event of changes to the cost bases on which its calculations are based that are beyond Münzer's control (in particular in the event of changes in labour costs due to changes in collective bargaining agreements, or changes in other costs associated with the provision of services, such as costs of materials, energy, transport, third-party work, waste recycling, financing, etc., or fees, taxes and levies) to the extent of the said changes. Payment of the agreed price to the customer (for used cooking oil) or to Münzer (for food waste) shall be made under the agreed payment terms after the service has been performed and it has been established that the agreed quality requirements have been met. If there is any doubt regarding the accuracy of the customer's quality declaration, Münzer shall be entitled to have the used cooking oil or food waste analysed at the customer's expense. The result shall be binding with regard to ongoing treatment and cost billing. The electronic weighing system installed on the Münzer truck shall be used to determine the quantity of used cooking oil or food waste. The quantity of food waste shall be charged by the container, where so agreed. Moreover, the purchase price shall only be payable if the customer actually makes available the used cooking oil or food waste in the containers provided by Münzer.

(2) Billing in respect of grease trap content shall be based on the cubic capacity of the grease trap plus the cleaning material (water) required.

(3) In the event of significant deviations between the used cooking oil quantity collected and the base quantity specified by the customer in the contract, Münzer reserves the right to automatically adjust the remuneration after a certain period of time, or to set it to zero. The remuneration shall only be transferred to the customer once a cumulative minimum credit amount of €50.00 has been reached. In exceptional cases, which must be agreed separately with the customer, payment shall be made earlier. If the customer does not provide a VAT number, the remuneration price stated in the contract shall be transferred exclusive of VAT.

V. Contract duration

The contractual relationship shall begin on the agreed date, and shall cover a period of one year. The contractual relationship shall be extended by a further year at the end of each year unless it is cancelled observing three months' notice to the end of each calendar quarter.

The right to extraordinary cancellation for cause shall remain unaffected.

Notice of cancellation must be given in writing.

VI. Exclusivity

The customer undertakes to have the agreed waste disposal services carried out exclusively by Münzer for the duration of the contractual relationship.

VII. Other provisions

Should individual provisions of these T&Cs be found to be, or become, invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the intended purpose of the invalid provision. Offsetting of claims by the customer shall be excluded, unless the claims have been legally established by a court or expressly recognised by Münzer.

VIII. Applicable law and jurisdiction

Austrian law shall apply exclusively to disputes of any kind between Münzer and the customer, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of law rules. It is agreed that jurisdiction shall with the Commercial Court of Vienna.

IX. Force majeure

In the event of a force majeure event, the affected party shall be released from its requirement to fulfil those obligations which have become impossible or unreasonable to fulfil as a result of the force majeure event, for the duration of its impact. Force majeure relates to external events which cannot be foreseen or averted by reasonable practice. Such events include confiscation, sovereign intervention, war, and natural disasters. If a force majeure event lasts longer than three months, either party may terminate the contract for cause without notice. In such a case, no claims for compensation or damages shall be made.

X. Sustainability

The customer must undertake to issue a self-declaration every year setting out its compliance with the laws governing the use of used cooking oil in biodiesel production. Once signed, the self-declaration published on the Münzer website at www.muenzer.at/altspeisefettsammlung shall apply, and shall be a valid constituent part of this contract for the duration of its term. If the customer does not object to this agreement by twelve days prior to the end of each calendar year, the self-disclosure shall be confirmed for the following year.

XI. Amendment of the Terms and Conditions

Münzer shall be entitled to amend these general Terms and Conditions at any time provided the amendment is reasonable for the customer, taking into account the interests of Münzer and the customer. This shall not apply to essential provisions of the contract, in particular the type and scope of the agreed mutual services (e.g. prices). The customer shall be notified of any amendments to these Terms and Conditions in writing (e.g. by e-mail, fax or letter). The customer may object to any such amendment in writing (e.g. by e-mail, fax or letter) within 30 days of receiving the relevant notification. If the customer does not object to the amendment, or does not object in a timely manner, the amendment shall be deemed to have been approved. If an objection to an amendment is made within the specified time, the Terms and Conditions shall not be amended. Münzer reserves the right to cancel the contract in such a case.

Date: November 2023