General terms and conditions

Reuse carpet sales
Composil Reuse SRL

The private limited liability company Composil ReUse, with its registered office at 1170 Brussels, Chaussée de La Hulpe 150, registered with the Belgian Crossroads Bank for Enterprises under number 0787.457.777 (hereinafter referred to as "Composil ReUse"), aims to be a key player in the circular economy and to promote the reuse of products and materials, with the ambition of contributing to carbon reduction, resource efficiency, and waste prevention.

Article 1. APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE

Unless otherwise agreed in writing and signed by both Composil ReUse and the buyer, these general terms and conditions of sale (hereinafter referred to as "T&Cs") establish the framework of the commercial relationship between Composil ReUse and the buyer.

These T&Cs are provided or made available to the buyer to enable them to place an order. Consequently, any order implies the buyer's full and unconditional acceptance of these T&Cs, to the exclusion of any other non-contractual documents such as brochures or catalogs, which are for informational purposes only.

No special conditions contained in the buyer's documents, particularly in its general purchasing conditions, shall prevail over these T&Cs unless formally accepted in writing by Composil ReUse. Any condition contrary to these T&Cs proposed by the buyer shall be unenforceable against Composil ReUse unless expressly agreed upon.

Article 2. DESCRIPTION OF PRODUCTS

The products sold by Composil ReUse are second-hand refurbished products that have undergone one or more interventions, where necessary, to restore their functionality so that they meet safety standards and the expected use by the buyer. These products have been previously used and are refurbished for resale.

Composil ReUse also sells new, non-refurbished products. These are items that have never been used but are marketed as reused products by Composil ReUse, as they would have otherwise been discarded.

Since the products are second-hand, they may exhibit minor cosmetic or other defects due to normal wear and tear from previous use or removal operations, without affecting their performance, even after technical refurbishment following installation.

By placing an order with Composil ReUse, the buyer acknowledges that they are purchasing second-hand products and, therefore, may not claim defects related to the used nature or appearance of the products.

Article 3. OFFERS AND ORDERS

Offers, whether verbal or written, from Composil ReUse are valid for thirty (30) days from the date of issuance. They must be accepted by the buyer in full unless otherwise mutually agreed in writing.

Composil ReUse's offers account for additional tiles necessary for cutting and installation. Consequently, offers generally include at least 10% more material than the surface area specified by the buyer. Orders must be placed in writing.

The buyer acknowledges that stock for the same product is always limited. It is the buyer's responsibility to order a sufficient quantity. Due to these stock limitations, Composil ReUse does not guarantee the availability of the same product for future orders.

Any modification or cancellation of an order requested by the buyer will only be considered if received in writing before the shipment of products. Composil ReUse is not obliged to comply with such a request, and if accepted, the buyer shall reimburse all costs already incurred, including material procurement, order preparation, or scheduled transport costs.

If Composil ReUse, as a commercial gesture, exceptionally accepts the cancellation of an order after product shipment and agrees to take back the delivered or in-transit products, the buyer must pay a fee equal to at least 30% of the canceled order amount to cover costs such as shipping, handling, and refurbishment.

Composil ReUse will inform the buyer in writing of the applicable provisions before issuing a credit note or a new invoice. The order is strictly personal to the buyer and may not be transferred without prior written consent from Composil ReUse.

Article 4. DELIVERY

4.1. Terms

Delivery is deemed to have occurred:

• At the start of unloading at the buyer's doorstep or designated warehouse if transportation is arranged by Composil ReUse.

• When the truck doors are closed at the departure point from Composil ReUse's warehouse or logistic partners if the buyer arranges transportation. In such cases, the buyer must promptly collect the delivered products, with any storage or retention costs due to delay borne solely by the buyer.

Under no circumstances is Composil ReUse obligated to deliver if the buyer has outstanding payments, regardless of the reason. Composil ReUse may make partial deliveries.

For express delivery requested by the buyer, additional costs will be invoiced. Upon delivery, the buyer cannot refuse the products without justification, i.e., in the absence of a dispute regarding product conformity.

If the buyer requests a change to the delivery date, additional charges will apply.

4.2. Delivery Time

Any indicated delivery dates are estimates, as deliveries depend on supply, manufacturing, and transportation conditions. Composil ReUse shall not be liable for delays, and orders cannot be canceled due to late delivery.

4.3. Risk Transfer

Regardless of the delivery date defined in Article 4.1, all risks transfer to the buyer upon handover to the carrier. Products and their packaging travel at the buyer's risk.

In case of damage or missing goods, the buyer must assert claims against the carrier in accordance with the applicable national law and send a copy to Composil ReUse.

Article 5. CLAIMS

Without prejudice to claims against the carrier, disputes regarding apparent defects, missing items, or product characteristics must be submitted in writing (registered letter with acknowledgment of receipt) within eight (8) days of receiving the products. Otherwise, the buyer shall be deemed to have accepted the products as compliant.

If installation has begun, it must be stopped immediately upon defect discovery; otherwise, the buyer loses the right to claim product defects.

Claims must be accompanied by the delivery note, order, and corresponding invoice. The buyer must provide evidence supporting the claim. Composil ReUse reserves the right to inspect and verify complaints.

Products may not be returned without Composil ReUse’s prior written consent. If a defect or missing item is confirmed by Composil ReUse, the buyer may only request a replacement within stock availability, excluding any other compensation. Product replacement is not guaranteed to be identical.

Claims do not suspend the buyer’s payment obligations.

Article 6. WARRANTY AND LIABILITY

6.1. Warranty of Ownership

Composil ReUse guarantees that it holds the rights transferred at the time of sale and warrants the buyer against any claims or eviction related to the sold products.

6.2. Hidden Defects

Any claims regarding hidden defects must be submitted in writing (registered letter with acknowledgment of receipt) within thirty (30) days of the defect’s discovery. If installation has begun, it must be stopped immediately upon defect discovery, or the buyer loses the right to claim.

If the product is acknowledged by Composil ReUse as defective, Composil ReUse may, at its discretion, either replace or refund the product partially or fully, in accordance with the applicable warranty document for the product.

No claims or warranties can be made if the buyer complains about an inferior or downgraded quality of the product when it has been sold as such. Given their nature, Composil ReUse does not guarantee that the performance and characteristics of second-hand products are equivalent to those of new products.

The buyer acknowledges that the price reflects the variable quality of the product and, therefore, cannot claim apparent minor defects to assert non-conformity or request a price reduction.

6.3. Liability

Composil ReUse disclaims any responsibility if the goods have not been properly selected by the buyer for their intended purpose or if they have not been used, installed, stored, or maintained in accordance with Composil ReUse's recommendations or industry standards.

To the extent permitted by law, no warranties are provided by Composil ReUse.

Under no circumstances shall Composil ReUse be liable for indirect or intangible damages such as loss of revenue, project delays, loss of clientele, income, or business opportunities, reputational harm, or data loss.

In any event, Composil ReUse's liability shall be expressly limited to the amount of the corresponding order, excluding taxes. Liability claims against Composil ReUse shall not be pursued beyond six months from the date the buyer became aware or should have become aware of the cause of liability.

Article 7. PRICES

Prices are net, exclusive of taxes, and are those in effect on the date of Composil ReUse's offer.

Rates in effect are provided upon the buyer’s request.

Composil ReUse reserves the right to adjust its prices based on economic conditions, including but not limited to increases in material or transport costs.

Any discount granted is only valid for the specific order to which it applies unless stated otherwise.

Article 8. INVOICING

Each sale will be invoiced by Composil ReUse, and the buyer accepts the possibility of partial invoices based on deliveries.

Composil ReUse reserves the right to charge the buyer for any additional services that result in extra costs and have been requested by the buyer.

Article 9. PAYMENT TERMS

Unless otherwise stated on the invoice, all invoices issued by Composil ReUse are payable immediately upon receipt.

The fact that a buyer has previously been granted a payment facility does not create any obligation for Composil ReUse to extend or renew such terms in the future. If a sale includes multiple deliveries, failure to pay for any single delivery may result in the immediate termination of the entire sale, at the sole discretion of Composil ReUse.

Any late payment will automatically trigger, without prior formal notice and without prejudice to additional damages:

• Immediate payment of all outstanding amounts, including those with future due dates.
• A late payment penalty of 15% of the invoice amount, with a minimum charge of €100 per invoice, applied the day after the due date, in addition to a contractual interest rate of 12% per annum, until full settlement.
• Suspension of all pending deliveries until full payment, including accrued late payment penalties, is received.
• Immediate termination of the sale and demand for the return of delivered products at the buyer’s expense.
• The right to reclaim goods at any time, with return costs borne by the buyer and any partial payments retained as liquidated damages.
• The obligation for the buyer to cover any legal costs incurred due to debt collection proceedings.

If the buyer’s financial situation deteriorates, placing Composil ReUse’s claims at risk, the company reserves the right to suspend or cancel ongoing orders. Composil ReUse may also require payment guarantees or advance payments, with pending orders held until these conditions are met.

All payments must be made to the registered office of Composil ReUse, via its designated bank account.

Article 10. RETENTION OF TITLE

Composil ReUse retains full ownership of all goods sold until full payment, including any additional charges, is received.

The issuance of a payment instrument (such as a bill of exchange) shall not be considered full payment under this clause.

Failure to pay any amount due may result in Composil ReUse reclaiming all goods sold.

Until the buyer has settled the full payment, Composil ReUse reserves the right to conduct an inventory at the buyer’s premises to verify the existence and proper identification of its goods.

This retention of title does not affect the transfer of risk to the buyer, which occurs once the goods are handed over to the carrier, as specified in ARTICLE 4.3. Consequently, the buyer assumes full responsibility for any loss, damage, or liability related to the goods from that moment onward.

Article 11. CONFIDENTIALITY

The buyer agrees to maintain the confidentiality of all information received, known, or acquired during the negotiation and execution of orders.

Article 11. MANUFACTURING TOLERANCES / PRODUCT CHANGES

The buyer acknowledges and accepts standard manufacturing tolerances, which may vary depending on the product category.

Similarly, slight color variations may occur between different production batches or between final products and samples. These variations and tolerances are expressly accepted by the buyer.

Composil ReUse reserves the right to modify its products in line with technical advancements. It is the buyer’s responsibility to verify specifications before placing an order.

Article 13. IMPORT REGULATIONS

The buyer is responsible for complying with all import regulations applicable in the agreed destination territory.

From the moment an order is placed, the buyer assumes full liability for any import restrictions, refusals, or customs rejections. Composil ReUse shall not be held responsible for any such issues.

Article 14. FORCE MAJEURE

Events constituting force majeure include, but are not limited to:

• Supply chain disruptions
• Shortages of raw materials, labor, or equipment
• Strikes
• Transportation interruptions
• Epidemics or pandemics
• Any other unforeseeable and unavoidable circumstances preventing production or delivery

In such cases, obligations under the contract will be suspended. If the force majeure event lasts for more than one month, either party may terminate the sale by sending written notice via registered mail.

Article 15. INSOLVENCY AND BANKRUPTCY PROCEDURES

If the buyer declares insolvency, enters bankruptcy, judicial reorganization, or liquidation proceedings, they must inform Composil ReUse immediately by registered letter with acknowledgment of receipt.

The same applies in cases where a court-appointed administrator is assigned to the buyer’s affairs.

Article 16. SEVERABILITY

If any provision of these GTC is deemed invalid, illegal, or unenforceable by a court or regulatory body, such provision shall be reduced or modified to the extent legally permissible.

The remaining provisions shall remain in full force and effect.

Article 17. NON-WAIVER

The failure of Composil ReUse to enforce any provision of these GTC at any given time shall not be interpreted as a waiver of its right to enforce such provision at a later date.

Article 18. GOVERNING LAW

These GTC shall be governed and construed exclusively under Belgian law, excluding its conflict of law rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is expressly excluded.

Article 19. JURISDICTION

Any dispute related to these GTC and/or the contractual relationship between the parties shall fall under the exclusive jurisdiction of the courts of Brussels, Belgium, regardless of:

• The place where the order was placed
• The place of delivery
• The method of payment
• Whether third-party claims, multiple defendants, or warranty calls are involved

Article 20. REGISTERED ADDRESS

Both parties elect their registered office as their legal domicile for all contractual matters.

Article 21. DATA PROTECTION

In accordance with applicable data protection laws, Composil ReUse may collect and process personal data relating to the buyer in the context of their commercial relationship.

21.1. PURPOSE OF DATA PROCESSING

The processing of such data is based on the legitimate interests of both parties and will be used exclusively for:

• Commercial prospecting
• Customer relationship management
• Statistical analysis

Data will be retained for the duration necessary to fulfill these purposes and may be archived for legal and evidentiary reasons.

21.2. DATA SHARING AND TRANSFERS

The buyer’s personal data may be shared with:

• Composil ReUse’s suppliers and service providers
• Other entities within the Composil Group for internal administrative purposes

If data is transferred outside the European Economic Area (EEA), Composil ReUse ensures that adequate security and confidentiality measures are implemented.

21.3. BUYER’S RIGHTS

The buyer has the right to:

• Access, correct, or delete their personal data
• Object to its processing
• File a complaint with the CNIL (Commission Nationale de l'Informatique et des Libertés) or any other competent data protection authority

To exercise these rights, the buyer can send a request via:
Email: info@composil.eu
Postal Mail: Composil ReUse, 150 Chaussée de La Hulpe, 1170 Brussels, Belgium

Removal and recycling of carpet 
Composil Reuse SRL 

The limited liability company Composil ReUse, whose registered office is located at 1170 Brussels, Chaussée de La Hulpe 150, registered with the BCE under number 0787.457.777 (hereinafter referred to as "Composil ReUse"), aims to be an active player in the circular economy and to promote the reuse of products and materials, with the ambition of contributing to carbon reduction, resource efficiency, and waste prevention.

Article 1. APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE

Unless otherwise agreed in writing and signed by Composil ReUse and the customer, these General Terms and Conditions of Sale (hereinafter "GTCS") form the framework of the commercial relationship between Composil ReUse and the customer.

These GTCS are sent or provided to the customer to enable them to place an order. Consequently, any order implies the customer's full and unconditional acceptance of these GTCS, to the exclusion of any other documents that have no contractual value, such as brochures or catalogs, which are for informational purposes only.

No special conditions appearing in the customer's documents, particularly in their general terms and conditions of purchase, may prevail over these GTCS unless formally and expressly accepted in writing by Composil ReUse. Any condition contrary to the GTCS presented by the customer shall therefore be unenforceable against Composil ReUse unless expressly accepted.

Article 2. DESCRIPTION OF SERVICES

The services offered by Composil ReUse include various solutions allowing the customer to recover value from their used carpet tiles. Through its Carpet ReUse Program®️, Composil ReUse gives a second life to carpet tiles that can potentially be reused and sends those that are no longer reusable for recycling.

In practice, Composil ReUse conducts an audit of the customer's carpet tiles to assess the proportion that can be reused on one hand and recycled on the other. Where applicable, Composil ReUse also handles the complete removal of the customer's carpet tiles.

Article 3. AUDIT, OFFERS, AND ORDERS

3.1. Audit

The audit conducted by Composil ReUse to assess the customer's carpet tiles is carried out under conditions and at a price agreed upon with the customer.

The audit will be billed to the customer, which they irrevocably accept, if they do not confirm acceptance of the offer provided by Composil ReUse or if they cancel their order. The price of the audit will be communicated in writing before its execution and cannot be disputed.

If the customer accepts the offer from Composil ReUse and places an order, the audit will not be charged.

3.2. Offers

Verbal or written offers from Composil ReUse are provided to the customer once the audit has been completed. These offers always include a margin of error, depending on the actual (not theoretical) potential for reuse of the customer's carpet tiles. This potential is only known once the removal and sorting processes have been fully completed.

Offers are valid for thirty (30) days from the date of issuance. They must be accepted by the customer in their entirety unless otherwise agreed in writing by both parties.

3.3. Orders

Orders must be placed in writing.

Any modification or cancellation of an order requested by the customer can only be considered if it is received in writing by Composil ReUse at least thirty (30) days before the scheduled removal date. However, the customer will still be required to reimburse, upon request, any costs already incurred by Composil ReUse, particularly for the prior audit.

If the customer cancels their order within less than 30 days, they will be liable for the full amount indicated in Composil ReUse’s recycling offer, as well as all reuse costs incurred, even if the services are not performed.

Composil ReUse will send the customer a reminder of these provisions before issuing a credit note or a new invoice.

The order is strictly personal to the customer and cannot be transferred without the prior written consent of Composil ReUse.

Article 4. REMOVAL

4.1. Terms

The removal is carried out at the address indicated by the customer, under the conditions, dates, and times agreed between the parties.

The customer is informed that if the agreed conditions are not met, for example, if the customer does not provide access to water, electricity, an elevator, etc., Composil ReUse may not be able to provide the services ordered by the customer, or at the very least, additional costs may be charged to the customer. Under no circumstances can Composil ReUse be held liable for such a situation. Any costs incurred by Composil ReUse will be charged to the customer.

In any case, Composil ReUse is not required to proceed with the removal if the customer has not fulfilled their payment obligations, regardless of the reason.

Composil ReUse is authorized to carry out partial removals.

If the customer requests to modify the removal date, additional charges may be billed by Composil ReUse.

4.2. Timeline

The possible removal dates, when mentioned, are indicative, with the customer acknowledging that removals take place based on the availability of both parties.

As a result, Composil ReUse cannot be held liable for any failure to meet the removal deadlines, and the order cannot be canceled.

Article 5. COMPLAINTS

Any disputes regarding the services provided by Composil ReUse must be submitted by registered letter with acknowledgment of receipt (or express mail for international orders) no later than three days after the completion of the services. Otherwise, the customer will be deemed to have accepted them.

Any complaint must be accompanied by the order and the invoice related to the service in question.

Additionally, it is the customer's responsibility to provide all necessary proof regarding the validity of their complaints, with Composil ReUse reserving the right to carry out, directly or indirectly, any verification and assessment.

When an apparent defect is effectively confirmed by Composil ReUse, the customer may only request the correction of the relevant services, to the exclusion of any other form of compensation.

The customer's complaints do not suspend their payment obligations for the services concerned.

Article 6. LIABILITY

The customer is warned that a difference, referred to as a margin of error, may arise between the amount stated in the offer provided to the customer and the amount invoiced, depending on the actual (and not theoretical) potential for reuse of the carpet tiles. This difference will only be known once the removal and sorting processes are fully completed. No liability in this respect can be attributed to Composil ReUse.

Composil ReUse shall in no event be held liable for intangible or indirect damages, such as, but not limited to, loss of revenue, construction delays, loss of clientele, loss of income or operations, damage to brand image, or data loss, etc.

In any case, Composil ReUse’s liability shall be expressly limited to the amount of the corresponding order, excluding taxes. Composil ReUse shall not be held liable beyond one (1) year from the date on which the customer became aware or should have become aware of the event giving rise to liability.

Article 7. PRICES

Prices are net, excluding taxes, and are those in effect on the date the offer is sent by Composil ReUse.

The current pricing is provided to the customer by Composil ReUse upon simple request.

Composil ReUse reserves the right to adjust its pricing based on economic conditions. It is notably authorized to immediately pass on any increases in raw material and/or transportation costs.

Any potential price reduction granted, unless otherwise specified, is only valid for the specific order to which it applies.

Article 8. INVOICING

Each service will be invoiced by Composil ReUse to the customer, with the customer acknowledging the possibility of partial invoices as the services are provided.

The customer also agrees to pay a supplementary amount beyond the price stated in the offer, up to the maximum margin of error specified. This supplement corresponds to the additional quantity of carpet tiles that need to be recycled (and therefore cannot be reused) compared to the quantity initially stated in the offer accepted by the customer before removal.

Composil ReUse reserves the right to invoice the customer for any additional services requested by the customer or made necessary due to the customer’s actions, leading to unforeseen costs not included in the original offer.

Article 9. PAYMENT TERMS

Unless otherwise stated on the invoices, invoices issued by Composil ReUse are payable immediately upon receipt.

Any payment facility that may have been granted does not create any obligation for Composil ReUse to maintain such arrangements. Any failure to pay on time will automatically result, without prior notice and without prejudice to potential damages and interest, in:

• The immediate payment of all sums owed by the customer, including those originally scheduled for later due dates.
• The application, starting the day after the payment due date, of a late payment penalty equal to 15% of the invoice amount, with a minimum charge of 100 euros per invoice, plus contractual interest of 12% per year until full payment of the invoices.
• The right for Composil ReUse to suspend all services, which will only resume after full payment of the amounts due, including late payment penalties.
• The right for Composil ReUse to terminate the contract.
• The right for Composil ReUse to abandon the project site, with all incurred travel expenses remaining payable by the customer, and all payments already made being retained as compensation.
• The obligation for the customer to cover any legal costs arising from debt collection actions.

If the customer’s financial situation deteriorates in a way that jeopardizes Composil ReUse’s ability to recover payments, Composil ReUse reserves the right to suspend or cancel ongoing services. Composil ReUse may also require guarantees or advance payments, with services being suspended until such guarantees or payments are provided. Payments must always be made to the registered office of Composil ReUse.

Article 10. CONFIDENTIALITY

The customer agrees to maintain strict confidentiality regarding any information obtained during the negotiation and execution of orders, unless otherwise agreed in writing by Composil ReUse.

Article 11. FORCE MAJEURE

By express agreement, the following are recognized as force majeure events, in addition to those typically accepted under Belgian case law: supply chain disruptions, labor and/or material shortages, strikes, transport interruptions, and epidemics.

Initially, force majeure will suspend the obligations of both parties. If the force majeure event lasts for more than one (1) month, either party may terminate the contract by sending a registered letter with acknowledgment of receipt.

Article 12. DECLARATION OF INSOLVENCY – BANKRUPTCY PROCEEDINGS

If the customer declares insolvency, enters into bankruptcy proceedings, judicial reorganization, or liquidation, they must immediately inform Composil ReUse by registered letter with acknowledgment of receipt. The same applies if an ad hoc representative is appointed on behalf of the customer.

Article 13. SEVERABILITY

It is expressly agreed between the parties that if one or more clauses of these GTCS are deemed null or declared void under applicable law, regulations, or a final court ruling, the affected clauses will be reduced to what is legally permissible, and the remaining provisions will retain their full force and effect.

Article 14. NON-WAIVER

The fact that Composil ReUse does not enforce any provision of these GTCS at a given time shall not be interpreted as a waiver of its right to enforce it in the future.

Article 15. APPLICABLE LAW

Belgian law shall govern the performance and interpretation of these GTCS, to the exclusion of its conflict-of-law rules.

Article 16. JURISDICTION

Any dispute relating to these GTCS and/or the contractual relationship shall be subject to the exclusive jurisdiction of the courts of Brussels, regardless of the location of the order, delivery, payment method, or even in the event of a warranty claim or multiple defendants.

Article 17. CHOICE OF DOMICILE

The parties elect domicile at their respective registered offices.

Article 18. DATA PROTECTION

In compliance with applicable laws, Composil ReUse may collect and process personal data (hereinafter “Data”) about the customer during their interactions.

Data processing is based on the business relationship between the parties and will be conducted solely for commercial prospecting, customer relationship management, and statistical analysis.

The Data will be retained for as long as necessary for the above purposes and may be archived for evidentiary purposes if needed. The Data may be shared with Composil ReUse’s suppliers, service providers, or other Composil Group entities, particularly for internal administrative purposes. If data is transferred outside the European Economic Area, appropriate security and confidentiality measures will be implemented to ensure adequate protection.

The customer has the right to access, rectify, delete, and object to the processing of their Data by sending an email to gu@composil.eu or a letter to the registered office of Composil ReUse. The customer also has the right to file a complaint with the Commission nationale de l’informatique et des libertés (CNIL) or any other competent data protection authority.