Terms and conditions

Version 1.0 · In force from [EFFECTIVE DATE] · Draft pending legal review

This is a translation for convenience. The Spanish version, Términos y Condiciones, is the governing version and prevails in case of any difference.

1. Who we are and who these terms apply to

Bluegreen is a brand of:

Legal name: [LEGAL NAME]
Tax ID (RFC): [RFC]
Address: [FULL REGISTERED ADDRESS]
Contact: bluegreen@pietrini.ai · [PHONE]
Site: https://bluegreenmaterials.com

These Terms and Conditions (the "Terms") govern buying and selling ferrous steel scrap with Bluegreen, the coordination of its transport, and the use of our site and our portal.

Bluegreen buys and resells. We buy scrap from the companies that generate it, coordinate its pickup with carriers and sell it to electric arc furnace mills and foundries. We are not an intermediary that only connects the parties: when we buy a lot, the material becomes ours (see §7) and we then sell it on our own account.

We are a business-to-business service. We work with companies and business individuals that have an RFC. We do not offer our services to consumers.

2. Acceptance

By requesting an offer, accepting one, using the portal or signing a document in it, you accept these Terms on your own behalf and, where applicable, on behalf of the company you represent. If you do not agree with them, do not use our services.

If you act for a company, you represent that you have authority to bind it. When the portal asks whether you sign for the company, your answer must be true.

3. Definitions

Bluegreen, we, us: [LEGAL NAME], which operates the Bluegreen brand.
Seller or generator: the company that sells us scrap.
Buyer: the mill or foundry we sell scrap to.
Logistics partner or carrier: the company that moves material on our behalf.
Portal: the account area at https://bluegreenmaterials.com where sellers, buyers and logistics partners review and sign their transactions.
Lot: a set of material that is offered, collected, weighed, paid for and delivered as one unit.
Offer: the price per tonne and conditions we propose in writing to buy a lot.
Handover record: the document signed by whoever delivers and whoever receives the material at each change of hands.
Chain of custody: the record of every change of hands of a lot, from pickup to delivery to the buyer.
Impact certificate: the document that estimates the emissions avoided by a lot (see §11).

4. Portal accounts

4.1 Requirements

Be at least 18 years old and act for a company with an RFC.
Provide true, complete and current information, including tax information.
Use a valid email address of your own.

4.2 Personal accounts

Each person uses their own account and keeps their password safe. An account is not shared between people, even if they work at the same company. What is done with an account is attributed to its holder and to the company they represent.

If you suspect someone else used your account, let us know right away at bluegreen@pietrini.ai.

5. Offers

An offer is made in writing, based on the information and photos you give us, and states the material, the price per tonne and how long it is valid.
The weight in the offer is an estimate. The purchase is paid on the real net scale weight.
If the real weight differs by more than 15% from the estimate, we ask you to confirm again before settling. Nothing is ever settled silently.
An expired offer does not bind us. If you want to go ahead, we make you a new one.

6. What the seller warrants

6.1 Seller warranties

By accepting an offer, the seller warrants:

That it owns the material or is authorised to sell it, and that its origin is lawful.
That the material is not hazardous waste and contains no closed containers with residues, polychlorinated biphenyl (PCB) oils, asbestos, radioactive sources or explosives.
That the tax information it gives us is correct and current.
That it will provide safe access for pickup and an on-site contact person.

6.2 What we do not accept

We do not buy material without proof of origin, or goods that are commonly stolen (cable, manhole covers, road signs, rail or utility equipment) without the owner's paperwork. The full list is under what we do not accept.

If we find material of doubtful origin, we suspend the transaction and may notify the authorities.

6.3 Material that does not match

If the material collected does not match the description (another grade, impurities, contaminants), we may adjust the price with photo evidence or return the material. We show you the evidence before settling.

7. Pickup, custody and risk

Each pickup is documented with a Carta Porte, a scale ticket with photo and a handover record signed by whoever delivers and whoever receives.
Carriers moving material on our behalf hold a federal SICT permit and travel with their Carta Porte.
Ownership and risk of the material pass to Bluegreen when the handover record is signed at pickup. [TO BE CONFIRMED WITH COUNSEL]
A lot with an open discrepancy cannot be signed until it is resolved.
Every change of hands is recorded in the lot's chain of custody.

8. Payment and invoicing

We pay by transfer within the period stated in the offer, against a valid CFDI from the seller.
We apply the withholdings required by law. When a company buys scrap, this includes withholding 100% of the VAT. See regulation.
A paid lot is never edited. Any later correction is made with a new document, such as a credit note.
Each party is responsible for its own tax obligations.

9. Sales to buyers

Sales to mills and foundries are documented with their own offer, letter of intent or contract, signed in the portal. Where that document is silent, these Terms apply. [TO BE CONFIRMED WITH COUNSEL]

Each delivery to the buyer is documented with its handover record and scale ticket, just like the pickup.

10. Logistics partners

Logistics partners move material on our behalf and do not acquire ownership of it. They undertake to:

Hold current permits for federal freight transport and the documents of the vehicle and the driver.
Travel with the Carta Porte for each trip.
Sign the handover record when they receive and when they deliver the material, and report any discrepancy immediately.

11. Impact certificate

The environmental impact certificate is a documented estimate of the emissions avoided by a lot, calculated as explained in the impact methodology.

It is not a carbon credit, it is not tradable and it cannot be sold or transferred as such.
It does not guarantee any result in anyone's emissions inventory.
Anyone can verify its authenticity on the site. Public verification shows no personal data.
If a weight is corrected, a new version of the certificate is issued. The previous one is never overwritten.

12. Electronic signature and record keeping

Letters of intent, contracts and records are signed electronically in the portal. The signature records who signed, when and from where, and is kept under NOM-151-SCFI-2016.

Identity verification may be required to sign. That verification processes biometric data, which is sensitive data, and is only done with your express consent (see the privacy notice).

You agree that documents signed this way bind you just as if you had signed them on paper.

13. Use of the portal

13.1 Prohibited conduct

You may not:

Access or try to access other companies' information.
Automate use of the portal (bots, scraping, scripts) without our written authorisation.
Try to breach the portal's security, probe its defences or interfere with its operation.
Copy, decompile or reverse engineer the portal.
Provide false information, upload altered documents or sign for someone else.
Use the portal for any unlawful activity.

13.2 Content you upload

You are responsible for the photos, documents and data you upload. You keep ownership of them and grant us a non-exclusive, royalty-free licence to store them, show them to those involved in the transaction and use them as evidence of the transaction for as long as we must keep them.

14. Intellectual property

The Bluegreen brand, the design of the site and the portal, their code, their databases and the impact methodology belong to [LEGAL NAME] or to its licensors. These Terms give you no rights over them, other than to use the portal in accordance with these Terms.

15. Privacy

The processing of personal data is described in the privacy notice, the use of cookies in the cookie policy and how to request data deletion in the data deletion policy.

16. Liability

[LIABILITY LIMITS TO BE DEFINED WITH COUNSEL]

Nothing in these Terms limits liability that the law does not allow to be limited, including liability for wilful misconduct or gross negligence.

17. Indemnification

Each party will hold the other harmless from claims, fines, damages and reasonable expenses (including legal fees) arising from:

Its breach of these Terms or of an accepted offer.
False information it provided, including tax information and information on the origin of the material.
Material that turns out to be stolen, hazardous or contaminated contrary to the warranties in §6.

This obligation survives the end of the relationship.

18. Suspension and termination

18.1 By Bluegreen

We may suspend or close an account, or stop a transaction, if:

These Terms are breached.
We detect signs of fraud, material theft or identity impersonation.
An authority or the law requires it.

We will let you know by email, unless doing so would put an investigation or the safety of others at risk.

18.2 By the user

You can stop using the portal whenever you want. To close your account, write to [EMAIL FOR ARCO RIGHTS] (see the data deletion policy).

Termination does not extinguish pending obligations: lots in progress, payments, tax documents and records awaiting signature.

19. Force majeure

Neither party is liable for failures caused by events beyond its reasonable control, such as natural disasters, acts of authority, road blockades, widespread internet outages or the suspension of services by critical providers. The affected party will notify the other as soon as possible and both will do what is reasonable to resume operations.

20. Changes to these Terms

If we change these Terms, we will publish the new version on this page with its date and, if the change is significant, let you know by email or in the portal.

Transactions in progress continue under the Terms in force when the offer was accepted.

21. Severability

If any provision of these Terms is held invalid, it will be deemed adjusted to the minimum extent needed to make it valid or, if that is not possible, removed, without affecting the validity of the rest.

22. Governing law and jurisdiction

These Terms are governed by the laws of the United Mexican States, in particular the Commercial Code (Código de Comercio). For any dispute, the parties submit to the competent courts of [CITY] and waive any other jurisdiction that might apply to them by reason of their present or future domicile.

23. Contact

General email: bluegreen@pietrini.ai
Personal data and ARCO rights: [EMAIL FOR ARCO RIGHTS]
Phone: [PHONE]
Address: [FULL REGISTERED ADDRESS]
Help: help center