Obchodné podmienky

Obchodné podmienky

GENERAL TERMS AND CONDITIONS OF SALE

EAA – OIL SLOVENSKO, s.r.o.

 

  1. GENERAL

Unless otherwise agreed in writing, these general terms and conditions of sale (“GTCs”) comprise the basis on which EAA – OIL, s.r.o.  (“Seller”) sells product and/or services related to such product (together “Product”). Buyer’s terms and conditions of purchase shall not apply. In these GTCs, Seller and the counter party to any Contract shall be referred to as “Seller” and “Buyer” respectively; each may also be referred to as “Party” and together as “Parties”. Any abbreviation of an international commercial delivery term in a Contract document shall be deemed to be a reference to Incoterms. In case of any inconsistency between the English version of these GTCs and a version in any other language, the English version shall prevail. “Affiliate” means a legal or natural person which (i) Controls or (ii) is Controlled by or (iii) is under common Control with a Party. “Control” occurs where ever a legal or natural person directly or indirectly through one or more intermediate legal persons owns or controls in aggregate fifty percent or more of voting power. “Change of Control” occurs whenever a legal or natural person (other than an Affiliate of that Party) either ceases to have Control of a Party or acquires such Control. “Contract” means the relevant Order Confirmation, these GTCs and any other terms agreed in writing and signed by the Parties.  “Producer” means the manufacturer and/or supplier of Seller’s Product. “Dispute” shall mean any dispute, controversy or claim arising out of or in connection with this Contract or its subject matter or formation, whether in tort, contract, under statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim. “Order Confirmation” means the written confirmation from Seller to Buyer in relation to supply of Product.

  1. PRODUCT QUANTITY/QUALITY

Buyer’s orders are subject to Seller’s Order Confirmation. Seller warrants that at the last point before risk of loss transfers to Buyer, Product shall conform to the specifications provided by Seller or, if not provided, as published by Seller. Seller makes no other warranty or representation of any kind concerning Product, whether of satisfactory quality, merchantability, fitness for any particular purpose or otherwise, and none shall be implied. Seller shall (at its cost) measure, sample and test Product in its customary manner at the loading location to determine the quantity and quality of Product delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Product loaded.

  1. DELIVERY

Deliveries shall take place evenly spread over the Contract Period. Except otherwise agreed, sales are under EX -WORK Incoterm condition. Risks of loss or damage to Product shall pass to Buyer as the Product passes Seller’s when Product exits the warehouse where Product was stored in Seller’s premises. Title to Product shall pass to Buyer simultaneously with risk and under condition of Product’s payment. A specific delivery condition of this Contract shall prevail if it is in conflict with any prescribed Incoterm.

  1. TAX

Where any VAT, sales  and use tax, excise duty,  energy tax,  customs duty,  environmental or disposal contribution, other similar tax  or  governmental  charge (“Tax”) becomes payable by Seller to a third party in relation to the supply, sale, release from a tax warehouse or transport of the Product, Buyer shall pay such Tax to Seller in addition to the sales price. In general, where applicable and legally possible under tax legislation, Seller will apply – upon Buyer’s request in written - a tax exemption, 0% rate or any other tax facility applicable and Buyer shall provide Seller with information and documents requested by Law. If any (additional) Tax becomes due because Buyer has not timely provided Seller with the required documents or information for the tax facility, or because of any fraud, loss or misappropriation in relation to the Product, documents or information, Buyer will indemnify Seller against all liabilities for such Tax which Seller reasonably needs to pay to a third party, including any interest, penalties and costs.

  1. PRICE, PAYMENT, CREDIT

Invoiced amounts shall reach – in invoiced currency - Seller’s nominated bank account, net of all bank charges and without deduction, withholding or setoff, no later than the last day of the agreed payment term. Any late payment shall bear simple interest at 0.05% per day but such rate shall be capped at the maximum rate allowed by Law. At Seller’s request, Buyer shall submit financial performance data of Buyer and its guarantors and, prior to any assignment or novation, of any proposed assignees or novatees of Buyer. Additionally, Buyer agrees to dialogue with Seller in sufficient detail as is necessary for Seller to form a clear judgment on the financial health of Buyer, its guarantors and any proposed assignee or novatee. If Buyer fails to comply with this provision or, in the event that Buyer’s (or its guarantors’ or other providers’ of security where applicable) credit worthiness or ability to pay is or may be impaired, in the reasonable opinion of Seller (including but not limited to as a result of a Change of Control), Buyer shall upon Seller’s request provide security for payment in the form requested by and satisfactory to Seller at Buyer’s expense and Seller in addition to any other remedies shall have the right to without further notice to postpone or withhold supply of Product to Buyer until such security is provided. If Buyer fails to pay any indebtedness to Seller in accordance with the terms for such indebtedness (whether or not under this Contract), Seller may in addition to any other remedies, upon written notice to Buyer, postpone or withhold the supply of Product, withhold any discounts, rebate, credit and/or price allowance (notwithstanding any other provision of this Contract), change payment terms, cancel and/or terminate this Contract.

  1. LIABILITY AND CLAIMS

Notwithstanding anything to the contrary in this Contract, Seller’s and any of Seller’s Affiliates’ total liability for any claim arising out of or in connection with this Contract including without limitation for breach of contract, warranty or statutory duty, or tort including Seller’s or its Affiliate’s negligence shall not exceed the Price of the relevant quantity of Product, if delivered, or, if liability arises from a failure to deliver, the sale price of the relevant quantity of Product had it been delivered. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (the “Indemnified Party”) its Affiliates, directors, officers and employees against any liability (whether strict, absolute or otherwise) for any claim, loss, damage, cost and expense, including but not limited to reasonable legal fees or attorneys’ fees and other costs of dispute resolution, on account of any injury, disease or death of persons or damage to property or the environment arising out of or in connection with (i) in the case Buyer is the Indemnifying Party, Buyer’s unloading, storage, handling, purchase, use, sale or disposal of the Product; (ii) in the case Seller is the Indemnifying Party, Seller’s loading, storage or handling of the Product; and/or (iii) any failure by the Indemnifying Party to disseminate safety and health information pursuant to this Contract. The indemnities above in this clause shall exclude liability to the extent caused by the Indemnified Party’s negligence. No Party (even if negligent) will be liable to the other for any incidental, indirect, special, consequential, or punitive cost, expense loss or damage including but not limited to loss of production, loss of use, loss from business interruption, indirect loss of profit, loss of business, loss of goodwill or reputation, or wasted expenditure, provided however that this exclusion of liability shall not apply to claims by an Indemnified Party to recover any such damages paid to a third party (meaning any person or entity that is not a Party, an Affiliate, employee, officer or director of a Party or its Affiliate). Any claim under this Contract shall be made by Buyer by written notice, setting forth fully the facts on which it is based, as soon as reasonable after the date when the facts were discovered or should have been discovered but in any event no more than 60 days after the loading date or month of delivery in the case of pipeline sales.

  1. FORCE MAJEURE EVENT

A Party affected by a Force Majeure Event (“Affected Party”) shall not be liable for its failure to fulfil any term of this Contract, other than the obligation to pay any sum when due or to provide security, if and to the extent that such fulfilment has been delayed, hindered, curtailed or prevented by any circumstance or event outside its reasonable control, or by fire, explosion, strike, plant malfunction, unplanned shutdown, shutdown in anticipation of a breakdown, or Seller’s inability to acquire from its usual supply source(s) Product, materials or services (“Force Majeure Event”). When a Force Majeure Event at one or more of Seller’s supply sources results in a shortfall of Product available to meet its supply obligations, Seller shall apportion any reduced quantity of Product amongst Seller, its customers and its Affiliates in a manner it determines to be fair and reasonable. Seller shall not be required to acquire Product to replenish any shortfall in Product arising as a result of a Force Majeure Event. Should Seller acquire any quantity of Product following a Force Majeure Event, Seller may use or distribute such Product at Seller’s sole discretion. Buyer may acquire any shortfall quantity of Product from other sources at Buyer’s own risk and cost. The affected Party shall promptly notify the other Party in writing with reasonable details of such event.

  1. HSSE

Buyer shall disseminate appropriate health, safety, security and environment (“HSSE”) information to all persons (including but not limited to Buyer's employees, contractors and customers) as required by law or which Buyer foresees may be exposed to Product.

 9. ASSIGNMENT

Either Party shall obtain the written consent of the other Party prior to and as a condition of the assignment, transfer or novation of any right, benefit and/or obligation under this Contract (including rights to receivables) except that, subject to the Price, Payment, Credit clause as above no consent shall be required where the novatee, transferee or assignee is either an Affiliate of a Party or is a purchaser of or other successor to a significant portion of the assets used to manufacture Product sold to Buyer.

10. SDS

Where necessary, Seller will furnish Buyer with Safety Data Sheets (“SDS”). Buyer will comply with all applicable Laws concerning the availability and use of the Product SDS and Buyer will disseminate appropriate HSSE information to all persons (including but not limited to Buyer’s employees, contractors and customers) as required by applicable law or which Buyer foresees may be exposed to Product. When Buyer further processes, mixes or incorporates the Product into another material, resells, exchanges and/or transfers or otherwise deals with the Product, Buyer agrees to develop and use its own branded SDS and certificates of analysis consistent with the regulatory requirements of the jurisdiction(s) in which Buyer markets the Product, and Buyer shall not use any of Seller’s or Producer’s trademarks, the Seller’s or Producer’s name, Seller’s or Producer’s contact numbers and emergency numbers or the Seller’s or Producer’s Branded SDS on the Buyer’s SDS or certificates or analysis for the Product without obtaining the prior express written consent of Seller. Buyer will take reasonable steps to obtain obligations similar to those in this paragraph from its customers to whom it sells the Products.

11. TERMINATION

This Contract may be terminated immediately by a Party (without prejudice to its other rights and remedies) if the other Party (i) becomes insolvent, makes an assignment for the benefit of its creditors, or is placed in receivership, administration, liquidation or bankruptcy; or (ii) is in breach of any term of the Contract and fails to remedy such breach within thirty (30) days after its receipt of written notice of such breach from the non-breaching Party.

  1. LAW AND DISPUTES

This Contract and any Dispute will be exclusively governed by and construed in accordance with the laws of Czech Republic, excluding conflict of law rules and choice of law principles that would deem otherwise. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Contract. The Parties irrevocably and unconditionally agree that the courts of Prague, Czech Republic shall be the exclusive forum to settle and resolve any Dispute between the Parties. In the performance of this Contract, each Party shall comply with all applicable laws and governmental decrees, rules, regulations and orders. All provisions with respect to payment rights and obligations, disclaimers of warranties, waivers of claims, indemnification, limitations of liability, notice of claims, tax, governing law and dispute resolution, assignment, no waiver, ethics and compliance clauses and entire agreement clause shall survive the expiration or termination of this Contract.