Terms and Conditions
GENERAL TERMS OF SALE EAA - OIL, Ltd.
Unless otherwise agreed in writing, these General Terms and Conditions of Sale (hereinafter referred to as "GTC") form the basis on which EAA - OIL, Ltd. (hereinafter referred to as "Seller") sells the product or services related to this product (hereinafter referred to as "Product"). The Buyer's terms and conditions of purchase do not apply. In these GTC, Seller and the counterparty to any Contract are referred to as "Seller" and "Buyer"; each may also be referred to as a "party" and collectively as the "Parties". The abbreviation of International Commercial Terms of Delivery in the Contract Document shall be deemed to be a reference to Incoterms. In the event of a conflict between the English version of these GTC and the version in any other language, the English version shall prevail. "Affiliate" means a legal or natural person that (i) controls or (ii) is controlled by or (iii) is under common control with a Party. "Control" occurs when a legal or natural person, directly or indirectly through one or more intermediate legal persons, owns or controls in the aggregate fifty percent or more of the voting rights. A "change of control" occurs whenever a legal or natural person (other than an affiliate of the party) ceases to control or acquires control of the party. "Contract" means the applicable Order Confirmation, these GTC and other terms and conditions agreed in writing and signed by the parties. "Manufacturer" means the manufacturer and/or supplier of the Seller's Products. "Dispute" means any dispute, controversy or claim arising in connection with this Agreement or the subject matter or formation thereof, whether in tort, contract, at law or otherwise, including any issue relating to its existence, validity, interpretation, breach or termination and including any non-contractual claims. "Order Confirmation" means a written confirmation from Seller to Buyer in connection with the delivery of the Product.
2. QUANTITY/QUALITY OF PRODUCT
Buyer's orders are subject to Seller's order confirmation. Seller warrants that at the last point before risk of loss transfer to Buyer, the Product shall conform to the specifications provided by Seller or, if not provided, published by Seller. Seller makes no other warranty or representation of any kind regarding the Product, whether of satisfactory quality, merchantability, fitness for any particular purpose or otherwise, and none will be implied. The Seller shall (at its expense) measure, sample and test the Product in the usual manner at the point of loading to determine the quantity and quality of the Product delivered. The results of such measurement, sampling and testing shall, in the absence of fraud or manifest error, be deemed conclusive and binding as to the quantity and quality of the product loaded.
Deliveries shall be made uniformly throughout the contract period. Unless otherwise agreed, sales shall be in EX-WORK Incoterm terms. Risk of loss or damage to the Product shall pass to the Buyer when the Product leaves the Seller's premises when the Product leaves the warehouse where the Product has been stored. Title to the Product passes to the Buyer at the same time as the risk and subject to payment of the Product. The Special Delivery Condition of this Agreement shall prevail if it conflicts with any prescribed Incoterm.
In the event that any value-added tax, sales tax, excise tax, energy tax, customs, environmental or disposal tax, other similar tax or governmental charge ("Tax") becomes payable by Seller to a third party in connection with the delivery, sale, tax-free storage or shipment of the Product, Buyer shall pay such Tax to Seller in addition to the Sales Price. In general, if legally possible and legally enforceable, Seller shall - upon Buyer's written request - apply the tax exemption, 0% rate or any other applicable tax device and Buyer shall provide Seller with the information and documents required by law. If any (additional) tax is due because the Buyer has not provided the Seller with the required documents or information on the tax facility in time or due to fraud.
5. 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.
6. LIABILITY FOR A CLAIM
Notwithstanding anything to the contrary in this Contract, the aggregate liability of Seller and any of Seller's affiliates for any claim arising out of or in connection with this Contract, including, but not limited to, breach of contract, breach of warranty or statutory duty or tort, including the liability of Seller or its affiliate in negligence, shall not exceed the price of the applicable quantity of Product, if delivered, or, if liability arises from default, the sales price of the applicable quantity of Product, if delivered. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") its affiliates, directors, officers and employees from and against any and all liability (whether strict, absolute or otherwise) for any claim, loss , damage, costs and expenses, including but not limited to, reasonable legal fees or attorneys' fees and other costs of litigation for personal injury, illness or death or damage to property or the environment arising out of or in connection with (i) in the case of the Buyer being the Indemnifying Party, the unloading, storage, handling, purchase, use, sale or disposal of the Product; (ii) if Seller is the Indemnifying Party, the loading, storage or handling of the Product; and/or (iii) any failure of the Indemnifying Party to disseminate safety and health information under this Agreement. The indemnification amount set forth in this Section shall exclude liability to the extent caused by the Indemnified Party's negligence. Neither party (even if negligent) shall be liable to the other party for any incidental, indirect, special, consequential or punitive costs, loss or damages, including, but not limited to, loss of production, loss of use, loss of business interruption, indirect loss of profits, loss of business, loss of goodwill or reputation, or unnecessary expenses; provided, however, that this exclusion of liability shall not apply to claims by the indemnified party to recover any such damages paid to a third party (i.e. any person or entity that is not a Party, an Affiliate, an employee, officer or director of a Party or its Affiliate). Any claim under this Agreement shall be made by Buyer by written notice stating fully the facts upon which it is based as soon as practicable after the date on which the facts were discovered or should have been discovered, but in any event not more than 60 days after the date of loading or the month of delivery in the case of a sale of the Pipeline.
7. MAJEURE EVENT
The party affected by a Force Majeure Event (the "Affected Party") shall not be liable for failure to perform any of the provisions of this Agreement, except for the obligation to pay any amount when due or to provide security if and to the extent that such performance is delayed, hindered, restricted or prevented by any circumstance or event beyond its reasonable control or by fire, explosion, strike, plant malfunction, unscheduled shutdown, shutdown in anticipation of failure, or Seller's inability to obtain from its normal situation a source of (e) supplies of Product, materials or services ("Force Majeure Event"). If a Force Majeure Event at one or more of Seller's sources of supply results in a shortage of Product available to meet its supply obligations, Seller shall allocate any reduced quantity of Product among Seller, its customers and Affiliates in a manner it deems fair and reasonable. Seller shall not be obligated to purchase Product to make up for any Product deficiencies resulting from a Force Majeure Event. If Seller acquires any quantity of Product as a result of a Force Majeure Event, Seller may use or distribute such Product at Seller's sole discretion. Buyer may obtain any deficient quantity of Product from other sources at Buyer's sole risk and expense. The affected party shall promptly notify the other party in writing of such occurrence with reasonable detail. Seller may use or distribute such Product at its sole discretion. Buyer may obtain any insufficient quantity of Product from other sources at Buyer's sole risk and expense. The affected party shall promptly notify the other party in writing of such occurrence with reasonable detail. Seller may use or distribute such Product at its sole discretion. Buyer may obtain any insufficient quantity of Product from other sources at Buyer's sole risk and expense. The affected party shall promptly notify the other party in writing of such occurrence with reasonable detail.
Buyer shall disseminate relevant health, safety, security and environmental information ("HSSE") to all persons (including, but not limited to, Buyer's employees, contractors and customers) as required by law or to whom Buyer expects to be exposed to the Product.
Each Party shall obtain the written consent of the other Party prior to the assignment or transfer of any right, benefit and/or obligation under this Agreement (including rights to Claims), subject to price, and subject to the terms of the Payment, Credit Clause above, no consent shall be required if the novatee, assignee or transferee is either an affiliate of the Party or the purchaser or other successor to a substantial portion of the assets used to manufacture the Product sold to the Purchaser.
Seller shall provide Buyer with Safety Data Sheets ("SDS"), if applicable. Buyer shall comply with all applicable laws regarding the availability and use of the Product SDS and shall disseminate relevant HSSE information to all persons (including, but not limited to, Buyer's employees, contractors and customers) as required by applicable law or as Buyer anticipates. issued with the Product. If Buyer further processes, blends or incorporates the Product into other material, resells, exchanges and/or transfers or otherwise trades the Product, Buyer agrees to develop and use its own branded MSDS and analytical certificates in accordance with the regulatory requirements of the jurisdiction s) in which Buyer markets the Product and Buyer shall not use any of Seller's or Manufacturer's trademarks, Seller's or Manufacturer's name, Seller's or Manufacturer's contact and emergency numbers or Seller's or Manufacturer's branded SDS on Buyer's SDS or certificates or analyses for the Product without Seller's prior express written consent. Buyer shall take reasonable steps to obtain from its customers to whom it sells Products similar obligations as set forth in this paragraph.
A Party may terminate this Agreement immediately (without prejudice to its other rights and remedies) if the other Party (i) becomes insolvent, is assigned for the benefit of its creditors or is placed in administration, receivership, liquidation or bankruptcy. ; or (ii) breaches any term of the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching party.
LAW AND LITIGATION
This Agreement and any Dispute shall be governed exclusively by and construed in accordance with the laws of the Czech Republic, excluding conflict of laws rules and choice of law principles to the contrary. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract. The parties irrevocably and unconditionally agree that the courts in Prague and the Czech Republic shall be the exclusive forum for the settlement and resolution of disputes between the parties. In the performance of this Agreement, each party shall comply with all applicable laws and governmental decrees, rules, regulations and orders. All provisions relating to payment rights and obligations, waiver of warranties, indemnification, limitation of liability, notice of claims, tax, governing law and dispute resolution.