Terms & Conditions
ARTICLE 1. GENERAL
The following conditions shall exclusively apply to all offers of, instructions to, supplies by and agreements with GBZI COMTRADE LTD (hereinafter referred to
ARTICLE 2. TANK STORAGE
The General Terms and Conditions for Tank Storage in Germany shall apply in the event of tank storage, which terms and conditions are filed at the Office of the District Court in Passau. In the event of inconsistencies in or with the conditions, or these general terms and conditions, then these general terms and conditions shall prevail.
ARTICLE 3. OFFERS, ORDERS
All offers are without any obligation. An agreement shall only come into being after the written order confirmation of GBZI.
ARTICLE 4. PRICES
The prices made known by GBZI in catalogs or in any manner whatsoever are excluding VAT and shall not bind
ARTICLE 5. RISK, (DELIVERY) SUPPLY IN THE EVENT OF SALE
The risk for the goods shall pass from
a. at the moment the goods are offered at the delivery address agreed upon;
b. in the event it is agreed upon that the goods will be collected; at the moment the goods are available for collection.
ARTICLE 6. PACKAGING
Non-reusable packaging will not be taken back. Packaging designated to be reused shall remain the property of GBZI or third parties and shall only be taken back by GBZI if, according to
ARTICLE 7. ENVIRONMENT, WORKING CONDITIONS AND OTHER SAFETY REGULATIONS
1. In the event of deliveries by
2. The other party is responsible for the working conditions and safety within its own company. The other party must comply with all applicable statutory provisions, the local rules and regulations and the rules and regulations of the Health and Safety Inspectorate. The other party shall instruct its staff members in time and in advance in accordance with these rules and regulations.
3. The other party shall supervise that its staff members or third parties involved by it will observe the rules and regulations arising from the safety legislation applicable at that moment during the carrying-out of instructions – also if there is a question of oil and gas activities consisting of production and process support, technical support and maintenance of the pipelines, among other things. The other party shall also supervise that the staff members and/or third parties to be deployed by it will always have sound personal protective equipment at their disposal, all this in accordance with the requirements set by the Health and Safety Inspectorate, or another government body.
ARTICLE 8. MEANS OF TRANSPORT
The other party shall immediately unload and release the means of transport, also including the tank wagons, which are used by
ARTICLE 9. PAYMENTS, RETENTION OF TITLE
1. In the event of a sale or the carrying out of services, all payments by the other party must be done within the period mentioned in the invoice, without the right of set-off. In the event no full payment has taken place, then, by operation of law, the other party is in default towards GBZI without the fact that a notice of default is required and all claims, which GBZI has against the other party, are due on demand. This is also the case if the other party is put into involuntary liquidation or has applied for a moratorium on payments.
2. The other party is obliged to pay the statutory interest to GBZI as from the day the default commences until the day of the full payment. As soon as
3. In the event of a sale by
ARTICLE 10. CLAIM AND PRODUCT’S SOUNDNESS
1. The term ‘claims’ shall be taken to mean all grievances of the other party with regard to the quantity, quality and/or soundness of the deliveries of goods by GBZI.
2. Claims concerning non-external observable defects should be done in writing without delay, however within seven days after the delivery thereof at the latest, in the event of expiry of this period, each claim against GBZI with regard to the said defects shall be canceled. The other party shall sign for receipt and approval upon the receipt of the delivered goods.
3. External observable defects should be clearly mentioned without delay on the transport document to be signed upon receipt.
4. Submitted claims concerning a certain delivery do not suspend the other party’s obligation to pay with regard to the said and other delivery/deliveries nor do they give the other party the right of settlement.
5. With due observance of the limitations mentioned below GBZI guarantees the soundness of the goods delivered by it:
6. In the event the other party does not fulfill its obligation at all or in time towards GBZI in accordance with the agreement(s) entered into, then it is not allowed to submit claims.
7. The obligation with regard to the soundness of the Product of GBZI is explicitly limited to either the repair of the defects or the replacement of the defective goods or the dissolution of the agreement, wholly or in part, without judicial intervention and pro rata credit entry, all this at the choice of
ARTICLE 11. LIABILITY AND INDEMNITY
1. The liability of
2. In the event GBZI notwithstanding or based on the provisions of Article 11 paragraph 1 – for any reason whatsoever – is obliged to pay any damage, then the compensation per event or a series of related events with a joint cause shall not be higher than the amount equal to the invoice value of the purchase, the sale and/or the delivery of the goods or the carrying out of the service, for which damage has been caused.
3. By the way, each claim against GBZI shall be canceled by the mere expiry of the term of one year after the arising of the claim, unless a legal action with regard to this has been instituted against
4. The other party indemnifies GBZI, its staff members or persons deployed by or for it against all liabilities from third parties on the compensation of any damage suffered by the last-mentioned, caused by or otherwise related to goods from GBZI.
5. All defences, which GBZI can derive from the agreement entered into with the other party in order to wave aside its liability, can be invoked against the other party by its staff members and third parties, which are involved by it in the performance of the agreement, as if its staff members and these third parties were parties to the agreement.
6. Conditions with regard to the limitation of liability, exclusion, and definitions, which can be set up by third parties against GBZI, can also be set up by
ARTICLE 12. FORCE MAJEURE
In the event of force majeure on the part of
ARTICLE 13. DISSOLUTION
In the event of default as referred to in Article 9, as well as with regard to an obligation under any agreement entered into with
– the other party does not fulfill this at all, in time or properly;
– the other party is put into involuntary liquidation;
– the other party has applied for its own involuntary liquidation or when this will be applied.
– the other party has applied for a (provisional) moratorium on payments, to proceed to wind up, as well as when its capital has been attached, wholly or in part;
then GBZI is entitled to immediately dissolve each agreement with the other party without judicial intervention, without prejudice to the rights, which GBZI can derive from these conditions, agreement or the law against the other party, including the right on (full) compensation. In the event of dissolution of any agreement entered into with the seller by the other party, then the other party shall not be entitled to rely on the undoing of the performances already carried out from both parts and neither shall there be an obligation to compensate the value in the event the nature of the performance rules out that it will be undone.
ARTICLE 14. PROVISION OF SECURITY
The other party is obliged to, in response to a request to that effect from GBZI, furnish adequate security with regard to the claim, which GBZI has against the other party, by means of an irrevocable bank guarantee or by means of the granting of a security considered reasonably equivalent to this. As long as the other party has not fulfilled this, GBZI is entitled to suspend the fulfillment of its obligations.
ARTICLE 15. APPLICABLE LAW AND COMPETENT COURT
German Law is applicable to the agreement. Place of jurisdiction and place of performance is the competent Court of Passau.
ARTICLE 16. INCONSISTENCY BETWEEN THE GERMAN TEXT AND THE TRANSLATION
In the event of the inconsistency between the text of these terms and conditions in the German language and that in another language, the German version shall be binding.
Passau, August 2005