Linde Gas a.s.
sídlo: U Technoplynu 1324, 19800 Praha 9 – Kyje
Bankovní spojení: UniCredit Bank Czech Republic and Slovakia, a.s. / 2113539415/2700
Společnost je zapsaná u Městského soudu v Praze v Obchodním rejstříku oddíl B, vložka 41
GENERAL TERMS AND CONDITIONS OF LINDE FOR THE SALE OF GASES AND RENTAL OF DISTRIBUTION
(hereinafter referred as to “GTC“)
The use of the website(s) provided by Linde GmbH, hereinafter “Linde Website”, is subject to the following terms and conditions, hereinafter “Terms and Conditions”:
- BASIC PROVISIONS
- These GTC form an integral part of any agreement under which Linde undertakes to supply the Customer with any technical, medical or specialty gas/gases in any state in Distribution Equipment or Supply Vessel (hereinafter referred to as the “Gas/es”) and / or lease to the Customer Distribution Equipment or Technical Equipment. The individual agreements are based on the Customer‘s acceptance of the Linde offer by means of agreement, Customer ́s order confirmed by Linde, and/or merely the takeover of the Distribution Equipment (hereinafter referred to as the “Contract”). The Parties are obliged to provide their identification and contact information correctly and truthfully and to inform the other Party about the change of this data without undue delay. The Contract is governed by the Czech law; any disputes arising from the Contract will be decided by the competent Czech courts with territorial jurisdiction according to Linde‘s registered office.Any act changing or terminating the Contract must be in written, which, however, is not observed in the form of electronic communication, the electronic form of a document, however, is enough for the price changes made by Linde. Linde will notify the Customer the price change esp. by e-mail and/or by publishing a new price list at Linde Points of Sale min. 15 days in advance. If the Customer refuses to change the prices in writing within 30 days, the new prices will not apply on the Customer, but Linde will have the right to terminate the Contract with three months‘ notice. If the price change takes place acc. to the formula agreed in the Contract, then the above will not apply, and prices adjusted under the formula shall take effect on the date specified in Linde ́s notice.The Customer agrees that Linde may fulfill its contractual obligations through third parties, in particular “Linde Partners”, i.e. persons authorized by Linde to sell goods, services and Distribution Equipment with Gas and to transfer them to/from Customers and/or „Linde Points of Sale“, which are outlets operated by Linde or Linde Partners.
- SUPPLY OF GASES IN DISTRIBUTION EQUIPMENT
„Distribution Equipment“ means a portable vessel or equipment for Gas supply in the form of Cylinders, Pallets, Bundles of Cylinders, Containers and Trailers. „Cylinder“ means a metal pressure receptacle for transporting Gas up to 90 l of water content. „Pallet“ means transport device adapted to transport individual Cylinders. „Bundle of Cylinders“ means several interconnected Cylinders on a common transport basis. „Container“ means a mobile container for transporting Gas of more than 90 l of water content. „Trailer“ means a road vehicle carrying interconnected Bundles of Cylinders. The Customer‘s order must contain at least the type of Gas, its quantity and the required date and place of delivery and must be delivered sufficiently in advance of the required date of delivery. If the place of delivery has not been agreed in the Contract, then the place of delivery of the Gases is the Linde Point of Sale. If no delivery date has been agreed, the Distribution Equipment will be shipped to the Customer by a Linde Partner, which shall deliver the Gases in Cylinders, Pallets, Bundles of Cylinders or Containers within two working days and Gases in Trailers within three working days. If the Customer fails to take over the Distribution Equipment at the agreed time, Linde will fulfil its obligation by allowing the Customer to take over the Distribution Equipment at the Linde Point of Sale. If the Customer or the carrier designated by him collects the Distribution Equipment at the Linde Point of Sale, then the Customer is responsible for the safe loading, transport and unloading of the Distribution Equipment and is obliged to observe the regulations concerning gas transportation, especially labor safety and operating rules including ČSN 078304. Customer‘s representative shall submit Linde customer card on which the Customer number is listed to get Distribution Equipment (or any other Linde product). For Gas subject to excise duty (e.g. LPG), the Customer is obliged to inform Linde of the intended use.
- SUPPLY OF GASES TO TECHNICAL EQUIPMENT
- Customers who purchase Gas from Linde in larger volumes can rent „Technical Equipment“ from Linde, which is used for the storage or distribution of Gas at the customer‘s site. The Technical Equipment that Linde leases to the Customer under a separate Contract and does not accrue to the real estate on which is built, even if it is firmly connected to it. „Supply Vessel“ means a type of Technical Equipment, usually consisting of a tank, an evaporator, a mixing station, filling pipes and fittings, to which Linde usually supplies liquid Gases. If the customer orders a remote monitoring service from Linde, Linde shall deliver the Gas to the Supply Vessel on a continuous basis so that the Customer has a sufficient supply of Gas in the Supply Vessel, taking into account its usual consumption. Even in the case of a remote monitoring service, the Customer is obliged to check the gauge reading which shows the filling level of the Supply Vessel, enter the gauge readings in the operating log and notify Linde of a sudden drop in the filling level or a drop below 15% of the Supply Vessel capacity. In other cases, Linde delivers the Gas to the Supply Vessel based on the Customer‘s partial orders, where each order specifies one supply of Gas. The order must contain at least the type of Gas, its quantity, the required date and place of delivery and must be sent to Linde at least three business days prior to the required date of delivery. For LPG, Linde will provide delivery within 15 days of order confirmation. The delivered amount of Gas shall be determined according to a calibrated flow meter mounted on a road tanker, unless otherwise agreed in the Contract.The Customer shall ensure that Linde has appropriate and secure access to the Supply Vessel free of charge 24 hours a day and will allow Linde to use the access road to the Supply Vessel for vehicles up to 48 tons. The Customer undertakes to enable Linde to perform the proper and timely filling of the Supply Vessel with Gas, in particular to maintain the Supply Vessel in a proper and serviceable condition, free of internal impurity, and to report to Linde without delay any facts that may affect Linde‘s performance of the Contract. If Linde cannot deliver Gas to the Supply Vessel due to a lack of cooperation of the Customer, it may charge the Customer for unsuccessful travel and Gas storage costs until its delivery. In the event of a planned interruption of Gas offtake from the Supply Vessel due to a short-term shutdown of the Gas consuming plant of the Customer or a planned increase in consumption of more than 30% compared to the previous average daily consumption, the Customer must notify Linde in writing of this fact no later than 24 hours in advance, stating the reason and duration of such a situation.
- RENTAL OF DISTRIBUTION EQUIPMENT
The rental relationship between Linde and the Customer arises upon the signature of the Contract, delivery note, or consignment note for the Distribution Equipment by the Customer or his representative. The Customer shall pay daily rent for the use of the Linde Distribution Equipment, which will be charged by Linde upon receipt of the Distribution Equipment and / or at least once a month. In the case of a long-term lease of the Distribution Equipment, the rent for the entire lease term is charged immediately after the conclusion of the Contract. For Linde Distribution Equipment, which the Customer has held for more than three months without a turnaround (i.e., replacement of empty for full), Linde is entitled to charge the customer additional rent. The amount of daily rent and additional rent is gover-ned by the Linde Price List published at Linde Points of Sale. Linde is also entitled to adjust rent rates during the rental relationship by delivering a notice of rent increase to the Customer at least 15 days before it becomes effective. Linde is entitled to demand a non-interest-bearing deposit up to the amount of the purchase price of the Distribution Equipment; Linde will return this deposit to the Customer after handover of the Distribution Equipment and the “deposit receipt” to the Linde Point of Sale, however is entitled to set off the receivables for the Customer against the deposit, in particular the costs of removing damage to the Distribution Equipment incl. internal pollution.The Customer shall return the Distribution Equipment at his expense at the Linde Point of Sale during its sale period; the Customer shall not be entitled to reimbursement for the Gases contained in the returned Distribution Equipment or to the refund of unused rent. The right of retention on the rented Distribution Equipment shall be excluded for the duration of the Contract.The Customer is responsible to Linde for theft, loss, damage, destruction or failure to return the Distribution Equipment in a timely manner, its accessories or barcode and other markings affixed to it. The surrender of the Distribution Equipment to third parties is not allowed. Linde Distribution Equipment may only be used for Gas supplied by Linde. The Customer undertakes to instruct its staff about the proper handling of the Distribution Equipment. The accuracy of the statement of the account of the leased Distribution Equipment, which is part of the rent statement, must be reviewed by the Custo-mer without delay. Objections are possible within 30 days after receiving the bill of rent, otherwise it is considered that the bill incl. the Customer‘s account statement has been accepted by the Customer as correct and the number of Distribution Equipment listed here is the basis for the rent in the following accounting period.
- DISTRIBUTION EQUIPMENT OF CUSTOMERS
- Upon agreement, Linde will also fill Distribution Equipment that are distinctive from Linde Distribution Equipment with its Gas. The Customer agrees that the performance of Linde shall include the exami-nation of the Distribution Equipment according to the applicable regulations prior to its filling and undertakes to pay Linde the price of such examination.
- PRICES AND PAYMENT TERMS
- If the price of Gas/es or other fulfilment is not specified in the Contract, it is governed by the current Linde Price List available at Linde Points of Sale. If a new tax, charge or similar obligation (greenhouse gas tax, etc.) is introduced or an existing tax or charge (toll, recycling fee, environmental or infrastructure charge, etc.) is changed, resulting in an increase in the price of Gas or Linde’s costs for production or distribution, Linde is entitled to reflect this increase in the price of the Gases supplied as well as other fulfilment. In the event of a lack of Gas caused by, in particular, breakdowns or outages, Linde shall be entitled to reduce supply volume of Gas or apply a monthly or weekly gas supply limit based on the agreed gas supply, provided that if the Customer withdraws Gas above the specified limit, Linde is entitled to charge him a fee determined by Linde for this situation. Together with the price of the delivered Gas, Linde shall be entitled to charge the Customer the surcharges in accordance with the valid Linde Price List published at Linde Points of Sale, in particular the ADR surcharge, Road and Energy surcharge for each Distribution Equipment and the delivery of liquid Gas to the Supply Equipment; a seasonal surcharge for liquid carbon dioxide and/or a fee for the relevant clearance.If stated by the Contract or by law, Linde will issue to the Customer upon delivery of the Product (Gas, goods, service) a bill containing the particulars of a tax document containing the price of the products, surcharges and other amounts to which Linde is entitled (e.g. Distribution Equipment or contractual penalties). The due date of tax documents is fourteen days from the date of issue, unless a longer period is specified on the tax document. The tax document is deemed to be delivered within two days of dispatch. The Customer is entitled to raise any objections to the price charged by Linde only within 30 days of receipt of the bill. By disclosing its e-mail address, the Customer grants Linde the right to send the Customer electronic invoices by e-mail. If the Customer is in delay with payment billed by Linde, Linde shall be entitled to claim a contractual penalty of 0.03% of the amount due for each day of delay and damages. For a Customer who does not reliably prove his solvency or payment discipline, Linde may require an advance payment, and Linde is entitled to charge this advance against its receivables from the Customer. Until the full payment of the product delivered by Linde to the Customer, the product shall remain the property of Linde.
- LIABILITY FOR DEFECTS AND DAMAGES
- Linde guarantees that the Gas complies with the specifications in the relevant Linde ́s data sheet or eventually certificate but does not provide any guarantee of the suitability of the Gas for a particular purpose. If Linde sells the Customer used Distribution Equipment or used Technical Equipment, Linde is not liable for any defect and/or the damage caused by such equipment. If, in the Contract determines the agreed quantity of Gas in ”m3”, it refers to the state of the Gas at 15 °C and a pressure of 0.1 MPa. If the Gas delivered to the Customer is defective or does not correspond to the quantity of the Gas delivered, the Customer has the right to make a complaint, which is governed by the Linde Complaints Procedure Code, which is available on the Linde website. For claims regarding the quality of Gas, no more than 50% of the filling must be consumed, due to the possible performance of proper control analyses. Distribution Equipment with defective Gas may not be used anymore and must be returned to the Linde Point of Sale after conspicuous marking. In case of delayed deliveries or a Gas supply outage, the Customer may withdraw from the Contract, only if Linde fails to deliver Gas within an additional period upon the Customer‘s written request. If the Customer is a consumer, the entity responsible for out-of-court settlement of the customer‘s dispute with Linde is the Czech Trade Inspection, further information is available at www.coi.cz.If the Distribution Equipment is stolen, damaged or not returned, the Customer shall pay Linde a contractual penalty for each Cylinder of CZK 4,000, for each Pallet of CZK 5,000, for each Bundle of Cylinders of CZK 80,000, and for each Container or Trailer of CZK 100,000, and Linde is also entitled to claim damages from the Customer. If the Customer is in default of any payment charged by Linde, Linde shall be entitled to cease the supply of Gas, further lease of the Distribution Equipment or sale of other products (goods, services) to the Customer, until the full due amount is paid.If, in the performance of the Contract, one Party becomes under an obligation to compensate the other Party a harm that is not caused intentionally, by gross negligence or to the natural rights of a person, then the Parties shall be liable to one another only for direct damage, with the result that indirect, consequential damages or lost profits are excluded. The total damage incurred in respect of all partial damage events during the term of the Contract is limited to CZK 20 million, and the total damage resulting from one damage event is limited to CZK 10 million. The right to damages and the granting of unjust enrichment shall become time-barred during the three-year limitation period, which runs from the moment the damage occurs. All force majeure events, so extraordinary obstacles arising independently of the will of the Party, as well as operational, transport and energy strikes, failures and lockouts or breakdowns and lockouts of production resources, exempt the affected Party from liability for fulfillment of his contractual obligation (incl. delays) for the duration and to the scope of these events. This also applies when these events occur at the subcontractors of the Parties. The event of force majeure does not affect the obligation to pay rent for the leased Technical Equipment, the Distribution Means or the prices for Gas.
- PROCESSING OF PERSONAL DATA
Each Party undertakes to inform all its representatives and other natural persons whose personal data makes available to the other Party (hereinafter referred to as „Data subjects“) about the processing of their personal data by the other Party, to the extent required by Article 13 and 14 of the General Data Protection Regulation EU / 2016/679 (“GDPR”). Information describing how Linde processes the personal data of its customers, resp. customer representatives are published on the websites https://www.linde-gas.cz/cs/footer/dataprotection.
- CHANGES OF GTC
The GTC are effective as of 1 January 2021 and are available at the Linde Points of Sale and on the website https://www.linde-gas.cz/en/footer/legalnotice.html. Linde is entitled to amend or supplement GTC but is obliged to inform the Customer of the new GTC at least 15 days in advance, for example by posting them on the Linde website or by sending a new version of the GTC by e-mail, delivery note or invoice. If the Customer refuses the new wording of GTC in writing within 30 days, the new wording of GTC will not apply to the Customer.
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