(hereinafter referred as to “GTC“)
Effective from 1.9.2019
1. Basic provisions
These GTC are 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 Device/s or Supply Equipment (hereinafter referred to as the “Gas/es”) and / or lease the Customer Linde Distribution Device/s.
The individual agreements are based on the Customer's acceptance of the Linde (Linde representative) offer by means of agreement, customer order confirmed by Linde, and / or merely the takeover of the Distribution Device by a Customer (hereinafter referred to as the “Contract”). 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. 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 Device with Gas and to transfer them to / from Customers and / or "Linde Points of Sale", which are outlets operated by Linde or Linde Partners. 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.
2. Supply of Gases in Distribution Devices
"Distribution Device" means a portable pressure vessel for Gas supply in the form of Cylinders, Pallets, Bundles of Cylinders, Containers and Trailers. "Cylinder" means a container 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 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 Device/s 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 Device/s at the agreed time, Linde will fulfill its obligation by allowing the Customer to take over the Distribution Device at the Linde Point of Sale. If the Customer or the carrier designated by it collects the Distribution Devices at the Linde Point of Sale, then the Customer is responsible for the safe loading, transport and unloading of the Distribution Device 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 Device (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.
3. Supply of Gases to Supply Equipment
"Supply Equipment" means a large-volume container to which Linde supplies especially liquid Gases. The 'Linde Supply Equipment' is Supply Equipment which Linde leases to the Customer under a separate lease Contract and does not accrue to the real estate on which is built, even if it is firmly connected to it.
Linde delivers Gas to the Supply Equipment continuously, based on a remote monitoring device and/or taking into account its usual consumption, so that the Customer shall have enough Gas in the Supply Equipment. The Customer will ensure that Linde has appropriate and secure access to the Supply Equipment free of charge 24 hours a day and will allow Linde to use the access road to the Supply Equipment for vehicles up to 44 tons. The Customer undertakes to enable Linde to perform the proper and timely filling of the Supply Equipment with Gas, in particular to maintain the Supply Equipment 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 Equipment 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 Equipment due to a short-term shutdown of the Gas consuming equipment 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 and the duration of such a situation.
4. Rental of Distribution Devices
The rental relationship between Linde and the Customer arises upon the signature of the Contract, delivery note or consignment note for the Distribution Device by the Customer or its representative. The Customer shall pay daily rent for the use of the Linde Distribution Device/s, which will be charged by Linde upon receipt of the Distribution Device and / or at least once a month. In the case of a long-term lease of the Distribution Device, the rent for the entire lease term is charged immediately after the conclusion of the Contract. For Linde Distribution Device, 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 governed 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 Device Linde will return the deposit to the customer after handover of the Distribution Device and the deposit receipt to the Linde Point of Sale and is entitled to set off the receivables for the Customer against the deposit, in particular the costs of removing damage to the Distribution Device incl. internal pollution.
The customer shall return the Distribution Device 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 Device or to the refund of unused rent. The right of retention on the rented Distribution Device 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 Device in a timely manner, its accessories or barcode and other markings affixed to it. The surrender of the Distribution Device to third parties is not allowed. Linde Distribution Device may only be used for Gas supplied by Linde. The Customer undertakes to instruct its staff about the proper handling of the Distribution Devices. The accuracy of the statement of the account of the leased Distribution Devices, which is part of the rent statement, must be reviewed by the Customer 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 Devices listed here is the basis for the rent in the following accounting period.
5. Distribution Devices of Customers
Upon agreement, Linde will also fill Distribution Devices that are distinctive from Linde Distribution Devices with its Gas. The Customer agrees that the performance of Linde shall include the examination of the Distribution Device according to the applicable regulations prior to its filling and undertakes to pay Linde the price of such examination.
6. Prices and payment terms
If the prices of Gas/es or other supplies are not specified in the Contract, they are governed by the current Linde Price List available at Linde Point of Sale. In the event of a lack of Gas caused by, in particular, breakdowns or outages, Linde shall be entitled to apply a monthly gas supply limit based on the agreed gas supply, provided that if the Customer withdraws Gas above the specified monthly 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 Device and the delivery of liquid Gas to the Supply Equipment; a seasonal surcharge for liquid CO2 and 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 Device 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 invoices for the delivered products 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 its 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 for Gas or another product delivered by Linde to the Customer, the product delivered shall remain the property of Linde.
7. Liability for defects and damages
Linde supplies the Customer with Gas/es in the quantity and quality specified in the Contract, otherwise in the quality and quantity corresponding to similar deliveries. 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 Device with defective Gas may not be used anymore and must be returned to the Linde Point of Sale after conspicuous marking.
In the event 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 Device 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 Device 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. 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, as well as operational, transport and energy failures, strikes, lockouts, exempt Party who is affected by them from contractual obligations for the duration and scope of such events. This also applies where those circumstances occur with the subcontractors of the Parties.
8. 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 of the General Data Protection Regulation EU / 2016/679 (“GDPR”).
9. Changes of GTC
These GTC are effective from 1st September 2019. Linde is entitled to amend these GTC but is obliged to inform the Customer of the new GTC at least 15 days in advance, especially by publishing them on the Linde website or by sending a new version of GTC by e-mail, delivery note or invoice. If the Customer refuses the new wording of the GTC in writing within 30 days, the new GTC will not apply to the Customer.