(hereinafter the "GTC")
1. Basic Provisions
These GTC are part of any contract under which Linde undertakes to supply the customer with any technical, medical or specialty gases in any state in the Distribution Mean or to the supply facility (hereinafter the "Gas/Gases") and/or to lease the Distribution Means of Linde.
The individual contracts are established by accepting the offer of Linde (the Linde representative) to the customer by contracts, customer orders confirmed by Linde, and/or by simply accepting the Distribution Mean by the customer (hereinafter the "Contract"). Legal actions to change or terminate the contract require a written form, which is not considered an electronic form of communication, but an electronic form of the document is sufficient for price changes by Linde. The Customer agrees that Linde may fulfil its contractual obligations through any third parties, in particular the "Linde Partners", that is persons authorized by Linde to sell goods, services and the gas Distribution Means and transport them to/from customers and/or the "Linde Points of Sale", which are operated by Linde or the Linde Partners. The parties are obliged to provide their identification and contact details correctly and truthfully at the conclusion of the contract and without undue delay to inform the other party about the change of these details.
2. Gases Supply in the Distribution Means
"Distribution Mean” is a portable pressure vessel for supplying gas in the form of bottles, pallets, fixed bundles of bottles, containers and trailers. "Bottle" is a metal pressure vessel for the transport of gases up to 90 litres of water capacity. "Pallet" is a transport device adapted for transporting individual bottles. "Fixed bundle of bottles" is several interconnected bottles on a common transport basis. "Container" is a mobile gas transport container of more than 90 litres water capacity. "Trailer" is a road vehicle carrying fixed bundles of bottles which are interconnected.
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 well in advance of the required delivery date. If no place of delivery has been agreed in the contract, then the place of gas supply is the Linde point of sale. If no delivery date has been agreed, the Distribution Mean will be transported to the customer by the Linde Partner delivering gases in bottles, pallets, fixed bundles of bottles or containers within two working days and gases in a trailer within three working days. If the customer does not take over the gas Distribution Mean on the agreed date, Linde will fulfil its obligation by allowing the customer to take over the gas Distribution Mean at the Linde point of sale. If the customer or the carrier designated by him picks up the Distribution Mean at the Linde point of sale, then the customer is responsible for the safe loading, transport and unloading of the Distribution Mean and is obliged to comply with the gas transport regulations, in particular labour safety rules and operating regulations including STN 078304. Upon receipt of the Distribution Mean (or any other Linde product), the customer representative is required to present Linde his customer card showing the customer ID. In the case of gas that is subject to excise duty (e.g. LPG), the customer is obliged to notify Linde of its intended use.
3. Supply of Gas to the Supply Facilities
"Supply Facility" is a large-volume container to which Linde generally supplies liquid gases. “Linde Supply Facility” which Linde leases to the customer under a separate contract does not form part of the property on which it is built, even if it is firmly connected to it. As a rule, Linde supplies gas to the supply facility on the basis of remote condition monitoring devices so that the customer has sufficient supply of gas in the supply facility, taking into account his normal consumption. If the Supply Facility is equipped with a remote gas monitoring device, Linde delivers Gas to the Supply Facility continuously so that the Customer has sufficient supply of Gas in the Supply Facility, taking into account his usual consumption. If the Supply Facility is not equipped with a gas monitoring device, Linde delivers Gas to the Supply Facility based on Customer's partial orders containing at least the type of Gas, quantity, the required date and place of delivery. Orders of Gas delivery to the Supply Facility shall be delivered to the Linde Point of Sale at least three business days prior to the requested delivery date. The customer will ensure free and convenient access of Linde to the supply facility 24-hours daily and allow Linde to use the driveway to the supply facility for vehicles up to 48 t. The customer undertakes to allow Linde to properly and timely fill the gas supply facility, in particular to maintain the gas supply equipment in a proper and operational condition, free of internal contaminants, and to report immediately to Linde facts that may affect the fulfilment of the Linde's contractual obligations. If Linde is unable to supply gas to the supply facility due to the customer not cooperating, Linde may charge the customer for unsuccessful trip and gas storage costs until delivery. In the event of a planned interruption of gas off-take due to a short-term shutdown of the customer's gas equipment 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 and the duration of such cases.
4. Lease of the Distribution Means
The lease relationship between Linde and the customer arises upon the signature of the contract, delivery note, or transport note to the Distribution Mean by the customer or his representative.
The customer is obliged to pay daily rent for the use of the Linde Distribution Means, which will be charged by Linde upon receipt of the Distribution Means and/or at least once a month. In the long-term lease of the Distribution Means, the rent for the entire lease term is charged immediately after the conclusion of the contract. For Linde Distribution Means, which the customer has held for more than three months without a “turnaround” (i.e., exchange of empty ones for the full ones), Linde is entitled to charge the customer additional rent. The amount of daily rent and additional rent is governed by the Linde price list, which is published at the Linde point of sale. Linde is also entitled to adjust rental rates during the lease relationship by delivering a notice of increase in rent to the customer at least 15 days in advance. Linde is entitled to demand an interest-free deposit up to the purchase price of the given Distribution Mean. Linde will return the deposit to the customer upon handing over the Distribution Mean and the deposit note to the Linde point of sale, and is entitled to set off its bills against the customer, in particular the cost for removal of damages to the Distribution Mean, including internal contamination. The customer returns the Distribution Means at his expense at the Linde point of sale at its time of sale; upon return, the customer shall not be entitled to a refund for the gases contained in the returned Distribution Mean or to the refund of the unused rent. The right to retain the leased Distribution Means shall be excluded for the duration of the Contract. The customer is responsible to Linde for theft, misappropriation, loss, damage, destruction or failure to return the Distribution Means, its accessories or barcode and other markings affixed to it in a timely manner. It is not allowed to let the Distribution Means to be used by any third party. The Linde Distribution Means may only be used for gas supplied by Linde. The customer undertakes to instruct his staff on proper handling with the Distribution Means. The correctness of the statement of the account of the leased Distribution Means, which is part of the rent statement, must be checked by the customers without delay. Objections may be filed within 30 days of receipt of the rent settlement, otherwise it is considered that the settlement including the account statement has been accepted by the customer as correct and the number of the Distribution Means stated therein is the basis for the rent settlement in the following settlement period.
5. Distribution Means of the Customers
In the event of a mutual agreement, Linde will also supply gas to the customer's distribution means which, by their designation, are distinguishable from the Linde Distribution Means. The customer agrees that the performance of Linde will also include the examination of the Distribution Mean in accordance with the applicable regulations prior to its fulfilment and undertakes to pay Linde the price of such examination.
6. Prices and Terms of Payment
If the price of Gases or other charges is not specified in the Contract, it is governed by the current Linde price list, which is available at the Linde points of sale. If a new tax or fee or other similar obligation (e.g. greenhouse gas tax and others) is introduced, or if there is a direct or indirect change in an existing tax or fee (such as toll, recycling fee, or other environmental and infrastructure fees and others) resulting in an increase in the price of Gas or the Gas production and distribution costs of Linde, Linde is entitled to translate this increase into the prices of delivered Gas as well as other supplies In the event of a gas shortage caused mainly by breakdowns or shutdowns of production sources, Linde is entitled to apply a monthly gas supply limit derived from the agreed amount of gas supplies, provided that if the customer draws gas above the specified monthly limit, Linde is entitled to charge him for this situation determined by Linde. Along with the price of the gas supplied, Linde shall be entitled to charge the customer the fees in accordance with the valid Linde price list published at the Linde points of sale, in particular the ADR fee, road and fuel charge for each Distribution Means and the supply of liquid gases to the supply facility; and a fee for the relevant clearance, recycling fee, reminder fee. If it is provided in the contract or in the legislation, Linde will issue to the customer upon delivery of the product (gas, goods, service) a settlement containing the particulars of a tax document containing the product price, fees and other amounts to which Linde is entitled (e.g. rent) for the Distribution Means or contractual penalties). The maturity of the tax documents is fourteen days from the date of issue, unless the tax document specifies a longer maturity. The tax document is deemed to be delivered within two days of shipment. The customer is entitled to raise any objections to the price charged by Linde only within 30 days of receipt of the settlement. By notifying his email address, the customer grants Linde the right to send the customer invoices for delivered products by email. In the event of the customer's delay in paying the invoice issued by Linde due to any fault on his side, Linde shall be entitled to claim default interest of 0.03% of the amount due for each day of delay and compensation for any damage caused. The customers who do not reliably prove their ability to pay or their creditworthiness may be required to pay an advance by Linde, provided that Linde is entitled to charge this deposit invoice its claims against such customers.
Until the full payment for gas or other product delivered by Linde to the customer, the product delivered shall remain the property of Linde.
Any document sent to the customer's address stated in the contract or known from the current excerpt from the Commercial Register or the Trade Register shall be deemed delivered even if it is deposited in the post office, refused to accept or the documents are returned as undeliverable. The day of delivery shall be deemed to be on the second day following the date of sending.
7. Liability for Defects and Damages
Linde supplies the customer with gases in the quantity and quality specified in the contract, otherwise in the quality and quantity corresponding to similar deliveries. If the gas supply agreement in the Distribution Means stipulates an amount of gas determined in "m3", then it refers to the gas condition at 15°C and a pressure of 0.1 MPa.
If the gas supplied to the customer is defective or does not correspond to the quantity of gas supplied, the customer has the right to make a claim, which is governed by the Linde Claim Procedure Code, which is available on the Linde website. No more than 50% of the filling must be consumed for gas quality claims due to the possibility of proper control analyses. The Distribution Means with faulty gas must not be used and must be returned to the Linde point of sale after being clearly marked. In the event of delayed delivery or gas supply failure, the customer may withdraw from the contract if Linde fails to deliver within an additional reasonable period after the customer's request. In the event of a theft, misappropriation, loss, damage, destruction or failure to return the Distribution Means, the customer shall pay Linde a contractual penalty for each bottle of € 150, for each pallet of € 190, for each bundle of € 3,000 and for each container or trailer € 3,700 and at the same time, Linde is entitled to claim damages from the customer.
If the Customer is late in payment of any invoice invoiced to him by Linde, Linde shall be entitled to cease gas supplies, lease of the Distribution Means or sell other products (goods, services) to the customer until the full amount due has been paid. If, in relation to the performance of the contract, one party becomes obliged to compensate the other party for damage that is not intentionally caused by gross negligence or the natural rights of a human, then the parties are liable to each other for damage only in the form of direct damage, consequential damages or lost profits are excluded. The total loss arising from all partial claims during the term of the contract is limited to € 750,000 and the total loss arising from a single claim is limited to € 375,000. All cases of Force Majeure, as well as operational, traffic and energy disturbances, strikes, lockouts, exempt the affected ones from contractual obligations for the duration and scope of such events. This also applies if the above circumstances occur with subcontractors of the parties.
8. Processing of Personal Data
Each party undertakes to inform all its representatives and other natural persons whose personal data it makes available to the other party (hereinafter the "Data Subjects") of the processing of their personal data by the other party, to the extent required by Art. 13 of the General Data Protection Regulation EU / 2016/679
(hereinafter the "GDPR").
9. Changes in Terms and Conditions
These GTC are effective from 01.01.2020. Linde is entitled to amend or supplement these GTC but is obliged to notify the customer of the new GTC at least 15 days in advance, for example by posting on the Linde website or by sending the new GTC by e-mail, along with the delivery note or invoice. If the customer refuses the new GTC in writing within 30 days, the new wording will not apply to the customer.