TERMS OF SERVICE

Updated September 1, 2022.

The Terms of Services, hereinafter referred to as “Contract” 

Owner of this website and provider of the service,

LLMS SOLUTIONS SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ

M: poland@thegasportal.com
T: +48 789661710

Śnieżkowice 31C
27-425 waśniów, Poland

REGON: 525201835
NIP: 6612386844
KRS nummer: 0001034026

hereinafter referred to as “Supplier”.

“Customer” is any part that is visiting the website www.thegasportal.com and making any purchases online or the available communication channels such as email and phone.

both hereinafter referred to as “Party” or “Parties“.

The Terms of Service are solely valid and applicable if Customer made a purchase directly via the online channels of Supplier and Parties did not sign any modified or customized agreement.

1. Subject matter of the Contract

Supplier wants to supply and Customer wants to purchase the products available on the www.thegasportal.com, hereinafter also referred to as “Product”. It is understood that the Customer shall have the right to resell the Product to any of the Customer’s affiliates and/or clients.

Supplier’s obligation shall be the supply of the Product from Supplier´s facilities in the agreed quantity, free of defects of title. The Supplier will inform Customer upon accepting the purchase order at which facility the Products will be ready for pick up. The Supplier makes no further warranties concerning the Quality of the Product.

2. Products

2.1 Supplier shall sell and deliver to the Customer the Product that have been accepted by way of receiving payment from Customer via the website www.thegasportal.com or by payment of an invoice provided by employees of Supplier.

2.2 For the hole quantities in clause 2.1 is take-or-pay obligation for both Parties. The quantities of Products delivered may vary on a monthly basis and are depending on Customer orders and product availability. Supplier will do all the efforts to supply the Customer’s demand above the quantities in clause 2.1. 

3. Ordering

3.1 Customer shall send a written request via email or call The Supplier by phone. In case the Customer places regular orders, Customer shall email or call Supplier for the subsequent week’s or months deliveries of Product to Supplier. Supplier shall confirm in writing subsequent deliveries. In the event Customer has made a request via phone than picking up the Products from Suppliers facility is considered acceptance of the purchase order.

3.2 Supply and delivery shall be spread in the calendar month.

3.3 Parties agree that they accept the email communication as written form for the ordering process. In all cases orders are only finalised when Supplier has confirmed the purchase order sending a confirmation from the email address: poland@thegasportal.com

4. Delivery terms

4.1 All deliveries under this Contract shall be affected on basis of FCA.

5. Transfer of title and risk

5.1 Title to Product as well as risk is transferred from Supplier to Customer when Product are loaded onto Customer’s vehicle at Suppliers facility or the vehicle of a 3^rd party contracted by Customer or Supplier.

6. Prices

6.1 Prices for Products are displayed on www.thegasportal.com or provided to Customer by one of the representatives of the Supplier. 

6.2 Prices are exclusive of VAT, as long the Customer confirms in written form that the product leave the territory of The Netherlands. The prices per Product may be changed on a monthly bases, solely by Supplier initiative. Upon the occurrence, Supplier may notify Customer of the proposed revision of the prices of the Product. 

6.3 The prices include the currently applicable taxes (with the exception of the value-added tax (VAT)) and levies. The Parties to the Contract are aware that the prices may be influenced during the course of the Contract duration by changes unforeseeable today, either as a whole or in their scope. 

6.4 Upon the occurrence of an event that Supplier increases the prices of Products, Supplier may notify Customer of the proposed revision of the prices of the Product. If the Parties do not agree on new prices for the Product before the next delivery of Products, this Contract will be deemed terminated immediately. 

7. Payment

7.1 The Supplier shall issue invoices after each delivery or an accumulated invoice for multiple deliveries.

7.2 Payments shall be due within 30 days of invoice date.

7.3 In case of delay of payments, Customer shall pay a default interest at the rate of 8% over the basic interest rate of the Dutch Central Bank. In case of delay of payments by more than 60 days, Supplier may stop further supplies to Customer 10 days after dispatch of a written notice to that effect and may cancel the contract with immediate effect. Besides payment shall immediately become due for all products and services supplied under any contract with Customer. Additionally, Supplier reserves the right for any debt recovery costs and claim of any other damages.

8. Warranty

8.1 The Customer shall without undue delay examine the delivered Product and shall without undue delay inform the Supplier in writing about any non-conformity of the Products. In any case, such report of a failure or defect shall not take place later than seven (7) days after delivery.

9. Liability

9.1 Subject to clause 9.5 below, the liability of the Parties to the Contract is determined by Dutch law, whereas the liability of Supplier, to the extent as permitted by Dutch law shall be in each case limited to direct physical damages to the Customer’s property and to the aggregated maximum amounts of 10.000,- EUR per calendar year. The Parties acknowledge that the limits of liability set out in clause 9.1 are aggregate limits that apply collectively across this Contract and each of the purchase orders. 

9.2 Customer acknowledges and confirms with this Contract that it will operate at all times according to local and international law and legislation and in the event of change of law will adjust its business processes. Supplier is in no circumstances liable for any claims, fines or restrictions received by Customer arising out of or relating to any act of (wilful) misconduct, business activity, sale or transport of the Products delivery by Supplier.  

9.3 In the event of fault of their employees as well as of persons and/or companies engaged by the Parties to the Contract to fulfil their obligations under the Contract, the Parties shall only be liable for breaches of organization and supervision and to the extent outlined above.

9.4 Subject to clause 9.5 below, in no event shall a Party be liable to the other Party hereto, by way of indemnity or by reason of any breach of the Contract or otherwise for any indirect or consequential damages, or loss of profit, loss of work, or downtime.

9.5 Any limitation of liability shall not be applied to Customer’s payment obligations as per this Contract.

9.6 Nothing in this Contract operates to exclude or limit either party’s liability for claims or any part of a claim arising out of or relating to any act of wilful misconduct, death or bodily injury, mandatory liability pursuant to applicable laws of The Netherlands.

9.7 All defect and liability claims arising from this Contract are subject, to the extent legally possible, to a limitation period of 6 months from statutory commencement of the limitation period. The running of the limitation period shall not be suspended or interrupted due to the Parties’ negotiation of the claim or the claim’s circumstances, unless otherwise agreed in writing.

10. Force majeure

10.1 All events of force majeure shall relieve the Party to the Contract affected by force majeure from its obligation to fulfil the contractual obligations affected by force majeure for the duration and scope of the effects of force majeure. Neither party hereto will be liable to the other for default or delay in the performance of any of its obligations hereunder (except any obligation to make payment when due) due to Force Majeure event which would prevent or delay performance or make performance commercially impracticable.

10.2 For the purpose of this Contract “Force majeure” means any event or circumstance (a) which is beyond a party’s reasonable control; (b) which such party could not reasonably have provided against before entering into this Agreement; and (c) which, having arisen, such party could not commercially reasonably have avoided or overcome; and (d) which is not substantially attributable to the other party, including , including, in the case of the Supplier, the worsening of an already existing event. Force majeure event may include but not limited to acts of God, strike or lockout by persons other than the Party’s personnel and sub-contractors fire, explosion, epidemic, pandemic).

10.3 The affected Party shall immediately notify the other Party in writing of the anticipated duration and extent of the event of Force majeure and shall use all commercially reasonable efforts to fulfil its contractual obligations and overcome the hindrance as well as to make good its non-performed obligations. Such efforts shall not include covering purchases on part of the Supplier.

11. Ineffectiveness, amendments

11.1 This Contract constitutes the entire agreement between the Parties on the subject matter hereof and all previous agreements, understandings and representations shall cease to have effect on the execution of this Contract.

11.2 If individual terms of this Contract should be or should become ineffective or not feasible, this shall not affect the validity of the remaining terms. In this case the affected provision shall be replaced or supplemented by the Parties to the Contract in such a way that the economic aim envisaged by such term is achieved as closely as possible. The same applies if a gap should be detected which needs to be filled.

11.3 Any alteration, amendment or termination of this Contract shall only be valid in written form.

12. Confidentiality

12.1 A Party (“receiving Party”) shall treat as confidential and hold in strict confidence any data, documents and other information which it may receive from the other party (“disclosing Party”) in connection with the Contract (including the conclusion of the Contract and the Contract itself) (“Confidential Information”) and shall not the Confidential Information in any way other than for the execution of this Contract.

12.2 A Party shall not make available the other’s Confidential Information to any third party without the prior written consent of the other Party. For the purpose of this clause 13.2  third party shall not include the receiving Party’s subcontractors, affiliates, brokers, insurance companies, legal or financial advisors, companies hired for debt collection, auditors and in case of an assignment or transfer of the Contract, the potential assignees or transferees provided that Confidential Information is disclosed to them on a need-to-know basis and they are properly bound to confidentiality and restricted use obligations.

12.3 The foregoing provisions of confidentiality shall not expire with the termination of the Contract, however, they do not apply to data, documents, and other information: 

• which had been already in receiving Party’s possession prior to disclosure thereof without a confidential obligation; 
• which are or become, through no act or failure to act on receiving Party’s part, part of the public domain by publication or otherwise; 
• which are subsequently disclosed to receiving Party by third parties having the right to disclose the same without any restriction of use or obligation of confidentiality; or 
• in respect of which disclosure is required by any law, court order or competent regulatory authority or where disclosure is reasonably necessary to protect legitimate interests of the receiving Party in an administrative procedure or litigation.

12.4 In the event that a receiving Party becomes legally compelled to disclose any of the Confidential Information of a disclosing Party or to take any other action prohibited by this Contract, the receiving Party so legally compelled shall, to the extent it is permitted, provide prompt written notice to the disclosing Party for the purpose of enabling the disclosing Party to seek a protective order or other appropriate remedy; provided that nothing in this Contract shall be deemed to prohibit a Party from disclosing Confidential Information to the extent required or requested by the law. The receiving Party so legally compelled shall furnish only that portion of the Confidential Information which is legally required, and shall exercise reasonable efforts to obtain confidential treatment of any Confidential Information so furnished. 

13. Data Protection

The Parties process and use personal data in their capacity as data controllers at all times only subject to applicable data protection law. They shall enter into any agreement relating to the processing of personal data as may be required in order to comply with applicable data protection laws and regulations. The Parties shall transfer personal data to the other party only to the extent required for providing services under the Contract and the receiving party shall not use that data for any other purpose. Each Party shall implement technical and organizational measures to protect personal data under its control against unauthorized or unlawful processing, transfer and storage or accidental loss, destruction or damage, unauthorized disclosure or access, in particular where data is transmitted over a network. These measures shall provide a level of security appropriate and proportionate to the risk represented by the processing and the nature of the data to be protected, taking into regard the state of the art.

14. Assignment

Rights and obligations under this Contract cannot be transferred either in whole or in part by one Party to a third party without the prior written consent of the other Party except to any entity which is directly or indirectly controlled by, controls or is under common control with the respective Party. Control shall mean the ability to exercise more than 50 percent of the voting rights or to appoint the majority of the board of directors or a similar management body.

15. Term and Termination

15.1 This Contract shall have effect from October 1^st, 2022 for an indefinite time. 

15.2 Either Party may terminate this Contract with immediate effect by written notice to this effect to the other party if: 

• any bankruptcy, insolvency, administration, liquidation or anything analogous thereto in any jurisdiction is ordered in relation to the other Party in any jurisdiction; or
• the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business. 

16. Applicable law and Arbitration

16.1 This Contract is subject to the laws of The Netherlands.

17. Compliance

17.1 All discussions, negotiations and meetings between the Parties will at all times in every respect be in accordance with all applicable laws and regulations, including the applicable antitrust laws.

17.2 The Parties shall limit all data, information and documentation to be exchanged between the Parties to the minimum amount and to the persons necessary for the implementation of this Contract. Further, the Parties shall take appropriate measures to ensure that all data information and documentation exchanged is only used in compliance with the applicable antitrust laws.