ETHANOL STATISTICS TERMS AND CONDITIONS
OF:
Ethanol Statistics Ltd.
Dordrecht - The Netherlands
Herein referred to as: Ethanol Statistics
Article 1. Definitions:
1.1. In the present terms and
conditions, the following terms are used in the sense given below, unless
explicitly indicated otherwise.
Ethanol Statistics: The user of the general
terms and conditions.
Client: The entity or person entering into
this Agreement with Ethanol Statistics. This includes:
- Natural Persons: Human beings, as opposed to
artificial or fictitious "persons" such as corporations, who purchase products
and use services provided by Ethanol Statistics,
- Consumers: Clients who purchase products
and/or use services provided by Ethanol Statistics, while not acting on behalf
of a company or exercising a profession.
- Companies: Legal entities or natural persons
who purchase products and/or use services provided by Ethanol Statistics, while
acting on behalf of a company or exercising a profession.
Agreement: The agreement concerning the
provision of products and services by Ethanol Statistics.
Banner: A graphic image used on the Ethanol
Statistics website to advertise a product, service or brand name.
Reports: PDF and/or hardcopy documents
offered by Ethanol Statistics containing market information.
Spotlight: A part of the Ethanol Statistics
homepage,
http://www.ethanolstatistics.com, in which companies can advertise their activities
and achievements.
Industry Directory: A systematically
organized list of businesses, organizations, or associations that provides
addresses, affiliations, telephone numbers, and similar information, located on
the Ethanol Statistics website.
Ethanol Statistics Data: Any data or
statistics publication of Ethanol Statistics in hardcopy or an electronic file
(i.e. reports).
Ethanol Statistics Website: Means the
electronic, publicly or privately viewable computer screen depictions of Ethanol
Statistics’ content as provided by the server computer of Webstekker B.V., where
Ethanol Statistics website resides.
Monthly Market Review: A hardcopy
publication, distributed monthly by Ethanol Statistics, containing news, prices,
market commentary and market analyses.
Article 2. General:
2.1. The present terms and conditions
shall apply to each and every offer, tender and agreement between Ethanol
Statistics and a client, to which Ethanol Statistics has declared the present
terms and conditions applicable, insofar as parties have not explicitly deviated
from the present terms and conditions in writing.
2.2. The present terms and
conditions shall also apply to all agreements with Ethanol Statistics, the
execution of which calls for the services of third parties.
2.3. Possible deviations from the
present general terms and conditions shall only be valid provided they have been
explicitly agreed upon in writing.
2.4. The applicability of client's
possible purchase or other conditions is explicitly rejected.
2.5. If one or more stipulations in the
present general terms and conditions should be null and void or declared null
and void, then the other stipulations of the present general terms and
conditions shall remain fully applicable. The case ensuing, Ethanol Statistics
and client shall enter into negotiations to agree upon new stipulations
replacing the null and void conditions, or, as the case may be, the conditions
declared null and void, whereby the purpose and the meaning of the original
conditions shall be heeded as far as possible.
Article 3. Offers and Tenders:
3.1. All offers shall be free of
obligation unless the offer contains an acceptance term.
3.2. The prices given in
above-mentioned offers and tenders shall be exclusive of VAT and other
government levies, as well as of the other expenses to be possibly made within
the scope of the agreement, including shipment and administration costs, unless
Ethanol Statistics indicates otherwise.
3.3. A compound quotation shall not
oblige Ethanol Statistics to execute part of the agreement against a
corresponding part of the given quotation.
3.4. Offers and tenders shall not apply
automatically to future agreements.
Article 4. Changes to the agreement:
4.1. If it is shown during the
execution of the agreement that the work to be done needs to be changed and
supplemented in order to ensure its proper execution, parties shall adapt the
agreement accordingly in due time and in mutual consultations.
4.2. If parties agree that the
agreement needs to be changed or supplemented, this decision may influence the
time of completion of the execution. Ethanol Statistics shall inform the client
thereof as soon as possible.
4.3. Should the change or supplement to
the agreement have any financial and/or qualitative consequences, Ethanol
Statistics shall inform client thereof in advance.
4.4. If a fixed fee has been agreed
upon then Ethanol Statistics shall indicate the degree to which the change or
supplement to the agreement will result in an increase of said fee.
4.5. Contrary to the conditions of
paragraph 3, Ethanol Statistics shall not be able to charge additional costs if
the change or supplement is the result of circumstances attributable to Ethanol
Statistics.
Article 5. Duration of the Contract; Term of
Execution:
5.1. The agreement between Ethanol
Statistics and a client shall be entered into for an definite period of time,
unless the nature of the agreement dictates otherwise or if parties have
explicitly agreed otherwise in writing.
5.2. If a term has been agreed to
complete certain work within the term of the agreement, then this term shall
never be a term to be observed on penalty of forfeiture of rights. If the term
of execution is exceeded, the client must consequently declare Ethanol
Statistics in default in writing.
Article 6. Fee:
6.1. Parties can agree upon a fixed fee
the moment the agreement is concluded.
6.2. If no fixed fee has been agreed
upon, the fee shall be determined on the basis of the number of hours actually
spent on the work. The fee shall be calculated in accordance with Ethanol
Statistics’ usual hourly rates, valid for the period in which the work is being
done, unless a deviating hourly rate has been agreed upon.
6.3. The fee and a possible cost
estimate shall be exclusive of VAT.
6.4. If Ethanol Statistics and the
client agree upon a fixed fee or an hourly rate, Ethanol Statistics shall
nevertheless be entitled to increase this fee or rate.
6.5. Ethanol Statistics shall be
allowed to charge on price increases, if changes in price have occurred between
the time of offer and the time of delivery with respect to, e.g., salaries and
wages as well as if the power to increase the price is the result of a power
given to the Ethanol Statistics by law or if the Ethanol Statistics is obligated
to increase the price by (virtue of) law.
Article 7. Payment:
7.1. Payments must be made immediately
at the time of purchase in one single payment, in a way and in the currency
indicated by Ethanol Statistics, unless specified otherwise in writing by
Ethanol Statistics.
7.2.
Payments will be deducted automatically from the credit card account that was
provided by the client, unless specified otherwise in writing by Ethanol
Statistics.
Article 8. Inspection & Complaints:
8.1. The client must notify Ethanol
Statistics in writing of complaints about the work done within 8 days following
their detection, but no later than within 14 days following completion of the
work concerned. The notice of default must give as detailed a description as
possible of the shortcoming, so that Ethanol Statistics is in a position to
respond adequately.
8.2. If a complaint proves to be
well-founded, Ethanol Statistics shall yet do the work as agreed upon, unless
such has become demonstrably useless in the meantime to the client. The client
must notify Ethanol Statistics in writing if the latter is the case.
8.3. If it is no longer possible or
useful to still do the work with respect to the provision of services agreed
upon, Ethanol Statistics shall only be liable within the limits of article 10.
Article 9. Cancellation:
9.1. Agreements between Ethanol
Statistics and a client that are entered into for a definite period of time but
that are subject to successive renewal, can only be terminated at the end of the
agreed contract period, taking into account a 30 days notice.
9.2. Agreements regarding the purchase
of one or more reports can not be terminated.
Article 10. Liability:
10.1. Should Ethanol Statistics be
liable, then said liability shall be limited to the stipulations of the present
condition.
10.2. If Ethanol Statistics is liable
for direct damage, then said liability shall be limited to a maximum of twice
the amount stated on the invoice of the client. Ethanol Statistics’ liability
shall at all times be limited to a maximum equalling the amount of the payment
to be made by Ethanol Statistics’ insurer in the occurring event.
10.3. Direct damage shall be understood
to be exclusively:
- the reasonable costs incurred to establish
the cause and the volume of the damage, in so far said establishment relates to
damage in the sense of the present terms and conditions
- the reasonable costs possibly incurred to
have Ethanol Statistics's faulty performance meet the conditions of the
agreement, unless such faulty performance cannot be attributed to Ethanol
Statistics;
- the reasonable costs incurred to prevent or limit
the damage, in so far client demonstrates that said costs have led to the
limitation of direct damage as meant in the present general terms and
conditions.
10.4. Ethanol Statistics shall never be
liable for indirect damage, including consequential damage, loss of profit, lost
savings and damage due to business stagnation.
10.5. The limitations of liability for
direct damage contained in the present terms and conditions shall not apply if
the damage is due to intentional act or omission or gross negligence on the part
of Ethanol Statistics or his subordinates.
10.6. In no event will Ethanol
Statistics be liable for any failure, disruption, downtime, interruption,
miscalculation, delay, inaccuracy, or any other non-performance related to the
Ethanol Statistics website.
Article 11. Safeguarding:
11.1. The client shall safeguard
Ethanol Statistics against claims filed by third parties concerning intellectual
property rights on material or data provided by the client, which shall be used
for and during the execution of the agreement.
11.2. If the client provides Ethanol
Statistics with information carriers, electronic files or software etc., the
former shall guarantee that said information carriers, electronic files or
software are free of viruses and defects.
Article 12. Transfer of Risk:
12.1. The risk of loss of, or damage to
the goods being the subject of the agreement, shall be transferred to client the
moment said goods are judicially and/or actually delivered to client and
therefore fall into the power of client or of third parties to be appointed by
client.
Article 13. Force Majeure:
13.1. Parties shall not be held to
fulfil any of their obligations if they are hindered to do so due to a
circumstance through no fault of their own and which cannot be attributed to
them by virtue of law, a legal action or generally accepted practice.
13.2. In addition to the provisions of
the law and the judge-made law in this respect, force majeure shall in the
present general terms and conditions furthermore be understood to be any
external circumstance, be it envisaged or not, on which Ethanol Statistics
cannot have any influence but which prevents Ethanol Statistics from fulfilling
his obligations. Industrial action at Ethanol Statistics’ company shall also be
understood to be a circumstance of force majeure.
13.3. Ethanol Statistics shall also be
entitled to invoke force majeure if the circumstance rendering (further)
fulfilment of the obligation(s) impossible, commences after the point in time on
which Ethanol Statistics should have fulfilled his obligation.
13.4. Throughout the duration of the
circumstances of force majeure, parties shall be entitled to suspend the
fulfilment of their obligations. If this period lasts for more than two months,
either of the parties shall be entitled to dissolve the agreement without any
obligation to pay the opposite party damages.
13.5. Insofar Ethanol Statistics has
already partially fulfilled his obligations resulting from the agreement at the
moment the circumstance of force majeure commenced or shall be able to fulfil
them and insofar separate value can be attributed to the part already fulfilled
or still to be fulfilled respectively, Ethanol Statistics shall be entitled to
submit a separate statement of expenses of the part already fulfilled or still
to be fulfilled respectively. The client shall be held to pay this statement of
expenses as if it were a separate agreement.
Article 14. Secrecy:
14.1. Both parties shall be bound to
secrecy of all confidential information they have received within the scope of
their agreement from each other or from another source. Information shall be
considered to be confidential if the other party has indicated so or if the
confidential character results from the nature of the information.
14.2. If a statutory provision or a
judicial decision compels Ethanol Statistics to convey confidential information
to third parties designated by law or by the court and Ethanol Statistics cannot
for that purpose invoke a legal right to refuse to give evidence or such a right
acknowledged or allowed by the competent court, Ethanol Statistics shall not be
held to pay damages or compensation and the opposite party shall not be entitled
to demand the dissolution of the agreement on the ground of any damage resulting
from said circumstance.
Article 15. Intellectual Property and Copyrights:
15.1. Without prejudice to the other
stipulations of the present general terms and conditions, Ethanol Statistics
shall reserve the rights and authorities to which Ethanol Statistics is entitled
under the Copyright Act.
15.2. All documents, such as reports,
advice, agreements, designs, sketches, drawings, software, etc., provided by
Ethanol Statistics, shall be destined to be used by client exclusively and must
not be reproduced, made public or brought to the notice of third parties by
client without prior consent from Ethanol Statistics, unless the nature of the
documents provided dictates otherwise.
15.3. Ethanol Statistics Data is
subject to copyright by Ethanol Statistics. The client is responsible for any
breach of copyright it or its users may commit.
15.4. Portions of the Ethanol
Statistics Data may contain material or information copyrighted by a third
party. If the client or its user(s) wishes to reproduce any such material, it
must obtain the necessary permission from the copyright owner.
15.5. The client and it user(s) may not
sell any of the Ethanol Statistics Data.
15.6. Ethanol Statistics shall reserve
the right to use the knowledge gained due to the execution of the work for other
purposes, in so far no confidential information shall be brought to the notice
of third parties when doing so.
Article 16. Disputes:
16.1. The Court in Ethanol Statistics’
place of business shall have exclusive jurisdiction to hear actions, unless the
District Court is the competent Court. Ethanol Statistics shall nevertheless be
entitled to submit the dispute to the Court deemed competent by the law.
16.2. Parties shall only refer the
matter to the court if they have done their utmost to solve the dispute in
mutual consultations.
Article 17. Applicable Law:
17.1 Dutch law shall apply to each and
every agreement between Ethanol Statistics and the client.
Article 18. Changes to the Terms and
Conditions, interpretation and their Location:
18.1. The present terms and conditions
have been filed at the office of the Chamber of Commerce in Rotterdam.
18.2. The most recently filed version
shall always apply, or, as the case may be, the version valid at the time the
agreement was concluded.
© 2008 Ethanol Statistics. All rights reserved. Last
updated: May 2008.