A. In the agreements governing payment extensions, the following definitions shall apply:
- “Gastaldi Group” means the Companies forming part of the Group and more precisely Gastaldi & C. Spa, Delta Agenzia Marittima Srl, Gastaldi Adriatica Srl, as well as the client Shipping Companies of the same, on behalf of which the aforementioned Companies enter into transportation contracts.
- “Credit(s)” means any sum due for freight, costs, expenses, charges, fees or penalties of any nature, deriving directly or indirectly from a transportation contract, therein including demurrage, detention credits, extra stowage charges, costs of sweeping and other charges related to the management, maintenance, use and custody of the containers.
- “Transportation Contract” means any goods transportation contract.
- “Payment Conditions” means the conditions set out at the foot of the “irrevocable letter of undertaking”.
- “Subsidiary Company” means subsidiary company in accordance with Art. 2359 of the Italian Civil Code.
- “Associated Company” means associated company in accordance with Art. 2359 of the Italian Civil Code.
- “Affiliate” means an affiliate company associated with or controlled by the Company that signs the “irrevocable letter of undertaking”.
B. With regard to the granting of payment extensions referred to in the “irrevocable letter of undertaking”, the Company that signs the letter undertakes irrevocably and unconditionally to make prompt payment of every credit due from time to time to the Gastaldi Group by it and/or by affiliates, by virtue of any transportation contract entered into during the validity of the payment extensions.
C. The payment extensions will be considered to be terminated by law upon the occurrence of even just one of the following circumstances:
i. non-payment of a debt, by the Company that signs the “irrevocable letter of undertaking” and/or the affiliate, within the terms set out in the payment conditions, where that breach lasts beyond the term of 7 days from the transmission by Gastaldi of a “formal warning” to comply;ii. subjection of one of the parties or an auxiliary to insolvency proceedings as well as voluntary placement in liquidation of the same;
iii. change to the composition of the share capital of the Company that signs the “irrevocable letter of undertaking” and/or an auxiliary which involves the transfer of control of the same in accordance with and by virtue of Art. 2359 of the Italian Civil Code as well as any other substantial change in the composition of the share capital of the Company that signs the “irrevocable letter of undertaking” and/or an auxiliary;
iv. any other substantial change relating to the economic and financial consistency of the Company that signs the “irrevocable letter of undertaking” and/or an auxiliary or to the availability of the respective companies.
Where the payment extensions are cancelled by virtue of this clause, as well as in any other case of termination due to actions attributable to the Company that signs the “irrevocable letter of undertaking” or to auxiliaries, the acceleration clause will be applied against the Company that signs the “irrevocable letter of undertaking” as well as the auxiliaries, meaning that “Gastaldi Group” may demand the immediate payment of every credit as though the payment conditions had never been stipulated.
“Gastaldi Group” will also be entitled to suspend the fulfilment of every transportation contract, therein including transportation contracts different from those in relation to which the unpaid credits arose, and to refrain from implementing any obligations in that regard, including obligations relating to the issuance and delivery of bills of lading.
D. Any inertia or delay by “Gastaldi Group” in invoking the powers and rights provided in the “general rules” may not in any way be interpreted as a waiver of those powers and rights, which may be exercised at any time.
E. Payment extensions, except as provided at point C, will have an annual duration and may be tacitly renewed year upon year, without further written communication. However, it is understood that “Gastaldi Group” will be entitled to cancel the payment extensions, at any time, with immediate effect, giving prior written notice of no less than 7 days.