Binding Legal Structure – Protected Transactional Framework – Judicial Enforceability (Fuel & Commodity Trading)
SECTION 1: COMMUNICATION VALIDITY & LEGAL BINDING NATURE
All communications via email, WhatsApp, or certified digital platforms are considered legally binding, judicially enforceable, and admissible as evidence. This reflects established practices in international commerce where electronic communications, as governed by UNCITRAL, CISG, and regional laws, are recognized as formal and enforceable agreements between sophisticated business entities (B2B).
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
All communications via email, WhatsApp, or certified digital platforms are considered:
- Legally binding
- Judicially enforcable
- Admissible as evidence
Applicable Legal Frameworks:
| Jurisdiction | Law/Regulation |
|---|---|
| International | UNCITRAL Model Law on Electronic Commerce |
| EU | eIDAS Regulation (EU No. 910/2014), 6th EU AML Directive, GDPR |
| Germany | BGB §§ 126a, 127; EGBGB § 12; HGB; GWG |
| Switzerland | Code of Obligations Art. 1, 11, 13–16; FINMA Guidelines |
| UAE | Federal Law No. 1/2006 on Electronic Transactions; Federal AML Law |
| USA | E-SIGN Act; UCC Articles 2 & 5; OFAC; FCPA; AMLA |
| Singapore | Electronic Transactions Act; MAS AML/CFT Guidelines |
| OHADA States | Uniform Acts on Commercial Transactions |
SECTION 2: LEGAL ENFORCEABILITY INDEPENDENT OF RELATIONSHIP
Even if buyer and seller have personal or family connections, any transaction arranged, structured, or executed by MEN OIL GmbH remains fully protected and enforceable. This protection reflects internationally recognized principles against circumvention and ensures the integrity of structured commercial relationships, as upheld under ICC, UNIDROIT, and EU contract law.
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
Even if buyer and seller have personal or family connections, any transaction arranged, structured, or executed by MEN OIL GmbH remains fully protected and enforceable.
Bypassing or excluding MEN OIL GmbH’s role is prohibited regardless of prior relationships.
SECTION 3: EXCLUSION OF SIDE AGREEMENTS
Any side agreements or modifications that attempt to remove MEN OIL GmbH from its position, alter the agreed structure without written consent, or reassign roles or fees are null and void. This safeguards transactional certainty, a principle upheld by UNIDROIT and the ICC, and ensures that only formally documented agreements govern the parties’ obligations.
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
Applicable Legal Principles:
| Jurisdiction | Legal Basis |
|---|---|
| ICC | NCNDA & IMFPA Rules |
| UNIDROIT | Principles of International Commercial Contracts |
| Germany | BGB §§ 305–310 |
| Switzerland | Code of Obligations Art. 18 & 19 |
| Netherlands | BW Book 6 – Obligations |
| OHADA | Uniform Act Art. 15–17 |
SECTION 4: AUTOMATIC NDA/NCNDA/IMFPA ENFORCEMENT
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
The following agreements apply automatically upon first contact:
- Non-Disclosure Agreement (NDA)
- Non-Circumvention, Non-Disclosure Agreement (NDNDA)
- Irrevocable Master Fee Protection Agreement (IMFPA)
- Memorandum of Understanding (MOU)
Submission of an Soft Corporate Offer (SCO), Full Corporate Offer (FCO), Company Information Sheet (CIS), or procedural response constitutes tacit acceptance.
SECTION 5: ROLE FROM INITIATION TO COMPLETION
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
MEN OIL GmbH operates as a buyer and seller of fuel and commodity products and retains its role as a recognized transactional stakeholder from the start to the final execution, including:
- Access to procedural correspondence
- Participation in signing stages
- Compliance oversight
- Fee protection and distribution when applicable
SECTION 6: FORCE MAJEURE
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
MEN OIL GmbH shall not be held liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, sanctions, governmental actions, or significant market disruptions.
SECTION 7: DATA PROTECTION & PRIVACY
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
MEN OIL GmbH adheres to the EU GDPR, German BDSG, and applicable data privacy laws in Switzerland, the USA, UAE, and Singapore.
All counterparties must ensure compliance with equivalent data protection standards.
SECTION 8: ANTI-MONEY LAUNDERING (AML) & SANCTIONS COMPLIANCE
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
MEN OIL GmbH operates in full compliance with:
- EU 6th AML Directive
- Germany’s GWG
- U.S. AMLA
- FATF Recommendations
- OFAC and EU Sanctions Programs
Self-Declaration:
MEN OIL GmbH does not engage in transactions with, nor does it represent, facilitate, or collaborate with:
- Sanctioned individuals
- Sanctioned entities
- Sanctioned goods or commodities
- Sanctioned countries or jurisdictions
All counterparties must confirm equivalent compliance.
SECTION 9: CONTRACTUAL HIERARCHY
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
In case of conflict, the following document hierarchy shall apply:
- Final signed Sale & Purchase Agreement (SPA)
- Binding Addenda or Annexes
- MEN OIL GmbH General Terms & Conditions (GTC)
- Offers (FCO/SCO) and procedural correspondence
Note: Contracts signed before 15 May 2025 remain valid and enforceable without being affected by the present or future GTC.
SECTION 10: FLEXIBILITY & WITHDRAWAL RIGHTS
MEN OIL GmbH reserves the unrestricted right to withdraw from any purchase, sale, or related agreement at any time and at its sole discretion. This right exists regardless of any signed agreements, any communications or ongoing negotiations, or any implied expectations created by prior exchanges. Such withdrawal is a recognized and lawful mechanism in international fuel and commodity trading, particularly under UNCITRAL, CISG, and English common law, which support B2B contractual freedom and risk management.
Such withdrawal may be exercised without the obligation to provide a reason, solely to protect the company’s legal, financial, or commercial interests. MEN OIL GmbH’s General Terms & Conditions (GTC) shall override any conflicting terms unless explicitly waived in writing.
Contracts executed and signed before 15 May 2025 remain binding and are not subject to modification or cancellation under this clause.
SECTION 11: VIOLATIONS & LEGAL CONSEQUENCES
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
Actions such as:
- Concealment of relationships
- Circumvention
- Document fabrication
- Misuse of data
May lead to:
- Immediate exclusion from transactions
- Notification to authorities (BaFin, FINMA, DFSA, OFAC, EU bodies)
- ICC Arbitration or local legal action
Enforceable under:
| Jurisdiction | Applicable Laws |
|---|---|
| Germany | BGB, HGB, GWG |
| Switzerland | Code of Obligations, FINMA Guidelines |
| UAE | Federal Commercial Code, AML Law |
| EU | Sanctions, GDPR, AML Directives |
| USA | UCC, OFAC, FCPA, AMLA |
| Singapore | Companies Act, AML/CFT Guidelines |
| OHADA States | Uniform Acts |
| International | ICC Arbitration Rules |
SECTION 12: PROTECTED STRATEGIC PARTICIPANTS
MEN OIL GmbH’s General Terms & Conditions (GTC) shall prevail over any conflicting terms unless explicitly waived in writing.
All officially introduced participants by MEN OIL GmbH are recognized as irrevocable stakeholders and cannot be bypassed or excluded.
GENERAL TERMS & CONDITIONS (GTC)
SCOPE:
- Fuel and petroleum trading (EN590, Jet A1, ULSD, Crude Oil)
- Commodities and trade finance
- Due diligence and compliance auditing
DISCLAIMER:
- MEN OIL GmbH acts as principal buyer and/or seller in fuel and commodity transactions.
- Provides no guarantees for third-party actions.
- Parties are advised to seek independent legal and financial counsel.
LEGAL VALIDITY OF COMMUNICATION:
- Digital communication is legally binding (UNCITRAL, CISG, eIDAS, U.S. E-SIGN, UAE, Singapore laws).
TRANSPARENCY & DOCUMENTATION:
- Parties must provide corporate registrations, mandates, KYC, and compliance documents.
CIRCUMVENTION PROHIBITED:
- Attempts to bypass MEN OIL GmbH will trigger legal action under ICC NCNDA and applicable trade law.
COMMISSION ENTITLEMENT:
- MEN OIL GmbH’s commission rights apply where MEN OIL GmbH operates as a facilitator or intermediary in addition to its principal role.
DISPUTE RESOLUTION:
- ICC Arbitration (Paris) or agreed jurisdiction.
- ICC Incoterms 2020 apply.
SEVERABILITY:
- Invalid provisions do not affect the remainder.
- Amendments require mutual written consent.
DUAL LEGAL PROTECTION:
- Rights apply to MEN OIL GmbH and authorized representatives (Fahed Mohammad Ali).