1. Any and all relations, including future relations, between Grileck International S.A. and its subsidiaries
on the one side, to be named hereinafter Grileck International S.A., and its clients on the other side, shall
be subject to the following “General Terms & Conditions”. The provisions in these General Terms &
Conditions shall be applicable in as far these have not been deviated from in any particular conditions that
are applicable to specific services rendered by Grileck International S.A.
2. The applicability of any general terms and conditions used by the client is hereby explicitly rejected.
3. In performing any and all acts arising from its relations with clients, Grileck International S.A. shall act
in accordance with the regulations, customs and rules applicable and relevant at that time and in that
place. In the event the regulations, customs and rules in question might differ among themselves, Grileck
International S.A. shall be authorized to determine what rule will have priority in its application.
Article 2 DUTY OF CARE OF GRILECK INTERNATIONAL S.A.
* Grileck International S.A. shall exercise due care in the rendering of its services. It shall take the
client’s interests into account to the best of its ability, it being understood that Grileck International S.A. is
not obligated to make use of non-public information known to it, including price-sensitive information.
Article 3 AUTHORITY TO ACT AND TO REPRESENT
1. The client guarantees his legal capacity and authority over the monies and any and all other assets
deposited with and in the custody of Grileck Internatioanl S.A. in his/ her name.
2. The client shall be liable towards Grileck International S.A. for any and all loss or damages Grileck
International S. A. may suffer as a result of the fact that any authority or capacity to act does not or not
fully exist, which liability shall include the indemnification of the Grileck International S.A. from and
against any and all consequences towards third parties of the authority or capacity to act not or not fully
3. Grileck International S.A. shall be given in writing one or more specimens of the signatures of the
client and the person(s) authorized to represent the client together with, for or on behalf of the client in
the dealings with Grileck International S.A., stating any possible restrictions in such authority. The client
shall not be able to claim towards the institution that the signature cards as handed or sent to him by
Grileck International S.A. were filled out incorrectly.
4. Grileck International S.A. reserves the right at all times to refuse an agent/authorized representative
designated by the client as agent/authorized representative, if there are reasonable grounds to do so.
5. As well as his agent/authorized representative, the client shall be liable for any and all loss or damage
Grileck International S.A. might suffer as a result of acts of those who represent him towards Grileck
Article 4 CHANGES IN THE AUTHORITY (TO REPRESENT)
1. In the event no restrictions as meant in the third paragraph of Article 3 have been stated, each and
any of the signatures given to Grileck International S.A. shall fully bind the client for each and any
amount, even if the authorities in question are particularly described in articles of incorporation or by-laws
or in general or specific powers of attorney or in other documents.
2. Unless Grileck International S.A. confirms in writing that it took due note thereof, no changes in the
authority to act of the client or of those who represent the client as meant in Article 3, nor changes,
revocation or any form of cessation of authorities, including those by virtue of power of attorney, can be
invoked towards Grileck International S.A.
3. No entries in the Trade Register, the Community Property Register, or in other public registers, or
changes in these entries, can be invoked towards Grileck International S.A.
4. Retiring partners (or in case of dissolution, former partners) shall remain severally liable towards
Grileck International S.A. for all that is due and owing to Grileck International S.A. by the client, whether
or not due and payable and whether or not conditionally, until the moment Grileck International S.A. has
confirmed in writing to have taken note of the retirement (dissolution); the several liability shall continue
also thereafter for obligations of the client entered into prior to the notification to Grileck International S.A.
of the retirement or dissolution. Furthermore, several liabilities shall continue for obligations of the client
that arise from acts performed prior to the notification to Grileck International S.A. of the retirement
Article 4 SECRECY
1. The institution shall not be accountable to anyone with regard to an account opened with it, nor shall it
give information, but to the person in whose name the account has been opened, except as provided for
by law, with the exception of the usual information exchange within Grileck International S.A. and with its
affiliates, and with the exception of reports to a credit registration institution as indicated in this article.
2. In the event an unauthorized debit balance arises with Grileck International S.A. owed by the client,
irrespective in what way or in whatever form or name, and/or or an arrears exists in payment(s) on credit
facilities - in whatever form or by whatever name, including but not limited to loans, mortgage loans,
credit card facilities, current account facilities or bridging facilities – and this debit balance or arrears or
any other debt to the Grileck International S.A. is not settled within a term set by Grileck International S.A.,
Grileck International S.A. shall have the right at its own discretion to report the client to a credit
Article 6 LIABILITY ON JOINT ACCOUNTS
* As regards accounts opened in the name of two or more persons, any and all acts that one or more of
them perform as regards these accounts shall be binding upon all of them, and all of them shall be
severally liable towards Grileck International S.A. for the whole, unless and in as far explicitly agreed
otherwise in writing with Grileck International S.A..
Article 7 LIABILITY PARTNERS
* In the event an account has been opened in the name of a partnership or firm, not being a corporation,
and even if his authority or, respectively, his liability might be restricted under corporate law, each
partner shall be fully entitled towards Grileck International S.A. to dispose of the account, respectively all
partners shall remain fully liable for the acts of one or more of them with Grileck International S.A., and
any possible restriction as meant above shall not have effect towards First Grileck International S.A.,
unless and in as far as explicitly agreed otherwise with Grileck International S.A. in writing.
Article 8 LIABILITY COMMITTEE/GROUP OF PERSONS
* In the event an account is opened in the name of a committee or another group of persons, such as an
association that has not been incorporated, those who are allowed to dispose of the account as evidenced
by the signature card, shall be severally liable for the whole. They may have themselves replaced by
others with the written consent of Grileck International S.A., but in that case they shall remain liable
towards Grileck International S.A. for the obligations that exist at the time of their replacement.
Article 9 REGISTRATION OF ACCOUNTS
1. The headings of the accounts shall be worded in conformity with the wishes expressed by the client in
this matter, unless Grileck International S.A. objects to such heading.
2. Grileck International S.A. shall be authorized, with notification to the client, to split his account into
several accounts with headings to be determined by Grileck International S.A., if it deems this necessary.
3. If the client holds more than one cash account with the institutions, these accounts will be treated as if
they were of separate persons, without prejudice to Grileck International S.A.`s authority to consider
them, as and when it deems fit, as one account – irrespective of the currency in which, and the conditions
under which they are held – and to set off the balances against each other. This setoff shall take place in
these cases at the value on the day of setoff.
Article 10 RIGHT OF SETOFF/RIGHT OF REVERSAL
1. Grileck International S.A. shall always be authorized to set off that which the client owes it, whether or
not payable at once or under condition, against counterclaims of the client on First Oceanic bank, whether
or not payable at once, irrespective of the currency in which these claims are expressed. Setoff shall take
place at the rate on the day of setoff.
2. If, however, the claim of Grileck International S.A. on the client or the counterclaim of the client on
Grileck International S.A. is not yet due and payable, Grileck International S.A. shall not exercise its right
of setoff, unless the counterclaim of the client is attached or seized or recourse is sought against it
otherwise, a residual real right is established on it, or the client transfers his counterclaim under particular
3. Grileck International S.A. will inform the client in advance, if possible, of the exercise of its right of
4. Without prejudice to the above, it is stipulated that Grileck International S.A. shall always be
authorized and entitled, in case of errors, erroneous and/or wrong entries such as – but not limited to –
those concerning undue payment, to correct aforementioned errors and/or entries without Grileck
International S.A. requiring the permission or concurrence of the client for such correction.
Article 11 EXCHANGE LOSS
* As regards accounts in foreign currencies which show a debit balance, any possible loss attributable to
exchange rates shall be for the client’s account in that, in case of a reduction of the selling rate of the
currency in question as set by www.oanda.com + 0.5%, Grileck International S.A. shall at all times as it
deems necessary, be authorized to charge the client’s account with the exchange loss caused by this
Article 12 USE OF MEANS OF COMMUNICATION
1. The risk of misunderstanding, mutilations, delays or the improper receipt of instructions and
notifications through the use of mail, telephone, facsimile, e-mail, or whatever means of communication in
the dealings between clients and Grileck International S.A., as well as between Grileck International S.A.
and third parties, in as far as relating to the relation with the client, is for the client.
2. Without prejudice to the above, Grileck International S.A. reserves the right not to execute orders received
by it that it deems unclear, before it receives a confirmation or clarification thereof. Grileck International S.A.
shall be free in the choice of the means of communication to be used by it and in the way it makes the
client aware of notifications or changes, including changes in tariffs and interest rates. Any and all
messages to or by Grileck International S.A. from or to the client or third parties on behalf of client shall take
place for the risk and account of the client.
Article 13 ENGAGING THIRD PARTIES
1. Grileck International S.A. shall be authorized to, in the execution of instructions of the client, for his account
and risk, make use of the intermediary services of third parties, and it shall also be authorized to place
securities and other assets of the client in the custody of a third party, in the name of Grileck International S.A.
for the benefit of the client; furthermore Grileck International S.A. shall be authorized to provide this third party
with security for the client’s risk and account.
2. Grileck International S.A. shall exercise due care in choosing these third parties. Unless Grileck International S.A.
clearly acted in a negligently in its choice, it shall not be liable for faults of these third parties. In the event
the client in such a case has suffered a loss, Grileck International S.A. will in any event assist him as much as
possible in his attempts to remedy this loss.
Article 14 ADMINISTRATION OF SECURITIES
1. Orders with regard to securities shall be kept listed by Grileck Inernational S.A. consecutively, except when
instructed otherwise, with the understanding, however, that an order will be cancelled after six months if
at that time it still cannot be executed.
2. If and as long as securities are traded ex dividend or ex claim, any fixed limit will be reduced with the
dividend or the value of the claim respectively, as per the first day of its trading respectively.
3. Securities and other assets of the client that are in the custody of third parties in the name of Grileck
International S.A. and for the benefit of the client shall remain there for client’s account. In the fulfillment
of its obligation to surrender these assets to the client, Grileck International S.A. shall at all times be
authorized to restrict itself to instructing the third party to place these assets at the disposal of the client,
or to transferring its own rights thereto towards the third party to the client.
4. The securities and other assets deposited with third parties for the client’s benefit in the name of
Grileck International S.A. constitute part of the total of the assets deposited in the general account of
Grileck International S.A. with these third parties; the client shall share pro rata and per security in all
risks connected therewith.
Article 15 DEFECTS IN SECURITIES
* Grileck International S.A. shall not be liable for any defects of securities it has or will obtain in its
custody for the client, or for the correctness of what is stated in them
Article 16 ADMINISTRATION OF SECURITY DEPOSITS
1. With regard to the securities entrusted to it by client, for this purpose the bank undertakes to perform
activities in the administration the client’s security deposits. These activities include, among other things:
the collection of interest, redemptions and dividends, the exercise of or realization of claim rights, to
obtain new coupon or dividend sheets, to perform acts of conversion, and to deposit securities for
2. In the event securities of the client have been given into custody to third parties pursuant to the
provisions of these General Terms & Conditions, these third parties shall be charged with the activities
regarding the administration of those securities, without prejudice to Grileck International S.A.`s
obligation to pay over to the client the amounts it receives on behalf of the client from these third parties
with respect to interest, redemption, dividend or on another account.
Article 17 GRILECK INTERNATIONAL S.A.`S AUTHORITY AS REGARDS PURCHASE AND SALE OF
SECURITIES AND THE LIKE
* Grileck International S.A. is authorized to carry out all instructions of purchase and sale of foreign
currencies, securities, coupons, negotiable paper, and the placement or raising of monies with securities
as collateral at its discretion, with itself or with third parties as the other party.
Article 18 USE OF FORMS
1. Grileck International S.A. may require that the client use forms, data carriers, and other means of
communication established by it or approved by it for all transactions with it, in conformity with directions
given by Grileck International S.A. for this purpose.
2. Forms shall be filled out by the client completely. Other data carriers or means of communication
approved by Grileck International S.A. shall be used by the client in conformity with the instructions of Grileck
3. Grileck International S.A. shall be authorized not to execute instructions if, in giving these instructions,
no use was made of forms established or approved by Grileck International S.A., or of other data carriers
or means of communication approved by Grileck International S.A..
4. Grileck International S.A. may require that notifications are given in a certain form.
5. The client shall carefully keep the forms handed or sent to him by Grileck International S.A.;
immediately after a loss or theft of one or more of these forms comes to his knowledge, he is obligated to
report this in writing to Grileck International S.A.`s notification center, as established by Grileck
International S.A. for this purpose. Until the moment that Grileck International S.A. has taken note of this
notification, the consequences of the use of these forms, data carriers or other means of communication
shall be for the client’s account and risk, unless the client proves that Grileck International S.A. is at fault.
After receipt of such a notification, Grileck International S.A. will endeavor to prevent damage to the client
as much as possible. However, Grileck International S.A. does not accept any responsibility for carrying
out instructions based on a lost or stolen and/or wrongfully used, forged or falsely drawn up form.
6. When the relation ends, the client will be obligated to return the unused forms to Grileck International
S.A. as soon as possible.
Article 19 COMMISSIONS AND COMPENSATIONS
1. Grileck International S.A. shall be authorized to charge the client commissions and compensations in
respect of its services. These rates and fees may change at any time without notice.
2. In the event the amount of these commissions and compensations has not been agreed to between the
client and Grileck International S.A. in advance, Grileck International S.A. will charge its usual
commissions and compensations. Grileck International S.A. shall ensure that in any case information is
available at its offices.
Article 20 EXECUTION INSTRUCTIONS
1. The client shall ensure that instructions, statements and notifications to Grileck International S.A. are
clear and contain the correct data.
2. Instructions for transfer are carried out by Grileck International S.A. based on the account number
provided by the client, and it will never be obligated to verify the correctness of the information stated in
3. Grileck International S.A. shall be authorized to refuse instructions and/or payments if there are
reasonable grounds to do so, and the Bank does not accept any liability for this.
4. If so agreed with client, Grileck International S.A. will accept stamped, unsigned checks, documents
and instructions, if the stamp on the checks, documents or instructions in question is identical to the
signature on the signature card handed to Grileck International S.A. by the client. Grileck International
S.A. does not accept any liability for the execution of instructions based on forged stamps or checks that
were stamped without authority.
Article 21 EXPENSES/INTEREST
1. The cost of legal assistance, also including the unliquidated expenses Grileck International S.A.
reasonably has had to incur in respect of a dispute between the client and Grileck International S.A., shall
be for the client’s account.
2. The expenses Grileck International S.A. shall incur in and out of court, if Grileck International S.A. is
involved in procedures or disputes between the client and a third party, shall be for the client’s account.
3. Without prejudice to the previous provisions, all other expenses, such as, but not limited to, postage-,
stamp-, telegram-, telephone-, telex-, facsimile- and representation expenses, extra judicial collection
charges, as well as costs of appraisals that Grileck International S.A., also in case of (intended)
foreclosure, deems necessary, that arise for Grileck International S.A. from the relation with the client,
shall be for the client’s account within the limits of reasonableness.
4. These costs and expenses, as well as the interest amounts due by the client to Grileck International
S.A., will be charged to the client by Grileck International S.A. at times convenient to it.
5. The percentage of the interest due by the client or to be paid to him, respectively, shall be fixed by
Grileck International S.A., and may be changed by it from time to time.
6. Without prejudice to the provisions in these General Terms & Conditions or in credit agreement(s), the
client shall owe Grileck International S.A. a late payment fee, if the client does not pay his installments on
the due date agreed on. The amount of this late payment fee and the time at which it will be charged,
shall be determined by Grileck International S.A., and may be changed by it from time to time.
Article 22 PROBATIVE FORCE OF GRILECK INTERNATIONAL S.A.`S RECORDS
* Concerning that which is due by client to Grileck International S.A. at any time, or that which the client
has to claim from Grileck International S.A., the books of Grileck International S.A. as evidenced by an
extract signed by it, shall be deemed conclusive evidence, subject to evidence to the contrary.
Article 23 VERIFICATION AND APPROVAL BANKING DOCUMENTS
1. The client is obligated to verify the statements of account, balance statements, security statements,
invoices, statements of changes in securities and other assets, or other statements of Grileck International
S.A., immediately upon receipt. Furthermore, the client shall verify whether Grileck International S.A. has
executed the instructions given by him or on his behalf correctly and completely.
2. When discovering an error, incorrectness or incompleteness, the client is obligated to promptly inform
Grileck International S.A. hereof in writing and to cooperate in rectification of the error made. If a
challenge to a statement by the client did not take place within twelve months after the statement may
reasonably be deemed to have been received by him, it shall be deemed to have been approved by him,
and consequently the client cannot hold Grileck International S.A. liable anymore for the consequences of
incorrect entries. If calculation errors occur in such documents, Grileck International S.A. shall be
authorized and obligated to rectify these calculation errors, also after aforementioned term of twelve
months has expired.
Article 24 STATEMENT OF ADDRESS BY THE CLIENT
1. The client is obligated to inform Grileck International S.A. of the address to which all documents meant
for him should be sent. Changes of the address have to be promptly communicated to Grileck
International S.A. in writing.
2. The address given to Grileck International S.A. shall remain in effect towards Grileck International S.A.
as long as Grileck International S.A. has not received any written notification of another address. Any and
all documents sent by Grileck International S.A. to this address shall be deemed to have been received by
Article 25 FIDUCIARY OWNERSHIP
1. On all assets, stocks and securities Grileck International S.A. or a third party on its behalf has or will
obtain in its custody on whatever account, of or for the client, or owes or will owe to him, including any
and all claims the client has or will obtain on Grileck International S.A., Grileck International S.A. shall
obtain a fiduciary right of ownership as security for that which client owes or will owe to Grileck
International S.A. on whatever account, due and payable or on condition. This shall only not apply to
those securities that are deposited with Grileck International S.A. exclusively for other purposes, such as
conversion, lowering of nominal value, transfer, exchange, collecting dividend, interest, coupon sheets or
2. The fiduciary ownership rights meant above shall be created each time at the moment at which First
Oceanic bank or a third party on its behalf obtains these assets, securities and stocks in its custody, or at
the moment at which these claims come into existence, respectively.
3. Grileck International S.A. shall not be authorized to sell off the assets, stocks and securities
transferred to it in fiduciary ownership, unless it has a due and payable claim on the client. Furthermore,
Grileck International S.A. shall not proceed to foreclosure before the client is in default.
4. In the event the client wishes to dispose of part of the assets, stocks and securities transferred by him
in fiduciary ownership, Grileck International S.A. will be obligated to transfer back that part of these
assets, stocks and securities to the client, on condition that what remains for Grileck International S.A.
provides sufficient cover for what is or will be due by client to Grileck International S.A.
Article 26 IMMEDIATE PLAYABILITY AND ISSUANCE OF SECURITY
1. All that client owes Grileck International S.A. on whatever account shall be payable at once at all
times, unless explicitly agreed otherwise in writing, or any statutory provision prescribes the observance
of a term.
2. The client is obligated to comply upon first request with Grileck International S.A.`s demand to pay the
amount due, in whole or in part, as and when Grileck International S.A. so demands. Furthermore, the
client is obligated upon Grileck International S.A.`s request to provide security in the form and extent
desired by it, or to supplement or replace the security provided that has become insufficient. If the client
does not comply with this request, as well as if the client does not fulfill his obligations towards Grileck
International S.A.– for whatever reason - in any other respect, Grileck International S.A. shall have the
right, at its option, to realize any and all securities or part thereof without prior warning or notice of
default at the time and in the way it deems appropriate, in order to recover from the proceeds what is due
to Grileck International S.A. together with interest and expenses.
Article 27 TERMINATION OF THE RELATION
1. Both the client and Grileck International S.A. shall be authorized at all times to terminate the relation;
no notice periods need to be observed for this, unless explicitly agreed otherwise in writing or the nature
of the transaction implies that a notice period should indeed be observed.
2. The relation will then be wound up as soon as possible; the General Terms & Conditions shall fully
remain in force during this winding up.
Article 28 DEATH OF THE CLIENT
* Unless explicitly agreed on in writing otherwise, Grileck International S.A. shall have the right in case of
death of the client to hand over with the effect of discharge, the balance of his account, as well as what
Grileck International S.A. might otherwise have in its custody for this client, to the person or persons that
are mentioned as heir or heirs in an attestation of admissibility to the estate issued by the civil law notary
in the customary form, or an executor with the power of taking possession.
Article 29 LIABILITY OF GRILECK INTERNATIONAL S.A.
1. Grileck International S.A. does not accept any liability whatever for loss caused to the client or to third
parties, unless there is question of a shortcoming of Grileck International S.A. in the fulfillment of an
obligation towards the client which is due to its fault, or which by virtue of the law, juristic act, or generally
prevailing opinion is for its account, without prejudice to the provisions elsewhere in these General Terms
2. In as far as this does not already arise from the law; Grileck International S.A. shall in any case not be
liable if a shortcoming of Grileck International S.A. is due to:
* International conflicts;
* Violent or armed actions, or serious threat of such actions;
* Measures of any domestic, foreign or international authorities;
* Measures of a supervisory body;
* Boycott actions;
* Labor disturbances at third parties or among its own personnel;
* Capacity problems with and/or failures in the power supply, in communication connections or in
equipment or software of First Oceanic bank or of third parties;
* A malfunction in its operations or the operations of third parties whose intermediary services it makes
3. In the event a circumstance presents itself as meant in the preceding paragraph of this article, Grileck
International S.A. shall take those measures that may be reasonably required from it in order to limit the
damaging consequences arising from this for the client.
Article 30 APPLICABLE LAW
* The laws of Uruguay shall apply to the relations between the client and Grileck International S.A.,
unless explicitly agreed otherwise in writing.
Article 31 COMPETENT COURT IN CASE OF DISPUTES
* Disputes between the client and Grileck International S.A. shall be handled by the court competent
under the laws of Uruguay, unless Grileck International S.A., as plaintiff, might give preference to a
foreign court to which the client is entitled.
Article 32 DEVIATION FROM THE GENERAL TERMS & CONDITIONS
* Provisions deviating from these General Terms & Conditions shall be established in writing. In the event
there is no written establishment of any deviation, such deviation can be proven by any means at the
Article 33 AMENDMENTS OF AND ADDITIONS TO THE GENERAL TERMS & CONDITIONS
1. Grileck International S.A. shall be authorized to amend or supplement these General Terms &
2. Amendments Grileck International S.A. might make in these General Terms & Conditions shall be
deemed to have been accepted by the client, unless he has informed Grileck International S.A. of his
objections to them within four weeks after he was informed of the amendments. Amendments of and
additions to these General Terms and Conditions shall bind the client in any case one month after they
have been filed by Grileck International S.A. with the Registry of the Court of First Instance of Uruguay
and/or the Chamber of Commerce and Industry of Uruguay.
3. In the event the client does not agree to the amended conditions, Grileck International S.A. may
terminate the relation with the client.
Article 34 EXAMINATION OF GENERAL TERMS & CONDITIONS
* The text of these General Terms & Conditions and the amendments Grileck International S.A. might
make in them shall be available for examination at Grileck International S.A.`s offices at all times.
Furthermore, Grileck International S.A. is always willing to send the client a copy of the prevailing text at
his request free of charge.
Article 38 EFFECTIVE DATE
* These (revised) General Terms & Conditions shall become effective immediately. They may change at any time without notice.