Terms & Conditions of Sale – Fuel
These conditions do not apply to sales insofar as they would otherwise be voice or ineffective by reason of the Unfair Contract Terms 1977. The statutory rights of consumers are preserved throughout.
1. Introduction and Acceptance of Conditions
Subject to the above statement these conditions shall govern all contracts entered into by the Seller for the sale or supply of petroleum products and oils (hereinafter call ‘the products’). Acceptance of the products will be treated as acceptance of these conditions to the exclusion of all other terms conditions and warranties whatsoever which the Buyer or any other person may seek to impose in any order placed with the Seller whatsoever except insofar as the same are referred to herein or are contained in a separate contract in writing between the Buyer and the seller which applies to the products supplied against invoice/delivery notes.
Products are supplied against the invoice/delivery note at prices ruling at the date of delivery together with VAT therein (if applicable) at the rate ruling at the date of delivery irrespective of the date of the Buyer’s order or any confirmation of order by the Seller. All quotations given by the Seller (unless otherwise agreed in writing) are subject to withdrawal and alteration without notice and do not constitute an offer to supply products.
With the exception of Marine Lubricating Oils, prices include any Government Tax (other than Value Added Tax) in force at the time of supply. Any variation in the rate of existing tax or any additional taxation is for the Buyers account. The prices of Marine Lubricating Oils do not include tax, which is charged separately on invoices if duty drawback is not obtained. Value Added Tax, if applicable, will be charged separately.
3. Storage Facilities
The Buyer shall prior to the Seller’s vehicle leaving depot indicate accurately the place of delivery and shall provide appropriate and adequate storage and handling facilities so as to enable the full quantity of products ordered to be delivered safely and promptly into storage upon arrival of the Seller’s vehicle at the Buyers premises. The Buyer indemnifies the Seller for any costs losses or expenses whatsoever suffered by the Seller as a result of breach of this clause.
4.1 Delivery of the products will be made by the Seller’s road tank wagon. The Buyer shall provide and promptly indicate to the Seller’s driver a sound proper and safe route for the passage and manoeuvring of the Seller’s vehicle between the public roadway and the actual point of unloading and the Buyer hereby indemnifies the Seller and the Seller’s driver against any damages losses proceedings claims costs or expenses whatsoever (including any damage to the surface or structure of the route itself) arising from any failure to provide and indicate a sound proper and safe route as aforesaid.
4.2 Where the Seller delivers in bulk it is the Buyer’s responsibility;
(a) To provide a safe and suitable bulk storage which complies in all respects with all relevant requirements of and/or regulations made by HM Government or other competent authority.
(b) To ensure that the storage into which delivery is to be made will accommodate the full quantity ordered and in the case of Motor Spirit to procure certification to this effect and also to the effect that the connecting hose is properly and securely connected to the filling point. In this regard the buyer is referred to the regulations currently in force relating to the storage and use of Motor Spirit.
(c) In the case of highly inflammable products and where otherwise applicable, strictly to observe any regulations laid down by HM Government or other competent authority in respect of the avoidance of smoking, naked lights, fires, stoves or heating appliances of any description in the vicinity of the storage and the film dip and vent pipes connected thereto.
(d) The risk in any product delivered under these conditions shall pass to the Buyer, in the case of any delivery in bulk by road vehicle, when on discharge it passes the hose connection to the storage tank, container, receptacle, vessel or fill line (as the case may be) provided by the Buyer for receiving that delivery. In the case of barrel or other package deliveries the risk in any product contained in any such package shall pass to the Buyer at the time of off-loading when the package is removed from the vehicle provided by the Seller for the delivery of such package.
In the case of Kerosene, Gas Oil and Fuel Oils, the buyer undertakes that the oil will not be used as fuel in mechanically propelled vehicles constructed or adapted for use on roads in contravention of the hydrocarbon Oils Duties Act 1979 and/or amending legislation.
6. Risk and Property
6.1 Risk in the products shall pass to the Buyer at the Buyer’s permanent coupling with the vehicle discharging hose but in such products shall remain the sole and absolute property of the Seller until the Buyer has paid to the Seller the agreed price thereof in full together with the full price of any other products being the subject of any other contract between the Buyer and the Seller.
6.2 The Buyer acknowledges that he is in possession of such products solely as Bailee and in a fiduciary capacity for the Seller until such time as the agreed price and full price of any other products has been paid in full as aforesaid.
6.3 The Buyer’s right to possession of the Seller’s products shall cease immediately he commits an available act of bankruptcy or (being a company) does anything or fails to do anything which would entitle a Receiver to take possession of any of the Buyer’s assets or which would enable any person to present a petition for winding up. The Seller may without notice for the purpose of recovery of its products enter with or without vehicles and equipment upon any premises where its products are stored or where they are reasonably thought to be stored and may repossess the same.
6.4 Subject to the above, the Buyer is licensed by the Seller to use or sell such products (whereupon the bailment hereby created shall case) on the express condition that any sale shall take place as agents for the Seller.
7.1 The Seller’s measurements of quantity shall be accepted in all cases by the Buyer.
7.2 It is a condition of every bulk sale that the quantity shown by any measuring devices employed by the Seller shall for the purposes of accounts be accepted by the Buyer as the quantity delivered but the Buyer may be represented at the taking of these measurements in order to verify them if he so desires. The Seller cannot accept any responsibility whatsoever for discrepancies in the Buyer’s tank, dip rods or other measuring devices. If on any representative of the Buyer whether or not for the purpose of verifying the Seller’s measurement or quantity for that delivery, mounts any vehicle used on that delivery the Buyer or his representative (as the case may be) shall do so at his own risk and the Seller accepts no responsibility whatsoever therefore.
No cancellation or variation of an order can be accepted unless such cancellation is received at the Seller’s depot in time to prevent the products being loaded into the Seller’s vehicle. The Buyer indemnifies the Seller against all costs losses or expenses as a result of such cancellation or variation received after the products have been loaded as aforesaid.
9. Force Majeure
The seller shall not be liable to the Buyer or to any customer of the Buyer for any failure to deliver any of the products if such failure is due to causes beyond the Seller’s control.
10. Fire Precautions
The Buyer hereby agrees with the Seller that the Buyer will strictly observe all the conditions of the Buyers Petroleum Storage Licence (if any) and will not in any circumstances allow any smoking or naked lights nor permit any stoves electric or gas fire or radiators to function in proximity to a tank or inlet pipe into which a delivery of products in being made or a vent pipe connected to such tank and the Buyer indemnifies the Seller against all damages losses claims proceedings or expenses whatsoever arising from any breach of the clause howsoever caused.
11.1 Terms of payment in respect of each delivery of products made under these conditions shall be cash on delivery or such other terms as may have previously been agreed between the Seller and the Buyer.
11.2 A 2 pence per litre surcharge will be added to the bill if terms are not met. All domestic customers’ payment terms are within 7 working days.
11.3 Customers with credit accounts are to make payment as per agreed terms. A 2 pence per litre surcharge will be added to the bill if these terms are not met.
11.4 Notwithstanding any other provisions in these conditions in the event that the Buyer defaults in payment of any sum due to the Seller (“the outstanding sum”), the Buyer shall forthwith upon demand from the Seller pay the Seller.
a) The sum of £5.00 for each letter that the Seller sends to the Buyer requiring payment of the Outstanding Sum; and
b) All costs and expenses howsoever incurred directly or indirectly by the Seller in attempting to recover the Outstanding Sum including but limited to.
11.6 In the event that the Buyer issues a payment to the Seller in settlement of all or any liability to the Seller and the payment in countermanded or dishonoured then the Buyer shall thereunder be obliged to pay to the Seller the further sum of £25 by way of an administration fee.
11.7 All Court, disbursement and other costs in issuing a summons in the County Court or a writ in the High Court of Justice.
11.8 All Court, disbursement and other costs incurred in commencing or taking steps to commence insolvency proceeding including the issue of statutory demands.
1019 All internal and administrative costs incurred in in relation to work carried out by the Seller pursuant to the above such sums to be charged (up to £50.00 or such other sum as is) in accordance with the Sellers standard list of costs in existence from time to time.
An approved credit account is an account approved by the Seller up to a credit limit from time to time approved by the Seller and the price of the products delivered must be paid by the 15th day of the month following the month of delivery, or such terms as may be reached by mutual agreement. If payment is not so made, or if the Seller in its unfettered discretion so decides, the Seller may reduce the said credit limit or stop all credit. Within seven days of written notice all sums shown to be due to the Seller shall be immediately due and payable. So long as any money owing to the Seller from the Buyer is outstanding in respect of any products sold to the Buyer subject to these Terms and Conditions the legal title to such products not yet used shall remain with the Seller until all such indebtedness has been discharged.
13. Interest on Overdue Accounts
A default interest shall be due of 3% above the official discount rate or, if no such rate exists, above the minimum lending rate of that national bank of the country of the agreed currency.
If the Buyer become insolvent or (being a Company) makes an arrangement with its creditors or has a receiver or administrator appointed or commences to be wound up (other than for purposes of amalgamation or reconstruction) the Seller may without prejudice to any other of its rights terminate any contract with the Buyer or stop any unexecuted order for products.
15. Risk and Title
15.1 You shall be responsible for the Goods from the time of delivery. Ownership of the Goods shall pass to you when we receive (in cash or cleared funds) payment in full of all sums due for the Goods.
15.2 Business Customers Only: until ownership of the Goods passes, you shall:
a) Store the Goods (at your own cost) in accordance with these Conditions, Good Industry Practice and any applicable laws and regulations;
b) Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) Maintain the Good in satisfactory condition, keep them insure on our behalf for their full price against all risks for which a prudent owner would insure them and provide us with a copy of the insurance policy on request; and
d) Deliver up the Goods to us promptly on demand.
15.3Business Customers Only: you may resell the Goods before ownership has passed to you if such sale is a sale of the relevant Goods on your own behalf dealing as principal in the ordinary course of your business at full market value
15.4 Business Customers Only: your right to possession of the Goods shall terminate immediately if you:
a) Become Insolvent;
b) Suffer or allow any execution (legal or equitable) to be levied on your property or to be obtained against it;
c) Suspend, cease or threaten to cease to carry on all or substantially the whole of your business; or
d) Any event or procedure is taken, with respect to you, in any jurisdiction to which you are subject that has a similar or equivalent effect to any of the event listed above , and you shall immediately notify us if any of the events set out in this Condition (or are likely to occur)
15.5 We are entitled to recover payment for the Goods in accordance with these Conditions notwithstanding the fact that ownership of the Goods may not have passed to you at that time.
15.6 Business Customers only: you hereby grant us, our agents and employees an irrevocable licence to access and enter any premises to which the Goods are to be delivered and to where the Goods may be stored at any time to inspect them or (where your right to possession has ended) to recover them.
15.7 Business Customers only: if any of the events listed in 14.4 occur before title to the Goods passes to you or if we reasonably believe any such event is about to occur and we notify you accordingly then, in respect of the Goods which remain in your possession, you will deliver up the Goods to us upon request and/or we may exercise our rights under Condition 14.6
15.8 If we repossess any Goods or you deliver up any Goods, in accordance with these Conditions, the Contract(s) in respect of those Goods shall be rescinded.
15.9 Domestic Customers: the products supplied under this agreement are intended for the Buyer’s own use. Unless otherwise agreed in writing between the parties in the case of resale or exchange of products, additional terms will be required between the parties addressing, inter alia, health and safety, the maintenance of quality, the use of trademarks, and the segregation of resale proceeds.
Any notice to the Seller shall be given to it at its registered office and any notice to the Buyer shall be sufficiently given if delivered or posted recorded delivery post to the last known address of the Buyer and any such notices posted to such address shall be deemed to have been delivered at the time when it would have been delivered in the normal course of the post.
Any dispute touching or arising out of our in respect of the Contract or the subject matter thereof shall be referred to two Arbitrators, one to be appointed by each Party whose decision shall be final, in accordance with and subject to the provisions of the Arbitration Act 1950, or any statutory modification or re-enactment thereof for the time being in force.
Industrial heating oil is a fully rebated product (nil excise duty) and is therefore strictly prohibited for use in both on and off road vehicles or any other mobile or static engines
General Conditions of Sale – Goods and Services
Article 1 General
Darch Oil General Conditions of Sale shall be applicable to all offers, order confirmations and deliveries by Darch Oil and shall form an integral part of the sales agreement between Darch Oil and purchaser. Notwithstanding any statement to the contrary, in writing otherwise by purchaser, no purchase conditions of purchaser shall be applicable or shall set aside the Darch Oil General Conditions of Sale unless expressly agreed in writing by Darch Oil.
Article 2 Formation of the contract
All quotations made by Darch Oil shall not be binding upon Darch Oil unless any such quotation explicitly states otherwise. The agreement [“Sales Agreement”] between Darch Oil and purchaser shall be formed by the confirmation of the order by Darch Oil.
3.1 Delivery shall be effectuated in accordance with the INCOTERMS as published by the International Chamber of Commerce, applicable at the date of the sales agreement, Title to the goods shall pass to Purchaser in accordance with Article 4.
3.2 The quantities stated in the shipping documents such as, if applicable, the weight certificate bills of lading, sea waybills, liner waybills, or freight receipts, shall determine the quantity of the goods delivered.
Article 4 Transfer to Title
4.1 Until payment of the purchase price has been received in full. Darch Oil retains the legal property in the goods and is given irrevocable right to enter the premises of purchaser at any time and without notice in order to retake possession of the goods.
4.2 Purchaser hereby is authorised to use the goods delivered in the ordinary course of business and/or to resell the goods in the ordinary course of business to a bona fide repurchase.
Article 5 Price
5.1 The price is based on exchange rates, duties, taxes, freight, storage and insurance charges ruling at the time of formation of the sales agreement, in case of any alteration in the applicable rates, duties taxes or charges after the date of formation of the contract but prior to the agreed date of delivery. Darch Oil shall have the right to adjust the price accordingly.
5.2 In case of any increases in prices of energy, raw materials or other materials necessary for the manufacture of the goods of the goods ordered by purchaser and occurring prior to the agreed date of delivery, Darch Oil shall have the right to increase the price of the goods ordered accordingly, provided that the purchaser shall have the right to cancel the sales agreement within 7 days of receipt of Darch Oil’s written notice of price increase.
Article 6 Payment
6.1 Any payment by purchaser shall first of all serve as payment for any other debt or debts of purchaser to Darch Oil and due on the date of invoice or due pursuant to section 6.2 To the extent said payment exceeds the amounts due for payments under such debit or debts, the remainder shall be credited by Darch Oil to the amount due as described in the invoice.
6.2 Payment of the price shall be effectuated by payment to the bank account of Darch Oil within the terms agreed upon. If purchaser fails to pay the full amount within the said terms, then, without prejudice to any other right Darch Oil may have;
a. All other debts purchaser owes to Darch Oil, shall be due for immediate payment;
b. A default interest shall be due of 3% above the official discount rate or, if no such rate exists, above the minimum lending rate of the national bank of the country of the agreed currency;
c. All costs of recovery, including judicial, made to order to achieve full or partial payment by purchaser of the amount or amounts due, shall be for the account of Purchaser
Article 7 Credit
An approved credit account is an account approved by the Seller up to a credit limit form time to time approved by the Seller and the price of products delivered be paid by the 15th day of the month following the month of delivery, such terms as may be reached by mutual agreement. If payment is not so made or if the Seller in its unfettered discretion so decides, the Seller may reduce the said credit limits or stop all credit. Within seven days of written notice all sums shown to be due to the Seller shall be immediately due and payable. So long as any money owing to the Seller from the Buyer is outstanding in respect of any products sold to the buyer subject to these Terms and Conditions the legal title to such products not yet used shall remain with the Seller until all such indebtedness has been discharged.
Article 8 Liability
No warranty or representation is made, whether express or implied, as to the use, sufficiency, merchantability, or fitness for any purpose whatsoever of the goods supplied, unless explicitly stated so in writing by Darch Oil. Information given Darch Oil on the quality, composition or applications purposes shall only be construed as a warranty if explicitly stated in the form of a warranty in that sales agreement. Purchaser shall hold harmless and indemnify Darch Oil for and against any claims for damages, whether from tort or otherwise, resulting from the use or sale by purchaser of the goods supplied, unless such damages are the direct result of a breach of an explicit written warranty given by Darch Oil, except in case of gross negligence or wilful misconduct on the part of Darch Oil. Darch Oil’s liability shall not exceed the net sale price of the goods concerned. In no event shall Darch Oil’s liability include indirect or consequential damages.
Article 9 Applicable Law
The construction of these conditions of sale and any sale of which they form part shall be in accordance with the law of England and Wales and only courts within the jurisdiction of England and Wales shall have the jurisdiction to hear and determine any dispute relating thereto.
Article 10 Force majeure
Force majeure shall include labour disturbances, delays in supply of raw materials and other circumstances as described in Article 79 of the Convention.
Article 11 Entrance Control, claims, notification
Any claims concerning the quality or quantity of the goods delivered shall be made by the purchaser within 7 days from the date of receipt of the goods and shall be based on a representative sample of the goods at the time of delivery. Goods resold, taken into tank storage or into use without prior product identification are deemed to be accepted by the Purchaser. No good shall be returned to Darch oil without prior written content of Darch Oil.