GENERAL TERMS AND CONDITIONS OF SALE
Terms and conditions of sale applicable to all sales and deliveries of the Products of Kuwait Petroleum International Lubricants (UK) Ltd ("the supplier”) throughout the world.
DEFINITIONS
1 a) The terms "Products" shall include all products marketed from time to time by the Supplier howsoever defined in any form of Agreement to which these Terms and Conditions relate.
b) The term "Supplier" shall be deemed to include any Associated Company Subsidiary or appointed distributor of the Supplier and these Terms and Conditions shall be construed accordingly.
c) The term "Associated Company" has the meaning ascribed to it by Section 302 of the Income and Corporation Taxes Act 1970
d) The term "Subsidiary" has the meaning ascribed to it by the Section 144 of the Companies Act 1990.
SCOPE OF CONDITIONS
2. An order from the Buyer or the Supplier for Products or Services shall be deemed to be an unqualified acceptance by the Buyer of these Terms and Conditions (and such variation or replacement thereof as shall for the time being be in force)
No other condition term or warranty of whatsoever nature (collateral or otherwise) shall be added here to unless expressed in writing and signed by a duly authorized officer of the Supplier on behalf of the Supplier and no oral stipulation or representation made by any servant or agent of the Supplier shall be held to vary or contradict any of these terms and conditions. The Supplier shall be entitled at any time and from time to time to vary or replace the terms and conditions herein contained without notice.
QUOTES ETC
3. Quotations and estimates are without commitment and an order is not binding on the Supplier unless (expressly or implied) accepted.
PRICES
4.1 Unless Otherwise agreed in writing prices are quoted delivered UK address to UK sales (subject to minimum delivery quantity) and ex-works for international Sales and any further packing loading carriage and insurance charges are accordingly payable in additional to quoted prices. The Supplier shall be free to increase quoted prices (whether accepted or not) to cover variations in cost of materials, manufacture, carriage and insurance when variations in such costs arise between the date of Quotation and the date of completion of the contract.
4.2. All prices are subject to all Government or other taxes duties levies charges subcharges assessments or impositions where applicable at the appropriate rate and any variations of the same at any time shall be for the Buyer's account.
4.3. The buyer shall be exclusively responsible for all customs duties and other costs of importation.
PAYMENT AND TITLE
Retention of Title
5. The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, not withstanding delivery and the passing of risk in the goods, title and property In the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered
a) The Buyer shall pay for the Product or Services In Sterling by banker's draft or in cash nett on or before delivery (the method of payment being as required by the Supplier at its absolute discretion from time to time) and in the event that payment is not so made or not made in accordance with any other terms agreed in writing by the parties, the Buyer shall pay to the Supplier interest on any outstanding sums at the rate of three per centum calculated monthly in arrear until payment is made.
Until full payment and all interest thereon has been received by the Supplier in accordance with (a) hereof for all Products howsoever supplied by the Supplier to the Buyer :-
(i) Property of the Products shall remain in the Supplier and should the Products (or any of them) for whatsoever reason be converted into or mixed with any other product whatsoever, the conversion or mixture shall be effected by the Buyer solely as agent for the Supplier but without incurring any liability on behalf of the Supplier and the Supplier shall have the full legal and beneficial ownership of the product resultant upon such conversion or mixture.
(ii) Notwithstanding anything herein before contained, the Buyer shall store the Products in such a way that they can be readily identified as being the property of the Supplier.
(iii) Subject to (iv) and (v ) below the Buyer shall be at liberty to sell the Products in the ordinary course of business (but not to an Associated Company) on the basis that the proceeds of sale shall belong to the Supplier and shall be kept in a separate account and the Buyer shall account therefore to the Supplier on demand provided that the Buyer shall have no authority to enter into any contract of sale on behalf of the Supplier and any contract of sale shall accordingly be concluded in the name of the Buyer.
5.2. The Supplier may at any time revoke the Buyers power of sale by notice to the Buyer if the Buyer is in default for longer than forty-eight hours in the payment of any sum whatsoever due to the Supplier or In any bill of exchange cheque or other negotiable instrument drawn or excepted by the Buyer In the favour of the Supplier is dishonoured or, presentation for payment or if the Supplier has bonafide doubts as to the solvency of the Buyer.
5.3. The Buyers power of sale shall automatically cease if a Receiver is appointed over any of the assets or the undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation previously approved in writing by the Supplier) or calls a meeting of or makes an agreement or composition with creditors or commits any act of bankruptcy.
5.4. Upon determination of the Buyer's power of sale under (iv) or (v) above the Buyer shall place the Products at the disposal of the Supplier who shall (Without prejudice to any other right or remedy of the Supplier) be entitled to at the expense of the Buyer and without the Supplier being liable for any loss or damage enter upon any premises of the Buyer for the purpose of removing such Products and to remove such Products from the premises (including severance from the realty where necessary) and for the purpose of Jacking and sealing the tanks or apparatus or the storage where tile Products are sold or stored until such time as the Supplier wishes to dispose of such products and for the purpose of disposing of the product from any premises of the Buyer.
5.5 Notwithstanding the provisions of this Clause the Supplier shall have the right (without prejudice to any other right or remedy available to it) to Institute proceedings to recover the full price of the Products (or any part thereof remaining unpaid) together with interest thereon as if the same were a liquidated sum recoverable as a debt.
RISK
6. Notwithstanding the provisions of Clause 5 hereof the risk in the Products shall pass to the Buyer on delivery of the Products to the Buyer or his/its agent and the Supplier shall not after the risk has passed to the Buyer be liable for any loss or damage by or arising out of or in connection with the storage use or handling of the products or otherwise and the Buyer shall fully indemnify and keep indemnified the Supplier against all damages claims expenses liabilities or costs incurred by the Supplier In connection therewith when Products are delivered In bulk (whether or not through hose) delivery thereof shall be deemed to take place when the Products pass through the outlet valve.
PERFOMANCE AND FORCE MAJEURE
7. The Supplier shall be under no obligation to deliver goods or supply services by any specified date. Delivery and completion dates quoted or included in any contract are given in good faith but are estimates only and without engagement.
7.2. Any obligation of the Supplier to supply Products shall be suspended in the event that directly or indirectly by any cause or circumstances whatsoever reasonably outside the Supplier's control (including in the case of industrial action any action by the Supplier's own employees and in the case of Governmental action - compliance by the Supplier with any request or instruction of any Government) the Supplier is prevented or hindered:-
(i) From Supplying the Buyer with the whole of its requirements or
(ii) From obtaining from its usual source of supply all its requirements of crude oil and relevant petroleum products or
(iii) From purchasing all its requirements of crude oil and relevant petroleum products without paying an increased price when the Supplier is prohibited from increasing or for good commercial reasons the Supplier determines not to increase its wholesale price so as to compensate for such increased price.
7.3. Part deliveries (in accordance with any contract or with reasonable justification a departure from such contract) shall be deemed to represent separate contracts.
7.4. Without prejudice to any other right the Supplier may have or the Supplier shall be entitled to charge for abortive delivery costs storage and associated costs should the Buyer be unavailable for or refuse or deter delivery
TERMS AND ACCEPTANCE
8. Without prejudice to 5 above the Supplier shall have no liability arising out of non-delivery shortage in delivery deterioration or damage in transit except (but only in respect of goods delivered or intended for delivery in or in transit in the United Kingdom) where the appropriate Claim is received by the Supplier
in writing within the appropriate period specified below (or in the case of transit of goods by carrier such shorter period (known or which should reasonably be known to the Buyer) as the relevant carrier may lawfully require as a condition of its liability). The period referred to shall be 14 days from the date you
receive our notification of despatch In the case of non-delivery and 3 days from the date of delivery in the case of shortage in delivery deterioration or damage in transit. The Buyer has a duty to examine the quantity state and condition of all goods delivered from the Supplier before acceptance and no claim in
relation to quantity state and condition will be entertained by the Supplier where any deliver)' note is marked "unexamined" and the Buyer shall be liable to pay for all goods intended to be supplied notwithstanding that the delivery note shall be so marked.
We will make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. We may also make enquiries about the principle directors with a credit reference agency. We will monitor and record information relating to your trade performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention.
OUTSIDE WORK
9 Where the Supplier undertakes work or provides labour at the Buyer's works or elsewhere (not in the Supplier's exclusive occupation) the Buyer shall indemnify the Supplier against all liability (including without limitation in respect of employee or other third party claims) arising directly or indirectly from defects in or unsuitability of the works or site or of apparatus or plant (other than that provided by the Supplier) or from negligence or breach of statutory duty on the Buyer's part or that of the Buyer's employees or any other third party (other than the Supplier's own employees) and howsoever arising
9.1Except where the Supplier specifically otherwise agrees in writing the selection and choice of the Supplier’s goods or services and (except as to compliance with specific technical specifications contained in the Supplier's literature current from time to time) the assessment of the Supplier's goods suitability and fitness for the Buyer's purpose is the Buyer's sole responsibility
9.2. Any specifications formulations data literature and statements as to content suitability, performance or otherwise issued by the Supplier in connection with the Supplier's goods or services are offered in good faith but are intended to be approximate only and shall not be deemed to constitute representations
9.3. The copyright in the Supplier's data sheets packaging and literature shall remain the Supplier's property.
9.4. Sections 13 to 15 (inclusive) Sale of Goods Act 1979 shall apply subject to the foregoing (and 11.2 below) and subject to any stipulations specifically made by the Supplier prior to the contract.
INSTALLATION MAINTENANCE AND TESTING
10. Where the Supplier undertakes to install maintain repair or test any goods the Buyer shall bear the cost (which shall include any travel and subsistence costs or the Supplier's employees and agents) and provide (at the Buyer's own expense) all relevant information and such facilities as the Supplier may require.
10.1. The Buyer shall be responsible for compliance with all statutory requirements and third party rights in connection with the siting installation erection and use by the Supplier of goods to the Buyer's order and shall indemnify the Supplier accordingly.
WARRANTIES
11. The warranty under this condition is additional to any written warranty separately given to the Buyer by the Supplier and (subject to 9. above and 11.2. below) all other warranties implied by common law statute or otherwise.
11.1Except where the Supplier otherwise agrees in writing the Supplier offers no (and shall have no liability under any) warranty or condition (express or implied) in respect of goods materials or services of the Supplier's suppliers or sub-contractors but the Supplier will (where the Supplier considers it appropriate and practical to do so assist the Buyer to obtain the benefit of such warranties as are available from them in favour of first users of goods or services.
11.2. Subject to 11.1. above the Supplier warranty (subject to the limitations set out in this condition and in 12. below) that if goods of the Supplier's own manufacture or services provided by the Supplier prove under normal conditions not to be free from defects in workmanship the Supplier will (at the Supplier's election) repair or replace free of charge any goods (or the relevant constituent parts) or re-execute free of charge any of such services which in either case the Supplier finds upon examination (for which the Buyer shall accord the Supplier full facilities) to have been so defective. This warranty is subject to the following limitations.
11.2.1. The Supplier shall be under no obligation to make good fair wear and tear or to make good faults or damage arising from impact modification inappropriate use or treatment incorrect handling or failure to comply with use or maintenance instruction or exposure to corrosive substances.
11.2.2. The benefit of the warranty shall only apply to the Buyer as the Supplier's original customer.
11.2.3. Except where the Supplier specifically otherwise agrees in writing warranty claims must be notified (in detail) to the Supplier in writing within 8 weeks of delivery or (in the case of services) practical completion and (in every case where the Supplier's interests may be prejudiced by late notification) within 30 days of the grounds for the claim becoming apparent or discoverable on reasonable examination and all claims not so notified shall be deemed to have been waived.
LIMITATION OF LIABILITIES AND INDEMNITY
12. The Supplier (and its employees and agents on whose behalf the Supplier contract for the purpose) shall in no circumstances be liable to the Buyer or to third parties for any loss of profit or consequential loss or damage whether in respect of breach of the contract or of any collateral contract or in respect of negligence or an representation.
12.1. Without prejudice to 7.1. and 7.2. above the Supplier shall in no circumstances be liable to the Buyer or to third parties for any loss or damage arising directly or indirectly from failure to perform or delay in performing any obligation by reason of circumstances beyond the Supplier's control or from delay in delivery or completion.
12.2. The Buyer shall indemnify the Supplier (and its employees and agents) against all third party claims to the extent to which the Supplier's liability in respect thereof is or is purported to be restricted or excluded under 12. or 12.1. above (each being construed for this purpose without regard to 12.4 below).
12.3. 12. and 12.1. above shall not restrict or exclude any liabi1ity on the Supplier for death or personal injury resulting from the Supplier's negligence or that of those for whom the Supplier shall be vicariously liable.
12.4. The Supplier's pricing structure is based upon these limitations of liabilities and indemnities and the Buyer should obtain insurance cover for any claims for which the Supplier is (pursuant to this condition or otherwise) not liable and for any indemnity liability which may arise under this condition.
RESALE AND ADVERTISING
13. The Buyer shall not advertise or sell or permit to be advertised or sold any of the Supplier's Products under the Supplier's name or trade marks or trade description except with the express prior consent of the Supplier in writing.
13.1. The Buyer shall not advertise or sell or permit to be advertised or sold under the Supplier's name brand name or trade marks or trade description any Products not supplied by the Supplier and shall indemnify the Supplier in respect of any breach of the provisions of this Clause.
13.2. Where the Buyer is treated by the Supplier as a consumer the Buyer shall not resell transfer or otherwise dispose of at any time to any other person firm or company any f the Supplier's Products sold to the Buyer except for direct use by the Buyer in his/its business.
13.3 Except when any contract therefor provides otherwise in the event that the Buyer shall require the Supplier's Products to be supplied in the Buyer's own labelled packaging the Buyer shall be responsible for the cost incurred ' the Supplier in tooling up to facilitate such packages the cost of the packages and the cost of he labelling thereof and if at the end of any Contract therefor or if the Buyer shall have failed to order such products for a continuous period of three months the Buyer will purchase from the Supplier all unused packages and labelling at the cost thereof to the Supplier.
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