CONQUEST OIL NRG - CONDITIONS OF SALE & GENERAL TERMS & CONDITIONS
Conditions - means these General Terms and Conditions of Sale
Contract - means the Conditions, Conquest Oil Company’s order acceptance (if any) and any Special Terms and in the event of any conflict or inconsistency between such conditions, order acceptance and/or Special Terms, unless otherwise stated the Conditions shall prevail.
Customer - means a person or party wishing to purchase the Product from Conquest Oil Company on a contract basis.
Delivery Point - means the road tank wagon end of the Conquest Oil Company delivery arm coupling and/or inlet into the Storage provided by the customer.
Law - includes any law, statute, proclamation, byelaw, directive, decision, regulation, code of conduct, rule of court or delegated or subordinate legislation or other instrument having the force of law and “Laws” shall have a corresponding meaning.
Order - means any order placed by the Customer for the Product.
Conquest Oil Company - means Conquest Oil Company, How End, Houghton Conquest, Bedford MK45 3JS.
Premises - means any premises designated by the Customer for delivery of Product including (without limitation) any premises belonging to any third party.
Price - means the price for the Product stipulated in the Special Terms, or as varied pursuant to Condition 3.
Product - means any Conquest Oil Company product which is sold and purchased under the Contract.
Special Terms - means any terms and conditions expressly agreed in writing between Conquest Oil Company and the Customer as forming part of the Contract.
Storage - means any storage tank provided by the Customer at any designated Premises.
BASIS OF SALE
1.1 Conquest Oil Company shall sell and the Customer shall purchase the Product in accordance with the terms and conditions of the Contract. No general terms and conditions proposed by the Customer (whether before or after Conquest Oil Company’s acceptance of the Order) shall be or become part of the Contract.
ORDERS AND SPECIFICATIONS
2.1 The quantity, quality, description and any specification of the Product shall be as set out in the Special Terms. The Customer shall ensure the accuracy of each and every term of the Order. Conquest Oil Company reserves the right to change the specification of any Product to conform with any Law or with any prevailing market specification for that Product.
2.2 Once accepted by Conquest Oil Company, no Order may be altered or cancelled without the agreement of Conquest Oil Company, any such agreement to be on condition that the Customer hold Conquest Oil Company harmless from all loss or damage (including the cost of all labour, materials and transport) resulting from such alteration or cancellation. Each order accepted by Conquest Oil Company shall constitute a separate Contract.
PRICE OF THE PRODUCT
3.1 In the absence of any price stipulation in the Special Terms, the Price shall be that ruling at the date of despatch, but Conquest Oil Company may vary the Price at any time before delivery, by oral or written notice to the Customer, so that the Price reflects any cost increase due to any factor beyond the control of Conquest Oil Company, or any delay caused by the Customer in giving Conquest Oil Company adequate information or instructions.
3.2 If the customer is unable to accept the total quantity of Product ordered, it shall give Conquest Oil Company prompt notice thereof prior to the due date for delivery. In the event of a failure to do so by the Customer, then notwithstanding and without prejudice to any other remedy, Conquest Oil Company may require the Customer to pay all costs incurred by Conquest Oil Company in relation to the transportation and disposal of the rejected Product in addition to the Price.
3.3 The Price is inclusive of any applicable duty, but exclusive of value added tax which shall be calculated at the date and time of each delivery of Product and be paid to Conquest Oil Company by the Customer in addition to the Price.
TERMS OF PAYMENT
4.1 Conquest Oil Company may invoice the Customer once delivery of the Product has been tendered, or Conquest Oil Company has given the Customer oral or written notice that the Product is ready for collection. The Customer shall pay the Price and Conquest Oil Company shall be entitled to recover the Price notwithstanding that delivery may not have taken place and/or title to the Product has not passed to the Customer. The time of payment of the Price shall be of the essence of the contract, and the Customer shall not be entitled to withhold payment of any sums due by invoking any right of set-off or counterclaim.
4.2 Unless provided otherwise in the Special Terms, payment shall be made on or before delivery or, if previously agreed, 15th of the following month unless otherwise negotiated. Payment can be made by cash, cheque (cleared), debit card or credit card (surcharge applicable) or BACS.
4.3 If the Customer fails to make any payment in full on any due date, fails to notify Conquest Oil Company as required herein of any change to its legal status, or if Conquest Oil Company has reason to doubt the financial capacity of the Customer then, without prejudice to any other right or remedy available to Conquest Oil Company, Conquest Oil Company shall be entitled to cancel any Order and/or suspend any further deliveries to the Customer pending settlement in full of any unpaid amount, together with interest thereon (both before and after judgement) at the rate of two (2) per cent per annum above the Barclays Bank plc base rate from time to time for each month or part of a month until payment in full is made such interest to be calculated daily.
4.4 For domestic customers credit terms are C.O.D/7 days and a surcharge is added if the invoice is not paid within 7 days.
4.5 Should you be on a monthly budget scheme (standing order). Payment should be paid on the day specified on the initial form (or nearest to). Should a monthly payment be missed then refer to 4.3. Should the account not be in credit by the time of another delivery, Conquest Oil Company may withhold goods until payment is made in full.
5.1 Conquest Oil Company will use its reasonable endeavours to deliver or procure the delivery of the Product to the Customer in accordance with the Contract. Where delivery is to be made other than to the Customer, the Customer will nevertheless remain responsible to Conquest Oil Company for payment of the Price.
5.2 Any Product delivery date or time quoted is approximate only and dates and times for delivery shall not be of the essence and may not be made of the essence. Conquest Oil Company may deliver Product in advance of the quoted delivery date upon giving reasonable oral or written notice to the Customer.
5.3 Conquest Oil Company shall be entitled without notice to the Customer to vary the amount of the Product delivered by an operational tolerance of up to ten per cent (10%). Any variation exceeding ten per cent (10%) will only be made with the prior approval of the Customer.
6.1 Where deliveries are to be made by or on behalf of Conquest Oil Company, the Customer and its agents shall ensure: Safe and adequate access for the road tank wagons and drivers; storage tanks and reception equipment of suitable construction for pump or gravity delivery properly vented, with all inlets clearly identified, a suitably placed (i.e. where the driver may monitor the level during delivery) full operational product level gauge and having adequate free capacity for the amount of Product shown on the delivery documentation; and personal supervision throughout the delivery by an authorised employee of the Customer or its appointed agent. Conquest Oil Company will not be obliged to deliver the Product to any Premises or Storage which, in the opinion of Conquest Oil Company, does not meet such criteria, nor shall it be required to pump the Product (or any of it) into the underground storage tank or other storage facility of the Customer, except on terms that it shall do so at the sole risk of the Customer.
6.2 Where the Customer or its agent collects the Product, the Customer will ensure: that the vehicles which make any such collection are in full and proper repair and comply in all respects with all applicable Laws; that the drivers or other personnel operating such vehicles are fully competent to carry out any task assigned to them; and comply with all Laws and operating and safety rules which may be in force from time to time at the product collection point.
7.1 The measurements provided by Conquest Oil Company with regard to quantities, quality and specifications shall be conclusive for all purposes, save fraud or manifest error.
RISK AND TITLE
8.1 Risk of loss or contamination of the Product shall pass to the Customer when the Product passes the Delivery Point, except where the Customer fails to accept delivery of any of the Product, in which case risk shall pass when Conquest Oil Company tenders delivery of such Product.
8.2 Notwithstanding delivery and the passing of risk in the Product, or any other provision of the Contract, title to any Product shall not transfer to the Customer until Conquest Oil Company has received payment in full in respect of such Product, and no other amounts are then outstanding from the Customer to Conquest Oil Company.
8.3 Until such time as title to the Product transfers to the Customer, the Customer shall hold the Product (or an equivalent quantity of commingled product of the same type) on behalf of Conquest Oil Company as the fiduciary agent and bailee of Conquest Oil Company, shall keep the Product properly Stored and protected and Conquest Oil Company shall be entitled at any time to require the Customer to deliver up the Product (or an equivalent quantity of commingled product of the same type) to Conquest Oil Company and, if the Customer fails to do so forthwith, Conquest Oil Company will be entitled to enter upon any premises of the Customer or of any third party where the Product (or an equivalent quantity of commingled product of the same type) is Stored and repossess the same quantity originally delivered at any time without prior warning or notice.
8.4 Notwithstanding and without prejudice to sub-clause 8.3 above, the Customer may remove the Product from Storage for use in the normal course of its business or in case of emergency but not otherwise.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Product which remains the property of Conquest Oil Company, but if the Customer does so all monies remaining to be paid by the Customer to Conquest Oil Company shall (without prejudice to any other right or remedy of Conquest Oil Company) forthwith become due and payable.
8.6 Notwithstanding the provisions of Clause 8.2 the Customer shall be responsible for and shall indemnify and hold Conquest Oil Company and its employees harmless from and against any and all liability for loss or damage due to any cause whatsoever occurring after the Product has been delivered to the Customer’s Premises including, without limitation:
8.6.1 any losses, leakage, shortages, contamination of or other damage to the Product occurring during Storage, processing or any other handling by the Customer; and
8.6.2 except to the extent provided otherwise by Law, any other claims arising directly or indirectly from any breach of any term of the Contract or as a result of the negligence of the Customer, its servants or agents, all claims arising from the death of or injury to third parties, or loss or damage to third party property, or arising out of the death or injury of the Customer’s employees occurring as a result of, or in connection with, the Storage, processing or handling of the Product after it has been delivered.
8.7 The Customer shall at all times during the term of the Contract:
8.7.1 ensure Conquest Oil Company and/or its agents or representatives has access to the Premises at all reasonable times for the purpose of checking the stock of Product.
8.7.2 keep the Product in Storage insured to its full replacement value; and
8.7.3 comply with all relevant Laws and the requirements of all applicable regulatory authorities with regard to the safe Storage, handling and use of any Product. For the purposes of the Contract the words “safe Storage, handling and use”, relate not only to the safety of those persons who may be affected by the acts or omissions of the Customer but also to the environment generally.
Where a delivery is made to the wrong address Conquest Oil Company will take all reasonable steps to resolve the situation by either;
Where such agreements cannot be made or if the recipient does not want to keep the mis-delivered product. Conquest Oil Company may take legal action to effect the recovery of the delivery or the cost thereof. Alternatively Conquest Oil Company shall be entitled at any time to require the recipient to deliver up the Product (or an equivalent quantity of commingled product of the same type) to Conquest Oil Company and, if the Customer fails to do so forthwith, Conquest Oil Company will be entitled to enter upon any premises of the recipient or of any third party where the Product (or an equivalent quantity of commingled product of the same type) is Stored and repossess the same quantity originally delivered at any time without prior warning or notice.
9.1 Conquest Oil Company warrants to the Customer that at the time of delivery the Product will correspond with any specification set out in the Contract and further, that the Product will comply with all relevant British Standards for that Product, provided that Conquest Oil Company shall be under no liability under the above warranty (or under any other warranty, condition or guarantee) if the total Price for the Product has not been paid by the due date for payment.
9.2 The Customer warrants to Conquest Oil Company that it will not use the Product, nor will it permit the Product or any of it to be used, in contravention of any Law, whether by use as a fuel for a mechanically propelled vehicle or otherwise. Where re-selling the Product, the Customer warrants that it will not make reference to any trademarks or brand names of Conquest Oil Company in promoting or effecting sale of the Product, without the prior written consent of Conquest Oil Company.
9.3 Save as expressly provided in the Contract all warranties, conditions or other terms implied by statute or common Law are excluded to the fullest extent permitted by Law.
10.1 Any claim by the Customer which is based on any shortfall in quantity or defect in condition of the Product or its failure to correspond with the specification shall (whether or not delivery is refused by Customer) be notified to Conquest Oil Company within seven (7) days after the date of delivery. In the event of any such claim, the Customer shall further provide Conquest Oil Company with detailed documentary evidence in support within twenty-one (21) days after the date of its written notification of claim to Conquest Oil Company. If delivery is not refused, and if the Customer fails to notify Conquest Oil Company in accordance with these provisions, the Customer shall not be entitled to reject the Product and Conquest Oil Company shall have no further liability, and the Customer shall be bound to pay the Price for the Product as if the Product had been delivered in accordance with the Contract.
10.2 Where any claim is made in accordance with the above provisions, the Customer shall: secure permission for Conquest Oil Company or its authorised representatives to enter upon the Premises at which the Product is stored during business hours to take samples and/or to carry out any other investigations which Conquest Oil Company considers necessary; and not commingle or allow the Product in question to be commingled with any other petroleum or other product or substance pending a decision by Conquest Oil Company with regard to the sustainability of the claim, unless expressly agreed otherwise between the parties.
11.1 Either party may, without liability, delay, reduce or cancel Orders or deliveries if it is hindered, delayed or prevented from producing, delivering by normal means, or accepting delivery of any Product through circumstances beyond its reasonable control including, but not limited to, employment disputes (including those involving its own employees), accidents, power shortages, breakdown of plant or machinery, shortages of raw materials from usual sources, transport problems or shortages or governmental action or inaction. The party directly affected shall give notice to the other party immediately and where the Customer purchases Product elsewhere, it shall be at his own risk and cost.
LIMITATION OF LIABILITY AND INDEMNITY
12.1 THIS CLAUSE PROVIDES (TO THE FULLEST EXTENT PERMISSIBLE BY LAW) FOR THE ENTIRE LIABILITY OF CONQUEST OIL COMPANY WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), MISREPRESENTATION (UNLESS FRAUDULENT), STRICT LIABILITY OR OTHER LEGAL LIABILITY INCLUDING LIABILITY FOR THE ACTS OR DEFAULTS OF ITS EMPLOYEES, AGENTS, SUB-CONTRACTORS OR AFFILIATED COMPANIES.
12.2 NO LIABILITY WHATSOEVER OR HOWSOEVER ARISING IS ACCEPTED FOR ANY LOSS OF PROFITS, WASTED OVERHEADS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS INCLUDING, BUT NOT LIMITED TO, GOODWILL, CONTRACTS, ANTICIPATED SAVINGS, ANY INCREASED COST OF WORKING OR THIRD PARTY CLAIMS EVEN IF CONQUEST OIL COMPANY KNEW OF OR WAS INFORMED OF THE POSSIBILITY OF THE SAME.
12.3 LIABILITY FOR LOSS OR DAMAGE TO PHYSICAL PROPERTY OF BUYER CAUSED BY NEGLIGENCE SHALL NOT EXCEED £1,000,000 IN RESPECT OF ANY ONE EVENT OR CONNECTED SERIES OF EVENTS.
12.4 EXCEPT AS STATED ABOVE THE ENTIRE LIABILITY OF CONQUEST OIL COMPANY FOR UNREMEDIED ACTS OR DEFAULTS SHALL NOT EXCEED THE CONTRACT PRICE FOR THE GOODS IN QUESTION OR £25,000 WHICHEVER IS THE GREATER PLUS THE RETURN OF THE PRICE PAID IN RESPECT OF THE GOODS IN QUESTION.
12.5 NO PROVISION IN THE CONTRACT LIMITS OR EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY WHERE IT IS NOT LAWFUL TO DO SO.
12.6 NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, THE CUSTOMER SHALL INDEMNIFY CONQUEST OIL COMPANY AGAINST ANY LOSS OR DAMAGE TO ITS PROPERTY OR THAT OF ITS AGENT AND AGAINST ALL LIABILITY ARISING OUT OF ANY ACTIONS, CLAIMS, DEMANDS OR PROCEEDINGS BROUGHT BY ANY EMPLOYEE, AGENT OR INVITEE OF CONQUEST OIL COMPANY, OR BY ANY THIRD PARTY ON ACCOUNT OF DEATH OR PERSONAL INJURY AND/OR DAMAGE TO PROPERTY OR EQUIPMENT OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY DELIVERIES MADE BY OR ON BEHALF OF CONQUEST OIL COMPANY HEREUNDER, TO THE EXTENT THAT THE SAME SHALL EITHER DIRECTLY OR INDIRECTLY BE CAUSED BY, OR AS A CONSEQUENCE OF, ANY FAILURE BY THE CUSTOMER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER OR AT LAW, INCLUDING NEGLIGENCE, NOTWITHSTANDING ANY NEGLIGENCE OR BREACH OF STATUTORY OR OTHER DUTY OF CONQUEST OIL COMPANY, ITS EMPLOYEES OR AGENTS.
ASSIGNMENT, LEGAL STATUS AND INSOLVENCY
13.1 The Customer may not assign or otherwise transfer all or any of its rights and obligations under the Contract to any third party without the prior written consent of Conquest Oil Company, such consent not to be unreasonably withheld. The Customer will notify Conquest Oil Company by registered mail ninety (90) days in advance should it wish to make any change to its legal identity or status; in the event of any change of control of the Customer; should it make any voluntary arrangement with its creditors; be declared bankrupt; be subject to an
administration order or go into liquidation (other than for the purposes of amalgamation or reconstruction); should an encumbrancer take possession; should a receiver be appointed over any of the property or assets of the Customer; should the Customer
cease or threaten to cease to carry on business; or should Conquest Oil Company believe that any of the events mentioned above is about to occur and notifies the Customer accordingly, then: all monies due under or in respect of the Contract, together with any other outstanding money shall become immediately due and payable by the Customer to Conquest Oil Company and Conquest Oil Company may further suspend forthwith all deliveries of Product to the Customer pending any such payment.
14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing, and sent to the other party at its registered office or principal place of business or such other address as may at the relevant time have been duly notified to the party giving notice.
14.2 No variation to the Contract shall be binding unless agreed in writing between Conquest Oil Company and the Customer, and no representation concerning the Product shall be valid unless confirmed by Conquest Oil Company in writing.
14.3 No waiver by Conquest Oil Company of any breach of any term and/or Condition by the Customer shall be deemed to be a waiver of any subsequent breach of the same or any other term and/or Condition.
14.4 If any Condition is held by a competent authority to be invalid or unenforceable in whole or in part, the remaining Conditions and the part of the Condition not so affected shall continue in force.
14.5 Unless provided otherwise in the Contract, the international rules for the interpretation of trade terms of the International Chamber of Commerce (Incoterms) in force at the date of the Contract shall apply.
14.6 The Contract shall be governed by the Laws of England and the Customer agrees to submit to the exclusive jurisdiction of the English Courts.