Terms and Conditions
TERMS AND CONDITIONS OF SALE FOR FUEL PRODUCTS (“the Conditions”)
1.1. Any order placed by the buyer, whether orally, in writing or in electronic form, shall constitute a binding contract of sale once the seller has indicated its acceptance of it.
1.2. Unless otherwise agreed in writing by the seller and signed by both parties, all products shall be supplied in accordance with the Conditions to the exclusion of any terms and conditions (if any) stipulated by the buyer and any representations, warranties or communications not expressly incorporated in these Conditions.
1.3. The buyer shall be solely responsible for ensuring the accuracy of any order.
1.4. The products are designed for use as petroleum fuel products and the buyer shall not use the products for any other purpose.
1.5. The buyer warrants that any product supplied under these Conditions which is a “renewable transport fuel” within the meaning of the Renewable Transport Fuel Obligations Order 2007 (as amended or replaced from time to time) (“RTFO”) shall be used by the end user (whether the buyer itself or a third party) for purposes which allows the seller to account for such products as “relevant fuel” under the RTFO.
2.1. The product shall be charged at the price agreed at the date the order is made, subject to any increase equal to any new or increased taxes, duties or other imposts and/or any market variations imposed or occurring up to the date of delivery. In the event that no price has been agreed, the price shall be the seller’s selling price at the date of delivery.
2.2. The cost of delivery is included in the price.
2.3. Unless otherwise agreed, the price shall include all duties, levies or other imposts but shall exclude VAT.
2.4. Any rebates, discounts or allowances agreed between the seller and buyer are strictly subject to compliance with any credit terms and may be granted varied or rescinded at any time before payment at the seller’s sole discretion.
3.1. Payment shall be made prior to or on the date of delivery in cleared funds.
3.2. Any offer of extended payment terms or credit to any buyer and the continuation of such credit terms shall be at the seller’s sole discretion.
3.3. If, at the seller’s sole discretion, credit is granted to the buyer, payment for each delivery shall be made not later than 7 days after the day in which the delivery was made, unless otherwise stated in the invoice.
3.4. Prompt payment shall be a condition precedent to further deliveries and in the event of the failure of the buyer to pay in accordance with this clause, interest shall be charged on the sums outstanding at the rate of 4% per month above the base rate of Barclays Bank plc from time to time, such interest to accrue on a daily basis until payment is made to be paid without deduction of tax.
3.5. In the event of non-payment, the seller reserves the right to recover the product from the buyer’s premises and the buyer hereby grants the seller permission to enter the buyer’s premises for that purpose.
4.1. The seller will make reasonable efforts to effect delivery in accordance with the buyer’s requirements and the buyer will accept delivery of the products.
4.2. No delivery date is guaranteed and time shall not be of the essence.
4.3. All deliveries shall be made within the seller’s normal business hours.
4.4. For all deliveries made to the buyer’s premises the buyer must provide safe and suitable :
(a) access off a public road over a hard metal road;
(b) storage facilities intended for use with the products which shall be in good condition and which comply with all applicable laws and industry standards relating to the storage and handling of the products;
(c) connection points on the fuel tank (not requiring more than 150 feet of hose);
(d) supervision for the off-loading operation in accordance with best industry practice and in compliance with all applicable laws.
4.5. If the buyer fails to comply with any requirement in clause 4.4, the buyer will indemnify the seller against all claims, costs, losses, damages and expenses arising from such failure. The buyer shall furthermore be liable for any accident, loss or damage caused to the products or any property (whether of the buyer, the seller or any third party) resulting directly or indirectly from such failure to comply.
4.6. In the event the seller is unable to effect delivery to the buyer for any reason attributable to the buyer (including but not limited to the buyer’s failure to comply with the requirements of clause 4.4) the buyer shall pay to the seller a delivery charge equal to 15% of the order value.
4.7. The buyer shall provide every facility to ensure that the products are promptly discharged or offloaded and no delays are caused by it or its employees or agents.
4.8. The buyer shall ensure that it shall not permit smoking, the use of naked lights or electric or gas fires or radiators near to any tank or inlet pipe into which a delivery of the products is being made or in the vicinity of any vent pipe connected to a tank and will fully indemnify the seller against any damage claims or costs arising of its failure to comply with this condition.
4.9. The buyer shall maintain and the seller may prior to delivery request evidence of public liability insurance which covers the material risks posed by the delivery and storage of flammable fuel products.
5.1. Measurement of the products shall be based on delivery at a temperature of 15 degrees Celsius.
5.2. The measurements of the seller or its agents as indicated on the invoice or delivery note shall be conclusive as to the quantities delivered evidenced by:
(a) at unmanned premises - the driver’s signature as confirmation of the reading as stated on the invoice/delivery note;
(b) at manned premises - signature of the buyer or its agent as stated on the invoice/delivery note, or in the absence of such signature, the driver’s signature in accordance with unmanned premises.
5.3. Where the seller has agreed to hire a fuel tank and related equipment to the buyer for the storage of the products, the Terms and Conditions for Hire of Fuel Tanks will apply in addition to these Conditions.
5.4. Where the buyer provides a fuel tank for the storage of the products, the buyer warrants that the fuel tank will be in good condition, suitable in every respect for the storage and dispensing of the products, and shall have sufficient capacity to receive the ordered quantity of products. The seller accepts no liability whatsoever in relation to any loss, damage, costs or expenses incurred by the buyer or any third party relating to the use of, storage of the fuel products in or delivery to the buyer’s fuel tank.
5.5. The seller shall not be responsible for any checks or tests on the buyer’s tank.
5.6. The buyer shall be solely responsible for ensuring that the product is delivered into the correct feed on the buyer’s tank.
5.7. The seller shall accept no responsibility for any damage whatsoever arising out of the buyer’s failure to comply with this clause 5.
6. Risk and Ownership
6.1. Fuel shall remain the sole and absolute property of the seller until the buyer has made payment in full and, until that time, the buyer shall hold the product as bailee for the seller whether the product has been mixed or otherwise and the buyer shall insure the products for their full value for the benefit of the seller until title passes to the buyer.
6.2. The risk of loss or damage to the product shall pass to the buyer on passing the flange of the tank and associated pipe of the buyer his agent or his carrier into which the buyer has requested the product to be delivered.
6.3. Unless otherwise agreed, all rights, benefits, rebates, reliefs, allowances, payments and/or repayments relating to or arising from the supply of the products will be for the benefit of the Supplier, whether existing at the time of this agreement or introduced as a result of a change of law or policy in the future. The Supplier makes no representation or warranty as to the eligibility of the product to receive, or the availability of, any such right, benefit or payment. The buyer will cooperate with the seller in providing such information as the seller needs to apply for or claim such rights, benefits or payments.
7. Force Majeure
7.1. The seller shall not be liable for any failure or delay in performance of its obligations if and so long as such performance is prevented or hindered by circumstances of any kind whatsoever outside the seller’s direct control (“Force Majeure”).
7.2. In the event of Force Majeure occurring, the seller shall, on notice to the buyer, be entitled to withhold, suspend or reduce deliveries under any order to such an extent as the seller in its absolute discretion considers appropriate. If deliveries are affected in this way for more than 30 days, the buyer shall be free to purchase fuel products from other suppliers to eliminate any shortfall in the seller’s deliveries for such time as the shortfall continues.
8.1. Any dispute relating to quantity or quality of the products shall be notified to the seller in writing by recorded delivery or email to within 48 hours of delivery and in relation to price not later than 3 days after receipt of invoice or statement. If the buyer does not raise a dispute within these timeframes, it shall be deemed to have waived all remedies in respect thereof.
8.2. In the event of any dispute there shall be no right of set off for the buyer against any sums outstanding to the seller.
8.3. All disputes will be handled in accordance with clause 13.
9.1. All warranties, conditions or obligations imposed or implied by statute or otherwise, including but not limited to those relating to the quality or description of the goods or their fitness for any particular purpose, are excluded.
9.2. To the fullest extent permitted by law, all liability not expressly accepted by the seller under these Conditions is excluded.
9.3. Save to the extent caused by the negligence of the seller, its employees or agents, the buyer shall indemnify the seller in full against all liabilities, costs, claims, losses, expenses or damages arising out of or in connection with any failure of the buyer to comply with these Conditions and/or the delivery, storage or use of the products.
9.4. In the event the buyer is a consumer as defined under the Sale of Goods Act 1979 or any law or regulation on consumer protection, any provision of these conditions which is of no effect by reason of such regulation shall not apply. For the avoidance of doubt the statutory rights of a consumer are not in any way affected by these Conditions.
10. Insolvency or default of the buyer
(a) the buyer makes default in or commits any breach of any of its obligations under these Conditions,
(b) any distress or execution is levied upon the buyer, his property or assets,
(c) the buyer makes or offers to make any arrangements or composition with his creditors,
(d) any petition or receiving order in bankruptcy is presented or made against the buyer,
(e) any resolution or petition to wind up the buyer is passed or presented otherwise than for the purposes of a solvent reconstruction or amalgamation,
(f) a petition is presented for an administration order to be made in respect of the buyer or if any such administration order is made,
(g) an administrator(s) is appointed in respect of the buyer, or
(h) a receiver(s) is appointed in respect of the buyer, its undertaking, property or assets or any part thereof the seller shall (without prejudice to any claim or right the seller might otherwise make or exercise) have the right to terminate the contract by summary notice and all amounts payable by the buyer to the seller under any contract whatsoever shall become due and payable immediately. Alternatively, the seller reserves the right to recover the product, whether it has been added to other products or sold separately and the buyer or any party acting on the buyer’s behalf hereby grants permission to the seller to enter the buyer’s premises for that purpose.
The buyer may not assign its rights or obligations under these conditions in whole or in part without the seller’s prior written consent. The seller may assign its rights at any time.
Any notice given under these conditions by post or email to the recipient at its registered or principal office or to respectively shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
13.1. In the event of a complaint or dispute arising under these Conditions, the parties agree to work together in good faith in order to resolve it amicably.
13.2. If the parties are unable to agree an amicable resolution of the buyer’s complaint or dispute within 14 days, the buyer shall provide written notice of the dispute to the seller, including all relevant details and circumstances, in accordance with clause 12.
13.3. The seller shall acknowledge the buyer’s notice of dispute within 5 working days.
13.4. The seller shall investigate the buyer’s dispute and advise the buyer of the outcome of its investigation within 30 days of receipt of the buyer’s notice. The buyer agrees to provide all such assistance and information as the seller may reasonably require in order to aid its investigation.
13.5. If the buyer is unable to accept the outcome of the seller’s investigation and considers the matter still to be in dispute 90 days after receipt of the buyer’s notice (as may be extended by agreement of both parties), either party may refer the dispute to be resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed incorporated by reference into this clause.
13.6. The number of arbitrators will be three, with each party nominating one arbitrator and the third being nominated by the LCIA Court.
13.7. The language of the arbitration will be English, the seat of arbitration will be London, United Kingdom and the substantive law of England will be applied.
13.8. Each party shall be responsible for its own costs associated with this clause 13, and any fees or charges levied by the LCIA will be shared equally between them.
13.9. The parties agree that the decision of the arbitration will be final and binding on them.
14.1. The seller reserves the right to report the buyer to such credit agencies as it sees fit in the event of the buyer’s failure to comply with its credit terms.
14.2. The buyer shall be registered to the extent as is required in accordance with the Data Protection Act.
14.3. For quality and security purposes all phone calls may be recorded.
14.4. In exercising its rights and performing its obligations under these Conditions, the buyer shall comply with all applicable laws and regulations, including but not limited to rules on data protection, anti-bribery and corruption and customs and excise regulations.
14.5. If any of these terms are declared unenforceable, the rest of the Conditions shall remain in full force and effect.
15. Governing law
These conditions shall be construed in accordance with the laws of England and Wales and the buyer and the seller submit to the exclusive jurisdiction of the courts of England.
Last updated: May 2020