Terms and Conditions

1. These terms govern all contracts for the sale of goods.

1.1 These terms govern all contracts for the sale of goods between Caldo Oils Limited (“the Company”)
and any purchaser of the goods (“the Purchaser”). These terms can be varied only with the written consent of
the Company.
1.2 In these terms, “goods” means all, or any part of the items supplied by the Company to the Purchaser, and
“contract” means any contract between the Company and the Purchaser for the sale of goods

2. Orders

2.1 All orders for the supply of goods placed by the Purchaser with the Company are irrevocable but shall not
bind the Company until accepted in writing, or until the goods are delivered or invoiced to the Purchaser.
2.2 Orders may not be cancelled without the prior agreement of the Company in writing. The Purchaser shall
indemnify the Company against all loss (including loss and profit) or expense, however indirect or remote,
resulting from the cancellation of an order or any other breach of contract by the Purchaser.

3. Delivery and Specification

3.1 All goods are offered and all orders are accepted subject to availability. The Company reserves the right
to deliver such part of any order as permitted by the availability of the goods on order.
3.2 The company will endeavour to deliver goods within a reasonable time of the placing of an order, but time
shall not be of the essence in respect of deliveries.
3.3 Delivery of goods shall be deemed to take place at the Company’s premises unless otherwise agreed. It is
the responsibility of the Purchaser to ensure the safety and security of goods after delivery, and the Company
will accept no responsibility therefor. The cost of delivery at the Purchaser’s own premises or those of a
nominated agent will be charged extra to the Purchaser.
3.4 All illustrations and specifications which relate to the goods are approximate only, and the Company reserves
the right to make such alternations as it sees fit.
3.5 Absolute consistency of sizes, materials, proportions and colours is not guaranteed by the Company.
3.6 Claims for shortages or non-delivery must be supported by the carrier’s consignment or proof of delivery note
on which the goods have been signed for as unchecked, short, or damaged as appropriate. No claims for shortages or
damages will be entertained unless goods are checked at the time of delivery in the presence of the carrier’s
employee. While every effort will be made to despatch goods on time, no responsibility will be accepted for late or
non delivery, or for any consequential loss whatsoever
3.7 All shortage’s damages or non delivery of goods must be notified to us by telephone within three working days
and confirmed in writing within five working days of despatch.
3.8 Bulk Fuel Deliveries
.1 It is a condition of any products supplied against the Company delivery note that the customers will strictly
observe all the conditions of their petroleum licence, i.e., the customer will not allow smoking or naked lights
or fires in the vicinity of the delivery point and the customer will present the Motor Spirit Fire Certificate to
the driver before delivery where applicable. It is also requested that the customer ensure that there is clear and
reasonable access for delivery.
.2 The quantity of fuel being delivered shall be ascertained by measurement of the contents of the Company’s road
tank wagons by means of gauged dip rod or other approved measuring device provided with each wagon. No claim for
short deliveries will be considered by the Company unless they are agreed with the driver at the time of delivery,
otherwise the quantity recorded on the delivery note shall be accepted by the customer as conclusive evidence of
the quantity delivered.
.3 Where deliveries are made to other than filling stations i.e. to commercial consumers, the products against this
delivery note are sold exclusively for the customer’s own use for trade purposes and must not be resold, transferred
or disposed of to any other person, firm or company or corporation and must only be used in the customer’s own
commercially licensed vehicle, hired or worked by the customer in the course of the customers business.
.4 The Company shall not be responsible for any loss or damage arising directly or indirectly from delays in delivery
or from failure to deliver due to causes outside its reasonable control.

4. Prices

4.1 All prices for goods are quoted exclusive of all taxes, duties or charges unless otherwise stated.
4.2 Carriage charges for transport of goods from the Company’s premises do not include the cost of insurance, which is
the responsibility of the Purchaser.
4.3 The Company reserves the right to vary the price of goods or carriage charges from time to time.

5. Payment and Credit

5.1 Credit will not be extended to the Purchaser unless an application for credit has been made on the Company’s form
and approved by the Company.
5.2 Where a Purchaser has been granted a credit account payment is due within 30 days from the date of invoice unless
otherwise agreed in writing by the Company. Where no credit account is granted to the Purchaser, payment is due
immediately upon the date of invoice.
5.3 Interest will be charged by the Company on all overdue sums at the rate of 3% per calendar month in which payment
is due or part thereof, and such interest shall continue to be payable after any court judgement. The Company reserves
the right to refuse to despatch goods to a Purchaser whose credit account is overdue or whose credit limit has been
exceeded, and/or to collect from the customer’s storage tanks such product as remains unpaid.
5.4 A charge of £20 will be made in respect of each instance of a returned or represented cheque. The Company reserves
the right to refer overdue accounts to their solicitors and the purchaser shall reimburse the Company for any legal
costs thereby incurred.

6. Set-off and Lien

6.1 No payments maybe withheld nor may any counterclaims or the Purchaser be set off against any payment due under this
or any other contract.
6.2 The Company shall have a general and particular lien on all money and property which the Purchaser owns or is
entitled to possess which is in the possession of the Company or its agents which it may sell as the Purchaser’s
agent to reduce the Purchaser’s debt to the Company.

7. Force Majeure

7.1 The Company shall not be under any liability of any kind for the non-performance in whole or in part of its
obligations under the contract due to causes beyond the reasonable control of the Company or of the Company’s
suppliers or due to labour disputes.

8. Claims against the Company

8.1 All Claims in respect of goods alleged to be defective must be make in writing to the Company within 14 days
of the date of delivery. All allegedly defective goods must be returned for inspection by the Company. No claim
for defective goods can be made after 14 days.
8.2 Any loss or damage to goods after delivery, which for the avoidance of doubt includes loss or damage to goods
in transit, is the responsibility of the Purchaser alone and the Company will accept no liability therefore.
8.3 Goods are supplied on the understanding that their value does not exceed the net invoice price of such goods.
Under no circumstances shall the liability of the Company to the Purchaser or any third party in respect of goods
supplied exceed the net invoice price of such goods.
8.4 Goods which have been damaged by the Purchaser, cannot be returned. It is the Purchasers responsibility to
check suitability of goods prior to processing.
8.5 The conditions of and warranties relating to the contract are limited to those stated in writing by the company.
The purchaser agrees that an order for goods by reference to a product name, number or description shall be to the
basic standard version of those goods and that supply of them will fulfil the Company’s obligations.

9. Exclusion of liability

9.1 The terms of Clause above are in lieu of all conditions and warranties whether expressed or implied by statute,
custom of the trade or otherwise and any such condition or warranty is excluded.
9.2 The Company’s aggregate liability in tort or for breach of contract in connection with the goods shall be limited
to damages of an amount not exceeding the contract price for the goods in relation to which such liability may have
risen. The Company shall have no liability in any event for loss of profit or other consequential loss.
9.3 Nothing contained in these terms shall purport to exclude or restrict any liability the exclusion or restriction
of which is prohibited by section 2(1) or section 6(1) of the Unfair Contract Terms Act 1977.
9.4 The parties have freely negotiated the contract including the price in the knowledge that the liability of the
Company is to be limited in accordance with these terms. The Purchaser acknowledges that a higher price would be payable
but for such limitation.

10. Title of Goods

10.1 Retention of title:
10.1.1 Title to any goods sold to the Purchaser by the Company shall not pass to the purchaser until the total amount
due under the invoice for those goods is paid to the Company. Further, title to such goods shall not pass until payment
to the Company of all amounts owing to it by the Purchaser on any account whatsoever.
10.1.2 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the goods other than in its
normal course of business. Any permission to deal with goods will cease immediately on the appointment of an administrative
receiver, on the presentation of winding-up or bankruptcy petition or of a petition for the making of an administration
order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding-up resolution or any other
act of insolvency.
10.1.3 If prior to making payment to the Company for the goods, the Purchaser contracts to re-sell the goods to a third
party in substantially the same form in which they were delivered to the Purchaser, or if the goods are used or
incorporated in the production of any other product which is sold by the Purchaser to a third party, then in each case
title to such goods shall pass directly from the Company to such third party pursuant to Clause 10.1.1. upon payment in
full to the Company and Clause 14 hereof shall apply in such circumstances.
10.2 Until title passes the Purchaser shall hold the goods as bailee for the Company and shall be a fiduciary to the
Company in respect of the goods, and where Clause 14 applies, in respect also of:
10.2.1 The proceeds of sale, and
10.2.2 Any payment of the type described in Clause 13.2
10.3 Until title passes under Clause 10.1 above, the Company may at any time (regardless of any period of credit given
to the Purchaser) enter onto the premises of the Purchaser or of its agents or customers to repossess all or part of the
goods and the contract shall terminate in respect of those goods without prejudice to any rights of the Company.

11. Risk

11.1 Risk in the goods shall pass to the Purchaser immediately upon delivery, which unless otherwise agreed means delivery
at the Company’s premises to theb Purchaser’s appointed or agreed carrier, or otherwise to the Purchaser in person or its
agent.
11.2 Until title passes to the Purchaser it shall indemnify the Company against all loss or damage to the goods or
depreciation in their value.

12. Custody of Goods

12.1 Until title passes, the Purchaser will ensure the goods are kept separate and are clearly identifiable as the property
of the Company.
12.2 Until title in the goods shall have passed to the Purchaser, if any of the goods are incorporated in or attached to
any products manufactured or assembled by the Purchaser or its agents, the Purchaser shall maintain records sufficient to
enable such goods so incorporated to be identified or quantified. The Company may at any time remove any goods belonging
to it regardless of any practical difficulty or damaged caused to such products.

13. Resale of Goods

13.1 Where title to the goods has not passed from the Company and the Purchaser wishes to re-sell the goods and Clause 10.1.3
applies, the Purchaser shall invoice the goods to the third party purchaser at a price not less than that charged to the
Purchaser by the Company for the goods and shall notify the third party purchaser that the goods are the property of the
Company. Such sale shall be made by the Purchaser as a principle but all proceeds of sale shall be held by the Purchaser
as agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of such proceeds of
sale.
13.2 Any payments received by the Purchaser in respect of any assignment of any debt in connection with any sale of the
goods by the Purchaser shall be held by the Purchaser as agent for the Company and the Purchaser shall be in a fiduciary
position to the Company in respect of any such payment so received.
13.3 The Purchaser shall give the Company full particulars of persons to whom goods have been or are intended to be sold
so as to enable the Company to recover goods.

14. Rectification of these Terms

If any of these terms, or any part of any of these terms, is unenforceable or void law, it shall not affect the remainder
of such term or any other such term or otherwise affect the contract and shall be replaced by such valid terms as is as
near as may be in effect to the original term.

15. Indemnity and Insurance by Purchaser

The Purchaser shall insure fully against and shall fully, promptly and effectively indemnify the Company against all
expenses and liabilities whatsoever directly or indirectly relating to:
15.1 Any defect in the goods or in any product (“Product”) in the production or supply of which the goods are or have
been used, or incorporated by the Purchaser or by any third party purchaser deriving title in the goods directly or
indirectly from the Purchaser (including but without limitation any liability arising under or pursuant to the Consumer
Protection Act 1987, EEC Council Directive 85/374/EEC concerning liability for defective products, any other
national legislation implementing such Directive or any other equivalent foreign legislation) unless such liability
is caused solely by the Company’s negligent act or omission in the manufacture or delivery of the goods; or
15.2 Any use by the Company, the Purchaser or any third party of a trademark in connection with the goods or any
Product, including but without limitation any liability arising under or pursuant to the Consumer Protection Act 1987,
the Directive referred to in Clause 15.1, any other national legislation implementing such Directive or any other
equivalent foreign legislation, or
15.3 Any infringement of any intellectual property rights of any third party caused by the production, supply, use or
sale of the goods or any Product or by the use of any trademark; or
15.4 Any negligent or wilful act or omission of the Purchaser in connection with or in relation to the use or supply
of the goods or any Product.

Termination by Company
If the Purchaser commits any breach of or fails to comply with any terms of the contract or become insolvent the
Company shall have the right to (without prejudice to its other rights or remedies) forewith to terminate the
contract or any other part of it, to withhold delivery of goods and demand payment of all sums due by the Purchaser
to the Company.

Jurisdiction
All contracts between the Company and the Purchasers shall be governed by the laws of England and any disputes
arising therefrom shall be subject to the jurisdiction of the English courts.

Any failure by the Company to enforce the terms contained herein or any indulgence granted to the Purchaser
shall not amount to and not be deemed waiver of such term or terms.