GENERAL CONDITIONS OF SALE
1.1. In these General Terms and Conditions, the following words and expressions shall have the following meaning:
- “the Seller” means VISCOSITY OIL COMPANY.
- “the Customer” means any person to whom the Seller has agreed to supply Products;
- “Products” means products sold by the Seller;
- “Contract” means an order from the Customer to purchase Products accepted in writing by the Seller pursuant to the terms hereof together with these General Conditions;
- “Due Date” means the date of payment arrived at after considering the credit period appearing on the sales invoice from the date of the invoice
1.2. Products are sold to the Customer subject to these General Conditions. In the event that there is an existing agreement entered into by the Customer and Seller for the supply of the Products, the terms and conditions in such agreement shall prevail. Any conditions contained in any purchase order or other document of the Customer, except those specifically agreed to in writing by the Seller, shall be void and of no effect. No variation of these General Conditions shall be binding unless agreed in writing by duly authorised officers of the Seller and the Customer.
1.3. If any provision of these General Conditions is held by any court or competent authority to be void or unenforceable in whole or in part, the validity of the other provisions of these General Conditions and the remainder of the provision in question shall not be affected.
1.4. Any order from the Customer to the Seller to purchase Products from the Seller that is not accepted in writing by the Seller within 7 (seven) working days shall be deemed as rejected.
1.5. The Customer confirms that it complies with all laws to which it is subject.
2.1. Dates of periods for delivery are approximate and are given for information only and shall, under no circumstances, be essential terms. Unless otherwise specified, the Seller shall have the right to make partial deliveries. Each partial delivery or instalment of Products shall be deemed to be sold under a separate contract containing all of the terms and conditions set forth herein and payment shall be due therefor as delivered in accordance with the terms of payment herein.
2.2. The Buyer may reschedule the delivery date for any Product at least five (5) Business Days prior to the previously agreed delivery date by providing a written notice by email to the Seller.
3.4. The Buyer shall inspect and check the delivered Products upon or immediately after the delivery. Any complaints as to the delivery, including but not limited to discrepancy in terms of quality and/or quantity of the Product, shall be notified by the Buyer to the Seller by or not less than seven (7) calendar days after the delivery.
4.1. Prices for the Products shall be those in effect at the date of the issuance of the order. The commercial conditions contained in this quotation are valid for 48 (forty-eight) hours, counted from the date of issuance order. After that period, the commercial conditions may change without prior notice, requiring further confirmation for order validation.
4.2. Prices for all orders will be subject to GST or VAT (as applicable), which shall be charged at the applicable rate as at the date of invoice.
4.5. The price of each Product shall be quoted in United States Dollar (USD), or the legal tender in United States that will replace it in the future.
5.1. Unless otherwise agreed in writing, payment for all Products sold shall be required on Due Date.
5.2. Time shall be of the essence in respect of all payments due by the Customer.
5.3. If any amount payable is not received by the Due Date then, without prejudice to any other rights or remedies the Seller might have:
- the Seller may cancel the Contract or suspend any further delivery to the Customer under any order; and
charge the Customer interest on the price at the rate set forth by applicable legislation regarding late payment in commercial transactions p.a. from the date the payment becomes due until actual payment is made by the Customer.
5.4. The Seller shall be relieved from any obligation to supply for as long as the Buyer has any arrears with payments. Should there be any doubt arising on the solvency of the Buyer, the Seller reserves the right to stop the delivery of the Products until satisfactory securities or payments are received.
6.1. Legal and beneficial title shall pass to the Customer on dispatch of the Products to the Customer from the Seller’s premises.
6.2. Risk of damage to or loss of the Products shall pass to the Customer:
where the Products are to be made available ex-premises of the Seller, upon delivery of the Products to the carrier for dispatch to the Customer; or
- where the Products are to be made available for collection by the Customer upon notice to the Customer by the Seller that the Products are so available; or
where the Products are to be placed at the disposal of the Customer at a named place of destination, when the Products have been so placed.
6.3. At any time after the price becomes payable, until the price is paid in full, the Seller may at any time require the Customer to, and the Customer shall, deliver up the Products to the Seller or as the Seller may direct.
6.4. The Customer may not in any way pledge or charge by way of security for any indebtedness any Products for which the price has not yet been paid and if the Customer does or purports to do so all monies owing by the Customer to the Seller shall (without prejudice to any other rights or remedies of the Seller) become due and payable immediately.
7.1. Except as provided in this Clause 7, the Seller shall not be liable for any loss or damage arising from non-delivery or delay, for whatever reason and whether in respect of the whole or part of the Products and the Customer shall not be entitled to repudiate any order or Contract for any such delayed delivery or non-delivery.
7.2. The Products must be examined on receipt by or on behalf of the Customer. Without prejudice to Clause 7.6 below, if the Customer has examined the Products, there shall be no implied warranty with regard to defects of which Customer could reasonably have been expected to become aware upon such examination.
7.3. Any loss or damage to the Products must be notified in writing to the Seller within eight (8) days of receipt by Customer and any Products which are damaged (including cartons) should be retained for inspection by the Seller. If no notification of damage is received by the Seller within the stipulated period, it shall be deemed that the Products provided are in accordance with the specification, if any, mentioned in the purchase order and the Customer will be deemed to have accepted the Products.
7.4. Non-arrival of Products must be notified in writing to the Seller within seven (7) days after the estimated date of arrival at the place of destination. Failure by the Customer to notify Seller of non arrival shall excuse Seller from any liability.
7.5. Subject to the conditions in Clauses 7.2, 7.3, and 7.4 above being fulfilled by the Customer, the Seller shall replace any Products damaged or lost which are at the risk of the Seller or redeliver any Products not delivered or, at the Seller’s option, credit the Customer for the price of Products so damaged or lost or not delivered.
7.6. If any of the Products are defective in manufacture or contained in defective containers, the Customer will not be entitled to treat the order or Contract as repudiated.
7.7. The Seller’s liability howsoever arising in respect of, or consequent upon, any such defects shall be limited to the replacement of such defective Products or crediting the Customer with the price thereof as the Seller shall decide. The Products are otherwise sold without any guarantees or representations and all warranties or conditions to the contrary, statutory or otherwise and expressed or implied are expressly excluded.
7.8. If the Customer neglects or refuses to take delivery of Products when the Seller is ready and willing to deliver the Products the Customer shall be liable to the Seller for any loss occasion by his neglect or refusal to take delivery and will also be liable to pay a reasonable charge to the Seller for the care and custody of the Products.
7.9. Except as provided above, the Seller shall not be liable for any loss or damage of whatever nature and however caused.
8.1. The Products shall not be resold by the Customer except in or from the containers supplied by the Seller and exactly as supplied by the Seller or as otherwise authorised in writing by the Seller.
8.2. The Customer shall incorporate the conditions set out in Clauses 8.1 in all resales of the Products except in the case of retail sales to persons not buying for re-sale. Customer will also procure that any person purchasing the Products from the Customer incorporates similar conditions (including this procurement obligation) in all such re-sales and if requested by the Seller will assign the benefit of those conditions to the Seller.
9.1. If the Customer, whether voluntarily or involuntarily, makes any arrangement with its creditors or becomes subject to an administration or government order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or receivership (otherwise than for the purposes of amalgamation or reconstruction) or the equivalent occurs under any jurisdiction; or
9.2. an encumbrancer takes possession of, or a receiver, trustee or liquidator is appointed over, any of the property or assets of the Customer; or
9.3. the Customer is unable to pay its debts generally as they become due or suspends any payments there under or ceases, or threatens to cease, to carry on business; or
9.4. the Seller reasonably considers that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;
then, without prejudice to any other rights or remedies available to the Seller, the Seller shall be entitled to cancel any Contract or suspend any further deliveries under such the Contract without any liability to the Customer.
9.5. In any of the circumstances set forth in this clause 9, if any Products have been delivered but not paid for, all sums due by the Customer shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1. This Contract shall be governed and construed exclusively in accordance with the laws of the State of Illinois. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.
11.2. All disputes arising out of, relating or connected to the same shall be submitted to the exclusive jurisdiction of the courts where the Seller is domiciled.
11.1. Each Party acknowledges that the technology, products (including the Products), services and commodities provided under this Contract may be subject to Laws or regulations restricting their export, -re-export, transfer or release to certain entities or destinations (“Export Control Laws”).
11.2. Each Party shall, in relation to this Contract, comply with all such Export Control Laws and all economic, trade and financial sanctions Laws, regulations, embargoes or restrictive measures (the “Sanctions”) administered by the European Union, the United States of America and any other relevant countries to the extent that such Export Control Laws and Sanctions are applicable to such Party.
11.3. Each party shall, in relation to any Contract:
- declares that it is not and shall procure that its directors and officers are not a target or subject to any Sanctions and shall not do anything which may cause the other party to breach any Export Control Laws or Sanctions or become a target or subject of Sanctions;
- not export, re-export, transfer or release the Products to any entities or destinations subject to Sanctions, in violation of any applicable Sanctions;
- provide such assistance, documentation and information to the other party as that party may reasonably require in order to comply with this Clause 11;
- not carry out activities in countries that from time to time appear on sanction list published by either the European Union, United Nations, the United States of America or any other relevant countries as applicable to either party; and
- keep the other party appraised at all times (as soon as reasonably practicable in the given circumstances) of any actual or potential breaches of its obligations in relation to Export Control Laws and Sanctions or if it becoming aware that any relevant authority has initiated or will initiate any investigation or proceedings against that party relating to an actual or potential breach of any Export Control Laws or Sanctions.
12.1. The Seller shall be under no liability whatsoever for failure to fulfill any order in whole or in part if such failure is due to any cause or event of whatever nature which is beyond the Seller’s reasonable control or which makes such fulfillment impossible or illegal.
13.1. Sale of Products to the Customer under these General Conditions or under any Contract of which these form part shall not impart to Customer any rights whatsoever in any trademark, trade dress, or other form of intellectual and industrial property associated with the Products.
14.1. The Buyer shall comply and procure that its directors, employees and personnel comply with all applicable laws at all times.
15.1. Each party shall comply with applicable data protection laws and regulations and shall implement any appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect the personal data received from the other party from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, unlawful processing and/or processing inconsistent with the original purpose of the collection.
15.2. Each party represent and warrants that the personal data received from the other party be processed exclusively in connection with the execution of the Contract and/or the fulfilment of any mandatory provision of law.