GENERAL CONDITIONS OF SALE Nirva Energy Ltd
(“the Conditions”)
1. Orders
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 accepted it.
1.2 Unless otherwise agreed in writing by the seller, all products shall be supplied in accordance with these 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 the terms of any order.
2. Price
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 tax, duties, or other imposts, or the wholesale schedule price 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 price shall include all duties, levies, or other imposts (excluding VAT).
2.3 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between the seller and buyer are strictly subject to compliance with any credit terms and may be granted, varied, or rescinded at any time at the seller’s sole discretion.
3. Payment
3.1 Credit shall only be available to the buyer subject to the completion of the seller’s credit application form. The offer of credit to any buyer and the continuation of such credit terms shall be at the seller’s sole discretion.
3.2 Where credit is granted, payment for each delivery shall be made strictly within the agreed credit period calculated from the date of delivery, and not from the date of invoice or receipt thereof. Time for payment shall be of the essence.
3.3 Late payments shall incur interest charged at 3% per 30 days minimum, calculated daily from the due date until settlement, whether before or after judgment. The Seller reserves the right to suspend deliveries, withdraw credit, demand advance payment, and/or terminate the contract.
3.4 All payments shall be made in full and without deduction, set-off, withholding, or counterclaim.
4. Deliveries
4.1 The seller will make every effort to effect delivery in accordance with the buyer’s requirements and will, in any event, try to deliver within three (3) working days of the order.
4.2 All deliveries shall be made within the seller’s normal business hours.
4.3 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 which comply with all statutory, local, or other requirements applicable to the storage and handling of the products;
(c) Connection points not requiring more than thirty (30) feet of hose;
(d) Supervision for the off-loading operation in accordance with safe practice and in compliance with applicable statutory or other requirements.
In respect of each condition, the buyer shall indemnify the seller and, for that purpose, shall maintain appropriate insurance against all third-party claims, costs, and expenses attributable thereto, including any extra costs or expenses incurred by the seller arising from any failure by the buyer to make such provisions.
The buyer shall also bear responsibility for any accidents, loss, or damage caused to the products or to any property (whether of the buyer, the seller, or any third party) resulting directly or indirectly from the transportation of the products where delivery has been requested by the buyer to premises situated away from a public road.
4.4 In the event the seller is unable to effect delivery to the buyer by reason of the failure of the buyer to satisfy the Conditions in clauses 4.3, 4.6, and 5.2, or for any other reason (including the buyer’s refusal to accept delivery of the products or part thereof), the buyer shall pay to the seller a delivery charge equal to fifteen percent (15%) of the order value.
4.5 The buyer shall provide every facility to ensure that the products are promptly discharged or offloaded.
4.6 The measurements of the seller or its agents shall be conclusive as to the quantities delivered. In particular:
(a) At unmanned premises – the driver’s confirmation as shown on the reading stated on the invoice/delivery note;
(b) At manned premises – signature of the buyer or his agent on the invoice/delivery note, or in the absence of such signature, as in accordance with unmanned premises.
4.7 The buyer shall ensure that it does not permit smoking, the use of naked lights, or electric or gas fires or radiators near 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. The buyer shall fully indemnify the seller against any damage, claims, or costs arising from its failure to comply with this condition and shall retain appropriate insurance cover for that purpose.
5. Measurement
5.1 The seller shall not be responsible for dipping, checking, or testing the buyer’s tank.
5.2 The buyer shall be solely responsible for ensuring that the fuel is delivered into the correct feed on the buyer’s tank, which shall have sufficient capacity to receive the ordered quantity.
5.3 The seller shall accept no responsibility for any damage whatsoever caused or resulting from the failure of the buyer to comply with clauses 5.1 and 5.2 above.
6. Loss or Damage in Transit
6.1 Where the price includes delivery, the seller may, at its option, replace free of charge or credit any products lost or damaged in transit, provided that the buyer notifies both the carriers and the seller in writing of such loss or damage within twenty-four (24) hours of delivery.
7. Risk and Ownership
7.1 Title in the product shall remain the sole and absolute property of the seller until the buyer has made payment in full. The buyer shall hold the product as bailee for the seller, whether the product has been mixed or otherwise. However, the risk of loss or damage to the product shall pass to the buyer upon 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.
7.2 Nothing in clause 7.1 shall prevent the buyer (being a distributor of the products) from reselling the products to any third party in the normal course of business, on the condition that the proceeds of any such resale are held by the buyer in trust for the seller. The buyer shall, whenever required by the seller, assign to the seller all its rights against third parties in connection with the products.
7.3 If any products supplied by the seller are seized, detained, confiscated, impounded, restrained, or otherwise taken into custody by HM Revenue & Customs, Border Force, Trading Standards, the Police, or any governmental or regulatory authority, the buyer shall remain fully liable to pay all outstanding invoices in full and on time. No deduction, set-off, withholding, counterclaim, or delay in payment shall apply. The seller shall bear no liability whatsoever for any losses, costs, damages, penalties, or consequential losses arising from such seizure.
8. Advertising and Resale
8.1 The buyer shall not:
(a) Cause or permit the advertisement or sale of any of the seller’s products under the seller’s name, trademarks, or descriptions without the seller’s prior written consent, or advertise or sell under the seller’s name, trademarks, or descriptions any petroleum products which have not been supplied by the seller. In default, the buyer shall indemnify the seller in respect of all costs, claims, damages, or other loss however suffered, made, or imposed;
(b) Re-sell, transfer, or otherwise dispose (save by its own consumption) of any products which the seller has delivered to a buyer that it treats as a consumer.
9. Force Majeure
9.1 Force majeure means any event beyond the reasonable control of the affected party, whether or not foreseeable, including but not limited to acts of God, fire, explosion, accidental damage, flood or other natural disaster, adverse weather conditions, acts of terrorism, war, rebellion, riot, sabotage, acts of courts, Government or administrative bodies (including the imposition of sanctions, embargoes, export or import restrictions, failure to grant a necessary licence or consent, quota or other restriction or prohibition whether imposed by a supplier or any authority), labour disputes (including strikes, industrial action, or lockouts), collapse of building structures, or failure of plant, machinery, computers, or vehicles.
9.2 If any such circumstances prevent or hinder the seller from supplying the full quantity of products to the buyer and from maintaining its other business in full, the seller may withhold, suspend, or reduce deliveries under any contract to such extent as the seller, in its absolute discretion, considers appropriate. However, the buyer shall be free to purchase from other suppliers any deficiency in delivery which remains outstanding one (1) month after deliveries were first affected by the operation of this Condition.
10. Limitation
10.1 Any dispute or difference relating to the quantity or quality of the products not otherwise provided for under these Conditions shall be notified to the seller in writing by recorded delivery within forty-eight (48) hours of delivery. Any dispute relating to price must be notified no later than three (3) days from receipt of the invoice or statement. In default of such notice, the buyer shall be deemed to have waived all remedies in respect thereof and shall thereafter be estopped from challenging the same.
10.2 In the event of any dispute, the buyer shall have no right of set-off against any sums outstanding to the seller.
11. Liability
11.1 Liability for indirect or consequential loss or damage (howsoever arising), including loss arising from fitness for any particular purpose other than as a petroleum product, is expressly excluded. However, the seller shall remain liable for direct losses incurred by the buyer as a result of proven discrepancies or any breach of these Conditions.
11.2 The buyer shall indemnify the seller against all claims (in any form) for personal injury, loss, or damage to property brought against the seller by third parties arising from the delivery, storage, or use of the products, unless such injury, loss, or damage is solely attributable to the negligence of the seller or the seller’s employees or agents.
11.3 Without prejudice to the foregoing, the buyer is warned that the products are unsuitable for any use other than as petroleum products, and no liability of any kind whatsoever is accepted by the seller for any consequences arising from the use of the products for any other purpose.
11.4 In the event that the buyer is a consumer as defined under the Sale of Goods Act 1979 or any statutory modification thereof, any provision of these Conditions which is of no effect by reason of such statute, regulation, or otherwise shall not apply. For the avoidance of doubt, the statutory rights of a consumer are not in any way affected by these Conditions.
12. Insolvency or Default of the Buyer
12.1 If the buyer:
Makes default in or commits any breach of any of its obligations under these Conditions; or
Has any distress or execution levied upon his property or assets; or
Makes or offers to make any arrangement or composition with creditors; or
Has any petition or receiving order in bankruptcy presented or made against him; or
Has any resolution passed or petition presented to wind up the buyer (otherwise than for the purposes of a solvent reconstruction or amalgamation); or
Has a petition presented for an administration order, or such order is made; or
Has an administrator(s) or receiver(s) appointed in respect of the buyer, its undertaking, property, or assets (or any part thereof),
Then the seller shall, without prejudice to any other claim or right it may have, have the right forthwith to determine the contract by summary notice.
All amounts payable by the buyer to the seller under any contract whatsoever shall become immediately due and payable, notwithstanding any agreed credit terms.
The seller further reserves the right to uplift the products, whether they have been added to other products or sold separately. 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.
13. Assignment
13.1 The buyer may not assign its rights under these Conditions, in whole or in part, without the seller’s prior written consent.
14. Notices
14.1 Any notice given under these Conditions by post, cable, telex, or fax to the recipient at its registered or principal office shall be deemed to have been properly served at the time when, in the ordinary course of transmission, it would reach its destination.
15. General
15.1 Any fuel supplied by the seller shall be used by the buyer in strict accordance with customs and excise regulations in force from time to time. The buyer shall indemnify the seller in respect of any improper use thereof.
15.2 The seller reserves the right to report the buyer to such credit agencies as it deems appropriate in the event of the buyer’s failure to comply with its credit terms.
15.3 The buyer shall be registered to the extent required in accordance with the Data Protection Act.
15.4 For quality and security purposes, all telephone calls are recorded.
16. Governing Law
16.1 These Conditions shall be construed in accordance with the laws of England and Wales.
17. Compliance and Reports
17.1 The seller agrees to remain fully compliant with all applicable laws, regulations, and industry standards governing fuels and related obligations.