Conditions of Sale

These Conditions of Sale apply to the contract for supply of the Products to the exclusion of all other terms and conditions including any which the Customer may purport to impose. They may not be varied except in writing signed by a director of UKAY. No contract comes into force until the Customer's order is accepted (either in writing or by telephone) by UKAY.

1. Definitions
(a) 'UKAY' means UKAY Fuels Limited.
(b) Customer' means UKAY's customer for Products.
(c) 'Product(s)' means the fuel oil. Heating oil, gas oil/red diesel (i.e. not so be used as road DERV), road diesel fuel (DERV), petroleum spirit, lubricants or other products to be supplied by UKAY under the contract.

2. Price and Payment
(a) The price of the Products is the price as quoted by UKAY (provided the Customer's order is placed within any period specified in the quotation) but if no price has been quoted (or the order is placed after the period specified in the quotation) the price of the Products is UKAY's price prevailing at the date of delivery irrespective of date of order. Certain Products are delivered in returnable packages for which a deposit is charged in addition.
(b)Where a price has been quoted to a delivery or deliveries more than 7 days later the price is subject to increase in proportion to any increased imposed on UKAY by its supplier between the date of the quotation and the date of delivery.
(c) The Customer shall be liable for any additional costs incurred by UKAY as a result of cancellations or as a result of variations requested by the Customer in quantities, specifications or delivery dates or locations.
(d) Any discounts, rebates or allowances which may have been agreed are conditional on payment being made in full when due.
(e) Payment must be made in full by cash or bankers draft on delivery. In the case of credit account customers (unless otherwise agreed with UKAY) payment will be debited under their Direct Debit authority on the 20th day of the month following the month in which delivery is made and if the 20th day of the month is not a day on which banks are able to process Direct Debits, on the next day when they can process them.
(f) If during or after completion of a delivery it becomes apparent that payment will not be made immediately UKAY may reship and remove all or any part of the delivered Products including pumping bulk Products out of the Customer's tank into which they have been delivered.
(g) If any payment is overdue UKAY. in addition to all its other right and remedies, may charge interest at the rate of 5% per annum above National Westminster Bank Plc base rate from time to time both before and after any court judgement.

3. Time and Place of Delivery
(a)Time for delivery is not of the essence of the contact and UKAY shall be under no liability to the Customer if delivery is delayed. The contact is subject to availability of the Products.
(b)UKAY may deliver the Products by instalments in any sequence and if it does so, may invoice for the Products so delivered, for payment in accordance with Condition 2. The Customer shall accept delivery at any time when its premises are open for business.
(c) If Products are to be delivered in accordance with periodic delivery schedules or on notification of the Customers requirements, the Customer shall not be entitled to cancel or vary such delivery schedule or notified delivery requirements without the prior written consent of UKAY which may, as a condition of giving such consent, require payment for any additional costs or expenses or any losses or penalties which it may occur or suffer as a result of such cancellation or variation.
(d)The Customer shall be responsible for ensuring safe access for the delivery vehicle and safe conditions for delivery and that a competent person is in attendance on behalf of the Customer: and for ensuring compliance with all statutes, orders, regulations and safe practices in relation to delivery and storage of the Products including (if applicable) the conditions of the Customers Petroleum Storage Licence. Where delivery occurs at UKAY's premises the Customer shall in addition comply with all rules, regulation's and requirements of UKAY including the conditions of UKAY's Petroleum Storage Licence. Further the Customer shall not allow any smoking or naked lights, heating appliances or other items or equipment which may give rise to a fire or explosion hazard during delivery.
(e) Where Product is delivered in bulk through hose the quantity shown by the tank wagon dip rod or other measuring device used by UKAY shall be conclusive as to he quantity delivered.
(f)The Customer is responsible for ensuring that the Product is delivered into the correct feed on the tank and that there is sufficient spare tank capacity for the quantity ordered. The Customer shall be liable for any extra cost incurred by UKAY if the Customer is unable to accept the full amount ordered. In she event of any spillage resulting from lack of tank capacity the Customer shall be liable to pay for the amount of Product spilled.
(g) If neither the Customer nor any competent person duly authorised to deal with the delivery is in attendance at the time of delivery and delivery is made into the wrong storage tank, or if the Customer or its staff or agent directs delivery into the wrong storage tank UKAY may at its option leave the Product where it has been delivered (and the Customer shall be liable for the price of it) or uplift the Product in which case the Customer shall be liable for any extra Cost incurred by UKAY and the cost of the Product if it has been contaminated in the Customer's tank.
(h) The Customer's shall fully indemnify UKAY against all claims, demands, proceedings, damages, losses. liabilities, costs, charges and expenses of any kind which may be suffered by UKAY or claimed against it (including costs and expenses of investigating and defending any such claims) arising from or in connection with any breach by the Customer of its obligations in paragraph (d) above.
(i) The Customer may not direct delivery to be made at any premises other than its own premises without the prior written consent of UKAY, and shall in any event be liable for any extra costs incurred by UKAY in delivering to any address other than the address original stated.

4. Returnable Packages
(a) Oil containers and grease cartridges on which no deposit is changed by UKAY are non-returnable. All other containers/packaging are returnable and are the property of UKAY.
(b) The deposit will be refunded by UKAY on return of the empty packages to UKAY at the Customer's cost in good condition. UKAY's certificate as to the condition of any such items on return shall be final and conclusive.
(c) If any gas cylinder is damaged or lost after delivery to the Customer, the Customer shall be liable for the cost of repair (if it is repairable) otherwise for the full cost of replacement. If at any time the Customer is not holding the number of gas cylinders delivered to it (less cylinders which have been returned) the shortfall shall be treated as having been lost by the Customer. If any such cylinder is later found and returned to UKAY. UKAY will allow an appropriate credit to the Customer.

5.Title and Risk
(a) Risk shall pass on delivery of the Products to the Customer or his agent notwithstanding that title shall not pass until full payment as specified in paragraph (b) below. In respect of Products delivered in bulk through hose, risk shall pass at the point of the connection between UKAY's delivery hose and the Customer's tank filler.
(b) Title to alI Products supplied by UKAY shall remain with UKAY until it has received full payment for all Products supplied by it to the Customer at any time.
(c)The Customer shall store the Products safely, in a suitable manner and, as far as practicable separately from products supplied by any other party and in such a way that they can readiliy identified as being UKAY's property. If Products which are UKAY's property are mixed with products which are the property of any other party it shall be presumed that UKAY's Products are the first quantity of the mixed products drawn by UKAY or its agent from any tank or container in which the products are kept.
(d) Subject to paragraph (e) below the Customer shall be to resell the products in the ordinary course of business as principal and not as agent for UKAY.
(e) UKAY may at any time revoke the Customer's power of sale by notice to the Customer if the Customer is indefault for longer than 7 days in payment of any sum due to UKAY or if any cheque drawn in favour of UKAY is dishonoured or if UKAY has bona fide doubts as to he solvency of me Customer. The Customer's power of sale shall automatically cease if any of me events specified in Condition 9 occur, are threatened or in the opinion of UKAY are reasonably likely to occur.
(f) If the Customers power of sale is revoked or ceases, the Customer shall thereupon permit UKAY to enter without notice upon any premises where the Products are located and remove the same.

6.Acceptance
(a)Any shortage in delivery or incorrect delivery or any claim that the Products delivered are defective must be notified to UKAY immediately on discovery. The Customer shall be deemed to have accepted the Products as being in conformity with the contract unless written notice of rejection is received by UKAY within 3 days of delivery. Any Products accepted or deemed to have been accepted by the Customer cannot subsequently be returned and any claim which the Customer might otherwise have in respect of them shall be deemed to have been waived.
(b) If after notice of rejection has been given the Customer deals with the Products as owner thereof or if any conduct of the Customer is inconsistent with rejection the Customer shall be deemed to have accepted the Products.
(c) UKAY will replace or (at its option) refund or credit the price of any Products which are defective or contaminated where notice of rejection has been given within the time limit in paragraph (a) above. The Customer shall allow UKAY and its agents to have access to the premises where the Products were delivered and any other premises where the Products are stored for the purpose of investigating any such claim.

7. Liability
(a)UKAY's liability for death or personal injury caused by negligence of UKAY or its subcontractors or agents is not limited.
(b) Subject to paragraph 6 (c) and paragraph 7 (a) above UKAY shall not be liable for any loss or damage caused by or arising out of or in connection with the condition or quality of the Products or the use or handling of the Products after delivery including without limitation damage to or contamination of plant or equipment, contamination of other products owned by me Customer, damage to vehicles, crops or goods of any kind, loss of profits, goodwill or business, increased costs of working, increased costs of heating or any other loss or damage however arising whether direct or indirect or consequential and whether or not foreseen or foreseeable by UKAY.
(c) To the extent such claims are excluded by paragraph (b) above the Customer will indemnify UKAY against any claims, demands, losses, liabilities, proceedings, damages, costs, charges and expenses which may be claimed against UKAY by any investigating and defending such claims.

8. Force Majeure
UKAY shall not be liable for failures or delays in delivery caused by circumstances beyond its control including without limitation any form of industrial action, inclement, weather or default, delay or late missed deliveries by suppliers.

9.Termination
(a) If any of the events specified in paragraph (b) below occur, are threatened or in the opinion of UKAY are reasonably likely to occur UKAY shall be entitled, without prejudice to any other of its rights, to cancel any delivery and/or suspend further deliveries and/or make partial deliveries under any contract with the Customer or to terminate me contract.
(b) The events referred to in paragraph (a) above are: default by the Customer in respect of any payment due to UKAY or any breach of the contract or any other contract with UKAY; if a receiver, administrative receiver or receiver and manager is appointed in respect of part or all of the Customer's undertaking, property or assets; if a petition is presented or an order made or a resolution passed for the winding up of the Customer or the appointment of an administrator, if any distress or execution is levied upon any of the goods or property of the Customer or upon any Products supplied by UKAY and situate at the Customer's premises or any premises at which the Customer stores such Products; if the Customer (if an individual or a partner in a partnership) offers or enters into any arrangement or composition with or for the benefit of his creditors; or upon the presentation by the Customer or by any person against the Customer of any application for an interim order or petition for a bankruptcy order within the meaning of the Insolvency Act 1986.
(c) In the event of any cancellation, suspension or termination under this Condition 9 the Customer shall remain liable to pay for all Products actually delivered and for UKAY's costs and losses resulting from the cancellation.

10. General
(a) Invalidity, illegality or unenforceability of any part of these Conditions shall not affect the validity, legality or enforceability of the remainder.
(b) UKAY's rights and remedies under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by UKAY nor by any failure of delay by UKAY in asserting or exercising any such rights or remedies.
(c) The contract (including these Conditions) shall be governed by and construed in accordance with English law.
(d) The headings in these Conditions are for convenience only and shall not affect their construction.

11. Disclosure
By entering into the contract on these Conditions, unless the Customer has indicated otherwise when placing the order or otherwise asks UKAY in writing not to do so, the Customer consents to UKAY using information concerning the Customer for other purposes including disclosure to credit reference agencies and any other third parties for the purposes of credit reference information.

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