Terms and Conditions

Terms & Conditions

1. Definitions

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Associate: means any associated company as defined by section 416 of the Income and Corporation Taxes Act 1988 or any subsidiary or holding company as defined by section 736 of the Companies Act 1985.

Buyer: The person, firm or company who purchases the Goods from the Company.

Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

Delivery Point: the place where delivery of the Goods is to take place under condition.

Director: means a director of the Company.

Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. Conditions applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods or the supply of services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order confirmation of order or similar document

2.2 All orders for Goods or requests for Services shall be deemed to be an offer by the buyer to purchase Goods or Services according to these conditions

2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller

3. The price and payment

3.1 The price shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s trade price list current at the date of acceptance of the order. In all cases, this price is exclusive of VAT (unless otherwise stated) which shall be due at the correct tax rate at the invoice date.

3.2 Full payment of the price and VAT shall be made under the credit terms agreed and set out in the buyer’s account.

3.3 Interest on overdue sums shall accrue from the date of delivery or attempted delivery of the Goods or the date of performance or attempted performance of the Services from day to day until the date of payment at a rate of two per cent per annum above the base rate of Bank of Scotland.

3.4 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods or Services to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller.

3.5 The Seller reserves the right to charge to the Buyer in addition to the price of the Goods the cost of barrels and returnable containers but full credit will be given to the Buyer provided they are returned undamaged to the Seller within a reasonable period and providing the container is of such type that it is in current use by the Seller

3.6 If the Buyer fails to make any payment to the Seller on the due date then without prejudice to any other rights or remedy available to the Seller the Seller shall be entitled to

3.6.1 cancel the contract or suspend any further deliveries to the Buyer

3.6.2 appropriate any payment made by the Buyer to the Seller to such of the Goods

3.6.3 take whatever proceedings the Seller or its advisers consider appropriate to recover all amounts payable by the Buyer to the Seller notwithstanding that some amounts may not be due under the provisions of clause 3.2 of these Conditions

3.7. The Seller may set off against the price of Goods or Services (including any applicable VAT payable) amounts due from the Seller to the Buyer whether under the applicable contract of sale or supply otherwise

4. The Goods

4.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation or where no quotation has been given any order of the Buyer which is accepted by the Seller

4.2 If a product ordered by the Buyer is not available then the Seller shall be entitled to supply a product which is in the reasonable opinion of the Seller comparable to the product ordered by the Buyer

5. Warranties and liabilities

5.1 The Seller warrants that the Goods or Services will at the time of delivery or performance (as the case may be) correspond to the specification given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties conditions or terms relating to fitness for purpose merchantability or condition of the Goods or skill in the performance of the Services and whether implied by statute or common law or otherwise are excluded

5.2 The Seller may from time to time make changes in the specification of the Goods or Services which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods or the effect of the Services

5.3 The formula of any of the custom goods (including the copyright design right or other intellectual property) shall be the property of the Seller unless the original formula or formulae was supplied by the Buyer.

5.4 The warranty in clause

5.1 is given by the Seller subject to the following conditions

5.4.1 The Seller shall be under no liability in respect of any defect in the Goods or Services arising from any specification supplied by the Buyer

5.4.2 the Seller shall be under no liability in respect of any defect in the Goods after the expiry of a proper period from delivery of the Goods having regard to the nature and composition of the Goods

5.4.3 the Seller shall be under no liability in respect of any defect arising from failure to follow the Seller’s instructions (whether oral or in writing) misuse alteration or incorrect storage of the Goods without the Seller’s approval

5.4.4 the Seller shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods or Services has not been paid by the due date for payment

5.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or the quality of the Services or their failure to correspond with specification shall (whether or not delivery is refused or performance halted by the Buyer) be notified to the Seller as soon as reasonably practicable after the date of delivery, refusal of delivery, or performance or (where the defect or failure was not apparent on reasonable inspection) as soon as reasonably practicable after discovery of the defect or failure and confirmed in writing within 24 hours. If delivery is not refused or performance halted and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods or the Services and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered or the Services supplied under the contract. If notification of a defect is verbal then this shall be confirmed in writing by the Buyer as soon as reasonably practicable

5.6 Where any valid claim in respect of any of the Goods or Services which is based on any defect in the quality or condition of the Goods or quality of the Services or their failure to meet specification is notified to the Seller under these Conditions the Seller shall be entitled to replace the Goods (or the part in question) or perform the Services for a second time free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods or Services (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer

5.7 Save where the Seller has effected insurance cover and is entitled to receive the proceeds of such insurance and except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer because of any representation or any implied warranty condition or other term or any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer or the supply of the Services to the Buyer except as expressly provided in these conditions

5.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract because of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods or Services if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control

5.8.1 act of God explosion flood tempest fire or accident

5.8.2 war or threat of war sabotage insurrection civil disturbance or requisition

5.8.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority

5.8.4 import or export regulations or embargoes

5.8.5 strikes lock-outs or other industrial action or trade disputes (whether involving employees of the Seller or of a third party)

5.8.6 difficulties in obtaining raw materials labour fuel parts or machinery

5.8.7 power failure or breakdown in machinery

6. Delivery of the Goods

6.1 Unless it is agreed between the parties that the Buyer shall collect the Goods delivery of the Goods shall be made to the Buyer’s address within a reasonable period of the date specified for delivery by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery

6.2 Any dates specified for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the specified delivery date upon giving reasonable notice to the Buyer

6.3 Where delivery of the Goods is to be made by the Seller in bulk the Seller reserves the right to deliver up to ten per cent more or ten per cent less than the quantity ordered and the price of the Goods shall be adjusted accordingly and the quantity so delivered shall be deemed to be the quantity ordered

6.4 Where the Goods are to be delivered in instalments or the Services supplied at intervals each delivery or supply of Services shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments or supply the Services under these Conditions or any claim by the Buyer in respect of any one or more instalments or any supply of the Services shall not entitle the Buyer to treat the contract as a whole as repudiated

6.5 If the Seller fails to deliver the goods or perform the Services for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods or services to replace those not delivered or performed over the price of the Goods or Services

6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than because of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may

6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or

6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract

7. Title and Risk

7.1 The Goods shall be at the Buyer’s risk as from delivery

7.2 Despite delivery having been made property in the Goods shall not pass from the Seller until

7.2.1 the Buyer shall have paid the price of the Goods plus VAT in full and

7.2.2 no other sums whatsoever shall be due from the Buyer to the Seller

7.3 Until property in the Goods passes to the Buyer following clause 7.2 the Buyer shall hold the Goods on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are identified as the Seller’s property

7.4 Notwithstanding that the Goods remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s behalf and the Buyer shall deal as principal when making such sales or dealing. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money

7.5 The Seller shall be entitled to recover the price of the Goods plus VAT notwithstanding that property in any of the Goods has not passed from the Seller

7.6 Until property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such a request, the rights of the Buyer under clause 7.4 shall cease

7.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness of any of the goods which are the property of the Seller. Without prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable

7.8 The Buyer shall insure and keep insured the Goods to the full price of the Goods against all risks to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable

7.9 If the Buyer is a company then it shall promptly deliver the prescribed particulars of this contract to the Registrar under the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable

8. Cancellation

8.1 The Seller may cancel this contract at any time before the Goods are delivered or the Services performed by giving written notice. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the price of the Goods or Services. The Seller shall not be liable for any loss or damage whatever arising from such cancellation

8.2 Unless the Goods have been formulated, packed or branded specifically for the Buyer (other than in the normal course of the Seller’s usual trade which without prejudice to the generality of the foregoing shall also mean goods prepared in unusually large quantity as to the Buyer’s specification) at the Buyer’s request then the Buyer may cancel this contract at any time before the Goods are delivered or Services performed by giving written notice. On giving such written notice

8.2.1 the Seller shall cease to be bound to deliver or perform and the Buyer shall cease to be bound to receive delivery or supply of any further Goods or Services

8.2.2 the Buyer shall cease to be bound to pay that part of the price which relates to Goods which have not been delivered or Services which have not been performed

8.2.3 the Buyer shall not be liable for any loss or damage arising from such cancellation

9. Proper law of contract

9.1 This contract is subject to the law of England and Wales

9.2 In the event of a dispute arising between the parties as to the true construction of the contract and/or the rights and obligations of any of them hereunder such dispute shall be referred to a single arbitrator in the United Kingdom to be agreed between the parties in writing and in default of agreement appointed by the President for the time being of the Law Society of England and Wales according to the provisions of the Arbitration Acts 1950 to 1979 or any statutory re-enactment amendment or modification thereof and the decision of such arbitrator shall be final and binding on the parties who shall pay his costs in such proportions as are agreed between them or in default of agreement in equal shares

10. Equipment

10.1 subject to the terms of any written agreements between the Seller and the Buyer which are expressed to take precedence over these conditions if the Buyer fails within a reasonable period to order Goods or request Services from the Seller then any equipment loaned free of charge to the Buyer by the Seller shall be returnable to the Seller within seven days of a written demand from the Seller to the Buyer

10.2 Any equipment loaned free of charge to the Buyer by the Seller shall be used solely for the storage use or supply of Goods supplied by the Seller

10.3 Any equipment loaned to the Buyer by the Seller shall be

10.3.1 kept in proper conditions conducive to the correct storage of products for which it has been supplied

10.3.2 fully maintained and repaired by the Buyer and

10.3.3 fully insured with a reputable insurer against all risks by the Buyer who shall on demand from the Seller produce to the Seller the insurance policy

10.4 If the Buyer fails to deliver up to the Seller any equipment referred to in this clause then the Buyer hereby authorises the Seller to enter onto any premises owned or occupied by the Buyer on which the equipment resides expressly for the Seller to retake possession of the equipment.

10.5 If the Buyer wishes to part with possession of the equipment referred to in this clause to any third party then the Buyer shall first obtain the written authorisation of the Seller which authorisation if given shall be on the basis only that the third party acknowledges the rights of the Seller under this clause 10 and agrees to observe the provisions of 10.3

10.6 It shall be the responsibility of the Buyer to procure the acknowledgement and agreement of the third party referred to in clause 10.5 and any loss suffered by the Seller from the Buyer

11. Insolvency of Buyer

11.1 In this clause references to the Buyer shall be deemed to be references to the Buyer or Associates of the Buyer. This clause applies if

11.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for amalgamation or reconstruction) or

11.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer or

11.1.3 the Buyer ceases or threatens to cease to carry on business or

11.1.4 the Seller reasonably apprehends that any of the events mentioned above are about to occur with the Buyer, the buyer is notified accordingly.

11.2 If this clause applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the Goods have been delivered or Services supplied but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

12. Export terms

12.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions the latter shall prevail

12.2 Where the Goods are supplied for export from the United Kingdom the provisions of this clause 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions

12.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon

12.4 Unless otherwise agreed in writing between the Buyer and the Seller the price agreed shall be for the Goods to be delivered at the Seller’s premises

12.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit

12.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in the United Kingdom acceptable to the Seller or if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 30 days (or such longer period agreed in writing between the Buyer and the Seller) after sighting to the order of the Seller at such branch of Bank of Scotland in England as may be specified in the bill of exchange

12.7 The Buyer undertakes not to offer the Goods for resale in or any other country notified by the Seller to the Buyer at or before the time the Buyer’s order is placed or to sell the Goods to any person if the Buyer knows or has reason to believe that the person intends to resell the Goods in any such country

13. Severance

If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and shall remain in full force and effect.

Terms & Conditions

These Terms & Conditions apply to the sale of goods and supply of services by Kernow Oils Limited (“the Seller”) to its customers (“the Buyer”).

Please read these Terms & Conditions carefully. They explain the basis on which we supply goods and services, including payment, delivery, warranties, ownership, cancellation and liability.

1. Definitions

1.1 Definitions used in these Terms & Conditions

The following definitions and rules of interpretation apply:

  • Associate: Any associated company as defined by section 416 of the Income and Corporation Taxes Act 1988, or any subsidiary or holding company as defined by section 736 of the Companies Act 1985.
  • Buyer: The person, firm or company purchasing Goods from the Seller.
  • Contract: Any contract between the Seller and Buyer for the sale and purchase of Goods or supply of Services which incorporates these Conditions.
  • Delivery Point: The place where delivery of the Goods is to take place.
  • Director: A director of the Company.
  • Goods: Any goods agreed in the Contract to be supplied to the Buyer by the Seller, including any part or parts of them.
  • Seller: Kernow Oils Limited.
  • Services: Any services agreed to be supplied by the Seller to the Buyer.

1.2 References to legislation

A reference to a particular law means that law as it is in force at the relevant time. This includes any amendment, extension, application or re-enactment and any subordinate legislation made under it.

1.3 Interpretation

Unless the context requires otherwise:

  • words in the singular include the plural and vice versa;
  • references to one gender include other genders; and
  • headings are provided for convenience and do not affect the interpretation of these Conditions.

2. Conditions Applicable

2.1 Application of these Conditions

These Conditions apply to all contracts for the sale of Goods or supply of Services by the Seller to the Buyer.

They apply to the exclusion of other terms and conditions, including any terms the Buyer may seek to apply through a purchase order, confirmation of order or similar document.

2.2 Orders

All orders for Goods or requests for Services are considered an offer by the Buyer to purchase those Goods or Services under these Conditions.

2.3 Changes to these Conditions

Any variation to these Conditions, including special terms agreed between the parties, must be agreed in writing by the Seller.

3. Price and Payment

3.1 Prices

The price will be the Seller’s quoted price.

Where no price has been quoted, or a quoted price is no longer valid, the price will be the amount shown in the Seller’s current trade price list at the date the order is accepted.

Unless otherwise stated, prices exclude VAT. VAT will be charged at the applicable rate on the invoice date.

3.2 Payment terms

Full payment of the price and VAT must be made in accordance with the credit terms agreed and set out on the Buyer’s account.

3.3 Late payment

Interest may be charged on overdue sums from the date of delivery, attempted delivery, performance or attempted performance.

Interest will accrue daily until payment at a rate of 2% per annum above the Bank of Scotland base rate.

3.4 Price changes before delivery

The Seller may, by giving notice to the Buyer before delivery, increase the price of Goods or Services to reflect increases in costs caused by factors outside the Seller’s control.

3.5 Barrels and returnable containers

The Seller may charge separately for barrels and returnable containers.

Full credit will be given where an eligible container:

  • is returned within a reasonable period;
  • is returned undamaged; and
  • is a type of container still in current use by the Seller.

3.6 Failure to make payment

If the Buyer fails to make payment by the due date, the Seller may, without affecting any other available rights or remedies:

  • cancel the Contract or suspend further deliveries;
  • allocate payments received from the Buyer against amounts due for Goods; and/or
  • take appropriate proceedings to recover amounts payable by the Buyer.

3.7 Set-off

The Seller may set off amounts it owes to the Buyer against amounts payable by the Buyer for Goods or Services, including applicable VAT.

4. The Goods

4.1 Quantity and description

The quantity and description of the Goods will be as set out in the Seller’s quotation.

Where no quotation has been provided, they will be as set out in the Buyer’s order as accepted by the Seller.

4.2 Product availability and alternatives

If a product ordered by the Buyer is unavailable, the Seller may supply a product that, in the Seller’s reasonable opinion, is comparable to the product ordered.

5. Warranties and Liabilities

5.1 Specification

The Seller warrants that, at the time of delivery or performance, the Goods or Services will correspond with the specification provided by the Seller.

Except where the Buyer is dealing as a consumer, other warranties, conditions or terms relating to fitness for purpose, merchantability, condition of the Goods or skill in performing Services are excluded to the extent permitted by law.

5.2 Changes to specifications

The Seller may make changes to the specification of Goods or Services where necessary to:

  • comply with applicable safety or statutory requirements; or
  • make changes that do not materially affect quality or fitness for purpose.

5.3 Custom goods and intellectual property

The formula of custom Goods, including associated copyright, design rights or other intellectual property, remains the property of the Seller unless the original formula was supplied by the Buyer.

5.4 Warranty exclusions

The Seller will not be liable under the warranty in clause 5.1 where a defect:

  • arises from a specification supplied by the Buyer;
  • is reported after a reasonable period, taking into account the nature and composition of the Goods;
  • results from failure to follow the Seller’s instructions;
  • results from misuse, alteration or incorrect storage without the Seller’s approval; or
  • relates to Goods or Services for which the total price has not been paid by the due date.

5.5 Reporting defects

The Buyer must notify the Seller of any claim relating to the quality or condition of Goods or Services, or failure to correspond with specification, as soon as reasonably practicable.

Where a defect was not apparent on reasonable inspection, the Seller should be notified as soon as reasonably practicable after the defect is discovered.

Notification must be confirmed in writing within 24 hours. Where initial notification is verbal, the Buyer must confirm it in writing as soon as reasonably practicable.

If the Buyer does not provide the required notification, the Buyer may lose the right to reject the Goods or Services and will remain responsible for payment.

5.6 Valid claims

Where the Seller accepts a valid claim, the Seller may choose to:

  • replace the affected Goods;
  • perform the relevant Services again free of charge; or
  • refund all or an appropriate proportion of the price.

Subject to these Conditions, the Seller will have no further liability to the Buyer in respect of the claim.

5.7 Consequential loss

Except where the Seller has relevant insurance cover and is entitled to receive the proceeds, and except for death or personal injury caused by the Seller’s negligence, the Seller will not be liable for consequential loss or damage arising from the supply, use or resale of Goods or supply of Services, except as expressly provided in these Conditions.

This includes loss of profit, subject to applicable law.

5.8 Events outside the Seller’s reasonable control

The Seller will not be liable for delays or failure to perform its obligations where this results from circumstances outside its reasonable control.

These circumstances may include:

  • acts of God, explosion, flood, severe weather, fire or accident;
  • war, threat of war, sabotage, insurrection or civil disturbance;
  • actions, restrictions or regulations imposed by governmental, parliamentary or local authorities;
  • import or export regulations or embargoes;
  • strikes, lock-outs, industrial action or trade disputes;
  • difficulties obtaining raw materials, labour, fuel, parts or machinery;
  • power failure; or
  • machinery breakdown.

6. Delivery of Goods

6.1 Delivery arrangements

Unless the parties agree that the Buyer will collect the Goods, delivery will be made to the Buyer’s agreed address within a reasonable period of the specified delivery date.

The Buyer must make the arrangements necessary to accept delivery when the Goods are tendered.

6.2 Delivery dates

Any delivery dates provided by the Seller are approximate.

The Seller will not be liable for delays in delivery, and time for delivery will not be of the essence.

The Seller may deliver Goods before the specified delivery date after giving the Buyer reasonable notice.

6.3 Bulk deliveries

For Goods delivered in bulk, the Seller may deliver up to 10% more or 10% less than the quantity ordered.

The price will be adjusted to reflect the quantity actually delivered, which will be treated as the quantity ordered.

6.4 Instalments

Where Goods are delivered in instalments, or Services are supplied at intervals, each delivery or supply will constitute a separate Contract.

Failure relating to one instalment or supply of Services will not automatically entitle the Buyer to treat the entire Contract as terminated.

6.5 Failure to deliver

Where the Seller fails to deliver Goods or perform Services for reasons other than circumstances outside its reasonable control or the Buyer’s fault, any liability will be limited to the additional cost, if any, of obtaining similar replacement goods or services in the cheapest available market.

6.6 Failure to accept delivery

If the Buyer fails to accept delivery or provide adequate delivery instructions, the Seller may:

  • store the Goods and charge the Buyer reasonable storage and insurance costs; or
  • sell the Goods at the best price reasonably obtainable.

Where Goods are sold, reasonable storage and selling expenses may be deducted before any excess is returned to the Buyer. The Buyer may be charged for any shortfall against the Contract price.

7. Title and Risk

7.1 Risk

Risk in the Goods passes to the Buyer on delivery.

7.2 Ownership

Ownership of the Goods will not pass to the Buyer until:

  • the price of the Goods and applicable VAT have been paid in full; and
  • no other sums are due from the Buyer to the Seller.

7.3 Storage before ownership passes

Until ownership passes to the Buyer, the Buyer will hold the Goods as bailee for the Seller.

The Buyer must store the Goods:

  • separately from other goods in its possession;
  • at no cost to the Seller; and
  • in a way that clearly identifies them as the Seller’s property.

7.4 Resale or use

Until ownership passes, the Buyer may sell or use the Goods in the ordinary course of its business at full market value.

Any proceeds relating to Goods that remain the Seller’s property must be dealt with in accordance with the Seller’s ownership rights under these Conditions.

7.5 Recovery of payment

The Seller may recover the price of the Goods plus VAT even where ownership of those Goods has not yet passed to the Buyer.

7.6 Recovery of Goods

Until ownership passes, the Seller may request the return of Goods that still exist and have not been resold.

If the Buyer does not return them, the Seller may enter premises owned, occupied or controlled by the Buyer where the Goods are located to repossess them.

7.7 Security over Goods

The Buyer must not pledge or otherwise use Goods belonging to the Seller as security for any debt.

If it does, all sums owed by the Buyer to the Seller will immediately become due and payable.

7.8 Insurance

Until ownership passes, the Buyer must keep the Goods insured for their full price against all risks to the Seller’s reasonable satisfaction.

The Buyer must provide evidence of this insurance when requested.

7.9 Company Buyers

Where applicable, a Buyer that is a company must comply with any relevant registration requirements relating to this Contract.

8. Cancellation

8.1 Cancellation by the Seller

The Seller may cancel the Contract before the Goods are delivered or Services performed by giving written notice.

Any sums already paid for those Goods or Services will be repaid promptly.

Subject to applicable law, the Seller will not be liable for loss or damage arising from such cancellation.

8.2 Cancellation by the Buyer

Unless Goods have been specially formulated, packed or branded for the Buyer, the Buyer may cancel the Contract before delivery or performance by giving written notice.

Following valid cancellation:

  • the Seller will no longer be required to supply the relevant Goods or Services;
  • the Buyer will no longer be required to accept them;
  • the Buyer will not be required to pay for Goods that have not been delivered or Services that have not been performed; and
  • the Buyer will not be liable for loss or damage arising from the cancellation, subject to these Conditions.

9. Governing Law and Disputes

9.1 Governing law

The Contract is subject to the law of England and Wales.

9.2 Disputes

Where a dispute arises concerning the interpretation of the Contract or the rights and obligations of either party, the dispute will be referred to a single arbitrator in the United Kingdom.

The arbitrator will be agreed between the parties in writing or, where agreement cannot be reached, appointed in accordance with the applicable legal provisions.

The arbitrator’s decision will be final and binding, subject to applicable law.

10. Equipment

10.1 Return of loaned equipment

Subject to any written agreement that takes precedence over these Conditions, equipment loaned free of charge to the Buyer may be required to be returned if the Buyer fails to order Goods or request Services from the Seller within a reasonable period.

Following written demand, the equipment must be returned within seven days.

10.2 Use of equipment

Equipment loaned free of charge must be used solely for the storage, use or supply of Goods supplied by the Seller.

10.3 Maintenance and insurance

Loaned equipment must be:

  • kept in a suitable condition for the products for which it was supplied;
  • fully maintained and repaired by the Buyer; and
  • fully insured against all risks with a reputable insurer.

The Buyer must provide evidence of insurance when requested.

10.4 Recovery of equipment

If the Buyer fails to return equipment when required, the Buyer authorises the Seller to enter premises owned or occupied by the Buyer where the equipment is located for the purpose of recovering it.

10.5 Transfer to a third party

The Buyer must obtain written authorisation from the Seller before transferring possession of loaned equipment to a third party.

Any authorisation may be conditional on the third party acknowledging the Seller’s rights and agreeing to comply with the relevant requirements of these Conditions.

10.6 Buyer’s responsibility

The Buyer is responsible for obtaining the required acknowledgement and agreement from any third party taking possession of the equipment.

11. Insolvency of the Buyer

11.1 When this clause applies

This clause applies where the Buyer or an Associate of the Buyer:

  • enters into a voluntary arrangement with creditors;
  • becomes subject to an administration order;
  • becomes bankrupt;
  • enters liquidation other than for amalgamation or reconstruction;
  • has a receiver appointed over its property or assets;
  • ceases or threatens to cease trading; or
  • is reasonably considered by the Seller to be approaching one of these circumstances.

11.2 Seller’s rights

Where this clause applies, the Seller may cancel the Contract or suspend further deliveries without liability to the Buyer.

Where Goods have already been delivered or Services supplied but have not been paid for, the outstanding price will become immediately due and payable.

12. Export Terms

12.1 Incoterms

In these Conditions, Incoterms means the international rules for interpreting trade terms published by the International Chamber of Commerce and in force when the Contract is made.

Where there is a conflict between Incoterms and these Conditions, these Conditions will prevail.

12.2 Goods supplied for export

Where Goods are supplied for export from the United Kingdom, this section applies subject to any special terms agreed in writing between the Buyer and Seller.

12.3 Import requirements

The Buyer is responsible for:

  • complying with legislation and regulations governing importation into the destination country; and
  • paying any applicable duties.

12.4 Delivery point

Unless otherwise agreed in writing, the agreed price will be based on the Goods being delivered at the Seller’s premises.

12.5 Testing and inspection

The Buyer is responsible for arranging any required testing and inspection of Goods at the Seller’s premises before shipment.

Subject to applicable law, the Seller will not be liable for defects that would have been apparent on inspection but are claimed only after shipment, or for damage occurring during transit.

12.6 Payment

Payment for export orders must be made using the method agreed between the Seller and Buyer and in accordance with the applicable Contract terms.

12.7 Resale restrictions

The Buyer must comply with any lawful restrictions notified by the Seller concerning countries in which Goods must not be resold.

The Buyer must also not sell Goods to another party where it knows or has reason to believe that the other party intends to resell them in a country subject to such a restriction.

13. Severance

If any provision of these Conditions is found by a competent authority to be invalid or unenforceable, in whole or in part, the remaining provisions will continue in full force and effect.

Where only part of a provision is invalid or unenforceable, the remainder of that provision will continue to apply to the extent permitted by law.

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