The term Castrol is used to refer to the Seller (Castrol Australia Pty Limited) and its affiliate companies and the term Customer is used to refer to the Buyer (the person, firm or company purchasing the lubricants). In these conditions of sale, affiliate means any company that is controlled by or is under the common control of BP plc.
The terms of contract between Castrol for the supply of lubricants (which shall be deemed to include all oils, greases, fluids or related products that Castrol supplies to the Customer) or any additional services (such as used oil analysis, training or technical consultancy) shall be based on these conditions of sale, unless otherwise agreed in writing between the Customer and Castrol. No other terms either presented by the Customer to Castrol (for instance in a purchase order, confirmation of order, specification or otherwise) or presented by Castrol on the back of an invoice shall form part of the contract between the Customer and Castrol. Castrol shall consider every order or acceptance of a quote by the Customer to be an offer by the Customer to buy lubricants and services on these terms. A binding purchase order shall be formed when Castrol has confirmed acceptance of that offer to the Customer.
If the Customer is entering into the contract as an agent on behalf of someone else or if the Customer’s agent enters into the contract on the Customer’s behalf, both the Customer and the Customer’s principal will be jointly and severally liable under the contract. If more than one entity is listed as the Customer in the contract, then their liability shall be joint and several.
It is the Customer’s responsibility to notify Castrol of the grades and quantities of lubricants that the Customer would like to order and where the Customer would like Castrol to deliver to. All orders shall be subject to any limits that Castrol may have specified, for example in respect of maximum or minimum delivery quantities or lead time required by Castrol, and deliveries of any lubricants will be subject to availability at the location in question.
Castrol will make delivery, and the Customer shall accept delivery, of lubricants in packs or containers when they are unloaded from Castrol’s delivery vehicle at the Customer’s premises or, where Castrol has agreed that the Customer is responsible for unloading the lubricants, when they are made available to the Customer to unload from Castrol’s delivery vehicle at the Customer’s premises. Where delivery of the lubricants is effected by hose, delivery shall be deemed to occur, and the Customer shall be deemed to accept delivery, at the delivery end of hose.
Castrol shall inform the Customer of the delivery date as soon as is practicable, which shall exclude public holidays or customary non-business days of the week in the place of delivery. Unless Castrol specifically agrees with the Customer, the Customer will not be entitled to any form of compensation if Castrol is late in making the delivery.
Castrol will not make any delivery to the Customer unless it considers it to be safe to do so. To enable Castrol to deliver lubricants to the Customer in accordance with Castrol’s health, safety and environmental requirements, the Customer:
If the Customer breaches any of these conditions Castrol may without prejudice to any other right or remedy available to it, withhold delivery of any lubricants which have not yet been delivered.
The Customer agrees to pay the price which Castrol agrees with the Customer from time to time or which is Castrol’s most recent price notified to the Customer as at the date when Castrol receives the Customer’s order for the lubricants and for the location in question, as well as any additional charges that may be applicable. The Customer agrees to pay Castrol any additional cost Castrol incurs if it cannot deliver to the Customer by reason of any fault of the Customer or the Customer’s representative or if the Customer refuses to accept any lubricants that the Customer ordered.
All amounts quoted by Castrol, listed in the contract or agreed with the Customer will be exclusive of any applicable taxes or duties. Any applicable taxes or duties will be for the Customer’s account.
Castrol may increase its prices by giving the Customer not less than 30 days’ prior written notice.
Castrol will send the Customer an invoice for all deliveries made to the Customer. This will show the quantity of lubricants delivered and all additional charges that Castrol has incurred in making that delivery. Castrol may send the Customer a replacement invoice if, after checking the original invoice or on receiving further information, Castrol does not consider it to be correct.
The Customer agrees to pay Castrol amounts invoiced within 21 days of the date of the invoice or as per the Customer’s agreed trading terms.
Where Castrol provides the Customer with any additional services, the Customer will pay Castrol the charges for those services as are set out in the contract or otherwise agreed with the Customer. All payments should be made in full without any set off, counterclaim or deduction. Payment shall be made by direct debit to a bank account notified to the Customer, unless otherwise agreed in writing by Castrol. When making payment to Castrol, please quote Castrol’s invoice number and the Customer name.
Any queries on invoices should be notified to Castrol within three (3) days of receipt of the relevant invoice.
If the Customer has not paid Castrol by the time that the Customer should have done, then Castrol will have the right (without prejudice to any other rights or remedies that Castrol may have) to:
The Customer agrees to draw to the attention of any persons handling or using the lubricants or having access to the lubricants whilst in the Customer’s possession or to whom the Customer sells the lubricants or any part thereof any warnings, information or suggestions which are contained or referred to in Castrol’s Product Information Sheet, Safety Data Sheet or any other literature relating to the lubricants or upon any label or packaging of the lubricants. The Customer agrees to comply with and to ensure compliance by such persons with such warnings, information or suggestions. The Customer agrees to obey all relevant health, safety and environment obligations contained in any law applicable in any country where the lubricants are sold or handled.
The risk in the lubricants will pass to the Customer on delivery. Title in the lubricants shall pass to the Customer on the later of the following events:
Until title in the lubricants passes from Castrol to the Customer, the Customer shall:
but the Customer may resell or use the lubricants in the ordinary course of the its business.
If the lubricants Castrol has title to are mixed with any other goods belonging to the Customer then the lubricants shall be treated as belonging partly to Castrol and partly to the Customer according to the respective quantities mixed. When the lubricants are disposed of by the Customer, such disposal shall be out of the Customer’s part until the whole of the Customer’s part has been disposed of.
If, while Castrol has title to the lubricants, the Customer becomes subject to any of the insolvency events listed in clause 12 or fails to pay Castrol by the time the Customer should have, then Castrol shall be entitled, without prejudice to any other remedy it may have, to enter the premises where the lubricants are kept without notice and at any time and remove the lubricants or any part thereof.
(i) The Customer acknowledges that:
(a) the delivery of lubricants (which term shall include any fuel delivered by Castrol for the purposes of this clause) and equipment under these conditions gives rise to a Security Interest in the lubricants and the equipment, in each case, being a Purchase Money Security Interest;
(b) Castrol’s rights and interest in Proceeds derived from such lubricants and equipment constitute a Security Interest in the Proceeds;
(c) if the Customer sells or otherwise disposes of any lubricant before the purchase price has been paid, the Customer does so as Castrol’s fiduciary agent and the Proceeds of such sale or other disposal are also Castrol’s property and are held by the Customer on trust for Castrol;
(ii) Castrol may, at the Customer’s expense, register any Security Interest granted under these conditions on the PPS Register in any manner Castrol chooses. The Customer must provide Castrol with any information Castrol requires for the purposes of effecting such registration.
(iii) The Customer irrevocably and unconditionally waives its right to receive any verification statement or other notice from Castrol in connection with the registration of a Security Interest arising under these conditions.
(iv) The Customer agrees to take such steps as Castrol reasonably requires to perfect or otherwise ensure the enforceability and first ranking priority of any Security Interest granted to it under these conditions, including by:
(a) obtaining and giving consents;
(b) producing and providing receipts;
(c) attending to the signing of documents or procuring the signing of documents;
(d) facilitating the registration of any Security Interest on the PPS Register;
(e) facilitating the giving of notice to any person, including any person who also has, or appears to have, a Security Interest over Relevant Collateral; and
(f) facilitating the exercise of Castrol’s right in enforcing any Security Interest.
(v) Unless otherwise agreed in writing with Castrol, the Customer agrees:
(a) to ensure that Castrol’s equipment does not become a fixture to any land or an Accession to other goods and are not processed or commingled with other goods;
(b) to take such steps as Castrol reasonably requires to prevent or remedy the affixation of the equipment to any land or goods including by:
(A) procuring appropriate acknowledgements and consents from landlords mortgagees and property owners; and
(B) detaching, or procuring the detachment of, the equipment from any land or goods to which it becomes attached.
(vi) Castrol and the Customer agree that for the purposes of section 115 of the PPSA, the following sections of the PPSA will not apply to any Relevant Collateral:
(a) section 95 (notice by Secured Party of removal of Accession);
(b) section 121(4) (notice by Secured Party of enforcement of Security Interest in liquid assets);
(c) section 125 (obligation of Secured Party to dispose of or retain Collateral after seizures);
(d) section 130, to the extent that it requires Castrol to give any notice to the Customer (notice by Secured Party or disposal of Collateral);
(e) section 132(3)(d) (obligation of Secured Party to show amounts paid to other Secured Parties in statement of accounts);
(f) section 132(4) (statement of account by Secured Party if it does not dispose of Collateral within prescribed period); and
(g) section 135 (notice by Secured Party of retention of Collateral).
(vii) Without limitation to any other provision of these conditions, it is a default of the Customer under these conditions for the purposes of section 123(1) of the PPSA if any person with a Security Interest in Relevant Collateral seizes or becomes entitled to seize that Relevant Collateral without Castrol’s consent.
This clause 9 will prevail over and to the extent of any inconsistent provisions in other clauses in these conditions. The following definitions apply for the purposes of this clause:
“PPSA” means the Personal Property Securities Act 2009 (Cth);
“PPS Register” means the Personal Property Securities Register established under the PPSA;
“Proceeds” has the meaning given in the PPSA;
“Purchase Money Security Interest” has the meaning given in the PPSA;
“Relevant Collateral” means Collateral which is the subject of a Security Interest granted under these conditions;
“Secured Party” has the meaning given in the PPSA; and
“Security Interest” has the meaning given in the PPSA;
Castrol promises that all the lubricants that Castrol delivers to the Customer will, at the time they are delivered to the Customer, conform to the specification published by Castrol for those lubricants as at the date of delivery. All other warranties and conditions, including those implied by law, relating to quality, fitness for purpose and descriptions are, to the fullest extent permitted by law, excluded. The Customer acknowledges that all lubricants purchased from Castrol are purchased in the ordinary course of the Customer’s business for the purpose of consuming them or transforming them within the Customer’s business or of reselling or re-supplying the lubricants.
Castrol’s measurements of the quantity of lubricants delivered shall be final. If the Customer considers that there has been a shortfall then this must be noted on the original delivery receipt note. The Customer must tell Castrol of the alleged shortage claim within three (3) days of delivery.
Unless the Customer (a) tells Castrol as soon as the Customer becomes aware of what it considers to be a defect in the lubricants; and (b) takes representative samples of the lubricant that it considers to be defective (both unused and drawn from the system in use) and gives these to Castrol as soon as possible, the Customer’s claim will not be allowed. If the Customer makes a claim against Castrol, the Customer agrees to allow Castrol to take any further samples or make any further tests that Castrol considers appropriate as well as to give Castrol free access to the operating records of the affected machinery or equipment.
Lubricants may be returned for credit or exchange only at Castrol’s discretion of and with Castrol’s prior approval. Castrol disclaims liability for any returns whilst in transit to or from Castrol. If lubricants are returned to Castrol without Castrol’s prior approval, the lubricants will be returned to the Customer at the Customer’s expense and which expense is payable by the Customer on Castrol’s demand.
The Customer’s particular attention is drawn to this clause, please read it carefully.
Castrol shall not be liable to the Customer - whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise – for any claim arising under or in connection with the contract for:
Castrol’s total liability to the Customer (including any liability for the acts or omissions of Castrol’s employees, agents and sub-contractors) in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the contract shall be limited to the price paid for the relevant lubricants or additional service under the contract.
The Customer agrees to indemnify Castrol against any loss, liability or claim and all costs and expenses arising out of or in connection with any spill, accident or emergency incident occurring during the delivery and unloading of lubricants or the Customer’s failure to comply with any of its obligations under these conditions, except to the extent caused or contributed to by Castrol’s negligence or failure or defect in Castrol’s equipment.
Nothing in these conditions of sale shall affect the statutory rights of a consumer nor shall it exclude, restrict or limit Castrol’s liability to the Customer for (i) death or personal injury resulting from negligence; or (ii) fraud or any other matter if and to the extent that, under applicable law, such liability cannot be excluded, restricted, or limited as against the Customer in the context of the contract.
Castrol may end the contract with the Customer without liability at any time on giving the Customer fourteen (14) days’ written notice.
Castrol may immediately end the contract or suspend making deliveries without liability if (a) a liquidator (other than for the purposes of amalgamation or reconstruction), trustee in bankruptcy, receiver or equivalent officer is appointed in respect of the Customer, any of its assets or undertakings or associated companies, or the Customer enters into an arrangement or composition with its creditors or if Castrol has reason to expect any such appointment, arrangement or composition; (b) the Customer fails to make any payment to Castrol within 14 days of the time that the Customer should have; (c) the Customer breaches any of its obligations under clause 7; or (d) the Customer fails to agree to the terms of clause 6.
If the contract is ended for whatever reason (including if applicable under Part B), then clauses 1, 2, 5, 6, 8, 9, 10, 11, 12 and 14 shall survive.
If Castrol breaches a term of the contract as a result of circumstances reasonably beyond its control, then Castrol will not be liable to the Customer for that breach. The Customer would then be free to buy lubricants from alternative sources until such time as Castrol can continue to supply the Customer.
If there is either (a) a reduction in or interference with the availability of lubricants raw materials which could not have been reasonably avoided; or (b) Castrol’s cost of performance is materially increased and Castrol cannot recover such increase by an equivalent increase in the amount the Customer pays to Castrol, then Castrol may terminate its contract with the Customer by writing to the Customer or withholding or reducing deliveries to the Customer. In such circumstances Castrol shall not be required to provide the Customer with the shortfall from any alternative sources.
All correspondence relating to the contract should be made either by email or recorded delivery sent to the address set out in the contract or as otherwise notified by Castrol to the Customer. Correspondence shall be considered to have been made when it has been received. The Customer will notify Castrol as soon as possible of any change in the Customer’s contact details.
No failure by Castrol to enforce any right under the contract shall be considered to be a waiver of any form of such right. A waiver will only be effective if in writing and will not constitute a waiver of any other breach or default. The rights and remedies provided by the contract are cumulative and are not exclusive of any rights or remedies provided by law. The contract is personal to the Customer and cannot be assigned or subcontracted by the Customer in whole or in part. Castrol may assign or subcontract all or part of its rights and/or obligations under this contract to any of its affiliates.
With the exception of the ability of Castrol’s affiliates to be able to enforce any of Castrol’s rights under the contract, it is not intended that any term shall be enforceable by anybody that is not a party to the contract.
Castrol and the Customer agree that they shall each comply with all applicable laws in connection with this contract.
Subject to clause 2, the contract contains the entire agreement between the Customer and Castrol, replacing all previous agreements in respect of the sale by Castrol to the Customer of lubricants and the provision of additional services. The Customer agrees that it has not relied upon any pre-contractual statement (including any undertaking, promise, assurance, statement, representation, warranty or understanding) made by Castrol in entering into the contract. English is the only language offered for conclusion of this contract. Where the contract is translated into another language, the English language version shall be the authoritative version.
If a term of the contract is held not to be valid by any competent court or authority, then it should be read to the full extent that it is valid or, to the extent required, deleted. The other terms of the contract shall continue in full force unaffected.
The law of the State of Victoria Australia shall govern the contract and any non-contractual obligations arising out of or in connection with it. Any dispute arising out of or in connection with this contract shall be submitted for resolution to the jurisdiction of the courts of the State of Victoria Australia, unless otherwise indicated by Castrol.
The Customer agrees that where lubricants are supplied by Castrol on CHEP pallets, the Customer must provide Castrol with:
(i) details of a current CHEP account; or
(ii) a CHEP replacement pallet at the time the lubricants are delivered to the Customer.
Where the Customer elects to maintain a CHEP account, the Customer authorises Castrol to transfer the pallets delivered into the Customer’s CHEP account.
If Castrol has agreed to provide the Customer with used oil analysis services, then the Customer will supply Castrol with representative samples of the lubricant along with all the relevant equipment details relating to those samples. To allow Castrol to make a meaningful inspection of the results, the Customer agrees to:
If any samples sent to Castrol have not, in its opinion, been taken strictly in accordance with its recommendations, then Castrol can reject such samples without incurring any liability to the Customer. Castrol will try to notify the Customer if this happens. Similarly Castrol shall not accept any liability to the Customer if the samples that the Customer provides to Castrol have not been taken from their stated sampling point.
The Customer alone shall be responsible for carrying out any recommendations made by Castrol to the Customer and Castrol shall accept no liability for any consequences of such changes. Castrol promises to exercise reasonable skill and care in providing these used oil analysis services although it does not give any other warranties or make any representations (express or implied) to the Customer in respect of them. Castrol shall not be responsible for any samples passed to its agents, affiliates or contractors for forwarding to Castrol.
If the Customer resells any of the lubricants that Castrol supplies to the Customer, then Part B shall apply in addition to Part A
The Customer agrees that the Customer will not resell any lubricants to:
For purposes of this clause, a “Restricted Party” is any person, entity or country (a) with whom trade (or supply for end use by) is prohibited under any sanctions or restricted part regime imposed by the United Nations, the EU, the United Kingdom, the United States of America or under other applicable law, or (b) to whom goods of US origin may not be supplied.
The Customer agrees and undertakes that, in connection with this contract and any transactions under it, it will comply with all applicable anti-money laundering and anti-corruption laws, rules and regulations, decrees and/or official government orders of the United Kingdom, the United States of America, and of any country where goods will be transported or distributed to or from in connection with this contract.
The Customer warrants and undertakes that, in connection with this contract and any transactions under it, neither it nor any of its owners, directors, officers, employees, nor any other person acting on its behalf, has made, offered, promised to make or authorised, or will make, offer, promise to make or authorise, any payment or other transfer of anything of value, directly or indirectly to:
(i) any government official;
(ii) any director, officer, or employee of Castrol or any of its affiliates;
(iii) any political party, official of a political party, or candidate for public office;
(iv) an agent or intermediary for payment to any of the foregoing; or
(v) any other person or entity for the purpose of obtaining or influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, if such payment or transfer would violate or be inconsistent with the principles of any applicable anti-corruption legislation, including but not limited to the anti-corruption laws of the United Kingdom, the United States of America or of any country where goods will be transported or distributed to or from in connection with this contract.
For the purposes of this clause, the term “government official” shall include any minister, deputy minister, manager, civil servant, director, officer, or employee of any government or any department, agency or instrumentality of any government, and/or of any public sector company or an enterprise in which a government owns a majority or controlling interest, and/or of any public international organisation. This term also includes any police or military personnel and any person acting in any official, administrative or judicial capacity for or on behalf of any such government or such department, agency, instrumentality, company or public international organisation.
The Customer agrees and undertakes that, in connection with this contract and any transactions under it, it has and will maintain proper and accurate books, records and accounts which, in reasonable detail, accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of; and has and will maintain an internal accounting controls system that is sufficient to ensure the proper authorisation, recording and reporting of all transactions and to provide reasonable assurances that violations of the anti-corruption laws of the United Kingdom, the United States of America or of any country where goods will be transported or distributed to or from in connection with this contract will be prevented, detected and deterred. The Customer further agrees that it will allow Castrol and/or Castrol’s duly authorised representative(s) and/or nominated auditor(s) at any time during the term of this contract and within a reasonable time after its termination to review and/or audit all such books, records, accounts and internal accounting control system that may be relevant to an audit of its compliance with this clause and undertakes that it will cooperate fully with any such review and/or audit (to include, without limitation, allowing access to premises and answering any reasonable questions that may arise).
The Customer represents and warrants that it does not know or have any reason to suspect that the proceeds, funds or property that are or will be the subject of any transactions under this contract (1) are or will be derived from, or related to, any illegal activities under any applicable laws; or (2) are intended to commit, further, or sponsor a violation of applicable law, including but not limited to violations of any tax, customs or revenue laws.T
he Customer confirms that it has carefully reviewed the BP Code of Conduct (a copy of which is available at www.bp.com) and agrees and undertakes that, in connection with this contract and any transactions under it, it will act consistently with the applicable principles of the BP Code of Conduct in all material respects Further, the Customer will ensure that its personnel are made aware of the BP Code of Conduct.
In addition to any other right that Castrol may have, Castrol may end the contract immediately without liability if:
Without prejudice to any other rights or remedies Castrol may have, if the contract is ended under this clause 19 the Customer shall immediately pay to Castrol all sums outstanding for lubricants delivered and services performed on or before the end date. If the contract is ended under this clause 19, then this Part B shall survive.
The Customer agrees that it will not repackage, blend, adulterate or reformulate any of the lubricants and will only sell lubricants in their original, unopened packaging and/or containers and will not alter, obscure, remove, conceal, deface or otherwise interfere with the decoration or visible design of such packages and/or containers. The Customer agrees that it will allow Castrol and/or Castrol’s duly authorised representatives at any time to audit all such books, records, accounts and internal accounting control system that may be relevant to the Customer’s compliance with this clause.
Unless otherwise indicated in writing between the parties, nothing in this contract is intended to, or shall be deemed to:
We recommend you save or print out a copy of these conditions of sale for future reference. If you have any questions regarding your order or these terms and conditions please see the ‘Contact Us’ section of the www.castrol.com website.
*For use in Australia
Castrol Australia Terms and Conditions