General Sales & Delivery Terms & Conditions Mactex Oil Distribution Ltd. – Effective 01/01/2014
Article 1 General
Mactex Oil, Mactex Oil Distribution Ltd. are hereinafter referred to as “Supplier” in these General Terms and Conditions. In these General Terms and Conditions “Other Party”, “Client”, “Buyer” or “Customer” means every (legal) person, or corporation that requests the Supplier to perform a service or supply goods. Unless explicitly agreed otherwise in writing the following terms and conditions are exclusively applicable to all quotes made by the Supplier and obligations between the Supplier and the Other Party. The applicability of general terms and conditions applied by the Other Party are herewith explicitly rejected.
The Supplier is entitled to make interim changes to these General Terms and Conditions. The amended Terms and Conditions shall in that case replace the Terms and Conditions applicable up to then, and shall be applicable as far as possible to existing contracts as soon as the Buyer is offered the reasonable opportunity to take note of the amended Terms and Conditions.
If any clause of these General Terms and Conditions is null and void or becomes null and void then the remainder of the General Terms and Conditions shall remain in force as far as possible and the relevant clause shall be replaced by a clause that reflects the intention of the original clause as much as possible.
Only legal persons over the age of 18 years are invited to use this website, all persons under this age may not interact with this site.
Article 2 Offers
All offers must to be confirmed in writing, and shall remain valid for the period specified by the Supplier. In the event of such a period lapsing, the offers from the Supplier shall be without obligation.
Article 3 Contract
Subject to that which is otherwise stipulated in these General Terms and Conditions, a contract shall in any event be formed after the Supplier has accepted an order in writing, has confirmed the order or has performed the order. The order confirmation is deemed to represent the contract correctly and in full.
Article 4 Prices
Quoted prices exclude sales tax, products purchased on-line will have sales tax (VAT) applied before checkout.
If, after order acceptance;
1. The Client makes changes to order volumes, delivery volumes or delivery address then the supplier may if necessary amend the quoted price.
2. The Supplier demonstrates that its purchasing costs have risen by more than 6% as a result of general price increases and/or currency fluctuations, then the Supplier is entitled to increase its selling price accordingly.
If such a price increase amounts to more than 15% then the Client has the right to terminate, in writing, the contract relating to the element to which the price increase relates. Such termination must take place immediately after notification of the price increase.
Article 5 Cancellation
The “Other Party” has the right to cancel the contract before the Supplier commences performance of the contract and only if the Other Party pays for the damage suffered by the Supplier as a result of this. Where products are ordered specifically, stocked specifically or manufactured specifically for a customer then the goods on hand or in production or transit will be charged to the customer.
Article 6 Bespoke products and product samples,
All product trials are undertaking under the understanding that it has been agreed that upon completion of a successful trial that the customer has agreed to purchase products from the supplier as per the quotation corresponding to that particular trial. Where possible a purchase order should be secured pre-trial which automatically comes into force on completion of a successful trial. Whether applications require a product to be pre-trialled or tested, the Other Party is obliged to carefully inspect the product from the Supplier for noncompliance and inform the supplier if the product is not adequately performing. If a trial is successful,then that product is deemed to have been accepted by the customer and the purchase order becomes live and enforceable.
Article 7 Copyright.
Quoted prices exclude sales tax.
1. We hold the copyright on the content structure of this web site.
2. All product/company names and logos and product photos are for identification purposes only, and are trademarks or registered trademarks of their respective owners. Mactex Oil does not purport to have any connection with these companies or trademarks, Mactex Oil is a solely independent lubricants importer.
3. All other information on this site is subject to copyright laws. it is forbidden to copy content from this site without the prior written consent of Mactex Oil Distribution Ltd. A charge of €100,000 will be imposed on any person or company copying content, wording or formatting in any manner from this website without prior written consent from the supplier. Copying or using content (wording, pictures, phrases, logos, design formatting, coding, metatags,) from this site for any reason will be considered acceptance of this charge. The €100,000 will become payable within 30 days of notification by Mactex Oil Distribution that this charge is due. Ignorance will not be a defence. E&OE.
4. The use of or reproduction of Mactex Oil Distribution Ltd. or Mactex Oil or Ecolubrium Ltd or Ecolubrium names, logos, branding, technical or safety data sheets or product images are strictly prohibited without the prior written consent of Mactex Oil Distribution Ltd or Ecolubrium Ltd. These company names, logos and intellectual property are protected by trademark and copyright law. Unapproved use of these names or logos will be subject to a €100,000 charge per infringement. Use of these names, brands or marks for any reason will automatically invoke this charge and constitute acceptance of these terms and charges. The €100,000 will become payable within 30 days of notification. Ignorance will not be a defence. E&OE.
5. Copyrights and other intellectual and/or industrial property rights are never implicitly transferred to the Client. These rights can only be transferred under a separate explicit legal agreement.
Article 8 Subcontracting
Some processes may be sub-contracted from time to time. Procedures will be in place for the effective control of subcontractors and the work undertaken.
Article 9 Order fulfilment and deviations.
By order the Supplier means one batch or group of products purchased in one transaction or covered under one purchase order number.
The product quantity indicated in the initial order will be deemed accepted on acknowledgement by the supplier that the order has been received and that the product quantity and pricing can be met. :
The supplier will not be liable for products in the current catalogue which have been discontinued or which are unavailable to the supplier at the particular time or products that cannot be supplied for any reason. The supplier may wish to offer an alternative similar product in these circumstances which may be supplied subject to the agreement of the customer. On such agreement this new product now forms part of the original contract replacing the unavailable product. :
Pack volumes are estimated averages, with the total volume of product delivered being within industry norms. :
All lubricant blends differ in varying amounts with no 2 blends being 100% alike, variations in base oil colour will have no effect on product specification or quality. Deviations between offers, samples (or previous deliveries) and deliveries can form no reason to reject the delivery, terminate the contract, suspend payment or demand compensation if the deviation is of minor consequence, whereby the Supplier defines minor consequence as a quality that does not affect the essence of the delivered goods and their practical performance, in any event (though not exclusively) the Supplier has delivered proper performance, provided that the deviations fall within industry tolerances. :
Article 10 Delivery date
The Supplier shall endeavour to observe the agreed delivery date. The Supplier is not liable for any damage caused by late delivery unless the Client demonstrates that the late delivery was caused by deliberate negligence on the part of the Supplier.:
Article 11 Delivery and invoicing
Delivery takes place “Ex warehouse” of the Supplier. The goods are considered to have been delivered at the moment at which the goods are ready for dispatch by the Supplier, are available for the Other Party to collect by prior agreement and the Supplier has notified the Other Party of this.
Invoicing takes place at the moment of delivery unless agreed otherwise in writing.
Article 12 Risk
From the moment of delivery by the Supplier the delivered goods are at the risk of the Other Party. In the event that the Supplier arranges the transport it is the responsibility of the Client to insure the shipment.
Article 13 Transport and storage costs
The client shall be liable for all delivery charges unless otherwise agreed with the supplier. Orders which have to be delivered to different addresses or at different times or outside of normal business hours may incur additional delivery charges.
Free delivery is available on all orders over €500.00 excluding vat. If, on the request of the Client, the goods are to be transported to a different address then the Supplier shall charge the transport costs to the Client. Products stored in the supplier’s warehouse upon the instruction of the client will be charged to the client at 10 euro per pallet per week in storage costs. A similar charge will apply to products sent in error to the supplier by its suppliers whilst waiting for these products to be collected.
Article 14 Complaints
If the Other Party is unable to accept the invoice or the delivered goods, then he must notify his objections in writing to the Supplier within two(2) days after receipt. Such notification must provide a detailed statement of the nature and the grounds of the complaints. Complaints do not suspend the Other Party’s payment obligation. Complaints about goods that have been used and/or processed shall no longer be considered by the Supplier, irrespective of the moment at which the complaint is submitted.
Article 15 Returns
Only sealed unopened packs will be considered for return once the client has submitted in writing the grounds for such returns and the supplier has accepted these grounds. The product / products must be returned in the same manner and packaging as they were delivered. The transport costs associated with returning the goods must be borne by the client. The supplier must be made aware of the time and date the returned products will arrive in the supplier’s warehouse. A re-stocking charge of between 20% to 50% may apply to all returned products depending on product lifecycle, stocking charge, current value and ability to resell the product and the reason for returning the products . Bespoke products or special order products cannot be returned.
Article 16 Liability
In the event of attributable failure or unlawful act on its side, the Supplier accepts a maximum liability for compensation up to the amount of the agreed invoice amount that is charged to the Other Party, excluding sales tax. The Supplier is not liable for loss of profit, consequential loss and non-material damage. The Other Party shall indemnify the Supplier against claims by third parties, including the employees of both the Supplier and the Other Party, which relate to losses/damage referred to in this Article. The Supplier is entitled to re-supply the goods or services instead of paying compensation.
Article 17 Force majeure
Force majeure means circumstances that prevent the fulfilment of the commitment and which cannot be attributed to the Supplier. If and insofar as these circumstances make fulfilment impossible, or interfere unreasonably with the fulfilment this includes:
1. Strikes in companies other than those of the Supplier, unofficial strikes or political strikes in the Suppliers business.
2. A general lack of required raw materials and other objects or services required for fulfilling the agreed performance.
3. Unforeseeable general transport problems with suppliers or other third parties on which the Supplier relies.
4. Major changes to exchange rates, government measures, including import and export bans.
5. Abnormal price increases for raw materials and energy.
6. Terrorism, war, disaster and suchlike.
7. The Supplier also has the right to invoke force majeure if the circumstances that interfere with (further) fulfilment, occur after the Supplier should have fulfilled its commitment. During the period of force majeure the Supplier’s delivery and other obligations shall be suspended.
8. If the period, during which fulfilment of obligations by the Supplier is not possible due to force majeure, lasts longer than two months then both parties are entitled to terminate the contract without there being an obligation to pay compensation in that case.
9. If the Supplier has already fulfilled its obligations or is only able to partly fulfil its obligations when the force majeure occurs then the Supplier is entitled to separately invoice for that which has already been delivered or which can be delivered and the Buyer is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the part already delivered or which can be delivered has no independent value.
Article 18 Termination and suspension
1. If the Buyer does not fulfil or fails to fulfil any obligations properly or on time which may arise for him under the contract with the Supplier, as well as in the event of bankruptcy, suspension of payment, closing down, liquidation or winding up other than for the benefit of the restructuring or merger of companies of the Buyer’s business, then the Buyer is in default by operation of the law and the Supplier shall have the right, without the need for notice of default or legal intervention, to suspend performance of the relevant contract or to terminate this in full or in part, as it sees fit, without the Supplier therefore being liable for any form of compensation or guarantee and without prejudice to the other rights vested in the Supplier.
2. In all of these cases each claim by the Supplier against the Buyer is / shall be immediately claimable.
3. If the Supplier has the well-founded fear that the Buyer shall be unable to fulfil its obligations under the contract then the Supplier shall have the right, without the need for notice of default or legal intervention, to suspend performance of the relevant contract without the Supplier therefore being liable for any form of compensation or guarantee and without prejudice to the other rights vested in the Supplier.
4. Any impediment on the part of the Buyer, for whatever reason, which results in the contract not proceeding in full or in part, shall not release the Buyer from its obligation to pay the total price stated in the contract.
5. If the contract between the Supplier and the Buyer is terminated on the basis of this Article then the Buyer shall be bound to compensate the Supplier in full, with the minimum compensation being payment of the full demonstrable costs incurred by and loss of profit suffered by the Supplier.
6. The Buyer indemnifies the Supplier against all claims by third parties, including suppliers, which arise from the termination of the contract.
7. Without explicit written permission from the Supplier, the Buyer shall not suspend its payment obligation, nor shall he offset that which he owes against what he may be entitled to claim from the Supplier.
Article 19 Payment and credit
1. Each purchase/sale contract shall be entered into by the Supplier under the resolutory conditions that it is apparent to the Supplier that the Other Party has sufficient creditworthiness.
2. Payment shall be made by cash, cheque, credit / debit card or bank transfer. Where a client has requested a credit account from the supplier the credit terms contained and detailed in that agreement must be adhered to. The supplier has the right to terminate any credit account if the client does not abide by the terms contained therein.
3. If payment is not made within the payment term the Other Party shall then be in default, without the need for further notice of default.
4. Invoices that are not paid within the specified term shall be deducted / excluded when determining any graduated discounts and annual bonuses.
5. From the day on which it is in default, the Other Party shall owe default interest charged at 4% per month compounded, whereby a part of the month shall count as a full month.
6. The Other Party is at all times and irrespective of agreed payment terms, obliged on the first request by the Supplier to provide security for payment of the amounts to be paid to the Supplier. The security that is offered shall have to be such that the claim plus any interest and costs that may be owing on it are covered and that the Supplier shall have recourse against it without difficulty. Security that subsequently becomes inadequate shall on the first request of the Supplier have to be supplemented to a level of security that is adequate.
7. The Supplier retains the right to refuse to accept as payment a payment that is anything other than cash, credit / debit card or a bank transfer.
Article 20 Retention of title and right of pledge
1. The goods delivered by the Supplier shall remain the property of the Supplier until the Other Party has fulfilled all of its obligations arising under contracts concluded with the Supplier.
2. The goods delivered by the Supplier which fall under the retention of title by virtue of paragraph 1 may only be sold on within the framework of a normal business activity.
3. The Other Party is not entitled to pledge the goods or to attach any other commercial right on the goods. If the Other Party fails to fulfil his obligations or if there is a well-founded fear that he shall not fulfil his obligations then the Supplier shall have the right to remove or have removed from the Other Party or from third parties holding the goods on behalf of the Other Party the delivered goods on which the retention of title referred to in paragraph 1 rests. The Other Party undertakes to provide full assistance for this under penalty of 10% per day of what that party owes. The Other Party undertakes on the first request of the Supplier to insure and keep insured the delivered goods that are subject to retention of title. Such insurance is to cover fire, explosion and water damage, product soiling and damage and theft and the policy of this insurance shall be submitted to the Supplier for inspection upon request. This shall be with due regard for the following:
a) All claims by the Other Party against insurers relating to the goods subject to retention of title are to be pledged to the Supplier as prescribed in Irish Commercial Law.
b) The claims that the Other Party obtains against its third parties by selling on the goods supplied by the Supplier and which are subject to retention of title are to be pledged to the Supplier in the manner prescribed in Irish Commercial Law.
c) The goods supplied under retention of title are deemed to be the property of the Supplier until paid for in full.
d) To provide assistance in other ways in respect of all reasonable measures that the Supplier wishes to take to protect its right of ownership relating to the goods delivered and which do not unreasonably interfere with the normal performance of the Other Party’s business.
Article 21 Collection charges
1. If the Supplier has not received the payment on time then in addition to the amount owing and the interest owing on that amount, the Other Party also undertakes to fully compensate for all extra – judicial and judicial collection charges, including the costs of lawyers, bailiffs, collection agencies and other legal advisers. The extra – judicial costs are set at a minimum of 15% of the principal sum, with a minimum of € 500.
2. Payments by the Other Party shall first be deducted from the costs of collection, then the interest that is owing and finally from the principal sum and the ongoing interest.
3. If the Other Party has to pay several invoices, then the payments shall be applied to these invoices in their due and payable order even if the Other Party states to the contrary.
Article 22 Choice of law, choice of designated court
The contract between the Supplier and the Other Party and the commitments arising under that contract are subject to Irish Law. Disputes between the Supplier and the Other Party shall be brought before the relevant Irish Court including the Commercial Courts
General Purchase Terms & Conditions
Mactex Oil Distribution Ltd effective from 01/01/2014
Article 1. Definitions
In these purchase conditions the terms and references used below are defined as follows:
· Client: Mactex Oil Distribution Ltd. sometimes referred to as Mactex or Mactex Oil (with its registered office in Oranmore, Co Galway. Ireland) as user of these purchase conditions;
· Supplier: the other party of the client;
· Contract: the agreements between client and supplier concerning the supply of goods set down in writing; and signed by the client.
· Supply: the process by which one or more goods are put into the possession or brought under the control of the client and any installation/assembly of such goods;
· Parties: the client and the supplier.
Article 2. Scope
a. These purchase conditions apply to all enquiries, offers and orders relating to the supply of goods by the supplier to the client, the supplier’s general terms and conditions being expressly rejected.
b. In the event of inconsistency specially agreed obligations shall prevail over these purchase conditions.
c. If one or more provisions of these purchase conditions prove to be non-binding, the remaining provisions of the purchase conditions shall remain in force. The non-binding provisions shall then be replaced with provisions that are binding and differ as little as possible from the non-binding provisions.
Article 3. Changes
a. The client shall at any time be entitled to change the scope and/or the quality of the goods to be supplied in consultation with the supplier. Changes shall be agreed in writing.
b. If it is the opinion of the supplier that a change has consequences for the agreed fixed price and/or the date of delivery, it shall be obliged, before complying with the change, to inform the client about this in writing as soon as possible, but at the latest within two (2) working days of the notification of the change required.
Article 4. Assignment of obligations
a. The supplier may only assign an obligation under the contract to a third party with the prior written consent of the client. Reasonable conditions may be attached to this consent.
Article 5. Purchase Order / Agreement
a. All official purchase orders made on behalf of the client must be communicated in writing either hard copy or electronic and be in the form of an official purchase order with an accompanying approved purchase order number.
No goods will be accepted or invoices processed without an official order number. No exceptions. Where no purchase order has been raised no contract will exist.
Article 6. Price and price review
a. The prices stated in the purchase order shall be exclusive of VAT and shall be binding. They may not be raised unilaterally by the supplier unless otherwise agreed between client and supplier.
b. The prices shall be fixed unless the contract sets out the circumstances that may lead to price adjustment and the way in which the adjustment is to take place.
Article 7. Invoicing and payment
a. The client’s purchase order number and item numbers must be shown on all invoices.
b. Payment of the invoice, including VAT, shall be made within 60 days of receipt of the invoice and approval of the goods and any installation/assembly thereof by the client. If a payment discount has been agreed with the supplier, while for reasons outside the client’s control the conditions for that discount can no longer be met, the client shall retain its right to that discount.
c. The client shall be entitled to suspend payment if it finds a defect in the goods and any installation/assembly thereof.
d. The client shall have the right to reduce the amount by amounts that the supplier owes to the client.
e. Payment by the client shall not in any way constitute a waiver of rights.
Article 8. Supply
a. The supplier shall be obliged to comply strictly with the agreed date and place of supply or delivery, failing which the supplier shall be in default without further notice of default.
b. All supplies must be notified a minimum of 24 hours in advance by email: firstname.lastname@example.org for the attention of the goods inward department, quoting: date of delivery, client purchase order number, client item number, number of items and number of pallets.
c. If the time of delivery is not convenient, the client reserves the right to change the delivery time in consultation with the supplier.
d. Delivery must take place on suitable durable pallets measuring 80 x 120 cm or 100 x 120 cm. The weight of the pallet including the items may not exceed 1,100 kg. The pallets may not exceed 1400 cm in height including the pallet. The goods may not extend beyond the pallet, with the exception of items for which this is impossible because of the size/bulk of the item itself. The items must be provided with durable packaging so that the goods can be stored without loss of value and danger to personnel and material.
e. The purchase order number, the client item numbers, the number of pallets and the number of packages per pallet must always be stated on the consignment note. All the items must be provided with labels showing the client item number, the description and the weight.