General Terms & Conditions
Official version
Simlub's General Terms of Sale, applicable to all quotes, orders, and deliveries.
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All our contracts bind the parties and their successors in title. A change of address or an assignment of the contract does not terminate the agreement, unless the Company releases the party from it or has approved the assignment.
Supply & Force Majeure
The Company's undertaking to supply the Client is valid only to the extent that the products and means of transport are available on the date proposed for delivery. Clients who have entered into a supply agreement enjoy priority of service, to the extent that the Company's means and possibilities allow; this provision also applies to them. Any case of force majeure releases the Company from its obligation to deliver; cases of force majeure include, among others, any circumstance preventing the Company from purchasing, importing, transporting, unloading, or distributing these products, such as fuel shortages or the default of a third party entrusted with performance, this list not being exhaustive. In such cases of force majeure, non-delivery entitles the Company only to entrust the performance of its obligations, in whole or in part, to third parties; this applies both to the delivery of the goods and to their transport.
Delivery, Storage & Liability
The Client is required to check the quantity and quality of the goods upon delivery and before unloading. No complaint will be accepted thereafter. Storage of the goods shall take place in the manner and at the location indicated by the Client, who bears the risk and full responsibility for it, both as regards the storage capacity for the quantity ordered and the accessibility of the storage location.
The Company can only be held liable for damage to or loss of the goods where the Client proves that this is due to intentional misconduct or gross negligence and/or intentional misconduct on the part of its agents. Where the liability of the Company or its agents is thereby engaged, compensation is limited to the market value of the goods at the Company's registered office.
Pricing
Sale prices are set taking into account market conditions and prices prevailing at the time of delivery. Any change in these conditions, or in one or more of the elements forming the basis for calculating the sale prices, of a nature to affect that basis — including any government measure affecting, restricting, or regulating the purchase, import, processing, or sale of petroleum products — entitles the Company to review and adjust commitments already entered into at that time.
Authority of Agents
Commitments of any kind whatsoever made by the Company's agents and/or depositaries are only valid after ratification by the Company's management. The Company's agents are not authorized to collect payment on its invoices, whether in cash, in the form of other instruments, or by way of set-off, nor to give a discharge for any such payment, except where the Company has granted the Client a special written authorization allowing the Client, upon presentation of such authorization, to make valid payment to the agent or depositary.
Payment Terms
All sales by the Company are payable in cash at its registered office, unless otherwise expressly agreed and specifically stated. The tendering of bills of exchange does not affect these conditions. Any delay in payment renders immediately due and payable all amounts still owed by the Client, including any amounts not yet due for which no payment term has been agreed, regardless of their stipulated due date.
Late Payment Interest
The parties expressly agree that, in the absence of payment by the due date, interest of 1% per month shall be due by operation of law from the due date, without prior notice of default.
Late Payment Penalty
Any delay in payment, as well as any total or partial failure by the Client to pay amounts due by the due date, gives rise by operation of law and without prior notice of default to compensation of 12% of that amount, subject to a minimum of 50 euros, pursuant to the provisions of the Civil Code.
Termination for Non-Payment
In the event of non-payment of the sale price by the due date, the agreement is terminated by operation of law and without prior notice of default, to the Client's detriment, insofar as the breach of contract is attributable to the Client, subject to simple notice thereof by registered letter.
Severability
The amendment or annulment, in whole or in part, of these terms of sale does not constitute a waiver of the remaining provisions.
Product Contributions & Levies
Any contributions of whatever nature that may be charged on the products sold, in particular those imposed by the association or organization of which the Client is a member or which it represents, may be levied. The Company reserves the right to charge this contribution at once or to invoice it separately by means of a dedicated contribution invoice. Any such contributions nevertheless constitute an essential element in determining the price of the product.
Governing Law & Disputes
In the event of a dispute, only the courts of the place of the Company's registered office shall have jurisdiction.
Transport Compliance (ADR)
By the mere act of loading, the loader-carrier declares that it complies with the ADR regulations in force.