Terms and Conditions

Mentum AS – official Castrol Ambassador Distributor for Automotive, Industrial and Marine oils and lubricants in Estonia, Latvia and Lithuania since 2007.

TERMS & CONDITIONS OF SALE (“Conditions”) TO BUSINESS CUSTOMERS form the basis of the Contract that will govern our dealings with you. They apply to the supply of Goods (and Services) to Business Customers (as defined). The latest version of these Conditions may be obtained at any time from our website (www.mentum.eu) or by contacting our local representative – if we make any substantial changes to these terms these may be flagged on our website and on our written notes to Business Customers.

  1. Definitions and Interpretation

1.1 The following definitions, unless the context requires otherwise, apply to these Conditions: “you” or “your”: the person, company or other type of organization that enters into a Contract to purchase Goods (and Services) from us (and who will be a Business Customer);

“we”, “us” or “our”: Mentum AS (Company registration number: 11922547) Mustamäe tee 4 Tallinn Harjumaa 10621 Estonia, or Mentum AS Lithuanian Branch (Company registration number: 302644210) Mituvos g. 5-13, LT-50132 Kaunas, Lithuania, or Mentum AS Latvian Branch (Company registration number: 40103294913) Riga, Katlakalna iela 11C, LV-1073, Latvia, that supplies the Goods (and/or Services) to you under a Contract;

“Additional Charge(s)”: means any one or more (as appropriate) of the Small Load Premium, late payment surcharge, priority charge, card processing charges or Failed Delivery Charges as described in Conditions 6.2 to 6.6;

“Business Customer”: any customer that is ordering or receiving Goods (and Services) whilst acting in the course of his trade, business, craft or profession;

“Charges”: has the meaning set out in Condition 6.1

“Conditions”: means these Terms & Conditions of Sale;

“Contract”: contract under which we will supply Goods (and Services) to you pursuant to, in accordance with and subject to the Conditions and any Relevant Agreement;

“Goods”: any goods that we agree in a Contract to supply to you;

“Good Industry Practice”: the exercise of such high degree of skill and care as would reasonably be expected from an appropriately skilled and experienced person with expertise in the relevant area, including the handling of and dealing with goods the same as or similar to the Goods;

“Insolvent”: you are unable to pay your debts as they fall due or you are, or become, the subject of any insolvency procedure (for example, without limitation, receivership, liquidation, administration, voluntary arrangements (including moratorium) and bankruptcy) or any application or proposal for an insolvency procedure;

“Relevant Agreement”: additional terms, conditions and/or specifications that apply to the Contract, whether by variation under Condition 2.2 or under a separate agreement which we have entered into with you (and which incorporates these Conditions by reference);

“Retail Supply” refers to the supply of Goods and/or Services by us to a Workshop; and “Services”: means: (i) the delivery of the Goods by us (or a third party on our behalf) to you; (ii) making the Goods available to you for collection; and/or (iii) such other services as we may agree in a Contract to provide to you from time to time, as appropriate.

1.2 In these Conditions: references to the singular include the plural and vice versa; reference to one gender is to any gender; reference to a statute or statutory instrument is to as it is in force for the time being and includes any amendment, extension, application or re-enactment and any subordinate legislation made under it; headings do not affect the interpretation of these Conditions; and the term “including” shall be construed without implying limitation (and variants of “including” shall be interpreted accordingly).

  1. Application of Terms and Contract Process

2.1 Subject to Conditions 2.2 and 2.3, these Conditions apply to all Contracts and set out the whole agreement between you and us to the exclusion of all other terms and conditions. Any terms or conditions which you put forward (whether endorsed on, delivered with or contained in your purchase order(s) or included in any other documents) do not form part of any Contract and any attempt by you to exclude, vary or limit any of these Conditions shall be void. You must ensure that you read and understand these Conditions because they will govern your dealings with us once a Contract is formed as set out below.

2.2 Any variation to these Conditions, and any representation about the Goods and/or Services, shall have no effect and shall not form part of the Contract unless agreed in writing by us, acting through one of our authorized employees. If you have any particular requirements then you must make them clear at the time you place your order and if (at our discretion) we agree to meet those requirements then we will provide you with confirmation in writing.

2.3 We have entered into a Relevant Agreement with you (which will generally be the case in relation to any Retail Supply) then, if there is any conflict between the terms of that Relevant Agreement (including any pricing terms) and these Conditions, the terms in the Relevant Agreement shall apply.

  1. Description

3.1 The description of the Goods (and Services) shall be as set out in our quotation and/or delivery documentation. If you have any general comments or queries regarding the Goods (and/or Services) then you must raise these issues when placing your order to us in writing (any response we might provide to such queries will be given only to the best of our knowledge).

3.2 We may, at any time and without notice to you: (i) change any of the advertising or product information materials referred to in Condition 3.1; (ii) make changes to the specification of the Goods that we believe are necessary to ensure that they conform to any applicable safety or statutory requirements; and/or (iii) make minor modifications to the specification of the Goods that we consider necessary or desirable (and which should not have any material adverse effect on the performance of the Goods).

  1. Delivery

4.1 Unless otherwise agreed in writing, we will deliver the Goods to you at your premises or (if different) the address which you have specified for delivery at the time of quotation.

4.2 Delivery of the Goods (and performance of the Services) will be deemed to have taken place as follows:

(a) for Goods delivered in bulk by road vehicle, when on discharge it passes the hose connection of the storage tank, container, receptacle, vessel or fill line (as the case may be) which you have provided for receiving delivery;

(b) for Goods delivered in barrels, packages or some other form, when the Goods are off-loaded from the delivery vehicle (or at such point as the Goods are collected by you); or

(c) for Goods collected by you from us, when the relevant Goods pass through the meter of the loading arm of our loading gantry.

4.3 We will take reasonable steps to deliver the Goods by the date specified at the time of quotation or, if none is specified, within a reasonable period of time. However, any delivery dates are estimates only and we cannot guarantee that the Goods will be delivered on or by any particular date or time.

4.4 You must in respect of each delivery of the Goods:

(a) ensure that all necessary arrangements are put in place for the safe acceptance of each delivery including (without limitation) providing adequate and appropriate equipment for accepting delivery, ensuring delivery and storage access is clear and available (noting that delivery vehicles are both larger and heavier than private cars) and ensuring that sufficient storage capacity is available, is safe and suitable for the Goods, is clearly marked with product name (grade), safe working capacity and identification number, is provided with a safe means to check volume in tank before and during delivery and complies with any and all applicable laws and regulations;

(b) not mount any vehicle used by us (or on our behalf) for the delivery of the Goods and we may stop the relevant delivery if you attempt to do so;

(c) indicate to us the correct fill point in respect of your tanks (and note that we are not responsible for dipping, checking or testing your tank(s));

(d) inspect and check (to the extent reasonably practicable) the Goods to ensure that they conform to the Contract and ensure that your authorized representative signs a delivery note (or equivalent documentation provided by our delivery agent) to confirm the Goods are as ordered and undamaged;

(e) raise any issues regarding the safety or suitability of your storage facilities and/or tank before we commence delivery (ensuring that any out of service equipment is clearly marked and isolated);

(f) in any event, act sensibly and with all due care and caution in relation to the Goods, acknowledging that there are health and safety issues inherent in receiving and storing the Goods, which if handled incorrectly can be dangerous. If you are collecting the Goods from us then you must ensure that you comply with our policies and procedures regarding access to, and conduct at, our premises;

4.5 Please note that where we are delivering Goods to you it is important (for your safety and for the safety of our staff making the deliveries) that you are aware of and are complying with any and all applicable laws and regulations in relation to the health and safety risks associated with such goods. If you are unsure as to the obligations referred to above regarding the safe storage and receipt of the Goods then it is your responsibility to raise these concerns with the health and safety department at your local council who should provide you with the information you require. If we believe that it would be unsafe to make a delivery of Goods to you then we may suspend the relevant delivery unless or until we are satisfied (acting reasonably) that it would be safe for us to proceed.

4.6 We shall record the delivery date, quantity and description of the Goods delivered (and Services provided) to you, and such records shall, in the absence of evidence to the contrary, be deemed to be conclusive proof as to the date of delivery and the volume and type of Goods delivered (and Services performed). If you believe that the information which we have recorded, and which is set out on your delivery notice or invoice, is incorrect then you must notify us in writing providing full details of any disputed element(s) as soon as is reasonably practicable and, in any event within 7 days of the date of receipt of the relevant delivery note or invoice.

4.7 We will invoice you for the volume of Goods delivered (as determined in accordance with Condition 4.6), provided that we will not (without your prior consent) deliver more Goods than the ordered volume. We will always try to deliver the agreed volume of Goods, but if we are unable to do so (for example, if we find on delivery that: we are unable to safely access the tank; we deem the tank to be unsafe; or there is less space available in your tank than the ordered volume of Goods) and you have paid for the ordered Goods in advance then we will refund a sum to you to reflect the lower volume of Goods actually delivered (though, unless the failure to deliver the ordered volume was caused by our default, any Priority Charge or other specified call-out charge(s) shall apply as quoted as these are charged on a ‘per delivery’ basis). For the avoidance of doubt, where a second delivery is required to fulfil the original order, a Priority Charge may be payable (where urgent delivery is requested in accordance with Condition 6.4) unless the failure to deliver the ordered volume at the initial delivery was caused by our default.

4.8 If for any reason (other than our failure to comply with these Conditions): (i) you fail to accept delivery of any of the Goods when they are ready to be delivered; (ii) you fail to collect the Goods when they are ready for collection; (iii) you wish to delay delivery, or (iv) we are unable to deliver the Goods because of some act or omission on your part then:

(a) we shall have no liability to you for late delivery;

(b) we may store the Goods until actual delivery, and you will be liable to pay a reasonable sum for all related costs and expenses (including, storage, insurance and re-delivery costs) that we may incur; and/or

(c) we may deliver the relevant Goods to another customer which may mean that our ability to subsequently deliver replacement Goods to you may be delayed.

4.9 If you become aware that the wrong or defective Goods have been delivered then you must stop using those Goods with immediate effect and notify us as soon as practicable regarding the same. We will contact you to arrange collection of the goods or to reach an alternative agreed solution appropriate to the circumstances.

4.10 Following receipt of a notice from you in accordance with Condition 4.9, we shall, either (i) remove the relevant Goods and replace them with the correct Goods, or (ii) issue a credit note or refund to you in respect of the relevant Goods applying the Unit Price. We shall determine which option is to be taken, and our liability to you in respect of that Contract shall be limited to our undertaking our chosen option.

  1. Risk and Title

5.1 You shall be responsible for the Goods from the time of delivery. Ownership of the Goods shall pass to you when we receive (in cash or cleared funds) payment in full of all sums due for the Goods.

5.2 Until ownership of the Goods passes, you shall:

(a) store the Goods (at your own cost) in accordance with these Conditions, Good Industry Practice and any applicable laws and regulations;

(b) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition, keep them insured on our behalf for their full price against all risks for which a prudent owner would insure them and provide us with a copy of the insurance policy on request; and

(d) deliver up the Goods to us promptly on demand.

5.3 You may resell the Goods before ownership has passed to you if such sale is a sale of the relevant Goods on your own behalf dealing as principal in the ordinary course of your business at full market value.

5.4 Your right to possession of the Goods shall terminate immediately if you:

(a) become Insolvent;

(b) suffer or allow any execution (legal or equitable) to be levied on your property or to be obtained against it;

(c) suspend, cease, or threaten to cease to carry on all or substantially the whole of your business; or

(d) any event or procedure is taken, with respect to you, in any jurisdiction to which you are subject that has a similar or equivalent effect to any of the events listed above, and you shall immediately notify us if any of the events set out in this Condition 5.4 occur (or are likely to occur).

5.5 We are entitled to recover payment for the Goods in accordance with these Conditions notwithstanding the fact that ownership of the Goods may not have passed to you at that time.

5.6 You hereby grant us, our agents and employees an irrevocable license to access and enter any premises to which the Goods are to be delivered and to where the Goods may be stored at any time to inspect them or (where your right to possession has ended) to recover them.

5.7 If any of the events listed in Condition 5.4 occur before title to the Goods passes to you or if we reasonably believe any such event is about to occur and we notify you accordingly then, in respect of the Goods which remain in your possession, you will deliver up the Goods to us upon request and/or we may exercise our rights under Condition 5.6.

5.8 If we repossess any Goods or you deliver up any Goods, in accordance with these Conditions, the Contract(s) in respect of those Goods shall be cancelled.

  1. Charges

6.1 Unless otherwise agreed in writing (including pursuant to any Relevant Agreement) and subject to the remaining terms of this Condition 6, the amount we will charge you for the Goods (and Services) we provide (the “Charges”) shall be the Price stated in our quotation or otherwise provided by us to you in accordance with Condition 2. The Charges are exclusive of any Additional Charges which may apply.

6.2 Small Load Premium: one factor we use in calculating the Unit Price is the volume of the Goods which you have ordered. There is a cost to us in fulfilling each order and providing the Services and so if we are unable to deliver the volume which you ordered due to some act or omission on your part (for example, we find there is insufficient capacity in your storage facilities to take the ordered volume) then we may (at our option) include an additional charge set at a reasonable level to cover our costs, this charge being referred to on your invoice as the “Small Load Premium”.

6.3 Late Payment Surcharge: if you fail to pay any Charges in accordance within the timescales set out in Condition 7.1 then by way of compensation to us for the costs we reasonably incur due to your failure to comply with the payment terms we may require you to pay a late payment surcharge. The late payment surcharge will be a reasonable amount to reflect our costs and we may apply this charge automatically if you are late in paying the relevant Charges.

6.4 Priority Charge: if you should require an urgent delivery of Goods then you may request that we undertake a priority delivery of the required Goods. If we are willing and able to make a priority delivery, then we will use our best efforts to undertake a delivery to you by the agreed delivery date. This Service is subject to your paying (in addition to the Charges) the relevant Priority Charge quoted to (and accepted by) you at the time you place an order for an urgent delivery. If we are unable to make a delivery by the agreed delivery date, then you will not be charged the Priority Charge (or it will be refunded to you if charged in advance).

6.5 Card Processing Charges: If you choose to pay any Charges using a credit card then we reserve the right to charge you a reasonable card processing fee (as detailed on your payment invoice) to cover our costs and the fees we incur from the credit card companies. Any credit card charge will be made clear to you at the time of order. There are no card processing charges in respect of payments made via debit cards.

6.6 Failed Delivery Charge: if we are unable to complete a delivery of the ordered Goods due to some default on your part (including, in circumstances where you fail to cancel an order following the delivery of goods from an alternative supplier) then we may, at our option, charge you a “Failed Delivery Charge” which will be a reasonable reflection of the cost to us in seeking to fulfil your order.

  1. Payment

7.1 Unless otherwise notified to you, you will pay each of our invoices (in respect of the relevant Charges and any Additional Charges) within 30 days of the date of the invoice. However, we may require you to pay the Charges in advance at the time you place the relevant order (and any Additional Charges in accordance with the payment terms set out in this Condition).

7.2 If we require (further) security from you in connection with the performance and discharge of your obligations under any Contract or for any other reason we consider reasonable then you will use your best endeavors to ensure that any additional security we require (including a third party guarantee) is promptly provided.

7.3 We shall be deemed to have received payment under the Contract only on receipt of cash or cleared funds from you. All sums properly due and payable to us under a Contract shall become due immediately upon its termination.

7.4 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise (except as may be required by court order).

7.5 Without limiting any other rights or remedies we may have, if you do not pay us on time (and/or if any of the events in Condition 5.4 occur), we may do all or any of the following:

(a) cancel or suspend the Contract (and any other Contracts we have with you) and/or any outstanding quotations;

(b) cancel any discount we previously offered to you under the Contract;

(c) without notice suspend or cancel delivery of the Goods (and/ or performance of the Services) under the Contract, and any other Contract, until you pay the outstanding amounts in full; and/or

(d) charge interest on the outstanding amount, calculated on a daily basis from the due date for payment up to the date of actual payment. You must pay us this interest together with the overdue amount. The rate of interest shall be determined in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

  1. Your Liability to Us

8.1 You shall be liable to pay us (on written demand) for, and indemnify us against, all reasonable costs and expenses and/or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit or reputation, damage to property, loss of opportunity to deploy resources elsewhere, and legal costs) which arise in connection with your fraud, negligence or a material breach of the Contract.

  1. Warranties

9.1 We warrant that the Goods are free from material defect at the time of delivery and unless otherwise agreed in writing we give no other warranty in respect of the Goods or Services and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

9.2 Without limiting Conditions 9.3 and 9.4, if the relevant Goods do not conform with the warranty in Condition 9.1 we shall at our option replace such Goods or issue a credit note or refund to you at the Unit Price (plus VAT), provided that you must give us: (i) written notice of any alleged breach of warranty within one week of the time when you discover or ought to have discovered such breach; and (ii) a reasonable opportunity, after receiving the notice, to examine the relevant Goods.

9.3 The warranties in Condition 9.1 shall not apply to any defect which arises as a result of your (or any third party’s) negligence, failure to follow our instructions as to the storage or use of the Goods (for Business Customers only) to comply with Good Industry Practice or if you make any further use of the Goods after identifying that there is any issue with them, if you alter, modify, mishandle or try to remedy such Goods without our prior consent or fail to adopt Good Industry Practice in handling and using the Goods.

9.4 If we comply with our obligations under Condition 9.2 we shall have no further liability to you in respect of such Goods.

9.5 These Conditions shall apply equally to any replacement Goods we supply to you pursuant to Condition 9.2

  1. Events outside our reasonable control

10.1 An Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following: acts of God, governmental action, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic, labor disputes (other than in relation to our own workforce) or restraint or delay affecting our delivering agents or inability or delay in obtaining the Goods.

10.2 Our obligations under the Contract are suspended for the period that the Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Event to a close or to find a solution by which our obligations under these Conditions can be performed despite the Event.

10.3 If we suffer any temporary interruptions or shortages in supply (whether or not due to an Event) then both you and we will use our reasonable efforts to minimize any adverse impact. If we need to ration or allocate our available supplies of the Goods, then we will do so fairly having regard to the circumstances. You acknowledge that in such circumstances we may allocate supplies to public utilities and emergency services before Goods are rationed and allocated to other customers.

  1. General

11.1 The provisions of Conditions 7, 8, 9 shall continue after the Contract has terminated.

11.2 Each right or remedy that we have under the Contract is without limit to any other right or remedy we may have whether under the Contract or otherwise.

11.3 If any Condition is found by any court of competent jurisdiction to be unlawful, invalid or unenforceable to any extent then it shall, to that extent only, be removed from the remaining Conditions, and the remainder of such Condition, which shall continue in full force and effect.

11.4 If a court of competent jurisdiction decides that a Condition cannot be removed (in whole or in part) then it is agreed that the relevant Condition shall be replaced with a legal, valid, enforceable and reasonable provision which achieves, to the greatest extent possible, the same effect as the original Condition.

11.5 If we fail or delay in enforcing any provision of the Contract, or fail to insist that you comply with any of your obligations, this shall not mean that we have waived any of our rights under the Contract and that you do not have to comply with your obligations. Any waiver by us of any breach of, or any default under, any provision of the Contract by you shall be effective only if given in writing and it shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.

11.6 A person who is not party to the Contract shall have no rights under or in connection with the Contract (and this includes pursuant to the Contracts (Rights of Third Parties) Act 1999).

11.7 All Contracts for the supply of Goods (and provision of the Services) in Estonia, Latvia and Lithuania shall be governed by Estonian law and shall be subject to the non-exclusive jurisdiction of the Estonian courts.

11.8 Unless a Condition expressly provides otherwise, all communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in writing, sent to the other party’s registered office and signed by an authorized representative. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post and on completion of transmission if sent by email.

  1. Data Protection & Credit Checks

12.1 In assessing your application for credit, to prevent fraud, to check your identity and to prevent money laundering, we may ask our credit intelligence partners (as we may engage from time to time) and our credit insurers to run a credit check on your business. We may also disclose details of how you conduct your account to such companies. This information may be used by other credit intelligence companies for making credit decisions about your business, you, and the people with whom you are financially associated, for fraud prevention, money laundering prevention and occasionally for tracing debtors. Information used for these purposes will include publicly available information such as corporate accounts and county court judgments.

12.2 We may perform a check on you if you are an individual associated with a Business Customer, such as company director. We do this to prevent fraud, to check your identity, to prevent money laundering and for account management purposes. Information used for these purposes will include publicly available information such as the electoral roll, county court judgments, assets registered in your name on public registers, such as the Land Registry, bankruptcy orders and repossessions. We shall not carry out these checks without obtaining your prior consent.

12.3 Marketing: We may use the personal information you provide to us to provide you with our Goods and Services, and may also use it to inform you, by letter, phone, SMS and email about promotions, news and new products and services that we think may be of interest to you. We will only use your information for this purpose in accordance with applicable law. More information on our approach is available in the Privacy Policy section of our website.

  1. Retail Supply

13.1 These Conditions (together with the Relevant Agreement, if such an agreement exists) apply to Retail Supplies, of which are provided to Business Customers only.