These are the Terms and Conditions on which we supply products to you (the “Terms”).
When purchasing products from us you will be contacting with Johnston Oils Limited (hereinafter referred to as “we”, “us” or “JOL”). Please see our Website for our corporate information.
We recommend that you read these terms carefully before finalising your purchase order and we draw your attention to Clause 12 (Indemnity and Limitation of Liability) in particular. We also recommend that you save a copy of these terms and conditions for future reference. If you are making an online purchase, on the check-out page you will need to tick a box indicating that you accept the Terms. If you are processing an order over the phone then our sales representative will ask you for confirmation that you accept the Terms and will send a copy of the Terms to your preferred email address. If you do not accept these Terms, you will not be able to place a purchase order with us.
1. DEFINITIONS AND INTERPRETATION
1.1. “Contract” shall mean the contract entered into between you and us in accordance with clause 2, which also incorporates these Terms;
1.2. “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;
1.3. “Force Majeure Event” means any circumstance not within a Party's reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; (g); and (h) interruption or failure of utility service but excluding any labour or trade dispute, strikes, industrial action or lockouts;
1.4. “Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.5 “Order” means your order of one of the Products;
1.6. “Product(s)” means the items listed on the Website by us, set out in our marketing materials and/or described over the phone by one of our sales representatives; and
1.7. “Website” means johnston-oils.co.uk.
2. OUR CONTRACT WITH YOU
2.1. The listing of the Products on the Website and in our marketing materials, and sales calls made by our sales representatives do not constitute an offer by us to sell the Products to you.
2.2. Your Order of a Product will be considered offer to purchase the relevant Product from us.
2.3. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
2.4. If we are unable to accept your order, we will inform you of this and will not charge you for the Product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the price or description of the Product.
2.5. On acceptance of the Order we will assign an order number to your Order and inform you of that order number by email.
2.6. Our Website and marketing materials are solely for the promotion of our Products in the UK. We do not accept Orders from addresses outside the UK.
3. THE PRODUCTS
3.1. The images of the Products on the Website and in our marketing materials are for illustrative purposes only. We cannot guarantee that a device's display accurately reflects the products. Your product may vary slightly from those images.
3.2. The packaging of the Product may vary from that shown in images on the Website.
3.3. All Products supplied to you by us must be for your own use and must not be resold or otherwise disposed of by you unless otherwise authorised by us in writing.
4. YOUR RIGHT TO MAKE CHANGES
4.1. If you wish to make a change to the Product you have ordered, please contact us prior to shipping of the Product. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract
5. OUR RIGHT TO MAKE CHANGES
5.1. We may change the Product:
5.11 to reflect changes in relevant laws and regulatory requirements; and
5.12. to implement minor technical adjustments and improvements, for example to address a security threat.
5.2. The changes outlined at clauses 5.1.1 and 5.1.2 above will not affect your use of the Product.
6. TITLE AND DELIVERY
6.1. Title to the Products shall not pass to you until we have received full payment for the relevant Products.
6.2. Until title to the Products has passed to you, you shall store the product separately from all other goods held by you so that they remain readily identifiable as our property and remain separable from any other goods stored in your premises and insure the products to their full replacement value.
6.3. If we deliver the Products to you prior to payment of the price for the Products and/or if any other sum is due by you to us and you sell the Products to a third party, you shall make such sale only as trustee for us and the proceeds of that sale shall be identified and kept separate from your general bank accounts as monies to be held upon trust and payable on demand to us.
6.4 If, before title to the products passes to you, you become subject to any of the events listed in clause 9.1.3, or if we reasonably believe that any such event is about to occur, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or we may have, we may at any time require that you deliver up the Products.
6.5. The costs of delivery will be communicated to you prior to you concluding your Order.
6.6. During the order process we will let you know when we will provide the Products to you. If the products are ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.
6.7. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in the delivery of the Products caused by your failure to provide the Seller with adequate delivery instructions or any other instructions relevant to the supply.
6.8. You are solely responsible for ensuring that there is sufficient ullage in the storage vessel to accept the quantity you have ordered,
6.9. If our supply of the Products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products you have paid for but not received.
6.10. If, after a failed delivery to you, you do not re-arrange delivery or collect the Products from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 9.2 will apply.
7. CONSUMERS – Your rights to end the contract
7.2. Unless otherwise stated in any supplementary offer terms and conditions, you are able to end your contract with us at any time. However, your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
7.2.1. If the Product you have purchased is faulty or misdescribed you may have a legal right to end the contract, or get the product repaired or replaced, or have part or all of the charges paid for the Product refunded. This is set out in further detail at clause 10.
7.2.2 If you want to the contract because of something we have done or have informed you that is going to be done, see clause 7.2.
7.2.3. If you have just changed your mind about the product, see Clause 7.4. You may, depending on the nature of the Product(s), be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.
7.3. If you are ending a contract for a reason set out at (7.2.1) to (7.2.5) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
7.3.1. we have told you about an upcoming change to the product or these terms which you do not agree to;
7.3.2. we have told you about an error in the price or description of the product you have ordered, and you do not wish to proceed;
7.3.3. there is a risk that supply of the products may be significantly delayed because of events outside our control;
7.3.4. we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than twenty (20) days; or
7.3.5. you have a legal right to end the contract because of something we have done wrong.
7.4. For most products bought online or over the phone you have a legal right to change your mind within fourteen (14) days and receive a refund. For the avoidance of doubt these rights to not apply to B2B transactions. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
7.5. You do not have a right to change your mind in respect of:
7.5.1. products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them; and
7.5.2. any products which become mixed inseparably with other items after their delivery.
7.6. If you have bought goods you have fourteen (14) days after the day you (or someone you nominate) receives the goods, unless:
7.6.1. your goods are split into several deliveries over different days. In this case you have until fourteen (14) days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods; or
7.6.2. your goods are for regular delivery over a set period. In this case you have until fourteen (14) days after the day you (or someone you nominate) receives the first delivery of the goods.
8. HOW TO END THE CONTRACT
8.1. In order to end the contract, you must notify us by calling customer services on 01506 538 538 or emailing us at firstname.lastname@example.org. Please provide your name, home address, order number, details of the order and, where available, your phone number and a preferred email address.
8.2. Given the nature of the Product(s) provided by us, unless otherwise stated by us in writing, it will not be possible for you to return the Products once they are delivered to you. As a result once the Product(s) are delivered to you, you will not be entitled to return the Product(s) and, excluding in circumstances set out in clauses 7.2.1 and 7.2.2 and/or as otherwise set out in Consumer Rights Act 2015, you will not be entitled to a refund.
8.3. Where you are a consumer, we will pay the costs of return:
8.3.1. if the products are faulty or misdescribed; or
8.3.2. if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances, or if you are contracting with us on a B2B basis, you must pay the costs of return.
8.4. We will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
8.5. If you are a consumer and are exercising your right to change your mind:
8.5.1. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
8.5.2. The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
8.6. We will make any refunds due to you as soon as possible. If you are a consumer and are exercising your right to change your mind then your refund will be made within fourteen (14) days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us.
9. OUR RIGHTS TO END THE CONTRACT
9.1. We may end the contract for the purchase of a Product by you at any time by writing to you if:
9.1.1. you do not make any payment to us when it is due, and you still do not make payment within fourteen (14) days of us reminding you that payment is due; or
9.1.2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products;
9.1.3. you become insolvent, have appointed a receiver, administrative receive or have been declared (or self-declared) bankrupt;
9.1.4. you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us.
9.2. If we end the contract in the situations set out in Clause 9.1, we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
9.3. We may write to you to let you know that we are going to stop providing the Product. We will let you know at least fourteen (14) days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for Products which will not be provided.
10. CONSUMERS – faulty or misdesribed products
10.1. For the avoidance of doubt, this clause 10 only applies where you are contracting with us as a consumer and does not apply to B2B transactions.
10.2. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01506 538 538 or email us at email@example.com.
10.3. If you are a consumer, this is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, for example machine lubricants or heating oil, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
10.3.1. Up to thirty (30) days: if your goods are faulty, then you can get an immediate refund.
10.3.2. Up to six (6) months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
10.3.3. Up to six (6) years: if your goods do not last a reasonable length of time you may be entitled to some money back.
10.4. If you wish to exercise your legal rights to reject products you must either post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01506 538538 or email us at firstname.lastname@example.org for a return label or to arrange collection.
11. PRICE AND PAYMENT
11.1. The price of the Product (inclusive of VAT) will be the price indicated to you in advance of you placing your Order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 11.3 for what happens if we discover an error in the price of the Product you order.
11.2. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
11.3. Where the correct price of the Product at your Order date is less than our stated price at your Order date, we will charge the lower amount. If the correct price of the Product's at your Order date is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any Products already provided and/or delivered to you.
11.4. We accepted payment with Debit Card, Mastercard, VISA and Direct Debit. You must make payment at the conclusion of your Order.
11.5. If payment is made by Credit Card, there will be an additional charge of 1.5% of the total price of the Order.
11.6. If you do not make any payment to us by the due date, in addition to suspending the further delivery of any Products, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
11.7. In the event of a returned payment, Direct Debit or Cheque, we will apply an administration fee of £15 plus VAT.
11.8. You shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except as required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing by you against any amount payable by you to us.
11.9. We reserve the right to carry out credit checks on you via a Credit Reference Agency.
12. INDEMNITY AND LIMITATION OF LIABILITY
12.1. Neither party shall be liable to the other for any loss, damage, cost, expense, or other claim for compensation arising as a direct or indirect result or breach or non-performance of this Agreement due to a Force Majeure Event.
12.2. Subject to clause4, we shall not be liable to you for any of the following, whether in contract, tort (including negligence) or otherwise:
12.2.1. any loss arising from damage or loss of the Product(s) during transit;
12.2.2. any indirect or consequential losses;
12.2.3. loss of revenue or anticipated revenue;
12.2.4 loss of savings or anticipated savings;
12.2.5. loss of business opportunity;
12.2.6. loss of profits or anticipated profits; or
12.2.7. loss of wasted expenditure.
12.3. Subject to clause4, our maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of our obligations under this Agreement shall be limited to an amount equal to the cost of the relevant Products ordered by you.
12.4 Neither one of us excludes or limits our liability to the other for death or personal injury caused by its negligence, or in respect of any other liability to the extent that it cannot be excluded or limited as a matter of law.
12.5. Where you are contracting with us on a B2B basis, except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
12.6. The Website is provided for lawful purposes only and you agree to indemnify us from and against all claims brought against us arising from performing our obligations under a contract for any breach of these Terms by you.
13. INTELLECTUAL PROPERTY RIGHTS
13.1. We are the owner or licensee of all Intellectual Property Rights in the Website and in the materials published on it.
13.2. You must not use any part of the Website, or the content featuring on it, for any commercial purposes without our express consent.
13.3. We are the owner or licensee of all Intellectual Property Rights in the Products.
13.4. The purchase of a Product on the Website by you does not grant you any rights to the Intellectual Property Rights set out at clauses 13.1 to 13.3 above.
14. YOUR PERSONAL INFORMATION
14.2. Both Parties confirm that we will comply at all times with the obligations imposed on them by the Data Protection Legislation.
15.1. Provided it has complied with clause 2, if one of us is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.2. The corresponding obligations of the other Party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
15.3. The Affected Party shall:
15.3.1. as soon as reasonably practicable after the start of the Force Majeure Event, shall notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
15.3.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
15.4. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than two (2) weeks, either party may terminate this Agreement by giving one (1) weeks' written notice to the other party.
16.1. You shall be solely responsible for the maintenance of storage tanks and associated equipment and ensure that they are installed in accordance with all relevant legal requirements and in accordance with the highest industry standards.
16.2. If the storage tanks or associated equipment are the cause of any environmental pollution as a result of leakage or spillage you have sole responsibility to clean up the damage to the standard required by the relevant statutory authority and for all costs incurred by them in relation to any environmental pollution.
16.3. You shall indemnify us against any costs, fines or expenses of any kind incurred by or upon us as a result of any damage caused by your tanks and/or equipment.
17. WAIVER AND VARIATION
17.1. Any waiver by either of us of a breach of any provision of these Terms will not be considered as a waiver of any subsequent breach of the same or any other provision.
17.2. No oral variation of the terms of these Terms will be binding.
18. THIRD PARTY RIGHTS
No person who is not party to the Contract will have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy that exists or is available other than pursuant to said Act.
19. NO PARTNERSHIP
Nothing in these Terms will be deemed to create or imply the existence of partnership or joint venture between the Parties.
20. ENTIRE AGREEMENT
20.1. This Contract constitutes the entire understanding between the Parties and all previous agreements whether written, oral or implied between the Parties will cease to be effective.
20.2. Neither of us shall have any remedy in respect of misrepresentation or untrue statement made by the other Party unless and to the extent that a claim lies for breach of the terms of this Contract. This clause does not preclude liability for fraudulent misrepresentation or any statutory rights you may have as a consumer.
21. GOVERNING LAW AND JURISDICTION
21.1. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the jurisdiction in which the Product(s) are being delivered.
21.2. Each of us irrevocably agrees that the courts of the jurisdiction in which the Product(s) are being delivered shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).