BP Europa SE – Standard Terms and Conditions of Sale for Lubricants
Valid from: March 2015
You agree to pay us within 30 days from the date of invoice, unless otherwise expressly agreed in writing.
Part A – applicable in all situations
1.
Interpretation
We have used the terms "we", "us", "our", etc., to refer to the Seller (BP Europa SE) and
"you", "your", etc., to refer to the Buyer (the person, firm or company purchasing the
lubricants). In these conditions of sale, "affiliate" means any company that is affiliated with BP
Europa SE within the meaning of section 15 of the German Stock Corporation Act
(Aktiengesetz - AktG).
2.
6.
7.
8.
Delivery
You are permitted to resell the reserved goods in the ordinary course of your business barring any good
cause we may have to revoke such permission; we would have good cause to revoke our permission, in
particular, if you fail to pay us by the time you should have. If the buyer to whom you resell the goods insists
that any assignment be prohibited, this shall not qualify as a resale in the ordinary course of business. You
hereby assign to us your claims under any such lawful resale and we hereby accept the assignment.
However, you shall be entitled to recover claims until such time as we revoke permission to resell.
If the secured goods are processed, our retention of title shall extend to any products created as a result of
such processing. If the secured goods are processed, mixed or combined with goods belonging to third
parties, we shall acquire a co-ownership interest in the products created as a result equivalent to the invoice
value of the secured goods as a proportion of the invoice value of the other goods. This shall apply
analogously in those cases where the secured goods are mixed or combined with goods belonging to you.
Processing in the above sense shall also mean using the lubricants in machinery used to manufacture
products and, as such, our retention of title in the lubricants shall also extend to the products created as a
result of processing.
If no such circumstances barring liability as described above have occurred and if we are at
fault for not complying with a date we confirmed as binding, your claims will be limited to the
invoice amount of the deliverables affected by our default. Any further claims shall be excluded
unless our default was due to wilful or grossly negligent conduct or resulted in injury to life,
limb or health. However, even in the event of gross negligence, we shall not be liable to you
for unforeseeable damage or for indirect consequential loss or damage, such as the
discontinuance or disruption of your production.
If you breach the contract, in particular if you are in arrears with payment(s), we may repossess the secured
goods temporarily for purposes of security, without being required to rescind the contract, or we may insist
that you assign any restitution claims you have against third parties to us.
You shall notify us without undue delay if the secured goods and any claims you have assigned to us are
attached or otherwise encumbered by third parties. You shall advise third parties without undue delay of our
retention of title.
We may at any time elect to make partial deliveries to a reasonable extent. These may be
invoiced separately.
If due to circumstances outside our control we are unable to make deliveries within regular
business hours, we shall be entitled to charge you for the additional costs we incur as a result.
If you do not submit your order in due time so as to allow us to arrange for transportation, you
will be solely responsible for any resulting delays.
Until title in the lubricants passes from us to you, you shall

hold the lubricants on a fiduciary basis as our bailee;

store the lubricants separately from other goods held by you so that they remain identifiable as our
property;

not remove, deface or obscure any identifying mark or packaging on or relating to the lubricants;

preserve the lubricants in satisfactory condition and keep them insured against all risks for their full
price from and including the date of delivery, whereby you agree to demonstrate to us upon our
request the rights under the policy, which you hereby assign to us, and the fact that such insurance
has been taken out and is being maintained;

notify us without undue delay if you become subject to any of the insolvency events listed in
clause 11;

give us such information relating to the lubricants as we may require from time to time.
To enable us to make safe delivery to you, you agree that you will provide safe reception for
the lubricants ordered. We will not make any delivery to you unless we consider it to be safe to
do so. You will have sole responsibility for providing suitable means and facilities for the
reception and unloading of the lubricants and for the storage of the lubricants after delivery.
Where delivery of the lubricants is effected by hose, delivery shall be deemed to occur (and
you shall be deemed to accept delivery) at the delivery end of the hose.
Price and payment
If the lubricants we have title to are mixed with any other goods belonging to you then the lubricants shall be
treated as belonging partly to us and partly to you according to the respective quantities mixed. When the
lubricants are disposed of by you, such disposal shall be out of your part until the whole of your part has
been disposed of.
Unless a price has been agreed upon, you agree to pay our most recent price at the date
when we receive your order. For quantities below minimum value of goods of EUR 300,- per
purchase order and delivery address we will collect an extra surcharge of EUR 75,-. In addition
to the price agreed or which is our most recent price (plus VAT) at the date when we receive
your order, you also agree to pay any additional costs incurred as a result of making the
delivery after the contract has been formed, and regardless of whether such additional costs
stem from statutory or other provisions and/or the given circumstances. Such additional costs
include, in particular, import and export duties, e.g., customs duties and taxes, loading, freight
and shipping fees as well as the cost of raw materials and wages.
All amounts quoted by us, be it listed in the contract or agreed upon, shall be exclusive of any
applicable taxes or duties. Any applicable taxes or duties will be for your account.
We will send you an invoice for all deliveries made to you that will show the quantity of
lubricants delivered and all additional charges that we have incurred in making that delivery.
Title to the lubricants delivered
We shall retain title in the lubricants (secured goods) delivered until you have discharged and paid to us all
sums or debts outstanding or owing from you to us now or in the future on any legal grounds whatsoever.
The allocation of individual claims to a current account and the netting out of claims and recognition thereof
shall have no affect on the retention of title. If the value of the security provided by you exceeds that of our
claims in the aggregate by more that 20% and if you so request, we shall release the security of our
choosing.
We will not accept any liability for the adherence to a time limit, unless we made an express,
written commitment to you to deliver by a certain date. In that case, and barring any
agreement to the contrary, the day on which the goods are dispatched from the factory or
warehouse shall be controlling for calculating the time elapsed. We assume no liability for
delays in delivery caused by upstream suppliers or transport agents. If we are otherwise late in
making a delivery or performing services due to circumstances beyond our control (force
majeure), which make it impossible or unreasonably difficult to deliver, such as strikes, lockouts, official orders, unavailability of raw materials, even if they occur at our suppliers or subsuppliers, we shall not be liable to you, even if we had confirmed the dates as binding.
You furthermore agree to pay us any additional cost we incur if we cannot deliver to you by
reason of any fault of your own or that of your representative or if you refuse to accept any
lubricants ordered.
Health, safety and the environment
You agree to draw the attention of any persons handling or using the lubricants or having access to the
lubricants or to whom you sell the lubricants or any part thereof to any warnings, information or suggestions
contained in or referred to in our Product Information Sheet, Safety Data Sheet or any other literature
relating to the lubricants or upon any label or packaging of the lubricants. You agree to comply with and to
ensure compliance by such persons with such warnings, information or suggestions. You furthermore agree
to obey all relevant health, safety and environmental obligations contained in any law applicable in any
country where the lubricants are sold or handled.
You shall bear the risk of all shipments in transit, even if delivery "carriage paid" has been
agreed. The risk of loss will pass to you on delivery of the goods to the carrier or freight
forwarder, but not later than upon leaving the factory or warehouse. If we have not made any
special arrangements with you, we may use our discretion in selecting the means of
transportation and disclaim all liability, unless we are found to be at fault for wilful or grossly
negligent conduct or we are subjected to compensatory damages based on an injury to life,
limb or health.
5.
Consequences in case of late payment
If you have not paid us in due time, we shall be entitled (without prejudice to any other rights or remedies
that we may have) to:

charge interest on the money owed by you at a rate of nine (9) percentage points a year above the
base rate (section 247 of the German Civil Code (Bürgerliches Gesetzbuch - BGB)). This interest will
accrue daily until we receive the money that you owe us in our account;

insist that you pay us in cash in advance of any future deliveries (or provide us with satisfactory
security instead) and immediately pay us all other amounts outstanding; and/or

withdraw or reduce any credit facilities and/or withhold any future deliveries.
Formation of contract (order)
Our quotes are non-binding and subject to change. A binding purchase order shall be formed
when we have confirmed acceptance of your offer to you in writing or delivered the goods to
you. All orders shall be subject to any limits that we may have specified (for example in respect
of maximum or minimum delivery quantities or lead time required by us).
4.
Any queries on invoices shall be notified to us within three (3) days of receipt of the relevant invoice.
Scope of application
The supply of lubricants (which shall be deemed to include all oils, greases, fluids or related
products that we supply to you) or any additional services (such as used oil analysis, training
or technical consultancy or services and equipment delivery) shall be based on these
conditions of sale, unless otherwise agreed upon in writing between you and us. No other
terms (particularly your own standard terms and conditions) presented by you to us (for
instance in a purchase order, confirmation of order, specification or otherwise) shall form part
of the contract between you and us, even if we do not expressly object to them. We shall
consider every order or acceptance of a quote by you to be an offer or consent by you to buy
lubricants and services on these terms.
3.
All payments must be made in full without any set off or deduction, unless the counter-claim is uncontested
or has been declared final and absolute by a court of law. Payment shall be made by direct debit to a bank
account notified to you, unless otherwise agreed in writing by us. We will not accept cheques as a form of
payment. When making payment to us, please quote our invoice number and your name.
If, while we have title to the lubricants, you become subject to any of the insolvency events listed in clause
11 or fail to pay us by the time you should have, then we shall be entitled, without prejudice to any other
remedy we may have, to enter without prior notice and at any time the premises where the lubricants are
kept and remove the lubricants or any part thereof.
9.
Quality and claims
We promise that all the lubricants delivered by us to you, will, at the time of delivery, conform to the agreed
specifications. All other representations and warranties relating to quality and fitness for a particular purpose
are excluded. Decisions as to the use of the product shall be your sole responsibility. Unless we have made
express, written representations as to the specific qualities of the products for a specific contractually
agreed purpose, any advice we may give you regarding the application of those products, albeit given to the
best of our knowledge, shall be non-binding.
1
BP Europa SE
registered at the commercial register of the Local Court (Amtsgericht) of Hamburg under HRB 113611
Registered office:
Überseeallee 1, 20457 Hamburg
BP Europa SE – Standard Terms and Conditions of Sale for Lubricants
Valid from: March 2015
You undertake to inspect the goods without undue delay upon their arrival (section 377 of the
German Commercial Code (Handelsgesetzbuch - HGB)). Apparent defects must be reported
immediately upon receipt of the goods; hidden defects must be reported promptly upon their
discovery. You must confirm to the carrier your receipt of the goods by signing the delivery
documents.
German law shall apply. The UN Convention on Contracts for the International Sale of Goods shall not
apply. German is the language of the contract. Where the contract is translated into another language, the
German-language version shall prevail.
14.
We reserve the right to make changes in the formulation and/or design which do not impair the
functionality or the value of the delivered goods as well as reasonable minor deviations from
the functions and tolerances described in the data sheet at any time without this entitling you
to any claims for defects.
Claims for defects in quality will become time-barred one (1) year from the date of delivery.
The question of whether we have delivered a product free of defects is separate and distinct
from your obligation to ensure that certain products be used before a certain expiry date has
passed. Even if the shelf life of a product expires during the limitation period, this as such will
in most cases not give you any actionable claim for defects in quality.
Unless you take representative samples of the lubricant that you consider to be defective (both
unused and drawn from the system in use) and give these to us as soon as possible, your
claim will not be allowed. If you make a claim against us, you agree to allow us to take any
further samples or make any further tests that we consider appropriate as well as to give us
free access to the operating records of the affected machinery or equipment. Defective goods
may not be returned unless upon prior consultation. If you fail to do so, we reserve the right to
pass the costs on to you.
If any samples sent to us have not, in our opinion, been taken strictly in accordance with our
recommendations, we shall be entitled to reject and dispose of such samples at your expense..
Any recommendations made by us in relation to the results of an analysis shall be deemed to be noncommittal. You accept sole responsibility for carrying out any recommendations made by us to you and we
shall accept no liability for any consequences of such changes. We promise to exercise reasonable skill and
care in providing these used oil analysis services. We shall not be liable to you for any decisions you may
make on the basis of the results of the analyses; our liability to you for errors made in analysing the samples
shall be exclusively determined according to clause 10 above. We shall not be responsible for any samples
passed to our affiliates or contractors for forwarding to us.
10. Liability
We shall not be liable to you for any claim for compensatory damages (on any legal grounds
whatsoever) unless we or our statutory or vicarious agents act wilfully or with gross negligence
or culpably breach any material contractual duties. In the event of any culpable (not grossly
negligent and not wilful) breach of material contractual duties, our liability shall be limited to
compensation of reasonably foreseeable loss or damage. The above limitations of liability shall
not apply to loss or damage caused by the culpable acts or omissions of us or our legal or
vicarious agents resulting in injury to life, limb or health.
In the event of any culpable (not grossly negligent and not wilful) breach of material
contractual duties, our liability shall be limited to a maximum of EUR 50,000 or, where higher,
the price paid for the relevant product.
Part B – supplementary terms regarding resale
If you resell any of the lubricants that we supply to you, then Part B shall apply in addition to Part A.
15.
You agree to indemnify us against any loss, damage 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 your failure to comply with any of your obligations
under these terms and conditions, except to the extent caused or contributed to by our
negligence or failure or defect in our equipment.
We may immediately end the contract or suspend making deliveries without liability if: (a) you
file a petition to commence insolvency proceedings in respect of your own assets, insolvency
proceedings in respect of your assets are commenced, or insolvency proceedings are
dismissed for lack of assets (comparable proceedings, including in other jurisdictions, are
deemed equivalent to insolvency proceedings); (b) a material adverse change occurs in your
financial situation or the value of any security furnished by you for the performance of your
obligations, or (in our view) is likely to arise, provided that this jeopardises the performance of
your obligations under the contract, even when realising the security furnished for this
purpose; (c) you fail to make any payment to us within 14 days of the time that you should
have or you breach any of your obligations under clause 7.
12. Force Majeure
If we breach a term of the contract as a result of circumstances reasonably beyond our control,
then we will not be liable to you for that breach. You would then be free to buy lubricants from
alternative sources until we continue to supply you. Otherwise, the provisions set out in clause
4 on "force majeure" shall apply.
If our cost of performance are subject to material increase and we cannot recover such
increase by an equivalent increase in the amount you pay to us, then we may terminate our
contract with you with immediate effect by writing to you or withhold or reduce deliveries to
you.
13. Miscellaneous
No party to this contract shall be entitled to assign or subcontract the rights and obligations
associated with orders or parts thereof to third parties without prior written consent of the other
party. However, we may assign or subcontract our rights and/or obligations to any of our
affiliates. You must notify us without undue delay of any corporate restructurings (e.g. change
of shareholders or company reorganisation). We reserve the right to terminate our contract
with you subject to two (2) months' notice if we have a legitimate interest in doing so.
We advise that data received from you will be processed in accordance with the Federal Data
Protection Act (Bundesdatenschutzgesetz - BDSG). Personal information will also be stored at
group companies and distribution points (section 26 BDSG). We also advise you in
accordance with section 4 (3) BDSG that data will not only be used for purposes of contract
performance but may also be forwarded to credit agencies and other third parties. You
consent to us storing and processing your personal information in accordance with the
applicable statutory provisions to the extent it is necessary or expedient for the performance
and settlement of your order.
Exclusive place of jurisdiction for any and all disputes arising out of or in connection with the
contract is Bochum. However, we reserve the right to assert our claims in any other lawful
jurisdiction.
If a term of these terms and conditions is invalid, the other terms shall continue in full force
unaffected. The invalid term shall be replaced with a valid term that most closely reflects the
economic purpose sought.
Trade sanctions compliance
You agree that you will not resell any lubricants to:
●
a Restricted Party or for any machinery owned, controlled or used by or for the benefit of a Restricted
Party; or
●
any natural or legal person who you know or suspect will resell directly or indirectly to a Restricted
Party or for any machinery owned, controlled or used by or for the benefit of a Restricted Party.
The disclaimer/limitation of liability shall also apply to any personal liability on the part of our
agents and employees.
11. Termination of the contract
Used oil analysis
If we have agreed to provide you with used oil analysis services, you will supply us with representative
samples of the lubricant along with all the relevant equipment details relating to those samples. To allow us
to perform an informative inspection of the results, you agree to

explain to us as extensive as possible the type and nature of the mechanical equipment that you use;

inform us as soon as possible of any changes in the operation or maintenance of the equipment that
may impact our evaluation;

only use the sampling materials and containers provided by us;

be responsible for sampling in accordance with the procedure recommended by us so as to prevent
contamination of the samples; and

ensure that sample bottles are dispatched securely capped, correctly labelled and properly packaged
in the envelopes that we have provided with all the appropriate fees and stamps paid.
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 European Union, the United Kingdom, the United States of America or under other applicable
law, or (b) to whom goods of U.S. origin may not be supplied.
16.
Code of Conduct/Anti-Corruption, Anti-Money Laundering and Ethical
Compliance
You agree and undertake that, in connection with this contract and any transactions under it, you 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 Buyer warrants and undertakes that, in connection with this contract and any transactions under it,
neither he nor any of his owners, directors, officers, employees, nor any other person acting on his 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 the Seller 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.
You agree and undertake that, in connection with this contract and any transactions under it, you have 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. You further agree and
undertake that you have 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 assurance
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. You further agree that you will allow us and/or our 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 your compliance with this clause and
undertake that you 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).
You represent and warrant that you do 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
2
BP Europa SE
registered at the commercial register of the Local Court (Amtsgericht) of Hamburg under HRB 113611
Registered office:
Überseeallee 1, 20457 Hamburg
BP Europa SE – Standard Terms and Conditions of Sale for Lubricants
Valid from: March 2015
sponsor a violation of applicable law, including but not limited to violations of any tax, customs
or revenue laws.
You confirm that you have carefully reviewed the BP Code of Conduct (a copy of which is
available at www.bp.com) and agree and undertake that, in connection with this contract and
any transactions under it, you will act consistently with the applicable principles of the BP
Code of Conduct in all material respects. Further, you will ensure that your personnel are
made aware of the BP Code of Conduct.
17. Termination
In addition to any other right that we may have, we may end the contract immediately without
liability if:

you commit a material or persistent breach of any of the provisions of this Part B and, in
the case of a breach capable of being remedied, fail to remedy that breach to our
satisfaction within 14 days of receiving written notice of the breach; or

continued performance of the contract would cause us to contravene any local, state,
national or international regulation or law.
Without prejudice to any other rights or remedies we may have, if the contract is ended under
this clause 17 you shall immediately pay to us all sums outstanding for lubricants delivered
and services performed on or before the end date. If the contract is ended under this clause
17, then this Part B shall survive.
18. Repackaging
You agree that you 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. You agree that you will allow us and/or our duly
authorised representatives at any time to audit all such books, records, accounts and internal
accounting control system that may be relevant to your compliance with this clause.
19. General
Unless otherwise agreed in writing between the parties, nothing in this contract is intended to,
or shall be deemed to:

make you a distributor or agent for us or any of our affiliates;

establish any partnership or joint venture between the parties;

create a fiduciary relationship between us;

authorise you to make or enter into any commitments for or on behalf of us or any of our
affiliates; or

grant any right or licence to you in respect of our or any of our affiliates’ trade marks or
intellectual property.
We recommend you save or print out a copy of these terms and conditions for future
reference. You will find the valid version of these Standard Terms and Conditions of
Sale on http://www.bp.com/de_de/germany/Produkte-und-Services/agbs.html.
3
BP Europa SE
registered at the commercial register of the Local Court (Amtsgericht) of Hamburg under HRB 113611
Registered office:
Überseeallee 1, 20457 Hamburg