Any act of sale or purchase concluded with our company implies the buyer’s unconditional acceptance of the clauses and conditions of sale outlined below.

Any printed mention on documents issued by our Customers is valid only if it is the subject of a specific clause included in our order confirmation.

Delivery of Goods

Any claim by the Customer regarding delivered or collected products will only be considered if made at the time of delivery or collection. The delivery or collection of products without reservation by the Customer covers any apparent defects and/or missing items.

The transfer of risk for delivered products takes place as soon as ACTIOIL or its service provider enters the Customer’s site.

In the case of collection by the Customer or one of its representatives, the transfer of risk occurs when the products are loaded onto the vehicle of the Customer or their representative. The Customer or their representative is solely responsible for ensuring that the transport means comply strictly with applicable regulations.

Prices and Payment

The selling prices and payment terms are agreed upon with the Customer at the start of the business relationship. Price updates are made based on an annual review, but ACTIOIL reserves the right to increase this frequency in response to any event deemed to justify it. In such cases, the Customer will be subject to the new prices within 30 days of their notification by ACTIOIL.

Any payment not made by its due date will result in the immediate demand for the total outstanding amount owed by the Customer and the cancellation of payment terms. The costs incurred for amicable or judicial recovery of the debt, or any costs resulting from non-payment, including bank charges invoiced to ACTIOIL, shall be borne by the debtor. In such cases, ACTIOIL reserves the right to be released from all obligations towards the Customer, regardless of the nature of the agreements concluded with the latter.

Goods remain the full property of ACTIOIL until full payment of the corresponding invoices. In the event of non-payment, the goods must be returned to ACTIOIL’s warehouses indicated on the delivery note, at the expense, risk, and peril of the Customer.

In case of late payment, the Customer will be charged, without prior notice, late payment interest from the due date until full payment, calculated at the interest rate applied by the European Central Bank for its most recent refinancing operation, increased by 10 percentage points.

In the event of bankruptcy, incapacity, company restructuring, or any change in the buyer’s situation jeopardizing their solvency, we reserve the right to terminate all current agreements.

Additionally, it is expressly agreed that in case of issues with invoice payments issued by ACTIOIL, future deliveries will require cash payment via bank check before unloading.

Guarantees

For any reason, particularly in the event of the buyer’s death, sale, management transfer of their business, company dissolution, judicial liquidation, or bankruptcy, ACTIOIL reserves the right to request effective payment guarantees, even during the term of a supply contract. The contract will then be suspended until such guarantees are provided by the buyer. In this case, undelivered quantities during the suspension period may, at our discretion, be canceled, delivered, or postponed.

All ACTIOIL products are delivered with a manufacturing reference on each package. Each production batch undergoes rigorous technical controls to verify and validate product quality. In the event of a dispute regarding product quality, ACTIOIL will provide the Customer with control analyses corresponding to the disputed product.

Any defective product will be replaced free of charge by ACTIOIL if the product’s expiration date has not been exceeded and if storage and usage conditions have been respected. ACTIOIL’s guarantee is strictly limited to the replacement of proven defective products without any further liability on its part.

Customer Commitments

The Customer must review the safety instructions detailed on the safety data sheet for each ACTIOIL product before making a purchase. Any order for ACTIOIL products implies the Customer’s full knowledge of the risks associated with their use, and such risks cannot form the basis of a later claim.

The Incoterms for delivering ACTIOIL products are listed on delivery notes and must be specified on the purchase order.

The use of ACTIOIL products is subject to compliance with specific usage procedures tailored to each application. Depending on the application, the end user must consult local authorities regarding applicable duties and taxes for which they may be liable. ACTIOIL cannot be held responsible for any failure by a user to declare such liabilities.

The safety instructions, labeling, and various distribution agreements contracted by ACTIOIL require that the delivered goods remain in the original destination country specified on the Customer’s purchase order. ACTIOIL products are delivered directly to the recipient indicated by the Customer on the purchase order. The goods may not, under any circumstances, be exported to another country without written authorization from ACTIOIL.

Any modification of the original packaging or labeling of ACTIOIL products is strictly prohibited. Any violation incurs the responsibility of the person making such changes, both legally and fiscally.

Force Majeure

Neither party can be held liable for a failure, delay, or omission in the full or partial execution of an order resulting from a force majeure event.

Force majeure events include, but are not limited to, wars, strikes, frost, fires, storms, floods, and epidemics. Force majeure releases the affected party from its contractual obligations only to the extent and for the duration of the impediment. Any order that cannot be fulfilled for more than thirty (30) calendar days may be canceled in writing by the more diligent party, without compensation.

Jurisdiction

In the event of a dispute, the Courts of the jurisdiction where ACTIOIL’s Head Office is located shall have exclusive competence.