1. GENERAL TERMS & CONDITIONS. All sales and/or deliveries by Shell Canada Products (“Seller”) to the purchaser (“Customer”) of Seller’s products (“Products”) shall be subject to the general terms and conditions (“GT&Cs”) herein. These GT&Cs shall be binding on Customer upon receipt by Seller of Customer's first Product order. Any additional terms and conditions attached to Customer’s order for Products or subsequent submittal to Seller shall not bind the Seller to such additional terms and conditions unless Seller agrees in writing. These GT&Cs shall not be modified or supplemented orally or by any other document (including any document issued by Customer at any time) which has not been signed by a duly authorized representative of Seller. Notwithstanding the foregoing, in the event that Seller and Customer execute or have executed a definitive agreement concerning the sale of Products sold hereunder, the executed agreement shall govern in the event of any conflict with these GT&Cs.
  2. WARRANTY AND LIMITATIONS. Seller warrants that the Products will conform to Seller’s own specifications in effect at the time of delivery. Seller makes no other warranties or representations of any kind concerning the Products, whether for merchantability, fitness for any particular purposes or otherwise, and none shall be implied.
  3. CHANGE – DISCONTINUANCE. Seller may at any time, and in its sole discretion, change the grade, specifications, characteristics, delivery package, purchase price, brand name or other distinctive designation of any of the Products, and such Product(s) as so changed shall remain fully subject to these GT&Cs. Seller may at any time discontinue the sale of any of the Products at its plant or other place from which deliveries are ordinarily made.
  4. PRODUCT CLAIMS. Seller shall have no liability to Customer for any shortage in quantity or for any defect in quality of any Product delivered unless (a) Customer gives Seller notice of Customer’s claim within 48 hours after delivery of such Product, or in the case of any defect or latent defect in quality, within 48 hours after Customer’s discovery of such defect; (b) Seller is given reasonable opportunity to inspect the Product and to take and test samples thereof; and (c) in case of delivery by tank car or vessel, the claim, if for anything other than latent defect in quality, is allowed by Seller before the Product is unloaded from the tank car or vessel. Every notice of claim shall set forth fully the facts on which the claim is based.
  5. DELIVERIES, TITLE & RISK OF LOSS. Seller or its authorized distributors shall deliver the Products to Customer at Customer’s designated delivery point(s) in Canada as agreed to by Seller in a separate notice furnished to Customer. Seller may determine the method of transportation and the type of equipment in which such deliveries are made. For bulk Products title and risk of loss shall pass to Customer when the Products pass the fill tube connection into s Customer’s equipment. For drummed and packaged Products, title and risk of loss shall pass to Customer upon the unloading of such drummed or packaged Products from Seller’s transportation equipment. Orders for Products must meet at least the minimum quantities required by Seller. Upon Customer’s request; Seller may, in its sole discretion, agree to deliver Products to Customer in smaller quantities than the minimum required and such deliveries will be subject to additional fees payable to Seller by Customer.
  6. TAXES & CHARGES. Any tax (other than income tax), duty or other governmental charge now or hereafter imposed on the Products or on any raw material used in manufacturing the Products (or on Seller, or required to be collected or paid by Seller, by reason of the manufacture, transportation, sale or use of such Products or raw material) will be paid by Customer in addition to the purchase price.
  7. INSURANCE. Customer shall secure and maintain in effect any combination of primary general liability and excess liability coverage and any combination of automobile liability coverage for owned, hired, and non-owned automotive equipment, with a limit of liability of not less than $1,000,000 per occurrence, bodily injury and property damage combined, which shall include coverage for claims arising from Customer’s presence at the premises where delivery of Products sold hereunder is made onto or into Customer’s vehicle(s).
  8. PAYMENTS. The Customer shall pay for goods without discount, right of set-off or deduction except as expressly stated in these GT&C’s, and if at any time the financial responsibility of the Customer shall become impaired or unsatisfactory to the Seller or in the Seller's opinion inadequate to meet the obligations hereunder, cash payments or satisfactory security may be required. A failure of Customer to pay any amount when due may, at the option, of the Seller terminate further deliveries.
  9. PRICE. Seller will invoice Customer for all Products and/or services sold as shipped. Customer shall pay each invoice when due in accordance with Seller’s prices and terms in effect on the date of order without deduction, setoff, discount, allowance, notice or demand.
  10. LIABILITY. Liability for loss and damage to property and for bodily injury, including death and disease to any person, arising in connection with the Contract shall be determined in accordance with applicable law. Neither party shall be liable to the other party under or in connection with the Contract for: (i) loss of actual or anticipated profit; (ii) losses caused by business interruption; (iii) loss of goodwill or reputation; or (iv) any indirect, special or consequential cost, expense, loss or damage even if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Parties and whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.
  11. LIMITATION of LIABILITY. Notwithstanding anything to the contrary in this Contract, Seller’s and any of Seller’s affiliates’ total liability to Customer for any claim arising out of or in connection with this Contract for breach of contract, breach of warranty, breach of statutory duty or negligence (including but not limited to Seller’s negligence) or other tort, whether by virtue of strict liability or otherwise, will not exceed the purchase price of the relevant Product(s) if delivered, or if the above breach of Contract consists of a failure to deliver, the price of the Product had it been delivered and invoiced. In no event shall Seller’s and any of Seller’s affiliates’ total liability under this Contract to Customer exceed two hundred fifty thousand Canadian dollars (CDN$250,000.00).
  12. FORCE MAJEURE. Either Seller or Customer will be excused from its obligations under these GT&Cs (except financial) to the extent that performance is delayed or prevented by any circumstances reasonably beyond its control; or by fire, explosion, mechanical breakdown, strikes or other labor trouble, plant shutdown, riots or other civil disturbances, or voluntary or involuntary compliance with any law, regulation or request of any governmental authority; or by unavailability of or interference with Seller's usual sources of the Products or crude oils or other constituent materials, or by the usual means of transporting any of them (each a “Force Majeure”). When a Force Majeure Event results in a shortfall of Product available to meet all Seller’s supply obligations, Seller may apportion any reduced quantity of Product among itself and its customers and affiliates in any manner it determines to be fair and reasonable. Seller shall not be required to acquire Product to replenish any shortfall in Product arising as a result of a Force Majeure Event. Should Seller acquire any quantity of Product following a Force Majeure Event, Seller may use or distribute, without apportioning, such Product at Seller’s sole discretion. Customer may acquire any shortfall quantity of Product from other sources at Customer’s own risk and cost. Any quantity of Product consequently not delivered will be deducted from any applicable remaining quantity obligations under these GT&Cs unless the parties agree otherwise in writing. The party whose ability to perform its obligations under these GT&Cs is affected by a Force Majeure Event shall promptly notify the other party in writing with reasonable details of such event. The affected party shall give prompt notice to the non-affected party of the end of the Force Majeure Event, and shall resume full performance under these GT&Cs as soon as reasonably possible. No Force Majeure Event shall have the effect of extending the term of these GT&Cs or of terminating these GT&Cs unless agreed by the Parties in writing.
  13. ASSIGNMENT. These GT&Cs will not be assigned or delegated by Customer, in whole or in part, without Seller’s prior written consent.
  14. REMEDIES - WAIVER. In the event of Customer’s breach of any provision of these GT&Cs; or Customer’s default in payment of any indebtedness to Seller, whether under these GT&Cs or otherwise; or initiation of any bankruptcy, insolvency, receivership or other like proceeding by or against Customer; or Customer’s failure to comply with any federal, provincial or municipal law, ordinance, regulation, order, license or permit relating to the operations of Customer in connection with the Products; Seller shall have the right, in addition to any other rights or remedies it may have, to suspend deliveries hereunder or to terminate these GT&Cs by giving Customer notice. Seller's right to require strict performance of Customer’s obligations hereunder shall not be affected in any way by any previous waiver, forbearance, course of dealing, or trade custom or usage.
  15. NOTICES. Every notice hereunder shall be given in writing and shall be deemed given when deposited in the mail and directed to Seller or Customer (as the case may be) at its address specified in the document to which these General Terms and Conditions are attached, or at such other address as either may have substituted by notice so given to the other.
  16. GOVERNING LAW. This Contract and any dispute or claim of whatever nature arising out of or in connection with it will be governed by the laws of the province of Alberta without regard to its conflicts of laws principles. All disputes or claims shall be exclusively referred to and finally resolved by the courts of the Province of Alberta and Seller and Customer each waive any objection to such proceedings on the grounds of lack of personal jurisdiction, venue or inappropriate forum. Customer and Seller also waive any right to a trial by jury.
  17. RESALE. Customer shall not sell, nor offer for sale, Products purchased from Seller unless agreed to in writing by Seller.
  18. EXPORT. Seller assumes and Customer warrants that Products sold to Customer pursuant hereto are for ultimate use or consumption in Canada and are not for export.
  19. APPORTIONMENT OF SUPPLY. If Seller’s supply of any Products sold at the place from which deliveries thereof are usually made is, or will be, insufficient at any time for Seller to meet the requirements of its customers, contract or non-contract, which normally are, or would be, met from such place, then Seller will apportion deliveries to Customer and its other customers in accordance with its then current policy of apportionment or allocation of supply, without obligation on Seller’s part to supplement its supply at such supply point or to change its supply point for Customer or any other customer.
  20. PARTIAL INVALIDITY. If at any time any provision of these GT&Cs is or becomes illegal, invalid, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of t these GT&Cs in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of these GT&Cs in any other jurisdiction shall not be affected.
  21. ANTI-MONEY LAUNDERING. Each party agrees and undertakes to the other that, in connection with these GT&Cs, it is knowledgeable about and will comply with all laws, regulations, rules and requirements relating to anti-bribery or anti-money laundering applicable to its performance of these GT&Cs. Customer represents and warrants to Seller that its payments to Seller shall not constitute the proceeds of crime in the contravention of anti-money laundering laws. Seller may terminate this Product order immediately upon written notice to the Customer, if in its reasonable judgment supported by credible evidence, the Customer is in breach of any of the provisions of this clause and has failed to provide information demonstrating such compliance. Only the Customer shall pay the invoice from Seller. No party other than the customer shall pay the invoice without the prior consent of Seller.
  22. LANGUAGE. Parties to this Contract acknowledge and declare that they have requested and agreed to have this Contract, its schedules and all communications, invoices, receipts, notices and any other documentation ancillary and pertaining to its execution, interpretation and to the performance of any of their respective obligations arising from it drafted in the English language exclusively. Les parties à la présente convention reconnaissent et déclarent qu’elles ont requis et convenu que cette convention, ses annexes et toutes communications, factures, reçus, avis et autre documentation pouvant y être accessoire et reliée à son exécution, interprétation et à l’exécution de leurs obligations respectives en découlant, soient rédigés en langue anglaise exclusivement.

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