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. 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.
  3. PRODUCT CHANGE OR 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 promptly after delivery of such Product, or in the case of any defect or latent defect in quality, promptly 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 last flange of the storage facility during loading. 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. Seller may, in its sole discretion, make delivery in smaller quantities and may charge Customer additional fees in connection with urgent order, small order, left-on-board, and cancelled deliveries.
  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. Each party agrees to maintain insurance as required by applicable law. To the extent permitted under applicable law, Seller will maintain the option to self-insure.
  8. INVOICING, PAYMENT, AND CREDIT. The Customer shall pay each invoice without deduction, setoff, discount, allowance, notice or demand in Canadian dollars by direct debit or electronic wire transfer. Unless otherwise agreed, all payments will be due 30 days from the date of delivery. If Customer fails to pay any indebtedness to Seller, Seller may, in addition to any other remedies, postpone or withhold the supply of Product, change payment terms, or terminate by written notice to Customer.
  9. INDEMNITY. Liability shall be determined in accordance with applicable law.
  10. LIMITATION of LIABILITY. Notwithstanding anything to the contrary in these GT&Cs, nothing herein should be interpreted to induce or require seller to act or refrain from acting in any manner which is inconsistent with, penalized, or prohibited under trade control laws. Seller’s and any of Seller’s affiliates’ total liability to Customer for any claim arising out of or in connection with the sales and/or deliveries of Products to which these GT&Cs apply will not exceed the purchase price of the relevant Product(s) if delivered, or if the claim consists of a failure to deliver, the price of the Product had it been delivered and invoiced. No party (even if negligent) will be liable to the other party for loss of production, loss of use, loss of profit, loss from business interruption, loss of business, loss of goodwill or reputation, or wasted expenditure or for any indirect, special or consequential or punitive cost, expense, loss or damage of any kind.
  11. IP RIGHTS. “IP Right” means any Seller trade mark, and any patent, copyright and database right, right in know-how, moral right, or other similar right in any country in connection with Products, or any literature, manual, material or information supplied in connection with Products, in each case whether or not registered, and any application for registration of any of the above, and all rights to apply to register any of the items above. All IP Rights relating to Products, and any branded materials or literature Seller provides to Buyer in connection with the Products, will remain the property of Seller or its relevant affiliate. These GT&Cs do not grant Customer or any of its affiliates any interest in IP Rights of Seller or its affiliates. Seller warrants that, to its knowledge, the sale and intended use of the Products will not infringe any valid United States or Canadian patent owned by a third party.
  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 crude oils or other constituent materials, or by the usual means of transporting any of them (each a “Force Majeure Event”). 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 at its registered business address.
  16. GOVERNING LAW. These GT&Cs 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, and 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 cannot supply all of Customer’s needs during apportionment or allocation of supply, Customer may purchase from alternative sources, without breach of contract, in order to support their requirements, until apportionment has been ended by Seller.
  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. HSSE. Seller will issue health and safety data sheet for Products. Customer will disseminate that information to all persons, including Customer employees, contractors, and customers, as required by applicable law and all persons reasonably known who may be exposed to those Products. Customer may obtain additional health and safety data sheets by contacting Seller or at http://www.epc.shell.com
  23. LANGUAGE. Parties to these GT&Cs acknowledge and declare that they have requested and agreed to have these GT&Cs, 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.
  24. COUNTERPART. These GT&Cs may be executed electronically and delivered (including by facsimile transmission or electronic pdf) in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed, collectively, one agreement.

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