Fleet Management Cards
Terms and Conditions
Use of the enclosed Petro-CanadaTM SuperPassTM Credit Card ("SuperPass Card") issued by Suncor Energy Products Partnership (Suncor) is subject to the following terms and conditions and the party named on the SuperPass Card (the "Customer") agrees that use of the enclosed SuperPass Card is deemed to be acceptance of such terms and conditions by the Customer.
- PRODUCT PURCHASES, QUANTITY AND PRICE
Suncor shall sell or cause to be sold to the Customer, and the Customer agrees to purchase from Suncor or its dealers or agents, at authorized Petro-Pass sites and retail outlets ("Suncor fuelling facilities") and by use of the SuperPass Card, an annual quantity of automotive fuel based upon the Customer's estimated monthly purchases. The price for automotive fuel purchased by the Customer at authorized retail outlets shall be the price indicated on the pump for the grade purchased at the time and place of purchase less the approved discount then in effect, if any. The price for automotive fuel purchased at authorized Petro-Pass sites shall be Suncor's price in force for the Customer for the grade purchased at the time and place of purchase. The price for goods and services purchased by the Customer shall be the posted price at the time and place of purchase. All applicable Federal and Provincial sales and goods and services taxes are included in the price. Volume and/or market based pricing/discounts may be periodically adjusted to reflect the quantities actually being purchased by the Customer.
Suncor assumes no liability for the failure of any SuperPass Card to be honoured at any time.
- PAYMENT TERMS AND LINE OF CREDIT
As part of Suncor’s internal requirement, a line of credit is established for Customers based on the estimated purchases provided by the Customer to Suncor on the application. The Customer does not request a line of credit. Depending on the usage by the Customer, the balance of the account could exceed the line of credit. Suncor may change the line of credit at anytime without notifying the Customer in advance.
The Customer agrees to pay Suncor the full amount of all purchases of fuel, goods and services, including all applicable federal and provincial sales and goods and services taxes, in respect of which the SuperPass Card has been used, together with a credit charge thereon, as applicable.
Should the Customer not provide payment in full of the indebtedness in accordance with these Terms and Conditions and their statement, Suncor is entitled to debit the Customer's account for the amount of any discount provided to the Customer by Suncor for the period of the indebtedness, or cease offering or discontinue any discount that the Customer receives or may receive from Suncor on purchases made using the SuperPass Card.
For accounts on monthly billing, if full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a rate of 2% per month (24% per annum nominal rate compounded monthly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on the Customer’s next statement.
For accounts on weekly billing, if full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a daily rate of 0.06575% (24% per annum nominal rate compounded weekly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on the Customer’s next statement.
- CHANGES TO PRICE, CREDIT TERMS AND CONDITIONS
Without limiting the generality of the foregoing, Suncor reserves the right to modify the credit terms or change any price/discount from time to time in accordance with these Terms and Conditions.
- RESPONSIBILITY FOR LOST OR STOLEN CARDS
The Customer is responsible for the care, control and safekeeping of all Cards, keeping the personal identification number (PIN) confidential and ensuring that the PIN is kept separate from the Card at all times. In the event that the SuperPass Card is lost or stolen, the Customer shall immediately notify Suncor (by contacting Suncor’s Customer Service network at 1-800-668-0220) and the police. The Customer shall be under no liability in respect of purchases made with the Card subsequent to the time of call or actual receipt of written notification by Suncor, but the Customer shall in all circumstances be liable for all purchases made prior to the time of call or actual receipt of such written notification by Suncor.
- RESPONSIBILITY FOR DISCREPANCIES ON INVOICES AND STATEMENTS
As the Customer remains responsible for any and all purchases on its SuperPass card(s), as described in Section 6, the Customer must be diligent in its review and monitoring of its statements. If the Customer finds any discrepancy, irregularity or inaccuracy of any kind in the purchases made on the customer’s SuperPass card and displayed on its statement, the Customer shall notify Suncor by phone or in writing within sixty (60) days from the purchase date shown on the statement. Where any such discrepancy, irregularity or inaccuracy is not brought to the attention of Suncor within such sixty (60) day period, Suncor will not agree to deal with any of such transactions and the Customer shall remain responsible for all of such purchases on its SuperPass Card.
- CUSTOMER LIABILITY
The Customer is responsible for all indebtedness resulting from the authorized or unauthorized use of the SuperPass Cards. The Customer remains responsible and agrees to pay for all purchases made on or with the SuperPass Card regardless of whether the line of credit has been exceeded or not, and regardless of whether or not such purchases were made under the authority (express or implied or ostensible) of the Customer, or whether the purchases were made on a SuperPass Card that was active or dormant, provided that in the case of loss, misplacement, theft or misuse of the SuperPass Card such responsibility shall cease upon receipt by Suncor of notice from the Customer in accordance with clause 4.
Suncor will use reasonable commercial efforts to ensure that all of its associates adhere to the purchasing restrictions and limit restrictions on a SuperPass Card. However, it is understood and agreed by the Customer, that these restrictions are for the Customer’s convenience only, and Suncor cannot be held and is not responsible for purchases exceeding these restrictions.
The Customer undertakes and agrees with Suncor that it shall at all times during the continuance of this Agreement, observe and perform, all the terms and conditions set out in this Agreement, including without limitation, the following:
(1) to reimburse Suncor all costs and expenses (including, without limitation, legal fees on a full indemnity basis) which Suncor may pay, incur or sustain in relation to any action taken to enforce the terms or conditions of this Agreement against the Customer.
Where the Customer has incurred any liability to Suncor whether under this Agreement or under any other Agreement entered into between Suncor and Customer, Suncor shall be at liberty and with notice to the Customer to set-off the amount of such liability against any sum of monies due to the Customer.
- CONSENT AND DISCLOSURE
Customer agrees that Suncor may collect and exchange credit and other information from recognized credit bureaus and other credit grantors for the purposes of ongoing credit investigations, monitoring credit status, and in the event the account is not paid as agreed, Suncor may report the customer’s liability for and the status of the account to credit bureaus and others who may lawfully receive such information.
Customer also agrees that, from time to time, and in the event that the customer is a non-incorporated business, is a sole-proprietor, partner or partnership that consumer reports containing credit information on the individual may be requested from and received from credit reporting agencies.
- CANCELLATION AND RESTRICTION OF USE OF CARD
The SuperPass Card, including any renewal or replacement card, shall be valid until the date appearing thereon unless it has been previously cancelled. The Customer shall not, in any way, issue, resell or provide the SuperPass Card to a third party without the consent of Suncor. Notwithstanding any of these Terms and Conditions, Suncor may, acting reasonably, cancel the SuperPass Card at any time. Use of the SuperPass Card after the SuperPass Card has been cancelled as aforesaid is illegal and fraudulent. Upon cancellation of the SuperPass Card for any reason, the entire balance of the Customer's indebtedness shall, at Suncor's option, become immediately due and payable notwithstanding the provisions of clause 2. The SuperPass Card is and remains the property of Suncor and shall be surrendered on demand. Suncor may revoke the Customer’s right to use the SuperPass Card with or without cause and without giving notice to the Customer.
In the event that Suncor is limited, for whatever reason, in its ability to supply automotive fuel to any or all its facilities or to the market, and without being required to declare it an event of force majeure, Suncor reserves the right to place purchase limits on the amount of automotive fuels that the Customer is entitled to purchase from Suncor, including no fuel at all.
In the event the account remains inactive for such a time as we may determine, no replacement or renewal Cards will be issued. We may close your account and we may request the Customer to reapply for a new account
- USE OF FACILITIES
The Customer shall use Suncor's fuelling facilities only for the fuelling of properly licensed vehicles used for commercial, industrial or governmental purposes, and for the purchase of goods and services. The Customer shall be familiar and comply with, and shall ensure that its employees, servants and agents are familiar and comply with, all applicable automotive fuel handling laws, regulations and rules of any government or government agency, or safety and operating rules and procedures of Suncor as posted at Suncor's fuelling facilities. The Customer shall ensure that each of its employees, servants and agents who may use the SuperPass Card issued to Customer has been instructed in the safe operation of a Suncor fuelling facility and the proper response to automotive fuel handling emergencies, including the location and use of fire extinguishers and emergency telephone numbers.
The Customer and its employees, servants and agents shall use Suncor's fuelling facilities and enter upon the lands at the fuelling facilities entirely at their own risk.
The Customer shall be responsible for and indemnify and save harmless Suncor, its directors, officers, employees, servants, agents, retailers, representatives, successors and assigns (the "Indemnitees") from any and all loss, liability, damage, cost, claim, expense, suit or action (including without limitation, environmental remediation costs, damage to or destruction of any of Indemnitee’s property, damages to property of others, death or injury of any of the Indemnitees or any third parties, and legal costs) which any of the Indemnitees may sustain or become subject to as a result of any damage to property (including automotive fuel and other property owned by Suncor and property owned by others) or injury to person or persons arising out of or in connection with the Customer's use of any of Suncor's fuelling facilities or the Customer's entry upon or use of the lands at any of Suncor's fuelling facilities except where shown to have been caused by the negligence or willful misconduct of Suncor or its employees.
The Customer shall, without limiting its liability hereunder, obtain, pay the premiums on and keep in force so long as the SuperPass Card issued to the Customer is valid, such general liability insurance as may be required by applicable automotive fuel handling laws or as a prudent businessman would obtain to cover losses for which the Customer may be responsible as set out above.
- FORCE MAJEURE
Neither party will be liable in damages or otherwise for failure to carry out the terms and conditions of this Agreement, in whole or in part, whether caused directly or indirectly by, or in consequence of, fire, storm, flood, war, rebellion, insurrection, riot, civil commotion, strike, differences with workers or others, failure of carriers to transport or furnish facilities for transportation, perils of navigation, impairment of supplies of Suncor, or its facilities or production, manufacture, transportation or distribution, or a shut down or temporary closure of its facilities for any reason whatsoever, or any unsafe condition of the loading or unloading facilities at a supply or delivery point, or the inability for any reason to obtain materials used in the manufacture of the automotive fuels, or governmental or other authority whether pretended or real, or by any cause whatsoever beyond the control of either party, except financial, whether similar to or dissimilar from the causes enumerated herein, provided that nothing herein contained will relieve the Customer of the obligation to pay for the automotive fuel or goods and services sold to and purchased by the Customer.
In the event that Suncor is excused from carrying out its obligations or is restricted in its ability to supply the Customer and other purchasers by virtue of the terms and conditions of the preceding paragraph, Suncor may apportion supply among orders received or anticipated from the Customer and from other purchasers in such just and equitable manner as Suncor may determine, without obligation on Suncor’s part to supplement its supply at such place or to change its supply point for the Customer or any other customer.
- FEES AND HANDLING CHARGES
A handling charge will be assessed for any cheque dishonoured by the Customer's financial institution.
In jurisdictions where Suncor is not prohibited by law from charging for individual invoice/statement copies requested by the Customer, Suncor reserves the right to charge a fee. If the Customer requires a paper copy of a statement or invoice, a fee of $5.00 per individual copy will be charged to the Customer’s SuperPass account.
- OTHER PROVISIONS
Customer hereby represents, warrants and covenants that it is domiciled in Canada and that credit extended under this credit program will be used only for business purposes and not for personal, consumer or household purposes.
Waiver by either party of any breach of any term or condition herein contained shall not be considered to be a waiver of any subsequent breach of the same or any other term or condition.
These terms and conditions cancel and supersede all other previous SuperPass Card, Petro-Pass Card or Petro-Canada Commercial Fleet Credit Card agreements or terms and conditions as agreed to by the parties hereto.
Suncor may, upon at least one (1) month's notice to the Customer, vary the terms and conditions hereof, but the Customer shall remain responsible for all indebtedness notwithstanding any such variations.
Use of the SuperPass Card after the effective date contained in Suncor's notice will be deemed to be acceptance by the Customer of such new terms and conditions as of such effective date.
All notices required by these terms and conditions shall be in writing (save and except notice required to be given under clause 4, which shall in addition be immediately given by telephone) and may be given to the Customer by personal service, or to either the Customer or Suncor by letter, and in the case of a letter such notice shall be deemed conclusively to have been given and received on the third business day following the day on which the letter has been mailed in the post office, addressed to the party to whom the same is intended at the address provided or at such other address as may have been substituted therefore by proper notice hereunder. The Customer shall promptly notify Suncor of any change of Customer's address.
These terms and conditions, save as herein provided, shall enure to the benefit of and shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto. The Customer shall not assign or transfer in any way the SuperPass Card or its rights or obligations hereunder, in whole or in part.
In the event that more than one person is named as Customer on the SuperPass Card, all obligations of the Customer contained herein shall be construed as being joint and several obligations of each such named person, and, when the context herein so requires or permits, the singular number will be read as if the plural were expressed and the masculine gender as if the feminine or neuter, as the case may be, were expressed.
The terms and conditions printed on the SuperPass Business Credit Card Application and on the SuperPass Card form part of the terms and conditions of this agreement.
This Contract shall be governed by and construed under the Laws of the Province of Ontario, including the Laws of Canada of general application therein (individually or collectively “Governing Law”), without regard to conflicts-of-laws principles that would require the application of any other law. Any action arising out of or relating to this Contract shall be brought in the appropriate Ontario court in the City of Toronto (“Court”). The Parties agree to irrevocably attorn to the exclusive jurisdiction of such Governing Law and Court.
Any terms and conditions of this agreement or parts thereof not valid by virtue of any applicable legislation shall be null and void and severable, but the remainder of the terms and conditions shall be of full force and effect.
The parties declare that they have requested, and do hereby confirm their request, that this Agreement and all notices and other documents to be given or executed pursuant hereto be in English only. Les parties déclarent et confirment qu'elles ont exigé que les présentes ainsi que tous les avis et autres documents à être donnés ou exécutés en vertu des présentes soient rédigés en anglais seulement.
Addendum Regarding Use of SuperPass Card at Participating U.S. Truckstops
Use of the SuperPass Card by the Customer at participating truckstops in the United States is subject to the foregoing terms and conditions and to the following additional terms and conditions and the Customer agrees that use of the SuperPass Card is deemed to be acceptance of such terms and conditions.
The parties acknowledge that U.S. federal and state consumer protection and consumer credit laws are not applicable for this agreement (including this Addendum), or the transactions covered by this agreement (including this Addendum).
Provided the Customer's credit is at all times in good standing with Suncor, Suncor shall contract with diesel fuel suppliers in the United States for the acceptance of the SuperPass Card for the sale of diesel fuels and related products and services at such participating suppliers.
For the purpose of this Addendum, Suncor shall cause the diesel fuels and other products and services to be sold to the Customer as long as the Customer's billing for purchases does not exceed the applicable line of credit for the Customer. Suncor has the right to terminate this Addendum on verbal or written notice to the Customer.
Each SuperPass Card remains the property of Suncor and is valid for use in the United States until the termination of this Addendum. Suncor shall not be responsible for the SuperPass Card not being accepted at a participating U.S. outlet for any reason.
Customer shall be liable for and agrees to pay Suncor the purchase price for all diesel fuels and other products and services purchased pursuant to this Addendum through use of each SuperPass Card, plus a transaction fee as determined by Suncor from time to time, regardless of whether or not such purchases were made under the authority, express, implied or ostensible of the Customer, unless and until notice is received by Suncor in accordance with this agreement.
Suncor shall provide a statement to the Customer on a weekly basis for purchase of diesel fuels and other products and services for each SuperPass Card issued hereunder.
If full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a daily rate of 0.06575% (24% per annum nominal rate compounded weekly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on Customer’s next statement. Before the use of the SuperPass Card in the United States, the Customer shall elect whether the Customer wishes to be billed by Suncor in U.S. currency or Canadian currency. Customer will be billed in the currency so elected, provided that the Customer may change its election of currency upon thirty (30) days prior written notice to Suncor. Currency conversion rates shall be as determined by Suncor from time to time in its sole discretion.
Any diesel fuels or other products provided and services performed in relation to the SuperPass Card by a participating U.S. outlet are provided or performed by it as an independent contractor and not as an agent, servant, or employee of Suncor and, without limiting the generality of the foregoing, Suncor does not warrant the diesel fuels or other products or services purchased by the Customer from the participating truckstop.
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