CAMBRIAN
FUELCARD SERVICE LIMITED
TERMS
AND CONDITIONS OF USE THE ACCOUNT HOLDER’S ATTENTION IS IN
PARTICULAR DRAWN TO THE PROVISION OF CONDITION 10.4. 1.
Interpretation
1.1 The definitions and rules of
interpretation in this condition apply in these conditions. Account Holder: the person, firm or
company whose account is held and maintained with the Company and who is
invoiced for the Products. Application Form: the application form
to which these conditions are attached and incorporated. Business
Day: any day which is not a Saturday,
Sunday or a bank or public holiday in England and Wales. Card: any card issued to
the Account Holder by the Company for the purpose of purchasing the Products. Card Holder: any person
authorised to use a Card under these conditions by the Account Holder. Company: CAMBRIAN FUELCARD SERVICES LIMITED Contract: any contract between
the Company and the Account Holder for the sale and purchase of the Products,
incorporating these conditions. Month: a period beginning on any date in a
calendar month and ending on the date which immediately precedes that date in
the following calendar month and “Monthly” has a corresponding meaning. PIN: a
personal identification number issued by the Company for use (where
appropriate) with a Card. Products: diesel, lubricants, petrol (where
appropriate) and shop goods to be supplied to the Card Holder by the Company. Service Establishments:
any service station or supplier of Products as nominated
from time to time by the Company. Writing:
and any similar
expression includes facsimile transmission and comparable means of
communication, but not electronic mail. 1.2 A reference to a particular law is a
reference to it as it is in force for the time being taking account of any
amendment, extension, application or re-enactment and includes any
subordinate legislation for the time being in force made under it. 1.3 Words in the singular include the plural
and in the plural include the singular. 1.4 A reference to one gender includes a
reference to the other gender. 1.5 Condition
headings do not affect the interpretation of these conditions. 2. Application
of terms 2.1 Subject to any variation under condition
2.3 the Contract shall be on these conditions to the exclusion of all other
terms and conditions (including any terms or conditions which the Account
Holder purports to apply under any purchase order, confirmation of order,
specification or other document). 2.2 No terms or conditions endorsed on,
delivered with or contained in the Account Holder’s purchase order,
confirmation of order, specification or other document shall form part of the
Contract simply as a result of such document being referred to in the
Contract. 2.4 The completion of an Application Form by
the Account Holder shall be deemed to be an offer by the Account Holder to
buy the Products subject to these conditions. 2.5 No Application Form submitted to the
Company by the Account Holder shall be deemed to be accepted by the Company
until a written acknowledgement of acceptance is issued by the Company. 2.6 Any Application Form submitted by an
Account Holder to the Company shall be accepted at the absolute sole
discretion of the Company. 3. Supply of Products 3.1 Subject
to the other provisions of these conditions, upon the presentation of a Card
the Card Holder will be entitled to purchase the Products from a Service
Establishment. 3.2 The
Card Holder will present the Card at the Service Establishment prior to
attempting to obtain the Products. 3.3 Whilst the Company will endeavour to supply the Products,
no warranty is given that any or all of the Products are available at any
Service Establishment. 3.4 The Account Holder and any Card Holders acknowledge that
the possession of a Card is purely for convenience and does not confer any
right on the Card Holder to receive Products. 3.5 A
Card Holder shall provide proof of identity at a Service Establishment and
shall comply with any particular instructions indicated at a Service
Establishment. A Card Holder shall sign any acknowledgment or receipt as
required by a Service Establishment. 4. Price 4.1 The Company reserves the right to charge
a fee to the Account Holder for the issue, replacement or renewal of any
Card. Details of such fees are available from the Company upon request. 4.2 If a Card is not used for a Month then a
charge of 50 (fifty) pence will be charged to the Account Holder. 4.3 The Company will invoice the Account
Holder for all Products supplied in accordance with a Card at the price
quoted by the Company. Details of the Price of the Products are available
from the Company upon request. 4.4 The price for the Products shall be
exclusive of any value added tax or other taxes, duties, levies, charges,
surcharges, assessment or impositions where applicable, all of which amounts
the Account Holder shall pay in addition when it is due to pay for the
Products. 5. Payment 5.1 The Company will send the Account Holder
an invoice for the Products drawn by Card Holders on a weekly or fortnightly
basis. 5.2 Subject
to condition 5.6 below, payment will be made according to the following conditions; 5.2.1 Products purchased with a Card within the
first two weeks of a Month are payable on the last day of a Month; and 5.2.2 Products purchased with a Card during the
remainder of a Month are payable on the 15th day of the following
Month. 5.2.3 If a payment date specified under
conditions 5.2.1 or 5.2.2 above is not on a Business Day then the direct
debit payment shall be made on the Business Day immediately foregoing the
payment date as specified in conditions 5.2.1 or 5.2.2 above. 5.3 Time for payment shall be of the
essence. 5.4 In order to comply with the direct debit
requirement the Account Holder shall at all times; 5.4.1 maintain a bank account capable of
accepting direct debits; 5.4.2 keep the Company provided with a valid
direct debit mandate against such account; and 5.4.3 ensure that every direct debit properly
made against such account is duly met. 5.5 No payment shall be deemed to have been
received until the Company has received cleared funds. 5.6 A credit limit shall be applied to the
Account Holder’s account. The Account Holder will not exceed its credit
limit. If this clause 5.6 is breached immediate payment in full will be taken
by direct debit if an Account Holder exceeds its agreed credit limit. 5.8 The Account Holder shall make all
payments due under the Contract in full without any deduction whether by way
of set-off, counterclaim, discount, abatement or otherwise unless the Account
Holder has a valid court order requiring an amount equal to such deduction to
be paid by the Company to the Account Holder. 5.9 If the Account Holder fails to pay the
Company any sum due pursuant to the Contract, the Account Holder shall be
liable to pay interest to the Company on such sum from the due date for
payment at the annual rate of 5 % above the base lending rate from time to
time of HSBC Bank plc accruing on a daily basis until payment is made,
whether before or after any judgment. The Company reserves the right to claim
interest under the Late Payment of Commercial Debts (Interest) Act 1998. 5.10 If the Account Holder fails to pay the
Company any sum due pursuant to the Contract, the Company is entitled to
place an instant stop on any Card issued without notice. 5
(five) Business Days are required to remove a Card from the stop list should
the Company require such action. 5.11 All
payments due shall be made by direct debit in accordance with the Bank Direct
Debit mandate signed by the Account Holder when entering the Contract.
If a direct debit is returned unpaid then the Company will
charge the Account Holder an administration fee of £20 plus VAT. The Company
shall be entitled to place any Card issued on stop and prevent its further
use until payment is received in full. 5.12 Any
query concerning an invoice raised by the Company must be received in Writing
within 30 days of the date of issue. The Account Holder shall be deemed to
have agreed and accepted the terms of any invoice upon the expiry of 30 days
from the date of issue. 5.13 The
Company shall be entitled to seek reimbursement of any costs incurred by the
Company for recovering any sums due from the Account Holder. 6. Card
usage and Cancellation 6.1 The Account Holder will ensure that each
Card Holder uses any Card issued by the Company in accordance with these
conditions. 6.2 The Cards shall at all times remain the
property of the Company and must be returned upon the Company’s request. 6.3 Every Card issued by the Company shall
contain an expiry date. The Card Holder shall not use a Card beyond its
expiry date. 6.4 Each Card Holder shall use its best
endeavours to prevent the fraudulent use or theft of any Card issued by the
Company (including but not limited to Cards not being left in an unattended
vehicle). 6.5 The Account Holder shall be entitled to
cancel any Card issued under the Contract by providing not less than one Months Written notice to the
Company and returning the Card cut in half. 6.6 The
Company in its absolute discretion shall be entitled to cancel or refuse to
replace any Card issued at any time, without notice. 6.7 The
Account Holder shall remain liable for any transactions made with a Card
during a Contract and after its cancellation. 7. Termination 7.1 The Account Holder shall be entitled to terminate the Contract at
any time by giving not less than one Months’ Written notice to the Company. 7.2 The
Company shall be entitled to terminate the Contract forthwith at any time
upon advising the Account Holder of the same. 7.3 Upon the
termination of the Contract for any reason every Card issued under the
Contract must be immediately returned to the Company cut in half. 7.4 Either party may (without limiting any
other remedy) at any time terminate the Contract by giving Written notice to
the other if the other commits any breach of these conditions and (if capable
of remedy) fails to remedy the breach within 30 days after being required by
Written notice to do so, or if the other goes into liquidation, becomes
bankrupt, has a receiver appointed, makes a composition or voluntary
arrangement with its creditors or enters administration, or a moratorium
comes into force in respect of the other (within the meaning of the
Insolvency Act 1986). 8. Card Security 8.1 The
Account Holder is responsible for the safekeeping of any Cards issued under
the Contract and for their correct use by Card Holders in accordance with
these conditions. 8.2
If a Card is lost, stolen, mislaid,
mutilated, wilfully damaged, fraudulently reproduced or not received when due
or a Card Holder suspects someone is aware of its PIN the Card Holder must
immediately notify the Company in accordance with condition 8.4 below. Any
such notice must be confirmed in Writing. 8.3
After the Company has been notified
in Writing in accordance with condition 8.2 above it will in its discretion
and upon the request of the Account Holder provide a replacement Card. 8.4
8.4.1 The
Account Holder will be liable for payment for any Products acquired by use of
a Card issued to it at any time during the period from the time of issue of
the Card until the Contract is cancelled or use of that Card suspended. 8.4.2 The
Account Holder is required to give 3 Business Days notice in Writing to
cancel a Card and shall remain liable for all transactions made with a Card
during this period. 8.4.3 Any
notice given in accordance with clause 8.4.2 must be made in Writing before
12.00 p.m. during the course of a Business Day. Any notice given outside such
hours will be deemed to have been given at the commencement of the next
Business Day. 8.5
If any Card which has been reported
missing is subsequently retrieved it shall be returned forthwith to the Company. 8.6
The Account Holder will provide the
Company with a full written statement as to the circumstances surrounding any
loss, theft or misuse of a Card and the Company may in its absolute
discretion disclose any such information as it deems necessary. 9. PIN
Numbers 9.1 The Company may allocate a PIN to a
Card. 9.2 Access
to the purchase of Products will be controlled by the use of the PIN. 9.3 The Account Holder shall ensure the
security and proper use of the PIN. 9.4 The Account Holder shall procure that a
Card Holder shall notify the Company immediately if they have reason to
believe that the PIN has been disclosed, known or used by any unauthorised
person. 9.5 If any Card Holder forgets a PIN the
Account Holder should send a written request to the Company for a new PIN. 10. Limitation of Liability 10.1 The following provisions set out the
entire financial liability of the Company (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to the
Account Holder in respect of: (a) any breach of these conditions; (b) any use made or resale by the Account
Holder of any of the Products, or of any product incorporating any of the
Products; and (c) any representation, statement or tortious
act or omission including negligence arising under or in connection with the
Contract. 10.3 Nothing
in these conditions excludes or limits the liability of the Company: (a) for death or personal injury caused by
the Company’s negligence; or (b) under section 2(3), Consumer Protection
Act 1987; or (c) for any matter which it would be
illegal for the Company to exclude or attempt to exclude its liability; or (d) for fraud or fraudulent
misrepresentation. 10.4 Subject
to condition 10.2 and condition 10.3; (a) the Company’s total liability in
contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to
the Contract price; and (b) the Company shall not be liable to the
Account Holder for any pure economic loss, loss of profit, loss of business,
depletion of goodwill or otherwise, in each case whether direct, indirect or
consequential, or any claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with the Contract. 11.
Assignment 11.1 The Company may assign the Contract or
any part of it to any person, firm or company. 11.2 The Account Holder shall not be entitled
to assign the Contract or any part of it without the prior written consent of
the Company. 12. Force Majeure The
Company reserves the right to defer the date of delivery or to cancel the
Contract or reduce the volume of the Products ordered by the Account Holder
(without liability to the Account/Card Holder) if it is prevented from or
delayed in the carrying on of its business due to circumstances beyond the
reasonable control of the Company including, without limitation, acts of God,
governmental actions, war or national emergency, acts of terrorism, protests,
riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes
or other labour disputes (whether or not relating to either party's
workforce), or restraints or delays affecting carriers or inability or delay
in obtaining supplies of adequate or suitable materials, provided that, if
the event in question continues for a continuous period in excess of 180
days, the Account Holder shall be entitled to give notice in Writing to the
Company to terminate the Contract. 13 General 13.1 Each right or remedy of the Company under
the Contract is without prejudice to any other right or remedy of the Company
whether under the Contract or not. 13.2 If any provision of the Contract is found
by any court, tribunal or administrative body of competent jurisdiction to be
wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity, voidness,
voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provision
shall continue in full force and effect. 13.3 Failure or delay by the Company in
enforcing or partially enforcing any provision of the Contract shall not be
construed as a waiver of any of its rights under the Contract. 13.4 Any waiver by the Company of any breach
of, or any default under, any provision of the Contract by the Account Holder
shall not be deemed a waiver of any subsequent breach or default and shall in
no way affect the other terms of the Contract. 13.5 The Company reserves the right to vary
the terms of the Contract at any time and such variation shall take immediate
effect. 13.6 The parties to the Contract do not intend
that any term of the Contract shall be enforceable by virtue of the Contracts
(Rights of Third Parties) Act 1999 by any person that is not a party to it. 13.7 The formation, existence, construction,
performance, validity and all aspects of the Contract shall be governed by
English law and the parties submit to the exclusive jurisdiction of the
English courts. 14. Communication 14.1 All communications between the parties
about the Contract shall be in Writing and delivered by hand or sent by
pre-paid first class post or sent by fax: 14.1.1 (in case of communications to the Company)
to its registered office or such changed address as shall be notified to the
Account Holder by the Company; or 14.1.2 (in the case of the communications to the
Account Holder) to the registered office of the addressee (if it is a
company) or (in any other case) to any address of the Account Holder set out
in any document which forms part of the Contract or such other address as
shall be notified to the Company by the Account Holder. 14.2 Communications shall be deemed to have
been received: 14.2.1 if sent by pre-paid first class post, two
Business Days after posting (exclusive of the day of posting); or 14.2.2 if delivered by hand, on the day of
delivery; or 14.2.3 if sent by fax on a Business Day prior to
4.00 pm, at the time of transmission and otherwise on the next Business Day. 14.3 Communications addressed to the Company
shall be marked for the attention of the Managing Director. |