The Universal Fleet Card Terms and Conditions (the "Agreement") is entered into, by and between Quality Oil Co., LLC. and the entity that signed the Application as"Company" for the establishment of a Fleet Card Program. This Agreement supersedes any previous and lil1e agreements with Company.
1. EFFECTIVE DATE. The Agreement shall not become effective until Quality Oil Co., LLC. has 1) approved the credit worthiness of Company and 2) approved this Application. The "Effective Date" of this Agreement shall be the date signed by Company.
2. SCOPE OF FLEET CARD PROGRAM. The "Fleet Card Program" includes transaction processing, reporting and payment systems with respect to purchases of motor fuels and other products and services by commercial and government organization fleet vehicle operations. Upon approval, as Indicated above, Quality Oil Co., LLC. will issue Cards and establish related Accounts for Company, and those of Its subsidiaries or affiliates that Company may designate to Quality Oil Co., LLC. in writing while this Agreement Is In effect and that Quality Oil Co., LLC. approves as participant(s) (known here after as
"Participant" and "Participants"). Company shall furnish a list, in writing, to Quality Oil Co., LLC. designating such Participant(s) and legal business names, if business activities are conducted under a name other than Company's. Company shall have the right to exclude any Participant from the Fleet Card Program upon written notice to Quality Oil Co., LLC. Company and/or authorized Participant shall designate employees to Quality Oil Co., LLC. that should receive cards ("Cardholders") and/or be issued Account numbers. Company shall be responsible for selecting personal identification
number(s) ("PIN(s)"), driver Identification number(s) ("Driver ID(s)") or vehicle identification number(s) ("Vehicle ID(s)") pursuant to the Fleet Card Program. Unless Quality Oil Co., LLC. notices Company to the contrary, or a Card has been terminated as provided herein, all Cards will be cancelled upon the expiration or termination of this Agreement. All Accounts established and Cards Issued hereunder shall be used solely for business purposes and shall be governed by this Agreement. "Account" means any account established by Quality Oil Co., LLC. pursuant to this Agreement in the name of Company, Its Participants and/or Cardholders, to which Debt is charged, regardless of whether or not a Card Is Issued.
3. LIABILITY. Company, and If applicable, Authorized Officer, shall be liable for all Debt Incurred or arising by virtue of the use of a Card and/or Account of Company, Participant or any Cardholder. "Debt" means all amounts charged to an Account including without limitation all purchases, fees, Finance Charges, and other charges or amounts due that are owed to Quality Oil Co., LLC. by Company, Its Authorized Officer(s), affiliates, Participants, and/or Cardholders.
a . Join t and Several Liability. Company and the Authorized Officer are jointly and severally liable to Quality Oil Co., LLC. for all Debt. This liability structure applies to any product credit limit ("PCL") when Section 2 of the Application has been completed.
b. Corporate Liability. Company Is solely liable to Quality Oil Co., LLC. for all Debt. This liability structure applies to any PCL when Section 2 of the Application has not been completed.
4. BILLING PROCEDURE. Quality Oil Co., LLC. will send to the Company a period billing statement (the “Statement”), which will itemize all charges for the billing period. The "New Balance" shown on the Statement shall be due in full and payable in U.S. Dollars upon Company's receipt of the Statement.
5. FINANCE CHARGES. If Company's New Balance is not paid in full on or before the "Due Date" shown on the Statement, a Finance Charge will be charged to the Company. The Finance Charge will be assessed at a Periodic (monthly) Rate o f 1.5 %.
6. DELINQUENCY. An Account will become delinquent unless Quality Oil Co., LLC. receives the amount shown on the Statement as Total Payment Due, less any disputed amounts, before the next billing date (approximately twenty- f i v e (25) days). Any unpaid portion of the Total Payment Due will be shown on subsequent Statements as the "Previous Balance." In the event of Company's delinquency, Quality Oil Co., LLC. may elect to terminate this Agreement immediately upon notice to Company. Court costs plus reasonable attorney fees (as allowed by law) may be added to any delinquent balance referred to an attorney for collection.
7. DISPUTED BILLINGS. Company may notify Quality Oil Co., LLC. of any disputes regarding charges or billings hereunder in writing, by telephone or by electronic means, such as Fleet Commander Online. Written communications relating to billing disputes must be sent to Quality Oil Co., LLC. at 1540 Silas Creek Parkway, Winston-Salem, NC 27127. Communications should Include the Company's and, if applicable, the Participant's name(s) and account number(s), the dollar amount of any dispute or suspected error and a description of the dispute or error. Any communication regarding a dispute or suspected error must be received in written form by dispute within sixty (60) days after the Statement Date on the Statement on which the disputed or incorrect charge first appeared.
8. LOST OR STOLEN CARD(S) OR COMPROMISED ACCOUNT(S). Company shall immediately, upon receipt of such information, notify Quality Oil Co., LLC. either:
1) by telephone at 336-722-3441;
2) In writing addressed to Quality Oil Co., LLC at 1540 Silas Creek Parkway, Winston-Salem, NC 27127;
3) via facsimile at
4) by an agreed upon electronic means as to any lost or stolen Cards, PINs, Driver IDs, or Vehicle IDs or to cancel a PINs, Driver IDs, or Vehicle IDs. After notification has been made to Quality Oil Co., LLC. to cancel such Card(s), Pins, Driver IDs or Vehicle IDs, use of such Card(s), PINs, Driver IDs or Vehicle IDs are expressly prohibited. Company and/or Cardholder are liable for the unauthorized use of the card until Quality Oil Co., LLC. receives notification of the lost or stolen Card or to cancel the PIN, Driver ID, or Vehicle ID. Neither Company, nor Cardholder shall be liable for any purchase, fees, finance charges or other charge Incurred or arising by virtue of the use of a Card following receipt by Quality Oil Co., LLC. of notice of
such loss, theft or request to cancel PIN, Vehicle ID, or Driver ID. If fewer than ten (10) Cards are Issued to Company, liability will not exceed fifty U.S. Dollars ($50.00) per Card once Quality Oil Co., LLC. has been notified of the lost or stolen Card(s) and confirms that such transactions were, in fact, unauthorized. If ten (10) or more Cards are issued to Company, Company shall be liable for all unauthorized use as provided above, that Is, until Quality Oil Co., LLC. has been notified of the lost or stolen Card(s) and confirms that such transactions were, in fact, unauthorized. In such cases, liability is not limited to fifty U.S. Dollars ($50.00) per Card. Company agrees to assist Quality Oil Co., LLC. in determining the facts, circumstances and other pertinent Information related to any lass, theft or possible unauthorized use of the Card(s) and to comply with such procedures as may be required by Quality Oil Co., LLC. in connection with the Investigation. Quality Oil Co., LLC. is not responsible for controlling the use of any Card(s), other than as specifically provided herein.
9. PRICING. The fees listed below may apply to this Agreement. Failure of Quality Oil Co., LLC to apply any fee or charge outlined in this Agreement at any time does not preclude Quality Oil Co., LLC from ever applying such fee or charge. Quality Oil Co., LLC reserves the right to change pricing upon thirty (30) days prior notice to Company.
a. If any check for payment of an Account is returned unpaid Quality Oil Co., LLC will charge a returned check fee (“Return Check Fee") of the lesser of thirty U.S. Dollars ($30.00) or the maximum determined by law in Company's state of mailing address.
b. Finance Charge as provided In Section 5 of the Terms and Conditions.
c. Quality Oil Co., LLC will charge a foreign currency conversion fee ("Foreign Currency Conversion Fee") of two percent (2.0%) for transactions made outside the United States and the Statement will reflect the conversion Into U.S. Dollars on transactions that have occurred in a different currency and an applicable exchange rate for such conversions.
10. CONFIDENTIALITY. Quality Oil Co., LLC considers the Fleet Card Program to be a unique service involving proprietary information of Quality Oil Co., LLC. Company agrees that the Fleet Card Program reports, manuals, documentation, systems, processes and related materials (whether or not in writing) are confidential and will be circulated only to employees and agents of Company, and only to the extent necessary for Company to participate in the Fleet Card Program. Quality Oil Co., LLC agrees that it will maintain all non-public data relative to Company's Account(s) under the Fleet Card Program as confidential information and Quality Oil Co., LLC agrees to use such data regarding Company exclusively for the provision of services to Company hereunder and not to release such Information to any other party except Its agents;
provided, however, that Quality Oil Co., LLC must disclose transaction information to merchants and third-party processors. Company consents to Quality Oil Co., LLC sharing customer Information to carry out the requirements of Quality Oil Co., LLC Marketing Program, and Company acknowledges that such shared information may contain direct or Indirect identification of Company. Additionally, Company consents to Quality Oil Co., LLC reviewing this Application and related materials and otherwise assisting Company with completion and submission of the Application to Quality Oil Co., LLC on Company's behalf. The parties agree to take all reasonable steps to safeguard such proprietary Information and not to release such Information to any party or agent not essential to participation in the Fleet Card Program or Quality Oil
Co., LLC Marketing Program.
11. TERM, TERMINATION AND SUSPENSION.
a. This Agreement shall remain in full force and effect for an Initial term of three (3) years from the Effective Date of this Agreement, and shall continue thereafter until terminated by Company, Quality Oil Co., LLC upon thirty (30) days prior written notice to the other party. The effective date of termination shall be stated in such written notice of termination. All Cards and related Accounts shall be deemed canceled effective upon termination of this Agreement.
b. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement immediately, by written notice of such termination to the other party, upon any one (1) or more of the following events: (i) dissolution or liquidation of the other Party, or Parent thereof, if applicable; (ii) insolvency of the other party or Parent thereof, if applicable, or the filing of a bankruptcy or Insolvency proceeding by the other party, the appointment of a receiver or trustee for benefit of creditors of the other party or if the other party enters Into an arrangement with its creditors; (iii) any material and adverse change in the financial condition or the other party; or (iv) any failure by the other party to perform a material obligation of this Agreement.
c. Upon termination of this Agreement for any reason, Company shall ensure destruction of all Cards and return all confidential information of Quality Oil Co., LLC to Quality Oil Co., LLC. Company, and Authorized Officer if applicable, shall remain liable for all Debt Incurred or arising by virtue of the use of a Card and/or Account prior to the termination date.
d. Quality Oil Co., LLC shall have the right to suspend any and all services and Debt to Company under this Agreement in the event that: (i) company has breached any term of this Agreement; (ii) Debt due from Company, in the aggregate, exceeds any of the ACL or the PCL as these terms are defined in Section 16 of this Application; or (iii) an Account becomes delinquent. An Account will become Delinquent unless Quality Oil Co., LLC receives the New Balance, less any disputed
amounts, on or before the Due Date. Court costs plus reasonable attorney fees (as allowed by law) may be added to any delinquent balance referred to an attorney for collection.
e. Rights, Debt or liabilities that arise prior to the suspension or termination of this Agreement shall survive the suspension or termination of this Agreement.
a. Except to the extent that any injury is due to Company's or a Participant's negligent acts or omissions, Quality Oil Co., LLC shall indemnify and hold Company and Participants harmless against all losses, damages, costs, expenses and liability which may result in any way from any negligent or wrongful act or omission of Quality Oil Co., LLC, its agents, employees and subcontractors. Quality Oil Co., LLC shall Indemnify and hold Company and Participants harmless against demands, claims, suits, or proceedings alleging Infringement of any patent of the United States, or any trademark, service mark, copyright or other proprietary right arising out of or Incident to this Agreement.
b. Except to the extent that any Injury Is due to Quality Oil Co., LLC’s negligent acts or omissions, Company shall indemnify and hold Quality Oil Co., LLC harmless against all losses, damages, costs, expenses and liability which may result in any way from any negligent or wrongful act or omission of Company, Participants, its agents, employees and subcontractors. Company and Participants shall indemnify and hold Quality Oil Co., LLC harmless a g a i n s t demands, claims, suits, or proceedings alleging Infringement of any patent of the United States, or any trademark, service mark, copyright or other proprietary right arising out of or Incident to this Agreement.
13. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY, PARTICIPANT(S), QUALITY OIL CO., LLC OR ANY AFFILIATE OF QUALITY OIL CO., LLC BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE
14. WARRANTIES. Company warrants the truth, completeness and accuracy of the following in connection with this Agreement: (i) The financial Information and all other information provided to Quality Oil Co., LLC; (ii) This Agreement Is a valid, binding and enforceable agreement; (iii) The execution of this Agreement and the performance of Its Debt are within Company's power, has been authorized by all necessary action and does not constitute a breach of any agreement of Company with any party; (iv) Company has and continues to comply with all applicable state and federal statutes, ordinances, rules, regulations and requirements of governmental authorities as they relate to the use of the Card and/or participation In the Fleet Card Program; (v) the execution of this Agreement and the performance of its Debt under this Agreement will not cause a breach by it of any duty arising in law or equity; and (vi) Company possesses the financial capacity to perform all of Its Debt under this Agreement. The parties agree that the failure of any of the above representations and warranties to be true during the term of this Agreement shall constitute a material breach of this Agreement and Quality Oil Co., LLC will have the right, upon notice to Company, to Immediately terminate this Agreement and all amounts outstanding hereunder shall be Immediately due and payable. Quality Oil Co., LLC hereby disclaims any and all warranties with respect to goods and services purchased with Its Cards and/or Accounts, Including, without limitation, the Implied warranty of merchantability or fitness for a particular purpose. This warranty and damages disclaimer shall apply whether Quality Oil Co., LLC acts as card issuer, arranger of third party credit, or otherwise.
15. FINANCIAL INFORMATION. Since this Agreement is for an extension of credit, Company shall provide information as requested by Quality Oil Co., LLC to perform periodic credit reviews. Unless such Information is publicly available or available through Quality Oil Co., LLC or any of its subsidiaries, Company shall either provide: (i) if Company anticipates monthly charge volume of equal to or less than $25,000.00, information about an authorized officer whom Quality Oil Co., LLC may underwrite on behalf of Company within Section 2 of the Application, or (ii) If Company anticipates monthly charge volume of greater than $25,000.00 but less than $50,000.00, last year’s annual financial statements, or (iii) If Company anticipates monthly charge volume of greater than $50,000.00 but less than $250,000.00, the last two (2)
years of annual financial statements, or (iv) if Company anticipates monthly charge volume of greater than $250,000.00, the last three (3) years of annual financial statements. If the initial set of financial statements is older than five (5) months when provided, Company must also provide interim financial statements. Annually thereafter, as soon as available and in any event not later than one hundred twenty (120) days after the end of each fiscal year of Company, Company must provide the previous year’s financial statements. Quality Oil Co., LLC prefers audited financial statements that have been prepared by Company’s Independent certified public accountant. In the event Quality Oil Co., LLC requires additional information t o conduct Its review of Company, or if Company's monthly charge volume increases such that the Information it provided as described in 15. (i) above Is no longer sufficient for underwriting Company, Company agrees to provide to Quality Oil Co., LLC the Information set forth in 15. (ii), (iii)or (iv), above, as the case may dictate, and, if requested, such other information regarding the business, operations; affairs; and financial condition of Company as Quality Oil Co., LLC may reasonably request. Such Information may include, but is not limited to, quarterly financial statements, organizational charts, executive biographies and other formal documentation.
16. AGGREGATE PRODUCT CREDIT LIMIT AND ACCOUNT CREDIT LIMITS. Subject to credit approval by Quality Oil Co., LLC an account credit limit (an "ACL") for each Account and an aggregate product credit limit (the "PCL") for all Accounts shall be established by Quality Oil Co., LLC pursuant to this Agreement.
a. Revising the PCL. Quality Oil Co., LLC at its sole discretion, shall have the right to revise the PCL. Quality Oil Co., LLC shall provide notice to Company of any decrease In the PCL which results days to make a payment to Quality Oil Co., LLC that is sufficient to reduce the aggregate current amount outstanding to an amount that Is equal to or less than the revised PCL
b. Revising ACLs. Quality Oil Co., LLC, at its sole discretion, shall have the right to revise any ACL (1) Company Accounts. Quality Oil Co., LLC shall provide notice to Company of any decrease In an ACL which results in a revised ACL that is lower than the aggregate current amount outstanding on the Account. Upon such event, Company shall have ten (10) days to make a payment to Quality Oil Co., LLC on the Account that is sufficient to reduce the aggregate current amount outstanding for such Account to an amount that is equal to or less than the revised ACL (2) Fraudulent Activity. Quality Oil Co., LLC may revise any ACL and/or limit spending activity on any Account for which fraudulent activity is suspected.
17. CHANGE IN TERMS OF THE AGREEMENT. Quality Oil Co., LLC may change the terms of this Agreement at any time by giving Company notice. If permitted by applicable law, such changes will apply to existing Account balances as well as future purchases. If Company does not accept the changes, Company must notify Quality Oil Co., LLC in writing within twenty-five (25) days after the date of the notice that Company refuses to accept the changes and elects to terminate this Agreement. Should Company elect to terminate this Agreement pursuant to this Section, all outstanding Debt shall become due and payable by Company to Quality Oil Co., LLC according to the terms of the existing Agreement. Company will also be responsible for ensuring the destruction of all Cards.
18. REGISTERED MARKS AND TRADEMARKS. Company has no right, title or interest, proprietary or otherwise, in or to the name or any logo, copyright, service mark or trademark owned or licensed by Quality Oil Co., LLC.
19. NOTICES. Except with respect to notices relating to the status of individual Cards which may be established in writing between Quality Oil Co., LLC and Company or a Participant, all notices, requests and other communication provided for hereunder must be directed to Company at the address on the Application and to Quality Oil Co., LLC at 1540 Silas Creek Parkway, Winston-Salem, NC 27127. Unless otherwise specified herein. requests and other communication provided for hereunder must be in writing. postage prepaid, hand delivered or by any means approved by Quality Oil Co., LLC. Either party may, by written notice to the other, change Its notification address.
20. GOVERNING LAW. The validity, interpretation and performance of this Agreement will be controlled by and construed under the laws of the State of Mississippi (without giving effect to the conflict of law principles thereof) and applicable federal laws.
21. EMPLOYMENT OF AGENTS Quality Oil Co., LLC may, in its sole discretion, employ affiliates or subsidiaries of Quality Oil Co., LLC as agents to perform part or all of its Debt under this Agreement at any time without consent of Company; provided, however, that such action shall not affect Its Debt to Company hereunder.
22. FLEET CONTACT. The Fleet Contact listed on the Application is authorized to provide Quality Oil Co., LLC with the Information necessary to establish the Account records and Cards, including, but not limited to, PINs, Vehicle IDs, Driver IDs, and related information. Quality Oil Co., LLC is authorized to send all Account information and Cards produced to the Fleet Contact's attention. Company may, at any time, by written notice to Quality Oil Co., LLC change its Fleet Contact or designate a different Fleet Contact than is listed on the Fleet Card Application.
23. ASSIGNMENT. This Agreement and any and all rights and Debt associated with the same may be assigned without prior notice to Company. All of Quality Oil Co., LLC’s rights under this Agreement shall also apply to any assignee of this Agreement. Company may not assign or transfer this Agreement or any rights or Debt hereunder, by merger, of law, or otherwise, without the prior written consent of Quality Oil Co., LLC.
24. CUSTOMER SERVICE. Company may contact Quality Oil Co., LLC customer service for billing inquiries Monday thru Friday 8:00am to 5:00 pm EST at 336-722-3441. For customer service or to report a lost or stolen card, Company may contact Fleet Services customer service center 24/7 at 800-987·6589 for merchant authorization support.
25. SEVERABILITY. Should any provision of this Agreement be declared invalid for any reason, such decision shall not affect the validity of any other provisions, which other revisions shall remain in full force and effect as if this Agreement had been executed with the invalid provision(s) eliminated. The parties shall use their best efforts to agree upon a valid substitute provision in accordance with the purpose of this Agreement and the intent of the parties.
* All monthly statements will be sent via email. If you do not currently receive your Quality Fleet Advantage statement via email, then you will need to have
a valid email set up with us or incur a $10.00 monthly service fee. You can send an email to Fleetcard@qocnc.com or call 336-722-3441 to have a valid
email address added to your account so you can receive monthly statements.
*There will be 100-gallon monthly minimum usage requirement. If the minimum gallon requirement is not met, then there will be a $10.00 fee included on the