Esso Fleet Card Terms and Conditions - ExxonMobil Singapore

Fleet Card Terms and Conditions
1. DEFINITIONS
In addition to the terms defined in the Fleet Card Application, the following terms shall have the
following meanings:
1.1 “Account” means the Fleet Card account established in the name of the Cardholder under this
Agreement for the purchase of Products by way of a Fleet Card.
1.2 “Affiliate” in relation to ExxonMobil means:
(a) Exxon Mobil Corporation or any parent company of Exxon Mobil Corporation,
(b) any company or partnership in which Exxon Mobil Corporation or any parent of Exxon Mobil
Corporation now or hereafter (1) owns or (2) controls, directly or indirectly, more than fifty percent
(50%) of the ownership interest having the right to vote or appoint its directors or functional
equivalents (“Affiliated Company”),
(c) any joint venture in which Exxon Mobil Corporation, any parent of Exxon Mobil Corporation or an
Affiliated Company is the operator,
(d) any successor in interest to (a) through (c) above.
1.3 “Agreement” means the agreement herein between ExxonMobil and the Cardholder setting out the
terms and conditions for the Account and the use of the Fleet Cards by the Cardholder and/or the
Authorised Users.
1.4 “Authorised Reseller” means the operator(s) of participating Esso service stations in Singapore, as
notified by ExxonMobil from time to time, that accept the Fleet Card for purchases of the Products.
1.5 “Authorised Signatory” means the person authorized to complete and sign the Fleet Card Application
for and on behalf of the Cardholder.
1.6 “Authorised User” means any natural person designated in writing by the Cardholder in the Fleet Card
Application or subsequently requested in writing by the Cardholder, and agreed to by ExxonMobil.
1.7 “Billing Period” means the period for the billing of Charges, as specified by the Cardholder in the Fleet
Card Application and approved by ExxonMobil.
1.8 “Cardholder” means the legal entity whose name and address appear in the Fleet Card Application.
1.9 “Charges” means all amounts charged to each Fleet Card, any late payment charges or other amounts
due and payable to ExxonMobil hereunder and all other costs, fees or expenses (including, without
limitation, legal fees/expenses on a full indemnity basis) incurred by ExxonMobil in the recovery of or in
relation to or in connection with any of such amounts, charges, costs, fees or expenses payable
hereunder.
1.10 “Credit Period” means the period for full settlement of the Charges by the Cardholder, as established
and endorsed by ExxonMobil in the Cardholder’s Fleet Card Application, or such other period as
ExxonMobil may from time to time establish by written notice to the Cardholder, such period to
commence from the date of the invoices referred to in Section 6 hereof.
1.11 “Discount” means the relevant discount that is available for Products purchased and charged by way of
the Fleet Card, which discount(s) will be communicated separately by ExxonMobil to the Cardholder
and provided by ExxonMobil subject to the terms and conditions herein.
1.12 "ExxonMobil" means ExxonMobil Asia Pacific Pte Ltd.
1.13 “Fleet Card” means a card issued by ExxonMobil pursuant to this Agreement bearing a valid nineteendigit
identification code, and the registration number of a Listed Vehicle or a Master Number..
1.14 “Fleet Card Application” means the application form prescribed by ExxonMobil for the application of
the Fleet Card.
1.15 “Fleet Card Receipt” means a machine print-out receipt issued by ExxonMobil or by an Authorised
Reseller at the time of the purchase and charge of Products to a Fleet Card.
1.16 “Indemnified Parties” means ExxonMobil, its directors, officers, agents, employees, successors, and
assigns collectively.
1.17 “Listed Vehicle” means a vehicle designated by the Cardholder in the Fleet Card Application for the
issue of a Fleet Card.
1.18 “Master Number” means a number, name or term not exceeding 10 digits chosen by the Cardholder in
its Vehicle Details Attachment and accepted by ExxonMobil, and embossed on a Fleet Card in lieu of
the registration number of a Listed Vehicle.
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1.19 “Maximum Amount” means the amount stipulated by the Cardholder (and approved by ExxonMobil) in
the Vehicle Details Attachment, or the amount imposed by ExxonMobil from time to time, as being the
maximum amount chargeable at any one time or for any specified period of time or for a particular type
of transaction, as the case may be, to the Fleet Card issued for a Listed Vehicle.
1.20 “Notification of Loss” means the written notification by the Cardholder to ExxonMobil reporting the
event(s) pursuant to Section 8 below.
1.21 “PIN” means a Personal Identification Number issued by ExxonMobil to the Cardholder for each Fleet
Card to enable the Cardholder or Authorised User to make purchases of Products from the Authorised
Reseller.
1.22 “Products” means any one or more of the following for which purchases may be charged to the Fleet
Card: (a) fuels offered for sale by an Authorised Reseller as expressly approved by ExxonMobil from
time to time.
1.23 “Replacement Fleet Card” means a Fleet Card specially issued in the events described in Section 4 or
Section 8 hereunder.
1.24 “Sales Voucher” means a voucher issued by ExxonMobil or an Authorised Reseller at the time of
purchase and charge of the Products to the Fleet Card.
1.25 “Vehicle Details Attachment” means the attachment to the Fleet Card Application completed by the
Cardholder and containing the particulars of each Listed Vehicle to be issued with a Fleet Card
pursuant to this Agreement.
In consideration of ExxonMobil issuing a Fleet Card, the Cardholder and the Authorised User undertake to be
bound by the terms and conditions herein.
2. CARD ACCOUNT
2.1 The terms and conditions herein cover the Account established in the name of the Cardholder for the
purchase of Products by way of a Fleet Card(s) and the use of the Fleet Cards by the Cardholder and
Authorised Users. All obligations hereunder (notwithstanding references made solely to the Cardholder)
shall be the joint and several obligations of the Cardholder and Authorised Users. The Cardholder shall
bring the terms and conditions of this Agreement to the attention of the Authorised User and shall
ensure that the Authorised User complies with the same. Unless expressly agreed otherwise by
ExxonMobil, such Authorised Users shall be deemed to accept these terms and conditions upon first
use of the Fleet Card. The release or discharge of liability or any invalidity or unenforceability in respect
of a person using a Fleet Card shall not discharge or affect the liability of any other person using the
said card including but not limited to the Cardholder at whose request, and/or the Authorised User
under whose name, the Fleet Card is issued.
2.2 The application by the Cardholder for a Fleet Card shall constitute Cardholder’s undertaking to be
bound by these terms and conditions. The Cardholder shall be responsible for the Fleet Cards issued
by ExxonMobil under the Cardholder’s Account.
2.3 The Cardholder acknowledges and agrees that each of the Fleet Cards issued pursuant to this
Agreement is and shall remain, throughout the term of this Agreement, the property of ExxonMobil.
2.4 The Fleet Card enables the Authorised Users to purchase only Products from Authorised Resellers and
to charge such purchases to the Fleet Card PROVIDED ALWAYS THAT ExxonMobil shall not, under
any circumstances or in any way whatsoever, be bound to ensure the availability or provision of the
Products or be liable in the event of such non-availability or non-provision thereof and PROVIDED
FURTHER THAT any tax, levy or duty, including goods and services tax, imposed or levied by any
governmental authority or body before or after the date of any purchase and charge of the Products to
the Fleet Cards shall be for the Cardholder’s account. The Fleet Card may not be used to make any
purchases from the convenience stores or from other service providers located at the service stations.
2.5 The Authorised User shall be authorized to use only the Fleet Card that bears his name and the
registration number or Master Number of the Listed Vehicle and shall further use the Fleet Card only
for that Listed Vehicle.
2.6 The aggregate amount chargeable at any time or in any one transaction to the Fleet Card shall not
exceed the Maximum Amount applicable to such Fleet Card for the transaction in question. Maximum
Amount may be revised at any time as ExxonMobil may, at its absolute discretion, think fit. Maximum
Amount and revisions thereto shall take place immediately when determined by ExxonMobil, whether
with or without prior notice to the Cardholder. The Cardholder agrees not to, and to ensure that the
Authorised Users do not, exceed these Maximum Amounts.
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2.7 The Cardholder may, at any time and from time to time, seek ExxonMobil's approval, in writing, to
amend the Maximum Amount. The amended Maximum Amount shall take effect on the date
immediately following the date of ExxonMobil’s written approval or such other date as ExxonMobil may
determine.
2.8 The Authorised Reseller shall have the right, but shall not be required, to verify that the registration
number or Master Number of the Listed Vehicle appearing on any Fleet Card and/or that the purchases
charged to a Fleet Card relate to or are for the benefit of such Listed Vehicle, and/or the identity and/or
authority of any person holding or purporting to hold himself out to be an Authorised User. ExxonMobil
and Authorised Reseller each reserves the right to request the Cardholder or Authorised User to sign or
endorse the Sales Voucher or Fleet Card Receipt at any time when deemed to be necessary and/or to
require other documentation for identity verification purposes.
2.9 The Cardholder and/or the Authorised User shall be responsible for and shall ensure that the Sales
Voucher or the Fleet Card Receipt accurately reflect the purchases charged to the Fleet Card.
2.10 Details of all transactions charged to the Fleet Card shall be captured in ExxonMobil’s computer printout,
which shall be deemed as conclusive and binding upon the Cardholder. ExxonMobil shall have the
right to admit such print-outs, Sales Vouchers or the Fleet Card Receipts as evidence of charges in any
dispute with the Cardholder.
2.11 ExxonMobil shall not, under any circumstances or in any way whatsoever, be liable or responsible for
any act or omission of any Authorised Reseller including the refusal by or failure of any Authorised
Reseller to honour the Fleet Card, or for any loss or damage arising from the manner of acceptance of
the Fleet Card, or for any defects or deficiency in or complaints relating to the Products, or for any other
disputes or claims that the Cardholder and/or Authorised User may have with or against an Authorised
Reseller, or for any loss of profits, special, incidental, consequential, exemplary or punitive damages.
2.12 Any dispute or claim the Cardholder and/or Authorised User may have with or against the Authorised
Reseller shall not affect the obligations of the Cardholder and the Authorised User to ExxonMobil under
this Agreement.
2.13 The Cardholder shall indemnify and keep ExxonMobil fully indemnified at all times against any and all
claims, losses, damages, actions, demands, penalties, fines, costs or expenses (including without
limitation, legal fees/expenses on a full indemnity basis) of any nature whatsoever and howsoever
arising which ExxonMobil may incur, sustain or suffer arising out of or relating to or in connection with
the issue of a Fleet Card to the Cardholder or the use of the Fleet Card by the Cardholder and/or any
Authorised User, or the Products.
2.14 Nothing in this Agreement shall be construed as obligating ExxonMobil to supply to the Cardholder any
particular quantity, volume or dollar value of Product and nothing herein shall be construed as
obligating the Cardholder to purchase from ExxonMobil a particular quantity, volume or dollar value of
Product.
3. CARDHOLDER'S INFORMATION
3.1 The Cardholder represents the truth and accuracy of the details furnished in the Fleet Card Application
(including, without limitation, the particulars of the Listed Vehicles in the Vehicle Details Attachment and
of the Authorised Users in the Fleet Card Application), and other information furnished or required to be
furnished to ExxonMobil hereunder.
3.2 The Cardholder shall provide any information, including but not limited to credit/financial related
information, that ExxonMobil may reasonably request about an Authorised User or Authorised User’s
use of a Fleet Card and supply ExxonMobil with any documentation or support related to that
Authorised User or use which ExxonMobil may from time to time request.
4. LIABILITY OF CARDHOLDER
4.1 The Cardholder shall notify ExxonMobil in writing of any change in the Listed Vehicle or other
particulars furnished to ExxonMobil (including particulars set out in the Fleet Card Application or the
Vehicle Details Attachment or the particulars of the Authorised Users), which notification shall be
given, and the Fleet Card relating to such Listed Vehicle or Authorised User shall be destroyed,
by the Cardholder within seven (7) days of the relevant change. ExxonMobil may, at its sole
discretion, issue a Replacement Fleet Card showing the changed particulars and invalidate the existing
Fleet Card and impose such fee as is necessary. Pending the issuance of the Replacement Fleet Card,
the Cardholder shall continue to be liable to pay for all Charges incurred in relation to or arising from the
use of the existing Fleet Card.
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4.2 The Cardholder shall be responsible and shall pay for any and all purchases of Products charged to the
Fleet Cards, notwithstanding that a vehicle is no longer a Listed Vehicle or an Authorised User is no
longer so authorised or that the purchase and charge were incurred by a person who was not at the
time of the purchase and charge an Authorised User, or that the purchase and charge were not
incurred in respect of the Products or of the relevant Listed Vehicle.
5. TITLE AND RISK OF THE PRODUCTS; WARRANTIES
5.1 Title to and risk of loss of or damage to the Products shall pass to the Cardholder or Authorised User
upon filling and/or loading of the Products into the vehicles at the service stations.
5.2 There are no warranties, express or implied, of merchantability, fitness for any purpose or otherwise,
except that the Products sold shall meet the specifications of ExxonMobil. The Cardholder agrees the
specifications may be changed by ExxonMobil from time to time.
6. PRICE, PAYMENT, CREDIT AND SECURITY
6.1 The Products shall be supplied by Authorised Resellers at their respective gross prices as shown at the
service stations from time to time less a Discount that will be communicated separately by ExxonMobil
to the Cardholder. The Discount will be awarded to the Cardholder only upon full and prompt payment
of the invoices. ExxonMobil reserves the right to revise the Discount by giving the Cardholder one (1)
month’s prior written notification.
6.2 The Cardholder acknowledges the prices of the Products as shown at the service stations are subject
to change by ExxonMobil or its authorised agents from time to time. No notice of any price change
shall be given to the Cardholder by ExxonMobil or its authorised agents. Prices are exclusive of taxes
(including goods and services tax), duties or other government charges, all of which shall be for the
Cardholder’s account.
6.3 Invoices of Charges will be posted to the Cardholder in accordance with the Billing Period. All Charges
are due for payment in full within the Credit Period unless otherwise agreed in writing by ExxonMobil.
6.4 Payment shall be effected by a direct debit of the Cardholder’s designated bank account (via the
GIRO system), unless otherwise allowed by ExxonMobil. Payment shall be in Singapore Dollars and
remitted to the bank account designated by ExxonMobil or by such other means as ExxonMobil may
specify. All bank charges associated with the payments shall be borne by the Cardholder.
6.5 ExxonMobil will also furnish the Cardholder on the last day of each month or as soon thereafter as may
be practicable, statements of account recording the payments made and the invoices outstanding as of
the date of the statement of account.
6.6 The Cardholder shall give written notification to ExxonMobil (marked for the attention of ExxonMobil
Card Centre) of any questions, problems or disputes concerning any invoice and/or monthly statement
of account, immediately on receipt of such invoice or monthly statement of account but in any case, not
later than seven (7) days from the date of the said invoice or monthly statement of account, failing
which the contents of the said invoice or monthly statement of account shall be deemed to be accurate
and binding on the Cardholder. Notwithstanding the foregoing, the Cardholder shall pay in full the
amounts stated in the invoices on or before the due date, pending ExxonMobil’s checks on the same.
Thereafter, any amounts agreed by ExxonMobil to be due to the Cardholder will be credited to the
Cardholder.
6.7 A late payment charge equivalent to the Bank of America, Singapore branch’s Singapore dollar
prime lending rate prevailing on due date plus three (3) % per cent per annum (or such other
interest rate as may be notified to the Cardholder) shall be levied on any Charges (or part thereof) from
the date they become overdue until the day payment is made.
6.8 The Cardholder shall provide security as may be required by ExxonMobil from time to time and in such
form, substance and amount satisfactory to ExxonMobil. Notwithstanding anything to the contrary
herein, if ExxonMobil in its reasonable opinion, determines that the financial responsibility of the
Cardholder or its guarantor (if applicable) has become impaired, or that financial assurances are
necessary, ExxonMobil shall have the right to modify or terminate any credit arrangements upon notice
to the Cardholder, and require immediate payment for Product already delivered and/or require
prepayment or furnishing of other financial security or collateral acceptable to ExxonMobil for further
purchases of Products using the Fleet Card. Such financial security or collateral shall include but is not
limited to a bank guarantee or a standby letter of credit.
6.9 The Cardholder shall provide ExxonMobil with financial statements and any other relevant information
of the Cardholder as and when ExxonMobil may request for assessing the financial and other
conditions of the Cardholder from time to time.
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6.10 The Cardholder and/or Authorised User may from time to time request a further copy(ies) of the
statement of account. The Cardholder and/or Authorised User making such request agrees to pay a
service charge of S$5.00 (or such other sum as ExxonMobil may determine) for each copy.
6.11 The Cardholder and/or Authorised User may from time to time request a further copy(ies) of the Sales
Voucher or Fleet Card Receipt. The Cardholder and/or Authorised User making such request agrees to
pay a transaction fee of S$10.00 (or such other sum as ExxonMobil may determine) for each copy.
6.12 ExxonMobil may, by giving at least one (1) month’s prior written notice, impose a charge for the
use of each of the Fleet Cards.
6.13 The Cardholder shall settle promptly and in full all payments due and owing to ExxonMobil on or before
the stipulated due date and shall not under any circumstances whatsoever withhold any payments
pending resolution of any dispute that the Cardholder may have.
6.14 The Cardholder shall bear all legal fees and expenses (on a full indemnity basis) incurred by
ExxonMobil in the recovery of all sums due and owing to ExxonMobil and in its enforcement of any term
and condition of this Agreement against the Cardholder.
7. SET-OFF AND APPROPRIATION
7.1 ExxonMobil may appropriate any payment made by the Cardholder and apply it in total or partial
satisfaction of any debt then due from the Cardholder to ExxonMobil.
7.2 Where the amount paid by the Cardholder is less than the amount due to ExxonMobil under this
Agreement, ExxonMobil may appropriate the payment to any individual purchase or transaction made
hereunder.
7.3 The Cardholder hereby authorises ExxonMobil at any time by written notice to the Cardholder to apply
any credit balance (whether or not then due) to which the Cardholder is at any time beneficially entitled
on any account, or which is held to the Cardholder's order, in or towards satisfaction of any sum then
due from the Cardholder to ExxonMobil and unpaid.
7.4 ExxonMobil shall in any event have the right to set-off any claims that ExxonMobil may have against the
Cardholder and/or the Cardholder’s affiliate, against any sum which ExxonMobil may owe to the
Cardholder and/or the Cardholder’s affiliate, under this Agreement or other agreements. The
Cardholder acknowledges that it has obtained the consent and authorization of the Cardholder’s
affiliates that may be subject to the terms of this Section. Furthermore, upon request by ExxonMobil,
the Cardholder shall obtain the signature of any relevant affiliate of the Cardholder indicating
acceptance of any remedies, including, inter alia, the right of cross-affiliate set-off, set forth herein.
7.5 ExxonMobil shall not be obliged to exercise its rights of set-off and appropriation under this Section,
which are without prejudice to and in addition to any other rights or lien to which it is at any time
otherwise entitled (whether by operation of law, contract or otherwise).
8. LOSS OF CARD OR DISCLOSURE OF PIN
8.1 The Cardholder undertakes, and shall procure the Authorised Users to undertake, at all times during
the continuance of this Agreement to comply with the following:
(a) To sign the Fleet Card immediately on receipt thereof.
(b) To take all reasonable care and precaution to prevent the loss, theft or mutilation of any Fleet Card.
(c) Not to reveal the PIN of the Fleet Card to any person other than the Authorised User.
(d) To reimburse to ExxonMobil all costs and expenses (including, without limitation, legal
fees/expenses on a full indemnity basis) which ExxonMobil may pay, incur or sustain in relation to
any action taken to enforce the terms or conditions of this Agreement against the Cardholder and/or
Authorised Users.
(e) To immediately inform ExxonMobil if the Cardholder and/or Authorised User suspects that a Fleet
Card is being used without the authorisation of the Cardholder and/or Authorised User.
(f) To inform ExxonMobil of any changes of contact details of the Cardholder and/or Authorised User
within seven (7) days of such change.
(g) The PIN shall not be written, printed or indicated in any manner on the Fleet Card.
(h) The PIN shall be keyed in personally by the Authorised User at the participating Esso service
stations and not by any other party.
(i) To comply with all requirements, directions, instructions and measures as may be issued by
ExxonMobil from time to time in respect of the Fleet Card and/or PIN issued.
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8.2 In the event of a loss or theft of any Fleet Card or a loss or compromise of the PIN or a breach of any of
the above obligations in Section 8.1, the Cardholder shall immediately inform ExxonMobil verbally and
immediately send by email and hand a Notification of Loss to ExxonMobil (marked for the attention of
ExxonMobil Card Centre) advising the same and in such event, the Cardholder’s liability for all
purchases charged to the Fleet Card shall be as follows:
(a) for all Fleet Card transactions incurred prior to the successful blocking of the Fleet Card, the
Cardholder shall be fully liable for all Charges;
(b) for all Fleet Card transactions incurred after ExxonMobil’s receipt of the Cardholder’s Notification of
Loss but subject always to the successful blocking of the Fleet Card, the Cardholder shall have no
liability for such transactions. Pending the successful blocking of the Fleet Card, the Cardholder
shall be fully liable for such Charges for Fleet Card transactions incurred after ExxonMobil’s receipt
of the Cardholder’s Notification of Loss,
PROVIDED ALWAYS THAT if the event(s) leading to the issuance of the Notification of Loss is the
result of any breach or default of the Agreement by the Cardholder and/or the Authorised User or the
negligence of the Cardholder and/or Authorised User, the Cardholder shall be fully liable for all Charges,
whether incurred or accrued against the Fleet Card on, before or after ExxonMobil’s receipt of the
Notification of Loss.
8.3 If the Cardholder fails to give the Notification of Loss in the manner described herein, the Cardholder
shall be fully liable for all Charges incurred or accrued against the Fleet Card.
8.4 For the purpose of this Section, proof of email or courier transmission is not proof of receipt by or
delivery to ExxonMobil. Upon receipt of the Notification of Loss by ExxonMobil, it may (at its sole
discretion) issue a Replacement Fleet Card and invalidate the existing Fleet Card and impose such fee
as it deems appropriate. If any existing Fleet Card shall be subsequently recovered by the Cardholder
or Authorised User, the Cardholder shall immediately notify ExxonMobil in writing and the said Fleet
Card shall be destroyed immediately by the Cardholder or Authorised User.
8.5 The Cardholder has the sole responsibility to monitor the use of the Fleet Card and to inform
ExxonMobil immediately if it observes any unusual transaction. ExxonMobil has the absolute discretion
to consider any request for payment waivers and to reject any such requests. ExxonMobil is not
responsible for monitoring the use of the Fleet Card or reporting to the Cardholder any transactions.
9. TERMINATION AND SUSPENSION
9.1 This Agreement or the Account or any Fleet Card may be terminated, revoked, cancelled or suspended
by ExxonMobil at any time without prior notice and with or without cause.
9.2 Each of the following shall constitute an event of default (“Event of Default”) under this Agreement:
(a) Failure to Pay: if the Cardholder fails to pay and/or refuses to make payment to ExxonMobil for
any or all of the Products supplied under this Agreement;
(b) New Laws/Regulations: if the effect of any new or changed law or government regulation: (1) is
not adequately covered by any provision of this Agreement and (2) in ExxonMobil’s judgment either
(a) has an adverse effect upon ExxonMobil or its suppliers or (b) increases the risk to the
Cardholder's or Authorised User’s performance under this Agreement. Such new or changed laws
or regulations include those which: (1) prohibit ExxonMobil from increasing prices of any Product
covered by this Agreement to reflect increases in its costs or the fair market value of any such
Product, or (2) undertake to regulate the prices for recipients of any Product covered by this
Agreement;
(c) Breach: any breach or failure to perform any of the terms of this Agreement by the Cardholder or
Authorised User;
(d) Adverse Change: the occurrence of any event or any change in circumstances (including any
litigation, arbitration or administrative proceedings) which in the sole opinion of ExxonMobil may
adversely affect the Cardholder's or Authorised User’s performance of its obligations hereunder;
(e) Insolvency: if the Cardholder becomes insolvent, is unable to pay its debts as they fall due, or
takes any step with a view to readjusting, rescheduling or deferring all or any of its indebtedness or
makes any arrangement or composition with or for the benefit of its creditors;
(f) Operation of Business in Adverse Manner: if the Cardholder conducts the operation of its business
in a manner or otherwise does anything which ExxonMobil reasonably considers liable to adversely
affect its trade in the Products;
(g) Change in Control: if at any time during the term of this Agreement:
(1) where ExxonMobil's agreement in writing has not first been obtained and where in
ExxonMobil's judgment, ExxonMobil's commercial interests might be affected adversely, the
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Cardholder or any direct or indirect shareholder of the Cardholder sells, transfers or parts
either directly or indirectly with the ownership of any of the shares therein so that such sale,
transfer or parting with ownership directly or indirectly results in a change in the person or
persons controlling, managing or operating the Cardholder's business; or
(2) ExxonMobil in its absolute discretion considers that its commercial interests might be
adversely affected where the Cardholder or its direct or indirect shareholder becomes directly
or indirectly concerned in the control, management or operation of any business relating to
the wholesale distribution of Products other than the business contemplated under this
Agreement;
(h) Prolonged Force Majeure: the prolonged occurrence of a Force Majeure event(s) (as described in
Section 13.1) affecting ExxonMobil,
whereupon ExxonMobil shall have the right to terminate this Agreement forthwith by giving written
notice to the Cardholder. ExxonMobil reserves the right to withhold, suspend, or cancel whether in
whole or part the supply of Products or the use of the Fleet Card in the event of the occurrence of any
Event of Default to such extent as ExxonMobil in its absolute discretion may determine.
9.3 This Agreement, the Account or any Fleet Card may, subject to Section 9.4 below, be terminated by the
Cardholder by giving ExxonMobil thirty (30) days prior written notice.
9.4 The Cardholder shall remain liable for all Charges incurred in respect of any Fleet Card prior to and
after the termination, revocation, suspension or cancellation of the Agreement, the Account and/or any
Fleet Card.
9.5 If this Agreement, the Account and/or any Fleet Card shall, for any reason whatsoever, be terminated,
cancelled or revoked in accordance with the provisions of this Agreement, the Cardholder shall be
responsible to destroy each Fleet Card issued hereunder.
9.6 The Cardholder agrees to indemnify and hold ExxonMobil harmless from any losses, damages, costs,
expenses or liabilities arising from any and all claims, actions, proceedings or demands (including,
without limitation, legal fees/expenses on a full indemnity basis) of any nature whatsoever and
howsoever arising which ExxonMobil may incur, sustain or suffer arising out of or relating to or in
connection with the termination, cancellation, suspension or revocation of this Agreement, the Account
and/or any Fleet Card.
9.7 On the effective date of termination, cancellation or revocation, regardless of the reason therefore, the
Cardholder shall immediately pay in full all Charges incurred on the Fleet Cards up to and including the
said effective date of termination, cancellation or revocation to ExxonMobil without any set-off
whatsoever, and shall destroy the Fleet Cards. If, for any reason, Charges are incurred in respect of
any Fleet Card after such effective date of termination, cancellation or revocation, the Cardholder shall
continue to be responsible for such Charges and shall settle them in full by the deadline stipulated by
ExxonMobil.
9.8 No termination, cancellation, suspension or revocation in accordance with this Agreement shall affect
the Cardholder’s obligation and liability to effect full payment for any and all Charges and other amounts
due to ExxonMobil under this Agreement.
9.9 The termination, cancellation, suspension or revocation of this Agreement, the Account or any Fleet
Card in accordance with the provisions of this Agreement shall be without prejudice to ExxonMobil’s
rights in respect of any antecedent breach of the Agreement.
9.10 If there is a default by the Cardholder or Authorised User of its obligations under the Agreement,
including, but not limited to, the Cardholder defaulting on any amount due and owing to ExxonMobil,
ExxonMobil has the right, but not the obligation, to exercise any remedy under this Agreement or
applicable law, including, without limitation, the following: (i) suspend performance under this
Agreement; (ii) accelerate payment obligations such that all amounts owed under the Agreement shall
become immediately due and payable; (iii) terminate the Agreement with immediate effect; and/or (iv)
exercise rights against any collateral or security and apply the proceeds against amounts due and
owing under the Agreement. The Cardholder shall pay all costs, fees, and expenses (including, without
limitation, legal fees and expenses on a full indemnity basis) incurred by ExxonMobil associated with
this Agreement arising from the Cardholder’s or Authorised User’s default of its obligations under the
Agreement.
9.11 ExxonMobil may, at any time and from time to time without any prior notice and at its sole discretion,
revoke or suspend the Cardholder’s right to use any Fleet Card in its entirety or in respect of a
particular transaction or in respect of the Credit Period or any other material aspect of the Fleet Card.
ExxonMobil further reserves the right to limit or restrict the Cardholder's right to use the Fleet Card in
any manner whatsoever which ExxonMobil in its sole discretion thinks fit (including, but not limited to,
limitations or restrictions as to frequency of use).
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10. TERM OF AGREEMENT
10.1 This Agreement shall commence on the date of ExxonMobil’s approval and endorsement of the
Cardholder’s Fleet Card Application and shall continue until terminated, cancelled or revoked in
accordance with the provisions of this Agreement.
11. ASSIGNMENT
11.1 The Cardholder shall not have the right to assign, transfer or delegate any or all of its rights or
obligations hereunder and any assignment, transfer or delegation shall be null and void. ExxonMobil
may, without the consent of the Cardholder, freely assign any or all of its rights, titles and interests
(including, without limitation, any claims or right to receive payment of any monies hereunder) in or
contemplated under this Agreement to any third party, including any Affiliate.
12. WAIVER AND NON EXCLUSIVITY OF REMEDIES
12.1 ExxonMobil may, from time to time, at its sole discretion, waive either unconditionally or on such terms
and conditions as it may deem fit, any breach by the Cardholder and/or the Authorised User of any of
the terms or conditions herein contained and any modification thereof but without prejudice to its other
rights and remedies PROVIDED ALWAYS THAT:
(a) No neglect or forbearance of ExxonMobil to require and enforce payment of any monies hereunder
or the performance and observance of any term or condition herein contained nor any time which
may be given to the Cardholder or the Authorised User shall in any way prejudice or affect any of
the rights or remedies of ExxonMobil at any time thereafter to act strictly in accordance with the
provisions hereunder.
(b) No such waiver of any such breach as aforesaid shall prejudice the rights of ExxonMobil in respect
of a similar breach or any other or subsequent breach in respect of any of the terms or conditions
hereunder.
(c) A breach of any term or provision of this Agreement by the Cardholder or Authorised User shall be
waived only by written instrument of ExxonMobil.
12.2 ExxonMobil’s exercise of any right provided by this Agreement shall be without prejudice to any claim
for damages or any other right of ExxonMobil under this Agreement or applicable law.
13. FORCE MAJEURE AND RIGHT OF ALLOCATION
13.1 No liability shall result to either party from delay or failure in performing any of the terms and conditions
of this Agreement on its part to be observed or performed caused by circumstances reasonably beyond
the control of the party affected, including, but without limiting the generality of the foregoing, wars,
hostilities, public disorders, acts of enemies, sabotage, strikes, lockouts, labour or employment disputes
and difficulties, fires, flood, storm, typhoons, Acts of God, accidents, breakdown or plant shutdown for
repairs, maintenance or inspection, embargoes or other import or export restrictions, compliance with
any regulation, direction or request made by any government, utility or other competent authority,
provided that the party affected shall properly take reasonable steps to remedy the cause of the delay or
failure. Each party shall promptly notify the other upon the occurrence of any contingency excusing its
delay or failure in performance.
13.2 Regardless of the occurrence or non-occurrence of the circumstances described in Section 13.1, if in
ExxonMobil's reasonable opinion there is, or may be, such shortage of supply of any Product at any of
its present or future regular sources of supply that ExxonMobil is, or may be, unable to meet the total
demand for the Product then ExxonMobil shall have the option during such curtailment or cessation of
supply to apportion on a fair and reasonable basis according to its own discretion among its customers
such Product as is then available to ExxonMobil and the Cardholder and Authorised User shall accept
such reduced allocation in satisfaction of ExxonMobil’s obligation to supply the Product hereunder and
the Cardholder and Authorised User shall, during the period of curtailment or cessation, be at liberty to
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purchase from any other supplier the shortfall. ExxonMobil shall not be required to make up any
supplies omitted by reason of any causes referred to in this Section.
14. INDEMNITY
14.1 The Cardholder shall, to the furthest extent permissible by law, indemnify and keep indemnified, release,
and hold harmless the Indemnified Parties from any expenses, costs, penalties, fines, liabilities, claims,
demands, or causes of action, at law or in equity, for injury, death, loss or damage to person or property
suffered or asserted by any person directly or indirectly resulting from, arising out of or in connection
with failure of the Cardholder or Authorised User to comply with the terms of this Agreement and/or
negligence or wilful misconduct of the Cardholder or Authorised User (or those of its agents,
employees, contractors or representatives) in the performance of this Agreement.
14.2 The Cardholder shall, to the furthest extent permissible by law, defend and indemnify the Indemnified
Parties from and against any fines, penalties, charges or expenses (including, without limitation, legal
fees/expenses) for any violations of any laws caused by any act or omission, whether negligent or
otherwise, of the Cardholder or Authorised User, or any of their agents, servants, employees, dealers,
or otherwise under it. The Cardholder shall defend and indemnify the Indemnified Parties from and
against any liabilities, claims, losses, suits, actions, liens and expenses (including, without limitation,
those of the parties, their agents and employees and legal fees/expenses) for death, personal injury,
property damage or any claim arising out of: (i) the use or condition of the Cardholder’s premises or
the equipment and facilities used by the Cardholder or Authorised User (including, without limitation,
motor vehicles); (ii) the Cardholder’s or Authorised User’s non-performance or breach of its obligations,
representations or warranties under this Agreement; (iii) the Cardholder’s or Authorised User’s receipt,
storage and loading of Product; (iv) the Cardholder’s operation of its business or businesses wherever
located; (v) any failure to comply with any laws, by any person or entity subsequently taking
possession of, or title to, or custody of any of the Product sold, transferred and delivered hereunder to
the Cardholder or Authorised User; or (vi) the Cardholder’s or Authorised User’s or their agents,
servants, employees contractors or representatives’ presence or activities upon, or access to, any
property (including, without limitation, property owned or operated in whole or in part by ExxonMobil or
by any third party), whether or not such claims result from or are contributed to by the negligence in any
form of ExxonMobil or such third party or their respective agents, employees and independent
contractors, or any defect in, or condition of such property of ExxonMobil or such third party or any
equipment located thereon.
15. AMENDMENT
15.1 ExxonMobil may, at any time and from time to time, amend any of the provisions of this Agreement by
giving to the Cardholder written notice of any amendments which shall take effect upon the date of the
said notice of amendment and the Cardholder shall be deemed to have accepted and agreed to such
amendments without reservation.
16. CONFIDENTIALITY AND DISCLOSURE OF INFORMATION
16.1 The Cardholder (except with the consent, such consent shall not be unreasonably withheld or delayed,
of ExxonMobil) shall not use or divulge to any person, and the Cardholder shall use all reasonable
endeavours to prevent the publication or disclosure of this Agreement or its details, any confidential
information concerning the business or finance of ExxonMobil or any of its dealings, transactions or
affairs, provided always that the provisions of this Section shall not apply:-
(a) to any information already known to the Cardholder otherwise than as a result of entering into this
Agreement;
(b) to any information which is or becomes public knowledge otherwise than as a result of a breach by
the Cardholder or Authorised User of this Agreement;
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(c) to any extent that the Cardholder is required to disclose the same pursuant to any law or order of
any court or pursuant to any direction, request or requirement of any governmental or other
authority (including, without limitation, of any stock exchange or securities commission) provided
that Cardholder provides ExxonMobil with as much notice as possible, and shall take all reasonable
steps to preserve confidentiality as permitted by law; and
(d) to the disclosure of the same, on a need to know basis, by the Cardholder to its legal advisers,
accountants and other professional advisers, representatives or consultants if they agree in writing
to be bound by the same confidentiality obligations herein.
For the avoidance of doubt, ExxonMobil may make disclosures, on a need to know basis, to its Affiliates,
legal advisers, accountants and other professional advisers, representatives, agents, contractors or
consultants.
16.2 The Cardholder hereby authorises and shall procure the Authorised Users to authorise ExxonMobil
and/or its employees, contractors or agents to hold, make use of, disclose, divulge or reveal any
information relating to the Cardholder or Authorised User and the Cardholder's or Authorised User’s
use of the Fleet Card in such manner and to such extent as ExxonMobil shall from time to time deem
necessary, including disclosing, divulging or revealing such information to the extent required by
applicable laws and/or to parties involved in the research, planning, product development and direct
marketing. Additionally, the Cardmember agrees and shall procure the Authorised Users to agree to
allow their particulars and data, including data relating to purchases and mode(s) of payments, to be
passed to or disclosed between ExxonMobil, its Affiliates and its contractors, suppliers or business
partners.
16.3 The Cardholder agrees to consent to any request by ExxonMobil for credit information or obtain a credit
report on the Cardholder. The Cardholder agrees to consent (and hereby does consent) to any request
by ExxonMobil for credit information from any bank or other financial, commercial or governmental
entity.
17. PERSONAL DATA
17.1 ExxonMobil will use any ExxonMobil or personal data it receives in connection with the Cardholder or
Authorised User to create or update records held by ExxonMobil and its Affiliates relating to any
matter(s), including, without limitation, for the purposes of keeping accounts and records, product
supply and product market analysis, credit analysis and statistical compilation.
17.2 ExxonMobil may make enquiries at any time in relation to the Cardholder or Authorised User with third
parties, including, without limitation, banks, credit reference agencies and other suppliers to the
Cardholder or Authorised User, all or any of which may keep a record of ExxonMobil's enquiry whether
or not credit is granted. Whether or not credit is granted, and where an application for credit is in the
process of being considered, ExxonMobil may also disclose details about the Account. ExxonMobil will
use its reasonable endeavours to ensure that details about the Cardholder or Authorised User which
are held by ExxonMobil will not be accessible by third parties outside ExxonMobil or its Affiliates,
agents or contractors.
17.3 For the purposes of this Section, references to "Cardholder" shall be deemed to include (but without
limitation) its officers, employees, contractors and agents in relation to which ExxonMobil receives
personal data arising out of or in connection with the Cardholder’s or Authorised User’s dealings with
ExxonMobil or its Affiliates. The Cardholder confirms that it has and will maintain appropriate signed
consents from such parties (including the Authorised Users) entitling the Cardholder to pass to
ExxonMobil any personal data about such parties that is given to ExxonMobil.
18. RELATIONSHIP/INDEPENDENT CONTRACTOR
18.1 Nothing herein shall be construed as constituting an agency or a partnership between ExxonMobil and
the Cardholder. The Cardholder is an independent contractor and acts solely on its own behalf and for
its own account.
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18.2 Nothing herein shall confer or to be deemed to confer any authority or power on the Cardholder to bind
ExxonMobil or to contract in the name of ExxonMobil or to create any liability against ExxonMobil in any
way or for any purpose.
19. TRADEMARKS
19.1 All identification displaying trademarks of which ExxonMobil is the proprietor or the licensee, shall be
subject to ExxonMobil's prior review and approval as to wording, appearance and manner of
presentation and such usage shall be immediately discontinued by the Cardholder upon termination or
expiry of this Agreement or sooner should ExxonMobil so require for any reason whatsoever.
19.2 All trademarks and other intellectual property rights of ExxonMobil used in relation to the Products are
ExxonMobil's sole property as a proprietor or licensee which the Cardholder shall at all times
acknowledge and respect and the Cardholder will not in any way attack, dispute or impugn the validity
of such trademarks or any other intellectual property rights used in relation to the Products.
19.3 The Cardholder shall neither use nor have the right to use, in any fashion, the trademarks, trade names,
brand names or any other identification of ExxonMobil or its Affiliates in the Cardholder’s or Authorised
User’s use of the Product received or use of the Fleet Card under this Agreement. Any violation of the
provisions of this Section by the Cardholder or Authorised User shall give ExxonMobil the right to
immediately terminate this Agreement without limitation to any other remedies available to ExxonMobil
at law. ExxonMobil acknowledges that injunctive relief is essential for the remedy of any violation of
this Section by the Cardholder or Authorised User.
20. LIMITATION OF EXXONMOBIL'S LIABILITY
20.1 ExxonMobil shall not in any circumstances be liable for any indirect, special, incidental, consequential,
penal or exemplary losses or damages including, but not limited to, loss of profit, loss of use or
business interruptions, arising out of or in connection with this Agreement. The Cardholder shall bear
full responsibility, without limit, for the gross negligence or wilful misconduct of the Cardholder's
managerial or senior supervisory personnel.
20.2 ExxonMobil shall not be liable for any damage or loss that is not caused by or contributed to by any
direct act, omission, negligence or wilful misconduct of any employee, staff, director, agent,
subcontractor or officer of ExxonMobil. For the avoidance of doubt, ExxonMobil shall not be liable for
any damage or loss that is caused by the Authorised Resellers, other service station operators or their
respective personnel.
20.3 Notwithstanding anything to the contrary, and regardless of the circumstances, ExxonMobil's total
liability to the Cardholder or Authorised User for any and all claims, losses or damages arising out of
any cause whatsoever in relation to a Product or the use of the Fleet Card, whether based in contract,
negligence or other tort, strict liability, breach of warranty or otherwise, shall in no event exceed the
invoiced Charges for the Products supplied to Cardholder or Authorised User to which any such claims
relate provided always that the aforesaid limitation shall not apply to ExxonMobil's liability in connection
with death and/or personal injury that is caused by ExxonMobil 's negligence.
21. BUSINESS PRACTICES / ETHICS / COMPLIANCE WITH LAWS
21.1 Business standards – The Cardholder shall establish precautions to prevent its employees or
subcontractors or Authorised User from making, receiving, providing or offering any substantial gifts,
extravagant entertainment, payments, loans, or other considerations to the employees of ExxonMobil or
its Affiliates and/or their families and/or Authorised Resellers and/or third parties in connection with this
Agreement.
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21.2 Compliance with law – The Cardholder and Authorised User each agrees to comply with all applicable
laws, regulations and orders in performance of its obligations under the Agreement. Notwithstanding
anything in this Agreement to the contrary, no provision shall be interpreted or applied so as to require
any party to do, or refrain from doing, anything which would constitute a violation of, or result in a loss
of economic benefit under, United States anti-boycott and other export laws and regulations. The
Cardholder and Authorised User each represents that it shall not make any improper payments of
money or anything of value to a government official (whether appointed, elected, honorary, or a career
government employee) in connection with the Agreement nor shall it make improper payments to a third
party knowing or suspecting that the third party will give the payment, or a portion of it, to a government
official.
21.3 Notice of non-compliance – The Cardholder agrees to notify ExxonMobil promptly upon discovery of
any instance where the Cardholder or Authorised User fails to comply with this Section. If the
Cardholder discovers or is advised of any errors or exceptions related to its invoicing under this
Agreement, ExxonMobil and the Cardholder will together review the nature of the errors or exceptions,
and the Cardholder will, if appropriate, promptly take corrective action that is necessary on its part and
adjust the relevant invoice or refund overpayments.
21.4 Accuracy of records – The Cardholder agrees that all financial settlements, billings and reports
rendered to ExxonMobil or its representative shall reflect properly the facts about all activities and
transactions handled for ExxonMobil’s account, which data may be relied upon as being complete and
accurate in any further recordings and reporting made by ExxonMobil or its representatives for
whatever purpose. The Cardholder shall ensure that it has for the duration of the term of the Agreement,
all relevant licenses, permits or approvals as may be necessary or desirable in connection with the
Agreement.
22. AUDIT
During the term of this Agreement and for three (3) years after termination thereof, the Cardholder shall
maintain and preserve, in accordance with generally accepted accounting practices, accurate
documentation and data (including, but not limited to, written and electronic records, books of account,
correspondence, plans, memoranda, receipts, and documentation of related systems and controls)
relating to the transactions under this Agreement. At any time during normal business hours, the
Cardholder shall permit employees and agents of ExxonMobil to have access to the Cardholder's or
Authorised User’s offices and work locations to examine and/or reproduce such documentation and
data and to interview the Cardholder's personnel and Authorised Users in connection therewith, as
necessary for ExxonMobil to verify compliance with the terms and conditions of this Agreement.
23. OTHER TERMS AND CONDITIONS
23.1 This Agreement shall constitute the entire obligations of ExxonMobil, the Cardholder and the Authorised
Users with respect to the subject matter hereof and shall supersede any and all prior and
contemporaneous agreements and expressions of intent or understanding in respect thereto.
23.2 If any provision (or part thereof) of this Agreement is finally determined to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not invalidate the whole Agreement,
and this Agreement shall instead be construed as not containing such invalid, illegal or unenforceable
provision (or part thereof), and the rights and obligations of the parties shall be construed and enforced
accordingly.
23.3 The validity and interpretation of this Agreement and the rights and obligations of ExxonMobil, the
Cardholder and Authorised User under this Agreement shall be governed by the laws of Singapore,
without reference to its conflict of laws principles, and the parties agree to submit to the non-exclusive
jurisdiction of the courts of Singapore. The provisions of the 1980 UN Convention on Contracts for the
International Sale of Goods shall not apply. A person who is not a party to this Agreement shall
have no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore to
enforce or enjoy the benefit of this Agreement.
23.4 In this Agreement, unless inconsistent with the subject or context, words importing the singular shall
include the plural meaning and vice versa, words importing the masculine gender shall include the
feminine and neutral genders, and words importing persons include corporation, partnership and sole
proprietorships.
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23.5 This Agreement shall be binding upon the parties hereto, their respective heirs, personal representative,
assigns and successors-in-title.
23.6 Unless otherwise stated, any invoice, statement of account or notice referred to in this Agreement shall
be deemed to have been received by the Cardholder on the date following the date of its posting by
ordinary mail to the address set forth in the Fleet Card Application or to the last address notified in
writing by the Cardholder to ExxonMobil marked for the attention of the ExxonMobil Card Centre (at the
address: Orchard Post Office P.O. Box 700, Singapore 912324).
23.7 Unless otherwise stated, any notice to be given by the Cardholder to ExxonMobil under, or in
connection with, this Agreement shall be in writing, marked for the attention of the ExxonMobil Card
Centre, signed by the Cardholder and sent to ExxonMobil by delivering it by hand, or sending it by
registered post, to the ExxonMobil Card Centre (at the address: Orchard Post Office P.O. Box 700,
Singapore 912324) on a calendar day (that is not a Saturday, Sunday or public holiday in Singapore).
Any notice so served by hand or registered post shall be deemed to have been duly given to
ExxonMobil:
(a) in the case of delivery by hand, when delivered;
(b) in the case of registered post, on the calendar day (that is not a Saturday, Sunday or public holiday
in Singapore) immediately following the date of posting,
provided that in the case where delivery by hand occurs after 6:00 pm Singapore time on a calendar
day (that is not a Saturday, Sunday or public holiday in Singapore), the notice is deemed to have been
given on the immediately following calendar day (that is not a Saturday, Sunday or public holiday in
Singapore).
24. EXCLUSION
24.1 All purchases made with Fleet Cards are not entitled to any Smiles Points from the Smiles Driver
Rewards programme.
24.2 The Discount provided under this Agreement cannot be used in conjunction with any other ExxonMobil
promotion / discount scheme.
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