Terms, Conditions, Acknowledgements and Authorizations
Acknowledgement & Applicability.
By signing the Account Application and Credit
Agreement on the reverse side of these terms and conditions, the Applicant
acknowledges that he/she/it/they have read, understood and agree to the below terms
and conditions. Unless otherwise stated in writing, the Account Application and Credit
Agreement and these terms and conditions (altogether, the "Agreement") shall be
binding upon the Applicant upon approval of credit by the Creditor.
Throughout these terms and conditions, any reference to the
“Applicant” shall also be a reference to any Co-Applicant who is party to the Agreement,
and all provisions of these terms and conditions shall also be applicable to any Co-
The Applicant, and in the case of a corporate Applicant the
individual Co-Applicant, personally guarantee all indebtedness created under this
Agreement, and all Applicants will be jointly and severally responsible for such
indebtedness regardless of which applicant takes delivery of the goods and/or services,
and regardless of initial credit requirement or limit.
Upon completion of it's review of the Account Application and
Credit Agreement, the Creditor may, in its sole discretion, extend credit to the Applicant.
The Applicant will thereafter be permitted to purchase goods and services from the
Creditor using said credit up to the credit limit set by the Creditor, and shall pay on a
monthly basis the outstanding balance of the credit account, plus any Annual Service
Charges (as defined below) and other fees provided for in the Agreement.
Terms of Credit.
The Creditor may change the Applicant's credit limit at any time. The
Applicant may request a change to the credit. Decisions with respect to extending,
continuing, or terminating the Applicant's credit shall be in the sole discretion of the
Creditor, and nothing herein shall obligate the Creditor to extend or continue to extend
credit to the Applicant.
Use of Credit.
The Creditor shall use the credit extended by the Creditor only for the
use outlined in the Agreement or for such other use(s) subsequently permitted by the
In the event the Creditor, in its sole discretion, issues a card-lock device to
the Applicant which enables the Applicant to charge fuel purchases to the Applicant's
credit account with the Creditor (a "Fuel Card"), the following shall apply:
the Applicant shall immediately notify the Creditor of any suspected loss, theft,
fraud, or unauthorized use of the Applicant's Fuel Card. If that notice is given
orally, the Applicant shall promptly thereafter confirm such notice to the
Creditor in writing. The Applicant may be liable for the unauthorized use of his/
her/its/their Fuel Card before such notice has been provided to the Creditor;
Fuel Card charges shall be subject to the same payment and interest terms as
any other credit extended to the Applicant pursuant to the Agreement.
The Creditor shall provide the Applicant with a statement of
account on a monthly basis (the "Billing Cycle") by way of an online or emailed
electronic statement of account. Should the Applicant require a mailed paper statement,
a fee will be applied monthly to their account. Such statement shall be deemed correct
and accepted by the Applicant unless Applicant provides notice to the Creditor in writing
within five (5) business days of receipt of such statement.
The Applicant shall pay all sums due under this Agreement by the
20th day following the delivery of the monthly statement of account, or as otherwise
stipulated in the invoice for specific goods or services.
All amounts overdue according to the payment terms set out above shall be
subject to interest (the "Annual Service Charges") at the rate of 24% per year.
Allocation of Payments.
Payments by Applicant will be applied first to the balance
outstanding from the previous Billing Cycle (which includes outstanding balances of
principal and any applicable fees and Annual Service Charges relating thereto), and
then to any purchases made in the current Billing Cycle, provided that the Creditor may,
subject to applicable law, allocate any payment in a manner determined by the Creditor
in its sole discretion.
The Creditor shall have the right and authority to offset any payable due by the
Applicant to the Creditor against any amount due by the Creditor to the Applicant,
provided that the Creditor shall only be permitted to do so if the Applicant has exceeded
the authorized credit limit or is otherwise in default in making payment against the
outstanding credit balance.
The Creditor may, in its sole discretion, charge any overdue
account balance to the bank account listed in the Agreement.
The Applicant may suspend access to the credit at any time by
notifying the Creditor in writing. The Creditor may suspend the Applicant's access to the
credit at any time without prior notice. Notwithstanding any suspension of access to
credit pursuant to this section, the Applicant shall remain responsible for paying
outstanding indebtedness to the Creditor.
Charge on Delivery.
Until the Applicant's credit is approved, any purchase of goods
shall be subject to charge on delivery terms.
The Applicant shall inspect any goods delivered by the
Creditor. The Applicant is deemed to have accepted the goods unless it notifies the
Creditor in writing within five (5) business days of delivery that the goods do not
conform in quantity or quality as agreed upon at the time of purchase. The Applicant
shall be invoiced for all accepted goods.
Unless otherwise permitted under these terms and conditions, the Applicant
shall have no right to return any delivered goods. In the event the Creditor agrees to
accept the return of any delivered goods, the Applicant may be charged a restocking
fee of 15% with a minimum of $15.00 (subject to change with or without notice).
Any payment returned NSF will result in an additional administrative fee of
$40.00 (subject to change with or without notice).
The Applicant represents and warrants that the information
disclosed in the Agreement is true and accurate. Any credit advanced to the Applicant
is extended upon the basis of the information provided herein and hereafter by the
Applicant or otherwise at the request of the Creditor. As such, the Applicant shall,
throughout the term of the commercial relationship with the creditor, immediately advise
the Creditor, in writing, of any changes to the information provided in the Agreement.
References & Credit Checks.
The Applicant has obtained the consent of the persons
listed on the Agreement as personal references and hereby authorizes the Creditor to
contact any such person(s), any credit bureau, and/or any other third parties for the
purposes of assessing the Applicant's creditworthiness and/or to otherwise confirm the
information provided by the Applicant. The Applicant consents to the disclosure by the
Creditor of the Applicant's credit and/or personal information to credit bureaus or credit
reporting agencies, or to any persons or entities with whom the Applicant has, or
proposes to have, financial relations.
Collection of Information.
The Applicant consents to the Creditor's collection, use,
and disclosure from time to time of the Applicant's personal information (including
financial and credit information) from any source in connection with the credit hereby
applied for, or any renewal or extension thereof, as the Creditor deems necessary for
the following purposes:
and the Applicant hereby agrees that this executed Agreement shall be good and
sufficient authority to the said sources for the release of such information to the
to assess the creditworthiness of the Applicant;
to process the Agreement;
to extend, maintain or renew credit;
to collect and service the Applicant's credit account;
to comply with applicable laws; and
to advise the Applicant about new products and services that may be of
interest to him/her;
Withdrawal of Consent.
The Applicant may withdraw consent to the collection, use,
and disclosure of personal information by giving the Creditor written notice. The
Creditor will inform the Applicant of the implications of withdrawing consent.
Notwithstanding any withdrawal of consent, the Creditor shall still be permitted to use
and disclose personal information to collect or enforce payment of amounts owing as a
result of prior or continuing dealings with the Creditor. The Creditor will not, as a
condition of the granting of credit, require the Applicant to consent to the collection, use
or disclosure of information beyond that required to fulfill the explicitly specified and
legitimate purposes for which the information is being provided.
In the event of a proposed or actual purchase, sale (including a
liquidation, realization, foreclosure or repossession), lease, merger, amalgamation or
any other type of acquisition, disposal, transfer, conveyance or financing of all or any
portion of the Creditor or of any of the business or assets or shares of the Creditor or a
division thereof (each a "Transfer"), the Creditor reserves the right to disclose and/or
transfer the Applicant's personal information (including credit information) in order for
the Applicant to continue to receive the same products and services from the third party
involved in such a Transfer.
In the event of default by the Applicant in any terms or conditions of the
Agreement, any and all reasonable costs incurred by the Creditor relating to the
enforcement of the Agreement or the recovery of any monies owed under the
Agreement shall be considered as part of the principal debt owing and shall bear
interest at the rate of 24% per year and such sums shall include, but not be restricted
to, legal costs on a substantial indemnity basis and reasonable fees of any collector or
This Agreement replaces and supersedes any existing or prior
agreements or applications for credit, whether oral or in writing, between the Applicant
and the Creditor or any of its affiliates or predecessors.
The Applicant shall have no right to amend these terms and conditions.
The Creditor may, upon notice to the Applicant, amend or vary the terms and conditions
of this Agreement. The Applicant's continued acceptance and use of the credit following
notification that the terms and conditions of the Agreement have been varied or
amended will be deemed acceptance by the Applicant of the varied or amended terms
as of the effective date mentioned in the notice, both with respect to indebtedness
incurred subsequent to such date and unpaid indebtedness at such date.
If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other term or provision of this Agreement.
The Applicant shall not assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of Creditor. Any
purported assignment or delegation in violation of this paragraph is null and void.
This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada applicable
All notices, request, consents, claims, demands, waivers and other
communications hereunder (each, a "Notice") shall be in writing and addressed to the
parties at the addresses set forth on the face of the Account Application and Credit
Agreement or to such other address that may be designated by the receiving party in
writing. Notices sent in accordance with this paragraph will be deemed effectively given:
(a) when received, if delivered by hand; (b) when received, if sent by a nationally
recognized overnight courier; (c) when sent, if by facsimile or email (in each case, with
confirmation of transmission) if sent during the addressee's normal business hours, and
on the next business day if sent after the addressee's normal business hours; and (d)
on the third day after the date mailed by certified or registered mail, return receipt
requested, postage prepaid.