Terms, Conditions, Acknowledgements and Authorizations - UPI Energy FS

Terms, Conditions, Acknowledgements and Authorizations

  1. 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.
  2. Co-Applicant(s). 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- Applicant.
  3. Personal Guarantee. 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.
  4. Credit Arrangement. 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.
  5. 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.
  6. 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 Creditor.
  7. Fuel Cards. 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:
    1. 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; and
    2. 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.
  8. Monthly Statements. 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.
  9. Payment Terms. 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.
  10. Interest. 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.
  11. 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.
  12. Offset. 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.
  13. Direct Withdrawal. The Creditor may, in its sole discretion, charge any overdue account balance to the bank account listed in the Agreement.
  14. Suspending Credit. 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.
  15. Charge on Delivery. Until the Applicant's credit is approved, any purchase of goods shall be subject to charge on delivery terms.
  16. Non-conforming Goods. 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.
  17. Returns. 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).
  18. NSF Fee. Any payment returned NSF will result in an additional administrative fee of $40.00 (subject to change with or without notice).
  19. Information Accurate. 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.
  20. 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.
  21. 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:
    1. to assess the creditworthiness of the Applicant;
    2. to process the Agreement;
    3. to extend, maintain or renew credit;
    4. to collect and service the Applicant's credit account;
    5. to comply with applicable laws; and
    6. to advise the Applicant about new products and services that may be of interest to him/her;
    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 Creditor.
  22. 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.
  23. Information Transfer. 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.
  24. Default. 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 collection agency.
  25. Entire Agreement. 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.
  26. Amendments. 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.
  27. Severability. 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.
  28. No Assignment. 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.
  29. Governing Law. 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 therein.
  30. Notices. 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.