The following Terms and Conditions govern the use of the CPL Petroleum Fuel Card. CPL Petroleum Limited reserves the right to amend the following Terms and Conditions without prior notification.
1. DEFINITIONS
"Card" means any Fuel Card issued to the Customer by CPL Petroleum.
"Cardholder" means any person to whom the Customer has provided a Card.
"C H Jones" means CH Jones Limited (company number: 305804) whose registered office is situated at Premier Business Park, Queen Street, Walsall, West Midlands WS2 9PB and its successors, assigns and appointed agents.
"C H Jones and CPL Petroleum Contract" means a contract between CH Jones and CPL Petroleum which sets out the terms on which C H Jones has authorised CPL Petroleum to issue Cards to Customers. CPL Petroleum is only entitled to provide Cards subject to these Conditions and the C H Jones and CPL Petroleum Contract.
"Conditions" means these Terms and Conditions of Use and "Condition" shall be construed accordingly.
"Contract" means a contract created by the acceptance by CPL Petroleum of an order made by the Customer for a Card and which incorporates these Conditions and any special conditions in the order.
"Customer" means any person, company or firm to whom CPL Petroleum issues a Card.
"Fuel Card" means any card issued by CPL Petroleum for the purchase of Goods and/or Services.
"Group Company" means any subsidiary or holding or subsidiary of such holding company (as "subsidiary" and "holding" are defined in Section 736 of the Companies Act l985).
"Goods and/or Services" means diesel, gas oil, lubricants and petrol from specified stock and such other goods and services as CPL Petroleum may from time to time notify to the Customer are available from the Suppliers.
"PIN" means the personal identification number issued to the Customer with the Card for use at fully automatic sites.
"Suppliers" means such suppliers of the Goods and/or Services as CPL Petroleum shall from time to time notify to the Customer.
"CPL Petroleum" means CPL Petroleum Limited (company number: 3003860) whose registered office is at Mill Lane, Wingerworth, Chesterfield, Derbyshire S42 6NG.
2. GENERAL
2.1 All Contracts or arrangements pursuant to which any Card is issued to a Customer shall be subject to these Conditions to the exclusion of all other terms conditions warranties and representations whether express or implied save for such items non-excludable by law as set out in Condition 7.4.
2.2 Signature of and/or use of a Card by the Customer or a Cardholder constitutes acceptance of these Conditions which supersede and shall be taken to override any terms and conditions proposed or stipulated by the Customer and any literature setting out the use of the Card provided by CPL Petroleum and/or C H Jones.
2.3 All quotations or offers made and all orders of the Card are accepted by the Customer subject to these Conditions. All prices quoted are subject to alteration or withdrawal by CPL Petroleum from time to time without notice.
2.4 These Conditions shall apply to all repeat orders made by the Customer unless CPL Petroleum notifies the Customer otherwise.
3. ISSUE OF CARDS
3.1 The Cards remain the property of C H Jones under the C H Jones and CPL Petroleum Contract at all times and shall be returned by the Customer to CPL Petroleum forthwith on request, and may in the circumstances provided in Condition 13 be cancelled and/or retained at any time by CPL Petroleum, a Supplier or any person acting on behalf of CPL Petroleum or a Supplier.
3.2 A Card will not be valid unless the signature strip on the Card has been completed in accordance with instructions issued from time to time by CPL Petroleum.
3.3 All requests for Cards and additional Cards shall be dealt with by CPL Petroleum who may agree to or refuse such requests in whole or part in its absolute discretion.
3.4 CPL Petroleum may cancel Cards at any time without notice and may in its absolute discretion refuse to reissue, renew or replace Cards. Cancellation of Cards shall not constitute termination of the Contract which matter will be determined pursuant to Condition 13.
4. USE OF CARDS
4.1 The Customer agrees to comply with all CPL Petroleum's instructions for use of Cards notified from time to time and to procure compliance therewith by Cardholders. Failure to comply with such directions will not enable the Customer to avoid liability to pay CPL Petroleum in respect of any use of a Card.
4.2 Forthwith upon receipt of the Card the Customer shall ensure that each Card is :
4.2.1 signed by the Cardholder authorised by the Customer to use that card; and
4.2.2 has the registration number of the authorised vehicle indicated upon it.
4.3 The Customer shall ensure that the Cardholders will keep Cards secure at all times, not use nor permit the use of Cards other than for the purchase of Goods and/or Services in accordance with these Conditions and not disclose the PIN to anyone other than to the Cardholder of that Card.
4.4 The Customer acknowledges that security of the PIN is paramount and therefore, the Customer agrees that it will (and will procure that any Cardholder will):
4.4.1 not write (or otherwise record) the PIN on the Card or any other item normally kept with or near the Card;
4.4.2 not write the PIN (or otherwise record) in a way that can be easily understood by someone else;
4.4.3 not disclose the PIN to someone else, including a representative of CPL Petroleum or CH Jones;
4.4.4 destroy the pin advice immediately after receipt;
4.4.5 not interfere with the magnetic strip or chip in the Card; and
4.4.6 comply with all reasonable instructions CPL Petroleum issues regarding keeping the PIN safe.
4.5 The Customer shall ensure that the Cards are kept undamaged and are not defaced, and shall indemnify CPL Petroleum against loss arising from damage caused by use by the Customer of broken or damaged Cards.
4.6 CPL Petroleum accepts no liability for any loss or expense suffered by the Customer if the Card is damaged or any Supplier refuses to accept a Card.
4.7 Cards may not be used after their expiry date nor after receipt of any notification of their cancellation or withdrawal. On the day after the expiry date, the Customer shall destroy the Card.
4.8 Neither the Customer nor any of its Cardholders may appropriate any goods until the validity of the relevant Card has been checked by the Supplier.
4.9 The Customer may only use a Card up to the credit limit notified to it by CPL Petroleum from time to time.
4.10 If the Customer requests CPL Petroleum to deactivate a Card for any reason other than loss or theft, the Customer will remain responsible for transactions on the Card until such time as the Card is cut in half and returned to (and received) by CPL Petroleum by registered post.
4.11 The Customer shall notify the contents of these Conditions to all of its Cardholders and shall be responsible for ensuring compliance by any such Cardholder with these Conditions.
5. PURCHASE OF GOODS AND/OR SERVICES
5.1 Neither CPL Petroleum nor CH Jones give any warranties whether express or implied and whether arising by common law or statute in relation to any Goods and/or Services supplied to the Customer by the Supplier.
5.2 When purchasing Goods and/or Services with the Card, the Cardholder shall comply with all procedural requirements of the Supplier in respect of the relevant Card transaction as notified by CPL Petroleum to the Customer from time to time and shall be liable to pay CPL Petroleum for all amounts due to CPL Petroleum pursuant to all Card transactions.
6. LOSS OR THEFT
6.1 If any Card is lost or stolen the Customer shall notify CPL Petroleum of such loss or theft forthwith by telephone or facsimile message, with written confirmation by post within seven days quoting the Customer's Fuel Card account number. Such notification shall be given to such address or telephone number as CPL Petroleum may from time to time specify.
6.2 The Customer will be liable to pay for any purchase made with a lost or stolen Card until the Card is stopped. This may take up to four working days after CPL Petroleum receives written notification. Saturdays and Sundays are not working days for these purposes. A telephone or facsimile notification which is not subsequently confirmed by post will not be a proper notification and the Customer shall continue to be liable in respect of purchases made with a lost or stolen Card until proper notification is given. The Customer will give CPL Petroleum and any person acting on its behalf all necessary assistance in the investigation of any loss or theft of any Card, and will take all reasonable steps to assist CPL Petroleum to recover any such Card.
6.3 Save in the circumstances provided in Condition 6.2 the Customer will be liable for all purchases whatsoever made with a Card issued to it.
7. RESTRICTION OF LIABILITY
7.1 Issue of Cards does not constitute any express or implied term condition warranty nor representation by CPL Petroleum as to the availability of or the provision of any Goods and/ or Services nor as to the acceptance of the Card by a Supplier and CPL Petroleum shall not be liable for any failure whatsoever to obtain supply nor for any refusal whatsoever by a Supplier to accept a Card in return for Goods and/or Services.
7.2 CPL Petroleum shall not be liable for any injury costs expense loss or damage suffered by the Customer and/or the Cardholder whether in contract or in tort including without limitation negligence on the part of CPL Petroleum its servants or agents arising out of or in connection with any one or more of the following, namely:
7.2.1 supply, refusal to supply or unavailability of any Goods and/ or Services;
7.2.2 refusal to accept any Card in return for Goods and/or Services;
7.2.3 cancellation of a Card pursuant to Condition 13;
7.2.4 any act, omission, neglect or default of CPL Petroleum its servants or agents;
7.2.5 any breach by CPL Petroleum its servants or agents of any provision of these Conditions.
7.3 CPL Petroleum shall not be liable for any claim whatsoever for economic loss, loss of production, loss of profit, loss of opportunity, loss of bargain or other indirect or consequential injury, loss of damage made by the Customer or Cardholders against CPL Petroleum in respect of the matters specified in Conditions 7.2.1 to 7.2.5 inclusive.
7.4 Nothing in these Conditions shall limit or exclude the liability of CPL Petroleum in respect of death or personal injury resulting from the negligence of CPL Petroleum, its servants or agents nor to limit or exclude the respective rights, duties and remedies of CPL Petroleum and the Customer under Section 12 of the Sale of Goods Act 1979.
8. ACCOUNTS AND PAYMENT
8.1 The Customer shall reimburse CPL Petroleum all sums payable in respect of any and all use of any Card issued to the Customer save in the circumstances provided in Condition 8.2 and following a proper notification as provided in Condition 8.
8.2 CPL Petroleum shall send to the Customer a statement each week or other period that it may agree in writing at its absolute discretion showing the sum provided in Condition 8.1 and in the event of any discrepancy between CPL Petroleum's statement and the Customer's records the former shall prevail in the absence of conclusive proof to the contrary.
8.3 The Customer shall pay CPL Petroleum all sums shown on such statements issued by CPL Petroleum as per the standard payment terms notified to the Customer from time to time.
8.4 All sums due hereunder shall be made by direct debit or such other means of payment as CPL Petroleum may from time to time require.
8.5 If a Customer's payment by direct debit fails or a cheque is not honoured, CPL Petroleum shall be entitled to charge the Customer a fee of £20.00 plus VAT to cover administration costs for each failed presentation.
8.6 All sums payable hereunder shall be inclusive of VAT at the rate prevailing at the relevant tax point.
9. INTEREST
9.1 CPL Petroleum shall be entitled to charge interest on all sums payable hereunder not received in cleared funds by their due date as specified in condition 8.3 until the date of payment at the rate of 5% per annum above the National Westminster Bank plc base lending rate as varied from time to time calculated on a 365 day year both before and after judgement.
9.2 Payments will be applied by CPL Petroleum in payment first to all interest and second towards repayment of the Customer account.
10. FEES
10.1 The Customer shall pay CPL Petroleum's standard fee prevailing from time to time in respect of each Card issued to the Customer and in respect of all replacements thereof.
10.2 Card fees shall be invoiced by CPL Petroleum to the Customer at the time of issue or replacement and shall be payable by the Customer as provided in Condition 8.3.
11. REPLACEMENT AND REISSUE
11.1 Cards are valid for one year from the date of issue. Subject to CPL Petroleum's right to refuse to reissue Cards, replacement Cards will be issued annually.
11.2 CPL Petroleum may, upon request but in its absolute discretion, issue Cards to replace lost, stolen or damaged cards subject to payment by the Customer of a further standard Card fee for each Card.
12. ADDITIONAL BENEFITS
12.1 CPL Petroleum may from time to time offer additional benefits to Customers and/or Cardholders, CPL Petroleum reserves the right to charge additional fees for such benefits, where they are accepted by the Customer and/or the Cardholder. The provision of such benefits shall be at the discretion of CPL Petroleum and subject to availability and benefits may be withdrawn or varied at any time without notice.
13. TERMINATION
13.1 The Customer and CPL Petroleum shall be entitled to terminate the Contract forthwith at any time by giving written notice to the other party.
13.2 The Contract shall terminate forthwith in the event the Customer becomes unable to pay its debts within the meaning of Section 123 or 268 of the Insolvency Act 1986 or if an effective resolution is passed for the winding-up of the Customer or if a petition is presented for the bankruptcy or winding-up of the Customer or for the appointment of an administrator, or if the Customer stops payment or ceases to carry on its business or a secured creditor seeks to enforce his security or a receiver, administrative receiver, or receiver and manager is appointed over all or any part of the property undertaking or assets of the Customer
13.3 CPL Petroleum may suspend or terminate the Contract forthwith by written notice in the event that any breach of any of these Conditions is committed by the Customer and/or a Cardholder or in the event that the Customer provides any information to CPL Petroleum which is false.
13.4 Where CPL Petroleum suspends the Contract pursuant to Condition 13.3 it shall be entitled to cancel any Card then issued to the Customer without prior warning.
14. CONSEQUENCES OF TERMINATION
Upon termination:
14.1 CPL Petroleum will require immediate repayment of all sums outstanding from the Customer.
14.2 The rights of the Customer and/or any Cardholder to use the Cards shall terminate forthwith and the Customer shall forthwith return all Cards to CPL Petroleum without prejudice to the Customer's liability for the use of Cards until they are received by CPL Petroleum.
14.3 Termination shall not prejudice the rights of either party which have accrued up to the date of termination.
15. NO SET-OFF
No claim by the Customer and/or any Cardholder against a Supplier, CPL Petroleum or any CPL Petroleum Group Company may be set-off or raised as a counterclaim to any sum payable to CPL Petroleum or any CPL Petroleum Group Company pursuant to these Conditions.
16. CHANGE OF ADDRESS
The Customer shall forthwith notify CPL Petroleum of any changes to the Customer's name, address or bank details.
17. NOTICES
Any notice to be served under these Conditions shall be so served if sent by either party by pre-paid first class post to the registered office of the other party (in the case of companies) or (in any other case) any other address provided to CPL Petroleum or to such address as either party shall from time to time by notice in writing give to the other and all notices shall be deemed to have been served upon the addresses 48 hours after posting.
18. NO WAIVER
The rights and remedies of CPL Petroleum and the Customer in respect of these Conditions or the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by either party to the other nor by any failure of or delay by the said party in ascertaining or exercising any such rights or remedies.
19. INDEMNITY
The Customer agrees to indemnify CPL Petroleum against any costs, expense, loss or damage of any kind whatsoever suffered by CPL Petroleum as a result of any one or more of the following, namely:
19.1 any breach of the Customer or any person acting on his behalf whether or not a Cardholder of any of these Conditions; and
19.2 any failure by the Customer or any person acting on his behalf whether or not a Cardholder to comply with any lawful instruction received from CPL Petroleum.
20. ASSIGNMENT
The Customer may not assign any or all of its rights or obligations hereunder nor may any Cardholder delegate its authority to use a Card.
21. FORCE MAJEURE
If the performance of the Contract by CPL Petroleum or its agents is delayed by circumstances beyond the company's control (including without limitation, fire, flood, war, acts of terrorism, acts of God, government actions, strikes, lock outs and fuel shortages), CPL Petroleum shall have the right at its option to suspend performance of the Contract until such time as it can resume performance of the Contract or, to be discharged from further performance of and liability under the Contract and these Conditions.
22. DATA PROTECTION
22.1 CPL Petroleum shall comply with the requirements of the Data Protection Act 1998 (as amended from time to time) and shall not disclose or allow access to any personal data provided by the Customer or acquired by CPL Petroleum during the course of the Contract other than to a person employed or engaged by CPL Petroleum, as required by law or as provided under clause 22.2 below.
22.2 The Customers hereby expressly consent and shall procure that the Cardholders consent to CPL Petroleum processing the Customer's personal data for the specific purpose of the Contract. Any use, disclosure or access to personal data allowed under clauses 22.1 and 22.2 shall be made in confidence and shall extend only so far as that which is specifically necessary for the purposes of the Contract.
23. GOVERNING LAW
These Conditions and the Contract shall be governed by English law, and CPL Petroleum and the Customer hereby submit to the exclusive jurisdiction of the English Courts.
24. MISCELLANEOUS
A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
25. DISCLOSURE
By entering into the Contract, unless you have indicated otherwise on the order form or you ask us in writing not to, you give us consent to use information concerning you for other purposes including disclosure to credit reference agencies and any other third parties for the purposes of credit reference information.
These Conditions supersede all prior issued and dated versions.
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