Esso Fleet Card: Terms and conditions

1. DEFINITIONS
In addition to the terms defined in the Esso Fleet Card Application, as used herein, the following terms shall have the following meanings:
1.1 “Account” means the Esso Fleet Card account described and established by this Agreement.
1.2 “Authorised Reseller” means Esso branded service stations in Singapore as notified by ExxonMobil from time to time, accepting the Esso Fleet Card for purchases of the Products, Other Products and Services, as ExxonMobil may designate from time to time.
1.3 “Authorised Items” means the specific Products, Other Products and/or Services authorised by the Cardholder in the Vehicle Details Attachment (as may be updated from time to time), which may be charged to the Esso Fleet Card.
1.4 “Authorised Signatory” means the person applying on behalf of the Cardholder and/or whose name appears on the Esso Fleet Card Application.
1.5 “Authorised User” means any natural person designated in writing by the Cardholder in the Esso Fleet Card Application or from time to time to whom ExxonMobil issues an Esso Fleet Card at the request of the Cardholder, as having the authority to use the Esso Fleet Card so issued.
1.6 “Billing Period” means the period for the billing of Charges, as specified by the Cardholder on the Esso Fleet Card Application and approved by ExxonMobil.
1.7 “Cardholder” means the company whose name and address appears on the Esso Fleet Card Application.
1.8 “Charges” means all amounts howsoever charged to each of the Esso Fleet Cards, 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 on a full indemnity basis) incurred by ExxonMobil in relation to or in connection with any or all of the Esso Fleet Cards issued by ExxonMobil hereunder or the recovery of any of such amounts, charges, costs, fees or expenses payable hereunder.
1.9 “Credit Period” means the period for full settlement of the Charges by the Cardholder, as established and endorsed by ExxonMobil on the Cardholder’s Esso 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 5 hereof.
1.10 “ExxonMobil” means ExxonMobil Asia Pacific Pte. Ltd.
1.11 “Esso Fleet Card” means a card issued by ExxonMobil pursuant to this Agreement bearing a valid nineteen-digit identification code, and the registration number of a Listed Vehicle or a Master Number.
1.12 “Esso 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 and/or Services to an Esso Fleet Card.
1.13 “Listed Vehicle” means a vehicle designated by the Cardholder on the Esso Fleet Card Application for the issue of an Esso Fleet Card bearing the registration number of the said vehicle, which particulars appear on the Vehicle Details Attachment.
1.14 “Master Number” means a number, name or term not exceeding 10 digits chosen by the Cardholder in his Vehicle Details Attachment and accepted by ExxonMobil, and embossed on an Esso Fleet Card in lieu of the registration number of a Listed Vehicle.
1.15 “Maximum Amount” means the amount stipulated by the Cardholder (and approved by ExxonMobil) on 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 Esso Fleet Card issued for a Listed Vehicle.
1.16 “Notification of Loss” or “Notification” means the notice in writing by the Cardholder to ExxonMobil reporting the loss or theft of an Esso Fleet Card pursuant to Section 7 below.
1.17 “Other Products” means such products expressly approved by ExxonMobil from time to time being products which are offered for sale by an Authorised Reseller and which may be charged to the Esso Fleet Card.
1.18 “PIN” means Personal Identification Number issued by ExxonMobil to the Cardholder for each Esso Fleet Card issued to the Cardholder for use of such Esso Fleet Card and which number, where permitted, may be changed from time to time by such Cardholder or an Authorised User.
1.19 “Products” means available fuels, lubricants and Authorised Items offered for sale by an Authorised Reseller, for which purchases may be charged to the Esso Fleet Card.
1.20 “Replacement Esso Fleet Card” means an Esso Fleet Card specially issued in case of loss, theft or mutilation in accordance with Section 7 hereof or, in case of a surrender of an Esso Fleet Card in accordance with Section 4 hereof, as applicable.
1.21 “Sales Voucher” means a voucher issued by ExxonMobil or by an Authorised Reseller at the time of purchase and charge of the Products, Other Products and/or Services to the Esso Fleet Card.
1.22 “Services” means available services relating to maintenance and repair of the Listed Vehicles rendered by the Authorised Reseller, the cost of which may if permitted by Cardholder be charged to the Esso Fleet Card.
1.23 “Vehicle Details Attachment” means the attachment to the Esso Fleet Card Application completed by the Cardholder and containing the Particulars of each of the Listed Vehicle(s) to be issued with an Esso Fleet Card pursuant to this Agreement. Words importing the singular number include the plural number and vice versa.

2. CARD ACCOUNT
In consideration of ExxonMobil issuing an Esso Fleet Card, the Cardholder and the
authorised signatory undertake to be bound by the terms and conditions herein.
2.1 The Terms and Conditions cover the Account established in the name of the Cardholder in respect of the purchase and charge to the Esso Fleet Cards of Products, and/or Services and the use of the Esso Fleet Cards by the Cardholder and Authorised Users at Authorised Resellers. All obligations under the terms and conditions (notwithstanding references made solely to the Cardholder) shall be the joint and several responsibility of the Cardholder and any Authorised User. 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 accepted earlier, such Authorised Users shall be deemed to accept these terms and conditions upon use of the Esso Fleet Card. The release or discharge of liability or any invalidity or unenforceability in respect of a person using an Esso 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 Esso Fleet Card is issued.
2.2 The application by the Cardholder for an Esso Fleet Card shall constitute the Cardholder’s undertaking to be bound by these terms and conditions upon issuance of the Esso Fleet Card. The Cardholder shall be responsible for the Esso Fleet Card issued by ExxonMobil on the Cardholder’s Account and at the Cardholder’s request.
2.3 The Cardholder or his authorised representative shall sign the Esso Fleet Cards immediately on receipt thereof. Upon acceptance of any Esso Fleet Card, the Cardholder represents and warrants to ExxonMobil that the particulars of the Authorised Signatory and/or Authorised User and/or Listed Vehicle contained on such card are true and correct.

3. CARDHOLDER'S INFORMATION
3.1 The Esso Fleet Card enables the Authorised Users to purchase Products, Other Products and/or Services from any Authorised Resellers and to charge such purchases to the Esso 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, and/or Services or be liable in the event of such non-availability or non-provision thereof and PROVIDED FURTHER THAT any purchase tax, customs excise and/or other levies or duties including GST imposed or levied by any governmental authority or body whether imposed before or after the date of any purchase and charge of the Products, and/or Services to the Esso Fleet Cards shall be for the Cardholder’s account.
3.2 The Authorised User shall be the only person with authority to use the Esso Fleet Card bearing the name of such Authorised User, and, if bearing the registration number of a Listed Vehicle, then for use only in relation to such Listed Vehicle.
3.3 The aggregate amount chargeable at any time or in any one transaction to the Esso Fleet Card shall not exceed the Maximum Amount applicable to such Esso 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 or not notified to the Cardholder. The Cardholder agrees not to exceed, and to ensure that the other Authorised Users do not exceed these Maximum Amounts and not to, from time to time, exchange credit information or obtain a credit report on the Cardholder. 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.
3.4 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 approval.
3.5 The Authorised Reseller shall have the right, but shall not be required to verify that the registration number of the Listed Vehicle appearing on any Esso Fleet Card and/or that the purchases charged to an Esso Fleet Card relate to or is for the benefit of the Listed Vehicle which registration number appears on the said Esso Fleet Card, and/or the identity and/or authority of a person purporting or holding himself out to be an Authorised User if the Esso Fleet Card tendered by such person appears to be in order.
3.6 The Cardholder and/or the Authorised User shall be responsible for and shall ensure that the Sales Voucher or the Esso Fleet Card Receipt, as the case may be, accurately reflects any and all purchases charged to the Esso Fleet Card.
3.7 Details of all transactions charged to the Esso Fleet Card shall be captured in ExxonMobil’s computer print-out, which said computer print-out shall be deemed as conclusive and binding upon the Cardholder. ExxonMobil shall have the right to admit such print-outs as evidence of charges in any dispute with the Cardholder.
3.8 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 Esso Fleet Card or for any loss or damage arising from the manner of acceptance of the Esso Fleet Card, or for any defects or deficiency in or complaints relating to the Products and/or Services or for any other disputes or claims that the Principal Cardholder and/or any other Authorised User may have with or against an Authorised Reseller and any loss of profits, special, incidental, consequential, exemplary or punitive damages.
3.9 Any dispute or claim the Cardholder and/or any other 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.
3.10 In all circumstances, the Cardholder shall be liable for and pay in full the amounts
of all Charges without any right of set-off whatsoever.
3.11 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 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 an Esso Fleet Card to the Cardholder or to any other Authorised User upon the Cardholder's request or the use of the Esso Fleet Card by the Cardholder and/or any Authorised User, or the Products, Other Products and/or Services.

4. LIABILITY OF CARDHOLDERS
4.1 The Cardholder represents the truth and accuracy of the details furnished in the Esso Fleet Card Application, notices and other information furnished or required to be furnished to ExxonMobil hereunder, including, without limitation, the particulars of the Listed Vehicle(s) in the Vehicle Details Attachment and, of the Authorised Users in the Esso Fleet Card Application.
4.2 The Cardholder shall notify ExxonMobil in writing of any change in the Listed Vehicle or particulars that have been furnished to ExxonMobil (including particulars set out in the Esso Fleet Card Application, if applicable), the Vehicle Details Attachment or, the Authorised Users and/of their particulars, which notification shall be given by the Cardholder within seven (7) days of the relevant change, and which notification shall be effective upon receipt by ExxonMobil of the same. Upon any such change, the Cardholder shall surrender the Esso Fleet Card relating to such Listed Vehicle or Authorised User and ExxonMobil may issue a Replacement Esso Fleet Card showing the changed particulars.
4.3 The Cardholder shall be responsible and shall pay for any and all purchases of Products, and/or Other Products and/or Services charged to the Esso Fleet Cards, notwithstanding that a vehicle is no longer a Listed Vehicle or an Authorised User is no longer so authorised or that the charges 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 was not incurred in respect of the Products and/or Other Products and/or Services or of any particular Listed Vehicle.
4.4 The Cardholder shall provide any information ExxonMobil may reasonably and lawfully request about an Authorised User or Authorised User’s use of an Esso 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.
4.5 The Cardholder undertakes and agrees with ExxonMobil that it shall at all times during the continuance of this Agreement observe and perform, and
shall ensure and/or cause the Authorised Users at all times during the continuance of this Agreement, to observe and perform, all the terms and conditions set out in this Agreement, including without limitation, the following:
(i) to take all reasonable care and precautions to prevent the loss, theft or mutilation of any Esso Fleet Card (s) (Fleet);
(ii) not to reveal the Personal Identification Number of the Esso Fleet Card to any person other than the Authorised User;
(iii) to reimburse ExxonMobil all costs and expenses (including, without limitation, legal fees 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;
(iv) to immediately inform ExxonMobil if the Cardholder and/or any Authorised User suspects that a Esso Fleet Card is being used without the authorisation of the Cardholder; and
(v) to inform ExxonMobil of any changes of its address and that of the other Authorised Users within seven (7) days of such change.

5. PAYMENT
5.1 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 prior written approval have been obtained from ExxonMobil.
5.2 Payment shall be effected by GIRO, unless otherwise allowed by ExxonMobil.
5.3 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.
5.4 The Cardholder shall give written notification to ExxonMobil (Attention: 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 but in any case, not later than seven (7) days from the date of the said invoice or statement. In all circumstances, the Cardholder shall pay in full the amounts stated on the invoices. Any credits due to the Cardholder will be credited to the Account and reflected in a statement of account in due course.
5.5 A late payment charge of two percent (2%) per month shall be levied on any Charges (or part thereof) remaining unpaid after the Credit Period.
5.6 The Cardholder and/or Authorised User may from time to time request for a second copy 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 from time to time) in the event that the said statement of account is two (2) months old or more.
5.7 Further, the Cardholder and/or Authorised User may from time to time request for a copy of the Sales Voucher or Esso 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 from time to time) for each copy of the Sales Voucher or Esso Fleet Card Receipt.
5.8 The Cardholder and Authorised Signatory hereby jointly and severally guarantee to ExxonMobil payment on demand of all sums of money or part thereof which may be due and owing to ExxonMobil from time to time by the Cardholder under this Agreement. This guarantee shall be binding as a continuing and unlimited guarantee.
5.9 The Cardholder and Authorised Signatory also jointly and severally agree to bear all legal and all other expenses incurred in relation to this guarantee or in seeking to enforce it.
5.10 Any invoice, statement 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 Esso Fleet Card Application or to the last address notified in writing to ExxonMobil (Orchard Post Office P.O. Box 700 Singapore 912324, Attention: ExxonMobil Card Centre) by the Cardholder.

6. LOSS OF CARD OR DISCLOSURE OF PIN
6.1 The Cardholder shall immediately send to ExxonMobil (Attention: ExxonMobil Card Centre) a Notification of Loss, advising the loss or theft of any Esso Fleet Card. The Cardholder shall be fully liable for all Charges incurred or accrued prior to ExxonMobil’s receipt of the said Notification. The Cardholder shall have no liability for any Charges incurred or accrued after ExxonMobil’s receipt of the Notification PROVIDED ALWAYS THAT if the loss or theft of the Esso Fleet Card is the result of any breach or default of this Agreement or the negligence of the Cardholder and/or any Authorised User, the Cardholder shall be fully liable for all Charges, whether incurred or accrued against the said Esso Fleet Card on, before or after ExxonMobil’s receipt of the Notification.
6.2 If any Esso Fleet Card(s) (Fleet) reported lost or stolen shall be subsequently recovered by Cardholder or Authorised User, the said Esso Fleet Card(s) (Fleet) shall be returned immediately to ExxonMobil by Cardholder or Authorised User for destruction. In this case, a Replacement Esso Fleet Card, if any, shall instead be used. The Cardholder shall immediately notify ExxonMobil in writing of the recovery of the original Esso Fleet Card.

7. TERMINATION AND SUSPENSION
7.1 This Agreement shall commence on the date of ExxonMobil’s endorsement of the Cardholder’s Esso Fleet Card Application and shall continue until terminated or cancelled or revoked in accordance with the provisions of this Agreement.
7.2 This Agreement or the Account or any Esso Fleet Card(s) (Fleet) may be terminated, revoked or cancelled or suspended by ExxonMobil at any time without prior notice and with or without cause.
7.3 This Agreement may be terminated by the Cardholder by giving ExxonMobil thirty (30) days’ prior written notice, requesting the cancellation of the Agreement, the Account or any Esso Fleet Card(s) (Fleet) or pursuant to Section 12 below.
7.4 The Cardholder shall remain liable for all Charges incurred on any Esso Fleet Card in respect of any Esso Fleet Card prior to or after such termination, revocation, suspension or cancellation or request for cancellation of the Agreement and/or Account and/or any Esso Fleet Card(s) (Fleet).
7.5 If this Agreement and/or Account and/or any Esso Fleet Card shall, for any reason whatsoever, be terminated or cancelled or revoked in accordance with the provisions of this Agreement, the Cardholder shall be responsible to obtain and return to ExxonMobil each cancelled Esso Fleet Card from the Authorised Users.
7.6 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 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 and/or of any Esso Fleet Card.
7.7 On the effective date of termination or cancellation or revocation, regardless of the reason therefore, the Cardholder shall immediately settle in full all Charges incurred on the Esso Fleet Cards up to and including the said effective date of termination or cancellation or revocation and shall return the Esso Fleet Cards to ExxonMobil without any set-off whatsoever.
7.8 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.
7.9 The termination or cancellation or revocation of this Agreement or any Esso 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 this Agreement and stipulations herein contained.

8. TERM OF AGREEMENT
8.1 The Cardholder acknowledges and agrees that each of the Esso Fleet Cards issued pursuant to this Agreement is and shall remain, throughout the term of this Agreement, the property of ExxonMobil.
8.2 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 Esso 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 Esso Fleet Card. ExxonMobil further reserves the right to limit or restrict the Cardholder's right to use the Esso 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).
8.3 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.

9. ASSIGNMENT
9.1 The Cardholder agrees and shall ensure and cause the Authorised Users to agree that ExxonMobil may disclose any information relating to the Cardholder or the Authorised User, including assets or liabilities and any other information relating to the Esso Fleet Card and/or Account to any other person without reference to the Cardholder or the Authorised User if ExxonMobil considers it in its interest to do so.
9.2 ExxonMobil may, by giving at least one (1) months’ prior written notice, impose a charge for the use of each of the Esso Fleet Cards.
9.3 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 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.

10. WAIVER
10.1 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 any other Authorised User of any of the terms or conditions herein contained and any modification thereof but without prejudice to its powers, rights and remedies for enforcement thereof.
10.2 PROVIDED ALWAYS THAT:
(i) no neglect or forbearance of ExxonMobil to require and enforce payment of any monies hereunder or the performance and observances of any terms or conditions herein contained nor any time which may be given to the Cardholder or any other Authorised User shall in any way prejudice or affect any of the rights, powers or remedies of ExxonMobil at any time afterwards to act strictly in accordance with the provisions thereof; and
(ii) no such waiver of any such breach as aforesaid shall prejudice the rights of ExxonMobil in respect of any of the terms or conditions aforesaid nor shall it be deemed or construed that ExxonMobil have agreed to waive any such breach(es) in future.

11. OTHER TERMS AND CONDITIONS
11.1 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.
11.2 In case any provision in this Agreement shall be, or at any time shall become invalid, illegal or unenforceable in any respect under law, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provisions of this Agreement but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
11.3 Such Terms & Conditions herein shall continue to survive the termination or cancellation or revocation of this Agreement and/or the Esso Fleet Card and/or Esso Fleet Card Account for any cause whatsoever.
11.4 This Agreement and all matters arising out of the issuance or use of the Esso Fleet Cards shall be subject to the laws of Singapore and that parties agree to submit to the exclusive jurisdiction of the courts of Singapore.

12. EXCLUSION
12.1 All purchases on Esso Fleet Cards are not entitled to earn any Smiles Points from the Smiles Driver Rewards programme.
ExxonMobil Asia Pacific Pte. Ltd. Registration Number 196800312N


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