Terms and Conditions Personal Guarantee

NATIONWIDE FUEL LTD. FUEL CARD AGREEMENT – TERMS AND CONDITIONS

(the “Terms and Conditions”)

The use of any fuel card (the “Fuel Card“) provided by Nationwide Fuel Ltd. (“Nationwide Fuel“) to the applicant (the “Applicant“) listed in the above credit application (the “Application“) is subject to these Terms and Conditions in addition to those listed in the Application. The Applicant and all parties associated with it listed in the Application including without limitation any Principals (collectively the “Customer“) agree that use of the Fuel Card by the Customer is deemed to be acceptance of these Terms and Conditions.
The Customer acknowledges and agrees that any terms and conditions on the Application and any terms printed on the Fuel Card form part of these Terms and Conditions.
The Customer acknowledges that Nationwide Fuel is a fuel aggregator/brokerage firm and that in addition to these Terms and Conditions the Customer is also subject to any terms and conditions provided by the originating Fuel Card provider (the “Originating Provider“). The Customer agrees that any dispute arising from, connected with or relating to the Fuel Card and the terms and conditions provided by the Originating Provider are between the Customer and Originating Provider and the Customer will not make any claims, counterclaims, complaints, disputes, demands, causes of action, against Nationwide Fuel related to the Fuel Card or such disputes. Nationwide Fuel assumes no liability for the failure of any Fuel Card to be honoured at any time.
If the Customer’s Application is accepted, Nationwide Fuel will establish a line of credit for the Customer based on the estimated purchases provided by the Customer in its Application. Nationwide Fuel may change the line of credit limit at any time without notifying the customer in advance. Nationwide Fuel shall provide the Customer with weekly statements (each a “Statement“) setting out the principal amount and any accrued interest owing on the Customer’s account. Notwithstanding the creation of a line of credit provided by Nationwide Fuel the Customer agrees to pay in full the principal amount and any accrued interest owing in respect of all purchases on the Fuel Card as per the date specified on the Statement. From time to time, Nationwide Fuel may exercise its discretion in extending the time period for payment of Fuel Card expenses however such discretion does not modify the required payments for any past or future payments. The Customer agrees to pay interest on all past-due sums at a rate of TWENTY-ONE PERCENT (21%) per annum compounded monthly.
Nationwide Fuel may temporarily suspend or cancel the Fuel Card and the Customer’s account at any time without prior notice to the Customer. Examples of circumstances where Nationwide Fuel might close or temporarily suspend the Customer’s account include but are not limited to: (a) failure by the Customer to fulfil any of the Customer’s responsibilities under this Agreement including but not limited to the Customer’s failure to pay sums when due; (b) if Nationwide Fuel suspects illegal, unauthorized or fraudulent use of the Fuel Card; (c) if Nationwide Fuel receives any information about the Customer that would lead it to believe that the Customer may not be able to fulfil its payment obligations under this Agreement; or (d) for any other reason that Nationwide Fuel determines from time to time.
It is the sole responsibility of the Customer to review and monitor any invoices/statements provided by Nationwide Fuel for any discrepancies. Failure to report any inaccuracy within 30 days of receipt of a monthly statement will result in the Customer waiving the right to any recourse related to the discrepancy as it relates to Nationwide Fuel.
The Customer acknowledges that it is responsible for all indebtedness resulting from the authorized or unauthorized use of the Fuel Card(s) provided by Nationwide Fuel. The Customer agrees to pay for all purchases made on or with the provided Fuel Cards regardless of whether the line of credit has been exceeded or not, and regardless of whether or not such purchases were made under the authority (express or implied) of the Customer. Nationwide Fuel will not be responsible for any unauthorized purchases made on a Fuel Card whether as a result of unauthorized use by an employee or agent of the Customer, the theft or loss of a card, or otherwise.
As security for the repayment of the indebtedness under the Fuel Card and any accrued and unpaid interest owing thereunder, the Customer has granted or will grant a general security agreement to Nationwide Fuel in a form satisfactory to Nationwide Fuel.
The Customer understands that Nationwide Fuel is not the Originating Provider of the Fuel Card and does not offer any warranties with respect to the Fuel Card or the fuel purchased using the Fuel Card and Nationwide Fuel MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND WHATSOEVER WITH RESPECT TO THE FUEL CARD OR FUEL PURCHASED WITH THE FUEL CARD WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The Customer indemnifies Nationwide Fuel and its affiliates, or its or their directors, officers, employees, agents, representatives, successor and assigns (the “Indemnitees“) and holds the Indemnitees harmless from any claims (including claims for damages, legal fees, costs, expenses and disbursements of any nature or kind, whatsoever and howsoever arising) counterclaims, complaints, disputes, demands, causes of action or any third party claim whether known or unknown, whether in law or in equity or pursuant to statutes, whether in a court of law or administrative body including without limitation liability or loss of all persons for injury, sickness, and/or death and for property damage resulting from or arising out of: (a) any breach in the performance of the Customer’s covenants or obligations under these Terms and Conditions; (b) any negligence or willful misconduct by the Customer or its representatives, employees, agents or contractors; (c) the provision of the Fuel Card to the Customer or the use of the Fuel Card by the Customer or its representatives, employees, agents or contractors; or (d) any third party claims of any kind, whether based upon negligence, strict liability or otherwise, arising out of or connected in any manner to the Fuel Card or the Customer’s or any of its representatives’, employees’, agents’ or contractors’ acts or omissions.
The Customer hereby represents and warrants that their principal residence is located in the Canadian province indicated on the Application or that they were organized or incorporated in the Canadian province indicated on the Application.
The Customer acknowledges and agrees that if the Customer’s Application is accepted by Nationwide Fuel the Customer shall provide the security and personal guarantees as applicable indicated on the Application.
Notwithstanding any other provisions in these Terms and Conditions, Nationwide Fuel reserves the right to cancel the Fuel Card at any time. Upon cancellation of the Fuel Card for any reason the entire balance of the Customer’s indebtedness shall, at the option of Nationwide Fuel, become immediately due and payable.
Any waiver by Nationwide Fuel of any breach of any term or condition herein contained shall not be considered to be a waiver of any subsequent breach of the same or any other term or condition and no indulgence or forbearance by Nationwide Fuel shall constitute a waiver of Nationwide Fuel’s right to insist on performance in full and in a timely manner of all obligations of the Customer under the Application, these Terms and Conditions, or any security agreement provided in relation thereto.
Nationwide Fuel may upon at least one (1) months’ notice to the Customer, vary the Terms and Conditions and the Customer shall remain responsible for all indebtedness under the Fuel Card notwithstanding any such variations. The Customer’s use of the Fuel Card after the effective date of the variation of these Terms and Conditions will be deemed to be acceptance by the Customer of such new terms and conditions.
The Terms and Conditions, save as herein provided, shall enure to the benefit of and shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto. The Customer shall not assign or transfer, in any way, any Fuel Card provided to them by Nationwide Fuel or said card’s rights or obligations hereunder, in whole or in part.
The Principals named in the Application shall be personally responsible jointly and severally with the corporate Applicant for any and all debts owing under Fuel Card and all obligations of the Customer contained herein shall be construed as being joint and several obligations of each such named person, and, when the context herein so requires or permits, the singular number will be read as if the plural were expressed and the masculine gender as if the feminine or neutral, as the case may be, were expressed.
The Customer hereby consents to Nationwide Fuel obtaining and disclosing the credit, personal, financial and other information about the Customer, such as the Customer’s name, address, phone number, date of birth, and other information provided on the Application, in order to assist Nationwide Fuel determine the Customer’s credit worthiness. Nationwide Fuel may use this information for the purposes of verifying the Customer’s identity, establishing a credit line for the Customer’s use, verifying creditworthiness, providing the Customer with the products and services requested, communicating with the Customer regarding services provided, and as required or permitted by law. The Customer acknowledges receipt of notice that from time to time reports about the Customer may be obtained by Nationwide Fuel from credit reporting agencies and the Customer may be denied credit as a result of the evaluation of its personal information or if any information provided in the Application is not true or complete. Nationwide Fuel may disclose the Customer’s information to any credit reporting agency, credit bureau, collection agency, financial institution, bank, any party with whom the Customer has had or may have financial relations or to any person as required by law. THE CUSTOMER HEREBY RELEASES NATIONWIDE FUEL from any and ALL liability for damages or claims which may arise or result from any information gathered OR DISCLOSED pursuant to THE APPLICATION. The Customer may obtain more information about Nationwide Fuel’s privacy policies by contacting Andy Dhaliwal at admin@nationwidefuel.ca. The Customer acknowledges and agrees that if it withdraws its consent to the collection and disclosure of its personal information Nationwide Fuel is under no obligation to continue to provide the Customer with any products or services
The Customer shall not disclose these Terms and Conditions to any person who is not a partner, director, officer, employee or bona fide authorized representative of the Customer without the prior written consent of Nationwide Fuel except if disclosure is required by law.
These Terms and Conditions hall be construed in accordance with the laws of the province of British Columbia and shall be deemed to have been made in such province and to be performed there, and the courts of such province shall have jurisdiction over all disputes which may arise under these Terms and Conditions, provided that nothing herein contained shall prevent Nationwide Fuel from proceeding at its election against the Customer in the courts of any other province or country.
Should any of the terms and conditions of these Terms and Conditions or parts thereof be declared or held to be invalid for any reason, the invalidity will not affect the validity of the remainder of the Terms and Conditions which will continue in full force and effect and be construed as if the Terms and Conditions had been accepted and agreed to without the invalid portion.
The Customer acknowledges that in addition to any Fuel Card provided for Canada, they will have the option to be provided with a Fuel Card for usage in the United States of America. The parties acknowledge that no U.S. federal or state law, consumer protection, or consumer credit laws are applicable to this agreement or the transactions covered by this agreement.

If you would like to information about your Application, Statements or any other matter related to your Application or these Terms and Conditions, you may contact Nationwide Fuel at 1-877-821-3292.

PERSONAL GUARANTEE

(the “Guarantee“)

To: Nationwide Fuel Ltd. (the “Lender“)

In consideration of the Lender dealing with the Applicant and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the authorized represntatives of the Applicant, whose signature(s) is/are affixed at the bottom of page one of the attached credit agreement (the “Credit Agreement“), hereby unconditionally guarantee(s) payment to the Lender of the debts evidenced by the Credit Agreement, whether as principal or surety, together with all costs, charges and expenses (including legal fees on a solicitor and client basis) incurred by the Lender, the receiver, receivermanager or agent of the Applicant, or the agent of the Lender in the perfection and enforcement of this Guarantee and of any security held by the Lender in respect of such indebtedness, obligations, liabilities, expenses and interest.

And the undersigned hereby agrees with the Lender as follows:

The sum collectible by the Lender under this Guarantee shall include interest accruing on the debt owed by the Applicant to the Lender at the respective rates of interest applicable to the various obligations of the Applicant which constitute the Applicant’s debts and liabilities to the Lender. Where the Applicant is liable to the Lender for interest calculated at more than one rate, then the particular rate of interest charged on a particular obligation shall continue to apply hereunder in respect of such obligation both before and after default and before and after judgement.
Every certificate issued under the hand of the Lender for the time being, purporting to show the amount at any particular time due and payable to the Lender and covered by this Guarantee, shall be received as conclusive evidence as against the undersigned that such amount is at such time due and payable to the Lender and is covered hereby.
No change in the name, objects, capital stock, or constitution of the Applicant shall in any way affect the liability of the undersigned, either with respect to transactions occurring before or after any such change, and this Guarantee shall extend to all debts and liabilities to the Lender of the person or corporation who or which assumes the obligations of the Applicant in whole or in part, in whatsoever manner including, without limitation, by amalgamation with the Applicant.
The Lender shall not be obligated to inquire into the powers of the Applicant or any of its directors or other agents acting or purporting to act on its behalf, and moneys, advances, renewals or credits in fact borrowed or obtained from the Lender in professed exercise of such powers shall be deemed to form part of the debts and liabilities hereby guaranteed, notwithstanding that such borrowing or obtaining of moneys, advances, renewals or credits is in excess of the powers of the Applicant or of its directors or other agents aforesaid, or is in any way irregular, defective or informal.
The Lender, without exonerating in whole or in part the undersigned, may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the same and any or all existing securities up to, may abstain from taking securities from, or from perfecting securities of, may cease or refrain from giving credit or making loans or advances to, may accept compositions from and may otherwise deal with the Applicant and all other persons (including the undersigned and any other guarantor) and securities, as the Lender may see fit, and all dividends, compositions, and moneys received by the Lender from the Applicant or from any other persons or estates capable of being applied by the Lender in reduction of the debts and liabilities hereby guaranteed, shall be regarded for all purposes as payments in gross. Until all indebtedness of the Applicant to the Lender has been paid in full, the undersigned shall not have any right of subrogation to the Lender or to the securities held by the Lender and this Guarantee shall not be diminished or affected on account of any act or failure to act on the part of the Lender which would prevent subrogation from operating in favour of the undersigned. The Lender shall be entitled to prove against the estate of the Applicant upon any insolvency or windingup in respect of the whole of said debts and liabilities; and the undersigned shall have no right to be subrogated to the Lender or to the securities held by the Lender until the Lender has received payment in full of its claim with interest.
The Lender, in its unfettered discretion and as the Lender from time to time sees fit, without in any way prejudicing or affecting the rights of the Lender hereunder, may appropriate any moneys received to any portion of the debts and liabilities hereby guaranteed, whether then due or to become due, and may from time to time revoke or alter any such appropriation.
This shall be a continuing guarantee, and shall cover and secure any ultimate balance owing to the Lender, but the Lender shall not be obligated to enforce its rights against the Applicant or other persons or the securities it may hold before being entitled to payment from the undersigned of all and every of the debts and liabilities hereby guaranteed.
Notwithstanding the provisions of any statute relating to the rate of interest payable by debtors, this Guarantee shall remain in full force and effect whatever the rate of interest received or demanded by the Lender.
The Lender shall not be obliged to give the undersigned notice of default by the Applicant, and upon any default by the Applicant the undersigned shall be held bound directly to the Lender as principal debtor in respect of the payment of the amounts hereby guaranteed.
No suit based on this Guarantee shall be instituted until demand for payment has been made. Any notice, demand or court process may be served by the Lender on the undersigned or his or her or their legal personal representatives either personally or by posting the same by ordinary mail postage prepaid, in an envelope addressed to the address of the party to be served on the day following that on which it is mailed.
This Guarantee shall be operative and binding upon every signatory hereof notwithstanding the nonexecution hereof by any other proposed signatory or signatories, and the undersigned acknowledges that this Guarantee has been delivered free of any conditions and that no statements, representations, agreements, collateral agreements or promises have been made to or with the undersigned affecting or limiting the liability of the undersigned under this Guarantee or inducing the undersigned to grant this Guarantee except as specifically contained herein in writing, and agrees that this Guarantee is in addition to and not in substitution for any other guarantees held or which may hereafter be held by the Lender.
No alteration or waiver of this Guarantee or of any of its terms, provisions or conditions shall be binding on the Lender unless made in writing over the signature of a director of the Lender.
The undersigned shall file all claims against the Applicant in any bankruptcy or other proceedings in which the filing of claims is required by law or upon any indebtedness of the Applicant to the undersigned and will assign to the Lender all of the undersigned’s rights thereunder. In all such cases, whether an administration, bankruptcy or otherwise, the person or persons authorized to pay such claims shall pay to the Lender the full amount payable on the claim in the proceeding before making any payment to the undersigned; all without in any way limiting or lessening the liability of the undersigned to the Lender. All moneys received by the undersigned in all such cases shall be received in trust for the Lender and forthwith upon receipt shall be paid over to the Lender until the Applicant’s indebtedness is fully paid and satisfied. To the fullest extent necessary for the purposes of this paragraph the undersigned hereby assigns to the Lender all the undersigned’s rights to any payments or distributions to which the undersigned otherwise would be entitled.
In this Guarantee, any word importing the singular number shall include the plural, and without restricting the generality of the foregoing, where there is more than one undersigned any reference to the undersigned refers to each and every one of the undersigned, and any word importing a person shall include a corporation, partnership and any other entity.
If this Guarantee is executed by more than one party, the liability of each of the undersigned hereunder shall be joint and several with one another.
This Guarantee shall extend to and enure to the benefit of the successors and assigns of the Lender, and shall be binding upon the undersigned and the heirs, executors, administrators, successors and assigns of the undersigned.
No invalidity, irregularity or unenforceability by reason of any bankruptcy or similar law or any law or order of any governmental or agency thereof purporting to reduce, amend or otherwise affect the liability of the Applicant to the Lender or of any security therefor, shall affect, impair or be a defence to this Guarantee. If one or more of the provisions contained herein shall be invalid, illegal or unenforceable in any respect, such provisions shall be deemed to be severable and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
All the rights, powers and remedies of the Lender hereunder and under any other agreement now or at any time hereafter in force between the Lender and the undersigned shall be cumulative and shall be in addition to and not in substitution for all rights, powers and remedies of the Lender at law or in equity.
The undersigned by its signature of this Guarantee on the one hand and the Lender by making this Guarantee available to the undersigned on the other hand acknowledge having expressly required it to be drawn up in the English language.
This Guarantee shall be construed in accordance with the laws of the province of British Columbia and shall be deemed to have been made in such province and to be performed there, and the Courts of such province shall have jurisdiction over all disputes which may arise under this Guarantee, provided that nothing herein contained shall prevent the Lender from proceeding at its election against the undersigned in the courts of any other province or country. Service of any process upon the undersigned may be made by ordinary mail in an envelope addressed to the address listed on the Credit Agreement or in any other manner permitted by law.