Terms and conditions.
Fleet management cards
Use of the enclosed Petro-Canada™ SuperPass™ Credit Card ("SuperPass Card") issued by Suncor Energy Products Partnership (Suncor) is subject to the following terms and conditions and the party named on the SuperPass Card (the "Customer") agrees that use of the enclosed SuperPass Card is deemed to be acceptance of such terms and conditions by the Customer.
- PRODUCT PURCHASES, QUANTITY AND PRICE
- Suncor shall sell or cause to be sold to the Customer, and the Customer agrees to purchase from Suncor or its dealers or agents, at authorized Petro-Pass sites and retail outlets ("Suncor fuelling facilities") and by use of the SuperPass Card, an annual quantity of automotive fuel based upon the Customer's estimated monthly purchases. The price for automotive fuel purchased by the Customer at authorized retail outlets shall be the price indicated on the pump for the grade purchased at the time and place of purchase less the approved discount then in effect, if any. The price for automotive fuel purchased at authorized Petro-Pass sites shall be Suncor's price in force for the Customer for the grade purchased at the time and place of purchase. The price for goods and services purchased by the Customer shall be the posted price at the time and place of purchase. All applicable Federal and Provincial sales and goods and services taxes are included in the price. Volume and/or market based pricing/discounts may be periodically adjusted to reflect the quantities actually being purchased by the Customer.
- Suncor assumes no liability for the failure of any SuperPass Card to be honoured at any time.
- PAYMENT TERMS AND LINE OF CREDIT
- As part of Suncor’s internal requirement, a line of credit is established for Customers based on the estimated purchases provided by the Customer to Suncor on the application. The Customer does not request a line of credit. Depending on the usage by the Customer, the balance of the account could exceed the line of credit. Suncor may change the line of credit at anytime without notifying the Customer in advance.
- The Customer agrees to pay Suncor the full amount of all purchases of fuel, goods and services, including all applicable federal and provincial sales and goods and services taxes, in respect of which the SuperPass Card has been used, together with a credit charge thereon, as applicable.
- Should the Customer not provide payment in full of the indebtedness in accordance with these Terms and Conditions and their statement, Suncor is entitled to debit the Customer's account for the amount of any discount provided to the Customer by Suncor for the period of the indebtedness, or cease offering or discontinue any discount that the Customer receives or may receive from Suncor on purchases made using the SuperPass Card.
- For accounts on monthly billing, if full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a rate of 2% per month (24% per annum nominal rate compounded monthly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on the Customer’s next statement.
- For accounts on weekly billing, if full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a daily rate of 0.06575% (24% per annum nominal rate compounded weekly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on the Customer’s next statement.
- CHANGES TO PRICE, CREDIT TERMS AND CONDITIONS
- Without limiting the generality of the foregoing, Suncor reserves the right to modify the credit terms or change any price/discount from time to time in accordance with these Terms and Conditions.
- RESPONSIBILITY FOR LOST OR STOLEN CARDS
- The Customer is responsible for the care, control and safekeeping of all Cards, keeping the personal identification number (PIN) confidential and ensuring that the PIN is kept separate from the Card at all times. In the event that the SuperPass Card is lost or stolen, the Customer shall immediately notify Suncor (by contacting Suncor’s Customer Service network at 1-800-668-0220) and the police. The Customer shall be under no liability in respect of purchases made with the Card subsequent to the time of call or actual receipt of written notification by Suncor, but the Customer shall in all circumstances be liable for all purchases made prior to the time of call or actual receipt of such written notification by Suncor.
- RESPONSIBILITY FOR DISCREPANCIES ON INVOICES AND STATEMENTS
- As the Customer remains responsible for any and all purchases on its SuperPass card(s), as described in Section 6, the Customer must be diligent in its review and monitoring of its statements. If the Customer finds any discrepancy, irregularity or inaccuracy of any kind in the purchases made on the customer’s SuperPass card and displayed on its statement, the Customer shall notify Suncor by phone or in writing within sixty (60) days from the purchase date shown on the statement. Where any such discrepancy, irregularity or inaccuracy is not brought to the attention of Suncor within such sixty (60) day period, Suncor will not agree to deal with any of such transactions and the Customer shall remain responsible for all of such purchases on its SuperPass Card.
- CUSTOMER LIABILITY
- The Customer is responsible for all indebtedness resulting from the authorized or unauthorized use of the SuperPass Cards. The Customer remains responsible and agrees to pay for all purchases made on or with the SuperPass Card 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 or ostensible) of the Customer, or whether the purchases were made on a SuperPass Card that was active or dormant, provided that in the case of loss, misplacement, theft or misuse of the SuperPass Card such responsibility shall cease upon receipt by Suncor of notice from the Customer in accordance with clause 4.
- Suncor will use reasonable commercial efforts to ensure that all of its associates adhere to the purchasing restrictions and limit restrictions on a SuperPass Card. However, it is understood and agreed by the Customer, that these restrictions are for the Customer’s convenience only, and Suncor cannot be held and is not responsible for purchases exceeding these restrictions.
- The Customer undertakes and agrees with Suncor that it shall at all times during the continuance of this Agreement, observe and perform, all the terms and conditions set out in this Agreement, including without limitation, the following:
- to reimburse Suncor all costs and expenses (including, without limitation, legal fees on a full indemnity basis) which Suncor may pay, incur or sustain in relation to any action taken to enforce the terms or conditions of this Agreement against the Customer.
- Where the Customer has incurred any liability to Suncor whether under this Agreement or under any other Agreement entered into between Suncor and Customer, Suncor shall be at liberty and with notice to the Customer to set-off the amount of such liability against any sum of monies due to the Customer.
- CONSENT AND DISCLOSURE
- Customer agrees that Suncor may collect and exchange credit and other information from recognized credit bureaus and other credit grantors for the purposes of ongoing credit investigations, monitoring credit status, and in the event the account is not paid as agreed, Suncor may report the customer’s liability for and the status of the account to credit bureaus and others who may lawfully receive such information.
- Customer also agrees that, from time to time, and in the event that the customer is a non-incorporated business, is a sole-proprietor, partner or partnership that consumer reports containing credit information on the individual may be requested from and received from credit reporting agencies.
- CANCELLATION AND RESTRICTION OF USE OF CARD
- The SuperPass Card, including any renewal or replacement card, shall be valid until the date appearing thereon unless it has been previously cancelled. The Customer shall not, in any way, issue, resell or provide the SuperPass Card to a third party without the consent of Suncor. Notwithstanding any of these Terms and Conditions, Suncor may, acting reasonably, cancel the SuperPass Card at any time. Use of the SuperPass Card after the SuperPass Card has been cancelled as aforesaid is illegal and fraudulent. Upon cancellation of the SuperPass Card for any reason, the entire balance of the Customer's indebtedness shall, at Suncor's option, become immediately due and payable notwithstanding the provisions of clause 2. The SuperPass Card is and remains the property of Suncor and shall be surrendered on demand. Suncor may revoke the Customer’s right to use the SuperPass Card with or without cause and without giving notice to the Customer.
- In the event that Suncor is limited, for whatever reason, in its ability to supply automotive fuel to any or all its facilities or to the market, and without being required to declare it an event of force majeure, Suncor reserves the right to place purchase limits on the amount of automotive fuels that the Customer is entitled to purchase from Suncor, including no fuel at all.
- In the event the account remains inactive for such a time as we may determine, no replacement or renewal Cards will be issued. We may close your account and we may request the Customer to reapply for a new account
- USE OF FACILITIES
- The Customer shall use Suncor's fuelling facilities only for the fuelling of properly licensed vehicles used for commercial, industrial or governmental purposes, and for the purchase of goods and services. The Customer shall be familiar and comply with, and shall ensure that its employees, servants and agents are familiar and comply with, all applicable automotive fuel handling laws, regulations and rules of any government or government agency, or safety and operating rules and procedures of Suncor as posted at Suncor's fuelling facilities. The Customer shall ensure that each of its employees, servants and agents who may use the SuperPass Card issued to Customer has been instructed in the safe operation of a Suncor fuelling facility and the proper response to automotive fuel handling emergencies, including the location and use of fire extinguishers and emergency telephone numbers.
- The Customer and its employees, servants and agents shall use Suncor's fuelling facilities and enter upon the lands at the fuelling facilities entirely at their own risk.
- The Customer shall be responsible for and indemnify and save harmless Suncor, its directors, officers, employees, servants, agents, retailers, representatives, successors and assigns (the "Indemnitees") from any and all loss, liability, damage, cost, claim, expense, suit or action (including without limitation, environmental remediation costs, damage to or destruction of any of Indemnitee’s property, damages to property of others, death or injury of any of the Indemnitees or any third parties, and legal costs) which any of the Indemnitees may sustain or become subject to as a result of any damage to property (including automotive fuel and other property owned by Suncor and property owned by others) or injury to person or persons arising out of or in connection with the Customer's use of any of Suncor's fuelling facilities or the Customer's entry upon or use of the lands at any of Suncor's fuelling facilities except where shown to have been caused by the negligence or willful misconduct of Suncor or its employees.
- The Customer shall, without limiting its liability hereunder, obtain, pay the premiums on and keep in force so long as the SuperPass Card issued to the Customer is valid, such general liability insurance as may be required by applicable automotive fuel handling laws or as a prudent businessman would obtain to cover losses for which the Customer may be responsible as set out above.
- FORCE MAJEURE
- Neither party will be liable in damages or otherwise for failure to carry out the terms and conditions of this Agreement, in whole or in part, whether caused directly or indirectly by, or in consequence of, fire, storm, flood, war, rebellion, insurrection, riot, civil commotion, strike, differences with workers or others, failure of carriers to transport or furnish facilities for transportation, perils of navigation, impairment of supplies of Suncor, or its facilities or production, manufacture, transportation or distribution, or a shut down or temporary closure of its facilities for any reason whatsoever, or any unsafe condition of the loading or unloading facilities at a supply or delivery point, or the inability for any reason to obtain materials used in the manufacture of the automotive fuels, or governmental or other authority whether pretended or real, or by any cause whatsoever beyond the control of either party, except financial, whether similar to or dissimilar from the causes enumerated herein, provided that nothing herein contained will relieve the Customer of the obligation to pay for the automotive fuel or goods and services sold to and purchased by the Customer.
- In the event that Suncor is excused from carrying out its obligations or is restricted in its ability to supply the Customer and other purchasers by virtue of the terms and conditions of the preceding paragraph, Suncor may apportion supply among orders received or anticipated from the Customer and from other purchasers in such just and equitable manner as Suncor may determine, without obligation on Suncor’s part to supplement its supply at such place or to change its supply point for the Customer or any other customer.
- FEES AND HANDLING CHARGES
- A handling charge will be assessed for any cheque dishonoured by the Customer's financial institution.
- In jurisdictions where Suncor is not prohibited by law from charging for individual invoice/statement copies requested by the Customer, Suncor reserves the right to charge a fee. If the Customer requires a paper copy of a statement or invoice, a fee of $5.00 per individual copy will be charged to the Customer’s SuperPass account.
- OTHER PROVISIONS
- Customer hereby represents, warrants and covenants that it is domiciled in Canada and that credit extended under this credit program will be used only for business purposes and not for personal, consumer or household purposes.
- Waiver by either party 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.
- These terms and conditions cancel and supersede all other previous SuperPass Card, Petro-Pass Card or Petro-Canada Commercial Fleet Credit Card agreements or terms and conditions as agreed to by the parties hereto.
- Suncor may, upon at least one (1) month's notice to the Customer, vary the terms and conditions hereof, but the Customer shall remain responsible for all indebtedness notwithstanding any such variations
- Use of the SuperPass Card after the effective date contained in Suncor's notice will be deemed to be acceptance by the Customer of such new terms and conditions as of such effective date.
- All notices required by these terms and conditions shall be in writing (save and except notice required to be given under clause 4, which shall in addition be immediately given by telephone) and may be given to the Customer by personal service, or to either the Customer or Suncor by letter, and in the case of a letter such notice shall be deemed conclusively to have been given and received on the third business day following the day on which the letter has been mailed in the post office, addressed to the party to whom the same is intended at the address provided or at such other address as may have been substituted therefore by proper notice hereunder. The Customer shall promptly notify Suncor of any change of Customer's address.
- These 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 the SuperPass Card or its rights or obligations hereunder, in whole or in part.
- In the event that more than one person is named as Customer on the SuperPass Card, 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 neuter, as the case may be, were expressed.
- The terms and conditions printed on the SuperPass Business Credit Card Application and on the SuperPass Card form part of the terms and conditions of this agreement.
- This Contract shall be governed by and construed under the Laws of the Province of Ontario, including the Laws of Canada of general application therein (individually or collectively “Governing Law”), without regard to conflicts-of-laws principles that would require the application of any other law. Any action arising out of or relating to this Contract shall be brought in the appropriate Ontario court in the City of Toronto (“Court”). The Parties agree to irrevocably attorn to the exclusive jurisdiction of such Governing Law and Court.
- Any terms and conditions of this agreement or parts thereof not valid by virtue of any applicable legislation shall be null and void and severable, but the remainder of the terms and conditions shall be of full force and effect.
- The parties declare that they have requested, and do hereby confirm their request, that this Agreement and all notices and other documents to be given or executed pursuant hereto be in English only. Les parties déclarent et confirment qu'elles ont exigé que les présentes ainsi que tous les avis et autres documents à être donnés ou exécutés en vertu des présentes soient rédigés en anglais seulement.
- ADDENDUM REGARDING USE OF SUPERPASS CARD AT PARTICIPATING U.S. TRUCKSTOPS
- Use of the SuperPass Card by the Customer at participating truckstops in the United States is subject to the foregoing terms and conditions and to the following additional terms and conditions and the Customer agrees that use of the SuperPass Card is deemed to be acceptance of such terms and conditions.
- The parties acknowledge that U.S. federal and state consumer protection and consumer credit laws are not applicable for this agreement (including this Addendum), or the transactions covered by this agreement (including this Addendum).
- Provided the Customer's credit is at all times in good standing with Suncor, Suncor shall contract with diesel fuel suppliers in the United States for the acceptance of the SuperPass Card for the sale of diesel fuels and related products and services at such participating suppliers.
- For the purpose of this Addendum, Suncor shall cause the diesel fuels and other products and services to be sold to the Customer as long as the Customer's billing for purchases does not exceed the applicable line of credit for the Customer. Suncor has the right to terminate this Addendum on verbal or written notice to the Customer.
- Each SuperPass Card remains the property of Suncor and is valid for use in the United States until the termination of this Addendum. Suncor shall not be responsible for the SuperPass Card not being accepted at a participating U.S. outlet for any reason.
- Customer shall be liable for and agrees to pay Suncor the purchase price for all diesel fuels and other products and services purchased pursuant to this Addendum through use of each SuperPass Card, plus a transaction fee as determined by Suncor from time to time, regardless of whether or not such purchases were made under the authority, express, implied or ostensible of the Customer, unless and until notice is received by Suncor in accordance with this agreement.
- Suncor shall provide a statement to the Customer on a weekly basis for purchase of diesel fuels and other products and services for each SuperPass Card issued hereunder.
- If full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a daily rate of 0.06575% (24% per annum nominal rate compounded weekly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on Customer’s next statement. Before the use of the SuperPass Card in the United States, the Customer shall elect whether the Customer wishes to be billed by Suncor in U.S. currency or Canadian currency. Customer will be billed in the currency so elected, provided that the Customer may change its election of currency upon thirty (30) days prior written notice to Suncor. Currency conversion rates shall be as determined by Suncor from time to time in its sole discretion.
- Any diesel fuels or other products provided and services performed in relation to the SuperPass Card by a participating U.S. outlet are provided or performed by it as an independent contractor and not as an agent, servant, or employee of Suncor and, without limiting the generality of the foregoing, Suncor does not warrant the diesel fuels or other products or services purchased by the Customer from the participating truckstop.
Automatic bank withdrawals
- In this Authorization “we”, “us” and “our” refers to the Payor indicated on the reverse hereof.
- We agree to participate in this Business Pre-Authorized Debit Plan and we authorize Suncor Energy Products Partnership (the “Payee”) indicated on the Automatic Bank Withdrawal/Deposit and any successor or assign of the Payee to draw a debit in paper, electronic or other form for the purpose of making payment for goods or services related to our commercial activities (a “Business PAD”) on our account indicated on the Automatic Bank Withdrawal/Deposit (the “Account”) at the financial institution indicated on the Automatic Bank Withdrawal/Deposit (the “Financial Institution”) and we authorize the Financial Institution to honour and pay such debits. This Authorization is provided for the benefit of the Payee and our Financial Institution and is provided in consideration of our Financial Institution agreeing to process debits against our Account in accordance with the Rules of the Canadian Payments Association. We agree that any direction we may provide to draw a Business PAD, and any Business PAD drawn in accordance with this Authorization, shall be binding on us as if signed by us, and, in the case of paper debits, as if they were cheques signed by us.
- We may revoke this Authorization at any time by delivering 30 days written notice of revocation to the Payee. This Authorization applies only to the method of payment and we agree that revocation of this Authorization does not terminate or otherwise have any bearing on any contract that exists between us and the Payee.
- We agree that our Financial Institution is not required to verify that any Business PAD has been drawn in accordance with this Authorization, including the amount, frequency and fulfillment of any purpose of any Business PAD.
- We agree that delivery of this Authorization to the Payee constitutes delivery by us to our Financial Institution. We agree that the Payee may deliver this Authorization to the Payee's financial institution and agree to the disclosure of any information which may be contained in this Authorization to such financial Institution.
- (a) We understand that with respect to:
- fixed amount Business PADs, we shall receive written notice from the Payee of the amount to be debited and the due date(s) of debiting, at least ten (10) calendar days before the due date of the first Business PAD, and such notice shall be received every time there is a change in the amount or payment date(s);
- variable amount Business PADs, we shall receive written notice from the Payee of the amount to be debited and the due date(s) of debiting, at least ten (10) calendar days before the due date of every Business PAD; and
- a Business PAD Plan that provides for the issuance of a Business PAD in full or partial payment of a billing received by us, the ten (10) daypre-notification is waived.
- OR -(b) We agree to either waive the requirements noted above or to abide by any modification to the above requirements as agreed to with the Payee.
- We have certain recourse rights if any debit does not comply with this agreement. For example, we have the right to receive reimbursement for any debit that is not authorized or is inconsistent to this agreement. We may dispute a Business PAD by providing a signed declaration to our Financial Institution under the following conditions:
- the Business PAD was not drawn in accordance with this Authorization; or
- this Authorization was revoked
- We acknowledge that, in order to obtain reimbursement from our Financial Institution for the amount of a disputed Business PAD, we must sign a declaration to the effect that either (a) or (b) above took place and present it to our Financial Institution up to and including but not later than then (10) business days after the date on which the disputed Business PAD was posted to the Account. We acknowledge that, after this ten (10) business day period, we shall resolve any dispute regarding a Business PAD solely with the Payee, and that our Financial Institution shall have no liability to us respecting any such Business PAD. To obtain more information regarding our recourse rights we may contact our Financial Institution or visit www.cdnpay.ca.
- We certify that information provided with respect to the Account is accurate and we agree to inform the payee, in writing, of any change in the Account information provided in this Authorization with twenty-four (24) hours prior to the next date of a Business PAD. In the event of any such change. this Authorization shall continue in respect of any new account to be used for Business PAD.
- We agree that the Payee may deliver this Authorization to the Payee's Financial Institution and agree to the disclosure of any personal information which may be contained in the Authorization to such Financial Institution.
- We warrant and guarantee that all persons whose signatures are required to sign on the Account have signed this Authorization.
- We understand we may contact Suncor Energy Products Partnership by mail at 2489 North Sheridan Way. Mississauga, Ontario L5K 1A8; telephone 1 (800) 668-0220; fax 1 (800) 268-4415 or email Credit Account Manager.
- We understand and agree to the foregoing terms and conditions.
- Applicable to the Province of Quebec only: It is the express wish of the parties that this Authorization and any related documents be drawn up and executed in English. Les parties conviennent que la présente autorisation et tous les documents s’y rattachant soient rédigés et signés en anglais.
All sales are final. Suncor Energy Inc. (“Suncor”) is not responsible for cards that are lost, stolen, past their expiry date, or used without Suncor's permission, and the card or any value that may have been on the card will not be replaced. All cards are the property of Suncor, and Suncor reserves the right to refuse any custom orders that are inconsistent with its corporate image and values. The use of any Suncor or Petro-Canada-branded images, logos, and trademarks is subject to pre-approval.
Unless otherwise specified, no Petro-Canada branded product will be released until payment in full has been received by Suncor.
All products will be shipped using a courier designated by Suncor.
Any date of delivery furnished by Suncor to Purchaser is determined from the date of Suncor’s receipt of payment. This date is only an estimate and is not a guarantee of a particular delivery date. Suncor shall not be liable for a failure or delay in shipment. Errors or Omissions: Errors or omissions in any Suncor quotation, acceptance, specification or other document shall be subject to correction at Suncor’s discretion. Taxes and Other Charges: Purchaser is responsible for all sales, or related taxes applicable to the purchase of Petro-Canada branded products.
Suncor products will be shipped by courier designated by Suncor. The risk of loss passes when the product is delivered by the carrier to the Purchaser. Product will be shipped only after receiving authorization for payment from the Purchaser.
Terms are prepaid.
Suncor reserves the right to hold cards if fraudulent activity is suspected.
Terms and Conditions effective as of April 1, 2021
- Sale and Purchase: Suncor agrees to sell and deliver to Customer at the Delivery Point and Customer shallpurchase and receive from Suncor at the Delivery Point the quantity of Product set out in the emailcommunication between the Parties for the prices set out in the email communication between the Parties and onthe terms and conditions hereinafter set out. All orders, sales and purchases of Product between Suncor andCustomer shall be made under these terms and conditions. The terms and conditions shall not be amended or variedin any manner except with the prior written consent of Suncor. Without limiting the generality of the foregoing,no standard purchasing terms prepared by Customer whether delivered before or subsequent these terms andconditions being agreed to, or otherwise, shall be binding on Suncor.
- Delivery and Quantify: Customer shall purchase from Suncor the Product in the quantities set out in the emailcommunication between the Parties. The measurement of Product delivered hereunder shall be made, with correctionfor temperature, at the Delivery Point through meters certified correct by Measurement Canada. The quantities ofProduct delivered to and purchased by Customer at the Delivery Point shall be determined exclusively by Suncor.Bulk deliveries within ten percent (10%) of amounts ordered shall be deemed sufficient and not a breach ofSuncor’s obligations hereunder; though Customer shall only pay for amounts delivered. However, if Suncorprovides specialty bulk services to Customer (for example, if Product is decanted from drums for Customer orProduct is subject to a minimum size order), Customer shall pay for all Product ordered and made available.Customer shall take delivery of Product at the Delivery Point. Nothing herein shall be interpreted as creatingan obligation on Suncor to distribute or deliver Product at Customer’s place of business or any location otherthan the Delivery Point. All Product orders, deliveries and returns during the Term (and any renewal thereof)shall be subject to these terms and conditions and to Suncor’s applicable policies and procedures, as amended,and as provided or otherwise made available to Customer. Suncor shall use commercially reasonable efforts tomeet the delivery schedule requested by Customer or proposed by Suncor, but shall not be liable (in contract,negligence or otherwise) for any loss or damage resulting from its failure to do so, howsoever caused.
- Title: If the Delivery Point is Customer’s location, title, possession, risk and responsibility for loss, costsand damages in respect of the Product shall pass from Suncor to Customer at the inlet flange of Customer’sstorage tanks or equipment at the Delivery Point. If the Delivery Point is not Customer’s location, title,possession, risk and responsibility for loss, costs and damages in respect of the Product shall pass from Suncorto Customer at the outlet flange of Suncor’s storage tanks or equipment at the Delivery Point.
- Quality and Product Reclassification: Product sold pursuant to these terms and conditions shall be Suncor’s thenstandard grade for the Product purchased which shall comply with Suncor’s sales specifications for such Product.The quality of Product shall, in any event, comply with all laws and regulations applicable thereto.Notwithstanding anything to the contrary herein, if any federal or provincial law, rule or regulation, at anytime and from time to time, requires a change to Product specifications (including without limitation, laws,rules or regulations dealing with sulphur content) then Suncor shall, within the time specified thereforpursuant to the applicable law, rule or regulation, change the Product specifications to comply with such law,rule or regulation. If, as a result of a change to Product specifications required by law, rule or regulationpursuant to this Article, the Product is reclassified as to grade by Suncor (the “Reclassified Product”), thenthe base price of the Product per litre in the email communication between the Parties shall be amended to bethe base price for such Reclassified Product effective as of the date of reclassification (the “Reclassification Date”). In such event, from and after the Reclassification Date, the term “Product” means the ReclassifiedProduct.
- Price: Subject to Article 5, the base price of Product per litre to be paid by Customer to Suncor at theDelivery Point as well as the price for the Equipment lease, if any, shall be as set forth in the emailcommunication between the Parties. Prices exclude federal excise taxes, goods and services taxes, provincialtaxes and any other taxes and fees, all of which are in addition to the price and shall be paid by Customer.
- Taxes and Levies: Any change in the federal excise taxes, goods and services taxes, provincial taxes or anyother taxes and fees which are applicable to the Product or the lease of any Equipment shall become effective onthe date established by law. Any new or additional tax, levy or royalty excluding income tax, which may belevied or assessed by any municipal, provincial, federal or other governmental authority on the sale, use,handling or manufacture of the Product or the lease of any Equipment shall be for the account and theresponsibility of Customer as of the effective date of such tax, levy or royalty.
- Terms of Payment: From time-to-time, Suncor may request financial or other information (“Information”) fromCustomer, including, but not limited to, Customer’s audited or unaudited financial statements, to determinewhether, to what extent, and on what conditions to continue extensions of credit to Customer. If Suncor does notreceive such Information within three (3) business days of its request, or determines the financial condition ofCustomer or Customer’s guarantor (if any) has, in Suncor’s reasonable opinion, become unsatisfactory, orotherwise reasonably determines it appropriate, Suncor shall be entitled to withdraw or revise existing creditterms at any time. If credit is withdrawn in accordance with this Article, payment terms for orders placed aftersuch withdrawal shall be prepaid deliveries. Alternatively, or in addition, Suncor, in its sole discretion, mayprovide credit if Customer or Customer’s guarantor (if any) provides security, at Customer’s expense,satisfactory to Suncor in its sole and absolute discretion. For Product and Equipment supplied to Customer bySuncor, Customer shall be invoiced by, and shall make payment to Suncor, without deductions, offsets or claimswhatsoever. If Customer’s order for Product, Equipment or other goods or services with Suncor or its affiliatesplaces Customer’s account over the credit limit agreed to by Suncor from time to time, Suncor is entitled torequire payment in advance. Customer agrees to ensure Suncor receives full payment of invoices per the terms asadvised by Suncor from time-to-time and by the date indicated on its invoices (“Due Date”). At Suncor’sdiscretion, taking account of Customer’s payment record, overdue amounts shall be subject to a late paymentinterest charge (“LPIC”), at the lesser of: (i) 24% per annum (daily rate 0.06575%); and (ii) the maximum amountor rate lawfully permitted by law, from the Due Date until payment is made in full. The LPIC may be altered fromtime to time by Suncor upon notice to Customer, but shall not exceed the maximum amount or rate permitted bylaw. No LPIC shall apply if Customer’s delay of payment is due to an incorrect Suncor invoice, provided suchdelay is limited to that part of an invoice which Customer reasonably believes is incorrect (“Disputed Charge”),and provided Customer makes prompt payment of the Disputed Charge upon its correction or resolution, asapplicable. If Customer fails to make full payment of an invoice by the Due Date, excepting a Disputed Charge,Suncor is entitled to suspend Product or remove Equipment until all outstanding amounts have been received fromCustomer. Suncor is entitled to set off any amounts owing by Suncor or its affiliates to Customer, against anyamounts owing by Customer to Suncor or its affiliates, under any agreements between such Parties. Any moniesowing by Customer under these terms and conditions shall be payable immediately upon the termination of theseterms and conditions by either Party.
- Independent Business Relationships and Further Warranties: Neither these terms and conditions nor the relationsbetween the Parties shall constitute or create the relationship of principal and agent or of partnership or ofjoint venture between the Parties. These terms and conditions shall not be construed as reserving to Suncor anyright to exercise any control over, or to direct in any respect the conduct or management of Customer’s businessor operations. Neither Customer nor any person performing any duties or engaged in any work in connection withCustomer’s business or operations shall be deemed an agent or employee of Suncor. Neither Party is authorized tocreate or incur any obligation on behalf of the other Party and shall not make any representation, express orimplied, that it has such authority. Neither Party, unless having given its express prior written authorizationto the other Party, shall be responsible for any debts, contracts, or obligations incurred, made or entered intoby or on behalf of the other Party. Each Party warrants it is duly organized, validly existing and in goodstanding under the laws of its jurisdiction, and has the power and capacity to enter into, execute and performits obligations under these terms and conditions, and that the execution (or agreement to) and delivery of theseterms and conditions have been duly authorized by all proper action and shall not result in a breach by suchParty of any other agreement by which it is bound.
- Force Majeure: For the purposes of these terms and conditions, “Force Majeure” means an event, condition orcircumstance (and the effects thereof) which is not within the reasonable control of the Party claiming ForceMajeure, including, but not limited to: a refinery shutdown or impairment of refinery capacity or temporaryclosure for any reason whatsoever, breakdown of equipment for any reason whatsoever (including equipment used tomanufacture, obtain, store, distribute or receive Product), failure of carriers to transport or furnishequipment for transportation, perils of navigation, crude and other feedstock shortages, shutdown or temporaryclosure of terminal or bulk plant facilities for any reason whatsoever (including, but not limited to, unsafecondition of loading/unloading facilities), strikes, lockouts, work shortage or other labour dispute, fire,explosion, storm, flood, war, accident, embargo, rebellion, insurrection, riot, civil commotion, sabotage, actsof terrorism, pandemic, seizure, tempest or acts of God or the Queen’s enemies, acts of government or otherauthorities, including changes to legislation, or any other cause (whether similar or dissimilar to thoseenumerated) beyond a Party’s reasonable control. Notwithstanding the foregoing, lack of finances shall not beconsidered an event of Force Majeure, and nothing herein shall relieve Customer of its obligation to pay fordelivered Product. Neither Party shall be liable, in damages or otherwise, for any non-performance, omission ordelay (individually or collectively “Delay”) in performing its obligations under these terms and conditions tothe extent and for the time its Delay is directly or indirectly attributable to Force Majeure. The Partyclaiming Force Majeure shall notify the other Party of the situation within a commercially reasonable period oftime of the Force Majeure event, shall communicate all reasonable details to the other Party, and shall, withina commercially reasonable period of time, remedy the cause and consequences of the Force Majeure event insofaras it is able to do so. However, terms of settlement of any strike, lock-out or other labour dispute(individually or collectively, “Dispute”) shall be at the discretion of the Party claiming Force Majeure andsuch Party shall not be bound to settle the Dispute merely to remedy the Force Majeure event. If Suncor claimsForce Majeure, Customer shall be permitted to purchase Product from other parties while Suncor is in ForceMajeure and Customer shall not be in breach of any commitment obligation it may have to Suncor under these termsand conditions for such purchases while Suncor is in Force Majeure.
- Allocation: If for any reason Suncor’s supplies of Product are curtailed or cut off, or are otherwise inadequateto meet the requirements of its customers, Suncor shall, acting in good faith, allocate the available supplyequitably among its customers, subject to Suncor having the right to allocate such Product as Suncor considersappropriate, and such allocation shall not be a breach of Suncor’s obligations under these terms and conditions.If the Customer is allocated, Customer shall be permitted to purchase Product from other parties while Customeris being allocated by Suncor and Customer shall not be in breach of any commitment obligation it may have toSuncor under these terms and conditions for such purchases while Customer is being allocated.
- Claims and Liability: Claims - Any claim for shortage in quantity of Product shall be made in writing withdetailed information to support the claim, within thirty (30) calendar days from when Product is delivered toCustomer. Failure of Customer to comply with these requirements shall operate as a waiver of any and all claimsby Customer and a release of Suncor in respect of such Product. In the event of a claim for defect or variancein quality of Product, Suncor shall have the right to obtain relevant samples of Product from Customer. Under nocircumstances will either Party be liable to or required to compensate the other Party (or any party that theother Party may use to carry out its obligations hereunder), in contract, tort, negligence or otherwise, fordamages related to business interruption or any loss of profits, loss of future revenue, income or profits, anyreduction of earnings, overhead, delay damages or any replacement costs or for exemplary, special, contingent,incidental, punitive, indirect or consequential loss or damages of any kind that are incurred in connection withthese terms and conditions, and each Party hereby waives its rights thereto including any waiver required underany statutory provision. Suncor’s liability for a failure to deliver Product in accordance herewith, andCustomer’s exclusive remedy with respect thereto, will be limited to the positive difference, if any, between:(A) the reasonable costs (including purchase price) that are incurred by Customer to purchase an equivalentquantity of Product at: (i) the Delivery Point, if a point other than a Suncor facility; or (ii) a deliverypoint reasonably proximate to the Delivery Point, if such Delivery Point is a Suncor facility; and (B) theamount that would have been payable under these terms and conditions for the non-delivered quantity. Except asexpressly set forth in these terms and conditions, Suncor makes no representations or warranties, express orimplied by operation of law or otherwise, including but not limited to any warranty as to merchantability orfitness of the Product for any particular purpose, each of which are hereby expressly disclaimed, and theProduct is sold “as is”.
- Indemnity: Customer shall: (a) be liable to Suncor, Suncor’s affiliates, Suncor’s partners, Suncor’s contractorsand the foregoing parties’ directors, officers, employees, agents and representatives (collectively, the“Indemnified Parties”), for all losses, costs, damages, expenses and liabilities whatsoever which any of theforegoing Indemnified Parties may sustain, pay or incur; and, in addition, (b) indemnify and save theIndemnified Parties completely harmless from and against all actions, proceedings, claims, demands, debts,losses, costs, damages, fines (including those imposed under any environmental or wildlife legislation),penalties, expenses and liabilities (including but not limited to environmental liabilities) which may bebrought against or suffered, sustained, paid or incurred by the Indemnified Parties whether they are based incontract, negligence, environmental liability, riparian rights, strict liability, statutory liability, trespass,nuisance, or other tort, or on any other legal basis, as a result of any matter (including bodily injury to ordeath of any person or loss of or damage to property or otherwise) directly or indirectly arising out of or inany way connected with: (a) a breach of these terms and conditions by Customer; (b) provided that the DeliveryPoint is not a Suncor location, the management, operation, condition, maintenance, possession, care, custody,control or use of the Product and Equipment at the Delivery Point (and the area surrounding it); (c) anynoncompliance by Customer, its employees, representatives or invitees at the Delivery Point, with any applicablelaw, including environmental laws; and (d) provided that the Delivery Point is not a Suncor location,environmental contamination, or the presence of petroleum products on the Delivery Point (and the areasurrounding it), the spilling of petroleum products on the Delivery Point (and the area surrounding it) orescaping therefrom or the leakage of petroleum products from Equipment or other storage tanks, lines ordispensing equipment at the Delivery Point (and the area surrounding it), except to the extent any such losses,damages or injuries are solely attributable to the negligence of Suncor, its employees or agents. The indemnitycontained herein shall survive the termination or expiration of these terms and conditions.
- Brands: Customer shall not resell Product under trademarks, trade names or brands affixed to Product or anyother trademarks, trade names or brands owned, or used under license, by Suncor. In the event Customer choosesto resell any Product purchased by Customer from Suncor, it does so entirely at its own risk and without benefitof any warranty or representation as to merchantability, quality or specifications by Suncor.
- Safety and Environmental Protection: Each Party shall comply with all laws with respect to matters related tothese terms and conditions, including, but not limited to, those related to the storage, transportation,handling, use and disposal of Product. If Product is delivered to a carrier owned or contracted by Customer,then Customer agrees that its contractors, agents and representatives shall comply with any operatingprocedures, safety regulations and rules of the facility where the delivery is occurring (the “Rules and Regulations”). Any failure by Customer to comply with the Rules and Regulations may result in the refusal toload or continue to load any carrier, without liability to Suncor.
- Equipment: Title to, ownership of and right to possession of the Equipment shall remain with Suncor (or itscontractor, if the Equipment is owned by its contractor) at all times. Suncor shall lease the Equipment toCustomer for the Term or such shorter period as Suncor may determine in accordance with this Article. Customerrepresents and warrants that:
- there are no limitations or restrictions with respect to the Delivery Point (and the area surroundingit) that would prevent Suncor or its representatives from delivering the Equipment and Suncor (and itsrepresentatives) shall at any and all times have the right to enter into and onto the Delivery Point(and the area surrounding it) to deliver Product to the Equipment and to place and remove the Equipmentin accordance with these terms and conditions;
- the Delivery Point (and the area surrounding it) is free and clear of all contamination and is fullycapable of supporting the Equipment;
- it fully understands and is capable of carrying out the covenants provided in this Article;
- it has had a chance to inspect the Equipment (or will immediately upon delivery) and acknowledges theEquipment is being leased “as is” and is in good and acceptable condition, free of defects in materialand workmanship;
- the Specific Point (and the placement of the Equipment thereon) will not create any circumstance whereProduct could be dispensed or leaked therefrom into any septic systems, leach pits, underground ponds,waterways, sensitive habitats or similar areas; and
- it has all necessary permits and licenses required to lease and operate the Equipment.
- Customer covenants throughout the Term it shall:
- use the Equipment solely in the storage and handling of Product purchased from Suncor and for no otherpurpose;
- ensure only Customer uses the Equipment to dispense Product in accordance with instructions provided bySuncor;
- maintain the Equipment in accordance with the highest of industry standards;
- ensure and cause:
- all proper steps to be taken so that the Equipment remains and is maintained at the SpecificPoint at all times in a safe and secure manner;
- the Equipment system to have adequate grounding, suitable means of collision protection,security (including mechanisms to prevent vandalism) and spill containment and fire responseequipment in accordance with the highest of industry standards;
- adequate groundwork and other conditions sufficient to allow for reasonable and safe access tothe Equipment by authorized personal;
- the Equipment and the operation (including permitting and inspection) and maintenance thereof tocomply with all applicable laws, including environmental laws;
- all steps to be taken as may be required by environmental law and best industry practice in theevent of a spill from the Equipment, including reporting the spill to the appropriate regulatoryauthorities and carrying out all clean-up activities;
- ensure no action is taken that would cause a lien or other encumbrances to attach to theEquipment, and promptly take all necessary action to discharge any lien or other encumbrance(other than any lien or encumbrance in favour of Suncor) which does attach to the Equipment;
- pay all license fees, taxes, assessments or rates levied by any competent authority in respectof the Equipment;
- immediately report and notify Suncor of any known or suspected malfunctions with the Equipment,any misuse of the Equipment by any person or any leaks or spills that may occur as a result ofthe Equipment;
- permit and provide such reasonably assistance to Suncor as may be required to record, file orregister, at Customer’s expense, applications for registration or financing statements (andcontinuation or financing change statements when applicable), and make any other registrationsor filings, including where required, the registration of this lease or a registrable versionthereof (collectively, “Registrations”) with respect to the Equipment, meeting the requirementsof applicable law, in such manner and in such jurisdictions as are necessary or desirable toprotect, perfect and maintain the protection and perfection of, such Registrations; and (i)immediately notify Suncor if Customer: (i) makes any change in its name, jurisdiction ororganization or corporate structure; (ii) changes its place of domicile, registered head officeor chief executive office; or (iii) takes any other action, which in any such case would, underapplicable law, require the amendment of any Registration recorded, registered and filed inaccordance with the provisions hereof and shall promptly file such Registrations as may benecessary or desirable to continue the perfection of the Registrations in the Equipment intendedhereunder.
- Customer acknowledges that Suncor accepts no responsibility or liability whatsoever in relation tothe Equipment after it is delivered, and without limiting the generality of the foregoing, Customeracknowledges it is Customer’s sole obligation to ensure that all of the covenants provided for inthis Article are carried out by Customer and Suncor shall have no obligation whatsoever in relationto same. Suncor makes no representations or warranties, express or implied by operation of law orotherwise, including but not limited to any warranty as to merchantability or fitness of Equipmentfor any particular purpose, each of which are hereby expressly disclaimed and the Equipment isprovided “as is”. Customer shall bear the entire risk of loss, theft, destruction or damage to theEquipment or caused by the Equipment from any cause whatsoever during the Term or any renewalthereof.
- At the end of the Term or any renewal thereof (or if Equipment is returned prior to the end of theTerm), the Equipment (including all replacement parts or additions to the Equipment) is to be madeavailable by Customer for return to Suncor. Within thirty (30) calendar days following its return,the Equipment will be inspected by a Suncor representative or agent to ensure the Equipment has beenreturned in accordance with the Return Conditions (as hereinafter defined). If, during suchinspection, the Suncor representative or agent reasonably determines that the Equipment has not beenreturned in accordance with the Return Conditions, then Suncor or its supplier will undertake allnecessary work in a professional and workmanlike manner to return the Equipment to the ReturnConditions and all costs thereof shall be borne by Customer. Customer must ensure that the Equipmentis returned as follows (the “Return Conditions”): (i) in the same condition as it was received byCustomer at the commencement of the Term or any renewal term (normal wear and tear excepted); (ii)the Equipment shall be free from frame or skin damage and not compromised by mechanical orstructural alterations or defects; (iii) steam cleaned and cosmetically acceptable to Suncor’sequipment supplier, with any rust and corrosion which has accumulated during the Term or any renewalthereof properly removed and or properly treated and all foreign material properly removed ordisposed of by Customer; and (iv) in conformity with all applicable industry, local, provincial andfederal laws and occupational health and safety requirements. Notwithstanding anything containedherein, Suncor shall have the right, but not the obligation, to remove the Equipment from theSpecific Point: (i) after termination of these terms and conditions; (ii) should any law orregulation require the Equipment to be removed; or (iii) for any other reason Suncor deems necessaryacting reasonably, in each case, at Customer’s expense.
- Assignment: Customer shall not assign these terms and conditions in whole or in part without the writtenconsent of Suncor, which consent may be withheld in Suncor’s sole and absolute discretion.
- Waiver: Failure of Suncor or Customer to insist in any one instance or more upon the performance of anyof the terms and conditions of these terms and conditions, or to exercise any right or privilege hereinconferred, shall not be construed as a waiver of any such term, condition, right or privilege and thesame shall continue and remain in full force and effect.
- Default and Insolvency: Suncor shall have the right to terminate deliveries under these terms andconditions forthwith without notice if Customer: (i) is in default of any of the terms of these termsand conditions; (ii) makes an assignment for the benefit of creditors, or commits an act of bankruptcy,or becomes bankrupt or insolvent, or takes the benefit of any act which may be in force for bankrupt orinsolvent debtors (including, without limitation, the Companies’ Creditors Arrangement Act); (iii)engages or has engaged in a fraudulent, unsafe or deceptive business practice (in the sole judgement ofSuncor); (iv) acts or has acted in a manner Suncor determines (in the sole judgement of Suncor) to bedetrimental to Suncor’s reputation; or (v) assigns these terms and conditions, or any part of it, or anyof its rights or obligations under these terms and conditions, without Suncor’s written consent, otherthan as provided for under Article 16. The termination or expiry of these terms and conditions (each,“Expiry”) shall not relieve either Party of any rights or obligations which may have arisen between thembefore Expiry, including, without limitation, Suncor’s right to payment for Product and any Equipmentdelivered (collectively “Full Payment”), and to payment for or recovery of any other costs or expensesincurred by Suncor to enforce its right to Full Payment. Suncor shall be entitled to cancel anynon-completed deliveries at the time of such Expiry. Neither Party shall be liable to pay goodwill orother compensation due to Expiry. All rights and obligations of a Party which are capable of havingeffect after Expiry, shall survive and remain in full force and effect after Expiry for any reason.
- Governing Law: These terms and conditions shall be governed by and construed under the laws of: (i) theProvince of Quebec if each Delivery Point is located in such Province; (ii) the Province of Ontario ifeach Delivery Point is located in such Province; or (iii) the Province of Alberta in any othercircumstance, in each case including the federal laws of Canada applicable therein (individually orcollectively “Governing Law”), and without regard to such province’s conflicts of laws rules. Any actionarising out of or relating to these terms and conditions shall be brought in the appropriate court inthe City of: (i) Montreal, Quebec if the Governing Law is that of the Province of Quebec; (ii) Toronto,Ontario if the Governing Law is that of the Province of Ontario; or (iii) Calgary, Alberta in any othercircumstance (in any such case, the “Court”). The Parties agree to irrevocably attorn to the exclusivejurisdiction of such Court. The Parties exclude application of the United Nations Convention onContracts for the International Sale of Goods, or any local legislation implementing such Convention.
- Notices: A notice shall be deemed properly given if in writing and (a) delivered by hand (includingcommercial delivery service), (b) sent by telecommunication (including electronic mail), or (c) sent bymail, to the address provided by the Parties pursuant to their communications. Notice served by hand orby telecommunication shall be deemed to have been given one (1) business day after the date on which itis served, provided, if service is by telecommunication, sender has proof of receipt by the other Party.Notice served by mail shall be deemed to have been given five (5) business days after the date on whichit is postmarked. If there is an anticipated or actual postal disruption, Notice shall only be given byhand delivery or by telecommunication. Either Party may at any time change its address for service bygiving Notice in accordance with this Article. For the purpose of this Article only, “business day”means a day which is not a Saturday, Sunday or public holiday in the jurisdiction where a Party receivesa notice.
- Insurance: Without limiting any of Customer’s obligations or liabilities under these terms andconditions, Customer shall obtain and continuously carry during the term of these terms and conditions,at their own expense and cost, the following insurances: (i) Workers’ compensation coverage for each oftheir respective employees in accordance with applicable statutory requirements; (ii) Commercial GeneralLiability insurance, including bodily injury, death and property damage, in an amount of not less than$5,000,000 (combined single limit on each occurrence). Such coverage to include contractual liabilityincluding independent contractors, products and completed operations, non-owned automobile and suddenand accidental pollution liability. Limits can be provided by a combination of a primary CommercialGeneral Liability policy and Excess or Umbrella Liability policy; (iii) Automobile Liability insurancecovering all owned and hired automobiles with coverage limits not less than $5,000,000 for each accidentfor bodily injury and property damage; and (iv) All Risk Property insurance for owned and leasedequipment. All Customer liability policies must, in respect of covered liability arising out of itsoperations as per these terms and conditions and where Customer is 100% liable, name Suncor asAdditional Insured and must state that coverage is primary. Within ten (10) days of execution of theseterms and conditions and within ten (10) days of renewal of Customer’s respective policies, Customershall provide to Suncor, certificates of insurance meeting the above requirements and shall state thatsuch policies cannot be cancelled without the applicable insurer endeavoring to provide at least thirty(30) days’ written notice to the other Party. Customer shall provide to the other evidence of compliancewith applicable workers’ compensation coverage. Suncor shall have the right, acting reasonably, torequire higher limits from the Customer, as necessary and appropriate under the circumstances. Thelimits shown for the insurance required per this Article are minimum limits only and are not intended torestrict Customer’s liability under these terms and conditions. Customer shall be responsible forpayment of all deductibles applicable to their respective insurance coverage stipulated under thisArticle.
- Entirety of Agreement, Enurement and Headings: The Parties acknowledge and agree that there are no oralor written inducements, promises or agreements except as contained herein and these terms and conditionsand the attachments and schedules hereto constitute and contain the entire Agreement of the Parties withrespect to the subject matter hereof. These terms and conditions binds the Parties and enures to thebenefit of the Parties and their respective successors and permitted assigns. The headings herein arefor convenience only and are not indicative of contractual content.
- Confidentiality: These terms and conditions is confidential. Neither Party shall disclose the terms ofthese terms and conditions and information contained therein to any person except: a) as may be requiredpursuant to any applicable law, order, rule, regulation or self-regulatory or accounting disclosurerequirement; b) as may be aggregated with other information pertaining to purchases and sales ofProduct, but without reference to any counterparty; c) to any governmental or taxing authority upontheir request; d) in connection with a proposed sale by a Party of assets it owns related to the subjectmatter of these terms and conditions, to a prospective bona fide purchaser, provided the purchaser isrequired to keep such information in confidence; or (e) as may be furnished to a Party’s affiliates andeach of their respective auditors, legal counsel, advisors, insurers or lenders, who are required tokeep such information in confidence.
- Cooperation and Assistance: Each Party shall execute and deliver, or cause to be executed and delivered,all documents, and do, or cause to be done, any further and other acts or things, necessary to implementand carry out the intent of these terms and conditions.
- Language: Both Parties have requested that the present Agreement and all documents relating thereto bedrafted in the English language. Les parties aux présentes ont exigé que la présente convention et tout document afférent soient rédigés en langue anglaise.