TERMS AND CONDITIONS
1. Definitions.
The below words have the following meanings:
“Account(s)” means the credit extended to Customer by Road Ranger. An Account may be evidenced by a plastic card or an account number.
“Account User” means Customer or any other entity or individual authorized by Customer to use Account or Cards.
“Agreement” means these Terms and Conditions, the Application, and any documents included with the Card to the Customer.
“Application” means the Road Ranger Proprietary Card Application for an Account and any information furnished by Customer to Road Ranger for Road Ranger to make its determination whether to extend or continue extending credit to Customer.
“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions are generally authorized or required by law or executive order to close.
“Card” means a card or other approved payment device provided by Road Ranger or Issuer that allows Customer to make charges on Customer’s Account.
“Controls” are a set of authorization tools designed to assist Customer with managing purchases.
“Customer” is the individual or entity who has applied for and been approved for an Account.
“DIN”, “DID” or “PIN” means the identification number associated with an Account, Card, or Account User.
“Issuer” is WEX, Inc., its affiliates or subsidiaries.
“Payment Period” means the pay period set forth within the Agreement and as stated on Customer’s invoice.
“Portal” means the online system provided by Issuer which allows Customer access to Customer’s Account.
“Road Ranger” means Road Ranger, L.L.C., and its subsidiaries or affiliates.
“Transaction” means the use of the Account to buy goods or services at a Road Ranger location.
“Unauthorized Transaction” means a Transaction made on the Account by any person or entity other than an Account User.
2. Credit and Accounts.
2.1. Road Ranger in its sole discretion may extend credit to Customer after an Application has been submitted to Road Ranger. Road Ranger may at any time, investigate the financial condition of Customer or, as applicable, its subsidiaries and affiliates. If requested, Customer agrees to furnish Road Ranger copies of its financial statements, or other financial information. Customer represents and warrants that any information in the Application is true and correct and that if determined to be false or misleading, will result in the immediate termination of the Credit and be considered a Default of this Agreement. Nothing in this Agreement prevents Customer from requesting a modification of the credit limit extended by Road Ranger.
2.2. Road Ranger may suspend an Account or refuse to authorize any Transaction in its sole discretion and specifically in the event that: a) any balance is past due; b) the amount of the Transaction plus the outstanding balance (including Transactions authorized but not yet posted) exceeds the credit limit of the Customer; or c) upon suspicion of fraudulent use of the Account. Upon the suspension of an Account or the refusal to authorize a Transaction, Customer shall, immediately upon request, pay the entire balance due on the Account.
2.3. The Primary and Secondary Contacts listed in the Customer’s Application are hereby authorized by Customer to: a) provide Road Ranger with the information necessary to establish and maintain Customer’s Account(s) and Authorized Users including vehicle and other information requested by Road Ranger; b) receive all Account numbers or reports and have access to Customer’s portal provided by Issuer; or c) receive other Account information or request of make changes to Customer’s Account. It is Customer’s responsibility to modify, add or delete a Primary Contact, Secondary Contact or Authorized User in the Portal or by contacting Road Ranger via telephone or in writing. Customer remains liable for any unauthorized use until either the contact or Authorized User is changed or removed from the Portal or Road Ranger is contacted. Notwithstanding the above, Road Ranger is authorized to take instructions from any contact of Customer with apparent authority to act on Customer’s behalf. Unless and until Customer reports any errors in Account information, Cards or Account Users, Road Ranger is entitled to rely on that information for servicing the Account.
2.4. During this Agreement, in addition to its Application, Customer hereby authorizes Road Ranger to check its credit references, credit history, and other business information as needed, in order to service Customer’s Account. To the extent permissible under applicable law, Customer consents to providing Road Ranger a secured interest in Customer’s tangible assets, including but not limited to, Customer’s trucks, trailers, equipment, accounts receivable, and the like. Customer consents to Road Ranger filing a UCC-1 lien on any of Customer’s assets whenever and wherever the assets are located within the United States. Customer also agrees to promptly provide Road Ranger with adequate assurances if Road Ranger has concern over Customer’s ability to pay any amounts due under this Agreement. Said assurances may include, but are not limited to: (a) a UCC-1 lien on any of Customer’s assets located within the United States; (b) a
personal guarantee from a thirty party which Road Ranger, in its sole discretion, approves; (c) escrow of funds or (d) execution of a Letter of Credit or similar document under applicable law.
2.6. CUSTOMER AND ROAD RANGER HEREBY ACKNOWLEDGE THAT THIS AGREEMENT IS A BILLING AGREEMENT FOR FUEL PURCHASES AND THOSE OTHER SPECIFIC GOODS AND SERVICES THAT ROAD RANGER HAS AGREED TO PROVIDE UNDER THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT NOT ALL GOODS OR SERVICES THAT MAY BE PURCHASED OR PROVIDED TO CUSTOMER AT ROAD RANGER LOCATIONS ARE GOVERNED BY THIS AGREEMENT.
2.7. Accounts and Cards shall only be used for the purchase of products and services for business or commercial purposes and not for personal, family or household purposes. Customer shall adopt internal policies and controls to ensure that the Account is used strictly for business or commercial purposes. Purchases of lottery tickets or other games of chance, tobacco, alcohol, gift cards, pre-paid cards or other cash equivalent charges are prohibited.
3. Controls; Notice of Loss, Theft, or Unauthorized Use.
3.1. Customer is responsible for all transactions made by its current and former employees, contractors, affiliates, subsidiaries, or subcontractors who run Transactions or use Customer’s Account number. It is Customer’s responsibility to monitor all Account activity. Excluding instances of gross negligence or willful misconduct by Road Ranger, Customer shall assume all responsibility and be liable to Road Ranger for all unauthorized use or Unauthorized Transactions that occur including, but not limited to, the following: ( class=SpellE>i) a Card is lost or stolen and Customer does not take the action provided in Section 3.5 of this Agreement; (ii) such use or suspected use occurs as a result of the Customer’s lack of reasonable security precautions and Controls surrounding the Cards or Accounts as more fully described in this Agreement; or (iii) such use results in a benefit, directly or indirectly, to the Customer or Account User. Misuse as defined by internal Customer policy by an Account User or other employee does not constitute unauthorized use or an Unauthorized Transaction.
3.2. Customer shall enable all available card and account security features provided by Issuer or Road Ranger in an effort to prevent Customer’s Card or Account Information from being compromised.
3.3. Default Control values may assigned by Company through the Portal. More detailed information related to Controls and their limitations are available on the Portal. class=GramE>Neither Issuer or Road Ranger is responsible for the prudence of any particular Control level selected by Customer. Road Ranger and Issuer shall use reasonable efforts to deny requests for Transaction authorizations that fall outside the selected Control parameters; however, Customer remains responsible for payment in full of Transactions which fall outside of the Control parameters selected, if such Transactions are made with a valid Card. The existence and/or use of Controls will not affect Customer’s liability for Unauthorized Transactions in certain circumstances and is more fully described in the guidance information provided when you make your Control elections. Only transactions submitted for authorization are subject to Controls and those Controls can only be enforced when sufficient information as part of the authorization.
3.4. Issuer and Road Ranger may, in their sole discretion and/or without prior notice, modify Controls for the purpose of, among others, the prevention of suspected fraudulent activity. Road Ranger will notify Customer after any modification is made. Customer agrees it is responsible for reviewing fraud control data provided for the purpose of detecting fraud that may occur within Control parameters.
3.5 In the event that Customer knows of or suspects the loss, theft or possible unauthorized use of its Account, Customer should immediately suspend its Account or Account User through the Portal and notify Road Ranger (815-387-1700). Until suspension is taken on the Portal, Road Ranger will assume any and all account usage is authorized by Customer, and Customer will be liable for any and all charges.
3.6 Customer acknowledges and agrees that Issuer that provides transaction data for each Account to the Customer as transmitted by Road Ranger and is not liable for the accuracy or completeness of the of the transaction data received, posted or contained in any reports, data services or other information provided by Issuer. Customer further understands that in the event an error is identified, Customer is still liable for the transaction, but may file a dispute with Road Ranger pursuant to Section 8.
4. Additional Fees. Should any transfer, check, or other payment from Customer be returned, Customer agrees that it will be charged a $50.00 processing fee for each payment returned to Customer for insufficient funds or for any other reason which would cause the funds to be unavailable.
5. Payment Promise.
5.1. Customer agrees to be liable to Road Ranger for: a) Transactions on each Card or Account and any fees associated with a Transaction; and 2) any and all late fees and costs (including reasonable attorneys’ fees) incurred in enforcing Customer’s obligations in this Agreement. Payment is due in full within the Payment Period. If the payment due date falls on a non-Business Day, payment is due on the Business Day before the payment due date. Accounts not paid in full by agreed to terms (including late charges) will automatically be suspended and placed on hold until the outstanding balance is paid in full. Road Ranger also reserves the right to immediately terminate this Agreement if payment is not made within the Payment Period. Reactivation of your account will be at Road Ranger’s sole discretion. Road Ranger reserves the right to request additional security or to alter the terms of this Agreement if Customer’s account has any delinquencies.
5.2 Customer may be offered discounts and/or rebates by having an Account from time to time. Such discounts and/or rebates may be suspended, modified or discontinued at any time upon notice to Customer or if Customer does not maintain the account in good standing.
6. Late Fees. If Customer’s timely payment is not received within the Payment Period, Customer’s account shall be considered delinquent and the account will be subject to late charges at the rate of eighteen percent (18%) or the highest rate allowed under applicable law, whichever is lower, retroactive to date of the unpaid invoice or invoices, or any portions thereof remaining unpaid. Road Ranger will begin to assess a late fee on the first day following the date a payment is due and is not posted to the Account. The late fee will be calculated by determining the total balance due on the date the account becomes delinquent, including all past due amounts. The total balance due will be multiplied by the late fee interest rate to determine the account’s late fee.
7. Application of Payments and Early Payments. Payments will be applied first to unpaid late fees and then to any unpaid balances. In addition to any other rights now or hereafter granted under applicable law, Road Ranger may, without notice, set off and apply any and all monies, and any and all other indebtedness at any time held by Road Ranger to or for Customer’s credit or account, against or on account of any indebtedness owed by Customer to Road Ranger or any of Customer’s other obligations and liability to Road Ranger, howsoever arising. Customer may pay their Account balance or a portion of it, at any time prior to its due date without penalty.
8. Disputed Amounts. If Customer believes an invoice contains information that is incorrect, it must bring the discrepancy to Road Ranger’s attention in writing within the Dispute Period. All discrepancies or disputes of charges must be sent in writing to Road Ranger within sixty (60) days from the billing date or they will be considered final and binding and unconditionally waived by Customer. The dispute should detail Customer’s name and account number, the specific transactions and total dollar amount of the dispute, as well as a description or possible explanation of the error.
9. Default.
9.1. A party to this Agreement may terminate this Agreement at any time upon the default of the other party. “Default” means: ( class=SpellE>i) the failure of the Customer to remit payment in accordance with the terms of this Agreement; (ii) the breach by either party of this Agreement, other than an event of nonpayment by Customer, provided the breach is not remedied within 15 days of the defaulting party's receipt of written notice from the other party specifying the breach; (iii) the representation or warranty by either party of any facts in connection with this Agreement that prove to have been materially incorrect or misleading when the representation or warranty was made; (iv) the filing by or against either party of any petition in bankruptcy, insolvency, receivership, or reorganization or pursuant to any other debtor relief law or the entry of any order appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of either party; (v) the insolvency, dissolution, reorganization, assignment for the benefit of creditors or any other material adverse change in the financial condition of either party; (vii) the entry of any adverse judgment, order or award against either party that has a material adverse impact on the financial condition of either party or a detrimental effect on the ability of either party to perform its obligations; or (vi) the default by Customer under any other agreement between Customer and Road Ranger.
9.2. If Customer Defaults: ( class=SpellE>i) it will not have any further right to borrow under this Agreement; (ii) all outstanding amounts under the Account are immediately due and payable; (iii) Road Ranger may terminate this Agreement; and (iv) Road Ranger will have the right to bring suit and exercise all rights and remedies available under applicable law which may include the payment of all reasonable costs of collection; then Road Ranger may, in its sole discretion: (a) immediately suspend all services and obligations; (b) shorten the billing cycle; or (c) change the payment terms with or without notice to Customer. The suspension of services and/or obligations will not be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services or obligations relates or otherwise.
10. Term and Termination.
10.1. This Agreement is effective upon acceptance of the application for an Account by Road Ranger unless terminated by either party with thirty (30) days advance written notice. Upon termination Customer is still obligated to pay for all Transactions made prior to the effective date of the termination. Customer may retain a copy of any records or Account information for archival or data retention purposes.
10.2. Road Ranger may, at any time, elect to immediately terminate this Agreement, or modify products or services described in this Agreement.
11. Force Majeure.
11.1. In no event shall either party be liable to the other party (except for payment of money on outstanding amounts on the Account) for any failure or delay in performance wholly or in part due to causes or circumstances beyond its reasonable control and without its fault or negligence including, but not limited to the following: Acts of God; acts of the public enemy; civil disturbance; war; acts of the United States of America or any state, territory or political division of the United States of America; fires; floods; natural disasters; pandemic or epidemic events, regional, statewide, or nationwide strikes, or any other general labor dispute not specific to that party; communication line failures; and/or freight embargoes (collectively “force majeure”). A party’s failure to perform its obligations under this Agreement due to force majeure events will not be considered breach or Default if the party has made its best efforts to: ( class=SpellE>i) comply with its obligations; (ii) avoid an interruption of its performance; and (iii) resume its performance.
11.2. The party claiming a failure or delay in performance under this Agreement due to force majeure must promptly notify the other party in writing. In the event that any such force majeure failure or delay continues for a period of more than ten (10) business days, the other party may, upon written notice to the other party, have the option of terminating this Agreement without incurring additional liability.
12. Assignment and Amendment.
12.1. Customer may not assign this Agreement or any interest, payment or rights under this Agreement for any reason, without Road Ranger’s prior written consent, which may be granted or withheld by Road Ranger in its sole discretion.
12.2. Other than these Terms and Conditions, which may be revised at any time by Road Ranger, with or without notice, or in accordance with applicable law, any other amendment or modification to the terms and provisions of the Agreement must be in writing and executed by authorized representatives of both parties.
13. Covenants.
13.1. The parties represent and warrant that this Agreement constitutes the legal, valid, binding, and enforceable agreement of each party, and its execution and performance of this Agreement: ( class=SpellE>i) does not constitute a breach of any agreement of either party with any other party, or of any duty arising in law or equity; (ii) does not violate any law, rule or regulation applicable to it; (iii) is within the party's corporate powers; and (iv) has been authorized by all necessary corporate action of the parties. Customer agrees to provide any evidence of corporate (or other organizational) existence and authorization that Road Ranger may reasonably request, in its sole discretion.
13.2. For Road Ranger’s continued compliance with banking and credit underwriting standards, Customer will provide Road Ranger with advance written notice of: ( class=SpellE>i) any change in Customer’s legal structure or legal name; (ii) any consolidation, merger or sale of a substantial part of Customer’s assets; or (iii) any change of control of Customer as well as if an employee of Customer that has provided a guaranty of payment has terminated their relationship with Customer. Road Ranger reserves the right to make any necessary modifications to the Account terms based upon changes made by Customer as referenced above.
13.3. As part of Road Ranger’s and Issuer’s commitment to customer service, their managers periodically will monitor telephone communications between their employees and its customers to ensure that high quality service standards are maintained. Customer consents to that monitoring and recording of telephone communications and agrees to notify employees who may be in telephone contact with Road Ranger’s or Issuer’s representatives that periodic monitoring of conversations will occur.
14. Severability and Waiver. If any portion of this Agreement is held to be invalid, the remaining portions shall remain in full force and effect and shall continue to be binding upon the parties. Failure to insist upon strict compliance with any of the terms or conditions of the Agreement shall not be deemed a waiver of such term or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.
15. Waiver of Jury Trial, Service of Process and Class Action Rights. CUSTOMER HEREBY WAIVES ANY RIGHT THAT IT HAS TO HAVE ANY DISPUTE RELATING TO THIS AGREEMENT, CUSTOMER’S APPLICATION FOR CREDIT, OR ANY RELATED DOCUMENTS, HEARD BY A JURY. ANY CLAIM BROUGHT BY CUSTOMER AGAINST ROAD RANGER OR ISSUER MUST BE BROUGHT IN THE CUSTOMER’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR
PROCEEDING (“CLASS ACTION”). CUSTOMER EXPRESSLY WAIVES ANY ABILITY TO MAINTAIN OR PARTICIPATE IN ANY CLASS ACTION IN ANY FORUM. Customer waives personal service of process in connection with any action or proceeding commenced by Road Ranger in connection with this Agreement, and agrees that service may be made by certified mail to the last known address in Road Ranger’s records.
16. Attorneys’ Fees & Costs. Customer shall be liable to Road Ranger and/or Issuer for any and all reasonable attorneys’ fees and costs incurred by Road Ranger or Issuer to enforce this Agreement.
17. Indemnity. CUSTOMER AGREES TO PROTECT, INDEMNIFY, HOLD HARMLESS, AND DEFEND ROAD RANGER AND ISSUER, AND THEIR MEMBERS, OFFICERS, DIRECTORS, MANAGERS, AND EMPLOYEES, AGAINST ALL ACTIONS, CLAIMS, DAMAGES, DEMANDS, SUITS, AND OTHER LIABILITIES, INCLUDING ATTORNEY FEES AND OTHER EXPENSES OF LITIGATION ARISING OUT OF, IN WHOLE OR IN PART, CUSTOMER OR ITS EMPLOYEES’ OR AGENTS’ BREACH OF ANY TERM OF THIS AGREEMENT, OR ANY ACT OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT.
18. Disclaimers and Limitations.
18.1. Neither Road Ranger nor Issuer are liable for any loss sustained by any party resulting from any act, omission or failure to act by Road Ranger or Issuer, whether with respect to the exercise or enforcement of its rights or remedies under this Agreement, or otherwise, unless the loss is caused by Road Ranger’s gross negligence or willful misconduct. Road Ranger’s liability under this Agreement shall be limited to actual damages incurred by Customer as a direct result of Road Ranger’s gross negligence or willful misconduct. IN NO EVENT WILL ROAD RANGER OR ISSUER BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES AND, ANY RIGHT OR CLAIM TO EITHER IS EXPRESSLY AND UNCONDITIONALLY WAIVED.
18.2. Except as otherwise required under law, Road Ranger makes no warranty with respect to goods, products or services purchased on credit through Road Ranger. Road Ranger further disclaims all warranties with respect to goods, products and services purchased on the Account, including, without limitation, the implied warranty of merchantability.
18.3. Customer acknowledges and agrees that neither Road Ranger nor Issuer is liable to Customer for any loss, liability or damages Customer suffers which result from, are related to, or in any way are connected with any fraud control or purchase restriction measures Road Ranger or Issuer elects to implement from time to time, unless such loss, liability or damage is a direct result of Road Ranger’s gross negligence or willful misconduct in implementing fraud control or purchase restriction measures Road Ranger has expressly agreed in writing to undertake for Customer.
18.4 Customer further acknowledges and agrees that the Portal provided by Issuer is for the convenience of Customer in managing its Account and is not a required condition of the
Agreement. Issuer makes no representation or warranties regarding the Portal, its use, or the information contained therein, and may disable the Portal at any time and for any reason without it being a breach of the Agreement.
19. Governing Law.
19.1 The validity, performance and all matters relating to the interpretation and effect of this Agreement and any amendments hereto or modifications hereof shall be governed by the substantive laws of the State of Illinois, without reference to its conflicts of laws principles. Each party waives any objection to venue and any objection based on forum non class=SpellE>conveniens in any such court.
19.2 In the event that there is a change in applicable law deemed by Issuer to be material to the administration of the program, Road Ranger may seek to renegotiate the terms, including, but not limited to, the financial terms of this Agreement. Customer shall have no obligation to renegotiate such terms; provided, that if the parties cannot agree on an adjustment of such terms, then Road Ranger may, at its option: ( class=SpellE>i) allow this Agreement to remain in effect without any such adjustment; or (ii) terminate this Agreement upon written notice to the Customer.
19.3 If Road Ranger, Issuer or Customer is notified by a state or federal regulatory body that any aspect of the services provided by Road Ranger or Issuer or this Agreement does not comply with any applicable law, regulation, rule, policy, or order, then the affected party shall give the other party prompt written notice of the non-compliance. Following notice, the affected obligations will be suspended and the failure to perform those obligations will not be deemed a breach of or Default under this Agreement so long as the affected party is unable to perform due to the notice given by the state or federal regulatory body style='font-size:11.5pt;font-family:"Arial",sans-serif'>.
20. Notices. Any notice required or permitted shall be in writing and shall be validly given only if delivered in person or sent by registered or certified mail (return receipt requested, postage prepaid), reputable overnight courier, emailed to the email address listed, or faxed to the fax number listed on the Application. Customer shall be solely responsible for updating its contact information, including its email address, if notices need to be sent to an alternate address in the future. Such update notices shall be done through the Portal.
21. Confidentiality. All information furnished by or to Customer, Road Ranger or Issuer in connection with this Agreement, including, but not limited to, pricing, discounts and/or rebates will be kept confidential (and will be used by the other party only in connection with this Agreement), except to the extent that the information: ( class=SpellE>i) is already lawfully known when received; (ii) becomes lawfully obtainable from other sources; (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, or any other agency of any government; or (iv) is required by law to be disclosed, provided that notice of the disclosure has been given (when legally permissible) by the party proposing to make such disclosure, which notice, when practicable, shall be given sufficiently in advance of the proposed disclosure to permit the other party to take legal action to prevent the disclosure.
23. Relationship of the Parties. Nothing contained in this Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between Road Ranger, Issuer and Customer.
24. Headings. These headings contained in these Terms and Conditions are for convenience of reference only and shall not affect the interpretation or meaning of this Agreement.
25. Entire Agreement. The Agreement, constitute the entire agreement with respect to the Account arrangement between Customer and Road Ranger and supersedes any previous oral or written agreements.