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WEX Europe Services (UK) Limited

General Terms and Conditions of Card Use

1. Purpose
The purpose of this Agreement is to define the conditions under which Customers may use Cards to obtain Goods at participating Supply Points.

2. Definitions
In this Agreement, the following words shall have the following meanings:

3. Card Program

3.1 WEX may in its sole discretion provide, or cause a third party to provide, one or more Cards to Customer. Customer can use a Card for purchasing certain Goods that are available at Supply Points but Customer is not obliged to purchase a minimum amount of Goods using the Card. A Card that has not been used for a certain period of time as determined by WEX may be cancelled automatically or subject to a Charge as a result of such non-activity.

3.2 WEX offers, through Retailers, a range of Goods that can be purchased with a Card. Customer determines the categories of Goods that can be purchased with the Cards based on the available offering under the Card Program. WEX may at any time and without Notification extend or reduce the range of Goods it offers under the Card Program. The issuing of Cards to Customer does not confer any right to Customer to receive supplies of Goods.

3.3 Use of a Card constitutes a purchase of Goods from WEX or from Retailer, as the case may be. Title to the Goods and risk of loss will pass upon delivery of the Goods at the Supply Point.

3.4 Cards may only be used at participating Supply Points however Retailers have the right to retain cards and/or to refuse to supply Goods, accept Cards or process Transactions for any reason including, but not limited to, shortage of product, technical failure of equipment or failure by Customer to comply with this Agreement. Customer shall comply with all operating requirements and conditions imposed by a Retailer at the Supply Point. Any fees or payments charged by Retailer to WEX in connection with Transactions by Customer not complying with local regulation or damaging Retailer's equipment can be charged by WEX to Customer. If the Goods have already been supplied and the Card is not accepted by the Retailer for whatever reason, Customer is required to pay for the Goods at Retailer's customer price applicable at the Supply Point with other means of payment.

3.5 Customer may authorise Cardholders to use a Card and shall ensure that Cardholders comply with Customer's obligations under this Agreement. Customer shall ensure that Cards do not remain in possession of anyone who has ceased to be an authorised Cardholder.

3.6 The Card may only be used for purchases that correspond with a normal consumption or use and Cards can only be used by Customer in compliance with all applicable legislation.

3.7 Customer and Cardholders are not entitled to participate in any WEX promotions or loyalty schemes on Transactions using a Card unless otherwise invited in the terms of any such promotion or loyalty scheme.

3.8 WEX may modify or end its Card Program and/or replace it with a different program. In addition, WEX may increase or reduce the number, and vary the type, of Retailers and/or Supply Points where Cards can be used without Notification.

3.9 Where Customer acquires a Purchase Device by virtue of this Agreement, Customer shall:

3.10 Customer agrees and acknowledges that title to the Purchase Device shall remain with WEX at all times and that the Purchase Device shall be returned to WEX at the end of the agreed period, failing which a non-return Charge shall be levied by WEX.

4. Cards

4.1 Property, cancellation, blocking or renewal of cards

Cards remain the property of WEX at all times. WEX may cancel or block Cards or refuse to renew or replace Cards in its sole discretion and Customer shall return Cards on first request to the WEX Card Centre. WEX may with prior Notification to Customer levy Charges on Cards.

4.2 Use of Cards

Customer may only use Cards in accordance with the provisions of this Agreement. A Card may not be used in, among others, the following circumstances:

Notwithstanding clause 4.2(a)-(e), Customer shall be liable to pay WEX for all amounts due pursuant to each Transaction plus any Charges levied as a result of any breach of this clause 4.2.

4.3 Types of Cards

4.4 Online and offline Transactions

Transactions will be processed online, except if this is not possible for technical reasons relating to the equipment required for such processing, in which case Transactions will be processed offline. Online Transactions shall be confirmed by PIN and offline Transactions (where permitted) shall be confirmed by PIN or by signature of the Cardholder on the sales voucher. Transactions confirmed in such manner are deemed to have been accepted by Customer and will be invoiced to Customer. Cardholder has no entitlement to offline Transactions, Customer will remain liable for Transactions made without PIN.

4.5 Security precautions

4.6 Lost, stolen or duplicated Cards and compromised PINs

4.7 Cancellation, withdrawal or replacement of Cards

4.8 With prior Notification to Customer, WEX reserves the right to levy Charges in respect of the reissuing and replacement of any Cards.

5. Price, Invoicing and Payment

5.1 Price

5.2 Invoicing

5.3 Payment term, payment method and securities

5.4 Default by Customer

6. Information and Data Privacy

6.1 Customer shall ensure that all information communicated to WEX (including name, legal status, address, email address, key personnel, bank details) is accurate and it shall forthwith provide Notification in Writing to WEX of any changes. Upon request, Customer shall provide complete and accurate financial statements (last audited accounts if available) and related information in a timely manner to assist WEX with the financial assessment process.

6.2 WEX shall not be liable to Customer in respect of any inaccurate Invoices, documentation or reporting about Transactions resulting from incorrect information provided by Customer, Cardholder or Retailer. All monies owing by Customer to WEX shall become due and payable forthwith if WEX discovers that any of the information provided by Customer to WEX is materially inaccurate.

6.3 WEX may at any time disclose to a third party any relevant information relating to Customer, its Cardholders or its Transactions to the extent that this is deemed necessary by WEX to enable the operation of this Agreement. Customer shall treat information set forth in or derived from this Agreement as confidential.

6.4

7. Duration and Termination

7.1 This Agreement will take effect upon the first use by Customer or Cardholder of a Card and it is concluded for an indefinite duration. Either Party may terminate this Agreement at any time by giving to the other not less than four (4) weeks' Notification in Writing.

7.2 Notwithstanding any other remedies available to WEX, this Agreement may be terminated by WEX with immediate effect by Notification to Customer in the following circumstances:

7.3 If Notification of termination of this Agreement is given for whatever reason, the total outstanding balance of Customer's account (whether invoiced or not) shall become immediately due and payable in full to WEX. At the termination of this Agreement the right of Customer to use Cards shall cease, and Customer’s access to the Website may be stopped or restricted. This is without prejudice to Customer's liability for use of Cards after termination until the moment where such Cards have been received back by WEX or to the rights of WEX already accrued at the date of such termination at the conditions that were valid before the termination of this Agreement. Securities shall remain in force until the last payment due under this Agreement has been received by WEX.

8. Exclusion and Limitation

8.1 WEX gives no warranty, express or implied, in relation to any Goods supplied to Customer other than relating to the title of the Goods supplied. WEX shall not be liable for any loss or damage suffered by Customer or the Cardholder in connection with any Goods save to the extent that such liability cannot by law be limited or excluded. WEX shall not be liable for any failure of Retailer to process Cards or for any refusal by Retailer to accept Cards. The sale of Goods by Retailers takes place under the exclusive responsibility of such Retailers and Customer must lodge any claim relating to the sale of Goods directly with such Retailers.

8.2 WEX's liability under this Agreement for any claims relating to Goods purchased with a Card is limited to the purchase price of such Goods.

8.3 WEX is not liable for any loss of profits, loss of revenue or loss of opportunity or any consequential or indirect loss or damages incurred by Customer or Cardholder as a result of a claim.

8.4 Claims by Customer or Cardholder are waived unless made by registered letter within 10 calendar days from the date of the event triggering the claim.

8.5 Customer shall indemnify and hold WEX, its officers, employees and agents harmless in respect of any losses that are caused by or result from the negligence or wilful acts or omissions of Customer or its Cardholders.

8.6 Nothing in this Agreement has the effect of limiting or excluding any liability of WEX in respect of a Claim arising as a result of the fraud, negligence or wilful misconduct of WEX, its contractors or agents and their respective employees (but, WEX Europe Services (UK) Limited – March 16 for the avoidance of doubt, WEX shall not be liable in any way to Customer or Cardholder for the fraud, negligence or wilful misconduct of any third party service provider) save to the extent that liability cannot by law be excluded, and provided that WEX shall in no event be liable for any consequential or indirect loss howsoever arising.

9. Force Majeure

WEX shall not be liable for any failure to perform or any delay in performance under this Agreement arising from, or in connection with, any event that is not within WEX's immediate control, including, but not limited to:

10. General

10.1 Signing or using a Card constitutes acceptance of these General Terms and Conditions.

10.2 WEX may unilaterally vary, add to or delete any provision of this Agreement and changes to this Agreement shall be posted on the Website (including any relevant effective dates). Customer shall check online from time to time for any updates or amendments to this Agreement. Use of a Card after any such update has been made to this Agreement shall be deemed to be acceptance of the modified Agreement by Customer.

10.3 WEX may transfer or assign the rights and obligations under this Agreement in whole or in part (including, but not limited to, transferring, assigning or factoring any debts or claims) to third parties (including but not limited to other Affiliates) without Notification. Furthermore, WEX may, at its sole discretion, and without Notification, appoint any agent or contractor for the negotiation and/or execution of this Agreement and Customer hereby expressly confirms its consent to any such appointment. Customer may transfer or assign its rights and obligations under this Agreement with prior written consent from WEX.

10.4 If Customer consists of two or more persons, then their obligations under this Agreement shall be joint and several.

10.5 Each Party shall exercise reasonable care and diligence to prevent any action or condition which may result in a conflict of interest with those of the other Party. This obligation shall apply to the activities of each Party’s employees and agents in their relations with the employees and families of the other Party, its representatives, vendors, subcontractors and third parties. Each Party’s compliance with this requirement shall include, but shall not be limited to, establishing precautions to prevent that Party’s employees or agents from making, receiving, providing or offering substantial gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the other Party’s best interest. Each Party shall promptly Notify the other Party the identity of its representatives or employees who are known in any way to have a substantial interest in the other Party’s business or the financing thereof.

10.6 No remedy of WEX against Customer is intended to be exclusive, but each remedy shall, to the maximum extent allowed by law, be cumulative and in addition to any other remedy referred to herein or otherwise available to WEX. The exercise, or beginning to exercise, by WEX of any one or more remedies shall not preclude the simultaneous or later exercise by WEX of other remedies. All remedies of WEX shall, to the maximum extent allowed by law, survive any and all terminations of this Agreement. To the maximum extent allowed by law, no delay or failure on the part of WEX in exercising any right, remedy, power, or privilege of WEX shall operate as a waiver thereof.

10.7 Each of the clauses in this Agreement is independent and severable and shall not, in the event of any declaration of invalidity or unenforceability, affect the construction, or effect of, any other clause in this Agreement.

10.8 This Agreement shall form the entire agreement between WEX and Customer in relation to the use of the Cards and supersedes all other agreements and understandings (whether written or oral) in relation to the use of the Cards. Any terms and conditions provided by the Customer shall not apply to this Agreement.

10.9 Headings used in these General Terms and Conditions are for convenience only and shall not affect its interpretation.

10.10 Notwithstanding any other provision in this Agreement or any other document, neither this Agreement nor any other document shall constitute an agreement by WEX to take any action or refrain from taking any action that is in conflict with, penalised under, or compliance with which is prohibited by, US law or regulation.

10.11 This Agreement, and any supplies of Goods made in conjunction with the use of the Card, shall be governed by, and construed in accordance with, the laws of England (excluding its rules on conflict of law) and Customer irrevocably submits to the exclusive jurisdiction of the courts of England. Neither the Uniform Law on the International Sale of Goods ('ULIS'), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 ('CISG') shall apply.

10.12 For Transactions involving Supply Points outside of the territory of the WEX company which has the primary relationship with the Customer (Outside Territory Transactions), an Affiliate will replace WEX in relation to the sale of Goods and issue of Invoices as set out in this Agreement. At the date of issue of this Agreement, the Affiliate is Retail Petroleum Services Limited but this entity may be amended from time to time at the sole discretion of WEX. Use of a Card for Outside Territory Transactions constitutes a purchase of Goods from Affiliate or from Retailer, as the case may be. Title to the Goods and risk of loss will pass upon delivery of the Goods at the Supply Point. Invoices will be issued in respect of these supplies in accordance with the terms in section 5 above.

11. Country Specific Provisions

11.1 Cards capable of being used in the United Kingdom, as well as in Ireland, may only be used in the United Kingdom if shown to the Retailer prior to the purchase of Goods.


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