Fleet Card Terms and Conditions

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Fleet Card Terms and Conditions

1. DEFINITIONS

In addition to the terms defined in the Fleet Card Application, the following terms shall have the following meanings:

1.1 “Account” means the Fleet Card account established in the name of the Cardholder under this Agreement for the purchase of Products by way of a Fleet Card.

1.2 “Affiliate” in relation to ExxonMobil means:

(a) Exxon Mobil Corporation or any parent company of Exxon Mobil Corporation,

(b) any company or partnership in which Exxon Mobil Corporation or any parent of Exxon Mobil Corporation now or hereafter (1) owns or (2) controls, directly or indirectly, more than fifty percent (50%) of the ownership interest having the right to vote or appoint its directors or functional equivalents (“Affiliated Company”),

(c) any joint venture in which Exxon Mobil Corporation, any parent of Exxon Mobil Corporation or an Affiliated Company is the operator,

(d) any successor in interest to (a) through (c) above.

1.3 “Agreement” means the agreement herein between ExxonMobil and the Cardholder setting out the terms and conditions for the Account and the use of the Fleet Cards by the Cardholder and/or the Authorised Users.

1.4 “Authorised Reseller” means the operator(s) of participating Esso service stations in Singapore, as notified by ExxonMobil from time to time, that accept the Fleet Card for purchases of the Products. 1.5 “Authorised Signatory” means the person authorized to complete and sign the Fleet Card Application

for and on behalf of the Cardholder.

1.6 “Authorised User” means any natural person designated in writing by the Cardholder in the Fleet Card Application or subsequently requested in writing by the Cardholder, and agreed to by ExxonMobil. 1.7 “Billing Period” means the period for the billing of Charges, as specified by the Cardholder in the Fleet

Card Application and approved by ExxonMobil.

1.8 “Cardholder” means the legal entity whose name and address appear in the Fleet Card Application. 1.9 “Charges” means all amounts charged to each Fleet Card, any late payment charges or other amounts

due and payable to ExxonMobil hereunder and all other costs, fees or expenses (including, without limitation, legal fees/expenses on a full indemnity basis) incurred by ExxonMobil in the recovery of or in relation to or in connection with any of such amounts, charges, costs, fees or expenses payable hereunder.

1.10 “Credit Period” means the period for full settlement of the Charges by the Cardholder, as established and endorsed by ExxonMobil in the Cardholder’s Fleet Card Application, or such other period as ExxonMobil may from time to time establish by written notice to the Cardholder, such period to commence from the date of the invoices referred to in Section 6 hereof.

1.11 “Discount” means the relevant discount that is available for Products purchased and charged by way of the Fleet Card, which discount(s) will be communicated separately by ExxonMobil to the Cardholder and provided by ExxonMobil subject to the terms and conditions herein.

1.12 "ExxonMobil" means ExxonMobil Asia Pacific Pte Ltd.

1.13 “Fleet Card” means a card issued by ExxonMobil pursuant to this Agreement bearing a valid nineteen-digit identification code, and the registration number of a Listed Vehicle or a Master Number..

1.14 “Fleet Card Application” means the application form prescribed by ExxonMobil for the application of the Fleet Card.

1.15 “Fleet Card Receipt” means a machine print-out receipt issued by ExxonMobil or by an Authorised Reseller at the time of the purchase and charge of Products to a Fleet Card.

1.16 “Indemnified Parties” means ExxonMobil, its directors, officers, agents, employees, successors, and assigns collectively.

1.17 “Listed Vehicle” means a vehicle designated by the Cardholder in the Fleet Card Application for the issue of a Fleet Card.

1.18 “Master Number” means a number, name or term not exceeding 10 digits chosen by the Cardholder in its Vehicle Details Attachment and accepted by ExxonMobil, and embossed on a Fleet Card in lieu of the registration number of a Listed Vehicle.

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1.19 “Maximum Amount” means the amount stipulated by the Cardholder (and approved by ExxonMobil) in the Vehicle Details Attachment, or the amount imposed by ExxonMobil from time to time, as being the maximum amount chargeable at any one time or for any specified period of time or for a particular type of transaction, as the case may be, to the Fleet Card issued for a Listed Vehicle.

1.20 “Notification of Loss” means the written notification by the Cardholder to ExxonMobil reporting the event(s) pursuant to Section 8 below.

1.21 “PIN” means a Personal Identification Number issued by ExxonMobil to the Cardholder for each Fleet Card to enable the Cardholder or Authorised User to make purchases of Products from the Authorised Reseller.

1.22 “Products” means any one or more of the following for which purchases may be charged to the Fleet Card: (a) fuels offered for sale by an Authorised Reseller as expressly approved by ExxonMobil from time to time.

1.23 “Replacement Fleet Card” means a Fleet Card specially issued in the events described in Section 4 or Section 8 hereunder.

1.24 “Sales Voucher” means a voucher issued by ExxonMobil or an Authorised Reseller at the time of purchase and charge of the Products to the Fleet Card.

1.25 “Vehicle Details Attachment” means the attachment to the Fleet Card Application completed by the Cardholder and containing the particulars of each Listed Vehicle to be issued with a Fleet Card pursuant to this Agreement.

In consideration of ExxonMobil issuing a Fleet Card, the Cardholder and the Authorised User undertake to be bound by the terms and conditions herein.

2. CARD ACCOUNT

2.1 The terms and conditions herein cover the Account established in the name of the Cardholder for the purchase of Products by way of a Fleet Card(s) and the use of the Fleet Cards by the Cardholder and Authorised Users. All obligations hereunder (notwithstanding references made solely to the Cardholder) shall be the joint and several obligations of the Cardholder and Authorised Users. The Cardholder shall bring the terms and conditions of this Agreement to the attention of the Authorised User and shall ensure that the Authorised User complies with the same. Unless expressly agreed otherwise by ExxonMobil, such Authorised Users shall be deemed to accept these terms and conditions upon first use of the Fleet Card. The release or discharge of liability or any invalidity or unenforceability in respect of a person using a Fleet Card shall not discharge or affect the liability of any other person using the said card including but not limited to the Cardholder at whose request, and/or the Authorised User under whose name, the Fleet Card is issued.

2.2 The application by the Cardholder for a Fleet Card shall constitute Cardholder’s undertaking to be bound by these terms and conditions. The Cardholder shall be responsible for the Fleet Cards issued by ExxonMobil under the Cardholder’s Account.

2.3 The Cardholder acknowledges and agrees that each of the Fleet Cards issued pursuant to this Agreement is and shall remain, throughout the term of this Agreement, the property of ExxonMobil. 2.4 The Fleet Card enables the Authorised Users to purchase only Products from Authorised Resellers and

to charge such purchases to the Fleet Card PROVIDED ALWAYS THAT ExxonMobil shall not, under any circumstances or in any way whatsoever, be bound to ensure the availability or provision of the Products or be liable in the event of such non-availability or non-provision thereof and PROVIDED FURTHER THAT any tax, levy or duty, including goods and services tax, imposed or levied by any governmental authority or body before or after the date of any purchase and charge of the Products to the Fleet Cards shall be for the Cardholder’s account. The Fleet Card may not be used to make any purchases from the convenience stores or from other service providers located at the service stations. 2.5 The Authorised User shall be authorized to use only the Fleet Card that bears his name and the

registration number or Master Number of the Listed Vehicle and shall further use the Fleet Card only for that Listed Vehicle.

2.6 The aggregate amount chargeable at any time or in any one transaction to the Fleet Card shall not exceed the Maximum Amount applicable to such Fleet Card for the transaction in question. Maximum Amount may be revised at any time as ExxonMobil may, at its absolute discretion, think fit. Maximum Amount and revisions thereto shall take place immediately when determined by ExxonMobil, whether with or without prior notice to the Cardholder. The Cardholder agrees not to, and to ensure that the Authorised Users do not, exceed these Maximum Amounts.

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2.7 The Cardholder may, at any time and from time to time, seek ExxonMobil's approval, in writing, to amend the Maximum Amount. The amended Maximum Amount shall take effect on the date immediately following the date of ExxonMobil’s written approval or such other date as ExxonMobil may determine.

2.8 The Authorised Reseller shall have the right, but shall not be required, to verify that the registration number or Master Number of the Listed Vehicle appearing on any Fleet Card and/or that the purchases charged to a Fleet Card relate to or are for the benefit of such Listed Vehicle, and/or the identity and/or authority of any person holding or purporting to hold himself out to be an Authorised User. ExxonMobil and Authorised Reseller each reserves the right to request the Cardholder or Authorised User to sign or endorse the Sales Voucher or Fleet Card Receipt at any time when deemed to be necessary and/or to require other documentation for identity verification purposes.

2.9 The Cardholder and/or the Authorised User shall be responsible for and shall ensure that the Sales Voucher or the Fleet Card Receipt accurately reflect the purchases charged to the Fleet Card.

2.10 Details of all transactions charged to the Fleet Card shall be captured in ExxonMobil’s computer print-out, which shall be deemed as conclusive and binding upon the Cardholder. ExxonMobil shall have the right to admit such print-outs, Sales Vouchers or the Fleet Card Receipts as evidence of charges in any dispute with the Cardholder.

2.11 ExxonMobil shall not, under any circumstances or in any way whatsoever, be liable or responsible for any act or omission of any Authorised Reseller including the refusal by or failure of any Authorised Reseller to honour the Fleet Card, or for any loss or damage arising from the manner of acceptance of the Fleet Card, or for any defects or deficiency in or complaints relating to the Products, or for any other disputes or claims that the Cardholder and/or Authorised User may have with or against an Authorised Reseller, or for any loss of profits, special, incidental, consequential, exemplary or punitive damages. 2.12 Any dispute or claim the Cardholder and/or Authorised User may have with or against the Authorised

Reseller shall not affect the obligations of the Cardholder and the Authorised User to ExxonMobil under this Agreement.

2.13 The Cardholder shall indemnify and keep ExxonMobil fully indemnified at all times against any and all claims, losses, damages, actions, demands, penalties, fines, costs or expenses (including without limitation, legal fees/expenses on a full indemnity basis) of any nature whatsoever and howsoever arising which ExxonMobil may incur, sustain or suffer arising out of or relating to or in connection with the issue of a Fleet Card to the Cardholder or the use of the Fleet Card by the Cardholder and/or any Authorised User, or the Products.

2.14 Nothing in this Agreement shall be construed as obligating ExxonMobil to supply to the Cardholder any particular quantity, volume or dollar value of Product and nothing herein shall be construed as obligating the Cardholder to purchase from ExxonMobil a particular quantity, volume or dollar value of Product.

3. CARDHOLDER'S INFORMATION

3.1 The Cardholder represents the truth and accuracy of the details furnished in the Fleet Card Application (including, without limitation, the particulars of the Listed Vehicles in the Vehicle Details Attachment and of the Authorised Users in the Fleet Card Application), and other information furnished or required to be furnished to ExxonMobil hereunder.

3.2 The Cardholder shall provide any information, including but not limited to credit/financial related information, that ExxonMobil may reasonably request about an Authorised User or Authorised User’s use of a Fleet Card and supply ExxonMobil with any documentation or support related to that Authorised User or use which ExxonMobil may from time to time request.

4. LIABILITY OF CARDHOLDER

4.1 The Cardholder shall notify ExxonMobil in writing of any change in the Listed Vehicle or other particulars furnished to ExxonMobil (including particulars set out in the Fleet Card Application or the Vehicle Details Attachment or the particulars of the Authorised Users), which notification shall be

given, and the Fleet Card relating to such Listed Vehicle or Authorised User shall be destroyed, by the Cardholder within seven (7) days of the relevant change. ExxonMobil may, at its sole

discretion, issue a Replacement Fleet Card showing the changed particulars and invalidate the existing Fleet Card and impose such fee as is necessary. Pending the issuance of the Replacement Fleet Card, the Cardholder shall continue to be liable to pay for all Charges incurred in relation to or arising from the use of the existing Fleet Card.

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4.2 The Cardholder shall be responsible and shall pay for any and all purchases of Products charged to the Fleet Cards, notwithstanding that a vehicle is no longer a Listed Vehicle or an Authorised User is no longer so authorised or that the purchase and charge were incurred by a person who was not at the time of the purchase and charge an Authorised User, or that the purchase and charge were not incurred in respect of the Products or of the relevant Listed Vehicle.

5. TITLE AND RISK OF THE PRODUCTS; WARRANTIES

5.1 Title to and risk of loss of or damage to the Products shall pass to the Cardholder or Authorised User upon filling and/or loading of the Products into the vehicles at the service stations.

5.2 There are no warranties, express or implied, of merchantability, fitness for any purpose or otherwise, except that the Products sold shall meet the specifications of ExxonMobil. The Cardholder agrees the specifications may be changed by ExxonMobil from time to time.

6. PRICE, PAYMENT, CREDIT AND SECURITY

6.1 The Products shall be supplied by Authorised Resellers at their respective gross prices as shown at the service stations from time to time less a Discount that will be communicated separately by ExxonMobil to the Cardholder. The Discount will be awarded to the Cardholder only upon full and prompt payment of the invoices. ExxonMobil reserves the right to revise the Discount by giving the Cardholder one (1) month’s prior written notification.

6.2 The Cardholder acknowledges the prices of the Products as shown at the service stations are subject to change by ExxonMobil or its authorised agents from time to time. No notice of any price change shall be given to the Cardholder by ExxonMobil or its authorised agents. Prices are exclusive of taxes (including goods and services tax), duties or other government charges, all of which shall be for the Cardholder’s account.

6.3 Invoices of Charges will be posted to the Cardholder in accordance with the Billing Period. All Charges are due for payment in full within the Credit Period unless otherwise agreed in writing by ExxonMobil. 6.4 Payment shall be effected by a direct debit of the Cardholder’s designated bank account (via the

GIRO system), unless otherwise allowed by ExxonMobil. Payment shall be in Singapore Dollars and

remitted to the bank account designated by ExxonMobil or by such other means as ExxonMobil may specify. All bank charges associated with the payments shall be borne by the Cardholder.

6.5 ExxonMobil will also furnish the Cardholder on the last day of each month or as soon thereafter as may be practicable, statements of account recording the payments made and the invoices outstanding as of the date of the statement of account.

6.6 The Cardholder shall give written notification to ExxonMobil (marked for the attention of ExxonMobil Card Centre) of any questions, problems or disputes concerning any invoice and/or monthly statement of account, immediately on receipt of such invoice or monthly statement of account but in any case, not later than seven (7) days from the date of the said invoice or monthly statement of account, failing which the contents of the said invoice or monthly statement of account shall be deemed to be accurate and binding on the Cardholder. Notwithstanding the foregoing, the Cardholder shall pay in full the amounts stated in the invoices on or before the due date, pending ExxonMobil’s checks on the same. Thereafter, any amounts agreed by ExxonMobil to be due to the Cardholder will be credited to the Cardholder.

6.7 A late payment charge equivalent to the Bank of America, Singapore branch’s Singapore dollar

prime lending rate prevailing on due date plus three (3) % per cent per annum (or such other

interest rate as may be notified to the Cardholder) shall be levied on any Charges (or part thereof) from the date they become overdue until the day payment is made.

6.8 The Cardholder shall provide security as may be required by ExxonMobil from time to time and in such form, substance and amount satisfactory to ExxonMobil. Notwithstanding anything to the contrary herein, if ExxonMobil in its reasonable opinion, determines that the financial responsibility of the Cardholder or its guarantor (if applicable) has become impaired, or that financial assurances are necessary, ExxonMobil shall have the right to modify or terminate any credit arrangements upon notice to the Cardholder, and require immediate payment for Product already delivered and/or require prepayment or furnishing of other financial security or collateral acceptable to ExxonMobil for further purchases of Products using the Fleet Card. Such financial security or collateral shall include but is not limited to a bank guarantee or a standby letter of credit.

6.9 The Cardholder shall provide ExxonMobil with financial statements and any other relevant information of the Cardholder as and when ExxonMobil may request for assessing the financial and other conditions of the Cardholder from time to time.

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6.10 The Cardholder and/or Authorised User may from time to time request a further copy(ies) of the statement of account. The Cardholder and/or Authorised User making such request agrees to pay a service charge of S$5.00 (or such other sum as ExxonMobil may determine) for each copy.

6.11 The Cardholder and/or Authorised User may from time to time request a further copy(ies) of the Sales Voucher or Fleet Card Receipt. The Cardholder and/or Authorised User making such request agrees to pay a transaction fee of S$10.00 (or such other sum as ExxonMobil may determine) for each copy. 6.12 ExxonMobil may, by giving at least one (1) month’s prior written notice, impose a charge for the

use of each of the Fleet Cards.

6.13 The Cardholder shall settle promptly and in full all payments due and owing to ExxonMobil on or before the stipulated due date and shall not under any circumstances whatsoever withhold any payments pending resolution of any dispute that the Cardholder may have.

6.14 The Cardholder shall bear all legal fees and expenses (on a full indemnity basis) incurred by ExxonMobil in the recovery of all sums due and owing to ExxonMobil and in its enforcement of any term and condition of this Agreement against the Cardholder.

7. SET-OFF AND APPROPRIATION

7.1 ExxonMobil may appropriate any payment made by the Cardholder and apply it in total or partial satisfaction of any debt then due from the Cardholder to ExxonMobil.

7.2 Where the amount paid by the Cardholder is less than the amount due to ExxonMobil under this Agreement, ExxonMobil may appropriate the payment to any individual purchase or transaction made hereunder.

7.3 The Cardholder hereby authorises ExxonMobil at any time by written notice to the Cardholder to apply any credit balance (whether or not then due) to which the Cardholder is at any time beneficially entitled on any account, or which is held to the Cardholder's order, in or towards satisfaction of any sum then due from the Cardholder to ExxonMobil and unpaid.

7.4 ExxonMobil shall in any event have the right to set-off any claims that ExxonMobil may have against the Cardholder and/or the Cardholder’s affiliate, against any sum which ExxonMobil may owe to the Cardholder and/or the Cardholder’s affiliate, under this Agreement or other agreements. The Cardholder acknowledges that it has obtained the consent and authorization of the Cardholder’s affiliates that may be subject to the terms of this Section. Furthermore, upon request by ExxonMobil, the Cardholder shall obtain the signature of any relevant affiliate of the Cardholder indicating acceptance of any remedies, including, inter alia, the right of cross-affiliate set-off, set forth herein. 7.5 ExxonMobil shall not be obliged to exercise its rights of set-off and appropriation under this Section,

which are without prejudice to and in addition to any other rights or lien to which it is at any time otherwise entitled (whether by operation of law, contract or otherwise).

8. LOSS OF CARD OR DISCLOSURE OF PIN

8.1 The Cardholder undertakes, and shall procure the Authorised Users to undertake, at all times during the continuance of this Agreement to comply with the following:

(a) To sign the Fleet Card immediately on receipt thereof.

(b) To take all reasonable care and precaution to prevent the loss, theft or mutilation of any Fleet Card. (c) Not to reveal the PIN of the Fleet Card to any person other than the Authorised User.

(d) To reimburse to ExxonMobil all costs and expenses (including, without limitation, legal fees/expenses on a full indemnity basis) which ExxonMobil may pay, incur or sustain in relation to any action taken to enforce the terms or conditions of this Agreement against the Cardholder and/or Authorised Users.

(e) To immediately inform ExxonMobil if the Cardholder and/or Authorised User suspects that a Fleet Card is being used without the authorisation of the Cardholder and/or Authorised User.

(f) To inform ExxonMobil of any changes of contact details of the Cardholder and/or Authorised User within seven (7) days of such change.

(g) The PIN shall not be written, printed or indicated in any manner on the Fleet Card.

(h) The PIN shall be keyed in personally by the Authorised User at the participating Esso service stations and not by any other party.

(i) To comply with all requirements, directions, instructions and measures as may be issued by ExxonMobil from time to time in respect of the Fleet Card and/or PIN issued.

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8.2 In the event of a loss or theft of any Fleet Card or a loss or compromise of the PIN or a breach of any of the above obligations in Section 8.1, the Cardholder shall immediately inform ExxonMobil verbally and immediately send by email and hand a Notification of Loss to ExxonMobil (marked for the attention of ExxonMobil Card Centre) advising the same and in such event, the Cardholder’s liability for all purchases charged to the Fleet Card shall be as follows:

(a) for all Fleet Card transactions incurred prior to the successful blocking of the Fleet Card, the Cardholder shall be fully liable for all Charges;

(b) for all Fleet Card transactions incurred after ExxonMobil’s receipt of the Cardholder’s Notification of Loss but subject always to the successful blocking of the Fleet Card, the Cardholder shall have no liability for such transactions. Pending the successful blocking of the Fleet Card, the Cardholder shall be fully liable for such Charges for Fleet Card transactions incurred after ExxonMobil’s receipt of the Cardholder’s Notification of Loss,

PROVIDED ALWAYS THAT if the event(s) leading to the issuance of the Notification of Loss is the result of any breach or default of the Agreement by the Cardholder and/or the Authorised User or the negligence of the Cardholder and/or Authorised User, the Cardholder shall be fully liable for all Charges, whether incurred or accrued against the Fleet Card on, before or after ExxonMobil’s receipt of the Notification of Loss.

8.3 If the Cardholder fails to give the Notification of Loss in the manner described herein, the Cardholder shall be fully liable for all Charges incurred or accrued against the Fleet Card.

8.4 For the purpose of this Section, proof of email or courier transmission is not proof of receipt by or delivery to ExxonMobil. Upon receipt of the Notification of Loss by ExxonMobil, it may (at its sole discretion) issue a Replacement Fleet Card and invalidate the existing Fleet Card and impose such fee as it deems appropriate. If any existing Fleet Card shall be subsequently recovered by the Cardholder or Authorised User, the Cardholder shall immediately notify ExxonMobil in writing and the said Fleet Card shall be destroyed immediately by the Cardholder or Authorised User.

8.5 The Cardholder has the sole responsibility to monitor the use of the Fleet Card and to inform ExxonMobil immediately if it observes any unusual transaction. ExxonMobil has the absolute discretion to consider any request for payment waivers and to reject any such requests. ExxonMobil is not responsible for monitoring the use of the Fleet Card or reporting to the Cardholder any transactions.

9. TERMINATION AND SUSPENSION

9.1 This Agreement or the Account or any Fleet Card may be terminated, revoked, cancelled or suspended by ExxonMobil at any time without prior notice and with or without cause.

9.2 Each of the following shall constitute an event of default (“Event of Default”) under this Agreement: (a) Failure to Pay: if the Cardholder fails to pay and/or refuses to make payment to ExxonMobil for

any or all of the Products supplied under this Agreement;

(b) New Laws/Regulations: if the effect of any new or changed law or government regulation: (1) is not adequately covered by any provision of this Agreement and (2) in ExxonMobil’s judgment either (a) has an adverse effect upon ExxonMobil or its suppliers or (b) increases the risk to the Cardholder's or Authorised User’s performance under this Agreement. Such new or changed laws or regulations include those which: (1) prohibit ExxonMobil from increasing prices of any Product covered by this Agreement to reflect increases in its costs or the fair market value of any such Product, or (2) undertake to regulate the prices for recipients of any Product covered by this Agreement;

(c) Breach: any breach or failure to perform any of the terms of this Agreement by the Cardholder or Authorised User;

(d) Adverse Change: the occurrence of any event or any change in circumstances (including any litigation, arbitration or administrative proceedings) which in the sole opinion of ExxonMobil may adversely affect the Cardholder's or Authorised User’s performance of its obligations hereunder; (e) Insolvency: if the Cardholder becomes insolvent, is unable to pay its debts as they fall due, or

takes any step with a view to readjusting, rescheduling or deferring all or any of its indebtedness or makes any arrangement or composition with or for the benefit of its creditors;

(f) Operation of Business in Adverse Manner: if the Cardholder conducts the operation of its business in a manner or otherwise does anything which ExxonMobil reasonably considers liable to adversely affect its trade in the Products;

(g) Change in Control: if at any time during the term of this Agreement:

(1) where ExxonMobil's agreement in writing has not first been obtained and where in ExxonMobil's judgment, ExxonMobil's commercial interests might be affected adversely, the

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Cardholder or any direct or indirect shareholder of the Cardholder sells, transfers or parts either directly or indirectly with the ownership of any of the shares therein so that such sale, transfer or parting with ownership directly or indirectly results in a change in the person or persons controlling, managing or operating the Cardholder's business; or

(2) ExxonMobil in its absolute discretion considers that its commercial interests might be adversely affected where the Cardholder or its direct or indirect shareholder becomes directly or indirectly concerned in the control, management or operation of any business relating to the wholesale distribution of Products other than the business contemplated under this Agreement;

(h) Prolonged Force Majeure: the prolonged occurrence of a Force Majeure event(s) (as described in Section 13.1) affecting ExxonMobil,

whereupon ExxonMobil shall have the right to terminate this Agreement forthwith by giving written notice to the Cardholder. ExxonMobil reserves the right to withhold, suspend, or cancel whether in whole or part the supply of Products or the use of the Fleet Card in the event of the occurrence of any Event of Default to such extent as ExxonMobil in its absolute discretion may determine.

9.3 This Agreement, the Account or any Fleet Card may, subject to Section 9.4 below, be terminated by the Cardholder by giving ExxonMobil thirty (30) days prior written notice.

9.4 The Cardholder shall remain liable for all Charges incurred in respect of any Fleet Card prior to and after the termination, revocation, suspension or cancellation of the Agreement, the Account and/or any Fleet Card.

9.5 If this Agreement, the Account and/or any Fleet Card shall, for any reason whatsoever, be terminated, cancelled or revoked in accordance with the provisions of this Agreement, the Cardholder shall be responsible to destroy each Fleet Card issued hereunder.

9.6 The Cardholder agrees to indemnify and hold ExxonMobil harmless from any losses, damages, costs, expenses or liabilities arising from any and all claims, actions, proceedings or demands (including, without limitation, legal fees/expenses on a full indemnity basis) of any nature whatsoever and howsoever arising which ExxonMobil may incur, sustain or suffer arising out of or relating to or in connection with the termination, cancellation, suspension or revocation of this Agreement, the Account and/or any Fleet Card.

9.7 On the effective date of termination, cancellation or revocation, regardless of the reason therefore, the Cardholder shall immediately pay in full all Charges incurred on the Fleet Cards up to and including the said effective date of termination, cancellation or revocation to ExxonMobil without any set-off whatsoever, and shall destroy the Fleet Cards. If, for any reason, Charges are incurred in respect of any Fleet Card after such effective date of termination, cancellation or revocation, the Cardholder shall continue to be responsible for such Charges and shall settle them in full by the deadline stipulated by ExxonMobil.

9.8 No termination, cancellation, suspension or revocation in accordance with this Agreement shall affect the Cardholder’s obligation and liability to effect full payment for any and all Charges and other amounts due to ExxonMobil under this Agreement.

9.9 The termination, cancellation, suspension or revocation of this Agreement, the Account or any Fleet Card in accordance with the provisions of this Agreement shall be without prejudice to ExxonMobil’s rights in respect of any antecedent breach of the Agreement.

9.10 If there is a default by the Cardholder or Authorised User of its obligations under the Agreement, including, but not limited to, the Cardholder defaulting on any amount due and owing to ExxonMobil, ExxonMobil has the right, but not the obligation, to exercise any remedy under this Agreement or applicable law, including, without limitation, the following: (i) suspend performance under this Agreement; (ii) accelerate payment obligations such that all amounts owed under the Agreement shall become immediately due and payable; (iii) terminate the Agreement with immediate effect; and/or (iv) exercise rights against any collateral or security and apply the proceeds against amounts due and owing under the Agreement. The Cardholder shall pay all costs, fees, and expenses (including, without limitation, legal fees and expenses on a full indemnity basis) incurred by ExxonMobil associated with this Agreement arising from the Cardholder’s or Authorised User’s default of its obligations under the Agreement.

9.11 ExxonMobil may, at any time and from time to time without any prior notice and at its sole discretion, revoke or suspend the Cardholder’s right to use any Fleet Card in its entirety or in respect of a particular transaction or in respect of the Credit Period or any other material aspect of the Fleet Card. ExxonMobil further reserves the right to limit or restrict the Cardholder's right to use the Fleet Card in any manner whatsoever which ExxonMobil in its sole discretion thinks fit (including, but not limited to, limitations or restrictions as to frequency of use).

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10. TERM OF AGREEMENT

10.1 This Agreement shall commence on the date of ExxonMobil’s approval and endorsement of the Cardholder’s Fleet Card Application and shall continue until terminated, cancelled or revoked in accordance with the provisions of this Agreement.

11. ASSIGNMENT

11.1 The Cardholder shall not have the right to assign, transfer or delegate any or all of its rights or obligations hereunder and any assignment, transfer or delegation shall be null and void. ExxonMobil may, without the consent of the Cardholder, freely assign any or all of its rights, titles and interests (including, without limitation, any claims or right to receive payment of any monies hereunder) in or contemplated under this Agreement to any third party, including any Affiliate.

12. WAIVER AND NON EXCLUSIVITY OF REMEDIES

12.1 ExxonMobil may, from time to time, at its sole discretion, waive either unconditionally or on such terms and conditions as it may deem fit, any breach by the Cardholder and/or the Authorised User of any of the terms or conditions herein contained and any modification thereof but without prejudice to its other rights and remedies PROVIDED ALWAYS THAT:

(a) No neglect or forbearance of ExxonMobil to require and enforce payment of any monies hereunder or the performance and observance of any term or condition herein contained nor any time which may be given to the Cardholder or the Authorised User shall in any way prejudice or affect any of the rights or remedies of ExxonMobil at any time thereafter to act strictly in accordance with the provisions hereunder.

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No such waiver of any such breach as aforesaid shall prejudice the rights of ExxonMobil in respect of a similar breach or any other or subsequent breach in respect of any of the terms or conditions hereunder.

(c) A breach of any term or provision of this Agreement by the Cardholder or Authorised User shall be waived only by written instrument of ExxonMobil.

12.2 ExxonMobil’s exercise of any right provided by this Agreement shall be without prejudice to any claim for damages or any other right of ExxonMobil under this Agreement or applicable law.

13. FORCE MAJEURE AND RIGHT OF ALLOCATION

13.1 No liability shall result to either party from delay or failure in performing any of the terms and conditions of this Agreement on its part to be observed or performed caused by circumstances reasonably beyond the control of the party affected, including, but without limiting the generality of the foregoing, wars, hostilities, public disorders, acts of enemies, sabotage, strikes, lockouts, labour or employment disputes and difficulties, fires, flood, storm, typhoons, Acts of God, accidents, breakdown or plant shutdown for repairs, maintenance or inspection, embargoes or other import or export restrictions, compliance with any regulation, direction or request made by any government, utility or other competent authority, provided that the party affected shall properly take reasonable steps to remedy the cause of the delay or failure. Each party shall promptly notify the other upon the occurrence of any contingency excusing its delay or failure in performance.

13.2 Regardless of the occurrence or non-occurrence of the circumstances described in Section 13.1, if in ExxonMobil's reasonable opinion there is, or may be, such shortage of supply of any Product at any of its present or future regular sources of supply that ExxonMobil is, or may be, unable to meet the total demand for the Product then ExxonMobil shall have the option during such curtailment or cessation of supply to apportion on a fair and reasonable basis according to its own discretion among its customers such Product as is then available to ExxonMobil and the Cardholder and Authorised User shall accept such reduced allocation in satisfaction of ExxonMobil’s obligation to supply the Product hereunder and the Cardholder and Authorised User shall, during the period of curtailment or cessation, be at liberty to

(9)

purchase from any other supplier the shortfall. ExxonMobil shall not be required to make up any supplies omitted by reason of any causes referred to in this Section.

14. INDEMNITY

14.1 The Cardholder shall, to the furthest extent permissible by law, indemnify and keep indemnified, release, and hold harmless the Indemnified Parties from any expenses, costs, penalties, fines, liabilities, claims, demands, or causes of action, at law or in equity, for injury, death, loss or damage to person or property suffered or asserted by any person directly or indirectly resulting from, arising out of or in connection with failure of the Cardholder or Authorised User to comply with the terms of this Agreement and/or negligence or wilful misconduct of the Cardholder or Authorised User (or those of its agents, employees, contractors or representatives) in the performance of this Agreement.

14.2 The Cardholder shall, to the furthest extent permissible by law, defend and indemnify the Indemnified Parties from and against any fines, penalties, charges or expenses (including, without limitation, legal fees/expenses) for any violations of any laws caused by any act or omission, whether negligent or otherwise, of the Cardholder or Authorised User, or any of their agents, servants, employees, dealers, or otherwise under it. The Cardholder shall defend and indemnify the Indemnified Parties from and against any liabilities, claims, losses, suits, actions, liens and expenses (including, without limitation, those of the parties, their agents and employees and legal fees/expenses) for death, personal injury, property damage or any claim arising out of: (i) the use or condition of the Cardholder’s premises or the equipment and facilities used by the Cardholder or Authorised User (including, without limitation, motor vehicles); (ii) the Cardholder’s or Authorised User’s non-performance or breach of its obligations, representations or warranties under this Agreement; (iii) the Cardholder’s or Authorised User’s receipt, storage and loading of Product; (iv) the Cardholder’s operation of its business or businesses wherever located; (v) any failure to comply with any laws, by any person or entity subsequently taking possession of, or title to, or custody of any of the Product sold, transferred and delivered hereunder to the Cardholder or Authorised User; or (vi) the Cardholder’s or Authorised User’s or their agents, servants, employees contractors or representatives’ presence or activities upon, or access to, any property (including, without limitation, property owned or operated in whole or in part by ExxonMobil or by any third party), whether or not such claims result from or are contributed to by the negligence in any form of ExxonMobil or such third party or their respective agents, employees and independent contractors, or any defect in, or condition of such property of ExxonMobil or such third party or any equipment located thereon.

15. AMENDMENT

15.1 ExxonMobil may, at any time and from time to time, amend any of the provisions of this Agreement by giving to the Cardholder written notice of any amendments which shall take effect upon the date of the said notice of amendment and the Cardholder shall be deemed to have accepted and agreed to such amendments without reservation.

16. CONFIDENTIALITY AND DISCLOSURE OF INFORMATION

16.1 The Cardholder (except with the consent, such consent shall not be unreasonably withheld or delayed, of ExxonMobil) shall not use or divulge to any person, and the Cardholder shall use all reasonable endeavours to prevent the publication or disclosure of this Agreement or its details, any confidential information concerning the business or finance of ExxonMobil or any of its dealings, transactions or affairs, provided always that the provisions of this Section shall not apply:-

(a) to any information already known to the Cardholder otherwise than as a result of entering into this Agreement;

(b) to any information which is or becomes public knowledge otherwise than as a result of a breach by the Cardholder or Authorised User of this Agreement;

(10)

(c) to any extent that the Cardholder is required to disclose the same pursuant to any law or order of any court or pursuant to any direction, request or requirement of any governmental or other authority (including, without limitation, of any stock exchange or securities commission) provided that Cardholder provides ExxonMobil with as much notice as possible, and shall take all reasonable steps to preserve confidentiality as permitted by law; and

(d) to the disclosure of the same, on a need to know basis, by the Cardholder to its legal advisers, accountants and other professional advisers, representatives or consultants if they agree in writing to be bound by the same confidentiality obligations herein.

For the avoidance of doubt, ExxonMobil may make disclosures, on a need to know basis, to its Affiliates, legal advisers, accountants and other professional advisers, representatives, agents, contractors or consultants.

16.2 The Cardholder hereby authorises and shall procure the Authorised Users to authorise ExxonMobil and/or its employees, contractors or agents to hold, make use of, disclose, divulge or reveal any information relating to the Cardholder or Authorised User and the Cardholder's or Authorised User’s use of the Fleet Card in such manner and to such extent as ExxonMobil shall from time to time deem necessary, including disclosing, divulging or revealing such information to the extent required by applicable laws and/or to parties involved in the research, planning, product development and direct marketing. Additionally, the Cardmember agrees and shall procure the Authorised Users to agree to allow their particulars and data, including data relating to purchases and mode(s) of payments, to be passed to or disclosed between ExxonMobil, its Affiliates and its contractors, suppliers or business partners.

16.3 The Cardholder agrees to consent to any request by ExxonMobil for credit information or obtain a credit report on the Cardholder. The Cardholder agrees to consent (and hereby does consent) to any request by ExxonMobil for credit information from any bank or other financial, commercial or governmental entity.

17. PERSONAL DATA

17.1 ExxonMobil will use any ExxonMobil or personal data it receives in connection with the Cardholder or Authorised User to create or update records held by ExxonMobil and its Affiliates relating to any matter(s), including, without limitation, for the purposes of keeping accounts and records, product supply and product market analysis, credit analysis and statistical compilation.

17.2 ExxonMobil may make enquiries at any time in relation to the Cardholder or Authorised User with third parties, including, without limitation, banks, credit reference agencies and other suppliers to the Cardholder or Authorised User, all or any of which may keep a record of ExxonMobil's enquiry whether or not credit is granted. Whether or not credit is granted, and where an application for credit is in the process of being considered, ExxonMobil may also disclose details about the Account. ExxonMobil will use its reasonable endeavours to ensure that details about the Cardholder or Authorised User which are held by ExxonMobil will not be accessible by third parties outside ExxonMobil or its Affiliates, agents or contractors.

17.3 For the purposes of this Section, references to "Cardholder" shall be deemed to include (but without limitation) its officers, employees, contractors and agents in relation to which ExxonMobil receives personal data arising out of or in connection with the Cardholder’s or Authorised User’s dealings with ExxonMobil or its Affiliates. The Cardholder confirms that it has and will maintain appropriate signed consents from such parties (including the Authorised Users) entitling the Cardholder to pass to ExxonMobil any personal data about such parties that is given to ExxonMobil.

18. RELATIONSHIP/INDEPENDENT CONTRACTOR

18.1 Nothing herein shall be construed as constituting an agency or a partnership between ExxonMobil and the Cardholder. The Cardholder is an independent contractor and acts solely on its own behalf and for its own account.

(11)

18.2 Nothing herein shall confer or to be deemed to confer any authority or power on the Cardholder to bind ExxonMobil or to contract in the name of ExxonMobil or to create any liability against ExxonMobil in any way or for any purpose.

19. TRADEMARKS

19.1 All identification displaying trademarks of which ExxonMobil is the proprietor or the licensee, shall be subject to ExxonMobil's prior review and approval as to wording, appearance and manner of presentation and such usage shall be immediately discontinued by the Cardholder upon termination or expiry of this Agreement or sooner should ExxonMobil so require for any reason whatsoever.

19.2 All trademarks and other intellectual property rights of ExxonMobil used in relation to the Products are ExxonMobil's sole property as a proprietor or licensee which the Cardholder shall at all times acknowledge and respect and the Cardholder will not in any way attack, dispute or impugn the validity of such trademarks or any other intellectual property rights used in relation to the Products.

19.3 The Cardholder shall neither use nor have the right to use, in any fashion, the trademarks, trade names, brand names or any other identification of ExxonMobil or its Affiliates in the Cardholder’s or Authorised User’s use of the Product received or use of the Fleet Card under this Agreement. Any violation of the provisions of this Section by the Cardholder or Authorised User shall give ExxonMobil the right to immediately terminate this Agreement without limitation to any other remedies available to ExxonMobil at law. ExxonMobil acknowledges that injunctive relief is essential for the remedy of any violation of this Section by the Cardholder or Authorised User.

20. LIMITATION OF EXXONMOBIL'S LIABILITY

20.1 ExxonMobil shall not in any circumstances be liable for any indirect, special, incidental, consequential, penal or exemplary losses or damages including, but not limited to, loss of profit, loss of use or business interruptions, arising out of or in connection with this Agreement. The Cardholder shall bear full responsibility, without limit, for the gross negligence or wilful misconduct of the Cardholder's managerial or senior supervisory personnel.

20.2 ExxonMobil shall not be liable for any damage or loss that is not caused by or contributed to by any direct act, omission, negligence or wilful misconduct of any employee, staff, director, agent, subcontractor or officer of ExxonMobil. For the avoidance of doubt, ExxonMobil shall not be liable for any damage or loss that is caused by the Authorised Resellers, other service station operators or their respective personnel.

20.3 Notwithstanding anything to the contrary, and regardless of the circumstances, ExxonMobil's total liability to the Cardholder or Authorised User for any and all claims, losses or damages arising out of any cause whatsoever in relation to a Product or the use of the Fleet Card, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall in no event exceed the invoiced Charges for the Products supplied to Cardholder or Authorised User to which any such claims relate provided always that the aforesaid limitation shall not apply to ExxonMobil's liability in connection with death and/or personal injury that is caused by ExxonMobil 's negligence.

21. BUSINESS PRACTICES / ETHICS / COMPLIANCE WITH LAWS

21.1 Business standards – The Cardholder shall establish precautions to prevent its employees or subcontractors or Authorised User from making, receiving, providing or offering any substantial gifts, extravagant entertainment, payments, loans, or other considerations to the employees of ExxonMobil or its Affiliates and/or their families and/or Authorised Resellers and/or third parties in connection with this Agreement.

(12)

21.2 Compliance with law – The Cardholder and Authorised User each agrees to comply with all applicable laws, regulations and orders in performance of its obligations under the Agreement. Notwithstanding anything in this Agreement to the contrary, no provision shall be interpreted or applied so as to require any party to do, or refrain from doing, anything which would constitute a violation of, or result in a loss of economic benefit under, United States anti-boycott and other export laws and regulations. The Cardholder and Authorised User each represents that it shall not make any improper payments of money or anything of value to a government official (whether appointed, elected, honorary, or a career government employee) in connection with the Agreement nor shall it make improper payments to a third party knowing or suspecting that the third party will give the payment, or a portion of it, to a government official.

21.3 Notice of non-compliance – The Cardholder agrees to notify ExxonMobil promptly upon discovery of any instance where the Cardholder or Authorised User fails to comply with this Section. If the Cardholder discovers or is advised of any errors or exceptions related to its invoicing under this Agreement, ExxonMobil and the Cardholder will together review the nature of the errors or exceptions, and the Cardholder will, if appropriate, promptly take corrective action that is necessary on its part and adjust the relevant invoice or refund overpayments.

21.4 Accuracy of records – The Cardholder agrees that all financial settlements, billings and reports rendered to ExxonMobil or its representative shall reflect properly the facts about all activities and transactions handled for ExxonMobil’s account, which data may be relied upon as being complete and accurate in any further recordings and reporting made by ExxonMobil or its representatives for whatever purpose. The Cardholder shall ensure that it has for the duration of the term of the Agreement, all relevant licenses, permits or approvals as may be necessary or desirable in connection with the Agreement.

22. AUDIT

During the term of this Agreement and for three (3) years after termination thereof, the Cardholder shall maintain and preserve, in accordance with generally accepted accounting practices, accurate documentation and data (including, but not limited to, written and electronic records, books of account, correspondence, plans, memoranda, receipts, and documentation of related systems and controls) relating to the transactions under this Agreement. At any time during normal business hours, the Cardholder shall permit employees and agents of ExxonMobil to have access to the Cardholder's or Authorised User’s offices and work locations to examine and/or reproduce such documentation and data and to interview the Cardholder's personnel and Authorised Users in connection therewith, as necessary for ExxonMobil to verify compliance with the terms and conditions of this Agreement.

23. OTHER TERMS AND CONDITIONS

23.1 This Agreement shall constitute the entire obligations of ExxonMobil, the Cardholder and the Authorised Users with respect to the subject matter hereof and shall supersede any and all prior and contemporaneous agreements and expressions of intent or understanding in respect thereto.

23.2 If any provision (or part thereof) of this Agreement is finally determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not invalidate the whole Agreement, and this Agreement shall instead be construed as not containing such invalid, illegal or unenforceable provision (or part thereof), and the rights and obligations of the parties shall be construed and enforced accordingly.

23.3 The validity and interpretation of this Agreement and the rights and obligations of ExxonMobil, the Cardholder and Authorised User under this Agreement shall be governed by the laws of Singapore, without reference to its conflict of laws principles, and the parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore. The provisions of the 1980 UN Convention on Contracts for the International Sale of Goods shall not apply. A person who is not a party to this Agreement shall

have no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore to enforce or enjoy the benefit of this Agreement.

23.4 In this Agreement, unless inconsistent with the subject or context, words importing the singular shall include the plural meaning and vice versa, words importing the masculine gender shall include the feminine and neutral genders, and words importing persons include corporation, partnership and sole proprietorships.

(13)

23.5 This Agreement shall be binding upon the parties hereto, their respective heirs, personal representative, assigns and successors-in-title.

23.6 Unless otherwise stated, any invoice, statement of account or notice referred to in this Agreement shall be deemed to have been received by the Cardholder on the date following the date of its posting by ordinary mail to the address set forth in the Fleet Card Application or to the last address notified in writing by the Cardholder to ExxonMobil marked for the attention of the ExxonMobil Card Centre (at the address: Orchard Post Office P.O. Box 700, Singapore 912324).

23.7 Unless otherwise stated, any notice to be given by the Cardholder to ExxonMobil under, or in connection with, this Agreement shall be in writing, marked for the attention of the ExxonMobil Card Centre, signed by the Cardholder and sent to ExxonMobil by delivering it by hand, or sending it by registered post, to the ExxonMobil Card Centre (at the address: Orchard Post Office P.O. Box 700,

Singapore 912324)on a calendar day (that is not a Saturday, Sunday or public holiday in Singapore). Any notice so served by hand or registered post shall be deemed to have been duly given to ExxonMobil:

(a) in the case of delivery by hand, when delivered;

(b) in the case of registered post, on the calendar day (that is not a Saturday, Sunday or public holiday in Singapore) immediately following the date of posting,

provided that in the case where delivery by hand occurs after 6:00 pm Singapore time on a calendar day (that is not a Saturday, Sunday or public holiday in Singapore), the notice is deemed to have been given on the immediately following calendar day (that is not a Saturday, Sunday or public holiday in

Singapore).

24. EXCLUSION

24.1 All purchases made with Fleet Cards are not entitled to any Smiles Points from the Smiles Driver Rewards programme.

24.2 The Discount provided under this Agreement cannot be used in conjunction with any other ExxonMobil promotion / discount scheme.

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References

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