Terms and Conditions

1. ESTABLISHMENT OF ACCOUNT. Boyett, at its sole discretion, may extend credit, establish Accounts and issue Cards under this Agreement. Without notice we may modify, suspend or terminate your Account. You agree that this Account will only be used for the purchase of products and services for business purposes and not for personal, family or household purposes. Purchases of lottery tickets or other games of chance, gift cards, pre-paid cards or other cash equivalent charges are prohibited. You shall adopt internal policies and controls to ensure that the Accounts are used strictly for business or commercial purposes.

2. CREDIT LINE AND CAPACITY. You agree that: (a) we may establish a credit line (limit) for your Account; (b) we may suspend your Account without notice if your Account balance exceeds your credit line; and (c) we may change your credit line without notice based on our evaluation of your creditworthiness and other factors. You will be advised of your credit line if your Account is approved. We are authorized to provide information about you and your Account to credit reporting agencies, affiliates, lenders, banking examiners, auditors, entities who finance our business and others who may lawfully receive the information.

3. BILLING AND PAYMENTS. Your Account will be delinquent if you do not pay it in full by the due date appearing on your invoice. If your payment due date falls on a weekend or holiday, your payment must be made on the business day following the payment due date. Delinquent Accounts will be subject to late fees (as described below), suspension, or termination of credit privileges, without notice. All charges must be paid in full regardless of disputes. Charges must be disputed in writing no later than sixty (60) days from the billing date or they will be considered final and binding. It is the Applicant’s responsibility to closely monitor the Card activity. Applicant acknowledges that the posted retail price may not correspond to the price Applicant will be charged as service fees and charges may apply.

4. CHANGES IN TERMS. You agree that we may change the rates, fees, charges, and other terms described in this Agreement as well as introduce new terms and fees unless prohibited by applicable law, provided you are given advance written notice by us except when advance written notice is not required pursuant to other provisions of this Agreement. Any amendments to your Account will apply to the then existing balance of your Account to the extent permitted or required by applicable law.

5. DEFAULT. If you default on this Agreement or any other agreement between you and us, then we may: (a) suspend or terminate your Account(s) and/or Cards; (b) demand immediate payment of the entire Account balance; and (c) start a lawsuit for collection of the Account balance, subject to any notice of default and right to cure required by applicable law. To the extent not prohibited by applicable law, you agree to pay all collection costs, including reasonable attorneys’ fees, regardless of whether a suit is filed.

6. LATE FEES; DEFAULT INTEREST. A late fee of $80.00 will be assessed on every delinquent Account, including Accounts with returned payments. In the event an Account is terminated for non-payment, Boyett will impose default interest at the rate of 18% per annum on the entire past due balance.

7. APPLICATION OF PAYMENTS. Payments will be applied first to unpaid late fees and then to the oldest unpaid balance.

8. CARDS AND ACCOUNTS. You request Cards from us for use according to this Agreement by individuals, or in connection with specific vehicles, to be identified to us. All Cards will be valid through the expiration date listed on the Card unless the Card has been suspended or terminated. We may issue renewal Cards prior to their expiration date. You agree that you will destroy expired Cards and Cards for which a replacement Card has been issued. All renewal Cards or any additional Cards you request will be subject to the terms of this Agreement as in effect at the time of that renewal or issuance. You may ask us to: (a) issue additional Cards or replacement Cards; (b) suspend or terminate Cards; or (c) change the authorized use or user(s) of Cards. We may, in our sole discretion, suspend or terminate any Account or Card or refuse to authorize any charge, at any time. Unless you report any errors in your Account information or Cards within three (3) business days of your receipt thereof, we are entitled to rely on that information for processing your Account. You agree that this Agreement controls all charges made on your Account by you or any person who uses a Card or your Account. It is your responsibility to notify us of your revocation of any person or user’s authority to use or access your Account, Cards, or driver identification numbers (“DINs”). You will remain liable to us for any charges until such time as we receive notice. You agree that use of a Card and the applicable DIN will constitute authorized use for all purposes. We have no obligation or responsibility to you in the event that any merchant, entity or person refuses to honor a Card. You agree to keep DINs confidential and to ensure that your employees do not disclose any DIN. If any of your employees discloses a DIN or writes a DIN on a Card, then you are liable for any fraudulent use that may result even if the disclosure is inadvertent or unintentional. You will promptly notify us of the loss, theft, or unauthorized use of any Card or Account by telephoning us at 866-544-1715 or through our online system. You agree to provide written confirmation of any notice if requested by us. Subject to any limitations imposed by law, you will be liable to us for all unauthorized use of a Card that occurs before your notification of unauthorized use but you will not be liable for any unauthorized use that occurs after notification.

9. REPRESENTATION, WARRANTIES AND ACKNOWLEDGMENTS. You represent and warrant to us that this Agreement is valid, binding and enforceable against you in accordance with its terms and, if you are a corporation or other entity, that this Agreement has been duly authorized by all necessary action of your governing body.

10. WARRANTY DISCLAIMERS AND LIMITATIONS ON DAMAGES. EXCEPT AS OTHERWISE REQUIRED UNDER LAW, WE MAKE NO WARRANTY WITH RESPECT TO GOODS, PRODUCTS OR SERVICES PURCHASED ON CREDIT THROUGH US. WE FURTHER DISCLAIM ALL WARRANTIES WITH RESPECT TO GOODS, PRODUCTS AND SERVICES PURCHASED WITH A CARD, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS, LIABILITY OR DAMAGES YOU SUFFER WHICH RESULT FROM, ARE RELATED TO, OR IN ANY WAY ARE CONNECTED WITH ANY FRAUD CONTROL OR PURCHASE RESTRICTION MEASURES WE ELECT TO IMPLEMENT FROM TIME TO TIME, UNLESS SUCH LOSS, LIABILITY OR DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN IMPLEMENTING FRAUD CONTROL OR PURCHASE RESTRICTION MEASURES WE HAVE EXPRESSLY AGREED IN WRITING TO UNDERTAKE FOR YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF ANY TRANSACTION, PRODUCT, GOOD OR SERVICE GOVERNED BY, OR ANY CLAIM RELATING TO, THIS AGREEMENT. THIS LIMITATION OF DAMAGES, INCLUDES, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM OR RELATED TO THE USE OR MISUSE OF ANY CARD OR YOUR ACCOUNT. FURTHERMORE, OUR LIABILITY FOR ANY ACTUAL DAMAGES OR AMOUNTS DUE AS A RESULT OF NOT MEETING ANY EXPRESS OR IMPLIED WARRANTIES MADE BY US TO YOU IS LIMITED TO THE CARD FEES PAID BY YOU DURING THE YEAR PRIOR TO YOUR REQUEST FOR CANCELLATION OR REFUND DUE TO OUR NOT MEETING SUCH GUARANTEES.

11. ASSIGNMENT. You may not assign this Agreement without our prior written consent.

12. CANCELLATION. We and you have the right to cancel this Agreement, Accounts, Cards or DINs at any time without advance notice. You remain obligated to pay for all purchases made before cancellation. You agree to return all Cards to us upon notice of cancellation.

13. PARTIES TO THE AGREEMENT. This is an agreement between you and us and no other entity shall be deemed a party to this Agreement or third-party beneficiary of it.

14. JOINT AND SEVERAL. Applicant shall be jointly and severally liable for all charges incurred hereunder.

15. SEVERABILITY. In the event any provision of this Agreement is held to be invalid or unenforceable under any law, rule or regulation of any governmental agency (federal, state or local), that fact will not affect the validity or enforceability of any other provision of this Agreement.

16. REQUIREMENTS OF A WRITING. You agree that any electronic image of signed originals of your Agreement, your Account Application and product enrollment forms is binding as an original. You further agree that additions, updates, and deletions of vehicles, drivers, and Fleet Contact Persons placed by telephone or electronically, and accepted by us, are binding on you.

17. ENTIRE AGREEMENT. This Agreement, including the Fee Schedule, the Account Application you filed with us, any agreements which secure or guaranty your obligations under this Agreement, any electronic payment agreement, enrollment forms and any amendments, modifications, substitutions or replacements of any of those documents, is a final expression of the credit agreement between us and you and may not be contradicted by evidence of any alleged oral agreement. Except as is expressly permitted in this Agreement, no modification of it is effective unless in writing and signed by an authorized officer of you and us.

18. CHOICE OF LAW; VENUE. This Agreement, including the Personal Guaranty, shall be governed and construed by the applicable laws of the State of California. Any arbitration, mediation, litigation or other proceedings arising out of or related to this Agreement, including without limitation post-judgment matters and debtor examinations, shall be conducted in Stanislaus County, California. This choice of venue is intended by the parties to be mandatory and not permissive in nature. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue or jurisdiction with respect to any proceeding whether pre-litigation, litigation, or post judgment collection actions including without limitation debtor’s examinations brought in accordance with this Section. For purposes of California Code of Civil Procedure, section 395 et seq., the Parties agree that their obligations are to be performed in Stanislaus County and that the agreement(s) are entered into in Stanislaus County each company or person who opens an Account.