1. Establishment of a business relationship
The customer’s card application will be considered accepted as of receipt of the card by the customer, or as of receipt of UTA’s written confirmation of acceptance.
2. Types of cards
The following service cards (SC) may be issued: UTA Full Service Card, UTA Diesel Card, MercedesService Card and OMNIplus ServiceCard. UTA reserves the right to issue additional service cards or other identification cards/documents. In the following, the term “SC” identifies service cards and identification cards/documents.
a) The UTA Full Service Card authorises the customer, and respectively his representative, to obtain the following products and services at UTA points of acceptance in Germany and abroad:
- fuels and lubricant
- vehicle-related goods and vehicle-related services
- settlement of road tolls/fees for oads which are subject to tolls/fees, such as motorway tolls, bridge tolls and tunnel tolls.
b) The UTA Diesel Card may only be used for settlement of supplies of diesel and/or lubricants, as well as on roads which are subject to tolls/fees.
3. Authorised use of the card
A SC may either be a vehicle-related card which may only be used by the corresponding customer and for the corresponding vehicle specified on the card, or a company-related card which may only be used by the company specified on the card and/or, however, upon prior approval by UTA, by the customer’s subcontractor. The SC will be valid until the end of the month of expiry shown on the card.
4. Deliveries and services
Deliveries and services will be effected either on behalf and for account of UTA, or on behalf and for account of the UTA service provider.
In the latter case, UTA will mediate the services offered by the UTA service provider. Based on the UTA customer’s irrevocable order, UTA will refund the amounts due resulting from the SC acceptance by the UTA service provider. UTA acquires the relevant amounts. The UTA customer will be obliged to pay the amounts claimed to UTA.
On settlement of tolls raised (for example on German territory), the UTA customer authorises UTA to settle - on his behalf and on his account - the relevant toll amounts due by the customer to the toll operating company. UTA acquires claim on advanced money and on reimbursement of expenses vis-à-vis the UTA customer. The UTA customer undertakes to pay the amount of debits claimed to UTA.
5. Invoicing, charges
As a matter of principle, calculation may be based upon: officially valid price on the day of transaction and published at the petrol station, list price of the corresponding petrol company (brand) and/or supra-regionally valid list price, prices offered by service providers and the corresponding VAT amounts due. As a basic principle, UTA will invoice in Euro (€), however, may request payment in another currency.
UTA will charge service supplements and fees according to the relevant list in force. The list specifying service supplements and fees will be provided to the customer on commencement of the business relationship, as well as upon the customer’s request and at any time.
6. Card and PIN code
The customer will obtain a SC. The customer will – under separate cover – be provided with the PIN code (personal identification number) valid for his respective card.
The customer undertakes to keep the PIN code a secret, to keep it separate from the card, to only reveal it to authorised service personnel and to impose secrecy to the service personnel concerned. In particular, the PIN code must not be noted on the card itself.
The UTA SC remains the property of UTA, is not transferable to a third person/party, must be kept in safe custody and must be protected from its use by unauthorised persons. In particular, the card must not be left in an unattended vehicle.
7. Card stoppage, termination and restitution
a) UTA may, at any time, interdict the use of the SC, terminate the business relationship or block the card at UTA’s points of acceptance.
However, before deciding any of these procedures, the customer will be informed accordingly and in reasonable time.
The customer may, at any time, terminate the business relationship and return the SC to UTA.
b) After interdiction of the use of the card, termination of the business relationship and/or stoppage of the card/s, the relevant card/s must immediately be returned to UTA.
The service card/s must also be returned to UTA, if there is a change in vehicle registration number and, if the relevant vehicle has been signed off or has been sold, or in case of change of the customer’s company’s name.
c) For important reason, the measures described under a) and b) may be effected without prior notice.
Important reasons may be, in particular:
- if invoices have not been paid, despite of first reminder,
- if the direct debiting mandate or the debit order has been cancelled,
- if insolvency proceedings into the customer’s assets and properties have been filed,
- if the customer’s financial situation has worsened considerably or threatens to worsen.
8. Card verification
The customer is aware of the fact, that the personnel at the relevant points of acceptance is authorised to ask the SC holder for identification documents and to check these documents, as well as to refuse deliveries and to withdraw the SC, if the vehicle-related card presented for settlement does not match the vehicle registration number of the vehicle which is used, and/or if the company name shown on a company-related SC does not match the customer’s company name, or if the card presented has been stopped or has expired.
9. Card loss and customer liability
a) Theft and any type of loss (loss, theft, pilferage and non-delivery) of a SC – independent of prior notification by telephone – must immediately be reported to UTA in writing (by fax or via Internet at www.UTA.de/block.htm) specifying the following data: customer number, SC number, vehicle registration number, country, place, time and type of loss. This procedures also applies, if an unauthorised person has become aware of the PIN code or if suspected so. Consequently, the SC must immediately be returned to UTA and a new SC, with a new PIN code, will be provided by UTA. Stopped cards which have been retrieved must immediately be returned to UTA.
b) Liability
Customer liability ends after receipt of notification by telephone, on condition that the customer fulfilled the following requirements: according to a) immediate confirmation in writing sent to the UTA head office (Kleinostheim) or to a UTA subsidiary.
However, the customer will continue to remain liable after receipt of the notification, if the loss and respectively the fraudulent use of the SC, is a result of his neglect of duty (according to point 6, paragraph 2), if the card was not kept in safe custody or, if - as a consequence of voluntary and grossly negligent neglect of his duties according to the present contract - he has contributed to the fraudulent use of the relevant SC. Grossly negligent use also refers to transactions effected by means of a falsified SK.
10. Customer’s duty of payment
On delivery of the relevant goods and/or services, and on use of the relevant roads which are subject to tolls/fees, the customer’s duty of payment comes into force. The same is applicable for delivery of other goods/services obtained against presentation of the UTA Diesel Card. The goods obtained remain the property of UTA until they have been fully paid. Delay of payment becomes effective, once the term of payment agreed upon has been passed. Delay of payment, dishonour of debit advices, cheque or note protest will result into immediately due payment of total receivables, and will be subject to interests of 8 percentage points above the base lending rate. Enforceability of additional compensation for loss suffered due to delayed payment is not excluded. In this regard, it is incumbent on the customer to provide evidence of inferior damage. UTA is entitled to request sufficient securities from the customer.
11. Invoice verification and customer complaint
Manual transactions, which have been acknowledged by means of a paper delivery receipt, and electronic transactions effected with a SC will be considered as being effected (goods and/or services obtained). The customer must verify UTA invoices immediately after receipt. Complaints must be forwarded to UTA in writing (letter or fax), within a maximum period of two months as of the date of invoice, specifying all invoice data objected and full justification, or else any claim will be excluded and the invoice total is considered as being accepted - unless verification of the invoice has been impossible independent of customer negligence.
The legal consequences are also specified on each UTA invoice. The customer’s duty of payment and the term of payment will not be delayed by such notification.
12. Guarantee, scope of liability and indemnification
a) Complaints by reason of apparent deficiencies in quality and/or quantity of goods/services must be communicated in writing (letter or fax) to the corresponding point of acceptance and to UTA, within 24 hours after detection and receipt of the goods/services claimed. The same is applicable for hidden deficiencies in quality and/or quantity, however, these must be communicated in writing (letter or fax) within 24 hours after detection – or else, the relevant goods/services will be considered as being accepted.
b) UTA is not forced to supply. UTA points of acceptance are authorised, however not obliged, to supply goods and/or to provide services. In case of act of God, non-delivery by pre-suppliers, other unforeseen events and changes within the card acceptance network, which render delivery impossible or make delivery difficult, UTA may not be held responsible thereof.
c) Only in case of intent or in case of act of gross negligence by UTA, UTA will be obliged to provide compensation. Liability for bodily harm is not excluded.
13. Notifications
The customer will undertake to immediately inform UTA about changes in address and legal relationship.
Should the customer – despite of the corresponding reminder – infringe upon UTA’s present General Terms and Conditions, get into default of payment – despite reminder – and if, as a consequence thereof, UTA will stop SC use, UTA may inform all points of acceptance thereof, however, at the customer’s expenses.
14. Personal data
The customer’s personal data will be saved by UTA and by the respective supplier for the purpose of business/contractual matters and for customer service purposes
15. Summation and retention
The customer may only charge up his claims against UTA claims on condition that his counterclaim is unquestioned or has become final. The same is applicable with reference to his right of retention.
16. Oral agreements
No oral agreements have been agreed upon.
17. Modification of the present General Terms and Conditions
Modifications of UTA’s present General Terms and Conditions will be communicated in writing. By use of the SC after receipt of the relevant notification, the new version will be considered as being accepted by the customer. UTA will draw special attention to this point in the respective written notification of modification.
18. Validity/applicability of UTA’s General Terms and Conditions with reference to MercedesService Card and OMNIplus ServiceCard
UTA is authorised to assign rights resulting from the present contract to MercedesService Card GmbH & Co. KG, Mainparkstr. 2-4, 63801 Kleinostheim, Germany.
19. Applicable law
German law is applicable for German and foreign customers. Disputes are subject to the German version of UTA’s present General Terms and Conditions. Validity of CISG is excluded.
20. Place of jurisdiction
The place of jurisdiction for any disputes arising during the existence of the aforementioned business relationship and/or after termination of the aforementioned business relationship is Aschaffenburg, Germany. This is also applicable if the customer is a legal person of private or public law or if he represents special assets under public law.
UTA is entitled to determine a place of jurisdiction other than Aschaffenburg: Vienna for Austrian customers, Bozen for Italian customers and Strasbourg for French customers.
21. Severability clause
In case of nullity of a clause stipulated in the present Terms and Conditions, all other clauses will continue to remain in force.
Kleinostheim, 01 Octobre 2006
UNION TANK Eckstein GmbH & Co. KG
The company is a limited partnership domiciled in 63801 Kleinostheim/Germany, registration office Aschaffenburg/Germany HRA 835.
Individually liable partner is UNION TANK Eckstein GmbH, domiciled in 63801 Kleinostheim/Germany, registration office Aschaffenburg/Germany HRB 129.
Managing Directors: Helmut Lanfermann, Frits baron van Dedem
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