1. Volume and price
1.1 At the beginning of the agreement, you shall provide ‘Oil NRG’ with the average volume of diesel you expect to purchase on per month and the number of cards you will require.
Based on the annual volume of diesel you wish to purchase and the number of cards you require, ‘Oil NRG’ will provide you with a fixed rate pence per litre that we will charge on top on the cost of the fuel to us.
1.2 The fixed rate is calculated based on the number of cards you order and the estimated annual usage you provide to us at the start of the agreement. If your usage drops below 70% of the amount set out in our agreement for a continuous period of 6 weeks or more, we reserve the right to adjust your rate to ensure our costs are recovered, unless the dip in usage has been offset earlier in the agreement.
2. Cost Price, card charges and Payment
2.1 Our base price is calculated on our weekly stock value plus the network’s fixed handling charge. A breakdown of the weekly formula for any particular week will be made readily available to any person named on the agreement.
2.2 Cards will be purchased by Oil NRG from the networks as per your order at the commencement of this agreement. Any additional cards will also be paid for by Oil NRG. Replacement cards will be paid for by Oil NRG subject to a maximum of additional 3 cards per account per annum.
2.3 If you cancel the agreement at any time or stop using the cards for a period of 4 weeks or more, you may be charged for all of the cards at the prevailing rate; currently £8 per Keyfuels card and £4 per UK fuels card.
2.4 Oil NRG will take payment of invoices by Direct Debit to agreed credit terms that are granted subject to satisfactory credit checks.
2.5 If a Customer’s payment by direct debit fails or a cheque is not honoured, Oil NRG shall be entitled to charge the Customer a fee of £30.00 plus VAT for each failure to cover administration costs.
2.6 Oil NRG reserve the right to amend any aspect of the fixed rate agreement should they become aware of any adverse information which would impact the credit status of the Customer.
3. Termination and force majeure
3.1 Either party shall be entitled to terminate this agreement with immediate effect by giving written notice to the other party if:
3.2 the other party becomes aware of adverse credit information
3.3 the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
3.4 the other party commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so; or
3.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
3.6 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
3.7 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
3.8 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
3.9 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
3.10 a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
3.11 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
3.12 the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
3.13 any Force Majeure event prevents the other party from performing its obligations under this agreement for any continuous period of three months.
4. A breach of any of clauses 1.1 and 1.2 shall be a material breach of obligations for the purposes of this clause 3.
4.1 Termination of this agreement shall not prejudice either party’s rights or remedies which have accrued as at termination.
Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under this agreement so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources (‘Force Majeure Event’).
4.2 Upon termination of this agreement by you otherwise than in accordance with clause 3.1, and where the circumstances set out in clause 3.2 do not apply, any outstanding balance of Fixed Rate fuel in question shall immediately become payable to ‘Oil NRG’ in full without deduction, set off or counterclaim.