(February 5, 2022)
These Terms & Conditions, as amended in accordance with Section 16 (a), establish the terms of usage for the TITAN Aviation Fuel’s Multi Service Aviation Card (‘MSA’) and each company that applies for or otherwise accepts and uses an MSA Card (each a ‘Cardholder’) agrees to these Terms & Conditions. These Terms & Conditions, as amended, are posted at www.titanfuels.aero/card-programs/multi-service-aviation.
1. GENERAL. TITAN Aviation Fuels (‘TAF’) has established a Charge Card Program with Apollo Payment Systems, LLC. (‘APS’) in which APS issues the MSA Cards to Cardholders that permit the Cardholders to charge the costs of products and services purchased from TAF or purchases from fixed base operators which participate in the Charge Card Program (each a “Dealer”). The terms of purchase under TAF’s Card Program may be found at www.titanfuels.aero/card-programs/multi-service-aviation. The terms of purchase from each Dealer are established independently by those Dealers. These Terms & Conditions establish the terms of usage of the MSA Cards to make purchases from TAF or those Dealers. TAF furnishes only the payment program for charges for products and services purchased from a Dealer, and TAF neither sells nor warrants the products or services which a Cardholder purchases from the Dealer.
2. CARD USAGE. The MSA Cards can only be used by qualifying commercial entities for commercial purchases of fuel, flight and weather planning, catering, aircraft parts and repairs, and other aviation-related products and services sold by TAF or sold by participating Dealers. The Cardholder will control the possession and use of the MSA Cards and ensure the use of its MSA Card solely for commercial purposes. The Cardholder will ensure that its MSA Card is not used by third parties and agrees to be responsible for unauthorized use of its MSA Card at all times prior to the date that TAF receives written notice from the Cardholder that its MSA Card and Account must be closed and cancelled. For Cardholders residing in the States of Delaware, Missouri, Nebraska, and Rhode Island, the MSA Card will only be issued to corporations, partnerships, and limited liability companies. For Cardholders residing in the State of California. The MSA Card will only be issued pursuant to written applications. For Cardholders residing in the State of South Dakota, the MSA Card may not be used to secure any loan of money. For Cardholders resident in the State of North Dakota, the use of the card will be administered as a revolving credit agreement pursuant to Chapter 51-14 of the North Dakota Century Code.
3. ACCOUNTS. TAF will establish and maintain an account for each Cardholder (an ‘Account’) or, if requested by the Cardholder, separate Accounts for separate MSA
Cards issued to the Cardholder. TAF will use reasonable efforts to provide prompt and accurate transaction data in each Cardholder’s Account. TAF is not responsible for any errors in such data. The Cardholder agrees to be responsible for all charges made to that Account by the use of the Cardholder’s MSA Cards prior to the date that TAF receives written notice from the Cardholder that its MSA Card for that Account must be closed and cancelled. 4. STATEMENTS. TAF will provide to each Cardholder with a billing statement itemizing charges incurred through usage of MSA Cards (“Billing Statements”). Billing Statements for the MSA Card will be issued weekly. Each Billing Statement will be dated of the date of issuance. Unless otherwise agreed in writing by TAF and the Cardholder, each Billing Statement will be sent by email to the email address stated in the Cardholder’s Application.
5. PAYMENT TERMS/INTEREST ON LATE PAYMENT. Unless otherwise
agreed in writing by TAF and the Cardholder, (a) the Cardholder will pay each Billing Statement in full within 14 days of the date of the billing statement, without any abatement, deduction, set-off or counterclaim whatsoever) and (b) the payment will be in cleared funds in U.S. Dollars and will be made by means of EFT (ACH), bank wire, or other agreed upon method, noting the number of the Billing Statement and the Cardholder’s name. Details regarding TAF’s account, routing numbers, or addresses for EFT (ACH), bank wires will be included on the billing statement. Any amount not paid when due will bear interest from its due date to the date of payment at the rate of eighteen percent per annum (18%), or, if less, the maximum rate applicable in the State of the Cardholder’s principal place of business. As of the date of these Terms and Conditions, the maximum rate for Cardholders resident in the States of New Jersey or New York will be sixteen percent per annum (16%); the maximum rate for Cardholders resident in the States of Connecticut, Oregon, or Virginia will be twelve percent per annum (12%); the maximum rate for Cardholders resident in the States of Alaska, Mississippi, and New Hampshire will be ten percent per annum (10%); the maximum rate for Cardholders resident in the States of Alabama, Georgia, Maryland, or Ohio will be eight percent per annum (8%); the maximum rate for Cardholders resident in the State of Tennessee will be seven percent per annum (7%); the maximum rale for Cardholders resident in the District of Columbia will be six percent per annum (6%); the maximum rate for Cardholders resident in the States of Kentucky, Minnesota, Montana will be four percent per annum (4%).
COLLECTION PROCEDURES.
(a) If the Cardholder fails to pay any Billing Statement when due, TAF may invoke any and all collection procedures allowed by applicable law and in that event the Cardholder will be liable to TAF for legal fees and or collection costs and expenses, including late charges and reasonable attorney and collection agency fees, or other costs incurred by TAF as specified in the applicable statutes.
(b) TAF will have the right to set off outstanding amounts owed by the Cardholder to TAF against any sums payable to the Cardholder by TAF under any contract, agreement, or arrangement.
(c) The Cardholder warrants to TAF that the Cardholder either owns the aircraft for which products and services will be purchased by means of the MSA Card or is or will be lawfully possessed of such aircraft with the owner’s express consent to purchase products and services of the charging privileges provided by the MSA Card. The Cardholder agrees to indemnify and hold TAF harmless from and against any and all claims arising out of TAF’s filing, enforcement, or defense of a lien against any aircraft for which the Cardholder purchases products or services to collect payment of charges for those products and services. If the charges against the MSA Card remain unpaid, TAF may institute legal action against the Cardholder and/or the aircraft to foreclose the lien and to collect those charges. In recognition of the international and mobile nature of aviation and aircraft, and the necessity for legal certainty, predictability and convenience, and to avoid filing liens in multiple jurisdictions, each Cardholder agrees that any lien filed by TAF will be based, at TAF’s sole discretion, either upon the aircraft lien statute of the State of Texas beginning at Section 70.301, or the applicable aircraft lien statute of the foreign county in which the aircraft is registered (including the Cape Town Convention on International Interests in Mobile Equipment), regardless of where the Cardholder is registered, domiciled, located or does business, the aircraft owner is registered, domiciled, located, resides or does business, the aircraft was located at the time such charges were incurred, the aircraft registered, or jurisdiction may otherwise be proper or allowable.
(d) The Cardholder will be liable to TAF for all costs, including reasonable lawyer’s fees or other costs, reasonably incurred in securing payment for charges made through the use of a Cardholder’s MSA Card.
(e) For Cardholders resident in the State of Vermont, all accounts will be expressly subordinate to the prior payment of all senior indebtedness of the commercial borrower to depository institutions, trust companies, and
licensed lenders, regardless ofwhether such senior indebtedness exists at thetime oftheloanor ariseshereafter.
6.DISPUTED AMOUNTS.Disputed billings, transactions or charges must becommunicated bytheCardholder toTAFin writing to:TITAN Aviation Fuels, Inc., 601 McCarthy Blvd, New Bern, NC28562or by confirmed facsimile to252-633-3125.
(a)The CardholdermustnotifyTAFimmediately of any disputesbetweentheCardholder andtheDealer from whichtheCardholder purchased productsor services.TAFwill record the dispute and forward the informationtotheDealer for reviewand potential resolution. AsTAFwill not bethe sellerof those productsorservices,TAFwill not be a partyto the dispute and willhave nolegal authoritytoresolvethe disputebetween the Cardholder andtheDealer.
(b)The CardholdermustnotifyTAFof anydisputeregarding products or servicespurchased fromTAForregarding errors inTAF’s Billing Statements withinthirty(30) days after dateoftheBilling Statement onwhich thedisputedamountfirstappeared.FailurebytheCardholdertodeliver that noticewithinthat periodwill constituteapproval of the Billing Statementand waiveroftheright to dispute anyentryofthat BillingStatement.
(c)The Cardholdermay notwithholdpaymentofanychargesthat are not indispute.
7.CREDIT LIMIT AND COLLATERAL.
(a)TAF, in its sole discretion, will establish a creditlimit for each Cardholder’sAccount (the”CreditLimit”). The Credit Limit will be the maximum aggregateamount outstanding undertheAccount resulting from charges for purchases(whetherbilledorunbilled) through theuse of the Cardholder’sMSACardsfortheAccount,plus any fees associated withsuch purchases orcharges.TAFwillnotifythe Cardholder in writingof theCredit Limit assigned totheCardholder’s Account. TheCardholderagreesto provideTAFfromtime totime, on request,withinformation regardingitsfinancialcondition.TheCardholder willpromptly notify TAFof anymaterial adverse changein theCardholder’sbusinessorfinancialcondition.TAF, in itssolediscretion, mayfromtimetotime reviewandmake changestothe amountof the CreditLimit.
(b)The Cardholderwillmake payment toTAFimmediately upon demandif necessarytokeeptheAccount balancewithintheCreditLimit.
(c)In order tosecure its claims forcharges madethrough the use of a Cardholder’s MSACard,TAFmay request collateral from the Cardholderbefore assigning or increasing aCredit Limit.Such collateral will beagreed
upon between the parties in one or more separate agreements. In the case of a material adverse change in Cardholder’s financial condition or a deterioration of existing collateral, Cardholder will, upon request, provide further collateral to secure TAF’s claims for charges made through the use of a Cardholder’s MSA Card. In the event of a Cardholder’s failure to pay any such charges when due, TAF may, in addition to all other rights, realize any collateral in connection with the enforcement of TAF’s right to payment
8. SUSPENSION OF CARD PRIVILEGES. If the Cardholder fails to pay any charges made through the use of a Cardholder’s MSA Card as required in Section 5 or Section 8, then TAF may immediately suspend the use of all MSA Cards issued to the Cardholder.
9. FEES. As of the date of these Terms & Conditions, TAF does not charge any fee for the issuance of the MSA Card or for the use of the MSA Card. TAF reserves the right in the future, following prior written notice to the Cardholders, to assess fees for the continued use of the MSA Cards.
10. LOSS OF MSA CARDS AND LIABILITY OF CARDHOLDER. If an MSA Card is lost or stolen, it is the responsibility of the Cardholder to immediately notify TAF by phone 252-633-0066, followed with a confirmation by confirmed facsimile transmission 252-633-3125 or email customerservice@multiserviceaviation.com, to prevent unauthorized use of the MSA Card. Cardholder will in that notice give to TAF the number of the Account for the lost or stolen MSA Card and all relevant details regarding the loss or theft of the MSA Card. Cardholder will be liable for all costs and damages incurred by TAF in connection with any unauthorized use of a lost or stolen MSA Card prior to receipt by TAF of the notification of that loss or theft. The Cardholder will not be liable for any use of its MSA Card following receipt by TAF of the notification of the loss or theft. If the Cardholder recovers an MSA Card that was reported lost or stolen the Cardholder will immediately notify TAF, destroy or return that MSA Card to TAF and will not use that MSA Card thereafter.
11. DORMANT ACCOUNTS. If there is a credit balance in a Cardholder’s Account and if there are no charges to the Account for a consecutive period of six (6) months, then for each month thereafter until charges are again made against that Account, TAF may deduct and retain a dormancy and account management fee equal to two percent (2%) of the credit balance per month so long as the credit balance exists.
12. TERM / TERMINATION. (a) The right of the Cardholder to use its MSA Card may be terminated by TAF or by the Cardholder at any time for any reason by giving written notice to the other party of that termination, effective immediately on the delivery of that notice.
(b) If TAF has issued a suspension notice to a Cardholder pursuant to Section 9, and if the Cardholder does not pay all required payments against the Cardholder’s Account within five (5) days after the date of TAF’s delivery of that notice, then TAF, without further notice to the Cardholder may terminate the Cardholder’s right to use its MSA Card.
(c) Upon termination of a Cardholder’s right to use its MSA Card, that Cardholder’s Account will be immediately deactivated and the Cardholder must immediately return to TAF all MSA Cards in the possession or under the control of the Cardholder. The Cardholder will remain responsible for the payment of all charges through the use of the Cardholder’s MSA Cards prior to the effective date of termination in accordance with these Terms & Conditions.
13. DATA PROTECTION. (a) Each Cardholder will be given access to its Accounts for its MSA Cards via TAF’s website. Such access will extend to purchase information, billing and payment mechanisms and other media that are confidential and proprietary to TAF. The Cardholder agrees to follow TAF’s security procedures and to keep any passwords to TAF’s website and the Cardholder’s Accounts confidential. The Cardholder will be responsible for any losses or damages resulting from any unauthorized access to data in TAF’s website that results from Cardholder’s failure to comply with TAF’s security procedures. Each Cardholder agrees to notify TAF immediately when any web account login and passwords in Cardholder’s possession are either lost or transferred to another person.
(b) Each Cardholder authorizes TAF to transmit information regarding the Cardholder’s Account via email to the Cardholder at the email address that the Cardholder has supplied to TAF for communications. The Cardholder acknowledges that the email communications may contain confidential information intended solely for the use of the Cardholder and its authorized agents and representatives. The Cardholder further acknowledges that email is not a secure form of transmission and that it may potentially be intercepted or otherwise obtained by persons other than the intended recipient. In consideration of TAF’s willingness to provide the reporting to the Cardholder via email, the Cardholder agrees that it will not hold TAF responsible for any email communications intercepted or received by anyone other than the intended recipients. Cardholder hereby releases TAF and its affiliates, and each of their agents, employees and representatives, from any and all liabilities, claims, losses, damages, injuries, and expenses
of any kind in any way connected with or arising out of the interception or receipt of the email communications by any unintended recipients. Cardholder hereby further agrees to indemnify, defend and hold harmless TAF and its affiliates, and each of their agents, employees and representatives, from and against any and all liabilities, claims, losses, damages, injuries, or expenses sought by a third party and in any way connected with or arising out of the interception or receipt of the email communications by any unintended recipients
14. PROGRAM CONFIDENTIALITY. The Cardholder agrees that pricing, materials, data, processes, methods and know-how and procedures relating to the MSA Cards constitute proprietary and confidential information of TAF or its licensors and the Cardholder agrees to safeguard the confidentiality of such confidential information.
15. ASSIGNMENT / SUBCONTRACTING. (a) TAF may assign and delegate to third parties all or any portion of its rights and obligations with respect to the MSA Cards and in such event TAF may disclose and transmit to the transferees all information about Cardholder and the Cardholder’s use of the MSA Card that are relevant for the continuation of the Cardholder’s use of the MSA Cards with TAF’s transferees. TAF may subcontract some or all services to be provided with respect to the MSA Card to third parties and in such event TAF may disclose and transmit to the subcontractors all information about Cardholder relevant for the subcontracted services, provided that TAF will remain responsible for the performance of these services.
(b) Cardholder may not assign or delegate to third parties any rights or obligations of the cardholder with respect to its MSA Cards.
16. AMENDMENTS. (a) TAF reserves the right, at any time and from time to time, to amend these Terms & Conditions, with each such amendment effective as of the date that TAF delivers written notice to the Cardholder of such amendment or such later date stated in that notice and the Cardholder’s continued use of the MSA Card after that notice is delivered will constitute acceptance of the amended Terms & Conditions. A Cardholder can reject any amendment by giving notice to TAF by a confirmed facsimile transmission to 252-633-3125 or email customerservice@multiserviceaviation.com directing TAF to deactivate the Cardholder’s MSA Card.
(b) If any provision in these Terms & Conditions does not comply with the laws of regulations of any jurisdiction in which a Cardholder maintains its principal place of business, then these Terms & Conditions will be automatically
amended with respect to such Cardholder so as to be compliant with such law or regulation.
17. SEVERABILITY. If any provision in these Terms & Conditions is or becomes legally ineffective, the effectiveness of the remaining provisions will not be affected thereby. In such case, the ineffective provision will be automatically replaced with a legally effective provision that reflects the intended commercial purpose of the replaced provision as closely as possible.
18. GOVERNING LAW / ARBITRATION. Except as provided in Section 6 (c) with respect to aircraft liens, these Terms & Conditions and all rights and obligations of TAF and each Cardholder with respect to the Cardholder’s use of the MSA Cards, will be governed by and construed in accordance with internal laws of the State of North Carolina, USA. All disputes arising out of or in connection with the present contract will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of any proceedings will be in New Bern, North Carolina, USA and will be conducted in the English language.
19. AUTHORITY AND BINDING EFFECT. The Cardholder, by accepting and using the MSA Card, represents and warrants to TAF that the Cardholder’s commitment to use the MSA Card in accordance with these Terms & Conditions a legal, valid and binding obligation of the Cardholder, enforceable against the Cardholder in accordance with its terms.
20. ENTIRE AGREEMENT. This document, together with TAF’s notice to the Cardholder assigning a Credit Limit to the Cardholder constitutes the entire agreement between TAF and that Cardholder with respect to the issuance to and use by the Cardholder of its MSA Card and supersedes all prior oral or written agreements
