NOTICE: Closure of the SuperPass Club Program
The SuperPass Club™ program has been discontinued. On July 26, 2009, Petro-Canada retail stations and Petro-Pass locations will no longer accept the SuperPass Club card.

1. PRODUCT PURCHASES, QUANTITY AND PRICE
   
   The Corporation shall sell or cause to be sold to the Customer, and the Customer agrees to purchase from the Corporation or its dealers or agents, at authorized Petro-Pass sites and retail outlets ("SuperPass facilities") and by use of the SuperPass Card, an annual quantity of automotive fuel based upon the Customer's estimated monthly purchases. The price for automotive fuel purchased by the Customer at authorized retail outlets shall be the price indicated on the pump for the grade purchased at the time and place of purchase less the approved discount then in effect, if any. The price for automotive fuel purchased at authorized Petro-Pass sites shall be the Corporation's price in force for the Customer for the grade purchased at the time and place of purchase. The price for goods and services purchased by the Customer shall be the posted price at the time and place of purchase. All applicable Federal and Provincial sales and goods and services taxes are included in the price. Volume and/or market based pricing/discounts may be periodically adjusted to reflect the quantities actually being purchased by the Customer.
   
   The Corporation assumes no liability for the failure of any SuperPass Card to be honoured at any time.
   
   
2. PAYMENT TERMS AND LINE OF CREDIT
   
   As part of Petro-Canada’s internal requirement, a line of credit is established for  Customers based on the estimated purchases provided by the Customer to Corporation on the application. The Customer does not request a line of credit. Depending on the usage by the Customer, the balance of the account could exceed the line of credit. The Corporation may change the line of credit at anytime without notifying the Customer in advance.
   
   The Customer remains responsible and agrees to pay for all purchases made on or with the SuperPass Card regardless of whether the line of credit has been exceeded or not, and regardless of whether or not such purchases were made under the authority (express or implied or ostensible) of the Customer, or whether the purchases were made on a SuperPass Card that was active or dormant, provided that in the case of loss, misplacement, theft or misuse of the SuperPass Card such responsibility shall cease upon receipt by the Corporation of notice from the Customer in accordance with clause 4.
   
   The Corporation will use reasonable commercial efforts to ensure that all of its associates adhere to the purchasing restrictions and limit restrictions on a SuperPass Card. It is understood and agreed by the Customer, however, that these restrictions are for the Customer's convenience only, and the Corporation cannot be held and is not responsible for purchases exceeding these restrictions.
   
   The Customer agrees to pay the Corporation the full amount of all purchases of fuel, goods and services, including all applicable federal and provincial sales and goods and services taxes, in respect of which the SuperPass Card has been used, together with a credit charge thereon, as applicable.
   
   Should the Customer not provide payment in full of the indebtedness in accordance with these Terms and Conditions and their statement, the Corporation is entitled to debit the Customer's account for the amount of any discount provided to the Customer by the Corporation for the period of the indebtedness, or cease offering or discontinue any discount that the Customer receives or may receive from the Corporation on purchases made using the SuperPass Card.
   
   For accounts on monthly billing, if full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a rate of 2% per month (24% per annum nominal rate compounded monthly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on the Customer’s next statement.
   
   For accounts on weekly billing, if full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a daily rate of 0.06575% (24% per annum nominal rate compounded weekly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on the Customer’s next statement.
   
   
3. CHANGES TO PRICE, TERMS AND CONDITIONS
   
   Without limiting the generality of the foregoing, the Corporation reserves the right to modify the credit terms or change any price/discount from time to time in accordance with these Terms and Conditions.
   
   
4. RESPONSIBILITY FOR LOST OR STOLEN CARDS
   
   In the event that the SuperPass Card is lost or stolen, the Customer shall immediately notify the Corporation and the police.
   
   
5. CANCELLATION AND RESTRICTION OF USE OF CARD
   
   The SuperPass Card, including any renewal or replacement card, shall be valid until the date appearing thereon unless it has been previously cancelled. Notwithstanding any of these Terms and Conditions, the Corporation may, acting reasonably, cancel the SuperPass Card at any time. Use of the SuperPass Card after the SuperPass Card has been cancelled as aforesaid is illegal and fraudulent. Upon cancellation of the SuperPass Card for any reason, the entire balance of the Customer's indebtedness shall, at the Corporation's option, become immediately due and payable notwithstanding the provisions of clause 2. The SuperPass Card is and remains the property of the Corporation and shall be surrendered on demand.  The Corporation may revoke the Customer’s right to use the SuperPass Card with or without cause and without giving notice to the Customer. 
   
   In the event that the Corporation is limited, for whatever reason, in its ability to supply automotive fuel to any or all its facilities or to the market, and without being required to declare it an event of force majeure, the Corporation reserves the right to place purchase limits on the amount of automotive fuels that the Customer is entitled to purchase from the Corporation, including no fuel at all. 
   
   
6. USE OF FACILITIES
   
   The Customer shall use the Corporation's SuperPass facilities only for the fuelling of properly licensed vehicles used for commercial, industrial or governmental purposes, and for the purchase of goods and services. The Customer shall be familiar and comply with, and shall ensure that its employees, servants and agents are familiar and comply with, all applicable automotive fuel handling laws, regulations and rules of any government or government agency, or safety and operating rules and procedures of the Corporation as posted at the Corporation's SuperPass facilities. The Customer shall ensure that each of its employees, servants and agents who may use the SuperPass Card issued to Customer has been instructed in the safe operation of a SuperPass facility and the proper response to automotive fuel handling emergencies, including the location and use of fire extinguishers and emergency telephone numbers.
   
   The Customer and its employees, servants and agents shall use the Corporation's SuperPass facilities and enter upon the lands at the SuperPass facilities entirely at their own risk.
   
   The Customer shall be responsible for and indemnify and save harmless the Corporation, its directors, officers, employees, servants, agents, successors and assigns (the "Indemnitees") from any and all loss, liability, damage, cost, claim, expense, suit or action (including without limitation, environmental remediation costs and legal costs) which the Indemnitees or any of them may sustain or become subject to as a result of any damage to property (including automotive fuel and other property owned by the Corporation and property owned by others) or injury to person or persons arising out of or in connection with the Customer's use of any of the Corporation's SuperPass facilities or the Customer's entry upon or use of the lands at any of the Corporation's SuperPass facilities except where shown to have been caused by the negligence or willful misconduct of the Corporation or its employees.
   
   The Customer shall, without limiting its liability hereunder, obtain, pay the premiums on and keep in force so long as the SuperPass Card issued to the Customer is valid, such general liability insurance as may be required by applicable automotive fuel handling laws or as a prudent businessman would obtain to cover losses for which the Customer may be responsible as set out above.
   
   
7. FORCE MAJEURE
   
   Neither party will be liable in damages or otherwise for failure to carry out the terms and conditions of this Agreement, in whole or in part, whether caused directly or indirectly by, or in consequence of, fire, storm, flood, war, rebellion, insurrection, riot, civil commotion, strike, differences with workers or others, failure of carriers to transport or furnish facilities for transportation, perils of navigation, impairment of supplies of the Corporation, or its facilities or production, manufacture, transportation or distribution, or a shut down or temporary closure of its facilities for any reason whatsoever, or any unsafe condition of the loading or unloading facilities at a supply or delivery point, or the inability for any reason to obtain materials used in the manufacture of the automotive fuels, or governmental or other authority whether pretended or real, or by any cause whatsoever beyond the control of either party, except financial, whether similar to or dissimilar from the causes enumerated herein, provided that nothing herein contained will relieve the Customer of the obligation to pay for the automotive fuel or goods and services sold to and purchased by the Customer.
   
   In the event that the Corporation is excused from carrying out its obligations or is restricted in its ability to supply the Customer and other purchasers by virtue of the terms and conditions of the preceding paragraph, the Corporation may apportion supply among orders received or anticipated from the Customer and from other purchasers in such just and equitable manner as the Corporation may determine, without obligation on the Corporation’s part to supplement its supply at such place or to change its supply point for the Customer or any other customer.
   
   
8. FEES & HANDLING CHARGES
   
   A handling charge will be assessed for any cheque dishonoured by the Customer's financial institution.
   
   In jurisdictions where the Corporation is not prohibited by law from charging for individual invoice/statement copies requested by the Customer, the Corporation reserves the right to charge up to $1.00 per individual invoice/statement copy.
   
   
9. OTHER PROVISIONS
   
   Waiver by either party of any breach of any term or condition herein contained shall not be considered to be a waiver of any subsequent breach of the same or any other term or condition.
   
   These terms and conditions cancel and supersede all other previous SuperPass Card, Petro-Pass Card or Petro-Canada Commercial Fleet Credit Card agreements or terms and conditions as agreed to by the parties hereto.
   
   The Corporation may, upon at least one (1) month's notice to the Customer, vary the terms and conditions hereof, but the Customer shall remain responsible for all indebtedness notwithstanding any such variations.
   
   Use of the SuperPass Card after the effective date contained in the Corporation's notice will be deemed to be acceptance of such new terms and conditions as of such effective date.
   
   All notices required by these terms and conditions shall be in writing (save and except notice required to be given under clause 4, which shall in addition be immediately given by telephone) and may be given to the Customer by personal service, or to either the Customer or the Corporation by letter, and in the case of a letter such notice shall be deemed conclusively to have been given and received on the third business day following the day on which the letter has been mailed in the post office, addressed to the party to whom the same is intended at the address provided or at such other address as may have been substituted therefore by proper notice hereunder. The Customer shall promptly notify the Corporation of any change of Customer's address.
   
   These terms and conditions, save as herein provided, shall enure to the benefit of and shall be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto. The Customer shall not assign or transfer in any way the SuperPass Card or its rights or obligations hereunder, in whole or in part.
   
   In the event that more than one person is named as Customer on the SuperPass Card, all obligations of the Customer contained herein shall be construed as being joint and several obligations of each such named person, and, when the context herein so requires or permits, the singular number will be read as if the plural were expressed and the masculine gender as if the feminine or neuter, as the case may be, were expressed.
   
   The terms and conditions printed on the SuperPass Business Credit Card Application and on the SuperPass Card form part of the terms and conditions of this agreement.
   
   Any terms and conditions of this agreement or parts thereof not valid by virtue of any applicable legislation shall be null and void and severable, but the remainder of the terms and conditions shall be of full force and effect.

Addendum Regarding Use of SuperPass Card at Participating U.S. Truckstops

Use of the SuperPass Card by the Customer at participating truckstops in the United States is subject to the foregoing terms and conditions and to the following additional terms and conditions and the Customer agrees that use of the SuperPass Card is deemed to be acceptance of such terms and conditions.

1. Customer hereby represents, warrants and covenants that it is domiciled in Canada and that credit extended under this credit program will be used only for business purposes and not for personal, consumer or household purposes. The parties acknowledge that U.S. federal and state consumer protection and consumer credit laws are not applicable for this agreement (including this Addendum), or the transactions covered by this agreement (including this Addendum).
   
   
2. Provided the Customer's credit is at all times in good standing with Petro-Canada, Petro-Canada shall contract with diesel fuel suppliers in the United States for the acceptance of the SuperPass Card for the sale of diesel fuels and related products and services at such participating suppliers. 
   
   
3. For the purpose of this Addendum, Petro-Canada shall cause the diesel fuels and other products and services to be sold to the Customer as long as the Customer's billings for purchases does not exceed the applicable line of credit for the Customer. Petro-Canada has the right to terminate this Addendum on verbal or written notice to the Customer.
   
   
4. Each SuperPass Card remains the property of Petro-Canada and is valid for use in the United States until the termination of this Addendum. Petro- Canada shall not be responsible for the SuperPass Card not being accepted at a participating U.S. outlet for any reason.
   
   
5. Customer shall be liable for and agrees to pay Petro-Canada the purchase price for all diesel fuels and other products and services purchased pursuant to this Addendum through use of each SuperPass Card, plus a transaction fee as determined by Petro-Canada from time to time, regardless of whether or not such purchases were made under the authority, express, implied or ostensible of the Customer, unless and until notice is received by Petro-Canada in accordance with this agreement.
   
   
6. Petro-Canada shall provide a statement to the Customer on a weekly basis for purchase of diesel fuels and other products and services for each SuperPass Card issued hereunder.
   
   
7. If full payment of the new balance is not received by the payment due date, Customer agrees that credit charges will accrue at a daily rate of 0.06575% (24% per annum nominal rate compounded weekly) from the transaction date to the date it is paid in full. Such credit charges will be reflected on Customer’s next statement. Before the use of the SuperPass Card in the United States, the Customer shall elect whether the Customer wishes to be billed by Petro-Canada in U.S. currency or Canadian currency. Customer will be billed in the currency so elected, provided that the Customer may change its election of currency upon thirty (30) days prior written notice to Petro-Canada. Currency conversion rates shall be as determined by Petro-Canada from time to time in its sole discretion.
   
   
8. Any diesel fuels or other products provided and services performed in relation to the SuperPass Card by a participating U.S. outlet are provided or performed by it as an independent contractor and not as an agent, servant, or employee of Petro-Canada and, without limiting the generality of the foregoing, Petro-Canada does not warrant the diesel fuels or other products or services purchased by the Customer from the participating truckstop.