Terms and Conditions I United Refueling LLC
1.Term. This Agreement shall remain in effect until terminated by either party upon 30 days written notice.
2.Pricing. Pricing for the Products supplied by United Refueling, LLC are outlined on the invoice. United Refueling, LLC may adjust pricing at any time. If pricing is contingent on a minimum quantity, Customer agrees to accept the entire quantity ordered. Unless otherwise noted, the stated price shall not include applicable tax, duty, charge or fee levied on the Products, which will be the responsibility of Customer. Above and beyond the agreed upon delivery fee on products or equipment delivered, Service charges will apply to emergency call outs, rush orders, as well as quantities less than 120 gallons (minimum charge of $120 or more in outlining areas)
3.Payment. Customer agrees to pay for the Products by Cash on Delivery (“COD”) at the time the Products is delivered unless otherwise agreed to by the Parties. If the Parties agree on an acceptable credit arrangement, Customer agrees to pay for such Products within Ten (10) days from the invoice date, without deduction or offset. United Refueling, LLC reserves the right to cancel or revoke any credit arrangement at any time with payment then reverting back to COD. United Refueling, LLC may invoice for shipments separately, and Customer will pay for each shipment without regard to other shipments. Outstanding accounts shall be subject to an interest rate at 16% per annum calculated and payable monthly. In addition, an administrative fee of $23 will apply to each returned item. United Refueling, LLC reserves the right to increase any charge by 2% for Products paid by credit card.
4.Deliveries. All deliveries will be made to Customer’s location unless customer submits written notice. Title and risk of damage to or loss of any Products supplied by United Refueling, LLC or its 3rd party partners will pass to Customer at the point of delivery. Any claims against United Refueling, LLC for shortages or non-conformance that could, with due diligence, be discovered by inspection upon receipt, must be made within 10 days after receipt or will be considered waived. United Refueling, LLC in its discretion, may make deliveries in installments with appropriate partial invoicing issued for each such installment. Any shipping date or delivery date is a reasonable estimate and not a guarantee. Each delivery of Products is to be considered a separate sale and Customer will pay the agreed price for each shipment without regard for any failure to deliver any subsequent amount of Products. United Refueling may refuse delivery if United Refueling, LLC or its agent, driver, 3rd party partners included etc. deems the conditions at the Customer location, or the route thereto, to be unsafe.
5. Receipt of Delivery. Customer represents and warrants to United Refueling, LLC that it is in compliance with all governmental requirements pertaining to the storage, handling, and dispensing of fuels and lubricants. Customer represents and warrants to United Refueling, LLC that every container, receptacle, or other device, apparatus, or place for delivery (collectively “Equipment”) for Products meets all applicable requirements and is suitable for the delivery of the Products. Customer will safely handle, use, and treat Products pursuant to governmental requirements. If a Customer rents a tank or any fuel storage tank related equipment from United Refueling, LLC such tank and or related equipment will remain the property of United Refueling, LLC until or the tank is purchased as-is, where-is. Customer agrees not to resell the Products under United Refueling, LLC or by reference the United Refueling, LLC name.
6.Force Majeure. United Refueling will not be liable for failure to deliver, or for delay in delivery of, the Products arising out of causes beyond its reasonable control, including acts of God or of the public enemy, acts of any governmental authority, fires, floods, unusually severe weather, epidemics quarantine restrictions, strikes, labor disputes or shortages of labor, freight embargoes, fuel allocation programs imposed on United Refueling, LLC or inability to secure necessary parts or materials.
7.Indemnification. Customer agrees to indemnify, defend, protect and hold harmless United Refueling, LLC and its partners, directors, officers, employees, agents, attorneys, successors and assigns from and against any and all liabilities, obligations, claims, damages (including environmental contamination, damage or clean up), costs and expenses (including reasonable attorney's fees) related to (i) any negligence or willful act or omission on the part of Customer; (ii) the care, handling, use or transportation of the Products by Customer, Customer’s business or operation, or any act or omission of Customer’s employees, agents or contractors; (iii) any failure to perform or comply with any of the terms of this Agreement; or (iv) any and all costs related to environmental remediation, contamination and clean-up in connection with Customer’s Equipment or for environmental issues at the Customer’s location.
8.DISCLAIMER OF WARRANTIES & LIMITATION OF REMEDIES. THE PRODUCTS SOLD AND DELIVERED UNDER THIS AGREEMENT ARE SUPPLIED “AS-IS.” UNITED REFUELING, LLC MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. UNITED REFUELING, LLC AND ITS PARTNERS SHALL NOT BE LIABLE FOR LOSS OF CUSTOMER’S PROFITS OR BUSINESS, LOSS OR DAMAGE RESULTING TO CUSTOMER BY REASON OF DELAY IN DELIVERY OR FAILURE TO DELIVER PRODUCTS OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. NO ACTION MAY BE BROUGHT BY CUSTOMER FOR ANY BREACH OF THESE TERMS OR OF AN ORDER MORE THAN ONE YEAR AFTER DELIVERY OF THE PRODUCTS.
9.Default & Remedies. Customer shall be in material breach of this Agreement if it fails to make full payment for Products when such payment is due or otherwise breaches the terms of this Agreement. In the event of such a breach and in addition to any other remedy, United Refueling, LLC may defer deliveries until such breach is remedied by Customer, or terminate this agreement and any other agreement, order or arrangement between the parties. Moreover, Customer hereby gives United Refueling, LLC and its agents or assigns, consent to enter onto Customer’s property to remove any Products previously supplied and which have not been paid for pursuant to the terms herein without being liable for damage or trespass. If United Refueling, LLC initiates legal action against Customer as a result of an event of default, United Refueling, LLC shall be entitled to reimbursement from Customer of all expenses of collection and reasonable attorneys’ fees.
10.Compliance with Laws. Each Party shall comply with all laws, regulations and orders applicable to the handling, transportation, delivery and acceptance of delivery of Products. To the extent that products include lubricating oils, Customer acknowledges the importance of managing the life cycle of lubricating oils and once said lubricating oils have fulfilled their use as supplied, Customer shall dispose of them through a government approved means.
11.Miscellaneous. This Agreement shall represents the full and complete agreement between the parties regarding the subject matter hereof. For the avoidance of doubt, any purchase order or other terms and conditions provided by Customer to United Refueling, LLC shall be non-binding. Any modification to this Agreement shall be void unless signed by duly authorized representatives from each party. Any notice given under this Agreement shall be given in writing and delivered, mailed or faxed to respective parties at their addresses first set forth above or at such other address as either party may designate to the other by notice in writing. This Agreement shall be governed by and construed in accordance with the laws of the province or state in which the majority of the Services are being performed.