SALE OF PROPANE:
Company shall provide Customer a supply of propane at the applicable Company’s price schedule in effect at the time delivery for Customer’s use as a motor vehicle fuel (“Autogas”).PURCHASE OF PROPANE:
Customer shall purchase all autogas from Company and shall pay for Autogas fifteen (15) days from date of invoice. Invoices shall be provided to Customer on a weekly basis. Failure to pay the full account balance upon the payment due date will result in default and the assessment of a finance charge and rebilling fee equal to the greater of 1.5% (18% Annum) per month or $2.00 (Two Dollars) per month. Customer agrees to pay all court and collection costs resulting from attempts by Company to collect payment for authorized merchandise deliveries and services rendered.TAXES:
In addition, Company shall bill and collect from Customer for Autogas any federal, state or local taxes where applicable.FEDERAL ALTERNATIVE FUEL TAX CREDIT:
Provided the federal alternative fuel tax credit is in effect for the year the purchase occurred, Customer will assign the federal tax credit to Company using the letter form attached to this agreement as repayment for Company advancing this credit to Customer in the form of a monthly discount on each Autogas gallon sold to Customer. Customer shall receive from Company a year-end statement indicating the number of gallons Company is claiming in order to recoup the tax credit that Company advanced to Customer at time of purchase. Company shall provide Company a year-end statement detailing the number of gallons Company is claiming to recoup the tax credit that Company advanced to Customer at time of purchase.SAFETY:
Company shall provide Customer access to Company’s existing Autogas fueling infrastructure network. Customer shall receive initial operating instructions, training, and training materials (“Safety Training”) for Customer’s personnel for the safe handling of Autogas and operation of fueling equipment at Company fueling facilities. Times will be scheduled for Company to initially train all Customer personnel, and a designated Customer representative will be taken through a “train the trainer” curriculum to provide ongoing training of Customer personnel. After the initial Safety Training, Company will conduct regular annual training for all Customer personnel. Customer shall ensure that all its employees abide by the Safety Training and that its employees shall safely handle Autogas, as well as safely operate the fueling equipment. Customer shall also ensure that only employees certified as properly trained operate the fueling equipment Company shall not be liable for any cause of action or for any injury or property damage arising from or relating to Customer’s or a Customer’s employee’s failure to follow or abide by the Safety Training or, for any cause of action or injury or property damage arising from or relating to Customer’s or a Customer’s employee’s otherwise negligent handling of Autogas or operation of the fueling facility.WARRANTY:
Company warrants that all propane delivered to Customer under this Agreement shall be of standard commercial grade at the time of delivery. Company makes no other warranty, including without limitation any warranty of fitness for a particular purpose or warranty of merchantability, with respect to propane sold and none shall be implied. Company makes no other or different representations or warranties, or whatever nature, express or implied.DURATION OF THE AGREEMENT:
This agreement may be terminated at any time by either party upon thirty (30) days advanced written notice to the other party. This agreement may also be canceled at any time by either party upon default or breach of agreement.DEFAULT:
The following provisions shall apply to a default under this agreement:
- Events of Default. Each of the following events shall be a default hereunder by Customer and a breach of this Agreement:
- If Customer shall file a petition in bankruptcy.
- If voluntary proceedings under any such bankruptcy law or insolvency act shall be instituted against Customer.
- If Customer shall fail to pay Company any payment as and when the same shall become due and payable and shall not make such payment within ten (10) days after written notice from Company that payment was not received when due.
- If Customer shall fail to perform any of its other material obligations under this Agreement, and such non-performance shall continue for a period of twenty (20) days written notice by Company.
- Remedies. Upon default by Customer, Company may immediately terminate this Agreement. This provision shall not limit Company from seeking additional remedies due to Customer’s default.
- Cure of Default. If Customer defaults in the making of any payment, or in the performance of any material obligations under the Agreement, then Company may, but shall not be required to, make such reasonable payment or do such act, or correct any damage caused by such prohibited act, and the amount of the expense thereof shall become due and payable by Customer within thirty (30) days. This provision shall not limit Company’s ability to pursue other remedies in law or in equity.
This Agreement constitutes the entire agreement of the parties hereto, and any modifications to this Agreement must be in writing and signed by the party to be charged therewith.GOVERNING LAW:
This Agreement shall be governed by and construed under the laws of the domicile of the Company.SEVERABILITY:
If one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.INDEMNIFICATION:
Customer hereby agrees to indemnify and hold Company harmless from any and all loss, property damage, personal injury or death, and any expenses, including, reasonable attorneys fees and expert expenses, associated with any claim, action, or proceeding, including, a claim, action, or proceeding brought by an employee of Customer, arising from or relating to: 1) Customer’s negligent use of the storage tank(s) and/or Autogas delivery system (i.e., the fueling facility); 2) any failure of a Customer’s employee in handling Autogas or the fueling facility in a safe manner, or otherwise failing to follow safety instructions and training provided by Company; or 3) any other negligence or fault of any kind on the part of Customer or its employees.ATTORNEYS’ FEES:
In the event any action is brought by either Customer or Company against the other to enforce or for the breach of any of the terms, covenants or conditions contained in this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees to be fixed by the arbitrator, together with costs of suit therein incurred.AUTHORIZATION:
The undersigned person(s) represents that he or she is authorized to accept this Agreement on behalf of the Customer.