|Terms & Conditions|
Irving Energy Fuel Agreement General Terms & Conditions
Acceptance of Fuel Agreement. This Fuel Agreement will be considered final and binding on Irving Energy (the "Company") only after our Company has sent notice to you in writing confirming acceptance. Our Company may elect, prior to acceptance, to: (1) inspect your fuel tank (typically only for new customers), and (2) perform a standard credit check. Our Company reserves the right to decline any Fuel Agreement prior to acceptance, in our Company's sole discretion.
Term. This Fuel Agreement begins when our Company accepts your Fuel Agreement and continues until the earlier of (1) termination, as provided below, or (2) acceptance by our Company of a new Fuel Agreement with you next year.
Delivery of Fuel. Our Company will deliver your Choice of Gallons solely to the delivery location(s) noted on your account on an automatic delivery basis. Automatic delivery is a requirement of the Fuel Agreement. Our Company will work very hard to avoid any situation where you might run out of fuel; however, these situations occasionally do occur, and, if it does, our Company will deliver fuel to you as quickly as reasonably possible.
Prices and Fees. Beginning on the later of (1) September 1, 2022 or (2) when our Company accepts your Fuel Agreement, and ending on May 31, 2023, (the "Heating Season"), or when your Choice of Gallons is depleted, whichever comes first, the price you agree to pay for your Choice of Gallons will be as specified in this Fuel Agreement (the "Fixed Price"). No prompt pay discounts apply during the Heating Season. Timely payment is a requirement of the Fuel Agreement. The Fixed Price excludes all government-imposed taxes and fees and other fees assessed by the Company, which taxes and fees you also agree to pay (except Vermont customers, as to government-imposed fees only). The Company may assess additional or amended fees as permitted by law. The price for any (1) additional fuel delivered in excess of your Choice of Gallons, or (2) fuel delivered prior to the commencement of the Heating Season or after the Heating Season has ended, will be our Company's then-current retail market price, and all such deliveries will continue to be on an automatic delivery basis. If there is a credit on your account at the end of the Heating Season, the outstanding balance will be reimbursed to you, less any amounts you owe to our Company, including the liquidated damages (if applicable) described below, by June 30, 2023, unless you and our Company agree to a different arrangement.
Choice of Gallons. Your Choice of Gallons must be at least 300 gallons of either propane or heating oil to qualify for our Company's fixed price programs, unless otherwise agreed by Irving. Once you qualify with one fuel type you may also purchase a secondary heating fuel at a fixed price by designating an additional your Choice of Gallons of that fuel. You are responsible for estimating how many gallons of fuel you wish to buy at a fixed price and you agree to make a reasonable effort to accurately estimate your actual needs.
Default/Termination. You may not terminate this Fuel Agreement once our Company has accepted it until after the end of the Heating Season. You agree not to use another supplier for the heating fuel type covered by this Fuel Agreement until all your Choice of Gallons is delivered to you. You will be in default of this Fuel Agreement if you fail to comply with any provision of this Fuel Agreement. This Fuel Agreement may be terminated by our Company if you are in default, or by you after the end of the Heating Season upon written notice to our Company at the address provided in this Fuel Agreement. Upon any termination: (1) all amounts you owe to our Company shall be immediately due and payable, even if you are under an equalized payment plan; and (2) in addition to other amounts that you may owe to our Company, you agree to pay to our Company liquidated damages. The liquidated damages equal $50 plus an amount equal to the number of gallons from your Choice of Gallons that are undelivered as of termination multiplied by the following dollar amount: the difference (but never less than zero) between (a) the Fixed Price and (b) our Company's average posted retail credit price in your service area from Irving's Fuel Agreement acceptance to termination. These liquidated damages are intended to be a reasonable measure of our Company's damages and not a penalty. You also agree to pay for our Company's reasonable collection costs upon termination for default, including reasonable attorney and legal fees, to the extent permitted by law.
Additional Important Terms. If we are prevented from performing our Company's obligations under this Fuel Agreement by weather, supply interruption, or any other matter beyond our reasonable control, our Company's performance shall be excused until such time as such conditions have ended. We secure our fuel delivery obligations under this Agreement by purchasing futures contracts for fuel. You agree to provide us with safe access to the delivery location and to maintain your fuel oil tank(s) and associated fill pipes in a manner that is safe to persons, property, and the environment. This Fuel Agreement is the entire agreement between you and our Company regarding fuel delivery and price; no provision in this Fuel Agreement can be changed or waived orally (for example, by a delivery driver or service technician). This Fuel Agreement cannot be assigned or transferred by you to anyone else without a written agreement signed by our Company. Your obligations under this Fuel Agreement, including your obligation to pay all amounts owing to our Company, and the limitations on our Company's liability stated in this Fuel Agreement, shall continue in full force and effect beyond the term of this Fuel Agreement or any earlier termination. If any part of this Fuel Agreement is determined to be invalid or unenforceable, such part will be treated as if it were never in this Fuel Agreement and shall not affect the validity or enforceability of the rest of this Fuel Agreement. Our tank inspection and/or approval of your fuel tank (if any) does not guarantee the soundness or quality of your tank; this inspection is only for our Company's purposes and you may not rely on our Company's inspection or approval for any purpose whatsoever. This Fuel Agreement shall be interpreted and governed by the laws of the state of the delivery location of the account in dispute; you agree that any litigation arising from the subject matter of this Fuel Agreement may only be brought in a state or federal court located in the state of the delivery location of the account in dispute.
Limitation of Liability. In no event, even if you run out of fuel, shall: (1) our Company be liable for consequential, special, or punitive damages arising from this Fuel Agreement; and (2) our Company's liability under this Fuel Agreement exceed the amount you actually paid to us for fuel under this Fuel Agreement. Such limitation shall not apply to warranty claims governed by §2-316 of the Maine Uniform Commercial Code.