Terms & Conditions
SANDIFER’S TERMS AND CONDITIONS FOR ONGOING PROPANE-RELATED SERVICESAND EQUIPMENT LEASE (IF APPLICABLE) FOR ALL CUSTOMERS ARE SET FORTHBELOW. PLEASE READ THIS CAREFULLY AS IT MODIFIES OR REPLACES ALL PRIORAGREEMENTS AND GOVERNS YOUR RELATIONSHIP WITH SANDIFER’S.
I. ACCEPTANCE OF THESE TERMS AND CONDITIONS.
Your signature is not required. You (also referred to as “Customer” or“your”) are deemed to have accepted these revised Terms and Conditions by conducting business with Sandifer’s (also referred to as “us”, “we”, and“our”), which includes but is not limited to: (i) accepting or requesting propane delivery or propane- related services; (ii) paying the amount stated on our invoice; or (iii) allowing our owned equipment to remain on your property for at least thirty (30) days. These Terms and Conditions will become effective upon your receipt of any products or equipment from us as described in more detail below. Unless your propane supply agreementdoes not permit modification, this shall serve as a notice of terminationof your previous agreement and an offer to do business under these Termsand Conditions. Please contact us at 1-800-GET-WARM (or visit your localSandifer’s office) if you have any questions or concerns.
I. SAFETY INFORMATION. Safety information has been or will be supplied to you. Additional safety information is available at www.sandiferslp.com. Should you smell propane or experience any adverse propane conditions or safety-related matters, you should immediately dial 9-1-1 and contact 1-800-GET-WARM (or contact your local Sandifer’s office). We recommend that you obtain a propane detector.
II. TERM. Your term shall begin on the date on which we first provide Products or Services to you, and unless you have a signed agreement stating otherwise, shall continue for three (3) years (the “Term”). The Term will automatically renew from year to year unless otherwise terminated by you or us.
a. Each party shall have the ongoing right to terminate this Agreement by providing at least thirty (30) days prior written notice. If you have leased Equipment from us and terminate this agreement prior to its expiration of the Term, you agree to pay a pick up fee (as described in more detail below), any installation fees that we may have previously waived, and an amount equal to the monthly rent for such leased equipment, if any, multiplied by the number of months remaining for the Term of the agreement. Notwithstanding anything herein to the contrary, to the extent we have provided Equipment to you at no charge, you also agree to pay an amount equal to the monthly rent we otherwise would have charged, as reasonably determined by us, multiplied by the total number of months in the Term.
b. We have the right to terminate this Agreement immediately, in the event: (i) you fail to timely make any payment and do not cure such failure within thirty (30) days after receiving notice; (ii) you suspend your business operations, make an assignment for the benefit of creditors, become insolvent or file or have filed against you a bankruptcy or insolvency proceeding that is not dismissed within thirty (30) days from its filing; or (iii) a receiver, liquidator or trustee is appointed for you or any of your property. If we terminate the Agreement pursuant to this section, you agree to pay to us an amount equal to the rent for all equipment provided by us during the month of termination multiplied by the number of months remaining under the then current Term.
c. Unless required by law or as expressly stated herein, we do not repurchase Product remaining in the Equipment or provide Customer refunds for any unused Product. If we decide to repurchase the remaining Product, the repurchase price will be based upon the lower of the price paid by you our then current Product Price less the amount of any fees that might apply.
IV. SERVICES AND MAINTENANCE.
a. We will provide propane delivery or other propane related services pursuant to these Terms and Conditions (the “Services”). As part of the services, we will provide HD-5 grade propane or chemical compound of c3h8(the “Product”), on a fixed schedule to be mutually agreed or as and whenrequested.
b. If necessary for the performance of the Services, including with respect to the installation and maintenance of any equipment and the delivery/removal of Product, you hereby grant and convey to us (as well as our designees, agents, successors and assigns) a nonexclusive license (the“License”), across, under, over, within and through your premises (the“Premises”).
c. In connection with the License, you agree to provide us with safe and unimpeded access to the Premises and any equipment provided by us, as well as the accompanying Product distribution system and related equipment, if any. Such access shall be free of ice, snow, water, and other hazards. You will mark and identify the location of any and all septic systems, leach pits, underground ponds and similar features and/or hazards.
d. In our sole discretion, we may refuse to deliver Product or perform the Services if we believe that doing so will pose an unnecessary risk ofinjury or harm to our employees, you, or any equipment.
e. You agree that we may lock off any equipment, or suspend Services if we reasonably believe that an unsafe condition exists or you have failed to timely pay any amounts owed as described below.
f. Upon your request following the expiration or termination of your agreement, we will pick up any equipment leased by us to you, subject to any applicable Additional Fees. If any Product remains in the Equipment, we will provide a credit to you in an amount equal to the value of any Product removed from the Equipment by us less the amount of any fees that might apply.
g. You are responsible for all costs of the excavation and removal of any equipment you lease from us. We are not responsible for furnishing fill, resurfacing, landscaping or restoring your property to its previous condition upon removal. You will be billed on an hourly basis for this work with local labor rates prevailing, unless other arrangements are provided. The charge to remove any underground equipment can vary greatly and can depend upon the size and access to the equipment, soil conditions and other impediments. We may charge you for the value of the underground equipment in lieu of physically removing the equipment from your premises.
h. We will deliver Product to you through one of the following:
1. Automatic – We will deliver the Product to you on a fixed schedule; or
2. Will Call – We will deliver the Product to you following a request for delivery. To ensure you receive your Product in time, we recommend that you contact us to request delivery when your equipment is twenty-five percent (25%) full. For will call delivery You must purchase at least one hundred (100) gallons of Product if your location is not on one of our scheduled delivery routes or seventy-five (75) gallons of Product is your location is on one of our delivery routes.
V. LEASED EQUIPMENT. If you have elected to lease a propane storage tank or cylinder, a regulator or any other related equipment (collectively, the “Equipment”), from us, then:
a. You will not, and will not allow any other person to, make any adjustments, connections or disconnections to the Equipment or remove or pump-out any Product from the Equipment without our written consent.
b. We will retain title to the Equipment. You will not permit liens, security interest or encumbrance on the Equipment.
c. We may lease certain Equipment to you to which we do not Supply Product. You agree to handle, connect, and use such Equipment.
d. You agree to provide us notice as soon as reasonably possible before you sell your premises or the lease on your premises ends.
e. You will notify us immediately if any Equipment malfunctions. Unless Equipment is damaged or destroyed by you, we shall, at our sole cost and expense, keep the Equipment in good repair.
f. While the Equipment is in your possession, you bear the sole risk of loss. If Equipment is destroyed, lost, stolen, damaged beyond repair, you shall promptly pay us the replacement value of the Equipment.
g. Only Product sold by us may be placed into the Equipment (unless we have otherwise agreed in writing to lease you Equipment for propane provided by other suppliers).
h. You agree to pay rent for the Equipment as set forth in Section 8(b)(11) and as may be invoiced as set forth in Section (8)(d).
VI. CUSTOMER OWNED EQUIPMENT. If you provide any equipment for the storage of Product or any other related equipment, then you:
a. Represent that You have the lawful right to use such equipment and to have such equipment filled with Product. You agree to indemnify, defend, and hold us harmless for any fees or fines imposed on us resulting from our filling of your equipment in reliance on your representation;
b. Represent that Your equipment is of good quality and free from all defects, has never contained any material other than the Product (e.g. water), and that there are no known issues with the equipment valves;
c. Represent that You are responsible for the maintenance and repair of your equipment, including as required to comply with applicable laws and regulations;
d. Represent that You shall notify us in the event that you disconnect your equipment or add or remove appliances; and
e. To secure the payment of your obligations as set forth in Section VIII, you hereby grant to us a continuing first priority security interest in and lien upon your propane storage tank, if any, and any and all substitutions, replacements of such tank, and all proceeds of the foregoing.
VII. INSURANCE. If you are a Product wholesaler, you shall, at your sole cost and expense, procure and maintain in full force and effect policies of insurance with insurers of recognized reputation and responsibility, as required by applicable law.
VIII. PRICING AND PAYMENT TERMS.
a. Unless you enter into a fixed-pricing agreement, you agree to pay our price per gallon of Product in effect on the date of delivery (the “Product Price”). The Product Price is set at our discretion, and includes, among other things, our costs to procure and transport the Product and applicable taxes. The Product Price may vary depending upon the volume of Product purchased, equipment ownership, and competitive conditions.
b. Other fees and charges may apply depending on the services and equipment provided. Some, but not all, of the fees and charges are described briefly below. Please contact us at 1-800-GET-WARM (or contact your local Sandifer’s office) for specific questions and updated fee information. WE RESERVES THE RIGHT TO CHANGE THE AMOUNT OF THE FEES LISTED BELOW WITHOUT PRIOR NOTICE.
- . We apply a $5 fuel surcharge fee on every delivery of Product to your
- Leak Test Fee – if you are a “Will Call” customer and run out of Product, we may charge a $25 fee to confirm that any equipment is free from leaks (note that you must be present on your premises at the time of such test in order to give us access to all equipment operating on propane). This test may be required by law in certain circumstances;
- Meter Fee – if we provide a meter to you as part of the Equipment, we may charge an additional fee of $11.99 per month
- Monitor Fee – if we provide a monitor to you as part of the Equipment, we may charge an additional fee of $19.95 per month;
- Pump out/Restocking Fee – Upon termination of this agreement, if the Equipment contains Product in excess of 5% water capacity, we will pump out the Product from the Equipment for an additional fee of $150;.
- Valve Replacement Fee – If we replace a valve on a Customer owned tank, we may charge an additional fee of $150;
- Reconnect – If we lock off any of your equipment because you failed to make required payments, we will assess a fee in the amount of $85 in order to remove the lock, perform a leak check and put your equipment back into service;
- Check Return – This fee is intended to cover the deposit return fee assessed by financial institutions and related administrative expenses associated with the return of a customer check for any reason. This fee is $30;
- Service work – This fee applies when we are requested to perform diagnostic or other service work on Customer provided equipment. The following rates apply, as applicable to the type of work performed:
- Field work $85 hr per man
- Shop work $60 hr per man
- Plant Work $100 hr per man
- After Hours – This fee applies when you request a Product delivery after business hours, on weekends, or on holidays. This fee is $150.
- Equipment Pick Up – This fee applies when we are requested to come to the Premises to remove Equipment. Equipment that is above ground can be removed for a fee of $85 and equipment that is underground can be removed for a fee of at least $750 (the actual price for Equipment Pick Up depends on the pick up conditions);
- Tank Rent – this fee applies when we lease Equipment to you. The amount of the fee varies on the type and size of Equipment provided;
- Vaporizer Rental – This fee applies when we lease a vaporizer to you. The rent for a vaporizer varies based on the size and scope of [job]; and
- Trailer rental – this fee may apply when we lease a trailer to you.
c. You shall, as soon as reasonably possible following receipt of an offer from an alternative propane supplier, provide notice of the propane pricing contained in such offer. We may elect to revise the Product Price to match such supplier’s pricing.
d. We will invoice you from time to time for the Pricing and any Additional Fees, if applicable (each, an “Invoice”).
e. Payment Options. You may make a payment to us via: (i) [exact cash/credit/check] upon delivery of the Product; (ii) autopayment via the customer portal on Sandifer’s website; (iii) or [cash/credit/check] within thirty (30) days unless otherwise set forth on the applicable Invoice. You may not withhold, offset, recoup or debit any amounts that we may owe to you from any Invoice amount due. (for other options, please visit our website or give us a call)
f. If you fail to timely pay all amounts owed, we may add a monthly late charge of 1.5% per month or 18% annually. If you fail to make a payment on your outstanding amount owed, we may, after providing written notice to you, suspend service and/or place a lock on Leased Equipment.
IX. LIMITATION OF LIABILITY.
a. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER A CLAIM OR REMEDY IS SOUGHT IN CONTRACT, TORT OR OTHERWISE. WE ARE NOT LIABLE FOR ANY LOSS SUSTAINED BY YOU AS A RESULT OF THE EXHAUSTION OF YOUR PRODUCT SUPPLY, INCLUDING WITHOUT LIMITATION, DAMAGE TO YOUR PREMISES OR FIXTURES THEREON RESULTING FROM WATER DAMAGE FROM FROZEN PIPES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT SHALL OUR AGGREGATE LIABILITY, REGARDLESS OF THE BASIS FOR SUCH LIABILITY, EXCEED THE TOTAL AMOUNT RECEIVED BY US DURING THE TERM.
b. WE will not be liable to YOU for chemical deterioration or evaporation of Product after such Product has been DELIVERED TO YOU.
X. DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT OR EQUIPMENT OR SERVICE PERFORMED UNDER THESE TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
XI. INDEMNIFICATION. Each party agrees to indemnify, defend and hold the other harmless from and against any and all claims, liens, demands, suits, damages and liabilities for personal injuries, death, and/or property damage, arising out of or caused by: (i) any negligent act or omission of that party, its agents or employees; or ii) any breach of the terms of this agreement. Further, you agree to indemnify us for any legal liability arising from our presence on the Premises to the extent such presence is directed or requested by you.
XII. EXCUSED PERFORMANCE. We will not be responsible for any delay or damages caused by events or circumstances beyond our reasonable control, including without limitation, acts of God, fire, storms, floods, labor disputes, wars, hostilities, terrorism, changes in laws or regulations, our inability to obtain Product or equipment, as well as terminal, refinery, pipeline, or transportation disruptions. Under any of these or similar circumstances, we may allocate Product and equipment among our customers in any manner that we deem reasonable.
XIII. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREIN.
a. In the event that a dispute on any matter arises between the parties in connection with any aspect of this Agreement or the interpretation hereof a “Dispute”), and such Dispute shall not have been resolved pursuant to good faith discussions between you and us, then any party to this agreement involved in such Dispute may elect by written notice (the “Arbitration Notice”) to the other party, to have the Dispute subjected to arbitration as provided in this Section XIV (the “Arbitration”). The Arbitration shall be held in Dallas, Texas in English and in accordance with the commercial rules of the American Arbitration Association then in effect (the Rules”). The arbitral panel shall consist of one arbitrator appointed in accordance with such Rules. The facts and circumstances of the Dispute and all other relevant matters shall be presented to the arbitrator within sixty (60) days after the effective date of the Arbitration Notice. The arbitrator shall consider the Dispute and issue a written decision setting forth the resolution of the Dispute or the method for determining the resolution of the Dispute decided upon by them. The arbitrator shall be empowered to issue one or more interim decisions prior to the full hearing of the case, requiring a party to the proceeding to do or to abstain from doing such acts as shall be specified in the interim decision. The Arbitration shall be completed within not more than six (6) months after its commencement. The decision of the arbitrator pursuant to this Section XIV shall be final and binding upon the parties involved and judgment thereon may be entered into by any court having jurisdiction.
b. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR RATHER THAN A JUDGE OR JURY. BY THIS ARBITRATION AGREEMENT, YOU AND COMPANY WAIVE THE RIGHT TO PROSECUTE OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE ACTION. UNLESS YOU AND COMPANY AGREE OTHERWISE IN WRITING, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION OR COLLECTIVE BASIS, AND NEITHER THE ARBITRATOR NOR THE JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF TO THAT INDIVIDUAL PARTY. THIS CLASS AND COLLECTIVE ACTION WAIVER IS A MATERIAL AND ESSENTIAL PART OF AND CANNOT BE SEVERED FROM THIS ARBITRATION AGREEMENT.
XV. CHANGES TO THE TERMS AND CONDITIONS. We reserve the right to amend this agreement (other than price per gallon, fees, rates, and charges, which may be changed without prior notice) at any time by giving you prior written notice of the change(s). The notice may be in the form of a bill insert, email, or other written notification. This agreement may not be modified orally and describes the entire agreement between us and you with respect to its subject matter. Any prior arrangement, agreement, contract, representation, warranty, purchase order, bid, proposal, offer, or other communication, written or oral, that is inconsistent with this agreement, is superseded and of no force or effect. For the avoidance of doubt, this agreement does not replace, amend, or eliminate your prior fixed propane pricing, exclusivity, or volume contract commitment(s).
XVI. SEVERABILITY. If any provision of these Standard Terms and Conditions is determined to be invalid under applicable law or unenforceable by a court, such provision shall be deemed to be restated to reflect, as nearly as possible, the original intention of this Agreement in accordance with applicable law. The remaining terms will remain unaffected by the invalid or unenforceable term, and each term will continue to be valid and enforceable to the fullest extent of the law
XVII. NOTICE. Any notice shall be sent to us by U.S. mail, postage prepaid, at PO Box 3671 Port Arthur, tx 77643, Attn: Richard Sandifer. Notice to you may be in the form of a bill insert, stand-alone mailing, email or other written notification.
XVIII. WAIVER. No failure or delay by either party in requiring strict performance of any provision of this agreement, no previous waiver or forbearance of the provisions of this agreement by either party and no course of dealing between the parties shall in any way be construed as a waiver or continuing waiver of any provision of this Agreement.
XIX. SURVIVAL. Notwithstanding anything herein to the contrary, Sections I, V, VIII, IX, X, XI, XIII, and XVI, as well as any other Sections that expressly or impliedly survive expiration or termination, shall survive the expiration or termination of this Agreement.