AmeriGas - America's Propane Company

Terms & Conditions for Non-Residential Customers

These terms and conditions apply to the relationship between AmeriGas L.P. and/or AmeriGas Eagle Propane, L.P., d.b.a AmeriGas (hereinafter and in all documents ancillary hereto referred to as the “Company”), P.O. Box 965, Valley Forge, PA 19482 and its non-residential customers.

1. Equipment. The Company agrees to install and to lease to Customer at Customer’s premises or delivery address, the propane storage tank or cylinders and related equipment listed in Attachment B (the "Equipment"). Customer shall be liable for all loss of and damage to the Equipment while in Customer’s possession, normal wear and tear excepted. Customer will promptly surrender to the Company all of the Equipment when this Agreement is terminated for any reason. The number of cylinders and tanks may be changed from time to time based on Customer’s needs and usage and Attachment B and this Agreement may be amended through the use of one or more Sales & Service Orders, which shall become part of this Agreement. Any Equipment that is lost or damaged during the term or is not returned at the end of this Agreement will be billed to Customer at replacement cost. Customer authorizes the Company to replace its Equipment at any time with no changes in the obligations of this Agreement. If the Company replaces the Equipment with equipment of different capacity, the annual rental charges, if any, shall be adjusted to those that are currently being charged for the Equipment which is substituted.

2. Propane Supply. Customer will purchase from the Company all of the propane Customer requires for use at Customer’s premises, or the delivery address listed above, during the term of this Agreement. FOR SAFETY AND OTHER REASONS, CUSTOMER AGREES THAT ONLY PROPANE SOLD BY THE COMPANY SHALL BE USED WITH THE EQUIPMENT. If Customer violates this provision in any respect, Customer shall be deemed to have breached this Agreement and will be subject to the provisions of paragraph 25.

3. Term. The term of the Terms & Conditions varies based upon the specific agreement between AmeriGas and the individual customer.

4. Fees, Rates and Charges. Customer agrees to pay the Company’s applicable non-refundable fees, rates and charges in effect on the date that propane or Equipment is delivered or services are rendered, including a Hazmat and Safety Compliance Fee and a Cylinder Requalification Fee, where applicable. The Hazmat and Safety Compliance Fee appears on Company’s invoice and helps offset certain Company costs incurred in complying with various governmental regulations applicable to the storage, transportation and/or handling of propane. The Hazmat and Safety Compliance Fee is not required by federal, state or local law and any amounts collected are not remitted to any governmental agency. The Company reserves the right to change its fees, rates or charges from time to time without prior notice to Customer. By accepting delivery of propane or by paying any changed fee, rate or charge, Customer will be deemed to have agreed to the changes. Customer agrees to pay any taxes and licenses, permit or inspection fees associated with the sale or use of the propane and Equipment covered by this Agreement. AmeriGas reserves the right to charge and Customer agrees to pay the equipment rental charge established by AmeriGas, where applicable. In order to offset the effects of inflation, Customer agrees that as of each anniversary date of this Agreement, the current selling price of propane may be increased by the greater of 3% or the percentage increase of the Consumer Price Index, Urban Wage Earners and Clerical Workers, All Items, U.S. City Average (1982-84=100) ("CPI") over the prior year. If the CPI is discontinued or revised, such other similar index or computation with which it is replaced will be used in order to obtain substantially the same result as would be obtained if the CPI had not been discontinued or revised. All decimals will be rounded-up to the next cent. This inflation adjustment shall be separate and apart from any other changed fee, rate or charge and shall not trigger any provision of paragraph 12.

5. Payment Terms. Customer agrees to pay all invoices within thirty (30) days of the date of the invoice. If Customer fails to pay any fees, rates or charges when due, Company may assess a late charge of $22 or 1 1/2% of the past due balance, whichever is greater. The Company reserves the right to require payment in advance and to require Customer to post a cash deposit, which may be applied by the Company at any time in whole or in part to any outstanding balance. For ease of processing and payment, Customer agrees to accept an invoice in lieu of a delivery ticket.

6. Title to Equipment. All Equipment leased by the Company to Customer will remain the property of the Company and shall not become a fixture or a part of the Customer’s real property. Customer will not, nor will it allow anyone other than Company, to pump-out or make any adjustments, connections or disconnections to the Equipment or remove the Equipment without written permission from the Company. Customer shall notify the Company immediately if the Equipment is damaged, appears defective, malfunctions or if Customer experiences any problems with the Equipment. Notwithstanding the foregoing, unless expressly listed on Attachment B, the propane line running from the tank to the Customer’s premises shall become the property of the Customer upon installation and the Customer shall be billed by Company for any necessary repairs or work needed on that line.

7. Access to Equipment. Customer grants the Company the right to enter Customer’s premises at any time to deliver propane or to install, repair, service or remove any or all of the Equipment, or to perform any other services that the Company deems necessary under this Agreement, without prior notice, judgment or other process of law. Customer agrees to provide safe, free and unimpeded access to the tank and related Equipment, including but not limited to access that’s free of ice, snow, water, mud and other debris.

8. Disclaimer of Warranties. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPANE, EQUIPMENT OR SERVICE NOW OR HEREAFTER SUPPLIED PURSUANT TO THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND BUSINESS INTERRUPTION DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER A CLAIM OR REMEDY IS SOUGHT IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. THE COMPANY IS NOT LIABLE FOR ANY LOSS SUSTAINED BY CUSTOMER AS A RESULT OF THE TEMPORARY EXHAUSTION OF CUSTOMER’S SUPPLY OF PROPANE.

10. Indemnification. Customer agrees to indemnify, defend and hold Company harmless from and against any and all claims, liens, demands, suits, damages and liabilities for personal injuries and/or property damage, arising out of or caused by any negligent act or omission on the part of Customer, its agents or employees.

11. Termination. Either party may terminate this Agreement at the expiration of the original term, or any anniversary thereof, by giving the other party at least ninety (90) days prior written notice. The Company may terminate this Agreement at any time and without prior notice or take such other action as may be permitted by law if Customer fails to satisfy any of the terms and conditions of this Agreement. Customer agrees to pay Company’s service termination fee and/or restocking charge at the termination of this Agreement. If the Company files suit against Customer to enforce any of the terms and conditions of this Agreement, or to recover possession of any of its Equipment, Customer shall pay the Company’s reasonable costs, including all of the Company’s attorneys’ fees, to the maximum extent permitted by law. The foregoing shall be in addition to all other remedies that Company shall have either at law or in equity.

12. Meet Competition Clause. Company has the right, from time to time, to revise the price(s) under this Agreement. If within thirty (30) days after the revision the Customer furnishes Company with a copy of a bona fide firm written offer from an established propane supplier to sell propane at the designated location in the same quantity under similar terms and conditions at a lower price than Company’s revised price, Company may within ten (10) days either meet the lower price or rescind the price change. If Company fails to do so, Customer may, at its option, upon thirty (30) days written notice to Company, cancel and terminate this Agreement. If Company agrees to meet the lower price or revert to its previous price, Company has the right to extend the term of this Agreement until the end of the contract term specified in the firm written offer. If Customer elects to terminate this Agreement, Customer is responsible for all Equipment removal costs and service termination fees.

13. Excused Performance. The Company shall not be responsible for any delay or damages caused by events or circumstances beyond its reasonable control, including without limitation acts of God, fires, storms, floods, wars, hostilities, terrorism, compliance with laws or regulations, the Company’s inability to obtain propane from its customary suppliers, terminal, refinery or pipeline disruptions, allocation programs, lack of or inadequate transportation facilities, or other similar causes. Under any of these circumstances, the Company may in its sole discretion allocate propane and equipment among its customers.

14. Restoration of Property. Customer acknowledges that installing, servicing or removing propane service can result in disruption to the Customer’s property and grounds and therefore Customer agrees to be responsible for all of the costs associated with the excavation and removal of equipment. Customer also releases Company from furnishing fill, resurfacing or restoring Customer’s premises to its previous condition unless Company has been grossly or intentionally negligent.

15. Assignability. Customer may not assign this Agreement without the prior written consent of the Company. The Company may assign or pledge this Agreement as collateral without notice to or consent of Customer.

16. Training. Customer will properly train each of its employees, or any individual who handles propane or uses the Equipment, as to how to safely fill and use propane. Customer will not allow anyone to handle propane or use the equipment unless and until that individual has been properly trained to do so. It is Customer’s responsibility to provide Company with written notice if Customer, or any of its employees or agents, need additional training in order to comply with this provision. If Customer fails to comply with any portion of this provision, then Customer agrees it shall be solely responsible for any and all injuries or damages that result, and Customer will indemnify, defend and hold Company harmless from all claims, suits, demands and judgments, including those claims brought by Customer’s employees or agents.

17. Modifying the Agreement. This Agreement is the final understanding between the Company and the Customer. This Agreement may not be modified orally and any attempt by the Customer to enforce a prior representation or warranty, whether it was written or oral, shall be null and void. AmeriGas reserves the right to change the applicable terms and conditions (other than fees, rates, surcharges and other charges which may be changed without prior notice) at any time by giving Customer thirty (30) days prior written notice of the change. The notice of change may be in the form of a bill insert or other written notification. By accepting delivery of propane or by paying any fees, rates, surcharges or other charges after Customer has been given notice of changes, Customer will be deemed to have agreed to the changes.

18. Claims. Aside from credit or collection matters, Customer and Company agree that upon the request of either party, any dispute or controversy between the parties that in any way arises out of or relates to this Agreement or Company’s provision of goods or services to Customer, will be decided by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Neither Customer nor Company shall be entitled to arbitrate joint or consolidated claims by or against other customers, or arbitrate any claim as a representative or member of a class or in or as part of a private attorney general capacity. Judgment upon any arbitration award shall be final and binding on Customer and Company and may be entered in any court having jurisdiction. If a court of competent jurisdiction, or an arbitrator with authority to adjudicate the matter, should declare all or any part of this arbitration provision invalid or unenforceable, then the remainder of this arbitration provision shall be valid and enforceable to the fullest extent permitted by law. In the absence of this arbitration provision, you may have otherwise had an opportunity to litigate claims in court and/or to have claims decided by a jury. Within thirty days of receipt of this arbitration provision, Customer can elect to opt out of this provision (that is, exclude it from this Agreement) by sending a written notice to AmeriGas by certified mail at Box 965, Valley Forge, PA 19482, Attn: Law Dept. stating that Customer wishes to opt out of this arbitration provision.

19. Enforceability. If any part of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement will continue to be valid and enforceable.

20. Notice. Any notice under this Agreement shall be sent by U.S. mail, postage prepaid, to the Company at the address of the Company shown on invoices received by Customer, and to Customer at the address stated above. Notice is effective upon mailing.

21. Waiver. If the Company delays in exercising any of its rights under this Agreement, the Company will not be prevented from exercising its rights at a later date. The Company’s waiver of any breach of this Agreement at any time shall not excuse future breaches by Customer.

22. Authority to Sign. The undersigned individuals warrant that each is a representative of his or her respective party and has been duly authorized and empowered to execute this Agreement on behalf of the party they represent.

23. Survival. All covenants, conditions and indemnifications contained in this Agreement which may involve performance subsequent to any termination of this Agreement, or which cannot be ascertained or fully performed until after termination of this Agreement, shall survive.

24. Warnings. CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS THE SAFETY WARNINGS CONTAINED ON THE REVERSE SIDE OF THIS AGREEMENT. Customer shall distribute a copy of the safety warnings contained on the reverse side of this Agreement to anyone who will be handling the propane or Equipment.

25. Breach. In the event Customer breaches this Agreement, Company shall be entitled to recover from Customer all costs or losses incurred by Company as a result of the breach, including all of Company’s attorneys’ fees. If Customer breaches paragraph 2 of this Agreement, Customer will forfeit to Company all of the propane (or the value thereof) that was delivered to Customer by another propane supplier. In addition, Customer shall be obligated to pay to Company all of Company’s projected profits on Customer’s account for the remainder of the term.

26. Customer-Owned Equipment. For Customer-owned equipment, the following provisions do not apply: paragraph 1, the Cylinder Requalification Fee and tank rent in paragraph 4, paragraph 6, the removal provisions in paragraphs 7 and 12 and the restocking provision in paragraph 11.