TERMS AND CONDITIONS: USE OF THE WEBSITE TO ORDER FUEL
1. THESE TERMS
1.1 What these Terms cover. These Terms shall govern your use of the Website (as defined below) for comparing prices and ordering Fuel (as defined below).
WE DO NOT SUPPLY FUEL. FUEL IS SUPPLIED BY FUEL DEALERS.
1.3. Please read these Terms carefully before you use the Website to compare prices and/or to submit your order for Fuel. These Terms may have been modified since your last visit to the Website. If you do not agree to these Terms, please do not continue to use the Website to order Fuel or compare l prices. You may use the Website for the purpose of comparing prices and ordering Fuel only; any other use of the Website is strictly prohibited. YOU MAY NOT USE THE WEBSITE IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE A RESIDENT (I.E., IF YOU ARE A MINOR).
1.4 When you use the Website, send emails to us, or register for a Membership (as defined below), you are communicating with us electronically. You consent to receive communications from us electronically and agree that all agreements, notices, or disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
1.5 While using the Website, you agree not to submit a request to purchase Fuel that you do not intend to have completed or that you do not intend to pay for.
2.1 When these Terms were last modified. These Terms were last modified on October 1, 2020.
2.2 Definition of certain words used in these Terms: In these Terms references to:
2.1.1 “Dealer Conditions” means the terms applicable to the supply of Fuel to you by a Fuel Dealer;
2.2.2 “Fuel” means heating oil and/or bio fuel;
2.2.3 “Fuel Dealers” means the providers of the Fuel featured on the Website;
2.2.4 “Member” means any person that has a valid membership contract with us for use of the Website and “Membership” means that membership;
2.2.5 “Terms” means these Terms and Conditions;
2.2.6 “we” or “us” or “our” means BoilerJuice, Inc.; and
2.2.7 “Website” means www.boilerjuice.com.
2.2.7 “Website Content” means all content of any type (including, without limitation, graphics, designs, text, information, and sounds), that is available, presented, or stored on the Website.
3. INFORMATION ABOUT US AND HOW TO CONTACT US
3.1 Who we are. We are BoilerJuice, Inc., a Delaware corporation.
3.2 What we do. We own and operate the Website which we make available to you to use to find and make orders for Fuel sold by the Fuel Dealers. We act as the agent of each Fuel Dealer in administering the ordering process for Fuel on their behalf. We will take payment for the Fuel and transmit the details of your order to the relevant Fuel Dealer and, on behalf of the relevant Fuel Dealer, send you a confirmation email for the order placed. We do not supply Fuel.
3.3 How to contact us. You can contact our customer service team at
email@example.com or in the manner indicated on the Contact Us page of the Website.
4. MEMBERSHIP AND TANK ACCOUNT
4.1 You need to create an account to become a Member. To become a Member, you will need to create an account on the Website. Membership is free. Membership does not guarantee that we will be able to find a suitable Fuel Dealer for you. You can cancel your Membership at any time by contacting us. You may not register for more than one Membership, or register for a Membership on behalf of someone else.
4.2 You must ensure that we have accurate information about you. You must provide accurate and complete registration information and keep that information up to date at all times.
4.3 Your username and password. You will need a username and password in order to access your account on the Website. It is your responsibility to keep this information secret and confidential and not to disclose it to any other person. If you think that somebody else might know your username or password then you must (i) notify us immediately, and (ii) log in to your account and change these as soon as possible.
4.4 We may disable your account. We may disable your account at any time if you fail to comply with any of these Terms, you misuse the Website (including, without limitation, by using the Website in any manner that constitutes a violation of these Terms or applicable law), or if we determine that your use of the Website creates a security risk (in each case, as determined in our sole discretion).
5.1 YOUR CONTRACT FOR THE SUPPLY OF THE FUEL IS WITH THE FUEL DEALER.
5.2 What terms apply to the contract between you and the Fuel Dealer. The Fuel Dealer will provide the Fuel to you in accordance with the Dealer Conditions, a copy of which is attached hereto as Exhibit A. The Dealer Conditions contain important information such as how the Fuel Dealer will provide the Fuel to you, how you and the Fuel Dealer may change or end the contract for the supply of the Fuel, and what to do if there is a problem. Please review any such terms and conditions before you make your order. We will not be a party to, we make no representation or warranty regarding, and, without limiting the other limitations on our liability set forth herein, we expressly disclaim any liability related to, any agreements that you enter into with Fuel Dealers.
6. FUEL INFORMATION
6.1 The information about the Fuel is provided by the Fuel Dealers and we do not make any representations about the Fuel of any type or nature. The information placed on the Website relating to the Fuel has been provided to us by the Fuel Dealers. We have not conducted any quality or other checks on the Fuel and, without limiting the disclaimers set forth in Section 8.5.2 of these Terms, we make no representations about the safety, suitability or the quality of Fuel for sale through the Website.
6.2 We do not guarantee the accuracy of the information. We have requested that the Fuel Dealers provide accurate information to us but we cannot guarantee, and, without limiting the disclaimers set forth in Section 8.5.2 of these Terms, make no representations or warranties regarding, the accuracy of such information. The relevant Fuel Dealer is responsible for the accuracy of the information.
7. OUR RIGHTS TO INSTRUCT THE FUEL DEALER TO CANCEL YOUR ORDER
7.1 We may instruct the Fuel Dealer to cancel your order if you violate these Terms or any other agreement with us or with the Fuel Dealer. We may instruct the Fuel Dealer to cancel an order if you violate these Terms or any other agreement with us or if you violate the applicable Fuel Deal’s Terms or any other agreement with the Fuel Dealer.
7.2 We will use reasonable efforts to contact you if we cancel your order. In the event that your order is to cancelled in accordance with Section 7.1, we will use reasonable efforts to contact you as soon as reasonably possible to notify you using the contact details you provided at the time of placing your order.
8. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
8.1 We are not responsible to you for any losses or damages caused by or related to (i) the Fuel Dealers in connection with the contract with the Fuel Dealer, (ii) the provision of the Fuel, or (iii) your use of the Fuel.
If a Fuel Dealer fails to comply with the applicable Dealer Conditions, the Fuel Dealer will be responsible for any loss or damage you suffer subject to the provisions of such Dealer Conditions. We are not liable for the provision of the Fuel or any Fuel Dealer’s compliance with the applicable Dealer Conditions, and in no event shall we be responsible for any act or omission of a Fuel Dealer. Furthermore, in no event shall we be liable for any losses or damages caused by your use of the Fuel.
8.2 We are not responsible for any losses or damages caused by or related to your use or storage of the Fuel. In no event shall we be liable for any losses or damages caused by your use or stroage of the Fuel. Without limiting the foregoing, we expressly disclaim all liability, and shall have no obligation with respect to, ensuring (i) the safety and proper functioning of the tank system(s) in which the Fuel purchased by you is desposited and stored, (ii) that the tank system(s) in which the Fuel purchased by you is desposited and stored is properly maintained and is in good working order, and (iii) that the storage and use of the Fuel by you complies with all applicable laws and regulations.
8.3 We do not perform tank inspections. We do not perform, and we disclaim any and all liabilities arising in connection with the performance of, any inspection of the tank system(s) in which the Fuel purchased by you is deposited and stored. Notwithstanding the foregoing, we may request, as a condition to your purchase of Fuel and/or maintaining your membership, that you provide photographs of your tank(s) to us. You shall be solely responsible for the ensuring accuracy and completeness of such photographs, and we expressly disclaim any and all liability with respect to such photographs. We shall be permitted to provide copies of such photographs to Fuel Dealers and other third parties in our sole discretion, and you hereby expressly and irrevocably waive any right of privacy and any and all claims under applicable laws with respect to the provision of such photographs to Fuel Dealers or other third parties.
8.4 We are not responsible for delays outside our control. If performance of our obligations under these Terms is delayed by an event outside our control, we will notify you as soon as possible and will take commercially reasonable measures to minimize the effect of the delay. In the event that the performance of our obligations under these Terms is delayed for more than five (5) business days by an event within our reasonable control, we will, upon your request, provide you with a refund for any Fuel you have paid us for but not received.
8.5 Domestic/Private Use Only. We only supply the ordering services and Website for domestic and private use. If you use the ordering services or Website for any commercial or business purpose then, without limiting any other limitations on our liability set forth herein, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.6 Our liability under these Terms is limited to the fullest extent permitted by law, and further:
8.6.1 In no event shall we be liable for (i) any consequential, incidental, indirect, special, or punitive damages, (ii) the cost of obtaining substitute goods, (iii) any damages or losses suffered or incurred by any third-party, or (iv) any claim pursuant to these Terms that is brought more than 1 year after the act or omission giving rise to such claim.
8.6.2 OUR OBLIGATIONS HEREUNDER ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE BASIS” AND, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, WE EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER STATUTORY, EXPRESS, OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY REPRESENTATION OR WARRANTY ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE; and
8.6.3 IN NO EVENT SHALL OUR CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE ACTUAL AMOUNT PAID BY YOU TO US FOR THE PURCHASE OF FUEL.
9. HOW WE MAY USE YOUR PERSONAL INFORMATION
10. OUR RIGHT TO MODIFY THESE TERMS; AVAILABILITY OF WEBSITE
10.1 We may modify, change, or amend these Terms from time to time in our sole discretion and without notice. Please look at the section “When these Terms were last modified” to see when these Terms were last modified. No other modification of these Terms will be enforceable without our prior written consent.
10.2 Every time you use the Website to place an order for Fuel, the Terms in effect as of that at time will apply.
10.3 The Website may be unavailable from time to time for maintenance or other reasons. Without limiting the other limitations on our liability set forth herein, we assume no responsibility for such availability or for any error, omission, interruption, deletion, defect, or delay in operation or transmission arising in connection therewith.
11. WEBSITE CONTENT. All Website Content is proprietary property of us and our licensors, and we shall retain all right, interest, and title in and to all Website Content. You will not alter, modify, copy, distribute, frame, reproduce, republish, download, display, post, or transmit in any form or by any means, in whole or in part, any Website Content.
12. OTHER IMPORTANT TERMS
12.1 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
12.2 We may transfer our obligations under these Terms to someone else. We may transfer our rights and obligations under these Terms at our discretion. We will notify you in writing upon any such transfer.
12.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms with our prior written consent.
12.4 Nobody else has any rights under these Terms. This Terms are for the sole benefit of you, us, and our respective permitted assigns and nothing herein, express or implied, will give or be construed to give any other person any legal or equitable rights hereunder.
12.5 Severability. If any provision of these Terms or the application thereof is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision and such invalid, illegal or unenforceable provision will be reformed, construed and enforced as if such provision had never been contained herein and there had been contained in these Terms instead such valid, legal and enforceable provisions as would most nearly accomplish the intent and purpose of such invalid, illegal or unenforceable provision.
12.6 Even if we delay in enforcing this contract, we can still enforce it later. No failure or delay by us in exercising any right, power, or privilege under these Terms will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.7 Governing Law. These Terms are governed by, and shall be construed in accordance with, the laws of the State of Delaware without regard to, or application of, any rule or principle related to the conflict of laws.
12.8 Arbitration. All claims and disputes arising under or related to these Terms shall be settled by binding arbitration in Boston, Massachusetts. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party in such arbitration shall be entitled to recover its reasonable costs and expenses (including attorneys’ fees) from the non-prevailing party. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
12.9 Headings. The headings in these Terms are for convenience of reference only and will not control or affect the meaning or construction of any provision of these Terms.
12.10 Successors and Assigns. These Terms will be binding upon, and inure to the benefit of, the parties and their respective permitted assigns.
These Dealer Conditions will form the basis of the Contract between you and the Fuel Dealer from whom you are purchasing Fuel. By placing an order to purchase Fuel from a Fuel Dealer through the Website, you agree to become bound by these Dealers Conditions for the benefit of such Fuel Dealer.
THE CONTRACT FORMED BY YOUR ACCEPTANCE OF THESE DEALER CONDITIONS WILL BE BETWEEN YOU AND THE FUEL DEALER ONLY. NEITHER BOILERJUICE, INC. NOR ANY BOILERJUICE AFFILIATE WILL BE A PARTY TO SUCH CONTRACT. BOILERJUICE, INC. AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING, AND EXPRESSLY DISCLAIM ANY LIABILITY RELATED TO, THIS CONTRACT OR ANY OTHER AGREEMENTS THAT YOU ENTER INTO WITH FUEL DEALERS.
These Dealer Conditions (“Dealer Conditions”) are considered part of the Contract (as defined below). These Dealer Conditions apply to the supply of Goods and services to both Business Customers (as defined below) and Domestic Customers (as defined below).
- Read the definitions set out in Condition 1 below carefully to identify on what basis you are contracting. Some Conditions will apply just to Business Customers and some just to Domestic Customers and these are clearly marked as such. If a Condition is silent on this subject, then it applies equally to both. The latest version of these Dealer Conditions may be obtained at any time from our website located at https://www.boilerjuice.com/us/terms; and
- Read these Dealer Conditions carefully to understand the terms upon which the Goods will be supplied.
Please note: if you are an individual buying heating fuel for your home then you are likely to be a Domestic Customer.
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions, unless the context requires otherwise, apply to these Dealer Conditions:
you or your means the person, company or other type of organisation that enters into this Contract to purchase Goods from the Dealer (and who will be either a Business Customer or a Domestic Customer);
BoilerJuice means the website operated by BoilerJuice, Inc. and located at https://www.boilerjuice.com/us/;
BoilerJuice, Inc. means BoilerJuice, Inc., a Delaware corporation;
Business Customer means any customer that is ordering or receiving Goods whilst acting in the course of his/her/its trade, business, craft or profession;
Charges has the meaning set out in Condition 6.1;
Conditions means the terms and conditions which govern the relationship between you and BoilerJuice, Inc. and pursuant to which Orders may be placed through BoilerJuice;
Contract means a contract under which the Dealer will supply Goods to you pursuant to, in accordance with and subject to the Dealer Conditions;
Domestic Customer means any customer that is acting as a consumer, that is a natural person who is not acting in the course of his/her/its trade, business, craft or profession with respect to ordering or receiving Goods;
Good Industry Practice means the exercise of such high degree of skill and care as would reasonably be expected from an appropriately skilled and experienced person with expertise in the relevant area, including the handling of and dealing with goods the same as or similar to the Goods;
Goods means the domestic heating oil or red diesel or other product(s) that the Dealer has agreed to supply to you and as ordered by you through BoilerJuice;
Order means an order placed by you for Goods through BoilerJuice;
Dealer means the Dealer of the Goods as notified to you by BoilerJuice;
Dealer Conditions means these Dealer Conditions which govern the Contract;
1.2 In these Dealer Conditions: references to the singular include the plural and vice versa; reference to one gender is to any gender; reference to a statute or statutory instrument is to such statute or statutory instrument as it is in force for the time being and includes any amendment, extension, application or re-enactment and any subordinate legislation made under it; headings shall not affect the interpretation of these Dealer Conditions; and the term including shall be construed without implying limitation (and variants of including shall be interpreted accordingly).
2. APPLICATION OF TERMS AND CONTRACT PROCESS
2.1 Subject to Conditions 2.2 and 2.3, these Dealer Conditions apply to all Contracts and set out the entire agreement between you and the Dealer to the exclusion of all other terms and conditions. Any terms or conditions which you or the Dealer put forward (whether endorsed on, delivered with or contained in your Order(s) or included in any other documents) do not form part of any Contract and any attempt by you to exclude, vary or limit any of these Dealer Conditions shall be void. You must ensure that you read and understand these Dealer Conditions because they will govern your dealings with the Dealer once a Contract is formed as described in Condition 2.4.
2.2 Any variation to these Dealer Conditions and any representation about the Goods shall have no effect and shall not form part of the Contract unless agreed to in writing by the Dealer. If you have any particular requirements then you must make them clear at the time you place your Order and if (at the Dealers discretion) the Dealer agrees to meet those requirements, then the Dealer will provide you with confirmation in writing.
2.3 Subject to Condition 6.2, the price payable by you to the Dealer (which payment shall be made via BoilerJuice) for the Goods shall be the price as set out on BoilerJuice for the applicable delivery option at the time you place your Order.
2.4 A Contract is formed (and these Dealer Conditions become binding on you) when BoilerJuice sends you a confirmation regarding an Order. Each Order which you place through BoilerJuice shall form a separate Contract.
3.1 The description of the Goods shall be as set out on BoilerJuice.
4.1 Unless otherwise agreed in writing, the Dealer will deliver the Goods to you at the address which you have specified for delivery on BoilerJuice.
4.2 Delivery of the Goods will be deemed to have taken place when upon discharge the Goods pass through the hose connection of the storage tank, container, receptacle, vessel or fill line (as the case may be) which you have provided for receiving delivery of the Goods.
4.3 The Dealer will take reasonable steps to deliver the Goods by the date specified at the time of the Order or, if none is specified, within a reasonable period of time. However, any delivery dates can be estimates only and the Dealer cannot guarantee that the Goods will be delivered on or by any particular date or time. Please be aware that the Dealers business is subject to marked seasonal fluctuations in demand and that during the winter months in particular the Dealer can be subject to the twin pressures of markedly increased demand and poor driving conditions so that you must allow extra time for deliveries and factor this into the Orders which you place. Time shall not be of the essence in relation to deliveries of Goods.
4.4 You must in respect of each delivery of the Goods:
4.4.1 ensure that all necessary arrangements are put in place for the safe acceptance of each delivery including (without limitation) ensuring that access to fuel storage tank is clear, available and safely accessible (noting that delivery vehicles are both larger and heavier than private cars) and ensuring that there is sufficient fuel storage tank capacity available and suitable for the Goods, such storage tank is clearly marked with product name (grade) and is in safe working capacity, delivery personnel are provided with a safe means to check the volume in the tank before and during delivery, and the delivery complies with any and all applicable laws and regulations. If the Dealer finds on delivery that it is unable to safely access the tank or the Dealer deems the tank to be in an unsafe condition, you will incur a minimum delivery fee of $100.00;
4.4.2 not mount or enter any vehicle used by the Dealer (or on the Dealers behalf) for the delivery of the Goods and the Dealer may stop the relevant delivery if you attempt to do so;
4.4.3 indicate to the Dealer the correct fill point in respect of your tanks (but note that the Dealer is not responsible for dipping, checking or testing your tank(s));
4.4.4 comply with any and all applicable laws and regulations in relation to the health and safety risks associated with the Goods;
4.4.5 Business Customers only: in the case of motor fuel, (i) ensure that you are properly licensed by the appropriate local authority to store motor fuel; (ii) ensure that the connecting hose is properly and securely connected to the filling point; and (iii) observe all the conditions of your fuel storage license (if any) and applicable law related thereto and not allow any smoking, naked lights, fires, stoves, or heating appliances of any description in the vicinity of the storage and the fill dip and vent pipes connected to it;
4.4.6 Business Customers only: inspect and check (to the extent reasonably practicable) the Goods to ensure that they conform to the Contract and ensure that your authorised representative signs a delivery note (or equivalent documentation provided by the Dealers delivery agent) to confirm the Goods are as ordered and undamaged;
4.4.7 raise any issues regarding the safety or suitability of your storage facilities and/or tank before the Dealer commences delivery (ensuring that any out of service equipment is clearly marked and isolated); and
4.4.8 in any event, act sensibly and with all due care and caution in relation to the Goods (and receipt of the services), acknowledging that there are health and safety issues inherent in receiving and storing the Goods, which if handled incorrectly can be dangerous.
If you are unsure as to the obligations referred to above regarding the safe storage and receipt of the Goods, then it is your responsibility to raise these concerns with your local health and safety department. Please note the health and safety information printed on your delivery note.
4.5 The Dealer shall record the delivery date, volume and description of the Goods delivered to you, and such records shall, in the absence of clear contrary evidence, be deemed to be conclusive proof as to the date of delivery and the volume and type of Goods delivered. If you believe that the information which the Dealer has recorded, and which is set out on your delivery notice or invoice, is incorrect then you must notify BoilerJuice, Inc. in writing at https://www.boilerjuice.com/us/enquiry providing full details of any disputed element(s) as soon as is reasonably practicable (and in any event within 7 days of the date of receipt of the relevant delivery note or invoice).
4.6 You must have paid for the volume of Goods ordered (through BoilerJuice) prior to delivery. The Dealer will always try to deliver the agreed volume of Goods, but if the Dealer is unable to do so (for example, if there is less space available in your tank than the ordered volume of Goods) then the Dealer will (through BoilerJuice) refund (on a pro rata basis) a sum to you to reflect the lower volume of Goods actually delivered, provided that the relevant Dealer reserves the right to amend the price per gallon payable in respect of the Goods delivered to reflect the appropriate price band for the volume of Goods actually delivered. This will be deducted from any refund made to you.
4.7 The Dealer reserves the right to deliver the Goods in instalments. If your order is only part-delivered, any credit returned to you shall remain in your account until the balance of your Order is delivered. If the credit is refunded back to your payment card, or used towards a new Order, the Dealer is entitled to contact you directly to collect payment for any outstanding monies due.
4.8 If for any reason (other than the Dealers failure to comply with these Dealer Conditions) you fail to accept delivery of any of the Goods when they are ready to be delivered or the Dealer is unable to deliver the Goods as a result of any failure on your part to observe and perform any of your obligations under these Dealer Conditions or the Conditions the Dealer shall have no liability to you and an abandoned delivery charge of $100.00 shall be issued to you. The Dealer reserves the right to refuse to make a delivery for reasons such as, but not limited to, access problems and/or the condition or position of the tank (including, without limitation, where it is underground). In these circumstances the Dealer shall be entitled to terminate the Contract without liability to you other than in respect of the refund of the price that the customer has paid (unless such refusal is on the basis of any failure on your part to observe and perform your obligations, in which case no refund shall be made to you and you an abandoned delivery charge of $100.00 will be issued to you).
4.9 If you become aware that the wrong or defective Goods have been delivered then you must stop using those Goods with immediate effect and notify BoilerJuice, Inc. at https://www.boilerjuice.com/us/enquiry and the Dealer as soon as practicable regarding the same.
4.10 Following receipt of a notice from you in accordance with Condition 4.9 and subject to it being established that the Dealer has delivered the wrong or defective Goods in breach of these Dealer Conditions, the Dealer shall, either (i) remove the relevant Goods (together with, at the Dealers discretion, any other heating oil or kerosene (as the case may be) contained within the same storage tank, container, receptacle or vessel (as the case may be) and replace them with the correct Goods, or (ii) issue (through BoilerJuice) a credit note or refund to you in respect of the relevant Goods. If you are a Domestic Customer then you may nominate your preferred option. If you are a Business Customer then the Dealer shall determine which option is to be taken. In no circumstances shall the Dealer be under any obligation to remove the Goods or issue a credit note or refund if you have ordered the wrong Goods.
4.11 Subject to Condition 4.8, if the Dealer fails to deliver the Goods by any agreed delivery date, or if no date has been agreed, within a reasonable time frame, then you may contact at BoilerJuice, Inc. at https://www.boilerjuice.com/us/enquiry and cancel your Contract. If you do cancel the Contract in this manner then you shall have no claim against the Dealer under that Contract in respect of any failure to deliver other than in respect of the refund of the price that you have paid.
5. RISK AND TITLE
5.1 You shall be responsible for the Goods, and ownership of the Goods shall pass to you, from the time of delivery pursuant to Condition 4.2.
6.1 Subject to the terms of this Condition 6, the amount the Dealer will charge you for the Goods (the Charges) shall be the price (including the per gallon price, the Unit Price) set out on BoilerJuice at the time you place your order for the Goods. The Unit Price and Charges will include the costs of delivery. The Unit Price given will be exclusive of VAT and the Charges will be inclusive of VAT.
6.2 The Unit Price offered by the Dealer is only valid for so long as the quote remains live on BoilerJuice and the Dealer is free to revise or amend the Unit Price at any time prior to the Contract being formed. If due to a technical issue or otherwise the Unit Price shown on BoilerJuice is incorrect and not reflective of the Dealers actual pricing, then the Dealer reserves the right to terminate the Contract with immediate effect and you will then be given the option to form a new Contract through BoilerJuice (which may be with the same or a different Dealer).
7.1 Unless otherwise notified, you will pay each of the Dealers invoices (in respect of the relevant Charges) through BoilerJuice at the time you place the relevant Order.
7.2 The Dealer shall be deemed to have received payment under the Contract only on receipt by BoilerJuice of cleared funds from you.
8. YOUR LIABILITY TO THE DEALER
8.1 Business Customers only: you shall be liable to pay the Dealer (on written demand) for, and indemnify the Dealer against, all reasonable costs and expenses and/or losses sustained or incurred by the Dealer (including any direct, indirect or consequential losses, loss of profit or reputation, damage to property, loss of opportunity to deploy resources elsewhere, and legal costs) which arise in connection with your fraud, negligence or a material breach of the Contract.
8.2 Domestic Customers only: if you commit a fraudulent act, you are negligent or commit a material breach of the Contract then you will be liable to pay the Dealer (upon demand) a sum equal to the reasonable costs, expenses and/or losses which the Dealer incurs as a result of your acts or omissions.
9.1 The Dealer warrants that the services will be performed with reasonable skill and care and that the Goods are free from material defect at the time of delivery and unless otherwise agreed in writing the Dealer gives no other warranty in respect of the Goods or services and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.2 Without limiting Conditions 9.3 and 9.4, if the relevant Goods do not conform with the warranty in Condition 9.1, the Dealer shall (at your option if you are a Domestic Customer or at the Dealers option if you are a Business Customer) replace such Goods or issue a credit note or refund to you at the Unit Price, provided that you must give the Dealer (either directly or via BoilerJuice): (i) written notice of any alleged breach of warranty within one week of the time when you discover or reasonably should have discovered such breach; and (ii) a reasonable opportunity, after receiving the notice, to examine the relevant Goods.
9.3 The warranties in Condition 9.1 shall not apply to any defect which arises as a result of your (or any third partys) negligence, failure to follow any instructions as to the storage, use or maintenance of the Goods (or (for Business Customers only) to comply with Good Industry Practice) or if you make any further use of the Goods after identifying that there is any issue with them, if you alter, modify, mishandle or try to remedy such Goods without the Dealers prior consent or (for Business Customers only) fail to adopt Good Industry Practice in handling and using the Goods.
9.4 If the Dealer complies with its obligations under Condition 9.2 the Dealer shall have no further liability to you in respect of such Goods.
9.5 These Dealer Conditions shall apply equally to any replacement Goods the Dealer supply to you pursuant to Condition 9.2.
10. LIMITATION OF LIABILITY
10.1 Subject to Condition 10.2 and Condition 10.3:
10.1.1 the Dealer shall in no circumstances whatsoever be liable to you for any consequential, incidental, indirect, special, or punitive damages including, without limitation, for loss of profit, loss of business, loss of anticipated savings, wasted time or any indirect or consequential loss arising out of or in connection with the Contract;
10.1.2 the Dealers total liability to you (whether arising in contract, tort, equity, or any other theory) arising out of or in connection with the Contract shall be limited to:
(a) in relation to any damage to your physical property, a sum equal to 150% (one hundred and fifty per cent) of the Charges or $10,000 (whichever is the greater); or
(b) in relation to any other claim, a sum equal to 125% (one hundred and twenty-five per cent) of the Charges or $5,000 (whichever is the greater).
10.2 Nothing in these Dealer Conditions excludes or limits in any way the Dealers liability for:
10.2.1 death or personal injury caused by the Dealers gross negligence or wilful misconduct;
10.2.2 fraud or fraudulent misrepresentation; or
10.2.3 any other matter for which it would be illegal or unlawful for the Dealer to exclude or attempt to exclude the Dealers liability.
10.3 Subject to Condition 10.2 the Dealer shall not be liable to you pursuant to Condition 10.1 to the extent that such liability arises from any failure on your part to observe and perform any of your obligations under the Conditions and/or the Dealer Conditions.
11. EVENTS OUTSIDE THE DEALERS CONTROL
11.1 Subject to Condition 11.4, the Dealer will not be liable or responsible for any failure to perform, or delay in the performance of, any of the Dealers obligations under the Contract that is caused by any Force Majeure Events (as defined below).
11.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond the Dealers reasonable control and includes, in particular (without limitation), the following: acts of God, governmental action, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, adverse weather conditions (including, without limitation, storm, ice or and/snow), flood, epidemic, labour disputes (other than in relation to the Dealers own workforce), accident, shortage or failure in supplies, interruption or failure in any utility service or restraint or delay affecting the Dealers delivering agents or inability or delay in obtaining the Goods.
11.3 The Dealers obligations under the Contract shall be automatically suspended for the period of time that the Force Majeure Event continues, and the Dealer will have an extension of time to perform these obligations for the duration of that period.
11.4 If the Dealer suffers any temporary interruptions or shortages in supply (whether or not due to a Force Majeure Event) then both you and the Dealer will proceed in good faith and use reasonable efforts to minimise any adverse impact. If the Dealer needs to ration or allocate the Dealers available supplies of the Goods then the Dealer will do so fairly having regard to the circumstances. You acknowledge that in such circumstances the Dealer may allocate supplies to public utilities and emergency services before Goods are rationed and allocated to other customers.
12.1 You may cancel a Contract by contacting BoilerJuice, Inc. at https://www.boilerjuice.com/us/enquiry between 8.00am and 5.00pm from Monday to Friday. BoilerJuice, Inc. will notify the Dealer that you wish to cancel a Contract and any cancellation of a Contract will be subject to BoilerJuice, Inc. receiving confirmation of such cancellation from the Dealer. Provided such confirmation is received by BoilerJuice, Inc. the Contract shall be cancelled and, subject to Condition 12.2, your payment returned to you.
12.2 If the Dealers carrier has left the Dealers premises before BoilerJuice, Inc. receives notification from you to cancel the Contract, the Dealer may charge you a minimum delivery fee not to exceed $100 if they are unable to make your delivery.
12.3 You shall not be permitted to return any Goods following delivery.
13.1 The provisions of Conditions 7, 8, 9, 10, and 13.9 shall continue after the Contract has terminated.
13.2 Each right or remedy that the Dealer has under the Contract is without limit to any other right or remedy the Dealer may have whether under the Contract or otherwise.
13.3 If any Condition is found by any court of competent jurisdiction to be unlawful, invalid or unenforceable it is agreed that the relevant Condition shall be replaced with a legal, valid, enforceable and reasonable provision which achieves, to the greatest extent possible, the same effect as the original Condition.
13.4 If the Dealer fails or delays in enforcing any provision of the Contract, or fails to insist that you comply with any of your obligations, this shall not mean that the Dealer has waived any of its rights under the Contract and that you do not have to comply with your obligations. Any waiver by the Dealer of any breach of, or any default under, any provision of the Contract by you shall be effective only if given in writing and it shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.
13.5 BoilerJuice, Inc. may enforce the terms of the Contract subject to and in accordance with the provisions of these Dealer Conditions.
13.6 Except as provided in Condition 13.5, no term of the Contract is intended to confer a benefit on, or to be enforceable by, any person who is not a party to the Contract.
13.7 These Dealer Conditions and all Contracts for the supply of Goods (and provision of the services) shall be governed by the laws of the state of Delaware (without reference to, or application of, any principle of the conflict of laws) and shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
13.8 Unless a Condition expressly provides otherwise, all communications between the parties regarding the Contract, including any notices to be sent or received under the Contract, must be in writing, sent by the Dealer to your registered office (or in the case of a Domestic Customer, the address provided for delivery) and by you to BoilerJuice, Inc. and (if known) the Dealers place of business. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post and on completion of transmission if sent by email or facsimile.
13.9 It is expressly acknowledged and agreed that BoilerJuice, Inc. and its affiliates shall not, in any event, have any obligation or liability to you or the Dealer whatsoever pursuant to or in connection with these Dealer Conditions.
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