Residential Terms & Conditions
August 20, 2025
These Terms and Conditions ("Terms and Conditions") are specifically for [Commercial Customers] hereinafter referred to as "CUSTOMER", and Alaska Petroleum Distributing, LLC doing business as Alaska Petroleum Distributing, and hereinafter referred to as [APD]. These Terms and Conditions may be modified, amended or withdrawn at any time by [APD], as determined in its sole discretion. Please read these agreement terms carefully as they contain important information regarding your rights and obligations:
1. TERMS
1.1. Standard billing terms are established by [APD]. CUSTOMER terms, policies, or conditions of sale contained within any agreement or customer purchase order are superseded by the terms and agreements within this agreement. Should outstanding charges owed by Customer to [APD] exceed the credit limit, the balance of the account more than the credit limit shall be immediately due and payable, and Customer shall thereafter be required to pay all charges owed to [APD] more than the credit limit prior to delivery of further goods and/or services to Customer. Similarly, no further credit will be extended to Customer until the outstanding balance owed to [APD] is brought within the authorized credit limit and Customer is otherwise in full compliance with all of [APD]’s requirements.
2. Delivery of Product
2.1. Measurement
2.1.1. The basis of measurement of all petroleum produce sold by [APD] (“Product”) shall be measured in accordance with American Society of Testing Materials ("ASTM”) and shall be in accordance with the latest standards or guidelines published by the American Petroleum Institute ("API") or ASTM. Measurement shall be performed in a manner customarily utilized at the point(s) of delivery, in accordance with one of the following alternatives.
2.1.1.1. For all deliveries into/out of transport and tank truck equipment, quantities shall be determined by [APD]’s certified meters, static tank gauging, slip tube, rotary gauging device or by weighing, in accordance with all appropriate API and/or ASTM standards as revised from time to time.
2.1.1.2. For all deliveries into/out of marine vessels, quantities shall be determined by [APD]’s hand gauge records of [APD]’s tanks immediately before and after delivery of Product.
2.2. Title
2.2.1. Ownership, title, control and risk of loss to Product shall pass from [APD] to Customer at the location of delivery. Title to the Product transfers when the Product passes the last flange connecting [APD]’s delivery vessel to Customer’s equipment.
2.3. Inspection
2.3.1. Products delivered hereunder are subject to inspection and approval at the place of delivery. Each party shall be entitled to have its representatives present during all loadings, unloading, tests and measurements involving delivery of Product under these Terms and Conditions. Each party may secure at its own expense outside inspectors to perform gauging, sampling and testing.
2.4. Non-Conforming Product
2.4.1. Customer must make any claims that the Product is not in accordance with the Product specifications or in accordance with [APD]'s representations and warranties within 3 business days of delivery. These claims may include but not be limited to problems with Product quality, but in no event shall they include discrepancies in volume. The Parties shall negotiate in good faith to identify commercially reasonable resolutions to any valid claims.
3. WARRANTIES AND REPRESENTATIONS
3.1. Title
3.1.1. [APD] warrants good and marketable title to all Product(s) delivered by it hereunder and further warrants that [APD] has the right to sell and transfer title to the same and that said Product is free and clear of all liens, claims and encumbrances.
3.2. Delivery Compliance
3.2.1. Customer represents and warrants that any Product delivered and received hereunder shall be delivered and received in full compliance with all applicable laws, ordinances, rules and regulations, including those dealing with insurance.
3.3. Hazardous Nature of Product
3.3.1. Customer represents and warrants that it is knowledgeable and aware that the Product delivered hereunder is hazardous material and that Customer is sophisticated and knowledgeable with respect to (i) the hazards and risks associated with such Product, and (ii) the handling, receipt, transportation, storage and use of such Product.
3.4. Quality
3.4.1. [APD] represents and warrants to the Customer that all Product delivered under these Terms and Conditions shall (i) meet or exceed the latest ASTM industry specifications for the Product, (ii) (ii) conform to the requirements of all applicable environmental laws and regulations for petroleum products, and (iii) be free of biological or other contaminants exceeding ASTM industry specifications. UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, EVEN IF SUCH PURPOSE IS KNOWN TO [APD].
4. BILLING AND PAYMENTS
4.1. CUSTOMER agrees to pay each invoice in accordance with its terms. A $30.00 charge may be assessed each time a check is returned due to a closed account, stopped payment, or non-sufficient funds (NSF check). Any amount due shall be paid by check, wire transfer or Automated Clearing House (ACH) or electronic funds transfer of the applicable invoice. If the Customer pays any amount due by check, such a check must be received by Seller on or prior to the date such payment is due.
4.2. Auto Pay Terms
4.2.1. Customer will receive an electronic invoice by email after delivery unless it is requested to have the invoice sent by regular mail or have a printed ticket placed on the door handle. The payment method on file will be charged the amount listed on the invoice at the time the invoice is created.
4.2.2. If [APD] fails to charge a valid payment method on file, any finance charges stemming from the failure will be removed from CUSTOMER account.
4.2.3. If charges to CUSTOMER’S credit card are declined, [APD],] will contact Customer to arrange an alternate payment method. If CUSTOMER is unreachable or fails to arrange alternate payment, account will undergo standard credit procedures for non-payment.
4.2.4. If credit card number changes for any reason, including lost or stolen credit cards, CUSTOMER will promptly notify [APD] of the new account information.
4.2.5. When there are two payment methods listed in the account, the customer must inform [APD] of their primary payment method.
4.2.6. If the CUSTOMER fails to provide this information prior to the due date and [APD] is unable to process payment, CUSTOMER will be responsible for an alternate payment arrangement and any finance charges, which may result.
4.3. Past Due Accounts/Invoices
4.3.1. [APD] may impose a service charge of 1.50% per month, or the highest amount allowable by law, whichever is less, on any unpaid balance. [APD] may place all delinquent accounts on prepay, or C.O.D. terms, or have all shipments held at [APD]’s discretion. If a CUSTOMER fails to pay any amount when due, including service charges, CUSTOMER agrees to pay all costs or expenses, including reasonable attorney fees incurred by [APD] in the collection of past due accounts, or in otherwise enforcing this agreement by litigation or otherwise. The parties agree that all disputes with respect to this agreement shall be subject to the exclusive jurisdiction and venue of the Superior Court for the State of Washington. These Terms and Conditions shall be construed in accordance with the laws of the State of Washington, without regard to its principles of conflicts of law. In the event any provision or Section of these terms and conditions shall be declared invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions, or Sections shall not in any way be affected.
5. TAXES AND OTHER CHARGES AND EXPENSES
5.1. [APD]'s Obligation
5.1.1. [APD] shall be responsible for and pay any and all taxes (except for property taxes, which taxes are governed by the state law applicable thereto), fees, or other charges (with the exception of the product excise taxes) imposed or assessed by governmental or regulatory bodies, with respect to the Product(s) delivered hereunder, the taxable incident of which occurs before the transfer of title to the Product(s) to Customer.
5.2. Customer Obligation
5.2.1. Customer shall be responsible for and pay any and all taxes (except for property taxes, which taxes are governed by the state law applicable thereto), fees, or other charges (with the exception of the product excise taxes noted) imposed or assessed by governmental or regulatory bodies, with respect to the Product(s) delivered hereunder, the taxable incident of which occurs at or after transfer of title to the product(s) to Customer.
5.3. Product Excise Taxes
5.3.1. Customer shall be responsible for and shall reimburse [APD] for all federal, state, and local diesel, gasoline, motor fuel, sales, use, gross receipt, and other excise taxes, fees, or charges that are imposed by law on a refinery (and passed-through to [APD]) or on [APD], including without limitation, any federal excise taxes imposed on the purchase, transportation, or distribution of petroleum products, including, without limitation, any tax imposed, assessed, arising out of, or relating to, the Inflation Reduction Act or the Infrastructure Investment and Jobs Act.
5.4. Other Fees and Charges
5.4.1. Customer shall be responsible for and shall reimburse [APD] for all fees or charges that are imposed by a third party on [APD] with respect to this transaction, including, but not limited to wharfage, port charges, user fees, oil spill and/or environmental taxes or assessments, or surcharges.
5.5. Exemption Certificates
5.5.1. Prior to the date any payment required hereunder becomes due, Customer shall furnish to [APD] all current exemption or resale certificates or direct pay permits required or permitted by law for use by Customer regarding the imposition or payment of any state or federal excise, sales or use taxes.
6. REMEDIES
6.1. Delivery of Non-Conforming Product
6.1.1. If the Parties are unable to agree in good faith upon a commercially reasonable resolution with respect to any non-conforming Product furnished by [APD] hereunder, Customer's remedies shall be limited to those remedies specified in the Uniform Commercial Code as adopted by the State of Washington.
7. FORCE MAJEURE
7.1. Notwithstanding anything herein to the contrary, if the performance of these Terms and Conditions by any Party, or of any obligation under these Terms and Conditions except the making of money payments, is delayed, prevented, or interfered with in whole or in part by reason of any fire, war, insurrection, act of terrorism, public disaster, flood, act of God or the elements, unavoidable casualty, embargo, labor dispute, strike, or any law, order, proclamation, or regulation, judgment, decree, ordinance, demand, or requirement having a legal effect, of any judicial or governmental entity, or any other act whatsoever, which is beyond the reasonable control of the party affected, (“Force Majeure”), then the party so affected shall, upon giving prior written notice to the other party, be excused from such performance to the extent of such delay, prevention, or interference, provided that the party so affected shall use commercially reasonable efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with the utmost dispatch whenever such causes are removed. Neither party shall be entitled to the benefit of Force Majeure arising from the ability of either party to obtain a better price for Product. In addition, market shortages resulting in no fault of [APD] shall relieve [APD] from its obligation to supply Product to Customer while the shortage continues. In the event of such market shortages, Customer shall be entitled to acquire Product from other sources until [APD] is again able to provide agreed quantities of Product to [APD].
8. SEVERABILITY
8.1. These Terms and Conditions shall continue so long as Customer continues to purchase goods and/or services from [APD] dba [APD] but may be terminated by [APD] dba [APD] at its sole discretion without notice to Customer, except that Customer’s obligations shall survive termination and shall continue until satisfied.
9. NOTICE OF CHANGES
9.1. CUSTOMER agrees to notify [APD] of any changes in its address, phone number, or material information within ten (10) days of such change. A sale of all, or substantially all of CUSTOMER’s assets, or if CUSTOMER is a corporation, a change in ownership of most of its capital stock shall be deemed a prohibited assignment and CUSTOMER agrees to notify [APD] within ten (10) day of its ownership, or of any sale of its business.