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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />Exhibit A - RFP E-03-22
<br />(Revised 8/112015)
<br />PRODUCT SALES TERVIS
<br />These terms will apply to any agreement to which they are attached, in which they are incorporated by reference. or which is found on the other side of
<br />these temps. In the event of a conflict between that agreement and these terms, that agreement will control. 11hat agreement and these terms are
<br />collectively refbrred to below us the •'A reement", and the term "Products" refers to the petroleum products sold by Nlaratlhon Petroleum Company LP
<br />("Seller') under this Itgreement to the buyer identified in this Agreement t"fluver'l.
<br />1. Payment Payment terms are subject to change by Seller at any
<br />time. If Seller does not receive payment when due, it may impose a tale
<br />payment charge not to exceed the maximum amount allowed by law and if
<br />the account is placed for collection or suit is riled thereon. Seller will be
<br />entitled to attorney fees and coup costs. PAYMENTS TENDERED IN
<br />FULL SLI'TLEYIF,NT OF A DISPUTED AMOUNT IMUST BE
<br />CLEARLY LABELED AS SUCH AND SENT BY CERTIFIED
<br />, MAiI., RE [URN RECEIPT REQUESTED, TO: CONINFERCiAL
<br />CREDIT MANAGER, MARATHON PETROLEUM COi1IPANY LP,
<br />539 SOUTH IM1W IN STREET, FiNDL1Y, OHIO 45940. Scller may set
<br />off amounts owed by Buyer to Seller or its subsidiaries or affiliates against
<br />amounts owed by Seller to Buyer.
<br />2, Taxes. Buyer will pay, and indemnify Seller for, all taxes, fees,
<br />duties, environmental levies, and other charges (whether imposed on
<br />manufacture, processing. use, purchase, sale, resale. delivery, receipt, title
<br />transfer, inspection, removal from storage, measurement or passage
<br />through a measurement device, receipt of payment, or other activity, and
<br />regardless of when imposed) relating to Products, or their raw materials or
<br />tbedstockx. The sole exception to this obligation is taxes based on or
<br />measured by Seller's income or net worth. Upon account set up, Buyer
<br />will promptly furnish Seller with the Buyer's uppropriale slate tax
<br />registration number(s�), its federal identification number and any applicable
<br />tax exemption certilicutes. Buyer will promptly inform Seller of any
<br />changes to its tax registration or exemption status that may occur after
<br />account setup.
<br />3, Delivery. All sales will be F.O.D. the "Ship From' location stated. in
<br />this Agreement, unless this Agreement clearly provides otherwise. Title
<br />and risk of loss will pass to Buyer at the ' -Ship From" location as Product
<br />passes (as applicable) the transport truck or railcar inlet flange, barge
<br />permanent hose connection, or pipeline upstream flange. Title and risk of
<br />loss will not be affected by Seller's ownership of the transportation assets,
<br />arrangement of* shipmentand/or re -payment or collection of shipment
<br />expenses from Buyer, Seller will have no obligation to deliver Product at
<br />mite •'Ship From" location unless Buyer, its agents, and its carriers have
<br />entered fnlo, and are in compliance with, agreements governing access to
<br />the "Ship From' location,
<br />Where this Agreement clearly provides that delivery is F.U.B. the "Ship
<br />To" destination, title and risk of loss will pass to Buyer at the "Ship T'o'
<br />destination as Product passes (as applicable) die transport truck or railcar
<br />cutlet Mange, barge permanent hose connection, or pipeline downstream
<br />flange. Where shipment is by railcar, and Buyer is unable to accept
<br />delivery of the railcar when offered, then title and risk of loss will puss to
<br />Bayern at the time Of constructive placement of the railcar. Buyer will Pay
<br />and • be responsible for any demurrage, fleeting, shifting, parking,
<br />detention, Ponor other churges related to receipt or delivery of Product,
<br />unless solely caused by Seller.
<br />a. Quantity and Inspection. Quantities will be determined by (in
<br />order of preference) calibrated meters; terminal tank gauges or shorctank
<br />downgauges: or any ap licable AST'M method, Quantities may be
<br />temperature -adjusted to 6U'R nt Seller's option, using built-in temperature
<br />compensators or AST'IvI tables. Either party may require [hat Product
<br />quantity and quality be determined by a joindy-selected, licensed
<br />Petroleum inspector, whose findings will 6c conclusive. Customary
<br />inspection costs will be shared equally. but additional services will be paid
<br />for by the party requesting them.
<br />S. CompUance With Laws. Buyer, its agents, and its carriers will
<br />comply with all laws, regulations, and standards applicable to the sale.
<br />delivery (including loading, unloading, and/or transloading),
<br />iransportatton. storage, use, and disposition of Products, mid Buyer will
<br />not deliver, or allow to be delivered, to an RVP or RFG control area any
<br />Product that would be in violation of U.S. EPA regulations applicable to
<br />that area, Buyer will require similar commitments from its purchasers.
<br />Product identified as Blend -Grade. CBOB or RBOB is for use as blending
<br />component only.
<br />6. Safety and llealth. Buyer shall thoroughly review and adhere to all
<br />Safety Data Sheets (SDS) and other safety -related information provided by
<br />Seller concerning the Products, including but not limited to the
<br />recommended use, restriction on use, precautionary measures and
<br />exposure controls for each of the Products as described in the SDS. Buyer
<br />shall comply with all stale and federal laws, regulations and codes
<br />pertaining to the maintenance and distribution of SUS. Buyer
<br />acknowledges the hazards and assumes the risks associated with handling
<br />1425835.DOCX I.
<br />and using each of the Products. SDS for Products are available at Litt
<br />following Internet address: http://www,mal'athonpetralcum.coin
<br />lbramd/produLtstsdst. Buycr may request to receive SDS via -email by
<br />contacting the Seller at
<br />sdsinfO(Rmarathonpctruleum.cons.
<br />Buyer's employees, agents, and subemntracturs will comply with all
<br />applicable safety standards, policies, practices and rules of conduct
<br />mandated by Seller when involved in any operations on Seller's premises
<br />in connection with the performance of this Agreement.
<br />7. Warranties. Seller warrants good title to all Products supplied
<br />hereunder at the time of delivery to Buyer, and that each Product supplied
<br />hereunder will comply with all applicable fcderul, state and local rules and
<br />regulations in effect at the time and place title thereto passes to Buyer.
<br />IMPC DISCLAIMS ANY AND ALL OTHER WARRANTIES AND
<br />REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE
<br />OR QUALITY OF PRODUCTS SUPPLIED HEREUNDER
<br />INCLUDING, KITNOT LIMITED TO, ANY Ih1Pl.IED
<br />1VARRA\Tl' OF MERCHANTABIi,ITY OR FITNESS FOR
<br />BUYER'S PARTICULAR Olt INTENDED PURPOSES OR USAGE.
<br />Seller will, at its option and its cost (including expense of return and re-
<br />delivery), remedy the defect in, replace, or refund the purchase price of. any
<br />Product that fails to meet this warranty. THIS IS BIII'Elt'S
<br />EXCLUSIVE REMEDY FOR BREACH OF WARRANTV.
<br />S. Claims. All claims must he in writing. Product quality or quantity
<br />claims must be delivered to Seller within 30 days after delivery of the Product
<br />and all other claims by Buyer must be delivered to Seller within 60 days after the
<br />event giving rise to the claim. Buycr will perscrvc, and permit Seller to inspect
<br />and sample, the subject Product. ANY LAWSU,T AGAINST SELLER
<br />WHICH INVOLVES THiS AGREEMENT OR '1'l1E SALE. OF
<br />PRODUCTS MUST BE BROUGHT WITIIIN ONE YEAR AF*FVR
<br />THE CAUSE OF ACTION ACCRUES.
<br />9. Limitation of Liability. IN NO EVEN*[' WILL, SF,LLER'S
<br />LIABILFIT FOR DAN,L%GES (WHETHER ARISING FROM1t
<br />BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE,
<br />STRICT LIABILITY, OR OTIIERWiSF.J EXCEED TIIE
<br />PURCHASE. PRICE OF'I'HE PRODUCT CONCERNED NOR WiLL
<br />SELLER BE LIABLE FOR PUNITiVE. INCIDENTAL,
<br />CONSEQUENTIr1.L, OR SPECIAL DAMAGES (INCLUDING LOST
<br />PROFITS), EVEN IF ADVISED OF THE POSSIRILITV OF SUCH
<br />DAMAGES.
<br />10. Force Vlaieure and Alltication. Neither party will be liable to the
<br />other for any delay or failure in pt:rformanca (other than to make payments
<br />when due) to the extent that it is caused by circumstances beyond its
<br />reasonable control, or by lire. explosion: Hood; earthquake; storm; act of
<br />God; mechanical breakdown' sabotage or vandalism strike ar other labor
<br />disturbance (Seller will not be rct uired to settle a labor dispute or take an
<br />action that might involve it in a labor dispute): shortages of, or delays in
<br />obtaining, crude oil, feedstocks, raw materials or finished products.
<br />equipment, labor. transportation, or storage; interruption of utility services:
<br />or compliance with any law, regulation or order (regardless of validity) of
<br />any governmental or military authority. Further, if Seller at any time
<br />decides that its Product supply is insufficient to meet the actual or
<br />forecasted needs of Seller, its divisions and subsidiaries, and its and their
<br />customers (whether under contract or not), Seller may allocate its supply
<br />among all of them in any fair and reasonable manner determined by Seller.
<br />11, lndemaity. Buyer will indemnify and defend Seller and its
<br />employees and agents against any loss, claim, liability (actual or alleged),
<br />fine, penalty, nr expense (including court costs, attorney fees, and litigation
<br />ex enses), of any kind (including those based in tort, warranty, or strict
<br />liability), arising out of, or in connection with: (i) the performance of this
<br />Agreement; (ii) any failure of Buyer, its agents or employees to comply
<br />with the terms and conditions of this Agreement; or (iii) any act or failure to
<br />act in the handling, storage, transportation, loading, unloading, transloading.
<br />resale, or other tisc, by Buyer or others, of a Product sold under this
<br />Agreement. The only exception to this obligation is when Seller's
<br />negligence or intentional misconduct is determined by a court to be the sole
<br />cause of the damage. In responding to any third -party claims, Seller may
<br />select an attorney and may enter into any settlement without afTecting this
<br />obligation.
<br />12. Default. Seller may terminate this Agreement in the event of a
<br />material default by Buyer which is not cured within 10 days after notice of
<br />default is given. Seller may also terminate this Agreement at once (and
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