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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />Exhibit A - RFP E-03-22
<br />other handling of the Product(s) or material contained in the Product(s), a• any feature thereof; or otherwise relating to this Agreement. The parties
<br />specifically agree that the preceding sentence shall apply regardless of any other term or condition contained herein or any other agreement between
<br />the patties. Should Buyer claim exemption from any taxes, Seller is under no obligation to verily such status and Buyer shall indemmily Seller
<br />pursualtt to Paragraph 15 in the event Buyer is or was not exempt from such taxes.
<br />7. Specification: Per Seller specifications.
<br />8. OmantitFiVolum : Buyer shall purchase 100%of Monthly Gallons per each Delivery Point. Buyer is required to lilt Product(s) ratably on a
<br />weekly basis at all Delivery Points.
<br />9. Ratable Usage: During each calendar month of this Agreement, Buyer is required to lift each Product on a ratable basis by the week at any or all
<br />of the delivery points. The weekly ratable volume for each Product by delivery point is 7130 of the maximum monthlym volue (defined as
<br />one twelfth of purchaser's yearly commitment or otherwise computed on a pro rota basis based on the number of months or this Agreement)
<br />specified for each delivery point.
<br />10. Default and Remedies: For the purposes of this Agreement. Buyer's default includes (a) the making ofany false or misleading representation in
<br />this Agreement and (b) the failure to observe or comply with any provision or covenant in this Agreement. in the event of Buver's default, Seller
<br />may seek all legal and equitable remedies, including, without limitation, all rights provided by Article 2 of the Uniform Commercial Code. Seller
<br />may also seek its attorneys fees, costs and expenses incurred in connection with Buyer's default. in addition, in the event that any invoice is not
<br />paid when due or Buyer takes delivery in m
<br />violation of Buyer's Credit Limit. Seller ay at its option (I) suspend or condition further deliveries or (ii)
<br />terminate this Agnvernent. without notice or demand, and all unpaid balances shall be immediately due and paynble. In the event Buyer fails to take
<br />delivery of tiny portion of any Product(s) during [lie Term, including nott-delivery as a resuit of Buyer's default, Buyer agrees to pay Seller
<br />immediate]%, Seller's lost profits on the undelivered quantity of Product(s). All amounts not paid when due shall bear interest at_% per annual and
<br />shall be payable with till costs ol• collection, including, without limitation, Seller's attorneys fees, costs and expenses. Upon the occurrence of any
<br />default, Seller may set off against the indebtedness of ally mnounts owing by Seller to Buyer, whether or not those amounts are immediately payable.
<br />Seller shall have the right to require the Buyer to take possession of the Product with or without demand and with or without process of law and the
<br />right to sell or dispose ofthe Product.
<br />I L Notices: Any notice, request or other communication required or permitted by or pertaining to this Agreement ("Notices") shall be in writing and
<br />issued to the addresses as listed above. Notices shall be delivered by (a) by a nationally recognized courier or messenger service with confirmed
<br />delivery, (b) personal service or (c) first class nail prepaid. Notice using the methods set forth in (a) or (b) shall be deemed effective if delivered
<br />between 9AM (EST) and 5PM (EST) ("Business Hours'') on a clay on which commercial banks are ripen for business ("Business Day"): any notices
<br />delivered after Business Hours or on a non -Business Day shall be deemed delivered as of 9Aivt (EST) on the first succeeding Business Day. Notices
<br />by first class prepaid mail shalt be deemed received 5 calendar days after mailing. Rafusul by a party to accept notice shall not affect its validity.
<br />12. location: Seller. in its sale discretion, may decide to allocate or limit quantities of Product(s) available for sale. in such instance, Seller shall
<br />exercise reasonable efforts to provide all of its buyers with allocations of Product(s) reflecting amounts purchased pt•eviously on a regular basis prior
<br />to allocating any Product(s) to non guaranteed quantity purchase customers and/or new customers.
<br />13. Over Lifting: For purchases of Product(s) exceeding the amounts set forth in Section 1 above, the Buyer shall be charged in accordance with
<br />current Port Consolidoted delivered prices.
<br />ICI. Non -Reliance: Buyer represents that is entering into this Agreement as a principal (rather than as agent of any person or entity) and has made its
<br />own independentdecisions to enter into this Agreement. Buyer is not relying on any communication (written or oral) of Seller as a recommendation
<br />to enter into this Agreement. Bayer is capable of assessing the merits of and understanding (on its own behalf or through independent professional
<br />advice), and understands and accepts, the terms. conditions and risks of this Agreement.
<br />1.5. Warranties: Seller warrants that Product(s) delivered to Buyer will conform to the description(s) set forth on page I or this Agreement. This is
<br />Seller's sole warranty. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH
<br />REGARD TO ANY PRODUCT(S) PURCHASED HEREUNDER. ALL WARRANTIES OF MERCHANTABILiTY OR FITNESS FOR A
<br />PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND SPECIFICALLY EXCLUDED.
<br />16. LIMITATION OF LIABILITY: SELLER DISCLAIMS AND BUYER HOLDS SELLER HARrb1LESS FROM AND AGAINST ANY
<br />LIABILITY FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGES, BUYER AGREES TO INDEMNIFY AND HOLD SELLER
<br />HARMLESS FROM ANY CLAiMS OF LIABILITY ARISING FROM USE OF'fflE PRODUCT. WI IETi ER SINGLY OR IN COMBINATiON
<br />WITH OTHER SUBSTANCES. Seller shall not be liable for damages, whether arising from performance of Seller's obligations tinder this
<br />Agreement, tort (negligence), or otherwise for loss of anticipated profits, loss by reason of plant shutdown. non -operation or increased expense of
<br />operation, service interruption, claims of customers, cost of money, loss of use of capital or revenue, or for any special, incidental or consequential
<br />loss or damage. Buyer agrees to defend, indemnify and hold harmless Seller from and against any and all liability, losses, damages, costs, claims,
<br />lawsuits, judgments, settlements and expenses, including without limitation, reasonable attorneys fees, costs and expenses arising or related to this
<br />Agreement or Seller's performance under this Agreement. Buyer assumes all risk and liability for and shall indeamil'y and hold Seller harmless from
<br />and against any and all loss, damage or injury to persons or property (whether to Buyer or third parties) arising out of the ownership, use, custody,
<br />control or disposition of the Product(s) by Buyer, its agents and employees or by any third parties.
<br />17. Risk of Loss and Title: identification of the Product(s) shall occur the Agreement is effective. Risk of loss passes to Buyer on identification.
<br />Title of the Product(s) shall pass to Buyer on physical possession.
<br />18. Defects: Buyer shall within 2 days advise Seller of any alleged defect or failure to conform with specifications. If the parties agree that the
<br />Seller is responsible, at Seller's option (a) the defective Product(s) shall be returned nt Buyer's expense. property safeguarded against normal transit
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