|
DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />Exhibit B - Proposal of Port Consolidated, Inc.
<br />necessary by (Chevron) to support any credit extension, If during the life of this contract, the financial capacity of the buyer
<br />becomes Impaired or unsatisfactory to (Chevron) In the sole judgment of (Chevron), advance cash payment or security
<br />satisfactory to (Chevron) shall be given by the buyer on demand by (Chevron) and ahipments/dellveries may be withheld until
<br />such payment or security is received.
<br />Seller's terms of payment are subject to change without notice at the discretion of Seller.
<br />TAXES• Any tax, duty, toll, fee, impost, charge, exaction, or other obligation, or the amount equivalent thereto, and any increase
<br />thereof now or hereafter imposed, levied, assessed, or required by any governmental authority upon, measured by, incident or
<br />Mated to or as it result of the transactions herein provided for (other than local, state and Federal net Inoome taxes measured by
<br />the net income of Seller from all sources), or the transportation, impartation, production, manufacture, use or ownership of the
<br />goods covered by this contract, shall, if collectible, payable, accountable, managed, or administered by Seiler, he paid by Buyer
<br />on demand by Seiler. Airy such payments shall be in addition to the prices otherwise pmvidcd for in this contract, Buyer shall, at
<br />Seller's request, execute and deliver to Seller such certificates or other documents as Seller may reasonably require in order to
<br />enable Seller to secure any tax exemption which may be available in connection with sales or deliveries hereunder,
<br />DELIVERIES. biesel &el deliveries shall be made by Seller to Buyer at the locations specified in Exhibit A. Title and risk of
<br />loss shall pass to Buyer at the point of delivery into Buyer's trucks, railcars, storage facilities, orolherreceiving unit, If deliveries
<br />are to be made into vehicles supplied by Buyer, Seller shall not be required to main such deliveries into such vehicles unless thoy
<br />am clean and empty immediately prior to delivery and shall not ba required to load or deliver quantities less than the full capacity
<br />of the vehicle, except as otherwise authorized by Seller. If deliveries are to be made into Buyer's storage facilities, Buyer shall
<br />provide storage facilities sufficient to enable it to receive such deliveries and sball provide Seller with imimpeded access to make
<br />deliveries 24 hours per day. Buyer is responsible for ensuring that any vehicles and facilities used to receive deliveries are in safe
<br />condition, that vehicles are in compliance with all applicable terminal procedures, policies, rules or requirements in effect at the
<br />time of delivery, and that Buyer's storage facilities can be accessed safely. Seller shall not be obligated to make any delivery to
<br />Buyer that cannot be made safely in Seller's sote judgment Buyer shall comply with such reasonable policies, procedures, rules
<br />and requirements as Seller may establish regarding deliveries by Seller Into Buyer's vehicles or storage facilities. Orders for
<br />deliveries shall be placed by Buyer with such advance notice and in such manner as Seller may designate.
<br />8. CONFLICTS OF INTSREST. Neither Buyer not any director, employee or agent of Buyer shall (1) give to or receive from any
<br />director, employee or agent of Seller or Its affiliates any commission, fee, or rebate, or any gift or entertainment of significant
<br />coat br vntue in connection with this contract, or (2) enter into any business arrangement with any director, employee or agent of
<br />Seller or its affiliates (other than as a representative of Seller or its affiliates) without prior written notice to Seller. Buyer shall
<br />promptly notify Seller of any violation of this section 8 and any eousideration received as a result of such violation shall be, paid
<br />over or credited to Setter. Any representative authorized by Seller may audit any and all records ofBuyer for the sole purpose of
<br />determining whether there has been compliance with this section 8 for up to 24 months after the termination ofthis contract.
<br />PREVENTION OF PERFORMANCE: SHORTAGE OF SUPPLY. There shall be no obligation to sell or deliver, or to purchase
<br />or receive, products under this contract when, mW to the extent that, such actions are prevented or hindered by act of God, tire,
<br />riot, labor disturbances (whether involving employees of the party affected or of others arid regardless of whether the disturbance
<br />could bo settled by acceding to the demands of a labor group), accident, war, the acts of any government (at any level, foreign or
<br />domestic) or any causes beyond the reasonable contA of the party affected, whether or not similar to say of the foregoing causes,
<br />Due to an interruption, loss or shortage of necessary facilities or supplies, or uncertainties in the supplyfdemand situation (which
<br />may include a decision by Seller that the costs of somo products which might be available are unreasonable), Sellermay not have
<br />sufficient supplies of one or more of the products coveted by this contract to meet the full requirements of Buyer, of Seller's
<br />other customers,and of Seller for its own use, If there is a shortage ofproduets deliverable underthis contract; Seller may allocate
<br />deliveries of available products among Buyer, Seller's other customers (contract or otherwise, including Seller's affiliates) and
<br />Seller for its own use, on any basis which in Seller's sole judgment is fair and reasonable, allowing for such priorities as Seiler
<br />deems appropriate. Allocation is fair and reasonable even if it is based on a shortage in the then -contemplated sources of supply
<br />or a general shortage, in the supply system of Seller or its affiliates or on historical or planned deliveries,
<br />1 a. OIL SPILLS. If a product spill occurs anywhere in connection with Buyer's perforrpance of this contract, Buyer shall promptly
<br />notify Seller and the appropriate governmental authorities and shall take immediate action to clean up the spill andprevent further
<br />damage. Upon receipt of such notification, Seller shall have the right, at its election, to provide, or cause to be provided to Buyer
<br />such additional manpower, equipment and material as in Seller's sole discretion are deemed reasonable to cornpleto the clean-up
<br />in a satisfactory manner. Bnyer "I pay and be responsible for, and Buyer's indemnity obligations under this contract shall
<br />include all casts and eepeusea incurred in councedoawith the clean-up operations, including reimbursenreat to Seller for all of
<br />Its costs and expenses, and all fines, charges, fees ar judgmetrts imposed or levied by any Federal, slate or local governmental
<br />agency as a result of such spill, except in the event the spill resulted solely fiom any act or omission on the port of Seller or
<br />Sellces employees.
<br />It. INDEMNITY. Buyer shall indemnify, defend and hold harmless Seller and its affiliates, and their respective directots, employees
<br />and agents, from and against any and all expenses ('including attorneys' fees), liabijities and claims of whatsoever kind and nature
<br />including those for damage to property (ind"ng property of Duyer), or for itljury to or death of any person (including Buyer),
<br />Product Sales Conti -act (Resoller) C&"20(3-08)
<br />2 ~ REV 05/12/14
<br />
|