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DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc.
<br />directly or indirectly arising or alleged to arise out of or in anyway connected with the acquisition, storage, handling, or use of
<br />any products purchased under this cbntract, or with the maintenance, upkeep, repair; replacenu;ut or operation crony premises
<br />used by Buyer in connection with this contract or anything located thereon, inchxting any act or omission of Buyer or B;ryer's
<br />agents or employees in the performance. of this contract, or in the operation of any vehicle in connection with Buyer's business.
<br />The foregoing indemnity shall not apply to the extent and only to the extent such expense, liability or claims result from Seller's
<br />sole negligence orwtllfW misconduct,
<br />12. DEFINITIONS AND USAOES. in this contract, unless otherwise stated or the context otherwise requires, the following
<br />definitions and usages apply;
<br />• "Soler and its oftilintes" means Seller, Its divisional parent company Chevron U.S.A. Inc., and the subsidiary and
<br />affiliated companies of each of them.
<br />• "U.S," refers to the United States ofAmerica, and all prices are expressed in U.S. currency and all units ofrrteasure are
<br />in U.S. twits.
<br />• "Includes" means "includes, but is not limited to," and "including" means "including but not limited to."
<br />• Actions permitted under this contract may be taken at any dine and from time to time in the actor's discretion.
<br />• "A or. B" means "A or B or both."
<br />13. APPLICABLE LAW AND DISPUTE RESOLUTION. This contract shall be governed, construed, interpreted, enforced and the
<br />relations between the parties determined in accordance with the laws of the state of California, without regard to its choice of law
<br />rules. In the event adispute arises with respect to the interpretation or performance of, or the relationship created by, this contract,
<br />the parties shall attempt in good faith to resolve the dispute. If such efforts prove unsuccessful, each party agrees to consider the
<br />use of mediation, mini-trinl, arbitration or other alternative dispute resolution techniques prior to resorting to litigation. If
<br />mediation, mini -trial, arbitration or other alternative dispute resolution techniques are utilized by the parties, each party agrees
<br />that no award or decfslen resulting therefrom shall include punitive damages. If the parties are unsuccessful in their good faith
<br />attempt to otherwise resolve a dispute, the parties hereby irrevocably and unconditionally consent to submit to the exolusive
<br />Jurisdiction of the courts of either (1) Contra Costa County in the State of California, or (2) the federal courts of the Northern
<br />District of California, for say actions, suits or proceedings arising out of or relating to this contract (and the parties each agree
<br />not to commence any action, suit or proceeding relating thereto except in such courts).
<br />14. PRIOR AGREEMENTSt WAfVER: MODIFICATIONS. This contract constitutes the entire agreerneut of the parties with
<br />respect to its subject matter and terminates and supersedes any prior agreement, understanding, representation, or proposal
<br />relating to the sale by Seller ofproducts to Buyer at the delivery locations specified in Exhibit A or ancillary Discretionary Solos
<br />contemplated by section 22. Waiver by Seller or Buyer of one or more breaches of this contract shall not be deemed to be a
<br />waiver of anyother orcontitmiog breach. No modification ofthis contract, andno waiverofany of its provisions, shalt be binding
<br />on Seller or Buyer unless in writing and signed by Seller and Buyer.
<br />15. SBVERABILITY. If any provision of this contract shall be adjudged invalid orunonforceabieby acourt of competent jurisdiction
<br />or by operation ofany appReablo law, such provision shall be deemed omitted and tine remaining provisions shall remain in ftili
<br />force and effeot.
<br />!6. MSDS. Buyer acknowledges receipt of Material Safety Data Sheets (MSDS) for all products covered by this contract
<br />17. DA�v1AGElS. In no ovcat shall Seller be liable for any special, indirect or consequential damages of any kind including loss of
<br />proi;ta, loss of use or claims of Buyer's customers due to loss of service whether the damages are based in contract or tort
<br />(mcludiag negligence orstrict liability) orotherwise, Buyer's exolusive remedy for any and ad losses or damages resulting from
<br />the purchase ofpmducts under this contract, including, but not limited to, any allegation of breach of warranty, breach of contract,
<br />negligence or strict liability, shall be limited, at Buyer's option, to either the return of the purchase price or the replacement of
<br />the fuel for which a claim is proved.
<br />18. ASSIGNMENT AND DELEOATiON. This contract is personal to Buyer and Buyer shall not, subject to say valid requirements
<br />of any applicable statute, assign any rights or delegate any duties that Buyer may love under this contract, either voluntarily,
<br />Involuntarily or by operation of law, or otherwise, without the prior written consent of Seller. If Buyer is a corporation, any Salo,
<br />conveyance, alienation, transfer or other change of interest in or title to or beneficial ownership of 50 percent or more ortho
<br />voting stock (or securities convertible into 50 percent or morn of the voting stock) of Boyer, either voluntarily, Involuntarily, by
<br />operation of law, merger orother corporate proceedings, or otherwise, shall be construed as m assigumcut of Buyer's rights under
<br />this contract. Seller may assign any of its rights or delegate any of its duties under this contract without Buyer's consent,
<br />19. NOTICES. Notices to be given under this contract shall bo in writing and delivered by marl, in person, or by facsimile to the
<br />other party at the appropriate address specified in Exhibit A, or at such other address as either party may designate by written
<br />uothce to the other. Notleas shall be effective at time of receipt.
<br />C&I-020 3-0$
<br />Product Sales Contract (Reseller) -3- REV 05% 244
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