Diesel Fuel Order Form

DIESEL FUEL ORDER FORM AND SUPPLY AGREEMENT

This Diesel Fuel Order Form and Supply Agreement (the Agreement) is entered into by and between the parties identified below for the purchase and delivery of diesel fuel subject to the terms and conditions set forth herein.

RECITALS

WHEREAS, Supplier provides diesel fuel supplies, transportation and associated services in the ordinary course of its business; and

WHEREAS, Buyer desires to purchase diesel fuel from Supplier and Supplier desires to supply diesel fuel to Buyer in accordance with the specifications, quantities, delivery schedule, pricing and terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

ORDER IDENTIFICATION

Order Date:    Requested Delivery Date:

PARTIES AND CONTACTS

DELIVERY & LOCATION

Delivery Method: Bulk Delivery Drop Truck Tanker Transfer

On-site Contact Phone:    Email:

FUEL SPECIFICATIONS & QUANTITY

Fuel Grade: Ultra-Low Sulfur Diesel (ULSD) Diesel #2 Biodiesel Blend (specify below)

SCOPE OF WORK

PAYMENT TERMS

Buyer shall pay Supplier for fuel supplied at the agreed price per gallon and in accordance with the following payment schedule and invoicing procedures.

Payment Schedule: Net 15 Net 30 Cash on Delivery

Late Payment: Buyer shall pay interest on overdue amounts at the rate of per month (or the maximum permitted by law), plus a late fee of for each late invoice.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues through End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for 10 days after written notice or immediately for safety, contamination, environmental or regulatory emergency.

QUALITY, INSPECTION, COMPLIANCE

Supplier warrants that fuel delivered will conform to the applicable ASTM specifications at the time of delivery and will be free from contamination. Buyer shall inspect deliveries upon receipt and must notify Supplier in writing of any claim for shortage, nonconformity or contamination within 48 hours of delivery. If Buyer fails to provide timely notice, fuel will be deemed accepted.

Supplier shall comply with all applicable environmental, transportation and safety laws and shall provide required manifests and product documentation upon delivery. Buyer is responsible for safe access and for notification of any known site hazards.

CONFIDENTIALITY

Each party agrees to keep confidential all non-public commercial terms, pricing, trade secrets and business information exchanged under this Agreement and not to disclose such information to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, or as required by law. Confidential information does not include information that is or becomes publicly known other than through a breach of this Agreement.

INDEMNITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of its negligence, willful misconduct or breach of this Agreement, including environmental contamination resulting from its acts or omissions in connection with delivery, unloading or storage of fuel.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within 30 days, disputes may be submitted to arbitration or to a court of competent jurisdiction as agreed in writing by the parties.

ENTIRE AGREEMENT

This Agreement, including all orders, appendices and written confirmations expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment must be in writing and executed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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