Diesel Supply Contract

Diesel Supply Contract

This Diesel Supply Contract ("Agreement") is entered into as of by and between Supplier Name: with principal address at (the "Supplier"), and Buyer Name: with principal address at (the "Buyer").

RECITALS

WHEREAS, Supplier is engaged in the supply and sale of diesel fuel conforming to applicable specifications and has the capability to deliver diesel fuel to Buyer at the agreed delivery point(s); and

WHEREAS, Buyer desires to purchase and receive diesel fuel from Supplier on the terms and subject to the conditions set forth in this Agreement.

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

1. SCOPE OF SUPPLY

1.1 Supply Obligation. Supplier shall supply and deliver to Buyer, and Buyer shall purchase and accept from Supplier, the diesel fuel described in this Agreement in accordance with the terms, quantities and delivery schedules set forth herein.

1.2 Product Specifications. Supplier warrants that all diesel fuel delivered under this Agreement will conform to the applicable industry specifications and regulatory standards in effect at the point of delivery and will be fit for the intended commercial use stated by Buyer.

2. PRICE AND PAYMENT

2.1 Payment Period: Buyer shall pay undisputed amounts invoiced by Supplier within days of receipt of invoice unless otherwise agreed in writing.

2.2 Late Payment: Overdue amounts shall accrue interest at the lesser of per month or the maximum rate permitted by law. Buyer will also reimburse Supplier for reasonable collection costs and legal fees incurred in collecting overdue sums.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date: .

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. DELIVERY, TITLE AND RISK

4.1 Delivery Terms. Delivery shall be FCA (named delivery point) or as otherwise detailed in the Delivery Points and Volumes section. Supplier will use commercially reasonable efforts to meet Buyer’s requested delivery schedule, subject to availability and transportation constraints.

4.2 Title and Risk. Title and risk of loss shall pass to Buyer at the agreed delivery point upon physical transfer of product into Buyer’s receiving equipment, provided Buyer is not in material default under this Agreement.

5. QUALITY, TESTING AND DISPUTE

5.1 Disputed Quality or Quantity. If Buyer disputes the quality or quantity of a delivery, Buyer must notify Supplier in writing within days of receipt. Parties shall cooperate to arrange independent testing; the independent testing result shall be binding except for manifest error.

6. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages of fuel, transportation interruptions, governmental actions, civil disturbance or other events of force majeure. The affected party shall give prompt notice to the other and shall use commercially reasonable efforts to resume performance.

7. INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

7.1 Insurance. Each party shall maintain insurance customary for its business operations, including commercial general liability and, where applicable, environmental liability coverage.

7.2 Indemnity. Each party shall indemnify, defend and hold harmless the other from and against claims, liabilities, losses, damages and expenses arising out of that party’s negligence or willful misconduct in connection with this Agreement, subject to applicable law.

7.3 Limitation of Liability. Except for liability for gross negligence, willful misconduct, fraud, or breaches of environmental law, neither party shall be liable to the other for consequential, incidental, special, or punitive damages.

8. COMPLIANCE, ENVIRONMENT AND TAXES

8.1 Compliance. Each party shall comply with all applicable laws, regulations and permits relating to the storage, transport, sale and use of diesel fuel.

8.2 Taxes. Buyer shall be responsible for taxes and duties assessed on the sale, delivery or use of the diesel fuel, except that Supplier shall collect and remit taxes when required by law. Parties shall cooperate to identify taxes and exemptions where applicable.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party acknowledges that pricing, commercial terms, proprietary formulas, customer lists and other non-public business information disclosed by one party to the other in connection with this Agreement constitute Confidential Information. Confidential Information shall not include information that is or becomes publicly available other than as a result of a breach of this Agreement.

9.2 Non-Disclosure. Receiving party shall not disclose Confidential Information to third parties except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth above by certified mail, courier, or email (with confirmation) and shall be deemed given upon receipt.

11. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unsuccessful within 30 days, the dispute shall be resolved by arbitration in accordance with the parties' agreement, or if arbitration is not selected, in the courts of the state identified in Section 13 below.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or to a purchaser of substantially all of its assets.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to personal jurisdiction in that state for any disputes arising under this Agreement.

14. ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

ACKNOWLEDGEMENTS

By signing below, each party represents and warrants that: (a) it is duly organized and validly existing under applicable law; (b) it has full corporate or other authority to enter into and perform this Agreement; and (c) the person signing on its behalf is duly authorized to bind the party.

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