Fuel Hose Supply Agreement

FUEL HOSE SUPPLY AGREEMENT

This Fuel Hose Supply Agreement (the Agreement) is entered into as of by and between Supplier: with principal address at , and Purchaser: with principal address at .

WHEREAS

WHEREAS, Supplier is engaged in the manufacture and sale of hoses, fittings and related products suitable for the transfer and handling of petroleum and diesel fuel and represents that it is capable of supplying fuel hose assemblies meeting industry standards and Purchaser's specifications;

WHEREAS, Purchaser desires to purchase and Supplier agrees to supply fuel hose assemblies on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to govern the parties' rights and obligations with respect to the purchase, delivery, inspection and warranty of fuel hose products described herein.

1. SCOPE OF WORK

Supplier shall fabricate, test, and supply fuel hose assemblies, complete with required fittings, couplings, end terminations and markings, conforming to Purchaser's written specifications and applicable industry standards. The detailed description of goods, specifications, and delivery milestones is set forth below and in any purchase orders issued by Purchaser and accepted by Supplier.

2. PRODUCTS AND QUANTITY

Supplier shall supply the following categories of product. Purchaser may place one or more purchase orders identifying specific quantities and delivery dates consistent with this Agreement.

3. DELIVERY, PACKAGING AND TITLE

Delivery shall be FOB unless otherwise agreed in writing. Supplier shall package goods to prevent damage in transit. Title and risk of loss shall pass to Purchaser upon delivery to the agreed delivery point, subject to Purchaser's right of inspection and rejection as set forth herein.

4. INSPECTION AND ACCEPTANCE

Purchaser shall have the right to inspect delivered goods within days of delivery. Nonconforming goods may be rejected in whole or in part. Supplier shall, at its option, repair or replace nonconforming goods at Supplier's expense or, where appropriate, issue a credit. Acceptance shall be deemed upon expiration of the inspection period if Purchaser does not notify Supplier of rejection in writing.

5. PAYMENT TERMS

Purchaser shall pay Supplier for goods in accordance with the pricing set forth above and in accepted purchase orders. Unless otherwise agreed in writing, payment terms are as follows:

6. WARRANTY

Supplier warrants that, for a period of from the date of delivery, the hose assemblies will conform to the agreed specifications and be free from defects in materials and workmanship. Supplier's sole obligation under this warranty shall be, at Supplier's option, to repair or replace nonconforming goods or to refund the purchase price for such goods. This warranty does not cover damage caused by misuse, improper installation, alteration, accident, or normal wear and tear.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for Supplier's indemnity obligations and willful misconduct, in no event shall either party be liable to the other for special, incidental, punitive or consequential damages, including loss of profit, loss of use or business interruption, whether based in contract, tort (including negligence), strict liability or otherwise. Each party shall indemnify, defend and hold the other harmless from claims arising out of the indemnifying party's negligence, breach of this Agreement, or violation of law in connection with the performance of this Agreement.

8. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information shall mean nonpublic business, technical or financial information disclosed in written, electronic or oral form and identified as confidential or that a reasonable person would understand to be confidential. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to the extent reasonably necessary to perform the Agreement or as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue in force until unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach by the other party upon days' prior written notice if the breach remains uncured at the expiration of the cure period. Either party may terminate for convenience upon days' written notice. Termination shall not relieve either party of obligations accrued prior to termination.

10. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations (other than payment obligations) under this Agreement to the extent such delay or failure arises from causes beyond the reasonable control of the affected party, including but not limited to acts of God, war, acts of civil or military authority, strikes, fires, floods, pandemics, embargoes, or shortages of materials. The affected party shall promptly notify the other party of the existence and likely duration of such cause and shall use commercially reasonable efforts to mitigate the effects of the force majeure event.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and industry standards in the manufacture, packaging, labeling, transportation and sale of goods under this Agreement, including applicable safety and environmental requirements.

12. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If the parties are unable to resolve a dispute within sixty (60) days, either party may pursue any remedy available at law or in equity in the courts of competent jurisdiction in the governing state.

13. ENTIRE AGREEMENT

This Agreement, together with any purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, proposals and communications. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

14. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party designates by notice to the other. Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by recognized overnight courier service.

15. MISCELLANEOUS

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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