Fuel Price Agreement for Port Adoption

FUEL PRICE AGREEMENT FOR PORT ADOPTION

This Fuel Price Agreement for Port Adoption (the "Agreement") is entered into as of Effective Date: by and between:

Port Authority / Adopter Name:

Fuel Supplier / Provider Name:

Recitals

WHEREAS, the Port Authority seeks to adopt a fuel procurement arrangement for vessels and port operations at the specified port facilities and requires a stable pricing mechanism to enable budget planning and operations; and

WHEREAS, the Fuel Supplier operates in the supply, storage and delivery of refined marine fuel and is willing to supply fuel under the pricing and delivery terms set forth herein; and

WHEREAS, the parties desire to set forth the terms governing adoption of the Supplier's fuel price at the port and the mechanism for price adjustment, invoicing, and audit.

Scope of Work

Fuel Pricing and Adjustment

Base Price Per Unit: per . Currency:

Price Adjustment Mechanism: The parties agree that the Base Price shall be subject to adjustments to reflect materially changed input costs. Adjustments will be applied in accordance with the formula and schedule set forth below. Any adjustment shall be substantiated by written calculation and supporting documentation delivered with the notice of adjustment.

Payment Terms

In consideration for the Supplier's delivery of fuel, the Port Authority shall pay amounts due in accordance with invoices issued by the Supplier. Invoices shall itemize delivered quantities, unit price, applicable adjustments, taxes, and any agreed surcharges.

Late Payment: Unpaid amounts shall accrue a late fee at the rate of from the due date until paid. The Supplier may suspend deliveries for invoices overdue by more than days, provided the Supplier gives not less than five (5) business days' prior written notice.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered no less than days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in strict confidence all Confidential Information received from the other party (the "Discloser") and shall not disclose such information to any third party except as required for performance under this Agreement or by law. Confidential Information means non-public commercial, technical or financial information marked or reasonably understood to be confidential. The Recipient shall use Confidential Information solely for the performance of this Agreement and shall restrict access to employees and contractors who have a need-to-know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of five (5) years, except that trade secrets shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Records, Audit and Measurement

The Supplier shall maintain complete and accurate records of all deliveries, quantities and pricing calculations for a period of three (3) years following the date of the invoice. The Port Authority shall have the right, upon reasonable prior notice and during normal business hours, to audit such records no more than once per calendar year (or additionally if there is a reasonable dispute) to verify compliance with pricing and delivery obligations. Where an audit reveals an underbilling or overbilling error in excess of one percent (1%), the party in error shall promptly pay the net amount due together with interest at the rate specified for late payments, or, if overpaid, shall promptly refund the net amount to the other party.

Representations, Warranties and Liability

Each party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Supplier warrants that fuel delivered will conform to the agreed specifications and be free from material defects. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt to resolve disputes arising out of or in connection with this Agreement through good faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in the agreed jurisdiction, unless the parties mutually elect to proceed in a court of competent jurisdiction for interim relief.

Entire Agreement

This Agreement, including any exhibits, schedules and written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, proposals or communications. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice. Notices shall be effective upon receipt.

Sign Now