Fuel Station Supply Contract

FUEL STATION SUPPLY CONTRACT

This Fuel Station Supply Contract (the "Contract") is made and entered into as of Effective Date: by and between Supplier Name: and Purchaser Name: .

RECITALS

WHEREAS, Supplier is engaged in the business of procuring and supplying petroleum products suitable for retail fuel dispensing and related products and services; and

WHEREAS, Purchaser operates a retail fueling station(s) and desires to purchase fuel and related services from Supplier under the terms and conditions set forth herein; and

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

SCOPE OF WORK

Supplier shall supply and deliver fuel products conforming to the specifications set forth below for delivery to the delivery location(s) identified by Purchaser. Supplier shall also provide related services as specified, including but not limited to product monitoring, emergency delivery, and quality assurance testing as requested and agreed.

DELIVERY; TITLE AND RISK OF LOSS

Delivery Point: . Supplier shall deliver product to the Delivery Point by the delivery method agreed. Title and risk of loss for each delivery shall pass to Purchaser at the point of offloading at the Delivery Point unless otherwise agreed in writing.

Lead Time for Regular Deliveries: . Emergency delivery obligations and response times are as set forth in the Scope of Work.

PAYMENT TERMS

Unit Price per Gallon: . Estimated Monthly Quantity (gallons): .

Invoices shall be submitted to Purchaser and are due and payable within days of invoice date. Late payments shall accrue interest at per month or the maximum permitted by law, whichever is less. Purchaser shall pay all undisputed amounts in accordance with this Contract.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Contract for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Purchaser of liability for amounts due for product delivered prior to the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public commercial, operational, pricing or technical information furnished by the other party in connection with this Contract ("Confidential Information"), except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Contract, (ii) is already known to the receiving party without restriction, or (iii) is rightfully obtained from a third party without confidentiality obligations. Obligation of confidentiality shall survive termination of this Contract for a period of years.

INDEMNIFICATION; LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorney fees) arising out of the indemnifying party's negligence, willful misconduct, breach of this Contract, or violation of law in connection with the performance of its obligations hereunder. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, embargoes, governmental actions, or shortages of fuel supply, provided that the impacted party gives prompt written notice to the other party and uses commercially reasonable efforts to resume performance.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising out of this Contract shall be in a federal or state court of competent jurisdiction located in that state.

ENTIRE AGREEMENT

This Contract, including all exhibits, schedules and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. Any amendment or modification of this Contract must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Headings are for convenience only and shall not affect interpretation.

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