|
DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />Exhibit A - RFP E-03-22
<br />(Revised 8/1/2016)
<br />PRODUCT SALES TERMS
<br />These terns will apply to any agreement to which they are attached, in which they are incorporated by reference, or which is found on the other side of
<br />these terms. In the event of a conflict between that agreement and these terms, that agreement will control. That agreement and these terms are
<br />collectively referred to below its the "Agreement", and the term "Products" refers to the petroleum products sold by Marathon Petroleum Company 1.P
<br />("Seller") under this Agreement to the buyer identified in this Agreement 1"Buver''l.
<br />1. Payment Payment lents are subject to change by Seller at any
<br />time. If Seller does not receive payment when due. it may impose a late
<br />payment ehargc not to exceed the maximum amount allowed by law and if
<br />the account is placed for collection or suit is Filed thereon, Seller will he
<br />entitled to attorney fees and court costs. PAYMENTS TENDERED IN
<br />FULL. SEI"I'LENIF,NT OF A DISPUTED AMOUNT MUST BE
<br />CLEARLY LABELED AS SUCH AND SENT BY CERTIFIED
<br />\1Ai1., RF,TURN RECEIPT REQUF.S7'ED, TO: CONIN ERCiAL
<br />CREDIT MANAGER, MARATHON PETROLEUM CONIPNNY LP,
<br />539 SOUTH MAIN Si'RF,ET, FINDLAY, OHiO 45840. Seller may set
<br />off amounts owed by Buyer to Seller or its subsidiaries or affiliates against
<br />amounts owed by Seller to Buyer.
<br />2. Taxes. Buyer will pay, and indemnify Seller for, all taxes, fees,
<br />duties, environmental levies, and other charges (whether imposed on
<br />manufacture, processing. use, purchase, sale, resale. delivery, receipt, title
<br />transfer, inspection, removal lion storage, measurement or passage
<br />through a measurement device, receipt of payment, or other activity, and
<br />regardless of when imposed) relating to Products, or their raw materials or
<br />lbedstocks. The sole exception to this obligation is tuxes based on or
<br />measured by Seller's income or net worth. Upon account set up, Buyer
<br />will promptly furnish Seller with the Buyer's appropriate state tae
<br />registration number(s), its federal identification number and any applicable
<br />tax exemption certificates. Buyer will promptly inform Seller of any
<br />changes to its tax registration or exemption status that may occur after
<br />account setup.
<br />3, Delivery. All sales will be F.O.B. the "Ship From" location stated. in
<br />this Agreement, unless this Agreement clearly provides otherwise. Title
<br />and risk of loss will pass to Buyer at the "Ship From" location as Product
<br />passes (as applicable) the transport truck or railcar inlet Mange, barge
<br />Fhose connection, or pipeline upstream flange. Title mid risk of
<br />loss will not be affected by Seller's ownership of the transportation assets,
<br />arrangement o1' shipment and/or pre -payment or collection of shipment
<br />expenses from Buyer. Seller will have no obligation to deliver Product at
<br />the "Ship From" location unless Buyer, its agents, and its carriers have
<br />entered into, and are in compliance with, agreements governing access to
<br />the "Ship From" location,
<br />Where this Agreement clearly provides that delivery is F.U.B. the "Ship
<br />To" destination, title and risk of loss will pass to Buyer at the "Ship To'
<br />destination as Product passes (as applicable) die transport truck or railcar
<br />outlet Flange, barge permanent hose connection, or pipeline downstream
<br />flange. Where shipment is by railcar, and Buyer is unable to accept
<br />delivery of the railcar when offered, then title and risk of loss will pass to
<br />Buyer at the time of constructive placement of the railcar. Buyer will pay
<br />and be responsible for any demurrage, fleeting, shifting, parking,
<br />detention, port or other churges related to receipt or delivery of Product,
<br />unless solely caused by Seller.
<br />4. Quantity and Inspection. Quantities will be determined by (in
<br />order of preference) calibrated meters; terminal tank gauges or shoretank
<br />downgauges: or any applicable ASTM method, Quantities may be
<br />temperature -adjusted to 60°F, at Seller's option, using built-in temperature
<br />compensators or ASTM tables. Either party may require that Product
<br />quantity and quality be determined by a joind-selected, licensed
<br />petroleum inspector, whose findings will be conclusive. Customary
<br />inspection costs will be shared equally, but additional services will be paid
<br />for by the party requesting them.
<br />S. Compliance With Laws. Buyer, its agents, and its carriers will
<br />comply with all laws, regulations, and standards applicable to the sale.
<br />delivery (including loading, unloading, and/or transloading),
<br />transportation. storage, use, and disposition of Products, and Buyer will
<br />not deliver, or allow to be delivered, to an RVP or RFG control area any
<br />Product that would be in violation of U.S. EPA regulations applicable to
<br />that area, Buyer will require similar commitments from its purchasers.
<br />Product identified as Blend -Grade, CBOB or RBOB is for use as blending
<br />component only.
<br />6. Safety and Health. Buyer shall thoroughly review and adhere to all
<br />Safety Data Sheets (SUS) and other safety-related information provided by
<br />Seller concerning the Products, including but not limited to the
<br />recommended use, restriction on use, precautionary measures and
<br />exposure controls for each of the Products as described in the SDS. Buyer
<br />shall comply with all state and federal laws, regulations and codes
<br />pertaining to the maintenance and distribution of SUS. Buyer
<br />acknowledges the hazards and assumes the risks associated with handling
<br />1425885.DOCX )
<br />and using each of the Products. SDS for Products are available at lite
<br />following internet address: http://lvww.mai-athonpetralcuni.coiii
<br />/brtnd/produets/sds/. Buyer may request to receive $DS via email by
<br />contacting the Seller at sdsinl'o(iemarathonpctroleum.coni.
<br />Buyer's employees, agents, and subcontractors will comply with all
<br />applicable safety standards, policies, practices and rules of conduct
<br />mandated by Seller when involved in any operations on Seller's premises
<br />in connection with the performance of this Agreement.
<br />7. Warranties. Seller warrants good title to all Products supplied
<br />hereunder at the time of delivery to Buyer, and that each Product supplied
<br />hereunder will comply with all applicable federal, state and local rules and
<br />regulations in effect at the time and place title thereto passes to Buyer.
<br />MPC DISCLAINIS ANY AND ALL OTHER WARRANTIES AND
<br />REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE
<br />Olt QUALITY OF PRODUCTS SUPPLIED HF,REUNDER
<br />1NCL11DING, RI)T NOT i.ihITTFD 7'0, ANY INII-I.IED
<br />WARRANTY OF MERCHANTABILITY OR FITNESS FOR
<br />BI;VT,R'S PARTICULAR Olt INTENDED PCRPOSES OR USAGE.
<br />Seller will, at its option and its cost (including expense of return and re-
<br />delivery), remedy the defect in, replace, or retard the purchase price of. any
<br />Product that fails to meet this warranty. THIS IS BUY'ER'S
<br />EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
<br />S. Claims. All claims must he in writing. Product quality or quantity
<br />claims must be delivered to Seller within 30 days after delivery of the Product.
<br />and all other claims by Buyer must be delivered to Seller within 60 days after the
<br />event giving rise to the claim. Buyer will preserve, and permit Seller to inspect
<br />and sample, the subject Product, ANY LAWSITF AGAINST SELLER
<br />WHICH INVOLVES THiS AGREEMENT Olt THE SALE. OF
<br />PRODUCTS MUST BE BROUGHT WITHIN ONE YEAR AFTER
<br />THE CAUSE OF ACTION ACCRUES.
<br />9. Limitation of Liability. IN NO EVENT WILL SELLER'S
<br />LIABILITY FOR DAMAGES (WIiF:THF.R ARISING FROM
<br />BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE,
<br />STRICT LIABILITY, OR OTHERWISE) FXCF,ED Tl1E
<br />PURCHASE PRICE OF THE PRODUCT CONCERNED NOR WiLL
<br />SELLER BE LIABLE FOR PUNITIVE. INCIDENTAL,
<br />CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING LOST
<br />PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF S1CH
<br />DA,YIAGES.
<br />10. Force Majeure and Allocation. Neither party will be liable to die
<br />other for any delay or failure in performance (other than to make payments
<br />when due) to the extent that it is caused by circumstances beyond its
<br />reasonable control, or by lire; explosion: flood; earthquake; storm; act of
<br />God; mechanical breakdown; sabotage or vandalism, strike or other labor
<br />disturbance (Seller will not be required to settle a labor dispute or take an
<br />action that might involve it in a labor dispute); shortages of, or delays in
<br />obtaining, crude oil, feedstocks, rate materials or fink -lied products,
<br />equipment, labor, transportation, or storage: interruption of utility services;
<br />or compliance with any law, regulation or order (regardless of validity) of
<br />any governmental or military authority. Further, if Seller at any time
<br />decides that its Product supply is insufficient to meet the actual or
<br />forecasted needs of Seller, its divisions and subsidiaries, and its and their
<br />customers (whether under contract or not), Seller may allocate its supply
<br />among all of them in any fair and reasonable manner determined by Seller.
<br />11. Indemnity. Buyer will indemnify and defend Seller and its
<br />employees and agents against any loss, claim, liability (actual or alleged),
<br />line, penalty, or expense (including court costs• attorney fees, and litigation
<br />expenses), of any kind (including those based in tort, warranty, or strict
<br />liability), arising out of, or in connection with; (i) the performance of this
<br />Al reement; (ii) ally failure of Buyer, its agents or employees to comply
<br />with the terms and conditions of this Agreement; or (iii) any act or failure to
<br />act in the handling, storage, transportation, loading, unloading, transloadinf;.
<br />resale, or other use, by Buyer or others, of a Product sold under this
<br />Agreement. The only exception to this obligation is when Seller's
<br />negligence or intentional misconduct is determined by a court to be the sole
<br />cause of the damage. In responding to any third -party claims, Seller may
<br />select an attorney and may enter into any settlement without affecting this
<br />obligation.
<br />12. Default. Seller may terminate this Agreement in the event of a
<br />material default by Buyer which is not cured within 10 days after notice of
<br />default is given. Seller may also terminate this Agreement at once (and
<br />
|