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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />Exhibit A - RFP E-03-22
<br />other handling of the Producl(s) or material contained in the Product(s), or any feature thereof, or otherwise relating to this Agreement. The parties
<br />specifically agree that the preceding sentence shall apply regardless of any other term or condition contained herein or any other agreement between
<br />the parties. Should Buyer claim exemption from any taxes, Seller is under no obligation to verily such status and Buyer shall indenmily Seller
<br />pursuant to Paragraph 15 in the event Buyer is or was not exempt from such taxes.
<br />7. Specification: Per Seller specifications.
<br />8. Quantity/Volunie: Buyer shall purchase 100`;0 of Monthly Gallons per each Delivery Point. Boyer is required to lilt Product(s) ratably on a
<br />weekly basis tit all Delivery Points.
<br />9. Ratable Usaee: During each calendar month of this Agreement, Buyer is required to lift each Product on a ratable basis by the week at any or all
<br />of the delivery points. The weekly ratable volume for each Product by delivery point is 7/30 of the maximum monthly volume (defined as
<br />one twelfth of Purchaser's yearly commitment or otherwise computed on it pro rata basis based on the number ormonths of this Agreement)
<br />specified for each delivery point.
<br />10. Defrult and Remedies: For the purposes of this Agreement. Buyers default includes (a) the making otany htlse or misleading representation in
<br />this Agreement and (b) the failure to observe or comply with any provision or covenant in this Agreement. In the event of Buyer's default, Seller
<br />may seek all legal and equitable remedies, including, without limitation, all rights provided by Article 2 of the Uniform Commercial Code. Seller
<br />may also seek its attorneys" tees. costs and expenses incurred in connection with Buyer's default. In addition, in the event that any invoice is not
<br />paid when clue or Buyer takes delivery in violation of Buyer's Credit Limit. Seller may at its option (i) suspend or condition further deliveries or (ii)
<br />terminate this Agreement. without notice or demand, and all unpaid balances shall be immediately due and payable, In the event Buyer fails to take
<br />delivery of any portion of any ProdUet(s) during the Term, including non-delivery as a result of Buyer's deliadt, Buyer agrees to pay Seller
<br />immediately Seller's lost profits on the undelivered quantity of Product(s). All amounts not paid when due shall bear interest at _% per annum and
<br />shall be paynble with all costs of collection, includinx, without limitation, Seller's attorneys Fees, costs and expenses. Upon the occurrence of an}+
<br />default, Seller may set off against the indebtedness of may amounts owing by Seller to Buyer, whether or not those amounts are immediately payable.
<br />Seller shall have the right to require the Bayer to take possession of the Product with or without demand and with or without process of law and the
<br />right to sell or dispose of the Product.
<br />11. Notices: Any notice, request or other communication required or permitted by or pertaining to this Agreement ("Notices") shall be in writing and
<br />issued to the addresses as listed above. Notices shall be delivered by (a) by a nationally recognized courier or messenger service with confirmed
<br />delivery, (b) personal service or (c) first class mail prepaid. Notice using the methods set forth in (a) or (b) shaft be deemed effective it delivered
<br />between 9AM (F.ST) and 5PNI (EST) ("Business Hours') on a day on which commercial banks are ripen for business ("Business Day"): any notices
<br />delivered after Business Hours or on it non -Business Day shall be deemed delivered as of 9AM (EST) on the first succeeding Business Day. Notices
<br />by first class prepaid mail shaft be deemed received 5 calendar days after mailing. Refusal by a party to accept notice shall not affect its validity.
<br />12. Allocntion: Seller. in its sole discretion, may decide to allocate or limit quantities of Product(s) available for snle. In such instance, Seller shall
<br />exercise reasonable efforts to provide all of its buyers with allocations of Product(s) reflecting amounts purchased previously on it regular basis prior
<br />to allocating any Product(s) to non guaranteed quantity purchase customers and/or new customers,
<br />13. Over Lifline: For purchases of PrOdUCI(s) exceeding the amounts set forth in Section 1 above. the Buyer shall be charged in accordance with
<br />current Port Consolidated delivered prices,
<br />14. Non -Reliance: Buyer represents that is entering into this Agreement as a principal (rather than as agent of any person or entity) and has made its
<br />own independent decisions to enter into this Agreement. Buyer is not relying on any communication (written or oral) of Seller as'a recommendation
<br />to enter into this Agreement. Buyer is capable of assessing the merits of and understanding (on its own behalf or through independent professional
<br />advice), and understands and accepts, the teens. conditions and risks of this Agreement.
<br />15. Warranties: Seller warrants that PrOdnel(s) delivered to Buyer will conform to the description(s) set forth oil page I of this Agreement. This is
<br />Seller's sole warranty, SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH
<br />REGARD TO ANY PRODUCT(S) PURCHASED HEREUNDER. ALL WARRANTIES Of MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND SPECIFICALLY EXCLUDED.
<br />16. LIMITATION OF LIABILITY: SELLER DISCLAIMS AND BUYER HOLDS SELLER HARrbILESS FROM AND AGAINST ANY
<br />LIABILI'T'Y FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGES, BUYER AGREES TO INDENINIFY AND 1-101-D SELLER
<br />HARMLESS FROM ANY CLAIMS OF LIABILITY ARISING FROM USE OF Tl1E PRODUCT, WIiETHER SINGLY OR IN COMBINATION
<br />WITH OTHER SUBSTANCES. Seller shall not be liable for damages, whether arising from performance of Seller's obligations under this
<br />Agreement, tort (negligence), or otherwise for loss of anticipated profits, loss by reason of plant shutdown, non -operation or increased expense of
<br />operation, service interruption, claims or customers, cost of money, loss of use of capital or revenue, or for any special, incidentul or consequential
<br />loss or damage. Bayer agrees to defend, indemnify and hold harmless Seller from and against any and all liability, losses, damages, costs, claims,
<br />lawsuits, judgments, settlements and expenses, including without limitation, reasonable attorneys fees, costs and expenses arising or related to this
<br />Agreement or Seller's performance under this Agreement. Buyer assumes all risk and liability I'or and shall indeniniry and hold Seller harmless from
<br />and against any and all loss, damage or injury to persons or property (whether to Buyer or third parties) arising out of the ownership, use. custody,
<br />control or disposition of the Product(s) by Buyer, its agents and employees or by any third parties.
<br />17. Risk of Loss and Title: Identification of the Product(s) shall occur the Agreement is effective. Risk of loss passes to Buyer on identification.
<br />Title of the Product(s) shall pass to Buyer on physical possession.
<br />18. Defects: Buyer shall within 2 days advise Seller of any alleged detect or Failure to conform with specifications. If the parties agree that the
<br />Seller is responsible, tit Seller's option (a) the detective Product(s) shall be returned at Buyer's expense. properly safeguarded against normal transit
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