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DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B- Proposal of Port Consolidated, Inc.
<br />PROVISIONS OF AGREEMENT
<br />The Commercial Terms and these Provisions of Agreement are collectively referred to as the
<br />"Agreement". This Agreement shall control over any purchase order, delivery sheet or other
<br />document used by Fuel Purchaser, regardless of whether or not such document is signed by an
<br />employee of Musket Corporation.
<br />1. PRICE ADIUSTMENTS. In the event fuel prices are to be determined by reference to an
<br />index, the price for each product shall be that first published on the date of delivery. Fuel
<br />Purchaser acknowledges that the prices of product sold under this Agreement, if stated in a dollar
<br />and cents figure, are based upon consideration of several factors and, as such, are subject to
<br />increase or decrease by Seller, in its sole discretion, at any time during the Term of this
<br />Agreement; without prior written notice to Fuel Purchaser. If such Product Distribution Costs
<br />change over the life of this Agreement, Musket, in its sole discretion, at any time during the Term
<br />of this Agreement, with prior written notice to Fuel Purchaser may change the Differential used
<br />in calculating the price to reflect the changes in the Product Distribution Costs. In the event any
<br />increase in price is unacceptable to Fuel Purchaser, Fuel Purchaser may elect to Immediately
<br />discontinue future purchases hereunder, onlyasto the product orproductsforwhich the price was
<br />increased; provided that, Fuel Purchaser timely makes such election in accordance with any
<br />requirement of Musket In such regard, it being understood that Fuel Purchaser may discontinue
<br />the purchase of other products hereunder and/or terminate this Agreement only upon thirty (30)
<br />days prior written notice to Seller.
<br />2. TAXES. Fuel Purchaser shall be responsible for any and all taxes arising from or related to
<br />the transactions contemplated by this Agreement, including but not limited to, all domestic and
<br />foreign taxes and duties now or hereafter imposed directly or indirectly: (i) on fuel products
<br />purchased by Fuel Purchaser hereunder and (ii) on the production, manufacture, transportation,
<br />purchase, sale, use or handling of such fuel products, of any material contained in such fuel
<br />products, or of any material from which such fuel products are wholly or partly refined or
<br />manufactured. Upon receipt of any invoice, bill orassessment related to suchtaxes or duties, Fuel
<br />Purchaser shall promptly and timely pay the same.
<br />3. INDEMNITY. To the extent permitted by applicable law, Fuel Purchaser hereby agrees to
<br />defend, indemnify and hold harmless Musket, its parent, subsidiaries, affiliates and related
<br />companies, and the partners, officers, directors, members, employees and representatives of any
<br />of the foregoing, from and against any and all liabilities, claims, liens, damages, fines or penalties,
<br />losses, judgments, costs and expenses (including attorneys fees and court costs), of whatever kind
<br />or nature and in any manner directly or indirectly arising out of, in connection with or resulting
<br />from (1) any breach of this Agreement or the performance of its obligations under this Agreement
<br />by Fuel Purchaser, an employee of Fuel Purchaser or anyone acting under Fuel Purchaser's
<br />direction or control or on its behalf, (ii) the negligence (whether active or passive) of Fuel
<br />Purchaser, an employee of Fuel Purchaser or anyone acting under Fuel Purchaser's direction or
<br />control or on its behalf, and (iii) the willful misconduct of Fuel Purchaser, an employee of Fuel
<br />Purchaser or anyone acting under Fuel Purchaser's direction or control or on its behalf, it being
<br />understood that Fuel Purchaser's obligations hereunder shall not apply to liabilities caused by the
<br />sole or gross negligence or willful misconduct of the indemnified party. Musket may participate
<br />in any investigation or defense of any claim or action hereunder and may, at its option,
<br />notwithstanding the foregoing indemnity, elect to conduct any investigation or litigation
<br />(00181405. DOCX;1)
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