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DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc.
<br />necessary by (Chevron) to support any credit extension, If during the lite of this contract, the financial capacity of the buyer
<br />becomes Impaired or unsatisfactory to (Chevron) in the sole judgment of (Chevron), advance cash payment or security
<br />satisfactory to (Chevron) shall be given by the buyer on demnnd by (Chevron) and shipments/dellveries may be withheld until
<br />such payment or security is received.
<br />Seller's terms of payment are subject to change without notice at the discretion of Seller.
<br />TAXES . Any tax, duty, toll, fee, impost, charge, exaction, or other obligation, or the amoant equivalent thereto, and any increase
<br />thereof now or hereafter inywsed, levied, assessed, or required by any governmental authority upon, measured by, incident or
<br />related to oras a result of the transoctiona herein provided for (other than l000l, state and Federal not income tuxes meusured by
<br />the net income of Seller from all sources), or the transportation, importation, production, manufacture, use or ownership of the
<br />goods covered by this contract, shall, if collectible, payable, accountable, managed, or administered by Seller, be paid by Buyer
<br />on demand by Seller. Any such payments shall be In addition to the prices otherwise provided for in this contract, Buyer slutll, at
<br />Seller's request, execute and deliver to Seller such certificates or other documents as Seller may reasonably require in order to
<br />enable Seller to secure any tax exemption which may be available in connection with sales or deliveries hereunder.
<br />DELIVERIES. Nesel &el deliveries shall be made by Seller to Buyer at the locations specified in Exhibit A. Title and risk of
<br />loss shall pass to Buyer at the point of delivery into Buyer's trucks, railcars, storage facilities, or other receiving unit. If deliveries
<br />are to be made into vehicles supplied by Buyer, Seller shalt not be required to make such deliveries into such vehicles unless they
<br />are clean and empty immediately prior to delivery and shall not be required to load or deliver quatitities less than the full capacity
<br />of the vehicle, except as otherwise authorized by Seller. If deliveries arc to be made into Buyer's storage facilities, Buyer shall
<br />provide storage facilities sufficient to enable it to receive such deliveries and sball provide Seller with imitupeded access to make
<br />deliveries 24 hours per day, Buyer is responsible for ensuring (list any vehicles and facilities used to receive deliveries are in safe
<br />Condition, that vehicles ere in compliance with all applicable terminal procedures, policies, rules or requirements in effect at the
<br />time of delivery, and that Buyer's storage facilities call be accessed safely. Seller• shall not be obligated to make any delivery to
<br />Buyerthat cannot be made safely in SelIer's sote judgment. Buyer shall comply with such reasonable policies, procedures, rules
<br />and requireiuents as Seller may establish regarding deliveries by Seller into Buyer's vehicles or storage facilities. Orders for
<br />deliveries shall be placed by Buyer with such advance notice and in such manner as Seller may designate,
<br />8. CONFLICTS OF INTEREST. Neither Buyer not any director, employee or agent of Buyer shall (1) give to or receive from any
<br />director, employee or agent of Seller or Its affiliates any commission, fee, or rebate, or any gift or entertainment of significant
<br />coat or vntue in connection with this contract, or (2) enter into any business arrangement with any director, employee or agent of
<br />Seller or its affillates (othor Ilion as a representative of Seller or its affiliates) without prior written notice to Seller. Buyer shall
<br />promptly notify Seller of any violation of this section 8 and any consideration received as a result of such violation shall be paid
<br />over or credited to Seller. Any representative authorized by Seller may audit airy and all records of Buyer for the sole purpose of
<br />determining whether there has been compliance with this section 8 for up to 24 months after the termination of this contract.
<br />PREVENTION OF PERFORMANCE: SHORTAGE OF SUPPLY. There shall be no obligation to sell or deriver, or to purchase
<br />or receive, products under this contract when, and to the extent that, such actions are prevented or hindered by act of God, tire,
<br />Oct, Tabor disturbances (whether involving employees of the party affected or of others and regardless of whether the disturbance
<br />could be settled by acceding to the demands of a labor group), accident, war, the acts of any government (at any level, foreign. or
<br />domestic) or any causes beyond the reasonable control of the party affected, whether or not slmihir to any of the foregoing causes,
<br />Due to an interruption, loss or shortage of necessary facilities or supplies, or uricoilainties in the supplyldemand situation (which
<br />may include a decision by Seiler that the costs of somo products which might be available are unreasonable), Seller may not have
<br />sufficient supplies of one or more of the products covered by flus contract to meet the full requirements of Buyer, of Seller's
<br />other customers, and of Seller for its own use, If there is a shortage of products doliverabic under this contract; Seller may allocate
<br />deliveries of available products among Buyer, Seller's other customers (contract or otherwise, including Seller's affiliates) and
<br />Seller for Its own use, on any basis which in Seller's sole judgment is fair and reasornble, allowing for such priorities as Seller
<br />deems appropriate. Allocation is fair and reasonable even if it is based on a shortage in the then-contomplated souks of supply
<br />or a general shortage in the supply system of Seller or its affiliates or on historical or planned deliveries,
<br />10. OIL SPILLS. If a product spill occurs anywhere in connection with Buyer's perforrpance of this contract, Buyer shall promptly
<br />notify Seiler and the appropriate governmental authorities and shall take immediate action to clean up the spill and prevent further
<br />damage. Upon receipt of such notification, Seller shall have the right, at its election, to provide, or cause to be provided to Duyer
<br />such additional manpower, equipment and material its in Seller's sole discretion are deemed reasonable to complete the cleanup
<br />in a satisfactory resumer. Buyer shall pay and be responsible for, and .Buyer's indemnity obligations under this contract shall
<br />include all costs and expenses incurred in connection with the clean-up operations, including reimbursement to Seller for all of
<br />its costs and expenses, and all fines, charges, fees or judgments imposed or levied by any Federal, state or local goverumantal
<br />agency as a result of such spill, except in the event the spill resulted solely fi-om any act or omission on the part of Seller or
<br />Settees employees.
<br />11. INDEMNiTY, Buyer shall indemnify, defend and hold harmless Seller and its affiliates, and their respective director, employees
<br />and agents, fiom nod against any and all expenses (including attorneys' fees), liabilities and claims of whatsoever triad and nature
<br />including those for damago to property (including property of Buyer), or for injury to or death of any person (Including Buyer),
<br />C&1-020(3-08)
<br />Product Sales Contract (Reseller) _ 2 REV 05/12114
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