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DocuSign Envelope ID: C327FODO-D8DF-4343-I35DB-90853D1 ED8AA
<br />Exhibit B - Proposal of Port Consolidated, Inc.
<br />directly or Ind(reetly arlsing or alleged to arise out of or in any way connected with the acquisition, storage, handling, or use of
<br />any products purchased under this contract, or with the maintenance, upkeep, repair, replacement or operation of any premises
<br />used by Buyer in connection with this contract or anything located thereon, including any act or omission of Buyer or Buyer's
<br />agents or employees in the performance of this contract, or in the operation of any vehicle in connection with Buyer's business.
<br />The foregoing indemnity shall not apply to the extent and only to the extent such expense, liability or claims result front Seller's
<br />sole negligence or willful misconduct.
<br />12. DEFINITIONS AND USAGES. In this coutraet, unless otherwise stated or the context otherwise requires, the following
<br />definitions and usages apply:
<br />• "Seller and its affiliates" means Seller, its divisional parent company Chevron U.S.A. Inc., and the subsidiary and
<br />affiliated companies of oach of them,
<br />• "U,S," refers to die United States of America, and all prices are expressed in U.S. currency and all units of measure are
<br />In U.S. units.
<br />• "Includes" means "includes, but is not limited to," and "including" means "including but not limited to."
<br />• Actions permitted wider this contract may be taken at any time and from time to time in the actor's discretion.
<br />• "A or B" means "A or B or both."
<br />13. APPLICABLE LAW AND DISPUTE RESOLUTION. This contract shall be governed, constitted, interpreted, enforced and the
<br />rotations between the parties determined in accordance with the laws of the state of California, without regard to its choice of law
<br />rules. In the event a dispute arises with respect to the interpretation or performance of, or the relationship created by, this contract,
<br />the parties shall attempt in good faith to resolve the dispute. If such efforts prove unsuccessful, each party agrees to consider the
<br />use of mediation, mini-trinl, arbitration or other alternative dispute resolution techniques prior to resetting to litigation. If
<br />mediation, mini -trial, arbitration or other alternative dispute resolution techniques are utilized by the parties, each party agrees
<br />that no award or decision resulting therefrom shall include punitive damages. If the parties are unsuccessful in their good faith
<br />attempt to otherwise resolve a dispute, the parties hereby irrevocably and unconditionally consent to submit to the exclusive
<br />jurisdiction of the courts of either (1) Contra Costa County in the State of California, or (2) the federal courts of the Northern
<br />District of California, for any actions, suits or proceedings arising out of or relating to this contract (and the parties each agree
<br />not to commcnco any action, suit or proceeding relating thereto except in such courts),
<br />14, PRIOR ACrREEMENTS: WAIVER: MODIFICATIONS. This contract constitutes the entire agreement of the parties with
<br />respect to its subject mattet and terminates and supersedes any prior agreement, understanding, representation, or proposal
<br />relating to the sale by Seller ofproducts to Buyer at the delivery locations specified in Exhibit A or ancillary Discretionary Sales
<br />contemplated by section 22. Waiver by Seller or Buyer of one or rnoro breaches of this contract shall not be deemed to be a
<br />waiver o f any other or continuing breach. No modification of this contract, and no waiver of any of its provisions, shall be binding
<br />on Seller or Buyer unless in writing and signed by Seller and Buyer.
<br />15. SEVERABILITY. If any ptovision of this contract shall be adjudged invalid orunenforceableby acourt of competent jurisdiction
<br />or by operation of any applicable law, such provision shall be deemed omitted and the remaining provisions shall remain in ftill
<br />farce and effect.
<br />16. MSDS. Buyer acknowledges receipt of Material Safety Data Sheets (MSDS) for all products covered by this contract.
<br />17. DAMAGES. in no event shall Seller be liable for any special, indirect or consequential damages of any kind including loss of
<br />profits, loss of use or claims of Buyer's customers due to loss of service whether the damages aro based in contract or tort
<br />(including negligence or strict liability) orotherwise. Buyer's exelustve remedy for any and all losses or damages resulting from
<br />the purchase ofproducts under this contract, including, but not limited to, any allegation of breach of warranty, hreach of contract,
<br />negligence or strict liability, shall be limited, at Buyer's option, to either the retum of due purchase price or the replacement of
<br />the fuel for which a claim is proved.
<br />18. ,ASSIGNMENT AND DELEGATION[. This contract Is personal to Buyer and Buyer shall not, subject to any valid requirements
<br />of any applicable statute, assign any rights or delegate any ditties that Buyer may have under this contract, either voluntarily,
<br />invotuntarity or by operation of law, or otherwise, without the prior written consent of Seller. If Buyer is a corporation, any sale,
<br />conveyance, alienation, transfer or other change of intcrest in or title to or beneficial ownership of 50 percent or more of the
<br />voting stock (or securities convertible into 50 percent or more of the voting stock) of Buyer, either voluntarily, involuntarily, by
<br />operation of law, merger or other corporate proceedings, or otherwise, shall be construed as an assignment of Buyer's rights under
<br />this contract. Seller may assign any of its rights or delegate any of Its dirties wider this contract without Buyer's consent,
<br />19, NOTICES. Notice.% to be given under this contract shall be in writing and delivered by mail, in person, or by facsimile to the
<br />other party at the appropriate address specified in Exhibit A, or at such other address as either party may designate by written
<br />notice to the other. Nodeos shall be effective at time of receipt.
<br />C&I-07.0(3-0$)
<br />Product Sales Contract (Reseller)
<br />-3 - REV 05/12/14
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