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Fuel Supply Agreement Template

Buying fuel for a facility or fleet is not a casual transaction. It is a continuous operational dependency that affects cost, uptime, and compliance. When terms are unclear—what fuel costs, who buys it, who guarantees quality, how records are kept—expenses rise quickly, and disputes follow. A fuel supply agreement turns an informal purchasing pattern into a defined system. It outlines supply duties, pricing mechanics, per-gallon fees, warranties, record-keeping, and how either side can end the relationship. It gives the buyer predictability while giving the supplier clear expectations.

This template reflects a non-exclusive structure. The buyer maintains flexibility to purchase fuel from other sources while still locking down consistency where it matters. You can download this fuel supply agreement template and tailor it to your facility, fleet, or resale operation before the next delivery arrives.

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Fuel Supply Agreement

PETRO TRUCKSTOPS, INC.

Fuel Supply Agreement

THIS FUEL SUPPLY AGREEMENT (the “Agreement”) is made as of by and among (“Buyer”), a corporation, and (“Supplier”), a limited partnership.

WHEREAS, Buyer leases the truck/auto travel center facility at (the “Facility”) and buys and sells petroleum products;

WHEREAS, Supplier is in the business of buying and selling petroleum products; and

WHEREAS, Supplier agrees to sell and Buyer agrees to purchase for resale, some of its requirements for fuel at the Facility.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby expressly acknowledged, Buyer and Supplier hereby agree as follows:

Duties.

During the term hereof:

Supplier hereby agrees to sell, and Buyer agrees to purchase and pay for, some of Buyer's requirements for fuel at the Facility.

Supplier shall purchase fuel from third party suppliers on behalf of Buyer and then sell the fuel to Buyer.

In consideration of purchases that have been made or are to be made by Supplier on behalf of Buyer, Buyer shall pay to Supplier an amount equal to per gallon of fuel purchased through Supplier.

This Agreement is non-exclusive and shall not require Buyer to purchase any minimum amount of product from Supplier nor prevent Buyer from dealing with and conducting business with any other persons in competition with Supplier.

Term.

The terms of the Agreement shall extend until 0 years after the date of execution of this Agreement and shall automatically renew thereafter for additional terms of 0 years each unless (i) Buyer gives Supplier written notice of its intent to not renew this Agreement at least 0 days before the expiration of the primary term or any renewal term that has begun to run or (ii) the Agreement is sooner terminated pursuant to Section 4. below.

Maintenance and Audits of Records.

Each party shall keep such books and records at its principal offices in the United States in accordance with United States generally accepted accounting principles, consistently applied, and shall maintain and make such books and records available for at least 0 years after the termination of this Agreement for possible inspection, copying, extracting and/or audit by the other party. Each party or its duly authorized agents or representatives shall have the right not more than once every to review and, through an independent certified public accounting firm selected by the party conducting the audit and reasonably acceptable to the other party, to conduct audits with respect to the books, records, and all other documents and materials in the possession or under the control of the other party relating to this Agreement. If the accounting firm selected to conduct an audit is not reasonably acceptable to the other party, then each party shall choose one accounting firm and such accounting firms shall then choose a third independent certified public accounting firm, whose determination as to all matters shall be final. Each party choosing an accounting firm shall bear the costs of such accounting firm, and the cost of the third accounting firm, if any, shall be borne by the party requesting such audit.

Termination.

This Agreement may be terminated prior to the expiration of its term by mutual written agreement of both parties hereto, or by either party if the other party shall remain in material breach hereof for 0 days (0 days if the default is a payment default) after the receipt of written notice of such breach from the terminating party.

Covenants of Parties.

Each party hereby agrees to comply, and hereby represents and covenants that it will conduct its activities and its operations in continuous compliance, with all applicable local, state and federal laws, rules and regulations, and that it will at all times conduct its activities under this Agreement in a reasonable, safe and lawful manner.

Supplier hereby warrants and guarantees to Buyer that the services to be provided hereunder shall be of the highest quality of workmanship then available.

Supplier hereby warrants and guarantees to Buyer that the products it may sell to Buyer hereunder shall be of merchantable quality and condition.

Indemnification.

Supplier hereby agrees to indemnify, defend and hold harmless Buyer, and its respective directors, officers, shareholders, partners, agents, attorneys and employees from and against any and all liabilities, claims, obligations, demands, damages, fines, penalties, suits, judgments, costs and expenses, whatsoever, including but not limited to court costs and reasonable attorneys’ fees, which Buyer and/or such other indemnified parties may incur or which may be asserted against any of them, and which arise or occur because of a breach by Supplier of its obligations under this Agreement and/or the negligence or willful misconduct of Supplier and its agents and employees.

Buyer hereby agrees to indemnify, defend and hold harmless Supplier and its directors, officers, agents, shareholders, attorneys and employees from any and all liabilities, claims, obligations, suits, demands, damages, fines, penalties, judgments, costs and expenses whatsoever, including but not limited to court costs and reasonable attorneys’ fees, which Supplier and/or such other indemnified parties may incur or which may be asserted against any of them, and which arise out of or occur because of a breach of Buyer’s obligations under this Agreement and/or the negligence or willful misconduct of Buyer and its agents and employees.

Notices.

Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be given in writing and shall be deemed to have been duly given when personally delivered or mailed by first class mail, certified, return receipt requested, postage prepaid and addressed as follows, if mailed:

To Buyer:

Attn:

To Supplier:

Attn:

Entire Agreement.

This Agreement contains the entire agreement of Buyer and Supplier regarding the subject matter addressed herein. This Agreement may not be changed orally but only by an agreement in writing signed by each party hereto.

Counterparts.

This Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same document.

Applicable Law.

This agreement shall be governed by and construed in accordance with the internal law of the state of .

Joint Preparation.

This Agreement shall be deemed to have been jointly prepared, and no ambiguity herein shall be construed for or against any party based upon the identity of the author of this Agreement or any portion hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

Pending

Name:
Title:

Pending

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Disclaimer: The original creator, the author of this template, and fynk GmbH are not responsible for any damages or liabilities that may result from using this template. This template should not be considered a substitute for legal advice, and consulting with a legal professional is recommended before use. fynk GmbH, the original creator, and the author do not provide legal advice and will not be held accountable for any legal consequences arising from its use.

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Background Information

Define non-exclusive fuel supply terms between a buyer and supplier.

This fuel supply agreement sets out how fuel is sourced, priced, and documented for a facility or fleet. It clarifies duties, risk allocation, compliance, and termination rights.

What is a fuel supply agreement?

A fuel supply agreement is a contract where a supplier provides diesel or other fuel products to a buyer for resale or internal use at a defined site or across operations. It sets how fuel is sourced, how pricing is calculated, which per-gallon fees apply, and who handles quality, documentation, and compliance.

This template is non-exclusive. The buyer may work with multiple suppliers and is not required to buy minimum volumes.

The structure usually includes:

  • The main body: duties, pricing, term, termination, indemnification, record-keeping, notices, governing law.
  • Optional schedules: facility details, pricing formulas, delivery expectations.

Together, these pieces create a repeatable framework without forcing exclusivity.

Why fuel supply agreements matter

Without a written agreement, issues show up quickly:

  • Pricing disputes when no one agrees on how charges were calculated.

  • Quality concerns if equipment problems arise and warranties weren’t documented.

  • Weak records that complicate tax and compliance reviews.

  • Confusion over how to exit the relationship.

  • Liability exposure when negligence or non-compliance isn’t covered by indemnity.

A strong agreement locks in:

  • Clear, non-exclusive supply expectations.
  • Transparent pricing logic and per-gallon fees.
  • Record-keeping standards and audit rights.
  • Mutual indemnification.
  • Written warranties.
  • A clean renewal and termination framework.
  • Defined governing law.

Instead of reacting after something fails, both parties know the rules.

How to use this fuel supply agreement template

Start with the parties and facility. Add the supplier’s and buyer’s legal names and describe the site or fleet operations where fuel will be supplied.

Define duties. State that the supplier may purchase fuel from third parties on the buyer’s behalf and resell it under agreed terms. Note that the buyer is purchasing only some of its requirements—important for non-exclusivity.

Set pricing. Define how fuel price is determined and add the per-gallon administrative fee. Include billing cadence, invoicing details, and late-payment rules.

Adjust record-keeping and audit rights. Confirm how long books and records must be kept, which accounting standards apply, and how often audits may occur.

Set term and renewal. A simple structure is a one-year term with automatic renewals unless the buyer provides written notice within a defined window.

Refine termination rights. Include cure periods for material breach and shorter periods for payment defaults.

**Before signature, run the document through procurement, finance, and legal so pricing, indemnity, warranties, and governing law match internal standards.

Who this fuel supply agreement template is for

This template fits operations that want consistent fuel supply terms without exclusivity. Typical users include:

  • Fuel distributors and wholesalers.
  • Transportation and logistics fleets.
  • Truck stops and gas stations buying fuel for resale.
  • Agricultural, industrial, and construction operations with onsite fuel use.
  • Procurement and operations teams standardizing supplier relationships.

If you’re replacing informal purchasing with structured agreements, this is a reliable baseline.

What you can customize in the template

Fuel operations vary, so the template gives you adjustable fields. Here are the main areas you can customize the template to your needs:

Commercial terms

  • The facility where fuel is delivered or consumed.
  • Whether the supplier handles all or part of sourcing.
  • Per-gallon administrative fee.
  • Payment terms and invoice cadence.

Risk and compliance

  • Record-retention periods and audit frequency.
  • Warranty scope for fuel quality and service workmanship.
  • Indemnification language for breach, negligence, or misconduct.
  • Compliance with local, state, and federal laws.

Lifecycle and legal

  • Initial term and auto-renewal rules.
  • Cure periods and payment-default timelines.
  • Notice procedures.
  • Governing law.

These settings let you calibrate protections based on supplier reliability and contract value and ensure you include exactly what you need for your company.

What to avoid in a fuel supply agreement

There are some errors best avoided when creating these files. Common drafting gaps include:

  • No written pricing method.
  • Missing per-gallon fee language.
  • No audit rights.
  • No product-quality warranty.
  • One-sided indemnity.
  • No term or non-renewal notice rules.
  • No governing law.

Cleaning these up early reduces legal and operational friction and ensures smooth business from start to finish.

Core clauses in a fuel supply agreement (and what they do)

Within these agreements, there are several core clauses that must be accounted for, including the following items:

  • Duties: Defines that the supplier sells and the buyer purchases some of its fuel requirements at the facility. Notes that the supplier may source fuel from third parties and includes the administrative fee.

  • Non-exclusivity: Confirms the buyer may work with other suppliers and has no minimum purchase requirement.

  • Term and renewal: Sets a one-year term with automatic renewal and a notice window for non-renewal.

  • Maintenance and audits: Requires both parties to keep GAAP-compliant records for a defined period and outlines audit rights, usually once every six months.

  • Termination for breach: Either party may terminate if the other fails to cure a material breach within the defined window.

  • Covenants and compliance: Both sides commit to operating within applicable laws. The supplier warrants that services and fuel quality meet expected standards.

  • Indemnification: Mutual indemnities covering breach, negligence, or misconduct, including reasonable attorneys’ fees.

  • Notices and entire agreement: Outlines how notices must be sent and confirms that amendments require written signatures.

  • Governing law: Identifies which state’s law applies and may include joint-construction language.

Using fynk to manage fuel supply agreements

Fuel agreements involve recurring costs and long-running relationships. fynk helps organize them with so many helpful features, including:

  • Dynamic fields: Auto-fill prices, fees, addresses, and term dates.
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  • Metadata: Track contract value, renewal dates, and obligations.
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  • Approval workflows: Route agreements through procurement, legal, and finance.

  • Document sharing: Allow secure review and comments without account requirements.

Download or customize this fuel supply agreement template in fynk to define duties, pricing, records, and protections before the first gallon is delivered. It keeps your operations predictable and your supplier relationships controlled.

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FAQs

What is a fuel supply agreement?
A fuel supply agreement is a contract that defines how fuel is supplied, priced, documented, and legally protected between a supplier and a buyer.
Is this template exclusive?
No, this template is structured as non-exclusive so the buyer can work with multiple fuel suppliers and is not required to buy minimum volumes.
How are prices and fees set in this agreement?
Prices and fees are set through a defined pricing method together with a per-gallon administrative fee agreed by the parties.
Do both parties have record-keeping and audit obligations?
Yes, each party keeps specified records and allows periodic audits under the terms of the agreement.
What warranties are typically included?
The agreement commonly includes warranties for fuel quality and the workmanship of services provided by the supplier.
Can either party terminate the agreement early?
Yes, either party may terminate early if the other party fails to cure a material breach within the agreed cure period.
Is the template editable?
Yes, the template can be adapted to your facility, fleet, or operations by adjusting duties, pricing, records, notice rules, and governing law.

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Clause Library: learn more about the clauses in this template

Learn more about the clauses appearing in this template and find other clauses that are used in real contracts.

Notices

The "Notices" clause in a contract stipulates the procedures and requirements for delivering formal communications between parties, including acceptable methods, designated addresses, and timelines for receipt. This clause ensures that both parties are informed in a clear and timely manner about any relevant updates, changes, or obligations under the contract.

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Entire agreement

The "Entire Agreement" clause asserts that the written contract constitutes the complete and final agreement between the parties, superseding any prior discussions, negotiations, or agreements. It ensures that no other verbal or written agreements outside the contract will affect or modify its terms unless formally amended in writing.

18 example clauses

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