Fuel Supply Agreement
THIS FUEL SUPPLY AGREEMENT (the “Agreement”) is made as of Execution date by and among Buyer (Name) (“Buyer”), a Buyer state of incooporation corporation, and Supplier (Name) (“Supplier”), a Supplier state of incorporation limited partnership.
WHEREAS, Buyer leases the truck/auto travel center facility at Facility address (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 Fee amount 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 Initial term length after the date of execution of this Agreement and shall automatically renew thereafter for additional terms of Renewal term length each unless (i) Buyer gives Supplier written notice of its intent to not renew this Agreement at least Non-renewal notice period 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 Record retention period 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 Audit frequency 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 Material breach cure period (Payment default cure period 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:
Buyer (Name)
Buyer address for notice
Attn: Buyer notice recipient
To Supplier:
Supplier (Name)
Supplier notice address
Attn: Supplier notice recipient
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 Governing law.
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.
Buyer (Name)
Name: Buyer signatory name
Title: Buyer signatory title
Supplier (Name)
Supplier signatory name
Supplier signatory title
