Gasoline & Diesel Fuel Sales Contract Template (Page 2 of 3) in pdf

4. Financial Responsibility; Right of Offset. Customer agrees that Seller shall have the right to

request Customer to provide current financial information that Seller, based on its reasonable

judgment, believes is necessary

for Seller to assess Customer’s ability to perform all its financial obligations set forth in this

Agreement. Customer agrees that it shall promptly provide such financial information as

requested by Seller. If Customer’s payment of any

amount that is due to Seller is in arrears, or if the financial responsibility of Customer has

become impaired or unsatisfactory in Seller’s reasonable judgment, then advance cash payment

or satisfactory security shall be given by

Customer to Seller upon Seller’s demand, and deliveries of the Product may be withheld by

Seller until such payment or other security is received. Seller may also exercise a right of offset

with respect to any payment or obligation that

is due to Seller from Customer under this Agreement, or any agreement between Seller and

Customer, against any payment, delivery or other obligation owed by Seller to Customer under

this Agreement, or any agreement between Seller

and Customer. The exercise by Seller of any rights reserved under this subsection shall be

without prejudice to any claim for damages or any other right under this Agreement and/or

applicable law.

5. Warranties and Disclaimer. Seller warrants that it will convey good title to the Product sold

and delivered hereunder, and that all such Product shall be in compliance with the specifications,

if any, referred to above.

The foregoing warranties are exclusive of all other warranties, whether written, oral or implied,

and except for the foregoing, SELLER MAKES NO WARRANTIES OF ANY KIND AS TO

THE PRODUCT DELIVERED TO

CUSTOMER UNDER TERMS OF THIS AGREEMENT, EXPRESS AND/OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF

MERCHANTABILITY AND/OR FITNESS FOR A

PARTICULAR PURPOSE.

6. Limitation of Liability. Customer specifically agrees that, except as specifically provided for

in applicable law, Customer’s exclusive remedy for any and all losses or damages that are, in any

way, caused by, or arise or

result from, Seller’s sale and delivery of the Product, and/or activities associated with such sale

and delivery of the Product including, but not limited to, any claim of breach of warranty, breach

of contract, negligence and/or strict

liability, shall be limited to the replacement value of the specific Product for which such a claim

for losses and/or damages is proved. UNDER NO CIRCUMSTANCES SHALL SELLER BE

LIABLE TO CUSTOMER FOR ANY

INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE AND/OR

EXEMPLARY DAMAGES.

7. Deposit; Default by Customer. Upon execution of this Agreement, Customer shall pay to

Seller the Deposit specified above (the “Deposit”). If: (i) as of the Ending Date, Customer has

taken delivery of less than 100%

of the Quantity of Product specified above, and (ii) the Product’s posted price/gallon as of the

Ending Date is less than the Price/Gallon specified above, then Seller shall be entitled to retain,

out of the Deposit, an amount equal to the

price differential multiplied by the total quantity of undelivered gallons. Any amount of the

Deposit remaining thereafter shall be returned to Customer within ten (10) days after the Ending

Date. No interest shall be paid on the Deposit.

To the extent that Customer takes delivery of more than the Quantity of Product specified above

during the Delivery Period (the “Excess Quantity”), the price/gallon for the Excess Quantity

shall be Seller’s posted price at the time the

Excess Quantity is delivered.

Gasoline & Diesel Fuel Sales Contract Template Page 2

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