DUNCAN OIL COMPANY

GENERAL TERMS AND CONDITIONS FOR

 SALE OF PETROLEUM PRODUCTS

July 2025

 

Product Description, Quantity, Price, Location, Delivery Period, and/or any other terms and conditions, are contained in the Price Improvement Agreement between the parties (the “PRICE IMPROVEMENT AGREEMENT”), and shall be referred to by the parties as the “Specific Terms and Conditions”.  The Sale Agreement shall incorporate these General Terms and Conditions by reference therein. The Specific Terms and Conditions contained within the Sale Agreement together with these General Terms and conditions shall constitute the Agreement (“Agreement”). In the event any of the terms, provisions or general subject matters contained herein are covered by or are in conflict with any terms or conditions contained in the Specific Terms and Conditions then the terms and conditions contained in the Specific Terms and Conditions shall control.

  1. PAYMENT/SECURITY INTEREST. Payment in full of all non disputed amounts, without offset or deduction, will be due from Buyer into Seller’s designated bank account in U.S. dollars via electronic funds transfer of immediately available funds within the time period specified in the Agreement. Buyer shall execute all documents necessary to establish the EFT in favor of Seller. Any amount not paid when due shall bear interest from the due date (inclusive) until the date full payment is received by Seller (exclusive) at a rate equal to the greater of (a) one percent (1%) above the prime rate in effect at the opening of business on the due date at the major lending institutions as quoted in the “Money Rates” section of the Wall Street Journal, and (b) the maximum rate of interest permitted under applicable law. Buyer shall pay all of Seller’s costs (including, but not limited to, attorney’s fees and court costs) of collecting past due payments.To the extent allowed by applicable law, Buyer grants to Seller a security interest in and to any Product delivered hereunder, or any proceeds thereof, until payment in full for such Product is received by Seller.
  1. TITLE, RISK OF LOSS, AND DELIVERY. Title to, and all risk of loss or damage of any product delivered under this Agreement shall pass from Seller to Buyer as the product enters the receiving equipment when delivering into any tank. Delivery shall occur when title to the product passes to Buyer.  
  1. MEASUREMENT. The operator of the loading facility shall provide a Bill of Lading volume for each delivery of product into tank trucks, which volume shall be conclusive as to measurement. All volumes of delivered product shall be corrected for temperature to 60 degrees Fahrenheit in accordance with ASTM D-1250, Table 6B in its latest revision. The term “barrel” means 42 U.S gallons of 231 cubic inches per gallon. All measurements and/or tests shall be made in accordance with the latest standards or guidelines published by the API or ASTM; provided, however, that in the event a governmental agency with jurisdiction requires a certain standard of measurement to be utilized in a given situation, that standard shall be used.
  1. CLAIMS. A notice of a claim as to shortage in quantity, defects in quality, or any other, shall be made in writing within fifteen (15) days after the delivery in question. Otherwise, any such claim shall be deemed to have been waived. A formal written claim shall set forth fully the facts upon which the claim is based and shall include full documentation in support of the claim, and shall be submitted within forty-five (45) days after the delivery in question. Otherwise, any such claim shall be deemed to have been waived.  
  1. TRANSPORTATION EQUIPMENT. Either party may decline to load, unload or permit loading or unloading of any equipment which it reasonably determines to be contaminated, not suitable for carrying product, or not in compliance with any governmental health, environmental or safety regulation. 
  1. RIGHT TO WITNESS. Each party shall be entitled to have its representatives present during all loadings, un-loadings, tests and measurements involving product delivered hereunder. Both parties agree that their agents and employees will comply with all restrictions and safety regulations of the other party or of any Terminal when such agents or employees are on the premises of the other party’s designated facility. 
  1. WARRANTY.
    EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR OTHERWISE, WHETHER THE PRODUCT DELIVERED UNDER THIS AGREEMENT IS SINGULARLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS. 
  1. BUYER’S WARRANTIES. Buyer represents and warrants that it may lawfully receive, sell, use and transport the product in interstate commerce as applicable and shall furnish to the Seller any evidence required to prove compliance with such laws, regulations and proclamations and file with governmental agencies reports evidencing such compliance if required by such law, regulation or proclamation.
  2. TAXES. Seller shall pay any and all taxes (except for property taxes, which taxes are governed by the state law applicable thereto), fees, or other charges (with the exception of the product excise taxes noted below) imposed or assessed by governmental or regulatory bodies, with respect to the product delivered under this Agreement, the taxable incident of which occurs before the transfer of title to the product to Buyer. Buyer shall pay any and all taxes (except for property taxes, which taxes are governed by the state law applicable thereto), fees, or other charges imposed or assessed by governmental or regulatory bodies with respect to the product delivered under this Agreement, the taxable incident of which occurs after transfer of title to the product to Buyer. Any and all taxes, fees, or other charges imposed or assessed by governmental or regulatory bodies, the taxable incident of which is the transfer of title or the delivery of the product under this Agreement, or the receipt of payment therefore, regardless of the character, method of calculation, or measure of the levy or assessment, shall be paid by the party upon whom the tax, fee, or charge is imposed by law, except that Buyer shall reimburse Seller for all federal state, and local gasoline, motor fuel, sales, use, gross receipt, and other excise taxes or fees which are imposed by law on Seller. In the event either party represents that it is a producer of petroleum products or as a gasoline registrant within the meaning of the federal and state tax regulations or if either party is otherwise exempt from paying excise taxes, then the party that makes such representations shall execute appropriate exemption certificates and provide the other party with such certificates and other necessary documents to verify such exemption with respect to the federal and state petroleum taxes, as the law and regulations permit or require. Any party that fails to promptly supply such exception certificates and other verifying documents shall be deemed to not be exempt from the federal and state petroleum products taxes and shall be responsible for any taxes accruing by virtue of such non-exemption.
  3. FORCE MAJEURE. Each party shall be relieved from the performance of any obligation, other than the obligation to make payments for amounts due hereunder, during the time and to the extent performance of such obligation is prevented or restricted as a result of a force majeure event. The term “force majeure” as used in this Agreement shall mean any act, event, cause or occurrence rendering a party unable to perform its obligations which is not within the reasonable control of such party, including but not limited to Seller’s or Buyer’s inability to perform all, or any part, of this Agreement due to Government action or directive. At the conclusion of any force majeure event, neither Buyer nor Seller shall have any obligation to each other with respect to any quantities of product not delivered as a consequence of such force majeure event. No condition of force majeure shall operate to extend the term of this Agreement.Upon the occurrence of any of the force majeure events described in this section, the party claiming force majeure shall notify the other party promptly in writing of such event and, to the extent possible, inform the other party of the expected duration of the force majeure event and the volumes of product(s) to be affected by the suspension or curtailment of performance under this Agreement. If the event of force majeure lasts for more than thirty (30) days, this Agreement may be terminated by either party upon written notice of termination to the other party.

     

  4. CREDIT. Prior to delivery of product under the terms of this Agreement, Seller in its sole discretion shall determine the credit limits applicable to Buyer. Buyer shall (a) make prepayment to Seller, (b) cause a letter of credit to be issued in favor of Seller in a form, in an amount and from a bank which is acceptable to Seller’s Credit Department from time to time in Seller’s sole discretion, or (c) give other security to Seller in a manner, of a type, in a form and in an amount which may be deemed satisfactory from time to time to Seller’s Credit Department in it’s sole discretion. Buyer’s complete compliance with this provision shall be a condition precedent to Seller’s obligation to deliver under the terms of this Agreement. The security requirements made of Buyer by Seller’s Credit Department from time to time and any communications with Seller’s Credit Department from time to time shall in no way amend this Agreement or waive any rights Seller may have at law or under the terms of this Agreement. 
  5. FINANCIAL RESPONSIBILITY/NON-PERFORMANCE. If (a) Buyer’s payments to Seller shall be in arrears; (b) the financial responsibility of Buyer becomes impaired or unsatisfactory for any reason in the sole opinion of Seller; (c) Buyer makes an assignment or any general arrangement for the benefit of creditors; or, (d) there are instituted by or against Buyer proceedings in bankruptcy or under any insolvency law or law for reorganization, receivership, or dissolution, advance cash payment or satisfactory security shall be given upon demand. If such payment or security is not received within a reasonable time from demand thereof, Seller may claim default under the terms of this Agreement. In the event of (d) above, Buyer agrees that it will use commercially reasonable efforts to have Seller designated as a “critical vendor” entitled to payment in full for all pre-petition deliveries of Product in any bankruptcy or reorganization proceeding involving Buyer.  If a default occurs, the Seller (at its election) may (a) withhold shipments and/or (b) terminate this Agreement without notice.The exercise by Seller of any right reserved under this section shall be without prejudice to any claim for damages or any other right under this Agreement or applicable law. 
  1. LIMITATONS OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT LOSSES OR DAMAGES ARISING FROM THE RECEIPT OR DELIVERY OF PRODUCT UNDER THIS AGREEMENT. A NOTICE OF CLAIM HEREUNDER MUST BE FILED IN WRITING WITHIN FIFTEEN DAYS FROM THE DELIVERY, FOLLOWED BY THE CLAIM WITH ALL SUPPORTING INFORMATION AND DOCUMENTS, WITHIN FORTY-FIVE DAYS FROM THE DELIVERY, OR THE CLAIM SHALL BE DEEMED TO BE WAIVED. 
  1. ASSIGNMENT. Neither party may assign its rights or delegate its performance under this Agreement without the prior written consent of the other party. Any attempted assignment or delegation without such consent shall be void. Such consent shall not be unreasonably withheld. This Agreement shall be binding upon the successors and permitted assigns of the parties hereto. 
  1. NON-WAIVER. No waiver by either party of any breach by the other party of any of the covenants or conditions of this Agreement shall be construed as a waiver of any succeeding breach of the same nature or of any other covenant or condition hereof.
  1. ENTIRE AGREEMENT. No statement or agreement, oral or written, made prior to or at the signing of this Agreement, shall vary or modify the written terms hereof, and neither party shall claim any amendment to, modification of, or release from any provision by mutual agreement unless such statement or agreement is in writing, signed by the other party and specifically states that it is an amendment to, modification of, or release from this Agreement. 
  1. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF MISOURI (WITHOUT REFERENCE TO ANY CONFILCT OF LAW RULES), WITHOUT RECOURSE TO ARBITRATION. BOTH PARTIES CONSENT TO THE

EXCLUSIVE JURISDICTION OF THE FEDERAL DISTRICT COURTS LOCATED WITHIN THE EASTERN DISTRICT OF MISSOURI OR THE COURTS OF THE STATE OF MISSOURI. 

  1. ATTORNEY’S FEES. In the event of a dispute between the parties in connection with this Agreement, the prevailing party in the resolution of any such dispute, whether by litigation or other wise, shall be entitled to full recovery of all attorney’s fees (including a reasonable hourly fee for in-house legal counsel), costs and expenses incurred in connection therewith, including costs of court, from the non-prevailing party. 
  1. AUDIT RIGHTS. Each party shall have the right at all reasonable times, upon written request, to audit all records of the other party pertinent to this Agreement to verify such party’s compliance with the terms and conditions of this Agreement. Notwithstanding the foregoing, each party shall be entitled to protect the confidentiality of any information that it considers proprietary. If any audit conducted pursuant to this section reveals that there was an inaccuracy or omission in the invoices submitted under this Agreement, the parties shall, within ten (10) days of a request by either party therefor, meet to discuss the adjustments and/or payments that would be necessary to correct such inaccuracy or omission; provided, however, that no adjustments and/or payments shall be made in respect of any inaccuracy or omission first alleged after fifteen (15) days of the date of the invoice containing such inaccuracy or omission. 
  1. INVALIDITY. If any part of this Agreement is declared invalid for any reason, this ruling shall not affect the validity of the rest of the Agreement or any other part thereof. 
  1. ELECTION OF REMEDIES. All rights and remedies of both parties hereunder are cumulative, and the election of one remedy shall not exclude another. 
  1. COMPLIANCE WITH LAWS. To the extent applicable, the parties shall comply with all laws, ordinances, rules, codes, regulations and lawful orders of any federal, state or local governmental authority applicable to performance of this Agreement. 
  1. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement and failure by either party to perform its obligations under this Agreement within the time periods specified, shall, at the option of the other party, without liability, in addition to other

rights or remedies, relieve the other party of any obligation to perform under this Agreement.  

  1. SECTION HEADINGS. The section headings are for convenience only and shall not be interpreted in any way to limit or change the subject matter of the General Terms and Conditions and the Specific Terms and Conditions of this Agreement. 
  1. TERMINATION. Notwithstanding anything contained in this Agreement, Seller may terminate the Agreement, without notice, in the event Buyer (i) becomes insolvent or is unable to pay its debts when they come due, or (ii) Buyer defaults in any manner in the terms and conditions of the Agreement.
  1. ESCROW. Seller may deem it mandatory to require some percentage of the expected fuel cost into an escrow account.