PRODUCT SALES AGREEMENT
This Agreement made and entered into this 31st day of December, 1999, by and
between Meteor Stores, Inc., hereinafter known as "Marketer", and Meteor
Marketing, Inc., a Wyoming corporation, hereinafter known as "Distributor".
The Distributor agrees to furnish motor fuels and oils ("Products") and
related items to the Marketer in accordance with State and Federal Government
Regulation pursuant to the commodity schedules attached hereto. It is agreed
the Distributor shall not be liable to the Marketer by reason of Product
shortages
beyond its control.
It is further agreed that the Distributor will sell Products to Marketer at
the prices and terms described in the attached Commodity Schedules.
The Marketer, in consideration of the above agrees to purchase those Products
which are sold by the Distributor exclusively for a period of five (5) years
from the above date.
It is further agreed by both parties that this agreement will automatically
extend on a year to year basis. Either party may give the other a 60 day
prior written notice of intent not to extend. After one year, either party may
terminate this agreement upon thirty (30) days notice if the terms are not
competitive in any or all pricing aspects of this Agreement. Distributor
hereby agrees to supply fuel in a reasonably timely manner and failure to do
so shall be deemed to be a breach of this Agreement. Where there is a
temporary failure to supply product Marketer may purchase fuel from another
authorized supplier and where there is a permanent failure to supply product
this Agreement may be terminated.
In the event this Agreement is canceled by either party, it is agreed that the
Marketer shall have the right to remove all signs, poles, credit card
imprinters, or other equipment that the Distributor has placed or erected on
the Marketer's premises. It is further agreed that the Marketer shall abide
by the suppliers image program as described in Exhibit A attached hereto.
If Marketer changes suppliers or brands on any particular site, Marketer
shall be liable for any and all unamortized improvement loans and program
funds provided by major oil company suppliers related to that site. The
amount of such contingent liability at December 31, 1999, is approximately
$650,000 (a schedule of such contingent liabilities shall be attached
hereto). Marketer shall have the right to change a site from a branded site
to an unbranded site so long as there are no contingent liabilities relating
to that site at the time of conversion.
Marketer recognizes that it is handling hazardous substances and agrees that
in receiving, storing, handling and using Product(s) purchased from
Distributor, Marketer will exercise the strictest care required by law and
that it will comply with any and all applicable federal, state and local laws,
ordinances and regulations pertaining to the storage and use of petroleum
products. Marketer further understands and warrants that it has sole
responsibility for the storage, maintenance and use of all inventories of
Product(s) purchased from Distributor and for corrective action and claims of
third Parties resulting from any failure to comply with the above. Marketer
HEREBY INDEMNIFIES AND HOLD DISTRIBUTOR, ITS SUCCESSORS AND ASSIGNS, HARMLESS
AGAINST ALL LOSSES, CLAIMS, CAUSES OF ACTION TO COMPLY WITH THE PRECEDING
SENTENCES.
The performance and interpretation of this Agreement shall be governed by New
Mexico law and all applicable federal law. If either party to this Agreement
obtains a judgment against the other for breach of any provision hereof,
damages shall include all reasonable attorneys' fees and costs as well as
interest at 1.5% per month.
Marketer: Distributor:
/signed/ Imran Jatalla /signed/ Xxxx X. Xxxxxxx
By: _____________________________ By: ______________________________
Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President
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COMMODITY SCHEDULE (MOTOR FUELS)
MARKETER: Meteor Stores, Inc. DATE: 12/31/99
DELIVERY POINT: Retail Outlets in New Mexico PRODUCT: Branded Gasoline
And Colorado GRADE: Regular Unleaded
This schedule is attached to and made a part of a Product Sales Agreement
between Marketer and Distributor dated December 31, 1999.
1. Quantity. Marketer's annual requirements are estimated to be 9,000,000
gallons ("Estimated Annual Quantity"), for delivery in approximately equal
monthly quantities. Delivery shall be made to Marketer or its agents upon
reasonable notice to Distributor.
2. Delivery. Where delivery is made to Marketer's business location,
delivery shall be complete upon unloading of transport truck. Marketer shall
allow delivery to take place at night.
3. Title. Title to Products shall pass to Marketer upon delivery of
Products.
4. Risk of Loss. Risk of loss of Product shall pass to Marketer upon
delivery of Products.
5. Inspection. Marketer shall have the right, at its expense, to have an
inspection made at delivery point, provided such inspection shall not delay
shipment. Should Marketer fail to make inspection, it shall accept
Distributor's inspection and measurement.
6. Prices. The price to be paid by Marketer shall be Distributor's
applicable price in effect at the time and place of delivery. Such price
shall be Distributor's delivered cost plus $.005 per gallon for full transport
quantity deliveries . All prices charged by Distributor are subject to the
provisions of applicable law.
7. Leased Equipment. Distributor shall pay for all sign lease costs and
credit card imprinters lease fees.
8. Payment Terms. All xxxxxxxx shall be paid on a load to load basis or
within 10 days of delivery (or 5 days of delivery for Conoco products) of the
Products whichever occurs first, payment shall be made in good and
immediately available funds and subject to a total company credit limit of
$250,000. All credit terms are subject to change, at the sole discretion of
the Distributor, after twenty-four (24) hours notice to Marketer. Financial
statements of Marketer shall be made available to Distributor upon reasonable
request.
9. Annual Rebate. If Marketer purchases and pays for at least n/a gallons
of the Products described herein during the twelve month period commencing on
the date hereof, and extends this agreement for a subsequent year.
Distributor shall issue a credit of n/a cent(s) per gallon on such
Products, which credit shall be applied to future purchases. Distri-butor
will provide Marketer with a monthly summary of Products purchased.
10. Records. With regard to branded gasoline products sold by Distributor to
Marketer for sale or resale through branded retail outlets supplied by
Marketer, Distributor and/or its delegate may, at any reasonable time,
examine, copy and audit such records and/or metering devices which it deems
necessary to assure adherence to the requirement that only Distributor's
branded products are being sold through such outlets.
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ACCEPTED: Marketer ACCEPTED: Distributor
/signed/ Imran Jatalla /signed/ Xxxx X. Xxxxxxx
By: _____________________________ By: ______________________________
Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President
Date: 12/31/99 Date: 12/31/99
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COMMODITY SCHEDULE (MOTOR FUELS)
MARKETER: Meteor Stores, Inc. DATE: 12/31/99
DELIVERY POINT: Retail Outlets in New Mexico PRODUCT: Branded Gasoline
And Colorado GRADE: Unleaded Plus
This schedule is attached to and made a part of a Product Sales Agreement
between Marketer and Distributor dated December 31, 1999.
1. Quantity. Marketer's annual requirements are estimated to be 2,000,000
gallons ("Estimated Annual Quantity"), for delivery in approximately equal
monthly quantities. Delivery shall be made to Marketer or its agents upon
reasonable notice to Distributor.
2. Delivery. Where delivery is made to Marketer's business location,
delivery shall be complete upon unloading of transport truck. Marketer shall
allow delivery to take place at night.
3. Title. Title to Products shall pass to Marketer upon delivery of
Products.
4. Risk of Loss. Risk of loss of Product shall pass to Marketer upon delivery
of Products.
5. Inspection. Marketer shall have the right, at its expense, to have an
inspection made at delivery point, provided such inspection shall not delay
shipment. Should Marketer fail to make inspection, it shall accept
Distributor's inspection and measurement.
6. Prices. The price to be paid by Marketer shall be Distributor's
applicable price in effect at the time and place of delivery. Such price
shall be Distributor's delivered cost plus $.005 per gallon for full transport
quantity deliveries. All prices charged by Distributor are subject to the
provisions of applicable law.
7. Leased Equipment. Distributor shall pay for all sign lease costs and
credit card imprinters lease fees.
8. Payment Terms. All xxxxxxxx shall be paid on a load to load basis or
within 10 days of delivery (or 5 days of delivery for Conoco products) of the
Products whichever occurs first, payment shall be made in good and
immediately available funds and subject to a total company credit limit of
$250,000. All credit terms are subject to change, at the sole discretion of
the Distributor, after twenty-four (24) hours notice to Marketer. Financial
statements of Marketer shall be made available to Distributor upon reasonable
request.
9. Annual Rebate. If Marketer purchases and pays for at least n/a gallons
of the Products described herein during the twelve month period commencing on
the date hereof, and extends this agreement for a subsequent year.
Distri-butor shall issue a credit of n/a cent(s) per gallon on such
Products, which credit shall be applied to future purchases. Distributor will
provide Marketer with a monthly summary of Products purchased.
10. Records. With regard to branded gasoline products sold by Distributor to
Marketer for sale or resale through branded retail outlets supplied by
Marketer, Distributor and/or its delegate may, at any reasonable time,
examine, copy and audit such records and/or metering devices which it deems
necessary to assure adherence to the requirement that only Distributor's
branded products are being sold through such outlets.
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ACCEPTED: Marketer ACCEPTED: Distributor
/signed/ Imran Jatalla /signed/ Xxxx X. Xxxxxxx
By: _____________________________ By: ______________________________
Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President
Date: 12/31/99 Date: 12/31/99
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COMMODITY SCHEDULE (MOTOR FUELS)
MARKETER: Meteor Stores, Inc. DATE: 12/31/99
DELIVERY POINT Retail Outlets in New Mexico PRODUCT: Branded Gasoline
And Colorado GRADE: Unleaded Premium
This schedule is attached to and made a part of a Product Sales Agreement
between Marketer and Distributor dated December 31, 1999.
1. Quantity. Marketer's annual requirements are estimated to be 1,500,000
gallons ("Estimated Annual Quantity"), for delivery in approximately equal
monthly quantities. Delivery shall be made to Marketer or its agents upon
reasonable notice to Distributor.
2. Delivery. Where delivery is made to Marketer's business location,
delivery shall be complete upon unloading of transport truck. Marketer shall
allow delivery to take place at night.
3. Title. Title to Products shall pass to Marketer upon delivery of
Products.
4. Risk of Loss. Risk of loss of Product shall pass to Marketer upon
delivery of Products.
5. Inspection. Marketer shall have the right, at its expense, to have an
inspection made at delivery point, provided such inspection shall not delay
shipment. Should Marketer fail to make inspection, it shall accept
Distributor's inspection and measurement.
6. Prices. The price to be paid by Marketer shall be Distributor's
applicable price in effect at the time and place of delivery. Such price
shall be Distributor's delivered cost plus $.005 per gallon for full transport
quantity deliveries. All prices charged by Distributor are subject to the
provisions of applicable law.
7. Leased Equipment. Distributor shall pay for all sign lease costs and
credit card imprinters lease fees.
8. Payment Terms. All xxxxxxxx shall be paid on a load to load basis or
within 10 days of delivery(or 5 days of deliver for Conoco products) of the
Products whichever occurs first, payment shall be made in good and
immediately available funds and subject to a total company credit limit of
$250,000. All credit terms are subject to change, at the sole discretion of
the Distributor, after twenty-four (24) hours notice to Marketer. Financial
statements of Marketer shall be made available to Distributor upon reasonable
request.
9. Annual Rebate. If Marketer purchases and pays for at least n/a gallons
of the Products described herein during the twelve month period commencing on
the date hereof, and extends this agreement for a subsequent year.
Distributor shall issue a credit of n/a cent(s) per gallon on such
Products, which credit shall be applied to future purchases. Distributor will
provide Marketer with a monthly summary of Products purchased.
10. Records. With regard to branded gasoline products sold by Distributor to
Marketer for sale or resale through branded retail outlets supplied by
Marketer, Distributor and/or its delegate may, at any reasonable time,
examine, copy and audit such records and/or metering devices which it deems
necessary to assure adherence to the requirement that only Distributor's
branded products are being sold through such outlets.
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ACCEPTED: Marketer ACCEPTED: Distributor
/signed/ Imran Jatalla /signed/ Xxxx X. Xxxxxxx
By: _____________________________ By: ______________________________
Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President
8
COMMODITY SCHEDULE (MOTOR FUELS)
MARKETER: Meteor Stores, Inc. DATE: 12/31/99
DELIVERY POINT: Retail Outlets in New Mexico PRODUCT: Branded Gasoline
And Colorado GRADE: Diesel
This schedule is attached to and made a part of a Product Sales Agreement
between Marketer and Distributor dated December 31, 1999.
1. Quantity. Marketer's annual requirements are estimated to be 500,000
gallons ("Estimated Annual Quantity"), for delivery in approximately equal
monthly quantities. Delivery shall be made to Marketer or its agents upon
reasonable notice to Distributor.
2. Delivery. Where delivery is made to Marketer's business location,
delivery shall be complete upon unloading of transport truck. Marketer shall
allow delivery to take place at night.
3. Title. Title to Products shall pass to Marketer upon delivery of
Products.
4. Risk of Loss. Risk of loss of Product shall pass to Marketer upon delivery
of Products.
5. Inspection. Marketer shall have the right, at its expense, to have an
inspection made at delivery point, provided such inspection shall not delay
shipment. Should Marketer fail to make inspection, it shall accept
Distributor's inspection and measurement.
6. Prices. The price to be paid by Marketer shall be Distributor's
applicable price in effect at the time and place of delivery. Such price
shall be Distributor's delivered cost plus $.005 per gallon for full transport
quantity deliveries. All prices charged by Distributor are subject to the
provisions of applicable law.
7. Leased Equipment. Distributor shall pay for all sign lease costs and
credit card imprinters lease fees.
8. Payment Terms. All xxxxxxxx shall be paid on a load to load basis or
within 10 days of delivery (or 5 days of delivery for Conoco products) of the
Products whichever occurs first, payment shall be made in good and
immediately available funds and subject to a total company credit limit of
$250,000. All credit terms are subject to change, at the sole discretion of
the Distributor, after twenty-four (24) hours notice to Marketer. Financial
statements of Marketer shall be made available to Distributor upon reasonable
request.
9. Annual Rebate. If Marketer purchases and pays for at least n/a gallons
of the Products described herein during the twelve month period commencing on
the date hereof, and extends this agreement for a subsequent year.
Distributor shall issue a credit of n/a cent(s) per gallon on such
Products, which credit shall be applied to future purchases. Distributor will
provide Marketer with a monthly summary of Products purchased.
10. Records. With regard to branded gasoline products sold by Distributor to
Marketer for sale or resale through branded retail outlets supplied by
Marketer, Distributor and/or its delegate may, at any reasonable time,
examine, copy and audit such records and/or metering devices which it deems
necessary to assure adherence to the requirement that only Distributor's
branded products are being sold through such outlets.
9
ACCEPTED: Marketer ACCEPTED: Distributor
/signed/ Imran Jatalla /signed/ Xxxx X. Xxxxxxx
By: _____________________________ By: ______________________________
Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President
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COMMODITY SCHEDULE
LUBRICATING OILS AND GREASES SPECIAL PROVISIONS
MARKETER: Meteor Stores Inc. DATE: December 31, 1999
This schedule is attached to and made a part of a Product Sales Agreement
between Marketer and Distributor dated December 31, 1999.
1. Products. Lubricating Oils and Greases as listed in space below:
All Meteor Marketing, Inc. products
2. Quantity. Marketer's annual requirements estimated to be 1,000 gallons
for delivery in approximately equal monthly quantities upon reasonable notice
to Distributor.
3. Prices. Distributor's established prices in effect on date of delivery.
4. Title. Title to Products shall pass to Marketer upon delivery of
Products.
5. Risk of Loss. Risk of loss of Product shall pass to Marketer upon
delivery of Products.
6. Inspection. Marketer shall have the right, at its expense, to have an
inspection made at delivery point, provided such inspection shall not delay
shipment. Should Marketer fail to make inspection, it shall accept
Distributor's inspection and measurement.
7. Payment Terms. All xxxxxxxx shall be paid within 10 days of delivery of
the Products in good and immediately available funds and subject to a total
company credit limit of $250,000. All credit terms are subject to change, at
the sole discretion of the Distributor, after twenty-four (24) hours notice to
Marketer. Financial statements of Marketer shall be made available to
Distributor upon reasonable request.
ACCEPTED: Marketer ACCEPTED: Distributor
/signed/ Imran Jatalla /signed/ Xxxx X. Xxxxxxx
By: _____________________________ By: ______________________________
Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President
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COMMODITY SCHEDULE (MOTOR FUELS)
Distributor's applicable price and terms
Fuel Prices will be rack plus common carrier freight plus one half cent per
gallon.
Payment for Conoco products will be net five days or load to load which ever
comes first.
Payment will be by EFT from Marketers bank account.
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SUPPLIERS IMAGE PROGRAM
The Distributor's branded suppliers have certain image and upgrade standards
that Marketer must abide by. Some branded suppliers have image enhancement
programs that must be complied with. Some branded suppliers have various
programs to fund certain image enhancements. Distributor will supply marketer
with copies of branded supplier standards and programs. If Marketer uses any
of these programs Marketer will be liable to purchase the branded fuels to
meet the program requirements.
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DISTRIBUTORS FLEET FUELING PROGRAM
In the event that Distributor enters into any fleet fueling programs Marketer
agrees to participate in the Distributors program at all locations which
Distributor selects. Terms of the program will be determined but will in
general allow Distributor or program customers to fuel at Marketers sites.
Marketer will be paid a per gallon rate which maybe less than the prices
normally charged by Marketer.
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