agrees to buy and receive
directly from Distributor all Products sold by Franchise Dealer from the
Marketing Premises.
2.2
Prices. The price per gallon to be paid by
Franchise Dealer shall be the Distributor's price pursuant to the pricing
methodology specified in the Purchase Schedule attached hereto as Exhibit B.
All prices charged by Seller are subject to the provisions of applicable law.
2.3
Terms of Payment. Franchise Dealer shall
pay all amounts due Distributor under this Agreement in U.S. currency in the
manner specified by Distributor; and pay for Products and services prior to
delivery and provision of Products and services.
The method of payment specified by Distributor may include Distributor'
electronic settlement program, automated direct debit system, certified check,
bank or other financial-institution check or any other method as Distributor may
designate from time to time. Distributor may charge, and Franchise Dealer shall
pay, fees as Distributor may from time to time specify and as are permitted by
Law, for any late payments, for any checks or bank or other
financial-institution debits that are not honored by Franchise Dealer's bank or
other financial institution or are otherwise returned or reversed by Franchise
Dealer's bank or financial institution. If, as a result of any dishonored checks
or debits, Distributor may also charge, and Franchise Dealer shall pay, fees as
Distributor may from time to time specify and as are permitted by Law, which
fees are determined by Distributor to recoup its costs and expenses in
administering Franchise Dealer's payments under this Agreement.
Cash discounts,
if any, do not apply to taxes, freight charges or container charges, if any.
Distributor may withhold, setoff or recoup any amount due and owing Franchise
Dealer or held by Distributor on behalf of Franchise Dealer under this
Agreement, any related or supplemental agreement or any other agreement between
the Parties from or against any amount owed by Franchise Dealer to Distributor
and/or any of its related or affiliated entities. In the event there are
additional business transactions between Franchise Dealer and Distributor and/or
any of Franchise Dealer's related or affiliated entities or individuals,
including without limitation those relating to credit sales of products other
than those identified herein or promissory notes, then such payments that are
not clearly designated shall be applied by Distributor in the following order of
priority:
(i) trade accounts, (ii) promissory notes, (iii) other amounts due
under any other agreement or transactions.
If at any time the financial responsibility of Franchise Dealer shall be deemed
impaired or unsatisfactory to Distributor, or should Franchise Dealer be in
arrears in Franchise Dealer's account(s) with Distributor, Distributor may
require, as a condition of making further deliveries under this Agreement,
payment by Franchise Dealer of all past due accounts and cash payment for all
future deliveries.
2.4
Credit.
In its sole discretion,
Distributor may extend credit to Franchise Dealer on terms and conditions as
specified by Distributor, and Distributor may modify the terms and conditions of
credit, or revoke credit, at any time or