FUEL GRADE ETHANOL AND PRODUCT(S).
(G)
MGPI SHALL BE REQUIRED TO PURCHASE AND ACCEPT DELIVERY OF ALL
APPROVED FORWARD CONTRACT OBLIGATIONS IN ACCORDANCE WITH THE DELIVERY TERMS OF
THOSE CONTRACTS.
(H)
MANUFACTURER WILL ACCEPT OR REJECT ALLOCATION OF ALL OR A PORTION
OF THE APPLICABLE PROPOSED SPOT VOLUME SET FORTH IN A FORECAST NOT LESS THAN TEN
(10) DAYS PRIOR TO THE COMMENCEMENT OF THE NEARBY MONTH, IT BEING THE CLEARLY
UNDERSTOOD OBJECTIVE OF MANUFACTURER TO MAXIMIZE OVERALL PLANT PROFIT.
4.
PURCHASE ORDERS.
(A)
MGPI WILL SUBMIT TO MANUFACTURER WRITTEN PURCHASE ORDERS AS
APPROPRIATE FOR THE PRODUCTS (EACH A "PURCHASE ORDER").
UPON ACCEPTANCE OR
CONFIRMATION OF A PURCHASE ORDER BY MANUFACTURER, SUCH PURCHASE ORDER AND THIS
AGREEMENT WILL COMPRISE ALL THE TERMS WHICH GOVERN THE MANUFACTURE, SUPPLY AND
PURCHASE OF THE SPECIFIC PRODUCT(S) ORDERED.
ANY TERMS AND CONDITIONS ON ANY
PURCHASE ORDER, ACKNOWLEDGEMENT, INVOICE, BILL OF LADING OR OTHER DOCUMENT THAT
ARE INCONSISTENT WITH OR ADDITIONAL TO THE TERMS AND CONDITIONS IN THIS
AGREEMENT, ARE HEREBY EXPRESSLY REJECTED AND WILL HAVE NO FORCE OR EFFECT,
UNLESS OTHERWISE AGREED TO BY THE PARTIES.
EACH PURCHASE ORDER WILL SET FORTH:
(I)
QUANTITIES AND SKUS OF THE PRODUCTS,
(II)
DESIRED DELIVERY DATES CONSISTENT WITH THE APPLICABLE
DELIVERY/LOAD SCHEDULE (AS DEFINED HEREIN) ESTABLISHED BY THE PARTIES,
(III)
SHIPPING AND BILLING INSTRUCTIONS,
(IV)
SHIPPING AND BILLING ADDRESS(ES), AND
(V)
ANY OTHER INFORMATION REGARDING THE PRODUCTS AS MUTUALLY AGREED TO
BETWEEN THE PARTIES.
(B)
MANUFACTURER WILL PROVIDE MGPI WITH TIMELY NOTIFICATION IF IT IS
UNABLE TO COMPLETE ALL ASPECTS OF A PURCHASE ORDER.
5.
DELIVERY.
(A)
MGPI AND MANUFACTURER SHALL WORK TOGETHER TO ESTABLISH A MUTUALLY
AGREEABLE DELIVERY/LOAD OUT SCHEDULE FOR THE PRODUCT(S) PURCHASED PURSUANT TO
THE FORWARD CONTRACT OBLIGATIONS AND ACCEPTED SPOT VOLUME (THE "DELIVERY/LOAD
3
SCHEDULE").
THE DELIVERY/LOAD SCHEDULE SHALL BE AGREED TO BY THE PARTIES ON A
MONTHLY BASIS PRIOR TO THE COMMENCEMENT OF ANY NEARBY MONTH DURING THE TERM AND
IT SHALL BE EFFECTIVE FOR THE NEARBY MONTH, ADJUSTED AS MUTUALLY AGREED TO BY
THE PARTIES.
(B)
MGPI SHALL MAKE AVAILABLE TO MANUFACTURER, A SUFFICIENT NUMBER OF
TRUCKS, RAILCARS, MARINE BARGES, AS APPLICABLE, TO RECEIVE AND TRANSPORT THE
PRODUCT(S) BEING DELIVERED BY MANUFACTURER HEREUNDER AT THE TIMES SUCH
PRODUCT(S) ARE READY TO BE DELIVERED BY MANUFACTURER. MGPI SHALL ASSURE THAT ALL
SUCH TRUCKS, RAILCARS, MARINE VESSELS ARE PROPERLY MAINTAINED, IN PROPER WORKING
CONDITION, FREE FROM LEAKS AND CONTAMINATION AND MEET ALL APPLICABLE FEDERAL,
STATE AND LOCAL LAWS AND REGULATIONS, AS WELL AS ALL REQUIREMENTS INSTITUTED BY
THE APPLICABLE COMMON CARRIER(S).
(C)
TITLE TO AND ALL RISK LOSS OF OR DAMAGE TO PRODUCT(S) DELIVERED
HEREUNDER SHALL PASS AS FOLLOWS:
WHEN BY OR INTO ANY MARINE VESSEL, AT THE
FLANGE BETWEEN THE VESSEL'S PERMANENT HOSE CONNECTION AND THE SHORE LINE; WHEN
INTO ANY TRUCK OR TANK CAR, AS THE PRODUCT ENTERS THE RECEIVING EQUIPMENT, OR,
IF RECEIVED BY A COMMON CARRIER, WHEN ACCEPTED BY THE CARRIER FOR SHIPMENT; WHEN
INTO STORAGE (OTHER THAN FROM VESSELS), AS THE PRODUCT ENTERS THE TANK; AND WHEN