ON STATIC SHORE TANK MEASUREMENTS.
IF THE SHORE TANK(S) IS/ARE
ACTIVE, OR A SHORE TANK, BEFORE RECEIPT OR AFTER DELIVERY, CONTAINS LESS THAN
ONE (1) FOOT OF PRODUCT, OR THE INDEPENDENT INSPECTOR CANNOT VERIFY THE SHORE
TANK MEASUREMENTS PRIOR TO OR AFTER DELIVERY, OR THE INDEPENDENT INSPECTOR
DETERMINES THAT THE SHORE TANK MEASUREMENTS ARE INACCURATE OR OTHERWISE NOT
REPRESENTATIVE OF THE VOLUME QUANTITIES DELIVERED TO OR FROM THE VESSEL, THEN
THE QUANTITY SHALL BE DETERMINED BY THE VESSEL LESS ANY OBQ (ON-BOARD QUANTITY)
OR ROB (REMAINING ON BOARD) ADJUSTED FOR VESSEL LOAD VEF (VESSEL EXPERIENCE
FACTOR) IF AVAILABLE.
IF NO VESSEL LOAD VEF IS AVAILABLE, THE QUANTITY SHALL BE
DETERMINED BY THE VARIOUS QUANTITIES ADJUSTED FOR OBQ OR ROB.
(C)
TESTING AND ACCEPTANCE:
(I)
MANUFACTURER OR THE DESIGNATED LABORATORY SHALL ISSUE A COA
CONFIRMING THE RESULTS OF THE TESTS OF THE QUALITY OF THE PRODUCT OBTAINED
PURSUANT TO SECTION 12(A) ABOVE.
(II)
MGPI WILL NOT ACCEPT, AND MANUFACTURER SHALL NOT LOAD INTO MGPI
EQUIPMENT, PRODUCT NOT CONFORMING TO THE SPECIFICATIONS.
(III)
ANY CLAIMS THAT THE PRODUCT(S) DELIVERED HEREUNDER DO NOT CONFORM
TO THE SPECIFICATIONS ARE WAIVED UNLESS PRESENTED IN WRITING BY MGPI TO
MANUFACTURER WITHIN FOURTEEN (14) DAYS AFTER DELIVERY OF PRODUCT(S).
EXCEPT AS
SET
9
FORTH IN THIS SECTION 12(C)(III), NO CLAIM SHALL BE MADE OR HONORED FOR PRODUCT
NOT MEETING THE SPECIFICATIONS ("NON-CONFORMING PRODUCTS") AFTER DELIVERY TO
MGPI.
(IV)
MANUFACTURER'S LIABILITY REGARDING THE CONDITION, QUALITY, OR
FITNESS OF NON-CONFORMING PRODUCT(S) DELIVERED TO MGPI IS STRICTLY LIMITED, AT
MANUFACTURER'S SOLE OPTION, TO 1) A REFUND BY MANUFACTURER TO MGPI AN AMOUNT
EQUAL TO THE DIFFERENCE BETWEEN THE MARKET VALUE AS OF THE DATE TITLE
TRANSFERRED OF THE NON-CONFORMING PRODUCTS AND THE PRICE PAID THEREFOR BY MGPI,
OR 2) MANUFACTURER MAY REPLACE THE NON-CONFORMING PRODUCTS UPON THE RETURN OF
THE NON-CONFORMING PRODUCTS BY MGPI.
13.
CONFIDENTIALITY.
(A)
GENERAL OBLIGATION. ALL INFORMATION PROVIDED BY ONE PARTY (THE
"DISCLOSING PARTY") TO THE OTHER PARTY (THE "RECIPIENT") WILL BE GOVERNED BY
THIS SECTION 13.
THE TERM "CONFIDENTIAL INFORMATION" WILL MEAN (I) ALL
INFORMATION CONTAINED IN ANY REPORTS DELIVERED PURSUANT TO THIS AGREEMENT,
(II) THE PRODUCT KNOW-HOW AND (III) ALL OTHER TRADE SECRETS OR CONFIDENTIAL OR
PROPRIETARY INFORMATION DESIGNATED AS SUCH IN WRITING BY THE DISCLOSING PARTY,
WHETHER BY LETTER OR BY THE USE OF AN APPROPRIATE PROPRIETARY STAMP OR LEGEND,
BEFORE OR WHEN ANY SUCH TRADE SECRET OR CONFIDENTIAL OR PROPRIETARY INFORMATION
IS DISCLOSED BY THE DISCLOSING PARTY TO THE RECIPIENT. CONFIDENTIAL INFORMATION
WILL ALSO INCLUDE INFORMATION THAT THE DISCLOSING PARTY DISCLOSES TO THE
RECIPIENT (WHETHER ORALLY, VISUALLY OR IN WRITING WITHOUT AN APPROPRIATE LETTER,
PROPRIETARY STAMP OR LEGEND) IF THE DISCLOSING PARTY NOTIFIES THE RECIPIENT IN
WRITING AND DESCRIBES THE INFORMATION DISCLOSED, REFERENCES THE PLACE AND DATE
OF THE DISCLOSURE, AND THE NAMES OF THE EMPLOYEES OR OFFICERS OF THE RECIPIENT
TO WHOM THE DISCLOSURE WAS MADE. THE PARTIES ALSO AGREE TO TREAT ANY INFORMATION
OR MATERIALS JOINTLY DEVELOPED AS PROPRIETARY AND AS CONFIDENTIAL INFORMATION.
(B)
DISCLOSURE.
THE RECIPIENT WILL HOLD