TERMS AND CONDITIONS

Exclusive Agreement. Unless a separate written supply agreement is entered into between World Petroleum Supply, Inc. (hereinafter referred to as “Seller”) and the Buyer either modifying these terms and conditions or setting forth which terms will control, the following terms and conditions are part of Seller’s quotation for and acceptance of any resulting order and shall become the exclusive and binding agreement between Seller and Buyer with respect to the order of any Merchandise by Buyer and the sale of such Merchandise by Seller to Buyer, and shall apply to any Purchase Order Form, regardless of whether this Agreement or its terms and conditions are expressly referenced in that Purchase Order Form. NO TERM OR CONDITION SET FORTH IN ANY OF BUYER'S SOLICITATION, PURCHASE ORDER, OR CONTRACT SHALL BECOME PART OF ANY ORDER OR OTHERWISE BECOME BINDING ON SELLER UNLESS EXPRESSLY AGREED TO IN WRITING BY SELLER. BUYER'S ORDER IS ACCEPTED SOLELY ON THE CONDITION THAT BUYER EXPRESSLY ACCEPTS AND ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

Quotations, Prices and Taxes. The prices for Merchandise are set forth in Seller's quotation to Buyer, or in the absence thereof in Seller's currently effective price list. In the absence of a statement to the contrary in Seller's quotation, any prices set forth in a quotation shall only be valid for thirty (30) days or as otherwise reflected on the quotation provided Seller does not withdraw such quotation within such period. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Merchandise at the Price(s) subject to the terms and conditions set forth herein. Unless otherwise specified in Seller's quotation or Seller's order confirmation, the Prices set forth therein do not include any applicable taxes, import duties, customs clearance, applicable licenses, certifications, ratings and other authorizations and approvals. All such taxes, import duties, customs clearance, applicable licenses, certifications, ratings and other authorizations and approvals are the sole responsibility of. A request by Buyer for exemption from any tax shall be accompanied by evidence satisfactory to Seller of Buyer's eligibility for such tax exemption.

Acceptance of Order. Seller shall manifest its acceptance of a Buyer order for Merchandise, conforming to Seller's valid quotation to Buyer for such Merchandise, upon the earlier of Seller's commencement of performance under such order or the transmission of an order confirmation by Seller for such order.

Cancellations. Buyer may not cancel any order for Merchandise without Seller's approval, and then only upon payment of the cancellation charges set forth herein. Cancellation charges shall be assessed as follows:

0% of order value if Seller is able to cancel its order for said Merchandise from the manufacturer;
25% of order value if cancelled no more than 30 days prior to original shipment date; and
100% of order value of any special orders (non-stock) for merchandise built to buyer specifications.

Delivery; Delays. Unless otherwise agreed in writing by Seller, delivery of the Merchandise shall take place at Seller. Buyer will take delivery of the Merchandise within fourteen (14) days of Seller giving it notice that the Merchandise is ready for delivery.

Any dates specified by Seller for delivery of the Merchandise are intended to be an estimate and shall be non-binding. Time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time.

Notwithstanding anything to the contrary, Seller shall not be liable for any delay in the delivery of the Merchandise, irrespective of the length of delay, or any delay or nonperformance due to acts of God, natural casualties, war, material shortages, trade embargoes, governmental regulations, strikes, civil unrest, non-performance of subcontractors and/or other causes beyond the reasonable control Seller.

Terms of Payment. Time for payment is of the essence. Unless Buyer is extended credit terms by Seller as indicated by Seller's order confirmation, Buyer must pay all amounts for Merchandise prior to shipment by Seller. Where credit is being extended to Buyer, all amounts due and payable on a Seller invoice for Merchandise shall be paid in full by Buyer within thirty (30) calendar days of the issue date of a Seller invoice for such Merchandise. All such amounts shall be paid by Buyer's check to Seller or by wire transfer to such bank or account as Seller may from time to time designate in writing. Buyer will be responsible for a 1.5% finance charge per month, or the maximum rate legally permissible under applicable law, charged on a daily basis, on past due accounts and all expenses of collections, including reasonable attorneys' fees.

If Buyer fails to comply with its payment obligations Seller may, among other things: suspend performance of the remainder of this Agreement or any other agreements with Buyer; with prior written notice to Buyer, declare due all other sums owing by Buyer to Seller (whether under this Agreement or any other agreement or account) which at the date of such notice might not otherwise be immediately due and payable, and Buyer shall be obligated to pay the same to Seller with immediate effect; and at its sole discretion, enforce the remedies provision set forth this Agreement

No Warranty; Disclaimer; Limitation of Liability; Indemnification.
BUYER AGREES THAT IT BUYS THE MERCHANDISE ''AS IS'' WITHOUT ANY WARRANTY OF ANY KIND FROM SELLER. FURTHER, SELLER PROVIDES NO WARRANTY THAT THE MERCHANDISE WILL BE SUITABLE FOR BUYER'S PURPOSES.BUYER AGREES THAT IT BUYS THE MERCHANDISE SUBJECT ONLY TO ANY AND ALL APPLICABLE MANUFACTURER’S WARRANTIES. TO THE MAXIMIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTELLECTUAL PROPERTY INFRINGEMENT OR THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING FROM THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT EACH AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES AND SHALL BE SEPARATELY ENFORCED.

Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to have been entered into at the offices of Seller in Montgomery County, Texas and all performance on the part of Buyer, including the payment of all sums due hereunder, shall be deemed to have been required to be performed by Buyer at the offices of Seller, in Montgomery County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any legal suit or action arising out of or relating to this Agreement may be instituted in a state or federal court of competent jurisdiction in Montgomery County, Texas and the State of Texas and Buyer waives any objection which it may now otherwise have or hereafter have to the waiving of the venue of any such suit, action or proceeding and hereby subjects itself to the jurisdiction of any such court.

Attorney's Fees. In the event a dispute arises regarding this Agreement, the prevailing Party shall be entitled to its reasonable attorney's fees and expenses incurred in addition to any other relief to which it is entitled.

Assignment. Buyer may not assign, transfer or otherwise encumber this Agreement or any part thereof without express written consent of Seller. This Agreement shall inure to the benefit of, and is binding upon, the heirs, personal representatives, successors and assigns of the Parties.

Entire Agreement. BUYER'S ACCEPTANCE OF ANY MERCHANDISE COVERED HEREBY SHALL BE DEEMED ACCEPTANCE OF ALL THE TERMS AND CONDITIONS STATED HEREIN. SELLER'S FAILURE TO OBJECT TO ANY PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER SHALL NOT BE DEEMED A WAIVER OF THE PROVISIONS CONTAINED HEREIN. This Agreement represents the entire agreement between the parties and shall supersede all prior written or oral understandings and/or other terms in any purchase order or other document, now or hereafter delivered, except that this Agreement shall not supersede other written agreements between the parties that expressly reference this Agreement.

Agreed and Accepted:

By:_______________________

For:_______________________

Its:________________________

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