TERMS AND CONDITIONS OF USE

TERMS AND CONDITIONS OF USE

Welcome! Please carefully read the following Terms and Conditions of Use ("Terms of Use") before using this website ("Site"). By using this Site, you agree to follow and be bound by these Terms of Use, which govern your use of the Site. Nothing contained in these Terms of Use is intended to modify or amend any other written agreement, if any, that may currently be in effect between you and Sprague Operating Resources LLC("Sprague") with regard to matters other than your use of the Site or your purchase of products through the Site. Sprague may periodically modify these Terms of Use, and any such modifications will be effective immediately upon posting. We suggest that you periodically check these Terms of Use for modifications. If you do not agree to these Terms of Use, do not use this Site.

This Site is owned and operated by Sprague and all of its subsidiaries and affiliates. Sprague may modify, suspend, discontinue, or restrict the use and availability of any portion of this Site at any time, without notice or liability. Your use of this Site may be monitored by Sprague and used for Sprague's internal business purposes, without liability.

Limited license and restrictions on use

Sprague grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download, and print the pages within this Site solely for your personal, informational, and noncommercial use or as expressly authorized by Sprague in writing. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access this Site. Sprague reserves all rights not expressly granted in these Terms of Use. Except as otherwise stated in these Terms of Use as expressly authorized by Sprague in writing, you may not:

Modify, copy, distribute, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or exploit any reports, data, information, content, software, products, services, or other materials on, generated by or obtained from this Site, whether through links or otherwise (collectively, "Materials");

Redeliver any page, text, image, or Materials on this Site using "framing" or other technology;

Engage in any conduct that could damage, disable, or overburden (i) this Site, (ii) any Materials or services provided through this Site, or (iii) any systems, networks, servers, or accounts related to this Site, other than those made generally available by Sprague;

Probe, scan, or test the vulnerability of any Materials, services, systems, networks, servers, or accounts related to this Site or attempt to gain unauthorized access to Materials, services, systems, networks, servers, or accounts connected or associated with this Site through hacking, password or data mining, or any other means of circumventing any access-limiting, user authentication or security device of any Materials, services, systems, networks, servers, or accounts related to this Site;

Modify, copy, obscure, remove, or display Sprague's name, logo, trademarks, text, notices, or images without Sprague's express written permission. To obtain such permission, you may e-mail us at kmccloskey@spragueenergy.com; or call Kim McCloskey at 603-430-5341.

Include the term "Sprague" or any Sprague trademark or executives name, or any variation of the foregoing, as a meta-tag, hidden textual element, or any other indicator that creates an impression of affiliation, sponsorship, or endorsement by Sprague.

Linking conditions

You may not link to this Site unless you comply with these linking conditions ("Linking Conditions"). Sprague grants you a limited, revocable, nonexclusive right to create a hyperlink to this Site ("Link"), provided you comply at all times with the following conditions:

The Link must resolve to Sprague's portal page at www.spragueenergy.com unaltered in any way;

The text of the Link must read either "Sprague Operating Resources LLC.", "Sprague" or www.spragueenergy.com". You may not use any Sprague logo or graphic, or any other Sprague trademark, as part of the Link without Sprague's express written permission; and

The Link and surrounding context on the linking site must not: (a) falsely represent or misrepresent any relationship between the linking site and Sprague, including suggestions of affiliation, endorsement, or sponsorship; (b) portray Sprague or its affiliates, or their products or services, in a false, misleading, derogatory, or otherwise offensive manner; or (c) deliver the Materials in a framed environment or alter the layout, content, look, or feel of the Site.

If you have created a Link that conforms to these Linking Conditions, then you also may include one or more Links to any internal or subsidiary page of this Site that is located one or several levels down from the homepages (known as "deep links"), provided, however, that all such deep links must be in close physical proximity to the Link that conforms to the Linking Conditions. You may not maintain numerous or pervasive Links to this Site.

Your account

Certain parts of this Site may be protected by passwords or require a login. Further, for authentication purposes, certain features on this Site may require you to answer a designated security question. You agree to provide Sprague with current, complete, and accurate information as prompted by the applicable registration process and agree to regularly update this information to maintain its completeness and accuracy. You agree not to obtain or attempt to obtain unauthorized access to such parts of or features on this Site, or to any other protected Materials or information, through any means not intentionally made available to you by Sprague.

You are responsible for maintaining the confidentiality of any account information, user names, logins, passwords, and security questions and answers that you use to access any page or feature on this Site, and for logging off of your account and any protected areas of the Site. Further, you are fully responsible for all activities occurring under your accounts, user names, logins, passwords, and security questions and answers that result from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized conduct concerning your accounts, user names, logins, passwords, or security questions and answers, you agree to contact Sprague immediately. Sprague will not be responsible for any loss or damage arising from your failure to comply with this paragraph.

Products and services provided to you through this Site may involve the electronic transmission, including via any e-mail address you provide to us, of information that you may consider to be personal financial information or promotional and marketing materials, and you consent to such transmission.

Data, information and content

The Materials on this Site are for information purposes only. Although Sprague may provide data, information, and content relating to your business with Sprague, you should not construe any such information or other content available through this Site as legal or tax advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any Materials on this Site before making any decisions based on such Materials. In exchange for using such Materials, you agree not to hold Sprague or its third-party information providers liable for any possible claim for damages arising from any decision you make based on the Materials made available to you through this Site.

Copyright policy, notice, and claim information

All materials on this Site, whether separate or compiled, including, but not limited to, text, graphics, audio clips, logos, buttons, images, digital downloads, data compilations, software, icons, html code and xml code, as well as all copyright, patent, trademark, trade dress, and other rights therein, are owned or licensed by Sprague and its third-party information providers, and are protected by United States and international intellectual property laws.

Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Sprague designates an agent as described below to receive notifications of claimed copyright infringement by mail: Paul Scoff, Esquire, General Counsel, Sprague Operating Resources LLC., Two International Drive, Suite 200, Portsmouth, NH, 03801.

If you have any other customer service questions or would like an alternative method of reaching us, please click on Contact Us at the top of any webpage.

Third-party content

Data and other materials appearing on this Site that are provided by third parties are believed by Sprague to be obtained from reliable sources, but Sprague cannot guarantee and is not responsible for their accuracy, timeliness, completeness, or suitability for use. Sprague is not responsible for, and does not prepare, edit, or endorse, the content, advertising, products, or other materials on or available from any website owned or operated by a third party that is linked to this Site via hyperlink. The fact that Sprague has provided a link to a third party's website does not constitute an implicit or explicit endorsement, authorization, sponsorship, or affiliation by Sprague with respect to such website, its owners, providers, or services. You will use any such third-party content at your own risk.

Placement of Orders

If approved by Sprague, you may place orders through this Site subject to the terms and limitations set forth herein. Upon placement of any order, you will receive a confirming email ("Confirming Email") setting forth the terms as agreed to by the parties. The placement of orders through this Site is governed by the terms and conditions of these Terms of Use and is an integral part thereof. The purchase and delivery of Sprague petroleum products through this Site is governed by Sprague's General Terms and Conditions for Delivered Sales of Refined Petroleum Products which are set forth below and incorporated herein by reference whether or not you have a master agreement in place. If any term of the Terms of Use conflict with any term in a Confirming Email, the Terms of Use shall control, but shall not void any non-conflicting term of the Confirming Email. You shall be solely responsible for notifying Sprague in writing of any inaccuracies in the Confirming Email not more than two (2) business days from your receipt of a Confirming Email. A Confirming Email shall be binding upon the parties when you confirm the Confirming Email in a return email; or (2) you fail to return a verifying email regarding the Confirming Email within two (2) business days from receipt and provide written notification of any inaccuracies.

Timeliness of content

All content on this Site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache setting on your browser to ensure you are receiving the most recent data.

Termination

The rights granted to you herein terminate immediately upon any violation by you of these Terms of Use. Sprague, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of this Site at any time and for any reason whatsoever, without notice or liability. Sprague will not be liable to you or any third party for any termination of your access to or use of this Site.

Warranty disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, SPRAGUE AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILILTY, WITH RESPECT TO (I) THE SITE; (II) ANY MATERIALS, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH THE SITE; (III) USE OF THE SITE, MATERIALS, PRODUCTS, OR SERVICES; (IV) THE RESULTS OF THE USE OF THE SITE, MATERIALS, PRODUCTS, OR SERVICES; OR (V) THE PLACEMENT OF ANY ORDERS THROUGH THE SITE.

FURTHER, SPRAGUE AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO ANY DELAYS OR ERRORS IN THE TRANSMISSION OR DELIVERY OF ANY MATERIALS, PRODUCTS, SERVICES, OR THE PLACEMENT OF ANY ORDERS AVAILABLE THROUGH THIS SITE.

EXCEPT AS PROVIDED BY LAW, NEITHER SPRAGUE NOR ITS THIRD-PARTY INFORMATION PROVIDERS AND VENDORS HAS ANY RESPONSIBILITY TO MAINTAIN THE MATERIALS, PRODUCTS, OR SERVICES OFFERED ON THE SITE OR TO SUPPLY CORRECTIONS, UPDATES, OR RELEASES FOR THE SAME.

TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

Liability and indemnity

ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS SITE ARE DONE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER EQUIPMENT, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

NEITHER SPRAGUE NOR ITS AFFILIATES, SUBSIDIARES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, OR COMMUNICATIONS LINE FAILURE, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE SITE, MATERIALS, PLACE ORDERS, OR ANY PRODUCTS OR SERVICES PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS SITE, EVEN IF SPRAGUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT A JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, THE LIABILITY OF SPRAGUE AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.

You agree to indemnify, defend, and hold harmless Sprague, its subsidiaries and affiliates, and each of its and their officers, directors, employees, and agents, from and against all claims, demands, liabilities, damages, losses, or expenses, including attorney's fees and costs, arising out of or related to your improper access to or use of this Site, or any violation by you of these Terms of Use.

Integration and severability

If any provision of these Terms of Use is deemed unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions. These Terms of Use represent the entire agreement between you and Sprague relating to the subject matter herein.

Applicable law and venue

The laws of the State of New Hampshire, United States of America, without regard to principles of conflict of laws, governs these Terms of Use and any dispute that might arise between you and Sprague. If you take legal action relating to these Terms of Use, you agree to file such action either in the Superior Court for Rockingham County, State of New Hampshire, or the United States District Court for the State of New Hampshire and in no other venue, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action.

Private Information

We recognize that your relationship with us is based on trust and that you expect us to act responsibly and in your best interests. Because your business and financial data is your private information, we hold ourselves to reasonable standards in its safekeeping and use.

How we protect privacy online

Our concern for the privacy of our customers naturally extends to those who use our website, Spragueenergy.com.

Our website uses some of our most secure forms of online communication available, including data encryption, and user names and passwords. These technologies provide a high level of security and privacy when you access your account information, initiate online transactions, or send secure messages.

Spragueenergy.com offers customized features that require our use of "HTTP cookies" - tiny pieces of information that we ask your browser to store. However, we make very limited use of these cookies. We don't use them to pull data from your hard drive, to learn your e-mail address, or to view data in cookies created by other websites. We won't share the information in our cookies or give others access to it - except to help us better serve your energy needs.

When you visit our website, we may collect certain technical and navigational information, such as computer browser type, Internet protocol address, pages visited, and average time spent on our websites. This information may be used, for example, to alert you to software compatibility issues or to resolve technical or service problems, or it may be analyzed to improve our Web design and functionality and our ability to service you and your accounts.

See our Site Help and Technical Help for more details about website security and privacy features.

How we safeguard your company

We restrict access to information about you to those Sprague employees who need to know the information in order to perform their jobs, such as servicing your accounts or notifying you of new products and services. To protect your information, we maintain physical, electronic, and procedural safeguards in keeping with industry standards and practices, and we review and adjust these safeguards regularly in response to advances in technology.

What you can do

For your protection, we recommend that you do not provide your account information, user name, or password to anyone that does not have an absolute need to know. If you become aware of any suspicious activity relating to your account, please contact us immediately.

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Sprague's General Terms and Conditions for Delivered Sales of Refined Petroleum Products

1. Application. These General Terms and Conditions for the sale of refined petroleum products ("Products") on a delivered basis shall apply to each and every sale of Products based on Sprague Operating Resources LLC's("Sprague") posted price or price quote for said delivered Products ("Delivered Sales"). These terms and conditions are the final and exclusive agreement of the parties with respect to Delivered Sales and shall override any terms or conditions stipulated, incorporated or referred to by Buyer whether in any order, in any negotiations, or otherwise and supersede any other oral or written terms and conditions between the parties with respect to Delivered Sales. Buyer acknowledges and agrees that, by purchasing Products from Sprague and taking delivery of said Product, such Delivered Sales shall be governed by these General Terms and Conditions. Purchases of Products under a forward contract, including those through Sprague's e-commerce platform, are not governed by these General Terms and Conditions. Under no circumstances shall these General Terms and Conditions be construed as an obligation of Sprague to have Products available for purchase by Buyer.

2. Transportation. Sprague shall deliver the Product via tank truck to the delivery location agreed upon with the Buyer.

3. Pollution. In the event of a spill, leakage, escape, or discharge of Product or other product from Sprague's truck or delivery equipment which causes or threatens to cause pollution damage (hereinafter referred to as a "Spill"), Sprague shall promptly take whatever measures are necessary to prevent or mitigate such damage. Sprague shall indemnify, defend, and hold Buyer harmless from and against any and all claims, costs, expenses, clean up costs, losses, penalties, or other damages incurred by Buyer as a result of the Spill to the extent caused by Sprague, its employees' or agents' gross negligent acts or omissions or willful misconduct.

4. Quality and Quantity. The Products delivered by Sprague shall meet the applicable specifications for the Product at the time of delivery. Quantity measurement shall be based on the Bill of Lading issued by the loading facility. If any Product delivered hereunder fails to meet the specifications, then Buyer shall have the right to reject such Product within fifteen (15) days of delivery; however, in no event shall Sprague be responsible for Product that was contaminated after title passed to Buyer and thereafter failed to meet the specification. In the event of rejection of Product by Buyer, Sprague shall expeditiously remove any such non-compliant Product from Buyer's storage tank(s) or, if possible, otherwise cure such specification defect without removal. Upon removal of any Product, Buyer shall allow Sprague a maximum of five (5) days in which to replace the deficient Product. If however, Buyer accepts delivery of Product that does not conform to the specifications, Buyer and Sprague shall agree on an appropriate discount, if any, for such non-conforming Product. Failure of Buyer to observe this provision or any action by Buyer which impeded identification of an alleged specification defect shall act as a waiver of Buyer's right to make such a claim.

5. Title and Risk of Loss. Unless otherwise agreed between Buyer and Sprague, possession and title of the Product shall pass from Sprague to Buyer as the Product passes the flange connection of the delivery equipment's delivery line to the receiving terminal's receipt hose. Responsibility for and risk of loss shall pass from Sprague to Buyer at the time title passes to Buyer.

6. Taxes. In addition to the purchase price, Buyer will be liable for, pay and/or reimburse Sprague for the payment of, any and all taxes, fees (including any Federal Oil Spill Recovery Fee), assessments and other charges ("Taxes"), whether now existing or hereafter arising, which are imposed, levied or assessed by any federal, state or local governmental or regulatory authority with respect to the Products sold and delivered to Buyer, the taxable incident of which arises out of or relates to the Products' production, storage, transportation, use, sale, delivery and/or transfer of title to Buyer, Buyer's payment therefore, or arises after such sale, delivery or title transfer. In the event that Sprague is required to pay any such taxes, fees, assessments or charges directly to the appropriate authority, Buyer will promptly upon demand reimburse Sprague for such payments. Buyer will furnish Sprague with any exemption or resale certificate or direct pay permit to which Buyer may be entitled and will promptly notify Sprague of any change in the validity or scope of the same. If Buyer fails to promptly notify Sprague of any change in its licensed status and taxes are subsequently imposed on the Product, Buyer shall pay or reimburse Sprague for such taxable amount within two (2) days of receipt of notice from Sprague.

7. Pricing and Billing.

a. Purchase Price. The purchase price Buyer shall pay Sprague for Products shall be Sprague's posted or quoted delivered sales price, as well as any Taxes.

b. Billing. Sprague shall invoice Buyer and Buyer shall pay Sprague all amounts due Sprague under this agreement in the manner specified by Sprague for all Products and any services. The method of payment will be by electronic funds transfer unless the parties agree upon another method.

c. Interest Rate. Sprague may charge Buyer an interest rate of one and a half percent (1.5%) monthly on any late payment or the maximum legal rate, if lower.

d. Invoices Presumed Final. All invoices shall be conclusively presumed final and accurate. Buyer shall waive any associated claim for an inaccurate invoice and/or overpayment unless, within two (2) years from the date of the delivery, in good faith, Buyer objects to the invoice in writing, including an adequate explanation and supporting industry-acceptable documentation. However, the applicable meter reading shall control for the purpose of determining an invoice's accuracy. Retroactive adjustments under this Section shall be invoiced accordingly. If the parties cannot resolve any invoice dispute, either party may pursue any remedy available at law or in equity to enforce its rights subject to Section 17. Nothing in this Section shall be deemed to preclude Sprague from making a retroactive adjustment of an invoice within a reasonable time of receiving information from the terminal, indicating an error in a prior invoice, regardless of the original invoice date.

e. Netting. The parties shall net all undisputed amounts due and owing, and/or past due, such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with this Section 7.

8. Supply Shortage. Buyer understands that Sprague may not have Products available for Delivered Sales or may limit the Products available for Delivered Sales and that Sprague shall have no obligation to supply any Products to Buyer under these General Terms and Conditions. In the event of any curtailment, shortage or cessation in Sprague's existing or contemplated supply of Products, or in the raw materials used to manufacture such Products, irrespective of the cause or foreseeability of such curtailment, shortage, or cessation, Sprague is further not obligated to purchase the Products in the open or spot market to supplement Sprague's supply of such Products for Delivered Sales.

9. Notices. All notices shall be in writing, and shall be signed by an authorized representative of the party giving such notice. Notices directed to either party shall be sent by United States mail, registered or certified, facsimile, electronic mail, a nationally recognized overnight courier service, or hand delivery to the party for whom intended at the address provided by such party or the last address known. Notice shall be deemed given when received on a business day by the addressee. In the absence of proof of the actual receipt date, the following presumptions apply. Notices sent by United States mail, registered or certified, shall be deemed to have been received two (2) business days following the day it was sent or an earlier time if confirmed by the receiving party. Notices sent by facsimile shall be deemed received upon the sending party's receipt of its facsimile machine's confirmation of successful transmission if on a business day and, if not, on the next following business day. Notice sent by electronic mail shall be sent with a request for a reply email and deemed received on the day sent if a business day and, if not, on the next following business day so long as the sending party does not receive notification that the electronic mail did not reach the intended recipient. However, a failure to include the request for a reply email or a failure to send a reply email confirming receipt will not alter the day notice is deemed to have occurred via electronic mail under this Section. Notice by overnight mail or courier shall be deemed to have been received on the next business day following the day it was sent or an earlier time if confirmed by the receiving party.

10. Credit. Sprague and Buyer agree that Buyer's ability to purchase Products from Sprague pursuant to these General Terms and Conditions is conditioned upon Buyer meeting Sprague's credit requirements as may be established, and amended, from time to time. Buyer agrees to provide such financial information, financial statements, annual reports, securities filings and credit authorizations as Sprague shall reasonably and from time to time request for the purpose of assessing and monitoring Buyer's financial condition and credit worthiness. Buyer acknowledges and agrees that the price of Products is volatile and these General Terms and Conditions impose an obligation on Buyer that Sprague's expectation of receiving payment will not be impaired. Buyer therefore agrees that Sprague, in its sole discretion, may at any time, without notice, increase or decrease Buyer's credit requirements or prohibit Buyer from purchasing Products from Sprague. Buyer hereby further agrees to promptly notify Sprague of any change in the Buyer's legal name and to give Sprague written notice as soon as reasonably practicable of any pending sale of fifty percent (50%) or more of the Buyer's assets to a third party.

11. Insurance. With respect to Product sold under this Agreement, Sprague will carry or cause to be carried and maintained at all times the following insurance coverage:

a) Workers' Compensation insurance complying with the laws of the State or States having jurisdiction over each employee, and Employer's Liability insurance with minimum limits of $100,000 each accident, $100,000 disease each employee, and $500,000 disease policy limit;

b) Commercial or Comprehensive General Liability Insurance on an occurrence form with a combined single limit of $1,000,000 each occurrence, and annual aggregates of $2,000,000, for bodily injury and property damage, including coverage for blanket contractual liability, broad form property damage, personal injury liability, independent contractors and Products/completed operations; and sudden and accidental pollution;

c) Automobile Liability insurance with a combined single limit of $1,000,000 each accident for bodily injury and property damage to include coverage for all owned, non-owned, and hired vehicles with the following endorsement: MCS-90 (Motor Carrier Act of 1980) and CA-9948 (Pollution Liability Broadened Coverage for Covered Autos) or equivalent; and

d) Excess or Umbrella Liability insurance with a combined single limit of $1,000,000 each occurrence, and annual aggregates of $1,000,000, for bodily injury and property damage covering excess of Employers' Liability insurance and the insurance described in the above subsections b and c; and

e) Pollution Liability insurance with a combined single limit of $1,000,000.

12. Warranties. Except for the warranty of title, no warranty, expressed or implied, whether oral or written, of merchantability, fitness or suitability of the Products for any particular purpose or otherwise is made by Sprague other than that the Products conform, within any tolerances stated, to the applicable specifications for the Products as provided by Sprague at the time of delivery. Buyer assumes all risks and losses that result from the use of the Products whether used singly or in combinations with other substances or in any process. In no event shall Sprague be liable for any consequential, incidental, indirect, remote or special losses or damages including, but not limited to, loss of use, lost profits or any demurrage or detention charges.

13. Material Safety Data Sheets. Sprague will provide, or otherwise make available, to Buyer appropriate Material Safety Data Sheets ("MSDS") and any updated information for the Products in accordance with the applicable requirements of the Occupational Safety and Health Administration at or prior to the time of delivery. Buyer acknowledges receipt of, or access to, Sprague's MSDS and acknowledges that Buyer is aware of the hazards and risks associated with the storage, transportation, handling and use of the Products. Buyer will advise Buyer's Personnel and any third parties who may purchase or come in contact with the Products as to the hazards of the Products, as well as the precautionary procedures for their storage, handling and use which are set forth in such MSDS and any supplementary MSDS or written warning(s) which Sprague may provide to Buyer from time to time.

14. Laws and Regulations. These General Terms and Conditions shall be subject to all valid local, state and federal laws and orders, directives, rules and regulations of any governmental body or official having jurisdiction. Each party shall indemnify, defend and hold harmless the other party from any fines, penalties, assessments or liabilities imposed by any governmental authority of competent jurisdiction relating to the failure of such party to comply with any applicable governmental law, rule or regulation.

15. Indemnification. Buyer shall indemnify, defend and hold Sprague harmless from and against all loss, cost and expense, including court costs and attorney fees, for any claims, suits, judgments, demands, action, penalties or liabilities, including injury to or death of persons, caused by, arising out of or resulting from the negligent, willful or bad faith acts or omissions of the Buyer, its officers, employees or agents with respect to Delivered Sales under these General Terms and Conditions or arising while the Product is in Buyer's exclusive control and possession. Sprague shall indemnify, defend and hold Buyer harmless from and against all loss, cost and expense, including court costs and attorney fees, for any claims, suits, judgments, demands, action, penalties or liabilities, including injury to or death of persons, caused by, arising out of or resulting from the negligent, willful or bad faith acts or omissions of Sprague, its officers, employees or agents with respect to Delivered Sales under these General Terms and Conditions or arising while the Product is in Sprague's exclusive control and possession. Where personal injury, death, or loss of or damage to property is the result of the joint negligence or misconduct of the parties hereto, the parties expressly agree to indemnify each other and save harmless in proportion to their respective share of such joint negligence or misconduct. This indemnity provision shall survive termination of these General Terms and Conditions.

16. Waiver and Severability. The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver or any subsequent breach of such provision or the waiver of the provision itself. Should a court of competent jurisdiction hold any provision of these General Terms and Conditions invalid, illegal or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that these General Terms and Conditions shall otherwise remain in full force and effect and enforceable.

17. Limitations. EXCEPT TO THE EXTENT PROVIDED HEREIN, A PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.

18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Hampshire, excluding its conflicts and law of principles. The parties consent to the jurisdiction of the New Hampshire courts to resolve any disputes under this Agreement and hereby waive any right to a jury trial.

19. Supplier - Purchaser Relationship. Sprague and Buyer expressly acknowledge and agree that these General Terms and Conditions do not establish or create a long-term supplier/purchaser relationship and Sprague has no obligation to sell Delivered Products to Buyer. Sprague specifically reserves the right to modify, alter, or terminate these General Terms and Conditions at any time upon notice to Buyer. In the event any applicable government laws, rules or regulations would have the effect of imposing any such continuing relationship, each of Sprague and Buyer will take such actions and file such notices as the other party may reasonably require in order to terminate the applicability of the General Terms and Conditions.

20. Force Majeure. Except with regard to a party's obligation to make payment(s) due, neither party shall be liable to the other for failure to perform an obligation; to the extent such failure was caused by Force Majeure. "Force Majeure" shall include occurrences beyond the affected party's control (and in the case of Sprague, occurrences affecting Sprague's supplier or suppliers), but not be limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections, acts of terrorism or wars; and (iv) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Sprague and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. Neither party shall be entitled to the benefit of this Section 20 to the extent performance is affected by any or all of the following circumstances: (i) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship, to include, without limitation, Sprague's ability to sell Product at a higher or more advantageous price, Buyer's ability to purchase Product at a lower or more advantageous price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement; (iii) the loss of Buyer's market(s) or Buyer's inability to use or resell Products purchased hereunder, except, in either case, as provided in this Section; or (iv) the loss or failure of Sprague's oil supply or depletion of reserves, except, in either case, as provided in this Section. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the party experiencing such disturbance. The party whose performance is prevented by Force Majeure must provide immediate notice to the other party orally and, as soon as reasonably possible, in writing with reasonably full particulars of the event or occurrence. Upon providing such notice, the party claiming Force Majeure will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Product, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

21. Headings. The headings and subheadings contained in these General Terms and Conditions are used solely for convenience and shall not be used to construe or interpret the provisions of these General Terms and Conditions.

I agree with the above terms and conditions