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CHEVRON BRANDED MARKETER AGREEMENT

Advertising or Marketing Agreement

CHEVRON BRANDED MARKETER AGREEMENT | Document Parties: SUSSER HOLDINGS CORP | CHEVRON PRODUCTS COMPANY You are currently viewing:
This Advertising or Marketing Agreement involves

SUSSER HOLDINGS CORP | CHEVRON PRODUCTS COMPANY

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Title: CHEVRON BRANDED MARKETER AGREEMENT
Date: 8/28/2008
Industry: Retail (Grocery)     Sector: Services

CHEVRON BRANDED MARKETER AGREEMENT, Parties: susser holdings corp , chevron products company
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Exhibit 10.1

CHEVRON BRANDED MARKETER AGREEMENT

Dated: June 17, 2008

CHEVRON PRODUCTS COMPANY (“Chevron”), a division of Chevron U.S.A. Inc., and SUSSER PETROLEUM CO LLC (“Marketer”) hereby agree as follows:

1. Area of Primary Responsibility .

Chevron hereby appoints Marketer, upon the terms and conditions herein provided, its nonexclusive distributor (“Chevron Marketer”) of the Chevron brand and other petroleum products of Chevron specified in section 3 of this agreement, with responsibility to serve and develop trade for such petroleum products in the following counties (“Marketer’s area of primary responsibility”) :

 

 

 

 

 

 

County

 

 

  

State

Atascosa

 

 

  

Texas

Bexar

 

 

  

Texas

Brazoria

 

 

  

Texas

Cameron

 

 

  

Texas

Castro

 

 

  

Texas

Crockett

 

 

  

Texas

Ector

 

 

  

Texas

Fayette

 

 

  

Texas

Fort Bend

 

 

  

Texas

Gaines

 

 

  

Texas

Galveston

 

 

  

Texas

Gonzales

 

 

  

Texas

Harris

 

 

  

Texas

Henderson

 

 

  

Texas

Hidalgo

 

 

  

Texas

Hockley

 

 

  

Texas

Howard

 

 

  

Texas

Irion

 

 

  

Texas

Liberty

 

 

  

Texas

Medina

 

 

  

Texas

Midland

 

 

  

Texas

Montgomery

 

 

  

Texas

Nueces

 

 

  

Texas

Polk

 

 

  

Texas

Reagan

 

 

  

Texas

Reeves

 

 

  

Texas

San Patricio

 

 

  

Texas

Sutton

 

 

  

Texas

Tarrant

 

 

  

Texas

Tom Green

 

 

  

Texas

Travis

 

 

  

Texas

Val Verde

 

 

  

Texas

Walker

 

 

  

Texas

Waller

 

 

  

Texas

Williamson

 

 

  

Texas

Winkler

 

 

  

Texas

 

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It is understood that Chevron may also engage in the sale and distribution of the same petroleum products in Marketer’s area of primary responsibility directly to consumers and by supply to other resellers.

2. Term .

The term of this agreement shall commence on September 1, 2008 , and shall end on August 31, 2011 .

3. Products and Quantities .

(a) Purchase and Sale Obligations . During the term of this agreement, Marketer shall purchase from Chevron such quantities of each of the petroleum products of Chevron specified below as are necessary to serve customer demand for such petroleum products of Chevron in Marketer’s area of primary responsibility.

Products

Chevron Diesel Fuel No. 2

Chevron Motor Gasolines

Subject to the limitations set forth in this section 3, Chevron shall sell to Marketer such quantities of such petroleum products as Marketer may order from Chevron. Without limitation on the generality of the foregoing, Marketer agrees to purchase from Chevron during each contract year not less than 5,000,000 gallons of Chevron branded motor gasoline.

(b) Seasonal Adjustment of Monthly Percentages . As used herein, the “Seasonal Monthly Percentage” for a particular delivery point for a particular product for a particular month means: the average percentage over the prior 10 calendar years (or for such lesser period as Chevron has complete data) of the total annual deliveries of the particular product to all Chevron customers made during the particular calendar month from all of the delivery points within the applicable “Terminal Group.” The “Terminal Group” shall consist of one or more delivery points in the same geographic region as designated by Chevron from time to time. For example, if for the prior 10 years, on average, 7.2 percent of the annual total motor gasoline deliveries to Chevron customers from all of the delivery points in the Terminal Group were made during the month of March, then the Seasonal Monthly Percentage for motor gasoline for March would be 7.2 percent.

(c) Monthly Limitation on Sale Obligation . Subject to adjustment as set forth in sections 3(d) – 3(f) below, Chevron shall not be obligated to sell to Marketer in any calendar month at any delivery point quantities of any petroleum product in excess of the Seasonal Monthly Percentage times the quantities of such petroleum product actually purchased by Marketer from Chevron and delivered by Chevron to Marketer at the particular delivery point (the “Terminal Annual Quantities”) during the 12 calendar months immediately preceding the calendar month in question (e.g., the applicable 12-month period for the month of July would begin with the month of July during the prior calendar year and run through the month of June of the current calendar year), either under this agreement or under any similar prior agreement between Chevron and Marketer.

(d) Adjustment for New Marketers . If Marketer has not been a Chevron Marketer prior to execution of this agreement, then the limitation set forth in section 3(c) shall not apply during the first 12 months of the term hereof. During such initial 12-month period, Chevron shall not be obligated to sell to Marketer in any calendar month at any delivery point quantities of any petroleum product in excess of the Seasonal Monthly Percentage times the sum of the annual volumes for the particular petroleum product to be delivered at the particular delivery point specified in Exhibit A of the Authorization Agreements for each active retail outlet entered into between Chevron and Marketer pursuant to section 8(f) of this agreement.

(e) Adjustment for New Retail Outlets . In calculating the volume limitations set forth in section 3(c), an adjustment shall be made as follows in the Terminal Annual Quantities for each petroleum product to reflect any Authorization Agreements entered into between Chevron and Marketer, and dated after the date of this agreement, for retail outlets not previously supplied with Chevron motor fuels by Marketer (“new retail outlet”): During the year following the date (the “Start Date”) on which the new retail outlet first commences sale of Chevron motor fuels to motorists (as reflected by sales recorded by Chevron’s Retail Technology System, or any successor system (the “RTS”)), a percentage (the “Shortfall Percentage”) of the annual volume for the applicable petroleum product specified in Exhibit A to the Authorization Agreement for the new retail outlet shall be added to the Terminal Annual Quantities for the particular delivery point to reflect the fact that Marketer’s actual purchases from Chevron during the portion of the relevant 12-month period falling before the Start Date will not reflect the increase in Marketer’s business due to

 

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sales at the new retail outlet. The Shortfall Percentage shall be calculated by adding the Seasonal Monthly Percentages for the applicable product for any full calendar months during the relevant 12-month period falling before the Start Date for the particular retail outlet. (An example of the adjustments contemplated by this section 3(e) is set forth in Exhibit A hereto.)

(f) Adjustment for Inactive Retail Outlets . A retail outlet for which Marketer and Chevron have entered an Authorization Agreement shall be considered “inactive” for purposes of this section 3 (and shall not be considered “active” for purposes of section 3(d)) if (1) no motor fuel sales have been recorded at the retail outlet by the RTS for 10 consecutive days, unless Marketer has given Chevron prior written notice that such retail outlet will be temporarily out of service for maintenance or construction work together with the Marketer’s reasonable estimate of the period of time that such retail outlet will be out of service or (2) either Chevron or Marketer have terminated the Authorization Agreement for the particular retail outlet. In calculating the volume limitations set forth in section 3(c) an adjustment shall be made to reflect any inactive retail outlet, as follows: The Terminal Annual Quantities for the particular petroleum product at the particular delivery point shall be reduced by the amount of the volume of the particular petroleum product sold at the inactive retail outlets during the relevant 12-month period as recorded through the RTS at the inactive retail outlet. (An example of the adjustments contemplated by this 3(f) is set forth in Exhibit A hereto.)

(g) Other Limitations . As used herein, “contract year” shall mean a 12-month period commencing with the first day of the term of this agreement or any anniversary thereof during the term of this agreement. Deliveries by Chevron to Marketer for any fraction of a calendar month or contract year that this agreement may be in effect shall be in proportion to the quantities specified above. Although not required to do so, Chevron may at its option and after request by Marketer elect to sell to Marketer quantities of petroleum products in excess of the maximum quantities specified herein. Deliveries by Chevron to Marketer shall be spaced reasonably evenly over the month in accordance with such procedures as may be reasonably established from time to time by Chevron. Marketer’s purchases of each grade of a particular grade or category of petroleum product shall be in such proportion as Chevron in its sole discretion shall determine.

4. Delivery .

(a) Delivery Points . Subject to later change by Chevron as set forth below, Chevron shall deliver or arrange for the delivery of petroleum products to Marketer in the manner and at the delivery points set forth below.

 

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Products

  

Delivery Point

  

Type of Delivery

Chevron Diesel Fuel No. 2

  

FORT WORTH TX TRM CHEVRON

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

GALENA PARK TX TRM CHEVRON

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

BROWNSVILLE TX TRM CITGO

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

HARLINGEN TX TRM VALERO

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

SAN ANTONIO TX TRM FLINT HILL

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

PASADENA TX TRM KINDER MORGAN

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

ODESSA TX TRM MAGELLAN

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

BEAUMONT TX TRM EXXONMOBIL

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

CENTER TX TRM EXXONMOBIL

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

VICTORIA TX TRM CITGO

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

HEARNE TX TRM EXXONMOBIL

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

CORPUS CHRISTI TX TRM FLNT HIL

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

AUSTIN TX TRM FLINT HILLS RES

  

Bulk Transport

Chevron Diesel Fuel No. 2

  

LAREDO TX TRM VALERO

  

Bulk Transport

Chevron Motor Gasolines

  

FORT WORTH TX TRM CHEVRON

  

Bulk Transport

Chevron Motor Gasolines

  

BEAUMONT TX TRM EXXONMOBIL

  

Bulk Transport

Chevron Motor Gasolines

  

ABERNATHY TX TRM VALERO

  

Bulk Transport

Chevron Motor Gasolines

  

SAN ANGELO TX TRM PRIDE

  

Bulk Transport

Chevron Motor Gasolines

  

ODESSA TX TRM MAGELLAN

  

Bulk Transport

Chevron Motor Gasolines

  

CENTER TX TRM EXXONMOBIL

  

Bulk Transport

Chevron Motor Gasolines

  

BIG SANDY TX TRM CHEVRON

  

Bulk Transport

Chevron Motor Gasolines

  

PASADENA TX TRM KINDER MORGAN

  

Bulk Transport

Chevron Motor Gasolines

  

VICTORIA TX TRM CITGO

  

Bulk Transport

Chevron Motor Gasolines

  

SAN ANTONIO TX TRM FLINT HILL

  

Bulk Transport

Chevron Motor Gasolines

  

HEARNE TX TRM EXXONMOBIL

  

Bulk Transport

Chevron Motor Gasolines

  

HARLINGEN TX TRM VALERO

  

Bulk Transport

Chevron Motor Gasolines

  

CORPUS CHRISTI TX TRM FLNT HIL

  

Bulk Transport

Chevron Motor Gasolines

  

BROWNSVILLE TX TRM CITGO

  

Bulk Transport

Chevron Motor Gasolines

  

AUSTIN TX TRM FLINT HILLS RES

  

Bulk Transport

Chevron Motor Gasolines

  

GALENA PARK TX TRM CHEVRON

  

Bulk Transport

Chevron Motor Gasolines

  

CADDO MILLS TX TRM TRUMAN

  

Bulk Transport

Chevron shall have the right at any time in its absolute discretion to change any of the above delivery points. In the event of any such change, the Terminal Annual Quantities attributable to the discontinued delivery point shall be allocated to the new or changed delivery points in such proportion as Chevron may specify.

(b) Legal Transfer . Title and risk of loss shall pass to Marketer at the delivery point.

(c) Delivery into Marketer’s Vehicles . If deliveries are to be made into vehicles supplied by Marketer, Chevron shall not be required to make such deliveries into such vehicles unless they are clean and empty immediately prior to delivery and shall not be required to load or deliver quantities less than the full capacity of the vehicle, except as otherwise authorized by Chevron from time to time. Marketer shall comply with such reasonable rules and regulations as Chevron may from time to time establish regarding deliveries by Chevron into Marketer’s vehicles.

(d) Delivery into Marketer’s Storage Facilities . If deliveries are to be made into Marketer’s storage facilities, Marketer shall provide storage facilities sufficient to enable it to receive such deliveries and shall provide Chevron with unimpeded and adequate ingress thereto and egress therefrom twenty-four hours per day. Marketer shall comply with such reasonable rules and regulations as Chevron may from time to time establish regarding deliveries by Chevron into Marketer’s storage facilities.

(e) Delivery by Barge . If deliveries are to be made by barge, Marketer shall provide free wharfage at the delivery point where the barge may at all times lie safely afloat.

(f) Demurrage . Marketer shall reimburse Chevron on demand for any demurrage or other charges incurred by Chevron by reason of Marketer’s failure to unload any delivery vehicle or release the same within the time allowed therefor without demurrage or other charge even though such failure may have arisen from causes beyond the control of Marketer.

 

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(g) Orders for Delivery . Deliveries by Chevron to Marketer shall be made after reasonable notice from Marketer. All orders for delivery of petroleum products covered by this agreement shall be placed by Marketer at Chevron’s designated order point, unless Chevron gives Marketer written notice of alternate arrangements.

5. Price .

The prices that Marketer shall pay Chevron for petroleum products purchased hereunder shall be Chevron’s prices to Marketer in effect at the time and place of each delivery for the particular product, grade, quantity and type of delivery involved, as established by Chevron from time to time. Chevron shall have the right at any time without prior notice to Marketer to change any or all such prices or the method by which Chevron’s prices to Marketer are determined.

6. Payment Terms .

(a) Cash Terms . Marketer shall, except at Chevron’s option, pay Chevron cash before delivery for petroleum products purchased hereunder.

(b) Optional Credit Terms . Chevron’s affiliate, Chevron Finance Company (“CFC”), has authorized Chevron to make sales of petroleum products against the credit of CFC to Chevron Marketers that CFC approves for such credit sales. If Marketer is so approved (and continues to be so approved) by CFC and Chevron elects to make sales to Marketer under the CFC credit arrangement, then any credit extended on such sales shall be extended by CFC and Marketer shall make payments to CFC for all petroleum products purchased hereunder on credit. Marketer acknowledges the importance of payment within the terms specified when credit is extended and agrees that past due amounts shall bear interest at the rate of 18% per year or the maximum rate permitted by the state of Marketer’s residence as specified in section 20 of this agreement, whichever is less. If Marketer fails to make payment within the specified terms, such failure shall, at Chevron’s option, be deemed a breach of this entire agreement and, in addition to such other remedies as it may have, Chevron shall have thereafter the right to demand advance cash payment, to withhold deliveries until such advance payment (including payment of all amounts then outstanding for petroleum products delivered by Chevron to Marketer hereunder) is received, or to terminate this agreement. The acceptance of any payment by CFC or Chevron after the due date shall not waive any of CFC’s or Chevron’s rights hereunder nor shall such withholding of deliveries or termination of this agreement affect any obligation of Marketer hereunder. If credit is extended to Marketer by CFC or Chevron, Marketer shall furnish CFC and Chevron with such information regarding Marketer’s financial condition as CFC or Chevron may reasonably request from time to time.

(c) Change of Payment Terms . Chevron’s terms of payment are subject to change without notice at the discretion of Chevron.

7. Charge or Tax .

Any tax, duty, toll, fee, impost, charge or other exaction, or the amount equivalent thereto, and any increase thereof now or hereafter imposed, levied or assessed by any governmental authority upon, measured by, incident to or as a result of the transactions herein provided for (other than local, state and Federal net income taxes measured by the net income of Chevron from all sources), or the transportation, importation, production, manufacture, use or ownership of the goods the subject of this agreement, shall, if collectible or payable by Chevron, be paid by Marketer on demand by Chevron. Any such payments shall be in addition to the prices otherwise herein provided for. Marketer shall, at Chevron’s request, execute and deliver to Chevron such certificates or other documents as Chevron may reasonably require in order to enable Chevron to secure any tax exemption which may be available in connection with sales or deliveries hereunder.

8. Product Identity and Chevron’s Insignia .

(a) Product Quality . The petroleum products covered by this agreement shall be Chevron’s brands, grades and quality thereof, respectively, as established by Chevron from time to time for its Chevron Marketers at the time and place of delivery. Marketer shall not permit the adulteration of any petroleum products purchased hereunder.

(b) Product Identity . Except as otherwise provided in paragraph (g) of this section 8, Marketer agrees that the petroleum products purchased hereunder shall be sold by Marketer as the products of Chevron and only under the trademarks and trade names authorized for such products by Chevron. At no time shall any product not authorized by Chevron to be sold thereunder be offered for sale or sold under such trademarks and trade names. Marketer shall see that any likelihood of confusion between Chevron’s products and those of others and any likelihood of substitution or commingling of the products of others as or with those of Chevron is eliminated and shall comply with such

 

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reasonable rules and regulations in this regard as Chevron may from time to time establish. Chevron’s representatives shall have the right at any time to enter upon the premises where the petroleum products purchased hereunder are stored by or for Marketer and to take samples of such petroleum products for testing purposes, compensating Marketer (at Marketer’s cost, which for this purpose shall be based on Chevron’s price to Marketer hereunder in effect at the time such samples are taken, or, at Chevron’s option, in kind) for any products so taken.

(c) Chevron’s Insignia . Marketer recognizes Chevron’s right to use and authorize others to use all trademarks, service marks, trade names, color schemes and service station designs and other elements of Chevron’s trade dress (collectively “Chevron’s insignia”) utilized by Chevron to identify products and services or the places or outlets where they are sold or marketed. Marketer agrees not to claim any right, title or interest in Chevron’s insignia. Marketer acknowledges the need to control Marketer’s use of Chevron’s insignia in order to maintain the validity thereof and to assure the continued recognition of, acceptance by, and high regard of the motoring public and other consumers for the products and services and retail outlets identified by Chevron’s insignia. Accordingly, Marketer agrees that Chevron’s insignia shall be used only in such manner as may be approved by Chevron and that Chevron may from time to time change Chevron’s insignia and its promotional materials as it sees fit. Marketer shall not simulate in any way any of Chevron’s insignia. Marketer shall not use any of Chevron’s insignia in Marketer’s company name, nor permit such use in the name of any company in which Marketer has an interest. Marketer shall not register an Internet domain name containing Chevron’s insignia without Chevron’s prior written consent. Any domain name containing Chevron’s insignia shall be deemed to be Chevron’s insignia for purposes of this agreement. Upon termination of this agreement, Marketer shall immediately (1) discontinue any and all use of Chevron’s insignia, (2) obliterate Chevron’s insignia from all real or personal property utilized by Marketer, and (3) remove Chevron’s insignia from all telephone directory listings and any other advertising media utilized by Marketer. Marketer shall thereafter refrain from making any statements or engaging in any conduct that suggests that Marketer remains affiliated with Chevron in any way. Marketer likewise shall obliterate Chevron’s insignia from any real or personal property of Marketer before selling such property to a third party.

(d) Chevron Signs . Signs bearing Chevron’s insignia (including primary identification signs, interior-lighted price signs, pump island spanners, canopy graphics, windshield water and towel holders, and other identifications) are referred to in this section 8 as “Chevron signs” whether they are owned by Chevron, Marketer or another party. Marketer shall use Chevron signs (or permit their use by others) only (1) in connection with products manufactured or handled by Chevron, (2) in such manner as may be approved by Chevron, (3) in connection with the operation of a Chevron-approved retail outlet offering Chevron brand motor fuels for sale to the general public, and (4) in accordance with Chevron’s image standards for branded retail outlets. All trademark, service mark, copyright rights and other intellectual property rights in Chevron signs shall remain with Chevron. Marketer may not use other signs to advertise products purchased from Chevron nor place other signs on a sign pole containing a Chevron sign (except motor fuel price signs) without Chevron’s prior written consent. Marketer shall not transfer ownership or possession of any Chevron signs (or any trash valets of the design patented by Chevron) unless the transferee agrees in writing to assume all of Marketer’s obligations under this section 8 and Marketer promptly provides Chevron with a true and correct copy of such assumption agreement.

(e) Chevron’s Right to Change Brands and Discontinue Products . Chevron shall have the right at any time during the term of this agreement to change, alter or amend any of the trademarks and trade names under which the petroleum products covered by this agreement are now or may hereafter be sold. If Chevron shall at any time during the term of this agreement discontinue the marketing of any or all of the petroleum products covered by this agreement, Chevron shall be relieved of all obligation to sell or deliver such discontinued product to Marketer and, if Chevron shall market any other product in lieu of the discontinued product, this agreement shall embrace the new product and all of the terms and conditions hereof previously applicable to the discontinued product shall apply to the new product.

(f) Branding of Retail Outlets . Marketer shall not use Chevron’s insignia at, or authorize or permit their use by the operator of, any service station, cardlock facility or other retail outlet (collectively “retail outlet”) of Marketer or one of Marketer’s customers, unless Chevron in its sole discretion has approved the particular retail outlet as an acceptable outlet for Chevron’s branded products and has entered into a written agreement with Marketer authorizing the use of Chevron’s insignia at such retail outlet (“Authorization Agreement”). If such retail outlet is operated by someone other than Marketer, Chevron shall have the right to condition any Authorization Agreement on the operator entering into a written agreement with Marketer regarding the use of Chevron’s insignia on terms and conditions satisfactory to Chevron. Marketer shall keep complete and accurate records showing the monthly quantities of each petroleum product purchased hereunder supplied by Marketer during the term hereof to each retail outlet for which Chevron has entered into an Authorization Agreement with Marketer. Marketer shall also keep, or shall cause Marketer’s retailer customers to keep, complete and accurate inventory records for all motor fuels stored and sold at such retail outlets. Marketer shall submit copies of such records to Chevron as Chevron may from time to time request.

 

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(g) Disapproved Retail Outlets . If Chevron does not approve the use of Chevron’s insignia at a particular retail outlet, Marketer may, notwithstanding any other provision of this agreement, supply it, provided that Marketer shall not represent or authorize or permit any other person to represent that the petroleum products supplied are the products of Chevron or use or authorize or permit any other person to use any of Chevron’s insignia or any other identification, designation or marking of any kind at such retail outlet that would identify the retail outlet or the products sold thereat with Chevron. It is understood and agreed that petroleum products purchased hereunder and resold at such retail outlet pursuant to this paragraph (g) shall be sold under Marketer’s brands and trade names or those of Marketer’s customers, and Chevron hereby gives its consent to such rebranding of the petroleum products sold at such retail outlet. If such retail outlet is operated by someone other than Marketer, Marketer shall impose the same obligations on the operator by written agreement in a form satisfactory to Chevron. Marketer is not precluded from reselling to anyone lubricants or other petroleum products that were purchased hereunder for resale in the original sealed containers as received bearing any of Chevron’s insignia.

(h) Marketer’s Indemnity Obligations . Marketer’s indemnity obligation under section 17 of this agreement shall include, but not be limited to, any and all expense, liability and claims for damage to property (including property of Marketer), or for injury to or death of any person (including Marketer), directly or indirectly arising or alleged to arise from anything occurring from any cause on or about or in connection with the maintenance, upkeep, repair, replacement or operation of any retail outlet supplied by Marketer (other than retail outlets to which Marketer makes deliveries as Chevron’s agent pursuant to section 22 of this agreement) or anything located thereon, and the insurance to be carried by Marketer pursuant to section 18 of this agreement shall include, but not be limited to, insurance in regard to each such retail outlet (other than retail outlets to which Marketer makes deliveries as Chevron’s agent pursuant to section 22 of this agreement) of the types and in the amounts specified in section 18 of this agreement and, upon request by Chevron, Marketer shall furnish Chevron with satisfactory evidence of the maintenance of such insurance.

(i) Survival of Covenants . The covenants contained in this section 8 shall survive termination of this agreement.

9. Chevron’s Card Programs .

(a) Terms and Conditions of Card Acceptance . Chevron may, at its option, authorize Marketer or one or more of Marketer’s retailer customers to participate in Chevron’s credit card or debit card programs (collectively “Chevron’s card programs”) and accept credit cards or debit cards approved by Chevron for retail sales under Chevron’s card programs. By participating in and submitting credit card or debit card transactions to Chevron for processing under Chevron’s card programs, Marketer agrees to be bound by and honor all of the terms and conditions of the relevant programs, as established by Chevron from time to time. Chevron may now or in the future impose various service charges under Chevron’s card programs, and may refuse to process or may charge back to Marketer credit card or debit card transactions in accordance with the terms and conditions of Chevron’s card programs. Chevron reserves the right at any time to change such terms and conditions, or to terminate Chevron’s card programs or any authorization to Marketer or Marketer’s retailer customers to participate in Chevron’s card programs.

(b) Records . In order to help Chevron administer Chevron’s card programs, Marketer shall keep complete and accurate records showing the dollar amo


 
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