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”)
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County
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State
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Atascosa
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Texas
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Bexar
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Texas
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Brazoria
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Texas
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Cameron
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Texas
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Castro
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Texas
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Crockett
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Texas
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Ector
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Texas
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Fayette
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Texas
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Fort
Bend
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Texas
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Gaines
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Texas
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Galveston
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Texas
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Gonzales
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Texas
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Harris
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Texas
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Henderson
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Texas
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Hidalgo
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Texas
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Hockley
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Texas
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Howard
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Texas
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Irion
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Texas
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Liberty
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Texas
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Medina
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Texas
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Midland
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Texas
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Montgomery
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Texas
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Nueces
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Texas
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Polk
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Texas
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Reagan
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Texas
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Reeves
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Texas
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San
Patricio
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Texas
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Sutton
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Texas
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Tarrant
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Texas
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Tom
Green
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Texas
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Travis
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Texas
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Val
Verde
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Texas
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Walker
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Texas
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Waller
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Texas
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Williamson
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Texas
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Winkler
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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
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Delivery Point
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Type of Delivery
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Chevron Diesel
Fuel No. 2
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FORT WORTH TX
TRM CHEVRON
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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GALENA PARK TX
TRM CHEVRON
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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BROWNSVILLE TX
TRM CITGO
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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HARLINGEN TX
TRM VALERO
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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SAN ANTONIO TX
TRM FLINT HILL
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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PASADENA TX TRM
KINDER MORGAN
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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ODESSA TX TRM
MAGELLAN
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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BEAUMONT TX TRM
EXXONMOBIL
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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CENTER TX TRM
EXXONMOBIL
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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VICTORIA TX TRM
CITGO
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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HEARNE TX TRM
EXXONMOBIL
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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CORPUS CHRISTI
TX TRM FLNT HIL
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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AUSTIN TX TRM
FLINT HILLS RES
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Bulk
Transport
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Chevron Diesel
Fuel No. 2
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LAREDO TX TRM
VALERO
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Bulk
Transport
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Chevron Motor
Gasolines
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FORT WORTH TX
TRM CHEVRON
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Bulk
Transport
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Chevron Motor
Gasolines
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BEAUMONT TX TRM
EXXONMOBIL
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Bulk
Transport
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Chevron Motor
Gasolines
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ABERNATHY TX
TRM VALERO
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Bulk
Transport
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Chevron Motor
Gasolines
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SAN ANGELO TX
TRM PRIDE
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Bulk
Transport
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Chevron Motor
Gasolines
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ODESSA TX TRM
MAGELLAN
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Bulk
Transport
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Chevron Motor
Gasolines
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CENTER TX TRM
EXXONMOBIL
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Bulk
Transport
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Chevron Motor
Gasolines
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BIG SANDY TX
TRM CHEVRON
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Bulk
Transport
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Chevron Motor
Gasolines
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PASADENA TX TRM
KINDER MORGAN
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Bulk
Transport
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Chevron Motor
Gasolines
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VICTORIA TX TRM
CITGO
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Bulk
Transport
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Chevron Motor
Gasolines
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SAN ANTONIO TX
TRM FLINT HILL
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Bulk
Transport
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Chevron Motor
Gasolines
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HEARNE TX TRM
EXXONMOBIL
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Bulk
Transport
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Chevron Motor
Gasolines
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HARLINGEN TX
TRM VALERO
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Bulk
Transport
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Chevron Motor
Gasolines
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CORPUS CHRISTI
TX TRM FLNT HIL
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Bulk
Transport
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Chevron Motor
Gasolines
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BROWNSVILLE TX
TRM CITGO
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Bulk
Transport
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Chevron Motor
Gasolines
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AUSTIN TX TRM
FLINT HILLS RES
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Bulk
Transport
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Chevron Motor
Gasolines
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GALENA PARK TX
TRM CHEVRON
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Bulk
Transport
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Chevron Motor
Gasolines
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CADDO MILLS TX
TRM TRUMAN
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Bulk
Transport
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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
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