Standard Purchase Terms and Conditions

LOVE’S TRAVEL STOPS & COUNTRY STORES, INC. - STANDARD PURCHASE TERMS AND CONDITIONS

1. DEFINITIONS.

“Buyer” means the entity issuing the Order, and any successors, or assigns thereof. “Seller” means the person, firm, or company to whom the order is addressed. “Materials” means all the products and/or services (as applicable) to be supplied by Seller under the Order. “Order” means the purchase order issued by Buyer for the supply of Materials, which may be an oral communication or a written or electronic document, and may also include particular shipping instructions and/or other specifications required by Buyer.

2. APPLICABLE CONTRACT PROVISIONS.

These terms and conditions, together with the Order, constitute an offer by Buyer to purchase the Materials from Seller pursuant to the terms and conditions set forth herein. Except as specified in the Order, this offer is not an acceptance or a confirmation of any previous offer or proposal from Seller, and these terms and conditions shall be deemed a rejection and counteroffer with respect to any previous offer or proposal from Seller. This offer shall become an “Agreement” upon acceptance of the Order by Seller. Seller shall be deemed to have accepted this offer and the Order by commencement of performance called for in the Order, by delivery of the Materials to Buyer, by written acceptance or confirmation of these terms and conditions, or by any other act or communication constituting legal acceptance, regardless of whether any such acceptance or confirmation purports to state terms additional to or different from those stated herein. Buyer hereby expressly objects to and rejects any such additional or different provisions, and none of such provisions shall be deemed to be a part of this Agreement unless specifically accepted in writing by Buyer.

3. SALE AND PURCHASE OF MATERIALS.

Seller agrees to sell, transfer, deliver, and/or provide (as applicable) the Materials to Buyer for the purchase price set forth in the Order, subject to all the covenants, terms, and conditions hereof. Buyer agrees to purchase the Materials, subject to all of the covenants, terms, and conditions hereof, and to pay Seller the purchase price set forth in the Order. Any lack of clarity in drawings, specifications, or requirements must be referred to the Buyer for written confirmation before the Order is processed. Buyer reserves the right at any time to modify the Order upon notice to Seller thereof, and upon such notice Buyer and Seller shall negotiate a proportionate adjustment to the purchase price and the time of performance. Seller shall obtain a purchase order number from Buyer for any and all purchase orders of good or services, and Seller shall clearly reference such purchase order number in the applicable invoices. Buyer may reject any invoice that does not reference the corresponding purchase order number.

4. TERMS OF PAYMENT.

Materials shipped or provided pursuant to this Agreement shall be invoiced at the price set forth in the Order. Unless otherwise specified on the Order, payment of the purchase price shall be due as stated in the Order. Seller shall provide Buyer with all early payment discount options offered by Seller and Buyer may avail itself of any such discount, at its discretion. The purchase price for the Materials shall include all taxes, customs duties, customs fees, or other governmental charges due with respect to the Materials, unless otherwise stated in the Order. Buyer shall pay any taxes applicable to the Materials which Buyer is obligated to pay pursuant to applicable laws, provided that, upon request from Buyer, Seller shall provide Buyer with documentation satisfactory to Buyer that establishes such obligation. Seller shall be responsible for all shipping and insurance costs including, without limitation, packing, crating, cartage, and freight costs. Buyer reserves the right to set off any amounts owed by Seller to Buyer or any of its affiliates against any amounts payable by Buyer under this Agreement.

5. CANCELLATION.

Time is of the essence of this Agreement. In addition to any other rights provided hereunder, Buyer reserves the right to cancel the Order, or any portion thereof, without liability if: (i) delivery is not made when and as specified in the Order; (ii) Seller fails to meet the requirements of the Order as to exact time, price, or quantity; (iii) Seller ceases to conduct the operation of its business; (iv) Seller is unable to satisfy its obligations and liabilities as they mature; (v) proceedings are instituted against Seller under the bankruptcy laws or any other similar laws; (vi) a receiver is appointed or applied for by Seller; and (vii) any assignment is made by Seller for the benefit of creditors.

6. SHIPMENT AND ACCEPTANCE.

Seller shall deliver the Materials (as applicable) F.O.B. to the place designated for shipment by Buyer in the Order. Seller shall follow any shipping instructions provided by Buyer, which may include electronic delivery, and shall properly and carefully package the Materials for shipment. Seller will promptly supply and distribute the Materials to the destinations as directed by Buyer. Seller shall ensure processing and delivery of ordered Materials to Buyer’s retail stores consistent with any parameters determined by Buyer and, in any event, in an accurate, timely, safe and efficient manner, during Buyer's regular delivery hours. Any loss or damage, whenever occurring, resulting from Seller’s improper packaging or crating shall be the responsibility of Seller. Notwithstanding anything to the contrary herein, title to and risk of loss with respect to the Materials shall pass to Buyer only upon actual receipt and acceptance of the Materials by Buyer, and any rightful rejection of the Materials by Buyer shall immediately shift the risk of loss of such Materials, wherever located, to Seller. Notwithstanding anything to the contrary herein, any Materials consisting of software shall be delivered to Buyer electronically and pursuant to any other instructions made by Buyer with respect thereto.

Upon actual receipt of the Materials by Buyer, Buyer shall have a reasonable amount of time to inspect the Materials for conformance with the Order and the specifications contained therein. Buyer shall not be deemed to have accepted any Materials until Buyer has performed such inspection. Seller acknowledges that Buyer may inspect any commercial lot of the Materials consisting of multiple units of the same product by inspecting a reasonable sample of such units, and that Buyer may later reject acceptance of other units included in such lot which Buyer later determines to be defective. Upon any rejection of acceptance of Materials by Buyer, Seller shall promptly replace or correct, at Buyer’s option, any unsatisfactory units at Seller’s expense including, without limitation, any shipping costs.

7. WARRANTIES.

Seller hereby warrants to Buyer that, in addition to any and all other express and implied warranties under the Uniform Commercial Code in effect in the State of Oklahoma as of the date of the Order, the Materials (i) shall be provided in a professional and workmanlike manner, and in accordance with the highest commercial standards and best practices of Seller’s respective industry, (ii) shall be free from defects in materials and workmanship, and shall be merchantable and fit for their particular purpose; (iii) shall conform to and perform in accordance with all specifications, drawings, samples, and other requirements referred to in the Order and provided by Seller; (iv) when shipped shall be free from all liens, security interests, and encumbrances of any nature; and (v) shall be manufactured, produced, labeled, furnished, and delivered to Buyer in full compliance with all applicable laws and regulations.

Each party represents and warrants to the other that: (i) it has, and will maintain at all times during the duration of this Agreement, all material federal, state and local governmental permits and licenses required in order to conduct its business as contemplated hereunder; (ii) it is duly organized and validly existing under the laws of the state of its organization and in good standing in each jurisdiction where necessary to perform this Agreement; (iii) it has full legal right, power and authority to enter into and perform this Agreement and the person or persons executing this Agreement and the documents executed and delivered in connection herewith, as applicable, have been duly authorized to do so; (iv) the execution, delivery and performance of this Agreement and the documents executed and delivered in connection herewith, as applicable, do not conflict with, violate, or constitute a default under any other contracts, agreements or undertakings to which it is a party or by which it is bound.

8. DEFAULT BY SELLER; REMEDIES.

Seller shall be deemed to be in default under this Agreement if it violates any of the terms hereof or fails to timely perform any of its covenants, duties, or obligations hereunder, and such failure continues for ten (10) days following receipt of notice thereof from Buyer. Upon a default by Seller, in addition to any and all remedies that may be available at law or in equity, Buyer may (i) reject acceptance of any or all of the Materials, regardless of whether such Materials are defective; and/or (ii) terminate this Agreement without any obligation whatsoever with any Materials not delivered to Buyer prior to the date of such termination. The exercise by Buyer of any one remedy shall not be deemed to be an election not to pursue any additional available remedy.

9. INDEMNITY.

Seller shall indemnify, defend, and hold Buyer and its commonly owned and controlled affiliates harmless from and against any and all claims, actions, liabilities, costs, losses, damages, and other expenses (including, without limitation, reasonable legal fees) (collectively, “Claims”) suffered or incurred by Buyer arising from or in connection with Seller’s performance of or breach of any of its obligations hereunder.

10. INSURANCE.

During the entire term of this Agreement, Seller shall maintain in effect, at Seller’s own expense, at least the following insurance coverages: (i) commercial general liability (including product liability and completed operations liability) in a coverage amount not less than $3,000,000 per occurrence; (ii) automobile liability with a minimum combined single limit of $1,000,000 per occurrence; (iii) worker’s compensation in a coverage amount not less than the applicable statutory minimum requirement; and (iv) employer’s liability in a coverage amount of not less than $1,000,000. Such policies shall (a) name Buyer and its affiliates as additional insureds (except for the WC insurance coverage), (b) include a waiver of subrogation in favor of Buyer and its affiliates, and (iii) be primary over any other insurance available to Buyer or any self-insurance program of Buyer. Seller shall provide to Buyer a Certificate of Insurance upon execution of this Agreement and upon further request of Buyer.

11. MISCELLANEOUS.

Seller shall furnish, at Seller’s expense, all labor, materials, equipment, transportation, facilities, and other items that are necessary to meet the Order requirements. Seller shall immediately notify Buyer if Seller has knowledge of an actual or potential delay to the timely performance of the Order.

Seller may not assign or subcontract any of its rights or obligations under this Agreement, in whole or in part, without Buyer’s prior written consent. Seller shall be responsible for the performance or non-performance of any subcontractor (regardless of Buyer’s approval thereof) and shall indemnify, defend, and hold Buyer and its commonly owned and controlled affiliates harmless from and against all Claims arising from any subcontractor’s acts or omissions.

If any provision of this Agreement is held to be void or unenforceable, such provision will be modified by court order or mutual agreement of the parties so as to conform as nearly as possible to the void or unenforceable provision while still remaining valid and enforceable, and the remaining terms of this Agreement shall not be affected.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without reference to any conflicts of law principles. Each party irrevocably and unconditionally agrees that it shall not commence any action, litigation, or proceeding of any kind whatsoever against the other in any way arising from or related to this Agreement in any forum other than the state or federal court of competent jurisdiction sitting in Oklahoma County, Oklahoma.

All information, drawings, material, goods, equipment, apparatus, or documents disclosed or delivered to Seller by Buyer or arising from work or services done on behalf of Buyer which work or services are custom to Buyer, and all knowledge of any business relationship between Seller and Buyer, shall be treated by Seller as confidential, proprietary information of Buyer and shall not be disclosed or made available to any third parties by Seller without Buyer’s prior written consent. Seller shall not use any of such information, drawings, material, goods, equipment, apparatus, or documents for the manufacture or production of products or components for any other party or for Seller. The obligation of Seller in this paragraph shall not apply to any information, drawings, material, goods, equipment, apparatus, or documents which Seller establishes (i) is already known to Seller at the time of disclosure by Buyer, (ii) is or subsequently becomes available to the public through no fault of Seller, or (iii) is disclosed to Seller by a third party who is not then subject to similar confidentiality obligations.

Buyer and Seller acknowledge that they are each independent parties and neither shall be deemed an agent, representative, or joint-venturer of the other, or have the authority to bind the other in any manner.

This Agreement, along with the Order, shall constitute the complete understanding of the agreement between Seller and Buyer with respect to the subject matter hereof and supersedes any prior written or oral understandings or agreements with regard thereto. No purported amendment, modification, or waiver of any provision of this Agreement shall be binding on Buyer unless set forth in a written document signed by an authorized representative of Buyer. Any waiver of or failure to enforce a specific provision of this Agreement shall be limited to the circumstance or event specifically referenced in a written waiver document, and shall not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon recurrence thereof.