1. These terms and conditions apply to all deliveries by any fuel supplier (“Supplier”) on behalf of Diverse Infrastructure, LLC (“DI”) to the address(es) listed on a Purchase Order(s) (PO(s)). issued by DI.


  1. Each PO issued by DI, and these terms and conditions, supersede and control over conflicting or different terms in any other form, document, email, agreement, or verbal


  1. The price per gallon for fuel products set forth on a PO is subject to change but only in accordance with the formula contained in the applicable PO.


  1. Prices on POs exclude taxes unless otherwise indicated on the PO. DI may present the Supplier with a tax exemption certificate.


  1. All goods and services delivered under each PO shall be merchantable and fit for their intended


  1. The Supplier and DI each shall indemnify, hold harmless and defend the other party, its members, shareholders, officers, employees, parents, subsidiaries, agents, representatives, and affiliates, for claims and damages to person or property arising out of or related to the other party’s negligence, recklessness, or intentional misconduct.


  1. Supplier shall maintain in force at all times insurance with a licensed insurance company, with the following minimum coverages: (a) Worker’s compensation insurance covering Supplier’s employees in compliance with the laws of the applicable state where services are provided in amounts at or in excess of the required coverage amounts under applicable state law; and (b) commercial general liability insurance and auto liability insurance, in an amount not less than $2,000,000 per occurrence with an aggregate limit of at least $5,000,000. The Supplier shall name DI as an additional named insured under the Supplier’s commercial general liability, auto, and excess liability policies and shall provide DI with a certificate of insurance evidencing the required coverages and endorsements. The Supplier’s insurance policies shall require at least 30 days’ prior notice before cancellation, with additional insureds timely to receive copies of any cancellation


  1. There shall be no limitation of liability, except that neither party shall be liable for punitive, incidental, or consequential damages, except for a violation of paragraph 10 below.


  1. If Supplier is supplying a fuel tank(s) propane tank(s) or cylinders under a PO, the Supplier shall provide training for DI’s customer on the safe use and handling of such tanks or cylinders and shall document attendance at such training sessions and provide such documentation to DI upon request.


  1. The Supplier shall not, while this PO is in force and for one (1) year after the termination of this Agreement for any reason, directly or indirectly (i) circumvent DI by contracting with DI’s customer to provide the products or services set forth in a PO issued by DI at any address where Supplier provides such products or services for DI, or (ii) solicit or hire any of DI’s employees or independent contractors, except pursuant to a general advertisement that does not target any specific individual or entity.


  1. Neither party shall assign a PO, nor this Agreement, nor delegate or subcontract its duties under a PO in whole or in part without the other party’s prior written consent, except that no such notice or consent shall be required in the event of the sale of a party or substantially all its assets, whether by merger, purchase and sale, contribution or


  1. Supplier shall comply with all applicable


  1. Supplier shall not leave any delivery tickets or other information containing pricing with DI’s customer but rather shall within 24 hours following delivery, provide such information to DI, along with an invoice, so that DI may timely bill its Customer.


  1. Unless otherwise provided in a PO, DI may cancel the Supplier’s services at any time, for any reason, without prior notice.


  1. Supplier shall include DI’s PO number on all invoices for work performed under such PO


  1. DI may amend, modify or supplement its terms and conditions in its sole discretion, by posting any such updates at diverseinfrastructure.com/fuel-supplier-terms-and-conditions. Any such changes will take effect immediately upon publication.