Terms and Conditions

Inventory Deliveries: Delivery of product to the Buyer shall be FOB, Mother Earth Energy, Inc, 805 W 2nd Street, Chester, PA 19013, with freight paid by the Buyer, unless otherwise specified in the Purchase Order or Delivery Authorization Form. The Seller, (MOM) shall notify the Buyer promptly of any conditions affecting the date the product is to be received at the “ship to”address specified in the Delivery Authorization Form (the “Delivery Date”). This notice shall be required conditions affecting both late and early delivery. The Buyer may, at its sole option, accept or return deliveries, which vary from the specified Delivery Date or quantities. End-User Deliveries: Delivery of product to the Buyer will be specified in the Delivery Authorization Form. The success of the Buyer’s business relies on the on-time delivery of fuel. The Seller, (MOM), warrants that it will make every attempt to deliver within the window, as specified in the Delivery Authorization Form, if in the event that is not possible, prior notification will made. Rescheduling may be necessary.

A. If a delivery is going to be more than 1 hour outside of the scheduled delivery window, the Seller (MOM) will notify the Buyer before the end of the delivery window so that the delivery can be re-scheduled.

Warranties: Wherever the Buyer is purchasing product from the Seller (MOM), the Seller (MOM) warrants title to the products delivered hereunder, that it has the right to sell such products and that they are free from liens and adverse clams of every kind. The Seller (MOM) will pay all royalties and other sums due on production, processing, or handling of the products delivered, unless otherwise specified herein. The Seller (MOM) warrants that it has complied with all laws, orders, rules, regulation, or acts of any government or governmental body or authority having jurisdiction over the production, manufacture, preparation, sale, or transportation of the products delivered. The Seller (MOM) warrants that the product will be fit for its ordinary purposes, complaint with all federal, state and local specifications and standards. The Seller (MOM) warrants the biodiesel component of the product is made from feedstocks in approximately the ratio as designated in the Purchase Order. The Seller (MOM) warrants that biodiesel component of the product meets or exceeds the specifications set forth in the most current version of ASTM D6751. The Seller (MOM) warrants that the petroleum diesel component of the product meets all current applicable ASTM specifications. The Seller (MOM) warrants that the product adheres to the blend ratio (if any) delineated in the Purchase Order and the Delivery Authorization. For the sale of B100, the Seller (MOM) warrants that in a timely fashion it will deliver the paperwork necessary for the Buyer to file for the Federal Excise Tax Credit authorized under the JOBS Act and any applicable future renewals.

Safety and Health: The Seller (MOM) shall furnish to the Buyer a materials safety data sheet about the product prior to the first delivery and shall provide current and updated material safety data sheets to the Buyer during the term of the Agreement.

Payment: Payment for the product shall be made in United States dollars within 5 days, if shipped by rail, or COD for any other type of delivery. On any uncontested balance not timely paid, the Buyer agrees to pay a 1.5% monthly finance charge, with a minimum late payment charge of $10.00.

Transportation Warranties: Whenever the Seller is transporting the product to the Buyer; it will adhere to the following quality assurance steps.

a. Truck Integrity –The Seller warrants that it will use independent truck companies that have dedicated trucks, or only trucks that carry exclusively USLD or biodiesel fuel for the Seller’s (MOM) on-road deliveries. Each compartment of the truck must be checked before loading to be sure there is no residual fuel contained therein. If there is residual fuel, this must be emptied and cleaned before adding any biodiesel or diesel fuel from the Seller’s (MOM), inventory.

Insurance: The Seller (MOM) shall at all times carry and maintain in full force and effect insurance as required by applicable law, by the Buyer’s terminals to which access may be granted. The Seller (MOM) agrees to furnish the Buyer with Certificate(s) of insurance naming the Buyer as an additional insured prior to the commencement of initial delivery and to provide written notice to the Buyer in the event cancellation of insurance or any other contemplated material changes occur in the insurance coverage.

Inspection and Testing: The Buyer may at all reasonable times inspect and test the product. The Buyer may reject any product found to be defective or nonconforming, regardless of the state of its completion or the time or place of discovery of such nonconformance. Any rejected product, after it has been tested by the Seller (MOM) and agreed to have some defective or nonconforming quality, may be returned at the Seller’s sole expense. If the Buyer rejects the Seller’s product as provided in this Paragraph, the Seller (MOM), will reimburse the Buyer for any and all costs incurred by the Buyer. If the Buyer rejects the product for any other reason than stated above, the Buyer will be responsible for any and all costs incurred by the Seller (MOM).

Indemnification: The Buyer agrees to indemnify, defend and hold harmless the Seller (MOM), its officers, directors, employees, customers, subcontractors or assigns, and their respective employees, officers, directors and agents, from any and all liability, fines, causes of action, losses, claims, damages, expenses (including reasonable attorney’s fees), including liability for injury or death to persons, or for loss or damage to property arising directly or indirectly out of an act or omission, negligence, breach of warranties, or default by the Seller in relation to or performance with all laws, rules and regulation governing all highway contract carriers and all state, federal or municipal license fees, taxes or other charges now in force, or hereafter promulgated from time to time.

Term and Termination: This Agreement shall become effective upon the execution by both parties and shall remain in effect until notice of cancellation is given in writing. Either party may terminate this Agreement at any time with sixty (60) days written notice sent to the other party via facsimile or certified mail, return receipt requested a the following addresses:

Seller:         Mother Earth Energy, Inc,
                   805 W 2nd Street
                   Chester, PA 19013

Buyer:

Assignment: This Agreement cannot be assigned or brokered by either party without prior written consent.

Waiver: The waiver by either party of the breach of any provision hereof by the other party shall not be deemed to be a waiver of the breach of any other provision or provisions hereof or of any subsequent or continuing breach of such provision or provisions.

Entire Agreement: The Agreement together with the Purchase Order(s) and the Delivery Authorization(s) constitutes the entire agreement between the parties. No promises, agreements or warranties additional to this Agreement shall be deemed a part thereof, nor shall any alteration or amendment of this Agreement be effective without the express written agreement of both parties.

Arbitration: Should any controversy, claim, dispute or difference arise between the parties hereunder, out of or relating to this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, then each and every such controversy, claim, dispute or difference shall be submitted and settled exclusively by arbitration in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association, conducted in Chester, Pennsylvania. Judgment upon the award rendered by the arbitrator or arbitrators shall be final and may be entered in any court of competent jurisdiction. In the event, a matter cannot be resolved by arbitration the action can be brought to litigation in the jurisdiction listed in this Agreement.

Governing Law/Jurisdiction: All actions between the parties shall be brought in the state or federal courts in the Commonwealth of Pennsylvania; the parties consent to jurisdiction therein and agree that Pennsylvania law will govern, without regard to any conflict of law provisions.

Authorized to Sign: The signing party warrants and represents that he or she understands the contents of this Agreement and is authorized to accept the Terms and Conditions and bind his orher Company.

Seller