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General Terms and Conditions for the Purchase of Goods and Services

  1. Applicability.
    1. These terms and conditions (these "Terms") apply to the purchase of food, fuel, goods, ingredients, packaging, components, equipment and parts ("Goods") and any services ("Services") by Casey’s General Stores, Inc. and/or its affiliates ("Casey's") from the supplier or vendor named on any purchase order, statement of work, agreement or similar document (the "PO") or ("SOW"), these Terms, any individually negotiated and executed written agreement between the parties including any duly executed amendments or incorporated signed writings including a statement of work, work order, Change Order (as defined in Section 9 below) or similar writing (an " Agreement") along with the Casey’s Supplier Handbook ("the Handbook") and the Casey’s Supplier Code of Conduct (the "Code") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties and communications, both written and oral. In the event of any conflict between these Terms, the terms and conditions incorporated into a Casey’s PO and/or a written Agreement between the parties, the Handbook and/or the Code, the order of precedence is: (1) the Agreement; (2) the terms and conditions incorporated into the PO; (3) the Handbook; (4) the Code; and (5) these Terms. Without limitation of the foregoing, any additional, contrary or different terms contained in any of Supplier’s invoices or other communications, and any other attempt to modify, supersede, supplement or otherwise alter the terms and conditions of any Agreement or PO between the parties or the Handbook, Code or these Terms, are deemed rejected by Casey’s and will not modify or be binding upon Casey’s unless, and to the extent, such terms have been fully approved in a subsequent writing signed by an authorized representative of both Casey’s and Supplier. The Terms, the Handbook and the Code are subject to changes from time to time without prior written notice in Casey’s sole discretion. Delivery of Goods and/or Services to Casey’s, constitutes acceptance of these Terms. In the absence of an Agreement or PO between the parties, these Terms shall govern the relationship of the parties.
  2. Delivery of Goods and Performance of Services.
    1. Supplier shall deliver the Goods in the quantities and on the timeline specified in the PO, SOW, Agreement or as otherwise agreed in writing by the parties (the "Delivery Date"). If Supplier fails to deliver the Goods in full on the Delivery Date, Casey’s may immediately terminate the PO or the Agreement by providing written notice to Supplier, and Supplier shall indemnify Casey’s against any losses, claims, damages and reasonable costs and expenses directly attributable to Supplier's failure to deliver the Goods on the Delivery Date. Casey’s has the right to return any Goods delivered prior to the Delivery Date at Supplier's expense, and Supplier shall redeliver such Goods on the Delivery Date.
    2. Supplier shall deliver all Goods to the address specified in the PO or the Agreement (the "Delivery Point") during Casey's normal business hours or as otherwise instructed by Casey’s. Supplier shall pack all Goods for shipment according to Casey's instructions or, if there are no instructions, in a manner sufficient to ensure the Goods are delivered in undamaged condition. Supplier must provide Casey’s prior written notice if Supplier requires Casey’s to return any packaging material. Any return of such packaging material shall be made at Supplier's cost and risk of loss and expense.
    3. c. Supplier shall provide the Services to Casey’s during Casey's normal business hours or as specified in the PO or the Agreement.
    4. d. Supplier acknowledges that time is of the essence with respect to Supplier's obligations hereunder and the timely delivery of the Goods and/or Services.
  3. Quantity. If Supplier delivers more than the quantity of Goods ordered, Casey’s may reject all or any excess Goods. Any such rejected Goods shall be returned to Supplier at Supplier's sole risk and expense. If Casey’s does not reject the Goods and instead accepts delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis. Notwithstanding anything contained in a PO or an Agreement, Casey’s is not obligated to purchase any minimum quantities of Goods or Services from Supplier under these Terms. Any quantities of Goods or amounts or kinds of Services cited in, or pursuant to, these Terms, except for quantities, amounts or kinds cited in a PO or an Agreement as firm, are preliminary and non-binding only. Casey’s makes no representation or warranty as to the quantity of Goods or the amount or types of Services that Casey’s may purchase.ase.
  1. Title and Risk of Loss. Title and risk of loss passes to Casey’s upon delivery of the Goods at the Delivery Point.
  2. Inspection and Rejection of Nonconforming Goods and/or Services. Casey’s shall have the right to inspect the Goods on or after the Delivery Date and the Services upon completion. Casey’s, at its sole option, may inspect all, or a sample, of the Goods or Services, and may reject all or any portion of the Goods or Services if Casey’s, in its sole discretion, determines the Goods or Services are nonconforming or defective. If Casey’s rejects any portion of the Goods or Services, Casey’s has the right, effective upon written notice to Supplier, to: (a) accept the Goods or Services at a reduced price agreed to by the parties in a signed writing or (b) reject the Goods or Services and require replacement of the rejected Goods or Services. If Casey’s requires replacement of the Goods or Services, Supplier shall, at its expense, promptly replace the nonconforming or defective Goods or redo the Services and pay for all related expenses including, but not limited to, transportation charges for the return of the defective Goods, costs of disposing of the Goods (if disposed of by Casey’s), the cost and delivery of replacement Goods and/or the cost of redoing the Services. If Supplier fails to timely deliver replacement Goods or redo the Services to Casey’s liking, Casey’s may replace the Goods and/or have the Services redone with goods and/or services from a third party of Casey’s choosing in Casey’s sole discretion and charge Supplier the cost thereof. Any initial inspection or other action by Casey’s shall not reduce or otherwise affect Supplier's obligations under these Terms, and Casey’s shall have the right to conduct further inspections of any Goods or Services after Supplier has carried out its remedial actions.
  3. Price. The price of the Goods and Services is the price stated in the PO or the Agreement (the "Price"). If no price is included in the PO or Agreement, the Price shall be the price set out in Supplier's published price list in force as of the date of the PO or Agreement. Unless otherwise specified in the PO or Agreement, the Price includes all packaging, transportation costs, insurance, regulatory or permitting fees and applicable taxes. No increase in Price is effective, without the prior written agreement of Casey’s.
  4. Payment Terms. Supplier shall issue an invoice to Casey’s upon, or any time after the completion of, delivery and only in accordance with the PO or the Agreement or these Terms. Casey’s shall pay all properly invoiced amounts due to Supplier within the specified time frame on the PO or in the Agreement, except for any amounts disputed by Casey’s in good faith. Without prejudice to any other right or remedy it may have, Casey’s reserves the right to set off at any time any amount owed to Casey’s by Supplier, against any amount owed and payable by Casey’s to Supplier. In the event of a payment dispute, Casey’s shall deliver a written statement to Supplier no later than ten (10) days prior to the date payment is due on the disputed invoice, listing all disputed amounts. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under the PO, any Agreement or these Terms notwithstanding any such dispute. Supplier shall invoice Casey’s via an electronic transaction portal, as directed by Casey’s, and Supplier shall be able to accept payment by electronic method, as directed by Casey’s.
  5. Supplier's Obligations Regarding Delivery of Goods and Services. Supplier shall at all times while doing business with Casey’s:
    1. maintain all necessary licenses, permits and consents and comply with all relevant laws applicable to the provision of the Goods and/or Services;
    2. comply with all rules, regulations and policies of Casey’s including security procedures concerning computer systems and data and remote access thereto, building security procedures, general health and safety practices and procedures, the Handbook and the Code;
    3. maintain complete and accurate records relating to the provision of the Goods and/or Services under these Terms including records of the time spent and materials used by Supplier in providing the Goods and/or Services. At any time while Supplier is providing Casey’s with Goods and/or Services, upon Casey’s advance written request, Supplier shall allow Casey’s to audit, inspect and make copies of such relevant records and interview Supplier personnel in connection with the provision of the Goods and Services at the Supplier’s location or such other locations as specified by Casey’s in its sole discretion;
    4. remain fully responsible for the performance of each of its employees ("Employees") and each such subcontractor and each subcontractor’s employees ("Subcontractors") and for their Employees’ and Subcontractors’, compliance with all of the terms and conditions of any relevant PO and/or Agreement, along with the Handbook, the Code and these Terms, as if the Subcontractors were Supplier's Employees. Nothing contained in this Agreement shall create any contractual relationship between Casey’s and any Subcontractor;
    5. require each Subcontractor to be bound in writing by the confidentiality provisions of any PO, Agreement or these Terms; and
    6. ensure that all persons, whether Employees, agents, Subcontractors, or anyone acting for, or on behalf of, the Supplier or a Subcontractor, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, trained, experienced, and qualified to perform the Services or manufacture or deliver the Goods.
  6. Change Orders. Casey’s may at any time, by written instructions, specifications and/or drawings issued to Supplier (each a "Change Order"), order changes to the Goods and/or Services. Supplier shall within ten (10) days of receipt of a Change Order, submit to Casey’s a firm cost proposal for the Change Order. If Casey’s accepts such cost proposal, Supplier shall proceed with the changed Goods and/or Services subject to the cost proposal, the Change Order and these Terms. Notwithstanding the forgoing, Supplier acknowledges a Change Order may or may not entitle Supplier to an adjustment in the Supplier's compensation or the performance deadlines of the Services or delivery of the Goods.
  7. Warranties.
    1. Supplier warrants to Casey’s that all Goods will: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications set forth in Exhibit A; (iii) be fit for their intended purpose and operate as intended, (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party's patent or other intellectual property rights;
    2. Supplier warrants to Casey’s that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms; and
    3. Supplier acknowledges the warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or in equity. Any applicable statute of limitations runs from the date of Casey's discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Casey’s gives Supplier notice of noncompliance, Supplier shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Goods and pay for all related expenses including, but not limited to, transportation charges for the return or disposal of the defective or nonconforming Goods to Supplier and the delivery of repaired or replacement Goods to Casey’s, and, if applicable, (ii) repair or re-performance of the applicable Services. These warranties survive any delivery, inspection, acceptance of or payment for the Goods by Casey’s.
  1. General Indemnification. Supplier shall defend, indemnify and hold harmless Casey’s and Casey’s parent company, Casey’s subsidiaries, affiliates, successors or assigns and Casey’s and its affiliates respective directors, officers, shareholders and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of, or occurring in connection with, the Goods and Services purchased from Supplier or Supplier's negligence, willful misconduct or breach of any PO, Agreement or these Terms. Supplier shall not enter into any settlement agreement with a third party without Casey’s prior written consent.
  2. Intellectual Property Indemnification. Supplier shall, at its expense, defend, indemnify and hold harmless Casey’s and any Indemnitee against any and all Losses arising out of, or in connection with, any claim that Casey’s or Indemnitee's use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right(s) of any third party. In no event shall Supplier enter into any settlement agreement with a third party without Casey's or Indemnitee's prior written consent.
  3. Insurance. Without limiting Supplier’s other obligations hereunder, at all times while providing Goods or Services to Casey’s, Supplier shall maintain, at Supplier’s sole cost and expense: (a) Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000.00) combined single limit and combined bodily injury and property damage per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate; (b) Commercial Automobile Liability Insurance providing coverage for owned, hired and non-owned motor vehicles used in connection with any Goods or Services provided to Casey’s in an amount of not less than One Million Dollars ($1,000,000.00) per accident combined single limit for bodily injury and property damage; (c) Worker’s Compensation and Employers Liability Insurance within statutory limits as required by the state(s) in which the Goods are manufactured or the Services are to be performed; (d) Umbrella Liability providing excess liability coverage in the minimum amount of Five Million Dollars ($5,000,000.00) per occurrence, to supplement the primary coverage provided in the policies listed above, and (e) any additional insurance requirements as required by Casey’s or a specific court order, regulation or treatise. All Supplier insurance coverage shall be primary. Upon request, Supplier shall promptly furnish Casey’s with a Certificate of Insurance ("COI") evidencing the coverages set forth above and naming Casey’s as an “Additional Insured.” If Supplier fails to furnish the COI or to maintain the required insurance coverages at all times while conducting business with Casey’s, Casey’s may immediately terminate any PO and/or Agreement, and Supplier must reimburse Casey’s for any and all losses (financial or otherwise) resulting from Supplier’s failure to have the insurance required hereunder.
  4. Compliance with Law. Supplier shall comply with all applicable laws, regulations and ordinances. Supplier shall maintain in effect all the licenses, permissions, authorizations, consents and permits required to carry out Supplier’s obligations under any PO, Agreement or these Terms.
  5. Limitation of Damages. In no event shall Casey’s be liable for any punitive, special, incidental or consequential damages of any kind (including but not limited to loss of profits, business revenues, business interruption and the like), arising from or relating to the relationship between Supplier and Casey’s including all prior dealings and agreements, or the conduct of business under, or breach of any current or past PO or Agreement or Casey's cancellation of any PO or Agreement or the termination of business relations with Supplier, regardless of whether the claim under which such damages are sought is based upon breach of warranty, breach of contract, negligence, tort, strict liability, statute, regulation or any other legal theory or law, even if Casey’s has been advised by Supplier of the possibility of such damages.
  6. Termination. In addition to any remedies that may be provided under these Terms, Casey’s may terminate any PO, Agreement or Supplier relationship with immediate effect, upon written notice to the Supplier, either before or after the acceptance of the Goods or the Supplier's delivery of the Services, if Supplier has not performed or complied with any of these Terms, in whole or in part. If Casey’s terminates a PO, an Agreement or these Terms for any reason, Supplier's sole and exclusive remedy is payment for conforming Goods and Services received and accepted by Casey’s prior to Casey’s notice of termination.
  7. Waiver. No waiver by Casey’s of any of the provisions of any PO, Agreement or these Terms is effective unless explicitly set forth in writing and signed by Casey’s. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from any PO, Agreement or these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  8. Confidential Information. Both Casey’s and Supplier acknowledge that from time to time either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") Confidential Information of the other party. As used herein, ("Confidential Information") means all information (whether oral, observed, or written) that is marked, treated or should reasonably be identified as Confidential Information by the other party including, but not limited to, information about either parties’ business affairs; Goods; processes; Services; forecasts; research and development; organizational charts; employees; job descriptions; training; supply chain; development plans; IT systems; manufacturing locations; subcontractors; advertising plants; promotions or sweepstakes; quality control processes; sales persons, systems or forecasts; marketing efforts; economic information; business plans; strategy; designs; formulations; recipes; specifications; manufacturing processes; equipment; engineering data and materials comprising or relating to intellectual property rights; trade secrets; third-party proprietary information; and other sensitive or proprietary information up to and including the existence and content of any PO and any and all Agreements between the parties. Each party shall protect the Confidential Information of the other party with the same degree of care that it uses in protecting its own Confidential Information, but not less than reasonable care. Except as otherwise agreed to in writing by the other party, neither party shall disclose any Confidential Information to any person except to its employees who have a need to know and have obligations with respect to the Confidential Information that are consistent with the confidentiality obligations of the PO, the Agreement or these Terms. Confidential Information will remain the property of the Disclosing Party and shall only be used for the benefit of the Disclosing Party. Confidential Information does not include information which: (i) is already in the public domain or becomes available in the public domain through no fault of the Receiving Party; (ii) can conclusively be proven to have been in the Receiving Party’s possession prior to being provided by, and other than receipt from, the Disclosing Party; (iii) is received from a third-party whom the Receiving Party believes was free to disclose the information without breach of a legal, contractual, fiduciary or other obligation to maintain confidentiality; or (iv) is required to be disclosed by any applicable law or judicial process, provided that the Receiving Party shall notify the Disclosing Party ahead of such anticipated disclosure with reasonable time to allow the Disclosing Party to contest or limit such disclosure. Both parties shall return all Confidential Information contained in a tangible form upon termination of its relationship, or at an earlier time at the other party’s request.
  1. Publicity or Use of Name.Supplier shall not make or authorize any news release, advertisement, or other disclosure that relates to a PO or any Agreement or the relationship between Casey’s and Supplier, confirm the existence of a PO or any Agreement or make use of Casey’s name, logo or goodwill without the prior written consent and approval of Casey’s.
  2. Force Majeure. . Except to the extent otherwise provided herein, no liability shall result to either party under a PO, an Agreement or these Terms for default, delay in performance or for non-performance of its obligations to the extent that performance is prevented, interrupted or delayed directly or indirectly by act of God (fire, flood, or other natural disaster), war, embargo, global pandemics, events of terrorism, industrial action, acts of government, or other cause, which is beyond the reasonable control of the party (each, a "Force Majeure Event"). Supplier's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions or Supplier actions, or contract disputes will not excuse performance by Supplier under this Section 20. Supplier shall give Casey’s prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Supplier shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under any PO, Agreement or these Terms at the conclusion of a Force Majeure Event. In addition to its other rights under a PO, Agreement, these Terms or applicable law, Casey’s may, at its option: (1) purchase substitute Goods and/or Services from other sources, and require Supplier to reimburse Casey’s for any additional costs to Casey’s of obtaining the substitute Goods or Services compared to the Prices for such Goods or Services under any PO, Agreement or these Terms; or (2) require Supplier to provide Goods and/or Services from other suppliers in quantities, and at a time, requested by Casey’s and at the Prices for the Goods and/or Services agreed to in a PO, Agreement or these Terms hereunder. The rights granted to Supplier with respect to excused delays under these Terms are intended to limit Supplier's rights under theories of force majeure, commercial impracticability, impracticability, or impossibility of performance or failure of presupposed conditions or otherwise including any rights arising under applicable law. Notwithstanding anything contained in these Terms to the contrary, Casey’s may terminate any PO, Agreement or any relationship with Supplier for Supplier’s default, in accordance with the termination provisions of a PO, an Agreement or these Terms, in the event of a Force Majeure Event affecting the Supplier's performance for more than thirty (30) calendar days.
  3. Assignment. These Terms are binding upon, and will inure to the benefit of, each party and its respective successors and assigns. Notwithstanding the foregoing, Supplier may not assign, transfer or pledge its duties, privileges, rights and obligations hereunder, in whole or in part, directly or indirectly, voluntarily or involuntarily, without Casey’s prior written consent. Any assignment in violation of this provision will be null and void.
  4. Relationship of the Parties. Nothing in any PO, Agreement or these Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Supplier is an independent contractor. Neither party has any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other party, or to bind the other party to any contract, agreement or undertaking with any third party.
  5. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to, or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  6. Governing Law. These Terms and any dispute arising out of, relating to, or associated with these Terms or performance hereunder will be governed by and interpreted in accordance with the laws of the State of Iowa as effective and in force at the time of the delivery of the Goods and/or Services or at the time of a dispute. With respect to such matters, Supplier including its Subcontractors and Casey’s agree to the exclusive venue and jurisdiction of the U.S. District Court for the Southern District of Iowa or the Iowa State Courts in Polk County, Iowa.
  7. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the PO, Agreement or to such other address that may be designated by the receiving party in writing. To the extent Notice provisions are absent from a PO or Agreement, Supplier’s shall send Notices to Casey’s at: Casey’s Legal Department, 1 SE Convenience Blvd, Ankeny, Iowa, 50021. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in a PO or an Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 25.
  8. Severability. If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction.
  9. Survival. All liability, indemnification obligations, confidentiality obligations, and any other provisions, which by their nature would be deemed to survive, shall survive the expiration or earlier termination of these Terms.
  10. Amendment and Modification. No change to these Terms by Supplier is binding upon Casey’s unless it is in writing, specifically states that it amends these Terms and is signed by an authorized representative of Casey’s.
  11. Captions. The captions, headings and section numbers appearing in these Terms have been inserted as a matter of convenience and for reference only, and in no way define, limit or enlarge the scope or meaning of these Terms or any provision hereof.

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