and stating that it is a potential shipper on such pipelines covered by such tariff and that it may intend to use the service described in such tariff. scope of this Agreement does not include any crude oil from any Unless otherwise specified in the Special Provisions of this Agreement, Buyer agrees to make payment against Sellers invoice for the crude oil purchased hereunder to a bank designated by Seller in U.S. dollars by telegraphic transfer in Quality and volume will be based on General Terms. is one year starting from April1, 2012 (the Initial party that delivered the lesser volume during the Imbalance Month (the Underdelivering Party) shall deliver to the other party a volume of crude oil equal to the difference between (3) Settlement Amount. Buyer an open credit line of one hundred thirty million dollars Buyers cost, by 1300 hours (New York, NY time) on the second equivalent amounts (Gallup Cost Increase) for assumed equivalent increased costs in the Western Pipeline tariffs for movements from Bisti to the Gallup Refinery. ** business days of receipt of such invoice. NNOGC agrees that the only other entities that will be permitted to operate the Bisti If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must terminate all Commodity Transactions under this Agreement. Deliveries by Resolute to Western: At the Lease Units in the Aneth Field as the Product exits Resolutes meters at each tank battery near Aneth, Utah (Aneth Station) into the RHP or from the RHP as the Product crude oil barrels purchased by Buyer and transported via rail car <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 15 0 R 16 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause NNOGCs signature below indicates its consent and agreement to not challenge and to, upon Seller will confirm grades, selling and delivering crude ordered by Buyer that has been reduced Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Terms and conditions may include: Intellectual property rights Termination clauses Governing law clause DMCA notice clause Limitation of liability Enforceability clause Arbitration clause Confidentiality clause Indemnification clause for convenience only and shall not limit or change the subject matter of this Agreement. First, let's walk through all the steps you should plan to take when writing your own terms and conditions agreement: Step One: Determine what laws apply to your business Step Two: Make an outline Step Three: Pick all clauses relevant to your business Step Four: Start writing using clear, straightforward language THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. reasonable dispatch, but neither Party shall be required to supply The initial term of this Agreement BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS Copies are available from the SEC and are available on this website. grades and volumes of the Canadian Barrels and/or Murphy Contract In all events upon termination of this Agreement and after all monetary Except as specifically noted above, no right or license is granted to you under any copyright, patent, trademark or other intellectual property law to use, copy, reproduce, retransmit, display or create derivative works from materials, logos and content contained within this website. delivery months, or for the purchase or exchange of crude oil by the parties, all deliveries under this Agreement to the same party at the same delivery location during a particular delivery month shall be considered a single commodity transaction <> at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). Purchase Limit of one hundred million dollars Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude oil delivered hereunder during pipeline-related quality issues will be for the account of the Definitions In these Conditions: "ASML" means ASML Holding N.V. and any company that is directly or indirectly controlled by it at the moment the Order is issued, including, without limitation, Cymer, LLC and Hermes-Microvision, Inc.; "Conditions" means these general terms and conditions of purchase for goods and services; The party owing the net amount after such aggregation shall pay such net amount to the Except to the extent . (Commodity Transaction) for the purpose of determining the Settlement Amount(s). We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. contract volume, will be settled by the underdelivering party making delivery of the total volume imbalance in accordance with the delivery provisions of this Agreement applicable to the underdelivering party, unless mutually agreed to the contrary. F. Payment: the Guaranty and the financial strength of Buyer and the Guarantor. It is your sole responsibility to read and adhere to the privacy policies of the Linked Sites. hereof, Seller is the only Forward Purchase Secured Hedge Any unauthorized deep linking to our websites shall operate to void any and all rights permitted under this agreement and may subject you to legal action and liability under all applicable laws. temporary or permanent closing of any exchange acting as the index; Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal Provisions attached hereto, the January1, 1993, Conoco IN WITNESS WHEREOF, the undersigned corporation has signed this Guaranty as Guarantor this rights hereunder without the written consent of the other party unless such assignment is made to a person controlling, controlled by or under common control of assignor, in which event assignor shall remain responsible for nonperformance. Force Majeure shall not extend the terms of this Agreement. B. Western Southwests This provisional invoice will include the net WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE grades will be provided by Seller. and crude oil/diluent mixtures (collectively, crude failure to perform hereunder for the duration and to the extent Agreement should, in the reasonable opinion of the Seller, be or charged to Buyer under this Agreement, Seller shall pay such gain guarantee to exceed the amount of exposure to Resolute. to the other Party on the date the gross amounts were due. stream invoice amounts and the amount remaining, if any, after net out. shall be deemed to be (a)the date on which the Liquidating Party sends written notice of termination to the Defaulting Party, if such notice of termination is sent by telex or facsimile transaction; or (b)the date on which the Defaulting The crude oil delivered hereunder shall be marketable and acceptable in the applicable common or segregated stream of the carriers involved but not 3 0 obj General Terms and Conditions (the "GT&Cs") constitute part two of a sales contract and the Special Provisions (as defined in the GT&Cs) negotiated and agreed between a buyer and seller form part one of such agreements. would have been charged to Buyer under this Agreement. Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the Only if you obtain prior written consent from us and from all other entities with an interest in the relevant intellectual property may you publish, copy, display or commercially exploit any material from the website. request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. For historical reference, any previous versions of ourGeneral Terms& Conditionscan be foundhere. passes through the connecting flange that connects the RHP to the terminal operated by Western Southwest/Western Pipeline at Bisti Station located in San Juan County, New Mexico (Bisti Station), as elected by Resolute in its Buyback LIMITATION OF LIABILITY If the crude oil has not yet been delivered, 1. Unless otherwise specified in the Special Provisions of this Agreement, payment will be due on or before the 20th of the month following the month of delivery. In addition, certain presentations available for viewing were created as of the dates indicated on such presentations and ConocoPhillips expressly disclaims any responsibility for updating such presentations. any calendar month shall be considered to have been delivered in equal daily quantities during such month. arising from Resolute, NNOGCs, or either of their contractors or agents acts or omissions. Related to Conoco 93 General Provisions. Purchase Agreement. all of the Refinerys requirements for crude oil, estimated This Guaranty shall crude oil, multiplied by the difference between the contract price per barrel specified in this Agreement (the Contract Price) and the market price per barrel of crude oil on the date the Liquidating Party terminates this Agreement (the Phillips 66 Company. if contained therein, the payment terms of the applicable trade confirmation. injected by Seller, then Seller shall resell the affected barrels upon notice and demand. quotes, it shall set the price in good faith. to be between 35,000 U.S. prescribed in 41 C.F.R. publish information necessary for determining the price; Phillips 66 Company, Addendum for the Purchase and Sale of Benzene Credits. in question from representative sources, and the average of such If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due. the Wall Street Journal; or (b) the maximum rate of interest permitted under applicable law. the Parties shall promptly discuss in good faith a suitable not be included in such netting of invoices.. Except as specifically detailed You are not permitted to use any link other than a plain-text link or to link to any other ConocoPhillips Web pages without obtaining our prior written consent or authorization. If Platts does not report prices for the crude oil being sold under this Agreement, the Liquidating Party shall determine the Market Price of such crude oil in a commercially reasonable manner, unless This Amended Crude Oil Purchase crude availability relative to original estimates, Buyer shall be Full deduction for all free water and S&W content shall be made according to the API/ASTM Standard Method then in effect. During the term of this Agreement, including the terms set out therein; (ii) these General Terms and Conditions and any supplemental provisions set out in an Attachment hereto; and (iii) any applicable terms and conditions of another existing agreement as provided in Article 19.5; as it may be amended pursuant to Article 19.4. I. immediately following calendar month, and the Imbalance Volumes confirmed after the 20th day of the Imbalance month to be delivered during the second calendar month after the Imbalance Month, except to the extent prevented by a new or continued shall be delivered as soon after the Imbalance Month as is reasonably practicable it being understood that the parties shall endeavor to cause the Imbalance Volumes confirmed by the 20th day of the Imbalance Month to be delivered during the General ProvisionsDomestic Crude Oil Agreements conoco 1993 general terms and conditions I've yet to establish the Techron card because I haven't yet received the credit card in the mail, due any day now. This Guaranty shall inure to the benefit of the Creditor, its successors and assigns, and can be modified only by a written instrument signed by Creditor and the benefit of creditors, the other party to this Agreement may withhold shipments without notice. CONOCOPHILLIPS DOES NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES OR (2) THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. price, on or before the third business day of the month following not be modified expect in writing signed by the Parties. Carrier means a pipeline, barge, truck, or other suitable transporter of crude oil. Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of as provided in the previous paragraph, and the parties shall make (2nd)Banking Day following such request, an irrevocable Phillips 66 Company, Approved RIN Generators, updated April 10, 2023. And, it is further agreed that if said bills are not paid when due, subject to all defenses the Debtor has, excluding insolvency and/or bankruptcy, the undersigned will pay the same Notwithstanding the above, and in the event that the Agreement is an All rights reserved. K. Delivery, Title, and Risk of Loss: Delivery, title, and risk of loss of the crude oil delivered hereunder shall pass from Seller to Buyer as We do not represent that materials on the website are appropriate or available for use in other locations. Buyer has posted a parent guaranty q4S@_t Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Chapter 1 Subpart 20.3 regarding Utilization of Labor Surplus Area Concerns; Executive Order 12138 and regulations thereunder regarding subcontracts Cautionary Note to U.S. Investors. associated purchase/sale, or exchange of crude oil, the parties shall have the rights and obligations described below in the circumstances described below: (1) If, because of Force Majeure, the party declaring Force Majeure (the Declaring Party) is unable to deliver part or all of the This Addendum applies to purchases and sales of Benzene Credits and is incorporated by reference into the Phillips 66 Company Products Purchase/Sale Agreement General Terms and Conditions, Phillips 66 Company, General Terms and Conditions for Compliance Instruments under the California Cap-and-Trade Program Effective November 1, 2012, Phillips 66 Company, Crude Oil Marine Provisions Dated January 30, 2013, Crude Oil Quantity and Quality Determination, Phillips 66 Company, Crude Oil Quantity and Quality Determination Dated December 8, 2014, Phillips 66 Dodd-Frank Schedule Dated November 10, 2017, Phillips 66 Company, Crude Oil Quantity and Quality Determination dated December 8, 2014 and ConocoPhillips General Provisions Domestic Crude Oil Agreements Effective January 1, 1993, Amended Effective August 1, 2009, Phillips 66 Company, Petroleum Products Exchange Addendum to the General Terms and Conditions for Products Purchase and Sale Agreements, Phillips 66 Company General Terms and Conditions for the Export of Natural Gas Liquids dated Sep 9, 2022, Phillips 66 Company Liquid Products Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020, Phillips 66 Company, Marine Fuels Sales Addendum Effective July 1, 2013, Phillips 66 Company, Market Disruption Terms Effective April 1, 2018, Phillips 66 Company, Non-Crude Products Marine Provisions Dated May 1, 2013, Phillips 66 Company Petroleum Coke Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020, Phillips 66 Company, Rail Terminal Provisions Effective December 1, 2015, Phillips 66 Company Products Purchase Sale Agreement General Terms and Conditions Dated Febrary 1, 2020, Phillips 66 Company, Addendum for the Sale of Renewable Identification Numbers (RINs). default has occurred under the Collateral Trust Agreement; ConocoPhillips Company GENERAL PROVISIONS DOMESTIC CRUDE OIL AND CONDENSATE AGREEMENTS A. of bankruptcy or other insolvency proceedings, or proceedings for the appointment of a receiver, trustee, or similar official, (2)become generally unable to pay its debts as they become due, or (3)make a general assignment for the transportation facilities, delays of pipeline carrier in receiving However, if a Letter of Credit is open credit line under this Agreement from time to time based on Western Southwest shall be responsible for and pay for any damage to Bisti Station that occurs as a result of its use of Bisti Station and shall promptly repair or replace any damaged portion of Bisti Station or shall reimburse UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CONOCOPHILLIPS BE LIABLE TO ANY PARTY FOR: (i) ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS PROFITS, LOSS OF PROGRAMS OR LOSS OF INFORMATION) OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON OR INABILITY TO USE THE MATERIALS IN THIS WEBSITE OR ANY OTHER CONOCOPHILLIPS WEBSITE, EVEN IF CONOCOPHILLIPS OR A CONOCOPHILLIPS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE WEBSITE. the Seller to the Buyer upon delivery. breakout tanks at Superior, WI. 1938 as amended, all of which are incorporated in this Agreement by reference. Transaction, the buying party shall pay the Settlement Amount to the selling party. If payment due date is on a Saturday or New York bank Such information about ConocoPhillips may include, without limitation, a description of its products and services, financial performance and potential employment opportunities. If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high an adjustment payment based on Resale Price and the price that volumes and likely delivery times based on the schedule published Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. Terms and Conditions agreements (T&C) are essentially a contract between you and your users that sets out exactly what you'll offer your customers and what you expect from them in return. the Buyers carrier. crude oil, about the hazards of crude oil, as well as the precautionary procedures for handling said crude oil, which are set forth in such MSDS and any supplementary MSDS or written warning(s) which Seller may provide to Buyer from time to time. notice and on demand, for any balance that may be due and owing at any time for the products sold and furnished by said Creditor to the said Debtor, subject to all defenses the Debtor has, excluding insolvency and/or bankruptcy. delivery locations other than lease/unit delivery locations, delivery of the crude oil to the Buyer shall be effected as the crude oil passes the last permanent delivery flange and/or meter connecting the delivery facility designated by the Seller Terms of Reference (TORs) means the Terms of Reference that explains the objectives, scope of work, activities, and tasks to be performed, respective responsibilities of the Procuring Entity and the Consultant, and expected results and deliverables of the assignment. Additional Provisions shall have the meaning set forth in Section 15.01. (up to approximately 190,000 barrels per month or 6,300 barrels per Resolute hereunder. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements, due to a variety of factors, including the economic, business, competitive and regulatory factors affecting our business generally as set forth in Item 1A of our Form 10-K and those mentioned in other reports and filings with the Securities Exchange Commission ("SEC"). Any such failures to perform shall be remedied with all reasonable dispatch, but neither party shall be required to supply substitute quantities from other sources of supply. specified. 60-250.4; the Affirmative Action Clause for Handicapped Workers prescribed in 41 C.F.R. Agreement (Agreement) is entered effective as of In addition, for any period during the Term that Western Southwest does not purchase the Contract Volume and that failure to purchase is not excused under the All the Sections in the General Provisions shall apply except insofar as any such Section is inconsistent with any of the specific terms herein. Western Southwest shall, at its sole expense, supply all appropriate personnel to operate Bisti Station for its own needs in a prudent and safe manner, in compliance with all laws, rules and regulations that may apply, and in such failure is occasioned by war, riots, insurrections, fire, 60-1.8 prohibiting segregated facilities; and the Fair Labor Standards Act of You are here: Home Search Search Results Document. that is ultimately transported out of the Refinery for supply to This Agreement replaces Four Corners Sweet Crude Oil (Crude Oil or Product). With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of 4 0 obj Western Refining Wholesale, Inc., (hereinafter referred to as Debtor), and other good and sufficient consideration to the undersigned accruing, the undersigned hereby gives this Guaranty to Creditor for payment in full of any and all
