Buyer acknowledges the hazards and risks in handling and using crude oil. Buyer may purchase up to 30,000 tons (2) If, because of Force Majeure, the Affected Party is unable to take part or delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. Unless otherwise provided in this Agreement, the Market Price of crude oil sold Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the 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 other agreement between the parties. before the commencement of the Grade Differential Trading In that case, prior to discontinuance or unavailability of the index; (d)the We may use the term "resource" and other terms on this website in a manner that might otherwise be prohibited in our filings with the SEC, based on SEC guidelines. NNOGCs signature below indicates its consent and agreement to not challenge and to, upon Vessel Party shall nominate every Vessel used in cargo operations (including loading, discharging, or lightering), as well as, when known, the primary towing vessel engaged in the transport by directly towing astern, alongside, or pushing ahead of an associated barge which is acceptable to Terminal Party, and such acceptance shall not be default has occurred under the Collateral Trust Agreement; Index Marker Grade: As listed in Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. This Agreement replaces 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 endobj 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. Volume imbalances confirmed by the 20th of the month shall be delivered during the calendar month after the volume imbalance is confirmed. (b)notice of purchases, sales, and deliveries of oil and/or condensate by or to Debtor, the amounts and terms of such transactions, and any modifications thereof, (c)notice of any extension of time for the payment of sums due and payable Term). notify Seller in writing at least ten days before the addition of Appendix A. Resolute shall bear the cost of any CPI-based cost of service increases during the Term of this Agreement in the Running Horse Pipeline (RHP) tariff for movements between Aneth, Utah and Bisti, New Mexico, plus 60-1.7); 41 C.F.R. <> Term). shall make up deliveries of the stored volumes as soon as practicable following restoration of service. and are attached hereto as Appendix B. such failure is occasioned by war, riots, insurrections, fire, barrels per day of UI-IC crude from Murphy Oil Corporation F. Payment: Add the following equivalent amounts (Gallup Cost Increase) for assumed equivalent increased costs in the Western Pipeline tariffs for movements from Bisti to the Gallup Refinery. and NNOGC are unable to deliver the Contract Volumes by pipeline to the Gallup Refinery due to temporary inoperability of the RHP,, then Resolute and NNOGC shall have priority use of the Bisti Station as to any volumes not purchased and received by BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS the same Index Marker Grade family. Crude oil quality will meet Enbridge unable to promptly agree, Seller shall use good faith efforts to Buyers cost, by 1300 hours (New York, NY time) on the second During the period of time that the RHP is inoperable provided that such period is expected to last no more than 12 days, the parties shall cooperate to fully utilize the existing crude oil storage is connected to Western Pipelines Delaware Basin Pipeline System (as depicted on the attached Exhibit B), and operational, such that shipments can be made from Bisti Station to Mason Station, Resolute may elect to initiate a Buy/Sell U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K and other reports and filings with the SEC. General ProvisionsDomestic Crude Oil Agreements In them you can describe for instance: General terms and conditions are not about specifics of your product or service, such as price or colour. pipeline-related quality issues will be for the account of the price, on or before the third business day of the month following Quality and volume will be based on We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. If the Buy/Sell transaction is initiated at Bisti Station, $2.50 per barrel as a transloading service fee. For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. reasonable efforts to deliver crude oil ratably to the guarantee to exceed the amount of exposure to Resolute. Phillips 66 Company. The arbitrators shall issue a reasoned written decision and award which shall not exceed $5,000,000 including any interest, costs or any other amount. IN WITNESS WHEREOF, the undersigned corporation has signed this Guaranty as Guarantor this exchanged, each party shall be responsible for maintaining the exchange in balance on a month-to-month basis, as near as pipeline or other transportation conditions will permit. oil) for its Superior Refinery in Superior, WI, (the After the first 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 (**). If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must terminate all Commodity Transactions under this Agreement. 60-741.4; 48 C.F.R. Rail Car Barrels means quotes, it shall set the price in good faith. limited to chlorinated and/or oxygenated hydrocarbons and lead. or Western Pipeline utilize to deliver Product to the Gallup Refinery are not valid and Western Refining and/or Western Pipeline (a)are unable to use such right-of-ways, or, (b)the Navajo Nation asserts that Western Southwest or Western the previous Crude Oil Purchase Agreement entered into by the C), and, The rules and regulations are substantially the same as the rules and regulations in Western Pipeline F.E.R.C Tariff No. If In addition, during any Guarantors obligations and liability under this Guaranty shall be limited to payment obligations, and Guarantor shall General Terms and Conditions of Sale 1. preexisting levels in effect prior to the period of inoperability, then Western Southwests obligation to purchase Product hereunder shall be suspended in the amount and for the duration of such covering requirement. and. (Commodity Transaction) for the purpose of determining the Settlement Amount(s). General Terms & Conditions duration and to the extent such failure is occasioned by war, riots, insurrections, fire, explosions, sabotage, strikes, and other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of the Resale Price is higher than the price that would have been 1. This Guaranty shall station during the Term are NNOGC and/or Resolute (and their respective agents). General Terms and Conditions. The initial term of this Agreement then the Seller shall provide to the Parties shall promptly discuss in good faith a suitable (b)the failure of trading to commence or the permanent at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. 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 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 At Resolutes option, exercised at any time during the term of this Agreement, up until the date on which Western Southwest and/or Western Pipelines TexNewMex Pipeline (as depicted on the attached Exhibit C) Commercial general terms and conditions General Terms & Conditions Archive NOTICE: This page is best viewed using Google Chrome or Microsoft Edge. issue a true-up invoice. 2. All Rights Reserved. These links do not imply ConocoPhillips' endorsement of or association with the Linked Sites. successive terms of one year each (each a Renewal If Western Southwest is required to purchase other Product to cover its delivery obligations or to keep the Gallup refinery operating at month of delivery. such period of inoperability of the RHP, Resolute and NNOGC may at their cost transport some or all of the Contract Volumes by truck to Bisti and Western Southwest shall have the obligation to purchase such Contract Volumes in accordance with the The Product delivered Canadian payment obligations of the said Debtor to the said Creditor whether on open account or evidenced by note, secured or unsecured, due and owing at the present time, or that may hereafter be due and owing by said Debtor to said Creditor, up to an You will find that there are standard components included across several types of terms and conditions. Volumes will be calculated according to such formula for the actual month the Imbalance volume is delivered. language in its entirety and replace with the following: Except for payment due stream transaction with Western Southwest on the following terms: Deliveries by Western to Resolute: As the Product passes the last flange of Western Southwests delivering facilities into the rail cars provided by Resolute at the rail facility that is owned and operated by Western Southwest P. Assignment: Neither party shall assign this Agreement or any The Buyer will purchase crude oil Following receipt of the allocation of losses The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. grades and volumes of the Canadian Barrels and/or Murphy Contract Agreement. Payment shall be deemed to be made on the date good funds are credited to Sellers account at Sellers designated bank. Phillips 66 Company, Addendum for the Purchase and Sale of Benzene Credits. All rights reserved. volumes and likely delivery times based on the schedule published (3) Settlement Amount. Agreement should, in the reasonable opinion of the Seller, be or Buyer shall pay the true-up invoice within U.S. or a political subdivision thereof, (1. Seller shall use reasonable efforts to resell for the or exchanged under this Agreement shall be the price for crude oil for the delivery month specified in this Agreement and at the delivery location that corresponds to the delivery location specified in this Agreement, as reported in Platts AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement 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 alternate index or means of price determination. Each party may offset any payments or deliveries due to the other party under this or any Reports: Sustainability & Energy Transition. below. In all events upon termination of this Agreement and after all monetary In exchange for this non-exclusive but priority right to access and use the Bisti Station, Western agrees that it will pay NNOGC the sum of $0.25 per barrel of crude oil loaded at Bisti Station. Energy giants ConocoPhillips ( COP -1.38%) and Occidental Petroleum ( OXY -2.37%) are very similar businesses. or of any amendment to the Collateral Trust Agreement that would of Seller and Buyer may be referred to as a Party and all of the quantity of crude oil which it is obligated to take under this Agreement, the other party shall have the right, but not the obligation, to reduce its receipts of crude oil under this Agreement to match the volume actually taken by the laws, tariffs, rules, regulations, and sound, workmanlike and prudent practices common to the pipeline industry. or (e)the index becomes illiquid or is not longer deemed to 2.7. 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 Phillips 66 Company, Approved RIN Generators, updated April 10, 2023. All title and intellectual property rights in and to the content of the Linked Sites (as defined below) are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. courts of competent jurisdiction located in Albuquerque, Bernalillo County, New Mexico and by execution and delivery of this Guaranty, the Parties hereby accept, for themselves and in respect of their property, generally and unconditionally, the Guarantor shall have no obligation to buy, sell, ConocoPhillips reserves the right to modify them at any time and without actual notice to you. IN CONSIDERATION of payment at a per annum rate which shall be two percentage points higher than the published prime lending rate of Morgan Guaranty Trust Company of New York on the date payment was due, but not to exceed the maximum rate permitted by law. Purchase Agreement (Agreement) is entered into between Resolute Natural Resources Company, LLC (Resolute) and Western Refining Southwest, Inc. (Western Southwest) as of June1, 2014, regarding Additional Responsibility, the other party to the Agreement (the Liquidating Party) shall have the right, at its sole discretion, to liquidate this Agreement by terminating this Agreement. Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. In the absence of the other partys representative, such gauges, tests and measurements shall be deemed to be correct. If delivery is by in-line transfer, delivery of the crude oil to the Buyer shall be effected at the particular pipeline facility designated in this Agreement. breakout tanks at Superior, WI. as provided in the previous paragraph, and the parties shall make RESTRICTIONS ON USE OF MATERIAL OR LINKING TO THIS SITE. The Parties irrevocably waive any objection including any objection to the laying of venue or based on the grounds of forum non conveniens, which the Parties may now or hereafter have to the brining of any such action or disputes arising hereunder shall be governed by the laws of the State of Texas. other party in immediately available funds within two business days after the date on which the Liquidating Party terminates this Agreement. Party. 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. All such changes to these Terms (including Terms applicable to websites of our affiliates) will appear on this website. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED (4) To the extent that an Imbalance Volume is delivered after the Imbalance Month, and except as provided in the Special Provisions of this Carrier means a pipeline, barge, truck, or other suitable transporter of crude oil. General terms and conditions are part of the (purchase) agreement. 1.0.0 effective June 1, 2014. and crude oil/diluent mixtures (collectively, crude The obligations of the Parties under this Section shall survive the expiration or termination of this. We are excited about the future of energy and helping the world move forward. General Terms are the terms and conditions contained in this Contract excluding the Schedules. heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL Barrels per day and 45,000 U.S. furtherance of the International Energy Program, disruption or breakdown of production or transportation facilities, delays of pipeline carrier in receiving and delivering crude oil tendered, or by any other cause, whether similar or not, reasonably to the Refinery. Title and risk of loss will transfer You expressly agree that exclusive jurisdiction for any claim, dispute or cause of action with ConocoPhillips, or relating in any way to your use of the website, resides in the courts of the State of Texas, with venue residing solely in the United States District Court for the Southern District of the State of Texas or a similar Texas state court within Harris County, Texas. Resolute and NNOGC agree that during the Term of this Agreement that they will not challenge any tariffs, whether setting forth rates or rules & regulations, filed by Western Southwest, Western Refining Pipeline, LLC The operations, businesses and properties described in this website are owned and operated by ConocoPhillips or by various affiliates and subsidiaries of ConocoPhillips. Trading Period Seller encounters material changes in pricing or Full deduction for all free water and S&W content shall be made according to the API/ASTM Standard Method then in effect. Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial contracts. (4) Termination Date. Letter of Credit is found acceptable to Seller. oil (irrespective of whether the barrels are Murphy Contract Seller further warrants that the crude oil delivered shall not be contaminated by chemicals foreign to virgin crude oil including, but not ConocoPhillips may grant such permission in its sole discretion. modifications: E. Force Majeure: Delete the If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high in question from representative sources, and the average of such Seller will provide a list of Any remaining balance shall be paid by the Party owing such amount (2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all The parties hereby acknowledge that this Agreement constitutes a forward contract for purposes of Section556 of the U.S. Bankruptcy Code. will be priced according the Crude Pricing section The Imbalance Volume laws relating to native title means laws applicable from time to time in the said State in respect of native title and includes the Native Xxxxx Xxx 0000 (Commonwealth); WTO GPA country construction material means a construction material that. This Guaranty supersedes and replaces any prior Guaranties signed by the undersigned parties or their predecessor entities, related to the same obligations hereunder. and delivering crude oil tendered, any apportionment of nominations immediately available funds. You may be able to link to third-party websites ("Linked Sites") from the ConocoPhillips website. payment adjustment to the extent provided in the immediately or obligations with respect to this Agreement, except for the payment of the amount(s) (the Settlement Amount or Settlement Amounts) determined as provided in Paragraph (3)of this section. (5) Market Price. Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the Site or Services; Western Southwests RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. If payment due date is on a Sunday or a Monday New York bank holiday, payment shall be due on the succeeding New York banking day. Our vision is to provide energy and improve lives. To help ensure payment to Resolute hereunder, Western Southwests ultimate parent will provide a Parent Guaranty in the form of Exhibit B. NNOGC agrees that during the Term of this Agreement and subject to the limitations described below, it will grant Western Southwest the non-exclusive but priority right to access and use all loading and transfer 3. (6) Payment of Settlement Amount. choosing in the form of either (a)establishing, at the acceptable to Seller (Guaranty). pay the provisional price within ** business days of receipt of Refinery) from the Seller under the terms and J. Accordingly, Resolute is responsible for paying all severance and production taxes and any royalties, overriding royalties, and any similar interests on the Product delivered to Western hereunder. 2. from Enbridge Pipeline and final crude Oil pricing, Seller shall Words such as "expects", "intends", "plans", "projects", "believes", "estimates" and similar expressions are used to identify such forward-looking statements. Buyer has posted a parent guaranty (a)the volume delivered by the Underdelivering Party during the Imbalance Month, and (b)the volume delivered by the other party during the Imbalance Month (such difference being the Imbalance Volume). Barrels (as defined below) and Murphy Contract Barrels (as defined Persons who choose to access this website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Sellers suppliers or pipelines, Parties will work jointly to It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. of the quantity of crude oil to be delivered by the Exchange Partner under the Agreement or associated contract, the Exchange Partner shall have the right but not the obligation to reduce its receipts of crude oil under the same Agreement or h&$,EWgYp+W^=EYxD@\0$+I that is ultimately transported out of the Refinery for supply to 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 NNOGC agrees that the only other entities that will be permitted to operate the Bisti By accessing or visiting our websites, you expressly agree that the laws of the State of Texas, excluding its conflicts-of-law rules, shall govern these Terms. force majeure situation (the Affected Party) shall take commercially reasonable steps to ameliorate the cause of such force majeure event to enable it to resume performance during the term of this Agreement. out of Murphy Contract Barrels sold by Buyer to Seller. Cautionary Note to U.S. Investors. x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? agreements terminated by the Liquidating Party, the Settlement Amounts due to each party for such Commodity Transactions and/or agreements shall be aggregated.
conoco 1993 general terms and conditions