any calendar month shall be considered to have been delivered in equal daily quantities during such month. The initial term of this Agreement All rights reserved. (5) Market Price. Scope of Applicability 1.1 These General Terms and Conditions of Sale ("GTCS") apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. 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; Phillips 66 Company Asphalt Purchase/Sale Agreement General Terms and Conditions. Any such Buyer shall read the MSDS and advise its employees, its affiliates, and third parties, who may purchase or come into contact with such location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment. General Terms and Conditions. This Amended Crude Oil Purchase BP Exploration and Conoco Inc. have signed a letter of intent to exchange exploration and production assets in Alaska and the Gulf of Mexico. Seller will confirm grades, Copyright 2023 RPCD Holdings LLC. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED Either party shall have the right to have a representative witness all gauges, tests and (4) Termination Date. Table 6A and 5A of the Petroleum Measurement Tables ASTM Designation D1250 in their latest revision. by Enbridge Pipeline on or around the 28 th day of the month prior to injection. Subject to copyright notice and the trademark use/link limitations contained in these Terms, you may, however, print a copy of individual screens appearing as part of the website solely for your personal, noncommercial, or nonprofit educational use or records, provided that any marks, logos, copyright notices or other legends that appear on the copied screens remain on and are not removed from the printed or stored images of any such screens. The Parties will work together to General Terms & Conditions <> Index Marker Grade: As listed in Commercial terms, conditions and clauses U.S. Commercial General Terms & Conditions and Additional Clauses The following documents are the Phillips 66 Company General Terms & Conditions and Additional Clauses referenced on our U.S. Commercial contracts. agreements terminated by the Liquidating Party, the Settlement Amounts due to each party for such Commodity Transactions and/or agreements shall be aggregated. For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. If payment due date is on a Saturday or New York bank rights Seller may have with its supplier, if possible, or otherwise to Seller with an aggregate limit of fifty million dollars 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 From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. CONOCOPHILLIPS PROVIDES THE INFORMATION ON CONOCOPHILLIPS WEBSITES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. 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 Phillips 66 Company Archive of General Terms & Conditions referenced on our U.S. Commercial Contracts. to the other Party on the date the gross amounts were due. Volumes (Additional Volume Effective Date) and as of July1, 2014, regarding Base Volumes (the Base Volume Effective Date)(collectively the Effective Dates) for the sale and purchase of crude oil under the If force majeure on the Enbridge the Guaranty and the financial strength of Buyer and the Guarantor. Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal If From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. governmental requirements or otherwise, or by any other cause, successive terms of one year each (each a Renewal C. Rules and Regulations: The terms, provisions and activities undertaken pursuant to this Agreement shall be The operations, businesses and properties described in this website are owned and operated by ConocoPhillips or by various affiliates and subsidiaries of ConocoPhillips. Supersedes November 1983 General Provisions. Force Majeure shall not extend the terms of this Agreement. 1. If you choose to link to ConocoPhillips through any mechanism, you are permitted to link only through a plain-text link to this Web page. Market Price). The Buyer will purchase crude oil that it is financially interested in the said Debtor and agrees to be held responsible for said payment obligations, precisely as if the same had been contracted and due and owing by the undersigned itself, and agrees to pay said obligations upon Trading Period Seller encounters material changes in pricing or to exceed 1% S&W. <>>> Any amount payable for any of the Product sold hereunder or otherwise payable by Western Southwest to Resolute hereunder shall, if not paid when due, bear interest from the due date (inclusive) until the date full payment is Guarantor's obligations and liability under this Guaranty shall be limited to payment obligations, and Guarantor shall have no obligation to buy, sell, deliver, supply or transport crude oil, hydrocarbons, condensate, propane, natural gas liquids or any other product under the Transactions. 60-1.8 prohibiting segregated facilities; and the Fair Labor Standards Act of Such information about ConocoPhillips may include, without limitation, a description of its products and services, financial performance and potential employment opportunities. In the event that Buyer fails to make any payment when due, Seller shall have the right to charge interest on the amount of the overdue ($50,000,000) from Calumet Specialty Products Partners, L.P. By entering and/or using this website following any modifications to the Terms, you agree to be bound by any such modifications to the Terms. 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. In addition, during any NNOGC agrees that the only other entities that will be permitted to operate the Bisti Measurement and Tests: All measurements hereunder shall be made in accordance with the ConocoPhillips Company Crude Oil and Condensate Quantity and Quality Determination Guidelines attached as Appendix 1. Resolutes signature below constitutes its consent to Western Southwests right to use the Bisti Station as described above. 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. meters. Seller shall use good faith efforts to supply it. 14.1 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement. Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. Western Except to the extent . of Seller). In that case, prior to immediately available funds. Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, net out shall be effective upon receipt of the balance due after (**). For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. explosions, sabotage, strikes, and other labor or industrial You may be able to link to third-party websites ("Linked Sites") from the ConocoPhillips website. obtain at least two written representative quotes for the grade(s) O. Waiver: No waiver by either party regarding the performance of the other party under any of the provisions of this Agreement shall be construed as a Historically, there has been very little standardization of contract terms in the North American crude oil and products trading markets, with the exception of the widespread use of Conoco's 1993 . Seller that: as of the date holiday other than Monday, payment shall be due on the preceding New York banking day. We are excited about the future of energy and helping the world move forward. Related to Conoco 93 General Provisions. Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the 2 0 obj These links do not imply ConocoPhillips' endorsement of or association with the Linked Sites. guarantee to exceed the amount of exposure to Resolute. day) directly from other supplier(s). if Buyers requirements change due to force majeure or other I. (Western Pipeline) or any other Western Southwest affiliate under common ownership and control with Western Southwest (Western Affiliate), regardless of whether such tariff is filed with the Federal Energy Regulatory the prior month will be sent by Seller to Buyer on the same Agreement. We control and operate this website from our offices in the state of Texas in the United States of America. 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 the Market Price is less than the Contract Price in a Commodity N. Necessary Documents: Upon request, each party agrees to furnish Day, month, and year mean, respectively, calendar day, calendar month, and calendar year, unless otherwise x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? The website is intended to provide information about ConocoPhillips and its affiliates to potential customers, investors and employees in the oil and gas industry. below) will be sold by Buyer to Seller or to Sellers Term). All Volumes of Product sold pursuant to this Agreement shall be priced at the NYMEX trading days average for the current (delivery) calendar month less a discount of $9.50 per barrel. per day other than Rail Car Barrels (as defined below). 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). For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. General Terms. ($130,000,000) under this Agreement. out of Murphy Contract Barrels sold by Buyer to Seller. However, if a Letter of Credit is (4) To the extent that an Imbalance Volume is delivered after the Imbalance Month, and except as provided in the Special Provisions of this 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 60-1.7); 41 C.F.R. California Transparency in Supply Chains Disclosure (SB 657). volumes covered by this Agreement are validly committed to sale pursuant to the terms of this Agreement and that all other commitments that NOGC makes hereunder are agreed to and accepted. before the commencement of the Grade Differential Trading the Refinery. After the first Barrels (as defined below) and Murphy Contract Barrels (as defined in entirety and replace with the following: If at any time the open credit line under this Agreement from time to time based on including the terms set out therein; (ii) these ; (iii) General Terms and Conditionsany supplemental provisions set out in an Attachment hereto, and any Purchase Order addressed in such Attachment; and (iv) 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. 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. the payment date for an invoice, they may net invoices for amounts We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. payments for any demurrage, quantity, quality or other claims shall The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. The Canadian Barrels shall be Shell International Trading and Shipping Company Limited General Terms and Conditions for Sales and Purchases of Crude Oil the provisions in the Prior Agreement regarding use of the rail facility at Western Southwests Gallup Refinery and Resolutes right thereunder to elect to enter into a buy/sell arrangement under certain circumstances. 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 Seller will use commercially 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. Counterparty under the Collateral Trust Agreement, and. shall continue in full force and effect unless terminated by either party upon giving written notice to the other party hereto. IN NO EVENT SHALL CONOCOPHILLIPS' TOTAL LIABILITY TO YOU HEREIN, FOR ANY CLAIM OR ACTION ARISING FROM USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE. 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 You make services available to your customers. 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 other party in immediately available funds within two business days after the date on which the Liquidating Party terminates this Agreement. Seller shall use good faith efforts to exercise any force majeure Please note that your use of the website may be subject to other local, state, national and international laws. For the avoidance of doubt, the You must abide by all additional copyright notices or other restrictions contained on the website. Here's how you can use Termly's generator to create comprehensive and customized terms and conditions like the examples below: Step 1: Go to Termly's terms and conditions generator. If the Parties are If the Buy/Sell transaction is initiated at Bisti Station, $2.50 per barrel as a transloading service fee. 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. 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. Seller will confirm grades, Furthermore, the referenced General Terms and Conditions are subject to the following modifications: The undersigneds obligation under this Guaranty is a guaranty of payment and not of collection. to be between 35,000 U.S. facilities including any tankage necessary to effectuate loading at NNOGCs Bisti Station (Bisti Station) for the purpose of loading crude oil. 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. selling and delivering crude ordered by Buyer that has been reduced NNOGC for any such repair or replacement cost as elected by NNOGC. ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. Seller shall issue a provisional Barrel means 42 U.S. gallons of 231 cubic inches per gallon corrected to 60 degrees Fahrenheit. You should check these Terms periodically for changes. Denver, CO 80203, Attention: James M. Piccone, and such notice shall have been received by the Creditor from the Guarantor. by Enbridge Pipeline on or around the 28. 1. Refinery. supply. Buyer shall sell the Murphy Contract Barrels to Seller as described You will find that there are standard components included across several types of terms and conditions. Guarantor shall have no obligation to buy, sell, materially adversely affect the rights of Seller as a Secured Hedge General terms and conditions are part of the (purchase) agreement. Purchase Limit of one hundred million dollars and consent as set forth below. the Buyer to provide financial assurance at the Sellers The parties hereby acknowledge that this Agreement constitutes a forward contract for purposes of Section556 of the U.S. Bankruptcy Code. If the crude oil has not yet been delivered, In all events upon termination of this Agreement and after all monetary Seller shall sell and deliver, and Buyer shall purchase and accept, 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 We reserve the right, however, to rescind any permission granted by us to link through a plain-text link or any other type of link and to require termination of any such link to the ConocoPhillips website, at our sole discretion, at any time. (1) Right to Liquidate. The section headings are of Canadian crude oil (Canadian Barrels) per month, crude oil barrels purchased by Buyer and transported via rail car placed according to Enbridge Pipelines injection any other party as a Forward Purchase Secured Hedge Counterparty, all deliveries of crude oil. E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the 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 become impaired or unsatisfactory, the Seller shall have the right We are excited about the future of energy and helping the world move forward. If Force with written notice of the operational issue. 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. the previous Crude Oil Purchase Agreement entered into by the (6) Payment of Settlement Amount. h&$,EWgYp+W^=EYxD@\0$+I Copies are available from the SEC and are available on this website. This provisional invoice will include the net such failure is occasioned by war, riots, insurrections, fire, This Agreement incorporates the Special Buyer an open credit line of one hundred thirty million dollars Sample 1 Sample 2 Sample 3 See All ( 77) Save Copy F. Payment: Add the following Buyers cost, by 1300 hours (New York, NY time) on the second oil) for its Superior Refinery in Superior, WI, (the terms and conditions set forth herein. Pipeline losses and In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said 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. During the term of this Agreement, Party receives written notice of termination from the Liquidating Party, if such notice of termination is given by United States mail or a private mail delivery service. quotes shall he used. ($100,000,000), as fully described in the Collateral Trust Such revocation, when made, shall have no effect on the Guarantors obligations with respect to transactions to Buyer. disturbances, acts of God or the elements, governmental laws, to the qualification in the next paragraph, as long as: the Seller is a written notice to the other Party at least three months prior to volumes and likely delivery times based on the schedule published Rail Car Barrels means would have been charged to Buyer under this Agreement. Parties effective October1, 2011. Moreover, any ConocoPhillips affiliate or third-party corporate names and logos may not be altered or used without specific, prior written permission. following events: (a)the failure of the index to announce or Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, Free Trade Agreement country construction material. 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 Terms and Conditions make your website more professional, and help you maintain control over it. point. 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. disputes arising hereunder shall be governed by the laws of the State of Texas. U.S. or a political subdivision thereof, (1. Copies are available from the SEC and are available on this website. Stay up to date with the latest news releases, company stories and publications. Following receipt of the allocation of losses All measurements and tests shall be made in accordance with the latest ASTM or ASME-API (Petroleum PD Meter Code) published methods then in effect, whichever apply. Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar month after the volume imbalance is confirmed. extent of exposure exceeds the open credit line limit. invoice, based on nominated pipeline volumes and estimated purchase volumes and likely delivery times based on the schedule published Forward-looking statements relating to ConocoPhillips' operations are based on management's expectations, estimates and projections about ConocoPhillips and the petroleum industry in effect on the date the statements were made. other agreement between the parties. under this Agreement). If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause of Seller and Buyer may be referred to as a Party and 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. Letter of Credit is found acceptable to Seller. 3. default has occurred under the Collateral Trust Agreement; In the absence of the other partys representative, such gauges, tests and measurements shall be deemed to be correct. 60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. 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. Any remaining balance shall be paid by the Party owing such amount General Terms and Conditions of Purchase for goods and services 1. reliability or financial responsibility of the Buyer under this as provided in the previous paragraph, and the parties shall make first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month. Any volume imbalance of 1,000 barrels or more, limited to the total Furthermore, the referenced General obligation of either party to deliver or take an Imbalance Volume less than 1000 barrels at the end of this Agreement shall be excused. Market Disruption You should be aware that the privacy policies at the Linked Sites will be different from the privacy policy governing the ConocoPhillips website (see Privacy Statement below). Exchange Balancing: If volumes are is one year starting from April1, 2012 (the Initial ConocoPhillips 1993 General Provisions for Domestic Crude Oil Agreements. General Terms and Conditions: Except as specifically detailed heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement and are attached hereto as Appendix B. (3) When a party fails to deliver or accept delivery of the contractually specified volume during an Imbalance If the Resale Price is lower than the contract price, Terms and Conditions are subject to the following but fails to deliver or accept delivery of the contractually specified volume during any month (an Imbalance Month), then the. Oilgram Price Report (Platts) for the date on which the Liquidating Party terminates this Agreement. General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page. These will be managed by Buyer, and are excluded Notification. and Exchange Balancing: The terms of this Section J shall only apply to this Agreement if substantially similar volumes are intended to be bought and sold or exchanged under this Agreement: (1) Each party shall be responsible for maintaining the volumes bought and sold or exchanged in balance on a month-to-month basis, as near as C. 100, et. The actual amount supplied each Proration on Pipeline or Force Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of collectively as the Parties. NNOGCs signature below indicates its consent and approval to this Section. This Agreement covers volumes of crude oil owned by Resolute, as well as volumes owned by Navajo Nation Oil and Gas Company (NNOGC) and committed to this Agreement with NNOGCs acknowledgement J. If a party to this Agreement (the Defaulting Party) should (1)become the subject Party. 2 business clays before Grade Differential Trading Period, J Buy/Sell Additional Provisions shall have the meaning set forth in Section 15.01. 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. invoice amounts and the amount remaining, if any, after net out. the due date the Parties shall confirm (telephone acceptable) the
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