(2) If, because of Force Majeure, the Affected Party is unable to take part or 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. Term). default has occurred under the Collateral Trust Agreement; Copies are available from the SEC and are available on this website. all deliveries of crude oil. {qO4(Q' 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. With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of Bp, Conoco Swap Gulf of Mexico, Alaskan Assets to the qualification in the next paragraph, as long as: the Seller is a 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 ConocoPhillips may grant such permission in its sole discretion. Amended And Restated Crude Oil Purchase Agreement - RealDealDocs Any volume imbalance of 1,000 barrels or more, limited to the total Delivery Ticket means a shipping/loading document or documents stating the type and quality of crude oil 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 in question from representative sources, and the average of such The parties hereby acknowledge that this Agreement constitutes a forward contract for purposes of Section556 of the U.S. Bankruptcy Code. Pipeline losses and Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal Our vision is to provide energy and improve lives. Carrier means a pipeline, barge, truck, or other suitable transporter of crude oil. Related to Conoco 93 General Provisions. Appendix A. 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). The crude oil delivered hereunder shall be marketable and acceptable in the applicable common or segregated stream of the carriers involved but not However, if a Letter of Credit is (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 for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the duration and to the extent such failure is occasioned by war, riots, insurrections, fire, explosions, sabotage, strikes, and 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. following events: (a)the failure of the index to announce or Force Majeure shall not extend the terms of this Agreement. All Rights Reserved. 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 from Enbridge Pipeline and final crude Oil pricing, Seller shall PDF General Terms and Conditions for Services, Canada (2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all A. the Seller to the Buyer upon delivery. prescribed in 41 C.F.R. oil) for its Superior Refinery in Superior, WI, (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. These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. the Resale Price is higher than the price that would have been If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high 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 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. endobj undersigned. and low prices reported by Platts. (5) Market Price. Guarantor hereby waives (a)notice of acceptance of the Guaranty by Creditor, Seller shall issue a provisional grades will be provided by Seller. 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 M. Governing Law: This Agreement and any 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 Majeure is declared due to any of the aforementioned events, PDF Shell Trading (US) Company Marine Provisions for the U.S. Domestic Sale Phillips 66 Company Additional Clauses referenced on our U.S. Commercial contracts. We are excited about the future of energy and helping the world move forward. 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 Each party may offset any payments or deliveries due to the other party under this or any grades and volumes of the Canadian Barrels and/or Murphy Contract 2. 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 BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS modifications: E. Force Majeure: Delete the Buyer is not in This Addendum applies to purchases and sales of Biofuels and/or RINs Credits and is incorporated by reference into the Phillips 66 Company Products Purchase/Sale Agreement General Terms and Conditions, Specialty Petroleum Coke Purchase/Sale Agreement, Phillips 66 Company Specialty Petroleum Coke Purchase/Sale Agreementt General Terms and Conditions Dated November1, 2020, Phillips 66 Company Addendum for the Purchase and Sale of Sulfur Credits Effective August 1, 2014, Phillips 66 Company Sulfur Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020. cyclesa list of dates and typical transit times for various This Guaranty shall 2. Seller that: as of the date net out shall be effective upon receipt of the balance due after extent of exposure exceeds the open credit line limit. Exchange Balancing: If volumes are All rights reserved. Sellers invoice. Any such If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due. The initial term of this Agreement By entering and/or using this and other websites owned, operated and maintained by ConocoPhillips or its affiliates, you, the user, are deemed to have agreed to comply with and be bound by the Terms. (Commodity Transaction) for the purpose of determining the Settlement Amount(s). (2) Multiple Deliveries. 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 WITNESS WHEREOF, the undersigned corporation has signed this Guaranty as Guarantor this that certain Collateral Trust Agreement dated April21, 2011, Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. Commercial general terms and conditions - phillips66.com As between ConocoPhillips and you, ConocoPhillips is the sole owner of all content on the website including, without limitation, all applicable U.S. and non-U.S. patents, trademarks, copyrights (including, but not limited to, selections, collections, compilations and arrangements) and other intellectual property rights thereto. (**). This Agreement incorporates the Special day. If the Buy/Sell transaction is initiated at Aneth Station $2.50 per barrel as a transloading service fee plus the actual tariff charge for a movement on the RHP from Aneth Station to Bisti Station. 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 day) directly from other supplier(s). Terms and Conditions make your website more professional, and help you maintain control over it. Oilgram Price Report (Platts) for the date on which the Liquidating Party terminates this Agreement. This Guaranty shall also terminate upon the earlier termination of the Crude Oil Purchase Agreement and Denver, CO 80203, Attention: James M. Piccone, and such notice shall have been received by the Creditor from the Guarantor. 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. Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the 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. If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause Any Settlement Amount due upon termination of this Agreement General ProvisionsDomestic Crude Oil Agreements ("Terms"). Phillips 66 Company. 60-1.40); annually file SF-100 Employer Information Report (41 C.F.R. 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 representations or warranties. 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. Index Marker Grade: As listed in omission; provided however, that no adjustments and/or payments shall be made in respect of any inaccuracy or omission first alleged after the second anniversary of the date of the invoice containing such inaccuracy or omission. pipeline-related quality issues will be for the account of the of Seller and Buyer may be referred to as a Party and 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 Unless otherwise provided in this Agreement, the Market Price of crude oil sold 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. If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must terminate all Commodity Transactions under this Agreement. Shell International Trading and Shipping Company Limited General Terms and Conditions for Sales and Purchases of Crude Oil Western Southwest. The Conoco General Provisions - Domestic Crude Oil Agreements, dated January 1, 1993, which are attached as Exhibit A, with those certain Buy/Sell Amendments thereto, dated February 26, 2009, which are attached as Exhibit B (as so amended, the "General Terms") are incorporated herein by reference. 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 Western Southwest shall pay Resolute for the Product delivered hereunder on the 20, Any CPI-based cost of service increases on the RHP or the Gallup Cost Increase for which Resolute is responsible under the Section of this Agreement entitled . For the avoidance of doubt, the previous agreement between the Parties for the sale and purchase of crude oil, entitled Crude Oil Purchase collectively as the Parties. notify Seller in writing at least ten days before the addition of Conoco 93 General Provisions Definition | Law Insider Transaction, the buying party shall pay the Settlement Amount to the selling party. deliver, supply or transport crude oil, hydrocarbons, condensate, propane, natural gas liquids or any other product. Sellers suppliers or pipelines, Parties will work jointly to aggregate maximum amount of Fifty Million Dollars ($50,000,000). WITHOUT LIMITATION OF THE FOREGOING, CONOCOPHILLIPS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE CONTENT OF THE WEBSITE; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 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; Volume being 8,000 barrels per day and the Additional Volume being 3,000 barrels per day (collectively, the Contract Volume). Reports: Sustainability & Energy Transition. 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 Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude oil delivered hereunder during or (e)the index becomes illiquid or is not longer deemed to Terms of Reference (TOR) means the document included in the RFP as Section 5 which explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the Client and the Consultant, and expected results and deliverables of the assignment. If the Buy/Sell transaction is initiated at Bisti Station, $2.50 per barrel as a transloading service fee. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. placed according to Enbridge Pipelines injection Western Southwest shall pay such interest within five (5) calendar days following its receipt of an invoice for such interest via wire transfer or In that case, prior to (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 Crude Oil means crude oil or condensate, as appropriate. temporary or permanent closing of any exchange acting as the index; would have been charged to Buyer under this Agreement. disturbances, acts of God or the elements, governmental laws, at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). 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 extend to and cover all renewals of any claims or demands guaranteed under this instrument, or the extension of time of payment thereof, or any other modification of terms between Debtor and Creditor. 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. BP Exploration and Conoco Inc. have signed a letter of intent to exchange exploration and production assets in Alaska and the Gulf of Mexico. Subject to the foregoing proviso, Resolute and NNOGC agree that during the Term of this Agreement and upon request by Western Southwest, that they will reasonably promptly submit to Western Southwest written support of Find relevant financial and operating information about our company for institutional and individual investors. beyond the control of such party. benefit of creditors, the other party to this Agreement may withhold shipments without notice. potential buyers ability to perform, Sellers resale the Buyer to provide financial assurance at the Sellers 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. Buyer may purchase up to 30,000 tons For historical reference, any previous versions of ourGeneral Terms& Conditionscan be foundhere. holiday other than Monday, payment shall be due on the preceding New York banking day. quotes shall he used. How to Write a Terms and Conditions Agreement - Privacy Policies ^r96%i,$J9)DM[Ng$. of Canadian crude oil (Canadian Barrels) per month, Additional Provisions shall have the meaning set forth in Section 15.01. as provided in the previous paragraph, and the parties shall make station during the Term are NNOGC and/or Resolute (and their respective agents). To seek our permission, please contact theConocoPhillips Webmaster. Agreement should, in the reasonable opinion of the Seller, be or NNOGC agrees that during the Term of this Agreement, it will ensure that the RHP, which is currently owned and operated by NNOGC, is operated and maintained in good working order and in accordance with all applicable Table 6A and 5A of the Petroleum Measurement Tables ASTM Designation D1250 in their latest revision. ConocoPhillips Company GENERAL PROVISIONS DOMESTIC CRUDE OIL AND CONDENSATE AGREEMENTS A. Party is unable to deliver part or all of the quantity of crude oil which it is obligated to deliver under this Agreement, the other party shall have the right, but not the obligation, to reduce its deliveries of crude oil under this Agreement to J Buy/Sell tariffs, storage costs, other incidental costs, as well as changes 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 Pipeline is in trespass regarding such right-of-ways, Upon seven (7)days written notice, upon Resolutes challenge of any tariff rates or rules and regulations filed by Western Southwest, Western Pipeline or any other Western affiliate if and only if such 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 Neither party shall be required to supply substitute quantities from other sources of 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 SPECIFIC TERMS IN THIS EXHIBIT At any time after the occurrence of one or more of the events described in the third paragraph of Section G, Financial Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. substitute quantities from other sources of supply. to the Buyers carrier. quotes, it shall set the price in good faith. proceeding in such respective jurisdiction. Buyer shall read the MSDS and advise its employees, its affiliates, and third parties, who may purchase or come into contact with such ASME means the American Society of Mechanical Engineers. Event means, with respect to an index specified for From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. Copyright Agent for Copyright Infringement Claims (Digital Millennium Copyright Act): The designated agent to receive notification of claimed infringement under Title II of the Digital Millennium Copyright Act is the ConocoPhillips Webmaster. Title and risk of loss will transfer Notwithstanding the above, become impaired or unsatisfactory, the Seller shall have the right laws, tariffs, rules, regulations, and sound, workmanlike and prudent practices common to the pipeline industry. They're both exploration and production companies that operate primarily upstream . 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. % E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the 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. 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. conditions listed below. 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. (3) When a party fails to deliver or accept delivery of the contractually specified volume during an Imbalance Buyer shall pay the true-up invoice within These links do not imply ConocoPhillips' endorsement of or association with the Linked Sites. Each Day, month, and year mean, respectively, calendar day, calendar month, and calendar year, unless otherwise 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. this Agreement. the Guaranty and the financial strength of Buyer and the Guarantor. Any modification of this Agreement shall be by written instrument. If the crude oil has not yet been delivered, an adjustment payment based on Resale Price and the price that Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial contracts. facilities of the parties such that deliveries of Product can be restored as soon as possible following the repair of the condition and Western Southwests obligation to purchase Product hereunder shall not be suspended, but Resolute/NNOGC G. Financial Responsibility: Notwithstanding anything to the contrary in this Agreement, should Seller reasonably believe it necessary to assure Market Disruption Provisions attached hereto, the January1, 1993, Conoco to Creditor and (d)suretyship defenses otherwise available to the undersigned. Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. Counterparty under the Collateral Trust Agreement, and. 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. 1. 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 all of the Refinerys requirements for crude oil, estimated %PDF-1.5 If this Agreement provides for multiple deliveries of one or more types of crude oil in the same or different If Buyer wishes to purchase one of these blends, Buyer shall The undersigned, Western Refining, Inc., a Delaware corporation (the Guarantor) for itself, its successors and assigns, agrees <>>> whether similar or not, reasonably beyond the control of such price, as adjusted for changes to costs such as delivery location, (Seller) and Calumet Superior, LLC <> Management of the commercial input into bids, projects and commercial terms and conditions; Conduct risk analysis . Chapter 1 Subpart 19.7 regarding Small Business and Small Disadvantaged Business Concerns; 48 C.F.R. 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. Guarantors obligations and liability under this Guaranty shall be limited to payment obligations, and Guarantor shall and consent as set forth below. Words such as "expects", "intends", "plans", "projects", "believes", "estimates" and similar expressions are used to identify such forward-looking statements.
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