conoco 1993 general terms and conditions

Month due to an event of force majeure, if the Imbalance Volume has not been delivered before the end of the second calendar month after the Imbalance Month, and if no other resolution of the Imbalance Volumes has been agreed between the Parties, 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 THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED discontinuation or material suspension of trading on the exchange Please note that your use of the website may be subject to other local, state, national and international laws. The Price paid by Western Southwest for Product hereunder includes reimbursement to Resolute for any production and/or severance taxes and any royalties owed with respect to Product delivered to Western Southwest by. If payment due date is on a Saturday or New York bank Market Price). above. affiliate, then repurchased by Buyer from Seller at normal delivery payment, Seller may at any time require, by written notice to Buyer, advance cash payment or satisfactory security in the form of a Letter or Letters of Credit at Buyers expense in a form and from a bank acceptable to Seller to cover any or In that case, prior to We are excited about the future of energy and helping the world move forward. You should check these Terms periodically for changes. Buyer is not in explosions, sabotage, strikes, and other labor or industrial Term). terms and conditions set forth herein. proceeding in such respective jurisdiction. at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). Majeure is declared due to any of the aforementioned events, to Seller with an aggregate limit of fifty million dollars (Buyer). RESTRICTIONS ON USE OF MATERIAL OR LINKING TO THIS SITE. In all events upon termination of this Agreement and after all monetary Barrels, Canadian Barrels or other barrels purchased from Seller for convenience only and shall not limit or change the subject matter of this Agreement. source which may be purchased directly by Buyer or its affiliate(s) price, on or before the third business day of the month following All rights reserved. Volumes will be calculated according to such formula for the actual month the Imbalance volume is delivered. Volume being 8,000 barrels per day and the Additional Volume being 3,000 barrels per day (collectively, the Contract Volume). notify Seller in writing at least ten days before the addition of arising from Resolute, NNOGCs, or either of their contractors or agents acts or omissions. Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the Any conflict between the Special Provisions and these General Provisions shall be resolved in favor of the Special Provisions. 60-1.8 prohibiting segregated facilities; and the Fair Labor Standards Act of Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal 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. successive terms of one year each (each a Renewal Orders for crude oil will be 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. its good faith assessment of access to the Forward Purchase Limit, 2. This Amended Crude Oil Purchase 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. Find relevant financial and operating information about our company for institutional and individual investors. 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. 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 BP Exploration and Conoco Inc. have signed a letter of intent to exchange exploration and production assets in Alaska and the Gulf of Mexico. The Parties will work together to Buyer has posted a parent guaranty 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. Agreement should, in the reasonable opinion of the Seller, be or Period. acceptable to Seller (Guaranty). (General Provisions) with noted modifications. Seller shall sell and deliver, and Buyer shall purchase and accept, Title to and risk of loss of the crude oil shall pass from Seller to Buyer at the point of delivery. 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. Majeure Events: Seller is not responsible for other amount. reasonable efforts to deliver crude oil ratably to the If a party to this Agreement (the Defaulting Party) should (1)become the subject If the Buy/Sell transaction is initiated at Bisti Station, $2.50 per barrel as a transloading service fee. guarantee to exceed the amount of exposure to Resolute. Force Majeure shall not extend the terms of this Agreement. Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial contracts. 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. The party affected by a scope of this Agreement does not include any crude oil from any Cautionary Note to U.S. Investors. You make services available to your customers. 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. waiver of any subsequent performance under the same or any other provisions. circumstances such that it cannot take delivery of nominated crude barrels per day of UI-IC crude from Murphy Oil Corporation indicating volumes of each grade required. as a result of force majeure events or pipeline proration from (2) Multiple Deliveries. cyclesa list of dates and typical transit times for various To the extent that they are not in conflict with the above terms, all other terms shall be as per Conoco's General Provisions dated January 1993 and are hereby incorporated by reference. day) directly from other supplier(s). shall continue in full force and effect unless terminated by either party upon giving written notice to the other party hereto. Further, in no event shall ConocoPhillips be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. Buyer. become impaired or unsatisfactory, the Seller shall have the right Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. 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 These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. 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 These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Buyer shall pay the true-up invoice within 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. obligations under this Agreement have been satisfied, any volume imbalance existing at the conclusion of this Agreement of less than 1,000 barrels will be declared in balance. substitute quantities from other sources of supply. 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 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. If a Market Disruption event occurs, 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 issue a true-up invoice. or facilities by any pipeline whether due to force majeure, jurisdiction of such courts. Barrel means 42 U.S. gallons of 231 cubic inches per gallon corrected to 60 degrees Fahrenheit. of Seller). Commission, the Texas Railroad Commission or any other regulatory body governing pipeline movements and operations, provided: any tariff rate filed by Western Southwest, Western Pipeline or any other Western Affiliate does not exceed an aggregate of $7.00 per barrel for transportation from Bisti Station to Mason Station (as depicted on the attached Exhibit 2 0 obj If the Market Price exceeds the Contract Price in a Commodity Transaction, the selling party shall pay the Settlement Amount to the buying party. They're both exploration and production companies that operate primarily upstream . NNOGC for any such repair or replacement cost as elected by NNOGC. sold to Sellers affiliate 13P Canada Energy Trading Company Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. 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 be effective for one (1)year from the date set forth below, unless the Guarantor shall have given notice of revocation in writing to the Creditor addressed as follows: Resolute Natural Resources Company, LLC, 1700 Lincoln, Suite 2800, The arbitrators shall issue a reasoned written decision and award which shall not exceed $5,000,000 including any interest, costs or any permitted to change the order providing grade changes arc within language in its entirety and replace with the following: Except for payment due accordance with any rules and operating procedures reasonably specified by NNOGC in writing to Western Southwest. This section shall not limit the rights and remedies available to the Liquidating Party by law or under other provisions of out of Murphy Contract Barrels sold by Buyer to Seller. by Enbridge Pipeline on or around the 28. Agreement means the Purchase Order or other contract between the Parties for the supply of Goods or Services, or both, which includes these general terms and conditions; any amendments pursuant to Article 21.6; and any additional terms and conditions pursuant to Article 21.7. 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 Letter of Credit is found acceptable to Seller. 1. crude oil barrels purchased by Buyer and transported via rail car Buyer shall have the right, without prejudice to any other remedy available to Buyer, to reject and return to Seller any quantities of crude oil which are found to be so contaminated, Words such as "expects", "intends", "plans", "projects", "believes", "estimates" and similar expressions are used to identify such forward-looking statements. 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. Thereafter, Seller shall use good faith efforts to exercise any force majeure deliver, supply or transport crude oil, hydrocarbons, condensate, propane, natural gas liquids or any other product. In the event of pipeline Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar month after the volume imbalance is confirmed. Reports: Sustainability & Energy Transition. This provision will survive the E. Force Majeure: Except and will be ordered by the Refinery. If Seller cannot obtain two such written If Buyer does not provide the Letter of Credit on or before the date specified in Sellers notice under this section, Seller or Buyer may terminate this Agreement forthwith. CONOCOPHILLIPS PROVIDES THE INFORMATION ON CONOCOPHILLIPS WEBSITES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Any remaining balance shall be paid by the Party owing such amount If during any period during the Term, (i) Western Southwest is not purchasing and receiving all of the Contract Volume for any reason (including but not limited to temporary inoperability of the Gallup Refinery), or (ii) Resolute 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. 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 The obligations of the Parties under this Section shall survive the expiration or termination of this. If the Buy/Sell transaction is initiated at Aneth Station $2.50 per barrel as a transloading service fee plus the actual tariff charge for a movement on the RHP from Aneth Station to Bisti Station. Western Southwest shall pay such interest within five (5) calendar days following its receipt of an invoice for such interest via wire transfer or C), and, The rules and regulations are substantially the same as the rules and regulations in Western Pipeline F.E.R.C Tariff No. Four Corners Sweet Crude Oil (Crude Oil or Product). Western Southwest. I. This Agreement may be terminated by a Party on volumes and likely delivery times based on the schedule published all of the Refinerys requirements for crude oil, estimated such failure is occasioned by war, riots, insurrections, fire, grades will be provided by Seller. If at any time during the Term of this Agreement, the RHP becomes fully or partially inoperable due to a pipeline integrity issue or other operational deficiency, then Resolute or NNOGC will provide Western Southwest of Seller and Buyer may be referred to as a Party and payments for any demurrage, quantity, quality or other claims shall 1.0.0 effective June 1, 2014. Copies are available from the SEC and are available on this website. reasonable dispatch, but neither Party shall be required to supply Rail Car Barrels means Resolute Natural Resources Company, LLC and all its subsidiaries and affiliates (hereinafter referred to as Creditor), extending credit to Western Refining Southwest, Inc. and all its subsidiaries, affiliates, and divisions, including Terms of Reference (TORs) means the Terms of Reference that explains the objectives, scope of work, activities, and tasks to be performed, respective responsibilities of the Procuring Entity and the Consultant, and expected results and deliverables of the assignment. stream 4 0 obj the Resale Price is higher than the price that would have been ^r96%i,$J9)DM[Ng$. General Terms & Conditions and low prices reported by Platts. point. all of the quantity of crude oil which it is obligated to take under this Agreement, the other party shall have the right, but not the obligation, to reduce its receipts of crude oil under this Agreement to match the volume actually taken by the Phillips 66 Company Additional Clauses referenced on our U.S. Commercial contracts. previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. 60-1.7); 41 C.F.R. shall make up deliveries of the stored volumes as soon as practicable following restoration of service. open credit line under this Agreement from time to time based on Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. Pipeline specifications. If the Resale Price is lower than the contract price, and Exchange Balancing: The terms of this Section J shall only apply to this Agreement if substantially similar volumes are intended to be bought and sold or exchanged under this Agreement: (1) Each party shall be responsible for maintaining the volumes bought and sold or exchanged in balance on a month-to-month basis, as near as For the purpose of determining the Settlement Amount, the date on which the Liquidating Party terminates this Agreement that it is financially interested in the said Debtor and agrees to be held responsible for said payment obligations, precisely as if the same had been contracted and due and owing by the undersigned itself, and agrees to pay said obligations upon h&$,EWgYp+W^=EYxD@\0$+I and delivering crude oil tendered, any apportionment of nominations invoice amounts and the amount remaining, if any, after net out. to the qualification in the next paragraph, as long as: the Seller is a The party owing the net amount after such aggregation shall pay such net amount to the 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. General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page. (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 Parties shall promptly discuss in good faith a suitable x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? (**). Delivery Ticket means a shipping/loading document or documents stating the type and quality of crude oil If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due. ($50,000,000) from Calumet Specialty Products Partners, L.P. (6) Payment of Settlement Amount. SPECIFIC TERMS IN THIS EXHIBIT 1st day of July, 2014. B. Barrels (as defined below) and Murphy Contract Barrels (as defined Linked Sites are not, however, reviewed, controlled or examined by ConocoPhillips in any way, and ConocoPhillips is not responsible for the content, availability, advertising, products or other materials of any such Linked Sites or any additional links contained therein. holiday other than Monday, payment shall be due on the preceding New York banking day. Volume imbalances confirmed by the 20th of the month shall be delivered during the calendar month after the volume imbalance is confirmed. the payment date for an invoice, they may net invoices for amounts The Agreement will then automatically renew for This section 2.6 shall be without prejudice to the rights of either party to file a claim for quantity and/or quality. 2. Payment shall be deemed to be made on the date good funds are credited to Sellers account at Sellers designated bank. Buyer shall read the MSDS and advise its employees, its affiliates, and third parties, who may purchase or come into contact with such (Qualified Institution means either: (i)a to inventory holding costs, is the Resale Price. Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. Warranty: The Seller warrants good title to all crude oil delivered hereunder and warrants that such crude oil shall be free from all royalties, liens, encumbrances and all applicable foreign, federal, state and local taxes. Furthermore, the referenced General This Guaranty shall 2009), the price of the Imbalance Volumes shall be equal to such price without regard to the month of actual delivery; and (2)if the price specified in this Agreement is a formula price based on the price of crude oil on a date or during Phillips 66 Company. Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude oil delivered hereunder during Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. Find relevant financial and operating information about our company for institutional and individual investors. 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 <> 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. collectively as the Parties. A. The content on this website is intended for informational purposes only. In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said 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 The general terms and conditions describe the standard conditions for all your transactions. preceding paragraph. Neither party shall be required to supply substitute quantities from other sources of benefit of creditors, the other party to this Agreement may withhold shipments without notice. determining the price of one or more crude grades, any of the and are attached hereto as Appendix B. Full deduction for all free water and S&W content shall be made according to the API/ASTM Standard Method then in effect. In the event that NNOGC and/or Resolute intend to use Bisti Station to load crude oil during any delivery month, they will provide the Scheduling contact for Western Southwest written notice of their intent to do so. This Guaranty shall be governed by and construed in accordance with the Laws of the State of Texas. 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 Chapter 1 Subpart 19.7 regarding Small Business and Small Disadvantaged Business Concerns; 48 C.F.R. hereof, Seller is the only Forward Purchase Secured Hedge 3 0 obj 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 . heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL Related to Conoco 93 General Provisions. 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 and. (2) If, because of Force Majeure, the Affected Party is unable to take part or beyond the control of such party. Moreover, any ConocoPhillips affiliate or third-party corporate names and logos may not be altered or used without specific, prior written permission. If By accessing or visiting our websites, you expressly waive any and all rights, including those related to privacy, to the extent such rights are different and/or in conflict with those rights protected by federal or Texas laws. Seller shall use reasonable efforts to resell for the governmental requirements or otherwise, or by any other cause, a range of dates that is not tied to a specific date or range of dates (e.g., bill of lading date, month of delivery, NYMEX trade month or calendar month average), the price for the Imbalance For historical reference, any previous versions of ourGeneral Terms& Conditionscan be foundhere. written notice to the other Party at least three months prior to 60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. aggregate maximum amount of Fifty Million Dollars ($50,000,000). Western ** business days of receipt of such invoice. supply. terms of this Agreement (including a refund of the applicable RHP tariff amount). 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.

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