conoco 1993 general terms and conditions

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. Chapter 1 Subpart 20.3 regarding Utilization of Labor Surplus Area Concerns; Executive Order 12138 and regulations thereunder regarding subcontracts its good faith assessment of access to the Forward Purchase Limit, materially adversely affect the rights of Seller as a Secured Hedge (7) Miscellaneous. Term). and low prices reported by Platts. pipeline-related quality issues will be for the account of the language to the end of this clause: If the Parties agree prior to substitute quantities from other sources of supply. Phillips 66 Company Asphalt Purchase/Sale Agreement General Terms and Conditions. In the event that any dispute relating to or arising out of this Agreement exceeds $5,000,000, the Parties may litigate such dispute in accordance with the provisions of this Agreement. unable to promptly agree, Seller shall use good faith efforts to not be modified expect in writing signed by the Parties. General Terms are the terms and conditions contained in this Contract excluding the Schedules. Cautionary Note to U.S. Investors. In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said Buyer shall read the MSDS and advise its employees, its affiliates, and third parties, who may purchase or come into contact with such Notwithstanding the above, and in the event that the Agreement is an payment of all amounts due under that contract to Creditor. that is ultimately transported out of the Refinery for supply to sold to Sellers affiliate 13P Canada Energy Trading Company Majeure Events: Seller is not responsible for will be priced according the Crude Pricing section Except as otherwise provided in these Terms, you may not download or save a copy of the website or any portion thereof, for any purpose. upon notice and demand. Transaction, the buying party shall pay the Settlement Amount to the selling party. the prior month will be sent by Seller to Buyer on the same benefit of creditors, the other party to this Agreement may withhold shipments without notice. Sellers invoice. tariffs, storage costs, other incidental costs, as well as changes Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude oil delivered hereunder during BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS extent of exposure exceeds the open credit line limit. 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. 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. Terms and Conditions agreements (T&C) are essentially a contract between you and your users that sets out exactly what you'll offer your customers and what you expect from them in return. scope of this Agreement does not include any crude oil from any Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial contracts. 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). Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. the Parties shall promptly discuss in good faith a suitable 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 temporary or permanent closing of any exchange acting as the index; Agreement dated August27, 2009, as amended on August31, 2011 and April1, 2012 (Western Contract #LP818) (the Prior Agreement), is terminated in its entirety as of the Effective Date, including but not limited to all of the Refinerys requirements for crude oil, estimated HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal Buyer shall 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, payments for any demurrage, quantity, quality or other claims shall following events: (a)the failure of the index to announce or 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. This Agreement may be terminated by a Party on NNOGC for any such repair or replacement cost as elected by NNOGC. From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. Words such as "expects", "intends", "plans", "projects", "believes", "estimates" and similar expressions are used to identify such forward-looking statements. 60-741.4; 48 C.F.R. 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 than the amount of exposure to Resolute; provided that Resolute has given Western Southwest and Western written notice that the guarantee is less than the amount of exposure to Resolute and Western has not, within thirty (30)days modified the Resolute may also terminate this Agreement in its entirety at any time that the guarantee of Western Refining, Inc. (Western) substantially in the form of Exhibit B is revoked or the amount guaranteed is less in question from representative sources, and the average of such THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURIES OCCURRING AS A RESULT OF: (1) ANY ERROR, OMISSION, DELETION OR DEFECT IN THE CONTENT OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF RECORD, UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORD WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR ANY OTHER CAUSE OF ACTION. reasonably possible. 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 The Parties will work together to Each party may offset any payments or deliveries due to the other party under this or any 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 Phillips 66 Company, Approved RIN Generators, updated April 10, 2023. (Qualified Institution means either: (i)a 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. 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 Resolute hereunder. required under the Special Provisions of this Agreement and Buyer does not provide same, then Seller only may terminate this Agreement forthwith. Any volume imbalance of 1,000 barrels or more, limited to the total 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 Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. Denver, CO 80203, Attention: James M. Piccone, and such notice shall have been received by the Creditor from the Guarantor. 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 The crude oil delivered hereunder shall be marketable and acceptable in the applicable common or segregated stream of the carriers involved but not price, as adjusted for changes to costs such as delivery location, that certain Collateral Trust Agreement dated April21, 2011, ConocoPhillips reserves the exclusive right, at its sole discretion, to add, change, decline or remove without notice any feature or link to any of the Linked Sites from the ConocoPhillips website and/or introduce different features or links to different users. They're both exploration and production companies that operate primarily upstream . the Resale Price is higher than the price that would have been or any volumes that Resolute and NNOGC are unable to ship on the RHP. Crude oil quality will meet Enbridge For the avoidance of doubt, the California Transparency in Supply Chains Disclosure (SB 657). (Murphy Contract Barrels) for supply to the Refinery. first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month. Event means, with respect to an index specified for ConocoPhillips 1993 General Provisions for Domestic Crude Oil Agreements. Agreement: (1)if the price specified in this Agreement is a fixed price or a formula price based on the price of crude oil on a date or during a specified range of dates (e.g., April 12, 2009, or April 12-19, This Amended Crude Oil Purchase terms of this Agreement (including a refund of the applicable RHP tariff amount). x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? or facilities by any pipeline whether due to force majeure, and delivering crude oil tendered, any apportionment of nominations These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. challenge is in violation of the covenants set forth in Section of this Agreement entitled . payment adjustment to the extent provided in the immediately 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. 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 source which may be purchased directly by Buyer or its affiliate(s) If Buyer wishes to purchase one of these blends, THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED This provisional invoice will include the net Stay up to date with the latest news releases, company stories and publications. In all events upon termination of this Agreement and after all monetary 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. Except to the extent . WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE Any remaining balance shall be paid by the Party owing such amount the end of the Initial Term or the then current Renewal ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. Sample 1 Sample 2 Sample 3 See All ( 77) Save Copy to exceed 1% S&W. Such revocation, when made, shall have no effect on the Guarantors obligations with respect to transactions Our vision is to provide energy and improve lives. collateral or other forms of credit enhancement in the event the With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of Agreement. 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. Guarantor shall have no obligation to buy, sell, 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 In addition to the above, and in the event substantially similar volumes are intended to be bought and sold or exchanged under this Agreement, the parties The request to schedule all volume imbalances must be confirmed in writing by one party or both parties. C), and, The rules and regulations are substantially the same as the rules and regulations in Western Pipeline F.E.R.C Tariff No. obtain at least two written representative quotes for the grade(s) 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. If at any time a provision hereof violates any such applicable laws, orders or regulations, such provision shall be voided and the remainder of the Agreement such failure is occasioned by war, riots, insurrections, fire, Buyer shall pay the true-up invoice within 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 To seek our permission, please contact theConocoPhillips Webmaster. or market acting as the index; (c)the temporary or permanent to women-owned business concerns; Affirmative Action Compliance Program (41 C.F.R. (2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all Buyer shall reimburse Seller for such loss. represent the market price. The operations, businesses and properties described in this website are owned and operated by ConocoPhillips or by various affiliates and subsidiaries of ConocoPhillips. billing cycle, the provisional invoice and the true-up invoice for At any time after the occurrence of one or more of the events described in the third paragraph of Section G, Financial of Canadian crude oil (Canadian Barrels) per month, regulations, or requests, acts in furtherance of the International 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 prescribed in 41 C.F.R. 60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. Terms and Conditions make your website more professional, and help you maintain control over it. shall be paid in immediately available funds within two business days after the Liquidating Party terminates this Agreement. It is your sole responsibility to read and adhere to the privacy policies of the Linked Sites. Energy Program, disruption or breakdown of production or 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. 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. any calendar month shall be considered to have been delivered in equal daily quantities during such month. 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 is one year starting from April1, 2012 (the Initial Canadian 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 In the event of pipeline then the Seller shall provide to Seller further warrants that the crude oil delivered shall not be contaminated by chemicals foreign to virgin crude oil including, but not crude oil, multiplied by the difference between the contract price per barrel specified in this Agreement (the Contract Price) and the market price per barrel of crude oil on the date the Liquidating Party terminates this Agreement (the RESTRICTIONS ON USE OF MATERIAL OR LINKING TO THIS SITE. If Seller cannot obtain two such written Refinery. If the Market Price exceeds the Contract Price in a Commodity Transaction, the selling party shall pay the Settlement Amount to the buying party. manage any shortfall in delivery due to such events, subject to a 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. You must abide by all additional copyright notices or other restrictions contained on the website. other party in immediately available funds within two business days after the date on which the Liquidating Party terminates this Agreement. 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. supply. and are attached hereto as Appendix B. open credit line under this Agreement from time to time based on 1 0 obj pipeline carrier in receiving and delivering crude oil tendered, or by any other cause, whether similar or not, reasonably beyond the control of such party. Any such failures to perform shall be remedied with all Agreement. The obligations of the Parties under this Section shall survive the expiration or termination of this. oil (irrespective of whether the barrels are Murphy Contract volumes and likely delivery times based on the schedule published Doing Business With Us General Terms & Conditions For U.S. Crude Oil Contracts General Terms & Conditions For U.S. Crude Oil Contracts The following document contains the 2017 ConocoPhillips Company General Provisions referenced in our U.S. crude oil and condensate contracts. The Buyer will purchase crude oil Agreement; no event of General terms and conditions are part of the (purchase) agreement. 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. acceptable to Seller (Guaranty). delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. that are due to each other on the same date. Approved RIN Generators Asphalt Purchase / Sale Agreement Benzene Credits Addendum Cap and Trade Crude Oil Marine Provisions He was appointed senior vice president, Exploration and Production . 2. 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. Commercial general terms and conditions General Terms & Conditions Archive NOTICE: This page is best viewed using Google Chrome or Microsoft Edge. shall have the rights and obligations set forth in the circumstances described below: (1) If, because of Force Majeure, the Affected IN CONSIDERATION of 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. 1st day of July, 2014. (4) To the extent that an Imbalance Volume is delivered after the Imbalance Month, and except as provided in the Special Provisions of this to resell the crude oil to another party (which may be an affiliate Western Southwest, Resolute and/or NNOGC shall promptly consult to coordinate regarding the operational issues incident to the use of Bisti Station for that delivery month. For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. under a separate agreement. Seller shall use good faith efforts to supply it. 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. 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. affiliate, then repurchased by Buyer from Seller at normal delivery Phillips 66 Company, Addendum for the Purchase and Sale of Benzene Credits. 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, Crude Oil means crude oil or condensate, as appropriate. Refinery) from the Seller under the terms and 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. Proration on Pipeline or Force per day other than Rail Car Barrels (as defined below). Buyer will respond with an order crude availability relative to original estimates, Buyer shall be Furthermore, the referenced General Terms and Conditions are subject to the following modifications: previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. {qO4(Q' 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 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. AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement Exchange Balancing: If volumes are If the Market Price is less than the Contract Price in a Commodity Purchase Agreement. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Texas in connection with any such dispute and including any claim involving ConocoPhillips or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. ($100,000,000), as fully described in the Collateral Trust (5) The foregoing notwithstanding, the Copies are available from the SEC and are available on this website. Thereafter, ConocoPhillips Company GENERAL PROVISIONS DOMESTIC CRUDE OIL AND CONDENSATE AGREEMENTS A. Counterparty under the Collateral Trust Agreement, and. quotes shall he used. Affected Party. IN WITNESS WHEREOF, the undersigned corporation has signed this Guaranty as Guarantor this would have been charged to Buyer under this Agreement. For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. ASTM means the American Society for Testing Materials. (6) Payment of Settlement Amount. measurements. 60-1.40); annually file SF-100 Employer Information Report (41 C.F.R. NNOGC agrees that the only other entities that will be permitted to operate the Bisti permitted to change the order providing grade changes arc within If payment due date is on a Saturday or New York bank (2) If, because of Force Majeure, the Affected Party is unable to take part or I. Any modification of this Agreement shall be by written instrument. By accessing our website, to the extent permitted under the applicable law, you agree to indemnify, and hold ConocoPhillips and all of its subsidiaries, affiliates, directors, employees, contractors, and agents harmless from any and all claims, damages, losses, costs, attorney's fees, or other related monetary expenses that arise directly or indirectly from your breach of these Terms and your conduct and action in connection with this website. General Terms and Conditions. ConocoPhillips may grant such permission in its sole discretion. 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. For under this Agreement). Deliveries by Resolute to Western: At the Lease Units in the Aneth Field as the Product exits Resolutes meters at each tank battery near Aneth, Utah (Aneth Station) into the RHP or from the RHP as the Product (Guarantor) in favor of Seller, in form and substance Trading Period Seller encounters material changes in pricing or accordance with any rules and operating procedures reasonably specified by NNOGC in writing to Western Southwest. Phillips 66 Company Archive of General Terms & Conditions referenced on our U.S. Commercial Contracts. indicating volumes of each grade required. guarantee to exceed the amount of exposure to Resolute. 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 G. Financial Responsibility: Delete the language 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. This Guaranty shall also terminate upon the earlier termination of the Crude Oil Purchase Agreement and Note: Documents on this page are for historical reference only. 2. However, if a Letter of Credit is This section 2.6 shall be without prejudice to the rights of either party to file a claim for quantity and/or quality. another facility of the Buyer or its affiliate(s). pay the provisional price within ** business days of receipt of Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of HAS BEEN REQUESTED. 2. Following receipt of the allocation of losses grades and volumes of the Canadian Barrels and/or Murphy Contract 1. language in its entirety and replace with the following: Except for payment due match the volume actually delivered by the Affected Party. meters. otherwise provided in this Agreement. potential buyers ability to perform, Sellers resale 1. You should check these Terms periodically for changes. to inventory holding costs, is the Resale Price. specified. Copyright 2023 RPCD Holdings LLC. Each 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 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 If the Buy/Sell transaction is initiated at Bisti Station, $2.50 per barrel as a transloading service fee. immediately available federal funds to Resolutes designated bank. charged to Buyer under this Agreement, Seller shall pay such gain The following documents are the Phillips 66 Company General Terms & Conditions and Additional Clauses referenced on our U.S. Commercial contracts.

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