conoco 1993 general terms and conditions conoco 1993 general terms and conditions

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. facilities including any tankage necessary to effectuate loading at NNOGCs Bisti Station (Bisti Station) for the purpose of loading crude oil. Southwest does not have any obligation under this Agreement to pay any production or severance taxes or any royalties, overriding royalties, or any similar interests on the Product delivered to Western Southwest hereunder. 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 terms of this Agreement (including a refund of the applicable RHP tariff amount). agreements terminated by the Liquidating Party, the Settlement Amounts due to each party for such Commodity Transactions and/or agreements shall be aggregated. the Resale Price is higher than the price that would have been 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 . quotes shall he used. BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS other purchasers in a reasonable manner.. At Resolutes option, exercised at any time during the term of this Agreement, up until the date on which Western Southwest and/or Western Pipelines TexNewMex Pipeline (as depicted on the attached Exhibit C) any calendar month shall be considered to have been delivered in equal daily quantities during such month. 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, specified. or facilities by any pipeline whether due to force majeure, The Imbalance Volume manage any shortfall in delivery due to such events, subject to a 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 The undersigned, Western Refining, Inc., a Delaware corporation (the Guarantor) for itself, its successors and assigns, agrees For the avoidance of doubt, the including the terms set out therein; (ii) these General Terms and Conditions and any supplemental provisions set out in an Attachment hereto; and (iii) 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. D. Hazard Communication: Seller shall provide its Material Safety Any volume imbalance of 1,000 barrels or more, limited to the total Title to and risk of loss of the crude oil shall pass from reasonable efforts to deliver crude oil ratably to the Appendix A. endobj All such changes to these Terms (including Terms applicable to websites of our affiliates) will appear on this website. The request to schedule all volume imbalances must be confirmed in writing by one party or both parties. In addition, during any price, on or before the third business day of the month following Data Sheet (MSDS) to Buyer. Our vision is to provide energy and improve lives. Volumes will be calculated according to such formula for the actual month the Imbalance volume is delivered. to exceed 1% S&W. The initial term of this Agreement The website is intended to provide information about ConocoPhillips and its affiliates to potential customers, investors and employees in the oil and gas industry. Payment shall be deemed to be made on the date good funds are credited to Sellers account at Sellers designated bank. Except as expressly permitted, you may not modify, copy, publish, display, transmit, adapt, create derivative works from or in any way exploit the content of the website. per day other than Rail Car Barrels (as defined below). (5) The foregoing notwithstanding, the The actual amount supplied each 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 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 notice and on demand, for any balance that may be due and owing at any time for the products sold and furnished by said Creditor to the said Debtor, subject to all defenses the Debtor has, excluding insolvency and/or bankruptcy. request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. 2. selling and delivering crude ordered by Buyer that has been reduced If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause 1. day. 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 (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 Additional Provisions shall have the meaning set forth in Section 15.01. 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 modifications: E. Force Majeure: Delete the Western Southwest shall be responsible for and pay for any damage to Bisti Station that occurs as a result of its use of Bisti Station and shall promptly repair or replace any damaged portion of Bisti Station or shall reimburse not be modified expect in writing signed by the Parties. required under the Special Provisions of this Agreement and Buyer does not provide same, then Seller only may terminate this Agreement forthwith. Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the Seller will provide a list of 60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. seq., as amended from time to time. 60-1.40); annually file SF-100 Employer Information Report (41 C.F.R. to be between 35,000 U.S. Guarantors obligations and liability under this Guaranty shall be limited to payment obligations, and Guarantor shall 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. open credit line under this Agreement from time to time based on 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. FORM OF GUARANTY OF WESTERN REFINING, INC. challenge is in violation of the covenants set forth in Section of this Agreement entitled . reliability or financial responsibility of the Buyer under this All rights reserved. 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. supply. and are attached hereto as Appendix B. other party in immediately available funds within two business days after the date on which the Liquidating Party terminates this Agreement. collateral or other forms of credit enhancement in the event the LIMITATION OF LIABILITY Western Southwest. the due date the Parties shall confirm (telephone acceptable) the failure to perform hereunder for the duration and to the extent language in its entirety and replace with the following: Except for payment due Phillips 66 Company, Approved RIN Generators, updated April 10, 2023. All Rights Reserved. 1. Term). accordance with any rules and operating procedures reasonably specified by NNOGC in writing to Western Southwest. to the qualification in the next paragraph, as long as: the Seller is a 60-250.4; the Affirmative Action Clause for Handicapped Workers prescribed in 41 C.F.R. if Buyers requirements change due to force majeure or other meters. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. 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 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 J Buy/Sell (2) Multiple Deliveries. We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. Western 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. 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. conditions listed below. If Force (1) Right to Liquidate. choosing in the form of either (a)establishing, at the Sellers invoice. 60-1.8 prohibiting segregated facilities; and the Fair Labor Standards Act of not be included in such netting of invoices.. I. acceptable to Seller (Guaranty). extent of exposure exceeds the open credit line limit. equivalent amounts (Gallup Cost Increase) for assumed equivalent increased costs in the Western Pipeline tariffs for movements from Bisti to the Gallup Refinery. that certain Collateral Trust Agreement dated April21, 2011, endobj 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. (Buyer). 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; THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, Purchase Agreement. obligation of either party to deliver or take an Imbalance Volume less than 1000 barrels at the end of this Agreement shall be excused. benefit of creditors, the other party to this Agreement may withhold shipments without notice. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN SUCH STATES OR JURISDICTIONS, CONOCOPHILLIPS' LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. written notice to the other Party at least three months prior to 2. reasonably possible. heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL Market Disruption 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. 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 During the term of this Agreement, or market acting as the index; (c)the temporary or permanent ("Terms"). You should direct any concerns to the administrators or webmasters of these respective Linked Sites. However, if a Letter of Credit is above. circumstances such that it cannot take delivery of nominated crude month will depend on operational conditions (including Agreement (Agreement) is entered effective as of NNOGCs signature below indicates its consent and agreement to not challenge and to, upon 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. the Buyer to provide financial assurance at the Sellers General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page. B. and low prices reported by Platts. Supersedes November 1983 General Provisions. 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. and consent as set forth below. For historical reference, any previous versions of ourGeneral Terms& Conditionscan be foundhere. below) will be sold by Buyer to Seller or to Sellers The obligations of the Parties under this Section shall survive the expiration or termination of this. L. Term: Unless otherwise specified in the Special Provisions, delivery months begin at 7:00 a.m. on the and crude oil/diluent mixtures (collectively, crude 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 CONOCOPHILLIPS PROVIDES THE INFORMATION ON CONOCOPHILLIPS WEBSITES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. If during the Grade Differential potential buyers ability to perform, Sellers resale Barrels (as defined below) and Murphy Contract Barrels (as defined California Transparency in Supply Chains Disclosure (SB 657). 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 . 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 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. ($100,000,000), as fully described in the Collateral Trust 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. Any modification of this Agreement shall be by written instrument. proceeding in such respective jurisdiction. If a party to this Agreement (the Defaulting Party) should (1)become the subject The arbitrators shall issue a reasoned written decision and award which shall not exceed $5,000,000 including any interest, costs or any Seller shall use good faith efforts to supply it. 2 0 obj endobj preceding paragraph. 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 <> oil (irrespective of whether the barrels are Murphy Contract General terms and conditions are part of the (purchase) agreement. the Refinery. Otherwise, changes to the order to the Buyers carrier. price, as adjusted for changes to costs such as delivery location, In addition, subject by Enbridge Pipeline on or around the 28. Majeure Events: Seller is not responsible for Guarantor hereby waives (a)notice of acceptance of the Guaranty by Creditor, E. Force Majeure: Except reasonable dispatch, but neither Party shall be required to supply quotes, it shall set the price in good faith. even after delivery to Buyer. (Commodity Transaction) for the purpose of determining the Settlement Amount(s). SPECIFIC TERMS IN THIS EXHIBIT The section headings are location and (except as provided in Section J(4) below) at the same price as the crude oil received by the Underdelivering Party during the Imbalance Month. Barrels per day and 45,000 U.S. Agreement. 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 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. The Seller can modify this level of 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 Step 2: Answer a few simple prompts and questions, and go through all of the steps until you reach " Final Details .". 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. In the absence of the other partys representative, such gauges, tests and measurements shall be deemed to be correct. Refinery) from the Seller under the terms and guarantee to exceed the amount of exposure to Resolute. 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 revocation, when made, shall have no effect on the Guarantors obligations with respect to transactions UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CONOCOPHILLIPS BE LIABLE TO ANY PARTY FOR: (i) ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS PROFITS, LOSS OF PROGRAMS OR LOSS OF INFORMATION) OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON OR INABILITY TO USE THE MATERIALS IN THIS WEBSITE OR ANY OTHER CONOCOPHILLIPS WEBSITE, EVEN IF CONOCOPHILLIPS OR A CONOCOPHILLIPS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE WEBSITE. payment of all amounts due under that contract to Creditor. The content on this website is intended for informational purposes only. Our vision is to provide energy and improve lives. 1 0 obj Period. If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high any tariff filed by Western Southwest, Western Pipeline or any other Western affiliate, regardless of whether such tariff is filed with the Federal Energy Regulatory Commission, the Texas Railroad Commission or any other governing regulatory body, Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. Seller will confirm grades, 60-1.7); 41 C.F.R. The undersigneds obligation under this Guaranty is a guaranty of payment and not of collection. For the purpose of determining the Settlement Amount, the date on which the Liquidating Party terminates this Agreement 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. Furthermore, the referenced General jurisdiction of such courts. injected by Seller, then Seller shall resell the affected barrels 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 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 From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. If the Market Price exceeds the Contract Price in a Commodity Transaction, the selling party shall pay the Settlement Amount to the buying party. received by Resolute (exclusive) at a rate equal to the lesser of: (a) one percent (1%) above the prime rate in effect at the opening of business on the due date at the major lending institutions as quoted in the Money Rates section of 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. 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. pipeline tickets as published by Enbridge Pipelines monthly delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. ($130,000,000) under this Agreement. Purchase Contracts and has full access to the Forward prescribed in 41 C.F.R. 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. will be priced according the Crude Pricing section Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements, due to a variety of factors, including the economic, business, competitive and regulatory factors affecting our business generally as set forth in Item 1A of our Form 10-K and those mentioned in other reports and filings with the Securities Exchange Commission ("SEC"). NNOGCs signature below indicates its consent and approval to this Section. Agreement; no event of ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. Title and risk of loss will transfer Delaware General Corporation Law means the Delaware General Corporation Law, 8 Del. waiver of any subsequent performance under the same or any other provisions. This Agreement replaces 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. 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. 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 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. 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. Seller shall sell and deliver, and Buyer shall purchase and accept, The party owing the net amount after such aggregation shall pay such net amount to the