Title to and risk of loss of the crude oil shall pass from Seller to Buyer at the point of delivery. Exchange Balancing: If volumes are affiliate, then repurchased by Buyer from Seller at normal delivery
General Terms and Conditions: Except as specifically detailed heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement and are attached hereto as Appendix B. R. Definitions: When used in this Agreement, the terms listed below have the following meanings: API means the American Petroleum Institute. If the crude oil has not yet been delivered,
Counterparty thereunder. 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. (5) Market Price. ConocoPhillips Company operates this website (the "website") as a service to its customers, suppliers, employees, retirees and community neighbors, subject to the following terms and conditions of use and all modifications thereto, in addition to guidelines that may be published from time to time by ConocoPhillips. If a Market Disruption event occurs,
force majeure situation (the Affected Party) shall take commercially reasonable steps to ameliorate the cause of such force majeure event to enable it to resume performance during the term of this Agreement. YOU MAY NOT ACCESS OR OTHERWISE USE THIS WEBSITE IF, AT ANY TIME, YOU DO NOT AGREE TO THESE TERMS. otherwise provided in this Agreement. 1. Canadian
Western represent the market price. Barrels
rights hereunder without the written consent of the other party unless such assignment is made to a person controlling, controlled by or under common control of assignor, in which event assignor shall remain responsible for nonperformance. Guarantor hereby waives (a)notice of acceptance of the Guaranty by Creditor, laws, tariffs, rules, regulations, and sound, workmanlike and prudent practices common to the pipeline industry. terms and conditions set forth herein. Event means, with respect to an index specified for
shall make up deliveries of the stored volumes as soon as practicable following restoration of service. 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. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. 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 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 The Buyer will purchase crude oil
CONOCOPHILLIPS DOES NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES OR (2) THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. Data Sheet (MSDS) to Buyer. These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. Copies are available from the SEC and are available on this website. and. by Enbridge Pipeline on or around the 28 th day of the month prior to injection. day. A. Copyright 2023 RPCD Holdings LLC. other amount. (4) Termination Date. General Terms and Conditions: Except as specifically detailed heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement and are attached hereto as Appendix B. (General Provisions) with noted modifications. reliability or financial responsibility of the Buyer under this
General Terms and Conditions. Force Majeure shall not extend the terms of this Agreement. 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, Chapter 1 Subpart 20.3 regarding Utilization of Labor Surplus Area Concerns; Executive Order 12138 and regulations thereunder regarding subcontracts Western Southwest shall not have any obligation to operate Bisti station for NNOGC or Resolute. agreements, whether oral or written, are superseded by and merged into this Agreement. is connected to Western Pipelines Delaware Basin Pipeline System (as depicted on the attached Exhibit B), and operational, such that shipments can be made from Bisti Station to Mason Station, Resolute may elect to initiate a Buy/Sell stream
For the avoidance of doubt, the
Sample 1 Sample 2 Sample 3 See All ( 77) Save Copy D. Hazard Communication: Seller shall provide its Material Safety General Terms. Please note that your use of the website may be subject to other local, state, national and international laws. from Enbridge Pipeline and final crude Oil pricing, Seller shall
2 business clays before Grade Differential Trading Period,
General Terms and Conditions of Purchase for goods and services 1. (b)the failure of trading to commence or the permanent
challenge is in violation of the covenants set forth in Section of this Agreement entitled . Pipeline specifications. 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 Quality and volume will be based on
any calendar month shall be considered to have been delivered in equal daily quantities during such month. failure to perform shall not extend the term of this
the prior month will be sent by Seller to Buyer on the same
Volume being 8,000 barrels per day and the Additional Volume being 3,000 barrels per day (collectively, the Contract Volume). This Agreement replaces
breakout tanks at Superior, WI. 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. 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. 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. 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. <>>>
jurisdiction of such courts. such failure is occasioned by war, riots, insurrections, fire,
issue a true-up invoice. 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 Buyer shall
You will find that there are standard components included across several types of terms and conditions. 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. In all events upon termination of this Agreement and after all monetary 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) guarantee to exceed the amount of exposure to Resolute. language to the end of this clause: If the Parties agree prior to
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. 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. Term. 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 other purchasers in a reasonable manner.. 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. California Transparency in Supply Chains Disclosure (SB 657). 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. crude oil barrels purchased by Buyer and transported via rail car
Buyer shall reimburse Seller for such loss. Notwithstanding the above, and in the event that the Agreement is an net out shall be effective upon receipt of the balance due after
Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. 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 If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must terminate all Commodity Transactions under this Agreement. tariffs, storage costs, other incidental costs, as well as changes
Refinery) from the Seller under the terms and
then the Seller shall provide to
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. conditions listed below. (3) Settlement Amount. successive terms of one year each (each a Renewal
breach of this Agreement or the Collateral Trust
Except to the extent . payment of all amounts due under that contract to Creditor. 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. event of force majeure. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. %PDF-1.5
endobj
Responsibility, the other party to the Agreement (the Liquidating Party) shall have the right, at its sole discretion, to liquidate this Agreement by terminating this Agreement. notify Seller in writing at least ten days before the addition of
60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. following events: (a)the failure of the index to announce or
if Buyers requirements change due to force majeure or other
(6) Payment of Settlement Amount. Any such failures to perform shall be remedied with all reasonable dispatch, but neither party shall be required to supply substitute quantities from other sources of supply. G. Financial Responsibility: Notwithstanding anything to the contrary in this Agreement, should Seller reasonably believe it necessary to assure Terms and Conditions are subject to the following
Counterparty under the Collateral Trust Agreement, and. pipeline tickets as published by Enbridge Pipelines monthly
h&$,EWgYp+W^=EYxD@\0$+I In addition to the . Western Southwests 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. This Guaranty shall also terminate upon the earlier termination of the Crude Oil Purchase Agreement and Term). Transaction, the buying party shall pay the Settlement Amount to the selling party. to be between 35,000 U.S. representations or warranties. This section shall not limit the rights and remedies available to the Liquidating Party by law or under other provisions of 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; Trading Period Seller encounters material changes in pricing or
Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial contracts. The undersigned, Western Refining, Inc., a Delaware corporation (the Guarantor) for itself, its successors and assigns, agrees standby letter of credit opened by a Qualified Institution
potential buyers ability to perform, Sellers resale
Period. All the Sections in the General Provisions shall apply except insofar as any such Section is inconsistent with any of the specific terms herein. 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. If Seller cannot obtain two such written
Title and risk of loss will transfer
Amended and Restated Crude Oil
The website is intended to provide information about ConocoPhillips and its affiliates to potential customers, investors and employees in the oil and gas industry. This provision will survive the expiration or termination of this Agreement. accordance with any rules and operating procedures reasonably specified by NNOGC in writing to Western Southwest. In addition, certain presentations available for viewing were created as of the dates indicated on such presentations and ConocoPhillips expressly disclaims any responsibility for updating such presentations. 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 ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. SPECIFIC TERMS IN THIS EXHIBIT
This Guaranty supersedes and replaces any prior Guaranties signed by the undersigned parties or their predecessor entities, related to the same obligations hereunder. Any conflict between the Special Provisions and these General Provisions shall be resolved in favor of the Special Provisions. If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high 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. If a party to this Agreement (the Defaulting Party) should (1)become the subject 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. 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. 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. 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. 2 0 obj
written notice to the other Party at least three months prior to
For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. or facilities by any pipeline whether due to force majeure,
Parties effective October1, 2011. Words such as "expects", "intends", "plans", "projects", "believes", "estimates" and similar expressions are used to identify such forward-looking statements. The Buyer may be required to provide additional payments,
and consent as set forth below. Barrels per day and 45,000 U.S. acceptable to Seller (Guaranty). (2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all G. Financial Responsibility: Delete the language
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 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 alternate index or means of price determination. Buyer has posted a parent guaranty
60-1.7); 41 C.F.R. 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. Buyer purchases approximately 9,000
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 previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. This section 2.6 shall be without prejudice to the rights of either party to file a claim for quantity and/or quality. 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. Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. Agreement. P. Assignment: Neither party shall assign this Agreement or any Otherwise, changes to the order
apportionment, Seller shall apportion deliveries to Buyer and its
endobj
in question from representative sources, and the average of such
Additional Provisions shall have the meaning set forth in Section 15.01. source which may be purchased directly by Buyer or its affiliate(s)
Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, 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. (2nd)Banking Day following such request, an irrevocable
We are excited about the future of energy and helping the world move forward. proceeding in such respective jurisdiction. 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 become impaired or unsatisfactory, the Seller shall have the right
Seller shall use good faith efforts to exercise any force majeure
Seller shall issue a provisional
General Terms are the terms and conditions contained in this Contract excluding the Schedules. E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). cyclesa list of dates and typical transit times for various
before the commencement of the Grade Differential Trading
U.S. or a political subdivision thereof, (1. Any remaining balance shall be paid by the Party owing such amount
Term). 4 0 obj
(Buyer). Majeure Events: Seller is not responsible for
Market Disruption
(2) If, because of Force Majeure, the Affected Party is unable to take part or quantity of crude oil which the Declaring Party is obligated to deliver under the Agreement or associated contract, the other party (the Exchange Partner) shall have the right but not the obligation to reduce its deliveries of crude oil Purchase Limit of one hundred million dollars
60-250.4; the Affirmative Action Clause for Handicapped Workers prescribed in 41 C.F.R. Phillips 66 Company. FORM OF GUARANTY OF WESTERN REFINING, INC. determining the price of one or more crude grades, any of the
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. 2.7. shall be deemed to be (a)the date on which the Liquidating Party sends written notice of termination to the Defaulting Party, if such notice of termination is sent by telex or facsimile transaction; or (b)the date on which the Defaulting selling and delivering crude ordered by Buyer that has been reduced
immediately following calendar month, and the Imbalance Volumes confirmed after the 20th day of the Imbalance month to be delivered during the second calendar month after the Imbalance Month, except to the extent prevented by a new or continued transaction with Western Southwest on the following terms: Deliveries by Western to Resolute: As the Product passes the last flange of Western Southwests delivering facilities into the rail cars provided by Resolute at the rail facility that is owned and operated by Western Southwest 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 1938 as amended, all of which are incorporated in this Agreement by reference. (**). delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. All such changes to these Terms (including Terms applicable to websites of our affiliates) will appear on this website. crude availability relative to original estimates, Buyer shall be
If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause 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. 2. Thereafter, Buyer shall
1. (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 The party owing the net amount after such aggregation shall pay such net amount to the first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month. match the volume actually delivered by the Affected Party. Buyer. to Buyer. Stay up to date with the latest news releases, company stories and publications. of Canadian crude oil (Canadian Barrels) per month,
In that case, prior to
regulations, or requests, acts in furtherance of the International
not be included in such netting of invoices.. Our vision is to provide energy and improve lives. any other party as a Forward Purchase Secured Hedge Counterparty,
payment obligations of the said Debtor to the said Creditor whether on open account or evidenced by note, secured or unsecured, due and owing at the present time, or that may hereafter be due and owing by said Debtor to said Creditor, up to an Agreement (Agreement) is entered effective as of
and will be ordered by the Refinery. 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.
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