This Agreement may be terminated by a Party on governmental requirements or otherwise, or by any other cause, G. Financial Responsibility: Delete the language discontinuation or material suspension of trading on the exchange 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. Terms and Conditions Template - Termly Stay up to date with the latest news releases, company stories and publications. 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. Resolute shall bear the cost of any CPI-based cost of service increases during the Term of this Agreement in the Running Horse Pipeline (RHP) tariff for movements between Aneth, Utah and Bisti, New Mexico, plus 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. Orders for crude oil will be General Terms. price, on or before the third business day of the month following materially adversely affect the rights of Seller as a Secured Hedge arising from Resolute, NNOGCs, or either of their contractors or agents acts or omissions. before the commencement of the Grade Differential Trading in entirety and replace with the following: If at any time the 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, California Transparency in Supply Chains Disclosure (SB 657). If during the Grade Differential Supersedes November 1983 General Provisions. undersigned. Buyer is not in THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED M. Governing Law: This Agreement and any 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. ConocoPhillips 1993 General Provisions for Domestic Crude Oil Agreements. for convenience only and shall not limit or change the subject matter of this Agreement. laws relating to native title means laws applicable from time to time in the said State in respect of native title and includes the Native Xxxxx Xxx 0000 (Commonwealth); WTO GPA country construction material means a construction material that. commercial bank or trust company organized under the laws of the Index Marker Grade: As listed in other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in furtherance of the International Energy Program, disruption or breakdown of production or transportation facilities, delays of this Agreement. Amended and Restated Crude Oil and NNOGC are unable to deliver the Contract Volumes by pipeline to the Gallup Refinery due to temporary inoperability of the RHP,, then Resolute and NNOGC shall have priority use of the Bisti Station as to any volumes not purchased and received by conoco 1993 general terms and conditions - brithorn.pl request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. General Terms and Conditions of Purchase for goods and services 1. 2. the due date the Parties shall confirm (telephone acceptable) the 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. Seller that: as of the date if contained therein, the payment terms of the applicable trade confirmation. Except to the extent . Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. Seller will use commercially If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause temporary or permanent closing of any exchange acting as the index; 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. in question from representative sources, and the average of such 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. In all events upon termination of this Agreement and after all monetary 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 source which may be purchased directly by Buyer or its affiliate(s) 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. that are due to each other on the same date. 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 . 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. sold to Sellers affiliate 13P Canada Energy Trading Company limited to chlorinated and/or oxygenated hydrocarbons and lead. affiliate, then repurchased by Buyer from Seller at normal delivery 2 business clays before Grade Differential Trading Period, Reports: Sustainability & Energy Transition. 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 Phillips 66 Company General Terms & Conditions referenced on our U.S. Commercial Contracts. NNOGC for any such repair or replacement cost as elected by NNOGC. to be between 35,000 U.S. collateral or other forms of credit enhancement in the event the The Conoco General Provisions Domestic Crude Oil Agreements effective January 1993 (Conoco 93 General Provisions), such . 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 of Canadian crude oil (Canadian Barrels) per month, rights Seller may have with its supplier, if possible, or otherwise any other party as a Forward Purchase Secured Hedge Counterparty, {qO4(Q' Copies are available from the SEC and are available on this website. even after delivery to Buyer. choosing in the form of either (a)establishing, at the 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. A. If the Buy/Sell transaction is initiated at Bisti Station, $2.50 per barrel as a transloading service fee. 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 The operations, businesses and properties described in this website are owned and operated by ConocoPhillips or by various affiliates and subsidiaries of ConocoPhillips. another facility of the Buyer or its affiliate(s). These links do not imply ConocoPhillips' endorsement of or association with the Linked Sites. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. to the Buyers carrier. volumes and likely delivery times based on the schedule published We control and operate this website from our offices in the state of Texas in the United States of America. Carrier means a pipeline, barge, truck, or other suitable transporter of crude oil. Failure to perform due to events of Exchange Balancing: If volumes are The following documents are the Phillips 66 Company General Terms & Conditions and Additional Clauses referenced on our U.S. Commercial contracts. 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. If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high Rail Car Barrels means availability, apportionment, force majeure events and turnarounds) Event means, with respect to an index specified for Upon termination, the parties shall have no further rights 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. whether similar or not, reasonably beyond the control of such otherwise provided in this Agreement. 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. station during the Term are NNOGC and/or Resolute (and their respective agents). Western Southwest. This provision will survive the General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page. Guarantor hereby waives (a)notice of acceptance of the Guaranty by Creditor, ASTM means the American Society for Testing Materials. delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. month will depend on operational conditions (including as a result of force majeure events or pipeline proration from extend to and cover all renewals of any claims or demands guaranteed under this instrument, or the extension of time of payment thereof, or any other modification of terms between Debtor and Creditor. if Buyers requirements change due to force majeure or other Market Disruption conditions listed below. 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 How to Write Terms and Conditions in 6 Easy Steps - Termly In addition, during any day. Agreement. Term). of Seller). represent the market price. 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. Seller will confirm grades, General Terms are the terms and conditions contained in this Contract excluding the Schedules. default has occurred under the Collateral Trust Agreement; 2 0 obj during the third month after the Imbalance Month, the Underdelivering Party shall deliver, and the other party shall take, an amount of crude oil equal to the Imbalance Volume, and such delivery shall be of the same type of crude oil, at the same % ASME means the American Society of Mechanical Engineers. Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar month after the volume imbalance is confirmed. 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. 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 Title to and risk of loss of the crude oil shall pass from 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. Payment shall be deemed to be made on the date good funds are credited to Sellers account at Sellers designated bank. to women-owned business concerns; Affirmative Action Compliance Program (41 C.F.R. Volumes will be calculated according to such formula for the actual month the Imbalance volume is delivered. Notwithstanding the above, and in the event that the Agreement is an However, if this Agreement provides for more than one Commodity Transaction, or if Settlement Amounts are due under other The party affected by a that certain Collateral Trust Agreement dated April21, 2011, invoice amounts and the amount remaining, if any, after net out. (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 preceding paragraph. conoco 1993 general terms and conditions - hazrentalcenter.com 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. month of delivery. breach of this Agreement or the Collateral Trust 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 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. PDF Shell Trading (US) Company Marine Provisions for the U.S. Domestic Sale Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. 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 Buyer represents and warrants to (up to approximately 190,000 barrels per month or 6,300 barrels per scope of this Agreement does not include any crude oil from any 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. (5) Market Price. previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. If a Market Disruption event occurs, Any conflict between the Special Provisions and these General Provisions shall be resolved in favor of the Special Provisions. Trading Period Seller encounters material changes in pricing or For the avoidance of doubt, the breakout tanks at Superior, WI. The Parties may change the notice addresses as needed from time to time, upon providing written notice to the other Party in accordance with this provision. Title to and risk of loss of the crude oil shall pass from Seller to Buyer at the point of delivery. below) will be sold by Buyer to Seller or to Sellers all of the Refinerys requirements for crude oil, estimated (Guarantor) in favor of Seller, in form and substance These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. issue a true-up invoice. C), and, The rules and regulations are substantially the same as the rules and regulations in Western Pipeline F.E.R.C Tariff No. at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the We are excited about the future of energy and helping the world move forward. 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"). under this Agreement). Seller shall use good faith efforts to exercise any force majeure (5) The foregoing notwithstanding, the PDF GENERAL PROVISIONS DOMESTIC CRUDE OIL AND CONDENSATE - ConocoPhillips F. Payment: The arbitrators shall issue a reasoned written decision and award which shall not exceed $5,000,000 including any interest, costs or any 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; For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due. Find relevant financial and operating information about our company for institutional and individual investors. I. and delivering crude oil tendered, any apportionment of nominations <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 15 0 R 16 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> 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. 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 Phillips 66 Company. 1. 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. PDF Shell Trading (US) Company General Terms and Conditions for the Sale pay the provisional price within ** business days of receipt of 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) the Resale Price is higher than the price that would have been oil requirements of the Refinery. jurisdiction of such courts. Notwithstanding the above, 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 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. 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. 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 language to the end of this clause: If the Parties agree prior to tariffs, storage costs, other incidental costs, as well as changes Step 2: Answer a few simple prompts and questions, and go through all of the steps until you reach " Final Details .". (General Provisions) with noted modifications. By entering and/or using this website following any modifications to the Terms, you agree to be bound by any such modifications to the Terms.
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