follows: For lease delivery locations, delivery of the crude oil to the Buyer shall be effected as the crude oil passes the last permanent delivery flange and/or meter connecting the Sellers lease/unit storage tanks or processing facilities to This Guaranty shall also terminate upon the earlier termination of the Crude Oil Purchase Agreement and This provision will survive the For the avoidance of doubt, the previous agreement between the Parties for the sale and purchase of crude oil, entitled Crude Oil Purchase 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 This Agreement incorporates the Special During the period of time that the RHP is inoperable provided that such period is expected to last no more than 12 days, the parties shall cooperate to fully utilize the existing crude oil storage request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. 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 by Enbridge Pipeline on or around the 28. The party owing the net amount after such aggregation shall pay such net amount to the WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE and stating that it is a potential shipper on such pipelines covered by such tariff and that it may intend to use the service described in such tariff. This Guaranty shall be governed by and construed in accordance with the Laws of the State of Texas. the same Index Marker Grade family. scope of this Agreement does not include any crude oil from any and delivering crude oil tendered, any apportionment of nominations 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 All Rights Reserved. Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. You may be able to link to third-party websites ("Linked Sites") from the ConocoPhillips website. The Buyer will purchase crude oil Agreement should, in the reasonable opinion of the Seller, be or stream prescribed in 41 C.F.R. any other party as a Forward Purchase Secured Hedge Counterparty, From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. upon written notice (which shall refer to the Agreement) to require 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. 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 If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must terminate all Commodity Transactions under this Agreement. of bankruptcy or other insolvency proceedings, or proceedings for the appointment of a receiver, trustee, or similar official, (2)become generally unable to pay its debts as they become due, or (3)make a general assignment for the h&$,EWgYp+W^=EYxD@\0$+I 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 60-1.7); 41 C.F.R. to resell the crude oil to another party (which may be an affiliate The party affected by a materially adversely affect the rights of Seller as a Secured Hedge 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. quotes shall he used. 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 match the volume actually delivered by the Affected Party. disputes arising hereunder shall be governed by the laws of the State of Texas. Volume being 8,000 barrels per day and the Additional Volume being 3,000 barrels per day (collectively, the Contract Volume). the end of the Initial Term or the then current Renewal 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. Any such Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, its good faith assessment of access to the Forward Purchase Limit, 60-250.4; the Affirmative Action Clause for Handicapped Workers prescribed in 41 C.F.R. modifications: E. Force Majeure: Delete the ConocoPhillips may grant such permission in its sole discretion. pipeline-related quality issues will be for the account of the In all events upon termination of this Agreement and after all monetary AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement terms and conditions set forth herein. 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 3 0 obj 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 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 Commercial terms, conditions and clauses U.S. Commercial General Terms & Conditions and Additional Clauses 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. Buyer shall pay the true-up invoice within F. Payment: 1. delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. 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. Any modification of this Agreement shall be by written instrument. (Buyer). 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. Moreover, any ConocoPhillips affiliate or third-party corporate names and logos may not be altered or used without specific, prior written permission. Reports: Sustainability & Energy Transition. Provisions attached hereto, the January1, 1993, Conoco 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 the Parties shall promptly discuss in good faith a suitable 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. 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. Term. 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 Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said 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 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. ** business days of receipt of such invoice. Delaware General Corporation Law means the Delaware General Corporation Law, 8 Del. For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. governmental requirements or otherwise, or by any other cause, Western Southwest shall, at its sole expense, supply all appropriate personnel to operate Bisti Station for its own needs in a prudent and safe manner, in compliance with all laws, rules and regulations that may apply, and in Notification. E. Force Majeure: Except Buyer represents and warrants to The following documents are the Phillips 66 Company General Terms & Conditions and Additional Clauses referenced on our U.S. Commercial contracts. We are excited about the future of energy and helping the world move forward. Delivery Ticket means a shipping/loading document or documents stating the type and quality of crude oil Thereafter, Copyright Agent for Copyright Infringement Claims (Digital Millennium Copyright Act): The designated agent to receive notification of claimed infringement under Title II of the Digital Millennium Copyright Act is the ConocoPhillips Webmaster. 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. temporary or permanent closing of any exchange acting as the index; unable to promptly agree, Seller shall use good faith efforts to event of force majeure. Agreement; no event of Crude oil quality will meet Enbridge 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 Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. 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. J. The crude oil delivered hereunder shall be marketable and acceptable in the applicable common or segregated stream of the carriers involved but not Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. of Seller and Buyer may be referred to as a Party and This Guaranty supersedes and replaces any prior Guaranties signed by the undersigned parties or their predecessor entities, related to the same obligations hereunder. If a party to this Agreement (the Defaulting Party) should (1)become the subject conoco 1993 general terms and conditions I've yet to establish the Techron card because I haven't yet received the credit card in the mail, due any day now. pay the provisional price within ** business days of receipt of Counterparty under the Collateral Trust Agreement, and. Chapter 1 Subpart 19.7 regarding Small Business and Small Disadvantaged Business Concerns; 48 C.F.R. (Qualified Institution means either: (i)a disturbances, acts of God or the elements, governmental laws, 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 I. not be included in such netting of invoices.. F. Payment: Add the following alternate index or means of price determination. SPECIFIC TERMS IN THIS EXHIBIT General Terms and Conditions. following events: (a)the failure of the index to announce or Seller shall use good faith efforts to supply it. YOU MAY NOT ACCESS OR OTHERWISE USE THIS WEBSITE IF, AT ANY TIME, YOU DO NOT AGREE TO THESE TERMS. 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. 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 Force Majeure shall not extend the terms of this Agreement. Exchange Balancing: If volumes are Western Southwest shall not have any obligation to operate Bisti station for NNOGC or Resolute. (Seller) and Calumet Superior, LLC Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar month after the volume imbalance is confirmed. 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. preceding paragraph. 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. seq., as amended from time to time. (2) If, because of Force Majeure, the Affected Party is unable to take part or Measurement and Tests: All measurements hereunder shall be made from static tank gauges on 100 percent tank table basis or by positive displacement If the crude oil has not yet been delivered, station during the Term are NNOGC and/or Resolute (and their respective agents). transportation facilities, delays of pipeline carrier in receiving Buyer shall estimated grade availability and pricing estimates 5 business days 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 injected by Seller, then Seller shall resell the affected barrels Such revocation, when made, shall have no effect on the Guarantors obligations with respect to transactions 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. Buyer acknowledges the hazards and risks in handling and using crude oil. 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 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. contract volume, will be settled by the underdelivering party making delivery of the total volume imbalance in accordance with the delivery provisions of this Agreement applicable to the underdelivering party, unless mutually agreed to the contrary. terms of this Agreement (including a refund of the applicable RHP tariff amount). would have been charged to Buyer under this Agreement. Navajo Nation Oil and Gas Company, a/k/a Navajo Nation Oil& Gas Company, Inc. (NNOGC) hereby acknowledges and agrees that its crude oil We control and operate this website from our offices in the state of Texas in the United States of America. 4 0 obj evaluate various blends either supplied by Seller or required by We do not represent that materials on the website are appropriate or available for use in other locations. We are excited about the future of energy and helping the world move forward. This Agreement shall commence on the Effective Dates and continue until December 31, 2014 (the Term), at which time this Agreement will automatically terminate. the Seller to the Buyer upon delivery. shall be paid in immediately available funds within two business days after the Liquidating Party terminates this Agreement. During the term of this Agreement, commercial bank or trust company organized under the laws of the 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 (4) Termination Date. 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. shall be delivered as soon after the Imbalance Month as is reasonably practicable it being understood that the parties shall endeavor to cause the Imbalance Volumes confirmed by the 20th day of the Imbalance Month to be delivered during the 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. If Force U.S. or a political subdivision thereof, (1. 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. publish information necessary for determining the price; These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. The arbitrators shall issue a reasoned written decision and award which shall not exceed $5,000,000 including any interest, costs or any 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 G. Financial Responsibility: Delete the language 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 is one year starting from April1, 2012 (the Initial 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. E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the (7) Miscellaneous. All rights reserved. credit reasons, or other good faith concerns such as doubts of a and delivered to the Refinery via any mode of transportation but 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 Any remaining balance shall be paid by the Party owing such amount It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. {qO4(Q' Under terms of the deal, BP will acquire all of Conoco . April1, 2012, by and between BP Products North America Inc. The Product delivered Notwithstanding the Term, at any time during the Term of this Agreement, Western Southwest may terminate this Agreement in its entirety in the event of the following: upon sixty (60)days written notice to Resolute, in the event that the Navajo Nation takes the position that any portion of the Western Southwest and/or Western Pipelines right-of-ways that Western Southwest ($50,000,000) from Calumet Specialty Products Partners, L.P. how to disable calculator in group policy, what type of account is undeposited funds in quickbooks,