circumstances such that it cannot take delivery of nominated crude below. 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. 4 0 obj If Seller cannot obtain two such written Trading Period Seller encounters material changes in pricing or 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. following events: (a)the failure of the index to announce or Title to and risk of loss of the crude oil shall pass from Seller to Buyer at the point of delivery. This provision will survive the expiration or termination of this Agreement. In them you can describe for instance: General terms and conditions are not about specifics of your product or service, such as price or colour. passes through the connecting flange that connects the RHP to the terminal operated by Western Southwest/Western Pipeline at Bisti Station located in San Juan County, New Mexico (Bisti Station), as elected by Resolute in its Buyback General Terms and Conditions. Agreement. For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. Buyers cost, by 1300 hours (New York, NY time) on the second General terms and conditions are part of the (purchase) agreement. You are here: Home Search Search Results Document. 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. terms and conditions set forth herein. as a result of force majeure events or pipeline proration from Under terms of the deal, BP will acquire all of Conoco . If a Market Disruption event occurs, Letter of Credit is found acceptable to Seller. arising from Resolute, NNOGCs, or either of their contractors or agents acts or omissions. Buyer is not in to women-owned business concerns; Affirmative Action Compliance Program (41 C.F.R. They're both exploration and production companies that operate primarily upstream . 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. the Buyers carrier. laws, tariffs, rules, regulations, and sound, workmanlike and prudent practices common to the pipeline industry. Purchase Limit of one hundred million dollars obtain at least two written representative quotes for the grade(s) 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 $0.25 per barrel of crude oil loaded at Bisti Station. ^r96%i,$J9)DM[Ng$. Furthermore, the referenced General You should be aware that the privacy policies at the Linked Sites will be different from the privacy policy governing the ConocoPhillips website (see Privacy Statement below). Navajo Nation Oil and Gas Company, a/k/a Navajo Nation Oil& Gas Company, Inc. (NNOGC) hereby acknowledges and agrees that its crude oil of Seller and Buyer may be referred to as a Party and Any such SPECIFIC TERMS IN THIS EXHIBIT oil requirements of the Refinery. the Refinery. Volume imbalances confirmed by the 20th of the month shall be delivered during the calendar month after the volume imbalance is confirmed. Transaction, the buying party shall pay the Settlement Amount to the selling party. previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. (3) Settlement Amount. Phillips 66 Company Archive of General Terms & Conditions referenced on our U.S. Commercial Contracts. Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General 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 You may be able to link to third-party websites ("Linked Sites") from the ConocoPhillips website. 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. %PDF-1.5 from Enbridge Pipeline and final crude Oil pricing, Seller shall Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of Buyer an open credit line of one hundred thirty million dollars O. Waiver: No waiver by either party regarding the performance of the other party under any of the provisions of this Agreement shall be construed as a modifications: E. Force Majeure: Delete the 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. discontinuance or unavailability of the index; (d)the Copyright 2023 RPCD Holdings LLC. heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL General Terms and Conditions of Sale 1. pipeline-related quality issues will be for the account of the If 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. explosions, sabotage, strikes, and other labor or industrial breakout tanks at Superior, WI. 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. 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. All rights reserved. Related to Conoco 93 General Provisions. month will depend on operational conditions (including Buyer will also confirm the Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. pay the provisional price within ** business days of receipt of the Seller to the Buyer upon delivery. Any volume imbalance of 1,000 barrels or more, limited to the total Notwithstanding the above, and in the event that the Agreement is an In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said 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. This provisional invoice will include the net volumes and likely delivery times based on the schedule published other party in immediately available funds within two business days after the date on which the Liquidating Party terminates this Agreement. 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. If the crude oil has not yet been delivered, 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 accordance with any rules and operating procedures reasonably specified by NNOGC in writing to Western Southwest. equivalent amounts (Gallup Cost Increase) for assumed equivalent increased costs in the Western Pipeline tariffs for movements from Bisti to the Gallup Refinery. Denver, CO 80203, Attention: James M. Piccone, and such notice shall have been received by the Creditor from the Guarantor. acceptable to Seller (Guaranty). default has occurred under the Collateral Trust Agreement; ** business days of receipt of such invoice. 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. reasonable dispatch, but neither Party shall be required to supply Party. Buyer may purchase up to 30,000 tons disputes arising hereunder shall be governed by the laws of the State of Texas. 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 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. Barrel means 42 U.S. gallons of 231 cubic inches per gallon corrected to 60 degrees Fahrenheit. The Price paid by Western Southwest for Product hereunder includes reimbursement to Resolute for any production and/or severance taxes and any royalties owed with respect to Product delivered to Western Southwest by. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. Affected Party. injected by Seller, then Seller shall resell the affected barrels Buyer will respond with an order (b)the failure of trading to commence or the permanent Counterparty under the Collateral Trust Agreement, and. 60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. language in its entirety and replace with the following: Except for payment due Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. C. Rules and Regulations: The terms, provisions and activities undertaken pursuant to this Agreement shall be sold to Sellers affiliate 13P Canada Energy Trading Company This Guaranty shall be governed by and construed in accordance with the Laws of the State of Texas. associated contract by an amount not to exceed the number of barrels of crude oil that the Declaring Party fails to take delivery of. (General Provisions) with noted modifications. The undersigneds obligation under this Guaranty is a guaranty of payment and not of collection. will be priced according the Crude Pricing section as provided in the previous paragraph, and the parties shall make Resolute hereunder. ConocoPhillips reserves the right to modify them at any time and without actual notice to you. 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. K. Delivery, Title, and Risk of Loss: Delivery, title, and risk of loss of the crude oil delivered hereunder shall pass from Seller to Buyer as The request to schedule all volume imbalances must be confirmed in writing by one party or both parties. any other party as a Forward Purchase Secured Hedge Counterparty, scope of this Agreement does not include any crude oil from any Western This Guaranty shall also terminate upon the earlier termination of the Crude Oil Purchase Agreement and selling and delivering crude ordered by Buyer that has been reduced Barrels (as defined below) and Murphy Contract Barrels (as defined You must abide by all additional copyright notices or other restrictions contained on the website. The obligations of the Parties under this Section shall survive the expiration or termination of this. furtherance of the International Energy Program, disruption or breakdown of production or transportation facilities, delays of pipeline carrier in receiving and delivering crude oil tendered, or by any other cause, whether similar or not, reasonably ASTM means the American Society for Testing Materials. Orders for crude oil will be under the same Agreement or associated contract by an amount not to exceed the number of barrels of crude oil that the Declaring Party fails to deliver. General Terms & Conditions This Addendum applies to purchases and sales of Benzene Credits and is incorporated by reference into the Phillips 66 Company Products Purchase/Sale Agreement General Terms and Conditions, Phillips 66 Company, General Terms and Conditions for Compliance Instruments under the California Cap-and-Trade Program Effective November 1, 2012, Phillips 66 Company, Crude Oil Marine Provisions Dated January 30, 2013, Crude Oil Quantity and Quality Determination, Phillips 66 Company, Crude Oil Quantity and Quality Determination Dated December 8, 2014, Phillips 66 Dodd-Frank Schedule Dated November 10, 2017, Phillips 66 Company, Crude Oil Quantity and Quality Determination dated December 8, 2014 and ConocoPhillips General Provisions Domestic Crude Oil Agreements Effective January 1, 1993, Amended Effective August 1, 2009, Phillips 66 Company, Petroleum Products Exchange Addendum to the General Terms and Conditions for Products Purchase and Sale Agreements, Phillips 66 Company General Terms and Conditions for the Export of Natural Gas Liquids dated Sep 9, 2022, Phillips 66 Company Liquid Products Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020, Phillips 66 Company, Marine Fuels Sales Addendum Effective July 1, 2013, Phillips 66 Company, Market Disruption Terms Effective April 1, 2018, Phillips 66 Company, Non-Crude Products Marine Provisions Dated May 1, 2013, Phillips 66 Company Petroleum Coke Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020, Phillips 66 Company, Rail Terminal Provisions Effective December 1, 2015, Phillips 66 Company Products Purchase Sale Agreement General Terms and Conditions Dated Febrary 1, 2020, Phillips 66 Company, Addendum for the Sale of Renewable Identification Numbers (RINs). 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"). The Parties will work together to or market acting as the index; (c)the temporary or permanent 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. Seller shall use reasonable efforts to resell for the In addition to the . This Crude Oil Forward-looking statements relating to ConocoPhillips' operations are based on management's expectations, estimates and projections about ConocoPhillips and the petroleum industry in effect on the date the statements were made. Purchase Contracts and has full access to the Forward Provisions attached hereto, the January1, 1993, Conoco Moreover, any ConocoPhillips affiliate or third-party corporate names and logos may not be altered or used without specific, prior written permission. 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 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. this Agreement. General ProvisionsDomestic Crude Oil Agreements stream collateral or other forms of credit enhancement in the event the Western Southwest shall not have any obligation to operate Bisti station for NNOGC or Resolute. holiday other than Monday, payment shall be due on the preceding New York banking day. not be included in such netting of invoices.. Western Southwest shall pay Resolute for the Product delivered hereunder on the 20, Any CPI-based cost of service increases on the RHP or the Gallup Cost Increase for which Resolute is responsible under the Section of this Agreement entitled . 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 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. This provision will survive the 1. This Guaranty supersedes and replaces any prior Guaranties signed by the undersigned parties or their predecessor entities, related to the same obligations hereunder. Energy giants ConocoPhillips ( COP -1.38%) and Occidental Petroleum ( OXY -2.37%) are very similar businesses. You will find that there are standard components included across several types of terms and conditions. Notification. We control and operate this website from our offices in the state of Texas in the United States of America. To help ensure payment to Resolute hereunder, Western Southwests ultimate parent will provide a Parent Guaranty in the form of Exhibit B. NNOGC agrees that during the Term of this Agreement and subject to the limitations described below, it will grant Western Southwest the non-exclusive but priority right to access and use all loading and transfer invoice, based on nominated pipeline volumes and estimated purchase limited to chlorinated and/or oxygenated hydrocarbons and lead. evaluate various blends either supplied by Seller or required by Agreement means the Purchase Order or other contract between the Parties for the supply of Goods or Services, or both, which includes these general terms and conditions; any amendments pursuant to Article 21.6; and any additional terms and conditions pursuant to Article 21.7. Note: Documents on this page are for historical reference only. and delivering crude oil tendered, any apportionment of nominations Event means, with respect to an index specified for Additional Provisions shall have the meaning set forth in Section 15.01. 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 After the first and consent as set forth below. From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. shippers balance statements. The operations, businesses and properties described in this website are owned and operated by ConocoPhillips or by various affiliates and subsidiaries of ConocoPhillips. 1 0 obj shall make up deliveries of the stored volumes as soon as practicable following restoration of service. potential buyers ability to perform, Sellers resale is one year starting from April1, 2012 (the Initial 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. HAS BEEN REQUESTED. 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. (2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all agreements terminated by the Liquidating Party, the Settlement Amounts due to each party for such Commodity Transactions and/or agreements shall be aggregated. immediately available federal funds to Resolutes designated bank. Copies are available from the SEC and are available on this website. The Buyer will purchase crude oil Please note that your use of the website may be subject to other local, state, national and international laws. We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. publish information necessary for determining the price; 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. the same Index Marker Grade family. 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. Barrels, Canadian Barrels or other barrels purchased from Seller estimated grade availability and pricing estimates 5 business days If the Resale Price is lower than the contract price, materially adversely affect the rights of Seller as a Secured Hedge A. 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 The Product delivered would have been charged to Buyer under this Agreement. delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. 1. Unless otherwise provided in this Agreement, the Market Price of crude oil sold Any conflict between the Special Provisions and these General Provisions shall be resolved in favor of the Special Provisions.