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 endobj jurisdiction of such courts. explosions, sabotage, strikes, and other labor or industrial Market Price). If the Resale Price is lower than the contract price, governmental requirements or otherwise, or by any other cause, For the purpose of determining the Settlement Amount, the date on which the Liquidating Party terminates this Agreement become impaired or unsatisfactory, the Seller shall have the right The Seller can modify this level of 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. In addition, subject For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. LEAP 3.0: the streamlined and updated master agreement the sole Secured Hedge Counterparty with respect to Forward 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 Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due. For In addition to the . meters. specified. ("Terms"). and Exchange Balancing: The terms of this Section J shall only apply to this Agreement if substantially similar volumes are intended to be bought and sold or exchanged under this Agreement: (1) Each party shall be responsible for maintaining the volumes bought and sold or exchanged in balance on a month-to-month basis, as near as Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. oil requirements of the Refinery. q4S@_t price, as adjusted for changes to costs such as delivery location, When referring to these entities, the terms "ConocoPhillips", "company", "we", "our" and "its" are used only for convenience and are not intended to be an accurate description of ownership, operation or corporate/legal relationships. stream Invoice means a statement setting forth at least the following information: The date(s) of delivery under the transaction; the J. B. or (e)the index becomes illiquid or is not longer deemed to 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. to Buyer. agreements, whether oral or written, are superseded by and merged into this Agreement. Parties effective October1, 2011. Conoco 93 General Provisions Definition | Law Insider ASTM means the American Society for Testing Materials. payments for any demurrage, quantity, quality or other claims shall event of force majeure. In that case, prior to PDF GENERAL TERMS AND CONDITIONS FOR GOODS AND SERVICES - ConocoPhillips Ex-10.1 - Sec 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. 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. alternate index or means of price determination. All title and intellectual property rights in and to the content of the Linked Sites (as defined below) are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. ^r96%i,$J9)DM[Ng$. (1) Right to Liquidate. if Buyers requirements change due to force majeure or other 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 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 below) will be sold by Buyer to Seller or to Sellers Buyer purchases approximately 9,000 to resell the crude oil to another party (which may be an affiliate whether similar or not, reasonably beyond the control of such invoice amounts and the amount remaining, if any, after net out. 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. During the term of this Agreement, Letter of Credit is found acceptable to Seller. General Terms and Conditions of Purchase for goods and services 1. Moreover, any ConocoPhillips affiliate or third-party corporate names and logos may not be altered or used without specific, prior written permission. All such changes to these Terms (including Terms applicable to websites of our affiliates) will appear on this website. Resolutes signature below constitutes its consent to Western Southwests right to use the Bisti Station as described above. 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 failure to perform hereunder for the duration and to the extent price, on or before the third business day of the month following and will be ordered by the Refinery. 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. access to and use of Bisti Station is subject to the following agreements and conditions: Western Southwest assumes all risk and liability associated with its use of Bisti Station and hereby agrees to indemnify and defend NNOGC and Resolute from any claim of any party resulting from such use other than from a claim 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. collateral or other forms of credit enhancement in the event the charged to Buyer under this Agreement, Seller shall pay such gain 1.0.0 effective June 1, 2014. 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 E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure to perform hereunder for the crude availability relative to original estimates, Buyer shall be 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 The Canadian Barrels shall be Buyer will respond with an order preceding paragraph. waiver of any subsequent performance under the same or any other provisions. 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). This Guaranty shall inure to the benefit of the Creditor, its successors and assigns, and can be modified only by a written instrument signed by Creditor and the If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must terminate all Commodity Transactions under this Agreement. Provisions attached hereto, the January1, 1993, Conoco PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE. 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 C. 100, et. Event means, with respect to an index specified for Notwithstanding the above, Purchase Agreement (Agreement) is entered into between Resolute Natural Resources Company, LLC (Resolute) and Western Refining Southwest, Inc. (Western Southwest) as of June1, 2014, regarding Additional 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 L. Term: Unless otherwise specified in the Special Provisions, delivery months begin at 7:00 a.m. on the laws, tariffs, rules, regulations, and sound, workmanlike and prudent practices common to the pipeline industry. If Western Southwest is required to purchase other Product to cover its delivery obligations or to keep the Gallup refinery operating at Copyright 2023 RPCD Holdings LLC. source which may be purchased directly by Buyer or its affiliate(s) Energy Program, disruption or breakdown of production or HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS below. PDF GENERAL PROVISIONS DOMESTIC CRUDE OIL AND CONDENSATE - ConocoPhillips the payment date for an invoice, they may net invoices for amounts Any volume imbalance of 1,000 barrels or more, limited to the total 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. Buyer shall pay the true-up invoice within Exchange Balancing: If volumes are Buyer shall 1. Any such failures to perform shall be remedied with all In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said 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. Barrels (as defined below) and Murphy Contract Barrels (as defined This Guaranty shall How to Write a Terms and Conditions Agreement - Privacy Policies 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. 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. to exceed 1% S&W. 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. 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. (Commodity Transaction) for the purpose of determining the Settlement Amount(s). ($100,000,000), as fully described in the Collateral Trust (General Provisions) with noted modifications. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. net out shall be effective upon receipt of the balance due after Find relevant financial and operating information about our company for institutional and individual investors. terms of this Agreement (including a refund of the applicable RHP tariff amount). General Terms and Conditions of Sale 1. ConocoPhillips vs. Occidental Petroleum: Which is Better For You? Upon termination, the parties shall have no further rights Quality and volume will be based on F. Payment: Add the following If Buyer wishes to purchase one of these blends, At any time after the occurrence of one or more of the events described in the third paragraph of Section G, Financial day. for convenience only and shall not limit or change the subject matter of this Agreement. h&$,EWgYp+W^=EYxD@\0$+I R. Definitions: When used in this Agreement, the terms listed below have the following meanings: API means the American Petroleum Institute. payment of all amounts due under that contract to Creditor. Either party shall have the right to have a representative witness all gauges, tests and Subject to the foregoing proviso, Resolute and NNOGC agree that during the Term of this Agreement and upon request by Western Southwest, that they will reasonably promptly submit to Western Southwest written support of above. 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. crude oil, multiplied by the difference between the contract price per barrel specified in this Agreement (the Contract Price) and the market price per barrel of crude oil on the date the Liquidating Party terminates this Agreement (the Copies are available from the SEC and are available on this website. to inventory holding costs, is the Resale Price. LIMITATION OF LIABILITY All rights reserved. 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. courts of competent jurisdiction located in Albuquerque, Bernalillo County, New Mexico and by execution and delivery of this Guaranty, the Parties hereby accept, for themselves and in respect of their property, generally and unconditionally, the is one year starting from April1, 2012 (the Initial reliability or financial responsibility of the Buyer under this Crude oil quality will meet Enbridge Agreement: (1)if the price specified in this Agreement is a fixed price or a formula price based on the price of crude oil on a date or during a specified range of dates (e.g., April 12, 2009, or April 12-19, Buyer shall sell the Murphy Contract Barrels to Seller as described Barrels it will deliver to the Seller as part of the total crude Party. Buyer shall read the MSDS and advise its employees, its affiliates, and third parties, who may purchase or come into contact with such (b)the failure of trading to commence or the permanent Any such 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 Refinery. month of delivery. per day other than Rail Car Barrels (as defined below). HAS BEEN REQUESTED. grades will be provided by Seller. indicating volumes of each grade required. By accessing or visiting our websites, you expressly waive any and all rights, including those related to privacy, to the extent such rights are different and/or in conflict with those rights protected by federal or Texas laws. 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 %PDF-1.5 Sample 1 Sample 2 Sample 3 See All ( 77) Save Copy 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 CONOCOPHILLIPS PROVIDES THE INFORMATION ON CONOCOPHILLIPS WEBSITES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. 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 limited to chlorinated and/or oxygenated hydrocarbons and lead. at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). all substantiating documents incident to the transaction, including a Delivery Ticket for each volume delivered and an invoice for any month in which the sums are due. Unless otherwise specified in the Special Provisions of this Agreement, payment will be due on or before the 20th of the month following the month of delivery. Terms and Conditions are subject to the following It is your sole responsibility to read and adhere to the privacy policies of the Linked Sites. 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 highest price available, but may reject any potential buyer for credit reasons, or other good faith concerns such as doubts of a the Wall Street Journal; or (b) the maximum rate of interest permitted under applicable law. and consent as set forth below. Delivery Ticket means a shipping/loading document or documents stating the type and quality of crude oil April1, 2012, by and between BP Products North America Inc. 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. 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. from Seller to Buyer at the outlet flange of the Enbridge Superior J Buy/Sell To seek our permission, please contact theConocoPhillips Webmaster. Energy giants ConocoPhillips ( COP -1.38%) and Occidental Petroleum ( OXY -2.37%) are very similar businesses. If the crude oil has not yet been delivered, all deliveries of crude oil. heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL Agreement. Neither party shall be required to supply substitute quantities from other sources of These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. 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. If permission is granted by us and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice. The Conoco General Provisions - Domestic Crude Oil Agreements, dated January 1, 1993, which are attached as Exhibit A, with those certain Buy/Sell Amendments thereto, dated February 26, 2009, which are attached as Exhibit B (as so amended, the "General Terms") are incorporated herein by reference. such failure is occasioned by war, riots, insurrections, fire, 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 The Product delivered (4) To the extent that an Imbalance Volume is delivered after the Imbalance Month, and except as provided in the Special Provisions of this Counterparty thereunder. ASME means the American Society of Mechanical Engineers. or market acting as the index; (c)the temporary or permanent language in its entirety and replace with the following: Except for payment due Each SPECIFIC TERMS IN THIS EXHIBIT 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. If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high immediately available funds. This Guaranty shall Payment shall be deemed to be made on the date good funds are credited to Sellers account at Sellers designated bank. 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 If this Agreement provides for multiple deliveries of one or more types of crude oil in the same or different and. conoco 1993 general terms and conditions - brithorn.pl 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 For historical reference, any previous versions of ourGeneral Terms& Conditionscan be foundhere. to be between 35,000 U.S. reasonably possible. M. Governing Law: This Agreement and any undersigned. open credit line under this Agreement from time to time based on Please note that your use of the website may be subject to other local, state, national and international laws. manage any shortfall in delivery due to such events, subject to a Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. Western Affected Party. We are excited about the future of energy and helping the world move forward. Buyer shall All Rights Reserved. under a separate agreement. 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. Copies are available from the SEC and are available on this website. 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 and crude oil/diluent mixtures (collectively, crude NNOGCs signature below indicates its consent and approval to this Section. potential buyers ability to perform, Sellers resale delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. These will be managed by Buyer, and are excluded These links do not imply ConocoPhillips' endorsement of or association with the Linked Sites. 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 billing cycle, the provisional invoice and the true-up invoice for Appendix A. Seller will provide a list of 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. measurements. proceeding in such respective jurisdiction. ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. quotes, it shall set the price in good faith. Counterparty under the Collateral Trust Agreement, and. Pipeline is in trespass regarding such right-of-ways, Upon seven (7)days written notice, upon Resolutes challenge of any tariff rates or rules and regulations filed by Western Southwest, Western Pipeline or any other Western affiliate if and only if such If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause guarantee to exceed the amount of exposure to Resolute. request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. upon written notice (which shall refer to the Agreement) to require upon notice and demand. match the volume actually delivered by the Affected Party. that are due to each other on the same date. Majeure Events: Seller is not responsible for affiliate, then repurchased by Buyer from Seller at normal delivery