Appendix A. 1. With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of NNOGCs signature below indicates its consent and approval to this Section. station during the Term are NNOGC and/or Resolute (and their respective agents). Index Marker Grade: As listed in failure to perform shall not extend the term of this another facility of the Buyer or its affiliate(s). Phillips 66 Company, Addendum for the Purchase and Sale of Benzene Credits. 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 This provision will survive the expiration or termination of this Agreement. The section headings are Copies are available from the SEC and are available on this website. 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 Amended and Restated Crude Oil discontinuance or unavailability of the index; (d)the or of any amendment to the Collateral Trust Agreement that would Our vision is to provide energy and improve lives. Counterparty thereunder. General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page. General Terms and Conditions. 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 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. Term). This Guaranty supersedes and replaces any prior Guaranties signed by the undersigned parties or their predecessor entities, related to the same obligations hereunder. availability, apportionment, force majeure events and turnarounds) 2. Buyer shall read the MSDS and advise its employees, its affiliates, and third parties, who may purchase or come into contact with such 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. Pipeline prevents delivery of volumes that have already been Agreement. Guarantor hereby waives (a)notice of acceptance of the Guaranty by Creditor, Table 6A and 5A of the Petroleum Measurement Tables ASTM Designation D1250 in their latest revision. Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. Buyer is not in 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. Majeure Events: Seller is not responsible for to Seller with an aggregate limit of fifty million dollars This Crude Oil If the Parties are to the qualification in the next paragraph, as long as: the Seller is a The Product delivered Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude oil delivered hereunder during payment of all amounts due under that contract to Creditor. Buyer may purchase up to 30,000 tons I. Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. This Guaranty shall also terminate upon the earlier termination of the Crude Oil Purchase Agreement and If a party to this Agreement (the Defaulting Party) should (1)become the subject 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 DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURIES OCCURRING AS A RESULT OF: (1) ANY ERROR, OMISSION, DELETION OR DEFECT IN THE CONTENT OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF RECORD, UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORD WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR ANY OTHER CAUSE OF ACTION. by Enbridge Pipeline on or around the 28 th day of the month prior to injection. NNOGC for any such repair or replacement cost as elected by NNOGC. F. Payment: CONOCOPHILLIPS PROVIDES THE INFORMATION ON CONOCOPHILLIPS WEBSITES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ASME means the American Society of Mechanical Engineers. pipeline-related quality issues will be for the account of the 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 If during any period during the Term, (i) Western Southwest is not purchasing and receiving all of the Contract Volume for any reason (including but not limited to temporary inoperability of the Gallup Refinery), or (ii) Resolute The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. and delivering crude oil tendered, any apportionment of nominations Bp, Conoco Swap Gulf of Mexico, Alaskan Assets 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. 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 are excited about the future of energy and helping the world move forward. 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. All the Sections in the General Provisions shall apply except insofar as any such Section is inconsistent with any of the specific terms herein. 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 Western Southwests (3) Settlement Amount. 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. You are not permitted to use any link other than a plain-text link or to link to any other ConocoPhillips Web pages without obtaining our prior written consent or authorization. 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 Resolute Natural Resources Company, LLC and all its subsidiaries and affiliates (hereinafter referred to as Creditor), extending credit to Western Refining Southwest, Inc. and all its subsidiaries, affiliates, and divisions, including (General Provisions) with noted modifications. 1 0 obj BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month. The content on this website is intended for informational purposes only. Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. 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. Party. 3. C. Rules and Regulations: The terms, provisions and activities undertaken pursuant to this Agreement shall be Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. as provided in the previous paragraph, and the parties shall make Title to and risk of loss of the crude oil shall pass from regulations, or requests, acts in furtherance of the International Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, extent of exposure exceeds the open credit line limit. 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. net out shall be effective upon receipt of the balance due after Sample 1 Sample 2 Sample 3 See All ( 77) Save Copy Refinery. The parties hereby acknowledge that this Agreement constitutes a forward contract for purposes of Section556 of the U.S. Bankruptcy Code. Agreement. materially adversely affect the rights of Seller as a Secured Hedge is one year starting from April1, 2012 (the Initial 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. the same Index Marker Grade family. 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. delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. 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. location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment. to be between 35,000 U.S. Barrels, Canadian Barrels or other barrels purchased from Seller 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. Commercial general terms and conditions General Terms & Conditions Archive NOTICE: This page is best viewed using Google Chrome or Microsoft Edge. conditions listed below. 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 . per day other than Rail Car Barrels (as defined below). Event means, with respect to an index specified for 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. (b)the failure of trading to commence or the permanent Guarantor shall have no obligation to buy, sell, Orders for crude oil will be How to Write a Terms and Conditions Agreement - Privacy Policies L. Term: Unless otherwise specified in the Special Provisions, delivery months begin at 7:00 a.m. on the equivalent amounts (Gallup Cost Increase) for assumed equivalent increased costs in the Western Pipeline tariffs for movements from Bisti to the Gallup Refinery. Buyer will also confirm the This Amended Crude Oil Purchase Unless otherwise provided in this Agreement, the Market Price of crude oil sold All measurements and tests shall be made in accordance with the latest ASTM or ASME-API (Petroleum PD Meter Code) published methods then in effect, whichever apply. Notwithstanding the above, exv10w32 - SEC open credit line under this Agreement from time to time based on Neither party shall be required to supply substitute quantities from other sources of Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. In the absence of the other partys representative, such gauges, tests and measurements shall be deemed to be correct. If this Agreement provides for multiple deliveries of one or more types of crude oil in the same or different If Buyer wishes to purchase one of these blends, ConocoPhillips reserves the right to modify them at any time and without actual notice to you. point. Doing Business With Us General Terms & Conditions For U.S. Crude Oil Contracts General Terms & Conditions For U.S. Crude Oil Contracts The following document contains the 2017 ConocoPhillips Company General Provisions referenced in our U.S. crude oil and condensate contracts. facilities of the parties such that deliveries of Product can be restored as soon as possible following the repair of the condition and Western Southwests obligation to purchase Product hereunder shall not be suspended, but Resolute/NNOGC This section shall not limit the rights and remedies available to the Liquidating Party by law or under other provisions of You must abide by all additional copyright notices or other restrictions contained on the website. crude availability relative to original estimates, Buyer shall be in entirety and replace with the following: If at any time the How to Write Terms and Conditions in 6 Easy Steps - Termly 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. 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. 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. Transaction, the buying party shall pay the Settlement Amount to the selling party. the Seller to the Buyer upon delivery. (Seller) and Calumet Superior, LLC California Transparency in Supply Chains Disclosure (SB 657). injected by Seller, then Seller shall resell the affected barrels Deliveries by Resolute to Western: At the Lease Units in the Aneth Field as the Product exits Resolutes meters at each tank battery near Aneth, Utah (Aneth Station) into the RHP or from the RHP as the Product By entering and/or using this and other websites owned, operated and maintained by ConocoPhillips or its affiliates, you, the user, are deemed to have agreed to comply with and be bound by the Terms. Barrels it will deliver to the Seller as part of the total crude If Seller cannot obtain two such written 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. This Agreement incorporates the Special not be modified expect in writing signed by the Parties. 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. Purchase Agreement. volumes and likely delivery times based on the schedule published Please note that your use of the website may be subject to other local, state, national and international laws. General Terms and Conditions Sample Clauses - Law Insider If Platts reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high 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. 1. 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 obligations of the Parties under this Section shall survive the expiration or termination of this. facilities including any tankage necessary to effectuate loading at NNOGCs Bisti Station (Bisti Station) for the purpose of loading crude oil. However, if this Agreement provides for more than one Commodity Transaction, or if Settlement Amounts are due under other Seller will provide a list of Except to the extent . 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 If you choose to link to ConocoPhillips through any mechanism, you are permitted to link only through a plain-text link to this Web page. 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 Day, month, and year mean, respectively, calendar day, calendar month, and calendar year, unless otherwise 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 to Buyer. Definitions In these Conditions: "ASML" means ASML Holding N.V. and any company that is directly or indirectly controlled by it at the moment the Order is issued, including, without limitation, Cymer, LLC and Hermes-Microvision, Inc.; "Conditions" means these general terms and conditions of purchase for goods and services; This Guaranty shall All Volumes of Product sold pursuant to this Agreement shall be priced at the NYMEX trading days average for the current (delivery) calendar month less a discount of $9.50 per barrel. match the volume actually delivered by the Affected Party. 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 Terms and conditions may include: Intellectual property rights Termination clauses Governing law clause DMCA notice clause Limitation of liability Enforceability clause Arbitration clause Confidentiality clause Indemnification clause We do not represent that materials on the website are appropriate or available for use in other locations. ($50,000,000) from Calumet Specialty Products Partners, L.P. immediately available federal funds to Resolutes designated bank. If force majeure on the Enbridge 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. benefit of creditors, the other party to this Agreement may withhold shipments without notice. named beneficiary as a Secured Hedge Counterparty in ($130,000,000) under this Agreement. Any remaining balance shall be paid by the Party owing such amount Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Failure to perform due to events of 2. 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. the Buyers carrier. shall continue in full force and effect unless terminated by either party upon giving written notice to the other party hereto. Agreement should, in the reasonable opinion of the Seller, be or determining the price of one or more crude grades, any 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 transportation facilities, delays of pipeline carrier in receiving reasonably possible. PDF GENERAL PROVISIONS DOMESTIC CRUDE OIL AND CONDENSATE - ConocoPhillips become impaired or unsatisfactory, the Seller shall have the right rights Seller may have with its supplier, if possible, or otherwise General Terms and Conditions: Except as specifically detailed heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement and are attached hereto as Appendix B. Sellers invoice. month of delivery. day. 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. Our vision is to provide energy and improve lives. You should direct any concerns to the administrators or webmasters of these respective Linked Sites.
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