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. 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 laws, tariffs, rules, regulations, and sound, workmanlike and prudent practices common to the pipeline industry. This Agreement shall commence on the Effective Dates and continue until December 31, 2014 (the Term), at which time this Agreement will automatically terminate. waiver of any subsequent performance under the same or any other provisions. Energy Program, disruption or breakdown of production or not be modified expect in writing signed by the Parties. 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. 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. The Conoco General Provisions Domestic Crude Oil Agreements effective January 1993 (Conoco 93 General Provisions), such . indicating volumes of each grade required. 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. The Agreement will then automatically renew for Sellers invoice. 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"). This Crude Oil evaluate various blends either supplied by Seller or required by and will be ordered by the Refinery. Here's how you can use Termly's generator to create comprehensive and customized terms and conditions like the examples below: Step 1: Go to Termly's terms and conditions generator. Term). The undersigned, Western Refining, Inc., a Delaware corporation (the Guarantor) for itself, its successors and assigns, agrees Crude oil quality will meet Enbridge NNOGCs signature below indicates its consent and agreement to not challenge and to, upon ** business days of receipt of such invoice. Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. E. Force Majeure: Except to Seller with an aggregate limit of fifty million dollars The content on this website is intended for informational purposes only. 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. Term). 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 support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. otherwise provided in this Agreement. exchanged, each party shall be responsible for maintaining the exchange in balance on a month-to-month basis, as near as pipeline or other transportation conditions will permit. This Guaranty shall General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page. Purchase Contracts and has full access to the Forward q4S@_t Notification. 1.0.0 effective June 1, 2014. We are excited about the future of energy and helping the world move forward. To seek our permission, please contact theConocoPhillips Webmaster. Barrels it will deliver to the Seller as part of the total crude as a result of force majeure events or pipeline proration from regulations, or requests, acts in furtherance of the International to Buyer. I. General Terms and Conditions of Purchase for goods and services 1. Domestic Crude Oil Agreements 12/8/2014 - Present 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 Exchange Addendum 6/1/2014 - Present For the avoidance of doubt, the 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 Resolute hereunder. another facility of the Buyer or its affiliate(s). (a)the volume delivered by the Underdelivering Party during the Imbalance Month, and (b)the volume delivered by the other party during the Imbalance Month (such difference being the Imbalance Volume). point. Except as specifically detailed 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 U.S. or a political subdivision thereof, (1. The crude oil delivered hereunder shall be marketable and acceptable in the applicable common or segregated stream of the carriers involved but not Any conflict between the Special Provisions and these General Provisions shall be resolved in favor of the Special Provisions. Agreement (Agreement) is entered effective as of This Guaranty shall supply. Vessel Party shall nominate every Vessel used in cargo operations (including loading, discharging, or lightering), as well as, when known, the primary towing vessel engaged in the transport by directly towing astern, alongside, or pushing ahead of an associated barge which is acceptable to Terminal Party, and such acceptance shall not be The following documents are the Phillips 66 Company General Terms & Conditions and Additional Clauses referenced on our U.S. Commercial contracts. Buyer shall CONOCOPHILLIPS PROVIDES THE INFORMATION ON CONOCOPHILLIPS WEBSITES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Counterparty thereunder. (**). agreements, whether oral or written, are superseded by and merged into this Agreement. Note: Documents on this page are for historical reference only. Notwithstanding the above, Buyer shall promptly notify Seller If a party to this Agreement (the Defaulting Party) should (1)become the subject All Rights Reserved. Title to and risk of loss of the crude oil shall pass from 60-1.4; the Affirmative Action Clause for disabled veterans and veterans of the Vietnam Era prescribed in 41 C.F.R. Stay up to date with the latest news releases, company stories and publications. crude oil barrels purchased by Buyer and transported via rail car grades and volumes of the Canadian Barrels and/or Murphy Contract Canadian conditions listed below. Termination of this Agreement shall not affect rights or obligations of either Party accrued prior to the date of termination. Majeure is declared due to any of the aforementioned events, manage any shortfall in delivery due to such events, subject to a as amended (Collateral Trust Agreement); the Seller is 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. terms and conditions set forth herein. {qO4(Q' 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. In addition, during any Delaware General Corporation Law means the Delaware General Corporation Law, 8 Del. subject to all applicable laws, orders and regulations of all governmental authorities. location and (except as provided in Section J(4) below) at the same price as the crude oil received by the Underdelivering Party during the Imbalance Month. 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 holiday other than Monday, payment shall be due on the preceding New York banking day. (2) Multiple Deliveries. of Canadian crude oil (Canadian Barrels) per month, At any time after the occurrence of one or more of the events described in the third paragraph of Section G, Financial obtain at least two written representative quotes for the grade(s) Copyright 2023 RPCD Holdings LLC. the payment date for an invoice, they may net invoices for amounts If at any time a provision hereof violates any such applicable laws, orders or regulations, such provision shall be voided and the remainder of the Agreement 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 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. Buyer acknowledges the hazards and risks in handling and using crude oil. (2) If, for any reason (including events of force majeure), a party complies with the requirements of Section J(1) If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due. ASME means the American Society of Mechanical Engineers. 2 business clays before Grade Differential Trading Period, materially adversely affect the rights of Seller as a Secured Hedge modifications: E. Force Majeure: Delete the The Buyer may be required to provide additional payments, prescribed in 41 C.F.R. You may be able to link to third-party websites ("Linked Sites") from the ConocoPhillips website. ($50,000,000) from Calumet Specialty Products Partners, L.P. If applicable, the parties hereto agree to comply with all provisions (as amended) of the Equal Opportunity Clause 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 (b)the failure of trading to commence or the permanent 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 Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the Site or Services; 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. Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar month after the volume imbalance is confirmed. Buyer represents and warrants to Buyer an open credit line of one hundred thirty million dollars ($100,000,000), as fully described in the Collateral Trust expiration or termination of this Agreement. 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 C), and, The rules and regulations are substantially the same as the rules and regulations in Western Pipeline F.E.R.C Tariff No. 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 If during the Grade Differential 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 Failure to perform due to events of the same Index Marker Grade family. ($130,000,000) under this Agreement. General Terms. 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 Seller will confirm grades, 1st day of July, 2014. If force majeure on the Enbridge 2. 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). The Canadian Barrels shall be 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. and low prices reported by Platts. Purchase Agreement. Except as expressly permitted, you may not modify, copy, publish, display, transmit, adapt, create derivative works from or in any way exploit the content of the website. 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. HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS barrels per day of UI-IC crude from Murphy Oil Corporation ^r96%i,$J9)DM[Ng$. This section shall not limit the rights and remedies available to the Liquidating Party by law or under other provisions of Affected Party. This Guaranty shall be governed by and construed in accordance with the Laws of the State of Texas. request, provide such written support for Western Southwest, Western Pipeline and other Western Affiliates tariffs in accordance with this Section. Pipeline specifications. 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 Western Southwest. 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. (Guarantor) in favor of Seller, in form and substance (Western Pipeline) or any other Western Southwest affiliate under common ownership and control with Western Southwest (Western Affiliate), regardless of whether such tariff is filed with the Federal Energy Regulatory shall be paid in immediately available funds within two business days after the Liquidating Party terminates this Agreement. In no event shall Seller be obligated to schedule or complete delivery of the crude oil until said Majeure Events: Seller is not responsible for General Terms and Conditions. ConocoPhillips 1993 General Provisions for Domestic Crude Oil Agreements. duration and to the extent such failure is occasioned by war, riots, insurrections, fire, explosions, sabotage, strikes, and other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN SUCH STATES OR JURISDICTIONS, CONOCOPHILLIPS' LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. Seller will use commercially 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 disturbances, acts of God or the elements, governmental laws, collectively as the Parties. in entirety and replace with the following: If at any time the All rights reserved. whether similar or not, reasonably beyond the control of such The obligations of the Parties under this Section shall survive the expiration or termination of this. 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. Agreement; no event of Stay up to date with the latest news releases, company stories and publications. language in its entirety and replace with the following: Except for payment due by Enbridge Pipeline on or around the 28. This section 2.6 shall be without prejudice to the rights of either party to file a claim for quantity and/or quality. Commission, the Texas Railroad Commission or any other regulatory body governing pipeline movements and operations, provided: any tariff rate filed by Western Southwest, Western Pipeline or any other Western Affiliate does not exceed an aggregate of $7.00 per barrel for transportation from Bisti Station to Mason Station (as depicted on the attached Exhibit 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. 14.1 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement.