Additional Clauses Archive

Phillips 66 Company Archive of Additional Clauses referenced on our U.S. Commercial Contracts. Note: Documents on this page are for historical reference only.

Click here for a list of current Additional Clauses.

  
  
  
  
  
  
  
Description
  
9/2/20199/10/2019NoClause
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6/1/20161/23/2017NoClause
Export Compliance and Sanctions.  In the event that the commodity subject to this agreement is to be exported, each Party warrants to the other that it , and all others for whose actions it may be held accountable (hereafter ""the Parties"" or ""Party""), will comply with all applicable laws, regulations, rules and requirements relating to export and re-export control and sanctions, including but not limited to the US Export Administration Regulations, US Treasury Department's Office of Foreign Assets Control regulations, the US International Traffic in Arms Regulations (together, ""Export and Sanctions Law"").  Nothing shall be shipped to, transshipped through, or sourced from, directly or indirectly, any country, company or individual or for any end-use that is prohibited under Export and Sanctions Law.  If either Party is or becomes identified on any government export denial, blocked, debarred, Specially Designated National, or other similar list, the other Party may terminate this agreement upon written notice to the other at any time. Each Party shall be excused from performance of any obligation under this agreement if such performance is prohibited under Export and Sanctions Law.
 
Anti-Corruption. The Parties warrant to each other that they shall comply with all applicable anti-bribery and anti-money laundering laws, rules, and regulations of the United States, European Union or any member state, the Republic of Singapore, and any other similar laws in all applicable jurisdictions.  These laws include, without limitation, the currently effective or successor versions of the U.S. Foreign Corrupt Practices Act; the UK Bribery Act 2010; the UK Money Laundering Regulations 2007; the UK Anti-Terrorism, Crime, and Security Act 2001; the Proceeds of Crime Act 2002; and the Singapore Penal Code.
 
Anti-Boycott.  Nothing in this agreement is intended to be, or shall be construed as, an agreement by either Party to take or refrain from taking any action that is or would be prohibited by or penalized under US anti-boycott laws or regulations.
 
Conflict of Interest.  Neither Party shall directly or indirectly, pay salaries, commissions, or fees, or make payments or rebates to employees or officers of the other Party, nor favor employees, officers, or the designees thereof of the other Party with gifts or entertainment of unreasonable cost or value, or with services or goods sold at less than full market value, or enter into business arrangements with employees or officers of the other Party, unless such employees or officers are acting as representatives of the other Party.

Violation and Remedy Provisions.  Either Party may terminate this agreement immediately upon written notice to the other, if the other Party is in breach of the above clauses or fails to cooperate by providing information demonstrating compliance. Violation of these clauses shall be deemed a material breach of this agreement.  Each Party agrees to indemnify the other for any fines, penalties, claims, losses, damages, costs (including legal costs), expenses, and liabilities that may arise as a result of the indemnifying Party's breach of its obligations under these clauses. 

Order of Preference. In the event of a conflict between this section and any other provision, the terms of this section shall prevail.
  
1/24/201711/21/2017NoClause
Export Compliance and Sanctions.  In the event that the commodity subject to this agreement is to be exported, each Party warrants to the other Party that it, and each other person or entity for whose actions such Party may be held accountable, will comply with all applicable laws, regulations, rules and requirements relating to export and re-export control and sanctions, including but not limited to the U.S. Export Administration Regulations, U.S. Treasury Department's Office of Foreign Assets Control regulations, the U.S. International Traffic in Arms Regulations (together, ""Export and Sanctions Law"").  Nothing shall be shipped to, transshipped through, or sourced from, directly or indirectly, any country, company or individual or for any end-use that is prohibited under Export and Sanctions Law.  If either Party or any other person or entity for whose actions such Party may be held accountable is or becomes identified on any government export denial, blocked, debarred, Specially Designated National, or other similar list, the other Party may terminate this agreement upon written notice to the other Party at any time.  Each Party shall be excused from performance of any obligation under this agreement if such performance is prohibited under Export and Sanctions Law.

Anti-Corruption.  Each Party shall comply with all applicable anti-bribery and anti-money laundering laws, rules, and regulations of the United States, European Union or any member state thereof, the Republic of Singapore, and any other similar laws in all applicable jurisdictions including without limitation the currently effective or successor versions of the U.S. Foreign Corrupt Practices Act; the UK Bribery Act 2010; the UK Money Laundering Regulations 2007; the UK Anti-Terrorism, Crime, and Security Act 2001; the Proceeds of Crime Act 2002 and the Singapore Penal Code.

Anti-Boycott.  Nothing in this agreement is intended to be, or shall be construed as, an agreement by either Party to take or refrain from taking any action that is or would be prohibited by or penalized under U.S. anti-boycott laws, rules, or regulations.

Conflicts of Interest/Principles of Conduct.  Neither Party shall, directly or indirectly, pay salaries, commissions or fees, or make payments or rebates to employees or officers of the other Party; or favor employees or officers of the other Party or their designees with gifts or entertainment of unreasonable cost or value or services or goods sold at less than full market value; or enter into business arrangements with employees or officers of the other Party unless such employees or officers are acting as representatives of the other Party.  Phillips 66 and its subsidiaries are committed to the highest standard of business ethics and conduct.  Expectations of business partners of Phillips 66 and its subsidiaries can be found in the Phillips 66 Business Partner Principles of Conduct, available at www.Phillips66.com.

Violation and Remedy Provisions.  Either Party may terminate this agreement immediately upon written notice to the other Party if the other Party is in breach of the above clauses or fails to cooperate by providing information demonstrating compliance herewith.  Violation of these clauses shall be deemed a material breach of this agreement.  Each Party agrees to indemnify the other Party for any fines, penalties, claims, losses, damages, costs (including legal costs), expenses, and liabilities that may arise as a result of the indemnifying Party's breach of its obligations under these clauses.
  
8/12/201610/1/2019NoClause
Counterparty is the importer of record and responsible for U.S. customs broker and US import fees. 

Seller warrants country of origin of product and that product does not originate from any country subject to U.S. economic sanctions or embargoes.  Seller agrees to provide Buyer a completed certificate of origin prior to discharge of Product at Buyer’s U.S. facility.  Seller agrees to provide, upon request, other written information and records evidencing the origin, manufacture, chain of custody and shipment of the Product pursuant within 21 days of receipt from Buyer if Buyer needs the information to respond to a request for information from U.S. Customs and Border Protection.

For imports from Canada into the United States for which counterparty is the Importer of Record for U.S. C.B.P. reporting purposes, counterparty is a Canadian company, and Phillips 66 is designated as the ultimate consignee on the Customs Entry, counterparty shall send notification to DOEReporting@p66.com within two business days of entry summary which shall include counterparty name, merchandise country of origin, entry number, port code of entry, product type, quantity, API gravity, and sulfur content for each product shipment.
  
8/12/201610/1/2019NoClause
Phillips 66 Company is the importer of record and responsible for U.S. customs broker and US import fees. 

Seller warrants country of origin of product and that product does not originate from any country subject to U.S. economic sanctions or embargoes.  Seller agrees to provide Buyer a completed certificate of origin prior to discharge of Product at Buyer’s U.S. facility.  Seller agrees to provide, upon request, other written information and records evidencing the origin, manufacture, chain of custody and shipment of the Product pursuant within 21 days of receipt from Buyer if Buyer needs the information to respond to a request for information from U.S. Customs and Border Protection.

For imports from Canada into the United States for which counterparty is the Importer of Record for U.S. C.B.P. reporting purposes, counterparty is a Canadian company, and Phillips 66 is designated as the ultimate consignee on the Customs Entry, counterparty shall send notification to DOEReporting@p66.com within two business days of entry summary which shall include counterparty name, merchandise country of origin, entry number, port code of entry, product type, quantity, API gravity, and sulfur content for each product shipment.
  
6/1/199911/20/2014NoClause
Privileged and Confidential Transactions: Our traders from time to time agree to keep with counterparties, details of transaction proprietary and confidential.  In order to insure that there is a clear understanding of the parties' obligations, please note that our understanding of this term is that if a transaction is agreed to be "proprietary and confidential" or "P&C", this means that neither party will disclose the details of the transaction to any third party other than to (i) governmental agencies, or (ii) price reporting agencies. If details are disclosed to price reporting agencies, the identity of the counterparty shall be kept confidential.