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Additional Clauses

Phillips 66 Company Additional Clauses referenced on our U.S. Commercial Contracts.

For historical reference, any previous versions of our Additional Clauses can be found here.

 

Limitation of Liability

4/1/2018 - Present

 

In no event shall either party be liable for loss of profits or indirect, special, exemplary, punitive, or consequential damages.

Export Compliance and Sanctions, Anti-Corruption, Anti-Boycott, Conflicts of Interest/Principles of Conduct, Violation and Remedy Provisions

11/22/2017 - Present

 

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, United Kingdom, European Union or any member state thereof, the Republic of Singapore, Canada, 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, UK anti-money laundering and anti-terrorism laws and regulations, the Canadian Corruption of Foreign Public Officials Act, and the Singapore Prevention of Corruption Act.
 
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.

 

 

Exporter of Record (Counterparty is Exporter of Record)

10/1/2019 - Present

 

The Parties agree that all U.S. exports must be in accordance with the U.S. Export Administration Regulations.  Diversions or transshipments contrary to U.S. law are prohibited.

When P66 transacts in a commodity for export with a U.S. counterparty and P66 is responsible for the movement of the commodity and pays associated freight costs, P66 is considered the USPPI and responsible for preparing and filing the Electronic Export Information (EEI) and any other required export documentation with the U.S. Government.  Counterparty is responsible for all compliance requirements related to importation into the destination country.

When Phillips 66 Company (P66) transacts in a commodity for export with a U.S. counterparty and the U.S. counterparty is responsible for the movement of the commodity and pays associated freight costs, the U.S. counterparty is considered the U.S. Principal Party in Interest (USPPI) and responsible for preparing and filing the EEI and any other required export documentation with the U.S. Government. Counterparty is also responsible for all compliance requirements related to importation into the destination country.

Exporter of Record (Phillips 66 Company is Exporter of Record)

10/1/2019 - Present

 

The Parties agree that all U.S. exports must be in accordance with the U.S. Export Administration Regulations.  Diversions or transshipments contrary to U.S. law are prohibited. When P66 transacts in a commodity for export with a U.S. counterparty and P66 is responsible for the movement of the commodity and pays associated freight costs, P66 is considered the USPPI and responsible for preparing and filing the Electronic Export Information (EEI) and any other required export documentation with the U.S. Government.  Counterparty is responsible for all compliance requirements related to importation into the destination country.

When Phillips 66 Company (P66) transacts in a commodity for export with a U.S. counterparty and the U.S. counterparty is responsible for the movement of the commodity and pays associated freight costs, the U.S. counterparty is considered the U.S. Principal Party in Interest (USPPI) and responsible for preparing and filing the EEI and any other required export documentation with the U.S. Government. Counterparty is also responsible for all compliance requirements related to importation into the destination country.

Importer of Record Counterparty is Importer of Record)

10/1/2019 - Present

 

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 [email protected] 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.

Importer of Record (Phillips 66 Company is Importer of Record)

10/1/2019 - Present

 

Phillips 66 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 [email protected] 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.

When Phillips 66 Company (P66) transacts in a commodity for export with a U.S. counterparty and the U.S. counterparty is responsible for the movement of the commodity and pays associated freight costs, the U.S. counterparty is considered the U.S. Principal Party in Interest (USPPI) and responsible for preparing and filing the EEI and any other required export documentation with the U.S. Government. Counterparty is also responsible for all compliance requirements related to importation into the destination country.

Limitation of Liability

4/1/2018 - Present

 

In no event shall either party be liable for loss of profits or indirect, special, exemplary, punitive, or consequential damages.

NY Oil Spill

11/1/2003 - Present

 

The New York Oil Spill Fee is imposed on the first transfer (sale) of every barrel of imported petroleum product in the State of New York.  The fee is not imposed if the product is ultimately exported from the State of New York. To comply with the law, Phillips 66 will bill and collect this fee on any sale that occurs in the State of New York, unless the customer provides the appropriate export documentation which shows an ultimate destination outside of the State of New York.

Tax Obligations and Shipment Destination Charges

1/1/2003 - Present

 

FOB/CFR/CIF: Seller shall be liable for all taxes, duties and other such charges applicable to the Product sold hereunder prior to the load port.  Buyer shall be liable for all taxes, duties and other such charges applicable to the sale and/or delivery of Product at or after the load port including assessments and other charges on the mode of transportation and any taxes on freight.

Shipment Destination Charges: If Buyer and Seller agree to the change the Delivery Point at Buyer's request, Buyer agrees it shall be liable for all taxes, duties and other charges applicable to the sale and/or delivery of Product to such changed Delivery Point including assessments and other charges on the mode of transportation.

Exemption Certificate: Buyer shall furnish Seller with satisfactory exemption certificates where exemption from taxes is claimed.  Unless Buyer has timely furnished such exemption certificates, Buyer shall pay invoices, in full when due, without set off or deduction.

Title Transfer (DAT)

10/29/2012 - Present

 

Seller delivers when the goods are placed at the disposal of the buyer on the arriving means of transport ready for unloading at the named place of destination. Delivered price does not include governmental taxes or fees incident to the transfer of title to Product imposed by law on Seller which taxes or fees Buyer shall reimburse seller.

Title Transfer (DAT)

10/29/2012 - Present

 

Seller delivers when the goods, once unloaded from the arriving means of transport, are placed at the disposal of the buyer at the named terminal at the named port or place of destination. Delivered price does not include governmental taxes or fees incident to the transfer of title to Product imposed by law on Seller which taxes or fees Buyer shall reimburse seller.

Title Transfer (DES)

1/1/2003 - Present

 

Price does not include governmental taxes or fees incident to the transfer of title to Product imposed by law on Seller which taxes or fees Buyer shall reimburse seller.

Volumetric Calculations

11/2912014 - Present

 

All measurement equipment, procedures, calculations, and practices shall conform to the most current API Manual of Petroleum Measurement Standards (MPMS) and the latest revision of the ASTM Standards.