Common use of Transparent Contractual Terms Clause in Contracts

Transparent Contractual Terms. For any potential Cargo to be acquired by Seller, a set of Transparent Contractual Terms shall be agreed to, thereby providing a clear mandate to Seller to purchase such Cargo. These Transparent Contractual Terms shall be established under one of the following two methods, in Buyer’s option: (i) The “Execution Method”. Under the Execution Method, the Transparent Contractual Terms shall include all of the terms necessary for Seller to negotiate and acquire a Cargo directly from a third party. The additional costs incurred to have such Cargo Supplied to the Refinery including, without limitation, freight, pricing elements, outturn loss, negotiated pricing basis and period shall be agreed upon at the appropriate time by the Parties and added as incurred in order to establish Buyer’s final price for such Cargo. If Buyer and Seller are unable to agree in a timely manner on such additional costs, then Seller can contract for such additional items and the related costs in a commercially reasonable manner and such costs shall be added to Buyer’s final price for such Cargo. At any time any of the additional costs may be fixed between Buyer and Seller by mutual agreement, with such fixed cost being used to establish Buyer’s final price for such Cargo. When an additional cost is so fixed, any difference between the cost actually incurred and the agreed fixed cost will be for the Seller’s account. (ii) The “Supply Point Method”. Under the Supply Point Method, the Transparent Contractual Terms shall include all the terms necessary for the Parties to agree on a price for the Cargo supplied to an agreed-upon supply point. The Supply Point Method terms shall include: (1) the terms on which the Cargo will be purchased from a third party, and (2) Seller’s offer for all other costs from the third party’s delivery point up to the agreed-upon supply point, including the cost of any difference between the agreed pricing basis and pricing period and that negotiated with the third party. Under the Supply Point Method, any additional costs, including, but not limited to, Lightering barges in the Delaware River, outturn losses and storage costs, between the pre-defined supply point and such Cargo’s Supply to the Refinery shall be determined in the same manner as for Cargoes delivered under the Execution Method. The Supply Point Method shall be used whenever Buyer agrees to purchase a Cargo from Seller’s or its Affiliates’ portfolio.

Transparent Contractual Terms. For any potential Cargo to be acquired by Seller, a set of Transparent Contractual Terms shall be agreed to, thereby providing a clear mandate to Seller to purchase such Cargo. These Transparent Contractual Terms shall be established under one of the following two methods, in Buyer’s option: (i) The “Execution Method”. Under the Execution Method, the Transparent Contractual Terms shall include all of the terms necessary for Seller to negotiate and acquire a Cargo directly from a third party. The However, the additional costs incurred to have such Cargo Supplied to the Refinery Refinery, including, without limitationbut not limited to, freight, pricing elements, outturn loss, negotiated pricing basis and period shall be agreed upon at the appropriate time by times between the Parties and added as incurred in order to establish Buyer’s final price for such Cargo. If Buyer and Seller are unable to agree in a timely manner on such additional costs, then Seller can contract for such additional items and the related costs in a commercially reasonable manner and such costs shall be added to Buyer’s final price for such Cargo. At any time any of the additional costs may be fixed between Buyer and Seller by mutual agreement, with such fixed cost being used to establish Buyer’s final price for such Cargo. When an additional cost is so fixed, any difference between the cost actually incurred and the agreed fixed cost will be for the Seller’s account. (ii) The “Supply Point Method”. Under the Supply Point Method, the Transparent Contractual Terms shall include all the terms necessary for the Parties to agree on a price for the Cargo supplied to an agreedagree-upon supply point. The Supply Point Method terms shall include: (1) the terms on which the Cargo will be purchased from a third party, and (2) Seller’s offer for all other costs from the third party’s delivery point up to the agreed-upon supply point, including the cost of any difference between the agreed pricing basis and pricing period and that negotiated with the third party. Under the Supply Point Method, any additional costs, including, but not limited to, Lightering barges in the Delaware River, outturn losses and storage costs, between the pre-defined supply point and such Cargo’s Supply to the Refinery shall be determined in the same manner as for Cargoes delivered under the Execution Method. The Supply Point Method shall be used whenever Buyer agrees to purchase a Cargo from Seller’s or its Affiliates’ Affiliate’s portfolio.