Crude Oil Buy/Sell Agreement between Sunoco, Inc. (R&M) and Sunoco Partners Marketing & Terminals L.P.

Summary

This agreement is between Sunoco, Inc. (R&M) and Sunoco Partners Marketing & Terminals L.P. for the mutual purchase and sale of crude oil. Each party agrees to deliver specified volumes of crude oil to the other at agreed delivery points, with prices based on market rates. The agreement runs for a set term and continues month-to-month unless terminated with 30 days' notice. Payment is due the month after delivery, and any volume imbalances at the end of the contract are settled according to specified terms. The agreement incorporates general terms from Sun Refining and Marketing Company.

EX-10.11 10 dex1011.txt FORM OF CRUDE OIL BUY/SELL AGREEMENT Exhibit 10.11 Form of Crude Oil Buy/Sell Agreement This is to confirm a Buy/Sell Agreement concluded on ____________, 2002 between Sunoco, Inc. (R&M) and Sunoco Partners Marketing & Terminals L.P. under the following terms and conditions. In any future correspondence concerning this Agreement, please refer to contract number _____. Part - A: Sunoco Partners Marketing & Terminals L.P. ("Seller") delivers to Sunoco, Inc. (R&M) ("Buyer") Seller: Sunoco Partners Marketing & Terminals L.P. P.O. Box 2039 Tulsa, OK 74102-2039 Buyer: Sunoco, Inc. (R&M) P.O. Box 1014 Toledo, OH 43697 Term: Effective ___________, 2002 through ___________, 2002, and continuing month to month thereafter unless terminated by either party upon giving thirty (30) days prior written notice to the end of the initial term or any extension thereof. Quantity: Buyer shall purchase all volumes of the specified quality delivered by Seller at the Delivery Point. Buyer and Seller estimate that volume will be approximately ______ barrels per day. Volume to be delivered each month will be adjusted based on lease purchases. Quality: [insert crude oil quality type] Delivery/Title/Risk: Delivery shall be made and title and risk of loss shall pass from Seller to Buyer as the crude oil is delivered from the facilities of __________ at _______________ (the "Delivery Point"). Price: Market based prices, as determined by the parties. Part - B: Sunoco, Inc. (R&M). ("Seller") delivers to Sunoco Partners Marketing & Terminals L.P. ("Buyer") Seller: Sunoco, Inc. (R&M) P.O. Box 1014 Toledo, OH 43697 Buyer: Sunoco Partners Marketing & Terminals L.P. P.O. Box 2039 -1- Tulsa, OK 74102-2039 Term: Effective ___________, 2002 through ___________, 2002, and continuing month to month thereafter unless terminated by either party upon giving thirty (30) days prior written notice to the end of the initial term or any extension thereof. Quantity: Buyer shall purchase all volumes of the specified quality delivered by Seller at the Delivery Point. Buyer and Seller estimate that volume will be approximately ______ barrels per day. Volume to be delivered each month will be adjusted based on lease purchases. Quality: [insert crude oil quality type] Delivery/Title/Risk: Delivery shall be made and title and risk of loss shall pass from Seller to Buyer as the crude oil is delivered from the facilities of __________ at _______________ (the "Delivery Point"). Price: Market based prices, as determined by the parties. Part - C (For Part A and Part B): For pricing purposes, the crude oil delivered during any given calendar month hereunder shall be deemed to have been delivered in equal daily quantities for each day of the given month. Buyer and Seller agree that for the term of this Agreement and any extensions thereof, Seller shall not incur gravity penalties. Payment: U.S. Dollars on the twentieth (20th) day of the month following the month of delivery upon confirmation of actual delivered volumes. Payment is to be made by intercompany transfer. If the due date falls on a Saturday or a bank holiday, other than a Monday, payment shall be due on the last preceding business day. If the due date falls on a Sunday or a Monday bank holiday, payment is due on the following business day. Balancing Provision: The parties agree to use their best efforts to maintain a balanced exchange pursuant to the terms of this Agreement. However, after all monetary obligations under this Agreement have been satisfied, any volume existing at the conclusion of this Agreement of less than 1,000 barrels shall be declared in balance. Any volume imbalance of 1,000 barrels or more unless expressly waived by written notification from the overdelivering party, shall be settled by the underdelivering party making delivery of the total volume imbalance in accordance with the terms hereof. Delivery of such imbalance shall be made within 90 days after the conclusion of the term of this Agreement, otherwise this Agreement shall be deemed balanced and complete. -2- General Terms and Conditions: Where not inconsistent with above Sun Refining and Marketing Company's General Terms and Conditions (excluding waterborne cargos) (April 1986 Edition - Revised April, 1990) will apply. Contacts are: Scheduling: E. W. Liszewski ###-###-#### or S. K. Sullivan ###-###-#### or K. A. Davison ###-###-#### Contracts: Y. M. Clavie ###-###-#### This instrument contains the complete agreement of both parties and cannot be modified unless in writing. No hard copy contracts will be exchanged. Thank you for the opportunity to conduct this transaction with you. Best regards, SUNOCO PARTNERS MARKETING & TERMINALS L.P. BY SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC By:_________________________________________________ [INSERT NAME OF OFFICER OF SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC] -3-