Document 1g5ndpLVdwbLqX22gEDJwBzVo

November 30, 1970 Mr. Frank E. Argemingor General Electric Co. 100 Woodlawn Avenue Pittsfield, Mass. 01201 Dear Frank! Randy Graham and I enjoyed our visit with you. I ajn particularly pleased that I had the opportunity to meet you and to discuss with you the price increase for Aroclor. The price of. Aroclors will be increased $0.02 per pound effective'7 1 January 1971. The new price for tankear shipments of Pyranol " A13B3D and Aroclor 1250 (Pyranol A13EIE) will be $0,187 per pound, F.O.B. plant and $0.13 per pound delivered respectively. As I stated at the tine of our neeting, there are several factors which lead Monsanto to this price increase decision. Certain of the core highly chlorinated PC3s (polychlorinated biphenyls) have been found to persist in the environment, and nay be hamful to sensitive marine and bird species. Due to this PC3 environmental pollution problem Mon.anto has withdrawn certain Aroclors from non-electrical product applications where confinement and control of tho PC3s are not possible. This has resulted in substantially lower volumes and increased product costs. We intend to continue to make these products available to tho electrical industry for use in sealed capacitors and transformers. In doing so, the need to conform with requirements dictated by the PC3 environmental problem hao resulted in additional increases in manufacturing costs, toxicological testing expenses, and re search costs. Monsanto has historically had a responsible pricing solicy on Aroclor, V:e will continue to operate 'under the same policy and have approached this price change aa one which v/ould provide Monsanto only the minimum necessary revenue required by the true increases in our cost of operation. I have attached for your review and consideration a sales contract I0S 002855 HART OLDMONOOQ5965 Hr. Frank E* Argeralnger November 30 I970 covering the period January 1, 1971 to December 31, 1971. If you find that you are interested in such an arrangement, you should coaplete the document by adding Pittsfield'3 estimated partial requirements in the quantity section of the contract, have all 4 copies executed and return to me* Vfe look forward to continued close relationships with General Electric* We solicit your assistance in the proper handling of these products to minimize losses to the environment. Sincerely, . /l09 Attachment cci P. G. Benignus G. R. Graham H. S. Bersen T. L. Gossage Director of Sales Functional Fluids * IDS 002856 HARTOLDMONOOQ5966 ! W S a i = *.] i 5 800 H- Liodor;K 8oOvor4 St. LouH, Missouri 6-3146 (314) 494. 1000 SALES CONTRACT sold to general Electric Company Pittsfield, Mass. PERIOD GOODS THE FOLLOWING GOODS. SUBJECT TO TEAMS AS STATCO BELOW ANO ON THE REVERSE SIDE HEREOF January 1, 1971 -to December 31, 1971 Pyranol A13333 and Aroclor 1250 quantity Buyer's partial requirements estimated at pounds per year. payment terms Net 30 days f.o.b. Anniston, Alabama or Sauget, Illinois f PACKING Tank cars - 8000 gallons St PRICES Pricing: Bulk 55 Gal. Drum 5 Gal. Drum Tank Car CL/TL LTL PCS Plant Aroclor 12o0 Delivered .180 .207 .227 .327 350 Lb. 675 LB. Drum Drum Tank Car CI7TL LTL/TcZ LTI/LCL 50 lb. Drum LTL/LCL Pgranol A13333 F03 plant .187 .215 .225 .230 325 REMARKS See attached Rider A which forms part of this contract, Articles 9 & 10 deleted. Thif contra:! vei'-l not be bind:;:; on Seller unless accepted and returned uilhln thirty days ;V:: date hereof. ACCEPTED AS OF THE DATE HEREOF ( __________________________________ Bv------------------------ Title______________ S-43C REV II - tl Dated------------------------------------------------------- ----------------- MONSANTO COMPANY By------------------------------------- --------------------------------------------------- -- Title------------------------------------------ ------------------------- ` IDS 002857 HARTOLDMONOOQ5967  l. FORCE M.VJm'P.E. Deliveries may be suspended by either party in case of Act of God, war, riots, fire, explo sion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labor, containers, or transporta tion facilities, accident, brca.kagc of machinery or appara tus, national defense requirements, or any cause beyond the control of such party, preventing the manufacture, shipment, acceptance, or consumption of a shipment of the goods or of a material upon which the manufacture of the goods is dependent. If, because of any such circum stance, Seller is unable to supply the total demand for the goods, Seller may allocate Its available supply among itself and all of Us customers, Including those not under contract. In an equitable manner. Such deliveries so suspended shall be cancelled without liability, but the contract shall other-' wise remain unaffected. 2. BUYER'S CREDIT. Seller reserves the right, among other remedies, ei'hcr to terminate this contract or to sus pend further deliveries under it in the event Buyer fails to pay for any one shipment when same becomes due. Should Buyer's financial responsibility become unsatisfactory to Seller, cash payments cr satisfactory security may be re quired by Seller for future deliveries and for goods there tofore delivered. 3. WEIGHTS AND CONTAINERS. In the case of bulk carload, tank car, or tank truck shipments, shipper's weights shall govern. Where shipment requires use by Seller of car boys, drums, barrels or other returnable containers, title to such containers shall remain in Seller and a deposit in the amount required by Seller must be made at the time the goods are paid for. Such container must be kept in good condition and may not be used for any material other than that shipped therein and must be returned within sixty (60) days from date of shipment. On such containers being so returned in good condition, a refund of the deposit will be made. 4. SHIPMENTS. The quantity shipped in any contract month may be !imi:cd by Seller to either: ia> the average of the monthly quantities ordered by Buyer hereunder for the preceding contract months, or <b> the maximum quan tity covered by this contract divided by the number of months in the contract period. Seiler shall not be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5. WARRANTY. Unless otherwise provided herein, Seller warrants title and that all goods sold hereunder shall con form to Seiler's standard specifications. Subject to the pre ceding sentence ar.d except as otherwise expressly stated herein, SELLER MAKES NO REPRESENTATION OR WAR RANTY OR ANY KIND. EXPRESS OR IMPLIED, AS TO MERCHANTABILITY. FITNESS FOR PARTICULAR PUR POSE. OR ANY OTHER MATTER WITH RESPECT TO THE GOODS, whether used alcr.e or in combination with other substances. Seiler shall not be liable for. and Buyer assumes responsibility for, all personal injury and property damage resulting from the handling, possession or use of the goads by Buyer. 6. LIMIT OF LIABILITY. All claims for alleged defec tive goods, shortage or other cause shall be deemed waived unless made In writing and received by Seller within fifteen (15) days after Buyer learns of the alleged defect, but in no event later than sixty <60> days after Buyer's receipt of the goods. Buyer's exclusive remedy shall cc for damages, sub ject, however, to Buyer's agreement that for any and all losses or damages resulting from any cause whatsover in cluding alleged defective or damaged goods. Seiler's liability shall in no event exceed the purchase price thereof, or at the election of Seller, the repair or replacement of such defective or damaged goods. In no event shall Soller be liable for incidental or consequential damages. Transporta tion charges for the return of goods shall not be paid unless authorized ir. advance by Seller. 1' PATENTS. Seller warrants that anv goods sold p1suant to this contract, except as are made specifier.::;.- f Buyer according to Buyer's specifications, do not inf.-in tion of infringement. Seller does not warrant that the u of any goods sold hereunder, or articles made therefro; either alone or in conjunction with other materials not infringe a patent. v ill 8. FRuIGnT -- TAXES. Any Increase in freirht rat^s paid by Seller on shipments covered by this contract and any tax or governmental charge or increase in same here after becoming effective increasing the cost to Seller of producing, selling, or delivering the goods or of procuring materials used therein, and anv tax now in effect o- in crease In same payable by the Seller because of the sa'le of the goods, such as Sales Tax, Use Tax, Retailer's Occupa tional Tax, Gross Receipts Tax, may, at Seller's option, bo added to the price herein specified. 9. PRICE REVISION. Tne price, point of delivery, serv ice allowance, If any, and terms of payment herein specified may be revised as of the beginning of any quarterly period commencing on the first day of January, April, July and October after the date hereof (including the first such quarterly period), by written notice from Seller dispatched not less than fifteen (15) days prior to the date on which any such quarterly period is to commence. If Buyer docs not serve Seller with written notice of objection thereto prior to the beginning of any quarterly period, tht>proposed revision will become effective at the start of such quarterly period. Buyer's written objection to such proposed revision served upon Seller prior to its effective date shall permit Buyer to purchase cUewhcre the quantities due durine the ensuing quarterly period if Buyer shall bs able to purchase such quantities of equal quality a: a lower delivered price from responsible United States manufacturers of the goods, and shall have furnished Seller uith satisfactory w--,uer> proof of bona e offers by such manufacturers arid Seller shall have elected not to meet such offers, ir. which event Seller shall be released from its obligation during such quarterly period. If Seller desires to revise the orice, point of delivery, service allowance, or terms of payment pursu ant to this paragraph, but is restricted to any extent against so doing by reason of any law, decree, order cr regulation of any government, or if the price, point of delivery, serv ice allowance, or terms of payment then in effect under this contract are altered by reason of any law. decree, order or regulation of any government, Seller shall have the right to terminate this contract. 10. PRICE PROTECTION. Should Buyer at any time any shipment is due under this contract be offered a lower delivered price cr. material manufactured in the United States of equal quality, in like quantity as the shipment involved, for the same use by a responsible manufacturer of the goods and furnish Seller satisfactory p.-vcf of same. Seller will either supply such shipment at the lower price or permit Buyer to purchase such quantity at the lower de livered price from the manufacturer making such offer, and the quantity so purchased will be deducted from the total quantity of this contract. 11. ASSIGNMENT. Buyer may not assign its rights or delegate its performance hereunder without die prior writ ten consent of the SAlir. and any attempted assignment or delegation without such consent shall be void. 12. MISCELL NNCOl'S. This contract is to be construed according to the Yus of the State of Missouri. TL.s docu ment constitutes the fui! understanding of the parties, and no terms, conditions, understand:.".:: or agreement purport ing to medify or vary the terms of this document sh.cil bo binding unless hereafter made in writing and signed by tne party to be bound. IDS 002858 HARTOLDMONOOQ5968 RIDER A Force Kajeure ' It Is understood that the products sold hereunder con tain polychlorinated biphenyls, which some studies have shown may be an environmental contaminant. Buyer agrees to use its best efforts to prevent such products from entering into the environment through spills, leak age, use, disposal, vaporization or otherwise. In the event Seller determines that, in order to prevent con tamination of the environment, it is necessary to dis continue the sale to Buyer of polychlorinated biphenyls for the applications contemplated by Buyer, Seller may terminate this Agreement at any time by giving Buyer at i least ninety (SO) days prior written notice. IDS 002859 HART OLDMONOOQ5969