Document DBvpVMv0vaKvza1GMGX2j8YB

Bnncn MINING LIMITED 2000 - 1055 WEST HASTINGS STREET. VANCOUVER. B C.. CANADA V6E 3V3 June 15, 1982 TELEPHONE. (604) 688-2511 TELEX 04-508664 Certain Teed Corporation Pipe & Plastics Group P.O. Box 860 Valley Forge, PA. 19482 U.S.A. Dear Sirs: RE: 1982 Allocation and Sales Agreement Please find enclosed the sales agreement covering the 1982 fibre allocation for your company. Both copies are to be signed, returning the original to Brinco Mining Limited for our files. We look forward to servicing your asbestos fibre requirements in 1982 and thank you for your prompt return of the signed agreements. Sincerely yours, BRINCO MINING LIMITED Manager, Marketing Department Enel JWO/avj CTD027904 AGREEMENT FOR THE SALE OF ASBESTOS FIBRE THIS AGREEMENT made as of the BETWEEN: AND- 17th day of MarC*1 13*? CASSIAR ASBESTOS CORPORATION LIMITED. a company incorporated under the iaw9 of Canada, having its head office at 2000 Guinness Tower. 1055 West Hastings Street. Vancouver, British Columbia, Canada, hereinafter called the "Seller". CERTAINTEED CORPORATION, Pipe & Plastics Group, 1400 Union Mooting Road, Blue Boll, PA. 19422, U.S.A. hereinafter called the "Buyer". 1- SALE/PURCHASE This Agreement shall be effective on JctnUcUTY If 1980 and shall terminate on D3C6IUDG3T 31/ IT IS THEREFORE AGREED that the Seller agrees to sell and the Buyer agrees to purchase, upon and subject to the terms and conditions hereinafter set out, the asbestos fibre hereinafter described: 19 2. GRADES/QUANTITIES/PRICES GRADES QUANTITIES (IN SHORT TONS) PRICES (PER SHORT TON) AK 7,500 $975.00 ~ AX 2,500 825.00 AZ 5,000 375.00 (loss 5% volume discount C7D027905 3. TERMS OF PAYMENT Payment shall hr made in the n.imr of Cassinr Asbestos Corporation Limited find delivered to it at 20<X) Guinness Tower, 1055 West Hastings Street, Vancouver. B.C. V6E 3V3, Canada or to The Koyal Bank of Canada. 1025 West Georgia Street. Vancouver, H C V6E 3N9, Canada. Unless otherwise agreed upon, the Buyer shall, prior to taking title to any asbestos fibre under this Agreement, prepay the full price ofsuch fibre to be sold by the Seller to the Buyer by depositing cash with the Seller for such purchase pnee (including cost of freight and documentation and other costs, if required). Notwithstanding the foregoing, until further notice the terms of payment for each shipment shall be as follows: Nat 30 days 4. PERIOD OF SHIPMENT as released by customer. 5. PRICES Prices are f.o.b. railroad cars, trucks, containers or barges or f.a.s. ships slings Asbestos Wharf. North Vancouver. British Columbia. The Seller may, at the Seller's option, deliver the asbestos fibre to the Buyer's carrier at points other than Asbestos Wharf, in which event the Buyer's freight charges for the asbestos fibre so delivered shall be adjusted so that the Buyer's freight charges are equivalent to those applicable to the delivery of such asbestos fibre to the Buyer's carrier at Asbestos Wharf unless otherwise agreed. The prices hereinbefore shown are based on conditions at the date this Agreement was made. The Seller shall have the right, at any time during the continuance of this Agreement to notify the Buyer, not less than 30 days in advance oft he effective date, of pnee increases which will be applicable lo any deliveries then scheduled to be shipped after the effective dote of such price increases. Any export or other duty, tax or similar imposition in respect of the asbestos fibre shall he for the account of the Buyer. In the event of the Seller so increasing the prices, or ol the imposition of any additional duty, export or other tax. the Bu\ or shall have the right to cancel all or any part of the undelivered balances of the amounts comprised within this Agreement scheduled to be shipped after the effective date of such price increases. 6. QUANTITIES *Hie quantities herein hefore showrn represent tons of 2.000 pounds each or 907.2 kilograms each. Delivery of the quantities of asbestos fibre hereinbefore shown is contingent upon the maintenance of a rate of production of the quantities concerned equal to current estimates for the period of the Agreement. If for any reason whatsoever these estimates are not realized, the Seller may without liability to the Buyer reduce, or in the case of force majeurc cancel, deliveries agreed to be made hereunder, provided that in the event of any reduction in deliveries the Seller 6hall attempt to reduce proportionately, among all customers that at the time have unfilled orders under agreements in this form, the quantities ofasbestos fibre to be delivered hereunder and thereunder. The Seller and the Buyer may by mutual written agreement vary the grades and quantities of asbestos fibre which are covered by this Agreement. 7. TITLE Title to and the risk of loss or damage to the asbestos fibre shall pass from the Seller to the Buyer (a) Whifre shipped from Asbestos Wharf. North Vancouver. British Columbia: (i) By rail, truck, container or barge, f o.b. Asbestos Wharf; (ii) By boat or vessel, f.a s. ships slings Asbestos Wharf; or (b) Where shipped from points other than Asbestos Wharf. North Vancouver, British Columbia: (i) Ry rail, truck, container or barge, fob. point of shipment; (ii) By boat or vessel, f.a.s. ships slings at point of shipment. 8. SHIPMENT Shipping instructions shall he given by the Buvcrin reasonable lime for the Seller to arrange for shipment* as set out in paragraph 4 In the event of the Buyer failing, from anv cause whatever, to coinplv with this condition, the Seller shall have the option lo cancel those tonnages in respect of which, up in the date of cancellation, shipping instructions were not given by the Buyer in sutficient lime ns aforesaid. If shipping instructions are gpen for shipments as aforesaid ur otherwise as agreed, then the Seller will use iLs best efforts to urrangc the necessary shipping facilities. 9. ADVICES OF SHIPMENT The Seller v. ill endeavour to give prompt notice of detail x of each shipment and to transmit promptly all shipping documents to the Buyer, hut In the event of am jnutil.ihon, dcluv in delivery or nondelivery of cables, documents, or other communications concerning shipments sent by the Seller, however caused, the Seller shall not be responsible for any consequences arising therefrom. CTD027906 10. I'OJtCKMA.JKUUK . ' b^r-sp-MimMoeitb^ofo* mwv Wm^*n<y'for*nydHr*rHfs4i^r*M*'Triv*FT't^vK^,nrr/hTrWthMlflyr,,M\fi\,l*'yri^VhJ** /Jt'i'A'-hi'ivos*! aIciV'.*C!li^.`iuCj (v'vor.aril vis U dLlurl/umr:,, .H.'e. it *>.kI injuring [file . vM/ibviii.kkeV.ww.uiic irupUofUs jiuucUJmaLsJidewV r *Mn<lmoiM .01* M'nrsttMTn^rflaiitv Ih^te^Y yhMh r <l^m.'-iir-v*r tV'reti'o`V'/nr* *uv ttnie 'V-0''tn control nvi*v (he feller M-fb(VeY..*i>V'tf W %f h* tht+'if'VrMjrrit f>t JfBgvvjl -1 l'('v'1CC`1 l-ii*'0 vOc'v:l'h VCji1' fr`0.'V`\l'U j\vu!^t ll'iuU(io;,\ ii|*ui-.thi<; j.Su i(ivn.uC. UvijWJAitJUr'pjuiuiUAWtf.rfy ^M/onj juh.u-ij j.ir.uUn< f iijf i^ujUiU 01 Uic.S. Uur.oi Jlu><*r ivr.t (her sir nl*u*w&*iiHnM)nr-t chc >ni uu.**> 4frkMbtT sseh -present l*tMI** "if r*tn-ontr ,r nr r*e ir* jpihn*TVVTrM* Sflhs-or erffbSf(TqmoTyfu,*Bli\,ik*,*l{trt*,n`tTVriiiV`-V vivrv. *iif.`M '-.)i."-*iy v.'fj4'(>-(.. !vOKr rtOKr({^i'il*C0(\ufX'ciCCv IvOfOuL!j',,(]y/y)v< AiaiprKv/V.' * gi'ilviu ^.cj?e/U,0l v-K1.'JiU. biunj.Mi'at i4P.U>L*vf tKc v^iiuiuj.ni:ui> aoiccmuinilutv.raiU\Ki'iiiU^urutwriiritiT-tuulLUtt JviiuJtv wiihiuiifc** jrHHroi (tic- partv fSjircti fmrtj^tn-r t *lt H>*`K<B*tr4r ih* Kv]v*eelmfnR hr<e-inoi uri that par tv *hmtr> nsnfv cheothrt in*wricmE,,.peeitying`fhenWW K*KJ^iJKffifili53Wrltfu2 rjuXSX HwO) ihi*ih.Jliii'ibuDi (b) If stoppage of or delay in deliveries of asbestos fibre is occasioned by any one or more of the above causes or in the event or consequence of sny cause whatsoever beyond the reasonable control of the Seller, the deliveries ofasbestos fibre affected, where they are not wholly orevented. mav. at the option of the Seller, cither be cancelled in whole or in part or be wholly or partially suspended. In the case of suspension the Buyer may acceptor cancel all or part of the suspended tonnage and the lime of delivery of the accepted portion will be by mutual agreement in writing. HAZARDOUS PRODUCTS WARNING Cla^rns^aypjn^^th.i^S^lbr^rct.UjHMKCc'tly^irmjjirecl] vto^tjie Jluycr'^^vcqujsi.tion^^ {if /ibl'i.fWPX thp^<JJecxiACW^Vu(?afl*c<liaVlWpir XiXu^JaovVis. persunolHiMirjt-*,du4Ke&.,cilritiv'howcC4^>-*tkftjni4.Iaronoufitn.r6.Hpo&fibiUWttfjiv Seise. rui the Buyer^Wt*d)v cmire^M.VAvnivcO Ghvaf it-* rights us nvmnsT ihr^'ltrrvrt.h riVp>VMo'rnt-VYirh>tnime`1V-1 Uueef VcWifA* If dL'tA- fh.M.lV >VQ'^)(civply>WL^it^audCuyia3Uj'Lu^Uji4Ui.'CsiL3t:^iirigirsJuuJiVvsvx(y tajituulUng, ujfevfw puc^Sbitig uuuJ*j|Uzjfc fibre..ind m.pantcuhirhyJ>rc;\'hmuatyring<*(iMg n*ori ocwats^cnntfiirtm* mdkMPhbrr-tvnistenO Wthivlchiiutv to warn-. thr-Biiver nnib.TtMccb^^a^p^tnjf^'tde vi(pjnufi\h* In 12. WARRANTY AND EXCLUSION OF WARRANTIES The Seller warrants that the asbestos fibre sold hereunder shall meet its standard specifications. In the event of breach of the foregoing warranty the liability of the Seller shall be limited to the cost to the Buyer hereunder for the asbestos not meeting such specifications, and in no event shall Seller be liable for special, indirect or consequential damages resulting from such breach. Save as aforesaid there arc no warranties, implied, statutory or otherwise made or deemed to have been made by the Seller with respect to the condition, quality, fitness for any general or particular purpose or other feature of the asbestos agreed to be sold hereunder. 13. SPECIAL CONDITIONS All asbestos fibre supplied hereunder shall be used by the Buyer in its own factory or factories and not re-sold by the Buyer in an unmanufactured state, without the express permission of the Seller. 14. GENERAL CONDITIONS (a) If the Buyer defaults in payments hereunder or becomes subject to bankruptcy laws or goes into liquidation for any purpose other than reconstruction or reorganization, the Seller may at its option withhold all or any further deliveries for such lime as the Seller thinks fit or cancel the balance of deliveries under this Agreement. (b) Where saleof the asbestos fibre is with a certificate supplied by an independent inspection authority, the certificate (the charge for which is payable by the Buyer) shall be conclusive as to the matters certified. (c) This Agreement constitutes the entire agreement between the parties hereto relating to the sale and purchase ofthe asbestos fibre herein provided for, and Seller shall not be bound or in any way affected by any other terms (whether contained in Buyer's purchase order or other instrument whatsoever) unless the Seller and the Buyer have executed a written contract which by its terms is made part of or amends this Agreement Without limiting the generality of the foregoing, any instrument in writing of the Buyer which contains terms or conditions inconsistent with the terms and conditions hereof shall he deemed to he a counter-offer by the Buyer and shall not be binding upon the Seller unless written acceptance thereof is sent to the Buver. Performance l>v the Buyer in the absence of such written acceptance shall he deemed to be performance n accordance with the terms of this Agreement. 15. APPLICABLE LAW AND INTERPRETATION This Agreement shall I to governed by and sobjiv t to all upphcnhle and vnlid laws and regulations of the Province of British Columbia and Canada. If nnv provision hereof is contrary to any such law or regulation, tins Agreement shall he regarded as modified accordingly and. as so modified, shall continue m force and effect. This Agreement shall be interpreted exclusively by the applicable Courts of the Province of British Columbia including any Courts of Appeal therefrom. 1. CANADIAN RINDS All payments by the Buyer under this Agreement are payable exclusively in lawful money of Canada unless otherwise specifically agreed in writing. CTD027907 17. NOTICE Any notice required or permitted under the Agreement shall be given in writing by personal delivery or by prepaid registered air mail, or by prepaid telegram, telex or cable, addressed as follows: To the Seller: Cnssiar Asbestos Corporation Limited, 2000 Guinness Tower, 1055 West Hastings Street, Vancouver. B.C. VGE 3V3. Canada CERTAINTEED CORPORATION, Pipo & Plastics Group, 1400 Union Meeting Road, Blue Bell, PA, 19422, or such other address as either of thep.'frtfeS mnV from time to time designate in writing to the other. Any notice sent by prepaid registered airmail shall be deemed to have been received by the party to whom .addressed ten (10) days from the date of postmark. Any notice sent by prepaid telegram, telex or cable shall be deemed to have been received by the party to whom it was addressed three (3) days after the time of dispatch. 18. AIDS TO INTERPRETATION Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing gender shall include the masculine, feminine and neuter genders; and words importing persons include corporations and unincorporated associations and organizations and vice versa. 19. APPLICATION TO OTHER ORDERS The terms and conditions contained in this Agreement shall also apply to all other asbestos fibre ordered by the Buyer from the Seller during the term of this Agreement except insofar as any terms and conditions contained in this Agreement a^e inconsistent with any special terms agreed between the Buyer and the Seller in any particular instance. 20. SUCCESSORS AND ASSIGNS The Buyer shall not sell, assign, transfer, charge, pledge or hypothecate thisAgreementor the asbestos fibre sold hereunder or any part thereof or any interest therein without the express written consent of the Seller. IN WITNESS WHEREOF, the Seller and the Buyer have executed this Agreement under the hands oftheir respective proper signing officers. W. 7{(b=^ CERTAINTEED CORPORATION. CTD027908 CONTRACT RIDER Changes to the original contract are listed as follows: 10. FORCE MAJEURE (a) Seller shall not be responsible either for non-shipment or for any deliveries being delayed or prevented, nor shall the Buyer be responsible for failure to take delivery caused in whole or in part by force majeure. The term "force majeure" shall include, without limitation, the following enumerations; strikes, lockouts, labour and civil disturbances; acts of God, including fire, earthquakes, ^volcanic eruptions, floods, landslides, adverse weather conditions^ unavoidable accidents, laws, rules, regulations or orders of any govern ment or agent or instrumentality thereof, whether domestic or foreign having at any time de factor or de jure control over the Seller or Buyer, acts of war whether declared or undeclared; unavailability of essential equipment, material or labour or restrictions thereon or limitations upon the use thereof, delays in transportation or com munication or other causes reasonably beyond the control of the Seller or Buyer whether similar or dissimilar to the causes herein specified and whether such causes prevent totally, or cause only a reduction in rate of, production by Seller or consumption by Buyer, and whether .or not such causes affect sales by Seller; provided, however, that \_Seller shall hot be relieved of its obligation to allocate existing quantities of the grades set forth in section 27\ hereof, 'among-it's"' contract customers in accordance with section 6~nereof. The settle ment of strikes, lockouts and labour disturbances and the decision of whether to question or to test the validity of any government law, rule, regulation or order shall be wholly within the discretion of the party concerned. If the Seller or the Buyer claims force majeure that party shall so notify the other in writing specifying the nature of such force majeure and the date of commencement thereof. Upon the force majeure having terminated or ceasing to have effect, the claiming party shall so notify the other. 11. HAZARDOUS PRODUCTS WARNING Claims against the Seller, related directly or indirectly to the Buyer'.s acquisition of asbestos fibre from the Seller, in respect to consequential loss, damages, personal injuries, diseases, or death, however arising, are not the responsibility of the Seller and the Buyer hereby expressly waives any of its rights as against the Seller with respect to any such claims. The Buyer acknowledges that he is aware of the possible health hazards in dealing with asbestos fibre CTD027909 V CONTRACT RIDER / and undertakes and agrees to adequately warn its employees, agents and / customers of the possible dangers in exposure to, handling, use of or / processing of asbestos fibre and in particular by breathing air or in gesting food or water containing asbestos fibre. However, fore the purpose of this Agreement, the Buyer shall be deemed to have complied with the aforementioned duty to adequately warn its employees, agents, and customers for so long as Buyer complies with all requirements of any Federal, state, or local government, or agency thereof, or any court of competent jurisdiction in which the products of the Buyer are sold and to the extent that Buyer as an expert in the field is deemed to have an obligation to adequately warn of such dangers. CASSIAR ASBESTOS CORPORATION LIMITED CTD027910