Document EgY3B7QKdJ3Y3x1BE7Yg97Zn

rnemaan THIS JWRE&ffiHT jnade and entarad into as of tbio Any of y/ /^ei ^4 1953, by and between THE QLIDDEN COMPANY, an Ohio corporation, with general offices in Cleveland, Ohio, hereinafter referred to a* *Seller," and THE EAGLE~PICHER SUES COMPANY, a Delaware corporation, with general offioes in Cincinnati, Ohio, hereinafter referred to ae Buyer," WITNESSETHi WHEREAS, The Eagle^ptoher Coopery, Buyer*a parent and it# eole source of Dry Carbonate of White bead, la discontinuing the manufacture of Dry Carbonate of White lead, and Buyer is desirous of acquiring a eouroe of supply of Dry Carbonate of White lead to enable Buyer to offer a full line of pigments to its trad#) and WHEREAS, Sellar is deolroua of Increasing its production and tale of Dry Carbonate of White Deed end is willing to supply Beyer with Its entire requirements of Dry Carbonate of White Deed for resale, IT IS AOREED AS P01XCW8I Seller egrets to sell end Buyeragrees to buy upon the following ' terns and oondltlonsi 1. MATERIAL Dry Carbonate of White Lead (hereinafter tonetinea referred to ea White Lead), Material covered ty thle Agreement ehall be the Seller1e standard grades of product currently being offered to its cm trade, Suoh saterial shell be packaged in multiwall paper bags of a ' quality equivalent to bags currently used by Seller in packaging It* own material. Such bage ehall bear Buyer*e marks and designs, 2. QUANTITY Buyer's resale requirements, but not more them J>Cf of Seller's total volume of production during any month. CLD0001C4 3. mcs () The price to be paid by Buyer for each individual ehlp- ment hereunder shell bo Seller's established prieo to the industry Is which the materiel la sold by Buyer, f .o.b. Scranton, Pennsylvania, full freight kllowad to deatlnatlon, in offoot on dote order lo placed or en date of hlpuant, whichever Is pacified by Buyer at tho tine each order is placed by Buyer. (b) Price ae uaed herein ia Seller'a published prloe f.o.b. Scranton, Pennsylvania, with full freight allowed, eubjeot to the proviso that the maximum freight allowance shall not exceed the freight fro* Scranton, Pennsylvania, to St. Louis, Missouri, (e) To encourage Buyer to use its best efforts to market l/hito Lead, thereby enabling Seller to increase its prediction and sale of tfhit# Lead, prices sst forth in this Itan 3 shall bs eubjeot to the follow* lng Monthly adjustments to he deducted froa the price charged Buyer by Seller, euoh adjustments to be applied on Buyer's net oost which is defined as Seller's published prioo less li (1) On purchase! made by Buyer up to 200 tone per month, Buyer shall be allowad an adjustment of 2&. (2) In the event Buyer's purchases shall range from 200 to 250 tons per month, the adjustment shall be J% or all purchases made by Buyer, (3) In the event Buyer's purchases shall range from 250 to 300 tons per month, the adjustment shall ba If of all purchases made by Buyer. (li) in the event Buyer's purohasea shall range from 300 to 350 tons per month, the adjustment shall bs 5% of all purchases mads fay Buyer, (5) In the event Buyer's purchases shell be 350 tons or more, the adjustment shall bo 6% on ell purchases sad! by Mper* 2* GLD000145 At the and of each Month an accounting will bo Nad* to reflect the not adjustment provided in Item 3(o)(l) to {$), inclusive, and payment will bo node to Buyer at deternined by ouOh accounting* In TEWS OF PAYMENT 1, 10 days, net euh 30 days from date of invoice* Jntoloos ahell bo payable in lawful currency of the United States* 5. SHIPPING raSTBUCTlOKS Shipments will be Made from time to time as the needs of. Buyer nay require, and will be directed by Seller to deetinations which Buyer nay from time to tine eeleot. All ahipnents will be made in name of Surer with freight pre paid, and Buyer'e etendsrd fonts will be used by Seller* 6. UABItlW VOR RESULTS OBTAINED Seller Makes no warranty of any kind, express or implied, except that the Material sold hereunder shall he of Merchantable quality; and the Buyer and its customer* assume all risk and liability for results obtained by tbs use of the materiel, whether used eingly or in combination with other produota* 7. CUIMS Ho claim of any kind, whether ea to Material delivered or for nondelivery of material, shall be greater In amount that the purchase price of the material in reapoot of which euch damages are elaiMed, and failure to give notice of claim within sixty (60) days from date of delivery, or the date fixed for delivery, respectively, shall oonstituta a valvar by Buyer of all claims in respect to such Material* I. TAXES Buyer shall reimburse Seller for all taxes, excises or other chargee vhioh tb Seller may be required to pay to any goveirsuant (national, utate or local) upon the sale or production of the material sold hsrowndor "3" GtDOOOlAfc < Ho liability ahall result fron delay in performance or nan* performance caused by circumstances beyond the control of tha party effeoted, including, but not linite4 to, act of Ood, fir, flood, irar, gov*meant aotlon, accident, labor trouble or shortage, inability to obtain material, equipment or tranaportation. Quantitlea ao affaotad ahall ba eliminated fron tha oontraot without liablUty, but tha oontreot ahall retain otharviae unaffeoted, ID. ASSIGNMENT Thia Agreement nay be assigned by aithar of tha partiaa to any corporation resulting fron tha oonaoUdation or merger of either of said partlea into any corporation whether or not ouch party ba tha surviving corporation In such margor or oonaoUdation, but ahall not ba otharwiaa aaeignable without the agreement in writing first bed of eaoh of tha parties hereto, H. p a t e n t in d e mh it t Seller warrants that the -use or aale of tha material delivered hereunder will not infringe the claims of any United Staten patent oorering the material itself) but does not warrant against infringement V reason of the use thereof in combination with other materiel or in the operation of any process, 12, PAIR LABOR 8TAMDARP3 Seller warrants that in tha performance of thia oontraot It will comply with the Fair tabor Standards Act of 1938 and any amendments thereto. 13. DURATION Thia Agreement ahall become effeotlre a of }*}<% and shall continue for a period of fir* ($) yeare therefrom, and from year te year thereafter, subject to cancellation at the end of euah five year period, or at the end of any year thereafter, by either party giving the other twelve i S' \ { , { GLDOOOley / (12) months' notice in writing, rad *object farther t th# right f the Seller to eenoel this Agreement at ray tin* on ninety (90) day*' notie* *. in writing in th* event it discontinue* the msnufaotur# of Whit* Lead* lit. ARBITRATION Any oontrT*r*y or claim arising out of or relating to this Agremeant, or th* brooch thereof, shall be nettled by arbitration in eooordtno* with th* rules then obtaining of th* American Arbltratlee Association, rad judgment upon the award rendered may be entered in any court haring jurisdiction thereof* 15. ENTIRETY OF OOKTRACT This Agreement constitutes the entire eontraot of sale aad purohast of ths matsrlal named haraln* No modification shall be of tsy fores or effect unless In writing*and signed by th* party plained t* be bound thereby, and no modification shell be effeoted bgr the aoksowledgmant or acceptance of purchase order forms containing different oonditiebs. IN WITNESS WHEREOF, this Agreement has been duly executed by the proper offioer of Th* (Hidden Company and by th* proper offioer of The EagloHPloher Sales Company as of the day and year first abort written* THS QLXDDBt COKPANT t THE KAflL&MeHER BUSS CCKPA1CT GLDOOOlA8 .......: W' - # '}) " lUW-'-Vn * VM SUPH35HENT1L AOKHEHSff THIS iORXSHENT is to b attached to end mads a port of * certain contract doted March 2, 1953, by and between THE KAOIS-PXOHBl 6JLU58 CONftUIT, Delaware corporation, having lta general offleee in Cincinnati* Ohio* and THE OUDTEH COKPiHT, an Ohio corporation, having its general office* In Cleveland* Ohio. For value reoeived, THE EAflIE-fICKER SAI83 COMPANY does hereby assign* transfer end get over unto THE EAOIB-PICKER COMPANY* lta gaoeessors and assigns, the above-Mentioned contract, subject to all of the terms and condition* thereof. This assignment ahall be effective at of the cloae of business on November JO, 195b* IN VITKK88 WHEREOF, the said THE EAQIB-PIOHER 6AIB3 COHPAXT has hereunto set its hand by lta Vico President thereunto duly authorised end hae caused Its corporate seal to be hereunto affixed, duly attested by its Secretary, In the City of Cincinnati* Ohio, on thle 3dc day of November, 195b. m naus-Picm s a i c o mpan y Attesti < I'; 'I TIE EAQU-PICHER COMPINT, in oonsidsratlon of the foregoing assign ment of the said contract dated March 2, 195>3, and of the ooneeht thereto of . THE OUDD&N COMPANY, hereby assume the oontreot as described la the fora* going assignment and as of the oloae of business on Novaaber JO, l?5b*'Cgro*a to perform an4 abide by ell of the terms* prorielana, obllgatiotgl, eoTWact# i 1 a and agreeaents as set forth in said contract, ` IN WITNESS WHERBOP, the said THE EA0IB-PKKER COMPANf h* hereunto V'.v# : ,;U: W'W : fikh'VA:. CLD000149 - N 2094.01 ltd hum! by Its Vico President tbsrsnato duly authorised sod sensed Its corporate imI to be hemmto affixed, duly attested by its Secretary in the City of Cincinnati, Ohio, on this 3crcL day of Hoveabar, l?5i THE 8AQLE-PJCKER COMPACT **** THS QIXDBEH COMPACT hereby oonssnts to tbs eaalgnannt by TKB EAOIS-PICHEH 8AI3 COMPACT to THE EAOLE-FICHffi COMPACT of the said oontraot dated Maroh 2, 19$3i hereinabove sat forth, affaotiva as of tbs oIos* of business on Hovenber 30, 1P5I*. I CTTNKSS WHKREOT, tbs said TKl OLTOBEN COMPACT has harsunto sot its by its vice President thereunto duly authorised and oauasd its corporate seal to be hereunto affixed, duly attested by its Secretary ' , in the City of Cleveland, Ohio, on this 13th day of December , THE QIJDDEW COMPACT \ y'p ' \ /&CntjC Attests r ! b. Horner, Secretary P. Ruth, Tie# President GLD000150