Document Jv8V7R97eXwLZZV5qKmYYLwqv

FILE NAME: Mahoning Valley Supply (MVS) DATE: 1960 Jan 27 DOC#: MVS004 DOCUMENT DESCRIPTION: Distributor Sales Contract with Johns Manville  I P H O D U C T * A G R E E M E N T FOR P U R C H A S E OF Johns-Manville Insulation Materials BY P R I M A R Y I N S U L A T I O N DI STRI BUTOR RECEIVED FEB 0 2 1S90 T H IS . 27th AGREEMENT ENTERED INTO AT YoUPgStOWIl, Ohio .DAY OF. January 19. 60 between JOHNS-MANVILLE SALES CORPORATION, hereinafter called "Johns-Manville", a nd. ____________________ Mahoning V a lle y Supply Com pany______ 7 0 4 .Y o u ngstow n-roxana oaa m .,, plow pf bp*. . Youngstown, * S trn f address, town or city and itat# Ohio___ _ hereinafter called the "Buyer", W itnessed: the Buyer solicits business from users of indus trial insulation products listed in the attached Schedule " A " in the te rrito ry described in this agreement; and Whereas Johns-Manville sells Johns-Manville Industrial Insulation Products, listed in the attached Schedule " A " , as said Schedule " A " may be amended from time to time by Johns-Manville, hereinafter referred to as "Products"; and * v**?. . . W h e r e a s Johns-Manville desires, in the territory de scribed in this agreement, to have Buyer a Primary Distributor who w ill solicit business fo r the Products from said users; t---------- N O W , T h e r e f o r e , Johns-Manville Agrees to sell to Buyer and Buyer agrees to buy from Johns-Manville the Products at*Johns-Manville's current prices and terms , o f payment to Primary Insulation Distributors subject to the following terms and conditions: 1 , The Buyer agrees to purchase and maintain on hand during the existence o f this agreement, a stock of the Products sufficient in quantity to supply the demands of said users in the fallow ing territory: G0019 Following q m tiw in atete ut Qhte V- ?.rj ; r\'r` ' if Ur' .-L'ln \* /r? * -/*!. v- < ;-. * r*r.>^c.^v Tirfffv.-:' ? -# % ? TraatbcOl . .*f ' *-Vr Y ' -1' i.J*.* *,35i !:^; *. }!. ! h >j. V.. f '. i- J u 1 iff... - W w ' . j fc *c : m fat: -it? i . . r . i K ! * I V . . ................ i I 2.^ . -- Th-e P^rimary Insulation Distrib.u.to.rs' p.r.i'c..es arid te. r.m.s and conditions o f rsale .m...a..y. be changed by. .J. .o.h.n.s- .M anville w ithout p rio r notice to the Buyer, although it w ill be the practice of Johns-Manville to give prompt notice to the Buyer of any such change or changes. In the event o f a decline In price, all orders w ill be invoiced a t the price in effect at the tim e o f ship ment. r "? In the event of an advance in price of the Products, the Buyer shall have the privilege o f ordering for-, eoch separate stocking branch maintained by the Buyer, one total carload of Products at the price in effect before such advance shall have taken effect. Each carload may be made up of any one or all of the Products. Any unfilled orders fo r any of the Products which m ay have been entered but-n o t shipped a t th e time of notification of any such price advance shall be considered as part of this total carload order. A n y such car* load order must be placed within fifteen (15) days from date of price advance fo r shipment w ithin sixty (60) days from dote of price advance at such times as shall be convenient fo r Johns-Manville. This protection shall apply to all the Products unless Buyer is otherwise advised by Johns-Manville. 3 . All orders accepted by Johns-Manville are subject to Its a b ility to ship, and in the event Johns-Manville is unable to make shipment within sixty (60) days from date of price advance, the Buyer w ill be invoiced at prices in effect a t time of shipment, unless order is previously cancelled by the Buyer. 4. Any new ta x or any increase in an existing ta x , upon or incident to the sale, delivery, manufacture or processing o f the Products covered by this contract. Imposed by any statute or ordinance, shall be fo r the buyer's account and where permitted by law, shall be separately stated by Johns-Manville on each invoice. 5 The sale of the Products shall be promoted by Buyer and Buyer'rerripioyees both a t Buyer's established place of business and by traveling representatives throughout said territory and by correspondence and other available means. G0020 6 . Johns-Manville reserves the right to sell the Products to anyone located in said territory o r to anyone for use !n so i d te rrito ry w ithou t n n v ntillnntinn *. n n u HuuO, S' HAM AAmAttntHfiAn nmt lr*arl urlsnSrfitts*- i IIW V M IW ^ I 7 . Johns-Manville agrees to furnish to the Buyer a reasonable amount o f catalogs and other literature pre pared by Johns-Manville. Johns-Manville agrees to deliver to the Buyer new Products in place o f those found by a proper JohnsManville representative within two years follow ing delivery, to be defective in quality, and Johns-Manville's responsibility shall be fu lly discharged upon furnishing such new Products. 9. Johns-Manville agrees to defend, and to prptecf"fhe- B-u--y-e--r--a- -g-a--i-n--st lo--s-s---o--r---d-a--m---a--g-e --arisin--g---o--u--t of, any legal oction fo r patent infringement in connection w lifr th e ^ p a n ifa ifu re of any oft the Products sold to the Buyer, provided Johns-Manville is notified prom ptly o f a n y 's u th ''a c tio n and is given complete information and an opportunity to defend-. _ _ . `t..~ II). 'T .-.' i.r ; l i J s t d c . It is understood and agreed that .all orders, o f the Buyer ,shall be subject to approval of the JohnsManville Credit Department. Johns-Manville agrees to fill a ll accepted orders of the Buyer with reasonable promptness, it being understood, however, that Johns-Manville shall not be. responsible fo r delays o r fo r de faults where occasioned by causes o f any kind or- e xte n t. b e y o n d . its control, including, but not limited to, armed conflict o r economic dislocation resulting therefrom; embargoes, shortages o f labor, raw materials, production facilities or transportation; labor difficulties; civil disorders of any kind; oction of any civil or mili taryr authorities (including *priorities and allocations); fires;.i>Afloods4.*atnd 4accidents. n wi.*-;* .......... . ^ t . The terms of this agreement shall be continuous except that either party hereto may term inate'it upon thirty (30) days' notice in writing to the other. In the event the Buyer shall be adjudicated a bankrupt o r become insolvent in the sense o f being unable to meet the 'Buyer's' current obligations' as they mature, or in the event a receiver should be appointed of the properties and assets of the Buyer, Johns-Manville may terminate this agreement forthwith. ' .... { 2 . It is hereby agreed that no action or proceeding on a claim arising under this agreement shall be instituted or started by either p a rty more than two (2) years after the ..date on which the cause of action arose. This provision shall survive any termination of this agreement, however arising. 1 3 . This w riting constitutes the entire agreement between the parties hereto in respect to the subject matter hereof, ond it is understood that the Buyer is not in any manner or to any extent constituted o r appointed an agent of Johns-Manville. 14 Effective upon execution of this agreement all prior agreements with Johns-Manville or on y company acquired by Johns-Manville involving the purchase and sale of the Products listed In Schedule " A " , or any of them, shall be cancelled and terminated. 1 5 . This agreement shall not be binding upon Johns-Manville until (a) a copy thereof, duly executed by the Buyer a n d by the G en e ra l S a le s M an a g e r, Distributor Insulation Products Sales Department, industrial Insula tions Division o f Johns-Manville, has been delivered to the Buyer, and (b) shipment o f a stock o rd e r here under has been made to the Buyer. M^bwdng Valley SoppIt Compmuty (Buyer) Johns-Manville Sales Corporation BV n : " . vV ^ yjn w iro ! Solas Monogir DlttrlbufMMnsulotion Products Saks Department industrial Insulations Division G0021 SCHEDULE "A " PRODUCTS . Magpasiaio, T & rm o b e s to s .? . ' Insulating Cements J--Foam Hair Felt Asbestos Millboard " Banroc Blankets 100 Series Asbestocel losulkote Weatherproofing Felts Superex Fibrocel Hock Cork Aerothbe Asbestos Paper .. U00 Spintex : Banroc HT Block Wool Felt \ 3189-157 G0022 PRINTED IN UJ-A. f l t * A ^ "-v J . M * * a*J - ,- ,0 - ------X---:-H-----*------------- T <=<