Document LJejrv7Rr9Ma0wxXz046KLrNd

4^^// /; PLAINTIFFS EXHIBIT I BIR-91 April 5, 1957 Mr. Z. J. O'Leary Executive Vice President The Ruberoid Company 500 Fifth Avenue New York 36, H. Y. Dear Mr. O'Learyt Pursuant to our various discussions and correspondence with regard to the Ruberoid Company selling Bird Asbestos Cement products, I believe that the following represents our view of the various under standings that we should have on this transaction: 1. ) BASIC AHRA38GEMBKT The Ruberoid Company will furnish Bird with Asbestos Cement pro ducts on the basic principle of allowing Bird, a manufacturer's discount of 10 beyond the net prices which Ruberoid has estab lished on their own sales to their regular trade customers who are enjoying the maxi mum discounts Ruberoid offers. Ruberoid will ship such Asbestos products with full freight allowed to any regularly established Bird Asphalt Roofing plant, and to Bird warehouses where their Asphalt Roofing products are stocked, at Jersey City, New Jersey, or any other point where Bird maintains a warehouse for their As phalt Roofing products in a city in which is located an op erating asphalt roofing plant of any manufacturer. In the 37 states east of the Rockies. Ruberoid will make any adjustment In transportation with Bird on shipments made direct from Ruberoid's Asbestos Cement pro ducing plants direct to Bird customers beyond the freight ex pense which Bird Is able to recover from its customers in sell ing them In eoapetltion on Asbestos Cement products. 2. ) PRICE CHANGES In the event Ruberoid makes a change In their prices to Bird, the new prices to Bird will be established in accordance with the basic principles set forth In paragraph 1. 004178 BIRD 011714 Hr. . J. O'Leary The Ruberold Co. Hew York 36, R.Y. 2- April 5, 1957 In the event that such new prices from Ruberold to Bird re present a decrease in the latter* s net cost, the lover net prices will apply to any shipments in transit on the effect ive date of the change. In the event that the new prices from Ruberold to Bird re present an increase In the latter's net cost, Ruberold will extend to Bird the same privilege of placing orders at the former lower prices and the same period to take shipments of such orders as Ruberold provides for their regular trade customers. 3.) LABELS Ruberold will ship Asbestos Cement Products to Bird under Bird's own brands. The finishing materials and/or labels used will be furnished at its expense by Ruberold according to designs and wording determined by Bird, provided that the size, shape and material used must be the same as Ruberold normally uses for their own branded goods. 4. ) PROTECTION AGAJHST PATEMT IHFRIRgSCRT Ruberold will assume any liabilities and damages. Including costs and expenses of suit, that may be incurred by Bird be cause they have purchased and sold Asbestos products made under this arrangement by Ruberold under the Bird label due to alleged or proven infringement of any patents, copyrights, design patents or other legal rights. 5. ) SAJIPIBS Bird will furnish samples at their expense and may, if it is mutually agreeable, arrange to have Ruberold produce such samples with Bird labels and charge for them at Ruberold* s cost. 6. ) CCHPLAIHTS If Asbestos Cement products produced by Ruberold under the Bird label are considered defective, Ruberold will replace the material and will stand labor charges that may be in volved not to exceed $9.00 per square. In the event such complaints arise on Bird labelled Asbestos Cement products produced by Ruberold, the latter will be given an opportunity to investigate the complaint and examine the materials to determine to our mutual satisfaction if they are defective, before any adjustment is settled in which Ruberold is ex pected to participate. 004179 BIRD 011715 ,Jtr. B. O'Leary The Ruberold Co. New York 36 N.Y. -3- April 5, 1957 7.) BKLT7KR1B3 Buberold mil handle orders from Bird for Asbestos Cement pro ducts tinder this arrangement in the same fashion that they handle orders from their other trade buyers without prejudi cing such orders In favor of other orders on their books at any time. In the event of interruptions to production due to strikes, riots, war or other causes beyond Buberold1 s control, or in the event of delay In deliveries beyond 60 days due to excess of demand over supply for any period. Bird orders for Asbestos Cement products under this arrangement will be given the same share of Buberold'a production that the Bird orders for the previous six months' period bear Buberold'a total shipments In that period. 8. ) TEBGKATICW Once this arrangement is accepted by both parties as evidenced by mutual signatures to this letter, the arrangement mil con tinue In force Indefinitely unless terminated by a six months' notice in writing given by either party to the other prior to the desired termination date. 9.) CURRENT PRICES AKD TKBKS A. Buberold will furnish Bird with 12 x 24 Asbestos Siding (with Duroc finish) at Buberold*s published carload list price less discounts of less 1QJ6, and 12fJ per cwt. allow ance. Full freight will be allowed by Buberold on shipments to Bird's Asphalt Hoofing plants and/or warehouses as specified In paragraph l. On direct rail carload or truckload shipments from Ruberoldf s plants to Bird customers, if destination of the shipment is within Buberold*a own or a competitive Asbestos Cement factory point, Buberold mil allow full freight charges. If destination Is outside of Buberold*s own or a competitive AabeaLos Cement factory point, Buberold mil allow Bird up to 12^ per cwt. and If applicable will equalize freight charges with the nearest competitive Asbestos Cement factory point. B. American Thatch Asbestos roof shingles available from Ruberold's Mobile, Alabama and Dallas, Texas plants only, will be sold to Bird at Ruberold* s published carload list price, less discounts of 6 less 10j, and 12fJ per cwt. allowance. 004180 BIRD 011716 Mr. E. J. 0*Leary The Ruberold Co. Kew York 36, H.Y. April 5, 1957 On direct rail carload or truckload shipments, where destina tion is within Ruberaid'a own or a competitive Asbestos Cement factory point, full freight charges will be allowed. If dest ination is outside of Ruberold *a own or a competitive Asbestos Cement factory point, Ruberold will allow up to 12# per cwt. and if applicable will equalize freight charges with the near est Asbestos Cement factory point. Shipment of American Thatch Roof shingles must be limited to destinations normally served by Mobile, Alabama and Dallas, Texas plants of the Ruberold Company. C. Stonewall Asbestos Board will be sold by Ruberold to Bird at Ruberoid's published list price less 10^, less 5#, less lC^S, F.O.B. Ruberoid's Asbestos Cement plants at South Bound Brook, New Jersey, Mobile, Alabama, Dallas, Texas, or St .Louis, Miss ouri. Batten strips will be sold at a similar discount basis from the published list price. On rail carload or truckload shipments from Ruberold *s plants to Bird customers, if the destination of the shipment is with in Ruberoid's own or a competitive Asbestos Cement factory point where these products are manufactured, full freight charges will be allowed. Zf destination is outside Ruberold's own or a competitive Asbestos Cement factory point, and if applicable Ruberold will equalize freight charges with the near est competitive Asbestos Cement factory point. Terms of payment - 2 10th proximo., net 30th proximo. If you agree with the statement of this arrangement as set forth above, I would suggest that you sign the duplicate copy of this letter and return it to us, keeping the other for your files. That will be sufficient for our purposes to establish the basis for working together .for Bird's purchase of Asbestos Cement products from the Ruberold Company. As soon as we have received your indication that this Is acceptable, we will then advise you more definitely as to when we feel we can get started on thlB program. Very truly yours. KLC rca.tr Vice President 004181 BIRD