Document RmGdqa29jLaK7GN1Oz3aod67

Owens*Illinois Glass Company, hereinafter referred to as "Sailor"* and Owens-corning piberglas corporation* hereinafter rsfarrad to as "Buyer", havs this day agreed as followsi 1. During the term of this Agreement, Buyer will purchase from Seller and Seller will sell to Buyer* subjeot to the provisions of this Agreenent, the following amounts of Kaylo Heat Insulating Produotst $ 750,000 during the period April 1* 1953 to December 31, 1953* and $1,000,000 during eaoh calendar year subsequent to 1953J provided, however, that In the event that at any time or times the prices for Kaylo Heat insulating Produots shall be Increased or decreased In accordance with the provisions of paragraph 4 hereof* the amounts hereinabove specified will be Increased or decreased in the same proportion as such prices shall have been Increased or decreased, prorated for the portion of the current period unexplred at the date of such price change. On or before the first day of eaoh calendar quarter. Buyer will notify Seller In writing of the total amount of Kaylo Heat Insulating Produots whloh It Intends to ourohase froa Seller during such quarter. 8. As used In this Agreement the term "Kaylo Heat Insulating Produots" means only those heat Insulating produots listed In Exhibit A* attached hereto and made a part hereof. 3* The prices for Kaylo Heat Insulating Products set forth In Exhibit A will remain In effect until October 1, 1953* and thereafter until Increased or decreased in accordance with the provisions of paragraph 4 hereof. 4. Seller may Increase or decrease the prices to Buyer for Kaylo Heat Insulating Products on October 1, 1953* and on the first day of any subsequent calendar quarter, by giving notloe in writing to Buyer of such Increase or decrease at least fifteen (15) days prior thereto. Buyer may, by giving notice In writing to Seller at any time within thirty (30) days after receipt of notice froa Seller of a price increase terminate this Agreement six (6) months after the effective date of such price Increase, 5* All orders for Kaylo Heat Insulating products plaoed by Buyer and accepted by Seller will be at the prices In 01 117 2459 V offset tt tbs time of shipment by Seller end will be subject to the terms set forth In Exhibit A end the following terms end conditionsi (a). Prioee shell be F.O.B. plent of menufeoture. Im the event that Seller prepays the freight on any shipment# Buyer will reimburse Seller the full amount thereof* Title and possession shall pass to Buyer on delivery of product" to the oarrler consigned to Buyer or Buyer*s oustomer* (b) In the event of a price lnorease* the Buyer may# within thirty (30) days after receipt of notloe thereof# request prloe protection on speolflo outstanding oontraots and outstanding contraot proposals. Shipments with proteoted prices must be made within sixty (60) days of effeotlve date of prloe lnorease. (o) Orders and shipping instructions will be given by Buyer reasonably in advance of desired delivery dates and# subject to the other provisions herein stated# Seller will make shipments as nearly as possible In aocordanoe with suoh shipping instructions as shipping facilities and Seller's scheduling and facilities of manufacture permit* Seller's falllire to meet shipping instructions will not be deemed a breach of this Agreement. (d) Seller warrants that all Kaylo Heat Insulating Products sold to Buyer pursuant to this Agreement will meet Seller's performance specifications in effect at the time of sale. Seller will furnish Buyer a copy of said performance specifications currently in effect and of each revision thereof. (e) Buyer shall# within ninety (90) days after shipment of any products covered by this Agreement* give written notloe to Seller of any claim for errors* shortages# imperfections# deficiencies or any failure of the products to conform with the terms of this Agreement, Buyer's failure to give suoh notice within such time or Euyer's failure to give Seller an opportunity to make an adequate investigation* either by on the spot inspection or by having the products returned to Seller* shall constitute a waiver by Buyer of all claims with respect thereto* Any advice or assistance furnished by Seller in respect of Installation or use of the products are purely gratuitous and without consideration* and Seller shall pave no liability by reason thereof. Seller shall not be liable for any breach of this Agreement in any amount in excess of the agreement price for the produots with respect to which such breach occurs and Seller shall not be liable in any event for special or consequential damages; and Buyer I shall lnolude this same limitation upon the amount of Seller's liabilities In oontracte effecting all resales by Buyer to third persons and Buyer shall indemnify and save Seller harmless from any liabilities arising from Buyer*s failure so to contract In making resales. (f) All olalms made by Buyer against Seller In accord ance with subparagraph (e) hereof shall be subject to approval by Seller, in the event that Buyer disagrees with Seller*a disposition of any such claim. Buyer may by giving notloe in writing to Seller within thirty (30) days after reoelpt of notloe of Seller*s disposition or such claim, require the same to be submitted to arbitration in Lucas County, Ohio, In accordance with the Ohio Arbitration Act, by three (3} arbitrators appointed as follows: Seller and Buyer shall each appoint one (1} arbitrator and the two (2) arbitrators thus appointed shall appoint a third arbitrator. In the event that the arbitrators appointed by Seller and Buyer shall be unable within thirty (30) days to agree upon the appointment of the third arbitrator, the court of common pleas of Lucas County, Ohio, may, upon application of either party hereto, appoint the third arbitrator. The decision in writing of a majority of the arbitrators will be final and binding upon both parties* 6. If, by reason of fire, earthquake, flood, explosion, aocident, difference with or Inability to secure workmen, lack of material, lack of facilities. Act of God or of any public enemy, voluntary or Involuntary compliance with any valid or invalid order, regulation, request or recommendation of any government agency or authority, lack of transportation facilities or other cause beyond the control of Seller or Buyer, respectively, whether or not of the kind hereinbefore specified. Seller or Buyer shall be unable to perform, or 1b delayed in the performance of, any obligation under this Agreement, such nonperformance or delay shall be excused. 7. In the event that Seller shall bo unable to fill all orders for Kaylo Heat Insulating Products placed both by Buyer and by other customers of Seller, Seller shall prorate shipments to Buyer and suoh other customers on an equitable basis. 8. Orders placed by Buyer for Kaylo insulating produots not specifically listed and priced in Exhibit A will be subject to approval by Seller in each case and will be subject to such prlocs and shipping dates as may be set forth In suoh approval. 9* All sales and advertisements of Kaylo Heat Insulat ing Products shall be under Seller*s trade name and trade mark "Kaylo". In using Seller's trade name and mark. Buyer will indioato that the products sold or advertised are manufactured by Seller and - 3- 01 117 2461 V will give notice that Seller's trademark la registered by dis playing with the mark as used the letter "R" enclosed within a circle. Buyer's right to use Seller's trade name and mark shall be limited to the advertisement and sale of products manufactured by Seller and sold to Buyer pursuant to this Agreement and suoh right shall terminate upon the termination of this Agreement. 10, Unless sooner terminated in accordance with the provisions of paragraphs 4, 11, or 12 hereof, this Agreement ,shall remain in full force and effect until January 1 1959* Except as otherwise provided in paragraph 13 hereof, the giving of any notice of termination shall not, prior to the effective date of such termination, relieve Buyer from its obligation to purchase, or relieve Seller from its obligation to sell# the amount of Kaylo Heat Insulating products set forth in paragraph 1 here of, and any termination shall be without prejudice to any other remedy or remedies which either party may have against the other for any breach of this Agreement, 11, Either party may at its option terminate this Agreement effective at the end of any calendar month by giving notice in writing to the other party at least one (1) year prior to the effective date of such termination. 12, In the event that Seller detei'mines to discontinue the manufacture of Kaylo Heat Insulating Products, Seller may terminate this Agreement effective at the end of any calendar month by giving notice in writing to Buyer at least six (6) months prior to the effective date of such termination. 13* In the event that Buyer shall give notice to Seller of termination of this Agreement pursuant to the provisions of paragraph 4 hereof, or in the event that Seller shall give notice to Buyer of termination of this Agreement pursuant to ths provisions of paragraph 12 hereof. Buyer, at its option, may elect to be relieved of its obligation to purchase, during the six (6) months immediately preceding the effective date of suoh termination, Kaylo Heat Insulating Products in the amounts pre scribed in paragraph 1 hereof, by giving notice of such election within thirty (30) days after notice of such termination. In the event that Buyer elects, as herein provided, to be relieved of its obligation to purchase the amounts so prescribed. Seller shall be relieved of its obligation to sell the amounts so pre scribed. 14. The right of eaoh party to require strict performance of the other party's obligations hereunder shall not be affeoted in any way by any previous waiver, forbearance or course of dealing. 15# Any olvll action agalnat Seller arising out of this Agreement or by reason of any sale hereunder, or by reason of any federal or state statutory provision relating thereto. -4- 01 117 2462 } hall be oomaenoed within on (1) year fro* the date such oauae of action arieea) otherwiae the sane shall be barred, notwith standing any statutory period of limitations to the contrary. 16* This Agreement Is not assignable by Buyer except with the written oonaent of Seller. 17. The entire agreenent of the parties is oontalned herein. There Is no warranty, agreenent, or understanding, express, statutory or lnplled, either in fact or in law, with reference te or a part of this Agreenent, except such as is set forth herein. Except as otherwise provided herein, no change or alteration of this Agreenent shall be effective unless the sane la in. writing and signed by both parties, 18. This Agreenent shall be binding upon the partleaf their successors and assigns, and shall be construed la accordance with the laws of the State of Ohio applicable to contracts aade and to be performed in the State of Ohio. IN WITNESS WHEREOF, the parties have caused this Agreenent to be executed as of April 1, 1953. this Xo ^ 6*y of Naroh, 1953* Attesti r i / .. '> By T~ Attesti , B u !:(. ((i .( OWENS-CORNINO FIBEROLAS CORPORATION 5- 01 117 2463 Nominal Pipe Sisee- Inohes 1/2 3/U 1 l-l/l* 1-1/2 2 2-1/2 3 3-1/2 1* U-l/2 5 6 7 8 9 10 11 12 EXHIL-. 'A" OF SALES AOREEMIJT OWENS-ILLINOIS GLASS CCNPANY KAXLO SECTIONAL IPE INSULATION Net Billing Prices - P.O.B. Berlin. N..J. Terms Net 30 Days Nominal Thickness of Insulation St Prices per Lineal Foot 1" 1-1/2" 2" 2-1/2" 3" 1 .11*2 4 .297 .1*85 $ .61*6 1 .775 .155 .317 .517 .679 .873 .175 .336 .550 .711 .901* .191* .362 .581 7U3 .937 .2114 .388 .611* .775 1.00 .233 .1*13 .61*6 .808 1.06 .258 .1*52 .679 .873 1.13 .291 .1*91 .71*3 .969 1.23 .530 .eo8 1.06 1.32 o CM CM .O -=t .388 .568 .873 1.16 1.1*2 .607 .937 1.26 1.52 .U52 .61*6 1.00 1.36 1.62 .517 .711 1.10 1.1*5 1.75 x .775 1.19 1.55 1.88 X .873 1.29 1.65 2.01* X .969 1.1*2 1.81 2.20 X 1.06 1.55 1.97 X X 1.13 1.65 X X X 1.19 X X X Note i (1) (2) (3) (I*) (5) Prices listed are for single layer only. Double layer prices are the sum of the prices for the two single layer sizes used. Prices include standard canvas Jackets and 2-1/2 aluminum bands per 3 ft. section up to and including 2-1/2" thicknesses. No allowance is made for omission of canvas jackets or bands. Extra charge for special canvas jackets. Extra charge for any canvas jackets on covering over 2-1/2" thickness Nominal Pipe SIms- Inchee 10 11 12 li* 15 16 17 18 19 20 21 22 23 2k 26 27 28 30 32 33 3k 36 EXHIBIT "A" OF SAIES AGREEMENT OWENS-ILL INOIS dASS COMPANY KAYLO BEVELED LAO PIPE INSULATION Net Billing Prices - F.O.B. Berlin, N.J. Nominal Terms Net 30 Days Thickriesi of ihsulatlon & Prices per Lineal Foot 2" 2-1/2" y $1.02 $l.k8 $1.88 $2.25 1.08 1.57 1.97 2.kl 1.1k 1.66 2.10 2.53 1.29 1.85 2.35 2.8k 1.39 1.9k 2.k7 3.00 l.k5 2.0k 2.59 3.1k 1.5k 2.13 2.72 3.30 1.60 2.22 2.8k 3.k5 1.70 2.35 2.97 3.58 1.76 2.k7 3.09 3.70 1.85 2.56 3.20 3.86 1.91 2.66 3.33 k.Ql 1.97 2.72 3.k5 k.17 2.0k 2.78 3.55 k.32 2.19 3.00 3.82 k.63 2.25 3.11 3.95 k.75 2.32 3-17 k.10 k.91 2-1*7 3.39 k.29 5.18 2.66 3*6k k.57 5.61 2.72 3.73 k.69 5.67 2.81 3.86 k.82 5.86 2.97 k.Ok 5.06 6.1k Note: (1) (2) (3) Prices listed are for single layer only. Double layer prices are the sum of the prices for the two single layer sizes used. Extra charge for any canvas or bands. (2) EXHIBIT "A" OF SALES AGREEMENT OWENS-ILLINOIS GLASS COMPANY KAILO HEAT INSULATING BLOCK Net Billing Prices - F.O.B. Berlin, N.J. Tarma Net 30 Daye ThickneaaInchea Prices per Square Foot 1 *.173 w 1-1A 1-1/2 .219 .260 1-3A .305 2 .3U6 2-l/L .392 2-1/2 -U33 2--3A .U78 3 .519 (3) ftl 117 91ft ft EXHIBIT "A" OF SALES AQHEEMENT OWENS-ILLINOIS QLA3S COMPANY KAYLO HEAT INSULATION EXTRA CHAROES Additions to Net Billing Prices % Addition to Billing Pries Standard Canvas for Sectional Covering Over 2-1/2" Thickness k>5% 6 os. Canvas for All Sizes and Thicknesses 9.0 8 os. Canvas for All Sizes and Thioknesses 13*5 Laoinated Preduots 7.$ LCL Orders Special Shapes, Sizes and Thicknesses Weathercoating #2.00 each Quotation Quotation