Document a49em4y341exKx5QLZjkV0noN

SALES AGSEEHEH? ths srssaoiD CO, *32 A2MSTR0SG COHTRAC TI KG AH2 SUPPLY CORPOXATlOK This Agreement, entered into as of the let day or Hay, 1963 by and between The Ruberoid Co., a 5e Jersey Corporation, haring a place of business at 733 Third Arenue, He* York 17, 5. Y., hereinafter called "Ruberaid*. and Armstrong Contracting and Supply Corporation, haring a place of business at 120 Ho. Lina Street, Lancaster, Fa., hereinafter called "Armstrong* Wltaessetht Whereat, Euberoid la engagad in the manufacture, distribution and tale of calcium ailieate pipe oorering and block and t/STA 100 Insulation Jacketing, hereinafter tailed "Products", and sore fully deaoribed and eet forth in Sohedule "A* attaehed heretoj and Whereas, Araetrong deeiree to obtain and sell said Products; and Whereat, the aforesaid parties are desirous of entering into an agreement under the teras of whioh Huberoid shall sell the aforementioned.. Product *, and Armstrong shall purchase-said Product** How, therefore, in consideration of the terns and mutual covenant* herein contained, it Is agreed as followsi 1. Bubereid hereby agrees to sell. Armstrong and Armstrong agrees to purchase from Huberoid the Product* set forth in * Schedule h attached hereto and made a pert hereof. Oi --0202? t c WV-02891 I 2 - 2* Delivery by Buberoid hereunder shall be made at Buberoid* 0 option, f.o.b. Buberoid** point of manufacture, or suoh other fob, point aa Ruborold shell seleot, minimum freight allowed, if applicable to destination sity la continental United State* (Alaska and Hawaii exoopted) ia eceordaaae with schedule *A" attached hereto, 3* the prioes, terms and conditiona of sale for Products shall be those set forth ia Schedule "A* attached hereto and any be increased or decreased by Buberoid from tine to tine* the effeetiTe date of a price change will be the effective . date of the set prise change to Insulation Contract Unit custoaer#. Is case of a price advanoe Armstrong will be privileged to order its requirements of Products within thirty days after price advance for shipment at such time as shall be convenient to Buberoid within sixty days after the price advance. If Buberoid for aay reaeon does not ship within 60 days after pries advance, Armstrong will be invoiced at prices ia effect at the time of shipment unless order is previously cancelled by Armstrong* In the event of a price decline, all unfilled orders of Armstrong will be invoiced , at.the prices..in e,ffent at thd.,lne of. shipment*- In .addition,. Armstrong will be protected at prices in effect prior to the advance on all . lump .nun and unit price .applied . insulation con- . tracts In which Armstrong has, at the time of the price advance, quotations or contracts outstanding at firm prices to its Insu lation contractor customers; such protection shall be for a period of six months from date of price advanoe provided: .3 - a) Armstrong file with Ruberoid within Thirty (SO) day* after date of Increase a list of such contracts and a list of such contract proposals existing at tine of increase. The list aust show name and address of insulation contractor, name and location of Job and quantities and sizes of materials required to execute the job. b) Armstrong file with Ruberoid within sixty (4Q) days after date of Increase a list of contract proposals reported under (a) whloh hare been secured. e) If Bnberold for any reason is unable to ship within six (6) months after date of price advance, prices in effeot at time of shipment will apply. 4. In the erest that Ruberoid at any tin# during the course of this agreement reduces the prices offered their contractordistributors on any, some or all of the products described herein for a specific order, project, region or period of time. these reduced pricks shall be judge'4 to b* the applicable contractor-distributor prieee described herein and the rebrand discounts listed in .Schedule 1 shall be applicable to these revised contractor-distributer prices. Also, In the event that during the course of this agreesent competitors of Ruberoid (listed as Private Label suppliers to Armstrong), offer to sell to Armstrong any, some or all of the products - 4- described la this agreement At prices lower than tho se offered by Ruberoid, Ruberoid shall moot this lo*er competitive price, and/or, upon due notice, authorise Armstrong to cancel the entire agreement, 6. Ruberoid agrees, without additional coat to Armstrong to package the Products eold hereunder in Ruberoid** standard packages and Ruberoid agree* to attach thereto labels to the extent the ease are furnished by Armstrong, (r/SA 100 to carry the standard Ruberoid label). Ruberoid agrees to stencil on said packages the contents and sites contained therein* 6* Heither Ruberoid nor Armstrong shall assert any right or interest in any trade name or tradenarks of the other by reason of the existence of this agreement* 7, Terms of payment and oredit shall be set forth In attached Schedule "A*.. 6 Ruberoid guarantees Products furnished hereunder to be free from defects is material and workmanship for a period of one (1) year from date of shipment and further guarantees it iiill replace any Products-f.ovi; Ruberoid plants or such f.o.b. points as Ruberoid shall seleot, full freight allowed to destination, found by it to be defective in material and workmanship within the said guarantse period. It is also agreed hereby that the materials Bade end sold hereunder shall meet normal existing and promulgated governmental specifications and American Society of Testing Materials standards provided - 5- - orders specifically state that materials are to meet specific specifications anc provided nuberoid does not advise Armstrong that compliance with such specifica tion# will not be made on any such order or orders* Ruberoid'a liability under this guarantee is United for furnishing full freight allowed to destination, replacement for any Products found during said period by it# duly authorised representative to be defective, or at Armstrong*# option, crediting Armstrong for the purchase price paid by it for said defective Products. So claim unices submitted to it in writing within a period of forty-five days after the defect appears* 9* It is mutually agreed that the prices established here under by Buberold ere node with the understanding that any sales tax or taxes which may hereafter be imposed by a governmental authority directly a pnlying to the Products told hereunder shall be added to the price estab lished and paid by Armstrong* 10* If.either party fails or refuses to perform any of the obligattpag or; agreements iapcaad -upon lit . under .the. tarsi# ' of this agreement,- the noa-defaulting party nay give .r'ittea notice of 'termination, ferth*i$kj .provided'; however/ that the party defaulting.shall have the right to prevent euoh can cellation from becoming effective by correcting or discon tinuing euoh default with a period of fifteen days from date on which notice of default was reoeived by it. Cl-O?0?^ -6 - 11. This agreement shall continue is full fore for a period of on (1> year tr->* the date first wri-ten above, *ad fro ye*r to year thereaftrr, subject to the right, however, of either party to terminate the same at the end of the initial or any renewal one-year tern ia cot lose tha* ninety (90) days* prior written notice of its intention to do so If this agreement is terminated by Ruberoid pursuant to this Paragraph 11, Ruberoid will sell and deliver to Armstrong, at the prices theretofore in effect, the quantity.' of Product* required to fill all order* to which Armstrong baa become Committed to it# customers prior to it# receipt of Ruberoid1s termination notice, provided Armstrong shall have notified Ruberoid la writing within thirty (50) days following the date of receipt of sueh termination notice of any sueh orders which have not theretofore been transmitted to Ruberoid. 12. This agreement shall not be atsigsed -by either party without the consent of the other except to successors or assigns of substantially all of the respective businesses of cither of the parties hereto*' 13. Should any dispute or misunderstanding arise between the parties under any.cf the provision* hereof, the a& shall be referred tc and determined by arbitration in accordance with the rules and regulations of the American Arbitration Association at the time in force. 7- it. Neither party shall be liable to the other for any failure to perform the term* hereof due to Hr, embargo, shortage of tabor, raw material* or transportation, labor diffieulties, notion of civil or military authori ties including priorities, fire, floods, seoidents, riots, insurrection or other cause# beyond iti oontrol. 18. Saberoid ehell protect and hold harmless Armstrong against all suite for infringement of any United States hotter* patent arising from the purchase or use of the Produeta for the general rurpoaes for which the Produeta are customarily designed or intended and assuae all expenses and Judgment* arising from sueh suits, provided that fiuberoid is given tlasly notice by Armstrong of sueh suits, and Huberoid is authorised by Armstrong to defend sueh suits at Ruberoid*s expense, provided always that Rubereid shall hare full control of the defense thereof* In ftitness thereof the parties hare caused this instrument to be duly executed as of the day and year first above written Attest* the StJBSEOlD Q*% Attesti > j Armstrong Contracting and Supply Corporation *y x. 19S3 SCHEDULE "A* X PRODUCTS PRICES Caloillte Pips Covering Caleilite Block Celei lite Segaentt C*i*ilite-Si Pipe Covering Cal*ilit-Hi Block t/BA 100 Inaolatlon Jacketing T/MA 100 Finithing Tap T/SA 1QQ Collar! A end/or AD LUt {pg. HT-1) dtd. Aug. 1, 1982 leea 17 General Price Bulletin dtd. M.ireh l, 196S leea TERMS OP PATVEJfT 1% ;lOtk >.ro*i^ Vet 30th prcx*. 0 5 --0202225: BULLETIN INDUSTRIAL INSULATION DIVISION teROBROIDrCi 733 TMI*0 AVENUE NO* YORK 17, N General Price Bulletin March 1, 1963 T/KA 100 IHJLTI-? OPPOSE JACKET! SO T/SA 100 Kulti-Purpese Jacketing will be priced as follows* List Price F .0 . B. UtIlls, Mas s. T/KA 100 Multi-Purpose Jacketing 3S|* wide x 166*7 ft.-500 sq.ft. $ 75.00 per roil T/SA 100 Collars - IS^ per sq.ft. 4" wide x 16S.7 ft. 8.S3 per roll T/NA 100 Finishing lap 2" x 72 yds. 16.00 per ro 11 1" x 72 yds. 10.00 per roll Tonne of payment - 1% 10th Proximo Hot 30 Proximo All prices are subject to ohange without notice and all orders will be invoiced at prices prevailing at time of shipment* m f* ' I? SI U CCS CaLsali-s .--T3 Ccvas.rJis-- -. Ceirilits 21gc!: Calsiii*:o Se^aiava Cslcilitc-ai ?ios Covsrisp Cals Hits-Hi SlscSc ??.IC2rc ?/::X ICO Issulatiea Ja c 2a t is ?/:?A ICO Pisishirg Cs-os T/HJw ICO Collars -1 *.ad/or AO List (?g* * \ ~w- I !o A C? <_ . .v^t Gasarai Pries' Bullatia dtu- A_r, 1 $ c s ? > O'* ^cr`r*"" ICtH pros-, Hat 20tL pro;:- oi-ooocccr A it w----' w -- ~- ti i? ?2IC2S - *5 * -tTorir^ GaisiH'is 31c cl: CalsLCitc Scgasses Calsilito-Li ?ira Corarirj Cilstlits-Si Blick r/:^ ICO Issulatica Jaeiatir. C/2i ICO ?*ais;>.'&g Says l/lli IOC Callers *. ssd/cr Lit List (?g 1-1; itd* * , * - - -r*-' v .w,; 1, Gcz.ral Fries' Suliatia dtu* II.res. 1,, 1C 33 isos 7fcjS v |WMI U ~ * -- ^ ........ IS ICta ?rc:., la-t S-Otii-?r::. % o i -did?:  ^- PLAINTIFF'S 1 I| EXHIBIT I SALES ACBSEK2ST THS P.UBSHOIB CO. AS3 ASilStROSO C0STHAC71HG A.W3 SUPPLY C0SPOXAY1OH Yhia Agreement, entered into ae of the lit day of May, 1963 by and between The Rubera Id Co., a lev Jersey Corporation, having a place of business at 733 Third Avenue, lav York 17, S. Y., hereinafter called *gubcrotd*, and Armstrong Cost rooting and Supply Corporation, having a plaee of bualneee at 120 So. Lise Street, Lancaster, pa., hereinafter tailed *Armetrong* Ifltnet eetht Whereas, tub#raid la engaged is the manufacture, distribution and tale of ealolun ellieate pipe eeverlag and block and t/ka 100 Insolation Jacketing, hereinafter called "Product#", and more fully deeoribed and aet forth in Schedule "A* attached hereto} and Whereas, Armstrong desires to obtain and sell said Products; and Whereas, the aforesaid parties are deeiroue of entering into an agreement under the terse of whioh Ruberoid shall sell the aforenent.ione^.'.Frpduets .and Armstrong Shall purdha.se said Product*i . Sov, therefore, .in consideration of the terse and autual covenant* herein contained, it it agreed as follows* 1. Ruberoid hereby agrees to sell. Armstrong and Armstrong agrees to purchase from tubsreid the Products set forth in Schedule A attached hereto and made a part hereof. I -2 - 2* Pelivery by Buberoid her#under shall be nude at Hub#reid1 s option, f.o,b. Buberoid** point of aanufaoture, or such other fob point as Huberoid shall select, nlnlaua freight allowed, if applicable to destination city la continental United States (Alaska and Hawaii exosptad) la accordance with schedule *A* attached hereto* 2 The price*, terms and conditions of sale for Products shall be these set forth in Schedule "A* attaohed hereto and aay be increased or deereased by Buberoid frea tine to tin*. The effective date of a price change will be the effective . date of the net price change to Insulation Contract Unit customer*. In case of a price advanee Armstrong will be privileged to order its requirement* of Products within thirty days after price advance for shipment at such tiao as shall be convenient to Rubsrold within sixty days after the prloe advanos If vSubaroid for sny reason does not ship within SO day* after price advance, Armstrong-i H be invoiced at prices In effect at the tlae of shipment unlese order is previously cancelled by Armstrong, lath* event of a price decline, all unfilled orders of Armstrong will be Invoiced , at. the. pfies..ih -e.ffo.ot at th#./pl*e of. shipne'at.'In' addition,, Arastrong will be protected atprioes in effect prior toiths advanos on all. lu*p sum and unit price.. applied. insulation con- , tracts in which Armstrong has, at the time of the price advance quotations or contracts .outstanding at fins prioet to its insulaticn contractor customers* such protection shall be for a period of eix months from date of price advanos provided: -3 - a) ArrstrenR file with fiuberoid within Thirty (30) days after date ef increase a lilt of such eoatraebs and a list of such eontraot proposal* existing at tine of increase. The list must show aaae and address of insulation contractor, aaae and location of JoV and quantVties and sites of sate rials required to execute the Job. b) Armstrong file with Huberoid within sixty (60) days after date of increase a list of contract proposals reported oncer (a) which hare been secured* a o) If Snberold for any reason It unable to ship within eix (6) month* after date of price advance, prices in effect at time of shipment will apply. 4. In the ewent that Huberold at any tine during the course of this agreene&t reduces the prleee offered their outractor- diatributor# on any, sons or all of the produets described hsrein for a specific order, project, region.or period of tine. these reduced >>1040 afcall be ' Judged to W the applicable contractor-distributor prices described herein and the rebrand discounts listed ih -Schedule A shall be applicable to these rented oontr*ator~distributor price#.. Also, in the event that during the course of this egreeaen* competitors of Huberold (listed a# Private Label supplier* to Armstrong), offer to tell to Armstrong any, some or all of the products 4 described la this s^reeoast at priees lower then those offered by Ruberoid, Ruberold shell meet this lower competitive pries, sod/or, upon due notice, author!*# Armstrong to enseal the entire agreement. 5. Ruberold afreet, without additional cost to Araatrong to peerage the Product* told boreunder in fiuberoid*e standard package* and Scberoid agrees to attach thereto labels to the extent the tame are furnished by Armstrong, {f/*A 100 to carry the standard Robereid label). Kubereid agrees to eteaeil on said paekaget the contents and sites contained therein* 8. Neither Hubereid nor Armstrong shall assert any right or interest in any trad# nan# or trademarks of the other by reason of the existence of this agreement* Ta ferns of payment and credit shall be set forth in attached Schedule "A**. 8. Rube raid guarantees Produets furnished hereunder to be free from defects in aaterial and workmanship for a period of one (1) year from date of shipment end further guarantees it mill reflate any Products't.e.bV Rubereid plant* or such f.o-b. points as Rsberoid shall select, full freight allowed to destination, found by it to be defective is material end workmanship within the said guarantee period* It is also agreed hereby that the materials aade and sold hereunder shall aeet normal existing and promulgated governmental specificatio: and American Sooiety of Testing Ksterials standards provided 8-- - - orders specifically atate that materiel* are to aeet specific specifications ape provided Kuberoid dee* not advise Armstrong that eoapiianc# with such specifica tion* will sot be aade an any such order or orders. Kuberoid'i liability under this guarantee is United for furnishing full freight allowed to destination, replacement for any Product* found during said period by its duly authorized representative to be defective, or at Armstrong's option, crediting Armstrong for the purchase price paid by it for said defective Products. So claim ualns submitted to it in writing within a period of forty-five days after the defect eppesrs. 9. It is mutually agreed that the prices established here under by fiuberoid are made with the understanding that any sales tax or taxes which nay hereafter be imposed by a governmental authority directly applying to the Products sold hereunder shall be added to the price estab lished and paid by Armstrong. 10. If.either party fails or refuses to .perform any of the ' b}is**ic** or. agrseasdts'iapo.sed -upon it undervthe^ tT*s * of this agreement,* the non-defaulting party aay give written notide of. termination. forthtAJrtu .provided** however/ that the - ' party defaulting,shall have the right to prevent such oah- oellation froa becoming effeotive by correcting or discon tinuing such default with a period of fifteen days froa date on which notion of default was reoeived by it. ci-aro?-*- -6 - 11. This agreement shall continue Is full force for a * period of ose (!) year fr*m the date first written above, and from yer to year thereafter*, subject to the right, however, of either party to terminate the same at the end of the initial or any renewal ne-year tens is BOt lees thtr. Biaety (90) days* prior written netioe of its intention to do so ,lf this agreement is terminated by fiuberoid pursuant to this Paragraph U, Euberoid will aell and deliver to Armstrong, at the prices tharotofere in effect, the Quantity of Products required to fill all order* to which Armstrong hae beeoae committed to it* customers prior to it* receipt of Suberoid* term!ration notioe, provided Armetroag a hall have notified Sabereld in writing within thirty (30) daye following the date of receipt of such termination notice of any such orders which have not theretofore been transmitted to Subereid* 12. this agreement ahall not be assigned by either -party without the consent of the ether except to successors or assigns of substastially all.of the respective businesses of either of tiie parties hereto* 13. Should any dispute or misunderstanding arise between the . parties, under any of the pfotifionc hereof, tho same shall be referred to aBd determined by arbitration in accordance with tha rules and reguXmtiona of the American Arbitration Association at the tine in force. ni-- ? 14. Neither party shell be liable to the other for any failure to perform the terms hereof due to War, embargo, shortage of labor, raw materials or transportation, labor diffieuitiee, aotiaa of cItII or military author!* ties including priorities, fire, floods, eeoidects, riots, lasurreotiou or other biuiu beyond Its control* 15. Boberoid shall pretest and hold harmless Armstrong against all suits for infringement of any halted States Letters Patent ariaiag from the purchase or use of the Produets for the geaeral purposes for which the Products are customarily designed or iateaded and assume all expenses sad Judgments ariaiag from eueh suits, provided that Suberoid is gives timely notice by Armstrong of such suits, and Huberoid is authorized by Armstrong to defend such salts st Subereid's expense, provided always that Suberoid shall barm full control of the defense thereof* In Witness thereof the parties hare caused this instrument to be duly sxeeuted ae of tho day and year first abowe written Atteeti . -the filJBBROiS Co, Attesti i .A r / Armstrong Contracting and Supply Corporation By i x. 1963 scaRpnts "A* pmge 1 PROCtTCTS PRICES Cftliillte Pipe Covering Caltillte Sleek Celaiiite Segseata C&lfllllte-Si Pipe Covering Cal*!lite-Hl Block T/*A 100 laseletien Jacketing T/kA 100 Finishing Tape ?/SA 100 Collars A and/or AO -t1st (pg. dtd. Aug. 1, 19*2 less 17& Cenersl Prioe Bulletin dtd. U<rofc 1, 196S less 7* TERMS 0? PAWEST . 1 ;10tfc *p.re*;^ ! let SOth prex'V * . ' 01-0202225 INDUSTRIAL INSULATION DIVISION dsnnm 733 TMiBO AVENUE . HfW TO** |7. Y Genera1 Price Bulletin l!arch 1, 1953 T/KA 100 m?m-?T?5PQSE JACX2TXSG T/HA 100 Kulti-Purpese Jacketing will be priced as followsi T/KA 100 Kulti-Purpose Jacketing 35#* wide x 166.7 ft.-500 sq.ft. List Price F.O.B. tfli11i3, Hass. $ 75.00 per roll T/KA 100 Collars - ISff per sq.ft. 4* wide x 166.7 ft. 8.$* per roll j/KA 100 Finishing Jape 2* x 72 yds. 16.00 per roll 1" x 72 yds. 10.00 per roll Teresa of payment - 1% 10th Proximo Net 30 Proximo. All prices are subject to change without notice and all orders will be invoiced at prices prevailing at time of shipment. 0 1 -n -v tl ** f-r D-a** /r*r W--Q-% -Q - . * - 4 / .-. ?izs CcTsrirs Calsiiits Cslsiiita Ssgii=;*:s Caisilito -it ?i^2 Cczzrtz. Calsilito -Si Slack t/:?^ ICO Icsulatics. Jacks C/Ui ICO ?i=.irhiag Sacs r/-i 100 Collars i. asd/c;* .13 List (?g* <4;. i<j >.. ,*.s,*r' Gasaral ?riea Sullatix dtu. ll-rsi. 1, LSSS it S3 7^74 IS ICtS pros:^, 3at .3t& ??..=< SALES AGEEEVEST THS RUSS SO IS CO* AES A2JISTB0SG COBTRACTIES ASS SGPP1? COPPOEATIOB Thli Agreement, entered into 11 of the lit day of Kay, 1963 by and between The Ruberold Co,, a Sew Jeraay Corporation, haring a place of buaineaa at 733 Third ATenue, Sow Tork 17, S* T., hereinafter culled "Suberold*. and Armstrong Contraeting and Supply Corporation, haring a plaoo of buaineaa at 120 So* Lima Stroat, Lanoaatar, Pa*, herainafter oallod *Armatrong* SitnaBaatht Whereas, Suberoid la engaged in tha manufacture, distribution and aala of calcium ailloata pipe cowering and block and T/HA 100 Insulation Jacketing, hereinafter oalled "Producta*, and more fully deaoribad and aat forth In Schedule *A* attaohad hereto $ and Whereas, Armstrong desires to obtain and a all aaid Product** and Whereas, tha aforaaaid partiaa ara daairoua of antarlng into an agreement under tha tarma of whioh Ruberoid ahali aall tha .afo r aa*at 1 onePrd uot a .an< Armstrong. aha 11 ^urthW.aa. iald Produoit't Sow, therefore, .in oonaidaratioa of tha tarma and nutsal covenant* hare in contain**,.it i* agreed aa follow*! 1. Buberoid hereby agraaa to aall Armstrong and Arratrong agree* to purohaaa from tuberoid the Product* aat forth in Schedule a attached herat and made a part hereof. n 1 - r*-> t -2 2* Delivery by Suberoid hereunder shall bo n*de at Suberoid'B option, f.o.b. auberoid** point of manufacture, or sueh other fo,b point &b Auberoid shall select, aininum freight allowed, if applicable to destination oity in oontiaental United Statai (Alaska and Hawaii excep ted) la accordance with schedule *A* attached hereto, 5* The prices, tarma asd conditions of sale for Product* hall bo thoao tot forth in Schedule *A* attachod hereto and aay bo increased or decreased by fiuberoid from tlao to tlaa* Tho o/footir* dato of a prioo change will bo tho effective . dato of tho net price change to Insulation Contract Salt customers, In oaao of a prioo adwanoo Armstrong will ho privileged to ordor it* ro^niromoat* of Product# within thirty days aftor prioo advance for shipment at aueh tiao at ahall bo convenient to Huberoid within sixty days aftor tho prioo advance. If Auberoid for any reason dooB not ship wltbln 6*0 days aftor -pries odttBso, Arast-rong will bo iavoi-ced at price e in offoot at tho tlao of shlpaont unloss order is previously cancelled by Arastrong. In tho event of a price decline, all unfilled orders of Arcs strong will be Invoiced at. the prices., in o.ffa.ot at the ;>lai of. shipmentla addition,, Armstrong will bo protected at prico* in offsot prior t the : advaneo on all., lump sun and unit prioo . applied - insulation eon-, . tracts In which Arastrong has, at the tine of the pries advance quotations or ontraoto outstanding at firm prioos to its lnsu lotion oontraotor oustoasrsi such protection shall bo for a period of six months fron dato of prioo advance provided: -3- a) Armstrong file with Rubereid within Thirty (30) day* after date of increase a list of such contract* tad a list of such contract prep**!* ezisting at tiaa of increase* Tho list must show nan* and sddrcst of insulation contractor, sane tad location of job and quantities and else* of ant* rial* required to txaouta tha job* b) Armstrong fil* with Rubereid within sixty (60) day# aft*r dot* of Usretat * Hat of contract proposal* reported under (a) which haw* boon secured* a) it Sabarold far any rttioa la unable to a hip within six (6) month* after data of price adTane*, prise* la *ff*ot *t time of shipment will apply. 4* In tha ewant that Rub*raid at any time during tha oouraa of this agreement raduoas tha priaa* offered their contractordistributor* on any, soma or aXX of the products described herein for a specific order, project, region or period of time, these reduced price* shall b*'judge* to be: the applicable * eantrsator-diatrihutor prises described herein end the robrand discount* listed ih Schedule A shall be applicable to these rewiied contractor-distributor prioee*. Also, in th* erect that during the course of this agreement competitor* of Ruberoid (listed as T'riwate Label supplier* to Armstrong) offer to sell to Armstrong any, son* or all of the product* * 4 described 1b this a^reoiaaQt at prices lover than those offered by Kuberoid, Kuberoid shall aeet this leer competitive price, and/or, upon due notice, anthorise Armstrong to cancel the entire agreement. 5* Kuberoid agrees, without additional cost to Armstrong to package the Jroducta sold hereunder is fiuberoid* b standard packages and Kuberoid agree# to attach thereto labels to the extent the same are furnished by Armstrong, {f/lA 100 to earry the standard Rubereld label)* Kuberoid agrees to steneil on said packages the contents and sizes contained therein* 6* Keither Kuberoid nor Armstrong shall assert any right or interest in any trade name or trademarks of the other by reason of the existence of this agreement* ? terns of payment and.credit shall be set forth in attached Schedule **!*.. 8 Kuberoid guarantees Products furnished hereunder to be free from defects in material and workmanship for a period of one (1) year from date of shipment and further guarantees it Pill replace any Products f .'bi' ' Rubereld plants or such f.a.b* points as Ruberoid shall select, full freight alloved to destination, found by it to be defective in material and workmanship within the said guarantee period. It Is also agreed hereby that the materials made and sold hereunder shall meet normal existing and promulgated governmental speoificatio and American Society of Testing Vaterlala standards provided - 5- order* specifically state that arteritis ere to set specific specifications esc provided iiuberoid dees not advise Armatreng that oonplisnce with such specifics* ti*ns will not be wade on any such order or orders* Ruberoid'a liability under this guarantee is Halted Tor furnishing full freight allowed to destination, replacement for any Products found during said period by its duly authorised representative to be defective, or at Arr.atrpug1 s option, crediting Armstrong for the purchase price paid by it for said defective Products. Ho claim unless submitted to it in writing within a period of forty<five days after the defect appears* *. It la mutually agreed that the prioas established here* under by Suberoid are made with the understanding that any sales tax or taxes which nay hereafter be imposed by a governmental authority directly a pplying to the Products sold hereunder shall be added to the price eatab* lished and paid by Armstrong. 10* If either party fails or refusee t .perform any pf the pbligation* or.'agreements' imposed upon :it uhd*rv the', tertts. of this agreement,' the non-defaulting party nay give written notice of. termination, forthwithf-provided', however that the - party defaulting shall have the right to prevent such can cellation fron becoming effective by correcting or discon tinuing such default with a period of fifteen days fron data on which notice of default was received by it* ei-cro? -6 -- 2J fhis agreeaent shell continue in full force for a * period of one (i) year fr->a the date first written *bve, nad from ye*r to year thereafter, subject to the right, however, of either party to terminate the e*e at the end of the initial or aay renewal one-year ter* In not less thar. ninety (9Q) days* prior written notice of it intention to do so If thi* agreement is terminated by Ruberoid pursuant to this Paragraph XI, Kuberoid will sell and deliver to Armstrong, at the price* theretofore in effect, the quantity of Produota required to fill all order* to whioh Armstrong hae beeoae committed to its ouetoaers prior to it* receipt of Ruberoid*a termination notias, provided Armstrong shall have notified Rubereid in writing within thirty (30) days following the date of reoeipt of suoh termination notice of any such orders whioh have not theretofore been transmitted to Subereid. 12, This agreement shall not be assigned by either party without the concent of the other except to suoaeseors or assigns of substantially all of the respective businesses of either of the parties hereto*' 'IS, Should any dispute or misunderstanding arise between the . parties under any of the provisions hereof, the same shall be referred to and determined by arbitration in accordance with the rules and regulations of the American Arbitration Association at the tiae in force. -7 14* Ksltfcsr party shall be liable to the other for any failure to perform the terai hereof due to ?/er, embargo, shortage of labor, raw materials or transportation, labor difficulties, action of cirll or military authori ties including priorities, fire, floods, accidents, riots, insurrection or other eauaes beyond its control* 16* Ruberoid shall protect and hold harmless Armstrong against all suits for Infringement of any United States Letters Patent arising from the purchase or use of the Products for the general ?.\>rp** for which the Products are customarily designed or intended and at ammo all expenses and judgments arising from such suits, prerided that Rubareid i giwen timely notice by Armstrong of such suits, and Rubsreid is authorised by Armstrong to defend such suit# at Ruberoid's expense, provided always .Aha* Rubers id -shall ha-re full control of the defense thereof* In Witness thereof the parties haws oauted this instrument to be duly executed as of the day and year first above written -Attes.tr the HBSRROXD 0e Attests / ) Armstrong Contracting and Supply Corporation By JUy .1, 19*3 SCHBC17LB "A* P**,1 PRODUCTS PKICKS C*lilit Pip# CftTriBg Ctlallit# Bloak Ctlallit# S#*#Bta Cleillta-Il Pip# Cor#riBg Clilit#-Hi Block T/lA 100 Iciolatioo Jaokctlog T/SA 100 Flsiahlfi* tap# T/SA 100 Collar# A tod/or AS XUt .(p*. S?-l) 4td. A*f, 1, 1**2 1 1?^ C#aoral Prloo Bull#tla atd. II-t rah 1, 19*5 ieas TERMS OF PATVSIT 4* 12 10th -proju-*. t#i 30th pr*x\* 01-020222? BULLETIN INDUSTRIAL INSULATION DIVISION RUBEKOIDTCo~ 513 twiRO *o*k 17. * i General Price Bulletin Uarch 1, 1963 T/NA 100 KTJX.T2-PtJSPOSE JACKSTISG T/KA 100 Multi-Purpose Jacketing will be priced as follows* List Price F.O.S. Millls. Mags. X/8A 100 tSulti-Furpose Jacketing 5Si* wide x 166.7 ft.-500 sq.ft. $ 75.00 per roll t/HA 100 Collars - 18j* per sq.ft. 4* wide s 166.7 ft. 8.3S per roll t/HA 100 finishing Tape 2" * 72 yds. 16.-00 "per roil 1" x 72 yds. 10.00 per roll Terms of payment - 1% 10th Proxiao Het 30 Proximo. All prices are subject to change without notice and all orders will be invoiced at prices prevailing at time of shipment. 4 MU V-?W W* . ---- .-Isa wCTsriir Calsili-rs 3-ccj: Cal3iIito Segnir-i Cs.lsili'So-ii Pirs CoTsri -- CslsiUts-Sl Slick m*/lll ICO Issuii*fcie Ja.elss'tis.j c/'::i ICO ?lziziii&s ?*5c I/Si 100 Collars ?2icrs i ssd/or A3 List (?g. al-l) d-ld. iaS--- -, IS52 la SC 13 Cssersl Pric* SulJatis dtd. ^-rsk 1, 1C22 Iscs 7fe> ,** ** <ovfrr*" ww*--- V. . iS lC*ta pros. t *6 50-tfc o s -ocorr.*'?