Document a4wDg8grYd8N9q9b52M5EQJwX

MONSANTO CHEMICAL COMPANY DISTRIBUTOR CONTRACT CONTRACT between Monsanto Chemical Company, St. Louis 66, Missouri ("Monsanto") and -merlcan Mineral ^SoirlQs Companyof Mint* tt nu Hiu i auMr .("Distributor"). 1. Monsanto hereby appoints Distributor a non-exclusive distributor of the following products (the "Products") and sells the Products to Distributor subject to the terms and conditions stated below and on the reverse side hereof. PRODUCTS QUANTITY PRICE ! PACKING F.03. TERMS *In C/L or T/L of drums (LCL will be shipped only in an emergency) and/cr :ankcar and/or tankcruck quanbities- 3ee Attached Exhibit A *In C/L or T/L of drums (LCL will be shipped only in an emergency) hereir.af ;a referred to as "Proprietary products"- See.Attached Exhibit A Less 57. Service Allowance Price'and packing &FOB point & terms on attached Monsanto price sneet B attached hereto. QTY. estimated at 2,000,000 lbs. of all types. 2. While nothing in this Contract shall restrict the territory within which Distributor shall be free to distribute the Products, Distributor's area of primary responsibility for distribution of the Products (the "Area") hnii h- East Coast from New England states to Florida and including Aulanta-Nashville areas._______________________________________________________ 3. Distributor shall exert its best efforts to exploit fully the potential markets for the Products In the Area. Monsanto plans to maintain an advertising and sales promotion program and to furnish Dis tributor with current literature and Information concerning the Products; the scope and frequency of such advertising and sales promotion to be determined by Monsanto. 4. Monsanto reserves the right to make sales direct to customers located within the Area. Without limiting such right, Monsanto does not expect to solicit small order business for the Products In the Area, but expects to refer such Inquiries to Distributor, except with respect to accounts whose established policy permits purchases only from manufacturers and trial shipments for experimental work. 5. Term: One (1) year commencing-January--L,-------------------------------------------, 19 -- *^e danci^anc^mSekedes' aS^xSsn^Contracts by and between Monsanto and Dis tributor for the distribution and sale of the Products. 0416270 Distributor MON! CHEMICAL COMPANY ndustry Sales Manager Plasticizers & Rubber Chemlce'. Organic Chemicals Division Date: November 27 1961 HARTOLDMON0030356 6 Deliveries may be suspended by either party in case of Act of God, war, riots, fire, explosion, flood, strike, lockout,' injunction, inability to obtain fuel, power, raw materials, labor, containers, or transpor tation facilities, accident, breakage of machinery or apparatus, national defense requirements, or any cause beyond the control of either party, preventing the manufacture, shipment, acceptance, or consump tion of a shipment of a Product or of a material upon which the manufacture of a Product is dependent. If, because of any such circumstance, Monsanto is unable to supply the total demand for the Product, Monsanto may allocate its available supply among til of its customers and Itself in an equitable manner. uch deliveries so suspended shall be cancelled with out liability, but the contract shall otherwise remain unaffected. 7. In the case of bulk carload, tank car, or tank truck shipments, Monsanto's shipping weights shall govern. 8. Where shipment requires use by Monsanto of carboys, drums, barrels or other returnable con tainers, title to such containers shall remain in Monsanto and a deposit in the amount required by Monsanto must be made at the time the Products are paid for to insure the return of the container to point of shipment. Such container must be kept in good condition and may not be used for any material other than that shipped therein and must be re turned within sixty (80) days from date of shipment. I.C.C. regulations require that empty drums must have filling and vent holes properly closed and empty carboy- must be thoroughly (completely) drained. On such containers being so returned in good con dition, a refund of the deposit will be made. 9. Monsanto makes no warranty or represen tation of any kind, express or Implied, with respect to any.Product sold hereunder except as provided in Condition 13 hereof. Monsanto shall not be liable for, and Distributor assumes responsibility for, risk of loss or damage resulting from the handling, pos session or use of the Products, whether alone or In combination with other substances. Claims on ac count of weight, quality, loss of or damage to a Product shall be made in writing as promptly as pos sible. Monsanto's liability for losses or damages from all causes shall in no event exceed the purchase price of the particular delivery with respect to which such losses or damages are claimed plus any transporta tion charges paid by Distributor. Unless otherwise specified, Monsanto1* standard specifications for B shall govern. Transportation charges for re goods shall not be paid by Monsanto unless authorized by Monsanto. 10. Any increase in freight rates paid by Mon santo on shipments covered by this contract, may, at Monsanto* option, be added to the price of the Products shipped under this contract 11. Any tax or governmental charge or in crease in same hereafter becoming effective increas ing the cost to Monsanto of producing, selling, or delivering the Products or of procuring materials used therein, and any tax now in effect or increase in same payable by Monsanto because of the sale of the Products such as Sales Tax, Use Tax, Retailer's Occupational Tax, Gross Receipts Tax, may, at Mon santo's option, be added to the price herein specified. 12. Monsanto reserves the right, among other remedies, either to terminate this contract or to sus pend further deliveries under it in the event Dis tributor fails to pay for any one shipment when same becomes due. Should Distributor's financial respon sibility become unsatisfactory to Monsanto, cash payments or satisfactory security may be required by Monsanto. 13. Monsanto warrants that any Product sold pursuant to this contract, except as is made speci fically for Distributor according to Distributor's spe cifications, does not infringe any valid U.S. patent. This warranty is given upon condition that Distribu tor promptly notify Monsanto of any claim or suit in volving Distributor in which such infringement is alleged, and, if Monsanto is affected, that Distributor permit Monsanto to control completely the defense or compromise of any such allegation of infringe ment. Monsanto does not warrant that the use of any Product sold hereunder, or articles made there from, either alone or in conjunction with other ma terials, will not infringe a patent. 14. The quantity shipped in any contract month may be limited by Monsanto to either: (a) the average of the monthly quantities ordered by Distributor hereunder for the preceding contract months, or (b) the maximum quantity covered by this contract divided by the number of months in the contract period. 15. Monsanto shall not be bound to tender de livery of any quantities for which Distributor has not given shipping instructions. 10. The price, point of delivery, service allow ance, if any, and terms of payment herein specified for any Product may be revised as of the beginning of any quarterly period commencing on the first days of January, April, July and October after the date hereof (including the first such quarterly period), by written notice from Monsanto dispatched not less than fif teen (15) days prior to the date on which any such quarterly period is to commence. If Distributor does not serve Monsanto with written notice of objection thereto prior to the beginning of any quarterly per iod, the proposed revision will become effective at the start of such quarterly period. Distributor's writ ten objection to such proposed revision served upon Monsanto prior to its effective date shall permit Distributor to purchase elsewhere the quantities due during the ensuing quarterly period if Distributor shall be able to purchase such quantities from re sponsible United States manufacturers of the Prod uct, and shall have furnished Monsanto with satis factory written evidence of bona fide offers by such manufacturers and Monsanto shall have elected not to meet such offers, In which event Monsanto shall be releasedWrom its obligation during such quarterly period. If Monsanto desires to revise the price, point of delivery, service allowance, or terms of payment pursuant to this paragraph, but is restricted to any extent against so doing by reason of any law, decree, order, or regulation of any government, or if the price, point of delivery service allowance, or terms of payment then in effect under this contract are altered by reason of any law, decree, order, or regula tion of any government, Monsanto shall have the right to terminate this contract. 17. Should Distributor at any time any ship ment is due under this contract be offered a lower delivered price on material of equal quality, in like quantity as the shipment involved, for the same use by a responsible United States manufacturer of the Product and furnish Monsanto satisfactory proof of same, Monsanto will either supply such shipment at the lower price or permit Distributor to purchase such quantity elsewhere, and the quantity so pur chased elsewhere will be deducted from the total quantity of this contract. 18. Distributor may not assign its rights under this contract without the prior written consent of Monsanto and any attempted assignment shall be $!c*aragraphs 19, See Exhibit A t2pr 21, 22, 25, Ib ll*- HARTOLDMON0030357 MONSANTO CHEMICAL `CCMPAIiY DISTRIBUTOR CONTRACT WITH AMERICAN I-1INE3AL SPIRITS d.?.. D&TED licvejfc EXHIBIT She following preducts are offered in Paragraph 1 of Che distributer centra *In C/L 6r T/L of drums (LCL will be shipped only in an emergency) and/or c; car and/or ianlciruck quant it:ies- Dibutyl Phihalaie1^ Dicyclohexyl Phthalate' Diethyl Phthalate/ Dimethyl Phthalate' Dioctyl Phthalate* Diisooctyl Phthalate' Diisodecyl Phthalate' Ditridecyl Phthalate' Santicizer 165 Santicizer 602 DNODP * M'od-Epox Santicizer 603 Santicizer 636 Dioctyl Adipate* Diisodecyl Adipate* DNODA* Santomask II Santicizer 644 Tricresyl Phosphate Triphenyl Phosphate Triphenyl Phosphite Santicizer 140 *In C/L or T/L of drums (LCL will be shipped only in an emergency) hereinar referred to as "proprietary products"- Diphenyl Phthalate* Santicizer 160'' Santicizer 213*' Santicizer 214*' Santicizer 630*' Santicizer 631*' Santicizer 141^ Santicizer E-15/ Santicizer B-16*' Santicizer M-17*' Santicizer 405" Santicizer 409' Santicizer 411 HB-40 * HB-20 * Dytrol-t Montarsi1 Arodors * Santicizer 1-H Santicizer 8 Santicizer 9 Santolite MHP Santolite MS 307=. The following additional terms and conditions apply to subject distributor contract: 13. Monsanto will make third party shipments only if it agrees to do so prior to each sale contemplating such shipment. Such shipments if allowed by Monsanto will be made only by common carrier and only in tankcar, tank true.:, carload or truckload quantities. Shipments will be made prepaid; Monsanto will pay the freight on freight allowed products and charge the freight to destination for FOB products. Monsanto will make stop off shipments only if it agrees to do so prior to each sale contemplating such shipment. If Monsanto allows such shipment the distributor will pay stop off charges and any additional freight charge above that which would apply for ship ment to the appropriate distributor terminal. 20. In the event the distributor wishes to use his own trucks co transport plasticizers from Monsanto's plant to his terminals or warehouses, Monsanto 0416272 HARTOLDMON0030358 Page 2 will allow freight at full tanktruck or truckload rate, regardless c.: quantity taken, for products sold on.a freight allowed basis. A n-e.i of l/2c/lb. will-be charged'for shipments of 1000 to 1999 gallons'. Sufficient notice must have been given the Monsanto plant to permit scheduling and prompt loading. .1 21. The following will apply with respect to inventory price protection. a. In the event of a price decrease, Monsanto will credit . the distributor for the difference between the old price and the new price for all purchases made in the 30 days previous tc the announcement of the price decrease, the date of shipment will govern. b. In the event of a price increase, Monsanto will notify the distributor in accordance with Paragraph 16 of this contract. 22. It is understood that where convenient to Monsanto, Monsanto will utilize the distributor's bulk terminals and warehouses to service customers to whom it makes direct sales of the products inventoried by the distributor, with suitable through-put charges to be negotiated as regards each warehouse and/or bulk terminal. 23. Approximately twice a year the distributor and a Monsanto representative will review the distributor sales of "proprietary products" to insure that Monsanto is kept abreast of market conditions, of new uses, and of applications for its products in order to plan its research and application efforts properly and in order further to insure that the . \ market is being serviced adequately. 24. This appointment shall be for a term of one (1) year from date hereof until December 31, 1962, and shall continue from year to year thereafter unless terminated at the end of the first year or at the end of any succeeding year by either party serving on the other six (6) months' written notice of its desire to' terminate at least six (6) months prior to the end of any year. 0416273 HARTOLDMON0030359