Document bXQMBeLQkrpwMp6mdmKLBvG6

77 rj? tj CONFIDENTIAL MR. T. C. WALKER NOVEMBER 21, 1973 J. T. LEONARD DOW Vim CHLORIDE MONOMER NEW CONTRACT Hi My comments are as follows i Specifications set forth in Exhibit A were not attached. Material should meet our raw material specification RS-001F CD-001 Vinyl Chloride issued July 31, 1973 (attached). Page 2. Subparagraph 2 of Paragraph 2 Firestone* a minimum obligation stated aa "up to two hundred forty million pounds per calendar year**. I am not sure if this means that if for some reason our total requirement was only two hundred forty million pounds we would be required to purchase our complete requirement from Dow regardless of other contract commitments or do we have a minimum obligation since they state "up to". Paragraph 2 Dow's maximum obligation of two hundred and fifty million pounds is not enough. Our projected usage is as follows* FisgalJtear 75/76 77/78 78/79 79/80 Million Founds 600 710 730 800 900 Our only other contract is with Shell for a maximum quantity in 197? of 9? million pounds. This is an evergreen contract with eighteen months notice and I expect we will learn Shell's intentions prior to June 30, 197^. Ea,a, ,> Paragraph 3 No mention of Dow* s newest plant in Oyster Creek, Texas. With the possibility of "force majeure" at a given plant, all plants should be covered. No mention of site of tank cars. With Firestone paying all freight, we should be guaranteed the use of the present fleet of 38,000 gallon cars assigned to us. OCC 017397 Fag 2. Paragraph * Quantity not ordered in any given month la deducted from the contract, tie should have more flexibility to cover our vacation shut downs* etc, Ettt 3 Famrash 6 WO must be careful not to give them an option to cancel the contract because we didnt pay their Invoices within ten day* Page Paragraph 7 Lines 10 thru 13 starting with "Dow may* during any period of shortage due to any of said causes* allocate* etc. Word "allocate" should be changed to "prorate" and "in such manner as Dow considers practical" should be eliminated. We shouldn't have to pay the freight for rejected or replace ment material. Pm, 4. Paragraph M Pm, t. tTurmh \6 Should Include a "favored nations clause". It would be helpful to start negotiations prior to September since we work on initial fiscal budgets for each year In Idly and August, Contract states* "If agreement cannot be reached on such pro posal by December 1 of the year In which made* the contract will terminate June 30 of the following year", I assume it would be at the last agreed upon price prior to breakdown of negotiations, Fa&fl It PftEMflBtL-iZ Give them the option to cancel if not able to Increase the price due to government regulation. This should be eliminated if possible. JTL* as cc* Mr, R, K. Johnson J. T. LEONARD OCC 017398 RAW MATEIIAL SFBMFICAXiai HO. RS-OOIf CD-001 vim chiouds PIEESTCHE PLASTICS COMPANY CHEMICAL DIVISION CHEMICAL AlULmCAL LABCRATCBY CODE NO. CD-001 RAW MATERIAL! Vinyl Chloride mvnTM*3M Appearance Water Polyrurtzaticn Test Hoi. Vise. 25% (2# la ovclchaxcncno) DareU, A SAC 3.0 ml 2.0 ml 1.0 ml 0.5 cl Acetylene Aeetaldehjtie Inhibitor (Phenol) Polyrar Sulfur Acidity (as EDI) Non-volfltilo (Including Polymer) Peras&33 (an E2O2) Methyl Chloride Chlorinated Hydrocarbons (Vifilg,? ,1-^,1,2-D0) Butadiene Total Nci>Chlorinatod Hydrocarbons (Including ED and Acetylene) Iron Clear, eolarlese liquid, no suspended matter 100 pjra Madras* 90$ Minima Comroralon 2.75 IQuimra 0.10 Mndmn 0.20 K-ndrasa 0,40 Madrasi 0.50 Madras 1 pps lasAraaa 1 ppa Ifedijua Nona 25 ppa Mudnra 1 ppa Mecdraai 1 ppa Madras* 75 ppa Madras 0.1 ppa Kadraia 20 ppa Madrasi 10 pja Kadjaua 5 ptra Macdraaa 10 ppa Kaxdraa 1 ppa Mndma R-001-1* R-001-2a R-001-3a B--001--4a B-001-5& R-001-&* R-001-7a B-Cdd& R-001-9& B--001--ICa B-001-12& R-001-1"a B-001-14a R-OOI-l&i R-001-X5a B-001-16& R-001-16& B-C3 ISSUED* July 31, 1973 SUPi5iS33ESt Raw l4tsrial Specification No. RS-OOIe, issued August 12, 1991 APPROVED Bit r* ^c-l tiD J3i . . 137' rJ. J. MARSHALL OCC 017399 TO SUBJECT INTEROFFICE date NOVEMBER 1?, 1973 MR. J. T. LEONARD POTTSTOWN PUNT FR0M B. H. SCHAKE REFERRING TO LETTER OF DOW VINYL CHLORIDE MONOMER NEW CONTRACT Attached Is one copy, signed by G. J. Williams of Dow, of contract NoiI.C.-10776 providing for vinyl chloride monomer supply commencing January 1, 1976 and through December 31 1980. Will you please discuss with Mr. T. C. Walker and in turn review with Mr. J. H. Rosenson and give me your comments promptly. I am sending an original copy to Mr. D. Bowman and, by copy of this letter, request that he advise of any exceptions from a legal viewpoint and, if none, request he initial and return to my attention. I would like to have your comments no later than November 20, 1973* _____pll[1M _J|L 1 ILJI II III I I III to I II 11 Ul ir 11 ' 1 If II -- 1M--* - - - v KA A- . u m~:. *-- ---- .M--^ -Ttj*. RHS:cs cc: J. H. Rosenson *D. W. Bowman Attachment S1273 i a si 1 OCC 017400 j DOW CHEMICAL U.S.A. November 13, 1973 1804 ILLUMINATING BLDG. 65 public square CLEVELAND, OHIO 44113 216 * BB1 -5825 Mr. W. P. Bray General Purchasing Agent The Firestone Tire & Rubber Co. 1200 Firestone Parkway Akron, Ohio 44317 RECEIVED NOV 14 1973 W.P. BRAY Dear Mr. Bray: As you know, Mr. Dean Webb is on vacation this v/eek. He asked me, in his absence, to mail you the copies of the vinyl chloride monomer contract when they arrived so you would have an opportunity to look them over prior to his return. Enclosed you will find this contract. No. I.C.-10776, in duplicate which has been executed by Dow's Board. Mr. Webb will be in touch with you upon his return, November 19. If, in the meantime, we can be of any service, please let us know. Very truly yours. Beverly Hoenn Secretary to D. R. Webb Enc. a 0a" ; -Hv1 j C 4 oo ft ft s1 1= H H t1o o Haoi -Hosi 3 I AN OPERATING UNIT OF THE DOW CHEMICAL COMPANY OCC 017401 CONTRACT NUMBER I.C. 10776 ' AGREEMENT made this day of ___________________ , 1973, between Dow Chemical U.S.A., an operating unit of The Dow Chemical Company, a Delaware corporation, with executive offices in Midland, Michigan, herein called "Dow" and The Firestone Tire & Rubber Company, an Ohio corporation with offices in Akron, Ohio, herein called Firestone. WITNESSETH: WHEREAS, Dow a manufacturer of vinyl chloride monomer complying with the specifications set forth in Exhibit A attached hereto, hereinafter called "VCM", wishes to sell the same to Firestone upon the terms and conditions hereinafter set forth; and WHEREAS, Firestone desires to purchase the same from Dow upon the terms and conditions hereinafter set forth. NOW, THEREFORE, it is agreed between the parties as follows: 1. The term of this Agreement shall be the period commencing January 1, 1976 and ending December 31, 1980. 2. Firestone agrees^to purchase from Dow and Dow agrees to sell to Firestone during the term of this Agreement the following quantity of VCM: OCC 017402 CONTRACT NUMBER I.C. 10776 Firestone's minimum obligation shall be its requirements for consumption at Firestone's plants at Pottstown, Pennsylvania and Perryville, Maryland up to two hundred forty million pounds per calendar year. _ 21- U oo /*? "720 Tl_ 730 Dow's maximum obligation shall be Firestone's said consumption requirements up to two hundred fifty million pounds per calendar year, but not to exceed twenty-one million pounds in any month. 3. Dow shall provide the VCM F.O.B. Plaquemine, Louisiana or Freeport, Texas at Dow's option in tank cars furnished by Dow. Title and risk of loss shall pass to Firestone when accepted by the common carrier at the shipping point. 4. Invoices for all VCM delivered hereunder sjiall be accumulated and submitted monthly and shall be paid within ten (10) days from the date of the invoice. 5. Firestone shall place orders by the 15th day of the preceding month and shall take deliveries subject to the limitations of Article 2 above. If Firestone should fail during any month to order out such monthly quota, it shall be deducted from contract. Dow's obligation to supply in.any month shall not exceed the quantity ordered. 6. Failure of Firestone to pay any invoice for goods shipped hereunder in accordance with the terms of this contract shall constitute a breach of the whole contract permitting Dow to suspend deliveries until such breach is cured or to cancel the contract. Any such suspension or cancellation shall be in writing. Dow's election to suspend deliveries shall not preclude it from subsequently cancelling. 2- occ 017403 CONTRACT NUMBER I.C. 10776 7. In the event of war, fire, flood, strike, labor trouble, accident, riot, act of governmental authority. Acts of God, or contingencies beyond the reasonable control of the parties, inter fering with the production, supply, transportation, or consumption practice of the party at the time respecting the goods covered by this contract, or with the supply or terms deemed by Dow to be practicable of any raw material (including energy source) used in connection therewith quantities so affected shall be eliminated from the contract without liability, but the contract shall otherwise remain unaffected. Dow may, during any period of shortage due to , any of said causes, allocate its supply of such raw materials or goods among its various uses therefor (e.g. manufacturing and sales) in such manner as Dow considers practicable. 8. Dow warrants that the goods supplied hereunder shall conform to the description stated herein; that it will convey good title thereto; that such goods shall be delivered free from any lawful security interest or lien or encumbrance unknown to Firestone; and that such goods shall be of merchantable quality. THERE IS NO WARRANTY THAT GOODS SUPPLIED HEREUNDER SHALL BE FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT SUCH AS IS EXPRESSLY PROVIDED HEREUNDER. 9. Dow shall not be liable for any incidental or consequential damages. Dow's liability and Firestone's exclusive remedy for any cause of action arising out of this contract is expressly limited at Firestone's option to ^replacement of nonconforming goods at the F.O.B, point stated hereunder or payment not to exceed the purchase price of the goods for which damages are claimed. **3- t OCC 017404  t CONTRACT NUMBER I.C. 10776 10. Firestone shall inspect the goods furnished hereunder immediately after delivery. Firestone's failure to give notice of any claim within thirty (30) days from date of delivery shall constitute an unqualified acceptance of such goods and a waiver by Firestone of all claims with respect thereto. 11. If suit is brought against Firestone alleging that the manufacture or sale of any staple article or commodity of commerce sold hereunder infringes any U.S. Patent, then Dow will defend Firestone and pay any awards against Firestone for such infringement provided Firestone gives Dow prompt written notice and permits Dow to defend. 12. This contract constitutes a complete statement of the contract between the parties and can be modified only in writing signed by both parties. 13. This contract shall be governed by and construed in accordance with the Uniform Commercial Code as adopted in Michigan, except as the provisions of such code are herein varied. 14. The rights and duties of this contract are not assignable or.transferable by either party without the other's consent, 15. The parties agree that between September 1 and 15, 1975 Dow shall propose by written notice to Firestone a price for VCM supplied hereunder. Firestone shall have thirty days from receipt thereof to reject the price or propose a counter-offer. Failure to respond within said thirty days shall mean acceptance. If agreement on price is not reached by December 1, 1975, this contract will be null and void. 4 OCC 017405 CONTRACT NUMBER I.C. 10776 16. The parties hereto agree that between September 1 and 15, 1976 and during any September 1 and 15 thereafter, either Firestone or Dow may propose, by written notice to the other, a different price for the next succeeding calendar year. The other party shall have thirty (30) days in which, in writing, to reject the proposed change or propose a counter-offer. Failure to so respond within thirty (30) days shall mean acceptance. If agreement cannot be reached on such proposal by December 1 of the year in which made, the contract will terminate June 30 of the following year. 17. If the price, transportation terms, or terms of payment hereunder are nullified or reduced, or if a proposed change is .prohibited by any law, governmental decree, or regulation, Dow may cancel this contract upon six months written notice. Rather than cancel, Dow may by.written notice elect to postpone the effective date of any price increase or proposed change to the extent so prevented until such date or dates as it is not so prevented and Dow advises Firestone promptly thereof in writing. By electing to postpone rather than cancel, Dow will not waive its right to cancel on six months written notice with respect to the particular price increase or change thereby postponed or any subsequent increase or change. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized representatives as of the date first set out above. THE FIRESTONE TIRE AND RUBBER COMPANY DOW CHEMICAL U.S.A. By___ Title jpfi By^^^ ~^ G. J. Williams Title Vice President -5v OCC 017406