Document ba2Yd7rokNQZJykg4vXVqZ8b0

oo VUilL CH1CP.1TG hOIIOI-E?. SALES COIiTRAC? Between Pittsburgh Plate Glass Company and The Pantasote Company .Bated: aCt 1966 PITTSBURGH- ELATE GLASS COMPART, Seller, hereby agrees to sell and deliver to THE PAHTASGTE COMPAIJT, Buyer, and Buyer hereby agraes to purchase and receive from Seller the following product in the quantities, far the period, and. upon the terns and conditions hereinafter stated: X. Contract Tern: Thar-initial.tern of this Contract shall he. a ten-year period commencing ftjfaXclr 1967 and expiring&, l .^ollowinr which the Contract shXll continue in effect from year to year, unless and until terminated by either oarty as of the aspiration data of the initial ten-year period or as of the end of any subsequent one-year period upon not less than eighteen (If?) months' prior written notice to the other party of Its election so to terminate* 2* Product and Quality: 7inyl Chloride Monomer (TTCll) sold and delivered hereunder shell conferp. to the specificaticns set forth in Schedule A attached hereto and made a part hereof. 3* Quantity? In each ysar in which this Centrist is in effect, siyr shall purchase and receive hereunder at least ninety per cant (pel) "-.Tsr:3 requirer.er.ts cf "C.T -'or the operatir-r of Invar-'s plants at Passaic, "V.*: arse-' ar.s Pcir.n Pleasant, Vast '.*ar':ir..ia an^ slcsriers in /f UCCLEW0778 the continental United States for yhe ^reduction of polyvinyl chloride (PVC), and Buyer nay require Seller to sell and deliver hereunder up to one hundred par cent (1005$) of Buyer's said ^requirements, subject to the limitations hereinafter stated in this Section 3> and in Section lu . 'Buyer nay not require Seller to sail, and deliver TCI-i hereunder at an annual rate in excess of one- hundred fifty million (150,000,000) pounds except as and to the extent provided in this Paragraph 3 If at any tiim or times Buyer shall determine to increase the capacity of its PTC pro ducing- facilities to consume TCH beyond an anneal rate of one hundred fifty million. (l50,000,000) pounds by expanding one of its existing FTC plants or by constructing one or more new FTC plants, Buyer shall promptly notify Seller in. writing of such determination and shall thereby commit itself to Seller to- undertake and complatj^within eighteen (IS) months thereafter the construction of such expandedsSJErnew PTC *producing facilities* Buyer shall specify in Its said notice the^amount of increase above one hundred fifty -rrillica (150,000,000) pounds that such expansion or construction will effect in its annual TCK consuming capacity, and the approxisato data when such increase will baccne effective* 7* Promptly following its receipt of any such notice from Buyer, Seller will notify Buyer in writing whether. and if so to what extent and when. Seller will be able to sell and deliver hereunder, iron the icon existing capacity or from the then authorised increase in capacity of Seller's TCI- plant not contractually committed for sale to qphars than Bu'*r cr for use Iv Seller in its on -anufacturint Gcsraiicrc. at the time of Soiler's rscsirt of Bir'sr1 z said notice, t'aa aclf.iticuuL. 7111 -faat Buyer would hs 0creole 0-' csrsuriar ir its said PTC nrccuoint fsciliciss ns a conssrasncs . 0 _ UCCLEW0779 of ouch expansion or construction if Buyer should operate such expanded or neir jfaciliiies at their full capacity. Sellar shall thereupon be obligated to meet Buyer's added requirements as set forth in Seller's said notice} bat Buyer nay not require Seller to sell and. deliver hereunder any portion of such additional quantities of VCM. in excess of the quanti ties stated in Seller's said notice until the expiration of eighteen (18) months from the date of Buyer's said notice of a determination and commit ment to expand, unless criar to the expiration cf such period Seller shall have completed and placed in commercial production the requisite expansion of its VCIf plant or a netr TCH plant from which to produce and deliver such excess quantities. Further, if Buyer's said notice of a determination, and commitment to expand is r-iven on or- after October 1, 1970, Sellar may, in its resoonsive notice to Boyar^decline to increase its capacity in order 5. to enable- it to produce such excess quantities required by Buyer and decline- to sall'andr deliver hereunder afchexnesc quantities unless either (a) Buyer* agrees not to terminate this contract effective at any time prior to the expiration of five (f>) years after the date on which Seller shall have conmsacod the calo and delivery of such eases s quantities from the expanded // VCII producing facilities constructed by Seller fer such purpose, or (b) such excess quantities shall be equal to or greater than the appropriate amount stated in the tabulation below and Buyer agrees that, if it shall co terminate this contract, it will nevertheless centime ic purchase hereunder from teller 'luring such five (5) vesr period, cr the mexpired portion thereof after the effective data of such t-oninstion, r>he `hrsi portion of its annual racuira- rxrits of "~I -''or vreruciion which is equal to such excess cucatities. -l_ UCCLEW0780 IF BUIER'S 'JOTICS is giveij m-isra October 1, 1970 and September 30* 197I-. October 1,. 1971 end September- 30, 197? October 1, 197? and September 30, 1973 October 1, 1973 and September 30, 197JU October 1, 197k and September 30, 197? THE i-mmiDl-I ADHTTICHAl 0AP1GITI SHALL BE 30,000,000 pounds 7?,000,000 pounds 100.000. 000 pounds 125.000. 000 pounds 150,000,000 pounds In no event may Buyer require Seller to sell and deliver hereunder quantities of VCH in excess of -four hundred fifty million (li50,000,000) pounds per year* If at any time or during- any interval of time Buyer's requirements of * :-. VCJL as aforesaid* are in excessof the mHaimum quantity which. Buyer may then require Seller to sell. and 'deT^^rhereunder, or in excess of the Maximum, quantity which Seller is able to sell and deliver hereunder, then, without prejudice to any right or remedy it may have against Seller in such latter circumstance,, Buyer nay purchase such excess requirements elsewhere. . *' h. Quantity Notification; Cn or before Becsmber 1, 1966 and on or before the first day of the fourth month preceding the first day of each succeeding calendar quarter, Beyer will give Seller written notice of the er.tirn.tcd quantities of VC1I, '..-itbin the uinimur. and maximum quantity limits cpeci^iad in Paragraph 3 hereof, that Purer 'rill require Seller to call and deli--or harsur.-^ar to Buyer duri ng each month cf the second calendar quarter nvet "o!lc:;irr such1 ncnice- luyer :rill nrc'TCtl-- r.atily Seller in vrriiin^ o' 0-- si'uui" iccr.i chasms in ouch osil-aied ouaatiuiec. Sailer's deli--erics UCCLEW078' G of 7Cli hersunder shall ce in substantial 0cr.fcrr.it7 *Jith such quantit^ notifications, ss so changed from tine to tine; provided, however, that Seller say not be required to deliver hereunder in. ary calendar month quantities of VCM in g:ccs3S of fifteen per cent (1?!?) of Buyer's then * current annual rsquirsnsanta. With each, ouch December 1 notice, Buyer shall, include a statement of its best, estimate of tire total quantities of 7CI-I, within such niniamm and maximnn quantity limits, that it will requits Seller to sell and deliver hereunder to Buyer during each o'1* the three colander-years next fallowing- fee date of such notics. 5* Price: Subject to adjustments os hereinafter prorided. Buyer . shell pay to Seller a price of Oo.0ii67 rsr pound, f.o.b. Seller's 7CII -plant at Lalra Charles, Louisiana, "or-all 7CI-I delivered hereunder until. Buysr'a annual, purchases heroimfler exceed one hundred fifty million S=-- (l^O.OCOfOOO) pound. ~ Far nlT.-dantltaes of TCI-T delivered hereunder in any contract year in. excess of *ne hundred fifty .-rillion (150{CCO,QOO) pounds. Buyer shall pay to Sellar a price cf. S0Cli62 par pound, f .c ,bo Seller's TCII plant, as aforesaid. 6* Brice iejadtrant; lie pries stated in ?ar-ap:ap'.'. 5 "-'ruef . atoll bo adjusted upsrrd or downward, as the uses ray be, clTsa: 1 s ns of the first day cf each calendar cuortsr d-.trinq too life of u'.-.i: ;.e vo-lsct charges after ''jr.urry 1, If':? i:: - ~ ,%n- . - UCCLEW0782 (c) Sellar's averts straight tints hourly wage rate in dollars per hour, for employees included within the collective bargaining unit then, currently represented by a. Union or Unions, at Seller's Lake Charles, Louisiana plant; Cd) The most recent final Wholesale Price Index published prior to the first day of such calendar quarter by the Office cf Business Economics of the U. S. Department of Ccnnereej hereinafter called factors a, b,. c, and d, respectively*. Any change in factor a, b, c, or d shall be determined by Sellar by comparing the value of such factor on the last date that a price for vCZI was calculated under this Contract and the value of the factor on tbs date as of which, the adjustment 1b made, and subtracting the lesser from v the greater* zr If Buyer- so requests, shall disclose to an independent certified public accountant, mutually acceptable to Euyer and Sellar, the absolute values of the factors necessary to establish whether any changes have occurred in the factors, and, if so, the amount3 of such chcngss: it being understood and agreed that such accountant will be at liberty to disclose to Buyer only trhether char-es in the factor's have occurred _\r.d, r so, tha dates and amounts of such changes, and '.Till not ba at libirty to disclose to "uyer or Anyone the absolute vrlnas ov' the rasters is " -re or '`'tar such charges* To catarrirs ths ".curt o ' incranse or isoronas to ba applied to the last ".rrriers prica ''".ctatio:; cr ad." a a rrotaticu ' or "'1, any ~^ UCCLEW0783 The products of such multiplications shall 03 added to or subtracted from the last previous price quotation or adjusted price quotation, under this Contract, as the case may be, depending upon whether the change in the factor la as increase, or a decrease* The adjusted price shall bo rounded to the nearest whole number in the fourth decimal place, counting that any number lass than in the fifth decimal place is rounded to zero and that or- any number greater than in the fifth decimal place shall be rounded to 1 in the fourth decimal place. Examples of price adjustment calculations are given in Sahetiule Br attached - Promptly after the occurrence of any change in factor a, b, c, or d which will, in Seller's judgment, cause a change in the price payable hereunder. Seller will notify Buyer thereof, stating-the amount oT such change. 7.' Price Protection!. -SfiLthin thirty (30) days after Seller's 'otr receipt of an affidavit, fircert^-'af Buyer's officers' stating Buyer has received a bona fide offer froa^another producer to supply VClf to Buyer's plants from a VCH plant in the Baited States for a period of one (1) year or more in quantities not substantially greater than those which Seller is then committed to deliver hereunder, and cf a auality which masts the specifications herein defined, at a price, giving dee consideration to all factors determining such price, lover than the than quoted price hereunder. Sellar shall ^ive notice to Buyer statin." whether it is -dUing to adjust the the': vrovuiling nrica hereunder affectively to neot the offer of such other uro'inccr. If Sellar is umrilliur to adjust the than vro-ciLinq urico -:urran u :c ScCv>c: 1 -- .y sr .sot, 'tt written notice to Seller -rithin thirty (30) days aftar the .tion of such thircy (20) day ported. IS. G3 .*3 Z"3` UCCLEW0784 obligations hereunder. Thereupon, provided Seller has, fith its notice that it is unwilling. to adjust the prevailing price, given Buyer notice of its- intention to terminate pursuant to this Section. 7 if Buyer should accept the offer, Seller-may terminate this Contract upon ninety (90) days' written notice to Buyers given within ten (10) days from the date of Seller's receipt of Buyer's, notice that it will exercise its option to accept the offer. fl. Delivery* All VCH sold hereunder by Seller to Buyer shall be delivered to Buyer f.o.b. tank care owned or controlled by Seller, at Seller's VCM plant at Lake Charles, Louisiana or elsewhere in the case of new plant construction, in- full tank car quantities, spaced throughout each, calendar quarter year- during, tbs'-life of the Contract, as to conform sob-- stantially to. the quantity notifications furnished by Buyer to Seller pursuant ta Paragraph It slutll.be prepaid by Seller AXLcosjts at transporting 7CH hereunder* Invoiced.1 to Buyer* Notwithstanding the foregoing. Buyer may select alternative means of transportation at its expanse, providing Buyer prepays all cost3 of transporting VCII by such means ?romipJk 1967 until Seller's VCM plant at Lake Charles is <*/ uroriucinr; sufficient VCTT to satisfy Buyer's requirements. Seller shall nrovide Buyer with VCH o-f a quality conforming to tfcs specificsticcs set ``erth in. Schedule A frcm a source or sources theretofore approved by Buyer on the basis of sarroles furnished by Seller and arroroved by 3uyer. and Seller -sill not change from one approved source to another without prior notice thereof to ^cyer. 9. Invoicing and Terra cf Povrignt: Seller shall > u --* -- <-j nrcrct.lv fcr nil TTcii delivered hereunder ir ludinr nretsi 'rei"hi thersor. -3- UCCLEW0785 and payment shall he made by Buyer within sixty (60) days from data o: invoice* 10* General Terns? The General Terms attached.hereto form a part of this Contract as if recited at length over the signatures hereto affixed. HI WITNESS WHEHFIOF, the narties have executed this Contract as of the day and year first above written. '/ Attest: PITTSBURGH PISTE GLASS CGMPiiJT J Attest or Witness: * THE PiliTASGTE GOilPAKI By UCCLEW0786 GI7.IS3AI 1_ Seller may recover for each shipment hereunder as a separate transaction:, without reference to any other shipment. If Buyer be in i default with respect to any of the terms or conditions of this or any other contract with Seller, Seller- may, at its option, defer further shipments hereunder until such default be remedied, without prejudice to any other legal remedy. Waiver- by either party of a single default or a succession of defaults shall not^Heprive either party of any right arising by reason of subsequent defaults.. 2. AH claims, relating to quantity, quality, weight and condition of the product included in any shipment made under tills Contract will be deemed waived by Buyer unless- written notice thereof be given to Seller within ninety (90) days after.a^ivaX of such, shipment at Buyer's place of business and, in no event shall' Seller1 s liability with regard thereto exceed the purchase -price attributable to the specific shipment as to which such slain is made. Seller assumes no liability -'cr oarages arisirs i'rcr. * 7/ inprooer functioning or failure of transportation, unloading or discharge aquipmnt famished or ucad by super, but, if cellar provizrs card: cars, it shell be responsible -'or their defects. 2?.~rr assures full responsibility znd ^ t ** Vr "ZOT* C Z."Z 2 2 g "*** ** - Z "Yl ^ ~`Tr%' ** l-r.-.ro ar.d regulations governing .'.ion.urge, r'ccrz;e, `.-..vr.-iliog ana '.=3 of t`.a ycj^ vO *^2 'z^ j*2!L2.2ir nzidzi? -- 1 Lt UCCLEW0787 tl:c any delivery or deliveries when due, cr the failure of eiihsr psrty to perform any other- obligation ta be performed by it here when. required if caused by "Force I2ajeureu, as hereinafter defined, shall not constitute a default hereunder nor subject the party so failing to any liability to the other? provided, however, that the party affected by such "Force Uajeure" shall promptly notify the other of the existence thereof end of its expected duration and the estimated effect thereof upon its ability to perform its obligations hereunder and that Seller shall use Its best efforts to procure an alternate source of supply of FCK for Buyer as long as it is unable to raka deliveries ta Buyer. Such, party shall promptly notify tlie other party when such "Farce &jear&" circunstance has ceased to affect its ability to perfam its- obligations hereunder. The quantity to be delivered and sold or v -5? purchased and received hereunderr during the year in which such failure occurs shall be. reduced to the uxLent^f" the deliveries omitted for such cause or causes, unless both nartisa agree that the quantity to be delivered, and sold or purchased and recsivcd herannder shall remain unchamsd. Airing any period that Seller is unable to nalce deliveries to Buyer due to "Farce lijeura". Buyer's 'r<JM purchases from any alternative source shall "ca deseed to have 'been purchased hereunder for purposes of determining the trice per pound payable by Fryer for TCII delivered hsrsuncier during the contract yesr in which 3uch corisd occurs* -is need herein, the tern "Feres Faz'scrs" shall man and any act of Gcc or the public enerr*. accident, omission, fire, ct stt. z~?d:q::n'.z;. flood, drought, interruption of cr delay in transportation- T?** * '***^ 2/7Vfl C*i* tlC"' "l*'C'*.Z***2G i~'Z 3. r 7^*1 *y*"v* < 1 /"* . f > mt MOA m . W. ' r*N av** * **1 /--* wa* .1 V*4* a* < n a u* O i. i. m ** * a !/* ..A t am vC b.plt** Maa AA W. UCCLEW0788 inability to obtain supplies, equipirant, fuel or labor, or any ether circum stances o' a similar or d- i>fferent nature beyond the reasonable control of the party affected thereby. The foregoing provision of this Paragraph 3 shall not apply, however, and Seller shall not be relieved from failure to make deliveries as required by this Contract, during any part of the period commencing 1, 1967 and ending on the date of Seller's first shipment hereunder front its lake Charles, Louisiana plant, of VCK complying -aith the attached specification in the quantities required by Buyer. h*. Ary tar or other governmental charge upon the production, sale, and/or shipment of the product cold hereunder, imposed by federal, state or municipal authorities becoming effective after th9 execution of this Contract may, at Sailer's option and after thirty (30) days' written notice to Buyer, *aa added to the price herein provided and be paid by Bayer*. Income, franchise, grojgi receipts,, occupational and other si vrilirr tares are net to- be censideredfes a test or other gavemnsntal charrjo *rithin the uecuing of this Paragraph* fill notices given hereunder shell be in -.rriuin- aui shell j 1 * / dcar.sd given if delivered personally cr '-ailed by registered or certified rv~ (rsurm rocaipt raquected) to the parties at the icli.z-.rLr.- sddressas, or at such other address us shell he spsnifisd bv notice given pursuant ! if ^ . UCCLEW0789 o 6. This Contract shall be binding upon and inure to the benefit of any successor corporation of Seller or 3uyer, or any assignee of*, substantially the whole of the chemical business of either* cut shall not be otherwise assignable by either without tbs prior written consent of the other* but each hereby consents to any assignment by the other to a corporation which is a wholly-owned subsidiary (providing the assignor remains primarily liable under this Contract) or to a corporation which shall succeed to substantially ell the business and assets of the other* by merger* consolidation or sals* providing that ths assignee agrees in writing* in advance of the assignment* to be bound by the tarns of this Contract. 7. This Contract constitutes the entire agreement of sale and purchase of the materials named herein. Ha modification of this Contract i.. shall be of any force or effectjanless reduced to writing and signed by r the warty claimed to be bound (by* and no modification shall be offooted by any purchase order forms or acknowledgment forms containing lif'srsnt conditions. b. iny cDn.tro^crGy or slain arising out of or relating to this Cotrsrnct or breach thereof* shall be settled b-r arbitration in Jew Tor!c, "?r in accordance with tha ".tics of the ireracan Vrbitraticn ..* . .' m -rjv,* 2c****1 'i '`Z'i-wC^*.*'**"*nc*'i UCCLEW0790 SCHEDULE A ran, chloride monomer SPECF1GAT10H Inhibitor (Phenol) Acidity (as HC1) Aldehydes (Acetaldehyde) Acetylene Polymer Conversion Iren Sulfur l/atcr Dorell, ^ T C. 0.5 ml Relative Viscosity (13E. in Cyclohexanone) Hon-volatile Appearance Pnrorcide Ethylene Oxyyen 0-500 ppm 10 ppm. Maximum 5ppm Maximum Z ppm Maximum 3Q Minimum 0.5- ppm Maximum 3 ?pm Maxinimr 20G ppm Maximum C.^C. Maximum 2- Minimum ttjst bo. 7C1-1 7C1-2 VC1-3 TCl-'u 7C1-6 7CI-10 7C1-9 V-Cl-12 7C1-11 7CI-7 C.9E& Weight Maximum VC1-16 Clear and colorless and no suspended matter C.Co pen Maxir.un 7CI-8 5 ppm Maxiaun ICC- ppa 'Maximum Vapor fhase Initialed by UCCLEW0791 Samis Calculations to Adjust > ur. 1. Previous price of 7CH and values of factors a, b, c, and d at last previous price quotation or adjustsd price quotation: TOM' price - Factor at Ethylene cost . Factor bt Gas price Factor- ct Tdaga rate Factor at Wholesale Price Index 30.Qu70 per pound 31 G1 >> 222 3$ 2. Ilew values of factors- a, b, c, and d at tine of request for price- adjustment* Factor at Bh'aylene cost 2, (in this example, Z0 is lass than E-t) Factor b: Gas price 0^ (in this example, G2 io greater than G^) Factor e* Ua^e-rate Factor dt Wholesale*j' Eric* Index- W.rnfc (in this excr.rl-3, * is xrratar than >:-n ) 323*50 3. Calcnlationst ' ' . ' ' ' Factor at % - Sj $0.0005 $0.0005 r 0.50 * >.0.00025 Factor b: &2 - Gt a CC.05 $0.05 x o.c-12 ro.c-cct Factor c: w2 - $0.20 SO.20 X 0.CCC5 = $0.0001 Factor d: 123.50 - 122,-3 1-0 1.0 :: 0.2::;-:o *^o,::r: f_3 C'US of* ths crcducic: -O.C'025 jj ' **r^* ... . fy*kb V"' V* M ' *.*..*.~.--~x "* . * *-- . . 7' ' * **'* MV UCCLEW0792