Document dY14eb4Q79RNk8xz5NEYQ4XnR

X quarterly Meeting of the Board of directors of the onda Lead -I`oiucts Company was held at the office of the Coc- 25 Broadway, Mew York City, Tuesday, September 20th 1921, cloch ? M. PRESENT: Messrs. 3. 3. Thayer, Elmer A. Sperry, William itji and Edward G. Sperry. ABSENT: Mr. 0. P. Kelley. Ur. William 'Wraith, President of the Company, acted as oilairman of the meeting. The minutes of the meeting of the Board of Directors held on J)me 21st 1.921, were read and approved. The Chairman presented to the meeting the Balance Sheet of the Company as of July 3^at 1921, which, on motion duly seconded, was approved and ordered filed with the Secretary. On motion, duly made and seconded, it was RESOLVED: That the action of the President in authorizing an expenditure of approximately $40,000.00, in addition to the amount of -?479,000.00 heretofore approved for the construction and equipping of the plant at East Chicago, Indiana, he and the same is hereby ratified, approved and confirmedOn motion, duly made and seconded, it was RESOLVED: That the President he and he hereby is authorized, empowered and directed to execute in the name and on behalf of the Company the following contract with the Glidden Company, of Cleve land , Ohio: THIS CONTRACT made by and between ANACONDA LEAD PROUJCTS COMPANY, a corporation incorporated under the laws of the State of Delaware and having its principal offices at Mew N11073 V., party Of the first part, hereinafter referred Ignats'1 as Anaconda, and TH3 GLIDD2H COIEPAIIY, a corpor0-porated under the laws of the State of Ohio and havincipa1 offices at Cleveland, 0., party of the second reinsfter referred to and designated as Glidden, '.7 I T H 3 S S 3 T H: WSEH3A3. Anaconda is a manufacturer of dry white lead ^ Chicago, Indiana, and is without facilities for grinding same, and whereas Glidden has the necessary facilities for -rinding such lead in oil and is willing under the terns of this agreement to purohase Anaconda dry white lead upon the nnderstanding and agreement that all sales made by it of such white lead ground in oil may and shall he made under an Anaconda brand, such as is hereinbelow set out upon the conditionsherein stated. How, therefore, it is agreed 1. Anaconda gives Glidden the privilege during the contin uance of this contract of using the word "Anaconda" as a brand and trade name upon all packages which Glidden may offer for sale or sell in the United States, or any of it3 foreign poss essions, which contain only basic carbonate of lead manufactured by Anaconda and ground in paste or liquid form by Glidden in suitable vehicles resulting in a quality fully equal to any com peting brands on the market. The label shall plainly show in gredients in accordance with the State laws regulating sales of Paints and varnishes. Any packages of such white lead ground in paste or liquid form, and sold or offered for sale by Gliiien, PNYC00006163 t jyjaoonda to prevent other paint manufacturers who may buy Anaconda I jfcite iead dry from grinding the sane in pa3te or liquid form and I selling the same under whatsoever name, whether the manufacturer's I- own or a trade name which such manufacturer may select, and it is I understood that while this contract remains in effect that Anaconda I shall be under no obligation to take any steps legal or otherwise I for the protection of Glidden in the latter's right to the excluI sire use of the Anaconda brand, but that Glidden may at its own j expense take such proceedings or actions as it may deem advisable I for the protection of its rights in the premises. Anaconda agrees I however at any time upon the request of Glidden to notify any manuI faoturer or person who shall undertake to make use for white lead |i of any brand or label containing the word "Anaconda" to discontinue I 80,0^ Ms and that Glidden has by contract with Anaconda an exclusive right to the use of the word "Anaconda" for brand or label purposes PNTC00006164 tjje marketing of white lead manufactured by Anaconda and ground Glidden. It is also understood that Anaconda may itself at `-iae and at its ov/n expense tai:e such actions or proceedings s&j " say deem in its own interest to be advisable to prevent the ^authorized use of an Anaconda brand upon any -white lead or white lead product. Anaconda agrees that it will not during the continuance 0j this agreement authorize the use of the word ''Anaconda" for v/hite jaad on any brand by any manufacturer other than Glidden, or such of tjie latter's subsudiaries as Anaconda nay authorize to use the same, as in the next paragraph provided. 4. During the continuance of this agreement Anaconda will attend the same privilege as that hereby given to Glidden with respect to the use of an Anaconda brand to any and'all other business firms or corporations owned or controlled or operated as subsidiaries by Glidden or which Glidden may hereafter own or control or operate as subsidiaries, when such other firm or corporation maintains a sep arate legal existence or otherwise conducts business under a name different from that of Glidden's name, such privilege to continue only so long as such other firm or corporation shall continue to be owned or controlled or operated by Glidden as a subsidiary. On the termination of this contract at any time, or on the termination of the right of Glidden to use an Anaconda brand as herein provided, the right of any such subsidiary to use such brand ahall terminate unless by new agreement with Anaconda such rights should be continued. In order that any suoh subsidiary may become entitled to use any such Anaconda brand, Glidden must first in writing request that such priv ilege be granted to such subsidiary and the subsidiary must likewise ^ Siting request that such privilege be granted, and agree that PNYC0C006165 shall he held and enjoyed only in accordance with the terns *** ~ tions of this agreement and will he subject to termination sOdlt ** be termination of this agreement or the termination for any - -lidden's right to make use, in accordance with the terms -5uSe Ol s . a-reement, of an Anaconda brand, and upon an express agree- / this . t the right of such subsidiary to make use of such a brand cflht be discontinued at any time upon a written notice from (Hidden eta ,fl6 subsidiary and to Anaconda requiring that the use be discon to tinue i. Anaconda is induced to enter into this contract by its desire to secure an extended market demand for its white lead- of'ered fr sale tinder Anaconda brand, and in the hope and belief that jlidden and its subsidiaries with their facilities for grinding such ^ite lead in oil and marketing the same will create such market de mand so long as but only so long as no white lead manufacturer other than Anaconda shall aoquire either directly or indirectly a majority ownership of stock or the operating management or control of Hidden; and it is therefore agreed that in case any white lead manufacturer other than Anaconda shall acquire either directly or indirectly a majority ownership of stock or the operating management or control of Glidden or of any of its subsidiary companies exercising a priv ilege under this agreement. Anaconda may at its option withdraw from and terminate the right of Hidden or of any such subsidiary to make use of an Anaconda brand as hereinbefore permitted without relieving (Jlidden from its obligation to continue the purchase of white lead under this agreement and/or at its election Anaconda may terminate this agreement in whole as between itself and G-lidden and/or any such subsidiary; and Hidden covenants that if its right to use ar.y brand containing the word ''Anaconda'' is rightfully withdrawn under the PNYC00006166 or any other provision of this agreement, it will not ****** make any use of such brand or any brand containing the onds" except upon packages of the white lead which has .-arcbased under this contract prior to withdrawal of such riS^' 5. G-lidden now designates as subsidiaries now controlled or operated by it ho may be authorized to use the Anaconda brand, the following concerns: The Hidden Company, Cleveland, Ohio. Adams 4 Siting Company, Chicago, 111. The American Paint '.'/orks. Hew Orleans, la. T. 1. Blood 4 Company, St. Paul, Minn. Campbell Paint 4 Tarnish Company, St. Louis, Mo. The Sorest City Paint 4 Tarnish Company, Cleveland, Ohio. The Nubian Paint 4 Tarnish Company, Chicago, 111. The Hidden Company of California, San Francisco, California. The Eeath 4 Milligan Manufacturing Company, Chicago, 111. Twin City Tarnish company, St. Paul, Minn. The A. Tilhelm Company, Heading, Pa. and requests Anaconda to extend such privilege to suoh subsidiaries, tat reserving to itself the right to designate additional subsidiaries iron time to time and to request the withdrawal of the privilege from any subsidiary as above provided. 6 Hidden understands that Anaconda's process for making white lead is patented not only in the United States but in some foreign countries, and therefore agrees to proteot Anaconda against any possi ble infraction of foreign patent laws by not taking, carrying, sending or dipping into or offering for sale in Canada or any other foreign country any white lead of Anaconda's manufacture, whether dry or ground in oil in paste or liquid form, without-first asking and ob taining Anaconda's written consent thereto as regards each and every PNrC00006167 forsiS11 ^ is farther understood and agreed that if in to protect its rights under any foreign patent Anaconda nay find fleCessary in such foreign country to manufacture within such country ,*}.er dry white lead or white lead ground in oil in paste or liquid for order that the sane may be carried into or sold within such o-jfitry as a product within the protection of the patent granted by jj country, then Anaconda may in its discretion and without the -onsaat of Glidden conduct such business of manufacturing and vending guch product within such foreign country. 7. In consideration of the premises and upon the provisions below stated Glidden agrees to purchase from Anaconda, within the term of this contract, a minimum of nineteen hundred ninety two (1992) tons of Anaconda dry white lead per annum to be shipped from time to time as ordered by Glidden and in the manner hereinafter stated. Ex cept as the parties may from time to time by agreement in writing otherwise provide, Glidden will, within each calendar month, give an order or orders for a shipment or shipments to be made within such nonth aggregating at least One hundred sixty six (166) tons of dry white lead, and Anaconda will ship the quantities ordered as soon after the receipt of suoh orders severally as the same can be reasonably loaded on railway cars. All shipments of dry white lead shall be made in such barrels or containers as Anaconda has customarily used or may adopt for use, and which need not, unless otherwise hereafter agreed, be returned to Anaconda. In addition to the minimum of Nineteen hundred ninety two (1992) tons which Glidden obligates itself to purchase as above, Glid- ien shall have the right to purchase and Anaconda shall be under ob- p o o o 61m to supply during any calendar month- not to exceed an addi- hundred sixty six (166) tons of such dry white lead, hut the following conditions, to wit: In order to obligate isa- onda to male such additional shipment Glidden must notify Ana- -onda writing as early as the first day of the month preceding tu-at iu which it requires such shipments to he made of the additional tity that will he required hy Glidden to he shipped during a des- posted calendar month, and the shipment or shipments so required to jjgiia under such notice shall not in any case, without the consent Anaconda, exceed an aggregate of One hundred sixty six (166) tons during any one designated calendar month. A notice hy Glidden to jjjaconda requiring any additional shipments as permitted hy the terms this sub-paragraph (b) may specify one or more months in which such additional shipments will he required, hut must with respect to each aonth so designated specify the quantity to he shipped in such month, (c) In addition to the obligation of Glidden to purchase a min imum amount of Anaconda dry white lead expressed in sub-paragraph (a) of this Paragraph 7, Glidden agrees that to the extent of the ability and willingness of Anaconda to furnish the same, Glidden will purchase and use such load to the exclusion of any and all other brands of basic carbonate of lead (except a3 regards the completion of its ex isting eontraot with National Lead Company) in all plants owned or controlled or operated hy Glidden which use basis carbonate of lead, and to buy from Anaconda the total requirements of said Glidden plants (and of plants owned or controlled or operated by Glidden) of basic lead carbonate, except of the plants owned or controlled or operated by Glidden on the Paoifio Coast. Anaconda agrees that Glidden may Me basic lead carbonate of Anaconda's manufacture at Glidden's plants PNYCQQ006169 ^0 pacific Coast if Glidden from time to time shall so desire; . the reason for mentioning such ^acific Coast plants of Gladden gc^rately is that their distance from Anaconda's manufacturing _-.ont at last Chicago, Indiana, may involve such expense for freight to disable Hidden from using Anaconda vihite lead on the Pacific ,oast in competition with basic lead carbonate manufactured on the -acifi-o Coast by parties other than Anaconda. '.Thenever the require,,ents of such plants shall exceed the maximum of white lead which yiaconda obligates itself to furnish under sub-paragraphs(a) and (b) of this Paragraph 7, Glidden will in 'writing advise Anaconda of gtoh additional requirements and Anaconda will promptly in 'writing notify Glidden whether Anaconda will furnish the same or some part thereof. In case of willingness of Anaconda to furnish the whole or any part of such lead Glidden will give appropriate shipping or ders therefor and such orders will be filled by Anaconda as in the case of other orders given under the provisions of this agreement. The word "ton11 wherever used in this contract means Two thousand (2,000) pounds. All deliveries to Glidden of white lead are to be deemed completely effected when the material is loaded upon oars for ship ment to Glidden at any point from which shipment is authorized, and Glidden assumes all risk of damage or loss to the shipment after loading and while in transit. The freight charges from Anaconda's works to any destina tion to which Glidden may direct the shipment of white lead shall be borne by* Glidden, but Anaconda will allow the freight to Glidden on shipments to the Heath & Milligan plant or other of Glidden's plants in Chicago, Illinois. It is expected, however, that Anaconda may desire to make p a rcccoo6l ?Q ttpon sucl1 orders from points other than East Chicago, and gei that upon any order for white lead given by Glidden nay in its discretion make shipment of the lead ordered in whole or in part from East Chicago or any other point or h Anaconda shall at the time have a stock of its white ,^3014 and available for shipment. It is further agreed that Anaconda must ship upon such or,er3 the amount thereof to the extent that it may have unsold stocks , white lead wherever situated, and that any failure to ship will t be excused merely because it has not a sufficient available sucly of lead at East Chicago. 8. Inasmuch as the price to be paid, for white lead by Glidden ander the provisions of Paragraph 12 has been fixed by the parties or. the basis of deliveries thereof upon railway oars at East Chicago, it ia agreed that if Anaconda shall make shipment from points other than last Chicago 1. All freight on suoh shipments shall in the first instance be paid by Glidden, but 2. When the aggregate amount of freight required to be paid on a shipment or shipments made from a point or points other than East Chi cago upon any one order for shipment, shall exceed the amount of freigh' that Glidden would have been required to pay if such order had been filled by shipment from East Chicago, Anaconda will reimburse Glidden for such excess of freight charge; but if in any case the aggregate of the freight charges upon shipment of any one order of Glidden , .vhen shipment is in whole or in part made from a point or points other than East Chicago) be less in amount than Glidden would have been re"ilred PNYC00006171 pjy if such order of Glidden had been filled at the same time by 80t from East Chicago, the saving in freight charges thus re- ultin shall be credited to and paid Anaconda.: by Glidden. Adjustt and payment of balance owing to either party by the other on ..rant - freight under the foregoing Drovisions shall be made -octhly at the time and place fixed for the monthly payment for lead t0 be made by Glidden insofar as the sane can at that time be- as certained. 9. Anaconda 'white lead is manufactured only by Anaconda and the lead required to be delivered hereunder must be delivered from ^aconda's present unsold supply of the manufactured product or that to be produced, hereafter at its existing plant in East Chicago, j-aeonda's manufacturing plant is at present shut down. Its norj b I production when operating efficiently is approximately at the rate of Five thousand (5,000) tons of white lead per annum, dince the amount of white lead which Glidden unconditionally agrees to pur chase is only nineteen hundred ninety two (1992) tons during the term of the contract, it is apparent that Anaconda may have a large surplus of white lead within the term of the contract, over and above that which will he required to he delivered on Glidden orders, and that to prevent an undue accumulation on its hands Of such white lead it may find it necessary or advisable to limit its production at its plant, or to sell some portion of its white lead to others than Glidden, or both to limit such production and to make such sales to others. It has been and therefore Is agreed as follows: First: Whenever Anaconda's supply of white lead available for delivery upon Glidden orders shall be les3 than the aggregate required to be delivered during any calendar month upon such orders. PNYC00006172 t2ie amount that Anaconda could under the terns, of the contract r,,;aired to deliver during the nest succeeding calendar nor.tr., Ana nust make no sales of white: lead to others than Glidden. son Second: At any tine when Anaconda's supply of white lead >&5a teen so far reduced by deliveries upon Glidden orders or sales to 0tAar3 thsn Gdidden that the supply remaining is no greater than will ie required to make necessary deliveries during the then calendar 2onth and all deliveries that it could be required to make under the terns of the contract during the two succeeding calendar months, Ana5onda must operate its manufacturing plant and produce at the rate of at least Three hundred thirty two (332) tons per month of thirty (30) iay3l so long as the supply of white lead available for delivery up on Glidden'3 orders shall he less than the three months' requirements last above referred to; but this obligation to operate the plant, or to operate to the extent above provided, is subject to the following contingencies and conditions, to wit: duch engagement shall not be deemed broken in case of any interruption of the operation of such plant, whether complete or par tial caused or made reasonably necessary by any strike of Anaconda enployees (whether.suoh strike be reasonable or unreasonable), or by failure from any cause of railroad transporation facilities upon Alch such operation is customarily dependent; nor if such operation be Interrupted or prevented by fire; flood, accident; or by damage to or destruction (accidental or wilful) of plant or property; nor if caused by any injunction or lawful restraining order of any Court or by Governmental restraint or interference, whether federal, dtate or ITunicipal; or inability to obtain.supplies or power for operation. Third: At any tine when Anaconda's tonnage of unsold white lead is sufficient in amount for the shipment of all uncanoelled -lid- pH*CO 06l ?3 then in effect, and for the shipment of all additional . ,jj. jiidden shall he required to or nay give under the sub-paragraphs (a) and (b) of Paragraph 7, during the of the tern of the contract, Anaconda nay at its election tinue the operation of the plant either permanently or for the der f the tern of the contract. In case of any discontinuance ration under the provision next foregoing Anaconda will not reits supply of white lead hy sale to others than Glidden or other telow the tonnage required to ship all orders aforesaid which -liaden shall have given, he required to, or have the right to give, ^ will make shipment upon all such orders as under the provisions ,,f this contract required. pourth. Anaconda may without liability as to any default discontinue the operation of such plant during the unexpired tern of this contract at any time if from fire or other cause the plant or some part thereof, or property used in connection therewith and nec essary to the proper operation thereof, he destroyed or to such an extent damaged that in the opinion of the Board of Directors of Ana conda it would be inexpedient and not in the interest of the company undertake the rebuilding, replacement or repair of the destroyed or damaged property, with a view to continuing the operation of the ?lsr during the remainder of such term, but in any such case Anaconda v/ii] promptly notify Glidden of its intention to discontinue such operatic of its plant and Glidden may thereupon at its election either cancel all previously given and uncancelled orders for shipment insofar a3 shipment shall not prior to such time have been made thereon, or Glid.den may require Anaconda to ship in accordance with the provis ions of this agreement and upon sNich orders all then unsold mtr.uf .0tiired white lead which Anaconda may have on hand up to the- amount PNYC00006Xll f0I by such orders; or Glidden nay cancel Its orders in part ' -nire deliveries from such unsold white lead on hand of any 0f the orders remaining uncancelled; or Glidden may require t ^aconda shall continue to ship all such white lead upon orders fore given or thereafter to be given by Glidden in accordance {;ert0 the provisions of this agreement, until all such orders shall *ith ,, been regularly filled or such supply of white lead shall be axkaasted. All shipping orders given by Glidden shall specify the calendar month in which such shipments are to be made, and nay 3pecify ti;e 'fcine in the nonth when such shipment is desired. Ana conda will ship from its available supply of white lead the quan tity ordered or such part thereof as nay be available for shipment thereon as promptly as it nay be able to do so; but it is recognized by the parties that delays in shipment may occur without fault on the part of Anaconda, and it is therefore agreed: so long as Anaconda shall observe the limitation imposed by the terms of Paragraph 9, upon its right to sell white lead to others than Glidden, Anaconda will not be liable in damages for any delay in any failure to make any shipment ordered where reasonably unable so to do, and its inability to make the shipment shall arise from any of the following causes, to wit: 1. Strikes (whether reasonable or unreasonable) of its employees 2. Deimage to or destruction of its plant or equipment or some part thereof, or to supplies or material for use in manufacturing or to the manufactured white lead product, whatever the cause or manner of such damage or destruction and whether accidental, negligent or valful in character. 3. Inability of Anaconda to obtain the necessary materials and PNKC0C00617 g for use in the manufacture of its white lead from customary j sources of supply upon which it has reasonably depended; but an inability oannot to any extent be predicated upon a mere insaof1 ,,esse ma* the cost of such commodities or lackof funds on the part of ^condfi. 4, Injunction or restraining order of any Gourt or Governe;1tsX restraint or interference whether Federal, dtste or Municipal. .11 .jnoellation of orders when shipment thereon is delayed. V/ithin the period embracing the 5th to the 10th day of each -alendsr month inclusive, Glidden shall have the right to cancel at ita election any order previously given by it requiring a shipment to ie fade within any previous calendar month, insofar as shipment shall not have been made thereon prior to giving the notice of cancellation; rtich notice must be in writing and designate appropriately the partic ular order intended to be cancelled. Omission in any month to cancel an order when the right to cancel the same shall arise under the foregoirig' provision will not preclude Glidden from cancelling the same ritkin the period embracing the 5th to the 10th day inolusive of any later calendar month to the extent and in the manner above stated; it being intended that the right to cancel any order as aforesaid shall continue so long as any part thereof may be unshipped. For the purpose of determining the time when payment shall be cade and the price to be paid under the provisions of Paragraph 12 all shipments required by the terms of the shipping orders will be treated as made within the month specified in the orders if actually shipped on or before the fourth day of the succeeding calendar month, kut if shipped later than such date will be treated as "Delayed shiptents" within the language of the next" following provision. "Delayed PNYC00006176 t3" shall he treated as made In the month in which the sane su!lliy made, and payment on account thereof shall he made on jore the 20th day of the next succeeding calendar month; hut _rioa to he paid therefor shall he the price payable for lead ^ in the month in which such shipment shall actually be made or onth in which the same was required to be shipped by the terms shipping order, whichever Is lower. During the term of this contract unless the same should goae account earlier he cancelled Glidden must give in each calennonth the shipping orders required to he given by the terms of gat paragraph (a) of Paragraph 7, regardless of whether any shipment j^a been made or not made on orders previously given under any of the provision3 of Paragraph 7; such orders however being subject to can cellation under the conditions and in the manner above provided. .12 The weight of white lead to be paid for shall be the weight as determined by Anaconda at the point of shipment, subject to cor rection for error as below provided. Anaconda's determination with respect to weight of white lead shall be accepted as final unless Glidden shall within five days after arrival of the lead at its destination notify Anaconda in writing of a olaim of error in weight reported by it. *Et Is intended that any and all controversies as to the seight of lead shipped shall be submitted by the parties to the Arbit ration Committee of the National Paint, Oil and 7arni3h Association,and the parties will accept and be bound by the decisions of such Committee thereon; but it is agreed that notwithstanding such controversy or con troversies as may have arisen, Glidden will pay upon the 20th day of aQoh calendar month for all lead shipped under the provisions of this PNVC00G06177 eDt upon the fta3ia Q" the weight thereof as determined by Anaanlesa prior to such date such Arbitration Committee shall hare *ise determined; but Glidden shall in all cases be entitled to jfonded the amount of over-payment if any subsequent decision of te committee snail entitle it thereto. She procedure for Arbitration i-ic a u oe such as is authorized by Paragraph 13. Glidden agrees to pay-for all white lead shipped to it by ^uonda during any one calendar month on or before the 20th day of following month at Anaconda's office in Chicago or Hew York, as it ^aconda may in writing direct, in funds current with the banks of je*' v- ork City or Chicago, or with exchange added, A'deduction may be made from the amount payable for lead 4t the time above stated of the amount (if any) which Anaconda may at jaah tine be under obligation to pay Glidden, under the provisions of paragraph 8, on account of freight paid by Glidden, but such deduc tion shall not exceed the amount which Anaoonda shall then concede to be owing, and payment for the lead shall not be delayed because of my disagreement as to the amount payable by Anaconda on account of freight. Any claim by Glidden on account of freight paid not conced ed by Anaconda will be submitted to the Arbitration Committee as pro vided in Paragraph 13 The price to be paid by Glidden for lead shipped under this contract shall he determined as follows: The average monthly price per pound of pig lead at Hew York taring the calendar month within which any shipment is made shall be taken as published in The Sngineering and Mining Journal of Hew York, and such average of such pig lead prices shall be used as a basis. the average monthly price of pig lead thus established shall be added a premium of two ('2) cents per pound to make the price of dry PNYC00006176 Trample; If the average monthly price of pig lead he . jead* -** <- ' , ante Hidden will pay Anaconda six (6) cents for dry white y4v the average price of pig lead oe four and one-half (4-1/2) ' '-'4 bidden will pay Anaconda six and one-half (6-1/2) cents per '*S , ,or ary white lead. -csP4 ' ! yhe parties wish to protect each other against the re- of such disturbances in business conditions as have character .-rr5 recent years. Anaconda therefore agrees, that if at the tine r shipment made under this contract its open market price for of sty * y white lead shall be lower than the price to be computed by the established in Paragraph 12, then Glidden shall only be charg- ^ for that shipment the said Anaconda open market price. Glidden 'jgre*8 that if at any time within the term of this contract the gen,r8l market price of dry white lead is more than a figure arrived at iy adding three (3) cents to the average monthly price of pig lead at jew fork, then Glidden will pay Anaconda three-quarters (3/4-) of such eicess above three (3) cents, in addition to the premium o; ;s) oents above average monthly price of pig lead as provided in -ara- graph 12. ?or the purpose of determining the time when payment shall be made and the price to be paid, all shipments, other than such as are styled "Delayed Shipments" in Paragraph 11, shall be treated as aade in the calendar month specified in the order to which such ship ment applies if made within such specified oalendar month, or within the first four (4) days of the nest succeeding calendar month. Payee: shall be made for "Delayed shipments" as in Paragraph 11 provided. 13. Insofar as the parties hereto can lawfully contract 'vr.d bin themselves, it is agreed that PNYC00006I79 jjl disputes and controversies which may arise daring af this agreement: in respect of performance or failure and perform the obligations hereof, shall he submitted lection of either party for determination to the Arbitra03nittee of the National Paint, Oil and Tarnish Association, -oo3ittee is hereby authorized.to arbitrate and determine all controversies, and the parties agree to be bound and abide all determinations or decisions which such Committee shall make Either party desiring to submit any matter to arbitration 8ball notify the other in writing of its intention to do so, and in gaoh notice shall state clearly the question or questions or matters to be arbitrated, such proceedings shall thereafter he had and upon gach notice and under such rules or regulations or directions as the joamittee shall in its discretion establish or give. notwithstanding the foregoing provision it is agreed that either party may at it3 election at any time apply to a Court of Unity for any injunction mandatory or prohibitive or for specific performance or for a cancellation of the contract whenever it is ad vised that such action is reasonably necessary for the protection of ita' rights. 14. The "term of this contract" and any equivalent expression wherever herein used means a period of one year beginning with the first day of October, nineteen twenty one and ending with the thirtieth lay of -September nineteen twenty two. This contract may be extended for an additional period of four (4) years from and after the thirtieth day of September nineteen twenty two, but only upon the following conditions': PNYC0000618 Anaconda nay at its election notify Glidden in writing t sixty (60) days before the expiration of the term hereof 3h tern will be extended for such additional period, and ,,,t su' case the term will be so extended Glidden now consenting to 0 estensidn if such notice be given. jac--1 Glidden may at its election notify Anaconda at least sixty qJJ days befooe the expiration of the term of the contract of its ies^.i :rLe to have the term extended for such additional oeriod, and i" 3ach case the term 1,6 so extended unless the 3oard of directors j anaconda shall within thirty (30) days after receiving such notice ,,on Glidden hy resolution determine to discontinue the business of janufacturing its white lead, and shall within such period of thirty (jO) days notify Glidden in writing of auoh determination, but If gash 3oard shall so determine to discontinue manufacturing and Glidden stall be so notified there shall he no extension of the term; provided however that if at any time within six (6) months after the expiration of the term of this agreement Anaconda shall determine to resume the business of manufacturing such white lead for sale at its East Chicago plant it will promptly notify Glidden in writing of the date upon which it intends to resume such manufacture, and that it will agree with Glidden that this contract shall be revived and become operative for a period of four (4) years if Glidden shall elect to resume the purchase of auoh white lead upon the basis and terms of this" agree..ent. If Glidden shall within ten (10) days after receiving such a notice fro the Anaconda notify in writing Anaconda of a desire to resume yurchuses upon suoh terns the parties hereto will execute an agreement substan tially in the terms of this agreement to become operative upon s i.te to be fixed by agreement, but not more than sixty (60) days after the date of the resumption of manufacture; except that such ague emeu*, or.uil PNrC00006l8 ontain the provision in this agreement found for the e:<tensi< aOt 0 tern of the contract, nor any provision for the extension zt tW ereof. unless the parties shall otherwise mutually agree. 15. Anaconda agrees that the white lead it supplies to -iidden shall always oe of its best standard grade and equal in qu; ty to that which Glidden. has regularly received from Anaconda pric to the making of this contract. .16 All orders for shipment of lead shall "oe in writing; and sll such orders as well as all notices required or permitted to he -iven by either party in writing may be given by nail or by telegra or nay be otherwise actually delivered to the party entitled to rec the same, provided that if orders he given by mail for the shipment of lead under the provisions of sub-paragraph (a) of Paragraph 3. t; same must be mailed not later than the 25th day of the calendar r.-.oni and if notice of cancellation of any order for shipment of lead he g given by Glidden by mail such notice will be effective as to Anacond only upon receipt of the same by it. At the time of telegraphing any order or notice the nartpsending the telegram will at once mail a confirmation thereof, out the party receiving the telegram will he justified in acting in ac cordance with its terms as received, before receiving the letter of confirmation. All mail and telegrams to Anaoonda will be addressed to it at its office at 25 Broadway, Hew York City, unless and until other*136 directed by Anaconda, and all mail and telegrams to Glidden will 06 addressed to it at its office in Cleveland, Ohio, unless ar.d until PNrC0000618 PNYC00006183