Document gb1qd31JLg27DkR2JdNkBjae3

JULY 2, 1980 v 19& Hr. Frederick V. Brown Bow Chemical TJ.S.A. 14995 Sprague Road F.O. Box 8800 Strongsville, Ohio 44156 . a HOPPER Boar fredt following the most rooont contract discussion with you and Sdgar Smith last weak, ws of Yirsstons have reviewed it again in detail. As you will recognise, the discussions have all been based upon Bov drafts, prepared as your company believes desirable, and with Tlrestone making comments and changes which we consider equitable and important. Thera is nothing wrong with this procedure but I believe the comment is important to keep the discussions in perspective for all of us. the attached is the draft which you delivered to us last week and on which we have now made firestone's changes in red. these put it in what we eonsider equitable terns and reasonably oompetitivs with other fQH agreements which firestone baa. Tea will not# some of the insertions are requests we have previously made and which Bow attorneys have viewed f Marketing pfr*0TM*1 wnufa awrem qftt baTM repeatad _____ _______________________________ __________ _________________________________________ , theae because flrestons does consider tbem important, We do mot con- sldsr then unfair. firestone recognises, and we know Bow does also, that a contract should be a "two way street" and should be written la the light of the realities af the market place. We trust Bow personnel will conclude this is a proper approach and respond with your acceptance at am early data. Tory truly yours. V. P. BRAT UPBtms Attachment OCt Hr. J. R. Hopper Hr. X. B. Wilson Pc: Mr. J. j. McCoskey 8/1/80 OCC 017103 CONTRACT ':j. 56i AGREEMENT made this ___________ day of ___________, 1980, becweer. Dow Chemical U.S.A., an operating unit of The Dow Chsnical Company, with executive offices in Midland, Michigan, herein called "Seller" and The Firestone Tire and Rubber Company, an Ohio corporation with offices in Akron, Ohio, herein called "Buyer". WITNESSETH; WHEREAS, Seller a^m^n^ac^inr^r^o^gn^l^cijloride monomer complying with pfi/r specification attached hereto, hereinafter called "VCM", wishes to sell same to Buyer upon the terms and conditions herein after set forth; and WHEREAS, Buyer desires to purchase same fran Seller upon the terms and conditions hereinafter set forth. ' NOW, THEREFORE, it is agreed between the parties as follows: 1. Term - The term of this agresnent shall be the period cormencing January 1, 1981 through December 31, 1985 according to the terms and conditions below. 2. Quantity, at its plants at Pottstown, PA. I and Perryville, HD, A. Seller's maximum obligation shall be $$$ of Buyer's requirements for consumptio\nnot to 2e0xc%eed 9,400,000 lbs. in any month without further agreement. 20% B. Buyer's obligation shall be/%4 of its requirements for consumption at its plants at Pottstown, PA an! Perryville, MD each month`(estimated to be 8.5 million lbs. per month). C. Add here from attached page. i -1- OCC 017104 CONTRACT NO. 56687 C. In the event Buyer expands its Plaauemine (also referred to as Baton Rouge), Louisiana PVC plant and if in that event Seller is chosen by Buyer, either by new contract or amendment to contract No. 26898 dated December 14, 1976, to supply at least 100 million lbs. per year of VCM to be used in that expanded capacity. Buyer may terminate this contract No. 56687, that termination to be effective as of the beginning date of said new contract or amendment. Buyer shall give notice of such termination not less than ninety (90) days prior to its effective date. -/- OCC 017105 CONTRACT no. 565;' 3. Seller shall be obligated to supply from and Buyer shall be obligated to take at, their respective facilities stated herein. Seller's obligation to supply and Buyer's obligation to take may be reduced proportionately to any reduction of operation at such respective facility in response to any governmental action^ relating to environmental matters. Nor any government failure to act 4. Buyer shall place orders by the 15th day of the month preceding delivery, and shalldeliveries in approximately equal monthly quan tities except as may be otherwise provided herein. If Buyer shall fail during any month to order such monthly quota, the quantity not ordered may be deducted frtm Seller's maximum obligation to supply. 5. Price A. $0.22 per pound. B. Seller may increase the price at any-limey including January 1, 1981, with 30 days prior written notice. Seller shall limited to one increase in any 90*day period, with the exception that if seller decreases the price charged for any reason. Seller may subsequently ab^any time with 30 days written, notic^fo Buyer, -during said 90-day period, increase the price to the level prior to the price decrease. Seller fjy decrease the price afc-any time. Substitute and C from attached page, -2- OCC 017106 contract :;o. 5^8 3. Seller may increase the price at any time, including January 1, 1981, with 39 days prior written notice. Seller shall be limited to one increase in any 90-day period. Seller shall be free to reduce the price at any time and without advance notice. Unless Buyer gives Seller written notice of objection to a price change on or prior to the effective date of the change, Buyer shall be deemed to have accepted the change. If Buyer gives such notice of objection and Buyer and Seller fail to agree on such change or a modification thereof within fifteen (15) days after the effective date of price change. Buyer may terminate this agreement by written notice to Seller. Such notice shall specify a termination date which shall be no more than ninety (99) days subsequent to the effective date of such adjustment. In this event, any VCM shipped during the ninety (90) day period following the effective date of price change will be purchased at Seller's new price. If Buyer does not send Seller a termination notice, Buyer shall be deemed to have accepted Seller's new price and shall pay such price for product until subsequent price adjustment in accordance with the terms hereof. C. Seller's use of word "temporary" or "voluntary" or any other word or phrase to indicate such intent in connection with a price reduction, or as an offset against some portion of a price increase notified to Buyer, shall not serve to alter the restriction on price increase frequency and price change notice times and responses thereto which are specified herein. OCC 017107 -2- CONTFACT NO. 56687 L. C. Favored Nations - Seller hereby agrees that if during the term of this agreement, specifically excluding one contract executed prior to June 6, 1969, and excluding contracts which may be terminated and are in the termination period, it sells or delivers vinyl chloride monomer to any of its U.S.A. VCM customers under terms and conditions that result in an FOB Seller's U.S.A. VCM producing plant price lower than the price in effect hereunder, it will prcnptly offer to sell Buyer the same quantity, or Buyer's quantity obligation in paragraph^I. herein, if lower, of vinyl chloride monomer under the same terms and conditions. 6. FOB Seller's facility at Freeport, Texas or Plaquemine, Louisiana *< at Seller's option. 7. Transportation Terms - Freight prepaid by Seller and added to monomer invoice. 8. Method of Shipment - Seller's tankcars 9. Demurrage and Detention - Buyer will use all reasonable effort to unload and return Seller's delivery equipment to carrier within the tariff or contracted period free of demurrage and/or detention charges. Unloading demurrage and/or detention charges on such equipment are to be paid by Buyer. During periods when Seller's cars are in the possession of Buyer, Buyer is responsible for cars and shall be liable to Seller for any or all damage to or destruction thereof which is directly attributable to Buyer. Buyer shall unload and then tender cars to the railroad, in accordance with routing instructions given by Seller, within Seller's then allowable tine for the product involved beginning on the first 7:00 a.m. following placement ("actual" or "constructive", as defined in freight tariff PHJ6O041 and subsequent tariffs). For days held in excess of this allowable detention time. Seller shall have the right to collect fran Buyer as liquidated damages Seller's then generally applicable daily rate for each day, or part thereof, in accordance with demurrage/detention lease agreement in effect at the tine of shipment. -3- OCC 017108 f o r a t le a s t months If any of Seller's cars arrive at destination in enraged condition, buyer shall immediately notify railroad agent at destination of such damage, and also make irrmediate report thereof to Seller. All repairs to cars shall be made under the supervision or the direction of Seller and at Seller's exoense. 10. Title and risk of loss in all goods sold hereunder shall pass to Buyer upon Seller's delivery to carrier at shipping point and execu tion of the bill of lading. 11. Terms of-Payment - omitted in error. (Weekly invoices, net 30 days.) 12. Ccnpetitive Offer - If Buyer receives a written offer from a domestic producer not controlled bv or controlling Buver to supoly at an annual rate,in place o Seller, are of like quality, for a like use and deliverable in like Quantities, . ., "USA origin at a delivered cost less than the tnen effective delivered/cost hereunder, upon Buyer's notice stating all the terms and conditions including the quantity the Buyer intends to purchase of the canpetitive offer. Seller shall by written notice within thirty days of receipt of Buyer's notice (a) meet the competitive price and amend this contract accordingly, (b) choose not to meet and deduct frcm the Seller's maximum obligation to supply the quantity that -the Buyer intends to purchase from the conpeti- tive source or (c) cancel the competitive quantity frcm the contract if agreement cannot be reached under (a) or (b) above. 13. Credit - Seller may defer shipments or alter payment terms if Buyer fails to pay invoices in accordance with terms of this agreement; provided, hovrever, that Buyer is first given fifteen (15) days within which to cure said failure upon written notice frcm Seller. 14. Non-Assignability - The rights and duties of this contract are not assignable or transferable by either party without the'other's written consent. This document constitutes a complete statenent of the contract between the two parties. -4- OCC 017109 CONTRACT NO. 566S7 15. Uniform Contnercial Code - This contract shall be governed by and construed in accordance with the Uniform Ccmercial Code as in effect in Michigan except as the provisions of such code are herein modified. 16. Amendments - Any modification of this document by the Buyer, and any additional or different terms included in Buyer's purchase order, any other document responding to this offer, or subsequent documents, purchase orders car acknowledgment requests provided by Buyer relating to this contract after its execution, shall be null and void whether or not signed by Seller. The terms and conditions herein may only be modified by an amendment, expressly stated as such, signed by both parties. By ordering for shipment the goods herein. Buyer agrees to all the terms and conditions contained in this document. 17. Patent Infringement - If suit is brought against Buyer alleging that the manufacture or sale of any staple oarrnodity of oanmerce sold hereunder infringes any U.S. Patent, then Seller, at its own expense, will defend Buyer and pay any awards against Buyer for such infringanent, provided Buyer gives Seller prcnpt written notice and permits Seller to defend. 18. Warranties - Seller warrants that the goods supplied hereunder shall conform to the description stated on attached sales specification, that it will convey good title thereto and that such goods shall be delivered free from any lawful security interest or lien or encumbrance. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, NOR IS THERE ANY OTHER EXPRESS OR IMPLIED WARRANTY. 19. Limitation of Seller's Liability - In no event shall the Seller be liable for any incidental or consequential damages, whether or rot arising out of negligence except such damages resulting from Seller's gross or willf^gful negligence. Seller's liability and Buyer's exclusive renedy for any cause of action arising out of this contract, including negligence^is expressly limited at Buyer's option to replacement or repayment of the purchase price for, the goods with respect to which damages are claimed except as noted herein. All claims of whatsoever nature shall be deemed waived unless made in writing within 30 days of Buyer's receipt of the goods -5- OCC 017110 l u lwtii lnl fgu s r e o r damages r's gross n e g lig e n c e , t Sseulclhe xcep from e CXX'TTPACT NO. 56687 20. Force Majeure - In the event of wax, fire, flood, strike, , , or failure to act 1 labor trouble, breakage of equipment, accident, riot, act govern mental authority, acts of God, or contingencies beyond the reasonable control of Buyer or Seller, interfering with the production, supply, respecting the g'pbd^ covered try this contract, or in the event of inability to obtain on terms deemed by the Seller to be practicable any raw material (including energy source) used in connection there with, quantities so affected shall be eliminated from this contract without^ij^jJLity, but the contract shall otherwise remain unaffected. Seller during any period of shortage due to any of said causes, allocate its supply of such raw material among its varipi^s uses therefor, (e.g., manufacturing and sales) inmanner $4 and allocate its supply of s^h/gb6&4 among such various uses therefor in any manner which is fair and reasonable. 21. Non-Waiver - Failure of Seller or Buyer to exercise any rights under this agreement upon one occasion shall not waive a party's right to exercise the same tan another occasion. v 22. Canadian Shipments - In the event shipments are made from Seller's plants at Sarnia, Ontario or Fort Saskatchewan, Alberta,, freight charges will be prepaid by Seller and only Plaquemine to destination freight will be added to the invoice. All duty or border crossing expenses will be for the account of Seller. Buyer agrees that it will apply for duty drawback on FVC exports up to the quantity of Seller's VCM imports to Buyer and Buyer, if successful, shall retain $.0075/lb and remit the balance to Seller. Title and risk of loss on material shipped from Canada will pass to Buyer when the VCM reaches the shipping destination. i OCC 017111 1 CONTRACT NO. 56687 ! ACCEPTED by the parties of the date first entered above by their respective corporate officers. THE FIRESTONE TIRE & RUBBER COMPANY By: _______________________________________ Title: Date: DOW CHEMICAL U.S.A. __________________ Title: Date: K -7- OCC 017112 I___) W f-l I . IVI I 'w A-S u. w w> r > . tp| D*>A * S*-r * % f Dv1* a^oiasp SALES cp?:r?j!rMA T ! /*> Jt L. k d I -H i V> EXHIBIT A HSPLACZ WITH FI32ST0NE SPECIFICATE DATE PRINTED: PRODUCT CCJUF.: the now chemical cor-jpany duality assurance SAI.FS SPECIFICATI/ I b MOV 76 91575 ^fflCTlVE: 22 MAK 7c 9157b PACE: 1 NAME: VINYL CHLORIDE MONOMER, DESC:COLORLESS. FLAMMAHI.KxtfnMPRF.SSED GAS TEST ITEM I ' UN TT : LIMITS : TEST METHODS PURITY. MIN % H-ACETYI.ErJE^/MAX PPM 1.3-fJtJTADI^rJE. MAX PPM METHYL CHLOlHpE. MAX PPM ETHYLENE DlCHLMinDf., MAX PPM WATER CONTENT < MAX'S. PPM ACIDITY (AS KCL) fAX PPM 1KUN.NOw-KILTERABLE, M AXS. PPM NONVOLATILE RESIDUE. MAX ^SW>H OXYGEN IN VAPOR PHASE. MAX t SEE NOTE 1) PPM'JWr VOL ^ f ---------- - -- - Pi: 1190396 OIM.K 99.9 2 5 50 5 100 . 2 0.15 so iooo NOTE: III 1000 PPM BY VOLUME ^ 500 PPM BY WEIGHT. VC-19; VC-1 VC-17; VC-19 VC-19; VC-17 vc-i'e VC-11 VC-2 VC-5 VC-6 (M u>1 .> - - -"------ . - i{KM/tAttf/ OCC 017113