Document jNnYQ47k6rV1JyE5kXzgnDDRZ

FILE NAME: Rogers Corporation (ROG) DATE: 1976 Mar 29 DOC#: ROG032 DOCUMENT DESCRIPTION: Memo RE Liability Responsibility for Asbestos & Asbestos Containing Products March 29, 1976 SUBJECT: LIABILITY RESPONSIBILITY FOR ASBESTOS AND ASBESTOS CONTAmWG^^RODUCffg ` " FROM: J J A bell TO: M, ICupsaw, W A Hayes, W F Ames, E J . Sweeney, D F 0B e l l , A , D, Heilemann, R C. B erry, C te ro n , L . A , W alters, E,, S , Sm ith, A , J , Dontj e , C . Ro Welshman INFO: J L HtraBi r k ^nruth, No L Greenman, H E* Brooks, Cg. L . Smithy, Co A , Berghaimer, F J Jo n e s, FT~A ; 'Keery, H , A Raphaels on The su p p lie r o f one o f our c r i t i c a l asbestos raw m aterials, B e ll Asbestos agent fo r Cassiar AX, require chat we s ig n a co n tra ct fo r our purchases Without a signed con t r a c t they w i l l not s e l l us asbestos They are doing th is on ad vice o f t h e ir attorney* The c r i t i c a l passage in the con~ tr a c t is Paragraph 13 (d) as noted on the attached Besides being sure th at we are doing what we have to in our p la n t , perhaps we should consider what step s we have to take to p ro te ct o urselves from our customers and our cu s tomer' s customers JJA rjb SC-RC-2640 A '*fO R C E MAJEURK (a) Seller shidl not be responsible cither for non-shipment or for my deliveries being delayed or prevented, nor shall the Buyer be responsible for failure to tke delivery caused in whole or in part by force majeurt The term " force maieurc^ sh all include, without limitation, the following cm* moralion si strikes, lockouts, labour and c iv il diMurbuncev, acts of Cod, including fire, earthquakes, volcanic eruptions, floods, landslide;, adverse weather conditions, unavoidable acciden ts; law s, rules, regulations m orders of any government or agent or instrumentality thereof, whether domestic ur foreign, having at any time de facto or <te jure control over the Seller or Buyer, nets of war whether declared or undeclared; unavailability of e sse n tia l equipment, material or labour or restrictions thereon or limitations upon the use thereof, d elays in transportation or communication or other cau se* reasonably beyond the control of the Seiler or Buyer whether similar or dissim ilar to the cau ses herein specified. The settlement of strikes, lockouts and labour disturbances and the decision of whether to question or to test the vilklity of any government law, rule, regulation or order shall be wholly within the d is cretion of the party concerned. If the Seller or the Buyer claim s force tnajeure, that party shall so notify the other in writ ing sp ecifyin g the nature of su ch force majeure and the date of commencement thereof, Upon the force majeure having terminated or ce a sin g to have e ffe ct, the claim ing putty shall so notify the other, (b) H stoppage of or delay in deliveries of asbestos fibre is occasioned by any one or more of the above cau ses ox in the event or consequence of any cause whatsoever beyond the reasonable control of the Seller, the deliveries of -sbestos fibre affected , where they are not wholly prevented, may, at the option of the Seller, either be cancelled m whole or in part or be wholly of partially suspended. In the co se ol suspension the Buyer may accept or cancel all or part of the suspended tonnage and the lime of delivery of the accepted portion will be by mutual agreement in writing, 12. SPECIA L CONDITIONS A ll asbestos libre supplied hereunder shall be used by the Buyer its own factory or factories and not re-sold by the Buyer In an unmanufactured state, without the express permission of the Seller* 13 GENERAL CONDITIONS (a) If Lhe Buyer defaults in payment si hereunder or becomes subject to bankruptcy laws or goes into liquidation for any purpose other than reconstruction or reorganization, the Seller may at its option withhold all or anv further deliveries foi such time as the Seller thinks fit or cancel the balance of deliveries under ibis Agreement, (b> Any warranties or conditions, statutory or otherwise, or suitability for any purpose are excluded except where sp ecifically herein agreed* (c)Where sa le of the asbestos fibre ss with a certificate supplied by an independent inspection authority, the ceitiiieate (the charge for which is payable by the Buyer) shall be conclusive &$ to the matters certified. T -> <d) C la im s against the Seller or U s Agent related directly or indirectly to the Buyer' s acquisition o f asb esto s fibre ftorn the Seller tn respect of consequential lo s s, dam ages, personal injuries, d ise a se s, or death, however arising, are not the responsibility of the Seller or Us Agents and the feuyer hereby expressly waives any of Us rights as against the Seller or its Agent with respect to any such claim s. The Buyer undertakes and agrees to save harmless and indemnify the Seller and its Agent from all exp en ses, c o s ts and damages arising from all such claims* The Buyer undertakes and agrees to adequately warn its em ployees, agents and customers of the possible dangers in exposure to, handling* use of or p rocess ing of a sb esto s fibre and in^a^U collarJbj^^brea th a ir or ingesting food or*wa I er.conta m ing^as be st o ^ iib r e. Consistent with such duty to warn, the BuyerlinBertriltes^and agrees to provide necessary safeguards to Us'em ployees amTagents who hondSe asbestos fibre or products-of the Buyer which contain asbustou fibre* * (e) The Seer warrants the asb esto s fibre sold hereunder shall meet its standard specifications* 14. A PPLICA B LE LAW AND INTERPRETATION T h is Agreement sh a ll be governed by and subject to all applicable and valid Jaws and regulations fo the Province of British Columbia and Canada. If any provi son hereof is contrary to any such law or regulation, this A gree ment shall be regarded as modified accordingly and. as so modified, shall continue in iorce aqd e ffect. T h is Agreement shall be interpreted e x clu siv e ly by the applicable Courts of the Province of British Columbia including any Courts of Appeal therefrom* 15. CANADIAN FUNDS A ll payments by th* Buyer under this A greem ent are payable exclu sively in lawful money of Canada unless otherwise sp ecifically agreed in writing. 16. NOTICE ' ` Any notice required or permitted under the Agreement shall be given in writing by personal delivery or by prepaid registered air mail* or by prepaid telegram* telex or coble, adressed as follow s; To the Seller or lis Agent: Bell Asbestos Mines, Ltd,, Agent, P.O, Box 99* Thetford Mines, Quebec-, Canada, G6G 5S4 To the Buyer: Rogers Corporal?on, Rogers* Conn, 06263 U*S.A* nr such other ,*ddruss as cither of the parlies may from time to time dertignate in writing to the other. Any notice *<mt by p re p a id re g is te re d nr m a il s h a ll b e d eem ed to h a v e b een re c e iv e d b v the p a rty to whom a d d ressed t e n (1 0 ) d ay s from the d;d<> of postmark. Any notice sunt by prepaid telegram* telex or- cable shall be deemed to have been received by the party to whom it wu& addressed ttuee (3) d**ys after the time of dispatch* Piute 3