Document jyd74MrOONw2yBb6Bbk7p3Xr9

MONSANTO CHEMICAL COMPANY DISTRIBUTOR CONTRACT CONTRACT between Monsanto Chemical Company, St. Louis 66, Missouri ("Monsanto") and lean Mineral ini mvihm ot me ruu oil company" :s Company______________ _ of Mm May Hill, Maw Jersey __________("Distributor"). 1. Monsanto hereby appoints Distributor a non-exclusive distributor of the following products (the "Products") and sells the Products to Distributor subject to the terms and conditions stated below and on the reverse side hereof. PRODUCTS QUANTITY PRICE & PACKING F.O.B. TERMS *In C/L or T/L of drums (LCL will be shipped only in an emergency) and/cr iankcar and/or tankrmck quantities- See Attached Exhibit A *in G/L or T/L of drums (LCL will be shipped only in an emergency) hereinaf :e referred to as ''Proprietary products"- See Attached Exhibit A Less 5% Service Allowance Price and packing &FOB point & terms on attached Monsanto price sh.ee a Exhibi B attached hereto. QTY. estimated at 2,000,000 lbs. of all types. 2. While nothing in this Contract shall restrict the territory within which Distributor shall be free to distribute the Products, Distributor's area of primary responsibility for distribution of the Products (the "Area") shall hp- East Coast from New England states to Florida and including Atlanta-Nashville areas.' 3. Distributor shall exert its best efforts to exploit fully the potential markets for the Products in the Area. Monsanto plans to maintain an advertising and sales promotion program and to furnish Dis tributor with current literature and information concerning the Products; the scope and frequency of such advertising and sales promotion to be determined by Monsanto. 4. Monsanto reserves the right to make sales direct to customers located within the Area. Without limiting such right, Monsanto does not expect to solicit small order business for the Products in the Area, but expects to refer such inquiries to Distributor, except with respect to accounts whose established policy permits purchases only from manufacturers and trial shipments for experimental work. 5. Term: One (1) year commencing__ - uJnannwu-ai.ryy 1j.,. 19. 52 ^e-^c8^^iancigean^^l4li,'afaei&|P&n?r4acts by and between Monsanto and Distributor for the distribution and sale of the Products. DSW 441167 Distributor MONSANTO CHEMICAL COMPANY Date: ,January 26 1962 dustry Salas Manager lasticizers & Rubber Chemfca! Organic Chemicals Division Date: IIovember 27, 1951 STLCOPCB4102623 6 De'iveries may be suspended by either party 13. Monsanto warrants that any Product sold in case of Act of God, war, riots, fire, explosion, flood, pursuant to this contract, except as is made speci strike, lockout,' injunction, inability to obtain fuel, fically for Distributor according to Distributor's spe power, raw materials, labor, containers, or transpor cifications, does not infringe any valid U.S. patent. tation facilities, accident, breakage of machinery or This warranty is given upon condition that Distribu apparatus, national defense requirements, or any tor promptly notify Monsanto of any claim or suit in cause beyond the control of either party, preventing volving Distributor in which such infringement is the manufacture, shipment, acceptance, or consump alleged, and, if Monsanto is affected, that Distributor tion of a shipment of a Product or of a material upon permit Monsanto to control completely the defense which the manufacture of a Product is dependent. or compromise of any such allegation of infringe If, because of any such circumstance, Monsanto is ment. Monsanto does not warrant that the use of unable to supply the total demand for the Product, any Product sold hereunder, or articles made there Monsanto may allocate its available supply among from, either alone or in conjunction with other ma all of its customers and itself in an equitable manner. terials, will not infringe a patent. Such deliveries so suspended shall be cancelled with out liability, but the contract shall otherwise remain unaffected. 14. The quantity shipped in any contract month may be limited by Monsanto to either: (a) the average of the monthly quantities ordered by 7. In the case of bulk carload, tank car, or tank Distributor hereunder for the preceding contract truck shipments, Monsanto's shipping weights shall months, or (b) the maximum quantity covered by govern. this contract divided by the number of months in 8. Where shipment requires use by Monsanto the contract period. of carboys, dmms, barrels or other returnable con tainers, title to such containers shall remain in Monsanto and a deposit in the amount required by Monsanto must be made at the time the Products 15. Monsanto shall not be bound to tender de livery of any quantities for which Distributor has not given shipping instructions. are paid for to insure the return of the container to point of shipment. Such container must be kept in good condition and may not be used for any material other than that shipped therein and must be re turned within sixty (60) days from date of shipment. I.C.C. regulations require that empty drums must have filling and vent holes properly closed and empty carboy' must be thoroughly (completely) drained. On such containers being so returned in good con dition, a refund of the deposit will be made. 16. The price, point of delivery, service allow ance, if any, and terms of payment herein specified for any Product may be revised as of the beginning of any quarterly period commencing on the first days of January, April, July and October after the date hereof (including the first such quarterly period), by written notice from Monsanto dispatched not less than fif teen (15) days prior to the date on which any such quarterly period is to commence. If Distributor does not serve Monsanto with written notice of objection 9. Monsanto makes no warranty or represen thereto prior to the beginning of any quarterly per tation of any kind, express or implied, with respect iod, the proposed revision will become effective at to any.Product sold hereunder except as provided the start of such quarterly period. Distributor's writ in Condition 13 hereof. Monsanto shall not be liable ten objection to such proposed revision served upon for, and Distributor assumes responsibility for, risk Monsanto prior to its effective date shall permit of loss or damage resulting from the handling, pos Distributor to purchase elsewhere the quantities due session or use of the Products, whether alone or in during the ensuing quarterly period if Distributor combination with other substances. Claims on ac shall De able to purchase such quantities from re count of weight, quality, loss of or damage to a sponsible United States manufacturers of the Prod Product shall be made in writing as promptly as pos uct, and shall have furnished Monsanto with satis sible. Monsanto's liability for losses or damages from factory written evidence of bona fide offers by such all causes shall in no event exceed the purchase price manufacturers and Monsanto shall have elected not of the particular delivery with respect to which such to meet such offers, in which event Monsanto shall losses or damages are claimed plus any transporta be releasecWrom its obligation during such quarterly tion charges paid by Distributor. Unless otherwise period. If Monsanto desires to revise the price, point specified, Monsanto's standard specifications for of delivery, service allowance, or terms of payment quality shall govern. Transportation charges for re pursuant to this paragraph, but is restricted to any turned goods shall not be paid by Monsanto unless extent against so doing by reason of any law, decree, authorized by Monsanto. order, or regulation of any government, or if the 10. Any increase in freight rates paid by Mon price, point of delivery service allowance, or terms santo on shipments covered by this contract, may, of payment then in effect under this contract are at Monsanto's option, be added to the price of the altered by reason of any law, decree, order, or regula Products shipped under this contract. tion of any government, Monsanto shall have the 11. Any tax or governmental charge or in right to terminate this contract. crease in same hereafter becoming effective increas ing the cost to Monsanto of producing, selling, or delivering the Products or of procuring materials used therein, and any tax now in effect or increase in same payable by Monsanto because of the sale of the Products such as Sales Tax, Use Tax, Retailer's Occupational Tax, Gross Receipts Tax, may, at Mon santo's option, be added to the price herein specified. 12. Monsanto reserves the right, among other remedies, either to terminate this contract or to sus pend further deliveries under it in the event Dis tributor fails to pay for any one shipment when same 17. Should Distributor at any time any ship ment Is due under this contract be offered a lower delivered price on material of equal quality, in like quantity as the shipment involved, for the same use by a responsible United States manufacturer of the Product and furnish Monsanto satisfactory-proof of same, Monsanto will either supply such shipment at the lower price or permit Distributor to purchase such quantity elsewhere, and the quantity so pur chased elsewhere will be deducted from the total quantity of this contract. becomes due. Should Distributor's financial respon 18. Distributor may not assign its rights under sibility become unsatisfactory to Monsanto, cash this contract without the prior written consent of payments or satisfactory security may be required Monsanto and any attempted assignment shall be by Monsanto. " aragraphs 19, 2Qr 21, 22, 25, c: oee xhibi"'; A DSW 441168 STLCOPCB4102624 MONSANTO CHEMICAL COMPANY DISTRIBUTOR CONTRACT WITH AMERICAN MINERAL SPIRITS DATED November 27. 1961 EXHIBIT A Hie following produces are offered in Paragraph 1 of the distributer ccntracl. *In C/L 5r T/L of drums (LCL will be shipped only in an emergency) and/or tank- car and/or tanktruck quantities- . Dibutyl Phthalate Dicyclohexyl Phthalate/ Diethyl Phthalate/ Dimethyl Phthalate' Dioctyl Phthalatek Diisooctyl Phthalate1' Diiscdecyl Phthalate" Ditridecyl Phthalate( Santicizer 165 Santicizer 602 DNODP *> Mod"Epox Santicizer 603 Santicizer 636 Dioctyl Adipate* Diisodecyl Adipate* DNODA* Santomask II Santicizer 644 Tricresyl Phosphare Triphenyl Phosphate Triphenyl Phosphite Santicizer 140 *In C/L or T/L of drums (LCL will be shipped only in an emergency) hereinafter referred to as "proprietary products"- Diphenyl Phthalate* Santicizer ISO'' Santicizer 213^ Santicizer 214^ Santicizer 630 Santicizer 631/ Santicizer 141^ Santicizer E-15M Santicizer B-16*' Santicizer M-llv Santicizer 405 ^ Santicizer 409 * Santicizer 411 HB-40 * HB-20 * DytrolsL Montars* Ar odors*. Santicizer 1-H Santicizer 8 Santicizer 9 Santolite MHP Santo Lite MS 80% The following additional terms and conditions apply to subject distributor contract: 19. Monsanto will make third party shipments only if it agrees to do so prior to each sale contemplating such shipment. Such shipments if allowed by Monsanto will-be made only by common carrier and only in tankcar, tanktruck, carload or truckload quantities. Shipments will be made prepaid; Monsanto will pay the freight on freight allowed products and charge the freight to destination for FOB products. Monsanto will make stop off shipments only if it agrees to do so prior to each sale contemplating such shipment. If Monsanto allows such shipment the distributor will pay stop off charges and any additional freight charge above that which would apply for ship ment to the appropriate distributor terminal. 20. In the event the distributor wishes to use his own trucks co transport plasticizers from Monsanto1s plant to his terminals or warehouses, Monsanto DSW 441169 STLCOPCB4102625 will allow freight at full tanktruck or truckload rate, regardless of quantity taken, for products sold on.a freight allowed basis. A premium of l/2q/lb. will' be charged 'for shipments of 1000 to 1999 gallons". Sufficient notice must have been given the Monsanto plant to permit scheduling and prompt loading. 21. The following will apply with respect to inventory price protection. a. In the event of a price decrease, Monsanto will credit ^ the distributor for the difference between the old price and the new price for all purchases made In the 30 days previous to the announcement of the price decrease, the date of shipment will govern. b. In the event of a price increase, Monsanto will notify the distributor in accordance with Paragraph 16 of this contract. 22. It is understood that where convenient to Monsanto, Monsanto will utilize the distributor's bulk terminals and warehouses to service customers to whom It makes direct sales of the products inventoried by the distributor, with suitable through-put charges to be negotiated as regards each warehouse and/or bulk terminal. 23. Approximately twice a year the distributor and a Monsanto representative will review the distributor sales of "proprietary products" to Insure that Monsanto is kept abreast of market conditions, of new uses, and of applications for its products in order to plan its research and application efforts properly and in order further to insure that the market is being serviced adequately. 24. This appointment shall be for a term of one (1) year from date hereof until December 31, 1962, and shall continue from year to year thereafter unless terminated at the end of the first year or at the end of any succeeding year by either party serving on the other six (6) months' written notice of its desire to terminate at least six (6) months prior to the end of any year. DSW 441170 STLCOPCB4102626