Document k9wezyM9w4mx1Q3jwDMQKwEpn

r- Sales Agreement Oxooo-Illinoio Glaoo Company, hereinafter referred to o selloP0* end Owens-Corning Fiberglas Corporation, hereinafter referred to as 0Buyer, have thio day agreed as follows; 1. During tho tern of this Agreement, Buyer will purohaco from Seller and Seller will ceil to Buyer, eubjoot to tha provisions of thio Agreement, tho following amounts of Kaylo Heat t maulating products* $ 750,000 during the period April 1, 1953 to Docember 31# 1953# and $1 ,000,000 during each calendar year subsequent to 19531 provided, however, that in tho event that at any time or timoa tho pricoo for Kaylo Heat Insulating Products shall be increased or decreased in accordance with tho provisions of paragraph 4 heroof, the amounts horoinabove specified will be increased or decreased in the same proportion as ouch priceo shall have been increased or deoreased, prorated for tho portion of tho current period unc.'cpircd at tho date of ouch price chango. On or boforo tho first day of eaoh calendar Quarter, Buyer Kill notify Seller in writing of tho total amount of Kaylo Heat Insulating products which it intends to ourohooe from Seller during such quarter, 2, AO used in thio Agreement tho term "Kaylo Hoat Inoulating produoto" means only those heat insulating produoto lioted in Exhibit A, attached hereto and made a part hereof, 3* The priceo for Kaylo Heat Insulating products set forth in Exhibit A will remain in effect until October 1, 1953# and thereafter until increased or decreased in accordance with the provisions of paragraph * hereof. Seller may increase or decrease the prices to Buyer for Kaylo Heat Insulating products on October 1, 1953, and on the first day of any oubsequent calondar quarter, by giving notice in writing to Buyer of ouch increaco or decrease at least fifteen (15) days prior thereto. Buyer may, by giving notice in writing to Seiler at any time within thirty (30) dayo after receipt of notice from Seller of a price increase terminate this Agreement six (6) months aftor the effective date of ouch price increase, 5, All orders for Kaylo Host Insulating products plaocd by Duyer and accepted by Seller will to at tho prices in . fi-TFS i?Cf cfToct a* the tico of shipment by Seller and will be oubjsot so tho Versa set forth In Sxhibit A end the following terms and conditional {*). Prices shall bo P,0,3. plant of sanufseturo* In the event that Seller propays the freight cn any shipment, Buyor trill reimburse Seller the full amount thoroof# Titlo . and poooosoion shall pass to Buyer on delivery of products to the oorrlor consigned to Buyor or Buyer;o customer* (b) In the event of a price increase, the Buyer any# within thirty (30) days after receipt of nstloo thereof# request price protection on speolfle outstanding contrcots and outstanding contraot proposals* Shipments with protected priceo suit be made within sixty (60)- days of effeotlvo date of price Increase* 00 (e) Orders and shipping instructions will be given by Buyer reasonably in advance of desired delivery dates and# subject to the other provlsione herein sta;ed# Seller-will make shipments as nearly so possible in accordance with ouch shipping instructions as shipping facilities and Seller's scheduling and facilities of manufacture permit* Seller's failure to meet shipping instructions will not be deemed a breach of this Agreement* (d) Seller, warrants that all Kaylo "cat Insulating products sold to Buyer pursuant to this A^Toement will meet Seller's performance specifications in efiect at the time of sale* Seller will furnish Buyer a copy o* said performance specifications currently in effect and of eaoh revision thereof* (e) Buyer shall# within ninety (90) days after shipment of any product# covered by this Agreement* give written notloo to Seller of any claim for errors* shortages* imperfections* deficiencies or any failure of the products to conform with the terse of this Agreement* Buyer's failure to give such notice within such time or Buyer's failure to give Seller an opportunity to make an adequate investigation* either by on the spot inspection or by having the products returned to Seller* shall constitute a waiver by Buyer of all ol&ims with respect thereto* Any advice or assistance furnished by Seller in respect of installation or use of the products are purely gratuitous and without consideration* and Seller shall have no liability by reason thereof* Seller ahall not be liable for any breach of this Agreement in any amount in excess of the agreement price for the products with respect to which such breach occurs and Seller shall not be liable in any event for apeolal or consequential damages! and Buyer 2 ohall Include this same limitation upon the amount of Seller's liabilities in contracts effecting all resales by Buyer to third persons and Buyer shall indemnify and cavo Seller harmless from any liabilities arising from Buyer;o failure so to contract in making resales* . (f) All claims made by Buyer against Seller in accord ance with subparagraph (e) hereof shall bo subject to approval by Seller* in the event that Buyer disagrees with Seller's disposition of any cuoh claim, Buyer may by giving notice in writing to Seller within thirty (30) days after reoeipt of notice of Seller's disposition of such claim, require the name to be submitted to arbitration in Lucas County, Ohio, in accordance with the Onio Arbitration Act, by throe (3) arbitrators appointed as followst Seller and Buyer shall each appoint one (1) arbitrator and the two (2) arbitrators thus appointed .shall appoint a third arbitrator. In the event that the arbitrators appointed by Seller and Buyor shall be unable within thirty (30) days to agree upon the appointment of the third arbitrator, the court of Common Fleas of Lucas County, Ohio, may, upon application of either party hereto, appoint the third arbitrator. The decision in writing of a majority of the arbitrators will bo final and binding upon both parties* 6. If, by reason of fire, earthquake, flood, explosion, accident, difference with or inability to secure workmen, lack of material, lack of facilities. Act of God or of any public enemy, voluntary,or involuntary compliance with any valid or invalid order, regulation, request or recommendation of any government agency or authority, lack of transportation facilities or other cause beyond the control of Seller or Buyer, respectively, whether or not of the kind hereinbefore specified. Seller or Buyer ohall be unable to perform, or is delayed in the performance of, any obligation under this Agreement, ouch nonperformance or delay ohall be excused* 7. In the event that Seller shall be unable to fill all orders for Kaylo Heat Insulating products placed both by Buyer and by other customers of Seller, Seller shall prorate shipments to Buyer and such other customers on an equitable basis. 8. Orders placed by Buyer for Kaylo insulating products not specifically listed and priced in Exhibit A will be subject to approval by seller in each case and will bo subject to such prices and chipping dates as may be set forth in such approval. 9. All sales and advertisements of Kaylo Heat Insulat ing Products shall be under Seller's trade name and trade mark "Kaylo3. In using Seller's trade name and mark. Buyer will indicate that the products sold or advertised are manufactured by Seiler and - 3- will give notice that Scller'o trademark lo registered by dis playing with the nark as used tho letter "ft" enclosed within a circle* Buyer10 right to use Seller's trade name and nark ohall be limited to the advertisement and sale of products manufactured by Seller and sold to Buyer pursuant to this Agreement and auoh right ohall terminate upon the termination of this Agreement* 10. Unless sooner terminated in accordance with tho provioiono of paragraphs 4, 11, or 12 hereof, this Agreement ohall remain in full force and effect until January 1, 1959% Exoept as otherwise provided in paragraph 13 hereof, tho giving of any notice of termination shall not, prior to the effective date of ouch termination, relievo Buyer from its obligation to purchaoe, or relieve Sellar from its obligation to soli, tho amount of ICaylo Heat Insulating products set forth in paragraph 1 here of, and any termination shall be without prejudice to any other remedy or remedies which either party may have against the other for any breach of this Agreement, 11* Either party may at its option terminate thio Agreement effective at the end of any calendar month by giving notice in writing to the other party at least one (1) year prior to tho effective date of such termination, 12* In the event that Seller determines to discontinue the manufacture of Kaylo Heat Insulating products. Seller may terminate thio Agreement effective at the end of any calendar month by giving notice in writing to Buyer at least six (6) months prior to the effective date of such termination. 13* In the event that Buyer shall give notice to Seller of termination of this Agreement pursuant to the provisions of paragraph 4 hereof, or in the event that Seller shall give notice to Buyer of termination of this Agreement pursuant to the provisions of paragraph 12 hereof. Buyer, at its option, may elect to be relieved of its obligation to purchase, during the six (6) months immediately preceding the effective date of ouch termination, Kaylo Heat Insulating products in the amounts pro scribed in paragraph 1 hereof, by giving notice of such election within thirty (30) daya after notice of such termination. In the event that Buyer elects, as herein provided, to be- relieved of its obligation to purchase the amounts so prescribed. Seller shall he relieved of Its obligation to sell the amount# so pre scribed* 14* The right of each party to require strict performance of the other party10 obligations hereunder shall not be affected in any way by any previous waiver, forbearance or courso of dealing. 15% Any civil action against Seller arising out of thio Agreement or by reason ox' any cale hereunder, or by reason of any federal or state otatutory provision relating thereto, -4- ehcll bo ooiasaenood within ono (!) yeas' froa tho date ouch a atea of cation arioso) othcrwico the anaa shell bo barred, notwith standing any atetutory period 04' limitation# to tho contrary. 16. Thi3 Agreement is not assignable by Buyev ozoopt with tho written concent of Cellar# ' 17# Tho entire c&rwcir/int of the parties ic contained herein* There ic no warranty, ngreesant. 01* understanding, oirproGa, statutory cr implied, either in fact cr in lav, with reference to or o part of this Agreement, except such co la oat forth herein. Bxcont no otherwise provided herein, no oiianga or alteration cf thin Agreement ahall bo effective unloss the aamo io in writing end oignod by both parties. 13. Thin Agreement chs.ll be binding ppon the; partita, their cr.ccoosorc and ar.aignc, end shall be construed in accordance with the laws of the Ltate of Ohio applicable to oontr&otc ^ado and to bo performed in the State of Ohio, 2?; WITNESS vnSEEOr, the parties hava caused this Agrocmont to bo ezocutod so of April 1, 1953# this X O * * day of March, 1953. At>;unt; By______ Atcoat1i 1. By ( / / / 1 OWENS-ILL By Q GLASS COMPANY (W- u OWENS-CORNING PIBBRGL43 CORPORATION -5- Moudiul Pipe SUco- NS-ULIH01S 0LA30 CC.-VANi fCAilO SECTIONAL DI?S Ii>&ULaTIOAI Hot Billing Prices - r'.O.B. Berlin, H.j. Tcrr/.s N'et 30 Davs Nominal Thickness cf Insulation & Prlcce per Lineal Foot 1/2 3/U 1 i-i/i* 1-1/2 2 2-1/2 3 3-1/2 U U-l/2 5 6 7 6 9 10 11 12 $ *11*2 *155 .175 .191* .211* .233 .258 .291 .323 .388 .1*20 .1*52 .517 X X X X X X * .297 .317 .336 .362 .388 .1*13 .1*52 .1*91 .530 .563 .607 .61*6 .711 .775 .073 .969 1.06 1.13 1.19 8 .1*85 ,517 .550 .561 6ll* .61*6 .679 .743 .603 .873 .937 1.00 1.10 1.19 1.29 1.1*2 1.55 1.65 X 0 .61*6 .679 .711 .71*3 .775 .808 .873 .969 1.06 1.16 1.26 1.36 1.1*5 1.55 1.65 1.61 1.97 X X $ .775 .873 .901* .937 1.00 1.06 1.13 1.23 1.32 1.1*2 1.52 1.62 1.75 1.08 2.0i* 2.20 X X X Notei (1) (2* \ t. ( <> Prices listed are for a ingle layer only, bauble layer prices arc the jus of the prices for the two single layer cites used, Prices include jUi....irc canvas jacket.?, ar.d 2-1/* aluralnur.i bands 3 fit section up tand incicdi r.,/ 2-1/2" tniunvassce. No allowance made for ouiss:--.. o`` c.ir.va- JacKets or . ,-jitra charge for j.iUvi'j'j canv :> jaCK*t,a* `Ir.tre charge for any canvas jackets or. covvriud over 2-1/2'* tUlc/nr lo N'ooLnal Pipe Slzoa- Inches 10 u 12 Hi 15 16 17 16 IP 20 21 22 23 21 26 27 26 30 32 33 31 36 UHIblT "A" Or SA.^5 AClESi2!JT OfiEliS-ILLINOIS Q-ASS ca&AiTi KAYLO BEVELED LuQ PIPE INSULATION Net Billing Priceo - F.O.3. Berlin, M.J. Terns {Jet 30 Daj's Noainal Thickness or ine'.ilation <: Prices per Lined Fco 1-1/2" 2" 2-1/2" 3" $1.02 $1.18 $1.68 $2.25 1.03 1.57 1.97 2.11 1.1U . 1.66 2.10 2.53 1.2? 1.85 2.35 2.61 1.39 1.91 2.1*7 3.00 1.1*5 2.01 2.59 3.U* 1.51 2.13 2.72 300 1.60 2.22 2.81 3.15 1.70 2.35 2.97 3.58 1.76 2.17 3-09 3.70 1.85 2.56 3.20 3.86 1.91 2.66 303 1.01 1.97 2.72 3.15 1*.17 2.0U 2.78 3.55 102 2.19 3.00 3.82 1.63 2.25 3.11 3.95 1.75 2.32 3.17 1.10 l*.91 2.17 309 1.29 5.18 2.66 3*61 1.57 5.61 2.72 3.73 1.69 5-67 2.81 3.86 1.82 5.86 2.97 1.01 5.06 6.11 i.ute; (J) (2) (3) rriccs Hated arc for single layer only. Double layer pri.ee:; are the ^o:a of the prices for the two single layer sizes used. Extra charge for any cartas or bando. C2) EXHIl. C "A" OF SAILS AO^EE-lSW cwens-illimois glass coupany KAH.0 HEAT IWSULATIiC BLOCK Hat Billing Prlcca - F.O.8. Berlin, M.J. Terms Hot 30 Daya ThicknessInches Prices per Square Foot 1 #.173 1-iA .21? 1-1/2 .260 1-3/l* 2 .305 .31*6 2-1/L .392 2-1/? -1*33 2-3/1* .1*78 3 .519 (3) EXHIi^T "A" OK SALES AGREEMENT UWEUS-ZLLIUOI5 OUUS CO^?AI.7 JCAYLO HEAT INSULATION EXTRA CHARGES Additions to Net Billing Prices % Addition to Billing Price Standard Canvas for Sectional Covering Over 2-1/2" Thickncse h.5% 6 oa Canvas for All Sizes and Thicknesses 9*0 8 oz. Canvas for All Sizes and Thicknesses 13.5 Lfeoinatott Products 7.5 LCL Orders Special Shapes, Sizes and Thicknesses Ke&thercuating ' 82,00 each Quotation Quotation (h) fTocC at tho tiro of ohipment by Seller and will be subject to tho Versa act forth in Bxhlbit A and the following terms end conditions* ' (a), Prices shall bo 7.O.B. plant of sanufccturo* In the event that Sailor prepays tho froight cn any ohlpcoat, Buyor tfill reimburse Sailer tho full amount thoroof* Titio . nnd pooooooion shall peso to Buyer on delivery of produot" to tho o&rrlor consigned to 3uyor or Buyor;a customer* (b) In tho event of a price increase, the Buyer coy, within thirty (30) days after receipt of notice thereof, request price protection on speoific outstanding contreoto and outstanding contraot proposals* Shipments with protected priceo oust be Bade within sixty (60)- days of effeotlvo date of price increase* * * (c) Ordsrs and shipping Instructions will be given by Buyer reasonably in advance of desired delivory dates and, subject to the other provisions herein staged, Seller*will moJco shipaents as nearly as possible in accordance with ouch shipping instructions as shipping facilities and Seller1s scheduling and facilities of manufacture permit* Seller's failure to oeet shipping instructions will not be deeaed a breach of this Agreement* (d) Sellar.warrants that all Kaylo at Insulating products sold to Buyer pursuant to this secernent will oeet Seller's performance specifications in af:ect at the tlso of aale* Sellar will furnish Buyer a copy of said performance specifications currently in effect and of each revision thereof* (e) Buyer shall, within ninety (90) days after shipnent of any products covered by this Agreement, give written notlee to Seller of any claim for errors, shortages, imperfections, deficiencies or any failure of the products to conform with the terms of this Agreement* Buyer's failure to give such notice within such time or Buyer's failure to civ* Seller an opportunity to make an adequatt investigation, either by on the spot inspection or by having the products returned to Seller, shall constitute a waiver by Buyer of all claims with respect thereto* Any advice or assistance furnished by Seller in respect of installation or use of tha products are purely gratuitous and without consideration, and Seller shall pave no liability by reason thereof* Seller ohall not be liable for any broach of this Agreement in any amount in excess of the agreement price for the products with respect to which such breach occurs and Seller shall not be liable in any event for speolal or consequential damages) and Buyer 2 efTocO c* the tl=o of shipment by Seller and will be oubjcot to the Versa set forth In Zxhibit A end the following terms and condition*) ' (a). .Prices shall bo P.0,3, plant of manufacture* in tho event that Sailor propays tho freight cn any ohipceat# Buyer tflll raiaburoe Bailor the full amount thoroof* Titlo . cmd poooosolon shall pass to Buyor on delivery of produotto the carrier consigned to Buyor or Buyor;s customer* (b) In tho ovont of a price increase# 6ho Buyor nay# within thirty (30) days after roooipt of notice thereof# request priot protection on speolflo outstanding contreoto and outstanding contrast proposals* Shipments with protected prices must bo mada within sixty {60)- days of offootlvo data of prico increase* (o) Orders and shipping instructions will bo givon by Buyor reasonably in advance of desired deltvory dates and# subject to tho other provisions heroin staged# Seller-will salco shipments as nearly as possible in accordance with ouch shipping instructions as shipping facilities and Seller's scheduling and facilities of manufacture permit* Sellerfo failure to meet shipping instructions will not be deemed a breach of this Agreement* (d) Seller.warranto that all Kaylo I!:at Insulating products sold to Buyer pursuant to this A,*rcement will meet Sellerfs performance specifications in of:set at the time of sale* Seller will furnish Buyer a copy of said performance specifications currently in effect and of each revision thereof* (e) Buyer shall# within ninety (90) days after shipment of any produets covered by this Agreement# give written notloe to Seller of any claim for errors# shortages# imperfections# deficiencies or any failure of the products to conform with the terms of this Agreement* Buyer1 failure to give such notice within sueh time or Buyer'* failure to give Seller an opportunity to make an adequate investigation# either by on the spot inspection or by having the products returned to Seller# ahall constitute a waiver by Buyor of all elalms with respect thereto* Any advice or acslscance furnished by Seller in respeot of installation or use of the products are purely gratuitous and without consideration# and Seller shall pave no liability by reason thereof* Seller shall not be liable for any breach of this Agreement in any amount in excess of the agreement price for the produots with respect to which such breach occurs end Seller shall not be liable in any event for speolal or consequential damage si and Buyer 2 effoct at the time of ohipraent by Seller and will be subject to the terms seb forth In Zxhibit A end the following terns end conditions* (a). Prices shall bo 7,0.3. plant of manufacture. la the event that Sellar prepays tho freight cn cny shipcoat# Buyor sill reimburse Seller the full amount thoroof* Titio . cod pooooaoion shall peso to Buyer on delivery of produot" to tho carrier consigned to Buyor or Buyor;o customer* Hla the event of a price increase, the Buyer nay, hlrty (30) days after receipt of notice thereof# request price protection on spcolfle outstanding oontraoto and outstanding contraot proposals. Shipcchts with protected prices suet be Bade within sixty (60)- days of effeotlvo date of price increase* (o) Orders and shipping instructions will be given by Buyer reasonably in advance of desired delivery dates and# subject to the other provisions herein sta;ed, feller-will make shipments as nearly as possible In accordance with ouch ohipping Instructions as shipping facilities and Seller's scheduling and facilities of manufacture permit* Seller*s failure to sect shipping instructions will not be deemed a breach of this Agreement* (d) Seller.warrants that all gaylo "cat Insulating product! sold to Buyer pursuant to this A^Toement will meet Seller*o performance specifications in of:set at the time of sale* Seller will furnish Buyer a copy of said performance specifications currently in effect and of each revision thereof* (e) Buyer shall# within ninety (90) days after shipment of any products covered by this Agreement, give written notice to Seller of any claim for errors# shortages, Imperfections# deficiencies or any failure of the products to conform with the terms of this Agreement* Buyer* failure to give such notice within such time or Buyer's failure to give Seller an opportunity to make an adequate investigation# either by on the spot inspection or by having the products returned to Seller# shall constitute a waiver by Buyer of all claims with respect thereto* Any advice or assistance furnished by Seller In respect of Installation or use of the products are purely gratuitous and without consideration# and Seller shell pave no liability by reason thereof. Seller ohcll not be liable for any breach of this Agreement In any amount in excess of the agreement price for the products with respect to whloh such breach occurs and Seller shall not be liable in any event for special or consequential dosages; and Buyer ef3*ocO a* t&Q tlso of shipment by Seller and will be subject to tnc Versa act forth in Bxhibit A end the following terms and conditional ' (a). prices shall bo P.O.B, plant of manufacture. la ths event that Sailor prepays tho freight cn any ohipesat# Buyor will reimburse Sailor tho full amount thereof# fitio . and possession shall pass to Buyer on delivery of produo to the oarrlor conoignod to 3uyor or Buyer;o customer# (b) In the event of o price Increase, the Buyer may# within thirty (30) days after receipt of nstlco thereof# request price protection on speolflo outstanding contreoto and outstanding contract proposals# Shipments with protootod prlceo oust be made within sixty (60) days of effeotlvo date of price increase* * # (a) Orders and shipping Instructions will be given by Buyer reasonably In advance of desired dellvory dates and# subject to the other provisions herein stn;ed# Seller* will males shipments as nearly as possible In accordance with ouoh shipping instructions as shipping facilities and Sellsr'a scheduling and facilities of manufacture permit# Seller's failure to meet shipping instructions will not be deemed a breach of this Agreement# (d) Seller.warrants that all Kaylo Boat Insulating producta cold to Buyer pursuant to this A^rreement will meet Sailer'a performance specifications in afiect at the time of aale# Seller will furnish Buyer a copy of said performance specifications currently in effect and of aach revision thereof# (e) Buyer shall# within ninety (90) days after shipment of any producte covered by this Agreement# give written notloe to Seller of any claim for errors# shortages# imperfections# deficiencies or any failure of the products to conform with the terms of this Agreement# Buyer's failure to give such notice within such time or Buyer's failure to give Seller an opportunity to make an adequate investigation# either by on the spot inspection or by having the products returned to Seller# shell constitute a waiver by Buyer of all claims with respect thereto# Any advice or assistance furnished by Sellar in respect of Installation or use of the products are purely gratuitous and without consideration# and Seller oball nave no liability by reason thereof# Seller shall not be liable for any breach of this Agreement In any amount In excess of the agreement price for the products with respect to which such breach occurs and Seller shall not be liable in any event for speelol or consequential damages) end Buyer 2 effort ct the tiro of shipment by feller and will bo subject so the terms set forth in Exhibit a and the following terms end conditions* (a). Priooo shall bo P.o.fl* plant of manufacture. in the event that Seller prepays tho freight cn cay shipment, Buyer 9111 reimburse Seller the full amount thoroof, Tltlo . end possession shall pace to Buyer on delivery of produotr. to the oarrior consigned to Buyor or Buyer;o customer* (b) In the event of a price increase, the Buyer nay, within thirty (30) daye after receipt of notice thereof, request prlot protection on speolflo outstanding contrcoto and outstanding controot proposals* Shipments aith proteotod prlceo oust be made within sixty (60) days of effeotlvo date of price increase* ' , (e) Orders and shipping instructions will be given by Buyer reasonably In advance of desired delivery dates and, subject to the other provisions herein *ta;ed, Seller-will males shipments as nearly so possible In accordance with ouch shipping Instructions as shipping facllltl:s and Seller1* scheduling and facilities of manufacture permit* Sellerfe failure to meet shipping instructions will not be deemed a breach of this Agreement* (d) Seller.warrante that all Kaylo "sat Insulating yroduota sold to Buyer pursuant to this A,:?oement will meet Seller's performance specifications In efiset at the time of sale* Seller will furnish Buyer a copy of said performance specifications currently in effect and of each revision thereof* (e) Buyer shall, within ninety (90) days after shipment of any products covered by this Agreement, give written notice to seller of any claim for errors, shortages. Imperfections, deficiencies or any failure of the products to conform with the terms of this Agreement* Buyer1 s failure to give such notice within such time or Buyer1 s failure to give Seller an opportunity to make an adequate Investigation, either by on the spot Inspection or by having the products retumsd to Seller, shall constltuts a waiver by Buyer of all elalms with respect thereto* Any advice or assistance furnished by Seller In respeot of installation or use of the products are purely gratuitous and without consideration, and Seller sboll pave no liability by reaeon thereof* Seller ohall not be liable for any breach of thle Agreement In any amount In exceae of the agreement price for the products with respect to which sueh breach occurs and Seller shall not be liable In any event for speolol or consequential d&sagtsi and Buyer -a- cfToct o$ the tiso of shipment by Seller and will be oubjeot to tho terxs act forth in Exhibit A and the following terms and condition** {*). pricac shall bo p,o,3, plant of xsnufaoturo# la tho event that Sailor propays tho froight cn any ohipccnt# Buyer olll relaburse Sailer tho full asount thoroof* Title . and poooosoion shall pace to Buyer on delivery of product" to tho oarrior consigned to Buyer or Buyer;o customer* (b) In tho event of a price increase., the Buyer nay, within thirty (30) days after receipt of r.ctico thereof# request price protection on specific outstanding contrcotfl end outstanding contraot proposeIs* Shipments with protected prices oust be Bade within sixty (60)- days of effective date of price increase* * # (e) Orders and shipping instructions will be given by Buyer reasonably in advance of desired delivory dates and# subject to the other provisions herein staged# feller*will make shipments as nearly ao possible in accordance with ouch ohipping Instructions ao shipping facilities and Seller's scheduling and facilities of manufacture permit, Seller9s failure to neet shipping instructions will not be deemed a breach of this Agreement# (d) Sellar, warrants that all Xaylo lisa,t Insulating Products sold to Buyer pursuant to this A,:roement will neet Seller's performance specifications in of:set at the time of sale* Seller will furnish Buyer a copy ec said performance specifications currently in effect and of each revision thereof* (e) Buyer shall# within ninety (90) days after shipment of any products oovered by this Agreement* give written notion to Seller of any claim for errors* shortages# imperfections# deficiencies or any failure of the products to conform with the terse of this Agreement* Buyer's failure to give such notice within such time or Buyer's failure to give Seller an opportunity to make an adequate investigation# either by on the spot inspection or by having the products returned to Seller# shall constitute a waiver by Buyer of all olaims with respect thereto* Any advice or assistance furnished by Seller in reopeot of installation or use of the produeea are purely gratuitous and without consideration# and Seller shall pave no liability by reason thereof* Seller shall not be liable for any breach of thle Agreement in any amount in excess of the agreement price for the produoto with respect to which such breach occurs and Seller shall not be liable in any evont for apeolal or consequential damages) and Buyer 2 efToct Qt the tiso of shipment by Seller and will be oubjaot to bho terms 3b fortft In Bxhibit a snd the following terms end conditional ' (a). Pricoo shall bo P.O.B* plant of manufacture. In the event that Sailor propays tho freight cn any ahipcsnt# Buyor tfill reimburse Sailor tho full amount thoroof# Title . and poooosoion ohall pass to Buyer on delivery of produotn to tho o&rrlor consigned to Buyer or Buyor; a customer. (b) In tho event of a price increase, tho Buyor any# within thirty (30) days after receipt of r.atioo thereof# request price protection on speoifie outstanding contreoto and outstanding contract proposals Shipments with protootod pricoo oust be made within sixty (60)- days of effective date of price increase, (e) Orders and shipping instructions will be given by Buyer reasonably in advance of desired delivery dates and# subject to the other provisions herein sta;ed# Seller*will ssicc shipments as nearly as possible in accordance with ouch ohlpping instructions as shipping facilities and Seller's scheduling and facilities of manufacture permit* Seller1 o failure to Beet shipping instructions will not be deeaed a breach of this Agreement* (d) Seller, warrants that all Kaylo iiaafc Insulating Produota sold to Buyer pursuant to this A,:roement will meet Seller's performance specifications in ef:sct at the tlse of sale* Seller will furnish Buyer a copy of said performance specifications currently in effect and of eaoh revision thereof* (e) Buyer shall# within ninety (90) days after shipment of any produce* covered by this Agreement, give written notice to Seller of any claim for errors, shortages# imperfections# deficiencies or any failure of the products to conform with the terse of this Agreement* Buyer1 e failure to give such notice within sueh time or Buyer1 s failure to give Seller an opportunity to make an adequate inveatlgacion# either by on the spot inspection or by having the products returned to Seller# ahsll constitute a waiver by Buyer of all claims with respect thereto* Any advice or assistance furnished by Seller in respect of installation or use of the products are purely gratuitous and without consideration# and Seller obeli nave no liability by reaeon thereof* Seller ohall not be liable for any breach of this Agreement in any amount in excess of the agreement price for the produots with respect to vhloh sueh breach occurs and Seller shall not be liable in any event for speolal or consequential damagesi end Buyer 2 efTooC at the tlso of ohiproent by Seller and will be cubjcot 90 Cha Verso set forth In Bxhibit A and the following terms end conditional * (a). Prioott shall bo P.O.B. plant of sanuf&oturo* In the event that Seller prepays tho froight cn any 0hipcsat, Buyor will roiaburoe Seller the full amount thoroof* Titio . end pocooaoion shall pass to Buyer on delivery of product?* to the o&rrlor consigned to Buyor or Buyor;a customer* (b) In the event of 0 price Increase, the Buyer nay, within thirty (30) days after receipt of notice thereof, request pride protection on speolflo outstanding controoto and outstanding controot proposals* Shipments with protected prices nust be made within sixty (60)- days of effeotlvo date of prise increase. (0) Orders and shipping instructions will be given by Buyer reasonably in advance of deaired delivory dates and, subject to the other provisions herein staged. Seller*will maJco shipments as nearly as possible in accordance with ouoh shipping instructions as shipping facilities and Seller1s scheduling and facllltlea of manufacture permit* Seller's failure to meet shipping instructions will not be deemed a breach of this Agreement. (d) Sellar, warrants that all Kaylo "cat Insulating products sold to Buyer pursuant to this A,:rcement will meet Seller'a performance opacifications in ef:ect st the time of sale* Seller will furnish Buyer a copy 0*' said performance specifications currently in effect and of each revision thereof* (e) Buyer shall, within ninety (90) days after shipment ef any products covered by this Agreement, give written notloe to Seller of any claim for errors, shortages, imperfections, deficiencies or any failure of the products to conform with the terms of this Agreement* Buyer's failure to give such notice within such time or Buyer's failure to give Seller an opportunity to make an adequate investigation, either by on the spot inspection or by having the products returned to Seller, shall constitute a waiver by Buyer of all claims with respect thereto. Any advice or assistance furnished by Seller in reopect of installation or use of the produets are surely gratuitous and without consideration, and Ssllsr shall have no liability by reason thereof* Seller shall not be liable for any broach of this Agreement in any amount in excess of the agreement price for the products with respect to vhloh such breach occurs ond Seller shall not be liable in any event for speolal or consequential damage*! and Buyer 2 cfToot at the tics of shipment by Seller and will be subject to tho versa act forth in Bxhibit A and the following terms and conditions* ' (ft). pricos chall bo plant of manufacture* la tho event that Seller prepays tha freight on any shipcoat, Buyor vlll reimburse Seller the full amount thoroof, Title . and poooosoion chall pace to Buyer on delivery of produotn to the carrier consigned to Buyer or Buyer:o customer* (b) In tho event of a prlco increase, tho Buyer nay, within thirty (30) days after receipt ef notice thereof, request price protection on speolflo outstanding contrcota and outstanding contract proposals* Shipments with protected priceo suit be node within sixty (60)- days of effeetlve date of price increase* * (o) Orders and shipping instructions will be given by Buyer reasonably In advance of desired delivery dates and, oubject to the other provisions herein staged. Seller*will make ahipaents as nearly ao possible In accordance with ouch shipping instructions sa shipping facilities and Sellar's scheduling and facilities of manufacture permit* Seller's failure to meet shipping instructions will not be deemed a breach ef this Agreement* (d) Seller, warrants that sll X&ylo I'cst Insulating products sold to Buyer pursuant to this A*:?oe&eat will meet Sellerrs performance specifications in efiect at the time ef sale* Seller will furnish Buyer a copy o* said performance specifications currently in effect and ef each reviaion thereof* (e) Buyer shall, within ninety (90) days after shipment of any products covered by thla Agreement, give written notloe to seller ef any claim for errors, shortages, imperfections, deficiencies or any failure of the products to conform with the terms of this Agreement, Buyer's failure to give such notice within such time or Buyer's failure to sire Seller an opportunity to moke an adequate Investigation, either by on the spot Inspection or by having the products returned to Seller, shall constitute waiver by Buyer of sll olalms with respect thereto* Any advice or assistance furnished by Seller in rtspeot of installation or use of the products are surely gratuitous and without consideration, and Seller shall nave no liability by reason thereof* Seller ohall not be liable for any breaeh of this Agreement la any amount in excess of the agreement price for the products with respect to which such breach occurs and Seller shall not be liable in any event for speolal or consequential damages; and Buyer 2