Document mmbQG3MnrnxQK0RVNVDGVrGdJ

T. C. WALKER TPi y w i TRACT Attached for filing In the vault Is original fully executed contract number I.C. 10776 dated December 261 lr"j b*ti--een Dow Chemical, U.S.A. and Firestone covering Firestone's vinyl chloride monomer purchases for delivery to the Pottstown, R.A and Porryvillc, KD plants for the period January 1, 1076 through December 33 1930. Also attached is Hr. V>an R. Webb's February 71 1974 cover letter to Kr. R. H. Echcke. Wepsic Droy Walker Leonard Attachment Pc: Mr. J..J. McCoskey 8/1'80 T* 0. WALKICR \ OCC 017157 DOW CHEMICAL U.S.A. 1804 ILLUMINATING BLOG. 65 PUBLIC SQUARE CLEVELAND, OHIO 44113 216 861-5S25 Mr, R. H. Schake Purchasing Department The Firestone Tire & Rubber Co. 1200 Firestone Parkway Akron, Ohio 44317 Dear Bob: Attached you will find the executed contract #IC-10776 covering vinyl chloride.monomer for the period commencing January 1, 1976 and extending through December 31, 1980, I have had the addition on Page 2 properly initialed by Jim Williams and have attached the specifications in Exhibit A as required by the agreement. It has been almost a year since we began talking about this contract extension and I trust that you are as happy about bringing it to a successful conclusion as I am. We are certainly looking forward to being of continued service to Firestone Very^trtrty yours, `Dean R. Webb Corporate Account Manager Enc. bh CC: Mr. W. P. Bray - Firestone Mr, S. T. Wepsic - Firestone ft 1974 R` H- SCHAKE AN Operating unit op the dow chemical company cc 017158 r CONTRACT NUMBER I.C. 10776 AGREEMENT made this 26th day of . December , 1973, between Dow Chemical U.S.A., an operating unit of The Dow Chemical Company, a Delaware corporation, with executive offices in Midland, Michigan, herein called "Dow" and The Firestone Tire & Rubber * Company, an Ohio corporation with offices in Akron, Ohio, herein called Firestone. WITNESSETH: WHEREAS, Dow a manufacturer of vinyl chloride monomer complying with the specifications set forth in Exhibit A attached hereto, hereinafter called "VCM", wishes to sell the same to Firestone upon the terms and conditions hereinafter set forth; and WHEREAS, Firestone desires to purchase the same from Dow upon the terms and conditions hereinafter set forth. NOW, THEREFORE, it is agreed between the parties as follows: 1. The term of this Agreement shall be the period commencing January 1, 1976 and ending December 31, 1980. 2. Firestone agrees to purchase from Dow and Dow agrees to sell to Firestone during the term of this Agreement the following quantity of VCM: OCC 017159 CONTRACT NUMBER I.C. 10776 Firestone's minimum obligation shall be its requirements for consumption at Firestone's plants at Pottstown, Pennsylvania and Perryville, Maryland up to two hundred forty million pounds per calendar year. * Dow's maximum obligation shall be Firestone's said consumption requirements up to two hundred g0****, fifty million pounds per calendar year, but not to exceed twenty-one million pounds in any month. 3. Dow shall provide the VCM F.O.E. Plaquemine, Louisiana or Freeport, Texas at Dow's option in tank cars furnished by Dow. Title and risk of loss shall pass to Firestone when accepted by the common carrier at the shipping point. 4. Invoices for all VCM delivered hereunder shall be accumulated and submitted monthly and shall be paid within ten (10) days from the date of the invoice. 5. Firestone shall place orders by the 15th day of the preceding month and shall take deliveries subject to the limitations of Article 2 above. If Firestone should fail during any month to order out such monthly Quota, it shall be deducted from contract. Dow's obligation to supply in any month shall not exceed the quantity ordered. 6. Failure of Firestone to pay any invoice for goods shipped hereunder in accordance with the terms of this contract shall constitute a breach of the whole contract permitting Dow to suspend deliveries until such breach is cured or to cancel the contract. Any such suspension or cancellation shall be in writi Dow's election to suspend deliveries shall not it from subsequently cancelling. OCC 017160 /mW'j Any such cancellation for failure to pay } may be voided by buyer curing the breach within fifteen days from the date of J.sending such notice. CONTRACT NUMBER I.C. 10776 7. In the event of war, fire, flood, strike, labor trouble, accident, riot, act of governmental authority. Acts of God, or contingencies beyond the reasonable control,of the parties, inter fering with the production, supply, transportation, or consumption practice of the party at the time respecting the goods covered by this contract, or with the supply or terms deemed by Dow to be practicable of any raw material (including energy source) used in connection therewith quantities so affected shall be eliminated from the contract without liability, but the contract shall otherwise remain unaffected. Dow may, during any period of shortage due to any of said causes, allocate its supply of such raw materials or goods among its various uses therefor (e.g. manufacturing and sales) in such manner as Dow considers practicable. 8. Dow warrants that the goods supplied hereunder shall conform to the description stated herein? that it will convey good title thereto? that such goods shall be delivered free from any lawful security interest or lien or encumbrance unknown to Firestone? and that such goods shall be of merchantable quality. THERE IS NO WARRANTY THAT GOODS SUPPLIED HEREUNDER SHALL BE FIT FOR ANY PARTICULAR PURPOSE NOR IS THERE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT SUCH AS IS EXPRESSLY PROVIDED HEREUNDER. 9. Dow shall not be liable for any incidental or consequential damages. Dow's liability and Firestone's exclusive remedy for any cause of action arising out of this contract is expressly limited at Firestone's option to replacement of nonconforming goods at the F.O.B. point stated hereunder or payment not to exceed the purchase price of the goods for which damages are claimed. OCC 017161 3