Document pBwJoR0X2qj3mND1zXkV9zo5a

C? ,.'545- y.Z-ZTl'A^L. COKSEGPQNDEHCS- *4 > fltJcsAllsf Aa<Jf~- t*T&XcX{ ) c C&&V.ZCALS D PLASTICS 7o (Name} Givhien lecah'ea J. J. Carbonaro Cap/ fa \\ 270 PARK AVENUE. NEW YORK, NEW YORK 10017 oat* July 30 1969 Ori^iitatieg Oept AA*vW*f Utfer dole si>,w Continental Oil Company Vinyl Chloride Monomer Enclosed Is the executed copy of subject agreement for placing in the Records Center for safe keeping. >0 } Sincerely yours ft ccC-Too-a-ix U-8 SELLER BUYER UNION CARBIDE CORPORATION CHEMICALS AND PLASTICS AGREEMENT, made this.........?Cth_____day of._____ ------------------------------------------------------- , between UNION CARBIDE CORPORATION, a New York corporation, having an office at No. 270 Park Avenue, New York, New York I00I7 (hereinafter called "Seller"), and ___ ot... l2a..AYC5aua,,9f,,A^TlCa.aECT...YO7^W-.Y^l!i..(i0019.)._..(herein^ter called "Buyer") J MATERIAL 1. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, during the delivery period here* inafter provided, upon the terms and conditions hereinafter stated, the following material or materials: Vinyl Cblorids Koncoer DURATION August 1, 1969 / 2. The delivery period shall commence on...... ___________________________________ .....and h.ll continue until sreSSTXSiCpc; agBSBQgOiXaS^O July 31, 1970 / SPECIFICATIONS 3` As used in this Agreement, "contract,rear"^haBjnmm^ twelve-month period ^ending on._____ a part hereof. QUANTITY. 4. Buyer'a partial requireacnta catiantod to bo bO,000,000 pounds but, except by cutual comout, sot novo tbaa $0,000,000 pounds daring tho aforesaid delivery period. PRICE In tank cars to be supplied by Buyer $.041 per pound f.o.b. Gulf Coast shipping point. If Buyer fails to purchase ho,000,000 pounds of material in the contract year. Buyer shall pay to Seller vitbln 60 days after tho contract year the sun of $.01 par pound for each pound leas tbaa ho,000,000 pcaada purchased by Buyer hereunder during tho contract year. In no event, however, shall Buyer he obligated to sake such payaeat to Seller If Seller is unable to supply during the contract year a alalnua total quantity of 40,000,000 pounds of aatarlal. ADDITIONAL TERMS AND CONDITIONS and gguratTg a and B attached hereto & Hie additional terns and conditions on the reverse side hereo/are part of this Agreement as effectively as thoughwthey preceded the-signatures of .th.e..p.ar.ties. 4s*, fi CQ3TEC2IAL OIL CCX7A37 UNION CARBIDE CORPORATION1 y"HTTrrTasc'. f>;" kgr^urcfia5Ing"` 5 ucc 032473 ADDITIONAL TERMS AND CONDITIONS -1 trice ixti&X&c fol. S^Urjro^)::incnKra9T-Tlin!,iiBirfccrti^r;ftisriJs^;iia7.X3d<rtdat>quajfai&y3tIy':{tSCdfby'BM'afe . ,r.Ovnttai;T50tice^a;Biryrmt'te3si:fiiteim':(i5>'.`da),3:priar::a'.such."ili)*.'DUy<r',.''li6wtvi#,''iiiafll' Iia/o'Ylie^ifigiVPto w 4 `tancel tLi.iindUiv^MipdUiiArotlLsj^teriMitrf'-whicJi^ud^iricreasfrTrfpnci-'ippnei'b'j^firvinffV^nttEa^ofi^ * to.Scllcr.''priooin:thriate:3Kliffla'5adi:inerez3fi;isiiXhe<tdtoCecUVo 'V\s TAXES 8. In addition to the purchase price. Buyer shall pay Seller the amount of all governmental taxes, excises and/or other charges (except taxes on or measured by net income) that Seller may be required to pay with respect to the production, sale or transportation of any material delivered hereunder, except where the law otherwise provides, TOWER ; 9i';?I'trycx:Juaiishestprtat3A~2,Ihi'lhat:Rayer'^aM:pWglia^til5'ih:hTmahufacrdreVTny3n^cohfi,aciryear J20MPE33EDEE j^any'^f^tttafO^iaidi'maMrtali^ptddUiiediwStlurfrtliefUhT^i'Sfate^^TAiie'same'qualityv^pbfrsrmilflirterms an3f* .wL'.*'i4kTs.. ------ ------------------------------------- f ..................... _ ................................ . ............................... ......Trot^neducy8 lIi6'pricd{licremidb^-td:fsuclf'Ibwe`^'price^ov'4he;afbf^Vd?quan'titY;^uy^:may:pu"rcnasc'^ch'wan"ti'ty^frorTi>{ tlit"OUiei^mVnuattU'rtff3t^re^5<>^BuyeTe^8Bmmiltinrtf-dnaei^l'Agre5TOCnVsnaIFl'redn^ed'ljy:,ljid^quarr.i tiry-sti 'purchased. SHIPMENTS 10. (a) Unless otherwise provided for herein, Buyer shall place orders for, and shipments shall be made in, approximately equal monthly quantities, or if any material is insufficient in quantity to permit monthly shipments, then in quantities approximately evenly spaced throughout each contract year. If Buyer fails to so order any quantity provided for under this Agreement, Seller shall not be obligated suhaequently to deliver such unordered quantity. (fa):>Buy:shidl3immr^nipi3rrauli'ariui^ell'iTJt4tth)t^>f/T)fe<I^iouC?i^ ^cfr-DftaraMpmmOThaltiaraffldaa^ PAYMENT 11. Payment shall be made on demand, without discount Seller reserves the right among other remedies, either to terminate this Agreement or to suspend further deliveries upon failure of Boyer to make any payment as herein provided. CLAIMS \L 12. Buyer's receipt of any material delivered hereunder shall be an unqualified acceptance of, and a waiver /r\\ Buyer of its right tojuake any claim with respect to, such material unless Buyer gives Seller notice of claim *aJcty (oO) days ^ ;withiri`firteen-(15}-days after such receipt. Buyer assumes all risks and liability for the results obtained by ^rthe use of any material delivered hereunder in manufacturing processes of Buyer or in combination with Other substances. No claim of any kind, whether or not as to material delivered or for non-delivery of material, and whether or not based on negligence, shall be greater in amount than the purchase price of the material in respect of which such claim is made. In no event shall either party be liable for special, indirect or con* sequential damages, whether or not caused by or resulting from the negligence of such party. FORCE MAJEURE 13. Neither party shall be liable for its failure to perform hereunder due to any occurrence beyond iti reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or short ages, governmental laws, ordinances, rules,and regulations, whether valid or invalid (including, but not limited to, priorities, requisitions, allocations, and price adjustment restrictions), inability to obtain material, equipment or transportation, and any other similar or different occurrence. The party whose performance is prevented by any such occurrence shall have the right to omit during the period of such occurrence all or any portion of the quantity deliverable during such period, whereupon the total quantity deliver able under this Agreement shall be reduced by the quantity so omitted. If, due to any such occurrence. Seller is unable to supply the total demands for any material specified in this Agreement, Seller shall have the right to allocate its available supply among its customers ana its departments and divisions in a fair and equitable manner. In no event shall Seller be obligated to purchase material from others in order to enable it to deliver material to Buyer hereunder. MISCELLANEOUS 14. The validity, interpretation and performance of this Agreement with respect to any material delivered or to be delivered hereunder shall be governed by the laws of the State in which such material was manufactured. This Agreement contains all of the representations and agreements between the parties hereto. Seller warrants that material delivered hereunder meets Seller's standard specification for the material or such other specifica tions a*-have been expressly made a part of this Agreement and that such material is adequately contained, packaged and labeled and conforms to the promises and affirmationa of fact made on the container and label. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE SPECIFIED HEREIN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE MATERIAL SET FORTH IN THIS AGREEMENT. NO WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY, SHALL BE IMPLIED. Thia Agreement shall be binding upon and enure to the benefit of the respective successors and aaaigna of each of the parties hereto, but any assignment thereof by either party without the prior written consent of the other party shall be void. No modification of this Agreement or waiver of the terms or conditions thereof shall he binding upon Seller unleaa approved in writing by an authorised representative, or shall bo effected by the acknowledgment or acceptance of pur chase order forms containing other or different terms or conditions whether or not signed by an authorised representative of Seller. . ,. M:<* UCC 032474 ^' EXHIBIT A VINYL CHLORIDE MONOMER Appearance Normal Acetylene, ppm Acetylenic Compounds, PCM Acidity (as HCl), ppm Aldehyde, ppm Iron (non-filterable), ppaV Non-Volatile Matter, ppm . Sulfur (as S), ppm Water, ppm \\ . Conjugated Compounds, including , \ Chloroprene and Butadiene, ppm ,\ 1, 2 Dichloroethane and Other Compounds Bolling Higher than 25C, ppm ! - 7 ` Total Organic Impurities, ppm Oxygen (in vapor space), ppm Peroxide (as EgOg), ppm \.,. Inhibitor (Phenol), ppm Clear, free of suspended matter 2 max. 10 max. 1 max. 2 max. 0.15 max. , .. $0 max. : 2 max. 100 max. It 7 max. i 10 max. 77 max. 700 max. 0.1 max. . 1 max. ; "^ ,i'v; . ',>v- ,$.-a m :-5- .'- V 3 : ' '; >..; > **.*' :; ' ucc 032475 Exhibit "IiJ' During che performance of this agreement and to the extent required by Executive Order 11246, or any contract between Continental and any government con tacting agency, che Seller agrees as follows: 1. Seller will not discriminate against any employee or applicant for employ ment because of race, creed, sex, religion, color, or national origin. Seller will take affirmative action to ensure that applicants are employed and chat employees are treated, during employment, without regard to their race, creed, sex, religion, color, or national origin. Such action shall include, but not be limited to the following*, employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Seller agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by che contracting officer setting forth the provisions of this nondiscrimination clause. 2. Seller will, in all solicitations or advertisements for employees placed by or on behalf of Seller, state that all qualified applicants will receive consideration for employment without regard to race, creed, sex, religion, color, or national origin. 3. Seller will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union r workers' representative of Seller's commitments under Section 202 of Executive Order 11246 f September 24, 1965, and shall post copies of che notice in conspicuous places avail able to employees and applicants for employment. 4. Seller will comply with all provisions of Executive Order 11246 of Septem ber 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. Seller will furnish all information and reports required by Executive Or der 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and che Secretary of Labor for purposes of in vestigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Seller's noncompliance with che nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Seller may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposedand remedies invoked as provided in Executive Order 1124* of September 24, 1965, r by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. Seller will Include che provisions of paragraphs 1 through 7 in every sub contract or purchase order unless exempted by rules, regulations, or orders of che Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of Septem ber 24, 1965, so that such provisions will be binding upon each subcontractor or ven dor. Seller will cake such action with respect to any subcontract or purchase order as che contracting agency may direct as a means of enforcing such provisions includ ing sanctions for noncompliance: Provided, however, that in the event Seller becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency. Seller .may request the United States to enter into such litigation to protect che Interests of the United States. 8. To the extent required by Executive Order 11246 and any rules or regulations or orders issued thereunder, or any contracts between Continental and any Government contracting agency. Seller agrees |to develop, sign and maintain a written Affirmative Action Compliance Program for each of its establishments and to file complete and ac curate reports, on standard Form 100, (EE 01), or such form as may be promulgated in Its place. '. v