Document rp7gMOerL8J24LDXY2wR6j3JV

THE DISCOVERY COMPANY Mr. Dan Miller Kentile Floors, Inc. 58 Second Avenue Brooklyn, New York 11215 Dear Mr. Mi 1ler: ! To confirm our various discussions, we shall sell to you, and you shall purchase "Calidria" asbestos SG--104 under the Terms and Conditions contained in Exhibit A attached hereto and under the following provisions: 1. Delivery of a minimum of 1350 tons of SG-10^# shall be made to you during the term of this agreement according to the schedule in Exhibit B attached hereto. 2. The term of this agreement shall commence on October 1, 1975 and shall terminate on December 31, 1976 and shall be renewable annually thereafter by mutual agreement. 3. We reserve the right to increase prices by giving you 30 days written notice thereof and said increase shall be effective as to shipments made on and after the date specified in the written notice. If you can, within 15 days after said notice, furnish evidence that you can purchase from another responsible supplier asbestos of the same quality, under similar conditions and at a lower delivered price, and if we do not agree within 15 days to meet said lower price, you will have the right to terminate this agreement within 10 days thereafter. i*. This offer may be terminated within 15 days after the date hereof if we have not received the signed copies of this letter indicating your agreement and acceptance. BY: TITLE: DATE: Agreed to and Accepted: KENTILE FLOORS, INC. , Director of Purchases September 12, 1975 BY: TITLE: DATE: Approved: UNION CARBIDE CORPORATION / J Division Vice-President September 19, 1975 UCC 004547 EXHIBIT A TERMS CONDITIONS The purchase price for material sold hereunder shall be Union Carbide's standard list price in effect at the time of shipment. 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 material delivered hereunder, except where the law other wise provides. Terms of payment are net cash }0 days from date of invoice. In the event Buyer fails to fulfill Seller's terms of payment for the material or in case Seller shall have any doubt at any time as to Buyer's financial responsibility Seller may decline to make further deliveries of material except upon receipt of cash or satisfactory security. Delivery shall be made f.o.b. Seller's plant or warehouse and title and risk of loss of material so delivered shall thereupon pass to Buyer. It is expressly understood that any technical advice furnished by Seller with reference to the use of material is given gratis and Seller assumes no obligation of liability for the advice given or results obtained, all such advice being given and accepted at Buyer's risk. Buyer shall protect and indemnify Seller from and against claims, damages, judgments, expenses and loss arising from infringement or alleged infringe ment of any patent of the United States or any trade mark, directly or in directly, arising out of or resulting from Seller's compliance with drawings, specifications or Instructions furnished by Buyer to Seller, and Buyer shall defend or settle at its own expense any suit or proceeding brought against Seller for such infringement, provided that Buyer is notified promptly in writing of the commencement of such suit or proceeding and is given authority, information and assistance by Seller for the defense or settlement thereof. Seller warrants that at the time of delivery the material will be of the Seller's standard specifications for the typeeand grade of the material de scribed herein. THERE ARE NO EXPRESS WARRANTIES BY SELLER OTHER THAN THOSE SPECIFIED IN THIS PARAGRAPH 6. NO WARRANTIES BY SELLER OTHER THAN A WARRANTY OF TITLE AS PROVIDED BY THE UNIFORM COMMERCIAL CODE SHALL BE IMPLIED OR OTHER WISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO A WARRANTY OF MERCHANTABILITY AND A WARRANTY OF FITNESS FOR A PARTICULAR PUR POSE. Buyer's receipt of material delivered hereunder shall be an unqualified acceptance of, and a waiver by Buyer of any and all claims (including, but not limited to, claims arising under the express warranties specified In Paragraph 6) with respect to suchrmaterial unless Buyer gives Seller written notice of claimswithin thirty (30) days after such receipt. No claim against Seiler of any kind, whether as to the material delivered or for nondelivery, and whether or not based on negligence or warranty, shail be greater in amount than the purchase price of the material with respect to which such claim is made. In no event shall Seller be liable to Buyer for any special, indirect or consequential damages, whether or not caused by or resulting from the negli UCC 004548 gence of, or breach of warranty by. Seller hereunder. Buyer assumes all risks and liability for use of the material; has full knowledge of all hazards to persons and property involved in handling and using the material; and warrants that employees, independent contractors, and others who handle and use the material for Buyer have been advised of all hazards to persons and property involved in handling and using the material. Buyer hereby assumes and agrees to hold Seller harmless from all liability resulting from the use of the material, whether or not such Is in combination with other articles or substances or us used in any manu facturing process. The validity, interpretation and performance of the terms hereof with respect to any material delivered {or to be delivered) hereunder shall be governed by the law of the State in which such material is manufactured. No modification or waiver of the terms hereof shall be binding upon Seller unless approved in writing by a duly authorized representative of Seller, or Shall be effected by the acknowledgement or acceptance of purchase orderforms containing other or different terms whether or not signed by an authorfzed representative of Seller. Neither party shall be liable for its failure to perform hereunder due to any occurrence beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental law, ordinances, rules and cegulations, whether valid or invalid (including, but not limited to priorities, requisitions, allocations and price adjustment restrictions), inability to obtain material, electrical power, equipment or transportation, or 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 de liverable during such period, whereupon the total quantity deliverable here under shall be reduced by the quantity so omitted. If, due to any such occur rence, Seller is unable to supply the total demands for any materials hereunder, Seller shall have the right to allocate its available supply among its customers and its departments and divisions in such a manner as Seller shall deem fair and equitable'. In no event shall Seller be obligated to purchase material from Others in order to enable It to supply material to Buyer hereunder. UCC 004549 , V-V * EXHIBIT B SUPPLY SCHEDULE FOR KENTILE Period October 1975 through December 197^ Approx. Tons per Month 90 Total Tons 1350 UCC 004550