Document rpv7GOXY0Qmjkq1Bvr2xr4LVr

T-:'/ Sale* Agreenent Owens-Illinois alas* Company, hereinafter referred to as "Seller*# sod Owens-Coming Fiberglaa Corporation, hereinafter referred to as "Buyer*# have this day agreed as followst 1. During the term of this Agreement# Buyer will purchase froa Seller and Seller will sell to Buyer# subject to the provisions of this Agreewent# the following amounts of Kaylo Heat Insulating Productst $ 750,000 during the period April 1# 1953 to Deoeeber 31* 1953# and $1 #000,000 during eaoh calendar year subsequent to 1953i provided# however# that in the event that at any time or times the prices for Kaylo Heat Insulating products shall be increased or decreased In accordance with the provisions of paragraph A hereof# the amounts hereinabove specified will be inoreased or decreased in the same proportion as such prices shall have been increased or decreased, prorated for the portion of the current period unexplred at the date of such price change. On or before the first day of each calendar quarter# Buyer will notify teller in writing of the total amount of Kaylo Heat Insulating Products whloh it Intends to ourohase froa Seller during such quarter. 8. As used in this Agreement the tera "Kaylo Beat Insulating Products" means only those heat insulating products listed in Exhibit A# attached hereto and made a part hereof. 3 The prices for Kaylo Heat Insulating Products set forth in Exhibit A will remain in effect until Ootober 1, 1953# and thereafter until Increased or decreased in accordance with the provisions of paragraph * hereof. S. Seller may increase or decrease the prices to Buyer for Kaylo Beat Insulating Products on Ootober 1# 1953# and on the first day of any subsequent calendar quarter# by giving notice in writing to Buyer of such inoreaae or decrease at least fifteen (15) days prior thereto. Buyer may# by giving notloe in writing to Seller at any time within thirty (30) days after reoelpt of notice from Seller of a price Increase terminate this Agreement six (6) months after the effective date of suoh price inoreaae. 5. All orders for Kaylo Heat Insulating Products plaoed by Buyer and accepted by Seller will bo at the prices in sfTaet tt the tin of shipment by Seller and will bo subject to the tors* set forth in Exhibit A and tho following terns tod ondltlonss (a), prices shall bo P.O.B. plant of nanufaoture. Ia tho tvont that Seller propays tho freight on any shipment, Buyer will reimburse Sollor tho full amount thereof. fitIt and posstsslon shall pass to Buyor on dollvory of product to tho oarrlor oonslgnod to Buyor or Buyor*s customer. (b) In tho event of a prloo increase, tho Buyor may, within thirty (30) days aftor rooolpt of notlco thereof, request prloo protootlon on spoolflo outstanding oontraets and outstanding contract proposals. Shipments with protected prices nust bo Bade within sixty (60) days of effective date of price Increase. (o) Orders and shipping Instructions will be given by Buyer reasonably In advance of desired delivery dates and, subject to tho other provisions herein stated. Seller will sake shipments as nearly as possible In accordance with such shipping Instructions as shipping facilities and Seller*! scheduling and facilities of aanufaoture permit. Seller*s failure to Beet shipping Instructions will not be deened a breach of this Agreement. (d) Seller warrants that all Kaylo Heat Insulating Products sold to Buyer pursuant to this Agreement will Beet Seller's performance specifications in effect at the time of sale. Seller will furnish Buyor a copy of said performance specifications currently In effect and of each revision thereof. (o) Buyor shall, within ninety (90) days aftor shipment of any products covered by this Agreement, give written notlco to Seller of any olala for errors, shortages. Imperfections, deficiencies or any failure of tho products to conform with the tons of this Agreement. Buyer's failure to give suoh notloe within suoh tlae 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 olalns pith respect thereto. Any advice or assistance furnished by feller In respect of Installation or use of the products are purely gratuitous and without consideration, and Seller shall nave no liability by reason thereof. Seller shall not be liable for any breach of this Agreeaent In any aaount In excess of the agreeaent price for the produots with respect to which such breach occurs and Seller shall not be liable In any event for special or consequential damages} and Buyer 2 hall inolude this same limitation upon the amount of Sailor1* liabilities In oontracta affecting all resales by Buyer to third persona and Buyer shall Indemnify and save Sailer harmless from any liabilities arising from Buyer's failure so to contract In making resales. (f) All claims made by Buyer against Seller in accord ance with subparagraph (e) hereof shall be subject to approval by Seller. In the event that Buyer disagrees with Seller's disposition of any such claim. Buyer may by giving notice la writing to Seller within thirty (30) days after reoelpt of notice of Seller's disposition of such claim, require the same to be submitted to arbitration In Lucas county, Ohio, In accordance with the Ohio Arbitration Act, by three (3] arbitrators appointed as follows 1 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 Buyer shall be unable within thirty (30) days to agree upon the appointment of the third arbitrator, the Court of Common Pleas 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 be final and binding upon both parties. 6. IH 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, laek of transportation facilities or other cause beyond the control of Sellefr or Buyer, respectively, whether or not of the kind hereinbefore specified. Seller or Buyer shall be unable to perform, or Is delayed In the performance of, any obligation under this Agreement, such nonperformance or delay shall be exoused. 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 suoh 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 be subject to such prices and shippir^ dates as nay 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 nark "Kaylo*. In using Seller's trade name and mark. Buyer will indloato that the products sold or sidvertlsed are manufactured by Seller and 3 will give notice that Sailer* trademark la registered by dis playing with the mark as used the letter "R" enclosed within a circle. Buyer*f right to uae Seller*s trade naae and aark hall be Halted to the advertisement and sale of products aanufaotured by Seller and sold to Buyer pursuant to this Agreement and suoh right shall terminate upon the termination of this Agreement. 10. Unless sooner terminated In accordance with the provisions of paragraphs 4, 11, er 12 hereof, this Agreement shall remain In full force and effect until January 1, 1959. Except as otherwise provided In paragraph 13 hereof, the giving of any notice of termination shall not, prior to the effective date of such termination, relieve Buyer from Its obligation to purchase, or relieve Seller from Its obligation to sell, the aaount of Kaylo Heat Insulating Products set forth in paragraph 1 here of, and any termination shall be without prejudice to any ether 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 this 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 the effective date of sueh termination. 12. In the event that Seller determines to discontinue the manufacture of Kaylo Heat Insulating Products, Seller may terminate this 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 sueh termination, Kaylo Heat Insulating Products In the amounts pre scribed In paragraph 1 hereof, by giving notice of such election within thirty (30) days after notlee of sueh termination. In the event that Buyer eleots, as herein provided, to be relieved of Its obligation to purchase the amounts so prescribed. Seller shall be relieved of its obligation to sell the amounts so pre scribed* 14. The right of each party to require strict performance of the other party's obligations hereunder shall not be affected in any way by any previous waiver, forbearanoe or oourse of dealing. 15* Any olvll action against Seller arising out of this Agreement or by reason of any sale hereunder, or by reason of any federal or state statutory provision relating thereto. 4 hall be eoaswnoed within on* (1) ytar frcm tha data such causa of action arises; otharwlia tha lasa ihall be barred, notwith standing any statutory period of HaltatIona to tha contrary. 16. Thla Agreement la not aaalgnabla by Buyor axoopt with tha wrlttan oonaant of tailor* 17* Tha antlra agreement af tha partita la contained haraln. Thara la no warranty, agreement, or undoratanding, exprasa, atatutory or implied, althar la faet or In law, with rafaranoa ta or a part of thla Agraaaant, except such as la aat forth haraln. Ixeapt aa otharaise provided haraln, no ahanga or alteration of thla Agraaaant ahall ba effective unless tha sane la In writing and algnad by both partita* 18* Thla Agraaaant shall ba binding upon tha partita, thalr successors and assigns, and shall ba construed In aocordanoa with tha laws of tha State af Ohio applloabla to contracts aada and to ba parforaad In tha Stata af Ohio* ZB VZTRB88 WHEREOF, tha partlas have caused this Agraaaant ta ba axacutad as of April 1, 1953* this Xo ^ **y of March, 1953. Attest 1 By. IAttest;' By. OWEB8-CORBIBO FZB5R0LAS CORPORATZOV 5 Nominal Pip* Sisee- Inches 1/2 3/U 1 l-i/b 1-1/2 2 2-1/2 3 3-1/2 U U-l/2 5 6 7 0 9 10 11 12 EXHIBIT "l" CF SALES AGHZZHZNT OiENS-IUINOIS GLASS COMPANY KAXLO SECTIONAL IPE-IULATION Nat Billing Prices - P.O.B. Berlin. M.J. Term Nat 30 Pars Nominal Thickness of Insulation & Prices per Lineal Foot 1" 1-1/2" 2" 2-1/2" 3" 1 .11*2 .155 .175 .19b .21b .233 .256 .291 .323 .388 .b20 .L52 t .297 .317 .336 .362 .388 .bl3 .b52 .b91 .530 .566 .607 .6b6 $ *b85 .517 .550 .581 .61b .6b6 .679 7b3 .eoe .873 .937 1.00 $ .6b6 .679 .711 .7b3 .775 .806 .e73 .969 1.06 1.16 1.26 1.36 $ .775 .873 .90b .937 1.00 1.06 1.13 1.23 1.32 l.b2 1.52 1.62 .517 X .711 .775 1.10 1.19 l.b5 1.55 1.75 1.88 X .873 1.29 1.65 2.0b X *Wa l.b2 1.81 2.20 X 1.06 1.55 1.97 X X 1.13 1.65 X X X 1.19 X X X Mot# i (1) (2) (3) (b) (5) Price* listed ere for single lsyer only. Double lsyer prices sre the sub of the prices for the two single lsyer sises used. Prices include stsndsrd canvas jacket* snd 2-1/2 sluainua bends per 3 ft. section up to snd including 2-1/2" thicknesses. No allowance is nsde for oalssion of csnvss jsekets or bends. Extra chsrge for specisl csnvss jsekets. Extra charge for any csnvss jsekets on covering over 2-1/2" thickness. (1) Non.`jaal Pipe 3i sea- inches 10 U 12 11* 15 16 17 16 19 20 21 22 23 2k 26 27 28 30 32 33 31s 36 EXHIBIT "1" OF SAIZS AEE>NT ORDE-ILLINOIS XASS CCMPAMT KAZLO BEVELED UQ PIPS INSULATION Net Billing Prices - F.O.B. Berlin, S.J. Terns Net 30 Days Nominal Thidefiesa cr insulation 4 Prices per Lineal Foot 1-1/2" $1.02 2" H.L8 2-1/2" $1.88 r $2.25 1.08 1.1k 1.29 1.57 1.66 1.85 1.97 2.10 2.35 2.1*1 2.53 2.81* 1.39 1.9k 2.1*7 3.00 1.1*5 2.01* 2.59 3.H* 1.5k 1.60 1.70 1.76 2.13 2.22 2.35 2.1*7 2.72 2.81* 2.97 3.09 3.30 3.1*5 3.58 3.70 1.85 2.56 3.20 3.86 1.91 2.66 3.33 1*.01 1.97 2.0k 2.19 2.72 2.78 3.00 3.1*5 3.55 3*82 U. 17 1*02 L.63 2.25 3.11 3.95 U. 75 2.32 3.17 L.10 L.91 2.L7 3.39 I*. 29 5.18 2.66 3.6U U. 57 5.61 2.72 2.81 3.73 3.86 U.69 u.e2 5.67 5.86 2.97 U.01* 5.06 6.11* Notes (1) (2) (3) Prices Hated ere for eingle layer only* Double layer prices are the sua of the prices for the too single layer sites used. Extra charge for any canvas or bands. (2) EXHIBIT "A" op sales agreement OfEJB-ILLINOIS QLASS COKPAMT KAXLO HEAT HBULATHD BLOCK Hat Billini Prieea - P.O.B. Btrlin. N.J. Taraa Mat 30 Daya ThicJcnaaaInches PtIcm par Squart Poet 1 *.173 l-l/u .219 1-1/2 .260 1-3A .305 2 .3i*6 2-lA .392 2-1/2 U33 2-3A .1*78 3 .519 (3) vmjAVf OF SA12S AOBEEMENT OWpiS-ZUINCIS GLASS COPAHI kailo heat insulation extra chares Additions to Net Billing Prioey Standard Canvae forSectionalCovering Over 2-1/2" Thickness % Addition to Billing Price U.5S 6 os. Canvas for All Sizes end Thicknesses 9.0 6 os. Canvas for All Sizes and Thicknesses Leainated Preduota 13.5 7.5 LCL Orders Special Shapes, Sizes andThicknesses Weathercoatinf #2.00 each Quotation Quotation (U) Heaorandua of Agrcoaent Ovnu-nUmli 01aes Ocapany, hereinafter referred to u 'Seller*, aad Ovanj^orning Plbergiaa Corporation, hereinafter rcrorrod to an "Burn1*, have thia day agreed aa followai 1. Daring the tara of this Agreeaent, Buyer mil purchase froa Sailor and Sailer mil tall to Buyer, la aoeordaaoa mth the terac and previsions of paragraphs 5 and 9 and Exhibit A of the Sal*a Igrreaeot thia day exeouted by the partita, a oopy of mioh is attached herato aa Ixhlblt Z and made a part hereof, ana subject to the provleioae of thia Agreeaent, tha following aaounta of Kaylo Boat Insulating Productsi 1,500,000 during tha parted April 1, 1993 to Daccaher 31, 1993, asd 18,500,000 during oaah calendar year subsequent to 19931 provided, however, that in the event that at any tint or tiaaa tha pricaa for Kaylo Beat Znaulating Producta ahall bo inoraaaed or daoraaaad in aooordanca mth the proriaicne of paragraph 6 hereof, tha aaounta hereinabove apaoified will be inereaaad or dacreaaed in tha mu proportion aa suoh pricaa ahall have bean inereaaad or dacreaaed, prorated for tha portion of tha currant period tmexplred at tha data of auoh price chance. On or before tha flrat day of each calendar quarter. Buyer mil notify Sellar la writing of the total aaouat of Kaylo Heat Znaulating Produate which it intanda to purohaae froa Seller during eueh quarter. 8. tha aaounta of Kaylo Boat Znaulating Product! apacified in paragraph 1 hereof arc in addition to tho aaounta specified in para graph l of tho Salas Agreeaeht of which Exhibit Z la a aopy. 3. Sellar reserves tha right to sell Kaylo Boat Znaulating Products to other purchasers! and tha aaowt of Kaylo Boat Znaulating Products sold by Sellar to auoh other purchasers during any oalendar year may, at option of Sailor, bo credited, in whole or la part, agalnat Sailor's obligation to sell during that period tho aaeunt apaoified in paragraph 1 hereof. 5. Aa need in thia Agraeaent tha tara BKaylo Beat Znaulating Produota* naans only those heat inaulatlng produate Hated in Exhibit A of Exhibit Z hereto. 3* Cm prices for Kaylo Hast Insulating Products Mt forth in Exhibit k of Exhibit Z will remain in effect until October 1* 1953* and thereafter until increased or decreased in accordance with the provieloao of paragraph 6 hereof. 6. Bailor may lnoroaao or daoroaao tho prlooo to Buyer for Kaylo Haat Znaulating Produoto ea October 1, 1953* and on tho flrat day of any subsequent oalandar quarter* by giving notioo In writing to Buyer of such inoreaoe op decrease at least fifteen (15) days prior thereto. Buyer aay* by giving notice In writing to Seller at any tine within thirty (30) days after receipt of notice from Seller of a prloe Inoreaoe terminate this Agreeaant six (6) months after the ef fective date of euoh prloe increase. 7. If* by reason of fire* earthquake* flood* explosion* acoldent, difference with or Inability to Moure norlmen* leak of material* laok of facilities* let of Ood or of any publlo enemy* voluntary or in voluntary ooaplianoe with any valid or Invalid order* regulation* request or reeooaendatlon of any government agenoy or authority* laok of trans portation faollltloa or other oeuae beyond the control of Seller or Buyer, reepeotlvely, whether or not of the kind horolnbefore epoolfled* Seller or Buyer shall be unable to porform, or la delayed in the porfomanoe of* any obligation under thle Agreement* such nonperformance or delay shall be excused. 8. Buyer will offer Its standard form of distributorapplicator contract to all of Seller's existing dlotrlbutor-applloatoro. Where such a standard form of eontract la accepted by any such distributorapplicator* Buyer will service all orders, unfilled at the time of such oceoptanoo, plaeod with Seller by such dletrlbutor-applloetor, and will* within thirty (30) days after roeolpt of notice from Seller of shipment on any such order, remit to Seller one hundred seven and one-half per cent (107-1/&) of tho purchase price set forth In Exhibit A of Bxhlbl* Z hereto* together with the emount of freight* If any* pre paid by Seller on said shipments. 9. Unless sooner terminated in accordance with the provisions of paragraphs 6* 10* 11 or 13 hereof, this Agreement shall remain in full force end effect until January 1, 1959. Kxeept as otherwise pro vided in paragraph 12 hereof* tho giving of any notice of termination hall not, prior to the effective date of euoh termination* relievo Buyer from ita obligation to purehaM* or relieve Seller from its ob ligation to Mil* the amount of Kaylo Hast Znaulating Products act forth In paragraph 1 hereof, and any termination ahall bo without prejudice to any other remedy or remedies which either party may have against the other for say breach of thle Agreement. 2 10. Either party nay at lta option tomlnata this Agreeoent offto tiro at tho sad of any eslsndar aonth by giving notloo la witlag to ths other party at laaat ona (1) yoar prior to tno afftotlTo lata of such termination. 11. la cha oront that Sailor detomlneo to discontinue tho nanufaoturo of Kaylo Boat Insulating Products, Sailor aay tomlnata this Agreoaant sffectlve at tho and of any oalondar aonth by giving aotloo In writing to Buyer at laaat alz (6) aontha prior to tho offootivo data of auoh termination. 12. In tho ovont that Buyor ahall glvo notleo to Sailor of termination of this Agroonant pursuant to tho provisions of paragraph 6 hereof, or In tho ovont that Sailor ahall glvo notleo to Buyor of teminatlon of thia Agroonant pursuant to tho previsions of paragraph 11 hereof. Buyer, at lta option, ear alaot to bo relieved of lta obligation to purehaae, during tha six (6) aontha Imodlatoly prooadlng tho offeotlva date of aueh toralnatlon, Kaylo Boat Insulating Produota In tho aseunta proaorlbod In paragraph 1 horoof, by giving notloe of sueh olootloa within thirty (30) days after notloo of auoh toralnatlon. In tho ovont that Buyor oloota, as horoin provided, to bo relieved of lta obligation to purchase tho anounts eo proscribed. Bailor ahall bo relieved of Its obligation to toll tho aaounta so prescribed. 13. Za tho ovont that tho Salas Agroonant, copy of vhleh is attached hereto as Exhibit I, is terminated by slther party thereto, this Agroonant shall autonatloally bo terminated offoetlvo tho sans date. 14. The right of each party to require otrlot performance of tho othor party's obligations horoundsr shall not bo offoetod in any way by any previous waiver, forbeeranoe or course of dealing. 15. Any olvll action against Seller arising out of this Agreenent or by reason of any solo horoundsr, or by reason of any federal or tata statutory provision relating thereto, ahall bo ooananoed within one (1) yoar froa tho date sueh cause of action arises1 otherwise tho som shall bo barred, notwithstanding any statutory period of llaitations to tha oontrery. 16. ftli contrast la not assignable by Buyor oxaopt with tho written consent of Seller. 3 j,17# Tho eotire uriiwt of the parties Is cental aed herein, Tbar* Is m nmst acreoaoat# or udtmudiBi, upmi, statutory or 1U*4 litter la foot or is las# with roforosoo to or a part of tbls Acroesent# except such aa la sot forth horolm. Sxaept as otherwise provided herein# oo change or alteration of this Scrota#at shall bo effective saltso tho saao la la writing and signed by both partita. 16# This Acrotaoat shall bo binding upon the parties# their ucotaaora and assigns# and shall bt construed la aooordanet with tho laws of the State of Ohio applicable to contracts aadt and to bo per* foraod la the State of Ohio IV VXTXUd VKERSOP, the parties have caused this Ntsoraadua of Agreeeent to bo executed as of April 1# 1953# this Sr day of March# 1953* OW-ILLDiOU SUU COXFAXY OWXJO-CQRVIXO rZUKOLAV COUOJUTIOV