Document vbaRq6682z52ddmRn9Lz83jR

Bircf Incorporated inolo: Frank Anthony, D. S. Burks, J. Zilfi bject: CertainTeed \ ' 1" Ftcvii W. C. Ki nsoy jv' t Dace: .May 7, 1984 Attached is a copy of the signed CT Mat Contract. DSB should prepare a response for Mike Hill and Mike Ncone as per Sob's request WCK/gl BIRD 010756 CertainTeed Corporation Shelter Materials Group P.O. Box 860 Valley Forge, PA 19482 (215) 687-5000 CertainTeed April 27, 1984 Mr. W.C. Kinsey Bird Incorporated East Walpole, MA 02032 Dear Bill: Attached is a signed copy of the Purchase Agreement for glass mat. Please have someone respond to M.A. Hill, copy to M.J. Noone and D.E. Sharpe as to your concurrence with the customer ac ceptance standard in Mike Hill's memo. cc: D.E. Sharpe VF/SMG 2A J.R. Paul VF/SMG 2A M.A. Hill Blue Bell, PA M.J. Noone Blue Bell, PA C. C. Carfrey Tacoma Plant D. T. Goggans Savannah Plant 01-90-OTS BIRD 010757 V tj A.'wA1' Jx Ifm, '>w !'i incorporated April 25, 1984 CertainTeed Corporation P. 0. Box 860 Valley Forge, PA 19482 Attention: Robert Oglesby RE: Glass Mat Purchase Gentlemen: This letter will confirm our agreement with respect to the sale of glass mat by Bird Incorporated ("Bird") to CertainTeed Corporation ("CertainTeed"). The parties agree: 1. Sale o Goods. Bird shall sell to CertainTeed fiberglass shingle mat (2.0 lb, 36"width) and built-up roof fiberglass mat (Type IV, 36" width) (collectively referred to as the "goods") in accordance with the schedule set forth in paragraph 2. Bird shall be obligated to sell CertainTeed goods having widths other than the standard 36" subject to its ability to supply same. 2. Purchase Schedule. CertainTeed shall confirm monthly orders with Bird at its Charleston, South Carolina glass mat plant by no later than the twentieth (20) day of the month preceding the month In which delivery of the goods by Bird is desired (e .rr., February 20, 1984 for the March, 1984 order). CertainTeed shall purchase and Bird shall deliver the monthly allotment of goods in accordance with the following schedule: Month Quantity (Tons) 2.0 lb. shingle mat Tvno IV BUR mat March 1984 April 1984 May 1984 June 19S4 July 1984 August 1984 September 1984 October 1984 November 1984 December 1984 January 1935 February 1985 March 1985 April 1985 280 345 415 360 320 400 320 425 300 180 335 335 335 335 15 15 15 15 15 15 15 15 15 15 15 15 15 15 CUrd Incorporated'?*( Watpnl^, M*%vu.h\tciifr 0l\*)lf{b\7) 66U-Z50Q BIRD 010758 CorrninTeed Cor )ijr.r Lon April 25, 1984 Page 2 Month 22antitv (Tons) 2.0 lb. shingio mat Typo XV BUR mat May 1985 June 1985 July 1985 August 1985 September 1985 October 1985 November 1985 December 1985 January 1986 February 1986 March 1986 April 1986 May 1986 June 1986 335 335 335 335 335 335 335 335 335 335 335 335 335 335 15 15 15 15 15 15 15 15 15 15 15 15 15 L5 Total 9,375 tons 420 cons 3. Variation from Purchase Schedule. CertainTeed shall have the right to increase or reduce the connage of such monthly order by ten (102) percent from the monthly purchase schedule amounts listed in paragraph 2. Bird shall be obligated to sell CertainTeed under this agreement no more than one hundred and ten (1L02) percent of the amount set. forth in the monthly purchase schedule for that month and, to the extent a monthly purchase exceeds the amount set forth in the schedule by up to ten (102) percent. Bird's obligation to sell such excess shall be dontingent upon its ability to supply same. 4. price, (a) The price for the goods delivered from March 1, 1984 to and including December 31, 1984 shall be as follows: 2.0 lb., 36" shingle mat - $1.45 per square Type IV, 36" BUR mac - $1.55 per square (b) Goods delivered from January I, 1985 to and including June 30, 19^1;'shalliber:subject .to a price increase not to exceed $0.0$ peepiQiitiSte, provided (a) the price increase is exclusively at tribut*it|$fc-fcp eoat&fecreases incurred, by Bird in the purchase of glass fib||#K^|t$riMaeh 1, 1984, and (b) Bird gives CertainTeed thirty (3^'f JtayS-advance notice of the increase. (c) The price for goods delivered from July L, 1935 to and including December 31, 1985 shall be as follows: 2.0 lb, 36" shingle mat - $1.50 per square Type IV, 36 BUR mat - $1.60 per square j } J i * I \ BIRD 010759 Curt ainTeed Cocpor.u:Lon April 25, L9S4 Page 3 Said prices shall be increased on a straight cost pass through basis in thefl'vent that the cost to Bird Cor glass fiber or resin or both is increased. The March, 198-i coats L:oc the:;*: raw materials is7** follows: Glass Fiber - $.44 per pound dry weight Resin - $.30 per pound dry weight (d) The price for goods delivered from January 1, 19S6 to and Including June 30, 1986 shall be the greater of existing prices for 2.0 lb, 36" shingle mac and Type IV, 36" BCR mat at year end 1985 or $1.60 for shingle mac and $1.70 for BUR mac. These prices shall be subject to the same price escalation sec forth in (4) (c) above: prices shall be increased on a straight pass through basis in the event that the cost to Bird for glass fiber or resin or both is increased. 5. Delivery. Delivery of the goods shall be made F.O.B. at Bird's Charleston, South Carolina glass mat plant. Identi fication of the goods shall occur when they are placed in the hands of the carrier. CertainTeed shfcll, at its option, select the most appropriate form of transportation (i.e;, carload or truckload). 6. Payment. CertainTeed shall pay Bird for each monthly order of goods net within thirty (30) days of Lts delivery to CertainTeed. 7. Quality Specifications. Bird warrants that the mat purchased hereunder shall be free of defects in materiaL and workmanship; that it has good title to the mat; and upon delivery to CertainTeed such mat will be free of any liens, claims or encumbrances by third parties. Bird further warrants that the Type IV BUS mat shall conform to the quality specifications set forth in Bird's "Typical Technical Data for Bird Glass Type XV BUR Mac (Froduct Code 6521)", November 1983, a copy of which is attached to and incorporated by reference in this agreement. The 2.0 lb, glass shingle.mac shall conform to the quality specifi cations set forth"ia Ca). Bird's "Typical Technical Daca for Bird Glass ShingitjglHat (Product Code 6521)", November 1983 and (b) a letter datft^fjffmtary 10, 1984 from S.E. Martin of Bird to Paul Grove of CertainTsed, copies of which are attached to and incorporated'fey> tefettence in this agreement. CertainTeed shall notify Bird of the failure of any goods to meet these quality specifications or any other failure to comply with the terras of this warranty, In writing within thirty (30) days of delivery. 8. Patent Tndemnificatlon. Bird agrees to defend and hold CertainTeed harmless from all damages, costs or expenses (including attorneys' fees) arising out of or in connection with any claim, lawsuit or cause of action by any third party that any mac, manufacture or use thereof infringes any patent or trade secret. ') \ I {\ \ iI 1 Ii ) CuriaInTeed Corpor.it ton April 25, 1984 Page 4 9. Default* Cal Bird shall be in material default of this agreement..if it fails to deliver a monthly order of goods on or before the fifteenth (15th) day of the mouth following the delivery month specified in paragraph 2 or, upon timely notification by CertainTeed, less than eighty (80.?) percent of a monthly order of goods meets the applicable quality specification and warranty sec forth in paragraph 7. (b) CertainTeed shall be in material default of this agreement if it fails to purchase or accept delivery of the requisite amount of goods sec forth in paragraphs 2 and 5 or if it does not meet its payment obligations ns set forth in paragraphs 4 and 6. (c) Either party shall have the option to terminate this agreement upon the occurrence of any material default by the other which remains uncured for more than fifteen (15) days after written notice thereof. 10. Force Haj eure. Each party shall be relieved of its obligations to make or take deliveries of glass mat under this agreement to the extent and so long as it is delayed in or unable to perform such obligations by reason of any cause beyond its reasonable control including, but not by way of limitation, acts of God, acts of governmental authority, civil commotion, embargoes, fire, flood, or other casualty, accidents, shortages of materials from usual sources of supply, strikes, or ocher labor troubles affecting production of the goods. 11. Assignment. This agreement shall not be assigned by either party without the written consent of the other. 12. Waiver of Default. Any waiver by either party of any default by ocher under the agreement shall not constitute a waiver of any subsequent or other default nor modify any other term or condition of this agreement. 13. . -Notices. /nty notices and communications contemplated in paragrapt^fMpi "this agreement shall be in writing and shall be mailed by Ceii^tj!^f,ed gc-Registered Mail, return receipt requested, to the addressplielow or to such ocher address as may be from time to time designated In writing: TO: Bird Incorporated East, Walpole, Massachusetts 02032 Attention: Senior Vice President, Operations, Roofing Products Group TO: CertainTeed Corporation P. 0. Box 860 Valley Forge, Pennsylvania 19402 Attention: President, SheLcer Materials Group I fl' I BIRD 010761 Ore.1 LnTeed Corporal inn April 25, 1964 Page 5 14. Entire Agreement:. This ngrooimuit shall constitute the entire understanding between the parties with respect to the subjecc matter hereof and any prior agreements or understandings with respect to such subject matter shall terminate and be replaced by this agreement a3 of the date of this agreement. If there is a conflict between the terms of this agreement and the terms of purchase orders, invoices, or other agreements, the terms of this agreement shall control. Very truly yours, Accepted: CertainTeed Corporation Donald R. Suva President of Roofing Products Group By: Dace: bib BIRD 010762 Inccrf.reu'.tc-d Typical Technical Data for Bird Glass kJy ii. Jii Vv FX3s?LE.Sid?i C* i1.(C.- a Product Cede 6521 Test Units Typical Value Minimum V.tlue Roll Average Basis Weight lbs/100 ft1 2.0 1.85 Tensile MD lbs/3" width CD 90 90 85 85 iimendorf Tear MD CD grams '450 450 350 350 Loss on Ignition % 22 25(max) Binder - Modified urea formaldehyde for storage stability and durability Test M ettiod Bird Incorporated 9/21/82 ARMA 4-82 (modified) ARMA 5-82 ARMA 9-82 -> Standard Width 36" Other widths are available on special order Standard Length 6000'-6500* ^ Core Size (Inside Diameter) 6" Roll Diameter 56" approx. Splices: No more than 5% of the roils will contain an area requiring a splice. This will be designated by a red tag. No.roll will contain more than one red tag. Contamination: The rolls will be free of grease, oil. dirt and ocher contamination. Holes will be minimal and if any are present, they will be welt flagged. Tackaging; Double rolls will be stretch wrapped In plastic with a corrugated circle incorpo- ' rated at the bottom for protection in shipping and moving around the warehouse. Each roll hasacicket with appropriate information such as date made, basis roil number, width, linear feet, number of squares, winder* I^^SrlQitiaf^and any remarks. The roll tickets will be taped to the sides of the :^j|fM^aer'^.e5i!retch wrap. Thesie rest vafues represent typical values obtained during manufacturing. The purchaser wifl have to determine how this material runs on his own equipment. ) ii i BIRD 010763 i '{ lncor]:cr.ued Typical Technical Data for Bird Glass Shingle Mat Product Code 6520 Test Units Typical Value Minimum Value 7oli Average Basis Weight ILs'l 00 ft* 2.0 1.85 Tensile MD lbs/3" width 100 CD 65 75 50 '.imendorf Tear MD CD grams 450 500 350 400 .oss on Ignition % 22 25(max) Under - Modified urea formaldehyde for storage stability and durability Test Method Bird incorporated 9/21/82 ARMA 4-S2 (modified) ARMA 5-82 ARMA 9-82 ;tandard Widths 33Y7 367 39HT 437 537 607 72" pc her widths are available on special order tandard Length y lore Size (Inside Diameter) 6600' approx. 6" oil Diamecer pllces: 56" approx. No more than 5% of the roils,will contain an area requiring a splice. This will be designated by a red tag. No roll will contain mere than one red tag. \ ontaniinatton: The rolls will be free of grease, oil, dirt and other contamination. Holes will be minimal and if any are present, they will be well flagged. ..ckAsing: : /S 3 Double rolls will be stretch wrapped in plastic with a corrugated circle incorpo rated at the bottom for protection in shipping and moving around the warehouse. Each rpU has a ticket with appropriate information such as date made, basis wei^h^foli weight, roll number, width, linear feet, number of squares, winclerma%jif|nitia.l^ahi| any remarks. The roll tickets will be taped to the sides of Che rofts dih'cfer^the stretch wrap. These test vafues represent typical values obtained during manufacturing. The purchaser will have to determine how this material runs-on his own equipment. .) BIRD 010764 January 10, 192 UEPt.Y TO: UOX 72, SHREVEPORT. U. Tur.i TEL; ats-a^i O.V,l Hr. Paul Crove CertainTccd Corporation Post Office Box 80 Valley Forge, Pa. l?13a ^eEr Paul, Bird, Ir.c. agrees to include, as a part of the 2.0 lb. fiberrius shingle sat specifications, the MIT fold st: TEST TYPICAL VALUE MIiriKUM VALUE TEST ME/Tn'TD MIT FOLD J CD 5T 51 50 ASTM Procedure 50 The Charleston plant does not run MIT fold as a routine quality control test. The test should he considered a reference test. Should any prcblesui arise relative to suit fold characteristics, the test vould be conducted as a referee test by your laboratory and our laboratory and the natter resolved frea the test results in relation to the 50 nir.inura value. Additionally, the ''Minir.ua Value", as shown on the Bird Technical Data Sheet for product code 6520, may be considered as a rejectiotvspecification. Regards, Sincerely s',L rtm Sales Manager L Granules cc: Dr. Michael J Koone Blue Bell, Pa. Ij>li22 Kr. Bob Oglesby Valley Forge, Pa. 15!f52 CORPORATE MEADOUARTER&P-'M WAI.PUI r. MA* BRANCH OFFICES AND PLANTS:MAK IINCZ. C\ S\\ MAI) u. I A * A II..MIM* ION. CA LlHOliO. || . |l MM HAV\ Mr . sllrVII'OII l\ |.A . NOIIWOOP. MA PI I< III AMIIllV. NI t II ASK I IV Oil Pt i I 'M> Mil ... .... BIRD Apiil 13, L" ___a......... .'.siisLy FIBER GLASS, am r Re: Bird ContcSct Proposal Shingle Mat cc: J. Klein -- 0116/00 M, C. Nosne - 0116/00 .............j. _ a. Hill_____ / '* '".ill Cllc/IIA _;v;a: nr: '-ai- 0126/00 Bob, the Quality specifications in the Bird purchase agreement proposal dated 4/4/84 need be amended as follows: _ ^ Page 3, Paragraph 8. Default - Change "..lens than eighty (3Q%) percent of a monthly order..." to "...less than ninety-five (95%) percent of a monthly order--" --" Typical Technical Data for Bird Glass Shingle Mat: Roll Average Basis Weight - Typical value should be changed from 2.0 to 2*00^ Method of test should be the industry standard,, i.e., A?21A S-82. ylv; 12" x 12" Basis Weight - Mot included in tine 4/4/S4 Draft, nominal should' be 0.020 ibs/sn ft. and limits should be 10%. Method of cost snould be ARMA 1-62. Tensile - Mo changes necessary. Eimendorf Tear - We are desirous of an MD minimum change from the draft stated 350 up to 40 ). Based upon aviilabl : data, I don't know that Bird can comply to fciv> level (reference above note on L'e f m l f) . If they cannot, eke 350 minimum will be "temporarily acceptable," but wo should advise Bird that this requirement is in need of improvement. Method of test is correct ARKA 5-82, but Bird should specifically note all tear testing is to be performed on single ply specimens. Some labs test 2 mat thicknesses at once on a 1600g pendulum; while this may be acceptable in testing other membranes, we have found - this; "jtoubling up" unacceptable for fiber glass mats in ^^artificially changes (increases) results relative ;'C( t 'Jt.iza eiiutfCk. ply tests. - Draft values are acceptable. Fl^'|aghSet cited in the draft, as tested by ARMA 14-82, . we request nominal of 8'and minimum of 7. Width - Tolerance on all widths is to be nominal 4^ 1/8", with method of test being a steel tape measure. Standard Length - Tolerance should be nominal (ticketed value) + 25 feet as measured by a lino counter. Splices - Draft stated requirement snould have the following addendum: llo area requiring a spLico may fee closer than 1000 feet from the beginning or end of the roil. Contamination - The draft stated requirements for contamination should be replaced by our standard "Visual Defect Limitation;' copy isr attached. -Continuco- BIRD 010766 R. E. Oglesby April 13, 1984 Page 2 Typical Technical Data For Bird Glass Shingle Mat Continued: Packaging - I believe the draft st have received no negative feedback from our plants. MIT Folding Endurance - Minimums noted in S. E. Martin's memo of 1/10/84 to Paul Grove are acceptable at this time although we may want to consider increase in the future. 1 strongly question the CD typical value of 51 compared to the CD minimum of 50. It appears as though 1 of these 2 numbers is in error. Another spec requirement anticipated is Mat Thickness, AP.MA 7-82. We would like to have a spec maximum of 0.040'1. Again, if Bird doesn't have the data to agree to a spec at this time, we should include- footnote: "Thickness ARMA 7-82, to be developed by 10/1/84.1' end operator judgement in slowing down and stopping for the splice and mihi'r.lzes potential for wasted mat at the core (stopping too soon) and for impact to the rest of the line (stopping too slowly in trying to run to the core). This is not a critical request but we would like to have this improvement implemented within the next several months. We would also like to initiate a Quality Report from Bird to SMG (TO: M. A. Hill copy to M. J. Noone, R. E. Oglesby). I don't know that this needs to be in cluded in the mat contract. The report would list average, standard deviation, and number of tests for each physical parameter specified (exclusive of roLL length and width). These figures would be calculated monthly for all mat produced/supplied to SMG and could be then submitted on a quarterly basis. Format is not critical although I have attached a rough recommended version. Please feel free to. provide copy of this memo to Bird for their use and feel free to have Bird-personn^i contact me if they have any further questions. MAH/aca Attachments 1 s'r,.>BIRD FIBER GLASS MAT REPORT FOR THE QUARTER(YEAR) BIRD 010768 / ,'T / VISUAL DEFECT LIMITATIONS CERTAINTEED, SMC The following llst'^Kes visual defect types, definition, and maximum frequency/entent allowable in fiberglass cat supplied to CertainTeed. The goal is to receive no visual defects that will upon conversion into roofing products result in shingles that would be rejected as scrap due to physical irregularities. Some levels of defects although detectable will not cause such results and are termed minor. Higher level will necessitate rejection of individual units and is called major. Still higher level will necessitate large amounts of scrap and potentially critical. Limitations on these defect levels are as follows: Minor - Not cause for rejection or special narking but are to be avoided. Major - Not to exceed 10 feet per occurrence and 5 occurrences per roll. Higher extent or frequency is grounds for rejection. Critical - 1 allowed per roll, must be flagged at point of defect. 10 feet maximum length; such rolls are to be included and limited as per spliced rolls limitations. description of individual defect types and definition of minor and major levels are as follows: fiber Clump, Fold Over, Roll Back, Build-U? - Any variety of defects :here glass fibers or portions of the mat are dislodged from normal .'ocation and collect on another area of the mat. Minor - Contained in normal mat thickness, does not deform mat surface and/or not larger than-3" x 6". Major - Contained in thickness or deforms surface but not larger than 3'* x 6". Critical - Not contained in thickness, deforms nat surface and/or larger than 3" x 6*'. ole ~ Absence of glass -mat. inarea internal to edges of the mat. Minor 1/4T diameter. Major' - and 1" diameter. Critical - Greater than 1" diameter. .inderless Spot, Wet Spot - Streaks or areas of uncured or absent binder. Minor - Up to 1/2" x 12". Major - Greater than 1/2" x 12" - Continued - BIRD 010769 / .SUAL L'rECT LmiATIONS JERTAINTEED# J?MG Page 2 Sipple/Vrlnkls - Distortion of mat in the machine, cross-machine or diagonal direction that resembles a tunnel-like appearance. Minor - Less than 1/8" above the mac surface, not wider than 1/2", and not longer than-2 feet. Major - Greater than 1/8" above mat surface, or 1/2" to 1" in width, or up to 10 feet in length. Critical - Greater than 1/A" above mat surface, greater then 1" In width, or more than 10 feet In length. Discolored Mat - Area of mat of non-normal color. Minor - Abnormal color. Critical - Over cured, scorched, or burned mat; confirmed by out-' of-spec dynamic properties. , U&1.1W i " /_3>Kfj$ T> - *- Slits, Cuts - Area of mat severed down through the entire mat thickness on the edge of the mat or internal to the edges. Critical - Non allowed on edges; slits or cuts internal to mat edges to be treated as holes. . ! !i |i i BIRD 010770 M. J. Noone - 0126/00 Bob, the Quality specifications in the Bird purchase agreement proposal dated 4/4/84 need be amended. I have listed below specific comments and reference my memo thin same date on Bird Shingle Mat. Page 3, Default - Change "eighty (301:) peccant" to "ninety-five ( 95:,) percent" Typical technical data for Bird Glass Typo IV BUR Mat. Roll Average Basis Weight - same comments as for shingle mat: Change 2.0 to 2.000, method of test ARMA 8-32. 12" x 12" Basis Weight - same comments as foe shingle mat ~ norainal 0.020, minimum + .105, Tost :lathed .'u-`A 1-H2. Tensile - Draft acceptable Eimendorf Tear - Same comment as for shingle mat; wo are desirous of future change (increase) of both MO and 0!) to 400 minimum. Test method comment sane as for shingle mat (single ply specimen testing only) Loss on Ignition - Draft acceptable. Flex Index - Same comment as for shingle mat, nominal 8, minimum 7, Test method AKMA 14-82. Standard Width - Tolerance, +_ 1/3", method-tape measure. Standard Length - Tolerance, +_ 25* (from actual ticket value), method-line counter. Splices - Same addendum as for shingle mat: no splice areas within 1000 feet from the core or end of roll. Contamination - Same comment as for shingle mat; SMG "Visual Defect Limitation" attached to Shingle mat memo. Packaging - Draft acceptable. r ;S MIT Folding Endurance - We are desirous of spec inclusion for this parameter and ask that Bird advise a nomineL and minimum (both ."0 and CD) with which their mat v?ouId presently comply. We would also like to have the end rl roll ::: rhir.: :y.": ", net- ! in my r.m.-'nts for shingle mac, included for B.V- R. r. it. MAH/aca At tachmc-n ts BIRD 010771 Certairileed March 12, 1984 Purchase of Glass Mat from Bird, Inc. ' 1 ' -Hi iltf R. E. Oglesby (t. .m 0125/2B Li c.itu in and m.ul codu J. M. Carr l*-*-'* 112 5/1 The following are comments regarding the Bird agreement. 1. It is my understanding that this is not a take or pay contract. 2. I suggest that paragraph 7 cntitLcd "Quality Specifications" be retitled "Quality Specification am] Vfarranty". The following should be inserted at the ho 7 inn inn of thin paragraph 7: Bird warrants that !.:' : ; :;rc:..i:;o-i !.-w. .. r _gh 11 j ! )G free of defects in . > to r i a \ < ~ T *. a -V. I f i'Tt it Ins acvxi title to `.he mru ; i mo-. aeii>-. .-7"'to Oortaindeed such mat w111 -..! | t- of n'~ i iT":T, el aims or encumbrancer. i-y_! h ir-.! i .w'i i > ;. I- ur the r v.nrrants tha 1. the Typo" iv~ ' ri t' .;':.ai l . . . f. 1 In addition, the last sentence- of p i r er.v h ; .--ml i to rc-ad: ch.ih CertainToed shall notify Biid ot u: i * ,.ii! .i ; -,f ur. goods to meet those quality u eci f i cat i or.; . r any other failure to comply wit Si t ho_ fc mu o ' t "a u~wa' rantv, in writ ing wi thi:T~th l rty hiy.: '<; diTUary...... The underlined portions indicate the language to ! u i m i-. J. The following clause should ho added: Patent Indemnif.ieation Bird aeroes to defend and I.Q.i haL.ihiYoi'.: a i. t'lor ; from a.ll damages, costs or oy.ponnos (including attorneys' fees) arising out ot or i.:i coin.ecu ton with any claim, lawsuit or cause of n;rion by any third party that any pit, tm - >>r .. i ! infringe:; any gatenL c.t : ; i h- -I. in ; .rtgraph fv there am !:': -!": ul' " . ; n;. '.m-;; Lhoreau', r.; ; . i !. a. .e not.- '..her in paragrai li 5(a) t lcvis.-d o read as follows: la a ' .. u L i . . . . the applicable quality r; -cificc L'c - . : yt- '".. .. t fort!-, in pnrniru-h 7. ) BIRD 010772 ,.?VJ"1 i<. K. oqlesby March 12, 1984 Page 2 In 8(c) the remedy for default by either party is the right to terminate the agreement. This indicates that this is not a take or pay contract. Docs Bird mean to say that this is the sole remedy? Bird's present language leaves open the issue as to whether we owe Bird for that, defective shipment. Does Bird intend to imply in its paragraphs 7 and 8(a) that such a defective shipment will, in the normal course, ho returned to Bird or otherwise disposed of per th r instruc tions, at Bird's cost, and a new shipment sent to Pertaindeed? 1 think you should have this matter clarified. After you decide what rights and remedies you wish CertninTeod to have in case of defective shipments, I suggest you contact me for language, since the remedies in the event of default should be stated more clearly. 5. If Bird's plant is damaged or for some other reason they no longer can supply mat due to force majeuro, than, as noted above, our sole remedy is termination. Do you instead wish to have some arrangement whereby Bird agrees to obtain an alternate source of supply? v BIRD \ V L t ''O- \ l'xiu,uUol QjfcutU &U-f W*cnnyJ. iy '* 'VV W It, v-' \f_ \,UmJ^C " ''v.UWv^ A^l-^ HkA . I i I BIRD 010774