crobra Posted April 24 Report Share Posted April 24 Does anyone here have access to or know what it's about?I have been in going through several books and code (ucc and csig) - I would appreciate any help - this is for my business law class!!------------------I put forth a generall inclination of all mankind, a perpetuall and restless desire of power after power, that ceaseth only in death. Hobbes Quote Link to comment Share on other sites More sharing options...
emo Posted April 24 Report Share Posted April 24 Start here: http://ruessmann.jura.unisb.de/rw20/people/rschu/public/essay.htm If you were to provide more specifics, e.g. what is being sold, I could be more helpful...------------------When it won't help to slow down, go faster!! Quote Link to comment Share on other sites More sharing options...
crobra Posted April 24 Author Report Share Posted April 24 Originally posted by emo:Start here: <A HREF="/cgi-bin/redir.cgi?url=http://ruessmann.jura.unisb.de/rw20/people/rschu/public/essay.htm" TARGET=_blank>http://ruessmann.jura.unisb.de/rw20/people/rschu/public/essay.htm</A> If you were to provide more specifics, e.g. what is being sold, I could be more helpful...Anything - it's for my business law class - I am a MBA student and I to write a international sales contract - it could be computer, fruit, clothes, wiring, ships, tires - I really don't care!! I also need to write a letter of credit - would you know how to do that - also - if I am the seller, why do I need a letter of credit, doesn't the purchaser need that?------------------I put forth a generall inclination of all mankind, a perpetuall and restless desire of power after power, that ceaseth only in death. Hobbes Quote Link to comment Share on other sites More sharing options...
emo Posted April 24 Report Share Posted April 24 You can COULD change this one to fit your facts...a lot of it is 'boiler plate' language and it covers all the main points; terms of payment, delivery, assumption of risk etc.... You are on your own with the letter of credit; unless you have a billing code. SALES AGREEMENT This SALES AGREEMENT entered into on this September 4, 1992,between RMITITANIUM COMPANY, a corporation duly incorporated and existingunder the laws ofOhio, having its principal office at 1000 Warren Avenue, Niles,Ohio 44446,U.S.A. (hereinafter referred to as "RMI"), OSAKA TITANIUM CO.,LTD., acorporation duly incorporated and existing under the laws ofJapan, having itsprincipal office at 1, Higashihama-cho, Amagasaki, Hyogo 660,Japan (hereinafterreferred to as "OTC"), SUMITOMO CORPORATION, a corporation dulyincorporated andexisting under the laws of Japan, having its principal office at5-33, Kitahama4-chome, chuo-ku, Osaka, 541 japan (hereinafter referred to as"SC"), andSUMITOMO CORPORATION OF AMERICA, a corporation duly incorporatedand existingunder the laws of New York, having its principal office at 345park Avenue, NewYork, N.Y., U.S.A. (hereinafter referred to as "SCOA"). WITNESSETH: WHEREAS, RMI requires a stable supply of products (ashereinafter defined),and WHEREAS, OTC is desirous of selling products to RMI throughSC and SCOA throughout the term hereof on the terms and conditions set forthhereinafter. 2 -2- NOW, THEREFORE, in consideration of the premises and mutualcovenants herein contained, the parties hereto agree as follows: ARTICLE 1 DEFINITION 1.1 As used in this Agreement, the following terms shall havethe meanings as specified below: "Calendar Year" means each year from 1st January to 31stDecember, the first of which is the year of 1st January, 1992, to 31stDecember, 1992. "Quarter" means any three month period of 1st January to31st March, 1st April to 30th June, 1st July to 30th September or 1st October to31 December. "Products" means premium titanium sponge produced by OTC. "Specification" means the specification of Productsspecified in the latest revision, dated 11/15/91, MS-130--OS, which is attachedhereto as Appendix A and as amy be mutually modified from time to time. "Grade 1 Products" means the specifications given inAppendix A attached hereto. "Grade 2 Products" means the specifications given inAppendix A attached hereto. 3 -3- ARTICLE 2 SALES AND PURCHASE 2.1 OTC agrees to sell and deliver to RMI through SC andSCOA, and RMI agrees to purchase Products upon the terms and conditionshereinafter set forth. 2.2 The Products sold to RMI under this Agreement shall beimported by RMI solely under the Temporary Importations under Bond (TIB)(hereinafter referred to as "TIB") for production of titanium products. 2.3 The Products sold to RMI under this Agreement shall beused directly or indirectly by RMI for its production of titanium products andshall not be resold to any third party prior to being processed into titaniumproducts, except as may otherwise be agreed upon by the parties hereto tobe executed with RMI's assuming all responsibilities. 2.4 RMI shall be responsible for the importation of Productsunder TIB procedures. All costs and/or loss resulting from RMI's failure toobtain exemption on the payment of duties pursuant to TIB procedures byany fault of RMI shall be borne by RMI. All costs and/or loss related to TIBprocedures resulting from any fault of OTC, SC or SCOA shall be borne bythat party. In the event that a party learns of any procedural problem, thatparty shall immediately notify the other party of the problem, in which eventthe parties shall have the right to immediately suspend this Agreement untilthe problem is resolved. In the event that a change in the legal systems or taxor customs laws creates a new category of tax, duty or charge, the partieshereto shall negotiate in good faith as to how to deal with the case. 4 -4- ARTICLE 3 DELIVERY 3.1 The Products shall be delivered by SCOA to RMI's plantat Niles, Ohio, or such other place(s) in the U.S.A. as agreed upon between theparties (hereinafter referred to as the "Delivery Place"). ARTICLE 4 QUANTITY 4.1 RMI shall provide to OTC, SC and SCOA its best goodfaith estimate of the quantity of Products to be purchased and shipped in eachCalendar Year not later than the end of October of the preceding Calendar Year. 4.2 The quantity of Products to be shipped in each Quartershall be agreed upon between the parties not later than the 15th day of thesecond month of the previous Quarter. RMI agrees to give OTC reasonable advancenotice to enable OTC to increase its production capabilities to producesubstantially increased quantities of the Products. 4.3 It is the intent of the parties that the quantities besomewhat reasonably equal per Quarter. 4.4 The aggregate quantity of Grade 1 Products to be shippedin each Quarter shall not exceed [**] of the aggregate quantity of Products to be shipped in each Quarter. The remaining quantity ofproducts shall be Grade 2 Products.** Confidential treatment has been requested 5 -5- ARTICLE 5 PURCHASE QUANTITY 5.1 Subject to the provisions of Section 5.2 and 8.1, RMIshall purchaseand OTC shall sell products at the price stipulated in Article 7hereof, for thefirst [**] (the "Minimum Quantity"), for each of the CalendarYears 1992 to1999, subject to RMI's best efforts and to appropriate approvalsfor theutilization of such Products by RMI's customers. 5.2 In the event that RMI's requirements for titanium spongefor use in the production of titanium products are reduced for commercial oreconomic reasons below the Minimum Quantity, RMI shall only be obligated,except as set forth herein, to purchase Products to the extent of 100% of itsrequirements of titanium sponge for use in the production of titanium products tobe exported. Thus, if RMI does not have export sales requirements for titaniumsponge, this Agreement shall not be deemed to be a "take or Pay". 5.3 For each of the Calendar Years 1992 to 1999, RMI shallhave the right to purchase Products from OTC, for the quantity exceeding theMinimum Quantity as stipulated in Section 5.1 and up to the quantity of four (4)million pounds (4,000,000 lbs.), that is to say, the next three (3) million lbs.over the Minimum Quantity (the "Option Quantity"), at the price stipulatedin Article 7 hereof. Provided, however, that in the event that any third partyoffers the ** Confidential treatment has been requested 6 -6-Products to RMI at a price that is lower than the priceapplicable to the Option Quantity, RMI shall notify OTC, SC and SCOA of the priceand other terms, and OTC shall have the right of first refusal to sell theProducts at the same price offered by such third party for the portion of theOption Quantity. OTC shall reply to RMI, within three (3) business daysafter receipt of such notice from RMI, whether OTC decides to exercise itsright of first refusal. 5.4 In addition to and in excess of the aggregate of theMinimum Quantity and the Option Quantity, RMI may purchase Products from OTC forthe quantity exceeding four (4) million pounds (4,000,000 lbs.) and up to six(6) million pounds (6,000,000 lbs.) that is to say, the next two millionpounds (the "Additional Quantity"), for each of the Calendar Years 1992 to1999, at the price which OTC offers to RMI or the price agreed between theparties. 5.5 For purposes of this Article 5 and Article 6 only,Products shall be deemed to be sold and purchased when shipment of Products shallbe made by OTC or SC. Title to and risk of loss of Products is as defined inArticle 10. ARTICLE 6 PURCHASE ORDERS 6.1 The sale of Products under this Agreement during eachQuarter shall be made by execution of individual Purchase Orders between RMI andSCOA (hereinafter each is referred to as a "Purchase Order"). 7 -7- 6.2 The Purchase Orders for Products to be shipped in eachQuarter shall be made not later than the 15th day of the second month of theprevious Quarter. 6.3 In the Purchase Order, among other things, thequantities of Products and the approximate date of shipment by OTC from Japan fordelivery to the Delivery Place shall be stipulated. 6.4 Each Purchase Order shall be deemed to incorporate theterms and conditions set forth in this Agreement. If there is any conflictor difference in interpretation between this Agreement and any Purchase Order,the terms and conditions of this Agreement shall supersede those of saidPurchase Order. ARTICLE 7 PRICE 7.1 The price for all Products purchased and sold pursuantto this Agreement shall be in U.S. Dollars per pound FOB the DeliveryPlace (the "Price"), unless otherwise agreed to by the parties hereto inconnection with Paragraph 7.6. The parties agree to discuss, as appropriate, theimposition, if any, in the U.S.A. of charges and taxes. 7.2 The Price of Products for the Calendar Year of 1992shall be [**] 7.3 The Price for the Calendar Years 1993 and 1994 shall becalculated as follows:** Confidential treatment has been requested 8 -8- (i) The provisional Price of Products shall be mutuallyagreed at the time of execution and delivery of each Purchase Order. (ii) The final Price of Products shall be determinedbased on the annualized quantity of "Consumption of Mill Products (NetShipment)" for the Quarter in which the shipments of Products are made as reportedby the U.S. Department of the Interior, Bureau of Mines (hereinafter referredto as the "Mill Product Shipment Quantity") and, depending on the relevantMill Product Shipment Quantity, shall be as follows: Mill Products Shipment Quantity Price- ------------------------------- ----- (a) Under 40 million pounds [**] ( From 40 million pounds to, but not including, 45 million pounds [**] © From 45 million pounds to, but not including, 50 million pounds [**] (d) 50 million pounds and over [**] (iii) A detailed, permanent method and procedure forhandling final Price adjustments hereunder shall be mutually agreed not laterthan the end of January, 1993. (iv) Unless otherwise agreed pursuant to Article 8, themaximum price for Calendar Years 1993 and 1994 shall in no event exceed US [**]of Products. 7.4 The Price for Products for each of the Calendar Years1995 to 1999 shall, at RMI's option, after discussion among the parties, beeither (a) market price under similar conditions as ** Confidential treatment has been requested 9 -9-determined in the market place by reputable supplier in theUnited States, Japan or England, or ( indexed based on a 1994 base price, pluson an OTC cost (such as electricity, ore and labor, not volume related) (asaudited) increase (related to 1993 and 1994) factor, or based on suchappropriate documentation as may be reasonably required, or some othermutually agreeable method of verification. 7.5 The Price of Products for each Calendar Year shallbe applicable to Products that are shipped within such Calendar Year. 7.6 If at any time during the term of this Agreement,OTC offers Products to third parties under similar conditions (consideringsales volume, terms of sale and other relevant matters), at a price that islower than the Price then in effect for quantities of Products delivered to RMIpursuant to this Agreement, than the price payable by RMI shall be adjustedto reflect such lower price for such period during the term hereof, as suchlower price persists and for such quantity as is sold to such third party atsuch lower prices. ARTICLE 8 EXCHANGE RATE CHANGE 8.1 In the event that the average of the closingexchange rates on thefirst eight trading days of the second month of any Quarter onthe New YorkForeign Currency Exchange is outside the range of [**] then RMI,OTC, SC andSOCA shall negotiate in good faith and choose one of thefollowing methods forredetermining the Price of Products to be shipped in thesucceeding Quarter(s): (i) Renegotiation of the Price.** Confidential treatment has been requested 10 -10- (ii) Sharing the foreign exchange profit and lossarising outside such range by RMI and OTC on a fifty-fifty basis. (iii) Suspending the execution of any additionalPurchase Orders and, to the extent appropriate, reducing the Minimum Quantity, untilthe point in time indicated in Section 8.2 hereof. If by the 15th day of thesecond month of the Quarter in which the exchange rate is outside such range,the parties have not agreed on a method for redetermining the Price or havenot agreed on a redetermined Price, then clause (iii) of this Section 8.1 shallapply. 8.2 After the suspension of the execution of additionalPurchase Orderswhen the average of the closing exchange rates on the first eighttrading daysof the second month of any Quarter on the New York ForeignCurrency Exchange iswithin the range of [**] the execution of Purchase Ordersand the purchase and sale of Products to be shipped in therelevant succeedingQuarter shall be made in accordance with the terms and conditionsof thisAgreement. 8.3 In the event that the purchase and sale of Productsis suspended in accordance with Section 8.1 hereof, the Minimum Quantity andthe Option Quantity of Products for each Calendar Year shall be reduced byone-fourth of the Minimum Quantity and the Option Quantity for each Quarter forwhich the sale and purchase of Products is suspended.** Confidential treatment has been requested 11 -11- ARTICLE 9 PAYMENT 9.1 Unless RMI and SCOA otherwise agree and so providein any Purchase Order, any payment of the Price for Products to be shipped inCalendar Year of 1992 shall be made by RMI to SCOA in cash within thirty (30) daysafter delivery of the Products to RMI at the Delivery Place. 9.2 Unless RMI and SCOA otherwise agree and so providein any Purchase Order, for the payment of the Price of Products to be shipped inCalendar Years of 1993 and 1994, the provisional Price shall be paid withinthirty (30) days after the date of delivery of Products to the Delivery Price, andthe adjustment of the difference between provisional Price and finalPrice shall be made after the final Price shall be decided in accordance withArticle 7 hereof. ARTICLE 10 TITLE AND RISK 10.1 Title and risk of loss of or damage to Productsshall pass from SCOA to RMI when Products are delivered to RMI at its loadingdock at the Delivery Place. ARTICLE 11 CUSTOMS CLEARANCE 11.1 All Products to be sold to RMI under this Agreementshall be imported by RMI in full compliance with TIB procedures as long asthese are effective and as they may be modified from time to time. 12 -12- 11.2 RMI shall be responsible, as importer of record,for the customs clearance of Products under TIB procedures. 11.3 SCOA shall provide RMI with the documents necessaryfor the customs clearance of Products under TIB procedures. ARTICLE 12 WARRANTY 12.1 OTC hereby warrants that Products shall conform tothe Specifications. EXCEPT FOR THE FOREGOING, NO OTHER WARRANTY ORREPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IS MADE BYOTC, SC OR SCOA. 12.2 RMI shall, in claiming breach of warranty on thepart of OTC hereunder, submit to SCOA, SC and OTC such proof as shall bereasonably required by OTC. ARTICLE 13 TERM 13.1 The term of this Agreement shall commence onJanuary 1, 1992 and remain effective for a period of eight (8) Calendar Years untilDecember 31, 1999. 13.2 This Agreement shall be automatically terminatedwhen any of the following event occurs: (i) OTC, or its subsidiary or affiliate, is able tosupply RMI with titanium sponge products from a plant constructed and owned by ajoint venture company or partnership, in which RMI is shareholder or partner,directly or indirectly. 13 -13- (ii) The import into the U.S.A. of Products incompliance with TIB is prohibited by any applicable law or regulation of the U.S.A., orTIB becomes subject to an antidumping order or duties. (iii) Subject to OTC's notice to RMI at least one (1)year in advance, OTC discontinues the production of titanium sponge. (iv) Subject to RMI's notice to OTC at least one (1)year in advance, RMI discontinues the production of titanium products. ARTICLE 14 TERMINATION 14.1 Any party may forthwith terminate this Agreementand/or any Purchase Order by notice to such effect to the other parties ifany other party commits a material breach of any of the terms or conditions ofthis Agreement and/or any Purchase Order and fails to commence efforts to remedysame within thirty (30) days, or fails to remedy the same withinninety (90) days, after notice from a party not in breach setting out the nature ofsuch breach and demanding that the same be remedied. 14.2 Any party may forthwith terminate this Agreementand/or any Purchase Order by notice to such effect to the other parties ifbankruptcy, insolvency or reorganization proceedings, or any otherproceedings analogous in nature or effect are instituted by or against any other party, orif any party is dissolved or liquidated, whether voluntarily or involuntarily,or if a receiver or trustee is appointed for all or for a substantialpart of the assets of any other 14 -14-party or if any other party makes an assignment for the benefitof creditors generally. 14.3 In the event a significant and material change inthe circumstances should arise which imposes or will impose hardshipor impracticability upon a party or parties hereto in performingafter January 1, 1995, the obligations hereunder or under any Purchase Order, anysuch party or parties may propose amendment of the terms and conditions of thisAgreement and all parties should immediately start to discuss in good faith onsuch amendment. If the parties fail to agree on amendment of the termsand conditions of this Agreement within three (3) months from thedate of proposal, any such party or parties may terminate this Agreement with atwelve (12) months prior to notification to the other party or parties. Suchnotification cannot be made until after the end of the three (3) month periodof discussions. ARTICLE 15 RIGHTS AND OBLIGATIONS AFTER TERMINATION 15.1 If this Agreement is terminated for whateverreason, the parties hereto shall fulfill all outstanding Purchase Orders which havenot been canceled pursuant to Article 14 hereof. 15.2 No termination of this Agreement for whateverreason shall affect any right of any party which has accrued prior to the date ofsuch termination with respect to any sale and purchase of Products prior to theeffective date of termination. 15 -15- 15.3 No termination of this Agreement or any PurchaseOrder shall terminate or limit the effect of Article 10, Article 11, Article12, Article 16 (except as limited by Section 16.2), Article 18, all of whichshall survive any such termination. ARTICLE 16 CONFIDENTIALITY 16.1 The parties hereto consider this Agreement and allof its terms and conditions to be confidential. Except as may have been orshall be authorized in writing, or as hereinafter mentioned, each of theparties hereto shall keep confidential and shall not use otherwise than in theperformance of this Agreement, and shall take all reasonable steps to ensurethat its employees keep confidential and not use, except as aforesaid, allinformation supplied to them or which they have learned during thenegotiations leading to this Agreement or learned hereafter concerning the business ofthe others, except only information already known to the receiving party atthe time of receipt and obtained from sources not subject to anyconfidentiality undertaking, information made publicly available by the supplyingparty and information coming into the public domain other than through thefault of the receiving party. 16.2 The obligation as stipulated in Section 16.1 shallsurvive the termination of this Agreement for five (5) years after anytermination of this Agreement. 16.3 Nothing herein shall preclude disclosure ofinformation to the extent that the disclosure is required to be made under 16 -16-statutory laws or regulations in force in the country in whichthe disclosure is made. ARTICLE 17 FORCE MAJEURE 17.1 No party shall be liable for failure to perform ordelay inperforming all or any part of its obligations under thisAgreement, or of anyPurchase Order which failure or delay effects its respectiveoperations, to theextent that they are unable to perform and is directly orindirectly due to anycause or circumstance beyond the reasonable control of such partyincluding,without limitation, acts of God, fire, flood, storms, earthquake,typhoon, tidalwave, laws, governmental orders, regulations, sanctions orrestrictions, war(whether declared or not), armed conflict, hostilities,mobilization, blockade,embargo, detention, revolution, riot, lockout, strike or otherlabor dispute,unavailability of transportation, unavailability of raw materialfor reasonbeyond the control of OTC, SC or SCOA or unforeseen severe plantbreakdown butnot including normal scheduled maintenance. The party affected byan event ofForce Majeure shall promptly notify the other parties hereto, inwriting, as toits commencement and termination. The party so affected shalltake reasonablesteps to resume performance hereunder with the least possibledelay. 17.2 If any of the events set forth in the precedingSection 17.1 occurs and the failure or delay caused thereby cannot be curedwithin thirty (30) days, any party may terminate any Purchase 17 -17-Order affected thereby; provided always that the contractedquantity in the Purchase Order as so terminated shall be deemed to have been soldand purchased only for the purpose of determining whether the purchase quantityand maximum quantity have been sold and purchased. ARTICLE 18 ARBITRATION 18.1 All disputes, controversies and differences which mayarise betweenthe parties out of or in relation to or in connection with thisAgreement and/orany Purchase Order shall be settled amicably. If settlement isnot reachedbetween the parties hereto, it shall be exclusively submitted toand finallysettled by arbitration to be conducted in the city of Brussels,Belgium by threearbitrators in accordance with the Rules of Conciliation andArbitration of theInternational Chamber of Commerce, Paris. The award shall befinal and bindingupon both parties and not subject to any appeal. ARTICLE 19 GOVERNING LAW 19.1 This Agreement and any Purchase Order shall be in allrespectsgoverned by the laws of the State of New York, U.S.A. applicableto agreementsmade and to be performed entirely in such State. ARTICLE 20 ENTIRE AGREEMENT 20.1 This Agreement constitutes the entire agreement betweenthe partieshereto regarding the subject matter contained herein and 18 -18-wholly cancels, terminates and supersedes all previousnegotiations, agreements and commitments, whether formal or informal, oral orwritten, with respect to the subject matter hereof. The parties recognize that,for administrative purposes, documents, such as Purchase Orders,acknowledgements, invoices and similar documents, may be used during the time thisAgreement is in force; in no event shall any term or condition contained inany such administrative documents be interpreted as amending or modifyingthe terms of this Agreement whether such administrative documents are signedor not. ARTICLE 21 AMENDMENTS 21.1 This Agreement shall not be amended, changed ormodified in any mannerexcept by an instrument in writing signed by duly authorizedrepresentatives ofall parties hereto. ARTICLE 22 ASSIGNMENT 22.1 The provisions of this Agreement shall bind and inureto the benefitof each of the parties hereto and their respective successors andassigns. Noparty shall assign, transfer or otherwise dispose of its rightsor obligationsunder this Agreement or a Purchase Order, in whole or in part,without the priorwritten consent of the other parties, which consent shall not beunreasonablywithheld. 19 -19- ARTICLE 23 NO WAIVER 23.1 No failure to exercise or delay in exercising any rightor remedyunder this Agreement or under any Purchase Order by any partyshall operate as awaiver thereof or of any other right or remedy which such partymay havehereunder or thereunder, nor shall any single or partial exerciseof such rightor remedy preclude any further exercise thereof or of any otherright or remedywhich such party may have hereunder or thereunder. 23.2 The rights and remedies provided herein are cumulativeand notexclusive of any rights and remedies provided by law, in equityor otherwise. ARTICLE 24 SEVERABILITY 24.1 In the event that any provision or any portion of anyprovision ofthis Agreement is adjudged by an arbitrator or arbitratorsselected as providedin Article 18 to be invalid, illegal or unenforceable under thelaws of theState of New York, such provision or portion thereof shall bedeemed to bedeleted from this Agreement and the validity of the remainder ofthis Agreementshall remain unaffected thereby. 24.2 If any provision of this Agreement, or the applicationthereof to anyparty hereto, is held illegal, unenforceable, or otherwiseinvalid by governmentpromulgation, such holding shall not affect the other provisionsor applicationof this Agreement which can 20 -20-be given effect without the invalid provision; provided that theparties shall promptly negotiate in good faith as to adjustments in thisAgreement as may be necessary to make it fair and reasonable. Notwithstanding theforegoing and notwithstanding the Section 24.1, this Agreement shall beforthwith terminated in the event that the Subsection 13.2 (ii) of Article 13 (inwhole or part) is held illegal, unenforceable or invalid by any judgment or actionof any government, court, arbitrator or any other competent systems, orby government promulgation. ARTICLE 25 NOTICES 25.1 All notices, requests or other communications requiredor permitted tobe given hereunder shall be in writing in the English languageand shall be sentby registered airmail, postage prepaid, or telex or facsimile(with confirmationby registered airmail, postage prepaid) to the other party at itsaddress setforth below or to such other address as may from time to time benotified byeither party to the other in accordance with this Article 25: 21 -21- If to OTC: Osaka Titanium Co., Ltd. 1, Higashihama-cho, Amagasaki Hyogo 660, Japan Fax No.: (06) 414-2021 Attn: General Manager Titanium Sales Department If to RMI: RMI Titanium Company 1000 Warren Avenue Niles, Ohio 44446 Fax No.; (216) 544-7701 Attn: L. Frederick Gieg, Jr. President (with a copy to the VicePresident, General Counsel and Secretary If to SC: Sumitomo Corporation 5-33, Kitahama 4-chome, Chuo-ku, Osaka541 Japan Fax No.: (06) 220-7765 Attn: General Manager Osaka Non-Ferrous Metals Department If to SCOA: Sumitomo Corporation of America One California Street Suite 2300 San Francisco, CA 9411-5493 Fax No.: (415) 788-5424 Attn: Mark Adachi Group Product Manager Non-Ferrous Metals 25.2 All notices shall be deemed to have been given dulytransmitted bytelex with confirmed answerback, or when a legible copy isreceived by facsimileor seven (7) days after being deposited in 22 -22-the mail, postage prepaid and sent registered mail, as the casemay be. ARTICLE 26 HEADINGS 26.1 The headings of this Agreement are inserted forconvenience ofreference only and shall not affect the construction orinterpretation hereof. ARTICLE 27 COMPLIANCE WITH LAWS 27.1 RMI, OTC, SC and SCOA shall be responsible forcompliance with allapplicable Federal, State, local and foreign law, ordinances andregulationsapplicable to the subject matter covered hereunder and each partyshallindemnify and save the other parties harmless from any and allliability arisingfrom such party's non-compliance with any such laws, ordinancesand regulations. ARTICLE 28 CURTAILMENT OF RMI'S REQUIREMENTS 28.1 In the event that RMI's requirements of titanium spongeare suspendedor significantly curtailed by reason of a shutdown or substantialcurtailment ofproduction at RMI's Niles Facility, RMI shall, depending on theparticularcircumstances, give OTC reasonable written notification,depending on thecircumstances, prior to the commencement of such suspension orcurtailment oftitanium sponge deliveries. 23 -23- ARTICLE 29 RECORDS 29.1 OTC, SC and SCOA agree to maintain all recordspertaining to PurchaseOrders and/or releases, invoices and payment as related to RMI'sagreementactivity for a minimum period of two (2) years followingcompletion of Agreementand/or Purchase Orders issued hereunder. ARTICLE 30 SPONGE SALES AFTER JANUARY 1, 2000 30.1 The sale of OTC's titanium sponge to RMI after January1, 2000, andpricing thereof, shall be stipulated in an agreement to benegotiated andconcluded, if any, separate from this Agreement. 24 -24- IN WITNESS WHEREOF, the parties hereto have caused thisAgreement to beexecuted by their respective duly authorized representatives onthe day and yearfirst above written. RMI TITANIUM COMPANY OSAKA TITANIUM CO.,LTD. By: /s/ L. FREDERICK GIEG, JR. By: /s/ REGINO MORI -------------------------- ----------------------------Title: President and Title: President Chief Executive OfficerDated: 9/4/92 Dated: 9/4/92ATTEST: ATTEST:By: /s/ Juxxxxxx xxxxx By: --------------------------- ---------------------------- Secretary SUMITOMO CORPORATION By: /s/ Robert MXXXXXXX ---------------------------- Title: General Manager Dated: 9/4/92 SUMITOMO CORPORATION OFAMERICA By: /s/ XXXXX MXXXXXXXATTEST: ---------------------------- Title: Group ProductManagerBy: Dated: 9/4/92 ------------------------- ------------------When it won't help to slow down, go faster!![This message has been edited by emo (edited 04-24-2001).] Quote Link to comment Share on other sites More sharing options...
crobra Posted April 24 Author Report Share Posted April 24 thanks emo!!I appreciate it!!------------------I put forth a generall inclination of all mankind, a perpetuall and restless desire of power after power, that ceaseth only in death. Hobbes Quote Link to comment Share on other sites More sharing options...
resident Posted April 25 Report Share Posted April 25 Try going to the Nolo Press site (www.nolopress.com) - they have all sorts of legal stuff. I've used their fill-in forms before for contracts (not international) and they worked pretty well.------------------it's funny until somebody gets hurt. and then it's even funnier. Quote Link to comment Share on other sites More sharing options...
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