Does any know how to write a international sales contract

[crobra]

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

[emo]

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!!

[crobra]

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&gt;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

[emo]

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 RMI

TITANIUM COMPANY, a corporation duly incorporated and existing

under the laws of

Ohio, having its principal office at 1000 Warren Avenue, Niles,

Ohio 44446,

U.S.A. (hereinafter referred to as "RMI"), OSAKA TITANIUM CO.,

LTD., a

corporation duly incorporated and existing under the laws of

Japan, having its

principal office at 1, Higashihama-cho, Amagasaki, Hyogo 660,

Japan (hereinafter

referred to as "OTC"), SUMITOMO CORPORATION, a corporation duly

incorporated and

existing under the laws of Japan, having its principal office at

5-33, Kitahama

4-chome, chuo-ku, Osaka, 541 japan (hereinafter referred to as

"SC"), and

SUMITOMO CORPORATION OF AMERICA, a corporation duly incorporated

and existing

under the laws of New York, having its principal office at 345

park Avenue, New

York, N.Y., U.S.A. (hereinafter referred to as "SCOA").

WITNESSETH:

WHEREAS, RMI requires a stable supply of products (as

hereinafter defined),

and

WHEREAS, OTC is desirous of selling products to RMI through

SC and SCOA

throughout the term hereof on the terms and conditions set forth

hereinafter.

2

-2-

NOW, THEREFORE, in consideration of the premises and mutual

covenants

herein contained, the parties hereto agree as follows:

ARTICLE 1

DEFINITION

1.1 As used in this Agreement, the following terms shall have

the meanings

as specified below:

"Calendar Year" means each year from 1st January to 31st

December, the

first of which is the year of 1st January, 1992, to 31st

December, 1992.

"Quarter" means any three month period of 1st January to

31st March, 1st

April to 30th June, 1st July to 30th September or 1st October to

31 December.

"Products" means premium titanium sponge produced by OTC.

"Specification" means the specification of Products

specified in the

latest revision, dated 11/15/91, MS-130--OS, which is attached

hereto as

Appendix A and as amy be mutually modified from time to time.

"Grade 1 Products" means the specifications given in

Appendix A attached

hereto.

"Grade 2 Products" means the specifications given in

Appendix A attached

hereto.

3

-3-

ARTICLE 2

SALES AND PURCHASE

2.1 OTC agrees to sell and deliver to RMI through SC and

SCOA, and RMI

agrees to purchase Products upon the terms and conditions

hereinafter set forth.

2.2 The Products sold to RMI under this Agreement shall be

imported 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 be

used directly

or indirectly by RMI for its production of titanium products and

shall not be

resold to any third party prior to being processed into titanium

products,

except as may otherwise be agreed upon by the parties hereto to

be executed

with RMI's assuming all responsibilities.

2.4 RMI shall be responsible for the importation of Products

under TIB

procedures. All costs and/or loss resulting from RMI's failure to

obtain

exemption on the payment of duties pursuant to TIB procedures by

any fault of

RMI shall be borne by RMI. All costs and/or loss related to TIB

procedures

resulting from any fault of OTC, SC or SCOA shall be borne by

that party. In

the event that a party learns of any procedural problem, that

party shall

immediately notify the other party of the problem, in which event

the parties

shall have the right to immediately suspend this Agreement until

the problem is

resolved. In the event that a change in the legal systems or tax

or customs

laws creates a new category of tax, duty or charge, the parties

hereto 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 plant

at Niles, Ohio,

or such other place(s) in the U.S.A. as agreed upon between the

parties

(hereinafter referred to as the "Delivery Place").

ARTICLE 4

QUANTITY

4.1 RMI shall provide to OTC, SC and SCOA its best good

faith estimate of

the quantity of Products to be purchased and shipped in each

Calendar Year not

later than the end of October of the preceding Calendar Year.

4.2 The quantity of Products to be shipped in each Quarter

shall be agreed

upon between the parties not later than the 15th day of the

second month of the

previous Quarter. RMI agrees to give OTC reasonable advance

notice to enable

OTC to increase its production capabilities to produce

substantially increased

quantities of the Products.

4.3 It is the intent of the parties that the quantities be

somewhat

reasonably equal per Quarter.

4.4 The aggregate quantity of Grade 1 Products to be shipped

in each

Quarter shall not exceed [**] of the aggregate quantity of

Products to be shipped in each Quarter. The remaining quantity of

products

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, RMI

shall purchase

and OTC shall sell products at the price stipulated in Article 7

hereof, for the

first [**] (the "Minimum Quantity"), for each of the Calendar

Years 1992 to

1999, subject to RMI's best efforts and to appropriate approvals

for the

utilization of such Products by RMI's customers.

5.2 In the event that RMI's requirements for titanium sponge

for use in

the production of titanium products are reduced for commercial or

economic

reasons below the Minimum Quantity, RMI shall only be obligated,

except as set

forth herein, to purchase Products to the extent of 100% of its

requirements of

titanium sponge for use in the production of titanium products to

be exported.

Thus, if RMI does not have export sales requirements for titanium

sponge, this

Agreement shall not be deemed to be a "take or Pay".

5.3 For each of the Calendar Years 1992 to 1999, RMI shall

have the right

to purchase Products from OTC, for the quantity exceeding the

Minimum 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 stipulated

in Article 7

hereof. Provided, however, that in the event that any third party

offers the

** Confidential treatment has been requested

6

-6-

Products to RMI at a price that is lower than the price

applicable to the

Option Quantity, RMI shall notify OTC, SC and SCOA of the price

and other

terms, and OTC shall have the right of first refusal to sell the

Products at

the same price offered by such third party for the portion of the

Option

Quantity. OTC shall reply to RMI, within three (3) business days

after receipt

of such notice from RMI, whether OTC decides to exercise its

right of first

refusal.

5.4 In addition to and in excess of the aggregate of the

Minimum Quantity

and the Option Quantity, RMI may purchase Products from OTC for

the 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 million

pounds (the

"Additional Quantity"), for each of the Calendar Years 1992 to

1999, at the

price which OTC offers to RMI or the price agreed between the

parties.

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 shall

be made by OTC

or SC. Title to and risk of loss of Products is as defined in

Article 10.

ARTICLE 6

PURCHASE ORDERS

6.1 The sale of Products under this Agreement during each

Quarter shall be

made by execution of individual Purchase Orders between RMI and

SCOA

(hereinafter each is referred to as a "Purchase Order").

7

-7-

6.2 The Purchase Orders for Products to be shipped in each

Quarter shall

be made not later than the 15th day of the second month of the

previous Quarter.

6.3 In the Purchase Order, among other things, the

quantities of Products

and the approximate date of shipment by OTC from Japan for

delivery to the

Delivery Place shall be stipulated.

6.4 Each Purchase Order shall be deemed to incorporate the

terms and

conditions set forth in this Agreement. If there is any conflict

or difference

in interpretation between this Agreement and any Purchase Order,

the terms and

conditions of this Agreement shall supersede those of said

Purchase Order.

ARTICLE 7

PRICE

7.1 The price for all Products purchased and sold pursuant

to this

Agreement shall be in U.S. Dollars per pound FOB the Delivery

Place (the

"Price"), unless otherwise agreed to by the parties hereto in

connection with

Paragraph 7.6. The parties agree to discuss, as appropriate, the

imposition, if

any, in the U.S.A. of charges and taxes.

7.2 The Price of Products for the Calendar Year of 1992

shall be [**]

7.3 The Price for the Calendar Years 1993 and 1994 shall be

calculated as

follows:

** Confidential treatment has been requested

8

-8-

(i) The provisional Price of Products shall be mutually

agreed at the

time of execution and delivery of each Purchase Order.

(ii) The final Price of Products shall be determined

based on the

annualized quantity of "Consumption of Mill Products (Net

Shipment)" for the

Quarter in which the shipments of Products are made as reported

by the U.S.

Department of the Interior, Bureau of Mines (hereinafter referred

to as the

"Mill Product Shipment Quantity") and, depending on the relevant

Mill 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 for

handling final

Price adjustments hereunder shall be mutually agreed not later

than the end of

January, 1993.

(iv) Unless otherwise agreed pursuant to Article 8, the

maximum 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 Years

1995 to 1999

shall, at RMI's option, after discussion among the parties, be

either (a)

market price under similar conditions as

** Confidential treatment has been requested

9

-9-

determined in the market place by reputable supplier in the

United States,

Japan or England, or ( indexed based on a 1994 base price, plus

on an OTC

cost (such as electricity, ore and labor, not volume related) (as

audited)

increase (related to 1993 and 1994) factor, or based on such

appropriate

documentation as may be reasonably required, or some other

mutually agreeable

method of verification.

7.5 The Price of Products for each Calendar Year shall

be 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 (considering

sales volume,

terms of sale and other relevant matters), at a price that is

lower than the

Price then in effect for quantities of Products delivered to RMI

pursuant to

this Agreement, than the price payable by RMI shall be adjusted

to reflect

such lower price for such period during the term hereof, as such

lower price

persists and for such quantity as is sold to such third party at

such lower

prices.

ARTICLE 8

EXCHANGE RATE CHANGE

8.1 In the event that the average of the closing

exchange rates on the

first eight trading days of the second month of any Quarter on

the New York

Foreign Currency Exchange is outside the range of [**] then RMI,

OTC, SC and

SOCA shall negotiate in good faith and choose one of the

following methods for

redetermining the Price of Products to be shipped in the

succeeding Quarter(s):

(i) Renegotiation of the Price.

** Confidential treatment has been requested

10

-10-

(ii) Sharing the foreign exchange profit and loss

arising outside such

range by RMI and OTC on a fifty-fifty basis.

(iii) Suspending the execution of any additional

Purchase Orders and,

to the extent appropriate, reducing the Minimum Quantity, until

the point in

time indicated in Section 8.2 hereof. If by the 15th day of the

second 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 have

not agreed on a

redetermined Price, then clause (iii) of this Section 8.1 shall

apply.

8.2 After the suspension of the execution of additional

Purchase Orders

when the average of the closing exchange rates on the first eight

trading days

of the second month of any Quarter on the New York Foreign

Currency Exchange is

within the range of [**] the execution of Purchase Orders

and the purchase and sale of Products to be shipped in the

relevant succeeding

Quarter shall be made in accordance with the terms and conditions

of this

Agreement.

8.3 In the event that the purchase and sale of Products

is suspended

in accordance with Section 8.1 hereof, the Minimum Quantity and

the Option

Quantity of Products for each Calendar Year shall be reduced by

one-fourth of

the Minimum Quantity and the Option Quantity for each Quarter for

which 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 provide

in any Purchase

Order, any payment of the Price for Products to be shipped in

Calendar Year of

1992 shall be made by RMI to SCOA in cash within thirty (30) days

after

delivery of the Products to RMI at the Delivery Place.

9.2 Unless RMI and SCOA otherwise agree and so provide

in any Purchase

Order, for the payment of the Price of Products to be shipped in

Calendar Years

of 1993 and 1994, the provisional Price shall be paid within

thirty (30) days

after the date of delivery of Products to the Delivery Price, and

the

adjustment of the difference between provisional Price and final

Price shall be

made after the final Price shall be decided in accordance with

Article 7

hereof.

ARTICLE 10

TITLE AND RISK

10.1 Title and risk of loss of or damage to Products

shall pass from

SCOA to RMI when Products are delivered to RMI at its loading

dock at the

Delivery Place.

ARTICLE 11

CUSTOMS CLEARANCE

11.1 All Products to be sold to RMI under this Agreement

shall be

imported by RMI in full compliance with TIB procedures as long as

these 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 necessary

for the

customs clearance of Products under TIB procedures.

ARTICLE 12

WARRANTY

12.1 OTC hereby warrants that Products shall conform to

the

Specifications. EXCEPT FOR THE FOREGOING, NO OTHER WARRANTY OR

REPRESENTATION,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IS MADE BY

OTC, SC OR

SCOA.

12.2 RMI shall, in claiming breach of warranty on the

part of OTC

hereunder, submit to SCOA, SC and OTC such proof as shall be

reasonably

required by OTC.

ARTICLE 13

TERM

13.1 The term of this Agreement shall commence on

January 1, 1992 and

remain effective for a period of eight (8) Calendar Years until

December 31,

1999.

13.2 This Agreement shall be automatically terminated

when any of the

following event occurs:

(i) OTC, or its subsidiary or affiliate, is able to

supply RMI with

titanium sponge products from a plant constructed and owned by a

joint 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 in

compliance with TIB is

prohibited by any applicable law or regulation of the U.S.A., or

TIB 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 Agreement

and/or any

Purchase Order by notice to such effect to the other parties if

any other party

commits a material breach of any of the terms or conditions of

this Agreement

and/or any Purchase Order and fails to commence efforts to remedy

same

within thirty (30) days, or fails to remedy the same within

ninety (90) days,

after notice from a party not in breach setting out the nature of

such breach

and demanding that the same be remedied.

14.2 Any party may forthwith terminate this Agreement

and/or any

Purchase Order by notice to such effect to the other parties if

bankruptcy,

insolvency or reorganization proceedings, or any other

proceedings analogous in

nature or effect are instituted by or against any other party, or

if any party

is dissolved or liquidated, whether voluntarily or involuntarily,

or if a

receiver or trustee is appointed for all or for a substantial

part of the

assets of any other

14

-14-

party or if any other party makes an assignment for the benefit

of creditors

generally.

14.3 In the event a significant and material change in

the

circumstances should arise which imposes or will impose hardship

or

impracticability upon a party or parties hereto in performing

after January 1,

1995, the obligations hereunder or under any Purchase Order, any

such party or

parties may propose amendment of the terms and conditions of this

Agreement and

all parties should immediately start to discuss in good faith on

such

amendment. If the parties fail to agree on amendment of the terms

and

conditions of this Agreement within three (3) months from the

date of proposal,

any such party or parties may terminate this Agreement with a

twelve (12)

months prior to notification to the other party or parties. Such

notification

cannot be made until after the end of the three (3) month period

of

discussions.

ARTICLE 15

RIGHTS AND OBLIGATIONS AFTER TERMINATION

15.1 If this Agreement is terminated for whatever

reason, the parties

hereto shall fulfill all outstanding Purchase Orders which have

not been

canceled pursuant to Article 14 hereof.

15.2 No termination of this Agreement for whatever

reason shall affect

any right of any party which has accrued prior to the date of

such termination

with respect to any sale and purchase of Products prior to the

effective date

of termination.

15

-15-

15.3 No termination of this Agreement or any Purchase

Order shall

terminate or limit the effect of Article 10, Article 11, Article

12, Article 16

(except as limited by Section 16.2), Article 18, all of which

shall survive any

such termination.

ARTICLE 16

CONFIDENTIALITY

16.1 The parties hereto consider this Agreement and all

of its terms

and conditions to be confidential. Except as may have been or

shall be

authorized in writing, or as hereinafter mentioned, each of the

parties hereto

shall keep confidential and shall not use otherwise than in the

performance of

this Agreement, and shall take all reasonable steps to ensure

that its

employees keep confidential and not use, except as aforesaid, all

information

supplied to them or which they have learned during the

negotiations leading to

this Agreement or learned hereafter concerning the business of

the others,

except only information already known to the receiving party at

the time of

receipt and obtained from sources not subject to any

confidentiality

undertaking, information made publicly available by the supplying

party and

information coming into the public domain other than through the

fault of the

receiving party.

16.2 The obligation as stipulated in Section 16.1 shall

survive the

termination of this Agreement for five (5) years after any

termination of this

Agreement.

16.3 Nothing herein shall preclude disclosure of

information to the

extent that the disclosure is required to be made under

16

-16-

statutory laws or regulations in force in the country in which

the disclosure

is made.

ARTICLE 17

FORCE MAJEURE

17.1 No party shall be liable for failure to perform or

delay in

performing all or any part of its obligations under this

Agreement, or of any

Purchase Order which failure or delay effects its respective

operations, to the

extent that they are unable to perform and is directly or

indirectly due to any

cause or circumstance beyond the reasonable control of such party

including,

without limitation, acts of God, fire, flood, storms, earthquake,

typhoon, tidal

wave, laws, governmental orders, regulations, sanctions or

restrictions, war

(whether declared or not), armed conflict, hostilities,

mobilization, blockade,

embargo, detention, revolution, riot, lockout, strike or other

labor dispute,

unavailability of transportation, unavailability of raw material

for reason

beyond the control of OTC, SC or SCOA or unforeseen severe plant

breakdown but

not including normal scheduled maintenance. The party affected by

an event of

Force Majeure shall promptly notify the other parties hereto, in

writing, as to

its commencement and termination. The party so affected shall

take reasonable

steps to resume performance hereunder with the least possible

delay.

17.2 If any of the events set forth in the preceding

Section 17.1

occurs and the failure or delay caused thereby cannot be cured

within thirty

(30) days, any party may terminate any Purchase

17

-17-

Order affected thereby; provided always that the contracted

quantity in the

Purchase Order as so terminated shall be deemed to have been sold

and purchased

only for the purpose of determining whether the purchase quantity

and maximum

quantity have been sold and purchased.

ARTICLE 18

ARBITRATION

18.1 All disputes, controversies and differences which may

arise between

the parties out of or in relation to or in connection with this

Agreement and/or

any Purchase Order shall be settled amicably. If settlement is

not reached

between the parties hereto, it shall be exclusively submitted to

and finally

settled by arbitration to be conducted in the city of Brussels,

Belgium by three

arbitrators in accordance with the Rules of Conciliation and

Arbitration of the

International Chamber of Commerce, Paris. The award shall be

final and binding

upon both parties and not subject to any appeal.

ARTICLE 19

GOVERNING LAW

19.1 This Agreement and any Purchase Order shall be in all

respects

governed by the laws of the State of New York, U.S.A. applicable

to agreements

made and to be performed entirely in such State.

ARTICLE 20

ENTIRE AGREEMENT

20.1 This Agreement constitutes the entire agreement between

the parties

hereto regarding the subject matter contained herein and

18

-18-

wholly cancels, terminates and supersedes all previous

negotiations,

agreements and commitments, whether formal or informal, oral or

written, 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 this

Agreement is

in force; in no event shall any term or condition contained in

any such

administrative documents be interpreted as amending or modifying

the terms of

this Agreement whether such administrative documents are signed

or not.

ARTICLE 21

AMENDMENTS

21.1 This Agreement shall not be amended, changed or

modified in any manner

except by an instrument in writing signed by duly authorized

representatives of

all parties hereto.

ARTICLE 22

ASSIGNMENT

22.1 The provisions of this Agreement shall bind and inure

to the benefit

of each of the parties hereto and their respective successors and

assigns. No

party shall assign, transfer or otherwise dispose of its rights

or obligations

under this Agreement or a Purchase Order, in whole or in part,

without the prior

written consent of the other parties, which consent shall not be

unreasonably

withheld.

19

-19-

ARTICLE 23

NO WAIVER

23.1 No failure to exercise or delay in exercising any right

or remedy

under this Agreement or under any Purchase Order by any party

shall operate as a

waiver thereof or of any other right or remedy which such party

may have

hereunder or thereunder, nor shall any single or partial exercise

of such right

or remedy preclude any further exercise thereof or of any other

right or remedy

which such party may have hereunder or thereunder.

23.2 The rights and remedies provided herein are cumulative

and not

exclusive of any rights and remedies provided by law, in equity

or otherwise.

ARTICLE 24

SEVERABILITY

24.1 In the event that any provision or any portion of any

provision of

this Agreement is adjudged by an arbitrator or arbitrators

selected as provided

in Article 18 to be invalid, illegal or unenforceable under the

laws of the

State of New York, such provision or portion thereof shall be

deemed to be

deleted from this Agreement and the validity of the remainder of

this Agreement

shall remain unaffected thereby.

24.2 If any provision of this Agreement, or the application

thereof to any

party hereto, is held illegal, unenforceable, or otherwise

invalid by government

promulgation, such holding shall not affect the other provisions

or application

of this Agreement which can

20

-20-

be given effect without the invalid provision; provided that the

parties shall

promptly negotiate in good faith as to adjustments in this

Agreement as may be

necessary to make it fair and reasonable. Notwithstanding the

foregoing and

notwithstanding the Section 24.1, this Agreement shall be

forthwith terminated

in the event that the Subsection 13.2 (ii) of Article 13 (in

whole or part) is

held illegal, unenforceable or invalid by any judgment or action

of any

government, court, arbitrator or any other competent systems, or

by government

promulgation.

ARTICLE 25

NOTICES

25.1 All notices, requests or other communications required

or permitted to

be given hereunder shall be in writing in the English language

and shall be sent

by registered airmail, postage prepaid, or telex or facsimile

(with confirmation

by registered airmail, postage prepaid) to the other party at its

address set

forth below or to such other address as may from time to time be

notified by

either 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 Vice

President,

General Counsel and Secretary

If to SC:

Sumitomo Corporation

5-33, Kitahama 4-chome, Chuo-ku, Osaka

541

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 duly

transmitted by

telex with confirmed answerback, or when a legible copy is

received by facsimile

or seven (7) days after being deposited in

22

-22-

the mail, postage prepaid and sent registered mail, as the case

may be.

ARTICLE 26

HEADINGS

26.1 The headings of this Agreement are inserted for

convenience of

reference only and shall not affect the construction or

interpretation hereof.

ARTICLE 27

COMPLIANCE WITH LAWS

27.1 RMI, OTC, SC and SCOA shall be responsible for

compliance with all

applicable Federal, State, local and foreign law, ordinances and

regulations

applicable to the subject matter covered hereunder and each party

shall

indemnify and save the other parties harmless from any and all

liability arising

from such party's non-compliance with any such laws, ordinances

and regulations.

ARTICLE 28

CURTAILMENT OF RMI'S REQUIREMENTS

28.1 In the event that RMI's requirements of titanium sponge

are suspended

or significantly curtailed by reason of a shutdown or substantial

curtailment of

production at RMI's Niles Facility, RMI shall, depending on the

particular

circumstances, give OTC reasonable written notification,

depending on the

circumstances, prior to the commencement of such suspension or

curtailment of

titanium sponge deliveries.

23

-23-

ARTICLE 29

RECORDS

29.1 OTC, SC and SCOA agree to maintain all records

pertaining to Purchase

Orders and/or releases, invoices and payment as related to RMI's

agreement

activity for a minimum period of two (2) years following

completion of Agreement

and/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 January

1, 2000, and

pricing thereof, shall be stipulated in an agreement to be

negotiated and

concluded, if any, separate from this Agreement.

24

-24-

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be

executed by their respective duly authorized representatives on

the day and year

first 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 Officer

Dated: 9/4/92 Dated: 9/4/92

ATTEST: ATTEST:

By: /s/ Juxxxxxx xxxxx By:

---------------------------

----------------------------

Secretary

SUMITOMO CORPORATION

By: /s/ Robert MXXXXXXX

----------------------------

Title: General Manager

Dated: 9/4/92

SUMITOMO CORPORATION OF

AMERICA

By: /s/ XXXXX MXXXXXXX

ATTEST:

----------------------------

Title: Group Product

Manager

By: 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).]

[crobra]

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

[resident]

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.