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EXHIBIT 10.15
Certain confidential portions of this Exhibit were omitted by means of blackout
of the text (the "Xxxx"). This Exhibit has been filed separately with the
Secretary of the Commission without the Xxxx pursuant to the Company's
Application Requesting Confidential Treatment under Rule 24b-2 under the
Securities Exchange Act.
Contract No. ________________________
SCRAP PURCHASE
AGREEMENT
THIS AGREEMENT, Made and entered into as of this _____ day of __________,
19___, by and between MINNESOTA MINING AND MANUFACTURING COMPANY, with principal
offices at 0X Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000, herein referred to as OWNER;
and DELTCO OF WISCONSIN, INC., with principal offices at 000 Xxxxxxxxxx Xxxx
Xxxx, Xxxxxxx, Xxxxxxxxx 00000, herein referred to as CONTRACTOR;
WITNESSETH:
WHEREAS, OWNER desires to sell on a restricted use basis certain Scrap
Material designated in the attached Exhibit A resulting from operations at its
plant in designated in the attached Exhibit A (hereinafter referred to as the
"Plant"); and
WHEREAS, CONTRACTOR desires to purchase solely for the restricted use set
forth in Exhibit A;
NOW, THEREFORE, it is agreed as follows:
ARTICLE 1. Removal of Scrap Material
1. OWNER shall deposit the Scrap Material in gaylords and on pallets as
indicated in Exhibit A attached hereto, and shall permit CONTRACTOR to access
OWNER's dock for the purposes of picking up the Scrap Material and loading the
Scrap Material onto CONTRACTOR's trucks for transporting to "CONTRACTOR's Site."
2. CONTRACTOR agrees to pick up the Scrap Material according to the
schedule set forth in the attached Exhibit A or as requested by OWNER. Except
for a special request from OWNER or an emergency situation, CONTRACTOR will pick
up the Waste Material during normal business hours.
3. CONTRACTOR agrees to purchase and accept all Scrap Material which is
offered by OWNER to CONTRACTOR and which meets the specifications for Scrap
Material contained in the attached Exhibit A. As CONTRACTOR's sole and exclusive
remedy for OWNER offering Scrap Material which does not meet said specification,
CONTRACTOR shall have the right to refuse to accept all Scrap Material which
does not meet the specification for Scrap Material contained in the attached
Exhibit A.
4. CONTRACTOR shall provide at its sole cost and expense equipment and
transportation to remove the Scrap Material unless otherwise specified in the
attached exhibits.
5. Title to and risk of loss of each load of Scrap Material shall pass from
OWNER and vest in CONTRACTOR at the time said Scrap Material is loaded onto
CONTRACTOR's trucks and/or other vehicles.
6. CONTRACTOR shall comply with OWNER's safety procedures when on OWNER's
premises.
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7. CONTRACTOR shall be responsible for any damages to OWNER's property
resulting from CONTRACTOR's presence on OWNER's premises.
8. OWNER has not and does not represent, guarantee or warrant that it will
have any specific output of the Scrap Material and will not be in default if it
has no output of the Scrap Material due to any reason whatsoever.
ARTICLE 2. No Resale. In no event shall CONTRACTOR sell, transfer or convey
the Scrap Material or other material to other than CONTRACTOR's Site without
OWNER's prior written consent.
ARTICLE 3. Consideration. CONTRACTOR agrees to pay to OWNER an amount
calculated and determined according to the payment provisions set forth in the
attached Exhibit A. Said amount shall be paid no later than thirty (30) days
after receipt of OWNER's invoice.
ARTICLE 4. Term and Termination. The term of this Agreement shall commence
immediately upon execution hereof and shall continue until terminated. Either
party may terminate this Agreement by giving the other party thirty (30) days
prior written notice of its intent to terminate. All such notices shall be sent
to the following addresses:
If to OWNER: Office of General Counsel
3M, 3M Center (220-11E-03)
X.X. Xxx 00000
Xx. Xxxx, Xxxxxxxxx 00000-0000
If to CONTRACTOR: Deltco of Wisconsin, Inc.
000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
or such other address as OWNER or CONTRACTOR may from time to time designate.
ARTICLE 5. Limited Warranty and Disclaimer, Limitation of Remedies and
Damages. CONTRACTOR acknowledges that the Scrap Material may not satisfy all of
its requirements and is being purchased "AS IS." ALL IMPLIED WARRANTIES AND
CONDITIONS (INCLUDING ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A
PARTICULAR PURPOSE) ARE DISCLAIMED AS TO THE SCRAP MATERIAL. IN NO EVENT WILL
OWNER OR IT DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO CONTRACTOR
FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), WHETHER
FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OR INABILITY TO USE THE
SCRAP MATERIAL, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF OWNER HAS BEEN
ADVISED DIRECTLY OR INDIRECTLY OF THE POSSIBILITY OF SUCH DAMAGES.
OWNER's liability to CONTRACTOR for actual damages arising out of any cause
whatsoever, and regardless of the form of action, will be limited to the amount
actually paid for the Scrap Material.
THE ABOVE LIMITATIONS WILL NOT APPLY IN CASE OF PERSONAL INJURY ONLY WHERE
AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIES WARRANTIES OR
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
ARTICLE 6. Indemnification.
1. CONTRACTOR will assume liability for and hereby agrees to indemnify,
defend and hold harmless OWNER and its respective officers, agents and
employees, from any loss, liability, suit, claim and expense (including attorney
fees and other costs and expenses of litigation) with respect to Workmen's
Compensation benefits or for damages on account of injury or death to
CONTRACTOR's employees and
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agents arising out of and during the course of their performance of this
Agreement, and to claims for bodily injury or death or property loss or damage
(1) asserted by it or any of its employees or (2) asserted by members of the
general public that are based in whole or in part upon any act or omission of
CONTRACTOR, its agents, servants or employees.
This article shall be construed liberally in favor of indemnification. This
indemnification shall survive the termination of this Agreement.
ARTICLE 7. Insurance.
1. CONTRACTOR agrees to maintain adequate public liability insurance
(including contractual liability insurance as to the indemnity obligations
stated in Paragraph 2) and Worker's Compensation insurance as required by law
covering all employees. The policies must provide that the required coverages
cannot be canceled or changed without at least thirty (30) days prior written
notice to OWNER. CONTRACTOR will provide to OWNER insurance certificates showing
compliance with these provisions.
2. Commercial General Liability and Automobile Liability. CONTRACTOR
acknowledges and agrees that OWNER does not in any way represent that the
coverages or limits of insurance specified in this Article are sufficient or
adequate to protect CONTRACTOR's interests or liabilities.
ARTICLE 8. Confidential Information. CONTRACTOR agrees that it will not
disclose to third persons or use for its own benefit any of OWNER's
developments, trade secrets, confidential information, know-how, discoveries,
production methods or other information, not generally known, and proprietary to
OWNER about OWNER's processes and products that may de disclosed to CONTRACTOR
or which CONTRACTOR may acquire in connection with this Agreement.
ARTICLE 9. Dispute Resolution Procedures; Governing Law.
1. Non-Binding Mediation. Any and all disputes arising between the parties
relating to the making or performance of this Agreement shall be resolved in the
following order of preference; (a) by good faith negotiation between
representatives of OWNER and CONTRACTOR who have authority to fully and finally
resolve the dispute; (b) if necessary, by non-binding mediation at a location
acceptable to both parties using a neutral mediator having experience with the
industry in accordance with the rules of the Center for Public Resources (with
the costs therefore shares equally); or (c) as a last resort only, by
litigation, provided that any lawsuit filed by either party shall be in Xxxxxx
County, Minnesota.
2. Equitable Relief. Nothing herein shall preclude either party from taking
whatever actions are necessary to prevent immediate, irreparable harm to its
interests. These procedures are exclusive and shall be fully exhausted prior to
the initiation of any litigation.
3. Governing Law; Personal Jurisdiction; Waiver of Jury. Any questions,
claims, disputes, remedies or procedural matters shall be governed exclusively
by the laws of the State of Minnesota, without regard to the principles of
conflicts of law. THE PARTIES FURTHER HEREBY CONSENT TO WAIVER OF ANY
CONSTITUTIONAL, STATUTORY OR COMMON LAW RIGHT OF TRIAL BY JURY.
ARTICLE 10. Independent Contractor. CONTRACTOR represents that it is
entering this Agreement as an independent contractor and agrees to indemnify,
defend and hold harmless OWNER from any claims or any court finding that
CONTRACTOR or its employees or agents is not an independent contractor for any
purpose.
ARTICLE 11. Entire Agreement. CONTRACTOR and OWNER agree that this
Agreement constitutes the entire agreement between them with respect to the
subject matter hereof, that all other communications, statements and
instruments, whether verbal or written, hereby are withdrawn and annulled, and
that no modification or amendment of this Agreement shall become a part of this
Agreement unless such is written and signed by authorized representatives of the
parties. In the event the CONTRACTOR issues a purchase order, receipt, invoice,
or other document acknowledging that
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CONTRACTOR has accepted the Scrap Material, OWNER's acknowledgment of such form
or OWNER's failure to object to any provision contained therein, shall not
constitute acceptance of any terms and conditions that are inconsistent,
conflicting or additional to the terms of this Agreement.
ARTICLE 12. Assignment. CONTRACTOR shall not assign or sublet this
Agreement in whole or in part without the prior written consent of OWNER. The
covenants and agreements contained in this Agreement shall apply to, insure to
the benefit of and be binding upon the parties hereto and upon their respective
heirs, executors, administrators, assigns and successors in interest.
IN WITNESS WHEREOF, The parties hereto have dully executed this Agreement
the day and year first above written.
OWNER: MINNESOTA MINING AND MANUFACTURING
COMPANY
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Title Executive Director, CQ & MS
----------------------------------
CONTRACTOR: DELTCO OF WISCONSIN, INC.
By /s/ Xxxx Xxxxxxxxx
-------------------------------------
Title President
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SCRAP PURCHASE CONTRACT NO. ________________
EXHIBIT A
THIS EXHIBIT is hereby made a part of the Scrap Purchase Agreement into between
the parties hereto on the _____ day of ____________, 19___, and hereby becomes
subject to all of its terms and conditions, except to the extent that those
terms and conditions are expressly modified by this Exhibit.
1. OWNER'S MATERIAL
a. Description (specifications)
Polypropylene Scrap Material from tape production. Polypropylene Films,
both homopolymers and copolymers, which have been coated with a hot-melt
synthetic rubber adhesive.
b. Estimated Volume (not guaranteed)
*** pounds
c. Shipping Container
The Scrap Material may be finished rolls or edge trim rolls which will be
placed in gaylords on pallets. Jumbo rolls on paper cores up to 63 inches
wide and jumbo rolls on steel cores up to 63 inches wide may be strapped
on pallets or blocked on the floor of the truck.
2. OWNER'S "PLANT" LOCATION
a. Specific address from which material will be shipped
3M Industrial Tape 3M Tape 3M PC & RPD
0000 Xxxxx Xxxxxx Xxxxxx 0000 Xxxx Xxxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxx 00000 Xxxxxxxxx, Xxxxxxxxx 00000-0000
b. Special loading characteristics or Requirements
None
c. Owner's Representative (Name and Phone Number)
Office Contact Plant Contact
Xxxxx X. Xxxxxxxx Bedford Park -- Xxxx Xxxx Phone: 708/000-0000
3M Center, Xxxx. 000-0-00 Knoxville -- Xxx X'Xxxxx Phone: 515/000-0000
Xx. Xxxx, Xxxxxxxxx 00000 Menomonie -- Xxxx Xxxxxxx Phone: 715/000-0000
Phone: 612/000-0000
Fax: 612/000-0000
E-mail: xxxxxxxxxx@xxx.xxx
3. CONTRACTOR
a. Facility (Specific Address)
000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
*** - confidential treatment requested
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b. CONTRACTOR will issue purchase orders for each of the three production
plants listed in 2.a.
4. RESTRICTION OF USE OF MATERIAL
a. All Scrap Material must be ground up and/or blended into compounds.
b. The Scrap Material can not be sold, traded or bartered in the form as
purchased from OWNER.
5. FREIGHT
The Scrap Material will be shipped at OWNER's expense to the CONTRACTOR's
Ashland, Wisconsin, facilities.
6. SCHEDULE OF PAYMENT/CHARGES
CONTRACTOR will pay, F.O.B. CONTRACTOR's plant for all Scrap Material
received.
a. The price for the Scrap Material is to be *** .
7. TERM OF AGREEMENT
This Agreement is to be renewed annually. The first review of the Agreement
is to be during June of 1997 and effective date July 1, 1997.
MINNESOTA MINING AND MANUFACTURING
COMPANY
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Signature
Xxxxx X. Xxxxx
----------------------------------------
Date
Title Executive Director, CQ & MS
----------------------------------
DELTCO OF WISCONSIN, INC.
By /s/ Xxxx Xxxxxxxxx
-------------------------------------
Signature
Xxxx Xxxxxxxxx 6-28-96
----------------------------------------
Name Typed Date
Title President
----------------------------------
*** - confidential treatment requested
