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EXHIBIT 10.9
SALES AGREEMENT
THIS SALES AGREEMENT ("Agreement"), made and entered the 8th day of August,
1994, by and between RMI TITANIUM COMPANY, an Ohio corporation with an office at
0000 Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000 (hereinafter referred to as "RMI"), and
OREGON METALLURGICAL CORPORATION, an Oregon corporation with an office at 000
Xxxxxxxxx 00xx Xxxxxx, Xxxxxx, Xxxxxx 00000-0000 (hereinafter referred to as
"OREMET"). This Agreement supersedes in its entirety the Sales Agreement of
February 26, 1992, between RMI and OREMET.
WITNESSETH:
WHEREAS, OREMET is capable of producing Titanium Product Grade Sponge
("Titanium Sponge") from Titanium Tetrachloride ("TiCl (4)") and has offered to
sell Titanium Sponge and plasma electrodes to RMI hereunder; and
WHEREAS, RMI requires a supply of Titanium Sponge and desires to purchase
Titanium Sponge from OREMET, and may wish to purchase plasma electrodes;
NOW, THEREFORE, in consideration of the mutual agreements, and subject to
the terms, conditions and other provisions herein contained, RMI and OREMET,
intending to be legally bound, hereby agree as follows.
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ARTICLE 1 - RMI Deliveries
1.1 During the term of this Agreement, RMI will make available and cause
to be delivered to OREMET TiCl (4), (which shall meet the specifications set
forth in Exhibit A, attached hereto and made a part hereof), in the quantities
(calculated at the conversion ratio specified in Section 3.1 hereof) and at
such times as shall enable OREMET to produce therefrom, at its titanium sponge
plant with equipment and facilities at Albany, Oregon ("OREMET's Facilities"),
the quantities of Titanium Sponge, (which shall meet the specifications and
addenda set forth in Exhibit B, attached hereto and made a part hereof) which
RMI has agreed to purchase and may order from OREMET pursuant to this Agreement.
The two categories of Titanium Sponge described in the specifications shall be
delivered by OREMET in the following ratios: [**] minimum will be premium sponge
per M-130-OR; and the balance will be non-premium sponge per M-131-OR, unless
otherwise agreed to by the parties.
1.2 Subject to Section 3.1, RMI shall cause the TiCl (4) to be delivered
to OREMET F.O.B. OREMET's Facilities, in accordance with Section 4.1. The
precise delivery point at such Facilities and the terms and conditions of
delivery, measurement, and sampling, and methods of analysis of TiCl (4)
delivered by RMI, shall be as agreed between RMI and OREMET, and set forth in
Exhibit C, attached hereto and made a part hereof. OREMET shall have the right
to reject any TiCl (4) delivered by RMI which does not meet the specifications
set forth in Exhibit A, such rejection to be accomplished by stopping the
delivery of such TiCl (4) at said delivery point and giving RMI notice hereof,
and unless OREMET so rejects such TiCl (4), it shall be deemed to have met such
specifications. If OREMET rejects any such non-specifications
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TiCl (4) delivered by RMI, OREMET shall promptly commence, subject to RMI's
agreement, consumption of equivalent quantities of TiCl (4) in the production
of Titanium Sponge for RMI hereunder from other sources available to OREMET,
and not necessary for the production of other products or Titanium Sponge for
other customers of OREMET, to the extent of such availability. In the event the
price of such TiCl (4) from other sources varies from OREMET's current TiCl (4)
price, then RMI agrees to reimburse OREMET, or will be credited by OREMET for
such price variances. OREMET shall continue such consumption from other sources
as long as available until RMI is able to resume furnishing TiCl (4) meeting
the specifications of Exhibit A. RMI shall replace in kind the quantities of
OREMET's TiCl (4) so consumed by OREMET in the production of Titanium Sponge
for RMI, such replacement to be at the conversion ratio provided for in Section
3.1 hereof. OREMET may use TiCl (4) delivered by RMI for purposes other than
production of Titanium Sponge for RMI hereunder, provided OREMET
contemporaneously furnishes in substitution therefor a like quantity and
quality (specifications) of TiCl (4) and does not thereby delay promised
deliveries to RMI.
1.3 (a) OREMET shall, at its sole cost and expense, provide, commit and
maintain at all times during the term of this Agreement adequate labor,
materials, facilities, appurtenances and equipment for the receipt and handling
of TiCl (4), the production, storage, handling, inspection and delivery of
Titanium Sponge, and for the satisfactory performance of this
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Agreement, including, but not limited to, adequate production capacity, storage
tanks, piping, pumps, hoses, railroad tracks, loading and unloading facilities
for rail cars and trucks. OREMET agrees not to undertake any liquidation or
reduction of its total capacity at OREMET's Facilities at any time which
would impair OREMET's capability to timely and satisfactorily perform under
this Agreement.
1.3 (b) In the event OREMET fails to provide, commit and maintain adequate
labor, materials, facilities, appurtenances and equipment as required by Section
1.3 (a) above, OREMET shall have no liability to RMI for consequential or
special damages; provided, however, that OREMET agrees to defend, indemnify and
save harmless RMI from and against any and all liabilities arising under (i)
Titanium Tetrachloride Agreement, dated March 9, 1993, and (ii) Chlorine
Agreement, dated March 9, 1993, each between RMI and SCM Chemicals, Inc., copies
of which are or will be publicly available in RMI's file at the Securities and
Exchange Commission.
1.4 OREMET shall provide RMI timely and routine transmission of applicable
information with respect to specific receipts and shipments, by such means, and
as reasonably requested by RMI.
1.5 All data and information shared and transmitted between OREMET and RMI
with respect to the quantities, quality, status, the order volumes, charges and
RMI's delivery requirements and the nature, scope, production volumes, processes
and methods and charges with respect to OREMET's performance
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hereunder are deemed confidential proprietary information of RMI and OREMET,
respectively (hereinafter called "Proprietary Information"). Neither RMI nor
OREMET shall disclose, and each shall take all reasonable steps necessary to
prevent any of their respective employees, agents or contractors, or any other
person acting on their behalf from disclosing, Proprietary Information to any
third party, except as may be authorized in writing by the other party. RMI and
OREMET agree to use Proprietary Information only for the purposes contemplated
in this Agreement. In addition, RMI and OREMET consider this Agreement and all
of its terms and conditions to be confidential. Each party agrees not to
disclose this Agreement or parts hereof to third parties without the prior
express written consent of the other, which consent shall not be unreasonably
withheld, except as shall be required by securities, accounting or other
applicable laws or regulations.
ARTICLE 2 - QUANTITY-ESTIMATES-ORDERS
2.1 During each of calendar years 1994, 1995 and 1996, OREMET agrees to
deliver, subject to the limitations contained in this Section 2.1, such
quantities of Titanium Sponge as RMI may order (as set forth in specific
Purchase Orders issued to OREMET) hereunder from a minimum each such calendar
year of [**] (subject to adjustment as provided below), up to a
maximum each such calendar year of 7.0 million pounds. OREMET will make all
reasonable efforts to accommodate the sponge requirements of RMI; however,
OREMET will not be obligated to increase the quantity of Titanium Sponge
supplied in any calendar quarter by
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more than [**] over the quantity of Titanium Sponge ordered by RMI in accordance
with this Agreement in the immediately preceding calendar quarter. There shall
be credited against RMI's obligation to purchase the minimum quantity of
Titanium Sponge set forth above in each calendar year the actual amount of
Titanium Sponge contained in any quantities of plasma electrodes which RMI may
purchase from OREMET during such calendar year; provided, however, that such
plasma electrodes shall not be deemed to constitute Titanium Sponge, as herein
defined for any other purpose under this Agreement. Plasma electrodes shall meet
such specifications as the parties may agree upon (the "Plasma Specifications").
OREMET shall not be obligated to deliver more than [**] of plasma electrodes per
calendar year. In the event that RMI purchases in any of calendar year 1994,
1995 or 1996, less than the minimum quantity of Titanium Sponge specified above,
RMI will pay OREMET [**]
2.2 At least ninety (90) days prior to each calendar year during the term
of this Agreement, beginning the calendar year 1995, RMI, shall give OREMET a
written notice setting forth RMI's best estimate of the quantity of Titanium
Sponge which RMI anticipates it will purchase from OREMET during the following
calendar year. Such notice shall be given solely to assist OREMET in its
preliminary planning, and shall not constitute a commitment by RMI for such
quantity, nor shall notice
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constitute notice of RMI's election to exercise any of its options set forth in
Section 5.2(a) hereof.
2.3 At least thirty (30) days prior to each calendar quarter during the
term of this Agreement, RMI, for planning purposes, shall give OREMET its
estimated quantity of Titanium Sponge to be purchased from OREMET during the
next succeeding quarter. Such estimated quantity shall be given solely to assist
OREMET in its production planning, and shall not constitute a commitment by RMI
for such quantity, nor shall such notice constitute notice of RMI's election to
exercise any of its Option.
2.4 RMI agrees that all Titanium Sponge purchased by RMI pursuant to this
Agreement if for RMI's use (direct and indirect) in its manufacturing processes
and shall not be sold by RMI to third parties.
ARTICLE 3 - RATIOS AND INVENTORY REPORTING
3.1 For each pound of Titanium Sponge to be delivered by OREMET to RMI or
used in the production of plasma electrodes purchased by RMI hereunder, RMI will
supply to OREMET [**] of TiCl (4), provided that OREMET shall not be
required to produce and deliver Titanium Sponge or plasma electrodes to RMI
until it has received the required quantity of TiCl (4), except as set forth in
Section 1.2 hereof. With respect to such quantities of TiCl (4) received
hereunder by OREMET, OREMET shall grant RMI credits against the Titanium Sponge
and, to the extent of the Titanium Sponge contained therein, the plasma
electrodes, purchased by RMI
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hereunder. Such credits and procedures relating thereto, shall be as agreed
upon by the parties hereto.
ARTICLE 4 - DELIVERIES
4.1 TiCl (4) furnished by RMI hereunder shall be delivered to OREMET
F.O.B. OREMET's Facilities. OREMET shall deliver the Titanium Sponge produced
hereunder and any plasma electrodes to RMI F.O.B. RMI's Facility in Niles, Ohio,
in such quantities subject to the limitations contained in Section 2.1 hereof
and at times as RMI shall request. Such deliveries shall be by truck. Titanium
Sponge and plasma electrodes delivery procedures will be reasonably established
by RMI. RMI will provide its bins at no charge for use during the term of this
Agreement. RMI agrees, in order to avoid potential contamination from other
sources, that the bins it will provide will be used exclusively for shipment and
storage of OREMET produced Titanium Sponge. OREMET will be responsible for
shipping empty bins back to OREMET's Facilities. Each company is responsible for
insuring the bins are in a serviceable condition when they leave their
respective plants. Rail cars and trucks shall be provided or arranged for by
OREMET at OREMET's expense. OREMET warrants to RMI that transportation equipment
provided or arranged for by OREMET will be proper and fit for carrying Titanium
Sponge and plasma electrodes. OREMET will inspect such equipment for the sole
purpose of avoiding contamination of the Titanium Sponge and plasma electrodes
and may refuse to load any equipment if it believes the quality of Titanium
Sponge and plasma electrodes will be prejudiced or any unsafe condition will
exist.
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4.2 OREMET warrants title to the Titanium Sponge and plasma electrodes;
that the Titanium Sponge when and as delivered to RMI hereunder shall meet the
specifications and addenda set forth in Exhibit B hereto; and that the plasma
electrodes shall meet the Plasma Specifications. With respect to OREMET's
warranty of the Titanium Sponge and plasma electrodes, OREMET is excluded from
liability for consequential and special damages. RMI warrants title
to the TiCl (4) and that the TiCl (4) when delivered to OREMET shall meet the
specifications set forth in Exhibit A hereto.
4.3 OREMET shall furnish RMI with a certificate of analysis with respect
to each shipment of Titanium Sponge. OREMET will furnish RMI with the blending
documentation for each plasma electrode delivery to RMI.
4.4 If, on the date upon which termination of this Agreement is effective,
quantities of TiCl (4) delivered by RMI and Titanium Sponge by OREMET (including
any Titanium Sponge contained in any plasma electrodes delivered by Oremet) are
not balanced by application of the ratio set forth in Section 3.1, the party
which has delivered the greater quantity shall receive from the other within
ninety (90) days, the amount of the other material necessary to correct the
imbalance, unless the imbalance is less than a truckload quantity in the case of
Titanium Sponge and a rail car load quantity in the case of TiCl (4), in which
case the party which has delivered the greater quantity shall receive a cash
payment from the other for the quantity of Titanium Sponge
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or TiCl (4) by which they are so out of balance at the current respective
market price.
4.5 OREMET shall be liable for all truck detention and/or demurrage
arising out of delays to carrier equipment at OREMET's Facilities on shipments
of TiCl (4), Titanium Sponge, plasma electrodes, bins or chlorine originating at
or terminating at OREMET's Facilities which are due to the fault of OREMET.
4.6 For each pound of Titanium Sponge delivered to RMI or contained in any
plasma electrodes purchased by RMI hereunder, RMI shall also be responsible for
the disposal or sale of [**] of chlorine, F.O.B. OREMET's Facilities.
4.7 All TiCl (4) shall be shipped by RMI to OREMET via RMI rail tank cars
which RMI covenants shall be maintained in safe working and comply with all
applicable regulations. Risk of loss and title to all TiCl (4) shall be with RMI
to point of destination, Albany, Oregon whereupon risk of loss and title thereto
shall pass to OREMET. All maintenance costs incurred by OREMET on RMI cars at
the Albany plant will be billed to RMI at OREMET's cost.
4.8 All chlorine shall be shipped by OREMET via RMI rail tank cars which
RMI covenants shall be maintained in safe working order and comply with all
applicable regulations. Risk of loss and title to all chlorine shall be with
OREMET until the point where the rail car leaves OREMET, whereupon risk of loss
shall pass to RMI. All maintenance costs incurred by OREMET on RMI cars at the
Albany plant will be billed to RMI at OREMET's cost.
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4.9 RMI has an obligation until December 31, 1995 to supply 4 tank cars
(180,000 pounds each) of chlorine each calendar month to a third party. Until
December 31, 1995, if the quantity of chlorine due RMI by virtue of paragraph
4.6 above is less than the quantity needed to satisfy the third party
requirement of RMI, OREMET will provide the shortfall, up to a limit of 180,000
pounds per calendar month, at a cost to RMI equal to the prices paid by the
third party.
4.10 OREMET and RMI agree to mutually cooperate in the disposition of
chlorine to determine the most economical handling for their mutual cost or
benefit, in accordance with their Revenue Sharing Agreement, dated June 1, 1993
and as they may otherwise agree.
ARTICLE 5 - CHARGES - PAYMENT, EXTENSION OF TERM
5.1 RMI shall pay OREMET, for each pound of Titanium Sponge delivered to
RMI pursuant to this Agreement after August 31, 1994 and before January 1, 1997,
a price of [**] for each pound so delivered up to [**] pounds; a price of [**]
for each pound so delivered in excess of [**] pounds and up to [**] pounds; and
a price of [**] for each pound so delivered in excess of [**] pounds. RMI shall
pay OREMET in accordance with the Sales Agreement, dated February 26, 1992, for
all deliveries of Titanium Sponge prior to September 1, 1994. RMI shall pay
OREMET a price of [**] per pound for non-rotor-quality plasma electrodes, and a
price of [**]
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[**] per pound for premium-rotor-quality plasma electrodes, in each case for
each pound of plasma electrodes delivered F.O.B. to RMI, Niles, Ohio, pursuant
to this Agreement in each of calendar years 1994, 1995 and 1996; provided,
however, that the price charged for plasma electrodes delivered in each such
calendar year will be adjusted if the [**] The adjustment will be calculated
quarterly and the price charged for plasma electrodes will be increased by the
amount by which the actual average cost of [**] or the price for plasma
electrodes will be decreased by the amount by which the actual average cost [**]
The price charged for plasma electrodes purchased hereunder will [**] All
payment terms shall be one percent 15 days, net 30 days after receipt by RMI of
Titanium Sponge or plasma electrodes, as the case may be.
5.2 For each calendar year beginning with calendar year 1997, until the
end of the calendar year 2003, OREMET agrees to sell to RMI certain quantities
of Titanium Sponge in each such year as RMI may order, up to a maximum of [**]
per calendar year. The price for this Titanium Sponge shall be at
RMI's option, either; (a) market price as determined in the marketplace by
reputable suppliers; or (b) the price if effect
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for 1996 plus appropriate adjustments for changes occurring thereafter in
OREMET's costs (such as electricity, magnesium and labor, not volume related),
as audited. If, in either case, OREMET can demonstrate through audit that the
resulting price is below its total cost to produce, excluding Selling, General
and Administrative Costs (to be determined consistent with Oremet's current
accounting practices), the parties shall negotiate a new price. If the parties
are unable to agree on a new price, RMI shall have no obligation to purchase
any Titanium Sponge under this Agreement.
ARTICLE 6 - FORCE MAJEURE
6.1 OREMET shall not incur any liability to RMI for delay or failure to
perform any of its obligations hereunder, and RMI shall not incur any liability
to OREMET for delay or failure to perform any of its obligations hereunder, if
such delay or failure is caused by acts of God; war; riot; fire; explosion;
accident; flood; sabotage; lack of adequate fuel, power, raw materials, labor,
containers or transportation facilities; compliance with governmental requests,
laws, regulations, orders or action; breakage or failure of machinery or
apparatus; national defense requirements; or any other event beyond the
reasonable control of such party; or in the event of labor trouble, strike,
lockout or injunction (provided that neither party shall be required to settle a
labor dispute against its own best judgment); which event makes impracticable
the manufacture, transportation, acceptance or use of a shipment of TiCl (4),
Titanium Sponge or of materials necessary for the production of
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Titanium Sponge or plasma electrodes. The party affected by an event of Force
Majeure shall promptly notify the other party 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.
Upon the occurrence of any such event which prevents the production,
transportation, acceptance or use of a shipment of TiCl (4), Titanium Sponge or
of materials necessary for the production of Titanium Sponge or plasma
electrodes, the party so affected shall have the right to suspend or reduce
deliveries or acceptances during the period of such contingency.
(a) TiCl (4). If a force majeure affects RMI's ability to deliver TiCl
(4), RMI will allocate its available supply of TiCl (4) to its own
requirements and otherwise on a fair and reasonable basis. The quantity of
TiCl (4) not delivered by reason of this force majeure will be deducted
from the quantity of TiCl (4) RMI is required to deliver under this
Agreement and the quantity of Titanium Sponge that OREMET is required to
deliver will be reduced by an amount equal to the amount of TiCl (4) not
delivered by RMI [**] To the extent that OREMET offers, and RMI
accepts delivery of, Titanium Sponge without receiving the equivalent
quantity of TiCl (4), the charge for such Titanium Sponge will be as agreed
upon by the parties hereto.
(b) TITANIUM SPONGE. If an event of force majeure affects OREMET's
ability to deliver Titanium Sponge from
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OREMET's Facilities, (1) OREMET will allocate the supply of Titanium Sponge
from OREMET's Facilities to any or all of its customers for sale and its
own requirements and the requirements of its divisions, subsidiaries and
affiliates on a fair and reasonable basis and RMI shall never receive less
than its pro rata share of the available production capacity for Titanium
Sponge based on its actual purchases in the calendar year in which force
majeure is declared; and (2) if the force majeure results from a shortage
of any material necessary for the production of Titanium Sponge, RMI will
have the option to deliver this material to OREMET in an amount needed to
produce the quantity of Titanium Sponge that OREMET is unable to deliver to
RMI as a result of this force majeure on such terms as RMI and OREMET shall
mutually agree. The quantity of Titanium Sponge not delivered by reason of
this force majeure or shortage will be deducted from the quantity of
Titanium Sponge that OREMET is required to deliver under this Agreement.
ARTICLE 7 - PATENTS, TECHNOLOGY
7.1 OREMET agrees to protect, defend, indemnify and save harmless RMI with
respect to any claim, action, cost or judgment based upon, arising out of, or
connected with the infringement by OREMET of any adversely held U.S. patent
rights, or the utilization by OREMET of proprietary technology of others
without adequate and proper authorization, in the performance by OREMET
pursuant to this Agreement. RMI shall promptly notify
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OREMET upon learning of any claim or suit involving RMI in which any of such
matters is alleged.
ARTICLE 8 - TERM-TERMINATION
8.1 The term of this Agreement shall commence effective as of January 1,
1994, and, terminate December 31, 2003.
ARTICLE 9 - MOST FAVORED NATIONS
9.1 If, during the term of this Agreement, OREMET sells Titanium Sponge to
any third party, under substantially similar circumstances and conditions, at
charges and/or upon terms and/or conditions which are more favorable than those
effective pursuant to this Agreement, then OREMET shall immediately notify RMI,
and such more favorable prices, terms and/or conditions shall apply under this
Agreement on and after the date they are first applied to the third party.
ARTICLE 10 - INDEPENDENT CONTRACTOR-INDEMNITY
10.1 In the performance of OREMET's obligations pursuant to this
Agreement, OREMET shall be acting at all times as an independent contractor and
not as an agent of, or joint venturer with, RMI.
ARTICLE 11 - AMENDMENT AND WAIVER
11.1 No amendment, modification or waiver of any provision of this
Agreement shall be effective unless in writing, signed by both parties, and
specifically stating it is an amendment, modification or waiver of this
Agreement. Without limiting the meaning of the preceding sentence, none of the
provisions of any documents utilized in the implementation or performance of
this Agreement shall amend or supplement any of
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the provisions of this Agreement. Any waiver by either party of any provisions
or condition of this Agreement shall not be construed or deemed to be a waiver
of any other provision or condition of this Agreement, nor a waiver of a
subsequent breach of the same provision or condition.
ARTICLE 12 - ASSIGNMENT
12.1 Neither party may assign or otherwise transfer any of its rights, nor
delegate the performance of its obligations under this Agreement without the
prior written consent of the other party, which consent will not be unreasonably
withheld, and any attempted assignment, transfer or delegation without such
consent shall be void of no effect; except that either party hereto may, without
such consent of the other party, assign its rights and delegate the performance
of its obligations any subsidiary or affiliated company of which at least 50% of
the outstanding capital stock entitled to vote for the election of directors is
owned by such party. If either party assigns its rights and delegates the
performance of its obligations to such subsidiary or affiliated company, such
party shall guarantee the performance of such subsidiary or affiliated company.
12.2 Subject to the provisions of Subject 13.1 hereof, this Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and their
respective successors and assigns.
ARTICLE 13 - NOTICES
13.1 Any notice, statement, estimate or other communication required or
permitted to be given under this
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Agreement shall be in writing and shall be deemed to have been sufficiently
given if delivered by hand or deposited in the United States mails, postage
prepaid, registered or certified, addressed as follows:
If to OREMET, addressed to:
Oregon Metallurgical Corporation
X.X. Xxx 000
000 Xxxxxxxxx 00xx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: President
If to RMI, addressed to:
RMI Titanium Company
0000 Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
Attn: President
or to such other address or addresses as may be specified from time to time in
a written notice given by such party to the other hereunder. Both parties agree
to acknowledge receipt of any notice delivered in person.
ARTICLE 14 - CONTROLLING LAW
14.1 The validity, performance, construction and effect of this Agreement
shall be governed by laws of the State of Oregon.
ARTICLE 15 - HEADINGS
15.1 Headings as to the contents of particular Articles of this Agreement
are provided for convenience only and are in no way to be construed as part of
this Agreement or as a limitation of the scope of the particular paragraphs to
which they refer.
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ARTICLE 16 - SPECIFIC PERFORMANCE
16.1 OREMET acknowledges that the Titanium Sponge is absolutely essential
to RMI's operations.
ARTICLE 17 - ENTIRE AGREEMENT; EFFECTIVE DATE
17.1 This Agreement, the Exhibits attached hereto and the parties' Revenue
Sharing Agreement, dated June 1, 1993, set forth the entire agreement and
understanding between the parties hereto as to the subject matter hereof and
supersedes all prior discussions between the parties hereto in relation thereto.
Neither of the parties hereto shall be bound by any terms, conditions,
definitions, warranties and/or representations with respect to the subject
matter of this Agreement, otherwise than as expressly provided herein or as set
forth in an amendment subsequent to the effective date hereof specifically
stating that it amends this Agreement and signed by authorized representatives
of each of the parties hereto. 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.
This Agreement shall be deemed by the parties to be effective as of
January 1, 1994, except as otherwise provided herein.
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ARTICLE 18 - COMPLIANCE WITH LAW
18.1 RMI and OREMET shall be responsible for compliance with all
applicable Federal, State and local laws, ordinances and regulations applicable
to the subject matter covered hereunder and each party shall indemnify and save
the other party harmless from any and all liability arising from the other
party's non-compliance with any such laws, ordinances and regulations.
ARTICLE 19 - CURTAILMENT OF RMI'S REQUIREMENTS
19.1 In the event that RMI's requirements for Titanium Sponge are
suspended or significantly curtailed by reason of a shutdown or substantial
curtailment of production at RMI's Niles Facility, RMI shall give OREMET at
least three (3) months written notice prior to the commencement of such
suspension or curtailment of Titanium Sponge deliveries.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
ATTEST: OREGON METALLURGICAL CORPORATION
BY: BY:
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ATTEST: RMI TITANIUM COMPANY
BY: BY:
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