1
Exhibit 10.10
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.
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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.
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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.
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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
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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
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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").
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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
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(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 [**]
(b) From 40 million pounds to,
but not including, 45
million pounds [**]
(c) 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
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determined in the market place by reputable supplier in the United States,
Japan or England, or (b) 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
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(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
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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.
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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.
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(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
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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.
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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
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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
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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
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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.
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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
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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:
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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
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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.
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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.
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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
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SPECIFICATION NO.
TYPE M-130-OS
RAW MATERIALS PURCHASING SPECIFICATION
DATE ISSUED 9/20/87
TITLE DATE REVISED 11/15/91
PURCHASED PREMIUM TITANIUM SPONGE - OSAKA DATE REVISED
PURPOSE: The specification details the requirements to be met
for the purchase of titanium sponge for premium grade
applications.
1.0 GENERAL:
1.1 DEFINITIONS:
1.1.1 Sponge blend A homogeneous mixture of more than
one sponge run (batch lot of sponge).
1.1.2 Sponge run (lot) A single homogeneous sponge batch not
blended with any other sponge batch.
* 1.1.3 Sponge size -1/2 inch to +20 mesh, 98% minimum.
2.0 CHEMISTRY: As listed in Table I
* 2.1 Sponge not meeting these chemistry limits but meeting the
requirements of the latest PWA 1201, P1TF28, P1TF73 and ASTM B299
specifications, may be permitted to be shipped to RMI Titanium
when approved by RMI's Quality Assurance Department - Raw Material
and Melting Control section.
* 2.2 Chemistry of each sponge run (or lot) used to produce a sponge
blend must meet the chemistry limits listed in Table I. A
sponge run (or lot) that does not meet the chemistry limits of
Table I shall not be used.
3.0 INSPECTION:
3.1 STATISTICAL PROCESS CONTROL
The sponge source shall have inspection procedures and control
points, as agreed upon by the purchaser, in the process to detect
and prevent the formation of deleterious inclusions or other
defects. Measurements of these control points shall be regularly
plotted on statistical quality charts for trend analysis and
corrective action. The control charts shall be available for review
by the purchaser.
* Denotes change and/or addition.
RMI Titanium Company PAGE 1 OF 5
26
SPECIFICATION NO.
TYPE M-130-OS
RAW MATERIALS PURCHASING SPECIFICATION
DATE ISSUED 9/20/87
TITLE DATE REVISED 11/15/91
PURCHASED PREMIUM TITANIUM SPONGE - OSAKA DATE REVISED
* 3.2 VISUAL EXAMINATION
The sponge source shall visually examine a representative sample of
at least 5 percent by weight of each sponge run. Any off-color or
suspect particles from this sample shall be removed and classified.
Any suspect particles suspected of being high in nitrogen shall be
chemically analyzed. The run shall not be permitted for this
specification if any particle exceeds a nitrogen content of 0.20
percent. Sponge runs shall be inspected and tested prior to
blending.
3.3 SPONGE FIRE
Any sponge run or blend involved in a sponge fire at any stage of
processing shall not be permitted for this specification. A sponge
fire is defined as any self-sustaining, combustion reaction
occurring in sponge metal which results in, and is evidenced by,
noticeable discoloration and/or oxidation or nitrogen contamination
of the product.
4.0 IDENTIFICATION:
4.1 Each container shall be identified with the sponge run or blend
number, marked as being premium grade sponge and containing RMI
Titanium Company purchase order number.
5.0 CERTIFICATION:
* 5.1 Furnish complete chemical analysis of all elements listed in
Table I. Also include sponge size. Send certification to the
Quality Assurance Department - Raw Materials and Melting Control
section.
* 5.2 A one pound true sponge test sample (that truly represents the
sponge contained in a sponge run or sponge blend) or a one pound
button melt produced from this true sample shall be supplied, at
the time of shipment, on each sponge run or sponge blend shipped to
RMI Titanium Company when requested by RMI's Quality Assurance
Depart. and stated on RMI's purchase order.
* Denotes change and/or addition.
RMI Titanium Company PAGE 2 OF 5
27
SPECIFICATION NO.
TYPE M-130-OS
RAW MATERIALS PURCHASING SPECIFICATION
DATE ISSUED 9/20/87
TITLE DATE REVISED 11/15/91
PURCHASED PREMIUM TITANIUM SPONGE - OSAKA DATE REVISED
5.3 Vendor shall certify that each lot of sponge has been produced
by the approved process. RMI Titanium Company shall be notified
in writing of any significant changes in the production of the
sponge.
5.4 Each lot or blend shall be homogeneous.
* 5.5 The vendor shall maintain detailed records concerning the
production and testing of the sponge and shall be available for
review by RMI Titanium Company's personnel. These records shall be
maintained for at least 30 years.
5.6 The vendor shall have a statistical quality control procedure
approved by RMI Titanium Company.
* 5.7 The vendor shall certify that the sponge has been produced in
accordance with all existing vendor agreements and sponge
specifications (including PWA 1201, GE P1TF28, and P1TF73 latest
revisions). The names of the customers and dates of ageements shall
be included in the certification. All sponge specification numbers
and effective dates shall also be included.
6.0 SHIPPING INSTRUCTIONS:
Ship in sealed water-proof containers. Each container shall be properly
identified. The container shall be able to be removed by a fork-lift
truck at RMI Titanium Company.
* Denotes change and/or addition.
Prepared by: /s/ DAVID M. SHELLITO 10-3-91
------------------------------------------- -----------------
D. M. Shellito, Manager Date
Raw Materials Melting
Approved by: /s/ S. R. GIANGIORDANO 10-4-91
------------------------------------------- -----------------
S. R. Giangiordano, General Manager Date
Process Control
/s/ W. J. Schoenfeld 10-4-91
------------------------------------------- -----------------
W. J. Schoenfeld, Vice President Date
Technology and Quality Assurance
/s/ J. D. PAGE 11-15-91
------------------------------------------- -----------------
J. D. Page, Vice President - Operations Date
Niles Plant
RMI Titanium Company PAGE 3 OF 5
28
SPECIFICATION NO.
TYPE M-130-OS
RAW MATERIALS PURCHASING SPECIFICATION
DATE ISSUED 9/20/87
TITLE DATE REVISED 11/15/91
PURCHASED PREMIUM TITANIUM SPONGE - OSAKA DATE REVISED
TABLE I
IMPURITY WEIGHT PERCENT
SPONGE SPONGE
GRADE - 1 GRADE - 2
--------- ---------
Carbon 0.020 Max. 0.020 Max.
Nitrogen 0.015 Max. 0.015 Max.
Magnesium 0.08 Max. 0.08 Max.
Aluminum 0.02 Max. 0.02 Max.
Nickel 0.02 Max. 0.02 Max.
Chromium 0.03 Max. 0.03 Max.
Tin 0.03 Max. 0.03 Max.
Chlorine 0.10 Max. 0.12 Max.
Iron 0.05 Max. 0.02 Max.
Silicon 0.03 Max. 0.03 Max.
Hydrogen 0.005 Max. 0.005 Max.
Oxygen 0.050 Max. 0.080 Max.
Water 0.02 Max. 0.02 Max.
Other Elements, each 0.02 Max. 0.02 Max.
Other Elements, total 0.05 Max. 0.05 Max.
Titanium Remainder Remainder
Hardness 120 BHN Max. 120 BHN Max.
RMI Titanium Company PAGE 4 OF 5
29
SPECIFICATION NO.
TYPE M-130-OS
RAW MATERIALS PURCHASING SPECIFICATION
DATE ISSUED 9/20/87
TITLE DATE REVISED 11/15/91
PURCHASED PREMIUM TITANIUM SPONGE - OSAKA DATE REVISED
CHANGE HISTORY:
Revision dated 11/15/91
Para. 1.1.3 Changed to read -1/2 inch to +20 mesh, 98% minimum
Para. 2.1 Added
Para. 2.2 Added
Para. 3.2 Changed nitrogen content from 0.50 to 0.20 percent
Para. 5.2 Added
Para. 5.5 Changed years records to be maintained from 20 to 30 years.
Added Table I
RMI Titanium Company PAGE 5 OF 5