PURCHASE ORDER SEQUENCE NO. PAGE
1000043744 4377485 1
KOHLER Purchase Order Please enter our order for the following
444 Highland Dr. subject to the instructions on the front
Kohler, WI 53044 and the Terms and Conditions on the
reverse side hereof and/or attached
hereto. This orderexpressly limits
acceptance to the Terms and Conditions
stated herein.
9572
BILL ACCOUNTS PAYABLE DEPT. - PNA 1 KOHLER COMPANY UNITED STATES ANTIMONY CORP
KOHLER CO SHIP PLUMBING NORTH AMERICA TO 1250 PROSPECT CREEK ROAD
TO 444 HIGHLAND DRIVE 444 HIGHLAND DRIVE THOMPSON FALLS MT 59873
KOHLER, WI 53044 1541 KOHLER WI 53044 UNITED STATES
TO UNITED STATES
Date Terms Incoterms Ship Via
04/06/1999 1.0% - 10 DAYS FCA DESTINATION POINT YOUR TRUCK
------------ -------- --------------------------------------------------------------- ----------------- ---------- ----------------
Item Tax Our Part no./description Quantity U/m Price per unit
1 UO 900870 ANTIMONY 46,000,000 LB 830.00/1,000
OXIDE
04/15/1999
Release order against contract 200427 Item 00010
2 UO 900870 ANTIMONY 46,000,000 LB 830.00/1,000
OXIDE
04/22/1999
Release order against contract 200427 Item 00010
3 UO 900870 ANTIMONY 46,000,000 LB 830.00/1,000
OXIDE
04/22/1999
Release order against contract 200427 Item 00010
4 UO 900870 ANTIMONY 46,000,000 LB 830.00/1,000
OXIDE
04/22/1999
Release order against contract 200427 Item 00010
========================================================= ============ ===== ===============
Total net value us USD 169,3600.00
Tax code descriptions
..........................
UO - A/P Sales Tax Exempt
Authorized by /s/Gerry Schwartz
Direct all commercial correspondence to: Direct all delivery correspondence to:
Gerry Schwartz - Purchasing Specialist Richard Mentink - Material Controller Coordinator III
Phone: 920-459-1532
Fax: 920-459-1666 Phone: 920-457-4441 Ext.: 4742
Fax: 920-459-1748
------------ -------- --------------------------------------------------------------- ----------------- ---------- ----------------
Instructions: 1. All packing lists, packages and pallets must be marked with
our purchase order number, part number, quantity and ship to address. 2. No
deliveries accepted after 2:30 pm. 3. Packing list must accompany all ships.
4. Purchase order number must appear on all invoices.
DOCUMENT NO. SEQUENCE NO. PAGE
200427 4369230 1
KOHLER Purchase Order Please enter our order for the following
444 Highland Dr. subject to the instructions on the front
Kohler, WI 53044 and the Terms and Conditions on the
reverse side hereof and/or attached
hereto. This orderexpressly limits
acceptance to the Terms and Conditions
stated herein.
9572
BILL ACCOUNTS PAYABLE DEPT. - PNA 1 KOHLER COMPANY UNITED STATES ANTIMONY CORP
KOHLER CO SHIP PLUMBING NORTH AMERICA TO 1250 PROSPECT CREEK ROAD
TO 444 HIGHLAND DRIVE 444 HIGHLAND DRIVE THOMPSON FALLS MT 59873
KOHLER, WI 53044 1541 KOHLER WI 53044 UNITED STATES
TO UNITED STATES
Date Terms Incoterms Ship Via Valid From/To
04/06/1999 1.0% - 10 DAYS FCA DESTINATION POINT YOUR TRUCK 04/01/1999 - 03/31/2004
------------ -------- ------------------------------------------------------------ ----------------------- -------- --------------
Item Tax Our Part no./description Target QTY/VALUE U/M Price per unit
++++++ +++++ +++++++++++THIS IS A BLANKET ORDER++++++++++++++++++++
MATERIALS WILL BE RELEASED BY PURCHASING ON AN "AS NEEDED" BASIS.
NOTE: THIS ORDER IS SUBJECT TO CANCELLATION BY KOHLER CO. AT ANY
TIME AT NO CHARGE TO KOHLER COMPANY.
SELLER AGREES TO DELIVER, AND KOHLER COMPANY AGREES TO PURCHASE THE FOLLOWING:
1 UO 900870 ANTIMONY OXIDE 6,000,000,000 LB 830.00/1,000
4,980,000.00
ABOVE QUANTITY IS THE TOTAL ESTIMATED REQUIREMENT FOR THE
FIVE (5) YEAR PERIOD BLANKET ORDER.
PERIOD OF ORDER TO COMMENCE 4/1/99 THRU 3/31/2004.
PRICE TO BE FIRM AT $.83 # DELIVERED FOR FIRST YEAR OF
CONTRACT, SECOND THRU FIFTH YEAR PRICE TO
ADJUST BASED ON AVERAGE MONTHLY PRICE AS NOTED IN "METAL
BULLETIN" FOR MONTH PROCEEDING DELIVERIES. BASE METAL
VALUE $1200 TO $1450 M.T. SHALL BE AT $.83 # AT ANY
PRICES ABOVE OR BELOW THIS RANGE WILL BE CHANGED AT THE
RATE OF 1 CENT LB FOR EVERY $25.00 M.T.
KOHLER AT ITS OPTION MAY PURCHASE METAL AND FIRM UP PRICING
FOR ITS OXIDE AT ANY TIME DURING THE COURSE OF THIS ORDER.
A SEMI-ANNUAL REVIEW OF THE PRICING WILL BE DONE TO ASSURE
THAT US ANTIMONY CORP. WILL REMAIN COMPETITIVE. IN THE
EVENT THEY ARE NOT (BASED ON THE ABOVE FIRM FORMULA), KOHLER
WILL HAVE THE RIGHT, AT ITS OPTION, TO MOVE BUSINESS IF US
ANTIMONY CORP. DOES NOT RESPOND TO THE COMPETITIVE SITUATION.
KOHLER SCALE WEIGHTS TO GOVERN ON DELIVERIES.
US ANTIMONY CORP AGREES TO THE FOLLOWING:
1) TO MAINTAIN IN STOCK A MINIMUM OF 80,000-120,000
POUNDS OF APPROVED ANTIMONY OXIDE AT
ALL TIMES TO SUPPORT KOHLER'S NEEDS.
2) TO KEEP KOHLER COMPETITIVE RELATIVE TO PRICING OF
ANTIMONY OXIDE.
------------ -------- ------------------------------------------------------------ ----------------------- -------- --------------
Instructions: 1. All packing lists, packages and pallets must be marked with
our purchase order number, part number, quantity and ship to address. 2. No
deliveries accepted after 2:30 pm. 3. Packing list must accompany all ships.
4. Purchase order number must appear on all invoices.
Document No. SEQUENCE NO. PAGE
200427 4369230 2
KOHLER Purchase Contract Change
444 Highland Dr.
Kohler, WI 53044
------------ -------- -------------------------------------------------------------- ------------------ -- -------- --------------
Item Tax Our Part no./description Target QTY/VALUE U/m Price per unit
THROUGHOUT THE COURSE OF THIS BLANKET ORDER.
3) IN THE EVENT ANTIMONY OXIDE DOES NOT CONFORM TO
THE SPECIFICATIONS OR AVAILABILITY OF
PRODUCT BECOMES A PROBLEM, US ANTIMONY CORP
AGREES TO PURCHASE PRODUCT OR HAVE
PROCESSED OXIDE ON THE OPEN MARKET. MATERIAL
MUST MEET KOHLER SPECIFICATIONS AND
DELIVER SUCH TO KOHLER CO. WI AT NO ADDITIONAL
COST OVER THE PRICING FORMULA AS
REFERRED UNDER "PRICE". THIS PRACTICE WILL
REMAIN IN EFFECT FOR THE TERM OF THE ORDER.
4) IN THE EVENT THE SILO CONTAINING US ANTIMONY CORP
ANTIMONY OXIDE BECOMES CONTAMINATED
WITH DEFECTIVE OXIDE FROM US ANTIMONY CORP, YOU
ALSO AGREE TO BARE THE COST OF CLEANING
OUT THE SILO AND ALL ASSOCIATE COSTS.
100% ON TIME DELIVERY REQUIRED. ENVIRONMENTAL AND SAFETY
REQUIREMENT - ACCEPTANCE OF THIS
PURCHASE ORDER IS EVIDENCE THAT THE MATERIALS SUPPLIED
CONFORM TO THE GOVERNMENTAL REGULATIONS
APPLYING TO RESTRICTED, TOXIC AND HAZARDOUS MATERIALS AND
ENVIRONMENTAL ELECTRICAL AND
ELECTROMAGNETIC REQUIREMENTS IN THE NATION WHERE THE
MATERIALS WERE MANUFACTURED.
*** Incoterms changed ***
Authorized by /s/Gerry Schwartz
Direct all commercial correspondence to: Direct all delivery correspondence to:
Gerry Schwartz - Purchasing Specialist Richard Mentink - Material Controller Coordinator III
Phone: 920-459-1532
Fax: 920-459-1666 Phone: 920-457-4441 Ext.: 4742
Fax: 920-459-1748
------------ -------- -------------------------------------------------------------- ------------------ -- -------- --------------
Instructions: 1. All packing lists, packages and pallets must be marked with
our purchase order number, part number, quantity and ship to address. 2. No
deliveries accepted after 2:30 pm. 3. Packing list must accompany all ships.
4. Purchase order number must appear on all invoices.
CONDITIONS
ACCEPTANCE OF CONTRACT
Seller shall be bound by this order and its terms and conditions when it
executes and returns the acknowledgement or when it delivers to Buyer any of the
items ordered or renders for Buyer any of the services ordered herein.
Acceptance is expressly limited to the terms and conditions stated herein. Any
additional or different terms proposed by Seller are rejected unless expressly
associated to in writing and signed by Buyer's authorized agent. All
specifications, drawings, and data submitted to Seller with this order are
hereby incorporated herein and made a part hereof.
CHANGES
The Buyer reserves the right at any time to make changes in any one or more of
the following: (a) Specifications, drawings and data incorporated in this
contract where the items to be furnished are to be specially manufactured for
the Buyer; (b) Methods of shipment or packing; (c) Place of delivery; and (d)
Time of delivery. If any such change causes an increase or decrease in the cost
of or the time required for performance of this contract, an equitable
adjustment shall be made in the contract price or delivery schedule, or both.
Any claim by Seller for adjustment under this clause price or delivery schedule,
or both. Any claim by Seller for adjustment under this clause shall be deemed
waived unless asserted in writing within ten (10) days from receipt by Seller of
the change. Price increases or extensions of the time for delivery shall not be
binding on Buyer unless evidenced by a Purchase Order Change Notice issued and
signed by Buyer.
DELIVERY
Time is of the essence in this contact and, if delivery of items or rendering of
services is not completed by the time promised, the Buyer reserves the right
without liability. In addition to its either rights and remedies, to terminate
this contract by notice effective when received by Seller as to stated items not
yet shipped or services not yet rendered and to purchase substitute items or
services elsewhere and charge the Seller with any loss incurred. Any provisions
herein for delivery of articles or the rendering of services by installments
shall not be construed as making the obligations of Seller severable. Shipments
sent C.O.D. without Buyer's written consent will not be accepted and will be at
Seller's risk. No charges will be allowed for boxing, crating or special
packaging unless expressly agreed to in writing for Buyer.
INSPECTION
Materials or equipment purchased hereunder are subject to inspection and
approval at the Buyer's destination. Buyer reserves the right to reject and
refuse acceptance of items which are not in accordance with the instructions,
specifications, drawings and data or Seller's warranty (express or implied).
Buyer will charge Seller for the cost of inspecting merchandise rejected. Items
not accepted will be returned to Seller at Seller's expense. Neither
acknowledgement of receipt by Buyer's Receiving Department nor payment for any
article hereunder shall be deemed an acceptance thereof.
WARRANTY
By accepting this order, Seller hereby warrants that the articles and services
to be furnished hereunder will be in full conformity with Buyer's
specifications, drawings and data, or Seller's samples, and will be of
merchantable quality and fit for the use intended by Buyer. Seller agrees that
this warranty shall survive acceptance of the items. Said warranties shall be in
addition to any express warranties given to Buyer by Seller.
BUYER'S REMEDIES
In the event of Seller's breach of this contract, without limiting Buyer's other
rights and remedies and notwithstanding any limitation in Seller's express
warranty or otherwise. Buyer expressly reserves the right at the election of
Buyer and without limitation of Buyer's right to recover its incidental and
consequential damages from Seller, to "cover the goods and recover from Seller
the difference between the cost of cover and the contract price, to obtain
specific performance from Seller, to reject the goods and repudiate the contract
and recover from Seller the difference between the market price and the contract
price, or to accept the goods and recover from Seller the difference between the
value of the goods and the contract price.
PROPERTY FURNISHED TO SELLER BY BUYER
Unless otherwise agreed in writing, all special dies, molds, patterns, jigs,
fixtures, inventory and any other property furnished to the Seller by the Buyer,
or specifically paid for by the Buyer, for use in the performance of this
contract, shall be and remain the property of the Buyer, shall be subject to
removal upon the Buyer's instruction, shall be marked or tagged showing it is
the property of Buyer's, shall be used only in filling orders from the Buyer,
shall be held at the Seller's risk, and shall be kept insured by the Seller at
the Seller's expense while in its custody or control in an amount equal to the
replacement cost thereof, with loss payable to the Buyer. An itemized list of
such equipment, inventory and other property held by Seller as of July 1 and
copies of policies or certificates of such insurance will be furnished to Buyer
on or before July 30th of each year.
PATENTS
Seller undertakes and agrees to defend at Seller's own expense, all suits,
actions, or proceedings, in which Buyer, any of Buyer's distributors or dealers,
or the users of any of Buyer's products are made defendants for actual or
alleged infringements to any U.S. or foreign letters patent resulting from the
use or sale of the items purchased hereunder (except infringement necessarily
resulting from adherence to specifications or drawings, other than those of
Seller's design or selection, originally submitted to Seller by Buyer) and
further agrees to pay and discharge any and all judgments or decrees which may
be rendered in any such suit, action or proceedings against such defendants
therein.
PRICE
Buyer shall not be billed at prices higher than stated on this Purchase Order
unless authorized by a Purchase Order Change Notice issued and signed by Buyer.
No Purchase Order Change Notice will be issued unless Buyer is notified at least
30 days prior to the effective date of change. Seller represents that the price
charged for the items or services covered by this order, is the lowest price
charged by the Seller to buyers of a class similar to Buyer under conditions
similar to those specified in this order and that prices comply with applicable
government regulations in effect at the time of quotation, sale or delivery.
Seller agrees that any price reduction made in merchandise covered by this order
subsequent to the placement of this order will be applicable to this order.
PAYMENT
Buyer's Vendor Code number and Purchase Order number must appear on all invoices
for payment. Buyer will not pay for shipping and transportation unless expressly
authorized by this order. Seller agrees to provide Buyer with copies of bill of
lading or express receipt evidencing the shipping charges. It is understood that
the cash discount period will date from the receipt of the goods or the invoice,
whichever is later. In no event is Buyer obligated to make payment prior to its
normal payment cycle. Payment of net billings will be made on the 25th day (or
if the 25th day falls on a weekend or holiday, the next regular business day) of
the month following the month in which the goods are received, the services
performed, or the invoice received, whichever is later.
COMPLIANCE WITH LAWS
In accepting this order, Seller represents that it has and will continue, during
the performance of this order, to comply with the provisions of all federal,
state and local laws and regulations from which liability may accrue to Buyer
from any violation hereof. By acceptance hereof, Seller certifies that the
articles and services to be furnished hereunder comply with all applicable
standards and regulations promulgated under the Occupational Safety and Health
Act of 1970.
LOCKOUT/TAGOUT REQUIREMENTS
Services and equipment provided by Seller to Buyer must comply with the
requirements of the OSHA standard entitled "Control of Hazardous Energy Sources
(Lockout/Tagout)," which is founded in 28 CFR 1910.147. Any equipment sold to or
installed for Buyer that falls within the scope of this standard (i.e., has the
capability of causing harm as a result of unexpected startup, movement or
release of energy) must be equipped with lockable energy isolating devices such
as valves, slip blanks, disconnect switches, etc., as appropriate to enable
total isolation of the equipment. Push buttons, selector switches and other
control circuit type devises do not satisfy this requirement.
Work done by Seller for Buyer must be performed in accordance with a written
lockout/tagout program if there is any possibility of injury to either Seller's,
Buyer's or other contractor's employees as described above. In the event that
Seller does not have an adequate, written program, Seller must utilize Buyer's
Lockout/Tagout Program. Regardless whose program is used, all work done under
lockout/tagout conditions must be coordinated closely between Seller and
affected Buyer employees to ensure mutual safety.
TERMINATION
Buyer may terminate this order for its convenience, in whole or in part, by
written or telegraphic notice at any time, if this order is terminated for
convenience, any claim of Seller shall be settled on the basis of reasonable
costs it has incurred in the performance of this order.
DELAYS AND CONTINGENCIES
Neither party shall be liable for failure to perform all or any part of this
order because of circumstances beyond the reasonable control of said party,
including but not limited to acts of God or of the public enemy, fire, strikes,
sabotage, embargo, war, regulations or orders of federal, state or municipal
governments, or of any administrative bureau or agency thereof, provided that
notice be given to the other party.
INDEPENDENT CONTRACTOR
Seller shall perform the work necessary for performance of this contract with
Seller's employees and agents under this control of Seller. Buyer's Standard
Contractor Clauses are incorporated herein by reference whenever they are
attached hereto or the goods are to be installed or services or the services are
to be performed on Buyer's premises or using tools or material supplied by
Buyer.
PRODUCT LIABILITY
Seller hereby indemnifies and agrees to defend Buyer against all claims for
property damage and personal injury which may arise out of the performance of
the services or the use by Buyer or other persons of the articles or completed
services furnished hereunder.
TITLE AND RISK OF LOSS
Unless otherwise stated on the face of this order, the risk of loss and
expense of transportation shift to Buyer at the F.O.B. destination with
title passing at F.O.B. destination.
TAXES
Unless the purchase is subject to sales and/or use taxes as indicated on the
front of this Purchase Order, this price shall not include sales, use, excise,
or similar state or local taxes applicable to the goods or services furnished
hereunder or the materials used therein. Where such taxes are applicable, they
shall be shown separately on Seller's invoice. For each state to which the goods
are shipped or in which the services are performed, comply with applicable
instructions.
Texas Taxes: Buyer hereby claims an exemption from payment of State and Local
Sales, Excise, and Use Taxes upon its purchase of taxable items from Seller,
This certificate will remain in effect until Seller is otherwise notified. This
certificate does not cover: 1) Purchase of taxable items to be resold without
further fabrication or manufacture; 2) Sales or rentals to any purchaser other
than permit holder; 3) Sales or rentals of motor vehicles subject to the Motor
Vehicles Sales and Use Tax (Chapter 6, Title 122A). The permit holder agrees not
to permit others (including its contractors and repairmen) to use the Buyer's
Direct Payment authorization to purchase material tax free. Buyer agrees to
accrue and pay taxes to the Comptroller of Public Accounts as required by
Statute Effect Date: September 1974.
Other State Taxes: Buyer's Exemption Certificate (if applicable) is included in
this purchase order or has previously been sent to Seller. Any questions
concerning taxes should be referred to Buyer's Tax Department located at Kohler,
Wisconsin.
EQUAL OPPORTUNITY
During performance of this order, Seller agrees as follows:
Seller will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. Seller will take
affirmative action to ensure that applicants are employed, and that employees
are treated during employment without regard to their race, color, religion,
sex, national origin, veteran or handicap status. Such action shall include, but
not be limited to the following: employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection of r training, including
apprenticeships. Seller agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the
contracting office setting forth the provisions of this nondiscrimination
clause. Seller will comply with the rules, regulations, and orders of the
Secretary of Labor issued pursuant to Executive Order 11246 of September 24,
1965, as amended.
APPLICABLE LAW
This purchase order shall in all respects be constituted by the laws of the
State from which Buyer issued it.