TITANIUM SPONGE SUPPLYAGREEMENT

1.1

As used in this Agreement, the following terms shall have the meanings as specified below:

 

“Mitsui” means Mitsui & Co. Ltd or its affiliates.

 

“Mitsui EUROPE” means Mitsui & Co. Europe PLC.

3.1

The Firm Price of the Commodity under this Agreement during each Contract Year shall be confirmed by TIMET and Toho in writing (hereinafter called the “Annual Confirmation”), which shall be made annually within thirty (30) days after the Parties have agreed the Firm Price of Commodity for the next Contract Year.  The form of the Annual Confirmation is attached hereto as Appendix C.  In the event of TIMET’s election under Article 4.3, the Annual Confirmation also will set forth the Commodity Mix (as defined below).

3.2

The Annual Confirmation shall stipulate the monthly delivery schedule of Commodity in the applicable Contract Year.

3.3

Each Annual Confirmation shall be deemed to incorporate the terms and conditions set forth in this Agreement and the Consignment Agreement.  If there is any conflict or difference in interpretation between this Agreement and any Annual Confirmation, the terms and conditions of this Agreement shall supersede those of said Annual Confirmation, and any such conflicting or different terms or conditions shall be deemed rejected by the other Party, unless such conflicting or different terms or conditions are incorporated into the relevant Annual Confirmation by writing or typing conspicuously on the Annual Confirmation and identifying the specific changes to this Agreement as an amendment and signed by the duly authorized representatives of TIMET and Toho.

 

4.1

For Contract Year 2010, the Firm Annual Quantity shall be * metric tons (“MT”) of Commodity, and for Contract Year 2011, the Firm Annual Quantity shall be * MT of Commodity.

4.2

For Contract Years 2012 to 2024, the Firm Annual Quantity shall be * MT of Commodity.

4.3

Upon eighteen (18) months advance written notice to Toho commencing with the supply of the Commodity for Contract Year 2014 and continuing for the remaining term of the Agreement, TIMET may elect to convert up to * MT per year of Structural Grade Commodity to Standard Disc Quality Commodity; provided that TIMET provides the reasonable and necessary assistance to Toho to qualify the Standard Disc Quality Commodity for rotor grade approval.  Toho agrees to cooperate fully with TIMET to qualify the Standard Disc Quality Commodity for rotor grade approval.  In addition, upon eighteen (18) months advance written notice to Toho commencing with the supply of Commodity for Contract Year 2014 and continuing for the remaining term of the Agreement, TIMET may elect to convert in excess of * MT per year of Structural Grade Commodity to Standard Disc Quality Commodity.  In this event the Parties will meet to discuss and agree upon the excess volume of titanium sponge that can be so converted.  In addition, upon eighteen (18) months advance written notice to Toho, TIMET may elect to convert Structural Grade Commodity to Standard Disc Quality Commodity for supply in a Contract Year prior to Contract Year 2014, and in this event the Parties will meet to discuss and agree upon the volume of titanium sponge that can be so converted.

4.4

In the event of TIMET’s election to convert Commodity as set forth in Article 4.3, TIMET will provide notice to Toho on or prior to June 30th of the year that precedes the Contract Year in which the Commodity shall be supplied (e.g. June 30th 2015 for Contract Year 2016) setting forth the quantity of Structural Grade Commodity and Standard Disc Quality Commodity (up to a maximum of * MT of Standard Disc Quality Commodity or such higher amount to which the Parties agree) to be supplied in the upcoming Contract Year (hereinafter the “Commodity Mix”).

 

5.1

On or prior to June 30th of the year that precedes each Contract Year, Toho will provide to TIMET the price for the Commodity for the upcoming Contract Year.  (In the event that there is a Cost Adjustment (as defined below) or a Currency Adjustment (as defined below) applicable to the upcoming Contract Year, Toho will provide to TIMET the price for the Commodity by July 31st of the year that precedes such upcoming Contract year.) The Parties will engage in negotiation within the applicable price ranges detailed in Article 5.3, and will take into consideration the market situation of titanium sponge in their final agreement on the price of Commodity to be reached by September 30th of the year that precedes such Contract Year (the “Firm Price”).  If no agreement is reached by September 30th, the terms of Article 6 shall apply.

5.2

The Firm Price shall be set out in each Annual Confirmation issued pursuant to Article 3.1. All prices are stipulated in U.S. Dollars per kilogram, DDU (notwithstanding any provisions of the Consignment Agreement, as defined in INCOTERMS 2000) Consignment Place basis, and the Firm Price shall be held final and binding on both Parties for the applicable Contract Year.

5.3

The permissible price ranges for the minimum and maximum Firm Price shall be as set forth in the table below, as adjusted pursuant to Articles 5.4 and 5.5 below. The price range below, adjusted as applicable, for the Commodity shall be applicable for each Contract Year during the term of this Agreement.

        Specification

        Structural Grade

*

*

        Standard Disc Quality

*

*

5.4

 

(a)

Beginning with Contract Year 2015 and ending with Contract Year 2019, Toho will have a one-time option to elect an upward adjustment in the minimum and maximum values of the price ranges set forth in Article 5.3 (the “Cost Adjustment”) if Toho’s aggregate costs for certain defined raw materials and production costs (i.e. titanium feedstock, energy and labor) increase by * or more from the defined base levels set forth in Article 5.4(b).  If elected, the Cost Adjustment will be calculated according to the formula described in Article 5.4(b).  Toho must send to TIMET written notice of Toho’s election to make the Cost Adjustment by July 15 of the Contract Year preceding the Contract Year to which the Cost Adjustment would apply.

 

(b)

The formula to compute the Cost Adjustment to be applied to the minimum and maximum values for the price ranges set forth in Article 5.3 will be as follows:

 

(c)

In addition, in Contract Year 2019, a mandatory calculation will be made, and the minimum and maximum values of the price range for Contract Years 2020 through 2024 will be increased or decreased to reflect changes in the aggregate costs for the defined raw materials and production costs (i.e., titanium feedstock, energy and labor) from the BM-F, BM-E and BM-L.

 

(i)

If the aggregate costs reflected in (i) the RI-F during the RI-F Measurement Period and (ii) the RI-E and RI-L for the 12 months ending March 31, 2019 do not exceed the aggregate costs of the BM-F, BM-E and BM-L by * or more, the price range for Contract Years 2020 through 2024 shall be the original price range of * to * (adjusted for currencies if applicable).

 

(ii)

If the aggregate costs reflected in (i) the RI-F during the RI-F Measurement Period and (ii) the RI-E and RI-L for the 12 months ending March 31, 2019 exceed the aggregate costs of the BM-F, BM-E and BM-L by * or more, the minimum and maximum values of the price range for Contract Years 2020 through 2024 will be adjusted using the formula set forth in Article 5.4(b).  For purposes of clarity, in no event will the minimum and maximum values of the price range be decreased below the original price range of * to *.

 

(d)

With respect to the Benchmark and Reference Indices for feedstock (i.e., the BM-F and the RI-F), TIMET shall be permitted upon advance written notice to audit Toho’s books and records to verify the actual and estimated purchase costs incurred to purchase all rutile feedstock for all periods relevant to the Cost Adjustment calculation.

 

(e)

The Parties shall complete the calculation of the Cost Adjustment to the price range by July 31 preceding the Contract Year to which the Cost Adjustment would apply.

5.5

 

(a)

Beginning in Contract Year 2015 and for every year thereafter for the remaining term of the Agreement, the minimum and maximum values of the price range will be adjusted as described below (hereinafter referred to as the “Currency Adjustment”) in the event that the exchange rate of Japanese Yen per one (1) United States Dollar, measured by the simple average of the daily midpoint exchange rates as published by the Bank of Tokyo Mitsubishi (the “Average Rate”) for the 12 month period from July 1 to June 30 of the previous year (the “Measurement Period”) increases or decreases by more than * Yen from the target exchange rate of * Yen per USD (the “Target Rate”.)  In any Contract Year in which a Cost Adjustment is made, such Cost Adjustment will be made prior to any Currency Adjustment.  If for any reason the Bank of Mitsubishi Tokyo ceases to publish the simple average of the daily midpoint exchange rates of the Japanese Yen, the Parties shall mutually agree to a substitute bank for such information.

 

(b)

If the Average Rate during the Measurement Period does not decrease below * Yen per USD or does not increase above * Yen per USD, there will be no Currency Adjustment to the price range for the corresponding Contract Year (the range from * Yen per USD to * Yen per USD is hereinafter referred to as the “Dead Zone”).

 

(c)

If the Average Rate during the Measurement Period falls outside of the Dead Zone, the price range will be adjusted according to the following formula:

 

(d)

The Parties shall complete the calculation of the Currency Adjustment to the price range by July 31 preceding the Contract Year to which the Currency Adjustment would apply.

6.1

In the event that TIMET and Toho fail to agree on the Firm Price of the Commodity for any Contract Year pursuant to the provisions set forth in Article 5 on or before September 30th of the preceding Contract Year (the “Price Disagreement”), the terms and conditions of this Article 6 shall apply.

6.2

In case that the following Contract Year is an odd year:

 

(a)

Within 10 Business Days after September 30th, Toho shall make an offer to TIMET in writing (hereinafter called “Toho’s Final Offer”), which will consist of the lowest prices (within the applicable price range) at which Toho is willing to sell the Firm Annual Quantity of the Commodity for such Contract Year.

 

(b)

Within 10 Business Days after the receipt of Toho’s Final Offer, TIMET shall respond to Toho in writing as follows:

 

(i)

by accepting Toho’s Final Offer; or

 

(ii)

by making its final offer price to Toho (hereinafter called “TIMET’s Final Counteroffer”), which will consist of the highest prices (within the applicable price range) at which TIMET is willing to purchase the Firm Annual Quantity of the Commodity for such Contract Year.

 

(c)

Unless the price of Commodity is mutually agreed by both Parties within 10 Business Days after Toho’s receipt of TIMET’s Final Counteroffer, the price of Commodity stipulated in TIMET’s Final Counteroffer shall be deemed to be accepted by Toho and to be the Firm Price.

6.3

In case that the following Contract Year is an even year:

 

(a)

Within 10 Business Days after September 30th, TIMET shall make an offer to Toho in writing (hereinafter called “TIMET’s Final Offer”), which will consist of the highest prices (within the applicable price range) at which TIMET is willing to purchase the Firm Annual Quantity of the Commodity for such Contract Year.

 

(b)

Within 10 Business Days after the receipt of TIMET’s Final Offer, Toho shall respond to TIMET in writing as follows:

 

(i)

by accepting TIMET’s Final Offer; or

 

(ii)

by making its final offer price to TIMET (hereinafter called “Toho’s Final Counteroffer”), which will consist of the lowest prices (within the applicable price range) at which Toho is willing to sell the Firm Annual Quantity of the Commodity for such Contract Year.

 

(c)

Unless the price of Commodity is mutually agreed by both Parties within 10 Business Days after TIMET’s receipt of Toho’s Final Counteroffer, the price of Commodity stipulated in Toho’s Final Counteroffer shall be deemed to be accepted by TIMET and to be the Firm Price.

7.1

On or before January 31st following each Contract Year, Toho will calculate the amount of Commodity actually sold by Toho to TIMET hereunder for the immediately preceding Contract Year and shall advise TIMET in writing of the result of such calculation (hereinafter called the “Calculation Notice”).  If TIMET objects to such calculation, it shall advise Toho in writing of its objection within twenty-one (21) days after receipt of the Calculation Notice.  The date on which the Parties agree in writing as to such calculation shall be referred to as the “Calculation Date.”

7.2

If, for any reason other than Force Majeure (as defined in Article 15) or Toho’s failure to deliver the Commodity, TIMET fails to take the full amount of the Firm Annual Quantity, TIMET shall pay Toho USD * per kilogram (hereinafter referred to as the “Take or Pay Payment”) for the difference between the Firm Annual Quantity and the quantity of Commodity actually purchased by TIMET during the relevant Contract Year.  TIMET will pay to Toho the amount of the foregoing liquidated damages within thirty (30) days after the Calculation Date.  Beginning in Contract Year 2020 and for the remaining term of this Agreement, the “Take or Pay Payment” shall be reduced to USD * per kilogram.

7.3

The liquidated damages in the amount of the Take or Pay Payment stipulated in Article 7.2 shall settle all the damages arising from TIMET’s failure to take delivery of the full amount of the Firm Annual Quantity.

 

10.1

The shipment of Commodity hereunder shall be made in accordance with the delivery schedule in the Annual Confirmation. Toho agrees to deliver the Commodity within fifteen (15) days before or after the delivery schedule in the Annual Confirmation.  If any scheduled shipment (other than due to Force Majeure) is delayed by more than sixty (60) days from the scheduled delivery date, and the Commodity held in Consignment is not sufficient to cover for such late delivery, TIMET may, at its sole election, provide written notice to Toho of TIMET’s election to (i) cancel the shipment and purchase an equivalent volume of Commodity from an alternate supplier, without liability to TIMET in which case Toho shall pay to TIMET within thirty (30) days after receipt of TIMET’s notice of election liquidated damages in the amount of the Take or Pay Payment applicable to such Contract Year per kilogram of Commodity of which shipment is cancelled as full settlement of all the damages arising from the delayed delivery; or (ii) take delivery of the delayed Commodity within forty-five (45) days of receipt of TIMET’s notice of election, and Toho agrees to supply the Commodity to TIMET on a first priority basis, with time of the essence in performance, until all TIMET’s orders have been brought current with the original delivery schedule.  The purchase from alternate suppliers shall be deemed a purchase under this Agreement for the purpose of determining TIMET’s annual purchase amount under Article 7.

10.2

TIMET shall use commercially reasonable efforts to schedule the shipments of Commodity to be evenly spread by calendar quarter (and also evenly spread in each calendar month) during each Contract Year.  The Parties understand, however, that actual quantities of Commodity to be purchased and taken delivery of by TIMET may vary upward or downward from quarter-to-quarter and month-to-month, depending on TIMET’s production requirements and availability of Commodity and on the production of Commodity at the Toho Facility.  For the avoidance of doubt, the actual quantity of Commodity to be delivered in each Contract Year shall in no way affect the obligation of TIMET or Toho with regard to delivery of the entire Firm Annual Quantity throughout the relevant Contract Year.

 

11.1

Toho warrants to TIMET that Toho holds and will pass marketable title to the goods sold under the Consignment Agreement.

11.2

Toho warrants to TIMET that Commodity shall strictly conform to the applicable Specification.

11.3

In the event that Commodity sold by Toho to TIMET hereunder does not conform to the warranty set forth in Article 11.2 above, then Toho shall, at its sole cost and expense, remove or otherwise dispose of such non-conforming Commodity and replace it promptly with an equivalent quantity of Commodity which conforms to such warranty.  Toho’s obligation to remove or dispose of and replace non-conforming Commodity with conforming Commodity shall not be applicable in the event TIMET fails to give notice of such non-conformity as provided for in Article 12.

11.4

Except for such warranties, no warranties whatsoever, express or implied, with respect to any quantities of Commodity delivered to TIMET hereunder are made by Toho and Toho expressly disclaims any warranty of merchantability, express, implied or statutory, with respect to such quantities of Commodity, and further disclaims any warranty of fitness for any purpose.

 

 

13.1

This Agreement shall come into effect on the 14th day of November 2007 and remain effective until 31st December 2024 (the “Termination date”).

13.2

This Agreement shall terminate upon the occurrence of any of the following:

 

(a)

the Termination Date;

 

(b)

exercise of the right to terminate this Agreement set forth in Article 13.3 or 13.4 below.

13.3

If either Party commits a material breach of this Agreement, the Annual Confirmation or the Consignment Agreement, the non-breaching Party may give a written notice demanding the breaching Party to remedy such breach, if such breach is capable of being remedied.  If the breaching Party fails to remedy the same within ninety (90) days (or fails to commence efforts to remedy the same within thirty (30) days) after receipt of such notice or such breach is not capable of being remedied, the non-breaching Party has a right to terminate this Agreement immediately by written notice to the breaching Party.

13.4

Either Party has a right to terminate this Agreement immediately if bankruptcy, insolvency, reorganization proceedings, or any other proceedings analogous in nature or effect, are instituted by or against the other Party, or the other Party is dissolved or liquidated, whether voluntarily or involuntarily, or if a receiver or trustee is appointed for all or a substantial part of the assets of the other Party or if the other Party makes an assignment for the benefit of creditors generally.

13.5

The termination of this Agreement shall not affect the rights of the Parties that have accrued hereunder prior to such termination.

13.6

Notwithstanding Clause 5 of the Consignment Agreement, both Parties agree not to terminate the Consignment Agreement unless this Agreement is terminated.

13.7

An obligation to pay under Article 7 or Article 10.1 if accrued prior to the date of termination of this Agreement, shall survive the termination of this Agreement.

 

 

15.1

Neither Party shall be liable for a failure to perform or delay in performing all or any part of this Agreement, the Consignment Agreement, or of any Annual Confirmation when such failure or delay is 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, plague or other epidemics, laws, governmental orders, regulations, sanctions or restrictions, war (whether declared or not), armed conflict, or the serious threat of the same, hostilities, mobilization, blockade, embargo, detention, revolution, riot, looting, lockout, strike or other labor dispute or unavailability of transportation (each an event of “Force Majeure”).

15.2

If any of the events of Force Majeure occurs and the failure or delay caused thereby cannot be cured within ninety (90) days, any part of the Annual Confirmation affected thereby shall be deemed not to form a part of such Annual Confirmation and the Parties shall be discharged from any relevant obligations thereunder accordingly.

15.3

The Party affected by an event of Force Majeure shall promptly notify the other Party, in writing, as to its commencement and termination.  The Party so affected shall take commercially reasonable steps to resume performance hereunder with the least possible delay.

15.4

In the event of any Force Majeure occurring, both Parties shall use their commercially reasonable endeavours to find out possible lawful means to minimize the loss and damage resulting from such circumstances and may also seek alternative means to give effect to the objects of this Agreement.

 

16.1

If there shall be any dispute under this Agreement (excluding that related to the Price Disagreement set forth in Article 6), the regular representatives of the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair to the Parties. If one Party notifies another Party that a dispute has arisen and the Parties are unable to resolve such dispute within a period of thirty (30) days from such notice, then the matter shall be referred to arbitration under Article 16.2

16.2

If a dispute is not resolved in the manner and within the period described in Article 16.1, the dispute shall be referred by either Party for final settlement by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. One arbitrator appointed in accordance with said Rules shall decide the matters in dispute.

16.3

The place of arbitration shall be New York City, New York, USA. The costs of arbitration, including reasonable attorneys’ fees, shall be awarded as the arbitrator shall equitably determine. The award shall set forth the legal and factual bases therefor.

16.4

The award of the arbitrator shall be final and binding and not subject to any appeal.  Judgment on the award may be entered in any court having jurisdiction thereof or having jurisdiction over the unsuccessful Party or its assets.

16.5

When adjudicating a dispute or proceeding among the Parties, the arbitrator shall be instructed to first apply the contractual provisions hereof and the mutual intent of the Parties as set forth in this Agreement and any Annual Confirmations that are part of such dispute or proceeding.

16.6

If a dispute, controversy or claim other than an issue of material breach is submitted to arbitration pursuant to this Article 16, the Parties, during the period of such arbitral proceedings and pending the making of an arbitral award, shall continue to perform their respective obligations under this Agreement insofar as the circumstances reasonably shall allow without prejudice to a final adjustment in accordance with the arbitral award made in respect of that dispute, controversy or claim.

 

 

 

 

20.1

 

(a)

Neither Party shall disclose to any other person any information relating to or referring to the matters in this Agreement that such party (the “Receiving Party”) has received from the other party except:

 

(i)

to the extent such information was in the lawful possession of the Receiving Party without confidentiality restrictions prior to its receipt thereof from the disclosing Party;

 

(ii)

to the extent such information is or becomes public knowledge without the fault of the Receiving Party;

 

(iii)

where disclosure is required by law or is made in compliance with the order of any court of competent jurisdiction or by the rules or regulations of any stock exchange on which any securities of the Parties or any of their affiliates are registered, or any regulatory or statutory body;

 

(iv)

in the case of Toho, to Mitsui, Toho’s or Mitsui’s subsidiaries or  affiliates, or employees, consultants, advisors, lawyers, accountants or bankers of any of the foregoing, provided that such recipients of information are made aware of the confidentiality of such information;

 

(v)

in the case of TIMET, to its subsidiaries, its affiliates or its or its subsidiaries or affiliates’ employees, consultants, advisors, lawyers, accountants or bankers, provided that such recipients of information are made aware of the confidentiality of such information

 

(vi)

where it is independently developed by it or any of its affiliates without usage of any information that is confidential under this Agreement;

 

(vii)

is or becomes available to the Receiving Party on an unrestricted basis from a source having a right to make such disclosure; or

 

(viii)

is made available on an unrestricted basis by a third party.

 

(b)

The Parties will attempt to limit the exchange of information relating to or referring to the matters dealt with in this Agreement to only such information reasonably necessary for the purposes of this Agreement.

 

 

21.1

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

21.2

Neither Party shall assign, transfer or otherwise dispose of its rights or obligations under this Agreement and the Annual Confirmation, in whole or in part, without the prior written permission of the other Party which will not be unreasonably withheld.

 

22.1

No failure to exercise or delay in exercising any right or remedy under this Agreement, the Consignment Agreement, or under any Annual Confirmation 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.

22.2

The rights and remedies provided herein are cumulative and not exclusive of any rights and remedies provided by law, in equity or otherwise.

 

 

24.1

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 mail, postage prepaid, or e-mail or facsimile (with confirmation by registered mail, postage prepaid) to the Party at its address set forth below or to such other address as may from time to time be notified by any Party to the other in accordance with this Article 24.1:

24.2

All notices shall be deemed to have been given when duly transmitted by e-mail or facsimile or seven (7) days after such notice has been deposited in the mail and sent by registered mail as the case may be.

 

 

 

 

 

 

 

 

 

 

 

1.1

This specification covers the manufacture of titanium sponge for use in making titanium products for standard quality (SQ) applications.

 

1.2

Titanium sponge produced to this RMS shall be made by the Kroll process of Magnesium Reduction of Titanium Tetrachloride followed by the Vacuum Distillation Process (VDP).

 

1.3

Titanium sponge applied to this specification shall be produced in accordance with a method of manufacture (MOM) approved by TIMET.  No changes shall be made to the approved method of manufacture without prior TIMET approval as defined in TIMET RMS 1001.

 

 

 

3.1

ASTM E10, Standard Test Method for Brinell Hardness of Metallic Minerals.

 

3.2

ASTM E2371, Standard Test Methods for Chemical Analysis of Titanium and Ti Alloys.

 

3.3

TIMET RMS 1001, Standard Aerospace and Industrial Application Raw Material Quality System Requirements.

 

 

4.1

Composition:

 

 

 

 

 

 

 

 

Element

Chemical Composition (wt% max)

*

C

*

Cl

*

Cr

*

Fe

*

Mg

*

N

*

Ni

*

O

*

Si

*

Sn

*

Other elements, each

*

Other elements, total

*

Titanium

remainder

Brinell Hardness (BHN)*

*

 

4.2

Sizing: Particle size requirements shall be specified on the purchase order:

*

*

*

*

*

*

*

*

*

 

4.3

Quality:

 

4.3.1

*

 

4.3.2

Unless otherwise agree upon, sponge shall be 100% visually inspected to an established procedure to ensure the lot is clean, free from high density inclusions, oxides, nitrides, slag particles, discolored particles, non-metallic, and all other foreign materials (impurities).

 

 

 

 

 

 

 

 

 

 

 

6.1

*

 

6.2

TIG welding to fabricate drums is prohibited.

 

6.3

*

 

 

 

 

9.1

Sponge not conforming to this specification or RMS 1001 shall be subject to rejection.  Sponge accepted by TIMET, which subsequently reveals defective material not detected at the place of manufacture or in the lot sample, shall be subject to rejection.

 

9.2

Titanium sponge arriving in damaged containers or contaminated by water, mud, rust, etc., may be disqualified for this specification and subject to rejection.

 

9.3

The supplier may apply, in writing using the forms identified in RMS 1001, to TIMET for an exemption to any requirement listed in this specification or the purchase order.  The supplier must receive a written authorization to ship non-conforming material prior to shipping.

 

 

10.1

The supplier shall maintain a suitable quality program to ensure consistent quality products are delivered to TIMET.

 

10.2

The supplier shall submit a Method of Manufacture (MOM) to TIMET that defines all applicable process steps and controlling procedures and parameters (including, but not limited to, supplier sources/methods/materials, reaction vessel sizes, crushing, sampling, inspection, packaging, and shipping).

 

10.2.1

This MOM constitutes a Fixed Practice Agreement (FPA) with TIMET.

 

10.2.2

No changes to this MOM are permitted without prior TIMET approval via a Process Change Request (PCR).

 

10.3

The supplier shall ensure their quality program has incorporated appropriate protective measures to provide sponge free of particles that can cause high-density or low-density inclusions, oxides, nitrides, and/or other foreign materials and contaminants.

 

10.4

Sponge that has evidence of being air contaminated (e.g., discolored particles subject to burn) shall be completely removed for application to this specification.  Equipment (e.g., vessel, lid, etc.) that has experienced a fire/air contamination event must be thoroughly cleaned and subsequently inspected and accepted to established standards prior to being returned to service for sponge applied to this specification.

 

 

 

Revision 0:           09 Nov 07

Original issue.

 

 

 

 

 

 

 

 

 

/s/ Michael Hausman

8 Nov 07

/s/ Paul Godown

8 Nov 2007

Quality & Technology Manager, Morgantown

Date

Purchasing Manager, Morgantown

Date

/s/ JR Berger

08 Nov 07

/s/ Margaret Bolding

08 Nov 07

Quality & Technology Manager, Henderson

Date

Purchasing Manager, Henderson

Date

/s/ RK Bolingbroke

9 Nov 07

/s/ J Horodecky

9 Nov 07

Quality & Technology Director, UK

Date

Purchasing Manager, Europe

Date

/s/ Y Millet

9 Nov 07

Quality & Technology Manager, Savoie

Date