Sample Business Contracts

Supply Agreement - Courtaulds Fibres Ltd. and Aldila Materials Technology Corp.

Sponsored Links

                               SUPPLY AGREEMENT

This Agreement, commencing 1st January 1998 by and between:

Courtaulds Fibres Ltd, a company incorporated under the laws of England
having its registered office at 50 George Street, London W1A 2BB, England,
hereinafter referred to as "Seller"


Aldila Materials Technology Corp., 1375 Union Road, Evanston, Wy. 82930, USA
hereinafter referred to as "Buyer".


WHEREAS Seller is a supplier of various grades of carbon fibre precursor,
(hereinafter described as "the Products");

WHEREAS Buyer uses the Product * for its manufacture of carbon fibre on a
continuing basis and Seller is prepared to supply * or a mutually agreed
equivalent on such a basis;

WHEREAS Buyer and Seller wish to agree terms for the supply of the Products;



         With effect from 1st January 1998 ("the Commencement Date"), Seller
         agrees to sell to Buyer, *.

* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.



2.1      Prior to the beginning of each relevant calendar year, Buyer shall
         provide an estimate of the quantities of the Products it expects to
         require, by product, during the forthcoming year.

         Quantities will be confirmed by Buyer prior to each three month
         period, commencing with the period quarter 1, 1998.

2.2      Orders will be placed monthly or quarterly by Buyer, providing at
         least 14 days notice to quantities and schedule for the entire
         period.  Each such order shall constitute a separate contract
         between the parties.

2.3      Save as provided herein, sales of the Products shall be governed
         solely by Seller's standard written conditions of contract as set
         out in Schedule 1.

         In the event of any conflict between any such conditions and any
         terms of this Agreement, the terms of this Agreement shall prevail
         (notwithstanding Section 1(a) of the said standard conditions).

2.4      Accordingly, Seller warrants that the Products will comply with the
         specifications mutually agreed upon by the parties from time to time
         (the present specification being set out in Schedule 2), but does not
         warrant that the Products are suitable for any particular purpose.

2.5      Each order shall be delivered by Seller to Buyer's factory at
         Evanston Wy - USA according to the agreed delivery schedule, *.

* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.




3.1     The prices of the Products to be delivered pursuant to this Agreement
        shall be those determined in accordance with the provisions of this

3.2     *

* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.

3.3     *

3.4     *

3.5     *

* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.

3.6     *

3.7     *

3.8     *

3.9     *


4.1     Neither Seller nor Buyer shall be deemed to be in default hereunder if
        prevented from performing its obligations resulting from this
        Agreement by reason of any circumstance beyond its reasonable
        control, occurring after the commencement date including without
        limiting the generality of the foregoing:  acts of God, fire,
        explosion, war or acts of any government or international or
        supranational authority having jurisdiction over the parties hereto.

4.2     The party prevented from performing its obligations by reasons
        referred to in the preceding clause shall inform the other party to
        that effect by telex or facsimile transmission immediately and shall
        confirm the same by registered letter.

4.3     It is agreed that during the period of any such circumstances the
        obligations of the parties shall be suspended.  If, however, either
        Seller or Buyer is prevented or is reasonably to be expected to be
        prevented from the delivering or taking off quantities ordered
        hereunder, either party may cancel such deliveries by written notice
        to the other party.

4.4     Nothing in the foregoing shall relieve either party of any obligation
        in relation to goods already shipped, under Article 2.


        This Agreement shall not be assigned to a third party in whole or in
        part by either party without the written consent of the other party
        hereto, save that the Seller may, on giving notice to Buyer, assign
        all its rights and obligations hereunder to Courtaulds plc or any
        wholly owned subsidiary thereof, and Buyer on giving notice to Seller
        may assign all its rights and obligations hereunder to Aldila Inc.,
        or any of its subsidiaries.

* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.



6.1     This Agreement shall remain in force for a minimum period of five
        years from the Commencement Date, provided that either party may
        terminate this Agreement by 24 months written notice given at any
        time after the third anniversary of the Commencement Date.

6.2     Seller may terminate this agreement with immediate effect in the
        event that the Buyer is acquired by, or acquires an acrylic fibre
        manufacturing company.


        The present Agreement shall be governed by and construed in accordance
        with the English Law, and the parties agree to submit all other
        disputes to arbitration in London before the London Court of
        International Arbitration, whose findings shall be binding on the
        Parties, who shall waive any right of appeal.


8.1     In addition to the specific warranties contained in the Sellers
        standard written conditions of sale, as set out in Schedule 1, the
        Seller will indemnify and hold the Buyer harmless against all damages
        and costs which may be be awarded against the Buyer by any court
        resulting from any claim that the Products in the form sold to the
        Buyer (but not any processing, conversion or use of the Products or
        any downstream product resulting therefrom) infringes any valid US
        patent which is published prior to the Commencement Date or which
        issues from any patent application published in the USA prior to the
        Commencement Date which designates the USA as a territory in which
        the application is seeking patent protection, provided that:

8.2     The Buyer promptly informs the Seller of all relevant patents and
        patent applications which come to its attention and of all claims
        and allegations made concerning infringement or potential
        infringement of any patents by the Products, to the extent that such
        patent, patent application, alleged infringement or alleged potential
        infringement relates to the claim regarding infringement of a third
        party patent for which indemnification is being sought hereunder.

8.3     The Buyer gives the Seller care and control of any litigation
        initiated against the Buyer for infringement of any patent by the
        Products and signs such documents and does such things as are
        necessary for the Seller to defend such litigation and counterclaim
        against the validity of the patent in issue, all at the Sellers
        expense, and

8.4     The Buyer gives the Seller all reasonable assistance in minimising
        any liability for patent infringement as aforesaid including, if
        requested, assistance in opposing grant of relevant patents, all at
        the Sellers expense.




9.1     In the event that any provision of this Agreement is declared by any
        judicial or other competent authority to be void and unenforceable,
        the parties shall amend that provision in such reasonable manner as
        achieves the intention of the parties without illegality, and the
        remaining provisions of this Agreement shall remain in full force and
        effect, unless either party, in its discretion, decides that the
        effect of it is to defeat the original intention of the said party,
        in which event either party shall be entitled to terminate the
        Agreement forthwith.

9.2     This Agreement contains the entire agreement, between the parties in
        relation to supplies of the Products by Seller or Buyer and supersedes
        all previous Agreements on this and related subjects, which are
        hereby agreed to be cancelled.

9.3     No amendment hereto shall be binding unless in writing and signed by
        both parties.

9.4     No failure by either party to assert any right hereunder shall be
        deemed to constitute any waiver thereof.

9.5     Any notice or consent to be given or served hereunder shall be in
        writing and deemed duly served seven days after it has been placed
        prepaid in first class airmail post or immediately upon sending by
        telex or facsimile transmission to the address set out above,
        provided that the recipient's answer-back code shall have been

9.6     This Agreement may be terminated by either party should the other
        party be in default of any such of its obligations hereunder and
        have failed to rectify such default within 30 days after receipt of a
        notice of default by the defaulting party, or should the other party
        become insolvent or should any administration or receiver be appointed
        in respect of any of its assets, or should it make any composition
        with its creditors.

IN WITNESS THEREOF, the parties have caused this Agreement to be executed by
their duly authorised representatives:

COURTAULDS FIBRES LTD.                        ALDILA INC.

/s/ John Fagge                                /s/ Robert J. Cierzan
- --------------------------                    ------------------------
Date: 11/9/97                                 Date: 11/5/97



                                    SCHEDULE l

                             CONDITIONS OF CONTRACT

                                  SEE ATTACHED


                            CONDITIONS OF CONTRACT

1. General
   (a)     These conditions supersede all prior representations or
           arrangements, and contain the entire agreement between the parties
           in connection with the products (unless otherwise stated on
           Seller's order confirmation).  All other terms and conditions,
           express or implied, are excluded.  None of Seller's employees or
           agents has authority to modify or supplement these conditions or to
           accept any order except on Seller's official sales forms.
   (b)     Nothing in these conditions shall restrict the statutory rights of
           a buyer who deals as a consumer.
   (c)     References to the products include their packaging.  If Seller has
           not issued an order confirmation, "Seller's order confirmation"
           means any document issued by Seller indicating the terms on which
           the products are supplied.
   (d)     Subject to the provisions of this contract, terms defined in the
           1990 edition of Incoterms have the same meaning when used in these

2. Delivery
   (a)     Delivery or despatch dates quoted or requested, or dates when
           goods will be ready for shipment, are given or accepted by Seller
           in good faith but are not guaranteed.
   (b)     Delivery shall be made to the place(s) and by the method(s)
           specified on Seller's order confirmation (or if none, FCA Free
           carrier to the point specified on Seller's order confirmation). 
           Buyer is responsible for un-loading.  Buyer's or its carrier's
           receipt shall be conclusive evidence of delivery.
   (c)     Returnable packaging will be charged to Buyer, but if returned
           empty, clean, securely closed and in good condition within 30 days
           after receipt by Buyer, Seller will credit Buyer with the amount
           charged.  Any special packaging requirements will incur a
           non-refundable additional charge.
   (d)     Unless otherwise specifically agreed on Seller's order
           confirmation Buyer shall accept manufacturing tolerances accepted
           in the trade, and weights or quantities varying by not more than
           10% from the contract weight or quantity, and shall pay pro rata
           for the actual weight or quantity delivered.  The weight or
           quantity stated on Seller's despatch note shall be conclusive
           evidence of the amount delivered except in cases of manifest error.
   (e)     Save for the purposes of Clause 3(c), 6(b) and 7, each delivery
           shall be treated as a separate contract, and partial deliveries
           are permitted unless otherwise stated on Seller's order
           confirmation.  Accordingly, failure to make any particular
           delivery, or any breach of contract by Seller relating thereto,
           shall not affect any remaining deliveries.
   (f)     Buyer shall take delivery of the products by any date quoted by
           Seller or requested by Buyer or (if none) within a reasonable
           time.  Seller may deliver early where reasonable.  Buyer shall be
           responsible for all storage, insurance and other costs relating to
           Buyer's failure to comply with the contract.
   (g)     Buyer shall promptly supply all information and assistance required
           for Seller to execute Buyer's order.
   (h)     Where the products are supplied under any internationally
           recognised trading terms as specified in Incoterms 1990, the
           provision by Seller of the usual transport document(s) or other
           evidence of delivery by Seller.
   (i)     If Seller or its carrier is unable for any reason to place the
           products on board ship upon their arrival at the port of delivery,
           a warehouse receipt for the products shall be treated as
           sufficient delivery.
   (j)     Other than for sales ex-works Seller undertakes to obtain any UK
           licence(s) required for the export of the products from the UK by
           Seller.  Buyer undertakes to comply with any such licence(s) and
           to obtain and comply with all other necessary licenses, permits
           and consents (including all other export/import licenses).

3. Price
   (a)     Unless otherwise stated on Seller's order confirmation, prices are
           FCA and exclusive of VAT and all other duties, fees or taxes.  All
           sums due to Seller shall be paid in the currency and to the
           address stated on Seller's order confirmation, or such other
           address as Seller may require.


   (b)     Payment is due by the date and in accordance with the payment
           terms and instructions stated on the Seller's order confirmation
           but Seller may require security for payment before dispatch in the
           circumstances described in Clause 6(c).  Where discount is granted
           under the said payment terms, such discount will only be allowed
           upon payment being made before the due date (or earlier date
           stated on Seller's order confirmation for the purpose of obtaining
           discount) and payment by such date is a condition precedent to the
           allowance of discount.
   (c)     Where prices are quoted in currencies other than sterling, Buyer
           shall compensate Seller for any currency losses suffered by Seller
           as a result of Buyer's failure to pay for the products on the due
           date for payment.
   (d)     Unless prices are stated to be fixed on Seller's order
           confirmation, Seller may increase prices in accordance with
           increases in Seller's costs and/or general price list increases
           occurring after the date of Seller's order confirmation but before
           delivery.  Buyer shall pay for any increases in delivery costs
           after the date of Seller's order confirmation.
   (e)     In the circumstances described in Clause 6(c), all unpaid balances
           owing to Seller from Buyer shall become a debt immediately due and
           payable to Seller, irrespective of whether property in the
           products has passed to Buyer.
   (f)     Time of payment is of the essence of the contract.  Seller may
           change interest at * above Barclays Bank plc's base rate per
           annum for the time being (to accrue from day to day) on any sum
           owed to Seller under the contract which is not paid to the Seller
           on the due date, after as well as before any judgment.  Buyer may
           not withhold payment or make any set-off on any account.
   (g)     Seller may appropriate sums received from Buyer against any debt
           due to Seller from Buyer (under this or any other contract),
           irrespective of any purported appropriation by Buyer.

4. Seller's Warranty
   (a)     Seller warrants that upon delivery the products:
           (i)      are sold with good title; and
           (ii)     comply with Seller's current published product data
                    sheets (or, where there are none, that they comply with
                    any specification appearing on Seller's order confirmation
                    and are made with sound materials and workmanship to
                    normal standards accepted in the industry), in all
                    material respects ("Seller's Warranty").
           Seller does not warrant that the products are of satisfactory
           quality or fit for any particular purpose of or intended use by
           Buyer, and it is for Buyer to satisfy itself that the products are
           so fit.
   (b)     Seller's Warranty is given on the condition that any instructions
           of Seller relating to the products are strictly complied with.
   (c)     Buyer shall examine the products as soon as reasonably practicable
           after delivery.  Buyer shall immediately notify Seller of any
           incomplete or failed delivery, loss or damage during carriage or
           if the products fail to comply with Seller's Warranty.  Unless
           Buyer so notifies Seller within 30 days after the date when Buyer
           became or ought reasonably to have become aware of any of the
           above, and in any event before the earlier of
           (i)      6 months from the date of despatch by Seller; and
           (ii)     30 days after the products have been used or put into
           Buyer shall (subject to Clauses 4(f) and 8(a)) be treated as
           having waived all claims connected with the matter which should
           have been notified.
    (d)    Subject to notification within the period required by Clause 4(c),
           if it is shown to Seller's reasonable satisfaction that the
           products fail materially to comply with Seller's Warranty, Seller
           shall be given a reasonable opportunity to correct such failure,
           and, if Seller does not or is unable to do so, Seller will at
           Buyer's option either refund the contract price (or, if the
           products have depreciated for reasons other than Seller's default
           or have been used or put into process, a reasonable part of the
           contract price), or replace the products (if reasonably
           practicable) within a reasonable time, free of charge. Such
           correction, refund or replacement shall, subject to clause 4(f)
           and 8(a) below, be Seller's sole liability in relation to any such
           failure. Replacement products are covered by these conditions
           including Seller's Warranty. Products which are alleged not to
           comply with the contract shall as far as possible be preserved for
           inspection by Seller, and if replaced or if a refund is made
           shall be returned to Seller (at Seller's cost) if Seller
           reasonably so requests.
     (e)   Clause 4(a)(ii) does not apply to seconds, remainder stock or
           samples or to goods sold as obsolete or sub-standard.
     (f)   Seller does not exclude any liability which cannot be excluded as
           between Buyer and Seller under any United Kingdom legislation.

* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.


5.   Force Majeure
     (a)   Seller shall not be liable for any failure to comply with the
           contract related to any circumstances whatever (whether or not
           involving Seller's negligence) which are beyond Seller's
           reasonable control and which prevent or restrict Seller from
           complying with the contract (including but not limited to a
           failure of a government or relevant authority to grant or to
           delay in the grant of, any licence(s) required for the export of
           the products from the UK).
     (b)   Seller may where reasonable in all the circumstances (whether
           or not involving Seller's negligence) without liability suspend or
           terminate (in whole or in part) its obligations under the contract,
           if Seller's ability to manufacture, supply, deliver or acquire
           materials for the production of the products by Seller's normal
           means is materially impaired.

6.   Termination and Suspension
     (a)   Except where Buyer has caused or contributed to any delay, Buyer
           may (as Buyer's sole remedy, without affecting the balance of the
           contract quantity) terminate the contract by notice to Seller in
           respect of any installment of products which is not despatched
           within 60 days after any date quoted on Seller's order
           confirmation (unless the goods have been specially manufactured or
           adapted for Buyer).
     (b)   Seller may (without prejudice to its other rights or remedies)
           terminate or suspend Seller's performance of the whole or any
           outstanding part of the contract in the circumstances described in
           Clause 6(c). Seller may also suspend deliveries while
           investigating any claim relating to prior shipments (under any
           contract) of products.
     (c)   The relevant circumstances are if:
           (i)    Buyer fails to take delivery of the Products by the date
                  required under Clause 2(f) or fails to pay for the Products
                  by the due date or breaches any other term of the
                  contract: or
           (ii)   Buyer becomes bankrupt or insolvent or if a receiver or
                  encumbrancer takes possession of any material part of
                  Buyer's assets, or Buyers suffers any foreign equivalent of
                  the foregoing; or
           (iii)  Seller has reasonable grounds for suspecting that an event
                  in Clause 6(c)(ii) has occurred or will occur, or that
                  Buyer will not pay for the products on the due date, and so
                  notifies Buyer.
     (d)   In addition, Seller shall have the right, by notifying Buyer, to
           suspend deliveries under this and/or any other contract Seller may
           have with Buyer (even though Buyer is not in arrears with any
           payment) if Seller considers that the amount outstanding in the
           account of Buyer (whether actually due for payment or not) has
           reached the limit to which the Seller is prepared to allow credit
           to Buyer, whether or not such limit has been notified to Buyer.
     (c)   If Buyer provides Seller with security for the contract price,
           reasonably acceptable to Seller, within 3 working days after a
           notice has been given under Clause 6(c)(iii) or 6(d), Seller shall
           withdraw the notice.

7.   Risk and Title
     (a)   Risk in the products shall pass to Buyer upon delivery.
     (b)   However, Seller shall retain ownership of the products until
           (i)    Seller has received payment in full for the products or
           (ii)   Subject to Clause 7(c) Buyer mixes or processes the
                  products so that they lose their identity or are
                  irrecoverably incorporated in or mixed with other goods,
           (iii)  Buyer sells them at arm's length in good faith to an
                  unrelated third party.
(c)        As a separate and independent condition, Buyer agrees that in the
           circumstances described in Clause 7(b)(ii), the resulting product
           ("the Downstream Product") shall be Seller's property until the
           conditions in Clause 7(b)(i) or (iii) have been met, unless the
           value of the other goods (as measured by the price charged to the
           Buyer or, if none, the direct factory cost to the Buyer of their
           manufacture) exceeds the invoice value for the products.
(d)        Until ownership of the products or Downstream Products passes to
           Buyer, Buyer shall insure them against all usual risks to full
           replacement value, shall sell, use or part with possession of them
           only in the ordinary course of trading and shall where reasonably
           possible keep each delivery separate and clearly identified as
           Seller's property. In the circumstances described in Clause 6(c),
           Buyer's right to sell, use or part with possession of the
           products or Downstream Products shall terminate and Seller may
           recover and/or sell the products or Downstream Products and may
           enter Buyer's premises for that purpose, without prejudice to
           Seller's other remedies. If Seller recovers and/or sells the
           Downstream Products, any excess of the value of the Downstream
           Products (as reasonably estimated by Seller) over any amounts due
           to Seller

           under the contract plus Seller's costs of recovery and disposal
           shall be paid to Buyer. This obligation shall survive termination
           of the contract.

8.   Intellectual Property; and Third Party Claims
     (a)   Seller will defend Buyer against any third party claim made
           against Buyer in the United Kingdom alleging that the products as
           such, in the original state sold by Seller, infringe any patent,
           registered design, trademark, tradename or copyright effective in
           the United Kingdom, and Seller will pay any damages and costs
           finally awarded against Buyer in the United Kingdom in respect of
           such a claim. Seller may modify the products so that they cease to
           infringe so long as Buyer is not substantially prejudiced by the  
     (b)   Clause 8(a) shall not apply to the extent that the products are
           manufactured to Buyer's specification (or as provided in Clause
           (d)(i), or in respect of any use of the products not contemplated
           by Seller at the date of Seller's order confirmation.
     (c)   Buyer shall not use any trademarks or tradenames applied to or used
           by Seller in relation to the products in any manner not approved
           by Seller.
     (d)   Buyer shall indemnify Seller against any liability incurred by
           (i)    As a result of incorporating property of Buyer in the
                  products or applying any trademark, tradename or design to
                  the products, on Buyer's instructions, or complying with
                  any other instructions of Buyer relating to the products;
           (ii)   In relation to any third party claims arising from the use
                  made of or dealings by Buyer in the products (irrespective
                  of whether they involve the negligence of Seller, its
                  agents or employees). Except as provided in clause 8(a) or
                  if arising from Seller's wilful default.
     (c)   The indemnified party shall promptly notify the other of any
           relevant claim, shall comply with the other's reasonable
           requirements to minimise liability and/or avoid further liability,
           and shall allow the other conduct of any action and/or settlement
           negotiations, on reasonable terms.

           Seller shall not be liable in contract, tort or otherwise, and
           irrespective of the negligence of Seller, its agents or employees
           for any representations, advice or assistance given (under this
           contract or otherwise, and whether before or after the date of the
           contract) by or on behalf of Seller in connection with the
           products or the contract, unless and then only to the extent that
           Seller has made such representation, and/or agreed to provide such
           advice or assistance for a fee under a separate written contract
           with Buyer.

     (a) Without prejudice to any other limitation of Seller's liability
           (whether effective or not):
           (i)    In no circumstances whatever shall Seller be liable (in
                  contract, tort or otherwise, and irrespective of any
                  negligence or other act, default or omission of Seller or
                  its employees or agents) for any indirect or consequential
                  losses (including loss of goodwill, business or anticipated
                  savings), loss of profits or use, or (subject to clause
                  8(a)) any third party claims, in connection with the
                  products or the contract.
           (ii)   Except as provided under clause 8(a) Seller's total
                  aggregate liability in connection with the products or the
                  contract (in contract, tort or otherwise and whether or not
                  related to any negligence or other act, default or omission
                  of Seller or its employees or agents), is limited to the
                  contract price, ex-works and ex-VAT.
     (b)   Without prejudice to Seller's warranty, Buyer's sole remedy shall
           be in damages.
     (c)   Seller's warranty and Buyer's remedies under clause 8(a) are in
           substitution for any other warranties, obligations,
           representations, liabilities, terms or conditions (whether they
           are expressed or implied, or arise in contract, tort, or
           otherwise, and irrespective of the negligence of Seller, its
           employees or agents) in connection with the products (including
           without limitation, any relating to satisfactory quality, fitness
           for purpose, conformity with description or sample, care and skill
           or compliance with representations, but excluding implied
           statutory warranties relating to title), and all such warranties,
           obligations, representations, liabilities, terms of conditions are
           hereby expressly excluded.
     (d)   Without prejudice to clause 4(c), no action may be brought against
           Seller in connection with the Products or the contract unless
           proceedings are issued against Seller within two


           years after Buyer became or ought to have become aware of the
           circumstances giving rise thereto.
     (e)   This clause 10 applies notwithstanding any fundamental breach or
           breach of a fundamental term of the contract by Seller.
11.  Health and Safety At Work
     (a)   Buyer shall ensure that all products are safely and lawfully
           received, stored, maintained, used or applied by Buyer, and that
           Buyer obtains relevant information in Seller's possession relating
     (b)   Buyer shall ensure that all appropriate safety information
           (whether supplied by Seller, Buyer or others) is distributed and
           drawn to the attention of customers and all others (including
           Buyer's employees) who require if for the safe handling or use of
           the products.

12.  Miscellaneous
     (a)   The contract may not be assigned by Buyer without Seller's prior
           written consent.
     (b)   Notices must be in writing to Seller's or Buyer's address and are
           deemed delivered on the first working day after sending by hand or
           (subject to confirmation of transmission) by telex or facsimile,
           or, within the UK, on the third working day after being placed
           prepaid in the first class post to Buyer's or Seller's UK address.
           Qualified acceptances by Buyer on delivery notes shall not
           constitute notice of any claim or acceptance by Seller of any such
     (c)   No failure by Seller to enforce any provision of this contract
           shall be construed as a release of its rights relating thereto or
           to sanction any further breach.
     (d)   If any provision of the contract is found to be invalid or
           unenforceable it shall have effect to the maximum extent permitted
           by law, or, if not so permitted, shall be deemed deleted.

13. Law
           This contract shall be governed by and construed in accordance
           with the law of England. Buyer hereby agrees, for Seller's
           exclusive benefit, that the English courts shall have sole
           jurisdiction to hear all claims or proceedings connected with the
           products or the contract. Seller may nevertheless bring claims in
           any other courts of competent jurisdiction.


                                   SCHEDULE 2

                             CARBON FIBRE PRECURSOR

                             PRODUCT SPECIFICATIONS

          See attached:

                ALDILA INC.,


* Material omitted and filed separately with the SEC pursuant to a request
  for confidential treatment.


This page:  Material omitted and filed separately with the SEC pursuant to a
request for confidential treatment.


                                  Schedule 3

                             PRICE DIFFERENTIALS:


This page:  Material omitted and filed separately with the SEC pursuant to a
request for confidential treatment.