CONFIDENTIAL PORTIONS OF MATERIAL HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE REDACTED MATERIAL HAS BEEN INDICATED
WITH AN ASTERISK IN BRACKETS ([*]).
SUPPLY AGREEMENT
between
Euroball Aps
and
AB SKF
Page 1 of 23
TABLE OF CONTENTS
1. DEFINITIONS................................................................4
2. SUPPLY AND PURCHASE OF PRODUCTS............................................5
3. NEW AND DISCONTINUED PRODUCTS..............................................7
4. PRICES.....................................................................8
5. PAYMENT AND DELIVERY TERMS.................................................9
6. ORDERING AND SUPPLY PROCEDURE..............................................9
7. DELAYS....................................................................12
8. QUALITY...................................................................13
9. PRODUCT WARRANTY; INSPECTIONS.............................................13
10. PATENT INFRINGEMENT.......................................................15
11. TREATMENT OF INFORMATION..................................................16
12. NEGOTIATIONS..............................................................16
13. SKF GENERAL CONDITIONS OF PURCHASE........................................17
14. DURATION..................................................................18
15. TERMINATION...............................................................18
16. MISCELLANEOUS.............................................................18
17. GOVERNING LAW AND SETTLEMENT OF DISPUTES..................................21
Page 2 of 23
This SUPPLY AGREEMENT is entered into as of April 6, 2000 by and between
Euroball Aps, reg. No, 10020417, a limited liability company duly incorporated,
organized and existing under the laws of Denmark (hereinafter called
"Euroball"), and
AB SKF, reg. no. 556007-3495, a limited liability company duly incorporated,
organised and existing under the laws of Sweden (hereinafter called "SKF");
The above parties are individually referred to as a "Party" and collectively as
the "Parties".
WITNESSETH:
WHEREAS Euroball and its Affiliates (as defined below) are manufacturing the
Products (as defined below);
WHEREAS SKF and certain of its Affiliates use the Products in their production
of ball bearings and other products;
WHEREAS SKF holds 23 per cent of the shares in Euroball A.S.;
WHEREAS Euroball and its Affiliates have got ball manufacturing units in Eltmann
(Germany), Pinerolo (Italy) and Kilkenny (Ireland) (the "EB Facilities");
WHEREAS the Parties wish to establish a long term close relation relating to the
supply of the Products;
WHEREAS the Parties now wish to record the detailed basis upon which Euroball
will supply the Products to SKF.
Page 3 of 23
NOW THEREFORE, the Parties have agreed as follows.
1. DEFINITIONS
1.1 "Agreement" means this document, the Exhibits annexed hereto and SKF
Supplier Delivery Concept (as amended from time to time).
1.2 "Contract Year" means the six consecutive 12 month periods beginning upon
signing of this Agreement and ending at the expiration thereof.
1.3 "Euroball Group" means the group of companies of which Euroball from time
to time is the ultimate parent company.
1.4 "Euroball Affiliate" shall mean any company belonging to the Euroball Group
other than Euroball.
1.5 "Force Majeure" shall mean industrial disputes and any other circumstance
beyond the control of a Party such as fire, war (whether declared or not),
extensive military mobilization, insurrection, requisition, seizure,
embargo, and restrictions in the use of power.
1.6 "Euroball Supply Unit" shall mean any production unit of any company within
the Euroball Group.
1.7 "New Product" shall mean a new size and/or a new grade.
1.8 "Products" means the Euroball products set forth in Exhibit 1.8 hereto,
whenever applicable as amended pursuant to Section 3 below.
Page 4 of 23
1.9 "SKF Affiliate" shall mean any company belonging to the SKF Group other
than SKF.
1.10 "SKF Group" means the group of companies of which AB SKF from time to time
is the ultimate parent company.
1.11 "SKF Production Unit" shall mean the production unit of the companies
within the SKF Group listed in Exhibit 1.11.
1.12 "Specification" means the technical specification for each of the Products
specified in the SKF Material Specifications (Exhibit 1.12) as amended from
time to time.
1.13 "Supply Channel Contract" shall have the meaning set forth in Section 6
below.
2. SUPPLY AND PURCHASE OF PRODUCTS
2.1 Pursuant to the terms of this Agreement, Euroball hereby agrees to
manufacture and supply to SKF the Products ordered by SKF, and SKF agrees
to purchase from Euroball the Products ordered by SKF hereunder.
2.2 Total ball purchases by SKF Production Units located in Europe were [*]
Euro in 1999 ("1999 Euro Total") and [*] tons (the "1999 Tonnage"). Of
those amounts, [*] Euro (the "EB purchase Level") and [*] tons (the "EB
Tonnage Level") were purchased from NN Ball & Roller, Inc. USA and the EB
Facilities. SKF shall, in each Contract Year purchase from Euroball
(deducted purchases made by SKF Production Units located in Europe from NN
Ball & Roller USA) at least, either the EB Purchase Level or the EB
Tonnage. If in any Contract Year actual total ball
Page 5 of 23
purchases by SKF Production Units located in Europe change from the 1999
Euro Total or the 1999 Tonnage the EB Purchase Level and the EB Tonnage
Level, shall be changed proportionately. SKF shall provide annual reports
to Euroball detailing total ball purchases (in value as expressed in euro
and pieces by size) by SKF Production Unit located in Europe.
Total SKF 1999 ball purchases from the EB Facilities for its bearing
production outside of Europe were [*] Euro and [*] tons and SKF shall, in
each Contract Year purchase at least either of such amounts from Euroball
subject to variations in purchase requirements due to market conditions.
The obligations in this Section 2.2 shall not apply in relation to SKF's
requirement of Products intended for manufacture of any products by SKF to
be supplied in countries or to certain customers where SKF, at SKF's
reasonable discretion, needs to fulfil demands concerning local content and
the Products do not fulfil such demands for local content. SKF shall in
such case give written evidence to Euroball showing these requirements and
SKF agrees to make best effort to use all other component parts to meet the
requirements before it uses balls to meet the requirements.
SKF shall not be deemed to be in breach of this Section 2.2 if the breach
is due to Euroball or a Force Majeure situation.
2.3 Euroball itself or with its approved subcontractors shall reserve and/or
maintain sufficient capacity to meet all of SKF's requirements of Products
in both peak and down time market conditions, and shall ensure the timely
deliveries of the Products.
Page 6 of 23
2.4 Euroball shall, after prior written approval by SKF, have the right to use
sub-contractors when manufacturing Products to be sold to SKF under this
Agreement. The use of such subcontractors will not relieve Euroball from
the responsibility for ensuring the quality of the subcontractors'
material, parts and services. SKF confirm that, at the date of this
Agreement, NN Ball & Roller, Inc. ("NNBR") should be considered as an
approved subcontractor.
2.5 In case Euroball divests a Euroball Supply Unit (through a sale of shares
or assets or otherwise, or through a merger or joint venture with a third
party), Euroball shall prior to such divestiture (i) confirm to SKF that
Euroball and its approved subcontractors have sufficient capacity to
replace the divested capacity or (ii) cause the entity which will own such
Euroball Supply Unit following such divesture to be bound towards SKF to
continue to supply Products pursuant to the conditions of this Agreement
during the term hereof, and to confirm to SKF that it will be so bound.
2.6 In case SKF determines to shift production from SKF Production Units
located in Europe, whether by closing a plant, moving a production line,
decreasing European production levels, or otherwise, SKF shall give
Euroball at least [*] prior written notice and shall give
Euroball the right of first refusal to continue to supply the ball
purchases of such shifted production (directly or, subject to required
quality and customer approvals, through a parent or Affiliate) at
competitive market prices.
3. NEW AND DISCONTINUED PRODUCTS
3.1 The Parties may during the term of this Agreement agree that certain New
Products shall be added. Such changes shall be recorded in the form of a
written amendment
Page 7 of 23
to Exhibit 1.8 setting forth (a) such New Product (b) the Specifications of
any New Product, (c) the date when a New Product will be introduced, and
(d) the price for such New Product to be applied at the time such amendment
is executed. Such written amendment shall be executed in duplicate by each
Party and added to this Agreement and shall thereafter be considered as
valid. Each Party shall keep one copy of such written amendment.
3.2 In case SKF should no longer require one or more Products in its own
production, SKF shall have the right to unilaterally delete such Products
from Exhibit 1.8.
4. PRICES
4.1 The prices for Products shall during each Contract Year not exceed those
set forth in Exhibit 1.8. Initially, Exhibit 1.8 shall be in effect through
December 31, 2000, and shall then be amended for January 1, 2001, through
June 30, 2001, and then shall be amended for each Contract Year. In
addition SKF may elect to apply the price list to be effective January 1,
2001, at an earlier date, provided that all SKF Production Units
simultaniously move to such pricing.
4.2 SKF and Euroball shall continuously work on programmes to reduce the total
costs for Products and the process for supply and delivery of Products
aiming at reducing (i) costs in the internal SKF process; (ii) costs in the
internal Euroball process; (iii) costs in the combined SKF and Euroball
processes; and (iv) costs for the Products. The Parties shall during the
work on such programmes and the implementation thereof forward to each
other full details on any such costs and any savings resulting therefrom,
and the Parties shall discuss in good faith the sharing of any such savings
Page 8 of 23
pursuant to the principle described above. The Parties shall before
incurring any such costs agree on such costs and the split of any savings
achieved.
5. PAYMENT AND DELIVERY TERMS
5.1 Delivery clauses shall be construed in accordance with the latest version
of "INCOTERMS" 2000 (or any successor thereof). The delivery terms used by
the Parties on the date hereof shall continue to apply until new delivery
terms have been agreed in writing. SKF wishes to initiate negotiations as
soon as practible with the aim to agree on OF with respect to all SKF
Production Units.
5.2 Euroball shall pack the Products in accordance with instructions issued by
SKF (Exhibit 5.2 as amended from time to time) or instructions commonly
developed by the Parties. The cost for packaging and packaging material
shall be borne by Euroball unless otherwise agreed in writing on a Product
by Product level.
5.3 Payment shall be made within [*] days from the later of receipt of the
invoice and delivery of the Products. Remittance of payment shall not be
deemed to imply any acceptance of the delivery or the invoiced amount.
6. ORDERING AND SUPPLY PROCEDURE
6.1 The service levels from Euroball shall at least be at the same level as
they were before the EB Facilities became part of Euroball. Further, the
ordering and supply procedures shall continue as they were before the EB
Facilities became part of Euroball. Euroball will however strive to improve
the service levels and the ordering
Page 9 of 23
and supply procedures. The below in this Section 6 shall be seen as an
agreed tool for the parties to achieve service levels and improved ordering
and supply procedure.
6.2 SKF has developed systems [*] for the ordering and supply procedure,
Euroball accepts and agrees with the principles of these systems and
procedures, e.g. electronic ordering and on-line entering of orders in the
Euroball planning systems. Euroball also accepts and agrees with the SKF
Supplier Delivery Concept Exhibit 13 and that it will be used as the basis
for Euroball's deliveries to the SKF Production Units, and commits to work
in accordance with the models, principles, criteria and rules set forth in
the SKF Supplier Delivery Concept. The SKF Supplier Delivery Concept is
based on the fact that each SKF Production Unit has different consumption
patterns in respect of the Products, and that the SKF Production Unit has
the role of being the customer in the supplier/purchaser relation. Euroball
will, with reference to the respective section and appendices headed
capacity booking in the SKF Supplier Delivery Concept give feedback to each
SKF Production Unit individually as soon as possible but within a maximum
of five days from the date when the SKF Production Unit submitted its plan
for volume requirements as described in the SKF Supplier Delivery Concept
(i.e. capacity booking). In order to facilitate quick and efficient
delivery meeting the requirements of each SKF Production Unit, ordering and
supply shall take place in accordance with the specifications laid down in
a separate document (the Supply Channel Contract as described in SKF
Supplier Delivery Concept Appendix 6). Where SKF desires to implement new
Supply Channel Contracts, the Parties undertake to negotiate in good faith,
and to use all reasonable efforts to reach agreement on Supply Channel
Page 10 of 23
Contracts for supply relationships. In cases when SKF Production Channels
have not been implemented and/or if the Parties have not agreed on a Supply
Channel Contract, the principles and rules for Supply Mode 3 and 4 shall
apply. Euroball's maximum delivery times for the Products in question as
set forth in Exhibit 6.1 shall apply, provided that in cases where Supply
Channel Contracts have not been established, the Supply Mode 3 and 4
leadtimes shall apply respectively. The [*] and other alternative SKF
systems, as well as the SKF Supplier Delivery Concept, are subject to
successive improvement and development actions in order to make SKF and
Euroball together to better meet customer requirements and to make SKF and
Euroball together more competitive.
6.3 Supply Channel Contracts shall for each Product contain the information set
forth in Appendix 6 to the SKF Supplier Delivery Concept. The meaning of
the term Supply Mode and the details on the four Supply Modes (Supply Modes
1-4) used in the Supply Channel Contracts is, as set forth in Appendix 2, 3
and 4 to the SKF Supplier Delivery Concept, which are agreed and accepted
by Euroball.
6.4 Orders and deliveries of Products shall be made in accordance with the
Supply Mode and other details specified for each Product in the relevant
Supply Channel Contract. Unless otherwise set forth in the relevant Supply
Channel Contract, the delivery conditions set out in Section 13 shall apply
to all deliveries hereunder.
6.5 Delivery following a call-off shall be made within the lead-time specified
for each Product in the relevant Supply Channel Contract.
Page 11 of 23
6.6 SKF shall not have any responsibility for Products supplied in quantities
exceeding those called off by the SKF Production Unit. Excessive Products
may be returned to the relevant Euroball Supply Unit at Euroball's expense.
The risk for such Products shall be borne by Euroball. What has been stated
in this Section shall apply unless otherwise agreed in relation to
particular Products or set out in the Supply Channel Contract(s) for such
Products.
6.7 SKF shall not have any responsibility for Products delivered too early
according to the terms in the Supply Channel Contract, or alternatively,
compared to an acknowledged delivery time, if applied. Such Products may be
returned to the relevant Euroball Supply Unit at Euroball's expense. The
risk for such Products shall be borne by Euroball. What has been stated in
this Section shall apply unless otherwise agreed in relation to particular
Products or set out in the Supply Channel Contract(s) for such Products.
7. DELAYS
7.1 If delay in delivery is caused by Force Majeure or by an act or omission on
the part of SKF, the time for delivery shall be extended by a period which
is reasonable having regard to all the circumstances in the case.
7.2 If a delay in delivery exceeds [*] days, and the Products concerned by the
delay has still not been delivered, SKF may in writing demand delivery
within a final reasonable period which shall not be less than [*] days. If
Euroball does not deliver within such final period and this is not due to
any circumstance for which SKF is responsible, then SKF may by notice in
writing to Euroball terminate the order in
Page 12 of 23
respect of the delayed delivery, and may itself undertake to employ a third
party to supply the Products at the expense of Euroball.
7.3 Euroball shall bear any extra cost (including but not limited to extra
freight charges) incurred in ensuring that deliveries reach the SKF
Production Unit on time and in ensuring that incurred delays are minimized.
8. QUALITY
8.1 The SKF Quality Standards for Suppliers attached hereto as Exhibit 8 (as
amended from time to time) shall apply to all deliveries of Products
hereunder. In case of any discrepancy between the terms hereof and the SKF
Quality Standards for Suppliers, the terms of this Agreement shall prevail.
In case of any discrepancies between the terms of the SKF Quality Standards
for Suppliers and the SKF General Conditions of Purchase, the latter shall
apply. If Euroball does not comply with reasonably requested changes in the
SKF Quality Standards for Suppliers within reasonable time after notice of
such change, SKF shall be free to purchase such products from any other
source that can meet the new SKF standards at the same or lower pricing
than Euroball. Only those purchases will reduce SKF's purchase obligations
under Section 2.2 with an equivalent amount.
9. PRODUCT WARRANTY; INSPECTIONS
9.1 Euroball warrants the proper and professional manufacture of the Products,
that they will be free from defects, that they will conform to agreed
Specifications and that they will be fit and sufficient for their intended
purposes. Euroball shall immediately
Page 13 of 23
upon SKF's written request remedy defective Products free of charge or, if
SKF so wishes, compensate SKF for the value of such defective Products or
for the cost of their rectification. In addition, Euroball shall compensate
SKF for all costs, damages and losses incurred by SKF as a result of the
defective Products.
9.2 [*]
9.3 SKF shall without undue delay notify Euroball of any defects which appears.
Such notice shall under no circumstances be given later than [*] after the
defect became known to SKF. The notice shall contain a description of the
defect. If SKF does not notify Euroball of a defect within the time limit
set forth above, SKF shall loose its right to have the defect remedied.
Upon receipt of such notice Euroball shall remedy the defect or replace the
Product without undue delay and at its own cost.
9.4 If Euroball does not fulfil its obligation to rectify or replace a Product
hereunder within a reasonable time, SKF may, by written notice, fix a final
time [*] for completion of Euroball's obligations. If Euroball fails to
fulfil its obligations within such final time, SKF may itself undertake to
employ a third party to supply new Products or to undertake necessary
remedial work at the risk and expense of Euroball.
9.5 Where the Products have not been successfully remedied or replaced
(i) SKF is entitled to a reduction of the purchase price in proportion to the
reduced value of the Product(s) concerned, or
Page 14 of 23
(ii) where the defect is so substantial as to significantly deprive SKF of the
benefit of the supply of such Product, SKF may terminate the order. Such
termination will have no effect on SKF's right to compensation under this
Agreement.
9.6 Euroball is not liable for defects which appear due to improper use, faulty
maintenance or faulty repair by SKF or ordinary wear and tear or
deterioration. Notwithstanding the above provisions in this Article,
Euroball shall not be liable for any defects in a Product for more than [*]
from the delivery of such Product.
9.7 In markets where SKF is required by specific customers, applicable laws or
regulations to provide an extended warranty or is subject to extended
liability for defects, Euroball's warranty and liability shall be extended
to cover SKF's obligations.
9.8 SKF shall be entitled, after prior written notice, to make inspections and
carry out any other necessary investigations with respect to the
manufacture of the Products at the relevant premises of Euroball. Euroball
shall see to it that SKF can exert its right of inspection also in cases
where; production, partially or entirely, is assigned to companies not
belonging to the Euroball Group.
10. PATENT INFRINGEMENT
Euroball shall hold SKF harmless against claims of patent infringement in
respect to the Products provided that SKF shall without undue delay but in
any event within [*] after the claim is brought against it notify
Euroball of the claim. After such notification Euroball shall participate
in and handle any negotiation and/or defence
Page 15 of 23
of the claim or legal proceeding at Euroball's expense. In this event SKF
shall fully and at its own expense co-operate with Euroball. Euroball shall
continuously keep SKF fully informed of such claims or legal proceedings.
If SKF desires to maintain its own defence, SKF shall do so at its own
expense and Euroball shall fully and at its own expense co-operate with
SKF.
11. TREATMENT OF INFORMATION
Unless otherwise provided in this Agreement, during and after the term of
this Agreement, each party hereto shall keep in confidence any and all of
the other party's technical, engineering, production, marketing, sales or
other business data and information (including, but not limited to, all
documents, designs, samples, tools, drawings, plans and programs) relating
to the Products or other products of the other party which shall come to
its knowledge or be supplied or acquired from the other party in the course
of the business transactions under this Agreement and shall not disclose
the same to any third party without prior written consent of the other
party.
12. NEGOTIATIONS
12.1 The Parties have established a forum for negotiations of possible
disagreement that may arise in connection with the supply and purchase of
Products hereunder, such as the introduction of new Products, modification
of existing Products, negotiations of further Supply Channel Contracts and
any extension of this Agreement or the replacement hereof with a new or
modified supply agreement after the termination hereof.
Page 16 of 23
The negotiation forum shall consist of two persons of which each Party
shall nominate one. Euroball has for this purpose initially nominated [*]
and SKF has initially nominated [*]. If one Party wishes to replace the
person nominated by it, the Party concerned shall notify the other Party in
writing of the replacement. SKF and, respectively, Euroball, may also
designate alternates who may participate at meetings of the negotiation
forum as substitutes for a designated person. The persons appointed by the
Parties shall also be entitled to ask inhouse experts to participate in any
negotiation to discuss specific topics.
12.2 The negotiation forum shall meet whenever reasonably requested by a Party.
Such request shall be submitted in writing and shall contain such documents
and information as is relevant and necessary for the other Party to prepare
for a negotiation. Any agreements reached during the negotiations shall be
made in writing and signed by the appointed persons who are hereby
authorised to sign such documents on behalf of the Party who has appointed
the person in question.
13. SKF GENERAL CONDITIONS OF PURCHASE
The SKF General Conditions of Purchase attached hereto as Exhibit 13 shall
apply to all deliveries of Products hereunder. In case of any discrepancy
or ambiguity between the terms hereof and the SKF General Conditions of
Purchase the terms and conditions of this Agreement shall prevail.
Page 17 of 23
14. DURATION
This Agreement shall become effective at the closing of the Euroball
transaction and shall continue in force and effect during a period of six
(6) years. The Parties shall no later than 6 months in advance of such
expiration initiate negotiations pursuant to the principle described in
Article 12 above concerning a possible new supply agreement to apply after
expiration of this Agreement.
15. TERMINATION
15.1 This Agreement may be terminated forthwith SKF, if Euroball directly or
indirectly acquires, or becomes acquired by, or merged with a competitor of
SKF or otherwise becomes controlled by, or acquires control over such
competitor.
15.2 Termination of this Agreement shall be without prejudice to the accrued
rights and liabilities of the Parties on the date of termination, unless
expressly waived in writing by the Parties.
16. MISCELLANEOUS
16.1 This Agreement contains the entire agreement between the Parties with
respect to supply of the Products and supersedes all other supply
agreements, commitments or representations in respect of the Products which
may have been made by the Parties either orally or in writing prior to the
signing hereof.
16.2 If any provision of this Agreement is or becomes invalid ineffective,
unenforceable or illegal for any reason, this shall not affect the validity
or enforceability of any or all of the remaining provisions hereof. In such
case, the Parties shall forthwith enter
Page 18 of 23
into good faith negotiations to amend such provision in such a way that, as
amended, it is valid and legal and to the maximum extent possible carries
out the original intent of the Parties as reflected herein with respect to
the matter in question.
16.3 The provisions of Sections 10, 11 and 12 shall survive any termination or
expiration of this Agreement.
16.4 The failure of one of the Parties under this Agreement to exercise any
right, power or option given to it under this Agreement or applicable law,
or to insist upon strict compliance with the terms of this Agreement by the
other Party, shall not constitute a waiver of the terms and conditions of
this Agreement with respect to any subsequent breach thereof, nor a waiver
by any of the Parties of its rights at any time thereafter to require
strict compliance with all of the terms of this Agreement.
16.5 Any notice required or permitted by this Agreement shall be in writing.
Such notices shall be written in English. Such notices shall be delivered
by hand, or may be sent by telefax, or by air courier, to the Parties at
the following addresses:
If to SKF: SKF France S.A.
XX 000
00000 Xxxxx-Xxx-xxx-Xxxxx Xxxxx
Xxxxxx
Attention: Director, Group Purchasing Office,
Raw Material & Components
Telefax: x00 0 00 00 00 00
Page 19 of 23
With a copy to: AB SKF
SKF Group Xxxxxxxxxxxx
XX-000 00 XXXXXXXX
Xxxxxx
Attention: General Counsel
Telefax: x00 00 000 00 00
If to Euroball:
------------------------------------
------------------------------------
Attention:
-----------------------
Telefax:
-------------------------
Any Party may change its address and numbers by giving notice in accordance
with the terms of this sub-Section 16.5. Any notice shall be effective when
received in the offices of the Party to which it is sent.
16.6 References to SKF and Euroball in this Agreement include references to all
SKF Affiliates and Euroball Affiliates respectively to the intent and
effect that each reference to a Party shall be construed as a reference to
that Party and a reference to each company belonging to that Party's group
of companies (SKF Group and Euroball Group respectively). Each Party shall
take all necessary action to ascertain that its Affiliates act in
accordance with the terms and conditions of this Agreement.
Page 20 of 23
16.7 The relationship between SKF and Euroball is that of buyer and seller. SKF
is not an agent, employee, partner or representative of Euroball for any
purpose.
16.8 The use of the customer relationship with SKF for advertising purposes
requires the prior written approval of SKF.
16.9 Euroball must provide evidence of a business and product liability
insurance in the amount of at least [*] Euro, and maintain such insurance
with regard to the risks covered and the amount of coverage for the term of
the contract.
16.10 At the request of SKF, Euroball shall provide SKF with information on the
environmental acceptability and recycling possibility of the Products,
including packaging.
17. GOVERNING LAW AND SETTLEMENT OF DISPUTES
17.1 This Agreement shall be governed by and construed in accordance with the
substantive laws of Denmark.
17.2 Any and all disputes, controversies or claims arising out of or relating to
this Agreement, or the transactions contemplated hereby, or the breach,
termination or invalidity thereof, shall be settled by final and binding
arbitration by three (3) arbitrators in accordance with the UNCITRAL
Arbitration Rules as at present in effect. The appointing authority shall
be the International Chamber of Commerce. The place of arbitration shall be
Copenhagen, Denmark, or such other location as may be agreed among the
parties. The arbitration proceedings shall be conducted in the English
language. Among the remedies available to them, the arbitrators shall be
Page 21 of 23
authorized to order the specific performance of provisions of this
Agreement. The award rendered by the arbitrators may include costs of
arbitration, reasonable counsel's fees, and reasonable costs for expert and
other witnesses.
17.3 All papers, documents or evidence, whether written or oral, filed with or
presented to the panel of arbitrators shall be deemed by the parties and by
the arbitrators to be Confidential Information. No party or arbitrator
shall disclose in whole or in part to any other person any Confidential
Information submitted in connection with the arbitration proceedings,
except to the extent reasonably necessary to assist counsel in the
arbitration or preparation for arbitration if the dispute. Confidential
Information may be disclosed (i) to attorneys, (ii) to parties, and (iii)
to outside experts requested by either party's counsel to furnish technical
or expert services or to give testimony at the arbitration proceedings,
subject, in the case of such experts, to execution of a legally binding
written statement that such expert is fully familiar with the terms of this
Section, agrees to comply with the confidentiality terms of this Section,
and will not use any Confidential Information disclosed to such expert for
personal or business advantage.
17.4 The written decisions and conclusions of a majority of the arbitration
panel shall be final and binding in the JV Parties and enforcement thereof
may be rendered thereon by any court having jurisdiction upon application
of any JV Party.
--------------------
Page 22 of 23
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
in two counterparts, as of the day and year first above written.
AB SKF Euroball Aps
(publ)
/s/ Xxxxxx Xxxxxxxx Xxx Xxxxxx /s/ Xxxxx X. Xxxxxxx
------------------------------------- ---------------------------------------
By: Xxxxxx Xxxxxxxx Xxx Xxxxxx By: Xxxxx X. Xxxxxxx
Board Member
Page 23 of 23
LIST OF EXHIBITS
Exhibit 1.8* Product and Pricing
Exhibit 1.11** Companies of the SKF Group
Exhibit 1.12 SKF Product Specification
Exhibit 5.2 SKF Product Packing Instructions
Exhibit 8.1 SKF Quality Standards
Exhibit 13 SKF General Conditions of Purchase
* Incorrectly labeled hereafter as Schedule 1.7
** Incorrectly labeled hereafter as Exhibit 1.10
Schedule 1.7
See attached documents.
Composite 4/4/00
Page 1 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
2.381
2.5
3
3.175
3.5
3.969
4
4.5
4.762
5
5.3
5.5
5.558 [*]
6
6.32
6.35
6.5
6.747
7
7.144
7.3
7.5
7.938
8
8.3
8.5
8.731
8.8
9
Composite 4/4/00
Page 2 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
9.525
10
10.319
10.5
11
11.112
11.45
11.5
11.906
12
12.025
12.303
12.5
12.7 [*]
13
13.484
13.5
14
14.288
14.5
14.6
15
15.081
15.5
15.875
16
16.104
16.5
16.668
Composite 4/4/00
Page 3 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
17
17.462
17.5
17.7
18
18.256
18.5
19
19.05
19.5
19.844
20
20.5 [*]
20.587
20.638
21
21.431
21.461
22
22.225
22.35
22.5
22.9
23
23.019
23.5
23.812
24
24.45
Composite 4/4/00
Page 4 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
24.5
24.606
25
25.4
26
26.194
26.988
27
27.5
27.781
28
28.575
29
29.369 [*]
30
30.162
31
31.75
32
32.5
33
33.338
34
34.5
34.71
34.925
35
35.719
36
Composite 4/4/00
Page 5 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
36.512
37
37.98
38
38.1
39.687
39.688
40
40.461
41.275
42
42.486
42.862
43.656 [*]
44.45
45
45.244
46.038
47.625
48
48.419
49
50
50.3
50.403
50.8
52.5
53.975
55
Composite 4/4/00
Page 6 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
55.562
57.15
58.738
59
60
60.325
62
63.5
65
66.675
69.85
70
73.025
75 [*]
76.2
80
82.55
85
88.9
90
92.075
95.25
100
105
108
110
120
127
150
Composite 4/4/00
Page 7 of 7
Euroball Composite Price List
(Euro/1000)
Ball Size (mm)
G3 G5 G10 G16 X00 Xxx X00 X00 X00 G100 G200 G500 G700
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
180
200 [*]
250
--------------- ------------ ------------ ------------ ------------ -------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
Notes:
1. [*]
2. [*]
SKF
4/03/2000
Page 1 of 1
NN-Euroball Price List
SKF - Spain (AD)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - France (AD)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - France (ED)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Italy (SD)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Italy (ID)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Germany
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Italy (ED)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Italy (AD)
Valid until 12/31/00
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
SKF
4/4/2000
Page 1 of 1
NN-Euroball Price List
SKF - South Africa
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (US$)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Malaysia
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (US$)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Bangalore
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (US$)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Korea
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (US$)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Jakarta
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (US$)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Sweden (ID)
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
NN-Euroball Price List
SKF - Steyr (ID)
------------------------------ -------------------------------------- ------------------------------
Ball Size Grade Price / 1000 (Euros)
------------------------------ -------------------------------------- ------------------------------
[*]
Exhibit 1.10
SKF PRODUCTION UNITS
Country Company Production Unit
[*]
Any Production Unit within the SKF Group not listed above who wishes to enter
into this Agreement will have the right to do so by giving written notice
thereof to Euroball. [*] Any Production Unit listed above shall have a right to
purchase Products under this Agreement, also when it is no longer part of the
SKF Group.