GLOBAL SUPPLY AGREEMENT for delivery of steel balls between DENMARK and SKF France S.A. 34, Avenue des Trois Peuples 78180 Montigny Le Bretonneux FRANCE
for
delivery of steel balls
between
NN
Europe, Aps
DENMARK
and
SKF
France S.A.
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▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
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January
1st, 2007
Page
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54
TABLE
OF CONTENTS
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1.
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DEFINITIONS
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4
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2.
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SUPPLY
AND PURCHASE OF PRODUCTS
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5
|
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3.
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NEW,
RE-ENGINEERED AND DISCONTINUED PRODUCTS
|
7
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4.
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PRODUCTS
AND PRICES
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7
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5.
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PAYMENT
AND DELIVERY TERMS
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9
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|
6.
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ORDERING
AND DELIVERY TERMS
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9
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7.
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DELAYS
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11
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8.
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QUALITY
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12
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9.
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PRODUCT
WARRANTY.
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13
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10.
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INSURANCE
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14
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11.
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PATENT
INFRINGEMENT
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14
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12.
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CONFIDENTIALITY
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14
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13.
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IMPROVEMENT
ACTIVITIES AND NEGOTIATIONS
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15
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14.
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DURATION
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16
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15.
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TERMINATION
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16
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16.
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MISCELLANEOUS
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17
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17.
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GOVERNING
LAW AND SETTLEMENT OF DISPUTES
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19
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54
This
GLOBAL FRAME SUPPLY AGREEMENT is entered into as of 2007 by and
between
NN
Europe Aps,
a
limited liability company duly incorporated, organized and existing under the
laws of Denmark, with corporate registration number 10020417 (hereafter called
"NNE"), and
SKF
FRANCE S.A.,
a
company duly incorporated, organized and existing under the laws of France,
acting on behalf of SKF Group (hereinafter called "SKF").
The
above
parties are individually referred to as a "Party" and collectively as the
"Parties".
WITNESSETH:
|
WHEREAS
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NNE
and its Affiliates (as defined below) are manufacturing the Products
(as
defined below);
|
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WHEREAS
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SKF
and certain of its affiliates (as defined below) use the Products
in their
production of bearings and other
products;
|
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WHEREAS
|
NNE
manufacturing units include all units manufacturing the Products
in
Europe;
|
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WHEREAS
|
the
Parties wish to establish a long term close relation relating to
the
supply of the Products;
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WHEREAS
|
the
Parties now wish to record the detailed basis upon which NNE and
certain
NNE Affiliates will supply the Products to
SKF
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NOW
THEREFORE, the Parties have agreed as follows.
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3 of
54
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1.
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DEFINITIONS
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1.1
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"Agreement"
means this document, the Exhibits and appendices annexed hereto.
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1.2
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"Contract
Period" means the three consecutive 12 months periods beginning
January
1, 2007 as set forth in section 15
below.
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1.3
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"Contract
Year" means any twelve (12) consecutive month period beginning
on
January 1st and ending on December 31st during the Contract
Period.
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1.4
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"NNE
Group" means the group of all present and future companies manufacturing
units in Europe, of which NNE is the ultimate parent
company.
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1.5
|
"NNE
Subcontractor" shall mean any company (other than NNE) that is
approved
by NNE and SKF to manufacture and deliver Products to SKF on behalf
on NNE, as described in section
2.4.
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|
1.6
|
"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,
and
embargo.
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1.7
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"General
Conditions" shall mean the SKF General Conditions of Purchase,
Exhibit
1.7.
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1.8
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"NNE
Supply Unit" shall mean any production unit of any company within
the
NNE Group (set in section 1.4
above).
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1.9
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"Products"
means the NNE products set forth in Exhibits
1.9.1 to 1.9.2
hereto, whenever
applicable as amended pursuant to Section 3
below.
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1.10
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"SKF
Affiliate" shall mean any company belonging to the SKF Group other
than
SKF.
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1.11
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"SKF
Group" means the group of companies of which AB SKF, a company
duly
incorporated under the laws of Sweden, from time to time is the ultimate
parent company.
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1.12
|
"SKF
Production Unit" shall mean the production unit of the companies
within
the SKF Group listed in Exhibit
1.12.
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1.13
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"Specification"
means the technical specification for each of the Products specified
in the SKF Material Specifications (Exhibit
1.13)
as
amended from time
to time.
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54
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1.14
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"SKF
Supplier Delivery Concept" shall mean the SKF Supplier Delivery Concept
introduced by SKF in relation to supplies to the SKF Production
Units,
as amended from time to time, a copy of which has been already delivered
to NNE.
|
| 1.15 |
"Supply
Channel Contract" shall have the meaning set forth in Section
6
below.
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1.16
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Words
or expressions defined in the Exhibits or any documentation referred
to in
this Agreement shall have the same meaning when used in this Agreement,
unless
expressly defined differently in this
Agreement.
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|
1.17
|
"NNE
Reference Prices 2006" shall mean prices of the Products applied
in 2006
by NNE Group to SKF Production Units, as set in Exhibits
1.17.1 to 1.17.18
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|
2.
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SUPPLY
AND PURCHASE OF PRODUCTS
|
|
2.1
|
Pursuant
to the terms of this Agreement, NNE hereby agrees to manufacture
and
supply to SKF the Products ordered by SKF, and SKF agrees to purchase
from
NNE the Products ordered hereunder.
|
|
2.2
|
Considering
Products as defined in Exhibit Total Ball purchases from the NNE
Group by SKF Production Units ("Base Volume") equal to [redacted*] in
2006.
|
For
the
2007 Contract Year, except in case of Force Majeure, SKF shall purchase
at least 95% of the Base Volume from the NNE Group, calculated over NNE
Reference Prices 2006.
For
the
2008 and 2009 Contract Years, except in the case of an Excused Reduction (as
defined below), SKF shall purchase at least 90% of the Base Volume
from NNE Group, calculated over NNE Reference Prices 2006. An "Excused
Reduction" shall be deemed to occur when SKF Ball Consumption in
any
year falls below the 2006 level of SKF Ball Consumption for any of the
following
reasons: (i) Force Majeure (ii) unfavorable SKF market conditions, or
(iii)
loss in volumes purchased by SKF customers). If an Excused Reduction
occurs in either the 2008 or 2009 Contract Year, SKF shall purchase
at least (a) 90% of the Base Volume from NNE Group minus (b) the amount
of
the Excused Reduction.
SKF
Group
Purchasing and NNE representatives will review the anticipated volume
development a minimum of twice per calendar year. In the event where
SKF
will not be able to meet the purchased volume commitment due to reasons
which are out of SKF or NNE control, some information will be confidentially
shared with the NNE representatives in the semi-annual review meeting
to explain the actual conditions leading to the need to reduce the purchased
volume commitment The amount of an Excused Reduction, if applicable,
will be agreed after the necessary information has been shared.
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
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54
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2.3
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NNE
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.
The Production capacity reserved for SKF will be based on Capacity
Booking
Information provided to NNE, according to the practice defined in
the
Supply Channel Contract between NNE and SKF Production
Unit.
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2.4
|
NNE
shall have the right to use subcontractors when manufacturing Products
to
be sold to SKF under this Agreement. The use of such subcontractors
will
not relieve NNE from the responsibility for ensuring the quality
of the
subcontractors' materials, parts and services. Each NNE Subcontractor
must
be approved in writing by SKF, such approval not to be unreasonably
withheld or delayed by SKF provided that such subcontractor fulfills
SKF's
requirements. SKF
acknowledges and agrees that the following companies are approved
subcontractors of NNE as of the date of this Agreement: NN
Ball & Roller. Inc.
("NNBR") and NN
Precision Bearing Products (Kunshan) Co.. Ltd ("NNA").
|
|
2.5
|
In
case NNE divests a NNE Supply Unit (through a sale of shares or assets
or
otherwise, or through a merger or joint venture with a third party),
NNE
shall prior
to such divesture
|
|
(i)
|
Confirm
to SKF that NNE and its approved subcontractors have sufficient capacity
to replace the divested capacity;
or
|
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(ii)
|
Cause
the entity which will own such NNE 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 NNE at
least
six (6) months prior written notice and shall give NNE 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), under the commercial conditions
in this agreement.
|
|
2.7
|
The
list of products subcontracted to NNBR, as amended from time to time,
is
listed
in Exhibits
2.7.1 and 2.7.2.
Landed Prices & delivery Service Performance of the Products
manufactured in USA shall be the same as if Products were still delivered
from a European NNE Supply Unit. In case of long distance sourcing
(higher
than 1 week time), Delivery conditions shall then
include Consignment Inventories in Europe, at NNE's
expenses.
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54
There
shall not be any additional costs due to longer transportation distances between
the Consignment Inventories and impacted SKF Production Units. In
case
such a situation would occur, delivery conditions shall also be adapted,
at
NNE
expenses, in order to fulfill the Supply Channel Contracts defined with the
concerned SKF Production Unit.
|
2.8
|
NNE
plan to transfer ball production to NNE Supply Unit in Kysucké
Nove
Mesto
(Slovakia) set in Exhibit
2.8.
where Ball Diameter Groups, Volumes in Euro
and applicable rules are defined.
|
There
shall not be any additional costs due to longer transportation distances
between
NNE Supply Unit in Kysucké Nove Mesto
(Slovakia) and impacted SKF
Production Units.
In
case
such a situation would occur, delivery conditions shall also be adapted,
at
NNE
expenses, in order to fulfill the Supply Channel Contracts defined with
these SKF Production Units.
|
2.9
|
NNE
plan to transfer ball production to its subcontractor NNA set in
Exhibit
2.9,
where Ball Diameter Groups, Volumes in Euro and applicable rules
are
defined.
|
There
shall not be any additional costs due to longer transportation distances
between
NNA and impacted SKF Production Units.
In
case
such a situation would occur, delivery conditions shall also be adapted,
at
NNE
expenses, in order to fulfill the Supply Channel Contracts defined with these
SKF Production Units.
|
3.
|
NEW,
RE-ENGINEERED 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 to Exhibit
1.9
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
|
Specifications
of Products may change during the term of this Agreement. If a
specification
change results in a change in production cost, SKF and NNE agree
to
negotiate in good faith to appropriately adjust the price of
Products.
|
|
4.
|
PRODUCTS
AND PRICES
|
|
4.1
|
The
prices for Products manufactured in Pinerolo (Italy), Kilkenny
(Ireland), Eltmann
(Germany) and its subcontractor NNBR shall develop according to
the
Price Development plan agreed between SKF and NNE set in Exhibits
4.1.1 and 4.1.2.
which contains information about the Price Reductions agreed per
each
product segment / range during each contract year. In 2007, the price
adjustment
factors shall be applied on NNE Reference Prices 2006 (All seventeen
(17)
Exhibits from Exhibit 1.17.1 to Exhibit
1.17.17).
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Page
7 of
54
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4.2
|
NNE
Reference Prices 2006 are expressed in Euro (EUR), according to the
development
plan agreed with NNE for each year of the Contract. For
Products manufactured by NN Precision Bearing Products (Kunshan)
Co.,
Ltd,
a subcontractor of NNE located in China, PRC, prices shall be invoiced
in
Chinese Yuan (CNY) for all SKF Production Units in China, PRC. These
prices will remain in CNY for the duration of this agreement with
annual
productivity adjustments. Prices in Euro will be converted to Chinese
Yuan
(CNY),
using the following currency exchange rate: 1 EURO
= 10,200 CNY. For
Ball Diameter Group "Hub Balls", NN Reference Prices 2006 shall refer
to
NN reference Prices 2006 set in Exhibit
1.17.17.
|
|
4.3
|
Prices
of for Products transferred and manufactured by NNE Supply Unit in
Kysucké
Nove Mesto (Slovakia) and to NNE subcontractor NNA shall develop
according to the plan set in Exhibit
2.8
and Exhibit
2.9.
|
|
4.4
|
Some
price adjustments due to steel price (base price and/or scrap surcharges)
fluctuations
shall be agreed in advance and applied to all subjected products.
It
shall conform to the raw material clause set in Exhibit
4.4.1
to
Exhibit
4.4.3.
|
|
4.5
|
SKF
and NNE shall continuously work on programs 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 NN process;
|
|
(iii)
|
Costs
in the combined SKF and NNE processes;
and
|
|
(iv)
|
Costs
for the Products.
|
The
Parties shall during the work on such programs and the
implementation thereof
forward to each other full details on any such costs and any savings resulting
there from, and the Parties shall discuss in good faith the sharing
of any
such
savings 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. Such
discussions shall take place in the Forum for "Improvement
activities" established
by the Parties, as described in section
13.2
|
4.6
|
For
each year a cost reduction target for SKF's cost for Products shall
be
agreed
between the parties based on the exchange of achievable projects
requiring
joint cooperation. At the end of each Contract Year the cost improvement
results achieved will be jointly evaluated by NNE and SKF. The parties
shall in connection therewith agree on appropriate adjustments of
the
prices referred to in section
4.1. section 4.3. section 4.4
and section
4.5
in
order to reflect the achieved cost
reduction.
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Page
8 of
54
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5.
|
PAYMENT
AND DELIVERY TERMS
|
|
5.1
|
The
General Conditions of Purchase attached hereto as Exhibit 1.7, which
are
an
integrated part of this Agreement, shall apply on all Purchase Orders
agreed
on according to this Agreement. 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.
|
|
5.2
|
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 practicable with the aim to agree on CIF prices with respect
to
all SKF Production Units.
|
|
5.3
|
NNE
shall pack the Products in accordance with instructions issued by
SKF,
or
instructions commonly developed by the Parties. The cost for packaging
and
packaging material shall be borne by NNE, unless otherwise agreed
in
writing on a Product-by-Product level. In keeping with current practice,
the GSP pallets (pallet, collars and lids) will be invoiced separately
by
NNE with a full credit issued when these pieces are returned to
NNE.
|
|
5.4
|
Payment
shall be made within a period from the later of receipt of the invoice
and
delivery of the Products to SKF Production Unit, as set in Exhibit
5.4. Remittance
of payment shall not be deemed to imply any acceptance of the delivery
or the invoiced amount.
|
|
6.
|
ORDERING
AND DELIVERY TERMS
|
|
6.1
|
SKF
has developed systems, e.g. MCSS/Ramco, for the ordering and
supply procedure.
NNE accepts and agrees with the principles of these systems and
procedures,
e.g. electronic ordering and on-line entering of orders and other
information
(B2B, Systems to Systems communication/EDI, WebEDI) in the NNE
planning systems. NNE also accepts and agrees with the SKF Supplier
Delivery Concept, and that it will be used as the basis for NNE'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. NNE 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).
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Page
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54
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6.2
|
The
MCSS/Ramco 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 NNE together to better meet customer
requirements and to make SKF and NNE 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 NNE.
|
|
6.4
|
In
cases where an SKF Affiliate has not implemented Supply Channels
and/or
Supply
Channel Contracts but desires to implement, the Parties undertake
to
negotiate
in good faith, and to use all reasonable efforts to reach agreement
on
Supply Channel Contracts. In those cases when SKF Production Channels
are
not implemented, the principles and rules for Supply Mode 3 and 4
shall
apply for such Factories or
Channels.
|
|
6.5
|
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
14
shall apply to all
deliveries hereunder.
|
|
6.6
|
Delivery
following a call-off shall be made within the lead-time specified
for
each
Product in the relevant Supply Channel
Contract.
|
|
6.7
|
NNE
shall reserve and/or maintain sufficient capacity to be able to deliver
to
the SKF Affiliates its demand of Products in accordance with the
SKF
Supplier Delivery Concept and the Capacity Booking information where
applicable, in both peak and down time market conditions and shall
ensure
the
timely deliveries of the Products with the precision as measured
according
to the SKF "Supperf" measurements or other comparable SKF systems.
NNE
must be notified of any significant volume deviation with reasonable
time
for capacity
adjustment. Feasibility and delivery terms related to these volume
changes
must be agreed with NNE. A direct and confidential access to any
NNE
Supply Unit delivery performance is given to nominated representatives
of
NNE Supply Units in SKF Purchasing portal (▇▇▇.▇▇▇
website).
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Page
10 of
54
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6.8
|
NNE
shall deliver Products with Zero Broken Promises in accordance
with the
SKF Zero Defect Strategy.
|
|
7.
|
DELAYS
|
|
7.1
|
NNE
shall deliver timely with Zero Defect Delivery. If NNE anticipates
that it
will not be able to timely deliver Products, NNE shall forthwith
notify
SKF thereof in writing, acknowledging a new precise and reliable
delivery
time. NNE shall in such case at its own expense take all reasonable
measures to minimize such delay. NNE 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. Should such extra costs occur as
a result
of circumstance for which SKF or an SKF Affiliate is responsible,
SKF
shall be responsible for such extra
cost.
|
|
7.2
|
In
line with the SKF Zero Defect policy SKF has in case of a delivery
delay,
provided
that the delay is not a result of an action taken by SKF, the right
to
cancel
the Purchase Order without any right for NNE to claim any alternative
volume or economical compensation.
|
|
If
NNE is in delay on multiple occasions for delivery of the same
Product,
SKF may choose to provide notice in writing that continued delivery
delays
could result in cancellation of the obligation to purchase that
Product
from the specific SKF Production Unit and/or delete the Product(s)
concerned from the assortment of this Agreement without any right
for NNE
to claim any alternative volume or economical compensation. After
such
written notice is given, NNE will be given 30 calendar days to
implement
such corrections as necessary to correct the cause(s) of the delivery
delay before SKF can exercise its right to cancel a Product from
the
assortment of this agreement. In case delays still occur after
the
implementation of such remedies, SKF will have the right to delete
the
Product from the assortment of this agreement with immediate effect
without any right for NNE to claim any alternative volume or economic
compensation.
|
|
7.3
|
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.
|
|
7.4
|
In
case of current and/or anticipated serious delays, NNE has the
responsibility to immediately find SKF approved alternative sources
at
NNE's expenses. Should such extra costs occur as a result of
circumstance
for which SKF or an SKF Affiliate is responsible, SKF shall be
responsible
for such extra cost. Alternatively SKF may at its sole decision
employ a
third party supplier to supply the agreed Products at the risk
and at the
reasonable expense
of NNE. The terms, as specified in section 2.4, shall apply also
as
regards the alternative sourcing arranged by
NNE.
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Page
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54
|
7.5
|
For
delays resulting from the fault of NNE or NNE Subcontractors, SKF
shall be
entitled to compensation up to the actual costs, damages or losses
suffered by SKF. Such compensation will not include any special,
consequential or punitive damages or any lost
profits.
|
|
7.6
|
NNE
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.
Should
such extra costs occur as a result of circumstance for which
SKF or an SKF
Affiliate is responsible, SKF shall be responsible for such extra
cost.
|
|
7.7
|
In
addition to the remedies specified above the remedies and sanctions
set
forth in the General Conditions shall apply should NNE or the NNE
Supply
Unit fail to comply with the above.
|
|
8.
|
QUALITY
|
|
8.1
|
The
SKF Quality Standards for Suppliers, attached hereto as Exhibit 8.1
as amended from time to time, shall in applicable parts apply to
all
deliveries hereunder. In case of any discrepancy between the terms
hereof
and the SKF Quality Standards for Suppliers and the SKF General
Conditions
of Purchase, the terms hereof shall
apply.
|
|
SKF
Quality Standards for Suppliers can be downloaded from SKF website.
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇/▇▇▇/▇▇▇▇/▇▇▇▇▇?▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇&▇▇▇▇▇▇
|
|
8.2
|
NNE,
NNE affiliates and their subcontractors accept and agree to the
Principles
of the SKF Code of Conduct.
|
|
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇/▇▇▇/▇▇▇▇/
about?contentId=004557
|
|
8.3
|
NNE
accepts and agrees to the Principles of the SKF Environment, Health
and
Safety (EHS) policy.
|
|
NNE
shall submit an action plan related to the reduction of CO2 emission
by
the end of 2007 at the latest. It shall be part of Improvement
Activities
portfolio (see section 13.2 and section 13.3).
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (select "Investors" –>
"Sustainability" –>
"Policies").
|
|
8.4
|
NNE
accepts and agrees to the principles of the SKF Zero Defect Strategy,
as
amended from time to time, and commits accordingly to deliver Products
with Zero Defects including Zero
delays.
|
|
8.5
|
NNE
shall aim for continuous improvement of its Delivery performance
("Supperf') and Quality of the
Products.
|
Page
12 of
54
|
8.6
|
NNE
accepts and agrees to work according to the requirements of the
SKF
prohibited substances or substances to be avoided. The lists of
prohibited
or restricted substances referred to in the SKF Quality Standard
for
Suppliers; in the chapter entitled "Environment" are included in
the
International Material System Database (IMDS) at the web site
▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇/▇▇▇▇_▇▇.▇▇▇
|
|
9.
|
PRODUCT
WARRANTY
|
|
9.1
|
NNE
warrants the proper and professional manufacture of the Products,
that
they will be free from defects, and mat they will conform to agreed
Specifications. NNE shall immediately 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, NNE shall compensate SKF for all costs, damages and losses
incurred by SKF as a result of the defective
Products.
|
|
9.2
|
The
shelf life warranty period is 12 months after delivery by NNE.
The warranty
for corrosion is limited to the 12-month shelf life period. The
warranty
period for manufacturing defects shall be 24 months from the date
of
delivery by NNE, except for automotive products, which always shall
have a
warranty period of 36 months from the date of delivery to
SKF.
|
|
9.3
|
When
a defective Product has been remedied, NNE shall be liable for
defects in
the replaced or repaired Product under the same terms and conditions
as
those applicable to the original Product pursuant to section 9.2
above.
|
|
9.4
|
SKF
shall without undue delay notify NNE of any defects which appears.
Such
notice shall under no circumstances be given later than one (1)
month
after the defect became known to SKF. The notice shall contain
a
description of the defect. If SKF does not notify NNE 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 NNE shall remedy the
defect
or replace the Product without undue delay and at its own
cost.
|
|
9.5
|
If
NNE does not fulfill its obligation to rectify or replace a Product
hereunder within a reasonable time, SKF may, by written notice,
fix a
final time (which should not be less than 8 calendar days) for
completion
of NNE's obligations. If NNE fails to fulfill 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 NNE
|
|
(i)
|
Where
the Products have not been successfully remedied or replaced
SKF is
entitled to a reduction of the purchase price in proportion to
the
reduced value of the Product(s) concerned,
or
|
|
(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.
|
Page
13 of
54
|
9.6
|
In
markets where SKF is required by applicable laws and regulations
or
alternatively is required by specific customer to provide an extended
warranty or is subject to extended liability for defects, SKF may
request
NNE to extend its warranty and liability to cover SKF's obligations.
The
parties agree to work together in good faith to resolve any unique
cost
issues related to this change. If NNE does not accept to extend
its
warranty and liability accordingly, SKF may cancel any affected
Purchase
Orders with immediate effect without any right for NNE to claim
any damage
or compensating volumes.
|
|
10.
|
INSURANCE
|
|
10.1
|
NNE
shall provide evidence of a business and product liability insurance
in
the amount of at least 5,000,000 Euro (five million Euro) for NNE
and all
NNE Supply Units and subcontractors (NN Balls and Rollers, Inc,
NN
Precision Bearing Products (Kunshan) Co., Ltd) must maintain such
insurance with regard to the risks covered and the amount of coverage
for
the term of this Agreement.
|
|
11.
|
PATENT
INFRINGEMENT
|
|
11.1
|
NNE
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 90 days after the claim is brought against it or an
SKF
Affiliate, notify NNE of the claim. After such notification NNE
shall
participate in and handle any negotiation and/or defense of the
claim or
legal proceeding at NNE's expense. In this event SKF shall fully
and at
its own expense co-operate with NNE. NNE shall continuously keep
SKF fully
informed of such claims or legal proceedings. If SKF desires to
maintain
its own defense, SKF shall do so at its own expense and NNE shall
fully
and at its own expense co-operate with
SKF.
|
|
12.
|
CONFIDENTIALITY
|
|
12.1
|
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.
|
Page
14 of
54
|
If
either party is requested or required by law or by legal or administrative
process to disclose any such information, such party (the "Recipient")
will notify the other party (the "Disclosing Party") of such
request or
requirement so that Disclosing Party may seek an appropriate
protective
order or other relief. If a protective order or other relief
is not
obtained by Disclosing Party within 30 days following Recipient's
delivery
of such notice, or if Recipient's legal counsel advises in writing
that
Recipient is required to disclose the Confidential Information
prior to
the expiration of such 30-day period, Recipient may disclose
Confidential
Information in accordance with such request or requirement, provided
that
Recipient (a) may disclose only that portion of the Confidential
Information which Recipient's legal counsel advises in writing
is required
to be disclosed, (b) must use its reasonable efforts to ensure
that the
Confidential Information so disclosed is treated confidentially,
and (c)
must notify Disclosing Party as soon as reasonably practicable
of the
items of Confidential Information so
disclosed.
|
|
13.
|
IMPROVEMENT
ACTIVITIES AND
NEGOTIATIONS
|
|
13.1
|
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,
Improvement activities and any extension of this Agreement or the
replacement hereof with a new or modified supply agreement after
the
termination hereof.
|
|
During
the Contract period, the parties shall meet regularly (frequency
to be
agreed) in order to identify, define, prioritize and review Improvement
activities and results according to QCDIM methodology (Quality,
Cost,
Development, Innovation, and
Management).
|
|
13.2
|
The
Negotiations and Improvement activities forum shall consist of
2 persons
of which each Party shall nominate one. NNE 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, NNE 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
in-house experts to participate in any negotiation to discuss specific
topics.
|
Page
15 of
54
|
13.3
|
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 authorized
to
sign such documents on behalf of the Party who has appointed the
person in
question.
|
|
14.
|
DURATION
|
|
14.1
|
This
Agreement shall become effective on January 1st,
2007 and shall continue
in force and effect until December 31st,
2009, when it shall terminate automatically. The Parties shall
no later
than 12 months in advance of such expiration initiate negotiations
pursuant to the principle described in section 13 above concerning
a
possible new supply agreement to apply after the expiration of
this
Agreement.
|
|
15.
|
TERMINATION
|
|
15.1
|
This
Agreement may be terminated forthwith by written notice upon the
occurrence of any or more of the following
events
|
|
(i)
|
By
the other Party, if a Party hereto becomes incapable for a period
of 120
days of performing any of its obligations under this Agreement
because of
Force Majeure; or
|
|
(ii)
|
By
the other Party, if either Party hereto should become insolvent,
have
a receiver or administrator appointed of its assets, or if a
petition for
bankruptcy is filed by the Party itself or if other bankruptcy
proceedings are commenced against such Party;
or
|
|
(iii)
|
By
SKF, if NNE directly or indirectly becomes acquired by, or merged
with a
competitor of SKF or otherwise becomes controlled by a competitor
of
SKF.
|
|
15.2
|
SKF
may immediately terminate this Agreement, in whole or in part,
in respect
of one or several Products of a concerned SKF Production Channel's
assortment
or of the total SKF assortment, if NNE commits a material breach
of
any of its obligations under this Agreement and fails to cure
such breach
within
thirty (30) days after written notice by SKF of such breach.
NNE may
terminate
this Agreement, in whole or in part, if SKF commits a material
breach of
any of its obligations under this Agreement and fails to cure
such breach
within thirty (30) days after written notice by SKF of such
breach.
|
Page
16 of
54
|
15.3
|
If
NNE does not comply with the SKF Quality Standards for Suppliers
or any
changes
thereof within reasonable time after notice of change, and continues
to
fail to comply following notice of such noncompliance and a reasonably
opportunity to cure, SKF shall be free to terminate this Agreement
with
immediate effect upon written notice. If changes in the SKF Quality
Standards for Suppliers cause increases in cost of the Products,
NNE shall
notify SKF in writing. In such circumstances, SKF and NNE agree
to
negotiate in good faith to appropriately adjust the price of
Products.
|
|
15.4
|
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 the subject matter hereof and supersedes all other supply
agreements,
commitments or representations in respect of 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 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 section 9 and 11 above, as well as section 7 and
8 in the
General
Conditions of Purchase 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 Agree-
ment
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, by air courier, to the Parties
at the
following addresses:
|
Page
17 of
54
|
16.5.1
|
If
to SKF:
|
SKF
France
|
|
|
BP239
|
|||
|
37542
Saint-▇▇▇-sur-Loire Cedex
|
|||
|
France
|
|||
|
Attention:
Director,
Finished Components
|
|||
|
Group
Purchasing Office
|
|||
|
Telefax:
▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
|
|||
|
with
a copy
|
to: | ||
|
AB
SKF
|
|||
|
SKF
Group Headquarters
|
|||
|
▇▇-▇▇▇
▇▇ ▇▇▇▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇
|
|||
|
Attention:
Director,
Group Purchasing
|
|||
|
Telefax:
▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
|
|||
|
16.5.2
|
If
to NNE:
|
NN
Europe Aps
|
|
|
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
|
|||
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇ (▇▇)
|
|||
|
▇▇▇▇▇
|
|||
|
Attention:
Sales
Director
|
|||
|
Telefax:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
with
a copy
|
to: | ||
|
NN,
Inc. (USA)
|
|||
|
2000
Waters ▇▇▇▇ ▇▇▇▇▇
|
|||
|
▇▇▇▇▇▇▇▇
▇, ▇▇▇▇▇ ▇▇
|
|||
|
▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|||
|
▇▇▇
|
|||
|
Attention:
V.P.
Sales
|
|||
|
Telefax:
▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
|
|||
|
16.5.3
|
Any
Party may change its address and numbers by giving notice in
accordance
with
the terms of this sub-section 12.5 Any notice shall be effective
when
received in the offices of the Parry to which it is
sent.
|
|
16.6
|
References
to SKF and NNE in this Agreement include - where appropriate
with
regard to the context - references to all SKF Affiliates and
NNE Supply
Units respectively to the intent and effect that each reference
to a Party
shall be
construed as a reference to that Party. Each Party shall take
all
necessary action
to ascertain that its Affiliates or units act in accordance with
the terms
and
conditions of this Agreement
|
|
16.7
|
The
fulfillment of an individual Purchase Order inside the scope
of this
Agreement
shall be the sole responsibility of the companies being parties
to
the
Purchase Order in question. However, the performance or non-
performance
of the undertakings of a Purchase Order may trigger rights and obligations
to the Parties to this Agreement and not only the companies being
party
to the individual Purchase
Order.
|
Page
18 of
54
|
16.8
|
The
use of the customer relationship with SKF for advertising purposes
requires
the prior written approval of SKF.
|
|
16.9
|
At
the request of SKF, NNE shall provide SKF with information on
the
environmental
acceptability and recycling possibility of the Products, including
packaging.
|
|
16.10
|
NNE
shall not advertise or publicize, in any way, without the prior
written
approval of SKF, the fact that NNE supplies or has been contracted
to
supply Products to SKF.
|
|
16.11
|
The
Parties agree to cooperate in good faith and to correct any mistakes
or
errors in the text of the Exhibits and Schedules to this
Agreement.
|
|
16.12
|
Neither
party shall be liable in any circumstances for any special, consequential
or punitive damages beyond the extent of such Party's insurance
coverage
available for such damages.
|
|
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. Each Purchase Order agreed on based on this
Agreement
shall however, be governed by and construed in accordance with
the
laws of the country in which the purchasing SKF Affiliate has
its
principle
place of business.
|
|
17.2
|
Any
dispute, controversy or claim arising out of or in connection
with this
Agreement or a Purchase Order entered into based on this Agreement,
or
breach, termination or invalidity thereof, shall be finally settled
by
arbitration in accordance with the UNCITRAL Arbitration Rules
as at
present in force. The
number of arbitrators shall be three and at least the chairman
shall be
from
the country in which the proceeding shall take place. The appointing
authority shall be the International Chamber of Commerce in Copenhagen.
The place of arbitration shall be Copenhagen. The arbitration
proceedings
shall, unless otherwise agreed, be held in the English language.
Among the
remedies
available to them, the arbitrators shall be 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.
|
Page
19 of
54
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.
|
SKF
FRANCE
|
NN
Europe Aps
|
|
|
/s/
▇▇▇▇ Tournous
|
/s/Johannos
Cihau
|
|
|
Signed
|
Signed
|
|
|
▇▇▇▇
Tournous
|
Johannos
Cihau
|
|
|
By
|
By
|
|
|
CEO
|
Sales
Director
|
|
|
Title
|
Title
|
|
|
15-05-2007
|
9.05.2007
|
|
|
Date
|
Date
|
|
|
/s/
▇▇▇▇ ▇▇▇ Thounieux
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|
|
Signed
|
Signed
|
|
|
▇▇▇▇
▇▇▇ Thounieux
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
|
|
By
|
By
|
|
|
Purchasing
Director Finished Components
|
NNE
Managing Director
|
|
|
Title
|
Title
|
|
|
2007/05/24
|
3/5/2007
|
|
|
Date
|
Date
|
Page
20 of
54
EXHIBIT
1.7
GENERAL
CONDITIONS OF PURCHASE - valid since 2002-08-19
These
conditions of purchase shall apply in full unless otherwise agreed in writing.
Any other general conditions shall not be applicable, even if they were not
rejected explicitly in any individual case.
1.
Definitions
|
1.1
|
"SKF"
shall mean any company within the SKF Group of companies purchasing
products under these General conditions.
|
|
1.2
|
"Supplies"
shall mean any company delivering products to SKF under these General
Conditions.
|
|
1.3
|
"Agreement"
shall mean any agreement between SKF and the Supplier related to
the sale
and purchase of any products. These General Conditions and the
SKF Quality
Standards for Suppliers (as defined below) form an integral part
of the
Agreement.
|
|
1.4
|
"Products"
shall mean any products purchased by SKF under these General
conditions.
|
|
1.5
|
"Defective
Products" shall mean Products that are not in accordance with technical
and other specifications set up by SKF or are not fit for the purpose
intended. In the absence of documented SKF requirements, "Defective
Products" shall mean products that are not in accordance with approved
sample deliveries of the Products or where no samples are delivered,
does
not conform to generally accepted industry standards
|
|
1.6
|
"SKF
Quality Standard for Suppliers" quality requirements issued b SKF
Group
Purchasing.
|
2.
Inspection of Production
|
2.1
|
SKF
shall have the right to inspect the Supplier's production, take
samples
and carry out other necessary investigations on the Supplier's
premises.
|
|
2.2
|
It
is the Supplier's responsibility to see to it that SKF can exert
its right
according to clause 2.1 even in cases where production is assigned,
partially or entirely, to another
company.
|
3.
Quality
|
3.1
|
The
Products shall be in accordance with technical and other specifications
set up by SKF. The Supplier shall comply with the SKF Quality Standards
for Suppliers.
|
|
3.2
|
The
Supplier is not allowed to change the function, appearance, properties
and
material of the Products concerned, without the prior written consent
of
SKF, after SKF has approved the sample
deliveries.
|
|
3.3
|
SKF's
approval of Products shall not affect the Supplier's liability
under the
Agreement.
|
|
3.4
|
The
Supplier shall notify SKF forthwith of any known or apprehended
Defective
Products. SKF shall notify the Supplier of any Defective Products
within 6
months after the Defective Products have been detected by
SKF.
|
|
3.5
|
If,
on account of Defective Products, SKF deems it necessary to carry
out an
inspection of any or all Products delivered, this shall be effectuated
after consultation with the Supplier, at the Supplier's expense.
The
Supplier shall compensate SKF for the cost of such
inspection.
|
|
3.6
|
The
Supplier shall, immediately upon SKF's request, replace or rectify
Defective Products free of charge or, if SKF so wishes, compensate
SKF for
the value of such Defective Products or for the costs of their
rectification. In addition, the Supplier shall compensate SKF for
all
costs, damages and losses incurred by SKF as a result of the Defective
Products.
|
|
3.7
|
If
Defective Products have been incorporated in SKF products that
have been
delivered to SKF customers, SKF shall have the right to call back
the SKF
products concerned, at the expense of the
Supplier.
|
|
3.8
|
The
Supplier shall indemnify SKF for freight charges with respect to
Defective
Products and, if the Defective Products are returned to the Supplier,
the
freight charges for returned Defective Products. All transport
of the
Defective Products in conjunction with rectification of defects
shall be
at the Supplier's account and risk.
|
|
3.9
|
The
Supplier's obligations under clause 3.5-3.8 above shall expire
2 years
after the SKF Products, in which the Defective Products have been
incorporated, have been delivered to any SKF customer outside the
SKF
Group. The period of time under which the obligations shall exist
shall
however, not exceed 3 years from delivery of the Defective Products
to
SKF. For the avoidance of doubt in the event German Civil Code
is
applicable, §487,479 BGB shall remain unaffected. The time limitations in
this clause shall not affect the Supplier's product liability under
clause
7 below.
|
|
3.10
|
When
a Defective product have been remedied Supplier shall be liable
for
defects in the replaced or required Product under the same terms
and
conditions as those applicable to the original
Products.
|
4.
Technical Modifications
SS
SKF reserves the right after the order has been placed, to modify the agreed
product specifications. Any such modification shall be confirmed in writing.
Any
difference in price and/or delivery date resulting from such modifications
is to
be subject to mutual agreement and must be confirmed in writing.
5.
Deliveries
|
5.1
|
Deliveries
shall be made in accordance with agreed delivery dates.
|
|
5.2
|
SKF
does not accept any responsibility for Products supplied in quantities
exceeding those agreed upon. Such products may be returned to the
Supplier's expense. The risk for such Products shall be borne by
the
Supplier.
|
|
5.3
|
SKF
does not accept any responsibility for Products delivered before
the
agreed date. Such Products may be returned to the Supplier at the
Supplier's expense. The risk for such products shall be borne by
the
Supplier.
|
|
5.4
|
The
Supplier shall forthwith notify SKF in writing of any known or
apprehended
events that may result in a breach of the agreed delivery date
and advise
SKF as soon as possible thereafter when delivery can be
expected.
|
|
5.5
|
The
Supplier shall have to pay for any extra freight charges incurred
in
ensuring that delayed deliveries reach SKF on time.
|
|
5.6
|
The
Supplier shall compensate SKF for all costs, damages and losses
incurred
by SKF as a result of late
delivery.
|
6. Termination
|
6.1
|
When
Products are delivered after agreed delivery time or when Defective
Products are not rectified or replaced within reasonable time,
without
limitations of SKF's other rights, SKF has the right to terminate
the
Agreement in full or in part.
|
|
6.2
|
If
the Supplier fails to fulfill his obligations under the Agreement,
SKF
shall have the right to terminate the Agreement
forthwith.
|
|
6.3
|
If
the Supplier becomes insolvent or if the ownership of the Supplier
is
transferred to another party, SKF has the right to annul forthwith
the
Agreement in full or any part
therof.
|
7.
Product liability
|
|
To
the extent that SKF might incur product liability itself or toward
any
third party, the Supplier shall indemnify SKF as far as the damage
or
SKF's liability is due to Defective
Products.
|
8.
Confidentiality
|
8.1
|
Designs,
samples, tools, drawings, plans, programs or other information
provided by
SKF to the Supplier must not be used by the Supplier for any other
purpose
than the fulfillment of the agreement and must not be reproduced
or
disclosed to a third party without written permission from
SKF.
|
|
8.2
|
On
the request of SKF the Supplier shall return all documentation
and
computer readable data, copies included, that the Supplier has
received
from SKF. Copies made by the Supplier or on behalf of the Supplier
shall
be destroyed forthwith.
|
|
8.3
|
The
Supplier shall not advertise or publicize in any way, without the
prior
written permission from SKF, the fact that he supplies, or has
been
contracted to supply, Products to SKF.
|
|
8.4
|
Designs,
samples, drawings, plans and programs ordered by SKF are SKF's
property.
|
|
8.5
|
On
delivery, the Supplier shall free of charge provide SKF with the
agreed
number, or at least one copy, of documents and drawings that are
sufficiently detailed to enable SKF to carry out assembly, starting
up,
running and maintenance of the
Products.
|
9.
Laws and regulations
|
|
Supplier
shall comply with all relevant laws and
regulations.
|
10.
Terms of delivery
|
|
Delivery
clauses shall be constructed in accordance with the latest version
of
"INCOTERMS".
|
11.
Payment
|
11.1
|
The
term of payment shall take effect from the date the invoice reaches
SKF.
Payment shall never be made before the Product has been
delivered.
|
|
11.2
|
Reception
of payment shall not affect SKF's right under the
Agreement.
|
|
11.3
|
SKF
Shall not accept additional charges, such as service fees or invoicing
charges.
|
12.
Force majeure
|
12.1
|
Neither
of the parties shall be bound by any undertaking which it is prevented
from fulfilling by force majeure such as industrial disputes, third
party
strikes and lockouts, riots, insurrection, fire, flood, war, confiscation,
or if competition is prevented by governmental intervention or
regulations
or other circumstances beyond the control of the party and which
the party
could not reasonable be expected to have anticipated at the time
of the
purchase, and the consequences of which the party could not reasonably
have avoided or overcome.
|
|
12.2
|
If
for any of the above reasons, the delivery delays exceed or is
estimated
to exceed six months the parties are free to annul that part of
the
Agreement relating to the delayed delivery or non-delivery without
incurring any liability with respect to the other
party.
|
|
12.3
|
If
a party wishes to refer to force majeure, he is obligated to notify
the
other party forthwith of the arising and ceasing
thereof.
|
13.
Arbitration
|
13.1
|
Any
dispute, controversy or claim arising our or in connection with
this
Agreement, or breach termination or invalidity thereof, shall be
finally
settled by arbitration in accordance with the UNCITRAL Arbitration
Rules
as at present force. The number of arbitrators shall be three and
at least
the chairman shall be from the country in which the proceeding
shall take
place. The appointing authority shall be the International Chamber
of
Commerce in Paris.
|
|
13.2
|
The
place of arbitration shall be the capital city of the country in
which SKF
Affiliate has its principle place of business. The arbitration
proceedings
shall, unless otherwise agreed, be held in the English
languate.
|
14.
Applicable law
|
|
The
Agreement shall be governed by the substantial law of the country
in which
the purchasing SKF company has its principle place of
business.
|
EXHIBIT
1.9.1
PRODUCTS
Any
steel
balls approved by SKF according to SKF "D36 specifications for suppliers"
in the
diameter range from 3,969mm up to 60,325mm, as set below.
Balls
are
spread in Ball
Diameter Groups, as
follow:
ØFrom
3,969mm to 8,731mm included hereinafter called "Small
Balls"
ØFrom 9mm
up to 14,288mm included (Hub Balls excluded) hereinafter called
"Small/Medium
Balls"
ØHub
Balls hereinafter called "Hub
Balls"
ØFrom
14,5mm
up to 20mm included hereinafter called "Medium/Large
Balls"
ØFrom
20,5mm up to 60,325mm included hereinafter called "Large
Balls''
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.9.2
PRODUCTS
(CONT'D)
Any
steel
balls approved by SKF according to SKF "D36 specifications for suppliers"
in the
diameter range from 3,969mm up to 60,325mm, as set below.
Balls
are
spread in Ball
Diameter Groups, as
follow:
From
3,969mm to 8.731mm included hereinafter called "Small
Balls"
From
9mm up to 14.288mm included (Hub Balls excluded) hereinafter called
"Small/Medium
Balls"
Hub
Balls hereinafter called "Hub
Balls"
From
14,5 mm up to 20mm included hereinafter called "Medium/Large
Balls"
From
20,5mm
up to 60,325mm included hereinafter called "Large
Balls"
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.12
SKF
PRODUCTION UNITS
SKF
SABB
Gothenburg (Sweden)
SKF
LSB
Schweinfurt (Germany)
SKF
Steyr
(Austria)
SKF
DGBB
St ▇▇▇ sur Loire (France)
SKF
DGBB
Bari (Italy)
SKF
Massa
(Italy)
SKF
Vilar
Perosa (Italy)
SKF
Nilaï
(Malaysia)
SKF
DGBB
Bangalore (India)
SKF
Uitenhage (South Africa)
SKF
DGBB
Fontenay Le Comte (France)
SKF
DGBB
Cassino (Italy)
SKF
DGBB
Jakarta (Indonesia)
SKF
DGBB
Sopot (Bulgaria)
SKF
MSBU-CBU St ▇▇▇ sur Loire (France)
SKF
BTU
St ▇▇▇ sur Loire (France)
SKF
HBU
St ▇▇▇ sur Loire (France)
SKF
HBU
Airasca (Italy)
SKF
HBU
Tudela (Spain)
SKF
HBU
Cajamar (Brazil)
SKF
HBU
Changwon (Korea)
SKF
HBU
Shanghai (China)
EXHIBIT
1.13
TECHNICAL
SPECIFICATIONS OF THE PRODUCTS
Technical
specifications of the balls can be found in SKF "D36" Specifications for
Suppliers that are kept in electronic format in SKF Databases to ensure their
continuous update and validity. In case of any amendment, SKF shall inform
its
suppliers and submit the modifications in written.
EXHIBIT
1.17.1
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF SABB Bothenburg (Sweden)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.2
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF LSB Schweinfurt
(Germany)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.3
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF Steyr (Austria)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.4
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF DGBB St ▇▇▇ sur Loire
(France)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.5
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF DGBB Bari (Italy)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.6
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF Massa (Italy)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.7
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF ▇▇▇▇▇▇ Perosa
(Italy)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.8
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF Nalaï
(Malaysia)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.9
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF DGBB Bangalore
(India)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.10
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF Uitenhage (South
Africa)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.11
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF DGBB Fontenay Le Comte
(France)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.12
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: DGBB Cassino ((Italy)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.13
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF DGBB Jakarta
(Indonesia)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.14
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF DGBB Sopot (Bulgaria)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.15
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF MSBU-CBU St ▇▇▇-sur-Loire
(France)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
1.17.16
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF BTU St ▇▇▇-sur-Loire
(France)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.17
NNE
REFERENCE PRICES LIST 2006
SKF
PRODUCTION UNIT: SKF HBU Airasca
(Italy)
SKF HBU St ▇▇▇-sur-Loire (France)
SKF HBU Tudela (Spain)
SKF HBU Cajamar (Brazil)
SKF
HBU Changwon (Korea)
SKF HBU Shanghai (China, PRC)
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
1.17.18
NNE
REFERENCE PRICES LIST 2006
for
BALL
DIAMETER GROUP "Small/Medium Balls"
[Redacted*]
*Information
omitted and submitted separately to the Commission under
Rule
24b-2.
EXHIBIT
2.7.1
LIST
OF PRODUCTS SUBCONTRACTED TO NN Balls and
Roller sInc., USA (NNBR)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
2.7.2
LIST
OF PRODUCTS SUBCONTRACTED TO NN Balls and
Roller sInc., USA (NNBR)
[Redacted*]
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
2.8
NNE
PRODUCTION TRANSFER ▇▇▇▇ ▇▇▇▇-▇▇▇▇ to Kysucké Nove Mesto
(Slovakia)
VOLUME
MOVEMENT 2007-2008-2009
The
Parties have defined the Product range to be considered by this movement
Volume
transferred from NNE to its new Supply Unit in Slovakia is expressed in
thousands of Euro. The Parties may amend product Content and Volume after
an
official approval of both Parties in writing.
[Redacted*]
PRICE
DEVELOPMENT ▇▇▇▇ ▇▇▇▇-▇▇▇▇-2009
[Redacted*]
On
January 1st,
2007.
SKF will
be immediately granted [Redacted*] percent (%) reduction on all
Products planned to be manufactured by NNE Supply Unit in Slovakia.
Additional [Redacted*]
percent (%) [i.e. [Redacted*] minus [Redacted*]] will be
applied after approval of the PPAP according to the rules set
below:
|
Ÿ
|
NNE
and SKF have agreed to specific product transfer plans, including
timing
for PPAP submissions, to the NNE Supply Units in Slovakia with
associated
price structures that provide additional savings to SKF on the
basis of
the volume movement agreed above.
|
|
Ÿ
|
If
NNE Supply Unit in Slovakia is not able to provide the PPAP submission
within sixty (60) calendar days of the agreed plan timetable for
any
reason other than Force Majeure, NNE is required to honor the price
development agreed beginning 6 months after the PPAP commitment
date, as
if the balls were being supplied from
Slovakia.
|
|
Ÿ
|
In
the event mat this clause must be enforced and NNE submits the
required
PPAP later than the sixty (60) calendar day period, SKF will have
a
maximum of six (6) months from the submission date of the PPAP
to grant
approval and begin to receive products from the new factory. If
this
approval is not granted within six (6) months of the PPAP submission,
the
price in effect will revert back to the appropriate price level
for the
original NNE Supply Unit.
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
2.9
PRODUCTION
TRANSFER ▇▇▇▇ ▇▇▇▇-▇▇▇▇ to NNE Subcontractor NNA
VOLUME
MOVEMENT 2007-2008-2009
The
Parties have defined the Product range to be considered by this movement
Volume
transferred from NNE to its Subcontractor is expressed in thousands of Euro.
The
Parties may amend Product Content and Volume after an official approval in
writing.
[Redacted*]
PRICE
DEVELOPMENT ▇▇▇▇ ▇▇▇▇-▇▇▇▇-2009
[Redacted*]
On
January 1st, 2007, SKF will be immediately granted [Redacted*]
percent (%) reduction on all Products planned to be manufactured by NNA on
behalf of NNE.
Additional [Redacted*]
percent (%) [i.e. [Redacted*] minus [Redacted*]] will be
applied after approval of the PPAP according to the rules set
below:
|
Ÿ
|
NNE
and SKF have agreed to specific product transfer plans, including
timing
for PPAP submissions, to NNA (NNE Subcontractor in China) with
associated
price structures that provide additional savings to SKF on the
basis of
the volume movement agreed above.
|
|
Ÿ
|
If
NNA Supply Unit is not able to provide the PPAP submission within
60
calendar days of the agreed plan timetable for any reason other
than Force
Majeure, NNE is required to honor the price development agreed
beginning 6
months after the PPAP commitment date, as if the balls were being
supplied
from Slovakia
|
|
Ÿ
|
In
the event that this clause must be enforced and NNE submits the
required
PPAP later than the sixty (60) calendar day period, SKF will have
a
maximum of six (6) months from the submission date of the PPAP
to grant
approval and begin to receive products from the new factory. If
this
approval is not granted within six (6) months of the PPAP submission,
the
price in effect will revert back to the appropriate price level
for the
original NNE Supply Unit.
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
4.1.1
PRICE
DEVELOPMENT ▇▇▇▇ ▇▇▇▇-▇▇▇▇-2009 FOR PRODUCTS
Manufactured
by
NNE
Supply Units in Pinerolo (Italy), Kilkenny (Ireland), Eltmann (Germany) and
its
Subcontractor NNBR
For
all SKF Production Units except “SKF DGBB Sopot (Bulgaria)” and “SKF Nilai
(Malaysia)”:
[Redacted*]
|
(1)
|
Price
change effective in 2007 shall be calculated over NNE Reference
Prices
2006, For Ball Diameter Group “Hub Balls”, NNE Reference Prices 2006 shall
refer to NNE Reference Prices 2006 set in Exhibit
1.17.17. For
all other Ball Diameter Groups, NNE Reference Prices 2006 shall
refer to
NNE Reference Prices 2006 set in Exhibits
1.17.1 to 1.17.7. Exhibits 1.17.9 to 1.17.13 and
Exhibits 1.17.15 to 1.17.16.
|
|
(2)
|
Each
year, price change compared to previous Contract year shall become
effective on the 1st
of
January of the Contract Year
|
For
SKF Production Unit “SKF DGBB Sopot (Bulgaria)”:
[Redacted*]
|
(1)
|
Price
change effective in 2007 shall be calculated over NNE Reference
Prices
2006 set in Exhibit
1.17.14.
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
4.1.2
PRICE
DEVELOPMENT ▇▇▇▇ ▇▇▇▇-▇▇▇▇-2009 FOR PRODUCTS
Manufactured
by
NNE
Supply Units in Pinerolo (Italy), Kilkenny (Ireland), Eltmann (Germany) and
its
Subcontractor NNA
For
SKF Production Unit "SKF Nilai (Malaysia)":
[Redacted*]
|
(1)
|
Price
change effective in 2007 shall be calculated over NNE Reference
Prices
2006 set in Exhibit
1.17.8.
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
4.4.1
RAW
MATERIAL CLAUSE
SKF
and
NNE agree that the prices of Products will be subject to periodic adjustment
due
to changes in the base material price from the raw material suppliers of
NNE and
its Subcontractors as well as due to changes in scrap surcharges. Due to
the
fact that NNE and its Subcontractors have unique commercial conditions with
their suppliers, the material price adjustment will be calculated based on
the
origin of the products.
|
|
1.
|
For
products from NNE'sEuropean
facilities:
|
|
|
a.
|
Adjustment
for Change in Base Price: Pricing
of Products will be adjusted January 1st
of
2008 and 2009 in accordance with material cost changes by applying
the
Material Content Percentage, [Redacted*] to the Percentage Change
in
Material Cost. The base material cost effective January 1,2007
is
[Redacted*]. NNE will provide to SKF its best estimate of the pending
change by October 15th
of
each year to facilitate SKF's planning process. Once material negotiations
are completed, NNE will provide to SKF the actual ball price adjustment
with the supporting calculation of the Percentage Change in Material
Cost
and the associated adjustment to Product prices as well as evidence
showing these material cost
changes.
|
|
|
b.
|
Adjustment
for Quarterly Change in Scrap Surcharges: Effective
January 1, 2007, a Base Scrap Surcharge of [Redacted*] ton has been
established by calculating the average scrap surcharge experienced
by NNE
in 2006. For reference this was derived from the French E8 Index
during
the period from October 2005 through September 2006. On January
1, April
1, July 1 and October 1 of each year covered by the Global Supply
Agreement (GSA), NNE shall calculate the impact of change in the
actual
surcharge in place for the previous quarter compared to the Base
Scrap
Surcharge established at the beginning of the GSA. The result of
this
calculation will be shared with SKF Group Purchasing. On July
1st
and January 1st,
NNE will issue an invoice or credit note for the accumulated impact
of
scrap surcharges for the previous two quarters. The Scrap Surcharge
or
Credit shall be separate from Product invoices and issued from
NNE to each
SKF location with payment terms consistent with the terms in the
General
Supply Agreement. The calculation of the of the Scrap Surcharge
or Credit
will be based on the actual tons of balls invoiced during the previous
quarter divided by [redacted*] (material yield factor) multiplied
times
the change in the actual scrap surcharge for the previous quarter
compared
to the Base Scrap Surcharge.
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
4.4.2
RAW
MATERIAL CLAUSE (CONT'D)
|
|
2.
|
For
products from NNE's Subcontractor, NN Asia
(NNA):
|
The
current NN Asia raw material price development from current suppliers uses
base
price adjustments as often as quarterly with no surcharges. Material price
adjustments for NN Asia Products will be handled in the following
way:
|
|
a.
|
Annual
Product Price Adjustment: Pricing
of Products will be adjusted January 1st
of
2008 and 2009 in accordance with material cost changes by applying
the
Material Content Percentage, [Redacted*], to the Percentage
Change in Material Cost. The base material cost effective January
1,2007
is [Redacted*] ton. NNB will provide to SKF its best estimate of the
pending change by October 15th
of
each year to facilitate SKF's planning process. Once material negotiations
are completed, NNE will provide to SKF the actual ball price adjustment
with the supporting calculation of the Percentage Change in Material
Cost
and the associated adjustment to Product prices as well as evidence
showing these material cost
changes.
|
|
|
b.
|
Credit
/ Debit Note for quarterly Change in Material Cost: At
the end of Quarters 2, 3 and 4, NNA will calculate me impact of
material
price change, if applicable, by comparing the current material
price to
the price in effect on January 1st.
This calculation will be shared with SKF Group Purchasing. On July
1st
and January 1st,
NNA will issue an invoice or credit note for the accumulated impact
of
material price changes for the previous two quarters. The Material
Invoice
or Credit shall be separate from Product invoices and issued from
NNA to
each affected SKF location with payment terms consistent with the
terms in
the General Supply Agreement. The calculation of this Material
Surcharge
or Credit will be based on the actual tons of balls invoiced during
the
previous quarter divided by [Redacted*] (material yield factor)
multiplied times the change in the actual material cost for the
quarter
compared to the material cost in effect when the Product price
was set in
January.
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
4.4.3
RAW
MATERIAL CLAUSE (CONT'D)
|
3.
|
For
products from NNE's Subcontractor, NN Ball and Roller
(NNBR):
|
The
current NNBR raw material price development from current suppliers uses base
price adjustments as often as quarterly with no surcharges. Material price
adjustments for NNBR Products will be handled in the following way:
|
|
a.
|
Annual
Product Price Adjustment: Pricing
of Products will be adjusted January 1st of 2008 and 2009 in accordance
with material cost changes by applying the Material Content
Percentage, [Redacted*], to the Percentage Change in Material
Cost for sizes <33mm diameter made from wire rod. For sizes >33mm
coming from forged blanks, the adjustment will be based the Material
Content Percentage, [Redacted*], to the Percentage Change in
Forged Blank Cost. The base material cost effective January 1,
2007 is
€1019/ton for wire rod. The base forged blank cost effective January
1,
2007 is [Redacted*] /ton of which it is assumed the material cost
is [Redacted*]/ton before yield loss. The material factor for forged
blanks is based on this material cost. NNE will provide to SKF
its best
estimate of the pending change by October 15th of each year to
facilitate
SKF's planning process. Once material negotiations are completed,
NNE will
provide to SKF the actual ball price adjustment with the supporting
calculation of the Percentage Change in Material Cost and the associated
adjustment to Product prices as well as evidence showing these
material
cost changes.
|
|
|
b.
|
Credit
/ Debit Note for quarterly Change in Material Cost: At
the end of Quarters 2, 3 and 4, NNBR will calculate the impact
of material
price change, if applicable, by comparing the current material
price to
the price in effect on January 1st. This calculation will be separated
into two parts based on Products made from wire rod (ball sizes
<33mm)
and Products made from purchased forged blanks (ball sizes >33mm).
These calculations will be shared with SKF Group Purchasing. On
July 1st
and January 1st, NNBR will issue an invoice or credit note for
the
accumulated impact of material price changes for the previous two
quarters. The Material Invoice or Credit shall be separate from
Product
invoices and issued from NNBR to each affected SKF location with
payment
terms consistent with the terms in the General Supply Agreement.
For ball
sizes <33mm, the calculation of this Material Surcharge or Credit will
be based on the actual tons of balls invoiced during the previous
quarter
divided by [Redacted*] (material yield factor) multiplied times
the change
in the actual material cost per ton for the quarter compared to
the
material cost per ton in effect when the Product price was set
in January.
For ball sizes >33mm, the calculation of this Material Surcharge or
Credit will be based on the actual tons of balls invoiced during
the
previous quarter multiplied by the forged blank material factor
[Redacted*] multiplied times the change in the actual forged blank
cost
per ton for the quarter compared to the forged blank cost in effect
when
the Product price was set in
January.
|
4. As
it is
in the best interest of NNE and its Subcontractors to develop and approve
additional raw material suppliers, the parties agree that the prices to be
used
in the above calculations will be based on a prorated price calculation using
the ratio of raw material purchases by NNE or its Subcontractor during the
period from sources approved by SKF.
5. SKF
and
NNE agree to negotiate in good faith to adjust these material pass-through
provisions if there is a change in the current structure of raw material
price
development for any of the three geographic regions.
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
5.4
PAYMENT
TERMS PER SKF PRODUCTION UNIT
|
SKF
PRODUCTION UNIT
|
Payment
terms
[Redacted*]
|
Comments
|
|
SKF
SABB Gothemburg (Sweden)
|
|
|
|
SKF
LSB Schweinfurt (Germany)
|
|
|
|
SKF
Steyr (Austria)
|
|
|
|
SKF
DGBB St ▇▇▇-sur-Loire (France)
|
|
|
|
SKF
DGBBBari (Italy)
|
|
|
|
SKF
Massa (Italy)
|
|
|
|
SKF
VillarPerosa (Italy)
|
|
|
|
SKF
Nilaï (Malaysia)
|
|
For
supplies from consignment stock
|
|
|
|
For
all other supplies
|
|
SKF
Bangalore (India)
|
|
|
|
SKF
Uitenhage (South Africa)
|
|
|
|
SKF
DGBB Fontenay Le Comte (France)
|
|
|
|
SKF
DGBB Cassino (Italy)
|
|
|
|
SKF
Jakarta (Indonesia)
|
|
For
supplies from NNA
|
|
|
|
For
supplies from NNE
|
|
SKF
DGBB Sopot (Bulgaria)
|
|
|
|
SKF
MSBU-CBU St ▇▇▇-sur-Loire (France)
|
|
|
|
SKF
BTU St ▇▇▇-sur-Loire (France)
|
|
|
|
SKF
HBU Airasca (Italy)
|
|
|
|
SKF
HBY St ▇▇▇-sur-Loire (France)
|
|
|
|
SKF
HBU Tudela (Spain)
|
|
|
|
SKF
HBU Cajamar (Brazil)
|
|
|
|
SKF
HBU Changwon (Korea)
|
|
For
supplies from NNA
|
|
|
|
For
supplies from NNE
|
|
SKF
HBU Shanghai (PRC)
|
|
For
supplies from NNA
|
|
|
|
For
supplies from NNE
|
*Information
omitted and submitted separately to the Commission under Rule
24b-2.
EXHIBIT
8.1
THE
SKF QUALITY STANDARDS FOR SUPPLIERS