***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
Exhibit 10.26
Fabric & Home Care PS Purchases
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
SUPPLY AGREEMENT
1. BUYER:
The Procter & Xxxxxx Manufacturing Company, 1 Procter & Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxx 00000-0000, XXX, on behalf of itself,
The Procter & Xxxxxx Company, 1 Procter & Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxx
00000-0000, XXX, on behalf of itself,
Procter & Xxxxxx International Operations SA, a corporation organized and
domiciled under the laws of Switzerland, with offices at Xxxxxx Xxxxxxxx
Xxxxxx, 00 Xxxxx xx Xxxxx Xxxxxxx, 0000 Xxxxx Xxxxx 0, Xxxxxx
Xxxxxxxxxxx, on behalf of itself and the following affiliated companies:
[...***...]
P&G Northeast Asia PTE, Ltd. - Xxxxx Xxxxxx, 00, Xxxx-xxx Xxxx 1-chome,
Higashinada-ku, Kobe 658-0032 Japan on behalf of itself.
Hereinafter, each entity identified above and referred to hereinafter as
Buyer shall be severally liable to Seller only with respect to that
portion of Material (as defined below) and purchased by such entity as
evidenced by Releases under this Agreement. The rights and obligations
between the parties hereto extend between Seller and each respective
entity. However, any particular entity within the definition of Buyer
shall only be bound hereunder with respect to that portion of the
Material (as defined below) purchased by such entity.
2. SELLER: Genencor International, Inc., 000 Xxxxxxxx Xxxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000, XXX and its affiliates, herein referred to as
Seller. As used herein, the term `affiliates' means any corporation
controlled by or under common control with Genencor International, Inc.,
through greater than seventy five percent (75%) stock ownership, direct
or indirect.
3. MATERIAL: Material shall mean Genencor products which are included and
described in the appropriate Attachment whether delivered as single
granules, liquid or any other form mutually agreed upon in an executed
amendment.
Attachment 4, "Characterization of Detergent Enzyme Materials", sets out
samples and information to be provided by the Seller to the Buyer, which
define characterization of Materials for Safety review. Moreover, Seller
agrees to supply to Buyer, [...***...] and the antisera necessary to
perform the ELISA assay for these enzymes.
Page 1
*CONFIDENTIAL TREATMENT REQUESTED
4. QUALITY: Equal to Seller reference sample most recently submitted by
Seller and found acceptable to Buyer. Suitable for Buyer's use, as
determined by Buyer, and in strict accordance with Buyer's applicable
specifications, and such revisions as may be made during the period of
this Agreement. The product to be produced shall be of merchantable
quality. [...***...] Seller agrees to make every reasonable effort to
comply with Buyer's revised specifications. Each revision or change is
considered accepted by Seller if an exception to it is not received
within 45 days after Seller receives it. If no exceptions are received,
Seller is responsible for adherence to the new standards or
specifications. If Seller is unable to provide materials in accordance
with the new specifications established by Buyer at the time needed by
Buyer, and at a price acceptable to both parties, Buyer shall have the
option of terminating its obligations under this Agreement for the
Material(s) involved without penalty.
5. QUANTITY:
a. For all Buyer's products introduced commercially by Buyer after
January 1, 2001, which includes existing Seller's Materials used
in new applications, the annual volume commitment of Buyer, and
related terms, shall be mutually agreed in an executed amendment.
b. For each Material (as defined in the appropriate Attachment),
Buyer shall provide a written annual forecast for the current
calendar year and the following calendar year. Such forecasts
shall be estimates only and shall not constitute firm quantity
commitments. Buyer is to update this forecast as appropriate
during the contract year. Moreover, written notice will be
submitted regularly for each Buyer location, with release dates
provided once per month.
c. [...***...]
6. PRICE:
a. The price, including currency provisions, for Seller's Material
under this Agreement shall be set by the Seller as listed in the
appropriate Attachment.
b. Seller warrants that the prices set forth in this Agreement are
valid under the provisions of the Xxxxxxxx-Xxxxxx (Price
Discrimination) Act, Canadian Competition Act and all other
pertinent laws, orders and regulations in applicable geographies.
7. PAYMENT TERMS :
As described in the appropriate Attachment.
8. SHIPMENTS:
a. [...***...] This Agreement will apply to any purchases so made. Buyer
will not accept charges for packaging unless by prior agreement in
writing. Any warehousing or customs charges incurred as a result of
lack of or late receipt of correct documents, caused by Seller, will
be charged to Seller. Similarly charges caused by Buyer shall be for
account of Buyer.
Page 2
*CONFIDENTIAL TREATMENT REQUESTED
b. CONSIGNMENT: Buyer and Seller are continuing to implement, by mutual
agreement in certain locations, provisions for Consignment activities
related to Material listing in this Agreement. Such terms, after written
mutual agreement, shall be either included as an attachment to this
Agreement or executed as one or more separate agreements
9. MEET OR RELEASE: [...***...] If Seller fails to do so or cannot legally
do so, and if the facts and circumstances indicate that such better price
is not the result of changes in applicable currency exchange rates, Buyer
may purchase from the supplier of the lower total cost materials, and any
purchases so made shall be held to apply to this Agreement, and the
obligation of Buyer and Seller shall be reduced accordingly.
10. FAVORED NATIONS: If, during the life of this Agreement, Seller provides
materials substantially the same as those listed herein at prices,
[...***...] lower than the prices then effective under this Agreement,
said lower price(s) shall apply to all Seller's Materials thereafter
provided under this Agreement during the period of sale at such lower
price(s) to others, provided Seller can legally extend such lower
price(s) to Buyer.
11. FAILURE TO SUPPLY:
a. The parties have entered into negotiations with the mutual goal of
obtaining one or more contingency or substitute products qualified
and approved by Buyer for each Material in the Attachments. If,
during the term of this Agreement, Seller fails to supply any
qualified Material defined in Paragraph 3 "Material" and the
corresponding Attachment, without replacing this Material with
another qualified Material supplied by Seller which is acceptable, at
the sole discretion of Buyer, for use in Buyer products, Seller will
arrange for supply to be reestablished over the shortest period of
time possible, whether this is at a Seller facility or through an
arrangement with an alternative supplier (such other supplier to be
approved by Buyer). In the event that Seller cannot supply, Buyer
shall have the right to arrange for an alternative supplier via a
supplier reasonably acceptable to Seller, provided, however, that
Seller's proprietary information shall be safeguarded by an
appropriate confidential non-disclosure agreement and non-use other
than for the purpose of its supply agreement with Buyer; provided
further that Seller shall provide a non-exclusive, royalty-free
license to such alternative supplier procured by Buyer covering the
technology and know-how required to produce the Material, including
but not limited to samples of the Materials and/or the microorganisms
used to produce the Material, as well as Seller paying any expenses
for any upcharges associated with Buyer obtaining the alternate
supplied Material. There is a limit to the annual expenses covered by
Seller of fifteen percent (15%) per previous twelve (12) months of
actual purchases in Buyer's Business Category of the affected
Material(s) within the specific region(s). For an example of this
limitation, see Attachment 5, "Failure to Supply Example".
b. Under the circumstances described above, [...***...] Seller shall not
collaborate with third parties or sell this Material for use within
the Application Area (as described in the appropriate Attachment) for
the term of this Agreement and thereafter Buyer shall grant to Seller
a non-exclusive, royalty-free license (without the right to
sublicense non-Affiliates) under all applicable Patent Rights owned
or exclusively controlled by Buyer necessary to allow Seller to
collaborate with third parties and sell such Material for use within
the Field of Agreement. However, in the event that this Material is
replaced by another Material supplied by Seller, then exclusivity of
purchase by Buyer shall be maintained for both Materials pursuant to
the terms of this Agreement herein.
Page 3
*CONFIDENTIAL TREATMENT REQUESTED
12. ENVIRONMENTAL COMPLIANCE: Seller warrants that all substances provided
hereunder comply in all respects with the applicable requirements of the
Canadian Environmental Protection Act, the U.S. Toxic Substances Control
Act, Regulations under said Acts and all other related legislation.
Seller warrants that all substances it provides to Buyer will accurately
correspond to Buyer's specification(s) and that it will notify Buyer in
advance of any proposed change in the substance(s) specified and supplied
hereunder which could alter or add to any of the Chemical Abstract
Service (CAS) number(s) for those substances which are listed in the Raw
Material Specification(s) cited herein. Any such changes must be mutually
agreed upon by the Buyer and Seller prior to shipment to Buyer. Seller
agrees to indemnify and hold harmless Buyer and its affiliates from all
damages and liability resulting from any breach of the warranties
included in this Paragraph.
13. FORCE MAJEURE: Fire, flood, strikes, lock-out, epidemic, explosion,
accident, shortage of customarily used transportation equipment (or
suitable substitute), or other causes beyond the reasonable control of
the parties, which prevent Seller from delivering or Buyer from receiving
and/or using the commodity(s) covered by this Agreement, shall operate to
reduce or suspend deliveries during the period required to remove such
cause. In the event of reduced deliveries by Seller under the provisions
of this paragraph, Seller shall allocate its available supply of
commodity(s), component raw materials, and suitable manufacturing
facilities among purchasers and Seller's divisions, departments, and
affiliates on such basis that Buyer's percentage reduction will not be
greater than the overall percentage reduction in total quantity of
commodity(s), component raw materials and suitable manufacturing
facilities Seller has available for supply. Any deliveries suspended
under this paragraph shall be canceled without liability, and the
Agreement quantity shall be reduced by the quantities so omitted. In the
event non-availability of raw materials causes Seller to reduce shipments
to Buyer, Seller agrees to give Buyer the option to provide such raw
materials to Seller at a price not to exceed market cost. If Buyer
provides raw materials to Seller at such price, Seller will increase
deliveries of commodity to Buyer by the amount produced with the raw
materials supplied by Buyer, up to the quantity specified in the
Agreement.
14. CUSTOMS LAW COMPLIANCE: Seller warrants compliance with applicable
customs laws and related governmental laws and regulations promulgated
thereunder. Seller agrees to indemnify and save Buyer harmless for any
liability, cost or expense incurred as a result of Seller's failure to
comply. For all orders of non-US origin goods, the Buyer will inform
Seller(s) of the specific destination(s) of the shipment(s) and the
import regulations and other legal requirements of the country of
destination which will apply. In the event that the customs authorities
of the destination country refuse entry of the goods, except for Buyer's
failure to provide complete and accurate information as described above,
or where Material is not F.O.B. Delivered Buyer's plant, Buyer's failure
to obtain the appropriate import license or pay duty, Buyer will not be
responsible to pay for the same and, if payment has already been made,
Seller will reimburse Buyer in full. Except for customs problems caused
by Buyer's failure, Seller shall be responsible for the repatriation of
the goods at Seller's own cost.
15. AGREEMENT PRECEDENCE: [...***...] In the event of any conflict between
this Agreement and any amendments or supplements thereof, the amendments
or supplements shall take precedence.
16. PRODUCTION PROCESS CHANGES: Seller shall notify Buyer prior to making any
significant changes to Materials provided by Seller, to the production
process, or production equipment and/or location(s) involved in the
fulfillment of this Agreement and shall obtain Buyer's agreement that
such changes do not render the products supplied hereunder unsuitable for
Buyer's use prior to instituting such changes. Each revision or change is
considered accepted by Buyer if a notice is not received within 30 days
after Seller mails it, requesting that Buyer and Seller meet as soon as
possible to determine the most
Page 4
*CONFIDENTIAL TREATMENT REQUESTED
effective way for Buyer to provide an efficient cost effective Material
for use in view of the proposed significant changes described above. If
no exceptions are received, Buyer agrees to the proposed Seller changes.
[...***...]
17. REFORMULATION: Should Buyer by reason of product reformulation, process
change or similar reason, deem it necessary to reduce or discontinue
purchases of Materials or services covered by this Agreement, Buyer shall
have the right to reduce or discontinue Seller's shipments hereunder,
provided that Buyer notifies Seller as soon as it has reasonable
expectation of such change and further provided any such reduction or
discontinuance is in the same proportion as applied by Buyer to other
suppliers, if any, supplying materials or services to Buyer, and provided
further, that Buyer has given Seller not less than ninety (90) days'
notice of such reduction or discontinuance. If Buyer needs to reformulate
in less than ninety (90) days, Seller will make a good faith effort to
accommodate Buyer's requirements.
18. SUBCONTRACTING: Seller shall directly provide all materials and services
related to production of Materials covered by this Agreement. Seller
shall obtain written authorization from Buyer prior to assigning or
subcontracting any work or services involved in the manufacture or
handling of Materials covered by this Agreement, its extensions, or any
of Buyer's purchase orders referencing this Agreement.
19. CONFIDENTIALITY: All proprietary technical, experimental, manufacturing
and/or other information disclosed by the disclosing party to the
receiving party pursuant to this Agreement or its extension(s) are
considered by the disclosing party as being highly confidential in
nature. The receiving party agrees to take all reasonable precaution to
prevent disclosure to third parties. The receiving party shall hold in
confidence the disclosing party's interest in specific materials and any
technical or business information the receiving party may learn, observe
or otherwise obtain concerning the disclosing party, or of its
subsidiaries, incident to the receiving party's performance under the
terms of this Agreement. These restrictions upon disclosure shall cease
to apply as to any specific portion of said information which is or
becomes available to the public generally, not due to the fault of the
receiving party, or upon receipt by the receiving party of the written
authorization of the disclosing party to make such disclosure.
20. SECURITY PRECAUTIONS: Both Buyer and Seller agree to take all reasonable
security precautions concerning proprietary information, including
information gained via site access, related to product transferred
hereunder. In particular, both Seller and Buyer shall protect the
information of the other, using a standard of care which shall at not
time be less than the standard of care such Party uses to protect its own
proprietary information of a similar type or value.
21. FULFILLING PRODUCTION REQUIREMENTS: Should Seller fail (due to causes
within Seller's control) to meet Buyer's scheduled releases as mutually
agreed to by both parties, Seller shall take all reasonable steps,
including but not limited to, working extra hours, shifts, or days to
fulfill Seller's obligations hereunder. All costs for such effort will be
at Seller's expense. Further, Seller may use alternate shipping methods
to expedite delivery to Buyer to meet schedules to which both parties
agree. In such cases in North America, Seller must receive Buyer's
approval prior to the use of any carrier other than those on Buyer's
approved carrier list. Additional shipping costs resulting from such
expedited deliveries or use of alternate carriers will be at Seller's
expense.
22. INDEMNIFICATION:
Page 5
*CONFIDENTIAL TREATMENT REQUESTED
a. By acceptance of this Agreement and in consideration thereof, Seller
agrees that it shall indemnify and hold Buyer, its affiliated
companies and their respective officers, directors, agents and
employees (the "Indemnified Party(ies)") harmless against [...***...]
b. [...***...]
c. Seller warrants title to the Seller Materials and that such Seller
Materials as manufactured and packaged by or for Seller will conform
to the raw material specifications as agreed to by the parties.
Seller warrants further that Seller Materials will be supplied at
agreed-upon manufacturing and quality standards applicable at the
time under this Agreement or under a separate agreement between the
parties, and will be fit for use in household and laundry cleaning
products for which the parties have agreed and the Seller Materials
were designed and manufactured.
d. Seller specifically agrees to indemnify and hold the Indemnified
Parties harmless from and against any and all claims, damages
(excluding consequential damages except as explicitly detailed
herein), suits, judgments, expenses (including reasonable attorneys'
fees), losses or liability arising out of: (i) the breach of any
Seller warranty in this Agreement or any agreement to which it or an
affiliated company is party supplying Seller Materials; (ii) the
negligent manufacture of any Seller Materials; (iii) injury or
alleged injury (including death) to person, property, or environment,
when brought by individuals, corporations, government or any other
entity or persons not employed by Buyer, nor a party to this
Agreement; or (iv) Seller's negligence in the performance of its
responsibility hereunder or under any other agreement to which it or
an affiliated company is party supplying Seller Materials, including
but not limited to, negligence in the handling, processing, marketing
or disposal of any such Seller Materials or any part thereof.
e. By acceptance of this Agreement and in consideration thereof,
Buyer agrees that it will indemnify and hold Seller harmless
[...***...]
f. Except to the extent caused by or arising out of the negligent or
willful acts of Seller or out of a Seller Material, Buyer
specifically agrees to indemnify and hold Seller, its officers,
directors, agents and employees (and only those entities or persons)
harmless from and against any and all claims, damages (excluding
consequential damages except as explicitly detailed below), suits,
judgments, expenses (including reasonable attorneys' fees), losses or
liability arising out of (i) the breach of any Buyer warranty in this
Agreement or any agreement to which it is party supplying Buyer
Products; (ii) any alleged defect in any Buyer Product; (iii) injury
or alleged injury (including death) to person, property or
environment, caused by the negligent or willful acts of Buyer, when
brought by individuals, corporations, government or any other entity
or persons not employed by Seller, nor a party to this Agreement; or
(iv) Buyer's negligence in the performance of its responsibility
hereunder or under any other agreement to which it is party supplying
Buyer Products, including but not limited to, negligence in the
handling, processing, marketing or disposal of any such Buyer
Products.
Page 6
*CONFIDENTIAL TREATMENT REQUESTED
g. Notwithstanding any other provision of this Agreement, the
aggregate limit of Seller's liability to any P&G company or
affiliated company listed in Paragraph 1, "Buyer", above for any
consequential, indirect or similar damages under all sections of
this Agreement shall not exceed the most current annual revenue
paid to Seller under this Agreement by such P&G company or
affiliated company (based upon Buyer's most recently closed fiscal
year). However if no such annualized revenue number is available
because the Buyer and Seller have not operated under this
Agreement for such a period, (i.e. the sales occurred prior to the
execution of this Agreement), then revenues paid under terms
analogous to those contained herein above (i.e., the most current
annual revenue paid for the year encompassing the start of this
Agreement) shall be the maximum aggregate limit of Seller's
liability.
23. PERSONAL INJURY AND PROPERTY DAMAGE LIABILITY IN SELLER OWNED OR
CONTROLLED MANUFACTURING OR PROCESSING FACILITIES: Seller assumes sole
responsibility for taking all necessary health and safety precautions,
including compliance with all applicable local, state, provincial and
federal regulations, in Seller's processing material under this
Agreement. These precautions shall include, but not be limited to, such
things as proper control of ventilation, the wearing of adequate
protective clothing, and installation and proper utilization of
appropriate environmental control equipment. Seller agrees to indemnify
and hold harmless Buyer for all losses, damages and expenses resulting
from any claim or action for injury to persons or damage to property or
action by any regulatory agency arising out of, or in any way associated
with, the design, installation, and/or operation of any formulation,
packaging, or support equipment (including equipment owned by Seller,
Buyer or third parties), and/or the production, Seller's processing or
handling of the material processed hereunder and all raw materials used
in the processing including, without limitation, injuries to Seller's
employees involved in these operations caused or contributed to by the
negligence of those employees or fellow employees. Seller agrees to
provide minimum [...***...] of commercial liability insurance in support
of this indemnity.
24. SELLER BANKRUPTCY: In the event Seller shall be unable to pay its bills
as they become due in the ordinary course, or if a trustee or receiver of
any of its property shall be appointed, or if Seller shall make any
assignment for the benefit of creditors, or if a petition in bankruptcy
shall be filed by or against Seller, or if Seller shall liquidate its
business for any reason, Buyer shall have the right to terminate this
Agreement immediately without further obligation. Seller will make
available for Buyer's removal any such raw materials, finished product,
or other of Buyer's property then under Seller's control. Seller further
agrees not to encumber such materials, finished product or other
property, as through security liens or pledges, in any way. Buyer's right
to remove such Material shall have priority over all other claimants.
25. CHANGE IN SELLER OWNERSHIP: In recognition of the confidentiality
obligation Seller has assumed hereunder, Seller agrees not to assign or
transfer its right and obligations hereunder without the express written
consent of the Buyer. If for any reason Seller decides to sell or
transfer the manufacturing operation used in the fulfillment of this
Agreement, Seller shall provide Buyer with at least ninety (90) days'
advance written notice of its intent to transfer or sell such operation
and will alternatively: (a) supply to Buyer written agreement to
guarantee fulfillment of all obligations of Seller hereunder, or (b)
extend to Buyer an option exercisable within ninety (90) days after the
date of such notice to sublease the portions of the facility used in
performance of this Agreement and to lease any and all equipment for the
purpose of conducting the manufacturing operation by or on behalf of
Buyer. It is understood that this option does not in any way limit the
other rights and obligations of the Parties set forth in this Agreement.
If the above obligations of Seller are not met in any transfer of
ownership,
Page 7
*CONFIDENTIAL TREATMENT REQUESTED
Buyer reserves the right to reduce or discontinue purchases under this
Agreement, or terminate this Agreement, without obligation if any company
obtains whole or part corporate ownership of Seller.
26. BREACH OF TERMS: In the event Seller breaches any of the material terms
of this Agreement or its extension(s), Buyer shall immediately notify
Seller and allow Seller a reasonable opportunity to cure said breach not
exceeding fifteen (15) days. If said breach is not remedied within such
period, as determined by Buyer, Buyer shall then have the right to
terminate this Agreement immediately without further obligation to
Seller. Seller will make available for Buyer's removal any such raw
materials, finished product, or other of Buyer's property then under
Seller's control. Seller further agrees not to encumber such materials,
finished products, or other property as through security liens or
pledges, in any way.
27. ENVIRONMENTAL INDEMNITY: Seller agrees to comply with all applicable
federal, state, provincial and/or local environmental laws, ordinances,
codes, rules, regulations and permits and to handle all raw materials,
off specification product, excess or scrap materials, waste, and finished
products in an environmentally safe manner so as to prevent any
contamination of the structure, soil or ground water in, on, or adjacent
to the Seller's facility or plant at which Seller performs the work which
is the subject of this Agreement. Seller agrees to indemnify Buyer, its
parent, affiliates, subsidiaries, successors, assigns and their
respective directors, officers, shareholders and employees (Indemnities)
and save and hold each of them harmless from all liabilities, losses,
claims, demands, assessments, fines, costs or expenses (including,
without limitation, reasonable attorneys' and consultants' fees and
expenses) of every kind, nature or description arising under common law
or any applicable environmental law resulting from, arising out of or
relating to any conditions or activities at or involving any facility or
plant at which Seller performs the work which is the subject of this
Agreement.
28. INVOICING: Buyer and Seller agree there are no present discounts for
prompt payment. [...***...] If the freight xxxx is not attached, the
Seller must show on the invoice, in addition to the transportation
charge, the weight of the shipment, the freight rate charged, the name of
the carrier, and attach to the invoice a copy of the xxxx of lading only.
Buyer may withhold payment of Seller's invoice until the date that this
condition has been fulfilled and reserves the right to take cash discount
from this later date. If Buyer requests that goods be shipped "freight
collect", Buyer shall be responsible for transportation charges. On
shipments originating in the U.S., the "non-recourse" clause on the xxxx
of lading covering the shipment must be signed, and any overcharges which
may accrue will be for Seller's account.
29. FDCA COMPLIANCE: Buyer and Seller presently believe this Agreement does
not relate to the purchase of any food, drug, cosmetic or device, or
substance, the intended use of which results or may reasonably be
expected to result, directly or indirectly, in its becoming a component
or otherwise affecting the characteristics of any food, drug, cosmetic or
device (including any substance intended for use in producing,
manufacturing, packing, processing, preparing, treating, packaging,
transporting, or holding any food, drug, cosmetic or device). However, if
Seller and Buyer agree upon the use of one of Seller's Material(s) for
this type of application, Seller shall guarantee that the thing or things
comprising each shipment or other delivery hereafter made by Seller to
Buyer, as of the date of such shipment or delivery, is not adulterated or
misbranded within the meaning of the U.S. Federal Food, Drug and Cosmetic
Act, as amended, or within the meaning of applicable U.S. State laws or
Municipal ordinances in which the definitions of adulteration and
misbranding are substantially the same as those contained in the U.S.
Act, and not an article which may not, under the provisions of Section
404 or 505 of the U.S. Act, be introduced into interstate commerce; is of
a suitable grade and complies with all requirements of the Food and Drugs
Act of Canada and the Regulations made thereunder, and with the Canadian
Federal, Provincial and Municipal laws in that regard; and, that if any
such article is a coal-tar color or contains a
Page 8
*CONFIDENTIAL TREATMENT REQUESTED
coal-tar color, that said color was manufactured by Seller, and is from a
batch certified in accordance with the applicable regulations promulgated
under the U.S. Federal Food, Drug and Cosmetic Act, as amended, and
Regulations issued under the Food & Drug Act of Canada, as amended, or
that Seller has in its possession a guaranty to the same effect from the
manufacturer of said color. Seller agrees to indemnify and save harmless
Buyer from any claim or action howsoever arising from Seller's failure to
comply with the terms of this paragraph.
30. ACCESS FOR BUYER'S REPRESENTATIVE: Seller will permit Buyer's
representatives access to any area of Seller's manufacturing facilities
having to do with the fulfillment of this Agreement upon reasonable
notice by Buyer, mutually agreed times, and execution of appropriate
security precautions. Should security requirements of other customers of
Seller create conflict with this right, Buyer shall be so informed and
compatible scheduling arranged.
31. EXPIRATION AND TERMINATION:
a. At the expiration or termination of this Agreement, Seller shall not
be required to supply more than [...***...] requirements of any
qualified product defined in Paragraph 3 "Material" and the
corresponding Attachment, based on the date of expiration or
termination notice. If pursuant to this paragraph, Seller, upon the
express written request of Buyer, holds in inventory (including work
in process inventory of manufacture estimated [...***...] of
inventory) more than the quantity of each qualified product defined
in Paragraph 3, "Material" and the corresponding Attachment,
corresponding [...***...] at the date of termination or expiration,
Buyer will purchase in addition such excess amount [...***...] of
requirements.
b. Regardless of whether this Agreement is in force or terminated,
Seller shall be restricted in its use of the FN Products to that set
out in Paragraph 3, "Material" and the corresponding Attachment until
the expiration of such restrictions as provided in all applicable
Agreements between Seller and Buyer.
32. GOVERNING LAW AND LANGUAGE: This Agreement and all dealings between the
parties hereunder shall be governed by the State of Ohio, and all
applicable Federal laws and the regulations promulgated thereunder that
may apply. The parties agree that the United Nations Convention on
International Sale of Goods shall have no force or effect on transactions
relating to this Agreement. Both parties understand the English language
and are fully aware of all terms and conditions contained herein.
33. NORTH AMERICA REGIONAL TERMS AND CONDITIONS: See Attachment 6, "North
American Regional Terms and Conditions".
Page 9
*CONFIDENTIAL TREATMENT REQUESTED
BUYER AND SELLER ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, INCLUDING THE ATTACHMENTS LISTED BELOW, EFFECTIVE UPON THEIR
AUTHORIZED SIGNATURE BY BUYER AND SELLER BELOW.
THE PROCTER & XXXXXX
MANUFACTURING COMPANY, INC. GENENCOR INTERNATIONAL, INC.
-------------------------------------------------------------- ------------------------------------------------------------
(BUYER) (SELLER)
By /s/ Xxxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxx
--------------------------------------------------------- -------------------------------------------------------
(Signature) (Signature)
Xxxxx Xxxxxx Xxxxxx X. Xxxxxx
--------------------------------------------------------- ------------------------------------------------------
(Name Typed) (Name Typed)
as General Manager, NA Fabric Care As Group Vice President, Industrial Chemicals
--------------------------------------------------------- ----------------------------------------------------
(Title) (Title)
Date 10/10/01
--------------------------------------------
By /S/ Xxxxxxxx Xxxxxxxx
-------------------------------------------------------
(Signature)
Xxxxxxxx Xxxxxxxx
------------------------------------------------------
(Name Typed)
as Vice President and Business Unit Manager
----------------------------------------------------
Xxxxxxx & Xxxxxx
(Title)
Date 10/05/01
-------------------------------------------
PROCTER & XXXXXX
INTERNATIONAL OPERATIONS SA P&G NORTHEAST ASIA PTE, LTD
----------------------------------------- --------------------------------------------------------------------
(BUYER) (BUYER)
By /S/ X. XxxXxxxxxxx By /S/ Xxxxxx Xxxxxxx
---------------------------------------------------------- ---------------------------------------------------
(Signature) (Signature)
X. XxxXxxxxxxx Xxxxxx Xxxxxxx
--------------------------------------------------------- ---------------------------------------------------
(Name Typed) (Name Typed)
As Director Purchases General Manager, Northeast Asia Fabric & Home Care
------------------------------------------------------- ---------------------------------------------------
(Title) (Title)
Date 17th of October `01 Date Oct. 17, 2001
----------------------------------------------------- ----------------------------------------------------
Page 10
*CONFIDENTIAL TREATMENT REQUESTED
THE PROCTER & XXXXXX COMPANY
(BUYER)
By /s/ Xxxxx Xxxxxx
----------------------------------------------------------
(Signature)
Xxxxx Xxxxxx
---------------------------------------------------------
(Name Typed)
As General Manager, NA Fabric Care
-------------------------------------------------------
(Title)
Date 10/10/01
--------------------------------------------
Page 11
*CONFIDENTIAL TREATMENT REQUESTED
LIST OF ATTACHMENTS:
Paragraph
Attachment Attachment Title Paragraph Reference
---------- -----------------------------------------------------
1 [...***...] 3, 5, 6, 7, 11, 31
2 [...***...] 3, 5, 6, 7, 11, 31
3 [...***...] 3, 5, 6, 7, 11, 31
4 [...***...] 3
5 [...***...] 11
6 [...***...] 33
Page 12
*CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 1
[...***...]
MATERIAL: [...***...]
---------
APPLICATION AREA: [...***...]
-----------------
PERIOD: [...***...]
-------
GEOGRAPHY: [...***...]
----------
QUANTITY: [...***...]
----------
EXCLUSIVITY: [...***...]
-----------
PRICE: [...***...]
-----
Page 13
*CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 2
[...***...]
MATERIAL: [...***...]
---------
APPLICATION AREA: [...***...]
-----------------
PERIOD: [...***...]
-------
GEOGRAPHY: [...***...]
----------
QUANTITY: [...***...]
----------
EXCLUSIVITY: [...***...]
-----------
PRICE: [...***...]
-----
Page 14
*CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 3
[...***...]
SECTION I:
MATERIAL: [...***...]
---------
APPLICATION AREA: [...***...]
-----------------
PERIOD: [...***...]
-------
GEOGRAPHY: [...***...]
----------
QUANTITY: [...***...]
----------
EXCLUSIVITY: [...***...]
-----------
PRICE: [...***...]
-----
SECTION II:
[...***...]
Page 15
*CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 4
[...***...]
Page 16
*CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 5
[...***...]
Page 17
*CONFIDENTIAL TREATMENT REQUESTED
ATTACHMENT 6
[...***...]
1.0 COMPLIANCE [...***...]
2.0 MINORITY SUPPLIERS [...***...]
Page 18
