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Exhibit 10.68
NESTE SERVICE AGREEMENT
BY AND BETWEEN
NESTE OY,
a company organized and existing under the laws of Finland,
having an office at
X.X.Xxx 00, Xxxxxxxxxx, XXX-00000 Xxxxx, Xxxxxxx,
hereinafter referred to as "NESTE"
AND
STYROCHEM FINLAND OY,
a company organized and existing under the laws of Finland,
hereinafter referred to as "STYROCHEM"
AND
RADNOR HOLDINGS CORPORATION,
a company organized and existing under the laws of
the state of Delaware United States of America,
having an office at
Three Xxxxxx Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxx, 00000 U.S.A.,
as Guarantor under Article 15 hereof.
Dated as of 15 October, 1997
(the "Effective Date")
WHEREAS; NESTE has transferred to STYROCHEM its polystyrene business;
WHEREAS; STYROCHEM requires certain commercial services for a transitory
period so as to ensure the continuity of the said business and
has requested NESTE to provide these services;
WHEREAS; NESTE is willing to provide these Services, the scope and the
extent of which is determined by this Agreement and reasonable
business practice;
WHEREAS; STYROCHEM's polystyrene site and NESTE's Porvoo Works are
integrated plants with regard to certain services and this
integration lays the basis for a prolonged co-operation in
certain types of services.
NOW THEREFORE, in consideration of the foregoing, STYROCHEM and NESTE agree
as follows:
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ARTICLE 1 - DEFINITIONS
-----------------------
1.1 The following capitalized words and phrases shall have the meanings
described below:
1.1.1 "Affiliate": means in relation to any Party:
a) any person which owns and controls more than fifty per
cent (50%) of the capital stock and voting rights of such
Party;
b) any person more than fifty per cent (50%) of the capital
stock and voting rights of which are owned and controlled
by such Party; or
c) any person more than fifty per cent (50%) of the capital
stock and voting rights of which are owned and controlled
by one or more persons qualifying as Affiliates under a)
or b) above.
1.1.2 "Agreement" means this Agreement and the Appendices attached
hereto which form an integral part hereof.
1.1.3 "Month": means a calendar month commencing on the first day
of that month.
1.1.4 "Porvoo Works": oil refinery, chemical plants and other
facilities owned or operated by NESTE in Porvoo.
1.1.5 "Service(s)": the service(s) to be provided by NESTE and its
Affiliates to STYROCHEM and its Affiliates. Following is a
listing of these commercial services:
1. Services provided by Neste Corporate Services.
1.a. Services related to work and spare time.
1.a.1. Payroll Computation Services.
1.a.2. Personnel Register Services.
1.a.3. Travel Xxxx Verification Services.
1.a.4. Catering Services.
1.a.5. Personnel Club Services.
1.a.6. Services Related to Sports and Exercise.
1.a.7. Services Related to Transportation to
and from Work.
1.b. Administration Services.
1.b.1. Document Services.
1.b.2. Office Services.
1.b.2.1. Mail and Messenger Services.
1.b.2.2. Office Equipment Services.
1.b.2.3. Rental Service of Copying
Machines.
1.b.2.4. Storage, Distribution and
Packaging Services.
1.b.3. Transportation and Car Management
Services.
1.b.4. Telephone Central Services.
1.c. Real Property and Premises Services.
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1.c.1. Personnel Housing Services.
1.c.2. Cleaning Services.
1.c.3. Waste Management Services.
1.c.4. Road Maintenance Services.
1.c.5. Security and Surveillance Services.
1.c.6. Work Time Management Services.
1.d. Occupational Health Services.
1.e. Information Services.
1.f. Development Services.
2. Services provided by Neste Chemicals.
2.a. EHSQ Services.
2.b. Purchase Services.
2.c. Maintenance Services.
2.d. Bookkeeping and Accounting.
3. Services provided by Neste Oils.
3.a. Fire Fighting and Fire Protection Services.
3.b. Harbour Services.
3.c. Warehouse Services.
4. Services provided by Neste's other units.
4.a. Environment and Industrial Hygiene Services.
4.b. Technology Services.
4.x. Xxxxx Data Services.
4.c.1. Services Related to Information Systems.
4.c.2. End User Support Services.
4.c.3. Telecommunication Services.
5. Service provided by any of the above.
5.a. Service Relative to Exchange of Experts.
1.1.6 "Third Party": any person, firm or company other than NESTE,
STYROCHEM or an Affiliate.
ARTICLE 2 - AGREEMENT PERIOD
----------------------------
2.1 This Agreement shall enter into force on the Effective Date hereof and
shall remain in force and effect for so long as any Service is provided
hereunder, subject to Article 2.3. Except as set forth in Article 2.2,
this Agreement shall continue as to a specific Service until the 31st of
December 1998 and subsequently in one (1) year periods at a time
thereafter; provided, however, that (a) STYROCHEM may terminate any such
Service during any such one (1) year period by at least three (3)
months' prior written notice to NESTE, in which case such Service will
terminate at the end of such three (3) month notice period; and (b)
NESTE may terminate any such Service during any such one (1) year period
by at least six (6) months' prior written notice to STYROCHEM, in which
case such Service will terminate at the end of the ongoing one (1) year
period.
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2.2 If stipulated otherwise in the Annexes, this Agreement shall continue
being in force and binding upon the Parties with regard to a specific
Service rendered to STYROCHEM under this Agreement, for the Service and
for the period mentioned in that Annex only.
2.3 This Agreement may be terminated in its entirety pursuant to Article 10.
ARTICLE 3 - SERVICES
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3.1 During the Agreement Period, NESTE agrees to make available and provide
to STYROCHEM the Services and STYROCHEM shall take from NESTE the same,
in accordance with and subject to the terms and conditions of this
Agreement and reasonable business practice.
The performance of the Services will be carried out by NESTE's
personnel.
3.2 Neither NESTE nor any of its employees or agents shall be considered an
employee or agent of STYROCHEM, nor shall any partnership, co-venture or
joint employer relationship be created by virtue of this Agreement or of
its performance.
NESTE will instruct its personnel involved in providing the Services to
STYROCHEM of the necessity of performing such Services in a professional
and conscientious manner consistent with the customary business practice
and the standards normally expected during their employment.
3.3 In the performance of the Services at the Porvoo Complex NESTE
undertakes to comply with all applicable laws and regulations and with
NESTE's established codes of practice generally in force in NESTE and in
no event shall NESTE be obliged to do anything hereunder in violation of
any law or permit or in conflict with NESTE's status as an independent
contractor.
Either Party and its personnel shall, whenever entering the other
Party's facilities for the purpose of performing their obligations under
this Agreement, abide by the safety and security procedures in force at
such facilities, provided that each Party shall deliver to the other a
copy of the relevant procedures in effect upon the date of this
Agreement and the other Party shall have acknowledged that it has
received such copy. Each Party shall inform the other of any change to
such procedures after such date.
ARTICLE 4 - FINANCIAL CHARGES
-----------------------------
NESTE will provide the Services to STYROCHEM at fees determined in the
Annexes and subject to the addition of value added tax at the applicable
rate. Adjustment of the fees shall be made annually upon mutual
agreement of the Parties.
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ARTICLE 5 - INVOICES AND PAYMENTS
---------------------------------
NESTE shall send a monthly invoice to STYROCHEM for the Services as
specified in the Annexes.
ARTICLE 6 - LIABILITY AND HOLD HARMLESS AND INSURANCE
-----------------------------------------------------
6.1 NESTE or its employees will not be liable for any loss or damage to
STYROCHEM arising out of or in connection with the performance of the
Services, save when due to gross negligence or willful misconduct or
NESTE's failure to comply with applicable laws and regulations.
6.2 Neither Party shall be liable to the other for any indirect or
consequential damages arising from or in connection with a breach of
this Agreement or its negligence in the performance of its obligations
under this Agreement.
ARTICLE 7 - HARDSHIP
--------------------
If there should occur extraordinary circumstances beyond the control of
the Parties hereto, unforeseeable at the time this Agreement was
concluded and which profoundly alter the relative rights and obligations
of this Agreement to the detriment of one of the Parties, by increasing
that Party's contractual obligations in an excessive way, the Parties
shall seek to modify this Agreement in an equitable fashion in order to
reestablish the balance of their reciprocal duties, while protecting
their respective interests.
ARTICLE 8 - FORCE MAJEURE
-------------------------
8.1 Neither Party shall be under any liability to the other due to the first
Party being delayed or hindered in or prevented from performing any or
all of its obligations under this Agreement, other than payments under
this Agreement, by reason of fire, explosion, accident, flood, war,
riot, labor dispute, strike, lockout, plant breakdown or any other cause
(whether or not of the same nature as the foregoing) beyond the
reasonable control of the Party in question.
8.2 If either Party is unable to perform any of its obligations under this
Agreement by reason of any of the causes mentioned above in this Article
8 or if either Party considers it likely that it may become so unable
then that Party shall as soon as possible notify the other Party of this
fact and the reasons thereof and as soon as possible and at the latest
within thirty (30) days of the initial notification informing to the
best of its knowledge of the estimated extent and duration of such
inability.
8.3 Each Party shall use all reasonable endeavors to remedy its inability to
perform its obligations under this Agreement where such inability is
caused by reason of any of the causes mentioned above in this Article 8.
This does not, however, imply that either Party should be forced to
terminate a strike
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or similar industrial action by accepting demands which they otherwise
would have rejected .
ARTICLE 9 - CONFIDENTIALITY
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9.1 A Party (the "Recipient") shall not use for its own purposes any
proprietary information (including trade secrets and confidential
information) of the other Party or any of the Affiliates of the other
Party (the "Disclosing Party"). The Recipient shall not divulge any such
proprietary information of the Disclosing Party to any Third Party
except (i) to those employees, agents, independent contractors and
representatives of the Recipient who, and only to the extent that they,
require knowledge of the same in connection with the obligations set out
in this Agreement; (ii) as required to comply with applicable laws,
regulations, ordinances, decrees, or judicial or administrative orders;
(iii) to the extent such information has become generally available to
the public for reasons other than as a result of a disclosure by the
Recipient; (iv) to the extent such information has become available to
the Recipient on a non-confidential basis from a source other than the
Disclosing Party, unless the Recipient knew or reasonably should have
known that such source owed to the Disclosing Party a confidentiality
obligation with respect to such information and (v) as otherwise agreed
by the Parties in writing.
9.2 In the event that this Agreement is terminated for any reason then the
duties under sub-clause 9.1 hereof (including the exceptions thereto)
shall survive the termination of this Agreement and shall continue in
full force and effect for five (5) years following such termination. At
the time of such termination, each Party shall use all reasonable
endeavours to return to the other all documents in its possession, which
contain proprietary information of the other Party.
ARTICLE 10 - EARLY TERMINATION
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If at any time during the term of this Agreement, including any renewed
periods either STYROCHEM or NESTE (the "Breaching Party"):
10.1 shall pass a resolution for winding up or if a Court shall make an order
to that effect (otherwise than for the purpose of amalgamation or
reconstruction), or
10.2 shall be in material breach of any of the terms of this Agreement (for
example, but not limited to, delay in payment) and shall not remedy such
breach within thirty (30) days from the receipt by it of written notice
from the other of them (the "Non-breaching Party") of such breach (or if
such Breaching Party shall be diligently pursuing a cure of such breach,
then within sixty (60) days from the receipt of notice of breach),
then the Non-breaching Party shall be entitled (without prejudice to its
other rights and remedies) to terminate this Agreement with immediate
effect upon written notice to the Breaching Party.
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ARTICLE 11 - ASSIGNMENT
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11.1 Neither Party shall be permitted to assign this Agreement without the
prior written consent of the other Party, which shall not be
unreasonably withheld. This Agreement shall inure to the benefit of, and
be binding upon the parties hereto and their respective successors and
permitted assigns.
Notwithstanding the preceding provisions of this Article 11, either
Party may assign the benefit and burden of this Agreement to an
Affiliate of such Party; provided that
a) such Affiliate agrees in writing to assume the obligations of
the assigning Party hereunder; and
b) in the case of an assignment to an Affiliate of StyroChem
Finland Oy, the guarantee in Article 15 continues to apply; and
c) in the case of an assignment to an Affiliate of Neste Oy, Neste
Oy shall remain liable with the assignee Affiliate.
ARTICLE 12 - APPLICABLE LAW
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This Agreement shall be governed by and construed in all respects by the
laws of Finland.
ARTICLE 13 - DISPUTE RESOLUTION CLAUSE
--------------------------------------
13.1 The parties hereto shall endeavour to solve amicably any dispute
arising under this Agreement.
Any disputes arising under this Agreement, which cannot be solved by
amicable means, shall be submitted to arbitration according to the
rules of Arbitration of the Finnish Central Chamber of Commerce.
Notwithstanding the above, the arbitrators shall be nominated as
follows: Each party shall nominate one arbitrator within fifteen (15)
days from the date notice was first given by the other party of that
party's intention to have the matter submitted to arbitration, together
with its nomination of an arbitrator.
The arbitrators so nominated shall agree upon a third arbitrator as
chairman of the arbitral tribunal within fifteen (15) days of the
nomination of the second arbitrator. Failing nomination of an
arbitrator by one of the parties, or agreement on the chairman by the
two arbitrators within the time specified, the Finnish Central Chamber
of Commerce shall, in accordance with the rules of arbitration of the
Finnish Central Chamber of Commerce appoint the arbitrator and/or the
chairman.
The arbitral award rendered in accordance with Finnish law shall be
final and enforceable.
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The arbitrators shall conduct the matter at their own discretion. The
arbitrators shall, unless the parties otherwise agree, convene in
Helsinki, FINLAND. The proceedings shall be conducted in the English
language.
ARTICLE 14 - GENERAL
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14.1 No termination, cancellation, modification, amendment, deletion,
addition or other change in this Agreement or any provision hereof, or
waiver of any right or remedy herein provided, shall be effective for
any purposes unless specifically set forth in writing signed by the
Party or Parties to be bound thereby. The waiver of any right or remedy
in respect of any occurrence or event on one occasion shall not be
deemed a waiver of such right or remedy in respect of such occurrence or
event on other occasions.
14.2 Whenever under the provision of this Agreement any notice or
communication is required to be given or sent by any Party to the other
Party such notice or communication shall be in English and addressed as
follows unless otherwise agreed:
(a) in the case of NESTE:
Neste Oy
Neste Chemicals
X.X.Xxx 00
Xxxxxxxxxx
XXX-00000 Xxxxx
XXXXXXX
Telefax: +358 - 000 00 0000
for the attention of Kyosti Sysio, Corporate Vice President
(b) in the case of STYROCHEM:
RADNOR HOLDINGS CORPORATION
Three Xxxxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx
Xxxxxxxxxxxx
00000 U.S.A
Telefax: x0 000 000 0000
for the attention of Xxxxxxx X. Xxxxxxx, President
Each notice to be given hereunder shall be delivered by courier,
telefax, hand or mail (postage prepaid). Either Party may change its
address specified above by giving written notice to the other Party of
such change.
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ARTICLE 15 - PARENT COMPANY GUARANTEE
-------------------------------------
Radnor Holdings Corporation hereby guarantees any obligations of
STYROCHEM or its successors, permitted assignees or permitted
transferees, set forth in this Agreement and undertakes to fulfil them
as its own.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
initialed on each page and executed as of the day and year first written
above, in two originals, and each of the Parties acknowledges receipt of
one original.
NESTE OY STYROCHEM FINLAND OY
By: /S/ Kyosti Sysio By: /S/ Xxxxxxx X. Xxxxxxx
-------------------------- --------------------------
Name: Kyosti Sysio Name: Xxxxxxx X. Xxxxxxx
------------------------ ------------------------
Title: Sr. VP Title: Sr. VP
----------------------- -----------------------
RADNOR HOLDINGS CORPORATION
as Guarantor under Article 15 of
this Agreement
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Sr. VP
--------------------------------
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Annex 1.a.1.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated on the 15th of October, 1997.
PAYROLL SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The service includes payroll management of the Client's personnel in Porvoo
and Kokemaki, in the current scope of the service. Salaries are paid on the
1st and 15th day of each month.
2. Foundation costs.
For the execution of the Services described a new company has to be founded
in the IT-systems causing a foundation expence of FIM 20.000, which will be
paid by the Client. In case the foundation costs are less than FIM 20.000,-
the charge will be corrected accordingly.
3. Obligations of the Service Provider.
The Provider ensures that the Client receives all payroll information, as
laid down by the applicable Finnish regulation, as well as payroll
documentation of current quality, in compliance with all applicable laws and
regulations.
4. Obligations of the Client.
The Client shall deliver all necessary personnel information to the Provider
in conformity with Neste's requirements relative to payroll management.
5. Service Price.
The Client shall pay for the Service an amount of one hundred and ten (110)
Finnish markkas per person per month.
6. Terms of Payment.
Invoiced monthly, payable in arrear.
7. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice. If after this transitional period StyroChem
faces serious difficulty in implementing a Service of its own, then the
Parties shall negotiate to find a feasible solution in order to overcome such
difficulty.
8. Contact Persons.
Xxxx Xxxxxxx: the Service Provider.
Xxxxx Xxxxxxx: the Client.
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Annex 1.a.2.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
SERVICES RELATED TO PERSONNEL REGISTER
Service Provider: Neste's Corporate Services.
1. Service Description.
The Provider shall maintain the personnel register service in regard to
Client's employees in accordance with applicable laws and regulations.
2. Obligations of the Service Provider.
The Provider ensures the good functioning of personnel register services as
laid down by the applicable Finnish regulation and other basic services in
relation to the personnel register.
3. Obligations of the Client.
The Client shall deliver the information needed for the register.
4. Service Price.
The Client shall pay for the Service an amount of forty (40) Finnish markkas
per person per month.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice. If after this transitional period StyroChem
faces serious difficulty in implementing a Service of its own, then the
Parties shall negotiate to find a feasible solution in order to overcome such
difficulty.
7. Contact Persons.
Xxxxx Xxxxxxx: the Service Provider.
Xxxxx Xxxxxxx: the Client.
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Annex 1.a.3.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
TRAVEL XXXX VERIFICATION SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The service includes the verification of travel bills of the Client's
personnel using a travel xxxx information system and the development and
training of a panel of secretaries attached thereto. The travel xxxx system
is connected to the register of personnel and payroll systems.
2. Obligations of the Service Provider.
The Provider ensures the compensation of travel expenses and the payment of
allowances in accordance with the Client's regulations, directives of tax
collection authorities and collective agreements.
The Provider shall inform and advise the Client in fields related to travel
and allowances and provide training in the use of the secretary panel.
The Provider shall approve the payment for hours spent travelling in
accordance with the stipulations of the collective agreements.
Should the Client revert to use of a personnel register of his own, the
Provider is under no obligation to connect travel xxxx verification to that
system .
3. Obligations of the Client.
The Client shall deliver the travel bills to verification with their
attachments as laid down by the Client's Travel Code.
The Client is responsible for all travel insurances.
The rules and regulations of the Client concerning travel shall be delivered
to the Provider by the Client.
4. Service Price.
The Client shall pay for the Service an amount of thirty-seven (37) Finnish
markkas per verified travel xxxx.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice. If after this transitional period StyroChem
faces serious difficulty in implementing a Service of its own, then the
Parties shall negotiate to find a feasible solution in order to overcome such
difficulty.
7. Contact Persons.
The Service Provider: Xxxxx Xxxxxxxx.
The Client: Xxxxx Xxxxxxx.
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Annex 1.a.4.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
CATERING SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The service includes the provision of catering services, i.e. shift and
regular lunch at the Porvoo Works. Special arrangements are to be agreed upon
case by case.
2. Obligations of the Service Provider.
The Provider shall acquire all necessary technical equipment in order to
fulfill its obligations laid herein at its own expense and shall take care of
its insurance, regular service and repair as well as its upgrade. The
Provider shall not be responsible for any other investment in the Client's
premises.
The Provider shall be responsible for the delivery of shift meals.
It is the Provider who shall primarily take contact and co-operate with the
representatives of the canteen keeper in matters relative to lunch and shift
meals and see to the performance of the obligations of the canteen keeper as
laid down in a separate contract.
3. Obligations of the Client.
The Client shall provide free of charge the facilities and the needed room
for the kitchen, the canteen, the storage space as well as recreational
facilities for the personnel. The Client shall also ensure the maintenance of
the said facilities with the exception of cleaning. The Client shall bear the
cost of water, lighting, heating and power in these premises.
The Client shall provide the shift meal sites with the necessary equipment
and maintenance.
4. Service Price.
The Client shall pay for the Service to the Provider an amount of seven (7)
Finnish markkas per lunch. The Client shall pay directly to Amica, a third-
party service provider the price of meals in accordance with the number of
lunches provided. Guests and special services are to be taken into account in
a separate agreement at agreed prices.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Service Provider: Xxxxx Xxxxxxxx.
The Client: Helja Takamaki.
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Annex 1.a.5.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
PERSONNEL CLUB SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The personnel of the Client is entitled to participate in the activities of
the personnel clubs supported by the Provider and to use property and
equipment owned or otherwise held by the Provider for such activity.
2. Obligations of the Service Provider.
The Provider shall support and supervise club activity, maintain the
property and equipment in the use of clubs and shall be responsible for the
contracts by which the Provider owns or holds property or equipment meant for
this purpose.
3. Obligations of the Client.
The Client shall respect the Code of Conduct of the Provider relative to
club activity.
4. Service Price.
The Client shall pay for the Service an amount of twenty-five (25) Finnish
markkas per person per month.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Service Provider: Xxxxx Xxxxx.
The Client: Xxx Xxxxxxxxx.
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Annex 1.a.6.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
SERVICES RELATIVE TO SPORTS AND EXERCISE
Service Provider: Neste's Corporate Services.
1. Service Description.
Client's personnel is entitled to take part in sports events and campaigns
organized by the Provider and to use and rent the sports facilities of the
Provider, as well as those of third parties with whom the Provider has a
contract, at a subvented price. The latter facilities include swimming pools,
training centres and tennis, squash and badminton halls.
2. Obligations of the Service Provider.
The Provider is responsible for the organization of sports events and
campaigns, contracts on the sports facilities and publicity.
3. Obligations of the Client.
The Client shall be responsible for the direct expenses such as
participation fees, travel and outfit costs resulting from official events
organized in the Client's name.
4. Service Price.
The Client shall pay for the Service an amount of twenty-five (25) Finnish
markkas per person per month.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
Xxxxx Xxxxx: the Service Provider.
Xxx Xxxxxxxxx: the Client.
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Annex 1.a.7.
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to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
SERVICES RELATIVE TO TRANSPORT TO AND FROM WORK
Service Provider: Neste's Corporate Services.
1. Service Description.
The service includes the provision of transportation to and from work for
Client's personnel at the Porvoo Works in the current scope of such activity.
2. Obligations of the Service Provider.
The Provider determines the itineraries and schedules together with the
traffic contractors and sees to the performance of the obligations of the
said contractors. The Provider informs Client's personnel of any changes in
itineraries or schedules.
3. Service Price.
The Client shall pay for the Service an amount of two hundred fifty-five
(255) Finnish markkas per person per month.
4. Terms of Payment.
Invoiced monthly, payable in arrear.
5. Duration.
As per Article 2.1 of this Agreement.
6. Contact Persons.
Xxxxx Xxxxxxxx: the Service Provider.
Helja Takamaki: the Client.
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Annex 1.b.1
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to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
DOCUMENT SERVICES.
Service provider: Neste's Corporate Services.
1. Service Description.
The Service is divided in three separate fields. The first, form supply
service, comprises:
. supply of forms (assessment of the Client's needs,
design, printing, storage and distribution of forms);
. supply of electronic forms (as above, but user support
is provided as well);
. development of form and documentation systems.
The second, publications, consists of:
. publication design, digital editing of pictures,
production of slides and overhead projector films and
production of digital maps;
. photograph archives;
. production of business cards;
The third consists of services related to archives and copying, as follows:
. maintenance of technical archives;
. copying as needed.
2. Obligations of the Service Provider.
Provider shall take care of providing the above mentioned services to the
Client.
3. Obligations of the Client.
The Client will provide the record material to be archived.
4. Service Price.
In fields of form supply service and publications, the Client shall be
invoiced on the basis of realized costs (workmanship per working hours,
material costs and any subcontracted work). Central archive service shall be
charged per person employed by the unit. Technical archive service shall be
charged on the basis of realized costs by each unit, divided proportionately
by the number of documents. The copying service charges per assignment and a
distribution fee, per hours of work, in accordance with the price list of the
unit.
The fees are to be agreed on the basis of internal pricing.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration
As per Article 2.1 of this Agreement.
7. Contact Persons
The Service Provider: Xxxx Xxxxx.
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The Client: Xxxx Xxxxxxxxxx.
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Annex 1.b.2.1
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to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
MAIL AND MESSENGER SERVICES
Service provider: Neste's Corporate Services.
1. Service Description.
Office Services provided to the Client are divided into three fields: Mail
and Messenger Services, Office Equipment Services and a Storage Service. Mail
and Messenger Services consist of:
. collecting, sorting and distribution of mail in the Client's
offices, as well as the transportation of mail to and from the
Porvoo Post Office;
. messenger service.
Are included, at the Client's option:
. mass distribution service;
. journal circulation;
. filing service.
2. Obligations of the Service Provider.
The Provider shall render the Services mentioned hereinabove. Mail shall be
transported and distributed at most three times a day. The internal postal
connections to Keilaniemi and to Naantali shall be maintained. Mail is
distributed primarily to pigeonholes which the Client has procured in the
Client's premises. The Provider procures other equipment needed in the
execution of the service. Essential changes to distribution areas and in the
amount of pigeonholes shall be negotiated separately.
3. Obligations of the Client.
The Client shall designate adequate and suitable premises for the execution
of the work and the Client shall give the postmen clearance passes needed for
the collection and the delivery of mail.
4. Service Price.
The total price of mail collection, sorting and distribution and the
messenger service described above is in the beginning of the agreement period
shall be agreed separately on the basis of internal pricing. The Price is
determined on the basis of work hours of messengers and other personnel,
postal fees and transportation equipment needed.
The price of the optional services shall be agreed separately.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
20
7. Contact Persons.
The Service Provider: Xxxxx Xxxxxxx.
The Client: Mervi Vyrynen.
21
Annex 1.b.2.2.
--------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
OFFICE EQUIPMENT SERVICES
Service provider: Neste's Corporate Services.
1. Service Description.
The Service consists of concentrated acquisition, storage and distribution of
office equipment in the Kilpilahti area as well as recycling services. The
office equipment shall be delivered to the Client in accordance with the
Client's orders and as an internal transportation.
2. Obligations of the Service Provider.
The ordered equipment shall be delivered to the area mainly by post.
Acquisition of the equipment shall be performed on the basis of annual
agreements.
3. Obligations of the Client.
The Client shall take care of the possible further transportation of the
equipment to the Client's premises.
4. Service Price.
The Service shall be priced by the ordered equipment and shall comprise fees
due to handling of orders, storage, distribution and xxxx verification. A
recycling fee is included in the Service Price. The Price shall be agreed
later on the basis of internal pricing.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Service Provider: Xxxxx Xxxxxxx.
The Client: Mervi Vyrynen
22
Annex 1.b.2.3.
--------------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
RENTAL SERVICE OF COPYING MACHINES
Service provider: Neste's Corporate Services.
1. Service Description.
The agreement consists of renting copying machines with their mounting,
maintenance and colour material.
2. Obligations of the Service Provider.
Provider shall be responsible in the extent of this Agreement that the Client
has available proper and reliable copying machines.
3. Obligations of the Client.
The Client shall make necessary room for the copying machine in accordance
with his needs. The Client shall also give a clearance pass for the
maintenance personnel of the machine.
4. Service Price.
The Service Price shall be charged per copied page, as agreed separately on
the basis of internal pricing. Materials are charged as used by the Client.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Provider: Xxxxx Xxxxxxx
The Client: Mervi Vyrynen.
23
Annex 1.b.2.4. (if applicable)
--------------------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
STORAGE, DISTRIBUTION AND PACKAGING SERVICES.
1. Service Description.
The Service consists of:
. receiving services;
. storage services;
. distribution services;
. packaging services.
2. Service Price.
Reception services are charged by the time used for handling of a specific
delivery per hours of work. Storage services are charged by metres of shelf
room taken by the stored object or by platform, at rates to be agreed
respectively. Distribution and packaging shall be priced per hours of work.
Any material and/or delivery costs are added.
3. Terms of Payment.
Invoiced monthly, payable in arrear
4. Duration
As per Article 2.1 of this Agreement.
5. Contact Persons
The Provider: Xxxxx Xxxxxxx.
The Client: Xxxx Xxxxxxxxxx.
24
Annex 1.b.3.
------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
TRANSPORTATION AND CAR MANAGEMENT SERVICES.
Service provider: Neste's Corporate Services.
1. Service Description.
The Service comprises:
. personnel and service car stock service, e.g. acquisition,
management and mobile phone installations;
. transportation of personnel and small-sized goods by Neste- and
third-party-owned vehicles.
2. Obligations of the Service Provider.
The Service shall be provided efficiently, in a professional manner and in
accordance with the applicable safety regulations.
3. Obligations of the Client.
To provide the necessary information in time and to pay due attention to
safety regulations.
4. Service Price.
A Neste-owned car, with a driver, is charged at a rate to be agreed per hour.
A Neste-owned car, driven by the Client's employee, is charged at a rate to
be agreed per kilometre. Third-party-owned vehicles cost an amount equal to
the contract price stipulated in the contract with this third party. Such
Price shall be determined on the basis on internal pricing.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice. If after this transitional period StyroChem
faces serious difficulty in implementing a Service of its own, then the
Parties shall negotiate to find a feasible solution in order to overcome such
difficulty.
7. Contact Persons.
The Provider: Xxxxx Xxxxxxx.
The Client: Mervi Vyrynen.
25
Annex 1.b.4.
------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
TELEPHONE CENTRAL SERVICES.
Service provider: Neste's Corporate Services.
1. Service Description.
Is included the services of the Porvoo Complex switch unit, including
telephone call connections, information service, a default notice service,
maintenance of related computer applications and management of telefax
messages, as well as procurement of internal and external catalogues.
2. Obligations of the Service Provider.
The Provider shall answer for the good operation of the telephone central in
the extent of the current practice.
3. Obligations of the Client.
The Client shall inform the switch board of relevant changes, for example in
the Client's personnel.
4. Service Price.
The Service Price is charged at a rate to be agreed per white collar employee
employed by the Client. The Price does not include call charges. Any third
party operator charges calls directly from the Client.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Provider: Eija Sebelja.
The Client: Mervi Vyrynen.
26
Annex 1.c.1
-----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October 1997.
SERVICES RELATED TO PERSONNEL HOUSING
Service Provider: Neste's Corporate Services.
1. Service Description.
Provider leases to the Client 14 flats, or such other number of flats as may
be agreed later by the Parties. The lease agreements between Provider and
Client shall be made in accordance with the Tenancy Act (especially chapter
10), in accordance with other decisions, stipulations and directions given by
the Dwellings' authorities, and in accordance with Provider's standard form
of lease agreement and current policies.
2. Obligations of the Service Provider.
The Provider shall take all measures needed at the beginning and at the end
of a tenancy, such as drawing up the lease agreements and the maintenance of
the flats in accordance with the lease agreements.
3. Obligations of the Client.
The Client shall sublease the flats to its employees as company-owned flats.
Current rent rates paid by the employees is set forth as Employees Rent in
Appendix A.
4. Service Price.
The Client shall pay to the Provider the currently Valid Rent (see Appendix
A) and the Service Fee. The Service Fee is 10 % of the monthly invoiced
rents. Possible rent rates paid by the employees is set forth in the lease
agreements.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Provider: Xxxxx Xxxxx.
The Client: Xxxx Xxxxxxxxxx.
27
Annex 1.c.2.
------------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
CLEANING SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The cleaning of premises located at the Porvoo Works in offices and
production facilities, as defined in Appendix 1, at the current level of
quality.
2. Obligations of the Service Provider.
The Provider shall provide the service in accordance with the stipulations of
this contract, paying due regard to security regulations in force in the
area. The Provider shall also ensure the adequate training of the personnel
and the constant development of the Service.
3. Obligations of the Client.
The Client shall provide the cleaners with the space needed for storage and
maintenance and recreational facilities as well as adequate passes for entry
to the premises. The Client shall pay a fee as defined in article 4 below.
4. Service Price.
The Client shall pay for the Service an amount of forty-two thousand four
hundred and thirty (42.430) Finnish markkas per month. This price is
calculated on the basis of the amount of square metres cleaned and includes,
for the offices, the cleaning work, supervision, material and equipment as
well as the sanitation necessities; for the production facilities, the
cleaning work, supervision, material, the equipment and the cleaning work
during weekends.
Additional work not listed herein shall be conducted at a mutually agreed
price or at a price of one hundred and twenty (120) Finnish markkas per hour
which includes the cleaning work, supervision and cleaning equipment.
5. Terms of Payment.
Invoiced monthly, payable in advance.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice.
7. Contact Persons.
Xxxxxx Xxxxxxxx (the Service Provider).
Xxxx Xxxxxxxxxx (the Client).
28
Annex 1.c.3
-----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
WASTE MANAGEMENT SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The Service consists of waste management in Client's premises at the Porvoo
Works in accordance with the respective waste management plans relative to
community and dumping-area-cleared industrial waste, as well as special waste
and waste for utility purpose as mentioned in the waste management plan. In
addition, the Client has the possibility to bring hazardous waste generated
in his activities to an intermediate landing for storage and transfer to
further processing for an additional fee.
2. Obligations of the Service Provider.
The Provider shall take care of the containers for community and
dumping-area-cleared industrial waste, as well as the emptying of the said
containers and the transportation of such waste to the dumping area. The
Provider shall also bear the communal waste processing costs.
The collection of waste for utility purposes shall be conducted in the
following manner. With regard to paper collection, a container shall be
delivered at each post of work, and collection boxes shall be placed nearby.
From there on, the paper shall be transported in order to be recycled at
least once in two weeks. As for paperboard collection, any paperboard left by
the said boxes, as well as package paperboard collected to the containers
shall be transported in order to be recycled as needed. Glass collected to
the containers located in the laboratories shall be transported for
recycling. Waste timber may be transported by the Provider to a storage area
next to the petrochemical factories. In the said area the Provider shall be
responsible for its good order, the chipping of timber and the transportation
of chipped timber to the incineration plant.
The Provider shall inform the Client monthly, in writing, of the quantity of
waste per container as well as that of special waste, classed by department.
3. Obligations of the Client.
The Client shall ensure that no unsuitable or inappropriate waste will be
transported to the dumping area. The Client shall, at his own expense, take
care of collection, loading, weighing and transportation of special waste to
the dumping area. A Waste Declaration (form no. 811) shall be filled for each
delivery of special waste. The Client shall, at his own expense, transport
waste timber produced at his facilities to a collection area. The Client
shall deliver his hazardous waste for intermediate landing in accordance with
the instructions of the person in charge.
The Client shall pay a fee as defined in article 4 below.
4. Service Price.
The Client shall pay for the Service an amount of four hundred and fifty
(450,00) Finnish markkas per metric ton of community and industrial waste,
and five hundred
29
and ten (510,00) Finnish markkas per metric ton of special waste. Costs
resulting from storage, packing and forwarding of hazardous waste are
included in the aforementioned fees. The transportation and the destruction
of hazardous waste are invoiced directly from the Client by Ekokem. These
Prices shall be renegotiated and applicable six (6) months after the
Effective Date.
The prices shall be adjusted at the end of each year in accordance with the
change in costs such as communal processing charges, waste transportation
fees and wage costs if the said costs rise by more than five (5) per cent.
All collection of waste for utility purposes are included in the prices.
5. Terms of Payment.
Invoiced monthly, payable in arrear in accordance with the waste report. The
storage of hazardous waste is invoiced, when the lot of waste has been sent.
Value-added tax shall be added to such invoice at the current rate.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
Urpo Tikka (the Service Provider.)
Xxxx Xxxxxxxxxx (the Client).
30
Annex 1.c.4
-----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
ROAD MAINTENANCE SERVICES.
Service Provider: Neste's Corporate Services.
1. Service Description.
The Service consists of road and parking area maintenance outside industrial
areas in road areas owned by Neste to the agreed extent. Maintenance includes
removal of snow in the yard, sanding, salting, garbage collection on the
banks, removal of sand in coated areas, patching of coating, dragging,
garbage collection in the yard, mending of road painting, maintenance of
traffic signs and lighting in the road areas.
2. Obligations of the Service Provider.
The Provider shall ensure that the execution of the work described in article
1 above is conducted at the right time and as economically as possible.
3. Obligations of the Client.
Is not included in the price and the Client shall repair at his own expense
any coating, parapets etc. damaged by construction or repair work. The Client
shall pay a fee to the Provider as defined in article 4 below.
4. Service Price.
The Client shall pay for the Service an amount of two thousand eight hundred
(2.800) Finnish markkas per month.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
Vesa Visnen (the Service Provider.)
Xxxx Xxxxxxxxxx (the Client).
31
Annex 1.c.5
-----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
SECURITY AND SURVEILLANCE SERVICES.
Service Provider: Neste's Corporate Services.
1. Service Description.
The Service consists of guarding work, operational management, surveillance
in accordance with the instructions and regulations to be given,
communication and reporting, keeping up with the development of industrial
security services and further development of the Service as well as services
related to clearance passes. Local surveillance is ensured by one (1)
security officer at Polystyreeni/Norlatex gate, eleven (11) hours a day, from
6 a.m. until 5 p.m. and one (1) security officer at the license bureau, six
(6) hours a day, from 7 a.m. until 1 p.m. Area surveillance is ensured by one
(1) car unit with one (1) security officer at all times and by another car
unit with one (1) managing security officer. Additional surveillance may be
conducted. Such surveillance shall be invoiced separately.
2. Obligations of the Service Provider.
The Provider shall ensure that the work is executed with due professional
skill, in accordance with the agreed instructions and regulations and at the
agreed level of security. Additional security and surveillance work may be
conducted at Client's request, as needed. Security personnel shall be duly
equipped with uniforms, in conformity with the regulations of the Ministry of
Interior and the circumstances in which the work takes place, as well as the
RIS 21 (Road Information System) management system. A written report on
observations and actions taken shall be produced by the personnel during the
shift. The said report shall then be delivered to the Client. The personnel
shall also verify and file surveillance information relative to the work.
Technical equipment used in the work and owned by the Provider shall be
tested daily. Any detected defect or malfunction shall be reported in writing
to the Client.
3. Obligations of the Client.
The Client shall provide the industrial security service with the maps, the
schedules, the instructions and the regulations in relation to surveillance,
the driving permissions needed in the area and the necessary keys, as well as
the surveillance and recreational facilities for the personnel. The Client
conducts all investment in and maintenance of gates and other surveillance
facilities at his own expense. The Client shall see to the good functioning
of technical equipment and surveillance facilities used by the security
personnel and owned by the Provider. In the event of defect or malfunction,
the Client shall see to the swift repair of such equipment or facility. The
Client shall also ensure that the industrial security service is duly
informed about the persons in charge of the said equipment and facilities as
well as their deputies in order to be able to provide them with the
malfunction reports and start the repair work as swiftly as possible. The
Client shall also pay a fee to the Provider as defined in article 4 below.
4. Service Price.
The Client shall pay for the Service an amount of eighteen thousand four
hundred and seventy-five (18.475,00) Finnish markkas per month. Should the
real costs of
32
the service change, the Provider has the right to adjust the price
accordingly each year. Such adjustments shall take into account the situation
at the end of the year.
5. Terms of Payment.
Invoiced monthly, payable in arrear. Any additional work not included in the
price shall be invoiced by realized costs.
6. Duration.
As per Article 2.1 of this Agreement.
7. Other.
Co-operation. Daily co-operation shall be conducted directly between the
Client and the industrial security service. In the discussions on the
development and contracts, the negotiating parties shall be the
representatives of the Client and the Housing and Real Estate Services. Co-
operation on the whole area is being developed by a Security Committee,
meeting at least four (4) times a year. Its mission is defined in Appendix I.
8. Contact Persons.
Xxxxx Xxxxxxxx (the Service Provider.)
Xxxx Xxxxxxxxxx (the Client).
33
Annex 1.c.6
-----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
WORK TIME MANAGEMENT SERVICES.
Service Provider: Neste's Corporate Services.
1. Service Description.
The Service is integrated, i.e. the Client will be provided with work time
and lunch registration, access control and telephone central information
service in the premises of the production facilities, as well as system
maintenance and support attached thereto, both the personnel and the
transmission of data included. In addition, a consultancy service shall be
installed in order to develop and optimize the use of such integrated system.
In order to meet the Client's needs, should they change or new ones emerge,
the Provider will propose a solution by making a specific offer including the
description of the steps to be taken, the schedule and the cost of the
project.
2. Obligations of the Service Provider.
The Provider shall provide a twenty-four-hour registration service, a
mainframe computer system with sufficient capacity, a maintenance service for
defective or malfunctioning equipment covered by the maintenance agreement
which shall repair such equipment within one working day counted from the
notification of the presence of such faulty equipment. In principle, the said
service covers all equipment in the use of the service unit, i.e. all
equipment not installed in a stationary manner to buildings, gates, as are,
for instance, work time and access control terminals and readers. All
communication equipment linking the terminals to the mainframe computer are
owned by the Provider. All cabling, gates and equipment needed for electric
locking are owned by the Client. The Client is bound by the limits of
maintenance obligations as defined in the service agreement (0016/69/KHK)
between the system provider (Inter Marketing) and the service provider.
3. Obligations of the Client.
The Client shall provide an environment suitable for the equipment located in
the Client's premises and ensure the continuity of electric current. The
Client shall inform the Provider or a telephone repair service of any
disruptions within one working day in order to keep the service
uninterrupted. The Client shall pay the Provider a fee, as stipulated in
article 4 of this Annex below.
4. Service Price.
The Client shall pay for the Service an amount of twenty-three (23,00)
Finnish markkas per access key per month. Any work not in the scope of basic
work time reports or system maintenance and support shall be invoiced
separately and charged at a rate of three hundred (300) Finnish markkas per
working hour. Any costs resulting from additions to the system (e.g. readers,
tailored applications) installed solely for the use of the Client shall be
born exclusively by the Client. As the Provider is responsible for the good
functioning of the system as a whole, all additions to the system must be
approved by the Provider. It is advisable that the Client makes good use of
the Provider's expertise in various stages of projects related to the system.
34
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Co-operation.
In further negotiations on development and contracts the parties shall be
the Client and the representatives of the local services.
8. Contact Persons.
The Service Provider: Xxxxx Hallamki.
The Client: Xxxx Xxxxxxxxxx.
35
Annex 1.d.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
OCCUPATIONAL HEALTH SERVICES
Service Provider: Neste's Corporate Services.
1. Service Description.
The Service is an integrated occupational health service at the Porvoo Works,
conducted in accordance with the good occupational health practices. The
Service includes the compulsory occupational health services, as laid down by
the Law, as well as other health services which includes medical inspection
and treatment by a general practitioner.
The terms of this contract may be subject to amendment if the Medical
Insurance Act or other regulations related to occupational health are altered
by the authorities or if the costs change essentially.
All employees in a permanent relationship with the Client (including
pensioners) are covered by this contract. Employees in a fixed-term relation
with the Client are entitled to the services provided directly by the
occupational health service since the beginning of the relation.
2. The Obligation of the Provider.
The Provider shall ensure the availability of the Services and make annually
a Compensation Application to the Governmental Pension Agency.
3. Obligations of the Client.
The Client shall deliver to the Provider the personal data of employees as
mutually agreed and keep the Provider informed of changes in personnel. No
personal admission note or payment commitment is required of the employees as
a condition of the provision of the service. The Client shall name a mutually
agreed number of First Aid Cupboard Managers responsible for their good order
and supply.
4. Service Price.
The service price shall be determined as follows:
. the medical calls ensured by the Occupational Health Service of the
Provider shall be charged as per Appendix I;
. services which are not call-based and laid down by the law shall be
provided by the Occupational Health Service of the Provider at a
charge of sixty-nine point zero four (69,04) Finnish markkas per
person per month;
. costs due to services in relation to occupational health laid down
by the law, provided by third parties and supervised and
intermediated by the Occupational Health Service shall be born by
the Client. Recourse to the said service is allowed only by personal
admission note by the Occupational Health Service.
. accidental care shall be charged at nine point thirty (9,30) Finnish
markkas per person per month.
. costs due to investment in machinery of dental care are shared in
proportion of the Client's employees of the total number of
employees in the area. A special report shall be produced in the
event of such project.
36
Should an employee cancel his call less than one (1) day before the intended
call, the Provider has the right to charge fifty (50) per cent of the list
price of such call. Should the call not be cancelled at all, the regular list
price shall be applicable.
5. Terms of Payment.
Basic costs are invoiced monthly, the basis of which shall be the number of
employees in that month. Calls to occupational health personnel shall be
invoiced in arrear not later than the 8th of the next month.
6. Duration.
As per Article 2.1 of this Agreement.
7. Co-operation.
In further negotiations on development and contracts the parties shall be the
Client and the representatives of the local services.
8. Contact Persons.
Xxxxx Xxxxxxx: the Provider.
Xxxx Xxxxxxxxxx: the Client.
37
Annex 1.e.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
INFORMATION SERVICES.
1. Service Description.
Information Services support the operation of Neste Group's business units by
the means of information gathering and analysis. The necessary information is
provided at required speed and in a cost-efficient manner, in accordance with
particular service contracts.
The products include information searches, tailor-made newsletters or one-
time reports on specific topics (optional), internal databases on the Neste
Information Channel (optional), a price database on oil and petrochemical
products (optional), guidance to independent information gathering as well as
library services (acquisition of publications, circulation of journals and a
collection of annual reports).
2. Obligations of the Provider.
Rendering of the services described above, the extent of which is to be
agreed.
3. Obligations of the Client.
The Client shall pay the Service Price.
4. The Service Price.
The Service shall be charged at three hundred and fifty (350) Finnish markkas
per hour of work. Any external costs are added. Optional services as agreed.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Provider: Xxxxx Xxxxxxx.
The Client: Xxxx Xxxxxxxxxx.
38
Annex 1.f.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
DEVELOPMENT SERVICES.
1. Service Description.
The Service consists of:
. assessment of individual employees and managers:
Work Style and Motivation Analysis (PAPI), Preference inventories
of work roles.
Personality Assessment (Xxxxx Xxxxxx Type Indicator), in order to
facilitate team building by means of understanding differences in
personalities. Development Centers, personnel analysis by co-
ordinated assessment of key personnel, organized together with
outside consultants which can be tailor made as requested by the
Client;
. recruitment services comprising recruitment planning and selection;
. language training services:
Language testing and training programmes (both intensive and long-
term) planning, selection of trainers and supervision, costs
depending on programme;
. Management Development planning Consultation in identification of key
competences, potential evaluation and development planning.
2. Obligations of the Service Provider.
The Provider shall render the Services in an efficient and professional
manner, in accordance with the needs of the Client.
3. Obligations of the Client.
The Client shall pay the Service Price for the used Services and provide
the necessary information.
4. Service Price.
Assessment: five hundred (500) Finnish markkas (PAPI) or two hundred (200)
Finnish markkas (MTBI). Development centers shall costs six thousand (6.000)
Finnish markkas. Recruitment services are charged at forty-five (45) Finnish
markkas per hour per each employee in the unit.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Provider: Xxxxxx Xxxxxxx
The Client: Xxxx Xxxxxxxxxx.
39
Annex 2.a.
---------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
EHSQ Services
Service provider: Neste Chemicals.
1. Service Description.
. Safety Management Services for the Porvoo and Kokemaki plants
. Environment Engineering Services for the Porvoo and Kokemaki plants
. Quality Management Services for Porvoo and Kokemaki plants in the current
scope of practice.
2. Obligations of the Service Provider.
The Provider ensures that these services are of good quality. The Provider's
personnel shall have the competence to perform the Services and shall operate
according to instructions and powers given by the Client. The Provider shall
not change the main resources without notice to the Client and shall operate
according to the laws and regulations of safety and occupational health.
Client and Provider shall together decide if outside consultants are
necessary in major assignments. The Provider shall be impartial when choosing
suppliers and shall act in a manner that the free competition does not be
disturbed.
3. Obligations of the Client.
The Client shall use The Services when they are competitive and do its best
to arrange for providers' clients and representatives a visit to its
establishments.
4. Service Price.
The Client shall pay for the local EHSQ services three hundred thousand
(300.000) Finnish Markkas per year. Other related services are priced
according to their realization, at three hundred and fifteen (315) Finnish
markkas per hour of work.
5. Terms of payment.
Invoiced monthly, payable thirty (30) days after the arrival of the invoice.
The prices shall be determined annually. The collective bargain shall be
taken into account separately if it differs from the annual period. An
interest will be charged after the time of maturity.
6. Duration.
Eight (8) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice.
7. Contact Persons.
The Provider: Reijo Hartolahti.
The Client: Xxxx Xxxxxxxxxx.
40
Annex 2.b.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
Purchase Services
Service provider: Neste Chemicals.
1. Service Description.
The Provider shall provide to the Client with the following Services in
Porvoo and Kokemaki plants in the fields of activity of
. Raw Materials and Additive Purchasing
. Transport Purchasing
. Maintenance Material Purchasing and transport expertise of dangerous
substances
. Secretary of Buyers and Logistics in the current scope of practice.
2. Obligations of the Service Provider.
The Provider shall provide these services in their present scope and ensure
that they are of good quality. The Provider's personnel shall perform the
Services and operate in accordance with the instructions and powers given by
the Client. The Provider shall not change the key resources without notice to
the Client and shall operate in accordance with the laws of safety and
occupational health. The Client and the Provider shall assess together the
need of outside consultancy in major projects. The Provider shall be
impartial when choosing suppliers and shall act so as not to hamper free
competition.
3. Obligations of the Client.
The Client shall use the Services when they are competitive and do its best
to arrange visits for the Provider's clients and representatives to the
Client's establishments at the Provider's request.
4. Service Price.
The Client shall pay for
. the Services of the Purchasing Group an amount of four hundred and
twenty-five thousand six hundred (425.600) Finnish Markkas per year.
. the Client shall pay for the extra Purchasing Service an amount of two
hundred (200) Finnish markkas per hour of work.
. other costs according to realization of those services.
. its behalf of the costs of common commitments.
5. Terms of payment.
Invoiced monthly, payable thirty (30) days after the arrival of the invoice.
The prices shall be determined annually. Collective agreements shall be taken
into account separately, should their term not be annual. An interest will be
charged after the time of maturity.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice.
41
7. Contact Persons.
The Provider: Xxxx Xxxxxx.
The Client: Xxxx Xxxxxxxxxx.
42
Annex 2.c.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
MAINTENANCE SERVICES
Service provider: Neste Chemicals Division.
1. Service Description.
The Service consists of
- Maintenance Services of electrical equipment, machinery and instruments
- Inspection Services for the Porvoo Plant
- Storage Services for the Porvoo and Kokemaki plants in the current scope
of practice.
2. Obligations of the Service Provider.
The Provider shall render these services in their present scope and ensure
that these services are of good quality. The Provider's personnel shall have
the competence to perform the Services and shall operate according to
instructions and powers given by the Client. The Provider shall not change
the main resources without a notice to the Client and shall operate according
to the laws and regulations of safety and occupational health. Client and
Provider shall together decide if consultants are necessary in major
assignments. The Provider shall be impartial when choosing suppliers and
shall act in a manner that the free competition does not be disturbed.
3. Obligations of the Client.
The Client shall use The Services when they are competitive and do its best
to arrange for providers' clients and representatives a visit to its
establishments.
4. Service Price.
The Client shall pay for
. the Maintenance Services an amount of two hundred (200) Finnish markkas
per hour;
. the Inspection Services an amount of eighty-eight thousand (88.000)
Finnish markkas per year;
. the Storage Services an amount according to the use of services.
5. Terms of payment.
Invoiced monthly, payable thirty (30) days after the arrival of the invoice.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Provider: Xxxxxx Xxxxxxxxx.
The Client: Xxxx Xxxxxxxxxx.
43
Annex 2.d.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
BOOKKEEPING AND ACCOUNTING
1. Service Description.
The Service includes bookkeeping and accounting for a transitional period
with the current accounting chart and Neste's corporate information systems
ESIDEAL and GL:M. Bookkeeping shall comprise:
. purchase invoicing (preliminary booking entries, acceptance,
accounting, entries into the computation system, payments);
. ledgers (both debtors' and creditors');
. bank account management and treasury (handling of account statements,
foreign currencies, travel xxxx payments);
. property accounting;
. other operations (various invoices, installation of computation
systems, VAT accounting, preliminary taxation, social charges,
bookkeeping of product sales invoicing and balance in accordance with
the Finnish legislation).
2. Obligations of the Service Provider.
The Provider shall take care of the Service in the extent described above
in accordance with the good accounting practice and applicable Finnish
legislation.
3. Obligations of the Client.
The Client shall ensure the adequacy of appreciations of current assets.
The Client shall pass all information needed for accounting to the
Provider.
4. Service Price.
Personnel resources: forty thousand (40.000) Finnish markkas per month.
Computation systems:
. Corporate Administration Service Fee: thirty thousand(30.000)
Finnish markkas per month;
. Operating Costs: twenty thousand (20.000) Finnish markkas per
month;
. Software License Fee for GL:M, if applicable;
. the Client will charge the Provider for the downstream bookkeeping
operations in 1997 the amount of twenty thousand (20.000) Finnish
markkas per month.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice. If after this transitional period
StyroChem faces serious difficulty in implementing a Service of its own,
then the Parties shall negotiate to find a feasible solution in order to
overcome such difficulty.
44
7. Contact Persons.
The Service Provider: Xxxxx Xxxxxx.
The Client: Xxxxx Xxxxxxx.
45
Annex 3.a.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and
StyroChem Finland Oy (the Client) dated the 15th of October, 1997.
FIRE FIGHTING AND FIRE PROTECTION SERVICE
Service Provider: Neste Oil
1. Service Description.
Neste shall continue centralized fire fighting and fire protection services
in the Porvoo Works. The service includes fire prevention, inspection and
auditing, a fire alarm system, an ambulance service, fire and rescue
activities, fire equipment services, fire expert services as well as oil and
chemicals defence. If the Client reverts to a third party service provider,
Neste's consent is necessary. Such consent shall not be unreasonably
withheld, provided that the said third party meets Neste's reasonable
requirements as to expertise and Neste's reasonable safety regulations.
2. Service Price.
The Client shall pay an amount equal to four hundred and forty-eight thousand
(448.000) Finnish markkas per year for fire fighting and five thousand
(5.000) Finnish markkas per year for Chemical Equipment Production Fund. The
cost of the fire brigade is on the basis of actual insurance values. High-
risk or low-risk activities may cause this fee to be adjusted. The Client is
entitled to audit the costs for the Service.
3. Terms of Payment.
Three (3) times a year, payable in arrear, within thirty (30) days of the
date of invoice.
4. Duration.
The provision of the service shall start at the Effective Date of the
Agreement and continue for ten (10) years thereafter or until terminated in
writing by the Client, giving the Provider a notice period of three (3)
years.
5. Contact Persons.
Jouko Korkeakoski: the Provider
Xxxx Xxxxxxxxxx: the Client.
46
Annex 3.b.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
HARBOUR SERVICES
Service Provider: Neste Oil.
1. Service Description.
Neste shall maintain and offer all harbour services needed by the Client
through all its harbours at Neste's Porvoo Works.
2. Obligations of the Service Provider.
Responsibility is divided between the Provider and the Client in accordance
with international and national custom.
The Client delivers the goods to the agreed harbour area, and shall bear the
related costs as well as the responsibility for the maintenance of
transferring facilities and equipment. Starting from the XCV or EOV valves,
whichever is earlier, the responsibility lies on the Provider.
Outside the fenced harbour area, the Provider's responsibility covers
firelines and posts, docks, harbour's waters, electric tracings, roads,
lighting, fences, gates, surveillance and security and buildings.
The Provider shall be responsible for maintenance of cargo lines and
equipment but not for their renewal or repair which are considered as
investment. The Provider generally bears the cost of investment, save the
cargo lines or facilities in connection with cargo transfers, in which case
the Provider's burden is limited to investment in equipment located after the
XCV or EOV valves, whichever is earlier. If the said investment requires fire
fighting, sea or land environment protection equipment, the Harbour's
(Provider's) share is fifty (50) percent. The same applies to regulations
laid down by the Authorities which alter or add to the obligations of the
harbour.
3. Obligations of the Client.
The Client shall be responsible for preparing of cargo lines for loading and
unloading, including taking samples, recycling, returns and the resulting
costs. Outside the fenced harbour area, the Client shall see to maintenance
of its own facilities and pipelines.
The Client receiving deliveries through the harbour has the obligation to
collect, at its own expense, waste produced by washing of tanks and/or
pipelines. The need for such activities is assessed on the basis of the
Provider's safety regulations.
4. Service Price.
A Port Due, based on the amount of goods passing through the harbour, is
charged from the Client. It comprises a service fee increased by any costs
due to investment and other capital costs.
Dues for 1997 are:
47
. import and export (including domestic) of crude oil and oil
products: two point sixty-five (2,65) Finnish markkas per metric
ton;
. import (including domestic) of chemical products, chemical
compounds and gases: fifteen point forty (15,40) Finnish markkas
per metric ton;
. export (including domestic) of chemical products, chemical
compounds and gases: seven point sixty (7,60) Finnish markkas per
metric ton;
. import and export (including domestic) of plastics products:
fourteen point eighty (14,80) Finnish markkas per metric ton.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
The Client, its legal successors and assignees have the right to use all
harbours at the Porvoo Works for its industrial activities in accordance with
this Agreement at the price defined in article 4 above. To the extent
possible such rights of the Client shall be formalized through and subject to
any easement and/or other registrations required by the Client. Separate
agreements have been signed with regard to the access and use of harbour and
such easements.
7. Specific Agreement.
Subject to principles contained in this Annex 3.b. and the Agreement and the
provisions contained in other agreements between the parties (such as Utility
Agreement) and taking into account the present practice within Neste, the
Parties shall agree upon the detailed provisions with respect to i.a.
allocation of responsibility and liability related to the harbour, such
provisions to be incorporated into separate agreement(s).
8. Contact Persons.
Xxxxx Xxxxxxxxx: the Provider
Xxxx Xxxxxxxxxx: the Client.
Annex 3.c.
----------
48
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
WAREHOUSE SERVICES
Service Provider: Neste Oil.
1. Service Description.
Neste Oy concerning Oil refinery storage and StyroChem Finland Oy have agreed
to offer Warehouse Services to each other. They have also agreed for "the
principle of balanced cross usage" of their storages. The pricing of the
material is based on (the weighted average storage price of the item plus 10%
capital cost added with VAT).
2. Service Price.
In case of a bigger difference in the number of yearly deliveries a fee to be
agreed by the Parties, per each additional delivery, shall be paid by the
Party which has received more services. The Parties shall check this yearly
balance of deliveries during each January. The possible service price for the
coming year shall be agreed before November 1.
3. Terms of Payment.
In accordance with the main contract.
4. Duration.
As per Article 2.1 of this Agreement.
5. Contact Persons.
Xxx Xxxxxxxx: the Provider
Xxxx Xxxxxxxxxx: the Client.
Annex 4.a.
----------
49
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
SERVICES RELATED TO ENVIRONMENT AND INDUSTRIAL HYGIENE
Service Provider: Neste Oy
1. Service Description.
The function of the Environment and Industrial Hygiene Unit is to conduct and
plan research concerning the environment and industrial hygiene at Neste Oy
and to assess the need for research. The service also includes assistance and
consulting in unexpected situations.
Basic services are agreed upon in an annual plan. They include:
. Environmental Research: environmental follow-up studies (notably
air quality), noise level measurements and other research, as
mutually agreed;
. Industrial Hygiene Research: basic field studies and measurements
(chemical, physical and biological agents), participation in risk
assessment, information service, guidance and testing of monitoring
equipment;
. Comments, communication and public relations management, follow-up
of regulations and standards related to the aforementioned fields,
in some cases participation in their preparation;
. Unexpected needs for research not included in the plan, the costs
of which do not exceed that of two to three days' work;
. Participation in training, as agreed.
All activities during the planned year cannot be covered beforehand. The
price of additional projects is to be agreed separately.
2. The Obligations of the Provider.
The Provider renders the Services in the extent described above.
3. Service Price.
The Client shall pay for the Service an amount determined in the annual plan
in accordance with the units internal pricing practices. A proposal for costs
to the Client is made every year with the budget. The price includes variable
and fixed costs as well as capital costs and is based on the estimated amount
of work. For information purposes only, 1996 prices were based on 530 hours,
and the resulting annual price was approximately 185.000 FIM.
4. Terms of Payment.
The Service Price shall be invoiced monthly the basis of which is mutually
agreed and be payable in arrear.
5. Duration.
As per Article 2.1 of this Agreement, with the exception that this Service
cannot be terminated by StyroChem at any time other than at the end of a
fiscal year. The Parties recognize that representatives of the provider and
Client are currently meeting to evaluate which of the services listed above
are required by law and which services are at the election of Client.
Provider and Client shall mutually develop a plan for the
50
provision of agreed services during fiscal year 1998 based on the results of
these discussions.
6. Contact Persons.
Riitta Viinanen: the Provider.
Xxxx Xxxxxxxxxx: the Client.
51
Annex 4.b.
----------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
TECHNOLOGY SERVICES
Service provider: Neste's Technology services.
Service Description.
1. The services provided by the Neste Corporate Technology Unit.
2. Obligations of the Service Provider.
The Provider shall render services related to analytical research, technical
support, information management and r&d services. The Client has the right to
use these Services in accordance with a specific agreement made separately
each time.
3. Obligations of the Client.
The Client shall pay the Service Price.
4. Service Price.
The Service Price may consist of workmanship, charged per hour of work and/or
a fixed price, as described in the Technology Unit Price List. The Price of
turn key agreements and projects not included in the list are determined case
by case.
The Price list shall be made available to the Client. The Prices are based on
the Provider's present cost structure according to the directives of Neste
Corporation. All the prices are exclusive of VAT.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
Xxxx Xxxxx and Xxxxx Xxxxxxx (the Provider).
Xxx Xxxxxxxxx (the Client).
52
Annex 4.c.1.
------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
SERVICES RELATIVE TO INFORMATION SYSTEMS
1. Service Description.
Neste Data's services to the Client's Polystyrene Plant at the Porvoo Works
and the Kokemaki Plant include:
. system maintenance such as maintenance readiness in accordance with
agreed urgency levels, correction of software errors, user support
and telephone consultation, provision of updated manuals and other
documentation;
. system development, based on a separate agreement. The information
systems for which the Service Provider shall be responsible for shall
be:
. the logistics systems (order handling, warehouse and production
operations, quality control);
. the maintenance systems (spare parts inventory management, raw
material management, work order management, maintenance cost
accounting). This Service does not include Isora's information
systems. Any consultation needed by the Client in these plants shall
be given under Annex 5.
2. Obligations of the Service Provider.
The Services described in Article 1 above shall be provided in accordance
with the current practice, as defined in the Service Agreements between Neste
Data and Neste Polystyrene, if the stipulations stated therein are not in
contradiction with the stipulations of this Agreement.
3. Obligations of the Client.
The Client shall pay the Service Price.
4. Service Price.
Maintenance of Logistics systems shall cost thirtyseven thousand and five
hundred (37.500) Finnish markkas per month. The Maintenance system service
shall be charged at eight thousand and three hundred and fourty (8.340)
Finnish markkas per month. The price of any development shall be determined
separately per the Neste Data Price List.
5. Terms of Payment.
Monthly in arrear.
6. Duration.
Six (6) months from the Effective Date unless terminated by the Client with
thirty (30) days written notice.
7. Contact Persons.
The Service Provider: Xxxxx Xxxxxxxx.
The Client: Xxxx Xxxxxxxxxx.
53
Annex 4.c.2.
------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
END USER SUPPORT SERVICES
1. Service Description.
Neste Data's End User Support Services to the Client's Polystyrene Plant at
the Porvoo Works consists of help desk services, other user support, back
office support as well as local and wide area network support. This Service
does not include Isora or Kokemaki's information systems. Any consultation
needed by the Client in these plants shall be given under Annex 5.
2. Obligations of the Service Provider.
The Services described in Article 1 above shall be provided in accordance
with the current practice, as defined in the Service Agreements between Neste
Data and Neste Polystyrene, if the stipulations stated therein are not in
contradiction with the stipulations of this Agreement.
3. Obligations of the Client.
The Client shall pay the Service Price.
4. Service Price.
End user support services are charged at three hundred ninety (390) Finnish
markkas per hour. The Price does not include any investment, hardware
maintenance, program licenses or data- or telecommunication fees. At the
Client's option, electronic mail service can be provided at a cost of two
thousand and five hundred (2.500) Finnish markkas per year per mailbox for
Porvoo Works as well as StyroChem Finland Oy, ThermiSol Finland Oy, ThermiSol
Denmark ApS and ThermiSol Sweden AB.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
The Service Provider: Xxxx Xxxxxxxxxx.
The Client: Xxxx Xxxxxxxxxx.
54
Annex 4.c.3.
------------
to the Neste Service Agreement Between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th of October, 1997.
TELECOMMUNICATION SERVICES
Service provider: Neste Data.
1. Service Description.
The Service consists of:
. network maintenance such as troubleshooting, cable laying and repair,
documentation on network routing and cable localization;
. switchboard system maintenance, including acquisition of telephones;
installation, repair, support; procurement of material; subscription
card installation; troubleshooting; maintenance and installation of
the staff location network; receiver procurement and service; voice
mail; and applications related to telephony;
. cellular phones and long-distance staff location (procurement,
installation, Privatel service, repair and end-user support);
. telefax services (procurement, installation, transfer, repair, user
support)
. connection register (switchboard network, general cabled network,
cellular phones, long-distance staff location);
. service agreements with third party telephone operators;
. service development and application design.
2. Obligations of the Service Provider.
The Provider renders the Services hereinabove in accordance with the methods
and the schedules agreed upon with the Client. The Provider sees to the
sufficient number of personnel as well as the requirements related to
professional skill and equipment.
These Services are to be rendered during usual working hours, with the
exception of system updates. Service availability shall be ensured by means
of wireless communication systems and duty arrangements. Outside working
hours, messages are received by telefax and voice mail. The home numbers as
well as the cellular phone numbers of experts shall be given to the Client
without obligation.
Troubleshooting during working hours shall be started immediately.
The Provider shall supervise and take part in troubleshooting and repair of
telecommunications systems for which the responsibility lies mainly on third
party operators, such as switchboard network and Privatel. Any reimbursement
due to defaults in the said systems shall be transferred to the Client by the
Provider. Operators' emergency numbers shall be given to Client's disposal.
Additional services are provided if the needed resources are available. Such
services shall be invoiced as agreed.
3. Obligations of the Client.
The Client shall inform the Provider of any change of importance in the
environment related to telephony and any future needs. The Client shall
provide the necessary information on the system and help in troubleshooting.
The Client ensures that agreed regulations are followed by Client's
personnel.
55
4. Service Price.
One hundred and eighteen (118) Finnish markkas per analogue extension per
month and one hundred twenty-seven (127) Finnish markkas per digital
extension per month.
5. Terms of Payment.
Invoiced monthly, payable in arrear.
6. Duration.
As per Article 2.1 of this Agreement.
7. Contact Persons.
Xxxxx Xxxxxxxxxxxx (the Provider).
Mervi Vayrynen (the Client).
56
Annex 5.a.
----------
to the Neste Service Agreement between Neste Oy (the Provider) and StyroChem
Finland Oy (the Client) dated the 15th October, 1997.
SERVICES RELATED TO EXCHANGE OF EXPERTS
Service Provider: any division or business unit within Neste Group.
1. Service Description.
Neste Oy and StyroChem Oy have agreed to exchange experts, directly in
connection with the acquisition, at the conditions set out in this Annex. The
service consists of the provision of expertise in short-term projects (from 1
to 14 days). The conditions for the exchange of experts in projects longer
than 14 days are to be agreed separately. The Provider is under no obligation
to render expertise in excess of the current extent and scope of practice.
2. Obligations of the Service Provider.
A Party is obliged to provide such expertise especially when, in
consideration of the acquisition, know-how has remained solely in the hands
of this Party.
3. Service Price.
The Client shall pay for the Service as follows:
. four hundred and ten (410) Finnish markkas per working hour of
special expertise;
. three hundred and fifty (350) Finnish markkas per working hour of
labour consultant;
. three hundred and twenty (320) Finnish markkas per working hour of
white-collar worker or expert;
. two hundred and eighty (280) Finnish markkas per working hour of
blue-collar worker or comparable.
Value-added tax is not included in these figures.
4. Duration.
As per Article 2.1 of this Agreement.
5. Contact Persons.
Pertti Silantera: The Provider
Xxxx Xxxxxxxxxx: the Client.
