EXHIBIT 10.19
STAT-PRO(R)3000 and STAT-PRO(R)3000 E PURCHASE AND SUPPLY
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AGREEMENT
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This agreement, by and between
Xxxxxx Waste Xxxxx, d/b/a RTP COMPANY, a corporation of the State of
Minnesota having offices at 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000 (hereafter "RTP")
and
FLUOROWARE, INC., a corporation of the State of Minnesota having offices at
0000 Xxxxx Xxxx., Xxxxxx, XX 00000 (hereafter "Fluoroware")
W I T N E S S E T H, That:
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WHEREAS RTP manufactures and sells Compounded PEEK(TM)resins;
WHEREAS Fluoroware has for some period of time purchased Compounded
PEEK(TM) resins from RTP; and
WHEREAS RTP desires to continue to supply Compounded PEEK(TM) resins to
Fluoroware, and Fluoroware desires to continue to purchase such resins from RTP;
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, the parties agree as follows:
ARTICLE I - TERM AND SCOPE
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1.01 This Agreement shall cover the period July 1, 1998, to August 31,
2003. No less than six (6) months prior to the end of such five year period, the
parties will enter into discussions regarding the terms and conditions under
which this Agreement may be extended.
1.02 Both Parties reserve the right to terminate this contract on August
31, 2001, at their sole discretion. This termination must be given via 90 day
written notice.
1.03 This Agreement shall relate solely to the supply of Compounded
PEEK(TM) resins by RTP to any Fluoroware designated location world wide.
ARTICLE 2 - PRODUCT
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2.01 RTP will sell, and Fluoroware will purchase the following Compounded
PEEK(TM) resins (hereafter "Product") as further described in the Fluoroware
Resin Specification & Control Plan" as set forth on Attachment A, hereto or as
such attachment is amended and mutually agreed upon from time to time (hereafter
"Fluoroware Resin Specification"):
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Fluoroware Part Number 830 Stat-Pro(R) 3000
RTP 2299X59069 Natural/black
Fluoroware Part Number 900 Stat-Pro(R) 0000 X
XXX 2299X76246B Natural/black
2.02 RTP recognizes that Fluoroware Stat-Pro(R) 3000, RTP 2299X59069 and
Stat-Pro(R) 3000 E, RTP 2299X76246B Natural/black, are proprietary resins to
Fluoroware and will not be sold to any other customer.
ARTICLE 3 - EXCLUSIVITY
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3.01 Provided that Fluoroware purchases at least 50% of the annual
quantities specified in Article 7 of this agreement, RTP shall use the
combination of PEEK(TM) and the high purity carbon fiber found in Fluoroware
Part Number 900, solely and exclusively for Fluoroware uses in storage and
transportation carriers, pods, wafer transport modules, boxes and other mutually
agreed upon products exclusively for the semiconductor market.
3.02 In granting the above-referenced exclusivity, it is RTP's intent to
not knowingly sell to others who intend to utilize the Products for these
Applications,
3.03 Nothing herein shall be construed as granting Fluoroware any exclusive
right to purchase any products other than Product set forth in paragraph 2.01
for use in the Applications nor prohibit RTP from selling Product for use in any
applications other than the Applications set forth in paragraph 3.01
ARTICLE 4 - QUALITY ASSURANCE
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4.01 RTP warrants to Fluoroware that the Product will conform to Product
specifications and will provide certification with each shipment of Product
indicating compliance with such specification.
ARTICLE 5 - INSPECTION
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5.01 For the purpose of confirming compliance with Fluoroware Resin
Specification all Product supplied hereunder shall be subject to inspection by
Fluoroware. RTP will submit two plaques molded from each lot of Product to
Fluoroware for use in inspection .
5.02 In the event that any of the Product shipped to Fluoroware under this
Agreement does not meet the appropriate Fluoroware Resin Specification, then
Fluoroware shall have the right to reject such Product by giving RTP prompt
notice thereof. RTP may at its option obtain samples of the rejected Product
from Fluoroware for analysis. RTP will ship replacement Product to Fluoroware
within three (3) days of receipt of notification of such rejection provided
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both parties agree on the cause of rejection, and RTP has a quantity of
acceptable raw materials to produce replacement material. RTP will fully credit
Fluoroware for the rejected Product provided RTP agrees that it is responsible
for causing the non-compliance. RTP will be responsible for any expenses
incurred in returning such rejected Product and in providing new product.
ARTICLE 6 - PACKAGING
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6.01 Product will be delivered in Xxxxxxx boxes with a sealed polyethylene
liner, or other container as acceptable to RTP subject to the prior written
approval of Fluoroware.
ARTICLE 7 - QUANTITY
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7.01 Provided that raw materials are available in 1998, RTP agrees to sell,
at a minimum, (*) pounds of Product to Fluoroware. Provided its total
requirements for Product equal or exceed (*) pounds in 1998, Fluoroware agrees
to purchase a minimum of (*) pounds of Product from RTP.
7.02 Provided that raw materials are available in 1999, RTP agrees to sell,
at a minimum, (*) pounds of Product to Fluoroware. Provided its total
requirements for Product equal or exceed (*) pounds in 1999, Fluoroware agrees
to purchase a minimum of (*) pounds of Product from RTP.
7.03 Provided that raw materials are available in 2000, RTP agrees to sell,
at a minimum, (*) pounds of Product to Fluoroware. Provided its total
requirements for Product equal or exceed (*) pounds in 2000, Fluoroware agrees
to purchase a minimum of (*) pounds of Product from RTP.
7.04 Provided that raw materials are available in 2001, RTP agrees to sell,
at a minimum, (*) pounds of Product to Fluoroware. Provided its total
requirements for Product equal or exceed (*) pounds in 2001, Fluoroware agrees
to purchase a minimum of (*) pounds of Product from RTP.
7.05 Provided that raw materials are available in 2002, RTP agrees to sell,
at a minimum, (*) pounds of Product to Fluoroware. Provided its total
requirements for Product equal or exceed (*) pounds in 2002, Fluoroware agrees
to purchase a minimum of (*) pounds of Product from RTP.
(*) Denotes confidential information that has been omitted and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Act of 1933, as amended.
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7.06 In the event that Fluoroware's total requirements for Product exceed
the minimum purchase and supply obligations set forth in paragraphs 7.01 through
7.05, RTP shall utilize best efforts to provide additional pounds to meet
Fluoroware's requirements.
7.07 RTP agrees to stock Product in quantities sufficient to meet
Fluoroware's forecast needs, during planned down times either at RTP or at RTP's
suppliers.
ARTICLE 8 - FORECAST REQUIREMENTS
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8.01 Fluoroware will provide RTP a written forecast of its Product
quantities on an annual basis no later than ninety (90) days prior to this
Agreement's anniversary date.
8.02 Quarterly forecast updates will be provided on or before the fifteenth
of the month preceding any quarter. This quarterly forecast will forecast
quantities in the following two quarters.
ARTICLE 9 - PURCHASE ORDERS
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9.01 Purchase orders will be issued for Product indicating Fluoroware Resin
Specification revision level and quantities. Shipments will be authorized by
P.O. releases.
ARTICLE 10 - PRICE
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10.01 RTP agrees the price of 830 shall not exceed $(*) per pound, and the
price for 900 shall not exceed $(*) per pound for the first year of this
Agreement and shall decrease each year thereafter. If Fluoroware purchases at
least 75% of the annual quantities called out in Article 7, the price shall
decrease a minimum of $0.30 per pound per year with reductions taking effect on
each anniversary date of this contract. If Fluoroware purchases 50%-74% of the
annual quantities called out in Article 7, the price shall decrease a minimum of
$0.15 per pound per year with reductions taking effect on each anniversary date
of this contract. If Fluoroware purchases less than 50% of the annual quantities
called out in Article 7, their will be no annual reduction required on the first
of each year, however both parties will continue to work in good faith to find
ways to reduce the cost of this material.
(*) Denotes confidential information that has been omitted and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Act of 1933, as amended.
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These decreases may be achieved by RTP reducing internal costs, or by RTP
submitting cost savings suggestions to Fluoroware in writing, where Fluoroware
accepts the suggestion and the purchase price is reduced. All cost savings
suggestions submitted in writing which end up reducing the price to Fluoroware,
will be put towards the annual $0.30 per pound per year reduction requirements.
10.02 Payment Terms are Net 15 days from date of Invoice. Invoices to be
consolidated monthly. Price of Product is FOB: Delivered, Freight Allowed, to
designated locations in the United States. Price of Product is FOB: Vessel, to
designated locations outside the United States.
10.03 RTP and Fluoroware agree to meet annually to set price reduction
targets for Product and will work together for continuous improvement in the
supply chain of this Product. RTP will actively pursue raw material cost savings
through the use of alternate raw materials. Any raw material changes must be
approved by Fluoroware. RTP will pass along any savings resulting from use of
alternate raw materials in the form of a Product price reduction.
10.04 RTP will make every effort to seek stable and/or decreasing prices
from its suppliers of the raw materials that make up the Stat Pro(R) 3000 and
Stat Pro(R) 3000 E. In the event there is a verified price increase in raw
materials during the term of this agreement, RTP may pass along that portion of
the price increase which directly impacts the cost of Fluoroware's Stat Pro(R)
3000 and Stat Pro(R) 3000 E, provided that RTP shares concrete evidence of the
price change, and negotiates in Fluoroware's behalf to neutralize any increases.
In the event of a reduction in the cost of any raw materials, RTP agrees to
share 50% of any raw material decreases with Fluoroware. These raw material
reductions will not affect the annual reductions called out in paragraph 10.01.
ARTICLE 11 -BEST PRICE
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11.01 Should RTP sell a resin similar to this Product (in like quantities)
to a third party for use in applications like those currently sold by Fluoroware
at a price lower than the price of such Product sold to Fluoroware hereunder,
then RTP shall offer such lower price to Fluoroware for Product for such term as
the lower price is in effect with the third party.
ARTICLE 12 - SUPPLY ASSURANCE
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12.01 Except for adverse circumstances beyond the control of RTP such as an
Act of God, fire, explosion, flood, unavailability of raw materials, or war
which impact RTP's ability to supply Product hereunder, Fluoroware's
requirements will be assured before similar products are sold to other
customers.
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ARTICLE 13 - REPORTING
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13.01 On a quarterly basis, Fluoroware will provide RTP with Quality and
Delivery Performance Ratings. RTP agrees to develop corrective action plans for
review and approval by Fluoroware when Quality Performance falls below on
hundred percent (100%) and/or Delivery Performance falls below ninety-seven
percent (97%).
ARTICLE 14 - MISCELLANEOUS
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14.01 This Agreement is not assignable or transferable by either party, in
whole or in part, except with prior written consent of the other party.
14.02 This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Minnesota. Any dispute relating to this Agreement
which the Parties are not able to resolve through amicable discussion and
negotiation shall be resolved by binding arbitration in Minneapolis, Minnesota,
pursuant to the COMMERCIAL RULES of the American Arbitration Association. The
decision of the arbitrator shall be final and shall be enforceable in any court
of competent jurisdiction.
14.03 This Agreement embodies the entire agreement and understanding
between RTP and Fluoroware relative to the subject matter hereof and there are
no understandings, agreements, conditions or representations, oral or written,
expressed or implied, with reference to the subject matter hereof that are not
merged or superseded hereby. No amendment, modification or release from any
provision hereof shall be of any force or effect unless it is in writing, signed
by the party claimed to be bound thereby, and specifically refers to this
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives on the dates indicated below.
RTP, INC. FLUOROWARE, INC.
BY: /s/ Illegible BY: /s/ Xxxx Xxxxxx
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TITLE: V.P., Business Management TITLE: Corporate Purchasing Manager
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DATE: 6/29/98 DATE: 6/17/98
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BY: /s/ Illegible BY: /s/ Illegible
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TITLE: C.E.O. TITLE: Supply Manager
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DATE: 6/30/98 DATE: 6/17/98
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CONFIDENTIALITY AGREEMENT
FLUOROWARE, INC. ("Recipient") has requested RTP Company ("RTP") to provide
certain specific technical and other information ("Material Information") highly
confidential to RTP regarding the following RTP materials ("Materials"):
COMPOUNDS FOR STAT PRO(R) 3000 LS
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Because of the extremely sensitive nature of the Material Information, this
agreement shall exclusively govern Recipient's obligations regarding use and
nondisclosure of the Material Information, whether or not labeled as
confidential. Any samples of the Material shall be deemed Confidential Samples,
use and disclosure of which are also restricted below.
1. Recipient's Obligations
a) Recipient will use the Material Information solely in connection
with and for the purpose of:
Approving RTP's materials for use in recipient's production processes
at its facility in Chaska, MN.
Without limitation of the foregoing, Recipient may not use the Material
Information to produce, or assist any other person to produce products
competitive with the Materials. Recipient shall not disclose the Material
Information to any person outside of Recipient, whether another Recipient
supplier, a competitor of RTP, a customer of Recipient or otherwise.
b) Confidential Samples shall be used solely for testing in connection
with the Permitted Purpose and in no case shall they be analyzed for
content, sold or made available to any other person.
c) Within Recipient, Recipient shall protect and keep confidential the
Material Information with the highest degree of care and shall disclose it
solely to Recipient employees with a need to know for the Permitted
Purpose. Recipient shall be responsible for enforcing this agreement for
the benefit of RTP.
d) All documents containing the Material Information (whether
delivered by RTP or prepared by Recipient) are and will remain RTP's
property. At RTP's written request, Recipient must promptly return to RTP
all those materials and any copies promptly at RTP's request. Recipient's
obligations under this Agreement will last indefinitely.
2. Exclusions. Recipient's obligations under this Agreement shall not apply
to information which:
a. is or becomes known to the public through no fault of Recipient or
its employees;
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b. is already known to Recipient prior to its receipt as shown by the
written records of Recipient (but Recipient acknowledges that the requested
information is not now known to Recipient); or
c. becomes known to Recipient by disclosure from a third party who has
a lawful right to disclose the information.
3. Entire Agreement. This is the complete Agreement between the parties
regarding the treatment of the Material Information and Confidential Samples,
and may be changed only by a written amendment.
Recipient: FLUOROWARE, INC. RTP COMPANY
BY: /s/ Illegible BY: /s/ Illegible
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TITLE: Supply Manager TITLE: Vice President, Business Management
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DATE: 4/6/98 DATE: April 2, 1998
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