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EXHIBIT 10.14
SUPPLY AGREEMENT
concluded on the date set forth below
by and between
VOEST-ALPINE STAHLROHR KINDBERG GMBH & CO KG
AN AUSTRIAN LIMITED PARTNERSHIP
AND
GRANT PRIDECO, INC.
A DELAWARE CORPORATION
DATED AS OF JULY 23, 1999
*** Denotes information that has been intentionally excluded pursuant to a
confidential information treatment request pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
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PREAMBLE
WHEREAS, VOEST-ALPINE STAHLROHR KINDBERG GmbH & Co KG is a limited partnership
duly organized, validly existing and in good standing under the laws of Austria,
with its principal place of business in Kindberg and business address at Xxxxxx
Xxxx(xxxx)x 00, X-0000 Xxxxxxxx, Xxxxxxx, registered in the commercial register
of the Higher Court of Leoben under the registration number 165400 k
(hereinafter referred to as "Seller"), which has been involved for many years in
the manufacture of casings and tubings; and
WHEREAS, Grant Prideco, Inc. is a company duly organized, validly existing and
in good standing under the laws of Delaware, with its principal place of
business in The Woodlands, Texas and business address at The Xxxxxxxxx, Xxxxx
00000 (hereinafter referred to as "Purchaser"), which has been involved in the
field of manufacturing of drill pipe and the processing of casings and tubings;
and
WHEREAS, Purchaser wishes to purchase and Seller wishes to supply certain pipes
as defined below;
WHEREAS, Purchaser is an affiliate of Seller and Purchaser and Seller desire, to
avoid repetitive negotiations, and to set forth the terms under which affiliated
purchases will be made, Purchaser and Seller (hereinafter also referred to as
the "Parties" and each a "Party") wish to enter into this exclusive supply
agreement (hereinafter referred to as "Supply Agreement") on a long-term basis
establishing the terms and conditions of the purchase which will be applicable
to these transactions.
NOW THEREFORE, it is agreed as follows:
1. SALE AND PURCHASE
1.1 Seller herewith grants to Purchaser the right to purchase on a worldwide
exclusive basis green pipes (hereinafter referred to as "Green Pipes")
intended for the further processing into drill pipe and other Oil Country
Tubular Goods (hereinafter referred to as "OCTG"). The sale of Green
Pipes by or on behalf of Seller to other persons requires the prior
written consent of Purchaser. If Seller sells Green Pipes to third
persons without the prior written consent of Purchaser, any such sale
shall be credited against Purchaser's Annual Minimum Purchase Obligation
pursuant to Section 2.1.
For the purposes of this Supply Agreement, Green Pipes shall mean pipes
used to manufacture drill pipe, tubing and casing, provided that plain
end casing and tubing already produced to grade
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and requiring only end finishing to be converted to finished OCTG are
expressly excluded from the term "Green Pipes" used in this Supply
Agreement.
1.2 Seller grants to Purchaser the right, but Purchaser shall not be obliged,
to purchase API couplings on an exclusive basis in North, Central and
South America (Green Pipes and API couplings are hereinafter collectively
referred to as the "Material").
1.3 Seller and Purchaser agree that Purchaser shall have the sole right to
sell drill pipe and drill pipe hollows in the world. The Seller shall
not, directly or indirectly, sell any drill pipe or drill pipe hollows
without the written consent of the Purchaser.
2. ANNUAL MINIMUM PURCHASE OBLIGATION
2.1 Subject to the provisions of Section 13, Purchaser shall place orders for
purchase and Seller shall sell and deliver Green Pipes in a minimum
quantity of (i) 45,000 metric tons for the 12-month period beginning on
the 60th day after the date of signing of this Supply Agreement, which is
September 21, 1999 and (ii) 60,000 metric tons for each year thereafter
("Annual Minimum Purchase Obligation"). Of the 45,000 metric tons to be
ordered pursuant to clause (i) above, at least 12,500 metric tons must be
ordered prior to December 31, 1999, of which at least 3,500 metric tons
will be for casing according to TCA specification GT-01 rev. C of Type 7
or Type 2 in the size range of 127,0 - 177,8 mm OD.
2.2 Subject to the provisions of Section 2.1 and Section 13, Purchaser shall
place orders in monthly lots of not less than 3,750 metric tons and not
more than 5,625 metric tons, with a minimum of 100 metric tons per
dimension upon individual purchase orders placed by Purchaser. The
Parties may agree from time to time that Purchaser's monthly purchase may
be less than 3,750 metric tons or in excess of 5,625 metric tons,
provided, however, that without the consent of Seller, each order shall
not deviate from the previous order by more than 2,000 metric tons.
Purchaser's failure to place orders of Green Pipe in an amount equal to
the Annual Minimum Purchase Obligation shall not constitute a default
under this Supply Agreement and Seller's only remedy for that failure
will be the right to receive the penalties provided for under Section 13
and no more.
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2.3 Purchaser shall be entitled to order in excess of its Annual Minimum
Purchase Obligation up to 80,000 metric tons per year. Orders exceeding
80,000 metric tons require the prior consent of Seller.
3. TERM AND TERMINATION
3.1 This Supply Agreement shall commence on the first day of the calendar
month following the signing of this Supply Agreement, and shall be
concluded for an original term of 4 years. This Supply Agreement shall
automatically be renewed for successive one year periods, unless
terminated at the end of the original term or any renewal period in
writing, subject to a six month termination period. Nine months prior to
the expiration of the original 4 year term the Parties shall meet to
negotiate terms and conditions for a renewal of the Supply Agreement.
3.2 If either Party is in material default of any of its obligations under
this Supply Agreement and such default continues unremedied for 90 days
after written notice thereof by the Party not in default, such
non-defaulting Party may cancel this Supply Agreement and/or any orders
which may be affected by such default and shall have the right, in its
sole discretion, to exercise all rights and remedies available to it
under this Supply Agreement, including but not limited to Section 13, or
to exercise such rights and remedies as provided for in other agreements
concluded between the Parties or their affiliates, including but not
limited to the Operating Agreement dated July 23, 1999 concluded between
VOEST-ALPINE SCHIENEN GmbH & Co KG and GRANT PRIDECO, Inc.
3.3 An uncured failure to pay any amounts due to Seller under this Supply
Agreement which is not contested within 90 days of submission of the
invoice therefor as provided in Section 4.3 hereof shall be considered a
material default by Purchaser in the meaning of Section 3.2.
3.4 Continued failure by Seller to materially meet the quality and
specification requirements or the delivery requirements under this Supply
Agreement or breach by Seller of the exclusivity provisions of Section
1.1 and Section 1.3 hereof shall be considered a material default by
Seller in the meaning of Section 3.2.
3.5 Furthermore, Seller may by written notice to Purchaser forthwith
terminate this Supply Agreement
(a) if bankruptcy proceedings are opened against Purchaser, or Purchaser
is insolvent; or
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(b) if Purchaser or an affiliated entity no longer holds any limited
partnership interest in Seller.
3.6 Furthermore, Purchaser may by written notice to Seller forthwith
terminate this Supply Agreement
(a) if bankruptcy proceedings are opened against Seller, or Seller is
insolvent; or
(b) if Purchaser or an affiliated entity no longer holds any limited
partnership interest in Seller.
3.7 (i) If an event of force majeure occurs, the affected Party shall
promptly give notice thereof to the other Party and use its best
efforts to cure or correct such event of force majeure. Seller may,
during a period of shortage or delay due to any such causes, prorate
its supply in such a manner as deemed equitable in the judgement of
Seller. The Annual Minimum Purchase Obligation and the term of this
Supply Agreement as provided in Section 3.1 herein shall be adjusted
accordingly based upon the duration of any force majeure event. If
the event of force majeure shall continue for a period of twelve
months, either Party shall have the right to forthwith terminate
this Supply Agreement.
(ii) For the purpose of the Supply Agreement "force majeure" shall mean
all circumstances which are beyond the control of a Party exercising
a normal standard of care and which prevents such Party from
complying with its contractual obligations hereunder. Subject to the
foregoing and without limiting the generality of the foregoing, the
following circumstances in particular shall be regarded as force
majeure: acts of God; hurricane, tornado; labor strike, lockout or
other industrial disturbance; war, riot, sabotage, act of public
enemy, terrorist act or gang violence; blockade; serious epidemic;
earthquake or other earth movement, flood or other natural disaster;
bomb blast or other explosion; fire; shortage of goods essential to
a Party's performance of this Agreement, or their delay by a
carrier; or, government action that prevents performance. It is
explicitly agreed among the parties that any changes in market
conditions or the institution of U.S. Antidumping and Countervailing
Duty proceedings shall (subject to the provisions of Section 12) not
be considered as force majeure events.
3.8 Any termination of this Supply Agreement will not affect any individual
purchase order which may have been issued by Purchaser prior to the date
of termination, unless stated otherwise herein. The provisions of
Sections 8, 9, 10, 11, 12, 13, 15, and 16.3 shall survive any termination
of this Supply Agreement. In case this Supply Agreement is terminated,
Purchaser shall pay within 60 (sixty) days after the date of termination
any still outstanding Purchase Price or penalty
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payments due to Seller. In the event this Supply Agreement is terminated
by Purchaser pursuant to this Section 3 as a result of a material default
by Seller, any penalty payments due to Seller pursuant to Section 13
accruing on or after the date of such material default shall not be paid
and shall be deemed to be forfeited by Seller.
4. PURCHASE PRICE/INVOICE
4.1 The base purchase price for the Green Pipes is ATS [***] ("Purchase
Price") and shall include European sales tax and all export taxes and
duties if applicable to Green Pipes. The Purchase Price is based on
Purchaser's specifications in Purchaser's specification No. 359 (1), rev.
O, dated May 7, 1998. To the extent there are deviations from this
specification, the Purchase Price shall be adjusted as set forth on Annex
A, to the extent provided in Annex A. Annex B sets forth length
requirements for Annex A. Deviations not contemplated by Annexes A and B
shall result in an adjustment to the Purchase Price that reflects the
differential in costs of manufacture of the product from Purchaser's
specification No. 359 (1). Purchaser shall consult with Seller on any
change in specifications and will not request specifications which Seller
cannot fulfill with commercially reasonable efforts. The Purchase Price
is calculated on the basis of C.I.F. Houston in accordance with Incoterms
1990. Upon Purchaser's request, the Green Pipes shall be delivered to a
destination port other than Houston. If any change in delivery terms
pursuant to Purchaser's request results in a higher or lower cost to
Seller, the Purchase Price shall be increased or decreased accordingly.
4.2 During the term of this Supply Agreement (including the renewal periods),
the Purchase Price shall be subject to adjustment on a semi-annual basis
(starting on the first day of the sixth calendar month following the
signing of this Supply Agreement). The adjustment shall be computed on
the basis of the average of seamless alloy casing and tubing prices as
reported by the Preston Pipe Report or any report replacing it at the
time of order placement and shall be effected for all purchase orders
given on or after the first day of the calendar month following the
issuance of such Preston Pipe Report. The basis of assessment shall be
the average of seamless alloy casing and tubing prices as reported in the
Preston Pipe Report published in January 1999 and reflecting actual
October 1998 prices. This report shall be regarded as the 100 Index. The
index figure, however, is limited to upward fluctuations of not more than
5 %, based on the 100 Index during the term of this Supply Agreement.
Downwards fluctuations may be made, but not below the 100 Index.
4.3 Invoices will be submitted by Seller to Purchaser. Invoices will
reference Purchaser's purchase order number and will contain such other
information as Purchaser may reasonably request.
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Purchaser shall effect payment within sixty (60) calendar days after the
vessel arrival in the port of destination or net 105 days from ocean xxxx
of lading date, whichever comes first. Purchaser shall pay interest on
overdue invoice payments that are not contested as provided in Section
3.3 from the due date up to the actual date of payment at the rate
determined to be three percent (3 %) per annum above the six months
EURIBOR.
4.4 The Parties may agree from time to time to set off any amount owed by
Seller to Purchaser pursuant to this Supply Agreement against any amount
owed by Purchaser to Seller pursuant to this Supply Agreement.
4.5 In the event the Green Pipe being purchased by Purchaser does not meet
the specifications and is rejected, Purchaser may elect to credit amounts
paid for that Green Pipe against other purchases or to set off against
penalties due by Purchaser pursuant to Section 13 if Seller agrees to the
rejection or if it is determined that the Green Pipe does not meet the
required specifications.
5. PURCHASE ORDERS
5.1 This Supply Agreement does not constitute a purchase order. Purchases
under this Supply Agreement shall be made with purchase orders in a form
mutually agreed upon, placed by Purchaser. The first purchase order shall
be placed within 60 days after the date of signing of this Supply
Agreement, i.e. by September 21, 1999.
5.2 Any individual purchase order shall be acknowledged by Seller. Each order
acknowledgment shall contain either Seller's confirmation of the delivery
date as requested by Purchaser or Seller's own estimated delivery date,
which shall be no later than 10 days after Purchaser's requested delivery
date. Unless otherwise agreed to by Purchaser and Seller there shall be
at least two (2) months between receipt of the purchase order and the
delivery date. For the purposes of this Supply Agreement, the date on
which material is delivered shall be the ocean xxxx of lading date.
5.3 If Seller is unable to furnish the total quantity as ordered by
Purchaser, Seller shall without undue delay advise Purchaser. In such an
event, Purchaser shall have the option to cancel, at no charge, within 10
days from receipt of such advice the portion of the individual purchase
order which Seller is unable to furnish and the entire amount of the
cancelled portion shall be credited against the Annual Minimum Purchase
Obligation.
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6. DELIVERY DATES
6.1 Seller agrees to make every reasonable effort to meet the delivery dates
specified by Purchaser in any purchase order. If Seller is late in the
delivery of Green Pipes by 14 or more days, such late shipment shall be
counted for the Purchaser's monthly orders under Section 2.1 of this
Supply Agreement for both the month in which the order was placed and the
following month. If Seller is late in the delivery of Green Pipes by one
or more months, Purchaser shall have the option to cancel, at no charge,
the portion of the individual purchase order which has not yet been
delivered and the entire amount of the cancelled portion shall be
credited against the Annual Minimum Purchase Obligation.
6.2 Delivery is C.I.F. Houston in accordance with Incoterms 1990. Purchaser
may also request, as specified in any particular purchase order, that the
delivery destination of the Material be a location other than Houston.
For the calculation of the Purchase Price, Section 4.1 of this Supply
Agreement shall apply.
7. HAZARDOUS CONDITIONS
7.1 In the event that Seller or Purchaser learns of any issue relating to a
potential safety hazard or unsafe condition in any of the Material, or is
advised of such by competent authorities of any government having
jurisdiction over such Material, it will immediately advise the other
Party by the most expeditious means of communication. The Parties shall
cooperate in communication with the public and governmental agencies and
in correcting any such condition that is found to exist.
7.2 The Parties shall consult with each other prior to making any statements
to the public or to any governmental agency concerning issues related to
the safety hazard or unsafe condition except in circumstances in which a
failure to do so would prevent the timely notification which may be
required to be given under an applicable law or regulation.
7.3 Expenses associated with the correction of a safety hazard or unsafe
condition by or associated with the Material, including reasonable
attorneys' fees, court costs, expenses, and the like, if they become
necessary, shall be borne by the Party which caused such safety hazard or
unsafe condition, subject only to any other arrangement negotiated by the
Parties in light of the particular facts and circumstances then existing.
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8. CONFIDENTIAL INFORMATION
The Parties understand and agree that information concerning any of the
information set forth herein is confidential to each of them and shall,
except as may otherwise be required by law, regulation or order, only be
disclosed to unaffiliated third parties, in writing or orally, upon the
specific prior written agreement of the Parties, provided, however, that
if any of such terms have previously been disclosed, for any of the
foregoing reasons, these terms shall no longer be treated as confidential
by either Party.
9. PATENTS
9.1 Each Party hereby represents to the other Party that, to the best of its
knowledge, there are no third-party patent, trade secret, or copyright
rights which would be infringed by the manufacture, use or sale of the
Material to be supplied hereunder.
9.2 Each Party will defend any suit or proceeding brought against the other
Party, any of its affiliates or their customers, based on a claim that
the manufacture, use or sale of the Material purchased hereunder
constitutes an infringement of any patent or copyright of any country or
any trade secret to the extent and only to the extent such suit or
proceeding is attributable to the actions or omissions by such Party;
provided that each Party is notified by the other Party in writing and
given authority, information, and assistance for the defense of same. If,
as a result of any such suit or proceeding, the use or sale of the
Material purchased hereunder is enjoined, both Parties shall use their
best efforts to modify any infringing Material so that it becomes
non-infringing.
10. WARRANTY
10.1 Green Pipes manufactured by Seller for Purchaser under this Supply
Agreement shall be of the kind and quality as provided in Section 1 of
this Supply Agreement and as per the specification mutually agreed by the
Parties and the applicable parts of the API standards. In case of a
conflict between the specification and the API standards, the
specification shall prevail. The review or approval by Purchaser of any
designs, engineering drawings, quality control procedures, or any other
aspect of the design and manufacture of Material hereunder shall not
relieve Seller of the responsibility for producing Material which
complies with the specification and all current local,
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state, and federal governmental specifications and standards existing at
the date of delivery as expressly stated and identified in the
specification. Further, Seller shall be responsible for producing
Material which is of good workmanship and performance and of merchantable
quality. Seller also warrants that it complies with all Austrian
regulations applicable to the manufacturing of Material. Seller also
shall be responsible for any mill-related defects in the Material,
including, but not limited to, laps, slugs, gouges, slivers and seams,
detected prior to or after processing.
10.2 The warranty period extends for, and warranty claims may only be asserted
in writing by Purchaser against Seller within, the first 12 months of
service of the Green Pipes or within 2 years after delivery of the Green
Pipes to Purchaser, whichever comes first. Warranty claims for corrosion
or mechanical damage may only be asserted in writing by Purchaser against
Seller within six (6) months after the Material's arrival at its port of
destination.
10.3 In case Purchaser asserts warranty claims against Seller, Seller shall
have the right to examine such Material within 30 calendar days. If any
of the delivered Material fails to meet the warranties set forth above,
Seller shall, as promptly as practicable and at its expense, repair,
replace or cause to be repaired or replaced same without undue delay. In
either case, the cost of freight and handling to return or replace the
Material shall be at the expense of Seller and the Seller shall reimburse
Purchaser for the costs of any fabrication and reasonable additional
inspection costs incurred by Purchaser in the processing of the defective
Material.
10.4 In the event that a warranty claim exists and Seller has accepted to be
responsible for the warranty claim, or is otherwise determined to be
responsible, Seller will at Purchaser's option issue credit against
future invoices or set off against due penalty payments or Seller will
pay to Purchaser the amount due within 30 days of Seller's receipt of a
debit memorandum or some other written request for payment.
10.5 Notwithstanding any provision to the contrary, the Parties may agree to
an adjustment in the Purchase Price or to a (partial) cancellation of the
respective purchase order in the event of any failure or defect in the
Material.
11. PRODUCT LIABILITY
11.1 In the event that product liability claims are asserted against Seller or
Purchaser such Party will immediately advise the other Party of such
claim by the most expeditious means of
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communication. The Parties shall cooperate in communication with the
public and governmental agencies with respect to such liability claim.
11.2 Each Party shall defend any suit or proceeding brought against the other
Party, any of its affiliates or their customers, based on product
liability claims for which they are responsible. Unless agreed otherwise,
until such time as responsibility has been determined, the Parties shall
bear the costs and expenses (including, but not limited to, reasonable
attorneys' fees and expenses, settlements, judgments, and court costs)
arising out of or related to product liability in the ratio of the value
added to the finished product by each Party.
11.3 In the event a product liability claim is successfully asserted against
one of the Parties, the Party which caused such defect agrees to protect,
defend, hold harmless, indemnify, and reimburse the other Party and its
distributors, dealers, affiliates, insurers, and customers during the
term of this Supply Agreement and any time thereafter for any and all
liabilities, losses, damages, costs and expenses (including, but not
limited to, reasonable attorneys' fees and expenses, settlements,
judgments, and court costs) arising out of or related to such liability,
demand, lawsuit, action or claim.
11.4 If the Party which caused such defect cannot be identified, the Parties
shall bear all liabilities, losses, damages, costs and expenses
(including, but not limited to, reasonable attorneys' fees and expenses,
overhead, settlements, judgments, and court costs) arising out of or
related to such liability, demand, lawsuit, action or claim in the ratio
of the value added to the Green Pipe by each Party.
11.5 Both Parties shall maintain, at their own expense, appropriate insurance
in the amount of at least US$ 25 million for injury, death, or property
damage. Satisfactory evidence by copy of certificate of insurance thereof
shall be submitted annually to the other Party upon the other Party's
request. Such insurance shall be carried during the term of this Supply
Agreement, including extension, and for at least three (3) years
thereafter.
12. PURCHASER'S AND SELLER'S LIABILITIES
12.1 The Parties shall consult with each other on a regular basis on
procedures on how to minimize any risk with respect to the imposition of
U.S. Antidumping or Countervailing Duties provided that such consultation
is not in violation of law and is commercially reasonable.
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12.2 To this end, Seller shall employ a special sales advisor ("Special Sales
Advisor"). The appointment and dismissal of said Special Sales Advisor
shall be at the recommendation of Purchaser and require the unanimous
vote of the representatives of GRANT and Voest-Alpine Schienen GmbH & Co
KG to the Supervisory Board of the general partner of the Seller. The
Special Sales Advisor shall report to the Management Board of Seller.
12.3 If, despite these measures, a proceeding or investigation is initiated
threatening to lead to the imposition of U.S. Antidumping or
Countervailing Duties on products covered by this Supply Agreement either
Party may, upon written notice to the other, request a stay on the
performance of the obligations under Sections 1, 2 and 13 under this
Supply Agreement during the proceeding or investigation not to exceed two
years; provided, however, that such Party reasonably determines that
continued sales may subject the Party or the sales to the imposition of
U.S. Antidumping or Countervailing Duties. During the period of the stay,
all rights and obligations of the Parties under the above-referenced
Sections shall cease.
12.4 At any time during the stay under Section 12.3, either Party may request
that this Supply Agreement not be stayed and that Green Pipe continue to
be imported into the U.S. provided that the requesting Party (i) agrees
to indemnify the other Party for the additional duties or payments
imposed (ii) agrees to post any required bonds and (iii) provides
adequate assurances of payment for the additional duties or payments.
12.5 In the event that actual additional duties or payments are imposed,
either Party may elect to terminate this Supply Agreement provided that
the other Party may require the Supply Agreement not be terminated as
long as such Party (i) agrees to indemnify the other Party for any
additional duties or payments imposed and (ii) provides adequate
assurances of payment for the additional duties and payments.
12.6 If a proceeding or investigation is initiated threatening to lead to the
imposition of U.S. Antidumping on Countervailing Duties with respect to
products subject to this Supply Agreement, Purchaser shall, at its
expense, defend Seller in such action. Purchaser shall be entitled to
control the defense, but Seller shall be entitled to participate in the
action.
12.7 This Section 12 provides for the exclusive remedies for any action by the
Parties that may lead to the imposition of U.S. Antidumping or
Countervailing Duties.
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13. PENALTY
13.1 Purchaser agrees to pay a penalty of ATS 600 for each metric ton to the
extent that purchase orders fell short of the Annual Minimum Purchase
Obligation of Purchaser required under Section 2.1 during the entire term
of this Supply Agreement. Purchaser shall pay any penalties due within 30
days following the end of the contract year during which the penalties
arose.
13.2 Any penalties paid pursuant to Section 13.1 may be applied by and repaid
to Purchaser against separate invoices for purchases in excess of the
Annual Minimum Purchase Obligation in the following year.
13.3 For calculation purposes of the penalty only, any order placed by
Purchaser which was not delivered in compliance with this Supply
Agreement, shall be deducted from the Annual Minimum Purchase Obligation.
In case this Supply Agreement is terminated, the penalty due for the last
year prior to termination pursuant to Section 13.1 shall be calculated on
a pro rata basis.
14. CURRENCY CONVERSION
All of the amounts payable under this Supply Agreement that are
denominated in ATS shall be converted to EURO at such time as Seller and
Purchaser so agree, however on April 1, 2000 at the latest.
15. DISPUTE RESOLUTION
All disputes arising out of this Supply Agreement or related to its
violation, termination or nullity shall be finally settled under the
Rules of Arbitration and Conciliation of the International Arbitral
Centre of the Austrian Federal Economic Chamber in Vienna (Vienna Rules)
by three arbitrators appointed in accordance with these rules. The
substantive law of Austria shall be applicable and the language to be
used in the arbitral proceedings shall be English. The place of
arbitration shall be Vienna, Austria.
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16. MISCELLANEOUS
16.1 Modifications of and amendments to this Supply Agreement shall be valid
and binding only if made in writing.
16.2 If any provision hereof becomes invalid, this shall not effect the
validity of the remaining provisions hereof.
16.3 This Supply Agreement shall be governed by and construed according to
Austrian law. The application of the United Nations Convention on
Contracts for the International Sale of Goods is expressly excluded.
16.4 The termination of this Supply Agreement shall not release either Party
from any liability, obligation, or agreement which, pursuant to any
provision of this Supply Agreement, is to survive or be performed after
such expiration or termination.
16.5 This Supply Agreement has been made in the English language and has been
executed in two originals with Seller and Purchaser receiving one each.
16.6 All notices, requests, consents and other communications hereunder shall
be made in writing and sent by registered or certified mail or by any
express mail service or courier service or by facsimile transmission
(with receipt confirmed) to the parties at the addresses and numbers
below:
If to Purchaser, to:
Grant Prideco, Inc.
0000 Xxxx Xxxxxxx Xxxxx
Xxx Xxxx Xxxx, Xx XXX 00000
Attention: Xxxx X. Xxxxx and Xxxxxx X. Xxxx
Telephone: (000) 000 0000
Telecopier: (000) 000 0000 and (000) 000 0000
With a copy to:
Bruckhaus Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx 00
0000 Xxxxxx
Xxxxxxx
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Attention: Xxxxx W.T. Power
Telephone: (++43 1) 51515 Ext. 210 or 310
Telecopier: (++43 1) 512 63 94
If to Seller to:
VOEST-ALPINE STAHLROHR KINDBERG GmbH & Co KG
Xxxxxxxxxxxxx 00
0000 Xxxxxxxx
Xxxxxxx
Attention: Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxx
Telephone: (++43 1) 3842/202 4453
Telecopier: (++43 1) 3842/202 2444
With a copy to:
VA Xxxxxxx XxxX
Xxxxxxxxxxxxxx 000
0000 Xxxxxx
XXXXXXX
Attention: Xxxxxxxxx Xxxxxxx
Telephone: (++43) 3842/000 0000
Telecopier: (++43) 3842/202 2444
and a copy to:
VOEST-ALPINE XXXXX XX
Xxxxx-Xxxxxx-Xxxxxxx 0
0000 Xxxx
XXXXXXX
Attention: Xxxxxx Xxxxxxxxx
Telephone: (++43/70/0000-0000)
Telecopier: (++43/70/6980-5581)
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16.7 The subject headings of this Supply Agreement are for the convenience of
the Parties and shall not be considered in any question of interpretation
or construction of this Supply Agreement.
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this
Supply Agreement as of July 23, 1999.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------------- -------------------------------
Grant Prideco, Inc. VOEST-ALPINE STAHLROHR KINDBERG
GmbH & Co KG
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ANNEX A
1.A) For drill pipe and casing specs, minimum quantity of 500 mt/item.
XX000
XXX X0-00 rev. C type 2
***
1.B) For drill pipe and casing specs, minimum purchase of 250 mt/size.
Price for GP 348 rev.I ***
Price for GP 347 rev.I ***
Price for TCA 61-01 rev. C type 7 ***
***
1.C) For tubing, minimum quantity of 250 mt/size.
Price for GP spec 359 ***
Price for GP spec 347 ***
Price for GP spec 348. ***
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