1
EXHIBIT 10.32
GE PLASTICS
--------------------------------------------------------------------------------
SALES AGREEMENT
UVEX SAFETY MANUFACTURING, INC. GE PLASTICS
00 XXXXXXX XXXX. XXX XXXXXXXX XXXXXX
XXXXXXXXXX, XX 00000-0000 XXXXXXXXXX, XX 00000
GENERAL ELECTRIC COMPANY (GE PLASTICS) AGREES TO SELL TO UVEX SAFETY
MANUFACTURING, INC. (CUSTOMER) AND CUSTOMER AGREES TO PURCHASE THE PRODUCTS
SPECIFIED ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
DURATION OF AGREEMENT:
EFFECTIVE DATE: 01/01/98 EXPIRATION DATE: 12/31/98
PRODUCT LINES COVERED:
ATTACHMENT "A"
LEXAN(R) RESIN UVEX SAFETY MANUFACTURING, INC. AGREES TO PURCHASE 95% OF
ITS POLYCARBONATE SUPPLY THROUGH GE PLASTICS. THIS
COMMITMENT IS ESTIMATED AT 1.5MM POUNDS FOR 1998.
ATTACHMENT "X"
XXXXX(X) RESIN UVEX SAFETY MANUFACTURING, INC.'S COMMITMENT OF XENOY RESIN
IS ESTIMATED AT 100,000 POUNDS FOR 1998 AND IS BASED UPON
THE SATISFACTORY PERFORMANCE OF A NEW APPLICATION THAT HAS
YET TO BE PROVEN.
CUSTOMER TERMS:
PAYMENT: 1.00% DISCOUNT 10 DAYS, NET 30 FROM DATE OF INVOICE.
SHIPPING: DELIVERY FOB SHIPPING POINT. MINIMUM FREIGHT PREPAID TO
DESTINATIONS WITHIN THE CONTIGUOUS UNITED STATES BY CARRIER OF GE PLASTICS
CHOICE.
CONDITIONS OF SALE: PLEASE SEE REVERSE.
PERFORMANCE OF THIS AGREEMENT IS CONTINGENT UPON MEETING THE REQUIREMENTS OF THE
PARTIES IN AN ECONOMICAL AND REASONABLE MANNER. EITHER PARTY MAY REQUEST
ADJUSTMENTS TO THIS AGREEMENT IF, IN ITS SOLE JUDGEMENT, CONDITIONS HAVE CHANGED
SIGNIFICANTLY SINCE THE SIGNING OF THIS AGREEMENT. IF AFTER THIRTY (30) DAYS THE
PARTIES DO NOT AGREE TO THE ADJUSTMENTS, OR WHEN THE REQUESTED ADJUSTMENT HAS
BEEN REJECTED, WHICHEVER COMES EARLIER, THE REQUESTING PARTY MAY TERMINATE THIS
AGREEMENT BY GIVING THIRTY (30) DAYS WRITTEN NOTICE.
APPROVED: /s/ X. Xxxxxx /s/ X. Xxxxxx 1/19/98 APPROVED: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------- ------------------------
UVEX SAFETY MANUFACTURING, INC. GENERAL ELECTRIC COMPANY
DATE: 1-13-98 DATE: 1-13-98
------------------------------------- ------------------------
(R) REGISTERED TRADEMARK OF GENERAL ELECTRIC COMPANY
2
GE PLASTICS STANDARD CONDITIONS OF SALE
--------------------------------------------------------------------------------
FORMATION OF CONTRACT
An order placed by Buyer with GE Plastics, an operating business of General
Electric Company, shall be deemed accepted only upon GE Plastics' written
acceptance of the order and the terms of that acceptance shall govern. GE
Plastics accepts orders or supplies products to Buyer only under the condition
that Buyer agrees to be bound by and comply with these Conditions of Sale
together with those documents or parts of documents which specify the products
and which have been signed or accepted by GE Plastics in writing (hereinafter
collectively the "Sales Agreement"). GE Plastics' receipt of a purchase order
or its shipment of products to Buyer does not constitute an acceptance by GE
Plastics of the terms and conditions of Buyer's purchase order or any
proposal. Reference in Buyer's order to any such terms and conditions of
purchase or proposal shall in no way constitute a modification of any of these
Conditions of Sale. ANY ATTEMPTED MODIFICATION OF THESE CONDITIONS OF SALE
PROPOSED BY BUYER IN A PURCHASE ORDER CONTAINING TERMS AND CONDITIONS
INCONSISTENT WITH OR IN ADDITION TO THESE CONDITIONS OF SALE SHALL NOT BE
BINDING UPON GE PLASTICS UNLESS SPECIFICALLY ACCEPTED BY GE PLASTICS IN
WRITING. GE PLASTICS OBJECTS TO ANY TERMS AND CONDITIONS INCONSISTENT WITH OR
IN ADDITION TO THESE CONDITIONS OF SALE.
PRICES AND DELIVERY
Unless otherwise agreed in writing, (i) prices for products shall be GE
Plastics' list prices current at the time of shipment in US Dollars, F.O.B.
point of shipment (freight and insurance prepaid and allowed to points in the
continental United States) and (ii) payment terms shall be net thirty (30) days
from the date of the invoice. Shipping costs to other locations or by means or
routes other than those selected by GE Plastics shall be borne by Buyer. GE
Plastics shall separately indicate on its invoice(s) any Federal, state or local
tax, transportation tax, or other tax, which is required to be imposed. Title
to products purchased hereunder and all risk of loss or damage with respect
thereto shall pass to Buyer at the time product is transferred by GE Plastics
to a commercial transportation carrier for shipment to Buyer. All delivery
dates are approximate. In no event shall GE Plastics be liable for
consequential, special, incidental or exemplary damages based on any delay in
delivery or failure to deliver product under this Agreement.
WARRANTY
GE Plastics warrants that the products will conform to GE Plastics'
specifications therefor in effect at the time of delivery of the product or
such other specifications as may be mutually agreed upon in writing. Buyer
shall inspect all product delivered hereunder for damage, defect or shortage
immediately upon receipt by Buyer, and shall immediately provide GE Plastics
with notice of any such damage, defect or shortage. The conditions of any test
of the products for conformance with specifications shall be mutually agreed
upon and GE Plastics shall be notified of, and may be represented at, all tests
that may be made. If any product is determined not to conform to GE Plastics'
specifications or such other specifications as may be mutually agreed upon in
writing within the earlier of (i) six (6) months from date of shipment or (ii)
the date of use of the product by Buyer, such product shall be replaced by GE
Plastics without additional cost to Buyer, or, at GE Plastics' option, GE
Plastics shall refund the purchase price therefor. This remedy is Buyer's
exclusive remedy for breach of warranty. Defective products shall not be
returned by Buyer until authorized in advance by GE Plastics. Returned products
to the extent possible should be intact in form as shipped and retain the GE
Plastics identity. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER
WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY, REMEDY AND DAMAGES
GE Plastics' liability to Buyer under this Sales Agreement or arising out of
possession or use of the product or any technical advice relating thereto is
limited to the warranty obligations set forth above in the Warranty Article and
in no event shall such liability, whether based in contract, warranty,
negligence or other tort, strict liability or otherwise, exceed the purchase
price for the product in question. Upon the expiration of the applicable
warranty period specified herein, all such liability, whether based in
contract, negligence or other tort, strict liability, breach of warranty or
otherwise, shall be deemed waived unconditionally and absolutely. The foregoing
shall constitute the sole and exclusive remedy of the Buyer and the sole and
exclusive liability of GE Plastics. IN NO EVENT SHALL GE PLASTICS BE LIABLE FOR
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE
PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY SUBSTITUTE FOR THE PRODUCT,
DOWNTIME, CLAIMS OF THIRD PARTIES OR INJURY TO PROPERTY. THIS LIMITATION SHALL
APPLY NOTWITHSTANDING A FINDING THAT ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TECHNICAL ADVICE AND OTHER SERVICES
Buyer agrees that it is not relying upon any representation, statement or other
assertion made by GE Plastics with respect to the products and their
suitability and that Buyer has made its own inquiry, testing and investigation
into, and based thereon has formed an independent judgment concerning, the
products and the suitability of the products for the use, conversion or
processing intended by Buyer, and will not assert any claim against GE Plastics
or hold GE Plastics liable in any manner with respect to any information,
testing or designs furnished (or failed to be furnished) by GE Plastics
including, without limitation, technical advice or recommendations. Statements
made by GE Plastics concerning possible or suggested uses of materials or
designs described herein are not to be construed as constituting a license
under any patent covering such use nor as recommendations for use of such
materials or designs in the infringement of any patent.
PATENTS
GE Plastics shall defend any suit or proceeding brought against the Buyer
insofar as such suit or proceeding is based on a claim that any product, or any
part thereof, in the form as delivered by GE Plastics to Buyer, constitutes an
infringement of any patent of the United States, if notified promptly in
writing and given information and assistance (at GE Plastics' expense) and
exclusive authority for the defense of any infringement claim and all
negotiations relating to its settlement, and GE Plastics shall pay all damages
and costs awarded therein against the Buyer. In case a product, or any part
thereof, in such suit or proceeding is held to constitute infringement and the
use of the product or part is enjoined, GE Plastics shall at its own option and
expense either procure for the Buyer the right to continue using the product or
part, or replace same with a non-infringing product, or modify it so it becomes
non-infringing, or accept return of the product from Buyer and refund the
purchase price and the transportation cost thereof to the Buyer. The foregoing
states the entire liability of GE Plastics for patent infringement by the
products or any part thereof. GE shall not be responsible under this provision
for, and Buyer shall hold GE Plastics harmless against, any expense or loss,
including attorney's fees, resulting from infringement of any intellectual
property rights, including patents, trade secrets or trademarks, if such
infringement arises from GE Plastics' compliance with Buyer's specifications or
instructions.
VARIATIONS
Unless otherwise specified in writing, any variation over or under in
quantities shipped not exceeding 10% of the quantities ordered shall constitute
compliance with the order and the unit price will apply to the quantity
actually delivered.
TERMINATION FOR DEFAULT
Either party may terminate this Sales Agreement upon thirty (30) days' prior
written notice, in the event the other party breaches any material term or
condition of this contract, PROVIDED, HOWEVER, that during such notice period,
the party in default may cure its default and thereby xxxxx the termination;
PROVIDED, FURTHER, that if such default shall require a longer period to
remedy, so long as the party in default has taken reasonable steps within such
period to commence the curing of the default, the termination shall be abated,
as long as such steps continue to be taken. If Buyer is in default hereunder,
GE Plastics may suspend shipments of product during such cure period without
liability to Buyer.
FORCE MAJEURE
Neither Buyer nor GE Plastics shall be liable for its failure to perform its
obligations (except the obligation to pay money), either in whole or in part,
under the terms of this Sales Agreement if such failure is a result of causes
beyond its reasonable control, such as an act of God, act of the other party,
labor disruption, strike, fire, flood, war, government regulation, the delay in
or inability to obtain labor, machinery, material, product or services through
its usual and regular sources or any other condition or cause beyond its
reasonable control, said causes being hereafter referred to as "Force Majeure"
and the quantities of material affected by Force Majeure shall be deleted from
the Sales Agreement quantities. In the event the Force Majeure condition is not
alleviated on or before the expiration of sixty (60) days, then the party not
affected by the Force Majeure condition may, at its option, terminate this
Sales Agreement upon written notice to the other party, such termination to be
without further liability to either party. If for any reason supplies of the
products deliverable hereunder or feedstock from which such products are
derived from any of GE Plastics' sources are curtailed or cut off or are
inadequate to meet GE Plastics' own requirements and its obligations to its
customers, GE Plastics' obligation hereunder shall be reduced to the extent
necessary in GE Plastics' reasonable judgment to apportion fairly among GE
Plastics' own requirements and its regular customers such products as can be
made available in the ordinary and usual course of GE Plastics' business from
any such sources of supply.
PRODUCT WARNINGS AND INSTRUCTIONS
GE Plastics agrees to furnish Buyer with Material Safety Data Sheets ("MSDS's")
for the product where applicable. The products may be, or become, considered
hazardous material or hazardous substances under various laws and regulations
when handled or processed. The Buyer agrees to familiarize itself (without
further reliance on GE Plastics) with any hazards of the products, their
processing and applications and the containers in which the products are
shipped. The Buyer agrees to pass the MSDS's to all those required by law to
receive same and to inform and train its employees and properly warn and
instruct its customers as to hazards identified in the MSDS's or discovered by
Buyer in its investigations. The Buyer further agrees to properly manage and
dispose of all wastes and/or residues resulting from its use of the products in
accordance with applicable laws and regulations.
SECURITY AND TITLE
Security, title and right of possession of the products shall remain with GE
Plastics and the products shall remain the personal property of GE Plastics
until all payments hereunder (including deferred payment, whether evidenced by
notes or otherwise) shall have been received in full by GE Plastics and the
Buyer agrees to do all acts necessary to perfect and maintain such security
right and title in GE Plastics.
GOVERNMENT PROCUREMENT REQUIREMENTS
Buyer acknowledges that products supplied by GE Plastics may not meet
applicable government procurement requirements and that GE Plastics may not be
able to supply information required by government procurement regulations. If
GE Plastics has not expressly agreed in writing with Buyer that its products
shall meet certain government procurement requirements or that GE Plastics will
provide Buyer with information under government procurement regulations, GE
Plastics shall have no liability whatsoever with respect to any requirements
related to or arising from government procurement regulations.
INTERNATIONAL TRADE
Buyer will insure that all GE Plastics commodities, technology or software
exported from the United States are exported in accordance with the U.S. Export
Administration Regulations. Diversion contrary to U.S. Law is prohibited.
GENERAL
Cancellation of any order, or return of any conforming product purchased
hereunder, will be subject to acceptance by GE Plastics and to a restocking
charge in accordance with GE Plastic's policy as then in effect. This Sales
Agreement contains the complete and exclusive agreement among the parties and
supersedes all prior understandings whether written or oral as to the subject
matter hereof. Unless GE Plastics has provided written consent, any partial or
complete assignment of right(s) or delegation of obligation(s), shall be void.
This Sales Agreement may not be changed, renewed, extended or modified in any
manner, orally or otherwise, except by an instrument in writing signed by a
duly authorized representative of GE Plastics. Neither course of performance,
nor course of dealing, nor usage of trade shall be used to qualify, explain or
supplement any of the terms of this Sales Agreement. Any failure of GE
Plastics, at any time or from time to time, to require the performance of the
Buyer of any other items and conditions of the contract shall not constitute a
waiver by GE Plastics of these Conditions of Sale and shall not affect or
impair this Sales Agreement in any way. Each provision hereof shall apply to
the full extent permitted by law, and the invalidity in whole or in part of any
provisions shall not affect the remainder of such provision or any other
provision. This Sales Agreement shall be interpreted and governed by the laws
of the State of New York, excluding its conflicts of laws rules.
Rev. 11/04/96
GEP Sid Conditions of Sale
3
ATTACHMENT "A"
AGREEMENT #: 33089
CUSTOMER #: 90099
SUPERSEDES #: 29976
PRODUCT LINE: LEXAN(R) RESIN
MINIMUM ORDER/SHIPMENT QUANTITY
BRACKET INVOICE PRICE PER LB
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4120R GP 01/01/98 12/31/98 N/A 1.8900
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4120R ST 01/01/98 12/31/98 1.9900 1.9900
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4320 ST 01/01/98 12/31/98 1.9900 1.9900
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4620R ST 01/01/98 12/31/98 1.9900 1.9900
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
OQ4620R GP 01/01/98 12/31/98 1.9900 1.9900
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
103R GP 01/01/98 12/31/98 N/A 1.8900
2200 5500
GRADE COLOR EFF EXP 5499 &ABOVE
103R ST 01/01/98 12/31/98 1.9900 1.9900
ADDITIONAL GRADE/COLOR COMBINATIONS MAY BE ADDED TO THIS AGREEMENT AS MUTUALLY
AGREED UPON BY UVEX SAFETY MANUFACTURING, INC. AND GE PLASTICS.
PRICE PROTECTION:
PRICES SPECIFIED HEREIN ARE FIRM THROUGH 12/31/98.
GUARANTEE OF SUPPLY:
GE PLASTICS GUARANTEES THAT WE WILL MAKE AVAILABLE TO UVEX SAFETY MANUFACTURING,
INC., UNDER THE TERMS OF THIS AGREEMENT, 2MM POUNDS OF POLYCARBONATE DURING THE
TERM OF THE AGREEMENT, PROVIDED THAT UVEX SAFETY MANUFACTURING, INC. COMPLIES
WITH THE OBLIGATIONS HERE UNDER.
4
ATTACHMENT "B"
AGREEMENT #: 33569
CUSTOMER #: 90099
SUPERSEDES #: NONE
PRODUCT LINE: XENOY(R) RESIN
MINIMUM ORDER/SHIPMENT QUANTITY
BRACKET INVOICE PRICE PER LB
11000
GRADE COLOR EFF EXP &ABOVE
2735 1001 01/01/98 12/31/98 1.9500
PRICE PROTECTION:
PRICES SPECIFIED HEREIN ARE FIRM THROUGH 12/31/98.
5
PRODUCTIVITY:
GE Plastics and UVEX Safety Manufacturing, Inc. agree to mutually participate in
a Productivity Program which will attempt to improve productivity at UVEX
Safety Manufacturing, Inc. site. Each party agrees to provide sufficient
personnel and time to develop projects sufficient to meet the Productivity
Goal. The goal of this program shall be to achieve quantifiable cost savings of
$64,000 by 12/31/98. Savings credit shall be measured and tracked by UVEX
Safety Manufacturing, Inc. and approved by GE Plastics. Savings credit for an
approved project shall be equal to any GE Plastics investment plus any
estimated savings that will generate over a 12 month period. UVEX Safety
Manufacturing, Inc. agrees to promptly implement any approved projects and if
it fails to do so, UVEX Safety Manufacturing, Inc. shall still provide GE
Plastics productivity credit in the amount of the estimated annual savings.
In the event that the Productivity Goal is not achieved by 12/31/98, GE
Plastics agrees to compensate UVEX Safety Manufacturing, Inc. for the
difference between the Productivity Goal and the Savings Credit in the form of
a credit memo by January 31, 1999.
This productivity guarantee is void in the event the Productivity Goal is not
achieved due to lack of commitment by UVEX Safety Manufacturing, Inc. as
determined in GE Plastics reasonable discretion.
The cost saving must be quantified using fair market value for machine and
labor rates and other costs as represented by SPI & SPE market data.
