1
Exhibit 10.8
LAMP MATERIALS PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 30th day of September 1999, by
and between GENERAL ELECTRIC COMPANY, a New York corporation, acting through its
GE LIGHTING business, having offices at Xxxx Xxxx, Xxxxxxxxx, Xxxx 00000
("Purchaser"), APL ENGINEERED MATERIALS, INC., an Ohio corporation having
offices at 0000 X. Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 ("Seller"), and ADVANCED
LIGHTING TECHNOLOGIES, INC., an Ohio corporation having offices at 00000 Xxxxxx
Xxxx, Xxxxx, Xxxx 00000 ("ADLT").
WITNESSETH:
WHEREAS, Purchaser purchased certain metal halide pellets,
sodium-mercury amalgams and other materials from Seller pursuant to the Metal
Halide Purchase Agreement (the "MH Purchase Agreement") dated January 1, 1989
and the Amalgam Purchase Agreement dated April 24, 1987 (the "Amalgam
Agreement"); and
WHEREAS, although the MH Agreement and the Amalgam Agreement expired on
November 30, 1998 and December 31, 1998, respectively, Purchaser has continued
purchasing Product (defined below) from Seller; and
WHEREAS, Purchaser and Seller have agreed to replace the MH Purchase
Agreement and the Amalgam Agreement with this Lamp Materials Purchase Agreement
(which is and shall be deemed to be an agreement supplementary to the License
Agreement defined below, as contemplated by section 365 of Title XI of the U.S.
Code), and to enter into a Know How and Patent License and Technical Assistance
Agreement (the "License Agreement") pursuant to which, among other things,
Purchaser has a non exclusive right to use the Know How Record (defined below)
under the conditions specified therein.
NOW THEREFORE, in consideration of the foregoing, and the mutual
promises hereinafter contained, the parties hereto agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
"Change of Control" shall mean with respect to an entity, any of the
following: (a) any person or group of persons shall have acquired beneficial
ownership (as defined in Rule 13d-3, promulgated under the Securities Exchange
Act of 1934, as amended) of 50% or more of the issued and outstanding shares of
common stock of the entity, (b) the entity shall be a party
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to a merger or consolidation in which it is not the survivor or in which the
entity's shareholders immediately prior thereto own less than a majority of the
outstanding voting stock of the survivor, or (c) the entity shall have sold,
leased or otherwise transferred all or substantially all of its assets in one
transaction or a series of related transactions.
"Consignment Agreement" shall mean the Consignment Agreement between
Purchaser and Seller, substantially in the form of EXHIBIT "D" hereto, which is
and shall be deemed to be an agreement supplementary to the License Agreement,
as contemplated by section 365 of Title XI of the U.S. Code.
"Know How Record" shall have the meaning ascribed to it in the License
Agreement, as such record has been and continues to be updated from time to
time, and shall include a written description that clearly defines the
processes, procedures, quality systems, equipment and apparatus used from time
to time in the production of metal halide pellets and sodium mercury amalgams.
The Know How Record will at all times enable technicians to produce Products to
the desired specifications.
"Products" shall mean metal halide pellets and sodium amalgams covered
by the Specifications (defined below) that are used as part of the fill in high
intensity discharge lamps for general lighting purposes manufactured by
Purchaser, and such other materials and products that are listed on EXHIBIT "A",
as such exhibit may be updated from time to time by mutual agreement of the
parties.
"QPS" shall mean the Quality Procurement Specification of Purchaser
which includes both the Product specifications currently being required by
Purchaser (the "Specifications") and the procedural requirements which are
currently being utilized by Purchaser and Seller for Products, as each of the
same may be modified from time to time by mutual agreement of the parties.
2. SCOPE. All purchases of Products by Purchaser shall be subject to
the terms and conditions of this Agreement and the Consignment Agreement. In the
event of any inconsistency between any provisions of Purchaser's purchase orders
or releases (except provisions specifying the types and quantities ordered,
delivery dates and the method of shipment), or any provisions of any Seller's
quotation, proposal, acknowledgement, acceptance, invoice, or any other writing
issued in connection herewith and this Agreement and the Consignment Agreement,
this Agreement and the Consignment Agreement shall prevail.
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3. SALE AND PURCHASE OBLIGATIONS. During the term of this Agreement:
(a) Seller agrees to sell to Purchaser one hundred percent (100%) of
Purchaser's requirements for Products and Purchaser agrees that at least fifty
percent (50%) of Purchaser's total requirements for metal halide pellets and
sodium amalgams (by volume) in each year will be purchased from Seller
(Purchaser's "Annual Purchase Obligation").
(1) Within thirty (30) days of a request from Seller received by
Purchaser on or before January 31 of a year, Purchaser shall deliver
Seller a statement from its Sourcing Manager confirming that Purchaser
fulfilled its Annual Purchase Obligation for the prior year.
(2) In the event that Purchaser does not fulfill its Annual Purchase
Obligation for any year (a "Deficiency"), Purchaser may cure such
failure in the next succeeding year by purchasing an aggregate amount
of Product (by volume) equal to the Deficiency, in addition to its
Annual Purchase Obligation for such succeeding year.
(b) Seller agrees that from the ninetieth (90th) day following the date
of this Agreement and thereafter Seller shall at all times maintain at a
location that is protected from fire, theft and other comparable risks in a
manner that is reasonably acceptable to Purchaser, an inventory of quality
approved Products specifically for supplying Purchaser (the "Product
Inventory"). The amount of the Product Inventory shall at all times be no less
than the amount that Purchaser has ordered in the immediately preceding sixty
(60) day period. Seller shall provide written certification semi-annually to
Purchaser that such stock is in place and fairly represents a reasonable mix of
the different product types based on the Purchaser's consumption during the
immediately preceding sixty (60) day period.
(c) Seller agrees to maintain and hereby acknowledges its relationship
with a secondary producer of Products (i.e., Xxxxxxx-APL, L.L.C.), which
secondary producer is capable of fulfilling the requirements of this Agreement
if for any reason Seller is unable to do so.
4. SPECIFICATIONS; QPS. (a) All Products supplied by Seller shall be in
the form of and must strictly conform to the Specifications and the QPS.
(b) In order to monitor the implementation and ongoing execution of six
sigma processes in the manufacture of Products, Seller agrees to conduct a
minimum of one technology review per year at Seller's factory premises which
will serve to update Purchaser on the processes, quality systems, equipment and
apparatus used in manufacturing Products. This review will include close
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inspection of the production process in operation and will be deemed to be
Proprietary Information as defined in section 8(a) of this Agreement. The timing
of such reviews will be mutually agreed upon by each party at least 30 days in
advance.
5. PRICES. (a) The price, excluding all state, federal and local taxes,
for all Products during the term of this Agreement shall be as detailed in
EXHIBIT "B". Prices are FOB Seller's dock, with the terms of payment referred to
in paragraph 4 of the Consignment Agreement being 1.5%, 15 net 60 days.
(b) If Purchaser requests Product having less than 100 grams per vial,
the prices set forth in EXHIBIT "B" for that Product will be increased to
include an ampouling charge at the rates set forth in EXHIBIT "C" attached
hereto.
6. TERM. This Agreement shall become effective on the date of the last
signature hereto and shall, unless terminated earlier pursuant to the terms of
this Agreement, have a term of five (5) years. Thereafter, it shall
automatically renew for consecutive five (5) year terms unless any one of the
following occurs: (1) this Agreement is replaced by another Agreement; or (2)
this Agreement is terminated by written notice delivered by either Seller or
Purchaser at least one hundred and eighty (180) days before the expiration of
the five (5) year period. Upon a renewal of this Agreement pursuant to this
Section 6, the pricing of the Products shall remain at the prices set forth in
EXHIBIT "B".
7. TERMINATION.
(a) Purchaser may terminate this Agreement if Seller fails to deliver
to Purchaser, within sixty (60) days of the date specified in any purchase order
of Purchaser, qualified, existing Products complying with the QPS and
Specifications applicable to such order; PROVIDED, HOWEVER, if failure of
delivery is caused by an extraordinary event beyond the reasonable control of
Seller and without the gross negligence of Seller, then the sixty (60) day
period shall be extended to one hundred twenty (120) days.
(b) Either party may terminate this Agreement upon prior written notice
to the other party in the event of the occurrence of a material breach by the
other party of any of the terms and conditions of this Agreement, which breach
has continued unremedied for forty five (45) days after receipt of notice
thereof (which notice shall specify the material breach).
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8. PROPRIETARY INFORMATION.
(a) For purposes of this Agreement, the term "Proprietary Information"
is understood to mean technical information and data made available by one party
to the other in written, machine recognizable, graphic or sample form including,
without limitation, drawings, photographs, sketches, models, mockups, and design
or performance specifications, provided such information is clearly and
conspicuously labeled with "Proprietary Information" or other equivalent legend.
Proprietary Information is also understood to include such information and data
disclosed orally or visually, provided that it is identified at the time of
disclosure as proprietary and, provided further, that within thirty (30) days
thereafter, a written summary of such oral or visual disclosure bearing the
aforesaid type of label or legend, is provided to the receiving party.
(b) Proprietary Information furnished hereunder shall be:
(1) used by the receiving party solely for the purpose of this
Agreement; and
(2) held in confidence for the term of this Agreement and ten (10)
years after its termination.
Except as provided in the License Agreement, such Information shall not, without
prior written consent of the disclosing party, be used in connection with the
manufacture or purchase of metal halide pellets or sodium amalgam products for
or from any third party or for any other purpose unrelated to this Agreement.
Moreover, within the receiving party, dissemination of Proprietary Information
of GE or Proprietary Information of Seller will be restricted to those employees
involved in performance of this Agreement and who have been informed of the
terms and conditions hereof.
(c) Notwithstanding the above stated obligations of restricted use and
confidentiality, the receiving party will not be liable for disclosure or use of
such party of the information which it can establish by tangible evidence:
(1) was rightfully in its possession or known to it prior to
receipt from the disclosing party;
(2) is or becomes known to the public through disclosure in a
printed publication or in an issued patent (without breach of the
receiving party's obligations hereunder);
(3) was rightfully acquired by the receiving party from a third
party, which generated such information independently of
Proprietary Information;
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(4) was necessarily disclosed by its use or embodiment in a
product that has been placed in commerce by the disclosing party;
or
(5) was independently developed by the receiving party provided
that the person or persons developing the same have not had
access to Proprietary Information.
(d) All Proprietary Information shall remain the property of the
disclosing party. Upon demand, all Proprietary Information and any copies shall
be immediately returned, including any written notes which may have been made
regarding same, to the disclosing party.
(e) No rights or obligations other than those expressly recited herein
are to be implied. No license is hereby granted or implied, by estoppel or
otherwise, under any patents (existing or future) or for any use of Proprietary
Information except such use as is expressly contemplated by this Agreement and
the License Agreement.
9. WARRANTY. Seller warrants that any Products sold hereunder will be
free from defects in title, workmanship, and materials and will conform to the
Specifications. This warranty does not apply to defects caused by abuse, misuse,
neglect, improper application, or alteration. Seller will require the return of
Products claimed to be defective for examination. Provided that the Products are
stored as provided in the QPS and Specifications, this warranty shall apply to
Products, which are first claimed to be defective within one year after their
date of delivery to Purchaser.
SELLER MAKES NO OTHER WARRANTIES OTHER THAN THOSE SET FORTH HEREIN (INCLUDING,
WITHOUT LIMITATION, THE QPS AND SPECIFICATIONS) AND THESE WARRANTIES ARE IN LIEU
OF ALL OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Seller's obligation under this warranty is expressly limited to
replacement of Products involved, or if Seller is unable to replace such
Products, to refund the then current market sales price for the Products
involved. The alternative remedies granted herein shall be Purchaser's, and
anyone claiming under or through Purchaser, exclusive remedies. Seller will not
be liable in any case for any loss of use, revenue, or profit, or any
consequential damages arising out of, in connection with, or resulting from, the
Products or any defects therein, even if Seller has been advised of the
possibility of such potential damages.
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10. INSPECTION. All Products shall be subject to inspection and test as
provided for in the QPS and Specifications. If any of the Products are not in
conformity with the Specifications, Purchaser in addition to any other rights it
may have, may (a) reject the Products and return them, (b) re-inspect the
Products at Seller's expense or (c) waive the defects and equitably reduce the
price. If Purchaser does not inspect the Products or give notice of their
rejection within sixty (60) days after their receipt, such Products shall be
considered accepted. Purchaser's failure to inspect or reject any products shall
not relieve Seller from its obligations under this Agreement.
11. COMPLIANCE WITH THE LAWS. Seller agrees to comply with the
applicable provisions of any federal, state or local law or ordinance and all
lawful orders, rules, and regulations issued thereunder and any provisions,
representations or agreements, or contractual clauses required thereby to be
included or incorporated by reference or operation of law in the contract which
results from acceptance of any order and dealing with the Equal Opportunity
(Executive Order 11245 as amended by Executive Orders 11375 and 12086),
Employment of Veterans (Executive Order 11701), Employment of Handicapped
(Executive Order 11758 as amended by Executive Order 11867), Employment
Discrimination Because of Age (Executive Order 11141), Utilizations of
Disadvantaged Business Enterprises (Executive Order 11625 and Public Law
95.507). Seller certifies that with respect to orders which exceed $10,000 it is
in compliance with the requirement for non-segregated facilities set forth in 41
0CFR Chapter 60-18.
12. CHANGE OF CONTROL: TRANSFER OF SELLER. In the event there is a
Change of Control of Seller or ADLT proposes to sell, transfer or otherwise
dispose (a "Transfer") of Seller to any third party (whether as an asset or
stock transfer, or singly or as a part of a larger transaction, or otherwise),
Purchaser will have the sole right to continue or terminate this Agreement.
Purchaser may exercise this right to terminate in whole only and not in part, by
written notice to Seller and ADLT within sixty (60) days after being notified of
the circumstances of the Change of Control or Transfer of Seller and the terms
and conditions thereof. Purchaser's failure to provide notice of termination
within such sixty (60) days shall be deemed to be Purchaser's election to
continue this Agreement in accordance with its terms.
13. RIGHT OF FIRST REFUSAL. (a) In the event that ADLT receives and
proposes to accept a bona fide offer (an "Offer") from any third party lighting
products competitor of Purchaser (an "Offeror") for the purchase of all or
substantially all of Seller (whether as an asset, stock transfer, or otherwise)
then, in addition to the rights specified in Section 12:
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(1) ADLT will deliver a written notice of the Offer to Purchaser
specifying the identity of the Offeror, the proposed price and other
relevant terms and conditions of the Offer, a copy of which will be
included with the notice.
(2) Purchaser will have the right, for a period of ninety (90) days
following receipt of the notice referred to above (subject to any
extension necessary to comply with any applicable regulatory
requirement), to purchase Seller from ADLT at the price and on the
other relevant terms and conditions contained in the Offer. Such right
may be exercised by Purchaser by delivering written notice during such
ninety (90) day period to ADLT of its election to make such a
purchase. Notwithstanding the foregoing, if the Offer is not for cash,
Purchaser will have the right to make such purchase for equivalent
cash consideration as determined by an investment banking firm of
national reputation chosen by mutual agreement of Purchaser and ADLT,
which right Purchaser may exercise by delivering a written notice
during the thirty (30) day period following receipt of such investment
banking firm's determination.
(3) ADLT shall, within thirty (30) days after receipt from Purchaser
of its election to purchase, sell Seller to Purchaser at the price and
on the terms and conditions set forth in subsection (2) above.
(b) If Purchaser does not exercise its right to purchase pursuant to
subsection (a) above, ADLT may sell such business to the Offeror, but only on
the terms and conditions and at the price set forth in the Offer, PROVIDED,
HOWEVER, that any such transaction shall be subject to the continuing rights of
Seller pursuant to Section 12. If a sale or other transfer to the Offeror is not
completed within 120 days following the end of the ninety (90) day period
referred to in subsection (a)(2) above, ADLT may not sell or otherwise transfer
Seller without again complying with the provisions of this Section 13.
(c) Purchaser's rights under this Section 13 shall terminate upon
termination of this Agreement for any reason.
14. GENERAL.
(a) The failure of each party to enforce at any time, or for any period
of time, any of the provisions of this Agreement shall not be construed as a
waiver of such provision or of the right of the party thereafter to enforce each
and every such provision. Any waiver must be in writing, signed by the party to
be bound thereby. Any waiver of any term or condition of this Agreement shall
not be construed to be a waiver of any other term or condition or a waiver of
the same term and condition subsequently to be kept and performed.
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(b) Neither this Agreement nor any rights or obligations hereunder may
be assigned, subcontracted or otherwise transferred by either party without the
prior written consent of other; PROVIDED, HOWEVER, that Purchaser may assign its
rights and obligations to an entity acquiring the metal halide lamp
manufacturing business of Purchaser, without prior written consent of Seller, if
the proposed assignee accepts in writing the provisions of this Agreement and
becomes, in all respects, bound thereby in the place and stead of Purchaser.
(c) Except with regard to the provisions of the Consignment Agreement
and the License Agreement, this Agreement embodies the entire agreement of the
parties with respect to the subject matter hereof and supersedes and cancels any
and all prior understandings and/or agreements.
(d) This Agreement may not be modified except in writing signed by an
authorized representative of each party hereto.
(e) The headings of the various Articles of this Agreement are inserted
only for the convenience of the parties in locating a particular provision and
shall not limit or be utilized in construing the meaning of any Article.
(f) The law of the State of Ohio shall govern the interpretation and
application of this Agreement without regard to its conflicts of law provisions.
(g) All notice under this Agreement shall be in writing and directed to
the parties hereto at the address below:
For Purchaser:
GE Lighting
Xxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Global Sourcing Mgr.
For Seller:
APL Engineered Materials, Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxxxx, President
or at such other address which the parties may hereafter specify by written
notice.
(h) Sections 8 and 9 shall survive any termination of this Agreement.
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15. ENTIRE AGREEMENT. This Agreement, the Consignment Agreement, the License
Agreement and the Exhibits attached hereto and thereto contain the entire and
only agreement between the parties with regarding to the subject matter hereof,
there being merged herein all prior and collateral representations, promises and
conditions in connection with said matter and any representation, promise or
condition not, incorporated herein or made a part hereof shall not be binding
upon either party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives.
GENERAL ELECTRIC COMPANY APL ENGINEERED MATERIALS, INC.
GE Lighting
By: /s/ XXXXXX X. XXXX By: /s/ XXXXX XXXXXXXXXXXX
------------------------ -------------------------
Title: Title: PRESIDENT
------------------------ ----------------------
Date: 10/5/99 Date: OCTOBER 4,1999
------------------------ -----------------------
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------
Title:
-----------------------
Date:
-----------------------
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EXHIBIT A
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GE LOCATION MATERIAL DESCRIPTION RESOURCE NO. SPECIFICATION NO.
-------------------------------------------------------------------------------------------------------------------
Ravenna #10 Iodide 2.0mg 3725788 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #15 Iodide 1.0mg 3722685 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #16 Iodide 9.0mg 3710135 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #17 Iodide 2.0mg 3723344 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #5 Iodide 11.5 mg 1753210 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #6 Iodide 11.0mg 1755662 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #7 Iodide 10.6mg 1885477 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna BaO2 Getter 0.2 gram BaO2 3723774 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna BaO2 Getter 0.85 gram BaO2 3724128 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna Cd-Hg Amalgam 3 mol% Cd Liquid 3723980 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna Cd-Hg Amalgam 1 mol% Cd Liquid 3724003 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna Sc chips 0.5 mg 3722651 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna Sc cubes 0.25mg 9844813 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna Ba2CaWo6 8-14 Micron 3720887 33-BA-16B
-------------------------------------------------------------------------------------------------------------------
Ravenna Na-Hg 17:83 wt% 3.3 mg 2348193 00-00-000
-------------------------------------------------------------------------------------------------------------------
Ravenna Na0Hg 25:75 wt% 3.3mg 2598889 00-00-000
-------------------------------------------------------------------------------------------------------------------
Ravenna Na-Hg 10.1:89.9 wt% 5.0mg 3480035 00-00-000
-------------------------------------------------------------------------------------------------------------------
Ravenna Na-Hg 12.5:87.5 wt% 4.8mg 2655928 00-00-000
-------------------------------------------------------------------------------------------------------------------
Ravenna #8 Iodide 10.6mg 3724417 Preliminary
-------------------------------------------------------------------------------------------------------------------
Ravenna #9 Iodide 9.0mg 3724962 Preliminary
-------------------------------------------------------------------------------------------------------------------
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EXHIBIT A
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GE LOCATION MATERIAL DESCRIPTION RESOURCE # SPEC. # AMPOULING
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Zn-Hg "HTS" 50:50 wt% 8mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Na-Hg 17:83 wt% 3.3mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Na-Hg 17:83 wt% 5mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Na-Hg 20:80wt% 3.3mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Na-Hg 20:80wt% 5mg/pellet 25 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Na-Hg 25:75 wt% 3.3mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM NaI 99.999% 12.6mg/pellet 25 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Ba2CaWO6 8-14 micron
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Dy-Ho chips 50:50wt% 2.2mg + 0.2mg
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Dy-Ho chips 50:50wt% 0.6mg + 0.02mg
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Dy-Ho chips 50:50wt% 0.56mg + 0.02mg
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM Dy-Ho chips 50:50wt% 4.8mg + 0.2mg
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM HgI2 99.999% 0.9mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM HgI2 99.999% 0.97mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM HgI2 99.999% 0.6mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
TUNGSRAM HgI2 99.999% 0.1mg/pellet
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NAi-sCi3-THi4 85.9:12.3:1.8 WT% 10.6MG 1885477 100 g/vial
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER CsI 1mg 51010954 10 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER DyBr3 1.1mg 51011319 2 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER GaI3 0.5mg 51012512 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER FeI2 2.5mg 51013312 2 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER LiI 2.0mg 51014525 5 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgBr2 1.0mg 51014951 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgI2 1.0mg 51014954 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgI2 2.12mg 51014956 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgI2-HgBr2 20:80 wt% 1.0mg 51014957 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgC12 3.5mg 51014958 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgBr2 0.25mg 51014960 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Na-T1-Ga 10:62:28 wt% 1.0mg 51014965 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgI2-HgBr2 76:24 wt% 1.0mg 51014966 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgI2 0.2mg 51014970 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER HgI2 0.82mg 51014972 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
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EXHIBIT A
---------
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-ScI3-ThI4-T1I 75.1:18.5:3.9:2.5 wt% 0.2mg 51014973 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER RbI 2.0mg 51016904 5 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-ScI3 80:20 wt% 11.0mg 51017371 15 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-T1Br 66.7:33.3 st% 1.0mg 51017386 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-InI-T1Br 25.3:33.8:40.9 wt% 1.0mg 51057389 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaBr 0.55mg 51017391 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-T1Br 83:17wt% 0.6mg 51017392 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-T1Br 85.9:14.1 wt% 3.0mg 51017393 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-InI-T1Br 60:20:20 wt% 1.0mg 51017394 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI 0.87mg 51057398 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-T1Br 83:17wt% 0.93mg 51017399 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaBr-NaI 66.7:33.3wt% 0.6mg 51017400 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER NaI-T1I-DyI3-HoI3-TmI3 66.8:9.2:12:6:6 0.3mg 51057402 2 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER ThI4 0.5mg 51017747 2 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER ThI4 1.0mg 51017754 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
XXXXXXXXX X0Xx 0.25mg 51017755 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Na-T1-Ga 4:64:32 wt% 2.7mg 63990018 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Sc chips 0.2mg 63990023
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Sc chips 0.7mg 63990025
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Sc cubes 0.25mg 63990028
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Sn 0.3mg 63990701 10 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Sn 1.2mg 63990703 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER Sn-T1-In 63.6:27.3:9.2 wt% 0.84mg 63990704 1 g/vial*
-----------------------------------------------------------------------------------------------------------------------------------
LEICESTER BaO2 Getter 0.85 gram BaO2 99990080
-----------------------------------------------------------------------------------------------------------------------------------
14
EXHIBIT B
The purchase prices referred to in section 5 of the Lamp Materials
Purchase Agreement for Products shall be the prices agreed on by the parties
from time to time.
EXHIBIT C
The ampouling charge for Product from the Ravenna facility (or
successor facility) shall be $15.00 per vial applied for releases (shipments) of
less than 100 grams per vial. The ampouling charge of $15.00 per vial is
included in the per gram price for the Products marked with an asterisk from the
Tungsram and Leicester facilities (or successor facilities).
15
Exhibit D
AGREEMENT
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THIS CONSIGNMENT AGREEMENT (hereinafter "Agreement") is entered into as of this
fourth day of JANUARY, 1999, between, APL Engineered Materials, Inc.
(hereinafter "Consignor'), located at 0000 X. Xxxxxx Xxxx, Xxxxxx, XX
00000-0000, and GE Lighting, (hereinafter "Consignee"), located at Xxxx Xxxx,
0000 Xxxxx Xxxx, Xxxx Xxxx 000 X, Xxxxxxxxx, Xxxx 00000-0000.
In consideration of the mutual promises made herein, it is agreed as follows:
1. CONSIGNMENT STOCK. Consignor will maintain a consignment stock of "Halide
Pellets" (hereinafter Consignment Stock") in the warehouse of Consignee located
at GE Lighting, Ravenna Lamp Plant, 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxx
00000. Consignee may place orders upon Consignor for consignment stock either
verbally or in writing, however, if the order is placed verbally, a written
confirmation or purchase order of said order shall be provided to Consignor.
Consignee shall receive such consignment stock and furnish Consignor with a copy
of the signed packing slip for each shipment of consignment stock. The shipping
papers shall note that such shipments are for the "consignment stock". As owner
and holder of title to said consignment stock, Consignor may at any time, and at
Consignor's sole discretion, request return of any consignment stock.
2. Title. Title to the consignment stock shall be vested in Consignor until said
stock is withdrawn by any party other than Consignor from the consignment
storage area as described herein. A withdrawal shall be considered to have taken
place when any package of consignment stock is opened, at which time the entire
contents of the opened package should be physically removed from the consignment
storage area reserved for Consignor. When making withdrawals from consignment,
Consignee will endeavor to apply the first-in-first-out rule by withdrawing
consignment stock in the order that it was received from Consignor. Consignee
agrees that it will not perform any acts or make any representations which could
cause Consignee's creditors, potential creditors, customers or the general
public to believe that the stock in the consignment storage area is owned by
Consignee.
3. STORAGE. Consignee will receive the consignment stock from Consignor and,
without expense to Consignor, will (a) hold and care for the consignment stock
as the property of Consignor; (b) keep the consignment stock in a location which
is physically separate and distinct from the Consignees property or the property
of Consignee's suppliers or other consignors (referred to in this Agreement as
the "consignment storage area"), at all times maintaining identification
markings on the consignment stock indicating that said stock is the property of
Consignor; (c) post a large sign evidencing the consignment arrangement and
stating that Consignor is the owner of the property, and containing the
following information:
"This property is on consignment."
Any matter relating thereto should be directed to: Xxxxx Xxxxxxxxx
(d) keep the consignment stock in a safe, secured and protected storage area;
and (e) maintain the consignment stock in good condition and in such manner as
to be accessible for ready inspection and identification thereof by Consignor,
its employees or agents.
4. PAYMENT FOR STOCK WITHDRAWN FROM CONSIGNMENT. Consignee shall notify
Consignor on a monthly basis of consignment stock that has been withdrawn from
the consignment storage area. Consignor will invoice Consignee for any
consignment stock which has been withdrawn and Consignee shall be required to
pay the invoiced amount for such consignment stock under the terms of sale then
existing between Consignor and Consignee. Consignee shall be required to keep
records of the location of any consignment stock which has been withdrawn from
the consignment storage area and not paid for by Consignee, and shall make said
records available upon request by Consignor, its employees or agents.
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5. INVENTORY. Consignee agrees that Consignor shall be entitled to enter the
premises of Consignee at least once per year for the purpose of taking a
physical inventory of the consignment stock, which date shall be mutually agreed
upon between the parties. Consignor shall have the right to immediately invoice
Consignee for any consignment stock which is not present in the consignment
storage area when the inventory is taken, and has not already been paid for by
the Consignee, and Consignee shall be required to pay the invoiced amount under
the terms of sale then existing between Consignor and Consignee.
6. BOOKS/RECORDS. Consignee will keep correct books of account of all
consignment stock, including records of all receipts and withdrawals therefrom.
All such books and records and other documents pertaining thereto shall be open
to inspection by Consignor or its agents at any time during normal business
hours. Consignor will also maintain an accounting of consignment stock received
and withdrawn by Consignee. Such accounting will be based on shipments and
monthly inventory reports.
7. TAXES. Consignor shall be liable for all personal property or similar taxes
levied by any governmental agency. Consignee shall not include any consignment
stock owned by Consignor and maintained on Consignee's premises in Consignee's
inventory for the payment of personal property taxes. Consignee will notify
Consignor of the amount of consignment stock owned by Consignor and not
withdrawn by Consignee which is subject to personal property or similar taxes
levied by any governmental agency and Consignor will pay all such taxes directly
to the appropriate taxing agency. If Consignee includes consignment stock owned
by Consignor in Consignee's inventory for personal property tax purposes,
Consignee shall not seek reimbursement from Consignor for such payments, nor
shall Consignee offset any such payments made against any amounts due Consignor
for consignment stock.
8. LOSS/DAMAGE. Consignee shall be required to obtain and keep in force, at its
expense, insurance to cover damage to the consignment stock from theft, fire or
acts of God, with Consignor being the named beneficiary of said insurance. At
Consignor's request, Consignee shall immediately furnish proof of such
insurance. Any damage to the consignment stock while it is in Consignee's
possession up to, until and after title passes to Consignee, shall be the
responsibility of Consignee.
9. DEFAULT. In the event of default by Consignee under this Agreement, or in the
event of termination of this Agreement, Consignor or its agents shall have the
right to enter into any place where the consignment stock is located and take
possession of and remove all or part of the stock.
10. DELAYS. Consignor shall not be held responsible for delays in shipment of
orders received hereunder.
11. TERM. This Agreement shall continue in force for five (5) years or until it
is terminated. This Agreement may be terminated by either party upon giving
sixty (60) days notice in writing addressed to the other party and posted by
registered mail, provided, however, that Consignor reserves the right and option
to declare the immediate termination of the Agreement if Consignee at any time
is in default under this Agreement or, in the opinion of Consignor, has become
insolvent or is in imminent danger of becoming insolvent. If this Agreement is
terminated by Consignee, Consignee will pay costs of removal of the consignment
stock to the point from which it was shipped or any other reasonable location
specified by Consignor.
If this Agreement is terminated by Consignor, Consignor will pay costs of
removal of consignment stock from Consignee's premises. provided, however, that
Consignee will pay such costs if Consignors termination is due to any default by
Consignee under this Agreement.
Regardless of which party terminates this Agreement, Consignor shall immediately
invoice Consignee for all consignment stock withdrawn by Consignee prior to the
date of termination of this Agreement, and all such invoices and any outstanding
invoices for consignment stock shall become immediately due and payable.
12. RETURNS AND CANCELLATION. No returns of the consignment stock will be
accepted by Consignor without the prior approval of Consignor. Any orders placed
by Consignee for the consignment stock will not be subject to cancellations.
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Any goods to be shipped back to Consignor under the terms of this Agreement must
be returned to the point from which it was shipped or any other reasonable
location specified by Consignor, and shall be shipped FOB delivered destination.
If under the terms of this Agreement, consignment stock is to be shipped back to
Consignor, and said shipment is not made when required, Consignor shall have the
right to enter the Consignment storage area and take possession of and remove
any or all of the consignment stock. Removal of the consignment stock by
Consignor shall not be deemed a waiver of any other right Consignor may have
under this Agreement, and Consignor shall be entitled to reimbursement from
Consignee for any costs incurred by Consignor to remove said consignment stock
which Consignor would not otherwise be required to assume under this Agreement,
including reasonable attorney's fees and court costs.
13. PRICES. All prices and terms of sale for the consignment stock shall be
separately agreed to by the parties to this Agreement.
14. FINANCING STATEMENTS. Consignee will execute such financing statements and
other assurances and documents as Consignor shall reasonably deem appropriate to
protect its ownership of consignment stock against claims of creditors and other
persons or entities not a party to this Agreement.
15. NOTICE. All reports or notices to be furnished to Consignor under this
Agreement shall be mailed or otherwise delivered to:
APL Engineered Materials, Inc.
0000 X. Xxxxxx Xxxx
Xxxxxx, XX 00000-0000
Attn: Xxx Xxxxxxxxxxxx
or to such other address as Consignor notifies Consignee in writing. Notices to
Consignee must be mailed or otherwise delivered to:
GE Lighting
Ravenna Lamp Plant
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxx 00000
Attn: Xxxxx Xxxxxxxxx
All payments to be made by Consignee to Consignor pursuant to this Agreement
shall be made by Consignee to the location specified on Consignor's invoice for
the payments in question.
16. BENEFIT. This Agreement is personal to the parties and no rights pertaining
thereto are assignable by Consignee, in whole or in part, unless by written
consent of Consignor.
17. AMENDMENT. This Agreement sets forth the entire understanding and agreement
between the parties with reference to the subject matter hereof and may not be
altered, amended or modified except in writing signed by both parties hereto.
{intentionally left blank}
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18. GOVERNING LAW. This Agreement shall be construed in accordance with, and
governed by, the internal laws of the State of Ohio without giving effect to the
conflict of law provisions.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the day and year first above written.
CONSIGNEE: GE LIGHTING
By:
-------------------------
Xxxxx X. Xxxxxx
Title: Global Sourcing Manager - Metals
CONSIGNOR:
By
-------------------------
Title
-----------------------
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(GE logo) GE Lighting
----------------------------------------------------------
North American Production Department
Plant
General Electric Company
( ) -
Date:
-----------------------
Subject: PURCHASES OF
REFERENCE P.O.
Transaction for Month of ______________, 199_
1. Material invoiced from last transaction month. ______________ lbs.
(Reported on Line #6 of letter dated __________.)
2. Last period's ending perpetual inventory. ______________ lbs.
(Reported on Line #5 of letter dated __________.)
3. Receipts during current transaction month. ______________ lbs.
(Material received on __________.)
4. Total perpetual inventory. (Line #2 + Line #3) ______________ lbs.
5. Ending balance, inventoried on ____________. ______________ lbs.
6. Actual consumption during transaction month ________ ______________ lbs.
(Invoice this quantity; Line #4 - Line #5.)
If you have any questions regarding the above items, feel free to call.
Sincerely,
