[CONFIDENTIAL TREATMENT REQUESTED]
**Confidential portions of this Exhibit have been omitted pursuant to the Rules
and Regulations of the Securities and Exchange Commission. The symbol "[+++++]"
has been used to identify information which is the subject of a Confidential
Treatment Request.
TIOXIDE EUROPE LIMITED
And
IMPERIAL CHEMICAL INDUSTRIES plc
trading as ICI Paints
PURCHASE AGREEMENT
Page 1 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
AGREEMENT
This Agreement is dated day of 2001 and is between:
1. Imperial Chemical Industries plc trading as ICI Paints whose registered
office is at 0 Xxxxxxxx, Xxxxxx XX0X 0XX (hereafter referred to as "ICI");
and
2. Tioxide Europe Ltd whose registered office is Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx, XX00 0XX (hereafter referred to as "Huntsman Tioxide")
The purpose of this agreement (the "Agreement") is to set-out the terms on
which the ICI Paints Users in the specified Territories will purchase
titanium dioxide from Huntsman Tioxide and Huntsman Tioxide will supply
titanium dioxide to the ICI Paints Users and is entered into in recognition
of the economies and benefits that derive from ICI's position as Huntsman
Tioxide's largest customer.
This agreement supersedes and replaces the agreement between the parties
dated 3rd July 1997, and all subsequent amendments and additions thereto.
DEFINITIONS AND INTERPRETATION
------------------------------
In this Agreement the following words shall have the following meanings:
"ICI Paints User/s" means any company in which ICI has a shareholding of
more than 50% involved in the manufacture of surface
coatings in any of the Territories
"Territory/ies" means the countries set out in Schedule 1 hereto or
any of them
"TiO2" means rutile Titanium Dioxide in accordance with the
grades and specifications set out in Appendix 1
"Contract Year" means a period of 12 consecutive months beginning on
1st January in any year
"Quarter" means a period of 3 consecutive calendar months
starting on the 1st January, the 1st April, the 1st
July or the 1st October of any year
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[CONFIDENTIAL TREATMENT REQUESTED]
"Region" means the areas of the world set out below containing
the Territories listed:
North America:
containing United States of America, Canada, Puerto
Rico and Mexico
Europe:
containing United Kingdom, Ireland, France, Germany,
Spain, Italy and Holland
Asia:
containing India, Pakistan, Sri Lanka, Malaysia,
Singapore, Thailand, Vietnam, Indonesia and The
Peoples Republic of China
and any reference to North America, Asia or Europe
shall mean the Territories so listed and no others.
"[+++++++]"** [+++++]
"On Time and In Full" means delivery within the agreed lead-time and in the
full and accurate quantity ordered
"[+++++++] [+++++]
[+++++++]" [+++++].
Headings to clauses in this Agreement are for the purpose of information and
identification only and shall not be construed as forming part of this
Agreement.
Page 3 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
1. TERRITORIES
-----------
1.1 A list of the countries governed by this Agreement is attached as
Schedule 1.
Where during the term of this Agreement a new business for the
manufacture of surface coatings is established or acquired by ICI in
which it holds more than a 50% interest:
1.1.1 if such new business is located in one of the Territories sales
of TiO2 made to such business shall be subject to this
Agreement;
1.1.2 if such new business is not located in any of the Territories,
sales of TiO2 made to such business shall not be subject to
this Agreement unless otherwise agreed in writing such
agreement not to be unreasonably withheld.
2. TERM
----
Subject to Clause 17, this Agreement shall commence on 1st day of July 2001
and shall continue until terminated by either party giving the other at
least 12 months notice in writing such notice to expire on the 30th June or
31st December of any Contract Year. Notwithstanding the foregoing but
subject to Clause 17 notice may not be given to expire before 31st December
2003.
3. VOLUME
------
3.1 During the period from 1st July 2001 to 31st December 2002 Huntsman
Tioxide shall make available for supply to ICI and ICI shall use
reasonable endeavours to buy [+++++] metric tonnes of TiO2 from
Huntsman Tioxide.
Offtake of volumes shall be as set out below although the Parties
agree that at ICI's request a variance of [+++++] shall be permissible
within these Regional numbers subject to the forecasting mechanism set
out in Clause 5.
KTE Sulphate Chloride Total
--- -------- -------- -----
North America [+++++] [+++++] [+++++]
Europe [+++++] [+++++] [+++++]
Asia [+++++] [+++++] [+++++]
Total [+++++] [+++++] [+++++]
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[CONFIDENTIAL TREATMENT REQUESTED]
3.2 During the period from 1st January 2003 to 31st December 2003 Huntsman
Tioxide shall make available for supply to ICI and ICI shall use its
reasonable endeavours to buy [+++++] metric tonnes of TiO2 from
Huntsman Tioxide.
Offtake of volumes shall be as set out below although the Parties
agree that a variance of [+++++] shall be permissible within these
Regional numbers subject to the forecasting mechanism set out in
Clause 5.
KTE Sulphate Chloride Total
--- -------- -------- -----
North America [+++++] [+++++] [+++++]
Europe [+++++] [+++++] [+++++]
Asia [+++++] [+++++] [+++++]
Total [+++++] [+++++] [+++++]
3.3 From [+++++] it is intended that all volumes purchased in Asia under
this Contract shall be [+++++] metric tonnes of TiO2 as set out in
Appendix 1.
3.4 From [+++++] and thereafter Huntsman Tioxide shall make available for
supply to ICI and ICI shall use its reasonable endeavours to buy
[+++++] per annum of TiO2 from Huntsman Tioxide save that, at ICI's
choice, the said volume may be increased by up to [+++++] per Contract
Year from the volume purchased in the preceding Contract Year.
4. COMMITMENT TO SUPPLY
--------------------
4.1 Malaysia and Canada
Huntsman Tioxide shall supply [+++++] ICI Paints Users in Malaysia and
Canada provided these requirements are forecast according to the
mechanism stipulated in Clause 5.
4.2 Latin America, Taiwan & Poland
It is agreed between the Parties that the terms of this Agreement will
not cover supply to all territories in the latin America region or to
the territories of Taiwan and Poland. Should either Party wish to
commence supply/receipt of TiO2 within these territories then the
Parties shall meet to discuss such supply in good faith and the terms
including rebates under which it may be made.
Page 5 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
5. FORECASTING
-----------
5.1 One month before the end of each Quarter ICI will provide to Huntsman
Tioxide a demand forecast for the following four Quarters. This forecast
shall detail the quantities and grades of Huntsman Tioxide TiO2 expected
to be required by each ICI Paints User in each Territory by Quarter for
the period.
5.2 The grades and volumes indicated in these demand forecasts must be
consistent with the grades, volumes and growth in volume set out in
Clause 3.
5.3 Provided that the forecast for total demand under the terms hereof is no
more than [+++++] of the global quantity supplied or the final agreed
forecast whichever is the lower for the corresponding Quarter of the
preceding year, the forecast in any Region may be up to [+++++] of the
quantity supplied or the final agreed forecast which ever is the lower
in the corresponding Quarter of the preceding year.
5.4 ICI undertakes that a forecast in respect of any Quarter shall not be
varied in respect of each Region in subsequent forecasts relating to the
same Quarter by more than [+++++], or by more than [+++++] in
consecutive forecasts.
5.5 Subject to clause 5.2, 5.3 and 5.4 Huntsman Tioxide undertakes to supply
in each Quarter the volumes indicated in the most recent agreed forecast
for that Quarter. ICI undertakes to use all reasonable endeavours to
purchase from Huntsman Tioxide in each Quarter the volumes indicated in
the most recent agreed forecast for that Quarter.
6. PRICE
-----
6.1 [+++++].
6.2 Huntsman Tioxide shall maintain a file confirming the basis upon which
the prices set out in Clause 6.1 have been calculated. This file shall
contain documented evidence of all prices and price changes, necessary
to make the price calculations referred to in Clause 6.1 and also
including retro-active credits or other price adjustments where
applicable. ICI Paints shall be entitled to have this file inspected by
an independent auditor appointed by ICI in order to confirm the
veracity of the price calculations. In the event that the independent
auditor appointed by ICI confirms the veracity of the price
calculations then ICI shall pay the costs of the independent auditor.
In the event that the independent auditor finds that the price
calculations are in error then a correcting payment shall be
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[CONFIDENTIAL TREATMENT REQUESTED]
made immediately by the party benefiting from the error to the other
party and Huntsman Tioxide shall pay the costs of the independent
auditor.
The independent auditor shall keep confidential any information
submitted to him by Huntsman Tioxide and shall not disclose such
information to ICI or to any other party.
6.3 Huntsman Tioxide's usual small delivery surcharges applying to its
other customers in a Territory shall also apply to ICI Paints Users in
that Territory.
6.4 For the avoidance of doubt the volume of any TiO2 supplied in slurry
form pursuant to this Agreement shall, for the purpose of price and
rebate calculations, be calculated by reference to the dry weight of
such TiO2.
7. PAYMENT
-------
7.1 A schedule of agreed payment terms is attached as Schedule II. These
terms may only be varied by written agreement between the parties.
7.2 ICI shall ensure that payment is received by Huntsman Tioxide on or
before the relevant due date specified by Schedule II.
7.3 Huntsman Tioxide reserve the right to charge the relevant ICI Paints
User interest in respect of the late payment of any sums due under this
Agreement (as well after as before judgement) at the rate of 2% above
LIBOR with respect to sales in Europe; at 2% above the US base lending
rate with respect to sales in North America; and at 2% above the
Malaysian base lending rate with respect to sales to Asia from the due
date therefor until payment.
7.4 All prices are exclusive of any applicable value added or any other
sales tax, for which ICI shall be additionally liable.
8. [+++++]
8.1 [+++++].
8.2 [+++++].
8.3 [+++++].
8.4 [+++++]
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[CONFIDENTIAL TREATMENT REQUESTED]
8.5
[+++++] [+++++]
[+++++] [+++++]
[+++++] [+++++]
[+++++] [+++++]
[+++++] [+++++]
[+++++] [+++++]
[+++++] [+++++]
8.5 [+++++].
9. VALUE CREATION
--------------
9.1 The parties jointly commit to the principle of implementing a programme
of vendor managed inventory (VMI) in all Territories where it is
practicable and cost effective for both parties to do so. Joint project
teams will be set up in each Region to evaluate the possibilities and
plan and implement the programme.
9.2 In each Region, the Huntsman Tioxide regional coatings technical service
and product development teams and ICI Paints Users will maintain regular
contact with each other in that Region.
9.3 Huntsman Tioxide's central research and Technology surface coatings
team and their designated opposite numbers in ICI will also maintain
regular contact.
9.4 Through these contacts, ICI's technical requirements will be taken into
account by Huntsman Tioxide in setting up its global and local research
programmes.
9.5 A formal technical review of matters arising from these contacts, and
appropriate actions, will be arranged between the parties at least once
a year.
9.6 Huntsman Tioxide will give ICI the first customer appraisal prior to
disclosure to any other party of any relevant new developments it makes
relating to TiO2 in surface coatings provided that such development has
not been initiated by another of Huntsman Tioxide's customers. Upon
Huntsman Tioxide presenting ICI with information concerning a new
development in reasonably sufficient detail for ICI to make a reasonable
and meaningful assessment of the new development, ICI will report back
to Huntsman Tioxide within 90 days of receiving such information from
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[CONFIDENTIAL TREATMENT REQUESTED]
Huntsman Tioxide on its views on such developments and pending such
report Huntsman Tioxide will not disclose such development to any other
party. The parties may extend such period by agreement.
9.7 When a new product is developed by Huntsman Tioxide for the surface
coatings market, with material technical co-operation from ICI, then ICI
shall enjoy an exclusive lead time from the date when its surface
coating containing the new product is brought to market - the length of
lead time to be agreed on a case by case basis. During that lead time
Huntsman Tioxide will not supply or sample such new product to any other
party. Such new product shall be added to the list of grades and
specifications appearing at Appendix 1.
9.8 There may occasionally be a need for local funding by Huntsman Tioxide
of technical costs incurred by ICI Paints Users eg in reformulation to a
Huntsman Tioxide grade. Such funding will be a matter of a local
negotiation between the ICI Paints User and Huntsman Tioxide.
10. CHANGE IN CIRCUMSTANCES
-----------------------
The parties will consult with one another in the event of any significant
change in circumstances in their business affecting this Agreement.
11. SERVICE AND DELIVERY
--------------------
11.1 Huntsman Tioxide shall use its best endeavours to supply all accepted
orders "On Time and In Full".
11.2 Delivery of TiO2 shall occur and title to and risk of loss of or
damage to TiO2 supplied hereunder shall occur at the delivery points
set out in Appendix 2, subject to any variation by separate VMI
agreement.
12. GRADE AVAILABILITY
------------------
Huntsman Tioxide's TiO2 is manufactured to globally consistent
specifications as set out in Appendix 1, but not all grades are made or
available in all Regions. The parties shall agree from time to time which
grades shall be offered to ICI Paints Users in each Region.
13. CONFIDENTIALITY
---------------
13.1 Each of the parties hereby undertakes to the other to:
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[CONFIDENTIAL TREATMENT REQUESTED]
13.1.1 keep confidential all information (written or oral) concerning
the business and affairs of the other that it shall have
obtained or received as a result of the discussions leading up
to or the entering into or performance of this Agreement (`the
Information')
13.1.2 not without the other's written consent disclose the
Information in whole or in part to any other person save those
of its employees or agents involved in the performance of this
Agreement and who have a need to know the same;
13.1.3 use the Information solely in connection with the performance
of this Agreement and not for its own benefit or the benefit of
any third party.
13.2 The provisions of clause 13.1 above shall not apply to the whole or
any part of the Information to the extent that it is;
13.2.1 trivial or obvious
13.2.2 already in the other's possession on the date of its
disclosure; or
13.2.3 in the public domain other than as a result of a breach of
this clause.
13.3 Each of the parties hereby undertakes to the other to make all
relevant employees and agents aware of the confidentiality of the
Information and the provisions of this clause 13 without limitation to
the foregoing to take all such steps as shall from time to time be
necessary to ensure compliance by its employees and agents with the
provisions of this clause 13
13.4 The terms of this Clause 13 shall remain effective for the duration
of this Agreement and for a further period of two years following
termination of this Agreement.
14. FORCE MAJEURE
-------------
14.1 Neither party shall be liable to the other or be deemed to be in
breach of this Agreement or results by reason of any delay in
performing, or any failure to perform, any of its obligations under
this Agreement, if the delay or failure was due to any cause beyond
its reasonable control or results from the disposal of, or cessation
or suspension in the operation of, any facility where it is producing
any or using any quantity of TiO2 deliverable hereunder (a "Force
Majeure Event"). Without prejudice to
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[CONFIDENTIAL TREATMENT REQUESTED]
the generality of the foregoing the following shall be regarded
without limitation as causes beyond a party's reasonable control:
14.1.1 Act of God, explosion, flood, tempest, fire or accident;
14.1.2 war or threat of war, sabotage, insurrection, civil
disturbance or requisition;
14.1.3 acts, restrictions, regulations, bye-laws, prohibitions or
measures of any kind on the part of any Governmental or Local
Authority;
14.1.4 import or export regulations or embargoes;
14.1.5 strikes lock-outs or other industrial actions or trade
disputes whether involving employees of third parties or of the
parties to this Agreement provided that in the latter case the
party affected shall demonstrate to the reasonable satisfaction
of the unaffected party that the circumstance in question
giving rise to a claim of Force Majeure is a bona fide dispute.
For the avoidance of doubt a refusal to accede to the demands
of its employees shall not be interpreted as something that is
within the control of the affected party;
14.1.6 difficulties in obtaining raw materials, fuel, parts or
machinery;
14.1.7 power failure or breakdown in machinery.
If either party is unable to perform its duties and obligations
under this Agreement as a result of a Force Majeure Event such
party shall give written notice to the other of such inability
stating the cause in question and the date on which such cause
commenced. The operation of this Agreement relating to the
Force Majeure Event shall be suspended during the period (and
only during the period) in which the cause continues to have
effect. Forthwith upon the cause ceasing to have effect the
party relying upon it shall give written notice thereof to the
other.
14.2 In the event that a Force Majeure Event results in a shortage of TiO2
Huntsman Tioxide will treat ICI equitably in apportioning available
product among its customers to whom it has a contractual commitment to
supply.
14.3 In the event that ICI is forced to purchase TiO2 from alternative
suppliers as a result of Huntsman Tioxide's notifying a Force Majeure
Event then the volumes of TiO2 purchased by ICI from any such
alternative suppliers in substitution for the TiO2 that Huntsman
Tioxide was committed to supply but was unable to supply during the
period of the Force Majeure
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[CONFIDENTIAL TREATMENT REQUESTED]
Event shall be included in the calculation of the appropriate rebate
level to be paid under Clause 8 but no discount or rebate shall be
paid upon these volumes themselves.
14.4 If a Force Majeure Event occurs such that Huntsman Tioxide is
prevented from delivering or supplying in accordance with this
Agreement, Huntsman Tioxide shall use its reasonable endeavours but
shall not be obliged to make up any shortfall of TiO2 not supplied on
account of such Force Majeure Event.
15. APPLICABLE LAW
--------------
This Agreement shall be governed by and construed in accordance with
English law and the parties irrevocably submit to the non-exclusive
jurisdiction of the High Court of Justice in London for all purposes
connected with it.
16. LIABILITY AND WARRANTY
----------------------
16.1 All TiO2 sold by Huntsman Tioxide to ICI pursuant to this Agreement
shall conform in all respects to its specification at the time of
delivery. Huntsman Tioxide makes no other representation or warranty
of any kind, express or implied, as to reasonable quality,
merchantability or fitness for purpose or any other matter with
respect to TiO2 sold pursuant to this Agreement.
16.2 Any claim by ICI which is based on the failure of TiO2 delivered
under this Agreement to correspond with its specification shall
(whether or not delivery is refused by ICI) be notified to Huntsman
Tioxide within 90 days from the date of usage. If delivery is not
refused, and ICI does not notify Huntsman Tioxide in accordance with
this Clause 16.2, ICI shall not be entitled to reject the goods and
Huntsman Tioxide shall have no liability, and ICI shall be bound to
pay the price as if the goods had been delivered in accordance with
this Agreement.
16.3 Other than as expressly set out in Clauses 16.1 and 16.2 above and
except in respect of death or personal injury caused by Huntsman
Tioxide's negligence, Huntsman Tioxide shall not be liable to ICI by
reason of any representation (unless fraudulent), or any implied
warranty, condition or other term, or any duty at common law for any
costs, expenses or other claims for compensation whatsoever (whether
caused by negligence of Huntsman Tioxide, its employees or agents or
otherwise) which arise out of or in connection with the supply of TiO2
or their use or resale by ICI, and the entire liability of Huntsman
Tioxide under or in connection with this Agreement shall not exceed
[+++++] for each incident giving rise to a
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[CONFIDENTIAL TREATMENT REQUESTED]
claim and shall in any event not exceed [+++++] aggregate in respect of
incidents occurring in any Contract Year.
16.4 Each party acknowledges that, in entering into this Agreement, it
does not do so on the basis of or rely on any representation, warranty
or other provision except as expressly provided in this Agreement, and
accordingly all conditions, warranties or other terms implied by
Statute or Common Law are hereby excluded to the fullest extent
permitted by law.
17. TERMINATION
--- -----------
17.1 This Agreement may be terminated;
17.1.1 forthwith by either party if the other commits any material
breach of any term of this and which (in the case of a breach
capable of being remedied) shall not have been remedied within
28 days of a written request to remedy the same; and
17.1.2 forthwith by either party if the other shall convene a meeting
of its creditors or if a proposal shall be made for a voluntary
arrangement within Part I of the Insolvency Xxx 0000 or a
proposal for any other composition scheme or arrangement with
(or assignment for the benefit of) its creditors or if the
other shall be unable to pay its debts within the meaning of
section 123 of the Insolvency Xxx 0000 or if a trustee receiver
administrative receiver or similar officer is appointed in
respect of all or any part of the business or assets of the
other party or if a petition is presented or a meeting is
convened for the purpose of considering a resolution or other
steps are taken for the winding up of the other party or for
the making of an administration order (otherwise than for the
purpose of an amalgamation or reconstruction).
18. ASSIGNMENT
----------
18.1 Neither party shall be entitled to assign this Agreement nor all or
any of their rights and obligations hereunder without the prior
written consent of the other.
18.2 Huntsman Tioxide shall be entitled to perform any of the obligations
undertaken by it and to exercise any of the rights granted to it under
this Agreement through any other company which at the relevant time is
its holding company or subsidiary (as defined by Section 736 of the
Companies Xxx 0000, as amended) or the subsidiary of any such holding
company.
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[CONFIDENTIAL TREATMENT REQUESTED]
19. NOTICES
------------
19.1 Any notice to be given under this Agreement shall be either
delivered personally or sent by first class recorded delivery post
(airmail if overseas) or by fax. The address for service of each
party is its registered office or any other address for service
previously notified to the other party. A notice is deemed to have
been served as follows:
19.1.1 if personally delivered, at the time of delivery;
19.1.2 if posted, at the expiration of 48 hours or (in the case of
airmail) 7 days after the envelope containing it is
delivered into the custody of the postal authorities.
19.1.3 if sent by fax at the time it is despatched.
19.2 In proving service it is sufficient to prove that personal delivery
was made, or that the envelope containing the notice was properly
addressed and delivered into the custody office of the postal
authority as a prepaid first class recorded delivery or airmail
letter (as appropriate) or in the case of fax by production of a
transmission report confirming uninterrupted transmission.
20. INVALIDITY
---------------
If any provision of this Agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable the invalidity or unenforceability of such provision of this
Agreement and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The parties
hereby agree to attempt to substitute for any invalid or unenforceable
provision a valid or enforceable provision which achieves to the greatest
extent possible the economic legal and commercial objectives of the invalid
or unenforceable provision.
21. WAIVER
-----------
The waiver by either party of a breach or default of any of the provisions
of this Agreement by the other party shall not be construed as a waiver of
any succeeding breach of the same or other provisions nor shall any delay
or omission on the part of either party to exercise or avail itself of any
right power or privilege that it has or may have hereunder operate as a
waiver of any breach or default by the other party.
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[CONFIDENTIAL TREATMENT REQUESTED]
22. ENTIRE AGREEMENT
---------------------
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, supersedes all previous Agreements
and understandings between the parties with respect thereto, and may not be
modified except by an instrument in writing signed by the duly authorised
representative of the parties.
23. COUNTERPARTS
-----------------
This Agreement may be executed in more than one counterpart and shall come into
force once each party has executed such a counterpart in identical form and
exchanged the same with the other party.
Signed for and on behalf of
TIOXIDE EUROPE LIMITED .....................................
Name in Full ............/s/ Xxxxxxx X. X. Xxxxxx.............................
Position: ...............President & CEO......................................
In the presence of
Witness ................../s/ Xxxxxxxxx Xxxx..................................
Signed for and on behalf of
IMPERIAL CHEMICAL INDUSTRIES plc
trading as ICI Paints.........................................................
Name in Full ................../s/ Xxxxxx Xxxxxx..............................
Position: .....................S.V.P. Procurement and Logistics...............
In the presence of
Witness ......................./s/ D.R. Pale....../s/ X.X. Xxxxxxx............
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[CONFIDENTIAL TREATMENT REQUESTED]
SCHEDULE I
----------
LIST XX XXXXXXXXXXX
-------------------
Xxxxxx Xxxxxxx (XX)
Xxxxxxx
Germany
France
Spain
Italy
Holland
United States of America (USA)
Canada
Puerto Rico
Mexico
Malaysia
Singapore
Thailand
Indonesia
Peoples Republic of China
Vietnam
Pakistan
India
Sri Lanka
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[CONFIDENTIAL TREATMENT REQUESTED]
SCHEDULE II
AGREED PAYMENT TERMS
Territory Term
--------------------------------------------------------------------------------
United Kingdom 20th of the month following month of invoice
--------------------------------------------------------------------------------
Ireland 20th of the month following month of invoice
--------------------------------------------------------------------------------
Germany 30 days net 2% discount for payment within
14 days
--------------------------------------------------------------------------------
Holland 60 days from date of invoice
--------------------------------------------------------------------------------
France 30 days from end of month of invoice 1%
discount for payment on 10th of following
month
--------------------------------------------------------------------------------
Italy 60 days from month end
--------------------------------------------------------------------------------
Spain 90 days net
--------------------------------------------------------------------------------
USA 60 days net 1% discount for payment within
30 days
--------------------------------------------------------------------------------
Canada 60 days net 1% discount for payment within
30 days
--------------------------------------------------------------------------------
Puerto Rico 60 days net - 1% discount for payment within
30 days
--------------------------------------------------------------------------------
Malaysia 60 days from month end
--------------------------------------------------------------------------------
Singapore 60 days from month end
--------------------------------------------------------------------------------
Thailand 90 days from date of xxxx of lading
--------------------------------------------------------------------------------
Peoples Republic of China 90 days from date of xxxx of lading
--------------------------------------------------------------------------------
Vietnam 90 days from date of xxxx of lading
--------------------------------------------------------------------------------
Indonesia 90 days from date of xxxx of lading
--------------------------------------------------------------------------------
Pakistan 120 days from date of xxxx of lading
--------------------------------------------------------------------------------
India 90 days from date of xxxx of lading
--------------------------------------------------------------------------------
Sri Lanka 90 days from date of xxxx of lading
--------------------------------------------------------------------------------
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[CONFIDENTIAL TREATMENT REQUESTED]
APPENDIX 1
GRADES AND SPECIFICATIONS ARE AS FOLLOWS:-
[+++++]
[+++++]
[+++++]
[+++++]
[+++++]
[+++++]
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[CONFIDENTIAL TREATMENT REQUESTED]
Specification for
TIOXIDE [+++++]
COMPANY : ICI ICI ICI PAINTS
LOCATION : [+++++] [+++++] [+++++]
SPECIFICATION NO : [+++++] [+++++]
ICI REFERENCE : M2551
COMPANY : ICI DULUX PAINTS [+++++]
LOCATION : [+++++] [+++++]
SPECIFICATION NO : [+++++] [+++++]
DATE : 10.03.1999
------------------------------------------------------------------------------
PROPERTY TEST METHOD SPECIFICATION
[+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
------------------------------------------------------------------------------
S.A.M.M. = TIOXIDE STANDARD ANALYTICAL METHOD
S.P.T.M. = TIOXIDE STANDARD PIGMENT TEST METHOD
# = VS TIOXIDE REFERENCE STANDARD
For ICI For Tioxide Europe
------- ------------------
Approved by: Approved by: Xxxx X Xxxxxxx
Position: Position: Quality Assurance Officer
Technical Service Department (Coatings)
Address : West Site, Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx XX00 0XX
Xxxxxxx
Date: Date:
Signature: Signature:
Page 19 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
This specification supersedes all previous signed or unsigned specifications and
must remain confidential between ICI and Tioxide. This specification is only
valid when signed by representatives of both Tioxide Europe Limited and ICI.
TEMS/TSD/04C
REV.2
Specification for
TIOXIDE R-[+++++]
COMPANY : ICI ICI ICI PAINTS
LOCATION : [+++++] [+++++] [+++++]
SPECIFICATION NO : [+++++] [+++++] [+++++]
ICI REFERENCE : M2536
COMPANY : ICI DULUX PAINTS [+++++]
LOCATION : [+++++] [+++++]
SPECIFICATION NO : [+++++] [+++++]
DATE : 09.03.1999
------------------------------------------------------------------------------
PROPERTY TEST METHOD SPECIFICATION
[+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++]
----------------------------------------------------------------------
S.A.M.M. = TIOXIDE STANDARD ANALYTICAL METHOD
S.P.T.M. = TIOXIDE STANDARD PIGMENT TEST METHOD
# = VS TIOXIDE REFERENCE STANDARD
For ICI For Tioxide Europe
------- ------------------
Approved by: Approved by: Xxxx X Xxxxxxx
Position: Position: Quality Assurance Officer
Technical Service Department (Coatings)
Address : West Site, Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx XX00 0XX
Xxxxxxx
Page 20 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Date: Date:
Signature: Signature:
This specification supersedes all previous signed or unsigned specifications and
must remain confidential between ICI and Tioxide. This specification is only
valid when signed by representatives of both Tioxide Europe Limited and ICI.
Page 21 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Specification for
TIOXIDE [+++++]
COMPANY: ICI ICI
LOCATION: [+++++] [+++++]
SPECIFICATION No: [+++++] [+++++]
ICI REFERENCE: [+++++]
DATE: 01.01.1998
PROPERTY TEST METHOD SPECIFICATION
[+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
S.A.M.M. = TIOXIDE STANDARD ANALYTICAL METHOD
S.P.T.M. = TIOXIDE STANDARD PIGMENT TEST METHOD
For ICI For Tioxide Europe
------- ------------------
Approved by: Approved by: Xxxx X Xxxxxxx
Position: Position: Quality Assurance Officer
Technical Service Department (Coatings)
Address: West Site, Xxxxxxxx Xxxx Xxxx,
Xxxxxxxxxx XX00 0XX
Xxxxxxx
Date: Date:
Signature: Signature:
This specification supersedes all previous signed or unsigned specifications and
must remain confidential between ICI and Tioxide. This specification is only
valid when signed by representatives of both Tioxide Europe Limited and ICI.
Page 22 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Specification [+++++]
TIOXIDE [+++++]
CLIENT: [+++++]
VILLE: [+++++]
SPECIFICATION No: [+++++]
DATE: 01.01.1998
PROPRIETE METHODE DE TEST SPECIFICATION
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
S.A.M.M. = STANDARD ANALYTICAL METHODS MANUAL
S.P.T.M. = STANDARD PIGMENT TEST METHOD
# VS TIOXIDE REFERENCE STD
Pour Compagnie des Xxxxxx Xxxxxxxxx Pour Tioxide Europe
----------------------------------- ---------------------------------
Approuve: Approuve: Xxxx X Xxxxxxx
Fonction: Fonction: Quality Assurance
Officer
Technical Service Department
(Coatings)
Addresse: West Site,
Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx,
Xxxxxxx XX00 0XX
Date: Date:
Signature: Signature:
Cette specification annule et remplace toutes specifications precedentes,
signees ou proposees, et doit xxxxxx confidentielle entre Compagnie des Xxxxxx
Xxxxxxxxx et Tioxide.
Page 23 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Specification for
TIOXIDE [+++++]
Company: [+++++]
Specification Reference [+++++] Date: January 12, 1995
Property Test Method Limits
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
For Customer For Tioxide
Approved by: ___________ X X Xxxxxxx
Coating Manager
Position: ___________ Technical Service Department
Date: ___________ ________________________
Signature: ___________ ________________________
Page 24 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Specification for
TIOXIDE [+++++]
([+++++])
Company: [+++++]
Specification Reference [+++++] Date: April 1991
Property Test Method Limits
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++]
Quality Assurance data to be collated by Tioxide TSD
* Tioxide Standard Analytical Methods
+ Tioxide Standard Test Methods
Customer Tioxide
Accepted by: _____________ ____________
Position: _____________ ____________
Date: _____________ ____________
Page 25 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Specification for
TIOXIDE [+++++]
Company: [+++++]
Specification Reference [+++++] Date: January 12, 1995
Property Test Method Limits
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
[+++++] [+++++] [+++++]
. Tioxide Standard Analytical Methods
. Tioxide Standard Test Methods
For Customer For Tioxide
Approved by: ____________ X X Xxxxxxx
Coating Manager
Position: ____________ Technical Service Department
Date: ____________ _______________________
Signature: ____________ _______________________
Page 26 of 27
[CONFIDENTIAL TREATMENT REQUESTED]
Appendix II
Delivery Points
Territory Delivery Term
--------- -------------
United Kingdom Delivered Site
Ireland Delivered Site
Germany Delivered Site
France Delivered Site
Netherlands Delivered Site
Italy Delivered Site
Spain Delivered Site
USA Delivered Site
Canada Delivered Site
Puerto Rico Delivered Site
Malaysia Delivered Site
Singapore Delivered Site
Thailand CIF Bangkok Port
Peoples Republic of China CIF Ghangzhou Port / CIF Shanghai
Vietnam CIF Ho Chi Ming
Indonesia CIF Jakarta
Pakistan CIF Karachi
India CIF ICD New Delhi / CIF ICD Hyderabad / CIF
Xxxx Xxxxx
Sri Lanka CIF Colombo
Page 27 of 27
