a5824234ex10-4.htm


    Exhibit
10.4

     

     

    
      SALES
AGREEMENT

      


      


      This SALES
AGREEMENT (this “Agreement”) is made as of 31
October, 2008, by and among Rogers Induflex NV (which will be renamed “Induflex
NV” shortly after the acquisition of its shares as of the date hereof, as
described below), a Belgian company registered with the Crossroads Bank of
Enterprises under enterprise number 0427693784 ("Induflex"), Rogers BVBA, a
Belgian company having its registered office at Afrikalaan 188, 9000 Ghent and
registered with the Crossroads Bank of Enterprises under enterprise number
0406.657.553, and formerly known as Rogers NV (“Rogers BVBA”), and Rogers
Corporation, a Massachusetts corporation (“Rogers”).  Each of
Induflex, Rogers BVBA and Rogers may be referred to herein, individually, as a
“Party” and,
collectively, as the “Parties”.

      


      WHEREAS,
Induflex Holding NV, a Belgian company registered with the Crossroads Bank of
Enterprises under enterprise number 0807.149.569 and Rogers are parties to
that certain Stock Purchase Agreement, of even date herewith (the “Stock Purchase Agreement”),
pursuant to which Induflex Holding NV is purchasing all of the issued and
outstanding shares of capital stock of Induflex held by Rogers; and

      


      WHEREAS,
the parties desire to set forth in this Agreement the terms and conditions upon
which Induflex will agree to continue to sell busbar insulation products (the
“Products”) to Rogers
BVBA and Rogers after the Closing Date.

      


      NOW, THEREFORE, in
consideration of the foregoing premises, the mutual promises and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and adequacy of which hereby are acknowledged, the parties agree as
follows

       

      Section
1.    Definitions.

       

      The
following terms shall have the meanings set forth below (such meanings to be
equally applicable to the singular as well as the plural forms of the terms
defined):

       

      
        “Affiliate” means (a) an
entity which is controlled by, controls, or is under common control with another
entity, (b) an entity owning a majority of the voting securities of another
entity, and (c) an entity a majority of whose voting securities is owned by the
other entity.

      

      
“Disclosing Party” shall have
the meaning set forth in Section 6.1.

      


      “Ordering Party” shall have the
meaning set forth in Section 2.2.

      


      “Receiving Party” shall have
the meaning set forth in Section 6.1.

       

      
        “Specifications” shall have the
meaning set forth in Section 2.3.

      

       

      “Term” shall have the meaning
set forth in Section 4.1.

      


      All other
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Stock Purchase Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section  2.     Products
Sales; Ordering; Delivery.

      


      2.1    Sales Of
Products.  Induflex agrees that, subject to the terms and
conditions of this Agreement, from and after the Closing Date, Rogers BVBA and
Rogers, and any Affiliate of either of them, shall be permitted to purchase the
Products on a non-exclusive basis from Induflex in the manner set forth herein;
provided, that nothing set forth herein shall result in a commitment by Roger
BVBA, Rogers or any such Affiliate to purchase the Products hereunder or to
establish any minimum purchase requirements.   Induflex shall use
its best efforts to assure the availability of the Products for the Term, at
supply levels consistent with those as of the Closing Date.

      


      2.2    Purchase
Orders.  For each specified quantity of the Products, Rogers
BVBA and Rogers, as applicable (each, an “Ordering Party”) shall deliver
to Induflex a purchase order.  Whether or not expressly referenced in
such purchase order, all sales of Product from Induflex hereunder shall be
subject to Rogers’ Belgian Terms and Conditions of Purchase, set forth as
Exhibit A and/or Exhibit B hereto, unless otherwise agreed in writing by the
Parties, or unless otherwise expressly set forth in this
Agreement.  The provisions of said Exhibit A and/or Exhibit B shall be
incorporated into this Agreement as though expressly set forth
herein.

      


      The
Ordering Party shall reference this Agreement on each purchase order, and shall
specify the following information: (a) the purchase order number, (b) quantity
of Products desired, (c) the locations to which the Products are to be
delivered, (e) whether delivery of the Products will be made in one shipment or
in installments, and (d) the dates for delivery for the one shipment or each
installment.  No terms or conditions included in any purchase order,
acknowledgement or other transmittal, whether on a standard business form or
otherwise utilized by an Ordering Party or Induflex in connection with the sale
of the Products, which are in conflict with any provision of this Agreement,
Exhibit A or Exhibit B hereto shall be valid; nor shall any such terms or
conditions shall be construed or deemed to be an amendment of or supplement to
this Agreement or otherwise binding on such Ordering Party or
Induflex.  Within ten (10) business days of receipt of any purchase
order, Induflex shall confirm acceptance of the purchase order, unless either
(a) a term of the purchase order, not provided in this Agreement or in Exhibit A
hereto, is not reasonably acceptable to Induflex, in which case, within such
time period, Induflex shall notify the Ordering Party of the reason therefor,
and, if possible, shall offer to accept the purchase order without that term; or
(b) Induflex has insufficient quantities of the Products available, in which
case Induflex shall provide a notice to the Ordering Party within such time
period stating same and modifying the purchase order to reflect the quantity
which Induflex can provide. In the event that Induflex fails to either accept or
reject (to the extent permitted herein) any purchase order within said ten (10)
days, the purchase order shall be deemed accepted.

      


      2.3           Consignment
Stock.  Induflex shall provide Products to Rogers BVBA on a
consignment basis, when and as ordered by Rogers BVBA on such basis in
accordance with the provisions hereof. Rogers BVBA shall submit reports to
Induflex, at least twice each month, indicating in reasonable detail the
Products consumed or sold during the most recently concluded semi-monthly
period, along with a purchase order for such Products. Induflex shall issue an
invoice to Rogers BVBA for the Products described in such purchase order, with
payment therefor due net thirty (30) days from the date of such invoice;
provided, that Induflex may, at its option, deliver an invoice to Rogers BVBA
for any Products consigned pursuant to this Section 2.3 that remain unused or
unsold for more than three (3) months from the date of
delivery.  Rogers BVBA shall keep such books and records as it deems
reasonably necessary to record the consumption and sale of any consigned
Products, which books and records shall be made available to Induflex for
inspection in the premises of Rogers BVBA upon reasonable request.

      


      2.4    Specifications.  All
Products supplied hereunder shall be manufactured by Induflex in conformance
with applicable specifications currently utilized by the Company, or as
otherwise agreed to by the Parties and annexed as a schedule hereto, such
specifications to set forth, at a minimum, the manufacturing and testing
procedures and acceptance criteria for the Products (the “Specifications”).  The
Specifications shall not thereafter be modified without the mutual agreement of
the parties to such order.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Section
3.    Price and Payment.

      


      3.1 
Payment
Terms.  Payment for the Products shall be made in Euros or
dollars, as specified in the applicable purchase order, net seventy-five (75)
days from receipt of an invoice for the Products described therein (other than
consignment sales described in Section 2.3 hereof, which shall be paid net
thirty (30) days therefrom), by wire transfer of immediately available funds to
a bank account designated in writing by Induflex, unless otherwise
agreed.

      


      3.2 
Competitive
Pricing.

      


      The
selling price for all Products sold by Induflex to Rogers hereunder shall be no
higher than any sale made by Induflex within the three (3) months immediately
preceding such sale, to any other customer of the Products in similar or lesser
quantities. Notwithstanding the preceding sentence, however, Induflex shall not
be required to make available to Rogers special prices occasionally granted to
customer under extenuating circumstances, such as, for example, commercial
gestures to attract a new customer or to remedy a dispute or problem (such as
late delivery or broken promises) with existing customers.

      


      Induflex
acknowledges that the prices currently paid by Rogers and Rogers BVBA for
Products are as set forth on Exhibit B hereto. Induflex agrees not to increase,
and shall not be required to decrease, the price for any of the Products during
the term hereof unless the average price for all raw materials used in that
Product during a fiscal quarter (the “Price Change Quarter”), expressed as a
percentage of the average purchase price then in effect for that Product during
the Price Change Quarter, has increased or decreased from its level immediately
prior to the commencement of the Price Change Quarter by seven percent (7%) or
more. If it has so increased or decreased, then Induflex shall notify Rogers and
Rogers BVBA of that fact within ten (10) days after the end of the Price Change
Quarter. The new Product price shall be the price which is sufficient to
bring the raw materials percentage described above fully back up, or back
down, to its level prior to the Price Change Quarter began. The price change for
such Product shall commence at the beginning of the second fiscal quarter after
the end of the Price Change Quarter (so, for example, if the Price Change
Quarter ends on March 31 of a year, the price increase or decrease shall be
effective beginning July 1st of that
year).  During the three months preceding the last quarter of the
fifth year of the term of this agreement, both parties will convene and assess
whether general economic or other changes in circumstances justify continuation
of this arrangement. Unless the parties otherwise agree at that meeting, this
Section 3.2 shall be of no further force and effect after the expiration of five
(5) years from the commencement of this agreement.

      


      Section
4.     Term and Termination.

      


      4.1  Term. The term of
this Agreement (the “Term”) shall commence on the
date hereof and shall continue for fifteen (15) years thereafter, unless and
until terminated in accordance with Section 4.2.  The Parties, by
mutual agreement, may extend the Term.  As used herein, “Term” shall
refer both to the initial Term and any extension thereof.

      


      4.2 
Termination.

      


      4.2.1 
Material
Breach.  If any Party materially breaches any of the terms of
this Agreement and such material breach remains uncured for a period of sixty
(60) days after having received written notification of such violation, then
either of the non-breaching Parties may thereafter immediately terminate this
Agreement by so notifying all of the Parties in writing.  Such
termination shall not prejudice the damage rights of the non-breaching Parties
as against the breaching Party, which shall have all of the rights and remedies
available to them under this Agreement, at law, in equity, or
otherwise.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      4.2.2 
Insolvency.  If
any Party makes an assignment for the benefit of creditors, or has a receiver,
trustee in bankruptcy, or similar officer appointed to take charge of all or
part of its property, then either of the other Parties may terminate this
Agreement with immediate effect by delivering written notice
thereof.

      


      4.2.3  Force
Majeure.  If any Party is unable to fully perform its
obligations hereunder for a period of sixty (60) days following an event
described in Section 8.6, and such inability remains uncured for a period of
sixty (60) days following written notice by the Party unable to perform, either
of the remaining Parties may thereafter terminate upon thirty (30) days’ written
notice.

      


      4.2.4 
Termination for
Dormancy.  If no purchase orders are submitted by Rogers or any
of its Affiliates for twelve (12) consecutive months hereunder, either Rogers or
Rogers BVBA, on the one hand, or Induflex, on the other, thereafter may
terminate this agreement upon ten (10) days’ notice to the other parties
hereto.

      


      4.3 
Survival.
Expiration or termination of this Agreement for any reason shall not relieve any
Party for a breach of this Agreement occurring prior to such expiration or
termination.  Any warranties,  indemnities and other
provisions in this Agreement or in Exhibit A hereto shall survive the
termination or expiration of this Agreement with respect to Products delivered
or ordered prior to such termination.

      


      Section
5.    Representations.

      


      5.1   Representations and
Warranties of each Party.  Each Party hereby represents and
warrants that (a) it has the corporate power and authority to enter into this
Agreement and to perform its obligations hereunder, (b) this Agreement has been
duly executed and delivered and represents a legal and valid obligation, binding
upon and enforceable against it in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditor’s rights generally,
or (ii) general principles of equity, whether considered in a proceeding in
equity or at law, (c) the execution, delivery and performance of this Agreement
by it does not conflict with any agreement, instrument or understanding, oral or
written, to which it is a party or by which it is bound, (d) the execution of
this Agreement by each Party, and its performance by such Party in accordance
with its terms, does not and would not violate any law or regulation of any
court, governmental body or administrative or other agency within the
jurisdiction to which such Party is currently subject as of the date hereof, and
(e) all necessary consent, approvals and authorizations of any governmental
authorities and third parties required to be obtained by it in connection with
this Agreement have been obtained. These are in addition to the various
warranties set forth on Exhibit A hereto.

      


      Section
6.   Confidentiality and Nonuse

      


      6.1 
Confidentiality. A
Party that receives (the "Receiving Party") confidential
information disclosed to it by another Party (the "Disclosing Party") shall keep
confidential and not disclose to any third party any confidential information
disclosed to it hereunder.  (For purposes hereof, “confidential
information” shall mean only that information which is clearly labeled as such.)
The Receiving Party shall use the same care and security measures that each uses
to protect its own confidential information, but in any event the Receiving
Party shall use no less than reasonable care in protecting the Disclosing
Party's confidential information.  The obligation to keep the
confidential information disclosed by the Disclosing Party strictly confidential
shall survive the expiration or termination of this Agreement and shall continue
in force until the confidential information has been generally disclosed to the
public other than by a breach of this Agreement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      6.2 
Permitted
Disclosure. To the extent that the Disclosing Party discloses any
confidential information to the Receiving Party, the Receiving Party may
disclose the confidential information only to those of its respective employees,
agents and contractors who need to know such confidential information for
purposes of this Agreement and who have executed a confidentiality agreement
with the Receiving Party with obligations of confidentiality and nonuse that are
no less stringent that those in this Agreement.

      


      6.3 
Limitation on
Use.  The Receiving Party shall not use any of the Disclosing
Party's confidential information and shall ensure that its respective employees
and contractors will not use any of the Disclosing Party's confidential
information disclosed to it hereunder for any purpose other than in accordance
with this Agreement and will not reverse engineer any such confidential
information.  All rights, title and ownership in and to all
confidential information disclosed by any Disclosing Party hereunder, including
discoveries or inventions based upon or derived from such confidential
information,  shall remain in the Disclosing Party.

      


      Each Party
agrees to promptly disclose to a Disclosing Party any discoveries or inventions
principally based upon or principally derived from such Disclosing Party’s
confidential information and further agrees to assign (and does hereby assign)
to such Disclosing Party, the sole and exclusive ownership in all such
discoveries and inventions and to sign all documents and do all things
reasonably necessary to give effect thereto.  Notwithstanding the
preceding sentence: (a) if such discoveries or inventions relate primarily to
“Laminates” (as that term is defined in the Non-Competition Agreement between
Induflex Holding NV and Rogers of even date herewith), then such discoveries or
inventions shall remain the sole and exclusive property of Induflex, even if
based upon confidential information from Rogers; and (b) if such discoveries or
inventions relate primarily to busbars, then such discoveries or inventions
shall remain the sole and exclusive property of Rogers, even if based upon
confidential information from Induflex.

      


      6.4  Exclusions.   Confidential
information shall not include information that: (a) at the time of its
disclosure is available to the public; (b) after disclosure becomes available to
the public through no fault of the Receiving Party; (c) the Receiving Party can
show, through adequate written documentation, was received by it from a third
party without breach of an obligation of confidentiality; or (d) the Receiving
Party can show, through adequate written documentation, was independently
developed without use or reference to any  of the Disclosing Party’s
confidential information.

      


      6.5 
Duties Upon Expiration
or Termination. Upon the written request by the Disclosing Party and/or
after expiration or termination of this Agreement, the Receiving Party shall
either return all of the Disclosing Party's confidential information received by
the Receiving Party or destroy the same, but in any event the Receiving Party
shall make no further use of the Disclosing Party's confidential
information.

      


      6.6 
Unauthorized
Use.  In case any Receiving Party becomes aware or has
knowledge of any unauthorized use or disclosure of confidential information, it
shall promptly notify the Disclosing Party of such unauthorized use or
disclosure and take any and all steps reasonably necessary to assist the
Disclosing Party in attempting to minimize any potential or actual damages or
losses resulting from such unauthorized use or disclosure.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      6.7 
Compelled
Disclosure.  The Receiving Party may disclose the Disclosing
Party's confidential information to the extent required to comply with, a court
or administrative subpoena or order which appears to be lawful on its face,
provided that the Receiving Party first uses its best efforts to obtain an order
preserving the confidentiality of the information of the Disclosing Party and
provided the Receiving Party gives the Disclosing Party timely notice of the
contemplated disclosure to give the Disclosing Party an opportunity to intervene
to preserve the confidentiality of the information.

      


      Section
7.    Competence

      


      Each Party
acknowledges that it was represented by counsel in connection with the
negotiation, preparation and execution of this Agreement, is fully competent to
execute this Agreement, understands its terms and provisions, and is authorized
to and has voluntarily executed this Agreement.  Each Party further
acknowledges that, in executing this Agreement, it has relied upon its own
knowledge and judgment and/or the advice of its counsel.  It is
expressly understood, agreed and warranted that in entering into this Agreement,
no Party has relied upon any warranty, representation, statement, promise,
action or advice of any other Party, except those expressly set forth
herein.

      


      Section
8.    Miscellaneous

      


      8.1 
Entire
Agreement. This Agreement and the Stock Purchase Agreement constitute the
entire agreement of the Parties, and supersedes any prior or contemporaneous
agreements between the Parties, with respect to the subject of this Agreement.
The Parties shall be bound only by a writing that memorializes this Agreement
and which is signed by an authorized representative of each Party.

      


      8.2 
Modifications to
Agreement. Except as otherwise expressly provided herein, this Agreement
may be modified only by a writing that specifically refers to this Agreement and
which is signed by an authorized representative of each Party.

      


      8.3 
Notices.  All
notices and other communications required or permitted to be given by any Party
herein to another Party shall be in writing and shall be deemed given when
received, and may be sent by mail, courier or similar means. Such notices and
communications also may be made via facsimile, electronic mail or other
electronic means; provided, that receipt thereof is acknowledged by the
recipient in a manner constituting valid notice hereunder. Such notices and
other communications shall be addressed to the recipient Party or Parties at the
addresses below, or at such other address as such Party hereafter may furnish to
all of the other Parties in a manner constituting valid notice
hereunder:

       

      
      

       

      
        	 	

                If
      to Induflex:

              	

                c/o
      Induflex NV

              
	 	 	

                Ottergemsesteenweg
      799

              
	 	 	

                9000
      Gent, Belgium

              
	 	 	

                Facsimile
      No: +32-9-222-37-91

              
	 	 	

                Attn.:
      Joel Ludvigsen

              
	 	 	

                joel@ludvigsen.be

              
	 	 	 
	 	

                If
      to Rogers or


                  Rogers
      BVBA:

                

              	

                c/o
      Rogers BVBA

              
	 	 	

                Afrikalaan
      188

              
	 	 	

                900
      Gent, Belgium

              
	 	 	

                Facsimile
      No:  +32-9-235-33-36

              
	 	 	

                Attn:
      Supply Chain Manager

              
	 	 	 
	 	 	

                --
      with a mandatory copy to –

              


      

       

      
 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      

        
          	 	 	

                  

                    c/o
      Rogers Corporation

                  

                
	 	 	

                  

                    One
      Technology Drive

                  

                
	 	 	

                  

                    Rogers,
      Connecticut  06263-0188

                  

                
	 	 	

                  

                    UNITED
      STATES

                  

                
	 	 	

                  

                    Attention:
      Office of the Corporate Secretary

                  

                
	 	 	

                  

                    Facsimile:
      (860) 779-5585

                  

                
	 	 	

                  (Current
      e-mail:  bob.soffer@rogerscorporation.com)

                
	 	

                   

                	 
	 	 	

                  --
      and with another mandatory copy to –

                
	 	 	

                   

                
	 	 	

                  Samuel
      M. Shafner, Esq.

                
	 	 	

                  

                    Burns
      & Levinson LLP

                  

                
	 	 	

                  125
      Summer Street

                
	 	 	

                  Boston,
      MA 02110

                
	 	 	

                  Facsimile:
      (617) 345-3299

                
	 	 	

                  E-mail:
      sshafner@burnslev.com

                
	 	 	

                   

                


        

         

      

      
        8.4 
Law Governing the
Agreement; Dispute Resolution. This Agreement will be governed by the
laws of Belgium. Any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach or invalidity thereof, will be settled by
arbitration in accordance with the provisions of Section 9(f) of the Stock
Purchase Agreement, which are incorporated herein by reference, mutadis mutandis, as if they
were expressly set forth herein.

      

      


      8.5
 Severability. In the
event any one or more of the provisions contained in this Agreement shall for
any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been part of this
Agreement.

      


      8.6 
Force Majeure.
If the performance of any duty (other than payment and confidentiality
obligations) under this Agreement is prevented, restricted or interfered with by
reason of war, revolution, civil commotion, acts of public enemies or
terrorists, blockade, embargo, strikes, outage of the Internet, law, order,
proclamation, regulation, ordinance, demand, or requirement having a legal
effect of any government or any judicial authority or representative of any such
government, or any other act whatsoever, whether similar or dissimilar to those
referred to in this paragraph, which is beyond the reasonable control of the
Party affected, then, subject to Section 4.2.3, the Party so affected shall,
upon giving prior written notice to the other Party, be excused from such
performance to the extent of such prevention, restriction, or interference;
provided, that the Party so affected shall use reasonable commercial efforts to
avoid or remove such causes of nonperformance, and shall continue performance
hereunder with reasonable dispatch whenever such causes are
removed.

      


      8.7  Waiver. All waivers
of any rights or breach hereunder must be in writing to be effective, and no
failure to enforce any right or provision shall be deemed to be a waiver of the
same or other right or provision on that or any other occasion.

      


      8.8 
Assignment.  No
Party shall have the right to assign this Agreement without prior written
consent of the remaining Parties, and any attempted assignment of this Agreement
by a Party without prior written consent of the other Parties shall be
void.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      8.9 
Further
Assurances.  The Parties agree to execute, acknowledge and
deliver all such further instruments, and to do all such other acts as may be
necessary or appropriate, in order to carry out the intent and purposes of this
Agreement.

      


      8.10 
Successors and
Assigns. This Agreement shall bind and inure to the benefit of the
Parties and their respective successors and permitted assigns.

      


      8.11 English Language. The
Parties confirm that it is their desire to have this Agreement, as well as any
and all other documents attached or relating hereto, including notices, written
in the English language exclusively.

      


      8.12  Independent
Contractors. Nothing in this Agreement is intended to create any
relationship between the Parties other than as independent contractors and no
Party, nor any of its employees, staff, agents, officers or directors shall be
construed to be the agent, fiduciary, employee, or representative of any other
Party.

      


      8.13  Third Party
Beneficiaries. This Agreement is not a third party beneficiary contract,
and, therefore, there are no third party beneficiaries to this
Agreement.

      


      8.14  Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original and both of which together shall be deemed a single
instrument. This Agreement shall be deemed effective upon the receipt by each
party of an executed signature page hereto signed by the other, which may be
transmitted by facsimile or electronic means.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, each Party
have caused its duly authorized representative to execute this
Agreement.

      


      
        	
                Rogers
      Corporation

              	
                INDUFLEX

              
	 
      	 
      
	
                By: /s/ Luc Van
      Eenaeme                                                                

                Signature

              	
                By: /s/ J. D.
      Ludvigsen                                                                

                Signature

              
	
                Name
      Luc Van
      Eenaeme                                                                

                Print/Type

              	
                Name
      J. D.
      Ludvigsen                                                                 

                Print/Type

              
	
                Title
      Vice
      President                                                                ___

                Print/Type

              	
                Title
      Managing
      Director                                                               

                Print/Type

              
	
                Date:
      October 31,
      2008                                                                

              	
                Date:
      October 31,
      2008                                                                 

              
	 	 
	 	 
	
                Rogers
      BVBA

              	 
      
	 
      	 
      
	
                By:
      /s/ Luc Van
      Eenaeme                                                                

                Signature

              	 
      
	
                Name
      Luc Van
      Eenaeme                                                                

                Print/Type

              	 
      
	
                Title
      Vice
      President                                                                

                Print/Type

              	 
      
	
                Date:
      October 31,
      2008                                                                

              	 
      


      

      


      


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

      


      Terms and Conditions of
Purchase

      


      THE
FOLLOWING TERMS AND CONDITIONS, AND THOSE SPECIFIED ON THE FACE OF THE


      PURCHASE
ORDER, SHALL EXCLUSIVELY GOVERN THE PURCHASE OF ALL GOODS AND/OR 

      SERVICES
COVERED BY THE PURCHASE ORDER.

       

      1. 
DEFINITIONS

      


      "Agreement" shall mean any
agreement of sale and purchase whereby Seller sells Goods and/or Services to
Rogers;

      


      “Business Day” shall mean a
day on which banks located in the respective place of the registered office of
Rogers and Seller are open for normal banking business;

      


      "Days" shall mean calendar
days;

      


      “Goods and/or Services” shall
mean the goods and/or services as described in the Purchase Order;

      


      "Purchase Order" shall mean the
written details appearing on the reverse of these Terms and
Conditions;

      


      "Rogers" shall mean Rogers
Corporation or the subsidiary or affiliate of Rogers Corporation indicated on
the face hereof;

      


      “Seller” shall mean the
natural or legal person who or which intends to sell the Goods and/or Services
to Rogers.

      


      “Termination for Cause” shall
mean a termination of this Purchase Order by Rogers pursuant to Section
16.2.

       

      2. 
OFFER
AND ACCEPTANCE



      
        	
                2.1.  

              	
                The
      Purchase Order constitutes an offer by Rogers to Seller only to the extent
      of, and as expressly limited by, the terms and conditions
      herein.

              


      

      


      
        	
                2.2.  

              	
                Acceptance
      of such offer is expressly limited to these terms and conditions, and no
      other document, including, but not limited to, Seller’s proposal quotation
      and acknowledgment forms, shall be deemed a part of the Purchase Order,
      unless its terms are specifically and expressly agreed to by an authorized
      representative of the Purchasing Department of Rogers, or an executive
      officer of Rogers (collectively, an “Authorized Rogers
      Employee”) in writing.

              


      

      


      
        	
                2.3.  

              	
                Rogers
      reserves the right to revoke its offer at any time prior to its written
      acceptance by Seller as provided
below.

              


      

      


      
        	
                2.4.  

              	
                Acceptance
      by Seller shall be accomplished solely by return of an executed
      acknowledgment copy of the Purchase Order, or by separately notifying
      Rogers in writing of Seller’s acceptance
hereof.

              


      

      


      
        	
                2.5.  

              	
                Without
      limiting the generality of the foregoing, Seller’s commencement of
      performance shall not be deemed acceptance of the Purchase Order unless
      Rogers, in its sole discretion, expressly elects in writing, signed by an
      Authorized Rogers Employee, to waive (at any time before, during or after
      performance by Seller) the requirement for such written acceptance of the
      Purchase Order by Seller; in which case Seller shall be deemed, by its
      performance, to have accepted each and every term and condition
      hereof.

              


      

      


      
        	
                2.6.  

              	
                If
      Seller’s acknowledgment or separate notice of acceptance of the Purchase
      Order, or any other document of Seller relevant hereto (collectively
      “Seller’s
      Documents”) contains any one or more terms inconsistent with, or
      additional to, those set forth herein, such Seller’s Documents shall be
      deemed an acceptance of these terms and conditions, accompanied by a
      proposal of additional terms, which proposal Rogers then shall be deemed
      to have rejected unless an Authorized Rogers Employee expressly accepts
      same in writing within ten (10) Days of its receipt
    thereof.

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      3. 
CHANGES
AND WAIVERS

      


      
        	
                3.1.  

              	
                The
      only changes (which term when used in this Section 3.1, includes
      amendments and additions) to the Purchase Order by which Rogers shall be
      bound are those expressly agreed to in a writing signed by an Authorized
      Rogers Employee.

              


      

      


      
        	
                3.2.  

              	
                In
      no event shall Rogers’ silence be construed as an acquiescence to or
      acceptance of any proposed changes to the Purchase
  Order.

              


      

      


      
        	
                3.3.  

              	
                Rogers
      may at any time, by a timely written order signed by an Authorized Rogers
      Employee and without other notice to Seller or its sureties or assignees,
      suspend performance hereunder, increase or decrease the ordered
      quantities, and/or make changes within the general scope of the Purchase
      Order with respect to any one or more of the following:  (a)
      applicable drawings, designs, or specifications, (b) methods of shipment
      or packing, and/or (c) place of delivery, delivery schedule and/or
      testing.

              


      

      


      
        	
                3.4.  

              	
                If
      any such change(s) cause an increase or decrease in Seller’s actual cost
      of, or in the time reasonably necessary for performance of the Purchase
      Order, then an equitable adjustment shall be made in the Purchase Order
      price and/or delivery schedule, as the case may
  be.

              


      

      


      
        	
                3.5.  

              	
                The
      party seeking such adjustment shall notify the other party in writing
      within thirty Days of Seller’s receipt of notice of the changes,
      describing specifically the adjustments sought. No claim for adjustment
      made after such thirty Day period shall be valid, unless such period is
      extended in writing by an Authorized Rogers Employee and a duly authorized
      employee of the Seller.

              


      

      


      
        	
                3.6.  

              	
                Nothing
      in this Section 3 (including, without limitation, any pending disagreement
      regarding adjustments for such changes) shall excuse Seller from
      proceeding, immediately upon receipt of such changes, with the Purchase
      Order as changed or amended.

              


      

      


      
        	
                3.7.  

              	
                Without
      prejudice to the foregoing, no right or privilege of a party to the
      Purchase Order may be waived or modified, except in writing executed by a
      duly authorized officer of such party. A party’s failure to insist upon
      performance of any term or condition hereof, or to exercise any right or
      privilege hereunder, or any waiver thereof, shall not be deemed a waiver
      of any other term, condition, right or privilege contained in the Purchase
      Order or any other purchase order, including these terms and conditions;
      nor shall be construed as a continuing waiver
  thereof.

              


      

       

      4. 
PRICE AND STATED
TERMS



      
        	
                4.1.  

              	
                Seller
      shall sell to Rogers the Goods and/or Services at the prices and terms
      specified in the Purchase Order, provided that the Purchase Order is
      accepted by the Seller in accordance with Section 2
    hereof..

              


      

      


      
        	
                4.2.  

              	
                INTENTIONALLY
      OMITTED.

              


      

      


      
        	
                4.3.  

              	
                INTENTIONALLY
      OMITTED.

              


      

      


      
        	
                4.4.  

              	
                Prices
      stated in the Purchase Order are inclusive of all charges for packing,
      containers, insurance and transportation, except as otherwise specifically
      provided on the face hereof.

              


      

      


      
        	
                4.5.  

              	
                Without
      prejudice to the other terms and conditions, prices offered and accepted
      are in Euros or USD and are not subject to escalation or adjustment of any
      kind for any reason except by mutual consent in writing, signed by an
      Authorized Rogers Employee and by a duly authorized officer of
      Seller.

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      5. 
TAXES

      


      
        	
                5.1.  

              	
                Except
      as otherwise expressly provided herein or as required by any applicable
      law, Seller agrees to pay any applicable tax, except for sales taxes
      (VAT), which may be imposed upon the Goods and/or
  Services.

              


      

      


      
        	
                5.2.  

              	
                All
      of the applicable sales taxes to a purchase of Goods and/or Services by
      Rogers and paid by Seller must be included and shown separately on its
      invoice to Rogers.

              


      

       

      6. 
INVOICES

      


      
        	
                6.1.  

              	
                Invoices
      shall be submitted in duplicate and shall contain the following
      information: Purchase order number, item number, description of item,
      quantities, unit price, extended totals, and Seller’s packing slip number,
      in addition to any other information specified elsewhere herein. However,
      any term and condition appearing on the face or the back of an invoice or
      accompanying it and deviating from the Purchase Order or from these terms
      and conditions, hereby is deemed to be protested or objected by
      Rogers.

              


      

      


      
        	
                6.2.  

              	
                Seller
      shall provide Rogers with bills of lading, express receipts, or other
      proof of delivery upon request.

              


      

      


      
        	
                6.3.  

              	
                Payment
      of Seller’s invoice shall not constitute acceptance of the Goods or
      Services, and shall be subject to adjustment for errors, shortages, hidden
      or obvious defects, or any failure of Seller to meet the requirements of
      the Purchase Order.

              


      

      


      
        	
                6.4.  

              	
                Upon
      notice to Seller, Rogers may at any time withhold, deduct or set off from
      any part of the price due under the Purchase Order or any other purchase
      order of Rogers all or any portion of the damages resulting from any
      breach of a material term or condition contained herein, and/or any amount
      owed to Rogers by Seller or any of its affiliates, whether or not arising
      out of or related to the transaction which is the subject of the Purchase
      Order.

              


      

      


      
        	
                6.5.  

              	
                Rogers
      shall issue payment sixty (60) Days from due date, or from actual delivery
      date of goods or completion of services, whichever is
    later.

              


      

      


      
        	
                6.6.  

              	
                Late
      payment interests may only be charged (but will accrue as of the payment
      date)  if Rogers fails to pay within thirty (30) Business Days
      after having received a notice of non-payment in
  writing.

              


      

       

      7. 
UNDER-
AND OVER SHIPMENTS

      


      
        	
                7.1.  

              	
                Rogers
      will pay only for quantities ordered; provided that inadvertent
      overshipments of less than 10%, or undershipments of more than
      10%,  of the relevant Purchase Order shall be honored by
      Rogers.

              


      

      


      
        	
                7.2.  

              	
                If
      the over shipment on any Purchase Order exceeds 10%, then up to the entire
      overshipment (at Rogers’ discretion) may be held at Seller’s risk and
      expense for a reasonable time awaiting shipping
    instructions.

              


      

      


      
        	
                7.3.  

              	
                If
      the over shipment on any Purchase Order exceeds 10%, then return shipping
      and insurance charges and any other expenses (related to the return) for
      the entire overshipped quantities in the relevant Purchase Order) will be
      at Seller’s expense.

              


      

       

      8. 
PACKING
AND SHIPMENT



      
        	
                8.1.  

              	
                Unless
      otherwise specified, the Goods shall be packed, packaged, marked and
      otherwise prepared for shipment in a manner which is: (i) in accordance
      with good commercial practice, (ii) acceptable in common carriers for
      shipment at the lowest applicable rate and in accordance with applicable
      laws and regulations, and (iii) adequate to insure safe arrival of the
      Goods at the named destination.

              


      

      


      
        	
                8.2.  

              	
                Seller
      shall mark all containers with necessary lifting, handling and shipping
      information, the Purchase Order number and the date of
      shipment.  An itemized packing slip shall accompany each
      shipment. Failure to provide packing slips may result in excusable delay
      in processing Seller’s invoices; furthermore, in any such case, Rogers’
      count shall be accepted as
conclusive.

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      
        	
                8.3.  

              	
                For
      purposes of calculating early payment, cash or similar discounts, the
      period for payment shall be computed either from the date of delivery and
      acceptance of the Goods and/or Services ordered, or the date of receipt of
      correct and proper invoices, prepared in accordance with the terms of the
      Purchase Order, whichever date is later, until the date of mailing of
      Rogers’ check to Seller.

              


      

       

      9. 
DDP
POINT / TITLE

      


      
        	
                9.1.  

              	
                Unless
      otherwise specially provided on the face of the Purchase Order, or
      otherwise agreed to in writing by Rogers and the Seller, the Goods shall
      be delivered on a Delivered Duty Paid (as defined in Incoterms) basis to Rogers’
      designated address.

              


      

      


      
        	
                9.2.  

              	
                Title
      to the Goods and/or Services shall pass to Rogers upon delivery, subject
      to Rogers’ satisfactory testing and inspection of the
  same.

              


      

       

      10. 
INSPECTION
and ACCEPTANCE

      


      
        	
                10.1.  

              	
                The
      Goods and/or Services shall be subject to inspection and testing by Rogers
      to the extent practicable at all places and times, including the period of
      manufacture, and in any event, prior to final
  acceptance.

              


      

      


      
        	
                10.2.  

              	
                If
      inspection or test is made by Rogers at Seller’s premises, Seller without
      additional charge shall provide all reasonable facilities and assistance
      for the safety and convenience of Rogers’s
  inspections.

              


      

      


      
        	
                10.3.  

              	
                No
      inspection or test made prior to the final inspection and acceptance at
      destination shall relieve Seller from responsibility for any defects or
      other failure to meet the requirements of the Purchase
    Order.

              


      

      


      
        	
                10.4.  

              	
                In
      case the Goods or Services are defective in material or workmanship, or
      otherwise not in conformity with the requirements of the Purchase Order,
      Rogers will notify Seller within 15 days after establishing of apparent
      visual shipping damage. Rogers shall have the right, either to reject them
      without correction, or require their correction, or accept them with an
      adjustment in price, or return them to Seller for full
      credit.  Any item which has been rejected or required to be
      corrected shall be replaced or corrected by and at the expense of Seller
      promptly after notice.

              


      

      


      
        	
                10.5.  

              	
                If
      after Rogers’ request, Seller fails to promptly replace or correct any
      defective item within the delivery schedule, Rogers
  may

              


      

      


      
        	
                 
      

              	
                (i)

              	
                replace
      or correct such item and charge to Seller the cost occasioned thereby,
      or

              


      

      
        	
                 
      

              	
                (ii)

              	
                give
      Seller seven (7) days’ notice of such failure, and, if the Seller fails to
      remedy same within such seven (7) day period, then Rogers then may
      unilaterally declare the Agreement terminated immediately and ipso jure,
      without court intervention in accordance with the Termination for Cause
      provisions of Section 16.2, and demand payment of damages for an amount of
      12% of the price specified in the Purchase Order (notwithstanding Rogers'
      right to demand the actual damages if higher);
  or

              


      

      
        	
                 
      

              	
                (iii)

              	
                require
      an appropriate reduction in price.

              


      

      


      
        	
                10.6.  

              	
                Notwithstanding
      any prior inspections or payments (partial or in full) hereunder, the
      Goods and/or Services shall be subject to final inspection at Rogers’s
      plant (or other destination designated by Rogers) within a reasonable time
      after delivery.  Seller shall provide and maintain an inspection
      system which is acceptable to Rogers.  Records of all inspection
      work shall be kept complete and available to Rogers during the performance
      of the Purchase Order and for such further period as Rogers may
      determine.

              


      

       

      11. 
DELIVERY

      


      
        	
                11.1.  

              	
                Time
      is of the essence.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                11.2.  

              	
                In
      the case of non-observance of the material terms of delivery contained in
      the Purchase Order (in the case of Goods) or of the start and completion
      dates contained in the Purchase Order (in the case of Services), if the
      Seller fails to remedy same within seven (7) days following written notice
      of such non-observance, Rogers shall, at its option be entitled either to
      demand performance of the Agreement and payment of damages for delayed
      delivery for an amount of 12% of the price specified in the Purchase Order
      (notwithstanding Rogers' right to demand for the actual damages if
      higher), or to unilaterally declare the Agreement terminated immediately
      and ipso jure, without court intervention and to demand payment of damages
      for an amount of 12% of the price specified in the Purchase Order
      (notwithstanding Rogers' right to demand for the actual damages if
      higher).

              


      

      


      
        	
                 
      

              	
                Rogers
      is entitled to deduct any damages from the price due to Seller on the
      basis of any agreement with Seller.

              


      

       

      12. 
WARRANTY

      


      
        	
                12.1.  

              	
                In
      addition to any warranty implied by fact or law, Seller expressly hereby
      warrants for twelve (12) months from acceptance (or such longer time as
      Seller otherwise may have offered or provided) that the Goods and/or
      Services to be delivered or performed hereunder shall be free from defects
      in workmanship, material and manufacture, shall comply strictly with the
      requirements of the Purchase Order, including any drawings or
      specifications incorporated herein or samples furnished by Rogers or
      Seller, and, where design is Seller’s responsibility, shall be free from
      defects in design.

              


      

      


      
        	
                12.2.  

              	
                Seller
      further warrants that the Goods and/or Services ordered hereunder shall be
      merchantable and shall be fit, suitable and sufficient for the purpose for
      which intended, that it has the right to convey same to Rogers, and that
      the Goods and/or Services are free of all liens and
      encumbrances.

              


      

      


      
        	
                12.3.  

              	
                Rogers
      cannot be deemed to have accepted apparent defects unless Rogers has
      failed to notify such defects to Seller within thirty Business Days as
      from the date of delivery.

              


      

      


      
        	
                12.4.  

              	
                Without
      prejudice to the protection and the remedies of Rogers by the provisions
      of the law, if Goods and/or Services pursuant to this Purchase Order are
      within one year after acceptance found not to be as warranted, Rogers may
      request Seller, at Seller’s expense, to correct, repair, replace, credit
      or refund, as Rogers shall elect in
writing.

              


      

      


      
        	
                12.5.  

              	
                Any
      Goods or Services corrected or furnished by Seller in replacement of the
      same shall also be subject to all the provisions of the Purchase Order and
      entitled to warranties to the same extent as the Goods and/or Services
      initially furnished hereunder, starting from the date of correction,
      repair or replacement.

              


      

      


      
        	
                12.6.  

              	
                All
      warranties hereunder shall survive inspections, tests, acceptance of and
      payment by Rogers.

              


      

      


      
        	
                12.7.  

              	
                All
      warranties hereunder shall run to Rogers and to its successors and
      assigns.

              


      

      


      
        	
                12.8.  

              	
                All
      remedies under the Purchase Order shall be cumulative and not alternative
      and are without prejudice to the remedies available to Rogers by
      law.

              


      

      


      13.  ASSIGNMENT  No
part of the Purchase Order may be assigned or subcontracted by Seller without
the prior written approval of an Authorized Rogers Employee.

      


      14.  INTELLECTUAL PROPERTY
INDEMNIFICATION  Seller represents and warrants to Rogers that
no use or sale of any item to be delivered hereunder, alone or in any
combination recommended or specified by Seller, and no service supplied or work
performed hereunder by Seller, its agents, employees or representatives, will
infringe any U.S. or foreign patent, copyright, trademark, service mark or other
intellectual property.  Seller agrees to indemnify and hold Rogers and
its customers harmless from and against any and all costs, damages, and expenses
(including without limitation prompt reimbursement of legal fees and expenses,
expended or incurred by Rogers to defend itself therefrom or otherwise as a
consequence thereof) and all judgments and decrees resulting from any actual or
alleged infringements or contributory infringement of any U.S. or foreign
patent, copyright,  trademark, service mark or other intellectual
property by such use or sale of any such item or by any services supplied or
work performed hereunder by Seller, its agents, employees or representatives.
Other than for trade mark or service mark infringements, Rogers and its
customers shall not be entitled to make any claims under this clause for
infringements known by Rogers with respect to the products as described in
Exhibit B as long as the features of the products as described in Exhibit
B  have not been changed.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      15. 
COMPLIANCE
MATTERS AND OTHER INDEMNIFICATION



      
        	
                15.1.  

              	
                To
      the extent that Seller’s agents, employees, representatives or
      subcontractors enter upon Rogers's premises, Seller agrees to indemnify
      and save harmless Rogers of and from any and all loss, claim, damages,
      liability, cost, expense (including legal fees and expenses), and any
      cause of action whatsoever, arising out of or in connection with any act
      or omission of Seller, its agents, employees, representatives or
      subcontractors.

              


      

      


      
        	
                15.2.  

              	
                Seller
      shall maintain and provide proof to Rogers, as requested, of General
      Liability Insurance and Worker’s Compensation
  Insurance.

              


      

      


      16. 
TERMINATION

      


      
        	
                16.1.  

              	
                Rogers
      reserves the right to terminate the Purchase Order at its convenience.
      Immediately upon notice thereof, Seller shall stop all work and observe
      any instructions from Rogers as to work in process, and Rogers shall pay
      Seller an equitable adjustment for work already
  performed.

              


      

      


      
        	
                16.2.  

              	
                Rogers
      may also terminate the Purchase Order for cause immediately, and without
      liability of any kind and without waiving any other of its rights and
      remedies, whether at law for damages, in equity or both (“Terminate for Cause”
      or “Termination for Cause”) in the event of: (i) a breach by Seller
      of any of the material terms or conditions hereof, (ii) failure by Seller
      to provide Rogers with adequate assurance of due performance upon written
      demand by Rogers when reasonable grounds for insecurity have arisen,
      including, without limitation, a failure to meet delivery, production or
      other performance schedules, or (iii) upon Seller’s bankruptcy or
      insolvency.  In such event, Rogers shall not be liable to Seller
      for any amounts, and Seller shall be liable for and shall hold Rogers
      harmless from, any damage, cost and expense occasioned by Seller’s breach
      or default (including, without limitation, legal fees and
      expenses).

              


      

      


      If it
should be determined that a Termination for Cause by Rogers has been
improper,then such termination shall be deemed to have been for Rogers’
convenience, and treatedfor all purposes as set forth in Section 16.1, with no
other liability than as expressly statedtherein.

       

      17. GIFTS

      


      If Rogers
determines that gratuities (in the form of entertainment, gifts or otherwise)
were offered or given by Seller to any employee, agent or representative of
Rogers with a view towards securing a contract or securing favorable treatment
with respect to the awarding, amending or the making of any determination with
respect to the performance of such contract, Rogers may Terminate for Cause by
notice to Seller pursuant to Section 16.2.

       

      18. 
ELECTRONIC
TRANSACTIONS



      Seller and
Rogers agree to conduct the transactions governed by these terms and conditions
by electronic means except: (i) as to matters where a manual signature of an
Authorized Rogers Employee is required hereby; and (ii) Rogers’ liability
hereunder  may not be increased or expanded except by an amendment or
waiver complying with the terms of Section 3 bearing the manual signature of an
Authorized Rogers Employee.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      19. 
MISCELLANEOUS



      
        	
                19.1.  

              	
                If
      any provision (or part thereof) of these terms and conditions is found by
      any competent authority to be void or unenforceable, such provision (or
      part thereof) shall be deemed to be deleted from these terms and
      conditions and the remaining provisions (or other parts thereof) of these
      terms and conditions shall continue to have full force. Seller and Rogers
      shall then negotiate in good faith in order to agree the terms of mutually
      satisfactory provisions to be substituted for the provisions (or parts
      thereof) found to be void and
unenforceable.

              


      

      


      
        	
                19.2.  

              	
                Captions
      are for convenience only, and shall not be deemed part of the Purchase
      Order, nor be taken into consideration in the interpretation
      hereof.

              


      

       

      20. 
APPLICABLE
LAW AND DISPUTE RESOLUTION

      


      
        	
                20.1.  

              	
                Disputes
      arising out of or in connection with any agreement to which these terms
      and conditions are applicable, shall be exclusively settled by the courts
      of the legal district of Ghent.

              


      

      


      These
terms and conditions and any relationship to which these terms and conditions
apply shall be governed, construed, interpreted, enforced by, and the relations
between Rogers and Seller shall be determined in accordance with the Belgian
laws, and no effect shall be given to any other choice-of-law or
conflict-of-laws rules or provisions (those of Belgian, foreign or international
nature) that would cause the laws of any other jurisdiction to be applicable,
nor to the UN Convention of Vienna on Contracts for the International Sale of
Goods (dated 11 April 1980).

      


      


      
16