exv10w57





Exhibit 10.57


CONFIDENTIAL TREATMENT REQUESTED BY EXIDE TECHNOLOGIES — 

CONFIDENTIAL PORTIONS OF THIS
DOCUMENT HAVE BEEN REDACTED AND 

HAVE BEEN SEPARATELY FILED WITH THE COMMISSION




SUPPLY AGREEMENT



               This Supply Agreement (“Agreement”) is between Daramic, LLC (together with all of its
Affiliates, “Daramic” or “Supplier”) and Exide Technologies (together with its Affiliates,
“Buyer”). In Buyer’s case “Affiliates” shall mean any person or entity that manufactures lead acid
batteries and in which Buyer owns greater than a 50% share or ownership interest. In Supplier’s
case, “Affiliates” shall mean any person or entity that manufactures lead acid battery separators
and in which Supplier owns greater than a 50% share or ownership interest. In consideration of the
mutual promises, covenants, and obligations in this Agreement, the receipt and sufficiency of which
are hereby acknowledged, and with full authority to enter into the Agreement, the parties agree as
follows:




	1.	 	Headings: The captions and headings herein are for convenience and reference only and in no
way define or limit the scope or content of this Agreement or in any way affect its
provisions.
	 
	2.	 	Term: The term of this Agreement shall commence on January 1, 2010 (the “Effective Date”) and
shall continue until December 31, 2012, unless terminated pursuant to the terms of this
Agreement. This contract shall automatically be extended thereafter, one year at a time, for
subsequent Contract Years unless Buyer or Daramic gives *** months prior written
notice of termination by non-renewal to the other party not later than *** in the
first instance (to avoid a Contract Year 2013) and thereafter by *** of each
successive year. “Contract Year” means each calendar year that this Agreement is in effect.
At least *** months prior to expiration of this Agreement, the parties will meet
to discuss *** any contract extension. ***.
	 
	3.	 	Supply of products: Buyer agrees to purchase from Supplier, subject to the terms of this
Agreement, and Supplier agrees to sell to Buyer, the following:






	 	a)	 	Transportation PE Separators: During each Contract Year, a Volume of *** %
of Buyer’s global demand for polyethylene separators for use in the manufacture of
automotive / SLI lead acid batteries (hereinafter, “Transportation PE Separators”).
	 
	 	b)	 	Industrial PE Separators: During each Contract Year, a Volume of *** % of
Buyer’s global demand for polyethylene separators for use in the manufacture of lead acid
batteries for industrial applications (hereinafter, “Industrial PE Separators”). For extra
clarification, purchases of *** separators are considered to be Industrial PE
Separators for purposes of this Agreement and will count toward Volumes as defined in this
Agreement.
	 
	 	c)	 	Other Separators: During each Contract Year, a Volume of *** % of Buyer’s
global demand for *** separators (hereinafter, “Other Separators”).
	 
	 	d)	 	Excluded Products: *** are specifically excluded from the Volumes required
to be purchased or supplied under this Agreement.
	 
	 	e)	 	Volumes: Buyer will purchase from Daramic in each Contract Year the above-stated
Volumes (“Volumes”). These Volumes represent a percentage of Buyer’s global demand, if
any, and do not constitute minimum purchase Volumes or a guarantee of Buyer’s global demand
levels. Buyer will have the option of purchasing up to *** percent of the
Volumes as inventory of Separators in any Contract Year.





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	 	f)	 	Regional Allocation of Purchases: Buyer agrees to purchase no less than ***
% of its Regional demand Volumes for Transportation and Industrial PE Separators in
each of three Regions. “Regions” are defined as (1) The Americas; (2) Europe / Middle East
and Africa; and (3) Asia Pacific.
	 
	 	g)	 	Manufacturing Relocation






	 	i)	 	If Daramic elects to relocate manufacturing of a separator product during the
term of this Agreement, Daramic’s costs associated with such manufacturing relocation
shall be borne by ***.
	 
	 	ii)	 	Daramic must give Buyer *** days advance written notice of any
manufacturing relocation pursuant to 3(g)(i) above; and *** days advance
written notice if the products to be transitioned are not qualified at the new
location. Buyer and Daramic agree to work together in good faith to transition to the
new manufacturing location as soon as reasonably possible.






	4.	 	Pricing: Buyer agrees to pay prices for the separator products and Supplier agrees to sell
the separator products at the prices set forth in Exhibit A. The following special
pricing conditions are applicable during the term of this Agreement: (a) a ***
will apply to all orders of Industrial PE Separators and Other Separators (but not
Transportation PE Separators) at quantities ordered in greater than *** square
meters by part number / Stock Keeping Unit or “SKU”. To qualify for this ***, the
entire order must be shipped complete unless otherwise mutually agreed (i.e., no blanket
PO’s). This *** does not apply for products withdrawn from or orders into
consigned inventory. (b) (i) in ***, a *** will apply to incremental
orders of Transportation PE Separators for incremental volumes greater than ***
pure square meters once Buyer purchases a total of at least *** pure square
meters of Transportation PE and Industrial PE Separators in ***; (ii) in ***
and thereafter, a *** will apply to incremental orders of Transportation PE
Separators for incremental volumes greater than *** pure square meters once Buyer
purchases a total of at least *** pure square meters of Transportation PE and
Industrial PE Separators in a ***; and (c) a=***. New
separator products with different widths, thicknesses, backweb thicknesses, etc. may be added
to Exhibit A from time to time by mutual written agreement of the parties. ***.
After=***, any price adjustments will be according to the Raw Materials
Adjustment (“RMA”) set forth in Exhibit A hereto. By *** of each Contract year,
Daramic will provide ***. Prior to *** of each Contract Year, Buyer
shall have the right to ***. Any price adjustments implemented on ***.
	 
	5.	 	Terms of Payment: Invoices are to be issued by Supplier upon shipment. All invoices must
reference applicable Buyer purchase order/contract release numbers and be sent to the Buyer’s
designated address. Payment terms shall be *** days after the date of invoice by
electronic funds transfer. Payments not received by Daramic within *** calendar
days (not counting holidays) after the due date shall incur a monthly fee of *** %
for any month they are past due.
	 
	6.	 	Credit: If Buyer fails to pay invoices timely pursuant to Paragraph 5 above, then Daramic may
require Buyer to make cash payment(s) within *** business days after receipt of
written notice from Daramic to resolve the outstanding balance owed to Daramic. If Buyer’s
Corporate Credit Rating drops to *** or below, or liquidity (defined as cash on
hand, plus unused credit facilities, including then existing factoring) level drops below
$***, then Daramic has the right to request credit enhancement reasonably
acceptable to Daramic. If Buyer is more than *** for undisputed amounts in
excess of $***, and fails to cure such delinquency within ***
business days after receipt of formal written notice under this Agreement, then Daramic has
the right to ***.
	 
	7.	 	Operations & Logistics:






	 	a)	 	Forecasts: Buyer shall provide written forecasts, updated monthly, for future shipments
*** days and *** months in advance for separator products. All
forecasts provided by Buyer are estimates only and do not constitute a representation or
guarantee of purchases to be made by Buyer. However, to the extent





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	 	 	 	that Daramic produces products in reasonable reliance on those forecasts, then Buyer agrees
to purchase this inventory within *** of its production, within the terms of this
Agreement.
	 
	 	b)	 	Delivery and Lead-times: Average lead times for shipment by Daramic for forecasted
orders shall be no more than *** days (not counting holidays) from the date of
acknowledgement. Daramic will send acknowledgement of orders within ***
business days after receipt. Specialty products and orders exceeding forecasts will
be handled on a case by case basis.
	 
	 	c)	 	Inventory/Security of Supply: Daramic agrees to maintain minimum inventory quantities
capable of meeting Buyer’s forecasted demand. Upon the expiration or termination of this
Agreement for any reason, Buyer shall purchase up to a *** day supply of all
separator products Daramic has in stock for Buyer pursuant to this Section.
	 
	 	d)	 	Consignment Inventory in Europe: Daramic shall provide inventory on a consignment basis
for Buyer’s European facilities listed on Schedule B-1 pursuant to the consignment terms
and conditions attached as Exhibit B. A fee of $*** will be paid by ***
representing the *** of such consigned inventory over the life of this
Agreement. Buyer shall also have the option to place direct orders (non-consignment) in
Europe for Industrial PE and Other Separators. These European direct orders will be
shipped ***.
	 
	 	e)	 	Quality: All materials are to be compliant with agreed specifications and drawings (the
“Specifications”). The Specifications will be kept in a mutually-agreeable location and
format, and can be modified and amended only by mutual written agreement of the parties.
	 
	 	f)	 	Freight Terms: *** for all worldwide Buyer sites, except for consignment
shipments in 7(d) above. Title to the separator products purchased hereunder and risk of
loss shall pass to Buyer upon delivery to the carrier. Daramic agrees to use Buyer’s
designated carrier.
	 
	 	g)	 	Electronic Transactions: Supplier and Buyer shall endeavor to implement electronic
transactional and communication tools to improve efficiencies and reduce costs. These
tools may include EDI, electronic invoicing, email, efax and the like.






	8.	 	Product Discontinuation: If Daramic intends to cease production of a particular type of
separator product supplied under this Agreement, Daramic agrees as follows:






	 	a)	 	To give Buyer at least *** advance written notice of its intent to cease
production; and
	 
	 	b)	 	Buyer has the right to submit a final order for quantities of the discontinued
separator product up to the total of Buyer’s orders of this separator type in the ***
prior to the announcement; and
	 
	 	c)	 	If Daramic has available an alternate separator product that could serve as a
substitute for the discontinued product, Daramic agrees to make such alternate separator
product available to Buyer for a period no shorter than *** on terms to be
negotiated by both parties in good faith.






	9.	 	Product Enhancements / Cost Reductions:






	 	a)	 	Product Enhancements: Unless restricted by contractual or confidentiality obligations,
Daramic will offer Buyer access to any new lead acid battery separator technology developed
by Daramic during the term of this Agreement.
	 
	 	b)	 	Cost Reductions: Buyer and Daramic will *** identify and implement cost
reduction opportunities associated with the procurement, manufacture and delivery of
separator products, including the creation of an ***.
	 
	 	c)	 	***.






	10.	 	Acquisition of New Entity / Sale of Business: ***.





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	11.	 	Limited Warranty and Remedies: DARAMIC WARRANTS THAT IT WILL PRODUCE THE SEPARATORS IN A
GOOD AND WORKMANLIKE MANNER AND THAT THE SEPARATORS DELIVERED TO BUYER WILL CONFORM TO THE
SPECIFICATIONS. ***. DARAMIC ALSO WARRANTS TO BUYER THAT IT WILL CONVEY GOOD
TITLE TO THE SEPARATOR PRODUCTS SOLD AND DELIVERED HEREUNDER FREE OF ANY LIENS AND
ENCUMBRANCES. DARAMIC HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET
FORTH IN THIS SECTION. THE REMEDIES OF BUYER FOR ANY BREACH OF THE WARRANTIES SET FORTH IN
THIS SECTION SHALL, SUBJECT TO THE OTHER TERMS OF THIS AGREEMENT, BE THE REPLACEMENT OF THE
NONCONFORMING PRODUCT OR, IN THE SOLE DISCRETION OF BUYER, REFUND FOR THE PRICE PAID FOR ANY
NONCONFORMING PRODUCT, TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING, WITHOUT
LIMITATION, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR
EXTENDING THE FOREGOING WARRANTIES WILL BE BINDING UPON DARAMIC UNLESS IN WRITING, SIGNED BY
AN OFFICER OF DARAMIC.
	 
	12.	 	Insurance:
	 
	 	 	Daramic shall, at its own expense, provide satisfactory evidence of the following valid and
in-force policies of insurance with the terms and at least the coverage limits set forth below:






     (i) Commercial General Liability Insurance with limits of liability for bodily injury and
property damage (combined single limit) not less than $***.




     (ii) Workers’ Compensation Insurance, in an amount as required by law.




     (iii) Business Auto Liability Insurance, including coverage for all owned, non-owned and
leased or hired vehicles, with coverage limits of liability for bodily injury and property
damage (combined single limit) of not less than $*** per accident.




     (iv) Umbrella Coverage (Excess Liability) with coverage limits of $***.




	 	 	Such policies of insurance shall provide that they shall not be canceled nor the coverage
modified nor the limits changed without the Carrier first endeavoring to give thirty (30) days’
prior written notice thereof to Buyer. No such cancellation, modification or change shall
affect Daramic’s obligation to maintain the insurance coverage required by this Agreement.
*** All such insurance coverage shall be written on an “occurrence” policy form and
by insurance companies that have an A.M. Best’s rating of not less than ***.
Daramic shall provide Buyer with a certificate of insurance evidencing the insurance coverages.
	 
	13.	 	Force Majeure: A party is excused from performing its obligations under this Agreement if,
to the extent, and for so long as:





               a) such party’s performance is prevented or delayed by an act or event (other than economic
hardship, changes in market conditions or insufficiency of funds) that is beyond its reasonable
control and could not have been prevented or avoided by its exercise of due diligence; and



               b) such party gives written notice to the other party, as soon as practicable under the
circumstances, of the act or event that so prevents such party from performing its obligations.


By way of illustration, and not by limitation, acts or events that may prevent or delay performance
(as contemplated by this Section) include: acts of God or the public enemy, acts of civil or
military authority, terrorist acts, embargoes, epidemics, war, riots, insurrections, fires,
explosions, earthquakes, floods, strikes and/or lockouts.



***





	14.	 	Confidential Information: Daramic agrees that it and its employees will maintain in
confidence all of Buyer’s data, summaries, reports, or information of a proprietary or
confidential nature. Buyer agrees that it and its employees will maintain in confidence all
of Daramic’s data, summaries, reports, or information of a





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	 	 	proprietary or confidential nature. Neither party hereto will disclose the terms of this
Agreement publicly or to any third party without the prior written consent of the other. The
foregoing restrictions shall not apply to such information (i) that has become public knowledge
through no fault of the party receiving such information, (ii) that comes to such party from a
third party under no obligation of confidentiality with respect to such information, (iii) that
was in the possession of such party prior to the date of disclosure or is independently
developed by such party, or (iv) provided to a government regulatory or enforcement agency or to
a trustee appointed pursuant to any order by such agency. In the event that either party is
required to disclose the other party’s confidential information by law or court order or in
order to comply with any government regulatory requirement or any independent corporate auditing
requirement, the party required to make such disclosure shall notify the other party and
cooperate in attempting to receive confidential treatment for the information prior to
disclosure.






	15.	 	Successors and Assignment: This Agreement will be binding upon and inure to the benefit of
the permitted successors and assigns of the parties hereto. Neither party may delegate,
transfer or assign any of its rights or obligations hereunder without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
***.
	 
	16.	 	Governing Law: This Agreement shall be construed, governed by and enforced in accordance
with the laws of the State of *** without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of *** or any other
jurisdiction) that would cause the application of the law of any jurisdiction other than the
State of ***. In no event shall the United Nations Convention on Contracts for
the International Sale of goods apply to sales hereunder.
	 
	17.	 	Notices: All notices required under this Agreement shall be provided by certified mail,
confirmed overnight mail, or hand delivery at the following addresses unless and until written
notice of a change thereof is delivered:





	 	 	 	 	 

	 

	 	Exide Technologies (“Buyer”)
	 	Daramic, LLC (“Daramic”)
	 

	 	13000 Deerfield Parkway
	 	11430 North Community House Road, Building 
	 

	 	200

 Milton, GA 30004
	 	Suite 350 

Charlotte, NC 28277
	 

	 	Attention: VP Global Procurement
	 	Attention: VP of Sales and Marketing With a Copy 
	 

	 	to: General Counsel
	 	With a Copy to: General Counsel







	18.	 	Amendments: No changes or additions to this Agreement shall be valid unless the same shall
be in writing and signed by all parties.
	 
	19.	 	Complete Agreement: On the Effective Date, this Agreement, including the Exhibits attached
hereto, will constitute the entire and integrated agreement between the parties and supersede
all prior and contemporaneous communications, representations, and agreements, whether oral or
written, relating to the subject matter hereof. Any additional terms and conditions of
purchase orders, purchase order acknowledgements and other ordering documents (other than
quantity of the particular order and delivery location) shall have no force or effect unless
the parties specifically agree in writing to give effect to such terms.
	 
	20.	 	Termination and Remedies: This Agreement may be terminated by either party in the event of a
material breach of this Agreement by the other party. In the case of a material breach, the
aggrieved party must give written notice to the defaulting party specifying the nature and
extent of the default and demand for cure, and if such default is not cured within ***
calendar days following the date of such notice, then the aggrieved party may terminate
the Agreement for default by written notice at the end of such *** day period.
This Agreement can also be terminated by either party if the other party becomes insolvent, is
adjudged bankrupt, makes any assignment for the benefit of creditors, has a receiver appointed
for it or is dissolved; and the party not affected by such event shall have the right to
terminate this Agreement immediately upon written notice to the other party.





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	21.	 	Non-Severability: If any of the provisions hereof including any exhibit hereto shall be
deemed invalid or unenforceable, the validity and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. The parties shall endeavor in good
faith to replace the invalid or unenforceable provisions with valid provisions that preserve
the intent of the invalidated provision.
	 
	22.	 	Non Waiver: Except as otherwise expressly provided herein, no failure on the part of any
party to exercise and no delay in exercising, any right, power or privilege conferred by this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege conferred by this Agreement preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
	 
	23.	 	Government Contract Provisions: To the extent that either party hereto is or becomes subject
to government contract requirements or provisions that impact the supply or use of separator
products provided hereunder, the parties agree to reasonably cooperate to amend this Agreement
to add any provisions necessary to cover such events.
	 
	24.	 	Counterparts: This Agreement may be executed by the parties hereto in separate counterparts
which together shall constitute one and the same instrument.





	 	 	 	 	 

	The above terms have been read and accepted by:
	 
	 	 	 	 
	DARAMIC, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	EXIDE TECHNOLOGIES	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






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Exhibit A

Prices

***

Raw Material Adjustments

***



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Exhibit B

Consignment Inventory Agreement — Europe




CONSIGNMENT TERMS AND CONDITIONS


These terms and conditions will cover separator products supplied under the Agreement to the
facilities, if any, referenced in Schedule 1 of this Exhibit B (the “Facilities”). Facilities may
be added to Schedule 1 by mutual written agreement of the parties. For the separator products
supplied to the Facilities, the following terms shall apply:





	1.	 	Shipments On Consignment. All separator products supplied by Daramic to the Facilities
(except for those limited exceptions agreed to by the parties) subject to and during the term
of this Agreement will be supplied on consignment (“Consigned Products”) as described in this
Exhibit B.
	 
	2.	 	Full Pallet Quantities. All orders by Buyer for Consigned Products shall be in full pallet
quantities and shall be clearly marked as a “Consigned Order.”
	 
	3.	 	Buyer’s Usage Reports, Changes, Forecasts.
	 
	 	 	a) Once a day during the term of this Agreement, or next workday should one day be a legal
holiday, Buyer will send to Daramic (using the Daramic IT System) the pallet numbers from
the pallets of Consigned Products used during the previous day (the “Usage Reports”). Buyer
agrees that no partial pallet usage reporting shall be permitted and billing by Daramic
shall be based on full pallet quantities. Buyer shall submit to Daramic a firm request for
shipment of Consigned Products for the *** following weeks, on every Thursday,
stating the quantity, delivery destination and requested delivery date. These requests for
shipment shall be in addition to and not in place of the forecasts required by the
Agreement.
	 
	 	 	b) Daramic will use commercially reasonable efforts to notify Buyer by fax or e-mail of the
scheduled manufacturing and shipment dates within *** hours after receipt of
Buyer’s Weekly Report and will confirm acceptance of Buyer’s orders in accordance with the
Agreement. Any change orders requested by Buyer must be sent to Daramic by facsimile or
e-mail and are subject to confirmation by Daramic, as provided for hereunder.
	 
	 	 	c) Frequency and exact method of forecasting and information flow may be changed at a local
plant level in order to support specific operating needs, if both parties are in agreement
and the revised process is documented in writing.
	 
	4.	 	Shipment and Storage of Inbound Products.





          (a) Shipping and delivery terms will be as described in the Agreement. Buyer will promptly
notify Daramic of any Consigned Products it receives that have been damaged in transit. Any claim
against a carrier for Consigned Products damaged in transit will be made by Daramic, provided,
however, that Buyer will cooperate with Daramic to the reasonable extent needed in order for
Daramic to make and pursue any such claim.



          (b) Buyer shall at no cost to Daramic receive, hold, store, insure and safeguard all Consigned
Products shipped to Buyer on consignment hereunder at Buyer or joint venture partner location. All
such Consigned Products shall be segregated from Buyer’s goods, and the storage area where they are
kept shall be clearly labeled to indicate that the Consigned Products belong to Daramic. Buyer’s
inventory records must also clearly reflect that the Consigned Products belong to Daramic.



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          (c) Buyer will bear the risk of loss or damage to the Consigned Products which occurs while in
its possession. Buyer will insure the Consigned Products, with an insurer selected by Buyer in its
sole discretion, for their full value against all loss and will name Daramic as an additional
insured under its policies covering such Consigned Products. Buyer will provide Daramic, upon its
reasonable request, with current proof of such insurance.




	5.	 	Daramic’s Invoice Covering Purchases Of Consigned Products. Upon receipt of the Usage
Reports under Section 3, Daramic will prepare and send to Buyer Daramic’s invoice covering the
Consigned Products withdrawn by Buyer from consigned inventory. Daramic’s invoices shall
reference the Usage Reports and/or time period to which they relate. Billing will be at the
price in effect at the time of shipment by Daramic as determined in the Agreement. Buyer will
pay for Consigned Products within *** days from the date of invoice.
	 
	 	 	All materials not reported on a daily Usage Report, after *** days from the date
of shipment to Buyer will be deemed to have been withdrawn and shall be invoiced by Daramic
immediately thereafter, and all such invoices will be due and payable within ***
days. Withdrawal of Consigned Products as confirmed in Usage Reports, shall
constitute a sale by Daramic to Buyer of such Consigned Products in accordance with the
Agreement and title to such Consigned Products shall pass from Daramic to Buyer at the time
of withdrawal. Such Consigned Products will be deleted from the inventory of Consigned
Products. The parties agree to confer and cooperate from time to time to resolve any
reporting errors made by Buyer in its daily reports and any billing errors made by Daramic.
	 
	6.	 	Inventory Management. Buyer will withdraw Consigned Products on a first in, first out basis
and will endeavor to withdraw Consigned Products within *** days of delivery.
Daramic shall have the right, upon reasonably adequate advanced notice to Buyer, to reasonably
reduce shipments to control the quantity of Consigned Products so as not to exceed a
***day supply of Consigned Products based on Buyer’s forecast for the Facilities.
Daramic’s Customer Care Team and Buyer’s Production and Inventory Control Department shall
jointly manage the consignment inventory program.
	 
	7.	 	Physical Audits. Daramic may require and arrange for periodic physical inspection and audit
of the Consigned Product, during Buyer’s regular business hours and upon reasonable notice to
Buyer, typically *** a year, but more often if Daramic so reasonably determines.
Daramic may at its discretion forego such inspection and audit in any year if upon Daramic’s
request Buyer provides a satisfactory accounting and certifies the accuracy thereof by a
responsible officer of Buyer; however, failure to conduct an inspection and audit in any given
period will not constitute a waiver of Daramic’s right hereunder to inspect and audit.
	 
	8.	 	Title And Access. Title to Consigned Products shall remain in Daramic until withdrawal is
reported in Usage Reports (or deemed reported pursuant to Section 5) by Buyer. Either party
may terminate this Consignment arrangement immediately if it determines, in its sole
discretion, ***. Buyer will be responsible for any and all loss or damage while
handling or storing the Consigned Products hereunder. Buyer shall not permit the Consigned
Products to be subject to any charges, encumbrances, liens and security interests of others,
unless consented to by Daramic.
	 
	9.	 	Returned materials. Buyer shall not be entitled to return any material consigned hereunder
to Daramic unless such return is allowed under the Agreement.
	 
	10.	 	Uniform Commercial Code. Daramic shall be responsible for preparing and filing with the
appropriate office or agency any Uniform Commercial Code statements and other instruments as





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	 	 	Daramic shall reasonably deem necessary under the laws of the local jurisdictions where the
Consigned Products are located in order to reflect Daramic’s title in said Consigned
Products. Buyer shall provide reasonable assistance with such filings
	 
	11.	 	Termination. During the term of the Agreement, Buyer and Daramic may mutually agree in
writing to remove Facilities from Exhibit A. Upon termination of the Agreement or the removal
of a Facility from this consignment program, Buyer shall take title to and Daramic will
generate invoices for any unused Consigned Products not previously withdrawn. Such invoices
shall thereafter be payable within *** days from the date that the Consigned
Products in question were originally shipped to Buyer. The termination of the Agreement shall
automatically terminate this consignment arrangement.
	 
	12.	 	Entire Agreement. The provisions of the Agreement shall control over conflicting provisions
in these terms and conditions to the extent inconsistent herewith. No modifications of these
terms and conditions shall be binding on the parties unless in writing and signed by both
parties hereto.
	 
	13.	 	***





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Schedule B-1

European Consigned Inventory Facilities




***



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