HEREINAFTER CALLED " BEKA " ) , A LIMITED LIABILITY COMPANY UNDER BELGIAN LAW , WHICH IS A SUBSIDIARY OF THE BELGIAN GROUP BEKAERT , ONE OF THE LEADING WORLD PRODUCERS OF WIRE AND WIRE PRODUCTS , AND HAS A SINGLE FACTORY EMPLOYING SOME 350 PERSONS WHICH MANUFACTURES NEEDLES FOR BOTH DOMESTIC AND INDUSTRIAL SEWING MACHINES .
THE TWO UNDERTAKINGS CONCLUDED THE NOTIFIED AGREEMENT FOR THE FOLLOWING REASONS :
HAVING FOUND THAT BOTH WERE MAKING AND SELLING NEEDLES FOR DOMESTIC SEWING MACHINES , BUT THAT THEIR RESPECTIVE CAPACITIES FR PRODUCING THESE ARTICLES WERE TOO LOW TO ENABLE THEM TO SELL AT SUFFICIENTLY COMPETITIVE PRICES , THEY DECIDED IN 1969 TO CONCENTRATE THEIR PRODUCTION IN A SINGLE FACTORY , THAT OF BEKA AT EUPREN , IN ORDER TO BE ABLE TO REDUCE MANUFACTURING COSTS BY MEANS OF PRODUCTION-LINE MANUFACTURE . AS A RESULT OF THAT DECISION , THE MANUFACTURE OF NEEDLES AT THE PRYM FACTORY AT STOLBERG WAS TO CEASE AND THE PLANT AND EQUIPMENT WERE TO BE TRANSFERRED TO EUPEN . IN RETURN , PRYM OBTAINED A 25 % SHARE IN BEKA'S CAPITAL AND A GUARANTEE THAT IT WOULD BE ABLE TO OBTAIN ALL ITS LONGTERM REQUIREMENTS OF NEEDLES FROM BEKA .
THE NOTIFIED AGREEMENT NOW PROVIDES AS FOLLOWS :
PRYM UNDERTAKES :
( A ) AFTER THE END OF 1970 , NOT TO MANUFACTURE OR CAUSE TO BE MANUFACTURED ON ITS BEHALF NEEDLES FOR DOMESTIC SEWING MACHINES ;
( B ) NOT TO BUY OR CAUSE TO BE BOUGHT ON ITS BEHALF ANY SUCH NEEDLES FROM SOURCES OTHER THAN BEKA ;
( C ) TO OBTAIN ALL ITS REQUIREMENTS SOLELY FROM BEKA , AT THE PRICES AND ON THE TERMS LAID DOWN IN THE AGREEMENT ;
( D ) TO SEND BEKA AT THE END OF EACH YEAR A SCHEDULE OF ITS REQUIREMENTS FOR THE FOLLOWING YEAR .
BEKA UNDERTAKES TO SUPPLY PRYM , ON THE LATTER'S INSTRUCTIONS , WITH ALL THE QUANTITIES OF NEEDLES IT REQUIRES , WITHIN NORMAL DELIVERY PERIODS AND ON THE SPECIAL TERMS LAID DOWN IN THE AGREEMENT .
IF BEKA IS UNABLE TO SUPPLY PRYM'S FULL REQUIREMENTS , EVEN BY PURCHASES FROM THIRD PARTIES , PRYM IS ENTITLED TO OBTAIN SUPPLIES ELSEWHERE , ON CONDITION THAT IT INFORMS BEKA OF THE NAME OF THE SUPPLIER AND THE QUANTITIES INVOLVED .
BEKA IS TO SELL THE NEEDLES TO PRYM AT PROVISIONAL PRICES , WHICH ARE FIXED IN THE AGREEMENT AND ARE TO BE ALTERED PROPORTIONATELY IF THE FACTORS ON THE BASIS OF WHICH THEY WERE CALCULATED VARY BY MORE THAN 5 % ON THE WHOLE AS A RESULT OF WAGE INCREASES , CHANGES IN PRICES OF RAW MATERIALS OR SAVINGS RESULTING FROM RATIONALIZATION . THE FINAL PRICES FOR BEKA'S DELIVERIES TO PRYM , WHICH ARE DETERMINED AT THE END OF EACH YEAR IN ACCORDANCE WITH A SCHEDULE ANNEXED TO THE AGREEMENT , ARE CALCULATED IN RELATION TO THE FINAL PRICES OBTAINED FROM THE CUSTOMERS BY PRYM ; HOWEVER , THEY MUST NEVER BE LESS THAN