NOT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT (AN
"ORDER").
(B)
PURCHASER WILL QUARTERLY PROVIDE SUPPLIER
WITH ROLLING FORECASTS PROJECTING PURCHASER'S ESTIMATED DEMAND FOR THE
PRODUCTS.
SUCH ROLLING FORECASTS ARE INTENDED SOLELY FOR THE PURPOSE OF
ASSISTING SUPPLIER IN ITS PLANNING AND PROCUREMENT OF MATERIALS FOR PRODUCT.
(C)
DURING THE TERM OF THIS AGREEMENT,
PURCHASER SHALL PAY TO SUPPLIER US$XXXX* PER KILOGRAM, DRY BASIS, OF IRON
SUPPLIED AS A FERRIC HYDROXIDE SOLUTION AND US$XXXX* PER KILOGRAM, DRY BASIS, OF
DEXTRAN SUPPLIED AS A HYDROGENATED DEXTRAN SOLUTION (EACH SUCH AMOUNT IS
REFERRED TO AS THE "BASE PRICE"); PROVIDED, HOWEVER, THAT DURING THE SECOND AND
EACH SUBSEQUENT YEAR OF THIS AGREEMENT, SUPPLIER MAY INCREASE THE BASE PRICE FOR
EACH PRODUCT, NOT TO EXCEED MORE THAN XXXX* PERCENT (XX*%) PER ANNUM, SOLELY FOR
XXXX* AS REASONABLY DOCUMENTED BY WRITTEN EVIDENCE PROVIDED BY SUPPLIER TO
PURCHASER.
(D)
DURING YEARS 6-10 OF THIS AGREEMENT,
SUPPLIER MAY ADD TO THE BASE PRICE OF EACH PRODUCT (AS CALCULATED PURSUANT TO
PARAGRAPH (C) ABOVE) A SURCHARGE (THE "SURCHARGE") AS SET FORTH BELOW:
XXXX*
The foregoing Surcharges apply during each specified year, but are not
cumulative.
(E)
DURING YEARS 1-5 OF THIS AGREEMENT, THE
"PRICE" FOR EACH PRODUCT SHALL BE THE BASE PRICE CALCULATED AS SET FORTH IN
PARAGRAPH (C) ABOVE.
DURING YEARS 6-10 OF THIS AGREEMENT, THE "PRICE" FOR EACH
PRODUCT SHALL BE THE SUM OF THE BASE PRICE CALCULATED AS SET FORTH IN PARAGRAPH
(C) ABOVE PLUS THE SURCHARGE FOR SUCH YEAR AS SET FORTH IN PARAGRAPH (D) ABOVE.
(F)
PURCHASER SHALL PAY THE PRICE FOR EACH
ORDER OF PRODUCTS SET FORTH IN THE INVOICE DELIVERED BY SUPPLIER TO PURCHASER
WITH RESPECT THERETO WITHIN THIRTY (30) DAYS AFTER INVOICE DATE (WHICH SHALL BE
NO EARLIER THAN THE DATE THE PRODUCTS ARE RECEIVED BY PURCHASER) OF SUCH
PRODUCT, UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES HERETO.
(G)
EXCEPT AS PROVIDED IN SECTION 4(B) BELOW,
ANY NATIONAL, STATE, PROVINCIAL, COUNTY OR MUNICIPAL SALES OR USE TAX, EXCISE,
OR SIMILAR CHARGE OR ANY OTHER TAX ASSESSMENT, LICENSE, FEE OR OTHER CHARGE
ASSESSED OR CHARGED IN THE SALE OF PRODUCTS SOLD TO PURCHASER BY SUPPLIER
PURSUANT TO THIS AGREEMENT SHALL BE THE RESPONSIBILITY OF PURCHASER, AND SHALL
BE PAID BY PURCHASER TO SUPPLIER WITH RESPECT TO EACH ORDER OF PRODUCT IN
ADDITION TO THE PRICE.
*
Confidential portions omitted and filed separately with the Commission.
2
4.
OTHER TERMS AND CONDITIONS OF PURCHASE
AND SALE.
UNLESS EXPRESSLY OTHERWISE AGREED IN WRITING BY SUPPLIER, ALL ORDERS
SHALL BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, IN ADDITION TO THOSE SET
FORTH IN THE OTHER SECTIONS OF THIS AGREEMENT:
(A)
ALL ORDERS SHALL BE GOVERNED EXCLUSIVELY BY
THE TERMS OF THIS AGREEMENT NOTWITHSTANDING IN PARTICULAR BUT WITHOUT LIMITATION
ANY TERMS CONTAINED IN ANY PURCHASE ORDER BY PURCHASER OR ACKNOWLEDGEMENT OF
SAME BY SUPPLIER.
(B)
ALL PRODUCTS ARE SOLD BY SUPPLIER FOB
LENEXA, KANSAS.
SUPPLIER SHALL PAY ALL FREIGHT CHARGES, CUSTOM CHARGES AND
DUTIES AND TITLE SHALL PASS TO PURCHASER