SUPPLY AGREEMENT INTERNATIONAL TRUCK AND ENGINE CORPORATION

Supply Agreement

You are currently viewing:

This Supply Agreement involves

CORE MOLDING TECHNOLOGIES INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: SUPPLY AGREEMENT INTERNATIONAL TRUCK AND ENGINE CORPORATION
Governing Law: Illinois Date: 3/28/2007
Industry: FABRUB Sector: BASICM

Search Supply Agreement by:

Exhibit 10(b)

[*] TEXT OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Confidential Treatment Requested by Core Molding Technologies, Inc.
Under 17 C.F.R. Sections 200.80(B)(4), 200.83 and 240.24b-2

[INTERNATIONAL LOGO]

SUPPLY AGREEMENT

INTERNATIONAL TRUCK AND ENGINE CORPORATION
AND
Core Molding Technologies Inc. and Core Composites
Corporation

Table of Contents


TERMS			4
1. TERM OF AGREEMENT			4
2. FREIGHT			4
3. PAYMENT TERMS			4
PRODUCT			4
4. PRODUCT TERMS			4
5. PRICING			5
6. VOLUME GROWTH			6
7. MATERIAL CLAUSE			6
8. SERVICE PARTS AVAILABILITY			7
9. PACKAGING AND PACKING			8
10. LABELING			8
11. VOLUMES			8
12. TOOLING			8
13. PRODUCT IMPROVEMENTS / COST REDUCTION			9
14. FORCED SELLER CHANGES, OBSOLESCENCE, AND NEW PRODUCTS			9
15. PRODUCT REGULATORY COMPLIANCE			10
16. PRICING, QUANTITY, REBATE AND FREIGHT DISPUTES			10
17. INSPECTION OF PRODUCTS			11
SELLER PERFORMANCE			11
18. PERFORMANCE ACHIEVEMENT			11
19. KEEP COMPETITIVE AGREEMENT			11
20. SUPPLY FAILURE			11
21. LATE DELIVERY CHARGES			12
22. ASSURANCE OF PERFORMANCE			12
23. REIMBURSEMENT FOR NON-PERFORMANCE BY SELLER			12
24. WARRANTY			13
25. REIMBURSEMENT FOR WARRANTY CLAIMS			13
26. FINANCIAL VIABILITY			14
27. AUDIT RIGHTS			14
28. NAFTA DOCUMENTATION			14
29. SUPPLIER DIVERSITY PROGRAM			14
30. VALUE SELLING			15
ENGINEERING/TECHNICAL SUPPORT			15
31. GENERAL			15
32. ENGINEERING SPECIFICATION AND PRODUCT COMPLIANCE			15
33 TRUCK ENGINEERING CAD/CAM SUPPLIER DESIGN DATA REQUIREMENTS			16
34. ELECTRONIC DATA INTERCHANGE (EDI) TRANSACTION REQUIREMENTS			16
35. INFORMATION TECHNOLOGY			17
36. QUALITY REGISTRATION			18
LEGAL/REGULATORY			18
37. COMPLIANCE WITH LAWS AND REGULATIONS			18
38. NON-COMPLIANCE CHARGES			18
39. MATERIAL SAFETY DATA SHEETS (MSDS)/SUBSTANCE RESTRICTIONS			18
40. NON-DISCRIMINATION			19
41. VETERANS’ READJUSTMENT ASSISTANCE ACT			19
42. MECHANIC’S LIEN			19
43. GOVERNMENTAL REQUIREMENTS			19
44. INDEMNIFICATION			20
45. LIABILITY INSURANCE			21
46. REMOVAL OF IDENTITY OF BUYER			22
47. NEW BUSINESS			22
48. CONFIDENTIAL INFORMATION / INTELLECTUAL PROPERTY			22
49. TERMINATION			24
MISCELLANEOUS			25
50. ASSIGNMENT OF RIGHTS AND DUTIES			25
51. MODIFICATION AND AMENDMENT OF AGREEMENT			25
52. CHOICE OF LAW			25
53. CONSENT TO JURISDICTION			25
54. SEVERABILITY			26
55. NO LIMITATION OF RIGHTS AND REMEDIES; SPECIFIC PERFORMANCE			26
56. FORCE MAJEURE			26
57. ENTIRE AGREEMENT			27


58. NOTICES			27
59. NO WAIVERS			28
60. CONSTRUCTION			28
61. HEADINGS			29
62. COUNTERPARTS			29
APPENDIX A – PRODUCT DESCRIPTION			31
APPENDIX B — PRODUCT PRICING SCHEDULE			32
APPENDIX C — NON-CONFORMANCE CHARGE SCHEDULE			33

TERMS

1.		TERM OF AGREEMENT

		This Supply Agreement (the “Agreement) between INTERNATIONAL TRUCK AND ENGINE CORPORATION (the “Buyer”) and Core Molding Technologies (the “Seller”), dated November 1, 2005 (the “Effective Date”) will be for an initial term of 6 Years years commencing November 1, 2005 and terminating October 31, 2011 unless otherwise terminated as provided herein (the “Initial Term”). This Agreement may be extended for additional terms of one year (each a “Renewal Term”) provided that both parties agree in writing to such extension no later than sixty (60) days prior to expiration of the Initial Term or renewal term, as the case may be. This Agreement is effective as of the Effective Date and shall remain in effect until either terminated by either party in accordance with the terms of this Agreement or the expiration of the Agreement at the end of the Initial Term or any Renewal Term.

2.		FREIGHT

	A.		Seller agrees to use only those freight carriers specified by Buyer. Buyer must approve in writing any other freight carriers used by Seller prior to shipment. The terms of delivery for all Products (as defined below) sold pursuant to this Agreement shall be F.O.B. at Seller’s United States’ plants. Seller further agrees to ship any and all service parts to multiple locations as required by Buyer’s Distribution Network.

	B.		Seller is responsible for following Buyer’s routing instructions and handling all transportation activities efficiently and effectively. Specifically, Seller is required to have Product staged for delivery and paperwork accurately prepared to support the freight carrier’s prearranged pick-up time. The Seller is responsible for paying additional transportation charges billed by the freight carrier on charges caused by seller. Buyer expects Seller to settle properly documented charges promptly. Seller’s failure to do so will result in freight debits to Seller.

	C.		Seller shall not be liable for meeting shipping schedules due to transportation equipment availability (lack of).

3.		PAYMENT TERMS

		Payment terms under this Agreement shall be [*] from date of receipt of an invoice from Seller, or the date of receipt of the Products (as defined below) by Buyer, whichever is later. All payments shall be made in U.S. dollars.

PRODUCT

PRODUCT TERMS

During the Initial Term (or Renewal Term, if any) of this Agreement, Buyer shall purchase from Seller, and Seller shall sell to Buyer, one hundred percent (100%) of


		^* Confidential Treatment Requested by Core Molding Technologies, Inc.

			Buyer’s original equipment, and up to one hundred percent (100%) of Buyer’s service requirements as they presently exist for fiberglass reinforced products and sheet molded compound as detailed in the written specifications, drawings, part numbers, design and style of Buyer (“Product”), attached hereto as Appendix A – PRODUCT DESCRIPTION/PRODUCT PRICING, or as they may be hereafter improved or modified if such improvements and modifications are approved by Buyer in writing, except where the Buyer’s customer specifies another supplier’s product. Buyer’s requirements for modules, which may or may not include similar components or equipment as the Products herein, are not included in Seller’s or Buyer’s obligations under this section.

	B.		Buyer reserves the exclusive right at any time to make changes or modifications to the drawings and specifications of any Products, materials, or work covered by this Agreement which are designed by Buyer, or are uniquely designed or created for Buyer. Any difference in price or time for performance resulting from such changes shall be equitably adjusted, and the Agreement shall be amended and modified in writing accordingly.

	C.		During the Initial Term (and Renewal Term, if any) of this Agreement, Seller shall not sell, give, transfer or in any way cause to be or facilitate to be manufactured or sold the Products or any derivatives of Products identified in Appendix B – PRODUCT PRICING SCHEDULE of this Agreement and any Products sold to Buyer under this Agreement to any other party other than Buyer, unless expressly authorized in writing by Buyer.

	D.		Seller hereby agrees to provide Buyer’s Service Requirements for Products solely through the Buyer’s Parts Distribution Network or Buyer’s designated Affiliates and Seller is hereby prohibited from distributing such Products to Buyer’s Customers through any alternate aftermarket distribution channel, unless written authorization to do so has been obtained from Buyer.

	E.		Shipments of Products by Seller must equal the exact quantity ordered by Buyer, though consideration must be given to allow for optimization of packaging and freight, unless otherwise agreed to in writing by Seller and Buyer. Shipping schedules may contain authorization by Buyer to the Seller to fabricate within a time specified quantities of Products under this Agreement, the delivery of which has not been specified by Buyer.

PRICING

	A.		Similar Pricing for Production Products and Service Parts . Products used for OEM production vehicles (“Production Parts”), Products used to service previously sold Production Products (“Service Parts”), and packaging, if applicable, shall be quoted and priced by Seller to Buyer at the equivalent pricing levels. Price reductions granted to Buyer by Seller on Production Products will also apply to all corresponding Service Parts.

	B.		Evidence of Cost to Buyer . Seller must provide Buyer with cost transparencies satisfactory to Buyer including costs, packaging, if applicable, to Seller for all Products covered in this Agreement.

	C.		Pricing of Products . Pricing for Products shall under no circumstances exceed pricing of similar products to Seller’s Parts Distributors. Upon receipt of a written request from Buyer, Seller hereby agrees to provide Buyer’s Supply Manager with all necessary documentation to evidence Seller’s compliance with its agreement set forth in the previous sentence of this section.

	D.		Similar Terms as Seller’s Other Customers . Seller will provide Products to Buyer with terms and conditions on an overall basis that are no less favorable than those of any other customer of Seller purchasing comparable quantities of the same or similar Products.

	E.		[*]

Current prices for Products are set forth in Appendix B – PRODUCT PRICING SCHEDULE.

[*]


		^* Confidential Treatment Requested by Core Molding Technologies, Inc.

SERVICE PARTS AVAILABILITY

	A.		Service Parts for the Products covered by this Agreement will be furnished and combined with Buyer’s Production Product orders. If Buyer ceases production of any product incorporating a Product covered by this Agreement, Seller shall continue to perform normal maintenance to tools, jigs and fixtures at no charge to Buyer.

			Buyer is responsible for repair and replacement beyond normal maintenance on tools jigs and fixtures (secondaries) and supply Buyer with the Products necessary to satisfy Buyer’s past model service and replacement requirements for Product for a minimum of ten (10) years after cessation of production.

			Buyer agrees that economic incentives provided by the Seller associated with this agreement have a basis upon product volume. Buyer agrees to provide Seller with the following increase schedule for out of production part numbers.

	a.		[*]

	b.		[*]

	c.		[*]

	d.		[*]

	e.		[*]

	B.		In addition, upon termination or expiration of this Agreement, Buyer shall have the opportunity for a one-time buy of Products by Buyer to fulfill such service and replacement requirements. Buyer and Seller shall negotiate in good faith with respect thereto.

	C.		There will be annual review in September to look at potential for all time run (ATR) opportunities on service parts not to exceed $100,000.00 of inventory.


		^* Confidential Treatment Requested by Core Molding Technologies, Inc.

PACKAGING AND PACKING