Supply
Contract
Between
Febra-Kunststoff GmbH, 74336
Brackenheim-Dürrenzimmem, Germany
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hereinafter
referred to as “ Febra ” -
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XL Generation AG, CH-6304 Zug,
Switzerland
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hereinafter
referred to as “ XLG ” -
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BASF Aktiengesellschaft, 67056
Ludwigshafen, Germany
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hereinafter
referred to as “ BASF ”
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Febra and XLG
hereinafter also referred to as “ Party
” or “ Parties ”.
WHEREAS XLG is
willing to purchase and take Molded EPP-Sheets (“
Padding Sheets ”) from Febra for sport-field
surfaces and other types or surfaces.
WHEREAS Febra
needs Neopolen® P (“ Product ”)
for the production of Padding sheets.
WHEREAS under
the terms of an other agreement (“ Agreement
”) BASF shall sell to Febra and Febra shall purchase and take
from BASF such Product.
WHEREAS Febra
needs certain tools (“ Tools ”) for
the production of the Padding Sheets that have to be acquired just
for the purpose of the Supply Contract.
WHEREAS under a
third agreement BASF and Febra shall agree to finance such Tools
jointly.
THEREFORE, the
Parties - and concerning §2 the Parties and BASF - agree as
follows:
§
1
Subject of the Supply
Contract
Febra shall
sell and deliver Padding Sheets to XLG and XLG shall purchase and
take Padding Sheets from Febra in accordance with the terms and
conditions set forth in this supply contract (“
Supply Contract ”).
XLG shall
purchase and take from Febra at least 100 metric tons (“
mt ”) Padding Sheets per year.
The Padding
Sheets shall have the quality as set forth in Annex
1 .
The purchase
price for Padding Sheets shall be as set forth in Annex
2 .
Payments shall
be made within 30 days after date of invoice.
EXW according
to incoterms 2000 of ICC.
Ownership of
the Padding Sheets is transferred to XLG upon full payment for the
particular delivery.
Febra’s
total liability for any cause of action associated with the Supply
Contract, whether based in tort, contract, strict liability or any
other legal theory is expressly limited to replacement of
nonconforming Padding Sheets or payment in amount not to exceed the
purchase price of the specific Padding Sheets for which damages are
claimed, at Febra’s option. In no event shall Febra be liable
for any other damages including, without limitation, incidental,
special, punitive or consequential damages.
§
9
Inspection of the Padding
Sheets
XLG shall
inspect the Padding Sheets supplied hereunder immediately after
delivery and prior to processing it. XLG must raise any claims
concerning quality or quantity deficiencies which can be discovered
by reasonable examination within 10 (ten) days from the arrival of
each delivery at the designated delivery site in writing, all other
deficiencies must be claimed in writing within 6 (six) months after
arrival of each delivery at the designated delivery
site.