Exhibit 10.19
CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND
230.406
**** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST FILED SEPARATELY WITH THE COMMISSION
(SUNCHEMICAL LOGO) SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
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CUSTOMER
SUPPLY AND EQUIPMENT
AGREEMENT
THIS AGREEMENT is entered into effective March 1, 2004 between SUN CHEMICAL
CORPORATION ("SUN CHEMICAL"), with offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇; and Network Communications ("CUSTOMER"), with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇.
1. PRODUCT SUPPLY
CUSTOMER agrees to purchase from SUN CHEMICAL **** of the products set forth on
Appendix A, attached hereto or in total ink or coating purchases (the
"PRODUCTS") for the term of this Agreement.
2. TERM
This Agreement shall continue through April 30, 2007. Thereafter, it may be
extended upon the mutual written agreement of the parties
3. PRICING
Initial pricing will be as set forth in Appendix A and will not change during
the first year of this Agreement. Thereafter, SUN CHEMICAL may increase its
prices upon thirty (30) days' written notice. Network Communications Inc
reserves the right to terminate this agreement if Sun Chemical is not price
competitive, without further liability except for payment for products used. A
**** discount will be paid annually to Network Communications throughout the
life of this contract. The first pay out will occur in January of 2005.
4. PAYMENT TERMS
Payment terms for the duration of this agreement will be net thirty 30 days from
date of invoice. Payments not made according to these terms will bear interest
from the date due at the lesser of (i) one percent (1%) per month or (ii) the
maximum rate then legally permissible, until paid.
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(SUNCHEMICAL LOGO) SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
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5. VALUE SERVICES
Please see appendix B
6. LIMITED WARRANTY/LIMITATION ON LIABILITY
The PRODUCTS sold hereunder are warranted to be free from defects in material
and workmanship and to comply with SUN CHEMICAL's written specifications.
EQUIPMENT is provided subject to the manufacturer's standard warranty. SUN
CHEMICAL DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR
PURPOSE. SUN CHEMICAL's sole obligation on account of breach of the foregoing
warranty is to promptly replace or correct defective product at its expense or,
at its option, to refund the purchase price thereof.
IN NO EVENT SHALL SUN CHEMICAL BE LIABLE FOR ANY LOSS OR DAMAGE, DIRECT,
INDIRECT, CONSEQUENTIAL OR INCIDENTAL, ARISING OUT OF THE USE OF, OR THE
INABILITY TO USE, PRODUCTS SOLD OR EQUIPMENT PROVIDED HEREUNDER, WHETHER SUCH
DAMAGE RESULTS FROM BREACH OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE AND
WHETHER OR NOT SUN CHEMICAL KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
LOSS OR DAMAGE.
Any EQUIPMENT of a third party shall be subject to such third party's warranty
and CUSTOMER shall look only to such third party for claims and SUN CHEMICAL
shall have no obligation or liability with respect thereto.
7. CONFIDENTIALITY
This Agreement, its subject matter and any and all information disclosed by one
party to the other hereunder shall be considered confidential and shall not be
disclosed or used for any unauthorized purpose by the receiving party; provided,
however, that the foregoing prohibition shall not pertain to information which
(a) is or hereafter enters the public domain through no fault of the receiving
party, (b) was previously known or independently developed by the receiving
party without resort to the confidential information (as shown by written
documentation), (c) is disclosed to the receiving party by a third party having
the right to do so, or (d) is required to be disclosed pursuant to governmental
or judicial order (in which case the receiving party shall give disclosing party
sufficient notice to challenge such disclosure).
It is agreed that the parties shall maintain the terms and conditions of this
Agreement, the pricing hereunder, and any technical information exchanged
hereunder as strictly confidential and shall not disclose them to any third
party; provided, however, that Sun Chemical shall be permitted to disclose and
provide this Agreement to any person or entity
(SUNCHEMICAL LOGO) SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
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to whom they assign or pledge this Agreement and/or the receivables created
hereby in connection with any financing, sale of such receivables or similar
arrangement.
8. TERMINATION
Either party may terminate this Agreement immediately upon giving written notice
in the event the other party (a) is subject to any proceeding for bankruptcy,
insolvency, trusteeship, dissolution, liquidation or winding up of affairs, (b)
ceases or threatens to cease to carry on its business, or (c) makes any
assignment for the benefit of creditors.
In addition, either party may terminate this Agreement by giving written notice
of a breach of any material obligation hereunder, which breach is not cured
within thirty (30) days of such notice.
9. GENERAL TERMS AND CONDITIONS
Amendments. No modifications of any of the provisions of this Agreement shall be
binding upon the parties unless made in writing and signed by a duly authorized
representative of each party.
Assignment. The rights and obligations under this Agreement shall not be
assigned, in whole or in part, by either party without the prior written consent
of the other.
Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of [Georgia Jurisdiction] (without giving effect to its choice of
laws provisions).
Notices. All notices required or permitted herewith shall be in writing and
shall be deemed duly given when personally delivered or sent by registered or
certified mail, return by letter as aforesaid, or by confirmed facsimile to the
addresses set forth at the beginning of this Agreement, or to such other address
as either party may hereafter designate in writing by like notice.
Force Majeure. Neither party shall be liable for delay or failure in the
performance of the obligations contained in this Agreement, other than for
payment of money due, arising solely from any extraordinary causes beyond the
control of the party concerned.
Entire Agreement. This Agreement (together with any attachment incorporated
herein) constitutes the entire understanding between the parties with respect to
the subject matter hereof, superseding all other understandings relating
thereto.
(SUNCHEMICAL LOGO) SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
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IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized representatives as of the date first written above.
SUN CHEMICAL CORPORATION NETWORK COMMUNICATIONS
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Title: Sales Title: Chief Financial Officer
Date: 6-2-04 Date: 3-31-04
(SUNCHEMICAL LOGO) SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
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APPENDIX A
NETWORK COMMUNICATIONS INC
MARCH, 04
WEB HEATSET
FORMULA NUMBER DESCRIPTION CONTAINER PRICE
-------------- ----------- --------- -----
NS91439 WOHS Process Black Tote ****
NS91445 WOHS Process Cyan Tote ****
NS91454 WOHS Process Magenta Tote ****
NS91462T WOHS Process Yellow Tote ****
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****
A 3% discount will be paid annually on the above pricing.
(SUNCHEMICAL LOGO) SUN CHEMICAL INK (GPI)
Sun Chemical Corporation
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APPENDIX B
Below are the Value Services Sun Chemical will provide Network Communications
1. PRESSROOM AUDITS
On a quarterly basis, Sun Chemical's Senior WOHS Technical Specialist will
perform pressroom audits. Each press at Network will be audited in the
following areas, Vibraters, Web Temperature, Fountain Solution Systems,
Chill Roll Systems, and over all production. A written report and a
personnel interview will take place with Network's pressroom personnel.
Both Sun Chemical and Network will seek to identify Continuous Improvement
Programs to initiate. The next Audit will take place in April of 2004.
2. PRINT ANALYSES
On a quarterly basis, Sun Chemical will perform a print analysis on printed
jobs that contain color bars at Network. Dot gains, print contrast, trap
quality and solid density will be reviewed and commented on in report form.
3. TRAINING
Sun Chemical's training modules will be reviewed. The appropriate modules
will be presented to Network's personnel
4. CONTINUOUS IMPROVEMENT
The above information will be used in the attempt to identify Continuous
Improvement programs. Sun Chemical will strive to lower the total cost to
print at Network.