PIDILITE
INDUSTRIES LIMITED (“PIL”)
Araldite
Business – Terms and Conditions for Vendors and Distributors
(“T&C”)
Preamble
The
agreement for acquisition of Araldite business between Pidilite
Adhesives Private Limited (PAPL) and Huntsman group has put certain
restrictions relating to the use of the Araldite Trademarks and
Araldite Know How (Araldite
IP).
Therefore PAPL since amalgamated with PIL, (“the Company”) is
required to observe compliances related to the use of Araldite IP.
This
T&C has to be strictly followed by the Company’s employees,
distributors, suppliers, toll manufacturers who deal in or involved
with Araldite IP.
Objective
The
sale, manufacture, marketing or promotional activities either by the
Company or its Affiliates, distributors, toll manufacturers, finished
goods (P2P) vendors and packaging material vendors, of the products
using Araldite IP shall not be undertaken:
- From
or to in any country that is or becomes subject to any U.S.,
European or United Nations trade sanctions or embargo;
-
Through
or for the benefit of any person subject to U.S., European or United
Nations sanctions, including persons designated on the U.S. Office
of Foreign Assets Control’s Specially Designated Nationals and
Blocked Persons (“SDN”)
List and persons 50% or more owned by SDNs; and
- outside
of Indian
Sub-continent and Region 2 (as defined below).
For
the purposes of the T&C, the following definitions (as may be
applicable) are relevant.
Definitions:
-
“Company”
means Pidilite Industries Limited;
- “Affiliate”
means, in relation to the Company, any subsidiary of the Company.
-
“Araldite
Know-How”
means any and all manufacturing technology, know- how, formulation,
proprietary information and includes any and all information
contained in the bill of material (formulations) and batch sheets
(the detailed manufacturing process) used directly or indirectly
(through intermediate raw materials) for any of the Araldite
products, whether or not labelled or identified as confidential or
proprietary and includes the modifications, inventions, trade
secrets, technical information, product information and plans,
research and development activities in relation thereto;
-
“Indian
Sub-Continent (ISC)” means
India, Afghanistan, Bangladesh, Bhutan, Maldives, Nepal, Pakistan
and Sri Lanka
- “Nominated
Customer” means a
customer reserved by the Company to itself or to third parties and
notified in writing by the Company to Distributor.
-
“Recipient”
means person (whether individual or any entity) receiving
confidential information of the Company.
-
“Region
2”
means Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar,
Philippines, Singapore, Thailand, Vietnam, Bahrain, Cyprus, Egypt,
Israel, Palestine, Jordan, Kuwait, Oman, Qatar, Saudi Arabia, United
Arab Emirates, Algeria, Angola, Benin, Botswana, Burkina Faso, Cabo
Verde, Cameroon, Chad, Comoros, Congo, Democratic Republic of the
Congo, Republic of the Cote d’Ivoire, Djibouti, Egypt, Equatorial
Guinea, Eritrea, Eswatini (formerly Swaziland), Ethiopia, Gabon,
Gambia, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho, Liberia,
Madagascar, Malawi, Mauritania, Mauritius, Morocco, Mozambique,
Namibia, Niger, Nigeria, Rwanda, Sao Tome and Principe, Senegal,
Seychelles, Sierra Leone, South Africa, Tanzania, Togo, Tunisia,
Uganda and Zambia;
-
“Retail
Trade” means the
business conducted through shops and stores of any type including
retail, semi-wholesale, wholesale as well as digital trade which is
not part of any manufacturing industry (any entity engaged in
manufacturing products), which shall include but not be limited to
the Manufacturing Industries.
-
“Manufacturing
Industries”
means the manufacturing industries listed hereinbelow.
Manufacturing
Industries
Main
Heading
|
As
per NACE Code
|
Aerospace
|
30.3.
Manufacture of air and spacecraft and related machinery
|
Transportation
|
29
less 29.32. Manufacture of motor vehicles, trailers and
semi-trailers
30
less 30.3. Manufacture of ships, railway locomotives, motorcycle
& military vehicles
|
Oil
& Gas
|
06.
Extraction: Oil & natural gas
|
Paints
& Coatings
|
20.3.
Manufacture of paints, varnishes, coatings & ink
|
Construction
|
42.
Civil Engineering
|
Electrical
Engineering
|
27.1
Manufacture of electric motors, generators, transformers and
electricity distribution and control apparatus
27.2
Manufacture of batteries and accumulators
35.1.
Electric power generation & distribution
|
Electronics
|
27.9.
Manufacture of other electrical equipment including capacitors
& resistors
26.3.
Manufacture of telecommunications equipment
|
Equipment
& Machineries
|
28.3.
Manufacture of agricultural machinery
|
30.
Manufacture of air and spacecraft and related machinery,
manufacture of railway locomotives, ships & other
transport equipment
33.15,
33.16 and 33.17. – Repair and maintenance of ships and boats,
of aircraft and spacecraft. Repair and Maintenance of other
transport equipment (such as locomotives, railroad cars,
buggies and wagons)
28.1.
Manufacture of general-purpose machinery
28.9.
Manufacture of machinery for mining, food & other industries
|
Wind
Energy
|
–
|
Compliances
required
-
Duty
of Confidentiality and Restrictions on Use
-
Recipient
shall safeguard the Araldite Know-How and shall
take all steps as are necessary to protect the integrity and secrecy
of the Araldite
Know-How
and to ensure against any unauthorized use or disclosure thereof;
-
Recipient
shall use the Araldite Know-How only for manufacture of defined
products, to the extent specified by the Company and only for the
benefit of the Company (Purpose);
-
Recipient
may, after obtaining the consent in writing of President
R&D,
disclose the Araldite Know-How to manufacturing unit(s) or tolling
contractor(s) appointed by the Company or to any other designated
employee(s) of the Company, to use the Araldite Know-How only for
the Purpose provided
that,
before making such a disclosure, the Recipient shall obtain an
undertaking as per format provided, from the concerned manufacturing
unit or tolling contractor or employee(s) to whom the disclosure is
proposed to be made;
-
Recipient
shall not use
or cause to be used or, apply or cause to be applied, the Araldite
Know-How
for any commercial purpose or derive any monetary or other benefit
from use of the same
for any personal benefits.
-
Recipient
shall not make any copies of the Araldite Know-How in any form;
-
Recipient
shall use the Araldite Know-how in the form provided and shall not
mix the Araldite Know-How with any existing know how/ technology
available with the Company in any manner;
-
Recipient
shall promptly inform President R&D of any potential, accidental
or threatened unauthorized use or disclosure
of the Araldite
Know-How;
-
Conditions
specific to Indian Sub-Continent (ISC)
-
Not
to authorize or permit sale or promotion of the products
of the Company (Products)
outside
of ISC or to any party that may sell the Products outside the ISC.
-
Authorise
or permit the use of Araldite trademark and related intellectual
property including knowhow in the ISC only
for
the manufacturing, sale and marketing of the following goods:
-
PVA
and polychloroprene adhesives of any size;
-
epoxy
adhesives (not more than net weight of 9 kilograms);
-
all
other adhesives in any package size provided it is sold in the
Retail Trade;
-
epoxy
resin with a net weight of 5 kilograms or less and epoxy hardener
with a net weight of 4 kilograms or less (separate invoices
allowed), for usage in combination to make epoxy adhesives;
-
sealants;
-
construction
chemicals; and
-
sandpaper,
masking tape and spray paints.
(c) Not
to authorize or permit the
use of Araldite trademark and related intellectual property including
know-how in the ISC for:
-
Use
of trademarks
ARALDITE
2000 and ARALDITE 2000+ in any package sizes and/ or for any
Product;
-
Direct
sales, promotion, marketing etc. (which terms will include selling
to a third party when I know that such third party will sell,
promote or market) any product in the Manufacturing Industries;
-
Sale
of epoxy resins or epoxy hardener used separately or in
combination to make products other than the adhesives covered in
paragraph 2 above; and
-
Sale
of adhesives in twin cartridge (used with applicator guns) of any
size to the Manufacturing Industries.
-
Conditions
specific to Region 2
- Not
authorize or permit sale or promotion of the products
of the Company (Products)
outside
of Region
2
or to any party that may sell the Products outside the Region 2.
- Authorise
or permit the use of Araldite trademark and related intellectual
property including knowhow in the Region 2 only
for the
manufacturing, sale and marketing of the following goods:
-
epoxy
adhesives, which are any combination of an epoxy resin and an epoxy
hardener in a package size of no more than 1.8 kilograms of which 1
kilogram is for resins and 0.8 kilogram is for hardeners; For
invoicing purposes, the Company shall be entitled to invoice resin
and hardener on separate invoices, as long as it is made clear that
the separate components are sold for use in combination to make
epoxy adhesives
-
PVA
and polychloroprene adhesives in any package size and weight;
-
construction
chemicals, sealants, sandpaper, masking tape and spray paints in any
package size and weight; and
-
other
adhesives (other than covered in (a) and (b) above) in a package
size of no more than 1.8 kilograms.
(c) Not
authorize or permit the
use of Araldite trademark and related intellectual property including
know-how in the Region 2 for:
-
Use
of trademarks ARALDITE 2000 and ARALDITE 2000+ trademarks in any
package sizes and / or any product;
-
direct
sale, promotion, marketing etc. (which terms will include selling to
a third party when Company or any of its Affiliates know that third
party will sell, promote or market) of any product in the
Manufacturing Industries except where manufacturing companies within
the Manufacturing Industries buy such products from the Company
through Retail Trade;
-
sale
of epoxy resins or epoxy hardener used separately or in combination
to make products other than the adhesives covered in paragraph 2
above; and
-
for
the sale of adhesives in twin cartridge (used with applicator guns)
of any size to the Manufacturing Industries.
List
of documentation for Vendors & Distributors1
Annexures
|
Particulars
|
|
Annexure
C-Undertakings/Certificates from Distributors/Stockists
|
C1
|
Undertaking
from domestic distributors/stockists
|
C2
|
Undertaking
from sub distributors/stockists appointed by PIL subsidiaries e.g.
Pidilite Lanka and Pidilite Bangladesh in ISC (excluding India)
|
C3
|
Certificate
from Auditors of distributors in Region 2
If
distributor does not have an auditor, then the certificate may be
issued by the Managing Director of the said distributor
|
|
Annexure
D-Annual Certificates from the toll manufacturers, packaging
material manufacturer or finished good vendor using Araldite IP
|
D1
|
Certificate
from P2P vendors
|
D2
|
Certificate
from Packing Material vendors
|
D3
|
Certificate
from Job workers/toll manufacturers
|
Annexure
C1
Undertaking
by the Stockist engaged in the sale or promotion of Araldite Products
As
a part of my arrangement with Pidilite Industries Limited (“the
Company”),
I, the undersigned, am/will be engaged in selling or promoting
certain products (“Araldite
Products”),
which are distributed by the Company.
In
this regard, I undertake and agree with the Company that:
-
I
will sell or promote the Araldite Products only to Retail Trade.
-
Manufacturing
industries
-
I
will not sell or promote the Araldite Products to Manufacturing
Industries, listed in the Compliance Monitoring Framework of the
Company;
-
I
will not sell or promote the Araldite Products to any other
manufacturing industries, unless specifically approved in writing by
the President/ CEO of the relevant Division of the Company.
-
I
will not sell or promote the Araldite Products on any E-Commerce
platform save and except to the extent specifically permitted by the
Company.
-
I
will not solicit
orders or sell
or promote the Araldite Products, directly or indirectly, including
to or from anybody who, to my knowledge, may sell or promote the
Araldite Products:
-
outside
of India;
-
for
the benefit of any person who are subject to or designated as
blocked persons, under the trade US, European or UN trade sanctions.
-
I
will not sell or promote Araldite/Klear Epoxy Resins and Epoxy
Hardeners separately or in combination to make products other than
adhesives.
-
I
shall abide by all the terms and conditions of distribution as per
the prevalent Company T&C from time to time.
-
I
will keep required vigilance on the market and incident(s) which
violate any of the stipulations mentioned above shall be promptly
reported by me to pil-legal@pidilite.com.
This
Undertaking shall form an integral part of my arrangement with the
Company.
Any
breach of the obligations contained hereunder may lead to termination
of my arrangement with the Company.
Name:
Designation:
Date:
Place
Annexure
C2
Undertaking
from [•]
I/
We refer to the arrangement between me/ us and [PSCBL/ PLPL] pursuant
to which I/ we have been appointed as a [dealer/ stockist] by [PSCBL/
PLPL] for selling the products imported by [PSCBPL/ PLPL]
(“Products”)
from Pidilite Industries Limited, a company incorporated in India
and/ or its affiliates (“Company”).
In
consideration of arrangement referred above, I/ We the undersigned
undertake and agree with [PSCBPL/ PLPL] and the Company that:
-
We
will sell the Products only to Retail Trade;
-
We
will not sell or promote the Products to Manufacturing Industries
listed in the Compliance Monitoring Framework of the Company;
-
We
will not sell or promote the Products to any other manufacturing
industries, unless specifically approved in writing by a director of
the Company;
-
We
will not sell the Products on any e-Commerce platform;
save and except to the extent specifically permitted by the Company
-
We
shall not solicit orders or sell or promote the Products, directly
or indirectly, including to or from anybody who, to our knowledge,
may sell or promote the Products:
-
Outside
the allocated territory of [];
-
to
any
country or region that is (at the time of sale
or promotion of the Products)
subject to the United States of America, Europe or United Nations
trade sanctions or embargo; and/or
-
for
the benefit of any person, property or interest in property which is
subject to U.S., European or United Nations sanctions, including
persons designated on the U.S. Office of Foreign Assets Control’s
Specially Designated Nationals and Blocked Persons (“SDN”)
List and persons 50% or more owned by SDNs.
-
I/
We will not sell or promote Epoxy Resins and Epoxy Hardeners
separately or in combination to make products other than adhesives.
-
We
will allow the Company’s and/ or [PSCBPL’s/ PLPL’s] nominated
officials/ representatives to inspect our records to ascertain
compliance with this Undertaking.
We
confirm that any non-compliance with/ violation of this undertaking
will render us liable for consequential damages and could result in
immediate termination of the arrangement between us and [PSCBPL/
PLPL].
Yours
sincerely.
[•]
Name:
[•]
Designation:
[•]
Date:
Place:
Annexure
C3
Format
of Annual Certificate from the Auditors/Managing Director of the
Distributor
[On
the letterhead of Distributor]
Date:
[•]
Pidilite
Industries Limited
Regent
Chambers, 7th
Floor,
208
Nariman Point,
Mumbai
– 400 021
Kind
Attn.: _______________2
Dear
Sir,
Re:
Certificate under Clause 4.12 of the Distribution Agreement dated [•]
between Pidilite Industries Limited and [•].
We
refer to the agreement dated [•] (“Agreement”)
executed by and between Pidilite Industries Limited and [•]
(“Distributor”).
As
required under Clause 4.12 of the Agreement, we hereby confirm that
during the calendar year [•],
the
Distributor has not
solicited orders or sold or promoted the Products, directly or
indirectly, including to or through anybody who, to Distributor’s
knowledge, may sell or promote the Products;
-
outside
of the Territory, as specified in Schedule I of the Agreement;
-
to
any
country or region that is (at the time of sale
or promotion of the Products)
subject to the United States of America, Europe or United
Nations trade sanctions or embargo; and/or
-
for
the benefit of any person, property or interest in property
which is subject to U.S., European or United Nations sanctions,
including persons designated on the U.S. Office of Foreign
Assets Control’s Specially Designated Nationals and Blocked
Persons (“SDN”)
List and persons 50% or more owned by SDNs.
Capitalised
terms used but not defined in this certificate shall have the meaning
assigned to them under the Agreement.
Yours
sincerely,
For
[•]
_________________________
Name
of the auditor/audit firm:
Name
of the signatory:
Designation:
Annexure
D1
Format
of Annual
Certificate
from the [managing director]/ [partner] of the Supplier
[On
the letterhead of the Supplier]
Date:
[•]
Pidilite
Industries Limited
Regent
Chambers, 7th
Floor,
208
Nariman Point,
Mumbai
– 400 021
Kind
Attn.: ________________3
Dear
Sir,
Re:
Certificate under Clause 3.4 of the Supply Agreement dated [•]
between Pidilite Industries Limited and [•].
I
refer to the agreement dated [•] (“Agreement”)
executed by and between Pidilite Industries Limited and [•]
(“Company”).
As
required under Clause 3.4 of the Agreement, I hereby confirm that
during the period between [•] and [•]:
-
The
Supplier has manufactured and packaged the Products only at the
Supplier’s premises at [•]
or
at such other premises as has been agreed to by Company in writing;
-
The
Supplier has not sourced/ procured any Materials from any Person
who, at the time of such procurement, (i) was located
in any country or region that was subject to the United States of
America, Europe or United Nations trade sanctions or embargo; and/
or (ii) was
subject to U.S., European or United Nations sanctions, including
persons designated on the U.S. Office of Foreign Assets Control’s
Specially Designated Nationals and Blocked Persons (“SDN”)
List and/ or 50% or more owned by SDNs; and/ or (c) was a
Person in whom any interest of any nature was held by any Person or
Persons referred to in (ii) above.
Capitalised
terms used but not defined in this certificate shall have the meaning
assigned to them under the Agreement.
Yours
sincerely,
For
[•]
______________________________
Authorised
Signatory
Name:
[•]
Designation:
[Managing Director]/ [Partner]
Annexure
D2
Format
of Annual Certificate from the [managing director]/ [partner] of the
Vendor
[On
the letterhead of the Vendor]
Date:
[•]
Pidilite
Industries Limited
Regent
Chambers, 7th
Floor,
208
Nariman Point,
Mumbai
– 400 021
Kind
Attention: ______________4
Dear
Sir,
Re:
Certificate under Clause 4.3.3 of the Purchase Agreement dated [•]
between Pidilite Industries Limited and [•].
I
refer to the agreement dated [•] (“Agreement”)
executed by and between Pidilite Industries Limited and [•]
(“Company”).
As
required under Clause 4.3.3 of the Agreement, I hereby confirm that
during the period between [•] and [•]:
-
It
was not subject
to U.S., European or United Nations sanctions and no person
designated on the U.S. Office of Foreign Assets Control’s
Specially Designated Nationals and Blocked Persons (“SDN”)
List held 50% or more in the Vendor;
-
the
Products manufactured by the Vendor for the Company and affixed with
Company’s Trade Marks were manufactured only at the Vendor’s
premises at survey
No. 12/1, Joida Taluka, Uttar Karnataka, 581453
or at such other premises in India, as was agreed by the Company in
writing; and
-
the
materials
necessary for manufacturing the Products were
not sourced/ procured from any person who, at the time of such
procurement, (i) was located
in any country or region that was subject to the United States of
America, Europe or United Nations trade sanctions or embargo; and/
or (ii) was
subject to U.S., European or United Nations sanctions, including
persons designated on the U.S. Office of Foreign Assets Control’s
Specially Designated Nationals and Blocked Persons (“SDN”)
List and/ or 50% or more owned by SDNs; and/ or (iii) was a
Person in whom any
interest of any nature was held by any Person or Persons referred to
in (ii) above.
Capitalised
terms used but not defined in this certificate shall have the meaning
assigned to them under the Agreement.
Yours
sincerely,
For
[•]
____________________________
Authorised
Signatory
Name:
[•]
Designation:
[Managing Director]/ [Partner]
Annexure
D3
Format
of Annual Certificate from the Partner/Managing Director of the Job
Worker
Date:
[•]
Pidilite
Industries Limited
Regent
Chambers, 7th
Floor,
208
Nariman Point,
Mumbai
– 400 021
Kind
Attn.: ______________5
Dear
Sir,
Re:
Certificate under Clause 9.1.12 of the Job Worker Agreement dated
________between
Pidilite
Industries Limited and ____________________ (Name of the processor)
I
refer to the agreement dated _____________ (“Agreement”)
executed by and between Pidilite Industries Limited (“Company”)
and ________________ (“Processor”).
As
required
under
Clause
9.1.12
of
the
Agreement,
I
hereby
confirm
that
during
the
period
between
[•]
and [•]:
The
Processor has ensured that no person, who is subject to U.S.,
European or United Nations sanctions,
including persons designated on the U.S. Office of Foreign Assets
Control’s Specially Designated Nationals and Blocked Persons
(“SDN”) List and persons 50% or more owned by SDNs, has any
interest of any nature in the Factory or any facility at which any
part of the Products is manufactured or processed.
Capitalised
terms used but not defined in this certificate shall have the meaning
assigned to them under the Job Worker Agreement.
Yours
sincerely,
For
_________________
Name:
Designation:
Note:
-
By
agreeing to do business with PIL under applicable purchase order
terms and conditions or in accordance with a separate written
contract, if any, you and PIL agree to be bound by the above
provisions, in addition to any terms and conditions that
otherwise may apply to our existing business relationship (the
“Business Relationship”). It is further agreed that the above
provisions, to the extent they are inconsistent, shall supersede
any terms and conditions included in any purchase orders,
invoices for goods or services, or other oral or written
agreements that we may have in connection with the Business
Relationship.
-
PIL
may amend or modify the T&C mentioned herein from time to
time at its discretion.
1
The frequency of the undertakings shall be decided by PIL from time
to time.
2
Name of the Business Head/Manager
3
Name of the Business Head/Manager
4
Name of the Business Head/Manager
5
Name of the Business Head/Manager