Araldite In Action
Araldite – Vendors & Distributors Business Terms

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:

  1. From or to in any country that is or becomes subject to any U.S., European or United Nations trade sanctions or embargo;
  1. 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
  1. 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:

  1. “Company” means Pidilite Industries Limited;
  2. “Affiliate” means, in relation to the Company, any subsidiary of the Company.
  3. “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;
  4. “Indian Sub-Continent (ISC)” means India, Afghanistan, Bangladesh, Bhutan, Maldives, Nepal, Pakistan and Sri Lanka
  5. “Nominated Customer” means a customer reserved by the Company to itself or to third parties and notified in writing by the Company to Distributor.
  6. “Recipient” means person (whether individual or any entity) receiving confidential information of the Company.
  7. “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;
  8. “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.
  9. “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

  1. Duty of Confidentiality and Restrictions on Use
  1. 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;
  2. 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);
  3. 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;
  4. 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.
  5. Recipient shall not make any copies of the Araldite Know-How in any form;
  6. 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;
  7. Recipient shall promptly inform President R&D of any potential, accidental or threatened unauthorized use or disclosure of the Araldite Know-How;
  8. Conditions specific to Indian Sub-Continent (ISC)
  9. 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.
  1. 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:
  1. PVA and polychloroprene adhesives of any size;
  2. epoxy adhesives (not more than net weight of 9 kilograms);
  3. all other adhesives in any package size provided it is sold in the Retail Trade;
  4. 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;
  5. sealants;
  6. construction chemicals; and
  7. 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:

  1. Use of trademarks ARALDITE 2000 and ARALDITE 2000+ in any package sizes and/ or for any Product;
  2. 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;
  3. 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
  4. Sale of adhesives in twin cartridge (used with applicator guns) of any size to the Manufacturing Industries.
  1. Conditions specific to Region 2
    1. 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.
  1. 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:
  1. 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
  2. PVA and polychloroprene adhesives in any package size and weight;
  3. construction chemicals, sealants, sandpaper, masking tape and spray paints in any package size and weight; and
  4. 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:

  1. Use of trademarks ARALDITE 2000 and ARALDITE 2000+ trademarks in any package sizes and / or any product;
  2. 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;
  3. 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
  4. 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:

  1. I will sell or promote the Araldite Products only to Retail Trade.
  1. Manufacturing industries
  1. I will not sell or promote the Araldite Products to Manufacturing Industries, listed in the Compliance Monitoring Framework of the Company;
  2. 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.
  1. 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.
  1. 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:
  1. outside of India;
  2. for the benefit of any person who are subject to or designated as blocked persons, under the trade US, European or UN trade sanctions.
  1. I will not sell or promote Araldite/Klear Epoxy Resins and Epoxy Hardeners separately or in combination to make products other than adhesives.
  1. I shall abide by all the terms and conditions of distribution as per the prevalent Company T&C from time to time.
  1. 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:

  1. We will sell the Products only to Retail Trade;
  1. We will not sell or promote the Products to Manufacturing Industries listed in the Compliance Monitoring Framework of the Company;
  1. We will not sell or promote the Products to any other manufacturing industries, unless specifically approved in writing by a director of the Company;
  1. We will not sell the Products on any e-Commerce platform; save and except to the extent specifically permitted by the Company
  1. 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:
  1. Outside the allocated territory of [];
  2. 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
  3. 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.
  1. I/ We will not sell or promote Epoxy Resins and Epoxy Hardeners separately or in combination to make products other than adhesives.
  1. 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;

  1. outside of the Territory, as specified in Schedule I of the Agreement;
  2. 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
  3. 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 [•]:

  1. 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;
  1. 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 [•]:

  1. 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;
  1. 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
  1. 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:

  1. 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.
  2. 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