1. REBATE PAYOUT
The Rebate will be paid via Credit Memo following the end of the term consistent with the terms noted under the section below titled “Payment Terms.” At the time of payment, Purchaser’s account must be in good standing. LPM – NA may withhold Rebate payments to apply against overdue balances and unearned discounts. Past due balances owed LPM – NA may not be offset by Rebates owed under this Agreement.
Adjustments to pricing may be made by LPM – NA to reflect changes in costs or due to marketplace conditions. Purchaser will be notified in writing no later than thirty (30) days before any such increase in price levels can take effect. LPM – NA’s “Customer Quote Statement” will serve as the reference for current pricing on all products.
3. PAYMENT TERMS
Payments not received within net terms and discounts taken outside of terms will be included in determining total Rebate volume level, but will be excluded from the Rebate calculation (i.e. Rebate will not be paid on any invoices paid outside of terms.) If discounts are taken outside of terms, the amount of any such discount will be subtracted from the next Rebate payout.
4. ACQUISITIONS BY PURCHASER
If Purchaser acquires any converter (or substantially all of any converter’s assets) during the Term of this Agreement via merger, asset sale, stock sale, or any other type of transfer, the Rebate Threshold levels set forth above shall not be adjusted and the acquired converter’s past and future purchases shall not count toward those thresholds.
5. ACQUISITIONS OF PURCHASER
If Purchaser (or substantially all of its assets) is acquired during the Term of this Agreement (via merger, asset sale, stock sale, or any other type of transfer), this Agreement automatically terminates as of the effective date of the transaction and cannot be assigned or transferred by Purchaser. Any such transfer or attempt to transfer shall be null and void.
The terms of this Agreement shall not be disclosed by either party to any third party without the prior written consent of the other party. This restriction does not apply to disclosures to purchaser professional advisors such as tax advisors and auditors.
7. GOVERNING LAW
This Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio.
AVERY DENNISON CORPORATION
LABEL AND GRAPHIC MATERIALS NORTH AMERICA
8080 Norton Parkway, Mentor, Ohio 44060