Mondelez 2012 Annual Report Download - page 233

Expense, Supplier shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with
the applicable vendor to correct any errors or omissions, use commercially reasonable efforts to resolve any questions or issues, and
obtain any applicable credits for Kraft. Supplier shall deliver to Kraft the original supplier invoice, together with any documentation
supporting such invoice and a statement that Supplier has reviewed and validated the invoiced charges, within 10 days after Supplier’s
receipt thereof; provided that, if earlier, Supplier shall use commercially reasonable efforts to deliver such invoice, documentation and
statement at least five business days prior to the date on which payment is due; and provided further that, if it is not possible to deliver
such invoice, documentation and statement at least five business days prior to the due date, Supplier shall promptly notify Kraft and, at
Kraft’s option, either request additional time for review and validation or submit the invoice for payment subject to subsequent review
and validation. In addition, if the vendor offers a discount for payment prior to a specified date, Supplier shall use commercially
reasonable efforts to deliver such invoice and associated documentation to Kraft at least five business days prior to such date. To the
extent Supplier fails to comply with its obligations hereunder, it shall be financially responsible for any discounts lost or any late fees
or interest charges incurred by Kraft and/or the Eligible Recipients. No new Pass-Through Expenses may be added without Kraft’s
prior consent, which it may withhold in its sole discretion.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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11.2.2
Efforts to Minimize
. Supplier will continually seek to identify methods of reducing and minimizing Kraft’s retained and Pass-
Through Expenses and will notify Kraft of such methods and the estimated potential savings associated with each such method.
11.2.3
[ * * * ]. If [ * * * ] proposes an [ * * * ] not [ * * * ] by [ * * * ], and not otherwise [ * * * ] by [ * * * ], that [ * * * ] elects to
implement, then [ * * * ], in its sole discretion, may agree on a case by case basis to [ * * * ] a [ * * * ] of the [ * * * ] directly [ * * * ]
to the [ * * * ] for a [ * * * ] not to exceed [ * * * ]. The foregoing shall not be interpreted to require [ * * * ] to share with [ * * * ] the
benefit of the [ * * * ] that [ * * * ] is able to achieve without requiring [ * * * ].
11.3
Procurement
.
11.3.1 In procuring such products and services on a Pass-Through Expense or cost-reimbursement basis, where Supplier is procuring third
party products and services for which Kraft shall pay on a Pass-Through Expense, or, where agreed upon by the Parties, on a cost-
reimbursement basis, Supplier shall: (i) give Kraft and the Eligible Recipients the benefit of Supplier’s most favorable vendor
arrangements where permitted by such vendors; (ii) use commercially reasonable efforts to obtain the most favorable pricing and terms
and conditions then available from any source for such products and services; (iii) use the scale of Supplier’s procurements on behalf
of itself, Kraft, the Eligible Recipients and other customers as leverage in negotiating such pricing or other terms and conditions;
(iv) ensure that Kraft receives at least an equitable and proportionate share of the total refunds, credits, discounts, rebates, incentives
and other benefits then available to Supplier in connection with such procurements; and (v) adhere to (A) the procurement procedures
specified in the Policy and Procedures Manual, as such procedures may be modified from time to time by Kraft, and (B) Kraft’s
product and services standards and shall not deviate from such standards without Kraft
’
s prior approval.
11.3.2 To the extent an authorized Kraft representative specifies the vendor, pricing and/or terms and conditions for procurement of products
or services for which Kraft shall pay on a Pass-Through Expense basis or, where agreed upon by the Parties, on a cost-reimbursement
basis, Supplier shall