UPA Ref. No ............... . RAW & PACK MATERIALS UNILEVER PURCHASING AGREEMENT ("UP A") As commenced and effective per 01 JAN 2014 ("Effective Date") BETWEEN 1. 2. Unilever Asia Private Limited, ("Unilever") a company existing under the laws of Singapore; and Chalco Qingdao International Trading Co ., Ltd. ("Suppliers Parent") a company existing under the laws of China acting on behalf of its Affiliates. BACKGROUND A) Unilever is a member of one of the world's largest groups of consumer products companies, operating globally through members of the Unilever Group In order to achieve a high level of efficient, uniform and cost efficient purchasing , the parties intend that this UPA applies to any UGC who makes purchases from any Supplier on the terms set out herein. B) IT IS AGREED THAT: 1 ,. Supply of Products 1.1 Each Supplier agrees to the sale and supply, and the Buyer agrees to buy, the Products made in accordance with the terms and conditions contained in the Agreement. Schedule A shall form part of the UPA 1.2 The Suppliers Parent agrees that only it or the Supplier referred to in the CTC (or, If none, PO) shall sell and supply the relevant Products, unless otherwise agreed in writing with Unilever or the Buyer. 13 Except as expressly set forth in a CTC, the Buyer shall not have any obligation to exclusively purchase Products from a Supplier Group company. 2. Supply Obligations 2.1 The Supplier shall supply the Products to UGCs With the skill, care, prudence and foresight of a diligent manufacturer of such products. 2.2 Each Supplier shall comply with (a) the procedures and reqUirements in the Specifications and all written policies, recommendations and requirements of each Buyer relating to quality assurance and control , safety, health, environmental and consumer safety in connection with the Products and any Components; and (b) any instructions provided, from time to time , by Unilever and/or the Buyer agreed by the Supplier, which agreement shall not be unreasonably withheld , conditioned or delayed. 2.3 The Supplier shall at all times remain solely responsible for quality assurance and quantity control with respect to all Products and Components. 3. Capacity and Forecasts 3.1 Each Supplier guarantees it has the production capacity and availability to meet the volumes set out in the CTC at each Approved Plant for the relevant Products during the Contract Period but without any obligation on the Buyer to order such .volume . Each Supplier shall make the necessary investments if) order to maintain such capacity and availability, for the Buyers ~Jo such investments shall result in a Price increase for the Products during the Contract Period, except as expressly agreed in the CTC. UPA IJeISIIlO. 11 1 0.01 LIPA ProuUGt~ - Raw & P"ct< Mat6rfOI s 3.2 Where any correspondence (including any emails and CTCs) specifies an approximate volume of Products to be purchased by the Buyer during a specified pe