Exhibit 99.2*
* Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted
and separately filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 or Rule 406.
VOLUME PURCHASE AGREEMENT
Ampy Automation Digilog Limited ("AMPY"), a U.K. company, with its primary
offices located at Frognall, Deeping Xx. Xxxxx, Xxxxxxxxxxxx, XX0 0XX,
Xxxxxxx, and Ramtron International Corporation ("RAMTRON"), a Colorado
Company, with its primary offices located at 0000 Xxxxxxx Xxxxx, Xxxxxxxx
Xxxxxxx, Xxxxxxxx, X.X.X. 00000, enter into this agreement on 24 July 2000.
1. BACKGROUND
x. XXXX has incorporated several Ramtron devices into its existing
meters. In general these meters are manufactured by sub-contract
manufacturers appointed by AMPY (hereinafter "AMPY's manufacturers").
x. XXXX has recently been awarded a contract by ENEL Distribuzione SpA
("ENEL") to design two meters which will be built by sub-contract
manufacturers appointed by ENEL (hereinafter "ENEL's manufacturers").
ENEL may purchase up to 27,000,000 meters of these designs over a
three to four year period commencing in early 2001.
2. PURPOSE
AMPY wishes to secure the right to purchase, and the right for the AMPY
manufacturers and the ENEL manufacturers to purchase, a high volume of
products ("Products") from RAMTRON over a five (5) year period for use in
AMPY's and ENEL's metering products in the estimated yearly quantities and at
the prices set forth in Appendix A and to the schedules and Product
specifications set forth in Appendix B of this agreement. RAMTRON wishes to
sell to AMPY and/or the AMPY manufacturers and/or ENEL manufacturers
("Buyers") the products set forth in this agreement in the quantities and at
the prices specified in this agreement.
3. TERM OF AGREEMENT
a. RAMTRON acknowledges that AMPY proposes to design certain of the
Products into ENEL's meters on the basis of the prices shown in
Appendix A of this agreement. In consideration of this, RAMTRON
agrees that it will supply the Products to ENEL's manufacturers at
the prices shown in Appendix A or at the lowest price offered by
Ramtron to any other customer if that price is lower than those shown
in Appendix A, so long as:
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- the annual volumes required by ENEL's manufacturers do not vary
from those shown in Appendix A by more than 20%
- RAMTRON shall have the right to give notice to AMPY that it
proposes to increase the prices shown in Appendix A so long as
such notice is given not less than 6 months prior to the
introduction of the proposed price changes
x. XXXX agrees that, in respect of the Products used in its own meters,
pricing, quantities, delivery schedules, specific products and other
terms and conditions may be renegotiated from time to time during the
term of this agreement as is mutually acceptable to both AMPY and
RAMTRON. The term of this Agreement is five (5) years from the date
on which the agreement is signed by both parties.
c. The rest of this agreement relates solely to the terms and conditions
to be applied to Products supplied to AMPY's manufacturers so long as
RAMTRON shall accept terms and conditions of supply to ENEL's
manufacturers which are no less favourable than those set out herein.
4. PURCHASE ORDERS, RESCHEDULES and CANCELLATIONS
Blanket purchase orders will be placed with RAMTRON on an annual basis by
AMPY and/or the AMPY manufacturers (hereinafter the "AMPY Buyers"). Releases
against these annual blanket purchase orders will be place no later than 120
days prior to the first scheduled delivery. Acceptance of orders will be
acknowledged in writing by RAMTRON within ten (10) days of the receipt of
such orders from the AMPY Buyers. Reschedules pushing out a scheduled
delivery date for up to thirty percent (30%) of the scheduled quantity must
be received by RAMTRON in writing no later than sixty (60) days prior to the
original delivery date. Reschedules pushing out a scheduled delivery date
between thirty percent (30%) and fifty percent (50%) of the scheduled
quantity must be received in writing by RAMTRON no later than ninety (90)
days prior to the original delivery date. Reschedules of more than fifty
percent (50%) of the original scheduled quantity or cancellation of a
scheduled delivery must be received by RAMTRON in writing no less than one
hundred and eighty (180) days prior to the originally scheduled delivery
date. Requests to increase the quantity of a scheduled shipment or pull in
the delivery date of a scheduled shipment must be received in writing no less
than ninety days prior to the requested quantity increase or delivery pull in
date. RAMTRON will make a best effort to increase the quantity on a
scheduled delivery or pull in a scheduled delivery when requested in writing
no less than one hundred twenty (120) days prior to the delivery date of the
quantity increase or pull in. In addition to the above, RAMTRON will use its
reasonable efforts to supply Products in accordance with AMPY's requirements.
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5. PAYMENT
For direct purchases from Ampy or Enel Payment terms will be wire transfer in
U.S. dollars to RAMTRON's designated account within sixty (60) days from the
invoice date of each shipment, F.O.B. RAMTRON's contracted assembly and test
houses located in China and Southeast Asia. RAMTRON's liability for delivery
ceases upon RAMTRON making delivery to the carrier designated by the AMPY
Buyers at the F.O.B. point. Title and all risk of loss or damage shall pass
to the Ampy Buyers upon such delivery to the carrier. For any other third
party, the payment term will be mutually agreed upon by RAMTRON and the third
party.
6. FORCE MAJEURE
In the event that either party hereto shall be rendered wholly or partly
unable to carry out its obligations under this Agreement by reason of causes
beyond its control, including but not limited to fire, flood, explosion,
action of the elements, acts of God, accidents, epidemics, strikes, lockouts,
or other labor trouble or shortage, inability to obtain or shortage of
material, equipment or transportation, insurrection, riots or other civil
commotion, war, enemy action, acts, demands or requirements of the
governments in any state, or by any other cause which it could not reasonably
be expected to avoid, then the performance of the obligations of either party
or both as they are affected by such causes shall be excused during the
continuance of any inability so caused, but such inability shall as far as
possible be remedied within a reasonable period of time, provided, however,
that notwithstanding the above, the provisions of this Section 6 shall not
apply to payment of monies due and owing from one party to the other.
7. WARRANTY
RAMTRON warrants that Products delivered hereunder shall be free from defects
in material and workmanship under normal use and service for a period of one
(3) years from the delivery of Products to the AMPY Buyers. If, during such
one year period, (i) RAMTRON is notified promptly in writing upon discovery
of any defect in the Products, including a detailed description of such
defect; (ii) if possible, the AMPY Buyers returns such Products to RAMTRON,
F.O.B. RAMTRON's facility or at least a representative sample thereof; and
(iii) RAMTRON's examination of such Products discloses the RAMTRON's
satisfaction that such Products are defective and such defects are not caused
by accident, abuse, misuse, neglect, alteration, improper installation,
repair or alteration by someone other than RAMTRON, improper testing, or use
contrary to any instructions issued by RAMTRON, then within a reasonable time
RAMTRON shall refund the AMPY Buyers with the purchase price for such
Products together with the transportation charges originally incurred by the
AMPY Buyers and any costs incurred by the AMPY Buyers in returning the
samples to RAMTRON. The performance of this warranty does not extend the
warranty period for any Products beyond that period applicable to the
Products originally delivered. THE FOREGOING WARRANTY CONSTITUTES RAMTRON'S
EXCLUSIVE LIABILITY, AND THE EXCLUSIVE REMEDY OF THE AMPY BUYERS, FOR ANY
BREACH OF ANY WARRANTY OR OTHER NONCONFORMITY OF PRODUCTS. THIS WARRANTY IS
EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
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8. CONSEQUENTIAL DAMAGES
The AMPY Buyers' exclusive remedy for claims arising under this Agreement
shall be for actual damages; and RAMTRON's liability for all losses and
damages of any type whatsoever, whether on account of negligence, breach of
warranty or otherwise, shall in no event exceed the purchase price of the
Products together with the transportation charges outlined in paragraph 7
with respect to which such losses or damages occur. In no event shall
RAMTRON be liable for lost profits or production or other indirect, special,
consequential or incidental damages of any type whatsoever.
9. PATENT INDEMNITY
RAMTRON shall, at its own expense, defend any suit that may be instituted
against the AMPY Buyers for any alleged infringement of any valid patent,
trademark, mask work or copyright related to the Products provided that:
(i) such alleged infringement does not arise from the use of such Products as
a part of or in combination with any other devices or parts; (ii) the AMPY
Buyers give RAMTRON notice in writing as soon as reasonably practical of any
such suit and permits RAMTRON, through counsel of its choice, to answer the
charge of infringement and defend such suit; (iii) the AMPY Buyers give
RAMTRON all the needed information, assistance and authority, at RAMTRON's
expense, to enable RAMTRON to defend such suit. In the case of a final award
of damages in any suit, RAMTRON shall pay such award but shall not be
responsible for any settlement made without its prior written consent. THIS
SECTION 8 STATES RAMTRON'S TOTAL RESPONSIBILITY AND LIABILITY, AND THE AMPY
BUYER'S SOLE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT,
TRADEMARK OR COPYRIGHT BY ANY PRODUCTS DELIVERED HEREUNDER OR ANY PART
THEREOF. THIS SECTION 8 IS IN LIEU OF AND REPLACES ANY OTHER EXPRESS,
IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT. IN NO EVENT SHALL
RAMTRON BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM ANY SUCH INFRINGEMENT.
10. GOVERNING LAW
This laws of the State of Colorado, United State of America, shall govern in
all respect as to the validity, interpretation, construction and enforcement
of this Agreement, without reference to conflict of the laws principles.
11. ENTIRETY OF AGREEMENT
This Agreement sets forth the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all other
oral or written representations and understandings. This Agreement may only
be amended or modified in writing.
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12. CONFIDENTIALITY
Both RAMTRON and AMPY agree that the existence and terms of this agreement
must remain confidential between them and that no public announcement of any
kind concerning this agreement will be made without the express prior
agreement in writing of the other party.
Ampy Automation Digilog Limited
/S/ Xxxxxxxx Xxxxx
----------------------------
Xxxxxxxx Xxxxx
Managing Director
Date: July 24, 2000
Ramtron International Corporation
/S/ Xxx Xxxxxxxx
----------------------------
Xxx Xxxxxxxx
Vice President
Date: July 27, 2000
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APPENDIX A
Products
FM24C256 256Kbit 2-wire interface serial ferroelectric memory
FM24C04 4Kbit 2-wire interface serial ferroelectric memory
FM24C16 16Kbit 2-wire interface serial ferroelectric memory
Quantities and Prices
'00 '01 '02 '03 '04 '05
FM24C256
Qty (Mu) **
Price/unit (US$) **
FM24C04
Qty (Mu) **
Price/unit (US$) **
FM24C04
Qty (Mu) **
Price/unit (US$) **
FM24C16
Qty (Mu) **
Price/unit (US$) **
FM24C16
Qty (Mu) **
Price/unit (US$) **
Prices for FM24C04 & FM24C16 are quoted on an either or basis dependant on
volume.
Prices apply to new orders placed after the signing of this agreement.
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APPENDIX B
FM24C256 Specification and Development Schedule
Specification
RAMTRON agrees to supply the 256Kbit serial FRAM memory to the specification
defined in the RAMTRON document "Product Preview, FM24C256, 256Kb Serial FRAM
Memory" dated 12 April 2000. AMPY agrees to this specification.
FM24C256 Development Schedule
RAMTRON agrees to supply AMPY with the FM24C256 Product by the following
schedule:
Engineering Samples **
Pre-production units ( ** ) **
Production units ( ** ) **
Production units ( ** ) **
8 lead SOIC package **
Other Products
All other Products, specifically; FM24C04 and FM24C16, which are cited in
this agreement are production products and available in production quantities
in accordance with the lead times and other terms and conditions cited in
this Agreement. The specifications of these Products, agreed to by both
parties, are defined in the RAMTRON data sheets for these Products at the
time this Agreement is signed.
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