EXHIBIT 10.14
SELEX COLOR MINI-ENGINE SUPPLEMENT
SUPPLEMENT (this "Supplement") made effective as of January 2, 1995 to
the Selex Mini-Engine OEM Agreement dated as of May 26, 1994, as amended by
Amendment No. 1 made effective as of January 2, 1995 (the "Agreement") between
SELEX SYSTEMS U.S.A. INC., a California corporation ("SSUI") and CALCOMP INC., a
California corporation ("Buyer").
SSUI and Buyer desire to supplement the Agreement to set forth the
terms and conditions pursuant to which Buyer shall purchase from SSUI units of a
newly developed component for incorporation into Buyer's color ink jet plotters.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. For purposes hereof, the term "Color Equipment" means (i) certain items
comprising a mini-engine which are listed and described in Annex A hereto
(collectively, the "Color Component"), including (A) a certain engine controller
(the "Color Engine Controller") developed by Buyer pursuant to a Development
Agreement dated as of October 31, 1993 between Buyer and Copyer and (B) a
certain head driver (the "Head Driver"), (ii) the spare parts for the Color
Component as listed in Annex B hereto, and (iii) a print head and BJ color ink
tanks, in each case with such engineering changes as may be incorporated therein
under the provisions of paragraph 4 of the Agreement. The term "Color Equipment"
does not include any other items unless both parties agree in writing pursuant
to a separate negotiation.
2. SSUI agrees to sell units of the Color Equipment to Buyer, and Buyer
agrees to purchase the same. It is Buyer's non-binding forecast that during the
one (1) year period ending December 31, 1995, Buyer will purchase from SSUI
approximately 9,000 units of the Color Component. Buyer agrees to purchase the
Color Equipment only from SSUI. Except as otherwise expressly provided in this
Supplement, the terms and provisions of the Agreement shall apply to the
purchase and sale of Color Equipment hereunder, and references in the Agreement
to the "Equipment," the "Component," the "Engine Controller" and "spare parts"
shall be deemed for purposes hereof to include, respectively, the Color
Equipment, the Color Component, the Color Engine Controller and spare parts for
the Color Component.
3. Buyer may place purchase orders hereunder for the Color Equipment
during the Color Equipment Ordering Period. For purposes hereof, the "Color
Equipment Ordering Period" shall mean the period commencing on the date hereof
and ending on the first March 31 to occur after either party hereto gives notice
to the other party that the ordering period hereunder shall terminate; provided,
--------
that such
notice is given at least sixty (60) days prior to the relevant March 31.
Notwithstanding the foregoing, in no event shall the Color Equipment Ordering
Period extend beyond the date on which the Agreement is terminated.
4. The prices set forth in Annex C hereto shall be applicable to Buyer's
purchase orders for the Color Component which are placed during the one year
period ending December 31, 1995. SSUI may from time to time change the prices
for the Color Component ordered thereafter on ninety (90) days prior notice to
Buyer.
5. SSUI's current list and prices of spare parts for the Color Component,
and prices for the print head and the BJ color ink tanks, are set forth in Annex
D hereto and are applicable to Buyer's purchase orders for such items which are
placed during the one-year period ending December 31, 1995. SSUI shall have the
right to change the prices for any of these items ordered thereafter on ninety
(90) days prior written notice. Spare parts for the Color Component, the Print
Head and the BJ ink tanks may be ordered for five (5) years after expiration of
the Color Equipment Ordering Period.
6. Notwithstanding paragraph 3.B of the Agreement, SSUI shall deliver
certain electronics of the Color Component (consisting of the Head Driver and
the Color Engine Controller) to Buyer F.O.B. SSUI's designated New Hampshire
area warehouse (which may be a Lockheed Commercial Electronics Co. warehouse),
whereupon all risk of loss shall pass to Buyer. Notwithstanding paragraph
3.A(i) of the Agreement, the price of that portion of the Color Component which
is delivered to Buyer in New Hampshire, as well as the prices of the Head Driver
and Color Engine Controller when ordered by the Buyer as spare parts, shall not
be subject to change to reflect exchange rate fluctuations.
7. For purposes of paragraph 9 of the Agreement, the term "Engine
Controller" as used therein shall be deemed to include not only the Color Engine
Controller but shall also include the Head Driver.
IN WITNESS WHEREOF, the parties have signed this Amendment by their duly
authorized representatives this 9th day of October, 1995.
SELEX SYSTEMS U.S.A., INC. CALCOMP INC.
/s/ A. Nakazato /s/ X.X. Xxxx
By:________________________ By:__________________________
Name: A. Nakazato Name: X.X. Xxxx
Title: President Title: President
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ANNEX A
List of Color Equipment and Specifications
Copyer Item # Cal Comp Item # Item Name Min. Order Quantity
------------- --------------- --------- -------------------
--- 23106-0013/23107-0012 Sake Mini Engine 1 set (40 pcs.)
000-0000-000 22802-0012 Black 14cc Ink Tank 120 pcs.
000-0000-000 22802-0020 Cyan Ink Tank 120 pcs.
000-0000-000 22802-0038 Magnda Ink Tank 120 pcs.
000-0000-000 22802-0046 Yellow Ink Tank 120 pcs.
000-0000-000 00000-0000 Print Head 48 pcs.
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ANNEX B
Spare Parts for Color Component
Copyer Item # CalComp Item # Item Name Min. Order Quantity
------------- -------------- --------- -------------------
000-0000-000 22623-0035 Service Station 40 pcs.
000-0000-000 00000-0000 Carriage Xxxx 00 pcs.
000-0000-000 22623-0050 Drain Sheet 40 pcs.
000-0000-000 00000-0000 Sub Drain Sheet 80 pcs.
000-0000-000 23125-0010 Head Driver 40 pcs.
000-0000-000 00000-0000 Color Engine Controller 40 pcs.
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EXHIBIT 10.15
AMENDMENT NO. 1
TO THE
SELEX COLOR MINI-ENGINE SUPPLEMENT
AMENDMENT NO. 1 (this "Amendment") to the Supplement made effective as of
October , 1995 (the "Supplement") to the Selex Mini-Engine OEM Agreement dated
as of May 26, 1994, as amended by Amendment No. 1 made effective as of January
2, 1995 (the "Agreement") between SELEX SYSTEMS USA, INC. a California
Corporation ("SSUI") and CALCOMP INC., a California corporation ("BUYER").
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree to amend the Supplement
and Agreement as follows:
1. Each capitalized term in this Amendment not otherwise defined herein
is used herein as defined in the Supplement.
2. Annex A of the Supplement is amended to include the following
additional items of Color Equipment.
CalComp Minimum
Copyer Item # Item # Item Name Order Quantity
------------- ------- --------- --------------
000-0000-000 23947-0016 25cc Black Ink Tank 60 Pieces
000-0000-000 23947-0024 25cc Cyan Ink Tank 60 Pieces
000-0000-000 23947-0032 25cc Magenta Ink Tank 60 Pieces
000-0000-000 23947-0040 25cc Yellow Ink Tank 60 Pieces
3. Annex D of the Supplement is amended to include the following prices
for the additional items of Color Equipment (and the following revised price for
the Print Head):
CalComp
Copyer Item # Item # Item Name Pricing
------------- ------- --------- -------
000-0000-000 23947-0016 25cc Black Ink Tank $496.80 (60 Pieces)
000-0000-000 23947-0024 25cc Cyan Ink Tank $496.80 (60 Pieces)
000-0000-000 23947-0032 25cc Magenta Ink Tank $496.80 (60 Pieces)
000-0000-000 23947-0040 25cc Yellow Ink Tank $496.80 (60 Pieces)
000-0000-000 00000-0000 Print Head $4,215.84 (48 Pieces)
5. In all other respects the Supplement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have signed this Amendment to the
Supplement by their duly authorized representatives this day of October, 1995.
SELEX SYSTEMS USA, INC. CALCOMP INC.
By: /s/ A. Nakazato By: /s/ X. X. Xxxx
----------------------- -------------------------
Name: A. Nakazato Name: X.X. Xxxx
Title: President Title: President
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Amendment") made effective as of January 2,
1995 to the Selex Mini-Engine OEM Agreement dated as of May 26, 1994 (the
"Agreement") between SELEX SYSTEMS U.S.A. INC., a California corporation
("SSUI") and CALCOMP INC., a California corporation ("Buyer").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree to amend the
Agreement as follows:
1. Each capitalized term in this Amendment not otherwise defined herein
is used herein as defined in the Agreement.
2. Notwithstanding the provisions of paragraph 3 of the Agreement:
(a) The prices set forth in Schedule 1 hereto shall be applicable to
Buyer's purchase orders for the Component which are placed at any time on
or after the date hereof through December 31, 1995, subject to adjustment
based on changes in the Exchange Rate as provided in paragraph 3.A(i) of
the Agreement. SSUI may from time to time change the prices for such
Equipment items ordered thereafter during the term of this Agreement on
ninety (90) days notice to Buyer.
(b) The Base Exchange Rate for purposes of all purchase orders for
Equipment placed by Buyer from and after the date hereof, shall be 100
Yen/Dollar.
3. Paragraph 3.A(ii) of the Agreement is deleted in its entirety.
4. Notwithstanding the provisions of paragraph 6.A of the Agreement, the
prices set forth in Schedule 2 hereto shall be applicable to Buyer's purchase
orders for spare parts, the carriage retaining shaft, retaining pin and BJ ink
cartridge which are placed at any time on or after the date hereof through
December 31, 1995, subject to adjustment based on changes in the Exchange Rate
as provided in paragraph 3.A(i) of the Agreement. SSUI may from time to time
change the prices for such items ordered thereafter during the term of this
Agreement on ninety (90) days prior notice to Buyer.
5. Paragraph 3.B of the Agreement is deleted in its entirety and replaced
with the following:
B. SSUI shall deliver all Equipment to Buyer F.O.B. carrier, Tokyo,
whereupon all risk of loss pass to Buyer. Prices are inclusive of usual
factory tests and inspection, standard commercial export packing for ocean
shipment, but exclusive of all transportation, insurance or other charges
from the point of delivery, and any packing other than SSUI's standard
commercial export packing, all of which shall be for Buyer's account.
Buyer shall be responsible for the importation of the Equipment into the
United States, including compliance with all U.S. import control laws and
regulations and payment of all applicable customs duty charges.
6. Paragraph 3.C and 3.D of the Agreement are amended to provide that
each Order shall specify delivery during the 3rd month (rather than during the
4th month) from the date the Order is placed (for example, an Order placed
during the first ten (10) days of January shall be delivered during April).
7. Paragraph 3.E of the Agreement is amended to change the schedule of
cancellation charges to read as follows:
Days Prior to then Schedule
Delivery Date that Written Percentage of
Notice is Received by SSUI Purchase Price
-------------------------- --------------
0-14 20%
15-30 15%
31-90 10%
91-120 3%
121+ 0%
8. Paragraph 3.H of the Agreement is deleted in its entirety and replaced
with the following:
H. In order to preserve each party's claims against its insurance
carrier, Buyer shall give notice with respect to any obvious
damage which appears to be attributable to conditions in transit
no later than thirty (30) days after delivery of the shipment to
Buyer (fifty (50) days if the delivery point is an ocean vessel),
and each party shall cooperate with the other in connection with
the inspection and insurance report which is customarily made
following such notice of insurable damage. Buyer shall be liable
for obvious damage to Equipment where the claim has been
disallowed by the relevant insurance carrier due to untimely
notice by Buyer as required hereunder.
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9. The second sentence of Paragraph 7.A of the Agreement is amended to
give Buyer the right to conduct its own inspection test of the Equipment within
thirty (30) days after the date of delivery, if the delivery point is an
aircraft, or within fifty (50) days after the date of delivery, if the delivery
point is an ocean vessel.
10. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have signed this Amendment by their duly
authorized representatives this 9th day of October, 1995.
SELEX SYSTEMS U.S.A., INC. CALCOMP INC.
/s/ A. Nakazato /s/ X.X. Xxxx
By:_________________________ By:_________________________
Name: A. Nakazato Name: X.X. Xxxx
Title: President Title: President
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