[****Omitted and Filed Separately With the Commission Pursuant
to a Request for Confidential Treatment.]
Exhibit 10.4
SEPTEMBER 16 1996
REF: 1345
AMENDMENT FOR:
Mobile Data Terminal- Purchase Agreement
The following will amend the existing agreement, between Teletrac Inc. and
Micronet Ltd for the purchasing of Mobile Data Terminals as originally signed by
both parties on February 8th 1996.
This amendment is in pursuance of Teletrac official letter dated September 12th
1996 and signed by Teletrac's Vice President for Finance Xx. Xxxx X Xxxx
applying for additional **** MDTs to be supplied on equal quarterly basis.
This amendment will become effective and part of the existing agreement between
Teletrac Inc. and Micronet upon authorized signatures by both parties.
Teletrac Inc. Micronet Ltd.
By: Xxxxx Xxxxxxx By: Xxx Xxxxx
---------------------- ------------------------
Title: Secretary Title: Vice President Engin.
------------------- ---------------------
Signature: /s/ Xxxxx Xxxxxxx Signature: /s/ Xxx Xxxxx
----------------- -----------------
[****Omitted and Filed Separately With the Commission Pursuant
to a Request for Confidential Treatment.]
1. AGREEMENT TO PURCHASE AND SELL.
1.1 SALE OF PRODUCTS. "Teletrac shall purchase from Micronet a minimum of ****
Terminals and Micronet shall sell to Teletrac a minimum of **** Terminals,
on the terms set forth herein and on the attached purchase order # ______"
The rest of this paragraph remains unchanged.
1.2 INITIAL ORDER. "Teletrac hereby places a firm and irrevocable order for
**** Terminals from Micronet (the "Initial Order"), all of which will be
purchased in accordance with the terms and conditions of the existing
agreement from February 8th 1996 and its amendments from September 16th
1996."
1.3 "INCREMENTAL ORDERS. Within the time period of the Initial Order for ****
Terminals, ordered hereunder, incremental orders for additional Terminals
shall be in writing and shall specify arrival dates of not less than 12
weeks from delivery of the order to Micronet. All incremental orders shall
be for at least **** terminals per order and shall be filled in accordance
with this amendment and the other terms of the existing agreement.
SUBSEQUENT ORDERS After the Initial Order for **** Terminals, ordered
hereunder, have been purchased and supplied, subsequent orders for
additional Terminals shall be in writing and shall specify arrival dates of
not less than 12 weeks from delivery of the order to Micronet. Micronet
may, by written notification delivered to Teletrac within 10 working days
of Micronet receipt of a subsequent order, elect not to fill the subsequent
order. If Micronet does not notify Teletrac of its election to not fill
the subsequent order, the order shall be filled as described in the
existing agreement. All subsequent orders shall be for at least ****
Terminals per order.
The rest of this paragraph remains unchanged.
3. PAYMENT
3.1 PRICE
"The purchase price for each Terminal (including bracket and screws) shall
be:
$ U.S $**** (****) per unit (the "Purchase Price") for an order of ****
Terminals.
and
$ U.S $**** (****) per unit (the "Purchase Price") for an order of ****
Terminals. Additional orders for Terminals within the time period of such
an order but in lower quantities as specified in paragraph 1.3 shall still
be priced at $**** Ea."
The rest of this paragraph remains unchanged.
[****Omitted and Filed Separately With the Commission Pursuant
to a Request for Confidential Treatment.]
3.3 TERMS OF PAYMENT
Teletrac, by Bank wire transfer, shall make a down payment to Micronet's
account in the amount of U.S. $**** (****) within 4 business days of the
signature of this amendment. Micronet shall invoice Teletrac for this
amount. The down payment shall be applied towards the last shipment
payment.
Incremental orders shall require ****% down payment to be credited upon
payment of balance due prior to actual delivery.
Payments in full for all shipments, as per paragraph 4 below less down
payment credited to last shipment will be made by wire transfer immediately
prior to each delivery."
4. SHIPMENT
4.1 SHIPMENT TERMS. Unless Teletrac notifies Micronet otherwise, as provided
in Paragraph 12.2, Teletrac hereby orders **** Terminals to be shipped to
Teletrac's facility described in paragraph 4.3, on the dates set forth in
the following Shipment Schedule:
---------------------- --------------------- ------------------------------
---------------------- --------------------- ------------------------------
Number of Terminals Terminal Type Date shipped to Teletrac
Facility
---------------------- --------------------- ------------------------------
**** Net-950 January 1 st 1997
---------------------- --------------------- ------------------------------
**** Net-950 April 1 st 1997
---------------------- --------------------- ------------------------------
**** Net-990 July 1 st 1997
---------------------- --------------------- ------------------------------
**** Net-990 October 1 st 1997
---------------------- --------------------- ------------------------------
---------------------- --------------------- ------------------------------
The rest of the paragraph remains unchanged.
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