EXHIBIT 10.43
[LOGO]
START-UP AGREEMENT
THIS XXXXXX MICRO START-UP AGREEMENT ("Agreement"), dated this 9th day of
April, 1997, is made by and between XXXXXX MICRO INC. ("Ingram"), a Delaware
corporation, with its principal place of business at 0000 X. Xxxxxx Xxxxx, Xxxxx
Xxx, Xxxxxxxxxx 00000 and Galacticomm, Inc., a Florida corporation, with its
principal place of business at 0000 X.X. 00xx Xxxxxx, Xxxxx 000, Xx. Xxxxxxxxxx,
Xxxxxxx 00000 ("Vendor").
RECITALS:
WHEREAS, Ingram is engaged in the sale and distribution of microcomputer
products; and
WHEREAS, Vendor is engaged in the manufacture, production and supply of
microcomputer products described in Exhibit B and attached hereto, ("Products");
and
WHEREAS, Ingram desires to purchase Products from Vendor for sale and
distributio to Xxxxxx'x resellers on a North American basis pursuant to the
terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the terms and conditions set forth herein,
the parties agree as follows:
1. ORDER FULFILLMENT. Vendor will fulfill all Xxxxxx'x orders promptly and
completely. If a shortage of any Product in Vendor's inventory exists in
spite of Vendor's good faith efforts, Vendor agrees to allocate its
available inventory of such Product to Ingram in proportion to Xxxxxx'x
percentage of all of Vendor's customer orders for such Product during
the previous sixty (60) days. Ingram shall not be required to purchase any
minimum amount or quantity of the Product.
2. DELIVERY OF PRODUCT. Vendor shall deliver all Products as designated in
Xxxxxx'x Purchase Orders ("P.O.") unless Vendor rejects the P. O. within
ten (10) days of P.O. date. Products will be shipped F.O.B. Galacticomm's
warehouse unless otherwise indicated on such P.O. Vendor shall bear all
shipping costs and risk of loss or damage to Products in transit. Risk of
loss to Products will pass to Ingram upon receipt thereof; Ingram will
maintain insurance coverage adequate to cover the normal cost of Products.
3. TITLE TO PRODUCT. Title shall pass from Vendor to Ingram upon receipt of
Products at Xxxxxx'x warehouse.
4. PRODUCT MARKETING. Vendor shall clearly xxxx on the packaging of each unit
of Product the Product's name and computer compatibility. Such packaging
shall also bear a machine-readable bar code identifier scannable in
standard Uniform Product Code (UPC) format. The bar code must identify the
Product as specified by the Uniform Code Council (UCC). The bar code shall
fully comply with all conditions regarding standard product labeling set
forth in Exhibit A in the then-current Xxxxxx Micro's GUIDE TO BAR CODE:
THE PRODUCT LABEL. Ingram shall charge a one dollar ($1.00) chargeback to
Vendor for each unit of Product not in compliance with this Product
marking section.
1
5. RETURNS OF PRODUCT.
x. Xxxxxx may return any Products, including Products returned by Ingram
customers, for credit against open invoices, Unsold Products shall be
inclusive of Products returned by Ingram customers. Such returns shall be
limited to once per month, and shall be made with advance notice to Vendor
as to estimated arrival date. Upon advance notice of returns, Vendor shall
provide a Return Material Authorization (RMA) within ten (10) days of
notice. Vendor shall bear expense and risk of loss of return shipment.
Vendor shall issue payment to Ingram for such returned Products if no
balance is then outstanding.
b. Vendor shall issue an immediate credit for purchase price plus all
return freight charges for defective Product, and Products returned as
defective by Ingram customers. Upon Vendor recall of Products due to
defects, revisions, or upgrades, Ingram shall provide reasonable
assistance, at Vendor's expense, in such recall.
x. Xxxxxx'x right to return Products shall survive the term and
termination of this Agreement. Should Ingram have a balance due upon
reconciliation of the account for Products returns, freight chargebacks,
advertising credits, or other upon end of term or termination, Vendor
shall issue payment therefor within thirty (30) days of such term or
termination. Ingram shall use best efforts to return all Products within
one hundred eighty (180) days of termination of the Agreement.
6. SALES AND SELLING PRICE. Xxxxxx'x selling prices to its resellers shall be
at Xxxxxx'x sole discretion and control. Vendor shall make no pricing
commitments to Reseller or other third parties which otherwise obligates
Ingram. Vendor shall have the right to change the list price of any Product
upon giving thirty (30) days' prior written notice to Ingram. In the event
that Vendor shall raise the list price of a Product, all orders for such
Product placed prior to the effective date of the price increase shall be
invoiced at the lower price.
7. PRICE PROTECTION. In the event that Vendor reduces the price of any Product
or offers the Product at a lower price, including raising the discount
offered, to any other like distributor, Vendor shall promptly credit Ingram
for the difference between the invoice price charged to Ingram and the
reduced price for each unit of Product held in inventory by Ingram on the
date the reduced price is first offered. To be determined by Vendor on a
case-by-case basis, Vendor may also credit Ingram for the difference
between the invoice price charged by Ingram to the customer and the reduced
price charged by Ingram to the customer for each unit of Product held in
inventory by Xxxxxx'x customers on the date the reduced price is first
offered by Vendor if Xxxxxx'x customers request a credit resulting from
Vendor's price reduction. Should any of Xxxxxx'x customers request a price
adjustment as outline in this Section, Ingram shall provide for an
independent third party audit of that customer's inventory upon Vendor's
reasonable request and at Vendor's expense. Ingram will use commercially
reasonable efforts to provide inventory reporting of its customer's
inventory.
8. RECORDS. Vendor shall furnish documentation with each shipment to and
return of Products from Ingram. Ingram shall keep accurate records of all
Products sales and returns, and monthly inventory reports. Ingram shall
supply such monthly reports to Vendor on a monthly basis. Ingram shall
reconcile its account with Vendor upon end of term or termination of the
Agreement. Vendor shall respond to any Ingram request for reconciliation
within thirty (30) days.
2
9. TERM. The initial term of this Agreement shall be one (1) year. Thereafter,
the Agreement may be renewed upon written agreement by both parties.
10. TERMINATION. Either party may terminate the Agreement, with or without
cause, with ninety (90) days advance written notice. For one hundred and
eighty (180) days after the expiration or earlier termination of this
Agreement, Ingram may return to Vendor any Product for credit against
outstanding invoices, or if there are no outstanding invoices for a cash
refund. Any credit or refund due Ingram for returned Product shall be equal
to the Product's then current replacement cost plus all freight charges
incurred by Ingram in returning the Product.
11. SKU SETUP AND CATALOG LISTING. Vendor agrees to pay six thousand dollars
($6,000) to cover the setup and catalog listing of all Ingram approved
SKU's for the first six (6) month period.
Beginning in the third quarter of the Agreement, Vendors agrees to pay a
three thousand dollar ($3,000) quarterly charge, paid by check in advance
of the start of the quarter for the continuation of Agreement. Quarters
shall be calendar quarters and the quarterly fee will be prorated if the
third quarter begins on a date other than a calendar month. If sales are
greater than $40,000, for three consecutive months, the Vendor will be
moved to Xxxxxx'x Standard Distribution Agreement.
The setup and catalog listing charges listed above are in addition to any
marketing funds and the rebate specified in seciton 12.
If sales are less than $40,000 for three consecutive months, the Vendor may
elect to pay $3,000 per quarter to continue the start up Agreement of
Termination.
12. REBATE. Vendor will pay Ingram a three percent (3%) quarterly rebate based
on gross sales. In addition to the three percent (3%) quarterly rebate,
Vendor will establish quarterly gross sales goals, to be negotiated and
agreed to by both parties, for an additional one percent (1%) and two
percent (2%) quarterly rebate based on gross sales. The rebate will be paid
by check within thirty (30) days after quarter end. If no check is received
within that period, Ingram shall deduct that amount from the Vendor's next
payment. Quarterly goals will be set at the beginning of each calendar
quarter.
13. PAYMENT. Vendor will issue invoices concurrently with Product shipments to
Ingram. Ingram will pay Vendor one time per month for any invoices not
held inreserve for: (i) product on hand at Ingram, (ii) product on hand at
resellers who have purchased Vendor's product from Ingram. (iii) Product in
transit to Ingram from resellers, (iv) marketing programs which will occur
in the near future, and (v) for any outstanding debit or invoice to Vendor.
14. BULLETIN BOARD SYSTEM (BBS). Ingram will provide the Detailed Vendor
Buying Report weekly by its electronic BBS. The standard reports will
include sales by zip code, state, product/quantity sold and the detailed
Vendor Buying Report.
15. MARKETING/ADVERTISING. Vendor and Ingram agree to conduct joint marketing
and advertising for the Products as mutually agreed by the parties in
writing. Both parties agree to cooperate in the planning and funding of
such advertising. Xxxxxx'x marketing and advertising costs incurred in
accordance with such agreement shall be pre-approved by Xxxxxx'x buyer and
prepaid by Vendor via check to Ingram. Vendor shall make no marketing,
advertising, pass through or promotional commitments to Reseller or other
third parties which otherwise obligates Ingram.
3
16. WARRANTIES/CERTIFICATION.
(a) GENERAL WARRANTY. Vendor represents and warrants that (i) it has good
transferable title to the Products, (ii) the Product will perform in
conformity with specifications and documentation supplied by Vendor, (iii)
the Product or its use does not infringe any patents, copyrights,
trademarks, trade secrets, or any other intellectual property rights, (iv)
that there are no suits or proceedings pending or threatened which allege
any infringement of such proprietary rights, and (v) the Product sales to
Ingram do not in any way constitute violations of any law, ordinance, rule
or regulation in the distribution territory.
(b) WARRANTY. Vendor hereby represents and warrants that any Product
offered for distribution does not contain any obscene, defamatory or
libelous matter or violate any right of publicity or privacy.
(c) END-USER WARRANTY. Vendor shall provide a warranty statement with
Product for end user benefit. This warranty shall commence upon Product
delivery to end-user. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PLURPOSE ARE MADE BY VENDOR WITH RESPECT TO THE PRODUCT. INGRAM
SHALL NOT EXTEND ANY ADDITIONAL WARRANTIES TO ANY RESELLERS OR END-USERS OF
THE PRODUCT. IN NO EVENT WILL XXXXXX BE LIABLE FOR ANY LOST PROFITS OR ANY
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(d) MADE IN AMERICA CERTIFICATION Vendor by the execution of this Agreement
certifies that it will not label any of its products as being "Made in
America," "Made in U.S.A.," or with similar wording, unless all components
or elements of such Product is in fact made in the United States of
America. Vendor further agrees to defend, indemnify and hold harmless from
and against any and all claims, demands, liabilities, penalties, damages,
judgments or expenses (including attorney's fees and court costs) arising
out of or resulting in any way from Product that does not conform to the
Certification.
17. INDEMNITY. Vendor shall defend, indemnify, and hold harmless Ingram from
and against any claims, demands, liabilities or expenses (including
attorney's fees and costs) for any injury or damage, including, but not
limited to, any personal or bodily injury or property damage, arising out
of or resulting in any way from any defect in Products. This duty to
indemnify shall be in addition to Vendor's warranty obligations.
Vendor shall defend, indemnify and hold Ingram harmless from and against
all damages and costs incurred by Ingram due to claims of infringement of
any patents, copyrights, trademarks, trade secrets, or other proprietary
rights in the manufacture or marketing of Product; provided that, Ingram
promptly notifies Vendor of the infringement claim. Upon claim of
infringement, Vendor may, at its expense and option, either procure the
right to continue using any part of Product, replace same with non-
infringing Products, or modify Products to make it non-infringing; should
Vendor be unable or unwilling to replace, modify, or procure right to
continued distribution of Products within ninety (90) days of claim
notification, Ingram may return Products for a full credit or a cash
refund, at Xxxxxx'x option.
4
18. COMPETITIVE PRICE. Vendor agrees that the prices and terms it offers to
Ingram are now and will continue to be at least as low as those it offers
to any of its like customers. If Vendor offers a lower price, including,
but not limited to, sales price, volume discount, extended terms,
advertising, freight cost, or back haul allowance to any other customer,
then Vendor will immediately offer that lower price to Ingram, and shall
apply such lower price to all Ingram orders not yet shipped. Ingram shall
also be entitled to participate in and receive notice of the same no later
than Vendor's other customers. In addition, Vendor will issue a credit to
reflect the difference in price for all affected inventory in Xxxxxx'x or
its resellers inventory on the date of the price decrease.
19. NOTICES. All notices or other communications made hereunder shall be in
writing and sent by U.S. certified or registered first-class mail prepaid,
and receipt thereof shall be deemed to be two (2) days from date
postmarked.
20. ENTIRE AGREEMENT/LAW. This Agreement contains all understanding and
agreements between the parties and may not be modified or supplemented
except in a writing signed by both parties. The parties agree that the
Agreement shall be governed by the law of the State of California,
excepting that body of law concerning conflicts of law.
21. AUTHORIZED REPRESENTATIVES. Either party's authorized representative for
execution of this Agreement or any amendment hereto shall be president, a
partner, or a duly authorized vice-president of their respective party. The
parties executing this Agreement warrant that they have the requisite
authority to do so.
The signer represents that he/she has read this Agreement, agrees, and is an
authorized representative of their respective party.
XXXXXX MICRO INC. GALACTICOMM, INC.
By: /s/ XXXXXXXX X. XXXXXX By: /s/ XXXXX XXXX
-------------------------------- --------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxx Xxxx
------------------------------------ -------------------------------
Title: Sr. Vice President Purchasing Title: CEO
------------------------------------ -------------------------------
Date: 4-30-97 Date: April 28, 1997
------------------------------------ -------------------------------
EXHIBIT:
A - Guide To Bar Code: The Product Label
5
EXHIBIT A
IMI-BC-002
Rev C 8-95
XXXXXX MICRO'S
GUIDE TO
BAR CODES:
THE PRODUCT LABEL
CONTENTS:
Statement Of Bar Code Policy................................................. 1
Where Bar Codes Are Used..................................................... 2
Product Label Specifications................................................. 3
Case Pack Label Specifications............................................... 4
Shipping Label Specifications................................................ 5
How To Get the Codes You Need................................................ 6
List of Bar Code Contacts................................................... 7
List Of Top Bar Coding Vendors............................................... 8
Bar Code Checklist........................................................... 10
[XXXXXX/MICRO LOGO]
STATEMENT OF
BAR CODE POLICY
Increasingly, computer companies are taking cue from the retail and distribution
community and implementing bar code programs, thus realizing the benefits of
improved productivity, better control over inventory and ease of product and
information exchange with their trading partners. The most important reason for
this trend is the growth of sales within consumer marketing channels. Another
reason is that more and more resellers are investing in inventory and point-of-
sale systems which utilize bar-coded information. As a result of these trends,
bar coding concerns have become much more prevalent within the computer
industry.
With over ten years of experience, most resellers who use bar codes have
adopted the Universal Product Code (UPC) as their standard data format. As a
supplier to several of these resellers, Xxxxxx Micro is increasingly called upon
to provide UPCs on all products sold through these channels. But as a
distributor, Xxxxxx Micro cannot assign UPCs to products; that task can only be
performed by the original manufacturer. Due to the sporadic use of UPCs within
the microcomputer industry, however, Xxxxxx Micro is often required to invent
codes and create labels for products sold to these resellers.
These requirements have led Xxxxxx Micro to adopt UPC as its coding standard,
this standard dictates that a unique code be assigned for each product and for
every version of that product. Non-unique codes for different product versions
create havoc among consumer market resellers, many of whom have little
experience with computer products. With a correct UPC, inventory can be handled
efficiently within Xxxxxx Micro's warehouses as well as those of our reseller
partners.
On these pages, you will find the Xxxxxx Micro bar code requirements which
reflect the needs of our customers. Additionally, we have provided lists and
explanations to help with your own bar code programs, as well as information
for working with the Uniform Code Council, the agency responsible for UPC bar
codes. At the end of this document, please find the Bar Code Checklist for
use in informing Xxxxxx Micro of your company's bar coding efforts. All Xxxxxx
Micro requirements conform with ABCD guidelines.
Please note some recent additions to our bar code policy. First, we have
experienced a growing demand from our customers to capture serial number
information on products we ship to them. This information is mandatory in order
for our customers to apply for rebates, warranties, upgrades, marketing funds
and support from the manufacturer. Accurate series number capture is, therefore,
imperative. IF SERIAL NUMBERS ARE CARRIED ON YOUR PRODUCTS, WE REQUIRE THIS
INFORMATION TO BE BAR CODED IN CODE 39 FORMAT WITH THE (S) DATA IDENTIFIER
PRESENT IN BOTH THE HUMAN-READABLE TEXT AND MACHINE READABLE BAR CODE. With this
consistent, uniform format, we can capture serial numbers quickly and accurately
while increasing customer satisfaction.
Second, we have included guidelines on case pack and shipping label
specifications. These guidelines are designed to reduce receiving and potential
shipping errors to customers. Again, a consistent, uniform format helps us
capture this important information about your product accurately and without
delay.
We appreciate your investment of time and energy in implementing these bar code
programs. Through our joint efforts and consistent bar code labeling, Xxxxxx
Micro and our vendor partners will be able to increase customer satisfaction,
improve inventory control and reduce the cost of sales through microcomputer
channels. Xxxxxx Micro stands ready to assist with your bar code program. Please
use the Bar Code Contact List when the bar code questions arise.
XXXXXX MICRO 1
Where Bar Codes
Are Used Your Product
XXXXXX MICRO RECEIVING DOCK
Each product is checked for a UPC bar code.
Do you have UPC Xxxxxx Micro
bar codes? No must print and apply a
bar code to your
product.
Yes
XXXXXX MICRO WAREHOUSE
Bar codes are scanned at every transaction:
product put-away, picking, cycle count,
serial number capture and shipping.
Do you have UPC Xxxxxx Micro
bar codes? No retail customers
want their own
special codes
on product...more
labels.
Yes
COMPUTER RETAILERS AND DEALERS
Bar codes are scanned at every transaction
product put-away, picking and cycle count.
. . . sometimes your product is returned . . .
Do you have UPC Xxxxxx Micro
bar codes? No must remove any
special labels and
take time to identify
your product.
Yes
XXXXXX MICRO DISTRIBUTION CENTERS
Product is returned to distribution centers
for resale, or to you (if defective).
2 XXXXXX MICRO
PRODUCT LABEL
SPECIFICATION
NECESSARY DATA FORMAT PLACEMENT
Required
UPC/EAN
Version A
Required
(See Below)
Optional [GRAPHIC OMITTED]
Optional
Optional
/bullet/ Each unit of a product that will be resold by Xxxxxx Micro must
display a product label in UPC or EAN (International Article
Numbering) format, although EAN may not be recognized by all of Xxxxxx
Micro's customers.
/bullet/ Xxxxxx Micro is not concerned with the specific layout of the product
label, as long as the necessary information is included in a legible
format. A serial number may be printed on a separate label as long as
it is placed legible on the exterior of the product package.
/bullet/ Serial numbers must be printed in Code 39 (S) format: (1) if Xxxxxx
Micro's customer is required to record serial numbers of your product
prior to shipping or, (2) if Xxxxxx Micro's customer is required to
confirm serial numbers as a pre-condition of returning defective
product or, (3) if Xxxxxx Micro or its customers are required to
provide serial number information for inventory reporting purposes.
Serial numbers are optional if Xxxxxx Micro reports no serial number
data to your company.
/bullet/ Bar code labels should include human-readable text in addition to the
bar code itself. The nominal UPC symbol size is 1.469 inches wide by
1.020 inches high (including the human-readable characters). Size may
vary from .8 to 2.0 times the nominal dimensions in accordance with
UCC guidelines. Code 39 symbols should have a minimum bar code height
of .5 inches and a minimum height for human-readable text of .125
inches. For product that is SHRINK WRAPPED, THE LABEL IS BEST PLACED
ON THE TOP OR BOTTOM, NEAR THE EDGE. Use caution, avoid the middle
section. Shrink wrap seams obstruct the scanner's ability to read the
bar code.
XXXXXX MICRO 3
CASE PACK FORMAT NECESSARY DATA
LABEL
SPECIFICATIONS [GRAPHIC OMITTED] Required:
UPC Shipping
Container Symbol
THE UPC SHIPPING Required:
CONTAINER SYMBOL Serial Number
in Code 39
[GRAPHIC OMITTED]
The case pack label must
WHERE: identify the specific
case pack quantity
Pos. #1: Packaging Indicator (5) through the use of the
UPC SHIPPING CONTAINER
Pos. #2-3: Number System (00) CODE. This code assigns
a unique identity to
Pos. #4-8: Mfg. ID No. each shipping container,
(66321) intermediate package and
standard pallet. Similar
Pos. #9-13: Item or Product Number to the UPC, it employs
(12345) the use of a packaging
indicator along with the
Pos. #14: Modulo 10 item number in order to
Check Digit (8) get its uniqueness. The
packaging indicator can be any digit from
0 through 7, as assigned by the manufacturer.
The following are guidelines manufacturers
should use when assigning packaging
indicators:
PACKAGING INDICATOR FOR USE WHEN
------------------- ------------
0 the item numbers are
unique, or when the
product must retain its
UPC Ver. A bar code and
a UPC shipping
container symbol on the
same carton (i.e. . .
products whose shipping
container also acts as
the customer package).
1-7 identifying different
levels of packaging
(i.e. inner sleeve,
inner carton or
standard pallat) with
the same item number.
In the U.S., our number system character always begins with zero (0). The
manufacturer I.D. number is the same as assigned in the UPC number. The item
number is the same as assigned by the manufacturer in the UPC number. The check
digit is modulo 10. calculated from left to right, starting with the packaging
indicator.
Each unique serial number of product within the case pack must be printed in
Code 39 format with the (S) data identifier in human-readable text and endoded
within the bar code symbol. The symbols must be a minimum of .5" inches in
height and the human-readable text must be a minimum of .125 inches in height.
4 XXXXXX MICRO
NECESSARY DATA FORMAT THE SHIPPING LABEL
Segment #1 XXXXXX MICRO
PURCHASE ORDER:
Segment #2 10 - 12345
[GRAPHIC OMITTED]
Segment #3 Xxxxxx Micro Sequential
Location P.O.
Number
Ingram
Locations Address
-------------------------
Br. 10 0000 X. Xx. Xxxxxx
Xxxxx Xxx, XX
00000
Segment #4
Br. 17 0000 XX 00xx Xx.
Xxxx. #00
Xxxxx, XX 00000
Br. 20 0000 Xxxxxxxxxx
#000
Xxxxxxxxxx, XX,
00000
Segment #5
Br. 25 0000 X. Xx. Xxxxxx
Xxxxx Xxx, XX
00000
The guidelines for our Br. 30 3500 Air Center Dr.
our shipping label Memphis Int'l
have been adopted Airport
from the ANSI Memphis, TN
MH10.8M 38118
shipping label
standard. Upon receipt of your shipment, Br. 40 151 Hastings Drive
it enables us to locate and scan important Buffalo Grove, IL
information quickly. 60089
The first two segments identify where the Br. 50 00000 Xxxxx Xx.
product shipped from and which Ingram #A
warehouse will receive the product. The Xxxxxxx, XX 00000
purchase order, in both human readable
text and bar code format, must employ the Br. 52 48949 Warm Springs
use of the FACT data identifier (K). The Xxxxxxx, XX 00000
fourth segment contains the invoice number
in both human-readable text and bar code Br. 70 000 Xxxx X. Xxxx.
format. The invoice number must be printed #150
in Code 39 symbology and utilize the FACT Clarkston, GA
data identifier (10K) in both the text and 30021
code symbol. By bar coding the purchase
order and invoice number, Xxxxxx Micro's Br. 80 6455 Allentown
accounting department will be able to Harrisburg, PA
quickly match your invoice to the Ingram 17112
Micro purchase order to ensure prompt payment.
The last segment contains the serialized
shipping container code in both human-readable
and bar code format. Xxxxxx Micro uses the
information contained in this code to tie
together the physical contents of the carton to
the shipment information given to us by a
supplier via Electronic Data Interchange (E.D.I).
The serialized shipping container code is printed
in UCC/EAN-128 bar code symbology. It employs the
use of application identifiers, which serve the
same purpose as data identifiers, only in numeric
form. It gets its uniqueness by coupling the
seven digit UCC/EAN manufacturer number with a
nine digit shipping container number assigned by
the supplier. This bar code is only required if you
provide EDI advanced ship notification.
XXXXXX MICRO 5
HOW TO GET THE
CODES YOU NEED
WORKING WITH THE UNIFORM CODE COUNCIL The Uniform Code Council is a
not-for-profit membership corporation created in 1972 to administer the
Universal Product Code (UPC). Although membership in the Uniform Code Council is
voluntary, it is required in order to obtain the manufacturer's number
assignment necessary for a UPC. The fee for membership is based on the latest
annual U.S. domestic sales volume of the applying company and ranges from $300,
for start-up companies and those under $2 million in annual sales, to $10,000 if
you have over $500 million in sales. This sales figure should include all
products, not just the products which are chosen for coding at the time of
application.
Some manufacturers have previously applied for membership with the Uniform Code
Council, but for a Uniform Industrial Code (UIC) rather than a UPC. Within the
past few years these two programs have merged, and both now operate under the
auspices of Uniform Code Council. Manufacturer's numbers assigned under the UIC
program are now applicable for UPC's as well.
Contact the Uniform Code Council at 0000 Xxx Xxxxxx Xx., Xxx. X. Xxxxxx, XX
00000 or call (000) 000-0000. After receipt of your application, the Uniform
Code Council will assign a UPC manufacturer's number unique to your company.
This six-digit number will be for use on all of your products.
ASSIGNING UPC ITEM CODES
Each manufacturer, according to their own internal numbering system, assigns a
five-digit item number to each product. In combination with the six-digit
manufacturer nubmer, this will form the 11-digit UPC number for each product. A
calculated check-digit in the twelfth position completes the UPC code.
Currently used part numbering systems cannot always be represented, as assigning
any degree of internal intelligence of significance to the positions of the
digits dramatically reduces possible permutations and flexibility. UPCs created
from each manufacturer's number are limited to 100,000 (00000 through 99999).
If, for example, a company produces systems, components and software products
and begins each group's with "1," "2," and "3" respectively, then the 100,000
possible numbers are suddenly reduced to 30,000. Manufacturers who feel uneasy
about starting their numbering system with 00001 may choose another starting
point, such as 25000. Item numbers, then, should be chosen either sequentially
or randomly without duplication. The best place to start is usually the product
with the highest unit volume.
A different number must be assigned for each product as well as different
versions of each product, including different disk sizes or media. Additionally.
a separate code should be created for education or international versions,
promotional packages and specially priced or bundled items. The general rule to
follow is that a separate number should be created when a product is physically
or functionally different from previous products, the product is handled
differently in the channel, different package graphics/dimensions make the
product appear different from earlier versions, or the retail price changes from
one configuration to another. Minor changes that are transparent to the user,
e.g., not identified on the package or in promotional media, should not have a
new UPC assigned as this will cause the item to be treated as a different
product. Many retailers rely on unique UPCs to differentiate between product
versions, media, etc.
6 XXXXXX MICRO
BAR CODE
CONTACT LIST
XXXXXX MICRO
Xxxxxx Xxxxxx, Operations Administrator (714) 566-1000 ext. 2213
Contact Xxxxxx with any questions concerning bar codes, CTLA (formerly ABCD)
standards and other policies outlined in this guide.
Xxxxxx Micro Corporation Operations Fax Number (000) 000-0000
YOUR BUYER (000) 000-0000
Continue to contact your buyer with questions and information concerning product
changes, new products, packaging changes (including dimensions and weight),
package quantity changes and version changes.
OTHER CONTACT:
Xxx Xxxxxxx, Xx. Vice President of Operations (714) 566-1000 ext. 2215
COMPTIA
The Microcomputer Industry Assoc.
000 X. 00xx Xxxxxx
Xxx. 000
Xxxxxxx, XX 00000
(000) 000-0000
UNIFORM CODE COUNCIL
Uniform Code Council
0000 Xxx Xxxxxx Xx.
Xxx. X
Xxxxxx, XX 00000
(000) 000-0000
XXXXXX MICRO 7
LIST OF TOP BAR
BAR CODING
VENDORS
The number of products Xxxxxx Micro has received with UPC has increased
dramatically since 1992. We acknowledge the efforts of our vendors who have
adopted the UPC as their bar coding standard.
[GRAPHIC OMITTED]
CONGRATULATIONS TO THESE COMPANIES LEADING THE WAY IN PRODUCT BAR CODES!
3M Data Storage Products Crystal Graphics IBM Software
7th Level Xxxxxx Manufacturing IMC Networks
Access Software CTX IMSI Software Publishing
Acculogic D-Link Individual Software
ACI US Daceasy Inset Systems
Activision Dantz Software Insignia Solutions
Adaptive Software Datadesk International Intel
Adobe systems Datastorm Intellicom
Aitech Datatech Intellimedia Sports
Alpha Software Datawiz Interex
Amdek Xxxxx Systems, Inc. Interplay
Xxxxx Xxxxx Communications, Inc. Intersolv
Antec Daystar Digital Iomega Corp.
Apple Computer Software DCA (Crosstalk Commun.) Jetform Corp.
Appoint Delrina Technology Kensington Microware
Asants Delta Point Key Tronic
Asymetrix Deneba Kingston Technology
ATI Tech Diamond Multimedia, Inc. Kodak
Autodesk retail Digi International Labetc
Avantos Digital Systems Research Landmark Research
Aztech Labs, Inc. Discs Knowledge Research Lantronix
Banner Blue DK Multimedia Laser Go
Belkin Components DPT Lexmark
Berkeley Systems DSP Technology Xxxx Electronic Design
Broderbund Edmark Logitech
Brother EFI (Electronics for Imaging) Lotus
Xxxxxxxx Services, Inc. Electronic Arts Macromedia
Canon (Still Video Div.) Emerald Systems Xxxxx Networks
Canon Computer Epson Magnavox
CD Technology Exide Electronics Mananita Software
CE Software Expert Software Mass Micro
Central Point Intl. Farallon Maxa
Century Software Fauve Software Maxis
Cheyenne Software Focus Enhancement McAfee
Chinon America, Inc. Foresight Resources MECC
Chipsoft Frame Technology Medio Multimedia
Cirque Corp. Xxxx Computer Systems Megahertz
Citizen America Corp. Funk Software Memorex
Claris Future Domain Microsoft
Cliff's Notes Future Soft Engineering Microtek
CNET, Inc. Future Vision Multimedia Microtest
Compaq Computer GCC Technologies Midisoft
Xxxxxxx'x New Media Globalink Milan
Computer Associates Gold Disk Mindscape
Comtrol Grolier Mitac
Concentric Data Systems Xxxxx Mitsubishi (Peripherals)
Xxxxxx Storage Hewlett Packard Mountain Network Sol.
Corel Hi-Tech Musicware
Costar Hitachi (Home Entertainment) Mysoftware
Creative Labs HSC Software National Advantages
8 XXXXXX MICRO
LIST OF TP
BAR CODING
VENDORS
CONGRATULATIONS TO THESE COMPANIES LEADING THE WAY IN PRODUCT BAR CODES!
Nebe Software, Inc. Toshiba America Info
Networth Touchstone S/W Corp.
New Media Trio Information Systems
Newer Technology Xxxxx Lite
Newgan System Turtle Beach Systems
Xxxxxx-Xxxxxxx Tut Systems
Orchid Technology Ulead Systems
Novell/Wordperfect Umax
Palindome Corp. Velocity
Panamax Ventana Media
Panasonic - CPD Verbatim Corp.
Paradise Villa Xxxxxx
Paramount Interactive Visioneer
Passport Wacom
Perfect Data Wangtek/Wangdat
Persoft Weames Technology
Phoenix Technologies White Pine Software
Photonics Wizard Works
Plextor Wizard Works
PLI Xaos Tools
Polaroid Z-Ram (Camintonn Corp.)
Practical Peripherals Zoom Telephonics
Primax Electronic, Inc. Zyxel
Proxuma
Psygnosis
Q-Logic
Quark
Quarterdeck Office
Systems
Radius
Rand XxXxxxx
Rubbermaid Office
Products
Saber Software
Samsung Information
Systems
Smatron Displays, Inc.
Shapeware
Shiva Corp.
Sierra On-Line
Sigma Designs
SL. Waber
Xxxxx Micro Software
Softkey Academic
Software Publishing Corp.
Software Venture
Solectek Corp.
Sonic Systems
Specular International
Xxxx
Stac Electronics
Supra Corp.
Swite
Symantec
Syquest International
XXXXXX MICRO 9
BAR CODE CHECKLIST
Please detach and mail this completed checklist to the address on the back, or
fax to (000) 000-0000. For further assistance, contact Xxxxxx Xxxxxx at (714)
566-1000, ext. 2213.
1. Who should Xxxxxx Micro contact regarding bar codes on your products?
Company Name: __________________________________________________________________
Contact Name: __________________________________________________________________
Phone Number and Extension: ____________________________________________________
Fax Number: ____________________________________________________________________
Your Address: __________________________________________________________________
2. Does your company utilize UPC bar codes to identify your product?
(Circle one)
a. Currently utilize c. Undecided
b. Plan to utilize d. Do not plan to utilize
3. Please indicate the percentage of your PRODUCT PACKAGES which display the
following bar code formats:
UPC ___________________________________ EAN ___________________________________
Product Serial No. (Code 39 with "S" Data Identifier) __________________________
Part Number (Code 39 with "IP" Data Identifier) ________________________________
Supplier Identification (Code 39 with "2V" Data Identifier) ____________________
Case Code: _____________________________________________________________________
Other: _________________________________________________________________________
4. If you are not utilizing UPC bar code, when do you plan for all of your
product to display UP
a. Currently d. Within 2 years
b. Within 6 months e. Within 5 years
c. Within 1 year
5. Will your current or planned systems be required to capture and track
product serial numbers?
a. Yes c. Undetermined
b. Planned for future d. Not part of system design
enhancement
6. What implementation issues do you fact in putting UPCs on all of your
products?
7. What could Xxxxxx Micro do to help with these issues?
8. How else, besides product labels, are bar codes used within your company?
(master carton labels, shipping labels, etc.)?
9. Would you mind if one of the advertisers included in this publication
contacted you?
____ Yes ____ No
10 XXXXXX MICRO
Galacticomm Distributor
Price List
Effective Date: April 1, 1997
GALACTICOMM, INC.
SUGGESTED DOMESTIC
SKU# UPC# PRODUCT NAME RETAIL DISTRIBUTOR
WebCast
S-WEB-CAST-PER-PKG 744035970029 WebCast Personal $49.95 $27
S-WEB-CAST-PROSERV 744035970012 WebCast ProServer $995 $547
S-WEB-VIDBROAD-ADD 744035970043 Video Broadcaster Add-on $495 $272
S-WEB-CAST-PROWGAD 744035970036 Worldgroup Pro Add-on $295 $162
S-WEB-CAST-PERS-DL WebCast Personal - Download $29.95 N/A
Worldgroup v3.0 NT/95
S-WGNT-XXXXX-CD 744035970050 8-User NT Baseline $699 $454
S-WGNT-6PK-CD 744035972542 8-User Pack (NT) $399 $259
S-WGNT-12PK-CD 744035972559 12-User Pack (NT) $699 $454
S-WGNT-24PK-CD 744035972566 24-User Pack (NT) $1,399 $909
S-WGNT-LAN-CD 744035972573 Novell LAN option $399 $259
S-WGNT-DOUT-CD 000000000000 Dial-Out $279 $181
S-WGNT-FAXONLIN-CD 000000000000 Fax/Online $359 $233
S-WGNT-ETL-CD 744035972610 Entertainment Collection $399 $259
S-WGNT-OMNIMALL-CD Omni-Mall $1,399 $909
S-WGNT-SEARET-CD 744035972627 Search/Retrieve $279 $181
S-TCP-RADSERV-V3NT Radius Server - 32 port $500 N/A
S-TCP-RADIUS 32-V3 Radius 32-Pack $200 N/A
S-TCP-RADIUS-V3 Radius 128-Pack $700 N/A
S-WGNT-DEVKIT-CD 744035972634 Worldgroup Developers' Kit $699 $454
S-WGNT-XSRC-CD 744035972641 Extended C Source Dev. Kit $699 $454
S-WGNT-FAXSRC-CD 000000000000 Fax/Online Developer's Kit $139 $90
S-WGNT-DOUTSRC-CD 000000000000 Dial-Out C Source Code $399 $259
S-WGNT-ETLSRC-CD 744035972672 Ent. Collection Source Code $649 $422
S-WGNT-OMNISRC-CD Omni-Mall Source Code $1,399 N/A
Galacticomm Distributor
Price List
Effective Date: April 1, 1997
GALACTICOMM, INC.
SUGGESTED DOMESTIC
SKU# UPC# PRODUCT NAME RETAIL DISTRIBUTOR
Hardware
H-GBRD-HDW 744035936011 Galact/Board (WG v3.0 $275 $205
DOS only)
H-PCHN-X250-HDW PC Xnet Card $1,000 $880
H-EQXK-1516-HDW 744035946034 ISK 16-line (115.2 Kbps) $1,649 $1,263
H-EQXK-1532-HDW 744035945041 ISK 32-LINE (115.2 Kbps) $2,219 $1,686
H-EQXK-1684-HDW 744035945058 ISK 64-line (115.2 Kbps) $3,600 $2,736
H-EQXK-1596-HDW 744035945065 ISK 96-line (115.2 Kbps) $5,094 $3,871
H-EZXK-1580-HDW 744035945072 ISK 128-line (115.2 Kbps) $5,999 $4,559
H-EQXK-3016-HDW 744035945089 ISK 16-line (230.4 Kbps) $1,600 $1,216
H-EQXK-3032-HDW 744035945096 ISK 32-line (230.4 Kbps) $2,359 $1,793
H-EQXK-16PM-HDW 744035945102 ISK 16-port Upgrade (115.2 $740 $562
Kbps)
H-EQXK-08PM-HDW 744035945119 ISK 8-port Upgrade (230.4 $549 $417
Kbps)
H-EQXK-3008-HDW 744035945126 8-port Intelligent Serial $595 $52
Board
H-COMP-POWER-RACK Computone PowerRack $2,850 N/A
H-COMP-XXX-CARDS Xxxxxxxxx Xxx Cards $645 N/A
H-COMP-CABLE Computone Cables $16 N/A
H-COMP-RADIUS-BUND Computone Radius Bundle $3,550 N/A
