EXHIBIT 10.16
TEXAS
MICRO
VOLUME PURCHASE AGREEMENT
This agreement is made between Texas Microsystems, a corporation, hereinafter
referred to as SELLER, and
Company INDUSTRIAL DATA SYSTEMS
Address 000 XXXXXXX XXXXX XXXXX, XXXX. 000
Xxxx XXXXXXX Xxxxx XX Zip 77073
Hereinafter referred to as BUYER, to be effective on the 22 day of JULY ,
1996. It is understood by all parteis that this agreement shall be
governed by the laws of the State of Texas. This agreement governs the
purchase by BUYER of hardware and software products of Seller hereinafter
referred to as PRODUCT.
DEFINITONS
ORDERING PERIOD - Period of time which commences on the dae of this agreement
and terminates on the followin September 30th (not to exceed 12 calendar
months); during which BUYER shall order PRODUCT under this agreement.
DELIVERY PERIOD - Period of time which commences on the date of this
agreement and terminates on the following September 30th (not to exceed 12
calendar months); during which BUYER shall take delivery of PRODUCT
ordered under this agreement.
TERMS AND CONDITIONS OF SALES
Except as modified in this agreement, Seller's Standard Terms and
Conditions, hereto attached, will apply to all purchases.
VOLUME PURCHASE TERMS
VOLUME PRICING - BUYER shall submit, at the time of execution of this
agreement, a Product Quantity Esimate listing the total quantities of each
PRODUCT item to be ordered under this agreement. BUYER will receive
pricing according to the schedules in the Seller's Domestic Quantity
Discount Schedule, based upon Product Dollar Volume Estimate for PRODUCT.
The estimated yearly dollar volume is $500,000.
MILESTONES - BUYER shall submit, at the time of execution of this
agreement, a purchase order for at least 5% of the estimated yearly dollar
volume listed above. Further ordering of PRODUCT item under this agreement
shall proceed in accordance with the followin schedule.
Months After Cumulative Orders
Date of Agreement Dollar Requirement
3 10%
6 30%
9 60%
12 90%
If BUYER fails to meet a milestone, the discoutns previously granted will
be recalculated based upon an annual quantity extrapolated from the the
actual quantity purchased. If the commencement date of this agreement is
less than 12 calendar months, the preceeding schedule shall be adhered to
in order to meet volume.
BUYER
SELLER
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FORFEITURE OF VOLUME PRICING - Volume prices granted are subject to forfeiture
on orders delayed by BUYER to a date more than 30 days beyond the original
scheduled date or for which payment is not received by Xxxxxx within 45 days
after shipment.
PURCHASE ORDERS - Purchase Orders for all PRODUCT items to be purchased under
this agreement shall specify hardward and software model munbers, quanities,
difinite delivery date(s) within the Delivery Period, and shall refer to this
agreement by munber and date. Deliveries will be scheduled upon receipt of a
telephone order form BUYER confirmed wihtin 10 days.
All purchase orders will be acceped n writing by Seller. WARRANTY PRODUCT items
are covered by a one-year waranty from the date of shipment.
This warranty is contingent upon proper use of the PRODUCT and does not cover
PRODUCT items that have been abused or modified without Seller's approval. Full
conditions of the Seller's warranty are detailed in the attached Standard Terms
and Conditions.
TERMINATION
Seller shall have the right to terminate this agreement 30 days after BUYER is
notified in writing concerning any of the following events:
* BUYER neglects or fails to perform or observe any of its
obligations to Seller under this agreement, including
but not limited to the timely payment of nay sum due
Seller.
* There is a change in ownership of the controlling
interest of BUYER; or
* There is a reason to question BUYER'S financial
condition.
BUYER may, at any time before the end of the Ordering Period, terminate this
agreement by written notice given at least thirty (30) days in advance of the
effective date. During the said period of not less than thirty (30) days,
deliveries of all previously orderd units shall continue in accordance with the
existing delivery schedule. Payment is due upon receipt of invoice.
GENERAL
This agrment wupersedes all prior agreements and understandings between the
parties relating to quantity purchases of PRODUCT, and is intended by both
parties to be the complete and exclusive statement of the terms of the
agreement. No modifications, addition to, or waiver of the terms and conditions
of this agreement shall be effective unless in writing and signed by both
parties. No agent, employee, or represenative of Seller has any authority to
bind Seller to any afirmation, representation, or warranty concernint the
PRODUCT furnished under this agreement unless such affirmation, representation,
or warranty concerning the PRODUCT is specifically included within this
agreement or is stated in writing and signed by an officer of Seller.
In witness whereof, the parties hereeto have executed this agreement.
FOR BUYER: FOR TEXAS MICROSYSTEMS, INC.:
Signature /s/ XXXXXXX X. XXXXXX Signature /s/ XXX XXXXX
Printed XXXXXXX X. XXXXXX Printed XXX XXXXX
Name INDUSTRIAL DATA SYSTEMS Name TEXAS MICROSYSTEMS, INC.
Title PRESIDENT Title VICE PRESIDENT
Date 07/18/96 Date 08/13/96
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