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EXHIBIT 10.5
AUTHORIZED RESELLER AGREEMENT
This agreement is executed by and between SAGE INC and REPTRON ELECTRONICS,
"Authorized Reseller" for FLAT PANEL CONNECTIVITY PRODUCTS.
The parties agree as follows:
1. AUTHORIZATION
The above named Authorized Reseller has been appointed on a non-exclusive
basis for the distribution, resale, service and promotion of SAGE INC
products. SAGE INC reserves the right to appoint additional distributors
and to sell directly or through its agents in the market area as it deems
necessary for effective market coverage.
2. PRICES AND TERMS
Subject to written order acceptance, SAGE INC agrees to sell, and
Authorized Reseller agrees to purchase, the products at prices set forth in
the SAGE INC authorized distributor net price schedule ("Distributor
Schedule"), F.O.B. shipping point, net 30 days, on SAGE INC terms and
conditions of sale, both as in effect at the time Authorized Reseller's
orders are received by SAGE INC at its offices in SANTA CLARA, CALIFORNIA
(city & state). Price changes will only be made upon 30 days prior written
notice to Authorized Reseller. In the event of a price decrease, Authorized
Reseller will receive credit to the extent of the decrease for SAGE INC
product on its shelf on the date the price decrease notification is
effective, provided a complete inventory of such products is received by
SAGE INC on or before the 15th day after effective date. Any invoice not
paid within 30 days will be assessed on interest charge at the rate of 2%
per month on the outstanding balance (24% per year) or the highest rate
allowed by law, whichever is less.
3. AUTHORIZED RESELLER RESPONSIBILITIES
Authorized Reseller shall use its best efforts to promote and develop the
market for the sale of the products, and to that end shall maintain a
suitable place of business and an adequate stock of SAGE INC products to
meet promptly and efficiently the normal requirements of its customers. The
same shall include a reasonable display and inventory space.
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4. ____________________ ASSISTANCE
SAGE INC shall (i) make available to Authorized Reseller inventory
adjustment privileges, sales and promotional literature, catalogs and
seminars, along with other assistance as set forth in SAGE INC's Authorized
Reseller Policy and Procedures Agreement; (ii) encourage customers to place
orders with distributors; (iii) keep Authorized Reseller advised of changes
in SAGE INC sales policies affecting Authorized Reseller operations.
5. WARRANTY
All products sold in accordance with this agreement shall be subject to the
warranty set forth in the SAGE INC standard terms and conditions of sale in
effect at the date of receipt of any order by SAGE INC. Presently, SAGE INC
warrants its products under normal use and service for a period of one year
(based on either the product date code or proof of purchase) whichever is
later.
6. RELATIONSHIP OF PARTIES
Nothing herein shall be construed as constituting Authorized Reseller an
agent or legal representative of SAGE INC, or to create in Authorized
Reseller any right or authority to incur any obligations on behalf of SAGE
INC, or to bind SAGE INC in any way. Orders are not binding upon SAGE INC
until received, accepted and approved in writing by SAGE INC.
7. DURATION OF AGREEMENT
Term of this agreement shall commence upon date of execution by both
parties and shall continue in effect until terminated as provided below.
This agreement may be terminated by either party upon 30 days prior written
notice, with or without cause, to the other party's last known address by
registered mail, return receipt requested, postage prepaid. In the event of
Authorized Reseller insolvency or bankruptcy, assignment for the benefit of
creditors, receivership, dissolution or institution of proceedings for
reorganization, attachment of assets lasting more than 30 days, or breach
of obligations under this agreement, SAGE INC shall be deemed to have
terminated this agreement for cause. If SAGE INC so terminates for cause,
the termination notice shall specify in reasonable detail the reasons
therefore.
8. THIS DISTRIBUTORSHIP IS AT WILL
No right to be an Authorized Reseller to any geographical area or specific
sales is granted or created hereby. Said Reseller rights are granted solely
at the unilateral
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discretion and determination of SAGE INC and no proprietary, continuing or
other rights of any kind are created in the Authorized Reseller or this
agreement.
9. REPURCHASE OF PRODUCTS
Upon termination of this Agreement, SAGE INC shall repurchase unused
products in Authorized Resellers inventory and Authorized Reseller agrees
to sell the same to SAGE INC as follows:
A. In the event SAGE INC exercises its right to terminate this Agreement
pursuant to the 30 days notice option, it shall repurchase all
returnable SAGE INC products sold to Authorized Reseller under this
agreement which are on hand, unsold by Authorized Reseller and in
merchantable condition at the termination date, at either the maximum
discount as shown on the then current Distributor Schedule or at
prices shown on the original invoice for the products, whichever is
less.
B. In the event Authorized Reseller terminates this Agreement or SAGE INC
terminates the Agreement for cause (ref: No. 7 "Duration of
Agreement"), SAGE INC will repurchase all or part of the products at
either of the prices as set forth in paragraph A above, less 15%
restocking and inspection charge, and issue credit against all unpaid
invoices by Authorized Reseller or refuse such purchase in whole or in
part.
10. CONFIDENTIALITY
Authorized Reseller agrees to maintain confidential all information
provided to it by SAGE INC and identified as confidential, and, upon
request, to return to SAGE INC all such confidential information in its
possession. Price lists, policy information, and amounts and nature of
purchase by customers are conclusively agreed and understood to be
confidential and trade secrets, protected information. Customer lists are
not exclusive to either SAGE INC or Authorized Reseller. However,
Authorized Reseller specifically agrees not to disclose, use, or utilize in
any way, shape or form, directly or indirectly, any of the confidential
information, including but not limited to, price lists which SAGE INC or
its representatives may provide to Authorized Reseller.
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11. ASSIGNMENT
This Agreement may not be assigned in whole or in part by Authorized
Reseller without prior written consent of SAGE INC. No proprietary or any
other rights attached hereto and no assignment is deemed appropriate or
possible.
12. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of California. The parties hereto specifically agree
that the proper place for venue for any legal action, judicial,
administrative, through arbitration or otherwise, shall be Irvine,
California.
13. ATTORNEY FEES
In the event of any action instituted between the parties in connection
with this Agreement, the prevailing party shall be entitled from the
losing party all the prevailing party's costs and expenses including
without limitation court costs and reasonable attorney fees.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter of this Agreement. No additions to or
modifications of any provisions contained in this Agreement shall be
effective unless fully set forth in a writing signed by all parties.
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15. AUTHORIZED RESELLER ACKNOWLEDGEMENT
Authorized Reseller acknowledges receipt and review of a copy of this Authorized
Reseller Policy, Procedures and Agreement (15 pages), and Authorized Reseller
agrees to the terms and conditions of said documents.
Authorized Reseller further understands that failure to comply with or conduct
its (Authorized Reseller's) business within such guidelines and/or this
Agreement, provides SAGE INC with a basis for termination for cause.
SAGE INC Reptron Electronics, Inc.
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Authorized Reseller
/s/ CHANDRASHEKAV REDDY /s/ R. XXXXXX XXXXXXX
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By (Signature) By (Signature)
CHANDRASHEKAV REDDY R. Xxxxxx Xxxxxxx
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Print Name Print Name
Director of Corporate
PRESIDENT Product Marketing
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Title Title
11/27/96 November 14, 1996
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Date Date:
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