Certain portions of this agreement and exhibits have been omitted and filed
separately with the United Sataes Securities and Exchange Commission pursuant
to a request for confidential treatment. The omitted portions have been
replaced by an * enclosed by brackets ([*]).
Translation
AGREEMENT FOR THE PURCHASE OF TELULAR FIXED TELEPHONY DIGITAL CELLULAR
TELEPHONES, AMONG RADIOMOVIL DIPSA, S.A. DE C.V., represented by ▇▇▇▇▇ ▇▇▇▇▇▇
Ozawa, hereinafter called "DIPSA", BRIGHTSTAR DE MEXICO S.A. DE C.V.,
represented by Diego ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, hereinafter called the
"SUPPLIER", and TELULAR CORPORATION, represented by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
hereinafter called the "Manufacturer", the parties agreeing to the following
recitals and clauses:
RECITALS
1. The legal representative of DIPSA declares that:
His principal is a business corporation organized under the laws of
Mexico, with Federal Taxpayer Registry No. RDI-841003-QJ4, and its
corporate purpose is, among other things, the installation, operation
and exploitation of mobile cellular radiotelephony services.
He evidences his capacity as legal representative of Radiomovil DIPSA,
S.A. de C.V., with a certified copy of Public Deed No. 114779 dated
October 3, 1997, before Notary Public No. 54, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of
the Federal District. He declares, under protest to tell the truth,
that said power has not been revoked or limited in any way, and that he
has sufficient powers to bind his principal pursuant to the terms of
this agreement.
2. The legal representative of the "SUPPLIER" declares that:
His principal is a business corporation organized under the laws of
Mexico, with Federal Taxpayer Registry No. BME-991012-1F9, and its
corporate purpose is, among other things, the purchase, sale,
distribution, importation and exportation of telecommunications and
similar devices.
He evidences his capacity as legal representative of Brightstar de
Mexico, S.A. de C.V., with a certified copy of Public Deed No. 83964
dated March 29, 2000, before Notary Public ▇▇. ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and, under protest to tell the
truth, declares that said power has not been revoked or limited in any
way, and he has sufficient powers to bind his principal pursuant to the
terms of this Agreement.
3. The legal representative of the "MANUFACTURER" declares that:
His principal is a business corporation organized under the laws of
Delaware, United States of America, with Employer Identification No.
▇▇-▇▇▇▇▇▇▇, and its corporate purpose is, among other things, the
manufacturing of cellular radiotelephony equipment.
He has sufficient power to bind his principal pursuant to the terms of
this agreement in accordance with applicable U.S. law by virtue of his
position as President and Chief Executive Officer of said company. He
declares, under protest to tell the truth, that said power has not been
revoked or limited in any way affecting the validity of his principal's
obligations under this agreement.
The parties agree to the following clauses and exhibits:
I. Commercial terms and conditions
First Clause Purpose
Second Clause Prices
Third Clause Form and Terms of Payment
Fourth Clause Form and Terms of Delivery
Fifth Clause Monetary Compensation
Sixth Clause Warranties
Seventh Clause Insurance
Eighth Clause Transportation and Storage
II. Training
Ninth Clause Training
III. Obligations
Tenth Clause Obligations of DIPSA
Eleventh Clause Obligations of SUPPLIER
Twelfth Clause Obligations of MANUFACTURER
IV. General Terms
Thirteenth Clause General
Fourteenth Clause Force Majeure
Fifteenth Clause Limitation of Liability
Sixteenth Clause Termination of Agreement
Seventeenth Clause Correspondence
Eighteenth Clause Jurisdiction and Competent Courts
Nineteenth Clause Powers of Legal Representatives
Exhibits
Exhibit 1 Technical Description of
Telular Model Phonecell
SX4D TDMA-800 Voice
Deskphone
Exhibit 2 DIPSA Purchase Order to
SUPPLIER
SECTION I. COMMERCIAL TERMS AND CONDITIONS
FIRST CLAUSE. PURPOSE
The MANUFACTURER sells to SUPPLIER, SUPPLIER purchases from MANUFACTURER,
SUPPLIER sells to DIPSA and DIPSA purchases from the SUPPLIER, pursuant to
the terms and conditions set forth herein, [*] Telular Model PHONECELL SX4D
TDMA-800 VOICE DESKPHONE fixed telephony digital cellular telephones, listed
in Purchase Order No. 7200032442 dated September 13, 2000, the technical
description of which is contained in Exhibit 1, which forms an integral
part hereof.
DIPSA may order and purchase additional telephones at the volume agreed
herein at any time according to its needs by means of documentation (purchase
orders) agreed among the parties.
SECOND CLAUSE. PRICES
The unit price agreed for the purchase of the fixed digital cellular
telephones by SUPPLIER from MANUFACTURER will be [*] FOB Vernon Hills,
Illinois, U.S.A.
The unit price agreed for the purchase of the fixed digital cellular
telephones by DIPSA from SUPPLIER will be [*] placed in the Telcel
warehouses, plus value added tax. The above-mentioned price is itemized
in the purchase order attached in Exhibit 2, which forms an integral
part hereof.
The MANUFACTURER undertakes to reduce its sales price for the Telular Model
SX4D TDMA-800 VOICE DESKPHONE fixed digital cellular telephones purchased
hereunder by the SUPPLIER, and the SUPPLIER undertakes to reduce its sales
price for said telephones purchased hereunder by DIPSA, at the same time and
in the same amount as the component manufacturer Ericsson reduces the sales
cost in the future of the DM10 transceiver below the initial cost for said
transceiver negotiated by Telular Corporation as of the signing of this
agreement.
The unit prices established above were calculated based on a total [*]
being delivered to DIPSA over twelve months as scheduled pursuant to the
Fourth Clause. DIPSA shall be entitled to purchase additional units under
the same terms and conditions set forth in this agreement if DIPSA provides
MANUFACTURER written notice and an appropriate purchase order (i) within
fifteen (15) months from the entry into effect of this agreement and (ii) at
least four (4) months in advance of the requested delivery by MANUFACTURER of
the additional units.
The MANUFACTURER warrants to SUPPLIER and SUPPLIER warrants to DIPSA that the
prices given are the best in the market, and such prices will never be higher
than those offered to other customers or distributors, under similar
circumstances and conditions and in similar volumes. On the contrary, and in
order to protect DIPSA, the prices assigned by SUPPLIER to DIPSA shall be
least ten dollars below the price at which SUPPLIER sells to its
distributors. Otherwise, SUPPLIER shall compensate the resulting difference
in favor of DIPSA, in accordance with the applicable purchase orders.
THIRD CLAUSE. FORM AND TERMS OF PAYMENT
The price of the telephones hereunder shall be paid in accordance with the
following:
SUPPLIER shall pay MANUFACTURER in full for each shipment of the fixed
digital cellular telephones prior to shipping, immediately upon presentation
of appropriate shipping documents issued to a freight forwarder evidencing
MANUFACTURER's instructions to make such shipment to SUPPLIER or by
irrevocable letter of credit payable in 30 days. MANUFACTURER shall ship to
SUPPLIER upon receipt of payment from SUPPLIER. MANUFACTURER will provide
SUPPLIER a .0667% discount for payments made prior to shipments.
DIPSA shall pay SUPPLIER one hundred percent (100%) of the price of each
shipment within thirty (30) days from the date of a shipment upon delivery of
corresponding invoices and evidentiary documentation, provided that SUPPLIER
supplies DIPSA a ▇▇▇▇ of lading evidencing that the shipment of telephones
purchased by DIPSA is in Mexico and document evidencing that MANUFACTURER has
been paid for said shipment.
Prices will be in the legal currency of the United States of America
(hereinafter, for the sake of brevity, indistinctly "Dollars" or "USD").
SUPPLIER will pay MANUFACTURER only in USD. DIPSA shall pay SUPPLIER in USD.
However, DIPSA may pay SUPPLIER in Mexican currency according to the exchange
rate for obligations denominated in foreign currency payable in Mexico,
published by the Bank of Mexico in the Official Diary of the Federation on
the effective date of payment.
SUPPLIER will place One Million and no/100 U.S. Dollars (USD1,000,000.00) on
deposit with MANUFACTURER to secure SUPPLIER's and DIPSA's performance under
this agreement. The entire One Million and no/100 U.S. Dollars
(USD1,000,000.00) will remain on deposit until payment is made to
MANUFACTURER in full for the first [*] telephones purchased by SUPPLIER
pursuant to this agreement, and if fewer than [*] telephones are paid for
by SUPPLIER for any reason other than MANUFACTURER's breach, SUPPLIER shall
forfeit all rights to the amount of said deposit to MANUFACTURER. Following
receipt of payment to MANUFACTURER [*] telephones, MANUFACTURER shall return
to SUPPLIER Ten U.S. Dollars (USD10.00) from the deposit for each of the
following [*] telephones paid for by SUPPLIER pursuant to this agreement.
MANUFACTURER shall retain all other rights to the deposit until it is paid
in full for the [*] telephones purchased pursuant to this agreement, and the
entire deposit will only be returned to SUPPLIER upon such final payment.
The deposit will accrue 8% simple interest which will only become due upon
return of the entire deposit to SUPPLIER.
Such payment terms shall apply to additional purchases of Telular telephones
confirmed by purchase order from DIPSA if expressly accepted by MANUFACTURER
and SUPPLIER.
FOURTH CLAUSE. FORM AND TERMS OF DELIVERY
1. The fixed digital cellular telephones which are the subject of this
Agreement shall be delivered to DIPSA through SUPPLIER in accordance with all
terms contained in the purchase order.
2. The delivery time for the telephones to DIPSA shall be monthly as
specified in the following chart and in accordance with the specifications
contained in the purchase order which forms an integral part hereof.
Number of units to be delivered Delivery Date
[*] November 2000
[*] December 2000
[*] January 2001
[*] February 2001
[*] March 2001
[*] April 2001
[*] May 2001
[*] June 2001
[*] July 2001
[*] August 2001
[*] September 2001
[*] October 2001
[*] GRAND TOTAL
In the event of lower than expected market acceptance of the telephones,
DIPSA shall be entitled to extend deliveries through December 2001, provided
it provides manufacturer four (4) months written notice of its intention to
do so.
In the event of unjustified delay or failure to deliver at least eighty
percent (80%) of the telephones specified above by of the MANUFACTURER or the
SUPPLIER, the penalties set forth in the Fifth Clause hereof will be applied
to relevant party or parties.
3. DIPSA may make additional telephone purchases, confirming to the
SUPPLIER and MANUFACTURER by means of a purchase order and new agreement that
must be acceptable to the SUPPLIER and MANUFACTURER.
4. The SUPPLIER undertakes to replace within thirty (30) days any
telephones missing from shipments not delivered in full.
5. In the event of delays in delivery by the MANUFACTURER and/or SUPPLIER,
regardless of any penalties to which it may be subject due to such non-
performance, the relevant party shall channel all its human and economic
resources to resolve the problem as soon as practicable.
6. The MANUFACTURER warrants that the telephones delivered shall be free
of manufacturing defects and defects in materials and workmanship and the
SUPPLIER warrants that the serial numbers (SN) shown on the cases contain the
same "SN" as the units of equipment, otherwise DIPSA may choose from the
following two options:
A) Hire human resources to review and correct any programming or labeling
errors detected, passing the cost on to SUPPLIER and MANUFACTURER in
accordance with their respective responsibility.
B) Return the equipment lot immediately if it is not sure that the
equipment arrived correctly packaged, having detected any error in origin,
without any liability to DIPSA, all in accordance with the Sixth Clause below.
7. All expenses incurred in importing the units shall be borne by the
SUPPLIER.
8. This Agreement may not be cancelled or modified without the express
written consent of all parties.
FIFTH CLAUSE. MONETARY COMPENSATION
1. In the event that there are delays in delivering the telephones
covered hereunder for more than twenty (20) days, due to causes attributable
to the SUPPLIER or MANUFACTURER, a penalty equivalent to one dollar per each
unit not delivered will be applied for each day of delay in delivery. Such
penalty shall be attributed between the SUPPLIER and MANUFACTURER in
accordance with their respective responsibility for the relevant delay,
provided that MANUFACTURER's performance shall be considered complete when
the telephones are available for shipping FOB Vernon Hills, Illinois, USA.
Such penalty shall not exceed four percent (4%) of the price pursuant to this
agreement of the affected telephones.
The monetary compensation mentioned in the preceding point will be paid by
the SUPPLIER to DIPSA at the time of payment of the corresponding invoice.
2. Payment of penalty interest for late payment of invoices
The SUPPLIER grants an additional period of five (5) calendar days after the
thirty (30) calendar days set forth in the agreement, for which interest will
not apply to outstanding invoices of DIPSA during the thirty-five (35) days
after presentation of the invoice.
Without waiving any other legal and contractual rights and remedies to which
they are entitled, the SUPPLIER and MANUFACTURER reserve the right to suspend
shipment of the devices in the event of default in payment.
SIXTH CLAUSE. WARRANTIES
MANUFACTURER warrants that the Telular cellular telephone Model SX4D TDMA-800
VOICE DESKPHONE telephones delivered pursuant to this agreement will be free
of manufacturing defects and defects in materials and workmanship. This
warranty will be valid for a period of 12 months from the date of delivery to
the final consumer or fifteen (15) months from the date of shipment,
whichever is less. Accordingly, MANUFACTURER warrants this product for all
parts and labor for any manufacturing defect upon delivery to the final
consumer.
The warranty shall apply as follows:
REPLACEMENT WITH NEW UNITS
All new cellular telephones submitted by the customer under the warranty less
than 15 days from the time it is received by DIPSA and with less than 60
minutes of use (internal counter) shall be exchanged on an express basis, in
other words, as soon as practicable, physical exchange for a new unit, for
which SUPPLIER shall maintain a stock of new equipment of 500 units. Such
units will be provided by the MANUFACTURER. MANUFACTURER shall hold title in
all units that are not consumed by DIPSA in the discharge of MAUNUFACTURER's
warranty obligation hereunder.
DIPSA shall be responsible for the transportation (including related
insurance) of all non-functioning equipment to SUPPLIER in Mexico City.
SUPPLIER shall be responsible for the transportation (including related
insurance) required to deliver replacement equipment to DIPSA at one of the
nine (9) DIPSA distribution centers located within the Republic of Mexico.
MANUFACTURER shall pay SUPPLIER Two United States Dollars and no/100
(USD2.00) plus actual SUPPLIER's transportation, importation and related
insurance costs per telephone unit replaced, based on actual cost as
evidenced by invoices, for managing and replacing such telephone units.
EQUIPMENT REPAIR
The MANUFACTURER undertakes to repair, for its own account, telephones
submitted by the user under warranty for telephones that do not function
properly. If the claim exceeds the term of 10 days following the purchase or
activation, the MANUFACTURER shall repair the equipment immediately and may
not exceed ten (10) business days from the time the equipment is received for
such repair, after MANUFACTURER or its representative receives the damaged
equipment. Any repair not covered by the warranty shall be charged to the
customer. DIPSA must transport equipment requiring repair to a location
designated by MANUFACTURER, and MANUFACTURER will be responsible for
transportation (and related insurance) costs required to return the repaired
equipment back to one of the nine (9) DIPSA distribution centers in Mexico.
SEVENTH CLAUSE. INSURANCE
All insurance-related procedures and expenses will be paid by the SUPPLIER
until delivery to the warehouses of DIPSA.
EIGHTH CLAUSE. TRANSPORTATION AND STORAGE
1. Transportation Terms: All expenses for transportation of the
telephones covered hereunder from the place of origin to the place of
delivery to the DIPSA warehouses shall be paid by the SUPPLIER, as set forth
in its purchase order, which is an integral hereof.
SECTION II. TRAINING
NINTH CLAUSE. TRAINING
The MANUFACTURER undertakes to offer once a month for a period of six months
a technical course for ten persons and technical service for each of the
different departments of the company in order for the company to provide
telephone repair service according to the level considered by Telular
Corporation.
These courses will be given at the facilities of DIPSA in Mexico City.
The SUPPLIER must provide said courses on the dates agreed by the parties,
which must be given at no cost by highly skilled personnel.
SECTION III. OBLIGATIONS
TENTH CLAUSE. OBLIGATIONS OF DIPSA
The obligations of DIPSA are:
1. Comply with each and every one of the obligations it assumes hereunder.
2. Accept all [*] contracted units.
3. Pay the SUPPLIER within the term indicated in the Third Clause and in
accordance with the amounts set forth in the purchase order that forms an
integral part hereof.
4. Comply with all the terms of this Agreement.
5. Use its best efforts as agreed among the parties to improve marketing
efforts in the event market acceptance of the telephones is less than
expected.
ELEVENTH CLAUSE. OBLIGATIONS OF THE SUPPLIER
The obligations of the SUPPLIER are:
1. Promptly deliver at the agreed times and form, the Telular SX4D
TDMA-800 VOICE DESKPHONE cellular telephones in accordance with the order
specifications which form an integral part hereof. If there is a delay, the
penalties set forth in the Fifth Clause will be applied.
2. Deliver to DIPSA the telephones covered hereunder, in the terms and
conditions set fourth in the Fourth Clause.
3. Pay MANUFACTURER for the telephones covered hereunder, in the terms
and conditions set fourth in the Third Clause.
4. Confirm the performance of the telephones before the applicable
authorities and secure the ▇▇▇▇▇ Oficial Mexicana (NOM) (for which it will
be reimbursed by MANUFACTURER for related expenses of not more than Three
Thousand United States Dollars and no/100 (USD3000.00)).
5. Comply with all the terms of this Agreement.
6. Use its best efforts as agreed among the parties to improve marketing
efforts in the event market acceptance of the telephones is less than
expected.
TWELFTH CLAUSE. OBLIGATIONS OF MANUFACTURER
The obligations of MANUFACTURER are:
1. Comply with each and every one of the obligations it assumes hereunder.
2. Manufacture all [*] contracted units.
3. Deliver to the SUPPLIER the contracted units in accordance with the
terms and conditions indicated in the Fourth Clause.
4. Comply with all the terms of this Agreement.
5. Use its best efforts as agreed among the parties to improve marketing
efforts in the event market acceptance of the telephones is less than
expected.
6. Provide SUPPLIER with all technical information necessary, including
manuals, to enable SUPPLIER to secure the NOM and confirm the performance of
the telephones with applicable authorities.
SECTION IV. GENERAL TERMS
THIRTEENTH CLAUSE. GENERAL
1. Contracts with Third Parties
The SUPPLIER and/or MANUFACTURER may enter into agreements with third parties
with the knowledge and express authorization of DIPSA, whether legal or
natural persons, for the delivery of Telular telephones. Said authorization
shall not contravene the timely delivery of the telephones, but it will be
directly responsible to DIPSA for telephone quality. This circumstance may
not be utilized or made an exception as a reason for evading compliance with
the warranties and/or monetary penalties set forth herein.
2. Contract Administration
Immediately after the signing of this Agreement, each party shall designate
its authorized representatives in writing, who shall be authorized to sign
the correspondence relating to the Agreement and the execution thereof. The
representatives shall not have the power to agree to changes in the
Agreement. At the request of either of the parties hereto, the
representatives shall do what is necessary to hold review meetings.
3. Civil Liability
The SUPPLIER and MANUFACTURER, upon delivery to the site of the telephones
which are the subject hereof, shall be released from any liability to DIPSA
or third parties, with respect to persons and/or property, due to accidents
or claims as a result of the operation and/or handling of the telephones.
4. Signature Identification.
This Agreement must be signed on all pages hereof as proof of validation by
the legal representatives of DIPSA, MANUFACTURER and the SUPPLIER.
5. Compliance with Laws
Neither SUPPLIER nor DIPSA will use any payment or other benefit derived from
MANUFACTURER to offer, promise or pay any money, gift or any other thing of
value to any person for the purpose of influencing official actions or
decisions affecting this agreement, while knowing or having reason to know
that any portion of this money, gift or thing will, directly or indirectly,
be given, offered or promised to (i) an employee, officer or other person
acting in an official capacity for any government or its instrumentalities or
(ii) any political party, party official or candidate for political office.
FOURTEENTH CLAUSE. FORCE MAJEURE
Neither of the parties shall be deemed liable nor shall be subject to any
penalties due to the non-performance or delay in performing its obligations
hereunder, if said non-performance or delay is due to fortuitous events or
events of force majeure such as strikes, war, hostilities, civil unrest or
riots, fire, cataclysm or, in general, any cause beyond the control of either
party and not caused by said parties.
In such case, the affected party shall notify the other party within fifteen
(15) calendar days following the event, with all the information available
with respect thereto, to the extent that circumstances permit it.
The term of the Agreement shall be extended for the time necessary to
compensate for the delay caused by the event of force majeure in accordance
with the provisions of this Agreement.
FIFTEENTH CLAUSE. LIMITATION OF LIABILITY
The liability of either of the companies to pay the other indemnification for
non-performance of the Agreement shall be with respect to the result of such
non-performance, without exceeding the total value of the non-performance of
the Agreement.
None of the parties hereto may take any action as a result of non-performance
of this Agreement or of any of the obligations hereunder after an additional
two (2) years from the time the cause of action occurred.
SIXTEENTH CLAUSE. TERMINATION OF THE AGREEMENT
A) None of the parties may terminate this agreement early for any reason
without the express written consent of all other parties. The agreement
shall be considered to be terminated when the MANUFACTURER delivers to
SUPPLIER and SUPPLIER delivers to DIPSA the last unit of the [*] contracted
hereunder and when they have been paid for.
B) The agreement may be extended as the telephones are sold by DIPSA,
upon terms agreeable to all of the parties.
SEVENTEENTH CLAUSE. NOTICES
For purposes of this Agreement, the parties indicate the following as their
domiciles:
For RADIO MOVIL DIPSA, S.A. DE C.V. For BRIGHTSTAR DE MEXICO, S.A. DE C.V.
(DIPSA): (SUPPLIER):
RADIOMOVIL DIPSA, S.A. DE C.V. BRIGHTSTAR DE MEXICO, S.A. DE C.V.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ Col. San ▇▇▇▇▇ ▇▇▇▇▇
Col. Anahuac, C.P. 11320 Col. San ▇▇▇▇▇ ▇▇▇▇▇
Mexico, D.F. C.P. 54170 Tlalnepantla Edo. De Mexico
For TELULAR CORPORATION
(MANUFACTURER):
TELULAR CORPORATION
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
U.S.A
The above-mentioned addresses are understood to be for purposes of
notification and communication solely and exclusively with respect to this
Agreement.
EIGHTEENTH CLAUSE. JURISDICTION AND COURTS
For the interpretation and performance of this Agreement, the parties submit
themselves to the jurisdiction and competence of the courts of Mexico City,
D.F., which shall be solely competent to resolve any dispute arising between
the parties, who waive any forum that may correspond to them by reason of
their present or future domiciles, declaring henceforth that their respective
domiciles are as indicated in the immediately preceding clause.
NINETEENTH CLAUSE. POWERS OF THE LEGAL REPRESENTATIVES
DIPSA declares that its legal representative has sufficient powers to sign
this agreement, which powers to date have not been revoked, restricted or in
any way limited.
The SUPPLIER declares that its legal representative has sufficient powers to
sign this agreement, which powers to date have not been revoked, restricted
or in any way limited.
The MANUFACTURER declares that its legal representative has sufficient powers
to sign this agreement, which powers to date have not been revoked,
restricted or in any way limited.
This Agreement is read, signed and ratified in duplicate in Mexico, D.F., on
September 13, 2000, as the true expression of their will and does not contain
any provisions to the contrary, representing fraud, injury or bad faith with
respect to the parties.
For RADIO MOVIL DIPSA, S.A. DE C.V.: For BRIGHTSTAR DE MEXICO, S.A. DE C.V.:
RADIOMOVIL DIPSA, S.A. DE C.V. BRIGHTSTAR DE MEXICO, S.A. DE C.V.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇
Col. Anahuac, C.P. 11320 Col. San ▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
▇▇▇▇▇▇, D.F. Tlalnepantla Edo. De Mexico
▇▇▇▇▇ ▇▇▇▇▇▇ OZAWA DIEGO ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Legal Representative Legal Representative
For TELULAR CORPORATION
(MANUFACTURER):
TELULAR CORPORATION
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
U.S.A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
WITNESSES
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Purchase Manager
RADIOMOVIL DIPSA, S.A. DE C.V.
EXHIBIT 1
Technical Description of Telular Model Phonecell SX4D TDMA-800 Voice Deskphone
[*]
EXHIBIT 2
DIPSA Purchase Order to SUPPLIER
TELCEL M.R. Vendor Code 511863 Ship Via
Digital PCS Vendor Address FOB Vendor
▇▇▇▇ ▇▇▇▇▇▇▇ No. 366 Brightstar De Mexico, S.A. De C.V.
Col. Anahuac, C.P. 11320 ▇▇. ▇▇▇▇▇▇▇▇▇ #▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ D.F. San ▇▇▇▇▇ ▇▇▇▇▇
Tlanepantla According to
MX Contract
C.P. 54170
Tel: ▇▇▇▇ ▇▇▇▇ Consign to:
According to
clause in
Contract
Warehouse
goods to be
delivered to
(Optional
invoice to:)
See detailed
order
Payment Terms
Special
conditions
verified in
the order
(From receipt
of documents)
Quotation's
Purchase Order Numbers Dated Month Day Year
7200032442
Page
Month Day Year Number Observations
09.13.2000 1 of 2 Purchase Order Number Must Be
Mentioned On All Correspondence Modification
Requisition Number Buyer Documents And Packing No 407
See detailed 020
position in order
Net Net
Requisition/ Unit Total
Item Material No. Description Mth Day Year Quantity Unit Price Price
00010 / Telular 10 01 2000 [*] Pcs [*] [*]
/7000127 Phonecell
TLR00001
Cellular Equipment Telular Brand Phonecell SX4D
TDMA Deskphone Model
Includes:
1 One Desktop Cellular Telephone
Handset
Antenna And/Or Adapter
Power Supply And/Or Adapter
OTAF Function
Programming
Telcel Design Packaging
Distribution To Regions
Express Exchange Stock
12 Month Warranty
Manual In Spanish
Purchase Order 7200032442
Page Number 2 of 2
Modification # 407
Article description is modified as it does not include backup battery
Telular brand cellular equipment phoncell SX4D TDMA-800 Deskphone model.
The detailed description of the equipment is specified in attachment 1 of the
contract signed between Telular Corporation and Radiomovil Dipsa S.A. De C.V.
Requestor:Regions 01 to 09
By accepting the order, the provider accepts all of the conditions set forth
in the contract.
Payment Terms
According to contract
Delivery Schedule
According to clause four of the contract
Warranty
According to the contract
Notes
This purchase order is subject to the clauses and attachments to the
contract signed between Telular Corporation, Brightstar S.A. De C.V.
and Radiomovil Dipsa S.A. De C.V.
Payment will be made according to the exchange rate of the day prior to
payment (Official Federal Newspaper)[(Diario Oficial De La Federacion)]
As Telcel's policy, the supplier shall invoice in the currency in which
this order is made.
Any notations after this line are null
