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[CONFIDENTIAL TREATMENT REQUESTED]
INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED, ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.
EXHIBIT 10.1
GTECH CORPORATION
AGREEMENT NO. 97530098002
BY AND BETWEEN
GTECH CORPORATION
00 XXXXXXXXXX XXX
WEST GREENWICH, RI 02817
AND
TRANSACT TECHNOLOGIES INCORPORATED
AND
MAGNETEC CORPORATION
0 XXXXX XXXX
WALLINGFORD, CONNECTICUT 06492
FOR THE PURCHASE OF
REFER TO SECTION 1
COMMENCEMENT DATE: OCTOBER 1, 1996
TERM: SIXTY (60) MONTHS
GTECH REPRESENTATIVES TRANSACT REPRESENTATIVES
Xxxxxxx Xxxxxx________________ Xxxx Xxxxxxxx___________________
Xxxxx Xxxxxx__________________ Xxxx Xxxxxxxxx__________________
Xxxxx Xxxx____________________ Xxxx Xxxxxx ____________________
GTECH CORPORATION OEM PURCHASE AGREEMENT
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1. TERMS AND CONDITIONS
1.1 Products ______
1.2 Services ______
1.3 OEM Purchases ______
1.4 No Minimum Commitment ______
2. ORDERING
2.1 Purchase Orders ______
2.2 Priority Orders ______
2.3 Provisioning Orders ______
2.4 Lead Time ______
2.5 Rescheduling ______
2.6 Cancellation for Convenience ______
2.7 Forecast ______
3. SHIPPING, PACKAGING, DELIVERY
3.1 F.O.B.; Title; Risk of Loss ______
3.2 Shipment ______
3.3 Packaging ______
3.4 International Shipments ______
3.5 Early Arrival ______
4. PRICE
4.1 Unit Prices ______
4.2 Price Reduction ______
4.3 Price Reduction on Spare Parts and Repairs ______
4.4 Most Favored Customer ______
5. PAYMENT
______
6. TAXES AND DUTIES
______
7. CHANGES
7.1 Product Changes ______
7.2 GTECH Changes ______
7.3 Enhancements, Successor Products ______
8. PRODUCT QUALITY AND RELIABILITY REQUIREMENTS
8.1 Vendor Survey ______
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8.2 Final Test and Inspection Data ______
8.3 Test Equipment and Procedure Correlation ______
8.4 Source Inspection ______
8.5 Ship-To-Stock Program ______
8.6 Failure Analysis and Corrective Action ______
8.7 GTECH's Rights with Respect to Non-Conforming Goods ______
9. INSURANCE
9.1 Vendor Insurance Coverage ______
9.2 Workers Compensation and Employers Liability ______
9.3 Automobile Liability ______
9.4 Public Liability ______
9.5 Umbrella Policy ______
9.6 Crime Insurance ______
9.7 Proof of Insurance ______
10. INDEMNITY
______
11. SPARE PARTS
11.1 Recommended Spare Parts ______
11.2 Non-Standard Parts ______
11.3 Emergency Stock ______
11.4 Spares Support ______
12. REPAIR SUPPORT
12.1 Repair Orders ______
12.2 International Repair and Support ______
12.3 Failure Analysis ______
12.4 Repair Capabilities ______
12.5 Test Equipment ______
12.6 Qualified Vendor List ______
12.7 Diagnostics ______
12.8 Documentation ______
13. TRAINING
______
14. WARRANTIES
14.1 Vendor Standards ______
14.2 Authority ______
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14.3 Title; Infringement ______
14.4 Conformance; Defects ______
14.5 Freight Costs on Warranty Repairs ______
14.6 Freight Charges on Non-Warranty ______
15. BAILMENT AGREEMENT
______
16. TOOLING
______
17. FORCE MAEJURE
______
18. CONFIDENTIALITY
18.1 Vendor ______
18.2 GTECH ______
19. PUBLIC ANNOUNCEMENTS
______
20. NOTICES
______
21. ASSIGNMENT
______
22. TERMS AND TERMINATION
22.1 Terms ______
22.2 Termination; By GTECH ______
22.3 Termination; By Vendor ______
22.4 Obligations of Termination ______
23. CONFLICTING PROVISIONS
______
24. MANUFACTURING RIGHTS
______
25. MISCELLANEOUS
______
ATTACHMENTS
1. - Product Specification ______
2. - Pricing ______
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3. - Lead Time & Rescheduling ______
4. - Bailment Agreement ______
5. - Non-Warranty Repair Costs ______
6. - Manufacturing Rights ______
GTECH OEM PURCHASE AGREEMENT
THIS AGREEMENT between GTECH CORPORATION, a Rhode Island corporation,
with offices at 00 Xxxxxxxxxx Xxx, Xxxx Xxxxxxxxx, XX
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02817 ("GTECH") and TRANSACT TECHNOLOGIES INCORPORATED a Connecticut
corporation, with offices at 0 Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxxxx 00000 and
MAGNETEC CORPORATION a Connecticut corporation, with offices at 0 Xxxxx Xxxx,
Xxxxxxxxxxx, Xxxxxxxxxxx 00000 ("Transact Technologies Incorporated and Magnetec
Corporation are hereinafter referred to as VENDOR"), sets out the terms and
conditions under which VENDOR will sell the Products and provide the Services
described in this Agreement and Attachments to GTECH. Transact Technologies
Incorporated and Magnetec Corporation are jointly and severally liable for all
obligations of VENDOR hereunder.
1. Terms and Conditions
1.1 Products. As used in this agreement, "Products" means the products,
as well as VENDOR's spare parts, subassemblies, operating supplies, maintenance
kits, and options, if any, produced in accordance with the specification
attached hereto as Attachment 1 ("Specification") and any subsequent
modifications authorized in accordance with the terms of this Agreement.
Products include pre-approved vendor model numbers in conjunction with the
specification.
1.2 Services. As used in this Agreement, "Services" means the ancillary
services, if any, to be provided by TRANSACT in accordance with the terms of
this Agreement including without limitation, those services described in Section
11 and 12 of this Agreement.
1.3 OEM Purchases. GTECH represents that the Products purchased under
this Agreement are intended primarily for resale, rental or lease directly and
indirectly to GTECH's customers under trademarks and trade names selected by
GTECH for use in conjunction with GTECH systems or with other value added by
GTECH, its subsidiaries or its distributors. Products may also be used by GTECH
and its subsidiaries for their internal use.
1.4 No Minimum Commitment. Except as set forth in Attachment 3, unless
otherwise specified, there is no minimum quantity of purchases under this
Agreement. VENDOR will furnish Products and Services on an as-ordered basis. It
is expressly understood and agreed that GTECH is not obligated to purchase any
or all of the Products and Services required from VENDOR and that GTECH may
manufacture competitive Products and Services itself and/or procure competitive
products and services from other vendors. Notwithstanding any other provision of
this Agreement to the contrary, GTECH hereby agrees to purchase from VENDOR the
minimum number of PRODUCTS set forth on the schedule of firm fixed deliveries
provided in Attached 3 of this Agreement. GTECH's agreement to purchase such
Products is a non-cancelable order for the total number of units set forth in
Attachment 3, to be delivered on the same schedule as set forth thereon, subject
only to GTECH's right to accelerate, all in accordance with the terms and
conditions of this Agreement, unmodified by any purchase order issued hereunder.
2. Ordering
2.1 Purchase Orders. All purchases under this Agreement will be made
under purchase orders referencing this Agreement issued by GTECH or by any
subsidiary or affiliate of GTECH. Purchase Orders will be deemed accepted by
VENDOR unless rejected in writing by XXXXXX
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specifying the reasons for rejection within fourteen (14) calendar days after
receipt of the Purchase Order. Purchase orders may be rejected by VENDOR only if
a Purchase Order does not comply with the terms and conditions of this Agreement
or proposes new or additional terms that are not acceptable to VENDOR. Any
purchase order issued in connection with the non-cancelable order set forth in
Attachment 3 shall not add any new or different terms or otherwise purpose to
modify or amend to this Agreement with respect to such order.
2.2 Priority Orders. GTECH Purchase Orders for spare parts identified
as "Priority Orders" shall be shipped within twenty-four (24) hours after
receipt by VENDOR's Customer Service Division. In the event that Products
ordered within the Normal Lead Time are overdue for delivery to GTECH , VENDOR
shall ship replacement Product to GTECH at no additional cost to GTECH, and any
premium air freight charges shall be prepaid by, and borne by VENDOR.
2.3 Provisioning Orders. GTECH Purchase Orders for spare parts
identified as "Provisioning Orders" shall be shipped within twenty (20) days
after receipt by VENDOR. Provisioning Orders shall not be decremented by
placement of any Priority Orders, unless expressly requested by GTECH.
2.4 Lead Time. Subject to GTECH's right to accelerate described in
Attachment 3, unless otherwise agreed in writing Products or Services will be
delivered on the schedule set forth in Attachment 3. If GTECH requests delivery
with less than Normal Lead Time to meet a special requirement, including the
replacement of Products lost or damaged in shipment, VENDOR will use its best
efforts to expedite delivery; including, without limitation, giving GTECH first
priority with respect to all Products in stock or on order, provided however,
that GTECH shall not pay any additional charges or costs for expediting unless
such charges or costs have been accepted in writing by GTECH.
2.5 Rescheduling. GTECH may reschedule delivery of any Product or
Service by written notice to VENDOR at anytime before the delivery date
specified in the applicable Purchase Order as specified in Attachment 2 and
Attachment 3.
2.6 Cancellation for Convenience. GTECH may cancel any or all Purchase
Orders or part thereof at any time prior to the scheduled delivery date. In such
event, with respect to customized GTECH-specific Products which cannot be
resold, GTECH and VENDOR will negotiate a reasonable cancellation charge based
on Vendor's cost, as supported by proper documentation, to be paid to VENDOR as
liquidated damages as GTECH's sole obligation and VENDOR's sole remedy. In no
event shall such cancellation charges exceed the amount specified in Attachment
2, Pricing.
2.7 Forecast. Any forecast is provided as a good faith estimate of
GTECH's anticipated requirements for Products for the periods indicated based on
current market conditions and does not constitute a commitment to purchase any
quantity of Products or Services.
3. Shipping, Packaging, And Delivery
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3.1 F.O.B., Title, Risk of Loss. Unless otherwise agreed, deliveries of
Products will be made F.O.B. VENDOR 's dock, continental U.S. facility. Subject
to proper packaging, title and risk of loss shall pass to GTECH upon proper
tender of the Products to the carrier. VENDOR will provide proof of delivery
upon request and will provide reasonable assistance to GTECH at no charge in any
claim GTECH may make against a carrier or insurer for misdelivery, loss or
damage to Products after title has passed to GTECH.
3.2 Shipment. VENDOR will ship Product in accordance with GTECH's
instructions if a delivery date is specified in the purchase order. In the
absence of any other instructions, Products will be shipped by common carrier
commercial land freight for delivery in the continental United States and by
ocean freight for deliveries elsewhere, insurance and shipping charges collect.
3.3 Packaging. VENDOR shall affix to the outside of each shipment a
list of contents, including serial numbers, to allow for review of contents upon
receipt. Products shall be packaged in accordance with any special instructions
in Attachment 1. Where no special instructions for packaging is provided,
GTECH's general packaging specification , Attachment 1, (or current version
supplied to VENDOR) shall be used.
3.4 International Shipments. If GTECH specifies delivery for
international shipment by GTECH or GTECH's freight forwarder, VENDOR will be
responsible for obtaining any necessary U.S. Department of Commerce export
licenses, permits or approvals. GTECH will be responsible for any licenses,
permits or approvals of the country of import.
3.5 Early Arrival. GTECH reserves the right to reject Products arriving
at GTECH's facilities more than five (5) days before the delivery date if one is
specified in the Purchase Order.
4. Price
4.1 Unit Prices. The prices for Products, Services, (if separately
priced) operating supplies, maintenance kits, and spare parts under this
Agreement will be as specified in Attachment 2, 2A1 and 2A2. Unless otherwise
stated in Attachment 2, 2A1 and 2A2, the prices and pricing formulas in
Attachment 2, 2A1, 2A2, will remain in effect for the Term of the Agreement and
any extensions. GTECH international subsidiaries may purchase Products under the
same conditions as in Attachment 2, 2A1 and 2A2, in US Dollars.
4.2 ***** *********. VENDOR represents that the prices ********* **
********** * *** *** ****** prices charged to any other customer of VENDOR
purchasing the **** ** ****** quantities of Product, spare parts and/or Services
under similar terms and conditions. If at any time or times hereafter VENDOR
offers Product and/or Services to any other customer on more favorable terms,
conditions or prices, VENDOR shall at the time offer the same terms, conditions
and prices to GTECH. If accepted by GTECH, such terms, conditions and/or prices
shall apply to all Products and Services purchases by GTECH for the balance of
the Term.
4.3 Price Reductions on Spare Parts and Repairs. In the event of a
price reduction on the Product covered under this Agreement, VENDOR agrees to
reduce the list price of that component, the component as a spare part, and
repairs as related to that component. The price reduction will
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apply to all Purchase Orders for spare parts and repairs which are scheduled for
delivery no less than thirty (30) days after the effective date of the price
reduction.
4.4 Most Favored Customer. All of the prices, terms, warranties and
benefits granted by Vendor herein are comparable to or more favorable to Vendor
than the equivalent terms being offered by Vendor to any present customer. If
Vendor shall, during the period from the Effective Date to the date of
acceptance of the Equipment, enter into arrangements with any other customer
providing in the aggregate greater benefits or more favorable terms (other than
more favorable prices caused solely by difference in foreign currency exchange
rates), this Agreement shall thereupon be deemed amended to provide same to
GTECH.
5. Payment
VENDOR may issue invoices no earlier than the shipping date of the
Products or Services. Payment will be made within ********** *** ******** ****
** ** ******* of receipt of proper invoices. Payment shall not constitute
acceptance on non-conforming Products. For repair of products at international
locations, term of payment will be ********** *** ******** ****.
6. Taxes and Duties
Attachment 2, 2A1 and 2A2, sets forth all taxes applicable to the
Products. GTECH will pay as a separate invoiced item only such sales, use,
value-added or similar tax listed therein (all other taxes are excluded,
including, without limitation, taxes based upon VENDOR's net income), lawfully
imposed on the sale of the Products or provision of Services to GTECH. Taxes,
duties or like charges imposed on the Products after title has passed to GTECH
will be paid by GTECH unless such charges are the result of a trade sanction
imposed on VENDOR's Products, as specified in Section 22.2, below. In lieu of
taxes, GTECH may furnish to VENDOR a tax exemption certificate. VENDOR agrees to
provide reasonable assistance to GTECH, without charge, in any proceeding for
the refund or abatement of any taxes GTECH is required to pay under this Section
6.
7. Changes
7.1 Product Changes. VENDOR shall submit evaluation samples of all
Products changes that affect form, fit, function, maintainability, reparability,
reliability or appearance at least ninety (90) days before such changes are
implemented. VENDOR shall forward (2) copies of all requests to make the changes
generally described above to: GTECH CORPORATION, 00 Xxxxxxxxxx Xxx, Xxxx
Xxxxxxxxx, XX 00000 Attention: Purchasing Agent. GTECH may, at its option,
decline to have such changes incorporated into the Products. Proposed changes
will not be incorporated into the Products until accepted in writing by GTECH.
In no event will GTECH ever be deemed to have accepted any change in the price
or delivery schedule without its prior written consent.
7.2 GTECH Changes. GTECH may request changes in the Products at any
time or times during the term of this Agreement. If such changes in the Products
will require changes in the prices and/or delivery schedule, VENDOR must respond
promptly with a written change proposal
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setting forth the changes in prices and/or delivery schedule. Such proposal,
when signed by an authorized representative of GTECH, will become part of this
Agreement. If VENDOR cannot respond within thirty (30) days, VENDOR must
provide, within a thirty (30) day period written explanation to GTECH as to why
they cannot and notify GTECH as to when they can. If VENDOR does not respond
with a written communication within thirty (30) days after receipt of GTECH's
request, such changes will be implemented without any alternation in the price
and/or delivery schedule. Such changes are and shall remain the property of
GTECH, and Vendor may not use such changes or disclose them to others without
the prior written consent of GTECH.
7.3 Enhancements, Successor Products. If during the term of this
Agreement, VENDOR offers improvements, options, additional functionality or
other enhancements to the Products not available at the time this Agreement is
signed ("Enhancements") or other products which substantially replace the
Products ("Successor Products"), VENDOR will offer such Enhancements and/or
Successor Products to GTECH at prices that do not exceed those charged to any
other customer of VENDOR purchasing the **** ** ****** quantities of such
Enhancements or Successor Products. If GTECH elects, in writing, to purchase
such Successor Products or Enhancements, the Enhanced Products or Successor
Products as the case may be, will be substituted to make up the balance of any
committed quantity under this agreement. In any event, GTECH may, at its option,
elect to continue to purchase Products as originally specified for the balance
of the then current ordering period.
8. Quality and Reliability Requirements
GTECH requires that the vendor have in place at this manufacturing
facility or facilities, adequate quality and reliability safeguards to ensure
that all product shipped to GTECH meets or exceeds all parameters called forth
in the product specification, Attachment 1, and that the product is not subject
to any infant mortality.
8.1 Vendor Survey. The Vendor will allow GTECH to perform a vendor
survey at the vendor's facility or facilitates. This survey will include, but is
not limited to, an audit of the manufacturing process, inspect standing
inventory, reviewing the inventory yielded at each inspection and test point in
the manufacturing process, and review of the standing on-going reliability test
data.
8.2 Final Test and Inspection Data. The vendor will make final test and
inspection data (yield information), and on-going reliability test data
available at the request of GTECH throughout the life of the product.
8.3 Test Equipment and Procedure Correlation. The test equipment and
procedures used in the vendor's final inspection and test, will correlate with
the test equipment and procedures used by GTECH; if correlation is not achieved
within 30 days after notification of non correlation by GTECH, the vendor agrees
to obtain additional test equipment and/or develop procedures at no cost to
GTECH which are capable of correlation. Said test equipment and procedures will
be mutually agreed upon by both the vendor and GTECH Test Engineering,
Procurement Quality and Purchasing. GTECH remains responsible for all supplied
software and VENDOR is responsible for implementing the updated software
supplied by GTECH.
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8.4 Source Inspection. The vendor will allow GTECH ( or its
representatives) to perform source inspection at their facility (or facilities),
using mutually agreed upon test equipment and procedures. To do this in a timely
fashion, the vendor will notify GTECH (or its representative) that source
inspection is available at least one week prior to the requested source
inspection date. Source inspection activity will continue, at the discretion of
GTECH Procurement Quality Organization, throughout the life of the product, or
until such time as the product meets or exceeds all requirements of the GTECH
Ship-To-Stock program.
8.5 Ship-To-Stock Program. The vendor will participate in the GTECH
Ship-To-Stock program. This program requires that the vendor's product achieve a
quality level sufficient for Ship-To-Stock status (minimum of 98% AQL) for a
consecutive 90 day period of shipment to GTECH. If, due to the vendor's
inability to meet the Ship-To-Stock criteria, GTECH OEM Purchasing may, at its
discretion, recover all costs associated with continued unacceptable quality by
taking a credit against the purchase price of the products.
8.6 Failure Analysis and Corrective Actions. The vendor agrees to
supply, within 15 calendar days of, written failure analysis and corrective
actions for any in warranty devices failing to meet any and all form, fit,
function, quality or reliability requirements called out in the product
specification.
8.7 GTECH's Rights with Respect to Non-Conforming Goods. The testing
procedures available to GTECH are discretionary and not mandatory. In the event
GTECH chooses not to perform any or some portion of such testing, or such
testing would not reasonably reveal a non conformance in the Products, GTECH
reserves its right under the, and subject to, Uniform Commercial Code to reject
any shipment of Products and to purchase similar Products and be immediately
reimbursed by the Vendor for the difference between the cost of such products
and the Vendors' Products.
9. Insurance
9.1 Vendor Insurance Coverage. Vendors shall purchase and maintain
throughout the life of this agreement, such insurance as will protect it and
GTECH from claims set forth below which may arise out of or result from the
Vendor's operations under this agreement whether such operations be by it or by
any subcontractor or by anyone for whose acts any of them may be liable. Vendor
shall cause GTECH to be named insured under all coverages except Workers
Compensation. Appropriate endorsements will be attached to state that the
vendors policy will be primary to any other policies that may be in effect.
9.2 Workers Compensation and Employers Liability. Workers Compensation
Insurance as required by statute, and if applicable contractors liability under
the Federal Longshoremen and Harbor Workers Act. Employers liability coverage
shall be in an amount of no less than $500,000. Vendor shall provide to or
require like coverage of any and all subcontractors who are associated with any
work for GTECH.
9.3 Automobile Liability. Policies should provide a minimum combined
single limit of $1,000,000 for each occurrence of bodily injury and property
damage.
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9.4 Public Liability. Policies will provide a minimum of $1,000,000 per
occurrence for bodily injury and property damage, endorsed at a minimum with the
following coverages:
* Products and completed operations to the policy
limits;
* Fire Legal Liability to policy limits;
* Blanket Contractual Liability to policy limits;
* Independent contractors inclusion to policy limits;
* Personal injury or the equivalent as provided by a
Broad form Comprehensive general Liability Policy.
9.5 Umbrella Policy. An umbrella policy with limits of no less than
$5,000,000 will be in place and will include all the above listed primary
policies.
9.6 Crime Insurance. A Crime Insurance (Fidelity Bond) policy in the
amount of $500,000 that will pay on behalf of the contractor to GTECH for losses
caused by the dishonest acts of the Vendor or his employees, agents, or
designees.
9.7 Proof of Insurance. Evidence of said insurance will be in the form
of a certificate of insurance and will be provided within 10 days from the date
of this agreement. Notification to GTECH will occur within 15 days of any
cancellation or material change in coverage. In the event of a failure to
furnish such proof or the cancellation or material change of such insurance,
without prejudice to any other remedy GTECH may have, GTECH may terminate this
agreement, or at its option, charge the cost of required insurance to the
vendor. Coverage will be in effect with Insurance carriers licensed to do
business in any state that the Vendor will perform its services and will be
rated no less than A by the AM Best Company. All Certificates of Insurance are
to be forwarded to: GTECH Corporation, 00 Xxxxxxxxxx Xxx, Xxxx Xxxxxxxxx, XX
00000, ATTN: Risk Management Department.
10. Indemnity
In addition to, and not in limitation of, any other indemnifications,
warranties and covenants set forth herein, VENDOR hereby agrees to indemnify and
hold GTECH harmless with respect to any and all costs, expenses and liability,
including without limitation reasonable attorneys, fees, arising out of any
claim or action based on a failure of the Products or Services to meet the
specifications set forth herein, or the failure of the VENDOR to meet any of its
obligations hereunder.
VENDOR shall defend, indemnify and hold GTECH, GTECH's subsidiaries,
affiliates, distributors and customers harmless from any and all costs, expenses
and liability, including reasonable attorney's fees, arising out of any claim or
action based on actual or alleged infringement by the Products or any patent,
copyright, trade secret or other proprietary interest. GTECH shall give VENDOR
prompt notice of any claim or action and shall provide reasonable assistance in
VENDOR, at VENDOR'S expense, in defending any such claim or action. If an
injunction is issued which prohibits the use or sale of the Products by reason
of any matter covered by this Section 10, then VENDOR shall, at its expense,
either: (a) procure for GTECH and its customers
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the right to continue using the Products; (b) modify the Products so they become
non-infringing; (c) substitute equivalent non-infringing products; or, (d) if
neither (a) through (c) are reasonably available, GTECH may return the Products
to VENDOR and VENDOR will refund the purchase price to GTECH less depreciation
based upon the straight line method and a product life of five (5) years.
Notwithstanding the foregoing, VENDOR shall have no liability to GTECH
for actual or claimed infringement arising out of: (a) compliance with detail
designs, plans or specifications furnished by GTECH unless such infringement
would arise independent of such designs, plans or specifications; (b) use of the
Products in combination with other equipment or software not reasonably
contemplated by VENDOR; or, (c) use of the Products in any process not
reasonably contemplated by VENDOR. VENDOR acknowledges that the Specification
attached to this Agreement is not a "specification" which excuses VENDOR from
performing its obligations hereunder.
The terms and conditions of this Section 10 shall survive the
expiration or termination of this Agreement for any reason whatsoever.
11. Spare Parts
11.1 Recommended Spare Parts. (see 2A1 and 2A2). VENDOR has provided a
Recommended Spare Parts List (RSL), attached as Attachment 2A1 and 2A2 to this
Agreement, for all Products covered by this Agreement. The RSL shall include all
parts and assemblies necessary to repair and maintain the Products purchased
under this Agreement. A separate RSL shall be supplied for each product model or
configuration, identifying all common parts.
11.2 Non-Standard Parts. If the Product contains a part not readily
available in the marketplace VENDOR shall make such part available to GTECH in
accordance with Section 11.4.
11.3 Emergency Stock. VENDOR shall maintain an adequate supply of spare
parts at its facility to support Priority Orders, as described in Section 2.2.
11.4 Spares Support. VENDOR shall make all spare parts including
Non-Standard Parts as described in Section 11.2 above, available during the term
of this Agreement and for a period of five (5) years thereafter. In the event
VENDOR is unable to fill GTECH's Purchase Orders promptly, VENDOR shall make
available, at no charge to GTECH, VENDOR 's manufacturing drawings and
specifications, list of suppliers, and information necessary to purchase and/or
manufacture all parts and/or assemblies or subassemblies for the parts which are
not available from the VENDOR, and Vendor shall be liable for the difference
between GTECH's cost of manufacture and Vendor's sales price.
12. Repair Support
12.1 Repair Orders. In addition to VENDOR's obligations under Section
14, XXXXXX agrees to repair all out of warranty failures within *** ****
******** **** from the receipt of the
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Product, or else replace such Product within ***** **** ******** **** with new
Product which shall conform to the Product Specification, Attachment 1.
12.2 International Repair and Support. VENDOR shall identify
international locations, as required, for the repair and support of the product
and subassemblies. In the event that these international locations are not
available, GTECH may then be contracted to perform International Repair and
Support.
If GTECH is contracted for International Repair and Support, VENDOR shall
provide GTECH with the necessary training to certify a technician(s) to perform
in-warranty repairs on the Vendors behalf during the warranty period. However,
these charges will not extend past twelve (12) months after the printer is
installed in an on-line application. VENDOR shall be responsible for all costs
associated for the training of these technician(s). In addition, XXXXXX agrees
to reimburse GTECH for the technician's salary every three (3) months, based on
the following formula:
********* ************* ****** *** ***
****** * * ****** ** ***** ** * ***** ************
* * **** ***** *** ******* *** *******
* * ******* ***** ****** ***** **** ****** ********* ** *
********* ***********
***** ***** ******** ********** ******* ******* ******* **************
*** ***** **** ********* *** ** ***** *** ****** ****** **** ******
*** ***** ***** ********
The above formula will be renegotiated on or before November, 1997 based upon
actual in-warranty repair failure data.
VENDOR shall maintain an adequate supply of spare parts at each of the GTECH
location(s) contracted to support in-warranty repairs. VENDOR will also provide
and maintain all necessary test fixtures, diagnostics and test procedures at
each of these locations for the warranty period. At the end of the warranty
period, GTECH may purchase the test fixtures and spare parts from the VENDOR per
Attachments 2A1, 2A2 and 2A3. In the event that the VENDOR's certified
technician(s) is not able to repair or render the product operational, defective
units will be returned to VENDOR's Connecticut facility for repair, or
replacement, at VENDOR's expense.
12.3 Failure Analysis. VENDOR shall provide a failure analysis on each
Product which is returned for repair under warranty. On serialized Products
repair data shall be provided for each serialized unit returned. Vendor shall
provide general failure data on out of warranty returns.
12.4 Repair Capabilities. GTECH reserves the right to repair any of the
assemblies, subassemblies, or other items comprising the Product purchased under
this Agreement. VENDOR will supply GTECH with the necessary support to repair
the Product, including the information listed under Sections 12.4, 12.5, 12.6,
12.7 and 12.8.
12.5 Test Equipment. VENDOR shall make available to GTECH (per
Attachment 2A3), upon written request by GTECH, any test procedures, special
tools, jigs, fixtures, diagnostics,
[*Confidential Treatment Requested]
14
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programs, test equipment or supplies necessary to repair the unit, any of the
assemblies, subassemblies, piece parts, components, or other items comprising
the Product purchased under this Agreement to component level.
12.6 Qualified Vendor List. VENDOR shall supply GTECH a qualified
vendor list (QVL) for standard components used in the products purchased under
this Agreement. This QVL shall include the manufacturers and vendors along with
the corresponding part numbers for standard components used in the Product, any
of the assemblies , subassemblies, piece parts, components, or other items
comprising the Products purchased under this Agreement. Updates to this list
shall be forwarded to GTECH CORPORATION, 00 Xxxxxxxxxx Xxx, Xxxx Xxxxxxxxx, XX
00000 Attention: Procurement Agent Responsible for Commodity.
12.7 Diagnostics. VENDOR shall provide to GTECH all applicable
diagnostics, test programs and test routines, necessary to repair to component
level, the unit, any of the assemblies, subassemblies, piece parts, components,
or other items comprising the Products purchased under this Agreement.
12.8 Documentation. In consideration of the purchase of Products under
this Agreement, and at no additional cost, VENDOR hereby grants onto GTECH the
right to use, reprint, and distribute VENDOR's Product manuals and documentation
("Documentation"), including but not limited to user's manuals, schematics,
maintenance, theory of operation and troubleshooting guides, and any other
Documentation that VENDOR shall make available during the Terms of this
Agreement. Upon request, VENDOR shall provide camera ready copies of the
Documentation to GTECH at no additional charge. XXXXX agrees to display
copyright notices in accordance with VENDOR 's reasonable written instructions.
13. Training
GTECH may schedule five (5) students per quarter in VENDOR's training
classes to be held at GTECH World Headquarters, 00 Xxxxxxxxxx Xxx, Xxxx
Xxxxxxxxx, XX, or at VENDOR's facility at 0 Xxxxx Xxxx, Xxxxxxxxxxx, XX, during
the term of this agreement. A minimum of one (1) of the training classes will
include component level training to enable GTECH to repair to a component level,
the unit, any of the assemblies, subassemblies, or other items comprising the
products purchased under this agreement. XXXXX agrees to pay a $65.00 per hour
trainer charge.
14. Warranties
14.1 VENDOR represents and warrants that all Products delivered to
GTECH under this Agreement will comply with applicable UL, CSA, TUV, CE and VDE
standards and will comply with the applicable FCC rules for the type of Product
involved, including type acceptance or certification where required. VENDOR will
obtain and maintain at its own expense all applicable listings, certifications
and approvals in VENDOR's name. VENDOR will provide all necessary information
and assistance to GTECH with respect to listings, certifications and approvals
that are required to be in GTECH's name.
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14.2 Authority. VENDOR warrants that: (a) it has the right to enter
into this Agreement; (b) all necessary actions, corporate and otherwise, have
been taken to authorize the execution and delivery of this Agreement and the
same is the valid and binding obligation of VENDOR; (c) all licenses, consents
and approvals necessary to carry out all of the transactions contemplated in
this Agreement have been obtained by VENDOR; and, (d) VENDOR's performance of
this Agreement will not violate the terms of any license contract, note or other
obligation to which VENDOR is a party.
14.3 Title; Infringement. VENDOR warrants that: (a) it has and shall
pass to GTECH good title to the Products free and clear of all liens and
encumbrances; (b) the Products do not infringe any patent, trademark or
copyright or otherwise violate the rights of any third party; (c) no claim or
action is pending or threatened against VENDOR or, to VENDOR 's knowledge,
against any licenser or supplier of VENDOR that would adversely affect the right
of GTECH or any customer of GTECH to use the Products for their intended use.
14.4 Conformance; Defects. Unless otherwise specified in Attachment 1,
VENDOR warrants that the Products will: (a) be new; (b) conform to the
Specification; (c) be free from defects in materials and workmanship for a
period of fifteen (15) months from date GTECH ships to customer. Upon written
notice from GTECH of a Product or part that fails to meet the foregoing
warranty, VENDOR will promptly repair or replace such Products(s) within ten
(10) days of receipt by VENDOR of the failed or non-conforming Product or spare
part. GTECH agrees to provide a listing of all serial numbers per contract,
within five (5) working days after shipments from GTECH.
14.5 ******* ***** ** ******** *******. All Products returned to VENDOR
for repair under warranty shall be shipped, FOB GTECH's designated repair
facility, ******* ******* to VENDOR. VENDOR shall return all Product repaired
under warranty, FOB GTECH's designated stocking facility, ******* ******* **
******. ** ** **** ***** ***** ** ****** *** *** ***** ******* ** *** **** **
******* ** ******** ******** ***** ********.
14.6 Freight Charges on Non-Warranty Repairs. Freight charges directly
associated with the repair of non-warranty products and/or spare parts shall be
borne by GTECH provided VENDOR uses a GTECH designated carrier.
15. Bailment Agreement
Any tools, equipment, software, documentation or other materials
supplied by GTECH to VENDOR whether separately listed or not, are made available
pursuant to the terms and conditions of the GTECH Bailment Agreement attached
hereto as Attachment 4 and are provided solely for use by VENDOR in its
performance of this Agreement.
16. Tooling
Any Tooling purchased by GTECH for the manufacture of the Product,
whether kept at GTECH's or VENDOR 's premises, shall remain the property of
GTECH for GTECH's exclusive
[*Confidential Treatment Requested]
16
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use. The Tooling purchased by GTECH and used by VENDOR in the manufacture of
this Product shall be stored and maintained by VENDOR but may be removed from
the VENDOR's location at any time by GTECH, without notice, and at no additional
cost to GTECH. VENDOR shall take such steps to protect GTECH's title to the
Tooling as GTECH may reasonably request. At a minimum, VENDOR shall cause a sign
to be affixed to such tooling stating "Property of GTECH Corporation".
17. Force Maejure
Either party shall be excused from its performance hereunder to the
extent that its performance is prevented by fire, flood, acts of God, strikes or
other causes beyond its reasonable control; provided that, the party claiming
Force Maejure notifies the other in writing within five (5) days of the
commencement of the condition preventing its performance and its intent to rely
thereon to extend the time for its performance of this Agreement.
18. Confidentiality
18.1 VENDOR. VENDOR acknowledges and agrees that all documents, data,
software or information in any form which are provided by GTECH (hereinafter
"Confidential Information") is the property of GTECH. VENDOR will receive and
maintain all Confidential Information in the strictest confidence and, except as
provided herein, shall not use Confidential Information for its own benefit or
disclose it or otherwise make it available to third parties without the prior
written consent of GTECH. VENDOR agrees to limit the use of Confidential
Information to only those of its employees who need Confidential Information for
the purpose of this Agreement and to advise all of its employees of GTECH's
rights in the Confidential Information. Nothing in this Agreement shall be
construed as granting or conferring any rights by license or otherwise in any
Confidential Information, trademarks, patents or copyrights of GTECH, except for
the limited purposes of VENDOR 's performance hereunder. Confidential
Information does not include information which is: (a) in the public domain; (b)
already known to the party to whom it is disclosed (hereinafter "Recipient") at
the time of such disclosure; (c) subsequently received by Recipient in good
faith from a third party having prior right to make such subsequent disclosure;
(d) independently developed by Recipient without use of the information
disclosed pursuant to this Agreement; (e) approved in writing for unrestricted
release or unrestricted disclosure by the party owning or disclosing the
information (hereinafter "Discloser"); or (f) produced or disclosed pursuant to
applicable laws, regulations or court order, provided the Recipient has given
the Discloser written notice of such request such that the Discloser has an
opportunity to defend, limit or protect such production or disclosure. At the
request of a Discloser, and in any event upon the expiration or other
termination of this Agreement, each Recipient shall promptly deliver to
Discloser all products, components and equipment provided by Discloser as well
as all records or other things in any media containing or embodying Discloser's
Confidential Information within its possession or control which were delivered
or made available to each Recipient during or in connection with this Agreement,
including any copies thereof.
18.2 GTECH. GTECH acknowledges and agrees that all confidential and
proprietary information of VENDOR provided to GTECH, including, without
limitation the manufacturing package and the printhead design and manufacture
documents, data, software or information in any
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form which are provided by VENDOR (hereinafter "Confidential Information") is
the property of VENDOR. GTECH will receive and maintain all Confidential
Information in the strictest confidence and, except as provided herein, shall
not use Confidential Information for its own benefit or disclose it or otherwise
make it available to third parties without the prior written consent of VENDOR.
GTECH agrees to limit the use of Confidential Information to only those of its
employees who need Confidential Information for the purpose of this Agreement
and to advise all of its employees of VENDOR's rights in the Confidential
Information. Nothing in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in any Confidential Information,
trademarks, patents or copyrights of VENDOR, except for the limited purposes of
GTECH 's performance hereunder. Confidential Information does not include
information which is: (a) in the public domain; (b) already known to the party
to whom it is disclosed (hereinafter "Recipient") at the time of such
disclosure; (c) subsequently received by Recipient in good faith from a third
party having prior right to make such subsequent disclosure; (d) independently
developed by Recipient without use of the information disclosed pursuant to this
Agreement; (e) approved in writing for unrestricted release or unrestricted
disclosure by the party owning or disclosing the information (hereinafter
"Discloser"); or (f) produced or disclosed pursuant to applicable laws,
regulations or court order, provided the Recipient has given the Discloser
written notice of such request such that the Discloser has an opportunity to
defend, limit or protect such production or disclosure. At the request of a
Discloser, and in any event upon the expiration or other termination of this
Agreement, each Recipient shall promptly deliver to Discloser all products,
components and equipment provided by Discloser as well as all records or other
things in any media containing or embodying Discloser's Confidential Information
within its possession or control which were delivered or made available to each
Recipient during or in connection with this Agreement, including any copies
thereof.
19. Public Announcements
XXXXXX agrees that the existence and terms of this Agreement are
Confidential Information. XXXXXX further agrees not to make any public
announcements regarding this Agreement, it being understood that if VENDOR is
advised by counsel that it is required by law or the rules of any stock exchange
to make such announcement, it will immediately contact and consult with GTECH
regarding the form and substance of such announcement prior thereto.
20. Notices
All notices required or contemplated by this Agreement shall be deemed
effective if written and delivered in person or if sent by registered mail,
return receipt requested, to GTECH at the address shown above to the attention
of GTECH's Representative or to VENDOR at the address shown above to the
attention of VENDOR 's Representative; or such other persons or addresses as may
hereafter be designated by the respective parties. Notices to GTECH under
Section 19 hereof shall not be effective unless a copy is delivered personally
or sent by registered mail, return receipt requested to the Office of the
General Counsel of GTECH at the address shown above.
21. Assignment
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This Agreement and the disclosure of confidential information hereunder
is made in reliance upon XXXXXX 's reputation, skill and expertise. XXXXXX
agrees not to assign this Agreement or any right or obligation hereunder without
the prior written consent of GTECH in each instance. Any attempted assignment
shall be void. This covenant not to assign without consent shall include
attempts to assign to parents or subsidiaries of VENDOR or any transfer of a
majority interest in VENDOR or substantially all of VENDOR's assets. The consent
by GTECH to any assignment shall not constitute a waiver of the need for
consents for any further assignments. GTECH may not unreasonably withhold
consent to an assignment, and shall restrict its basis for withholding consent
to the proposed assignee's status as a competitor to GTECH, an entity of
inferior financial status to VENDOR or an entity whose business practices are
such that the likelihood of breach is increased. Anything in this section 21 to
the contrary notwithstanding, the conveyance of the stock of Transact
Technologies Incorporated currently held by Tridex Corporation to the
shareholders of Tridex Corporation, as contemplated in the Registration
Statement filed by Transact Technologies Incorporated, or any subsequent change
in the majority ownership of by Transact Technologies Incorporated, shall not
be considered an assignment.
22. Term and Termination
22.1 Terms. This agreement will commence on October 1, 1996 and will
continue for sixty (60) months until September 30, 2001 and any renewals or
extensions unless terminated earlier as provided in this Agreement. Unless
either party notifies the other in writing at least ninety (90) days before the
end of the Terms of its intent to terminate this Agreement at the end of the
Term, this agreement will be extended automatically and will continue in effect
without any volume commitment until terminated by either party on ninety (90)
days prior written notice. Unless otherwise agreed in writing, the prices during
any such extension shall be the prices in effect at the end of the term.
22.2 Termination; By GTECH. GTECH may terminate this Agreement at any
time if (a) VENDOR fails or neglects to perform any of its obligations hereunder
and such condition has not been cured within ****** **** **** of written notice
thereof by GTECH (to the extent such default cannot be cured within ****** *****
it shall not be default if VENDOR has commenced a cure within ****** **** ****
and has actually cured such default within ****** **** ****); (b) VENDOR, or
VENDOR's parent or a wholly owned subsidiary of VENDOR, is the subject of trade
sanctions by the United States government, or any other government, or
quasi-governmental agency which materially affects GTECH's ability to sell,
lease, or maintain the Product; (c) VENDOR attempts to assign this Agreement or
any obligation hereunder without GTECH's consent; (d) any assignment is made of
VENDOR's business for the benefit of creditors, or if a petition in bankruptcy
is filed by or against VENDOR and is not dismissed within ninety (90) days, or
if a receiver or similar officer is appointed to take charge of all or part of
VENDOR's property, or if VENDOR is adjudicated a bankrupt.
22.3 Termination; By VENDOR. VENDOR may terminate this Agreement if:
(a) GTECH fails to perform any of its obligations hereunder and such condition
has not been cured within thirty (30) days of written notice thereof by VENDOR;
provided that, VENDOR may not terminate this Agreement for reason of non-payment
by GTECH of any disputed amounts, or (b) if any assignment is made of GTECH's
business for the benefit of creditors; or, (c) if a petition in
[*Confidential Treatment Requested]
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bankruptcy is filed by or against GTECH and is not dismissed within ninety (90)
days, or if a receiver or similar officer is appointed to take charge of all or
part of GTECH's property, or if GTECH is adjudicated a bankrupt.
22.4 Obligations of Termination. Upon expiration or termination of this
Agreement for any reason, VENDOR shall promptly deliver to GTECH all tools,
equipment, software documentation and other materials furnished to VENDOR by
GTECH hereunder. VENDOR's obligations under Section 2, 9, 10, 11, 13, 15, 17,
18, 21 and 24 hereof shall survive expiration or Termination of this Agreement
or its extensions regardless of the manner of Termination.
23. Conflicting Provisions
In the event of a conflict between the terms and conditions of this
Agreement and the terms and conditions of any Purchase Order, typewritten terms
added by GTECH on a Purchase Order shall control the terms and conditions of
this Agreement, and the terms and conditions of this Agreement shall control the
printed terms and conditions on any Purchase Order. Typewritten terms added by
GTECH on any individual purchase order shall apply only to the Products and/or
Service ordered under such individual Purchase Order. The terms and conditions
of this Agreement and, if applicable, the typewritten terms and conditions added
by GTECH on any Purchase Order shall prevail over any inconsistent terms and
conditions contained in any VENDOR acknowledgment or invoice.
Notwithstanding any assignment, VENDOR shall remain responsible for the
full performance of all of the terms and conditions of this Agreement.
24. Manufacturing Rights.
Manufacturing Rights will be governed by Attachment 6.
25. Miscellaneous
This Agreement and Attachments and Purchase Orders issued and Accepted
hereunder set forth the entire understanding of the parties with respect to the
Products and merges all prior written and oral communications relating thereto.
It can be modified or amended only in a writing signed by a duly authorized
representative of each party. Section headings are provided for the convenience
of reference only and shall not be construed otherwise.
Not failure to exercise, or delay in exercising, on the part of either
party, any right, power or privilege hereunder shall operate as a waiver
thereof, or will any single or partial exercise of any right, power or privilege
hereunder preclude the further exercise of the same right or the exercise of any
other right hereunder.
This Agreement is made pursuant to and shall be governed by the laws of
the State of Rhode Island, without regard to its rules regarding conflict of
laws. The parties agree that the courts of the State of Rhode Island, and the
Federal Courts located therein, shall have exclusive jurisdiction over all
matters arising from this Agreement
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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON
THE DATES MENTIONED BELOW.
VENDOR:
GTECH CORPORATION
TRANSACT TECHNOLOGIES INCORPORATED
BY /s/ Xxxx X. Xxxxxxxx BY /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------ -------------------------------------
Title Chief Executive Officer Title Vice President - Internal Operations
------------------------------ ------------------------------------
Date September 18, 1996 Date September 18, 1996
------------------------------ -------------------------------------
MAGNETEC CORPORATION
BY /s/ Xxxx X. Xxxxxxxx
------------------------------
Title President
------------------------------
Date September 18, 1996
------------------------------
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Attachment 1
Product Specification
1. Product Specifications and Services Description.
2. Product Unique Packaging Specifications, if any.
3. Certification, approvals.
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Attachment 2
Pricing
TERMS AND CONDITIONS
1. Unit Pricing will be a firm fixed price of $****** for the
non-rap version printer and $****** for the rap version
printer for unit 1 through unit ***** delivered as
specified in Attachment 3. Unit pricing will be a firm
fixed price of $****** for the non-rap version printer and
$****** the rap version printer for unit ***** through unit
****** delivered as specified in Attachment 3. Prices for
rap and non-rap printers beyond the ****** pieces specified
in attachment 3 will be re-negotiated on or before
November, 1997. If negotiations are not completed by
November 1997, the prices in effect will remain for the
completion as stated in Attachment 3 only.
2. Assembly and/or test GTECH circuit boards, ribbon, docking
slide, and docking cable assembly are not included in
price.
3. Packaging will adhere to GTECH specifications 00-0000-00
and 00-0000-00, and is included in the price of product and
spare parts
4. Prices for spare parts will be determined by attachment 2A1
and 2A2 through January, 1998. Prices for spare parts after
January, 1998 will be re-negotiated on or before November,
1997. The re-negotiation of spare part prices will be based
upon VENDOR's volume of purchased material and assemblies
as required to support the requirements specified in
attachment 3, and those beyond the requirements specified
in attachment 3. If negotiations are not completed by
November 1997, the prices in effect will remain for the
completion as stated in Attachment 3 only.
[*Confidential Treatment Requested]
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Attachment 2A
RECOMMENDED SPARES LIST AND PRICING
2A1 Spare Parts Priority
2A2 Spare Parts Provision
2A3 Test Fixture and Tool List
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Spare Parts Priority
Attachment 2A1
PART NUMBER DESCRIPTION GTECH PRICE
-------------------------------------------------------------------------------
M021243-04 ASSY, PRINTHEAD ******
-------------------------------------------------------------------------------
M021260-01 ASSY, RIBBON-MOTOR *****
-------------------------------------------------------------------------------
M034348-04 ASSY, CUTTER ****
-------------------------------------------------------------------------------
M034351-03 ASSY, P/H-CARRIAGE ****
-------------------------------------------------------------------------------
M034352-01 ASSY, SHAFT & PULLEY ****
-------------------------------------------------------------------------------
M034355-02 ASSY, CARRIAGE-MOTOR ****
-------------------------------------------------------------------------------
M034356-02 ASSY, PAPER, FEED-MOTOR *****
-------------------------------------------------------------------------------
M034357-03 SOLENOID *****
-------------------------------------------------------------------------------
M034488-02 ASSY, PAPER OUT SENSOR *****
-------------------------------------------------------------------------------
[*Confidential Treatment Requested for all prices]
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Attachment 2A2
Spare Parts Provision
PART NUMBER DESCRIPTION GTECH PRICE
-------------------------------------------------------------------------------
069477-06C5 WASHER, #6 FLAT $ ****
-------------------------------------------------------------------------------
069477-08C5 #8 WASHER $ ****
-------------------------------------------------------------------------------
M034434-04 ASSY, SHAFT & ROLLER $ ****
-------------------------------------------------------------------------------
M034472-01 CABLE, FLEX $*****
-------------------------------------------------------------------------------
M034477-01 ASSY, COVER & HANDLE $ ****
-------------------------------------------------------------------------------
M034508-01 ASSY, TRANSPORT $*****
-------------------------------------------------------------------------------
CUTTER ASSY W/O TRANS $*****
-------------------------------------------------------------------------------
M034510-01 ASSY, RAP $*****
-------------------------------------------------------------------------------
M063521-10 RETAINING RING $ ****
-------------------------------------------------------------------------------
M063703-01 RING, RETAINER $ ****
-------------------------------------------------------------------------------
M064535-01 BEARING, BALL $ ****
-------------------------------------------------------------------------------
M064571-01 SPRING, COMPRESSION $ ****
-------------------------------------------------------------------------------
M065066-01 PIN, GROVE. 1/8 DIA $ ****
-------------------------------------------------------------------------------
M065197-08 #8 SQUARE NUT $ ****
-------------------------------------------------------------------------------
M065242-01 SCREW, #6-32 $ ****
-------------------------------------------------------------------------------
M065244-01 SEM $ ****
-------------------------------------------------------------------------------
M065244-02 #6 SEMS $ ****
-------------------------------------------------------------------------------
M065244-04 SCREW, 6-32 SEMS $ ****
-------------------------------------------------------------------------------
M065553-02 MICROSWITCH $ ****
-------------------------------------------------------------------------------
M065812-02 NUT, NYLON (4-40) $ ****
-------------------------------------------------------------------------------
M066009-01 SPACER, SOLENOID $ ****
-------------------------------------------------------------------------------
M066154-01 #4 SEMS $ ****
-------------------------------------------------------------------------------
M066828-04 SHAFT, LOWER $ ****
-------------------------------------------------------------------------------
M066838-01 ROLLER, IDLER $ ****
-------------------------------------------------------------------------------
M066853-02 PLATEN BAR $ ****
-------------------------------------------------------------------------------
M067099-03 BELT, TIMING $ ****
-------------------------------------------------------------------------------
M067105-02 SPRING, CART.PLUNGER $ ****
-------------------------------------------------------------------------------
M067242-02 SPRING, LEVER RELEASE $ ****
-------------------------------------------------------------------------------
M067243-02 CABLE, DRIVE $ ****
-------------------------------------------------------------------------------
M067309-02 SIDE, PLATE $ ****
-------------------------------------------------------------------------------
M067315-01 CATCH, RIGHT $ ****
-------------------------------------------------------------------------------
M067315-02 CATCH, LEFT $ ****
-------------------------------------------------------------------------------
M067318-01 CLIP, SPRING $ ****
-------------------------------------------------------------------------------
M067321-01 ECCENTRIC, ADJ $ ****
-------------------------------------------------------------------------------
M067322-01 SHAFT, CARRIAGE LATCH $ ****
-------------------------------------------------------------------------------
M067323-01 PLUNGER, RIBBON SWITCH $ ****
-------------------------------------------------------------------------------
M067325-02 BRACKET, SOL.MOUNTING $ ****
-------------------------------------------------------------------------------
M067334-01 SPRING $ ****
-------------------------------------------------------------------------------
M067337-01 SCREW, #4 $ ****
-------------------------------------------------------------------------------
M067364-01 GROUND STRAP $ ****
-------------------------------------------------------------------------------
[*Confidential Treatment Requested for all prices]
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Attachment 2A2
Spare Parts Provision (continued)
-------------------------------------------------------------------------------
PART NUMBER DESCRIPTION GTECH PRICE
-------------------------------------------------------------------------------
M067365-01 GROUND STRAP BASE $****
-------------------------------------------------------------------------------
M067366-01 COVER, ACCESS $****
-------------------------------------------------------------------------------
M067486-02 CLIP, SPRING $****
-------------------------------------------------------------------------------
M067497-05 #8-32 SEMS $****
-------------------------------------------------------------------------------
M067497-08 #8-32 SEMS $****
-------------------------------------------------------------------------------
M067497-14 #8 SEMS $****
-------------------------------------------------------------------------------
M067523-01 COVER, CABLE $****
-------------------------------------------------------------------------------
M067524-01 COVER, RIGHT PIVOT $****
-------------------------------------------------------------------------------
M067525-01 COVER, LEFT PIVOT $****
-------------------------------------------------------------------------------
M067526-03 COVER, BELT $****
-------------------------------------------------------------------------------
M067532-01 PULLEY, 22 GROVE $****
-------------------------------------------------------------------------------
M067564-01 WASHER, B'VILLE SPRING $****
-------------------------------------------------------------------------------
M067564-02 WASHER, B'VILLE SPRING $****
-------------------------------------------------------------------------------
M067566-02 GROUND SYSTEM $****
-------------------------------------------------------------------------------
M067662-01 SHIELD $****
-------------------------------------------------------------------------------
M067665-01 STRAP $****
-------------------------------------------------------------------------------
[*Confidential Treatment Requested for all prices]
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Attachment 2A3
Test Fixture and Tool List
-------------------------------------------------------------------------------
PART NUMBER DESCRIPTION PRICE
-------------------------------------------------------------------------------
TNM 1091 Set Guage $ ******
-------------------------------------------------------------------------------
TNM 1090 Check Guage $ ******
-------------------------------------------------------------------------------
TNM 1077 Carriage Alignment Fixture $ ******
-------------------------------------------------------------------------------
TNM 1078 Cable & Belt Fixture $********
-------------------------------------------------------------------------------
TNM 1112 Paper Feed Roller Removal Tool $ *****
-------------------------------------------------------------------------------
TNM 1113 Paper Feed Roller Insertion Tool $ ******
-------------------------------------------------------------------------------
TNM 1094 Cutter Adjustment Gauge $ ******
-------------------------------------------------------------------------------
TNM 1095 Cutter Check Gauge $ ******
-------------------------------------------------------------------------------
[*Confidential Treatment Requested for all prices]
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Attachment 3
DELIVERY
The printers will be a mix of Read After Print (RAP) and non-READ After Print
versions with firm fixed deliveries (except for acceleration) as follows:
Quantity per Week Duration
----------------- ---------
*/wk 11 weeks (starting Oct. 18, 1996)
*/wk 2 weeks
*/wk 3 weeks
*/wk 3 weeks
*/wk 4 weeks
*/wk 7 weeks
*/wk 3 weeks
*/wk 34 weeks
*/wk 1 week
*/wk 1 week
ACCELERATION OF SCHEDULE
Based on a thirty (30) calendar day lead time, GTECH may accelerate delivery
schedules.
PRODUCT MIX RAP/NON RAP
Based on a thirty (30) calendar day lead time, GTECH may alter the mix of RAP
and Non-RAP printers on orders.
[* Confidential Treatment Requested]
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Attachment 4
Bailment Agreement
Bailee Name and Address: Date
---------------------------------
Term of Use
------------------------------- --------------------------
Purpose of Bailment
------------------------------- -----------------
------------------------------- ---------------------------------
Property Location (if different)
-------------------------------
-------------------------------
The following terms shall govern the bailment of the property listed
below ("Property") by GTECH CORPORATION, ("GTECH") to the BAILEE identified
above.
1. Title. Title to the Property is and shall remain with GTECH at all
times and Bailee shall not sell, lease or assign the Property or do anything
inconsistent with GTECH 's title. BAILEE shall segregate the Property from all
other property not owned by GTECH which is located on BAILEE's premises and
shall take such additional steps as GTECH may reasonably request to protect
GTECH's title to the Property, including the execution of appropriate filing
statements.
2. Use; Location. The Property may be used by BAILEE only for the
purpose described above. Unless otherwise agreed in writing, the Property shall
remain at the Property Location specified above at all times. GTECH shall have
the right to enter the Property Location during normal business hours to inspect
the Property.
3. Term. The Term of Use of the Property will be as specified above
unless extended by mutual agreement of the parties. BAILEE shall return the
Property to GTECH upon expiration of the term of Use or earlier request of GTECH
in the same condition as delivered, reasonable wear and tear excepted.
4. Transportation. Unless specifically listed below, BAILEE shall be
responsible for all costs of freight to and from the site and for all drayage,
set up, installation and deinstallation costs.
5. Software. If the Property includes software, such software,
including any subsequent updates, is provided for use only on the designated
CPU. BAILEE may make up to two (2) machine readable copies for backup purposes
provided that GTECH's copyright or proprietary notice is reproduced on each
copy. All copies remain the property of GTECH. XXXXXX agrees to maintain all
software and related documentation in strict confidence and will not disclose or
otherwise make the software and documentation available to any third party
without the prior
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written consent of GTECH. No rights or license to any patents, trademarks or
copyrights of GTECH are granted to BAILEE hereby.
6. Loss, Insurance. BAILEE shall bear all risks of loss. BAILEE hereby
agrees to compensate GTECH at the stated value for Property which is lost,
damaged or destroyed. BAILEE shall insure the Property for such stated value and
upon request, shall give GTECH a certificate of insurance.
7. No Warranty. The Property is provided to BAILEE without warranty of
any kind, express, implied or statutory. In no event will GTECH be liable for
any loss or damages whatsoever arising out of the use of or inability to use the
Property. XXXXXX is responsible for the backup and security of any data used
with the Property.
8. Maintenance; Supplies. Unless specifically listed below, maintenance
services for the Property and expendable supply items used in conjunction with
the Property must be separately acquired by BAILEE.
9. General. Property shall be governed by this Bailment Agreement from
the time at which BAILEE takes possession until the return of the Property to
GTECH. This Agreement may be amended only in writing and shall be governed by
Rhode Island law.
PROPERTY DESCRIPTION
() Property Description attached _____________________ pages.
BAILEE GTECH CORPORATION
By _________________________ By ______________________________
Title _____________________ Title ___________________________
Date ______________________ Date ____________________________
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Attachment 5
Non-Warranty Repair Costs
At the end of the warranty period, all out of warranty repair charges
will be charged at the rate of $***** per hour in increments of one-quarter
(1/4) hour. Parts used in these repairs will be charged separately using the
spare parts pricing in Attachment 2A1 and 2A2. Parts replaced will be returned
with the repaired printer.
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Attachment 6
Manufacturing Rights
1, Manufacturing Documentation Package. **** ********* ** ******* ***** ********
***** *** ********** ****** ** *********, VENDOR agrees to deliver to GTECH, or
at VENDOR's option, to a mutually agreed upon second source manufacturer or to a
mutually agreed upon escrow agent, all of the documentation and other
information used by VENDOR to manufacture, test, maintain and support the
Products (herein, the "Manufacturing Package") including, without limitation,
the full and complete schematic diagrams, assembly drawings, structured Bills of
Materials, printed circuit board artwork, parts and vendor lists, test
specifications, assembly aids and software in both machine readable source and
object forms. As a part of this package, VENDOR also agrees to provide access to
and joint control of vendor tooling, agency approval files (FCC, UL, CE, CSA,
VDE, etc.), a complete description of any special tools, fixtures and test
equipment that are required but are not readily available in the marketplace.
Neither GTECH nor any second source manufacturer or escrow agent will have any
right to use the "Manufacturing Package" except as set forth in section 3 below
or as otherwise authorized by VENDOR.
2. Updates; Verification; Expenses. XXXXXX agrees to update the "Manufacturing
Package" as necessary from time to time to keep the package current with the
latest version of the Products delivered to GTECH under this Agreement. If the
"Manufacturing Package" is delivered to any person other than GTECH, GTECH shall
have the right to inspect the package from time to time to verify the contents
of the "Manufacturing Package" and VENDOR's compliance with this section. All
costs and expenses of any kind associated with the preparation and maintenance
of the "Manufacturing Package" as well as any fees of any person other than
GTECH holding the "Manufacturing Package" will be paid by VENDOR.
3. Right to Manufacture. If any one or more of the following events occurs,
GTECH shall have the right, including the rights under any of the VENDOR's
applicable patents and copyrights, to use the "Manufacturing Package" to
manufacture or have manufactured the Products:
a.) VENDOR ceases doing business as an entity or is finally
adjudicated a bankrupt under Chapter 7 of the Bankruptcy
Act or any similar or successor provision for the
liquidation or dissolution of VENDOR.
b.) XXXXXX admits in writing its inability to provide Products
to GTECH strictly in accordance with the terms of this
Agreement.
c.) VENDOR assigns this Agreement in violation of section 25
of this Agreement to any person or organization that
competes with GTECH in any market or whose interests are
otherwise inimical to GTECH's.
d.) A petition in bankruptcy is filed by or against VENDOR and
is not dismissed within ninety (90) days thereafter or if
a receiver, trustee in bankruptcy or similar officer is
appointed to take charge of all or a substantial part of
VENDOR's property.
Except as provided in this section or as otherwise authorized by VENDOR, neither
GTECH nor any second source manufacturer shall have any right to use the
"Manufacturing Package" for any purpose and shall hold such information
confidential and shall not disclose such information to any party.
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