1
Exhibit 10.16
PRODUCT SALES AGREEMENT
This Agreement, effective as of the 13th day of January, 1999, by and
between Rockford Corporation, having offices at 000 X. Xxxxxxxx Xxxxx, Xxxxx,
Xxxxxxx 00000 ("Buyer") and AVNET ELECTRONICS MARKETING, a group of Avnet, Inc.
having offices at 0000 X. 00xx Xx., Xxxxxxx, Xxxxxxx 00000 ("Seller").
1. CONDITIONS OF SALE
Any Products Buyer purchases from Seller during the term of this
Agreement shall be governed by Seller's terms and conditions of sale contained
in Exhibit A attached hereto and incorporated herein.
2. TERM
The term of this Agreement shall be for two (2) years and six (6)
months commencing on the effective date hereof, unless sooner terminated in
accordance with the provisions of Paragraph 5 hereof. Pricing will be
renegotiated at least once annually.
3. PRODUCTS
Seller agrees to sell to Buyer and Buyer agrees to buy products listed
on Exhibit B attached hereto and made a part hereof, and such other items as may
be mutually designated in writing by the parties from time to time ("Products").
4. PRICE
(a) Prices for the Products are set forth in Exhibit B, attached
hereto. Prices are exclusive of any and all Federal, State, and local sales,
use, excise, and similar taxes and charges which shall be the responsibility of
Buyer. In the event the manufacturer increases Seller's cost of any Product,
Seller may increase its price(s) of any undelivered Product upon prior notice to
Buyer. If the parties fail to concur on such a price increase within thirty (30)
days of such notice, the effected Product(s) shall be deleted from Exhibit B.
(b) Additional terms regarding pricing, as set forth in Attachment A
attached hereto, shall also apply.
5. TERMINATION
(a) This Agreement may be terminated at any time, without cause, by
either party upon giving the other part at least thirty (30) days prior written
notice. Such termination shall be effective on the date stated in such notice.
(b) This Agreement may be terminated immediately for cause by either
party in the event the other party: (i) shall become insolvent, (ii) ceases to
function as a going concern or (iii) fails to perform any of its obligations
hereunder so as to be in default and fails to cure such default within thirty
(30) days after written notice thereof.
(c) Notwithstanding termination of this Agreement, the Buyer shall pay
for all Non-Standard Products ordered by Seller for Buyer's account prior to,
and work in process (including charges for labor and materials) as of, the
effective date of termination of this Agreement.
6. NOTICES
Any notice provided for or permitted in this Agreement will be deemed
to have been given when mailed postage prepaid by certified mail or registered
mail, return receipt requested, to the party to be notified, at the addresses
set forth above or such other addresses as the parties may from time to time
designate in writing.
7. GENERAL
(a) This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes all prior agreements
relating thereto, written or oral, between the parties. This Agreement may be
modified only by writings signed by authorized representatives of both parties.
(b) The parties agree that the terms and conditions of this Agreement
shall control, notwithstanding conflicting or additional terms on any purchase
order, sales acknowledgement, confirmation or other documents issued by either
party. Where the terms and conditions of this Agreement and Exhibit A hereto
conflict, the terms and conditions of this Agreement shall take precedence.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the date first set forth above.
AVNET ELECTRONICS MARKETING, ROCKFORD CORPORATION
a group of Avent, Inc.
"Seller" "Buyer"
By: /s/ By: /s/ Xxxxxx Xxxxxx
----------------------------- -----------------------------
Authorized Signature Authorized Signature
Name: Name: Xxxxxx Xxxxxx
----------------------------- -----------------------------
Printed or Typed Printed or Typed
Title: Director, Contracts Title: Sr. Buyer/Planner
--------------------- ---------------------
Date: 13/13/99 Date: 1/12/99
-------------------- ---------------------
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EXHIBIT A
SALES TERMS AND CONDITIONS
1. ORDERING OF PRODUCTS
(a) All purchases of Products shall be effected by Buyer's issuance of
purchase orders to Seller. Such purchase orders shall state unit quantities
Products, part numbers, descriptions of Products, applicable prices and
requested delivery dates. All orders for Products and initiate shipment thereof
as close as possible to Buyer's requested delivery date(s).
(b) All orders for standard Products may be canceled or rescheduled by
Buyer at no charge, provided Buyer notifies Seller in writing at least sixty
(60) days prior to the originally scheduled delivery date. Requests for
cancellation or rescheduling received less than sixty (60) days prior to the
originally scheduled delivery date may be accepted at a charge to be determined
in writing by Seller.
(c) All orders for special, custom, value-added and other non-standard
Products, including Products to be assembled in Kit form and non-franchised
Products ("Non-Standard Product") shall be non-cancelable and non-returnable.
2. PAYMENT
(a) Payment for Products shall be net fifty-five (55) days from date of
invoice or as otherwise agreed to in writing by Seller. Seller may in its sole
discretion at any time and from time to time change the terms of Buyer's credit,
require payment in cash before shipment of any or all of the Products specified
herein, and/or require anticipated payment of any or all amounts due or to
become due under this contract. If Seller believes in good faith that Buyer's
ability to make payments is or may be impaired, Seller may cancel any order or
any remaining balance thereof, and buyer shall remain liable to pay for any
Products already shipped. Buyer agrees to submit such financial information from
time to time as may be reasonably requested by Seller for the establishment
and/or continuation of credit terms.
(b) Checks are accepted subject to collection and the date of
collection shall be deemed the date of payment. Any check received from Buyer
may be applied to Seller against any obligation owing by Buyer to Seller under
this or any other contract, regardless of any statement appearing on or
referring to such check, without discharging Buyer's liability for any
additional amounts owing by Buyer to Seller, and the acceptance by Seller of
such check shall not constitute a waiver of Seller's right to pursue the
collection of any remaining balance.
(c) On any invoice not paid by maturity date (net fifty-five (55)
days), Buyer shall pay interest from maturity to date of payment at the annual
percentage rate of eighteen percent (18%) (or such lower rate as may be the
maximum allowable by law), together with Seller's costs of collection (including
reasonable attorneys' fees).
(d) Buyer agrees to pay the entire net amount of each invoice rendered
by Seller pursuant to the terms of each such invoice without offset or
deduction.
3. DELIVERIES/TITLE
(a) Subject to Seller's right of stoppage in transit, delivery of the
Products to a carrier shall constitute delivery to Buyer, and risk of loss shall
thereupon pass to Buyer; however, title shall remain in Seller until Buyer makes
payment in full under the contract. Products invoiced and held by Seller for any
reason shall be at Buyer's risk and expense. Delivery route shall be the
election of Seller unless specifically designated by Buyer.
(b) Delivery of any installment of Products within thirty (30) days
after the date specified therefor shall constitute a timely delivery.
Thereafter, delivery shall be deemed timely unless prior to shipment Seller has
received written notice of cancellation. Delay in delivery of one installment
shall entitle Buyer to cancel that installment only.
4. FREIGHT
Unless otherwise agreed to in writing, the F.O.B. point shall be
Buyer's dock and shipment will be by UPS Ground.
5. FORCE MAJEURE
Neither party shall be liable for failure to fulfill its obligations
contained herein or for delays in delivery due to causes beyond its reasonable
control, including, but not limited to, acts of God, acts or omissions of the
other party, acts or omissions of civil or military authority, Government
priorities, material shortages, fire, strikes, floods, epidemics, quarantine
restrictions, riots, war, and delays in transportation. The time for performance
of any such obligation shall be extended for the time period lost by reason of
the delay.
6. SELLER'S LIMITED WARRANTY AND LIMITATION OF LIABILITIES
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Seller warrants to Buyer that Products purchased hereunder will conform
to the applicable manufacturer's specifications for such Products and that any
value-added work performed by Seller on such Products will conform to applicable
Buyer's specifications relating to such work. Seller makes no other warranty,
express or implied, with respect to the Products. IN PARTICULAR, SELLER MAKES NO
WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. However,
Seller will transfer to Buyer whatever transferable warranties and indemnities
Seller receives from the manufacturer of the Products. With respect to Products
which do not meet applicable manufacturer's specifications and with respect to
value-added work by Seller which does not meet applicable Buyer's
specifications, Seller's liability is limited (at Seller's election) to (1)
refund of Buyer's purchase price for such Products (without interest), (2)
repair of such Products, or (3) replacement of such Products; provided, however,
that such Products must be returned to Seller, along with acceptable evidence of
purchase, within twenty (20) days from date of delivery, transportation charges
prepaid. BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE
LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
INCLUDING, WITHOUT BEING LIMITED TO, LOSS OF PROFIT, PROMOTIONAL OR
MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS,
BUYER'S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE
PRICE FOR THE PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN
CONTRACT, TORT, WARRANTY, OR OTHERWISE.
7. PRODUCT RETURNS
(a) Buyer is deemed to have accepted the Products unless written notice
of rejection is given within a reasonable time, which is agreed to be within
seven (7) days after receipt. Buyer waives any right to revoke acceptance
thereafter.
(b) No return of Products will be accepted by Seller without a return
material authorization number (RMA No.), which will be issued in Seller's sole
discretion. Returned Products must be in original shipping cartons and must be
complete with all packing materials. All Products for return must be freight
prepaid. If returned Products are claimed to be defective, a complete
description regarding the nature of the defect must be included with all
returned Products. All items not eligible for credit will be returned to Buyer,
transportation collect.
8. TAXES
The amount of all Federal, State and local sales, use, excise, and
similar taxes or other charges now or hereafter imposed by any government
authority which may be paid by Seller or for which Seller may be liable shall be
paid to Seller by Buyer in addition to the purchase price of the Products.
9. CONFIDENTIALITY
If either party hereto receives from the other party written
information which is marked "Confidential" and/or "Proprietary" the receiving
party agrees not to use such information except in the performance hereof, and
to treat such information in the same manner as it treats its own confidential
information. Confidential information that is disclosed orally or visually shall
be confirmed as confidential or proprietary in writing within ten (10) days
after such disclosure. The obligation to keep information confidential shall not
apply to any such information that has been disclosed in publicly available
sources; is in the rightful possession of the party receiving the confidential
information without an obligation of confidentiality; or is required to be
disclosed by operation of law. Except as otherwise provided herein, the
obligation not to disclose shall be for a period of one (1) year after the
termination hereof.
10. USE OF PRODUCTS IN LIFE SUPPORT AND NUCLEAR APPLICATIONS
Products sold by Seller are not designed for use in life support or
nuclear applications. Seller's customers using or selling Products for use in
life support or nuclear applications do so at their own risk, agree that Seller
and the Manufacturer of Products are not liable, in whole or in part, for any
claim or damage arising from such use, and agree to fully indemnify Seller and
the Manufacturer from and against any and all damages, loss, cost, expense or
liability arising out of or in connection with the use or performance of
Products in life support or nuclear applications.
11. ADVICE
If technical advice is offered or given in connection with the use of
any Products it will be as an accommodation to Buyer and without charge and
Seller shall have no responsibilities or liabilities whatsoever for the content
or use of such advice.
12. SOFTWARE
Computer software, if any, is transferred by Seller to Buyer pursuant
to a single user license the
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royalty, terms and conditions of which are set forth on or in the container in
which such software is packaged.
13. GENERAL
(a) The parties agree that the purchase and sale of Products hereunder
shall be governed by these terms and conditions, notwithstanding contrary or
additional terms and conditions in any purchase order, planning schedule,
acknowledgement, confirmation or any other form or document issued by either
party affecting the purchase and/or sale of Products.
(b) No rights, duties, agreements or obligations hereunder may be
assigned or transferred by either party without the prior written consent of the
other. The obligations, rights, terms and conditions hereof shall be binding
upon and inure to the benefit of the parties hereto and their successors and
assigns.
(c) The waiver of any breach of any term, condition or covenant hereof
or default under any provision hereof shall not be deemed to constitute a waiver
of any other term, condition, or covenant contained herein or of any subsequent
breach or default of any kind or nature.
(d) Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof in that jurisdiction or affecting the validity or
unenforceability of such provision in any other jurisdiction.
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(LOGO) ROCKFORD
CORPORATION
EXHIBIT B
(PRICING EXHIBIT)PART YEARLY USAGE MANUFACTURER LEAD TIME PRICE
(All
information
in this
column
contain
Confidential
material
redacted and
filed
separately
with the
Commission)
-----------------------------------------------------------------------------------------------------------------------
CDS-047CAAA 870,000 MCO 12-14 WKS
4.7PF 50 VOLT 5% XXX 0000
CDS-100CAAA 400,000 MCO 12-14 WKS
10PF 50 VOLT 5% XXX 0000
CDS-100CAAB 12,000 MCO 12-14 WKS
10PF 50 VOLT 5% XXX 0000
CDS-101CAAA 1,800,000 MCO 12-14 WKS
100PF 50 VOLT 5% XXX 0000
CDS-101CAAB 28,000 MCO 12-14 WKS
100PF 50 VOLT 5% XXX 0000
CDS-102CBAA 118,000 MCO 12-14 WKS
.001UF 50 VOLT 10% XXX 0000
CDS-103CBBA 160,000 MCO 12-14 WKS
.01UF 50 VOLT 10% X7R 0805
CDS-103CBBB 32,000 MCO 12-14 WKS
.01UF 50 VOLT 10% X7R 1206
CDS-103CCDA 54,000 MCO 12-14 WKS
.01 UF 50 VOLT 20% Z5U 0805
CDS-104CABB 12,000 MCO 12-14 WKS
.1UF 50 VOLT 5% X7R 1206
CDS-104CABB 98,000 MCO 12-14 WKS
.1UF 50 VOLT 5% X7R 1206
CDS-104CCDA 940,000 MCO 12-14 WKS
.1UF 50 VOLT 20% Z5U 0805
CDS-104CCDB 675,000 MCO 12-14 WKS
.1UF 50 VOLT 20% Z5U 1206
CDS-104CCDC 430,000 AVX 12-14 WKS
.01UF 50 VOLT 20% Z5U 1210
CDS-121CAAA 1,300,000 MCO 12-14 WKS
102PF 50 VOLT 5% XXX 0000
CDS-221CAAA 12,000 MCO 12-14 WKS
220PF 50 VOLT 5% XXX 0000
CDS-223CBBA 124,000 MCO 12-14 WKS
.022UF 50 VOLT 10% X7R 0805
CDS-271CAAA 950,000 MCO 12-14 WKS
270PF 50 VOLT 5% XXX 0000
CDS-271CAAB 10,000 MCO 12-14 WKS
270PF 50 VOLT 5% XXX 0000
7
(PRICING EXHIBIT)PART YEARLY USAGE MANUFACTURER LEAD TIME PRICE
(All
information
in this
column
contain
Confidential
material
redacted and
filed
separately
with the
Commission)
-----------------------------------------------------------------------------------------------------------------------
CDS-333CCBB 10,000 AVX 12-14 WKS
.033UF 50 VOLT 20% X7R 1206
CDS-470DAAA 12,000 MCO 12-14 WKS
47PF 100V 5% XXX 0000
CDS-682CBBA 28,000 MCO 12-14 WKS
.0068UF 50 VOLT 10% X7R 0805
CDS-822CABB 8,000 MCO 12-14 WKS
.0082UF 50 VOLT 5% X7R 1206
CDS-822CCBA 50,000 MCO 12-14 WKS
.0082UF 50 VOLT 20% X7R 0805
CDS-822CCBB 70,000 MCO 12-14 WKS
.0082UF 50 VOLT 20% X7R 1206
CDS-823CABB 8,000 MCO 12-14 WKS
.082UF 50 VOLT 5% X7R 1206
CDS-272CBBB 230,000 MUR 12-14 WKS
.0027UF 50 VOLT 10% X7R 1206
8
(LOGO) ROCKFORD
CORPORATION
PART YEARLY MANUFACTURER LEAD TIME PRICE NCNR
USAGE (All
information
in this
column
contains
(Confidential
material
redacted and
filed
separately
with the
Commission)
---------------------------------------------------------------------------------------------------------------------
CER-105CSM 80,000 NCH 14-16 WKS
1UF 50 VOLTS QR
NICH UWX1H010MCR1GB
CER-106B-024 100,000 NCH 14-16 WKS *
10UF 35 VOLTS
NICH UVX1V100MDA1CC
CER-106B-031 2,391,000 NCH 14-16 WKS *
1OUF 35 VOLTS AI
NICH UVX1V100MDA1TD
CER-106SM 3,900,000 NCH 14-16 WKS
10UF 15 VOLTS
NICH UWX1C100MCR1GB
CER-107A 73,000 NCH 14-16 WKS
101UF 25 VOLTS
NICH UVX1E101MEA
CER-107A-031 174,000 NCH 14-16 WKS
100UF 25 VOLTS AI
NICH UVX1E101MEA
CER-107C-031 240,000 NCH 14-16 WKS *
100UF 50 VOLTS XX
XXXXXXX SK101M050AT
CER-255CSM 100,000 NCH 14-16 WKS *
2.2UF 50 VOLTS QR NICH
UWX1H2R2MCR1GB
CER-228A-030 72,000 NCH 14-16 WKS *
2200UF 25 VOLTS QR
NICH URZ1E222MHH1CA
CER-228B-030 145,000 NCH 14-16 WKS *
2200UF 35 VOLTS QR
NICH URZ1V222MHH1CA
CER-477C 12,000 XXX 00-00 XXX
00XXX 00 XXXX
XXXX XXX0X000XXX
CERHF-228 145,000 NCH 14-16 WKS *
2200UF 16VOLT QR
NICH UPL1C222MHH6
CERHF-337BL-033 33OUF 145,000 NCH 14-16 WKS *
35 VOLT QR NICH
UPLQV331MPH1TD
CERHF-337D-030 340,000 NCH 14-16 WKS *
9
PART YEARLY MANUFACTURER LEAD TIME PRICE NCNR
USAGE (All
information
in this
column
contains
(Confidential
material
redacted and
filed
separately
with the
Commission)
---------------------------------------------------------------------------------------------------------------------
33OUF 63 VOLT QR NICH
UPLQJ331MHH1CA
CERS-338B 72,000 NCH 14-16 WKS *
3300UF 35 VOLT QR
NICH LLKF1V332MHSZ
CERS-338C 3300UF 176,000 NCH 14-16 WKS *
50 VOLT QR NICH
LLK1H332MHSA
* CERS-338E 6,500 NCH 14-16 WKS *
3300UF 63 VOLT QR NICH
LLK1H332MHSZ
CERS-478C 4700UF 130,000 NCH 14-16 WKS *
50 VOLT QR NICH
LLK1H472MHSB
** CERS-478D 25,000 NCH 14-16 WKS *
4700UF 80 VOLT QR NICH
LLK1K472MHSB
CERS-688D 8,000 NCH 14-16 WKS *
6800UF 80 VOLT QR NICH
LLQIK682MHSC
* Currently shipping LLK1J332MHSZ
** Currently shipping LLK1K472MHSC
10
(LOGO) ROCKFORD
CORPORATION
GENERAL
PART YEARLY USAGE MANUFACTURER LEAD TIME PRICE
(All
information in
this column
contains
Confidential
matieral
redacted and
filed
separately with
the Commission)
--------------------------------------------------------------------------------------------------------------------------
SS-0722 30,000 TIS 6-8 WKS
TL594CDR TI
SS-101A-45 700,000 MOT 10-12 WKS
MPS-A56RLRM AI MOT
SS-102A-45 800,000 MOT 4-6 WKS
MPSA06RLRM AI MOT
SS-1375 175,000 MOT/SGS 16-18 WKS
LM317T MOT/SGS
SS-1376 175,000 MOT/SGS 16-18 WKS
LM337T MOT/SGS
SS-1378 230,000 MOT 10-12 WKS
MUR1620CTR MOT
SS-1403 230,000 MOT 10-12 WKS
MUR1620CT MOT
SS-143SM 600,000 MOT/TIS 6-8 WKS
TL072CDR2 MOT/TI
SS-161 511,000 MOT 4-6 WKS
1N4003RL MOT
SS-183 170,000 MOT 6-8 WKS
1N5366BRL MOT
SS-187SM 830,000 MOT/NSC 14-16 WKS
LM833MX MOT/NTL
SS-209 640,000 MOT/FSC 8-10 WKS
MPS6521 MOT
SS-730SM 260,000 MOT/NSC 6-8 WKS
LM339DR2 MOT/NTL
SS-802SM 230,000 MOT/TIS 6-8 WKS
TL494CDR MOT/TI
SS-0113 440,000 XXX/XXX/XXX 0-0 XXX
XXXX0000XXX0
XX-0000 1,096,000 XXX/XXX/XXX 0-0 XXX
XXXX0000XX0
XX-0000 40,000 XXX/XXX/XXX 0-0 XXX
XXXX0000XXX0
XX-0000 4,700,000 XXX/XXX/XXX 0-0 XXX
XXXX0000XX0
XX-0000 4,000,000 MOT/FSC/PHA 8-10 WKS
MMBT3904BLT3
SS-101SM 423,000 MOT/FSC/PHA 4-6 WKS
11
PART YEARLY USAGE MANUFACTURER LEAD TIME PRICE
(All
information in
this column
contains
Confidential
matieral
redacted and
filed
separately with
the Commission)
--------------------------------------------------------------------------------------------------------------------------
XXXXX00XX0
XX-000XX 240,000 MOT/FSC/PHA 12-14 WKS
XXXXX00XX0
XX-000XX 1,000,000 XXX/XXX/XXX 0-0 XXX
XXX00XXX
XX-000XX 4,000,000 MOT/FSC/PHA 4-6 WKS
MMBD914LT3
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(LOGO) ROCKFORD
CORPORATION
ATTACHMENT "A"
Following are conditions where Avnet will procure product from other sources:
1) Rockford had placed a purchase order for contract item(s) with Avnet and
manufacturers original commit date is not met and Rockford cannot adjust to
revised delivery to support production and/or line space down situations.
2) Avnet would assist Rockford in locating late delivery item and price
negotiation by a franchised and non-franchised sources. After unsuccessful
attempts to locate product within our franchised manufacturers and/or Rockford's
approved supplies, then reserved dollars will be credited to Rockford and must
be mutually agreed.
3) (Confidential material redacted and filed separately with the Commission) is
set aside per month with a maximum of (Confidential material redacted and filed
separately with the Commission). If, for example, (Confidential material
redacted and filed separately with the Commission) is spent for June, the unused
balance may be used throughout the remainder of the quarter but cannot exceed
(Confidential material redacted and filed separately with the Commission) for
the quarter.
4) Contract pricing on allocated components to be reviewed quarterly to insure
competitive fair market pricing and Rockford is assured any potential cost
savings. It is our intent to offer competitive pricing and cost reductions and
offer assurance of on-time deliveries via set aside purchase dollars.
