U.S. FIRST TIER RESELLER AGREEMENT
1. APPOINTMENT
A. Hewlett-Packard Company ("HP") appoints First Tier Reseller as
an authorized, non-exclusive First Tier Reseller for marketing
the HP Products listed on the Product Exhibits. First Tier
Reseller's appointment is subject to the terms and conditions
set forth in this U.S. First Tier Reseller Agreement and the
associated Addenda, Product Exhibits, HP Product Categories
("Product Categories") and Operations Policy Manual
(collectively, "Agreement") for the period from the effective
date through the expiration date of this Agreement. First Tier
Reseller accepts appointment on these terms.
B. First Tier Reseller is in the business of distributing
products to and supporting selling locations owned and
operated by HP Authorized VARs, Second Tier Resellers who have
selected First Tier Reseller as one of their Dual Source
Suppliers and resellers who are not authorized directly by HP
but who are permitted to resell HP Products as described in
this Agreement. First Tier Reseller may also operate company-
owned selling locations. First Tier Reseller desires to
acquire HP Products for resale/distribution to HP Authorized
VARs, Second Tier Resellers, and other resellers (collectively
called "Customers") and company-owned selling locations as
permitted in the Product Categories.
C. HP has attached to this Agreement the U.S. Second Tier
Reseller Agreement and VAR Certification which substantially
represents the agreement HP will use in appointing Second Tier
Resellers and VARs, and authorizing First Tier Reseller's
company-owned locations to resell HP Products.
2. STATUS CHANGE
A. If First Tier Reseller wishes to:
1. Change its name or that of any approved location;
2. Add, close or change an approved location;
3. Undergo a merger, acquisition, consolidation or other
reorganization with the result that any entity
controls 50% or more of First Tier Reseller's capital
stock or assets after such transaction; or
4. Undergo a significant change in control or management
of First Tier Reseller operations;
then First Tier Reseller shall notify HP in writing prior to
the intended date of change.
B. HP agrees to promptly notify First Tier Reseller of its
approval or disapproval or any proposed change, provided that
First Tier Reseller has given HP all information and documents
reasonably requested by HP.
C. HP must approve proposed First Tier Reseller changes prior to
any obligation of HP to perform under this Agreement with
First Tier Reseller as changed.
3. FIRST TIER RESELLER
RESPONSIBILITIES
A. First Tier Reseller may sell HP Products only to Customers as
permitted in the Product Categories, and may resell HP
Products directly through authorized company-owned selling
locations provided that they comply with all terms and
conditions of the U.S. Second Tier Reseller Agreement,
associated Addenda, Product Categories, Operations Policy
Manual and Product Exhibits.
B. If the Product Categories permit sales to Customers only who
have been authorized by HP, then First Tier Reseller shall
ensure that its Customers and company-owned locations meet
HP's qualifications and comply with the terms and conditions
for those Customers and with First Tier Reseller's standard
agreements and business policies. First Tier Reseller also
agrees to report violations of HP's terms and conditions to HP
in a timely manner.
C. Shipments of HP Products to unauthorized Customers or
end-users shall constitute a breach of this Agreement and may
result in the termination of this Agreement. In addition,
First Tier Reseller agrees to pay HP an amount equivalent to
the discount received from HP for such shipments.
D. HP may prohibit First Tier Reseller from selling to terminated
Second Tier Resellers or VARs, or other identified Customers
whom HP does not wish to receive products.
E. First Tier Reseller agrees to:
1. Represent HP Products fairly to all Customers.
2. Forward promptly to Customers all technical sales and
promotional materials, suggested price lists and
other information provided by HP for the purpose of
reshipment to Customers.
3. Provide pre-sales support and post-sales technical
support for HP Products to all Customers.
4. Provide authorized Second Tier Resellers and VARs
access to the HP designated service program or other
HP approved service plan.
5. Ensure that no sale, advertising, promotion, display
or disclosure of any features, availability or price
of any new HP Product takes place before HP's public
announcement of that product.
6. Respond promptly to all Customer inquiries or
requests related to HP Products.
7. Authorize HP's representatives to call on Customers
for product training and other objectives.
8. Report promptly to HP all suspected defects in HP
Products.
9. Ensure that its employees complete any required
training courses designated by HP.
E. Upon request from First Tier Reseller, at its discretion HP
may grant special pricing for particular end-user-customer
transactions. In good faith, HP may retract the special
pricing at any time before acceptance by the end-user
customer. HP may extend the pricing on an exclusive or
non-exclusive basis and may condition the pricing on a
pass-through of all or part of the non-standard offering
extended by HP.
8. PAYMENT AND SECURITY TERMS
A. First Tier Reseller will pay invoices within 30 days from the
date of the invoice. HP reserves the right to change credit
2
terms at any time when in HP's opinion First Tier Reseller's
financial condition or previous payment record so warrants.
B. Any First Tier Reseller claim for adjustment of an invoice is
agreed to be waived if First Tier Reseller fails to present it
within 90 days from date of HP invoice. No claims, credits, or
offsets may be deducted from any invoice.
C. If First Tier Reseller fails to pay any sum due within 15 days
of HP's written notice of delinquency, HP may discontinue
performance under this Agreement and may revise credit terms
for unshipped orders.
9. ORDERS; SHIPMENTS; CANCELLATIONS
AND CHANGES
A. First Tier Reseller's orders must comply with the minimum
order, release, ship- to and other requirements specified in
this Agreement.
B. HP will honor electronic, written, fax and telephone orders
from First Tier Reseller's approved locations. First Tier
Reseller is responsible for ensuring that only authorized
employees place, change or delete orders and that the orders
conform to all requirements of this Agreement.
C. First Tier Reseller's requested date for shipment must be
within 90 days after order date. HP reserves the right to
schedule and reschedule any order, at HP's discretion, and to
decline any order for credit reasons or because the order
specifies an unreasonably large quantity or makes an
unreasonable shipment request.
D. HP will use reasonable efforts to meet scheduled shipment
dates. However, HP will not be liable for delay in meeting a
scheduled shipment date.
E. First Tier Reseller must own more than 50% of its business at
each approved location. HP will ship HP Products to First Tier
Reseller under HP's standard shipment terms and conditions but
only to approved shipment locations authorized by HP on
Exhibit L. Shipment locations may be the same as company-owned
selling locations. All First Tier Reseller's sales,
advertising and promotional activities for HP Products must be
conducted from selling locations approved by HP. No sales,
advertisement or promotion of HP Products may be conducted
from shipment locations which are not also approved
company-owned selling locations.
However, HP will ship to a maximum of six approved shipment
locations and will accept orders only from a single order
point. An exception will be made where a Product Exhibit
indicates drop shipment is available for a specific HP Product
under a special program; drop shipment for those HP Products
will be subject to limitations indicated in the Product
Exhibits.
F. Shipments are subject to availability. If HP products are in
short supply, HP will allocate them equitably, at HP's
discretion.
G. Title to HP Products and risk of loss and damage will pass to
First Tier Reseller F.O.B. Destination.
10. SOFTWARE
First Tier Reseller is granted the right to distribute software
materials supplied by HP only in accordance with the license terms
supplied with these materials. First Tier Reseller may alternatively
acquire the software materials from HP for its own demonstration
purposes in accordance with the terms for use in those license terms.
3
11. TRADEMARKS
A. From time to time, HP may authorize First Tier Reseller to
display one or more designated HP trademarks. First Tier
Reseller may display the trademarks solely to promote HP
Products. Any display of the trademarks must be in good taste,
in a manner that preserves their value as HP trademarks, and
in accordance with standards provided by HP for their display.
First Tier Reseller will not use any name or symbol in a way
which may imply that First Tier Reseller is an agency or
branch of HP; First Tier Reseller will discontinue any such
use of a name or mark as requested by HP. Any rights or
purported rights in any HP trademarks acquired through First
Tier Reseller's use belong solely to HP.
B. First Tier Reseller grants HP the non- exclusive, royalty-free
right to display First Tier Reseller's trademarks in
advertising and promotional material solely for directing
prospective purchasers of HP Products to First Tier Reseller's
and its Customers' selling locations. Any display of the
trademarks must be in good taste, in a manner that preserves
their value as First Tier Reseller trademarks, and in
accordance with standards provided by First Tier Reseller for
their display. Any rights or purported rights in any First
Tier Reseller trademarks acquired through HP's use belong
solely to First Tier Reseller.
12. WARRANTY
A. USER WARRANTY
1. HP Product User Warranties are described on the
Product Exhibits and apply only to end- user
purchasers of HP Products. HP revisions to the User
Warranties will be effective on the date specified by
HP. Copies of User Warranties will be supplied with
HP Products. Distributor's customers must provide a
copy of the associated User Warranty for an HP
Product to each end-user prior to sale.
2. HP Product Warranty begins upon purchase by the
end-user customer and shall be verified by proof of
acquisition by the end user or via HP's electronic
warranty verification system.
D. HP has no obligation for any claim of infringement arising
from:
1. HP's compliance with any designs, specifications or
instructions of First Tier Reseller;
2. Modification of the Product by First Tier Reseller or
a third party;
3. Use of the Product in a way not specified by HP; or
4. Use of the Product with products not supplied by HP.
E. This Section states HP's entire liability to First Tier
Reseller and its Customers and end-users for infringement.
15. FIRST TIER RESELLER RECORD-
KEEPING
A. For contract compliance verification, product safety
information, operational problem correction and the like,
First Tier Reseller must maintain records of customer
purchases of HP hardware products for one year. Records must
include customer name, address, phone number, ship-to address,
serial number and date of sale of the above products. HP may
require monthly reporting incorporating the previous month's
data for each approved location.
4
B. HP may require First Tier Reseller to provide HP or HP's
designate with HP Product inventory and sales data including,
but not limited to, information such as total units of
selected HP Products sold and held in all inventory by month
for each approved location, in a format specified by HP. HP
may require monthly reporting incorporating the previous
month's data for each approved location.
C. In addition, First Tier Reseller must comply with any
reporting requirements for HP programs.
D. At HP's discretion and upon notice to First Tier Reseller, HP
or HP's designate will be given prompt access during normal
business hours, either on site or through other means
specified by HP, to First Tier Reseller's customer records,
inventory records and other books and records of account
specifically related to HP Products and HP believes are
reasonably necessary to verify and audit First Tier Reseller's
compliance with this Agreement.
E. Failure to promptly comply with HP's request will be
considered a repudiation of this Agreement justifying HP's
termination of this Agreement on 30 days' notice without
further cause.
F. HP may recover all reasonable actual costs associated with
compliance verification procedures from any promotional funds,
rebate funds or any other HP accrued funds due First Tier
Reseller.
G. HP may debit First Tier Reseller for all wrongfully claimed
discounts, rebates, promotional allowances or other amounts
determined as a result of HP's audit.
H. HP may, from time to time, send First Tier Reseller a list of
serial numbers of designated Products for which HP tracks
unauthorized sales. First Tier Reseller agrees to identify to
which Reseller each serial number was shipped and to forward
this information to its HP representative within a period of
not more than 21 days from the date of HP's notice.
I. HP may, from time to time, find it necessary to audit one of
First Tier Reseller's Customers for the purpose of determining
its Compliance with the terms and conditions or of HP Second
Tier Reseller Agreement or VAR Certification. HP will identify
for First Tier Reseller:
1. The Customer(s) to be audited;
2. A list, by HP product number, of designated products
of concern;
3. The period of time the audit will cover; and
4. A deadline by which HP must receive associated
sell-through data from First Tier Reseller.
First Tier Reseller agrees to help HP by providing HP, within
a designated period of time not to be more than 10 days from
the date of HP's notice, a list of the quantities and serial
numbers of designated products that have been shipped to the
Customer(s) during the audit period.
J. First Tier Reseller agrees that HP may recover all reasonable
actual costs associated with Customer compliance verification
procedures from the reseller(s) HP Advantage program funds,
rebate funds or any other HP accrued funds for the
reseller(s).
5
16. AMENDMENTS
A. From time to time, HP may add products to or delete them from
the Product Exhibits or implement or change HP policies or
programs at HP's discretion, after reasonable notice to First
Tier Reseller.
Additionally, HP may give First Tier Reseller 30 days' advance
written notice of any other amendment to this Agreement.
B. Any amendment will automatically become a part of this
Agreement on the effective date specified in the notice.
C. Each party agrees that the other has made no commitments
regarding the duration or renewal of this Agreement beyond
those expressly stated in this Agreement.
17. TERMINATION OF AGREEMENT
A. Either party may terminate this Agreement without cause at any
time upon 60 days' written notice or with cause at any time
upon 30 days' written notice to the other party.
B. If neither party gives the other notice of termination or
advises the other of its intent not to renew this Agreement,
HP may require that First Tier Reseller pay cash in advance
for additional shipments during the remaining term, regardless
of First Tier Reseller's previous credit status, and may
withhold all such shipments until First Tier Reseller pays its
outstanding balance.
C. Upon termination or expiration of this Agreement for any
reason, First Tier Reseller will immediately cease to be an
authorized HP First Tier Reseller and will refrain from
representing itself as such and from using any HP trademark or
trade name.
D. Upon any termination or expiration, either party may require
that HP purchase from First Tier Reseller any HP products
purchased under this Agreement, that are on HP's then current
Product Exhibits, which are in their unopened, original
packaging and marketable as new merchandise. The repurchase
price shall be the lower of either the Net First Tier Reseller
price on the date of termination or expiration or First Tier
Reseller's original purchase price, in each case less any
promotional or other discounts.
6
INTERNATIONAL AMENDMENT TO U.S. VAR CERTIFICATION
1. SCOPE
A. This Amendment modifies the U.S. VAR Certification
("Certification"), the terms of which are incorporated in this
Amendment by this reference. In the event of any conflict
between the terms of the Certification and this Amendment, the
terms of this Amendment control.
B. VAR shall purchase international versions of the HP Products
under its existing agreement with the Supplier, the
Certification and this Amendment.
2. VAR RESPONSIBILITIES
A. VAR may acquire international versions of HP Products for
resale and shipment only to international end-user customers,
subject to the following conditions:
1. VAR commits to a minimum annual purchase of $100,000
in U.S. versions of HP Products and $25,000 in
international versions of HP Products.
2. VAR's Supplier may purchase the international version
of the HP Products identified above at HP's
applicable export price existing on the date of order
and resell the same to VAR pursuant only to the terms
and conditions of the Certification and this
Amendment.
3. VAR will export the integrated systems only to
end-user customers in the HP approved countries
listed on the HP Approved Countries document.
4. VAR shall be responsible for all export permit
requirements, export reporting, costs, duties, taxes,
freight, and the like, and for conformance to all
applicable U.S. export regulations.
5. VAR must integrate any international version of HP
Products to be exported outside the United States as
part of its value-added solution authorized by HP in
its Certification.
6. Value-added integration will be performed at VAR's
integration facility based in the United States.
7. WARRANTY
The warranty specified for the international version of HP Product(s)
purchased at export price is worldwide return to HP. HP Product
warranty begins upon purchase by the VAR's end-user customer and shall
be verified by proof of acquisition by the end-user.
8. POLICIES AND PROGRAMS
VAR agrees that international purchases by VAR will not be entitled to
accrual of HP Advantage funds or any other HP promotional funds.
9. VAR RECORD-KEEPING
HP and the Supplier from whom VAR purchases the HP products shall have
the right to inspect the records of VAR to verify the fulfillment of
the terms and conditions of this Amendment on reasonable notice, not to
be less than 10 days.
10. VAR RECORD-KEEPING
A. At HP's discretion and upon notice to VAR, HP or HP's
designate will be given prompt access, either on site or
7
through other means specified by HP, to VAR's customer
records, inventory records and other books and records of
account which HP believes are reasonably necessary to verify
and audit VAR's compliance with this Agreement. Failure to
comply with HP's request will be considered a repudiation of
this Agreement justifying HP's termination of this Agreement.
B. HP may recover all reasonable actual costs associated with
compliance verification procedures from VAR's HP Advantage
program funds accrued by Suppliers, or by HP, on behalf of
VAR.
C. HP may debit Supplier and/or VAR for all wrongfully claimed
discounts, rebates, promotional allowances or other amounts
determined as a result of HP's audit of the VAR.
11. TERMINATION
A. Either party may terminate this Agreement without cause at any
time upon 30 days' written notice or with cause at any time
upon 15 days' written notice.
B. Upon termination of this Agreement for any reason, VAR will
immediately cease to be an authorized HP VAR and will refrain
from representing itself as such and from using any HP
trademark or trade name.
C. Upon termination of this Agreement, or expiration without
renewal of this Agreement, all rights to any accrued HP
Advantage program or other promotional funds will
automatically lapse.
12. RELATIONSHIP
A. VAR's relationship to HP will be that of an independent
contractor purchasing HP Products from Suppliers for resale to
VAR's customers. VAR and HP agree that this Agreement does not
establish a franchise, joint venture or partnership.
B. Any commitment made by VAR to its customer with respect to
price, quantities, delivery, specifications, warranties,
modifications, interfacing capability or suitability will be
VAR's sole responsibility and VAR will indemnify HP from
liability for any such commitment by VAR.
13. POLICIES AND PROGRAMS
A. HP has a co-operative marketing HP Advantage program available
for VAR's benefit through authorized Suppliers.
B. From time to time, HP may offer or change HP policies and
programs, such as but not limited to the HP Advantage program.
Premier Support program and other programs and policies,
participation in which will be on the current terms and
conditions of the policies and programs.
14. GENERAL CONDITIONS
A. Neither party may assign any rights or obligation in this
Agreement without the prior written consent of the other
party. Any attempted assignment will be deemed void.
B. No U.S. Government procurement regulations will be deemed
included hereunder or binding or either party unless
specifically accepted in writing and signed by both parties.
C. This is the entire agreement between HP and VAR relating to
its subject matter.
8
D. HP may amend this Agreement at any _______________ 30 days
notice.
E. This Agreement will be governed by the laws of the State of
California.
F. If any clause of this Agreement is held invalid, the remainder
of the Agreement will continue unaffected.
15. MINIMUM COMMITMENT
Minimum shipments to VAR for 12 months are $25,000 of HP Products,
measured by Distributor's or First Tier Reseller's net price from HP.
9
STATEMENT OF OWNERSHIP:
-----------------------
Form of Organization: (i.e. Corporation, General Partnership, Limited Partnership, Sole Proprietor): ________________________
For a Corporation, specify whether: Publicly Held:___________ Privately Held: _____________________ State of
Incorporation/Organization: ________________
Identify Company ownership and management structure as follows (attach additional pages if necessary):
- Sole Proprietor: Identify all owners, officers and ownership percentages held
- Trust: Identify Trustee(s), Administrators and Beneficiaries of Trust
- Partnership: Identify all General Partners, Limited Partners, Officers and ownership percentages held
Specify dollar investments of limited partners
- Privately Held Corporation: Identify all shareholders with class and percentage ownership, Officers and Board of
Director Members
- Publicly Held Corporation: Identify owners of 20% or more of each class of shares with class and percentage
ownership, Officers and Board of Director Members
NAMES TITLES OWNERSHIP INTEREST
Percentage Ownership Type of Ownership Interest
(Dollar Investment in (Assets, Common or Preferred
Limited Partners) Shares)
_______________________ _______________________ _______________________ __________________________
_______________________ _______________________ _______________________ __________________________
_______________________ _______________________ _______________________ __________________________
_______________________ _______________________ _______________________ __________________________
If Company is 100% owned by another corporation, identify the parent corporation's ownership and management structure above and the
identity of the parent corporation below:
------------------------------------------------------------------------------------------------------------------------------------
Parent/Owner, including DBA(s)
------------------------------------------------------------------------------------------------------------------------------------
Address
( )
------------------------------------------------------------------------------------------------------------------------------------
City State Zip Telephone
( )
------------------------------------------------------------------------------------------------------------------------------------
State of Parent/Owner's Incorporation Fax
AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY
--------------------- -----------------------
-------------------------------------------- ----------------------------------------------------------------------
Authorized Signature Xxxxx Xxxxxxxxxx
Reseller Contracts Manager
--------------------------------------------
Typed Name
-------------------------------------------- ------------------------ ------------------------
Title Effective Date Expiration Date
10
U.S. FIRST TIER RESELLER
TABLE OF CONTENTS
U.S. FIRST TIER RESELLER AGREEMENT
1. APPOINTMENT
2. STATUS CHANGE
3. FIRST TIER RESELLER RESPONSIBILITIES
4. MULTIPLE AGREEMENT DISCOUNTS
5. VOLUME COMMITMENT LEVELS
6. FIRST TIER RESELLER ORDER MILESTONES
7. PRICES
8. PAYMENT AND SECURITY TERMS
9. ORDERS, SHIPMENTS; CANCELLATIONS AND CHANGES
10. SOFTWARE
11. TRADEMARKS
12 WARRANTY
13. LIMITATION OF REMEDIES AND LIABILITY
14. INTELLECTUAL PROPERTY INDEMNITY
15. FIRST TIER RESELLER RECORD-KEEPING
16. AMENDMENTS
17. TERMINATION OF AGREEMENT
18. RELATIONSHIP
19. POLICIES AND PROGRAMS
20. GENERAL CONDITIONS
21. NOTICES
22. U.S. GOVERNMENT
U.S. VAR CERTIFICATION
1. APPOINTMENT
2. VAR RESPONSIBILITIES
3. INTENTIONALLY OMITTED
4. SPECIAL PRICING
5. SOFTWARE
6. TRADEMARKS
7. WARRANTY
8. LIMITATIONS OF REMEDIES AND LIABILITY
9. INTELLECTUAL PROPERTY INDEMNITY
10. VAR RECORD-KEEPING
11. TERMINATION
12. RELATIONSHIP
13. POLICIES AND PROGRAMS
14. GENERAL CONDITIONS
15. SERVICE REQUIREMENTS
INTERNATIONAL AMENDMENT TO U.S. VAR CERTIFICATION
1. SCOPE
2. VAR RESPONSIBILITIES
3. INTENTIONALLY OMITTED
4. INTENTIONALLY OMITTED
5. INTENTIONALLY OMITTED
6. INTENTIONALLY OMITTED
7. WARRANTY
8. POLICIES AND PROGRAMS
9. VAR RECORD-KEEPING
11
EXHIBIT U20D/U21D
FULL LINE DISTRIBUTOR PRODUCTS
DISCOUNT SCHEDULE
A. Please select Reseller's volume level on the Exhibit Election section
of the Signature Page.
LEVEL I - $50,000,000 - 199,999,999 (Orders)
LEVEL II - $200,000,000 - and up (Sell-through)
B. DISCOUNT SCHEDULE
------------------------------------------
DISCOUNTS
------------------------------------------
VOLUME LEVEL A B C D E
------------------------------------------
LEVEL I 28% 28% 42% 45% 18%
------------------------------------------
LEVEL II 30% 26% 44% 47% 20%
------------------------------------------
C. The capital letter referenced left of the product number on the Product
List indicates the applicable Discount column A through E above.
D. The products purchased under this Exhibit shall not be included in
determining whether the volume level under any other Exhibit to the
U.S. First Tier Reseller Agreement or U.S. Distributor Agreement has
been satisfied.
12
U.S. DISTRIBUTOR SUMMARY MATRIX
January 1, 1997
---------------------------------------------------------------------------------------------------------------
AGGREGATORS DISTRIBUTORS CALCULATOR OFFICE MACHINE
DISTRIBUTORS DISTRIBUTORS
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx/Arrow Arrowhead Business Arrowhead Business
Machines Machines
---------------------------------------------------------------------------------------------------------------
Intelligent Electronics Merisel Common-Wealth Azerty
Distributors
---------------------------------------------------------------------------------------------------------------
MicroAge GBC Technologies Xxxxxxx Xxxxxxx Daisytek
---------------------------------------------------------------------------------------------------------------
Merisel/FAB Avnet/Hall-Mark El Dorado Trading Group New Age Electronics
---------------------------------------------------------------------------------------------------------------
Xxxxxx Alliance Inacom Pro Distributors
---------------------------------------------------------------------------------------------------------------
Tech Data Elect Intelligent Electronics United Stationers
---------------------------------------------------------------------------------------------------------------
MicroAge
---------------------------------------------------------------------------------------------------------------
Neamco
---------------------------------------------------------------------------------------------------------------
Pro Distributors
---------------------------------------------------------------------------------------------------------------
X.X. Xxxxxxxx Company
---------------------------------------------------------------------------------------------------------------
United Stationers
---------------------------------------------------------------------------------------------------------------
Merisel/FAB
---------------------------------------------------------------------------------------------------------------
13
EXHIBIT U20D/U21D
FULL LINE DISTRIBUTOR PRODUCTS
LIST
---------------------------------------------
CAT QD MO PP SA AP WW W90 DR
---------------------------------------------
Q1 @ @ @ @ @ @ @
---------------------------------------------
W1 @ @ @ @ @ @
---------------------------------------------
X1 @ @ @ @ @ @
---------------------------------------------
X2 @ @ @ @ @ @
---------------------------------------------
Y1 @ @ @ @ @ @
---------------------------------------------
Y2 @ @ @ @ @
---------------------------------------------
Y3 @ @ @ @ @ @
---------------------------------------------
QD: Products are designated as "Qualified Distribution Products" (QD). To
purchase products from QD product categories, Reseller must have
submitted the appropriate Qualified Distribution Application and
received approval to order such products.
MO: Minimum order is $25; minimum release and ship-to is $25.
PP: Products are eligible for Price Protection.
SA: Eligible products returned for stock adjustment may not exceed 15% of
the previous quarter's invoiced amount of shipments. Restocking charges
will apply to returns in any one quarter exceeding 5% of shipments.
Such products are eligible for stock adjustment restocking charges of
3% of list price value.
AP: Products are eligible for the HP Advantage program.
WW: Products are covered by HP's written warranty.
W90: Products are covered by HP's standard 90-day warranty.
DR: Eligible defective and customer satisfaction returns may not exceed 3%
of the invoiced amount of shipments during the previous quarter.
(Except that if the total number of defective units exceeds the returns
cap percentage, HP shall be obligated to honor the Product warranty for
those units).
The HP Products listed below are U.S. versions only.
Products followed by an "@" symbol are eligible for drop-shipment.
14
EXHIBIT U40A
ACCESSORY PRODUCTS
DISCOUNT SCHEDULE
A. DISCOUNT SCHEDULE
---------
DISCOUNTS
---------
A B
---------
38% 42%
---------
B. The capital letter referenced left of the product number on the Product
List indicates the applicable Discount column A through B above.
C. The products purchased under this Exhibit shall be included in
determining whether the volume level under Product Exhibit U20x, U5xR,
U60, U62R or U8xD of the respective Addendum and/or Agreement has been
satisfied.
15
EXHIBIT U40C
CONSUMABLE PRODUCTS
LIST
-----------------------------------------------
CAT. MO PP SA AP W90 EOQ1 E0Q2 DR
-----------------------------------------------
01 @ @ @ @ @ @
-----------------------------------------------
02 @ @ @ @ @ @ @
-----------------------------------------------
03 @ @ @ @ @ @ @
-----------------------------------------------
MO: Minimum order is $25; minimum release and ship-to is $25.
PR: Products are eligible for Price Protection.
SA: Eligible products returned for stock adjustment may not exceed
15% of the previous quarter's invoiced amount of shipments.
Restocking charges will apply to returns in any one quarter
exceeding 5% of shipments. Such products are eligible for
stock adjustment restocking charges of 3% of list price.
AP: Products are eligible for the HP Advantage program.
WW: Products are covered by HP's written warranty.
W90: Products are covered by HP's standard 90-day warranty.
EOQ1: (Economic Order Quantities) These products are offered in
pricing multiples. The first quantity break has 0% discount.
EOQ2: (Economic Order Quantities) These products are offered in
pricing multiples. Discounts are offered at all quantity
breaks.
DR: Eligible defective and customer satisfaction returns may not
exceed 3% of the invoiced amount of shipments during the
previous quarter. (Except that if the total number of
defective units exceeds the returns cap percentage, HP shall
be obligated to honor the Product warranty for those units).
The HP Products listed below are U.S. versions only.
Products followed by an "@" symbol are eligible for drop-shipment.
16
EXHIBIT UD
CALCULATOR DISTRIBUTOR PRODUCTS
DISCOUNT SCHEDULE
A. Distributor and HP agree that Distributor's volume level, at Net
Distributor price, for HP Products on Exhibit UD for the term of this
Addendum is:
$1,000,000 - and up
B. DISCOUNT SCHEDULE
---------------------------
DISCOUNTS
---------------------------
A B C D E
---------------------------
35% 40% 38% 20% 3%
---------------------------
C. The capital letter referenced left of the product number on the Product
List indicates the applicable Discount column A through E above.
D. The products purchased under this Exhibit shall not be included in
determining whether the volume level under any other Exhibit to the
U.S. Reseller Agreement has been satisfied.
17
EXHIBIT U40A
ACCESSORY PRODUCTS
LIST
---------------------------------------------
CAT. MO PP SA AP WW W90 EOQ2 DR
---------------------------------------------
01 @ @ @ @ @ @
---------------------------------------------
02 @ @ @ @ @
---------------------------------------------
03 @ @ @ @ @ @
---------------------------------------------
04 @ @ @ @ @ @ @
---------------------------------------------
MO: Minimum order is $25; minimum release and ship-to is $25.
PP: Products are eligible for Price Protection.
SA: Eligible products returned for stock adjustment may not exceed
15% of the previous quarter's invoiced amount of shipments.
Restocking charges will apply to returns in any one quarter
exceeding 5% of shipments. Such products are eligible for
stock adjustment restocking charges of 3% of list price.
AP: Products are eligible for the HP Advantage program.
WW: Products are covered by HP's written warranty.
W90: Products are covered by HP's standard 90-day warranty.
EOQ2: (Economic Order Quantities) These products are offered in
pricing multiples. Discounts are offered at all quantity
breaks.
DR: Eligible defective and customer satisfaction returns may not
exceed 3% of the invoiced amount of shipments during the
previous quarter. (Except that if the total number of
defective units exceeds the returns cap percentage, HP shall
be obligated to honor the Product warranty for those units).
The HP Products listed below are U.S. versions only.
Products followed by an "@" symbol are eligible for drop-shipment.
18
EXHIBIT U40C
CONSUMABLE PRODUCTS
DISCOUNT SCHEDULE
A. DISCOUNT SCHEDULE
DISCOUNTS
---------------
A B C
---------------
38% 42% 36%
---------------
B. The capital letter referenced left of the product number on the Product
List indicates the applicable Discount column A through C above.
C. The products purchased under this Exhibit shall not be included in
determining whether the volume level under any other Exhibit to the
U.S. Reseller Agreement has been satisfied.
19
EXHIBIT UD
CALCULATOR DISTRIBUTOR PRODUCTS
LIST
---------------------------------
CAT MO PP SA AP WW DR
---------------------------------
01 @ @ @
---------------------------------
Y1 @ @ @ @ @
---------------------------------
Z1 @ @ @ @ @ @
---------------------------------
Z2 @ @ @ @ @ @
---------------------------------
Z3 @ @ @ @
---------------------------------
Z4 @ @ @
---------------------------------
MO: Minimum order is $25; minimum release and ship-to is $25.
PP: Products are eligible for Price Protection.
SA: Eligible products returned for stock adjustment may not exceed 15% of
the previous quarter's invoiced amount of shipments. Restocking charges
will apply to returns in any one quarter exceeding 5% of shipments.
Such products are eligible for stock adjustment restocking charges of
3% of list price value.
AP: Products are eligible for the HP Advantage program.
WW: Products are covered by HP's written warranty.
DR: Eligible defective and customer satisfaction returns may not exceed 3%
of the invoiced amount of shipments during the previous quarter.
(Except that if the total number of defective units exceeds the returns
cap percentage, HP shall be obligated to honor the Product warranty for
those units).
The HP Products listed below are U.S. versions only.
Products followed by an "@" symbol are eligible for drop-shipment
20
