CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT 10.2
ORDER FULFILLMENT SERVICES AGREEMENT
This Order Fulfillment Services Agreement (the "Agreement") is made as of the
2nd day of May 2000 (the "Effective Date") between Xxxxxx Micro Inc. ("Ingram"),
a Delaware corporation, with principal place of business at 0000 X. Xxxxx Xxxxxx
Xxxxx, Xxxxx Xxx, XX 00000 and Xxx.xxx, Inc., a Delaware corporation with its
principal place of business at 00 Xxxxxxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000
("Xxx.xxx").
PURPOSE
Ingram will provide order fulfillment and other services ("Services") to Xxx.xxx
in conjunction with Xxx.xxx's product purchase agreement with E&S International,
Inc. ("ESI") and Xxxxxx'x Contract Warehousing Services Agreement with ESI. This
Agreement defines the general terms and conditions governing Xxxxxx'x Services.
The parties may add additional Services to this Agreement after the Effective
Date by adding amendments to this Agreement signed by both parties, and prices
may be adjusted accordingly.
AGREEMENT
The parties agree as follows:
1. DEFINITIONS
Whenever capitalized in this Agreement:
"Business Day" means Monday through Friday, excluding days on which holidays are
observed.
"Confidential Information" means (i) non-public information which either party
learns, by whatever means, about the other party's business in the course of
performance of this Agreement; (ii) the terms and existence of this Agreement
(including Appendices) and the nature and details of the parties' business
relationship; and (iii) information relating to Products, designs, business
plans or processes, distribution methods, volumes, prices, costs, finances,
research and development, personnel, suppliers, customers or customer
information. The term "Confidential Information" does not include any
information that (i) is or becomes generally available to the public other than
as a result of a disclosure by the parties or their representatives in breach of
this Agreement, (ii) was available to the receiving party without a duty of
confidentiality prior to its disclosure by the disclosing party, (iii) becomes
available to the receiving party from a source other than the other party or its
representatives, provided that such source is not known to be subject to any
prohibition against transmitting the information; or (iv) is disclosed pursuant
to an order of court or government agency, provided that if Confidential
Information is disclosed or threatened to be disclosed pursuant to this clause,
the receiving party will give the disclosing party prompt written notice of such
threatened disclosure and the right to defend against such disclosure, at its
expense, and provided further, that the receiving party will cooperate
reasonably in such defense.
"Cut-Off Time" means, unless otherwise stated, [***] local time at the
relevant Facility.
"Delivery Point" means the location to which the Product will be sent, as
specified in the Order.
"Effective Date" means the date set forth in the first paragraph of this
Agreement.
"Facility" means a warehouse used to provide Services.
"Ingram Employees" means employees and associates, assignees or successors in
interest.
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[***] Confidential treatment has been requested for the bracketed portions. The
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confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
"Contract Warehousing Services Agreement" means the Contract Warehousing
Services Agreement between Ingram and ESI.
"Order" means an order for delivery of specified Products to a specified
Delivery Point transmitted by Xxx.xxx to Ingram.
"Product" means those products provided by ESI that Ingram will handle in
connection with the Services provided to Xxx.xxx.
"Product Damage" means damage to a Product.
"Shipment" means an Order that Ingram has processed and tendered to a carrier
for transport to the Delivery Point.
"Services" means the order fulfillment services to be provided by Ingram.
"Vendor" means ESI only for this Agreement.
"SKU Setup" means assigning an Ingram proprietary numerical value of Six digits
to each and every unique product in order to differentiate between products and
product characteristics.
"End-User Refusals" means Products which are not able to be delivered and/or
transfer of title does not take place between carrier and Xxx.xxx's client for
any number of reasons, such as: damage, wrong address, mis-shipment, etc.
Carrier is unable to successfully deliver or transfer title to Xxx.xxx's
customer.
"Receiving Mixed Pallets" means Product that is delivered with more than one
Ingram SKU number per pallet.
"Piece Receiving" means Product that is sent from ESI to Xxxxxx'x receiving
docks, and is not on a pallet.
"Unconveyable Product" means a box/unit that does not fall within the specific
guidelines and/or dimensions as outlined on Exhibit D.
"Conveyable Product" means boxes/units which fall within the parameters and/or
dimensions as outlined in Exhibit D.
"Prime Rate" means the prime commercial lending rate announced from time to time
by Bank of America, N.A. at its principal office in San Francisco, California
(or if Bank of America shall no longer be in existence, by the domestic
commercial bank having a principal office in San Francisco, California, which at
that time has the largest capital surplus of all such commercial banks).
2. SERVICES
2.1 Xxxxxx'x Services. Ingram will perform the Services described on Exhibit A
attached to this Agreement in an efficient and professional way and as more
specifically provided in this Agreement.
2.2 Provided Ingram has adequate inventory of Product to fulfill the Order, and
provided the Order prints in the shipping facility before the Cut-Off Time,
Ingram will process all Orders [***]. If an Order prints in the facility
---
after the Cut-Off Time, Ingram will make best efforts to process the Order
[***], and if it is nonetheless unable to do so, it will process the Order
---
within [***] after receipt.
---
Page 2
[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
2.3 Operations Managers. Each party will name a business manager who will act
as primary contact for matters related to the day-to-day administration of
this Agreement. The current operations managers for each party are shown in
Exhibit A.
2.4 Operations Review Meetings. Operations Review Meetings. Ingram and Xxx.xxx
will meet at least monthly to review Xxxxxx'x performance of the Services
and discuss current industry trends, improvements to Xxx.xxx's supply
chain, security measures and procedures, disposition of non-moving Product,
Product forecasts, continuous process improvement, strategic changes
recommended by Ingram or Xxx.xxx, and implementation of cost savings
programs. Pricing as stated on Exhibit C will be reviewed [***] in relation
to the assumptions stated on Exhibit E and, in the event that an assumption
is not being met, Ingram may change its pricing to compensate for Xxx.xxx's
failure to meet the assumption.
3. FACILITIES, LABOR AND EQUIPMENT
3.1 Personnel. Ingram will be responsible for insuring that all Ingram Employees
performing any Services under the Agreement do so competently and with integrity
and that they observe all applicable safety and workplace regulations and
policies.
3.2 Facilities.
3.2.1 Ingram will utilize the Facilities listed on Schedule A to provide
Services. Ingram may choose to use additional facilities within the United
States to provide the Services, or may choose to substitute other facilities for
the Facilities.
4. OWNERSHIP
4.1 Products. In performance of the Services, Ingram will accept Orders placed
by Xxx.xxx to ship Products to the Delivery Point designated by Xxx.xxx.
4.2 Risk of Loss and Damage. The risk of loss and damage for all Products
handled by Ingram under this Agreement shall pass to Xxx.xxx upon delivery of
the Products to the carrier at the Facility.
5. CONFIDENTIALITY
5.1 In General. A party that receives Confidential Information of the other will
not publish, disclose or disseminate such Confidential Information to any third
party and will only disclose or disseminate such Confidential Information to
those employees who have a need-to-know such Confidential Information in
connection with performance of the Services. Each party will use the
Confidential Information it receives under this Agreement only for the purpose
of its performance under this Agreement and neither party will use such
Confidential Information for any other purpose.
5.2 Publicity. Neither party will announce the execution of this Agreement or
advertise or promote any aspect of the Services performed by Ingram for Xxx.xxx
under this Agreement without the express prior written consent of the other
party.
6. COMPLIANCE WITH LAWS
6.1 Ingram will obtain such licenses or permits as may be required to perform
the Services and will comply with all federal and state laws, regulations,
orders and rules applicable to the performance of the Services. Xxx.xxx will
comply with all laws, regulations, orders and rules applicable to the
performance of
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[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
Xxx.xxx obligations under this Agreement. Xxx.xxx will not ask Ingram to perform
any Services in a manner that would violate any law or regulation.
7. HAZARDOUS MATERIAL
Not applicable.
8. PRICING AND PAYMENT TERMS
8.2 As consideration for Xxxxxx'x performance of the Services, Xxx.xxx will pay
Ingram the amounts set forth in Exhibit C ("Service Fees") and all freight
charges charged to Xxxxxx'x freight account numbers.
8.3 Billing Procedures. Ingram will invoice Xxx.xxx immediately for Start-Up
Fees, and monthly for all Service Fees and freight fees.
8.4 Payment Terms. All invoices shall be [***]. If Xxx.xxx fails to pay any
---
undisputed amount when due, Xxx.xxx shall pay Ingram interest on the past
due amount at an annualized rate of the Prime Rate plus [***].
---
8.5 If Xxx.xxx disputes an invoice in good faith, Xxx.xxx will pay any
undisputed portion of the invoice and give Ingram written notice of such
dispute within twelve (12) days after the invoice date. Ingram will provide
backup documentation for the disputed charges within ten (10) business days
of receipt of Xxx.xxx's written notice. If Xxx.xxx and Ingram agree a
correction to the invoice is required, Xxx.xxx will not be obligated to pay
the disputed amount of the invoice until twelve (12) calendar days after
receipt of a corrected invoice, or, if the correction is made on the next
period invoice, net twelve days from receipt of that invoice. During any
such efforts to resolve invoices disputed in good faith, all terms and
conditions of this Agreement will remain in full force and effect.
9. (INTENTIONALLY OMITTED)
10. TERM AND TERMINATION
10.1 Term. The term of this Agreement will be begin on the Effective Date and
continue for a period of twelve (12) calendar months thereafter. If on or
before the first anniversary of the Effective Date, the parties have not reached
an agreement to extend the term for an additional period of time, the term of
the Agreement shall be automatically extended for an additional sixty (60) days
in order to permit the parties to wind down their relationship.
10.2 Termination without Cause. Either party may terminate this Agreement for
its convenience by providing written notice to the other party at least One-
Hundred Twenty (120) days prior to the termination date. This Agreement shall
terminate immediately upon the expiration or earlier termination of the Contract
Warehousing Services Agreement.
10.3 Termination with Cause.
10.3.1 Either party may terminate this Agreement for cause as follows:
(a) Effective immediately upon written notice of termination if the other party
has committed a material breach of any its obligations under this Agreement
and has failed to cure such breach within thirty (30) days after receipt of
written notice of the breach;
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[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
(b) Effective thirty (30) days after written notice of termination if the other
party failed to pay any undisputed amount when due and failed to cure such
breach by paying such past due amount within thirty (30) days after receipt
of a written notice of breach; or
(c) Effective immediately, to the extent permitted by law, if the other party
files a petition in bankruptcy or is adjudicated a bankrupt, makes a
general assignment for the benefit of creditors, or has a receiver
appointed with respect to its assets.
10.3.2 Termination of this Agreement will be without prejudice to any other
right or remedy of either party.
10.3.3 Upon Termination Pursuant to Section 10.3.1. If Ingram terminates the
Agreement with cause pursuant to Section 10.3.1, Xxx.xxx will be liable to
Ingram for those Start-Up Costs, all Service Fees, and freight charges that
Xxx.xxx has not already paid to Ingram, and any additional outstanding amounts
owed, including any costs incurred by Ingram to return remaining Product to ESI.
10.4 Effect of Termination.
10.4.1 Upon Termination Pursuant to Section 10.2. If Xxx.xxx terminates the
Agreement for convenience pursuant to Section 10.2, Xxx.xxx will be liable to
Ingram for those Start-Up Costs and Service Fees and freight charges that
Xxx.xxx has not already paid to Ingram, and any additional outstanding amounts
owed, including any costs incurred by Ingram to return remaining product to
vendor.
10.4.2 Confidential Information and Property. If this Agreement is terminated
for any reason, each party will, within fifteen (15) days after Ingram last
performs Services under the Agreement, return or destroy, as specified by the
other, all Confidential Information and other property belonging to the other
party then in its possession.
10.4.3 Termination Costs. Neither party will be liable to the other for damages
or expenses incurred solely as a result of terminating this Agreement in
accordance with its terms, including but not limited to costs of terminating
real estate, equipment, and other property leases, and applicable employee
severance pay.
10.4.4 Survival. The shipment of any Product to Ingram after termination shall
not be construed as a renewal or extension of this Agreement nor as a waiver of
any termination notice. All terms and provisions of this Agreement, including
any and all Exhibits and amendments hereto, that by their nature are intended to
survive any termination of this Agreement will so survive.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES INCURRED OR SUFFERED BY THE OTHER PARTY, INCLUDING WITHOUT
LIMITATION, LOST REVENUE, LOSS OF INCOME, OR LOSS OF BUSINESS ADVANTAGE, EVEN IF
THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. INDEMNIFICATION
12.1 Indemnification by Ingram. Ingram will indemnify, defend, and hold Xxx.xxx
and its officers, directors and employees harmless from and against any and all
liabilities, damages, fines, penalties, costs, claims, interest and expenses
(including costs of defense, settlement, and reasonable attorney fees) that
arise from claims, allegations, actions, causes of action, adjudications, or
suits by third parties to the extent attributable to negligence or willful
misconduct of Ingram or Ingram Employees.
Page 5
12.2 Indemnification by Xxx.xxx. Xxx.xxx will indemnify, defend and hold Ingram
and its officers, directors and employees harmless from and against any and all
liabilities, damages, fines, penalties, costs, claims, interest and expenses
(including costs of defense, settlement, and reasonable attorney fees) that
arise from claims, allegations, actions, causes of action, adjudications, or
suits by third parties to the extent attributable to negligence or willful
misconduct of Xxx.xxx or its employees or agents.
12.3 Indemnification Procedure. A party seeking indemnification under this
provision ("indemnified party") will notify the other party ("indemnifying
party") as promptly as practicable and give the indemnifying party an
opportunity to defend the claim. The indemnified party will extend reasonable
cooperation in connection with such defense. If the indemnifying party fails to
defend the claim within a reasonable time, the indemnified party may assume the
defense, and the indemnifying party will repay the indemnified party for all
expenses incurred in connection with such defense (including reasonable attorney
fees, settlement payments and payments of judgments) until the indemnifying
party assumes such defense. The foregoing indemnity obligations will extend only
to the losses actually suffered by the indemnified party, reduced by any
offsetting assets or services received from any third party including any
insurer. The indemnifying party will be subrogated to all rights of the
indemnified party against any third party with respect to any claim for which
indemnity was paid. The indemnifying party shall not be responsible for any
settlement made by the indemnified party without the indemnifying party's prior
written permission. In the event of a settlement, the indemnified party will not
publicize the settlement nor permit the complaining party to publicize the
settlement without first obtaining the indemnifying party's written consent.
13. FORCE MAJEURE
Neither party will be held in breach of this Agreement for a delay or failure to
perform if and to the extent such delay or failure to perform under this
Agreement is due to an Act of God or the public enemy, labor disorder, civil
commotion, closing of public highways, government interference, government
regulations, or any similar event or occurrence beyond the reasonable control of
the affected party.
14. DISPUTES
14.1 Dispute Resolution. In the event of a controversy or dispute between
Xxx.xxx and Ingram arising out of or in connection with the Agreement, the
parties will attempt, promptly and in good faith, to resolve any such dispute.
If they are unable to do so within thirty (30) days, then either may proceed to
file an action as set forth in Section 14.2.
14.2 Governing Law and Venue. This Agreement and the relationship of the parties
will be governed by and interpreted in accordance with the federal law governing
transportation and the internal laws of California without regard to rules of
conflicts of laws. Venue for any judicial proceeding will be in Orange County,
California. Both Ingram and Xxx.xxx waive all objections to jurisdiction and
venue in any court located in that county.
15. MISCELLANEOUS
15.1 Relationship of the Parties. Ingram is an independent contractor. Nothing
in this Agreement will create a partnership or joint venture between Xxx.xxx and
Ingram and neither will make representations to the contrary. Ingram will
determine the manner and means by which the work under this Agreement is
accomplished, subject to the express condition that Ingram will at all times
comply with the terms of this Agreement and with applicable law.
15.2 Taxes. All payments by Xxx.xxx for Services under this Agreement are
exclusive of taxes imposed by foreign, federal, state, provincial, municipal,
local and other taxing authorities, including income, franchise, excise, sales,
use, gross receipts, value added, goods and services, property or similar taxes.
Page 6
15.3 Software. Nothing contained in this Agreement will be deemed to constitute
a sale or license of any software installed or used by Ingram, or an implied or
express warranty regarding the performance of such software. All systems,
including customizations and supporting documentation, supplied by Ingram will
remain the property of Ingram.
15.4 Delegation and Assignment. Either party may assign this Agreement with the
written consent of the other party, which consent will not be unreasonably
withheld, provided, however, that either party may assign this Agreement to an
entity acquiring all or substantially all of its assets.
15.5 Notices. Notices must be in writing, reference this Agreement and be sent
to the addresses set forth below. Either party may change the address to which
notice must be given by written notice to the other party. Notices are effective
upon receipt or five (5) days after sending, whichever comes first, if the
notices are sent by an overnight delivery service or if mailed postage prepaid,
certified or registered mail, return receipt requested.
Page 7
XXX.XXX INGRAM
President Xxx Xxxxxxxxxx, Account Manager
Consumer Markets Division - West
Xxx.xxx, Inc. Xxxxxx Micro Inc.
85 Enterprise 0000 X. Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000 Xxxxx Xxx, XX 00000
With a copy at same address to: With a copy at same address to:
General Counsel, General Counsel,
Xxx.xxx Law Department Xxxxxx Micro Law Department
15.6 Interpretation. The parties and their respective counsel have negotiated
this Agreement. This Agreement will be fairly interpreted in accordance with its
terms and without any strict construction in favor of or against either party.
The headings and captions are included for reference purposes only and do not
affect the interpretation of the provisions. This Agreement will be read with
all changes of gender and number required by the context. Wherever reference is
made in this Agreement to "weeks", "quarters", "periods", "months", or "years",
the reference will be read to refer to periods as defined to Xxxxxx'x fiscal
calendar, unless otherwise clear from the context.
15.7 Severability. If any provision of this Agreement is held to be invalid, the
validity of the remainder of this Agreement will not be affected, and the rights
and obligations of the parties will be construed and enforced as if this
Agreement did not contain the invalid provision. The provisions of this
Agreement are severable.
15.8 Waiver. Waiver by either party of any breach of this Agreement does not
constitute a waiver of any subsequent nonperformance or other breach of the same
or any other provision.
15.9 Conflicts. In the event of a conflict between this Agreement and any
schedules or exhibits to this Agreement, this Agreement will control. No xxxx of
lading may purport to incorporate any terms that are in addition to or
inconsistent with this Agreement, and, should a form of xxxx of lading having
preprinted terms be utilized, none of the preprinted terms of that xxxx will
have any contractual significance.
15.10 Entire Agreement. This Agreement, schedules and exhibits, constitutes the
entire agreement between the parties, and supersedes any other agreements
between them, relating to this subject matter. It does not in any way alter,
affect, or set forth the terms of any contractual relationship between the
relating to any subject matter other than as set forth in this Agreement.
15.11 Modification. This Agreement may not be modified or supplemented by any
agreement or representation that is not contained in this document or any
schedules or exhibit. Amendments to this Agreement must be in writing signed by
Ingram and Xxx.xxx.
Agreed as of the Effective Date:
"Ingram" "Xxx.xxx"
Xxxxxx Micro Inc. Xxx.xxx, Inc.
By: __________________________________ By: _________________________________
Name: ________________________________ Name: _______________________________
Title: _______________________________ Title:_______________________________
Page 8
EXHIBIT A
ORDER PROCESSING SERVICES
1. FACILITIES
1.1 Ingram will utilize the following Facilities to provide Services as of the
Effective Date of the Agreement:
[***]
1.2 Each Facility will regularly be open and in operation on the following days
and during the following hours:
Days Hours
[***] [***]
Excluding Holidays.
2. ORDER PROCESSING SERVICES
2.1 Ingram will accept and process Orders transmitted to Ingram by Xxx.xxx by
electronic communication. All such Orders will include the customer shipping
address, Order identification number, and any additional information mutually
agreed upon by the parties. Ingram will create a separate account number for all
Orders and invoicing to Xxx.xxx under this Agreement. This account will only
be used with the ESI vendor codes. Vendor codes assigned to [***] products
currently will be voided no later than 90 days after the Effective Date.
2.2 Ingram shall assist Xxx.xxx in tracking lost Shipments and/or short
Shipments by filing claims with the freight carriers, but only for those
shipments that Xxx.xxx chooses to ship under Xxxxxx'x freight account number(s)
for an additional Service Fee (See Exhibit C); provided that, Ingram shall in no
case be responsible for lost or damaged shipments once they have been delivered
to the freight carrier.
3. PRODUCT SOURCING AND RECEIVING
3.1 Xxx.xxx will provide Ingram with a list of the Products it intends to
purchase from ESI. The Product list shall include the replacement cost of
each SKU. Ingram shall review the Product list and assign Ingram SKU
numbers to the Product list, provided that both Ingram and Xxx.xxx mutually
agree upon the Products to be assigned SKU numbers. Ingram shall not be
required to warehouse Product that is already carried in Xxxxxx'x product
inventory; unless Ingram is not authorized to sell the Product to Xxx.xxx.
Xxx.xxx and Ingram will mutually agree on how the Product is to be
categorized at the time the SKU number is assigned.
3.2 Xxx.xxx will limit deliveries by small parcel carriers to Ingram to special
orders.
4. PRODUCT RETURNS
4.1 Xxx.xxx shall not return Products to Ingram, and Ingram shall not be
required to accept end-user and/or customer returns on their behalf.
4.2 All End-User Refusals shall be shipped to Xxx.xxx's returns facility (0000
Xxxxx Xxxx Xxxxxx, Xxxxx X, Xxxxx Xxx, Xxxxxxxxxx or other location as
designated by Xxx.xxx), unless the End-User Refusal is in resalable condition,
and ESI has consented, to return the Product to ESI's inventory (either in its
agreement with Ingram or otherwise). Xxx.xxx shall bear all costs incurred in
returning the End-User Refusal to Xxxxxx'x Facility and in returning it to
Buy,com's return facility.
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confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
4.3 Xxxxxx'x right to return Products shall survive the term and termination of
this Agreement. Should Ingram have an additional inventory balance due at the
termination of the Agreement, Xxx.xxx authorizes Ingram to ship Product to
Xxx.xxx's returns facility at 0000 Xx. Xxxx Xxxxxx, Xxxxx X, Xxxxx Xxx, XX
00000-0000 or other designated address, with freight-out being invoiced to
Xxx.xxx within 30 days of the termination of the Agreement.
5. REPORTS AND SYSTEMS SUPPORT
As set forth on Exhibit B.
6. BUSINESS MANAGERS
Xxxxxx Micro Contact/Business Manager
Xxxxx Xxxxx
Phone Number: (714) 566-1000 ext. 24972
0000 X. Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
email address: xxxxx.xxxxx@xxxxxxxxxxx.xxx
---------------------------
Xxx.xxx Contact/Business Manager
Xxxxx Xxxxx
Phone Number: (000) 000-0000
Xxx.xxx, Inc
00 Xxxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
email address: xxxxxx@xxx.xxx
Page 10
EXHIBIT B
REPORTS AND METRICS
Xxx.xxx and ESI require the following reporting and information. The pricing
for all reporting requested is included in Exhibit C.
Reports Generated for Xxx.xxx
-----------------------------------------------------------------------------------------------------------------------
Report Name Frequency e-Commerce Tool Notes
-----------------------------------------------------------------------------------------------------------------------
Price Daily FTP For new account number
Availability
Refusal
Backorder
Confirmation
-----------------------------------------------------------------------------------------------------------------------
Freight Report Weekly Customized Report Sent Via Email
Tool
-----------------------------------------------------------------------------------------------------------------------
Lost Shipment Report Weekly Customized Report Sent Via Email
Tool
-----------------------------------------------------------------------------------------------------------------------
Shrink Report Monthly Customized Report Sent Via Email
Tool
-----------------------------------------------------------------------------------------------------------------------
Non-Conformance of UPC Codes Report Monthly System Generated
-----------------------------------------------------------------------------------------------------------------------
Vendor POS Daily FTP First 90 days - customized, and
then utilizing FTP site
-----------------------------------------------------------------------------------------------------------------------
Reports Generated for Vendor (ESI)
-----------------------------------------------------------------------------------------------------------------------
Report Name Frequency e-Commerce Tool Notes
-----------------------------------------------------------------------------------------------------------------------
Buyer Sheets Weekly BBS Updated every Monday
-----------------------------------------------------------------------------------------------------------------------
Receiving Acknowledgement (EDI 861) Everytime a PO EDI VAN
Rec'd
-----------------------------------------------------------------------------------------------------------------------
Vendor POS Daily FTP First 90 days - customized, and
then utilizing FTP site
-----------------------------------------------------------------------------------------------------------------------
Balance On Hand Real-time Xxxxxx Micro's
Vendor Website
-----------------------------------------------------------------------------------------------------------------------
Shrink (Theft) Monthly Customized Report Sent Via Email
Tool
-----------------------------------------------------------------------------------------------------------------------
End-User Refusal Report Daily FTP Daily
-----------------------------------------------------------------------------------------------------------------------
Page 11
EXHIBIT C
PRICING
[***]
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confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
EXHIBIT D
CONVEYABLE STANDARDS
PICK MODULE BID SPECIFICATIONS
Repack orders - Defined as any item to be shipped that does not ship in its
original manufacturer container, has to be removed from a multi-casepack or
needs to be over-packed due to security or size of items.
Fullcase Orders/Shippable Containers - Defined as any order that can ship
as received with out any special handling.
Conveyable - Defined as any single box that fits within the cubic
dimensions and weight requirements outlined below.
Carton Size and Weights
-----------------------
Repack Orders use the following repack carton sizes/1/:
12 x 10 x 4 12 x 10 x 8 14 x 14 x 10
24 x 12 x 12 24 x 18 x 12 20 x 20 x 20
Weights 85# Maximum, 1/2# minimum
Fullcase Orders/Shippable Containers: have an unlimited number of carton
sizes.
For conveyable standards we use the following:
----------------------------------------------
Maximum 32L x 30W x 32H
Minimum 6L x 9W x 4H
Weights 85# Maximum, 1/2# minimum
_______________
/1/ Xxx.xxx will be responsible for any charges incurred by Xxxxxx for product
requiring repack that does not fit into the box sizes available as stated.
Page 13
EXHIBIT E
ASSUMPTIONS
In order to successfully structure and implement this program the following
business assumptions were identified:
. [***] SKU's initially, ramping up to [***] SKU's within three to four months,
not to exceed [***] SKU numbers
. Space Utilization - approximately [***] during the course of the Agreement.
Additional requirements will need to be stated on forecasting template and
approved by Xxxxxx Micro prior to shipment of Product.
. Estimated annual shipment volume of [***] in product value.
. [***] turns per year
. [***] dollar average price point
. [***] units per pallet
. Full case packs represent [***] of shipments
. Repack is estimated to be [***] of shipments
[***] of the pallets will contain units with the same SKU numbers; [***]
of the pallets will be mixed SKU numbers
. Delivery Points are restricted to the US only, excluding Puerto Rico, or
any other US territory.
. Product will be received in full pallets.
. Xxxxxx will not provide the following services:
-----------------------------------------------
. Serial number capture.
. Xx-xxxxxxx Services.
Xxxxxx Micro carries no risk of ownership and does not take title of Product at
any given point in time.
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confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
