1
EXHIBIT 10.17
Confidential Materials omitted and filed
separately with the Securities and Exchange Commission.
Asterisks denote omissions.
PURCHASE AGREEMENT
This Purchasing Agreement is made the 1st day of June, 1996 by and
between Applied Materials, Inc., a Delaware corporation having its primary place
of business in Santa Clara, CA (hereinafter called Purchaser) and MKS
Instruments, Inc., having its primary place of business in Andover, MA
(irhereinafter called Seller).
Whereas the parties wish to enter into a written agreement to establish
terms, delivery periods, and pricing for the purchase and sale of certain
products (identified in Attachment 1), and in consideration of the mutual
promises set forth in this Agreement Purchaser and Seller agree as follows:
I. PURPOSE
To fully satisfy the ultimate customer by entering into a long-term, mutually
beneficial business relationship for a competitive advantage through continuous
improvement processes.
II. MUTUAL UNDERSTANDING
1. Build a creative relationship with teams to manage design,
resource planning, and quality.
2. Manage the relationship, not transactions.
3. Commit totally to continuous Improvement.
4. Manage total cost for mutual profitability.
5. Recognize co-destiny in business decisions through a
long-term, productivity-based agreement.
6. Share forecasts.
7. Reduce cycles through stocking programs and production
control.
III. TERM OF THE AGREEMENT
The initial term of this Agreement is for six (6) years, effective June I, 1996,
with an option to extend for twelve (12) months at the Purchaser's discretion.
IV. SCOPE
Seller will supply and Purchaser will purchase products, at all locations, in
accordance with attached price list (Attachment 1). Products will be purchased
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
pursuant to this agreement via a Master Purchase Order Agreement (Attachment 7)
and delivered in accordance with Purchaser's Terms and Conditions (Attachment 3)
and all products will conform to applicable product specification. (Attachment
11, 12, 13), except for notations in Seller's response (Attachment 14). All
parties agree to the terms and conditions on Attachment 3. If there is a
conflict between the Terms and Conditions on Attachment 3 and this Agreement,
the Terms and conditions of this Agreement shall prevail.
V. PRICING
1. All base prices and price reductions as listed in the Contract Parts
Price List (Attachment 1) are firm through the first year of the agreement and
are established as the "benchmark" for all future price adjustments. Pricing
will be ************************* and,
******************************************************, will be adjusted to
reflect the change ************************************************************
*****. A copy of the past *********** is attached as part of this contract
(Attachment 2).
2. Seller agrees to supply Buyer written notice
**************************** ****** on any Item being obsoleted or unavailable
for purchase. Seller agrees to continue contract pricing the price at the time
of notification, for ******************.
VI. MOST FAVORED CUSTOMER
All of the prices, terms, warranties and benefits granted by Seller to Purchaser
herein are the same or better than the equivalent terms being offered by Seller
to any customer with like quality and quantity, but in no case will the prices
quoted Purchaser for sale be unlawfully discriminatory under any federal, state
or local laws.
VII. QUALITY/DELIVERY
Buyer agrees to furnish Seller with a monthly report showing Seller's quality
and delivery performance as it applies to the performance of this Agreement.
A. Tracking
1. Commencing June 1, 1996, Seller will implement a continuous
productivity program that will ultimately result in a
********************************** ***************************. The continuous
improvement program goals are attached
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
(Attachment 8). The productivity projects are jointly agreed on by both parties
and involve the following types of activities:
i. manufacturing process improvements
ii. the Seller's involvement in the design process to
assure manufacturability and serviceability
iii. target savings for the materials/design on new
development projects
iv. review of processes and equipment to ensure quality
and cost
V. drawing and configuration control provided by Seller
provided on a need to know basis. The Buyer respects
the Sellers proprietary documents and processes.
2. These performance measurements are expressed in the Supplier
Performance detail Report, which is generated on a weekly basis by Purchaser.
Purchaser agrees to forward the Supplier Performance Report to Seller on a
timely basis and agrees to work with the Seller on the removal of any mutually
agreed upon invalid Quality and Delivery statistics. Seller agrees to conform to
the quality clauses as specified in Attachment 3, Article 10, and meet or exceed
milestone goals as expressed in Article VII. Seller agrees to meet or exceed
these Performance Standards for each of the Purchaser's product divisions. PPMs
will be calculated based on Attachment 4.
B. Quality Clauses
1. Purchaser reserves the right to audit the manufacturing and/or
quality process to assure policies and procedures are being followed, with 24
hours notice to the Seller.
2. After acceptance as a qualified source,
******************************** ******** in ********** or design in the product
being delivered to Purchaser and further agrees
****************************************************************************
******************************************************************************
**********.
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
VIII. LEAD TIMES
Seller will provide a written plan to Purchaser outlining a measurable program
to reach lead times at Identified in Attachment 9.
IX. AGREEMENT ADMINISTRATION
Purchaser and Seller will meet at least once per quarter to mutually evaluate
the performance of each of the parties (Quarterly Business Reviews). Areas to be
addressed will include, but no be limited to, the following:
******************************
******************************
******************************
******************************
******************************
******************************
******************************
******************************
******************************
At each review, the performance of each participant will be quantified where
applicable. Goals to be achieved before the next review will be mutually
established.
In addition to the above Quarterly Business Reviews, monthly quality and
delivery meetings will be scheduled. These meetings will be at a location
mutually agreed upon and set up to discuss current quality and delivery Issues.
Purchaser will share PPM information with Seller and discuss progress towards
attaining mutual goals. Minutes and action items will be the responsibility of
the Purchaser and will be approved by the Seller and become part of the working
file and part of the review process for contract renewals.
X. FORECASTING
1. Purchaser will provide Seller with a weekly
**************************** forecast. Each forecast shall be deemed proprietary
for Seller's reference only. Production schedule information will be provided to
Seller on a quarterly basis listing production objectives. Buyer agrees to
target accuracy standards on a ************
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
************ provided to Seller.
XI. RESTOCKING FEES
Seller will accept up to **************************************************** if
not used and in original packaging for a
*****************************************. Buyer can return such unused product
to Seller if is less than or equal to ***********. Buyer will be responsible for
the freight when returning unused product back to Seller. Specials and products
unique (or unique in volume) to the Buyer will be negotiated on a situation
basis, based on the ability to reuse and/or resell product.
XII. CANCELLATION FEES
All cancellation will be in writing (fax) or by electronic mail. The following
cancellation tees will apply to "spot buy" purchases:
************************************** ********
************************************** ********
************************************** ********
************************************** ********
XIII. TERMS OF PAYMENT
Payment by Purchaser shall be net 30.
XIV. INVOICING
Bus Route Program: In accordance with Attachment 15.
Spot Buy Program: Seller shall submit an invoice reflecting Buyer pail number,
Purchase Order number, quantity ordered, shipped and back ordered (if
applicable), per product price and extended pricing.
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
XV. DESIGN CHANGES
Seller agrees for the duration of the
Agreement,*********************************
******************************************************************************
**************.
Buyer and Seller will mutually agree upon the time required to implement changes
which Buyer desires in the design, applicable drawings or specifications for any
product(s) covered by this Agreement, and upon the impact of such changes, if
any, on the terms and conditions applicable to the new product(s). In the event
Buyer's changes alter the pricing, delivery, lead time or other terms of this
Agreement, and agreement upon altered terms cannot be reached, the subject
product(s) may be removed from this Agreement without affecting the remaining
products.
XVI. SHIPPING TERMS
Price basis and all shipments will be *****************************************
*****************************************. Seller will use Buyers shipping
account for best rates (********************).
XVII. BUS ROUTE
This Purchase Agreement authorizes Seller to create and maintain inventory,
subject to this Agreement, for the Bus Route Program.
Releases against this Purchase Agreement shall be made as facsimile or EDI
transmission. They shall specify
**************************************************
****************************************. Buyer may release part number and
quantities required on an as-needed basis. The transmission will contain
******************** ********************. The first release of
**************************************** **********************. The parts will
be **************************************** ****************. The second release
of **************************************** ****************. These parts will
be picked up by Buyer *****************************
****************************************. The transmission can be used
******************** by the Seller.
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
Buyer shall provide Seller with an anticipated ****************************
requirement on a weekly basis. The forecasts are not binding, do not represent
firm orders, and are provided for reasonable planning purposes only.
Seller agrees to be able to meet a **** upward or downward variation quarterly
in Buyer's forecasted demand for items produced in the United States. This
quantity will be adjusted quarterly based on forecasted demand. Deliveries for
demand for bus route items variations exceeding **** on a quarterly basis shall
not be included in the calculation of late delivery PPM under this Agreement.
XVIII. PRICING AND STANDARDS OF PERFORMANCE
1. The Purchaser's commitment to purchase from Seller during the period
of performance is contingent upon the ****************************************
****************************************. Buyer retains the right
*********************
***********************************************************.
2. Seller agrees to maintain an inventory level of ********** of usage
based on the monthly forecast quantity at Seller's facilities.
3. Seller will be notified when product is rejected by Purchaser for
failure to conform to Purchaser's Quality Standards, and upon receipt of such
notice Seller will promptly
********************************************************************************
****************************************. Rejected product and a Discrepant
Material Report (Attachment 5) will be forwarded to the Seller. Charges for the
item(s) are to be based upon Purchaser and Seller agreement over cause of
defect.
XIX. LIMITS OF LIABILITY
Purchaser's maximum liability in the event of termination is limited to
********* ************************* for parts modified to Purchaser's
specifications based on the rolling forecast provided by Purchaser. Items which
are ************************** ****************************************, will be
Identified by the Seller and, if long lead time components are identified,
liability in excess of **********, the Buyer and Seller will negate the
liability.
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
XX. WARRANTY
Seller warrants that all Items delivered will be merchantable, will be free of
defects in materials, workmanship and title, and will conform to all applicable
specifications, drawings and descriptions set forth herein or furnished by
Purchaser for a period determined on Attachment 16 (Product Model Pricing).
Seller shall hold Purchaser harmless from any claim that any item supplied by
Seller infringes any patent, copyright or other intellectual property right of
any third party, except to the extent that such item was manufactured in
compliance with Buyer's detail design for specific structure.
XXI. PRODUCT DEVELOPMENT
In the event Seller and Purchaser jointly develop new products, any arrangement
may be covered under separate agreements apart from this Master Agreement, and
shall have no effect on this Agreement
XXII. GLOBAL PRICING
Seller agrees to extend the pricing negotiated in this contract, Attachments 1
and 2, multiplied by ******, to all of Applied Material's international
divisions and subsidiaries.
********************************************************************************
*********** at time of purchase.
XXIII. TESTING
Bi-annually Seller will provide Buyer with testing data and results of
************* tested under current Sematech standards. This data will be
submitted during the quarterly business reviews of the testing, preferably six
months from the effective date of the contract and, again, six months later.
Seller will conduct testing ********************* valves in accordance with
Attachment 17 and provide Buyer with complete testing data bi-annually.
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
XXIV. SAFETY
Seller agrees to protect its own and its subcontractor's work and be responsible
under all circumstances for their condition and to protect Purchaser's facility,
property, employees and the public from damage or injury. Seller agrees to abide
by and observe all standards of the Occupational Safety & Health Administration
which are applicable to the work being performed at Applied Material facilities
as well as all miss and regulations that may be issued by Purchaser from time to
time.
XXV. PUBLICITY
No release shall be made to the news media or to the general public relating to
the Agreement without the prior written approval of both parties. All parties
recognize that news releases made by either party shall recognize the
participation and contributions of the other party.
XXVI. CONFIDENTIALITY AGREEMENT
The technical data and information which has been or may be furnished to Seller
by Purchaser in connection with Seller's supply of products, or purchasing
services is the property of Purchaser and has been furnished solely to enable
Seller to render service to Purchaser in accordance with the Non-disclosure
Agreement (Attachment 6).
XXVII. FORCE MAJEURE
Neither party shall be liable for failure to perform any of its obligations
under this agreement during any period in which such party cannot perform due to
fire, flood, or any other natural disaster, war, embargo, riot, or the
intervention of any government authority, provided that the party so delay
immediately notified the other party of such delay. If Seller's performance is
delayed for these reasons **** ************************. Purchaser may terminate
this agreement and/or Purchaser Orders thereunder by giving Seller written
notice, which termination shall be effective upon receipt of such notice. If
Purchaser terminates, its sole liability under this agreement or any other
Purchase Orders issued thereunder will be to pay any balance due for conforming
product (1) delivered by Seller before receipt of Purchaser's termination
notice; and (2) ordered by Purchaser for delivery and actually delivered within
fifteen (15) days after receipt of Purchaser's termination notice.
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separately with the Securities and Exchange Commission.
Asterisks denote omissions.
XXVII. NOTICES
Notices, reports, and other communications made with respect to this agreement
will be given In writing, addressed to the parties at the following addresses or
such other addresses as may be designated in writing by either party to the
other. All notices required to be given will be effective when delivered by hand
or when deposited in the United States Mail, fax or EDI or carrier service.
Purchaser: Contract Specialist - CMM&E/Austin (Xxxxx Xxxxx)
Supplier Engineer - CMM&E/Austin (Xxxx Xxxx)
Seller: Applied Materials Account Manager - Xxxx XxXxxxxxxx
XXIX. AMENDMENTS AND WAIVERS
No terms or provisions of this agreement may be changed, waived, discharged, or
terminated orally but only by an instrument in writing signed by the party
against whom the enforcement of such change, waiver, discharge, or termination
is sought.
XXX. GOVERNING LAW
This Agreement shall be interpreted In accordance with and governed by the laws
of the **********, except as to its principles of conflicts of law. The parties
hereto irrevocably submit to the jurisdiction of the *********** in any action
brought by the parties hereto concerning this Agreement.
XXXI. UNIFORM COMMERCIAL CODE
Except to the extent that the provisions of this Agreement are clearly
inconsistent therewith, this Agreement shall be governed by the applicable
provisions of the Uniform Commercial Code of the ***********. To the extent that
this Agreement entails delivery or performance of services, such services shall
be deemed "goods" within the meaning of the Uniform Commercial Code, except when
to so deem such services as "goods" would result in an absurdity.
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Confidential Materials omitted and filed
separately with the Securities and Exchange Commission.
Asterisks denote omissions.
XXXII. DOCUMENTS INCORPORATED BY REFERENCE The following documents
are hereby incorporated by reference:
Attachment 1 List of Parts covered under contract/prices
Attachment 2 ****************************************
Attachment 3 Terms and Conditions
Attachment 4 PPM Calculations
Attachment 5 Discrepant Material Report
Attachment 6 Non-Disclosure Agreement
Attachment 7 Master Purchase Order
Attachment 8 Continuous Program Goals
Attachment 9 Product Model Pricing/Lead Times
Attachment 10 Quarterly Business Reviews
Attachment 11 **********
Attachment 12 **********
Attachment 13 **********
Attachment 14 MKS Response to Purchasing Specs
Attachment 15 *************************
XXXIII. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and supersedes all prior written
or oral and all contemporaneous oral agreement, understandings, negotiations
between Purchaser and Seller with respect to the subject matter hereof.
FOR APPLIED MATERIALS: FOR MKS INSTRUMENTS:
/s/Xxxxx Xxxxx /s/Xxx Xxxxxxxxxxxx
-------------------------- --------------------------
Contract Specialist Xxx Xxxxxxxxxxxx,
June 1, 1996 Director Customer Support
/s/Xxxx Xxxx /s/Xxxx XxXxxxxxxx
-------------------------- --------------------------
Xxxx Xxxx, Xxxx XxXxxxxxxx,
Supplier Quality Engineer Account Representative
June 1, 1996
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denote omissions.
Attachment 1 MKS INSTRUMENTS, INC. Contract Parts
Austin Scla Spot Current 1996 EST. ANNUAL 1996 1996
Amat P/N Mks P/N B/R B/R Buy Pricing Pricing Change Usage Ext.Cost Ext.Cost
---------------------------------------------------------------------------------------------------------------------------------
******** ******* * ****** ****** **** ** ******* ********
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******** ******* * ****** ****** **** ** ******* ********
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******** ******* * * ****** ****** **** ** ******* ********
******** ******* * * ****** ****** **** ** ******* ********
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******** ******* * ****** ****** **** ** ******* ********
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******** ******* * ****** ****** **** ** ******* ********
5/3/96
Prepared by X. Xxxxx
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with the Securities and Exchange Commission. Asterisks denote omissions.
Attachment 1 MKS INSTRUMENTS, INC. Contract Parts
Austin Scla Spot Current 1996 EST. ANNUAL 1996 1996
Amat P/N Mks P/N B/R B/R Buy Pricing Pricing Change Usage Ext.Cost Ext.Cost
--------------------------------------------------------------------------------------------------------------------------------
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
******** ******* * ****** ****** **** ** ******* ********
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******** ******* * * ****** ****** **** ** ******* ********
5/3/96
Prepared by X. Xxxxx
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with the Securities and Exchange Commission. Asterisks denote omissions.
Attachment 1 MKS INSTRUMENTS, INC. Contract Parts
Austin Scla Spot Current 1996 EST. ANNUAL 1996 1996
Amat P/N Mks P/N B/R B/R Buy Pricing Pricing Change Usage Ext.Cost Ext.Cost
--------------------------------------------------------------------------------------------------------------------------------
TOTALS ** ******* ********
********
5/3/96
Prepared by X. Xxxxx
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ATTACHMENT 2
MKS Purchasing Agreement
PO 517005
********************************
******** History
***** ******* ***********
***********
***** *****
***** *****
***** *****
***** *****
***** *****
*****
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ATTACHMENT 3
1. ACCEPTANCE - This agreement, together with the terms and conditions,
constitute the final, complete, exclusive and entire agreement between
Seller and Buyer with respect to the subject matter hereof. Any term or
condition in any order, confirmation or other document furnished by
Buyer which is in any way inconsistent with or in addition to this
agreement and the terms and conditions is hereby expressly rejected,
and Seller's acceptance of any offer or order of buyer is expressly
made in reliance on Buyer's assent to all terms and conditions hereof.
Seller's failure to object to any term or condition in any oral or
written communication from the Buyer, whether delivered before or after
the date hereof, shall not constitute an acceptance thereof or a waiver
of any term or condition hereof.
********************************************
*****************************************************.
2. INVOICES - Invoices shall contain the following information: purchase
order number, item number, description of goods, sizes, quantities,
unit prices, and extended totals in addition to any other information
specified elsewhere herein. Payment of invoices shall not constitute
acceptance of goods or services and shall be subject to adjustment for
errors, shortages, defects in the goods, or other failure of Seller to
meet the requirements of the Purchase Order. If any product is deemed
defective by Buyer, Buyer shall return such defective product to Seller
within ***** against the original P.O. number in accordance with
Seller's instructions, freight prepaid, with a description of such
defect. All *******************
*************************************************************** Partial
shipments must be invoiced separately.
3. CASH DISCOUNTS - Time in connection with any discount offered will be
calculated from
***********************************************************
**********************************************************. For the
purpose of earning the discount, payment is deemed to be made on the
date of ********************.
4. TAXES - Unless otherwise specified, the agreed prices include all
applicable federal, state, and local taxes. All such taxes shall be
stated separately on Seller's invoice.
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5. PRICES - Seller hereby agrees and represents that prices charged for
goods and services provided hereunder ********************
*********************************************************************
**********************************************.
6. ODC ELIMINATION - (a) In the event Seller's goods are manufactured with
or contain Class I ODCs as defined under Section 602 of the Federal
Clean Air Act (42 USC Section 7671a(a)) and implementing regulations,
or if Seller suspects that such a condition exists, Seller shall notify
Buyer prior to performing and work against this order. Buyer reserves
the right to terminate all orders for such goods without penalties. (b)
Buyer reserves the right to return any and all goods delivered which
are found to contain or have been manufactured with Class A ODCs. Buyer
reserves the right to terminate any outstanding orders for such goods
without penalties. Seller shall reimburse Buyer all monies paid to
Seller and all additional costs incurred by Buyer in purchasing and
returning such goods.
7. DELIVERY -
(a) Time is of the Essence. Failure to deliver to a mutually
acceptable delivery schedule shall constitute default.
(b) Buyer will pay only for maximum quantities ordered.
Overshipments will be held at Seller's risk and expense for a
reasonable time awaiting shipping instructions. Return
shipping charges for excess quantities will be at Seller's
expense.
(c) No partial delivery shall be made unless Buyer has given prior
consent.
(d) ***********************************************************.
8. PACKING AND SHIPMENT - Unless otherwise specified, when the price of
this order is based on the weight of the ordered goods, such price is
to cover net weight of goods ordered only, and no charges will be
allowed for boxing, crating, handling damage, carting, drayage,
storage, or other packing requirements. Unless otherwise specified, all
goods shall be packed, packaged, marked, and otherwise prepared for
shipment in a manner which is (i) in accordance with good commercial
practice, (ii) acceptable to common carriers for shipment at the lowest
rate for the particular goods and in accordance with I.C.C. regulations
and (iii) adequate to insure safe arrival of the goods at the named
destination.
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with the Securities and Exchange Commission. Asterisks denote omissions.
Seller shall xxxx all containers with necessary lifting, handling, and
shipping information and also purchase order numbers, date of shipment,
and the names of the consignee and consignor. An itemized packaging
sheet must accompany each shipment.
9. RESPONSIBILITY FOR GOODS - Seller shall *********************
**************************************. All shipment will be delivered
by Seller. Freight collect, or if prepaid, such freight will be billed
to the Buyer and Buyer will reimburse Seller for such freight. Unless
otherwise specified by Buyer, transportation will be by the most cost
effective method of transportation in keeping with any particular
delivery date.
10. QUALITY ASSURANCE - (a) All goods purchased hereunder shall be subject
to inspection and test by Buyer to the extent practicable at all times
and places, including the period of manufacture and in any event, prior
to final acceptance. If inspection or test is made by Buyer on Seller's
premises, Seller, without additional charge, shall provide all
reasonable facilities and assistance for the safety and convenience of
Buyer's inspectors. No preliminary inspection or test shall constitute
acceptance. Records of all inspection work shall be kept complete and
available to Buyer during the performance of this order and for such
further period as the Buyer may determine.
(b) In case any goods are defective in material or workmanship, or
otherwise not in conformity with the requirements of this order, Buyer
shall have the right either to reject, require correction, or accept
such goods with a mutually acceptable adjustment in price. Any goods
which have been rejected or required to be corrected shall be replaced
or corrected by and at the expense of the Seller promptly after notice.
If, after being requested by Buyer, the Seller fails to promptly
replace or correct any defective goods within the delivery schedule,
Buyer may
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(c) The Seller shall provide and maintain a quality assurance program
which is acceptable to Buyer.
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11. WARRANTY - (a) Seller warrants that all goods and services delivered
hereunder shall be free from defects in workmanship, material, and
manufacture; shall comply with the requirements of this contract,
including any drawings or specifications incorporated herein or samples
furnished by Seller, and, where design is Seller's responsibility,
shall be free from defects in design. Seller further warrants all goods
purchased hereunder shall be of merchantable quality and shall be fit
and suitable for the purpose intended by Buyer. The foregoing warrants
shall constitute conditions and are in addition to all other
warranties, whether expressed or implied, and shall survive any
delivery, inspection, acceptance, or payment by Buyer.
(b) If any goods or services delivered hereunder do not meet the
warranties specified herein or otherwise acceptable, Buyer may
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(c) Buyer's approval of Seller's material or design shall not relieve
Seller of the warranties set forth in this clause, nor shall waiver by
Buyer or any drawing or specification requirement for one or more of
the goods constitute a waiver of such requirements for the remaining
goods to be delivered hereunder unless so stated by Buyer in writing.
The provisions of this clause shall not limit or affect the rights of
Buyer under the clause entitled "QUALITY ASSURANCE".
12. CHANGES - Buyer may at anytime, by a written order and without notice
to sureties or assignees, suspend performance hereunder, increase or
decrease the order quantities, or make changes within the general scope
of this order in any one or more of the following:
(a) method of shipment or packing, and/or
(b) place and date of delivery
4
20
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.
(c) any requested changes in design or product specification will be
promptly considered by Seller and accommodation to such requests will
be at Seller discretion. If any such change causes an increase or
decease in the cost of or time required for performance of the Purchase
Order, an equitable adjustment shall be made in the Purchase Order
price or delivery schedule, or both, and the order shall be modified in
wiring accordingly. No claim by Seller for adjustment hereunder shall
be valid unless asserted within ************* from the date of receipt
by Seller of the notification of change, provided however, that such
period may be extended upon written approval of Buyer. However, nothing
in this clause shall excuse Seller from proceeding with the order as
changed or amended.
13. TERMINATION FOR DEFAULT - (a) Buyer may, by notice, termination this
Purchase Order in whole or in part (i) is Seller fails to deliver goods
or services on agreed delivery schedules; (ii) if Seller fails to
replace or correct defective goods or services; (iii) if Seller
materially fails to perform any other obligations or; (iv) if Seller
becomes insolvent.
(b) In the event of termination pursuant to this Section:
(i) Seller shall continue to supply any portion of this
Purchase Order not terminated.
(ii) At Buyer's request Seller will transfer title and
deliver to Buyer:
(1) any completed goods, (2) any partially completed
goods, and (3) all unique materials. Prices for
partially completed goods and unique materials so
accepted shall be negotiated. However, such prices
shall not exceed the Agreement price per item.
(c) Buyer's rights and remedies herein are in addition to any other
rights and remedies provided by law or in equity.
5
21
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.
15. PATENTS, ROYALTIES, AND ENCUMBRANCES - Seller will defend at its own
expense any action against Buyer to the extent it is based on a valid
claim of infringement of a United States patent, copyright or trademark
by Seller's products purchased hereunder and pay those damages or costs
finally awarded against Buyer in such action which are directly
attributable to such claim, provided Buyer notifies Seller promptly in
writing of any such action and prior related claims and gives Seller
sole control of the defense and any negotiations for settlement or
compromise. Should any Product become, or in Seller's opinion be likely
to become, the subject of a claim of infringement, Buyer shall permit
Seller, at Seller's option and expense, either (a) to procure for Buyer
the right to continue using such Products, (b) replace or modify the
same to become noninfringing, or (c) grant Buyer a credit less
depreciation for use, damage, and obsolescence and accept its return.
Said depreciation shall be an equal amount per year over the life of
the Products which is agreed for purposes of this clause to be five (5)
years from the date hereof. However, Seller shall have no liability to
Buyer under this clause or otherwise for any infringement, or claim
thereof based upon [(d) a portion of any Product nonmanufactured or
developed by or on behalf of Seller,] (e) the use of the Products in
combination with other products, equipment, devices, software, or data
not supplied by Seller, or (f) the combination, alteration, or
modification of any Product supplied hereunder if such claim would have
been avoided by the absence of such combination, alteration, or
modification.
16. PATENT LICENSE - Conditioned upon payment in full of the purchase price
for Products sold hereunder Seller, as part consideration for this
Purchase Order and without further cost to Buyer,*****************
****************************************************************
****************************************************************
****************************************************************
****************************************************************. In
addition, Buyer *********************************************
****************************************************************
****************************************************************.
6
22
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.
17. INSURANCE - Seller shall maintain (1) comprehensive general liability
insurance covering bodily injury, property contractual liability,
products liability and completed operations, (2) Worker's Compensation
and employer's liability insurance, and (3) auto insurance, in such
amounts as are necessary to insure against the risks of Seller's
operations. Upon request, Seller shall furnish to Buyer certificates
evidencing such coverage. Seller shall notify Buyer at least thirty
(30) days prior to the cancellation or change of any of the foregoing
policies.
18. TOOLS AND DOCUMENTS - Unless otherwise agreed in writing, special dies,
tools, patterns and drawings used in the manufacture of goods herein
ordered shall be furnished by and at the expense of the Seller.
19. ****************************************************************a
****************************************************************
*********************************************.
20. ASSIGNMENTS - No right or obligation under this order shall be assigned
by Seller without the prior written consent of Buyer, and any purported
assignment without such consent shall be void. Buyer may assign this
order at any time if such assignment is considered necessary by Buyer
in connection with a sale of Buyer's assets or a transfer of its
obligation.
21. GRATUITIES - Seller warrants that it has not offered or given and will
not offer or give to any employee, agent, or representative of Buyer
any gratuity. Any breach of this warranty shall be material breach of
each and every contract between Buyer and Seller.
22. NOTICE OF LABOR DISPUTES - Whenever an actual or potential labor
dispute is delaying or threatens to delay the timely performance of
this Purchase Order, Seller will immediately notify Buyer of such
dispute and furnish all relevant details.
23. INSOLVENCY - The insolvency or adjudication of bankruptcy, the filing
of a voluntary petition, or the making of an assignment for the benefit
of creditors, by either party, shall be a material breach hereof.
7
23
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.
24. COMPLIANCE WITH LAWS - Seller warrants that no law, rule, or ordinance
of the United States, a state, or any other government agency has been
violated in supplying the goods or services ordered herein.
25. WAIVER - In the event Buyer fails to insist on performance of any of
the terms and conditions, or fails to exercise any of its rights or
privileges hereunder, such failure shall not constitute a waiver of
such terms, conditions, rights, or privileges.
26. EQUAL EMPLOYMENT OPPORTUNITY - Seller represents and agrees that it is
in compliance with Executive Order 11246 and implementing regulations
unless exempted.
27. GOVERNMENT CONTRACTS - If this Purchase Order is issued in connection
with direct performance of a Government prime contract or subcontract,
then the flowdown Federal Acquisition Regulations clauses (and any
applicable agency supplements thereto) in effect on the date of this
Purchase Order are incorporated herein by reference. The contract
number of the prime contract or subcontract is listed on the fact of
this Purchase Order.
28. LIMITATION OF LIABILITY - SELLER SHALL NOT BE LIABLE TO BUYER HEREUNDER
FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES INCLUDING BUT NOT
LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF USE OF THE EQUIPMENT OR
ANY ASSOCIATED EQUIPMENT OR LOSS OF PRODUCT FROM BUYER'S OR OWNER'S
PLANT ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY OR
STRICT LIABILITY. AS USED HEREIN, INCIDENTAL OR INDIRECT DAMAGES SHALL
NOT MEAN INJURY TO PERSONS OR DAMAGE TO TANGIBLE PROPERTY, EXCEPT FOR
PATENT AND WARRANTY OBLIGATIONS, INJURY TO PERSONS, OR DAMAGE TO THIRD
PARTIES (AS USED HEREIN, BUYER SHALL NOT BE CONSIDERED A THIRD PARTY),
THE TOTAL LIABILITY OF THE SELLER TO BUYER HEREUNDER SHALL NOT EXCEED
******* *********************.
8
24
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.
29. MUTUAL INDEMNITY - Each Party shall defend, indemnify and hold harmless
the other from and against any and all claims, suits, losses, and
liabilities and the associated costs and expenses (including attorney's
fees), caused in whole or in party by the others breach of any term or
provision of this agreement, or any negligent, grossly negligent or
intentional acts, errors or omissions by such party, its employees,
officers, agents or representatives in the performance of this
Agreement.
30. APPLICABLE LAW - This Purchase Order shall be governed by, subject to,
and constructed in accordance with the laws of the ***************
excluding conflict of law rules.
31. FORCE MAJEURE - Neither party shall be liable for failure to perform
any of its obligations under this agreement during any period in which
such party cannot perform due to fire, flood, or any other natural
disaster, war, embargo, riot, or the intervention of any government
authority, provided that the party so delayed immediately notifies the
other party of such delay. If Seller's performance is delayed for these
reasons **** ********************************************* uyer may
terminate this agreement and/or any Purchase Orders hereunder by giving
Seller written notice, which termination shall be effective upon
receipt of such notice. If Buyer terminates, its sole liability under
this agreement or any other Purchase Orders issued hereunder will be to
pay any balance due for conforming Product (1) delivered by Seller
before receipt of Buyer's termination notice; and (2) ordered by Buyer
for delivery and actually delivered within fifteen (15) days after
receipt of Buyer's termination notice.
9
25
ATTACHMENT 4 Confidential Materials omitted and filed separately with
the Securities and Exchange Commission. Asterisks denote omissions.
SUPPLIER RATING SYSTEM
PPM CALCULATIONS
WHAT THE HECK IS PPM?
The number of parts rejected or delinquent out of every million parts produced.
QUALITY
No. of parts rejected 15
(incoming & floor)
Divided by
No. of parts received 147
---
x 1,000,000 0.1020408 x 1,000,000 = 102,041 PPM
DELIVERY
No. of parts rec. late 44
(1 or more days)
Divided by
No. of parts received 147
---
x 1,000,000 0.2993197 x 1,000,000 = 299,320 PPM
SUPPLIER RATING INDEX (SRI)
************************************
************************************
****************************************************************
**************************.
******************** *******************
******************** *******************
******************** *******************
******************** *******************
SUPPLIER QUALITY INDEX (SQI) SUPPLIER DELIVERY INDEX (SDI)
Supplier Quality Performance Supplier Delivery Performance
X. Xxxxx
5/5/96
1
26
ATTACHMENT 5
AMET
DISCREPANT MATERIAL REPORT (DMR)
(USE BLACK INK, PRESS HARD)
1. XXXX NO 2. PREV 3. DESCRIPTION
4. PRODUCT 5. MODEL 6. WORK ORDER, ACCOUNT, OR WAREHOUSE LOCATION 7. SERIAL NO.
8. ORIGINATOR OR PRINT ________ 9. EMPLOYEE NO. 10. DATE
11. RCA REQUIRED? 12. PAGE 13. ZONE 14. DEFECT CODE 15. QTY REACTED 16. TIME
YES NO
17. REQUIREMENTS
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
18. DISCREPANCY
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
19. WHEN FAILURE _________
20. DISPOSITION 21. 22. ____________ 23. HAND EXCHANGE?
REJECT
CODE AMET SUPPLIER YES NO
LINE AS IS 24. __________ 25. _____________ QTY 26. STOCK 27. STOCK
CHECK LOCATION
_________ 28. _____________ YES/NO
29. ________ LOT NO. 30. RTV ____
_____WORK IN HOUSE 31. ____ WORK TIME ____
QTY
32. SUPPLIER NAME 33. SUPPLIER NO.
34. FLOOR _____ (PRINT & _______) 35. EMPLOYEE NO. 36. DATE/TIME
39. COMMENTS:
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
40. CIRCLE ONE 41. ____ CODE 42. _______ X.X. 0 XXXX XX. 00. ________ QTY 43. REORDER P.O. ___
CONSIGN/DEBIT
SHIP VIA: (1) WILL CALL (2) COMMON (3) UPS (4) FED X (5) AIR (7) OTHER
SERVICE REQUIRED: (0) N/A (1) ONE DAY (2) OVER NIGHT (3) ECONOMY (4) OTHER
FREIGHT CHARGES: (1) PREPAY & XXXX (2) PREPAY & ALLOW (3) COLLECT (4) OTHER
FOB: (1) DESTINATION (2) SHIPPING POINT (3) FACTORY (4) OTHER
44. ___________ NAME DATE 45. _____ NO. 46. P.O. DUE DATE
47. _______ P.O. SHIP VIA CODE 48. ____ CODE 49. SHIPPING AUTHORIZATION NO.
50. ________ AUTHORIZATION COMMENTS:
51. COMMENTS:
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________
52. SYSTEM 53. DATE ENTERED 54. ENTERED BY: 55. ACCURATE _____ 56. AUDITOR DATE
YES NO
1
27
ATTACHMENT 6 Confidential Materials omitted and filed separately with the
NONDISCLOSURE AGREEMENT (BILATERAL) Securities and Exchange Commission. Asterisks denote omissions.
APPLIED MATERIALS, INC. ("Applied"), having its principal offices in Santa
Clara, CA and MKS Instruments, Inc. ("Participant") having its principal offices
in Andover, Massachusetts, wish to exchange certain proprietary information, the
party disclosing such information being referred to herein as "Discloser" and
the party receiving information being referred to as "Recipient." The parties
agree as follows:
I. IDENTIFICATION OF PROPRIETARY INFORMATION
A. Applied may disclose the following types of information: all
drawings, specifications, and other information relating to all parts under
Xxxxxx XX 517005/A/S
B. Participant may disclose the following types of information:
____________________________________________________________________
____________________________________________________________________
C. The information described in A. and B. above shall be deemed
"Proprietary Information" if:
(1) in the case of a written disclosure, Discloser affixes to
the document an appropriate legend, such as "Proprietary" or "Confidential", and
(2) in the case of an oral or visual disclosure, Discloser
makes a contemporaneous oral statement and delivers to Recipient a written
statement within thirty (3) days to the effect that such disclosure is
proprietary, confidential or the like.
D. "Proprietary Information" shall not include information which: (1)
becomes a matter of public knowledge through no fault of Recipient, (2) is
rightfully received by Recipient from a third party without restriction on
disclosure, (3) is independently developed by Recipient without the use of
Discloser's Proprietary Information, (4) is in the possession of Recipient prior
to its disclosure by Discloser, or (5) is disclosed pursuant to a valid order of
a court or authorized government agency provided that Recipient has given
Discloser an opportunity to defend, limit or protect such disclosure.
II. RESPONSIBILITIES OF RECIPIENT
A. Recipient agrees (1) not to disclose Proprietary Information to any
third party and (2) to protect the Proprietary Information with at least the
degree of care with which it protects its own proprietary information, but in no
case with less than a reasonable degree of care.
B. Within thirty (30) days of a written request by Discloser, Recipient
shall (1) destroy or return to Discloser all documents received from Discloser
which contain Proprietary Information, all documents it may have created which
reveal any Proprietary Information, and all copies of the foregoing (except for
one copy which may be kept by the legal department for archival purposes only),
and (2) deliver to Discloser a certificate stating that Recipient has complied
with such requests.
C. The Nondisclosure Agreement ("NDA") Coordinator for Applied shall be
Xxxxx Xxxxx.
D. The NDA Coordinator for Participant shall be Xxx Xxxxxxxxxxxx.
III. DISCLOSURE PERIOD AND CONFIDENTIALITY PERIOD
A. The period during which Discloser may disclose Proprietary
Information under this Agreement shall begin on the date of the first disclosure
of Proprietary Information (which may be prior to the date of this Agreement)
and shall end on 5/31/02 (if no date is specified, the period shall end three
(3) years from the date this Agreement was signed). Either party may terminate
the Agreement by giving the other party ten (10) days written notice.
B. The obligations set forth in Article II shall (1) termination five
(5) years from the initial date of disclosure of the particular item of
Proprietary Information and (2) survive the termination or expiration of this
Agreement.
IV. MISCELLANEOUS
A. Recipient shall not acquire intellectual property rights from
Discloser other than by a separate written agreement. The disclosure of
Proprietary Information by Discloser does not constitute a warranty that such
information does not infringe the rights of any third party.
B. This Agreement does not create any partnership, joint venture or
agency between the parties. This Agreement shall not prevent a party from
entering into a relationship with a third party, provided the first party does
not violate the terms of this Agreement.
C. Before exporting or reexporting any Proprietary Information, a party
must comply with all applicable regulations of the U.S. Department of Commerce
Office of Export Administration and/or other applicable agencies.
D. This Agreement is the complete and exclusive statement of the
understanding between the parties regarding the subject matter hereof and
supersedes all prior or contemporaneous communications. It may be amended only
by a writing signed by both parties.
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
E. This Agreement shall be interpreted and enforced according to the
laws of the *********** (exclusive conflict of law rules).
APPLIED MATERIALS, INC. MKS Instruments, Inc.
(Name of Participant Company)
By: /s/ X. Xxxxx 5/3/96 By: /s/ Xxx Xxxxxxxxxxxx 6/12/96
----------------- ------ ---------------------------- -------
(Signature) (Date) (Signature) (Date)
Xxxxx Xxxxx Contract Specialist Xxx Xxxxxxxxxxxx Vice President, Customer Support
-------------------- ------------------- --------------------- --------------------------------
(Printed Name) (Title) (Printed Name) (Title)
Applied Division or Product Group: GMME Please circle one: Customer Supplier Consultant
--------
28
Attachment 7 Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
APPLIED MATERIALS XXXX TO: ACCOUNTS PAYABLE MAILSTOP NO. 3200 PURCHASE ORDER
0000 X.X. XXXXXXX 000 XXXX
XXXXXX, XX 00000-0000
PHONE (000) 000-0000 FAX (000) 000-0000 NO. 517005
TO: MKS INSTRUMENTS, INC. SHIP TO: XXXXXX 0 XXXX. 0-X, 0000 XXXXXX XX., XXXXXX, XX 00000 Amendment:
0 Xxxxxxxx Xxxx SHIP TO ABOVE ADDRESS UNLESS OTHERWISE NOTED BELOW
Xxxxxxx, XX 00000 Date: 6/1/96
CONFIRMING: L. Berlinghleri By PL TERMS INSP. CODE RESALE NO. 3-00103-8201-5 SHIP VIA: FOB
CL Net 30 TAXABLE [ ] RESALE [ ] [ ] PPD [ ] COL [ ] Per Contract Terms Sellers Dock
ITEM QUANTITY UNIT AMI PART NO. RE DESCRIPTION DELIVERY ACCT. NO. UNIT PRICE EXTENDED
NO. V. SCHEDULE PRICE
Enter Document Text Here: This Master Purchase Order, No. 517005 (Fixed Price Spot Buys(, 517005A (Austin Bus
Route), 517005S (Santa Xxxxx Bus Route) is issued to MKS Instruments, Inc. for the
purchase of products described in the attached Purchase Agreement per the Terms &
Conditions attached.
Ship To: Applied Materials
0000 Xxxxxx Xxxx
Xxxxxx 0
Xxxxxx, Xxxxx 00000
or
Applied Materials, Xxxx. 00, 0000 Xxxxx Xxxx., Xxxxx Xxxxx, XX 00000
Estimated Contract Value... ********************
********************
********************
********************
NOTE: APPLIED MATERIALS WILL NOT BE LIABLE FOR GOODS, SERVICES, COSTS OR EXPENSES WHICH HAVE NOT BEEN
AUTHORIZED BY APPLIED MATERIALS PURCHASING PERSONNEL.
APPLIED MATERIALS
THIS ORDER CAN BE ACCEPTED ONLY UPON THE TERMS AND CONDITIONS SPECIFIED ON THE
FACE AND REVERSE SIDE HEREOF, INCLUDING SUCH SPECIFICATIONS, DRAWINGS OR OTHER
DOCUMENTS AS ARE INCORPORATED HEREIN BY REFERENCE OR ATTACHED
HERETO. READ THEM! By:___________________________
BUYER
1
29
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omission.
Attachment 8
MKS Improvement Plan
Delivery & Quality PPM Levels
*****************************************************************************
*****************************************************************************
*****************************************************************************
*****************************************************************************
*****************************************************************************
*****************************************************************************
*************************************************************.
Delivery Performance
1. MKS will track it's own on-time delivery performance and compare
to the Applied Materials performance reports. All late
deliveries will be******************
********************************** will be performed on this
data and any trends identified will be followed by a corrective
action.
2. ************************************************************
************************************************************
*****************************************************.
3. Although MKS has produced under **************************
************************************ we periodically have
****************************************************************
*******************************************. Currently MKS is
**************************************************************
****************************************************************
***************************************
******************************. This directly supports our
delivery and quality improvement effort.
4. ****************** will continue to be done on a regular basis
to ensure MKS adjusts required capacity to meet current and
projected loads.
Quality Performance
1. MKS will continue to
********************************************. Additional
emphasis will be placed on ********************** related to
Applied Materials demand.
2. MKS will continue to
************************************************ on these
processing procedures. These procedures will be included in our
***********************.
3. MKS will review the returns from Applied Materials
**********************. Any trends identified will be followed
******************.
1
30
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
4. The MKS
****************************************************************
will conduct a
********************************************************** input
from the **********************with a goal of quality
improvement.
5. MKS will incorporate its
**********************************************
***************************.
6. MKS *********************** will meet with Applied Materials
*********************** to review
***************************************.
The above information and action will be summarized and shown at the quarterly
meeting between Applied Materials and MKS Instruments. Other improvement
techniques will be explored and utilized relative to the performance data and
failure analysis.
2
31
Attachment 9
Confidential Materials omitted and filed separately
with the Securities and Exchange Commission.
1
32
Attachment 10
QUARTERLY BUSINESS REVIEWS
July 30, 1996
Quality PPM
Delivery PPM
Notes:
October 18, 1996
Quality PPM
Delivery PPM
Notes:
January, 1997
Quality PPM
Delivery PPM
Notes:
1
33
ATTACHMENT 11
No. 0250-09510
Date: 9/11/92
APPLIED MATERIALS SPECIFICATION, Rev: E1 ADG
COMMODITY Page 1 of 9
--------------------------------------------------------
APPROVALS
--------------------------------------------------------
CMMR Engr. Test Engr Mgr. Test Engr. M.E. Mgr. W.C. Mgr.
--------------------------------------------------------
****************************
Pages 1 through 9 contain
Confidential Materials which have been omitted
and filed separately with the Securities and Exchange Commission.
REV CHANGE DFTG APVD
DATE
---------------------------------------------------------------------
Information contained in this document if considered by Applied
Materials to be confidential and is not to be used in any manner
without the consent of Applied Materials
APPLIED MATERIALS
Used on Assembly 0000 Xxxxxx Xxx., Xxxxx Xxxxx, XX 00000
1
34
ATTACHMENT 12
No. 0250-09509
Date: 9/19/1994
APPLIED MATERIALS SPECIFICATION, Rev: PI
COMMODITY Page 1 of 9
-------------------------------------------------------------------------
APPROVALS:
-------------------------------------------------------------------------
CMMR Engr. Test Engr Mgr. Test Engr. M.E. Mgr. W.C. Mgr.
-------------------------------------------------------------------------
************************
Pages 1 through 9 contain
Confidential Materials which have been omitted
and filed separately with the Securities and Exchange Commission.
REV CHANGE DFTG APVD
DATE
--------------------------------------------------------------------
Information contained in this document if considered by Applied
Materials to be confidential and is not to be used in any manner
without the consent of Applied Materials
APPLIED MATERIALS
Used on Assembly 0000 Xxxxxx Xxx., Xxxxx Xxxxx, XX 00000
1
35
ATTACHMENT 13
No. 0250-10023
Date: 6/17/94
APPLIED MATERIALS SPECIFICATION, Rev: E1 ADG
COMMODITY Page 1 of 5
-----------------------------------------------------------------------
APPROVALS:
-----------------------------------------------------------------------
CMMR Engr. Test Engr Mgr. Test Engr. M.E. Mgr. W.C. Mgr.
-----------------------------------------------------------------------
*******************
Pages 1 through 5 contain
Confidential Materials which have been omitted
and filed separately with the Securities and Exchange Commission.
REV CHANGE DFTG APVD
DATE
----------------------------------------------------------------------------
Information contained in this document if considered by Applied
Materials to be confidential and is not to be used in any manner
without the consent of Applied Materials
APPLIED MATERIALS
Used on Assembly 0000 Xxxxxx Xxx., Xxxxx Xxxxx, XX 00000
1
36
ATTACHMENT 14
To be provided
1
37
ATTACHMENT 15 Confidential Materials omitted and filed separately
with the Securities and Exchange Commission.
Asterisks denote omissions.
Delivery Mechanics
TYPE 5 - Just-In-Time Bus Route Mechanics
A. This Agreement authorizes Seller to create and maintain inventory subject to
the terms of this Agreement, for the Bus Route Program in accordance to and
subject to Article 5 of the Master Purchase Order and Sales Agreement. Items to
be included in the Bus Route Program are found in Attachment 1 of the Master
Purchase Order and Sales Agreement.
B. Buyer will notify Seller of requirements **************************.
*************************************************************.
C. Seller will
**************************************************************************
*******************.
D. Seller shall have all items
*****************************************************
**************************.
E. If the
*******************************************************************************
*******************************.
F. For back ordered items, Seller will
*******************************************
********************************************************************************
********************************.
G. Seller will be paid *********************************************************
*******************************:
For ********************
*******************************************************************
1
38
Confidential Materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote omissions.
*******************************************************************
*******************************************************************
For ********************
*******************************************************************
*******************************************************************
*******************************************************************
H. Seller will maintain *************************************************
*******************************.
I. Buyer
will********************************************************************
********************************************************************************
******************************************************.
1. If discrepancies in pricing or quality are found,
*******************************************************.
2. If no discrepancies are found,
**************************************
******************************************.
J. Buyer shall make payment to Seller in accordance with the terms established
in this agreement.
2
