Exhibit 10.18
STOCKING DISTRIBUTOR AGREEMENT:
GLENAYRE WESTERN MULTIPLEX, CORP.
And
Xxxxxx Communications (Xxxxxx)
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This agreement is made on May 27, 1998, to be considered the effective date,
between Glenayre Western Multiplex, Corp. (hereinafter called the Supplier),
having its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
00000-0000 and Xxxxxx, a Value Added Distributor (hereinafter called the
Distributor) having its principal place of business at 0000 Xxxxxxxxx Xxx.,
Xxxxx 000, Xxxxxx, XX 00000
I. Scope
Supplier appoints and Distributor accepts appointment as a non-exclusive
distributor of Supplier's products or services (hereinafter called
equipment) for the purposes of purchasing and selling the equipment.
II. Term
The term of this agreement is one year from the effective date of the
agreement and is renewable for successive one year terms by mutual
agreement of Supplier and Distributor.
III. Distributor Obligations
A. To maintain a sales organization and to solicit and actively promote
the sale of the Supplier's equipment.
B. To keep the Supplier advised of sales opportunities, activities and
problems that may require support from the Supplier.
C. To provide Supplier with Point-of Sales and inventory reports on a
monthly basis.
D. Act as the back-up for Technical Support.
IV. Supplier Obligations
A. To provide Distributor with sales aids, technical assistance, sales
and technical support. (To be the first point of contract on technical
issues and provide four complete sets of technical documentation).
B. To provide training and equipment instructions to Distributor's sales
force and customers as deemed reasonable for the effective sale of the
equipment and to maintain the integrity of the Distributor's
marketplace.
C. To make every reasonable effort to fill firm orders on the specified
delivery dates and provide notification immediately of the anticipated
ship date upon realization that scheduled ship dates cannot be met.
D. To provide Supplier's catalogs, literature, technical references,
other collateral and promotional materials (via hard copy or
electronically if possible) in quantities deemed reasonable by both
the Supplier and the Distributor free of charge for the purpose of
marketing and supporting the sale of the Supplier's products.
Distributor Agreement 2
E. To assist the Distributor with available documentation necessary for
regulations, tariffs, taxes or other regulatory or legal matters.
F. To disburse full crediting to Supplier's sales force as indicated by
Point of Sales information provided by the Distributor each month.
G. To provide corporate representation as the Distributor interface and
principal point of contact.
H. To provide corporate contact information including a sales
organizational chart (include territories and phone numbers), contacts
and phone numbers for support of proposal efforts, technical assistance
and general sales needs.
I. To provide pricing and product information to the Contract
Administrator.
V. Pricing
A. Distributor pricing for Supplier products and services will be set and
distributed in a format determined by the Distributor.
B. All unit prices shall apply to stock and/or drop ship orders regardless
of the quantity on the purchase order.
C. Supplier will support strategic positioning on a per situation basis
with firm pricing for Distributor encompassing a customer's need,
including time-frame, based on the potential volume and merit of the
opportunity.
D. All unit pricing for Glenayre Distributors is established as equal. No
distributor will be offered lower pricing than any other distributor.
VI. Price Changes/Price Protection
A. In the event Supplier reduces Distributor's price of any product, the
Supplier will provide Distributor full credit for the difference between
the purchased price and the new reduced price, provided:
1. Distributor has product in inventory, or has an open Purchase Order
for product that has not been shipped.
2. Distributor was shipped the inventoried product within 90 days prior
to the date of price reduction notification.
VII. Stocking Requirements
In the event a new product or service is introduced by the Supplier and an
initial stocking order is required, stocking of the new product will be at
the discretion of the Distributor. If the Distributor elects to purchase
the initial stocking order all sections of this agreement will apply to the
new product as if it had been a part of the original agreement.
Distributor Agreement 3
VIII. Discontinued/Additions and Maintenance Products of Services
A. Supplier will give Distributor 180 days written notice of any
manufacturer discontinued (MD) or additions and maintenance (A&M)
products or services.
B. Product Change Notices will be provided in writing to the Distributor
90 days in advance of the effective date.
IX. Cancellation/Rescheduling
The Distributor may cancel an order or reschedule shipments within 15
calendar days before a scheduled ship date without penalty. Orders
cancelled within 15 calendar days of the scheduled ship date are subject
to a 10% restocking charge.
X. Returns
A. Distributor may return, without penalty inventory valued up to 15% of
the previous 12 months purchases in any contract year, provided that:
1. The materials were purchased during the preceding 12 months
2. The materials are new and in the original packing material
3. This value will be calculated on a cumulative rolling 12 month
basis.
B. The option to return may be exercised once each calendar quarter at
the discretion of the Distributor:
C. All Materials returned will be with the prior approval of the Supplier
and according to return instructions from the Supplier for each return
provided that:
1. Return instructions are received within 30 calendar days of the
request.
2. Suppler will accept returns up to 60 days from the request.
D. All returned equipment will be shipped FOB freight prepaid by the
Distributor.
E. Returns will be for credit.
F. Distributor may, at its option and regardless of returns covered under
"A" above, return Supplier manufactured materials for a maximum
restocking fee of 15% for standard products, provided that:
1. The Materials were purchased during the preceding 12 months.
2. The Materials are new and in the original packaging.
XI. Ordering
A. Following the initial stocking order the Supplier does not require a
minimum order value or quantity.
B. The Supplier will accept order from the Distributor for stock and/or
drop shipment.
C. Orders will be shipped at the Distributor's confirmed shipment
schedule to the specified warehouse as directed by the Distributor at
the time of order.
D.Early or late shipment will be made only when the new dates have been
agreed upon in writing by both parties.
Distributor Agreement 4
XII. Terms of Shipment
A. All prices are FOB shipping point.
B. distributor will specify freight carrier and Supplier will ship on a
collect basis for shipments over 100 pounds. The Distributor will
include such instructions on all submitted purchase orders.
C. On shipments of 100 pounds or less the Supplier will ship via UPS on a
prepaid and xxxx basis.
D. In the event of loss, miss-delivery, or damage during shipment to the
Distributor the Supplier will assist with the carrier in setting any
claims and/or will assist the Distributor in negotiating with the
carrier in reaching a suitable settlement.
XIII. Payment Terms
Payment in full for each item of equipment shall be due and payable net
30 days from the date of invoice.
XIV. Relationship Between Parties
The relationship between the Supplier and the Distributor is that of
vendor and purchaser. This agreement does not establish a joint venture,
agency, partnership, franchise, or employer/employee relationship between
parties.
XV. Confidentiality
During the term of this agreement and at all times thereafter, both
parties shall regard and preserve as confidential all proprietary
documents and information furnished by the other party. Both parties agree
that they shall take reasonable precautions to ensure that employees do
not communicate or give in any way, oral or written, to any third party
any proprietary information furnished by the other party. If ownership of
either party should change, no proprietary information shall be assigned
to a third party without prior written consent from the other party. In
order for information to be deemed confidential either party must identify
it as such in writing at the time of disclosure.
XVI. Captions and Paragraph
Captions and paragraph headings used herein are used for convenience only
and are not part of this Agreement and shall not be used in construing it.
XVII. Warranty of Non-Infringement and Indemnification
This Supplier hereby represents and warrants that the products or services
supplied to the Distributor by the Supplier do not infringe any patent,
copyright, trademark, trade secret or any other intellectual property
rights of any third party. The Supplier will hold
Distributor Agreement 5
harmless, including the payment of Distributor's attorney's fees, in
connection with any claim by a third party that the products or services
which the Supplier provides to the Distributor infringe or any patent,
copyright, trademark, trade secret or any other intellectual property
rights.
XVIII. Governing Law
Any disputes or settlements involving this agreement shall be governed by
the laws of the State of California, USA.
XIX. Notices
Any notices or other correspondence regarding this agreement shall be
sent to:
Distributor S upplier
Xxxxxx, Inc. Glenayre Western Multiplex, Inc.
Attn: Xx. Xxx Xxxxxxxxx Attn: Mr. Xxxx Xxxxxx
0000 Xxxxxxxxx Xxx. Xxx. 0000 0000 Xxxxxxxx Xxx.
Xxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Xxxxxx Communications Glenayre Western Multiplex, Inc.
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Distributor Supplier
/s/ Xxx Xxxxxxxxx /s/ Xxxxx X. Xxxxxx
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Signature Signature
Xxx Xxxxxxxxx, CEO Xxxxx. X. Xxxxxx
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Printed Name and Title Printed Name and Title
6/1/98 6/1/98
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Date Signed Date Signed
