Exhibit 10.4
PARTS SUPPLY AGREEMENT
THIS PARTS SUPPLY AGREEMENT (the "Agreement") is made and
entered into on the 9th day of July, 1998, by and between GENERAC
CORPORATION, a Wisconsin corporation with its principal office and place of
business in Waukesha, Wisconsin ("Seller") and GENERAC PORTABLE PRODUCTS,
INC. (F/K/A GPPC, INC.), a Delaware corporation ("Buyer"). This Agreement
shall be binding as of the date written above but for purposes of computing
time periods and anniversary dates, the effective date shall be considered to
be July 9, 1998.
RECITALS
A. As a result of its purchase from Seller of Seller's
portable products division, Buyer is now engaged in the marketing, manufacture
and sale of welders, pressure washers, Consumer portable generators and other
similar portable equipment. For the purpose of this Agreement "Consumer Portable
Generators" are defined as: air-cooled generators of the type in production at
the portable products division at time of signing the Agreement.
B. Seller is engaged in the business of manufacturing its CCG
Stator Assemblies, 10 inch Rotors and 10 inch Stator Assemblies (the "Products")
which are used in connection with the Consumer Portable Generators and similar
portable equipment.
C. In connection with Buyer's purchase of Seller's portable
products division, Buyer desires that Seller manufacture the Products requested
by Buyer from time to time according to Seller's established specifications for
the Products (the "Specifications") and Seller has adequate facilities,
expertise and personnel to manufacture the Products.
D. Buyer desires to purchase the Products from Seller, and
Seller desires to manufacture and sell the Products to Buyer on the terms and
subject to the conditions set forth below.
AGREEMENTS
In consideration of the above recitals and the mutual
covenants and valuable consideration contained herein, the parties agree as
follows:
1. SUPPLY OF PRODUCTS.
(a) SALE AND PURCHASE OF PRODUCTS. Seller shall manufacture and sell to
Buyer and Buyer may purchase from Seller the Products during the term of this
Agreement pursuant to the terms and conditions set forth herein.
(b) RETAINED RIGHTS OF SELLER. Nothing in this Agreement will be
construed to prevent Seller from using the Products or from selling them to any
other purchaser, original equipment manufacturer or otherwise, and at any price
it elects. Seller retains the right to use and sell the Products to other
air-cooled generator applications, including, but not limited to, R.V.,
Industrial Mobile, Telecom, Home Stand-By or any other type of residential,
commercial or industrial application.
2. TERM OF AGREEMENT. Subject to the provisions for termination set
forth elsewhere in this Agreement, this Agreement shall commence on the date
first written above and continue for 3 years (the "Initial Term"). After
completion of the Initial Term, this Agreement shall automatically renew for a
one year period ("Renewal Term") unless either party gives written notice of its
intent to terminate this Agreement to the other party at least 6 months prior to
the expiration of the Initial Term. Notwithstanding the foregoing, in the event
of a sale of Seller's assets or Seller's stock as described in section 12 below
(whether during the Initial Term or any Renewal Term), upon the closing date of
such sale the remaining term of this Agreement shall be the remainder of the
Initial Term, subject to the one year renewal term as described in the second
sentence of this section.
3. PRODUCT ORDERS.
(a) PURCHASE ORDERS. Purchase orders will be issued by Buyer on the
first business day of each month specifying Buyer's requirements for the third
month following the month in which the purchase order is issued. In the event
Buyer desires to issue a purchase order for a quantity of Products 20% greater
than Buyer's average monthly orders for the previous twelve (12) months, Buyer
must provide Seller with written notice of such order no less than six months
prior to the start of shipment. All purchase orders for Products to be
manufactured and delivered shall be firm and may not be canceled or modified by
Buyer without the written permission of Seller; provided, however, that purchase
orders may be modified by Buyer to provide for a later delivery date (not in
excess of 60 days) upon notice to Seller at least 60 days prior to the requested
delivery date.
Purchase orders issued by the Buyer to the Seller shall specify the
Products being ordered in some minimum package quantity as specified by Seller,
the required delivery dates, and the address to which Seller's invoice shall be
sent. Any provision, term or condition set forth on Buyer's purchase order or on
any
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acknowledgment, invoice or other document or communication provided by Buyer
which is inconsistent with the terms of this Agreement, or is not addressed
herein, is void and of no effect.
(b) SELLER'S PURCHASE ORDER ACKNOWLEDGMENT. Seller's purchase order
acknowledgment shall reflect the Buyer's purchase order number. A separate
purchase order acknowledgment shall be rendered for each purchase order and
shall be transmitted by Seller to the address specified on the purchase order.
Each purchase order acknowledgment rendered by Seller shall separately identify
the Products by model number, quantities thereof, unit prices, and total amount
due for such Products. Applicable sales or use taxes shall also be reflected and
will be paid by Buyer.
(c) FORECASTS. Prior to the beginning of each calendar quarter, Buyer
shall provide seller with a rolling written forecast of its estimated
requirements for the Products in each of the next four (4) calendar quarters
(the "Quarterly Forecast"). Each Quarterly Forecast shall contain an update of
the immediately preceding Quarterly Forecast with respect to the quarters
referred to in such preceding Quarterly Forecast.
In addition to the Quarterly Forecasts, if Buyer intends to purchase in
any future four (4) calendar quarter period (the "Expansion Period") more than
120% of the number of Products actually purchased in the four (4) calendar
quarters just ended, Buyer shall provide Seller with Buyer's estimated
requirements for the Products in the Expansion Period a minimum of six months
prior to the start of the Expansion Period (the "Expansion Forecast").
Notwithstanding anything to the contrary in this Agreement, Seller
shall have no obligation during the applicable period to manufacture and sell to
Buyer any number of Products greater than the Quarterly Forecast or the
Expansion Forecast as applicable. Buyer shall use its best efforts to ensure
that firm orders under section 3(a) of this Agreement conform to the estimates
in the latest forecast.
4. PRICES AND PAYMENT TERMS.
(a) PRODUCT PRICES.
(i) Buyer shall pay Seller for the Products in accordance with this
Agreement. The price of Products will vary based upon the specifications, volume
and delivery requirements. Such prices are subject to modification from time to
time in accordance with the terms of this Agreement. The actual prices Buyer
will pay for the Products will be Seller's actual costs of production, plus a
gross margin of 20%. At least 30 days prior to each annual anniversary of this
Agreement, the parties shall
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negotiate in good faith to determine the price for Products for the upcoming
year based on the expected cost of raw materials, freight, insurance, direct
labor, appropriate indirect manufacturing operating expenses and overhead (the
"Costs of Production"), plus a gross margin of 20%. Any agreed upon change to
the price for the Products shall be applied to Products purchased during the
following twelve-month period.
The Costs of Production shall be determined by Seller in its sole
discretion. Buyer shall be entitled, at the time of each regularly scheduled
price renegotiation, to review (subject to the confidentiality provisions of
this Agreement) Seller's records that directly pertain to Seller's calculation
of the Costs of Production. If Buyer does not agree with Seller's calculation of
the Costs of Production, Buyer's sole remedy shall be to purchase Products from
another supplier. All prices for Products supplied under this Agreement are
F.O.B. Seller's plant of manufacture or procurement in Eagle, Whitewater or
Waukesha, Wisconsin, as the case may be.
(ii) Seller agrees to use commercially reasonable efforts to work with
the lowest cost suppliers of the materials and services used directly in
connection with manufacturing the Products in order to keep the Costs of
Production at reasonable levels. Seller agrees to investigate any potential
suppliers suggested by Buyer. Seller retains the right to reject suppliers that
do not provide materials and/or services, as applicable, of the quality and
performance level which, by Seller's sole determination, is at least at the same
level of quality and performance provided by Seller's existing suppliers of such
materials and/or services.
(b) PAYMENT TERMS. The terms of payment of Seller's invoices shall be
net 30 days from Seller's invoice date. If Buyer disputes any invoice in good
faith, in whole or in part, Buyer shall promptly notify the Seller in writing
and shall set forth the basis for such dispute. The parties will then use their
best efforts to resolve the dispute expeditiously. Any such dispute not resolved
within 30 days may be submitted to binding arbitration in accordance with
section 13 of this Agreement. Any invoice balance which remains unpaid after 30
days shall bear interest at the rate of 1.5% per month until paid.
(c) NON-RECURRING ENGINEERING CHARGE. Buyer agrees to pay Seller a
non-recurring engineering fee with respect to Seller's preparation for
manufacture of the Products exclusive to Buyer and for the acquisition of
certain tooling, equipment and fixtures in connection with the manufacturing of
such Products. Upon Buyer's request, Seller shall provide Buyer with the amount
of such fee, reasonable detail of the fee and the payment terms of such fee (the
"Engineering Proposal"). Buyer shall own
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title to certain tooling, equipment and fixtures detailed in the Engineering
Proposal and for which the payment of associated non-recurring engineering fees
has been received.
(d) SUSPENSION OR TERMINATION FOR FAILURE TO PAY INVOICES WHEN DUE. In
the event that Buyer fails to pay any invoice, other than amounts which are in
good faith dispute, when due, Seller may, at its option, immediately suspend its
performance under the Agreement five days after providing written notice to
Buyer of the overdue amount if such amounts are not paid within the five day
period. Seller shall be under no obligation to resume performance until all
overdue amounts, other than amounts in good faith dispute, are paid. Seller may,
at its option, immediately terminate this contract if Buyer fails to pay any
such amounts due which are not in good faith dispute within 15 days of the
written notice of the overdue amount.
5. TESTING, DELIVERY, USE AND SERVICE AND PARTS.
(a) SELLER TESTING. All Products shall be inspected and tested by
Seller for conformity to the Specifications prior to shipment to the Buyer.
(b) DELIVERY. All Products manufactured by Seller under this Agreement
shall be delivered F.O.B. Seller's plant of manufacture or procurement in Eagle,
Whitewater, or Waukesha, Wisconsin (as the case may be), and upon such delivery
to carrier, title and risk of loss shall pass to Buyer.
(c) RISK OF RESALE AND NO INDEPENDENT RIGHT TO RESELL. Risk of resale
of the Products shall be with the Buyer. Under no circumstances shall Seller
assume any liability whatever in the event that Buyer is unable to resell the
Products, and Buyer shall have no right to return the Products to Seller under
such circumstances. Buyer shall resell Products solely as components in its
welders, pressure washers, Consumer Portable Generators and other products
approved by Seller. Buyer shall not, and shall not have the right to, resell
Products independently of its welders, pressure washers, Consumer Portable
Generators or other products approved by Seller.
(d) APPROVAL OF APPLICATIONS. Seller shall have the right to approve
all applications and uses of the Products and Buyer shall request and receive
such approval in writing prior to any application or use of the Products not
already approved hereby. Seller hereby approves the application and use of the
Products as components in Buyer's existing product lines of welders, pressure
washers and Consumer Portable Generators to the extent the Products are used
therein as of the date hereof.
(e) SERVICE AND PARTS. Buyer may request Seller to provide services in
connection with the Products. The price for such services will be Seller's
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standard service costs as determined by Seller. Additionally, Buyer may request
service parts for the Products, and Seller may supply such service parts to the
extent available, in the quantities which Buyer may request and which Seller may
agree to sell, at the price(s) determined by Seller. The sale of Products or
services after the term of this Agreement will be separately negotiated by the
parties.
6. WARRANTIES.
(a) EXCLUSION OF WARRANTIES. Seller makes no warranty of any kind with
respect to:
(i) Repairs for Products necessitated by normal wear and tear, damage
in transit or accident, through abuse, misuse or negligence of Buyer or its
customers, or by failure of any of those persons to maintain or use the Products
in accordance with Seller's written instructions; or
(ii) Products that have been modified in any manner after shipment by
Seller.
SELLER MAKES NO WARRANTIES OR EXPRESSED OR IMPLIED, WITH RESPECT TO THE
PRODUCTS, INCLUDING THEIR DESIGN, QUALITY, PERFORMANCE, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE.
(b) LIMITATION OF REMEDIES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING ANY
LOST PROFITS OF BUYER, IN CONNECTION WITH SELLER'S BREACH OF THIS AGREEMENT IN
ANY WAY, INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF THE PRODUCTS TO MEET THE
SPECIFICATIONS OR SELLER'S FAILURE TO DELIVER THE PRODUCTS WHEN DUE OR AT ALL.
The parties acknowledge that the limitation of damages contained in
this paragraph is a separate item of their agreement. The parties acknowledge
their intent that this limitation of damages shall be severable from the limited
warranty and shall be enforceable even if the limitations in the limited
warranty are held to be unenforceable.
7. CONFIDENTIAL AND PROPRIETARY INFORMATION.
(a) OWNERSHIP OF INFORMATION. Buyer acknowledges that all
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information disclosed to it by Seller pursuant to this Agreement, including all
information pertaining to the design of and the manufacturing process for the
Products and all information pertaining to the conduct of Seller's business and
affairs, shall, at all times, both during and after the termination of this
Agreement, however occurring, remain the exclusive property of Seller and that
Buyer shall not acquire any proprietary interest in such information.
Seller acknowledges that all information disclosed to it by Buyer
pursuant to this Agreement, including all information pertaining to the conduct
of Buyer's business and affairs, shall, at all times, both during and after the
termination of this Agreement, however occurring, remain the exclusive property
of Buyer and that Seller shall not acquire any proprietary interest in such
information.
(b) ACCESS TO CONFIDENTIAL INFORMATION. Neither party shall, directly
or indirectly, disclose, or permit anyone to disclose, any Confidential
Information disclosed or made available by the other party, and shall carefully
guard and keep secret all such Confidential Information. Neither party shall, at
any time, allow anyone other than the other party hereto, or those authorized by
the other party, to have access to or use any Confidential Information disclosed
or made available by the other party. Each party shall use all reasonable
efforts to protect the proprietary nature of any and all Confidential
Information of the other.
Except as expressly provided otherwise in this Agreement, neither party
shall copy, modify, transcribe, store, sell, lease or otherwise transfer or
distribute any Confidential Information of the other in whole or in part without
prior authorization in writing from the other party. Both parties shall use the
Confidential Information only during the term of this Agreement and solely for
the purpose of carrying out the intent of this Agreement.
For purposes of this Agreement, the term "Confidential Information"
includes, without limitation, a party's techniques, processes, procedures,
operations and other proprietary information relating to research and
development, design, manufacturing, operations, marketing and finances. Upon
termination of this Agreement, however occurring, both parties shall surrender
to the other party all documents including, but not limited to, plans,
specifications, literature, samples, documents and other tangible things,
relating to Confidential Information disclosed or made available by the other
party and all supplies which are the property of the other party.
(c) LIABILITY FOR DISCLOSURE. Neither party shall be liable for
disclosure to others of Confidential Information disclosed or made available to
it by the
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other party if the information: (i) can be demonstrated by contemporaneous
written records to have been in the other party's possession or available to the
other party prior to the receipt of same from Buyer or Seller as the case may
be; (ii) can be demonstrated by clear and convincing evidence to have been
received from a third party having no obligation to hold the same in confidence;
(iii) can be demonstrated by clear and convincing evidence to have been
generally known or generally available to the public prior to the date of the
disclosure; (iv) becomes generally known or generally available to the public
through no act or failure to act on the part of either party or its affiliates;
or (v) is required by a valid order of a court of law to be disclosed.
If any Confidential Information of a party is required by law to be
disclosed by the other party hereto (as contemplated by section 7(c)(v)), the
disclosing party shall provide the nondisclosing party with prompt notice of
such disclosure and take such legally available steps as may be necessary to
resist or narrow such request and/or to procure a court order stipulating that
the Confidential Information required to be disclosed shall be used solely for
the purposes for which the court order was issued.
(d) NO GRANT OF LICENSE. No rights or obligations other than those
expressly stated shall be implied from this Agreement. In particular, no license
or other right is hereby granted, either express or implied, to one party by the
other party (i) with respect to the other party's Confidential Information or
(ii) under any patent, patent application, copyright, trademark, or other
proprietary right or intellectual property right now or hereafter controlled by
the other party.
(e) DESIGN INFORMATION. Buyer understands and agrees that the Products
may embody design and manufacture information including, but not limited to,
design or production concepts, methods, materials, structures, assemblies or
similar information which is proprietary to Seller (the "Design Information").
Buyer shall not reverse engineer or disassemble the Products and shall not use,
nor permit any third party to use, the Design Information for any purpose other
than those necessary to further the transactions contemplated by this Agreement.
Under no circumstances shall the Buyer have the right to use the Design
Information to design or manufacture any product, or assist any third party in
manufacturing any product, which competes with the Products.
(f) SPECIFIC PERFORMANCE. The Parties agree that breach of this section
7 by either party would cause irreparable damage to the other party and that
monetary damages alone would not provide the injured party with an adequate
remedy for such breach. Therefore, if any controversy arises concerning the
rights or obligations of either party under this section 7, such rights or
obligations may be specifically enforced by an injunction order issued by a
court of competent jurisdiction. Such remedy,
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however, shall be in addition to any other remedy to which the injured party may
be entitled.
8. INDEMNIFICATION.
(a) BREACH OF THIS AGREEMENT. Subject to the limitations set forth in
section 6(b) of this Agreement, each party agrees to indemnify and hold the
other party, its affiliates, shareholders, directors, officers, employees,
customers, successors and assigns harmless against all liabilities, claims,
costs, damages, losses and expenses, including reasonable legal fees and related
costs, which the indemnified party incurs by reason of the defaulting party's
failure to perform its obligations under this Agreement.
If a claim, demand or suit is presented or filed against the
nondefaulting party and indemnification by the nondefaulting party is sought
pursuant to this provision, the nondefaulting party shall give prompt notice to
the defaulting party and provide reasonable assistance to and cooperation with
the defaulting party, at the defaulting party's cost, in the settlement or
defense of the claim, demand or suit. The right of indemnification shall be
extinguished if the nondefaulting party fails to give notice of the claim,
demand or suit, or settles the same without the written consent of the
defaulting party.
(b) INDEMNIFICATION BY BUYER. Buyer agrees to indemnify and hold
harmless Seller, its officers, employees and agents, from and against all loss,
damages, liability and expense incurred by reason of any claims, actions, suits
or governmental investigations or proceedings including, but not limited to,
product liability claims, brought against or involving them or any of them,
which relate to or arise out of negligence or willful misconduct of Buyer with
respect to equipment manufactured and/or assembled by Buyer or the Buyer's
misuse or abuse of the Products.
(c) PRODUCT LIABILITY INSURANCE. During the term of this Agreement, and
for a period of three years thereafter, each party will at its own expense
purchase (if it has not already purchased) and maintain general product
liability insurance, naming the other party as an additional insured. The
coverage shall have limits of liability of no less than $5 million and shall be
placed with an insurance carrier having a Best's rating of no less than "A".
Each party shall provide a copy of the insurance policy to the other party upon
the other party's request.
9. TERMINATION.
(a) In addition to any other provision of this Agreement which grants a
right of termination, the following shall also constitute bases for termination:
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(i) A material default in the performance of an obligation under this
Agreement, provided such default continues for more than 60 days after written
notice is provided by the nondefaulting party.
(ii) If either party becomes the subject of a voluntary bankruptcy or
insolvency proceeding; if such proceeding is involuntary, then the right of
termination shall exist only if such proceeding has continued unstayed for a
period of 60 consecutive days after filing.
(b) Buyer also may terminate this Agreement at any time without cause
upon 90 days written notice to Seller.
(c) Upon the expiration or termination of this Agreement as set forth
above, Seller will complete Products on order at the date of termination, and
Buyer shall purchase such Products from Seller. Expiration or termination of
this Agreement for any reason shall not affect any liabilities or obligations of
either party which have accrued at the date of expiration or termination or
which by their nature survive expiration or termination (including, without
limitation, the obligations under sections 6, 7, 8, 9 and 13).
10. FORCE MAJEURE. Neither party (nor any successor to either party,
including, without limitation, the Purchasing Party (as defined in section 12))
to this Agreement shall be liable for delay or failure to perform under this
Agreement which results from any occurrence or event which could not have been
reasonably avoided including, without limitation, accident, action of the
elements, act of God, civil unrest, enemy action, epidemic, explosion, fire,
flood, insurrection, strike, lockout or other labor trouble or shortage, natural
catastrophe, riot, unavailability or shortage of material, equipment or
transportation, war, act, demand or requirement of law or of the Government of
the United States or any other competent governmental authority, or any other
similar cause beyond such party's control, if the party in default makes
reasonable efforts to remove or overcome the effects of such occurrence or
event. If a party believes that any one or more of the above occurrences or
events shall cause a delay or prevent its performance hereunder, it shall
promptly notify the other party in writing of such fact.
11. RELATIONSHIP OF THE PARTIES. The relationship established between
the parties by this Agreement during its term shall be solely that of vendor and
vendee. Under no circumstances shall the contractual relationship between the
parties be deemed or construed as one of agency, joint venture, employment or
otherwise. This Agreement does not give either party any right to act as a
representative or agent of the other party or any authority to incur or create
any obligation in the name of or on behalf of the other
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party.
12. ASSIGNMENT, SUCCESSORS AND ASSIGNS AND SALE OF SELLER'S BUSINESS.
Neither party may assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party; provided, however, Seller
or Buyer, as applicable, may assign, upon written notice to the other party and
without the other party's consent, this Agreement or its interest herein to any
affiliate or to any third party succeeding to its business. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of Buyer, Seller,
and their respective representatives, heirs, successors and assigns.
13. ARBITRATION OF DISPUTES. All disputes or claims arising out of,
resulting from or related to this Agreement shall be finally settled under the
Rules of the American Arbitration Association (the "Rules") by an arbitrator
appointed in accordance with the Rules. If the parties fail to so nominate a
sole arbitrator within 30 days from the date when the claimant's request for
arbitration has been communicated to the other party, the sole arbitrator shall
be appointed in accordance with the Rules. Any decision made by such an
arbitrator within the scope of his or her authority shall be binding upon the
parties. The cost for such arbitrator shall be borne equally between the
parties, but all other costs involved in the arbitration shall be borne
separately by the parties. Each party shall enter into an arbitration agreement
providing reasonable protection to the arbitrator. The place of arbitration
shall be in Milwaukee County, Wisconsin, USA. Judgment on any award rendered by
the arbitrator may be entered by any court of competent jurisdiction. The
parties irrevocably consent and submit to the jurisdiction of any local, state
or federal court in Milwaukee County, Wisconsin, USA.
14. NOTICES. Notices permitted or required to be given under this
Agreement shall be deemed sufficient if sent by mail or other delivery service,
facsimile, or, if promptly confirmed in writing, by telephone, addressed to the
parties as set forth below. Notices so given shall be effective upon (a) receipt
by the party to which notice is given or (b) on the fifth day following the date
such notice was posted or transmitted, whichever occurs first. Notices shall be
addressed as follows:
If to Seller: Generac Corporation
X.X. Xxx 0
Xxxxxxx 00 at Hillside Road
Waukesha, WI 53187
Attn: Chief Executive Officer
If to Buyer:
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Generac Portable Products, Inc.
(a/k/a GPPC, Inc.)
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxx Xxxxxxxxx
or to such other address as the parties may designate in writing.
15. ENTIRE AGREEMENT. This Agreement and the exhibits attached hereto
constitute the entire understanding between the parties with reference to the
subject matter hereof and no statements or agreements, oral or written made
prior to the signing of this Agreement shall vary or modify the written terms
hereof. No amendment or modification of this Agreement or release form any of
the provisions hereof shall be valid unless made in writing and signed by the
parties.
16. WAIVER. The failure of either party at any time to require
performance by the other party of any provision hereof will in no way affect the
right to require such performance at any time thereafter, nor will the waiver by
either party of a breach of any provision hereof constitute a waiver of any
succeeding breach of the same or any other provision, or constitute a waiver of
the provision itself.
17. SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable for any reason, the parties agree that such invalidity
or unenforceability shall not affect any other provision of this Agreement, the
remaining terms, covenants and provisions hereof shall remain in full force and
effect.
18. GOVERNING LAW. This Agreement and any disputes hereunder shall be
governed and construed in accordance with the internal laws of the state of
Wisconsin.
19. HEADINGS. The headings used in this Agreement are for convenience
and reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
20. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute one and the same instrument.
The parties intending to be bound hereby have caused this Agreement to
be signed by their duly authorized representatives on the day and year first
written above.
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GENERAC CORPORATION
BY /s/ Xxxxxx X. Xxxx
-------------------------------
Xxxxxx X. Xxxx
Chairman of the Board
GENERAC PORTABLE PRODUCTS, INC.
(F/K/A GPPC, INC.)
BY /s/ Xxxx X. Xxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxx
President
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SCHEDULE A
Parts Supply Agreement - Parts Sell Price Schedule
PART NUMBER PART DESCRIPTION SELL
----------- ---------------- ----
94009B Assy, Stator 16-Turn 132.00
97396 Assy, Stator 170 WLD 167.00
20684 Assy, Rotor 8Kw 2P10" 138.00
20685 Assy, Rtr 6.4Kw 2P10" 131.00
92381G Fan and Rotor Assy 106.00
20686 Assm, Statr 6.4Kw 3Ph 167.00
92382 Stator 10A Batt Chrg 139.00
94983 Stator 10A Batt Tric 138.00
98480 Stator Assy 8Kw 3Ph 185.00
