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March 15, 2000 EXHIBIT 10.14
Xxxxxxxxxxx Xxxxxx
Symbol Technologies, Inc.
0 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Dear Xxxxx:
Here are the terms we have discussed for the supply of CDPD modems in your
application.
1. Novatel Wireless Inc. ("Novatel") agrees to supply the Merlin
OEM CDPD modem, as well as Ricochet II, GPRS, GSM EDGE and CDMA
technologies to Symbol Technologies, Inc. ("Symbol").
2. This agreement shall run from July 1, 2000 through June 30, 2002.
3. Novatel agrees to supply the CDPD modems to Symbol at a unit
price not to exceed $139 US or at ***, whichever is lower. For
GPRS, Ricochet II, GSM EDGE and CDMA technologies, Symbol's
cost will be ***.
4. Symbol agrees to purchase a total of *** or *** from Novatel over the
*** of the agreement. If Symbol does not meet this commitment ***, and
does not integrate another CDPD modem solution, Symbol will not be
liable for any monetary penalty.
5. If Symbol chooses to utilize another CDPD modem vendor for reasons other
than under performance of Novatel's hardware, software or record in
meeting agreed delivery dates, Symbol will make payments equaling *** on
any outstanding forecast volumes.
6. The per unit price as set forth includes the communications board made
up of the 0.6-Watt CDPD radio modem, top and bottom shield covers of
metal-plated plastic, and a 50ohm RF connector for antennae connection.
7. Symbol shall provide a 12-month rolling forecast to Novatel
Wireless. The following changes to the quantity forecasts will
be allowed:
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TIME LINE STOCKING AGREEMENT
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8. All prices are FOB Novatel's facility in Carlsbad, CA. All prices
include normal packing for domestic shipment. All duty, insurance,
special packing costs and expenses, and all Federal, Provincial, State
and local excise, sales, use and other similar taxes are for Customer's
account and will appear as additional items on invoices.
9. Warranties shall be defined in Schedule "A".
*Certain information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.
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10. Novatel Wireless may, at its discretion, implement changes in
the Product, modify the drawings and its specifications, or
substitute a Product of more recent design; provided, however,
that any such changes, modifications or substitutions, under
normal and proper use shall not materially and adversely affect
functional performance, form or fit of the product. Novatel
Wireless agrees to use reasonable efforts to provide Customer
with 30 days written notice of such changes.
11. Neither party shall be liable for any loss or damage due to delays in
its delivery or performance, for its failure to manufacture, deliver or
perform, arising out of any cause beyond its reasonable control.
12. Customer shall not assign this Agreement or any of its rights or
obligations under this Agreement without the prior written consent of
Novatel Wireless.
13. This agreement represents the business intent of both parties,
and will be replaced by a formal agreement 30 days after
execution.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
NOVATEL WIRELESS INC. SYMBOL TECHNOLOGIES INC.
/s/ XXXXXX XXXXX /s/ XXX XXXXXXX
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Xxxxxx Xxxxx Xxx Xxxxxxx
President and CEO Vice President and General Manager
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SCHEDULE "A"
Warranties
1. Novatel Wireless warrants for a period of 1 year from delivery
at the FCA point that its Products are free from defects in
material and workmanship, conform to Novatel Wireless
specifications and that the software shall be free from errors
which materially affect performance. THESE WARRANTIES ARE
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIE3S, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRRANTEIS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOVATEL
WIRELESS SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND OR NATURE DUE
TO ANY CAUSE.
2. Novatel Wireless' obligations are limited to correction of such failure,
by implementation of the module swap warranty procedure whenever
practicable and are conditioned upon the Product having been maintained
in accordance with Novatel Wireless specifications and the Product not
having been modified by any party other than Novatel Wireless except as
expressly permitted in writing.
3. The foregoing warranties do not extend to (i) non-conformities,
defects or errors in the Product due to accident, abuse, misuse
or negligent use of the Product or use in other than a normal
and customary manner, environmental conditions not conforming
to Novatel Wireless' specifications, or failure to follow
prescribed operating maintenance procedures, (ii) defects,
errors or non-conformities in the Product due to modifications,
alterations, additions or Product changes not made or
authorized to be made by Novatel Wireless, (iii) normal wear
and tear, or (iv) damage caused by force of nature or act of
yany third party.
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