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EXHIBIT 10.8
GENERAL PURCHASE AGREEMENT (GPA)
between
ONLINE POWER SUPPLY, INC., a company incorporated in the
State of Nevada and having its registered office at 0000
Xxxxx Xxxxx Xxxxxx, Xxxxx #000, Xxxxxxxxx, Xxxxxxxx 00000,
hereinafter called "SELLER"
and
ERICSSON WIRELESS COMMUNICATIONS INC., a company
incorporated in the State of Delaware and having its
registered office at 0000 Xxxx Xxxxxxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000, hereinafter called "ERICSSON"
Seller and Ericsson, hereinafter also referred to s the
"Party" or collectively the "Parties" have entered into this
General Purchase Agreement (GPA) on the place and date set
forth below.
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TABLE OF CONTENTS
-----------------
PREAMBLE 3
1 DEFINITIONS 3
2 SCOPE OF AGREEMENT 4
3 ORDERING PROCEDURES 4
4 PRICES AND TERMS OF PAYMENT 5
5 TERMS OF DELIVERY 5
6 PACKING AND LABELLING 5
7 QUALITY 5
8 ACCEPTANCE 6
9 WARRANTY, SERVICING AND RMA PROCESS 6
10 DELAYS 7
11 PRODUCT LIABILITY 7
12 CONTINUITY OF SUPPLY 7
13 RESERVED 8
14 INFRINGEMENT 8
15 DOCUMENTATION AND TOOLS 9
16 EXPORT AND IMPORT 9
17 CONFIDENTIALITY, PRESS RELEASE,
PROMOTIONAL MATERIALS 9
18 FORCE MAJEURE 10
19 TERMINATION 10
20 ASSIGNMENT 10
21 DISPUTES AND GOVERNING LAW 11
22 INSURANCE 12
23 GENERAL PROVISIONS 14
24 CONTACT PERSONS, NOTICES 15
25 TERM OF AGREEMENT 16
NOTE: Table of Contents pagination corresponds to the
original document and may not be the same as the Edgarized
document.
Appendices and Exhibits which include pricing information not filed.
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PREAMBLE
Whereas, Ericsson develops, produces sells and provides telecommunication
systems, products and services; and
Whereas, Seller sells, distributes and markets the Goods specified in this
Agreement
Whereas, Ericsson wishes to purchase the goods specified in this Agreement.
Whereas, Seller is willing to sell the goods to Ericsson.
NOW, therefore, in consideration of the mutual promises and covenants contained
herein the Seller and Ericsson agree as follows.
1. DEFINITIONS
For the purpose of this Agreement the following terms shall have the
meaning hereby assigned to them unless the context would obviously require
otherwise.
"AGREEMENT", means the General Purchase Agreement.
"ERICSSON", means the Ericsson Company party to the Agreement and/or any
Ericsson Company which has issued an Order under this Agreement and the
relevant SPA;
"ERICSSON COMPANY", means any company whose votes and/or capital are to
fifty per cent (50%) or more controlled directly or indirectly by
Telefonaktiebolaget LM Ericsson;
"ERICSSON DOCUMENTATION", means any drawings, technical documents, software
programs or other documents in whatever medium or format submitted to the
Seller by Ericsson or any documents related to any Ericsson Tools;
"ERICSSON TOOLS", means any tool, model, fixture, measuring instrument,
equipment or equivalents, made available by Ericsson, or purchased or
produced by Seller at Ericsson's expense;
"GOODS", means any components, equipment, parts or other merchandise
purchased under this Agreement;
"LEAD TIME", means a mutually agreed period of time immediately preceding
the delivery date;
"ORDER", means a binding agreement between the Parties, concluded in
accordance with Article 3 below;
"PARTY(-IES)", means Ericsson and/or the Seller;
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"RULES", means the Expedited Procedures of the commercial Arbitration rules
of the American Arbitration Association (AAA).
"SELLER", means a Seller company which has acknowledged an Order under this
Agreement and the relevant SPA;
"SELLER COMPANY", means the executing seller company to this Agreement or
any company whose votes are to more than fifty per cent (50%) controlled
directly or indirectly by such seller company;
"SPECIFICATION", means the mutually agreed specification of the goods; and
Other capitalised expressions used in this Agreement shall have the meanings
respectively assigned to them.
2 SCOPE OF AGREEMENT
2.1 This Agreement comprises the general terms and conditions under which any
Ericsson company may purchase Goods from any Seller company.
2.2 The SPA comprises the specific terms and conditions mutually agreed between
the Parties regarding the purchase of Goods. Unless otherwise stated in the
SPA, the quantities listed in the SPA are estimates and do not constitute a
commitment by Ericsson.
2.3 Any Ericsson Company may conclude SPAs with any Seller Company on terms and
conditions mutually agreed upon. All Ericsson Companies that are entitled
to place orders under a SPA shall be listed in the same. All Seller
Companies that are willing to accept orders under a SPA shall be listed in
the same.
2.4 This Agreement shall supersede all previous agreements between the Parties
relating to the subject matter hereof and may only be amended through a
written document, duly signed by the Parties.
3 ORDERING PROCEDURES
3.1 An Order between the Seller and Ericsson shall be considered concluded when
the Seller has received a purchase order, provided that the purchase order
is in accordance with the terms and conditions of this Agreement and the
applicable SPA. If the purchase order is not in accordance with the terms
and conditions of this Agreement or the applicable SPA, an Order shall be
considered concluded when the Seller has acknowledged and agreed to fulfil
such a purchase order.
3.2 Ericsson may issue purchase orders in writing, by telefax or, if
applicable, by means of EDI.
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3.3 An Order shall consist of the following documents and shall prevail in the
order listed below:
a) the purchase order, excluding Ericsson's General Purchasing
Conditions, if such have been enclosed with the purchase order
b) this General Purchase Agreement, and
c) the SPA
4 PRICES AND TERMS OF PAYMENT
4.1 Prices are set out in the SPA. Unless otherwise agreed in the SPA, such
prices are firm and fixed and shall include the cost of packing and
packages.
4.2 Invoices shall refer to the purchase order number and Ericsson's product
numbers of the Goods.
4.3 Unless otherwise set out in the S PA, Invoices shall be paid within
FORTH-FIVE (45) DAYS from the date of invoice or from the delivery date,
whichever comes later. In the event that Seller does not, on average,
receive payment for properly tendered invoices within this forty-five (45)
day period, Seller will notify Ericsson in writing and Ericsson will use
commercially reasonable efforts to determine and resolve any issues which
are preventing payment to terms.
5. TERMS OF DELIVERY
5.1 The Seller understands and acknowledges that proper delivery at the agreed
upon times, are important to Ericsson. Unless otherwise set out in this
Agreement or the SPA, the goods shall be delivered on the date(s) set out
in the Order. Prior to the commencement of the agreed upon Lead time
specified in the Spa, Ericsson may free of charge cancel or change such an
Order, in whole or in part.
5.2 The terms of delivery shall be interpreted in accordance with INCOTERMS
2000. Unless otherwise agreed in the SPA, the terms of delivery shall be
FCA, Seller's place of business.
5.3 When shipping with in the United States, the Seller shall be responsible
for and pay any and all taxes, dues and levies imposed before the Goods are
delivered to Ericsson.
6. PACKING AND LABELLING
6.1 The Goods shall be packed and marked in accordance with Ericsson's
instructions. The purchase order number and Ericsson's product numbers
shall be set out in the shipping documents.
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6.2 The Seller shall introduce and maintain a system of bar code labelling.
7. QUALITY
7.1 Seller undertakes to comply with the applicable requirements in the ISO
9000 quality system standards and ISO 14001 environmental system standards,
or such equivalent standards as are specified by Seller and agreed with
Ericsson.
If Seller does not comply to the ISO 14001 or equivalent environmental
standards, Seller shall on or before the execution of this Agreement
provide Ericsson with a plan for implementation of the said standard.
7.2 Upon reasonable notice to the Seller, Ericsson shall be entitled, at no
charge by the Seller, to inspect the Seller's premises during normal
business hours with respect to the verification of processes and quality
systems, quality control of Goods and carrying out sampling and conducting
other necessary investigations of quality and delivery performance. The
Seller shall use this best endeavours to provide for a similar inspection
by Ericsson on the premises of the Seller's subcontractors. In the event
that such an inspection does not meet with Ericsson's quality demands, the
Seller shall, without delay or cost to Ericsson, take the appropriate
remedial measures in order to achieve the necessary quality level.
7.3 The seller shall issue all documents reasonably requested by Ericsson, in a
format specified by Ericsson, regarding the quality of the Goods.
8 ACCEPTANCE
8.1 The technical performance and specifications of the Goods shall be set out
in the Specification.
8.2 The Goods shall meet all requirements imposed by the law (whether
statutory, regulatory or otherwise) of any governmental entity, having
jurisdiction over the production, transport and/or sale of the Goods. The
Goods shall also meet the technical standards and the environmental and
special market requirements, as set out in the Specification. The Seller
shall upon request furnish documentation for delivered Goods stating that
the Goods conform to all requirements mentioned in the Specification.
8.3 If Ericsson deems delivered Goods to be defective with respect to the
requirements set out in the Specification an can provide documentation to
that effect and gain concurrence from Seller, Ericsson may reject the Goods
and cancel the Order concerned or part thereof. In such case the provisions
set forth in Article 9 of this GPA shall apply.
8.4 If Ericsson deems delivered Goods to be defective with respect to the
requirements set out in the Specification, and the Seller is able to
validate the defective condition, then the provision set forth in Article 9
of this GPA shall apply.
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8.5 Goods returned under this Article 8 will e delivered to the Seller at the
Seller's expense and risk.
9. WARRANTY, SERVICING AND RMA PROCESS
9.1 The Seller warrants that the Goods will perform in accordance with the
Specification and will be free from defects in design, materials and
workmanship, provided
a) that the Goods have not been subject to misuse or neglect by Ericsson
or its customer, or
b) that the Goods have not been altered or repaired otherwise than by
the Seller or with his approval.
9.2 The Seller shall, at his own option and cost, repair or replace any Goods
found to be faulty by reason of defective design, materials or workmanship
during a warranty period of TWELVE (12) MONTHS starting from the delivery
of the respective Goods, unless otherwise set out in the SPA. Appendix (a)
to this Agreement pertains to the availability of replacement units of each
Goods ro Seller, defines any charges which may be payable by Ericsson for
returned units of each Goods and defines Ericsson's requirement for
Seller's Return Material Authorization (RMA) process regarding Goods
returned to Seller. Notwithstanding any termination or expiration of this
Agreement, Seller shall maintain the capability and capacity for repairing
and maintaining each Goods (including but not limited to the provision of
spare parts for each Goods) for a period of three (3) years after the date
of expiration or termination of this Agreement.
9.3 The warranty for repaired or replaced Goods shall be treated as set out in
Appendix (1).
In addition to the warranty above, the Seller agrees to discuss and
cooperate with Ericsson to resolve any systematic defect if and when they
might arise. A systematic defect is a defect that appears in more than five
per cent (5%) of the respective Goods delivered.
9.4 Goods returned under this Article 9 will be delivered to the Seller at the
Seller's expense and risk.
10. DELAYS
10.1 Should the Seller discover that the delivery date set out in an Order
cannot be met, and that the Order has been properly executed to provide for
agreed upon Lead Times, the Seller shall immediately notify Ericsson in
writing, stating the cause of the delay and his best estimate of when
delivery can be made. Such a notification shall not limit the Seller's
liability according to such an Order or the applicable law.
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10.2 If set out in the applicable SPA, Ericsson may claim liquidated damages,
for delayed delivery in accordance with the terms set out therein.
11. PRODUCT LIABILITY
11.1 Should the Goods have a defect which causes damage to persons or to
property other than such Goods, the Seller shall indemnify and hold
Ericsson harmless for any such damage.
12. CONTINUITY OF SUPPLY
12.1 The Seller shall inform Ericsson as soon as possible in writing if any of
the Goods are to be changed technically which would effect form, fit, or
function of the Goods or of any plans to suspend or close down
manufacturing of Goods, in order to permit Ericsson to place consolidated
purchase orders for future demands.
12.2 Ericsson shall be entitled to place consolidated purchase orders for Goods
within six (6) months of such notice, for delivery within twelve 912)
months of the date of such a purchase order.
12.3 Should there not exist a valid SPA between the Parties at the date of such
a purchase order, the regulations of the applicable SPA valid between the
Parties at the date of the receipt by Ericsson of such a notice shall
regulate such a purchase order.
13 RESERVED
14 INFRINGEMENT
14.1 The Seller shall defend, indemnify and hold harmless Ericsson and any
Ericsson Company, distributor and any customer (purchaser and user) from
and against any and all damage suffered and costs and expenses (including
reasonable attorneys' fees) incurred as a result of any claim, suit or
proceeding brought against any of them based on the allegation that the
use, sale, distribution or other disposal of any Goods furnished the Seller
under this Agreement constitutes and infringement of any intellectual
property rights or applications thereof (including but not limited to
patents, utility models, mask work protections, industrial designs,
copyrights and trade marks) or an unauthorized use of trade secret;
provided that the Seller has been notified without undue delay in writing
of such claim, suit or proceeding and given authority, information and
assistance (at the Seller's expense) to settle the claim or control the
defense of any suit or proceeding.
14.2 In the event that the Goods or any part hereof are ins such suit or
proceeding held to constitute an infringement or their further use, sale,
distribution or other disposal is enjoined, the Seller shall promptly, at
its own expense and at its option, either
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a) procure for Ericsson and any Ericsson Company, distributor and any
customer (purchaser and users) the right to continue the use, sale,
distribution or other disposal of such Goods;
b) replace the same with non-infringing goods of equivalent function and
performance; or
c) modify such Goods so that they become non-infringing without
detracting from function or performance.
14.3 This Article 14 shall survive the termination of this Agreement or whatever
cause.
15 DOCUMENTATION AND TOOLS
15.1 Any Ericsson Documentation and any Ericsson Tools are the exclusive
property of Ericsson and may be sued by the Seller only for the manufacture
of Goods for Ericsson.
15.2 The Seller shall keep Ericsson Tools stored separately. Ericsson tools
shall be registered and marked with Ericsson's name, and the product number
or a mutually agreed identification number. A copy of this register shall
be submitted to Ericsson upon request. Ericsson Tools shall be maintained
and insured by the Seller, and may not be used, changed, scrapped, sold or
disposed otherwise than as directed by Ericsson.
15.3 Upon the termination of this Agreement or upon Ericsson's request, the
Seller shall return to Ericsson any Ericsson Tools and any Ericsson
Documentation.
16 EXPORT AND IMPORT
16.1 The Seller is responsible for obtaining and maintaining any export
license(s) required for delivery of the Goods to Ericsson under this
Agreement.
16.2 If the Seller is unable to obtain or maintain the export license(s),
Ericsson may terminate the respective SPA and any related Order or party
thereof, which may be affected by the aforesaid license.
16.3 The Seller shall inform of and issue all documentation which may be
required by law, regulation or reasonably requested by Ericsson regarding
the export, import or re-export of the Goods.
17. CONFIDENTIALITY, PRESS RELEASES, PROMOTIONAL MATERIALS
17.1 The Seller and Ericsson shall maintain strict confidentiality and not,
without the other Party's prior consent, disclose to any third party any
documentation and any information designated by the furnishing Party as
confidential, whether of a commercial or a technical nature, furnished
pursuant to this Agreement, i.e. the
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receiving Party shall use the information only for the purpose of this
Agreement. Such documentation and information may, however, be disclosed by
either Party to a customer under similar conditions of confidentiality. In
the event of any inconsistency between this Article 17 and the
confidentiality or non-disclosure provisions of any other agreement
heretofore or hereafter entered into between the Parties, the agreement
that provides either Party with the most protective terms for
confidentiality shall prevail.
17.2 The Seller shall ensure that neither he nor any of his subcontractors
advertise, publish or otherwise disclose the appointment of the Seller, or
his subcontracts of the terms of this Agreement, any Spa or any Order
concluded hereunder without Ericsson's prior written approval. All copies
of material relating thereto which are intended for publication in any form
by the Seller or any subcontractor must first be submitted to Ericsson for
approval. Seller shall not, without Ericsson's prior written approval, use
Ericsson's name and/or corporate logo in informational, promotional,
advertising or any other materials. Seller does not intend to, and will not
use, such disclosures to improperly disseminate information about the
Seller in relation to stock market activities, however, this Article 17
does not prevent Seller from providing details of the Agreement to
financial institutions and other government-related bodies.
17.3 Neither Party shall be liable for disclosing any confidential information
if:
a) It was public knowledge at the time of disclosure or thereafter
becomes generally know other than through an act of negligence by the
receiving Party.
b) it was already know to the other Party as a result of his own
activities, or
c) it is rightfully obtained by a Party from other unrestricted sources.
17.4 This Article 17 shall for five (5) years, survive the termination of this
Agreement.
18 FORCE MAJEURE
18.1 The performance of either Party, required by this Agreement, any SPA or any
Order, shall be extended by a reasonable period of time if such performance
of the respective Party is impeded by an unforeseeable event beyond such
Party's control, which shall include but not be limited to acts of God,
industrial actions, riots, wars, accidents, embargo or requisition (acts of
government), but which shall not include the acts or delays caused by other
subcontractors or suppliers, hereinafter referred to as "Force Majeure".
18.2 In case of Force Majeure, each Party shall promptly notify and furnish the
other Party in writing with all relevant information thereto.
18.3 Should an event of force Majeure continue for more than three (3) months,
Ericsson shall have the right to terminate this Agreement, any SPA or
Order. In such a case
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Ericsson shall pay to the Seller the price of goods delivered up to the
date of termination.
19. TERMINATION
19.1 Either Party may at any time terminate this Agreement, any SPA or any Order
with immediate effect and without compensation to the other Party if the
other Party shall pass a resolution, or any court shall make an order, that
the other Party shall be wound up or if a trustee in bankruptcy,
liquidator, receiver, or manager on behalf of a creditor shall be appointed
or if circumstances shall arise which would entitle the court or a creditor
to issue a winding-up order.
19.2 Either Party may terminate this Agreement, any Spa or any Order, with
immediate effect if the other Party has committed a material breach of this
Agreement, any SPA or any Order concluded hereunder, and not rectified the
same within thirty (30) days after receiving written notice of termination
specifying the breach.
20. ASSIGNMENT
20.1 Neither Party shall have the right to, and each Party covenants that it
shall not, assign, delegate, mortgage, charge or encumber this Agreement,
any SPA or any Order (or parts thereof) or any of its rights, duties or
obligations under this Agreement, or any monies payable or to become
payable under this Agreement, to any party without the prior written
consent of the other Party. Such consent shall not be unreasonably
withheld. Any attempted assignment without such consent or that is not
expressly permitted by this Agreement shall be null and void. This
Agreement may not be assigned involuntarily or assigned by operation of
law.
21 DISPUTES AND GOVERNING LAW
21.1 This Agreement, any SPA and any Orders concluded under this Agreement shall
be governed and construed by and under the laws of California without
regard to the application of the principles of conflict of laws.
21.2 The Parties shall make every effort to settle by amicable negotiations any
difference which may occur between them in connection with this Agreement,
any Spa or any Order. If the Parties fail to reach such an amicable
settlement, either Party may refer such differences to arbitration as
provided below in Article 21.3
21.3 All disputes, differences or questions with respect to any matter arising
out of or relating to this Agreement, any SPA or Order there under shall be
finally settled via binding arbitration pursuant to the rules. The
arbitration will take place in San Diego, California at the office of the
AAA. The language of the arbitration will be English. The dispute will be
resolved by a single arbitrator appointed by the AAA in accordance with the
list procedure described in Paragraph 13 of the rules. The Parties
expressly agree that prior to the selection of the arbitrator, nothing in
this Agreement will prevent the Parties from applying to a court that would
otherwise
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have jurisdiction for provisional or interim relief. After the arbitrator
is selected, he will have sole jurisdiction to hear such applications,
except that the Parties agree that any relief ordered by the arbitrator may
be immediately and specifically enforced by a court otherwise having
jurisdiction over the Parties. All fees and cost will be allocated to the
Parties to the arbitration as determined by the arbitrator, except that the
prevailing Party shall be entitled to reasonable attorneys' fees and costs.
To the extent that state or Federal Law under which a Party's claim arises
provides for the award of attorneys' fees to the prevailing Party, the
arbitrator is empowered to award such fees. The Parties submit to the
exclusive jurisdiction of the United States District Court for the Southern
District of California for the resolution of any dispute or enforcement of
any right arising out of or relating to this agreement to arbitrate,
including enforcement of this agreement to arbitrate, application for the
provisional or interim remedies provided for herein, and confirmation of
any award rendered by the arbitrator pursuant to this agreement to
arbitrate and waive any objection to the venue or personal jurisdiction of
said courts. The decision of the arbitrator shall be final and binding on
the Parties and enforceable in accordance with the New York Convention on
the Recognition and Enforcement of Arbitral Awards (9 U.S.C. ss.1 et seq.).
22 INSURANCE
22.1 Seller shall maintain at its sole expense the insurance listed below ad
name Ericsson as an additional insured on the commercial general liability,
commercial automobile liability and umbrella liability policies. All
policies are to include a waiver of subrogation in favor of Ericsson. All
policies shall have a thirty (30) days' notice of cancellation provision.
Insurance carriers issuing the below policies must be rated "AVII" or
better in A.M. Best.
Commercial General Liability Insurance:
Aggregate Limit $2,000,000
Per Occurrence Limit $1,000,000
Products/Completed Operations $1,000,000
Personal & Advertising Limit $1,000,000'
Commercial Automobile Liability Insurance:
Combined Single Limit $1,000,000
Bodily Injury & property Damaged Combined
Covering all Owned, Non-owned and Hired Vehicles
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Worker's Compensation Insurance:
Employers' Liability $500,000
Statutory benefits
Commercial umbrella Liability Insurance:
Per Occurrence $3,000,000
Aggregate $3,000,000
23. GENERAL PROVISIONS
23.1 RESERVED.
23.2 WAIVER OF BREACH OF CONTRACT. A waiver of any breach of a provision of this
Agreement will not be binding on either Party unless the waiver is in
writing, signed by a duly authorized representative of the Party, as
applicable, and such waiver will not affect the rights of the Party not in
breach with respect to any other or future breach.
23.2 MUTUAL INJUNCTIVE RELIEF. The Parties hereby acknowledge and agree that
Ericsson and Seller will be entitled to mutual injunctive relief as well as
such other and further relief as may be appropriate for any breach by the
Parties of any provisions of this Agreement.
23.4 SEVERABILITY. If the application of any provision of this Agreement to any
particular facts or circumstances shall for any reason be held to be
invalid, illegal or unenforceable by a court, arbitration panel or other
tribunal of competent jurisdiction, then: (i) the validity, legality and
enforceability of any other provisions of this Agreement, shall not in any
way be affected or impaired thereby; and (ii) such provision shall be
enforced to the maximum extent possible so as to effect the intent of the
Parties. If, moreover, any provision contained in this Agreement shall for
any reason be held to be excessively broad as to the duration, geographical
scope, activity or subject, then it shall be construe by limiting or
reducing it so as to be enforceable to the extent compatible with
applicable law.
23.5 AMENDMENT. All agreements to purchase the Goods, whether electronic, by
exchange of forms or by conduct of the Parties, shall be governed by the
terms and conditions of this Agreement. Except as otherwise expressly set
forth in this Agreement, no provision of this Agreement shall be deemed
waived, amended or modified by either Party, unless such waiver, amendment
or modification is in writing, specifically references this Agreement and
is signed by the authorized representative of the Party against whom it is
sought to enforce such a waiver, amendment or modification. The terms and
conditions of this Agreement shall supersede any conflicting terms and
conditions set forth in any applicable Order.
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23.6 COMPLIANCE WITH LAWS. Seller shall comply at its own expense with all
applicable laws, ordinances, regulations and codes (including any
pertaining to the environment, safety and health) of any applicable
governmental authority, including the identification and procurement of
required permits, certificates, licenses, insurance, approvals and
inspections in performance of this Agreement.
23.7 COUNTERPARTS. This Agreement may be executed in two (2) or more identical
counterparts, each of which shall be deemed to be an original and all of
which taken together shall be deemed to constitute this Agreement when a
duly authorized representative of each Party has signed a counterpart. The
Parties intend to sign and deliver this Agreement by facsimile
transmission. Each Party agrees that the delivery of this Agreement by
facsimile shall have the same force and effect as delivery of an original
signature, and that each Party may use such facsimile signature as evidence
of the execution and delivery of this Agreement by the Parties to the same
extent that an original could be used.
24 CONTACT PERSONS, NOTICES
24.1 Ericsson's and the Seller's contact persons regarding this Agreement shall
be set out below. The contact persons for this Agreement are:
ERICSSON WIRELESS COMMUNICATIONS ONLINE POWER SUPPLY, INC.
INC.
Xxxx Xxxxxxxxxxxx Xxx Xxxx
0000 Xxxxxxx Xxxxxx Xxxxxxxxx 0000 Xxxxx Xxxxx Xxxxxx, #000
Xxx Xxxxx, XX 00000 Xxxxxxxxx, XX 00000
e-mail: x.xxxxxxxxxxxx@xxxxxxxxx.xxx e-mail: xxxxx@xxxx.xxx
Tel: 000-000-0000 Tel: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000
All notices issued under this Agreement shall be in writing and
addressed as follows, either party may change its designated addressee
for purposes of giving notices under this Agreement by written notice
pursuant to this Article 24:
If to Ericsson: Ericsson Wireless Communications Inc.
0000 Xxxx Xxxxxxxxx
Xxx Xxxxx, XX 00000-0000
Attention: Sourcing Director
Telephone Number: 000-000-0000
Facsimile Number: 000-000-0000
With a copy to: Ericsson Wireless Communications Inc.
0000 Xxxx Xxxxxxxxx
Xxx Xxxxx, XX 00000-0000
Attention: Legal Department
Telephone Number: 000-000-0000
Facsimile Number: 000-000-0000
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If to Seller: OnLine Power Supply Inc.
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxx, XX 00000
Attention: Xxx Xxxx
Telephone Number: 000-000-0000
Facsimile Number: 000-000-0000
25 TERM OF AGREEMENT
This Agreement shall become effective upon signature by both parties and
shall remain in effect for one (1) year. The term of this Agreement may be
extended for a single, one (1) year period provided the Parties mutually
agree in writing to such an extension no less than forty-five (45) days
prior to the expiration of the original term.
***************************
This Agreement has been duly signed in two (2) identical copies of which
the Parties have taken one (1) each.
Place: San Diego, CA Place: Englewood, CO
-------------------------------- -------------------------
Date: May 7, 2002 Date:
--------------------------------- --------------------------
ERICSSON WIRELESS ONLINE POWER SUPPLY, INC.
COMMUNICATIONS INC.
By /s/ Xxxx Xxxxxxxxxxxx By /s/ Xxxx X. Xxxxxxxx
------------------------------------ -----------------------------
Name Xxxx Xxxxxxxxxxxx Name Xxxx X. Xxxxxxxx
---------------------------------- ---------------------------
Title Sr. Subcontracts Administrator Title Chief Executive Officer
--------------------------------- --------------------------
