MASTER SUPPLY AGREEMENT BETWEEN STARTEC AND TTN INC.
----------------------------------------------------
FOR THE PURCHASE OF TADIRAN DIGITAL CROSS-CONNECT SYSTEMS AND SERVICES
----------------------------------------------------------------------
This master supply agreement (the "Agreement"), is entered into this 21st day of
September, 1998 (the "Effective Date"), by and between StarTec Global
Communications, a corporation with its principle place of business at 00000
Xxxxx Xxxx Xxxxx, Xxxxxxxx, XX 00000 and TTN, Inc., a wholly-owned subsidiary of
Tadiran Telecommunications, Ltd. ("TTN"), a Delaware corporation with its
principal place of business at 0000 000xx Xxx. X., Xxxxxxxxxx, XX 00000.
WITNESSETH:
WHEREAS, StarTec desires to secure product and services from TTN
for its digital cross-connect systems and
WHEREAS, TTN desires to provide such products and per-form such services, and
provide StarTec with its professional expertise in these areas.
NOW THEREFORE, the parties agree as follows:
1. StarTec agrees to purchase all digital cross-connect systems from TTN. This
exclusive contract is subject to acceptable performance by TTN to the terms
and conditions stated within this agreement.
2. The T::DAX cross-connects will be installed no later than December 31, 2001
at which time this contract expires unless an extension is agreed to by
both parties.
3. In recognition of this exclusive commitment, TTN will supply the T::DAX
equipment per the attached price list Tab 2. All hardware and software
purchases with requested delivery dates prior to December 31, 2001 will be
credited towards the contract value.
4. All EF&I for equipment purchased will be performed by TTN and will be
credited towards the contract value. For information on the scope of work
for typical installations, see Tab 4.
5. Both parties, with their written pre-approval of the release, which shall
not be unreasonably withheld, will allow press releases regarding this
venture.
6. Hardware Warranty is for two (2) years and Software if for one (1) year.
These warranties start 30 days after equipment shipment or completion of
installation, whichever comes first.
7. Four (4) training seats at TTN's Clearwater, FL facility will provided to
StarTec at no charge, with each system purchased and shipped during the
contract period.
8. All T::DAX equipment will be F.O.B. Clearwater, FL.
9. TTN's Standard Terms and Conditions of Sale Tab 5 shall apply to all sales
under this Agreement.
STARTEC GLOBAL COMMUNICATION TTN, INC.
10411 MOTOR CITY DRIVE 0000 000xx XXX. X.
XXXXXXXX, XX 00000 XXXXXXXXXX, XX 00000
Xxxxxxx Xxx Xxxx X. Vida
-------------------------------- --------------------------------
(Authorized Signature) (Authorized Signature)
Xxxxxxx Xxx
VP, Asst. Secretary & Controller
Xxxx A Vida
-------------------------------- ---------------------------------
(Print or Type Name of Signature) (Print or Type Name of Signature)
Vice President & General Manager
-------------------------------- ---------------------------------
(Title) (Title)
10/14/98 10/14/98
-------------------------------- ---------------------------------
(Execution Date) (Execution Date)
TTN, INC.
STANDARD TERMS AND CONDITIONS OF SALE
1. SCOPE
The terms and conditions of sale contained herein shall apply to all quotations
and offers made and purchase orders accepted by TTN. The sales contract or
Master Supply Agreement incorporating these terms and conditions becomes a
binding contract on the terms set forth herein when it accepted by commencement
or performance. This contract can be accepted only on the exact terms set forth
(including the modes of acceptance specified in the proceeding sentence) and no
other terms which are in any manner whatsoever additional to or different from
those set forth herein shall become part of or in any way alter this contract
without the express written consent of an authorized representative of TTN.
TTN'S failure to object to provisions contained in any communication from Buyer
shall not be deemed a waiver of the provisions herein. All orders, offers, and
contracts must be approved by TTN'S office in Clearwater, Florida.
2. PRICE
a. The pricing for products represented by this agreement are listed in Tab 2
b. All prices are exclusive of sales, use, excise or any other taxes
applicable to the sale, use or delivery of Products, or any charges for
shipping, insurance or fees or commissions. Such taxes when applicable
shall be paid by Buyer or in lieu thereof TTN shall be provided by a proper
tax exemption certificate.
3. SALES TERMS
All sales under this Agreement are F.O.B. TTN'S Clearwater facility in Florida
unless stated otherwise by TTN. Unless otherwise agreed in writing, loading,
lighterage, wharfage, freight, landing charges, dues, duties or any other
charges are not included in quotations or indicated in any price list.
4. TERM OF PAYMENT
Where the Buyer has established credit, terms of payment shall be net Forty-Five
days (45) days from date of the invoice. The date of invoice will occur on the
date the equipment is shipped. INTEREST WILL BE CHARGED AT THE RATE OF 1.5
PERCENT PER MONTH OR THF MAXIMUM LEGAL RATE: WHICHEVER IS LESS ON THE PAST DUE
ACCOUNTS AFTER (45) DAYS FROM THE DATE OF INVOICE. To insure customer
satisfaction with the operation of the equipment the EF&I services will be
billed 30 days after the service work is completed. Once this Invoice is
generated Terms of payment shall be net thirty (30) days.
5. TITLE AND DELIVERY
Sales are F.O.B. TTN'S Clearwater facility, Florida. Buyer assumes the risk of
loss or damages immediately upon delivery to customer premise. Notwithstanding
the foregoing title to any Products shall not pass to the Buyer until payment in
full is received by TTN. The time for delivery given is approximate and is
established from the date of receipt of the order. Partial deliveries shall be
permitted. TTN will use its best efforts to ship by the method specified by
Buyer. All costs of shipping products to buyer including without limitation
freight insurance and special packing or handling shall be in addition to the
stated price and shall be paid by Buyer. If a delivery is delayed as a result of
any action or inaction of buyer, TTN may invoice Buyer for the products as of
the scheduled delivery date and may charge buyer for storage and other expenses
incurred because of the delay.
6. ACCEPTANCE
Buyer shall accept or reject Products within thirty (30) days of completion of
installation. Failure to notify TTN in writing of nonconforming products within
such period shall be deemed an unqualified acceptance.
7. LIMITED WARRANTY
A. (I) TTN WARRANTS THAT ANY PRODUCTS SOLD BY IT TO BUYER (EXCLUDING PRODUCTS
NOT MANUFACTURED BY TTN, AND NOT AN INTEGRAL PART OF A TTN PRODUCT) WILL BE FREE
FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF TWENTY FOUR (24) MONTHS
FOR HARDWARE AND ONE (1) YEAR FOR SOFTWARE BEGINNING 30 DAYS AFTER PRODUCT
SHIPMENT OR COMPLETION OF INSTALLATION WHICHEVER COMES FIRST. NO OTHER
REPRESENTATION OR WARRANTY, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR
PURPOSE OR WARRANTY AGAINST PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT SHALL BE
IMPLIED.
(II) TTN WILL REPAIR OR REPLACE ANY PARTS OF THE PRODUCTS SUPPLIED BY IT SHOWING
INHERENT DEFECTS (OTHER THAN PRODUCTS NOT MANUFACTURED BY TTN AND NOT AN
INTEGRAL PART OF A TTN PRODUCT) WHICH ARE RETURNTED BY BUYER TO TTN FOR
INSPECTION (TRANSPORATION CHARGES PAID BY STARTEC FOR TRANSPORT TO TTN FACILITY,
TTN TO PAY FOR RETURN TRANSPORTATION) DURING THE WARRANTY TERM SET FORTH IN
SECTION(A)(I)PROVIDED SUCH INSPECTION DISCLOSES TO TTN CLOSES SATISFACTION THAT
ANY SUCH DEFECTS ARE IN FACT DEFECTS INHERENT IN THE PRODUCT ISSUE.
(111) ITEMS REPAIRED OR REPLACED AS PROVIDED IN SECTION (A)(11) WILL BE SUBJECT
TO THE LIMITED WARRANTIES OF SECTION (A)(1) FOR THE REMAINDER OF THE INITIAL
WARRANTY TERM OR SIX MONTHS AFTER DATE OF SHIPMENT FOLLOWING REPAIR OR
REPLACEMENT, WHICHEVER SHALL LAST EXPIRE.
(IV) ITEMS FURNISHED OR MANUFACTURED BY OTHER VENDORS AND NOT INCORPORATED AS AN
INTEGRAL PART OF PRODUCTS SHALL HAVE ONLY THE VENDOR'S WARRANTY WHICH SHALL BE
PASSED ON THE BUYER OR ITS CUSTOMERS TO THE EXTENT PERMITTED THEREBY, BUT SUCH
PRODUCTS WILL NOT BE SUBJECT OF THE WARRANTIES PROVIDED BY TTN PURSUANT TO THE
LIMITED WARRANTY SET FORTH HEREIN.
(V) NO WARRANTY OF ANY KIND IS MADE WITH RESPECT TO FUSES AND LAMPS.
B. THE LIMITED WARRANTIES STATED HEREIN ARE IN LIEU OF ALL OTHER OBLIGATIONS,
WARRANTIES, AND LIABILITIES ON THE PART OF TTN AND TTN NEITHER ASSUMES NOR
AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITIES. IN NO EVENT
SHALL TTN BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY NATURE.
C. NO WRITTEN OR ORAL STATEMENT MADE ABOUT ANY PRODUCT BY AN EMPLOYEE OR AGENT
OF TTN WILL BE EFFECTIVE TO EXPAND THE WARRANTY PROVISIONS HEREir4, UNLESS SUCH
STATEMENTS APPEAR IN A WRITTEN INSTRUMENT SIGNED BY TWO DULY AUTHORIZED OFFICERS
OF TTN AND SPECIFICALLY DIRECTED AT THE PROVISIONS HEREIN.
D. THIS LIMITED WARRANTY SHALL BE VOIDED AND OF NO FORCE OR EFFECT IF: THE
PRODUCT HAS NOT BEEN INSTALLED, TRANSFERRED, STORED, MAINTAINED, OR UTILIZED IN
ACCORDANCE WITH TTN'S PRODUCT INSTRUCTIONS AND IN ACCORDANCE WITH GENERALLY
ACCEPTED PROCEDURES FOR USE AND INSTALLATION WITHIN THE TELECOMMUNICATIONS
INDUSTRY; OR THE FAILURE TO PERFORM AS SPECIFIED IS THE RESULT OF NEGLIGENCE,
MISUSE OR ABUSE OF THE PRODUCT; OR AS A RESULT OF ANY ALTERATION, MODIFICATION
OR UNAUTHORIZED REPAIR.
8. CONFIDENTIAL INFORMATION
No information shall be deemed to be given or received in confidence by either
party unless and to the extent it is covered by a separate wriften agreement.
9. FORCE MAJEURE
TTN will exercise all reasonable efforts to meet delivery schedules established
by it. However, TTN shall not be liable to buyer or its customers for any loss,
expense or damage due to delays in delivery of TTN products caused by or
resulting from any act of God, riot, fire, explosion, accident, flood, sabotage,
war, embargo, receipt by TTN of orders from all sources exceeding TTN's
then-scheduled delivery or production capacity, or governmental laws,
regulations, or orders, lockouts, strike or labor trouble, actions, or inactions
of the buyer or any customer thereof, or any cause of occurrence which is beyond
the reasonable control of TTN. If there is any delay in TTN's ability to deliver
TTN products pursuant to any agreed upon schedule, from any cause listed in this
section, the scheduled delivery dates shall be extended for a period of equal to
the period during which such cause occurs.
10. CANCELLATION BY TTN
TTN shall have the right to cancel any unfilled order without liability to buyer
in the event buyer becomes insolvent, is adjudicated bankrupt, petitions for or
consents to any relief under any bankruptcy reorganization statute$, becomes
unable to meets its financial obligations in the normal course of business,
discontinues its business, or sells the bulk of its assets other than in the
usual course of business. Wriften notice of order cancellation will be provided
to Startec General Counsel.
11. GOVERNMENT AUTHORIZATION
Buyer will be responsible for the timely obtaining required authorizations,
including export or import licenses, exchange permits and all other governmental
authorizations even though such authorizations may be applied by TTN. To
facilitate this authorization buyer and seller will agree to use best efforts
based on a forecast of what countries require product shipment- This forecast
shall be provided by the buyer.
12. APPLICABLE LAW
The terms and conditions contained herein shall be governed by and
construed under the laws of the State of Florida.
13. SEVERABILITY
Any term or provision of this Agreement which is held to be invalid, void,
unenforceable or illegal will In no way effect, impair or invalidate the
remaining terms or provisions, which will remain in full force and effect,
consistent with the original intent of the Parties. However, is such provisions
is an essential element of the Agreement, the Parties shall promptly attempt to
negotiate a substitute therefore.
14. ENTIRE AGREEMENT
Terms and conditions and all attachments, and amendments shall constitute
the entire Agreement between the Parties. Any preprinted terms and conditions on
Orders, acknowledgement forms, or other forms or documents shall not apply.
15. LIQUIDATED DAMAGES
TTN and StarTec agree that it may be difficult, if not impossible, to
accurately determine the amount of damages that StarTec may incur if TTN
falls to achieve each delivery and acceptance date in a timely manner as
scheduled. Accordingly, if delivery or acceptance have not occurred in a
timely manner, it is agreed that StarTec shall be entitled to a daily
liquidated damages in a specified and predetermined amount of the greater
of .5 percent of System hardware and software price per day or $2,500 per
day, up to a maximum of 1 0% of System hardware and software price. "System
hardware and software price" means the price of the System hardware and
software which was not timely delivered and/or accepted. The liquidated
damages shall be calculated through the date each of the Products and
System were delivered or have achieved Acceptance, as the case may be.
Damages may not be assessed if StarTec has not met its requirements as
defined in the site survey scope of work. Appropriate delivery and
installation time frames are contained in "Scope of EF&I Services".
STARTEC GLOBAL COMMUNICATION TTN, INC.
10411 MOTOR CITY DRIVE 0000 000XX XXX. X.
XXXXXXXX, XX 00000 XXXXXXXXXX, XX 00000
/s/ XXXXXXX XXX
---------------------------------- ---------------------------------
(Authorized Signature) (Authorized Signature)
Xxxxxxx Xxx Xxxx X. Vida
---------------------------------- ---------------------------------
Print or Type Name of Signature) (Print or Type Name of Signature)
VP - Controller Vice President & General Manager
---------------------------------- --------------------------------
(Title) (Title)
10/14/'98 November 18, 1997
---------------------------------- -------------------------------
(Execution Date) (Execution Date)
TTN, INC.
0000 000xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000 T::DAX
Phone: (000) 000-0000 QUOTATION
Fax: (000) 000-0000
TTN
---
A Subsidiary of Tadiran
Telecommunication, Ltd.
CUSTOMER: STARTEC DATE: 10/6/98
--------------- -----------------
SITE: REF:
--------------- -----------------
ISSUED BY: Xxxx Xxxxx PHONE:
--------------- -----------------
NOTES:
-------------------------------------------------
Equipment to be Provided:
-------------------------
DSU=1 E1 TNBU ENBU PAMX AAMX EAMX UAMX OC-3/STM1
-------------------------------------------------------------------------------------------
Wired with common 224 224 224
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Wired only no common 672
-------------------------------------------------------------------------------------------
Equipped ports 224 32 56
-------------------------------------------------------------------------------------------
HAMX DAMX CAMX IAMX TAMX SAMX BAMX STM1(E)
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Wired with common 16
-------------------------------------------------------------------------------------------
Wired only no common 48
-------------------------------------------------------------------------------------------
Equipped ports 16
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HARDWARE PRICE LIST
-------------------
---------------------------------------------------------------------------------------------------------------------
3584 (Double) Common Equipment 46,125 1 $43,125
---------------------------------------------------------------------------------------------------------------
Interface Bay 2,697 4 $10,788
---------------------------------------------------------------------------------------------------------------
Sync. Package (2xACDUs/ECDUs + S/W) 3,450 1 $3,450
---------------------------------------------------------------------------------------------------------------
Narrowband Shelf with commons 18,400 1 $18,400
---------------------------------------------------------------------------------------------------------------
DS1 Narrowband Module (includes 28 DS1s, max 8 per shelf) 4,428 2 $8,856
---------------------------------------------------------------------------------------------------------------
DS1/E1 Shelf with common modules 11,219 2 $22,438
---------------------------------------------------------------------------------------------------------------
DS1/E1 Shelf wired only 8,995 3 $26,985
---------------------------------------------------------------------------------------------------------------
DS1 Port (LDS1) 101 224 $22,624
---------------------------------------------------------------------------------------------------------------
E1 Port (PE1) 159 32 $5,088
---------------------------------------------------------------------------------------------------------------
DS3 (DAMX) Shelf with common modules 15,575 2 $31,150
---------------------------------------------------------------------------------------------------------------
DS3 (DAMX) Shelf wired only 6,874 6 $41,244
---------------------------------------------------------------------------------------------------------------
DS3 Port (DAMX) 4,306 16 $68,896
---------------------------------------------------------------------------------------------------------------
HARDWARE TOTAL: $303,044
---------------------------------------------------------------------------------------------------------------
SOFTWARE PRICE LIST
-------------------
---------------------------------------------------------------------------------------------------
128 Port (Double) S/W for interfaces DS1, DS3 (PAMX, XXXX) XXX0, X0, X0 (EAM) 31,625 1 $31,625
----------------------------
Narrowband Shelf S/W Delta per shelf 8,625 1 $8,625
----------------------------
DAMX S/W Delta per shelf 863 8 $6,904
---------------------------------------------------------------------------------------------------------------
SOFTWARE TOTAL: $47,154
---------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
TOTAL SYSTEM PRICE: $350,198
--------------------------------------------------------------------------------------------------
EF&I ESTIMATE*: $40,000
-------------------------------------------------------------------------------------------------
TOTAL SYSTEM PRICE INCLUDING EF&I: $390,198
-------------------------------------------------------------------------------------------------
Each system comes with a two (2) year hardware warranty, one (1) year software
warranty, and 4 training seats at no charge.
*EF&I charges are based on scope of services in Tab 4. Any changes to scope will
be addressed via a change order
*Shelf S/W upgrade for previously installed shelfs to support optics at no
charge.
31
STARTEC EQUIPMENT PRICE LIST
----------------------------
-------------------------------------------------------------------------------------------------------------------------
ITEM PRICE
-------------------------------------------------------------------------------------------------------------------------
HARDWARE
-------------------------------------------------------------------------------------------------------------------------
3584 (Double) Common Equipment 43,125
-------------------------------------------------------------------------------------------------------------------------
Delta Common Equipment from 3584 to 7168 46,000
-------------------------------------------------------------------------------------------------------------------------
Quad TSU upgrade set (per shelf) 2,684
-------------------------------------------------------------------------------------------------------------------------
Interface Bay 2,697
-------------------------------------------------------------------------------------------------------------------------
Sync. Package (2xACDUs/ECDUs + S/W) 3,450
-------------------------------------------------------------------------------------------------------------------------
Narrowband Shelf with commons 18,400
-------------------------------------------------------------------------------------------------------------------------
DS1 Narrowband Module (includes 28 DS1s, max 8 per shelf) 4,428
-------------------------------------------------------------------------------------------------------------------------
DS1/E1 Shelf with common modules 11,219
-------------------------------------------------------------------------------------------------------------------------
DS1/E1 Shelf wired only 8,995
-------------------------------------------------------------------------------------------------------------------------
DS1 Port (LDS1) 101
-------------------------------------------------------------------------------------------------------------------------
E1 Port (PE1) 159
-------------------------------------------------------------------------------------------------------------------------
DS3 (DAMX) Shelf with common modules 15,575
-------------------------------------------------------------------------------------------------------------------------
DS3 (DAMX) Shelf wired only 6,874
-------------------------------------------------------------------------------------------------------------------------
DS3 Port (DAMX) 4,306
-------------------------------------------------------------------------------------------------------------------------
E3 Port (DAMX) 3,555
-------------------------------------------------------------------------------------------------------------------------
OC3/STM1 Shelf with comon modules 20,355
-------------------------------------------------------------------------------------------------------------------------
OC3/STM1 Shelf wired only 7,188
-------------------------------------------------------------------------------------------------------------------------
OC-3/STM-1 (OHR) Optical Port 4,560
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
SOFTWARE
-------------------------------------------------------------------------------------------------------------------------
128 Port (Double) S/W for interfaces DS1, DS3 (PAMX, XXXX XXX0, X0, X0 (EAM) 31,625
-------------------------------------------------------------------------------------------------------------------------
Delta S/W from 1128 Port to 256 Port 38,813
-------------------------------------------------------------------------------------------------------------------------
Optical OC2/STM1 S/W Delta 5,750
-------------------------------------------------------------------------------------------------------------------------
Narrowband Shelf S/W Delta per shelf 8,625
-------------------------------------------------------------------------------------------------------------------------
DAMX S/W Delta per shelf 863
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-------------------------------------------------------------------------------------------------------------------------
SOFTWARE MAINTENANCE
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Basic 5,000
-------------------------------------------------------------------------------------------------------------------------
Double 10,000
-------------------------------------------------------------------------------------------------------------------------
Quad 20,000
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-------------------------------------------------------------------------------------------------------------------------
HARDWARE & SOFTWARE MAINTENANCE
-------------------------------------------------------------------------------------------------------------------------
Basic 14,000
-------------------------------------------------------------------------------------------------------------------------
Double 28,000
-------------------------------------------------------------------------------------------------------------------------
Quad 56,000
-------------------------------------------------------------------------------------------------------------------------
All products listed on price list are manufactured
by Tadiran Telecommunications, Limited (TTL).
"EXTENDED MAINTENANCE PROGRAM"
TTN realizes that in order to insure that StarTec network is as reliable and
feature-rich as possible a support program needs to be put in place. To
addresses this need, TTN is pleased to present our "Extended Maintenance
Program". To activate this plan StarTec needs to notify TTN 3 three months prior
to the expiration of the software or hardware warranty.
The highlights of this attached plan are as follows:
1. Lifetime Warranty for all systems covered under this plan. This includes
hardware and software.
2. Upgrade to the latest software release which includes all maintenance fixes
and enhancements.
3. A upgrade to the "Year 2000" feature package which addresses the Year- 2000
compatibility issue.
4. 7 x 24 telephone support for any system inquiries.
5. An Emergency Loaner Program which provides for modules for up to 30 days.
Our Extended Maintenance Program is an all-inclusive program that ensures worry
free operation for our customers and provides a way to budget for your
maintenance activities. This is an all exclusive program that includes both
hardware and software support. Once the initial warranties expire, this program
is your assurance of having worry free operations. This program includes:
1. TELEPHONE SUPPORT (both hardware and software) Coverage time: 7 days a
week, 24 hours a day (7,x 24)
2. TELEPHONE RESPONSE TIMES:
Xxxxx 0 - Service affecting: 1 hours (24 hours fix or work around provided)
Level 2 - Performance affecting: 2 hours (72 hours fix or work around provided)
Level 3 - Nuisance to operations: 24 hours (fix in next release, or module revision)
NOTE: Any telephone support call falsely identified to obtain expedited
support will be invoiced at the then current per hour rate with a
minimum of 1 hour charge (Table 3 - Price Annex).
3. MODULE REPAIR:
A. Repair turn around time is 15 days from time of receipt to time of
return shipment.
B. Expedited repair is available turn around time is 5 days. The charge
for the expedited service is based on 15% of the module price (minimum
charge $150) plus actual overnight shipping cost.
C. Optical devices are not covered under this extended warranty program.
D. Repair warranty period is 180 days or duration of the extended
warranty program, which ever is longer,
E. No trouble found (NTF) modules will be at no cost for the first 2
modules of eachextended warranty year. After, that the charge will be
a 5% of the module price (minimum charge $150) Plus shipping cost.
F. TTN reserves the option to repair or replace module at its sole
discretion.
4. EMERGENCY MODULE LOANER PROGRAM:
This service is available when you have a degraded system and your spare
modules are in for repair. It is not designed to replace your inventory or
to replace any spare for that may be in for repair.
A. Any module that is loaned must be returned within 30 days after your
repaired module has been shipped brick to you,
B. After 30 days, an invoice will be issued at 100% of the module price.
C. If the loaner module is returned after 30 days, but not more than 90
days, credit will be given for the price of the module minus a
restocking, charge of 25%.
5. ON SITE VISITS:
A. On site visits are available in situations deemed necessary by the
Customer and TTN Technical Staff.
B. Any trips made to support a hardware or software situation will be
based on the following:
(1) For the first 2 trips or 4 days, which ever occurs first, there
will be no labor charge. Customer will pay Travel and Subsistence
Costs.
(2) After the 2nd trip or 4th day, which ever occurs first, the
current per hour charge (Table 3 - Price Annex) will apply, less
any applicable discount plus Travel and Subsistence Costs.
(3) Minimum labor charge is 8 hours.
(4) If TTN product problem requires a visit/trip, this visit/trip
will not apply to the "NON-LABOR" trips referred to in section 5,
A, (1).
C. Emergency trips will be based on next available flight or mode
of transportation.
D. For all trips made to Customer location, a trip report will be
submitted to the customer by TTN within 10 business days. This report
will include, but not limited to, reason for trip, who authorized the
trip, location, and equipment affected, time spent on site, resolution
of problem, any follow up actions needed and list of charges.
6. HARDWARE OPERATIONAL CAPABILITIES:
A. Each system included in an extended warranty program must be fully
operational. At the discretion of TTN a site visit will be scheduled
to accomplish the following:
(1) Inventory of each piece of equipment included in the extended
warranty program.
(2) Issue a written verification of operational capabilities of
system.
B. Any discrepancies found during the on-site Visit Must be cleared/fixed
prior to the Extended Maintenance Agreement being activated. All
exceptions must be mutually agreed Lo by the Customer and TTN.
C. If Customer elects to clear and/or fix all discrepancies identified,
TTN will return to the site and complete the on site verification at
Customer expense.
D. If Customer elects to have TTN correct discrepancies, a quote will be
provided which will include system operational verification.
7. SOFTWARE: TTN will support the current release arid the prior relcise
ofqottwirc. @j@ maintenance Fixes or enhancements issued between feature
releases will also be supported , ETN will use reasonable efforts to
support older versions of soft-vvare.
A. MAINTENANCE FIXES: Maintenarice fixes are scheduled for release a
minimum of twice a year. The exception to this is when a service affecting
failure occurs, which may require a release scheduled.
(1) Notification will be given to customers by a Product Change
Notice (PCN).
(2) The fix may be installed by the customer or by TTN. All fixes
will be provided with adequate documentation so that the customer
could accomplish the install. If the customer requests TTN to do
the install, a charge must be made for travel expenses and
minimum labor charge.
B. Enhancements: Enhancements are software releases that improve the
current software operation and functionality. Enhancement are
scheduled for release a minimum of once a year.
(1) Notification will be by a Product Change Notice (PCN),
(2) The fix may be installed by the customer or by TTN. All fixes
will be provided with adequate documentation so that the customer
could accomplish the install. If the customer requests TTN to do
the install, a charge must be made for travel expenses and
minimum labor charge.
(3) Any hardware changes required to implement the enhancement
release are not included in any enhancement releases.
C. Features Releases: Feature releases will be made available to all
Customers, however, any Customer with a maintenance contract will have
the option to purchase with a discount and receive these New Features
before tioti-i- maintenance Customers.
(1) Adequate documentation will be made available to allow Customers
to install any new features without assistance from TTN. However,
there may be times when TTN's telephone support is required. If
this occurs, Customers will be billed at the then current labor
rate, less any applicable discount.
(2) Customer can request TTN to install any new features. If a
Customer requests TTN to install the software upgrade then the
Customer will be responsible for Time, Travel and Subsistence
cost.
(3) Any new software feature price does not include any associated
hardware upgrades.
8. SPECIAL SERVICES REQUEST:
A. Customers having a maintenance contract will be given priority for any
Special Services requested.
B. Each request will be quoted on a case by case basis,
C. EF&I services are priced separately.
9. CUSTOMER REPORTS.
In order to assist our Customers to better manage their resources and
assist them in identifying training needs, TTN will issue a quarterly
report consisting, at a minimum, the following information:
A. Number of modules repaired for the prior period.
B. Repair turn-around for each type of module repaired for the prior
period.
C. Number of service calls received by our Technical Support group.
D. Type of calls received (software, hardware)
E. Technician(s) who called
F. Resolution of calls
G. Any action items pending
In addition, at the customer's request, TTN will provide a dial-up analysis of
StarTec's System identifying any minor major critical system problems.
GLOSSARY OF TERMS
TERM DEFINITION
Emergencies Determined by mutual agreement between
customer and TTN.
Expedited Repair When a customer wants to have a
module repaired and returned to you in a
shorter time that is normal for repair
and return.
Falsely Identified Trouble When the initial call
is made to TTN and the severity of the
problem is erroneously stated to obtain
faster support
Hardware Enhancements Any physical replacement of
a module or component on a module that
improves the current system operation.
Software Enhancements Any software released that
improves the operations of the current
software release being used.
Features Releases Any software release that causes the
equipment to perform differently or has
additional capabilities
Non-emergency The system is functioning normal and
service is not degraded in any way.
No Trouble Found This is when a module is tested
according to manufacture standard
testing procedures and no problems are
identified or no repair or adjustment is
performed.
Optical Devices This is the actual optical (light
emitting) device and all components
associated with controlling the proper
operation and power of the laser.
Special Services Any service, either on site or at TTN's
location that is requested by the
customer that is within the capabilities
of TTN.
Syster DeGraded but operational Exists when there has been an equipment
failure within the system and now the
system is operating in the protection
mode or monitoring system is
inoperative.
System Inoperative The system is completely inoperative and
does not have the capabilities to cirry
any traffic.
Travel and Subsistence Cost Cost incurred while visitine, a customer
location including travel to and from,
includes 5% administrative fee.
PRICE ANNEX
For new systems purchased, the standard Two-Year Hardware Warranty and 1-year
Software Warranty would include 7x24 telephone support. But, to keep STARTEC
network current with the latest software releases (covering bug fixes, and
enhancements), the following annual charge would apply after expiration of the
1year Software Warranty:
TABLE 1
--------------------------------------------------------------------------------
SYSTEM SIZE BASIC DOUBLE QUAD
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annual "Software-Only"
Maintenance Charge $5.0K $1.0K $20K
--------------------------------------------------------------------------------
As these systems exceed the 2-year hardware warranty period, then the annual
charges contained within Table 2 would apply.
TABLE 2
--------------------------------------------------------------------------------
SYSTEM SIZE BASIC DOUBLE QUAD
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annual Maintenance
Agreement Charge $14K $28K $56K
--------------------------------------------------------------------------------
TABLE 3
--------------------------------------------------------------------------------
Extended Maintenance Hourly Support Rate $125 per hour
--------------------------------------------------------------------------------
Training Rate Per Person Per Day Location $300 - 6 student minimum,
(at TTN's Florida) 12 student maximum
--------------------------------------------------------------------------------
SCOPE OF EF&I SERVICES FOR THE T::DAX
-------------------------------------
- Site survey
- Ordering of needed ancillary installation equipment according to the site
survey including:
o DS1, DS3 and Fiber Optic cables and connectors. Price includes cable
distance up to fifty (50) feet.
o Power cables and connectors. Price includes cable distance up to fifty
(50) feet
o Equipment ground cables and connectors.
o Floor Mounting H/W (anchors, threaded rods, washers, isolation pads
etc.).
- Labeling of all bays and shelves
- Coordinate delivery of installation materials.
- Coordinate Sub Contractors.
- Installation of T::DAX equipment at the site (anchoring bays to floor,
securing bays to each other, leveling bays).
- Installation of the cables from the T::DAX to the DSX (dressing,
wire-wrapping, install BNOs on DS3 cables).
- Installation to the A&B power inputs to the T::DAX. Installation of the
ground cable.
- Installation of all the T::DAX interbay and intershelf cables (TSU cables,
JAB line, PCU bus cable).
- Installation of the fan assemblies.
- Turn up and testing of the equipment includes:
o Load and test proper S/W release.
o Configure shelf numbering in S[W.
o Provision all plug-in modules.
o Diagnose all plug-in components.
o Test for proper operation of protection paths and equipment.
o Test every DS1 and DS3 wired ports.
o Backup program and Data Base to tape.
Customer responsibilities:
Supply needed Power supply.
Building construction to be complete including security doors and air
conditioning.
Phone line for communications to TTN crew on site and one modem
access.
Cable racking for DS1,DS3, Fiber Optic, power, return and ground
cables external to the T::DAX and/or access for cable running under
computer floor. DS1/DS3 and Fiber Optic interface equipment (i.e. DSX,
meetme panel, etc) to be installed prior to the arrival of TTN
installation team to the site.
For every additional 1O' of cabling required over 50', up to 100',
there is an
Re: Year 2000 (Y2K) Compliance
--------------------------
Dear Customer/Distributor,
Tadiran Telecommunications Ltd. (TTL) is committed to Year 2000 compliance for
all systems and products manufactured and/or sold by TTL.
TTL is intensively pursuing a program to ascertain the following, compliance and
to determine which current products and systems are Year 2000 compliant, which
products and systems can be adapted by TTL to be Year 2000 compliant - within
the framework of maintenance and support contracts and per specific customer
request, and which outdated or obsolete products and systems will not be
evaluated to ascertain Year 2000 compliance.
While this program has not yet been completed, an interim status report listing
the specific compliance status of the various existing products and systems
which are relevant, are listed below.
The following product software versions are certified to be Year 2000 compliant:
o T::DAX Version 6.41 and up
o T::DAX Version 5.53 and up
o T::NMS Version 5.5 and up
o T::DAX 100 Version 3.05A and up
o T::DAX 100 Version 3.05E and up
o T::DAX 100 Version 3.03H and up
o T::DAX 100 Version 3.O1S and up
o T::DAX 100 Version 3.01D and up
o T::MUX all versions
All new systems that were shipped after July 15, 1998 are loaded with software
that is year 2000 compliant.
Sincerely,
Xxxx Xxxxxx
Vice President of Engineering
