1
EXHIBIT 10.11
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
The omitted confidential portions of this agreement are marked by ***.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
DEERE/STANADYNE
SUPPLY AGREEMENT
THIS AGREEMENT is entered into by and between Deere & Company acting through
Deere Power Systems Group and the Xxxx Deere Dubuque Works, located at 00000 X.
Xxxx Xxxxx Xxxx, Xxxxxxx, XX 00000 (hereinafter referred to as DEERE), and
Stanadyne Automotive Corporation, a Delaware Corporation, located at 00
Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 (hereinafter referred to as STANADYNE).
Whereas, DEERE is a manufacturer of diesel engines;
Whereas, STANADYNE is a manufacturer of diesel fuel injection systems;
Whereas, DEERE desires to purchase rotary diesel fuel injection pumps and
Pencil Nozzles (herein after collectively referred to as Product) from
STANADYNE;
Whereas, STANADYNE desires to supply Product to DEERE;
Whereas, DEERE and STANADYNE, (herein after together referred to a Parties)
wish to define their respective rights and obligations in connection with the
purchase and supply of Product;
Now, therefore, in consideration of the premises and mutual terms, covenants,
and conditions set forth herein, the Parties agree as follows:
1. PURCHASE AND SUPPLY OBLIGATIONS
DEERE shall purchase Product from STANADYNE and STANADYNE shall supply
Product to DEERE per the terms of this Agreement and the STANADYNE
Proposal, Letter of Intent and Pricing Framework last dated 1 2
November 1996, between STANADYNE and DEERE, attached as Exhibit I and
incorporated in and made part of this Agreement.
2. TERM OF AGREEMENT
This Agreement is effective from 01 November 96 through 31 October
2001, and all the terms and conditions noted in this Agreement shall
become effective and will be implemented commencing 01 November
1996.***
3. PURCHASE ORDER TERMS AND CONDITIONS
The terms of this Agreement shall take precedence over and control in
the event that any conflicting terms are sent by one party to the
other in connection with the purchase and sale of the Products.
2
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
4. PRICE AND PRICE MANAGEMENT
During the term of this Agreement, pricing for Product sold by
STANADYNE to DEERE will be administered per the terms defined in the
STANADYNE Proposal, Letter of Intent and Pricing Framework last dated
1 2November1996 between STANADYNE and DEERE.
5. FORECASTS, ORDERS, AND CHANGE ORDERS
Deere shall provide to STANADYNE on a weekly basis, firm orders for
*** weeks and an updated rolling forecast covering *** months. A ***
volume forecast will be provided by DEERE at the end of each year, and
STANADYNE will notify DEERE should STANADYNE'S capacity not meet
DEERE'S forecasted requirements and the Parties will discuss how to
achieve DEERE'S requirements. Based on DEERE total schedule firm
orders and forecast), STANADYNE agrees that schedule changes that are
within ***% for weeks *** through *** and are within ***% for weeks
*** through *** of the schedule may be made by DEERE for Products
scheduled for delivery more than *** from the date of notification
without additional cost or penalty to DEERE for domestic shipments.
However, the premium freight charges on foreign shipments due to these
schedule changes will be paid by DEERE. Should the accumulated rate of
change during the previous *** exceed ***% or a total of ***% in the
previous ***, depending on the time period, the Parties will agree to
leadtimes required to implement the change and shall determine what
cost penalty, if any, will accrue to DEERE.
Subject to the obligations to purchase it requirements as provided
herein, DEERE may cancel or modify any one or more orders placed for
Product under this Agreement, in whole or in part, at any time for
convenience. If DEERE so cancels or modifies an order for convenience,
any claim of STANADYNE for costs incurred shall be settled on the
basis of the reasonable costs STANADYNE has incurred up to the date of
termination in filling the order for labor and materials which are not
usable by STANADYNE in making other goods it manufactures. Materials
for which DEERE reimburses STANADYNE become the property of DEERE.
Cancellation charges will be paid by DEERE thirty (30) days from date
of issuance of the invoice for such costs.
6. SHIPPING AND DELIVERY
Product prices include all charges for STANADYNE's customary
containers, preparation, labeling, packaging, and loading. This
provision shall apply fully to packaging and shipment of service
parts.
The normal lead times that apply to Products sold under this Agreement
will be as follows:
3
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
a. A released current OE production specification: ***.
b. A new specification made with current production
components: ***.
c. A new product or a new specification incorporating a new
product feature:***.
Both Parties recognize that market conditions will require reducing
these lead times during the term of the Agreement.
Both Parties are committed to reach agreement on Inventory Stocking
Program for ***
If STANADYNE fails to meet agreed upon delivery schedules within
normal lead times which are noted above or otherwise agreed to, it
will be the responsibility of STANADYNE to cover the premium portion
of the freight costs.
DEERE will pay the cost of premium freight charges due to expedited
delivery when requested delivery dates are within the *** firm
schedule on existing products, less than agreed to delivery times, and
less than the normal lead times noted above to manufacture and ship
new Product specifications.
7. PAYMENT
Payment terms are Net 30 days from date of invoice.***
8. QUALITY & RELIABILITY
STANADYNE agrees to establish and implement action plans for
continuous improvement in all categories rated in the DEERE Power
Systems Group "Achieving Excellence" program. STANADYNE also agrees to
establish and maintain a quality system that is in compliance with
"QS-9000" Quality System Requirements".
Any deviation from Product specifications must have prior approval by
DEERE before such deviation is implemented.
***
4
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
All Products must adhere to mutually agreed to specifications. If
delivered Product is found to be defective or does not conform to the
agreed to Product Receiving Inspection specifications as determined by
STANADYNE, STANADYNE will instruct DEERE to scrap, to make
arrangements to reclaim, or return such rejected Product. After
disposition of Products, STANADYNE will be responsible for the
material, inbound freight, return freight, reclaim and/or scrap
charges. All Product rejected by DEERE will be made available for
inspection by STANADYNE upon request for a period of no longer than
*** business days.
9. WARRANTY
The warranty and limitation of liability set forth in Exhibit 11 is
incorporated in and made part of this Agreement. Both Parties
recognize that changes in legislation and market trends may affect
warranty obligations imposed on DEERE upon its resale of engines
incorporating the Product. Should such changes occur, the Parties will
meet to discuss changes in warranty obligations.
10. FIELD PROBLEMS
***
11. SERVICE PARTS
STANADYNE shall maintain sufficient supply capabilities for the
purpose of providing DEERE, its sales organization and customers, a
reasonable stock of service parts for Products sold under this
Agreement ***
However, if the demand for a particular service part is such that
STANADYNE determines that production of such service part should be
discontinued, and if no suitable substitute service part is available
from STANADYNE, then STANADYNE shall notify DEERE of the impending
discontinuance of such service part and offer DEERE a reasonable
opportunity to order additional quantities of the affected service
part. The obligations under this provision shall not be affected by
the termination of this Agreement and shall extend to parts
manufactured by STANADYNE to its special design or from tools and dies
owned by either party, but shall not extend to parts purchased by
STANADYNE from outside sources.
5
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
***
STANADYNE and DEERE agree to continue the service parts direct
shipment program to Xxxx DEERE Parts Distribution Center (Milan,
Illinois).
12. TERMINATION
If either party fails to perform for any reason, any of its
obligations hereunder, the other party shall have the right to
terminate this Agreement by giving written notice at least *** days
prior to the effective date of such termination, such notice
specifying the failure; provided, however, that such notice will be of
no effect and termination will not occur if the specified failure is
remedied or if a plan to remedy is agreed to prior to the effective
date of termination. In the event of Termination, STANADYNE agrees to
supply Product to DEERE under the terms of this Agreement until such
time as the resourcing process can be completed, provided that DEERE
adheres to its obligations under this Agreement without exception.
13. FORCE MAJEURE - DELAYS AND DEFAULTS
Neither party shall be liable for any delay or default in the
performance of this Agreement where such delay or default is due to an
"Excusable delay". "Excusable delay" is any delay in making or
accepting deliveries which result without fault or negligence on the
part of the party involved and which is due to causes beyond its
control including, without being limited to, acts of God or the public
enemy, any preference, priority or allocation order issued by the
government or any other act of the government, act of the other party,
fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, unusually severe weather, inability to obtain raw
materials, and delays of Supplier's sellers due to such causes.
STANADYNE is responsible to give written notice to DEERE six (6)
months prior to the expiration date of any Labor Contract in order to
allow both Parties the time to implement an agreed to plan that would
prevent any interruption in the supply of Product in the event a work
stoppage were to occur. However, if any such delay shall continue
beyond a reasonable time so that the purposes of this Agreement are
frustrated, the non-delaying party may at its option terminate this
Agreement and/or any issued purchase orders without further liability
to the other.
6
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
14. ASSIGNMENT
This Agreement may not be transferred or assigned, in whole or in
part, by either party without written approval by the other party
provided, however, that if all or substantially all the business and
assets of either party are acquired by another company, then no
approval by the other party is required. If all or substantially all
of the business and assets of one party are transferred or assigned to
another company, such party will assign this Agreement to the
transferee and require the transferee to assume all the obligations of
such party set forth herein. Any transfer or assignment by either
party in violation of this provision shall be considered null and void
and of no force or effect, at the option of the other party.
15 . RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement and no conduct, communication,
trade practice, or course of dealing shall be interpreted or deemed
(I) to create and partnership, joint venture, agency, association, or
syndicate between the Parties, their subsidiaries, or affiliates or
(ii) to confer on either party any express or implied right, power, or
authority to (a) make any representation or statement, (b) incur any
obligation or liability, or (C) enter into any understanding,
commitment, or agreement on behalf of, or which may bind, the other
party.
16. CHOICE OF LAW
This Agreement shall be governed by the internal laws of the State of
Connecticut.
17. SEVERABILITY
If any provision of this Agreement is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, or is stricken or
materially amended by the action of any competent authority, including
but not limited to the government of the United States of America, and
such action has become final, such provision will be deemed amended,
for such jurisdiction only, to the extent necessary to conform to
applicable laws, and in a manner which preserves to the maximum extent
possible the original objectives of this Agreement, so as to be valid
and enforceable therein without invalidating the remaining provisions
hereof and without affecting the validity or enforceability of such
provision in any other jurisdiction.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter hereof, and supersedes in their
entirety and any all written or oral agreements previously existing
between the Parties with respect to the subject matter. Any
modifications of this Agreement must be in writing and signed by both
Parties hereto.
7
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
19. NOTICE
All notices and demands hereunder shall be in writing and shall be
served by personal service or by fax, telex, cable, telegram, or by
certified mail at the address or number of the receiving party set
forth below:
(a) If to STANADYNE, to:
Stanadyne Automotive Corp.
00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Facsimile Number: (000) 000-0000
Telephone Number: (000) 000-0000 Ext. 2264
(b) If to DEERE, to:
Xxxx Deere Dubuque Works - Engine Division
P. O. Xxx 000
Xxxxxxx, XX 00000-0000
Facsimile Number: (000) 000-0000
Telephone Number: (000) 000-0000
All notices or demands shall be deemed given upon the day
sent. Either party may specify a different address or number
for notices or demands under this Agreement by written notice
sent in accordance with this Section.
20. WAIVER
The waiver by either party of any default under this Agreement
shall not constitute a waiver of any subsequent default of a
similar or different kind. The Parties have signed this
Agreement by their authorized representatives, effective on
the date first shown above.
STANADYNE AUTOMOTIVE CORP. DEERE POWER SYSTEM
GROUP OF DEERE & COMPANY
By: /s/ Xxxxxxx X. Xxxxx By: Xxxxxx X. Xxxxxxx
Title: V.P. Engineering & Marketing Title:Mgr. Strategic Purchasing
Date: 16 Dec 96 Date: 16 Dec 1996
8
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
STANADYNE PROPOSAL
LETTER OF INTENT & PRICING FRAMEWORK
The following items have been agreed to by Stanadyne and Xxxx Deere, and will
be the basic framework for a long term agreement covering Fuel System products
purchased from Stanadyne. The formal writing of the Agreement will begin
immediately and will be completed by 01 December 1996.*** Conditions noted
herein shall become effective and will be implemented 01 November 1996, upon
signature of this letter.
FUEL INJECTION PUMPS:
A. During this Agreement, Deere agrees to
purchase*** requirements for OE and
associated OES rotary distributor fuel
pumps ***, provided Stanadyne's product
meets the technical and performance
requirements of the application and
provided product price conforms with
prices defined in this Agreement. The
following are exceptions to this
purchase requirement:
***
***
***
B. ***
C. ***
D. Pricing, Terms and Conditions for the
DB2 Pump (Base Pump and Features) is
defined by the DB2 Pricing Schedule,
Attachment II dated 28 October 96.
E. Pricing, Terms and Conditions for the
DB4 Pump (Base Pump and Features) is
defined by the DB4 Pricing Schedule,
Attachment lIl dated 28 October 1996.
F. *** Stanadyne and Deere agree to form a
Joint Value Analysis Team and to provide
resources aimed at reducing cost via
product design, configuration, and
resourcing of components for these
features.
Items identified by the Joint Value
Analysis Team as Joint Cost Reduction
opportunities, which require the
aforementioned participant involvement
of Deere and Stanadyne personnel and
expenditures, ***
G. ***
H. ***.
9
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
I. ***
J. Stanadyne will present a five-year plan
as part of an annual Joint Management
Review that will show their Continuous
Improvement Goals to reduce cost of pumps
and nozzles that Xxxx Deere purchases.
The progress of attaining the goals
established will be reviewed with Deere
on an annual basis, but will not be used
to change prices paid by Deere for
Stanadyne Product.
K. ***
L. Stanadyne and Deere, and subsequent
owners of either company, will be bound
by the terms of the Stanadyne/Deere Long
Term Supply Agreements.
Nozzles:
A. Deere agrees to purchase*** requirements
for OE and OES pencil nozzles
requirements from Stanadyne for ***
Engines provided Stanadyne's
product meets the technical and
performance requirements of the
application and provided product price
conforms to the prices defined in this
Agreement.
B. ***
C. ***
D. ***
By signature below, Xxxx Deere and Stanadyne agree to the above points becoming
the established framework of a long term Agreement covering the business
relationship between the companies during the Agreement period.
XXXX DEERE DUBUQUE WORKS STANADYNE AUTOMOTIVE CORP.
By: /s/ Xxxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx
Title:Mgr. Purchasing - Engineering Div. Title:VP. Engineering and
Marketing
Date: 11/12/96 Date:11/8/96
10
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
Attachment #1
PRICE ADJUSTMENT INDEX
***
11
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
ATTACHMENT II
28OCT96
DB2 PRICING SCHEDULE, TERMS & CONDITIONS
***
12
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
ATTACHMENT III
280CT96
DB4 PRICING SCHEDULE, TERMS & CONDITIONS
***
13
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
Attachment IV
Exchange Rate Proposal:
***
14
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
Attachment V
Volume Schedule for Long Term Agreement
***
15
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
Attachment Va
ANNUAL VOLUME PRICE REDUCTION
***
16
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
Exhibit II
PUBLICATIONS SUPERSEDED STANADYNE PAGE NO. 23.0
SERVICE POLICIES REVISION NO.
SUBJECT AND PROCEDURES MANUAL EFFECTIVE DATE
WARRANTY AND WARRANTY CLAIMS ADMINISTRATION SECTION NO. 4.0
XXXX DEERE
LIMITED WARRANTY
The Diesel Systems Division of Stanadyne Automotive Corp., warrants to the
original end user/purchaser that diesel fuel injection products sold by it to
Xxxx Deere to be free from defects in material and workmanship according to the
SCHEDULE and CONDITIONS stated below.
SCHEDULE
*** ***
CONDITIONS
HOW TO OBTAIN WARRANTY SERVICE:
Original Equipment - Xxxx Deere dealer will deliver the product at no charge,
with completed Diesel Fuel Injection Equipment Warranty Request and Repair Tag
Form No. DF-2148 to an authorized Stanadyne service agency. Some Xxxx Deere
dealers are authorized to perform warranty repairs and may elect to do so.
Purchased Product - The product will be delivered at purchaser's expense, with
information as to use and defect, and with a dated proof of purchase, to the
point of purchase. All other Conditions of Warranty are as outlined in Section
4.2.
17
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
PUBLICATIONS SUPERSEDED STANADYNE PAGE NO. 6.0
SERVICE POLICIES REVISION NO.
SUBJECT AND PROCEDURES MANUAL EFFECTIVE DATE
WARRANTY AND WARRANTY CLAIMS ADMINISTRATION SECTION NO. 4.0
Standard (Limited) Warranty
STANADYNE'S OBLIGATION
Stanadyne's sole obligation and the purchaser's sole remedy under this warranty
is limited to the free-of-charge repair or replacement, at Stanadyne's option,
of any product Stanadyne examines and determines to be defective in material or
workmanship. A repaired or replacement product will be made available to the
customer at the location where it has been repaired or replaced, provided that
the customer has, at its expense, removed the defective product from the
equipment or vehicle and delivered the defective product to an Authorized
Stanadyne Service Dealer.
STANADYNE'S POLICY ON REPAIR OR REPLACEMENT
Repairs will be made using only new or remanufactured parts provided by
Stanadyne. Replacement will be made only if the product is not serviceable or
if it is damaged beyond economical repair. In such cases, a Stanadyne
remanufactured product, if available, will be used as the replacement, unless
Stanadyne specifically authorizes the use of a new product. Remanufactured
products will meet the original equipment manufacturer's specification.
PURCHASER'S OBLIGATION
The purchaser's obligation is to operate the product under normal conditions in
an approved application, which includes proper installation, speed, fuel,
lubrication, use, and service. Failure to do so voids this warranty. In order
to obtain a remedy under this warranty, the purchaser must notify Stanadyne of
the defect within the warranty period. This may be done by:
delivering the product to an Authorized Stanadyne Service Dealer for the
purpose of remedying the defect or
sending written notice to Stanadyne specifying the defect
and stating that the purchaser intends to seek
warranty coverage promptly.
HOW TO OBTAIN WARRANTY SERVICE
Original Equipment - The purchaser will deliver the engine or vehicle or
product to the OEM dealer who will in turn deliver the product at no charge,
along with a completed OEM request for warranty repair form, to an authorized
Stanadyne service agency.
Purchased Product - The product will be delivered at purchaser's expense, with
information as to use and defect, and with a dated proof of purchase, to the
point of purchase.
18
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
PUBLICATIONS SUPERSEDED STANADYNE PAGE NO. 7.0
SERVICE POLICIES REVISION NO.
SUBJECT AND PROCEDURES MANUAL EFFECTIVE DATE
WARRANTY AND WARRANTY CLAIMS ADMINISTRATION SECTION NO. 4.0
4.2 Standard (Limited) Warranty
WHAT IS NOT COVERED UNDER THIS WARRANTY
Products purchased from an unauthorized source.
Warranty service provided by firms not authorized by Stanadyne. Also, such
service voids this warranty, and costs associated with
such service are not recoverable from Stanadyne.
Products modified or altered in ways not approved by Stanadyne including but
not limited to injection pumps with fuel delivery set
above Stanadyne specification. Such modifications
terminate all Stanadyne warranty obligations.
Costs to diagnose defects and to remove and reinstall products.
Costs of travel to and from an operating site.
Costs resulting from negligence, abuse, misuse, misapplication, tampering,
improper installation or removal, accident, use of
improper or contaminated fuel, improper storage, and
normal wear and tear.
The testing of new pumps in dealer stocks prior to being put into service.
Stanadyne filter elements plugged as a result of normal use and not defective
in workmanship or material.
Plugging of Stanadyne hole type nozzles when no manufacturing defect exists
The following pencil nozzle services:
Testing when no manufacturing defect exists.
Cleaning of accumulated carbon from nozzle tips and orifices.
Adjustment of injector opening pressure or valve lift,
unless failure of the lock screws is due to a
defect in workmanship or material (since locknuts
are easily tampered with without detection)
19
Confidential portions of this Exhibit have been omitted and filed separately
with the Commission pursuant to an Application for Confidential Treatment filed
under Rule 406 of the Securities Act of 1933.
*PLEASE SEE ATTACHMENT 10.11A FOR DETAILS CONCERNING REDACTED PROVISIONS
PUBLICATIONS SUPERSEDED STANADYNE PAGE NO. 8.0
SERVICE POLICIES REVISION NO.
SUBJECT AND PROCEDURES MANUAL EFFECTIVE DATE
WARRANTY AND WARRANTY CLAIMS ADMINISTRATION SECTION NO. 4.0
Standard (Limited) Warranty
WARRANTY LIMITATIONS AND LIMITATIONS OF LIABILITY:
THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET
FOURTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. ANY
IMPLIED WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAWS IS LIMITED TO
THE DURATION OF THIS LIMITED WARRANTY. IN NO EVENT SHALL STANADYNE BE LIABLE
FOR ANY LOSS OF USE OF THE VEHICLE OR EQUIPMENT, LOSS OF TIME, INCONVENIENCE,
COMMERCIAL LOSS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.
This warranty supersedes any condition that may be part of a customer's
purchase order.
Some states, provinces and nations do not allow limitations on how long an
implied warranty lasts, or the exclusion or limitation of incidental or
consequential damages, so the above limitations and exclusions may not apply to
you. This Warranty gives you specific legal rights, and you may also have other
rights which vary from state to state, province to province, and nation to
nation.
No variation of the foregoing is authorized, except in writing by an officer of
Stanadvne.
NOTE: A Limited Warranty issued by Stanadyne, either to a specific original
equipment manufacturer or to the aftermarket, will take precedence over this
Standard (Limited) Warranty.
Stanadyne Automotive Corp. TEL: 203/000-0000
00 Xxxxxxxxx Xxxx FAX: 203/000-0000 - Parts
Xxxxxxx, XX 00000 FAX: 203/000-0000 - Service
Stanadyne Automotive Corp.
00-00 Xxxxxx xxx Xxxxxx, Xxxxxxx TEL: 00.0.00.00.00.00
00000 XX Xxxxxxx, Xxxxxx FAX: 33.1.30.66 00.87
20
ATTACHMENT 10.11A
CONFIDENTIAL TREATMENT REQUEST FOR
STANADYNE AUTOMOTIVE CORPORATION
CONFIDENTIAL PROVISIONS OF EXHIBIT 10.11:
THE DEERE/STANADYNE SUPPLY AGREEMENT
1. Section 2: Date for negotiation for extension of Agreement - (i) the
last sentence in the paragraph;
2. Section 5: Details Concerning Possible Capacity Extension -
All of the numbers contained in the first paragraph;
3. Section 6: Details Concerning Lead Time -(i)The time frame
provisions in sections a, b and c,(ii) the entire fourth
paragraph, and (iii) the time provision following the phrase
"are within the" in the second line of the sixth and last
paragraph of the section;
4. Section 7: Payment Terms - All of the remaining text in the
paragraph after the first sentence;
5. Section 8: Quality and Reliability Terms - All of the text
constituting the entire the third paragraph and the third and
fourth last words of the section;
6. Section 10: Field Problems - All of the text in the paragraph,
constituting the entire section;
7. Section 11: Time Provisions and Quality Variations with
respect to Service Parts -(i) All of the text following the
word "Agreement" in the first paragraph only, (ii) all of the
text constituting the entire third paragraph;
8. Section 12: Termination - The time provision in the third
line;
9. Exhibit I: Stanadyne Proposal Letter of Intent & Pricing
Framework:
(i) All of the text in the third sentence in the first paragraph;
Section A -(i) the two words that follow the word "purchase"
in the first sentence, (ii)the word that follows the word
"their" in the first sentence, (iii) the fourteen words that
follow the
21
word "pumps" in the first sentence and (iv) all of the text
in sections 1 and 2;
Section B - All of the text in the section;
Section C - All of the text in the section;
Section F - (i) The first twenty-seven words in the first
sentence immediately preceeding the word "Stanadyne", and (ii)
the four last lines of the section following the word "will"
in the second paragraph;
Section G - All of the text in the section;
Section H - All of the text in the section;
Section I - All of the text in the section;
Section K - All of the text in the section;
Nozzles: (i) The four words following the word "purchase" in
the first sentence of Section A, (ii) the two words following
"OE" in the first sentence of Section A,(iii) the seven words
following the word "Stanadyne" in the first sentence of
Section A,(iv) all of the text in Section B, (v) all of the
text in Section C, (vi)all of the text in Section D, including
the three bulleted points at the end of the section;
10. Attachment I: Price Adjustment Index - All of the text
contained in this attachment;
11. Attachment II: DB2 Pricing Schedule, Terms & Conditions - All
of the text contained in this attachment;
12. Attachment III: DB4 Pricing Schedule, Terms & Conditions - All
of the text contained in this attachment;
13. Attachment IV: Exchange Rate Proposal - All of the text
contained in this attachment;
14. Attachment V: Volume Schedule for Long Term Agreement - All of
the text contained in this attachment;
15. Attachment Va: "Annual Volume/Price Reduction" All of the text
contained in this attachment;
22
16. Exhibit II: Section 4.3.12 - Warranty Schedule.
