[ Logo for Victron, Inc]
Manufacturing and Purchase Agreement
XPEED
April 1, 2000
Manufacturing and Purchase Agreement
This Agreement is made the 1st day of April, 2000 ("Effective Date") between
Victron Inc., having its usual place of business at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxx, XX 00000, herein referred to as "Manufacturer" and Xpeed, Inc. with
corporate offices located at 00 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxx, XX
00000, hereinafter referred to as "Purchaser".
1.0 SCOPE
This Agreement anticipates the future execution of orders hereunder
between Manufacturer and Purchaser for the purchase of Products as
specified in the price quotes as provided by the Manufacturer.
The provisions of this Agreement shall apply to all purchase orders
entered into between Manufacturer and Purchaser during the term of this
Agreement with respect to the Products which are subject to this
Agreement unless the parties expressly agree by written modification,
signed by both parties, that the provisions of this Agreement shall not
apply.
If a conflict arises between any of the terms of this Agreement and any
purchase orders or other documents executed under this Agreement, the
order of precedence shall be: (1) This Agreement, (2) Written terms on
any purchase order supplied by Purchaser; and (3) other documents.
1.1 PURCHASE ORDERS
---------------
A) All materials purchased pursuant to this Agreement shall be
effected by Purchaser's issuance of its purchase order and
shall be subject to the terms and conditions of this
Agreement. The purchase orders must be written and sent via
regular mail or via any electronic means and shall contain
the following information: (1) a description of materials
purchased including the assembly number and revision level,
(2) quantity of purchases, (3) routing instructions, (4)
delivery schedule, (5) destination and FOB point, (6) and
confirmation of price.
B) Purchaser agrees to purchase no less than the Annual Minimum
Committed Quantity of Products as provided in the price
quotes during the term of this Agreement. Release of
Products for production and shipment will be by Purchaser's
Purchase Order ("Purchase Order") issued on a monthly basis.
On the Effective Date, the Purchaser will give Manufacturer
a Purchase Order for Products to be manufactured and shipped
during the initial Forecast Period. Subsequent Purchase
Orders will be issued on a monthly basis so as to maintain a
firm four (4) month Release Period and twelve (12) month
Forecast Period at all times.
2
1.2 PRODUCT FORECAST
----------------
It is agreed that Purchaser will provide Manufacturer, on a
monthly basis, a rolling twelve (12) month Product forecast by
the 5th of each month.
1.3 TERM OF AGREEMENT
-----------------
This Agreement is effective as of the Effective Date for one
(1) year, and shall automatically be renewed at one (1) year
increments unless either party requests in writing, at least
ninety (90) days prior to the expiration of that term, that
this Agreement is not to be renewed.
2.0 PRICING
2.1 The prices for Products purchased by Purchaser from
Manufacturer hereunder shall be as set forth on the price
quotes as provided by the Manufacturer. The purchase prices
set forth in the price quotes shall be agreed to and signed by
both parties.
2.2 Purchaser agrees to enable Manufacturer achieve twelve (12)
inventory turns in order that Manufacturer may operate with
minimal interruptions in its operations and in order that
Manufacturer may process Purchaser's orders in a continuous
flow.
2.3 Purchase Price Variance ("PPV") will be reviewed on a
quarterly basis. If quarterly net PPV is favorable, the
favorable PPV will be shared equally between Manufacturer and
Purchaser. Manufacturer will be responsible for net
unfavorable PPV, unless the variance was caused by Purchaser's
Engineering Change Order ("ECO") or increased order above the
agreed percentage. To the extent that Purchaser is responsible
for unfavorable PPV, Manufacturer will notify Purchaser and
obtain an approval by Purchaser prior to placing the order for
materials. On or before the 5th working day after the end of
each month, Manufacturer will provide a monthly preliminary
PPV report for the previous month. On or before the 10th
working day after the end of each quarter, Manufacturer will
provide a quarterly PPV reconciliation report for the previous
quarter, summarizing both favorable and unfavorable variances.
If quarterly net total PPV is favorable, Manufacturer will
issue to Purchaser a credit equal to 50% of the net favorable
variance.
2.4 Standard cost for raw materials are reset on the first day of
each calendar quarter. Manufacturer will provide an updated
pricing for the following quarter at least three (3) weeks
prior to the end of each quarter.
2.5 There will be an additional charge of 10% of the unit price
for increased order or delivery that is made within 1- 45 days
prior to the scheduled delivery date. However, there will be
no additional charge for an increased order for delivery,
provided that such order is made at least 45 days prior to
scheduled delivery date
3
and does not exceed 20% of the original order. If an
additional order or expedited delivery request is made 46-90
days prior to the scheduled delivery date and it exceeds 20%
of the original order, an additional charge of 5% of the unit
price will apply.
2.6 Manufacturer may impose inventory carrying charge of 1.5 % for
any delay or postponement in production schedule due to
Purchaser's change in demand and/or ECO, provided the delay or
postponement is more than 30 days of the original scheduled
delivery date.
3.0 MATERIAL PROCUREMENT
3.1 Manufacturer is authorized to purchase materials using
standard purchasing practices including, but not limited to,
acquisition of materials recognizing Economic Order
Quantities, ABC buy policy, and long lead time component
management in order to meet the forecasted requirements of
Purchaser. Purchaser recognizes its financial responsibility
for materials purchased by Manufacturer on behalf of
Purchaser.
3.2 Manufacturer will make every effort to purchase Purchaser's
excess inventory including orders outstanding from the
Purchaser's vendors, as required in the current Purchaser
turnkey program at Manufacturer. In that case, Purchaser will
act as a supplier to Manufacturer. Manufacturer will agree to
purchase the parts at Manufacturer's standard cost. Any excess
inventory that is purchased from Purchaser which has not been
utilized within thirty (30) days will be assessed a carrying
charge of 2% per month. Purchaser agrees to pay the carrying
charge on such excess materials until it is fully consumed. If
the excess materials inventory is not utilized by the end of
the third month, Manufacturer may request and Purchaser shall
purchase such inventory from Manufacturer.
3.3 Manufacturer shall undertake reasonable efforts to cancel all
applicable component purchase orders and reduce component
inventory through return for credit programs or allocate
components for alternate programs if applicable.
3.4 Manufacturer agrees to accept consigned materials from
Purchaser to incorporate into Purchaser's Product. The
ownership of all consigned material shall remain with
Purchaser. Purchaser must warrant the consigned material
against faulty workmanship (manufacturer standard warranty).
Purchaser will ship the consigned materials to Manufacturer
upon receipt of the specific requested date and quantity.
Purchaser will allow 1% attrition for consigned materials.
3.5 As noted on the attached costed BOM, in the case when
Purchaser's standard costs are used for quotation, Purchaser
will help Manufacturer attain the same price from the
suppliers.
4
4.0 CANCELLATIONS, RESCHEDULES
4.1 CANCELLATION
------------
In the event of a cancellation of a purchase order by
Purchaser for the convenience of Purchaser, and for reasons
other than the Manufacturer's failure to perform according to
this Agreement, Purchaser agrees to be liable for the
following: (i) the contract price of all finished Products in
Manufacturer's possession which are located in the agreed upon
storage area for Purchaser's finished Product, (ii) the cost
of material inventory (including handling charges), whether in
raw form or work in process, and not returnable to the vendor
or usable for another customer, (iii) the cost of material on
order (including handling charges) which cannot be canceled,
and (iv) any vendor cancellation charges incurred with respect
to material canceled or returned to the vendor.
A) At the time of cancellation, Purchaser will take ownership
of all materials defined above. Payment terms on this
transaction will be net 30 days after receipt of the
materials.
B) Any restocking charges incurred by Manufacturer will be
reviewed and approved by Purchaser prior to payment to
Manufacturer.
C) All materials transferred to Purchaser due to cancellation
will be subject to 6.95% handling charge.
Manufacturer agrees, to the extent and at the times specified
by Purchaser's Cancellation Notice, to stop all work on the
purchase order and incur no further direct costs.
In the event that the materials as authorized by Purchaser for
Manufacturer to purchase are canceled or not to be used for
whatever reason, Purchaser and Manufacturer will negotiate on
settlement that is beneficial to both parties.
4.2 RESCHEDULE
----------
Purchaser may reschedule particular shipments of Product(s)
(increases and decreases). Manufacturer will accommodate these
requests on an individual basis. Such reschedules may be subject
to additional charges as specified in Section 2.0, and are
contingent upon capacity resources, personnel, and availability
of material. Any rescheduled item may be invoiced at the price
in effect at the time of shipment.
In the event Purchaser postpones a shipment more than ninety
(90) days past the original ship date, this reschedule
constitutes a cancellation of that portion of the order and the
applicable cancellation charges will apply.
5
5.0 WARRANTY
5.1 Manufacturer warrants that all Products sold hereunder will be
free from defects in material and workmanship for a period of one
(1) year from the date of shipment to the Purchaser, provided
that: (1) Manufacturer is notified in writing by the Purchaser
within thirty (30) days after Purchaser's discovery of such
failure; or (2) Defective products are returned to the
Manufacturer no longer than ten (10) days following the last day
of the warranty period. The Manufacturer shall include serial
numbers and/or date stamps, as designated by Purchaser, on each
product to facilitate warranty tracking. Purchaser shall forward
defective product to Manufacturer prepaid, and Manufacturer will
return the repaired or replaced product freight prepaid by
Manufacturer to Purchaser no later than thirty (30) days from the
date Manufacturer receives the defective product.
5.2 The foregoing warranty shall not be valid if the product or
component parts have been subjected to abuse, misuse, accidental
alteration, neglect, unauthorized repair or installation. The
Manufacturer shall make the final determination as to the
existence or cause of any alleged defect.
5.3 The above warranty period shall not be extended by the repair or
replacement of product pursuant to any of the above warranties.
The above warranties shall apply to Purchaser, its successors,
assigns and those who purchase or use said products. Purchaser
shall deal directly with Manufacturer for returns and repairs.
5.4 Except as provided herein above, the foregoing warranties are
exclusive and in lieu of all other warranties, express or
implied, or statutory, including the implied warranty of
manufacturability or fitness for a particular purpose.
6.0 LIMITATION OF LIABILITY
In no event shall either party hereto be liable for any special,
consequential, incidental or punitive damages.
7.0 PAYMENT TERMS
7.1 Net 30 Days from the date of invoice or sooner.
7.2 Payment is due day 30/31 either by wire transfer or Manufacturer
will send a driver to pick up the check.
7.3 Manufacturer will invoice the Purchaser when the Product goes
into Finished Goods location.
7.4 Currency will be in U.S. dollars.
7.5 NRE/Tooling Charges
At the beginning of the Term, and from time to time during the
Term, Purchaser and Manufacturer will agree on up-front, non-
recurring engineering charges and set-up fees required to
manufacture the Products. Purchaser will be responsible
6
for the agreed-upon costs. Manufacturer may invoice Purchaser
for the NRE costs monthly as it performs the NRE.
7.6 Manufacturer may impose a 1 1/2% finance charge per month to
the invoices not paid by the due date.
8.0 TITLE AND SHIPMENT
8.1 Title to the Products and risk of loss shall pass to
Purchaser upon Manufacturer's delivery to the carrier,
regardless of any provision for payment of freight or
insurance of shipping documents or Xpeed Finished Goods
location at Victron.
8.2 All shipments are F.O.B. Manufacturer shipping point.
9.0 DELIVERY
9.1 PURCHASER
---------
Product shall be delivered to Purchaser in accordance with
required delivery dates as specified on written purchase
orders. Purchase Order releases will be sent to Manufacturer
at least one hundred twenty (120) days in advance of the
specified delivery. Purchaser will also provide a twelve (12)
month rolling forecast each month to Manufacturer; said
forecast is not binding on Purchaser and is for planning
purposes only. Purchaser will supply a letter to Manufacturer
authorizing advance purchase of long-lead items.
In the event of cancellation, Purchaser will be liable for
the full material cost for any non-cancelable items under
this materials authorization of long-lead items.
9.2 MANUFACTURER
------------
Manufacturer commits to using its best efforts to meet
scheduled shipment dates, but reserves the right to ship up
to seven (7) days before or after scheduled dates with final
approval from Purchaser.
Upon learning of any potential delays, Manufacturer will
promptly notify Purchaser as to the possible cause and extent
of such delay. Manufacturer will not be held responsible for
shipment delays due to causes beyond Manufacturer's
reasonable control, such as labor disturbances, acts of
Purchaser, acts of God, or inability to acquire necessary
materials inside of lead times.
Upon notification from Manufacturer of delays outside the
normal delivery window, Purchaser reserves the right to
extend such delivery dates, at no liability to Purchaser.
7
10.0 INSPECTION AND ACCEPTANCE
10.1 SOURCE INSPECTION
-----------------
Upon request from Purchaser, Manufacturer agrees to allow
Purchaser's source inspector to inspect and review the work
being performed under this Agreement, including materials and
supplies being used. However, shipments will not be delayed if
Purchaser fails to effect such source inspection. Source
inspection constitutes final acceptance by Purchaser.
10.2 Manufacturer shall not be liable in any respect for any
consequential damage arising out of any manufacturing defects,
either latent or patent, in connection with the goods, nor any
loss of business or profit or otherwise affixing directly or
indirectly out of the goods manufactured by the Manufacturer
and/or by any other claimants in connection thereto.
10.3 APPROVED MANUFACTURERS
----------------------
Approval from Purchaser must be obtained in writing for all
manufacturers of fabricated parts. Purchaser, at its option,
may elect to survey Manufacturer's contract supplier.
In the course of purchasing component parts on behalf of
Purchaser, Manufacturer must follow Purchaser's approved
manufacturers list for all component parts. If such list is
not available, or component(s) do(es) not appear on the list,
Manufacturer, with consent of Purchaser, will use its best
judgment in choosing a source for the parts.
10.4 REJECTIONS
----------
Products rejected at Purchaser Incoming QC shall be returned
to Manufacturer within thirty (30) days from the date of
inspection, subject to warranty period under clause 5.1 and
source inspection condition under 10.1. Rejected Products
shall be returned in compliance with Manufacturer's Return
Material Authorization (RMA) procedures. RMA is to be
requested from Manufacturer's Program Manager. Non-conforming
report with understanding/details of failure or defects must
be completed by Purchaser and returned with the Product(s).
If Purchaser is to repair faulty products or sort rejected
batches, Manufacturer shall compensate Purchaser for this
work. Both parties shall, prior to the repairs/sort work,
agree on the amount of compensation to be credited to
Purchaser.
11.0 TERMINATION
11.1 This Agreement is effective as of the Effective Date for one (1)
year, and shall automatically be renewed at one (1) year
increments unless either party requests
8
in writing, at least ninety (90) days prior to the expiration
of that term, that this Agreement is not to be renewed.
11.2 In the event of insolvency, bankruptcy or voluntary
dissolution of either party, the other party shall have the
option to terminate the Agreement immediately.
11.3 If either party defaults in the performance of any material
provision hereunder, and if such default continues and is not
cured within thirty (30) days after written notice thereof by
the non-defaulting party, then the non-defaulting party may
terminate this Agreement.
11.4 If Purchaser fails to purchase the minimum number of Products
specified on the price quotes or any attachments, or fails to
pay any amount owing when due, Manufacturer may, upon written
notice, immediately terminate the Agreement, without prejudice
to any remedies that the Manufacturer may have either at law
or under this Agreement prior to or consequent upon such
termination.
11.5 Should Purchaser cancel any order accepted hereunder, or
should Manufacturer cancel any order accepted hereunder due to
Purchaser's nonperformance of its obligations hereunder, the
Purchaser shall negotiate with Manufacturer in good faith to
settle the account.
11.6 If cancellation of an order is deemed to be at "convenience of
the Purchaser," there will be a charge equal to 6.95% of the
value of goods remaining to be shipped against
contract/purchase order, whichever is greater, unless
otherwise negotiated in good faith by both parties.
12.0 CONFIDENTIALITY
Both parties acknowledge that, by reason of their relationship, they
may have access to certain information and materials concerning the
other's business, plans and products (including, but not limited to,
information and materials contained in technical data provided to the
other party) which are confidential and of substantial value to the
other party, which value would be impaired if such information were
disclosed to third parties. Both parties agree that they shall not use
in any way, for their own account or the account of any third party,
any such confidential information which is revealed to them by the
other party hereto without written authorization from the other party.
Each party will take every reasonable precaution to protect the
confidentiality of such information consistent with the efforts
exercised by it with respect to its own confidential information. Each
party shall advise the other if it considers any particular information
or materials to be confidential. This provision shall survive the
termination of this Agreement.
13.0 ENGINEERING CHANGE ORDERS
It is recognized that from time to time Manufacturer will be asked to
implement ECOs. The following delineates the proper procedures.
9
13.1 Purchaser shall notify Manufacturer in writing of proposed
ECO. This notification should include the appropriate
documentation to support Manufacturer's investigation of the
impact of this proposal.
13.2 Manufacturer shall report to Purchaser within three (3) days
the costs that are involved for obsolete material which are in
WIP, the stockroom, and/or on order. Manufacturer will review
the labor cost and impact for the implementation of the ECO.
If new material is required for the ECO, lead time and new
cost will be reviewed with Purchaser.
13.3 Purchaser shall notify Manufacturer in writing as soon as
possible on its decision as to the ECO and the requested
effective dates.
14.0 FORCE MAJEUR
Neither party to this Agreement shall be liable for its failure to
perform any of its obligations hereunder during any period in which
such performance is delayed due to causes beyond its reasonable
control, including but not limited to, fire, flood, earthquake,
embargo, strike, riot or the intervention of any government authority,
provided that the party suffering such delay immediately notifies the
other party of the delay. If, however, Manufacturer's performance is
delayed for reasons defined above for a cumulative period of thirty
(30) days or more from the date of Manufacturer's notification to
Purchaser, then Purchaser, notwithstanding any other provision of this
Agreement to the contrary, may terminate this Agreement without further
notice.
In the event of such termination, Purchaser's sole liability hereunder
will be for the payment to Manufacturer of any balance due and owing
for materials delivered by Manufacturer prior to Manufacturer's
notification to Purchaser and which is subsequently accepted by
Purchaser.
15.0 INTELLECTUAL PROPERTY INDEMNIFICATION
Each party (the "Indemnifying Party") agrees, at its own expense, to
defend, indemnify and hold harmless the other party (the "Indemnified
Party") from and against any claim, suit or proceeding brought against
Indemnified Party or its customers on the issue of infringement of any
patent, copyright, trade secret, trademark or other intellectual
property right by any aspect of any products or technology licensed or
sold hereunder to the Indemnified Party, subject to the limitations
hereinafter set forth. The Indemnifying Party shall have the sole
control of any such action or settlement negotiations and the
Indemnifying Party agrees to pay, subject to the limitations
hereinafter set forth, any final judgment entered against the
Indemnified Party or its customer on such issue in any suit or
proceeding defended by the Indemnifying Party. The Indemnified Party
agrees that the Indemnifying Party at its sole option shall be relieved
of the foregoing obligations unless the Indemnified Party or its
customer notifies the Indemnifying Party within five (5) working days
in writing of such claim, suit or proceeding and gives the Indemnifying
Party authority to proceed as contemplated herein, and at the
Indemnifying Party's
10
expense gives the Indemnifying Party proper and full information and
assistance to settle and/or defend any such claim.
16.0 OWNERSHIP OF TOOLING AND EQUIPMENT
Manufacturer shall be responsible for the timely delivery of tooling.
The total cost of the tooling must be agreed upon by Purchaser and
Purchaser shall then issue purchase order to cover the cost of tooling.
Upon payment of invoice and applicable sales tax, the tooling will
become the property of the Purchaser. Purchaser is financially
responsible for any changes to tooling due to ECO activity, improvement
recommendations and normal maintenance/replacement as recommended and
provided by Manufacturer.
Purchaser, upon payment of invoice for tooling and applicable sales
tax, shall own the tooling. The tooling shall be identified at the
premises of Manufacturer as being the property of Purchaser. The
tooling shall at all times remain the property of Purchaser and shall
be kept identified as such with appropriate obvious designations on or
near the respective pieces of tooling. Manufacturer shall not in any
circumstances obtain or allow any third parties to obtain any lien or
other rights over or in respect to any of Purchaser's tooling.
Manufacturer will maintain and has full responsibility for the
maintenance of tooling that is in Manufacturer's custody. Tooling shall
be secure from interference or use by unauthorized persons. No
unauthorized alterations will be made by Manufacturer to Purchaser's
tooling. Manufacturer will maintain adequate insurance for the tooling
to the satisfaction of Purchaser.
Manufacturer will not authorize or permit the use of any of Purchaser's
tooling by any third party, nor use Purchaser's tooling to produce any
type of products for sale to third parties without prior written
permission from Purchaser.
Manufacturer shall allow reasonable access to all premises occupied or
used by it to Purchaser or Purchaser's Agent to ascertain that the
provisions stated in this section are being complied with and to
arrange the removal of Purchaser's tooling. This right shall apply at
all reasonable working times of any such factory premises.
In the event Purchaser elects to move tooling to a competitive contract
manufacturer, Manufacturer reserves the right to demand fair market
value payment in advance of transfer for any tooling, test equipment or
fixturing funded by Manufacturer in the performance of this Agreement
and/or Purchaser's purchase order.
17.0 GENERAL
This Agreement shall be governed by and inspected by the laws of the
State of California, United States of America. Both parties consent to
jurisdiction in the State of California with respect to the breach,
interpretation or enforcement of the terms herein.
11
All disputes between Manufacturer and Purchaser, including, but not
limited to, any disputes arising under, or relating to, this Agreement
shall be resolved by binding arbitration conducted pursuant to the
rules of the American Arbitration Association. All arbitration
proceedings shall be conducted by an arbitrator selected by the
American Arbitration Association and shall be held in Alameda or Santa
Xxxxx County, California. In connection therewith, Purchaser
irrevocably submits to the jurisdiction of the courts of California for
purposes of bringing any petition to compel arbitration or any other
proceedings necessary to compel arbitration. Notwithstanding, and
without waiving the foregoing, Manufacturer retains its right to seek
provisional relief (e.g., writs of attachment) against Purchaser in any
forum where Purchaser may possess assets.
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof. This Agreement
cancels and supersedes any and all other prior or contemporaneous
agreements or understandings between the parties whether oral or
written. If any conflict arises as to the terms of this Agreement and
any purchase orders or documents, this Agreement shall take precedence
over other documents.
No modification, revision, amendment or other change to this Agreement,
nor any waiver of any rights in respect hereto, shall be binding on
either party unless assented to in writing and signed by an officer of
both parties. This waiver of any breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
Any notice required or permitted by this Agreement shall be deemed
given if delivered personally or if sent by prepaid mail, addressed to
the other party at its principal business address as set forth above or
at such other address as to which such party shall give notice
hereunder. If by mail, delivery shall be deemed effective three (3)
days after deposit with postal authorities. Any report under this
Agreement is deemed given if sent via personal delivery, regular mail,
or other electronic means, including fax or e-mail.
Neither party shall assign this Agreement or any rights hereunder
without the prior written consent of the other. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of the
respective parties hereto and their heirs, personal representatives,
successors and assigns.
The prevailing party in any legal action brought by one party against
the other shall be entitled, in addition to any other rights and
remedies it may have, to reimbursement for its legal expenses incited
thereby, including court costs and reasonable attorney's fees.
Purchaser agrees to comply with all applicable laws and regulations.
Purchaser understands that Manufacturer is subject to regulation by
agencies of the U.S. Government, including the U.S. Department of
Commerce, which prohibits export or diversion of Manufacturer's
products to certain countries, and Purchaser agrees it will not
knowingly assist or participate in any such diversion, or other
violation of applicable U.S. laws and regulations. Purchaser warrants
that it shall not sell any products to countries or to users that are
not approved to receive classified technical equipment under applicable
U.S. laws and regulations, and it will abide by such laws and
regulations. Purchaser shall hold harmless and indemnify Manufacturer
for any damages resulting to Manufacturer from breach by Purchaser of
the conditions delineated in this paragraph.
12
If any provision(s) of this Agreement should be found invalid or
unenforceable, such invalidity or unenforceability shall not invalidate
or render unenforceable the entire Agreement, but rather the entire
Agreement shall be construed as though not containing the particular
invalid or unenforceable provision(s), and the rights and obligations
of Manufacturer and Purchaser shall be construed and enforced
accordingly.
Signatures
XPEED Victron Inc.
00 Xxxx Xxxxxx Xxxxx, Xxxxx 000 0000 Xxxxxxxxx Xxxxxxxxx
Xxx Xxxx, XX 00000 Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxx [illegible]
------------------------------ ---------------------------
APPROVING OFFICER APPROVING OFFICER
Chief Financial Officer VP-Finance
------------------------------ ---------------------------
TITLE TITLE
May 24, 2000 May 24, 2000
------------------------------ ---------------------------
DATE DATE
13
ATTACHMENT A
Product Annual Minimum
Committed Quantity
USB 60,000
---
ETHERNET/ROUTER 120,000
---------------
PCI CARDS 240,000
14
ATTACHMENT B
15
