EXHIBIT 10.16
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
XXXXXX
MICRO
RESALE AGREEMENT
This Agreement ("Agreement") is by and between PC Connection ("PC Connection"),
with its principal place of business at 000 Xxxxx 00 Xxxxx, Xxxxxxx, Xxx
Xxxxxxxxx 00000 and Xxxxxx Micro Inc. ("Ingram") excluding its subsidiaries,
with its principal place of business at 0000 X. Xx. Xxxxxx Xxxxx, Xxxxx Xxx,
Xxxxxxxxxx 00000. This Agreement will include PC Connection's domestic locations
only.
1. Purpose
The purpose of this Agreement is to provide the terms and conditions for the
purchase and resale by PC Connection and the sale by Ingram to PC Connection of
various computer products including both hardware and software ("Product").
2. Terms of Sale
All Product sales will be subject to Xxxxxx'x then current standard Sales Terms
and Conditions published in its Comprehensive Catalog ("Catalog") at the time of
purchase. Should Xxxxxx'x Catalog provisions conflict with this Agreement, the
provisions of this Agreement will prevail. If authorization for resale is
required by the publisher or manufacturer of any Product, then Ingram will not
be obligated to sell such Product to PC Connection unless Ingram has received
such required authorization.
3. Ordering
A. PC Connection will compile, update, and provide Ingram with Product order
information. The Product order information will include the: (i) Product SKU
number(s), (ii) unit quantity, (iii) PC Connection price, (iv) the correct
shipping address, and (v) the appropriate PC Connection account number (the
account number will correspond with PC Connection's choice of credit line
options provided in Section 7 of this Agreement). PC Connection personnel will
identify, for each Product order, the ship-to destination as either PC
Connection, PC Connection's customer, or to some other specified third party.
Ingram will, subject to Product availability, use best efforts to fill and ship
all Product orders placed by PC Connection within one (1) business day of order
receipt.
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
X. Xxxxxx will accept orders over telephone, via the Computer Assisted
Purchasing System("CAPS") or Electronic Data Interchange ("EDI"), only from
those who identify themselves as PC Connection personnel and provide the Ingram
customer number prior to placing the order. Ingram will have no obligation to
confirm the validity of any order placed or the authority of the person placing
an order in this manner. EDI transactions will be subject to the guidelines set
forth in Exhibit B.
C. PC Connection may request, as a special order, Products not included in
Xxxxxx'x inventory but carried by one of Xxxxxx'x vendors. Upon receipt of a
request for special order Product ("Special Product"), Ingram will endeavor to
include such Product in its inventory. Ingram will determine, at its sole
discretion, the inventory stocking levels of Special Product and Whenever
possible, Ingram will add additional SKU's to its existing vendor lines.
Xxxxxx'x price to PC Connection for such Special Product will be in accordance
with Section 5.B, unless otherwise specified in this Agreement.
D. In the event Ingram does not carry a vendor line that PC Connection
requires, Ingram will make its best efforts to add the vendor to its Product
offering. Ingram reserves the right to carry inventory only on those Products or
vendor lines where PC Connection is able to provide accurate Product forecasting
and has acquired the necessary vendor authorization for resale from the
manufacturer. The price for any additional vendor lines will be calculated
according to Section 5.B.
E. Ingram will provide an on-site Ingram Purchasing Support Representative at
PC Connection's purchasing facility located in New Hampshire, for the purpose of
assisting PC Connection with account management including, but not limited to,
answering inquiries regarding price protection, Product allocation and other
agreed upon inventory management programs.
F. To enable PC Connection to more efficiently allocate Product from Ingram,
Ingram and PC Connection will work together to define and develop a Product
ordering program, known as the "Scheduled Ship Program". Upon implementation,
the Scheduled Ship Program will allow PC Connection to schedule orders with
Ingram up to ******* days in advance of Product shipment and will enable Ingram
to allocate Product for PC Connection ******** days before the expected ship
date. To enable Ingram to meet its Scheduled Ship Program obligations, PC
Connection will provide Ingram with accurate and timely inventory forecasts of
PC Connection's high velocity Products on a weekly basis.
-2-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
X. Xxxxxx and PC Connection agree to work together to further improve fill-
rates and inventory turns, and will implement mutually beneficial operating
efficiencies whenever possible.
4. Electronic Data Interchange ("EDI")
X. Xxxxxx will maintain a telecommunication line between PC Connection and
Xxxxxx'x distribution center at Xxxxxx'x expense. In addition, Ingram will
assist PC Connection in establishing an EDI link between PC Connection's New
Hampshire location and Xxxxxx'x Williamsville, New York location.
B. PC Connection will be eligible for EDI development funds ("EDI Funds") up
to ****** upon Xxxxxx'x approval of an EDI implementation plan to be developed
by both parties. Ingram will provide EDI Funds for the purpose of assisting PC
Connection with the development of EDI between Ingram and PC Connection.
C. PC Connection agrees to provide Ingram with accurate and verifiable
documentation of its EDI development costs on a monthly basis. Ingram will
reimburse PC Connection by check within the second month following the end of
Xxxxxx'x fiscal quarter and upon Xxxxxx'x verification of PC Connection's
reasonable and allowable EDI development costs.
D. Upon EDI implementation, both parties agree to transact business via the
following EDI transaction sets:
832 Price Catalog File (receive only)
846 Inventory Inquiry Advice (receive only)
850 Purchase Order (active upon implementation of purchasing system)
855 Purchase Order Acceptance (active upon implementation of purchasing system)
856 Shipping Advice (receive only)
E. The procedures governing EDI orders placed and accepted are set forth in
Exhibit B.
5. Pricing
A. All Product prices will be as shown in Xxxxxx'x on-line ordering system as
of the date of order. This pricing is offered in expectation that PC
Connection's total net sales during each one year term of this Agreement will
meet or exceed ************* and, upon execution of this Agreement, Ingram will
be designated the Primary
-3-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Source ("Primary Source") for PC Connection's distribution Products. As Primary
Source, Ingram will be the first contact and, subject to Product availability,
source for all of PC Connection's distribution needs. Ingram and PC Connection
will jointly review the volume commitment level at the end of the first year.
X. Xxxxxx'x price for PC Connection's Product purchases, will be Xxxxxx'x
replacement cost on the date of purchase, divided by the factor applicable to
the Product type. The Product type and factors will be as follows:
PRODUCT TYPE FACTOR
Software ****
Hardware ****
Accessory Product ****
Technical Product ****
X. Xxxxxx'x price for specialty Product purchases, including but not limited
to memory, license, books, some technical education and exclusives may not be
included in the above pricing.
D. In addition to the pricing above, Ingram will provide PC Connection with
vendor level pricing on each of the Product lines listed in Exhibit A. All
other vendor lines for which PC Connection is authorized will be subject to the
pricing referred to in Section 5.B and C of this Agreement. As manufacturer
costs change, Ingram cost may be adjusted to reflect such change.
E. PC Connection may seek pricing from sources other than Ingram in unique or
large bidding situations provided: (a) PC Connection gives Ingram the
opportunity to bid the final pricing obtained through such solicitation; and (b)
the business opportunity will be granted Ingram if Ingram meets such pricing
requirements.
X. Xxxxxx will notify PC Connection in writing of any increase to Product
prices which effect PC Connection's vendor level pricing shown Exhibit A.
Increases to vendor level pricing may occur due to changes in the amount of
Product discount a vendor provides Ingram.
G. In the event Ingram is notified by a manufacturer of a permanent price
reduction on the manufacturer's Product, and PC Connection has a quantity of
that Product on-hand and purchased from Ingram as of that date, Ingram will
provide pass-through price protection upon request by PC Connection if the
manufacturer so
-4-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
agrees. Ingram and PC Connection will jointly review PC Connection's top
Products in inventory each quarter, and in such cases where Ingram Does not have
an established price protection relationship with said Product manufacturers,
Ingram and PC Connection will work to develop such a relationship. Except for
the manufacturers listed in Exhibit D, Ingram will honor pass-through price
protection requests whenever possible.
H. To enable Ingram to meet its price protection obligations, PC Connection
will follow the procedures for requesting price protection as shown in Exhibit E
and will deliver accurate and current on-hand inventory reports to Ingram within
******* business days after Ingram notifies PC Connection of a permanent price
decrease. Upon receipt of PC Connection's request and confirmation of the
eligibility of the Products listed, Ingram will credit PC Connection's account
within ***** business days. Unless notified by Ingram within ******* days after
Ingram receives the request for price protection, PC Connection will assume that
price protection is granted and a credit memo will be issued by Ingram.
6. Shipping
A. PC Connection will pay the ground freight charges on any Product orders
shipped from Xxxxxx'x Chicago, Harrisburg and Memphis distribution centers.
B. If Products requested by PC Connection are unavailable in the local
Ingram warehouse at the time of order but available in another Ingram warehouse,
then Ingram will ship any lightweight Products (defined as single-box items
which are less than twenty-five (25) pounds)from Xxxxxx'x other warehouse to PC
Connection via second-day air freight carrier of Xxxxxx'x choice and at Xxxxxx'x
expense. Those Products designated as heavyweight Products (defined as single-
box items which meet or exceed twenty-five (25) pounds) shipped from any other
Ingram warehouse to PC Connection will be shipped through a ground freight
carrier of Xxxxxx'x choice with the freight charges paid by Ingram.
C. If PC Connection requests Product shipment by expedited carrier from any
Ingram warehouse for reasons other than listed in Section 6.B, the expedited
freight charges will be paid by PC Connection.
D. The freight and shipping terms offered to PC Connection in Section 6.B will
be reviewed by both parties ninety (90) days after the signing of this
Agreement. Should either party find the freight terms unsatisfactory, Ingram and
PC Connection will work together to determine a mutually acceptable alternative.
-5-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
X. Xxxxxx will ship all of PC Connection's Product orders F.O.B. origin
whether shipping directly to the address provided by PC Connection or to a PC
Connection warehouse. However, Ingram shall bear the risk of loss for all
shipments until the Product(s) reach the address listed on PC Connection's
purchase order.
7. Payment Terms
At the time of manual or electronic order, PC Connection must designate an
account number which corresponds to one of the two methods of payment offered by
Ingram to PC Connection, as shown below. PC Connection understands that its
choice of account number for an order will determine the payment method and
credit line availability for that order.
A. Net *** Program: Ingram will provide PC Connection with a credit line of
******** for Product purchases, which is subject to change according to the
results of a periodic review. Ingram will conduct a periodic review of the
adequacy of PC Connection's credit lines to ensure satisfaction to both parties.
All invoices will be due and payable **********days from the invoice date.
B. Early Pay Program: In addition to Section 0.X, Xxxxxx will provide PC
Connection with a credit line of ******* million for Product purchases, which is
subject to change according to the results of a review one (1) year after the
signing of this Agreement. PC Connection will receive a ********* Early Pay
Discount on all Product invoices based on the following: invoices accumulated
over ****** consecutive business days must be paid to Ingram so the average term
of payment on all such invoices is no more than ******* business days. Ingram
agrees to invoice PC Connection promptly to permit PC Connection to avail itself
of the Early Pay discount.
C. PC Connection's average monthly Days Sales Outstanding ("DSO") on their Net
*** account must be equal to or less than ******* days and will be calculated as
shown in Exhibit F.
D. When calculating PC Connection's monthly DSO, Ingram may reduce PC
Connection's accounts receivables balance by a total of ******** to compensate
for misshipments which may have occurred during that month. Misshipments will be
defined as veritably lost or short shipments, order entry errors, or wrong
Product shipped. PC Connection agrees to report each incident of misshipment to
Xxxxxx'x Customer Service Department within ****** business days of: (i)
receipt of the misshipment, or, (ii) the estimated time of shipment arrival
("Shipment ETA") requested by PC Connection and provided by Ingram at the time
of order.
-6-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
E. PC Connection will verify Product received against invoices within *****
business days from invoice date. Any discrepancies found will be deducted from
the invoice (DFI) and a debit memo created. PC Connection will not DFI until
********* **** days after Product leaves their dock for return to Ingram. Such
DFI's will be limited to short shipments, price variances, defectives and other
authorized returns. All debit memos submitted to Ingram must contain
information, including but not limited to quantity variance, SKU number,
quantity ordered, invoice number, Product price quoted and Product price
invoiced.
8. Returns
A. Subject to Xxxxxx'x approval prior to returning Products, PC Connection may
return any Products purchased from Ingram within *********** days after invoice
date for credit at the actual purchase price less any price protection, provided
that the total purchase price of all such stock balance returns does not exceed
**************** of all purchases during the preceding fiscal quarter (excludes
memory, mass storage Products and certain manufacturers specified in Exhibits C
and D). Stock balance returns which exceed ************ may be subject to a
**************** excess handling fee. All Products returned must be undamaged,
in the manufacturer's original packaging, in resalable condition and unused.
Ingram reserves the right to not accept Products if the manufacturer has placed
restrictions upon the return of Products as stated in Exhibits C and X. Xxxxxx
also reserves the right to not accept Products which are no longer in production
or which are produced or published by a manufacturer which is insolvent or which
has declared bankruptcy. PC Connection will pay the freight charges and bear all
risk of loss when returning Products to Ingram.
B. Within *********** days after the date of purchase from Ingram, PC
Connection may return, for its choice of either replacement or credit, those
Products found to be defective, provided PC Connection obtains Xxxxxx'x RMA
approval via telephone or fax prior to return. Ingram reserves the right to
require PC Connection to return defective Products directly to the Products'
manufacturer for replacement according to the manufacturer's defective Products
return policy as stated in Exhibit X. Xxxxxx will use its best efforts to
respond to PC Connection's direct RMA requests within ************ business day
dependent upon manufacturer's ability to respond in a timely manner.
C. In the event Ingram ships Product defined as misshipment in Section 7.D to
PC Connection, PC Connection will return the Product to Ingram via ground
freight F.O.B. destination and Ingram will credit PC Connection's account for
the freight costs upon receipt and verification of the returned Products. PC
Connection agrees to
-7-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
adhere to the returns request procedure outlined in Xxxxxx'x Catalog and Section
8 of this Agreement and will make requests for return freight credit within
****** days of invoice.
D. The stock balance terms offered to PC Connection will be reviewed by both
parties after ninety (90) days of the signing of this Agreement. Should either
party find this returns process unsatisfactory, Ingram and PC Connection will
work together to determine a mutually acceptable alternative.
X. Xxxxxx and PC Connection will work together to monitor PC Connection's
returns rate and will make adjustments as needed to the satisfaction of both
parties. Ingram will provide PC Connection with a monthly report of PC
Connection's returns rate performance.
9. Marketing
X. Xxxxxx will provide PC Connection one (1) Marketing Opportunity Forum
during the term of this Agreement. PC Connection will have the ability to
present, upon Xxxxxx'x approval and at Xxxxxx'x facility, marketing
opportunities to vendors they wish to pursue.
X. Xxxxxx will provide marketing services and pass-through co-op marketing
development funds ("MDF") on a case-by-case basis dependent upon each vendors'
offering. In addition, Ingram will work with PC Connection and its direct
vendors to provide MDF for Products purchased as a second source through
distribution.
C. For purposes of Product evaluation and upon request, Ingram will use its
best efforts to provide PC Connection free copies of Not For Resale ("NFIU")
software and hardware subject to availability and restrictions by the
manufacturer for such purpose. Whenever possible, Ingram will meet the
quantities of NFR Product requested by PC Connection. This offer will only apply
to those NFR Products which Ingram receives free and without charge from the
manufacturer. PC Connection will pay for any freight costs incurred for the
shipment of NFR Products from Ingram.
X. Xxxxxx will provide PC Connection with a dedicated marketing manager to
lend marketing support, assist PC Connection with customized marketing
opportunities, and provide notification to PC Connection of marketing and co-op
funds made available by Xxxxxx'x vendors.
-8-
X. Xxxxxx will provide PC Connection with advance notice of emerging
technologies and new Product launches whenever possible and will assist PC
Connection with new Product forecasting on an as-needed basis.
10. Technical Services And Support
Ingram will provide, to authorized PC Connection personnel only, free technical
support via its telephone support lines for the Products listed in Xxxxxx'x
Catalog. Under no circumstance will Ingram be obligated to provide any technical
support to PC Connection's customers.
11. Reporting
A. PC Connection agrees to provide Ingram with accurate and timely Product
inventor forecasts on a weekly basis to enable both parties to maximize their
collective operational and forecasting efficiencies. This reporting will be used
when PC Connection requests that Ingram add a vendor line as outlined in Section
3.D and for the Scheduled Ship Program as described in Section 3.F.
B. In addition to the EDI reporting provided in Section 4.D, Ingram will work
with PC Connection to furnish the customized electronic or printed reports as
listed below:
Daily: Backorder Report/File
Price Change File
Weekly: New Products Summary
Promo Pak
Monthly: Top 50 Vendors Report
Sales By Vendor By SKU - MTD & YTD
Marketing Development Funds Usage Report
X. Xxxxxx and PC Connection will maintain an electronic Parts Cross-Reference
File to be transmitted once a week from PC Connection to Ingram for the purpose
of ensuring data integrity with Product ordering, P.O. placement and order-
related processes between both parties.
X. Xxxxxx will maintain a daily electronic bulletin board Price Change File to
ensure pricing data accuracy between Ingram and PC Connection. Ingram may
periodically update the file format to maintain transmission and quality
standards.
-9-
12. TERM AND TERMINATION
This Agreement will commence on the date of the last signature set forth below
and will continue for two (2) years. Either party may terminate this Agreement
without cause by giving one hundred eighty (180) days advance written notice to
the other party. Ingram may terminate this Agreement immediately for cause upon
written notice, which notice will include a ten (10) day opportunity to cure.
13. CONFIDENTIALITY
This Agreement is and contains confidential information, and as such will not be
disclosed to any third party without the express written consent of both
parties. The parties agree to disclose the terms and conditions of this
Agreement only to their respective personnel with a need to know.
14. NOTICES
All notices and other communications relating to this Agreement or its terms
will be in writing and mailed via first class United States Postal Service,
certified or registered with return receipt requested or via facsimile. All
notices so mailed will be deemed received two (2) days after postmark date and
facsimiles will be deemed received upon notification of successful transmission.
15. ENTIRE AGREEMENT
This Agreement (including any Exhibits and Addenda) constitutes the entire
Agreement between the parties regarding the resale of Product, and will cancel,
terminate, and supersede any and all previous agreements, proposals,
representations, or statements, whether oral or written. The terms of this
Agreement will supersede the terms of any invoice or purchase order issued by
either party. Any modifications of this Agreement must be in writing and signed
by an authorized representative of each party.
16. GOVERNING LAW
This Agreement will be deemed made in the State of California and will be
governed by and construed in accordance with California laws, excluding its
conflicts or choice of law rule or principles which might refer to the law of
another jurisdiction.
-10-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
17. Headings
This Agreement may be executed in any number of original counterparts, each of
which when executed and delivered will be deemed to be an original and all of
which taken together will constitute but one and the same instrument. Headings
in this Agreement are included for convenience of reference only and will not
constitute a part of this Agreement for any other purpose.
18. Indemnity
Ingram shall indemnify and hold PC Connection harmless from and against any
actions, claims, and damages resulting from product liability, breach of
warranty, or infringement of an intellectual property right, but only to the
extent that Ingram has been granted rights of indemnity from the manufacturer or
publisher whose product is the subject of the underlying action, the intent of
this provision being to pass through any liability to the manufacturer or
publisher.
This Agreement will be effective as of October 30, 1997.
"PC Connection" "Ingram"
By: /s/Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxx
(Officer of the Company) (Officer of the Company)
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx
(Please print or type) (Please print or type)
Title: Vice President, Product Mgmt. Title: Vice President of NMA
-11-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT A
VENDOR LEVEL PRICING
VENDOR VENDOR INGRAM COST
NUMBER NAME COST DIVIDED BY
1153 3COM *****
1047 ADOBE *****
7520 ADOBE UNIX *****
1280 BORLAND *****
7474 COREL CORPORATION *****
7497 COREL CORPORATION *****
7498 COREL CORPORATION *****
7499 COREL CORPORATION *****
1397 COREL SYSTEMS *****
7951 COREL WORDPERFECT *****
1460 XXXXXX MANUFACTURING CO *****
1138 KINGSTON TECHNOLOGY *****
1674 KINGSTON TECHNOLOGY *****
7968 LINOTYPE-HELL *****
2495 MICROSOFT BACKOFFICE *****
2786 MICROSOFT CONSUMER PRODUCTS *****
2500 MICROSOFT CORPORATION *****
5118 MICROSOFT INPUT *****
3018 MICROSOFT MOLP *****
3124 MICROSOFT MOLP ACADEMIC *****
0000 XXXX XXXXXXXXXXX XX XXXXXXX *****
3882 U.S. ROBOTICS *****
3865 VERBATIM CORPORATION *****
3662 WESTERN DIGITAL *****
NOTE:
All prices are subject to change without notice. As manufacturer costs change,
Xxxxxx'x price to PC Connection may be adjusted to reflect such change.
-12-
EXHIBIT B
ELECTRONIC DATA INTERCHANGE
A. Documents/Standards
1. Each party may electronically transmit to or receive from the other
party any of the transaction sets listed in the Appendix 1 attached
hereto and incorporated by reference and transaction sets which the
parties by written agreement add to Appendix 1 (collectively
"Documents"). Any transmission of data which is not a Document shall
have no force or effect between the parties. All Documents shall be
transmitted in accordance with the standards set forth in Appendix 1.
2. Third Party Service Providers
a. Documents will be transmitted electronically to each party
either, as specified in Appendix 1 directly or through any
third party service provider ("Provider") with which either
party may contract. Either party may modify its election to
use, not use or change a Provider upon 30 days prior written
notice.
b. Each party shall be responsible for the cost of any Provider
with which it contracts, unless otherwise set forth in the
Appendix 1.
c. Each party shall be liable for the acts or omissions of its
Provider while transmitting, receiving, storing, or handling
Documents, or performing related activities for such party;
provided, that if both the parties use the same Provider to
effect the transmission and receipt of a Document, the
originating party shall be liable for the acts or omissions of
such Provider as to such Document.
3. System Operations
Each party, at its own expense, shall provide and maintain the
equipment, software, services and testing necessary to effectively
and reliably transmit and receive Documents.
-13-
4. Security Procedures
Each party shall properly use those security procedures, including
those specified in Appendix 1, if any which are reasonably sufficient
to ensure that all transmissions of Documents are authorized and to
protect its business records and data from improper access.
5. Signatures
Each party shall adopt as its signature an electronic identification
consisting of symbol(s) or code(s) which are to be affixed to or
contained in each Document transmitted by such party ("Signatures").
Each party agrees that any Signature of such party affixed to or
contained in any transmitted document shall be sufficient to verify
such party originated such Document. Such electronic signature can
consist of our DUNS number or any other mutually agreed upon ID.
Neither party shall disclose to any unauthorized person the
Signatures of the other party.
B. Transmissions
1. Proper Receipt
Documents shall not be deemed to have been properly received, and no
Document shall give rise to any obligation, until accessible to the
receiving party at such party's Receipt Computer designated in
Appendix 1.
2. Verification
Upon proper receipt of any Document, the receiving party shall
promptly and properly transmit a functional acknowledgment in return,
unless otherwise specified in Appendix 1. A functional acknowledgment
shall constitute conclusive evidence a Document has been properly
received.
3. Acceptance
If acceptance of a Document is required by Appendix 1, any such
Document which has been properly received shall not give rise to any
obligation unless and until the party initially transmitting such
Document has properly received in return an Acceptance Document (as
specified in Appendix 1).
-14-
4. Garbled Transmissions
If any transmitted Document is received in an unintelligible or
garbled form, the receiving party shall promptly notify the
originating party (if identifiable from the received Document) via
telephone. In the absence of such a notice, the originating party's
records of the contents of such Document shall control.
C. Transaction Terms
1. Transactions (and any related communication) governed by this
Agreement also shall be subject to the terms and conditions included
on each party's standard printed applicable forms attached to or
identified in Appendix 1 as the same may be amended from time to time
by either party upon written notice to the other. The parties
acknowledge that the terms and conditions set forth on such forms may
be inconsistent, or in conflict, but agree that any conflict or
dispute that arises between the parties in connection with any such
Transaction will be resolved as if such Transaction had been effected
through the use of such forms. The terms of this Agreement however
shall prevail in the event of any conflict with any other terms and
conditions applicable to any Transaction.
2. Validity/Enforceability
a. This Agreement has been executed by the parties to evidence
their mutual intent to create binding purchase and sale
obligations pursuant to the electronic transmission and receipt
of Documents specifying certain of the applicable terms.
b. Any Document properly transmitted pursuant to this Agreement
shall be considered, in connection with any Transaction, any
other written agreement described in Appendix 1, or this
Agreement, to be a "writing" or m writing"; and any such
Document when containing, or to which there is affixed, a
Signature ("Signed Documents") shall be deemed for all purposes
(a) to have been "signed" and (b) to constitute an "original"
when printed from electronic files or records established and
maintained in the normal course of business.
c. The conduct of the parties pursuant to this Agreement,
including the use of Signed Documents properly transmitted
pursuant to this Agreement, shall, for all legal purposes,
evidence a course of dealing and a course of performance
accepted by the parties in
-15-
furtherance of this Agreement, any Transaction and any other
written agreement described in Appendix 1.
d. Without waiving other defenses either party may have, the
parties agree not to contest the validity or enforceability of
Signed Documents under the provisions of any applicable law
relating to requirements for certain agreements to be in
writing or signed by the party to be bound thereby in order to
be valid or enforceable. Signed Documents, if introduced as
evidence on paper in any judicial, arbitration, mediation or
administrative proceedings, will be admissible as between the
parties to the same extent and under the same conditions as
other business records originated and maintained in documentary
form. Neither party shall contest the admissibility of copies
of Signed Documents under either the business records exception
to the hearsay rule or the best evidence rule on the basis that
the Signed Documents were not originated or maintained in
documentary form.
-16-
APPENDIX 1
STANDARDS
ANSI ASX X.12 (American National Standards Institute, Accredited Standards
Committee X.12)
Selected Standards include, as applicable, all data dictionaries, segment
dictionaries and transmission controls referenced in those standards but include
only the Transaction Sets listed in the DOCUMENTS Section of this Appendix
---------
below.
DOCUMENTS
---------
ACCEPTANCE DOCUMENT
Verification Acceptance Document Name
Transaction Document Name or Required Required Transaction or
Set # Description (Y/N) (Y/N) Set # Description
850 Purchase Order Yes Yes 855 P/O Acceptance
997 Functional No No N/A N/A
Acknowledgement
855 Purchase Order Yes No N/A N/A
Acceptance
856 Shipping Advice Yes No N/A N/A
810 Invoice Yes No N/A N/A
820 Payment Yes No N/A N/A
832 Price/Sales Yes No N/A N/A
Catalog
852 Product Activity Yes No N/A N/A
Data
-17-
EXHIBIT C
MANUFACTURERS' POLICIES AND WARRANTIES
Certain manufacturers require prior approval for defective returns and may also
have policy stipulations that the customer must follow prior to returning
defective product. Some manufacturers may also require that the customer obtain
a vendor's Return Merchandise Authorization from them prior to returning the
defective product. The manufacturers and their policies are listed below for
your convenience.
REFER DIRECT TO VENDORS
Y= Yes * See last column for details YPH = Yes Purchase History UPDATED as of
April 10, 1997
-----------------------------------------------------------------------------------------------------------------------------------
EXCEPTIONS &
IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL ADDITIONAL
VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER VENDOR
NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS
-----------------------------------------------------------------------------------------------------------------------------------
1139 ADIC Y 000-000-0000
4739, 2015 ALLIED TELESYSN Y 800-428-4835 Refer Direct. No
open box returns.
7093 APPLE/EXPORT Y 000-000-0000 No stock
balancing on this
Vendor ID.
No defective
returns
through IM.
7455 ASCEND COMM Y 000-000-0000 Refer Direct. No
open box returns.
5067 BANYAN Y 000-000-0000 Refer Direct. No
open box returns.
9109, 2417 CALCOMP/DEMOS Y 000-000-0000 Refer Direct for
all reasons.
6253 CISCO Y 000-000-0000
3797 COMPAQ Y 000-000-0000
LATIN AMERICA
3126 CREATIVE LABS Y 405-742-6622 Refer Direct. No
OEM open box returns.
3368 DATA PRODUCTS *Y 000-000-0000 *Printers are
Refer Direct.
2278 FARGO Y 000-000-0000 Vendor RA
ELECTRONICS required on
printers.
2314 GCC Y 000-000-0000
TECHNOLOGIES
1614, 3696 HEWLETT Y 000-000-0000 30 day stock
PACKARD balance returns.
6045 IBM/AAP Y 000-000-0000
3118 IBM MEMORY Y 000-000-0000 Refer direct for
DOA and
defective
returns.
1889, 2374 IBM SYSTEMS *Y 000-000-0000 *Defective
options may be
1634, 2634 returned for 90
9092 days.
2101 IBM TERMINALS Y 000-000-0000
7425 INFOCUS Y 000-000-0000
7051 JES HARDWARE Y 800-482-1866
SOLUTIONS
7090 LUCENT Y 000-000-0000 Refer Direct. No
TECHNOLOGY open box returns.
1252, 9768 XXXXX NETWORKS Y 000-000-0000
-18-
EXHIBIT C, Continued
REFER DIRECT TO VENDORS
Y= Yes * See last column for details YPH = Yes Purchase History UPDATED as of
April 10, 1997
-----------------------------------------------------------------------------------------------------------------------------------
EXCEPTIONS &
IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL ADDITIONAL
VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER VENDOR
NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS
-----------------------------------------------------------------------------------------------------------------------------------
2358-44 MICRONET TECH. Y 714-453-6000 Stock balance -
?665, 1381 30 days.
?288 Vendor RA
Required.
?788, 5858 MICROSOFT OEM Y 000-000-0000 HARDWARE
000-000-0000 SOFTWARE
?358 MICROTEST Y 000-000-0000
?787 NANAO Y 000-000-0000
?688 NETWORK Y 000-000-0000 Refer Direct. No
PERIPH. open box returns.
?542 PLAINTREE Y 000-000-0000
?354 QUARK Y 000-000-0000 Stock balance -
30 days.
?474, 4858 RADIUS Y 000-000-0000 Refer Direct for
??59 Ext 3 Systems.
?217 SANTA XXXX Y 000-000-0000
?239, 2167
?296 SEIKO Y 000-000-0000
?327 SHIVA CORP Y 000-000-0000 Preclearance
thru Vendor.
?578 SOFTDESK Y 000-000-0000 Refer Direct.
RETAIL No open box
returns.
?915,5926 SUN Y 000-000-0000
?927
?755 SYNCRONYS Y 000-000-0000
?775 TELEBIT Y 000-000-0000
-19-
OTHER VENDOR POLICIES
Y = Yes * See last column for details YPH = Yes Purchase History
----------------------------------------------------------------------------------------------------------------------------------
IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL EXCEPTIONS &
VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER ADDITIONAL VENDOR
NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS
----------------------------------------------------------------------------------------------------------------------------------
5005 APRICORN * 800-458-5448 *Certain SKUs may be
refer direct.
1374 ACER AMERICA * 000-000-0000 *Only Altos servers are
refer direct.
1054 ADAPTEC 000-000-0000 Y-1 year Y --
1976, 7, 81 APPLE 000-000-0000 Y-30 Y-30 Y YPH 30 day return on DOA then
days days warranty repair.
2258, 2381 Provide DV number.
1077, 1913 ARTISOFT 000-000-0000 Y 30 day money back
guarantee.
1338, 1344 CALCOMP * 000-000-0000 *Satisfaction guaranteed
for 30 days.
30 Days for defective
returns.
1843 No stock balancing--
several SKUs.
3672 CENTON * 000-000-0000 Y-30 *Cross shipment within
days 30 days. Over 30 days
requires Vendor approval.
1655 CHEYENNE 000-000-0000 Y-60 60 day money back
days guarantee.
2979, 3974 COMPAQ 000-000-0000 30 day DOA only.
1708 CREATIVE LABS * 405-742-6622 Y-30 DOA/NEVER BEEN USED ONLY!
days 30 DAY ONLY. After 30
days, refer to repair.
1595 DIGI INTERNATIONAL 000-000-0000 Y-30 days
1226 DRESSELHAUS 000-000-0000 Y-60 Y-60 Y 60 day return on
days days defective or DOA.
No incomplete items
accepted.
3861 EXABYTE * 800-392-2983 *30 day stock balance and
defective returns.
After 30 days, contact
vendor directly.
2657 FUJITSU DISK DR. 000-000-0000 Y-30 YPH 30 day return only. Must
days have SN verified.
2311 FWB INC. 000-000-0000 Y-30 30 day defective returns,
days then refer to vendor.
1978, 1916 GENICOM 000-000-0000 15 day try it program.
ALL HEWLETT * *Discontinued Defective &
PACKARD Stock Balance goods will
not be accepted.
2061 HITACHI AMERICA 000-000-0000 Y-30 days
2123, 2125 INTEL 000-000-0000 PRODUCT MUST BE COMPLETE.
2238, 1151 UNITS WITH BURNT OR BROKEN
PARTS ARE NON-RETURNABLE.
1589, 2613 KODAK * 000-000-0000 DOA ONLY (No Power).
"No missing product".
1445, 2267 LEXMARK/IBM 000-000-0000 Y-30 YPH EXCEPTION: DOA only
days (no power).
Others are warranty service.
7968 LINOTYPE-HELL * 000-000-0000 30 day defective returns
from invoice, then refer to
vendor. No open box returns.
3249 LOTUS PASSPORT * 000-000-0000 *See Software Licenses below.
2672 MAXTOR CORP. 000-000-0000 30-day return on defective.
2182 MEREDIAN DATA * 000-000-0000 *Some SKUs may be refer
direct.
2285 MICROPOLIS 000-000-0000 30 day returns only.
-20-
OTHER VENDOR POLICIES
Y = Yes * See last column for details YPH = Yes Purchase History
----------------------------------------------------------------------------------------------------------------------------------
IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL EXCEPTIONS &
VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER ADDITIONAL VENDOR
NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS
----------------------------------------------------------------------------------------------------------------------------------
2499 MICROSOFT * 000-000-0000 *Non Resaleable returns
over 1.5% of sales will
be subject to fee.
3018 MICROSOFT MOLP * 000-000-0000 *See Software Licenses
below.
2665-66 MITSUBISHI 800-446-6866 Y-30 Y-30 Y DOA 30-days to IM, then
days days refer direct.
2668 000-000-0000 Stock balance for
30 days only.
NEC * 000-000-0000 Y-30 Y-30 Y Y MUST have receipt.
TECHNOLOGIES days days Accessories are returnable
2700 Printers to IM for 1-year.
2710 Monitors PRINTERS & MONITORS
2712 Optical after 30 days are
2705 CPUs VENDOR DIRECT.
3569 Laptops
2860, 1, 2 PANASONIC 000-000-0000 Y-30 Y-30 Y Must have original
2090 days days packaging defective
only within 30 days.
2919 PINNACLE MICRO 000-000-0000 *Some items might be
Refer Direct.
2627 PLEXTOR 000-000-0000 *Some items might be
Refer Direct.
7461 PROMISE * 000-000-0000 *Some items might be
TECHNOLOGY Refer Direct.
1638 QMS * 000-000-0000 *Some items might be
x 1352 Refer Direct.
2857, 1865 QUANTUM * 000-000-0000 Y-30 Y-30 *After 30-days MUST
days days RETURN DIRECT.
1349, 2281 30 day stock balance
returns.
1467, 2086 SAMSUNG 000-000-0000 Y-45 Y-45 Y Include 45 day IM or
days days end-user receipt.
1277, 1278 SEAGATE * 800-468-DISC Y-30 YPH *Repair only after first
TECHNOLOGY days 30 days. Must have drive
box. *Controllers have
1 yr return. 30 day
stock balance return.
1133 STANDARD * 800-SMC-4YOU *30 day defective returns.
MICRO SYSTEMS 000-000-0000
3265, 1993 STORAGE 000-000-0000 Y-30 Y-30 30 day returns.
3267, 3266 DIMENSIONS days days
2782 TEAC * 000-000-0000 HD + CD - 30 Day Return.
FD 1 year Return.
1108, 1866 TEXAS * 000-000-0000 Y* Y-30 *30 days defective return
INSTRUMENTS days on notebooks and printers
2777 with enduser receipt.
Charge for toner in printer.
3743 TOSHIBA DISK * 000-000-0000 *30 day stock balance and
defective returns.
After 30 days, contact
vendor directly.
0000 XXXX 000-000-0000 All software must be
incl in scanner returns.
-21-
EXHIBIT C, Continued
OTHER VENDOR POLICIES
MASS STORAGE PRODUCTS SEAGATE
Stock Balance and Defective mass DOA product may be returned for 30 days
storage products are limited to a from date of IM sales for credit or
30 day return from date of purchase. replacement. After 30 days, repair only
through Seagate. Must have verification
that serial number falls within the
MEMORY PRODUCT warranty period. Drives must be
Defective returns for replacement returned in Seagate approved packing.
only within 30 days of purchase.
Stock balance may be done within
the first 30 days of purchase with SOFTWARE LICENSES
pricing to be the lowest price Contact the Xxxxxx Micro Partners
between current price and price paid. Representative regarding returns
policies for all software licenses
purchased through the Xxxxxx Micro
CONFIGURATION PRODUCTS Partners Desk.
Product configured is subject to
Vendor policy. Defective components
may be repaired within 30 days OEM DIVISION
contingent upon Vendor policy. No No stock balancing and returns allowed.
stock balance returns. Some defective returns may be referred
to vendor.
MICROSOFT
Non resaleable returns maybe subject
to fees when returns are over 1.5%
of sales.
Vendor information is subject to change without notice.
-22-
EXHIBIT C-1
MANUFACTURER REFER DIRECT
POLICIES AND WARRANTIES
Ingram reserves the right to not accept Product returns if the
manufacturer/vendor has placed restrictions upon the return of Product. The
following manufacturers/vendors adhere to such guidelines:
Vendor Vendor Phone
Number(s) Name Number Additional Notes
1338, 1344, 1843 Calcomp 000-000-0000 Refer Direct for Plotters Only
2417 Calcomp Plotters 000-000-0000
2278 Fargo Electronics 000-000-0000 Vendor RA required on printers
2172, 1914, 2170, 2171 Informix Database 000-000-0000
2538, 2544, 1665, 1381, 2288 Micronet Tech 714-453-6000 Xxxxxx Micro invoice required -- 30 days
3018 Microsoft MOLP 000-000-0000 No returns thru Xxxxxx Micro.
2532, 2546 Microtek Lab 000-000-0000 Lasers are Refer Direct. Can take others
within 30 days. Must return software.
1952 Motorola/UDS 000-000-0000
2600, 2601, 2602 Mountain Network 000-000-0000 Xxxxxx Micro invoice required -- 30 days.
Serial # must match on unit & RMA.
Xxxxxx Micro preclearance.
3787 Nanao
2919 Pinnacle Micro 000-000-0000 Vendor RA required
1354 Quark 000-000-0000 Stock Balance 30-days
Notes:
This list is subject to change without notice.
-23-
EXHIBIT D
The following manufacturer/vendors do not offer pass-through price protection
under any circumstances:
0X Xxx
Acer Panamax
Adaptec Parana
ADI Perfect Data
Advanced Gravis Pinnacle Micro
Artisoft Polaroid
Ati Technologies Proteon
Bay Networks QMS
Belkin Quantum
Brainworks Reactor
Canon Server
Cisco XX Xxxxx
Cogent Sony
Colorado Memory Sony Computer Peripherals
CTX Toshiba -- Disk
Cyrix Touchstone
Diamond Verbatim
Digital Products Viewsonic
Digital Vision Wordperfect
EFI
FWB
Global Village
Xxxxx (Practical Peripherals)
Hewlett (and HP Networking)
IBM -- Storage
IBM -- Terminals
Informix
Intel
Intellimedia Sports
Intuit
Keytronic
Kingston
Kodak
Xxxxx Networks
Maxell
Megahertz
Memorex
Milan
Micropolis
Mountain
Newpoint
Nikon
Novell
Notes: This list is subject to change without notice.
-24-
EXHIBIT E
XXXXXX MICRO PRICE PROTECTION REQUEST
INVENTORY CERTIFICATION FORM
Return this form to Xxxxxx Micro Customer Service, 0000 X. Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, XX 00000-0000 or fax documentation to (000) 000-0000 for Branches 10
and 50 or (000) 000-0000 for Branches 20, 30, 40, 60, and 70.
----------------------------- -----------------------------------
Dealer Name Customer Number
----------------------------- -----------------------------------
Address Store Number
----------------------------- -----------------------------------
City, State and Zip Code Contact Name
----------------------------- -----------------------------------
Telephone Number Fax Number
--------------------------------------------------------------------------------
VENDOR NAME:
--------------------------------------------------------------------------------
Xxxxxx Micro Product Credit Amount
Quantity Part Number Description (Xxxxxx Micro Use)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please attach additional Xxxxxx Micro Part Number). One vender per form please.
DEALER CERTIFICATION
I certify that the above inventory was on-hand and/or in transit as of the close
of business on the date below. I will retain records for six (6) months to
substantiate these inventory levels and will allow the manufacturer access to my
premises to inspect current physical inventory and records at the manufacturer's
discretion.
----------------------------- -----------------------------------
Authorized Signature (Required) Title
----------------------------- -----------------------------------
Print Name Date
-25-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Note: This certification must be completed and submitted to Xxxxxx Micro
Customer Service within *************** business days of manufacturer's
price decrease.
--------------------------------------------------------------------------------
Xxxxxx Micro Use Only:
-------------------------------------- ------------------------------------
Customer Service Representative's Name Approvals
-------------------------------------- ------------------------------------
Reference Number Amount
-------------------------------------- ------------------------------------
Date
-26-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT F
PC CONNECTION
DAYS SALES OUT ("DSO") CALCULATION
Ingram will calculate PC Connection's DSO, as follows:
PC Connection's ********************************************
*************************** (equals the ************ balance)
*********************** (equals the******************************* sales)
*********************** number of days in the prior month (equals the number of
days remaining)
****** the number of days in the current month
Equals the DSO expressed in days.
Example:
***** bal **** Sales
********* - *********
----------------------- # days in days days in
******** Sales Remaining **** prior month remaining curr. month DSO
********* = **** ** 28. = 3.44 ** 28. = ******
PC Connection's DSO accounts receivable number may be adjusted as compensation
for verifiable misshipments, as set forth in Section 5.D of this Agreement.
-27-
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
XXXXXX
MICRO
AMENDMENT #1 August 29, 1997
Resale Agreement Confidential
XXXXXX MICRO INC. ("Ingram") and PC CONNECTION ("PC Connection") hereby agree to
amend their mutual Resale Agreement, including any subsequent Amendments, as
follows:
1. Add the following to Section 8:
8.F. During the term of this Agreement, PC Connection may request a Product
return for buyback at PC Connection's invoice price in an amount not to
exceed $******** after fees have been applied. All Product must be
returned in resalable condition and will be subject to Xxxxxx'x review and
approval as well as the terms and conditions of Xxxxxx'x Buyback Agreement
when signed. PC Connection may split this buyback into various increments
so long as the total Product is returned prior to the expiration of this
Agreement.
Agreed to as of this 30 day of October 1997
"PC Connection" "Ingram"
By: /s/Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxx
(Officer of the Company) (Officer of the Company)
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx
(Please print or type) (Please print or type)
Title: Vice President, Product Mgmt. Title: Vice President of NMA
-28-
