STRATTEC
AGREEMENT
AGREEMENT dated as of November 1st 1994 between Strattec
Security Corporation, A Wisconsin Corporation ("Strattec") and
Optek Technology Inc. a Delaware Corporation ( the Company ).
WHEREAS the Company desires to sell to Strattec and Strattec
desires to purchase from the Company certain commodities or
products as described herein;
NOW, THEREFORE in consideration of the premises and mutual
covenants contained herein, the parties hereby agree as follows:
1. SUPPLY OBLIGATION. Subject to the terms and conditions of
this Agreement the Company shall supply the following defined
commodities or products (the "Products") to Strattec, and of
Strattec design or designed by Company specifically for Strattec
shall sell such Products to no one else during the Contract
Period:
Production and/or Pre-production Components:
*
2. CONTRACT PERIOD: The term of this Agreement (the
"Contract Period") shall be as follows
For the life of the programs, or six (6) years from production
start for each sensor, individually.
3. PURCHASE OBLIGATION. During the Contract Period,
Strattec shall purchase the following quantities of the Products:
*
4. PRICES. The prices which the Company shall charge
Strattec for the Products shall be as follows:
Unit Price
*
Price reduction of * and * Programs * The * price reductions
(compounded each year) in * are based upon the volume of units
quoted being delivered in the previous Model year. In the event
that the minimum volume is not achieved in the previous year, the
unit price will remain unchanged (same as previous year). If the,
minimum volume is met in the subsequent year, the next years
price will be reduced * from its current year. Pricing subject to
change upon Strattec customer design changes.
AN "*" HEREIN INDICATES THAT INFORMATION FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
5. SHIPPING. The Company shall at its cost, pack and/or
prepare all of the Products for shipment by the usual and
customary method of shipment for such Products. At Strattec's
request and expense, the Company shall ship each Strattec order
for a Product by alternative means and to such location as
Strattec shall request reasonably in advance of the shipment
date. All terms for, and shipments of, the Products to Strattec
will be as follows:
F.O.B. Optek shipping point (Carrollton, Texas, Xxxxxx, Mexico,
El Paso, Texas)
6. TERMS OF PAYMENT. The terms of payment for all of the
Products sold to Strattec hereunder shall be:
Net thirty (30) days, from date of invoice
7. OTHER TERMS & CONDITIONS. All purchases of Products
hereunder shall be subject to Strattec's standard terms and
conditions for suppliers as set forth in the attached "Terms and
Conditions" and incorporated herein. To the extent not
inconsistent with the provisions of this Agreement, the purchase
of Products hereunder shall be governed by individual Strattec
purchase orders.
Minimum Volume Penalty:
In the event that the annual product rate falls below the minimum
quoted volume, a xxxx back will be calculated based upon * per
unit shipped, in the effected Model year.
Variation in component cost for items purchased from Packard
Electric Division (General Motors Corporation) will result in
pricing adjustment over the term of this quotation
Company requires * days advance notice from scheduled ship date
to reschedule products herein
Strattec agrees to purchase * of the herein products from Optek
8. COMPANY CAPACITY AVAILABLE TO STRATTEC. The Company
shall make available at the request of Strattec the following
minimum capacity of the Products during the Contract Period:
pieces Annually
*
The capacities listed are based on equipment purchased and
manufacturing on two (2) shifts per day, 240 days per year.
9. QUALITY. The Company will assure the quality and
reliability of the Products in accordance with the provisions of
the Strattec Supplier Manual.
10. OTHER PROVISIONS.
a) OBLIGATION AFTER TERMINATION. For Products designed
by Strattec or by Company specifically of Strattec, Company shall
for the reasonable period specified below (if any be specified)
after the contract period has terminated, sell such Products
exclusively to Strattec and shall refer all aftermarket sales and
service customers of such Products to Strattec:
Optek agrees to supply the sensors for service requirements for
an indefinite period of time. In the unlikely event that these
sensors would not be manufacturable, Optek will offer Strattec a
last time buy with a notification of six (6) months.
b) PRIOR AGREEMENTS. This Agreement becomes effective
upon the beginning of the Contract Period, and replaces and
supersedes all prior agreements between Strattec and the Company
regarding the Products.
c) Intellectual Property - Inventions made during the
development of these products or the term of this agreement will
belong to the company/person making such invention. In the event
of a joint invention, the companies shall apply for and share in
any resultant patents.
COMPANY: SUPPLIER:
Strattec Security Corporation OPTEK Technology, Inc.
0000 X. Xxxx Xxxx Xxxx 0000 Xxxx Xxxxxx Xxxx
X.X. Xxx 000 Xxxxxxxxxx, Xxxxx 00000
Xxxxxxxxx, XX 00000-0000
(000) 000-0000 (000) 000-0000
Telephone Number Telephone Number
(000) 000-0000 (000) 000-0000
Fax Number Fax Number
Xxx Xxxxxxx Xxx Xxxxxxxx
Name of Representative Name of Representative
Production Control
and Materials Manager Regional Sales Manager
Title Title
/s/ Xxxxx Xxxxxx /s/ Xxx Xxxxxxxx
Signature Signature
2/17/95 February 16, 1995
Date Date
Xxxxx Xxxxxx
Buyer
