Reseller Agreement
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1996 RESELLER AGREEMENT
SONY BUSINESS AND PROFESSIONAL PRODUCTS GROUP
SONY ELECTRONICS INC.
ARTICLE I PARTIES TO THIS AGREEMENT
This Agreement is entered into and is effective as of the first day of April,
1996 ('Effective Date') by and between:
Sony Business and Professional Products Group All Communications Corporation
Sony Electronics Inc. and DBA:
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(hereinafter referred to as the 'Division') (hereinafter referred to as the 'Reseller')
ARTICLE II PREMISES OF THIS AGREEMENT
WHEREAS, the Division is engaged in the sale and distribution (or, in the case
of software, license) throughout the United States of various electronic
products, related accessories and software and, in addition to its own marketing
efforts, desires to secure the facilities of persons or firms capable of selling
such items on a non-exclusive basis in the United States subject to the terms
and conditions of this Agreement; and
WHEREAS, the Reseller desires and is willing to sell (or, in the case of
software, license) such products, accessories and software and represents that
it is capable of providing the necessary facilities therefor.
NOW THEREFORE, by reason of the foregoing premises and in consideration of the
mutual covenants hereinafter set forth, the parties agree as follows.
ARTICLE III THE TERM AND DEFINITIONS
(a) Term: This Agreement shall commence as of the Effective Date and expire on
March 31, 1997 (the 'Term') unless earlier terminated in accordance with Section
11.0 of Article IV.
(b) Products: The term 'Product(s)' refer(s) to those products, accessories and
software of the Division which the Reseller is authorized to purchase and resell
(or, in the case of software, license) pursuant to each Schedule of this
Agreement.
(c) Schedules: Each Schedule of this Agreement identifies those Products which
the Reseller is authorized to purchase and resell (or, in the case of software,
license), and contains terms and conditions regarding those Products which may
be in addition to or different from the General Terms and conditions set forth
in Article IV. The Customers, the Territory and other requirements may vary from
Schedule to Schedule. The following Schedules are attached to and incorporated
in this Agreement:
VIDEOCONFERENCING SYSTEMS ROLLABOUT
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(d) GENERAL DEFINITIONS:
The term 'Business Location' refers to the Reseller's address in Article I above
to which all communications including bulletins and notices hereunder are sent
and such other locations as provided in any incorporated Schedule.
The term 'Customer(s)' refer(s) to those third parties to whom the Reseller is
authorized to resell Products pursuant to the Customer definition set forth in
each Schedule.
The term 'Sale' or 'Resale' (in any tense or form) whenever used in this
Agreement shall mean license in the case of software Products.
The term 'Territory' refers to the geographical area identified in each
Schedule. In any Schedule, a smaller geographical area may also be designated as
a 'Primary Area of Responsibility' to which additional obligations may be
related.
ARTICLE IV GENERAL TERMS AND CONDITIONS
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SECTION 1.0: APPOINTMENT
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1.1 APPOINTMENT: The Division hereby appoints the Reseller for the Term hereof,
on a non-exclusive basis, to sell and promote the sale of the Products to the
Customers in the Territory, subject to the terms and conditions of this
Agreement and any additional and/or different terms and conditions set forth in
each Schedule. The Division may, in its sole discretion, appoint additional
resellers and/or other types of resellers in the Territory and/or sell the
Products directly or indirectly to the Customers.
1.2 STATUS AS INDEPENDENT CONTRACTOR: The relationship establishment between the
Division and the Reseller by this Agreement is that of a vendor to its vendee
and nothing herein contained shall be deemed to establish or otherwise create a
relationship of principal and agent between the Division and the Reseller. The
Reseller represents that it is an independent contractor who will not be deemed
an agent of the Division for any purpose whatsoever and neither the Reseller nor
any of it agents or employees will have any right or authority to assume or
create any obligation of any kind, whether express or implied, on behalf of the
Division. This Agreement is not a franchise agreement and does not create a
franchise relationship between the parties and if any provision of this
Agreement is deemed to create a franchise between the parties, then this
Agreement will be deemed null and void and will automatically terminate as if
such provision had been deemed unenforceable by a court as provided in Section
16.5 hereof.
1.3 SOLE COMPENSATION: The Reseller's sole compensation under this Agreement
shall be the proceeds it may receive, if any, on the resale of the Products
pursuant hereto. The Reseller represents that the Division has not required the
Reseller to pay nor has the Reseller paid any fee as a condition of or in
connection with entering into this Agreement.
1.4 ACCESS AND AUDIT: In order to verify the Reseller's compliance with this
Agreement, the Reseller shall give the Division reasonable access to the
Reseller's facilities during normal business hours to make inspections of the
Reseller's premises and to audit the books and records of the Reseller relating
to the Products purchased and/or serviced by the Reseller, including the right
to make copies of or abstracts from such books and records.
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SECTION 2.0: GENERAL RESELLER PERFORMANCE REQUIREMENTS
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During the Term, the Reseller shall:
(a) use its best efforts to support, promote and increase sales of the
Products in accordance with this Agreement and any applicable Schedules;
(b) only promote and sell the Products to the Customers located within
the Territory;
(c) NOT, WITHOUT THE DIVISION'S PRIOR EXPRESS WRITTEN PERMISSION,
KNOWINGLY SELL OR OTHERWISE PARTICIPATE IN THE SELLING OF THE PRODUCTS TO
ANY THIRD PARTY WHERE THE END PRODUCT IN WHICH THE PRODUCTS MAY BE
INCORPORATED COULD BE TERMED OR CLASSIFIED AS MEDICAL LIFE SUPPORT OR
AIRCRAFT INSTRUMENTATION;
(d) purchase the Products in sufficient volume to satisfy the Minimum
Purchase Requirement ('MPR'), if any, set forth in a Schedule. Any such MPR
will be calculated on the basis of the Division's aggregate net invoice
prices for the Products purchased by the Reseller and covered by that
Schedule. Purchases of test equipment or parts for service of the Products
do not count towards satisfaction of any MPR. No MPR shall be construed as
a take or pay obligation, but the Reseller's achievement of same is
one criteria which the Division will use to determine if a new agreement
or Schedule will be offered to the Reseller after the expiration or
termination hereof;
(e) maintain an adequate staff of sales personnel to meet the
Reseller's obligations hereunder and/or pursuant to any Schedule who are
trained in and capable of the effective demonstration, use and sale of the
Products;
(f) immediately forward to the Division information concerning all
complaints or claims of damage relating to any of the Products that may
come to the Reseller's attention;
(g) maintain, for purposes of warranty verification and/or product
safety notifications, during the Term and for four (4) years thereafter,
a record of its sales of the Products, including at least the Customer's
name and addresses and the Product's model, serial number and date of sale;
(h) at all times conduct its business in a manner that will reflect
favorably on the Products and their quality image and reputation and on the
good name, goodwill and reputation of the Division, and not by itself or
with others participate in any illegal, deceptive, misleading or unethical
practices, or unfair competitive practices, including without limitation,
product disparagement and bait and switch practices, or any other practices
that are or might be detrimental to the Division or any subsidiary or
parent Company;
(i) obtain and maintain in full force and effect all necessary
licenses, permits and other authorization required by law to operate its
busines;
(j) take all reasonable, prompt and efficient action to assist the
Division in resolving all complaints from the Customers concerning the
Products or the manner or method by which they were sold, delivered or
serviced (if the Reseller services the Products) by the Reseller; and
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(k) unless otherwise consented to by the Division in writing, which consent
shall not be unreasonably withheld, safeguard and hold in trust and confidence
and neither directly or indirectly disclose to any third party or use (except
for the purposes designated by the Division) during the Term hereof and for
one(1) year thereafter any of the Division's proprietary, business, pricing
and/or confidential technical information (i) disclosed by the Division, its
agents or employees to the Reseller hereunder: or (ii) obtained or learned
from the Division as a result of activities of the Division and the Reseller
hereunder.
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SECTION 3.0: SALE OF PRODUCTS
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3.1 TERMS OF SALE: The Division shall sell the Products to the Reseller upon the
terms and conditions set forth in this Agreement and the applicable Schedules
and upon such other and additional terms and conditions as the Division, from
time to time, may stipulate upon notice.
3.2 PRICES: The Division may change the prices of any of the Products. Any new
prices shall be effective on the date set forth in the announcement issued by
the Division.
3.3 RESALE OF THE PRODUCTS: The Reseller shall unilaterally establish its own
resale prices and terms with respect to the Products. The Division and its
employees will neither have authority to instruct the Reseller as to what such
prices must be, nor to interfere with the Reseller's independent establishment
of such prices.
3.4 ALLOCATIONS: The Division may, in its sole discretion, allocate its
inventory of the Products.
3.5 AVAILABILITY/CHANGES IN PRODUCTS: The Division may, in its sole discretion,
discontinue the sale of, or effect changes to, any of the Products or
parts/accessories thereto (except where continued availability is required by
law) without advance notice thereof to the Reseller and without obligation to
modify or change any Product previously delivered to or supply new Product in
accordance with earlier specifications.
3.6 TAXES: The Reseller shall bear the cost of any taxes (exclusive of taxes
based on Sony Electronics Inc.'s net income), levies, duties and fees of any
kind, nature or description whatsoever applicable to any of the Products
supplied by the Division to the Reseller. The Reseller shall pay to the Division
all such sums upon demand unless the Reseller provides the Division, at the time
of the submission of its purchase orders, tax exemption certificates or licenses
acceptable to the appropriate taxing authorities.
3.7 PRODUCT RETURNS; RESTOCKING CHARGE: If the Reseller wishes to return A Class
Products to the Division, and the Division agrees thereto in advance in writing,
then the Reseller may do so freight prepaid for credit less a restocking fee
equal to fifteen percent (15%) of the original net invoice price. THE TERM 'A
CLASS PRODUCTS' SHALL MEAN ONLY NEW AND UNUSED PRODUCTS WHICH ARE EITHER IN THE
ORIGINAL FACTORY SEALED CARTONS, OR IN OPEN CARTOONS WITH ALL FACTORY PACKAGING.
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SECTION 4.0: PURCHASE ORDERS; SHIPMENTS
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4.1 PREVAILING TERMS: If any purchase orders, acceptances or other documents are
used by the Reseller in connection with the purchase of the Products, then,
notwithstanding any provisions therein contained to the contrary, same shall be
governed by the provisions of this Agreement, and any terms thereof which are
inconsistent, different from, or in addition to the provisions of this Agreement
shall be deemed null and void.
4.2 PURCHASE ORDERS: The Reseller's orders are subject to acceptance by the
Division in writing or by shipment of the Products and will be used by the
Division only for its internal bookkeeping to identify the Products, quantities
and delivery dates requested by the Reseller. The Division may, in its sole
discretion, cancel any of the Reseller's orders accepted by the Division or stop
the shipment thereof if the Reseller fails to meet payment schedules or credit
requirements establishments by the Division, or if the Reseller is in default of
this Agreement.
4.3 SHIPMENTS: The Reseller shall bear all costs and expenses incident to the
Division's shipment of the Products to it, except in the case of any shipment
which qualifies for prepaid freight under the Division's program then in effect.
The Division shall select the method of shipment and the carrier.
4.4 TITLE & RISK OF LOSS: Title to all the Products sold by the Division to the
Reseller shall pass upon the Division's delivery thereof to the carrier. Risk of
loss or damage to any of the Products in transit, without regard to whether the
Division paid the shipping charges therefor or whether any third party is
designated as consignee thereof, is the Reseller's, whose responsibility it will
be to file claims with the carrier.
4.5 TIME OF DELIVERY: Delivery dates set forth in any Reseller order or the
Division's confirmation thereof shall be deemed to be estimated.
4.6 ADJUSTMENTS: If the prices at which the Products are sold represent a price
which has been reduced based on a representation by the Reseller that the
Reseller would make certain volume purchases, and the Reseller fails to make
such volume purchases, then the Division may, in its sole discretion, adjust the
prices to the otherwise prevailing price(s) for the number of the Products
actually purchased, and the Reseller will pay the Division such price
differential promptly upon receipt of the Division's invoice therefor.
4.7 SEPARATE TRANSACTION: Each Reseller order shall be deemed a separate
transaction and each shipment of the Product will constitute a separate sale,
obligating the Reseller to pay therefor, whether such shipment in whole or
partial fulfillment of an order.
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SECTION 5.0: CREDIT, INDEBTEDNESS
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5.1 MAINTENANCE OF CREDIT LINE: The Reseller shall maintain a credit line
sufficient to support its purchases of the Products and to pay any indebtedness
to the Division when due. The Division may, in its sole discretion, either
generally or with respect to any specific Reseller order vary, change or limit
the amount or duration of credit allowed to the Reseller. The Reseller will make
available to the Division such statements of its financial condition as the
Division may, from time to time, reasonably request.
5.2 UNAUTHORIZED DEDUCTIONS/STOPPED PAYMENTS: The Reseller shall not make any
deductions of any kind from any payments due the Division unless the Reseller
shall have received an official credit memorandum from the Division authorizing
such deduction. The Reseller will not stop payment on any check or other
instrument of payment issued to the Division.
5.3 DEFAULT: ACCELERATION OF OBLIGATIONS AND CHARGE FOR LATE PAYMENT: The
Reseller's payment for the Products shall be considered past due if it is not
received by the Division by the due date shown on the Division's invoice. If any
payment is past due, then in addition to any other remedy available to the
Division under this Agreement or at law therefore, the Division may: (a)
declare, by notice to the Reseller, all of the liabilities and obligations of
the Reseller to the Division, whether then due or not, to be immediately due
unless the past due payment is received by the time specified in the notice;
and/or (b) impose a monthly finance charge on all amounts past due or declared
due by (a) above equal to the lesser of one and one half percent (1 1/2%) or the
maximum allowable by law; and (c) charge Reseller for the Division's reasonable
expenses of the collection therefor, including, but not limited to, attorneys'
and experts' fees and court costs.
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SECTION 6.0: SOFTWARE OWNERSHIP
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6.1 RETENTION OF RIGHTS: The Reseller acknowledges that the Division or, in
applicable instances, the Division's licensor, retains the entire right, title
and interest to the intellectual property (including, without limitation, all
copyrights) related to any item of software and related documentation which the
Division provides to the Reseller. The Division shall permit the Reseller to use
such software and documentation internally or to distribute such software and
documentation to the Customers for the Products, and the Reseller will use such
software and documentation or distribute such software and documentation only to
the Customers, on such terms and conditions as the Division may from time to
time impose. The Reseller shall not itself, or permit others to, decompile,
disassemble, reverse engineer or otherwise attempt to derive the source code of
any such software; and the Reseller shall not itself, or permit others to,
remove, obscure or alter any copyright, trade secret, trademark, patent, or
other proprietary rights notice affixed to or displayed on any such software or
documentation, or affixed to or printed on any of its factory packaging. Nothing
contained herein shall: (a) prohibit the Reseller from setting a price to its
Customers for software and documentation where copies of the software and
documentation are sold to the Reseller as one of the Products; or, (b) allow the
Reseller to make copies of the software or documentation.
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SECTION 7.0: TRADEMARKS/TRADE NAMES
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The Division does not grant and the Reseller acknowledges that it shall have no
right to or interest in any trademarks and/or trade names owned, used or claimed
now or in the future by Sony Electronics Inc., Sony Corporation of America, Sony
Corporation (Japan) or the subsidiary or affiliate companies of said
corporations.
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SECTION 8.0: INSPECTION/ACCEPTANCE -- LIMITED WARRANTIES/DISCLAIMERS
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8.1 INSPECTION/ACCEPTANCE: Within twenty (20) days of the Reseller's receipt of
any of the Products under this Agreement, the Reseller shall inspect same and
furnish the Division with any claim it may have for shortages, incorrect
materials, invoicing mistakes, or defects in material, workmanship or failure to
meet specifications. The Reseller's failure to make such a claim within that
period will be deemed to constitute the Reseller's acceptance of the Products
and leave the Reseller with only those warranty-related remedies otherwise
provided in this Section 8.0. In the case of any claim involving shortages or
invoicing errors, the Division will, upon confirmation of the claim, promptly
furnish the Reseller with a credit memorandum. In the case of any claim
involving incorrect materials, defects in material or workmanship or failure to
meet specifications, the Reseller must return the affected Products to the
Division and the Division will, upon confirmation of the claim, promptly furnish
the Reseller with a credit memorandum for the Products returned and subject to
availability ship the Reseller replacement Products with an invoice therefor.
8.2 LIMITED WARRANTY: THE DIVISION'S WARRANTY FOR THE PRODUCTS SHALL BE AS SET
FORTH IN THE DIVISION'S LIMITED WARRANTY CARD ENCLOSED WITH OR ACCOMPANYING THE
PRODUCT. IF ANY PRODUCTS ARE NOT ACCOMPANIED BY WARRANTY CARDS, THE DIVISION'S
THEN CURRENT WARRANTY APPLICABLE TO THOSE PRODUCTS WILL APPLY. UPON THE REQUEST
OF ANY CUSTOMER, THE RESELLER SHALL PROVIDE A COPY OF THE APPROPRIATE LIMITED
WARRANTY CARD TO SUCH CUSTOMER.
8.3 COMPLIANCE: The Reseller shall at all times comply with applicable federal,
state and local laws, regulations, and ordinances applicable to the sale of the
Products, including but not limited, to the delivery of warranties to Customers.
8.4 DISCLAIMER OF WARRANTY: THE RESELLER ACKNOWLEDGES THAT EXCEPT FOR THE
WARRANTY PROVIDED IN THE DIVISION'S LIMITED WARRANTY CARD ENCLOSED WITH OR
ACCOMPANYING THE PRODUCTS, NO WARRANTIES WITH REGARD TO THE PRODUCTS, WHETHER OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, ARE CREATED BY
THIS AGREEMENT. THE DIVISION HEREBY DISCLAIMS AND EXCLUDES ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY WARRANTY
AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM
COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY
DISCLAIMED.
8.5 COMPATIBILITY: The Division hereby disclaims any representations or warranty
that the Products are compatible with any combination of non-Sony products the
Reseller and/or its Customer may choose to connect to the Products. It shall be
the Reseller's responsibility to determine for itself and the Customers the
suitability and compatibility of the Products in each instance.
8.6 PROHIBITED REPRESENTATIONS: Other than the provision of a copy of the
Division's Limited Warranty Card to the Customers as provided in Section 8.2,
the Reseller shall make no warranties or representations on behalf of the
Division to the Customers or to the trade with respect to any of the Products,
unless expressly approved in writing by the Division.
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SECTION 9.0: INDEMNITY BY THE RESELLER
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THE RESELLER SHALL INDEMNIFY AND HOLD HARMLESS THE DIVISION, SONY ELECTRONICS
INC., ITS PARENT COMPANY, SONY CORPORATION OF AMERICA, AND THE SUBSIDIARY AND
AFFILIATED COMPANIES OF EACH AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND
EMPLOYEES FROM AND AGAINST ANY CLAIMS, SUITS, LIABILITIES, LOSSES, FINES,
PENALTIES, DAMAGES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND EXPERTS'
FEES AND COSTS) ARISING FROM OR INCIDENT TO THE RESELLER'S BREACH OF ITS
OBLIGATIONS UNDER SECTIONS 1.2, 2.0(c), 2.0(h) OR 8.6 HEREOF.
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SECTION 10.0: TIME FOR BRINGING SUIT
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All causes of action by the Reseller against the Division must be brought within
two (2) years following the date on which the event which first gave rise to the
cause of action occurred or within two (2) years following expiration or
termination of this Agreement, whichever is earlier.
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SECTION 11.0: TERMINATION OF AGREEMENT
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11.1 TERMINATION WITHOUT CAUSE: This Agreement may be terminated without cause
by either party upon sixty (60) days prior written notice to the other, in which
event this Agreement shall terminate on the date set forth in such notice.
11.2 TERMINATION FOR CAUSE: The Division may immediately terminate this
Agreement by giving the Reseller notice if the Reseller:
(A) DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THE TERMS OR
CONDITIONS OF THIS AGREEMENT WHICH DEFAULT IS NOT REMEDIED BY THE RESELLER TO
THE DIVISION'S SATISFACTION IN ITS SOLE DISCRETION WITHIN TEN (10) DAYS AFTER
THE DIVISION GIVES THE RESELLER NOTICE THEREOF; OR,
(B) DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THE TERMS AND
CONDITIONS OF THIS AGREEMENT, WHICH DEFAULT BY ITS NATURE, CANNOT BE REMEDIED BY
THE RESELLER; OR,
(C) ISSUES ANY PRESS RELEASE, ADVERTISING, BROCHURE OR OTHER RELEASE OF
INFORMATION TO ANY OF THE CUSTOMERS,
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THE TRADE OR THE GENERAL PUBLIC CONCERNING OR IN ANY WAY REFERRING TO THIS
AGREEMENT OR ANY OTHER AGREEMENT OR RELATIONSHIP WITH THE DIVISION AND/OR SONY
ELECTRONICS INC. WITHOUT THE PRIOR WRITTEN APPROVAL OF THE DIVISION, WHICH
APPROVAL OR REJECTION SHALL BE GIVEN IN THE DIVISION'S SOLE DISCRETION; OR,
(D) ENGAGES DIRECTLY OR INDIRECTLY IN ANY ATTEMPT OR SCHEME TO DEFRAUD THE
DIVISION; OR,
(E) SELLS OR TRANSFERS THE PRODUCTS TO ANY PARTY OTHER THAN CUSTOMERS OR SELLS
THE PRODUCTS OUTSIDE OF THE TERRITORY SPECIFIED IN THE SCHEDULE FOR SUCH
PRODUCTS; OR,
(F) IS UNABLE TO PAY ANY AND/OR ALL OF ITS DEBTS AS THEY BECOME DUE OR BECOMES
INSOLVENT OR CEASES TO PAY ANY AND/OR ALL OF ITS DEBTS AS THEY MATURE IN THE
ORDINARY COURSE OF BUSINESS, OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF ITS
CREDITORS; OR,
(G) IS LIQUIDATED OR DISSOLVED OR IF ANY PROCEEDINGS ARE COMMENCED BY, FOR OR
AGAINST IT UNDER ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION OF DEBTS OR DEBTORS
RELIEF LAW, OR LAW PROVIDING FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE IN
BANKRUPTCY; OR,
(H) CEASES TO CONDUCT ITS BUSINESS IN THE ORDINARY COURSE BY, FOR EXAMPLE,
LAYING OFF A LARGE PART OF ITS STAFF OR SUBSTANTIALLY CURTAILING OPERATING HOURS
OR TELEPHONE SERVICE.
The Division may also immediately terminate this Agreement by notice: 1)
pursuant to Sections 11.5; or 2) upon the occurrence of, or the Reseller's
failure to give notice of, any of the events referenced in Section 14.1(a)-(c).
This Agreement shall terminate on the date set forth in any notice issued
pursuant to this Section 11.2.
11.3 ADDITIONAL REMEDIES FOR BREACH: If the Reseller is in breach or in default
hereof, the Division may, in additional to any other remedies available to it
hereunder or allowed by law thereof: (1) suspend doing business with the
Reseller under all or any of the Schedules or, (2) terminate one or more of the
Schedules; or, (3) curtail or suspend the Reseller's privileges under any
promotional incentives, and/or suspend or terminate the Reseller's participation
in other sales programs of the Division.
11.4 EFFECT OF TERMINATION: Upon the termination of this Agreement, Sony
Electronics Inc. may, in its sole discretion, upon notice to the Reseller,
immediately terminate any other agreements which may then be in effect between
the Division and/or Sony Electronics Inc. and the Reseller. Such right of
termination shall be in addition to and, to the extent necessary, supersede any
right of termination which may be provided for in any of such other agreements.
11.5 SET-OFF: If the Reseller defaults with respect to this Agreement or any
other agreement(s) with the Division or any other division of Sony Electronics
Inc. including, but not limited to, the Reseller's failure to pay any monies
when due either pursuant to this Agreement or any other such agreement, then the
Division may, in its sole discretion, set off against any monies due and owing
the Reseller such sum or sums of money due and owing from the Reseller to the
Division and/or Sony Electronics Inc. pursuant to this Agreement or such other
agreement(s), and/or to terminate this Agreement.
11.6 CESSATION OF REPRESENTATION AS AUTHORIZED RESELLER: Upon the expiration or
termination of this Agreement or the termination of any Schedule hereof, the
Reseller shall immediately remove and discontinue all displays, signs and decals
of the Division's trademarks and service marks related to the affected Products,
cease to represent itself as an authorized Reseller of the Division with respect
to those Products and shall otherwise desist from all conduct or representations
which might lead the public to believe that the Reseller continues to be
authorized by the Division to sell those Products; provided, however, that the
Reseller may sell, in accordance with the provisions of this Agreement, those
Products which shall be in its inventory on the date of any such termination or
expiration and which the Division shall not have repurchased pursuant to Section
12.0.
11.7 SURVIVING OBLIGATIONS AND LIMITATIONS: Neither the expiration nor
termination of this Agreement nor the termination of any of the agreements
referred to in this Section shall release either party from the obligation to
pay any monies that may be owing to the other party or operate to discharge any
liability that had been incurred by either party prior to any such expiration or
termination.
11.8 ORDER PROCEDURE AFTER NOTICE OF TERMINATION: During the period between the
Division giving the Reseller notice of this Agreement's termination and the
effective date of such termination, all Reseller orders not then fulfilled and
all new Reseller orders for the Products which are accepted by the Division will
be shipped to the Reseller only on a cash in advance basis.
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SECTION 12.0: DIVISON'S OPTION TO REPURCHASE PRODUCTS
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Upon the expiration or termination of this Agreement or the termination of any
Schedule, the Division may repurchase from the Reseller any of the affected A
Class Products (as defined in Section 3.7) remaining in the Reseller's inventory
at the lesser of the then prevailing price or the price paid therefor by the
Reseller. To enable the Division to determine if it will repurchase any of such
Products the Reseller shall, within five (5) days after the effective date of
such expiration or termination, submit to the Division a written schedule
listing all such Products remaining in the Reseller's inventory by model, and
serial number. Within a reasonable period of time after the Division's receipt
of such schedule the Reseller shall permit the Division to inspect such
inventory; and within ten (10) days after completion of such inspection, the
Division shall give the Reseller notice of the Products it elects to purchase.
Upon receipt of the Division's notice, the Reseller shall deliver the specified
Products freight prepaid to a carrier designated by the Division. Payment of the
repurchase price will be made to the Reseller either by: (1) the issuance of a
credit against any indebtedness of the Reseller to the Division or Sony
Electronics Inc.; or (2) if the repurchase price exceeds such indebtedness, by
payment of such excess to the Reseller within thirty (30) days after the
delivery of the Products to the Division.
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SECTION 13.0: SERVICE
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If the Reseller is obligated to perform warranty and/or out-of-warranty service
for any of the Products pursuant to the provisions of any Schedule, the Reseller
shall perform such service in accordance with the Division's Dealer Service
Policy ('DSP') then in effect for such Products. If a Schedule does not require
the Reseller to service the Products which are the subject of that Schedule, the
Division shall perform or otherwise delegate such service, provided, however,
that the Reseller shall facilitate such service if required by and in the manner
provided in any Schedule. The Division reserves the right from time to time to
modify any DSP and any or all service procedures upon notice to the Reseller.
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SECTION 14.0: NOTICES
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14.1 CHANGE IN STATUS: The Reseller shall give the Division immediate notice in
writing of: (a) any transaction affecting the ownership of ten percent (10%) or
more of the Reseller's capital stock, or any significant portion of the
Reseller's assets, if the Reseller is a corporation; or, (b) any change in the
respective interests of the partners, if the Reseller is a partnership; or, (c)
any
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transaction affecting the ownership of any part of the business, if the Reseller
is an individual proprietorship.
14.2 CHANGE OF NAME OR ADDRESS OF THE RESELLER: The Reseller shall give the
Division immediate notice of any change in the: (a) name of the Reseller; or,
(b) address of the Reseller's Business Locations; or, (c) address of the
Reseller's principal office.
14.3 METHOD OF TRANSMISSION: Any notices given under this Agreement shall be
given in writing and will be deemed to have been sufficiently given when
delivered by hand or sent by facsimile transmission (which is acknowledged by
the recipient), overnight courier service or by certified or registered mail,
postage and other charges prepaid, to the parties at the addresses first above
written or as subsequently changed by notice duly given. The date of mailing or
transmission of any written notice will be deemed the date on which such notice
is given unless otherwise specified in the notice.
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SECTION 15.0: GOVERNMENT CONTRACTS AND PROGRAMS
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15.1 CONTRACTS WITH THE GOVERNMENT: The Division may enter into contracts with:
1) the government of the United States of America or any of its departments,
agencies, or other instrumentalities; or, 2) any state or local government or
any of their departments, agencies or other instrumentality, to sell any or all
of the Products, including one or more General Services Administration ('GSA')
contracts. If the Reseller participates in any of the Division's GSA contracts,
such participation will be governed by a Rider G which will be attached to and
made part hereof.
15.2 GOVERNMENT CONTRACT PROVISIONS: No provision of any United States
government or state or local government contract or subcontract related thereto
shall be a part of this Agreement, and this Agreement will not be deemed an
acceptance of any government provisions that may be included or referred to in
any purchasing document received by the Division from the Reseller.
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SECTION 16.0 PRODUCT LOANS
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16. 1 GENERAL: If the Division elects to loan any Products or other equipment to
the Reseller, such loan(s) will be governed by the terms and conditions of this
Section unless otherwise agreed in writing signed by both parties.
16.2 LOAN CONFIRMATION: The Division shall acknowledge each loan of Products or
equipment in writing to the Reseller setting forth the particular loaned
Products and equipment, term of the loan, the address for return of the loaned
Products and equipment, the purpose of the loan, any insurance requirements and
any other pertinent requirements.
16.3 DELIVERY/LOCATION: The Division shall, at its own cost and expense, and at
its risk of loss or damage, deliver each shipment of the loaned Products and
equipment to the Reseller at the address set forth in the loan acknowledgement.
16.4 TERM: The Division shall provide the loaned Products and equipment to the
Reseller for the term stated in the loan acknowledgment. Upon the expiration or
earlier termination of any loan, the Reseller will return the loaned Products
and equipment to the Division, at its own cost and expense, and at its own risk
of loss or damage, to the location set forth in the loan acknowledgment. If the
Reseller does not return the loaned Products and equipment within three (3) days
of the expiration or earlier termination of any loan, or returns them in an
unrepairable condition, the Reseller will be deemed to have purchased them at
the price in the loan acknowledgment on the terms and conditions set forth in
this Agreement.
16.5 ACKNOWLEDGMENT: The Reseller acknowledges: (1) title to any loaned Products
and equipment is and will at all times remain in the Division's name; (2) the
loaned Products and equipment may not be transferred to any person other than
the Reseller without the prior written consent of the Division; (3) the loaned
Products and equipment may not be sold, leased, mortgaged or otherwise
hypothecated or encumbered.
16.6 DISCLAIMER OF WARRANTIES: THE DIVISION MAKES NO WARRANTIES, WHETHER
EXPRESS OR IMPLIED, WITH REGARD TO THE LOANED PRODUCTS AND EQUIPMENT. ALL
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE
HEREBY EXPRESSLY DISCLAIMED. ALL IMPLIED WARRANTIES AGAINST INFRINGEMENT ARE
HEREBY EXPRESSLY DISCLAIMED.
16.7 LICENSE: Any License Agreement enclosed in the original factory packaging
for the loaned Products and equipment will state those additional terms and
conditions of any license granted to the Reseller applicable to them.
16.8 TERMINATION: If the Reseller breaches any of the provisions of this Section
16.0 with regard to any particular loan or loans, the Division may, in addition
to its other rights or remedies hereunder or at law, terminate that loan or all
outstanding loans upon notice to the Reseller. If this Agreement is terminated
or expires, all outstanding loans will be deemed immediately terminated upon
such termination or expiration without need of further notice from the Division.
16.9 INSURANCE: If required by the Division in the loan acknowledgment, the
Reseller will obtain and maintain insurance on the loaned Products and equipment
in an amount at least as great as the price designated in the loan
acknowledgment against loss by fire, vandalism, casualty and all other hazards
normally insured under 'all risks' policies pursuant to appropriate endorsements
naming the Division as a loss payee of the proceeds thereof without deductibles
or allocations and requiring the carrier to give the Division at least thirty
(30) days' notice of cancellation, non-renewal or material change in coverage.
The Reseller will also provide the Division with a certificate or an endorsement
evidencing the existence of such insurance when such insurance is required in
the loan acknowledgement.
16.10 SECURITY INTEREST; RIGHT OF REPOSSESSION: The Reseller hereby grants the
Division a security interest in and to any loaned Products and equipment the
Reseller has been deemed to have purchased under Section 16.4 of this Agreement
and the Division will have all the rights of a secured party/creditor for and
with respect to such loaned Products and equipment including those provided
under the Uniform Commercial Code. The Reseller will execute such forms and
financing statements as the Division may request to evidence, perfect or
continue any such security interest and the Reseller hereby grants the Division
an irrevocable power of attorney to execute and file any of such forms or
statements on the Reseller's behalf if the Reseller fails to do so promptly upon
the Division's request including, but not limited to, the right of the Division
to file a copy of this Agreement, together with the loan acknowledgement, as a
financing statement. Notwithstanding Section 16.4 of this Agreement and the
preceding two sentences, the Division may elect not to treat the loaned Products
and equipment as having been sold to the Reseller, and retain its title thereto
and a right of prepossession therein. In such event, the Reseller hereby grants
the Division the right to enter peaceably upon its premises where the loaned
Products and equipment may be located and take possession thereof and the
Reseller hereby waives all claims for trespass or damage caused by such
peaceable entrance and repossession.
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SECTION 17.0: GENERAL
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17.1 ASSIGNMENT: The Reseller shall not assign or otherwise transfer this
Agreement or any interest or right hereunder or delegate the performance of any
of its obligations hereunder to any third party without the prior written
consent of the Division which consent may be withheld in the Division's sole
discretion. Any such attempted assignment, transfer or delegation without the
prior written consent of the Division, will be deemed null and void and result
in the immediate termination of this Agreement without necessity of any notice.
Reseller Agreement
Page 7 of 8
17.2 WAIVERS: Waiver by either party of any default, or either party's failure
to enforce any of the terms and conditions of this Agreement shall not in any
way affect, limit or waive such party's right thereafter to enforce and compel
strict performance of every term and conditions hereof.
17.3 LITIGATION: In the event of any litigation between the parties with respect
to this Agreement, the prevailing party (the party entitled to recover costs of
suit, at such time as all appeals have been exhausted or the time for taking
such appeals has expired) shall be entitled to recover reasonable attorneys' and
experts' fees, and costs in addition to such other relief as the court may
award.
17.4 HEADINGS: The headings of Articles and Sections in this Agreement are for
convenience and reference only, and they shall in no way define, limit, or
describe the scope of the provisions or be considered in the interpretation,
construction or enforcement hereof.
17.5 INVALIDITY: If and to the extent that any term or condition of this
Agreement is specifically determined by any court to be in whole or in part
invalid or unenforceable, then this Agreement shall be immediately terminated
upon such determination. However, such termination will not operate to discharge
either party from the obligation to pay the other party any sum due such other
party or discharge any liability that had been incurred prior thereto.
17.6 NON-EXCLUSIVENESS; REMEDIES: Any specific right or remedy provided in this
Agreement shall not be exclusive but will be cumulative of all other rights and
remedies set forth herein and allowed at law.
17.7 SURVIVAL: Sections 2.0(c), (g) and (k), 3.7, 4.6, 5.2, 5.3, 6.1, 7.0, 8.0,
9.0, 10.0, 11.4, 11.5, 11.6, 11.7, 12.0, 13.0, 15.0, 17.3, 17.5, 17.6, 17.7,
18.0, 19.0, 20.0 and 21.0 as well as any term or condition in any incorporated
Schedule or Rider G, if incorporated, where such survival is indicated in or
intended by the terms of any such provision shall survive termination or
expiration of this Agreement.
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SECTION 18.0: LIMITATION ON LIABILITY
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THE LIABILITY OF THE DIVISION, IF ANY, AND THE RESELLER'S SOLE AND EXCLUSIVE
REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER, REGARDLESS OF LEGAL
THEORY, AND WHETHER ARISING IN TORT OR CONTRACT, WITH REGARD TO THIS AGREEMENT,
REGARDLESS OF THE DELIVERY OR NON-DELIVERY OF THE PRODUCTS, OR WITH RESPECT TO
THE PRODUCTS, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE, AND ALL
TRANSPORTATION AND CUSTOMARY HANDLING CHARGES PAID FOR THE PRODUCTS WITH RESPECT
TO WHICH SUCH CLAIM IS MADE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COMPENSATION,
REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE
PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE
ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL,
FOR LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS, COST OF CAPITAL, AND THE CLAIMS
OF THIRD PARTIES, INCLUDING CUSTOMERS, OR FOR ANY OTHER REASON WHATSOEVER.
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SECTION 19.0: FORCE MAJEURE
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NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DELAY IN THE PERFORMANCE OF
ANY OF ITS OBLIGATIONS HEREUNDER DUE TO ANY CAUSE BEYOND SUCH PARTY'S REASONABLE
CONTROL OR DUE TO ACTS OF GOD, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRES,
LABOR DISTURBANCES, FLOODS, EPIDEMICS, GOVERNMENTAL RULES OR REGULATIONS, WAR,
RIOT, DELAYS IN TRANSPORTATION OR SHORTAGES IN RAW MATERIALS OR OTHER PRODUCTS.
THIS SECTION SHALL NOT RELIEVE OR RELEASE EITHER PARTY FROM ITS OBLIGATION TO
MAKE PAYMENT WHEN DUE OF ANY MONIES WHICH EITHER PARTY MAY OWE TO THE OTHER.
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SECTION 20.0: GOVERNING LAW AND VENUE
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THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LOCAL LAW OF THE STATE OF NEW JERSEY. THE PARTIES HEREBY CONSENT TO AND
SUBMIT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE STATE
OF NEW JERSEY, AND ANY ACTION OR SUIT HEREUNDER WILL ONLY BE BROUGHT BY THE
PARTIES IN THE FEDERAL OR START COURT WITH APPROPRIATE JURISDICTION OVER THE
SUBJECT MATTER ESTABLISHED OR SITTING IN THAT STATE. THE PARTIES SHALL NOT RAISE
IN CONNECTION THEREWITH, AND HEREBY WAIVE ANY DEFENSES BASED UPON THE VENUE, THE
INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY
OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR SUIT BROUGHT IN THE
STATE OF NEW JERSEY.
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SECTION 21.0: WAIVER OF TRIAL BY JURY
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IN THE EVENT OF ANY LITIGATION BETWEEN THE PARTIES RELATING TO OR ARISING IN ANY
WAY OUT OF THIS AGREEMENT, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO
TRIAL BY JURY.
ARTICLE V SCHEDULES
This space is intentionally left blank.
All Communications Corporation Article V - Videoconferencing Rollabout Products
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Page 1 of 2
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ARTICLE V SCHEDULE
VIDEOCONFERENCING SYSTEMS ROLLABOUT PRODUCTS
1. Definition of Products and Appointment: This Schedule authorizes the
Reseller to purchase and resell the 'Videoconferencing Systems Rollabout
Products' identified in the Division's current Videoconferencing Systems
Rollabout Products Price Lists, as said Price List, from time to time, may be
amended by the Division by adding or deleting Products therefrom.
2. Definition of Customers: The Reseller will sell Videoconferencing Systems
Rollabout Products to end users only, unless otherwise agreed to in writing by
the Division.
3. Definition of Territory: The Reseller may sell Videoconferencing Systems
Rollabout Products to Customers only within the ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ and the state of Alaska (the 'Territory'). The Reseller's Primary
Area of Responsibility for Videoconferencing Systems Rollabout Products is
described below by three-digit zip code.
Primary Area of Responsibility
070-079; 085-089; 100-117
5. Service Requirements: The Reseller hereby agrees to establish and maintain
the capability to service the Videoconferencing Systems Rollabout Products in
accordance with the Dealer Service Policy, as such Policy may be amended by the
Division, from time to time. The Reseller also agrees to provide the following
services for its Customers within the Reseller's Primary Area of Responsibility,
and for providing or coordinating these services for its Customers outside of
the Reseller's Primary Area of Responsibility: i.e., maintenance, installation,
operation/application training and support, customer inquiries, technical
assistance, trouble reporting and isolation, technical assistance and similar
customer satisfaction matters. The Reseller agrees to be the point-of-contact
for all customer inquiries. The Reseller may coordinate these services outside
of its Primary Area of Responsibility with an authorized service center as
directed by the Division.
Service Location
All Communications Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6. Minimum Purchase Requirement ('MPR'): The MPR for the Term of the Agreement
is 45 units of the PCS-5000 Rollabout Product. If the Reseller fails to purchase
at least 15 units of such Product during the first six months of this Agreement,
this Schedule shall be subject to termination.
7. Shipment and Installation: The Reseller may place orders for the
Videoconferencing Systems Rollabout Products with the 'ship-to' address of the
Customer. The Division will ship the products ordered to that address and ▇▇▇▇
the Reseller.
If the Reseller has purchased installation services from the Division, the
Division will ship the Products to the Customer and provide the installation
services as described in the Videoconferencing Systems Rollabout Products Price
List. In that case, the Division will ▇▇▇▇ the Reseller for the Products and the
installation services.
All shipping charges will be invoiced to the Reseller in accordance with the
Division's program then in effect for prepaid freight.
8. Pricing: The Videoconferencing Systems Rollabout Products Price List sets
forth annual (i.e., for the Term) minimum quantity commitment levels and a
Reseller purchase price for each such level. The Reseller agrees with the
Division to purchase the Videoconferencing Systems Rollabout Products at the
annual minimum quantity commitment level also indicated.
Quantity Commitment Level:
50+
The Reseller shall purchase Videoconferencing Systems Rollabout Products during
the Term of this Agreement at the price set forth in the then Videoconferencing
Systems Rollabout Products Price List for the annual quantity commitment level
agreed to above. If, however, the Reseller fails to purchase during the first
six (6) months of this Agreement at least thirty-three percent (33%) of the
above agreed upon annual minimum quantity commitment level (based on the lowest
unit number in the commitment level range), then the pricing for the
Videoconferencing Systems Rollabout Products for the remainder of the Term shall
be adjusted to the pricing that corresponds to the annual minimum quantity
commitment level which equates to the Reseller's actual purchases for said six
(6) months divided by thirty-three percent (33%).
All Communications Corporation Article V - Videoconferencing Rollabout Products
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9. Advertising: The Reseller shall not advertise the Videoconferencing Systems
Rollabout Products outside of the Reseller's Primary Area of Responsibility. In
addition, the Reseller will create and publish all of its advertisements
referencing the Products which are the subject of this Schedule in conformity
with the Division's Dealer Ad Kit as issued and as may be modified by the
Division, from time to time, as well as related policies issued by the Division,
from time to time. By execution of this Agreement, the Reseller acknowledges
receipt of the Division's Dealer Ad Kit.
10. Demonstration of Videoconferencing Products Rollabout Products. The Reseller
acknowledges that Videoconferencing Systems Rollabout Products are best promoted
and understood by Customers by demonstration of their operation, features and
technology. For this reason, the Reseller shall during the Term, have available
for demonstration at least two Videoconferencing Rollabout units.
SCHEDULE A
TRINICOM 5000 -- SYSTEM LIST PRICING & QUALITY DISCOUNT STRUCTURE
MODEL NAME LIST PRICE
----- ---- ----------
PCS-5000/1 Codec/Camera/Audio/Bonding Board 19,650.00
PCS-F500 27'' Cart 1,200.00
PCS-F510 32'' Cart 2,100.00
PCS-T500 Tablet 949.00
PCS-G500 VGA Board (required for dual monitor systems) 1,350.00
PCS-D200US Document Scanner (requires PCS-K01US & PCSK01TUS) 2,200.00
PCS-MC10 IC Memory Card 549.00
PCS-R500 Regular Remote Control 229.00
PCS-R510 Button Remote Control 399.00
PCS-I500 V.35 I/F Board 649.00
PCS-K32 V.35 Cable 399.00
PCS-I520 RS-449 I/F Board 399.00
PCS-K40 RS-449 Cable 196.00
PCS-A510 Add'l Audio Unit 1,399.00
2CONFER DISCOUNT STRUCTURE
--------------------------
UNIT COMMITMENT DISCOUNT OFF OF LIST PRICE
--------------- --------------------------
50+ Systems 35%
COMPANY CONFIDENTIAL
REVISED 4/12/96
SCHEDULE B
TRINICOM 5000 -- PERIPHERAL EQUIPMENT -- RESELLER PRICING
The following peripheral equipment may be added at the prices shown below:
MODEL NAME LIST PRICE RESELLER PRICE
----- ---- ---------- --------------
KV-27V15Gray 27'' Monitor 750.00 526.30
KV-32S12Gray 32'' Monitor 1,050.00 691.00
YC-30EV S-Video Cable 50.00 30.00
(required for dual monitor systems)
PCS-K01US Document Scanner Cable 93.00 65.00
(required with Document Scanner)
PCS-K01TUS Document Scanner Terminator 65.00 45.00
(required with Document Scanner)
VID-P100 Object Camera (requires SYC-5 & PCS-K06//A) 3,650.00 2,575.00
SYC-5 Object Camera Video Camera 42.25 29.85
PCS-K06/A Object Camera Control Cable 24.00 16.80
PCS-K03US RJ-45 ISDN Cable (14') 17.00 12.00
PCS-K21 B&W Printer Cable 199.00 159.20
Schedule B peripheral pricing is not eligible for additional discounting.
COMPANY CONFIDENTIAL
REVISED 4/12/96
TRINICOM 5000 - EXAMPLE USING GOLD RESELLER & LIST PRICING
----------------------------------------------------------
EXAMPLE 1: SINGLE 27-INCH MONITOR SYSTEM
-----------------------------------------
MODEL QTY NAME RESELLER PRICE LIST PRICE
----- --- ---- -------------- -----------
KV27V15 ▇▇▇▇ 1 27" Monitor 526.30 750.00
PCS-5000/1 1 Codec/Camera/Audio/Bonding Board 12,772.50 19,650.00
PCS-F500 1 27" Cart 780.00 1,200.00
TOTAL PRICE $14,078.80 $21,600.00
EXAMPLE 2: DUAL 27-INCH MONITOR SYSTEM
--------------------------------------
MODEL QTY NAME RESELLER PRICE LIST PRICE
----- --- ---- -------------- -----------
KV27V15Gray 2 27" Monitor 1,052.60 1,500.00
PCS-5000/1 1 Codec/Camera/Audio/Bonding Board 12,772.50 19,650.00
PCS-F500 2 27" Cart 1,560.00 2,400.00
PCS-G500 1 VGA Board 877.50 1,350.00
YC-30EV 1 S-Video Cable 30.00 50.00
TOTAL PRICE $16,292.60 $24,950.00
Reseller Agreement
Page 8 of 8
ARTICLE VI INCORPORATION/ENTIRETY OF AGREEMENT
This Agreement supersedes, terminates and otherwise renders null and void any
and all prior written and/or oral agreements between the Reseller and the
Division with respect to the matters hereinabove expressly set forth, except
that nothing herein contained shall be construed as intended to relieve or
release either party from its obligation to make payment of any monies which
either party may owe to the other party. This Agreement represents and
incorporates the entire understanding of the parties hereto with respect to the
matters herein expressly set forth and each party acknowledges that there are no
warranties, representations, covenants or understandings of any kind, nature or
description whatsoever made by either party to the other, except as are herein
expressly set forth. This Agreement may be modified only be a written instrument
signed by the parties to this Agreement, which instrument makes specific
reference to this Agreement and the changes to be made hereto.
The Reseller hereby warrants and represents that the individual executing this
Agreement is duly authorized and empowered to bind the Reseller. This Agreement
shall be subject to acceptance by the Division through its execution in the
space provided below by an authorized representative only.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the dates
first above written.
SONY BUSINESS AND PROFESSIONAL PRODUCTS GROUP
A DIVISION OF
All Communications Corporation SONY ELECTRONICS INC.
------------------------------
(Name of Reseller)
By: [SIGNATURE] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- -----------------------------------
(Authorized Signature) (Authorized Signature)
Print Name: [SIGNATURE] Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------- ---------------------------
*Title: VP. Title: National Sales Manager
------------------------- --------------------------------
Date of Acceptance: 5/14/96
------------
* EXECUTION OF THIS AGREEMENT: If the Reseller is a corporation, indicate the
office of the person signing the Agreement on behalf of the corporation. If
the Reseller is a partnership, the same should be signed by a general
partner, who should so indicate by use of the word "General Partner". If
the Reseller is an individual proprietorship, the same should be indicated
by use of the title "Sole Proprietor".
