Exhibit 10.3
ADDENDUM TO AGREEMENT FOR WHOLESALE FINANCING
This Addendum is made to the Agreement for Wholesale Financing
executed by and between Deutsche Financial Services Corporation ("DFS")
and Micros-to-Mainframes, Inc. ("Dealer") on May 12, 1994 (as amended,
the "Agreement").
FOR VALUE RECEIVED, Dealer and DFS agree to amend the Agreement to
provide as follows (capitalized terms shall have the same meaning as
defined in the Agreement unless otherwise indicated):
Valid Claims.
(a) Subject to the terms hereof, Dealer shall have the right to
deduct from the amounts due to DFS for purchases from a Vendor, an
amount equal to the Valid Claims (as defined below) which are
asserted in good faith by Dealer against such Vendor and set forth
in a Deduction Notice (as defined below). The deduction shall be
no greater than the amount of the Valid Claim desired to be charged
back by or on behalf of Dealer to such Vendor. A copy of the
charge-back documentation and any other documentation needed to
substantiate a Valid Claim must be furnished to DFS, along with
Dealer's written notice to DFS (sent via facsimile to DFS at (781)
255-9063) of Dealer's intent to exercise such deduction option
(herein, a "Deduction Notice").
(b) "Valid Claim" shall be a claim, asserted by Dealer in good
faith and after having made a good faith effort to resolve such
claim independently with the applicable Vendor, to a right of
payment or credit from such Vendor that arises no more than thirty
(30) days prior to the date of Dealer's related Deduction Notice.
Valid Claims shall be limited to those claims of Dealer against a
Vendor which arise from discrepancies involving price, quantity
shipped, defective product, open or damaged crates or boxes, or
mis-shipment. Any claims for payment or credit that arise from
circumstances (i) other than as described herein, (ii) after
termination of Dealer's right to exercise this deduction option, as
described in subsection (c) below, or (iii) after termination of
the Agreement, are not eligible to be Valid Claims.
Notwithstanding anything herein, if for any reason the
amount of any Valid Claim is not reimbursed or otherwise satisfied
to DFS within thirty (30) days after the date of the related
Deduction Notice, Dealer shall immediately upon DFS' demand, pay to
DFS the amount of such Valid Claim, or portion thereof. The
provisions of and undertakings set out in this paragraph shall
survive satisfaction and payment of Dealer's obligations to DFS and
termination of the Agreement.
(c) Additionally, (i) upon the occurrence of a default under
the Agreement or (ii) at any other time after DFS' delivery to
Dealer of written notice (sent via facsimile to Dealer at (914-
267-3785); Dealer shall immediately be prohibited from utilizing
the provisions of subsections (a) and (b) above and Dealer shall
immediately cease deducting the amount of any Valid Claims from any
amounts due DFS.
(d) Dealer will indemnify DFS and all of its present and
future parent, subsidiary and affiliated companies, and their
officers, directors, employees and agents, as well as their heirs,
administrators, executors, successors and assigns, and will hold
such persons and entities harmless from and against any and all
losses, liabilities, claims, expenses, charges, demand, suits,
judgments, and awards (including all reasonable attorney's fees)
(collectively, "Losses") arising from the taking of any deduction
by Dealer, including without limitation, all Losses arising from
any unsatisfied Valid Claim that cannot be resolved satisfactorily
with the applicable Vendor, or otherwise. All amounts that become
payable pursuant to the above indemnity shall be paid by Dealer to
DFS immediately upon demand therefor. The provisions of and
undertakings and indemnifications set out in this subsection (d)
shall survive satisfaction and payment of Dealer's obligations to
DFS and termination of the Agreement.
(e) Dealer's failure to satisfy any outstanding Valid Claim
amounts immediately upon DFS' demand therefor and/or Dealer's
failure to comply with any other provision of this Addendum shall
constitute a default under the Agreement.
Dealer waives notice of DFS' acceptance of this Addendum.
All other terms and provisions of the Agreement, to the extent not
inconsistent with the foregoing, are ratified and remain unchanged and in
full force and effect.
IN WITNESS WHEREOF, Dealer and DFS have executed this Addendum as of
the 19th day of January, 1999
MICROS-TO-MAINFRAMES, INC.
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxx Title: President & CEO
(Assistant) Secretary
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:/s/ Xxxx X. Xxxxxxx
Title: Regional Branch Manager
