Cablewave Systems
Authorized Distributor Agreement
made by and between
RADIO FREQUENCY SYSTEMS, INC.
CABLEWAVE SYSTEMS DIV.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Hereinafter referred to as "CS"
and
IWL COMMUNICATIONS, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
Hereinafter referred to as "DISTRIBUTOR" and/or IWL COMMUNICATIONS, INC.
The parties agree:
1. SCOPE OF AGENCY
1.1 CS hereby appoints IWL COMMUNICATIONS, INC. to be its duly authorized
DISTRIBUTOR for the sale of CS products as set forth in Exhibit A hereto.
2. FUNCTION OF DISTRIBUTOR
2.1 The function of the DISTRIBUTOR as it pertains to this agreement is to
provide an effective and efficient channel of distribution for the sale of
CS products, which is predicated upon providing customers with high quality
products and on time services.
FURTHER THE DISTRIBUTOR SHALL MAINTAIN SUFFICIENT INVENTORY OF CS PRODUCTS
TO ASSURE THE CUSTOMER THE FASTEST AND EASIEST METHOD FOR RECEIVING CS
PRODUCT SHIPPED FROM AN "IN STOCK" POSITION FROM THE DISTRIBUTOR'S
FACILITY.
2.2 The DISTRIBUTOR agrees to work closely with CS, advising CS of any
technical advances, customer problems, needs, and market trends.
3.0 SPECIFIC OBLIGATIONS OF DISTRIBUTOR
3.1 To preserve the strict confidentiality of information obtained by IWL
COMMUNICATIONS, INC. concerning the business or affairs of CS, including,
without limiting, the generality of the foregoing, trade secrets, customer
lists, and information concerning the design or method of manufacture of CS
products, and to refrain from disclosing, during the terms of this
Agreement or any time thereafter, any such information to any person or
persons, natural or corporate, or the use of such information by
DISTRIBUTOR.
Legend: Confidential Treatment Requested. A series of XXX's has been
inserted in this exhibit to indicate redactions for which
confidential treatment has been requested. The redacted
portions of this exhibit have been separately filed with the
Commission.
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
3.2 The DISTRIBUTOR agrees that it has no authority to make warranties or
representations other than published, standard warranties, to customers or
others in the name of CS and will indemnify and hold harmless CS from any
notice, claim, demand or suit arising out of or related to any warranty or
representation alleged to have been made by DISTRIBUTOR or any of its
agents, servants, employees, officers or directors.
3.3 The DISTRIBUTOR agrees to provide monthly "Point-of-shipment reports to CS
by the 15th (or next business day) of each month. Said report shall
accurately list sales by the first three digit zip code in each CS product
category. Time is of the essence as to delivery of this report to CS. This
report will provide the basis from which Manufacturer's Representative
commissions will be determined, therefore, CS reserves the right to have
periodic independent financial audit of the Point-of-Shipment reports and
substantiating documentation as required.
3.4 The DISTRIBUTOR agrees to provide to CS by the 15th of (or next business
day) of each month an inventory-on-hand report. Identifying all CS products
currently in inventory.
3.5 The DISTRIBUTOR shall pay all expenses incurred by it in connection with
the conduct of its authority to solicit sales, and shall not, without prior
written authority, incur any expenses on behalf of CS.
4.0 SPECIFIC OBLIGATIONS OF CS TO DISTRIBUTOR
4.1 The Distributor is authorized to purchase for resell, CS products as
defined in Exhibit A of this agreement.
4.2 The discounts that will apply to the Distributor under this agreement are
as set forth in Exhibit B herein.
4.3 CO-OP Advertising will be authorized in accordance with the procedures
outlined in Exhibit C to this agreement.
4.4 CS "Return Material Policies" are as defined in Exhibit D to this
agreement.
5.0 GENERAL PROVISIONS
5.1 The DISTRIBUTOR agrees to make payment on all invoices within sixty (60)
days after invoice date. In the event that invoices are not paid when due,
CS may discontinue further shipments on open account and terminate this
agreement, while retaining all its rights hereunder.
2
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
5.2 The following CS standard warranty shall apply to all products sold to IWL
COMMUNICATIONS, INC. Associated cost to be incurred in the repair or
replacement of defective products under warranty will be negotiated between
IWL COMMUNICATIONS, INC. and CS on a case-by-case basis.
WARRANTY - Seller warrants that any equipment sold hereunder shall be free
from defects in materials and workmanship for one (1) year after shipment.
To make a claim under this warranty, the Buyer must notify the Seller in
writing immediately after the Buyer discovers or should have discovered the
defect and receive authorization to return the defective equipment to
Seller. Seller's sole and exclusive liability shall be to replace the
defective CS product and ship it back to the Buyer. This warranty does not
apply to defects not caused by the Seller, such as acts of God, abuse,
improper installation or alteration. Equipment supplied as a warranty
replacement shall be warranted for the remainder of the original warranty
period.
NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE (EXCEPT AS TO TITLE)
OTHER THAN THOSE SET FORTH ABOVE SHALL APPLY TO EQUIPMENT SOLD BY SELLER
AND NO WAIVER, ALTERATION OR MODIFICATION OF THE FOREGOING SHALL BE BINDING
AGAINST SELLER UNLESS SIGNED BY AN EXECUTIVE OFFICER OF THE SELLER.
5.3 Product shipments will be made in accordance with the shipping procedures
outlined in Exhibit B-1 included herein.
5.4 All orders placed by Distributor under this agreement will be subject to CS
general conditions of sale.
6.0 TERMS OF AGREEMENT
6.1 The Agreement shall come into effect on MARCH 1, 1996 and be in force
unless terminated by either of the parties hereto.
6.2 Notice of such termination shall be given in writing and become effective
60 (sixty) days after receipt of such notice. Such termination requires
certified mail with return receipt.
6.3 Either party shall have the right to immediately terminate the Agreement on
60 (sixty) days prior notice to the other party by certified mail, return
receipt requested. Said right may be exercised either with or without
cause.
7.0 DISPUTES AND COMPETENT COURT
3
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
7.1 The parties hereto shall endeavor to settle amicably any differences or
disputes arising from the performance of this Agreement.
7.2 If legal proceedings should prove necessary, the parties agree that any
action related to or arising out of this Agreement shall be brought within
the State of Connecticut, and the parties do further stipulate and agree
that the courts of the State of Connecticut shall have jurisdiction with
respect to any such actions. This Agreement is entered into the State of
Connecticut and the State of Connecticut has substantial relationship to
the subject matter of this Agreement.
7.3 This Agreement and the rights and obligations of the parties hereto shall
be governed by U.S. law.
7.4 This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements between the parties and their predecessors,
whether written or oral.
8.0 AMENDMENTS AND MODIFICATIONS
8.1 No amendment or modification to this agreement shall be valid, binding or
enforceable unless in writing signed by the parties.
9.0 ASSIGNMENT
9.1 Neither the rights nor the duties of either party hereunder may be assigned
to any third party without the express written consent of the other party.
WHEREOF, the parties have caused this agreement to be signed and dated.
IWL COMMUNICATIONS, INC. RADIO FREQUENCY SYSTEMS, INC.
CABLEWAVE SYSTEMS DIV.
By: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
V.P. Sales & Mktg.
Date Date
Signed: Signed: 2/19/96
---------------------------- -------------------------------
4
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
CABLEWAVE SYSTEMS PRODUCT LISTING
EXHIBIT A
IWL COMMUNICATIONS, INC. is duly authorized as a DISTRIBUTOR to sell the
following Cablewave Systems RF & Microwave standard transmission line products
(REF: Cablewave Systems Catalog 720C).
* Flexwell Low Loss Foam Dielectric coaxial cables 1/4" through 1 5/8"
diameter.
* Flexwell FLC, coaxial cable connectors.
* Flexwell Coaxial Cable Installation Accessories.
ADDITIONAL SUPPLEMENTARY PRODUCTS
The following products offered to Distributors are in support of limited/small
quantity sales. All orders for the products listed below will be dropshipped
from Cablewave Systems direct to the end customer of the Distributor.
* Flexwell Air Dielectric coaxial cables 1/4" through 1-5/8" diameter.
* Flexwell Elliptical Waveguide from 2.3 GHz to 19.7 GHz.
* Flexwell Elliptical Waveguide Connectors and Installation Accessories
* Standard and High Performance Microwave Antennas and Associated
Accessories. (Ref. Cablewave Systems Microwave Catalog 800)
* Dehydrators and Pressurization Accessories.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ DATE: 2/19/96
-------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
V.P. Sales & Mktg.
5
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
CABLEWAVE SYSTEMS DISCOUNT PROGRAM
EXHIBIT B
The following discounts apply to the prices listed in the most current Cablewave
Systems published price list in effect during the period of this agreement.
Discounts offered herein are predicated upon the Distributor placing stocking
orders with ship dates of two weeks ARO or greater. If ship dates are less
than two weeks ARO discounts will be reduced by XXX.
Cablewave Systems agrees to consider offering an additional project discount to
IWL COMMUNICATIONS INC. on any major project, wherein the purchase order value
would exceed XXX after normal discounts have been applied.
Distributor discounts will be reviewed annually and adjusted in accordance with
Cablewave Systems discount policy as compared to the Distributor purchase volume
for the preceding twelve month period.
DESCRIPTION DISCOUNT
----------- --------
Flexwell Low Loss Foam Dielectric coaxial cables
1/4" through 1 5/8" diameter.
(Bulk Length) XXX
---
(Cut Length) XXX
---
Flexwell FLC coaxial cable connectors XXX
---
Flexwell Coaxial Cable Installation Accessories XXX
---
ADDITIONAL SUPPLEMENTARY PRODUCTS
Flexwell Air Dielectric coaxial cables XXX
1/2" through 2 1/4" diameter. ---
Flexwell Air Dielectric coaxial cable connectors XXX
---
Flexwell Elliptical Waveguide from 2.3 GHz XXX
to 19.7 GHz ---
Flexwell Elliptical Waveguide Connectors XXX
and Installation Accessories ---
Standard and High Performance Microwave XXX
Antennas and associated Accessories ---
(Ref: Cablewave Systems Microwave Catalog 800)
All orders for air dielectric cable, elliptical waveguide, connectors and
accessories, microwave antennas, and pressurization equipment will be
dropshipped to the distributor's end customer.
6
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
CABLEWAVE SYSTEMS DISCOUNT PROGRAM
EXHIBIT B
DEFINITIONS:
Bulk length cable:
1) Any existing cable stock on reels which does not require rereeling,
cutting or special handling and which is ordered by the Distributor in
accordance with the reel lengths available and in stock at the time. (e.g.,
Distributor requests 2500 ft. of Flexwell 1/2" FLC12-50J, Cablewave's
nearest in stock full reel length for 1/2" FLC12-50J is 2800. Distributor
would order the 2800 ft. reel to receive the Bulk length cable discount.
Cut length cable:
1) Cable ordered by the Distributor in specified lengths which require cutting
or special handling.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ DATE: 2/19/96
----------------------------- --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
V.P. Sales & Mktg.
7
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
CABLEWAVE SYSTEMS
SHIPPING DELIVERY PROCEDURES
EXHIBIT B-1
Any single orders placed for $5,000 and above and designated for shipment to
one address in the U.S. (forty eight contiguous states) with a ship date of 2
weeks ARO or greater will be shipped freight paid by CS. Shipments of
Microwave Antenna Systems are excluded from this and will be shipped Freight
Collect or prepay and add. CS reserves the right to determine carrier and
best surface means for these shipment. Any special shipping requirements
(e.g. air freight) will be shipped freight collect or prepay and add.
All other shipments will be made F.O.B. CS plant collect or prepay and add
and CS will make a best effort to choose the least expensive method unless a
premium cost routing is specified by the DISTRIBUTOR.
Commercial packing costs are included in the price of the CS products. All
cable products shipped to the DISTRIBUTOR will be 100% completely lagged or
plywood wrapped and banded at no charge to the Distributor. If export
packing is required, an additional charge will be made to the DISTRIBUTOR.
Orders placed under this Agreement will be subject to factory shipment dates
of one week after receipt of order (ARO) or greater and are subject to
inventory availability.
In the event of stock outs, Distributor may request an earlier factory
shipment date rather than one week ARO, however, expedited shipment dates
will be subject to inventory availability.
Emergency shipments requiring expedited delivery other than stock outs will
be considered on a case-by-case basis.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ DATE: 2/19/96
----------------------------- --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
V.P. Sales & Mktg.
8
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
CABLEWAVE SYSTEMS CO-OP
ADVERTISING PROGRAM
EXHIBIT C
To encourage authorized distributors to advertise CS products, CS will
participate in advertising promotions for CS products which
are mutually agreed upon in advance and financial obligations on
the part of CS have been preapproved.
CS shall work closely with the DISTRIBUTOR in the following areas:
1) Media advertising
2) Trade shows
3) Technical literature
4) Technical training
5) Publications / Catalogs
6) Product samples
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ DATE: 2/19/96
----------------------------- --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
V.P. Sales & Mktg.
9
AUTHORIZED DISTRIBUTOR AGREEMENT Cablewave Systems
CABLEWAVE SYSTEMS RETURN MATERIAL
PROGRAM
EXHIBIT D
A. Ongoing Overstock Inventory Rotation
The following terms are intended to encourage the Distributor to
participate in the purchase of all product line categories identified in
Exhibit A to this agreement, specifically new products which may be
introduced during the term of this agreement.
1. Overstock rotation on individual items can not exceed XXXX of the total
units of any one model purchased during the year without prior written
authorization.
2. "Specials", obsolete/discontinued items or stock over two years old
are not eligible for overstock rotation.
3. All overstock rotation returns must be in new unused original
condition as shipped from C.S..
4. No overstock returns allowed between 15 October and 31 December.
5. After inspection and acceptance by CS a full credit will be issued to
the Distributor's account.
B. Material Return Procedure
1. Cablewave products found to be defective shall be returned within
thirty days after inspection and acceptance.
2. Material returns will be administered in accordance with CS standard
sales department procedures.
3. Defective material must be identified by Sales Order Number, nature of
suspected defect or problem, and the MRA (Material Return
Authorization) number.
4. Upon inspection by Cablewave Systems and appropriate credit will be
issued to the Distributor's account.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ DATE: 2/19/96
----------------------------- --------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
V.P. Sales & Mktg.
10
