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Exhibit 10.10
[HEWLETT-PACKARD LETTERHEAD]
January 1, 1996
1996 Agreement #: 57AHE
MANCHESTER EQUIPMENT COMPANY
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Customer ICN: 1963
Dear MANCHESTER EQUIPMENT COMPANY,
In HP's quest to simplify the contracting and negotiating process, your 1996 HP
Agreement and Addendum is based substantially on your 1995 Agreement and
Addendum.
In fact, the text of the 1995 Agreement, Addendum and Exhibit L as negotiated
between HP and you is carried forward and repeated in 1996, except for those
modifications indicated in this letter. All other terms and conditions of your
1995 Agreement remain unchanged.
Included with this letter are the new companion documents which form a part of
your 1996 Agreement, the Operations Policy Manual, Product Acquisition and
Resale Categories and Product Exhibits.
AMENDMENTS TO YOUR U.S. RESELLER AGREEMENT:
SECTION 2.A.3
Status Change: Modify to read as follows:
"Undergo a merger, acquisition, consolidation or other reorganization with the
result that any entity controls 50% or more of Reseller's capital stock or
assets after such transaction: or"
SECTION 10
Price Adjustments; Price Protection: Deleted and moved to the Operations Policy
Manual (OPM) as modified.
SECTION 16
Reseller Record Keeping: Modify to read as follows:
"HP or HP's designated will be given prompt access DURING NORMAL BUSINESS
HOURS, either on sight or through other means specified by HP to Reseller's
customer records of account SPECIFICALLY RELATED TO HP PRODUCTS as HP believes
are reasonably necessary to verify and audit Reseller's compliance with this
Agreement"
AMENDMENT TO YOUR U.S. DEALER ADDENDUM:
SECTION 3.E
Dealer Responsibilities: Deleted and moved as modified to the HP Product
Acquisition and Resale Categories.
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SECTION 5
Volume Commitment Levels: Modify to read as follows:
DEALERS AT LEVEL I DISCOUNT
A. Dealer volume commitment levels are described on the attached Product
Exhibits and are based upon 12 month purchase volume levels.
DEALERS AT LEVEL II DISCOUNT
B. Dealer volume commitment levels are described on the attach Product Exhibits
and are based upon 12 month SELL-THROUGH volume levels.
If the term of this Agreement or any new Addendum or Product Exhibit is less
than 12 months, an applicable 12 month volume commitment level will be
calculated for Dealer by projection over a full 12 month term.
SECTION 6
Dealer Order Milestones; Modify to read as follows:
A. Unless otherwise specified in the Product Exhibits, as of 5 months after the
effective date of this Agreement, HP will review Dealer's progress towards
its volume commitment.
DEALERS AT LEVEL I DISCOUNT
1. If Dealer's orders in those first 5 months represent less than 35% of its 12
month volume commitment level, HP may terminate all or any part of this
Agreement.
2. If Dealer's SELL-THROUGH in the first 5 months is 42% or more of the 12 month
volume commitment level required for greater Dealer discounts, then Dealer
orders during the remaining term of this Agreement will be subject to those
greater discounts.
3. If Dealer later cancels any order that resulted in HP granting Dealer a
higher discount level, HP may reduce Dealer's discount to the level which
would have applied had all orders never been placed.
DEALERS AT LEVEL II DISCOUNT
4. If Dealer's SELL-THROUGH in those first 5 months represent less than 35% of
its 12 month volume commitment level, then Dealer's orders during the
remaining term of this Agreement will be subject to the lower Dealer
discounts corresponding to the 12 month volume commitment level projected by
Dealer's orders in those first 5 months. If the projected orders are below
HP's minimum volume commitment level, HP may terminate all or any part of
this Agreement.
B. Dealer discounts for orders during the first 5 months of this Agreement will
not be affected by the milestone adjustments above.
PRODUCT EXHIBIT(S):
U20I/U30I
Effective March 1, 1996 the U20I AND U30I PRODUCT EXHIBITS WILL BE MERGED
TOGETHER INTO THE U20I FULL LINE RESELLER EXHIBIT. The 10M commitment level
will continue to be based on orders. The 135M commitment level will be changed
from order based to SELL-THROUGH based.
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SIGNATURE PAGE
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Change effective date to 3/1/96 and the expiration date to 2/28/97.
AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ -- V.P. /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------- ------------------------------------------
Authorized Signature ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Reseller Contracts Manager
▇▇▇▇ ▇▇▇▇▇▇▇▇
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Typed Name
Vice President 3/1/96
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Title Date
January 9, 1996
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Date
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[HEWLETT PACKARD LOGO]
HEWLETT-PACKARD COMPANY
U.S. AGREEMENT FOR AUTHORIZED RESELLERS
SIGNATURE PAGE
ICN# 1963
LEGAL BUSINESS NAME MANCHESTER EQUIPMENT COMPANY
ADDRESS ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
PHONE, FAX (▇▇▇) ▇▇▇-▇▇▇▇
DBA(S)
The documents below govern the relationship between HP and you for the purchase
and resale of HP products.
AGREEMENT: APPLICATION:
X U.S. Reseller U.S. Networking Products QD
--- ---------
ADDENDA: EXHIBITS:
U.S. GSA Schedule Holder EXHIBIT L Approved Locations
--- ---------
U.S. Calculator Dealer EXHIBIT U11 Calculator and Palmtop Computing Products
--- ---------
U.S. Calculator Mass Merchandiser X[caret]* EXHIBIT U201 See Exhibit Election Below
--- ---------
X U.S. Dealer X * EXHIBIT U241 QD Networking Products
--- ---------
U.S. Direct Value Added Reseller X[caret]* EXHIBIT U301 See Exhibit Election Below
--- ---------
X U.S. Networking Reseller X EXHIBIT U40A Accessory Products
--- ---------
X EXHIBIT U40C Consumable Products
---------
AMENDMENTS: [caret] EXHIBIT U66 See Exhibit Election Below
---------
X U.S. DAVAR Sales * EXHIBIT U701 CMS Products
--- ---------
U.S. International Direct VAR EXHIBIT UM Calculator Mass Merchandiser Products
--- ---------
================================================================================
EXHIBIT ELECTION
Reseller and HP agree that Reseller volume level at net Reseller price, for HP
Products on these Exhibits (noted with a [caret] above) for the term of this
Agreement is:
EXHIBIT U201 EXHIBIT U301
COMPUTER RELATED PRODUCTS DESKTOP PERSONAL COMPUTER AND SERVER
PRODUCTS
X LEVEL I $10,000,000-134,999,999 X LEVEL I $1,000,000-34,999,999
--- ---
LEVEL II $135,000,000-and up LEVEL II $35,000,000-and up
--- ---
EXHIBIT U66
NETWORKING RESELLER PRODUCTS
LEVEL I $3,000,000-8,999,999
---
LEVEL II $9,000,000-and up
---
SHIPMENT ELECTION
Please check one. Shipment elections made on March 1, 1995 regarding shipping
options apply to all products on Exhibits designated with an * above.
OUTLET HP will ship to all Reseller's approved shipment locations as listed on Exhibit L.
---
X CENTRALIZED HP will ship to no more than 6 approved shipment locations as listed on Exhibit L.
---
================================================================================
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STATEMENT OF OWNERSHIP:
Form of Organization: (i.e. Corporation, General Partnership, Limited
Partnership, Sole Proprietor): CORPORATION
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For a Corporation, specify whether: Publicly Held: Privately Held: X
----- ---
State of Incorporation/Organization: New York
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Identify Company ownership and management structure as follows (attach
additional pages if necessary):
- Sole Proprietor: Identify all owners, officers and ownership
percentages held.
- Trust: Identify Trustee(s): Administrators and Beneficiaries of Trust.
- Partnership: Identify all General Partners, Limited
Partners, Officers and ownership percentages
held. Specify dollar investment of limited
partners.
- Privately Held Corporation: Identify all shareholders with class and
percentage ownership, Officers and Board of
Director Members.
- Publicly Held Corporation: Identify owners of 20% or more of each class of
shares with class and percentage, ownership,
Officers and Board of Director Members.
NAMES TITLES OWNERSHIP INTEREST
PERCENTAGE OWNERSHIP TYPE OF OWNERSHIP INTEREST
(DOLLAR INVESTMENT IN LIMITED (ASSETS, COMMON OR PREFERRED
PARTNERS) SHARES)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ PRESIDENT 80% COMMON
----------------------- --------------------------- ----------------------------- ----------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ VICE PRESIDENT 10% COMMON
----------------------- --------------------------- ----------------------------- ----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ VICE PRESIDENT 10% COMMON
----------------------- --------------------------- ----------------------------- ----------------------------
----------------------- --------------------------- ----------------------------- ----------------------------
----------------------- --------------------------- ----------------------------- ----------------------------
If Company is 100% owned by another corporation, identify the parent
corporation's ownership and management structure above and the identity of the
parent corporation below.
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Parent/Owner (including DBA's)
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Address
( )
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City State Zip Telephone
( )
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State of Parent/Owner's Incorporation Fax
AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------ --------------------------------
Authorized Signature ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Reseller Contracts Manager
▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Typed Name
VICE PRESIDENT 3/1/95 February 28, 1996
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Title Effective Date Expiration Date
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U.S. DEALER
TABLE OF CONTENTS
U.S. RESELLER AGREEMENT
1. APPOINTMENT
2. STATUS CHANGE
3. INTENTIONALLY OMITTED
4. MULTIPLE AGREEMENT DISCOUNTS
5. INTENTIONALLY OMITTED
6. INTENTIONALLY OMITTED
7. PRICES
8. PAYMENT AND SECURITY TERMS
9. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES
10. PRICE ADJUSTMENTS; PRICE PROTECTION
11. SOFTWARE
12. TRADEMARKS
13. WARRANTY
14. LIMITATION OF REMEDIES AND LIABILITY
15. INTELLECTUAL PROPERTY INDEMNITY
16. RESELLER RECORD-KEEPING
17. AMENDMENTS
18. TERMINATION OF AGREEMENT
19. RELATIONSHIP
20. POLICIES & PROGRAMS
21. GENERAL CONDITIONS
22. NOTICES
U.S. DEALER ADDENDUM
1. APPOINTMENT
3. DEALER RESPONSIBILITIES
5. VOLUME COMMITMENT LEVELS
6. DEALER ORDER MILESTONES
9. ORDERS; SHIPMENT; CANCELLATIONS AND CHANGES
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U.S. RESELLER AGREEMENT
1. APPOINTMENT
Hewlett-Packard Company ("HP") appoints Reseller as an authorized,
non-exclusive Reseller for marketing the HP Products listed on the
Product Exhibits. ▇▇▇▇▇▇▇▇'s appointment is subject to the terms and
conditions set forth in this U.S. Reseller Agreement and the associated
Addenda, Product Exhibits, HP Product Acquisition and Resale Categories
("Product Categories") and Operations Policy Manual (collectively,
"Agreement") for the period from the effective date through the
expiration date of this Agreement. ▇▇▇▇▇▇▇▇ accepts appointment on these
terms.
2. STATUS CHANGE
A. If Reseller wishes to:
1. Change its name or that of any approved location;
2. Add, close or change an approved location;
3. Undergo a merger, acquisition, consolidation or other
reorganization with the result that any entity controls
20% or more of Reseller's capital stock or assets after
such transaction; or
4. Undergo a significant change in control or management
of Reseller operations
then Reseller shall notify HP in writing prior to the intended
date of change.
B. HP agrees to promptly notify Reseller of its approval or
disapproval of any proposed change, provided that Reseller has
given HP all information and documents reasonably requested
by HP.
C. HP must approve proposed Reseller changes prior to any
obligation of HP to perform under this Agreement with Reseller
as changed.
3. MULTIPLE AGREEMENT DISCOUNTS
Unless otherwise specified by HP in writing, purchases of HP Products
under this Agreement and purchases under any other HP Agreement are
exclusive of each other for the purpose of calculating volume commitment
and discount levels.
7. PRICES
A. HP's corporate price lists are internal data bases indicating
current List Prices for HP Products ("List Prices"). HP reserves
the right to change List Prices and discounts upon reasonable
notice to Reseller. If Reseller is unsure of the List Price to
use in calculating net Reseller price for any HP Product,
Reseller should contact its HP sales representative.
B. Net Reseller price for HP Products purchased under this
Agreement will be the List Price at the time of Reseller's
orders, less the discounts based on Reseller's volume or other
commitments or elections specified in the Product Exhibits.
C. Net Reseller price includes shipment arranged by HP. HP
reserves the right to charge Reseller for any special routing,
handling or insurance requested by Reseller and agreed to by HP.
Orders shipped special routing will be F.O.B. Origin.
D. Net Reseller price excludes State and local taxes. HP will
invoice Reseller for these taxes, based on point of delivery,
unless the appropriate resale exemption certificates are on file
at HP's order-entry point or HP agrees the sale is otherwise
exempt.
E. Upon request from Reseller, at its discretion HP may grant
special pricing for particular end-user customer transactions.
In good faith, HP may retract the special pricing at any time
before acceptance by the end-user customer. HP may extend the
pricing on an exclusive or non-exclusive basis and may condition
the pricing on a pass-through of all or part of the non-standard
offering extended by HP.
8. PAYMENT AND SECURITY TERMS
A. Reseller will pay invoices within 30 days from the date of the
invoice. HP reserves the right to change credit terms at any
time when in HP's opinion Reseller's financial condition or
previous payment record so warrants.
B. Any Reseller claim for adjustment of an invoice is agreed to be
waived if Reseller fails to present it within 90 days from date
of HP invoice. No claims, credits or offsets may be deducted
from any invoice.
C. If Reseller fails to pay any sum due within 15 days of HP's
written notice of delinquency, HP may discontinue performance
under this Agreement and may revise credit terms for unshipped
orders.
D. [Deleted]
9. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES
A. Reseller's orders must comply with the minimum order, release,
ship-to and other requirements specified in this Agreement.
B. HP will honor written, fax and telephone orders from ▇▇▇▇▇▇▇▇'s
approved locations. Reseller is responsible for ensuring that
only authorized employees place, change or delete orders and
that the orders conform to all requirements of this Agreement.
▇. ▇▇▇▇▇▇▇▇'s requested date for shipment must be within 90 days
after order date. HP reserves the right to schedule and
reschedule any order, at HP's discretion, and to decline any
order for credit reasons or because the order specifies an
unreasonably large quantity or makes an unreasonable shipment
request.
D. HP will use reasonable efforts to meet scheduled shipment
dates. However, HP will not be liable for delay in meeting a
scheduled shipment date.
E. Reseller must own more than 50% of its business at each approved
location. HP will ship HP Products to Reseller under HP's
standard shipment terms and conditions but only to approved
Shipment Locations authorized by HP on Exhibit L. Shipment
Locations may be the same as company-owned Selling Locations.
All Reseller's sales, advertising and promotional activities for
HP Products must be conducted from Selling Locations approved by
HP. No sales, advertisement or promotion of HP Products may be
conducted from Shipment
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Locations which are not also approved company-owned Selling Locations.
However, HP will ship to a maximum of six approved Shipment Locations
and will accept orders only from a single order point. An exception will
be made where a Product Exhibit indicates drop shipment is available for
a specific HP Product under a special program; drop shipment for those
HP Products will be subject to limitations indicated in the Product
Exhibits.
F. Shipments are subject to availability. If HP Products are in short
supply, HP will allocate them equitably, at HP's discretion.
G. Title to HP Products and risk of loss and damage will pass to Reseller
F.O.B. Destination.
10. PRICE ADJUSTMENTS; PRICE PROTECTION
A. If HP raises Net Reseller prices (either through List Price increases or
Product Exhibit discount reductions) HP will invoice Reseller based on
the old List Price or discount for affected HP Product orders placed by
Reseller within one month after the effective date of the increase.
Limited quantity restrictions may apply.
B. If HP reduces Net Reseller prices (either through a List Price reduction
or a combination of List Price and discount changes), HP will invoice
Reseller based on the reduced Net Reseller price for affected HP
Products shipped on or after the effective date of the reduction.
C. If HP offers a limited time promotional HP Product discount to all
Resellers (excluding rebates and spiffs of all forms), HP will invoice
Reseller based on the Net Reseller price less the promotional discount
for orders conforming to and shipments made pursuant to the terms and
conditions of the promotion.
D. If HP reduces Net Reseller prices or offers a limited time HP Product
promotional discount to all Resellers and the HP Products are eligible
for price protection as designated on the Product Exhibits, then HP will
grant Reseller a price protection credit calculated by one of the two
following methods at HP's discretion;
1. The credit will equal the total reduction in Net Reseller price
(less any previous promotional discount available from HP) for those
HP Products in Reseller's inventory and in transit to Reseller on
the effective date of the reduction, using a verification process
determined by HP; or
2. The credit will equal 100% of the total reduction in Net Reseller
price (less any previous promotional discount available from HP) for
those HP Products shipped within 30 days before the effective date
of the reduction, or 75% of the reduction for those HP Products
shipped within 60 days before that date, whichever is greater.
E. To receive a price protection credit by the inventory method, Reseller
upon notification of a change in price from HP and upon request, will
complete, sign and return to HP a form showing the number of units
(including serial numbers) in inventory and in transit to Reseller on
the effective date of the reduction. The format for the form may be
defined by Reseller but must meet the approval of HP. If Reseller fails
to submit the form within 30 days of the effective date of the
reduction, Reseller will receive no price protection for eligible
products.
F. In all cases, HP may require that Reseller accumulate a minimum credit
of $200 within a particular month before HP extends price protection to
Reseller for that month.
G. HP reserves the right to offer Reseller obsolete, used or refurbished HP
Products and to offer Reseller HP Products through special promotions at
discounts different from those in the Product Exhibits and on terms
which may not include rights to price protection, stock adjustment,
promotional funds allowance or count towards Reseller's volume
commitment levels.
11. SOFTWARE
Reseller is granted the right to distribute software materials supplied by
HP only in accordance with the license terms supplied with these materials.
Reseller may alternatively acquire the software materials from HP for its
own demonstration purposes in accordance with the terms for use in those
license terms.
12. TRADEMARKS
A. From time to time, HP may authorize Reseller to display one or more
designated HP trademarks. Reseller may display the trademarks solely to
promote HP Products. Any display of the trademarks must be in good
taste, in a manner that preserves their value as HP trademarks, and in
accordance with standards provided by HP for their display. Reseller
will not use any name or symbol in a way which may imply that Reseller
is an agency or branch of HP; Reseller will discontinue any such use of
a name or mark as requested by HP, Any rights or purported rights in any
HP trademarks acquired through Reseller's use belong solely to HP.
B. Reseller grants HP the non-exclusive, royalty free right to display
Reseller's trademarks in advertising and promotional material solely for
directing prospective purchasers of HP Products to Reseller's Selling
Locations. Any display of the trademarks must be in good taste, in a
manner that preserves their value as Reseller's trademarks, and in
accordance with standards provided by Reseller for their display. Any
rights or purported rights in any Reseller trademarks acquired through
HP's use belong solely to Reseller.
13. WARRANTY
A. HP Product User Warranties are described on the Product Exhibits and
apply only to end-user purchasers of HP Products. HP revisions to the
User Warranties will be effective on the date specified by HP. Copies of
User Warranties will be supplied with HP Products. Reseller must provide
a copy of the associated User Warranty for an HP Product to each
end-user prior to sale.
B. HP Product Warranty begins upon purchase by the end-user customer and
shall be verified by proof of acquisition by the end-user or via HP's
electronic warranty verification system.
C. HP PRODUCT USER WARRANTIES ARE THE EXCLUSIVE WARRANTIES COVERING HP
PRODUCTS AND ARE IN LIEU OF ANY OTHER WARRANTIES, WRITTEN OR ORAL,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
D. Some HP Products may contain selected remanufactured parts equivalent to
new in performance.
14. LIMITATION OF REMEDIES AND LIABILITY
A. The remedies provided in this Agreement are ▇▇▇▇▇▇▇▇'s sole and
exclusive remedies against HP.
B. HP will be liable for damage to tangible property, bodily injury or
death to the extent a court of competent jurisdiction determines that an
HP Products sold under this Agreement is defective and has directly
caused such damage, injury or death, provided that HP's liability for
damage to tangible property will be limited to $300,000 per incident.
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C. HP will be liable to Reseller for any net credits due from HP
pursuant to the express provisions of this Agreement. In no
event will HP be liable for loss of data, for indirect, special,
incidental or consequential damages (including lost profits) or
for any other damages whether based on contract, tort, or other
legal theory.
15. INTELLECTUAL PROPERTY INDEMNITY
A. HP will defend any claim against Reseller that any HP Product
infringes a patent, utility model, industrial design, copyright,
mask work or trademark in the country where Reseller acquires or
sells the Product from HP, provided that Reseller:
1. Promptly notifies HP in writing of the claim; and
2. Cooperates with HP in and grants HP sole authority to control
the defense and any related settlement.
HP will pay the cost of such defense or settlement and any costs
and damages finally awarded by a court against Reseller.
B. HP's indemnity shall extend to Reseller's customers and end-users
under this Agreement provided they comply with the obligations
above.
C. HP may procure for Reseller, its customers and end-users the
right to continued sale or use, as appropriate, of the Product or
HP may modify or replace the Product. If a court enjoins the sale
or use of the Product and HP determines that none of the above
alternatives is reasonably available, HP will accept return of the
Product and refund its depreciated value.
D. HP has no obligation for any claim of infringement arising from:
1. HP's compliance with any designs, specifications or instructions
of Reseller;
2. Modification of the Product by ▇▇▇▇▇▇▇▇ or a third party;
3. Use of the Product in a way not specified by HP; or
4. Use of the Product with products not supplied by HP.
E. This Section states HP's entire liability to Reseller and its
customers and end-users for infringement.
16. RESELLER RECORD-KEEPING
A. For contract compliance verification, product safety information,
operational problem correction and the like, Reseller must
maintain records of customer purchases of printers, plotters, taxes,
scanners and computers for one year. Records must include
customer name, address, phone number, ship-to address, serial
number and date of sale of the above products.
B. HP may require Reseller to provide HP or HP's designate with HP
Product inventory and sales data including, but not limited to,
information such as total units of selected HP Products sold and
held in inventory by month for each approved location, in a format
specified by HP. HP may require monthly reporting incorporating
the previous month's data for each approved location.
C. In addition, Reseller must comply with any reporting requirements
for HP programs.
D. At HP's discretion and upon notice to Reseller, HP or HP's
designate will be given prompt access, either on site or through
other means specified by HP, to Reseller's customer records,
inventory records and other books and records of account as HP
believes are reasonably necessary to verify and audit Reseller's
compliance with this Agreement.
E. Failure to promptly comply with HP's request will be considered a
repudiation of this Agreement justifying HP's termination of
this Agreement on 30 days' notice--without further cause.
F. HP may recover all reasonable actual costs associated with
compliance verification procedures from any promotional funds,
rebate funds or any other HP accrued funds due Reseller.
G. HP may debit Reseller for all wrongfully claimed discounts, rebates,
promotional allowances or other amounts determined as a result
of HP's audit.
17. AMENDMENTS
A. From time to time, HP may add products to or delete them from the
Product Exhibits, or implement or change HP policies or programs
at HP's discretion, after reasonable notice to Reseller.
Additionally, HP may give Reseller written notice of any other
amendment to this Agreement upon at least 30 days' advance notice.
B. Any amendment will automatically become a part of this Agreement
on the effective date specified in the notice.
C. Each party agrees that the other has made no commitments regarding
the duration or renewal of this Agreement beyond those expressly
stated in this Agreement.
18. TERMINATION OF AGREEMENT
A. Either party may terminate this Agreement without cause at any
time upon 30 days' written notice or with cause at any time upon
15 days' written notice to the other party.
B. If either party gives the other notice of termination or advises
the other of its intent not to renew this Agreement, HP may require
that Reseller pay cash in advance for additional shipments during
the remaining term, regardless of Reseller's previous credit
status, and may withhold all such shipments until Reseller pays
its outstanding balance.
C. Upon termination or expiration of this Agreement for any reason,
Reseller will immediately cease to be an authorized HP Reseller
and will refrain from representing itself as such and from using
any HP trademark or trade name.
D. Upon any termination or expiration, either party may require that
HP purchase from Reseller any HP Products purchased under this
Agreement that are on HP's then current Product Exhibits, which
are in their unopened, original packaging and marketable as
new merchandise. The repurchase price shall be the lower of either
the Net Reseller Price on the date of termination or expiration or
Reseller's original purchase price, in each case less any
promotional or other discounts or price protection or other
credit extended by HP to Reseller for the HP Product. Reseller
should contact its HP sales representative for information about
the items eligible for repurchase and instructions for their
return at HP's expense.
E. Upon termination of this Agreement or expiration without renewal
all rights to any accrued Advantage Program or other promotional
funds will automatically lapse.
F. The indemnities provided in this Agreement will survive termination
or expiration of this Agreement.
19. RELATIONSHIP
▇. ▇▇▇▇▇▇▇▇'s relationship with HP will be that of an independent
contractor. Nothing stated in this Agreement shall be construed as
making Reseller and HP a franchise, joint venture or
partnership.
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B. Unless expressly authorized by HP in writing in advance, any commitment
made by Reseller to its customers with respect to price, quantities,
delivery, specifications, warranties, modifications, interfacing
capability or suitability will be Reseller's sole responsibility, and
Reseller will indemnify HP from liability for any such commitment by
Reseller.
C. List Prices are suggested prices for resale to end-user customers and a
basis for calculating Net Reseller price. Reseller has the right to
determine its own resale prices, and no HP representative will require
that any particular resale price be charged by Reseller or grant or
withhold any treatment to Reseller based on Reseller's resale pricing
policies. ▇▇▇▇▇▇▇▇ agrees that it will promptly report any effort by
HP personnel to interfere with its pricing policies directly to an HP
officer or manager.
D. This Agreement applies only to the HP Products listed on the Product
Exhibits (U.S. versions only). Reseller acknowledges that HP may
market other products, including products in competition with those
listed on the Product Exhibits without making them available to
Reseller. HP reserves the right to advertise, promote and sell any
product, including HP Products on the Product Exhibits, in competition
with Reseller.
20. POLICIES & PROGRAMS
From time to time, HP may offer or change HP policies and programs, such as
but not limited to the Advantage Program, Premier Support program and other
programs and policies in HP's Operations Policy Manual, participation in
which will be on the current terms and conditions of the policies &
programs.
21. GENERAL CONDITIONS
A. Neither party may assign any rights or obligations in this Agreement
without the prior written consent of the other party. Any attempted
assignment will be deemed void.
B. Neither party's failure to enforce any provision of this Agreement
will be deemed a waiver of that provision or of the right to enforce
it in the future.
C. This Agreement, including the attached Addenda, associated Product
Exhibits and Product Categories contains the entire understanding
between the parties relating to its subject matter. HP hereby gives
notice of objection to any additional or inconsistent terms set forth
in any purchase order or other document issued by Reseller. Except as
provided in paragraphs 17A and 17B of this Agreement, no modification of
this Agreement will be binding on either party unless made in writing
and signed by both parties.
D. No U.S. Government procurement regulations will be deemed included in
this Agreement or binding on either party unless specifically accepted
in writing and signed by both parties.
E. This Agreement will be governed by the laws of the State of California.
F. If any clause of this Agreement is held invalid, the remainder of this
Agreement will continue unaffected.
22. NOTICES
All notices and demands issued under the terms of this Agreement shall be in
writing, delivered by fax, personal service, first class mail postage
prepaid, or by registered mail to a location set forth in this Agreement or
to HP at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. Box 58059, Santa Clara,
California 95052-8059 or to the assigned local HP sales representative.
11
-------------------------------------------------------------------------------
U.S. DISTRIBUTOR SUMMARY MATRIX
DECEMBER 1, 1994
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AGGREGATORS NATIONAL CONSUMER CALCULATOR OFFICE
COMMERCIAL PRODUCTS DISTRIBUTORS MACHINE
DISTRIBUTORS DISTRIBUTORS DISTRIBUTORS
------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Micro Azerty Arrowhead Arrowhead
Business Business
Machines Machines
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Intelligent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Common-Wealth Azerty
Electronics Distributors
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InaCom Tech Data ▇▇▇▇▇▇ Micro ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Daisytek
------------------------------------------------------------------------------------------------
MicroAge ▇▇▇▇▇ ▇.▇. Merisel El Dorado Trading El Dorado Trading
Group Group
------------------------------------------------------------------------------------------------
Arrow Electronics Tech Data InaCom Neamco
------------------------------------------------------------------------------------------------
Hall-Mark United Stationers Intelligent New Age
Electronics Electronics
------------------------------------------------------------------------------------------------
GBC Technologies ▇▇▇▇ ▇▇▇▇▇ Co. Pro Distributors
------------------------------------------------------------------------------------------------
MicroAge United Stationers
------------------------------------------------------------------------------------------------
Neamco
------------------------------------------------------------------------------------------------
Pro Distributors
------------------------------------------------------------------------------------------------
▇.▇. ▇▇▇▇▇▇▇▇
Company
------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Electric
Company
------------------------------------------------------------------------------------------------
United Stationers
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12
U.S. DEALER ADDENDUM
1. APPOINTMENT
A. HP appoints the Reseller as a Dealer.
3. DEALER RESPONSIBILITIES
A. Dealer will advertise, promote and sell HP Products only
through the company name(s) and approved Selling Locations
listed on Exhibit L and only to end-user customers (including
government and corporate users as well as individual users)
or to resellers as permitted in the Product Categories.
▇. ▇▇▇▇▇▇ agrees to:
1. Advertise, promote, demonstrate and sell HP Products on
a face-to-face basis and provide pre-sales support and
post-sales technical support to all Customers.
2. Maintain at each approved Selling Location a facility in
which HP Products are displayed or demonstrated on a
regular basis to end-user customers.
3. Use catalogs and telemarketing sales techniques only in
conformity with current HP policies and only as a
complement to face-to-face sales activity unless
nationwide advertising for the HP Product is permitted
in the Product Categories.
4. Ensure that no sale, advertising, promotion, display or
disclosure of any features, availability or price of any
new HP Product takes place before HP's public
announcement of that Product.
5. Identify and keep current a primary and secondary
support contact for both marketing communications and
post-sales technical support at each approved Selling
Location.
6. Report promptly to HP all suspected defects in HP
Products.
7. Assist its customers in obtaining warranty repairs for
HP Products by either repairing the product itself,
referring the customer to HP or an approved HP repair
provider, or returning the HP Product to HP. If Dealer
elects to provide warranty repair services to its
customers, Dealer will comply with the terms and
conditions outlined in the HP Premier Support Program
Guide.
8. Ensure that its employees complete any required training
courses and certification programs designated by HP.
C. Without HP's prior written consent, Dealer will not export HP
Products to any customer outside the U.S., nor will Dealer sell
HP Products for export outside the U.S.
D. Except for sales to resellers permitted in the Product
Categories, Dealer may not sell HP Products to or buy them from
other resellers for stock balancing or any other reason.
E. Dealer may not sell, rent or lease HP Products to rental
companies or leasing companies for their subsequent rental or
lease.
5. VOLUME COMMITMENT LEVELS
A. Dealer volume commitment levels are described on the attached
Product Exhibits and are based upon 12 month purchase volume
levels.
B. If the term of this Agreement or any new Addendum or Product
Exhibit is less than 12 months, an applicable 12 month volume
commitment level will be calculated for Dealer by projection
over a full 12 month term.
6. DEALER ORDER MILESTONES
A. Unless otherwise specified in the Product Exhibits, as of 5
months after the effective date of this Agreement, HP will
review Dealer's progress towards its volume commitment.
1. If Dealer's orders in the first 5 months are less than
35% of its 12 month volume commitment level, then
Dealer's orders during the remaining term of this
Agreement will be subject to the lower Dealer discounts
corresponding to the 12 month volume commitment level
projected by ▇▇▇▇▇▇'s orders in the first 5 months. If
the projected orders are below HP's minimum volume
commitment level, HP may terminate all or any part of
this Agreement.
2. If Dealer's orders in the first 5 months are 42% or
more of the 12 month volume commitment level required
for greater Dealer discounts, then Dealer's orders
during the remaining term of this Agreement will be
subject to those greater discounts.
3. Dealer discounts for orders during the first 5 months
of this Agreement will not be affected by the milestone
adjustments above.
B. If Dealer later cancels any order that resulted in HP granting
Dealer a higher discount level, HP may reduce Dealer's discount
to the level which would have applied had all canceled orders
never been placed.
9. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES
A. Minimum resale shipments for 12 months for each approved
location are $100,000 of HP Products measured by Dealer's
Net Reseller price from HP.
B. Notwithstanding Section 9.E of the U.S. Reseller Agreement,
Dealer may elect more than six ship to locations. This election
will result in a 1% reduction in Dealers discount. In either
case, the single order point requirement of Section 9.E of the
U.S. Reseller Agreement remains. ▇▇▇▇▇▇'s election can be
changed only at the time of the 5 month milestone review.
C. Regardless of Dealer's shipment election, supplies and
accessories on Exhibit U40X will be drop shipped to approved
Shipment Locations without charge to Dealer.
13
U.S. DAVAR SALES AMENDMENT
[EFFECTIVE ONLY THROUGH MAY 31, 1995]
1. Sales to DAVARs must meet the published requirements of HP's DAVAR Program
including, but not limited to the following:
A. HP's DAVAR program expires May 31, 1995. Reseller may sell HP Products
through May 31, 1995 only to those DAVARs who have an existing DAVAR
Certification from HP. No new DAVAR applications will be accepted by HP.
B. Reseller is responsible for understanding, monitoring, and enforcing the
DAVAR Program terms and conditions. Unauthorized sales by DAVAR may
result in termination of both Reseller and the DAVAR.
C. Reseller will apply any Advantage Program funds or other promotional
funds, facilities or services in conformity with HP guidelines and a
mutually agreed plan between Reseller and DAVAR.
D. Reseller agrees that all Record-Keeping provisions of its Agreement
apply to its sales of HP Products to DAVARs, including the monthly
reporting of sales and inventory and the recovery of HP audit costs from
Reseller for audits of DAVARs.
E. HP may withdraw its permission for sales to a DAVAR, with or without
cause at any time, by notifying Reseller in writing.
14
Hewlett Packard LOGO
Qualified Distribution Application
U.S. Networking Products
Instructions
1. Please complete this application, attach the required documentation, and
return the application to your HP Sales Representative or Distributor.
Incomplete application will be denied approval.
2. HP reserves the right to grant or withdraw approval at its discretion. Once
approved, purchases of the HP Products associated with this application
will be governed both by the terms and conditions of this application and
the associated agreement you have with HP. This application authorizes
purchase of HP Products listed on the U.S. Networking Products Exhibit (R24)
or the U.S. Retail Networking Products Exhibit (R24R). Your Distributor can
provide you with a list of HP Networking QD Products.
Reseller Information
Legal Name: Manchester Equipment Company, Inc.
Doing-Business-As Name: Manchester Equipment Company, Inc.
Business Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
City: Hauppauge State: New York Zip: 11788
Owner/Manager: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
HP Contract# 540JAG Outlet ID or Authorization #(10 digits): 0019630001
HP Sales Rep Name/HP Distribution ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Qualification Criteria
Each Qualified Selling Location must be able to provide full end-user training
and support on these Networking Products. Networking Product sales and support
expertise must be maintained at each Qualified Selling Location. You must
provide proof that each Selling Location seeking qualification meets at least
ONE of these criteria. Proof can be indicated by supplying a copy of a
certificate from the vendor or letter on the vendor's letterhead that states
the Selling Location has met the specified criteria. Additional documentation
may be required. Check the criteria below that is applicable for the above
listed sales location.
1. Employee at Selling Location is Hewlett-Packard Network Professional
Internet Routing certified. [X]
2. Selling Location has achieved 3Com Netbuilder II reseller authorization. [ ]
3. Employee at Selling Location is 3Com Advanced Internetworking Program
certified. [ ]
4. Selling Location has achieved Cisco reseller authorization. [ ]
5. Employee at Selling Location is Cisco-Certified Internetwork Expert (CCIE)
certified. [ ]
6. Selling Location has achieved Wellfleet reseller authorization. [ ]
Do you have more than one selling location seeking authorization to sell HP
Network QD Products?
[X] Yes [ ] No
If you answered yes to this question, complete the following Sales Location
Details section.
15
Selling Location Details
Remember, you must provide proof that each Selling Location meets the specified
criteria.
For each Selling Location seeking qualification, please provide the following
information. Attach an additional page if necessary.
Business Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
City: Hauppauge State: New York Zip: 11788
Outlet ID or Authorization # (10 digits): 0019630006
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)? 1
Business Address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
City: Hauppauge State: New York Zip: 11788
Outlet ID or Authorization # (10 digits): 0019630001
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)? 1
Business Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City New York State: New York Zip: 10001
Outlet ID or Authorization # (10 digits): 0019630002
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)? 1
Business Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
City: Needham State: MA Zip: 02194
Outlet ID or Authorization # (10 digits): 0019630003
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)? 1
Reseller Certification
I certify that the statements in this application and in the attached documents
are true and complete. I authorize HP to verify from any third party the
information provided in this application.
Printed Name ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title Vice President
Authorized Signature ▇▇▇▇ ▇▇▇▇▇▇▇▇ V.P.
Date February 15, 1995
Hewlett-Packard Signature of Approval
HP Contracts: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Date: 2-28-95
16
Selling Location Details
Remember, you must provide proof that each Selling location meets the specified
criteria.
For each Selling Location seeking qualification, please provide the following
information. Attach an additional page if necessary.
Business Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City: Boca Raton State: Florida Zip: 33487
Outlet ID or Authorization #(10 digits): 0019630004
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)? 1
Business Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
City: Tampa State: Florida Zip: 33634
Outlet ID or Authorization #(10 digits): 0019630005
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)? 1
Business Address:
City: State: Zip:
Outlet ID or Authorization #(10 digits):
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)?
Business Address:
City: State: Zip:
Outlet ID or Authorization #(10 digits):
Which of the six listed Networking QD Criteria does this Sales Location meet
(enter 1-6)?
Reseller Certification
I certify that the statements in this application and in the attached documents
are true and complete. I authorize HP to verify from any third party the
information provided in this application.
Printed Name ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title Vice-President
Authorized Signature ▇▇▇▇ ▇▇▇▇▇▇▇▇ - V.P.
Date February 15, 1995
Hewlett-Packard signature of Approval
HP Contracts: Reseller Contracts 54U HC Date: 2-28-95
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
REV.08/01/94
NETAPP