EXHIBIT 10.4
VALUE ADDED RESELLER AGREEMENT
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates
- Hereinafter collectively referred to as "Smart" or "The Value-Added Reseller"
or "The VAR"
GAP and the VAR hereinafter referred to individually as "a Party" and
collectively as "the Parties"
Dated February 5, 2003
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Preamble
The VAR is one of the leading companies for GSM-communication solutions in the
Territory (see definition below). The VAR sees the sales of contractual products
of GAP presently as its core business.
The strategic target is to achieve an annual sales volume of a minimum of 1000
Terminals (see definition below) in the Territory of France in 2003, which
includes an initial order of 50 HiPer and 10 BCmini.
A further strategic target is to achieve an annual sales volume of a minimum of
2,840 Terminals (see definition below) in the Territory of Middle East (see
1.2.) within the first 12 months following the signature the initial purchase of
250 units for the Territory of the Middle East.
HiPer and BCmini and all future products conceived, marketed or manufactured by
GAP are herein referred to as the "Terminals".
1. Subject of the agreement
1.1. GAP hereby grants the VAR the exclusive and/or non-exclusive right to sell
the Contractual Products in the Territory as defined in Annex 1.
1.2. The territory (the "Territory") is -France (exclusive right) and Saudi
Arabia, UAE, Kuwait, Yemen, Bahrain, Qatar, Syria and Lebanon
(non-exclusive right subject to provisions of Section 17).
1.3. Contractual Products are the products, systems and services as listed in
Annex 1. This list can be modified with the addition of new products in the
future, or the deletion of outdated products on an exclusive or
non-exclusive basis after prior agreement between GAP and the VAR.
2. Sales Activities
2.1. The VAR shall use its best efforts to promote and sell Contractual Products
in the Territory. The VAR shall maintain the organisation necessary to
ensure optimum sales activity for Contractual Products.
For this purpose, the VAR shall, among other things:
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2.1.1. maintain a stock of 10 Contractual Products, which is commensurate
with the expected business. Conversely, from the date of signature of
this agreement, GAP commits to have available standing Terminals
inventory of 60 units at all times that can be shipped to the VAR
within 7 working days of order, with the limitation that the VAR is
not allowed to place repeat orders for those units sooner than every 6
weeks. GAP also commits, from the date of signature of this agreement
to have available standing Terminals inventory of 100 units at all
times that can be shipped to the VAR within 6 weeks of order;
2.1.2. set up maintenance, workshop facilities and showrooms corresponding
to the requirements of the business;
2.1.3. act and invest into the organisation and sales activities according
to the sales and marketing plan of Annex 4 with the target to achieve
above mentioned strategic targets;
2.1.4. in the framework of Annex 5, provide adequate technical service for
regular maintenance and repair of Contractual Products in the
Territory, regardless of when and how these products have been brought
into the Territory, as long as these Contractual Products have been
sold by Smart, and maintain a stock of spare parts sufficiently to
satisfy customer demand;
2.1.5. maintain adequate installation, building and/or commissioning
capabilities, as the case may be.
2.2. At Smart's reasonable request and GAP's reasonable time, GAP shall furnish
the VAR free of charge with product lists and other sales literature in
appropriate quantity in English, if available. Furthermore, GAP shall
assist the VAR, upon request, to the extent feasible in producing special
sales literature according to the terms of a separate agreement.
2.3. The VAR shall strictly comply with all laws and regulations regarding the
performance of its activities applicable in the Territory. The VAR is
responsible that the terminals are compliant with the codes, rules and
regulations of each country within the Territory. In case product
adjustments are requested, the necessary costs and resources have to be
discussed aiming at a feasible and economic mutual arrangement.
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3. Transactions
3.1. Transactions concerning Contractual Products shall be performed by the VAR
in its own name and for its own account.
3.2. The VAR shall place its orders directly with GAP and all correspondence
concerning VAR's orders, deliveries and payments shall be addressed to GAP.
3.3. Prices for Contractual Products and Services purchased by the VAR are
quoted in regularly updated price lists according Annex 2 or in the offers
made by GAP in individual cases.
3.4. Payment shall be remitted to GAP in accordance with the general or special
terms of payment agreed upon with the VAR in Annex 2. Payment shall be
deemed to have been effected on the day on which GAP is unconditionally
free to dispose of the paid amount at a paying office chosen by GAP within
or outside of the Federal Republic of Germany. GAP may assign to third
parties, any payment claims arising from this Agreement with the consent of
the VAR. Such consent shall not be unreasonably withheld.
4. Scope and Limitation of VAR's Authority
4.1. The VAR shall not assume obligations in the name or on the account of GAP
and shall not make any representations or warranties on behalf of GAP,
except as expressly authorised by GAP.
4.2. The VAR shall be deemed at all times to be an independent contractor and
nothing contained herein shall be deemed to create the relationship of
employer and employee, partnership, joint venture, or principal and agent
between the VAR and GAP. Therefore, the VAR shall not be entitled to any
commission.
5. Use of the Name GAP and of the Trademark "GAP" and other Trademarks
5.1. Reference to "GAP" can be made on the VAR's stationery, visiting cards,
sales promotional or other written material only with the prior written
approval of GAP. GAP and the VAR will exchange customer references for
marketing purposes.
5.2. Subject to revocation by GAP at any time under the important reasons and of
the events of default as stipulated in subsection 17.1, the VAR shall be
permitted to use the trademark GAP and other trademarks registered in GAP's
name for advertising and promotional
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purposes, provided that the VAR observes the applicable GAP directives and
uses only those trademark designs approved in writing in advance by GAP.
Upon request by GAP or if required by law, GAP and the VAR shall conclude a
separate trademark license agreement.
5.3. The VAR is not allowed to remove or cover the GAP trademark or GAP product
name on Contractual Products. GAP authorises the use of the Smart logo on
all Terminals purchased from GAP.
5.4. In addition, GAP will provide at Smart's reasonable request and under
conditions that will be determined at a future date, all labelling,
shipping and identifying literature regarding the Contractual Products sold
in the Territory.
5.5. Upon termination of this Agreement, the VAR shall immediately cease to use
in any manner whatsoever the name GAP and the trademark GAP, as well as any
other trademark in which GAP has any rights.
6. Advertising
6.1. The VAR shall advertise and promote the Contractual Products in a manner
intended to achieve optimum development of the business.
6.2. Following agreement by the Parties, GAP shall advise the VAR, upon VAR's
reasonable request, regarding planning, organisation and implementation of
advertising for the Contractual Products. In addition, GAP shall supply the
VAR, upon VAR's reasonable request, with sufficient requisite material
needed for the VAR's own production of advertising material.
7. Reporting
The VAR shall make regular reports to GAP in the manner and at the intervals
requested, in any event on a quarterly basis, about material events regarding
the business with the Contractual Products, the market situation, business
prospects, activities of competitors and other pertinent developments.
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8. Training of Personnel and Implementation
Subject to prior agreement concerning the number of trainees and the kind,
extent, location and duration of their training, GAP shall train suitably
qualified personnel of the VAR. Unless otherwise agreed upon, the VAR shall bear
the costs for the trainees, including travel and living expenses,
9. Inquiries
The VAR shall forward to GAP any and all inquiries regarding the Contractual
Products that are received from countries located outside the Territory. The
VAR, however, shall have no claim to compensation from the aforementioned
referrals.
10. Non-Competition
10.1. The VAR shall not, without the prior written consent of GAP:
10.1.1. copy Contractual Products or parts thereof;
10.1.2. develop, manufacture, act as intermediary for, or distribute
products that compete directly or indirectly with Contractual Products
of parts thereof (products which are in the product portfolio at date
of signature are excluded); or
10.1.3. manufacture or purchase products which are to be integrated or
combined with the Contractual Products.
Without the prior written consent of GAP, the VAR shall not promote, mediate or
sell Contractual Products outside the Territory.
11. Third Party Claims
11.1.The VAR shall inform GAP immediately in the event a third party, directly
or indirectly, brings a claim against GAP, including but not limited to
claims where the VAR intends to claim indemnification from GAP. The VAR
shall not of its own accord acknowledge such claims by third parties. The
VAR shall assist GAP in defending such claims, including but not limited to
claims arising in a lawsuit, and shall act only in accordance with the
written instructions of GAP. GAP shall reimburse the VAR for expenses
incurred in such defence.
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11.2.If a third party raises well-founded claims against the VAR on the grounds
of or in connection with an infringement of intellectual property rights
due to the delivery of the Contractual Products to the VAR and/or its
sub-VAR(s), sub-licensee(s) and distributor(s) as the case may be, or the
sale of the Contractual Products to the end-users, GAP shall be obliged, at
its own discretion and cost and to the exclusion of any further liability
on the part of GAP either:
11.2.1. to acquire the rights of use from the person or entity entitled to
grant such rights; or
11.2.2. to modify the product components subject to the infringement
contention in order to remove the claim of rights infringement; or
11.2.3. to replace the infringing product components with non-infringing
components; or
11.2.4. as a last resort, to take back the Contractual Products subject to
the dispute against reimbursement of the price paid by the VAR and/or
its sub-VAR, sub-licensees and distributors as the case may be if the
Contractual Products remain in the distribution channel, or extend an
offer to the end users to repurchase the Contractual Products at the
sales price minus depreciation.
Claims shall be deemed well founded only if they are acknowledged as such by GAP
or finally adjudicated as such in a legal proceeding defended by the VAR at the
instruction of GAP.
12. Inventions and Intellectual Property Rights
The VAR shall insure that it or any of its employees will refrain from
infringing on the inventions and intellectual property rights of GAP regarding
the Contractual Products and will promptly inform GAP. With the above
limitation, all future software and hardware development performed by Smart will
be the intellectual and legal property of Smart. In the event that the VAR sells
any of its intellectual property rights, industrial property rights and
inventions, the VAR shall first offer GAP the right to acquire the rights in
such inventions, industrial property rights or other intellectual property
rights. Conversely, all future software and hardware development performed by
GAP will be the intellectual and legal property of GAP.
13. Confidentiality
Except as necessary for the performance of this agreement, the VAR shall not
disclose to third parties any technical or marketing information (e.g. drawings,
internal interfaces, software) of a
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confidential nature which it may acquire in the course of its co-operation with
GAP, and shall also prevent the aforementioned information from being disclosed
to or used by unauthorised persons or parties. Where such information is
permitted to be passed on to the VAR's sub-VAR(s), the VAR's sub-licensee(s) and
the VAR's distributor(s) as the case may be, or to its customers, the VAR's
sub-VAR(s), sub-licensee(s) and distributor(s) as the case may be and the
customers shall be instructed by the VAR of a substantially similar obligation.
The terms of this provision shall survive the termination of this agreement.
14. Assignability
The VAR shall neither assign, transfer nor delegate any rights arising from this
agreement to third parties without the prior written consent of GAP, which shall
not to be unreasonably withheld, except that the VAR will have the expressed
right to grant sub-license(s), distributorship(s) or sub-VAR agreement(s) in the
Territory under the condition that the sub-licensee(s), the distributor(s) or
sub-VAR beneficiary (ies) shall be bound in writing by the same obligations
towards GAP as SMART.
15. Limitation of Liability
▇▇.▇.▇▇▇ shall be liable only for those damages arising under or in connection
with this agreement for which GAP has expressly assumed liability or for
which liability is legally compulsory, such as in cases of intent or gross
negligence.
▇▇.▇.▇▇ no event shall GAP be liable for indirect or consequential damages,
including loss of profits.
16. Actions upon Termination
16.1.Upon termination of the Agreement, the VAR shall return to GAP without
delay all business records and any copies thereof (in particular, but not
limited to, technical data and drawings, price lists, advertising material)
herein collectively referred to as the "Documents", which have been made
available to it by GAP. Notwithstanding the foregoing, insofar as such
business records remain necessary for the execution of orders already
received or offers which were submitted as binding, the business records
shall be handed over to GAP immediately after the performance of said order
or offer has been completed.
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16.2.All Documents necessary to the claims of the VAR arising from or in
connection with the termination of this agreement shall be excluded from
the obligations of return stipulated in paragraph 16.1. in such a way that
a copy of the necessary documents can be kept by SMART and the originals
returned to GAP.
17. Duration of Agreement, Exclusivity and Termination
This Agreement shall become effective upon its signature and shall remain in
force for an indefinite period of time as long as the VAR is not in default of
its obligations and as long as the minimum Contractual Products purchase
commitments contained in Annex 3 are met over any twelve-month period from the
signature of this agreement.
For calendar year 2003, the minimum purchase commitments are assessed on a
quarterly basis, as per Annex 3.
In order to proceed in year 2005 and the following years the Parties will
undertake good-faith negociations to renew the VAR starting at the end of
calendar year 2004,.
Exclusivity is based on fulfilment of the quarterly or yearly forecasted sales
targets as the case may be. If the quarterly targets are not reached the
exclusivity arrangements are automatically changed to non-exclusivity either
concerning the Contractual Products and/or the Territory.
The countries of Saudi Arabia, UAE, Kuwait, Yemen, Bahrain, Qatar, Syria and
Lebanon, initially operating under a non-exclusive right to market the
Contractual Products, will earn a status of exclusive Territory and retain such
status when several conditions are met:
* An initial purchase of 250 units, all Contractual Products combined, and
* A minimum purchase of 440 units in the first quarter following the initial
purchase, inclusive of the initial purchase, 580 in the second quarter, 820
in the third, 1,000 in the fourth, 5,000 units in the second year following
the initial purchase and 12,500 in the third year, all Contractual Products
combined.
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2.1. Notwithstanding the provisions of Section 17 either Party is entitled to
terminate this agreement prematurely and with immediate effect for
important reasons.
An important reason shall be deemed to exist, for example, if:
2.1.1. there exists a Force Majeure or other circumstance beyond a Party's
reasonable control which hinders the Party's performance under this
agreement for more than six (6) month;
2.1.2. the VAR violates the provisions of Section 10.
2.1.3. a petition is filed against a Party under the provisions of the laws of
insolvency or bankruptcy.
2.1.4. the VAR's legal or ownership status or management substantially changes
in such a way that GAP's adherence to this agreement cannot reasonably be
expected; or
2.1.5. a Party is in serious arrears with respect to its payment commitments or
otherwise materially breaches this agreement so that the other Party's
adherence to this agreement cannot reasonably be expected.
2.2. Furthermore, GAP shall have the right to terminate this agreement
prematurely in the event:
16.1.1 the VAR does not fulfil the minimum sales targets stated in Annex 3 and
the preamble.
16.1.2. the VAR does not fulfil substantially the sales and marketing activities
stated in Annex ____ 4; or
16.1.3. the VAR acquires, directly or indirectly, a controlling interest in a
company competing with GAP in the Terminals business or concludes contracts
with such company giving the VAR a dominant influence over such company; or
16.1.4. a company competing with GAP in the Terminals business acquires,
directly or indirectly, a controlling interest in the VAR.
The VAR agrees to inform GAP immediately by registered letter of the identity of
the company competing with GAP in the Terminals business in which the VAR has
acquired an interest or which has acquired an interest in the VAR, and when such
interest has been acquired. In that case, GAP shall decide whether it will
continue the VAR relationship. GAP shall notify the VAR of its decision within a
period of ninety (90) days after receipt of the letter from the VAR. In the
event GAP decides to terminate this agreement, the termination shall be
effective as of its notification to the VAR.
16.2.If the VAR intents to act as agent or distributor of electric and
electronic products of a third party, other than those which compete with
Contractual Products, it shall immediately
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inform GAP thereof. Electric and electronic products which are already sold
by the VAR at the time of signature of this agreement are excluded from the
reporting requirement.
16.3.Notice of termination shall be given by registered letter. If transmittal
by registered letter is not possible, any other form of transmittal shall
be deemed sufficient.
16.4.The VAR shall ensure that upon termination of this agreement, all
sub-agreements entered into by him shall be cancelled, such that, to the
extent feasible, they expire on the day of termination of this agreement.
17. Notices
All notices which any of the Parties is required or desires to serve upon
the others pursuant to the terms of this Agreement shall be in writing and
shall be delivered to the following addresses:
To the VAR: Smart Technology
▇▇▇ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
To GAP: GAP AG fur GSM Applikationen und Produkte
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇ - ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
All notices regarding business administration, ordering, deliveries, pricing,
etc., shall also be delivered to the address of GAP.
18. Arbitration
The parties shall make a good faith effort to settle amicably any dispute or
difference arising out of or resulting from this agreement, its Annexes or
ancillary agreements regarding its
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performance. An attempt to arrive at a settlement shall be deemed to have failed
as soon as one of the Parties to the agreement so notifies the other Party in
writing.
If an attempt at settlement has failed, the dispute shall be resolved definitely
and exclusively by arbitration under the Rules of Arbitration of the
International Chamber of Commerce in Paris ("Rules") by three (3) arbitrators
appointed in accordance with the Rules.
The place of arbitration shall be Munich, Germany. The procedural law of that
place shall apply where the Rules are silent. It is agreed that all documentary
submissions, presentations, and proceedings shall be in the English language.
The arbitral award shall be substantiated in writing. The decision of the
arbitral tribunal shall be final and binding on the Parties, and judgement upon
the arbitral award may be entered in any court having jurisdiction thereof. The
arbitral tribunal shall assign the costs of arbitration.
19. Applicable Law
The contractual relations between the Parties shall be governed by the
provisions of this agreement, its Annexes and all other agreements regarding its
performance, and otherwise in accordance with the substantive law in force in
the Federal Republic of Germany.
20. Compliance with Export Control Regulations
GAP shall not be obliged to perform deliveries, orders and other obligations
under this agreement if that performance is hindered by the applicable
import-export laws and regulations of the Federal Republic of Germany, and
whenever applicable and restricted to the country (ies) involved.
21. Written Form
Modifications of or amendments to this agreement shall be valid only when made
in writing.
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22. Legally Void or Unfeasible Provisions
Should individual provisions of this agreement be legally void or unfeasible,
the validity of the remaining agreement shall not be affected thereby. In such a
case the Parties shall by mutual agreement substitute for the questionable
provisions new provisions considered substantially equivalent in economic terms.
Place, Date
GAP Aktiengesellschaft Smart Technology
/s/ Awa Garlinska /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------- -----------------------------
Awa Garlinska, CEO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Sales Director Europe
Annex 1 to Annex 5
------------------
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Annex 1
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates -
Hereinafter collectively referred to as "Smart" or "The Value-Added Reseller" or
"The VAR" Contractual Products referred include:
* Bordcomputer -BCmini Plus - HiTrack exclusive sales rights for France
non-exclusive sales rights Saudi Arabia, UAE, Kuwait, Yemen, Bahrain,
Qatar, Syria and Lebanon
HiTrack includes:
BCmini + GPS/GSM antenna + 14 pin Power Cable + installation & user
guide + portable hands free + firmware
* HiPer exclusive sales rights for France non-exclusive sales rights Saudi
Arabia, UAE, Kuwait, Yemen, Bahrain, Qatar, Syria and Lebanon
HiPer + HiPer leather pocket + Power supply + Motion sensor + installation
& user guide + firmware
* HiLocate exclusive sales rights for France non-exclusive sales rights Saudi
Arabia, UAE, Kuwait, Yemen, Bahrain, Qatar, Syria and Lebanon
HiLocate server + HiLocate client + Map server All above products including
upgrades, options, modifications and succeeding products.
Remark:
Geocalise, France and Mawarid Holding, Saudi Arabia are presently excluded from
the exclusivity arrangement and will be handled from GAP directly. Aim is to add
both companies to the Agreement as soon as feasible.
page 14 of 21
Annex 2
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates -
Hereinafter collectively referred to as "Smart" or "The Value-Added Reseller" or
"The VAR"
Prices and Conditions for Contractual Products
Product Order number Price per unit
HiTrack (as defined in Annex 1)
Incl. BCmini, GSM/GPS antenna,
14 pin power cable, headset first 500 EUR 592
next 500 EUR 575
next 1000 EUR 550
As soon as the next higher tranche of
unit volume is reached, the new lower
unit price applies for all orders and
deliveries effected in that new tranche.
Options
26 pin signal cable EUR 45
HiDis EUR 770/single units
HiDis (10 units) EUR 650/pc
HiDis (50 units) EUR 600/pc
Handsfree Car Kit EUR 150
Combined antenna EUR 69
Scanner EUR 380
HiPer (as defined in Annex 1)
Incl. power supply, motion sensor
and leather bag first 500 EUR 592
next 500 EUR 575
next 1000 EUR 550
As soon as the next higher tranche of unit volume is reached, the new lower unit
price applies for all orders and deliveries effected in that new tranche. This
pricing clause is valid for one year from the date of signature of this
agreement
page 15 of 21
Options
Leather bag EUR 13
Superior bag EUR 39
Case holder for car EUR 5
Car charger EUR 39
Power supply EUR 39
Standard battery EUR 35
1130 mAh battery EUR 45
Tear-off contact EUR 35
Trace cable EUR 119
Motion sensor upgrade EUR 99
Software upgrade EUR 49
HiLocate
HiLocate Basic 3.0 M&G Single User, incl.
ComChannel TC35, device driver HiTrack/HiPer and
Map&Guide map adapter, client, 20 mobile devices EUR 2.200
Option
Map&Guide France city map EUR 650
Licenses - 20 moble devices EUR 400
- 100 mobile devices EUR 800
- 500 mobile devices EUR 1.600
HiLocate Client including France city map from Map&Guide EUR 1.250
HiLocate Client including general Europe map from Map&Guide EUR 1.445
HiLocate Client including all Europe city map from Map&Guide EUR 2.450
Start-Up Promotion
50 HiPer incl. power supply, motion sensor and leather bag 10 HiTrack incl.
BCmini, GSM/GPS antenna, 14 pin power cable, headset EUR 33.000
The Start-Up Promotion order will take effect as soon as the VAR Agreement is
signed
Call Center installation
HiLocate 3.0
HiLocate Integration Server French version
2 communication channels TC35
IBM Informix database
License for 500 mobile devices
2 Clients with Map&Guide Map France EUR 7.800
2 TC35T incl. GSM antenna, power supply and RS232 EUR 412
Installation and training, recommended: 5 days. EUR 1.200/dy
service contract HiLocate 24% per year EUR 1.368
(including updates and service release)
Repair pices for BCmini
Repair flat rate Price per unit
exchange housing EUR 120
exchange GSM-module EUR 290
exchange GPS-module EUR 220
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exchange control module EUR 200
Accessories/spare parts order number Price per unit
---------------------------------------------------------------------------
GSM-antenna 19002 EUR 25
GPS-antenna 11001 EUR 45
Power-Cable 11002 EUR 45
portable hands free 11003 EUR 25
Signal-cable 11004 EUR 50
Repair pices for HiPer
Repair flat rate Price per unit
exchange housing EUR 120
exchange GSM-module EUR 190
exchange GPS-module EUR 200
Repair service one tine initial charge EUR 49
+EUR 29/ half hour
+ material charge
All prices are net prices in EUR ex works Germany to VAR based on the agreed
unit volume commitments of the VAR stated in Annex 3. Insurance and freight and
all additional taxes are added to the above transfer prices.
For the initial order, payment shall be made either in cash, or against a bank
guarantee or an irrevocable letter of credit. For all subsequent orders, payment
terms will be 30 days from delivery for orders of up to 50 units
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Annex 3
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates -
Hereinafter collectively referred to as "Smart" or "The Value-Added Reseller" or
"The VAR"
Distributor's forecast for France
France Q1 Q2 Q3 Q4
2003 2003 2003 2003
------------------------------------------- -------- -----------------
HiPer 50 100 150 200
HiTrack (all incl. HiLocate) 10 100 150 300
------------------------------------------- -------- -----------------
France ▇▇ ▇▇
------------------------------------------- --------
HiPer 1.250 3.125
HiTrack (all incl. HiLocate) 1.250 3.125
------------------------------------------- --------
Middle East Q1 Q2 Q3 Q4
Saudi Arabia, UAE, Kuwait, 2003 2003 2003 2003
Yemen, Bahrain, Qatar, Syria,
Lebanon
---------------------------------------------------- ------- -------------
HiPer 250 100 150 250
HiTrack (all incl. HiLocate) 250 100 150 150
---------------------------------------------------- ------- -------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, UAE, Kuwait,
Yemen, Bahrain, Qatar, Syria,
Lebanon
-------------------------------------------------------- --------
HiPer 2.000 5.000
HiTrack (all incl. HiLocate) 2.000 5.000
-------------------------------------------------------- --------
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Annex 4
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates -
Hereinafter collectively referred to as "Smart" or "The Value-Added Reseller" or
"The VAR"
Market introduction activities to be done in the first year
Advertising
Promotional CD-ROM on company and products.
Advertising in trade publications.
Public Relations
Promotional campaign with TV channels and mass-market periodicals.
PR with regulatory authorities.
Mailing
Mailing to the distributors' networks within the Territory, to local
municipal services, to large accounts and government-owned
enterprises and institutions.
Exhibitions
Participation to major trade shows.
Internet
Website with Flash animation and audio.
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Annex 5
between
GAP AG fur GSM Applikationen und Produkte
- Hereinafter referred to as "GAP" -
and
SMART TECHNOLOGY, Inc. and all current and future subsidiaries and affiliates -
Hereinafter collectively referred to as "Smart" or "The Value-Added Reseller" or
"The VAR"
Processing of after sales service and repair for GAP products
-------------------------------------------------------------
1. Principles
To ensure our client's satisfaction, GAP has available in Germany a timely and
high - quality service hotline at the VAR's disposal.
2. Processing of service between the VAR and the GAP hotline
For after sales service the VAR can call the service hotline at
▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇
GAP hotline: + 49 89 66 66 95 - 660
GAP telefax: + 49 89 66 66 95 - 510
* If devices are defective, GAP's hotline will diagnose the problem and will,
if necessary, arrange for an exchange. As a rule, the VAR will then receive
the exchange unit within one week.
* If the manufacturer's warranty, which has been granted by GAP to the VAR is
still valid, the exchange will be effected by regular mail. As soon as the
defective device reaches GAP, the exchange unit will be sent to the VAR.
The defective devices have to be forwarded to the following address: GAP AG,
service department, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
* Antennas, attachments and connection cables remain at the VAR and will not
be replaced. If the VAR has already sent antennas and attachments to GAP,
GAP will charge for replacement of these pieces at the current price list
(see Annex 2) without checking them.
* If, according to the manufacturer's warranty, GAP is responsible for the
defect of the device, the replacement or the repair will be free of charge.
* If the manufacturer's warranty has expired, the current repair cost
schedule and price list will be charged as appropriate (see Annex 2).
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2. Warranty conditions
GAP grants a manufacturer warranty to the VAR. The warranty terms and conditions
are included in the service instructions manuals.
3. Delivery and settlement
4.1. The repair and replacement prices are in accordance with the current GAP
price list (see Annex 2). 4.2. The deliveries of GAP to the VAR as well as the
VAR's return of defective devices to GAP will be effected Ex Works. Other types
of deliveries may be charged shipping costs on a case-by-case basis.
4.3. GAP reserves the right to determine that the components of the exchange
devices will differ from the components of Terminals shipped against purchase
orders. Exchange devices will be sent without antennas, connection cables and
service instructions. In these cases, the devices will have different serial
numbers and will be shipped under special packaging.
4. Definition of write off
A write off is defined as products that are not able to be repaired (damage
through abuse of products). Criteria for abuse of products leads to warranty
cancellation:
* Damage through fire (e.g. short-circuit)
* Damage through corrosion (e. g. liquids entering into board computer)
* Abuse by tempering by unauthorised repair personnel (e.g. damaged screws,
wrong soldering, wrong mechanical assembly, damaged warranty seal)
* Mechanical damage (breakage, scratches, cracks, shape alterations,
knock-off parts, tearing of soldered joints)
* Damage due to careless use (climate, third-party accessories, vibrations or
blows, surrounding atmosphere, non-OEM or knock-off parts inside, dust or
chemical deposits).
The prices for new exchange devices in case of total loss are mentioned in
Annex 2
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