[ * ] Omitted pursuant to a request for
confidential treatment filed separately
with the Commission.
HP PURCHASE AGREEMENT NO. 195-464
This HP Purchase Agreement ("Agreement") is entered into by Hewlett-Packard
Company ("HP"), a California corporation, and the Seller named on the last
page hereof ("Seller"), on the following terms and conditions.
1. RECITALS
1.1 Seller offers such services as the fulfillment of customer requests
for promotional items and component parts. In the process of
supplying such services Seller may perform services such as disk
duplication, receipt of telephone, facsimile, and mail orders from HP
customers, shipping of products, entering customer information into a
database, database management, and collection of monies on behalf of
HP.
1.2 HP desires Seller to supply these services to HP for the purpose of
fulfilling customer requests from certain promotional programs
sponsored by HP and certain offers made by HP for components parts.
2. DEFINITIONS
2.1 Customers - End-users who have requested Products from Seller.
2.2 Order Date - Date on which a customer order is initially received but
payment has not been verified.
2.3 Processing Date - Date on which payment has been verified and order is
released for shipment.
2.4 Ship Date - Date on which Product was picked up by freight carrier.
2.5 Processed Orders - Purchase orders that have been received and
shipped.
2.6 Unpaid Purchase Orders - Purchase orders from government or
educational institutions which were initiated by a Purchase Order,
shipped, but which have not yet been paid.
2.7 Closed Purchase Orders - Purchase orders against which Seller has
received payment in full or which have not been paid and have aged
more than 150 days from the Ship Date.
2.8 Blanket Production Purchase Orders - Purchase orders which remain open
for a specified period of time and specify a maximum number of units
and/or dollar amount, allowing Seller to invoice expenses per the fees
established in Program Documents as they occur. Purchase orders will
reference this Agreement by number.
2.9 Fulfillment - The process of receiving customer orders, verifying
payment and proof of purchase when required, entering information to a
database, kitting material when required, and shipping Product.
2.10 Products - Material described in Program Documents.
2.11 Program Documents - Documents describing a specific program on behalf
of a specific HP location.
2.12 HP Program Manager - HP employee specified in Program Documents as
responsible for management of a specified Program on behalf of HP.
2.13 HP Customer Assistance Organization - Organization or individual
specified in Program Documents who will be responsible for resolution
of customer issues not resolvable by Seller.
3. PURCHASE OF PRODUCTS OR SERVICES
3.1 Except as otherwise provided in the attached exhibits and in Article 4
below, HP shall purchase and Seller shall sell Products or services
specified in Program Documents issued pursuant to this Agreement.
3.2 This Agreement shall enable all locations, divisions, and subsidiaries
of HP to purchase Products or services on the terms and conditions
provided herein from Seller. Accordingly, this Agreement shall be
binding on all locations, divisions, and subsidiaries of both HP and
Seller.
3.3 This Agreement shall be administered, on behalf of HP, by HP's
Operations Procurement Department ("HPOP").
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HP PURCHASE AGREEMENT NO. 195-464
4. This Agreement shall be effective for the period (the "Term") specified in
the attached exhibits. At the expiration of the Term, this Agreement shall
automatically expire unless earlier terminated as provided herein.
5. PRICE AND INVOICING
5.1 [ * ]
5.2 Payment for Products and Services by HP shall be [ * ], after receipt
by HP of an appropriate invoice from Seller ("Invoice").
5.3 HP may deduct from Seller's outstanding invoices any monies owed to HP
by Seller as a result of transactions under this Agreement.
6. FINANCIAL RESPONSIBILITIES
6.1 CREDIT CARD ORDERING
(a) Seller will verify credit through the financial institution
specified in Program Documents issued pursuant to this Agreement.
Upon verification, Seller will fill out a debit form provided by
the financial institution and imprint HP's logo and merchant
number (assigned to the specific HP location by the financial
institution) on the form.
(b) Upon completion of the debit form, Seller will release the order
for processing.
(c) Credit cards not verified must not be fulfilled. Upon
notification of denial, Seller will mail the letter identified in
Program Documents, on HP stationery, to the customer indicating
the verification problem. Seller will report to the HP location
on a weekly basis customer name, address and work telephone
number for non-verified credit card orders.
6.2 MONEY ORDER, CERTIFIED CHECK AND CHECK ORDERS
(a) Seller will receive orders for fulfillment via the mail. Seller
will confirm and record at least the following information: Type
of order (mail, facsimile, or telephone), Product description and
size, customer name and address, serial number and shipping
information, work telephone number, quantity, list price, sales
tax, amount received.
(b) All remittances must be made payable to Hewlett-Packard Company
in U.S. funds only. Orders must include all applicable state
sales taxes. Purchase orders will only be accepted from
government and educational institutions.
(c) If payee is not HP, if list price is wrong, or if sales tax has
been omitted, Seller will return payment to the customer along
with a form letter provided by the HP location, printed on HP
stationery, indicating the reason the order was not processed.
(d) Upon verification that correct funds have been received, Seller
will release the order for processing.
6.3 GOVERNMENT OR EDUCATIONAL INSTITUTION PURCHASE ORDER PROCESS
(a) For Government and Educational Institutions Fulfillment, Seller
will ship Product upon receipt of a Purchase Order in the same
fashion as other orders received by mail.
(b) Seller will separately identify Purchase Order shipments from
other shipments on all reports and invoices sent to HP.
(c) Invoices for these orders should be printed at the end of each
business day along with the invoices for all other orders.
Orders flagged as Purchase Orders must generate invoices that
show the following information:
(1) The total amount due, including sales tax (amount paid
should be zero).
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HP PURCHASE AGREEMENT NO. 195-464
(2) Payment is due [ * ] from date of invoice.
(3) Payment should be made out to Hewlett-Packard Company.
(4) Payment should be sent to the HP Post Office Box identified
in Program Documents issued pursuant to this Agreement.
(d) If the customers are exempt from sales tax, Seller will record
their tax-exempt I.D. number and exclude sales tax from the total
due on the invoice.
(e) Seller will make every reasonable effort to collect unpaid
Purchase Orders on HP's behalf. The letters identified in
program Documents issued pursuant to this Agreement will be
mailed on stationery supplied by HP after 30 days, 60 days, and
90 days from the Ship Date.
(f) Seller will report to HP on a weekly basis all Purchase Order
payments deposited in HP's account. These payments must be
separately identifiable from all other payments.
(g) Seller will provide reports on a weekly basis which:
(1) Identify all Purchase Orders which currently are unpaid, and
(2) Classify unpaid Purchase Orders according to number of days
from date of Product shipment (categories are: 30, 60, 90
and 120 days from Ship Date).
(h) Seller will provide a weekly reconciliation of the current total
amount of unpaid Purchase Orders. The reconciliation must show
the beginning balance, all additions to and subtractions from the
balance, and the ending balance.
(i) For each Purchase Order received, Seller will keep a permanent
record containing:
(1) The original Purchase Order,
(2) Copies of all collection letters sent,
(3) Copies of any correspondence received from the Customers,
(4) Copies of the check received against the Purchase Order.
Should a single check be applied against multiple Purchase
Orders, Seller must include a copy of the check and a
schedule showing all Purchase Orders it was applied against.
(j) Seller will report separately to the HP location any unpaid
Purchase Order which becomes a Closed Purchase Order because no
payment has been received and more than 150 days have elapsed
from the Ship Date. Seller will also provide copies of the
entire permanent record for each unpaid Purchase Order which
becomes a Closed Purchase Order because of non-payment.
(k) Seller will provide archival storage of the complete Closed
Purchase Order record, but has no further responsibilities for
collecting these funds on behalf of HP.
(l) Seller will report receipts against Closed Purchase Orders
separately from all other payments.
6.4 FUNDS DEPOSITING PROCESS
(a) For credit card orders, Seller will verify credit through the
financial institution.
(b) Upon verification, Seller will fill out a Debit Form provided by
the financial institution and imprint HP's logo and merchant
number on the form. The form will have all the information
necessary for the financial institution to deposit funds into the
HP location's account. For check receipts, Seller will verify
payee and dollar amount before processing order. Inaccurate or
incomplete checks will be returned to the customer by Seller
without order fulfillment, as more particularly described in
paragraph 6.2(c).
(c) Seller will keep all credit card forms and checks in a locked,
restricted access safe until the financial institution arranges
for pick-up.
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HP PURCHASE AGREEMENT NO. 195-464
(d) Daily, or as otherwise specified by the HP Program Manager, an
armored car with bonded drivers will stop at Seller to pick up
the HP location's checks and credit card receipts. Seller will
ready funds for deposit as required by the financial institution.
The car will take these funds to the financial institution for
deposit into the HP location's account.
7. SHIPMENT AND DELIVERY
7.1 Seller will ship orders to customers within [ * ] of receipt of
payment, excluding weekends and holidays.
7.2 Shipments will be by "best way", as specified in Program Documents
issued pursuant to this Agreement.
7.3 Non-U.S. recipients will be responsible for any duty. Seller will be
the exporter of record for customs purposes.
7.4 If Seller receives requests from customers for reshipment of Product
not received, Seller will contact the specific HP Program Manager for
authorization to reship.
7.5 Fulfillment for customers who request air shipments will be shipped
with freight charges collect except as otherwise provided in the
Program Documents.
7.6 Customers may call who insist on shipment via next day air, not at
customer expense. These calls will be handled in the following
manner:
(a) Request is due to Seller error: Seller will reship to correct
the problem using next day air at no additional charge to HP for
fulfillment or shipping.
(b) Request is not due to Seller error:
(1) If Product is in route via surface, Seller will offer to
transfer customer to a designated HP contact, who may be
able to assist customer immediately. If customer refuses
this offer, Seller will record customer's name and telephone
number, and provide this information to the HP Program
Manager. It is HP's responsibility to contact the customer
and communicate fulfillment and shipping instructions to
Seller.
(2) If no Product is in transit, Seller will offer to ship
Product via mail in addition to following the transfer
process described in (1) above.
7.7 Seller agrees to handle referrals and problems by either:
(a) Referring calls to the HP customer assistance organization, or
(b) Providing the customer information which allows the customer to
follow up by contacting HP.
Specific referral and escalation procedures will be established by HP
locations in individual Program Documents.
7.8 Seller shall furnish to HPOP Quarterly Status Reports of the
cumulative dollar volume of Products or services provided. Such
reports shall be submitted on a form supplied by HPOP in accordance
with the reporting schedule in the attached exhibits.
8. WARRANTY
8.1 Seller warrants that the data reported in accordance with this
Agreement will be accurate and include all expenses related to
shipment of Products or provisions of Services.
8.2 Seller is only authorized to act for HP as set forth in this Agreement
and Program Documents, and warrants that Seller will assume all
responsibility for commitments or actions by Seller not authorized
therein.
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HP PURCHASE AGREEMENT NO. 195-464
8.3 Seller warrants that communications and conduct in performance of this
Agreement will be of such a nature as to project a professional and
positive image of HP.
8.4 Seller warrants that all HP telephone lines and Post Office boxes
described in this Agreement are to be used exclusively for the purpose
of conducting HP business.
8.5 Seller warrants that Seller does not have a merchant plate in Seller
name for the purpose of processing credit card orders, and that all
merchant plates in Seller's possession are the property of third
parties only.
8.6 Upon completion of a specific Program, Seller will provide the HP
location with copies of all archived records associated with such
Program that have not been previously submitted.
8.7 If, at the end of a specific Program, Seller is holding unique
Inventory and can document that the material procured was not in
excess of the quantities specified on the Blanket Production Purchase
Order, then HP will issue a Purchase Order to Seller for such unique
inventory.
8.8 HP warrants that HP has obtained all licensing rights required for
Seller to duplicate and ship software included in upgrade kits.
9. NONCOMPLYING PRODUCTS
9.1 Should HP become aware of substandard Product, HP will notify Seller
immediately and, if required by Seller, forward such defective Product
to Seller. Seller will credit HP for the purchase price of any such
defective Product identified. Seller will not be responsible for
errors on material which was printed in compliance with blue lines or
other original documentation provided or approved by HP. Seller will
credit HP for Product returned only to the extent that Seller
verification indicates the Product is defective.
9.2 Upon HP's request, Seller will promptly furnish a Corrective Action
Report on any Noncomplying Product.
10. HP PROPERTY
10.1 All materials, including without limitation designs or other property,
furnished to Seller by HP or paid for by HP in connection with this
Agreement (collectively "HP Property") shall:
(a) Be clearly marked or tagged as the property of HP;
(b) Be and remain personal property and not become a fixture to real
property;
(c) Be used only in filling Releases from HP;
(d) Be kept free of liens and encumbrances; and
(e) Be kept separate from other materials, tools or property of
Seller or held by Seller.
10.2 Seller shall bear all risk of loss or damage to HP Property until it
is returned to HP. Upon HP's request or upon the termination of this
Agreement, Seller shall deliver all HP Property to HP in good
condition, normal wear and tear excepted, without cost to HP. Seller
waives any legal or equitable rights it may have to withhold HP
Property.
10.3 All database information collected on behalf of HP or provided by HP
shall be the property of HP, shall be considered confidential
information of HP, and shall be used by Seller only as authorized in
this Agreement. Seller shall protect this information by using the
same degree of care, but no less than a reasonable degree of care, to
prevent the unauthorized use, dissemination or publication of the
confidential information as Seller uses to protect its own
confidential information of a like nature.
10.4 Without limiting the generality of Articles 10.1 through 10.3 above,
HP may file informational or protective financing statements to
confirm HP's title to HP Property. Such statements may be filed at
any time by HP without Seller's consent or signature; if Seller's
signature is required on the documents filed, HP may record a copy of
this Agreement.
11. INSURANCE
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HP PURCHASE AGREEMENT NO. 195-464
11.1 LIABILITY INSURANCE
(a) During the term and at all times that Seller performs for HP,
Seller shall maintain in full force and effect, at Seller's own
expense, insurance coverage to include Comprehensive General
Liability or Commercial General Liability with limits of
liability and coverages as indicated below:
(1) Premises and Operations;
(2) Products and Completed Operations;
(3) Contractual Liability;
(4) Broad Form Property Damage (including Completed Operations);
(5) Personal Injury Liability.
Comprehensive General Liability policy limits shall be not less
than a combined Single Limited for Bodily Injury, Property
Damage, and Personal Injury Liability of $1,000,000 per
occurrence and $1,000,000 aggregate.
Commercial General Liability (Occurrence) policy limits shall be
not less than $1,000,000 per occurrence (combined single limit
for bodily injury and property damage), $1,000,000 for Personal
Injury, $1,000,000 aggregate for Products Completed Operations,
and $2,000,000 General Aggregate.
Except with respect to Products and Completed Operations
coverage, the aggregate limits shall apply separately to Seller's
work under this agreement.
Such policies shall name HP, its Officers, directors, and
employees as Additional Insureds and shall stipulate that the
insurance afforded Additional Insureds shall apply as primary
insurance and that no other insurance carried by any of them
shall be called upon to contribute to a loss covered thereunder.
(b) Certificates of Insurance evidencing the required coverages and
limits shall be furnished to HP and shall provide that there will
be no cancellation or reduction of coverage without thirty (30)
days prior written notice to HP. Seller's continuing of business
without such insurance for more than 10 days shall be considered
a material breach of this Agreement.
11.2 FIDELITY/CRIME INSURANCE. Fidelity/Crime Insurance, including
employee dishonestly, robbery both within and outside Seller's
premises and depositors forgery, (and electronics funds transfer if
necessary) with a minimum limit of $1,000,000 shall remain in full
force during the term of the Agreement.
A Certificate of Insurance shall be provided evidencing that the
Seller's insurance will cover losses associated with the performance
of duties for HP and shall respond to HP's interests as they may
apply. The certificate should also name HP as additional insured.
12. GOVERNMENTAL COMPLIANCE
12.1 Seller shall comply with all federal, state, and local, and foreign
laws, rules and regulations applicable to its obligations under this
Agreement or to Products supplied hereunder.
12.2 Without limiting the generality of section 12.1 above, Seller shall
comply with all equal employment opportunity and non-discrimination
requirements prescribed by Presidential Executive Orders.
13. AUDIT AND REPORT REQUIREMENTS
13.1 Seller shall keep complete written records of activities undertaken
and documents received pursuant to this Agreement. Seller will
perform daily backup of the information pursuant to this Agreement,
stored on Seller's computer system. Seller will store one copy of
backed up computer information offsite. Upon one week notice to
Seller during the term of this Agreement, HP shall be entitled to
inspect and audit the records and processes of Seller with respect to
this Agreement.
13.2 Seller will, on an as requested basis, provide the HP locations with
reports itemizing all activities over a specified period. Itemization
will separate customer orders and include all customer information
such as: type of order, Product description, Product size, customer
name and address, serial number,
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HP PURCHASE AGREEMENT NO. 195-464
shipping information, work telephone number, quantity, list price,
sales tax, amount received. The information listed below must be
included, and the reports must include the identified cross-checks to
HP's deposits and Seller invoices. Orders must be separately
identifiable by order type (cash, credit card or Purchase Order).
Individual Product orders must be separately identifiable.
(a) Orders processed: Order date, Processing Date and Ship Date.
(b) Unit shipments: Quantity, sales tax, shipping and handling
charges and total charges will be separate. Total units shipped
must equal units billed by Seller against the Blanket Production
Purchase Order and units billed on Seller's fulfillment invoice.
(c) Payments received: Cash, Credit Card, and Purchase order
payments. The dollar amount of the payments received must equal
the total amount of funds deposited into the HP location bank
account at the financial institution and must equal shipments.
(d) Summary of sales tax collected for Products by state, with
Purchase Orders separately identifiable.
(e) Listing of tax-exempt customers and their tax-exempt
identification numbers.
13.3 Seller will, on a weekly basis, provide Seller's General Accounting
Manager with an itemized summary of all activities by Product.
13.4 Seller will, monthly, quarterly, and at the end of the program,
furnish the HP Program Manager with a printed report containing all
data recorded for each order. Seller will make available on request a
floppy disk containing the same data for specified periods.
13.5 Seller will, on a monthly basis, provide the HP Program Manager an
inventory reconciliation of Product.
13.6 Seller will, if requested, archive for the purpose of account
reconciliation the information itemized in Program Documents.
13.7 There will be no extra charge for these reporting services.
13.8 Seller's Shipping Department will forward the yellow copy of the
customer invoice directly to the HP contact specified in Program
Documents on a weekly basis.
13.9 Fulfillment process
(a) Seller will record the following information at the time of
fulfillment:
(1) Name (6) Specifics of Product Requested
(2) Title (7) Date Requested/Received
(3) Company (8) Serial number
(4) Address (including Zip) (9) Date and method shipped
(5) Phone
(b) If request received is not legible or clear, Seller will escalate
problem to a designated HP contact for clarification. HP will
take action to complete information and communicate instructions
for fulfillment to Seller.
14. Seller shall not, subject to the provisions of this Article 14, be liable
for any delay in performance under this Agreement caused by an act of God
or any other cause beyond Seller's control and without Seller's fault or
negligence (collectively "delaying cause"). Seller shall, in the event of
a delaying cause, immediately give notice to HP of the delaying cause.
15. DEFAULT
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HP PURCHASE AGREEMENT NO. 195-464
15.1 If Seller breaches any provision of this Agreement, HP may, by notice
to Seller and except as otherwise prohibited by the United States
bankruptcy laws, terminate the whole or any part of this Agreement or
any Release unless Seller:
(a) Gives HP notice, within three days after receipt of HP's notice,
of its intent to cure the breach; and
(b) Cures the breach within five days after receipt of HP's notice.
15.2 For purposes of Article 15.1 above, the term "breach" shall include
without limitation any:
(a) Proceeding, whether voluntary or involuntary, in bankruptcy or
insolvency by or against Seller;
(b) Appointment, with or without Seller's consent, of a receiver or
an assignee for the benefit of creditors;
(c) Act by Seller that endangers performance of this Agreement in
accordance with its terms;
(d) Failure by Seller to make a delivery of Products or perform
Services in accordance with the requirements of this Agreement or
any Release;
(e) Failure to provide HP, upon request, with reasonable assurances
of future performance;
(f) Sale of database information collected on behalf of HP or
provided by HP, or mixing of data with that of other Seller
customers; or
(g) Other failure to comply with the provisions of this Agreement.
15.3 The rights and remedies granted to HP pursuant to this Article are in
addition to, and shall not be deemed to limit or affect, any other
rights or remedies available to HP at law or in equity.
16. RIGHTS AND OBLIGATIONS UPON TERMINATION
16.1 Upon termination of this Agreement, Seller shall be obligated to
fulfill any orders or transactions received by Seller prior to such
termination and orders or transactions received by Seller for four (4)
months thereafter. HP will make available prompt lines of
communication and adequate supplies of Product to ensure that Seller
can fulfill its obligations.
16.2 Upon termination of this Agreement, HP shall immediately begin work to
find an alternate provider to fulfill orders or transactions, or work
to change the redemption location designated on communications, or
stop communications being sent to program participants.
16.3 Upon termination of the Agreement due to bankruptcy, insolvency or
change of ownership or default by Seller, Seller will use its best
efforts to assist HP in locating a means by which HP programs can
continue to operate. This includes, but is not limited to, Seller
forwarding HP's telephone number to an adequate answering service
where the calls can be directed to an appropriate source and the
forwarding of any mail sent to Post Office Boxes rented on behalf of
HP programs to an address designated by HP.
16.4 Upon termination of this Agreement, each party shall forthwith return
to the other party all documents, paper stock, materials and any other
proprietary information held by each pursuant to this Agreement. Each
party shall assist the other in effecting an orderly termination of
the business affairs contemplated hereunder.
17. NOTICES
17.1 Any notice given pursuant to this Agreement shall be in writing and
shall be deemed received as of seventy-two hours after posting by U.S.
mail, registered or certified, return receipt requested.
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HP PURCHASE AGREEMENT NO. 195-464
17.2 Any notice relating to the shipment of Products or to invoices shall
be sent to the HP Location originating the Program Document, and any
other notice concerning this Agreement shall be sent to HPOP. The
address for HPOP is specified on the signature page of this Agreement.
17.3 Any notice sent to Seller pursuant to this Agreement shall be sent to
the address specified on the signature page of this Agreement.
18. CONFIDENTIAL INFORMATION
18.1 Seller shall not disclose to any person or entity, other than those
employees of Seller who have a need to know, any confidential
information of HP, whether written or oral, which Seller may obtain
from HP or otherwise discover in the performance of this Agreement.
As used in this Article 18, the term "confidential information" shall
include, without limitation:
(a) All information or data concerning or related to HP's Products
(including the discovery, invention, research, improvement,
development, manufacture, or sale of HP Products) or business
operations (including sales costs, profits, pricing methods,
forecasts, organization, employee lists, and processes);
(b) All HP Property of a confidential nature.
18.2 Without limiting the generality of Article 18 above, Seller shall
maintain all confidential information in strict confidence. Seller
shall take all reasonable steps to ensure that no unauthorized person
or entity has access to confidential information, and that all
authorized persons having access to confidential information refrain
from any unauthorized disclosure.
18.3 The provisions of this Article 18 shall not apply to any information
(a) Is rightfully known to Seller prior to disclosure by HP;
(b) Is rightfully obtained by Seller from any third party;
(c) Is or becomes available to the public without restrictions; or
(d) Is disclosed by Seller with the prior written approval of HP.
18.4 Seller shall not disclose to any third party, without the consent of
HP, the existence of terms of this Agreement.
19. PRECEDENCE
19.1 This Agreement takes precedence over Seller's additional or different
terms and conditions, to which objection is hereby made by HP.
Acceptance by Seller of a contract to supply the Products is limited
to the provisions of this Agreement.
19.2 This Agreement comprises the entire understanding between the parties
and supersedes any previous communications, representations, or
Agreements, whether oral or written. No modification of this
Agreement shall be valid or binding on either party unless in writing
and signed by an authorized representative of each party.
19.3 In the event of any conflict between the provisions of this Agreement
and any Program Document, this Agreement shall control.
20. MISCELLANEOUS
20.1 Neither party shall delegate or assign any rights under this Agreement
to any third party unless the other party to this Agreement consents
to such delegation or assignment in writing. Any attempted delegation
or assignment without the consent shall be void.
20.2 The waiver of any term, condition, or provision of this Agreement by
HP or Seller must be in writing. No such waiver shall be construed as
a waiver of any other term, condition, or provision except as provided
in writing, nor as a waiver of any subsequent breach of the same term,
condition, or provision.
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HP PURCHASE AGREEMENT NO. 195-464
20.3 This Agreement shall be interpreted and governed in all respects by
the laws of the State of California. Seller and HP hereby consent to
the jurisdiction and venue of the California courts.
20.4 If either HP or Seller employs attorneys to enforce any rights arising
out of or relating to this Agreement, the prevailing party shall,
after appeal rights area exhausted, be entitled to recover costs and
reasonable attorney's fees.
20.5 All references in this Agreement to "days" shall, unless otherwise
specified herein, mean calendar days.
20.6 Stenographic, typographical, or clerical errors are subject to
correction.
20.7 The parties agree that to the extent any provisions or portion of the
Agreement shall be held to be unreasonable, unlawful or unenforceable,
then any such provision or portion shall be modified to the extent
necessary to allow any such provision or portion to be legally
enforceable to the fullest extent permitted by applicable law and that
any court of competent jurisdiction shall, and the parties authorize
such court to, enforce any such provision or portion or to modify any
such provision or portion such that any such provision or portion
shall be enforced by such court to the fullest extent permitted by
applicable law.
21. EXHIBITS
21.1 All exhibits attached to this Agreement shall be deemed a part of this
Agreement and incorporated herein by reference. The term "Agreement"
includes the exhibits listed in this Article 21.
21.2 Terms which are defined in this Agreement and used in any exhibit
shall have the same meaning in the exhibit as in this Agreement. In
the event of any conflict between any exhibit and this Agreement, this
Agreement shall control.
21.3 The following exhibit(s) are hereby made a part of this Agreement:
EXHIBIT I - HP Purchase Agreement Summary
APPROVED AND AGREED TO, EFFECTIVE: September 1, 1995
STARPAK INC./STARPAK INTERNATIONAL HEWLETT-PACKARD COMPANY
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇ ▇▇▇▇▇▇
------------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
TITLE: President/CEO TITLE: CIS Controller
------------------------------- --------------------------------
DATE: 12/4/95 DATE: 11/27/95
------------------------------- --------------------------------
Street Address for HPOP: Mailing Address HPOP:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile #: (▇▇▇) ▇▇▇-▇▇▇▇
Page 10 of 10
EXHIBIT I - HP PURCHASE AGREEMENT SUMMARY
(EFFECTIVE September 1, 1995)
AGREEMENT NO: 195-464 TERM: 09/01/95 - 02/28/97
SUPPLIER: Starpak, Inc. PAGE 1 OF 1
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SUPPLIER INFORMATION HP INFORMATION
SAN FRANCISCO BAY AREA CONTACT: HP AGREEMENT ADMINISTRATOR:
Starpak Hewlett-Packard Company
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇
Product and Customer Support Manager Procurement Specialist
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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HEADQUARTER CONTACT(S): PRODUCT(S)
Same Telephone, Sales: (▇▇▇) ▇▇▇-▇▇▇▇
SELLER REQUIRES A RETURN
AUTHORIZATION: As specified in Program
Documents
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CONTRACT PARTICULARS
PRIOR AGREEMENT NO: N/A INTERNATIONAL PARTICIPATION ALLOWED: No
SUPPLIER NO: 13243/14329 UNION INFORMATION: N/A
FINAL SHIP DATE: As specified
in Program Documents PLANT SHUTDOWN: N/A
PAYMENT TERMS: [ * ]
ESTIMATED ANNUAL VOLUME: [ * ]
PRODUCT/SERVICE MINIMUM SHIPMENT RULES FOB POINT(S) LEAD TIME
--------------- ---------------------- ------------ ---------
Marketing Program As specified in Program Greeley, CO As specified in
Fulfillment Documents 80631 Program Documents -
2 Weeks Maximum
NOTE: REFERENCE HP AGREEMENT NUMBER ON ALL PURCHASE ORDERS.
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SPECIAL CONTRACT NOTES
HP STATUS REPORT SCHEDULE: REPORT # PERIOD END REPORT DUE
1 11/30/95 12/21/95
2 02/28/96 03/21/96
3 05/31/96 06/21/96
4 08/31/96 09/21/96
5 11/30/96 12/21/96
6 02/28/97 03/21/96
EXHIBITS: EXHIBIT I - HP Purchase Agreement Summary
AMENDMENT TO
HP PURCHASE AGREEMENT
HP AGREEMENT AMENDMENT SELLER: Starpak, Inc./Starpak International
NO: 195-464 No: 1 PRODUCT: Marketing - Fulfillment Programs
THIS AMENDMENT TO THE ABOVE REFERENCED HP PURCHASE AGREEMENT IS EXECUTED BY
AND BETWEEN THE SELLER NAMED BELOW AND HEWLETT-PACKARD COMPANY:
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Revise the expiration of the Agreement from February 28, 1997 to September
30, 1997 and the final ship date from February 28, 1997 to September 30,
1997. Any reference in the Agreement to the expiration date shall mean
September 30, 1997 and the final ship date shall mean September 30, 1997.
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APPROVED AND AGREED TO, EFFECTIVE: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇ INC./STARPAK INTERNATIONAL HEWLETT-PACKARD
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ Lonen ▇. ▇▇▇▇▇▇
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TYPED NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TYPED NAME: Lonen ▇. ▇▇▇▇▇▇
TITLE: President/CEO TITLE: CIS Controller