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EXHIBIT 10.15
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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STANDARD AGREEMENT
BY AND BETWEEN
POWER-ONE, INC.
AND
ACCELERATED NETWORKS, INC.
DATED
JUNE 1, 1999
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POWER-ONE POWER SUPPLIES
POWER-ONE STANDARD AGREEMENT
Between
POWER-ONE, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
and
ACCELERATED NETWORKS
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Agreement Log # 97-028
I. PURPOSE
This Agreement sets forth the terms and conditions between Power-One,
Inc. (hereinafter called "SELLER") and Company (hereinafter called
"BUYER"), for the purchase of power supplies as specified in Exhibit
"A," which satisfies all of the requirements of this Agreement.
II. TERM OF AGREEMENT
The term of this Agreement shall be effective during the period starting
June 1, 1999 (Effective Date) and ending December 1, 2000 with part
numbers, quantities and prices as specified in Exhibit "A."
III. PRODUCTS
SELLER shall manufacture and ship to BUYER, and BUYER shall accept and
pay for, at the prices set forth in Exhibit "A," products in accordance
with purchase order releases by BUYER hereunder. All such purchase
orders shall be governed by the terms of this Agreement. Additional
products may be added to this Agreement by mutual written consent.
IV. DELIVERY
Shipment of product to BUYER is FOB point of shipment. Title to Product
shall pass from SELLER to BUYER upon delivery to common carrier.
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V. PRODUCT IDENTIFICATION
Each unit provided to BUYER by SELLER will be identified by date code
identifying date of manufacture.
VI. RELEASES AND SCHEDULE ADJUSTMENTS
Production releases will be made only by issuance of Purchase Orders
from BUYER. SELLER will acknowledge all Purchase Orders in written form.
BUYER is responsible for taking all quantities released via purchase
orders within the terms of this Agreement.
BUYER may elect to purchase products during the term of this Agreement.
This quantity entitles BUYER to the unit price on each product as
specified on Exhibit "A." If, upon termination of the Agreement, BUYER
has not purchased the minimum quantities of products required to meet
the above referenced unit price, BUYER will be billed and agrees to pay
the difference between the unit price and the actual price entitled
BUYER as determined by Exhibit "A" for each model, and all material
liability as outlined below.
In the event of termination or non-renewal of this Agreement, BUYER
shall assume responsibility for the cost of all non-cancelable,
non-returnable materials on hand and on order to support open purchase
orders and forecast. Non-cancelable, non-returnable materials include:
finished goods; manufactured Sub-assemblies, e.g., sheet metal, PCB's;
and unique raw materials and/or materials that cannot be diverted for
use by other customers. This includes any safety stock as noted on
Exhibit "B."
For all Standard Product, (those parts listed in the Power Supply
Reference Guide) the first 45 days of the scheduled release and/or
provided forecast cannot be re-scheduled.
For all Non-standard Product, the first 60 days of the rolling schedule
is firm. For the next 30 days beyond 60 days, schedule changes will not
exceed +/-10%. The next 30 days beyond 90 days, +1-15%; The next 30 days
beyond 120 days, +/-20%.
Buyer will supply Seller with updated forecasts of the part numbers
listed on Exhibit A monthly. These forecasts will be in monthly buckets
over a planning horizon of twelve months.
VII. LIMITED WARRANTY
PRODUCT SHALL BE WARRANTED AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP
FOR A PERIOD OF TWO (2) YEARS FROM DATE OF SHIPMENT. EXCEPT FOR THOSE
EXPRESSLY SET FORTH IN THIS SECTION, SELLER HEREBY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCT,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. SELLER WILL NOT BE LIABLE FOR ANY
DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY, EXCEPT AS AND TO
THE EXTENT EXPRESSLY SET FORTH IN THIS SECTION, AND BUYER AGREES THAT
SELLER'S WARRANTY LIABILITY, AND BUYER'S EXCLUSIVE
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REMEDY, ARE EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT OF PRODUCTS
PURSUANT TO THE WARRANTY SET FORTH IN THIS SECTION. BUYER HEREBY
EXPRESSLY WAIVES ALL CLAIMS FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL
DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT,
INCLUDING (BUT NOT LIMITED TO) ANY SUCH DAMAGES ARISING BY BREACH OF
WARRANTY, FAILURE OR DELAY IN MANUFACTURE OR DELIVERY OF PRODUCTS, OR IN
USE OR PERFORMANCE OF PRODUCTS.
VIII. PAYMENT TERMS
All invoices from the factory shall be paid within [***] of shipment
date. A penalty will be assessed at the rate of [***] percent per month
on any account unpaid after [***]. All collection costs (i.e., attorney,
court costs, etc.) will be borne by BUYER.
IX. REPAIRS
When returning products for service, please follow these procedures:
1. Contact Power-One's Product Repair Service Rep. for authorization
to return products:
Power-One, Inc. Phone: ▇▇▇-▇▇▇-▇▇▇▇ extension 4179
740 Calle Plano FAX# ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. A Returned Material Authorization (RMA) will be issued and must
appear on all shipping documents and containers.
3. Products must be returned and freight prepaid. Products returned
freight collect or without an RMA Number will be rejected and
returned freight collect.
X. FORCE MAJEURE
SELLER and BUYER shall not be liable for any delay or failure to perform
its obligations under this Agreement arising out of causes beyond its
reasonable control, including, but not limited to, acts of God or public
enemy, acts of other parties, acts of civil and military authority,
epidemics, unusually severe weather, or shortage of power or fuel. In no
event shall SELLER be liable for any damages to Buyer caused thereby
whether direct, indirect, special or incidental.
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*** Confidential Treatment has been requested for certain redacted
provisions of this agreement. The redacted provisions are identified by three
asterisks, enclosed by brackets and underlined. The confidential portion has
been filed separately with the Securities and Exchange Commission.
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XI. CHOICE OF LAW
It is agreed between the parties that this Agreement shall be governed
and construed according to the laws of California.
XII. SEVERABILITY
The invalidity, in whole or in part, of any provision herein shall not
affect the validity or enforceability of any other provision herein.
XIII. NOTICE
Except as may be required for detailed instructions (such as forecasts,
Purchase Orders/confirmations) concerning administration of this
Agreement, any notices required by the Agreement, or with respect to the
Agreement, shall be considered as having been given or made, if received
by Certified or Registered Mail to:
SELLER: BUYER:
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Power-One, Inc. Company Name: Accelerated Networks, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Address: ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President of Sales Attention: Chief Financial Officer
XIV. BANKRUPTCY
If either party commits an act of bankruptcy, or if any proceeding in
bankruptcy or insolvency is brought by a party (or against a party and
is not dismissed within 60 days), the other party may terminate this
Agreement in whole or in part upon thirty days written notice to the
other party.
XV. HOLD HARMLESS
The BUYER shall save the SELLER harmless from and against and shall
indemnify the SELLER for any liability, loss, cost, expenses, or damages
howsoever caused by reason of any injury (whether to body, property, or
personal or business character or reputation) sustained by or to any
person or property by reason of any act, neglect, default, or omission
of BUYER or any of BUYER'S agents, employees, representatives, or for
reason of the performance of its products.
XVI. MODIFICATION OF THIS AGREEMENT
No revision, modification, or amendment of this Agreement shall be
effective unless such revision, modification, or amendment is in writing
and signed by the parties hereto.
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XVII. TERMINATION OF AGREEMENT
This Agreement will end on the date specified under "Period of
Performance" unless extended in writing by both parties.
XVIII. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties
hereto, supersedes and terminates without claim any and all prior and
existing Agreements or agreements whether oral or in writing, as of the
Effective Date of this Agreement.
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to be
executed by their respective duly authorized representatives on the Effective
Date hereof.
SELLER: POWER-ONE, INC. BUYER: COMPANY NAME
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ Printed Name
Title: Senior V.P. Sales & Marketing ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Signed Name
Date: 6/21/99
---------------------------------- Title: Chief Financial Officer
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Date: 6/24/99
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EXHIBIT "A"
The quantities specified are a minimum, but BUYER may purchase more than this
quantity at the same price within the term of this Agreement.
Production Min. Order
Item Part Number Quantity Unit Price Lead-time Per Release
---- ----------- -------- ---------- ---------- -----------
1 SP637 [***] [***] [***] [***]
Any units required in less than the specified lead-time, at time of order, may
be subject to an expedite fee.
▇▇▇▇-BACK CLAUSE:
If BUYER does not purchase the minimum quantity given above, the BUYER agrees to
the following ▇▇▇▇-back based on the actual quantities purchased during the term
of this Agreement.
Actual Quantity Purchased ▇▇▇▇▇ ▇▇▇▇-back
------------------------- ----- ---------
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
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*** Confidential Treatment has been requested for certain redacted
provisions of this agreement. The redacted provisions are identified by three
asterisks, enclosed by brackets and underlined. The confidential portion has
been filed separately with the Securities and Exchange Commission.
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EXHIBIT "B"
FINISHED GOODS SAFETY STOCK
SELLER agrees to plan finished goods safety stock by coding in its information
system the following:
Item Part Number Quantity
---- ----------- --------
I SP637 [***]
SELLER plans on replenishing the safety stock levels within the established part
numbers' lead-time. However, should orders exceed safety stock plus forecast,
replenishment time may be greater than the lead-time.
COMPONENTS SAFETY STOCK
n/a
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*** Confidential Treatment has been requested for certain redacted
provisions of this agreement. The redacted provisions are identified by three
asterisks, enclosed by brackets and underlined. The confidential portion has
been filed separately with the Securities and Exchange Commission.
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