EXHIBIT 10.7
REDACTED COPY
EXECUTION
PURCHASE AGREEMENT
[[*]]
THIS PURCHASE AGREEMENT (this "Agreement") is made this 7th day of August,
2001 (the "Effective Date"), by and between [*][*], a California corporation
("[*]"), Onkyo America, Inc., an Indiana corporation which is a wholly-owned
subsidiary of Global Technovations, Inc., a Delaware corporation ("ONKYO
AMERICA"). [*] and Onkyo America are referred to from time to time in this
Agreement individually as a "Party" and together as the "Parties." From time to
time in this Agreement, [*] is referred to as the PURCHASER and ONKYO AMERICA is
referred to as the SUPPLIER. The Parties acknowledge that the customer for the
Products is [*] including its affiliates (the "Customer"), and that the Parties
are acting hereunder to fulfill the requirements of the Customer for the
Customer's [*] program and [*] [*] branded systems program (the "Programs").
1. DEFINITIONS
The following terms shall have the following meanings under
this Agreement:
"Documentation" means computations, configurations, data,
programming code, designs, drawings, manuals (including without limitation
installation manuals, owner's manuals and service manuals), models, photographs,
plans, renderings, samples, schematics, sketches, specifications and any other
written and tangible materials provided by PURCHASER or developed by SUPPLIER in
connection with this Agreement.
"Products" means those products identified on Schedule 1
attached hereto, and the parts and components thereof, manufactured by or for
SUPPLIER and sold to PURCHASER pursuant to this Agreement. The Products covered
by this Agreement may be changed from time to time upon the written consent of
both Parties.
"Specifications" means the descriptive material itemizing the
functional and operational requirements of the Products and such other technical
specifications, drawings and other material as identified in Schedule 2 attached
hereto. The Specifications covered by this Agreement may be changed from time to
time upon the written consent of both Parties.
"Trademarks" means those trademarks or trade names owned or
used by PURCHASER or its affiliates, or the Customer, and designated by
PURCHASER in its sole discretion for use in connection with the Products.
*Confidential portions omitted and filed separately with the Commission.
2. MANUFACTURE AND SUPPLY OF PRODUCTS
2.1 Manufacture and Supply. SUPPLIER agrees to manufacture the Products, or
cause the Products to be manufactured, to conform to the Specifications, and to
sell the Products to PURCHASER in accordance with the terms and conditions of
this Agreement. Specific quantities of Products shall be ordered by PURCHASER
for purchase by the placement of a purchase order issued by PURCHASER. PURCHASER
shall have no obligation to purchase, and SUPPLIER shall have no obligation to
supply, any Products until PURCHASER has placed a purchase order and then only
to the extent of the Products covered under the purchase order.
2.2 Exclusivity.
(a) SUPPLIER shall not sell the Products to any party except PURCHASER without
PURCHASER's prior written consent, which consent may be withheld in PURCHASER's
sole and absolute discretion. PURCHASER shall not be restricted as to its sale
or use of the Products purchased hereunder including, without limitation,
worldwide marketing to any end user or remarketer, and use by PURCHASER for its
benefit or for the benefit of others. In addition, this Agreement shall not be
construed as preventing PURCHASER from acquiring at any time products similar or
related to the Products from any other source for uses not related to the
Programs; provided, however, that PURCHASER may not replace any Product with
similar or related products in connection with the Programs if the SUPPLIER is
not in breach of this Agreement.
(b) Notwithstanding anything to the contrary in this Agreement, if this
Agreement is terminated because of a breach of this Agreement by the SUPPLIER
which was caused, directly or indirectly, by actions taken by [*] or one of its
affiliates, then after such termination, the PURCHASER shall not acquire any
Product, or similar or related products, in connection with either Program from
[*] or any affiliate of [*] before the later of (a) the effective date of the
termination or expiration of this Agreement with respect to one or both
Programs, and (b) the second anniversary of the Effective Date, other than with
the prior written consent of the SUPPLIER, which consent the SUPPLIER may
withhold in its sole discretion. If this Agreement is terminated because of a
breach of this Agreement by the SUPPLIER which was not caused, directly or
indirectly, by actions taken by [*] or one of its affiliates, then after such
termination, the PURCHASER shall have the right to acquire any Product, or
similar or related products, in connection with either Program from [*] or any
affiliate of [*]. For purposes of this Section 2.2, "affiliates" of [*] shall
not include Onkyo America or Global Technovations, Inc.
*Confidential portions omitted and filed separately with the Commission.
2.3 Termination Payment.
(a) In the event of the occurrence of any of the circumstances set forth in
subsection (b) below and subject to the terms set forth in subsection (c) below,
the SUPPLIER shall be entitled to termination payments (each, a "Termination
Payment") from the PURCHASER in the total amount of (i) $[*] with respect to the
[*] [*] Program (the "[*] Termination Amount"), and (ii) $[*] with respect to
the [*] Program (the "[*] Termination Amount"). Effective on the first day of
each calendar month that this Agreement is in effect, the amount of each
Termination Payment then in effect shall decrease by 1/24th of the initial
amount of each Termination Payment; provided, however, that on the second
anniversary of the Effective Date the amount of each Termination Payment shall
be $[*]. For example, from August 1, 2002 up to and including August 31, 2002,
the [*] Termination Amount shall be $[*] and the [*] Termination Amount shall be
$[*].
(b) The PURCHASER shall pay a Termination Payment to the SUPPLIER solely upon
the occurrence of any of the following circumstances:
(i) (A) the Customer making a price reduction demand on the PURCHASER, (B) the
PURCHASER in turn making a proportionate price reduction demand on the
SUPPLIER with respect to any Product in connection with the Customer's
price reduction demand, if such price reduction demand would result in the
purchase price the PURCHASER would pay to the SUPPLIER for such Product
being reduced by more than [*]% from the price in effect on the Effective
Date, and (C) the SUPPLIER being unable or unwilling to satisfy such demand
(for the avoidance of doubt, for example a [*]% price reduction demanded by
the Customer to the PURCHASER on a $[*] sales price to the Customer from
the PURCHASER for a unit incorporating a Product, wherein the purchase
price to the PURCHASER from the SUPPLIER for such Product was $[*], would
result in a "proportionate price reduction" of $[*] from the purchase price
to the PURCHASER from the SUPPLIER for such Product, not a $[*] reduction
for such Product); or
(ii) the Customer requiring a material change in the Specifications which
SUPPLIER is unable or unwilling to satisfy; or
(iii)the Customer requiring a material accelerated delivery date which SUPPLIER
is unable or unwilling to satisfy; or
(iv) the Customer terminating a Program with respect to the SUPPLIER only and
not as a result of any default by the Supplier under this Agreement.
(c) If the PURCHASER makes a Termination Payment required by this Section 2.3,
then the following terms shall apply.
*Confidential portions omitted and filed separately with the Commission.
(i) The PURCHASER shall have the right to immediately (A) terminate this
Agreement, with no right of the SUPPLIER to cure, with respect to the
affected Program or, if in regard to both Programs, with respect to the
Agreement in its entirety, and (B) subject to Section 2.2(b), obtain
Products, or substitutes for the Products, for such terminated Program(s)
from any third party source of its sole choice.
(ii) The PURCHASER shall make the Termination Payment not later than fifteen
days after receipt of written notice of termination and the final
calculation of the amount of the Termination Payment due under this Section
2.3.
(iii)The Termination Payment shall be in full and complete satisfaction of all
claims by the SUPPLIER against the PURCHASER under this Agreement and shall
relieve PURCHASER of any further liability to SUPPLIER under this
Agreement; provided, however, that in the event of termination of only one
Program, then the PURCHASER shall be relieved of any further liability to
the SUPPLIER solely as relates to Products relevant to said Program; and
provided further, that nothing herein is intended to relieve PURCHASER of
the following obligations to the SUPPLIER existing as of the date the
PURCHASER makes the Termination Payment: (A) payment for any Products
delivered by the SUPPLIER but not paid for by the PURCHASER on such date;
(B) payment for any Products subject to then-pending purchase orders not
timely cancelled by the PURCHASER pursuant to Section 5.4; and (C) the
terms of Section 12 and Section 13.
(iv) The PURCHASER shall have no obligation to make the Termination Payment
other than as required by subsection (b) above. Without limitation, the
PURCHASER shall have no obligation to make the Termination Payment in the
event of (A) the expiration of this Agreement, (B) the termination of this
Agreement after the expiration of the initial term of this Agreement, (C)
the termination of this Agreement as a result of a breach by the SUPPLIER
of any of its representations or obligations in this Agreement, (D) the
termination of a Program by the Customer with respect to both the PURCHASER
and the SUPPLIER, or (E) the SUPPLIER becomes the subject of any
proceedings under state, federal or other law for the relief of debtors or
other circumstances as set forth in Section 14.3.
2.4 Alternate Production Facility. With respect to the [*] Program, if the
SUPPLIER notifies the PURCHASER of its intent to transfer production of Products
to a facility outside the United States and the PURCHASER is reasonably
satisfied as to the quality of manufacture of the Products at said alternate
production facility, then the PURCHASER will use its good faith efforts to
obtain Customer approval for such transfer and the Parties acknowledge that the
purchase price for such Products shall not be reduced if such transfer occurs.
With respect to the [*] [*] Program, if the SUPPLIER notifies the PURCHASER of
its intent to transfer production of Products from the initial production
facility and the PURCHASER is reasonably satisfied as to the quality of
manufacture of the Products at said alternate production facility, then the
PURCHASER will use its good faith efforts to obtain Customer approval for such
transfer and the Parties acknowledge that the purchase price reduction for such
Products set forth on Schedule 3 for such Products shall be increased by an
additional 1% point if such transfer occurs (for a total annual price reduction
of 4%). Any such change in production facility location shall be contingent upon
sixty days prior written notice by the SUPPLIER to the PURCHASER, receipt of
written approval from the Customer, and the SUPPLIER's continuing obligation to
satisfy the terms and conditions of this Agreement.
2.5 Assembly Line Shutdown. If (a) a default under this Agreement by the
SUPPLIER, including a delay in delivery of the Products pursuant to Section 5.1,
results in a shutdown of any portion of the Customer's assembly lines, and (b)
such default is solely attributable to the acts or omissions of the SUPPLIER or
of its subcontractors, subsuppliers or agents, then the SUPPLIER shall reimburse
the PURCHASER for the full amount of all documented penalties and fees which may
be assessed by the Customer against the PURCHASER as a result of said shutdown;
provided, however, that the PURCHASER shall take all actions to defend itself
against the imposition of any such penalties and fees that the PURCHASER would
have taken in the absence of such reimbursement obligation.
2.6 Ability to Perform. The SUPPLIER represents that, as of the Effective
Date (a) it has the financial, management, and manufacturing capacity and
capabilities to perform its obligations under this Agreement, including but not
limited to, purchasing the requisite raw materials and performing the services
necessary to manufacture and deliver timely, or cause to be manufactured and
delivered, the Products, (b) no lender has accelerated any existing obligations
of the SUPPLIER, and (c) no creditor has obtained a judgment against the
SUPPLIER for any obligations owed by the SUPPLIER to such creditor which has not
been satisfied by the SUPPLIER. If a third-party arbitrator selected by the
Parties determines, after the completion of a proceeding conducted by such
arbitrator under the rules of the American Arbitration Association, that any of
the preceding representations are false, then the PURCHASER shall have the right
to immediately terminate this Agreement in its entirety, with no right of the
SUPPLIER to cure, and without further obligation or liability on the part of the
PURCHASER, other than the following obligations of the PURCHASER to the SUPPLIER
existing as of the termination date: (A) payment for any Products delivered by
the SUPPLIER but not paid for by the PURCHASER on such date; (B) payment for any
Products subject to then-pending purchase orders not timely cancelled by the
PURCHASER pursuant to Section 5.4; and (C) the terms of Section 12 and Section
13.
3. ORDERS
3.1 Placement.
(a) PURCHASER may place firm purchase orders for the delivery of Products by
SUPPLIER. Each purchase order issued by the PURCHASER after the Effective Date
shall specify a delivery date of not less than sixty (60) days following the
date of the purchase order. Regardless of any prior agreement between the
Parties or the terms of any existing purchase order issued by the PURCHASER with
respect to any Products, the delivery date of Products subject to such existing
purchase orders shall be deemed to be sixty days following the date of the
purchase order, or on such other date as the Parties may agree in writing.
(b) If, other than as the result of the demand by the Customer, the PURCHASER
specifies an accelerated delivery date in any purchase order, then the SUPPLIER
shall use its commercially reasonable efforts to meet such accelerated date
without having its employees work overtime; provided, however, that if the
SUPPLIER notifies the PURCHASER that, in order to meet such accelerated date,
the SUPPLIER is required to (a) have raw materials and/or component parts
air-freighted to it, and/or (b) have its employees work overtime and the
PURCHASER approves such action(s), then the PURCHASER shall pay all of the
documented costs of such air-freight and shall reimburse the SUPPLIER for all of
the documented costs of such overtime. If, however, the PURCHASER specifies an
accelerated delivery date in any purchase order as the result of the demand of
the Customer, then the SUPPLIER shall use its commercially reasonable efforts to
meet such accelerated date without having its employees work overtime; provided,
however, that if the SUPPLIER notifies the PURCHASER that, in order to meet such
accelerated date, the SUPPLIER is required to (i) have raw materials and/or
component parts air-freighted to it, and/or (ii) have its employees work
overtime and the PURCHASER approves such action(s), then (A) the PURCHASER shall
pay the documented costs of such air-freight, and (B) the Parties shall use
their good faith efforts to have the Customer, directly or through the
PURCHASER, reimburse the SUPPLIER for such overtime costs. If the Customer is
not willing to so reimburse the SUPPLIER for the overtime costs, then the
PURCHASER shall pay all of the documented costs of such air-freight and, solely
with respect to purchase orders issued by the PURCHASER to the SUPPLIER pursuant
to this Agreement after the Effective Date, the PURCHASER shall reimburse the
SUPPLIER one-half of the documented costs of such overtime. The SUPPLIER shall
have no obligation to pay for the costs of any air-freighting in order to meet
any accelerated delivery date and shall have no obligation to pay for the costs
of overtime in order to meet any accelerated delivery date unless such
acceleration is demanded by the Customer.
(c) PURCHASER shall, in addition, provide to SUPPLIER a rolling updated forecast
of projected purchases covering three (3) months subsequent to the delivery
month covered under PURCHASER's most recent purchase order. Such forecast shall
be for informational purposes only and shall not be construed as a commitment
for purchase thereof by PURCHASER.
3.2 Acceptance. SUPPLIER shall accept and acknowledge all purchase orders
which are placed by PURCHASER in conformance with the terms of this Agreement.
Any purchase order not placed in conformance with the terms of this Agreement
must be rejected by written notice from SUPPLIER to PURCHASER within ten (10)
working days after receipt of such purchase order. In the event that SUPPLIER
uses a form of acknowledgment that conflicts in any way with this Agreement or
PURCHASER's form of purchase order, the terms of this Agreement and PURCHASER's
purchase order shall be controlling.
4. PAYMENT TERMS
4. 1 Prices. The purchase prices for the Products are setforth in Schedule
1 attached hereto, and applicable planned price reductions are set forth in
Schedule 3 attached hereto. Prices for the Products may be changed no more than
once a year by SUPPLIER providing PURCHASER with at least sixty (60) days notice
of the change and a new Schedule 1. If the PURCHASER agrees to an additional
price reduction with the Customer, such price reduction shall not apply to the
purchase price for the applicable Product unless the SUPPLIER agrees to such
price reduction. The Parties acknowledge that Schedule 1 may be updated after
the date of this Agreement to address new Products as agreed upon in writing by
the Parties. If agreed upon in writing by the Parties, such updated Schedule 1
shall be deemed to be part of this Agreement. If the cost of any of the
SUPPLIER's raw materials increases by 15% or more in any six month period and
the SUPPLIER notifies the PURCHASER, and provides sufficient supporting
documentation, of such increase, then the Parties shall use their good faith
efforts to have the Customer, directly or through the PURCHASER, reimburse the
SUPPLIER for the entire amount of such increase or as much of such increase as
the Customer is willing to pay. The PURCHASER shall have no obligation to
reimburse the SUPPLIER for such increase if the Customer is not willing to
reimburse the SUPPLIER for such increase.
4.2 Payment. Payment for each shipment of Products shall be net thirty (30)
days from the date of delivery of such shipment.
5. DELIVERY
5.1 Shipment. SUPPLIER will ship the Products F.O.B. SUPPLIER's facility in
Columbus, Indiana at PURCHASER's cost. Title to the Products and risk of loss or
damage shall pass from SUPPLIER to PURCHASER upon leaving SUPPLIER's facility.
PURCHASER shall determine the carrier to be used for shipment. All shipping
containers shall bear such information and markings as shall be desired by
PURCHASER or required by law.
5.2 On-Time Delivery. The SUPPLIER shall make the Products available for
shipment by the PURCHASER in accordance with the terms of this Agreement.
5.3 Acceptance. PURCHASER shall have the right to conduct an incoming
inspection and shall have twenty days after delivery to notify SUPPLIER in
writing whether some or all of the Products are rejected. Any Product not
rejected by PURCHASER within this twenty day period shall be deemed accepted. In
the event PURCHASER rejects Products, PURCHASER shall provide a detailed
explanation therefor, and SUPPLIER may inspect the rejected Products at
PURCHASER's premises, replace the rejected Products without requiring their
return, or require the return of the rejected Products, freight collect.
Rejected Products shall be repaired or replaced at SUPPLIER's expense, including
return freight to PURCHASER.
5.4 Cancellation and Rescheduling. The PURCHASER may cancel delivery dates
appearing in its purchase orders at no charge provided the PURCHASER provides
written notice of such cancellation to the SUPPLIER not less than sixty (60)
days prior to the scheduled delivery date to which the cancellation pertains.
The PURCHASER may not postpone delivery dates appearing in its purchase orders.
The PURCHASER shall be obligated to purchase and take delivery of all Products
it orders which were not timely cancelled.
6. TRADEMARKS
6.1 SUPPLIER shall affix the Trademarks on all Products manufactured
pursuant to this Agreement, and packaging therefor, in a manner as specified by
PURCHASER or as agreed upon in writing by the Parties in response to the
requirements of the Customer. SUPPLIER acknowledges PURCHASER's exclusive
ownership of the Trademarks, and SUPPLIER shall have no right or interest in or
claim to the Trademarks. SUPPLIER shall not use the Trademarks (i) in any manner
inconsistent with the instructions of PURCHASER, or (ii) on any products except
for the Products manufactured pursuant to this Agreement, except as agreed upon
in writing by the Parties in response to the requirements of the Customer.
Subject to Sections 14.1 and 14.4, upon the expiration or termination of this
Agreement, SUPPLIER shall immediately discontinue the use of the Trademarks, and
thereafter shall not use the Trademarks, or marks or names confusingly similar
thereto, directly or indirectly in connection with its business or that of its
affiliates or principals. SUPPLIER shall not file any application to register
any trademark or domain name composed or inclusive of, or confusingly similar
to, the Trademarks in any country or region. During the term of this Agreement,
SUPPLIER will promptly notify PURCHASER in the event that it learns of any
infringement or unauthorized use of the Trademarks by any person.
7. RIGHTS IN DATA
7.1 Ownership of Proprietary Rights. The SUPPLIER and its affiliates are
the exclusive owners of all right, title and interest in and to the proprietary
rights associated with or arising from the Products and related software,
including, but not limited to, all patent rights, copyrights, trade secret
rights, trademarks, service marks and related goodwill.
7.2 Ownership of Documentation. The Documentation shall remain the
exclusive property of the SUPPLIER and its affiliates and shall be protected
from disclosure in accordance with the provisions of Article 12 of this
Agreement, unless the Customer owns the Documentation. To the extent title does
not vest in the SUPPLIER by operation of law, the PURCHASER hereby assigns to
the SUPPLIER all copyright, patent and other proprietary rights arising from or
related to the Documentation on a worldwide basis. Upon expiration or
termination of this Agreement, however, the PURCHASER (a) at is own expense, may
make or keep copies of the Documentation, and (b) may use the Documentation in
accordance with the provisions of Article 12 of this Agreement.
8. WARRANTY
8.1 SUPPLIER warrants that (i) the Products will conform to the
Specifications, (ii) the Products will comply in all material respects with all
applicable national, federal, state, provincial and local governmental laws and
regulations and industry standards as may be in effect from time to time, (iii)
the Products will be free from defects in material and workmanship, for a period
of twelve (12) months from the date of sale by PURCHASER, its distribu- tors or
its dealers to an end-user, and (iv) the manufacture, sale or use of the
Products does not infringe upon any copyright, trademark, patent or any other
proprietary rights of any third parties. The foregoing warranty shall not apply
to any failure or malfunction of the Products or breach which results from any
of the following events (if applicable):
improper design of a Product by PURCHASER;
(b) components, parts or materials supplied by PURCHASER and used in
the Product;
(c) improper maintenance, operation or use of a Product;
(d) any modification of a Product performed without SUPPLIER's written
approval;
(e) any combination of a Product with another product not provided or
approved by SUPPLIER; or
(f) use of the Trademarks to the extent that SUPPLIER strictly complies
with Article 6 above.
8.2 SUPPLIER will either repair or replace any Product which is in breach
of the foregoing warranty. Shipment to SUPPLIER shall be at SUPPLIER's expense
and shall be by the SUPPLIER's designated shipper, and SUPPLIER shall be liable
for cost of shipping and for damages sustained during shipment; provided,
however, that the PURCHASER shall use commercially reasonable care in packing
such Products for shipment to the SUPPLIER. SUPPLIER will pay return shipping
cost, and assume responsibility for damages incurred during return shipping.
Additional warranty, service and parts support obligations of SUPPLIER are set
forth in the Service and Quality Support Agreement (the "Service Agreement")
attached hereto as Schedule 4 and to be executed by the Parties concurrently
herewith.
9. QUALITY ASSURANCE
9.1 Production Part Approval Process (PPAP). Each Party follows AIAG
QS-9000 guidelines for production part approval. SUPPLIER shall comply with the
PPAP requirements set forth in Schedule 5 attached hereto and shall otherwise
comply with AIAG QS-9000 guidelines.
9.2 Quality. SUPPLIER shall employ appropriate quality assurance and
quality control methods to assure that delivered Products comply with the
Specifications. SUPPLIER shall not deliver any non-compliant Products. Upon
request by PURCHASER, SUPPLIER shall provide the inspection record of the
finished Products.
9.3 Traceability. SUPPLIER shall give each Product a unique serial number
which shall be recorded for purposes of defect and warranty traceability, and
SUPPLIER shall maintain a recordkeeping system with such data and provide
PURCHASER with access to such data as is reasonably necessary.
9.4 Changes. Any change in design, material or manufacturing process for
the Products (whether or not requested by PURCHASER) shall be subject to PPAP
approval pursuant to Section 9.1 of this Agreement. SUPPLIER shall not
incorporate such change into its production of Products until the change has
been approved in writing by PURCHASER pursuant to PPAP.
9.6 Facility Inspection. SUPPLIER shall from time to time permit PURCHASER
or its agent to inspect the facilities, conditions regarding quality assurance,
records and documents of SUPPLIER relating to the Products, and of SUPPLIER's
suppliers and subcontractors, in order for PURCHASER to determine whether the
Products are being manufactured under appropriate quality controls; provided,
however, that such inspections will be conducted during normal working hours
with prior notification to SUPPLIER. Any information disclosed to or observed by
PURCHASER or its agent during such inspections shall be deemed to be
Confidential Information within the meaning of and subject to the provisions of
Article 12 of this Agreement.
9.7 Abnormalities. Each Party shall promptly notify each other of any
abnormalities with respect to the Products or the manufacturing process relating
to the Products if a Party believes such abnormalities materially affect the
quality or function of the Products. In such case, SUPPLIER shall promptly
report to PURCHASER any determination made as to the root cause of the
abnormality and the countermeasures taken by SUPPLIER in response thereto.
9.8 Meetings. The Parties shall meet periodically and from time to time
when necessary during each year of the term of this Agreement to discuss quality
assurance and product improvement matters and various other aspects of their
business relationship.
10. PRODUCT LIABILITY INSURANCE.
During the term of this Agreement and for a reasonable period thereafter,
the SUPPLIER shall maintain in full force and effect adequate product liability
insurance protecting itself and the Purchaser against claims and liability for
injury, death, or property damage which arise out of or relate to the use or
operation of the Products purchased under this Agreement. Such product liability
insurance policy shall have a minimum limit of One Million Dollars and shall
include the PURCHASER as named insured. Within thirty (30) days following the
date of this Agreement, SUPPLIER shall provide the PURCHASER with a certificate
of insurance regarding such policy which provides that the PURCHASER is an
additional named insured on such policy and that the insuror shall not cancel
such policy without providing a minimum of thirty (30) days prior written notice
to the PURCHASER. The SUPPLIER shall furnish additional certificates of
insurance to the PURCHASER on an annual basis during the term of this Agreement.
11. INDEMNIFICATION
11.1 Indemnification. The SUPPLIER shall defend, indemnify and hold
harmless the PURCHASER, its parent, subsidiaries and affiliates, and the
officers, directors, shareholders, employees, agents, successors and assigns of
the PURCHASER and the distributors, dealers, purchasers and end-users of the
Products (collectively, the "Indemnified Parties"), from and against any and all
losses, damages, liabilities, obligations, judgments, settlements, costs and
other expenses, incurred or suffered by the Indemnified Parties, arising out of
or in connection with (i) the breach by the SUPPLIER of any of its obligations
under this Agreement or any act or omission of the SUPPLIER, its employees or
agents, (ii) a claim by a third party that the use or sale of the Products
infringes a copyright, patent, trade secret or other proprietary right of such
third party, (iii) the failure of the Products supplied by the SUPPLIER to meet
all applicable federal and state safety requirements including but not limited
to National Highway Transportation Safety Administration requirements, or (iv)
any claim for personal injuries (including death) or loss or damage to property
if caused or allegedly caused by a defect in the design, material or workmanship
of the Products (collectively, the "Claims").
11.2 Indemnification Procedure.
(a) Within a reasonable period of time after receipt of notice concerning
the commencement or threatened commencement of any civil, administrative, or
investigative action or proceeding involving the Claims covered by the
SUPPLIER's indemnification obligations under this Article 11, the PURCHASER
shall provide written notice of such Claims to the SUPPLIER. Notwithstanding the
foregoing, no failure to notify the SUPPLIER shall relieve the SUPPLIER of its
obligations under this Agreement except to the extent that it can demonstrate
damages attributable to the PURCHASER's failure to notify.
(b) The SUPPLIER, at its sole expense, shall be obligated to assume the
defense of any claim as to which it has an indemnification obligation hereunder.
Any of the Indemnified Parties shall have the right to be represented by its own
attorneys at its own expense. If the defense is not so assumed by the SUPPLIER
within ten (10) days after receipt of written notice, the Indemnified Parties
shall have the right to assume their own defense, and shall be entitled to
reimbursement by the SUPPLIER for any and all reasonable expenses (including,
but not limited to, attorneys' and experts' fees) incurred in such defense, in
addition to the SUPPLIER's other indemnity obligations hereunder.
(c) The SUPPLIER may not compromise or settle any such suit or proceeding
without first consulting with and obtaining the prior written consent of the
PURCHASER, whose consent shall not be unreasonably withheld or delayed.
(d) In the event that the PURCHASER or the distributors, dealers,
purchasers or end-users of the Products are precluded from selling or using the
Products because the Product infringes on the patent or other intellectual
property rights of a third party, SUPPLIER shall, at its option and expense,
either (i) procure for PURCHASER and the distributors, dealers, purchasers and
end-users of the Products the right to continue selling or using the Products,
(ii) modify the Products so as to render them non-infringing, or (iii) accept
the return of the Products and refund the purchase price.
11.3 Exclusions. Except where SUPPLIER contributes to or induces the
Claims, SUPPLIER's obligations under the provisions of Section 11.1 above shall
not apply to any claims, allegations, suits, actions or proceedings resulting
solely from (i) the Specifications provided by PURCHASER, (ii) the Trademarks
(to the extent that SUPPLIER strictly complies with Article 6 above), or (iii)
misuse, abuse or other fault directly attributable to the Indemnified Parties.
PURCHASER agrees to pay all damages or costs awarded, including reasonable
attorneys' fees and settlements with respect to any suit, judgment, proceeding
or action in which SUPPLIER is relieved of its obligations pursuant to this
section.
12. CONFIDENTIALITY
By virtue of this Agreement, the Parties will have access to information
and material that is confidential to one another, including but not limited to
(i) requests for proposals, (ii) marketing materials, (iii) pricing information,
(iv) identity, contacts and other business information regarding employees,
customers and leads, including but not limited to names, telephone and fax
numbers, addresses and e-mail addresses, (v) contracts, (vi) proprietary
software and documents of either Party including but not limited to the
Documentation and other drawings, manuals, samples, schematics, specifications,
and written and tangible materials disclosed to the other Party; (vii)
non-public financial information concerning either Party, (viii) either Party's
research and development, new product and marketing plans, unless and until
publicly announced, and (ix) any information designated as confidential in
writing at or prior to disclosure (collectively the "Confidential Information").
Neither Party shall disclose Confidential Information, including the contents
and details or operations of the businesses of the respective Parties to any
person or entity other than to fulfill its duties and responsibilities pursuant
to this Agreement, nor use Confidential Information except for purposes relating
to this Agreement.
The foregoing confidentiality and non-use obligations shall not apply with
respect to any information which:
is or becomes public knowledge through no wrongful act of the receiving
Party;
(b) is already known to the receiving Party;
(c) is independently developed by the receiving Party;
(d) is rightfully obtained by the receiving Party from any third party
without similar restriction and without breach of any obligation owed to the
disclosing Party; or
(e) is disclosed pursuant to a lawful requirement or request of a
governmental agency.
13. NON-SOLICITATION.
13.1 Non-Solicitation of Employees and Consultants. During the term of this
Agreement and for a period of two (2) years after the termination or expiration
of this Agreement, the Parties each agree not to hire or solicit for employment
or otherwise engage any of the other Party's senior management employees or
anyone in the sales, marketing, business unit or engineering function, unless
agreed to in writing by the other Party or any independent contractor or
consultant providing services to a Party in such areas.
13.2 Non-Solicitation of Customers. During the term of this Agreement and
for a period of two years after the termination or expiration of this Agreement,
SUPPLIER may not, directly or indirectly, sell or solicit the sale of the
Products or any products substantially similar to the Products to the Customer
or any other third party for the Programs, without the prior written
authorization of PURCHASER, which authorization PURCHASER may, in its sole
discretion, choose not to provide.
14. TERM AND TERMINATION
14.1 Term. This Agreement shall have an initial term of two (2) years from
the Effective Date and shall thereafter be automatically renewed for successive
one (1) year terms unless notice of termination is given by one Party to the
other at least sixty (60) days prior to the termination date of the initial term
or any renewal term, or unless earlier terminated under Sections 14.2 or 14.3.
Notwithstanding the foregoing but subject to Section 2.3, if the Parties agree
on a Product to be subject to this Agreement and the terms and conditions of the
purchase and supply of such a Product, then SUPPLIER shall supply such Product,
and, unless the Customer terminates the Program of which particular Products are
a part, the PURCHASER shall purchase such Product, on such terms and conditions
and in accordance with this Agreement for a period lasting not less than two
years from the initiation of mass production by the SUPPLIER.
14.2 Termination for Default. In the event that either Party defaults in
the performance of any of the terms, conditions, obligations, undertakings,
covenants, or liabilities set forth in this Agreement, the other Party shall
give the defaulting Party notice of such default. In the event the defaulting
Party has not remedied the default within thirty (30) days following notice
thereof, the Party giving notice may immediately terminate this Agreement by
providing the defaulting Party with written notice of termination.
It shall be deemed to be an event of default under this Agreement if either
Party defaults in the performance of any term, provision, covenant, condition,
undertaking or obligation under the Service Agreement and, if such default is
not remedied within thirty (30) days following notice thereof, the Party giving
notice may immediately terminate this Agreement by providing the defaulting
Party with written notice of termination.
Notwithstanding anything to the contrary in this Agreement, in the event
that SUPPLIER defaults in the timely delivery of Products hereunder and either
(a) the Customer advises the PURCHASER of the Customer's intent to shutdown its
assembly line as a result of such untimely delivery, or (b) the SUPPLIER does
not make complete delivery of such late Products within seven days of the
applicable delivery date, then no right to cure such untimely delivery shall be
available to SUPPLIER hereunder, and PURCHASER shall have the right to
immediately terminate this Agreement and, subject to Section 2.2(b), to
immediately obtain Products or substitutes for the Products from any third party
source of its sole choice.
14.3 Automatic Termination. This Agreement shall terminate immediately upon
written notice by a Party in the event that the other Party ceases to carry on
its business, becomes the subject of any proceedings under state, federal or
other law for the relief of debtors, otherwise become insolvent or bankrupt,
makes an assignment for the benefit of creditors, or upon the appointment of a
receiver or the reorganization for the benefit of creditors. The Agreement shall
also terminate immediately upon written notice by PURCHASER to SUPPLIER as set
forth in Sections 2.3, 2.6, and 14.1.
14.4 Effect of Expiration and Termination. The expiration or termination of
this Agreement shall not relieve either Party from its obligations which have
accrued pursuant to the provisions of this Agreement or release either Party
from any obligations which have been incurred as a result of operations
conducted under this Agreement. Neither Party shall be liable for damages of any
kind as a result of exercising its right to terminate this Agreement according
to its terms, and termination shall not affect any other right or remedy of
either Party. The rights and obligations of Articles 6, 7, 8, 10, 11, 12, and 13
and Sections 15.6 and 15.8 shall survive the expiration or termination of this
Agreement.
14.5 Repurchase of Inventory. Upon the expiration or termination of this
Agreement, PURCHASER shall have the right, but not the obligation, to purchase
SUPPLIER's current inventory of the Products at the prices determined pursuant
to this Agreement. During a thirty (30) day period following the expiration or
termination of this Agreement, SUPPLIER shall permit PURCHASER to enter onto
SUPPLIER's premises to inspect SUPPLIER's current inventory of the Products.
Within fifteen (15) days following such inspection, PURCHASER shall have the
right to purchase any or all of such inventory. Such purchase shall be pursuant
to all of the terms and conditions of this Agreement, including price and
freight charges.
14.6 Purchase of Tooling.
(a) Except as provided below, upon the expiration or termination of this
Agreement, PURCHASER shall purchase all tooling and molds acquired by the
SUPPLIER for the production of Products, at an aggregate purchase price equal to
the SUPPLIER's balance of unamortized book value for such tooling and molds as
of the effective date of the expiration or termination of this Agreement. The
parties have agreed upon the amortization schedule set forth on Schedule 6 to
this Agreement for certain tooling and molds and, with respect to tooling and
molds to be acquired by the SUPPLIER after the date of this Agreement, the
parties shall agree on an applicable amortization schedule prior to the
SUPPLIER's acquisition of such items. The amortization schedules, and therefore
the purchase price to be paid by the PURCHASER pursuant to this section, shall
be based on the projected annual volume of parts to be produced using the
particular tooling and molds as agreed upon by the parties, regardless of the
volumes the SUPPLIER actually produces. The Parties acknowledge that the
purchase price for the Products will not be reduced as a result of the tooling
and molds being fully amortized. The Parties further acknowledge that any
payment under this section shall be contingent upon (i) such tooling and molds
being free and clear of all liens and being in proper working order, ordinary
wear and tear excepted, and (ii) the PURCHASER having access, within thirty days
after the expiration or termination of this Agreement, to remove such tooling
and molds from their location. The PURCHASER shall make such payment within
thirty days of the SUPPLIER giving the PURCHASER notice of such access.
(b) After the tooling and molds have been fully amortized, the PURCHASER
shall be the owner of such tooling and molds; provided, however, that the
SUPPLIER shall maintain possession of such tooling and molds while this
Agreement is in effect and shall have the right to use such tooling and molds
solely in connection with the production of Products, and provided, further,
that the SUPPLIER shall promptly relabel said tooling and molds as "Property of
[*]," provide evidence of same to the PURCHASER, and promptly provide the
PURCHASER with a ▇▇▇▇ of sale transferring title to the PURCHASER and with
release(s) executed by then-current lienholders (if any), and provided, further,
that upon the expiration or termination of this Agreement, the PURCHASER shall
have the right to remove all such tooling and molds from their location. While
the SUPPLIER or its designee possesses such tooling and molds, the SUPPLIER
shall take commercially reasonable actions maintain and repair such tooling and
molds, or cause them to be maintained and repaired, which actions shall be not
less rigorous than the actions taken by the SUPPLIER with respect to tooling and
molds owned by the SUPPLIER.
(c) The PURCHASER shall not be obligated to purchase all tooling and molds
as provided above in the event of termination of this Agreement as a result of
failure to timely deliver Products or other default by SUPPLIER; termination of
this Agreement as a result of breach of any representations by the SUPPLIER in
this Agreement; termination of the Programs by Customer with respect to
PURCHASER and SUPPLIER; or bankruptcy of SUPPLIER or other circumstances as set
forth in Section 14.3.
15. MISCELLANEOUS
15.1 Relationship of Parties. This Agreement does not create the
relationship of principal and agent between the Parties nor shall it be
construed as creating any form of legal arrangement which would impose liability
upon one Party for the act or omission of the other Party.
15.2 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered personally or mailed by
registered or certified mail, return receipt requested, or delivered by
overnight air courier guaranteeing next day delivery, to the following
addresses:
If to Onkyo America:
Onkyo America, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Mr. ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, x109
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇
[*][*]
[*]
Attention: [*]
Telephone: [*]
Facsimile: [*]
*Confidential portions omitted and filed separately with the Commission.
Either Party may change its address upon notice given to the other Party in
the foregoing manner. If mailed, notices shall be effective three (3) days after
mailing and if delivered by air courier, notices shall be effective on the day
after it is sent by air courier.
15.3 Severability. If any provision of this Agreement shall be determined
by a court of competent jurisdiction to be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
15.4 Entire Agreement. With the exception of the Service Agreement and that
certain Joint Development and Supplier Agreement dated February 4, 2000, this
Agreement (including any schedules attached hereto) contains the entire
agreement of the Parties with respect to the transactions contemplated herein
(except for any additional terms or conditions which may be contained in any
purchase order which may be issued by PURCHASER pursuant to this Agreement).
Should there be any conflict between the contents of this Agreement and the
Service Agreement, this Agreement shall have precedence. Any modification or
amendment of any term or provision of this Agreement shall not be valid or
binding unless the same is in writing and signed by each Party; provided,
however, that an exchange of electronic mail shall not be deemed a sufficient
writing for this purpose.
15.5 Assignment. Neither Party shall assign any of its rights or
obligations under this Agreement without the prior written consent of the other
Party, which consent may be withheld at the other Party's sole and absolute
discretion; provided, however, that each Party may assign its rights and
obligations under this Agreement to any of its affiliates without the need for
any consent by the other Party. For purposes of this Agreement, "affiliates" of
Onkyo America shall include Global Technovations, Inc. and, solely for purposes
of this section, [*]. This Agreement shall be binding upon and shall inure to
the benefit of the legal successors and assigns of the Parties.
15.6 Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, including the
provisions of the Uniform Commercial Code as adopted in the State of California,
and not the Convention for the International Sale of Goods. The Parties agree
that any litigation relating directly or indirectly to this Agreement must be
brought before a court of competent jurisdiction within the State of California.
15.7 Waivers. No waiver of any of the terms or conditions of this Agreement
by either Party shall be valid or binding unless the same is in writing and
signed by an authorized officer of the waiving Party. A waiver by either Party
of a breach of any of the provisions of this Agreement shall not be construed as
a waiver of any further breach of the same provision or of any other provision
of this Agreement.
15.8. Attorneys' Fees. In the event that any action at law or in equity is
brought to enforce or interpret the provisions of this Agreement, the prevailing
Party shall be entitled to a reasonable attorneys' fee which may be set by the
Court in the same action or in a separate action brought for that purpose, in
addition to any other relief to which the prevailing Party may be entitled.
* * * * * * * * * * * * * * * * * *
IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement
as of the date set forth above.
[*]
By: ________________________________
Name: ________________________________
Title: ________________________________
ONKYO AMERICA, INC.
By: ________________________________
Name: ________________________________
Title: ________________________________
*Confidential portions omitted and filed separately with the Commission.
SCHEDULE 1
PRODUCTS
[*] Program
[*] Program
*Confidential portions omitted and filed separately with the Commission.
SCHEDULE 2
SPECIFICATIONS
Part Number Change Level Date
----------- ------------ ----
[*] [*] [*]
*Confidential portions omitted and filed separately with the Commission.
SCHEDULE 3
PLANNED PRICE REDUCTIONS
[*] Program
[*] [*] Program
*Confidential portions omitted and filed separately with the Commission.
SCHEDULE 4
QUALITY AND SERVICE SUPPORT AGREEMENT
This QUALITY AND SERVICE SUPPORT AGREEMENT is made on this _____ day of August,
2001 by and between [*][*], a [*] corporation ("[*]"), and Onkyo America, Inc.,
an Indiana corporation which is a wholly-owned subsidiary of Global
Technovations, Inc., a Delaware corporation ("Onkyo America"). [*] and Onkyo
America are referred to from time to time in this Agreement individually as a
"Party" and together as the "Parties."
1.0 DEFINITIONS
1.1 From time to time, each Party may deliver Products to the other
Party. In this Agreement, the Party supplying Product is referred to as
the SUPPLIER and the Party purchasing Products is referred to as the
PURCHASER. All other definitions shall be as specified in the Purchase
Agreement between the Parties dated as of the same date as this
Agreement (the "Purchasing Agreement").
2.0 PRODUCT QUALITY
2.1 The PURCHASER will verify quality of Product delivered by the SUPPLIER
against engineering specifications, acceptance standards, approved
samples and/or other applicable documentation. Verification may be by
receiving sample inspection, certification of SUPPLIER's quality
system, review of SUPPLIER's inspection records, or by a combination
thereof. Expenses incurred by the PURCHASER for such verification shall
be absorbed in full by the PURCHASER.
2.2 In the event that verification as defined in Section 2.1 indicates that
Product does not conform to established acceptance criteria, and if the
consent of nonconforming Product within any single lot delivered by
SUPPLIER to PURCHASER exceeds 50 parts-per-million, then additional
costs incurred by the PURCHASER to contain nonconforming Product shall
be reimbursed in full by SUPPLIER. See section 2.5.
2.3 In the event that the PURCHASER's customer incurs expenses for
containment of nonconforming Product, and bills such expenses to the
PURCHASER, the SUPPLIER shall reimburse the PURCHASER in full. See
section 2.5
2.4 SUPPLIER shall replace, rework to original specifications or reimburse
at full purchase price any nonconforming Product delivered to the
PURCHASER or its customer, as mutually agreed case by case. Freight and
other handling expenses related to the return of such Product to
SUPPLIER (or to other location designated by SUPPLIER) shall be the
sole responsibility of SUPPLIER.
*Confidential portions omitted and filed separately with the Commission.
2.5 Whenever feasible, the PURCHASER shall provide evidence of
nonconforming Product (samples or descriptions) to SUPPLIER and allow
SUPPLIER a reasonable opportunity to review such evidence and propose
alternative solutions prior to proceeding with actions defined in
sections 2.1 through 2.4 for which SUPPLIER will have a cost liability.
SUPPLIER shall respond to such matters in a timely and constructive
manner.
2.6 Any damage to Product resulting from inspection, handling or storage by
PURCHASER, and related rework expenses incurred by SUPPLIER, shall be
the responsibility of PURCHASER.
3.0 WARRANTY
3.1 SUPPLIER warrants that Product will conform to the specifications
established between the PURCHASER and the SUPPLIER and be free of
defects in materials and workmanship for the full duration of the OEM
warranty term provided by the PURCHASER to its customer. Unless
otherwise negotiated, this warranty term shall be as follows:
(a) Product installed at customer's factory: 36 months or 36,000 miles,
whichever occurs first.
(b) Product installed at automotive dealerships: 12 months or the
remainder of the original 36 month/36,000 miles vehicle warranty,
whichever occurs last.
3.2 Product which is determined by the PURCHASER's customer to be defective
during the warranty term defined in Section 3.1 or during the
subsequent out-of-warranty phase, shall be serviced under the general
procedure defined in Section 4.0.
3.3 Warranty expenses billed to the PURCHASER by its customer for labor,
freight, materials, handling and other reasonable "industry standard"
expenses incurred by its automotive dealers (so called "R&R" claims),
shall be reimbursed in full by SUPPLIER.
4.0 SERVICE METHOD
4.1 Unless otherwise requested by the PURCHASER's customer, the Product
shall be serviced by replacement with new Product through the
customer's Parts Distribution Center (PDC), per the following basic
steps:
(a) the PURCHASER sells new Product to its customer at normal sales price for
PDC inventory purposes.
(b) the PURCHASER's customer sells the Product to the automotive dealer as a
service part at the customer's normal dealer net price.
(c) The automotive dealer uses the new Product to replace the defective
Product.
(d) In case of in-warranty replacement, the automotive dealer recovers parts
and labor expenses by submitting a warranty claim to the PURCHASER's
customer. Reference Section 3.3.
(e) Unless other arrangement is requested from time to time by SUPPLIER, the
PURCHASER, or the customer, the automotive dealer disposes of the defective
Product. Reference Section 4.2.
4.2 SUPPLIER and/or the PURCHASER may from time to time request access to
defective Product that has been replaced by automotive dealers (per
Section 4.1, items c and e) in order to perform quality analysis or
related activities. Any costs billed to the PURCHASER by its customer
for such retrieval shall be reimbursed in full by SUPPLIER.
4.3 SUPPLIER shall maintain Product availability for service purposes for a
minimum of ten (10) years from the date of last sale of Product to end
user, in compliance with applicable federal and state regulations.
5.0 REPORTING AND DOCUMENTATION
5.1 SUPPLIER shall provide the PURCHASER a minimum of ten (10) service
manuals for each Product model free of charge, including parts lists
with part numbers, schematics and exploded view drawings, encompassing
all parts, subassemblies and other materials and/or information. (To be
used for internal technical reference).
5.2 [*] uses a "FRACAS" program (Failure Reporting Analysis and Corrective
Action System) and Onkyo America uses an 8D corrective active process
program, each of which are in compliance with ISO-9000 and QS-9000 to
request corrective action from SUPPLIER in the event of Product and/or
procedural noncompliance. SUPPLIER shall respond promptly and
effectively to such requests. [*] and Onkyo America will provide
general instructions for the FRACAS process and the an 8D corrective
active process program, respectively, at the time of its first use.
5.3 Whenever requested by the PURCHASER, the SUPPLIER shall provide
technical reports of warranty returns retrieved per Section 4.2 (or
other method), including so called "Pareto and ▇▇▇▇▇▇▇" analysis and
description of corrective actions. A standard report format shall be
used that is acceptable to the PURCHASER and its customer.
6.0 GENERAL
6.1 SUPPLIER may delegate certain duties under this agreement to its
suppliers. However, SUPPLIER shall be fully responsible for the proper
execution by its suppliers of delegated duties in compliance with the
terms of this agreement.
6.2 With the exception of the Purchasing Agreement, this agreement
constitutes the entire understanding between the parties and supersedes
all previous written or oral negotiations and commitments with respect
to the transactions contemplated herein. Should there be any conflict
between the contents of this agreement and the Purchasing Agreement,
the Purchasing Agreement shall have precedence.
6.3 This agreement shall not be modified except in writing executed by a
duly authorized representative of each party, which writing makes
specific reference to this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date first written above
[*]
By (signature):___________________________________________
Name (printed):__________________________________________
Title:___________________________________________________
ONKYO AMERICA, INC.
By (signature):___________________________________________
Name (printed):__________________________________________
Title:___________________________________________________
*Confidential portions omitted and filed separately with the Commission.
SCHEDULE 5
PRODUCTION PARTS APPROVAL PROCESS (PPAP)
1. PPAP submittal is required prior to initial production and shall be
approved by PURCHASER before any shipment may be
dispatched by SUPPLIER.
2. After initial PPAP submittal, SUPPLIER shall submit to PURCHASER a
"Supplier Request for Approval" and a revised PPAP whenever the
SUPPLIER implements:
o Engineering changes.
o Materials changes (use of alternative materials and parts).
o Tooling changes (additions, refurbishment, replacements,
modifications, etc.)
o Manufacturing process changes.
o Manufacturing site changes.
o Reactivation of tooling that has been inactive longer than 12 months.
o Resumption of shipment after PURCHASER suspense due to quality concerns.
3. PPAP requirements specific to this Agreement shall be as follows.
S = Submit to PURCHASER and retain copy at SUPPLIER. R = Retain at
SUPPLIER and provide copy to PURCHASER upon request. N/A = Not
applicable to this Agreement.
4. PPAP submittals shall be made utilizing the formats attached hereto.
PURCHASER will accept, as an alternative, Automotive Industry Action
Group (AIAG) QS9000 formats. PURCHASER recommends that SUPPLIER
utilizes reference materials published by AIAG to assist in
understanding the PPAP requirements.
SCHEDULE 6
AMORTIZATION SCHEDULE
[*] Program
[*] Program
*Confidential portions omitted and filed separately with the Commission.