v. 1.0 10/17/01
EXHIBIT 10.45
Portions of this document indicated by
an ++ have been omitted and filed
separately with the Securities and
Exchange Commission pursuant to a
request for confidential treatment of
such information.
NOKIA
DISTRIBUTOR AGREEMENT
Sales Department Confidential
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2001
THIS AGREEMENT is hereby made on this 29th day of October, 2001, by and
between Nokia Inc. by and through its Nokia Mobile Phones business unit
(hereinafter called "NOKIA"), having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; and Brightpoint North America L.P., a limited
partnership formed under the laws of Delaware (hereinafter called "BRIGHTPOINT")
having a place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
1. PRODUCTS, PRICES, QUANTITY
1.1 NOKIA hereby agrees to sell, and BRIGHTPOINT hereby agrees to
purchase, the Wireless Communication Terminals which are more fully
described in ATTACHMENT "1" attached hereto and made a part hereof and
hereinafter referred to as the "Handsets". "Handsets" also include any
new Wireless Communication Terminals manufactured by NOKIA during the
term hereof which are set forth in revised or restated ATTACHMENT 1's.
The Handsets and any other items sold to BRIGHTPOINT under this
Agreement are hereafter collectively referred to as the "Products".
1.2 The prices for the Handsets shall be as set forth in ATTACHMENT "1 ".
From time to time NOKIA may issue a revised and restated ATTACHMENT
"1" which upon receipt by BRIGHTPOINT shall be deemed incorporated
into this Agreement and shall supersede the then existing ATTACHMENT
"1". Notwithstanding the foregoing, NOKIA shall not increase the price
of any Handsets without the prior written approval of BRIGHTPOINT.
1.3 During the period January 1, 2002 through December 31, 2002,
BRIGHTPOINT agrees that its minimum purchase goal shall be ++ (++)
units of Handsets. During the period January 1, 2003 through December
31, 2003 BRIGHTPOINT agrees that its minimum purchase goal shall be ++
(++) units of Handsets.
1.4 During the term of this Agreement NOKIA will not sell or provide
Handsets to another "Distributor" for general distribution purposes in
the Territory. For the purpose of the foregoing sentence,
"Distributor" shall mean any party or individual who purchases
Handsets for resale to parties other than consumers, but shall not be
deemed to include any cellular or PCS carrier or reseller, or any OEM
purchaser. NOKIA shall not be prohibited from selling to other
Distributors for special distribution purposes such as computer VAR
customers or to meet the needs of specific carriers or resellers or
"Vertical Orchestrators" (as defined below). Notwithstanding the
foregoing, NOKIA will use reasonable efforts to minimize the use of
any alternative Distributor and use reasonable efforts to insure that
the Handsets sold to any alternative Distributors are further sold
only to the specific customers for whom the alternative Distributor is
to serve. Further, it is NOKIA's intent that at all times
BRIGHTPOINT's prices remain competitive in the marketplace, giving due
consideration to BRIGHTPOINT's overall sales volume. For purposes of
this section, a "Vertical Orchestrator" is a company who, under
agreement with one or more carriers, provides services, such as
commission collection, to a group of dealer / agents.
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1.5 Nokia expressly appoints BRIGHTPOINT as NOKIA's distributor of
Handsets to the retail customers listed in Attachment "2" attached
hereto and made a part hereof and hereafter referred to as "Big Box
Retailers". By mutual written agreement from time to time the parties
may amend Attachment "2" in a revised or restated Amendment "2":
BRIGHTPOINT agrees to dedicate the necessary resources to adequately
represent NOKIA in the big box retailer marketplace, including, but
not limited to, adequate sales personnel, sales management, reverse
logistics support and IT processes. BRIGHTPOINT's success with the Big
Box Retailers will be measured upon BRIGHTPOINT's ability to grow the
business quarter over quarter using the third quarter of 2001 as a
baseline (adjusted appropriately to reflect seasonality and any change
in carrier partners by one or more of the Big Box Retailers or changes
in retail distribution strategy undertaken by any national carrier).
Provided that BRIGHTPOINT continues to succeed in selling Nokia
Handsets to Big Box Retailers, NOKIA will not sell handsets directly
to such Big Box Retailers during the term of this Agreement. Nothing
in this Section shall limit NOKIA'S ability to sell DCU units (as
defined in Section 5.2 below) directly to the Big Box Retailers.
1.6 In support of BRIGHTPOINT/NOKIA marketing initiatives, NOKIA will fund
an annual ++ and ++ (++) marketing budget to be spent on projects
jointly agreed upon. No other marketing or co-op funds will be made
available to BRIGHTPOINT. Such funds will be made available timely as
determined jointly by NOKIA and BRIGHTPOINT.
2. PURCHASE ORDERS
2.1 All orders for Products must be accompanied by a purchase order from
BRIGHTPOINT to NOKIA. Acknowledgment of receipt of purchase orders
shall not constitute acceptance.
2.2 BRIGHTPOINT's purchase orders shall be deemed accepted upon NOKIA's
delivery to BRIGHTPOINT of a firm shipping schedule for the Products
on a "Nokia Confirmed Ship Date" report. If BRIGHTPOINT does not
object in writing to such shipping schedule within seven (7) days
after receipt of the first Nokia Confirmed Ship Date report which
includes that order, then the shipping schedule for such order shall
be deemed to be firm. If BRIGHTPOINT subsequently issues any
amendment, deletion, postponement or other variance ("Change") to that
order, BRIGHTPOINT shall reimburse NOKIA for any extra expenses or
costs incurred by NOKIA resulting from that Change.
2.3 The minimum order quantity shall be three hundred twenty (320)
Handsets per each ship to address on an order.
2.4 NOKIA agrees to stock balance any Handset sku purchased on or after
January 1, 2002 for which BRIGHTPOINT has ++ This provision shall not
apply to any Handset sku for which NOKIA notifies BRIGHTPOINT in
writing within seven (7) days after receipt of BRIGHTPOINT's purchase
order that such Handsets are being sold to BRIGHTPOINT without the
benefit of any stock balancing.
3. PACKING AND SHIPMENT
3.1 The Handsets shall be packed in accord with NOKIA's standard product
packaging procedures which procedures are subject to reasonable
changes from time to time upon notice from NOKIA to BRIGHTPOINT. Any
BRIGHTPOINT request for different or additional packing and
fulfillment services shall be subject to NOKIA's reasonable approval
and mutual agreement as to any increases in prices related to the
provision of such services NOKIA shall comply with BRIGHTPOINT's
inbound receiving requirements set forth in ATTACHMENT "4" attached
hereto and made a part hereof.
3.2 All shipments will be made F.O.B. destination on NOKIA's designated
freight carrier with freight charges to be borne by BRIGHTPOINT
(either "freight collect" or "freight prepay and add" as designated by
the
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BRIGHTPOINT). NOKIA will bear the risk of loss to the destination
and arrange for and absorb the cost of insurance to cover such
shipments. Upon receipt of each shipment BRIGHTPOINT will ▇▇▇▇ the
▇▇▇▇ of lading with substantially the following phrase "received in
good condition except as noted, contents subject to complete
inspection/verification for hidden damages and/or shortages". Any
claims of loss or damage concerning the Products shipped to
BRIGHTPOINT or drop-shipped for BRIGHTPOINT must be reported to NOKIA
within twenty one (21) days of delivery. All freight charges will be
invoiced at NOKIA's actual net cost inclusive of any rebates, etc.
3.3 If BRIGHTPOINT designates their own freight forwarder or carrier then
the shipment will be F.O.B. Fort Worth with freight charges to be
borne by BRIGHTPOINT ("freight collect"). BRIGHTPOINT shall bear the
risk of loss relating to such shipments. It shall be BRIGHTPOINT's
sole responsibility to procure insurance for each such shipment in an
amount to cover the replacement cost of the shipment. BRIGHTPOINT will
provide proof of insurance to NOKIA upon request. In the event
BRIGHTPOINT discovers shortages or damages related to the shipment
BRIGHTPOINT will be solely responsible to file necessary claims and
pursue recovery from its insurer. Provided the ▇▇▇▇ of lading is in
order indicating the proper number of cartons (weighing the proper
number of pounds) were placed into the hands of BRIGHTPOINT's
designated freight carrier, NOKIA shall not be required to replace
such lost or damaged goods nor shall BRIGHTPOINT be entitled to deduct
the value thereof from the payment of the corresponding invoice as
NOKIA shall not have any insurance covering such shipments.
3.4 If BRIGHTPOINT requests that any of the Products be drop-shipped to
separate locations, such instructions and authorization must be
submitted to NOKIA in writing. The number of drop-ship locations
specified by BRIGHTPOINT may not exceed seven (7).
4. CREDIT AND PAYMENT
4.1 The terms of payment shall be ++ from date of invoice. NOKIA shall
invoice BRIGHTPOINT for the Products at the time of shipment.
Notwithstanding the foregoing, BRIGHTPOINT may elect to ++ .
4.2 NOKIA shall initially set a credit limit for BRIGHTPOINT in an amount
equal to the maximum amount of credit insurance NOKIA can obtain using
the same insurer (and paying no greater premiums) as NOKIA utilizes to
insure the trade credit balances on NOKIA's other customers. If such
credit line is insufficient for BRIGHTPOINT to meet its purchase goals
as set forth in Section 1.3 above (assuming normal monthly loading of
the total annual goal), then NOKIA shall give BRIGHTPOINT written
notice thereof. BRIGHTPOINT shall thereupon have ++ to make other
payment arrangements reasonably satisfactory to NOKIA. Failing that,
NOKIA may early terminate this Agreement upon written notice to
BRIGHTPOINT. Except as set forth above, NOKIA will not arbitrarily
adjust BRIGHTPOINT's credit line.
4.3 BRIGHTPOINT shall pay NOKIA interest at the rate of ++ and ++ (++) per
month (pro rated for any partial months) on all payments which are ++
(++) days or more past due provided NOKIA gave BRIGHTPOINT notice of
such late payment at least fifteen (15) days prior to the accruing of
interest charges. In the event NOKIA engages an attorney to collect
payments from BRIGHTPOINT, NOKIA shall be entitled to recover from
BRIGHTPOINT its reasonable attorneys' fees and court costs.
4.4 BRIGHTPOINT shall be responsible for all taxes, fees or other charges
imposed by any governmental entity arising with respect to the sales
of Products by NOKIA to BRIGHTPOINT, except any taxes that may be
based on NOKIA's net income or any import duties incurred by NOKIA in
bringing the Products into the U.S.
4.5 Unless expressly stipulated to the contrary, all rebates, credits,
co-ops or accruals which may from time to time be due from NOKIA to
BRIGHTPOINT either pursuant to the terms of this Agreement, or under
any
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special or promotional programs which the parties may agree upon
during the term hereof, shall be paid to BRIGHTPOINT in the form of an
Open Credit Memo which BRIGHTPOINT may use towards payment of any
outstanding amounts owed to NOKIA. If at the end of the term of this
Agreement, BRIGHTPOINT has any remaining Open Credit Memos and shall
not owe any additional sums to NOKIA, BRIGHTPOINT may endorse and
return such open credit memos to NOKIA in exchange for a cash payment
in the amount of such open credit memos.
4.6 BRIGHTPOINT will not deduct from the payment of any invoice rendered
hereunder (short pay) any amount until BRIGHTPOINT has received an
Open Credit Memo from NOKIA related to such deduction. Whenever NOKIA
owes BRIGHTPOINT a credit with regard to any matter NOKIA shall issue
such Open Credit Memo to BRIGHTPOINT within fifteen (15) days after
all events have occurred which give rise to the credit. Failure by
NOKIA to do so after three (3) business days written notice from
BRIGHTPOINT shall result in NOKIA paying BRIGHTPOINT a penalty equal
to ++ (++%) of the value of the Open Credit Memo per day for each day
NOKIA is late in issuing the Open Credit Memo to BRIGHTPOINT capped at
a maximum penalty of ++ percent (*%). The dollar amount of any Open
Credit Memo shall not be subject to challenge or adjustment unless the
party seeking to challenge the dollar amount of the Open Credit Memo
gives the other party written notice thereof within ninety (90) days
after issuance of the Open Credit Memo.
4.7 Open Credit Memos for Volume Incentive Rebates (VIR) shall be paid on
a monthly basis in arrears in accord with Section 4.6 above.
5. ++
5.1 BRIGHTPOINT agrees that NOKIA's ++ of Handsets sold by BRIGHTPOINT for
its general distribution purposes in the Territory shall ++ .
5.2 BRIGHTPOINT separately agrees that during the Term hereof, when NOKIA
shall make any Digital Convergence Units ("DCU") Products available to
BRIGHTPOINT that NOKIA shall ++. As agreed herein, the term DCU shall
mean a device that contains imaging or other functionality beyond the
ability to make voice calls as a substantial product differentiation
in the Wireless Communication Terminal market.
5.3 BRIGHTPOINT agrees that no other ++ Wireless Communication Terminals
sold by BRIGHTPOINT for general distribution purposes in the
Territory.
5.4 BRIGHTPOINT agrees that during the Term hereof, ++ to the U.S.
wireless communications terminal market (800 MHz and/or 1.9 GHz) shall
have ++ of Wireless Communication Terminals sold by BRIGHTPOINT for
general distribution purposes in the Territory. As used herein, the
term "++" shall mean any ++.
5.5 ++
5.6 NOKIA may, from time to time, at its own expense, engage a big four
(4) auditing firm of NOKIA's choice to audit BRIGHTPOINT's compliance
with the obligations of BRIGHTPOINT under this Section 5 and Section
8.3 below. BRIGHTPOINT shall reasonably cooperate with NOKIA's chosen
auditors by making all relevant information available to them. NOKIA
shall provide BRIGHTPOINT with a copy of any audit report provided to
NOKIA by such auditing firm.
5.7 BRIGHTPOINT shall be pro rata relieved of its various obligations
under this Section 5 (on a Handset-for-Handset basis) for each Handset
NOKIA is unable to "Timely Supply' to BRIGHTPOINT. For the purposes of
the foregoing sentence, "Timely Supply" shall mean shipment within
fifteen (15) days of the Confirmed Ship Date set forth on the Nokia
Confirmed Ship Date report.
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5.8 For the purpose of this Agreement, ++ shall mean those companies
specified in ATTACHMENT "6" attached hereto and made a part hereof.
5.9 For the purpose of determining BRIGHTPOINT's compliance with Sections
5.1, 5.2, 5.3, and 5.4 above, sales by BRIGHTPOINT to the NOKIA Direct
Accounts (as set forth in ATTACHMENT "5") of either: (i) the Handsets
with NOKIA's written permission; or (ii) of other manufacturers'
Wireless Communication Terminals, shall be disregarded.
5.10 For the purpose of this Agreement, the term "Wireless Communication
Terminal" shall mean any device that operates in the 800 MHz spectrum
band or 1.9 GHz spectrum band on a cellular or PCS infrastructure
system.
5.11 For so long as NOKIA continues to actively sell the Nokia ++, it shall
be the ++ in the BRIGHTPOINT ++ channel. shall ++. The foregoing
limitations shall also apply to the ++ channel. During the term of
this Agreement NOKIA agrees that the purchase price on the NOKIA ++
shall not be ++ for that Handset or a Handset of equal configuration.
6. PRICE PROTECTION HANDSETS
6.1 If and when NOKIA shall reduce the price of particular models of
Handsets, then BRIGHTPOINT shall be entitled to the benefit of such
price reduction for all units of such Handsets model which equals the
lesser of: (i) those Handsets purchased by BRIGHTPOINT during the ++
period immediately preceding the effective date of the price
reduction; or (ii) those verifiable Handsets in transit plus those
verifiable Handsets remaining in inventory in a BRIGHTPOINT owned
facility on the effective date of the price reduction.
6.2 BRIGHTPOINT shall receive the benefit of such price reduction by NOKIA
issuing an Open Credit Memo to BRIGHTPOINT. The amount of the Open
Credit Memo may be used by BRIGHTPOINT in paying any outstanding
obligations due NOKIA, or alternatively if BRIGHTPOINT's account with
NOKIA is current, BRIGHTPOINT may endorse and return the Open Credit
Memo to NOKIA whereupon BRIGHTPOINT shall promptly receive cash
payment from NOKIA in an amount equal to the amount of the Open Credit
Memo. Under no circumstances shall BRIGHTPOINT deduct amounts for
Price Protection from the payment of invoices in advance of the
issuance of an Open Credit Memo.
6.3 The amount of each Open Credit Memo due BRIGHTPOINT pursuant to this
Section 8 shall be determined as follows:
6.3.1 The amount of the new reduced price of the Handset model shall
be subtracted from the price charged to BRIGHTPOINT for each eligible
unit of the Handset model as determined in accord with Section (6.1)
above.
6.3.2 The total of all such differences shall be summed, which amount
shall be the amount of the Open Credit Memo.
6.3.3 If BRIGHTPOINT has previously received a price protection credit
for any such unit, then the amount of any previously issued credit on
the units shall be subtracted to arrive at the amount credited to
BRIGHTPOINT.
6.3.4 No credit shall be issued in respect of any units which have
been returned to NOKIA for full invoice price credit.
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6.4 The following procedure shall be utilized by BRIGHTPOINT to receive
Open Credit Memos for price protection due hereunder:
6.4.1 BRIGHTPOINT shall submit in writing a report (with supporting
documentation) of its affected Handsets within ++ of notification from
NOKIA of a price reduction as well as BRIGHTPOINT's physical inventory
at all BRIGHTPOINT warehouses.
6.4.2 Upon verification of the contents of the report, NOKIA will
issue an Open Credit Memo to BRIGHTPOINT for the approved dollar
amount. Such Open Credit Memo shall be issued not later than fifteen
(15) days after NOKIA's receipt of the report. NOKIA shall have the
right to audit BRIGHTPOINT's calculations.
6.5 From time to time the parties may agree to extend ++, which agreement
shall be in writing signed by both parties.
7. TERRITORY AND TRANSSHIPMENT
7.1 Subject to Section 1.4 above, BRIGHTPOINT is hereby designated as
Nokia's sole distributor for the Handsets in the fifty U.S. states and
the District of Columbia. The foregoing area shall be referred to as
the "Territory".
7.2 During the term of this Agreement, BRIGHTPOINT shall without express
written consent of NOKIA not directly transship, sell, or otherwise
transfer the Products outside the Territory. Further, BRIGHTPOINT
shall not knowingly sell, or continue to sell, the Products to any
other person or entity who intends to distribute the Products outside
the Territory. Violation of this provision in any manner by
BRIGHTPOINT shall permit NOKIA to terminate this Agreement at anytime
upon written notice to BRIGHTPOINT.
7.3 Subject to Section 1.4 above, NOKIA's designation of BRIGHTPOINT as
its sole distributor does not prohibit NOKIA from engaging in whatever
other marketing and distribution activities in the Territory NOKIA
deems advisable, such as direct or indirect sales and distribution of
Products to cellular or PCS carriers, retailers, dealer/agents and/or
end users.
7.4 Without NOKIA's express written permission in each instance
BRIGHTPOINT shall not sell, nor solicit to sell, Handsets to the NOKIA
Direct Accounts listed in ATTACHMENT "5" attached hereto and
incorporated herein. NOKIA may add to the list on ATTACHMENT "5" from
time to time upon written notice to BRIGHTPOINT. If NOKIA does add a
carrier or reseller to the list set forth in ATTACHMENT "5", then the
volume that such carrier or reseller shall purchase from NOKIA shall
be credited against BRIGHTPOINT's goals under Section 1.3 above
8. ADDITIONAL BRIGHTPOINT REQUIREMENTS
8.1 BRIGHTPOINT will conduct its business of selling the Products in such
a way as not to materially damage the reputation and goodwill of
NOKIA, its Products or trademarks.
8.2 BRIGHTPOINT shall not modify the Products in any manner. BRIGHTPOINT
will not modify, remove or alter the documentation accompanying the
Products without prior written approval of NOKIA.
8.3 During the Term of this Agreement, BRIGHTPOINT shall make available to
NOKIA the business information set forth in ATTACHMENT " 7" attached
hereto and incorporated herein.
8.4 Throughout the Term of this Agreement, BRIGHTPOINT will maintain a ++.
8.5 During the term of this Agreement, BRIGHTPOINT agrees to provide NOKIA
with a ++.
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8.6 BRIGHTPOINT agrees to process ++ for its customers of NOKIA Products
in a timely manner and provide evidence of such ++ to such customers
in ++.
8.7 ++.
9. WARRANTY, RETURNS, SERVICE
9.1 Except for Products specifically identified as "used' or
"refurbished", NOKIA warrants and represents to BRIGHTPOINT that all
Products sold by NOKIA to BRIGHTPOINT hereunder shall be new. NOKIA
further warrants the Products to BRIGHTPOINT, its purchasers and to
U.S. end-users according to the applicable limited warranty documents
that accompanies the Products subject to any limitations contained in
such limited warranty documents.
9.2 Warranty returns shall be subject to NOKIA's reasonable repair and
return policies in effect from time to time. If no-fault-found
Handsets returned directly from BRIGHTPOINT for warranty repair exceed
++ percent (++%) of all warranty repair returns from BRIGHTPOINT then
BRIGHTPOINT will pay ++ and 00/100 USD ($++) per each no-fault-found
U.S. Handset returned to NOKIA for warranty repair.
9.3 BRIGHTPOINT shall comply with NOKIA's reasonable procedures related to
the tracking of in-bound Products returned to NOKIA from BRIGHTPOINT.
9.4 NOKIA agrees to offer for sale to BRIGHTPOINT functionally equivalent
replacement and repair parts for the Handsets until the later of: (i)
three (3) years after the last delivery of Handsets hereunder; or (ii)
the period of time required by applicable law.
9.5 NOKIA warrants that the Products meet U.S. FCC requirements.
9.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, ALL WARRANTIES,
CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT
TO THE PRODUCTS WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM,
PRIOR ORAL OR WRITTEN STATEMENTS BY NOKIA OR OTHERWISE (INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
10. LIMITATION OF LIABILITY
10.1 EXCEPT AS SET FORTH IN SECTIONS 13.1 AND 14.1 BELOW, WHETHER OR NOT
CAUSED BY NEGLIGENCE, NOTWITHSTANDING ANYTHING HEREIN, NEITHER PARTY
SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR
PUNITIVE DAMAGES, HOWEVER CAUSED (INCLUDING LATE DELIVERY).
11. FORCE MAJEURE
Neither party shall be liable or deemed to be in default for any delay
or failure in performance under this Agreement or interruption of
service resulting directly or indirectly from acts of God, civil or
military authority, acts of public enemy, war, accidents, fires,
explosions, earthquakes, floods, the elements, epidemics, strikes,
labor disputes, shortages of fuel, power, suitable parts, materials,
labor or transportation, whether in its own enterprise, or any cause
beyond the reasonable control of such party. In the above instances
time for performance shall be extended for the period of the delay
caused; provided however, that either party may cancel in writing the
undelivered portion of the order if the delay exceeds sixty (60) days
from the shipment date originally confirmed by NOKIA.
12. TERM AND TERMINATION
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12.1 Unless sooner terminated in accordance with the provisions of this
Agreement, the initial term of this Agreement shall commence January
1, 2002, and extend until December 31, 2003 ("Term").
12.2 Either party shall have the right to terminate this Agreement if the
other party rejects or fails to perform or observe any of its
obligations hereunder, and such condition is not remedied within
thirty (30) days after written notice is given to the defaulting
party.
12.3 Upon sixty (60) days prior written notice to the other party, either
party may early terminate this Agreement, with or without cause, with
the effective date of such early termination to be not earlier than:
(1) January 1, 2003; or (2) the closing of the sale, acquisition,
merger or consolidation of the other party.
12.4 Termination of this Agreement, howsoever caused, shall not terminate
obligations which occurred prior to the effective date of termination.
12.5 In addition to the other rights of termination set forth above, NOKIA
shall have the right to terminate this Agreement upon sixty (60) days
written notice to BRIGHTPOINT if BRIGHTPOINT begins sales directly to
end users. The foregoing right of termination shall not apply to
BRIGHTPOINT's business of providing a customized 1-800 or
internet-fulfillment channel for BRIGHTPOINT's fulfillment contract
customers
12.6 NOKIA's sole remedy for BRIGHTPOINT's failure to meet the volume goals
set forth in Section 1.3 shall be to terminate this Agreement after
sixty (60) days prior written notice.
12.7 Sections 9, 10, 12,13, 14, 15, 16, 17, 18, and 19 shall survive
termination of this Agreement. The obligations contained in Section 16
shall survive termination of this Agreement for two (2) years.
13. INDEMNITY FOR PRODUCT LIABILITY
13.1 NOKIA agrees to defend and indemnify BRIGHTPOINT, its affiliates,
customers, officers, agents, employees, assigns and successors from
and against any losses, damages, claims, demands, suits, liabilities
and expenses (including reasonable attorney's fees) that arise out of
or result from injuries or death to persons caused by a defect or
claim of a defect of the Products provided that: (i) BRIGHTPOINT
notifies NOKIA in writing within thirty (30) days of BRIGHTPOINT's
actual notice of the claim (written or oral); (ii) NOKIA has sole
control of the defense and all related settlement negotiations; and,
(iii) BRIGHTPOINT provides NOKIA with the assistance, information and
authority necessary for NOKIA to perform its obligations under this
Section 13.1; provided always that BRIGHTPOINT will not admit
liability under any circumstances. Reasonable out-of-pocket expenses
incurred by BRIGHTPOINT in providing such assistance will be
reimbursed by NOKIA.
14. INDEMNITY FOR INFRINGEMENT, INJUNCTION
14.1 NOKIA agrees to defend and indemnify BRIGHTPOINT against any claim
that the Products sold by NOKIA hereunder infringe the intellectual
property rights of third parties provided that: (i) Products are not
modified by BRIGHTPOINT or by any other party at the direction of
BRIGHTPOINT; (ii) BRIGHTPOINT notifies NOKIA in writing within thirty
(30) days of BRIGHTPOINT's actual notice (written or oral) of the
claim; (iii) NOKIA has sole control of the defense and all related
settlement and licensing negotiations; and, (iv) BRIGHTPOINT provides
NOKIA with the assistance, information and authority necessary to
perform NOKIA's obligations under this Section 14.1; provided always
that BRIGHTPOINT shall not admit liability under any circumstances.
Reasonable out-of-pocket expenses incurred by BRIGHTPOINT in providing
such assistance will be reimbursed by NOKIA.
14.2 If the use or sale of any Products furnished hereunder is enjoined as
a result of any suit, NOKIA at its option and at no expense to
BRIGHTPOINT shall: (i) obtain for BRIGHTPOINT the right to use, sell
or re-sell said items or (ii) substitute an equivalent product
reasonably acceptable to BRIGHTPOINT and
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extend this indemnity thereto, or if (i) or (ii) cannot be reasonably
attained for commercial reasons, NOKIA shall accept the return of the
Products and reimburse BRIGHTPOINT the purchase price thereof.
14.3 BRIGHTPOINT covenants not to ▇▇▇ and agrees not to assert any of its
own patents, or patents it controls, against NOKIA with respect to any
Products purchased by BRIGHTPOINT from NOKIA hereunder.
14.4 Nothing in this Agreement shall be construed as a warranty that the
Products are covered by any patent or other industrial or intellectual
property right outside the Territory.
15. GOVERNING LAW, ATTORNEY'S FEES
15.1 This Agreement shall be governed by, and construed and enforced in
accordance with the laws of Delaware, U.S.
15.2 In the event either party shall at any time institute any legal action
or proceedings of any nature for the enforcement of this Agreement, or
any of the terms and provisions hereof, the prevailing party in such
action or proceeding shall be entitled to recover all costs, including
attorney's fees incurred in connection therewith, or in connection
with appellate proceedings if said party shall prevail upon appeal.
16. CONFIDENTIALITY
16.1 Each party shall keep confidential and shall not without the prior
consent in writing of the disclosing party, copy or disclose to any
third party the content of any documents or information, which is
identified as being confidential and which is acquired from the other
party in connection with this Agreement or the Products. Each party
shall copy and use the same solely for the purpose of this Agreement
and the normal use of the Products.
16.2 The obligations imposed upon either party under Section 19.1 above
shall not apply to information whether or not designated as
"Confidential": (i) which is made public by the disclosing party; (ii)
which the receiving party can reasonably demonstrate is already in the
possession of the receiving party and not subject to an existing
agreement of confidence; (iii) which is received from a third party
without restriction and without breach of this Agreement; (iv) which
is independently developed by the receiving party as evidenced by its
records; (v) which the receiving party is required to disclose
pursuant to a valid order of a court or other governmental body or any
political subdivision thereof; provided, however, that the recipient
of the information shall first have given notice to the disclosing
party and made a reasonable effort to obtain a protective order
requiring that the information and/or documents so disclosed be used
only for the purposes for which the order was issued.
16.3 The parties agree that this Agreement (including all exhibits attached
hereto) is confidential and shall not be disclosed to any third party.
16.4 The obligations in this Section 16 shall survive termination of this
Agreement for two (2) years.
17. PUBLICITY
17.1 BRIGHTPOINT and NOKIA agree to submit to each other for approval all
publicity matters whenever the other's name is used in connection with
matters pertaining to the relationship established by this Agreement
except as required by law.
18. TRADEMARKS
18.1 It is expressly agreed and understood that trademarks, trade names,
insignia, etc. (herein "Marks") involving the words "Nokia" or
"Brightpoint" are and shall remain the exclusive property of NOKIA or
BRIGHTPOINT (as applicable) and that the other party shall have no
right to such trademarks and trade
Nokia Confidential 9
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names. All use of Marks involving the words "Nokia" or "Brightpoint"
(as applicable) in the promotion and sale of goods in the Territory
shall be deemed to be inure only for the benefit of the owner of such
Marks. Neither party without the express written consent of the other
shall have the right to use any Marks in the sale, lease or
advertising of any products or on any product container, component
part, sales, advertising or promotional materials. Any approved use of
the Marks shall be in accord with such party's policies governing the
size, typeface and other usage requirements.
18.2 If BRIGHTPOINT requests that any of the Products are to be sold to
BRIGHTPOINT bearing any trademark other than the "Nokia" trademark,
the terms and conditions concerning such private labeling of the
Products shall be subject to the mutual written agreement of the
parties. BRIGHTPOINT shall indemnify and save NOKIA harmless from any
liability, judgments, decrees, costs and expenses, including
reasonable attorney(s) fees incurred by NOKIA resulting from suits
brought by any party against NOKIA related to NOKIA affixing any trade
names, logos or trademark(s) on the Products in accord with any
instructions given by BRIGHTPOINT.
18.3 Products not purchased by BRIGHTPOINT under this Agreement which
contain BRIGHTPOINT's trademarks or trade names shall have all such
trademarks or trade names removed prior to any sale, use or
disposition thereof. NOKIA agrees to indemnify and hold BRIGHTPOINT
harmless from any actual damage arising out of failure to do so.
18.4 BRIGHTPOINT may co-brand the Products with the tradenames of its
customers upon NOKIA's prior written consent which consent shall not
be unreasonably withheld. BRIGHTPOINT shall indemnify and save NOKIA
harmless from any liability, judgments, decrees, costs and expenses,
including reasonable attorney(s) fees incurred by NOKIA resulting from
suits brought by any party against NOKIA related to BRIGHTPOINT
affixing any Trade names, logos or trademark(s) on the Products.
18.5 BRIGHTPOINT agrees not to knowingly purchase or sell any product, part
or accessory which bears the NOKIA trademarks but was not made,
manufactured, or sold by NOKIA or by an entity holding a valid license
to use the NOKIA trademark. BRIGHTPOINT further agrees that if it has
acquired such products, parts or accessory, upon written request from
NOKIA, it will immediately cease and desist from any further
acquisition, sale, resale, distribution, or, supply of such products,
parts and/or accessories.
19. GENERAL
19.1 This Agreement expresses the entire understanding and agreement of the
parties with reference to the sale of NOKIA Products and other items
to BRIGHTPOINT, and is a complete and exclusive statement of the terms
of this Agreement, and no representations, amendments, or agreements
modifying or supplementing the terms of this Agreement, shall be valid
unless in writing, signed by persons authorized to sign agreements on
behalf of both parties. This Agreement supersedes any prior agreement
between the parties related to the subject matter hereof.
19.2 During the term of this Agreement, BRIGHTPOINT's purchase of Products,
or any accessories for the Products, from NOKIA, shall be deemed to be
purchased under the terms and conditions of this Agreement. The terms
and conditions of BRIGHTPOINT's purchase orders, NOKIA's
acknowledgments or any other writings by either party which differ
from the terms and conditions hereunder shall not be effective unless
specifically accepted in writing as evidenced by the execution of such
writing by an authorized representative of each party. All orders are
subject to acceptance at NOKIA's home office in Irving, Texas. No
person shall have the authority to accept any order on behalf of NOKIA
outside of NOKIA's Texas offices.
19.3 No waiver by NOKIA or BRIGHTPOINT of any of the terms, conditions,
covenants or agreements of this Agreement shall be binding unless in
writing and signed by the party to be charged, and no such waiver
shall be deemed or taken as a waiver at any time thereafter of the
same or any other term, condition,
Nokia Confidential 10
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covenant or agreement herein contained, nor of the strict and prompt
performance thereof. A waiver by course of performance to any of the
terms and provisions hereunder on one occasion shall not be construed
as a waiver for any other occasion.
19.4 If any one or more provisions of this Agreement are deemed to be
unenforceable, the parties hereby express by agreement that the
remainder of this Agreement is nevertheless to be fully enforced and
to be interpreted as valid in every respect except for such
unenforceable provisions.
19.5 The status of BRIGHTPOINT shall be that of independent contractor
only, not under any circumstances is this Agreement intended to be a
partnership or joint venture.
19.6 The parties mutually agree that the headings and captions contained in
this Agreement are inserted for convenience or reference only, and are
not to be deemed part of, or to be used in construing, this Agreement.
19.7 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective permitted successors and
assigns. This Agreement shall not be assigned by either party hereto
without the prior written consent of the other party, which such
consent shall not be unreasonably, withheld, conditioned or delayed.
Notwithstanding the foregoing, but subject to Sections 5.5 and 12.3
above, either party hereto shall have the right to assign this
Agreement and the rights hereunder without the consent of the other
party to an entity which is the successor to substantially all of the
business operations of such party, whether by purchase of assets,
stock, merger or other
19.8 An indemnity for the benefit of one party hereunder includes that
party's parent company, affiliates, subsidiaries, officers, directors,
and employees.
ATTACHMENTS HANDSETS (ATTACHMENT 1)
RETAILERS (ATTACHMENT 2)
DSO CALCULATION EXPLANATION (ATTACHMENT 3)
RECEIVING REQUIREMENTS (ATTACHMENT 4)
NOKIA DIRECT ACCOUNTS (ATTACHMENT 5)
++ (ATTACHMENT 6)
BUSINESS INFORMATION (ATTACHMENT 7)
++ (ATTACHMENT 8)
++ (ATTACHMENT 9)
IN WITNESS WHEREOF, this Agreement was entered into as of the day and
year first written above.
ACCEPTED: ACCEPTED:
BRIGHTPOINT NORTH AMERICA LP. NOKIA INC.
By: Brightpoint North America, Inc.,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title EVP and Secy. Title: VP
Date: Date: 10/30/01
Nokia Confidential 11
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ATTACHMENT 1
HANDSETS
--------------------------------------------------------------------------------------------------------------------------------
NOKIA PRICING MOVE
--------------------------------------------------------------------------------------------------------------------------------
EFFECTIVE FEBRUARY 1, 2002
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
JANUARY PRICE FEBRUARY PRICE NET PRICE
--------------------------------------------------------------------------------------------------------------------------------
MODEL SHEET PRICE VIR NET PRICE SHEET PRICE VIR NET PRICE DIFFERENCE
--------------------------------------------------------------------------------------------------------------------------------
5125 Basic $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
5170I BLS-2N + HEADSET $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
5170I BMS-2S $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
5180i S2S Basic $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
5165 BASIC $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
5165 CINGULAR $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
6360 Basic + headset $ ++ $ ++ $ ++ New
--------------------------------------------------------------------------------------------------------------------------------
5185I $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
5185I + HEADSET $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3285 BASIC + HEADSET $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3285 BASIC + HEADSET $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
W/VIBRA
--------------------------------------------------------------------------------------------------------------------------------
3320 BMC-2 BASIC + $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
HEADSET
--------------------------------------------------------------------------------------------------------------------------------
3360 BMC-2 BASIC $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3360 CINGULAR $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3390 $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3390 CINGULAR $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3390 CINGULAR + SIM $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
3395 BMC-3 +HEADSET $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8260 $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8260 Cingular $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8290 $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8290 + SIM $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8290 CINGULAR + SIM $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8390 + headset $ ++ $ ++ $ ++ New
--------------------------------------------------------------------------------------------------------------------------------
8890 $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8890 Cingular $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
8890 Cingular + Sim $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
252 NC $ ++ $ ++ $ ++ $ ++ $ ++ $ ++ $ ++
--------------------------------------------------------------------------------------------------------------------------------
Nokia Confidential 12
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ATTACHMENT 2
RETAILERS
++
++
++
++
++
++
++
++
Nokia Confidential 13
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ATTACHMENT 3
DSO (Days Sales Outstanding) CALCULATION EXPLANATION
Accounts Receivable* X 30.42 = Three (3) month DSO
Net Sales **
* The sum of the last three (3) months ending accounts receivable balance.
** For the immediately preceding three (3) months.
Nokia Confidential 14
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ATTACHMENT 4
RECEIVING REQUIREMENTS
I. DISTRIBUTOR INBOUND SHIPPING SPECIFICATIONS
1. All deliveries to Brightpoint must have a scheduled delivery appointment
prior to the actual delivery being made. The freight carrier must contact
Brightpoint's Inbound Clerk to schedule the appointment. The telephone
number for scheduling appointments is (▇▇▇) ▇▇▇-▇▇▇▇ (ext. 2261). Receiving
hours are between 6:00 a.m. and 2:00 p.m. E.S.T., Monday through Friday.
2. All items, products or otherwise, are to be shipped according to the terms
and conditions of the purchase order or contract. If no shipping terms are
specified, ship collect FOB Origin City.
3. Brightpoint's Receiving Department requires a 24-hour ASN (Advanced Shipping
Notice) with the following items: purchase order number, item, quantity,
pallet id, carton id, serial or IMEI/ESN/MSN number, and ▇▇▇▇ of lading
(refer to Delivery Scheduling Procedures). For additional information
regarding ASN requirements contact our Director of Information Technology at
(800) 952-2355 ext. 2314.
4. Brightpoint's receiving schedule is made on a first-call-first-served basis.
5. The carrier must have a valid PO# or RA# available in order to be scheduled.
If the carrier has a PO#, the Receiving Clerk will verify the validity of
the PO# using Brightpoint's Order Management System and schedule an
appointment. An RA# will be accepted and appointment will be set at that
time.
6. If the PO# is valid:
Brightpoint will schedule the appointment in the next available opening.
If the PO# is invalid:
Brightpoint's Receiving Clerk will ask for as much information about the
freight as possible. Brightpoint's Purchasing Department and the
National Account Manager will work to obtain a valid purchase order.
Once Brightpoint receives all appropriate information, Brightpoint will
contact the carrier and schedule the appointment.
7. Brightpoint may re-schedule any shipments/trailers that arrive without an
approved appointment for the next available time slot in Brightpoint's
receiving schedule.
8. Brightpoint reserves the right to refuse trailers that arrive unscheduled
and/or are more than one hour LATE.
II. DELIVERY SCHEDULING PROCEDURES
NON-EXPEDITED FREIGHT
All freight shipments must be scheduled for a delivery appointment 24 hours
prior to the actual arrival of the shipment for delivery. The carrier should
send the correct Appointment Request Form (included on the following pages) as
soon as the carrier receives the shipment. This practice will help expedite the
shipment into Brightpoint's facility and help eliminate any additional transit
time.
The following information is required for all appointment requests:
- carrier name
- trailer number
- Brightpoint name
- all valid purchase order numbers
- number of cartons for each purchase order
- total cartons/total pallets
- weight of shipment
- carrier PRO number and/or shipment number
- copy of ▇▇▇▇▇▇▇'▇ ▇▇▇▇ of lading
Without this information, NO delivery appointment can be scheduled.
AIR FREIGHT SHIPMENTS: For all expedited shipments (e.g., air freight), vendors
must follow the same procedures listed on the preceding page when making an
appointment.
SMALL PACKAGE CARRIER SHIPMENTS: Small package carrier (i.e. UPS, Airborne, Fed
Ex) shipments are limited to no more than 200 pounds or 10 boxes per shipment,
per day. For shipments in excess of 200 pounds, Customer shall contact
Brightpoint's Freight Manager at (▇▇▇) ▇▇▇-▇▇▇▇ (Ext. 2227) for instructions.
III. ▇▇▇▇ OF LADING REQUIREMENTS
THE ▇▇▇▇ OF LADING REQUIREMENTS ARE MANDATORY. FAILURE TO COMPLY WITH THESE
INSTRUCTIONS COULD RESULT IN COSTLY DELAYS.
Nokia Confidential 15
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All shipments to Brightpoint, regardless of mode or FOB status, must be
accompanied by a ▇▇▇▇ of Lading. The ▇▇▇▇ of Lading must include the following:
- Brightpoint name
shipping Address
city, state, and zip code
- Brightpoint destination
street address
city, state, and zip code
- actual ship date
- carrier
- trailer number
- seal number
- total number of cartons, pallets, and gross weight of shipment
- Product descriptions
- Brightpoint's purchase order number (If shipping multiple purchase order
numbers together, all numbers must be listed with a carton break down by
purchase order)
- "Shipper Load and Count" (actual carton quantity the carrier picked up
from the vendor or shipper) printed on the ▇▇▇▇ of Lading when a trailer
is loaded and sealed without the driver being afforded the opportunity to
count or inspect the freight.
Carriers are responsible for the ▇▇▇▇ of Lading carton quantities;
consequently, shortages will result in a freight claim against the
carrier. However, Brightpoint will be responsible for any unit
discrepancies received against the packing list.
IV. PACKING LIST REQUIREMENTS
An accurate and legible packing list must accompany each shipment to
Brightpoint. The following packing list requirements apply:
- The contents of a carton may only relate to one purchase order. o A
packing list may only relate to one purchase order.
- The packing list must be placed in a removable envelope or pouch and must
be attached to the outside facing of carton, not on top, located at the
tail end of the trailer where possible. The carton with the packing list
must be clearly marked "Packing List Enclosed."
- The packing list must match the contents of the shipment.
- Packing list for partial shipments must only list the units shipped.
Packing lists labeled with only "partial shipment" is not acceptable.
- For small package carrier deliveries (i.e. UPS, RPS, Fed Ex), each carton
must have a copy of the complete packing list, detailing the contents of
the total shipment.
The packing list must include the following information:
- Brightpoint name
shipping address
city, state, and zip code
- Brightpoint destination
street address
city, state, and zip code
- Brightpoint purchase order number
- Brightpoint invoice number
- routing used on the shipment (carrier name)
- Product description
- model number
- quantity shipped per SKU
- number of cartons of the total shipment
V. BRIGHTPOINT PACKING REQUIREMENTS
1. All goods must be packaged to conform to good packaging procedures. Proper
and adequate packing material must be used to ensure adequate protection of
product. If there is freight loss and/or damage due to poor packaging,
Brightpoint will file a claim with the appropriate carrier. In the event
that the claims are not collected from the carrier, the claims will then be
processed against the shipper, and the charges will be deducted from payment
of invoice.
2. When appropriate, products must be palletized.
3. Products must be shipped in a standard master pack. Changes to a master
carton must be communicated to the Brightpoint's Receiving Department one
week in advance of shipment.
4. All pallets received by Brightpoint must conform to a standard Unit of
Measure ("UOM") and pallet configuration. Notice of changes made to the
standard pallet configuration or UOM will need to be sent to Project Manager
of Operations. Brightpoint, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ or
call (800) ▇▇▇- ▇▇▇▇ (Ext. 2250)
5. Ship one SKU per master carton. For master cartons that contain more than
one SKU, the carton must be labeled "mixed". Do not ship in less than full
master cartons. Partial cartons will only be accepted if it is marked as
"partial." The amount of mixed or partial cartons must be kept to a minimum
quantity of cartons for each shipment.
Nokia Confidential 16
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6. Only one purchase order should be shipped within a carton.
7. Products must be loaded onto a trailer by purchase order then by SKU.
Multiple purchase orders must not be mixed on multiple pallets or across
trailers. For mixed purchase orders across pallets or across trailers,
Customer must fill all pallets with the same purchase order and SKU. Mixed
SKUs on a pallet must be signed accordingly.
8. Palletized product must be shipped on 40" x 48" GMA pallets. All cartons
must fit entirely on pallets. No overhang is permitted. Products must not be
stacked higher than 48" on the pallet.
9. Master carton dimensions cannot exceed the following dimensions:
- Height: no greater than 12 inches.
- Width: no greater than 12 inches.
- Length: no greater than 24 inches.
VI. BRIGHTPOINT LABELING REQUIREMENTS
1. A carton label must be applied to every carton. If information is
preprinted on a carton, then information does not need to be duplicated on
a carton label. However, all information is required in a preprinted form,
carton label or both.
Information on each carton label must include the following:
- ESN, MSN, IMEI (Product serial number, if applicable)
- master carton quantities
- model/description
2. Shipping labels may be in a pallet sign format unless cartons are shipped in
loose quantities.
Information on the shipping label must include the following:
- Distributor's name and address
- Distributor's name and address
- purchase order number
- carton quantity
- ▇▇▇▇ of lading number
3. On expedited shipments (e.g., UPS, Fed Ex, Airborne), each carton must be
marked "Carton X of N". "X" is the sequential carton number and "N" is the
total number of cartons on shipment. All expedited shipments must have a
carton label and shipping label on every unit.
VII. GENERAL MERCHANDISE PACKING AND LABELING VIOLATIONS AND FEES
VIOLATION FEE
PACKAGING
- master carton quantity different than stated $ ++/CARTON
- more than one SKU or purchase order within a carton $ ++/CARTON
- mixed SKUs across pallets that are not identified $ ++/CARTON
LABELING
- "mixed" or "partial" cartons not labeled as such $ ++/CARTON
- missing label from carton $ ++/CARTON
- missing information on carton $ ++/CARTON
- incorrect information on carton $ ++/CARTON
- missing carton label and purchase order on small package
carriers (UPS, FedEx) shipments $ ++/CARTON
- missing/incorrect pallet label. $ ++/CARTON
PACKING LIST
- all packing lists not accompanying the shipment $ ++/SHIPMENT
- incomplete, incorrect or non-readable packing list $ ++/SHIPMENT
- more that one purchase order per packing list $ ++/SHIPMENT
- shipments received without scheduled appointments $ ++/SHIPMENT
- purchase order on packing list is invalid $ ++/SHIPMENT
STACKING AND MASTER CARTON SPECIFICATIONS
- pallets stacked over the 48" $ ++/PALLET
- no notification of master carton change $ ++/PALLET
- pallets not standard size 40" X 48" $ ++/PALLET
- freight stacked on broken pallets $ ++/PALLET
Nokia Confidential 17
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OTHER
- purchase order needs item code added $ ++/CARTON
- expected quantity needs updating $ ++/CARTON
- waiting on remaining shipments $ ++/CARTON
DEFINITIONS:
"Master Carton" is a corrugated box containing multiple units with the
same item code. They are used for consolidating same item codes
strictly for transporting not for retail.
"Unit of Measure" clarifies pallet configuration by cache/units
contained in a master carton or on a pallet.
EXAMPLE:
Caches/Units: Will always be one. 1
Master Carton: How many caches/units in the Master Carton? 6
Pallet: How many caches/Units on the total pallet? 240
Nokia Confidential 18
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--------------------------------------------------------------------------------
BRIGHTPOINT APPOINTMENT REQUEST FORM
--------------------------------------------------------------------------------
*****************************
***CIRCLE DESTINATION***
*****************************
BRIGHTPOINT NORTH AMERICA L.P. TECHNICAL SERVICES CARRIER:_________
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇:_________
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇▇ PHONE:___________
FAX: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ FAX:_____________
BRIGHTPOINT NORTH AMERICA L.P.
West Coast Distribution Center
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
* *MUST HAVE CARTON BREAK DOWN PER P.O
* *PLEASE PROVIDE AN E.T.A.:________________
**APPOINTMENT DATE:__________________________________
**APPOINTMENT TIME:__________________________________
**APPOINTMENT CONFIRMED WITH:________________________
--------------------------------------------------------------------------------
P.O. # # OF PALLETS DISTRIBUTOR CARRIER PRO/ BOL #
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ONCE THE APPOINTMENT HAS BEEN SET, ANY CHANGES
NEED TO BE COMMUNICATED TO THE RECEIVING DEPARTMENT
(I.E. CARRIER OF TRAILER #, CARTON COUNTS, P.O.s, ETC.)
Nokia Confidential 19
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--------------------------------------------------------------------------------
BRIGHTPOINT APPOINTMENT REQUEST FORM
--------------------------------------------------------------------------------
*****************************
***CIRCLE DESTINATION***
*****************************
BRIGHTPOINT NORTH AMERICA L.P. TECHNICAL SERVICES CARRIER:_________
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇:_________
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇▇ PHONE:___________
FAX: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ FAX:_____________
BRIGHTPOINT NORTH AMERICA L.P.
West Coast Distribution Center
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
**MUST HAVE CARTON BREAK DOWN PER P.O
**PLEASE PROVIDE AN E.T.A.:________________**
**APPOINTMENT DATE:__________________________________
**APPOINTMENT TIME:__________________________________
**APPOINTMENT CONFIRMED WITH:_____________________
--------------------------------------------------------------------------------
P.O. # # OF PALLETS DISTRIBUTOR CARRIER PRO/ BOL #
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ONCE THE APPOINTMENT HAS BEEN SET, ANY CHANGES
NEED TO BE COMMUNICATED TO THE RECEIVING DEPARTMENT
(I.E. CARRIER OF TRAILER #, CARTON COUNTS, P.O.s, ETC.)
Nokia Confidential 20
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PLEASE PROVIDE THE FOLLOWING INFORMATION FOR ITEM CODES
SHIPPED TO BRIGHTPOINT.
--------------------------------------------------------------------------------
Item code # Weight/ea. Master Carton Master Carton/ea. Full Pallet
Dimensions Quantity/ea.
L x W x H
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Nokia Confidential 21
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ATTACHMENT 5
NOKIA DIRECT ACCOUNTS
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
Nokia Confidential 22
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ATTACHMENT 6
DESIGNATED COMPETITORS
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
++
Nokia Confidential 23
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ATTACHMENT 7
BUSINESS INFORMATION
1. Brightpoint account numbers for all Brightpoint customers who purchase
Nokia Products.
2. Accurate and complete MTD and YTD sales information (units and dollars)
for all Brightpoint customers who purchase Nokia Products. Such
information to be refreshed on a daily basis.
3. Inventory information on all Skus of Nokia Products to be refreshed on a
daily basis.
4. Transaction data on all transactions involving Nokia Products including
price, quantity and date (Monthly report).
5. Nokia market share information by individual Brightpoint sales person
and by individual Brightpoint account (Monthly report).
Nokia Confidential 24
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ATTACHMENT 8
++
1. ++
2. ++
3. ++
4. ++
5. ++
6. ++
Nokia Confidential 25
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ATTACHMENT 9
-++
++
++
++
++
++
++
++
++
++
Nokia Confidential 26