<PAGE>
EXHIBIT 10.13
[Logo of Ingram Micro]
INTERNET RESALE AGREEMENT
-------------------------
This Agreement ("Agreement") is by and between PeoplePC Inc. ("PeoplePC"), with
its principal place of business at 100 Pine Street, FL 11, San Francisco,
California 94111, and Ingram Micro Inc. ("Ingram") excluding its subsidiaries,
with its principal place of business at 1600 East St. Andrew Place, Santa Ana,
California 92705. This Agreement will include orders from PeoplePC's website for
shipment within the United States, excluding its Territories.
1. PURPOSE
The purpose of this Agreement is to provide the terms and conditions for
the purchase and resale by PeoplePC and the sale by Ingram to PeoplePC of
products described in Ingram's current comprehensive product listing,
including any special Stock Keeping Units (SKUs) that have been established
for PeoplePC ("Product"), excluding electronic software distribution (ESD),
via PeoplePC's web page on the Internet, direct response television and
direct mail.
2. TERMS OF SALE
A. All Product sales will be subject to Ingram's standard Sales Terms and
Conditions (see Exhibit F), as may be amended from time to time without
notice at Ingram's sole discretion, published in its Comprehensive Catalog
("Catalog") at the time of purchase and are hereby incorporated by
reference. Ingram's current terms and conditions can be found on its
website www.ingrammicro.com. Should Ingram's Catalog provisions conflict
with this Agreement, the provisions of this Agreement will prevail.
B. If authorization for resale is required by the publisher or
manufacturer ("Vendor") of any Product, then Ingram will not be obligated
to sell such Product to PeoplePC unless Ingram has received such required
authorization. Ingram will make a reasonable effort to assist PeoplePC in
obtaining Vendor authorizations as required. If any Vendor prohibits Ingram
from selling a specific Product to PeoplePC, then Ingram reserves the right
not to sell said Product to PeoplePC.
3. VOLUME AND SERVICE LEVEL COMMITMENTS
Both parties agree to perform in accordance with their respective
obligations as specified in Exhibit A hereto. PeoplePC shall purchase from
Ingram the entire quantity of Systems identified in its Forecast (Exhibit E
hereto) and all additional Systems included in subsequent Forecast updates
but only to the extent that Ingram has actually ordered such originally
Forecast quantities and Ingram, after using commercially reasonable
efforts, is not able to cancel or defer such orders.
4. ORDERING
A. PeoplePC will compile, update and provide Ingram with Product order
information. The Product order information will include the: (i) Product
type(s), (ii) unit quantity, (iii) Ingram SKU number, (iv) PeoplePC current
price, (v) PeoplePC purchase order number and (vi) correct shipping
address.
B. Ingram will receive orders electronically via Ingram's InsideLine
electronic ordering system only from those who have been identified as
authorized PeoplePC personnel and can
________________________________________________________________________________
Page 1
Confidential
Confidential treatment has been requested with respect to the omitted portions
of this exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [*]. A complete version of
this exhibit has been filed separately with the Securities and Exchange
Commission.
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
provide the Ingram customer number and a PeoplePC purchase order number.
Ingram will have no obligation to confirm the validity of any order placed
or the authority of the person placing an order in this manner and assumes
no liability for orders placed by unauthorized persons. PeoplePC will
disclose its Ingram customer number only to its personnel with a need to
know.
C. In the event PeoplePC transmits an order with pricing higher than
Ingram's price to PeoplePC, Ingram will invoice PeoplePC at Ingram's lower
price. In the event PeoplePC transmits an order with pricing lower than
Ingram's price to PeoplePC, Ingram will notify PeoplePC to make the
appropriate change and Ingram will invoice PeoplePC at Ingram's price.
D. Backordered items will be shipped automatically if the backorder is
released within thirty (30) days of the original order date. Ingram will
cancel all backorders greater than thirty (30) days unless otherwise
notified by PeoplePC.
5. DATA SYNCHRONIZATION
Ingram will make Product information available electronically to PeoplePC
via InsideLine. PeoplePC is responsible for accessing, downloading and
updating Product information and performing regularly scheduled refreshes
to ensure the accuracy of PeoplePC's pricing information.
6. PRICING
A. System Pricing. Exhibit B includes pricing for specific personal
--------------
computer systems including a Central Processing Unit (CPU), installed
software, monitor, keyboard, and mouse ("System"). Ingram will provide
PeoplePC with ninety (90) days prior written notice of any System pricing
increases. Ingram and PeoplePC agree to review System pricing quarterly.
B. For all Product not specifically identified in Exhibit B, pricing will
be established as of the date of order.
7. SHIPPING
A. All orders will be shipped FOB origin, via one of the UPS or Federal
Express options listed below as indicated on PeoplePC's purchase order to
Ingram. Each System shipped via UPS will be shipped standard ground freight
with adult signature required for receipt. For each System shipped Ingram
will charge and PeoplePC agrees to pay Ingram the shipping charges
identified below.
<TABLE>
<CAPTION>
--------------------------------------------------------------
Carrier Delivery Service Charges
--------------------------------------------------------------
(Per System)
--------------------------------------------------------------
<S> <C> <C>
UPS Standard ground [*]
--------------------------------------------------------------
UPS Blue 2/nd/ Day [*]
--------------------------------------------------------------
Federal Express 2/nd/ Day [*]
--------------------------------------------------------------
Federal Express Standard Overnight [*]
--------------------------------------------------------------
Federal Express Priority Overnight [*]
--------------------------------------------------------------
UPS Red Overnight [*]
--------------------------------------------------------------
</TABLE>
Ingram and PeoplePC agree to review the above shipping charges a minimum of
ninety (90) days after the effective date of this Agreement. In the event a
shipment is lost, stolen, or damaged prior to receipt by the addressee,
Ingram will administer the claim with the carrier and will credit
PeoplePC's account for the purchase price of the Product and associated
shipping charges.
________________________________________________________________________________
Page 2
Confidential
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
PeoplePC agrees to pay for any freight carrier charges for C.O.D. or any
other special handling fees.
B. Packaging: All Products shipped directly to PeoplePC customers shall
---------
be packaged with minimal reference to Ingram. Specifically, the packaging
shall not display any Ingram trademark, service mark, logo, or trade name.
PeoplePC shall provide all necessary bezels and labels as required to
perform any desired customization of the Systems and boxes. If the carrier
requires a return address, Ingram may use its warehouse address, without
its company name, on such shipment. PeoplePC may utilize Ingram's limited
customization of standard packing slips upon written request.
C. Ingram will make its best efforts to ship Products within five (5)
business days of PeoplePC's order. All orders properly transmitted and
received after 2 p.m. Eastern Time, Monday through Friday will be
considered received on the day following the date the order was transmitted
to Ingram. Ingram shall not be liable for any failure or any delay in the
delivery of any Products due to a cause or causes not reasonably within the
control of Ingram including, without limitation, any delay caused by acts
of God, acts of PeoplePC, acts of civil or military authorities, fires,
strikes, floods, epidemics, governmental rules or regulations, wars, police
actions, or embargoes. Ingram shall not be liable for any losses or
damages, direct, indirect, special, consequential, incidental or otherwise
(including but not limited to advertising expenditures by PeoplePC), that
may arise out of Ingram's failure to meet delivery schedules.
D. Ingram shall provide PeoplePC with access to the date of shipment and
tracking information for each shipment within one (1) day after such
shipment of Products. Ingram shall instruct the chosen carrier that they
shall only release Product to a physical person and only at the correct
shipping address.
E. All shipments shall be made from one or more distribution centers in
the following states: California, Illinois, Pennsylvania, and such other
states as the parties may mutually agree upon from time to time.
8. PAYMENT TERMS
A. Ingram will invoice PeoplePC or a financial institution designated by
PeoplePC and approved by Ingram upon Product shipment and all invoices will
be due and payable net five (5) days from invoice date. Notwithstanding the
designated recipient of the invoices hereunder, PeoplePC will be completely
and solely liable to Ingram for the proper payment of all invoices
hereunder. Ingram will invoice PeoplePC via an Ingram approved electronic
method. The extension of credit and net terms are subject to Ingram's
approval and is contingent upon PeoplePC keeping its account current with
Ingram. PeoplePC agrees to provide adequate financial information as
required by Ingram's Credit Department. PeoplePC agrees that its payment to
Ingram is not dependent upon PeoplePC's receipt of payment from its
customers.
B. All shipment discrepancies resulting in a request for credit from
PeoplePC must have documentation (see Exhibit C) and be communicated to
Ingram's Credit Department within thirty (30) days of the date of invoice.
PeoplePC will immediately request a return material authorization ("RMA")
number for mis-shipped, overgoods, and canceled (shipped after written
cancellation date) orders. Upon authorization, PeoplePC agrees to return
Products to Ingram's designated warehouse, freight prepaid by PeoplePC, FOB
destination. In the event the Product return is the result of an Ingram
error, Ingram will arrange and pay for the return freight.
________________________________________________________________________________
Page 3
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
9. RETURNS
A. PeoplePC must obtain a valid Return Material Authorization ("RMA")
number from Ingram for all returns. As used herein, "Resalable Condition"
shall mean Product that is without price tags, clean, undamaged, unused,
unopened and complete in the manufacturer's original packaging. All
Products returned must be in Resalable Condition. If Ingram receives a
return without an RMA number it will be considered a refusal ("Refusal").
For Refusals, Ingram will receive the Product, scan it into the database,
and verify the condition of the Product by visible inspection. PeoplePC
will be charged the following re-stocking fees for all Refusals.
<TABLE>
<CAPTION>
--------------------------------------------------------
PRODUCT RE-STOCKING FEE
--------------------------------------------------------
<S> <C>
Systems [*] each
--------------------------------------------------------
All other Product [*]
--------------------------------------------------------
</TABLE>
B. Systems Returns. For all Systems purchases Ingram will accept returns
---------------
of non-defective Systems that are in Resalable Condition subject to a
monthly returns rate maximum of [*] of the total value of all purchases
during the previous Ingram fiscal month. PeoplePC will be assessed a re-
stocking fee of [*] for each System returned.
C. Non-Systems Product Returns. Ingram may grant PeoplePC a RMA for
---------------------------
Products purchased from Ingram, excluding Systems, within one hundred fifty
(150) days of invoice date for credit against future purchases by PeoplePC;
provided that the total purchase price of all such returns shall not exceed
fifteen percent (15%) of all purchases during the ninety (90) days
preceding the request to return the Products. Notwithstanding anything to
the contrary, Ingram reserves the right not to authorize the return of
Products which are: (i) no longer in production; (ii) being produced or
published by a manufacturer or publisher which is insolvent, has declared
bankruptcy, or will not accept returns from Ingram, or (iii) subject to
more restrictive stock balancing policies issued by the Product's
manufacturer or publisher. Ingram will make its best efforts to inform
PeoplePC of any manufacturer or publisher changes to their returns policies
via InsideLine. PeoplePC shall pay all costs and bear all risks of loss
when returning Non-Systems Products to Ingram. Non-Systems Configured
Products may not be returned.
D. All Refusals received by Ingram that are not in Resalable Condition as
determined by Ingram's visual inspection, at Ingram's reasonable sole
discretion, will be re-shipped at PeoplePC's expense to either: (i) an
address provided by PeoplePC within forty-eight (48) hours of Ingram's
receipt of the Refusal; or (ii) PeoplePC's designated liquidator. In the
event that PeoplePC has not provided Ingram with a valid ship to address
for any Refusal as identified above, then PeoplePC agrees to relinquish all
rights and title to Refusals that are not in Resalable Condition and grants
permission to Ingram to liquidate Refusals without issuing credit to
PeoplePC's account. PeoplePC also agrees to reverse debits for Refusals
within ten (10) days of notification of the Refusal.
E. Defective/DOA Products: Subject to the manufacturer's or publisher's
----------------------
warranty requirements and restrictions, Ingram may grant PeoplePC a RMA for
defective Products purchased from Ingram for replacement or credit against
future purchases by PeoplePC. All defective Products except for Configured
Products, mass storage and branded memory Products for which Ingram has
granted an RMA must be returned to Ingram within ninety (90) days of
invoice date. Defective Configured Products, mass storage and branded
memory Products must be returned to Ingram within thirty (30) days of
invoice date. Ingram may return to PeoplePC, at PeoplePC's expense, any
Products found not to be defective. Ingram reserves the right to require
PeoplePC to return defective Products directly to the Products'
manufacturer or publisher for
________________________________________________________________________________
Page 4
Confidential
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
replacement according to the manufacturer's or publisher's defective
Products return policy. Ingram will pay ground-freight expenses for
defective or DOA Products that are returned to Ingram. Ingram shall not be
obligated to repair or replace Products rendered defective, in whole or in
part, by causes external to the Products, including, but not limited to,
catastrophe, power failure or transients, overvoltage on interface,
environment extremes, improper use, maintenance and application of the
Products or use of unauthorized parts.
F. In an effort to eliminate future reconciliation issues when a credit
is granted, Ingram agrees to credit PeoplePC within thirty (30) days of
claim approval and PeoplePC agrees to hold any deduction for thirty (30)
days from the ship date of any return.
G. Damaged box or re-box service fees of thirty-five dollars ($35) per
item and additional costs for packaging goods as applicable may also apply.
H. Ingram reserves the right to change its return policies at any time
without notice to PeoplePC. Ingram will provide PeoplePC thirty (30) days
prior written notification of any changes to its return policies applicable
to the Systems listed in Exhibit B.
10. MARKETING
Ingram will make commercially reasonable efforts to obtain co-op or
marketing funds from Vendors for PeoplePC.
11. RECONCILIATION
A. Ingram and PeoplePC agree to reconcile any open accounts receivable
balance on PeoplePC's account every ninety (90) days. In order to allow
appropriate credits to be applied, Ingram requires that PeoplePC apply a
thirty (30) day delay from the ship date of a return to Ingram in debiting
Ingram. Claims must be submitted to Ingram in writing with the required
documentation as set forth in Exhibit C. Ingram will issue credit memos
within thirty (30) days of claim approval. The applicable documentation as
set forth in Exhibit C must accompany PeoplePC's check(s) containing the
deduction(s). Upon notification by Ingram, all denied claims require
immediate payment by PeoplePC.
B. PeoplePC will complete all audits within sixty (60) days of the close
of its fiscal year. PeoplePC agrees to submit internal post audit claims
to Ingram within thirty (30) days of completion of the audit. Ingram will
have sixty (60) days to respond in writing to these claims prior to
PeoplePC taking any deduction.
12. SALES TAX
PeoplePC will assume full responsibility for the collection of all sales
tax and reporting to the appropriate authorities. PeoplePC agrees to
defend, indemnify, and hold harmless Ingram from and against any and all
damages and costs incurred that may result from inadequate collection and
reporting of sales tax.
13. RESALE ONLY/EXPORT
All Products delivered to PeoplePC hereunder are for resale only and will
not be used for the internal business purposes of PeoplePC, or any parent
company, subsidiary or affiliate of PeoplePC. All Products delivered to
PeoplePC hereunder are intended for use in the United
________________________________________________________________________________
Page 5
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
States only. Shipment of the Products outside the United States is
prohibited without the express written permission of Ingram.
14. CONFIDENTIALITY
A. This Agreement is and contains confidential information, and as such
will not be disclosed to any third party without the express written
consent of both parties, except that PeoplePC may disclose this Agreement
to potential investors in or acquirers of PeoplePC who have agreed in
writing to obligations of confidentiality at least as restrictive as those
contained in this Agreement. The parties agree to disclose the terms and
conditions of this Agreement only to their respective personnel with a need
to know.
B. For a period of two (2) years from the date of disclosure to the other
party, both parties agree that they will not disclose to third parties the
Confidential Information, as hereafter defined, of the other without the
other party's prior written permission. Confidential Information shall mean
all proprietary information and/or trade secrets regardless of the form in
which it is transmitted, which (a) if disclosed in tangible form bears a
legend indicating that it is confidential or proprietary; or (b) if
disclosed orally or visually only, is identified as confidential or
proprietary at the time of disclosure and is documented as such in writing
and a non-confidential written summary of the disclosure is provided to the
other party within thirty (30) days of the date of disclosure. Confidential
Information will only be used by the parties in furtherance of this
business relationship.
C. The foregoing obligations not to disclose Confidential Information
shall not apply with respect to a party's Confidential Information that:
(i) was in the possession of or known by the other party without an
obligation of confidentiality prior to receipt from the disclosing party,
(ii) is or becomes general public knowledge through no fault or acts of the
other party; (iii) is or becomes lawfully available to the other party from
a third party which, to the other party's knowledge, is not subject to an
obligation of confidentiality; (iv) is independently developed by the other
party without use of any Confidential Information; or (v) the other party
is advised by counsel is required to be disclosed by any governmental
agency or pursuant to any law, code or regulation, provided the disclosing
party notifies the other party in writing as soon as it becomes aware of
the disclosure requirement so as to afford the other party every
opportunity to take whatever steps it deems necessary to protect the
confidentiality of the information. In the event that PeoplePC determines
that it must file this Agreement as an exhibit to any registration
statement or report it files with the U.S. Securities and Exchange
Commission (the "SEC"), PeoplePC will request confidential treatment for
the filings, will permit Ingram to review and approve the portions of this
Agreement for which confidential treatment is requested at least seventy-
two (72) hours prior to the filing, and will permit Ingram to participate
in any discussions it or its representatives may have with the SEC with
respect to such request.
15. NOTICES
All notices and other communications relating to this Agreement or its
terms will be in writing and mailed via first class United States Postal
Service, certified or registered with return receipt requested, by courier
that provides proof of delivery, or via facsimile. All notices so mailed
will be deemed received two (2) days after postmark date and facsimiles
will deemed received upon notification of successful transmission.
________________________________________________________________________________
Page 6
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
16. INDEMNIFICATION
Ingram will pass through to PeoplePC any Vendor's contractual obligation to
indemnify Ingram to the extent such Vendor has agreed that Ingram may pass
it through to its resellers. Ingram will try to seek product liability,
breach of warranty, and intellectual property infringement indemnification
for PeoplePC from Toshiba, Compaq, Hewlett-Packard, and any other Vendors
as mutually agreed upon, for the Systems of their manufacture sold by
Ingram to PeoplePC hereunder and Ingram will make commercially reasonable
efforts in our negotiations with these vendors to obtain such
indemnification.
17. CHOICE OF LAW
This Agreement shall be deemed to have been executed and delivered in Santa
Ana, California, and shall be construed, interpreted and enforced under and
in accordance with the internal laws of the State of California, excluding
its conflicts or choice of law rule or principles which might refer to the
law of another jurisdiction.
18. BINDING EFFECT/ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective representatives, successors and
permitted assigns. Neither party may assign its rights and/or duties under
this Agreement without the prior written consent of the other party given
at the other party's sole option; except that Ingram may assign this
Agreement to a subsidiary or affiliate upon notice to PeoplePC and either
party may assign this Agreement upon notice to the other party upon the
sale of all or substantially all of its assets due to a merger or
acquisition. Any such prohibited assignment shall be void.
19. HEADINGS
This Agreement may be executed in any number of original counterparts, each
of which when executed and delivered will be deemed to be an original and
all of which taken together will constitute but one and the same
instrument. Headings in this Agreement are included for convenience of
reference only and will not constitute a part of this Agreement for any
other purpose.
20. INDEPENDENT PARTIES
Nothing contained in this Agreement shall be deemed or construed to create
a partnership or joint venture of or between PeoplePC and Ingram, or to
create any other relationship between the parties other than that of
independent contractors.
21. TERM AND TERMINATION
This Agreement will commence on the date of the last signature set forth
below and will continue for a period of one (1) year. Either party may
terminate this Agreement without cause, by giving ninety (90) days advance
written notice to the other party. Ingram may terminate this Agreement
immediately for cause upon written notice which notice will include a ten
(10) day opportunity to cure. This Agreement may be renewed for one-year
terms by mutual written consent of the parties.
________________________________________________________________________________
Page 7
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
22. ENTIRE AGREEMENT
This Agreement (including any Exhibits and Addenda) constitutes the entire
Agreement between the parties pertaining to the subject matter hereof, and
will cancel, terminate, and supersede any and all previous agreements,
proposals, representations, or statements, whether oral or written. The
terms of this Agreement will supersede the terms of any purchase order
issued by PeoplePC. Any modifications of this Agreement must be in writing
and signed by an authorized representative of each party.
This Agreement will be effective as of the date of the last signature by the
authorized parties below.
"PeoplePC" "Ingram"
By: /s/ Nick Grouf By: /s/ Mark Mahoney
------------------------------ ------------------------------
(Officer of the Company) (Officer of the Company)
Name: NICK GROUF Name: MARK MAHONEY
---------------------------- ----------------------------
(Please print or type) (Please print or type)
Title: CEO Title: General Manager
--------------------------- ---------------------------
Date: 7/29/99 Date: 8/1/99
---------------------------- ----------------------------
________________________________________________________________________________
Page 8
Confidential
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
Exhibit A
Volume and Service Level Commitments and Fee Schedule
1. VOLUME AND FORECAST COMMITMENT
In consideration for Ingram providing Products in accordance with the terms
of this Agreement, PeoplePC agrees to make net purchases from Ingram in
accordance with PeoplePC's rolling thirteen-week forecast ("Forecast") as
specified herein subject to any additional Vendor restrictions and
requirements. PeoplePC's initial Forecast is incorporated herein as Exhibit
E hereto. PeoplePC shall provide Ingram with weekly written updates to the
Forecast, which shall include PeoplePC's estimated requirements for the
thirteenth week from the Forecast date. Any downward revisions in
PeoplePC's Forecast for weeks included in the previous Forecasts will not
relieve PeoplePC of its obligation to purchase the originally Forecast
quantities, but only to the extent that Ingram has actually ordered such
originally Forecast quantities and Ingram, after using commercially
reasonable efforts, is not able to cancel or defer such orders. Ingram will
rely on PeoplePC's Forecasts when ordering Product to fulfill PeoplePC's
anticipated orders. PeoplePC's Forecasts shall include estimated quantities
by region for use by Ingram in performing inventory management. Ingram
reserves the right to revise PeoplePC's System pricing upon written
notification if PeoplePC's total net purchases fall below fifty percent
(50%) of PeoplePC's Forecast.
2. INVENTORY MANAGEMENT
Ingram will obtain a sufficient supply of Product to fulfill PeoplePC's
Forecast. In the event Ingram does not have a sufficient supply of a
particular System in stock to fill PeoplePC's orders, Ingram reserves the
right to substitute another System identified in Exhibit B. In the event
Ingram becomes aware of any anticipated shortages in material supply that
may affect Ingram's ability to supply Product in accordance with PeoplePC's
forecast, Ingram will make its best efforts to promptly notify PeoplePC of
such anticipated shortages. Ingram will assign special SKUs for the Systems
purchased by Ingram to fulfill PeoplePC's Forecast and PeoplePC's orders
will have priority over other Ingram customer orders for those Systems.
3. ORDER SHIPMENT COMMITMENT
3.1 Ingram will use its best efforts to ship Products within five (5)
business days of receipt by Ingram of PeoplePC's order. All orders
properly transmitted and received after 2 p.m. Eastern Time, Monday
through Friday will be considered received on the day following the
date the order was transmitted to Ingram.
3.2 If PeoplePC's actual orders in any single week exceed one hundred
twenty percent (120%) of the Forecast quantity, Ingram reserves the
right to revoke the five (5) day shipment obligation for orders in
excess of one hundred twenty percent (120%) of the Forecast. PeoplePC
shall provide Ingram with a minimum of three (3) weeks written notice
prior to placing orders which will cause the total of all orders from
PeoplePC to exceed one hundred twenty percent (120%) of the forecasted
volume.
________________________________________________________________________________
Page 9
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT B
PeoplePC Pricing
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Components Toshiba HP Pavillion Compaq
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Processor/Speed Chip Intel 366 Celeron AMD K6-2 400MHZ AMD K6-2 380MHZ
----------------------------------------------------------------------------------------------------------------------
Case Configuration Minitower Minitower Minitower
----------------------------------------------------------------------------------------------------------------------
Memory 64mb 64mb 64mb
----------------------------------------------------------------------------------------------------------------------
Hard Drive 6.0gb 6.4gb 8.0gb
----------------------------------------------------------------------------------------------------------------------
Floppy Drive Yes Yes Yes
----------------------------------------------------------------------------------------------------------------------
CD-ROM 40x 32x 32x
----------------------------------------------------------------------------------------------------------------------
Sound Card On Board Sound Yes Yes
----------------------------------------------------------------------------------------------------------------------
Video Card 8mb 4mb 8mb
----------------------------------------------------------------------------------------------------------------------
Speakers N/A Yes Yes
----------------------------------------------------------------------------------------------------------------------
Fax Modem V.90 data/fax data/fax V.90 data/fax
----------------------------------------------------------------------------------------------------------------------
Operating System Win 98 Win 98 Win 98
----------------------------------------------------------------------------------------------------------------------
Software MS Works MS Works MS Works
----------------------------------------------------------------------------------------------------------------------
Mouse 2 button 2 button 2 button
----------------------------------------------------------------------------------------------------------------------
Keyboard 104 Key 104 Key 104 Key
----------------------------------------------------------------------------------------------------------------------
Warranty 1 year depot 1 yr parts only 1 yr parts only
----------------------------------------------------------------------------------------------------------------------
Monitor 15" 15" 15"
----------------------------------------------------------------------------------------------------------------------
Logo 1x1 Yes Yes Yes
----------------------------------------------------------------------------------------------------------------------
Custom color bezel Yes Yes Logo - yes / Color Bezel TBD
----------------------------------------------------------------------------------------------------------------------
Load of Image Yes Yes Yes
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Toshiba PeoplePC Cost Freight
----------------------------------------------------------------------------------------------------------------------
Net 5 [*] UPS Ground [*]
----------------------------------------------------------------------------------------------------------------------
UPS Blue [*]
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
HP Pavillion PeoplePC Cost UPS Red [*]
----------------------------------------------------------------------------------------------------------------------
Net 5 [*] Fed Ex 2 day [*]
----------------------------------------------------------------------------------------------------------------------
Fed Ex Standard [*]
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Compaq PeoplePC Cost Fed Ex Priority [*]
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Net 5 [*]
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Returns* Servicenet Warranty
----------------------------------------------------------------------------------------------------------------------
[*] [*] per unit
----------------------------------------------------------------------------------------------------------------------
*excludes openbox & DOA
----------------------------------------------------------------------------------------------------------------------
</TABLE>
________________________________________________________________________________
Page 10
Confidential
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT C
DOCUMENTATION REQUIREMENTS FOR DEBITS
Short Shipment/Mis-Shipment/Lost Shipment Returns
----------------------------------------- -------
Invoice number Ingram return authorization (RMA #)
Invoice date Ingram part number(s)
Ingram part number(s) Product description
Product description Quantity per unit
Quantity short (per sku) Price per unit
Extended total Extended total
Pricing Freight
------- -------
Invoice number Invoice number
Invoice date Invoice date
Ingram part number(s) Extended amount
Product description Comprehensive explanation for non-
Bill price vs. PO price (per sku) payment
Extended total
Return Discrepancies
--------------------
Ingram return authorization (RMA #)
Ingram part number(s)
Product description
Quantity per unit
Price per unit
Extended total
Proof of Delivery
Shipper
Tracking Information
________________________________________________________________________________
Page 11
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT D
---------
INGRAM MICRO STANDARD RETURN GUIDELINES
---------------------------------------
Return guidelines:
1. PeoplePC's account must be current and in good standing.
2. An RMA number must be obtained from Ingram's Customer Service Department
prior to shipping. PeoplePC will furnish Ingram with account name, account
number, Ingram part number and Product description.
3. RMA numbers for domestic returns are valid thirty (30) days from issuance.
4. Stock balance Product must be in Resalable Condition (without price tags,
clean, unopened, undamaged, unused and complete) and be in the
manufacturer's original packaging. Credit will be issued for cost of
Product in the amount of PeoplePC's most recent purchase or the current
price, whichever is lower, and can be applied toward future purchases.
5. Product will be shipped freight-prepaid.
6. Shipping labels must be used on the cartons being returned. The RMA number
must be written on the shipping label and the label placed on the carton.
Addresses or RMA numbers must not be written on the outside of
manufacturer's boxes.
7. Multiple RMA numbers cannot be combined in one container. Defective and
stock balance returns must be shipped separately. All price labels must be
removed before shipping.
8. PeoplePC must provide Ingram with a purchase order number and pay return
freight for Product sent to, but not approved for return by, Ingram.
9. PeoplePC agrees to reverse any debits for unauthorized returns within ten
(10) days of notification from Ingram.
________________________________________________________________________________
Page 12
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT E
PeoplePC Forecast
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
Week Date West Central East Total Systems Cumulative
Systems
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 19-Jul [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
2 26-Jul [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
3 2-Aug [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
4 9-Aug [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
5 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
6 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
7 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
8 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
9 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
10 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
11 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
12 [*] [*] [*] [*] [*] [*]
----------------------------------------------------------------------------
13 [*] [*] [*] [*] [*] [*]
------ ------ ------ -------
----------------------------------------------------------------------------
Total [*] [*] [*] [*]
----------------------------------------------------------------------------
</TABLE>
________________________________________________________________________________
Page 13
Confidential
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT F
Sales Terms and Conditions (as of July 19, 1999)
Ingram Micro Inc. ("Seller") agrees to supply and Purchaser agrees to purchase
products described in Seller's current comprehensive product listing, including
products which have been configured to Purchaser's specifications ("Configured
Products"), subject to these terms and conditions, which shall supersede any
terms and conditions on any purchase order form submitted to Seller by
Purchaser. All products, including Configured Products, are hereinafter referred
to as "Product" or "Products". These terms and conditions shall apply to all
Products purchased by Purchaser from Seller for delivery to an address (other
than a freight forwarder's address) within the United States, excluding its
Territories. Unbranded products purchased from Frameworks(TM) Total Integration
Services ("Frameworks(TM)") are not subject to these terms and conditions but
shall be subject to the Frameworks(TM) Sales Terms and Conditions.
1. SHIPMENT AND DELIVERY
Delivery will be made F.O.B. origin, freight paid in accordance with Seller's
standard freight policy in effect at the time of shipment. Seller will comply
with all reasonable shipping and handling instructions received prior to
shipment. In the event Purchaser requests shipment not in accordance with
Seller's Standard Freight Policy, Purchaser will bear the cost of all freight
and handling. Seller may charge, and Purchaser shall pay, a special handling fee
for any shipment less than $300 in value. COD fees may also apply.
Purchaser shall examine all Products promptly upon receipt thereof. No later
than thirty (30) days after receipt, Purchaser shall notify Seller of all
claimed shortages or damaged Products or if rejection is intended, shall specify
all grounds therefor. Failure to give such notice shall be deemed an acceptance
of the Products as of the date of shipment.
2. CREDIT AND PAYMENT TERMS
Purchaser shall furnish to Seller all financial information reasonably requested
by Seller from time to time for the purpose of establishing or continuing
Purchaser's credit limit, it being understood that Seller shall have the right
to decline to extend credit to Purchaser and to require that the applicable
purchase price be paid prior to shipment. Seller shall have the right from time
to time, without notice, to change or revoke Purchaser's credit limit on the
basis of changes in Seller's credit policies or Purchaser's financial condition
and/or payment record.
Payment terms for each shipment of Products shall be as stated on Seller's
invoice. A service charge of the lesser of one and one-half percent (1 1/2%) per
month or the maximum amount allowed by law will be charged on all past due
balances to defray Seller's costs of carrying such balance. Credit cards
(MasterCard, VISA and Discover Card) will only be accepted at the time of order
or purchase. Payment for all other orders must be made in accordance with the
terms in effect at the time the order was placed. Seller will not accept money
orders or travelers checks as payment unless they are made out in the exact
amount of an outstanding invoice. Payment of an invoice through multiple money
orders or travelers checks will not be accepted.
In the event Purchaser fails to make timely payment of any amount invoiced
hereunder, Seller shall have the right, in addition to any and all other rights
and remedies available to Seller, at law or in equity, to immediately revoke any
or all credit extended, to delay or cancel future deliveries and/or to reduce or
cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay
all costs of collection, including reasonable attorneys' fees.
________________________________________________________________________________
Page 14
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT F (continued)
Any obligation of Seller under these terms and conditions to deliver Products on
credit terms shall terminate without notice if Purchaser files a voluntary
petition under a bankruptcy statute, or makes an assignment for the benefit of
creditors, or if an involuntary petition under a bankruptcy statute is filed
against Purchaser, or if a receiver or trustee is appointed to take possession
of the assets of Purchaser.
3. TAXES
Purchaser shall bear applicable federal, state, municipal, and other government
taxes (such as sales, use, etc.). Unless otherwise specified, list prices do not
include such expenses, and they will appear, if applicable, as separate,
additional items on the invoice. Exemption certificates, valid in the place of
delivery, must be presented to Seller prior to shipment if they are to be
honored.
4. WARRANTY
Product warranties, if any, are provided by the manufacturer or publisher of the
Products. Seller makes no warranties whatsoever. Seller's sole obligation (and
Purchaser's sole remedy) in the event of breach of any warranty shall be the
repair or replacement of defective Products.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF
ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. SELLER
DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY
PARTICULAR PURPOSE. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN
THOSE SPECIFICALLY SET FORTH HEREIN.
5. STOCK BALANCING
Purchaser must obtain a valid Return Material Authorization ("RMA") number from
Seller for all returns. Seller may grant Purchaser a RMA for Products purchased
from Seller within one hundred fifty (150) days of invoice date for credit
against future purchases by Purchaser; provided that the total purchase price of
all such returns shall not exceed fifteen percent (15%) of all purchases during
the ninety (90) days preceding the request to return the Products. All Products
returned must be in the manufacturer's original packaging and in resalable
condition (including, but not limited to, without price tags, clean, undamaged,
unused, unopened and complete). Notwithstanding anything to the contrary, Seller
reserves the right not to authorize the return of Products which are: (i) no
longer in production; (ii) being produced or published by a manufacturer or
publisher which is insolvent, has declared bankruptcy, or will not accept
returns from Seller; or (iii) subject to more restrictive stock balancing
policies issued by the Product's manufacturer or publisher. Purchaser shall pay
all costs and bear all risks of loss when returning Products to Seller.
Configured Products may not be stock balanced.
6. DEFECTIVE RETURNS
Purchaser must obtain a valid Return Material Authorization ("RMA") number from
Seller for all returns. Subject to the manufacturer's or publisher's warranty
requirements and restrictions, Seller may grant Purchaser a RMA for defective
Products purchased from Seller for replacement
________________________________________________________________________________
Page 15
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT F (continued)
or credit against future purchases by Purchaser. All defective Products except
for Configured Products, mass storage and branded memory Products must be
returned to Seller within ninety (90) days of invoice date. Defective Configured
Products, mass storage and branded memory Products must be returned to Seller
within thirty (30) days of invoice date. Seller may return to Purchaser, at
Purchaser's expense, any Products found not to be defective. Seller reserves the
right to require Purchaser to return defective Products directly to the
Products' manufacturer or publisher for replacement according to the
manufacturer's or publisher's defective Products return policy.
Seller shall not be obligated to repair or replace Products rendered defective,
in whole or in part, by causes external to the Products, including, but not
limited to, catastrophe, power failure or transients, overvoltage on interface,
environment extremes, improper use, maintenance and application of the Products
or use of unauthorized parts.
7. PATENT AND TRADEMARK INDEMNITY
SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PURCHASER FROM
AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE
INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY
PRODUCTS.
NOTWITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE CONTRARY, SELLER'S
LIABILITY UNDER THIS SECTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE
INFRINGING PRODUCT.
8. LIMITATION OF LIABILITY
SELLER SHALL NOT BE LIABLE TO PURCHASER, PURCHASER'S CUSTOMERS, OR ANY OTHER
PARTY FOR ANY LOSS, DAMAGE, OR INJURY WHICH RESULTS FROM THE USE OR APPLICATION
BY PURCHASER, PURCHASER'S CUSTOMER, OR ANY OTHER PARTY OF, PRODUCTS DELIVERED TO
PURCHASER, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY
TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF SELLER. IN NO EVENT SHALL SELLER BE
LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND
OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR
ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR
NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY SELLER, ITS EMPLOYEES, AGENTS
OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS ACTUALLY
DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL SELLER BE
LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED
PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH SELLER'S
BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND
CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF
ANY PRODUCTS SELLER SHALL PROVIDE HEREUNDER, EVEN
________________________________________________________________________________
Page 16
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT F (continued)
IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER
HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL
SELLER HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION, MEDICAL,
LIFESAVING, LIFE SUSTAINING OR NUCLEAR APPLICATIONS.
9. RESALE ONLY
All Products delivered to Purchaser hereunder are for resale only.
10. COMPLIANCE WITH U.S. EXPORT LAWS
The Products are sold to Purchaser for resale only in the United States,
excluding its Territories. In the event Purchaser delivers the Products to a
customer who may use the Products outside the United States, Purchaser
acknowledges, and shall advise its customer that the Products are controlled for
export by the U.S. Department of Commerce and that the Products may require
authorization prior to export from the United States or re-export. Purchaser
agrees that it will not export, re-export, or otherwise distribute Products, or
direct products thereof, in violation of any export control laws or regulations
of the United States. Purchaser warrants that it will not export or re-export
any Products with knowledge that they will be used in the design, development,
production, or use of chemical, biological, nuclear, or ballistic weapons, or in
a facility engaged in such activities, unless Purchaser has obtained prior
approval from the Department of Commerce. Purchaser further warrants that it
will not export or re-export, directly or indirectly, any Products to embargoed
countries, including, but not limited to, Cuba, Libya, North Korea, Iran, Iraq,
Sudan and Syria. Diversion of Products contrary to U.S. law is prohibited.
11. MANUFACTURER AND PUBLISHER RESTRICTIONS
All Products delivered to Purchaser hereunder may have additional restrictions
on their use required by the manufacturer or publisher. Purchaser is solely
responsible for ensuring its adherence to any and all such restrictions or
requirements.
12. CALIFORNIA LAW
These terms and conditions (and any agreement into which they are incorporated)
shall be interpreted in accordance with and governed by the laws of the State of
California and Seller and Purchaser hereby consent to the jurisdiction of the
California courts.
13. NOTICES
All notices, requests, demands and other communications called for or
contemplated hereunder shall be in writing and shall be deemed to have been duly
given when delivered or two (2) days after mailing by U.S. certified or
registered first-class mail, prepaid, and addressed to the parties at their
principal place of business or at such other addresses as the parties may
designate by written notice.
________________________________________________________________________________
Page 17
Confidential
<PAGE>
Ingram Micro Inc. Resale Agreement
--------------------------------------------------------------------------------
EXHIBIT F (continued)
14. ASSIGNMENT
Purchaser shall not assign any order or any interest therein without the prior
written consent of Seller. Any such actual or attempted assignment without
Seller's written consent shall entitle Seller to cancel such order upon written
notice to Purchaser.
15. SEVERABILITY
A judicial determination that any provision hereunder is invalid in whole or in
part shall not affect the enforceability of those provisions not found to be
invalid.
16. CAPTIONS
The captions used herein are for reference purposes only and shall have no
effect upon the construction or interpretation of any provisions herein.
17. GENERAL
These terms and conditions may be amended from time to time, without notice and
at Seller's sole discretion. Please consult the Ingram website at
www.ingrammicro.com for the most current version of these teams and conditions.
*Sales terms and conditions are subject to change.
________________________________________________________________________________
Page 18
Confidential
