<PAGE>
EXHIBIT 10.12
AMENDED AND RESTATED
PRODUCT SUPPLY AGREEMENT
This Amended and Restated Product Supply Agreement (this "Agreement") is
effective as of October 1, 1999, between X10 Ltd., a Bermuda corporation
("Supplier"), and X10 Wireless Technology, Inc., a Delaware corporation
("Purchaser").
RECITALS
A. Supplier is in the business of manufacturing and selling home and
small office networking products;
B. Purchaser is in the business of designing, developing, marketing,
selling and distributing broadband wireless- and powerline-based home and small
office networking products;
C. Supplier and Purchaser have previously entered into that certain
Product Supply Agreement (the "Original Agreement") dated and effective as of
October 1, 1999, pursuant to which Purchaser provided purchase orders to
Supplier for broadband wireless- and powerline-based home and small office
networking products to be manufactured by Supplier and sold to Purchaser for
resale to customers;
D. The Original Agreement did not adequately set forth the entire
understanding between the parties with respect to the manufacture and delivery
of products under the Original Agreement and with respect to certain other terms
incidental thereto; and
E. The parties now wish to amend and restate the Original Agreement in
order to clarify and memorialize the correct understanding of the parties with
respect to the manufacture and delivery of the products under the Original
Agreement and to further describe the obligations and existing practices of the
parties in connection therewith;
AGREEMENT
Now, therefore, in consideration of the foregoing, the mutual promises
contained herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Products. Supplier agrees to manufacture, at the direction of
Purchaser, all wireless-, telephone-, infrared- and powerline-based home and
small office networking products currently manufactured by Supplier, together
with any and all future additions, modifications, changes, improvements and
replacements to such products and any new products developed by Supplier or
Purchaser (the "Products"). The Products, as they presently exist, are listed
on Exhibit A attached hereto.
2. Product Delivery Requests. Purchaser shall provide Supplier with
product delivery requests specifying each Product to be ordered, the quantity
requested and the required
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date of receipt at Purchaser's designated warehouse(s) (each, a "Product
Delivery Request"). Upon receipt of each Product Delivery Request, Supplier
shall have ten (10) days to notify Purchaser of its acceptance or rejection of
such Product Delivery Request. The Product Delivery Request shall be deemed
accepted by Supplier if Supplier does not notify Purchaser of its rejection
within such ten (10) day period. Notwithstanding the foregoing, Supplier may
only reject a Product Delivery Request if it is unable to obtain the components
necessary to manufacture the Products subject to the Product Delivery Request in
a timely manner after using its best efforts to do so. At the time of
acceptance, Supplier shall notify Purchaser whether it will meet the delivery
schedule set forth in the Product Delivery Request using sea freight. If it is
unable to meet the delivery schedule using sea freight, then Purchaser may by
notice to Supplier elect either to cancel the Product Delivery Request or
proceed with the Product Delivery Request on the condition that Purchaser shall
be responsible for all additional costs of shipment by air freight. If Supplier
accepts the Product Delivery Request and cannot subsequently meet the agreed
delivery timetable using sea freight, any additional costs of shipment by air
freight shall be borne by Supplier.
3. Purchase Orders. Supplier shall sell the Products to Purchaser in
accordance with all of the terms, conditions and specifications contained in
orders received by Supplier from Purchaser from time to time, if such terms,
conditions and specifications are accepted by Supplier, which acceptance shall
not be unreasonably withheld. Each order from Purchaser will be submitted by
written or electronic purchase order specifying the quantity of each Product
being ordered (each, a "Purchase Order"). Each Purchase Order is subject to and
limited by the terms and conditions set forth in Purchaser's standard purchase
order, a copy of which is attached hereto as Exhibit B, as such purchase order
may be amended from time to time by Purchaser (the "Standard Purchase Order")
with the consent of Supplier, which consent shall not be unreasonably withheld.
If any Purchase Order is delivered to Supplier by Purchaser which does not
contain the terms and conditions set forth in the Standard Purchase Order, or
which contains terms and conditions that conflict with those set forth in the
Standard Purchase Order, such Purchase Order shall be deemed to contain the
terms and conditions set forth in the Standard Purchase Order. Purchaser shall
not be required to order or purchase any specific quantity of any Product.
PURCHASER HEREBY OBJECTS TO ANY TERMS IN ANY PURCHASE ORDER OR ACCEPTANCE FORMS
OR ANY OTHER DOCUMENTS TRANSMITTED ON BEHALF OF SUPPLIER THAT CONFLICT WITH OR
ARE NOT CONTAINED IN THE TERMS OF THE STANDARD PURCHASE ORDER, UNLESS THE
WRITTEN CONSENT OF PURCHASER IS FIRST OBTAINED.
4. Most Favored Purchaser. As between Product Delivery Requests and
Purchase Orders placed by Purchaser and those placed by Supplier's other
customers, Purchaser's Product Delivery Requests and Purchase Orders shall take
priority over those of Supplier's other customers, to the extent such priority
is necessary in order for Supplier to accept and meet the terms set forth in
such documents including, without limitation, each delivery schedule.
5. Pricing and Payment Terms; Audit.
a. The prices for existing Products shall be as set forth in each
Purchase Order, and shall be the actual cost to produce the Products as mutually
agreed upon by Purchaser
2.
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and Supplier in a separate written confirmation on at least an annual basis. The
prices for new Products shall be determined by agreement of the parties prior to
the submission of any Purchase Order for such Products. For purposes of this
Agreement, "costs" of production consist of:
(i) the actual costs paid by Supplier to purchase raw materials
used in the Products;
(ii) factory overhead, including labor costs;
(iii) incoming freight for raw materials; and
(iv) consumables, including, without limitation, tools, solder and
other items incident to the manufacturing of the Products.
Notwithstanding the foregoing, Supplier shall not, in any 12-month period,
increase the price at which it sells the Products to Purchaser in excess of the
annual Consumer Price Index rate in the United States during such 12-month
period.
b. Payment shall be due net 120 days from delivery by Supplier of
the Products subject to each Product Delivery Request to the F.O.B. shipping
point. Purchaser shall be responsible for all sales, use, excise and/or transfer
taxes and other charges payable in connection with the sale of the Products to
Purchaser.
c. Within ninety (90) days after the end of each calendar year,
Supplier shall provide Purchaser an annual audited statement prepared by an
internationally-recognized auditor, agreeable to both parties, that documents
the aggregate costs of all Products sold to Purchaser during the entire year
ended December 31. Purchaser shall bear the costs of such audit. If these
costs are more than 2% lower than the actual costs invoiced to Purchaser,
Supplier shall refund the difference to Purchaser within thirty (30) days of
providing such audited statement. If these costs are more than 2% greater than
the actual costs invoiced to Purchaser, Purchaser shall pay the difference to
Supplier.
6. Product Delivery. Upon receipt of a Product Delivery Request, and in
no event later than the delivery date set forth therein, Supplier shall deliver
manufactured Products to the F.O.B. shipping point for delivery to fulfillment
locations designated by Purchaser for warehousing and holding on consignment at
such fulfillment locations pending sale to Purchaser and sale and delivery
directly to Purchaser's customers. Purchaser shall be responsible for
identifying the applicable laws and regulations associated with importing the
Products into the United States (or any other country into which the Products
are imported) and communicating such requirements to Supplier, and Supplier
shall be responsible to complying with such laws and regulations as are
communicated by Purchaser. Except as provided in this Agreement, Purchaser shall
also be responsible for payment of all customs duties and freight costs for
shipment of the Products from Supplier to Purchaser's designated fulfillment
locations. In the event this Agreement is terminated for any reason, Supplier
shall reimburse Purchaser, within thirty (30) days after the effective date of
the termination, for any customs duties and/or freight costs incurred by
Purchaser in connection with Products for which Purchaser did not submit a
Purchaser Order prior to the effective date of the termination. Title and risk
of loss with respect to the Products shall remain with Supplier until
transferred pursuant to Section 7 of this Agreement.
3.
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7. Passage of Title; Protection of Purchaser's Interest. Prior to July
1, 2000, title to and risk of loss of Products subject to a Product Delivery
Request shall pass from Supplier to Purchaser upon Supplier's receipt of a
Purchase Order for such Products from Purchaser. On and after July 1, 2000,
title to and risk of loss of Products subject to a Product Delivery Request
shall pass from Supplier to Purchaser upon the earlier of (i) Supplier's receipt
of a Purchase Order for such Products from Purchaser, or (ii) payment by
Purchaser of the full purchase price for such Products. Purchaser shall be
entitled to file any financing statements and other documents necessary to
protect Purchaser's interest in any Products subject to outstanding Purchase
Orders, and Supplier agrees to cooperate in any manner necessary to effectuate
such filings.
8. Returns; Defective Products. Supplier shall accept all returns of
Products supplied under this Agreement and returned by Purchaser's customer(s)
to Supplier, Purchaser or Purchaser's warehousing and fulfillment agent.
Supplier shall replace each returned Product that breaches the warranties set
forth in Section 9 or is otherwise defective.
9. Warranties of Supplier. Supplier represents and warrants that:
a. All of the Products sold to Purchaser hereunder are in good
operating condition, were manufactured in a workmanlike manner in accordance
with prevailing professional standards, are fit and safe for the use for which
they were intended, and said Products and the resale thereof by Purchaser do not
and will not violate any laws, regulations, orders or ordinances of the country
of origin of the Products or any federal laws of the United States or any rules
or regulations of any agency of the United States or any other country in which
the Products may be sold.
b. Supplier shall replace any products that are proved to be
defective free of charge. Purchaser shall be responsible for all shipping costs
to and from Purchaser's customer.
c. Supplier shall obtain and maintain during the term of this
Agreement a policy of product liability insurance in an amount not less than $5
million per claim. Such insurance policy shall be issued by an insurance
company acceptable to Purchaser and shall name Purchaser as an additional
insured.
d. The Products will meet Purchaser's specifications as set forth in
each Product Delivery Request and will be free of patent and latent defects.
e. In the event of a breach of this Agreement by Supplier, Seller
shall be entitled to set-off any amounts owed by Seller hereunder against losses
incurred by Seller arising out of Supplier's breach of this Agreement.
10. Indemnity.
a. Indemnification. Each party (the "Indemnifying Party") shall
defend, indemnify and hold the other party and its officers, directors, agents,
customers and sublicensees harmless from and against any loss, damage, injury,
liability, claims, causes of action or other expense, including reasonable
attorneys' fees involved in the defense of any such action, that the
4.
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other party may suffer arising out of or resulting from such Indemnifying
Party's services performed pursuant to this Agreement including, without
limitation, (i) any claim based on the negligence, or willful misconduct of the
indemnifying party or any of such Indemnifying Party's affiliates; and (ii) any
breach of the representations and warranties in Section 9 of this Agreement.
b. Indemnification Procedure. In the event the Indemnifying Party
is obligated to indemnify the other Party (the "Indemnified Party") under this
Agreement, the Indemnified Party will, as soon as is reasonably practicable, (i)
provide the Indemnifying Party with prompt written notice of any claim for which
indemnification is required, (ii) tender the defense of any such claim to the
Indemnifying Party, (iii) provide full cooperation for such defense at the
Indemnifying Party's expense, and (iv) not settle without the Indemnifying
Party's prior written approval, not to be unreasonably withheld. Notwithstanding
the foregoing, failure to give prompt notice as required by this Section 10.b
shall not preclude any claim for indemnification unless such failure has the
effect of prejudicing the rights of the Indemnifying Party with respect to such
claim. The Indemnified Party may participate in any such defense or settlement
with counsel of its own choosing at its expense.
11. Limitation of Liability. In no event will Supplier be liable for any
consequential, indirect, exemplary, special or incidental damages including,
without limitation, any lost profits, arising from or relating to this
Agreement. Supplier's total cumulative liability in connection with this
Agreement, whether in contract, tort or otherwise, will not exceed the amount of
fees actually paid to Supplier hereunder.
12. Confidentiality.
a. Confidential Information. "Confidential Information" shall
consist of all information and materials clearly identified in writing as
Confidential Information including, without limitation, formulas, methods, know
how, processes, designs, new products and the terms and pricing under this
Agreement.
b. Confidentiality Obligations. Supplier agrees not to use or
disclose any Confidential Information of Purchaser, except as may be necessary
to (i) third parties who have a specific need to know in order to facilitate the
design, development and manufacture of prototypes and products, who agree in
writing, to hold such information in confidence, or (ii) employees of Supplier
who have a specific need to know in order to fulfill the terms of this Agreement
and who agree, in writing, to hold all such information in confidence. Further,
Supplier agrees not to disclose any Confidential Information of Purchaser to any
third party, including affiliates of Supplier, without the prior express written
permission of Purchaser. These confidentiality provisions of this Section 12
shall not apply to any information that is or becomes generally available to the
public through no fault of the party seeking to disclose the information, or any
information properly obtained from a completely independent source under no
obligation of confidentiality. The confidentiality provisions of this Section
12 shall also not apply to prohibit disclosure of Confidential Information (x)
as required by applicable disclosure laws; or (y) in connection with a court
order requiring disclosure, in which case Supplier must provide immediate notice
of such order to Purchaser and cooperate in any attempt to quash such order.
5.
<PAGE>
13. Term and Termination.
a. Term. The term of this Agreement (the "Term") shall commence on
the effective date hereof and continue in effect until December 31, 2019.
Thereafter, the Term shall be renewed automatically for subsequent five-year
terms unless terminated by Purchaser by written notice to Supplier at least
ninety (90) days prior to the expiration of the preceding term or as otherwise
provided herein.
b. Termination. This Agreement may be terminated by either party
upon breach of any material obligation or condition hereof by the other,
effective thirty (30) days after giving written notice to the other of such
termination specifying such breach; provided, however, that if the default or
breach is cured or shown not to exist within such period, the notice shall be
deemed withdrawn and of no effect; provided, further, that this Agreement may be
terminated immediately by Purchaser upon breach of the confidentiality
obligations in Section 11 hereof by Supplier. The right to terminate hereunder
is not exclusive and may be exercised in conjunction with or in addition to any
other right or remedy such party might have, at law or equity.
14. Continuing Obligations. Upon Purchaser's termination of this
Agreement for any reason, Purchaser shall be obligated to purchase all Products
relating to any work in process, orders in production or Products in the
possession of Supplier which have been manufactured by Supplier pursuant to a
Purchase Order delivered prior to the effective date of the termination. Except
as provided in this Section, Purchaser shall have no further obligation to
purchase any Products after the date of termination. The provisions of this
section and Sections 5 ("Pricing and Payment Terms; Audit"), 8 ("Returns;
Defective Products"), 9 ("Warranties of Supplier"), 10 ("Indemnity"), 12
("Confidentiality"), 20 ("Waiver"), 21 ("Governing Law"), 22 ("Severability")
and 23 ("Attorneys' Fees") shall survive termination or expiration of this
Agreement for any reason.
15. Force Majeure. No failure or omission by either party in the
performance of any obligation hereunder shall be deemed a breach of this
Agreement, nor create any liability if same shall arise from acts of God, acts
of war, condemnation, appropriation, governmental regulations or orders, floods,
the elements, fire, explosions and other casualties, transportation delays,
embargo, or any other occurrences beyond the reasonable control of such party
("Force Majeure"). Each party agrees to promptly notify the other party of any
of the foregoing occurrences and the non-performing party shall be excused from
performance, to the extent it relates to the Force Majeure, so long as such
conditions prevail, provided, however, that if the non-performing party remains
unable to perform for a continuous period of ninety (90) days, the other party
may terminate this Agreement on ten (10) days written notice to the non-
performing party.
16. Relationship of Parties. The relationship between Supplier and
Purchaser is and during the term of this Agreement shall be solely that of
independent contractors. Supplier will not have, and will not represent that it
has, any power, right or authority to bind Purchaser, or to assume or create any
obligation or responsibility express or implied, on behalf of Purchaser or in
Purchaser's name, except as herein expressly provided. Nothing stated in this
Agreement shall be construed as making partners of Supplier and Purchaser, nor
as creating any agency, employment or franchise relationship between the
parties.
6.
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17. Assignment. Neither Supplier nor Purchaser may assign, encumber or in
any way transfer or delegate any interest, right or duty under this Agreement
without prior written consent of Purchaser.
18. Notices. All notices or other communications hereunder shall be in
writing and shall be made by hand delivery, internationally-recognized overnight
courier, electronic mail, or registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
X10 Wireless
Technology, Inc.: X10 Wireless Technology, Inc.
15200 52nd Avenue South
Seattle, WA 98188-2335
Attn: President
e-mail: [email protected]
X10 Ltd.: X10 Ltd.
Room 1103-4,
Hilder Center
2 Sung Ping Street
Hunghom, Kowloon,
Hong Kong
e-mail: [email protected]
or at such other address as shall be furnished by any of the parties by like
notice, and such notice or communication shall be deemed to have been given or
made as of the date so delivered, if delivered personally, one (1) day after
deposit with an internationally-recognized overnight courier and three (3)
calendar days after so mailed, if sent by registered or certified mail.
19. Entire Agreement. This Agreement, together with all the Purchase
Orders, constitutes the entire agreement between the parties, and supersedes all
prior arrangements and negotiations between the parties. This Agreement may be
modified or amended only by mutual written consent of the parties; provided,
however, that after the effective date of the Purchaser's first firm commitment
underwritten public offering of its securities registered under the Securities
Act of 1933, as amended, any such modification or amendment shall be effective
only if it is approved by a majority of the directors serving on the Audit
Committee of the Board of Directors of Purchaser.
20. Waiver. Failure by either party to enforce at any time any term or
condition under this Agreement shall not be a waiver of the right to act on the
failure of such term or condition and shall not impair or waive that party's
right thereafter to enforce each and every term and condition of this Agreement.
21. Governing Law. This Agreement will be governed and construed in
accordance with the laws of the State of Washington as applied to transactions
taking place wholly within Washington between Washington residents. The parties
hereby expressly consent to the exclusive personal jurisdiction of and venue in
the state and federal courts located in King County, Washington. Notwithstanding
the foregoing, however, Purchaser may bring an action
7.
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for injunctive or equitable relief in any jurisdiction it deems reasonably
necessary to protect its proprietary rights. This Agreement shall not be subject
to or governed by the United Nations Convention on Contracts for the
International Sale of Goods, which is specifically disclaimed by the parties.
22. Severability. If any portion of this Agreement shall be held invalid
or inoperative, then, so far as is reasonable and possible, the remainder of
this Agreement shall be considered valid and operative, and effect shall be
given to the intent manifested by the portion held invalid or inoperative.
23. Attorneys' Fees. The substantially prevailing party in any action
between the parties which is based on this Agreement or any document related
hereto shall have its reasonable attorneys' fees and other costs incurred in
such action or proceeding including any incurred for pre-suit, trial,
arbitration, post-judgment and appeal, paid by the other party.
24. Waiver of Conflicts. Each party to this Agreement acknowledges that
Cooley Godward LLP ("Cooley Godward"), outside general counsel to the Purchaser,
represents only the Purchaser with respect to the matters contained in this
Agreement and does not represent Supplier in connection herewith. Supplier
understands that and agrees that it should not rely upon the advice of Cooley
Godward with respect to the matters contained herein, and that it has had
adequate opportunity to obtain the advice of independent legal counsel with
respect to the matters contained in this Agreement.
In Witness Whereof, the parties hereby execute this Amended and Restated
Product Supply Agreement as of the date set forth below.
X10 Ltd., a Bermuda corporation X10 Wireless Technology, Inc., a
Delaware corporation
By: /s/ George Stevenson By: /s/ Wade Pfeiffer
--------------------------------- ---------------------------------
George Stevenson, President Wade Pfeiffer, CFO
Date: August 9, 2000 Date: August 9, 2000
8.
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EXHIBIT A
Description of Products
<TABLE>
<CAPTION>
Product # Product Name
--------- ------------
<C> <S>
AK10A MP3 Audio Sender
AK11A MP3 Audio Sender + MP3 Remote
AR10A MP3 Audio Receiver
AT10A MP3 Audio Transmitter
CK17A FireCracker Interface
CK18A FireCracker
CK19A FireCracker II
CM17A Computer Interface, 310 MHz RF Transmitter, powered from serial port
CR12A Camera Scanning Remote
KR19A Keychain remote (SlimFIRE) for Home Control
KR21A Keychain remote (similar to KR19A but 4 # buttons + On/Br-Off/Dim)
KR22A Key chain remote (similar to KR19A but 4 separate ON-OFFs + Br/Dim)
MK19A Mouse Remote and Receiver Kit
MR26A MP3/Multimedia RF Receiver for use with UR51A and UR52A remotes
MS13A HawkEye Indoor Motion Sensor
MS14A EagleEye Indoor/Outdoor Motion Sensor
PHR04 Pro SlimLITE Key fob
PHR05 Pro Keychain Remote, similar to KR19A but 3 ON-OFF buttons
PHW03 Pro 3 unit + Bright/dim Wireless W.S. (for use with any X-10 RF Receiver)
PHW04D Pro HomePlate(TM)
PHW04D HomePlate(TM) Gold
PMS02 Pro HawkEye(TM) Indoor Motion Sensor
PS10A Addressable Power Supply for Video Senders (replaced by XM10A)
PT30A Power Supply for VT30A
PT30A Power Supply for VT30A
PT31A Power supply for SC16A
PT31A Power supply for SC16A
RCR17 Retail Camera Scanning Remote
RKR24 Retail SlimLITE Key fob
RLM20 Retail Mini Screw-In Lamp Module
RMS19 NITEOwl(TM) Retail Indoor/Outdoor Motion Sensor
RSC20 Retail version of SC15A-W. (WHITE)
RSS18 Retail HomePlate(TM)
RSS20 Retail HomePlate(TM) Gold
RVK35 Retail Video Sender
RVK54 Retail Scan Cam
RVR35 Retail Video Receiver + PR30A Power Supply
RVT35 Retail Video Transmitter + PT30A Power Supply
RXC15 Retail camera with 2.4 GHz transmitter built-in
RXC16 Retail b/w version Camera with 2.4 GHz transmitter built-in
</TABLE>
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<TABLE>
<CAPTION>
Product # Product Name
--------- ------------
<C> <S>
RXM15 Retail version of XM10A
RXX16 Retail XC10A camera with 2.4 GHz transmitter built-in + XM10A P.S.
RXX17 Retail XC11A b/w camera with 2.4 GHz transmitter plus power supply
SC15A Xcam Anywhere (Indoor/Outdoor) Camera with mic. (GRAY)
SC15A-W Xcam Anywhere (Indoor/Outdoor) Camera with mic. (WHITE)
SC16A Xcam Anywhere (Indoor/Outdoor) Camera with mic. (GRAY)
SC17A Xcam Anywhere (Indoor/Outdoor) Camera with mic. (WHITE)
SC18A Xcam Anywhere (Indoor/Outdoor) Camera with mic. (GRAY) new IC + XM10A
SC20A B/W Xcam Anywhere (GRAY)
SC21A B/W version of Xcam Anywhere (GRAY 60 ft. cord + XM10A)
SS13A StyleSwitch 3 unit + dim
SS15A StyleSwitch 3 unit + dim (Gold Trim)
SW10A MacroRecorder Software
SW11A Fuse Software
SW12A Boom Software
SW15A X-Ray Vision Software
SW16A Boom II Software
SW17A IR Commander software for use with UX17A
UR47A X-10 DVD 6-in-1 RF: TV, VCR, CBL, AUX, ,SAT, DVD
UR51A MP3 Remote, same as UR47A but with PC features added.
UR52A Real Media Remote, same as UR47A but with PC features added.
UX17A RF to IR A/V Blaster with plug-in power supply
VA10A USB to Video Adapter
VA23A VGA to Video Adapter
VC10A Indoor Color Camera
VC12A Indoor Color Camera with mic
VK20A Video Sender kit
VK22A Video Sender kit + UR23A
VK25A Big Picture Kit
VK30A New Video Sender kit
VK32A XCam kit. Includes VR30A, VT30A, PR30A, PT30A, VC10A
VK34A XCam Anywhere kit. Includes VR30A, VT30A, PR30A, PT30A, SC15A
VK35A DVD Anywhere kit. Includes VR30A, VT30A, PR30A, PT30A, MK19A + cable
VK36A MP3 Anywhere kit. Includes VR30A, VT30A, PR30A, PT30A, MK19A + cable
VK37A Xcam with mic Video Sender kit (VR30A, VT30A, PR30A, PT30A, VC12A)
VK38A Video Sender kit with camera, CR12A, XM10A, (qty and mix to TBT)
VK41A SC15A-W and VT30A (includes PT30A)
VK42A VK40A plus IN19A (instructions) Now VR30A + IN19A
VK43A VC10A and VT30A (includes PT30A)
VK44A SC15A-W + PT31A + 60 ft. cable
VK45A XX10A, VR30A, RCA/RCA cable, FF cable (replaced by VK48A)
VK47A UR51A MP3 Remote plus MR26A Receiver
VK48A XX10A, VR31A (mono), RCA/RCA cable, FF cable
VK49A XC10A camera + XM10A addressable PS + VR31A Video Receiver
VK50A VA10A USB Video Adapter + SW15A Xray Vision Software
</TABLE>
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<TABLE>
<CAPTION>
Product # Product Name
--------- ------------
<C> <S>
VK51A SC15A + VK30A + VK50A (VA10A + SW15A) + IN22A instructions
VK52A MP3 Anywhere 2000 kit (VK30A, VK47A, SW16A, ZC13A, IN23A
VK53A DVD Anywhere 2000 kit (VK30A, VK47A, SW16A, ZC13A, IN24A
VK55A XRay Vision: XX10A, VR30A, VA10A, SW15A, IN25A
VK56A XCam Anywhere Kit white (VK30A, SC15A-W, IN13A)
VR20A Large Video Receiver (part of VK20A and VK22A Kits)
VR30A Small Video Receiver + PR30A Power Supply (* was VK40A)
VR31A Small Video Receiver (ONE audio connector) + PR30A Power Supply
VT20A Large Video Transmitter (part of VK20A and VK22A Kits)
VT24A Large Video Transmitter (part of VK25A Big Picture Kit)
VT30A Small Video Transmitter + PT30A Power Supply (* was VK39A)
XC10A Camera with 2.4 GHz transmitter built-in
XC11A b/w version of XC10A Camera with 2.4 GHz transmitter built-in
XM10A 100mA X10 controlled power supply for the XC10A camera.
XM11A 200mA X10 controlled power supply for the XC10A camera
XPC10 Pro VC10A and VT30A (includes PT30A)
XPC20 Pro SC15A-W and VT30A (includes PT30A)
XSC15 Pro Xcam Anywhere (Indoor/Outdoor) Camera with mic. (WHITE)
XSC17 Pro SC15A-W + PT31A + 60 ft. cable
XVC10 Pro Indoor Color Camera
XX10A XC10A camera with 2.4 GHz transmitter built-in + PT30A power supply
XX11A XC10A camera with 2.4 GHz transmitter built-in + XM10A power supply
XX12A XC11A b/w camera with 2.4 GHz transmitter plus power supply
ZB10A-100 Battery Pack for XC10A camera
ZB10A-200 Battery Pack for XC10A camera with on/off switch
ZC13A MP3 cable
ZC14A XCam Anywhere Adapter Cable
ZT10A Tripod for XCams
RC5000 Wireless Remote Control System (includes RT504 and RR501)
RT504 8 Button Remote Control
HR12A PalmPad(TM) 8 Button Remote Control
RC6500 Wireless Remote Control System (includes KC674 and TM751)
KC674 2 Button Remote Control
RW684 Stick-A-Switch(TM) Wireless Wall Switch, 2 unit
RW694 Stick-A-Switch(TM) Wireless Wall Switch, 4 unit
RW724 Stick-A-Switch(TM) Wireless Wall Switch, 3 unit + Bright/Dim
MC460 Mini Controller
SC503 Maxi Controller
SD533 SUNDOWNER(TM)
PR511 Dual-Floodlight Motion Detector
MT522 Mini Timer
MT10A Mini Timer
TR551 Telephone Responder
</TABLE>
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<TABLE>
<CAPTION>
Product # Product Name
--------- ------------
<C> <S>
TR16A Telephone Responder
CP290 Home Automation Interface (for IBM PC compatibles)
CM11A Two-Way Universal Computer Interface (for IBM PC compatibles)
TH2807 Thermostat Set-Back
LM465 Lamp Module
LM14A 2-Way Lamp Module
WS467 Wall Switch Module
WS4777 3-Way Wall Switch (includes WS477 Master Switch and CS277 Companion Switch)
AM486 Appliance Module (2 pin polarized)
AM14A 2-Way Appliance Module (2 pin polarized)
AM466 Appliance Module (3 pin grounded)
AM15A 2-Way Appliance Module (3 pin grounded)
SR227 SuperSocket(TM) Split Receptacle Module
HD243 Heavy Duty 220V Appliance Module (15 A)
HD245 Heavy Duty 220V Appliance Module (20 A)
SC546 Remote Controlled Chime Module
UM506 Universal Module
SL575 Screw-in Lamp Module
LM15A SocketRocket(TM) Miniature Screw-in Lamp Module
RR501 Two-Way Wireless Transceiver/Appliance Module
TM751 Wireless Transceiver/Appliance Module
WS13A 3-Way Fluorescent Wall Switch Module
WS14A Decorator Dimmer Switch Module
PM5900 POWERMID(TM) Infrared Remote Extender
ST539 POWERMID Infrared Transmitter
RE549 POWERMID Infrared Receiver
RX569 POWERMID Infrared Extender
IR543 Infrared Gateway Controller
UR41A TV Buddy Universal TV Remote
DS7000 Protector Plus 7 Piece Security System with Voice Dialer
VS5600 Protector Plus Security Console/Voice Dialer System (PS561 and SH624)
DC8700 Monitor Plus Monitored 7 Piece Security System with Digital Communicator
DC821 Monitored Console
SH624 Security/Home Automation Remote Control
KF574 Key Chain Remote
KR10A Key Chain Remote
DW534 Door/Window Sensor
DS10A Door/Window Sensor
SP554A Motion Detector
MS10A Motion Detector
PH508 POWERHORN Remote Siren
SH10A POWERHORN Remote Siren
PF284 POWERFLASH Burglar Alarm Interface
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Product # Product Name
--------- ------------
<C> <S>
SR731 Smart RF Repeater
PA5800 Personal Assistance Security Console/Voice Dialer with Heart-Shaped Panic Pendant
PC9200 Personal Assistance Security Console with Digital Communicator
PC902 Monitored Console
HP564A Water-Resistant Call Pendant
KR15A Big Red(TM) Panic Button
WR10A Wrist Watch Panic Button
ORCA 2000 Panic Alarm System
PK9000 RoboDog(TM) Barking Dog Alarm
DM10A Outdoor Motion Detector for use with RoboDog
</TABLE>
<PAGE>
EXHIBIT B
Terms and Conditions of Purchase Orders
Payment Terms:
-------------
120 days after delivery to F.O.B. shipping point.
General Terms and Conditions:
----------------------------
1. This order is not valid unless signed or otherwise authorized in writing by
the Purchaser's representative. If the terms specified on this order do not
appear on or agree with Supplier's invoice as rendered, Supplier agrees
that Purchaser may change the invoice to conform to this order and make
payment accordingly.
2. In the event Supplier is unable to deliver any part or all of the
merchandise called for by this order, Supplier agrees to notify the
Purchaser immediately.
3. All goods furnished under this order shall be subject to inspection and
testing by representatives of Purchaser or its agents. Payments for goods
prior to inspection shall not constitute acceptance and Purchaser reserves
the right to hold for Supplier or return to Supplier, any rejected goods.
4. Delivery shall be F.O.B. Hong Kong, unless otherwise specified on the face
of this order. Prior to July 1, 2000, title to and risk of loss of Products
subject to a Product Delivery Request shall pass from Supplier to Purchaser
upon Supplier's receipt of a Purchase Order for such Products from
Purchaser. On and after July 1, 2000, title to and risk of loss of Products
subject to a Product Delivery Request shall pass from Supplier to Purchaser
upon the earlier of (i) Supplier's receipt of a Purchase Order for such
Products from Purchaser, or (ii) payment by Purchaser of the full purchase
price for such Products. Purchaser shall be entitled to file any financing
statements and other documents necessary to protect Purchaser's interest in
any Products subject to outstanding Purchase Orders, and Supplier agrees to
cooperate in any manner necessary to effectuate such filings.
5. Supplier hereby assigns to Purchaser all assignable warranty rights with
respect to the merchandise in this order, including without limitation all
rights of Supplier under warranties of any manufacturer of any of the
merchandise or any part or component thereof.
6. Supplier warrants that the merchandise shipped under this order, including
packaging and labeling: (a) was produced in compliance with all applicable
laws, regulations, orders and ordinances of the country of origin and of
the federal laws of the United States or any agency thereof, including
without limitation any hazardous substance laws; (b) is accurately labeled
and clearly identifies the country of origin; and (d) is labeled in
accordance with and complies in all respects with any and all applicable
federal regulations, orders and ordinances.
7. A waiver of or failure to perform any one or more of the conditions of this
order shall not constitute a waiver of or an excuse for nonperformance as
to any other part of this or any other order.
8. In the event of any proceeding, voluntary or involuntary, in bankruptcy or
insolvency by or against the Supplier, including any proceeding under the
United States bankruptcy laws, or any bankruptcy, insolvency or
receivership laws of any state or any foreign country, or any political
subdivision thereof or in the event of the appointment with or without
Supplier's consent of a receiver or an assignee for the benefit of
creditors, Purchaser may, at its option, cancel this order as to any
undelivered portion of the merchandise.
9. This order and the rights and obligations of the parties hereunder shall be
determined in accordance with the laws of the State of Washington and shall
not be subject to or governed by the U.N. Convention on Contracts for the
International Sale of Goods. If litigation arises hereunder or as a
consequence of any transaction contemplated or resulting from this or
either party's performance or breach thereof, jurisdiction and venue of
such litigation shall be in the Superior Court for the State of Washington
for King County, or the United States District Court for the Western
District of Washington in Seattle, at the option of Purchaser, and Supplier
hereby consents to such jurisdiction and venue. Any award or judgment of
any of said courts may be entered and enforced in any other domestic or
foreign court of competent jurisdiction, and shall be awarded full faith
and credit.
