RESALE AGREEMENT
This Agreement ("Agreement") is by and between PC Universe ("PC Universe"), with
its principal place of business at 2302 North Dixie Highway, Boca Raton, Florida
33431 and Ingram Micro Inc. ("Ingram Micro") including its division, Ingram
Alliance ("Ingram Alliance"), with their principal place of business at 1600 E.
St. Andrew Place, Santa Ana, California 92705. The term "Ingram" will be used
to describe both Ingram Micro and Ingram Alliance unless a term or condition
differs between the two, in which case the specific name will be used
accordingly. This Agreement will include PC Universe's domestic locations only.
1. Purpose
The purpose of this Agreement is to provide the terms and conditions for
the purchase and resale by PC Universe and the sale by Ingrain to PC Universe of
various computer products including both hardware and software ("Product").
2. Terms of Sale
A. All Product sales will be subject to Ingrain Micro's then-current
standard Sales Terms and Conditions published in its Comprehensive Catalog
("Catalog") at the time of purchase. Should Ingrain Micro's Catalog provisions
conflict with this Agreement, the provisions of this Agreement will prevail.
B. All Ingrain Alliance Product sales are subject to the terms and
conditions shown in the Ingrain Alliance Reseller Agreement (Exhibit A). Should
the provisions in Exhibit A conflict with this Agreement, the provisions of this
Agreement will prevail.
C. If authorization for resale is required by the publisher or manufacturer
of any Product, then Ingrain will not be obligated to sell such Product to PC
Universe unless Ingrain has received such required authorization.
3. Ordering
A. PC Universe will compile, update, and provide Ingrain with Product order
information. The Product order information will include the: (i) Product
type(s), (ii) unit quantity, (iii) Ingrain SKU number and or Manufacturer Part
Number, (iv) PC Universe price, and (v) correct shipping address. PC Universe
personnel will identify, for each Product order, the ship-to destination as
either PC Universe, PC Univef ne's customer, or to some other specified third
party. Ingrain will, subject to Product availability, use its best efforts to
fill and ship all Product orders placed by PC Universe within one (1) business
day of order receipt.
B. For government orders, PC Universe will compile, update, and provide
Ingrain with the following Product order information: (i) Product type(s), (ii)
unit quantity, (iii) end user name and zip code, and (iv) government contract
number. PC Universe personnel will identify, for each Product order, the ship-to
destination as either PC Universe, PC Universe's customer, or to some other
specified third party. Ingrain will, subject to Product availability, use its
best efforts to fill and ship all Product orders placed by PC Universe within
one (1) business day of order receipt. Ingrain will have no obligation to
confirm the validity of any order placed or the authority of the person placing
an order in this manner. PC Universe will disclose its Ingrain customer number
only to its personnel with a need to know.
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C. Ingrain will accept orders over telephone, via facsmile, and via Ingrain
approved electronic ordering methods as defined in Ingram's Comprehensive
Catalog only from those who identify themselves as PC Universe personnel and
provide the Ingrain customer number prior to placing the order. Ingrain willhave
no obligation to confirm the validity of any order placed or the authority of
the person placing an order in this manner. PC Universe will disclose its
Ingrain customer number only to its personnel with a need to know.
4. Volume Commitment
PC Universe agrees that its combined annual Ingrain and Ingrain Alliance
purchases will meet or exceed $8,000,000 for the term of this Agreement. This
annual purchase goal may be reviewed and adjusted quarterly.
5. Pricing and Payment Terms
INGRAM MICRO
A. All Product prices will be as shown in Ingrain Micro's on-line ordering
system as of the date of order.
B. Ingrain Micro's price to PC Universe for standard Product purchases will
be Ingrain Micro cost divided by the factor applicable to the Product type. The
Product types and factors will be as follows:
Product Type Factor
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Software .950
Hardware .945
Accessory Product .940
Technical Product .925
C. Specialty Product purchases, including but not limited to memory,
licenses, books some technical education and exclusives may not be included in
the above pricing.
D. Attachment B provides a list of vendors for which the pricing is
adjusted individually and separately from the pricing above. All other vendor
lines for which PC Universe is authorized will be subject to the pricing
referred to in this section.
E. As manufacturer costs change, Ingrain Micro's price to PC Universe may
be adjusted to reflect such changes.
F. Ingrain Micro will invoice PC Universe upon Product shipment, and all
invoices will be due and payable net thirty (30) days from invoice date.
INGRAM ALLIANCE
G. Prices for all floored and subsidized Product purchases will be Ingrain
Alliance replacement cost on the date of purchase plus the percentage listed
below. Pricing is valid for one year unless manufacturer costs change, Ingrain
Alliance's price to Reseller may be adjusted to reflect such change.
Cost plus 2.9% on all Ingrain Alliance "A" Products as listed in Exhibit B
Cost plus 2.9% on all Ingrain Alliance "B" Products as listed in Exhibit B
Cost plus 2.9% on all Ingrain Alliance "C" Products as listed in Exhibit B
NOTE: Lagram Alliance calculates PC Universe cost by taking Ingrain Alliance's
replacement cost of the Product, without additional freight loads or other fees,
and dividing it by the reciprocal of the cost plus the percentage stated above.
H. Ingrain Alliance pricing applies to flooring purchases only. PC Universe
agrees to utilize Ingrain Alliance approved flooring companies as listed in
Exhibit C, in order to assure the vendor subsidizes the
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associated flooring fees. If PC Universe does not use an Ingrain Alliance
approved flooring company for each vendor, PC Universe will be billed for the
flooring fees from the flooring company.
I. In the event PC Universe elects to place an order on the Ingrain
Alliance net terms account, Ingrain Alliance will invoice PC Universe upon
Product shipment, and all invoices will be due and payable net thirty (30) days
from invoice date. A net terms fee of two percent (2.0%) of the total invoice
amount will be added to orders placed on PC Universe's net terms account. If
payments are not received within thirty (30) days, additional interest charges
may be added.
6. Fees
A. Ingrain agrees to waive the minimum order fee.
B. Ingrain Alliance agrees to waive the fulfillment order fee.
C. A rebox fee of thirty five dollars ($35.00) per item will be charged on
all Ingrain Products returned in a damaged box.
7. Shipping
A. All Ingrain Micro Product orders which are shipped ground freight will
be shipped FOB origin, Ingrain Micro's carrier of choice, as described in
Ingrain Micro's Catalog.
B. All Ingrain Alliance Product orders will be shipped F.O.B. origin,
ground service, Ingrain Alliance's carrier of choice, and Ingrain Alliance will
pay all ground freight charges on orders which are shipped from any of its
distribution centers. Upon PC Universe request, Product orders may be shipped
expedited via PC Universe's carrier of choice. PC Universe will pay all
expedited freight charges and all orders will be shipped F.O.B. origin. PC
Universe's shipping locations which are near a local Ingrain Alliance
distribution center, will often receive Product orders the following business
day.
C. In the event Product is not in stock in PC Universe's primary Ingrain
distribution center, Ingrain Alliance will ship the product from an alternative
warehouse via 2-day freight at Ingram's expense on a case-by-case basis.
8. Returns
A. For Ingrain Micro Product returns, PC Universe will be entitled to the
same customer support, stock balancing and defective Product return privileges
as is extended to Ingrain Micro's customers in Ingrain Micro's Catalog.
B. Products purchased from Ingrain Alliance which are not found to be
defective may be returned within one hundred fifty (150) days after invoice
date. All returns will be subject to the returns fees listed in the table below
which (i) are derived from PC Universe's stock balance returns as a percentage
of gross sales during that current Ingrain Alliance fiscal quarter, and (ii)
will be invoiced at the end of that fiscal quarter. Returns will be processed at
the lower of either the invoice price paid by PC Universe or the current price
as shown in Ingrain Alliance's on-line ordering system as of the date of return
request. All Products returned must be undamaged, in the manufacturer's original
packaging, unused and in resalable condition.
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Returns Percent Fee
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0% - 5% No fee
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3.01% - 15% 5%
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15.01% or more 15%
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C. All defective/DOA returns must follow the policies as published by each
individual manufacturer.
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D, Ingram will not accept stock balance returns for special orders or
configured systems.
9. Inventory Reserve Program
Attachment A outlines the terms and conditions for the Ingrain Alliance
Inventory Reserve Program ("IRP") which will provide PC Universe with the
ability to reserve inventory ("Reserve Inventory") in exchange for a fee.
10. Vendor Funds
Any co-op or marketing funds provided by vendors for PC Universe will be passed
through Ingrain Alliance to PC Universe at 100%. Ingrain Alliance agrees to
support PC Universe's annual marketing plan with incremental marketing funds on
a case-by-case basis.
11. Term and Termination
This Agreement will commence on the date of the last signature set forth below
and will continue for one (1) year. Either party may terminate this Agreement
without cause by giving thirty (30) days advance written notice to the other
party. Ingrain may terminate this Agreement immediately for cause upon written
notice, which notice will include a ten (10) day opportunity to cure.
12. Confidentiality
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. The parties agree to disclose the terms and conditions of this
Agreement only to their respective personnel with a need to know.
13. 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 or via facsimile. All
notices so mailed will be deemed received two (2) days after postmark date and
facsimiles mill deemed received upon notification of successful transmission.
14. Entire Agreement
This Agreement (including any Exhibits and Addenda) constitutes the entire
Agreement between the parties regarding the resale of Product, 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 invoice or purchase order issued by
either party. Any modifications of this Agreement must be in writing and signed
by an authorized representative of each party.
15. Governing Law
This Agreement will be deemed made in the State of California and will be
governed by and construed in accordance with California laws, excluding its
conflicts or choice of law rule or principles which might refer to the law of
another jurisdiction. The state and federal courts situated in Orange County,
California will have non-exclusive jurisdiction and venue over any dispute or
controversy which arises out of this Agreement.
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16. Headings
Ingrain and Ingrain Alliance. Resale Agreement 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.
This Agreement will be effective as of the last date of signature by the
authorized parties below.
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<CAPTION>
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"PC Universe" Ingram Micro, Inc. Ingram Micro, Inc.
By: By: By:
(Officer of the Company) (Officer of the Company) (Officer of the Company)
Name: Name: Name:
(Please print or type) (Please print or type) (Please print or type)
Title: Title: Title:
(please print or type) (please print or type) (please print or type)
Date: Date: Date:
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ATTACHMENT A
INVENTORY RESERVE PROGRAM
1. Definitions
A. The term "reserve" will mean Product placed on hold, for use only by the
customer in exchange for a fee.
B. The term "release" will mean Reserve Inventory that has been moved to a
sales order.
C. The term "canceled" will mean Reserve Inventory that has been canceled
at the customer's request or expired within the context of this Agreement.
D. The term "available" Product will mean Product that is available in
general inventory. This term does not apply to on-hand inventory if available
quantity is negative.
E. The term "constrained" Product will mean Product that is not available
from Ingram general inventory due to customer demand exceeding manufacturers
supply and is flagged with a "C" or "R" in Ingram's Order Entry or Inventory
Inquiry system.
F. The term Large Account Program ("LAP") will mean a program in support of
vendor allocation to a specific end user.
G. The term "extension fee" will mean the fee charged to continue to hold
Product already placed on reserve, after the expressed free days have elapsed
with in the context of this Agreement.
There are three (3) types of Product reserves in the IRP: LAP's, constrained,
and available.
2. IRP Inventory Limits
A. PC Universe may reserve Product up to 15% of their total net purchases
during the previous Ingram Alliance fiscal quarter, excluding LAP Product.
Ingram Alliance will allow only up to five percent (S%) of its total inventory
on hand to be placed into the IRP. Should either limit be reached, PC Universe
will not be permitted to place additional product into IRP, even if they have
not reached their individual IRP inventory limit.
B. In the event PC Universe exceeds their established Reserve Inventory
limit, PC Universe agrees to immediately either release or cancel 1RP product
until they are back within their Reserve Inventory limit.
3. Requesting and Releasing IRP Product
LAP quantities will be determined by the vendor for PC Universe. PC Universe may
request a reserve of inventory for any constrained or available Product provided
the limits established in section 4.A have not been exceeded.
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InQraln and InQram Alliance. Resale Agreement
A. The following conditions apply to all reserves:
a) PC Universe is required to issue either a purchase order or reference
number to each reserve entered.
b) PC Universe must assign a title or reference to each reserve entered.
In addition, LAP reserves must reference the end user.
B. The following conditions apply when placing a reserve request into the
IRP:
a) PC Universe will contact their assigned inside sales representative
via telephone, facsimile or in writing. Ingram Alliance cannot accept a reserve
request that is received electronically.
b) PC Universe agrees to make best efforts to place Product reserves out
of their primary warehouse, or closest Ingram configuration center. Ingram
Alliance retains the right to approve an alternate warehouse location.
c) Only current stocked inventory items may be reserved. Liquidation,
special order, rebox, B-stock, refurbished and discontinued Products may not be
reserved.
d) Only available product may be placed on reserve.
C. When PC Universe elects to release Reserve Inventory, the following
conditions apply:
a) PC Universe will contact their inside sales representative via
telephone, facsimile or in writing with an order. Inventory cannot be released
from the IRP for orders that are placed electronically.
b) Each time PC Universe orders a Product that is available from their
Reserve Inventory, PC Universe's inside sales representative will notify PC
Universe and determine if the Product is to be released from reserve inventory,
shipped from available inventory or backordered.
c) PC Universe may view a Computer Assisted Purchasing System ("CAPS")
report on all Products currently on reserve which is sorted by vendor. When
requesting the release of a reserve, PC Universe may request which reserve to
pull the order from by supplying their assigned inside sales representative with
the associated reserve purchase order number, reference number or end user name.
If the reserve is not specified, the oldest reserve will be used.
d) When inventory is released from the 1RP, the Product must be shipped
in accordance with Ingram's standard order management guidelines or the order
will be canceled and the Product will not be returned to Reserve Inventory.
4. Pricing
All Product prices will be as shown in Ingram Alliance's on-line ordering system
as of the date of order, not date of reserve.
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5. Fees
Fees for the IRP are determined by the type of inventory in reserve and are
detailed below:
A. The extension fee is calculated by assessing a minimum of one percent (1
%) of Ingram Alliance's cost multiplied by the quantity extended. Extensions are
granted in fifteen (15) business day increments and the extension fee will apply
for each additional reserve extension.
B. Constrained product may be reserved for the first five (5) business days
free of charge. PC Universe must contact their inside sales representative to
request an extension. If a constrained product reserve extension is approved,
Ingram Alliance will assess a one percent (1%) extension fee, as calculated
above. The extension fee will be applied for each extension period as defined
herein for a maximum holding period of twenty (20) business days. After this
period, no further extensions will be allowed.
C. LAP product will be reserved for the first fifteen ( I S) business days
free of charge. PC Universe may extend the reserve up to three (3) times in
fifteen (15) business day increments, for a maximum holding period of sixty (60)
business days. Any requests for reserve extensions must be made by contacting
their inside sales representative. PC Universe agrees to pay a one percent (1%)
fee, as calculated above, for each fifteen (15) business day increment.
D. Available inventory may be reserved for the first fifteen (15) business
days free of charge. By contacting your inside sales representative, PC Universe
may extend the reserve one time in a fifteen (15) business day increment, for a
maximum holding period of (30) business days. PC Universe agrees to pay a one
percent (1%) fee as calculated above, for each fifteen (15) business day
increment.
E. Reserve extensions for any Products are granted solely at the discretion
of Ingram Alliance.
6. Invoicing and Payment Terms
Ingram Alliance will invoice PC Universe for all reserve fees incurred to PC
Universe's Ingram Alliance Branch 23 account, on the net terms billing
extension, within 15 business days after Ingram Alliance's fiscal month end.
Fees are calculated and added to the reserve billing report when the reserve is
extended. Ingram Alliance will provide a reserve billing report which details
that months reserve extensions and associated fees. All extension fees will be
charged and due whether or not the Product has shipped, is still on reserve, or
whether the reserve has been canceled. All invoices will be due and payable in
accordance with PC Universe's standard payment terms and conditions. Failure to
pay fees within PC Universe's standard payment terms and conditions will result
in the cancellation of all open reserves and PC Universe may be dropped from
Ingram Alliance's 1RP.
