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EXHIBIT 10.2
MOTOROLA
Original Equipment Manufacturer- CreataLink(TM) Purchase Agreement
Agreement number: 2.22.99-SHD
This Agreement ("Agreement") is made and entered into as of
2/22/99 ("Agreement Date") by and between MOTOROLA, INC., a Delaware
Corporation, having a place of business at 3301 Quantum Blvd.,
Boynton Beach, FL 33426 USA ("Motorola" or "Seller") and Elite
Logistics Service with a principal place of business at 1201 North
Ave H, Freeport, TX 77541 Phone: 409-230-0222 USA ("Buyer")
Motorola and Buyer agree that the following terms and conditions
govern the sale of the CreataLink data communications equipment
covered by this Agreement. All schedules and other appendices
attached to the Agreement are incorporated in this Agreement by
reference.
Section 1. Scope of Agreement.
1.1 In this Agreement, the words "you," "your" and "Customer"
each mean Buyer. The words "we," "us," "our," "Motorola" and "Seller"
each mean Motorola, Inc. The term "us" may also be used on occasion
to refer to Seller and Buyer collectively when it is clear from the
context that the term means the two parties together.
1.2 During the Term of this Agreement, we will sell to you the
equipment, options and other accessories listed on Schedule A to this
Agreement ("the Equipment') as you may purchase them from time to
time.
1.3 The intent of this Agreement is to offer you a volume
discount on the Equipment you purchase in quantity from us. You
represent that you will incorporate the Equipment you purchase with
hardware or software of your own manufacture, assembly or design,
which you will then market in the regular course of your business and
under your own name to customers. In granting you any volume
discounts, we are relying on that representation, and you will
forfeit these discounts if you do not comply with it.
1.4 The discounts granted under this Agreement will apply only
to the Equipment, and you will not be entitled to any discount on any
other products or services unless we specifically agree in writing.
Nothing in this Agreement will preclude you form purchasing or
licensing similar Equipment from other vendors or prevent us from
selling or licensing the Equipment and its related software to other
customers.
1.5 This Agreement is not a contract for (or an offer from you
to purchase) any Equipment, and we are not authorized to manufacture
Equipment for you until we receive a purchase order from you for it.
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Purchase orders submitted under this Agreement must reference the
Agreement number stated above, Each of your purchase orders and each
of our acknowledgment forms will incorporate the terms of this
Agreement, whether or not this Agreement is specifically mentioned.
When ordering the Equipment, the only effect of any term of your
purchase order will be to provide us with the following information:
(a) the model number; (b) quantity; (c) requested shipping date; (d)
list of accessory items, if any, (e) delivery instructions, including
ship-to address; and any other special information required by this
Agreement.
1.6 Each of your purchase orders is an offer by you which will
be subject to our acceptance. All Equipment is subject
to its availability, and we reserve the right to reject any order if
in our opinion we cannot fulfill it. Neither Buyer nor
Seller will be bound by any purchase order until Seller accepts it,
but at that time both of us will be bound and a contract will exist
under the terms of this Agreement. Once we have accepted your
purchase order, you cannot cancel or reschedule it except under the
conditions expressly stated in this Agreement
1.8 Your resale of the Equipment will be for your own account
and at your own risk. You are solely responsible for the selection of
the Equipment, its ability to achieve the results you intend, its use
with your software, peripherals and integrated systems, and the
performance you and your customers obtain from using it. Any
technical support for Equipment, software, peripherals and integrated
systems which you sell or license will also be solely your
responsibility, unless both of us agree otherwise to modify this
Agreement.
Section 2. Term
2.1 This Agreement will begin on the Effective Date listed above
and will terminate 18 months later (the "Term") unless either of us
terminates the Agreement earlier under its provisions. At the
expiration of the Term, the Agreement will be automatically renewed
on its anniversary date for additional periods of one-year each,
unless either of us notifies the other at least thirty (30) days in
advance that the Agreement will not be renewed. Any purchase order
for Equipment must be received and accepted while the Agreement is
actually in force.
Section 3. Equipment
3.1 To the extent we agree, you may market the Equipment under
your own products colors, logo and trade name (after removing any
Motorola name), or you may market Equipment which we have marked with
the Motorola name and log for that Equipment.
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3.2 Before shipping any item of Equipment to you, we will
perform our standard factory inspection and acceptance test on the
unit. If you request, we will either certify that we have completed
those tests or else permit your representatives to witness them, but
their satisfactory completion will constitute your acceptance of the
item. Your acceptance of the Equipment will not waive any of your
warranty rights under Section 9.
3.3 We do not represent that we will continued to manufacture
any particular item of Equipment indefinitely or for any specific
period. In fact, we specifically reserve the right to remove any
Equipment from the market, and or cease manufacturing or supporting
it. Except in the instance of government order or legal process, any
decision to discontinue the Equipment will require require written
notification six (6) months prior to the cancellation date and offer
a "life time buy" in any requested volumes to be delivered prior to
the cancellation; date on acceptable credit terms.
3.4 We also reserve the right to modify any of the
specifications or characteristics of our Equipment. We will use
reasonable efforts to provide you with advance notification of
modifications, updates, new releases, and improvements in
functionality and, performance. If we modify Equipment so that we
adversely affect (a) its form, fit or function; or (b) its
integration,: compatibility or ability to operate with other
Equipment we have sold to you, then you may cancel any undelivered
order affected by that modification.
3.5 It is your responsibility and you will assume all warranty
obligations with your customers, and you have no authority to
obligate us in any way under that warranty. In particular, we will
not be liable for any claim from anyone based upon any
representations or warranties about the Equipment which is beyond
Section 9.
3.6 You are solely responsible for installing the Equipment in
your product or system. You are solely responsible for providing end
user manuals and instructions for your product or system. You agree
that you will follow the warnings and instructions in our manuals or
other Equipment literature which are incorporated by reference.
3.7 We are not responsible for safety or type approval for the
Equipment in any jurisdiction, other than the certifications we have
already obtained for it and provide to you. But we will assist you in
obtaining those approvals by providing you with available
documentation, information and advise about the Equipment.
Section 4. Shipment and Risk of Loss
4.1 We will pack the Equipment for shipment and storage to meet
commercial standards. Unless you provide us with special written
instructions regarding shipment, we will choose the method of
shipment and carrier to used. We may make partial shipments to you
by line item and invoice you for them.
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4.2 We will use reasonable efforts to meet the shipment date you
request for each item, but we may delay the scheduled shipment date
if unforeseen problems prevent us from meeting it. We will notify
you promptly when any shipment will be delayed. If we are negligent
in failing to ship the Equipment to you within a reasonable time, you
will have the right to cancel the order (and/or terminate this
Agreement) without being liable to us for any Equipment except those
units we have already shipped to you. But we will not be liable to
you for any expenses or damages because of that delay.
4.3 You will have the right to make reasonable changes in
requested shipment dates if you notify us at least 30 days in advance
of the scheduled shipment date.
4.4 Title and risk of loss or damage will pass to you, FOB our
shipping dock. Transportation will then be at your risk. Any loss
or damage and insurance requirements after our delivery to the
carrier will be your responsibility and will not relieve you of your
payment obligations to us. All export and import costs and duties
are your responsibility.
Section 5. Prices.
Schedule A
CreataLink One-Way Data Receiver/Control Module
Page 1 of 1 POCSAG
APC: 98A 900 MHz Band
Date: October 2, 1997
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STANDARD EQUIPMENT FEATURES
* 929-932 NUU Operating Frequencies
* Automotive Grade, 16-pin interface connector
* Synthesized Receiver
* Serial TTL Interface
* 8-Customer Configurable Open Collector Outputs
* 512, 1200, and 2400 baud POCSAG
* 6-3350mA Current Sink or Source
* Extended Temperature Range (-20 degrees Centigrade to +70
degrees Centigrade)
* 2-1.75A Current Sink or Source
* Internal Antenna
* Buyer agrees that communications services are not provided under
the Agreement. MOTOROLA DISCLAIMS LIABILITY FOR RANGE, COVERAGE,
AVAILABILITY OR OPERATION OF ANY SYSTEM.
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Step 1: Choose a Model Number
UNITS SHIP ON DEFAULT FREQUENCY 930.5125 MHz.
ANNUAL UNIT VOLUME/PRICING
POCSAG Model List 1-999 1000-9999 10K-99,999 100,000K+
CreataLink 929-932MHz J19WMWO050
Step 2: Choose Factory' Options
Description Option List Reseller
RS232 Level Output (Replaces TTL Output)
Add External Antenna Interface
Delete Housing
ELITE LOGISTICS SERVICE MOTOROLA, INC.
BY: /s/ Joseph D. Smith BY: /s/ Steven Kincade
Signature Signature
Joseph D. Smith Steven Kincade
Print Name Print Name
Title: President Title: V.P. Advanced
Messaging & DJSS
Date March 24, 1999 Date December 17, 1999
