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Hewlett Packard / Miami Computer - U.S. Reseller Channel
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HEWLETT - PACKARD
U.S. AGREEMENT FOR SUPPLIES RESELLERS
TABLE OF CONTENTS
U.S. RESELLER CHANNEL AGREEMENT
1. APPOINTMENT
2. STATUS CHANGE
3. PRICES
4. PAYMENT
5. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES
6. PRICE ADJUSTMENTS; PRICE PROTECTION
7. STOCK ADJUSTMENTS
8. DEFECTIVE UNITS
9. USER WARRANTY
10. LIMITATION OF REMEDIES AND LIABILITY
11. RELATIONSHIP
12. RESELLER RECORD-KEEPING
13. TRADEMARK
14. LICENSING
15. PATENT INDEMNITY
16. TERMINATION
17. AMENDMENT
18. GENERAL CONDITIONS
19. ADDENDA
20. STATEMENT OF OWNERSHIP
21. AUTHORIZED SIGNATURES
U.S. SUPPLIES RESELLER ADDENDUM
1. APPOINTMENT
2. VOLUME COMMITMENT LEVELS
3. RESELLER ORDER MILESTONES
4. APPROVED LOCATIONS
5. RESELLER SALES
6. RESELLER REQUIREMENTS
A. INVENTORY
B. ADVERTISING
C. SALES FORCE
D. TRAINING
E. PRIMARY CONTACT
F. NEW PRODUCT INTRODUCTIONS
7. RESELLER PROGRAMS
8. EXHIBITS
9. AUTHORIZED SIGNATURES
- --------------------------------------------------------------------------------
HEWLETT - PACKARD
Miami Computer Supply, Inc. 52GCX - ---------------------------------------- ----------------- Company Name Agreement #
3884 Indian Ripple Road - ------------------------------------------------------------------------- Address
Dayton OH 45440 (513) 429-5211 - ------------------------------------------------- ------------------- City State Zip Code Telephone #
1. APPOINTMENT
A. Hewlett-Packard Company ("HP") appoints the reseller named above
("Reseller") as an authorized, non-exclusive reseller for the HP
Personal Computer Products ("HP Products") which HP has approved
Reseller to market listed on one or more HP Product Exhibits ("Product
Exhibits") specified in the Addenda subject to the terms set forth in
this Agreement and in the Addenda, for the period from the effective
date indicated below through the date specified in the Addenda.
Reseller accepts this appointment on these terms.
B. Reseller's approved locations are specified in the Addenda. All
Reseller's sales, advertising and promotional activities for HP
Products must be conducted from these locations.
C. Reseller will conduct business relating to HP Products only in the
name(s) specified in this Agreement.
2. STATUS CHANGE
A. If a Reseller wishes to:
1) Change its name or that for any approved location;
2) Add or close an approved location;
3) Undergo a merger, acquisition, consolidation or other reorganization
with the result that any entity controls 20% or more of Reseller's
capital stock of assets after such transaction;
4) Undergo a significant change in control or management of Reseller
operations;
then Reseller shall notify HP in writing prior to the intended date
of change. HP will promptly notify Reseller in writing of its
approval or disapproval of the proposed change.
B. HP must approve proposed Reseller changes prior to any obligation of HP
to perform under this Agreement with Reseller as changed.
3. PRICES
A. HP's corporate price lists are internal data basis indicating current
list prices for HP Products ("list prices"). HP reserves the right to
change list prices upon reasonable notice to Reseller. If Reseller is
unsure of the list price to use in calculating net Reseller price for
any HP Product, Reseller should contact its HP sales representative.
B. Net Reseller price for HP Products purchased under this Agreement will
be the list price at the time of Reseller's orders, less the discounts
based on Reseller's volume commitments as specified in the Product
C. Net Reseller price includes transportation arranged by HP. HP reserves
the right to charge Reseller for any special routing, handling or
insurance requested by Reseller. Orders shipped special routing shall be
F.O.B. Origin. Requests for proof of delivery are subject to limitations
and service charges.
D. Net Reseller price does not include State and local taxes. HP will
invoice Reseller for these taxes, based on point of delivery, unless the
appropriate resale exemption certificates are on file at HP's
order-entry point, or unless HP agrees the sale is otherwise exempt.
4. PAYMENT
A. Reseller will pay all invoices in full within 30 days after date of
invoice unless other terms are specified in its HP flooring agreement.
HP reserves the right to specify Cash in Advance or other terms for
credit reasons.
B. Claims for adjustment of any invoice will be waived if Reseller fails
to present them within 90 days from date of HP invoice. No claims,
credits or offsets may be deducted from any invoice.
5. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES
A. Reseller will comply with the minimum order, release and ship-to
requirements specified in the Product Exhibits or otherwise prescribed
by HP.
B. HP will honor written and telephone orders from Reseller's approved
locations. Reseller is responsible for ensuring that only authorized
employees place, change or delete orders.
C. Reseller may request shipment up to 90 days after order date.
D. Shipments are subject to availability. HP reserves the right to schedule
and re-schedule any order, at HP's discretion, and to decline any order
for credit reasons or because the order specifies an unreasonably large
quantity or makes an unreasonable shipment request.
E. Reseller may cancel a shipment or request changes in a scheduled
shipment date at no charge up to 5 working days before scheduled
shipment. Any later cancellation or change will be subject to a charge
of 5% of the shipment's list price value. If in transit, it will also be
subject to applicable freight charges.
F. HP will use reasonable efforts to meet any scheduled shipment date.
However, HP will not be liable for delay in meeting a scheduled shipment
date for any reason. If HP Products are in short supply, HP will
allocate them equitably, at HP's discretion.
G. HP will ship HP Products only to approved locations. Business conducted
at each location approved by HP must be greater than 50% owned by
Reseller. An exception will be made where a Product Exhibit indicates
drop-shipment is available for a specific HP Product; drop-shipment for
such products will be subject to any limitations prescribed by HP.
H. Reseller must meet additional requirements to be eligible to order
certain HP Products ("Qualified Distribution Products") as specified on
the Product Exhibits.
I. Title to HP Products and risk of loss and damage will pass to Reseller
F.O.B. Destination.
J. HP may, from time to time, offer Reseller certain HP Products on special
promotional terms or to clear obsolescent, used or refurbished units.
All such purchases may be subject to discounts different from those
shown in the Product Exhibits; they may not, in some cases, count
towards attainment of Reseller's volume level; they may not be eligible
for promotional allowance funds and will not be eligible for price
protection or stock adjustment. With these exceptions, Reseller's
purchases in response to these offers are subject to the terms set forth
in this Agreement.
6. PRICE ADJUSTMENTS; PRICE PROTECTION
A. If HP raises list prices, HP will bill based on the old, lower price
for orders placed by Reseller within one month after the effective date
of the increase. Limited quantity restrictions may apply.
B. If HP reduces list prices, HP will bill based on the new, lower price
for HP Products shipped on or after the effective date of the reduction.
C. HP Products eligible for price protection are so designated on each
Product Exhibit. If HP reduces list prices, HP will grant Reseller a
price protection credit calculated by one of the two following methods
(and HP will decide at its discretion which method will be used):
1) The credit will equal the total reduction in net Reseller price for
eligible products in Reseller's inventory and in transit to Reseller,
using a verification process determined by HP.
2) The credit will equal 100% of the total reduction in net Reseller
price for eligible products shipped within one month before the
effective date of the reduction, or 75% of the reduction for eligible
products shipped within two months before that date, whichever is
D. HP may require that Reseller accumulate a minimum credit of $200 in a
particular month before HP extends price protection to Reseller for that
7. STOCK ADJUSTMENTS
A. HP Products that may be eligible for stock adjustment are so designated
on each Product Exhibit. To be eligible for stock adjustment at the time
of return, such products must still be listed on HP's then-current
Product Exhibits, in their unopened, original packaging, and marketable
as new merchandise. Items not eligible or marketable as new will be
returned at Reseller's expense.
B. Products returned for stock adjustment are subject to a restocking
charge. The restocking charge will be as indicated on each Product
Exhibit. The minimum charge for any return will be $50.
C. Eligible HP products may be returned for stock adjustment in one
consolidated shipment from each approved location, freight prepaid, once
each month during the term of this Agreement. The return may equal up to
5% of HP shipments during the previous quarter. Quarters will be
calculated as follows:
November through January, February through April, May through July, and
August through October. Reseller must purchase new HP Products of equal
or greater value for immediate shipment at the time of the return.
D. Reseller must obtain a Notice of Return number (NOR) for each shipment
of hardware and a separate NOR for each shipment of software returned
for stock adjustment. If a NOR does not appear on the outside of all
boxes returned to HP, the shipment will be ineligible for stock adjust-
ment and will be returned to Reseller at Reseller's expense.
E. Reseller will receive a credit for eligible HP Products returned for
stock adjustment at the net Reseller price in effect when HP receives
them, less the return charges indicated above and any promotional
8. DEFECTIVE UNITS
A. Reseller and HP agree that the procedure provided below for return and
repair, replacement or credit for defective units will be Reseller's
exclusive remedy for any claim relating to any alleged defect or
nonconformity in HP Products.
B. HP will repair, replace or provide credit to Reseller for any HP
Product found defective by Reseller within 180 days of its shipment to
Reseller and prior to its sale to the end-user customer.
1) Unless HP gives other instructions, the defective unit will be
returned to HP freight collect. Reseller must notify HP that the
unit is being returned and must obtain a Notice of Return number
(NOR). If a NOR does not appear on the outside of all boxes returned
to HP, the shipment will be returned to Reseller at Reseller's
2) HP may inspect the unit to verify that it is eligible for repair,
replacement or credit. Such eligibility will be based solely on
whether the unit is in fact defective and whether the claim is
timely, and HP's approval will not be unreasonably withheld.
3) HP will be entitled to determine at its discretion whether to
repair, replace or provide credit for the defective unit.
4) HP will not repair, replace or provide credit for units damaged
from abuse or misuse (including improper storage), attempted repair
by an unauthorized service center or repossession. Reseller will
reimburse HP for freight for such units, or where no defects are
5) Units repaired by local HP repair personnel may be repaired with
remanufactured parts.
9. USER WARRANTY
A. HP Products covered by a User Warranty are so designated
on each Product Exhibit, and copies of the User Warranty will be
supplied with these products. The User Warranty will be supplied with
these products. The User Warranty runs in favor of the ultimate user of
the product. The User Warranty period begins on the User's date of
purchase or the first day of rental by a Reseller. HP may require that
Reseller provide proof of purchase by the end-user. The User Warranty is
the only warranty covering any HP Product sold under this Agreement.
B. Some newly manufactured products purchased hereunder may contain
selected remanufactured parts equivalent to new in performance.
C. NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
10. LIMITATION OF REMEDIES AND LIABILITY
A. THE REMEDIES PROVIDED IN THIS AGREEMENT, INCLUDING THE PROCEDURE FOR
RETURN OF DEFECTIVE GOODS, ARE RESELLER'S SOLE AND EXCLUSIVE REMEDIES.
HP WILL NOT BE L...
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