Authorized Distributor Agreement

Magnetic Media Division 3M





Authorized Distributor Agreement



THIS AGREEMENT is between MINNESOTA MINING AND MANUFACTURING COMPANY, a Delaware corporation, acting throu gh its Magnet Media Division with its principal place of business at the 3M Center, St. Paul, Minnesota 56144-1000 (hereinafter referred to as "3M"), and Account Name



Miami Computer Sply Business Headquarters Address 3884 Indian Ripple Rd. City, State Zip Dayton, OH 45440 Key Contact Name John Huffman Gen. Mgr. Telephone Number (513) 429-5211 (hereinafter referred to as "DISTRIBUTOR"). (3M and DISTRIBUTOR are hereinafter referred to jointly as the "Parties" and Individually as "Party").



1. Scope of Appointment.





(A) 3M appoints the DISTRIBUTOR, on a nonexclusive basis, to sell and promote the sale of 3M computer products and accessories set forth on the current 3M published price pages listed in Exhibit A (hereinafter referred to as "Products") to commercial and consumer end-users.





(B) DISTRIBUTOR recognizes that 3M may sell Products to any customer, including direct sales to dealers or sales to distributors for resale.



2. Acceptance. This Agr eement is not binding on 3M until it has been accepted in writing by the signature of an authorized 3M representative at 3M Center, St. Paul, Minnesota. This is the sole and exclusive manner of acceptance. Any other promise or act, incl uding a promise to ship or the prompt shipment of Product, shall not constitute acceptance by 3M of this Agreement.



3. 3M's Obligations to Distributor. 3M agrees to:



(A) Use its best efforts to promptly fill DISTRIBUTOR's proper orders for Products.



(B) Make available the services of a 3M sales representative to provide Product information, merchandising and general sales support.



(C) Provide DISTRIBUTOR with Product information, literature and sales materials (in quantities agreed to by 3M and DISTRIBUTOR) designed to aid DISTRIBUTOR in the introduction and sale of Products.



4. Distributor's Obligations to 3M. DISTRIBUTOR agrees to:



(A) Vigorously and enthusiastically promote the sale of the full line of Products and will maintain a well-trained and well-managed sales force capable of and committed to maximizing the demand for Products through every proper means. DISTRIBUTOR promises to devote at least the same vigor and resources in pro moting Products as it devotes to other suppliers' product lines.



(B) Not misrepresent either directly or by omission the capabilities, qualities, or characteristics of the Products. Neither DISTRIBUTOR nor its representatives will dispar age the Products or cast the Production in an unfavorable light.













(C) Purchase a minimum of $50,000.00 of assorted Products, net of discounts and returns, during the term of this Agreement. Every sixty (60) days 3M and DISTRIBUT OR agree to review DISTRIBUTOR's performance in reaching its minimum purchase requirements and other obligations under this Agreement.



(D) Maintain an adequate inventory of the full line of Products so that DISTRIBUTOR can promptly fill orders from stock.



(E) Supply promptly all financial information required by 3M's Credit Department to assess DISTRIBUTOR's credit worthiness. DISTRIBUTOR will make prompt payment of all 3M invoices in accordance with current payment terms. DISTRIBUTOR agrees not to make any deductions of any kind from 3M invoices unless DISTRIBUTOR has received an official credit memorandum from 3M authorizing such deduction.



(F) Hold in confidence and not disclose to others 3M's marketing plans, promotional programs and other 3M confidential information.



(G) Use the name "3M," "Scotch", or any other trademark, trade name, or service mark owned by 3M, in strict accordance with the guidelines furnished by 3M.



The parties have signed this Agreement on the day indicated below.





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Distributor Minnesota Mining and Manufacturing Company

Magnetic Media Division

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By /s/Thomas C. Winstel By R.D. Zinke /s/R.D. Zinke

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Title PRESIDENT Date 1/27/87 Title National Sales Manager Date 4-13-87

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5. Prices and Terms and Conditions of Sale.



(A) Prices. The price of Products and other terms and conditions of sale (including payment terms, F.O.B. point, minimum order requirements) are as stated in 3M's published price p ages. DISTRIBUTOR acknowledges that it has received a copy of those price pages current as of the date DISTRIBUTOR signs this Agreement.



(B) Price Changes. Prices may be increased and other terms and conditions of sale may be chan ged by 3M at any time with thirty (30) days prior written notice to DISTRIBUTOR, but the change will not affect any order properly placed with 3M and ready for immediate shipment before the effective date of the change. Prices may be decreased without prior notice to DISTRIBUTOR and DISTRIBUTOR will be invoiced at the new lower price on all orders scheduled for shipment after the effective date of the price decrease. If the regular (non-promotion) price of any Product decreases, 3M w ill credit the price difference for those Products shipped to DISTRIBUTOR within thirty (30) days of the effective date of the price decrease upon request to the appropriate sales branch made within fifteen (15) days of the announced price dec rease. The foregoing does not apply to periodic promotions that may be offered by 3M in which prices of Products may be directly or indirectly reduced for fixed periods of time.



(C) Taxes. Prices listed on 3M's price pages do not include sale s, use, excise, or similar taxes. The amount of any present, retroactive, or future sales, use, excise or similar tax applicable to DISTRIBUTOR's purchase of Products shall be added to the 3M invoice and paid by DISTRIBUTOR unless DIST RIBUTOR provides 3M with tax exemption certificates acceptable to the appropriate taxing authorities.



(D) Purchase Orders. Products may be ordered pursuant to purchase orders submitted to 3M by DISTRIBUTOR. Acceptance of any purchase ord ers placed by DISTRIBUTOR, either by written acknowledgement or by shipment of Products, shall NOT constitute acceptance by 3M of any of the terms and conditions of such purchase orders except as to identification and quantity of the Produc ts involved. All such purchase orders shall be governed by the provisions of this Agreement.







- Continued on reverse side -



SEE REVERSE SIDE FOR IMPORTANT ADDITIONAL TERMS AND CONDITIONS INCLUDING DISCLAIMER OF WARRANTIES AND LIABILITIES.









(E) Allocation. If any Product is in short supply, 3M may allocate the available supply of Product among its customers in the manner that 3M considers most equitable.







(F) Credit. 3M may change or limit the amount or duration of credit to be allowed DISTRIBUTOR. 3M may cancel any purchase orders accepted by 3M or to delay the shipment thereof, if DISTRIBUTOR fails to meet payment schedules or other credit or fina ncial requirements established by 3M.







(G) Security Interest. For the purpose of securing payment to 3M of the purchase price of the Products, DISTRIBUTOR hereby grants to 3M a purchase money security interest under the Uniform Commerci al Code in any and all Products purchased by DISTRIBUTOR under this Agreement and the proceeds thereof, including all insurance proceeds. DISTRIBUTOR shall execute, and 3M is hereby authorized as attorney-in-fact to execute and delivery on b ehalf of DISTRIBUTOR, any and all financing statements and other instruments which 3M may deem necessary or desirable to protect or perfect any such security interest.







(H) Product Discontinuance. 3M may discontinue the production or sale of any Product at any time during the term of this Agreement.









(I) Resale Prices. DISTRIBUTOR shall be free to unilaterally establish its own resale prices and terms with respect to the resale of Products. 3M and its employ ees have no authority to instruct the DISTRIBUTOR as to what its resale prices must be, nor to interfere with the DISTRIBUTOR's independent establishment of resale prices.





6. Warranty and Limitation of Remedies and Disclaimer.



(A) 3M warrants that its Products are free of defects in material and manufacture at the time of shipment. Individual ...