DIRECT IMPORT ADDENDUMAddendum or Modifications |
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Exhibit 10.3
DIRECT IMPORT ADDENDUM
Effective Date: 10/10/2005
THIS DIRECT IMPORT ADDENDUM (“Addendum”) is attached to and incorporated in the Vendor Agreement between Best Buy Purchasing LLC and its Affiliates (“Dealer” or “Best Buy”) and TiVo Inc. (“Vendor”). This Addendum is made for the purpose of modifying and supplementing certain terms and conditions of the Vendor Agreement between Vendor and Dealer to govern transactions involving select products sold by Vendor to Dealer, which are internationally shipped and imported into the United States by Dealer (“Direct Import Products”).
All terms in the Vendor Agreement shall remain in full force and effect with respect to non-Direct Import Products. With respect to Direct Import Products, the following terms shall supplement the terms of the Vendor Agreement. In the event of conflict, the terms of this Addendum will control with respect to Direct Import Products. Unless otherwise provided herein, the capitalized terms used in this Addendum shall have the same meanings assigned to such terms in the Vendor Agreement.
Therefore, in addition to the parties’ rights and obligations under the Vendor Agreement, the parties agree as follows:
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1. |
Invoices |
Vendor shall invoice Dealer upon delivery of Direct Import Products at the Shipping Point (as defined below). The agreed credit term will commence on receipt of Direct Import Product by Dealer or its designated agent at the Shipping Point.
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2. |
Shipping |
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2.1 |
Shipping Terms. Direct Import Products shipped by ocean shall be delivered FOB (Incoterms 2000) to the port of origin designated by Dealer, and Direct Import Products shipped by air or ground shall be delivered FCA (Incoterms 2000) to the carrier nominated by Dealer at the named place designated by Dealer. The FOB and FCA points shall be referred to as the “Shipping Point.” |
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2.2 |
Routing and Shipping Guide. Vendor will follow the terms and conditions stated in Best Buy’s Routing and Shipping Guide, which is a part of this Agreement and incorporated herein by reference, particularly with respect to the version or section entitled or addressing “International Shipments” or “Direct Imports,” as applicable. A current copy of the Routing and Shipping Guide may be accessed at www.extendingthereach.com and may be updated from time to time by Best Buy upon written notice to Vendor. |
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2.3 |
Packaging and Labeling. Vendor will package and label the Products and prepare the Products for shipment in accordance with all applicable laws, regulations and industry standards in the countries of manufacture and distribution. Such laws, rules and industry standards include but are not limited to the country of origin designation and other regulations of the U.S. Customs and Border Protection, all requirements under the U.S. Fair Packaging and Labeling Act, U.S. Federal Communication Commission, U.S. Food and Drug Administration and other applicable government agencies of the U.S. and other countries of intended distribution. More details concerning Best Buy’s packaging, labeling and other requirements are found within the Best Buy Routing and Shipping Guide. |
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2.4 |
Inspection and Acceptance. Best Buy shall conduct any incoming inspection tests on the Products within thirty (30) days of Best Buy’s receipt of the Products at Best Buy’s facilities in the United States, Canada or other country of intended distribution, as the case may be. Best Buy shall have the right to reject any Product that does not meet the Specifications (“Nonconforming Product”), such right of rejection of Nonconforming Product shall be limited to such instances where the failure to meet Specifications is due directly to the act or omission of Vendor, and shall provide Vendor with information as to the reason for the rejection of the Nonconforming Product. At Best Buy’s option, Vendor shall either (a) promptly replace the Nonconforming Product without additional cost to Best Buy, permit Best Buy to issue a debit memorandum to Vendor for the purchase price of the Nonconforming Product, and shall re-invoice Best Buy for the Product shipped to replace the Nonconforming Product at the time of shipment of the replacement product; or (b) credit Best Buy for the purchase price of Nonconforming Product and related shipping charges after receipt of Best Buy’s debit memorandum related to such Nonconforming Product. At Vendor’s request and expense, Best Buy shall return all rejected Products to Vendor. |
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Prices |
If additional payments will be or have been made to Vendor by Best Buy in connection with this Addendum for items such as assists (e.g., tooling, molds, dies, materials, or components provided for incorporation in or manufacture of the Direct Import Products), royalties, packing, selling commissions, or other incidental charges, such additional value(s) should be separately itemized and identified on Vendor’s commercial invoice. Further, Vendor invoices must not indicate a nominal value for Direct Import Products, but shall indicate the invoice price charged to Best Buy, or if shipment is one of multiple shipments required under a single purchase order, the value shall be stated as the actual value of the Direct Import Products with respect to each ship
