Exhibit 10.20
TRANSBOTICS
Website: www.transbotics.com
Phone: (704) 362-1115
Fax: (704) 364-4039
Firm Proposal for:
CONFIDENTIAL TREATMENT
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The material marked by asterisk ("***") on attached pages
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have been omitted from the filed copy of this Agreement in
connection with Transbotics Corporation's confidential
treatment request.
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Automatic Guided Vehicle System (AGVS)
Submitted to:
***
Prepared by:
Randy Jennings; Director of Business Development, Transbotics
Tommy Hessler, Executive Vice President, Transbotics
Proposal expires on ***
3400 Latrobe Drive o Charlotte, NC o 28211
(704) 362-1115 Tel. o (704) 364-4039
CONFIDENTIAL
BY THE TERMS OF THE LAW IN FORCE ON COPYRIGHT, THE
REPRODUCTION,
DISTRIBUTION OR USE OF THIS DOCUMENT WITHOUT SPECIFIC WRITTEN
AUTHORIZATION IS STRICTLY FORBIDDEN
Proposal ***
Date***
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Table of Contents
SECTION 1
*** SPECIFICATIONS
3
*** SPECIFIC SYSTEM DESCRIPTION OF OPERATION
4
SECTION 2
INVESTMENT SUMMARY
8
DELIVERY TERMS
13
INVESTMENT SCHEDULE
13
WARRANTY
13
OPTIONS
14
SERVICE & SUPPORT
14
SECTION 3
RESPONSIBILITIES
15
SECTION 4
GENERAL TERMS & CONDITIONS
21
APPENDIX
29
EXHIBIT 1 - AUTOMATED MATERIAL HANDLING SYSTEM FOR *** 30
EXHIBIT 2 - PROPOSED PROJECT IMPLEMENTATION PLAN
31
2
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*** SYSTEM SPECIFICATIONS
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This specification outlines a proposed
solution for the automation of ***.
Some of the main goals and objectives in
evaluating this process included:
o Automation of ***
***
Currently the process of ***
In evaluating the current process the
following data was used:
***
Please refer to EXHIBIT 1 - AUTOMATED
MATERIAL HANDLING SYSTEM FOR *** for
specific details of the automation system
equipment in the facility.
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*** SPECIFIC SYSTEM DESCRIPTION OF
OPERATION
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Introduction
The proposed system at ***consists of
***:
***
All this equipment will be ***
The proposed system hierarchy will look as
follows:
***
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***
***
The *** looks as follows:
***
The *** System
The overall system at *** will ***
The overall task ***
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***
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***
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Section
INVESTMENT SUMMARY
2
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Transbotics incorporates only the best
commercially available components from
manufacturers with proven long term
logistic support, into the design of
equipment and systems. Transbotics tools
are user friendly and, with proper
training, allow customers to modify the
system as needed. Transbotics has a
proven record of quality, flexibility, and
supporting their customers.
This proposal specifies standard integrated
AGV system controls technology and
software products, which have been
successfully installed in numerous
applications and operating environments.
Extensive testing and proven product
integration allows Transbotics to offer
superior reliability and functionality
of any AGV system using its controls.
Transbotics' generic controls are both
highly flexible and well suited for an
extensive range of vehicle sizes and
types.
*** PROJECT
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Transbotics is proposing *** that will be able to provide
***
BENEFITS OF *** PROJECT
It should be noted at this point that there
are many benefits to implementing
*** project. Below you will find some of
these:
***
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INVESTMENT SUMMARY - cont.
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This *** Project will include the
following:
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INVESTMENT SUMMARY - cont.
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INVESTMENT SUMMARY (cont.)
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INVESTMENT SUMMARY - cont.
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*** PROJECT INVESTMENT TOTAL
$1,935,922
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*** PROJECT INVESTMENT BREAKDOWN
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DELIVERY TERMS
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INVESTMENT SCHEDULE
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The Total Purchase Price shall be payable
***
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WARRANTY
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Transbotics will deliver the LGV system as
described in this proposal for
beneficial use on or before a date to be
decided upon by both parties after
customer has accepted this proposal. As set
forth in greater detail in the
General Terms and Conditions, Transbotics
will warrant the design, material and
workmanship of NDC hardware and software
products and *** for 12 months after
customer's acceptance of the LGV system. It
is understood that this coverage
does not include any components or
materials that are considered normal wear
items.
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OPTIONS
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Transbotics is committed to offering their
customers alternatives in both
payment and system configuration. It is
this flexibility that sets us apart in
our industry. We offer the following
options to our customers:
o Leasing
o Computer Back Up
o Spare Parts
o Safety Training
Software
o System, *** , and
Vehicle Definition Software and Training
To learn more about how you can benefit
from the above options please ask your
Transbotics representative for further
details about the specific option(s) you
are interested in.
SERVICE & SUPPORT
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At Transbotics, we understand that
satisfied customers will guarantee our future
success. Our Service & Support Group
has accumulated over 150 years of
experience working with Transbotics AGV
systems. We want to do everything we can
to ensure your AGV system performs just as
it was promised. System acceptance is
only the beginning of our business
relationship!
At Transbotics, we take the time to
understand your unique support requirements
and work with you to implement the program
best suited to your needs. Below, we
outline some of the tools available to
you.
o Extensive system
training and documentation
o System Enhancement and
Upgrade
o Spare Parts
Support
o Service Contract
Availability
o Consulting
Service & Support options and benefits
have been created with you in mind.
o Technical support via
telephone or modem, M-F, 8 AM to 5 PM, EST\
o 24 Hour Service Option
Available
o Emergency Site
Visits
o Onsite Preventative
Maintenance Service Program Availability
o Full Service Repair
Shop exchange program
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RESPONSIBILITIES
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Transbotics makes every effort to establish
reasonable expectations. In the
attached EXHIBIT 2 - PROPOSED PROJECT
IMPLEMENTATION PLAN you find an outline of
the schedule for implementation and listed
below is a summary of some of the key
items and the responsibilities of each
company during the project.
***
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RESPONSIBIILITIES (cont.)
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RESPONSIBIILITIES (cont.)
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RESPONSIBIILITIES (cont.)
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RESPONSIBIILITIES (cont.)
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***
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RESPONSIBIILITIES (cont.)
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***
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GENERAL TERMS & CONDITIONS
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GENERAL
Transbotics Corporation ("TRANSBOTICS")
offers to sell its products and services
to _____________________________
("CUSTOMER") as of this _______ day of
____________, 20___ (the "Effective
Date").
OFFER AND ACCEPTANCE
This offer, as an undertaking of
TRANSBOTICS, must be executed by CUSTOMER on
the signature page below and returned to
TRANSBOTICS within 60 days from the
Effective Date appearing above in order to
be validly accepted. When executed by
both parties hereto, this offer will become
a binding and enforceable agreement
between CUSTOMER and TRANSBOTICS (together
with the Functional Specifications,
as defined below, and the other Sections of
TRANSBOTICS' proposal, this
"Agreement"), setting forth the entire
agreement between them, and will
supersede, and merge all other agreements,
offers, requests for proposal,
quotations, proposals, acknowledgments,
purchase orders, invoices, negotiations,
or representations, whether written or
oral, made by them pertaining to the
subject matter hereof. Such Agreement may
not be amended or modified in any
manner except in the form of a written
agreement executed by CUSTOMER and
TRANSBOTICS. The TRANSBOTICS System (as
defined below) is sold pursuant to the
terms and conditions of the Agreement
whether acceptance of this offer occurs as
provided herein by execution by TRANSBOTICS
and CUSTOMER, by receipt of a
purchase order or acknowledgment, or by
action of the parties hereto. No
language contained in any purchase order or
other CUSTOMER documents will be
effective to supplement or alter the terms
and conditions of this offer unless
accepted in writing by a senior executive
officer of TRANSBOTICS. Any different
or supplemental terms in CUSTOMER'S
documents are hereby objected to.
DELIVERABLES
Subject to the terms and conditions set
forth herein, TRANSBOTICS will deliver
the following products and services to
CUSTOMER (collectively, the "TRANSBOTICS
System"):
The hardware products developed by
TRANSBOTICS and specified in TRANSBOTICS'
proposal.
The software products developed by
TRANSBOTICS and specified in TRANSBOTICS'
proposal (the "TRANSBOTICS Software") (the
TRANSBOTICS Hardware and the
TRANSBOTICS Software are collectively
referred to herein as the "TRANSBOTICS
Products").
The software and hardware products
developed by persons or entities other than
TRANSBOTICS and specified in TRANSBOTICS'
proposal (the "Integrated Products").
The services to be rendered by TRANSBOTICS
and specified in TRANSBOTICS'
proposal (the "TRANSBOTICS Services").
Subject to the terms and conditions set
forth herein, CUSTOMER will deliver the
hardware and software products and related
accessories and documentation for the
development, testing and acceptance of the
TRANSBOTICS System and/or in
connection with the TRANSBOTICS Services in
accordance with the provisions under
the paragraph "CUSTOMER FURNISHED PRODUCTS"
below (collectively, the CUSTOMER
Furnished Products").
DEFINITIONS
In addition to the terms defined elsewhere
in this Agreement, the following
terms shall have the meanings assigned to
them below:
"Acceptance" shall have the meaning
assigned to such term in the paragraph
"ACCEPTANCE" below.
"Functional Specifications" shall have the
meaning assigned to such term in the
paragraph "Scope of Supply" below, together
with any modifications or additions
thereto in accordance with this
Agreement.
"Purchase Price" shall mean the aggregate
purchase price due from CUSTOMER to
TRANSBOTICS mutually agreed to by the
parties in writing in exchange for the
TRANSBOTICS System provided by TRANSBOTICS
to CUSTOMER hereunder.
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"System Specifications" shall mean the
specifications set forth in the
TRANSBOTICS' proposal.
"Warranty Period" shall mean the period
commencing on the date of Acceptance and
ending at the close of business on the date
that is one (1) year after the date
of Acceptance.
SCOPE OF SUPPLY
The System Specifications described in
TRANSBOTICS' proposal shall preliminarily
define the scope of supply. Upon CUSTOMER'S
acceptance of this offer,
TRANSBOTICS will prepare, with CUSTOMER'S
cooperation and assistance, detailed
functional specification (Functional
Specifications) based on the System
Specifications. Once completed, the
Functional Specifications shall be mutually
agreed upon by CUSTOMER and TRANSBOTICS in
writing, and shall include the
complete and exclusive specifications for
defining the TRANSBOTICS System to be
provided by TRANSBOTICS, shall govern the
development, installation, and
acceptance thereof, and shall further
include a listing of and specifications
for all CUSTOMER Furnished Products,
including associated accessories and
related services necessary for such
development, installation and acceptance.
The System Specifications and the
Functional Specifications shall be based upon
information provided by CUSTOMER, who shall
be totally responsible for the
accuracy and completeness of such
information. In the event that, subsequent to
the Effective Date, the information
provided by CUSTOMER in connection with this
Agreement is reasonably determined by
TRANSBOTICS to be inaccurate or
incomplete, or in the event that CUSTOMER
requests a change in the System
Specifications or Functional
Specifications, TRANSBOTICS reserves the right to:
(i) stop work until CUSTOMER and
TRANSBOTICS have agreed upon revised System
Specifications or revised Functional
Specifications and an equitable price
adjustment and/or a revised delivery
schedule; or (ii) terminate this Agreement.
SOFTWARE LICENSE
Grant of License to TRANSBOTICS Software:
Upon Acceptance of the TRANSBOTICS
System, TRANSBOTICS and CUSTOMER agree to
be legally bound by the Software
License Agreements set forth in
TRANSBOTICS' proposal (if applicable) (the
"Software License Agreements"), pursuant to
which TRANSBOTICS grants to CUSTOMER
a license to use the TRANSBOTICS Software
in accordance with the terms and
conditions set forth therein.
Ownership: All aspects of the TRANSBOTICS
Software (including, without
limitation, programs and methods of
processing) provided to CUSTOMER under the
Software License Agreements shall remain
the sole and exclusive property of
TRANSBOTICS or its licensors.
Third Party Software: All software products
constituting a part of the
Integrated Products shall be purchased by
TRANSBOTICS on CUSTOMER'S behalf, and
such software products shall be licensed by
CUSTOMER directly from the third
party licensors from which they were
purchased by TRANSBOTICS upon such terms
and conditions provided in the license
agreements provided by such licensors
CUSTOMER. Any license fees due licensors
under such license agreements shall be
included in the Purchase Price.
Restrictions: CUSTOMER shall not attempt to
decompile or otherwise reverse
engineer the TRANSBOTICS Software. All
copies of the TRANSBOTICS Software must
bear copyright and other proprietary rights
notices included in or on the
original copy of each TRANSBOTICS Software.
CUSTOMER shall have no rights with
respect to the source code of the
TRANSBOTICS Software.
TITLE; RISK OF LOSS
TRANSBOTICS retains title to, and software
license rights of, each of the
components of the TRANSBOTICS System (other
than the software constituting a
part of the Integrated Products) until the
Purchase Price is paid in full. Risk
of loss of the TRANSBOTICS System will pass
to CUSTOMER at TRANSBOTICS' shipping
dock on "F.O.B. TRANSBOTICS' plant site"
shipments. If CUSTOMER is unable to
accept delivery of the TRANSBOTICS System
in accordance with the shipment
schedule mutually agreed to by the parties
in writing, TRANSBOTICS will store
the TRANSBOTICS System for a reasonable
period of time. Costs related to such
storage (including insurance) shall be
borne by CUSTOMER. Invoices for such
stored products will be issued by
TRANSBOTICS to CUSTOMER the date such stored
products are placed in storage, including
applicable freight charges.
It will be the responsibility of CUSTOMER
to immediately notify TRANSBOTICS on
"F.O.B. destination" shipments (in case of
TRANSBOTICS' agreement to such
shipping terms) of any shipping damage to
the TRANSBOTICS System and to note
such damages on the shipping documents
prior to accepting the products. Failure
to comply with this requirement will
absolve TRANSBOTICS from any shipping
damage claims.
SECURITY INTEREST
CUSTOMER hereby grants to TRANSBOTICS a
security interest in each of the
components of the TRANSBOTICS System sold
and/or delivered to CUSTOMER under
this Agreement, including any proceeds
thereof (whether cash or non-cash,
tangible or intangible) received from the
sale, exchange, transfer, collection
or other disposition or substitution of
such components (collectively, the
"Collateral"), in order to secure payment
of the Purchase Price. Until the
occurrence of a default by CUSTOMER of it's
obligation to pay any part of the
Purchase Price, however, CUSTOMER shall
have the right to use the Collateral and
to take other action with respect to the
Collateral. Upon satisfaction and
payment of the Purchase Price as provided
herein, the security interest in the
Collateral created above, and all rights
under this paragraph "SECURITY
INTEREST" granted to TRANSBOTICS shall be
released and all the estate, right,
title, interest, claim and demand of
TRANSBOTICS in and to the Collateral shall
revert to CUSTOMER. CUSTOMER shall maintain
insurance against casualty, loss,
fire, or theft of the TRANSBOTICS System
for so long as the security interest is
in effect.
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PAYMENTS
The Purchase Price shall be payable in
installments as provided in the payment
schedule as referenced in TRANSBOTICS'
proposal. Payments are due within thirty
(30) days of the respective invoice date.
CUSTOMER shall have no right to offset
any cost against any TRANSBOTICS invoice.
CUSTOMER will have no right to delay
payments due to non-payments by its
customers. The Purchase Price is payable in
United States currency and any overdue
payments thereof will bear interest at
2.0% per month (24% per year), or the
maximum rate permitted by law, whichever
is less.
TAXES
Any taxes which TRANSBOTICS may be required
to pay and does pay under any
existing and future law upon or with
respect to the sale, purchase, delivery,
storage, processing, use, consumption,
licensing or transportation of any of the
products or services covered by this
Agreement shall be deemed to have been so
paid for the account of CUSTOMER who shall
promptly pay the amount thereof to
TRANSBOTICS upon demand, provided, however,
that this paragraph "TAXES" shall
not apply if CUSTOMER furnishes to
TRANSBOTICS a valid tax exemption certificate
in form acceptable to the appropriate
taxing authority.
SCHEDULE
TRANSBOTICS and CUSTOMER will mutually
agree in writing upon project start and
delivery of the TRANSBOTICS System for
acceptance testing, and performance
milestones (including dates of deliveries,
installations and acceptance
testing). CUSTOMER and TRANSBOTICS shall in
good faith exercise all reasonable
efforts to conform to such schedule in
performing their respective obligations
under this Agreement.
WARRANTIES
Design Warranty: TRANSBOTICS warrants to
CUSTOMER that TRANSBOTICS Hardware will
be free from defects in design during the
Warranty Period (as defined in
paragraph "DEFINITIONS" above), except to
the extent CUSTOMER provides or
dictates a certain design.
Materials and Workmanship Warranty:
TRANSBOTICS warrants to CUSTOMER that the
TRANSBOTICS Hardware will be free from
defects in material and workmanship
during the Warranty Period.
TRANSBOTICS Software: EXCEPT AS SET FORTH
IN THE SOFTWARE LICENSE A
