Exhibit 10.41
AMENDMENT ONE
To
DISTRIBUTION SERVICES AGREEMENT
Between
Aviall Services, Inc.
and
ROLLS-ROYCE CORPORATION
WHEREAS the Parties have entered into a
Distribution Services Agreement A01-596, effective, December 17,
2001, and
WHEREAS, pursuant to Section 27, page 30,
Amendments, the Parties are agreeable to making changes to the
Agreement, and
NOW THEREFORE, the parties agree as
follows:
Section 5. (a)(1) Terms of Sale, Page
10 – Please delete
paragraph (1) in its entirety and replace with the
following:
“Annually, individual suggested list
prices may be changed, however, the Company guarantees that on
average, suggested list prices for all active T56 products will
increase a minimum ***% per year. The Company must give Service
Provider written notice of annual price changes at least 90 days
before the increase takes effect. Service Provider orders placed in
a given year but scheduled for delivery in the next year will be at
the price in effect at time of delivery and subject to the annual
price increase. However, Service Provider orders scheduled for
delivery in a given year but not delivered until the next year will
be price protected at the previous year’s price.
The Company may reevaluate and increase
suggested list prices on a quarterly basis but only if it first
gives Service Provider written notice of any increase at least 90
days before the price increases takes effect. The price to Service
Provider for all items of Product ordered before receipt of notice
by Service Provider and for all items of Product ordered after
receipt of notice by Service Provider but which are deliverable by
Company under established lead times before the date of the price
increase, shall be at the price applicable prior to the price
increase.”
Section 5. (c) Terms of Sale, Page 10
– Please delete paragraph (c)
in its entirety and replace with the following:
“Payment terms from the Service Provider
due the Company are *** days from receipt of Product or date of
invoice, whichever is later. Service Provider will make payments
twice monthly (second Friday and last Friday) for all amounts due
in accordance with Exhibit R. If payment is not received by Company
in accordance with this Section, the Company shall be entitled to
charge a late payment fee at the rate of ***% per day, or the
maximum allowable by law, of any past due amount, on any Purchase
Order undisputed in good faith. All payments hereunder shall be
made in U.S. dollars or such other currency which may be agreed
upon.”
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY
AVIALL, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL
PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS
DOCUMENT WITH “***”.
Section 5. (f) Terms of Sale, Page 10
– Please delete paragraph (f)
in its entirety and replace with the following:
“Payment terms for any amounts due Service
Provider by Company are *** days from date Service Provider ships
Product on Rolls-Royce’s behalf. Company will make payments
twice monthly (second Friday and last Friday) for all amounts due
in accordance with Exhibit R. If payment is not received by the
Service Provider in accordance with this Section, the Service
Provider shall be entitled to charge a late payment fee at the rate
of ***% per day, or the maximum allowable by law, of any past due
amount, on any Purchase Order undisputed in good faith. All
payments hereunder shall be made in U.S. dollars or other such
currency which may be agreed upon.”
Section 6. (b) Delivery Terms, Page
11 – Please delete
paragraph (b) in its entirety and replace with the
following:
“If the Company does not deliver Products
within *** days of the delivery date as specified in a Purchase
Order accepted by the Company, Service Provider has the right to
(i) cancel the Purchase Order with evidence of customer
cancellation of an order of such Product (or the portion of the
Purchase Order equal to any amount cancelled by customer) from
Service Provider, or (ii) extend the delivery date to a later date.
The extended delivery date must be within six months of the
originally scheduled delivery date. Service Provider has the right
to cancel the Purchase Order if delivery is not mad
