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EXHIBIT 10.17
OKI DATA AMERICAS, INC. - OEM SALES AGREEMENT
Transact Technologies Inc., with a location at 7 Laser Lane,
Wallingford, CT
06492 (hereinafter "Customer") agrees to purchase and Oki Data
Americas, Inc.,
with a location at 2000 Bishops Gate Boulevard, Mt. Laurel, New
Jersey
08054-4620 (hereinafter "Oki Data") agrees to sell the printer kits
and related
consumables (hereinafter "Products") indicated in Exhibit A, and
spare parts for
Products (hereinafter "Spare Parts") indicated in Section 17 herein
based on the
terms and conditions of this Agreement.
1. TERM OF
AGREEMENT
The term of this Agreement shall be one (1) year commencing on June
8, 2005
(hereinafter "Effective Date") and shall automatically renew for
additional one
(1) periods unless terminated by either party as follows: (i) by
providing
written notice at least thirty (30) days prior to the end of then
current term,
or (ii) in accordance with the provisions of Section 9 herein.
2. CUSTOMER
ORDERS
Purchases of Product and Spare Parts by Customer will be made
through individual
written purchase orders (hereinafter "Purchase Orders") issued to
and accepted
by Oki Data. Purchase Orders for Products may be issued to Oki Data
for either
of the following purposes as specified by Customer:
A.
Safety Stock Order Requirement - Products ordered for this purpose
will
be
initially delivered to Oki Data's warehouse in Mt. Laurel, NJ and
held
at
that location pending subsequent release orders (hereinafter
"Release
Order(s)") by Customer to have the Products delivered to
Customer's
location at 20 Bomax Drive, Ithaca, NY 14850 (hereinafter
"Designated
Location"). Customer must issue a Release Order to take delivery of
all
Products remaining in Safety Stock by March 31 of any calendar
year.
B.
Regular Order Requirement - Products ordered for this purpose will
be
shipped directly to Designated Location.
C.
Annual Order for Stock Balancing Printer Kits (Refer to Exhibit A)
-
Products ordered for this purpose will be shipped directly to
Designated
Location.
3. QUANTITY OF
PRODUCT
During each then current term of this Agreement, Customer
anticipates purchasing
an annual total of [*] printer kits from Oki Data.
4. PRICES, ORDER
QUANTITIES, AND DELIVERY TERMS
A.
The unit prices and order quantities for Products are as set forth
in
Exhibit A. Such prices are based on the delivery term "FOB Oki
Data's
Designated Shipping
[*] Confidential
treatment requested.
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OKI DATA AMERICAS, INC. - OEM SALES AGREEMENT
Facility (Mt. Laurel, NJ)". Under this delivery term, Customer will
be
responsible for all freight and transportation costs on a "freight
collect"
basis. Risk of loss and title to all Products will pass to Customer
upon
deliver to Customer's carrier at Oki Data's Shipping Facility. Oki
Data may
change the unit price and/or order quantities by providing Customer
with at
least one-hundred eighty (180) days advance written notice of any
such
change.
B.
The unit prices and order quantities for Spare Parts shall be as
set
forth in Section 17 herein. Such prices are based on the delivery
term "FOB
Oki
Data's Designated Shipping Facility (Mt. Laurel, NJ)". Under
this
delivery term, Customer will be responsible for all freight and
transportation costs on a "freight collect" basis. Risk of loss and
title
to
all Spare Parts will pass to Customer upon deliver to Customer's
carrier
at
Oki Data's Shipping Facility.
C.
Oki Data warrants that the prices, terms and conditions offered
under
this
Agreement are no less favorable than those offered to other OEM
customers of Oki Data buying similar products in similar
quantities. Should
Oki
Data decrease the price of like products to its other OEM
customers,
any
such decrease will be passed on to the Customer to the extent that
Oki
Data
offers the same price reduction to its other customers, procuring
the
same
volumes and who are similarly situated. Price decreases do not
include
marketing programs or price changes that Oki Data may offer through
its
other channels of distribution, including, but not limited to,
spiffs,
rebates, one time offers and or marketing incentives.
5. DELIVERY LEAD
TIMES & ORDER CANCELLATION
A.
Deliveries pursuant to each Purchase Order for Products, applicable
to
either Safety Stock or Regular Order Requirements, shall be made on
a best
effort basis and typically within one hundred and twenty (120) days
after
receipt of such Purchase Order by Oki Data. Deliveries from Safety
Stock to
Designated Location shall be made within five (5) business days of
Oki
Data's receipt of Customer's Release Order.
B.
Deliveries pursuant to each Purchase Order for Spare Parts shall be
made
on a
best effort basis and typically within thirty (30) days after
receipt
of
such Purchase Order by Oki Data.
C.
All Purchase Orders issued by Customer can not be cancelled except
if
Customer Provides Oki Data with a written cancellation request
within five
(5)
business days of the Purchase Order date.
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Oki Data Americas, Inc. - OEM Sales Agreement
6. CUSTOMER
FORECASTS
By the tenth (10th) day of each calendar month, Customer shall
furnish to Oki
Data a written non-binding forecast of its requirements for
Products for the
ensuing twelve (12) month period.
7. PAYMENT
A.
Payment for Products and Spare Parts purchased hereunder shall be
made
by
Customer within thirty (30) days from Oki Data's invoice date.
Interest
shall accrue thereafter at the rate of one and one-half (1.5%)
percent per
month on the unpaid balance.
B.
Prices for Products and Spare Parts are exclusive of any sales,
use,
property, and like taxes. Any such tax Oki Data may be required to
collect
or
pay upon the sale or delivery of the Products or Spare Parts shall
be
promptly reimbursed by Customer.
8. PATENT
INDEMNITY
A.
Oki Data shall defend or settle any suit or proceeding brought
against
Customer to the extent that such suit or proceeding is based on a
claim
that
Products manufactured to Oki Data's design and purchased
hereunder
constitute an infringement of an existing United States Patent,
provided
Oki
Data is notified promptly in writing and given complete
authority,
information and assistance required for defense of same, and Oki
Data shall
pay
all damages and costs awarded as a result thereof against Customer.
Oki
Data, however, shall not be responsible for any cost, expense,
or
compromise incurred or made by Customer without Oki Data's prior
written
consent.
B.
In the event any Product furnished hereunder is, in Oki Data's
opinion,
likely to or does become the subject of a claim of infringement of
a
patent, Oki Data may,
at its option and expense, procure for Customer the
right to continue using the Product, replace same with a
non-infringing
Product of similar capability, or modify the Product so it
becomes
non-infringing. If, in Oki Data's opinion, none of the
foregoing
alternatives is reasonably available to Oki Data, Oki Data may
terminate
this
Agreement forthwith by written notice to Customer and, upon return
or
disposal of the Product in accordance with the written instructions
of Oki
Data, refund the price paid by Customer, less straight line
depreciation on
the
basis of a
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Oki Data Americas, Inc. - OEM Sales Agreement
five
(5) year life of the Product.
C.
Oki Data shall have no responsibility or liability for any claim
of
infringement (i) arising out of the use of its Products in
combination with
non-Oki Data products, or (ii) if such infringement arises out of
Products
manufactured to Customer's design, or (iii) if such infringement
arises as
a
result of a customer modification to the Produ
