EXHIBIT 10.1
SUPPLY
AGREEMENT
This Supply Agreement (the "Agreement") made as of this the
Effective Date (defined below) AMX, LLC a Delaware Limited
Liability company with its principal place of business at 3000
Research Drive, Richardson, Texas 75082 (the "Customer"), and
BEST CIRCUIT BOARDS , INC. , a Texas
corporation (the "Supplier").
RECITALS
WHEREAS, the Customer and the Supplier desire that the Supplier
shall act as the exclusive supplier of printed circuit boards as
more particularly described on Exhibit A (the "Product") for the
Customer under the terms and conditions of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises and
covenants expressed herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
SECTION 1.
PURPOSE.
The purpose of this Agreement is to establish a relationship
between the Customer and the Supplier for the supply of Product.
The initial requirements of the Product are set forth on Exhibit A.
The requirements of the Product may be modified and supplemented
from time to time in accordance with Section 3.2 through the
preparation of a new Exhibit A dated after the Effective Date of
this Agreement and executed by the parties hereto.
TERM OF AGREEMENT .
1.1 The term of this Agreement (the "Term") shall commence on
the Effective Date and shall continue through the Original
Termination Date as set forth on Exhibit A unless sooner terminated
as provided herein.
1.2 Notwithstanding anything to the contrary in Section 2.1,
above, this Agreement shall be automatically deemed renewed for
successive Two (2) year term (each, a "Termination Date"), unless
terminated by either party by written notice to the other party at
least thirty (30) days prior to the Original Termination Date or
each succeeding Termination Date.
SECTION 2. MANUFACTURING AND SUPPLY OF
PRODUCT .
2.1 The Supplier agrees to manufacture or have manufactured
Product for and on behalf of the Customer which Product will be
made according to the
Customer's specifications and in accordance with the purchase
orders submitted by the Customer and/or Customer's contract
manufacturer from time to time during the Term of this
Agreement.
2.2 The Customer shall be entitled to amend the specifications
for Product as it develops improved or alternative Product;
provided that the Supplier, in all cases, shall receive advance
notice of any changed specifications, and shall be allowed
reasonable time, in working with the Customer and its
representatives, to develop whatever additional or modified process
that may be necessary to manufacture the new or improved Product in
accordance with such changed specifications.
2.3 The Customer and its representatives, at their sole cost and
expense, shall have the right to inspect the manufacturing process
during normal business hours at the manufacturing plant of the
Supplier or its subcontractors, which plant may be overseas. The
failure to inspect shall not be deemed a waiver of any of the
rights of the Customer. The Customer shall notify the Supplier of
its intention to inspect at least ten (10) business days in
advance, upon each occasion when it desires to exercise its rights
under this paragraph.
SECTION 3.
ORDERS
3.1 The Customer shall submit periodic and estimated annual
usage of Product, which estimated annual usage may be reviewed
quarterly and adjusted as necessary by the Customer and the
Supplier. The estimated annual usage provided by the Customer shall
include such information as may be necessary to enable the Supplier
to properly plan the manufacture of the Product. Commencing the
fourth calendar quarter of 2006, the Supplier will have
manufactured approximately twenty-five percent (25%) of the
estimated annual usage during each calendar quarter of this
Agreement. The Supplier shall further maintain an adequate and
balanced level of Product inventory which may be necessary to
enable the Supplier to promptly fulfill purchase orders from the
Customer and/or Customer's contract manufacturer. If adequate
supply is not maintained, Supplier agrees to manufacture Product
locally in Texas.
3.2 With respect to each individual order by the Customer for
Product, the Customer and/or Customer's contract manufacturer shall
submit a written purchase order to the Supplier. Each order shall
include: (a) the quantity and description of the Product to be
purchased; (b) the requested delivery dates therefor; (c) shipping
and insurance instructions; and (d) any other information that the
Customer and/or Customer's contract manufacturer deems necessary or
desirable in light of the
circumstances of the order. The Supplier shall accept purchase
orders issued to it by the Customer and/or Customer's contract
manufacturer by written notification to the Customer within five
(5) business days after receipt of each such order. All orders
which are consistent with prior ordering patterns shall be deemed
accepted five (5) business days after receipt, unless rejected for
reasons permitted herein. Purchase orders for Product in excess of
historic quarterly usage may be accepted by the Supplier provided
that the Customer and/or Customer's contract manufacturer agrees to
pay expedited or premium prices for such Product if incurred by the
Supplier. The Supplier will package and ship all quantities of
Product ordered from it by the Customer and/or Customer's contract
manufacturer hereunder in accordance with the Customer's and/or
Customer's contract manufacturer instructions.
3.3 Notwithstanding anything to the contrary contained in this
Section 4, in the event that the Customer shall not have submitted
purchase orders to the Supplier for Product which the Supplier has
held in inventory for at least ninety (90) days, the parties agree
that, on the ninety-first (91 st ) day any such Product
is held, the Supplier shall ship such Product to the Customer in
accordance with the shipping and insurance instructions most
recently received by the Supplier for the most recent purchase
order fulfilled.
SECTION 4.
PRICING
The purchase price paid by the Customer and/or Customer's
contract manufacturer for the Product ordered by the Customer shall
be at the prices set forth on Exhibit A attached hereto and
incorporated herein by reference, plus all applicable taxes and
shall be subject to the Supplier's standard terms and conditions.
Any terms of any purchase orders which shall conflict with the
terms and provisions of this Agreement shall be of no force and
effect and the provisions of this Agreement shall in all cases
control the relationship between the parties. Additionally, the
Customer shall reimburse the Supplier for any governmental tariffs
or taxes imposed on the import/export of Product from foreign
countries.
SECTION 5.
PAYMENTS
5.1 Payment for all orders shall be due in full within thirty
(30) days following the date of invoice. All orders shall be sold
F.O.B. Wylie, Texas. In case of manufacturing outside the United States, the Customer and
the Supplier shall enter into mutually acceptable agreements with
regard to delivery terms. Notwithstanding the destination for
shipment and delivery of any orders, all invoices shall be directed
to the Customer and/
