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EXHIBIT 10.8
PRODUCT AGREEMENT
This Agreement, effective the _____ day of October, 1990, is entered
into by and between
Raster Graphics, Inc. a California corporation having principal offices
at 285 N. Wolfe Road, Sunnyvale, California 94086 ("RGI"), and
Oce Graphics France S.A., a French corporation having principal offices
at 1, rue Jean Lemoine, 94003 Creteil Cedex, France ("Oce").
WHEREAS, RGI is engaged in the development, engineering, manufacturing,
sales and distribution of color electrostatic plotters having characteristics
not available in Oce's current product line, and related supplies and spare
parts, which RGI desires to market and sell through Oce's distribution network
on an exclusive basis in the Exclusive Territory defined below and on a
non-exclusive basis in the Non-Exclusive Territory defined below; and
WHEREAS, Oce is engaged in the sales, marketing, distribution and
servicing of printers and plotters manufactured by Oce and others, and Oce
desires to enhance its product line by distributing RGI's color electrostatic
plotters and related supplies and spare parts, on an exclusive basis in the
Exclusive Territory defined below and on a non-exclusive basis in the
Non-Exclusive Territory defined below, and to service such plotters.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained in this Agreement, the parties agree as
follows:
1. Definitions
1.1 "Exclusive Territory" means the countries identified
as such in Exhibit F.
1.2 "Foreign OEM Corporation" means a seller of OEM Systems
which maintains its corporate headquarters outside of the Exclusive Territory.
1.3 "Nonexclusive Territory" means all countries and regions
of the world not included in the Exclusive Territory or the Reserved Territory.
1.4 "OEM System" means a system produced by or for a Foreign
OEM Corporation which includes hardware and software elements in addition to a
Product, and in which such hardware and software elements represent a
significant augmentation of the Product, based on an objective examination of
such factors as functionality and performance.
1.5 "New Plotter" means a color electrostatic plotter system
of a type meeting specifications other than those set forth in Exhibit D.
1.6 "Plotter" means a color electrostatic plotter system of a
type listed in Exhibit D.
1.7 "Products" means Plotters, Supplies and Spare Parts.
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1.8 "Product Modification" means a modification to a Product
which does not affect the conformance of the Product to its specifications as
defined in Exhibit D.
1.9 "Reserved Territory" means the countries identified as
such in Exhibit F.
1.10 "Spare Parts" means replacement parts for the Plotters.
1.11 "Supplies" means consumables intended for use with the
Plotters, including those listed in Exhibit D.
1.12 "Territory" means the Exclusive Territory and the
Nonexclusive Territory.
1.13 "Effective Date" means the date first given above.
1.14 "First Year" means a period beginning with the Effective
Date and ending fifteen (15) months after acceptance by Oce of the tenth (l0th)
Plotter purchased by Oce under this Agreement.
1.15 "Second Year" means a twelve (12) month period
immediately following the First Year.
1.16 "Subsequent Year" means a twelve (12) month period
beginning on the anniversary date of the Second Year.
1.17 "Year" means the First Year, the Second Year or a
Subsequent Year.
2. Appointment
2.1 Grant of Rights. RGI hereby grants to Oce and Oce hereby
accepts a limited nontransferable right and license to purchase, resell,
distribute, advertise, market and solicit sales of, and service, the Products.
Oce may exercise such right and license directly, and indirectly through Oce's
distributor, dealer and service networks. Oce shall take all lawful and
reasonable measures to prevent sales in the Reserved Territory by third-party
resellers of Products obtained through Oce.
2.2 Scope of Rights. Oce's right and license shall be
nonexclusive within the Nonexclusive Territory and exclusive within the
Exclusive Territory, and shall be subject to the Exceptions and Conditions
stated below. Oce shall not advertise, market, or solicit sales of the Products
within the Reserved Territory without the prior written consent of RGI. Upon
request of Oce, RGI will review with RGI's distributor for the Reserved
Territory, Mitsui Comtek, the possibility of granting distribution rights to Oce
under this Agreement to advertise, market and solicit sales of the Products in
the Reserved Territory countries of Singapore, Hong Kong, Taiwan, the People's
Republic of China and South Korea.
2.3 Exceptions to and Enforcement of Exclusive Rights. RGI may
authorize Foreign OEM Corporations to sell OEM Systems in the Exclusive
Territory, provided that RGI shall take all lawful and reasonable measures by
contract and otherwise to procure the sales of the
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Products in OEM Systems through Foreign OEM Corporations in the Exclusive
Territory and to prevent sales of the Products in the Exclusive Territory other
than through Oce or in OEM Systems sold by Foreign OEM Corporations. Oce shall
be entitled to compensating payment from RGI for sales of Products in the
Exclusive Territory other than sales of Products through Oce or as part of OEM
Systems sold by a Foreign OEM Corporation, such compensating payment to be
twenty percent (20%) of the sum of the number of Plotters multiplied by the
price paid by Oce for the Plotters.
2.4 Conditions to Exclusive Rights. As a condition to
maintaining its exclusive rights, Oce shall place orders requesting delivery of
Plotters within each Year in the "Exclusive Minimum" defined in Exhibit G.
Orders in excess of the "Exclusive Minimum" for a given Year will be credited
against the "Exclusive Minimum" for the succeeding year. All Products sold in
the Exclusive Territory by Foreign OEM Corporations shall be deemed to be part
of the "Exclusive Minimum" defined in Exhibit G.
2.5 Conversion of Exclusive Rights. If Oce fails to place firm
orders for the "Exclusive Minimum" for a given Year, RGI may give written notice
to Oce of RGI's intent to convert the Exclusive Territory to Non-Exclusive
Territory. Such notice shall include RGI sales data justifying the conversion,
and offer Oce a stated period of not less than thirty (30) days in which to
place firm orders to meet the "Exclusive Minimum" for such Year. If at the end
of the stated period Oce has not placed firm orders to meet the "Exclusive
Minimum" for such Year, RGI may upon notice to Oce convert the Exclusive
Territory to Non-Exclusive Territory.
2.6 Conditions to Non-Exclusive Rights. As a condition to
maintaining its nonexclusive rights, Oce shall place orders requesting delivery
of Plotters within each Year in the "Non-Exclusive Minimum" defined in Exhibit
G. Orders in excess of the "Non-Exclusive Minimum" for a given Year will be
credited against the "Non-Exclusive Minimum" for the succeeding year. All
Products sold in the Exclusive Territory by Foreign OEM Corporations shall be
deemed to be part of the "Non-Exclusive Minimum" defined in Exhibit G.
2.7 Termination of Non-Exclusive Rights. If Oce fails to place
firm orders for the "Non-Exclusive Minimum" for a given Year, RGI may give
written notice to Oce of RGI's intent to terminate Oce's right and license to
purchase, resell, distribute, advertise, market and solicit sales of the
Plotters. Such notice shall include RGI sales data justifying such termination,
and offer Oce a stated period of not less than thirty (30) days in which to
place firm orders to meet the "Non-Exclusive Minimum" for such Year. If at the
end of the stated period Oce has not placed firm orders to meet the
"Non-Exclusive Minimum" for such Year, RGI may upon notice to Oce terminate
Oce's right and license with respect to the Plotters. Such termination shall not
terminate Oce's right and license to purchase, resell and distribute Spare Parts
and Supplies for the Plotters or to service the Plotters or to sell existing
inventory of Plotters.
2.8 Reports to Oce. Not less than one month prior to the end
of each Year, RGI shall provide Oce in writing with information (such as
detailed RGI estimates of worldwide Product sales) sufficient for Oce to
estimate the Exclusive Minimum and Non-Exclusive Minimum for the succeeding
Year. After the First Year, RGI shall, by the tenth (10th) business day
following each three-month period, provide Oce in writing with information (such
as detailed
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actual quantifies of RGI's worldwide orders and sales of Products for such
three-month period), sufficient for Oce to determine its performance
Year-to-date against the Exclusive Minimum and Non-Exclusive Minimum.
Information provided in the form indicated in Exhibit G shall be deemed
sufficient for such purposes.
2.9 Audit. Upon written request of Oce and during normal RGI
business hours, RGI shall permit its records to be audited by an independent,
third-party of Oce's choosing, to the extent necessary to verify calculation of
the Exclusive Minimum and Non-Exclusive Minimum. Oce shall pay the cost of such
audit, and shall be promptly reimbursed by RGI for such cost if a discrepancy of
more than five percent (5%) of the amount of an Exclusive Minimum or
Non-Exclusive Minimum is uncovered in the audit.
3. Terms of Purchase and Sale.
3.1 No Inconsistent Terms. All Product purchases under this
Agreement shall be subject to the terms and conditions of this Agreement, except
as otherwise agreed in a writing signed by an officer of RGI and an officer of
Oce. RGI and Oce hereby waive any inconsistent terms contained in any purchase
order or order acknowledgement or similar document issued pursuant to this
Agreement.
3.2 Prices.
3.2.1 Prices and Discounts. All Product prices to Oce
shall be as stated in RGI's standard U.S. Price List for the same or
substantially similar products, set forth in Exhibit A, less applicable
discounts as set forth in Exhibit B. Prices shall include delivery on the terms
provided in this Agreement, and packing for shipment in accordance with the
specifications of Exhibit D or, in the absence of such specifications, in a
manner suitable for overseas air freight shipment.
3.2.2 Price Changes. Upon not less than thirty (30)
days' written notice to Oce, RGI may increase and shall decrease prices to Oce
consistent with changes to RGI's standard U.S. Price List for the same or
substantially similar Products; except that, RGI shall not increase Product
prices other than Spare Parts and Supplies prices until the end of the one (1)
year period commencing on the date of the first shipment of a Plotter to Oce
under this Agreement. Price increases shall not apply to any purchase quantities
ordered before the effective date of the price increase. Price decreases shall
apply to all purchase quantities ordered by Oce but not shipped by RGI prior to
the effective date of the price decrease.
3.2.3 Taxes. Product prices do not include any
federal, state or local governmental taxes and duties applicable to the purchase
and sale. Oce shall bear all such taxes (specifically excluding taxes on the
income of RGI) or duties that may be applicable to the purchase and sale. When
RGI has the legal obligation to collect such taxes or duties, a corresponding
amount shall be added to Oce's invoice and paid by Oce, unless Oce provides RGI
with a valid tax exemption certificate authorized by the appropriate taxing
authority.
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3.3 Sole Remuneration. The difference between Oce's purchase
price and Oce's selling price to its customers will be Oce's sole remuneration
for sale of the Products.
3.4 Equitable Treatment. RGI may offer to third parties terms
and conditions of Product purchase and sale which are the same as or different
from those provided in this Agreement. However, RGI shall offer to Oce terms and
conditions comparable to those offered as from the date of this Agreement to any
Foreign OEM Corporation(s), subject to Oce's acceptance of other terms and
conditions also accepted by the third party which may be less advantageous to
Oce than those provided in this Agreement.
3.5 Order Forecasts. Annually on October 1, Oce shall notify
RGI in writing of Oce's forecast of Product sales for the succeeding calendar
year. By the tenth (l0th) business day of each calendar month (commencing not
less than thirty days after the Effective Date), Oce shall notify RGI in writing
of Oce's forecast for Product purchase orders for the succeeding six (6)
calendar months, specifying the quantity of each Product for each such month.
3.6 Firm Order Commitments.
3.6.1 Initial Orders. Oce shall place firm initial
orders with RGI for Products in the quantities and on or before the dates set
forth in Exhibit I. Notwithstanding provisions in this Agreement for
rescheduling of deliveries, the delivery dates for such orders may not be
extended beyond the dates set forth in Exhibit I.
3.6.2 Forecast Commitments. Oce's forecasts shall be
non-binding, except that Oce shall during each calendar month place firm orders
with RGI for not less than fifty percent (50%) of the quantifies of Products
forecast for such month in Oce's forecast notified to RGI during the immediately
preceding month.
3.7 Orders. All orders for Products submitted by Oce shall be
by written purchase orders sent to RGI not less than ninety (90) days prior to
the first day of the requested month of delivery, and requesting delivery dates
within one hundred twenty (120) days from the date of the purchase order and
during the term of this Agreement. An order initially transmitted to RGI by
telefax shall be deemed received by RGI upon transmission, provided that a
confirming written purchase order is received by RGI within ten (10) days of the
date of transmission. All orders will specify the Products ordered by
description and by Product numbers assigned by RGI (if any), quantity of each
Product, requested delivery date(s), and any other information reasonably
requested by RGI.
3.8 Order Acceptance. RGI shall, within fifteen (15) days
following receipt of an order placed under this Agreement, notify Oce in writing
of RGI's acceptance or rejection of the order; an order not accepted or rejected
within such time shall be deemed accepted in the quantities stated and with
delivery dates assigned as requested in such order. An acceptance initially
transmitted to Oce by telefax shall be deemed received by Oce upon transmission.
A confirming written acceptance will be sent to Oce within ten (10) days of the
date of transmission. RGI's acceptance will identify the order, assign the
delivery date(s), and include other information
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reasonably requested by Oce. The assigned delivery date of a Product shall be
within thirty (30) days of the delivery date requested in the order for such
Product.
3.9 Order Acceptance Commitments. RGI shall accept all orders
received from Oce in a given month which are within the quantities of Products
as originally forecast for such month. RGI shall use diligent efforts to accept
orders for quantities in excess of the quantities forecast.
3.10 Rescheduling Deliveries. Oce may, upon written notice at
least thirty (30) days prior to the delivery date initially assigned for a group
of Product units, defer delivery of up to fifty percent (50%) of the Product
units scheduled for delivery on such date. Delivery of such Product units may be
deferred not more than sixty (60) days from the initially specified delivery
date. Product delivery dates may not be deferred more than one time.
3.11 Order Cancellation. Oce may, without any cancellation
charge, cancel up to twenty-five percent (25%) of an order upon notice given to
RGI at least thirty (30) days before the assigned delivery date for the Products
covered by the cancellation. Oce may, without any cancellation charge, cancel up
to fifty percent (50%) of an order upon notice given to RGI at least sixty (60)
days before the assigned delivery date for the Products covered by the
cancellation. The percentage of an order cancelled shall be determined with
reference to the total purchase price of all Products covered by the order. Oce
may not otherwise cancel an order without written permission of RGI.
4. Delivery, Inspection, Acceptance, Shipping.
4.1 Delivery. RGI shall deliver each Product unit ordered by
Oce under this Agreement F.O.B. RGI's facilities in California on the assigned
delivery date or, if the delivery date is deferred as provided in this
Agreement, on the deferred delivery date. Upon Oce's request, RGI shall procure
the shipment of the Product units ordered by Oce to the address designated by
Oce, the shipment to be made by a reliable transport company.
4.2 Late Delivery. Late delivery of a Product unit shall
entitle Oce to delay payment of the unpaid balance of the purchase price for
such Product by a period equal to the number of days the delivery is late. For
example, if the assigned delivery date (or deferred delivery date) were
September 1, and actual delivery occurs on September 6, then the second
installment payment (if normally due net 60 days) would not be due until
November 11 (65 days after an invoice dated as of the actual delivery date). An
order for a Product unit not delivered within thirty (30) days of the assigned
delivery date may be cancelled by Oce without penalty and shall be counted
toward the Exclusive Minimum and Non-Exclusive Minimum.
4.3 Inspection and Testing. RGI shall notify Oce in writing
(preferably by telefax) of the date on which RGI intends to deliver each
Product, fourteen (14) days in advance of such date, giving Oce an opportunity
to inspect and test the Product at RGI's facilities in California following
delivery. Within seven (7) days following receipt of such notice, Oce shall
notify RGI whether Oce will inspect and test the Product and, if so, specify a
reasonable time schedule for such inspection and testing. Plotter inspection and
testing shall be in accordance
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with the criteria set forth in Exhibit E. RGI shall provide facilities, material
and any technical assistance at RGI's location, as reasonably requested by Oce
in connection with inspection and testing. RGI and Oce each shall bear,
respectively, all costs and expenses they incur in connection with such
inspection and testing.
4.4 Product Acceptance. A Product shall be deemed accepted by
Oce (i) upon notice of acceptance from Oce to RGI, (ii) upon delivery by RGI if
Oce fails to specify a time schedule for inspection and testing, (iii) at the
end of the time schedule set for inspection and testing if Oce fats to inspect
and test in accordance with the specified time schedule, or (iv) at the end of
the time schedule set for inspection and testing if Oce fails to notify RGI of
rejection of the Product within such time schedule. Risk of loss of a Product
shall pass to Oce upon acceptance.
4.5 Rejection. Written notice of rejection of a Product shall
specify in detail the reasons for which the Product is being rejected. Rejection
of a Product which fails to meet the inspection and testing criteria set forth
in Exhibit E shall be conclusively deemed reasonable.
4.6 Packing for Shipment. RGI shall, promptly following
acceptance of a Product, pack the Product and mark for shipment to such address
as directed in writing by Oce. Unless otherwise directed in writing by Oce, each
Product shall be packed by RGI in accordance with the specifications for such
Product as set forth in Exhibit D or, in the absence of such specifications, in
a manner suitable for overseas air freight shipment.
5. Payment Terms.
5.1 For Plotters. Payment for the purchase price of a Plotter
purchased under this Agreement shall be due as follows: (1) a portion of the
purchase price in advance of delivery as set forth in Exhibit C, and (2) the
balance within sixty (60) days after date of invoice received from RGI following
delivery. RGI shall apply against any prepayment which is due any amount
credited to Oce for other purposes under this Agreement, upon written request
from Oce.
5.2 For Spare Parts and Supplies. Payment for the purchase
price of Spare Parts and Supplies purchased under this Agreement shall be due in
full within sixty days after date of invoice received from RGI.
5.3 Invoice Date. An invoice for the purchase price of a
Product shall be provided to Oce not later than thirty (30) days following
acceptance of the Product, and shall be dated not earlier than the date of
acceptance.
6. Product Evolution and Qualification.
6.1 New Plotter Notice and Offer. RGI shall notify Oce of the
intended introduction of any New Plotter as soon as possible, but in no event
later than one hundred twenty (120) days prior to any public announcement of
such New Plotter. RGI's notice shall include (i) basic specifications for the
New Plotter in the form of Exhibit D, Part 1.1, and (ii) RGI's intended prices
and discounts for the New Plotter. RGI shall at the same time offer Oce the
right to add such New Plotter as a Plotter under this Agreement, in accordance
with the qualification procedure defined below; RGI shall take no action
inconsistent with such right of
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Oce before Oce has had an opportunity to qualify the New Plotter for inclusion
as a Plotter under this Agreement.
6.2 New Plotter Qualification Procedure.
6.2.1 First Notice to RGI. If Oce wishes to proceed
with qualification of the New Plotter for inclusion as a New Plotter under this
Agreement, Oce shall so notify RGI within fifteen (15) days following receipt of
notice from RGI under Section 6.1.
Delivery to RGI of an original of this Agreement
executed by Oce shall serve as such notice for purposes of RGI's Model 424
plotter, and the parties shall proceed with qualification of RGI's Model 424
plotter in accordance with the procedures of Sections 6.2.2 and 6.2.5.
6.2.2 Approvals and Evaluation Prototype. Upon
receipt of notice from Oce under Section 6.2.1 of Oce's intent to qualify the
New Plotter, RGI shall (i) promptly and diligently pursue approval of the New
Plotter by such safety and regulatory bodies as may be reasonably designated by
Oce under Section 6.3.1, (ii) promptly provide Oce with safety information for
the New Product in accordance with Section 6.3.2, and (iii) make available to
Oce for evaluation a prototype unit of such New Plotter for an evaluation period
of not more than thirty (30) days.
6.2.3 Second Notice to RGI. Within the evaluation
period of Section 6.2.2, Oce shall (i) inform and discuss with RGI whether Oce
still wishes to qualify the New Plotter for inclusion as a Plotter for purposes
of this Agreement and, if so, (ii) agree with RGI upon supplemental product
specifications for the New Plotter in the form of Exhibit D, Part 1.2, and
inspection and testing criteria for acceptance of the New Plotter in the form of
Exhibit E, and (iii) if deemed necessary by Oce for qualification purposes,
place an order with RGI for a first production unit of the New Plotter meeting
the basic and supplemental product specifications. The parties shall then
negotiate in good faith the price and discounts to Oce for production units of
the New Plotter and amend Exhibits A and/or B accordingly. In case of
disagreement on price and/or discounts, RGI shall not offer the New Plotter to
third parties within the Exclusive Territory for better prices and/or discounts
than offered to Oce without Oce first being offered those better terms.
6.2.4 First Production Unit. RGI shall, following
receipt of an order from Oce under Section 6.2.3, deliver to Oce as soon as
practicable a first production unit of the New Plotter meeting the basic and
supplemental product specifications. Oce's purchase price for the first
production unit of the New Plotter shall be as determined by negotiation under
Section 6.2.3.
6.2.5 Notice of Qualification. Oce shall notify RGI
whether Oce has qualified the first production unit of the New Plotter (i)
within thirty (30) days of Oce's acceptance of the first production unit of the
New Plotter in accordance with the inspection and testing criteria for
acceptance of the New Plotter notified to RGI under Section 6.2.3 or, (ii) if no
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first production unit of the New Plotter is ordered by Oce, within the
evaluation period of Section 6.2.2.
6.3 Product Safety and Related Matters.
6.3.1 Safety and Regulatory Approvals. RGI shall be
responsible for pursuing such safety and regulatory approvals of the Plotter as
may be reasonably requested by Oce. A request to obtain approvals of the
Technische Uberwachungsverein (TUV) and Verband Deutscher Elektrotechniker (VDE)
bodies shall be deemed reasonable. In the event that Oce fails to qualify the
New Plotter for inclusion as a Plotter under this Agreement, reasonable
out-of-pocket expenses incurred by RGI in pursuing safety and regulatory
approvals of the New Plotter at Oce's request shall be reimbursed to RGI by Oce,
up to a maximum of five thousand U.S. dollars (US $5,000); otherwise, such
expenses shall be borne by RGI. Oce may, but shall not be obliged to, obtain
safety and regulatory approvals at Oce's cost and expense. Oce and RGI shall
provide one another with reasonably requested assistance and information for
pursuing safety and regulatory approvals. RGI shall provide Oce with copies of
all safety and regulatory approval certificates pertaining to the Products. RGI
represents and warrants that, as from the grant of any safety or regulatory
approval, each Product delivered to Oce under this Agreement to which such
approval is applicable shall meet the approval standards.
6.3.2 Safety Information. RGI shall be responsible
for providing Oce with safety information concerning the Products, and for
promptly providing Oce with updated safety information in case of a change of
composition of the Products. Such safety information shall include the
information requested in the Safety Data Questionnaires of Exhibit J, and any
reports on mutagenicity (Amestest) and toxicity of the Products. RGI represents
and warrants that safety information provided to Oce for the Products is and
will be correct and complete. If Oce wishes further safety information
concerning the Products, it shall consult RGI and the parties shall cooperate to
find a solution (including a partition of costs) acceptable to the parties,
provided that RGI shall not withhold further safety information which is
available to RGI and which Oce or Oce's affiliated companies may require to
comply with applicable laws and regulations within the Territory.
6.3.3 Safety Reporting. Oce or Oce's affiliated
companies may be requested and/or obliged to provide third parties in the
Territory (such as Authorities, Health and Environmental Committees, Customs,
Medical Staffs, and/or others), with respect to possible consequences of the
Products to human health, to the environment or to safety, with information such
as the composition of the Products and/or effects of the Products. RGI shall use
its best efforts to provide such information, upon Oce's request, either to Oce
or directly to such third parties.
6.3.4 Notification to the Other Party. If either
party is informed or believes that sale, use or storage of the Products would be
detrimental or would have unfavorable consequences to human health, to the
environment and/or to safety, it shall immediately give the other party in
writing all necessary information relating to such detrimental or unfavorable
consequences. In case legal restrictions would prevent marketing, use, sale
and/or storage of the Products in Territory or a part thereof because the
Products would be detrimental or unfavorable
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to human health, to the environment and/or to safety, the parties shall consult
with one another and use their best efforts to find an appropriate solution, and
if the consultation will not offer a solution acceptable to both parties Oce may
cancel pending orders for the Products destined for the country or countries
where such restrictions exist. RGI agrees to take back Oce's new and unused
stock of the affected Products at the prices paid to RGI for such Products.
6.3.5 Notification to Authorities. RGI represents
that the chemicals and/or substances supplied to Oce under this Agreement have
been notified (or will be notified prior to first delivery thereof to Oce under
this Agreement) to the competent authorities in the European Economic Community
(EEC), United States of America (USA), Canada and Australia, to the extent
required by law.
6.4 Effect of Qualification. Upon notice from Oce to RGI of
qualification of a New Plotter, (i) the New Plotter shall become a Plotter for
purposes of this Agreement and the corresponding basic and supplemental product
specifications shall become a part of Exhibit D, the corresponding inspection
and testing criteria shall become a part of Exhibit E, (ii) Oce shall place a
first order for a production lot of such Plotters, and (iii) RGI shall within
thirty (30) days make a complete escrow deposit for such Plotters and related
Spare Parts and Supplies pursuant to the Technology Escrow Agreement referenced
in Section 11.2.2 and Exhibit L.
6.5 Non-Approval of New Plotter. In the event that a
significant standards organization in the Territory (such as TUV or VDE) fails
to approve a New Plotter, (i) RGI and Oce shall use diligent efforts to define
modifications needed to obtain approval, (ii) RGI shall at no charge to Oce
modify or provide Oce at no cost with Spare Parts and technical information for
Oce to modify any New Plotters delivered prior to approval, and (iii) Oce may
defer delivery, until such modifications are effected and approval is obtained,
of any New Plotters ordered by Oce prior to approval.
6.6 Existing Inventory and Pending Orders. If a New Plotter is
offered for sale by RGI which competes directly (considering cost, performance
and functionality) with Plotters purchased by Oce, then (i) RGI shall use
reasonable efforts to assist Oce in the sale or other disposition of such
Plotters as are in Oce inventory, (ii) Oce shall have the right to cancel up to
fifty percent (50%) of pending orders for such Plotters not delivered to Oce
before receipt of notice of the New Plotter, by giving notice of cancellation to
RGI within fourteen (14) days after receipt by Oce of notice of the New Plotter,
and (iii) Oce shall have the right to convert to orders for other Products the
balance of pending orders for such Plotters not delivered to Oce before receipt
of notice of the New Plotter, by giving notice of conversion to RGI within
fourteen (14) days after receipt by Oce of notice of the New Plotter. Orders
converted under this provision shall be counted toward Exclusive Minimum and
Non-Exclusive Minimum.
7. Field Service and ECOs.
7.1 Field Service. Maintenance and technical service and
support for Products purchased by end users directly or indirectly through Oce
shall be the responsibility of Oce. Oce will also make available in the
Exclusive Territory maintenance and technical service and support for Products
purchased by end users through a source sanctioned by Oce under this Agreement;
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such maintenance and technical service and support shall be offered on terms and
conditions comparable to those offered to end users purchasing Products through
Oce.
7.2 ECO Notification. Any Product Modification which may
affect Oce's inventory of Spare Parts and Supplies, or Oce's procedures for
maintenance or technical service and support, shall be described in detail by
RGI in a written Engineering Change Order ("ECO"). RGI shall provide Oce with a
copy of each ECO as soon as possible, but in no event less than thirty (30) days
prior to implementing the changes described in the ECO in any Product delivered
to Oce.
7.3 Existing Inventory and Pending Orders. If a Product
Modification affects Oce's requirements for inventory of Spare Parts, then (i)
RGI shall use reasonable efforts to assist Oce in the sale or other disposition
of Oce's inventory of affected Spare Parts, and (ii) Oce shall have the right to
cancel pending orders for affected Spare Parts not delivered to Oce before
receipt of notice of the Product Modification, by giving notice of cancellation
to RGI within fourteen (14) days after receipt by Oce of notice of the Product
Modification.
8. Warranties.
8.1 Express Warranties. RGI hereby warrants to Oce that each
Product sold, replaced, repaired or reconditioned by RGI under this Agreement
(i) will be free from defects in material and workmanship for a period of one
hundred twenty (120) days from the date of acceptance of the Product, and (ii)
conforms to its specifications (whether or not included in an Exhibit to this
Agreement).
8.2 Exclusions. The express warranties provided in this
Agreement shall not apply to Product defects: (i) caused through no fault of RGI
during shipment to or from Oce, (ii) caused by the use or operation of the
Product in a manner inconsistent with the Product specifications or Product
documentation customarily supplied by RGI with the Product and consistent with
the Product specifications, (iii) caused by modifications or alterations made to
the Products without the written approval of RGI, or (iv) caused by maintenance
performed on the Products inconsistent with written instructions from RGI.
8.3 Warranty Claims. If a Product purchased under this
Agreement fails to operate properly during the warranty period, Oce shall
attempt to make repairs through Oce's field service network in a manner
consistent with written maintenance instructions from RGI. If such attempt is
unsuccessful, RGI shall, promptly upon written notice from Oce, give Oce
instructions for return or other disposition of the Product and shall credit Oce
for the purchase price of the Product. Oce shall in any event promptly provide
RGI with a service report describing in reasonable detail the Product failure
and the attempt to repair, including an itemization of any Spare Parts installed
and of labor and costs incurred. RGI shall credit Oce for labor and costs
incurred at Oce's then-standard rates for such repair and for the purchase price
of any Spare Parts installed, it being understood that the credit to Oce for
labor during each quarter will be limited to three hundred U.S. dollars (US
$300) multiplied by the number of Plotters purchased during the previous
quarter. This limit will be periodically reviewed in the light of experience.
Oce will justify the labor charges by service reports related to machine
failure. Oce
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shall return or otherwise dispose of any defective Product or component thereof
as directed in writing by RGI, at RGI's expense. RGI shall bear all reasonable
costs of shipment between Oce and RGI for returned or replaced Products.
8.4 Disclaimer. RGI MAKES NO WARRANTIES OTHER THAN THE EXPRESS
LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT, EITHER EXPRESSED OR IMPLIED, WITH
RESPECT TO THE PRODUCTS. RGI SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.5. Warranty to Oce Customers. Oce may offer warranties or no
warranties to Oce customers for the Products as Oce deems appropriate. RGI shall
have no obligation to honor any warranty made by Oce.
9. RGI Assistance to Oce.
9.1 Documentation. It is intended that Oce will prepare its
own documentation and other materials for advertising, promotion, sales, service
and training with respect to the Products, which may be based upon RGI's
documentation. For this purpose, RGI will, promptly upon written request from
Oce, provide Oce at no charge with limited quantities of each item of RGI
documentation and other materials for the Products, and With master copies
(suitable for reproduction, such as camera-ready artwork or electronic files) of
such items. If Oce requests more than limited quantities, RGI shall provide
these to Oce at no charge if available, or at cost plus fifteen percent (15%)
markup.
9.2 Software. It is intended that Oce will modify software
drivers and other software customarily distributed by RGI with the Plotters to
suit the needs of the markets in which Oce will distribute, sell and service the
Plotters. For this purpose, RGI will, promptly upon written request from Oce,
provide Oce at no charge with source code and object code copies such software
in electronic form. Oce's license to copy and distribute such software shall be
limited to one (1) copy for each Plotter purchased, plus a reasonable number of
additional copies for replacement of lost or damaged copies, service use,
archival purposes, and the like. Oce's customers shall be permitted to make
archival copies of such software.
9.3 Firmware. It is intended that Plotters distributed, sold
and serviced by Oce may contain firmware which differs from that contained in
Plotters sold by RGI for distribution other than through Oce (containing, for
example, multilingual error-message capabilities, and test-plot capabilities
employing Oce trademarks or logos). RGI and Oce shall collaborate to develop
such differing firmware, and RGI shall upon written request of Oce provide Oce
with executable electronic copies thereof and related instructions sufficient to
enable Oce to prepare read-only-memory components embodying such firmware for
use with the Plotters.
9.4 Training. RGI shall provide at no charge to Oce, at RGI's
facilities in California, field service and sales training to Oce's personnel at
periodic intervals, with the frequency, format and content of such training to
be determined by RGI in consultation with Oce. Any additional such training
shall be provided by RGI upon request of Oce at RGI's standard
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rates thereof. Oce shall pay all costs for travel, food, and lodging by Oce
personnel in connection with all such training.
9.5 Technical Information. RGI shall provide Oce with all
technical information reasonably necessary for Oce to certify, sell, distribute,
maintain and service the Products.
9.6 Technical Support. RGI will provide all technical support
and assistance reasonably requested by Oce. Technical support and assistance
provided by telephone from RGI's facilities in California during RGI's normal
business hours shall be provided at no charge to Oce. Other technical support
and assistance, such as travel of technical experts to Oce or end-user sites,
shall be provided at RGI's then-standard rates.
10. Availability of Spare Parts and Supplies.
10.1 Guaranteed Supply. RGI shall make available to Oce under
this Agreement Spare Parts and Supplies for Plotters for a period of five (5)
years after written notice to Oce of RGI's discontinuation of any such Product.
10.2 Notice of Discontinuation. RGI shall give Oce reasonable
advance notice of RGI's intent to discontinue supply of any Spare Parts or
Supplies and an opportunity for Oce to place a final order therefor.
10.3 Right to Make. RGI shall, prior to discontinuing supply
of any Spare Parts or Supplies to Oce, provide Oce with all information
(including manufacturing files, supplier lists, and the like) and assistance
reasonably necessary for Oce to make, have made or acquire through RGI's sources
the discontinued Spare Parts or Supplies.
10.4 Supplies. Oce will be allowed to develop or have
developed at its own cost supplies (such as paper, film, toner) and subsequently
acquire, buy and resell and distribute same freely without any charges or
payments to RGI. RGI will make available to Oce within fifteen (15) days upon
Oce's first order all basic specifications necessary to develop the aforesaid
supplies. RGI will make available to Oce as soon as possible upon execution of
this Agreement but not later than fifteen (15) days upon Oce's first order a
list of RGI's qualified suppliers of the aforesaid supplies and allows Oce to
purchase directly from those qualified suppliers the supplies but not earlier
than before September 1, 1991. Oce will make available to RGI as soon as
possible upon its qualification the list of qualified suppliers, if any, with
respect to supplies developed by Oce for the Plotters. Oce allows RGI to contact
and discuss directly with these qualified suppliers terms and conditions for
supply. Neither party will be responsible or liable for the terms and conditions
with respect to the purchase and/or distribution of supplies by the other party
from such suppliers.
11. Guarantee of Supply.
11.1 Allocation Among Customers. To the extent that RGI is
unable to timely manufacture and deliver ordered Products to its customers, RGI
shall allocate for delivery to Oce during each month, on a Product-by-Product
basis, the greater of: (i) twenty four percent (24%)
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of RGI's production (on a Product by Product basis), and (ii) a portion of the
available quantities of the affected Products which is not less than the portion
of the total quantities of such Products (on a Product by Product basis) ordered
by all RGI customers for delivery during such month.
11.2 Manufacturing Rights.
11.2.1 Manufacturing License. Contemporaneously with
this Agreement, RGI and Oce have entered into a Plotter Manufacturing License
Agreement in the form of Exhibit K.
11.2.2 Technology Escrow. Contemporaneously with this
Agreement, RGI and Oce have entered into a Technology Escrow Agreement in the
form of Exhibit L. RGI shall, at all times during the term of this Agreement and
for a period of five (5) years thereafter, maintain a current deposit for each
Product with an Escrow Agent of all information and materials defined in the
Technology Escrow Agreement.
12. Term & Termination.
12.1 Term. This Agreement will continue in force for a fixed
term of five (5) Years unless terminated earlier in accordance with its terms.
At the end of the fixed term, this Agreement will automatically be renewed for
additional one year periods unless no later than six months before the
expiration of the initial term or any such renewal term, either party gives the
other party written notice of non-renewal.
12.2 Termination for Cause.
12.2.1 This Agreement may be terminated by a party
without penalty upon thirty (30) days' written notice if:
(i) the RGI Model 424 Plotter is not
qualified by Oce within the time period set forth in Section 6.2.5.,
(ii) Oce's Non-Exclusive rights are
terminated as provided in Section 2.6,
(iii) the non-terminating party assigns
rights or obligations under this Agreement other than as permitted in this
Agreement, or
(iv) the non-terminating party is in
material breach of this Agreement, the material breach is specified in the
notice of termination, and the non-terminating party fails to cure such breach
within the thirty-day period of the notice of termination.
12.2.2 This Agreement may be terminated by a party
without penalty immediately upon giving notice if proceedings under any
bankruptcy, insolvency or similar legislation are instituted by or against the
non-terminating party, or the non-terminating party makes an assignment for the
benefit of creditors, or a receiver is appointed for all or a substantial part
of the non-terminating party's assets.
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12.3 Fulfillment of Orders upon Termination. Upon termination
of this Agreement, other than for failure of Oce to make payments, RGI shall
continue to fulfill, subject to the terms of Section 3 above, all orders
accepted by RGI prior to the date of termination; provided that, all orders for
Plotters shall provide for delivery to occur not later than sixty (50) days
following termination.
12.4 Payments. Termination by either party shall not relieve
the other party of its obligation to make any and all payments due under this
Agreement, or relieve either party of obligations incurred prior to termination
or of obligations which by their nature or term survive termination.
12.5 Survival of Certain Terms. The provisions of Sections 1,
2.1, 2.7, 2.9, 3.1, 3.2, 3.3, 3.4, 3.8, 3.9, 3.10, 3.11, 4, 5, 6.3, 7, 8, 9.1,
9.2, 9.3, 9.5, 9.5, 10, 11, 12.3, 12.4, 12.5, 13, 14, 15, 15.2, 17.1, 17.4, 175,
17.5, 17.7, 17.8, 17.9, 17.10, 17.11, 17.12, 17.13, 17.14, 17.15, 17.16, 17.17
and 17.18, and of the Exhibits, shall survive the termination of this Agreement
for any reason. All other rights and obligations of the parties shall cease upon
termination of this Agreement.
13. Indemnification.
13.1 Indemnity. As and to the extent expressly provided in
this Agreement, when one party ("Indemnifying Party") has a specific obligation
to indemnify the other party ("Indemnified Party"), the Indemnifying Party
shall, at its expense, defend, indemnify, protect and hold the Indemnified Party
harmless in any suit, claim or proceeding brought against the Indemnified Party
and against any related costs, losses, damages and expenses (including the
reasonable fees of attorneys and other professionals) incurred in connection
with the subject matter of the indemnity (collectively "Claims"), provided that
the Indemnifying Party is promptly notified of any such Claims and given
necessary assistance and authority, information and assistance from the
Indemnified Party to defend and settle the Claims. The Indemnifying Party shall
be given exclusive control of a Claim, provided that the Indemnifying Party (i)
accepts full responsibility for the Claim (without regard to any limitation of
liability otherwise applicable under this Agreement) and (ii) permits legal
counsel for the Indemnified Party to assist in the defense and settlement of the
Claim. The Indemnifying Party shall have no liability for settlements or costs
incurred without its consent.
13.2 Intellectual Property Infringement. RGI shall indemnify
Oce, in the manner provided in Section 13.1 above, in the event of any Claim (as
defined in Section 13.1) that the Products infringe any copyright or trade
secret right under the laws of any jurisdiction in the Territory, or that the
Products infringe any patent right under the laws of the United States, the
United Kingdom, France, The Netherlands, the Federal Republic of Germany, Italy,
Switzerland and/or Sweden. Should Oce's use or sale of any Products or any part
thereof be enjoined, or in the event that RGI desires to avoid any threatened
claim of intellectual property infringement, RGI may, at its option and expense,
either (a) substitute equivalent non-infringing Products for the infringing
item, (b) modify the infringing item so that it no longer infringes but has the
same fit, form and function, or (c) obtain for Oce the right to continue using
and selling such item. If none of the foregoing is commercially practicable, RGI
may obtain possession of the item which is
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the subject of the injunction or claim (to the extent such item is within the
control of Oce) and refund to Oce the Product purchase price paid by Oce, if
any, plus corresponding shipping costs paid by Oce. The foregoing indemnity
shall not apply if and to the extent that an alleged infringement arises from
the combination of any Product with products or equipment not supplied by RGI
and the Chan would have been avoided but for the particular combination.
Further, such indemnity shall not apply, and Oce agrees to indemnify RGI against
any Claim against RGI to the extent that an alleged infringement arises from
RGI's manufacture or assembly of any item to the specification or design of Oce.
RGI's liability under this Section 13.2 shall not be
limited as provided in Section 16.2; except that, RGI's liability under this
Section 13.2 shall be limited as provided Section 16.2 as to Claims that the
Products infringe any patent of a jurisdiction other than the United States if
RGI gives Oce necessary authority, information and assistance to defend and
settle Claims that the Products infringe any patent of a jurisdiction other than
the United States.
THE FOREGOING STATES THE ENTIRE LIABILITY AND
OBLIGATION OF RGI AND OCE WITH RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT
OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY
THE PRODUCTS OR ANY PART THEREOF.
13.3 Disclosure. RGI shall (i) promptly disclose to Oce
information known to RGI concerning actual or potential infringement or claims
of infringement by the Products of intellectual property rights of any third
party in any jurisdiction, in sufficient detail for Oce to assess the risk of
corresponding infringement in the Territory, and (ii) provide Oce upon request
with information concerning the Products in sufficient detail for Oce to assess
such risk.
13.4 RGI Liability for Product Safety and Environmental
Damage. RGI shall indemnify Oce, in the manner provided in Section 13.1 above,
in the event of any Claim (as defined in Section 13.1) for loss, damage, injury
or death of any person caused by the Products purchased under this Agreement (or
their waste). RGI shall not be held responsible for any liabilities or claims if
the loss, damage, injury or death (i) arises from the modification of the
Products other than by or with the approval of RGI or as required by a safety or
regulatory approval body, (ii) if the Products in question have been used,
installed, maintained or serviced in a manner inconsistent with written
instructions of Raster Graphics, or (iii) is due to the gross negligence of
anyone other than Raster Graphics.
14. Proprietary Rights.
14.1 Confidential Information. Information which is to be held
confidential shall be supplied in writing and marked as confidential. If
confidential information is orally disclosed, then it shall be subsequently
confirmed in writing within ten (10) days of the disclosure and marked as
confidential. Such confidential information shall be protected by the recipient
from disclosure to others with at least the same degree of care as that which is
accorded to its own proprietary information, but in no event with less than
reasonable care. The foregoing shall not apply to information which is generally
known and available to the public through no fault of the recipient, information
independently developed by the receiving party without reference to the
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other party's information, information later supplied to the receiving party
from third parties not subject to confidentiality obligations to the other
party, and information already known to the receiving party at the time of
receipt. In the event of termination of this Agreement, there shall be no use or
disclosure by a party of any confidential information of the other party for a
period of five (5) years after termination of this Agreement, except such use as
necessary for Oce to service Products purchased under this Agreement.
14.2 Remedies. Any use or attempted use of confidential
information in violation of Section 14.1 is a breach of this Agreement which may
cause irreparable harm to the owner entitling the owner to seek injunctive
relief in addition to all legal remedies.
14.3 Intellectual Property License. RGI hereby grants to Oce,
and Oce accepts, a worldwide, nontransferable, royalty-free right and license,
without right of sublicense, to use, copy, translate, modify and prepare
derivative works of Product documentation, software and firmware supplied by RGI
under this Agreement. Oce may affix proprietary marks and legends of Oce's
choosing to such documentation, software and firmware, for use only in
connection with purchase, resale, distribution, advertising, marketing and
soliciting sales of, and servicing, the Products.
14.4 Trademarks. Products (including their packaging)
delivered to Oce by RGI under this Agreement shall be labeled with such
trademarks and other markings as may be reasonably requested in writing by Oce.
Neither party is otherwise authorized by this Agreement to use any trademark of
the other without prior written approval of an officer of the party having
rights in the trademark. Oce shall indemnify RGI against any loss or damage
resulting from delivery of Products by RGI to Oce with trademarks requested by
Oce.
15. Import and Export Controls.
15.1 Products Subject to Controls. All obligations of RGI to
provide Products and technical assistance under this Agreement shall be subject
to United States laws and regulations from time to time governing the license
and delivery of technology and products abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, International Trade
Administration, or Office of Export Licensing.
15.2 Compliance by Oce. Oce agrees that unless prior
authorization is obtained from the Office of Export Licensing, it will not
export, reexport or transship directly or indirectly, to country groups Q, S, W,
Y, or Z (as defined in the Export Administration Regulations), any of the
technical data disclosed to Oce or the direct product of such technical data.
15.3 RGI Assistance. RGI shall, upon written request, provide
to Oce in writing all information reasonably required in connection with any
application for export license for the Products or technical data
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related to the Products. RGI shall promptly supply to Oce any information
available to RGI which specifically concerns export of the Products or technical
data related to the Product, including opinions of third parties as to the
proper export classification of the Products or data.
15.4 Execution of Documents. RGI shall upon written request
execute and provide to Oce lawful documents reasonably required by Oce to effect
the export and import of Products and technical data related to the Products as
contemplated under this Agreement, including Certificates of Origin for the
Products.
16. Limitation of Liability.
16.1 Purchase Price. RGI's liability under this Agreement,
regardless of the form of action, shall not exceed the price paid by Oce for all
Products purchased under this Agreement, except (i) except as otherwise provided
in this Agreement with respect to Intellectual Property Infringement, and (ii)
as to product safety and environmental damages, RGI's liability shall be the
greater of the price paid by Oce for all Products purchased under this Agreement
and the amount (not less than ten million US dollars) of coverage specified in
RGI's general liability insurance policy. RGI shall maintain such insurance
coverage in force during the term of this Agreement and provide proof of
coverage upon request from Oce. The provisions of Sections 16.1 and 16.2 shall
not limit the amount of any compensating payment due under Section 2.3.
16.2 Limitation on Damages. The liability of one party to the
other party arising out of this Agreement shall be limited to the amount of
direct damages actually incurred, except (i) as otherwise provided in this
Agreement with respect to indemnification, and (ii) with respect to RGI
liability for safety and environmental damages. Neither party shall be liable to
the other for costs of procurement of substitute products or services, for lost
profits, or for special, indirect, consequential or incidental damages, however
caused and on any theory of liability, arising out of this Agreement. The
limitations shall apply even if the damaged party has been advised of the
possibility of such damages, and notwithstanding any failure of essential
purpose of any limited remedy provided in this Agreement.
17. General.
17.1 Exhibits. The attached Exhibits A through L, as modified
from time to time in a manner permitted under this Agreement, shall form a part
of this Agreement.
17.2 Oce Financial Information. Oce shall provide to RGI
public financial information concerning Oce on an annual basis.
17.3 RGI Financial Information. RGI shall provide Oce with
financial information reasonably requested by Oce on a semi-annual basis for the
months ending March and September of each year.
17.4 Announcements. Neither party shall make any public
announcement concerning this Agreement or the relationship of the parties under
this Agreement without first obtaining the advice and consent of the other party
concerning the content and timing of such announcement.
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17.5 Independent Contractors. The relationship of RGI and Oce
established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed to (i) give either party the
power to direct and control the day-to-day activities of the other, or (ii)
allow either party to create or assume any obligation on behalf of the other for
any purpose. All financial obligations associated with Oce's business are the
sole responsibility of Oce and all financial obligations associated with RGI's
business are the sole responsibility of RGI.
17.6 Representations. Oce shall have sole responsibility for
all statements and representations made by Oce regarding RGI or the Products, to
the extent that such statements or representations are inconsistent with
information provided to Oce by RGI.
17.7 Governmental Consent. Oce shall be responsible for
obtaining the consent, approval or authorization of, or designation, declaration
or filing with, any governmental authority in the Territory which is required in
connection with the valid execution, performance and delivery of this Agreement.
17.8 Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of California, exclusive of State rules
of conflicts of law and of the United Nations Convention on the Sale of Goods.
17.9 Dispute Resolution. The sole and exclusive remedy with
respect to any controversy, claim or dispute between the parties to this
Agreement arising under this Agreement or any common law, statutory or
regulatory provision shall be recourse to arbitration in New York, New York in
accordance with the then-effective Rules of Conciliation and Arbitration of The
International Chamber of Commerce by three (3) arbitrators appointed according
to those Rules. Each party hereby expressly waives any fight it may have to any
remedy in a court of law. Any award of the arbitrators shall be final and
conclusive on the parties, judgment upon such award may be certified in any
court of competent jurisdiction and no appeal shall lie therefrom.
Notwithstanding the foregoing, either party may apply to a court of law (and
equity) for injunctive relief; provided, that it is the intent of the parties
that the merits of any claim will be ultimately determined by arbitration in the
manner provided above.
17.10 Government Procurement. No U.S. Government or other
government procurement regulations will be deemed included in this Agreement or
binding on a party unless specifically accepted in writing by the party to be
bound.
17.11 Language. This Agreement is in the English language
only, which shall be controlling in all respects. All communications and notices
to be made or given pursuant to this Agreement shall be in the English language.
17.12 Notices. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be given for all purposes by
delivery in person, by prepaid registered or certified mail, or by telegram,
telex, cable or telefax, addressed to the party to be notified at the address
given above for such party, or to such other address as may be furnished from
time to time by notice from such party. A notice shall be effective upon
receipt, and shall be deemed received seven (7) days after dispatch if sent by
mail.
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17.13 Force Majeure. Nonperformance by a party of any
obligation hereunder, other than an obligation to pay money, shall be excused to
the extent that performance is rendered impossible by an event of force majeure,
including strike, fire, flood, governmental acts or orders or restrictions,
failure of suppliers, or any other reason where failure to perform is beyond the
reasonable control of, and is not caused by, the negligence of the
non-performing party. The non-performing party shall upon the occurrence of such
an event forthwith notify the other of the occurrence and the practical effect
of such event. All Oce purchase orders for Products which are received by RGI
during the period of delay caused by force majeure and purchase orders
previously received which become cancelled by RGI due to force majeure will be
included in the Exclusive Minimum and Non-Exclusive Minimum provided in this
Agreement. If the performance of the non-performing party is delayed for more
than sixty (60) days, the parties shall consult with one another to seek a
mutually satisfactory solution. If the delay persists for more than one hundred
twenty (120) days, the party other than the non-performing party may cancel any
or all pending orders for Products and/or terminate this Agreement, without
penalty.
17.14 Non-Assignability and Binding Effect. Neither party
shall assign any of its rights and obligations under this Agreement without the
prior written consent of the other. Oce may assign any of its rights and/or
obligations under this Agreement to an entity owned or controlled by an entity
owning or controlling Oce. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their successors
and assigns.
17.15 Severability. If any provision of this Agreement is held
invalid by any law, rule, order or regulation of any government, or by the final
determination of any state or federal court or of an arbitration panel, such
invalidity shall not affect the enforceability of any other provisions not held
to be invalid.
17.16 Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein
and merges all prior discussions between them.
17.17 Modification. No modification of, or amendment to, this
Agreement, or any waiver of any rights under this Agreement, shall be effective
unless in writing signed by an officer of the party to be charged.
17.18 Power to Enter Agreement. Each party hereby warrants and
represents to the other that it has full power and authority to enter into this
Agreement and to grant all rights and licenses contained herein.
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In witness whereof, the parties have caused this Agreement to
be executed by their duly authorized representatives.
RASTER GRAPHICS, INC. OCE GRAPHICS FRANCE S.A.
By: /s/ Raster Graphics By: /s/ OCE Graphics France S.A.
-------------------------------- -----------------------------
Name: ______________________________ Name: ___________________________
Title: _____________________________ Title: __________________________
Date: ______________________________ Date: ___________________________
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Exhibit A
RGI's Standard U.S. Price List
Raster Graphics Inc.
ColorStation Model "D"
Price List
Model Description U.S. List Price
ColorStation D
All ColorStations are equipped with: Paper catch tray, User Manual and Power
Cord.
Model 224 200 DPI, 24" width $27,900
Model 424 400 DPI, 24" width (includes 200/400 DPI) $31,900
Factory-Installed Options
Option 504 40 MB Plot Management Option $ 2,995
Option 554 100 MB Plot Management Option $ 3,995
Option 700 PC Connectivity Kit $ 149
Note: - Model 504 will accept HPGL plot files up to 100 MB
and Model 554 will handle up to 250 MB plit files
- Allows for Autoshade or Targa/RGB applications when
purchased with Option 700
- Provides the ability to do plit nesting and tiling of
HPGL files
- Provides unique ability to mix vector and raster data
on the same plot
23
Raster Graphics Inc.
ColorStation
Supplies Price List
Media and Toners
----------------
Media
U.S. List
Item Nbr Description Price per Roll
TB-24 Premium Bond Paper (24" x 500' roll) $ 79.50
48 rolls per pallet
MT-24 Translucent (24" x 500' roll-2 rolls per $321.75
ctn) 84 rolls per pallet
MF-34 Matte Backed Film, 3 mil (24"x200' roll) $424.25
36 rolls per pallet
Toners (Pallet 120 cartons - U.S. List Price
- ------ (Four 32 oz. bottles per carton) per Carton
-------------------------------- ---------------
T-32 B,C,M & Y Toner $ 62.25
Replenishers (Pallet 180 cartons - Six 8 oz.
------------ bottles per carton)
-------------------
P-08 B,C,M & Y Replenisher $ 50.25
(Pallet 168 Cartons - Six 3 oz.
bottles per carton)
-------------------
Enhancers (Pallet 168 Cartons - Six 3 oz.
--------- bottles per carton)
-------------------
E-03 B,C,M & Y Enhancer $ 88.25
Dispersant (Pallet 120 Cartons - Four 32 oz.
bottles per carton)
-------------------
D-??X Cleaning Dispersant $ 17.95
24
Exhibit B
Discount Schedule
Item(3) Discount
- ------- --------
First 100 units of Model 424 (or equivalent) Plotter 45%
Model 424 (or equivalent) Plotter, after first 100 units 50%
All other Products (including Spare Parts, excluding Supplies) 45%
Supplies in pallet quantities 35%
Supplies in less than pallet quantities 15%
25
Exhibit C
Payment Terms
During the First Year of this Agreement, fifty percent (50%) of the purchase
price of each Plotter shall be due as a prepayment not less than ninety (90)
days prior to the assigned delivery date for the Plotter.
The prepayment terms will be renegotiated for the Second Year and Subsequent
Years upon notice from either party to the other, such notice to be given not
less than thirty (30) day prior to the commencement of the Year to which the
renegotiated prepayment terms shall apply.
26
Exhibit D
Product Specifications
1. Model 424 and equivalents
1.1 Model 424 basic product specifications (standard RGI product)
1.1.x [In detail]
1.2 Model 424 supplemental product specifications (product as modified
for Oce)
1.2.1 Regulatory requirements (FCC, VDE, etc.)
1.2.2 Safety Approval Standards (UL, TUV, etc.)
1.2.3 Language (Multi-lingual error messages, etc.)
1.2.4 Finishing and marking (colors, logos, etc. for Product and
package)
1.2.5 Package specifications (e.g., suitable for intended means of
shipment)
1.2.6 Product & Material Safety Data Questionnaires
1.2.7 Other
1.3 Model 424 spare parts specifications
1.3.x (see list above)
1.4 Model 424 supplies specifications
1.4.x (see list above)
27
OEM SPECIFICATION
Oce A1 MODEL
9-13-90
PAPER HANDLING
- --------------
1. FINISHED PAPER SIZE:
24 INCH x 36 INCH (609.6x914.4mm)
2. WRITING AREA:
23.04 inchx33.27 inch (585.2x845mm)
3. OUTPUT TRAY:
Holds approximately 20 plots
4. MEDIA TYPE:
Opaque bond, translucent, .003 inch matt film
FRONT PALE CONTROLS
- -------------------
1. DISPLAY TYPE:
Menu-driven LCD
2. CONTAINS:
Communications set-up
Pen width/color controls
Internal color chart
Media type
Contrast control
Plot counter (on/off reset)
Multiple copies (set before plot is sent to plotter)
Replot (set after last plot is finished)
Plot nesting Place up to 8 plots on a single sheet
Field service information
3. PLOT CANCEL KEY
4. DRAFT MODE KEY (200 dpi x 200 dpi)
28
TONER SUPPLY
- ------------
1. CONTAINERS:
Four one-quart plastic bottles (required for machine operation)
8 oz. replenishers
3 OZ. enhancers
ENVIRONMENTAL FACTORS
- ---------------------
1. TEMPERATURE
50 degrees to 90 degrees (10 degrees to 32 degrees C) operating
15 degrees to 140 degrees F(-10 degrees to 60 degrees C) storage
2. HUMIDITY:
30 to 70% (non-condensing) operating
15 to 85% (non-condensing) storage
PHYSICAL SPECIFICATIONS:
- ------------------------
1. DIMENSIONS:
30 H x 33W x 27.5 D inches (760 x 830 x 700 mm)
2. WEIGHT:
265 lb. (121 kg) unit
330 lb. (151 kg) ship [wt. excl/supplies]
POWER REQUIREMENTS
- ------------------
1. POWER SUPPLY:
100/120/220/240 Vac 47-63 Hz
80 VA max. standby 273 BTU/Hr.
250 VA max. operating 852 BTU/Hr.
29
PLOT SPEED:
1. PLOT SPEED
Approximately 1.75 inches per second
1 pass per color 200 dpi (draft mode)
2 pass per color 400 dpi (optional enhanced mode)
2. SYSTEM THROUGHPUT:
200 dpi (draft mode) 1.5 minutes in monochrome
Approximately 4.0 minutes in color
Note: time is dependent on data rate and file size
Test setup:
Everex model 386/25
Raster Graphics spool driver, Centronics parallel
Standard plot file Timetest.plt (1.4 Meg byte HP-GL plot file)
Total time to plot full color 9 min. (transfer time 5 min.)
Optional 400 dpi (enhanced mode) 2.5 min. monochrome
Approximately 7.5 min. in color
Note: time is dependent on data rate and file size
Test setup:
Everex model 386/25
Raster Graphics spool driver, Centronics parallel
Standard plot file Timetest.plt (1.4 Meg byte HP-GL plot file)
Total time to plot full color 11 min. (transfer time 5 min.)
Optional 200 dpi IMAGE MODE
Test setup:
Everex model 386/25
Raster Graphics RGIMAGE driver
Standard image plot file Image.tga (820 byte file)
Total time to plot first image 9.5 min.
30
COMMUNICATIONS
1. DATA CAPACITY:
Handles a 2.0 MB HP-GL data file standard
40 MB & 100 MB options required large vector files
and imaging applications
2. DATA FORMAT:
HP-GL compatible, 16 logical pens, 256 color choices for line drawings
16 width settings/pen from 0.005-0.08 in. (0.15mm - 20.5 mm)
Imaging Compatibility: TARGA, Autoshade(TM)
Raster Interface
3. DATA RATE:
RS-232C up to 38.4K baud
4. HARDWARE INTERFACES:
Built-in RS-232C
Built-in Centronic 8-bit parallel
RESOLUTION
1. STANDARD MODEL:
200 dpi x 200 dpi
2. OPTIONAL MODEL:
400 dpi x 400 dpi or 200 dpi x 200 dpi selectable
31
CERTIFICATIONS
1. SAFETY APPROVALS
UL Listed UL-478 5th Edition
CSA Approved, CSA-22.2 No 220
TUV - GS Mark
2. EMI
FCC Class A Verified
PLOT QUALITY
NOTE. ALL TESTS TO BE WITH RASTER GRAPHICS APPROVED TONERS AND PAPER
1. REGISTRATION:
Using test pattern RGtest1
Black to Cyan, Magenta and Yellow plus or minus 0.004 in. (plus or
minus 0.10 mm)
NOTE. Measurement to be made in four test areas on the RGtest1 plot.
Measurements are centerline to centerline in both horizontal
and vertical directions.
2. LINE ACCURACY:
Within 0.05% maximum accumulated error over 10 in. (254 mm)
Within .005 in. (0.013 cm) under 10 inches
Note: @ 77 degrees F (25 degrees C) & 50% RH or on milar media
3. DROP OUT:
Using test pattern RGtest1
No drop allowed in test area (part of plot that is covered with dots)
32
4. FLARING:
Flair and nominal dot or line to be less than 2 times the nominal dot
or line size.
EXAMPLE. If nominal dot is .005x.005 then dot plus flair
can be 0.01x0.01 in. (0.025x0.025 cm) max.
5. BACKGROUND:
Using test pattern RGtest1
Measured background to have a maximum delta E value
of less than 1.5
PROCEDURE.
Equipment Minolta CM 1000
First measure untoned area at beginning of plot
also place 8 layers of plotter paper under test area
to eliminate the effect of what is under test sample.
Next take measurement in the four box areas on plot
Average delta E must be less than 1.5
NOTE: Due to the cut sheet nature of the plotter some
background staining will occur outside the imaging area
at the start and end of the plot.
PRIMARY AND SECONDARY COLOR:
NOTE. TEST MUST BE CONDUCTED WITH FRESH TONERS
Using test pattern RGtest2
At this time primary and secondary color will be a visual
specification based on samples and descriptions of samples
First run test pattern RGtest2
This plot contains solid primary color bars across the page
that vary in width from .25, .50, 1.0 inches
This plot is run in draft mode
The plot must show good solid fill on each primary color across
33
the page on the .25 inch wide bar only. The .5 and the 1.0 inch
bar may have some variation in color and density.
Secondary colors can have some slight variation in color and fill.
Using test pattern RGtest3 (must have 400dpi option)
First run test pattern RGtest3
This plot contains solid primary color bars across the page
that vary in width from .25, .50, 1.0 inches
This plot is run in ENHANCED MODE
The plot must show good solid fill on each primary color across
the page with very little variation in color and density.
Secondary colors must almost no variation in color
7. OVERALL PLOT QUALITY:
Using test plot Timetest.plt
This plot is a 1.4 Meg byte HP-GL plot file
The plot must be free of any dropout and of good quality
34
RGI OCE MODEL A1
PROCUREMENT SPECIFICATION
35
CONTENTS PAGE
-------- ----
1.0 PRODUCT DESCRIPTION 3
2.0 PERFORMANCE SPECIFICATION 4
3.0 INTERFACE SPECIFICATION 8
CENTRONICS PARALLEL
RS-232 SERIAL INTERFACE
4.0 SPARE PARTS LIST 8
5.0 DOCUMENTATION AVAILABILITY LIST 8
2
36
1.0 PRODUCT DESCRIPTION
The Raster Graphics Colorstation is a color electrostatic plotter and
controller and is purchased from Raster Graphics Inc. 285 N. Wolfe
Road, Sunnyvale, CA 94086. The model A1 has a 24 inch paper width and
36 inch length, is a cutsheet (roll paper supply) four color multiple
pass plotter. The plotter has a built in HPGL Interpreter and raster
converter, it can also accept formatted Raster data.
3
37
2.0 PERFORMANCE SPECIFICATION
ENVIRONMENTAL
1. TEMPERATURE
50 to 90 F (10 to 32 C) operating
15 to 140 F (-10 to 60 C) storage
2. HUMIDITY
30 TO 70 % (non-condensing) operating
15 to 85 % (non-condensing) storage
PHYSICAL SPECIFICATIONS
1. DIMENSIONS
30H X 33W X 27.5D (760 X 830 X 700 mm)
2. WEIGHT
265 lb. (121 kg) unit
330 lb. (151 kg) shipping
3. SHIPPING
See appendix A
4
38
CERTIFICATIONS
1. SAFETY APPROVALS
UL listed UL-478 5th Edition
CSA approved, CSA-22.2 No 220
TUV -GS Mark
2. EMI
FCC Class A verified
POWER REQUIREMENTS
1. POWER SUPPLY
100/120/220/240 VAC 47-63 HZ
80 VA max. standby 273 BTU/Hr.
250 VA max. operating 852 BTU/Hr.
RESOLUTION
1. STANDARD MODEL
200 X 200 Dots/Inch
4608 Dots/Horizontal line
6654 Dots/Vertical line
2. OPTIONAL MODEL
400 X 400 DPI OR 200 X 200 dpi selectable
9216 Dots/Horizontal line (400 dpi)
13308 Dots/Vertical line (400 dpi)
5
39
REGISTRATION
Black to Cyan, Magenta and Yellow +0.004 in. (+0.10 mm)
NOTE: Measurements are centerline to centerline in both horizontal and
vertical directions.
ACCURACY
Within 0.05% maximum accumulated error over 10 in. (254 mm)
Within .005 in. (0.013 cm) under 10 inches
WRITING MEDIA
1. PAPER SIZE
24 X 36 inch ( 609.6 X 914.4 mm)
2. WRITING AREA
23.04 X 33.27 inch ( 585.2 X 845 mm)
3. OUTPUT TRAY
Approximately 20 sheet capacity
4. MEDIA TYPE
Opaque bond, translucent, .003 inch matte film
5. TONER SUPPLY
Four one-quart plastic bottles (required for machine operation)
8 oz. replenishers
3 oz. enhancers
6
40
FRONT PANEL CONTROLS
1. DISPLAY TYPE
Menu-driven LCD
2. CONTAINS
Communications set-up
Pen width/color controls
Internal color chart
Media type
Contrast control
Plot counter (on/off reset)
Multiple copies (set before plot is sent to plotter)
Replot (set after last plot is finished)
Plot nesting (8 plots/sheet)
Field service information
3. PLOT CANCEL KEY
4. DRAFT MODE KEY (200 dpi X 200 dpi)
5. ENHANCED MODE KEY (400 dpi X 400 dpi)
7
41
3.0 INTERFACE SPECIFICATION
1. HARDWARE INTERFACES
Built in RS-232C
Built in Centronics 8 - bit parallel
2. DATA RATE
RS-232C up to 38.4K baud
3. DATA FORMAT
HP-GL compatible, 16 logical pens, 256 color choices for line
drawings 16 width settings/pen from 0.005 - 0.08 in.(0.15 - 20.5
mm)
Raster Interface
4. DATA CAPACITY
Standard: 2.0 MB HP-GL data file
Optional: 40 or 100 MB data file (required for large vector files
and Imaging applications)
4.0 SPARE PARTS LIST
See Appendix B
5.0 DOCUMENTATION AVAILABILITY LIST
See Appendix C
8
42
APPENDIX A
(PACKAGING AND SHIPPING DOCUMENTATION)
43
Rastergraphics Vibration Test Data Lansmont Corporation
2088 Sunset Drive
Pacific Grove, CA 93950
Product: Color Station
Test Input Resonances
----------------------------------------------------------------------------------
Location Monitored Freq Range Sweep Rate Primary Bandwidth Secondary
Side Down Hz G's oct/min Hz Q Hz Hz Q Hz Q Plot # Test#
- --------------------------------------------------------------------------------------------------------------------------------
YELLOW TONER STATION BASE 3-200 0.50 2.00 33.0 2.4 18-90 56.0 3.0 1 1
----- ---- ---- ---- --- ------ ---- --- ---- ---
BLACK TONER STATION BASE 3-200 0.50 2.00 50.0 6.0 14-111 92.0 3.2 2 2
----- ---- ---- ---- --- ------ ---- --- ---- ---
PRINT HEAD
BASE 3-200 0.50 2.00 48.0 3.4 14-111 60.0 3.0 3 3
----- ---- ---- ---- --- ------ ---- --- ---- ---
AIR PUMP
BASE 3-200 0.50 2.00 7.0 3.8 3-12 4 4
----- ---- ---- ---- --- ------ ---- --- ---- ---
TONER TRAY PUMP BOARD
BASE 3-200 0.50 2.00 38.0 8.0 3-74 3.2 2.4 49.0 7.0 5 5
----- ---- ---- ---- --- ------ ---- --- ---- ---
E-BOX BOARD
BASE 3-200 0.50 2.00 37.0 2.6 18-85 55.0 4.0 80.0 2.0 6 6
----- ---- ---- ---- --- ------ ---- --- ---- ---
TRANSPORTER
BASE 3-200 0.50 2.00 30.0 3.8 9-40 15.0 1.6 7 7
----- ---- ---- ---- --- ------ ---- --- ---- ---
TRANSPORTER
FRONT 3-200 0.50 2.00 35.0 3.8 16-50 18.0 1.9 75.0 1.9 8 8
----- ---- ---- ---- --- ------ ---- --- ---- ---
TRANSPORTER
RIGHT 3-200 0.50 2.00 18.0 6.0 10-40 9 9
----- ---- ---- ---- --- ------ ---- --- ---- ---
CHASSIS
BASE 3-200 0.50 2.00 36.0 2.4 12-50 10 11
----- ---- ---- ---- --- ------ ---- --- ---- ---
Page 1
44
Rastergraphics Vibration Test Data Lansmont Corporation
2088 Sunset Drive
Pacific Grove, CA 93950
Product: COLOR STATION SHIPPING CONTAINER
Test Input (sine) Test Input (random)
----------------------------------------------------------------
Frequency Random Spectrum Dwell Time Test #
Side Down Hz G's (if used) minutes
- -------------------------------------------------------------------------------
BASE 20.0 0.50 15 13
BASE TRUCK/AIR 15 14
Page 2
45
Rastergraphics Drop Test Data Lansmont Corporation
2088 Sunset Drive
Pacific Grove, CA 93950
Product: COLOR STATION SHIPPING CONTAINER
Drop Height Side Down Response Plot # Test #
(inches) Location Monitored G's msec ips
- ---------------------------------------------------------------------------------------------------
BASE
28.00 CHASSIS 53.4 FA 32.1 314.6 1 15
ROT. EDGE
12.0 CHASSIS 4.3 FA 50.4 40.4 2 16
ROTATIONAL EDGE DROP
ONTO THE BACK EDGE.
ROLL OVER
CHASSIS 7.2 FA 69.4 86.6 3 17
ROLL OVER FROM BALANCE
POINT ONTO THE BACK SIDE.
-SCREW LOSE IN THE MAGENTA
STATION.
FA = Faired Acceleration
Page 1
46
Rastergraphics Vibration Test Data Lansmont Corporation
2088 Sunset Drive
Pacific Grove, CA 93950
Product: COLOR STATION SHIPPING CONTAINER
Test Input (sine) Test Input (random)
----------------------------------------------------------------
Frequency Random Spectrum Dwell Time Test #
Side Down Hz G's (if used) minutes
- -------------------------------------------------------------------------------
BASE 20.0 0.50 15 13
BASE TRUCK/AIR 15 14
Page 2
47
DATE AND TIME REQUIRED: MASTER COPY CUTTING LIST NO.
----------------- --------------------
1 LEFT 1 RIGHT
DATE: 6/4/90 QUANTITY: 2 PER PACK W.O.:
-------- ---------------- ---------------
ACCOUNT: RASTERGRAPHICS PART NAME: PART NO.: LG. PLOTTER
-------------------- ---------------- ---------------
O.D.: STYLE: END CAPS I.D.:
-------------------- ---------------- ---------------
CASE'L S/UP K/D UP/ARROW OTHER:
----- ----- ----- ----- -----------
================================================================================
QUANTITY DESCRIPTION QUANTITY DESCRIPTION
================================================================================
- --------------------------------------------------------------------------------
54000 FOAM
- --------------------------------------------------------------------------------
1 2 x 6 x 31
- --------------------------------------------------------------------------------
3 2 x 4 x 31
- --------------------------------------------------------------------------------
2 2 x 6 x 26 1/2
- --------------------------------------------------------------------------------
1 2 1/2 x 2 1/2 x 21
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPRIETARY INFORMATION
ALL RIGHTS RESERVED. NO PART OF ---------------------------------------
THIS WORK MAY BE REPRODUCED OR
TRANSMITTED IN ANY FORM OR BY ANY ---------------------------------------
MEANS ELECTRONIC OR MECHANICAL,
INCLUDING PHOTOCOPYING OR RECORDING ---------------------------------------
OR BY ANY INFORMATION STORAGE OR
RETRIEVAL SYSTEM, WITHOUT ---------------------------------------
PERMISSION IN WRITING FROM FUTURE
PACKAGING, INC. ---------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CLEAT: 144 = @
- --------------------------------------- ------- ------ -------
POV: 144 = @
- --------------------------------------- ------- ------ -------
5/16 PLY: 144 = @
- --------------------------------------- ------- ------ -------
3/8 PLY: 144 = @
- --------------------------------------- ------- ------ -------
PLY: 144 = @
- --------------------------------------- ------- ------ -------
LUMBER : 144 = @
- --------------------------------------- ------- ------ -------
NAILS : /40 = @
- --------------------------------------- ------- ------ -------
TOTAL LUMBER & PLY $
- --------------------------------------- ----------
TOTAL OTHER MAT'LS $
- --------------------------------------- ----------
- --------------------------------------------------------------------------------
48
DATE AND TIME REQUIRED: MASTER COPY CUTTING LIST NO.
----------------- -------------------
DATE: 5/31/90 QUANTITY: W.O.:
-------- ---------------- ---------------
LG. 224
ACCOUNT: RASTER GRAPHICS PART NAME: ELECTROSTATIC PLOTTER PART NO.: PLOTTER 424
--------------- --------------------- -----------
37 5/8 x 31 1/4
O.D.: STYLE: 601 D/E/S W/SLEEVE DST I.D.: x 45 1/2
---------------- ---------------------- --------------
CASE'L S/UP X K/D UP/ARROW OTHER:
----- ----- ----- ----- -----------
STENCIL -- P/N 2400-01
================================================================================
QUANTITY DESCRIPTION QUANTITY DESCRIPTION
================================================================================
- --------------------------------------------------------------------------------
FALSE BASE 1 DST W/ SLEEVE 500# DW; K; P2P
- --------------------------------------------------------------------------------
1 3/4 PLY 34 1/4 X 24 1/8 1 CORNER CUT TRAY 37 5/8 X 31 1/4 X 8
- --------------------------------------------------------------------------------
2 2 X 4 X 32 3/4 1 CTN; RSC; K ID 28 X 28 X 4
- --------------------------------------------------------------------------------
1 2 X 4 X 24 1/8 MATCH DRILL 1 SCORED PAD 37 5/6 X 3 X 8
TO HANGAR BOLTS
- --------------------------------------------------------------------------------
1 2 X 4 X 21 1/8
- --------------------------------------------------------------------------------
2 2 X 6 X 11 /LAMINATE TO 2" 2 S4000 END CAPS (SPECIAL ORDER)
- --------------------------------------------------------------------------------
2 1/2 PLY X 5 1/2 X 11 /BEV FLAT
- --------------------------------------------------------------------------------
2 3/8 X 3 HANGAR BOLTS
- --------------------------------------------------------------------------------
2 3/8 WING NUTS W/ FN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
N95 BLUE PROPRIETARY INFORMATION
- --------------------------------------- ALL RIGHTS RESERVED. NO PART OF
3 2 x 9 x 24 1/8 THIS WORK MAY BE REPRODUCED OR
- --------------------------------------- TRANSMITTED IN ANY FORM OR BY ANY
MEANS ELECTRONIC OR MECHANICAL,
- --------------------------------------- INCLUDING PHOTOCOPYING OR RECORDING
BASE OR BY ANY INFORMATION STORAGE OR
- --------------------------------------- RETRIEVAL SYSTEM, WITHOUT
1 3/4 PLY 37 1/2 x 31 1/8 PERMISSION IN WRITING FROM FUTURE
- --------------------------------------- PACKAGING, INC.
3 3 x 4 x 32 1/8
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
RAMP
- --------------------------------------------------------------------------------
1 1/4 PLY 37 x 24 1/8 - BEV TO
SHARP POINT
- --------------------------------------------------------------------------------
2 1 x 2 x 37 RAMP GUIDES
- --------------------------------------------------------------------------------
1 2 x 2 x 24 1/8 NAIL TO RAMP
- --------------------------------------------------------------------------------
USE GOOD LUMBER!
- --------------------------------------------------------------------------------
CLEAT: 144 = @
- --------------------------------------- ----- ----- -------
POV: 144 = @
- --------------------------------------- ----- ----- -------
5/16 PLY: 144 = @
- --------------------------------------- ----- ----- -------
3/8 PLY: 144 = @
- --------------------------------------- ----- ----- -------
PLY: 144 = @
- --------------------------------------- ----- ----- -------
LUMBER : 144 = @
- --------------------------------------- ----- ----- -------
NAIL : /40 = @
- --------------------------------------- ----- ----- -------
TOTAL LUMBER & PLY $
- --------------------------------------- --------
TOTAL OTHER MAT'LS $
- --------------------------------------- --------
=================================================================================
49
RE: RASTER GRAPHICS
24" PLOTTER
EA 500# DW SLEEVE; KRAFT
I.D. 37 5/8 x 31 1/4 x 45 1/4
EA 500# DW DST TO FIT SLEEVE; KRAFT
EA CTN; RSC; KRAFT I.D. 26 1/8 x 2 5/8 x 26 5/8
OPENING ON ENDS 275 #C/F
EA SCORED PADS 37 x 3 x 8 275 #C/F
EA CORNER CUT TRAY 500# DW; KRAFT
37 5/8 x 31 1/4 x 8 I.D. OF WELL
PROPRIETARY INFORMATION
ALL RIGHTS RESERVED. NO PART OF
THIS WORK MAY BE REPRODUCED OR
TRANSMITTED IN ANY FORM OR BY ANY
MEANS, ELECTRONIC OR MECHANICAL,
INCLUDING PHOTOCOPYING OR RECORDING
OR BY ANY INFORMATION STORAGE OR
RETRIEVAL SYSTEM, WITHOUT
PERMISSION IN WRITING FROM FUTURE
PACKAGING, INC.
50
APPENDIX B
( SPARE PARTS LIST )
51
SPARES
22" PARTS USED IN A1 MACHINE
Part Number Description
- -----------------------------------------
0109-1001 DRAM chip
0111-1004 SCSI controller chip
2200-3004 pump board
2200-3006 pressure sensor assy
2200-3010 belt edge sensor assy
2200-3012 load sensor board
2200-3017 VCR board
2200-4136 air tank
2200-5002 encoder
2200-5005 vacuum reel assy
2200-5012 toner pump
2200-5018 nozzle actuator
2200-5049 fan assy
2200-5053 disk drive assy
2200-5054 drive motor assy
2200-5057 tubing reel sensor assy
2200-5058 cutter index sensor assy
2200-5079 steering sensor assy
2200-5089 tracker motor
2200-5090 feed motor assy
2200-6077 bellows, manifold
2200-7010 e-box cable
2200-7011 e-box cable
2200-7013 disk cable
2200-7014 disk cable
A1 (24")
2400-3001 HEAD
2400-3002 INTERLOCK PCB
2400-3003 AIR VALVE PCB
2400-3004 FRONT PANEL PCB
2400-3005 POWER SUPPLY PCB
2400-3006 DRIVER PCB
2400-4034 FOUNTAIN ROLLER
2400-4053 DRYING BLADE
2400-4059 MEDIA EJECT STRIP
2400-5001 UPPER TRANSPORT
2400-5002 PAPER TRAY ASSY.
2400-5010 TONING STATION
2400-5011 CUTTER ASSY.
2400-5013 BELT ASSY.
2400-5016 AIR PUMP
2400-5017 FOUNTAIN ACTUATOR
2400-5018 HEAD ACTUATOR
2400-5019 AIR VALVE ASSY.
2400-5020 "E" BOX ASSY.
2400-5022 POWER SWITCH CABLE
2400-5024 NOZZLE ASSY.
2400-5027 AIR VALVE, CLIPPARD
2400-5028 DRYING WIPER, LEFT
2400-5029 DRYING WIPER, RIGHT
2400-5030 AIR VALVE, KIP
2400-6016 MANIFOLD, L.E. 24"
2400-6017 MANIFOLD, T.E. 24"
2400-7000 AIR VALVE CABLE
2400-7001 CHASSIS INTERLOCK CAB
52
2400-7002 INTERLOCK TO PWR SUPL
2400-7003 CHASSIS CABLE
2400-7004 HEAD POWER CABLE
2400-7005 HEAD DATA CABLE
2400-7007 POWER SUPPLY CABLE
2400-? VACUUM TUBING, 24"
53
APPENDIX C
( DOCUMENTATION AVAILABILITY LIST )
54
Kits and Manual Documentation for Oce'
09/17/90
Manuals and Kits Part #
Manual 24" ColorStation 0505-0091
MSDS Documentation 2200-5111
MS-DOS Documentation Appendix 2200-5107
MS-DOS Plotting Utility 0506-0003
Shipping Kit 2400-5038
Starter Kit 2400-5037
P.C. Kit 2200-5092
P.C. Kit Utility Manual Supplement 0505-0087
Shipping Crate 0505-0090
55
Rastergraphics Vibration Test Data Lansmont Corporation
2088 Sunset Drive
Pacific Grove, CA 93950
- --------------------------------------------------------------------------------
Product: COLOR STATION SHIPPING CONTAINER
Test Input (sine) Test Input (random)
---------------------- -----------------------------------------
Frequency Random Spectrum Dwell Time Test #
Side Down Hz G's (if used) minutes
- ----------------------------------------------------------------------------------------------------
BASE 20.0 0.50 15 13
BASE TRUCK/AIR 15 14
- --------------------------------------------------------------------------------
04/02/90 Page 2
56
09/25/90
Manuals and Kits Part #
Manual 24" ColorStation 0505-0091
MSDS Documentation 2200-5111
MS-DOS Documentation Appendix 2200-5107
MS-DOS Plotting Utility 0506-0003
Shipping Kit 2400-5038
Starter Kit 2400-5037
P.C. Kit 2200-5092
P.C. Utility Manual Supplement 0505-0087
Shipping Crate 0505-0090
Paper & Film
24" x 500' Translucent paper 2400-0403
24" x 500' Imaging paper 2400-0405
24" x 500' Premium bond paper 2400-0401
24" x 500' Matte film 2400-0402
24" x 500' Clear film 2400-0408
Toner
Black toner 2200-0011 4 bottles
Cyan toner 2200-0012 4 bottles
Magenta toner 2200-0013 4 bottles
Yellow toner 2200-0014 4 bottles
Enhancer
Black enhancer 2200-0020 6 bottles
Cyan enhancer 2200-0021 6 bottles
Magenta enhancer 2200-0022 6 bottles
Yellow enhancer 2200-0023 6 bottles
Replenisher
Black replenisher 2200-0015 6 bottles
Cyan replenisher 2200-0016 6 bottles
Magenta replenisher 2200-0017 6 bottles
Yellow replenisher 2200-0018 6 bottles
Cleaning dispersant 2200-0019 4 bottles
57
TEST 8
PLOT SPEED
Approximately 1.75 inches per second
1 pass per color in the Draft Mode
2 passes per color in the Enhance Mode
TEST 9
SYSTEM THROUGHPUT
200 DPI (draft mode) 1.5 minutes in monochrome and approximately 4 minutes
in color plots.
NOTE: Time is dependent on data rate and file size.
TEST SETUP:
Everex model 386/25
Raster Graphics spool driver, Centronics parallel
Standard plot file Timetest.plt (1.4 meg. byte HP-GL plot file)
Total time to plot full color 9 minutes (transfer time 5 min.)
400 DPI (enhanced mode) 2.5 min. in monochrome and approximately 7.5 min.
in color plots.
NOTE: Time is dependent on data rate and file size.
TEST SETUP:
Everex model 386/25
Raster Graphics spool driver, Centronics parallel
Standard plot file Timetest.plt (1.4 meg. byte HP-GL plot file)
Total time to plot full color 11 minutes (transfer time 5 min.)
200 DPI (Image mode)
Everex mode 386/25
Raster Graphics RGIMAGE driver, Centronics parallel.
Standard image plot file Image. tga (820 byte file).
Total time to plot first image is 9.5 minutes.
58
Exhibit E
Inspection and Testing Criteria for Product Acceptance
7 lines deleted
[Including time periods for notices and for completing tests -- see Section
4.3.]
1. Plotters
1.1 Model 424 Plotter
2. Spare Parts
2.1 For Model 424 Plotter
3. Supplies
3.1 For Model 424 Plotter
- Page 33 -
59
RGI OCE MODEL A1
ACCEPTANCE TEST SPECIFICATION
NOTE: This specification is considered preliminary and is subject to
modifications or refinements until the first 40 units have been
shipped or 160 days have elapsed since the signing of purchasing
agreement, which ever occurs first.
60
TEST 1
REGISTRATION
Using RGTEST1 test pattern the Black to Cyan, Magenta and Yellow must be
within + or - .004 in. or 0.10 mm.
Note: Measurement to be made in four test areas on the RGTEST1 plot.
Measurement are centerline to centerline in both horizontal and
vertical directions.
TEST 2
LINE ACCURACY
Within 0.05% maximum accumulated error over 10 in. (254 mm)
Within .005 in. (0.013 cm) under 10 in. (254 mm)
Note: @ 77 deg. F (25 deg. C) and 50% RH or on Milar media.
TEST 3
DROP OUT (WRITING HEAD.NIB)
Using RGTEST1 test pattern
Within the special test pattern area generated specifically for dropout
detection NO DROPOUTS may occur.
TEST 4
FLARING
There may be no more than 1 flared dots in 1 square centimeter in the
center of any of the square halftone patterns. In any test pattern there be
no single dot or line width that is flared greater than 2 times nominal dot
size.
EXAMPLE: If nominal dot is .005 x .005 then dot plus flare can be no larger
than 0.01 X 0.01 in. (0.025 x 0.025 cm).
61
TEST 5
BACKGROUND
Using RGTEST1 test pattern, the measured background must have a maximum
delta E value of less than 1.5
PROCEDURE: Equipment = Minolta CM 1000
First measure untoned area at beginning of plot, also place 8
layers of plotter paper under test area to eliminate the effect
of the material directly beneath the test area.
Next take a measurement in each of the four box areas on the
plot and average the sum of the four measurements. The average
delta E must be less than 1.5.
NOTE: Do to the cut sheet nature of the plotter some background staining
will occur outside the imaging area at the start and end of the plot.
TEST 6
PRIMARY AND SECONDARY COLOR
NOTE: Test must be conducted with fresh toners.
Using RGTEST2 test pattern the primary color bars must show good solid fill
in all colors for the .25 in. bars. The .5 and 1 in. bars may contain some
variation, but must visually compare to the control sample plot. Secondary
colors can have some slight variation in color and fill, but must visually
compare to the control sample plot.
Using RGTEST3 test pattern the primary color bars must show good solid fill
in all colors for all of the bars, but must visually compare to the control
sample plot. Secondary colors must have almost no variation in color, but
must visually compare to the control sample plot.
TEST 7
OVERALL PLOT QUALITY
Using TIMETEST.PLT plot output (Carson Mansion)
This plot must be free of any dropouts and be of good quality and must
visually compare to the control sample.
62
Exhibit F
Exclusive Territory and Reserved Territory
Exclusive Territory
The United Kingdom, including the Isle of Man and Channel Islands
Eire
France
Spain
Portugal, including Azores
Gibraltar
Andorra
Monaco
Netherlands
Belgium
Luxembourg
West Germany, including West Berlin
Switzerland
Austria
Liechtenstein
Italy, including the Vatican City
Denmark
Norway
Sweden
Finland
East Germany
Poland
Czechosovakia
Hungary
Bulgaria
Romania
Greece
Albania
Yugoslavia
Ireland
USSR
Turkey
Reserved Territory
Indonesia, Philippines, Singapore, Malaysia, Thailand, Kampuchea, Laos, Vietnam,
Burma, Hong Kong, Taiwan, People's Republic of China, Japan, North Korea and
South Korea
- Page 34 -
63
Exhibit G
"Exclusive Minimum" and "Non-Exclusive Minimum"
1. "Exclusive Minimum"
1.1 First Year: Two Hundred (200) Plotter Units
1.2 Second Year and each Subsequent Year:
The Exclusive Minimum is reached when Ordered Volume (as defined
below) is equal or superior to twenty four percent (24%) of Total
Volume (as defined below).
Ordered Volume is the value of all Plotters (as defined in Section
1.6) purchased by Oce during the respective Year, as valued at
the U.S. Price List in effect at the beginning of the corresponding
Year.
Total Volume is the value of all Plotters (as defined in Section 1.6)
sold by RGI during the respective Year, as valued at the U.S. Price
list in effect at the beginning of the corresponding Year.
2. "Non-Exclusive Minimum"
2.1 First Year: One Hundred Fifty (150) Plotter Units
2.2 Second Year and each Subsequent Year:
The Non-Exclusive Minimum is reached when Ordered Volume (as
defined below) is equal or superior to eighteen percent (18%) of
Total Volume (as defined below).
Ordered Volume is the value of all Plotters (as defined in
Section 1.6) purchased by Oce during the respective Year, as
valued at the U.S. Price List in effect at the beginning of the
corresponding Year.
Total Volume is the value of all Plotters (as defined in Section
1.6) sold by RGI during the respective Year, as valued at the
U.S. Price list in effect at the beginning of the corresponding
Year.
- Page 35 -
64
Exhibit H
OEM System Definition and Compensating Payment Calculation
[ THIS EXHIBIT DELIBERATELY LEFT BLANK ]
- Page 36 -
65
Exhibit I
Initial Orders
1. Within the evaluation period of Section 6.2.2 for the prototype of
RGI's Model 424 plotter, Oce shall place with RGI a firm order under
Section 6.2.3 (iii) for one (1) production unit of RGI's Model 424
plotter upon execution of this Agreement, for immediate delivery.
2. Upon qualification of RGI's Model 424 plotter in accordance with the
procedures of Sections 6.2.2 through 6.2.5, Oce shall place with RGI a
firm order under Section 6.4 for a production lot of not less than
forty (40) units of RGI's Model 424 plotters, requesting delivery over
a period of one hundred twenty) (120) days.
OCE shall not be required to take delivery of Plotters from RGI until
after a complete Deposit has been made and verified as provided in the
Technology Escrow Agreement attached as Exhibit L. In addition, Oce
shall be entitled to refund of any prepayment made for such Plotters if
such Deposit has not been made and verified as of the assigned delivery
date for the initial production lot of Plotters.
- Page 37 -
66
ELECTRICAL INSTALLATION DATA
- -------------------------------------------------------------------
Describe 50 and 60 Hz versions separately
Rated frequency 50 Hz 60 Hz
Rated voltage 100/120/220/240 V 100/120/220/240 V
Rated current (max.) 2.5/2.1/1.2/1.1 A 2.5/2.1/1.2/1.1 A
Power factor cos phi 0.65 0.65
----------------- -----------------
Required mains fuse A A
----------------- -----------------
Machine fuse T3/T1.6 A T3/T1.6 A
----------------- -----------------
Power consumption in stand-by 0.08 kW 0.08 kW
----------------- -----------------
Power consumption during
continuous operation 0.25 kW 0.25 kW
----------------- -----------------
Measuring report number(s)
Enclose copy of measuring report -----------------
Supply connection /X/ cord with plug
/_/ fixed connection
Safety class (according to IEC 536.) /_/I /_/II /_/III
Protection class (according to IEC 529) IP
------------------
Type label(s)
Enclose copy of the type label(s)
ENERGY CONSUMPTION
- -------------------------------------------------------------------------
Standard: ASTM F757-82 Attachment A
Plug-in energy Wh
----------------
Warm-up plus stand-by energy Wh
----------------
Stand-by energy Wh
----------------
Copying energy plus stand-by Wh
----------------
Measuring report number(s)
Enclose copy of measuring report(s) -----------
67
[OCE LOGO]
Chemical composition
- -------------------------------------------------------------------------
Ingredients List all ingredients. Indicate each
ingredient by its Chemical Abstract
Services Registry number and name.
Indicate the percentage of each
ingredient in mass %.
No. CAS registry No. Mass % Chemical name
1. 64742-48-9 >98% NA Contains Petroleum Solvent
(ISOPAR G)
2. Trade Secrets <2% -
3. - - -
4. - - -
5. - - -
6. - - -
7. - - -
8. - - -
Impurities Does the product contain any impurity
which necessitates special measures for
the use, maintenance or waste disposal
of the product?
/X/ No.
/_/ Yes, please indicate
68
ADDENDUM - PAGE 2
Chemical Composition
Toners, T-32B, T-32C, T-32M and T-32Y. Replenishers, R-08B, R-08C, R-08M and R-
08Y. Dispersant, D-32X will state:
No. CAS registry No. Mass % Chemical Name
- --- ---------------- ------ -------------
1. 64742-48-9 > 98% NA, contains petroleum
solvent (Isopar G)
2. polymers, pigments and
dyes claimed as trade
secrets < 2%
Enhancers, E-03B., E-03C, E-03M and E-03Y will state:
No. CAS registry No. Mass % Chemical Name
- --- ---------------- ------ -------------
1. 64742-48-9 > 92% NA, contains petroleum
solvent (Isopar G)
2. polymers, pigments and
dyes claimed as trade
secrets
All products will have the box labeled "no" check on the bottom of the page
where it is asked of the product contains any impurity which necessitates
special measures for the use, maintenance or waste disposal of the product.
69
[OCE LOGO]
Physical / Chemical data
- -------------------------------------------------------------------------
Appearance and odour (at 20(degree) C)
BLACK LIQUID, FAINT PETROLEUM Describe appearance, colour, form (gas-
HYDROCARBON ODOD liquid- solid- paste- powder) and
odour.
Density (water = 1.0)
0.75
In case of powder, state bulk density.
N/A
Particle size range of powder um
------------
Melting point (degree)C
------------
Boiling point (degree)C
------------
Vapour pressure mbar at (degree)C
------------ -----------
Vapour density (air = 1.0)
Solubility in water < 1.0 g/l at 25(degree)C
------------ ----
Or express as: insoluble, slightly soluble,
very soluble, emulsifiable, etc.
Soluble in which other solvents If insoluble in water indicate any other
MISCIBLE WITH MINERAL SPIRITS solvent suitable e.g. for cleaning.
AND OTHER ALIPHATIC SOLVENTS
ph (as supplied)
ESSENTIALLY NEUTRAL (7)
PH IN PRODUCT IS NOT DILUTED % solution:
------------- ----------
Indicate the ph and concentration of the
solution or dilution as used.
FIRE AND EXPLOSION INFORMATION
- -------------------------------------------------------------------------------
Hazard data
Flash point 38 (degree)C
-------
Explosion limits
Lower Explosive Limit (LEL) 0.8 vol %
-------
(Estimated) 53.2 g/m(3)
-------
Upper Explosive Limit (UEL) 7.0 vol %
-------
(Estimated) 465.0 g/m(3)
-------
70
ADDENDUM - PAGE 3
Physical / Chemical data
Appearance and odour (at 20 C)
All Black toner products, (Toners, Replenishers and Enhancers) T-32B, R-08B and
E-03B will state:
Black Liquid. Faint petroleum hydrocarbon odor.
All Cyan toner products, (Toners, Replenishers and Enhancers) T-32C, R-08C and
E-03C will state:
Cyan liquid. Faint petroleum hydrocarbon odor.
All Magenta toner products, (Toners, Replenishers and Enhancers) T-32M, R-08M
and E- 03M will state:
Magenta liquid. Faint petroleum hydrocarbon odor.
All Yellow toner products, (Toners, Replenishers and Enhancers) T-32Y, R-08Y and
E- 03Y will state:
Yellow liquid. Faint petroleum hydrocarbon odor.
Dispersant, D-32X will state:
Colorless liquid. Faint petroleum hydrocarbon odor.
Density (water = 1,0)
Toners, T-32B, T-32C, T-32M and T-32Y. Replenishers, R-08B, R-08C, R-08M and R-
08Y. Dispersant, D-32X will state: 0.75
Enhancers, E-03B, E-03C, E-03M and E-03Y will state: 0.78
71
[OCE LOGO] 4
Stability / / stable / / unstable
Hazardous polymerization / / may occur /x/ will not occur
Incompatibility (materials to -
avoid)
Avoid contact with strong Indicate materials which may
oxidants such as liquid cause a hazardous reaction and
chlorine, concentrated oxygen, the resulting hazardous
sodium hypochlorite, or reaction products.
calcium hypochlorite.
Hazardous decomposition
products -
Fumes, smoke carbon monoxide, Indicate hazardous
aldehydes and other decomposition products caused
decomposition products, in the by heating, burning or
case of incomplete combustion. oxidation, e.g. CO, NOx, HCl.
Unusual fire and explosion -
hazards
No unusual hazards. Indicate hazards caused by
physical agents (heat,
radiation, shock, friction,
etc.), violent reaction with
water, dust explosion etc.
Precautions
Condition to avoid -
Keep product away from heat, Indicate any condition that
pilot lights, static may cause the hazards filled
electricity, and open flame. up under hazard data.
Special precautions -
Store product in approved fire Indicate special precautions
containment cabinet. to be taken in handling and
storage to avoid above
mentioned hazardous
conditions.
Fire fighting
Extinguishing media -
Special fire fighting
procedures -
Use dry chemical, foam or If water is unsuitable,
carbon dioxide. Water may be specify the fire fighting
ineffective, but water may be media to be used. Also list
used to keep fire exposed any necessary personal
containers cool. If a lead or protective equipment.
spill has ignited, use water,
spray to disperse the vapors and
to protect anyone attempting to
stop a leak. Water spray may
be used to flush spills away
from exposures. Minimize
breathing gases, vapor, fumes
or decomposition products. Use
supplied-air breathing
equipment for enclosed or
confined spaces or as
otherwise needed.
72
[OCE LOGO] 5
Health information
Toxicity data
LC50 (rat, 4h inhalation) NA mg/m(3)
------
LC50 (rat, oral) > 5000 mg/kg
------
Other test results
LD50 (rabbit) > 3160 mg/kg
Fill up other known test
results such as:
Laboratory animal studies have - LD 50 (rabbit, dermal).
shown that prolonged and - Eye Irritation (rabbit).
repeated inhalation exposure - Skin irritation (rabbit).
to light hydrocarbon vapors in - Skin sensitization (guinea pig).
the same naphtha boiling range - Human Patch.
as this product can produce - Mutagenicity tests, e.g.:
adverse kidney effects in male - Arnes
rats. However, these effects - WP 2
were not observed in similar - Micronucleus Assays.
studies female rats and male - Subacute and/or chronic tests.
and female mice and in limited Indicate each test method used.
studies with other animal
species. Additionally in a
number of human studies there
was no clinical evidence of
such effects at normal
occupational levels. It is
therefore highly unlikely that
the kidney effects observed in
male rats have significant
implications for humans
exposed at or below the
recommended vapor limits in
the workplace.
Health hazard data
Threshold Limit Value 1800mg/m(3) _____ ppm
The value at right is for an 8 Indicate the source and date
hour day. Source - Exxon (Mfg. of the maximum concentration
of isoparg solvent) June 1, as recommended by supplier.
1989
skin penetration? / / yes / / no
Symptoms of overexposure
High vapor concentrations (> Describe acute and chronic
1000 ppm) are irritating to effects and symptoms of
the eyes and the respiratory overexposure, including
tract, and may cause sensitization.
headaches, dizziness,
anesthesia, drowsiness,
unconsciousness, and other
central nervous system
effects, including death.
Inhalation Minute amounts aspirated into the lungs during ingestion or
vomiting may cause mild to severe pulmonary injury and possibly
death.
Ingestion Product has low order of active oral-toxicity.
Eye contact Product contacting the eyes may cause eye irritation.
Skin contact Prolonged or repeated 'skin contact' with this product tends to
remove skin oils, possibly leading to irritation or dermatitis.
Other health hazards
Health studies have shown that many Indicate any known health
petroleum hydrocarbons and synthetic hazards like:
lubricants pose potential human health - mutagenicity
risks which may vary from person to -careinogenicity
person as a precaution, exposure to
liquids, vapors, mists or fumes should
be minimized.
73
[OCE LOGO] 6
Special protection information Specify recommended types of
personal protection equipment
and the recommended rate of
ventilation.
Respiratory protection -
Eye protection: Use splash goggles or face shield when eye contact may occur.
Protective gloves: Use chemical-resistant gloves, if needed to avoid prolonged
or repeated skin contact.
Ventilation/local exhaust: Use only with ventilation sufficient to prevent
exceeding recommends exposure limit or buildup of explosive concentrations of
vapor in air.
Other protective equipment: Use chemical resistant apron or other impervious
clothing, if needed to avoid contaminating regular clothing, which could result
in prolonged or repeated skin contact.
First aid
Inhalation: If overcome by vapor, remove from exposure and call a physician
immediately. If breathing is irregular or has stopped, start resuscitation,
administer oxygen, if available.
Ingestion: If ingested, DO NOT induce vomiting, call a physician immediately.
Eye contact: If splashed into the eyes, flush with clear water for 15 minutes or
until irritation subsides. if irritation persists, call a physician.
Skin contact: In case of skin contact, remove any contaminated clothing and wash
skin thoroughly with soap and water.
Medical treatment -
NA Indicate any special medical
treatment by a physician,
necessary in case of
overexposure.
Environmental information
Biodegradability -
NA State: BOD (Biological Oxygen
Demand - 5 days at 20 degrees
C) and COD (Chemical Oxygen
Demand) or equivalent test
results.
Aquatic toxicity -
State e.g. LC50 (fish) or
TLm96.
Other environmental Information -
State e.g. partition
coefficient n-octanol/water.
74
[OCE LOGO] 7
Spillage and waste procedure
Steps to be taken in case of
spillage or leakage
Shut off and eliminate all Indicate any applicable precautions
ignition sources. Keep people such as:
away. Recover free product. - avoid breathing gases and vapours.
Add sand, earth, or other - avoid contact with liquids and
suitable absorbent to spill solids.
area. Minimize breathing - remove sources of ignition.
vapors. Minimize skin contact. - use special cleaning equipment.
Ventilate confined spaces. - use personal protective equipment.
Open all windows and doors.
Keep product out of sewers and
watercourses by diking and
impounding. Advise authorities
if product has entered or may
enter sewers, watercourses, or
extensive land areas. Assure
conformity with applicable
governmental regulations.
Continue to observe
precautions for volatile,
combustible vapors from
absorbed material.
Waste disposal method
Treat as hazardous chemical Indicate disposal method in
waste in accordance with EPA accordance with legal regulations,
regulations. such as:
- flush with water.
- incinerate.
- land fill.
- treat as hazardous chemical waste.
Classification and labelling
Transport State class, number, packaging
group etc. in accordance with
the regulations of
ADR-IMO-IATA.
ADR/RID Class
---------
No.
---------
Packaging group
---------
IMO/IMDG Class
---------
IMDG-page
---------
EmS No.
---------
Packaging group
---------
IATA/RAR Class III
---------
UN No. 1/255
---------
Packaging group 3
---------
75
6
Maintenance materials
Maintenance materials are all chemical products used for installation and
maintenance by service technicians and/or customers. Examples: cleaning liquids,
glues, lubricants, preservatives.
Complete a Material Safety Data Questionnaire for each maintenance material.
No. Name
1. - Brasso - MSDS is being forwarded
2. - Alcohol wipes - Contains isopropyl alcohol (MSDS attached)
3. -
4. -
5. -
Supplies and Consumables
Examples: toner, developer, photo-conductor, silicon oil, copy materials.
Complete a Material Safety Data Questionnaire for each supply or consumable.
No. Name
1. - T-32B Black toner 1 box of 4 32 oz Bottles
2. - T-32C Cyan toner 1 box of 4 32 oz Bottles
3. - T-32M Magenta toner 1 box of 4 32 oz Bottles
4. - T-32Y Yellow toner 1 box of 4 32 oz Bottles
5. - R-08B Black replenisher 1 box of 6 8 oz Bottles
76
6a
Supplies and Consumables (Continued)
No. Name
6. R-08C 1 Box of 6 8 oz. Bottles
7. R-08M 1 Box of 6 8 oz. Bottles
8. R-08Y 1 Box of 6 8 oz. Bottles
9. E-03B 1 Box of 6 3 oz. Bottles
10. E-03C 1 Box of 6 3 oz. Bottles
11. E-03M 1 Box of 6 3 oz. Bottles
12. E-03Y 1 Box of 6 3 oz. Bottles
77
[OCE LOGO] 8
Labelling Indicate symbols, R- and
S-phrases and dangerous
ingredients according to
Directive 67/548/EEC and
supplements.
Symbol(s) -
R - phrases No. -
S- phrases No. -
Dangerous ingredients -
Additional information
- --------------------------------------------------------------------------------
Indicate any safety
information not mentioned
above.
Indicate any annexes.
Add user instructions if
available.
78
[OCE LOGO] 9
Certification
- --------------------------------------------------------------------------------
Statement The undersigned certifies that:
/ / all ingredients of the product are filled
up in the section Chemical composition.
/ / the ingredients Nos. _______ are notified
to EINECS.
/ / the ingredients Nos. _______ are notified
to TSCA.
/ / the product is packed and labelled in
accordance with the international
regulations for the transportation of
dangerous goods (IATA/IMO/ADR) and the EEC
directives for the classification, packaging
and labelling of dangerous substances and
preparations.
/ / Oce will be informed in good time before
any modification in the product
(composition, packing or label).
Authorization
- --------------------------------------------------------------------------------
Name of authorized person -
Function -
Date -
Signature -
79
Exhibit J
Safety Data Questionnaires
- Page 38 -
80
[OCE LOGO]
PRODUCT SAFETY DATA QUESTIONNAIRE
890420/mgo
In order to enable us to judge the risks of the equipment and to take adequate
precautions, necessary for safe handling, use, storage, transport and disposal,
we request you to fill up this form as completely as possible.
After evaluation of the received data it may be necessary for us to request
additional information on the product.
Please fill up all blanks.
If any particulars are not available or not relevant for
the evaluation of the product's safety, please indicate:
N.A. = not applicable
U = unknown
Return this completed form to:
Oce-Nederland B.V.
p.o. box 101
5900 MA VENLO
The Netherlands
For the attention of:
GENERAL INFORMATION
- --------------------------------------------------------------------------------
Supplier -
Product name of supplier -
Process description -
(for example: Console model plain paper copying machine.
Selenium photoconductive drum, powder toner).
Optionals -
Oce type No. -
(to be completed by Oce)
Project No. -
(to be completed by Oce)
Add overall picture of the system
81
2
Dimensions and weight
- -------------------------------------------------------------------------------
Depth ________mm
Width ________mm
Height ________mm
Weight ________kg
Weight distribution over
the supporting points / / equally distributed under use
and service conditions.
/ / not equally distributed under
use and service conditions.
Indicate the weight on each supporting point under worst case condition.
Workroom and ambient conditions
- --------------------------------------------------------------------------------
Temperature _______ degrees C
Relative humidity _______% R.H.
Specify minimum and maximum temperature and relative humidity in which the
machine will operate properly
Air purity -
Indicate any air pollutants which may affect proper operation
Minimum installation area ___m x ___m
Area has to include working space and space for service activities
Recommend the minimum room volume and minimum workroom ventilation considering
Vapours/Gases/Dust (page 5)
Workroom volume __________m(3)
Workroom ventilation __________m(3)/h
Is machine equipped with exhaust pipe? / / no
/ / yes. Please specify!
82
3
Electrical installation data
- --------------------------------------------------------------------------------
Describe 50 and 60 Hz versions separately
Rated frequency 50 Hz 60 Hz
Rated voltage ____/____/____ V ____/____/____ V
Rated current (max.) ____/____/____ A ____/____/____ A
Power factor cos phi __________ __________
Required mains fuse __________ A __________ A
Machine fuse __________ A __________ A
Power consumption in stand-by __________ kW __________ kW
Power consumption during
continuous operation __________ kW __________ kW
Measuring report number(s) __________
Enclose copy of measuring report
Supply connection / / cord with plug
/ / fixed connection
Safety class (according to IEC 536.) / / I / / II / / III
Protection class (according to IEC 529) IP __________
Type label(s)
Enclose copy of the type label(s)
Energy consumption
- --------------------------------------------------------------------------------
Standard: ASTM F757-82 Attachment A
Plug-in energy __________Wh
Warm-up plus stand-by energy __________Wh
Stand-by energy __________Wh
Copying energy plus stand-by __________Wh
Measuring report number(s) __________
Enclose copy of measuring report(s)
83
EMISSIONS
- ------------------------------------------------------------------------
RADIO INTERFERENCE
50 Hz machines must comply with the legislation in the Federal Republic of
Germany (Amtsblt Vfg 1046/1984). 60 Hz machines must comply with US FCC Rules
and Regulations, Part 15 subpart J, computing device.
CERTIFICATES
For 50 Hz machines the RFI approval mark of VDE or TUV must have been acquired.
Zeichengenehmigungs-Ausweissnummer / / TUV-FS
-----
/ / VDE
--------
For 60 Hz machines the supplier must certify compliance with US FCC Rules and
Regulations.
FCC Compliance measuring report
------------
Enclose copy of certificate(s) and compliance measuring report.
Acoustical noise
Standard: ISO 3744 and ISO 7779
Sound power level during stand-by dB(A)
-------------
Sound power level during copying / printing <55 dB(A)
-------------
Sound pressure level during stand-by,
in operator / bystander position* dB(A)
-------------
Sound pressure level during copying /printing,
in operator / bystander position* dB(A)
-------------
Impulse sound pressure level 75 dB(A)
-------------
Measuring report number(s)
Enclose copy of report(s)
-------------
*If applicable operator position otherwise bystander
Radiation
Standard for laser products: IEC 825.
Threshold Limit Values for Physical Agents in the Work Environment Adopted by
ACGIH.
Aspects to be taken into consideration:
- - lasers
- - lamps
- - visual displays
The emission spectrum of the light source and the radiation outside the machine
must be measured. Also electromagnetic radiation, if not already measured with
regard to radio interference (e.g. magnetic radiation of monitor screens).
Measuring report number(s)
Enclose copy of report(s).
84
4
Emissions
- --------------------------------------------------------------------------------
RADIO INTERFERENCE
50 Hz machines must comply with the legislation in the Federal Republic of
Germany (Amtsbit Vig 1046/1984). 60 Hz machines must comply with US FCC Rules
and Regulations, Part 15 subpart J, computing device.
CERTIFICATES
For 50 Hz machines the RFI approval mark of VDE or TUV must have been acquired.
Zeichengenehmigungs-Ausweissnummer / / TUV-FS _________
/ / VDE _____________
For 60 Hz machines the supplier must certify compliance with US FCC Rules and
Regulations.
FCC Compliance measuring report __________
Enclose copy of certificate(s) and compliance measuring report.
ACOUSTICAL NOISE
Standard: ISD 3744 and ISO 7779
Sound power level during stand-by __________dB(A)
Sound power level during copying/printing __________dB(A)
Sound pressure level during stand-by,
in operator/bystander position* __________dB(A)
Sound pressure level during copying/printing,
in operator/bystander position* __________dB(A)
Impulse sound pressure level __________dB(A)
Measuring report number(s) __________
Enclose copy of report(s)
*If applicable operator position otherwise bystander
RADIATION
Standard for laser products: IEC 825.
Threshold Limit Values for Physical Agents in the Work Environment Adopted by
ACGIH.
Aspects to be taken into consideration:
- - lasers
- - lamps
- - visual displays
The emission spectrum of the light source and the radiation outside the machine
must be measured. Also electromagnetic radiation, if not already measured with
regard to radio interference (e.g. magnetic radiation of monitor screens).
Measuring report number(s)
Enclose copy of report(s).
85
Vapours / Gases / Dust
Emission measurements must be focused on emissions to be expected from the
machine and the materials used. For ozone see section 22 (Determination of
ozone intrinsic emission rates) of Standard ECMA-129 Safety of Information
Technology Equipment (ITE).
Ozone intrinsic emission rate __________mg/min
Dust emission __________mg/m(3)
Other emissions __________
Measuring report number(s) __________
Enclose copy of report(s).
Electrical / mechanical safety
- -------------------------------------------------------------------------
Standards: IEC 950, IEC 820 for laser products and UL 1950
CERTIFICATES
For 50 Hz machines the TUV-GS approval mark must have been acquired
Zeichengenehmigung-Ausweissnummer TUV or
TUV-Bauart approval mark. TUV GS:IEC 950
-------------------------
For 60 Hz machines the UL approval mark must have been acquired.
UL Report ULvol , sec
-------- -------
Possible other approvals
-------------------------
Enclose copy of certificate(s). UL 478
CSA 22.2 No. 220
Safety Labeling
- -------------------------------------------------------------------------
Labeling in the operator and service access area
List all labels to warn for any hazards (e.g. lasers, high temperature areas,
high voltage, moving or rotating machine parts, etc.)
Specify location of the labels.
Enclose copy of the label(s).
86
5
VAPOURS/GASES/DUST
Emission measurements must be focused on emissions to be expected from the
machine and the materials used. For ozone see section 22 (Determination of ozone
intrinsic emission rates) of Standard ECMA-129 Safety of Information Technology
Equipment (ITE).
Ozone intrinsic emission rate __________mg/min
Dust emission __________mg/m(3)
Other emissions __________
Measuring report number(s) __________
Enclose copy of report(s).
Electrical/mechanical safety
- --------------------------------------------------------------------------------
Standards: IEC 950, IEC 820 for laser products and UL 1950
CERTIFICATES
For 50 Hz machines the TUV-GS approval mark must have been acquired
Zeichengenehmigung-Ausweissnummer TUV or __________
TUV-Bauart approval mark.
For 60 Hz machines the UL approval mark must have been acquired.
UL Report ULvol_____sec_____
Possible other approvals __________________
Enclose copy of certificate(s).
Safety labelling
- --------------------------------------------------------------------------------
Labelling in the operator and service access area
List all labels to warn for any hazards (e.g. lasers, high temperature areas,
high voltage, moving or rotating machine parts, etc.).
Specify location of the labels.
Enclose copy of the label(s).
87
6
Maintenance materials
- --------------------------------------------------------------------------------
Maintenance materials are all chemical products used for installation and
maintenance by service technicians and/or customers. Examples: cleaning liquids,
glues, lubricants, preservatives.
Complete a Material Safety Data Questionnaire for each maintenance material.
No. Name
1. -
2. -
3. -
4. -
5. -
Supplies and Consumables
- --------------------------------------------------------------------------------
Examples: toner, developer, photo-conductor, silicon oil, copy materials.
Complete a Material Safety Data Questionnaire for each supply or consumable.
No. Name
1. -
2. -
3. -
4. -
5. -
88
7
Waste handling
- --------------------------------------------------------------------------------
State whether special measures are necessary for waste disposal of machine parts
and consumables.
Undesired substances
- --------------------------------------------------------------------------------
State that this product does not contain / / asbestos
/ / PCB (polychlorobiphenyl)
/ / PCT (polychloroterphenyl)
Does the product contain any part for which special measures have to be taken
(use, maintenance, waste) due to the presence of substances such as arsenic,
beryllium, cadmium, mercury, etc.
/ / no
/ / yes. Indicate machine parts
and substances
Operator manual & Service manual
- --------------------------------------------------------------------------------
Enclose operator manual and service manual
Additional information
- --------------------------------------------------------------------------------
Indicate any safety information not mentioned above.
List all enclosures and annexes.
89
8
Authorization
- --------------------------------------------------------------------------------
Names of authorized person -
Function -
Date -
Signature -
90
1
[OCE LOGO]
MATERIAL SAFETY DATA QUESTIONNAIRE
871118
In order to enable us to judge the risks of the product and to take adequate
precautions, necessary for safe handling, use, storage, transport and disposal,
we request you to fill up this form as completely as possible.
After evaluation of the received data and consideration of toxicological
information on the ingredients in scientific literature it may be necessary for
us to request additional information on the product or its ingredients.
Please fill up all blanks.
If any particulars are lacking, please indicate:
N.A. = not applicable
U = unknown
Return this completed form to:
Oce-Nederland B.V.
p.o. box 101
5900 MA VENLO
The Netherlands
for the attention of:
General information
- --------------------------------------------------------------------------------
Product name -
Indicate product name as it
appears on the packing.
Packing -
Describe kind of packing
and contents by weight or
volume.
Supplier -
Address -
Contact person -
Emergency telephone no. -
This document was created with the Oce 6950/6550 system and printed on the Oce
6750.
91
2
[OCE LOGO]
Chemical composition
- --------------------------------------------------------------------------------
Ingredients List all ingredients. Indicate each ingredient by its
Chemical Abstract Services Registry number and name.
Indicate the percentage of each ingredient in mass %.
No. CAS registry No. Mass % Chemical name
1. - - -
2. - - -
3. - - -
4. - - -
5. - - -
6. - - -
7. - - -
8. - - -
Impurities Does the product contain any impurity which
necessitates special measures for the use, maintenance
or waste disposal of the product.
/ / no
/ / yes, please indicate
-
92
3
[OCE LOGO]
Physical/Chemical data
- --------------------------------------------------------------------------------
Appearance and odour (at 20 degrees C)
Describe appearance, colour, form
(gas-liquid-solid-paste-power)
and odour.
Density (water = 1.0) -
In case of powder, state bulk
density.
Particle size range of power _______ (Greek symbol mu)m
Melting point _______ degrees C
Boiling point _______ degrees C
Vapour pressure _______ mbar at _______ degrees C
Vapour density (air = 1,0) -
Solubility in water _______ g/l at _______ degrees C
-
Or express as: insoluble,
slightly soluble, very soluble,
emulsifiable etc.
Soluble in which other solvents -
If insoluble in water indicate
any other solvent suitable e.g.
for cleaning.
pH (as supplied) -
pH in ________ % solution: ________
Indicate the pH and concentration
of the solution or dilution as
used.
Fire and explosion information
- --------------------------------------------------------------------------------
Hazard data
Flash point __________ degrees C
Explosion limits
Lower Explosive Limit (LEL) __________ vol %
__________ g/m(3)
Upper Explosive Limit (UEL) __________ vol %
__________ g/m(3)
93
[OCE LOGO]
Stability / /stable / /unstable
Hazardous polymerization / /may occur / /will not occur
Incompatibility (materials to avoid) -
Indicate materials which
may cause a hazardous
reaction and the
resulting hazardous
reaction products.
Hazardous decomposition products -
Indicate hazardous decomposition products caused by
heating, burning or oxidation, e.g. CO, NOx, HCI.
Unusual fire and explosion hazards -
Indicate hazards caused by physical agents (heat,
radiation, shock, friction etc.), violent reaction
with water, dust explosion etc.
PRECAUTIONS
Conditions to avoid -
Indicate any condition that may cause the hazards
filled up under hazard data.
Special precautions -
Indicate special precautions to be taken in handling
and storage to avoid above mentioned hazardous
conditions.
FIRE FIGHTING
Extinguishing media -
Special fire fighting procedures -
If water is unsuitable, specify the fire fighting
media to be used. Also list any necessary personal
protective equipment.
94
[OCE LOGO]
HEALTH INFORMATION
- --------------------------------------------------------------------------------
TOXICITY DATA
LC50 (rat, 4h inhalation) ____________ mg/m3
LD50 (rat, oral) ____________ mg/kg
Other test results -
Fill up other known test results such as:
- LD50 (rabbit, dermal).
- Eye irritation (rabbit).
- Skin irritation (rabbit).
- Skin sensitization (guinea pig.).
- Human Patch.
- Mutagenicity tests, e.g.:
- Ames
- WP2
- Micronucleus Assays.
- Subacute and/or chronic tests.
Indicate each test method used.
HEALTH HAZARD DATA
Threshold Limit Value ___________ mg/m(3) _________ ppm
Indicate the source and data or the maximum
concentration as recommended by supplier.
skin penetration / / yes / / no
Symptoms of overexposure -
Describe acute and chronic effects and symptoms of
overexposure, including sensitization.
Inhalation -
Ingestion -
Eye contact -
Skin contact -
Other health hazards -
Indicate any known health hazards like:
- mutgenicity
- carcinogenicity
95
[OCE LOGO]
SPECIAL PROTECTION INFORMATION SPECIFY RECOMMENDED TYPES OF PERSONAL PROTECTION
EQUIPMENT AND THE RECOMMENDED RATE OF VENTILATION.
Respiratory protection -
Eye protection -
Protective gloves -
Ventilation/local exhaust -
Other protective equipment -
FIRST AID
Inhalation -
Ingestion -
Eye contact -
Skin contact -
MEDICAL TREATMENT -
Indicate any special medical treatment by a
physician, necessary in case of overexposure.
ENVIRONMENTAL INFORMATION
- -----------------------------------------------------------------------------------------------------------
Biodegradability -
State: BOD (Biological Oxygen Demand - 5 days at 20
degrees Centigrade) and COD (Chemical Oxygen Demand) or
equivalent test results.
Aquatic toxicity -
State e.g. LC50 (fish) or TLm96.
Other environmental information -
State e.g. partition coefficient n-octanol/water.
96
[OCE LOGO]
SPILLAGE AND WASTE PROCEDURE
- --------------------------------------------------------------------------------
STEPS TO BE TAKEN IN CASE OF SPILLAGE OR LEAKAGE -
Indicate any applicable precautions such as:
- avoid breathing gases and vapours.
- avoid contact with liquids and solids.
- remove sources of ignition.
- use special cleaning equipment.
- use personal protective equipment
etc.
Waste disposal method -
Indicate disposal method in accordance with legal
regulations, such as:
- flush with water.
- incinerate.
- land fill.
- treat as hazardous chemical waste.
CLASSIFICATION AND LABELLING
- --------------------------------------------------------------------------------------------------------
TRANSPORT State class, number, packaging group etc. in
accordance with the regulations of ADR-IMO-IATA.
ADR/RID Class ____________
No. ____________
Packaging group ____________
IMO/IMDG Class ____________
IMDG-page ____________
EmS No. ____________
Packaging group ____________
IATA/RAR Class ____________
UN No. ____________
Packaging group ____________
97
[OCE LOGO] EXHIBIT J
MATERIAL SAFETY DATA QUESTIONNAIRE
S71114
In order to enable us to judge the risks of the product and to take adequate
precautions, necessary for safe handling, use, storage, transport and disposal,
we request you to fill up this form as completely as possible.
After evaluation of the received data and consideration of toxicological
information on the ingredients in scientific literature it may be necessary for
us to request additional information on the product or its ingredients.
Please fill up all blanks.
If any particulars are lacking, please indicate:
N.A. = not applicable
U = unknown
Return this completed form to:
For the attention of:
General information
- ------------------------------------------------------------------------
Product name
BLACK TONER Indicate product name as it appears on the
T-32B packing.
Packing
4 x 32 oz (946 CC) Describe kind of packing and contents by
weight or volume.
Supplier RASTER GRAPHICS, INC.
Address 285 N. Wolfe Rd.
Sunnyvale, CA 94086
Contact person
Steven Igoe
Emergency telephone no.
(408) 738-7800
This document was created with the Oce 6950/6550 system and printed on the
Oce 6750.
98
EXHIBIT K
MANUFACTURING LICENSE AGREEMENT
- Page 39 -
99
EXHIBIT K
MANUFACTURING LICENSE AGREEMENT
This Agreement, effective the first day of October, 1990, is entered into by
and between
Raster Graphics, Inc. a California corporation having principal offices
at 285 N. Wolfe Road, Sunnyvale, California 94086 ("RGI"), and
Oce Graphics France S.A., a French corporation having principal offices
at 1, rue Jean Lemoine, 94003 Creteil Cedex, France ("Oce").
WHEREAS, RGI and Oce have entered into or will enter into a "Product Agreement"
concerning color electrostatic plotters and related products ("Products" as
defined in the Product Agreement) and certain related intellectual property of
RGI;
WHEREAS, RGI and Oce have entered into or will enter into a "Technology Escrow
Agreement" under which RGI will make deposits related to the Products with an
escrow agent, pursuant to which the deposits may be released to Oce;
WHEREAS, RGI and Oce desire this Manufacturing License Agreement to be
supplementary to the Product Agreement and to the Technology Escrow Agreement
pursuant to 11 United States Code ("USC") Section 365(n);
WHEREAS, an assured supply of the Products, and continuing access to rights
related to the Products, is critical to Oce in the conduct of its business
relating to the Products and in exercising its rights under the Product
Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Definitions.
1.1 "Deposit" means Deposit as defined in the Technology Escrow
Agreement.
1.2 "Plotter" means Plotter as defined in the Product Agreement.
1.3 "Product" means a Product as defined in the Product Agreement.
- Page 1 -
100
1.4 "Product Agreement" means the Product Agreement effective the
_____ day of October, 1990 by and between RGI and Oce, and to
which a draft of this Manufacturing License Agreement is
attached as Exhibit K.
1.5 "Technology Escrow Agreement" means the Technology Escrow
Agreement effecting the first day of October, 1990 by and
between RGI, Oce and an Escrow Agent, a draft of which is
attached to the Manufacturing License Agreement as Exhibit L.
1.6 "Type A1 Plotter" means a Plotter capable of producing plots
of approximately 841 mm by 595 mm sheet size (approximately
European A1 size).
2. License Grant.
2.1 General. Subject to the terms and conditions of this
Agreement, RGI hereby grants to Oce, who hereby accepts from
RGI, a nonexclusive, perpetual, irrevocable right and license,
without right of sublicense, to manufacture and have
manufactured Products and to exercise all rights of Oce under
the Product Agreement. This right and license includes a right
and license under all worldwide intellectual property rights
of RGI, and a right and license to obtain, use and copy all or
any portion of the Deposit, as well as the right to purchase
tooled parts from RGI tooling for manufacturing of the
Products. If tooled parts are unavailable for purchase from
RGI tooling on reasonable prices, in reasonable quantities and
within reasonable delivery times, Oce's right and license
shall include the right (i) to obtain and use all information
needed to have tooling made for manufacturing of the Products
or (ii) to use all tooling for manufacturing of the Products.
No other right, title or interest with respect to the
Plotters, the Deposit, or any intellectual property rights of
RGI therein are granted by RGI under this Agreement. Oce shall
only start with the manufacturing of the Products upon RGI's
general assignment of debts, insolvency, bankruptcy or similar
events such as appointment of a receiver or failure to
delivery Plotters or Spare Parts for a period of ninety (90)
days or more after the assigned delivery date (or deferred
delivery date, in the event of deferral under Section 3.10 of
the Product Agreement) in which RGI obligated to deliver the
Potters or Spare Parts pursuant to the Product Agreement.
2.2 Rights of Modification. In addition, on the terms and
conditions provided in the preceding paragraph, Oce is hereby
granted the right to make modifications to the Products.
Notwithstanding any other provisions of this Manufacturing
License Agreement, and the provisions of the Product
- Page 2 -
101
Agreement and the Technology Escrow Agreement, Oce will own
all right, title and interest in such modifications by Oce.
2.3 Component Suppliers. Oce may, but shall not be obliged to,
purchase Plotter components from third-party suppliers of RGI.
2.4 Effective Date. All rights and licenses granted to Oce under
this Agreement shall be effective as of the date first written
above.
2.5 No Trademark Rights. No right is granted by this Agreement
with respect to any trademarks, tradenames, logos or other
proprietary marks or legends of RGI.
3. Royalty Payments.
3.1 Initial Unit Royalty.
3.1.1 Amount. For the first Plotter unit of a given type
manufactured by Oce hereunder, Oce shall pay RGI an
initial unit royalty determined in accordance with
the following schedule, in which months are measured
from the date of qualification by Oce under the
Product Agreement of a Plotter of the type in
question:
Through month 24
Two million U.S. dollars (US $2,000,000)
Following month 24, through month 36
One and one-half million U.S. dollars (US
$1,500,000)
Following month 36, through month 48
One million U.S. dollars (US $1,000,000)
Following month 48, through month 60
Five hundred thousand U.S. dollars (US
$500,000)
Following month 60
One U.S. dollar (US $1.00)
3.1.2 When Payable. The initial unit royalty for a given
type of Plotter shall be due and payable in
accordance with the provisions of the Technology
Escrow Agreement.
- Page 3 -
102
3.2 Additional Unit Royalty.
3.2.1 Amount. For each Plotter unit of a given type manufactured
by Oce after the first such unit, Oce shall pay RGI an
additional per unit royalty of four percent (4%) of Oce's
list price for the Plotter unit, less any customer discounts.
3.2.2 When Payable. The additional unit royalty for a given
Plotter shall be due and payable within (30) days following
the end of the calendar quarter in which such Plotter is sold
by Oce. For this purpose, the date of a sale by Oce shall be:
(i) For a sale to a purchaser unrelated to Oce, the date on
which Oce makes delivery to the purchaser,
(ii) For a sale to a purchaser related to Oce, the date on
which the Plotter is delivered to a purchaser unrelated
to Oce
3.3 Advance Payments and Credits Due to Oce. Payments made to RGI
pursuant to the Product Agreement, for Products ordered prior to the
Technology Receipt Date but not delivered within ninety (90) days
after the assigned delivery date (as it may be rescheduled in
accordance with the Product Agreement) may upon request from Oce be
applied in payment of any amounts due to RGI under this Agreement.
Credits from RGI to Oce for any purpose under the Products Agreement
may upon request from Oce be applied in payment of any amounts due
to RGI under this Agreement.
3.4 Alternative to Royalty Payments for Type A1 Plotter. RGI hereby
offers to Oce, as an alternative to and in lieu of the Initial Unit
Royalty (under Section 3.1) for the Type A1 Plotter, the option to
purchase eight hundred thousand (800,000) shares of Raster Graphics
preferred stock at a price of two and one-half U.S. dollars (US
$2.50) per share, prior to December 28, 1990. If Oce exercises such
option, the Initial Unit Royalty for the Type A1 Plotter shall be
waived, and the Additional Unit Royalty (under Section 3.2) for the
Type A1 Plotter shall be reduced to three percent (3%) of Oce's list
price for the Plotter unit, less any customer discounts.
- Page 4 -
103
4. Technology Transfer.
4.1 Escrow Deposit. RGI shall at all times during the term of this
Agreement maintain the Deposit with Escrow Agent current as provided
in the Technology Escrow Agreement.
4.2 Delivery of Technology. The Deposit will be released to Oce in
accordance with the terms of the Technology Escrow Agreement. RGI
shall upon written request from Oce deliver to Oce any tangibles or
intangibles required to remedy any deficiencies in the Deposit.
4.3 Technical Assistance. To the extent feasible, RGI shall provide Oce
with all technical assistance reasonably requested by Oce in
connection with the manufacture of the initial Plotter unit of each
type hereunder. As consideration for such assistance, Oce shall pay
RGI a fee according to RGI's current standard rates therefor,
provided that such fee may not exceed a reasonable fee. In
addition, Oce shall reimburse RGI for all reasonable travel expenses
incurred by RGI in connection with providing such assistance.
5. Term and Termination.
5.1 Term. The term of this Agreement will be perpetual, unless
terminated as provided below.
5.2 Termination of Product Agreement. This Agreement will automatically
terminate in the event there is a termination of Oce's non-exclusive
Plotter distribution rights under the Product Agreement prior to the
commencement of production of the first Plotter hereunder.
5.3. Termination for Cause. In addition, either party may, without
penalty, terminate this Agreement effective upon thirty (30) days
written notice to the other party in the event of any of the
following:
(i) The other party materially breaches this Agreement (e.g.,
fails to make payment, indemnify or maintain confidentiality,
etc., as provided herein) or the Product Agreement;
(ii) The other party assigns any rights or obligations under this
Agreement in violation of the provisions of this Agreement;
(iii) A petition for relief under any bankruptcy, insolvency or
similar
- Page 5-
104
legislation is filed by the other party, or the other party
makes an assignment for the benefit of creditors, or a
receiver is appointed for all or a substantial part of the
other party's assets; or
(vi) The other party ceases to conduct actively business related
to this Agreement.
6. General
6.1 Product Agreement Provisions Incorporated. The provisions of the
following sections of the Product Agreement are hereby incorporated
in this Manufacturing License Agreement:
5.3, 9., 10, 13.1, 13.2, 13.3, 14., 15., 16., 17.5, 17.6, 17.7,
17.8, 17.9, 17.10, 17.11, 17.12, 17.15, 17.16, 17.17 and 17.18.
Notwithstanding the foregoing, to the extent that the provisions
referenced above conflict with any provisions of this Agreement, the
provisions for this Agreement will prevail.
6.2 Warranty of Power to Grant Licenses. RGI represents and warrants
that it has the power and the right to grant rights and licenses to
Oce as provided in this Agreement.
6.3 RGI agrees that it shall not sue Oce or object against Oce's
employing or hiring any (ex-)employees of RGI with respect to the
manufacturing of the Products pursuant to this Agreement.
RASTER GRAPHICS, INC. OCE GRAPHICS FRANCE, S.A.
By: /s/ RASTER GRAPHICS, INC. By: /s/ OCE GRAPHICS FRANCE, S.A.
------------------------- ----------------------------------
- Page 6 -
105
EXHIBIT L
TECHNOLOGY ESCROW AGREEMENT
- Page 40 -
106
EXHIBIT L
TECHNOLOGY ESCROW AGREEMENT
Account Number _____________
This Agreement, effective the 1st-day of October, 1990, is entered into by and
between
Raster Graphics, Inc. a California corporation having principal offices
at 285 N. Wolfe Road, Sunnyvale, California 94086 ("RGI"), and
Oce Graphics France S.A., a French corporation having principal offices
at 1, rue Jean Lemoine, 94003 Creteil Cedex, France ("Oce"), and
Data Securities International, Inc., a Delaware corporation having
principal offices at 49 Stevenson Street, Suite 550, San Francisco, CA
94105, ("Escrow Agent").
WHEREAS, RGI and Oce have entered into or will enter into a "Product Agreement"
concerning color electrostatic plotters and related products ("Products" as
defined in the Product Agreement) and certain related intellectual property of
RGI;
WHEREAS, RGI and Oce have entered into or will enter into a "Manufacturing
License Agreement" under which Oce shall have the right to manufacture the
Products;
WHEREAS, RGI and Oce desire this Technology Escrow Agreement to be supplementary
to the Product Agreement and to the Manufacturing License Agreement pursuant to
11 United States Code ("USC") Section 365(n);
WHEREAS, availability of or access to certain data, technology and other
materials, and to rights, related to the Products, is critical to Oce in the
conduct of its business relating to the Products and in exercising its rights
under the Product Agreement and under the Manufacturing License Agreement;
WHEREAS, RGI has deposited or will deposit with Escrow Agent data, technology
and other materials related to the Products to provide for retention and
controlled access for Oce under the conditions specified below;
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties hereto agree as follows:
- Page 1 -
107
1. Definitions.
1.1 "Account" means the deposit account established by Escrow Agent
under this Agreement.
1.2 "Deposit" means the Initial Deposit, and all supplements to the
Initial Deposit.
1.3 "Initial Deposit" means all materials initially supplied by RGI to
Escrow Agent as specified by an accompanying description in the form
of Exhibit B-0.
2. Account. Following the execution of this Agreement and the payment of
set-up and deposit fees to Escrow Agent, Escrow Agent shall open an
Account in the name of RGI for the benefit of Oce. The opening of the
Account means that Escrow Agent shall establish an account ledger in the
name of RGI and that RGI and Oce shall receive renewal notices as
provided in Section 10.2. Until RGI makes an Initial Deposit with
Escrow Agent, Escrow Agent shall have no obligation to RGI or Oce except
as defined by this section.
3. Deposits.
3.1 Initial Deposit. Upon receipt by Escrow Agent of an Initial
Deposit, the accompanying description shall be deemed added to this
Agreement as Exhibit B-1. Escrow Agent shall issue to RGI and Oce a
copy of Exhibit B-1 within ten (10) days of receipt by Escrow Agent
of the Initial Deposit.
3.2 Supplements to Deposit. RGI shall maintain the Deposit current by
depositing with the Escrow Agent a supplement to the Deposit, and an
accompanying description, within thirty (30) days of delivery to Oce
of a Product requiring such supplement. Upon receipt by Escrow
Agent of a supplement to the Deposit, the accompanying description
shall be deemed added to this Agreement as an addendum to Exhibit
B-1. Escrow Agent shall issue to RGI and Oce a copy of the
addendum to Exhibit B-1 within ten (10) days of receipt by Escrow
Agent of the supplement.
3.2 Segregation by Product. RGI shall segregate portions of the Deposit
by Product, identify the Product to which each portion of the
Deposit relates, and indicate on the accompanying description to
which Product each
- Page 2 -
108
portion of the Deposit relates. Escrow Agent shall include such
indications on each copy of Exhibit B-1 and addendum to Exhibit B-1
issued by Escrow Agent.
3.3 Certification. Following receipt by Escrow Agent of the Initial
Deposit, RGI shall certify to Escrow Agent and to Oce by written
notice given at least every twelve (12) months (and more frequently
upon written request from Oce) that the Deposit in possession of
the Escrow Agent is then correct, complete and current.
3.4 Transfer of Copy Title. RGI hereby transfers to Escrow Agent all
rights in the title to all copies of the Deposit, provided that
Escrow Agent shall hold such Deposit and rights pursuant to the
provisions of this Agreement.
4. Deposit Inspection and Verification.
4.1 Inspection by Escrow Agent. Promptly upon the receipt of any
Deposit materials, Escrow Agent will visually match the labeling of
such materials with the accompanying description and notify RGI and
Oce of any discrepancy. Escrow Agent shall not be responsible for
verifying the contents of the Deposit materials or validating the
accuracy of RGI's labeling.
4.2 Verification by or for Oce. Oce (or responsible third parties
selected by Oce and acceptable to RGI) is hereby authorized to
inspect, audit and verify the accuracy, completeness and
sufficiency of the Deposit. RGI hereby grants Escrow Agent the
permission to grant Oce access to the Deposit for such inspection,
audit and verification, and to release to Oce information
pertaining to directory lists and/or table of contents of computer
media, manuals, schematics, and manufacturing documents.
Escrow Agent is hereby also authorized to inspect, audit and verify
the Deposit or materials to be deposited to confirm the quality
thereof for the benefit of Oce. RGI hereby grants to Escrow
Agent the permission to release to Oce copies of any executables or
object code modules prepared by Escrow Agent during its "Load and
Compile" validation level for the purposes of determining the
content and quality of the Deposit.
If requested by Oce, RGI agrees to permit one employee of Oce to be
present at RGI's facility and to observe the compilation or
verification of the material to be deposited by RGI.
- Page 3 -
109
4.3 Use of RGI Facilities. RGI hereby grants Oce (or third parties
selected by Oce and acceptable to RGI) and Escrow Agent the right
to use the facilities of RGI (including computer systems), free of
charge, for the purposes of inspection, audit and verification of
the Deposit. RGI shall make available without charge any technical
and support personnel necessary for such inspection, audit and
verification.
5. Warranties and Representations of RGI. RGI hereby warrants and represents
to Oce and to Escrow Agent that:
(i) The Deposit shall at all times consist of all information and
grants of rights necessary and sufficient to enable Oce to fully
exercise its rights under the Product Agreement and under the
Manufacturing License Agreement without the aid of RGI or any other
person (other than RGI's customary suppliers) or reference to any
other materials. Such exercise shall include the manufacture,
sales, marketing, distribution, enhancement, maintenance and
servicing of the Products. Such information and grants of rights
shall include, but shall not be limited to, data, technology,
technical documentation, know-how, descriptions, software and
firmware source and object code on magnetic media, test programs,
drawings, supplier lists, authorizations to purchase from RGI
suppliers, parts lists, engineering plans and memoranda,
manufacturing instructions, descriptions of tooling and jigs,
maintenance tools, descriptions and locations of programs and other
materials not owned by RGI, licenses of and authorizations to use
intellectual property rights of RGI and others, and other materials
and grants of rights, whether or not proprietary to RGI.
(ii) The description of the Deposit, as provided to Escrow Agent and as
included in Exhibit B, is correct and complete.
These representations shall be deemed to be made continuously throughout
the term of this Agreement.
6. Treatment of Deposit.
6.1 Storage and Control. Escrow Agent shall establish a receptacle in
which it shall place the Deposit, and shall put the receptacle
under the control of one or more of its officers, selected by
Escrow Agent, whose identity shall be available to RGI and Oce at
all times.
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6.2 Duty of Care. Escrow Agent shall exercise a professional level of
care in carrying out the terms of this Agreement as it would with
similar items of its own, but in no event less than a reasonable
level of care.
6.3 Confidentiality. Escrow Agent acknowledges RGI's assertion that the
Deposit shall contain proprietary data of RGI and that Escrow Agent
has an obligation to preserve and protect that confidentiality,
consistent with the terms of this Agreement. Escrow Agent shall not
divulge, disclose or otherwise make the Deposit available to third
parties, or make any use of the Deposit, except as provided in this
Agreement or as otherwise permitted in writing by RGI. This
obligation shall continue indefinitely notwithstanding termination
of this Agreement.
6.4 Duplication. RGI grants Escrow Agent the irrevocable right to
duplicate the Deposit as necessary to preserve and safely store the
Deposit, and to provide copies thereof to Oce as authorized by this
Agreement. Escrow Agent shall reproduce on all copies of the
Deposit made by Escrow Agent any proprietary or confidentiality
notices contained in the Deposit originally deposited with it by
RGI.
7. Release of Deposit to Oce.
7.1 Conditions for Release. The only conditions for release of the
Deposit or any portion thereof to Oce shall be (i) notice from Oce
to Escrow Agent requesting release of the Deposit or a stated
portion thereof, (ii) payment of Escrow Agent's customary fee for
release, and (iii) payment of the Initial Unit Royalty to the
Escrow Agent for delivery to RGI, in accordance with the
Manufacturing License Agreement. Escrow Agent shall immediately
release the Deposit to Oce upon satisfaction of the conditions for
release defined in this Section and shall promptly deliver the
Initial Unit Royalty to RGI.
7.2 Notice to RGI. Escrow shall upon release of the Deposit to Oce
notify RGI of the release by certified mail with a copy of the
notice from the Oce.
7.3 Conditions for Use. Following a release of the Deposit or portions
of the Deposit as provided in this Agreement, Oce shall have the
non-exclusive right to use the released portion(s) of the Deposit
for the limited purposes of (i) continuing to exercise the rights
granted to Oce under the Product Agreement, in accordance with the
terms of the Product Agreement, and (ii) exercising the rights
granted to Oce under the
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Manufacturing License Agreement, in accordance with the terms of
the Manufacturing Agreement.
8. Audit Rights.
8.1 Records. Escrow Agent shall keep clear and detailed records of the
activities undertaken and materials prepared pursuant to this
Agreement. RGI and Oce will be entitled at reasonable times, during
normal business hours of Escrow Agent and upon reasonable notice to
Escrow Agent, to inspect the records of Escrow Agent with respect
to this Agreement.
8.2 Deposit. RGI or Oce will be entitled, upon reasonable notice to
Escrow Agent and during normal Escrow Agent business hours, at the
facilities designated by Escrow Agent, accompanied by a designated
employee of Escrow Agent, to inspect the physical status and
condition of the Deposit. The Deposit may not be changed by RGI or
Oce during the audit.
9. Designated Representative. RGI and Oce shall each designate one individual
to receive notices from Escrow Agent and to act on behalf of RGI and Oce
respectively in relation to the performance of their obligations under
this Agreement. A party may change its designated representative upon
notice given to the other parties, in the manner stated in Exhibit A.
10. Term and Termination.
10.1 Term. This Agreement will have an initial term of five (5) years,
commencing on the effective date first written above. This
Agreement shall be renewed for additional one-year terms in
accordance with the extension provisions set forth in the Product
Agreement, upon receipt by Escrow Agent of the specified renewal
fees.
10.2 Notice and Expiry. If renewal fees are not received within thirty
(30) days prior to the end of a term, Escrow Agent shall so notify
RGI and Oce. If the renewal fees are not received within thirty
(30) days after such notice is given, this Agreement will expire
without further notice and without liability of Escrow Agent to the
RGI or Oce.
10.3 Termination.
10.3.1 Upon Release of Deposit. This Agreement shall terminate
upon
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(i) release of the Deposit or a copy of the Deposit to Oce
and (ii) receipt by Escrow Agent of the complete payment
of all outstanding invoices. Oce has the right to pay
renewal fees and other related fees.
10.3.2 Upon Failure to Pay Fees. Escrow Agent may terminate its
obligations under this Agreement (other than its
obligations with respect to the Deposit under Section 6.3)
if invoiced fees are not paid within sixty (60) days of
receipt of invoice, provided that (i) Escrow Agent
notifies RGI and Oce of its intent to so terminate under
this Section and offers RGI and Oce in such notice a
period of not less than thirty (30) days in which to cure,
(ii) RGI and Oce fail to cure within such thirty (30) day
period, and (iii) Escrow Agent gives RGI and Oce notice of
termination at the conclusion of such thirty (30) day
period. Termination shall be effective upon receipt by RGI
and Oce of the notice of termination given at the
conclusion of the thirty (30) day period. Termination of
Escrow Agent's obligations under this Agreement shall not
terminate the rights and obligations of RGI and Oce with
respect to one another under this Agreement, and RGI and
Oce shall promptly engage a substitute Escrow Agent for
the purposes of this Agreement.
10.4 Return of Deposit. All duties and obligations of Escrow Agent to
RGI and Oce will terminate upon expiry or termination of this
Agreement. Escrow Agent shall return the Deposit to RGI only after
all outstanding invoices and the deposit return fees are paid. If
the fee(s) are not received by the renewal date of this Agreement,
Escrow Agent shall, at its option, destroy or return the Deposit to
RGI.
11. Fees.
11.1 When due. All service fees will be due in full at the time of the
request for service. Annual renewal fees will be due in full upon
the receipt of invoice unless otherwise specified by the invoice.
11.2 Late Payment. If payment is not timely received by Escrow Agent,
Escrow Agent shall have the right to accrue and collect interest at
the rate of one and one-half percent (1.5%) per month from the date
of invoice for all late payments.
11.3 Schedule of Fees. All service fees and annual renewal fees will be
paid
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by Oce and are those specified in Escrow Agent's Schedule of Fees
in effect at the time of renewal, or request for service, except as
otherwise agreed. For any service not listed on the Schedule of
Fees, Escrow Agent shall provide a quote prior to rendering such
service.
11.4 Increases. For any increase in Escrow Agent's standard fees,
Escrow Agent shall notify RGI and Oce at least ninety (90) days
prior to any renewal of this Agreement.
12. Indemnification. RGI and Oce agree to defend and indemnify Escrow Agent and
hold Escrow Agent harmless from and against all claims, actions and suits,
whether in contract or in tort, and from and against any and all
liabilities, losses, damages, costs, charges, penalties, counsel fees, and
other expenses of any nature (including, without limitation, settlement
costs) incurred by Escrow Agent as a result of performance of this Agreement
except in the event of gross negligence of Escrow Agent or willful
misconduct of Escrow Agent.
13. General.
13.1 Authority to Act. Escrow Agent may act in reliance upon any written
instruction, instrument or signature reasonably believed to be
genuine and may assume that any person giving written notice,
request, advice or instruction on behalf of a party in connection
with or relating to this Agreement has been duly authorized to do
so.
13.2 Failure to Perform. Escrow Agent is not responsible for failure to
fulfill its obligations under this Agreement due to causes beyond
its control.
13.3 Announcements. Neither party shall make any public announcement
concerning this Agreement or the relationship of the parties under
this Agreement without first obtaining the advice and consent of
the other party concerning the content and timing of such
announcement.
13.4 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of California, exclusive of State
rules of conflicts of law and of the United Nations Convention on
the Sale of Goods.
13.5 Dispute Resolution. The sole and exclusive remedy with respect to
any controversy, claim or dispute between the parties to this
Agreement arising under this Agreement or any common law, statutory
or regulatory
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provision shall be recourse to arbitration in New York, New York in
accordance with the then-effective Rules of Conciliation and
Arbitration of The International Chamber of Commerce by three (3)
arbitrators appointed according to those Rules; RGI and Oce shall
each select one arbitrator and the third arbitrator shall be
selected by the arbitrators selected by RGI and Oce. Each party
hereby expressly waives any right it may have to any remedy in a
court of law. Any award of the arbitrators shall be final and
conclusive on the parties, judgment upon such award may be
certified in any court of competent jurisdiction and no appeal
shall lie therefrom. Notwithstanding the foregoing, a party may
apply to a court of law (and equity) for injunctive relief;
provided, that it is the intent of the parties that the merits of
any claim will be ultimately determined by arbitration in the
manner provided above.
13.6 Language. This Agreement is in the English language only, which
shall be controlling in all respects. All communications and
notices to be made or given pursuant to this Agreement shall be in
the English language.
13.7 Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be given for all purposes
by delivery in person, by prepaid registered or certified mail, or
by telegram; telex, cable or telefax, addressed to the party to be
notified at the address given in this Agreement for notices to such
party, or to such other address as may be furnished from time to
time by notice from such party. A notice shall be effective upon
receipt, and shall be deemed received seven (7) days after dispatch
if sent by mail.
13.8 Severability. If any provision of this Agreement is held invalid by
any law, rule, order or regulation of any government, or by the
final determination of any state or federal court or of an
arbitration panel, such invalidity shall not affect the
enforceability of any other provisions not held to be invalid.
13.9 Entire Agreement. This Technology Escrow Agreement, and the Product
Agreement and the Manufacturing License Agreement between RGI and
Oce, set forth the entire agreement and understanding of the
parties relating to the subject matter herein and merges all prior
discussion between them.
13.10 Exhibits. The attached Exhibits, as modified from time to time in a
manner permitted under this Agreement, shall form a part of this
Agreement.
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13.11 Modification. No modification of, or amendment to, this Agreement,
or any waiver of any rights under this Agreement, shall be
effective unless in writing signed by an officer of the party to be
charged.
13.12 Power to Enter Agreement. Each party hereby warrants and represents
to the other that it has full power and authority to enter into
this Agreement and to grant all rights and licenses contained
herein.
In witness whereof, the parties have caused this Agreement to be executed by
their duly authorized representative.
RASTER GRAPHICS, INC. OCE GRAPHICS FRANCE S.A.
By: /s/ Andreas Bibl By: /s/ OCE GRAPHICS FRANCE S.A.
------------------------- ----------------------------
Name: Andreas Bibl Name:
------------------------ --------------------------
Title: President / CEO Title: Chairman
----------------------- --------------------------
Date: Oct. 1st, 1990 Date: Oct. 1st, 1990
------------------------ ---------------------------
ESCROW AGENT
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Date:
------------------------
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Exhibit A
Technology Escrow Agreement
Account Number ________
Designated Representatives and Locations
For RGI:
Address Notices to:
Designated Representative & Phone:
Address Invoices to:
For Oce:
Address Notices to: Mr. Terry Haney, Vice-President Engineering
Oce Graphics USA, Inc.
385 Ravendale Drive
P.O. Box 7169
Mountain View, CA 94309
Designated Representative Mr. Terry Haney, Vice-President Engineering
& Phone: (415) 966-9552
Address Invoices to: Same as above
For Escrow Agent:
Address Notices to: Mr. Jim Matysiak, Area Sales Manager
Data Securities International, Inc.
49 Stevenson Street, Suite 550
San Francisco, CA 94105
Designated Representative Mr. Jim Matysiak, Area Sales Manager
& Phone: (415) 541-9013
Address Invoice Inquiries and Fee Remittances to: Same as above
All requests from RGI or Oce to change the designated representative must be
given in writing and signed by an officer of RGI or Oce as the case may be.
Date: __________________
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Exhibit B
Technology Escrow Agreement
Account Number _________
Description of Deposit Materials_
RGI, pursuant to a Technology Escrow Agreement, hereby deposits the below
described materials into the above referenced Deposit Account by transferring
them to Escrow Agent. The Deposit Type is: (check space that applies)
____ Initial Deposit _____ Supplement
DEPOSIT MATERIALS
Name
Version
Date
CPU/OS
Compiler
Application
Utilities needed
Special operating instructions
Item Description Media Quantity
I certify that the above describe materials were delivered/sent to Escrow Agent.
By
Name
Title
For
Date
Materials Received.
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By
Name
Title
For Escrow Agent
Date
DEFINITIONS
RGI may Update the Deposit Account with Supplemental Materials.
Supplemental Materials are materials that are to be added to the existing
Deposit by RGI. The Supplemental materials will be incorporated into the
existing Deposit and treated as the whole.
Replacement Materials are materials which replace the entire existing deposit
materials. RGI may request to replace the entire existing deposit. The existing
Deposit materials on deposit that have been contractually allowed to be replaced
will be dealt with as specified in the Technology Escrow Agreement, or its
Exhibits and Addenda.
Escrow Agent reserves the right to destroy the existing deposit for which return
of deposit fees have not been paid. Escrow Agent will notify RGI of such action.
WARRANTY BE RGI
RGI represents and warrants that it is lawfully possessed of all Deposit
Materials stored under the Deposit Agreement and has the authority to store them
in accordance with the terms thereof.
OBLIGATIONS OF Escrow Agent
To hold these Deposit Materials and treat them as called for in the Technology
Agreement. If a Technology Escrow Agreement does not exist then to not disclose,
divulge nor otherwise make available to any third party the deposited materials
except pursuant to an agreement between RGI and Escrow Agent or under the
compulsion of a valid court order.
AMENDMENT
This form acts as an Amendment, if one is called for.
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July 17, 1991
HAT EGOU/2340
AMENDMENT TO THE MANUFACTURING LICENSE AGREEMENT
BETWEEN RASTER GRAPHICS INC, AND OCE GRAPHICS FRANCE S.A.
Effective as per July __, 1991 Raster Graphics Inc., a Californian corporation
having its principal office at 285 N. Wolfe Road, Sunnyvale, California 94086
(hereinafter "RGI") and Oce Graphics France S.A., a French corporation having
its principal offices at 1 rue Jean Lemoine, 94003 Creteil Cedex, France
(hereinafter "Oce") agree to amend the Manufacturing License Agreement dated
October 1, 1990 (hereinafter "Agreement") between RGI and Oce as follows:
1. - The definition of "Plotter" in article 1.2 shall be replaced
by the following: "Plotter means Plotter as defined in the
Product Agreement, as well as and including any New Plotter
which becomes a Plotter in accordance with Article 6.4 of the
Product Agreement.
2. The following definitions shall be added to article 1:
1.7 "Loan Agreement" means the Loan Agreement dated as of June 21,
1991 by and among RGI, NKK Corporation, NUF Corporation, Oce
and Oce USA Holding Inc.
1.8 "Security Agreement" means the Security Agreement by and among
RGI, NKK and Oce which is executed and delivered in accordance
with the Loan Agreement.
3. From Oce's right and license to manufacture and have manufactured the
Products as stated in article 2.1 shall be excluded the right and
license to manufacture the Products in Japan; except that, Oce shall
retain the right to authorize third parties to manufacture in Japan
components (such as heads, integrated circuits and casings) purchased
by Oce to manufacture the Products outside Japan.
4. The following shall be added to article 2.1:
- In line 4 after the word "Products": "including but not
restricted to the right to manufacture the electrostatic
head";
- After the last sentence: "Oce further shall be authorized to
start manufacturing of the Products upon occurence of any of
the following events:
(i) RGI fails to repay the outstanding principal amount
and accrued interest of the loan made by Oce USA
Holding Inc. pursuant to the Loan Agreement, when
due, irrespective of the 120-day extension period for
the repayment of the loan (to allow RGI to seek
outside financing to repay the loan);
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(ii) RGI is in default of any provision of Section 6 of
the Loan Agreement, irrespective of the 120-day
extension period for the repayment of the loan (to
allow RGI to seek outside financing to repay the
loan), or;
(iii) The election by Oce under Section 2H (i) or 2K of the
Loan Agreement to commence manufacturing RGI
Products.
5. In article 3.1 the schedule of initial unit royalties shall be replaced
by the following schedule:
Amount for each of Type A1 and Type A0 Plotter:
Through month 24
One million seven hundred thousand US Dollars (USD 1,700,000)
Following month 24 through month 36
One million two hundred seventy-five thousand US Dollars (USD
1,275,000)
Following month 36 through month 48
Eight hundred fifty thousand US Dollars (USD 850,000)
Following month 48 through month 60
Four hundred twenty-five thousand US Dollars (USD 425,000)
Following month 60
One US Dollar (USD 1.00)
Amount for other Products
The initial unit royalty for Products other than the Type A1 Plotter
and Type A0 Plotter shall be mutually agreed to by Oce and RGI.
6. The following articles shall be added to article 3:
3.5 Manner of Payment
3.5.1
Payments to Escrow Account. the initial unit royalty paid by Oce into
the escrow account shall be applied as follows:
(i) first, to refund the initial unit royalty to Oce if such is
required under this Agreement and the Loan Agreement.
(ii) Second, to pay all principal, accrued interest and other
amounts, if any, when such are due and payable under the Loan
Agreement and the promissory note delivered pursuant thereto.
(iii) Third, to pay to Oce all of RGI's obligations to refund
prepayments and other amounts under the Product Agreement.
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(iv) Fourth, to pay all other monetary obligations, if any, of RGI
to Oce and Oce USA Holding Inc. under the Loan Agreement and
the promissory note and Security Agreement executed in
connection therewith, this Agreement and the Product
Agreement.
3.5.2
Abatement of Running Royalty Payments. In addition, RGI agrees that if
the amount of the initial unit royalty paid into escrow is less than
the aggregate amount of all obligations of RGI to Oce describe din
Section 3.5.1 above, Oce may defer its payment of running royalties
under Section 3.2 until payment in full of the above amounts shall have
been made by RGI or until Oce's credits against such obligations have
been reduced to zero.
3.6 Taxes
The royalties payable by Oce pursuant to this Agreement do not include
local, state, federal or foreign income taxes. RGI shall be responsible
for the payment of all such income taxes associated with the royalties
paid by Oce hereunder (except for taxes based on Oce's income, which
shall be paid by Oce. Oce shall be entitled to deduct and withhold from
any payment due to RGI hereunder RGI income taxes levied by the
government of France. If such taxes are withheld by Oce, Oce shall send
to RGI a tax certificate showing payment of the taxes.
7. The following paragraph shall be added to article 5:
5.4
Continuation of Rights/Survival of Certain Terms. Notwithstanding the
termination or cancellation of this Agreement for any reason, the
rights granted to Oce pursuant to Section 2.1 above existing as of the
effective date of such termination or cancellation, and the obligation
of Oce to pay the fees set forth in Section 3 of this Agreement shall
survive the termination or cancellation of this Agreement; provided
that the exercise by Oce of its rights under Section 2.1 after such
termination or cancellation is subject to the conditions that Oce (a)
has paid to RGI the fees set forth in Section 3 above, which have
become due and payable prior to the termination or cancellation of this
Agreement, (b) pays to RGI the fees set forth in Section 3 above, which
become due and payable subsequent to the termination or cancellation of
this Agreement, if, but only if, this Agreement is terminated by RGI
for a material breach of this Agreement by Oce and (c) complies with
its obligations to maintain RGI proprietary information confidential.
Should RGI file a voluntary petition with a United States bankruptcy
court to seek protection under the United States bankruptcy law, or
should an involuntary petition be filed against RGI which RGI fails to
contest in a timely fashion or which petition is consented to by RGI,
Oce may, in its sole discretion, elect to retain Oce's rights under
this Agreement as they existing immediately prior to the filing of the
petition pursuant to the procedures set forth in the United States
bankruptcy law, including but not limited to 11 U.S.C. Section 365(n),
upon
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rejection of this Agreement by the trustee representing RGI or RGI as
debtor-in-possession.
Unless expressly modified herein, all other provisions of the Agreement shall
remain in full force and effect in their original form.
WHEREFORE, the Parties have caused this Agreement to be duly executed as of the
day and year first above written.
Raster Graphics Inc. Oce Graphics France S.A.
By: /s/ Raster Graphics Inc. By: /s/ OCE Graphics France S.A.
------------------------- ----------------------------
Title: _____________________ Title: _________________________
Date: ______________________ Date: _________________________
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29 April 1992
Raster Graphics Inc.
285 N. Wolfe Road
Sunnyvale, CA 94086-3820
USA
Dear Sirs,
This letter sets forth amendment nr. 1 of the Product Agreement between Raster
Graphics Inc. and Oce Graphics France S.A. as of 1st October 1990.
This amendment will become effective as of 1st March 1992.
1. The A0 Model Plotter, as described in Annex V to the Loan Agreement as
of June 21, 1991 is a New Plotter for purposes of Section 1.5 of the
Product Agreement. Notwithstanding the foregoing sentence a New Plotter
shall not include color electrostatic plotters for which RGI receives
third party funding to develop and which is not significantly similar
to the A0 machine.
2. The definition of the term First Year in Section 1.14, with respect to
the A0 Model Plotter, shall mean a period of 12 months beginning on 1st
April 1992 or on such later date as results from item 4 of this letter.
3. Oce agrees to place an initial purchase order (the Initial Order) for
eighty (80) A0 Models by April 30, 1992 with estimated scheduled
delivery dates, on a monthly basis, between May 1, 1992 and March 31,
1993. The Initial Order shall be firm and noncancelable, save as
provided in item 5 below.
4. If RGI fails to meet the development plan, timetable and milestones, as
described in Annex V to the Loan Agreement, Oce shall grant to RGI a
term of no longer than three (3) months to remedy its failure in which
case the commencement date of the First Year, (as defined in item 2
above), will be extended by the number of days RGI needs to remedy its
failure and (2) the dates provided in item 3 above will be extended by
the same number of days.
5. If RGI fails to remedy its failure as provided in item 4, Oce reserves
the right to cancel the Initial Order. If Oce cancels the Initial
Order, RGI may convert Oce's exclusive rights with respect to the A0
Model Plotter to non exclusive rights upon written notice to Oce.
6. Oce agrees to confirm, by written purchase orders, deliveries under the
Initial Order.
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With respect to the first three months (May, June and July 1992) such
confirmations shall be sent to RGI within one week from the date of the
Initial Order.
With respect to each subsequent month such confirmation will be sent to
RGI three months before the actual required delivery date.
Notwithstanding the provisions of Section 3.10 of the Agreement, the
deliveries for such purchase order may not be rescheduled beyond March
31, 1992, except as provided in item 4 above.
7. Prepayment, as describe din Exhibit C of the Agreement, for deliveries
under the Initial Order will be made simultaneously with the
confirmations as provided in item 6 above.
8. Oce's right and license for the Oce Model 424 (A1 Plotter) are
non-exclusive for both the Exclusive Territory and the Non-Exclusive
Territory. Consequently no minimum commitments shall apply for the Oce
Model 424, neither in terms of Exclusive Minimum, nor in terms of
Non-Exclusive Minimum and the provisions of Exhibit G of the Agreement
shall apply only to the A0 Model.
9. Exhibit G is amended as follows, with due observance of item 8 hereof:
1. Exclusive Minimum.
1.1 For the First and Second Year (as defined in item 2 above):
100 units A0 Models for each such year.
2. Non-Exclusive Minimum.
2.1 For the First and Second Year (as defined in item 2 above): 80
units A0 Models for each such year.
2.2 For the subsequent years as per the original Section 2.2, it
being understood that in accordance with item 8 hereabove, the
term "the value of all Plotters" as used in Section 2.2 of
Exhibit G shall mean only "the value of all A0 Model
Plotters."
10. In the discount Schedule contained in Exhibit B of the Agreement, the
first line is deleted and the second line is replaced by:
"Models 424 and A0 Models . . . . . . 45%."
The Discount Schedule will be renegotiated (i) for all future orders if
Oce does not purchase A0 Model Plotters with aggregate List prices of
at least US $4,000,000 per Year upon written notice from RGI, (ii) for
any order not prepaid as described in paragraph 1 of Exhibit C of the
Agreement upon written notice from RGI, and/or (iii) for all orders
scheduled for delivery after the First Year (as defined in
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item 2 above) and Subsequent Years upon no less than 30 days notice
from RGI following notice from Oce as described in Exhibit C of the
Agreement (concerning renegotiations on prepayment terms). Notice to be
given by RGI shall not be less than 14 days after RGI has received
notice from Oce.
11. The payment terms contained in the first paragraph of Exhibit C shall
apply only for the First Year (as defined in item 2 above). They will
be renegotiated for the following years as provided in the second
paragraph of Exhibit C.
12. For the avoidance of doubt and in accordance with Section 2M of the
Loan Agreement, it is hereby confirmed that the Term of the Agreement
as provided in its Section 12.1 is seven (7) years, thus ending on 1st
October 1997, unless terminated earlier in accordance with its terms.
13. In all events Oce's distribution rights with respect to the A0 Model
Plotter and any new Plotter will become nonexclusive (in both the
Exclusive Territory and in the Nonexclusive Territory) after the Second
Year.
14. Provided that Oce plotter distribution rights have not terminated then,
if during the periods April 1, 1994 through March 31, 1996, RGI
contemplates to grant nonexclusive distribution rights with respect to
the A0 Model Plotter (in the Exclusive Territory), other than terms and
conditions offered to a Foreign OEM corporation, to either of the
following companies: Calcomp, Hewlett-Packard, Xerox, Intergraph,
Mutoh, Graphtec, Roland and/or 3M (hereinafter called the Offerees)
then the following provisions will apply:
a) Before granting distribution rights to any of the Offerees,
RGI will offer to Oce the terms and conditions, including without
limitation any debt/equity financing or quantity commitments and
pricing, for such distribution rights as RGI contemplates to offer to
such Offeree. Oce will have 30 thirty days to accept the said terms and
conditions in writing.
(b) If Oce accepts the offer, RGI shall not grant distribution
rights with respect to the A0 Model Plotter to the respective Offeree.
If Oce does not accept the offer within the said 30 (thirty) day
period, then, and only then, RGI may extend the same offer and the same
terms and conditions to the respective Offeree. The Offeree will have
30 thirty days to accept the said offer.
(c) If the Offeree accepts the offer, then RGI may grant
nonexclusive distribution rights under the offered terms to the
respective Offeree. RGI shall not enter into any distribution
relationship with the said Offeree under terms and conditions, in
particular regarding quantity commitments and pricing/payment, which
are different from such terms and conditions offered to Oce pursuant to
paragraph a) hereabove.
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(d) RGI shall notify Oce forthwith in writing of the acceptance or
rejection of the offer by the Offeree.
15. To the extent that Oce's distribution rights become nonexclusive (or
terminate) for any reason, Oce will not be entitled to compensating
payments as described in Section 2.3 of the Agreement.
16. Except as expressly provided in this Amendment letter, all other
provisions of the Agreement shall remain in full force and effect in
their original form. Any ambiguity between the Agreement and this
Amendment No. 1 shall be resolved in favor of the interpretation
resulting from Amendment No. 1.
17. Nothing contained in this Amendment Letter shall in any way be
considered as an amendment of any of the provisions of the Loan
Agreement and no provisions of the Loan Agreement shall be effected by
this Amendment Letter.
If you agree with the contents of this letter, we would appreciate it if you
would confirm so, by signing and returning the enclosed copy of this letter.
Regards,
SEEN AND AGREED
Oce Graphics France S.A. Raster Graphics Inc.
/s/ Jean Pierre Dupont /s/ Rak Kumar
------------------------------ ---------------------------
Jean Pierre Dupont Rak Kumar
Vice President Marketing President, CEO
and Strategic Planning
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Fax Number - 011 33 1 49560821
January 20, 1994
Adrien Gimenez
Director B.U. Graphics
Oce Graphics France S.A.
3, rue des Archives - B.P. 138
94004 - Creteil cedex FRANCE
Dear Adrien:
This letter sets forth amendment number 2 of the Product Agreement
between Raster Graphics, Inc. (RGI) and Oce Graphics France S.A. (Oce) as of
1st, October 1990.
This amendment will become effective as of January 13, 1994 and shall
terminate as of December 31, 1994.
1. 436CX Order and Pricing
Oce will place a purchase order for a total of 40 (forty) 436CX units,
as configured below, for delivery as follows:
10 units in March 1994 (order before January 31, 1994)
10 units in April 1994 (order before February 28, 1994)
10 units in May 1994 (order before March 28, 1994)
10 units in June 1994 (order before March 31, 1994)
Notwithstanding the provision of Section 3.10 and 3.11, the deliveries
for such purchase order may not cancelled nor be rescheduled beyond June 30,
1994.
RGI guarantees a unit selling price of $22,400 (twenty-two thousand
four hundred U.S. Dollars) to Oce for a Model 436CX with 116 MB Plot Management
Option (Model 551), Toner Autoconcentrate Add System (Model 540) and CalComp
58-68000 Emulation Model (591).
The unit price will be $22,000 (twenty-two thousand two hundred U.S.
Dollars) if Oce supplies and installs the additional 4MB DRAMs for the CalComp
Emulation.
The above unit prices will be remain in effect after the first 40 units
provided all scheduled deliveries are before December 31, 1994.
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2. Technical Warranty
Oce has the right to check the reliability of the 436CX at RGI's
premises before the end of February. If the current reliability problems are not
solved on the 436CX's tested, Oce will have the right to cancel the purchase
orders placed under this amendment and if cancelled the exclusivity extension
noted in Item 4 below will terminate.
3. Other Options
Oce will use its best efforts to promote sales of other 436CX options
such as the 497 MB Hard Disk Drive, Ethernet TCP/IP Interface and Imbedded
Postscript Interpreter.
4. Exclusivity Rights
If Oce commits, on or before June 30, 1994, to place purchase orders
with RGI for an average of 10 units per month for the three month period July,
August and September, with delivery October 30, 1994, the exclusivity for the
436CX will be extended to September 30, 1994. If Oce commits, on or before
September 30, 1994, to place purchase orders with RGI for an average of 10 units
per months for the three month period October, November and December, with
delivery by January 31, 1994. Notwithstanding the provisions of Sections 3.10
and 3.11, the deliveries for such purchase orders may not cancelled nor be
rescheduled beyond January 31, 1995.
5. General
Except as expressly provided in this Amendment above, all other
provisions of the Agreement shall remain in full force and effect in their
original form.
WHEREFORE, RGI and Oce have caused this Agreement to be duly executed
as of the day and year first written above.
Raster Graphics, Inc. Oce Graphics France S.A.
By: /s/ Rak Kumar By: /s/ Adrien Gimenez
----------------------- -----------------------
Rak Kumar Adrien Gimenez
CEO and President Director B.U. Graphics
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Raster Graphics Inc.
3025 Orchard Parkway
San Jose, CA 95134
USA
Department Product Planning
Date 6.3.1995
Our reference HDGR/RGI.2
Dear Sirs,
This letter sets forth Amendment number 3 of the Product Agreement
between Raster Graphics Inc. ("RGI"), and Oce Graphics France S.A. ("Oce") as of
1st October 1990 (the "Product Agreement").
1) This amendment is effective as of September 1, 1994.
2) The amendments of the Product Agreement as contained in its
amendment number 1 of 29 April 1992 are not applicable to this amendment number
3.
3) The DCS 5400 Printer (hereafter the "Added Product"), as specified
in Annex 1 of this letter, is a New Plotter in terms of article 1.5 of the
Product Agreement.
4) In respect of the Added Product, the rights granted by article 2.1
of the Product Agreement shall be non-exclusive. The territory in which such
rights may be exercised shall comprise all countries of the world, except Japan.
5) The articles 2.2 through 2.9 of the Product Agreement and
consequently its Exhibit G shall not apply with respect to the Added Product.
6) The prices for the Added Product shall be their US list prices as
mentioned in Annex 1 to this letter, less a discount, in terms of Exhibit B of
the Product Agreement, of 35%. Oce shall have the right to apply the discount
percentage at the lower of the US list prices or International list prices. With
respect to the Added Product, the term OEM Corporation as used in article 3.4 of
the Product Agreement shall be replaced by the term "International Distributor
of RG".
7) With respect to the Added Product a new sentence shall be added to
article 3.5 of the Product Agreement, reading: "Oce's forecasts as mentioned in
this article shall be non-binding."
8) With respect to the Added Product, article 3.6 of the Product
Agreement shall not apply.
130
9) The periods of 90 days and 120 days as mentioned in article 3.7 of
the Product Agreement shall with respect to the Added Product be 60 days and 90
days respectively.
10) Notwithstanding article 5.1 and Exhibit C of the Product Agreement,
the payment terms with respect to the Added Product shall be 50% at ordering
date and 50% within 60 days after date of invoice received from RGI following
delivery.
11) Except as expressly provided for in this Amendment, all other
provisions of the Product Agreement shall remain in full force and effect.
If you agree with the contents of this letter, please confirm so by
signing and returning the enclosed copy of this letter.
Regards,
Seen and agreed
Oce Graphics France S.A. Raster Graphics Inc.
/s/ OCE Graphics France S.A. /s/ Rak Kumar
- ---------------------------- ---------------------------------
By: By: Rak Kumar, CEO and President
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ANNEX 1 to Amendment nr. 3 of the Product Agreement as of March 6, 1995.
Product Description US list price International list price
- ----------------------------------------------------------------------------------------------------------------
DS 5400 Digital Color Station 5400 $99,500.- $ 109,000.-
DCS 54S5 Optional Fifth Toning Station $ 9,950.- $ 10,950.-
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