EXHIBIT 10.9
Certain portions of this Exhibit have been deleted and filed separately with the
Commission pursuant to Rule 406. (Spaces corresponding to deleted portions
appear in brackets with asterisks.)
SUPPLY AGREEMENT
THIS AGREEMENT is made as of the 2nd day of May 1991, between Polychrome
Corporation, a Division of Sun Chemical Corporation, a Delaware Corporation
having its principal offices at 137 Alexander Street, Yonkers, New York 10702
("POLYCHROME"), and Printware, Inc. a Minnesota Corporation, having its
principal offices at 1385 Mendota Heights Road, St. Paul, Minnesota 55120
("PRINTWARE").
WHEREAS, POLYCHROME and PRINTWARE have cooperated in and made valuable
contributions to the development of digital laser platemaking systems (the
"SYSTEMS"), comprised of tangible and intangible components including equipment,
consumables, technical services, know-how and proprietary and confidential
information ("SYSTEMS COMPONENTS"); and
WHEREAS, each party intends to sell SYSTEMS bearing its own label to third
parties on its own account; and
WHEREAS, in order to offer comprehensive SYSTEMS for sale to third parties, each
party wishes to obtain certain SYSTEMS COMPONENTS from the other;
NOW, THEREFORE, the parties agree to the following:
1.0 DEFINITIONS
1.1 POLYCHROME shall mean Polychrome Corporation, Polychrome Ltd.,
Polychrome G.m.b.H., Polychrome France S.A.R.L., and any subsidiary or affiliate
of any one of them.
1.2 PRODUCTS shall mean those tangible SYSTEMS COMPONENTS set forth on SCHEDULE
1.2, attached hereto. From time to time during the term of this Agreement, the
parties may add or delete PRODUCTS covered by the Agreement upon mutual written
agreement.
1.3 SERVICES shall mean those services more specifically described in Section 7
below.
1.4 CONFIDENTIAL INFORMATION shall mean all information which is disclosed by
either party to the other in connection with this Agreement and is specifically
designated in writing as such (or if disclosed orally, confirmed in writing
within thirty (30) days of such disclosure). CONFIDENTIAL INFORMATION does not
include information which is or becomes a matter of public knowledge without the
fault of the recipient party; was known to recipient party prior to disclosure
to it by the other party; or was or is received by the recipient party from a
third person under circumstances permitting its disclosure. CONFIDENTIAL
INFORMATION shall be used solely for purposes contemplated by this Agreement
including provision of SERVICES and installation, operation, maintenance,
support and development of the PRODUCTS furnished hereunder. CONFIDENTIAL
INFORMATION shall be protected by the recipient from disclosure to others to the
same extent it would protect its own confidential or proprietary information.
2
1.5 TERM shall mean the period of two (2) years commencing on April 1, 1991 and
terminating on March 31, 1993; provided that this Agreement shall be
automatically renewed for successive one-year terms unless either party gives
the other written notice of termination at least one hundred and eighty (180)
days prior to the end of the term then in effect.
1.6 TERRITORY shall mean the United States, Canada and Europe.
2.0 DELIVERY
2.1 All PRODUCTS shall be sold F.O.B. point of manufacture, and according to
the ordering party's written instructions. Risk of loss and title shall pass
when goods are placed with a common carrier.
2.2 The supplying party shall ship PRODUCTS in accordance with Purchase Orders,
packaged in adequate boxes or containers. Any Purchase Order terms and
conditions at variance with or in addition to those of this Agreement shall be
of no force and effect. The supplying party shall apply labels to and insert
health and safety information in the boxes and containers. The supplying party
shall additionally label those products which it supplies with the ordering
party's logo and mark. The ordering party shall furnish all appropriate copy
and artwork therefor at its expense.
2.3 The supplying party shall set and confirm delivery schedules immediately
upon receipt of a Purchase Order. When existing priorities and schedules
prevent strict compliance with requested delivery dates, orders will be entered
as closely as possible to the requested delivery date and the ordering party
will be advised of the actual shipping schedule. If a supplying party cannot
ship
3
duly ordered PRODUCTS within (30) days of dates requested the ordering party
may cancel the order in whole, or in part, with no penalties or charges as
otherwise defined under Section 3.
2.4 Upon request, a supplying party shall assist the receiving party in
preparing such documentation as may be required to export any products to or
perform SERVICES at locations outside the country of origin, but all fees and
costs shall be for the receiving party's account.
3.0 PRICES
3.1 Unit prices shall be as set forth in SCHEDULE 1.2, subject to the
provisions for price adjustments herein. Prices are firm for the first twelve
(12) months of this Agreement, except prices may be decreased at any time.
Price decreases will apply to all orders shipped on or after the effective date
of the decrease.
3.2 After the initial twelve (12) months, prices may be increased no more than
once per twelve (12) month period and then only provided the party increasing
the price gives the other party at least ninety (90) days notification before
the effective date of any such price change. In the event of a price increase
notification the purchasing party may increase PRODUCT quantities purchased at
the then present price provided delivery is requested prior to the price
increase date; provided, however, that any such increased order shall be made in
good faith and in a commercially reasonable manner (taking into account such
factors as historical order figures). Either party, after receipt of written
notification of a price increase, may terminate this Agreement without further
liability. In the event of such termination, the parties agree to accept
shipments and to deliver units under the then scheduled Purchase Orders.
4
3.3 The foregoing notwithstanding, in the event the established pricing is not
industry competitive or does not provide reasonable gross margins for either
party, the parties agree to renegotiate prices in good faith. In the event
reasonably industry-competitive pricing with reasonable margins is not achieved
for any reasons, either party may terminate this Agreement upon one hundred and
eighty (180) days' written notice and neither party shall have any further
liability to the other.
4.0 PAYMENTS
4.1 Terms of payment shall be net 30 days from date of invoice (which shall not
precede shipment). For Polychrome Corporation, any payment mailed on or before,
and for non-domestic POLYCHROME affiliates a wire transfer sent before, the
thirtieth day from the date of invoice shall be deemed to have been made within
the 30 day period. POLYCHROME shall receive an additional $3,000 discount for
each complete SYSTEM (i.e., platesetter and RIP system) purchased for the
continental United States with SERVICES (as set forth in Section 6.2) fully paid
for within fifteen (15) days. All accounts unpaid after 30 days by either party
shall bear interest at the rate of one percent (1%) per month.
4.2 Each party reserves the right to suspend further deliveries if the other
fails to pay for any one shipment when payment becomes due and does not cure
within ten (10) days of written notice of such nonpayment.
5
5.0 ORDERS
5.1 Each party will provide to the other an initial ninety (90) day Blanket
Purchase Order for PRODUCTS and SERVICES, plus a forecast for the six (6) months
immediately following the ninety (90) day period. Purchase Orders for the
months subsequent to the initial 90 day Blanket Purchase Order will be provided
monthly with each having a sixty (60) day lead time. Subsequent six (6) month
forecasts will be provided quarterly. Each party will advise the other of
significant forecast changes if they occur.
5.2 Blanket Purchase Order Releases and Subsequent Purchase Order Deferments or
Cancellations.
Either party may alter specific delivery dates or cancel orders specified in the
above in writing. The degree of penalty is based upon the lead time given.
A party may, without cost, upon more than seven (7) days written notice prior to
scheduled shipment dates, defer shipment of any PRODUCT up to sixty (60) days.
Delivery deferments provided within seven (7) days for same shall be subject to
a deferment charge of 7% of the invoice price.
A party may request an advance in a scheduled shipment date and the supplying
party will use its reasonable best efforts to meet the requested delivery, at
no additional cost.
A party shall have the right to cancel any shipment scheduled for delivery
under any acknowledged Purchase Order by written notice of cancellation prior
to the scheduled delivery date if such party is not in default of its
obligations under this Agreement at time of such notice. In any such case,
the canceling party shall remit, within thirty (30) days following
cancellation notice, a cancellation fee according to the following schedule:
6
Days before scheduled Cancellation fee as
shipment date that percentage of invoice price
cancellation notice received
0 - 30 days 30%
31 - 60 days 10%
61 - or more 0%
5.3 Changes. By mutual agreement an order may be suspended or changes may be
made in quantity, model types, options, place of delivery, methods of shipment,
or other particulars. If any such change causes an increase or decrease in the
price of the PRODUCTS or in the time required for performance, the supplying
party shall promptly notify the requesting party and an equitable adjustment
shall be made. No changes shall be effective unless agreed to in writing by
both parties.
6.0 SERVICES
6.1 PRINTWARE shall provide POLYCHROME and POLYCHROME's present and prospective
customers with SYSTEMS sales and technical support for charge or no charge to
POLYCHROME depending upon the nature of services specified below. Whether for
charge or no charge, PRINTWARE will use best efforts to provide these SERVICES
in a timely and quality manner when requested by POLYCHROME.
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6.2 No Charge Services
POLYCHROME shall require SERVICES throughout the continental United States from
PRINTWARE during the initial Term of this Agreement and the price of SYSTEMS
sold to POLYCHROME in the continental United States already includes the cost of
the following SERVICES:
1) PRODUCT lead qualification training for POLYCHROME's sales
organization.
2) The marketing and selling of SYSTEMS (except consumable supplies) to
customer leads provided by POLYCHROME.
3) Achieving SYSTEM acceptance by the end user.
4) Providing computer software support.
5) On-site warranty services.
In the continental United States, upon ninety (90) days' notice, POLYCHROME may
elect not to use the above listed SERVICES (other than warranty services) from
PRINTWARE and PRINTWARE will reduce prices for SYSTEMS sold to POLYCHROME to the
same prices as sold to Polychrome Europe. However, any POLYCHROME order placed
for a customer which had, within the prior one hundred and twenty (120) days,
received a SYSTEM proposal (prepared with PRINTWARE assistance as contemplated
above) will be sold at the price that includes the above-listed SERVICES.
Otherwise, all orders placed will be billed at the price in effect at the time
of order. If, at a later date, POLYCHROME again requests PRINTWARE to provide
such SERVICES, then PRINTWARE will provide these SERVICES on a quality and
timely basis and charge POLYCHROME at the then published rates (which shall be
reasonably based upon PRINTWARE's current rates, attached hereto as SCHEDULE
6.1) or on a time and materials basis.
8
In Europe, POLYCHROME will not require PRINTWARE's SERVICES (other than
warranty services). PRODUCT prices from PRINTWARE to POLYCHROME in these
territories will not include SERVICES costs. If POLYCHROME requests PRINTWARE
to provide SERVICES, then PRINTWARE will provide these SERVICES on a timely
and quality basis and charge POLYCHROME at the then published rates (which
shall be reasonably based upon PRINTWARE's current rates, attached hereto as
SCHEDULE 6.1), including reasonable expenses of travel from the United States
as necessary.
6.3 It is expressly agreed that in performing SERVICES, PRINTWARE will be
acting as POLYCHROME's limited agent as directly related to the provision of
SERVICES hereunder. In performing SERVICES, PRINTWARE shall conduct itself as
POLYCHROME's fiduciary with regard to customer relations and sensitive
commercial information.
7.0 ADDITIONAL DUTIES OF THE PARTIES
7.1 Each party further agrees to the following:
a) To make available to the other at no charge, in the United States
training for technical support and applications sufficient to foster and promote
sales and service of the SYSTEMS. However, the party requiring training will
pay for all travel and living expenses incurred by its designated trainees.
b) To supply to the other, at no charge, a reasonable amount of sales and
technical support literature in English for all PRODUCTS sold.
c) To advise the other party promptly of any modifications or
improvements to the PRODUCTS and offer them to such other party. The supplying
party agrees that any such
9
modifications or improvements shall not be installed into PRODUCTS sold to
the ordering party without written consent by the latter, which consent shall
not be unreasonably withheld.
d) As to equipment, to stock and supply spare parts, accessories, options
and supplies for the PRODUCTS sold by it to the other party during the TERM, any
renewals thereof, and for five (5) years after any individual PRODUCT is
discontinued, whichever occurs first, at prices discounted at least 30% from the
then current price list, which is to be provided no later than July 1, 1991.
Spare parts for PRODUCTS shall be shipped, subject to availability, within two
(2) weeks after receipt of order and shall not be subject to any quantity
limitations. Each party intends to stock spare parts adequate to meet routine
needs of its customers, but the supplying party shall ship emergency orders for
spare parts to locations designated by the requesting party by the most
expeditious method by 5:00 P.M. of its local time the day following receipt of
the emergency order.
e) As to consumables (including plates and chemistry), to provide (itself
or through a suitable alternative supplier) a continuing supply for five (5)
years from the expiration of this Agreement.
f) To advertise and otherwise promote the SYSTEMS at its own expense to
an extent determined in its sole discretion.
g) To market the PRODUCTS under its own trade name or trademark and not
to use any trade name, trademark and/or logo of the other party or any which may
be considered confusingly similar to those used by such other party. If a party
requests the other to label PRODUCTS, packaging or any other material for such
requesting party's benefit, the requesting
10
party shall indemnify and hold the other party harmless from any and all
infringement claims, losses or liabilities arising therefrom.
h) To comply with all applicable laws and regulations relating to the
sale, use, packaging and labeling of the PRODUCTS, including, but not limited to
those related to OSHA, Right to Know legislation, and export/import of goods,
with the cooperation of the other party as set out herein. All taxes, duties,
fees, insurance and like costs incurred in connection with the sale of PRODUCTS
under this Agreement, shall be for the purchasing party's account.
8.0 WARRANTY
8.1 Each party warrants that the PRODUCTS shall conform to the specifications
attached hereto as SCHEDULE 8.1 ("SPECIFICATIONS") and shall be free from
defects in materials or workmanship (a) as to hardware, for ninety (90) days
from installation, (but in no event more than two hundred and seventy (270) days
from the date of shipment), and (b), as to consumables, for twelve (12) months
from date of shipment. Each party disclaims all other warranties, express or
implied, including the implied warranties of merchantability or fitness for a
particular purpose. Warranty will be further subject to the condition that the
PRODUCTS have not been modified or altered without approval of the supplying
party and have been stored, maintained and used with the appropriate processing
equipment and chemistry as directed by the supplying party. A party's sole
obligation on account of breach of warranty is to replace or repair defective
PRODUCT, or at its discretion to issue a credit for same. The providing party
retains the right to inspect any PRODUCT alleged to be defective. In no event
shall either party be liable for any damages, whether direct, indirect,
incidental or consequential.
11
9.0 PROPRIETARY RIGHTS INDEMNITY
9.1 Each party shall defend (at its expense) and indemnify the other in any and
all suits brought by any third party for infringement of any proprietary right
by reason of any PRODUCT furnished under this Agreement and its use, unless such
infringement is caused by unauthorized modification of same by the receiving
party. Each party shall notify the other promptly of any notice of claim of
infringement and the manufacturing party shall have sole control of the defense
of any action on such claim and all negotiations for its settlement or
compromise. Each party shall reasonably cooperate in the defense of any alleged
infringement as reasonably requested by the other. Neither party shall be
responsible for any costs, expenses or compromises made without the allegedly
infringing party's prior written consent. Obligations under this section shall
survive this Agreement.
10.0 DISTRIBUTION
10.1 In partial consideration of contributions to the development of the
SYSTEMS, including the provision of input of a confidential and proprietary
nature, the fiduciary elements of this Agreement, and POLYCHROME's substantial
investment in building a market for the SYSTEMS in the continental United States
and Europe, PRINTWARE shall manufacture SYSTEMS as an OEM (private label)
exclusively for POLYCHROME among metal lithographic plate manufacturers and
POLYCHROME agrees to purchase its requirements for SYSTEMS exclusively from
PRINTWARE. Notwithstanding the foregoing, PRINTWARE reserves the right to sell
SYSTEMS under its own label directly, as an OEM (other than as qualified above)
and through dealer/distributors.
12
10.2 The OEM exclusivity set forth in Section 10.1 is further conditioned upon
POLYCHROME's purchase of a minimum of seventy-five (75) SYSTEMS during the
initial two-year term of this Agreement. Loss of exclusivity shall be
POLYCHROME's only liability for failure to meet such minimum.
11.0 NEW PRODUCTS, TECHNOLOGY, AND RIGHT TO MANUFACTURE
In consideration of the close cooperation of the parties in developing the
SYSTEMS, the valuable resources each has expended in such development efforts,
the mutual interest in fostering future developments, and the anticipated
commercial value of same, the parties specifically agree as follows:
11.1 All information disclosed or generated during the course of SYSTEMS
development will be deemed to be CONFIDENTIAL INFORMATION as defined under
Section 1.4 of this Agreement.
11.2 In the event the active collaboration of the parties generates patentable
subject matter, the parties will cooperate in preparation and prosecution of a
patent application (including execution of assignments of rights to each party
equally) and will share expenses equally. However, if one party chooses not to
pursue any application for patent, the other may proceed at its sole expense and
retain sole title, right and interest thereto, but nothing shall relieve either
party of its duty to cooperate in good faith with the other in the
application/prosecution process.
11.3 Any additional PRODUCTS developed as a result of mutual cooperation may be
added to the list of PRODUCTS and shall be sold and bought under this Agreement
for prices to be negotiated in good faith.
13
11.4 Unless otherwise agreed, each party will bear its own development expenses.
11.5 In the event this Agreement is terminated by POLYCHROME pursuant to Section
13.1 (A) or (B) or PRINTWARE elects to cease manufacturing any PRODUCT,
PRINTWARE shall offer to POLYCHROME the right of first refusal in all
proprietary rights to such PRODUCT (including trade secrets, patents, licenses
or other entitlement) necessary or desirable to make, have made, use and sell
such PRODUCT on mutually agreeable terms and conditions to be negotiated in good
faith. In the event this Agreement is terminated by PRINTWARE pursuant to
Section 13.1(A) or (B), POLYCHROME shall provide to PRINTWARE full authority and
information adequate for PRINTWARE to approach POLYCHROME's vendors to directly
source as an OEM any PRODUCT plate processing equipment, chemistry or supplies.
12.0 EXCLUSIVITY
12.1 In consideration of past and future contributions to development of the
SYSTEMS, the fiduciary elements of this Agreement, and POLYCHROME's substantial
investment in building a market for the SYSTEMS, PRINTWARE agrees that during
the TERM or any renewal thereof, (a) it will purchase all of its requirements
for OPC plates, plate processing equipment and plate processing chemistry from
POLYCHROME, and (b) it will not enter into any OPC sensitized material or metal
plate procurement relationship with any entity that manufactures, markets or
sells printing plates, plate processing equipment or chemistry. If POLYCHROME
is unable to achieve a selling price to PRINTWARE of 41% off the then-current
list price per foot for OPC-D plates by January 1, 1992, PRINTWARE may thereupon
seek to purchase (only) such plates from
14
third parties (and, in such case, POLYCHROME may also purchase its
requirements pursuant to Paragraph 12.2 from third parties as well).
12.2 In consideration of past and future contribution to the development of
SYSTEMS (including the Models 1440 ES and MP platesetters, the Model 1440 MP
ZipRip raster image processor and associated consumables), the fiduciary
elements of this Agreement and PRINTWARE's substantial investment in SYSTEMS and
market development, during the TERM of this Agreement and any renewal thereof,
POLYCHROME agrees to purchase all its requirements for digital laser platemakers
meeting the specific description in Schedule 1.2 from PRINTWARE. During the
initial two-year TERM of this Agreement only, POLYCHROME agrees to purchase all
its requirements for related IR-sensitive zinc oxide paper plates from
PRINTWARE.
13.0 TERMINATION
13.1 PRINTWARE or POLYCHROME will have the right to immediately
terminate this Agreement and/or any Purchase Orders hereunder if the other
party:
A) makes an assignment for the benefit of creditors, or a receiver, trustee in
bankruptcy or similar officer is appointed to take charge of all or part of its
property, and/or is adjudged bankrupt, or
B) neglects or fails to perform or observe any existing or future material
obligations(s) to the other party (including failure to meet SPECIFICATIONS and
late delivery by more than 30 days) under this Agreement, and such condition(s)
is not remedied within thirty (30) days after written notice thereof has been
given particularizing the default.
15
13.2 Upon the termination of this Agreement each party shall promptly deliver to
the other all price lists, information, brochures and such other pertinent
documentation of the PRODUCTS or the requirements of customers as it may
possess.
13.3 Neither party shall use or disclose to any other person CONFIDENTIAL
INFORMATION for a period of five (5) years from the termination of this
AGREEMENT.
14.0 MISCELLANEOUS PROVISIONS
14.1 The waiver by either party of a breach of this Agreement by the other shall
not be deemed to be a waiver of any subsequent breach.
14.2 PRINTWARE and POLYCHROME each shall act as principals in all respects
concerning this Agreement and neither of them shall hold itself out as the agent
of the other, except as otherwise provided herein. Each party shall keep the
other free from all expenses and costs other than those that may be specifically
authorized by the other in writing.
14.3 All notices and requests required or authorized hereunder shall be given in
writing either by personal delivery to the party to whom notice is to be given,
or by registered or certified mail, return receipt requested, or by confirmed
facsimile or telex and the date upon which any such notice is received shall be
deemed to be the date of such notice, irrespective of the date appearing
therein. Each notice shall be addressed as follows (or to such other address as
either party may designate pursuant to this paragraph):
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If to POLYCHROME:
POLYCHROME CORPORATION
137 Alexander Street
Yonkers, New York 10702
Attn: William R. Palafox
Director, Imaging Systems
If to PRINTWARE:
PRINTWARE, INC.
1385 Mendota Heights Road
St. Paul, Minnesota 55120
Attn: Daniel A. Baker
14.4 In any action by either party to collect the purchase price of the PRODUCTS
or to otherwise enforce any provision of this Agreement, the prevailing party
shall be entitled to reimbursement of its reasonable attorneys' fees. Under no
circumstances shall either party be liable for consequential damages.
14.5 This Agreement shall be governed by, and for all purposes be construed and
deemed to be a contract made under and pursuant to, the laws of the State of
Minnesota (without giving effect to any choice of law provisions thereunder).
14.6 If any provision hereof shall be determined to be illegal or unenforceable,
the remaining provisions of this Agreement shall not be affected thereby and
shall remain in full force and effect.
14.7 Each party hereto shall be relieved of its obligations hereunder to the
extent that fulfillment of such obligations shall be prevented by any occurrence
beyond the reasonable control of the party affected thereby.
14.8 The captions and headings set forth herein are for convenience and
reference only.
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14.9 Neither party shall assign this Agreement or any rights or obligations
hereunder without the prior written consent (which consent shall not be
unreasonably withheld in the case of a requested assignment to an affiliate or
subsidiary or to a purchaser or transferee of all or substantially all of the
assets of a party) of the other and any attempt to do so will be null and void.
14.10 This Agreement, including the Schedules attached hereto, contains the
entire agreement between the parties with respect to the subject matter hereof
and may be changed only by written amendment signed by the parties. Any prior
understandings and agreements between the parties are merged herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
PRINTWARE, INC. POLYCHROME CORPORATION
By: /s/ D. V. Mager By: /s/ Donald O. Wheeler
---------------------------------- ---------------------------------
Title: President Title: President
------------------------------- ------------------------------
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SCHEDULE 1.2
POLYCHROME PRICE LIST TO PRINTWARE
April 15, 1991
POLYCHROME CONSUMABLES:
1. OPC-D ALUMINUM PRINTING PLATES (1 ROLL/CARTON):
- Specially formulated laser-exposable printing plates on .150mm thick
graphic arts quality aluminum substrate. Capable of 50,000 copy run
lengths.
- Roll sizes:
-9-3/8" x 147 feet
-10" x 147 feet
-11" x 147 feet
-13-3/8" x 147 feet
-14-1/2" x 147 feet
-15" x 147 feet
-15-1/2" x 147 feet
-16" x 147 feet
- Additional sizes available on request. 20 roll minimum order required.
OEM LIST OEM
USA USA EUROPE
--- ---- ------
(US $) (BRITISH
POUNDS
STERLING)
- Per square foot of roll plate material. .[**] . 1.80
- Per square meter of roll plate material . . . . . . . . .[**]
2. OPC-D ALUMINUM PRINTING PLATES (CUT SHEETS, 50 PLATES/PACKAGE):
- Specifically formulated laser-exposable printing plates on graphic arts
quality aluminum substrate.
- Up to 50,000 run length for 0.150mm thickness.
- Up to 100,000 for greater thickness.
OEM LIST OEM
USA USA EUROPE
--- ---- ------
(US $) (BRITISH
POUNDS
STERLING)
- 0.150mm thickness
- Per quare foot . . . . . . . . . . [**] . 1.70
- Per square meter . . . . . . . . . . . . . . . . . [**]
- 0.200mm thickness
- Per square foot. . . . . . . . . . [**] . 1.75
- Per square meter . . . . . . . . . . . . . . . . . [**]
- 0.300mm thickness
- Per square foot. . . . . . . . . . [**] . 1.78
- Per square meter . . . . . . . . . . . . . . . . . [**]
CONFIDENTIAL 1
POLYCHROME CONSUMABLES (CONTINUED):
OEM LIST OEM
USA USA EUROPE
--- ---- ------
(US $) (BRITISH
POUNDS
STERLING)
3. OPC-D LIQUID TONER CONCENTRATE
- Liter. . . . . . . . . . . . . . . . 85.50. 120.00 . 49.36
- 1/2 Liter bottle . . . . . . . . . . 42.75. 60.00
4. OPC-D LIQUID TONER DILUTED 30:1
- Case (6 x 1 qt). . . . . . . . . . . 33.84. 56.40
- 5 Litre containers . . . . . . . . . . . . . . . . . . 16.35
5. OPC-D DEVELOPER
- 5 gallon cubitainer. . . . . . . . . 42.00. 84.93
- 5 Litre containers . . . . . . . . . . . . . . . . . . 5.75
6. POLYCHROME FINISHING GUM
- Gallon . . . . . . . . . . . . . . . 14.18. 26.93
- 5 Litre containers . . . . . . . . . . . . . . . . . . 6.50
POLYCHROME EQUIPMENT:
OEM LIST OEM
USA USA EUROPE
--- ---- ------
(US $) (BRITISH
POUNDS
STERLING)
1. OPC 450 TABLETOP PLATE PROCESSOR:
- Specially designed for Polychrome's OPC plates. Develop, wash, gum, dry
functions.
- Thermostatically-controlled developer heater.
- Variable speed control, manual start/stop.
- With delivery table and stand.
[**] . 8,738. .[**]
2. OPC 450 PLATE PROCESSOR OPTIONS:
- Converts 450 tabletop processor to upright model
- Stand. . . . . . . . . . . . . . . . 205. . 275. . 95
- Delivery Table . . . . . . . . . . . 121. . 162. . 56
3. OPC 450 "SUPER" PLATE PROCESSOR:
- Deluxe version of 450 model. Additional features include: plate
transport system auto sensor start-up, auto stop at end of plate
developing cycle, auto developer and gum replenishment, stand and
delivery table.
[**] . 10,709 [**]
4. OPC 450 PLATE PROCESSOR SPARE PARTS:
- Pending
CONFIDENTIAL 2
JOINT
U.S. SALES OEM
---------- ---
1440 MP PLATESETTER-ZIPRIP SYSTEM. . . . . . . . . . . $[**] $[**]
1440 MP PLATESETTER - 220V.
System includes:
- Computer-to-metal-printing-plate imaging
capability for 1st-generation output
- 1200x1200 dpi resolution
- 98 pica maximum plate width
- 90 pica maximum imageable region
- Variable imaging length
- 40" per minute imaging speed
- Compatible with 1440 MP Plate media
- 120 lip halftone capability
- Liquid toner technology
- Operator key-pad with on-line diagnostics
- Automatic media cutter
- 1440 MP ZipRip
1440 MP PLATESETTER. . . . . . . . . . . . . . . . . . $[**] $[**]
1440 MP ZIPRIP . . . . . . . . . . . . . . . . . . . . $19,995 $12,995
1440 ZIPRIP-TM- OPTIONS
Hard Disk Drives
- 105 MB hard disk . . . . . . . . . . . . . . . $1,350 $880
- 210 MB hard disk . . . . . . . . . . . . . . . $2,225 $1,445
Internal Memory Upgrades
- 4 MB RAM . . . . . . . . . . . . . . . . . . . $1,500 $975
- 16 MB RAM. . . . . . . . . . . . . . . . . . . $6,000 $3,900
1440 MP PRODUCT OPTIONS
Choice of one interpreter:
- Printstyle-TM- (PostScript-Registered
Trademark- compatible). . . . . . . . . . . . . $N/C $N/C
- Printset-TM- (Printware native command set) . . $N/C $N/C
- Autologic-Registered Trademark- ICL subset. . . $1,000 $650
Automatic Converter. . . . . . . . . . . . . . . . . $695 $550
- Automatic converter used to convert (etch)
1440 Zinc Oxide Plates
Optical Mastering System (on-line storage of data;
high-speed access) . . . . . . . . . . . . . . . . . $19,040 $12,375
- IBM-PS/2 model 30 Mastering Host, keyboard,
monitor, SCSI cable, Printware optical master
software, documentation
- Optical Mastering Station: 2-400MB WORM disk
drives, 20MB hard disk
Mass Storage Options:
- 800MB Optical Disk Drive (WORM), 400MB on-line
per side. . . . . . . . . . . . . . . . . . . . $5,000 $3,250
- 800MB Optical Disk Media (400MB per side) . . . $150 $120
Diagnostics Option:
- 1440 Information Terminal for diagnostic
information and operational status of 1440
Platesetter/Image Processor . . . . . . . . . . $550 $385
1440 Platesetter Stand . . . . . . . . . . . . . . . $790 $555
- Sturdy stand designed to hold the 1440 Platesetter.
CONFIDENTIAL 3
PRINTWARE CONSUMABLES OEM
---
1440 Toner (6 x 1 qt.). . . . . . . . . . . . . . . . . . . . $58/box
1440 Dispersant (6 x 1 qt.) . . . . . . . . . . . . . . . . . $25/box
1440 Conversion/Fountain Solution Concentrate
- 4 x 1 concen. gallon/box--mixes 5 liquid gallons
per 1 dry gallon . . . . . . . . . . . . . . . . . . . . $280/box
- 4 x 1 quart/box--mixes 1 liquid gallon in each
container provided . . . . . . . . . . . . . . . . . . . $69/box
1440 Non-ferrocyanide Fountain Solution Concentrate for
magnetic ink users
- 4 x 1 concen. gallon/box--mixes 10 liquid gallons
per 1 dry gallon . . . . . . . . . . . . . . . . . . . . $69/box
1440 Standard Zinc Oxide Plates (2 rolls/carton):
- 8" x 400 feet. . . . . . . . . . . . . . . . . . . . . . $[**]/roll
- 9" x 400 feet. . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 10" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 11" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 12" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 12-9/16" x 400 feet. . . . . . . . . . . . . . . . . . . [**]/roll
- 15" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- additional sizes available upon request
1440 Premium Zinc Oxide Plates (2 rolls/carton):
- Specially formulated laser plates developed for
long-run use with the 1440.
Premium plates offer up to 10,000 run length.
- 8" x 400 feet. . . . . . . . . . . . . . . . . . . . . . $[**]/roll
- 9" x 400 feet. . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 10" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 11" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 12" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- 14-9/16" x 400 feet. . . . . . . . . . . . . . . . . . . [**]/roll
- 15" x 400 feet . . . . . . . . . . . . . . . . . . . . . [**]/roll
- additional sizes available upon request
JOINT
U.S. SALES OEM
---------- ---
PRINTWARE TYPEFACE LIBRARY
Downloadable typeface packages (4 typefaces/package):
SPECIFY MAC OR DOS
1 - 5 packages . . . . . . . . . . . . . . . $149/pkg. $105/pkg.
6 - 10 packages. . . . . . . . . . . . . . . $139/pkg. $97/pkg.
11 - 24 packages . . . . . . . . . . . . . . $129/pkg. $90/pkg.
25 - 49 packages . . . . . . . . . . . . . . $119/pkg. $83/pkg.
50 and up. . . . . . . . . . . . . . . . . . $109/pkg. $76/pkg.
FontHelper Installation Kit - PC Screen Font
Generation Program
- Microsoft Windows or Xerox Ventura
Publisher versions - please specify. . . . $50/each $35/each
Using fonts in multi-host environments:
- 35 RESIDENT SCREEN FONTS: for Macintosh
users only . . . . . . . . . . . . . . . . $125 $90
- MAC: screen fonts for downloadable
typeface packages*. . . . . . . . . . . .$50/first pkg $35/first pkg
- PC: character width tables for
downloadable typeface packages.*. . . . .$25/add'l pkg $18/add'l pkg
FontHelper Installation Kit needed to create PC screen fonts (same order)
* SCREEN FONTS/CHARACTER WIDTH TABLES CAN ONLY BE PURCHASED WITH
CORRESPONDING LIBRARY FONT PURCHASE
CONFIDENTIAL 4
SCHEDULE 1.2
PRINTWARE PRICE LIST
April 15, 1991
PLAIN PAPER LASER PRINTERS: JOINT
U.S. SALES OEM
---------- ---
720 IQ PROFESSIONAL II SYSTEM. . . . . . . . . . . . . $13,990 $9,095
STANDARD CONFIG.: 720 IQ Laser Imager (1200x600
dpi plain paper laser imager)
720 IQ ZipRip-TM-
- 4 MB memory
- 68030 microprocessor
- Printstyle interpreter
- 20 MB hard disk with 35
resident typefaces
- Type 1 and Type 3 compatible
- Diskette back-up of 35
resident typefaces (choice of
Mac or DOS media format)
- Serial interface
- Centronics parallel interface
- AppleTalk (for Macintosh
connectivity)
OPTIONS: Memory - 4 MB increments. . . . . $990 $645
Hard Disk:
- 40 MB hard drive . . . . . . $825 $540
- 105 MB hard drive. . . . . . $1,350 $880
- 210 MB hard drive. . . . . . $2,225 $1,445
CONSUMABLES
Color Toner Station . . . . . . . $250 $175
Red, Blue, or Brown
Toner:
- Black (4x250g). . . . . . . . $225 $145
- Red (4x50g) . . . . . . . . . $32 $21
- Blue (4x50g). . . . . . . . . $32 $21
- Brown (4x50g) . . . . . . . . $32 $21
DISCOUNTS FOR VOLUME PURCHASE (EXCLUDES CONSUMABLES) JOINT
U.S. SALES OEM
---------- ---
Equipment Per End User - 4 to 10 systems delivered
within 9 months of the first shipment 5% --
Quantity 1440 systems delivered first contract
year: 25 - 74 -- 12%
75 - 99 -- 20%
100 + -- 23%
Quantity 1440 systems delivered second contract
year: 25 - 74 -- 12%
75 - 99 -- 20%
100 + -- 23%
PRINTWARE, INC. POLYCHROME CORPORATION
By ______________________________ By _______________________________
Title ______________________________ Title _______________________________
Date ______________________________ Date _______________________________
CONFIDENTIAL 5
SCHEDULE 6.1
1991 STANDARD SERVICES RATES
1. Customer Support Services
- Service Technician
- Hardware or Software Support Specialist
Rates
-----
Labor $95 per hour
Travel time $50 per hour
Plus travel expenses and materials
2. System Engineering Services
- Prospect's systems analysis
- Technical system proposal generation
- Post-sales system integration and acceptance
Rates
-----
Labor $125 per hour
Travel time $65 per hour
Plus travel expenses and materials
APPENDIX II - 12-17-90
POLYCHROME TONER SPECIFICATION
TONER
% Solid 10%
Storage Temperature Room Temperature (store in a cool dry place)
Dilution TBD
Diluent Isopar H
Operating Temp. Below 100DEG. F
Shelf Life 1 year
Fusing Temperature 120DEG. C
SCHEDULE 8.1
SPECIFICATIONS
ORGANIC PHOTOCONDUCTOR (OPC)
ELECTROSTATIC ALUMINUM PLATE MATERIAL
CONFIDENTIAL MATERIAL
NON-DISCLOSURE AGREEMENT REQUIRED
[*CONFIDENTIAL TREATMENT REQUESTED*]