EXHIBIT 10.8
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.)
December 11, 1991
PLATE MATERIAL AGREEMENT
PRINTWARE - GAISSER
PURPOSE: The purpose of this agreement is to establish the criteria for a
business relationship between PRINTWARE, Inc., a Minnesota Corporation, having
its principal offices at 1385 Mendota Heights Road, St. Paul, Minnesota 55120,
herein after referred to as "PRINTWARE," and E. J. Gaisser, Inc., a Connecticut
Corporation, having its principal offices at 49 Liberty Place, Stamford, CT,
06904 hereinafter referred to as "Gaisser," for the distribution of
electrostatic material for use in the PRINTWARE 1440 plate imager and its
variations. This agreement clarifies and supersedes the Plate Material
Agreement dated April 21, 1988.
CONFIDENTIALITY: Certain trade information, 1440 plate imager information, and
future product information shall be kept confidential per Attachment A.
PRODUCTS: Products include "Economy grade plate material" and "Premium-grade
plate material." Future products may be added by mutual agreement.
PRODUCT QUALITY: The plate material to be initially supplied by Gaisser shall
be of customer acceptable quality, and shall meet the specifications per
Attachment B. Future specifications may define additional materials. In the
event that materials do not meet the specifications or standards of customer
acceptable quality, Gaisser shall accept the returned material for credit.
Gaisser shall not be held liable for consequential damages as a result of
defective plate material.
EXCLUSIVITY: PRINTWARE shall make its reasonable best efforts to market and
sell the Gaisser plate materials. Gaisser shall not, independently of
PRINTWARE, distribute or provide for distribution electrostatic infrared-
sensitive material usable in the PRINTWARE 1440 plate imager or its variations.
MINIMUM PURCHASE: In consideration of such exclusivity, and subject to
PRINTWARE's continued determination that the materials are of acceptable
quality, PRINTWARE agrees to purchase a minimum of $600,000 in plate material
from Gaisser in each year beginning January 1, 1992. If the minimum purchase
quantities are not met without good cause, Gaisser's only remedy is relief from
exclusivity restrictions.
PLATE MATERIAL PRICE: The price of Premium-grade plate material shall not
exceed $0.12/square foot and the price of the Economy-grade plate material shall
not exceed $0.091/square foot for the period ending June 30, 1992.
PLATE MATERIAL PRICE ADJUSTMENTS: Subsequent price increases shall not exceed
the sum of 80% of the change in the Producer Price Index in the period between
plate material price adjustments as reported by the U.S. Department of
Commerces, and 20% of the change in the average price paid by Gaisser for raw
paper stock from the previous plate material price adjustment. Gaisser shall
provide evidence, such as invoices, of price changes in raw paper stock. Price
adjustments shall occur on June 30, 1992 and then annually beginning January 1,
1993.
DYE SUPPLY: In consideration of exclusivity, PRINTWARE agrees to supply
infrared-sensitive dyes to Gaisser for use in the plate materials at PRINTWARE'S
then current standard cost. The standard cost of the dye as of November 8,
1991, was $6.54/gram.
PRINTWARE SUPPORT: In consideration of exclusivity during the term of this
agreement, PRINTWARE agrees to provide production support to Gaisser including
the loan of a 1440 plate imager, and reasonable technical support of the
refinement and production of the plate material by PRINTWARE personnel.
TERM: The term of this Agreement shall extend from the date shown above until
the first to occur of the following dates: (a) the date, if any, mutually
agreed to in writing by both parties for the termination of the term of this
Agreement; (b) either party defaults in the performance or compliance with any
material provision of this Agreement and such default has not been remedied
within thirty days after the date the other party gives written notice to the
defaulting party; or (c) either party ceases to function as a going concern.
ENFORCEABILITY: Delay or failure of either party in exercising any right
hereunder or partial or single exercise thereof, shall not be deemed to
constitute the waiver of that right. If any provision of this Agreement shall
become inoperative or unenforceable as applied in any particular case or becomes
in conflict with any other provisions hereof, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case or circumstances. The invalidity of any
provision of this Agreement shall not affect the remaining provisions of this
Agreement.
EXCUSABLE DELAYS AND DEFAULT: Either party shall be excused from any delay or
failure in performance hereunder caused by reason of any occurrence of
contingency beyond its reasonable control, including, but not limited to an act
of God, earthquake, labor disputes, fiats, governmental requirements, inability
to secure materials and transportation difficulties. The obligations and rights
of the party so excused shall be extended on a day-to-day basis for the time
period equal to the period of such excusable delay.
GOVERNING LAW/ARBITRATION: All disputes and controversies arising out of the
performance of this Agreement shall be settled by arbitration in Chicago,
Illinois as a neutral venue. The arbitrators shall have substantial familiarity
with the subject matter at issue.
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WARRANTY: Gaisser warrants its products conform to the statements made in
Attachment B; to meet customer acceptable quality standards; to be free of
defects in material and workmanship for a period of eighteen months from the
date of sale by Gaisser; not to infringe a valid U.S. Patent; and to be free of
title encumbrance. Gaisser will credit PRINTWARE's account upon determination
of defective material.
PAYMENT: Payment for purchase orders shall be net thirty (30) days from the
date of shipment.
COMPLETE AGREEMENT AND AMENDMENT: This Agreement contains the entire agreement
of the parties, and no representation, inducements, promises or agreements, oral
or otherwise, among the parties not embodied herein shall be of any force or
effect; provided, however, that the terms of this Agreement may be changed,
amended, or waived by a subsequent writing signed each of the parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the 12th
day of December, 1991.
PRINTWARE, Inc. E. J. Gaisser Inc.
By /s/ Daniel Baker By /s/ James H. Gaisser 12-16-91
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Its Vice President Its President
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ATTACHMENT A: CONFIDENTIAL INFORMATION
Printware Confidential Information Includes, but is not limited to the following
items:
1. Plate Material Specification P/N 802222
2. Printware Customer Lists
3. Pricing of Plate Material Sold by Gaisser to Printware
4. Printware Customer Pricing
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ATTACHMENT B
PRINTWARE INC.
1440 PS
ELECTROSTATIC PLATE MATERIAL
PART NUMBER 802222-TAB REV 5/1/91
CONFIDENTIAL MATERIAL
NON-DISCLOSURE AGREEMENT REQUIRED
PRINTWARE
ELECTROSTATIC PLATE MATERIAL
P/N 8022222-TAB REV
1.0 SCOPE
This document establishes the requirements for the lithographic printing plate
to be used in the Printware Model 1440es Platemaker.
A lithographic Electrostatic printing plate consists of an offset master base
paper and an eletrophotographic layer. It is to be imaged in the Printware
Model 1440es Platemaker in the following sequence:
Charging
Exposure by laser diode
Liquid electrostatic toner development
Heating to dry and fuse the toner
This printing plate will be run on commercially available manual and automatic
offset presses after the plate has been treated with an electrostatic conversion
solution.
For purposes of periodic audits, characterization and qualification, evaluations
shall be made to the limits of this document and specified reference documents.
Specified values within this specification without tolerances shall be regarded
as nominal values.
2.0 DOCUMENTS
Applicable documents, of issue in effect on the date of invitation for bid, form
a part of this specification.
Order of precedence shall be as follows:
2.1 Applicable OEM Purchase Agreement
2.2 This Document
2.3 MIL-STD-105D, Sampling Procedure and Tables for Inspection by Attributes
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PRINTWARE
ELECTROSTATIC PLATE MATERIAL
P/N 802222-TAB
3.0 REQUIREMENTS
3.1 PHYSICAL
Configuration - Rolls
Winding - Infrared sensitive or coated side out.
Length - 400 feet.
Roll Diameter - Not to exceed 7.5 inches.
Core Diameter - 3 3/4'' ID, 4 1/4'' OD.
Roll Width - as indicated + or - 1/64 inch
Core Width - Roll width + 0 -1/8 inch.
Width of roll; economy grade:
Rolls Rolls
Dash No. Roll Width Per Box Dash No. Roll Width Per Box
- -------- ---------- ------- -------- ---------- -------
- -001 8 inch 2 -101 8 inch 2
- -002 9 inch 2 -102 9 inch 2
- -003 10 inch 2 -103 10 inch 2
- -004 11 inch 2 -104 11 inch 2
- -005 12 inch 2 -105 12 inch 2
- -010 13 inch 2 -110 13 inch 2
- -008 14 inch 2 -108 14 inch 2
- -006 14.563 inch 2 -106 14.563 inch 2
- -007 15 inch 2 -107 15 inch 2
Basis Weight 95/lb 3300 ft(2), economy grade; 101lb/3300 ft(2), premium grade.
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3.2 MECHANICAL
3.2.1 Plate must be machine compatible with the Printware Model 1440es
Platesetter.
3.2.2 Plate must be acceptable to handling under normal press operating
conditions.
3.2.3 Plate must work with common convertors, both off-line and those that
are on-line with offset presses.
3.3 ELECTRICAL
3.3.1 Exposure Sensitivity: 780 nm.
3.3.2 Charge acceptance: TBD
3.3.3 Dark decay: TBD
3.3.4 Laser light decay: TBD
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PRINTWARE
ELECTROSTATIC PLATE MATERIAL
P/N 802222-TAB
3.4 ENVIRONMENTAL
Electrostatic Plate Material shall be capable of meeting all functional and
performance requirements of this specification when operated within the combined
environments shown without regarding any adjustments.
Ambient Temp Relative Humidity Altitude
------------- ----------------- -----------
Storage 65 to 75 F. 40% to 50% 0-8,200 Ft
Operating 50 to 90 F. 30% to 70% 0-8,200 Ft
Transport -40 to 122 F. 0% to 99% 0-40,000 Ft
Store in a cool, dry place in original packaging. Keep in plastic bag when not
in use.
3.5 PERFORMANCE
3.5.1. The plate shall perform both as a lithographic plate and as a camera
ready copy.
3.5.2 [**]
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3.5.3 [**]
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3.5.4 Run length, economy grade - 1000 impressions.
Run length, premium grade - 10,000 impressions.
3.5.5 Stretch, economy grade - around press cylinder, short grain
orientation for rolls 12'' or wider, long grain orientation for rolls
under 12'', less than 2.0% at 1000 impressions.
Stretch, premium grade - around press cylinder, short grain
orientation for rolls 12'' or wider, long grain orientation for rolls
under 12'', less than 0.2% at 1250 impressions.
3.5.6 Shelf life - 18 months.
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PRINTWARE
ELECTROSTATIC PLATE MATERIAL
P/N 802222-TAB REV
4.0 QUALITY
4.1 Quality
Product design, material selection and manufacturing workmanship shall be in
accordance with standard industry practices such that products meet PRINTWARE
INC. incoming quality requirements per paragraph 4.2 of this specification.
PRINTWARE INC. reserves the right to conduct in-plant surveillance of vendor
operations to assure that quality procedures comply with contractual
requirements.
4.2 Incoming Requirements
The indicated Receiving Inspection criteria shall be used to determine
acceptability of lot quality levels. All inspection procedures shall be in
accordance with MIL-STD-105D Normal II level.
The following incoming acceptance procedure indicated in Appendix I shall be
performed in accordance with the following AQLAEs on a representative lot sample
as speciifed.
Workmanship 0.65AQL
Mechanical Criteria and Electrical 0.65 AQL
4.3 Identification
Each roll shall have an identification number to allow traceability of its
manufacture.
xxx - yy - zz
| | ||
| | ||________Position across jumbo roll width (A to E)
| | |________# of set as taken from jumbo roll diameter
| | (1-25, where 1 is the top)
| |____________Jumbo roll #
|_______________Quality Control Lot #
The identification number shall be stamped on the end of the roll as close to
the core as possible.
Each box of plate material is to be marked with the quality control lot # and
jumbo roll #.
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5.0 SHIPPING AND HANDLING
Preparation for delivery shall include unit packaging capable of protecting the
unit when shipped using a commercial common carrier. PRINTWARE reserves the
right to test packaging to National Safe Transit Association (NSTA) to verify
compliance.
Pallet size - 8'' - 11 1/4'' 120 rolls
a. 120 rolls, 60 cartons/pallet
(4 tiers, 15 cartons/tier)
b. 96 rolls, 48 cartons/pallet
(4 tiers, 12 cartons/tier)
12'' - 18'' rolls:
40 rolls, 20 cartons/pallet
(2 tiers, 10 cartons/tier)
Artwork master for box label to be approved by Printware, Inc. (See Figure 1.)
6.0 DESIGN OR PROCESS CHANGES
Notification of any process changes, design changes or material changes that
will affect fit, form or function, shall be made to PRINTWARE Purchasing
Department prior to shipment of the unit. The information submitted shall
include a complete description of the change and the effect the change will have
on characteristics specified or unspecified of the unit. The design, materials
and manufacturing process upon which approval was based, shall be the reference
to which requested changes will be compared.
7.0 APPROVED VENDOR LIST
E.J. Gaisser Company, Stamford, Connecticut 06902
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IR EP MASTER SPECIFICATION
(TEST ENVIROMENT)
E.J. GAISSER GRADE CODE
PRINTWARE TECHNICAL SPECIFICATION 802222-TAB
TEST LOCATION(S):
1. E.J. Gaisser (Stamford) - QUALITY CERTIFIER
2. Printware - QUALITY MONITOR
TEST CONDITION:
1. Imaging: - Hardware Printware 1440 Platesetter
- Environment: 67-77 F, 35-55% RH
- Toner: Printware 821630 (Specification in Appendix II)
- Laser: Calibrated by Printware
- Fuser setting 40% - 80%
- Test Image: Process Control Test Image (Appendix III)
- Laser: Dial - 0 to10
Top adjustment - 1/4 to 3/4
- Corona: AC from 3-10
DC - full operational range
- Toner Bias: Full operational range
2. Conversion: - Hardware: Prepco TP-16 convertor with a 18 rpm motor
option, note that the plate must be useable
with Deluxe model 105 convertor.
-Solution: Printware Conversion Solution 802239
(no more than 1 week old)
3. Printing - Press: A.B. Dick 369
- Ink: A B Dick 101-2C with tack range of 16-20
- Fountain Solution: Printware Fountain Solution mixed by
volume:
25 parts deionized or distilled water
2 parts isopropyl alcohol
5 parts conversion solution
- Stripe: Ink form rollers to plate 3/16''
Plate to blanket 3/16''
Blanket to impression 3/16''
- Speed: 6000 - 8000 impressions per hour
- Paper: Nekoosa 23# or 24# MICR bond 8.5'' x 11''
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IR EP MASTER SPECIFICATION
(TEST ENVIRONMENT)
E.J. GAISSER GRADE CODE
PRINTWARE TECHNICAL SPECIFICATION 802222-TAB
- Plate size and press orientation:
a. 12'' or wider rolls: 10'' x roll width with the roll width or
short grain dimension around the plate cylinder.
b. under 12'' wide rolls: roll width x 15'' with the 15'' long
grain dimension around the plate cylinder.
- Blanket wash: AM Blankrola Power Solve
- Environment: 67-77 F, 45-55% RH
TEST SAMPLES:
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APPENDIX II
PRINTWARE 821630 TONER SPECIFICATION
FUNCTIONAL PROPERTIES: 821630
Charge to mass ratio (KG/Coulomb) [**]
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Total charge (Microcolombs) [**]
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Conductivity (Picomhos/Cm) [**]
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Optical density [**]
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% Solids [**]
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