EXHIBIT 10.E.
* = THE MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is effective this 27th day
of March, 1997, and entered into by and between GATEWAY 2000, INC., a Delaware
corporation, 610 Gateway Drive, North Sioux City, SD 57049 and its
Subsidiaries (hereafter "Gateway") and BOSTON ACOUSTICS, INC., a _____________
corporation, 300 Jubilee Drive, Peabody, MA 01960 (hereafter "Supplier").
Gateway, a recognized manufacturer and/or distributor of
computer-related equipment, desires to secure a proven source of Product as
defined in this Agreement and attached Exhibits. Gateway prefers to establish
a strong relation with Supplier so as to determine that Supplier is
identified as a "Preferred Supplier".
Supplier manufactures and/or sells and distributes Product as defined
in this Agreement and attached Exhibits, and related equipment.
It is mutually agreed that Gateway will purchase and accept from
Supplier, and Supplier will deliver to Gateway, Product as defined in this
Agreement and attached Exhibits, pursuant to and in accordance with the
following definitions, terms, and conditions.
AGREEMENT
1. DEFINITIONS
A. "Product", as used in this Agreement shall mean the deliverables
in accordance with the product specifications mutually agreed to between the
parties, as listed on Exhibit "A".
B. "Specifications" as used in this Agreement shall mean the
specifications for the Product to be sold by Supplier to Gateway as described
on Exhibit "A".
C. "Defect(s)" as used in this Agreement shall mean a deficiency,
imperfection or insufficiency in the Product such that it is not fit for
ordinary purposes for which it was purchased, sold or used.
D. "Order", as used in this Agreement shall mean those purchase
orders that Gateway shall provide to Supplier.
E. "Confidential Information", as used in this Agreement shall mean
components, types of systems, new product development, technical information,
data, formulas, patterns, compilations, programs, devises, methods,
techniques, marketing plans, business procedures, customer and supplier
lists, agreements with any suppliers,
supplements, techniques, or know-how, processes or other proprietary or
confidential or intellectual property information which is received from the
other under this Agreement, which is transmitted from the other party in
written form and which, if disclosed to the general public, would cause harm
to the transmitting party.
F. "Epidemic Failures", as used in this Agreement shall mean that
percentage of the units of Product accepted by Gateway in an Order therefor
which fails to operate in accordance with performance specifications
applicable to such Product solely as a result of the failure of such Product
to conform with the warranty applicable to such Product as set forth in
Section 9 of this Agreement.
G. "Preferred Supplier", as used in this Agreement shall mean a
supplier who is capable of meeting schedule, quality, and pricing
requirements.
H. The following Exhibits are incorporated into this Agreement:
Exhibit A - Product, Packaging and Performance Specifications
Exhibit B - Pricing
Exhibit C - Gateway's Sample-Purchase Order
Exhibit D - Routing Guide(s)
Exhibit D-1 - Center for Production Replenishment Procedure
Exhibit E - Engineering Change Requests
Exhibit F - Regulatory Compliance
Exhibit G - Supplier Certification
Exhibit H - Inspection Procedure
Exhibit I - Supplier Quality Engineering
Exhibit J - Gateway Trademarks
Exhibit K - Federal Acquisition Regulations
2. TERMS AND CONDITIONS
All purchase of Product shall be subject only to the terms and
conditions of this Agreement and any other terms and conditions, oral or
written, including, without limitation, any terms and conditions referenced
in any Order, shall have no force or effect, except for Product description,
Delivery Schedule, Price, and Amount of Product ordered.
3. ORDERING PROCEDURE AND DELIVERY
A. Gateway shall place all Orders under this Agreement by using
Gateway's model numbers for Product. All Orders are subject to acceptance by
Supplier and may be accepted in whole or in part within two (2) working days
after Supplier's receipt of each Order. If Supplier fails to give written
notice of rejection of any part of the Order within the time stated, the
Order shall be deemed accepted.
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B. Gateway agrees to place a ninety (90) day order upon execution of
this Agreement and maintain a continual ninety (90) day order, subject to the
cancellation and rescheduling provisions of Section 7 for the term of this
Agreement.
C. Gateway shall use its best efforts to forecast its intended
purchases of Product for the next six (6) month period. These forecasts are
intended for planning purposes only and shall not be considered as firm
commitments to purchase.
D. The prices set forth on Exhibit B hereto include packaging for
either air or surface transportation. All Product shall be suitably packaged
to comply with the method of transportation and in compliance with the
specifications set forth in this Agreement and the attached Exhibit A.
E. A sample purchase order is attached hereto as Exhibit C. In the
event of a conflict between the terms and conditions of this Agreement and
the purchase order, the terms of this Agreement shall comply.
4. PRICES
A. PRODUCT PRICES. The prices applicable to Product are listed in
U.S. Dollars on Exhibit B. Supplier and Gateway shall conference monthly to
discuss issues such as performance and price changes with respect to unfilled
and future orders. The prices are intended to remain in effect for the term
of this Agreement, but may be equitably adjusted upon review, at least
quarterly, by Gateway and Supplier consistent with a price reduction based
upon product maturation, equitable lot buys, and/or materials cost reduction.
B. *
C. EXCLUSIVITY. Gateway shall have a * exclusive from the date of
Gateway's receipt of first product shipment. This exclusive shall apply only
to OEM shipments of the respective products, and in no way precludes Supplier
from shipping said products into the retail or distribution market. Schedule
slippages caused by Supplier's negligence will result in a corresponding
extension to the start of the period of exclusivity.
5. PAYMENT.
Both parties acknowledge that all prices for Product shall be made in
U.S. Dollars. Terms of payment are net thirty (30) days from date of
delivery. If payment is made
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within ten (10) days of receipt, there is a one percent (1%) discount on
amount due. The prices include all fees for licenses, taxes and import fees.
6. TITLE AND DELIVERY
A. Title of Product shall pass to Gateway upon physical acceptance of
the Product at the final agreed point of delivery. Unless otherwise
specified, title will transfer at FOB (Free on Board) Gateway's manufacturing
facility as set forth in Exhibit D. Supplier is responsible for the export
license, paying any export taxes and fees, and providing evidence of delivery
of Product to the carrier. This section may be amended with the mutual
consent of Gateway and Supplier.
B. Supplier will provide ocean freight carriage of the Product, using
Supplier's appointed carriage/agents to any and all Gateway 2000 appointed
destinations and as set forth in the Center for Product Replenishment
procedure attached hereto as Exhibit D-1 and incorporated herein by reference.
C. At no time will ocean freight transportation charges exceed those
of Gateway ocean freight transportation charges.
D. Supplier agrees to provide line item detail of cost of
merchandise, cost of freight and incidental costs when invoicing Gateway.
E. Supplier will provide Gateway with contact information of
Supplier's appointed freight agents and carriers, including telephone,
facsimile and after hours numbers of any and all personnel. Gateway will also
provide Supplier with Gateway's approved contacts, including telephone,
facsimile and after hours contacts.
F. Supplier will, together with Gateway, establish means by which
Product can be expedited to designated Gateway destinations. This program
will be made resident with Supplier and all Gateway designated destinations.
G. Supplier and Gateway will monitor transportation pricing and
service on a quarterly basis. In the event that it is determined that either
price, service or a combination of both do not meet the requirements of
Gateway, re-negotiation of service/pricing will be mandatory, including
conversion of transportation service to appointed Gateway carriage.
H. At no time will Gateway be responsible for freight charges in
excess of amounts agreed upon between Supplier and Gateway jointly, or in
excess of what Gateway could reasonably expect to pay using Gateway's own
designated carriage.
I. Supplier will make reasonable efforts to * of the delivery dates
requested by Gateway. If Supplier fails to * of
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the scheduled delivery date, Supplier will pay for all expedited shipping
costs or Gateway may cancel the affected Order without penalty.
J. Supplier shall deliver the Products in the quantities specified in
Gateway's Orders.
7. CANCELLATION AND RESCHEDULING.
For purposes of the commitment to purchase Product pursuant to the
Letter of Agreement executed between the parties dated January 14, 1997
("Letter of Agreement"), the following guidelines will apply to rescheduling:
0-30 days can
reschedule up to *
or
31-60 days can
reschedule up to *
or
61-90 days can
reschedule up to *
For purposes of all other Product purchases after the initial
commitment contained in the Letter of Agreement, the following guidelines
will apply to rescheduling and cancellation:
0-30 days can
reschedule or cancel up to *
or
31-60 days can
reschedule or cancel up to *
or
61-90 days can
reschedule or cancel up to *
8. ENGINEERING CHANGES.
A. Gateway will continuously work with Supplier on final approval of
all phases of Product design verification including, but not limited to, Bill
of Materials (BOM) and changes or additions to the Approved Supplier List
(ASL) and on-going approvals of Supplier Engineering Changes Requests/Notices
(SECRs/ECNs). No changes will be made in the form, fit, function, design or
appearance of the Product without the express written consent of Gateway. The
engineering specifications (revision level) of Product will not be changed
without forty-five (45) days prior written notice to and approval by Gateway,
except as noted below.
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B. Supplier will provide Gateway with a written description of the
proposed change and the proposed implementation date by utilizing Gateway's
SECR set forth in the attached Exhibit E. A minimum of fifteen (15) component
samples will be provided for qualification to the Gateway compatibility
department. Gateway shall have the minimum number of days indicated by the
Class of change and identified in Exhibit E to approve or reject the change.
C. Within ten (10) business days of receipt of Gateway's written
response, Supplier will provide Gateway any updated specification material
that has changed as a result of the engineering change.
D. If Gateway wants to initiate an SECR/ECN, it must do so by
utilizing a mechanism similar to Exhibit J and obtaining Supplier's approval.
E. Supplier Engineering Change Requests/Notices shall be sent to the
following addresses:
Gateway: Supplier Quality Engineering, MS Y-09
610 Gateway Drive
North Sioux City, SD 57049
Supplier: Michael Chass
300 Jubilee Drive
P.O. Box 6015
Peabody, MA 01961-6015
F. Supplier shall implement a method of identification which clearly
distinguishes the changed Product.
9. WARRANTY, WARRANTY RETURNS, FIELD FAILURE RATE
A. WARRANTY.
i. The Product will comply with all Gateway approved product
descriptions and specifications, and other printed information relating to
the Product, provided to Gateway by Supplier and in effect as of the date of
the applicable Order.
ii. The Product, (a) will be new, (b) will be free from defects
in manufacture, materials and design, (c) will function properly under
ordinary use, and (d) will perform in accordance with all applicable
specifications and documentation for such Product for a period of thirty-six
(36) months from date of delivery.
iii. Supplier warrants that title to all Product purchased by
Gateway, no matter where delivered, shall be free and clear of all liens,
encumbrances, security interest, or other adverse interests or claims.
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iv. The aforementioned warranties shall not apply to any
Product which has been altered or changed without Supplier's authorization
after receipt by Gateway or to any failure of the Product to conform to such
warranties as a result of improper maintenance, installation or service,
operation and use contrary to furnished instructions, the transportation or
improper storage of such items, abuse, misuse, neglect, negligence of
end-users. It is understood and agreed that the Product shall be used in
connection with and as components of a larger system, and that such inclusion
into the larger system does not and shall not constitute an unauthorized
alteration or change in the Product; provided that the design and
implementation of such inclusion into the larger system is in conformity with
specifications set forth in Exhibit A. However, should the Gateway misuse the
Product when performing its inclusion, the warranty is void.
v. The warranties set forth in this Section 9 are the only
warranties made by Supplier to Gateway with respect to Product. SUPPLIER
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO PRODUCT
SOLD PURSUANT TO THIS AGREEMENT AND EXHIBITS, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR
PERFORMANCE OF PRODUCT, EXCEPT INDEMNIFICATION.
B. WARRANTY RETURNS/REPAIR.
i. Warranty Returns shall be Product which has been delivered to
Gateway or by Gateway to its customers and rejected by them due to defect(s).
ii. All Product returned will require a Return Material
Authorization (RMA) number which will be issued by Gateway. Supplier will
pay return shipping charges to Supplier.
iii. All Warranty Returns shall be returned to Supplier within
thirty (30) days of issuance of the RMA notice.
iv. All Warranty Returns shall be debited by Gateway against
outstanding invoices payable to Supplier after Supplier's receipt of returned
Product.
v. Supplier will acknowledge receipt of returned Product and
quantities received within five (5) business days of receipt of the returned
Product from Gateway. If Supplier fails to give written acknowledgment of
receipt and quantities received within the time stated, Supplier shall be
deemed to have received Gateway's Product and quantities listed on the vendor
return form.
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C. EPIDEMIC FAILURES. Gateway will consider an Epidemic Failure as
being a single failure type, if the failure is 7% of the Product shipped
during a three (3) month period. Supplier will take action to correct the
defect in subsequent deliveries of Product and will notify Gateway of its
corrective action plan. The defect must be corrected by upgrading some or
all of the Product previously shipped within the twelve (12) months prior to
Gateway's notice to Supplier. Supplier will provide parts for the upgrades,
perform associated labor costs and pay freight to the customer.
10. PRODUCT ACCEPTANCE.
A. Design verification testing (DVT) is to be performed on all
newly designed products purchased by Gateway. DVT testing is to be completed
and results submitted to Gateway's supplier quality engineer (SQE)
responsible for the Product. DVT results are to be reported with respect to
the original Gateway approved design specification for the Product.
B. Supplier shall submit a capability analysis which indicates the
Supplier's equipment, staff and Supplier's ability to understand, support and
process to the level of design technology required by Gateway.
C. * Reliability testing shall be performed at * beyond the agreed
upon design specification limitations set by Gateway's Global Product
Organization (GPO) and Supplier.
D. The design shall specify the expected process, test and field
performance level of the Product. Supplier shall demonstrate the actual
performance level during a site risk analysis and assessment survey.
E. Gateway will consider an epidemic failure as being a single
failure type, if the failure is * of the Product shipped during a * period. An
epidemic failure could have a cost impact to Supplier.
F. Supplier shall perform a structural design test using Gateway's
standard for testing, unless Supplier's test procedure is more rigid than
Gateway's test procedure. Testing shall be conducted at a test provider
location agreed to between Gateway and Supplier. Testing shall include all
packaging which is used during transportation of the Product to Gateway's
customer.
G. Supplier Engineering Change Requests (SECR) will be completed
pursuant to the guidelines set forth on Exhibit E and will be routed to the
appropriate SQE in Singapore and North Sioux City, South Dakota. Gateway's
SQE in both locations will ensure that all ECR's are managed from submission to
approval.
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H. Regulatory approval is the responsibility of the Supplier to
ensure that all newly designed and/or changed Products meets Gateway's dB
margins in conjunction with FCC industrial standards. All engineering changes
that affect the original test grant are Supplier's responsibility to ensure
that the change is tested and grant status is maintained. Supplier represents
and warrants that Supplier has obtained the necessary regulatory approvals
for the Product as set forth on Exhibit F.
I. Product purchased pursuant to this Agreement shall meet all
established industry operating standards. Product that is combined with other
technology shall be compatible with that standard.
J. Supplier accepts full responsibility for Product failure
caused by a safety defect and for corrective action regardless of when such
defect is detected. Corrective action for a major defect must be implemented
within three (3) business days and corrective action for a minor defect must
be implemented within seven (7) business days upon notification by Gateway.
K. Gateway requires its suppliers to go through the SQE
procedure in order to become a Preferred Supplier. Supplier shall follow and
work with Gateway on achieving Supplier Certification. The criteria for
Supplier Certification is defined on the attached Exhibit G.
L. Incoming Quality Assurance sample acceptable quality level
(AQL) for the three (3) main types of commodity families as per Mil Spec
105E are set forth on Exhibit H.
M. None of the foregoing shall limit any warranties as set out
in Section 9 or affect quality level of Product ordered by Gateway.
11. SERVICE AND ROOT CAUSE FAILURE ANALYSIS
A. Supplier agrees to enter into a service agreement to support
all in-warranty defective product returned from Gateway's customers. The
service of common Product used by Gateway regions, globally, are to be
considered when service centers are being planned.
B. Supplier shall record all root causes for failures repaired
and report this information on a weekly basis to Gateway and the Supplier's
original manufacturing location.
C. Gateway's SQE department shall create a corrective action
response to the root cause for failure. This action is to be completed
monthly. If a critical issue arises, Corrective Action Request (CAR) will be
issued as set forth in Exhibit I, to ensure the action taken has improved the
reliability of the Product.
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12. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY
A. Supplier represents and warrants that:
i. It has sufficient right, title and interest in all
Product to enter into this Agreement;
ii. The Product does not infringe any United States,
Canada, Australia, Japan, Malaysian, European Community, Ireland, Sweden,
Norway, or Finland patent, copyright or trade secret;
iii. To the best of Supplier's knowledge, the
unauthorized combination, operation, or use of the Product with equipment,
data or programs Gateway sells the Product with, does not infringe any United
States, Canada, Australian, Japan, Malaysian, European Community, Ireland,
Sweden, Norway or Finland patent, copyright or trade secret.
iv. The Product does not violate the trade secret or
confidentiality rights of a third party.
Supplier agrees to indemnify, hold harmless and defend Gateway, Gateway's
agents and customers from and against any and all damages, losses, costs,
expenses, including attorneys' fees (including allocated costs for in-house
legal services), and liability incurred in connection with a claim for
infringement which constitutes a breach of the foregoing warranty
(hereinafter "Infringement Claims") whether in this or a foreign country;
provided that Supplier is notified promptly in writing of an Infringement
Claim. Supplier shall have sole control over the defense and settlement of
such a claim so long as no settlement adversely affects Gateway's ability
to exercise its rights under this Agreement. Gateway shall provide reasonable
assistance in defense of same. Supplier will pay all damages and costs
finally awarded against Gateway.
B. In the event that a final judgment is obtained against the
use of any Product by Gateway by reason of infringement of any such
Intellectual Property Right, or, if in Supplier's opinion the Product is likely
to become the subject of such a claim of infringement, Supplier shall, at its
option and expense:
(a) procure for Gateway the right to continue using the
Product; or
(b) replace or modify the Product so that it no longer
causes any such infringement but is still capable of performing its original
function.
13. PARTS
A. Supplier agrees to provide Gateway ninety (90) days written
notice prior to the discontinuance of any Product purchased by Gateway
pursuant to this Agreement.
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Upon notification by Supplier, Supplier shall allow Gateway to make a final
purchase of Product at prices agreed to between the parties.
B. During the term of this Agreement, and for five (5) years after
the termination of this Agreement or any extension of it, Supplier shall make
services and parts available to Gateway at a mutually agreed upon price.
C. During the term of this Agreement, and for five (5) years after
the termination of this Agreement or any extension of it, Supplier shall make
available to Gateway custom plastics, custom packing material, and other
custom components for use by Gateway in providing on-going Product support
after Supplier's warranty period has ended.
14. ENVIRONMENTAL.
A. Supplier shall comply with all applicable federal, state and local
environmental laws, ordinances, orders or regulations affecting the Product.
Supplier does hereby agree to indemnify and hold Gateway harmless of, from
and against any and all claims, actions, liens, demands, costs, expenses,
fines and judgments (including legal costs and attorney's fees) resulting
from or arising by reason of the use of Hazardous Substances (as defined in
applicable federal, state, and local environmental laws, ordinances, orders
or regulations) or CFCs and HCFCs in the Product's manufacturing process or
included in the Product.
B. Supplier agrees to use reusable and recyclable packaging for
Product purchased under this Agreement.
15. CONFIDENTIALITY.
Each party agrees that it will keep in confidence and prevent the
acquisition, disclosure, use or misappropriation by any person or persons all
types of and/or quantities of components, types of systems, new product
development, technical information, data, formulas, patterns, compilations,
programs, devices, methods, techniques, marketing plans, business procedures,
customer and supplier lists, agreements with any suppliers, supplements,
techniques or know-how, processes or other proprietary or confidential or
intellectual proprietary information which is received from the other under
this Agreement, provided; however, that neither party shall be liable for
disclosure of any data if the same is disclosed with the prior written
approval of the other party. Each party agrees that if it breaches the
non-disclosure agreement, the owner of the confidential or proprietary
information shall suffer irreparable injury and be entitled immediately to a
temporary and permanent injunction, in addition to the other remedies for
breach of the entire agreement.
This non-disclosure agreement shall survive the termination or
expiration of the entire agreement.
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Both parties shall be entitled to attorneys' fees for enforcement of
this section.
The foregoing confidentiality obligation shall not apply to
information which the recipient can demonstrate by written evidence was (i)
lawfully in its possession prior to its first receipt from the deliverer (ii)
is or becomes publicly available without breach of this Agreement by the
party receiving the Confidential Information; (iii) is released for
disclosure by the disclosing party with its written consent; (iv) is known by
the receiving party prior to the disclosure; (v) is rightly received by the
receiving party from a third party without confidential limitations; (vi) is
hereafter disclosed to a third party without restriction on disclosure, which
at the date hereof or hereafter becomes available in the public domain
without breach by the recipient of this Agreement or any unlawful act.
Each party (i) agrees not to disclose Confidential Information given
to it by the other party to any person, real or legal, except as necesssary
for the other party to perform its obligation under this Agreement; (ii)
shall require its employees having access to Confidential Information and any
third party to whom disclosure of Confidential Information is necessary to
sign a confidentiality agreement containing provisions similar to this
Agreement; (iii) shall exercise the same degree of care to safeguard the
confidentiality of such Confidential Information as it would exercise in
protecting the confidentiality of similar property of its own (but in no
event less than is standard in the industry); and (iv) agrees to use its
diligent efforts to prevent inadvertent or unauthorized disclosure,
publication or dissemination of any Confidential Information.
Each party shall notify the other of any actual or suspected
unauthorized use or disclosure of Confidential Information or infringement of
any of Supplier's proprietary rights of which such party has knowledge and will
reasonably cooperate with the other party in the investigation and
prosecution of such unauthorized use, disclosure or infringement.
16. FORCE MAJEURE.
In the event that either party is prevented from performing or is
unable to perform any of its obligations under this Agreement due to any Act
of God, fire, casualty, flood, war, strike, lockout, epidemic, destruction of
production facilities, riot, insurrection, or any other cause beyond the
reasonable control of the party invoking this section, and if such party
shall have used its best efforts to mitigate its effects, such party shall
give prompt written notice to the other party, its performance shall be
excused, and the time for the performance shall be extended for the period of
delay or inability to perform due to such occurrences. However, if such
inability to perform continues for fifteen (15) days, the other party may
terminate this Agreement without penalty and without further notice.
17. TERM/TERMINATION.
A. Unless sooner terminated, this Agreement shall remain in effect
for a period of *. This Agreement may be renewed for additional * periods
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upon mutual written agreement between the parties. Either party shall have
the right to terminate this Agreement immediately if the other breaches any
of the material provisions of this Agreement and fails to cure the breach
within thirty (30) days after receipt of written notice.
B. If either Gateway or Supplier should become insolvent, or make any
assignment for the benefit of creditors, or enter into any compromise with
creditors or a general agreement for referral of payment with its creditor,
or make or suffer to be made any transfer to any person, trustee, receiver,
liquidator, or referee for the benefit of creditors, or file a voluntary
petition in bankruptcy, or suffer an involuntary petition in bankruptcy to be
filed against it, or file any petition in any reorganization, arrangement,
compromise, readjustment, liquidation, or dissolution or similar relief for
itself, or becomes unable to pay its debts generally as they become due, the
other party shall have the immediate right to terminate this Agreement upon
delivery of written notice without any liability to the insolvent party and
without further notice to it.
C. Either party may terminate this Agreement without cause by giving
ninety (90) days written notice to the other party.
18. APPLICABLE LAW AND JURISDICTION.
This Agreement shall be governed by and construed in accordance with
the laws of the State of South Dakota without resort to conflict of law
principles. The parties agree that any legal action by either party against
the other relating to this Agreement or Schedule as contained therein shall
be commenced in a court of competent jurisdiction in the State of South
Dakota.
19. DISPUTE RESOLUTION.
Each company shall designate in writing to the other the following
individuals for the following purposes:
A. Designated Representatives. Each company shall designate one Primary
Representative. These Primary Representatives shall also act as the
designated persons to resolve disputes under Section 20 (B) herein.
B. Senior Officers. Each company shall designate a Senior Officer of the
company, who is not an attorney, who shall serve for the purpose of resolving
disputes under Section 20 (C) herein.
C. Executive Officers. Each company shall designate its Chief Executive
Officer or its Chief Operating Officer who shall serve for the purpose of
resolving disputes under Section 20 (D) herein.
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D. Changes in Designation. Each party may change such designated
representatives within the parameters called for hereunder for such
representatives upon the giving of advance written notice to that effect.
20. PROCEDURES FOR HANDLING OF DISPUTES.
All disputes under this Agreement, of any nature whatsoever, shall be
handled in strict accordance with the following procedure, and the parties
agree that legal remedies cannot be resorted to until such time that each
step of this procedure has been followed:
A. A dispute shall be formalized, by the party raising the dispute,
when the issues relating to the dispute are placed in writing and submitted
to the other party with adequate backup material, in the submitting party's
reasonable judgment, to substantiate the dispute and the amount of claim
under the dispute. The submittal in writing shall be delivered to the other
party as required under Section 21 of this Agreement.
B. The dispute shall be handled by resolution by the two designated
Primary Representatives within thirty (30) days from submittal. The parties
must mutually agree to the resolution.
C. Failing resolution under B above, the dispute, including all
supporting documentation and the positions of the parties from step B above,
shall be submitted for resolution to the Senior Officers so designated for
this purpose by each company in Section 19 (B), within thirty (30) days from
submittal. The parties must mutually agree to the resolution.
D. Failing resolution under C above, the dispute, including all
supporting documentation and the positions of the parties under steps B and
C above, shall be submitted for resolution to the respective Chief Executive
Officer or Chief Operating Officer, as has been so designated for this
purpose in Section 19 (C), within thirty (30) days from submittal. The
parties must mutually agree to the resolution.
E. Failing resolution under D above:
All disputes under this Agreement shall be submitted to arbitration
under the rules of the American Arbitration Association ("AAA") with the
location for arbitration to be in the State of South Dakota. The dispute
shall be decided by one neutral arbitrator, to be selected by the parties by
providing to each other a list of three (3) names. If the parties are unable
to initially agree on the arbitrator, the selection process will be as
follows: The parties will submit the initial list of six (6) names to the
AAA. Each party will rank the six (6) names submitted in the order of their
choice. The first time a name in order of ranking on each list is common (the
level of ranking need not be common), that person shall be selected as the
arbitrator. Failing agreement under this procedure, the selection shall be
made by the AAA under its established rules. The parties shall agree on
mutually acceptable procedures and standards for said arbitration including,
but not
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limited to: authority of arbitrator respecting discovery and procedures, form
of evidence and/or witness evidence and presentation, submission and/or
hearing procedures, and other such matters; provided, however, that the scope
of the question to be decided by the arbitrator shall be narrowly construed
and shall be limited to the express issue presented, and there shall be no
punitive or exemplary damages allowed to be awarded. In the event the
arbitrator attempts to or does award incidental, exemplary, special,
indirect, consequential or punitive damages in favor of either party, the
jurisdiction of the arbitrator shall be and is hereby automatically
terminated and any decision as to such damages shall be void and of no force
or effect. The party prevailing as to the entire claim shall have its costs
and the other costs of arbitration, including the arbitrator's fees, if any,
paid by the other party, except where neither party prevails entirely, the
arbitrator may apportion such costs in accordance with the disposition of the
matter. The decision of the arbitrator shall be final and binding upon the
parties, except as to the propriety of the scope of the award and
disposition; and provided that the decision of the arbitrator must not be
against public policy, nor may it be arbitrary or capricious, as determined
by whether it is fairly supported by the evidence presented (including the
failure, if any, of either party to comply with the agreed arbitration
procedures), which shall mean that the decision of the arbitrator must be
such that it cannot be said that no reasonable person could reasonably and
logically have reached such result based upon the said evidence.
F. Failure to Act. Failure to take any action on the part of either or
both parties under any step of this procedure for the specified thirty (30)
day period shall automatically move the dispute process to the next step in
the procedure. After having given notice in accordance with A. above for the
first step of this procedure, the completion of the thirty (30) day time
period in each step shall be deemed to constitute notice to initiate the next
step of the procedure.
21. NOTICES.
Notices and other communication under this Agreement will be sent by
certified mail, return receipt requested, addressed to the other party at its
address as follows, provided either party may change its address by written
notice thereof.
Gateway: 610 Gateway Drive
North Sioux City, SD 57049
Attn: Director of Supply Management
with a copy to Gateway Law Department
Supplier: Boston Acoustics, Inc.
Attn: Michael Chass
300 Jubliee Drive
P.O. 6015
Peabody, MA 01961-6015
15
22. PRODUCTS LIABILITY INDEMNITY.
Supplier shall indemnify, defend and save Gateway harmless from and
against any and all claims, demands, damages, liability, loss, cost, expense
or attorneys' fees which Gateway may incur, suffer or be required to pay
arising from damage to property, or bodily injury to or death of any person
arising out of or resulting from any defect in design, material, manufacture
or performance of the Product.
23. USE OF SUPPLIER DOCUMENTS.
Supplier further grants Gateway the right to modify, reproduce,
publish, and sell the Product documentation and to use internally the (1)
instruction/user manuals, including portions of supplier's manuals or product
information in Gateway's manuals, data sheets, faxable materials, training
materials, brochures, catalogs--any printed material Gateway creates.
Supplier grants Gateway the right to distribute and transmit in electronic
form, including CD-ROM, disk, preload, FAX, video tape, through the Bulletin
Board Service or telephone line; (2) packaging copy and artwork, as a
component of the Product, provided that Gateway's modifications shall not
render the Product documentation incomplete or inaccurate. Gateway shall have
the right to continue using the documentation after the term of this
Agreement for limited use to support Products in the field.
24. USE OF GATEWAY TRADEMARKS.
A. If Gateway requires its Trademark(s) to be affixed to the Product or
its packaging, then Supplier shall have the right to affix the Trademark(s)
attached hereto as Exhibit J only to Product and its associated packaging as
are being purchased by Gateway from Supplier. Supplier may not use or
reproduce the Trademark(s) in any manner whatsoever other than as expressly
described in the Specifications. Supplier agrees and acknowledges that
Gateway retains all right, title and interest in the Trademark(s). Except as
expressly granted in this Agreement, Supplier shall have no rights in the
Trademark(s). From and after termination or expiration of this Agreement,
Supplier shall cease and desist from all use of the Trademark(s). Within
thirty (30) days after termination or expiration of this Agreement, Supplier
shall submit to Gateway an affidavit stating that Supplier has ceased its use
of the Trademark(s). Supplier acknowledges that breach by Supplier of this
paragraph may cause irreparable damage which cannot be remedied in monetary
damages in an action at law, and may also constitute infringement of the
Trademark(s). In the event of any breach that could cause irreparable harm to
Gateway, or cause some impairment or dilution of its reputation or
Trademark(s), Gateway shall be entitled to an immediate injunction, in
addition to any other legal or equitable remedies. Supplier agrees that in
any action by Gateway for enforcement of this paragraph, Supplier shall not
contest the validity or ownership of the Trademark(s).
16
B. It is acknowledged and agreed that the Supplier's name "Boston
Acoustics" and other appropriate licensed Trademark(s) of the Supplier and as
identified by the Supplier, will be affixed to the Product and its packaging.
Gateway may not use or reproduce the Supplier's Trademark(s) in any manner
other than as expressly approved by Supplier. Gateway agrees and acknowledges
that Supplier retains all right, title and interest in the Supplier's
Trademark(s). Except as expressly granted in this Agreement, Gateway shall
have no rights in the Supplier's Trademark(s). From and after termination or
expiration of this Agreement, Gateway shall cease and desist from all use of
the Supplier's Trademark(s). Upon the written request of Supplier, after
termination or expiration of this Agreement, Gateway will submit to Supplier
an Affidavit stating that Gateway has ceased its use of the Supplier's
Trademark(s). Gateway acknowledges that breach by Gateway of this paragraph
may cause irreparable damage which cannot be remedied in monetary damages in
an action at law, and may also constitute an infringement of Supplier's
Trademark(s). In the event of any breach that could cause irreparable harm to
Supplier, or cause some impairment or dilution of its reputation or of its
Trademark(s), Supplier shall be entitled to an immediate injunction, in
addition to any other legal or equitable remedies. Gateway agrees that in any
action by Supplier for enforcement of this paragraph, Gateway shall not
contest the validity or ownership of the Supplier's Trademark(s).
Notwithstanding the foregoing, in the event of a termination or expiration of
this Agreement, Gateway shall be entitled to a contiued use of the Supplier's
Trademark(s) to the extent the same are affixed to remaining Product owned by
Gateway or any packaging relating thereto.
25. U.S. EXPORT CONTROLS
Supplier refers to the U.S. Export Administration Regulations
("EAR") and the Commerce Control List therein. Supplier agrees that it will
not reexport any technical data or software programs received from Gateway or
any direct products thereof without first obtaining the permission of the
U.S. Department of Commerce or State, either in writing or as provided by an
applicable regulation. Such permission is required in addition to any
authorization required to be obtained from Gateway. Supplier agrees that it
shall not use or transfer without U.S. Government permission U.S. Origin
products, technology, or software of any type if Supplier knows that the
products, technology, or software will be used in the design, development,
production, or use of missiles, chemical or biological weapons, or sensitive
nuclear end uses in certain specific countries of concern designated from
time to time by the Commerce Department in Part 778 of the U.S. Export
Administration Regulations, as amended from time to time. This requirement
shall survive the term or termination of this contract.
Supplier certifies that the Products, which are the subject of
this Agreement, are not subject to the International Traffic and Arms
Regulation (ITAR) set forth at 22 C.F.R., Sections 120, et.seq.
17
26. FEDERAL ACQUISITION REGULATIONS
Contract clauses from the Federal Acquisition Regulations ("FAR")
(48 C.F.R. Chapter 1) are attached hereto as Exhibit K, incorporated herein
by reference and shall have the same force and effect as if set forth in full
text. In all of the attached clauses, "Contractor" and "Offeror" shall mean
Supplier. The clauses are those in effect as of the date of this Agreement.
27. REGULATORY COMPLIANCE
Supplier shall obtain regulatory compliance approval as
referenced in Exhibit F.
28. GENERAL
A. All rights and remedies, whether conferred hereunder, or by any
other instrument or law will be cumulative and may be exercised singularly or
concurrently. Failure by either party to enforce any term will not be deemed a
waiver of future enforcement of that or any other term. The terms and
conditions stated herein are declared to be severable.
B. Neither party may assign or delegate any rights hereunder
without the prior written approval of the other party and any attempt to
assign any rights, duties or obligations hereunder without the other party's
written consent will be void.
C. These terms and conditions constitute the entire agreement
between the parties with respect to the subject matter hereof. Those terms
and conditions will prevail notwithstanding any different, conflicting or
additional terms and conditions which may appear on any order submitted by
Gateway.
D. It is understood that neither party is constituted an agent,
employee or servant of the other for any purpose whatsoever. Each party shall
conduct its business in its own name and shall be solely responsible for its
acts, conduct and expenses and the acts, conduct and expenses of its
employees and agents.
E. Each party acknowledges that the other party's employees are
critical to the servicing of its customers. Each party agrees not to employ
or otherwise engage the other party's employees for a period of one (1) year
following any employee's involvement in the performance of this Agreement.
Should a party violate this provision, the hiring party will pay the other
party the former employee's annual salary.
F. Neither party shall publicly announce or disclose the
existence of this Agreement or its terms and conditions or advertise or
release any publicity regarding this Agreement without the prior written
consent of the other party. This provision shall survive termination of this
Agreement.
G. Supplier will provide to Gateway a list of those persons
who license to Supplier intellectual property used by Supplier under this
Agreement. Supplier will update
18
this list by written notice to Gateway, as soon as practicable and as
required during the term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement as of the date and year written below.
GATEWAY 2000, INC. BOSTON ACOUSTICS, INC.
By:/s/ William M. Elliott By:/s/ Andrew G. Kotsatos
---------------------------- ----------------------------
William M. Elliott
Title: Sr. Vice President and Title: CEO
------------------------- ------------------------
General Counsel
Date: March 27, 1997 Date: March 27, 1997
------------------------- -------------------------
19
EXHIBIT A
Product, Packaging and Performance Specifications
Specifications
Signature by each party hereon confirms that the specifications provided
by Gateway are for the Product to be purchased under this Agreement and that
both parties have received a complete set of the specifications.
GATEWAY 2000, INC. BOSTON ACOUSTICS, INC.
By: /s/William M. Elliott By: /s/Andrew G. Kotsatso
--------------------- ---------------------
William M. Elliott
Title: Sr. Vice President and Title: CEO
------------------- -------------------
General Counsel
Date: March 27, 1997 Date: March 27, 1997
------------------- ------------------
20
GATEWAY 2000 STANDARD PRACTICE FOR PERFORMANCE TESTING
OF SHIPPING CONTAINERS AND SYSTEMS
The following ASTM based Pre-Shipment Test Procedure applies to GATEWAY 2000
products as appropriate. When required, supplier should submit 5 samples to
Gateway 2000 for internal testing. Additionally supplier should perform
testing on 5 samples and submit test results to Gateway 2000 for comparison.
All packaging must comply with this Gateway 2000 standard based on ASTM
standards volume 15.09 D 4169 (Assurance Level I) as follows:
This specification is broken into two categories Individual shipments Section
1 Element A and Bulk shipments Section 2 Element B. Gateway 2000 will
determine the appropriate level of testing and timing for those tests
depending on commodity type.
1 ELEMENT A-- INDIVIDUAL PACKAGING SHIPPING REQUIREMENTS.
1.1 ROTARY VIBRATION TEST.
The test levels and the test method for this element of the
distribution cycle are intended to determine the ability of the
shipping unit to withstand the repetitive shocks occurring during
transportation of bulk or loose loads. The test levels are listed
below.
1.1.2 The unit will be placed on a Rotary Vibration table and
tested at approximately 4Hz or enough room to allow a 16 mil shim
under the unit as it is being tested. The unit will be test on one
side for 30 minutes then turned over and placed on the bottom for
30 minutes not to exceed a total of 60 minutes.
1.1.3 All units must be functional and have no visual damage
prior to and after the Rotary Vibration Test.
1.2 DROP TEST
The test levels and the test method for this element of the
distribution cycle are intended to determine the ability of the
shipping unit to withstand the hazards occurring during manual
handling such as loading, unloading, stacking, sorting, or
palletizing. The main hazards from these operations are the impacts
caused by dropping or throwing. Size, weight, and shape of the
shipping unit will affect the intensity of these hazards. There
will be two tests for this Element an Instrumented and
Uninstrumented Drop test.
1.2.1 INSTRUMENTED DROP TEST
This test must be performed after the Uninstrumented Drop test.
This test will be an instrumented drop test at 30" on the
six flat sides.
The instrument shall be placed inside the Desk top System units
and shall verify protection against a force greater than 40g +/-
10%.
The instrument shall be placed inside the Portable System units and
shall verify protection against a force greater than 70g +/- 5%.
The instrument shall be placed on the front face of the CRT and
shall verify protection against a force greater than 40g +/- 10%.
All other units will be specified by Gateway 2000.
1.2.2 All units must be functional and have no visual damage
prior to and after the Instrumented Drop Test.
1.2.3 UNINSTRUMENTED DROP TEST
Presented below are the recommended drop heights, the
number of drops, and the shipping unit orientation at impact:
Number of drops
at Specified Height *
Impact Surface Uninstrumented
One Flat on Top.
One Flat on Smallest side.
One Flat on opposite Smallest side.
One Flat on Largest side .
One Flat on opposite Largest side.
One Bottom Manufacturer's joint corner.
One Shortest edge from that corner.
One Next Longest Edge from that corner.
One Longest Edge from that corner.
*One Flat on Bottom
* On the last handling operation of a distribution cycle, the bottom drop
shall be made at a greater specified height, this is considered a
destructive drop. The last drop is to verify the condition of the box and the
packaging and note if the unit is functional. This drop will not constitute a
failure.
1.2.4 Use the following test levels:
Drop Height Last Drop Height Type
Product inches inches Uninstrumented
14" and 15" Monitor 30 36
17" Monitor 30 36
20" and 21" Monitor 30 36
31" Monitor 18 21
Desk Top System 30 48
Portable System 30 48
Peripherals 30 48
Piece Parts 30 48
1.2.5 All units must be functional and have no visual damage prior to
the last drop of the test.
2 ELEMENT B-- BULK PACKAGING SHIPPING REQUIREMENTS
2.1 WAREHOUSE STACKING AND VEHICLE STACKING
The test levels and the test methods for these elements of a
distribution cycle are intended to determine the ability of the shipping unit
to withstand the compressive loads that occur during vehicle transport or
during warehousing. The required loading must consider, in addition to the
overload, the effects of length of time in storage, vibration, the alignment
or stacking pattern of the container, variability in container strength,
moisture content, temperature, previous handling, and method of load support.
The minimum required loads for typical shipping units which include the
combined effects of the above factors are recommended below:
Conditioning-- 73.4 + or - 1.8 d F (23 + or - 1 d C), 50 + or - 2%
relative humidity in accordance with Practice D 4332
2.1.1 Use the following test levels:
F Factors Assurance
Level 1
1. Shipping Unit Construction
Corrugated, fiberboard, or plastic container 8.0
that may or may not have stress-bearing
interior packaging using these materials,
and where the product does not support
any of the load.
2. Corrugated, fiberboard, or plastic container 4.5
that has stress-bearing interior packaging
with rigid inserts such as wood.
3. Containers constructed of materials other 3.0
corrugated, fiberboard, or plastic that
are not temperature or humidity sensitive
or where the product supports the load
directly, for example, compression package.
4. If the product supports a known portion of
the load, the F factor is calculated in the
following manner: F = P(FP) + C(FMC)
WHERE:
FP = FACTOR GIVEN ABOVE FOR COMPRESSION PACKAGE (CONSTRUCTION TYPE 3),
P = PERCENTAGE OF LOAD SUPPORTED BY PRODUCT,
FMC = FACTOR GIVEN ABOVE FOR APPROPRIATE CONTAINER CONSTRUCTION, AND
C = PERCENTAGE OF LOAD SUPPORTED BY CONTAINER.
If a full pallet load is tested, F factors may be reduced by 30%.
2.1.2 Load the shipping unit to the maximum load value, as calculated
below. Remove the load immediately after reaching the specified value.
L = W(H-h) x F
---
h
WHERE:
L = MINIMUM REQUIRED LOAD, LB. OR N.
W = WEIGHT OF ONE SHIPPING UNIT OR INDIVIDUAL CONTAINER, OR LB. OR N.
H = MAXIMUM HEIGHT OF STACK IN STORAGE OR TRANSIT VEHICLE, IN. OR M.
h = HEIGHT OF SHIPPING UNIT OR INDIVIDUAL CONTAINER, IN. OR M. AND
F = A FACTOR TO ACCOUNT FOR THE COMBINED EFFECT OF THE INDIVIDUAL
FACTORS DESCRIBED ABOVE.
2.2 Truck and rail transport stacked or unitized load:
The test levels and test method for this element of the
distribution cycle are intended to determine the ability of stacked or
unitized shipping units to withstand the vertical vibration environment
during transport. The test levels and method account for the magnitude,
frequency range, duration, and direction of vibration.
Condition--See SECTION 6**
Special instructions - Perform the test along the vertical axis with
the load in normal shipping orientation. Dwell time is for
each noted product or package resonance up to four discrete
resonance's. If more than four resonance's are noted, test
at the four frequencies where the greatest response is noted.
It is permissible to use a concentrated dead load to simulate
an upper pallet load. In frequency sweeps it is advisable to
consider the frequency ranges normally encountered in the
type of transportation being considered. The resonant
frequency(ies) may shift during test due to changing
characteristics of the container system. It is suggested
that the resonant frequency be varied slightly during the
test to detect any shift and to continue testing at the
frequency of maximum response.
2.2.1 Use the following test levels:
Amplitude Dwell
Assurance (O-Peak).g Time.
Level Frequency Range, Hz Rail Truck min
I 3 to 100 0.25 0.5 15
2.3 Loose load vibration:
The test levels and the test method for this element of the
distribution cycle are intended to determine the ability of the shipping unit
to withstand the repetitive shocks occurring during transportation of bulk or
loose loads. The test levels and test method account for amplitude,
direction, and duration of the repetitive shocks.
Conditioning--See SECTION 6**
Special instructions--Dwell time distributed 50% along normal
vertical shipping axis and remaining 50% evenly along all
other possible shipping orientations.
Use the following test levels:
Assurance Level Dwell Time min
I 60
2.4 Vehicle vibration:
The test levels and the test method for this element of the
distribution cycle are intended to determine the ability of the shipping unit
to withstand the vertical vibrations environment during transportation. The
test levels and test method account for the frequency range, amplitude, sweep
rate, dwell time for resonance's, and direction of vibration.
Conditioning--See SECTION 6**
Special instructions--Perform the test for each possible shipping
orientation. Dwell time for each noted package or product
resonance up to four discrete resonance's. Test at the four
frequencies where the greatest response is noted. In frequency
sweeps it is advisable to consider the frequency ranges
normally encountered in the type of transportation being
considered.
Use the following test levels:
Sweep and Swell Amplitude Dwell
Assurance (O-Peak), g Time,
Level Frequency Range, Hz Rail Truck min
I 3 to 100 0.25 0.5 15
2.5 Climate, Atmospheric Condition:
The levels of atmospheric conditioning for this element are intended
to provide the minim preconditioning necessary to expose the shipping unit to
an atmospheric hazard that may affect performance in distribution. The user
is cautioned to determine if climate hazards other than those given exist,
or if additional conditioning is necessary between other elements of a
distribution cycle. It should be noted that different atmospheric conditions
are likely to exist between the origin and the destination points of a
distribution cycle, particularly for export/import cycles.
Special instructions--The user may select the Standard Conditioning
Atmosphere of 23 D C and 50% relative humidity or any of the
special standard atmospheres as appropriate. The same
atmospheric condition should be used for any assurance
level. A conditioning period of 72 h, or sufficient time to
reach equilibrium of all parts of the package and product is
recommended.
Tests should be conducted in the conditioned atmosphere
whenever possible. If not possible, test for one hazard
element immediately after removal from the conditioned
atmosphere and then immediately return to reconditioning
before testing the next hazard element. For atmosphere other
than the Standard Conditioning Atmosphere, the user must
determine the appropriate compressive load factor for
Elements C and D, as the factors given there are based on
testing under the Standard test atmosphere.
**SECTION 6**
6.1 If the distribution cycle contains climatic conditions that have an
effect on the performance characteristics of the product, shipping container,
or components such as cushioning, use one of the following procedures:
6.1.1 Conduct the test at standard conditions and compensate for the
effects of any climatic condition. Condition the shipping units to a standard
atmosphere of 73.4 +or- 2% relative humidity. If testing cannot be conducted at
the standard condition, conduct the tests as soon after removal from the
conditioning chamber as practicable. Recondition the shipping units to the
standard atmosphere as necessary during the test plan.
6.1.2 Condition the shipping units to the climatic conditions (salt spray,
water immersion, humidity, or temperature) and conduct the tests at desired
conditions as soon after removal from the conditioning chamber as
practicable. Recondition the shipping units as necessary. If testing at
desired conditions is impossible, conditions at time of test shall be
recorded and reported.
6.1.3 In some circumstances, it may be necessary to conduct some or all
of the tests at special climatic conditions.
EXHIBIT B
Pricing
Product Price Effective Date
- ------- ----- --------------
Boston Acoustics Micro Media * Current
EXHIBIT C
- -------------------------------------------------------------------------------------------------------------
[LOGO] PURCHASE ORDER Rev.#:
------------------------------ Date:
Orig. PO Date:
BILL TO: P.O. Box 2000 Ship To: Supplier #: Order Type:
610 Gateway Drive Branch:
No. Sioux City, SD 57049 USA Ship Via:
605/232-2615(FAX) Terms:
605/232-2000 (International and Local) Delivery Instructions: Contact:
PH: FAX:
- -------------------------------------------------------------------------------------------------------------
Item Quantity U Item Number Description Reg Del. Unit Cost Extended Cost
No. M Date U.S. Currency U.S. Currency
- --------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
A Supplier Acknowledgment Date This Purchase Order is subject to Total U.S. Dollars:
P the Standard Terms and Conditions
P ------- ---------------------- ----- and U.S. Government Contracts ------------------
R ------- NOTE: Clauses attached hereto.
O ------- P.O. Number must appear on all invoices. Page No: Curr. Code:
V
A
L
- -------------------------------------------------------------------------------------------------------------
EXHIBIT D
Gateway 2000, Inc.
Supplier Routing Guide
1. Shipments to Gateway 2000, North Sioux City
1a. Gateway 2000, Inc.
610 Gateway Drive
North Sioux City, South Dakota 57049
Contact: Mr. Dave Davison
Tel: 605-232-2852
Fax: 605-232-2265
1b. Gateway 2000, Inc.
2000 Gateway Boulevard
Hampton, VA 23666
Contact: Mr. Dave Davison
Tel: 605-232-2852
Fax: 605-232-2265
All shipments dispatched FOB to this destination must be initially
coordinated with Mr. Davison in advance of shipment dispatch.
2. Gateway 2000 Pty Ltd.
2a. Gateway 2000 Pty Ltd.
6-10 Talavera Road
North Ryde, SYDNEY NSW 2113
Australia
Contact: Mr. Phil Raff
Tel: 011-612-844-8608
Fax: 011-612-844-8484
All shipments dispatched FOB to this destination must be initially
coordinated with Mr. Phil Raff in advance of shipment dispatch.
23
3. Gateway 2000 Ireland Ltd.
3a. Gateway 2000 Ireland, Ltd.
Clonshaugh Industrial Estate
Dublin 17 Ireland
Contact: Mr. Jim O'Dea
Tel: 011-353-1-797-2000
Fax: 011-353-1-787-2036
All shipments dispatched FOB to this destination must be initially
coordinated with Mr. Jim O'Dea in advance of shipment dispatch.
4. Gateway 2000 Japan
4a. Gateway 2000 Japan
Ohmori Branch
C-To 2nd Floor
Heiwajima 1 Chome 2-20
143 Tokyo-To, Ohta-Ku Japan
Contact: Mr. Abe
Tel: 011-81-3-5493-3751
Fax: 011-81-3-5493-3760
All shipments dispatched FOB to this destination must be initially
coordinated with Mr. Abe in advance of shipment dispatch.
5. Gateway 2000 Malaysia
5a. Gateway 2000 Malaysia
No. 1 Jalan TTC 32, Taman Technology Cheng, Cheng
75250 Melaka, Malaysia
Contact: Mrs. Charlotte Leong
Tel: 011-06-236-2000
Fax: 011-06-237-2000
All shipments dispatched FOB to this destination must be initially
coordinated with Mrs. Charlotte Leong in advance of shipment dispatch.
24
EXHIBIT D-1
Center for Production Replenishment Procedure
This Center for Production Replenishment (CPR) procedure outlines the manner in
which Supplier shall respond to forecasts and purchase orders issued by
Gateway.
This procedure supplements the terms and conditions of the Agreement to which
it is a part between Gateway and Supplier for the purchase and sale of
Products.
1. On a weekly basis, Gateway shall provide to Supplier a thirteen (13)
week rolling forecast indicating both model numbers and associated quantities
of Product. The forecast shall set forth Gateway's required deliveries of
Product for each week for the first eight (8) weeks of the forecast. The
balance of Gateway's requirements may be indicated in monthly quantities.
2. Promptly upon agreement with the provisions of this procedure and
thirty (30) days prior to the first day of each calendar quarter commencing
thereafter, Gateway agrees to provide to Supplier a blanket purchase order to
permit Supplier to respond to the "pull signals" set forth in Article 5
below. The quantities and dollar amounts set forth in such blanket purchase
order must be equal to or greater than the quantities and the value of the
quantities contained in Gateway's rolling thirteen (13) week forecast last
submitted to Supplier prior to Gateway's issuance of the purchase order.
Gateway is responsible for ensuring that there remains sufficient value on
the blanket purchase order to cover the value of all Product pulled; if the
value of the Product so pulled is greater than the value remaining on the
blanket purchase order, Supplier will withhold shipment and notify Gateway.
Gateway may at any time issue additional blanket purchase orders to increase
the quantities of Product that may be pulled as provided herein, consistent
with the rolling forecasts provided to and acknowledged by Supplier.
3. Supplier shipments shall be delivered to a designated CPR in North
Sioux City, South Dakota, or directly to a Gateway 2000 manufacturing site
(see Exhibit D) as prescribed by Gateway 2000, in quantities consistent with
Gateway's forecast. Supplier, however, will deliver Product in quantities
consistent with Supplier's standard pallet quantities.
4. Transportation of Product will be in accordance with the following:
4.1 If Gateway is responsible for selecting the carriers used to ship
Product from Supplier's shipping point to the CPR, Gateway shall be
responsible for all shipping costs including insurance and risk of loss of
the Product shall be assumed by Gateway in an amount equal to the actual cash
value of the Product; and
4.2 If Supplier is responsible for selecting the carriers used to
ship Product from Supplier's shipping point to the CPR, Product will be
shipped FOB destination,
25
freight prepaid and charged back to Gateway according to Section 6, Title and
Delivery. Insurance and risk of loss shall be assumed by Supplier.
5. On a frequency determined by the rate at which Gateway consumes
Product, Gateway's manufacturing site will transmit a pull signal by
facsimile or other agreed upon means to communicate to the CPR indicating the
model numbers (part numbers) and quantity of Product required. The sole
responsibility for transmitting timely pull signals rests entirely with
Gateway. Gateway understands and agrees that the transmission of a pull
signal is authorization for the CPR operator to ship Product to Gateway and
for Supplier to invoice Gateway against the blanket purchase order for the
models and quantities set forth in the transmission.
6. Supplier agrees that there shall be available to Gateway at least ten
(10) days of inventory as established by the quantities set forth in Gateway's
then-current forecast, unless other amounts are mutually agreed to in writing.
7. Within 15 days of receipt of notice of additional quantities from
Gateway, Supplier agrees to expend its best efforts to comply with Gateway's
request. If such additional quantities result in a change in Supplier's
costs or in the time for performance, an adjustment in price and time for
performance will be made by the parties in writing.
8. Gateway shall have no liability for any Product held by Supplier or the
CPR operator in anticipation of Gateway's transmission of a pull signal.
9. If, for any consecutive four (4) week period, Gateway's purchase
quantities are less than the quantities held by Supplier consistent with the
forecasts submitted by Gateway in anticipation of orders, Supplier reserves
the right to direct the quantities represented by the difference to other
accounts and shall have no liability to Gateway for such diverted quantities.
26
EXHIBIT E
Supplier Engineering Change Requests
(attached)
GATEWAY 2000
SUPPLIER ENGINEERING CHANGE REQUEST
Date Requested: _____________
CHANGE TYPE
To: Supplier Quality / / N. Sioux City, SD, USA Fax (605) 232-2258 (SEE BACK FOR DETAILS)
/ / Singapore, Singapore Fax 65-334-6388 / / Class 1
/ / Class 2
Form: ___________________________ Fax ___________________________ / / Class 3
___________________________ / / Class 4
___________________________ Phone ___________________________
- --------------------------------------------------------------------------------------------------
ACKNOWLEDGMENT RECEIPT ONLY - DO NOT IMPLEMENT UNTIL NOTICE OF APPROVAL AND
REVISED PURCHASE ORDERS ARE RECEIVED
Date: ______________________ SECR Tracking #: ____________________
Signed: ______________________ Fax: ____________________
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Supplier Part # Gateway 2000 Part # Description Compatibility/
(if known) Interchangeability
(Yes / No)
- --------------------------------------------------------------------------------------------------
Current Forward?
- --------------------------------------------------------------------------------------------------
New Backward?
(if changing)
- --------------------------------------------------------------------------------------------------
Assy-Rev: From: To: Fab Rev: From: To:
- --------------------------------------------------------------------------------------------------
Board Rev: From: To: FW Rev: From: To:
- --------------------------------------------------------------------------------------------------
BIOS Rev: From: To 8W Download: From To:
- --------------------------------------------------------------------------------------------------
Utilities: From: To:
Drivers:
- --------------------------------------------------------------------------------------------------
Test Performed: Comments:
- --------------------------------------------------------------------------------------------------
LIST ALL TESTS PERFORMED: CONSIDER ALL TESTS RELEVANT TO VALIDATING THE CHANGE, E.G.: REGULATORY,
SAFETY, COMPATIBILITY, RELIABILITY, SHIPPING, FUNCTIONALITY, ETC. ATTACH EXTRA SHEETS IF NECESSARY
- --------------------------------------------------------------------------------------------------
1. Passed? / / Attach results
- --------------------------------------------------------------------------------------------------
2. Passed? / / Attach results
- --------------------------------------------------------------------------------------------------
3. Passed? / / Attach results
- --------------------------------------------------------------------------------------------------
Proposed Effectivity Date:
Reason for Change:
Detailed Description of Change being Requested:
(Drawing may be attached)
Benefit of Change to Gateway 2000:
- --------------------------------------------------------------------------------------------------
REJECTED. REASON:
1.
2.
- --------------------------------------------------------------------------------------------------
* Submittal of this form does not constitute Gateway 2000 approval of this request.
--------
* No revisions may be incorporated to product purchased by Gateway 2000 without:
1) The Supplier receiving back a Gateway 2000 "ECO Notice of Approval",
and
2) An updated Purchase Order
Gateway 2000 CONFIDENTIAL Form #30631401.000
GATEWAY 2000 ENGINEERING CHANGE ORDER
NOTICE OF APPROVAL TO SUPPLIER
- DOES NOT AUTHORIZE SHIPMENT -
TO: _______________________________ Fax _______________________________
_______________________________
_______________________________ Phone _______________________________
FROM: Supplier Quality / / N. Sioux City, SD, USA Fax (605) 232-2258
/ / Singapore, Singapore Fax 65-334-6388
Change Incorporates Supplier Engineering Change Request #s: ________________.
ECO# Date,
The following change was approved on ECO _________ on _________. Implementation
will be scheduled by Regional Purchasing groups on Gateway Purchase Orders.
- Current Gateway 2000 Part Number: __________________________
- Current Supplier Part Number: __________________________
This change: / / will not change the Gateway 2000 part number.
/ / will not change the supplier part number/revision level.
/ / will change the Gateway 2000 part number to __________________
/ / will change the supplier part number/revision level to_______.
Additiona comments:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please contact _______________________ with any questions at ___________________
Gateway 2000 CONFIDENTIAL Form #30631401.000
GATEWAY 2000
SUPPLIER ENGINEERING REQUEST
--- ADDITIONAL INFORMATION ---
Class Definitions:
Class 1 Emergency - Safety or Regulatory related change.
Class 2 Urgent - Material lead time issue or problem resolution related
change. Major Cost Reduction.
Class 3 General Phase-In Related Changes
Class 4 Other
Contact Persons:
LOCATION PERSON PHONE
-------- ------ -----
North Sioux City, SD Matt Merk (605) 232-1620
Singapore K.H. Teh 65-434-7151
Gateway 2000 CONFIDENTIAL Form #30631401.000
SUPPLIER ECR PROCESS - COMMUNICATIONS AND TRACKING
Engineering requests
change to existing part-----------
|
|
|-------(If Gateway requests Change)
| |
| |
Corrective Action | Supplier submits SECR to NSC or---------------------------------------------
Request due to-------------------- Singapore Supplier Quality Group------------------------------- |
Quality problem | | |
(SQE) SQE: | |
- Checks SECR for completeness | |
- Assigns a Control # Acknowledgement |
- Creates database record and Receipt sent to |
Supplier Quality - (Singapore) forward information to------------------------Supplier |
NSC Supplier Quality |
- Fowards SECR to Product Team |
- Inform Regional Materials/Purchasing --------------
- Monitors progress. |
| | |
| ----------Return to SQE for |
SECR Supplier Notification |
necessary or | | |
1 worthwhile to--------No | |
Product Team pursue? | |
| | |
Yes | |
| | |
Engineering Testing and Verification | |
| | |
Engineering Testing | | |
| | |
Change/ | |
2 Revision perform as | |
expected?-----------------No |
| |
Yes |
| |
Internal SECR/ECR Approval Process |
| |
SQE: |
- Log SECR Approval Information SECR Notice of
- Forward to Singapore (if needed)--------------------Approval letter to
- Notify Supplier and Regional Supplier
Materials/Purchasing -Database Output-
Supplier Quality - Schedule follow-up Audit
|
Regional Purchasing to revise or issue
new Purchase Orders to determine
when material is to ship.
EXHIBIT F
REGULATORY PROCEDURAL REQUIREMENTS
1) It is the responsibility of the vendor to provide Gateway 2000 with a
product that meets the applicable regulatory requirements when placed in
or combined with current Gateway 2000 personal computer systems.
2) All regulatory standards that pertain to radiated emissions will be
measured at 10 meters. This will apply unless a regulatory standard
specifically calls out another distance and then only with written
acknowledgment for the Gateway 2000 Compliance department.
3) All products will permit Gateway 2000 systems to pass CISPR 22/EN 55022
Class B by a 4 dB margin when installed in or with current Gateway 2000
personal computer systems whether that configuration is to be sold world
wide or not.
4) Compliance work that is to be conducted on a product by Gateway will
be done at a test house that is specified by the Compliance Department of
Gateway 2000.
5) The complete documentation and data supporting the regulatory
certifications that a vendor has obtained for their product are to be
submitted with the first prototypes or test samples to the Gateway 2000
Compliance Engineering Department. This applies to all products whether
they are new products or products that are undergoing ECN's (Engineering
Change Notices).
6) Any initial regulatory testing that Gateway conducts on a component
prior to it being shipped in or with Gateway 2000 systems for the first
time any where in the world will be the expense of Gateway 2000. If a
component fails this initial testing it will be the responsibility of the
Vendor to remedy the situation. Any regulatory testing after the initial
regulatory test which may be necessary to get a failing component to pass
the regulatory requirements of Gateway 2000 will be at the expense of the
Vendor. After the Vendor makes the necessary adjustments to their
component to get it to pass, the components will then be retested at a
Gateway 2000 appointed test lab.
7) All products that Gateway 2000 sells can and will be periodically
audited while configured in or with complete systems to ensure continued
compliance with the relevant regulations. These audits (first test)
will be conducted at a Gateway 2000 appointed test lab. When and/or if a
given system is found to be non-compliant, the Compliance department or
the appointed test lab will locate the source of the offending emission
and the component that is responsible for producing it. At that time,
the Vendor of that component will be notified that their product is no
longer compliant and will, at their expense, remedy the situation. The
fact that a given component has been repaired will be demonstrated in a
follow up test (second test) at a Gateway 2000 appointed test lab. Upon
successfully passing this second test this component will then be audited
on a more frequent basis over the course of the next four months. If the
component does not pass this test (second test) the vendor will again be
notified and expected to remedy the situation. Any subsequent testing
(after
28
second test) to demonstrate compliance in or with Gateway systems will be at
the expense of the Vendor. This phase of testing (second test) will be
repeated until the component is again found to be compliant in or with
Gateway 2000 computer systems.
CAUTION: The data contained herein is current as of June 12, 1996. Any
changes in the countries that Gateway 2000 may begin to market into in the
future are not reflected in the contents of this document. The regulations
that are listed herein apply to the following countries: United States,
Canada, European Community, Japan, Australia, New Zealand and Mexico. It is
suggested that if you have a components that is not listed herein that you
contact that Compliance/Engineering Department for a list of applicable
regulations before the testing and evaluation process is scheduled to take
place. Likewise, if Gateway begins to market into a country that is not
listed above contact the Compliance Engineering department for assistance in
compiling the regulations that are applicable in that country for your
particular component. The Compliance/Engineering department reserves the
right to change the above requirements at any time.
Although VCCI Class 2 ITE is listed for each component type listed herein,
this set of regulations applies at the system level. That means that each
time a different component is added to a system configuration the entire
system must be re-tested to meet the standards.
External Speaker Kit Compliance Specifications
The Electromagnetic Compatibility and Safety regulations/standards outlined
below are to be adhered to by every External Speakers that Gateway purchases
with the intent of being added to any of the personal computer systems that
Gateway currently sells or intends to sell in the future.
- All External Speaker kits will allow any Gateway system to pass the
following EMC Regulations, by the margins stated as applicable.
- External Speaker kits will not degrade the EMC attributes of any Gateway
system.
EMC REQUIREMENTS
*
1 FCC Part 15 Digital Computing and Radio
Class B Frequency Devices
2 CE Mark
EN 50081-1 Electromagnetic Compatibility -
Generic Emission Standard, Part 1 -
Residential, Commercial and Light Industry
29
EN 55022: 1995 Limits and Methods of Measurements of Radio
Class B Interference Characteristics of Information
Technology Equipment
EN 61000-3-2: 1995 Limits for Harmonic Currents Emissions
(Equipment input current < 16 A per Phase)
EN 61000-3-3: 1995 Voltage Fluctuations (Equipment input current < 16
A per phase)
EN 50082-1: 1992 Electromagnetic Compatibility Generic Immunity
Standard; Part 1: Residential, Commercial and
Light Industry
EN 6100-4-2: 1995 Electromagnetic Compatibility Part 4: Testing and
Measurement Techniques, Section 2: Electrostatic
Discharge Immunity Test - Test Level 4
ENV 50140: 1994 Electromagnetic Compatibility for Industrial Process
Measurement and Control Equipment, Part 3: Radiated
Electromagnetic Field Requirements
EN 61000-4-4: 1995 Electromagnetic Compatibility Part 4: Testing and
Measurement Techniques, Section 4: Electrical fast
transient/burst Immunity Test
3 VCCI Voluntary Control Council for Interference by
Class 2 ITE Information Technology Equipment
4 AS/NZS 3548: 1992 Electromagnetic Interference - Limits and Methods
of Measurement of Information Technology Equipment
4 AS/NZS 3548: 1992 Electromagnetic Interference - Limits and Methods of
Measurement of Information Technology Equipment
- - All radiated emissions testing will be conducted to CISPR 22 limits minus 4
dB conducted at 10 meters in compliance with ANSI C63.4.
- All conducted emissions testing will be conducted to CISPR 22 limits
minus 4 dB in accordance with ANSI C 63.4 requirements.
SAFETY REQUIREMENTS
*
1 UL 1950 Safety for Information Technology Equipment
2 CSA C22.2 No. 950 Information Processing and Business Equipment
or
30
cUL issued by UL based on the jointly issued Third
Edition of C22.2 No. 950/UL 1950
3 CE Mark Safety of Information Technology Equipment,
EN 60950 including Electrical Business Equipment
4 CB Scheme Safety of Information Technology Equipment,
IEC 950 including Electrical Business Equipment
- With country specific deviations for Chez
Republic, China, Hungary, Iceland, India, Israel,
Japan, Republic of Korea, Norway, Poland, Russian
Federation, Singapore, Slovenia, Switzerland,
Yugoslavia.
5 Dentori Japanese Safety Standards
T Mark
6 AS/NZS 3260: 1993 Safety of Information Technology Equipment
including Electrical Business Equipment
POWER CORDS
*
1 UL 1950 Safety for Information Technology Equipment
2 CSA C22.2 No. 950 Information Processing and Business Equipment
or
cUL issued by UL based on the jointly issued Third
Edition of C22.2 No. 950/UL 1950
3 Dentori Japanese Safety Standard
T Mark
31
EXHIBIT G
Supplier Certification Plan
SUMMARY:
The Supplier Certification Plan will consist of three functions: (1) on-site
survey results, (2) Gateway acceptance and (3) Supplier's process capability.
Supplier's CPK level is to be >1.33; Gateway's acceptance is to be >99.7%;
and the on-site survey is to be completed with no outstanding improvements or
corrective actions.
PROCEDURE:
1) An on-site survey shall be conducted using the Gateway Supplier
Qualification Survey procedure. The results of the survey shall be discussed
with Supplier's representatives at the end of the survey. A copy of the
completed survey procedure, along with implementation dates for any
improvements (implementation dates to be provided by Supplier), shall remain
with Supplier before leaving the Supplier being surveyed.
2) The Commodity Qualification Procedure is to be completed.
3) The commodity will be inspected/tested by Incoming Quality Assurance
(IQA). When twenty (20) continuous lots have been accepted, the commodity
will go to a reduced sampling size inspection. At the reduced sample size,
ten (10) continuous lots have been accepted, the commodity will go to skip lot
inspection. The skip lot inspection will consist of inspection of every
tenth (10th) lot for four (4) skip lots. If the four (4) skip lots are
accepted, the commodity can go to "Ship to Stock" status provided that the
99.7% customer acceptance is met.
4) During Step 3, above, factory fallout and RMA retest statistical data
will be evaluated for acceptance. If the trend from these two (2) locations
show that quality enhancements are necessary, a corrective action plan will be
generated. The commodity acceptance percentage is to be >99.7% to achieve a
certification status.
5) Supplier's process capability must be >1.33 CPK/CP level or a 3000
parts per million (ppm) defect level. This defect level can be measured
during the manufacturing process at critical process testing and data
collection points. The manufacturing process flow chart should show these
critical points and have histogram charts posted at each location reporting
the CPK/CP level.
32
EXHIBIT H
Inspection Procedure
IQA Sample Acceptable Quality Level (AQL) for the three main types of
commodity families as per Mil Spec 105E are:
1.0% = Printed Circuit Boards
1.0% = Mass Storage Devices, Monitors and Portables
2.5% = Sheet Metal and Plastic Parts
33
EXHIBIT I
Supplier Quality Engineering Program
Gateway has an established Supplier Certification Program with established
process survey and performance requirements. Supplier agrees to support
these requirements.
If quality issues arise, Gateway SQE shall generate a Corrective Action
Request (CAR). Supplier shall agree to support the CAR in the timeframe
requested based on the critical nature of the action.
Supplier shall commit to the established process quality and performance
goals established by Gateway with a continuous quality improvement program.
The quality and performance goals are established for each commodity type
based on the technology of that commodity to meet the MTBF at th system level.
34
EXHIBIT J
Gateway Trademarks
(attached)
[LOGO]
GRAPHICS
General Logo Guideline
1. Use it.
The corporate logo must be placed prominently on all Gateway 2000 communication
materials. That doesn't mean it has to be large and obnoxious - understated is
usually better - but it should be plainly visible, visually separated from other
type and graphics and positioned to draw the eye to it. It's our signature. You
wouldn't send a letter without signing it, so don't produce materials for
Gateway without using the corporate signature.
2. Don't change it.
It's equally important to leave the logo alone. Don't change it. The
elements which make up the corporate logo should not be respaced or
changed in proportionate size.
Don't add things to it. The logo must not be altered or have any other
graphic device or typography attached. The only type that can be attached to
the corporate logo is the slogan and only from the artwork provided.
[LOGO]
Exceptions: There are few "legal" exceptions to these guidelines.
The black bar may be omitted for used on product bezels. The design
firm that created our cases in 1991 dropped the black bar and positioned
Gateway 2000 slightly lower in relation to the "G." This was done because
the black bar looked awkward on the cool gray cases. This logo style has
since been used on all products. Therefore, we will continue to use it this way
until cases are redesigned again we have the opportunity to re-evaluate
how the logo looks on products. Artwork of this version of the logo is
available, but you need approval from Global Marketing to use it.
Another exception is the use of drop shadows with the logo. It is acceptable
to add subtle, soft drop shadow to make the logo stand off the page.
[LOGO]
GRAPHICS
3. Don't let other elements upstage it.
The corporate logo must never be used as a background. Do not screen it back
and put other type over it. In short, the logo must never be upstaged by other
graphics. It should be used as a dominant graphic element.
[LOGO]
4. Don't invent new logos or brand icons.
Over the years we have accumulated a fleet of logos representing everything
from software bundles to cow-spotted merchandise. This is counter-productive
to building a strong brand. Viewers of our communications cannot be expected
to remember multiple messages and symbols. We can only hope they remember one
or two which is why we need to carefully evaluate the creation of any new
symbols. Therefore, you must have approval from Brand Board before you can
create a new logo or brand Icon.
5. Use only authorized artwork.
Don't even think about making your own artwork for the logo. Authorized
artwork is available from Global Marketing. There are many copies
of incorrect, distorted and generally mutilated logos out there, the result of
years of unmitigated bootlegging. It's important to correct misuses of the
logo and to eliminate all unauthorized copies of the logo.
[LOGO]
[LOGO]
GRAPHICS
Positioning
Don't crowd the logo. Keep other type and graphics at a respectful distance.
That means measure the height of the zeros in 2000 and keep other elements
at least this distance from the edge of the black bar. This measurement on all
four sides of the logo creates a positioning boundary inside which no type
of graphics are permitted.
[LOGO]
The logo should also be reproduced against a background that provides strong
readability. Don't print the logo on a background that is so busy it
competes with the logo. Either a very dark or very light background works best.
[LOGO]
[LOGO]
GRAPHICS
CORPORATE COLORS
Gateway 2000's offical corporate colors are black and gold. The gold
is a metalic color and should be as close as possible in color
to real gold. The ink that reproduces our gold color best is Pantone
Matching System (PMS) #872. An acceptable color can also be achieved
using process printing colors in this combination:
[LOGO]
EXHIBIT K
Federal Acquisition Regulations
The following contract clauses from the Federal Acquisition Regulations
("FAR") (48 C.F.R. Chapter 1) are incorporated by reference and shall have
the same force and effect as if set forth in full text. In all of the
following clauses, "Contractor" and "Offeror" shall mean Supplier. The
clauses are those in effect as of the date of this contract.
52.203-7 Anti-Kickback Procedures.
52.204-2 Security Requirements.
52.212-8 Defense Priority and Allocation Requirements.
52.215-25 Subcontractor Cost or Pricing Data-Modification.
52.222-21 Certification of Nonsegregated Facilities.
52.222-26 Equal Opportunity.
52.222-36 Affirmative Action for Handicapped Workers.
52.223-3 Hazardous Material Identification and Material Safety Data.
52.225-11 Restrictions on Certain Foreign Purchases.
52.227-19 Commercial Computer Software--Restricted Rights.
If the Total Purchase Order Amount Exceeds $25,000, the following additional
clauses shall be incorporated by reference:
52.215-2 Audit-Negotiations.
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement.
If the Total Purchase Order Amount excess $500,000, the following
additional clauses shall be incorporated by reference:
52.219-9 Small Business and Small Disadvantaged Business Subcontractor's
Plan.
The following clause form the General Services Acquisition Regulation (48
C.F.R., Chapter 5) in effect on the date of this Purchase Order shall be
incorporated by references and shall have the same force and effect as if set
forth in full text. The term "Contractor" as used in this clause shall mean
Supplier.
552.215-70 Examination of Records by GSA.