MICRO WAREHOUSE VENDOR AGREEMENT
This Agreement is entered into as of the date of the last signature below by and
between Micro Warehouse, Inc. of Ohio ("Micro Warehouse"), a Delaware
corporation which is a wholly-owned subsidiary of Micro Warehouse, Inc. of 535
Connecticut Avenue, Norwalk, CT 06854, and Asante Technoloqies ("Vendor"), a
Corporation corporation / partnership / proprietorship with offices at
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821 Fox Lane, San Jose, CA 95131 (collectively the "Parties").
Vendor grants Micro Warehouse the non-exclusive right to distribute Vendor's
line of products (the "Products") in the following Territory: Worldwide. Vendor
warrants that all Products are new and comply in all respects with all
applicable laws, rules, and regulations.
Payment--Vendor agrees to sell Products to Micro Warehouse at the lowest price
and/or best discount that Vendor makes the Products available to any similar
resellers. Payment terms are net 30 upon receipt of Product; Vendor will make
available to Micro Warehouse all prompt payment discounts that Vendor offers.
Price Changes--Vendor will give Micro Warehouse prompt written notice of any
Product price changes, including special promotions. If Vendor raises the price
of any Product, Vendor will honor the price quoted for all Products on order by
Micro Warehouse prior to the effective date of the change. If Vendor lowers the
price of any Product, Vendor will issue a credit to Micro Warehouse's account
equal to the difference between the actual purchase price paid by Micro
Warehouse and the reduced price for all units of Product in Micro Warehouse's
inventory or on order as of the effective date of the change. Vendor agrees to
keep its account balances with Micro Warehouse current and to notify Micro
Warehouse promptly of discrepancies in any accounts; in no event shall Vendor be
entitled to give notice more than 9 months from the date on which the event
giving rise to any such discrepancy occurred.
Vendor shall notify and provide Micro Warehouse with the opportunity to
participate in all promotions, special pricing, rebate, co-op advertising,
market development fund or like programs made available by Vendor for similar
resellers. In the event that Vendor allocates any Products, Micro Warehouse
shall be treated equitably with respect to other purchasers of the Products and
no less favorably than any of the same, assuming Micro Warehouse's account is
current.
Product Returns
1) Stock Balancinq/Rotation Returns--Once every month, Micro Warehouse
may return to Vendor 20% of the previous quarters purchases any quantity of new,
unopened Product for credit to account. Micro Warehouse may also return to
Vendor, at any time, for credit, any quantity of new, unopened Product affected
by any version, packaging, update or other Product change.
2) Defective Product Returns--Micro Warehouse may return to Vendor any
defective Product which is returned to Micro Warehouse by a Micro Warehouse
customer ("Customer") within 120 days of Customer's purchase date. A defective
Product is one that Customer determines is defective and that Micro Warehouse
authorizes for return from Customer.
All Product returns to Vendor, whether for stock balancing/rotation or
defective Product, will be for credit to Micro Warehouse's account. Vendor will
issue any requisite Return Merchandise Authorizations upon request. In no case
will Micro Warehouse be responsible for restocking fees for Products returned to
Vendor pursuant to this Agreement.
Freight--Micro Warehouse will pay for freight for all Product shipments from
vendor and vendor will pay for all return shipments (except stock
balancing/rotation returns) to Vendor. The Party responsible for freight charges
on any shipment will also assume the risk of loss on those goods once they are
placed within the possession of a common carrier by the sender.
Indemnities--Vendor agrees to defend, indemnify and hold harmless Micro
Warehouse, its corporate parent and affiliated companies, and the employees,
officers, directors and agents of each of them, against any and all claims,
liabilities, damages and costs, including reasonable attorney's fees and
settlement amounts, arising from i) any actual or alleged defect in a Product
supplied by Vendor pursuant to this Agreement; ii) any actual or alleged
infringement of any patent, copyright, trademark or other intellectual property
right by a Product supplied by Vendor pursuant to this Agreement; or iii) a
breach by Vendor of any provision of this Agreement. Vendor's responsibilities
under this Section shall survive termination of this Agreement.
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Term and Termination--This Agreement will remain in effect until terminated.
Either Party may terminate this Agreement at any time, with or without cause,
upon 60 days written notice. Neither Party shall be responsible to the other for
any costs or damages resulting from termination. Micro Warehouse shall have the
right to return to Vendor any quantity of Product (purchased within the previous
150 days) in its inventory as of the termination date, and receive a cash refund
from Vendor equal to the amount paid by Micro Warehouse for the Products.
General Terms: Nothing in this Agreement shall be deemed to create an agency,
partnership or joint venture between the Parties. This Agreement constitutes the
entire agreement between the Parties and supersedes any prior communications,
representations or agreements of any kind. This Agreement may not be modified
except in a writing signed by both Parties. Inconsistent terms on purchase
orders, invoices or other documents shall have no effect and are expressly
rejected by Micro Warehouse. This Agreement shall be governed in accordance with
the laws of the State of Connecticut without regard to conflicts of laws
principles. Failure to enforce or delay in enforcing any rights under this
Agreement shall not be deemed to be a waiver or modification of such rights.
The paragraphs of this Agreement captioned "Payment" and "Freight" will not
apply when Micro Warehouse purchases Products from a distributor (or any party
other than Vendor). Otherwise all terms of this Agreement will govern whether
Micro Warehouse purchases Products directly from Vendor or from any third party.
Vendor will authorize any such party selling Products to Micro Warehouse to
honor, on Vendor's behalf, all other terms which have been agreed to by Vendor
herein.
Micro Warehouse, Inc. will second source Distribution on any items not available
directly from Asante.
The Parties acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms.
Micro Warehouse, Inc. of Ohio Vendor: Asante Technologies Inc.
By: By: /s/ Steve Hess
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Authorized Signature Authorized Signature
STEVE HESS
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Name (Type or print) Name (Type or print)
CFO
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Title Title
12/8/95
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Date Date
4/95