EXHIBIT 10.2
TECH DATA CORPORATION
VOLUME PURCHASE AGREEMENT (TDElect)
This Agreement (the "Agreement") is between:
I. Tech Data Corporation, a Florida corporation, 5350 Tech Data Drive,
Clearwater, FL 33760 ("Tech Data"); and
II. Emtec, a New Jersey corporation, 817 East Gate, Mt. Laurel, NJ 08054
("Reseller").
Tech Data, a national distributor of microcomputers and related hardware and
software, has established a national network of customers with varying product
purchase requirements. In order to satisfy the requirements of volume
purchasers, Tech Data has initiated the TDElect Program set forth in this
Agreement. Reseller has demonstrated ability and desire to purchase products
from Tech Data in sufficient volume to qualify for the TDElect Program.
1. Term and Termination
The term of this Agreement begins on the date of last signature below and
continues for 1 year. At the end of 1 year the Agreement will automatically
renew for a single 90 day term, unless either party gives 30 days prior written
notice of its intent not to renew. Either party may terminate this Agreement at
any time, without cause, by giving the other party at least 30 days prior
written notice.
2. Pricing and Payment
Reseller's purchases are subject to this Agreement and Tech Data's Terms and
Conditions of Sale stated in Tech Data's Reseller Catalog and on the back of
every Tech Data invoice (the "Terms and Conditions"). Pricing in Exhibit A is
based on Reseller's annual volume commitment. Pricing may be adjusted based on
Tech Data's review of Reseller's quarterly purchases and returns. Tech Data
reserves the right to, from time to time and at its discretion, change prices or
the basis for calculating them.
Category A or B Product purchases must be prepaid or floorplanned. Reseller may
use Tech Data approved floorplan financing options. Tech Data has the right to
decline credit, require prepayment, and from time to time, without notice,
change or revoke Reseller's credit limit due to changes in Tech Data's credit
policies, or Reseller's financial condition or payment record.
Additional terms contained in Attachment 1.
3. Price Protection and Marketing Programs
Upon Reseller's request, Tech Data will administer price protection and
marketing program funding claims, as a pass through from manufacturers/
publishers, of Reseller.
4. Electronic Ordering and Minimum Orders
At Tech Data's request, Reseller will order Products via Tech Data Online or
other Tech Data specified electronic ordering system. Reseller will consolidate
its orders to a minimum of $5000 per order.
5. Use of Products
All products delivered to Reseller are for resale only and cannot be used for
the internal business purposes of Reseller or any parent company, subsidiary, or
affiliate of Reseller.
6. Returns
a. All returns must have the prior approval of Tech Data;
b. All returns, other than Dead on Arrival (DOA)/Defective, must be in new,
unopened, and resalable boxes;
c. Credits for returns may only be used against future purchases by Reseller;
d. Reseller pays all shipping costs and bears all risks of loss. Returns shall
be shipped FOB Tech Data's returns warehouse;
e. Total credit for all returns in any Tech Data fiscal quarter shall not exceed
5% of total purchase price of all products purchased and paid for by Reseller
during the prior fiscal quarter;
f. Stock Balancing - returns may be made up to 150 days after invoice date for a
credit equal to the lower of the invoice price or Tech Data's current selling
price. Tech Data reserves the right to refuse returns it: (i) restricted by
the manufacturer; or (ii) products are no longer in production or are being
produced or published by a manufacturer that is insolvent or has declared
bankruptcy.
g. DOA/Defective - returns may be made up to 60 days after invoice date for
replacement or credit. Tech Data reserves the right to require returns be
made directly to the product's manufacturer for processing under the
manufacturer's DOA/Defective returns policy.
Additional terms contained in Attachment 1.
7. Confidentiality
Reseller must keep confidential this Agreement, product pricing, Tech Data's
business methods and systems, and any other confidential information provided to
Reseller which has been marked confidential or which Reseller has been advised
is confidential ("confidential information"). Reseller agrees it will not
disclose confidential information to anyone who does not require it to operate
Reseller's business. In the event of a breach or threatened breach of this
section, Tech Data is entitled to seek injunctive relief in order to prevent or
restrain any such breach, in addition to other rights, remedies, and damages.
Any breach of this section is grounds for immediate termination of this
Agreement by Tech Data.
8. Entire Agreement
This Agreement and the Terms and Conditions constitute the entire and exclusive
agreement of the parties and supersedes all prior offers, negotiations,
understandings and agreements. Unless Reseller and Tech Data have executed a
written agreement specifically superseding this Agreement, it is expressly
agreed that no prior or contemporaneous agreement contradicts, modifies,
supplements or explains this Agreement. Any modifications of this Agreement must
be in writing and executed by the parties.
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TECH DATA CORPORATION EMTEC
By: /s/ Shawn Hughes By: /s/ Dick Landon
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Shawn Hughes Dick Landon
Vice President of Sales President, Strategic Relations
Planning & Development
1/23/98 1/28/98
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(Date) (Date)
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