1
KEMET ELECTRONICS CORPORATION
and
JACO ELECTRONICS
DISTRIBUTOR AGREEMENT
2
Effective: 3/01/88
Supersedes: 1/03/83
KEMET ELECTRONICS CORPORATION
DISTRIBUTOR AGREEMENT
THIS AGREEMENT made and entered into as of the 15th day of November,
1974, by and between KEMET ELECTRONICS CORPORATION, a Delaware Corporation,
having its headquarters on I-385 South, Greenville, South Carolina 29606
(hereinafter called "KEMET"), and JACO ELECTRONICS, a New York Corporation,
having offices at 145 Oser Avenue, Hauppauge, New York 11788, (hereinafter
called the "Distributor"):
W I T N E S S E T H:
ARTICLE 1 - DISTRIBUTORSHIP
1.1 KEMET hereby appoints Distributor as a non-exclusive distributor
of KEMET's KEMET Brand Capacitors and other products listed in Exhibit A and
Exhibits C attached hereto (hereinafter called the "Products"). KEMET will have
the right at any time to make additions, deletions, or modifications in the
list of Products set forth in Exhibit A and Exhibits C upon prior written
notice to Distributor.
ARTICLE 2 - QUANTITY
2.1 KEMET will sell and deliver to Distributor and Distributor will
purchase and receive from KEMET for resale, upon the terms and conditions
herein set forth, such quantities of Products as Distributor shall need in its
business.
ARTICLE 3 - PRICE
3.1 The purchase price for the Products will be KEMET's standard
distributor prices in effect on the date of shipment of the Products to
Distributor, except as otherwise provided in Articles 3.2 and 3.3. KEMET will
have the right at any time to increase or decrease the purchase price for the
Products, but not more often than every thirty days.
3
-2-
3.2 In the event that KEMET increases the purchase price for any of
the Products, KEMET will give Distributor thirty (30) days' prior written
notice of such increase. For the Products ordered by Distributor prior to the
effective date of such price increase for delivery within sixty (60) days of
the effective date of such price increase (regardless of when such delivery is
actually made), the purchase price will be KEMET's standard distributor prices
in effect on the date the Distributor's purchase order is accepted by KEMET.
3.3 In sales pursuant to KEMET's "EPIC" computer sales and delivery
program, KEMET may increase the purchase price for the Products effective
immediately by giving written notice thereof to Distributor pursuant to Article
16, and such increase shall apply to the Products purchased after such notice,
irrespective of actual notice to Distributor.
3.4 In the event that KEMET decreases the purchase price for any of
the Products listed in Exhibits C-1, C-2 and C-3 after shipment to Distributor,
Distributor may apply for a credit on the inventory of such Products which
Distributor has on hand on the effective date of such decrease and which are
purchased from KEMET within the twelve (12) month period prior to the effective
date of such decrease. To be entitled to such credit, Distributor must submit
in writing a detailed inventory report of all Products affected by such price
decrease to KEMET's Distributor Sales Manager within twenty-one (21) days after
the effective date of such price decrease. Such credit will be given to
Distributor only after such inventory report has been reviewed and approved by
KEMET.
3.5 In addition to the purchase price, Distributor will pay KEMET the
amount of all taxes, excises, or other governmental charges that KEMET may be
required to pay with respect to the production, sale or transportation of any
Products delivered hereunder, except taxes on or measured by net income, and
except where the law otherwise provides.
4
-3-
3.6 Exhibit E outlines KEMET's pricing and Ship from Stock and
Debit Policy and Procedures. KEMET shall have the right at any time to make
additions, deletions or modifications to such policy and procedures upon prior
written notice to the Distributor.
ARTICLE 4 -- DELIVERY AND PAYMENT
4.1 KEMET will deliver the Products to Distributor FOB point of
shipment. Title to the Products will pass to Distributor at time of delivery.
4.2 KEMET will ship the Products only to those Authorized
Distributor Stocking Locations listed in Exhibit D attached hereto.
4.3 Distributor will furnish to KEMET, at a reasonable time prior
to delivery, purchase orders specifying quantity, type of Product, requested
date of delivery and shipping instructions.
4.4 Distributor will pay KEMET the purchase price for all Products
sold and delivered hereunder within thirty (30) days after the end of the
calendar month containing the date of the invoice rendered therefor; provided,
however, that all invoices dated within the same calendar month during the term
of this Agreement and paid prior to the sixteenth (16th) of the following month
will be subject to a one percent (1%) discount.
ARTICLE 5 -- ACCEPTANCE OF ORDERS
5.1 Distributor will submit all purchase orders hereunder to:
KEMET Electronics Corporation
P. O. Box 5928
Greenville, SC 29606
5.2 All purchase orders submitted by Distributor hereunder are
subject to acceptance by KEMET. KEMET reserves the right to reject any purchase
order submitted by Distributor hereunder even if a previous quotation has been
made. An order is accepted by KEMET when it is shipped or acknowledged.
ARTICLE 6 -- INVENTORY ADJUSTMENT AND RETURNS
6.1 Distributor will maintain an adequate and comprehensive stock
of Products and will permit periodic examination and physical inventory by
KEMET repre-
5
-4-
sentatives. Distributor may return slow-moving or obsolete Products only after
proper written authorization has been obtained from KEMET's Distributor Sales
Manager or his representatives. Credit will be allowed only after KEMET tests
and inspects the returned Products, and no credit will be allowed for Products
KEMET determines to be damaged. The credit, if any, for each Product so
returned will be the actual price paid by Distributor for each Product or
published distributor cost in effect at the time of the return, whichever is
lower. A restocking charge in the form of a fifteen percent (15%) reduction of
the amount of credit that would otherwise be given as aforesaid will apply with
respect to all returns of Products not contained in the unbroken packages in
which they were originally shipped by KEMET. Product returns must be shipped
FOB KEMET's plant at Greenville, South Carolina, or such other place as KEMET
may designate in writing.
6.2 The value of the credit to be allowed by KEMET to Distributor
under Article 6.1 shall not exceed an amount equal to five percent (5%) of the
total net sales previously billed to Distributor during the previous four (4)
calendar quarters less the amount of any previous credit allowed against sales
billed during the same period. Individual items authorized for return shall
have a cost extension of twenty ($20) minimum. Exhibit F outlines KEMET's 5%
Stock Return Procedure. KEMET shall have the right at any time to make
additions, deletions or modifications to such Procedure upon prior written
notice to Distributor.
6.3 When a new standard product is introduced, or a product is
reclassified as standard, KEMET may request Distributor to purchase a
recommended listing of items. Twelve months after the receipt of this
recommended inventory, Distributor may request an inventory return of the
initial recommended items -- separate and distinct from the return described in
Paragraph 6.2 above. At the time of this one-year inventory review, KEMET will
grant any reasonable request for return of non-selling items from the
recommended inventory list, provided the items involved were purchased by
Distributor at the time of the initial product
6
-5-
offering or reclassification and no additional orders were placed for this
product.
6.4 Returns authorized by the Paragraph 6.3 are subject to the
provisions of Paragraph 6.1.
ARTICLE 7 -- REPORTS
7.1 Within fifteen (15) days after the end of each calendar month
during the term of this Agreement, Distributor will deliver two copies of a
monthly sales report with respect to the previous month (containing total sales
by Distributor of each type of Product to each customer for the Products) to
the KEMET plant at Greenville, South Carolina. (This report shall identify each
customer by name, city, state and zip code and shall identify for each customer
each item shipped by quantity, part number, unit price and extension.) In
addition, within fifteen (15) days after the end of each six (6) month period
during the term of this Agreement, Distributor will deliver two (2) copies of
an inventory report with respect to the six (6) month period just ended to the
KEMET plant, address below:
KEMET Electronics Corporation
P. O. Box 5928
Greenville, SC 29606
Attention: National Distributor Sales Manager
ARTICLE 8 -- TRADEMARKS
8.1 Distributor will not incorporate under or otherwise make use of
the name of KEMET or of any of its departments or divisions or subsidiaries, or
make use of any trademark or trade name of KEMET, or of any trademark or trade
name which in the judgment of KEMET is confusingly similar thereto, or make use
of any sales promotion or publicity literature, displays or stationery of
KEMET, without the prior written consent of KEMET. Distributor will not alter
or remove any trademark or trade name applied by KEMET to the Products except
upon prior written authorization of KEMET. Distributor's covenant under this
Article 8 will
7
-6-
survive termination of this Agreement.
ARTICLE 9 -- ADVERTISING, SALES PROMOTION AND LITERATURE
9.1 KEMET, at its own expense, will supply Distributor with general
price lists and specification and application information for use by the
Distributor's sales personnel in such quantities and to such of Distributor's
locations as KEMET shall deem reasonable. KEMET will supply Distributor with
additional quantities of such literature upon terms mutually agreeable to both
parties.
9.2 KEMET will share in Distributor's advertising and sales promotion
activities by contributing up to fifty (50) percent of the cost of any approved
expenditure.
9.3 All of Distributor's advertising and sales promotion plans for
KEMET Products must be submitted in advance for written approval by KEMET. At
such time, an authorized KEMET Co-Op Number will be issued.
9.4 To receive funds to cover KEMET's share of Distributor's
advertising and sales promotion activity, Distributor must invoice KEMET. The
invoice must be submitted with a copy(ies) of the applicable invoice(s) and
other required support documentation showing proof of actual cost incurred by
Distributor.
9.5 All Distributor invoices for Co-Op expenses must reference an
approved KEMET Co-Op Number.
ARTICLE 10 -- WARRANTIES
10.1 KEMET warrants that the Products delivered under this Agreement
will, at the time of delivery, conform to KEMET's applicable standard
specifications for such Product in effect at the time of shipment or such other
specifications as are expressly agreed upon by KEMET and Distributor in
writing, and will be adequately contained, packaged and labeled and conform to
any promises and affirmations of fact made on the container and label. THERE
ARE NO EXPRESS WARRANTIES BY KEMET OTHER THAN THOSE SPECIFIED IN THIS ARTICLE
10.1. NO WARRANTIES BY KEMET (OTHER THAN A WARRANTY OF TITLE AS PROVIDED BY THE
UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE
UNIFORM COMMERCIAL CODE, INCLUDING BUT 8
-7-
NOT LIMITED TO A WARRANTY OF MERCHANTABILITY AND A WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE.
10.2 Distributor's receipt of any Product delivered hereunder will be
an unqualified acceptance of, and a waiver by Distributor of any and all claims
with respect to, such Product unless Distributor gives KEMET written notice of
claim within thirty (30) days after such receipt. NO CLAIM AGAINST KEMET OF ANY
KIND, WHETHER AS TO PRODUCT DELIVERED OR FOR DELAYED DELIVERY OR FOR
NONDELIVERY OF PRODUCT, AND WHETHER OR NOT BASED ON NEGLIGENCE OR WARRANTY
SHALL BE GREATER IN AMOUNT THAT THE PURCHASE PRICE OF THE PRODUCT IN RESPECT OF
WHICH SUCH CLAIM IS MADE. Without limiting the generality of the foregoing,
KEMET will not be liable for any special, indirect or consequential damages
whether or not caused by or resulting from its negligence or breach of the
warranties hereunder.
10.3 Distributor will not return Products for warranty adjustment
without prior written authorization from KEMET's Distributor Sales Manager.
Products, when so returned, will be shipped FOB KEMET's plant at Greenville,
South Carolina or such other place as KEMET may designate in writing. KEMET
will pay return freight where warranty adjustment is made. KEMET will notify
Distributor if any Products returned under this Article 10 are not subject to
warranty adjustment, and will reship them to Distributor, freight collect,
unless instructions are received from Distributor within thirty (30) days after
such notification calling for other disposition at Distributor's expense.
ARTICLE 11 - PARTY RELATIONSHIP
11.1 This Agreement does not create any employer-employee, agency,
joint venture or partnership relationship between KEMET and Distributor.
Distributor is not authorized or empowered to act as agent for KEMET for any
purpose and will not on behalf of KEMET either enter into any contract,
undertaking or agreement of any kind whatever or make any promise, warranty or
representation with respect to the Products other than such as may be published
by KEMET in its advertising and sales promotional material. The status of the
Distributor will be that of an 9
-8-
independent contractor only.
ARTICLE 12 -- FORCE MAJEURE
12.1 Neither party will be liable for its failure to perform hereunder
due to contingencies beyond its reasonable control, including but not limited
to, acts of God, fires, floods, wars, sabotage, accidents, labor disputes or
shortages, governmental laws, ordinances, rules and regulations, whether valid
or invalid (including, but not limited to, priorities, requisitions,
allocations and price adjustment restrictions), inability to obtain material,
electrical power, equipment or transportation, and any other similar or
different contingency. The party whose performance is prevented by any such
contingency will have the right to omit during the period of such contingency
all or any portion of the quantity of the Products deliverable during such
period, whereupon the total quantity of the Products deliverable hereunder
shall be reduced by the quantity so omitted. If due to any such contingency
KEMET is unable to supply the total demands for any Products to be delivered
hereunder, KEMET will have the right to allocate its available supply among its
customers and its departments, divisions and subsidiaries in such manner as
KEMET shall deem to be fair and equitable. In no event will KEMET be obligated
to purchase material from other than its regular sources of supply in order to
enable it to supply Products to Distributor hereunder.
ARTICLE 13 -- DURATION AND TERMINATION
13.1 The term of this Agreement will commence on the date hereof and
will continue in full force and effect until terminated, with or without cause,
by either party giving to the other written notice of termination at least
thirty (30) days prior to the effective date of such termination, unless earlier
terminated as herein provided. The rights and obligations of the parties under
this Agreement will survive for ninety (90) days after termination of this
Agreement with respect to all orders accepted and Products delivered hereunder
prior to the effective date of such termination.
10
-9-
13.2 KEMET may terminate this Agreement at any time upon written notice
to Distributor if (a) Distributor files a petition in bankruptcy, (b)
Distributor makes a general assignment for the benefit of creditors, (c) a
receiver for Distributor is appointed, (d) Distributor becomes insolvent, (e)
any person who at the time of execution of this Agreement was participating
substantially in the operation or ownership of Distributor dies, is
incapacitated, removed, eliminated, resigns or withdraws for any reason from
Distributor or (f) Distributor shall be guilty of a breach of any of the
provisions of this Agreement and such breach has continued for ten (10) days
after written notice of said breach from KEMET. Any termination of this
Agreement pursuant to this Article 13.2 will be in addition to and will not be
exclusive of or prejudicial to any other rights or remedies at law or in equity
which KEMET may have against Distributor.
13.3 In the event of termination of this Agreement by Distributor under
Article 13.1, KEMET will repurchase Distributor's inventory of the Products at
a price as determined below, less fifteen percent (15%) handling charge. In the
event of termination of this Agreement by KEMET under Article 13.2, KEMET will
repurchase Distributor's inventory of Products at a price as determined below,
without application of any handling charge. Such purchase arrangements will
apply only to Products which KEMET determines to be undamaged and in good
condition after testing and inspection. All Products to be repurchased by KEMET
under this Article 13.3 will be shipped by Distributor to KEMET, freight
prepaid, FOB KEMET's plant at Greenville, South Carolina, or such other place
as KEMET may designate in writing. The price to be paid for the Products
returned hereunder will be the actual price paid by Distributor for such
Product or published distributor cost in effect at any time of the return,
whichever is lower. KEMET will not be obligated under this Article 13.3 to
repurchase any Products delivered by KEMET to Distributor more than twelve (12)
months prior to the date of termination nor to repurchase any inventory in the
event of termination of this
11
-10-
Agreement by KEMET under Article 13.2.
ARTICLE 14 - ASSIGNMENT
14.1 Any assignment of this Agreement by either party without the prior
written consent of the other party will be void.
ARTICLE 15 - APPLICABLE LAW
15.1 The validity, interpretation and performance of this Agreement
will be governed by the laws of the State of South Carolina.
ARTICLE 16 - NOTICE
16.1 It will be a sufficient giving of any notice or other
communication hereunder if the party giving the same shall deposit a copy
thereof in the Post Office in a registered or certified envelope, postage
prepaid, properly addressed to the other party at the address hereinabove set
forth or at such other address as the other party shall have heretofore in
writing designated. The date of giving any such notice or other communication
will be the date on which such envelope was deposited as above provided. The
Post Office receipt showing the date of such deposit will be prima facie
evidence of these facts.
ARTICLE 17 - QUALITY
17.1 The quality requirements of KEMET Specification 110304 for
Category A distributors and KEMET Specification 11133 for Category B
distributors, are hereby agreed to and made part of this distributor's
agreement.
17.2 If a distributor is both a Category A and a Category B
distributor, the requirements of both KEMET Specifications 110304 and 11133
shall apply.
17.3 The above mentioned KEMET Specification will be submitted,
reviewed, inspected, monitored, and accepted by KEMET (KEMET) Quality Assurance
in conjunction with the Distributor.
ARTICLE 18 - PROCUREMENT SOURCE
18.1 It is hereby incorporated into the Distributor Agreement that the
Distributor shall buy KEMET Brand Capacitors from KEMET and no other source.
12
-11-
ARTICLE 19 - HEADINGS
19.1 Article headings set forth in this Agreement are inserted only
for convenience and in no way define, limit, or describe the scope or intent of
the terms and conditions set forth herein.
ARTICLE 20 - ENTIRE AGREEMENT
20.1 This Agreement contains all of the representations and agreements
between the parties hereto. No modification of this Agreement or waiver of the
terms and conditions thereof will be binding upon either party unless approved
in writing by an authorized representative of such party, nor will be affected
by the acknowledgement or acceptance of purchase order forms or releases
containing other or different terms or conditions whether or not signed by an
authorized representative of such party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
------------------------------------ ------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. TAYLOR, JR.
------------------------------------ ------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L SALES MGR.
/s/ D. E. MANLY
------------------------------------ ------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L. DIST. SALES MGR.
3/01/88
------------------------------------ ------------------------------------
DATE DATE
13
EFFECTIVE: 3/01/88
SUPERSEDES: 1/03/83
JACO ELECTRONICS
EXHIBIT A
PRODUCTS
Tantalum
T110, T111, T120, T140
T210, T212, T213, T216, T220, T222, T240, T242, T252, T256, T262
T322, T323, T330, T340, T35X, T362, T363, T368, T369, T37X
T411, T421, T491
Ceramics
C052, C056, C062, C065
C114, C124, C192, C202, C222
C315, C317, C318, C320, C321, C322, C323, C324, C325, C326, C327, C328
C330, C331, C333, C335, C336, C340, C346, C350, C356
C410, C412, C420, C430, C440
C512, C522
4th character may be as follows:
C = Commercial KEMET
K = Mil-C-11015D
E,T = Mil-C-39014
G = Mil-C-20
Ceramic Chips
C0805C, C1005C, C1206C, C1210C, C1805C, C1808C, C1812C, C1825C, C2225C
C0805P, C1805P, C1808P, C1812P, C1825P, C2225P
Film
F310, F311, F320, F321, F330, F331
F141, F241, F242, F245, F246, F247, F248, F251, F252
F110, F120, F130
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
------------------------------------ ------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. TAYLOR, JR.
------------------------------------ ------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L SALES MGR.
/s/ D. E. MANLY
------------------------------------ ------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L. DIST. SALES MGR.
3/01/88
------------------------------------ ------------------------------------
DATE DATE
14
EFFECTIVE: 3/01/88
SUPERSEDES: 9/18/87
JACO ELECTRONICS
EXHIBIT C-1
PRIMARY DISTRIBUTOR ITEMS
RECOMMENDED FOR DISTRIBUTOR STOCK.
PRICE PROTECTED AND RETURNABLE UNDER THE 5% STOCK RETURN POLICY.
MINIMUM BILLING PER ORDER AND PER LINE: $100.00
Tantalum
--------
SERIES FAILURE RATE
------ ------------
T110 A
T140 A
T212 L, M, P, R, S
T212 (REV. F) B, C, D
T242 L, M, P, R, S
T242 (REV. F) B, C, D
T252 M, P, R, S
T252 (REV. F) B, C, D
T262 M, P, R, S
T262 (REV. F) B, C, D
T322 A
T35X A
T361 A
T362 A
T368 A
T370* A
T491* A
1. TO INCLUDE ONLY SERIES AND FAILURE RATES LISTED ABOVE.
2. * ONLY THOSE T370 AND T491 ITEMS DESIGNATED "A" AND "C" ON CURRENT PRICE
SHEETS.
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
--------------------------------- ------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. TAYLOR, JR.
--------------------------------- ------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L SALES MGR.
/s/ D.E. MANLY
--------------------------------- ------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L. DIS. SALES MGR.
3/01/88
--------------------------------- ------------------------------------
DATE DATE
15
EFFECTIVE: 3/01/88
SUPERSEDES: 9/18/87
JACO ELECTORNICS
EXBIBIT C-1A
SECONDARY DISTRIBUTOR ITEMS
NOT RECOMMENDED FOR DISTRIBUTOR STOCK.
THESE ITEMS ARE NOT PRICE PROTECTED, ARE NON-RETURNABLE AND NON-CANCELLABLE.
MINIMUM BILLING PER ORDER AND PER LINE: $50.00
Tantalum
--------
SERIES FAILURE RATE
------ ------------
T111 A
T120 A
T210 M, P, R, S
T211 M, P, R, S
T213 L, M, P, R, S
T213 (REV. F) B, C, D
T216 (REV. F) B, C
T220 M, P, R, S
T222 M, P, R, S
T222 (REV. F) B, C, D
T240 M, P, R
T256 (REV. F) B, C
T323 A
T330 A
T340 A
T363 A
T369 A
T37X - (ALL T37X EXCEPT T370) A
-----------
T370 * A
T396 A
T398 A
T411 A
T421 A
T491 * A
1. TO INCLUDE ONLY SERIES AND FAILURE RATES LISTED ABOVE.
----
2. * EXCEPT THOSE T370 AND T491 ITEMS DESIGNATED "A" AND "C" ON
------
CURRENT PRICE SHEETS.
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
------------------------------- ------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. TAYLOR, JR.
------------------------------- ------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L SALES MGR.
/s/ D. E. MANLY
------------------------------- ------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L DIST. SALES MGR.
3/01/88
------------------------------- ------------------------------------
DATE DATE
16
EFFECTIVE: 3/01/88
SUPERSEDES: 9/18/87
JACO ELECTRONICS
----------------
EXHIBIT C-2
-----------
Distributor Price Protection and Stock Rotation Items
MINIMUM BILLING PER ORDER AND PER LINE "A" AND "C" ITEMS: $100.00
MINIMUM BILLING PER ORDER AND PER LINE "Z" ITEMS: $50.00
Ceramic
-------
SERIES CASE SIZE VOLTAGE TOLERANCE FAILURE RATE
------ --------- ------- --------- -------------
C052 C, K, T 50-200 M, K A, M, P, R, S
C062 C, K, T 50-200 M, K A, M, P, R, S
C114 C, K, T 50-200 M, K A, M, P, R, S
C124 C, K, T 50-200 M, K A, M, P, R, S
C192 C, K, T 50-200 M, K A, M, P, R, S
C202 C, K, T 50-200 M, K A, M, P, R, S
C3XX C 50-200 Z, M, K A
C4XX C 50-200 Z, M, K A
Commercial Chips C 50-100 D, J, K, M A
CDR Chips P 50-100 J, K R
1. The above to include ONLY A and C line identified product as described by
the current KEMET Distributor Price Sheets.
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
------------------------------- -------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. TAYLOR, JR.
------------------------------- -------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L. SALES MGR.
/s/ D. E. MANLY
------------------------------- -------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L. DIST. SALES MGR.
3/01/88
------------------------------- -------------------------------------
DATE DATE
17
EFFECTIVE: 3/01/88
SUPERSEDES: 1/03/83
JACO ELECTRONICS
EXHIBIT C-3
PRIMARY DISTRIBUTOR ITEMS
Distributor Price Protection and Stock Rotation Items
MINIMUM BILLING PER ORDER AND PER LINE: $100.00
Film
----
SERIES VOLTAGE TOLERANCE FAILURE RATE
------ ------- --------- ------------
F241 30-200 K, J, G, F M, P, R
1. To include only series, case size and CV ratings as described by the latest
product specification.
2. All other Film Series are SECONDARY DISTRIBUTOR ITEMS. These items are not
price protected, are non-cancellable, non-returnable and are subject to a
$50 per order and per line minimum.
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
---------------------------------- ------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. Taylor, Jr.
---------------------------------- ------------------------------------
JOEL GIRSKY R.A. TAYLOR, JR., NAT'L SALES MGR.
/s/ Dan E. Manly
---------------------------------- ------------------------------------
CHAIRMAN OF THE BOARD D.E. MANLY, NAT'L. DIST. SALES MGR.
3/01/88
---------------------------------- ------------------------------------
DATE DATE
18
EFFECTIVE: 3/01/88
SUPERSEDES: 8/01/85
JACO ELECTRONICS
EXHIBIT D
AUTHORIZED STOCKING LOCATIONS
STREET ADDRESS CITY AND STATE
-------------- --------------
1. 145 Oser Avenue Hauppauge, L.I., NY 11788
2. 1209 Glenville Drive Richardson, TX 75080
3. 222 Ancover Street Wilmington, MA 01887
4. 10270 Old Columbia Road Columbia, MO 21046
DISTEL, INC.
------------
1. 2260 Townsgate Road Westlake Village, CA 91361
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
---------------------------------- ------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. Taylor, Jr.
---------------------------------- -------------------------------------
JOEL GIRSKY R.A. TAYLOR, JR., NAT'L SALES MGR.
CHAIRMAN OF THE BOARD /s/ D E. Manly
---------------------------------- -------------------------------------
TITLE D.E. MANLY, NAT'L. DIST. SALES MGR.
3/01/88
---------------------------------- -------------------------------------
DATE DATE
19
EFFECTIVE: 3/01/88
SUPERSEDES: 6/08/87
Page 1 of 4
JACO ELECTRONICS
EXHIBIT E
POLICY & PROCEDURE
DISTRIBUTOR/COMPETITIVE PRICE AUTHORIZATION
I. POLICY:
It is KEMET ELECTRONICS CORPORATION's policy to allow authorized
distributors to order product and deviate from standard distributor
cost due to a competitive situation.
II. PROCEDURE
1. A Distributor/Competitive Price Authorization (D/CPA) number is
issued by the local KEMET Sales Representative after the Distributor
has booked the order, the customer has given the Distributor a
purchase order and the Distributor has no more than one ship
schedule from his customer.
2. The D/CPA number is valid for three months and must be referenced
on the Distributor's request for purchase.
3. The following information is required before a D/CPA number is
issued.
a) Customer name and location
b) KEMET Part Number(s)
c) Quantity and shipment schedule
d) All available competitive information
e) Approved cost
f) Resale
g) Customer P. O. number
4. A D/CPA applies to a specific customer, the total quantity upon
which the special price was based and for a specific period of
time during which the total quantity must be shipped in no more
than one shipment to the Distributor's customer.
5. Distributor's failure to ship the total quantity to the specified
end customer in the specified time frame will subject the
Distributor to a billback liability (the difference between the
standard distributor cost and the special price multiplied by
the quantity not shipped to the customer).
6. If the Distributor's end customer returns products for which a
special price was granted, the Distributor must notify the local
KEMET Sales Office in writing and promptly issue a credit for the
difference between the standard distributor cost and the special
price multiplied by the number of items returned.
20
EFFECTIVE: 3/01/88
SUPERSEDES: NIL
Page 2 or 4
JACO ELECTRONICS
EXHIBIT E
POLICY & PROCEDURE
SHIP FROM STOCK AND DEBIT
I. POLICY:
It is KEMET ELECTRONICS CORPORATION's policy to allow authorized
distributors to deviate from standard distributor cost due to a
competitive situation and debit KEMET for this price differential upon
the Distributor's shipment to his end customer.
II. PROCEDURE
1. When an authorized KEMET Distributor requires a price lower than his
standard/inventory cost in order to meet a competitive situation and ship
the parts from distributor stock, the Distributor must request such
pricing from the local KEMET Sales Representative.
2. If not in inventory but order has more than one scheduled shipment,
Distributor will order product at standard cost and Ship-from-Stock-
and-Debit will be authorized at time of shipment to the end customer.
However, the Distributor must get approval from the local KEMET Sales
Office.
3. Volume Quantity Pricing:
a) All special pricing quotes are good for thirty (30) days; i.e.,
Distributor must receive the order within thirty (30) days after the
quote was issued or SSD may not be issued to the Distributor for that
specific order.
b) The pricing quote applies to a specific customer, the total quantity
upon which the special price was based and for a specific period of
time (NOT TO EXCEED ONE (1) YEAR) during which the total quantity must
be shipped to the Distributor's customer.
c) Distributor's failure to ship the total quantity to the specified end
customer in the specified time frame will subject the Distributor to a
billback liability (the difference between the standard distributor
cost and the special price multiplied by the quantity not shipped to
the customer).
d) If the Distributor's end customer returns products for which a special
price was granted, the Distributor must so notify the local KEMET
Sales Office in writing and promptly issue a credit for the difference
between the standard distributor cost and the special price multiplied
by the number of items returned.
4. The following information is required prior to issuing an approved
Ship-from-Stock-and-Debit Number:
21
EFFECTIVE: 3/01/88
SUPERSEDES: NIL
Page 3 of 4
a) Customer name and location
b) KEMET or Military Part Number(s)
c) Quantity and shipment schedule
d) All available competitive information
e) Standard cost
f) Approved cost
g) Resale
h) Customer P. O. number
i) P. O. number against which parts were shipped. (Not required if
product is to be ordered. Product will be ordered at book price.)
5. Ship and debit memoranda for specially priced shipments should be submitted
once a month to:
KEMET ELECTRONICS CORPORATION
P.O. BOX 5928
GREENVILLE, SC 29606
ATTENTION: ADMINISTRATIVE MARKETING MANAGER
6. Each debit memo issued by the Distributor must include the following:
a) KEMET Ship-from-Stock-and-Debit Number
b) Customer name and address
c) Customer Purchase Order Number
d) Invoice Number
e) Date of shipment
f) KEMET or military part number
g) Quantity ordered
h) Quantity shipped
i) Resale
j) Standard cost (purchased cost)
k) Approved special cost
l) Difference in dollars between standard (purchased cost) and approved
special cost.
7. Upon receipt of Distributor debit memo, KEMET Customer Service will match
the KEMET special price authorization form with the Distributor debit memo
and if all is in order; will issue credit in accordance with KEMET
ELECTRONICS' accounting procedures. If the Distributor debit memo and
KEMET special price authorization form do not agree, KEMET will bill back
the Distributor for any price differences in accordance with KEMET
ELECTRONICS' accounting procedures.
8. Under this policy, KEMET considers every special price request on an
individual basis with no consideration for previous special price quotes.
22
EFFECTIVE: 3/01/88
SUPERSEDES: NIL
Page 4 of 4
9. The minimum debit for an SSD Number is $25.
10. KEMET reserves the right to audit the Distributor's records pertaining to
all such aforementioned debits.
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
---------------------------------- -------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. Taylor Jr.
---------------------------------- -------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L SALES MGR.
/s/ D. E. Manly
---------------------------------- -------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L DIST. SALES MGR.
3/01/88
---------------------------------- -------------------------------------
DATE DATE 23
EFFECTIVE: 3/01/88
SUPERSEDES: NIL
Page 1 of 2
JACO ELECTRONICS
EXHIBIT F
POLICY & PROCEDURE
INVENTORY ADJUSTMENT AND RETURNS
I. POLICY:
It is KEMET ELECTRONICS CORPORATION's policy to allow authorized
distributors to return slow-moving or obsolete products so that the Distributor
can maintain an adequate and comprehensive stock of primary products. The
Products that are returnable are listed on Exhibits C-1, C-2 and C-3.
II. PROCEDURE:
1. An authorized KEMET Distributor may return slow-moving or obsolete
products ONLY after proper written authorization has been obtained from
KEMET's Distributor Sales Manager or his representatives.
2. Credit will be allowed ONLY after KEMET inspects and tests the returned
products. No credit will be allowed for products KEMET determines to be
damaged. Distributor debit is not to be taken prior to credit being
approved.
3. The credit, if any, for each product returned will be the actual price
paid by Distributor for such product or the distributor cost in effect
at the time of the return, whichever is lower.
4. A restocking charge at the rate of fifteen (15) percent will be imposed
with respect to all returns not contained in the packages in which the
product was originally shipped by KEMET.
5. The value of the credit to be allowed by KEMET shall not exceed an
amount equal to five (5) percent of the total net sales previously
billed to the Distributor during the previous four (4) calendar
quarters, less the amount of any credits allowed against sales billed
during this same period.
6. Product returns must be shipped FOB KEMET's plant in Greenville, South
Carolina, or such other place as KEMET may designate in writing.
7. Minimum value of individual items authorized for return shall have a
cost extension of twenty dollars ($20).
24
EFFECTIVE: 3/01/88
SUPERSEDES: NIL
Page 2 of 2
8. Under this policy, returns may be made as shown below ONLY:
1st Quarter - April, May, June
Golden Max Ceramics - C3XX
Molded Axial and Radial Tantalums - T322, T370
Tantalum Chips - T491
2nd Quarter - July, August, September
Hermetically Sealed Tantalums - T1XX, M39003 (T2XX)
Molded Axial and Radial Ceramics - C1XX, M39014 (C052, C062)
Ceramic Chips - C0805, C1206, C1210
3rd Quarter - October, November, December
Dipped Radial Tantalums - T35X, T36X
Conformal Axial Ceramics - C4XX
Films - M83421 (F241)
4th Quarter - January, February, March
NO RETURNS
JACO ELECTRONICS KEMET ELECTRONICS CORPORATION
---------------------------------- -------------------------------------
DISTRIBUTOR SELLER
/s/ R. A. TAYLOR, JR.
---------------------------------- -------------------------------------
JOEL GIRSKY R. A. TAYLOR, JR., NAT'L SALES MGR.
/s/ D. E. MANLY
---------------------------------- -------------------------------------
CHAIRMAN OF THE BOARD D. E. MANLY, NAT'L DIST. SALES MGR.
3/01/88
---------------------------------- -------------------------------------
DATE DATE