EXHIBIT 10.43
SUPPLY AGREEMENT
BETWEEN
AMANA COMPANY, L.P.
AND
RAYTHEON COMMERCIAL LAUNDRY LLC
DATED AS OF
September 10, 1997
SUPPLY AGREEMENT
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As of the 10th day of September, 1997, Amana Company, L.P., a Delaware
limited partnership with offices at 1501 Seamist Drive, Houston TX 77008
(hereinafter referred to as "Buyer") and Raytheon Commercial Laundry LLC, a
Delaware limited liability company, with its principal office at Shepard Street,
Ripon, Wisconsin 54971 (hereinafter referred to as "Seller"), in consideration
of the mutual covenants contained herein and such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:
Section 1. SALE AND PURCHASE.
Seller will manufacture and sell to Buyer, and Buyer will purchase from
Seller, the washing machines and dryer component parts described by model and
component part number in Exhibit A, attached hereto and made a part hereof, and
subsequent models for which the appearance, design and performance
specifications, packing and labeling specifications and unit prices have been
agreed to in writing by the parties hereunder, and all component parts and
replacement parts thereof (all such washing machines, component parts and
replacement parts, collectively, the "Products"). Seller's obligations hereunder
are limited to the Products.
Section 2. TERM OF AGREEMENT
(a) This Agreement shall be in effect from the date hereof (the
"Effective Date") until the date two (2) years after the Effective Date
(the "Initial Term"); provided, however, that unless either party shall
notify the other not later than the date twelve (12) months prior to the
expiration of the Initial Term, this Agreement shall be deemed renewed
for a period of one (1) year following its termination date.
(b) In the event of non-renewal at Buyer's request, Buyer agrees to
provide Seller with a final production order at least sixteen (16) weeks
prior to the termination of this Agreement which shall set forth total
quantities of Product by model number to be purchased by Buyer per week
for each of the final twelve (12) weeks of this Agreement.
(c) For purposes of this Agreement, the term "Final Termination Date"
shall mean the last date for which this Agreement is effective,
including all renewals or other extensions.
Section 3. PURCHASE PRICE
(a) The unit prices of the Products shall be the prices set forth
opposite the model number on Exhibit A attached hereto. ** OMITTED
PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(b) If the Buyer chooses to renew this Agreement in accordance with
Section 2(a), ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
Seller will deliver a list of
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** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
revised prices (the "Revised Prices") to Buyer at least ninety (90) days prior
to commencement of the contract extension.
Section 4. PRICE INCREASES.
(a) Cost Increases. ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST. **
(b) PPI Increases. Prices for Products will be adjusted during the
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term of this Agreement as follows:
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
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** OMITTED PURSUANT TO CONFIDENTIAL REQUEST. **
Section 5. PURCHASE LIMITS
(a) Buyer shall purchase from Seller a minimum of ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. ** units of washing machines and a
maximum of ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
units of washing machines, which amount may be increased by mutual
consent of the parties, per each twelve month (12) period beginning on
the Effective Date; provided that in any month, Buyer shall purchase no
less than ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
units and no more than ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT
REQUEST. ** units.
(b) In the event that Buyer fails to purchase sufficient units of
Product to satisfy the minimum requirements for any twelve (12) month
period as provided in subsection (a), Buyer shall pay to Seller, as
liquidated damages, an amount equal to ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. ** less the number of units actually
purchased in such twelve (12) month period times ** OMMITTED PURSUANT TO
CONFIDENTIAL REQUEST. **
(c) With respect to Component Parts and Replacement Parts, Buyer shall
not be obligated to procure any minimum quantities. However, in the
event Buyer decides to discontinue procurement of any Component Parts,
Buyer shall notify Seller at least ninety (90) days prior to
discontinuance.
Section 6. PURCHASE PROCEDURES
(a) Beginning on the Effective Date and each week thereafter, Buyer
shall provide Seller with (i) a production order (a "Production Order")
setting forth total quantities of Product by model number to be
purchased by Buyer per week for each of the next ensuing four (4)
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weeks and (ii) forecasts of Seller's projected weekly Product orders, by
quantity and model number, during the eight (8) week period following
the next ensuing four (4) weeks (the "Forecasts"). Production Orders
shall be firm and shall be timely filled by Seller. Forecasts shall not
constitute purchase orders and shall not be binding on Buyer, except to
the extent set forth herein.
(b) The aggregate number of units ordered in a Production Order may only
be adjusted upward or downward from the aggregate number of units
projected in the Forecast for the same period by a percentage which is
less than or equal to the percentage figures set forth in the following
schedule:
(i) If the relevant Forecast was given 4 weeks prior to the
applicable four-week Production Order period, plus or equal to 5%.
(ii) If the relevant Forecast was given 8 weeks prior to the
applicable four-week Production Order period, plus or equal to 10%.
(c) Buyer may change the mix of models for the Forecast periods each
week.
(d) Should Buyer desire to make upward quantity changes in a Production
Order in excess of the amounts allowed in subsection (b), Buyer may
notify Seller in writing, and Seller will attempt to manufacture and
deliver the requested incremental quantities and supply response within
10 days.
(e) By the last of the ninth month of any twelve (12) month period,
Buyer shall provide Seller with a production forecast for the
anticipated annual quantities to be purchased during the next twelve
(12) month period.
Section 7. SHIPMENT
(a) Shipment information and production schedules will be electronically
communicated, telephoned, or faxed to:
Buyer
1501 Seamist
Houston, TX
Phone: 713-861-2500
Fax: 713-861-2176
(b) Within twenty-four (24) hours of shipment, Seller will communicate
to Buyer a shipment notification (the "Shipment Notification"),
referencing Buyer's Production Order and citing any deviations
therefrom. Seller shall issue shipping documents and invoices billing
Buyer for Products promptly upon delivery of such Products to Buyer.
Payment in full shall be due within thirty (30) days from the date of
Seller's invoice. All invoices shall be accompanied by a signed copy of
the outbound bill of lading setting forth the relevant consignee,
production codes and quantities of each code shipped.
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Section 8. DELIVERY, TITLE AND RISK OF LOSS
(a) Subject to the provisions of this Agreement, Products shall be
delivered to Buyer in accordance with instructions of Buyer submitted to
Seller from time to time. Products will be in truckload quantities, **
OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(b) Title and risk of loss, destruction or damage to the Products shall
pass to Buyer upon delivery of the products to Buyer, or the carrier
designated by Buyer, at Seller's facility.
Section 9. DELAYS IN DELIVERY
(a) Time is of the essence for all deliveries pursuant to this
Agreement. If a tender of conforming Products is not made within five
(5) business days of the shipping date specified, Seller shall be in
breach of this Agreement and Seller shall have no right to make a later
conforming tender. Buyer will not be obligated to accept any tender
which does not fully comply with these provisions.
(b) If Seller does not comply with Buyer's requirements herein, Buyer
may, in addition to any other remedies which Buyer may have under the
Uniform Commercial Code or this Agreement, require reimbursement from
Seller for any reasonable concessions made to Buyer's customers as a
result of the unavailability of the Products so ordered as so scheduled,
including, but not limited to, the purchase price of replacement
products ordered or, if a replacement product is unavailable, the
reasonable cost of compensation, labor, overhead, travel time and
materials required to supply such replacements. Seller shall promptly
notify Buyer in writing of any anticipated delay, the nature and cause
of the delay, and the expected duration.
(c) Goods shipped more than five (5) days in advance of Buyer's
requirements schedule may be returned to Seller at Seller's expense.
(d) Neither party shall be liable for any failure, inability or delay in
performing its obligations hereunder if such failure, inability or delay
is due to an act of God, war, explosion or sabotage, accident, casualty,
Government law, Order or Regulation. Due diligence and every reasonable
effort shall be used by each party in curing such cause and in resuming
performance, such as substitution of material sources or utilization of
overtime or additional workers. With respect to any Production Order, in
the event the delay persists, or if it reasonably appears to Buyer that
the delay will persist, for more than sixty (60) days, Buyer may cancel
such Production Order without penalty. In the event that delay or
inability to perform arises from interruption of supply or scarcity of
raw materials or parts used by Seller in manufacturing Products, Seller
shall use all commercially reasonable efforts to give Buyer's orders
priority over all other orders in any allocation of such raw materials
or parts, or production scheduling; provided, however, that delay as a
result of interruption of supplies or scarcity of materials or parts
shall not excuse Seller's performance unless due to one of the causes
noted above.
Section 10. DESIGN; PRODUCT CHANGES
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(a) Products manufactured by Seller for Buyer under this Agreement shall
be of Seller's design and manufacture, except for those changes
specified elsewhere herein, shall conform in quality and safety to
comparable Seller models, and shall be inspected at Seller's factory in
accordance with Seller's standard factory test procedures.
(b) At least nine (9) months (or such lesser period as the parties may
otherwise agree) prior to the proposed introduction of any new model of
washing machines, any proposed change in the design of any existing
Product, or the proposed discontinuance of any existing Product (each, a
"Product Change"), Seller shall provide Buyer with notice of such
proposed Product Change. Within sixty (60) days thereafter, Buyer shall
advise Seller of its approval or disapproval of such proposed Product
Change. Thereafter, the parties shall mutually agree on the type, number
and design of models of Products which shall be acceptable to the
parties. No discontinuance or changes in the type, number or design of
models of Products, as agreed upon, shall be made Seller unless
authorized and confirmed in writing by Buyer.
(c) Samples for test purposes will be supplied to Buyer by Seller for
each new model planned for purchase by Buyer in an amount to be mutually
agreed upon by the parties. Such samples will generally lack U.L. and
other code board approvals and are not merchantable by Buyer. Cost of
production and all transfer costs, including air freight and insurance,
for these samples shall be for the account of Buyer. Samples shall
otherwise be delivered in accordance with the same terms as govern the
delivery of Products.
(d) Buyer's prior acceptance of any prototype shall not prejudice
Buyer's right to reject said samples produced as a result of such
prototype, and Buyer shall be under no obligation to purchase Products
resulting from the acceptance of such prototypes if Buyer subsequently
rejects said samples.
(e) For new models, Seller shall prepare and supply to Buyer product
information for each model. This will include operating instructions,
care and maintenance, special safety warnings and installation
instructions. Buyer will then develop the artwork and send it to Seller
for technical review. After approval, Buyer will send negatives or disks
to Seller for the owner's manual installation instruction book (one
book). The artwork will be delivered within twenty-eight (28) days from
receipt of final changes to Seller, and Seller will print the manuals
for use in production. Within fourteen (14) days of Initial production,
Seller will deliver to Buyer ten (10) copies of the printed manual for
Buyer-required archiving.
Section 11. NEW PROPOSALS
(a) Buyer or Seller (the "Proposing Party") may, at any time, propose in
writing to the other party (the "Responding Party") additional changes
to the design, appearance, manufacture, materials, or other aspects of
production of any Product (each a "Proposal"), which proposal shall
provide a brief description of the reasons for such Proposal and the
expected benefits, including cost savings, to result from implementation
of such Proposal.
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Upon receipt, the Seller will make all reasonable efforts to evaluate
the Proposal and to provide the Buyer with an estimate of the
approximate amount of the addition to or reduction in the aggregate cost
of production of such Product as a result of such Proposal. Buyer and
Seller will then mutually agree to accept or reject such Proposal.
(b) Upon acceptance of any Proposal, the Seller shall follow the
procedures outlined in Section 10(c) with respect to production of
samples.
(c) The price of any Product after implementation shall be adjusted as
follows:
** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
Section 12. TOOLING, UNIQUE MATER1ALS OR EQUIPMENT
If design changes implemented pursuant to Sections 10 or 11 require
specific tooling, equipment or material different from that required for
Seller's manufacture of Products for Buyer and different from that
required for manufacture of Products for sale by Seller itself or by
Seller to other customers, Seller agrees to develop tooling as required
by Buyer to achieve appropriate Product differentiation. The parties
will agree on an equitable cost for such changes. Buyer reserves the
right to review all tooling, equipment or material and associated
documentation at any time and reserves the right to first piece article
approval as may be specified by Buyer.
Section 13. QUALITY CONTROL PLANS AND GOALS
(a) At Buyer's request, Seller shall submit its documented quality
plans (each, a "Quality Plan") for Products to Buyer for review. If
Buyer reasonably determines that any Quality Plan is not adequate to
assure that the Products will meet the quality levels specified under
Section 17 hereof ("Warranty: Epidemic Failures") or Buyer's desired
level of quality (which such desired level of quality shall be
commercially reasonable), the parties agree to discuss and resolve those
elements of the Quality Plan which Buyer has determined are not
adequate.
(b) At such time as the parties shall agree, and at least twice per
year, Seller and Buyer shall review and discuss Seller's written plans
and proposals regarding the improvement
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of the Products' quality and the likely effect of such plans and
proposals. Seller shall use reasonable best efforts to improve product
quality such that Buyer experiences not less than five percent (5%) per
year reduction in service call rates due to product quality.
Section 14. TRADEMARKS
(a) The Products shall, except as otherwise provided below, bear only
the "Amana" trade names and/or trademarks. Any rights which may accrue
from the use of any such trademarks or trade names on such Products
shall inure to the sole benefit of Buyer. At Buyer's request, the
Products may also bear the "Speed Queen" trade names and/or trademarks,
in which case all such rights shall continue to inure to the sole
benefit of Seller.
(b) Buyer shall defend any suit or proceeding and hold Seller harmless
against any and all claims, demands, costs or losses arising from any
suit or proceeding brought against Seller based on a claim of trademark
infringement by reason of Seller's proper and authorized use of any such
"Amana" trademarks or trade names of any of the Products hereunder, and
shall pay all damages and costs awarded therein; provided Seller, upon
receiving notice thereof promptly notifies Buyer of such claim or the
commencement of any such suit, action, proceeding or objection or
threats thereof, and affords Buyer the opportunity, in its sole
discretion, to determine the manner in which such claim, suit, action,
proceeding or objection shall be handled or otherwise disposed of.
Seller shall give Buyer the reasonable cooperation Buyer requests in
connection with the defense of any such suit, action, proceeding or
objection, provided that Buyer reimburses Seller for all reasonable and
direct costs and expenses incurred by Seller in connection therewith.
(c) Notwithstanding the foregoing, Seller may be represented in any
such suit at its own expense and by its own counsel; provided, however,
that Seller shall not consent to any judgment or decree in any such suit
or pay or agree to pay any sum of money or agree to do any other act in
compromise of any clams of a third party except upon the prior written
consent of Buyer, which consent shall not be unreasonably delayed or
withheld.
(d) It is understood and agreed that the names and trademarks of each of
the parties hereto shall remain such party's sole and exclusive
property, and neither Seller nor Buyer nor the divisions, subsidiaries,
or affiliates thereof shall use or authorize the use of trade names or
trademarks on Products covered by this contract which are so similar to
the names or trademarks of the other party as to be likely to cause
confusion of origin or otherwise deceive the public. Upon termination or
expiration of this Agreement, each party will, upon the request of the
other, execute such documents respecting the other's trademarks as might
be necessary or desirable to fully restore to the respective parties
hereto any and all rights which might inadvertently have been lost or
jeopardized as a result of operations under this Agreement.
(e) Seller shall defend any suit or proceeding and hold Buyer harmless
against any and all claims, demands, costs or losses arising from any
suit or proceeding brought against Buyer based on a claim of trademark
infringement by reason of Buyer's proper and
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authorized use of any such "Speed Queen" trademarks or trade names of
any of the Products hereunder, and shall pay all damages and costs
awarded therein; provided Buyer, upon receiving notice thereof promptly
notifies Seller of such claim or the commencement of any such suit,
action, proceeding or objection or threats thereof, and affords Seller
the opportunity, in its sole discretion, to determine the manner in
which such claim, suit, action, proceeding or objection shall be handled
or otherwise disposed of. Buyer shall give Seller the reasonable
cooperation Seller requests in connection with the defense of any such
suit, action, proceeding or objection, provided that Seller reimburses
Buyer for all reasonable and direct costs and expenses incurred by Buyer
in connection therewith. Notwithstanding the foregoing, Buyer may be
represented in any such suit at its own expense and by its own counsel;
provided, however, that Buyer shall not consent to any judgment or
decree in any such suit or pay or agree to pay any sum of money or agree
to do any other act in compromise of any such claims of a third party
except upon the prior written consent of Seller, which consent shall not
be unreasonably delayed or withheld.
(f) Anything to the contrary notwithstanding, in the event any statute,
law, rule or regulation of any of the states or other jurisdictions in
which the Products are sold requires that the name of the manufacturer
of Products be indicated or manifested thereon, such identification as
is necessary to comply with such statute, law, rule or regulation may be
placed on the Products.
(g) Seller agrees not to use any of Buyer's trademarks or trade names on
or in connection with the Products except as permitted under this
Agreement, and not to sell or dispose of any Products bearing any of
Buyer's trademarks or trade names to any one other than Buyer, unless
expressly authorized in writing by Buyer.
(h) Nothing in this Agreement shall derogate from the Speed Queen
License Agreement.
Section 15. PATENTS
(a) Seller hereby represents that, to the best of its knowledge, there
are no third party patent, trade secret, or copyright rights which would
be infringed by the manufacture, use or sale of the Products to be
supplied hereunder.
(b) Seller will defend any suit proceeding brought against Buyer or its
customers, based on a claim that the manufacture, use or sale of any
Products purchased by Buyer from Seller hereunder constitutes an
infringement of any patent or copyright of any country or any trade
secret and shall pay all damages and costs awarded thereon against Buyer
or Buyer's customers; provided that Seller is notified in writing of
such claim and is furnished with the authority, information and
assistance (at Seller's expense) reasonably required by Seller for the
defense of same. If, as a result of any such suit or proceeding, the use
or sale of any Products purchased by Buyer from Seller hereunder is
enjoined, Seller shall, at its own expense and option, (i) procure the
right for Buyer and Buyer's customers to use and sell such products,
(ii) replace the same with interchangeable Products which have
substantially the same quality and performance but which are non-
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infringing, (iii) modify any infringing products so they become non-
infringing, or (iv) authorize Buyer to return said enjoined Products and
refund to Buyer the full purchase price and any direct costs of Buyer
associated with such return.
(c) Seller shall have no liability to Buyer and Buyer's customers as a
result of, and Buyer shall defend and hold Seller harmless against, any
such claims of infringement insofar as any such claim is found to arise
from the inclusion in Products purchased by the Buyer from Seller
hereunder of designs provided by Buyer and incorporated in the Products.
(d) Nothing in this Agreement shall constitute or be construed as a
grant by one party to the other party of any right or license under any
patent (including any design patent or utility models) or any other
proprietary right or interest in any designs, design data or "know-how"
suggestions, ideas or any other technical information (hereinafter
collectively called "Technical Information") disclosed by one party to
the other hereunder, and the disclosing party shall have the right,
free of any claim for compensation by the receiving party based on such
disclosure, whether or not such rights are subject to registration as
identical property rights, to patent, register, use, license, assign and
alienate, in any manner whatsoever as the disclosing party sees fit, any
Technical Information disclosed hereunder.
(e) The provisions of this Section 15 shall survive any termination of
this Agreement.
Section 16. CONFIDENTIAL INFORMATION
(a) The parties understand and agree that information concerning any of
the price and quantity terms or any information concerning the design,
manufacture or the delivery of Products, whether such information is
contained in this Agreement (including Exhibit A attached hereto) or any
Production Order, Forecast or other communication between the parties
pursuant hereto, is confidential to each of them and shall, except as
may otherwise be required by law or as may be permitted hereunder, be
disclosed to third parties, whether in writing or orally, only upon the
specific prior written consent of the other party; provided, however,
that any of such terms which have previously been disclosed for any of
the foregoing reasons shall no longer be treated as confidential by
either party.
(b) The parties agree that during the effectiveness of this Agreement,
each party may disclose Technical Information or other information,
suggestions, or ideas relating to the Products, or to parts thereof, or
to designs or methods of manufacture, tests, or use thereof, to the
other party to be used in the manufacture of Product. Each party agrees
that the receiving party shall not, at any time during this Agreement or
thereafter disclose or release such information to third parties,
without the prior written authorization of the disclosing party. With
respect to the receiving party, the disclosing party's rights in
connection with such information shall be limited to such patent rights
as it has or may hereafter obtain; provided that the receiving party
shall be granted a non-exclusive royalty-free license to any patented
information.
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(c) Except as may be specifically required in order to source component
parts, equipment or tools for production of Product, Seller shall not
disclose Buyer as the purchaser of the Products nor advertise same in
any release. Seller shall be liable to Buyer for commercial damages
resulting from any non-permitted disclosure of such information.
(d) The execution of this Agreement or any action taken hereunder by
Buyer shall not constitute, nor in any way be construed as, an
acknowledgment or admission by Buyer of the validity or scope of any
Technical Information which may be supplied by Seller to Buyer during
the term of this Agreement.
Section 17. WARRANTY: EPIDEMIC FAILURE
(a) Buyer shall be responsible for the administration and all costs
associated with Warranty; provided that Seller shall reimburse Buyer for
the excess costs of Epidemic Failure.
(b) An "Epidemic Failure" shall be considered to have occurred when, as
a result of defects in design or manufacture, at any time within one (1)
year from the date of sale of any Product to the ultimate thereof:
(i) any single component of a Product shall fail in more than
five percent (5%) of the units of a model of Products; or
(ii) total failures for all causes exceed fifteen percent (15%).
(c) An Epidemic Failure shall be measured by comparing the number of
service calls, occurring within one (1) year from the date of sale to
the ultimate user, which require service, repair or replacement of any
single component or which result in a determination that a unit has
failed from a single cause, as a percentage of the total number of units
of the specified model sold during the preceding twelve (12) months.
(d) "Buyer's Appliance Quality Performance Reports" shall be deemed to
be the basis for determination by Buyer of the fault call rate
experience of a particular model of the Products and Buyer's standard
procedures shall be employed in calculation of such rates. In
calculating the fault call rate, Buyer may include any Product in which
it has replaced or repaired parts or components because of a defect
therein, whether or not the Product totally or partially failed in
operation. Seller shall have the right to review and to audit, at any
time and upon reasonable notice, the Buyer's warranty administration
system and claims documentation.
(e) Buyer shall advise Seller of any potential claim for excessive
functional failures, as soon as practicable after such potential claim
becomes known. Reimbursement under this Agreement shall be made by
Seller not later than three (3) months after the submission of claim by
Buyer. Pursuant to a claim by Buyer, if Seller desires, Buyer's Quality
Performance Reports may be subject to review and audit by Seller or a
mutually acceptable independent third party at the expense of Seller.
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(f) Notwithstanding any other provision of this Agreement, Seller
warrants that the Products and parts sold to Buyer by Seller under this
Agreement shall be of merchantable quality and shall be fit for the use
for which they were intended.
(g) The provisions of this Section 17 shall survive any termination of
this Agreement.
Section 18. REPLACEMENT PARTS
(a) Except as provided in subsection (e), Seller shall accept and fill
orders for replacement parts or workable substitutions for Products
manufactured under the terms of this Agreement for a period of not less
than seven (7) years from the date of last manufacture of each such
Product as to appearance parts, and for a period of not less than ten
(10) years from the date of last manufacture as to functional parts.
(b) General replacement parts currently in production shall be available
for delivery within a reasonable time, but in any event within a period
of forty-five (45) days after receipt by Seller of any order therefor
from Buyer. Replacement parts not currently in production shall be
available for delivery within a period of sixty (60) days after receipt
by Seller of any order therefor from Buyer.
(c) All replacement parts sold to Buyer for Products for the Initial
Term of the Agreement will be invoiced ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. **
(d) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will
be packaged individually and marked according to Buyer's packing
instructions. Seller is responsible for proper identification of country
of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts
directly with Seller's suppliers unless Seller owns the tools or
equipment which the supplier would utilize for the manufacture of such
parts. Seller shall include sufficient information on all purchased
parts to enable Buyer to purchase the part from the original supplier,
including the original supplier's name, catalog number, and a complete
electrical or functional description, if applicable, and available to
Seller.
(f) When a particular model that Buyer purchases from Seller is
discontinued, or when running changes are made to a current model,
certain parts may become obsolete to Seller's production line. For
example, this may occur when model changes require alteration of
tools, dies, jigs or fixtures with the result that some parts can no
longer be produced for replacement purposes.
(i) In such cases, Seller will advise Buyer of those parts used
only on Buyer Product and give Buyer an opportunity to purchase
a "Lifetime Supply."
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(ii) It will be Buyer's responsibility to advise Seller within
sixty (60) days of such notice of the number of
replacement parts required by Buyer for the future; and
Seller will manufacture or acquire the parts and Buyer
will purchase the number of parts required for its
lifetime stock.
(iii) The balance of obsolete parts not purchased may be
disposed of at Seller's discretion and future orders will
be on a "per quote - if available" basis.
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all
parts which Buyer desires to order. The drawings shall include
main assemblies, subassemblies, and detail drawings together
with a list of related parts (bill of materials). Materials,
finishes, dimensions, tolerances, and any other special
manufacturing specifications shall be clearly indicated. Seller
shall not substitute one part for another without prior Buyer
approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare
and deliver to Buyer Product Service exploded camera ready art,
positives and/or negatives, replacement parts list, including
exploded view of the Product and parts prices and two sets of
blueprints of Product. This material shall be delivered to Buyer
ninety (90) days prior to initial production of the finished
Product. For replacement parts, Seller shall furnish Buyer with
a reproducible current replacement parts list as product
changes; and
(iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and
evaluation before final acceptance by Buyer and will be warranted as
follows:
(i) All functional parts, components, and assemblies are
guaranteed against any defects in design, material, or
workmanship for twelve (12) months from the date of shipment;
all non-functional parts, components, and assemblies
are guaranteed against any defects in design, material, or
workmanship for ninety (90) days from the date of shipment.
(ii) If any parts offered by Seller are defective in material or
workmanship, or do not conform to Seller's warranty, Buyer shall
have the option of:
(A) Returning all such rejected parts to Seller at
Seller's expense for full refund in U.S. dollars of
the purchase price and all additional charges
incurred by Buyer; or
-13-
(B) Repairing or replacing the defective parts or non-
conformity. In such event, Seller shall bear all charges
incurred by Buyer including all costs of replacement
material and rework labor charges.
(iii) Seller shall be notified promptly of any and all rejects
and may examine and evaluate such defects within fifteen (15)
working days after receipt of notice. All rejects shall be held
at Seller's risk and expense, including all transportation, and
handling costs until returned to or corrected by Seller. Payment
for parts shall not constitute acceptance. Acceptance by Buyer
shall not relieve Seller of its warranty or any other
obligations under this Agreement.
(i) In the event of a fire, flood or other event which prevents Seller
from furnishing Buyer required proprietary parts, Seller shall permit
Buyer to have manufactured all proprietary parts or assemblies which
Buyer requires for as long as the Seller is not in a position to supply
them. In the event Seller is sold to or otherwise acquired by another
company, Seller shall require the acquiring company to assume all
obligations of Seller's company to supply replacement parts to Buyer.
Section 19. SERVICE AND SERVICE TRAINING MATERIALS.
Seller shall prepare and deliver to Buyer basic information on new
models or update basic information on revised models thirty (30) days
prior to initial production of finished Product. Service training
material shall include all necessary props or complete Products required
to effectively train field service personnel. ** OMITTED PURSUANT TO
CONFIDENTIAL TREATMENT REQUEST. **
Section 20. PRODUCT CERTIFICATION AND COMPLIANCE WITH LAW
(a) Seller shall be responsible for and shall take all necessary steps
to ensure that the Products comply with all applicable laws, rules and
regulations, including all laws, rules and regulations applicable in the
country to which Seller states that the Products are currently certified
for sale.
(b) In the event Buyer makes a request to Seller and provides Seller
with the applicable federal, state or local government specifications
and requirements, or in the event any governmental agency makes such
request or otherwise so requires, Seller shall determine and advise
Buyer in writing whether the Products covered in this Agreement conform
to the government specifications and standards applicable thereto;
provided that Seller is obligated to provide such information only with
respect to Products of which the expected annual purchase hereunder
exceeds the level sufficient to cause investigation by applicable
governmental authorities.
(c) Seller shall reimburse Buyer for any reasonable loss, expense, or
damages (including but not limited to attorney fees, overhead, and court
costs) which Buyer incurs as a result of its reliance upon information
provided by Seller with respect to such specifications, or
-14-
upon any determination or written advice respecting such specifications
given by Seller to Buyer, which prove to be untrue, incomplete or
otherwise misleading.
(d) The review or approval by Buyer of any designs, engineering
drawings, quality control procedures, testing of any Seller processes or
equipment by Buyer, or any other aspect of the design and manufacture of
Products hereunder shall in no way relieve Seller of the responsibility
for producing Products which are of good workmanship and performance
and of merchantable quality and fit for the purpose intended.
Section 21. HAZARDOUS CONDITIONS; PRODUCT RECALL
(a) In the event that Seller or Buyer learns of any issue relating to a
potential safety hazard or unsafe condition in the Products covered by
this Agreement or is advised of such by competent authorities of any
Government having jurisdiction over such Products, it will immediately
advise the other party by the most expeditious means of communication.
The parties shall cooperate in correcting any such condition that is
found to exist, but Seller shall remain responsible therefor and agrees
to reimburse, indemnify and hold Buyer harmless against all costs,
expenses, suits, claims, damages, including but not limited to attorney
fees, overhead, court costs and any other remedies which Buyer may have
under the Uniform Commerical Code in connection with this Section 21.
(b) In the event that any Products are found by Seller, Buyer or by any
governmental agency or court having jurisdiction to contain a defect,
serious quality or performance deficiency, or not be in compliance with
any standard or requirement so as to require or make advisable that such
Products be reworked or recalled, Seller will promptly communicate all
relevant facts to Buyer and undertake all corrective actions including
those required to meet all obligations imposed by laws, regulations, or
orders, and shall file all necessary papers, corrective action programs
and other related documents; provided that Buyer shall cooperate with
and assist Seller in any such filing and corrective action, and provided
that nothing contained in this section shall preclude Buyer from taking
such action as may be required of it under any such law or regulation.
Seller shall perform all necessary repairs or modifications at its sole
expense. The parties recognize that it is possible that other Seller
manufactured products might contain the same defect or noncompliance
condition as do the Products for Buyer. Buyer and Seller agree that any
recall involving any Product shall be treated separately and distinctly
from similar results of Seller brand products; provided that such
separate and distinct treatment is lawful and that Seller shall in no
event fail to provide at least the same protection to Buyer on such
Products as Seller provides to its other customers in connection with
such similar recalls. Each party shall consult the other prior to making
any statements to the public or a governmental agency concerning issues
relating to potential safety hazards affecting the Products, except
where such consultation would prevent timely notification required to be
given under any such law or regulation.
Section 22. PRODUCT LIABILITY.
-15-
Seller agrees to protect, defend, hold harmless and indemnify and reimburse
Buyer and its distributors, dealers, affiliates and customers, during the term
of this Agreement and any time thereafter from and against actual and direct
liability, claim, cost or expense (including but not limited to attorneys, fees,
overhead, and court costs) arising out of actual or alleged death or of injury,
to any person, or damage to tangible property, by whomever suffered, arising out
of or alleged to arise out of (1) any failure of Products to comply with
applicable specifications, warranties and certifications under this Agreement;
(2) the negligence of Seller in design, manufacture or otherwise with respect to
Products or parts therefor; or (3) claims based on product liability, with
respect to allegedly defective Products or part thereof. Seller shall have the
sole and exclusive right to defend against any and all such suits, actions,
proceedings, investigations, demands and claims.
Section 23. ASBESTOS, AND PCB.
Seller certifies, based on Seller's qualitative determination, that the
Products or parts thereof do not contain asbestos or PCB's at this time and
Seller will not introduce into the Products or replacement components any
parts that contain asbestos or PCB's.
Section 24. COMPLIANCE WITH LAWS.
Seller agrees to comply with the applicable provisions of any federal,
state or local law or ordinance and all orders, rules and regulations
issued thereunder. Any provisions, representations or agreements required
thereby to be included in the Agreement resulting from execution of this
Agreement are incorporated herein by reference. Seller will, if requested,
furnish any certifications of compliance required by law or regulation.
Section 25. WORK ON OTHER PARTY'S PREMISES.
Buyer's representative shall, upon giving Seller advance notice, have
reasonable access to Seller's premises during working hours to observe work
in progress and to perform an audit on the implementation of any quality
control requirements. The parties shall take all necessary precautions to
prevent injury to person or property during the progress of work and shall
indemnify each other and such other's successors, assigns, agents,
employees and customers against all loss which may result in any way from
any act or omission of either party, agents, employees, or subcontractors.
Performance of audits or testing of equipment or procedures shall not
relieve Seller of any responsibility under quality requirements or warranty
provisions.
Section 26. FURTHER ASSURANCES.
Buyer hereby agrees to cooperate with Seller in connection with all matters
relating to this Agreement.
Section 27. ASSIGNMENT.
Neither this Agreement, nor any of the rights or interests of Buyer or
Seller hereunder may be assigned, transferred or conveyed by operation of
law or otherwise without the prior written consent of the other party,
except to an affiliate of the transferring party or,
-16-
in the case of Seller, to any party to which all or substantially all of
the assets and businesses of Seller are also, directly or indirectly,
transferred or conveyed by operation of law at the same time.
Section 28. TERMINATION.
In addition to the other provisions for termination contained in this Agreement,
this Agreement may be terminated by either party at any time for any material
breach of this Agreement provided that the party desiring termination gives
thirty (30) days prior written notice of the same to the other party, specifying
the claimed breaches. Such termination shall be effective thirty (30) days from
the date of receipt of said notice if the specified breaches are not cured
before the effective date or reasonable steps have not been taken before the
effective date to effectuate a cure within a reasonable period of time.
Notwithstanding the foregoing, either party may terminate this Agreement by
written notice to the other party effective immediately in the event:
(a) either party knowingly submits to the other false or fraudulent reports,
statements or claims for any credit or payment;
(b) either party shall become insolvent or bankrupt or admit in writing its
inability to pay debts as they become due;
(c) either party makes an assignment for the benefit of credit whether voluntary
or involuntary;
(d) a petition is filed by or against either party under the Bankruptcy Act; or
(e) either party ceases to do business as a going concern.
Except for payments of amounts due hereunder and the continuing obligations
provided for hereunder, neither Buyer nor Seller shall, by reason of the
termination, expiration or non-renewal of this Agreement be liable to the other
for any damages or injunctive relief of any kind, including but not limited to,
compensation, reimbursement or damages on account of loss of prospective profits
on anticipated sales, or on account of expenditures, investments, losses or
commitment in connection with the business or goodwill of Buyer or Seller;
provided however, that if as a result of termination Seller shall have unused
unique Buyer parts manufactured or procured for firm orders received from Buyer
prior to such termination, Buyer shall purchase such parts from Seller at the
then-current prices for such parts within thirty (30) days after such
termination
Section 29. GOVERNING LAW.
This Agreement and the relations between the parties under it shall be construed
in accordance with the substantive law of the State of New York. In enforcing
this contract, the parties may initiate proceedings in any appropriate
jurisdiction as they deem fit. The service of any writ or summons or any legal
process in respect to any such action or proceeding may be effected by
forwarding a copy of the writ of summons or statement of
-17-
claim or other legal process by prepaid letter to the address of the
parties in the Notice provision below.
Section 30. NOTICES.
Any notice, request, consent, demand or other communication given or
required to be given under this Agreement shall be effective only if in
writing and delivered personally or mailed by first class registered or
certified mail, postage prepaid, return receipt requested, telex or faxed,
addressed to the respective addresses of the parties as follows:
Notices to Buyer:
Goodman Manufacturing Company, L.P.
1501 Seamist
Houston, TX 77008
ATTN: President
Fax: 713-861-2176
Notices to Seller:
Raytheon Commercial Laundry, LLC
Shephard Street
Ripon, WI 54971
ATTN: President
Fax: 414-748-4334
Section 31. SURVIVAL OF RIGHTS OF PARTIES.
The termination of this Agreement shall not release either party from any
liability, obligation or agreement which, pursuant to any provision of this
Agreement, is to survive or be performed after such expiration or
termination.
Section 32. SUBJECT HEADINGS.
The subject headings of this Agreement have been placed thereon for the
convenience of the parties only and shall not be considered in any question
of interpretation or construction of this Agreement.
Section 33. WAIVER.
The failure of either party to enforce at any time or for any period of
time any provision, of this Agreement shall not be construed as a waiver of
such provision or of the right of such party thereafter to enforce such
provision.
Section 34. ENTIRE AGREEMENT.
(a) All agreements between Buyer and Seller for the sale of the Products by
Seller to Buyer shall include and be governed exclusively by the terms and
conditions set forth in this Agreement, except as the parties may otherwise
agree in writing duly executed by their respective duly authorized
representatives which expressly references this
-18-
Agreement. In case of any conflict between this Agreement and any
Production Order, purchase order, acceptance, correspondence, memorandum,
or document for or relating to the Products exchanged by Buyer and Seller
during the term of this Agreement which is not executed by duly authorized
representatives of both parties, this Agreement shall govern and prevail.
Any printed terms and conditions of any such documents shall, in any event,
be deemed deleted and shall not be binding upon the parties.
(b) The foregoing contains the entire and only agreement between the
parties respecting the manufacture of Products and sale thereof by Seller
to Buyer and the purchase by Buyer from Seller of such Products. All prior
and collateral representations, promise or conditions in connection with
the subject matter are merged herein. Any representation, promise or
condition not incorporated herein shall not be binding upon either party.
-19-
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed in duplicate as of the date first above written.
AMANA COMPANY, L.P.
BY: Goodman Holding Company, General Partner
BY:
--------------------------------
Title: Vice Chairman of the Board
RAYTHEON COMMERCIAL LAUNDRY LLC
BY: /s/ Bruce P. Rounds
--------------------------------
Title: Vice President Business Development & Secretary
-20-
EXHIBIT A
** Certain material herein omitted pursuant to a confidential treatment
request that has been filed separately with the Commission **
Amana Laundry Products
Unit Transfer Prices
Transfer 1/1/98
Price Thru First
Closing Year of
Model # Description Thru 12/97 Agreement
------- ----------- ---------- ---------
Topload
Washers
LWA05AW MODEL, AMANA LIBRA
LWA10AW MODEL, WASHER AMANA 1SPD LIBRA
LWA18AW MODEL, AMANA 2SPD LIBRA
LWA20AW MODEL, WASHER AMANA 1SPD LIBRA
LWA30AL MODEL, WASHER AMANA 2SPD LIBRA
LWA30AW MODEL, WASHER AMANA 2SPD LIBRA
LWA50AL MODEL, WASHER AMANA 2SPD LIBRA
LWA50AW MODEL, WASHER AMANA 2SPD LIBRA
LWA60AL MODEL, WASHER AMANA 2SPD LIBRA
LWA60AW MODEL, WASHER AMANA 2SPD LIBRA
LWA80AL MODEL, WASHER AMANA 3SPD LIBRA
LWA80AW MODEL, WASHER AMANA 3SPD LIBRA
LWA90AL MODEL, WASHER AMANA 3SPD LIBRA
LWA90AW MODEL, WASHER AMANA 3SPD LIBRA
LWC05AW MODEL, AMANA CANADIAN LIBRA
LWC07AW MODEL, AMANA CANADIAN LIBRA
LWC18AW MODEL, AMANA CANADIAN
2SPD LIBRA
LWC30AW MODEL, AMANA CANDADIAN LIBRA
LWC50AW MODEL, AMANA CANDADIAN
2SPD LIBR
LWC75AW MODEL, AMANA CANDADIAN
3SPD LIBR
Transfer 1/1/98
Price Thru First
Closing Year of
Model # Description Thru 12/97 Agreement
------- ----------- ---------- ---------
LWC80AW MODEL, AMANA CANDADIAN
3SPD LIBR
LWC90AW MODEL, AMANA CANDADIAN
3SPD LIBR
LWD27AW MODEL, WASHER AMANA
2SPD LIBRA
LWD70AL MODEL, WASHER AMANA
3SPD LIBRA
LWD70AW MODEL, WASHER AMANA
3SPD LIBRA
LWS04AW MODEL, WASHER SQ 1SPD LIBRA
LWS34AW MODEL, WASHER SQ 2SPD LIBRA
LWS55AW MODEL, WASHER SQ 2SPD LIBRA
AVERAGE COST
Analysis based on 300,000 unit Amana brand volume
Raytheon Appliances - Commercial Laundry
List of Ripon Part Transfers to Searcy 1
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
-------- ----------- -- --- ----
30642 BRACKET, LOCKING-METERCASE IF 1 COMM
34423 FRONT, METERCASE -RAW IF 1 COMM
34426 BACK, METERCASE IF 1 COMM
34428 BRACKET, LOCKROD SUPPORT GUIDE IF 1 COMM
34718 ASSY, COIN CHUTE IF 1 COMM
35523 FRONT, METERCASE-RAW IF 1 COMM
35525 BRACKET, METERCASE LOCKDOWN IF 1 COMM
35767 EXTENSION, FRONT - METERCASE 40957 IF 1 COMM
35798 ASSY, SER VICE DOOR IF 1 COMM
36052 BULKHEAD, METERCASE IF 1 COMM
37073R WRAPPER, METERCASE-FLAT IF 1 COMM
38145 ASSY, SECURITY CASE-CARDREADER IF 1 COMM
38191 ASSY, HARNESS-CARDREADER IF 1 COMM
38544 FRONT, METERCASE-RAW IF 1 COMM
38546 BULKHEAD, METERCASE IF 1 COMM
500301 PANEL, SUPPORT CONTROL (ELECT) IF 1 COMM
501720L PANEL, TOP-COMMERCIAL METERED IF 1 COMM
501720W PANEL, TOP-COMMERCIAL METERED IF 1 COMM
Raytheon Appliances - Commercial Laundry 2
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- ------- ----------- -- --- ----
501740W PANEL, TOP-COMMERCIAL-NONMETER IF 1 COML
501758 ASSY, JUMPER WIRE IF 1 COMM
502786 ASSY, CORD-POWER-EUROPEAN IF 1 COML
503901 PANEL, SUPPORT CONTROL (MECH) IF 1 COMM
60361 BRACKET, MOUNTING IF 1 COMM
685310 PANEL, FRONT CONTROL IF 1 COMM
38067 SHIELD, PUMP IF 1 HORIZON
34817L CAP, END RH IF 1 JUPITER
34817W CAP, END RH IF 1 JUPITER
34818L CAP, END LH IF 1 JUPITER
34818W CAP, END LH IF 1 JUPITER
504008L CAP, END RH IF 1 JUPITER
504008W CAP, END RH IF 1 JUPITER
504009L CAP, END LH IF 1 JUPITER
504009W CAP, END LH IF 1 JUPITER
504170 PANEL, SUPPORT CONTROL (MECH) IF 1 JUPITER
36049 FRONT, METERCASE-RAW IF 3 NO USAGE
37530 BULKHEAD, METERCASE IF 3 NO USAGE
34815 CAP, END RH SLATE IF 3 NO USAGE-NG
34816 CAP, END LH SLATE IF 3 NO USAGE-NG
500300 PANEL, SUPPORT CONTROL (MECH) IF 3 NO USAGE-NG
Raytheon Appliances - Commercial Laundry 3
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- ------- ----------- -- --- ----
502956 ASSY, LEAD-IN CORD-EC IF 3 NO USAGE-NG
504006 CAP, END RH SLATE IF 3 NO USAGE-NG
504007 CAP, END LH SLATE IF 3 NO USAGE-NG
61027 BAFFLE, CYLINDER-EXTENDED-WHITE IF 2 SERVICE ONLY
61399 BAFFLE, CYLINDER-SHORT-WHITE IF 2 SERVICE ONLY
62880 ASSY, BULKHEAD RH IF 2 SERVICE ONLY
62881 ASSY, BULKHEAD LH IF 2 SERVICE ONLY
00115 TERMINAL, SPADE-1/4 FEMALE IR 1
00116 TERMINAL, PIN-MALE IR 1
00117 TERMINAL, PIN-FEMALE IR 1
00188 TERMINAL, FEMALE MOLEX-QC-TIMER IR 1
00223 TERMINAL, 1/4 SPADE-FEMALE IR 1
00252 TERMINAL IR 1
00257 TERMINAL, PRESSURE SWITCH IR 1
02431 LOCKWASHER, 1/4 EXT SHKPF IR 1
02505 SCREW, 1/4-20 X 5/8 RD HD SP SQ IR 1
02916 SCREW, 1/4-20 X 5/8 HEX HEAD IR 1
03673 NUT, HEX 10-24 IR 1
12177001 CARD, PRODUCT IDENTIFICATION IR 1
12177002 CARD, PRODUCT IDENTIFICATION SQ IR 1
20267 SCREW, 10-24 X 3/8 ROUND HEAD IR 1
Raytheon Appliances - Commercial Laundry 4
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- ------- ----------- -- --- ----
20290 WASHER, 19/32IDX1.0310DX1/8 RUB IR 1
21903 RELIEF, STRAIN IR 1
23033 PLUG, 9 CIRCUIT IR 1
23037 PLUG, 15 CIRCUIT IR 1
23041 PLUG, 6 CIRCUIT IR 1
23222 SCREW, 8B-18 X 1/4 HEX WASHR HD IR 1
23748 RING, RETAINING IR 1
24205 NUT, KNURLED 3/8-24 IR 1
26163 RECEPTACLE, 9 CIRCUIT IR 1
26354 GASKET, METERCASE IR 1
27222 NUT, RETAINER 5/16-18 IR 1
27328 SCREW, 10-32 X 1/2 RD HD PHILL IR 1
28447 NUT, 10-24 BRASS IR 1
28448 SCREW, 10-24 X 3/4 BRASS IR 1
28449 LOCKWASHER, #10 BRONZE IR 1
28605 WASHER, FILTER IR 1
29175 GROMMET IR 1
29443 WASHER, FELT IR 1
29651 BOLT, ROUND HEAD-SQUARE NECK IR 1
29786 NUT, KEPS IR 1
29796 NUT, 5/16-18 IR 1
30237R LABEL, SHIPPING-BAR CODING IR 1
Raytheon Appliances - Commercial Laundry 5
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
30647 NUT, RETAINER 5/16-18 IR 1
30907 BULB, PRESSURE IR 1
32219 RELIEF, STRAIN IR 1
32464 LIGHT, SPIN/RINSE 125V IR 1
32519 LIGHT, SPIN/RINSE 250V IR 1
32671 SCREW, TAPPING 10B X 5/8 #8PNHD IR 1
32746 HOUSING, RH 24 CIRCUIT IR 1
33294 BAG, POLY 9 1/2 X 13 1/2 IR 1
33423 STRAPPING, PLASTIC 7/16 IR 1
33489 STRAP, STANDPIPE-BEADED IR 1
33553R5 CARD, GUARANTEE IR 1
33615 SLEEVE, DRAIN HOSE IR 1
33688 ASSY, KNOB-ROTARY-WHITE IR 1
34318 FOOT, RUBBER IR 1
34458 CORD, LEAD-IN IR 1
34500 PREVENTOR, BACKFLOW IR 1
34537 PLUG, 12 CIRCUIT IR 1
34538 RECEPTACLE, 12 CIRCUIT IR 1
34675 PLUG, MIXING VALVE-NATURAL IR 1
34676 PLUG, MIXING VALVE-RED IR 1
35038 SWITCH, ROCKER-WHITE IR 1
35117 SWITCH, TEMPERATURE - 5 POS IR 1
35182 ASSY, KNOB-SWITCH IR 1
Raytheon Appliances - Commercial Laundry 6
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
35333W KNOB, TIMER IR 1
35526 GASKET, METERCASE IR 1
35528 SCREW, 8-18 X 5/8 TORX IR 1
36009 TIE, CALE-SELF-LOCKING IR 1
36014 CLIP, RETAINER-HOSE IR 1
36280 TAPE, DBL SIDED-PERM/REMOVABLE IR 1
36419R LABEL, SHIPPING-S.AFRICA IR 1
36475 HOSE, WATER INLET IR 1
36700W SKIRT, TIMER PLATE IR 1
36801 CLAMP, HOSE IR 1
36802 CLAMP, HOSE IR 1
36964 INSERT, INSTALLATION COIN DROP IR 1
36967 LIGHT, SPIN/RINSE 24V IR 1
36985 CLIP, HOSE IR 1
37526 GASKET, METERCASE IR 1
38063 CARD, REPLY IR 1
38087 BRACKET, DOOR SWITCH IR 1
38096 SCREW, METRIC-LOCK M6-1.00X12MM IR 1
38192 OVERLAY, CARDREADER INSTRUCTION IR 1
38194 READER, CARD IR 1
38424L SWITCH, EXTENDED TUMBLE IR 1
Raytheon Appliances - Commercial Laundry 7
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
38424W SWITCH, ROCKER IR 1
38465 ASSY, COINDROP .25/$1 CAN MUNZ IR 1
38479 COINDROP, USA .25 SGL MUNZ IR 1
38547 PIN, GUIDE IR 1
38548 STUD, DRILLED 1/4-20 IR 1
38571 MULTIPLIER, MUNZ IR 1
38673 HARNESS, MULTIPLIER IR 1
38717 OVERLAY, SINGLE-MUNZ .25 U.S.A. IR 1
38754 SHIELD, CARD READER IR 1
39073 OVERLAY, DUAL-MUNZ .25/1.00 IR 1
39313 BOND, WARRANTY-COIN-HUEBSCH IR 1
39314 BOND, WARRANTY-COIN IR 1
39315 BOND, WARRANTY-COIN IR 1
39316 BOND, WARRANTY-COIN IR 1
45037 WIRE, 18GA-BRN/WHT IR 1
45066 WIRE, 18GA-BLU/RED IR 1
45080 WIRE, 18GA-GRY/YEL IR 1
501307 WASHER, SHOULDER IR 1
501524 SCREW, 10-32 X 5/16 HEX WA HD IR 1
502501 RELAY 24V/50-60HZ/1 PH IR 1
502589 BRACKET, FUSE HOLDER IR 1
502591 BODY,FUSE HOLDER IR 1
Raytheon Appliances - Commercial Laundry 8
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
502592 FUSE, 3.15 AMP IR 1
502593 FUSE, 5MM X 20MM-T 400 MILLIAMP IR 1
502811 CARRIER, FUSE IR 1
503463R1 INSERT, INSTALLATION IR 1
503673 SCREW, 5/16-18 X 2.25 FLAT HEAD IR 1
51778 SCREW, 8B-18 X 1/2 RD HD PHILL IR 1
52566 NUT, HEX JAM 1/4-20 LOCK IR 1
55881 STRAP, HARNESS IR 1
56461 SHAFT IR 1
56732 WELDNUT IR 1
685539 RECEPTACLE, 2 CIRCUIT IR 1
23962 SCREW, 8B-18 X 3/8 IND HEX HEAD IR 2
45060 WIRE, 18GA-ORG/BLU IR 2
45083 WIRE, 18GA-YEL/BLK IR 2
52864 SCREW,8AB-18 X 5/8 FLAT HD #6 IR 2
C0178A CARTON, 29 1/8 X 3 X 35 FOSC IR 2
C0178B FILLER, 15 7/8 X 33 5/8 SC/SH IR 2
C0178C FILLER,5 3/4 X 29 SC/SL IR 2
C0179A CARTON, 30X4X29-1/8 FOL200C GLU IR 2
C0179C FILLER,7 3/4 X 28 3/4 IR 2
24903R3 STICKER, DISCONNECT POWER IR 3
Raytheon Appliances - Commercial Laundry 9
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
31752 SCREW, #8ABX3/4 POZIDRIV PANBLK IR 3
32993 SCREW, #8ABX3/4 POZIDRIV PANSLV IR 3
33610 ASSY, KNOB-ROTARY-BLACK IR 3
34847 ASSY, SWITCH KNOB-ROTARY IR 3
35774 WASHER, VINYL IR 3
35799 SCREW, 5/16-18 X 2.25 IND HEX IR 3
35917 WASHER, FLAT IR 3
37267 BOND, WARRANTY-COIN IR 3
38064 BOND, WARRANTY-COIN-HUEBSCH IR 3
38280 LIGHT, SPIN/RINSE 250V IR 3
500049R2 LABEL, WARNING IR 3
500314R3 LABEL, WARING-FRENCH IR 3
502118 ASSY, COINDROP SINGLE USA IR 3
502938 BOND, WARRANTY-COIN IR 3
31645 SCREW,10-16B X 7/16 SPECIAL IR 4
503181R1 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
503182R1 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 1
503183R1 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 1
503184 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
Raytheon Appliances - Commercial Laundry 10
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
503186 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
503188 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
503189R1 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
503190 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
503192 ASSY, DIAGRAM CONNECT/SCHEM/TRM IR 3
685527 ASSY, DIAGRAM CONNECTION IR 1
685555 ASSY, DIAGRAM SCHEMATIC IR 1
504160 BOND, WARRANTY IR 3
504717 BOND, WARRANTY IR 1
685915 BOND, WARRANTY IR 1
503572 BOND, WARRANTY-1 YEAR IR 3
60035R1 BOND, WARRANTY-1 YEAR IR 3
501461 BOND, WARRANTY-2 YEAR IR 3
504716 BOND, WARRANTY-2 YEAR IR 1
504718 BOND, WARRANTY-2 YEAR IR 1
504719 BOND, WARRANTY-2 YEAR IR 1
502806R1 BOOK, DECLARATION OF CONFORMITY IR 3
502807R1 BOOK, DECLARATION OF CONFORMITY IR 3
502807R2 BOOK, DECLARATION OF CONFORMITY IR 3
Raytheon Appliances - Commercial Laundry 11
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
501506R3 BOOKLET, OP & INSTALL COM'L ELE IR 3
61431R3 CARD, WARRANTY IR 1
500663R1 DIAGRAM, WIRING IR 3
500664R2 DIAGRAM, WIRING IR 3
500665R1 DIAGRAM, WIRING IR 1
500666R1 DIAGRAM, WIRING IR 3
500702R1 DIAGRAM, WIRING IR 3
500704R4 DIAGRAM, WIRING IR 3
500705R2 DIAGRAM, WIRING IR 3
500727R3 DIAGRAM, WIRING IR 3
500728R2 DIAGRAM, WIRING IR 3
500737R2 DIAGRAM, WIRING IR 3
500740R2 DIAGRAM, WIRING IR 3
500743R3 DIAGRAM, WIRING IR 3
500746R1 DIAGRAM, WIRING IR 3
500772R2 DIAGRAM, WIRING IR 1
500799R2 DIAGRAM, WIRING IR 3
500864R1 DIAGRAM, WIRING IR 3
500868R2 DIAGRAM, WIRING IR 3
500880R2 DIAGRAM, WIRING IR 3
500881R3 DIAGRAM, WIRING IR 3
500882R4 DIAGRAM, WIRING IR 3
500887R1 DIAGRAM, WIRING IR 3
Raytheon Appliances - Commercial Laundry 12
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
500902R1 DIAGRAM, WIRING IR 1
500912R1 DIAGRAM, WIRING IR 1
500914R2 DIAGRAM, WIRING IR 1
500915R1 DIAGRAM, WIRING IR 3
500934R1 DIAGRAM, WIRING IR 3
500952R1 DIAGRAM, WIRING IR 1
500957R2 DIAGRAM, WIRING IR 3
500967R1 DIAGRAM, WIRING IR 3
501371R5 DIAGRAM, WIRING IR 1
501381R5 DIAGRAM, WIRING IR 1
501414R1 DIAGRAM, WIRING IR 3
501415R1 DIAGRAM, WIRING IR 3
501429R1 DIAGRAM, WIRING IR 3
501616R2 DIAGRAM, WIRING IR 1
501617R1 DIAGRAM, WIRING IR 1
501618R2 DIAGRAM, WIRING IR 1
501621R2 DIAGRAM, WIRING IR 1
501622R1 DIAGRAM, WIRING IR 1
501623R2 DIAGRAM, WIRING IR 1
501887R2 DIAGRAM, WIRING IR 3
501888R2 DIAGRAM, WIRING IR 3
502138R1 DIAGRAM, WIRING IR 3
502166R3 DIAGRAM, WIRING IR 3
502167R3 DIAGRAM, WIRING IR 1
Raytheon Appliances - Commercial Laundry 13
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
502427 DIAGRAM, WIRING IR 3
502428 DIAGRAM, WIRING IR 3
502485 DIAGRAM, WIRING IR 3
502607 DIAGRAM, WIRING IR 3
502987 DIAGRAM, WIRING IR 3
503147 DIAGRAM, WIRING IR 3
503149 DIAGRAM, WIRING IR 3
503459R1 DIAGRAM, WIRING IR 3
503928 DIAGRAM, WIRING IR 4
503928R1 DIAGRAM, WIRING IR 1
503929 DIAGRAM, WIRING IR 4
503929R1 DIAGRAM, WIRING IR 1
503930 DIAGRAM, WIRING IR 1
503931 DIAGRAM, WIRING IR 1
503934 DIAGRAM, WIRING IR 3
503934R1 DIAGRAM, WIRING IR 1
503935 DIAGRAM, WIRING IR 1
503936 DIAGRAM, WIRING IR 3
503940 DIAGRAM, WIRING IR 3
503942 DIAGRAM, WIRING IR 3
503942R1 DIAGRAM, WIRING IR 1
503943 DIAGRAM, WIRING IR 1
503944 DIAGRAM, WIRING IR 3
503944R1 DIAGRAM, WIRING IR 1
503945 DIAGRAM, WIRING IR 3
Raytheon Appliances - Commercial Laundry
List of Ripon Part Transfers to Searcy
14
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
503945R1 DIAGRAM, WIRING IR 1
503946 DIAGRAM, WIRING IR 3
503946R1 DIAGRAM, WIRING IR 1
503947 DIAGRAM, WIRING IR 3
503947R1 DIAGRAM, WIRING IR 1
504050 DIAGRAM, WIRING IR 3
504051 DIAGRAM, WIRING IR 3
504052 DIAGRAM, WIRING IR 3
504053 DIAGRAM, WIRING IR 3
504064 DIAGRAM, WIRING IR 1
504552 DIAGRAM, WIRING IR 1
504687 DIAGRAM, WIRING IR 1
504746 DIAGRAM, WIRING IR 1
504747 DIAGRAM, WIRING IR 1
504748 DIAGRAM, WIRING IR 1
504750 DIAGRAM, WIRING IR 1
504751 DIAGRAM, WIRING IR 1
504752 DIAGRAM, WIRING IR 1
504756 DIAGRAM, WIRING IR 1
504757 DIAGRAM, WIRING IR 1
504768 DIAGRAM, WIRING IR 1
504796 DIAGRAM, WIRING IR 1
504818 DIAGRAM, WIRING IR 1
504896 DIAGRAM, WIRING IR 1
Raytheon Appliances - Commercial Laundry
List of Ripon Part Transfers to Searcy
15
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
504897 DIAGRAM, WIRING IR 1
505118 DIAGRAM, WIRING IR 1
503508R1 DIAGRAM, WIRING-CARDREADER IR 1
503537R1 DIAGRAM, WIRING-CARDREADER IR 3
503538R1 DIAGRAM, WIRING-CARDREADER IR 3
501233R2 GUIDE, USE & CARE IR 3
502196R2 GUIDE, USE & CARE IR 3
502197R2 GUIDE, USE & CARE IR 3
502198R1 GUIDE, USE & CARE IR 3
502199R2 GUIDE, USE & CARE IR 3
502217R2 GUIDE, USE & CARE IR 3
502218R3 GUIDE, USE & CARE IR 3
502224R1 GUIDE, USE & CARE IR 3
502269R3 GUIDE, USE & CARE IR 3
502273R1 GUIDE, USE & CARE IR 3
502384R2 GUIDE, USE & CARE IR 3
502385R1 GUIDE, USE & CARE IR 3
502388R1 GUIDE, USE & CARE IR 3
502413R1 GUIDE, USE & CARE IR 3
502522R2 GUIDE, USE & CARE IR 3
502528 GUIDE, USE & CARE IR 3
503139 GUIDE, USE & CARE IR 3
503140 GUIDE, USE & CARE IR 3
503275 GUIDE, USE & CARE IR 3
503276 GUIDE, USE & CARE IR 3
Raytheon Appliances - Commercial Laundry
List of Ripon Part Transfers to Searcy
16
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
503402 GUIDE, USE & CARE IR 3
503405 GUIDE, USE & CARE IR 3
503500 GUIDE, USE & CARE IR 3
504490 GUIDE, USE & CARE IR 1
685914 GUIDE, USE & CARE IR 4
503951 GUIDE, USE & CARE-AMANA CANADA IR 1
503728 GUIDE, USE & CARE-AMANA US IR 1
504057 GUIDE, USE & CARE-KLEENMAID IR 3
504057R1 GUIDE, USE & CARE-KLEENMAID IR 1
504023 GUIDE, USE & CARE-SQ IR 1
500291R2 INSERT, DRYING RACK IR 3
502679 INSERT, MODEL #'s IR 3
502680 INSERT, MODEL NUMBERS-EC IR 3
502816 INSERT, WARRANTY-1 YEAR IR 3
502818 INSERT, WARRANTY-1 YEAR IR 1
504715 INSERT, WARRANTY-1 YEAR IR 1
502817 INSERT, WARRANTY-1 YEAR-AUSTRAL IR 1
504607 INSTRUCTIONS, INSTALL GSA&INTL IR 1
503952 INSTRUCTION, INSTALL CAN-AMANA IR 1
504062 INSTRUCTION, INSTALL-KLEENMAID IR 1
501232R2 INSTRUCTION, INSTALLATION IR 3
Rayton Appliances - Commercial Laundry 17
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
501434R2 INSTRUCTION, INSTALLATION IR 3
503381 INSTRUCTION, INSTALLATION IR 4
503381R1 INSTRUCTION, INSTALLATION IR 3
503381R2 INSTRUCTION, INSTALLATION IR 3
503498 INSTRUCTION, INSTALLATION IR 3
685913 INSTRUCTION, INSTALLATION IR 1
503953 INSTRUCTION, INSTALLATION-AMANA IR 1
503806 INSTRUCTION, OP & INSTALL RAYTH IR 3
504164 INSTRUCTION, OP & INS MUNZRAYTHEO IR 3
504165 INSTRUCTION, OP & INS MUNZRAYTHEO IR 3
504661 INSTRUCTION, OP & INSTALL AUSTRL IR 1
500429R3 INSTRUCTION, OP & INSTALL RAYTHEO IR 3
503807 INSTRUCTION, OP & INSTALL RAYTHEO IR 3
503810 INSTRUCTION, OP & INSTALL RAYTHEO IR 3
504527 INSTRUCTION, OP & INSTALL SNGL IR 1
504522 INSTRUCTION, OP & INSTALL SNGL US IR 1
504523 INSTRUCTION, OP & INSTALL SNGLCAN IR 1
Rayton Appliances - Commercial Laundry 18
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
504523R1 INSTRUCTION, OP & INSTALL SNGLCAN IR 1
504528 INSTRUCTION, OP & INSTALL STACK IR 1
504524 INSTRUCTION, OP & INSTALL STACKUS IR 1
504525 INSTRUCTION, OP & INSTALL STK CAN IR 1
502527 INSTRUCTION, OPERATE IR 3
500487R4 INSTRUCTION, OPERATE & INSTALL IR 3
500489R3 INSTRUCTION, OPERATE & INSTALL IR 3
501231R2 INSTRUCTION, OPERATE & INSTALL IR 3
502847R1 INSTRUCTION, OPERATE & INSTALL IR 3
504472 INSTRUCTION, OPERATING IR 1
504473 INSTRUCTION, OPERATING IR 1
504477 INSTRUCTION, OPERATING IR 1
504478 INSTRUCTION, OPERATING IR 1
504479 INSTRUCTION, OPERATING IR 1
504480 INSTRUCTION, OPERATING IR 1
504481 INSTRUCTION, OPERATING IR 1
504482 INSTRUCTION, OPERATING IR 1
504483 INSTRUCTION, OPERATING IR 1
504484 INSTRUCTION, OPERATING IR 1
Rayton Appliances - Commercial Laundry 19
List Of Ripon Part Transfers To Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- -------- ----------- -- --- ----
504485 INSTRUCTION, OPERATING IR 1
504486 INSTRUCTION, OPERATING IR 1
504487 INSTRUCTION, OPERATING IR 1
504488 INSTRUCTION, OPERATING IR 1
504530 INSTRUCTION, OPERATING IR 1
504531 INSTRUCTION, OPERATING IR 1
501354R1 INSTRUCTIONS, DRYING RACK IR 1
4-89-34 INSTRUCTIONS, HEATER INSTALLAT IR 2
502268R2 INSTRUCTIONS, INSTALL ENG/QUFRN IR 3
502268R3 INSTRUCTIONS, INSTALL ENG/QUFRN IR 3
501850 INSTRUCTINS, INSTALL SUPPLEMNT IR 3
500615R2 INSTRUCTIONS, INSTALLATION IR 3
500617R3 INSTRUCTIONS, INSTALLATION IR 3
502387R1 INSTRUCTIONS, INSTALLATION IR 3
502523R1 INSTRUCTIONS, INSTALLATION IR 3
502843R1 INSTRUCTIONS, INSTALLATION IR 3
504674 INSTRUCTIONS, INSTALLATION IR 1
504489 INSTRUCTIONS, OPERATING IR 1
504025 INSTRUCTIONS, OPERATING-INTN'L IR 1
502036R1 INSTRUCTINS, SLIDE IR 1
502603R1 LABEL, CE MARK IR 1
Raytheon Appliances - Commercial Laundry 20
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- ------- ----------- -- --- ----
685923 LABEL, DISPENSER IR 1
685921 LABEL, DOOR LOCKED IR 1
502540R2 LABEL, ENERGY-AUSTRALIAN IR 1
502359R2 LABEL, ENERGY-CANADIAN IR 4
503957 LABEL, ENERGY-CANADIAN IR 1
503989 LABEL, ENERGY-CANADIAN IR 3
503492 LABEL, GAS DESTINATION IR 1
56307 LABEL, INSTALLATION INSTRUCTION IR 1
32839 LAVEL, INSTRUCTION TO INSTALLER IR 1
685928 LABEL, LH THREAD SCREW IR 1
500496R1 LABEL, NOTICE 20 AMP IR 1
500493R1 LABEL, NOTICE 30 AMP IR 1
500495R1 LABEL, NOTICE-15 AMP IR 1
500494R1 LABEL, NOTICE-60 AMPS IR 1
501335 LABEL, NOTICE-DUAL LANGUAGE IR 1
501140R1 LABEL, NOTICE-NAT GAS IR 1
62136 LABEL, ONTARIO ENERGY IR 1
59414R4 LABEL, REMOVE DOOR IR 1
685924 LABEL, SHIPPING BRACKET IR 1
503300W LABEL, SHIPPING-GSA-PRINTED IR 3
504680 LABEL, SHIPPING-GSA-PRINTED IR 1
503265W LABEL, SHIPPING-SKU-SEARS IR 3
Raytheon Appliances - Commercial Laundry 21
List of Ripon Part Transfers to Searcy
** Certain material herein omitted pursuant to a confidential treatment request
that has been filed separately with the Commission.**
IF Where
Part No. Description IR Sts Used
- ------- ----------- -- --- ----
503272L LABEL, SHIPPING-SKU-SEARS IR 3
503272W LABEL, SHIPPING-SKU-SEARS IR 3
503273W LABEL, SHIPPING-SKU-SEARS IR 3
501289R4 LABEL, WARNING-GROUND IR 1
503466 LETTER, CONFORMITY CE IR 1
503467 LETTER, CONFORMITY CE IR 3
62139 STICKER, CARTON-FRENCH CANADIAN IR 1
62140 STICKER, CARTON-FRENCH CANADIAN IR 1
501091R1 STICKER, WARNING-VOLTAGE USAGE IR 4
501091R2 STICKER, WARNING-VOLTAGE USAGE IR 1