EXHIBIT 10.15
SUPPLY AGREEMENT
BETWEEN
NATIONSLINK LP
AND
INFO TELECOM S.A.
VERSION 1.1
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SUPPLY AGREEMENT
THIS AGREEMENT, made and entered by
BETWEEN NATIONSLINK LP, an American corporation, having its principal office at
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
(hereinafter referred to as "NationsLink").
AND INFO TELECOM S.A., a French corporation, having its principal office at
rue de ▇▇ ▇▇▇▇▇, ▇▇ ▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ (hereinafter
referred to as "INFO").
WHEREAS Info has acquired certain equipment and know-how useful or used in the
manufacture of certain pagers; and
WHEREAS NationsLink has agreed to buy from Info quantities of the said pagers,
subject to and in accordance with the terms and conditions hereof.
NOW IT IS THEREFORE AGREED AS FOLLOWS
1. DEFINITIONS
Pager or Pagers means the FM201, FM100, FM210 and FM110 pagers initially
developed by Nokia Mobiles Phones Ltd and its subsidiaries.
2. MINIMUM PURCHASE
From June 1997 and until the expiration of the present agreement,
NationsLink agrees to buy from Info a minimum quantity of one thousand five
hundreds (1,500) pagers per month.
3. ADDITIONAL QUANTITIES
The quantities of pagers that Info would deliver to NationsLink may be
increased in accordance with the rolling forecast procedure described
hereinafter:
During each month of the present agreement, NationsLink will send to Info a
three month rolling forecast which specifies the quantity to be delivered
each month.
The parties agree that the quantities for the first month of each rolling
forecast shall be considered as firm orders and therefore fixed.
Quantities for the second month of each rolling forecast shall be eighty-
five percent (85%) firm.
Quantities for the third month of each rolling forecast shall be fifty
percent (50%) firm.
4. DELIVERIES
The pagers shall be delivered Free On Board any French port.
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The initial deliveries shall be made according to the following schedule:
TER 500 units on June 20, 1997
TER 500 units on July 10, 1997
TER 750 units plus any additional quantity ordered for the month of July on
July 30, 1997
Then starting from August 1997, the ordered quantity related to each month
shall be delivered at the end of the said month.
Within 30 days from the delivery of each lot, NationsLink shall have the
right to perform a quality inspection on each lot delivered by Info. This
inspection shall be performed based on the following procedure:
Initial lots: 100 % sampling. Major defects shall represent less than 1.5 %
of the total quantity in the lot
Subsequent lots: Upon two successful 100% sampling with a major defects
rate of less than 1.5 %, the quality inspections shall be performed based
on AQL tables contained in the IS02859 standard using an AQL level of 1.5
level 11 for major defects.
Major defects means defects such as low sensitivity, failing to meet
product's specifications, wrong functioning of the LCD display or buttons.
In case two (2) subsequent lots fails to pass the quality inspection
specified here above, NationsLink shall have the right to send back the
second lot to Info, unless Info arranges to sort in NationsLink's premises
the defective lot at its own expenses.
5. PROTOTYPES
Info shall provide to NationsLink ten (10) prototypes of the Pager on or
before May 30. In case Info fails to supply the prototypes on time,
NationsLink shall have the right to delay the delivery of the first lot of
1,000 pagers accordingly.
6. PRICE
The net selling price of the Pager shall be USD 91.00 per unit.
The parties shall have the right to revise the net selling price three
month after the effective date of the present agreement and then every six
month. The price shall be modified only in case the net cost of the
components and materials used to produce the Pager shall vary for more than
three percent (3%) when compared to the beginning of the previous three or
six months period.
7. PAYMENT TERMS
NationsLink shall pay for each lot of pagers within ten (10) working days
from the delivery date.
The interest rate for late payments shall be equal to 0.75% per month
starting from the delivery date plus ten (10) working days.
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8. ROYALTIES
NationsLink shall be responsible for paying any applicable royalties
related to the use or sales of the Pager on the American or Canadian
market.
9. WARRANTY
As a matter of warranty, Info shall supply three percent (3%) of the pagers
in each lot free of charge. In exchange, Info shall not be held responsible
for the repairing of under warranty pagers.
The parties agree to review every six (6) months during the term of this
agreement the warranty buy-back procedure described here above taking into
account the real return rates of the pagers.
Real return rates of the pagers shall mean the percentage of pagers sent
back defective by NationsLink customers within fourteen (14) months from
Info's delivery date. This calculation shall not include the pagers that
are sent back as defective due to a wrong usage by the end user.
10. TERRITORY
Info agrees not to supply the Pager to any other party in the USA or
Canada, other than NationsLink and Cue Network Corporation or its
subsidiaries as long as the monthly average quantity (calculated on a
rolling average basis) of pagers purchased by NationsLink and Cue Network
Corporation or its subsidiaries is equal to or exceeds three thousands
(3,000) units per month.
NationsLink agrees not to resell any pagers to any other party which intend
to market or use the said pagers outside of USA or Canada without obtaining
Info's prior written consent.
11. TERM
The term of this agreement shall commence, on the date of the last
signature being applied to this agreement and shall expire on December
31st, 1997. January 31, 1998 /s/ TER
This agreement shall be automatically renewed for another term of one year
unless one of the parties informs the other party of its intention not to
renew the agreement, by serving a written notice at least thirty (30) days
before the expiration date of the agreement.
12. NOTICES
All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or by certified mail, return
receipt requested.
13. TERMINATION
If either party:
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(i) becomes insolvent or bankrupt or admits its inability to pay its debts
as they mature, or makes an assignment for the benefit of its creditors, or
ceases to function as going concern or to conduct its operation in the
normal course of business; or
(ii) materially breaches this agreement, and fails to remedy such breach to
the satisfaction of the other party within thirty days after receipt of
written notice from the party claiming the breach;
the other party shall have the right to terminate this agreement
immediately.
14. SEVERABILITY
If any of the provisions contained in this agreement are deemed invalid,
illegal, or unenforceable, the remaining provisions contained herein shall
not in any way be affected or impaired.
15. ARBITRATION
All disputes arising from this contract/Charter Party shall be finally
settled in accordance with the ICC-CMI International Maritime Arbitration
rules by one or more arbitrators appointed in accordance with the said
rules.
16. ENTIRE AGREEMENT
This agreement, including all amendments and schedules constitutes the
entire agreement between the parties pertaining to the subject matter
hereof. All variation of this agreement must be made in writing and signed
by both NationsLink and Info.
17. FORCE MAJEURE
Non-performance of either party shall be excused to the extent that
performance is rendered impossible by strike, fire, flood, government acts,
orders or restrictions or any other reason where failure to perform is
beyond the control of the non-performing party.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their duly authorized officers in two originals.
For and on behalf of For and on behalf of
NATIONSLINK LP INFO TELECOM S.A.
Name: [illegible] Name: ▇▇▇▇ ▇▇▇▇
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Title: General Manager Title: Managing Director
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Date: May 5, 1997 Date: April 25, 1997
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Place: Nashville Place: Strasbourg
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Signature: /s/ illegible Signature: /s/ ▇▇▇▇ ▇▇▇▇
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Addendum to Distribution Agreement Between InfoTelecom and NationsLink, LLC.
This is confirmation of phone conversations between InfoTelecom and NationsLink,
LLC to extend the current Distribution Agency Agreement until May 30, 1998 under
the current pricing and terms of the current contract
/s/ ▇▇▇▇ ▇▇▇▇ /s/ Illegible
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For InfoTelecom For NationsLink, LLC
President General Manager
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Title Title
Date: December 19, 1997 Date: December 19, 1997
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