EXHIBIT 10.5
HYPERCOM CANADA, LTD.
Hypercom Canada, Ltd.
BCE Place
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Phone: 000-000-0000
Fax: 000-000-0000
July 26, 2001
Xx. Xxx Xxxxxxx
Security Bancorp Inc.
#3 Bldg F. 0000 Xxxxx Xxxxxx XX
Xxxxxxx Xxxxxxx
X0X 0X0
Dear Hal,
This Letter Agreement covers purchase of the Hypercom products discussed below
and subsequent resale to Security Bancorp Inc. end-user customers within Canada.
If sales of products purchased hereunder by Security Bancorp Inc. are going to
be made to a third party who in turn resells the products to an end-user, then a
Reseller Agreement is required instead, and this Agreement would be subject to
termination by Hypercom upon notice. A "Reseller" Agreement is used at
Hypercom's sole discretion to establish a purchasing relationship between
Hypercom and companies who intend to resell Hypercom products to other parties,
who in turn resell those Hypercom products.
This Agreement, and the pricing established herein, is based upon Security
Bancorp Inc.'s noncancelable commitment to purchase and take delivery of 100
Terminal Peripherals, 500 ICE(TM) Terminals and/or ICE Peripherals during the
next 12 months, beginning Aug 31/01 and ending Aug 31/02. [CONFIDENTIAL PORTION
DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
The Shipping Schedule shows specific quantities, product types, and scheduled
shipment dates.
Based upon the stated quantities and Shipping Schedule, pricing, [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], will be as follows:
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[CONFIDENTIAL PORTION
DELETED AND FILED ---------------------------------------------------
SEPARATELY WITH THE
SECURITIES AND EXCHANGE ---------------------------------------------------
COMMISSION]
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[CONFIDENTIAL PORTION [CONFIDENTIAL PORTION [CONFIDENTIAL PORTION
DELETED AND FILED DELETED AND FILED DELETED AND FILED
SEPARATELY WITH THE SEPARATELY WITH THE SEPARATELY WITH THE
SECURITIES AND EXCHANGE SECURITIES AND SECURITIES AND EXCHANGE
COMMISSION] EXCHANGE COMMISSION] COMMISSION]
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[CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
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*[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
Pricing for the [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] is based upon [CONFIDENTIAL PORTION DELETED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] pricing is based on the [CONFIDENTIAL PORTION DELETED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. "Terminal
Peripheral Product" means Hypercom-manufactured stand-alone printer or PIN Pad,
not included in the ICE family of products, which is connected to a Hypercom
Terminal Product.
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]. All prices are stated in and shall be paid in United
States dollars. Payment terms are [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. If payment is not made
within the 30-day period, Hypercom may terminate this Agreement. [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].
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Hypercom's Standard Warranty Statement (Warranty), attached, is a
return-to-depot warranty applicable to all products purchased hereunder.
Security Bancorp Inc. ensures Hypercom that it will inform its end-user
customers of the terms of the Warranty. Hypercom will not be liable for any
additional warranties extended by Security Bancorp Inc. to its end-user
customers beyond the scope of the Warranty.
The pricing contained herein is for Hypercom products that have been certified
to comply with common carrier equipment in the United States and Canada, and
applicable FCC regulations. Any sale and/or use of Hypercom products purchased
hereunder outside of the United States and Canada could violate local laws, and
on that basis, Hypercom limits distribution of its products purchased hereunder
to that of the United States and Canada. Any sale/use outside of the United
States and Canada not only violates the hardware warranty referenced herein, but
constitutes cause for termination of this Agreement. Sale of Hypercom product
outside of the United States and Canada requires a separate agreement. Operation
of units/system remains subject to local processing requirements and
applications certifications which may vary within the United States and/or in
Canada.
Both parties agree to the terms and conditions of this Agreement and understand
the order is non-cancelable. Additional terminals, peripherals and/or
accessories not listed herein but purchased by UMV during the term of this
Agreement shall also be subject to the terms hereof. All equipment must be
shipped and invoiced in accordance with the Shipping Schedule. Purchase orders
may accompany this Agreement or follow this Agreement, but preprinted terms and
conditions contained in any purchase order shall be null and void, as are any
additional terms unless specifically accepted by Hypercom in its order
acknowledgment(s).
We at Hypercom appreciate this opportunity to service Security Bancorp Inc.
terminal needs and look forward to a long and mutually prosperous relationship.
Sincerely,
Xxxxx Xxxxxx
Senior Vice President & General Manager
Hypercom Canada Ltd
Security Bancorp Inc. must indicate acceptance within thirty (30) days of the
date of this letter. This Agreement is valid only when accepted and signed by
Hypercom.
Agreed this 31 day of July, 2001.
Hypercom Canada Ltd Security Bancorp Inc.
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By: By:
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Name: Name:
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Title: Title:
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