ANNUAL PURCHASE AGREEMENT
FOR THE PURCHASE OF
PERFORMANCE CONTROLLERS
("Purchase Agreement")
1. DATE AND TERM
This Purchase Agreement is made December 1, 1998, and shall apply to
orders made according to this Purchase Agreement, from December 1, 1998
and shall continue valid until December 1, 2000.
2. PARTIES
(a) Xxxxxxxxxx XXXX Inc., (the Purchaser)
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx, 00000 X.X.X. (the Purchaser's primary place of business)
(b) Performance Control, L.L.C., (the Supplier)
0000 Xxxxxxx Xxxxx, Xxxxx X
Xxx Xxxxx, Xxxxxxxx 00000 (the Supplier's primary place of business)
Orders applicable to this Purchase Agreement may be made directly by the
Purchaser or any of the companies listed in Appendix 7 ("Participating
Units"), or subsequently added to the list by the Parties. Any
Participating Unit shall establish its own ordering procedures with the
Supplier.
The Participating Unit and the Supplier shall always communicate
directly regarding any specific Order.
3. APPLICABLE TERMS
The General Terms and Conditions of Purchase, attached as Appendix 5
("GTC"), shall apply and the application of any other general terms and
conditions is specifically excluded.
Annual Purchase Agreement Date: December 1, 1998 Page 1 of 5
13. CONTRACT DOCUMENTS
In the event of any conflict between the provisions of this document and
any Appendix to this Purchase Agreement listed below, or between any two
Appendices, this document shall govern and the Appendices shall be
interpreted in their numbered order.
Appendix 1 Specification - NEMA 1 Dated October 1, 1998
Specification - NEMA 12 Dated October 1, 0000
Xxxxxxxx 2 Technical Specification
- "The Performance Control User's Guide" Dated 1998
- Wall Bracket mounting Instructions for Escalators Dated 10/1/98
- Floor/Wall Bracket Mounting Instructions for Escalators Dated 10/1/98
- Field Installation of Remote L.E.D. Indicator Light Kit Dated 10/1/98
- Three Circuits to Guarantee Adequate Voltage to Motor
During Regenerative Power Mode Dated 10/1/98
- Drawing Numbers: - 3134E01 Dated 1/14/98
- DET 00, 10, 20, 30, 40, 50,
60, 70, 80, 90, 100 All
Dated 1/14/98
- 05251N50.00 Dated 7/16/98
- 05251N57.00 Dated 7/16/98
- 05251N58.00 Dated 7/16/98
- 05251N59.00 Dated 7/16/98
Appendix 3 Testing
- Testing Procedures for Three Phase Dated 11/1/97
- Cold Test Procedures for Performance Controller Dated 10/1/98
- Final Test Procedure for Performance Controller Dated 10/1/98
Appendix 4 Performance Bond - Not Required
Appendix 5 General Terms and Conditions of the Purchase
Dated: April 1, 1998 Pages: 12
Appendix 6 Price List
Appendix 7 Participating Units
Appendix 8 Example of Purchase Order Form
Appendix 9 Warranty
Appendix 10 Special Conditions
14 PARTIES REPRESENTATIVES (GTC 7.2)
For the Purchaser: Xxxxx X. Xxxxx, Purchasing Manager, Branch Support
For the Supplier: Xxxxxxx X. Xxxxxxxx, Managing Director
Annual Purchase Agreement Date: December 1, 1998 Page 4 of 5
15. OTHER PROVISIONS
The following additional clauses to the General Terms and Conditions may
apply, as directed by the Purchase Order.
[ Buy America Act (41 U.S.C. 10) ]
[ U.S. Steel Act ]
[ Federal Acquisition Regulations ]
[ Minority Business Utilization (MBE/WBE/DBE) ]
[ Special requirements per State and Local jurisdictions. ]
Except as modified herein, the Purchase Agreement between the parties is hereby
ratified, approved and confirmed.
An instrument in writing, signed by the parties hereto, as amended, may only
further amend this Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Annual Purchase Agreement
as of the day and year first above written. The parties have executed this
Purchase Agreement in two identical copies, one for each party.
SIGNED: "SUPPLIER" SIGNED: "PURCHASER"
PERFORMANCE CONTROL, L.L.C. XXXXXXXXXX XXXX INC.
a Michigan limited liability company a corporation
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Managing Member Purchasing Manager, Branch Support
DATE: December 7, 1998 DATE: 12/9/98
WITNESSES:
/s/ [illegible signature] /s/ Xxxxxx X. Xxxxx
/s/ [illegible signature] /s/ Xxxxx X. Xxxxxxxx
Annual Purchase Agreement Date: December 1, 1998 Page 5 of 5
