Logitech OEM Distribution and Installation Agreement
This agreement ("Agreement") is entered into as of the 26th day of March 1997,
between Pacific Magtron, a Corp. having its principal place of business at 0000
Xxxxxxxxxx Xxx, ("Buyer") and Logitech, Inc., having its principal place of
business at 0000 Xxxxxx Xxxxx, Xxxxxxx, XX 00000 ("Logitech").
1. DEFINITIONS
"Product" of "Products" shall mean Logitech's computer peripherals and related
software, including, but not limited to, computer mice, trackballs, touchpads,
joysticks, scanners and digital video cameras, and software therefore. "Computer
Hardware" shall be defined to be an assembled computer system which includes at
a minimum a motherboard with CPU, hard disk drive, power supply and case. BUYER
agrees that it defines its business to be in Hardware manufacturing, system
assembling, motherboard or bare-bones system distribution or reselling.
2. USE OF PRODUCTS
Logitech hereby grants BUYER a non-exclusive right to use, install, integrate
and resell Products for use with any BUYER Computer Hardware. BUYER shall
require all persons and entities in its distribution channels to comply with the
foregoing restriction. Product and Product Packaging may not be modified,
altered, repackaged, reassembled or supplemented in any way. BUYER shall not
advertise or otherwise market the Product(s) as separate items, but shall
clearly indicate in all marketing materials that the Product(s) are available
only as an indivisible part of the Computer Hardware. Buyer shall not publish or
otherwise disclose separate prices for the Product(s), but shall price the
Computer Hardware with the Product(s) at a single indivisible unit. No license
is given or implied to reproduce any Logitech software or to distribute, license
or sell as a separate item any software which is part of the Product. BUYER
agrees that it will not export or re-export Product(s) to any country, person,
entity or end user outside of the United States, Canada and Latin America.
3. WARRANTY
a) LIMITED WARRANTY: Logitech warrants that all Products delivered under this
Agreement will be free from defects in materials or workmanship and will perform
for a period of twelve (12) months from the date of manufacture by Logitech.
This warranty shall include parts and labor and shall apply to any Product which
is or becomes defective during the applicable warranty period and is returned to
Logitech, freight prepaid. Logitech will repair or replace, at its option and
without charge to Buyer. LOGITECH MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND EXPRESSLY
EXCLUDES AND DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ARISING FROM THE COURSE OF DEALINGS BETWEEN THE PARTIES
AND/OR FROM USAGE OF TRADE. b) RETURN POLICY No products shall be returned to
Logitech except in conformance with the Logitech standard return policy. Only
defective products may be returned. Logitech shall be under no obligation to
accept any Products returned by BUYER unless BUYER shall have first contacted
Logitech, described the nature of the problem, obtained a Returned Material
Authorization (RMA) number and shipped the Products to Logitech in shipping
containers suitable for protection of the Products, with the RMA number
conspicuously displayed on the outside of the shipping carton. All products
returned to Logitech shall be returned by BUYER at BUYER'S expense.
4. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES, LOST PROFITS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN
ANY WAY OUT OF THE SALE, TERMINATION OF THE AGREEMENT, BREACH OF WARRANTY AND/OR
AGREEMENT TO SELL BUYER PRODUCTS OR SERVICES. This LIMITATION SHALL APPLY EVEN
IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
5. OTHER TERMS
TERM AND TERMINATION. This Agreement shall become effective as of the date it is
signed by both parties and shall automatically renew every April 1 unless a
Party, in its sole discretion, elects, upon thirty (30) days written notice, to
not renew the Agreement. During the term of this Agreement, either party may
terminate this Agreement for its convenience upon thirty (30) days written
notice and Logitech may terminate this Agreement immediately if Buyer becomes
insolvent or engages in any illegal and/or unethical practices. INDEPENDENT
CONTRACTORS. The Parties are independent contractors with respect to each other,
and not agents of each other, and Buyer has no authority to bind Logitech.
CONFIDENTIAL INFORMATION. The terms and conditions of this Agreement constitute
Logitech confidential information and shall not be disclosed by Buyer to third
parties. INDEMNIFICATION. Buyer, upon Logitech's request, shall indemnify
Logitech for all costs, fees and damages incurred by Logitech and its affiliates
that arise from Buyer and its customers' acts and omissions. ENTIRE AGREEMENT
AND APPLICABLE LAW. The terms and conditions in this Agreement constitute the
entire and final agreement between Logitech and Buyer regarding the purchase and
sale of the goods or services from Logitech. Any and all representations,
promises, warranties or statements by Logitech agents that differ in any way
from the terms of this Agreement shall be given no force or effect. This
Agreement may only be modified in writing signed by both parties' authorized
representatives. Any suit hereunder shall be brought in the federal or state
courts in the districts which include Fremont, California, and Buyer hereby
agrees and submits to the personal jurisdiction and venue thereof. This
Agreement shall be governed by construed in accordance with the laws of the
State of California, without regard to any provision concerning the
applicability of the laws of other jurisdictions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
LOGITECH, INC. BUYER
/s/ Xxx XxXxxxxxxxxx /s/ Xxxxx Xxxx
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Xxx XxXxxxxxxxxx 4/4/97 Xxxxx Xxxx
