exv10w1






	 	 	 	 	 
	

AutoZone Parts, Inc.

123 S. Front Street

Memphis, TN 38103

Telephone (901) 495-6500

Fax (901) 495-8300

	 	(US) VENDOR

AGREEMENT


Vendor No. 07245


Category Manager:
	 	AutoZone Parts, Inc.
	 

	 	[*]	 	 






AUTOZONE RESERVES THE RIGHT TO REMIT TO THE PARTY TO WHOM THE PURCHASE ORDER IS ISSUED.




Payment Information:

Address to mail payment:




	 	 	 	 	 
	Vendor Name 

Factor (If Applicable)

	 	MotorCar Parts of America, Inc.
 

	 	 
	POS

	 	 

No
 

	 	  
	Address

	 	2929 California Street
 

	 	 
	City

	 	Torrance
 

	 	 
	State, Zip

	 	CA, 90503
 

	 	 
	Country/Region

	 	USA
 

	 	 
	Credit Dept Phone

	 	(310) 212-7910
 

	 	 
	Toll Free Number

	 	(800) 890-9988
 

	 	 
	Fax Number

	 	(310) 212-0729
 

	 	 





Vendor also doing  business as: (Attach a list
to this Agreement if space provided is insufficient)



Note: All payments of monies must be made payable to and mailed to:




AutoZone Parts, Inc.

Accounting Dept. 9010

P.O. Box 2198

Memphis, TN 38101




Purchase Order Information:

Address to send purchase orders:

ý Check if same as payment address




	 	 	 	 	 
	Vendor Name

	 	MotorCar Parts of America, Inc.
 

	 	 
	Address

	 	2929 California Street
 

	 	 
	City

	 	Torrance
 

	 	 
	State, Zip

	 	CA, 90503
 

	 	 
	Country/Region

	 	USA
 

	 	 
	Attention

	 	Accounts Receivable
 

	 	 





Street address for use by delivery services other than
the U.S. mail, if not already shown in the P.O. Order
address above.




	 	 	 	 	 
	2929 California Street	 	 
	 	 	 
	Torrance, CA 90503	 	 
	 	 	 
	Country/Region

	 	USA
 

	 	 
	Dept:
	 	 	 	 
	Expedite Orders

	 	 

(310) 212-7910
 

	 	  
	Phone:
	 	 	 	 
	Toll Free Number: 

Fax Number:

	 	 

(800) 890-9988
 

(310) 212-6315
 

	 	   
	Orders will be Via:

	 	 EDI  FAX	 	 
	 

	 	 	 	 





Vendor Financial Information



Vendor agrees to furnish, when returning this completed agreement, a complete
set of current financial statements. Publicly held companies should include the Annual
Report to Shareholders and 10K Report. If financial statements are not available, a Dun
& Bradstreet should be furnished. Further, Vendor agrees to respond to
operational/financial questionnaires from time to time as requested by AutoZone.




Product Liability Insurance




	 
	


	Copy of Certificate of Insurance must be attached to this
Vendor Agreement. Certificate of Insurance must Include:



1. Comprehensive General Liability coverage Including Product
Liability/Completed
Operations Hazard with minimum limits of $5,000.000 per
occurrence.


2. Broad form vendor’s endorsement naming AutoZone
Parts, Inc. and its
subsidiaries and affiliates, as an additional
Insured.



3. Mandatory 30-day notice of cancellation to...









	 	 	 	 	 
	 

	 	 	 	 
	 

	 	AutoZone Parts, Inc.
	 	 
	 

	 	 	 	 
	Travelers Indemnity of Illinois

	 	Risk Management Department
	 	 
	 

	 	 	 	 
	(Insuring Company)

	 	P.O. Box 2198, Dept 8030	 	 
	 

	 	Memphis, TN 38101	 	 







	 
	Address For Product Liability Claims

MotorCar Parts of America, Inc.

2929 California Street

Torrance, California 90503
USA


Attn: Edie Patton
Phone: (800) 890-9988







MotorCar Parts of America, Inc.




			
	 	 	 
	FMRev. 9/03
	 	Date: 03/31/2009





 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.






1









 






AutoZone Parts, Inc.




Advertising/Promotions/Allowances




 None  Performance  Expenditure
 Other




	 	 	 
	Qualified Promotions:

	 	Indicate how Funds are Earned:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 







[*]



Order of Allowances



If you require the allowance calculations to be in a particular sequence, indicate the sequence
below (1 for 1st, 2 for 2nd, etc.).




	 	 	 	 	 	 	 
	Sequence	 	Name of Allowance	 	Sequence	 	Name of Allowance
	 

	 	None
	 	 	 	None
	 

	 	None
	 	 	 	None
	 

	 	None
	 	 	 	None
	 

	 	None
	 	 	 	None





Use of
VendorNet is subject to the terms and conditions contained on the VendorNet Systems.
Vendor agrees to pay AutoZone the fee(s) for access to
AutoZone’s VendorNet System, as set
forth above. If no fees are paid by Vendor for VendorNet System access, then Vendor will not
be provided access to AutoZone’s VendorNet System.



BILLBACK
ALLOWANCES ARE CALCULATED ON A CALENDAR YEAR BASIS AND PAYMENT IS DUE 30 DAYS AFTER
PERFORMANCE OR VENDOR RECEIPT OF AUTOZONE BILLBACK.



IF BILLBACKS ARE NOT PAID AFTER 90 DAYS FROM DATE REQUESTED, AN
ADDITIONAL LATE PAYMENT CHARGE OF
1.5 PERCENT PER MONTH WILL BE ADDED.



[*]



MotorCar Parts of America, Inc.




			
	 	 	 
	FMRev. 9/03
	 	Date: 03/31/2009






 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





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AutoZone Parts, Inc.



During
the term of this Agreement, Vendor, at Its expense and through its authorized employees or
its Independent certified public accountants, shall have the right
upon reasonable notice of no less
than ten (10) business days, during normal business days and hours to examine AutoZone’s records
pertaining to AutoZone’s promotional allowance
based activities to the extent the same are funded
by these allowances paid under this Agreement. All such Information disclosed during any such audit
is the Confidential Information of AutoZone and shall be protected and governed by the terms and
conditions of the Confidentiality Agreement between AutoZone and Vendor.




Fuel Surcharge



Fuel Surcharge based on the weekly index published by Department of Energy applies to all
Logistics/Collect Vendors. Fuel surcharges will be imposed when the national average diesel fuel
price from the Department of Energy (“DOE”) National Diesel Fuel Price Index is greater than or
equal to [*]





MotorCar Parts of America, Inc.




			
	 	 	 
	FMRev. 9/03
	 	Date: 03/31/2009







 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





3











 






AutoZone Parts, Inc.




Shipping Instructions



If Collect, Vendor agrees to use routing which is approved by AutoZone’s Logistics Department.
The Vendor is liable for the excess transportation cost if the designated routing is not
followed. If a Vendor should question the routing selected, the Vendor must call AutoZone’s
Logistics Department before releasing the committed shipment. Call (901)495-6839.




[*]



Shipping Terms



[*]


All Merchandise to be Shipped F.O.B. Destination




O Prepaid (Indicate any requirements to the right)



l Collect




Prepayment Requirements




	 	 	 	 	 
	Pounds

	 	Dollars
	 	Truck
	Units

	 	Cases
	 	Cube
	Pallets
	 	 	 	 





All
collect quotes are subject to renegotiation, as deemed necessary by increases in
transportation related costs. AutoZone will not accept back orders on
regular stock orders.
Regular stock orders shall be handled on a ship or cancel basis.




	 	 	 
	Drop Shipment Terms:
	 	 
	 

	 	 
	Other:
	 	 
	 

	 	 
	Permanent Return Authorization #

	 	                                        To be used to return merchandise shipped in error freight collect.






Payment Terms



[*]





MotorCar Parts of America, Inc.




	 
	FMRev. 9/03	Date: 03/31/2009





 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.






4









 





AutoZone Parts, Inc.




VDP Terms and Conditions



[*]



MotorCar Parts of America, Inc.




	 
	FMRev. 9/03	Date: 03/31/2009






 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





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AutoZone Parts, Inc.




Regular Returns/Recalls/Cores




Return
Privileges      RGA Required

Annual Stock Adjustment [*] of Prior fiscal year’s net purchases.

** Returns will be credited at “Current” Invoice price.




	 	 	 	 	 
	Regular Returns and Recalls

	 	 	 	To Obtain Return Goods Authorization
	RGA Required

	 	Phone:
	 	(800) 890-9988
	Ship back freight prepaid

	 	Address:
	 	2929 California Street
	 

	 	City, State Zip
	 	Torrance, California 90503- USA
	 

	 	Attn:
	 	Lourdes Reinoso
	 

	 	Fax:
	 	(310) 347-4397






	 	 	 	 	 
	NOTE:
Vendor pickup and Collect freight are F.O.B. AutoZone Dock.
	 	 	 	 
	Cores are “banked” In excess of 0.00% of purchases.
	 	 	 	 
	If core banking is handled differently than above, explain:
	 	 	 	 
	Core packaging instructions:

	 	 

	 	 
	 

	 	 	 	 
	Other core limitations or instructions.
	 	 	 	 
	 

	 	 	 	 





	 	 	 
	Address to Ship Returns:

	 	Vendor requirements for routing or classification:
	MotorCar Parts of America, Inc.
	 	 
	2306 Avenue Costa Este
	 	 
	San Diego, California 92154
	 	 
	USA
	 	 
	Attn:
Pedro Hernandez
	 	 
	Phone:
619-489-2300
	 	 






UPC Information



Vendor must be a member of the UPC Council and a list and sample of current UPC codes must be
sent to the Product Manager’s attention prior to purchase of any
products from the vendor.



AutoZone requires both format and manufacturer’s number to match item UPC numbers. Indicate your
UPC Manufacturer’s number(s) below.




	 	 	 	 	 	 	 	 	 
	029175	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	Alternators & Starters	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	Product Line
	 	Product Line
	 	Product Line
	 	Product Line
	 	Product Line





1. Vendor
shall comply with all UCC Standards concerning UPC Symbols and Shipping Container Bar
Coding (ITF).



2. UPC
Symbol Quality: [*]



3. All
full pallets, containing the same SKU, shall have a shipping label with Shipping Container
Bar Codes (ITF).



[*]



VENDOR AGREES TO FURNISH THE FOLLOWING DATA TO AUTOZONE FOR EACH PRODUCT SUPPLIED TO AUTOZONE :





	•	 	Up-to-date AAIA compliant catalog data, databases, graphics, images and product attributes, features and benefits
	 
	•	 	copies of paper catalogs in pdf format
	 
	•	 	cross-reference data
	 
	•	 	product specifications where applicable, and
	 
	•	 	product bulletins and technical service bulletins





[*]



Vendor
shall be solely responsible for notifying AutoZone in writing of
those jurisdictions, including each and every United States state and territory, Canadian province and Mexico state
and each and every subdivision thereof (hereinafter “jurisdictions”), where Vendor’s product(s)
supplied to AutoZone are prohibited or restricted from sale. On an ongoing basis, Vendor
further agrees to be solely responsible for providing AutoZone with all applicable regulatory
requirements as to each product supplied by Vendor to AutoZone for all jurisdictions. Vendor
will promptly update this Information as applicable.




Obsolescence



Parts which are scheduled to be dropped by the Vendor will be indicated in the Vendor catalog
or price sheet [*] month(s) in advance.



[*]






MotorCar Parts of America, Inc.


FMRev.
9/03



Date: 03/31/2009




 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.






6











 





AutoZone Parts, Inc.




EAS Compliance




[*]



Warranties and Representations to AutoZone




By acceptance of an order under this Agreement,
Vendor warrants and represents that (a) as
applicable, products meet or exceed Original Equipment Specifications: (b) the goods will
comply with all specifications contained in the order and will be of comparable quality as all samples
delivered to AutoZone: (c) the goods are not adulterated, misbranded, falsely labeled or
advertised, or falsely invoiced within the meaning of any local, state or federal laws and
amendments thereof now in force: (d) the goods have been labeled, advertised and invoiced in
accordance with the requirements of any and all governmental laws and the respective rules and
regulations thereunder: (e) the goods are properly labeled as to content as required by
applicable Federal Trade Commission Trade Practice Rules, the Fair Labor Standards Act, and similar
laws, rules and regulations: (f) the goods ordered shall be delivered in good and undamaged
condition and shall, when delivered, be merchantable and fit and safe for the purposes for which
the same are intended to be used, including without limitation,
consumer use: (g) the goods do not infringe upon or violate any patent, copyright, trademark, trade name or, without limitation, any
other rights belonging to others: (h) all weights, measures, sizes, legends or descriptions
printed, stamped, attached or otherwise indicated with regard to the goods are true and correct,
and conform and comply with all laws, rules, regulations, ordinances, codes and/or standards
relating to said goods of federal, state and local governments: (i) the goods are not in violation
of any other laws, ordinances, statutes, rules or regulations of the United Sates or any state or
local government or any subdivision or agency thereof; and (j) by shipping and invoicing goods
sold to AutoZone, Vendor warrants and represents that all goods purchased hereunder were produced
in compliance with all applicable requirements of sections 6, 7, and 12 of the Fair Labor Standards
Act, as amended, and of regulations and orders of the U.S. Department of Labor issued under section
14 thereof. In addition to the other warranties and representations contained in this paragraph,
the warranties of the Uniform Commercial Code are specifically incorporated herein. Nothing
contained in this Agreement shall be deemed a waiver of warranties implied by law as may be applied
to AutoZone. Labeling of shipments of products to be distributed in Mexico must comply with
AutoZone’s Mexico Vendor Compliance (Guidelines), as the same may be amended from time to time. Vendor agrees to pay the assessments, liquidated damages and other amounts set forth in
the Guidelines. A copy of the current Guidelines is available to Vendor through VendorNet or upon
request to its AutoZone Category Manager.



Warranty to Customer




[*]



Allowances And Credits



[*]



MotorCar Parts of America, Inc.



FMRev. 9/03 

Date: 03/31/2009





 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





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AutoZone Parts, Inc.


Terms And Conditions


1. Agreement: This Agreement sets
forth the entire agreement between Vendor and Autozone with
respect to the sale and purchase of goods and
supersedes all prior agreements, oral or written. Acceptance of a purchase order may be made only
by shipment of the goods In accordance with that
order and ACCEPTANCE IS EXPRESSLY LIMITED TO ALL OF THE TERMS AND CONDITIONS OF THE ORDER,
INCLUDING ALL
ATTACHMENTS AND SUPPLEMENTAL INSTRUCTIONS DELIVERED THEREWITH, AND TO CURRENT SHIPPING, BILLING AND
ROUTING
INSTRUCTIONS OF AUTOZONE. SHIPMENTS MADE CONTRARY TO AUTOZONE’S ROUTING INSTRUCTIONS WILL BE
CONSIDERED F.O.B.
DESTINATION. Vendor’s Invoice, confirmation memorandum or other writing may not vary the terms of the
Agreement. Vendor’s failure to comply
with each and every term or order shall constitute an event of default and shall be grounds for the
exercise by AutoZone of any of the remedies
provided for in this Agreement.


2. Remedies
on Breach or Default: Failure to comply with each and every term of this Agreement and
each guarantee or warranty herein shall be
grounds for the exercise by Autozone of any one or more of the following remedies: a) cancellation
of all or any part of an order without notice,
including without limitations the balance of any order received on installment; and b) rejection
of all or any part of any shipment by AutoZone, which
may return the goods or hold them at Vendor’s risk and expense. AutoZone’s right to reject and
return or hold goods at Vendor’s expense and risk
shall extend to goods which are returned by AutoZone’s customers for any
reason entitling
AutoZone to reject. AutoZone may, at its option, require
Vendor to grant a full refund or credit to AutoZone of the price actually paid by AutoZone
for such
item in lieu of replacement with respect to any item
which AutoZone is entitled to reject hereunder. Autozone shall be
under no duty to inspect the
goods before resale thereof and notice of rejection shall
be deemed given within a reasonable time if given within a reasonable time after notice of defects
or deficiencies has been given to AutoZone by its
customers. In respect of any goods rightfully rejected by AutoZone, there shall be charged to
Vendor all expenses incurred by AutoZone in (i) unpacking, examining, repacking and storing such goods (it being agreed that in the absence of
proof of a higher expense that AutoZone shall claim an
allowance for each rejection at the rate of 10% of the price for each rejection made by AutoZone)
and (ii) landing and reshipping such goods. When
AutoZone has exercised any of the above remedies, Vendor shall not have the right to make
a conforming delivery within the contract time. In addition
to AutoZone’s remedies provided above, the buyer’s remedies of the Uniform Commercial Code are
specifically incorporated in this Agreement.


3. DELIVERY TIME: THE TIME SPECIFIED ON ORDERS FOR RECEIPT OF GOODS IS OF THE ESSENCE OF THIS
AGREEMENT AND IF
SHIPMENT IS NOT EFFECTED WITHIN THE TIME SPECIFIED. AUTOZONE RESERVES THE RIGHT, AT ITS OPTION
AND WITHOUT
LIMITATIONS, TO CANCEL THE ORDER OR REJECT ANY GOODS DELIVERED AFTER THE TIME SPECIFIED
 and to hold vendor liable for
damages sustained by AutoZone as a result of Vendor’s failure. Notwithstanding AutoZone’s right
to cancel and/or reject goods. Vendor agrees to inform AutoZone immediately of any failure to ship
any part of an order or the exact goods called for on an order on the shipment date specified.
Acceptance of any goods shipped after the specified shipment date shall not be construed as a
waiver of any of AutoZone’s rights resulting from the late shipment.


4. Cancellation:
AutoZone may cancel all or any part of an order at any time prior to shipment. In
addition, in the event any place of business or other
premises of AutoZone shall be affected by lockouts, strikes, riots, war, fire,
civil insurrection,
flood, earthquake or any other casualty or cause beyond
AutoZone’s control, which might reasonably tend to impede or delay the reception, handling,
inspecting, processing or marketing of the goods covered
by an order by AutoZone, its agents or employees, AutoZone may, at its option, cancel all or any
part of the undelivered order by giving written notice
to Vendor which notice shall be effective upon mailing.


5. Set-off. All claims for money
due to vendor and/or to become due from AutoZone shall be
subject to deduction by AutoZone for any set-off or
counterclaim arising out of any order or other agreement with Vendor.


6. Withholding:
AutoZone shall have the right to withhold from payment to Vendor, an amount up to
ten percent (10%) of the then present value of
AutoZone’s inventory of products purchased from Vendor,
against which Vendor credits owed to
AutoZone may be taken. In the event of participation
in Supplier Confirmed Receivable program, an additional withholding may be imposed to cover any
future outstanding credits due AutoZone.


7. Assignment
of Accounts: The Vendor shall provide AutoZone written notice of an assignment,
factoring or other transfer of its rights to receive
payments arising under this Agreement 30 days prior to such assignment, factoring or other transfer
taking legal effect. Such written notice shall
include the name and address of the assignee/transferee, date assignment is to begin and terms of
the assignment, and shall be considered delivered
upon receipt of such written notice by the AutoZone Warehouse
Accounting Manager. Vendor shall be
allowed to have only one assignment, factoring,
or other transfer legally effective at any one point in time. No
multiple assignments, factorings
or other transfers by the Vendor shall be permitted.
Vendor shall indemnify AutoZone against and hold AutoZone harmless from any and all lawsuits,
claims, actions, damages (including reasonable
attorney fees, obligations, liabilities end liens) arising or imposed in connection with the
assignment, factoring, or other transfer of any account or right
arising thereunder where the Vendor has not complied with the assignment notification requirements
of this section. Vendor also releases and waives
any right, claim or action against AutoZone for amounts due and owing under this Agreement where
Vendor did not comply with the notice
requirements of this section. Such notice shall be mailed directly to:


AutoZone Parts, Inc.

Warehouse Accounting Manager

Accounting Dept. 9010

P.O. Box 2198

Memphis. TN 38101


8. Performance
Assignment: Vendor shall not assign the obligation to perform any order or any
part thereof, and AutoZone shall not be obligated to accept a tender of performance by any
assignee, unless AutoZone shall have previously expressly consented in writing to such an
assignment.


9. Vendor
agrees that any credit balance will be paid in cash to AutoZone upon written request.


10. Publicity:
Vendor shall not refer to AutoZone or any company affiliated with AutoZone in
publication form in connection with goods of services
rendered by Vendor without prior written approval of AutoZone.



11. Validity:
No finding that a part of an order or this Agreement is invalid or unenforceable
shall affect the validity of any other part thereof.


12. [*]


13. Safety
& Health: As applicable, Vendor shall furnish AutoZone with Material Safety Data Sheets,
including warnings and safety and health
information concerning the products and/or the containers for such products sold hereunder. Vendor
and AutoZone agree to comply with all applicable
OSHA and EPA requirements concerning hazardous materials.


14. This
Agreement shall be governed by the laws of the State of Tennessee without regard to its
conflicts of laws principles. Jurisdiction and venue
for any lawsuits related to this Agreement shall only be proper in Shelby County, Tennessee.


15. Vendor
hereby grants AutoZone a perpetual license to use its part numbers and parts descriptions
for AutoZone’s business purposes, including,
but not limited to, AutoZone’s electronic catalogues and databases.


16. All
notices shall be deemed received three days after it is sent by certified mail, return
receipt requested, or when actually received by
hand-delivery or overnight courier. All notices shall be sent to
Vendor at aforementioned
address as provided by Vendor on this Agreement or to
AutoZone at the below address:


AutoZone
Parts, Inc.

123 South Front Street, Dept 9009

Memphis, TN 38103
Attn: Executive VP, Merchandising


with a copy to the General Counsel at the same address,
department 8074.


17. Country
of Origin: All packaging and products must be compliant with all applicable federal,
state and other laws and requirements as stipulated by
the Federal Trade Commission (“FTC”)
and other regulatory bodies. Pursuant to the Tariff
Act of 1930 as amended (19 USCA 1304(2007)), U.S.
Customs requires every item imported into the United States to be conspicuously and clearly marked
to indicate its country of origin to the “ultimate
purchaser”. Country of origin affects product admissibility, duty rate, anti-dumping and
entitlement to special duty or trade preference programs.


Vendor must ensure that all of its
 packaging and product has correct country of origin information
which is properly matched and marked in compliance with all
applicable requirements and laws,
Vendor represents and warrants that all packaging and labeling of products supplied under this
Agreement are correct and comply with all laws and regulations. Vendor is responsible for and will
reimburse AutoZone for any costs, expenses and other damages incurred
by AutoZone (i) if product is
improperly packaged or labeled or (ii) relating to any other Country of Origin issues.


MotorCar
Parts of America, Inc.





			
	 	 	 
	FMRev. 9/03
	 	Date: 03/31/2009






 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





8








 





AutoZone Parts, Inc.




[*]



Notice Regarding Price Increases

AutoZone shall be given at least 90 days written notice prior to any price increase.




Indemnification




[*]



Statement of Conduct




AutoZone
will strive to deal with Vendor in an open, honest manner at all times; AutoZone expects
Vendor to do likewise. AutoZone does not allow gifts or other considerations to be provided to any
AutoZone employees except where these are immaterial. Solicitation of a gift of any kind or value,
or the acceptance of gifts in the form of cash or gift certificates in any amount is expressly
forbidden, AutoZone generally discourages its employees from participating in sponsor contests,
trips, recreational outings, etc., which accrue to the benefit of the employee. However, AutoZone
recognizes that those can sometimes provide mutually beneficial business relationships, and such
employees are expressly required to obtain permission from their direct superiors prior to
participating.



MotorCar Parts of America, Inc.



FMRev.
9/03



Date: 03/31/2009




 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.







9












 





AutoZone Parts, Inc.



By the
execution of this Agreement, Vendor agrees to the representations stated above, and on the
preceding pages. Vendor further agrees that AutoZone may rely on these representations in placing
any purchase orders pursuant to information contained in this agreement.



Any changes to this Agreement must be in writing and executed by both parties.



The undersigned in represents and warrants to AutoZone that he/she is fully authorized to execute this
agreement.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Contact 1	 	 	 	 
	Vendor:	 	MotorCar Parts of America, Inc.	 	Name	 	John Foster

	 

	 	 	 	 	 	 	 	Title
	 	VP Marketing

	By:

	 	/s/ Selwyn Joffe 	 	Date:
	 	4/22/09	 	Address:
	 	2929 California Street

	 

	 	 
(Signature of Principal of the Company)
	 	 	 	 	 	 	 	Torrance,

	 

	 	 	 	 	 	 	 	 	 	CA.,

	Print

	 	 	 	Title 	 	CEO	 	 
	 	90503	 
	Name:

	 	Selwyn Joffe 
	 	 	 	 	 	 	 	USA

	 

	 	 	 	 	 	 	 	Phone
	 	(800) 890-9988	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	AutoZone Parts, Inc.	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Contact 2	 	 	 	 
	By:

	 	/s/ [*] 	 	Date: 	 	4/27/09 	 	Name
	 	Tom Sticker

	 

	 	 

(Signature of Product Manager)
	 	 	 	 	 	Title
	 	VP Sales

	 

	 	 	 	 	 	 	 	Address:
	 	2929 California Street

	Print

	 	 	 	 	 	 	 	 	 	Torrance,
	Name:

	 	[*]  
	 	 	 	 	 	 	 	CA.,

	 

	 	 	 	 	 	 	 	 	 	90503	 
	By:

	 	/s/ [*] 	 	Date:
	 	4/27/09 	 	 	 	USA

	 

	 	 

(Signature of Company Officer)
	 	 	 	 	 	Phone:
	 	(800) 890-9988	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Print

	 	 	 	 	 	 	 	Contact 3	 	 

	Name:
	 	[*] 
	 	 	 	 	 	Name 	 	Selwyn Joffe
	 

	 	 	 	 	 	 	 	Title
	 	CEO

	 

	 	 	 	 	 	 	 	Address:
	 	2929 California Street

	By:

	 	/s/ [*] 	 	Date:
	 	4/27/09	 	 	 	Torrance,

	 

	 	 

(Signature of Company Officer)
	 	 	 	 	 	 	 	CA.,

	 

	 	 	 	 	 	 	 	 	 	90503	 
	Print

	 	 	 	 	 	 	 	 	 	USA

	Name:
	 	[*] 
	 	 	 	 	 	Phone:
	 	(800) 890-9988	 
	 

	 	SVP Merchandising 	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	 	 	 	 	 	 	MotorCar Parts of America, Inc.






	 
	FMRev. 9/03	Date: 03/31/2009






 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED
MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.





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