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Exhibit 10.16    
    


 
 

Reseller Agreement & Account Application    
    


        This Agreement is made and entered into by and between Network Printing Solutions Ltd whose principal office and place of business is, IBEX House,
162-164 Arthur Road, Wimbledon Park, London SW18 8AQ, England and herein after referred to as NPS and 



	Company Name:	 	Minolta Europe GmbH
	Address:	 	Minoltaring 11

D-30855 Langenhagen
	

Country:	
 	

Germany







        Hereinafter
referred to as "Buyer". NPS and Buyer agree that the terms and conditions of this Agreement shall govern the sale of certain NPS Products to Buyer. 


1.     AGREEMENT TERMS


The
"Effective Date" of this Agreement is 


1st
August 2001 


The
Expiration date of this Agreement is: 


«1st
August 2006» 


        The
Term of this Agreement is the period of time between the Effective Date and Expiration Date, inclusive. At the end of the initial twelve month term, the Agreement shall continue in
full force and effect, upon the same terms and conditions provided herein, until one or the other party provides a written 90-day notice of cancellation. 


        Either
party shall have the right to terminate this Agreement prior to the Expiration Date, effective upon a 30-day written notice to the other party in the event that
(a) the other party shall become insolvent or shall be adjudicated as bankrupt, or shall petition for or consent to any relief under any bankruptcy reorganisation or moratorium statute, or
(b) the other party shall neglect or fail to perform or observe any of its obligations under this Agreement. 


        The
expiration or termination of this Agreement shall not operate to terminate any Purchase Orders still outstanding after the termination of this Agreement, and the terms and conditions
of this Agreement shall apply to such Purchase Orders, if any, until payment for shipments of Product against such Purchase Orders has been made. 



2.     DEFINITIONS  


        "Products" as used in this Agreement shall mean equipment sold by Network Printing Solutions Ltd. as set forth in attached Exhibit A. The term
"Unit" as used in this Agreement shall mean one (1) of any such Product. "Purchase Orders" from Buyer, to be eligible for inclusion under this Agreement, must be accepted by Network Printing
Solutions Ltd during the Term of this Agreement, must reference this Agreement and must specify at least a partial shipment of Product from Network Printing Solutions Ltd to Buyer within
90 days of the Purchase Order date. Network Printing Solutions Ltd and Buyer agree that any terms and conditions accompanying a Purchase Order under this Agreement shall be subordinate
to the terms and conditions of this Agreement. 


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        The
term "On Order" shall refer to Products not yet shipped to Buyer for which a Purchase Order has been issued to Network Printing Solutions Ltd by Buyer and accepted by Network
Printing Solutions Ltd. 


        "Confidential
Information" means proprietary information not generally known about Network Printing Solutions Ltd or Buyer, including but not limited to information relating to
research, plans manufacturing, engineering, marketing, and selling, including information furnished by other parties with whom Network Printing Solutions Ltd or Buyer has a confidential or
business relationship, or any information designated by either party as confidential or proprietary. 


        "Day"
shall mean one (1) calendar day unless specified otherwise. 


3.     PRICES



        Buyer
agrees to purchase from Network Printing Solutions Ltd, and Network Printing Solutions Ltd agrees to sell to Buyer, the Products listed in Exhibit A, according
to the quantity discount schedule in Exhibit A, during the Term of this Agreement, and any extended month-to-month terms, as described in Paragraph 1. 


3.1   PRICE INCREASES


        Network
Printing Solutions Ltd reserves the right to execute price changes of the Products by giving a thirty-day written notice to Buyer, and Buyer agrees that it
will accept subsequent price changes. Such price changes, if any, shall apply to all Purchase Orders issued under this Agreement 30 days after notification of the price change by Network
Printing Solutions Ltd. 


3.2   TAXES


        Prices
under this Agreement are exclusive of Value Added Tax "V.A.T." 


4.     SHIPMENT


        Network
Printing Solutions Ltd agrees, subject to circumstances beyond its control, to ship Products thirty (30) days or earlier following receipt of a Purchase Order.
Buyer agrees that a price premium may apply on Products ordered by it specifying shipment within fifteen (15) days if such shipment schedule is met by Network Printing Solutions Ltd. Any
such premium shall be agreed upon at time of order placement. 


        Shipment
of Products under this Agreement shall be from Network Printing Solutions Ltd Factory, with destination as specified by individual Purchase Orders. Shipping charges shall
be paid by Buyer, with risk of loss passing to Buyer, upon delivery of the Products to a carrier at Network Printing Solutions Ltd plant. The Buyer is responsible for such risk of loss or
damage during shipment, and for insurance against such shipment risks. 


5.     Payment



        Payments
from Buyer to Network Printing Solutions Ltd under this Agreement shall be due and payable within thirty (30) days from date of a non-disputed invoice. 


        In
the event that a non-disputed invoice is not paid when due, Network Printing Solutions Ltd will notify Buyer of such deficiency. If such deficiency is not corrected
within the fifteen (15) day period beginning with the day notice of the deficiency is received by Buyer, Buyer will not be granted the quantity discount on that invoice. Network Printing
Solutions Ltd may, at its sole discretion, withhold future shipments, regardless of any acceptance or acknowledgement by Network Printing Solutions Ltd of any Purchase Order from Buyer,
for failure to make prompt payment of non-disputed invoices. 


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5.1   ACCEPTANCE


        Buyer
is responsible for the timely inspection of the Products sold to it under this Agreement, and unreasonable delays in inspection shall not constitute an excuse for delays in
payment. Inspections may be made at Buyer's plant or, at Buyer's option, at Network Printing Solutions Ltd plant. Any Product not rejected within thirty (30) days following shipment
shall be deemed accepted, provided Buyer received the Product 28 days or less following shipment. If inspection at Network Printing Solutions Ltd plant is chosen, such must be noted on
the applicable Purchase Order, and Buyer agrees to provide inspection personnel at Network Printing Solutions Ltd' plant, at Buyer's expense, upon ten (10) days notice to Network
Printing Solutions Ltd. 


5.2   DEFECTIVE PRODUCT



        If,
during inspection, a Product is found to be defective by Buyer and factory repair or replacement of the Product is required, Buyer agrees to notify Network Printing
Solutions Ltd and obtain authorization for return of the Product to Network Printing Solutions Ltd according to the procedure set forth in the attached Exhibit C, Network Printing
Solutions Ltd Factory Maintenance Procedure. 


6.     WARRANTY


        Network
Printing Solutions Ltd warrants, to Buyer, that any new Product sold by Network Printing Solutions Ltd shall be free of defects in material and workmanship, and
shall conform to applicable specifications contained in the applicable Product's documentation. 


        THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND OF ANY OTHER TYPE, WHETHER
EXPRESS OR IMPLIED. 


6.1   CONSEQUENTIAL DAMAGES


        Network
Printing Solutions Ltd shall not be liable for consequential damages to Buyer, or any subsequent purchaser, user, or any other persons resulting from the possession or use
of a Network Printing Solutions Ltd product, and Buyer shall not be liable to Network Printing Solutions Ltd for any such consequential damages. 


7.0   NETWORK PRINTING SOLUTIONS LTD EMERGENCY FACTORY SUPPORT:


        Telephone
and FAX technical support, both during regular business hours (8 AM - 5 PM, Monday - Friday, except company holidays), and at other hours by a pager system. Refer to exhibit
"A" for pricing 


8.0   PRODUCT CHANGES



        Network
Printing Solutions Ltd reserves the right, without prior approval from or notice to Buyer, to make changes to Products (a) which do not affect form, fit, functional
interchangeability, or performance at a higher level of assembly, or (b) when required to do so for purposes of safety or government regulations. Change documentation will be provided to Buyer
at least 30 days in advance of implementation into production deliveries by Network Printing Solutions Ltd. 


9.0   EXPORTS


        Buyer
understands and agrees that export of Network Printing Solutions Ltd Products is subject to certain restrictions promulgated by laws and regulations of the United Kingdom.
Buyer agrees that it will abide by such laws and regulations and will provide Network Printing Solutions Ltd with such 


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information
as it may require from time to time in order to insure compliance with such laws and regulations. 


10.0     NON-DISCLOSURE



        Network
Printing Solutions Ltd and Buyer acknowledge that Confidential Information may be furnished by one party to the other party from time to time in the performance of this
Agreement. 


        Network
Printing Solutions Ltd and Buyer agree that they will not disclose such Confidential Information to other persons or organizations without prior permission in writing,
unless required by law or made publicly known by a third party not subject to this Agreement. Under no circumstances shall either Network Printing Solutions Ltd or Buyer be required to utilize
or disclose Confidential Information owned by a third party in the performance of this Agreement. Furthermore, Network Printing Solutions Ltd and Buyer agree that the Confidential Information
will be used only for its intended purposes. These provisions shall survive termination of this Agreement. 


        In
the event Buyer is to resell or lease Products to third parties, permission is granted by Network Printing Solutions Ltd to reproduce or incorporate documentation normally
provided by Network Printing Solutions Ltd to its customers, as may be required for the installation, operation, and service of the Products. 



        The
normal documentation provided by Network Printing Solutions Ltd is as follows: 



	1.
	Product
Data Pack



	2.
	Demonstration
CD 




11.0     INDEMNIFICATION


        Network
Printing Solutions Ltd shall indemnify Buyer against claims of any third party for infringement of any Trademark, Patent, Copyright, or other Intellectual property right
by the Product(s). Should a suit or any such proceeding be brought against Buyer based on a claimed infringement, and Buyer gives prompt notice in writing to Network Printing Solutions Ltd,
then Network Printing Solutions Ltd shall defend (at Network Printing Solutions Ltd expense) and hold Buyer harmless from any such suit. 


        Remedy:
In case of a final court awarded injunction enjoining Buyer's or Buyer's customer's use of the Products, Network Printing Solutions Ltd shall either (a) replace the
Products with non-infringing equivalent products; (b) obtain a license for continued use of the Products by Buyer and Buyer's customers; (c) modify the Products so as to
render them non-infringing; or (d) accept return of infringing Products and refund the purchase price. 


        The
preceding shall not apply to any Product or part of a product manufactured to Buyer's design or to the use of any Product furnished hereunder in conjunction with any other product in
a combination furnished by one party to the other party as part of this Agreement. With respect to any such Product, part, or use in combination with other products, Network Printing
Solutions Ltd assumes no liability whatsoever for patent or copyright infringement and Buyer agrees to hold Network Printing Solutions Ltd harmless against any infringement claims
arising therefrom. 


        The
foregoing states the entire liability of Network Printing Solutions Ltd for patent or copyright infringement by said Products or any part thereof. 


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12.   NOTICE AND AMENDMENTS


        All
notices and amendments to this Agreement shall be in writing and shall be addressed to the parties as follows: 



	 If to Network Printing Solutions Ltd:	 	If to Buyer:
	
 Network Printing Solutions Ltd	
 	

Minolta Europe Gmbh
	

IBEX House,

162-164 Arthur Road

Wimbledon Park

London SW19 8AQ, England

Telephone: +44 (0)208-879-7745	
 	

Minoltaring 11

D- 30855 Langenhagen

Germany

Tel: +49 (0)511/7404-406
	

Attn:	
 	

 	
 	

Attn:	
 	

 
	 	 	
	 	 	 	

	 	 	Contract Administrator	 	 	 	Contract Administrator





13.   GENERAL PROVISIONS


        This
Agreement supersedes and cancels all previous agreements between the parties hereto and represents the sole and complete understanding and contract between them. 



	 Network Printing Solutions Ltd	 	«Company»
	

 	
 	

 	
 	

 	
 	

 
	

Signed:	
 	

Signed:
	
By	
 	

 	
 	

By	
 	

 
	 	 	
	 	 	 	

	

Printed

Name	
 	

 	
 	

Printed

Name	
 	

 
	 	 	
	 	 	 	

	

Title	
 	

 	
 	

Title	
 	

 
	 	 	
	 	 	 	

	

Date	
 	

 	
 	

Date	
 	

 
	 	 	
	 	 	 	





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Exhibit 10.16


Reseller Agreement & Account Application