exv10w1





EXHIBIT 10.1




	 	 	 	 	 
	

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







 




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



MotorCar Parts of America, Inc.




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






1









 






AutoZone Parts, Inc.




Advertising/Promotions/Allowances





None  Performance  Expenditure
 Other




	 	 	 
	Qualified Promotions:

	 	Indicate how Funds are Earned:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




Invoice
Prices [*] Net of the following allowances or
credits. [*] Before the
following allowances or credits. 

are:



Billbacks
are Calculated on: [*] Based on
Gross Purchases. [*] Based on Net Purchases.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	How Paid	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Explain calculation	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	sequence of allowances	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	using 1 for the first, 2 for	 	 
	Allowance	 	%	 	Dollar	 	Special Instructions	 	the second, in each box.	 	When Paid
	Freight Allowance

	 	 	[*]	 	 		[*]	 	 	 	 	Off Invoice
	 	[*]
	Freight Allowance

	 	 	[*]	 	 		[*]	 	 	Vendor Direct
Product specific
inbound freight
costs incurred each
AutoZone fiscal
year.
	 	Credit Memo
	 	[*]
	Promotional 

Allowance

	 	 	[*]	 	 		[*]	 	 	Major/Minor 02/14
only. Specifically
for costs incurred
to promote
AutoZone’s
Commercial/DIY
business.
	 	Credit Memo
	 	[*]
	VendorNet Fees

	 	 	[*]	 	 		[*]	 	 	 	 	Credit Memo
	 	[*]
	Volume Discount

	 	 	[*]	 	 		[*]	 	 	[*] Cost
Reduction Effective
until [*].
	 	Credit Memo
	 	[*]
	Volume Discount

	 	 	[*]	 	 		[*]	 	 	[*] Cost
Reduction Effective
[*].
	 	Credit Memo
	 	[*]
	Promotional

	 	 	[*]	 	 		[*]	 	 	SKU #352086, 352087,
	 	Credit Memo
	 	[*]
	Allowance

	 	 	 	 	 	 	 	 	 	 352089,
352090 and 310933.
Specifically for
costs incurred to
promote AutoZone’s
Commercial/DIY
business.	 	 	 	 
	Advertising 

Allowance

	 	 	[*]	 	 		[*]	 	 	Product specific
radio promotions
aired during each
AutoZone fiscal
year
	 	Credit Memo
	 	[*]
	Display/Endcap 

Allowance

	 	 	[*]	 	 		[*]	 	 	Labor hours/fixture

cost for product

specific placement

on
POG/FOG/off-shelf

roll-out during

each AutoZone

fiscal year
	 	Credit Memo
	 	[*]
	New Store 

Allowance

	 	 	[*]	 	 		[*]	 	 	 	 	Credit Memo
	 	[*]






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.






Comments:
Effective May 1, 2009 there will be a [*]. All purchase orders and return authorizations issued on
or after May 1, 2009 will reflect [*]. This [*] reflects AutoZone’s participation [*].







 





			
	[*]

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





MotorCar Parts of America, Inc.




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






2









 





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 [*] per gallon. AutoZone’s fuel surcharge is [*] per mile for each [*] increase in
the national diesel fuel index. This rate is intended to be representative of the [*].




Calculation of Fuel Surcharges on AutoZone Collect Orders;





	1.	 	The fuel surcharge per mile will be calculated weekly and applied to loads shipped during that
week.
	 
	2.	 	The amount of the fuel surcharge per mile will be determined in accordance with the [*]
	 
	3.	 	A base fuel price of [*] per gallon will be used.
	 
	4.	 	Rand McNally’s [MileMaker] Software, Version 18 Short, will be used to determine mileage.
	 
	5.	 	Applicable fuel surcharges during each of AutoZone’s fiscal periods (usually 4
weeks) will be calculated at the end of the period and deducted from invoices
payable.
	 
	6.	 	For truckloads and intermodal (rail) shipments direct from vendor location to DC, fuel
surcharge will be assessed on all miles form the vendor location to DC.
	 
	7.	 	For Less-Than-Truckload (LTL) crossdock shipments and LTL crossdock intermodal shipments,
fuel surcharge will be assessed on






	 	a.	 	All miles from vendor location to the facing DC, and
	 
	 	b.	 	For the crossdock movement from facing DC to final DC based on the percentage of vendor’s
product weight and assumption that a crossdock shipment is at a maximum of 30,000 lbs.





 




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



MotorCar Parts of America, Inc.




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







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.




     Indicate all of your shipping points, committed load time, and backhaul rates to each of
those destinations.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Committed	 	Backhaul
	AutoZone
Distribution Centers	 	Vendor shipping point	 	Lead Time	 	Rate
	Ontario

	 	1800 S. Wineville Ave.; Ontario, CA. 91761-3666
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	Lavonia

	 	11533 Georga Hwy. #17; Lavonia. GA. 30553
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	Lexington

	 	77 Rush St.; Lexington, TN 38351
	 	Torrance, CA/San, Diego, CA
	 	[*]	 		[*]	 
	Danville

	 	800 N. Lynch Rd.; Danville, IL 61834
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	Whse 20 —Hazleton

	 	402 Stony Creek Road; Hazleton, PA 18202
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	Dallas

	 	2350 Airport Rd.; Terrell, TX 75160
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	Phoenix

	 	7502 W. Washington; Tolleson, AZ 85353-3123
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	Zanesville

	 	2110 Sonora Rd.; Zanesville. OH 43701
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 
	VDP

	 	N/A
	 	Torrance, CA/San Diego, CA
	 	[*]	 		[*]	 






Shipping Terms



Logistics
Vendor guarantees to ship at a minimum fill rate of [*] will
be billed back on
the order.



Non Logistics Vendor guarantees to ship at a minimum fill rate of [*] within committed lead time
or [*] will be billed back on the order. Vendor agrees to have product delivered to the
designated AutoZone location within one hour window of scheduled delivery time. Rescheduling or
wait time in excess of one hour will result in penalty of [*] per
load, per occurrence.




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



ALL
DATING SHALL BEGIN AT THE DATE OF RECEIPT OF THE GOODS AT
AUTOZONE’S DOCK. ON ALL PROX
(PROXIMO) DATINGS, GOODS RECEIVED AFTER THE 24TH OF ANY MONTH
SHALL BE PAYABLE
AS IF RECEIVED IN THE FOLLOWING
MONTH. INVOICES SHOULD BE MAILED ON THE SAME DAY GOODS ARE SHIPPED AND SHALL DATE FROM AUTOZONE’S
RECEIPT OF THE GOODS. INVOICES CONSIDERED PAID AS OF DATE MAILED, AUTOZONE ADHERES TO A BEST OF
TERMS PAYMENT POLICY.




1. [*]




2.
[*] Number of days until “NET” payment is due




3. [*] Net days




4. Split Payment and Other Terms:




5.
[*]



AutoZone
Purchase Order terms are as follows: [*]



 


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



MotorCar Parts of America, Inc.




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





4









 





AutoZone Parts, Inc.




VDP Terms and Conditions



Vendor acknowledges receipt of AutoZone’s VDP Program Vendor Guidelines (VDP Guidelines) and agrees
to the terms set forth therein. AutoZone reserves the right to modify the VDP Guidelines at any
time without notice to the Vendor. The VDP Guidelines are incorporated herein by reference.



For purposes of this VDP section:





	 	•	 	“EDI” shall mean electronic data interchange as defined in the Electronic Data Interchange
Trading
Partner Agreement (“EDI Agreement”) between the parties.
	 
	 	•	 	“PO” shall mean a purchase order as transmitted to Vendor by AutoZone via EDI.
	 
	 	•	 	“ASN” shall mean advance shipping notice transmitted to AutoZone by Vendor via EDI.
	 
	 	•	 	“Carrier” shall mean FedEx Corporation, Airborne Express, UPS or other such express carrier as
agreed between the parties in writing.




Vendor shall transmit a dedicated minimum inventory agreed between Vendor and AutoZone or transmit
all open inventory information:



By 9:00 p.m., Central Time, to AutoZone via EDI at one of the times as stated below:





	 	•	 	Daily for all available parts;
	 
	 	•	 	The transmission shall be in accordance with the VDP EDI map #846 as outlined in the VDP
Guidelines.




Vendor further agrees to transmit inventory information or any required ASNs in accordance with
program guidelines and such information will be in a timely and accurate fashion.



AutoZone will transmit and make available via EDI any purchase orders (“POs”) to Vendor between the
hours of 7 a.m. and 10 p.m., Central Time. Vendor shall receive POs up to the time agreed by
AutoZone and the Vendor (“Vendor Cut-Off Time”). Vendor shall ship all items ordered on POs
received prior to the Vendor Cut-Off Time via the Carrier the same day of receipt unless otherwise
agreed to in writing by the parties. All such shipments shall be sent to the AutoZone store stated
in the P.O. Prior to 9:00 p.m., Central Time, Vendor shall transmit an ASN to AutoZone confirming
shipment of the goods ordered.



Vendor shall pay all costs/expenses incurred by AutoZone or any carrier to correct any shipping
errors caused by Vendor. Shipping errors shall include, but not be limited to, shipping the wrong
product, shipping a product to the wrong address, or failure to follow shipment instructions of
AutoZone or any carrier. Additionally, a $25 administrative fee will be imposed on Vendor for each
error that causes AutoZone or any carrier to incur incremental cost.



Upon request by AutoZone, Vendor shall enter into an agreement with an overnight air carrier of
AutoZone’s choice (“Carrier Agreement”), which shall remain in effect until termination VDP
relationship.



 


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



MotorCar Parts of America, Inc.




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






5









 





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: Vendor agrees that AutoZone will be damaged if Vendor [*]



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


UPC and other Package Changes: Vendor agrees to notify AutoZone [*] any package changes, additions or changes in bar codes or
associated container quantities. Vendor agrees that AutoZone will be damaged if
Vendor fails to notify AutoZone in a timely manner of such changes. Since such damages would be difficult to calculate, Vendor
shall pay to AutoZone, as liquidated damages not as a penalty, [*] where Vendor failed to notify AutoZone in a timely
manner.



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




Updates will be provided to AutoZone by Vendor as they become available, to be no less than
once per year. Vendor agrees that updates will be provided at least [*] prior to each
product’s selling season as determined by AutoZone. Vendor will work with AutoZone to ensure the
electronic catalog is consistantly up-to-date.



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.



Autozone can return these parts [*] as approved on Return Goods
Authorizations.




 




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





MotorCar Parts of America, Inc.


FMRev.
9/03



Date: 03/31/2009





6











 





AutoZone Parts, Inc.




EAS Compliance




AutoZone utilizes various product protection devices and fixtures (hereinafter “PPDs”) including,
but not limited to, Electronic Article Survelliance, on a chainwide basis as a shoplifting
deterrent. Vendor agrees that, upon request from AutoZone, Vendor
will, at [*] cost and in
accordance with AutoZone standards, purchase and affix PPDs, as determined necessary by AutoZone to
any and/or all of its products delivered to AutoZone. AutoZone may at any time with [*]
notice, which notice may be given by fax, electronic mail or writing, as AutoZone may deem
necessary, add or remove products supplied from Vendor from its list of products requiring PPDs. In
the event Vendor fails to affix PPDs to product as required by AutoZone after such notice period,
(i) Vendor shall pay to AutoZone, as liquidated damages and not
as a penalty, [*] and (ii) Vendor will (a) provide the
proper PPDs and (b) reimburse AutoZone for [*].



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




Categories Under Limited Warranty:       [*]




Limited
Warranty means that the Vendor will [*].



Categories Under Lifetime Warranty:       [*]




Lifetime
Warranty means that the Vendor will [*].



Allowances And Credits




	 	 	 
	Allowance in lieu of defective merchandise credits. (See page 3 for how and when paid.) 

Allowance/Defective Merchandise Credits:

 

	 	
Defective merchandise returns will be credited at [*].
	 
	Defective merchandise will be shipped “Prepaid” with return freight billed back to the Vendor. 

Returns are F.O.B. AutoZone.
	 	 
	Vendor will allow Automatic Return Authorization for Defectives:

	 	No
	Permanent RA#
	 	 
	 
	If automatic return is not possible, AutoZone must be able to secure return authorization over the
telephone. An “800” number should be provided in the space to the right or the Vendor must accept
AutoZone’s collect call.

	 	(800) 890-9988
	 
	How Handled:
	 	 
	 

	 	Defectives will be returned to the
Distribution Center and returned to the vendor or destroyed per RGA instructions






 





			
	[*]

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





MotorCar Parts of America, Inc.



FMRev. 9/03 

Date: 03/31/2009





7









 






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. Samples: All samples will be supplied to AutoZone on a [*] basis.


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.



 


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



MotorCar
Parts of America, Inc.





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





8








 





AutoZone Parts, Inc.




Price
[*]




Vendor
shall [*]. In the event that prior to the final shipment under any
order [*]. In the event AutoZone shall become
entitled to [*]. The prices to AutoZone include all taxes
whether or not set forth separately. If any manufacturer’s excise or other similar or different
taxes are paid on the goods and if such tax, or any part thereof, is refunded to Vendor, then
Vendor shall immediately pay AutoZone the amount of such refund. In the event that a court or
regulatory agency or body finds that the prices on an order are in excess of that allowed by any
law or regulation of any governmental agency, the prices shall be automatically revised to equal a
price which is not in violation of said law or regulations. If AutoZone shall have made payment
before it is determined that there has been a violation, Vendor shall promptly refund an amount of
money equal to the difference between the price paid for the goods and price which is not in
violation of said regulations.



In the event Vendor invoices AutoZone at a price that
 is different than the price agreed to by
both parties, AutoZone will [*].


Notice Regarding Price Increases

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




Indemnification




Vendor shall protect, defend, hold harmless and indemnify AutoZone from and against any and all
claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless,
fraudulent or false, arising out of any actual or alleged infringement of any patent, trademark or
copyright by any of Vendor’s products supplied to AutoZone hereunder, other than actions for
infringement of trademarks owned by AutoZone that AutoZone directs to be used by Vendor on any
products.



Vendor shall protect, defend, hold harmless and indemnify AutoZone from and against any and all
claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless,
fraudulent or false, arising out of any allegation, finding, and/or determination that the products
supplied to AutoZone hereunder are in violation of any law, ordinance, statute, rule, and/or
regulation of the United States, Canada, Mexico or any state, province, territory or local
government or any subdivision or agency thereof.



Vendor shall protect, defend, hold harmless and indemnify AutoZone from and against any and all
claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless,
fraudulent or false, arising out of any allegation, finding, and/or determination that the Vendor
has failed to either (i) provide AutoZone with all applicable regulatory requirements for all
jurisdictions or (ii) notify AutoZone of jurisdictions where products are prohibited or restricted
from sales.



Vendor shall defend, hold harmless and indemnify AutoZone from and against all suits,
claims, losses, costs and expenses, even if such claims are groundless, fraudulent or false,
arising out of any actual or alleged injury or death to any person, damage to any property or any
other damage or loss, resulting in whole or in part from any alleged or actual defect in any
products supplied to AutoZone by Vendor (including any display devices or pallets) including
improper construction or design of said products or the failure of said merchandise to comply with
Vendor’s specifications or warranties, or arising out of any law, governmental administrative
order, rule or regulation. Vendor’s duties and obligations created herein shall not be limited by
AutoZone’s extension of the Warranty to Customer as stated in this Agreement, except to the extent
that AutoZone grants a warranty to its customers in excess of that agreed by the Vendor as stated
in the Warranty to Customer.



In the event that a court of competent jurisdiction, arbitrator, or other neutral third party
acceptable to both AutoZone and Vendor, finds comparative fault or negligence on the part of
AutoZone with respect to any products delivered to AutoZone by Vendor, or as the parties may
mutually agree, AutoZone shall reimburse Vendor for its pro-rata share of any losses, costs, fines
and expenses that were incurred by Vendor including reasonable attorney’s fees and expenses of
investigation.



If at anytime in the defense of a claim or suit, either party becomes aware of a conflict of
interest between Vendor and AutoZone, it shall immediately notify the other party in writing
specifically stating the nature of the conflict, and the facts in support of the finding of a
conflict of interest. At that time AutoZone shall have the option of hiring its own counsel to
represent its interests. Should AutoZone hire its own counsel due to a conflict of interest and
should AutoZone be found by a court of competent jurisdiction, arbitrator, or other neutral third
party acceptable to both Vendor and AutoZone to be without fault related to the product in
question, then Vendor shall reimburse AutoZone for any and all costs and expenses that were
incurred by AutoZone, including reasonable attorney’s fees and expenses of investigation.



AutoZone
specifically reserves the right to hire its own counsel in any matter at its own cost and
expense.



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.




 





			
	[*]

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




MotorCar Parts of America, Inc.



FMRev.
9/03



Date: 03/31/2009





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 	 	 	 	 	 	 
	 	 	 





 


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



MotorCar Parts of America, Inc.



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







10