exv10w14



 






Exhibit 10.14






SUPPLIER MANAGED INVENTORY AGREEMENT




	 	 	 
	(“Exabyte”)

	 	(“Seller”)
	EXABYTE CORPORATION

	 	SINGAPORE SHINEI SANGYO
	1685 38th Street

	 	31 Joo Koon Circle,
	Boulder, CO 80301

	 	Jurong Town, Singapore 629108
	ATTN.: Gerri Siebenaller

	 	ATTN.:Mr. Patrick Tay
	 
	 	 
	PHONE:

	 	PHONE:





Exabyte has established a Supplier Managed Inventory Program (“SMI”) whereby subject to the
terms and conditions of this Agreement, Seller agrees to supply Product (defined in Exhibit A) to
Exabyte’s designated SMI warehouse in order to meet Exabyte’s production schedule. Exabyte and
Seller agree that Exabyte’s purchase and Seller’s sale of Product is subject to the terms and
conditions set forth in this Supplier Managed Inventory Agreement (“Agreement”).









1. DEFINITIONS

“Product Lead Time Model” as set in forth Exhibit A and attached hereto defines the lead
time(s) for Seller to acquire certain raw materials for its manufacture of Product and specifies
the number of days needed by Seller to manufacture Product for delivery to Exabyte.



2. PURCHASE ORDER

For invoicing and payment purposes only, Exabyte shall issue a purchase order or a blanket purchase
order to Seller to cover a specific time period during which the purchase order is effective.



3. PLANNING SCHEDULE

On a monthly basis, Exabyte shall issue to Seller a twelve (12) month rolling forecast (as
specified in Exhibit B). This forecast shall serve as Seller’s authorization to acquire material
and build Product in accordance with the Product Lead Time Model. Seller shall apply any overage
resulting from a forecast towards Exabyte’s future requirements.



Exabyte is not liable for any Product manufactured or materials purchased beyond what is stated in
the forecast and according to the attached Product Lead Time Model.



4. REPLENISHMENT SCHEDULE

In order to meet Exabyte’s demand for Product, Seller shall maintain the agreed upon quantity of
Product at Exabyte’s designated SMI warehouse location. Seller is responsible for monitoring
Product quantity levels and shall replenish Product according to Exabyte’s consumption report. Upon
Seller’s request, Exabyte will monitor inventory levels and provide a shipment schedule to Seller
for replenishment purposes.



Unless otherwise agreed, quantities delivered in excess of the agreed upon replenishment quantity
as stated in the Product Lead Time Model shall be returned to Seller at its expense.



5. DELIVERY

For all shipments TIME IS OF THE ESSENCE. Seller maintains title for Product until Exabyte pulls
Product for its consumption. Seller agrees to specify the carrier’s invoice number on its invoice
to Exabyte when freight charges are prepaid.



In the event Exabyte is noted as the importer of record on commercial shipping documents, Seller
shall provide all applicable information including but not limited to, a copy of the air bill
tracking that indicate the freight costs.



6. RECEIVING

Product containers will be subject to a visual inspection upon receipt to note any exterior
damage. Additionally, Product may be inspected to ensure that it meets the applicable Product
specification. If Product is visibly damaged, or does not meet the applicable Product
specification, Product will be quarantined. Seller will be immediately notified and such Product
will be disposed of in accordance with Seller’s instructions.



Any quantity discrepancies shall be noted on the warehouse receiving documentation and reported to
Seller.



7. INVOICING AND PAYMENT

Prices for Product are set forth in i) Exabyte’s current purchase order to Seller or ii) the
purchase agreement in effect between the parties.



Seller may issue an invoice for Product when Exabyte pulls such Product for its consumption.
Exabyte will make available its daily consumption report to Seller via a mutually agreed upon
format.



Payment in full is due thirty (30) days from the date Exabyte pulls Product for its
consumption.



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SUPPLIER MANAGED INVENTORY AGREEMENT




In the event Product is not pulled within sixty (60) days of receipt by Exabyte, Seller shall
notify Exabyte and any such Product will then be invoiced and payment shall be due within thirty
(30) days from the date of Seller’s invoice.



8. CANCELLATION

Exabyte may cancel a purchase order or a blanket purchase order, in whole or part, at any time upon
written notice to Seller specifying the extent of the cancellation. In the event Exabyte cancels
any purchase order or blanket purchase order, Exabyte shall not be responsible for any payments
beyond what is stated in the Product Lead Time Model.



9. TERMINATION

Exabyte may terminate this Agreement at any time without cause by providing ten (10) days prior
written notice. Purchase Orders issued prior to termination shall survive unless otherwise
cancelled.



In the event Exabyte terminates this Agreement for any reason, Exabyte shall not be responsible for
any payments beyond what is stated in the Product Lead Time Model.



10. INVENTORY AND SECURITY

Exabyte shall maintain a separation of Product from the goods of Exabyte and other third parties
until pulled for Exabyte’s consumption. Exabyte shall not cause any lien or charge of any third
party to attach to the Product.



During the term of this Agreement, Seller may request access to the facilities where Seller’s
Products are located for inspection purposes. In order to fulfill Seller’s auditing requirements,
Seller may request Exabyte to provide a letter to Seller detailing the quantity of Product at
Exabyte’s SMI warehouse.



Exabyte agrees to take reasonable measures to secure and protect Seller’s Products from loss or
damage that are under Exabyte’s control and stored at Exabyte’s SMI warehouse. Such measures shall
include the same degree of care that Exabyte utilizes to protect its own products.



11. INSURANCE

For Exabyte’s SMI warehouse where Product is located, Exabyte shall maintain in full force and
effect, or self-insure at its option, during the term of this Agreement commercial general
liability insurance with coverage limits of not less than one- million dollars ($1,000,000) per
occurrence and employer’s liability insurance and worker’s compensation insurance as required by
law. At Seller’s request, Exabyte shall provide Seller with a certificate of insurance evidencing
the insurance coverage required under this Section and naming Seller as additional insured.



Seller shall at its own expense, maintain the customary insurance for Product.



12. LIMITATION OF LIABILITY

IN NO CASE SHALL SELLER BE ENTITLED TO OR EXABYTE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING
LOSS OF PROFIT, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF
THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT, EVEN IF EXABYTE HAS BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.



13. ENTIRE AGREEMENT

The entire agreement between the parties concerning this subject consists of this Agreement and any
documentation exchanged hereunder, the Purchase Order Standard Terms and Conditions and if
applicable, the Purchase Agreement. This document constitutes our complete agreement and replaces
all prior oral or written communications between the parties regarding the subject matter hereof.
In the event of any conflict between this Agreement and the documents referenced herein, the order
of precedence shall be: First, the terms and conditions of this Agreement, then, the Purchase
Agreement, then, the Purchase Order Standard Terms and Conditions.



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SUPPLIER MANAGED INVENTORY AGREEMENT



This Agreement does not imply any commitment to purchase products or services by Exabyte. The
United Nations Convention on International Sale of Goods does not apply. If any part of this
Agreement is found to be invalid or unenforceable in any respect, the validity, legality and
enforceability of any such part shall in every other respect and the remainder of this Agreement
shall continue in effect. Any disputes arising under this Agreement shall be decided by state or
federal courts in Boulder or Denver County, State of Colorado. The Parties consent to the
jurisdiction and venue of such courts.



IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized
representatives, effective as of the last date signed below,                                          (“Effective Date”).




	 	 	 	 	 	 	 	 	 
	 

	 	For EXABYTE CORPORATION:
	 	 
	 	 	 	For SELLER:
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Farouk Al-Nasser
	 	 	 	By:
	 	/s/ Patrick Tay
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President and General Manager
	 	 	 	Title:
	 	Sales Manager
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	24 January 2001
	 	 	 	Date:
	 	18 January 2001
	 

	 	 
	 	 	 	 	 	 





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SUPPLIER MANAGED INVENTORY AGREEMENT




EXHIBIT A

PRODUCT LEAD TIME MODEL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Raw Material	 	 	 	 	 	 	 	 	 	 	Product	 
	Part Description	 	Lead Time	 	 	Unit Cost	 	 	% of Unit Cost	 	 	Replenishment	 
	1004784 — EZ 17 Chassis Black LVD
	 	 	 	 	 	$	743.02	 	 	 	 	 	 	 	 	 
	1004768 — EZ 17 Chassis Pearl White
	 	 	 	 	 	$	726.82	 	 	 	 	 	 	 	 	 
	1004757 — EZ 17 Chassis Pearl White LVD
	 	 	 	 	 	$	743.41	 	 	 	 	 	 	 	 	 
	1004778 — EZ 17 Chassis Black
	 	 	 	 	 	$	726.82	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1006235 — Generic Blackbird Chassis Assy
	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 
	1005067 — Generic Raven Chassis Assy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1007513 — Raven Picker Assy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1007514 — Blackbird Picker Assy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Comments:



 



 



 




	 	 	 	 	 	 	 	 	 
	EXABYTE CORPORATION	 	 	 	CUSTOMER
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Farouk Al-Nasser
	 	 	 	By:
	 	/s/ Patrick Tay
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President and General Manager
	 	 	 	Title:
	 	Sales Manager
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	24 January 2001
	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 





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SUPPLIER MANAGED INVENTORY AGREEMENT




EXHIBIT B

Forecast




	 	 	 	 	 
	13-week rolling PO	 	3 month by month	 	9 month by quarter
	Provided weekly by EXBT

	 	Provided monthly by EXBT
	 	Provided monthly by EXBT
	 
	 	 	 	 
	Can be blanket PO

	 	 
	 	Used for capacity planning






	 	 	 	 	 	 	 	 	 
	EXABYTE CORPORATION	 	 	 	CUSTOMER
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Farouk Al-Nasser
	 	 	 	By:
	 	/s/ Patrick Tay
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President and General Manager
	 	 	 	Title:
	 	Sales Manager
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	24 January 2001
	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 






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