ANY MARKET FOR AN UNINTERRUPTIBLE POWER
SUPPLY WITHIN THE HIGHWAY TRANSPORTATION, TRAFFIC AND INTELLIGENT TRAFFIC
SYSTEMS INDUSTRY, INCLUDING ALL MARKETS CURRENTLY SERVED BY CUSTOMER AND THE
SUBSIDIARIES OF CUSTOMER'S PARENT COMPANY AS OF THE DATE HEREOF, INCLUDING
RAILROAD INTERSECTIONS AND AIRPORT GROUND TRAFFIC CONTROL.
G.
"TERM" MEANS THE PERIOD OF TIME COMMENCING ON THE DATE HEREOF AND
ENDING ON MAY 31, 2008.
2.
PURCHASE AND SALE.
A.
DURING THE TERM, ON THE TERMS CONTAINED HEREIN, SUPPLIER AGREES
TO SELL TO CUSTOMER, AND, SUBJECT TO SECTION 5 HEREOF, CUSTOMER AGREES TO
PURCHASE FROM SUPPLIER, ALL OF SUPPLIER'S REQUIREMENTS FOR MODULES AND
CABINETS.
NOTWITHSTANDING THE FOREGOING, CUSTOMER WILL NOT BE OBLIGATED TO
PURCHASE, AND SUPPLIER WILL NOT BE OBLIGATED TO SELL, MORE THAN 31,250 MODULES
DURING THE TERM.
B.
THE PURCHASE PRICE OF EACH MODULE SHALL BE THE COST THEREOF, PLUS
$80.
NO MORE FREQUENTLY THAN ONCE A QUARTER AND AT ITS EXPENSE, CUSTOMER
MAY INSPECT SUPPLIER'S BOOKS AND RECORDS TO CONFIRM SUPPLIER'S COST.
C.
THE PURCHASE PRICES OF CABINETS SHALL BE THE PRICES CHARGED BY
SUPPLIER FROM TIME TO TIME, WHICH PRICES WHICH SHALL BE COMPETITIVE WITH THOSE
CHARGED BY OTHER VENDORS SELLING SIMILAR PRODUCTS, BASED UPON THE QUANTITIES
ORDERED FOR THE PARTICULAR CABINETS, THE TIMES OF DELIVERY, THE SPECIFICATIONS
AND OTHER FACTORS WHICH INFLUENCE THE COST OF CABINETS.
3.
WARRANTIES .
SUPPLIER WARRANTS TO CUSTOMER THAT ALL PRODUCTS
SOLD TO CUSTOMER WILL: (I) BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP; (II)
MEET ALL DESIGN AND UL CRITERIA SET FORTH ON THE DRAWINGS; (III) CONFORM TO THE
SPECIFICATIONS THEREFOR; AND (IV) CONFORM WITH ALL APPLICABLE MARKING AND
LABELING REQUIREMENTS.
SUPPLIER MAKES NO OTHER WARRANTIES WITH RESPECT TO
PRODUCTS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CUSTOMER
SHALL PROMPTLY NOTIFY SUPPLIER OF ANY SUSPECTED BREACH OF SUPPLIER'S WARRANTIES
WITHIN A REASONABLE PERIOD OF TIME FOLLOWING CUSTOMER'S DISCOVERY THEREOF.
PRODUCTS MAY NOT BE
2
RETURNED BY CUSTOMER WITHOUT WRITTEN RETURN MATERIAL AUTHORIZATION FROM
SUPPLIER.
FOR A PERIOD OF ONE YEAR FOLLOWING SUPPLIER'S SHIPMENT THEREOF TO
CUSTOMER, SUPPLIER SHALL, AT ITS OPTION, REPAIR OR REPLACE ALL PRODUCTS WHICH
FAIL TO CONFORM TO THE WARRANTIES SET FORTH IN THIS SECTION 3.
4.
OTHER REQUIREMENTS.
A.
CUSTOMER SHALL PURCHASE PRODUCTS FROM SUPPLIER BY PLACING
SPECIFIC PURCHASE ORDERS THEREFOR WITH SUPPLIER.
EACH PURCHASE ORDER SHALL
SPECIFY THE TYPES AND QUANTITIES OF PRODUCTS TO BE PURCHASED PURSUANT THERETO,
AND SHALL SET FORTH THE EXPECTED DELIVERY DATES THEREOF, WHICH SHALL BE NOT
EARLIER THAN 15 DAYS AFTER THE DATE ON WHICH SUCH PURCHASE ORDER HAS BEEN
PLACED.
B.
SUPPLIER WILL MARK ALL PRODUCTS SOLD TO CUSTOMER WITH UNIQUE
SERIAL NUMBERS TO FACILITATE IDENTIFICATION OF SUCH PRODUCTS.
C.
SUPPLIER WILL MAINTAIN AT LEAST TWO MONTHS PROJECTED INVENTORY OF
MODULES AT ITS PREMISES SO AS TO ASSURE DELIVERY TO CUSTOMER WITHIN FIFTEEN
DAYS.
UPON THE EXPIRATION OF THE TERM, CUSTOMER WILL PURCHASE ALL SUCH MODULES
FROM SUPPLIER (BUT NOT IN EXCESS OF TWO MONTHS' PROJECTED SUPPLY), ON THE