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Corporate Purchase Agreement

 

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Title:

Corporate Purchase Agreement

Entities:

Hewlett-Packard Co.; Richard Gentilini; Vixel Corp

Date:

2003

Size:

Preview shows 10KB of 105KB total

Price:

$52

ID:

#147651

 

 

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CORPORATE PURCHASE AGREEMENT

BETWEEN:
BUYER:
Name: HEWLETT PACKARD CORPORATION
Address: 3000 Hanover St., Palo Alto, California 94304
Contact Name: Richard Gentilini Telephone Number: [...* * *...]
AND:
SELLER:
Name: Vixel Corporation
Address: 11911 North Creek Parkway South, Bothell WA 98011
Contact Name: Kurtis Adams Telephone Number: [...* * *...]

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, BUYER AND SELLER HEREBY AGREE AS FOLLOWS:

SELLER AGREES TO PROVIDE BUYER with the Products, Services, Spares and/or other
materials specifically identified in properly executed schedules of product
deliverables at the applicable Effective Prices and in accordance with the terms
and conditions of this Corporate Purchasing Agreement (the "Agreement") between
the parties, which Agreement consists of (i) this signature page; (ii) the
General Terms for Purchasing, including any amendments thereto; (iii) any
Supplemental Terms of Agreement; and (iv) all Exhibits.

PRODUCTS & SERVICES: The Products purchased under the Agreement shall be more
fully described in the Product Pricing Schedule (Exhibit F) (containing Product
part numbers, descriptions, initial unit prices, and lead-times) as updated from
time to time. The Services acquired under this Agreement shall be more fully
described in the Service Requirements (Exhibit J). Whereas the parties may agree
to purchase other products, spares, and/or services, such products, spares, and/
or services may be added from time to time during the term of the Agreement in a
properly executed Addendum.

PRICES / CHARGES: The prices, fees, charges, and discounts ("Prices") for
Deliverables shall be initially set forth in a Product Pricing Schedule (Exhibit
F). Whereas the parties may agree, from time to time, to update Prices for any
Deliverable, such updated Prices shall be set forth in properly executed Product
Pricing Schedules and shall be the price at which Buyer is entitled to purchase
such Deliverables from Seller ("Effective Price") for the period of time
specified therein ("Pricing Period"). The Effective Price for any Deliverable,
shall be that which is contained in the most recently executed Product Pricing
Schedule.

AGREEMENT TERM: EFFECTIVE DATE: June 24, 2002
END DATE (OF INITIAL TERM): June 24, 2005

Notwithstanding anything to the contrary, the Agreement is not a requirements
contract and does not obligate Buyer to purchase any minimum quantity of
Deliverables but only establishes the terms and conditions for such purchases if
and when Buyer submits Orders in accordance with the Agreement. Capitalized
terms used on this signature page that are defined elsewhere in the Agreement
and shall have the meaning as there defined.

IN WITNESS WHEREOF, THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE EXECUTED
THIS AGREEMENT WHICH SHALL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE WRITTEN
ABOVE.

SELLER: VIXEL CORPORATION, INC. BUYER: HEWLETT PACKARD CORPORATION

By: /S/ Kurtis L. Adams By: /S/ Richard Gentilini
------------------------- ----------------------------------
(Authorized Signature) (Authorized Signature)

Name: Kurtis L. Adams Name: Richard Gentilini
(Typed or Printed) (Typed or Printed)

Division: Division: Network Storage Solutions
(Optional) (If Corporate, Identify Commodity
Area - If Site, Identify Location)

Date: May 9, 2003 Date: May 9, 2003

CORPORATE PURCHASING AGREEMENT
GENERAL TERMS - FINISHED GOODS

The following general terms and conditions ("General Terms") and any amendments
hereto form part of the Corporate Purchase Agreement (the "Agreement") between
Buyer and Seller (collectively, the "parties") as identified on the signature
page of the Agreement. Subject to the provisions of these General Terms, Buyer
may elect to purchase goods, materials and/or services (individually or
collectively referred to as "Deliverables") from Seller. The Effective Date and
the End Date of the Agreement together with the contact persons of the parties
and their respective addresses for notice, are also identified on the signature
page of the Agreement.


CPA# 1312-11502 HP CONFIDENTIAL PAGE 1
{PAGE}

1.0 PURPOSE

It is intended by the parties that the provisions of the Agreement,
including these General Terms, shall govern any purchase and sale of
the Deliverables including, as applicable, the Products, Spares,
Services, or other materials set forth in a Schedule of Deliverables
forming part of the Agreement.

2.0 DEFINITIONS

In addition to terms defined elsewhere in the Agreement, capitalized
terms used herein shall have the meanings set forth below:

2.1 "Affiliate" means, with respect to Buyer or Seller, any other legal
entity controlling, controlled by, or under the common control with
Buyer or Seller. As used in this definition, the term "control" means
the possession, directly or indirectly or the power to direct, or
cause the direction of the management and policy of the controlled
entity. Where solely for the purposes of buying Product on behalf of
Buyer, and subject to Seller's credit approval, "Affiliate" shall also
mean (i) any OEM subcontractor of Buyer buying on behalf of Buyer, and
(ii) any subcontractor or contractor of Buyer buying on behalf of
Buyer, and Sections 3.0 (Orders) and 7.0 (Payment) of this agreement
shall apply. For the avoidance of doubt, it is understood that such
purchasing entities ("Distribution Affiliates") shall not be deemed
Affiliates for the purpose of the indemnities by Seller in Section 6
or any other obligations of Seller apart from the provisions of
Sections 3.0 (Orders) and 7.0 (Payment). Prior to acceptance as a
Distribution Affiliate, such entity must enroll with Seller and HP by
signing a separate agreement with Seller and shall be bound by all
provisions of such agreement.

2.2 "Attachments" means any document or exhibit thereof that is mutually
agreed to by the parties and is used to provide additional information
and/or different terms and conditions relating to the Agreement.
Attachments may include, but is not limited to schedules, amendments,
addenda, and any other document that is mutually agreed upon by the
parties and incorporates by reference the General Terms for
Purchasing.

2.3 "Business Day" means a day on which commercial banks and foreign
exchange markets settle payments in New York City, U.S.A.

2.4 "Business Continuity" - shall mean continuation of the critical
business functions of the business so that goods and services shall
continue to be provided to Buyer without interruption or essential
change.

2.5 "Business Continuity Plan" - Shall mean a plan that sets out the
process for developing advanced arrangements and procedures to enable
an organization to respond to any event (whether foreseeable or not)
in such a manner that Business Continuity is achieved.

2.6 "Buyer Furnished Items" means any raw materials, components, tools,
products, equipment, documentation, services, and/or any other items
to be provided by Buyer to Seller including, but not limited to any
buyer-owned materials identified in any applicable Ownership of
Materials Exhibit (Exhibit B), Order, or in any other Attachment
forming part of the Agreement.

2.7 "Buyer Products" means those Products manufactured, marketed,
distributed and/or otherwise made available by Buyer to Buyer's
customers, which may include hardware and software proprietary to
Buyer and/or Buyer's suppliers, including, without limitation, the
Products acquired from Seller under this Agreement.

2.8 "Change Order" means any written document or any written or electronic
Orders prepared, properly authorized, and issued by Buyer and accepted
by Seller, to identify changes to an existing Order previously
accepted by Seller for Deliverables. A Change Order will typically
contain the Applicable Purchase Order number or electronic Order
number affected, a Change Order number, and a Change Order date
signifying the effective date of the change(s). The Change Order may

 

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