Supply Agreements ▼

SUPPLY AGREEMENT

This Supply Agreement (the Agreement) is made as of March 31, 2003 (the Effective Date) by and between SEARS, ROEBUCK AND CO., a New York corporation (Sears) with offices at 3333 Beverly Road, Hoffman Estates, Illinois 60179, and Easco Hand Tools, Inc., a Delaware corporation with offices at 125 Powder Forest Drive, Simsbury, Connecticut 06070 (Easco) , Lea Way Handtool Co., Ltd., a corporation formed under the laws of the Republic of China with offices at 288 Hou Tswang Road, Pei Twen District, Taichung, Taiwan (Lea Way), and Jessie & J Co., Ltd., a Hong Kong corporation with offices at Rm 1010, Tower A, Hung Hum Commercial Center, 39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong (Jessie & J), collectively doing business as Danaher Tool Group. Easco, Lea Way and Jessie & J are collectively referred to herein as Seller.

In consideration of the mutual covenants and promises this Agreement contains and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       VENDOR AGREEMENT.

This Agreement is a Vendor Agreement pursuant to the Universal Terms and Conditions between Seller and Sears of even date herewith (the UTC).  The UTC, including the Vendor Information Guide (as supplemented and modified by Sears, the Vendor Guide, provided that no supplement or modification to the Vendor Guide that results in additional obligations of or costs to Seller shall be effective against Seller if Seller objects to it in writing to Sears within 60 days after Sears e-mails notice of such supplement or modification to registered users of the Sears Business Exchange) incorporated into the UTC by reference, is incorporated into this Agreement.  References herein to the Vendor Guide will mean the domestic Vendor Information Guide with respect to Domestic Products and the International Vender Information Guide with respect to Import Products.  This Agreement will control over the UTC in case the terms of this Agreement are contradictory to or inconsistent with the terms of the UTC.  All capitalized terms used but not defined herein will have the meaning ascribed to them in the UTC.

2.                                       DEFINITIONS, SUPPLY AND PURCHASE OBLIGATIONS; PURCHASE ORDERS; FORECASTS; ACCEPTANCE.

2.1.                              Definitions.

(a)                                  Mechanics Hand Tools shall mean sockets (excluding impact sockets), ratchets, wrenches, adapters, extension bars, nutdrivers, hex keys, torque wrenches,

        THIS SUPPLY AGREEMENT ("Agreement") is entered into by Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 ("Company") and Andrew Corporation, a Delaware corporation with offices at 10500 West 153^rd Street, Orland Park, Il 60462 ("Supplier").

        WHEREAS Company and Company's affiliated entities, as defined in the clause ORDERING COMPANIES, desire to purchase from Supplier on an as-ordered basis (subject to the minimum purchase obligations set forth in the clause PURCHASE TARGET) certain products and services ("Products and Services") further described below and,

        WHEREAS Supplier desires to sell to Company such Products and Services, as ordered from time to time by Company, in accordance with the terms and conditions set forth below.

        NOW THEREFORE, in exchange for mutually beneficial consideration, the sufficiency of which is hereby acknowledged, Company and Supplier agree as follows:

1.    EFFECTIVE PERIOD OF AGREEMENT

        The effective period of this Agreement shall commence on October 1, 2002 and shall, except as otherwise provided in this Agreement, continue in effect thereafter through September 30, 2006 ("Term"). Expiration of this Agreement shall not affect the obligations of either party to the other under Orders accepted pursuant to this Agreement prior to such expiration.

2.    TERMINATION OF PRIOR AGREEMENTS OR ORDERS

        This shall constitute a termination of the FS Corp. Supply Agreement ("FS Agreement") entered into by and between Lucent Technologies Inc. and FS Corp. dated June 1, 2001. Termination of the aforementioned FS Agreement shall not affect the obligations of either party to the other under the Orders accepted pursuant to the FS Agreement prior to such termination. Terms and conditions of the FS Agreement that should be expected to survive shall survive such termination.

3.    ORDERING COMPANIES

        Company or any affiliated corporation, partnership, or venture, both U.S. and foreign (collectively, Ordering Companies), as may be designated in writing by Company, may order under this Agreement provided such Ordering Company is found to be creditworthy pursuant to credit reporting measurements and in the reasonable opinion of Supplier. An affiliated corporation, partnership, or venture is an entity, a majority of whose voting stock or ownership interest is owned directly or indirectly by Company or who is under the control of or common control with Company. Any contract or Order issued under this Agreement will be a contractual relationship between the Ordering Company and Supplier and Supplier shall look only to the applicable Ordering Company for performance of the Ordering Company's obligations under such contract or Order.

        Company reserves the right to enable certain designated Company subcontractors or suppliers, which are not in the business of manufacturing products or equipment competitive with Products provided under this Agreement, the opportunity to purchase Products at the prices set forth in this Agreement, subject to Supplier's approval, which approval shall not be unreasonably withheld. As a result, Company may authorize in writing to Supplier and Supplier agrees in writing to sell and/or ship Products to such approved Company subcontractors or suppliers. Any Order issued by a Company subcontractor or supplier will be a contractual relationship between Supplier and such subcontractor or supplier, and Supplier shall look only to such subcontractor or supplier for performance of its respective obligations under such Order unless otherwise agreed in writing between Company and Supplier. Any purchase by Ordering Companies or Company's subcontractors or suppliers, if and when