These excerpts taken from the AAPL 10-K filed Dec 19, 2003.
2.1 This Term Sheet is for the purpose of communicating certain relevant terms and conditions of the Agreement to the Designee. It may not contain all terms applicable to Products purchased by a Designee, and if there is any conflict or ambiguity between this Term Sheet and the Agreement, the Agreement will govern.
2.2 Apple may add Attachments to this Term Sheet to communicate Product-specific terms and conditions, such as Product descriptions, IBM part numbers, Apple part numbers, minimum order quantities, shipment pack quantities, Purchase Order Lead Times and prices, to the Designee. Such an Attachment may include additional or differing terms and conditions from the Term Sheet, however such terms and conditions will apply only to that Attachment. Such Attachments may also include any specifications agreed to by Apple and IBM applicable to the specific work tasks (Services) or Product under that Attachment. In the event of a conflict or ambiguity between an Attachment to this Term Sheet and any other document, the Attachments terms and conditions govern only as to the Attachment.
2.3 Except for Product part numbers, Product descriptions (e.g. 1 GHz microprocessor), prices, quantities, bill-to locations, ship-to locations, shipping instructions (limited to preferred carrier, carrier account number, and expedited shipping method, if any), and Scheduled Shipment Dates, any other terms and conditions on Purchase Orders and Sales Acknowledgements are void and replaced by the Agreement.
2.4 Apple may, in a writing provided to IBM, name one or more agents who are authorized by Apple to issue Purchase Orders for Products with Apple part numbers, receive, reschedule or cancel deliveries of such Products ordered pursuant to such Purchase Orders, process warranty claims related to such Products and pay for such Products and any associated freight costs (Designees). Designees are not authorized to act for Apple in any other capacity or to bind Apple in any other respect whatsoever. Prior to giving notice to IBM appointing a Designee, Apple and the Designee will have executed an appropriate agreement establishing the limited agency described in this Section, establishing that the Designee is not a third party beneficiary of the Agreement, protecting the confidentiality of any terms or conditions of this Term Sheet, as well as any Confidential Information that may be disclosed to the Designee (as that term is defined in the Confidentiality Agreement (Mutual), Agreement No. X1329, as amended, signed by IBM and Apple with an effective date of April 1, 1999), and securing such Designees agreement to be bound to the terms and conditions set forth herein. No Designee may receive Confidential Information prior to executing an agreement with the party disclosing the Confidential Information to the Designee, such agreement including restrictions on nondisclosure and nonuse at least as stringent as those restrictions in Agreement No. X1329. Each Designee shall be subject to all of the obligations and responsibilities of Apple under the Agreement with respect to the terms and conditions in this Term Sheet. Apple may withdraw a Designee by providing IBM ten (10) days prior written notice; and thereafter the Designee will no longer be
[**] = information redacted pursuant to a confidential treatment request. Such omitted information has been filed
separately with the Securities and Exchange Commission.
authorized to purchase Product on Apples behalf or perform any other of the tasks described in this Section.
2.5 Notwithstanding any other provision hereof, for US sales (sales for which IBM ships to the Designee and title transfers within the United States), the contract of sale for Products purchased under this Agreement will be between IBM and in the case of Designees, Apple. For non-U.S. sales (sales for which IBM ships to the Designee with shipment and title transfer outside of the United States), the contract of sale for Products purchased under this Agreement will be between the IBM Related Company that will supply the Products (the Plant) and in the case of Designees, Apple. It is agreed that all such Purchase Orders will incorporate the terms and conditions of the Agreement whether expressly referenced or not and will only be accepted subject to the terms and conditions of the Agreement. Purchase Orders will be accepted by the Plant when it issues the Sales Acknowledgment accepting the Purchase Order, thereby creating the contract of sale for the Products.
2.6 Any purchase order submitted by a Designee during the term of this Agreement (whether or not it references this Agreement) for products or services from IBMs Microelectronics Division shall be subject to and governed by the terms and conditions of this Agreement, unless: (i) there is another signed, written agreement in place between IBM and the Designee with respect to the subject matter of such purchase order; or (ii) the product or service was ordered by a Designee for use in or in connection with its own or another customers product and not in an Apple-branded product. The foregoing shall be in effect regardless of whether Apple and IBM have executed any Attachment to the Agreement specific to the Products, or Services ordered. If no such Attachment has been executed, then the terms and conditions of the Attachment most recently executed by Apple and IBM shall control, except with respect to those matters which are uniquely applicable to the specific Product or Service in question (such as specific NRE charges, Product pricing, specific Items and IBM deliverables, Product names and descriptions, Purchase Order Lead Times, and Forecasts).
2.2 Apple may add Attachments to this Term Sheet
2.3 Except for Product part numbers, Product
2.4 Apple may, in a writing provided to
[**] = information redacted pursuant to a confidential
separately with the Securities and Exchange
2.5 Notwithstanding any other provision
2.6 Any purchase order submitted by a