EX-10.4 16 file010.htm PURCHASE AGREEMENT



                                                                    Exhibit 10.4


Confidential Treatment is requested.
Confidential Portions indicated by "[***]" have been omitted and filed
separately with the Securities and Exchange Commission.


                               PURCHASE AGREEMENT


Between
Seiko Instruments GmbH, Siemensstrasse 9, D-63263 Neu-Isenburg,

                                             - hereinafter referred to as "SIG"-

and

RCM LTD, 7 Imber Street, Petach Tikva, Israel,

                                             - hereinafter referred to as "RCM"-

and

Lipman Electronic Engineering Ltd., 11 Ha'amal Street, Park Afek,
Rosh Ha'ayin, Israel,

                                         - hereinafter referred to as "LIPMAN"-.





                                   PREAMBLE:



Lipman requires for its production Thermal Printer Modules, produced by the
group of SIG and delivered to LIPMAN by RCM, the representative of SIG in
Israel. SIG and LIPMAN wish to build up the contractual basis for a global
cooperation and seek to establish a strategic partnership that is of benefit for
both of them. Therefore, the parties agree on the following:








Lipman Purchase Agreement






                                       I.
                               PREFERRED SUPPLIER


LIPMAN hereby commits, that for all its existing and future products that
require Thermal Printer ("TP"), it will use exclusively Seiko Instruments Inc.
("SII") TP, provided RCM is in a position to deliver the required quantities and
modifications. SIG undertakes to make its best efforts to provide these
quantities to RCM.


                                      II.
                             MOST FAVOURED CUSTOMER


SIG and RCM will treat LIPMAN as a "most favoured customer", and will grant
LIPMAN "best possible prices" for TP based on LIPMAN'S yearly forecast for each
TP model (attached hereto as ANNEX 1).


                                      III.
                 FORECAST, "BEST POSSIBLE PRICE", PRICE REVIEW


"Best possible price" in the meaning of this Agreement cannot be understood as
the absolute lowest market price but as the lowest price granted related to the
quantities ordered by LIPMAN through RCM in the respective year based on the
annual estimate (ANNEX 1). The forecast is binding  on SIG after written
agreement of SIG that it is actually in a position to deliver the requested
quantities. Such a written consent shall be issued by SIG within 15 days after
receiving the forecasted quantities from LIPMAN. SIG is obliged to confirm the
forecast and the orders based on it, if sufficient production capacities with
SII are available.

LIPMAN undertakes to purchase the forecasted quantities of a four month forecast
within an 8 months period.




Lipman Purchase Agreement              2





At the end of each calendar year, the parties to the Agreement will review the
prices based on the forecast for the coming year and the actual quantities
delivered in the foregoing year. The actual valid buying prices of LIPMAN for
each mass production product are mentioned in ANNEX 2. ANNEX 1 & 2 shall be
amended periodically.


                                      IV.
                                  TERMINATION


Each party to this Agreement shall have the right to terminate this Agreement at
the end of each calendar year by prior written notice of at least three months
but not before end of 2005. Upon termination of this Agreement for any reason,
LIPMAN will be obligated to accept and pay for all the quantities of TP that
have been forecasted for the remaining duration of the Agreement (year end). SIG
is obligated to supply those quantities during the same period to RCM. RCM
undertakes to supply these quantities to LIPMAN. If no notice of termination has
been made, the Agreement will automatically extend for another year.


                                       V.
                                 MISCELLANEOUS


Any agreements made between two of the parties are not affected provided the
regulations of these agreements are not in contradiction to this Agreement.

This Agreement shall be governed by the Laws of Switzerland, Canton Zurich.







Lipman Purchase Agreement              3






IN WITNESS THEREOF, the parties have executed the agreement by their duly
authorised representatives, effected as of June 1, 2003.



Seiko Instruments GmbH                     RCM LTD.



/s/ Frank Kuhn                             /s/ Eddie Wiegenfeld
--------------------------                 ---------------------------
Authorised Signature                       Authorised Signature




Frank Kuhn                                 Eddie Wiegenfeld
--------------------------                 ---------------------------
Printed Name                               Printed Name




Managing Director                          President
--------------------------                 ---------------------------
Title                                      Title




Lipman Electronic Engineering Ltd.



/s/ Roy Neuman
--------------------------
Authorised Signature




Roy Neuman
--------------------------
Printed Name




Executive Vice President
--------------------------
Title



Lipman Purchase Agreement              4





                                    ANNEX 1
                As of 1st of July 2003 until 31st December 2003




LIPMAN'S ROLLING FORECAST

See attached example of Lipman's weekly updated rolling forecast.

Lipman shall provide regular rolling forecast information on each TP model being
used in mass production. Forecasted period shall cover at least 6 months and it
shall be revised on a weekly basis. The first 3 weeks are considered to be firm
order.

Additionally Lipman will provide an annual estimated quantity for each TP model.




















                       Appendix Lipman Purchase Agreement





                                    ANNEX 2
                As of 1st of July 2003 until 31st December 2003



The prices to Lipman under this Agreement for each TP model will be as follows;


                 PRODUCT                         PRICE
                 -------                         -----

         LTP1245R-C384                          [***]USD
         LTP1245R (longer cable)                [***]USD
         LTPA245E-384                           [***]USD
         LTPA245E (longer cable)                [***]USD


Above prices are valid after existing orders have been fully executed.

















                       Appendix Lipman Purchase Agreement