OEM AGREEMENT.doc

OEM AGREEMENTThis OEM Agreement (“Agreement”) made as of this day of 1,April, 2001,by and between MINOLTA Co., Ltd., a corporation organized under the law of Japan, having its principal place of business at Osaka Kokusai Building, 3-13, 2-chome, Azuchi-Machi, Chuo-ku, Osaka, 541-8556, Japan (hereinafter “MINOLTA”), and Nanjing Fujitsu Computer Products Co., Ltd., a corporation organized under the laws of China, having its principal place of business at No. 100, Dongjingting, Nanjing, Jiangsu Province, China (hereinafter “Nanjing Fujitsu”)1. DefinitionsAs used in this Agreement, the following terms shall have the following meanings:1.1 Party or Parties “Party” or “Parties” shall mean Minolta and/or Nanjing Fujitsu.1.2 Product “Product” shall mean the laser printer (MINOLTA PagePro 1100L) conforming to the Specifications as Exhibit A1.3 Accessories/Consumables “Accessories” and “Consumables” shall mean those accessories, options, imaging cartridges and similar or related items designed, developed and manufactured for use with or in the Product are more specifically identified in Exhibit B1.4 Parts “Parts” shall mean the spare parts for the maintenance or service of the Goods (as hereinafter defined) which are listed in the Parts List provided by MINOLTA from time to time.1.5 Goods “Goods” shall mean Products, Parts, Accessories and Consumables collectively.1.6 FCA “FCA” shall have the meaning ascribed to such term in the 1990 edition of the Guide to Incoterms published by ICC Publishing, Inc., which definition is incorporated herein by reference as if more fully set forth at length.1.7 Order “Order” shall mean a written purchase order for Goods delivered to MINOLTA by Nanjing Fujitsu.2. Obligation of Sale and PurchaseA. MINOLTA shall sell to Nanjing Fujitsu and Nanjing Fujitsu shall purchase from MINOLTA all Goods, ordered under Section 4, during the term of this Agreement, upon the terms and conditions hereinafter set forth.B. MINOLTA hereby grants a non-exclusive world-wide right to sell the Product.3. PricesA. Product delivered hereunder shall be quoted in USD, and the Product (MINOLTA PagePro 1100L ) price is FOB H.K. 180USD.B. Consumables delivered hereunder shall be quoted in USD, and the prices are as follows:Toner: FOB H.K. 36.5 USDDrum: FOB H.K. 25 USD4. OrdersOrders by Buyer for each Goods shall be made as follows:4.1 Order Procedure On or before the 20th day of each month, Nanjing Fujitsu shall deliver to MINOLTA a purchase schedule (“Schedule”) for the next succeeding four (4) calendar months. The first month of each Schedule shall represent firm purchase orders not subject to withdrawal or change as provided herein. The remaining portion of the schedule (Second-Fourth months) shall represent forecasts of Buyers anticipated purchases of Products, which shall be subject to the limited changes.4.2 Delivery Lead time The standard delivery lead time of Goods will be three (3) months after receipt of order.4.3 Acknowledgement/Confirmation Procedure MINOLTA shall acknowledge each such Schedule within ten (10) business days after receipt thereof. MINOLTA shall be conclusively presumed to have acknowledged and accepted all Schedules which it fail to acknowledge within ten (10) business days after receipt thereof. Nanjing Fujitsu shall send purchase order within ten (10) business days after the receipt of acknowledgement of 3rd month in the Schedule.5. PaymentPayment by T/T: Payment to be effected by the Buyer not later than 60 days after receipt of the shipping documents specified in Section 9.6. Delivery6.1 Delivery DateA. For each shipment MINOLTA shall, 60 days before the date of shipment, advise Nanjing Fujitsu by fax/telex of the contract number, name of Goods, quantity, value, number of package, gross weight and measurements and date of readiness at the port of shipment in order for Nanjing Fujitsu to book shipping space.B. Immediately the Goods are completely loaded, MINOLTA shall fax/telex to notify Nanjing Fujitsu of the contract number, name of Goods, quantity, gross weight, invoice value, name of the carrying vessel and the date of sailing.C. In case of delayed delivery, except for force majeure cases, MINOLTA shall pay to Nanjing Fujitsu for every week of delay a penalty amounting to 0.5% of the total value of the Goods whose delivery has been delayed. Any fractional part of a week is to be considered a full week. The total amount of penalty shall not, however, exceed 5% of the total value of the Goods involved in late delivery and is to be deducted from the amount due to MINOLTA by the paying bank at the time of negotiation, or by Nanjing Fujitsu directly at the time of payment. In case the period of delay exceeds 10 weeks after the stipulated delivery date Nanjing Fujitsu have the right to terminate the contract but MINOLTA shall not thereby be exempt from the payment penalty.6.2 Risk of LossA. MINOLTA shall be liable for any dead freight or demurrage consequence upon their failure to have the Goods ready for loading after the carrying vessel has arrived at the port of loading in time.B. MINOLTA shall bear all expenses and risks involved in the handling of the Goods before they pass over the vessels rail and are released from the tackle, whereas all expenses involved in the handling of the Goods after they have passed over the vessels rail and have been released from the vessels tackle shall be for the Nanjing Fujitsus account.6.3 PackagingA. To be packed in new strong wooden cases suitable for long distance ocean transportation and well protected against dampness, moisture, shock, rust and rough handling. MINOLTA shall be liable for any damage to the Goods on account of improper packing and for any rust damage attributable to inadequate or improper protective measures taken by MINOLTA, and in such case or cases any and all loses and/or expenses incurred in consequence thereof shall be borne by MINOLTA.B. On the surface of each package, the package number, measurements, gross weight, net weight, the lifting positions, such cautions as “DO NOT STACK UP SIDE DOWN”, “HANDLE WITH CARE”, “KEEP AWAY FROM MOISTURE” and the following shipping mark shall be stencilled legibly in fadeless paint: Nanjing FUJITSU, CHINA7. INSPECTION7.1 Inspection MINOLTA shall inspect Goods prior to the delivery to Nanjing Fujitsu in accordance with MINOLTAs standard procedure.7.2 AcceptanceA. Within 90 days after arrival of the Goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Agreement except those claims for which the insurance company or the owners of the vessel are liable, Nanjing Fujitsu shall, on the strength of the Inspection Certificate issued by the Commodity Inspection Bureau, have the right to claim for replacement with new Goods or for compensation, and all the expenses (such as inspection charges, freight for returning the Goods and for sending the replacement, insurance premium, storage and loading and unloading charges, etc.) shall be borne by MINOLTA.B. Within the guarantee period stipulated in Section 9 hereof should the quality and/or specifications of the Goods be found not in conformity with the Agreement stipulations, or should the Goods prove defective for any reasons, including latent defect or the use of unsuitable materials, Nanjing Fujitsu shall arrange for an inspection to be carried out by the Bureau and have the right to claim MINOLTA on the strength of the inspection certificate issued by the Bureau.C. Any and all claims shall be regarded as accepted if MINOLTA fails to reply within 30 days after receipt of Nanjing Fujitsus claim.8. WARRANTYA. MINOLTA shall warrants (i) that each Product at the time of delivery meets and will perform in accordance with the MINOLTAs specifications as described in Exhibit A. (ii) that, subject to the Exhibit A, each Product shall be free from defects in design, material or manufacture for a period of one (1) year from the date of delivery of such Product, and (iii) that at the time of delivery, title to all Products purchased by Nanjing Fujitsu under this Agreement shall be free and clear of all liens, encumbrance, security interest or other legitimate claims which may impair the title.B. The warranty under this Section 8 shall not apply to any defects to Product caused by improper handling, abnormal use, misuse, negligence, accidents or other similar reasons not attributable to Seller.9. DocumentationMINOLTA shall present the following documents to the Nanjing Fujitsu.1. Full set of Negotiable Clean on Board Ocean Bills.2. Invoice in quintuplicate, indicating contract number and shipping mark.3. Packing List in duplicate with indication of both gross and net weights, measurements and quantity of each item packed.4. Certificate of Quality and Quantity/Weight and Testing Report, each in duplicate, issued by the manufactures.5. One copy of fax/telex to advise the Buyers of shipment immediately after the Goods are loaded on ship.10. Technical SupportAt Nanjing Fujitsus request or in case of significant technical problems mutually agreed upon, MIONLTA shall provide technical support to Nanjing Fujitsu at MINOLTAs premises. Charges and other terms and conditions of such technical support shall be agreed upon between the Parties from time to time.11. ConsumablesFor a period of years from the last day of delivery of the Products to Nanjing Fujitsu, MINOLTA will sell Consumables to Nanjing Fujitsu for the necessary maintenance and support of Products. At the beginning of such -year period, Nanjing Fujitsu shall submit MINOLTA a written forecast of prospected quantities of Consumables to be ordered during the aforementioned period and Nanjing Fujitsu shall maintain a reasonable inventory of Parts and Consumables to avoid any emergency support by MINOLTA.12. Term and Termination12.1 Term This Agreement shall become effective as of the date first above written, and shall continue for a period of 3 years (the “Initial Term”) and thereafter for successive twelve (12) months extension periods, unless one Party gives written notice of its intent to terminate of this Agreement, 120 days prior to the expiration of the Initial Term or an such twelve-month extens