EXHIBIT 10.11
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS STARRED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
OEM & DISTRIBUTORSHIP AGREEMENT
This Agreement made and entered into this 19th day of March 1997, by and
between SAMSUNG AEROSPACE INDUSTRIES, LTD., a corporation duly organized and
existing under the laws of the Republic of Korea, with its principal office at
14th floor, Samsung Life Insurance Building (Samsung Finance Plaza), 000-00,
Xxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, Xxxxx (hereinafter referred to as "SSA"), and
Quad Systems Corporation, a Delaware corporation duly organized and existing
under the laws of United States of America, with its principal office at 0000
Xxxxxxxx Xxxx, Xxxxxx Xxxxx, XX 00000, XXX (hereinafter referred to as "Quad").
WITNESSETH
WHEREAS, SSA is engaged in, among other things, the business of
manufacturing and exporting chip mounters;
WHEREAS, Quad wishes to purchase certain chip mounters from SSA and sell
those chip mounters installed with "QuadAlign", a touchless centering device
(hereinafter referred to as "QuadAlign") developed by it;
WHEREAS, SSA is willing to sell chip mounters to Quad for distribution and
resale after Quad installs the QuadAlign units onto the chip mounters at Quad's
factory site; and
WHEREAS, SSA wishes to purchase the QuadAlign units from Quad to be
installed onto its chip mounters for its own distribution and sale.
NOW, THEREFORE, in consideration of the mutual premises, obligations and
covenants contained herein, the parties agree as set forth herein.
Article 1. DEFINITIONS
When used in this Agreement, the following terms shall have the following
respective meanings:
1.1 "Chip Mounter(s)" shall mean the chip mounter(s) QSA-30 to be developed and
manufactured by SSA, the specifications of which are attached hereto as
Exhibit A.
1.2 "QuadAlign(s)" shall mean the touchless centering device developed by Quad
and sold under the name of "QuadAlign".
1.3 "Effective Date" shall mean the date on which both of the following events
have occurred: (i) execution hereof by both parties hereto; and (ii) the
determination of the specification of the Chip Mounters by SSA and the
documented acceptance thereof by Quad.
1.4 "Contract Year" shall mean a year from the Effective Date or succeeding one
(1) year periods each, as the case may be.
1
Article 2. ORDER: MINIMUM PURCHASE REQUIREMENT
2.1 Quad shall order Chip Mounters by written order, stating the quantity, a
requested shipping date and any particular shipping instructions ("Purchase
Order").
2.2 SSA shall confirm in writing the extent to which it will comply with an
Order within ten (10) days of receiving the Purchase Order.
2.3 Quad shall order at least one hundred fifty (150 ) units of the Chip
Mounters for the first Contract Year. If Quad fails to meet its annual
minimum purchase requirement for the first Contract Year, Quad has the
option of extending the current Contract Year and all of its conditions for
another ninety (90) days to meet its obligation to purchase at least 150
units. If said failure continues after the grace period of ninety (90) days
and fails to pay the sum to be payable for the deficient number to SSA
under Article 3.3 hereof, then SSA shall have the right to terminate this
Agreement in accordance with Article 7.2 (e) hereof.. By no later than
ninety (90) days prior to the expiration of each normal of extended
Contract Year, SSA and Quad shall determine, by mutual agreement, the
annual minimum purchase requirement for the following Contract.
Article 3. PRICE: PAYMENT: ACCOUNTING
3.1 (a) The price of each Chip Mounter to be charged by SSA to Quad shall be
**************************************. This price of each Chip Mounter is
based on the quantity of one hundred fifty machines.
(b) By no later than one (1) month prior to the expiration of each Contract
Year, SSA and Quad shall determine, by mutual agreement, the price to be
applicable for the Purchase Orders to be made during the following Contract
Year.
3.2 Unless other payment method is agreed upon by mutual agreement of the
parties hereto in writing for a particular shipment of the Chip Mounters,
Quad shall wire transfer the amount of *********. per unit on the shipping
date and submit a documentation proving the wire transfer. SSA reserves the
right to request an irrevocable letter of credit for the form of payment at
any time during the term of the Agreement.
3.3 Within one (1) month of the close of each normal or extended Contract Year,
SSA shall settle the accounting for the said year. If the quantity ordered
for the said year is less than the annual minimum purchase requirement, it
shall demand Quad to pay the appropriate sum [i.e., ******* x (150 - the
quantity ordered)], which shall be paid by Quad within ten (10) days after
receiving the demand.
Article 4. SALES TERRITORIES: BRAND NAMES
4.1 During the term hereof, Quad shall have an exclusive right to distribute
and sell the Chip Mounters installed with QuadAligns under its own brand(s)
in North America (Canada, U.S. and Mexico) and Europe (European countries
and Israel)
4.2 During the term hereof, Quad shall have an exclusive right to distribute
and sell the Chip Mounters installed with QuadAligns, under its own
brand(s), in South America, provided that it shall have sold at least
twenty (20) units of the Chip Mounters in the said area during the eighteen
(18) months from the Effective Date. If Quad fails to sell twenty (20)
units of the Chip Mounters in the
2
said area during the said eighteen (18) months, Quad's sales right shall be
converted into a non-exclusive right. Quad must, at the end of the said
eighteen (18) months period, submit a written documentation that it has
sold more than twenty (20) units of the Chip Mounters in South America to
maintain exclusivity within the territory.
4.3 During the term hereof, Quad shall have a non-exclusive right to distribute
and sell the Chip Mounters installed with QuadAligns, under its own
brand(s), in Asia except in Korea where SSA has an exclusive right to
distribute and sell the Chip Mounters installed with QuadAligns.
4.4 All rights to distribute and sell the Chip Mounters that are not granted to
Quad under Articles 4.1, 4.2, and 4.3 hereof shall be reserved in SSA,
including the right to sell the Chip Mounters with QuadAligns anywhere in
the world except the countries where Quad has an exclusive right to
distribute and sell under Article 4.1 or 4.2 above, under SSA's own
brand(s).
Article 5. SHIPPING TERMS, SHIPMENT DATE, RISK OF LOSS
5.1 The price of the Chip Mounters shall be based on a F.O.B. port of export
(as defined in INCOTERMS 1990). In all cases, title, risk of loss and
responsibility for transportation and insurance shall pass from SSA to Quad
at the time and place where the Chip Mounters pass the ship's rail.
5.2 At Quad's request and for Quad's account, SSA will arrange for
transportation and insurance for Chip Mounters to Quad or to Quad's
customers. SSA will determine the method of transportation and the carrier
unless Quad specifies a method of transportation and a carrier no less than
fifteen (15) days prior to the requested shipping date. SSA shall promptly
deliver to Quad documentation, if any, necessary for Quad to obtain
possession of such Chip Mounters. The normal preferred shipping method
would be by vessel.
Article 6. FORECAST
Exhibit B contains Quad's forecast of Chip Mounters which Quad expects to
order during the first Contract Year. Quad shall, from time to time, submit
to SSA good faith projections of Chip Mounters expected to be ordered for
delivery in the several months after the then current month (a "Forecast").
A Forecast shall represent a good faith estimate by Quad and shall not
constitute an Order. Neither the Forecasts nor the requirement to provide
them shall imply any obligation on either party to renew this Agreement.
Article 7. TERM: TERMINATION
7.1 Subject to Article 7.2 below, this Agreement shall remain in effect for two
years from the Effective Date and shall thereafter be renewed automatically
for successive terms of one (1) year each unless notice of termination is
given by either party at least sixty (60) days prior to the expiration of
the then current term.
7.2 This Agreement may be terminated upon giving written notice of termination:
3
(a) by either party if the other party commits a breach of this Agreement,
except the breach under Article 4 hereof, and fails to correct the
breach within thirty (30) days of receiving the notice of breach from
the non-defaulting party;
(b) by the party whose performance is not affected by the Event of Force
Majeure (defined in Article 13 hereof) if the Event of Force Majeure
continues for more than sixty (60) days;
(c) by either party if a filing of a petition in bankruptcy or for
reorganization of similar relief by or against the other party is
made;
(d) by either SSA or Quad if SSA or Quad breaches the territorial
restriction imposed on it in Articles 4.1 and 4.2 hereof; or
(e) by SSA if Quad fails to meet its annual minimum purchase requirement
for any Contract Year and fails to pay the sum to be payable for the
deficient number to SSA under Article 3.3 hereof.
7.3 The termination of this Agreement hereunder shall be without prejudice to
the rights of either party to monies due or to become due under this
Agreement.
Article 8. CONFIDENTIAL INFORMATION
8.1 Both SSA and Quad recognize that during the term of this Agreement, SSA or
Quad may disclose certain information, equipment or materials which SSA and
Quad considers confidential in regards to Chip Mounters ("Confidential
Information"). SSA desires to protect and preserve the confidential and
proprietary quality of the Confidential Information disclosed by it to
Quad. Quad desires to protect and preserve the confidential and proprietary
quality of the technology disclosed to SSA, including but not limited to,
that of QuadAlign. All Confidential Information, whether that of SSA or of
Quad, must be marked "Confidential".
"Confidential Information" shall include:
(a) all equipment, hardware, software, technology, documentation and
information which SSA or Quad consider confidential;
(b) all information disclosed by SSA or Quad orally which SSA or Quad
consider confidential; and
(c) Chip Mounters and every part thereof.
(d) QuadAligns and every part directly associated with it.
But "Confidential Information" shall not include:
(a) information in the public domain;
(b) information published or disseminated by SSA or Quad without
restriction to persons other than Quad and SSA;
(c) information which is independently developed by SSA or Quad; and
8.2 Both Quad and SSA agree not to disclose Confidential Information to any
person other than SSA and Quad. Both SSA and Quad shall not copy any part
of the Confidential
4
Information. SSA and Quad shall use all reasonable efforts to maintain the
confidentiality of the Confidential Information and to prevent the
disclosure of Confidential Information by its agents and employees, and in
every event, SSA and Quad shall use at least the degree of care it uses in
maintaining the confidentiality of its own trade secrets and confidential
information.
8.3 Both SSA and Quad acknowledge that unauthorized disclosure, use or copying
of Confidential Information, may cause SSA or Quad irreparable harm and
significant injury which may be difficult to ascertain. SSA and Quad
therefore agree that SSA or Quad may seek and obtain immediate injunctive
relief for breach of this Article 8.
8.4 Both SSA and Quad shall retain in confidence and require its customers to
retain in confidence all Confidential Information of SSA and Quad.
8.5 SSA and Quad's obligations under this Agreement shall survive any
termination or expiration of this Agreement.
Article 9. MANUALS
SSA shall, upon the request of Quad, provide to Quad copies of SSA's user's,
operators and service manuals for Chip Mounters ("SSA Manuals") free of charge
from time to time, by mutual agreement between SSA and Quad. A complete of set
of SSA Manual will be provided for every shipment of the Chip Mounter. Quad
acknowledges SSA's ownership of copyrights in SSA Manuals. SSA grants Quad a
non-exclusive right to create derivative works from SSA Manuals (such derivative
works to be referred to herein as "Quad Manuals").
Article 10. WARRANTY: DISCLAIMER OF WARRANTY
10.1 Subject to the terms and conditions below in this Article 10., SSA will,
for fifteen (15) months from the relevant shipment date, supply the
necessary spares to repair any Chip Mounter determined by SSA to have
been defective at the shipment date, without charge, provided that Quad
notifies SSA of the defect within (15) days of learning of the defect and
in no event later than (15) months from the shipment date. SSA will ship
the same day via overnight service, all machine down parts, regardless of
the end user location.
10.2 This warranty applies only to Chip Mounters that, after the shipment
date, have not been damaged, altered, repaired or treated in any manner
whatsoever, whether negligently or not, by other than authorized
representatives of SSA. SSA disclaims liability for negligent acts or
omissions by Quad, Quad's customers or other persons that affect the
performance of the Chip Mounters. Authorized representatives of SSA are
defined as distributors and agents of SSA permitted to be involved in the
sales activity of SSA's products within the agreed territory.
10.3 This warranty applies to Chip Mounters which SSA delivers to Quad to
replace defective Chip Mounters and products that have been repaired, but
only for the original repair or replacement period indicated in Article
10.1 above for the particular product. Transfer of title to any Chip
Mounter by Quad to any third person or to Quad's customers shall not
extend the repair or replacement period for the particular Chip Mounter.
SSA agrees to dispatch an engineer at the request of Quad within two (2)
business days of such requests, to perform repairs on defective Chip
Mounters. Quad agrees to be responsible for travel expenses, unless the
repair is required due to a design flaw, in which case SSA would be
responsible for all expenses.
5
10.4 SSA HEREBY EXCLUDES ALL WARRANTIES NOT HEREIN STATED, WHETHER EXPRESS OR
IMPLIED BY OPERATION OF LAW, COURSE OF DEALING, TRADE USAGE,
REPRESENTATION, STATEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
10.5 FURTHERMORE, SSA SHALL NOT BE LIABLE TO ANYONE FOR ANY INCIDENTAL OR
CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATED TO THE USE OF ANY PRODUCT. THE LIABILITY OF SSA IS LIMITED
TO REPLACING OR REPAIRING, AT SSA'S SOLE OPTION, ANY DEFECTIVE PRODUCT
ACCORDING TO THE TERMS SET FORTH ABOVE.
Article 11. PURCHASE OF QUADALIGNS
11.1 Quad shall supply the QuadAligns to be installed on the Chip Mounters to
be sold by SSA to its customers other than Quad. In consideration of the
strategic alliance between SSA and Quad, it is Quad's intent not to
supply QuadAligns to any third company involved in the development,
production, or distribution of production equipment similar to Chip
Mounters based on SSA meeting the context of this Agreement.
11.2 The price of QuadAlign shall
********************************************* *********** per unit on
F.O.B. basis (as defined in INCOTERMS 1990), which price is fixed in
consideration of SSA's commitment to purchase three hundred (300)
QuadAlign units per year. In case where the number of QuadAlign units
exceed the number of three hundred (300), SSA and Quad will mutually
agree on a new pricing that will reflect the increased number.
11.3 The warranty provisions in Article 10 hereof shall apply to the
QuadAligns purchased by SSA from Quad hereunder mutandis mutatis.
Article 12. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTIES;
INDEMNITY
12.1 Quad accepts exclusive liability and agrees to indemnify SSA with respect
to, and hold SSA, its officers, employees and agents harmless from and
against, any and all loss, damage, liability direct and indirect, costs
and expenses, including, without limitation, attorney's fees, whether or
not a law suit is commenced, which are caused by or arise out of any
proceedings or claims against SSA based on SSA's use of QuadAligns or the
specifications provided by Quad in regards to the Chip Mounters (if any)
for infringement or alleged infringement of any patent, copyright, trade
secret or any other intellectual property of any third party.
6
12.2 SSA agrees defend any suit brought against Quad if the suit is based
solely on a claim that Chip Mounters, exclusive or any addition,
modification or alteration and used for its intended purposes, infringe
upon a patent, copyright or trade secret, subject to the condition that
Quad promptly notifies SSA in writing of any such claim, gives SSA full
authority for the conduct of such defense and aids SSA's counsel by
giving whatever time, information, expertise and assistance as reasonably
requested for such defense. Upon fulfillment by Quad of such conditions,
SSA shall pay such damages and costs, if any, finally awarded against
Quad based on the Chip Mounters, exclusive of any addition, modification
or alteration and used for its intended purposes.
12.3 The obligations of Quad or SSA, as case may be, under this Article 12
shall survive the termination or expiration of this Agreement.
Article 13. FORCE MAJEURE
Neither party shall be held responsible for any delay or failure of performance
under this Agreement due to any governmental action, ordinance, or regulation,
strike or other labor trouble, fire damage or destruction in whole or in part of
merchandise or manufacturing plant, acts of God, or any other cause,
contingency, or circumstance which is beyond the reasonable control of the party
(the "Events of Force Majeure").
Article 14. INDEPENDENT CONTRACTORS
The relationship of Quad and SSA established by this Agreement is of independent
contractors and not agents, and nothing in this Agreement shall be construed:
(a) to give either party the power to direct to control the daily activities
of the other party;
(b) to constitute the parties as partners, joint venturers, co-owners or
otherwise as participants in a joint undertaking; or
(c) to allow either party to create or assume any obligation on behalf of the
other party for any purpose whatsoever.
Article 15. AMENDMENT
This Agreement may be amended, altered or modified only by a written instrument
signed by the parties hereto.
Article 16. ARBITRATION
Problems arising from alleged violations of any condition of this Agreement, if
deemed to be violated by either party, and without prompt resolution and
agreement by the other party, shall be resolved by binding arbitration by an
independent arbitrator initially acceptable to both parties. The costs
associated with such arbitration shall be equally borne by both parties.
7
Article 17. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, and neither party shall
assign this Agreement without the prior written consent of the other party.
Article 18. SEVERABILITY
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement should be prohibited or invalid, in whole or in part, under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
Article 19. NOTICES
19.1 Any notice, request, and other correspondence under and in connection
with this Agreement shall be in the English language, and be sent by
registered air mail or by telegraph, telex, or telefax (with
confirmation copy to follow by air mail) to the following addresses;
To SSA: Samsung Aerospace Industries, Ltd.
14th floor, Samsung Life Insurance Building
(Samsung Finance Plaza)
000-00, Xxxxxxx-xxxx, Xxxxxxx-xx
Xxxxx, Xxxxx 135-090
Telephone: x00-0-000-0000
--------------
Fax : x00-0-0000-0000
---------------
To Quad: Quad Systems Corporation
0000 Xxxxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000 XXX
Telephone: x0-000-000-0000
Fax : x0-000-000-0000
19.2 The notice, request, and other correspondence shall be deemed duly
received on the fifteenth (15th) day after posting if sent by mail or
forty eight (48) hours after transmission if sent by telegraph, telex, or
telefax.
19.3 Any party hereto may at any time change its address by notifying the
other parties of such change in accordance with the procedures provided
in Article 19.1 hereof.
8
Article 20. SUBJECT HEADING
The subject heading in this Agreement are included for the purpose of
convenience only and shall not affect the construction or interpretation of any
of its provisions.
Article 21. WAIVER
No failure by either party to take action or assert any right hereunder shall
affect the right subsequently to require performance of the obligation waived or
be deemed to be a waiver of such right in the event of the continuation or
repetition of the circumstances giving rise to such right.
Article 22. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and supersedes all prior discussions
between them.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized representatives on the date written
above.
Signature Signature
Subject to the approval of Quads
B of D which has yet to be
obtained
/s/ BOK-XXXX XXX /s/ XXXXX X. XXXXX
----------------------------- ---------------------------------
Xx. Xxx-Xxxx Xxx Xx. Xxxxx X. Xxxxx
President & CEO President & CEO
Samsung Aerospace Ind., Ltd. Quad Systems Corporation
9
EXHIBIT A.
Products Specification
10
EXHIBIT B.
Forecast
The forecast will be provide by Quad on March 22, 1997
11
--------------------------------------------------------------------------------
QSA-30 General Specification
--------------------------------------------------------------------------------
MAXIMUM PLACEMENT RATE 13,000 cph
COMPONENT RANGE 1005(0402) - 26mm
QUADALIGN (IN-PROCESS) ALIGNMENT
Component Range 1005(0402) - 26mm
Max. Component Thickness 10.0mm
Minimum Lead Pitch 0.65mm
Lead Alignment 0.65mm
FEEDER CAPACITY*
8mm Feeders 76
NUMBER OF PLACEMENT SPINDLES 3
NUMBER OF HEADS 3
PLACEMENT ACCURACY
Chip +/-0.1mm
QFP +/-0.08mm
PLACEMENT REPEATABILITY 0.1mm
PLACEMENT FORCE 270 grams
30" FEEDER CAPACITY 76 (8mm tape feeders)
MACHINE DIMENSIONS
Length (1650mm)
Width (1540mm)
Height (1408mm)
Height (w/monitor) (1760mm)
Height (w/ tower lamp) (1945mm)
FLOOR SPACE REQUIREMENTS
Length (w/computer console) (1650mm)
Width (w/7" reels and
computer console) (1540mm)
POWER REQUIREMENTS
Input Line Voltage 100~240 VAC
Input Line Frequency 56/60 Hz
Power 2.6 kVA (Max)
COMPRESSED AIR REQUIREMENTS
Pressure 5~10 kg/cm
Flow 100~150 NL/min
OPERATIONAL TEMPERATURE RANGE 50(Degree)~95(Degree) F
(10(Degree)~35(Degree) C)
RELATIVE HUMIDITY Less than RH 90%
SHIPPING DIMENSIONS 1948(L)mm x 1783(W)mm x
1717(H)mm
76.7"(L) x 70.2"(W) x 67.6"(H)
SHIPPING WEIGHT 2490 lbs. (1130 kg)
ACCESSORIES BOX
Dimensions 17.7" x 17.7" x 15.7"
(450mm x 450mm x 400 mm)
Weight 44 lbs. (20 kg)
* Consult applications department for other configurations.
--------------------------------------------------------------------------------
Positioning System
--------------------------------------------------------------------------------
X-Y DRIVE SYSTEM Brushless DC Servo Motor
X-Y Encoder Type Rotary Encoder
X-Y Axis Resolution 0.0002" (0.005mm)
X-Y Axis Repeatability +0.0007" (+0.02mm)
- -
X-Y Axis Accuracy 0.002" (0.05mm)
X-Y Axis Max. Velocity 53 in/sec (1.35m/sec)
X Axis Acceleration 71.768 ft/s/s (21.875 m/s/s)
Y Axis Acceleration 63.051 ft/s/s (19.218 m/s/s)
Z DRIVE SYSTEM Brushless DC Servo Motor
Z Encoder Type Rotary Encoder
Z Axis Resolution 0.0003" (0.01mm)
Z Axis Maximum Velocity 118 in/sec (3000mm/sec)
THETA DRIVE SYSTEM Micro Step Motor
Theta Encoder Type None
Theta Axis Resolution 0.01(Degree)
Theta Axis Accuracy +/-0.02(Degree)
Theta Axis Repeatability +/-0.01(Degree)
NUMBER OF NOZZLES
Standard Nozzles 6
Special Nozzles 2 (option)
NOZZLE CHANGERS 1 (standard)
--------------------------------------------------------------------------------
Board Handling
--------------------------------------------------------------------------------
BOARD SIZE (typical**)
Maximum (length x width) 18" x 16" (450mm x 400mm)
Minimum (length x width) 2" x 2" (50mm x 50mm)
--------------------------------------------------------------------------------
Board Handling
--------------------------------------------------------------------------------
BOARD SIZE (CONT'D)
Maximum Thickness
(including warpage) 0.165" (4.2mm)
Minimum Thickness 0.020" (0.5mm)
CONVEYOR
Height 37.4" +/- 0.59" SMEMA
Board Flow Direction Left to Right (standard)
Right to Left (Factory Option)
REGISTRATION TYPE Hole, Edge, Back Pusher
EDGE CLEARANCE 0.079" (2mm)
UNDERSIDE BOARD CLEARANCE 0.709" (18mm)
TOPSIDE BOARD CLEARANCE 0.571" (14.5mm)
UNDERSIDE BOARD SUPPORT Magnetic back up pins
TRANSPORT SPEED 0-21m/min
BOARD WIDTH ADJUSTMENT Manual (standard)
** Consult applications department for specific machine configurations
--------------------------------------------------------------------------------
Control System
--------------------------------------------------------------------------------
PROGRAMMING CAPABILITIES
Machine Operating System MS Windows(TM) 95
User Interface MS Windows(TM) 95
Camera Teach Capability Standard
ARRAY PROGRAMMING CAPABILITIES
Multi-Image Panels Standard
Rotated Board Images Standard
OFF-LINE PROGRAMMING INTERFACE
ASCII Data Input Optional
CADStar v.6.0, v.7.0 Optional
Mentor v.8.2.5, v.8.4 Optional
Digitizer
Summa Sketch III Series Optional
Wacom UD II Series Optional
Placement Optimizer Standard
INTEGRATED PC CONTROLLER Intel Pentium(TM) processor
with SVGA monitor
SELF-DIAGNOSTIC SOFTWARE
PCB Production Rate Standard
Total Operating Time Standard
Total Down Time Standard
Pick Up Error Messages Standard
Error/Operating Rate Standard
Error Messages per Feeder Standard
DATA MANAGEMENT
Floppy Disk Drive(3.5", 2HD) Standard
Hard Disk (540MB) Standard
FEEDER CRASH SENSOR Optional
AUTO-ALTERNATE FEEDER USAGE Standard
(In case of component shortage)
TEACHING FEATURES
Optical Beam Sensor Standard
Head Standard
Camera Standard
FIDUCIAL REJECT XXXX CHECK
Vision Standard
--------------------------------------------------------------------------------
Optional Equipment
--------------------------------------------------------------------------------
FEEDER BASE
DOCKING FEEDER CART
MATRIX TRAY HOLDER
AUTO MATRIX TRAY HANDLER
8/12/16/24/32/44MM FEEDERS
VIBRATORY STICK FEEDER
SAMSUNG AEROSPACE IND., LTD.
14th Floor, Samsung Finance Xxxxx
000-00 Xxxxxxxxxxx, Xxxxxxxxxx
Xxxxx, Xxxxx 135-090
x00-0-000-0000
(Fax) x00-0-0000-0000
(C) 2/97 Windows is a registered trademark of Microsoft Corporation. Microsoft
is a registered trademark of Microsoft Corporation. Intel is a trademark of
Intel Corporation. Note: All specifications provided in this brochure are
subject to change without prior notice.
10 June 1997
Xx. Xxxxx-Hong Bae
Managing Director
Samsung Aerospace Ind., Ltd.
Dear Xx. Xxx
For the Quad-SSA Agreement of 19 March '97 on the QSA-30, you will recall that I
needed to get the approval of the Quad Board of Directors.
I am happy to report that the Board has looked favorably upon the Agreement and
has concurred with all but one of its conditions. The Board has stated that it
will grant its full approval with the following UNDERLINED ADDITIONS and
[bracketed removals] to Article 2.3 and the related Articles 3.3 and 7.2 (e).
2.3 Quad shall order at least one hundred fifty (150) units of the Chip
Mounters for the first Contract Year. If Quad fails to meet its annual
minimum purchase requirement for the first Contract Year, Quad has the
option of extending the current Contract Year and all of its conditions
for another ninety (90) days to meet its obligation to purchase at
least 150 units. If said failure continues after the grace period of
ninety (90) days, [and fails to pay the sum to be payable for the
deficient number to SSA under Article 3.3 hereof,] then SSA shall have
the right to CONVERT THE EXCLUSIVE LICENSE TO DISTRIBUTE PRODUCTS IN
ARTICLE 4. HEREOF INTO A COMPARABLE NON-EXCLUSIVE LICENSE. THIS RIGHT
SHALL BE SSA'S SOLE AND EXCLUSIVE REMEDY FOR QUAD'S FAILURE TO MEET THE
MINIMUM PURCHASE REQUIREMENT SET FORTH IN THIS ARTICLE 2.3. EXCEPT THAT
SSA HAS THE OPTION TO terminate this Agreement in accordance with
Article 7.2 (e) hereof. By no later than ninety (90) days prior to the
expiration of each normal or extended Contract Year, SSA and Quad shall
determine, by mutual agreement, the annual minimum purchase requirement
for the following Contract Year.
7.2 (e) by SSA if Quad fails to meet its annual minimum purchase
requirement for any Contract Year. [and fails to pay the sum to be
payable for the deficient number to SSA under Article 3.3 hereof.]
3.3 Entire Article Deleted
In view of the contents of the Letter of Understanding that you and I signed in
relation to the Agreement, I feel that the above accurately specifies our
intent.
If you agree with me and accept the written changes, please countersign this
letter. It will be in conformance with Section 15. of the Agreement, which
allows for changes and/or clarifications.
/s/ XXXXX X. XXXXX /s/ YOUNG-HONG BAE
------------------------------- ----------------------------
Xxxxx X. Xxxxx Young-Hong Bae
President & CEO Managing Director
Quad Systems Corp Samsung Aerospace Ind., Ltd.
