Exhibit 10.24
Engineering & Maintenance Division, China Airlines
&
Aero-Link Flight Systems Corp. Ltd
Agreement on Marketing &, Promotion of Aircraft Maintenance,
Turbine Engine &, Component Repair &, Overhaul Business
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CHINA AIRLINES' ENGINEERING AND MAINTENANCE DIVISION (hereinafter referred to as
China Airlines) makes this Agreement with AERO-LINK FLIGHT SYSTEMS CORP. LTD.
(hereinafter referred to as Aero-Link) under the condition that Aero-Link agrees
to promote the aircraft maintenance, turbine engine and component repair and
overhaul business on behalf of China Airlines within the sphere of the
maintenance certificates, issued by relevant aviation authorities, of China
Airlines. It is agreed by China Airlines and AeroLink as the following so that
both parties shall abide by.
1. China Airlines has its registered address at Xx.00
XxxxXxxxxXxxXx,X..X.X. Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxx, R.O.;
and Aero-Link has its registration address at Xx#000, 0/X Xxxx Xxxx
Comm. Center, 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Honq Kong. All the notices
on activities conducted in accordance with the Agreement should be in
written form, and they will only be in effect if they are delivered to
the above mentioned address. Should either party change its address,
the other party should be informed in writing on thirty (30) days
notice.
2. China Airlines holds Maintenance Organization Certificate of CAAC,
[Registration No. 09011 valid until December 31, 2000, Federal Aviation
Administration (FAA) Certificate, [Registration No. SAJY979H] valid
until May 1, 1999 and Joint Aviation Administration (JAA) Certificate,
[Registration No. RAI-147] valid until December 26, 1998. Should be any
changes of these certificates, China Airlines shall inform Aero-Link in
writing on thirty (30) days notice. Aero-Link shall promote and market
aircraft maintenance, turbine engine and component repair and overhaul
business on behalf of China Airlines within the sphere of its
maintenance certificate in all territories except Taiwan as
non-exclusive representative. Aero-Link is not considered as the legal
agent of China Airlines, thus Aero-Link is not allowed to conduct legal
activities of any kind in the name that is of China Airlines' legal
agent. China Airlines has the full authority to make any decision
(without any reason) to accept or partially accept the business
opportunities brought by Aero-Link. And Aero-Link shall not be entitled
to have any objections. If in any case, there will be any objections
from any third party, it is of Aero-Link's responsibility to solve the
dissent without any implication or damage of China Airlines' interests.
3. The method of calculation on repair & overhaul job will be: all the
maintenance labor rate for China Airlines will normally be no less than
US Dollar forty (US$40) per hour; and the special maintenance labor
rate such as Eddy Current Inspection-per hour; Ultrasonic
Inspection-per hour, X-Ray Inspection-per exposure, Gamma-Ray
Inspection-per exposure will be no less than US Dollar forty-five
(US$45) per hour. The labor rate is subject to adjust at any time by
China Airlines after thirty (30) days notice to Aero-Link.
4. For all the business opportunities brought by Aero-Link on aircraft
maintenance, turbine engine and component repair and overhaul, China
Airlines will pay Aero-Link the necessary commissions to its appointed
Bank Account: Bank of Xxxxx On Bank, Ltd. Account No:
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00-000-000000, Address: 00-00 Xxx Xxx Xxxxxx, Xxxxxxxx Xxx, Xxxx Xxxx
within 30 days after China Airlines receives full payment for the
service invoiced to the customers.
(1) China Airlines agrees to pay a commission of six percent (6%) of the
net maintenance labor rate to Aero-Link for the maintenance work
obtained by Aero-Link. However, if approved by China Airlines in
writing, China Airlines agrees to pay Aero-Link a commission of eight
percent (8%) of net maintenance labor rate for all the maintenance work
obtained by Aero-Link from mainland China, a territory with special
situations;
(2) China Airlines agrees to pay a commission of five percent (5%) of the
material price to Aero- Link as a result of the parts supply to
maintenance work obtained by Aero-Link;
(3) China Airlines agrees to pay a commission of two percent (2%) of net
invoice value (not including transportation, issuance, customs etc.) to
Aero-Link for the maintenance work performed by subcontractors to
undertake the accessory and component maintenance.
5. It is also agrees by China Airlines and Aero-Link on the following
terms:
(1) China Airlines will provide all the necessary support regarding
marketing and promotion materials in order to facilitate the marketing
efforts of Aero-Link. Aero-Link will make the marketing advertisements,
produce the promotional materials as well as carry out the marketing
activities in its own name according to the budget and terms approved
by China Airlines. If there should be any objections from the China
Airlines, Aero-Link should immediately stop or correct the various
advertisements or marketing activities. Otherwise, AeroLink will bear
all the responsibilities incurred.
(2) China Airlines will provide transportation, boarding and assist to
obtain the visa for all those inspectors, who come from mainland China
and stay with China Airlines to supervise their maintenance work. The
expenses occurred by other relevant personnel other than the above
mentioned will be covered by Aero-Link;
(3) Aero-Link will assist to collect all the account receivables for China
Airlines in accordance with the relevant invoices under its own name.
(4) Except for the above mentioned commissions, Aero-Link will cover all
other expenses incurred by itself. In no circumstance shall Aero-Link
declare any claims from China Airlines.
(5) China Airlines shall not be liable to any delay or default in
performance of maintenance work, or for any damages suffered by reasons
thereof, when such delay, default or failure is, directly or
indirectly, caused by or in any manner arises from any cause, condition
or contingency affecting, or beyond the control of China Airlines,
including without limitation,
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acts of God, fire, earthquake, hurricane, industrial water or
electricity control, riots, strikes, government or military controls.
(6) The explanation, effectiveness and all other issued that are not
included in this Agreement shall be construed in accordance with the
laws of the Republic of China. And both parties agree to submit the
first jurisdiction of instance to Taipei Local Court.
(7) Unless agreed by both parties in writing, the rights and liabilities of
both parties set in the Agreement shall not be transferred to any third
parties.
6. This Agreement shall remain in effect unless subject to termination by
either party thirty (30) days notice, in writing, to either party. The
Agreement shall be ineffective subject to termination immediately, if
either party shall:
(1) Breach or not fulfil the Agreement and fail to make the correction
within 30 days after written notification of the other party;
(2) Be found of illegal performance or malpractice that is in connection
with the Agreement;
(3) Declare bankruptcy.
7. This Agreement shall be effective immediately when duly signed by both
parties except either party terminates in accordance with the
Agreement.
8. The Agreement contains two original copies while each party keeps one as an
evidence.
Agreed and Accepted by: Agreed and Accepted by:
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CHINA AIRLINES AERO-LINK FLIGT SYSTEMS CORP. LTD
By: By:
Signature: Signature:
Xxxx Xxxx Xxx Xxxxx Xxxxxx
Director Vice President
/s/ Xxxx Xxxx Xxx /s/ Xxxxx Xxxxxx
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Date Date
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