Exhibit 10.6
ITEM PURCHASE AND SUPPLY CONTRACT
APRIL 14, 2009
PURCHASER: BIKE LEASE CO., LTD.
SUPPLIER: XXX MOTORS, INC
ITEM PURCHASE AND SUPPLY CONTRACT
Purchaser: Bike Lease Co., Ltd. (hereinafter referred to as "Bike Lease")
Supplier: Xxx Motors Inc. (hereinafter referred to as "Xxx Motors")
- The above "Bike Lease" and "Xxx Motors" shall make an item purchase and
supply contract (hereinafter referred to as "The Contract") as follows, expand
the smooth purchase and supply system, and keep a copy respectively after
preparing, signing, and sealing two copies of the contract to verify it.
ARTICLE 1 FUNDAMENTAL PRINCIPLES
- The fundamental principles of The Contract shall be for Nike Lease and Xxx
Motors to establish the sound basis as the stable and reliable partner companies
on the basis of faith and sincerity for the mutual profit and to pursue the
incessant technology innovation and business rationalization for the
strengthened external competitiveness.
ARTICLE 2 GENERAL OBLIGATIONS
- The parties shall cooperate after promptly making a written notification
when there is an important change in business.
- The parties shall agree in advance on the important action to be taken on
the transaction.
ARTICLE 3 APPLICATION RANGE
- The Contract shall determine the basic matters on the transaction between
The Parties and apply them to the individual contract.
- If a special management agreement is concluded according to the discussion
between The Parties, the special management agreement shall be applied first,
and The Contract shall be applied to the matters not specified in the special
management agreement.
ARTICLE 4 CONCLUSION OF AN INDIVIDUAL CONTRACT
- A specific individual agreement based on The Contract shall be concluded
if Bike Lease makes an order and Xxx Motors accepts it.
- The individual contract shall use the item order sheet (hereinafter
referred to as "Order Sheet") of Bike Lease.
- Bike Lease shall deliver to Xxx Motors Order Sheet including the order
date, delivery date, item, quantity, price, delivery place, and necessary
specific individual transaction conditions.
- If there is no objection within 2 days after Order Sheet is delivered, Xxx
Motors shall be considered to accept the individual contract.
Article 5 CHANGE OF AN INDIVIDUAL CONTRACT
- The Parties shall possibly ask for the change of an individual contract
with the document listing the causes within 2 days of the contract conclusion
date pursuant to Provisions 1 and 4 of Article 4 (Conclusion of an Individual
Contract) and shall possibly change the individual contract if there are
considerable causes after mutual discussion.
- The change of the individual contract shall be concluded if Bike Lease
delivers the changed Order Sheet to Xxx Motors and Xxx Motors accepts it.
ARTICLE 6 NAME AND SPECIFICATION OF THE CONTRACT ITEM
- Product: Electric motor cycle
- Specification
i. Driving Distance: 80km (silent driving 40km/H, based on driving
on the flat land)
ii. High Speed: 90km/H (adjustable depending on the regulation)
iii. Maximum Climbing Angle: 25 degree
iv. Charging Hours: 3 hours for 100% charging
v. Rate Output: 1kw
vi. Highest Output: 4kw
ARTICLE 7 QUANTITY AND PRICE
- Bike Lease shall prepare Order Sheet and make an order based on the number
of the items purchased annually and price specified in The Contract. An
individual contract conditions shall be possibly different according to the
mutual discussion.
- Number of the Items Purchased Annually: 3,000 units
- Unit Price: 3,500,000 KRW (VAT excluded)
ARTICLE 8 PAYMENT
In compliance with the payment regulation of Bike Lease (decided on the
basis of the mutual discussion between Bike Lease and Xxx Motors if there is a
special cause)
ARTICLE 9 SETOFF
- If Bike Lease has the credit to be paid by Xxx Motors, it shall be possibly
set off against the debt of paying for the delivered item to Xxx Motors.
- As for the setoff in Provision 1, the receipt shall not be provided in
case of every setoff, it shall be possibly replaced by the action that Bike
Lease notifies the details to Xxx Motors.
ARTICLE 10 DELIVERY DATE, PLACE, AND METHOD
- Delivery Date: The delivery date shall be 60 days of the delivery of Order
Sheet. (However, as for an emergency case, The Parties shall discuss the
readjustment and fulfill the delivery date when Order Sheet is delivered.)
- Delivery Place and Method
1. Warehouse of Bike Lease
2. The change of the delivery place shall be determined with the
discussion between The Parties.
3. The freight for delivering the contract item shall be born by Xxx
Motors.
4. When a contract item is delivered, the receipt department shall
be requested to inspect the contract item after making a preparation
on the basis of the transaction details form of Bike Lease when
delivering the contract item
ARTICLE 11 QUALITY INSPECTION AND ASSURANCE
- The quality inspector of Bike Lease shall execute an inspection in the site
and outsourcing company of Xxx Motors, and the change of a place shall be
determined by the mutual discussion.
- Bike Lease shall immediately notify the inspection result to Xxx Motors in
writing or verbally after tallying.
- When it fails as the result of the inspection by Bike Lease, the details
of failure shall be notified to Xxx Motors in writing or verbally.
- Bike Lease and the customer of "Bike Lease" shall have a right to verify
whether a supplied item corresponds to the specified requirements in the site of
Xxx Motors and the site of the outsourcing company.
ARTICLE 12 WARRANTY LIABILITY
- If a defect hidden in the ordered product is found after the ownership of
the ordered item is transferred, the responsible party shall be liable to the
repair of the defect, delivery of a replacement, reduced payment, and
indemnification of the damages caused by the defect pursuant to the claim
compensation agreement separately concluded between Bike Lease and Xxx Motors.
- If The Parties don't agree on the liability to the hidden defect, The
Parties shall comply with the procedure and method objectively verified such as
publicly reliable judgment of the third party.
ARTICLE 13 PRODUCT LIABILITY
- Xxx Motors shall do its best not to have a defect occur in the product
ordered by Bike Lease and perform all the duties related to product liability.
- The Parties shall mutually and fully cooperate to prevent the occurrence of
the claim and lawsuit related to product liability, defend them, and prepare a
measure.
ARTICLE 14 USING OUTSOURCING
- When Xxx Motors manufactures the product ordered by Bike Lease. Xxx Motors
shall possibly give the part or whole to the third party.
- In case of Provision 1, Xxx Motors shall not be exempt from the fulfillment
duty of Xxx Motors according to The Contract and an individual contract.
ARTICLE 15 CONFIDENTIALITY
- The Parties shall not disclose to the third party the other party's
commercial and technical secrets obtained through This Contract and an
individual contract without the consent of the other party.
- The Parties shall have a duty on Provision 1 during the contract period
and after the expiration or cancellation of the contract. When the other party
is damaged by the infringement of this regulation, the damage shall be
indemnified.
ARTICLE 16 TRANSFER OF RIGHTS AND DUTIES
- The Parties shall not possibly transfer or provide to the third party as a
security the part or whole of the rights and duties occurring from The Contract,
its supplementary agreement, or an individual contract
without a written consent of the other party.
ARTICLE 17 CHANGE OF THE CONTRACT
- When This Contract and the details of an individual contract are to be
changed, The Parties shall cooperate to change them.
- The case of damage occurrence according to the change of the contract of
Provision 1 shall be handled in compliance of each of the following Items.
1. Xxx Motors shall possibly claim the damage against Bike Lease if
the damage occurs due to the fault of Bike Lease.
2. Bike Lease shall possibly claim the damage against Xxx Motors if
the damage occurs due to the fault of Xxx Motors.
3. If the damage occurs due to the faults of The Parties or without
the faults of The Parties, The Parties shall cooperate to reach an
agreement.
ARTICLE 18 CANCELLATION AND TERMINATION OF THE CONTRACT
- The Parties shall immediately cancel or terminate the whole or part of The
Contract, its supplementary agreement, and an individual contract when each
cause of the following Items might occur or occurs.
1. When Bike Lease or Xxx Motors receives the transaction suspension
measure from a financial institution
2. When Bike Lease or Xxx Motors receives the measure such as
business cancellation and suspension from a supervision agency
3. When the commercially important causes such as dishonor of a
promissory note and a check, compulsory execution by the third party
(including the provisional attachment and provisional disposition),
and bankruptcy judgment or company liquidation request occur so that
it is acknowledged that Bike Lease or Xxx Motors cannot fulfill the
contract details of the main contract and the supplementary agreement
4. When Bike Lease or Xxx Motors is dissolved, makes a resolution of
business transfer, or is merged into another company
5. When The Parties accept that it is difficult for Bike Lease or
Xxx Motors to perform the details of This Contract, its supplementary
agreement, and an individual contract due to a disaster and other
causes
- Bike Lease or Xxx Motors shall notify to the other party the fulfillment in
a reasonable period in writing when the cause of each of the following Items
occurs and shall possibly cancel or terminate the whole or part of This Contract
and the whole or part of the individual contract when it is not fulfilled within
the period.
1. When Bike Lease or Xxx Motors infringes This Contract, its
supplementary contract, and an individual contract
2. When Bike Lease delays the fulfillment of the various matters
needed for manufacturing the ordered product without a special cause
so that the work of Xxx Motors is interrupted, or it is recognized
that Xxx Motors rejects the manufacturing of the ordered product or
delays the launch without a special cause so that it is difficult to
deliver it within the contract period
3. When it is recognized that the capability of technology,
production, and quality control of Xxx Motors is insufficient so that
the matters agreed on in The Contract and its supplementary
agreement cannot be fulfilled smoothly
- Bike Lease or Xxx Motors shall have to immediately notify it to the other
party in writing when the cancellation or termination cause of each Item of
Provisions 1 and 2 occurs.
- When The Contract is cancelled or terminated according to Provisions 1 and
2, all the responsibilities held against the person with the cancellation or
termination right by the cancelled shall lose the period profit, and the payment
shall have to be made immediately.
- When the damages against the person with the cancellation or termination
right occur in relation to cancellation or termination, the cancelled or the
terminated shall have to indemnify the damages.
ARTICLE 19 NOTICE OF TRANSACTION SUSPENSION
When a transaction is to be suspended due to an irresistible cause that is
not the cause of Article 18, Bike Lease or Xxx Motors shall have to notify it in
advance to the other party by permitting the considerable grace period before
transaction suspension to prevent the unreasonable damage to the other party.
ARTICLE 20 REQUEST FOR DAMAGE INDEMNIFICATION
- Bike Lease or Xxx Motors shall possibly claim the damages against the
other party when the infringement of This Contract or an individual contract
results in a loss.
ARTICLE 21 DISAGREEMENT AND DISPUTE RESOLUTION
- Bike Lease or Xxx Motors shall abide by the business practice if there is
a disagreement on the benefit of This Contract and its supplementary agreement
and go through the mutual discussion to reach an agreement if not resolved.
- When a legal dispute occurs in relation to Provision 1, it shall be
resolved in compliance with arbitration of Korean Commercial Arbitration Board
according to the arbitration law and the commercial arbitration rules.
ARTICLE 22 EFFECTIVENESS AND EFFECTIVE PERIOD OF THE CONTRACT
- The Contract shall be effective for a year. However, if Bike Lease or Xxx
Motors doesn't show the intention of contract renewal until 3 months before the
expiry of The Contract, The Contract shall be considered to be effective for a
year with the same conditions and shall be the same afterwards.
- If The Contract is ineffective according to Provision 1, the effective
period of The Contract regarding the individual contract shall continue until
the effective period of the corresponding individual contract.
ARTICLE 23 AGREED JURISDICTION
- As a rule, the competent court of the dispute occurring according to
The Contract shall be the court with the jurisdiction over the location of Bike
Lease. However, in case of the request of Xxx Motors, the court determined
through mutual agreement shall be possibly designated as the competent court.
- To verify the conclusion of The Contract, Bike Lease and Xxx Motors shall
sign and seal two copies of
The Contract and keep a copy respectively.
April 14, 2009
Bike Lease
Address: 000-00 Xxxxxxx-xxxx, Xxxxxxxxxxx-xx, Xxxxx
Xxx Xxxx Seo, CEO (seal)
"Xxx Motors"
Address: 291-1 Hasangog-dong, Hanam, Gyeongi-do
Jung Xxxx Xxx, CEO (seal)
