Exhibit 10.18.2
AMENDMENT NUMBER 3
This agreement shall amend a certain Distributor Agreement (the "Agreement")
made and entered into 16 December 1996, by and between Ampoc Far East Company
Limited. a corporation organized and existing under the laws of the Republic of
China on Taiwan with its principal place of business located at 00X, Xx. 000
Xxxx-Xxx Xxxx, Xxxxxx, Xxxxxx (hereinafter referred to a as "Agent") and CFM
Technologies, Inc., a Pennsylvania corporation, with its principal place of
business located at 000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxxxxxxx, 00000
(hereinafter referred to as "CFM" or the "Company").
WHEREAS, Agent and CFM have secured the sale of certain FPD Equipment to
Electronics Research Service Organization (ERSO) in Hsinchu, Taiwan, and
CFM and ERSO have agreed to the delivery of a single vessel FPD processing
system that is to be used for general cleaning, stripping, etching, and organic
cleaning of poly-silicon FPD panels (the "Equipment") on or about April 30,
1999, and
ERSO has agreed to pay US$ 1,906,365 for this system, payable 80% on delivery
and 20% on final acceptance.
NOW, THEREFORE, in consideration for the commissions and payments further
described herein, the parties hereby agree to the following:
1. AGENT RESPONSIBILITIES
1.1 Send a minimum of four persons (engineers and manufacturing personnel)
to CFM, at Agent's expense, to assist in the final assembly,
integration and test of the Equipment for a duration of not less than
six weeks.
1.2 Provide personnel of a number and with skills as requested by CFM to
assist CFM in the install, setup and qualification of the Equipment at
ERSO.
1.3 Warrant the operation of the Equipment from the date of acceptance of
the system by ERSO until the last day required in the specifications
accepted as a part of the order and any extensions thereto (the
"Warranty Period") by providing both parts and labor, as needed, to
assure operation of the Equipment in accordance with its
specifications.
1.4 Pay for packaging, shipping, customs duties and taxes, if any, for
spare parts which may be required during the Warranty Period.
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1.5 Provide first line applications support to the Equipment during the
Warranty Period.
1.6 Pay for support provided by personnel assigned to CFM Taiwan in excess
of 100 hours during the Warranty Period at the rate of US$85 per hour.
1.1 Pay for US-based CFM service and support personnel, requested by
Agent, at the rate of US$85 per hour plus actual, out-of-pocket
expenses for hotel, meals and travel (hotel and meal expenses not to
exceed US$125 per day). Travel time will be billed as eight hours per
day, from departure from Exton (or other US home base) to arrival back
at home base location.
2. CFM RESPONSIBILITIES
2.1 Manufacture the Equipment.
2.2 Provide the primary installation personnel for the Equipment.
2.3 Secure process acceptance of the Equipment.
2.4 CFM will forward spare parts replacements received under warranty from
OEM parts suppliers in exchange for identical, but defective, parts
returned by Agent without charge (other than those costs in 1.4,
above).
2.5 Warrant all process carriers for a period of nine months from the date
of acceptance.
2.6 Make available up to 100 hours of service support from personnel
assigned to CFM Taiwan to Agent during the Warranty Period at no
charge.
2.7 Make US service and support personnel available upon reasonable
advance notice to Agent.
2.8 Provide quotations for software support for customer-requested changes
which do not interfere with the product meeting its written
specifications.
COMMISSIONS
An amount equal to 13% of any payments received from ERSO for the system ordered
on Purchase Order Xx. X-X0-00000, dated October 29, 1999, shall be paid to Agent
within tem (10) days following receipt of payment from ERSO by CFM in
consideration for completion by Agent of the responsibilities in Section 1,
herein.
SPARE PARTS
1. During the Warranty Period, CFM agrees to sell spare parts for the
Equipment on open account (terms: net 30 days from date of shipment). The
price for such spare parts shall be the CFM List Price then in effect, less
15%.
2. Agent is not obligated to purchase spare parts from CFM and may purchase
spare parts from any source.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 27th
day of December 1999.
CFM TECHNOLOGIES, INC.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
AMPOC FAR EAST COMPANY LIMITED
/s/ Xxxxxx Xx
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Xxxxxx Xx
President
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