EXHIBIT 4.5
Page 1 of 7
20th March 2002
SPECIFIC SERVICE AGREEMENT
BETWEEN
SONY ERICSSON MOBILE COMMUNICATIONS AB
(HEREINAFTER REFERRED TO AS "SONY ERICSSON")
AND
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LTD.
(HEREINAFTER REFERRED TO AS THE "SUPPLIER")
REGARDING PROJECT AUGUST
Page 2 of 7
20th March 2002
TABLE OF CONTENTS
1. TERMINOLOGY, INTEGRATED PART................... 1
2. SCOPE OF THE SSA............................... 2
3. FORECASTS AND ROADMAPS......................... 2
4. COMMUNICATION AND CONTACTPERSONS............... 2
5. INDUSTRIALISATION SERVICES..................... 2
6. PROTOTYPES...............,..................... 3
7. SPECIFICATION.................................. 3
8. DOCUMENTATION.................................. 3
9. PRICING AND TERMS OF PAYMENT................... 3
10. TERMS OF DELIVERY.............................. 4
11. PACKING AND LABELLING.......................... 4
12. WARRANTY....................................... 4
13. QUALITY........................................ 4
14. PURCHASE OF COMPONENTS......................... 5
15. TERM OF AGREEMENT AND TERMINATION.............. 5
ENCLOSURES:
Enclosure 2.1 SPA
Enclosure 2.3 Project Plan
Enclosure 16.1 Purchase of components
Page 1 of 7
20th March 2002
SPECIFIC SERVICE AGREEMENT
made as of 20th March 2002, by and between
Sony Ericsson Mobile Communications AB, Org no 556615-6658, a limited liability
Company duly incorporated and existing under the laws of Sweden, with its legal
address at Nya Vattentornet, ▇-▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇, hereinafter referred to as
"Sony Ericsson",
and
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd, with organisation number 129666, a
corporation duly incorporated and existing under the laws of Hong Kong and
having its registered office at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Merchants Tower, Shun Tak
Centre, ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (hereinafter referred to as
the "Supplier").
(hereinafter referred to as the "Supplier").
WHEREAS:
1. Ericsson and Supplier have entered into the General Service and
Purchase Agreement, GSPA, dated 15th February 2001 among other
agreements,
2. The GSPA contains the general terms and conditions for the performance
of Product Supply to Ericsson, Mobile Phone Accessories, from Supplier,
3. It is intended that the GSPA will be supplemented by one (1) or more
SSA's setting out the specific provisions relating to the performance
of Product Supply, and
4. The Supplier has explained that it is willing and fully able to perform
the Product Supply on behalf of Sony Ericsson for delivery of high
quality Products, under the terms and conditions set out in this SSA
and the GSPA.
NOW THEREFORE, in consideration of the mutual obligations herein contained, the
Parties agree as follows:
1. TERMINOLOGY, INTEGRATED PART
The GSPA shall be an integrated part of this SSA and, accordingly, all
terms and conditions in the GSPA shall also apply to this SSA.
Capitalised terms contained herein shall have the meanings assigned to
them below or as ascribed to them in the GSPA unless otherwise defined
in the context or document where it is used.
"AGREEMENT", means this Specific Service Agreement.
"GSPA", means the General Service and Purchase Agreement referred to in
the "Whereas"-section above entered into between the Parties.
"PRODUCT", means the Camera August, developed by C Technologies AB on
behalf of Sony Ericsson and further specified in this Agreement.
"SPA", means the Specific Purchase Agreement enclosed hereto.
Page 2 of 7
20th March 2002
"SSA", means this Specific Service Agreement.
2. SCOPE OF THE SSA
2.1 Under the terms and conditions set forth in the Agreement Documents
(i) Supplier shall - exclusively for Sony Ericsson - perform
Product Supply regarding the Product, and
(ii) Sony Ericsson shall be entitled to purchase the Products from
Supplier under the SPA included hereto as Enclosure 2.1.
2.2 In the event of an inconsistency in the Agreement Document, the
inconsistency shall be resolved by giving documents precedence in the
following order:
(i) The Purchase Order, excluding Sony Ericsson's general
purchasing conditions if such have been enclosed with the
Purchase Order,
(ii) The SPA, including enclosures in the order provided,
(iii) This Agreement excluding the Enclosures,
(iv) Enclosure 2.3 Project Plan
(v) Enclosure 16.1 Purchase of components, and
(vi) The GSPA.
2.3 Included in the Product Supply shall be repair and maintenance services
as set out in Enclosure 2.3.
3. FORECASTS AND ROADMAPS
3.1 A forecast of RTL and production volumes is included in Enclosure
2.3.These volume is only for production and capacity planning purposes.
Sony Ericsson is not committed to buy according to the forecasted
volumes. Sony Ericsson liability of the risk order volumes and
forecasted volumes as per Article 14.
4. COMMUNICATION AND CONTACT PERSONS
4.1 In accordance with Subsection 5.5 of the GSPA the Parties hereby
appoint the contact persons set out in Enclosure 2.3 to receive and to
communicate information.
5. INDUSTRIALISATION SERVICES
5.1 Supplier shall, as part of the Product Supply and in accordance with
Subsection 6.1 of the GSPA, lead and be responsible for the
industrialisation of Product.
5.2 Supplier shall, as part of the Product Supply and in accordance with
Subsection 6.4 of the GSPA, provide information for the design work and
furthermore manufacture the test applications.
5.3 The requirements for traceability as provided in Subsection 6.7 in the
GSPA shall be as set out in Enclosure 2.3.
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20th March 2002
6. PROTOTYPES
6.1 Supplier shall
(i) provide Sony Ericsson with the Prototype
(ii) perform the testing of the Prototype, and
(iii) provide Sony Ericsson with written reports of the analysis of
the Prototypes.
7. SPECIFICATION
7.1 Supplier shall not deliver any Products unless they meet the
requirements set out in the Specification as set out in Enclosure 2.3
and amended from time to time in and as further described in Section 14
in the GSPA.
8. DOCUMENTATION
8.1 Project Documentation
The Supplier shall submit written reports to Sony Ericsson on the
activities and the progress of the Product Supply. Such reports shall
include the reports and plans specified in Enclosure 2.3.
8.2 Product Documentation
Supplier shall produce and deliver to Sony Ericsson Product
Documentation fulfilling the requirements set out in templates included
in Enclosure 2.3.
9. PRICING AND TERMS OF PAYMENT
9.1 Current price
The current price of the Product shall be as set out in Enclosure 2.1,
the SPA.
9.2 Currency
All invoices sent by Supplier shall be in the currency that has the
greatest impact, as agreed by the Parties, on the final price of the
Product. Should the Parties not be able to reach such an agreement then
the invoices sent by Supplier shall be in SEK.
9.3 Price review
The price of the Products shall be reviewed and agreed quarterly before
the ending of every quarter in order for the prices to be firm for
deliveries during the following quarter.
The basis for the price review shall be:
(i) significant changes in volumes, and/or;
(ii) fluctuations in the exchange rate as defined below, and/or;
(iii) changes to the Specification, and/or;
Page 4 of 7
20th March 2002
(iv) increased production efficiency including but not limited
to"The learning curve advantage", and/or;
(v) changes in the price of the components.
(vi) delivery performance in the last quarter before against agreed
and acknowledge order, call of lead time
Changes in the Specification and/or changes of a specific component
price during a quarter, which causes a different price shall
immediately or with a reasonable delay - due to material in stock -
apply to all ordered Products. Such reasonable delays shall however
only relate to reasonable explainable normal stock levels or situations
with higher stock levels attributable to Sony Ericsson. At the
quarterly price review meetings Supplier will describe and specify the
changes made during the quarter. The different price shall be passed on
to Sony Ericsson at the aforementioned fixed exchange rate as defined
in GSPA.
10. TERMS OF DELIVERY
10.1 Delivery time
The Supplier shall perform the Product Supply, in accordance with the
time-schedule set out in Enclosure 2.3 Dates of delivery of volume
produced Products shall be as stated in the relevant P.O.
10.2 Delivery terms
Applicable terms of delivery shall be FCA Hong Kong International
Airport, INCOTERMS 2000, unless otherwise agreed in P.O.
11. PACKING AND LABELLING
11.1 The Products shall be packed and marked separately as set out in the
Specifications and the applicable Purchase Order. The Purchase Order
and product numbers shall be set out in the shipping documents.
12. WARRANTY
12.1 The replacement or repair the Products shall be made by Supplier as
soon as possible from the return of the Products to Supplier by Sony
Ericsson, but Sony Ericsson shall receive the replaced or repaired
Product in no event later than within ten business days from the
receipt of the Product by the Supplier.
13. QUALITY
13.1 Product related Standards and Requirements
13.1.1 All Product Supply shall be handled in accordance with the
standards/requirements set out in the Specification and in Enclosure
2.3
13.1.2 The defect intensity of the Products must not exceed the values set out
the Specification. A defect intensity below these limits does not limit
Sony
Page 5 of 7
20th March 2002
Ericsson's right to exercise its applicable remedies due to
non-conforming Products.
14. PURCHASE OF COMPONENTS
14.1 The Supplier shall purchase materials at contracted prices under
existing Sony Ericsson Agreements for supply of materials as set out
in Enclosure 16.1.
14.2 Liability for risk order material as set out in Enclosure 16.1
14.3 The Supplier is responsible for the purchase and supply of all
components.
15. TERM OF AGREEMENT AND TERMINATION
15.1 This Agreement shall come into force upon its execution by duly
authorised representatives of both Parties and shall remain in effect
until three (3) months have passed following written notice of
termination by either Party, unless terminated on an earlier date as
set out in Section 29 "TERM OF AGREEMENT AND TERMINATION" in the GSPA.
15.2 The Supplier is aware of that the development of the new Product will
be continuously reviewed to assess whether the Product will reach the
market on time, at an appropriate end user price and fit into the Sony
Ericsson's market strategy at the time, etc. The Parties agree that
Sony Ericsson shall be entitled at any time to terminate this
Agreement, any Purchase Order, by giving the Supplier twenty (20)
Business Days written notice.
15.3 In the event of Sony Ericsson's termination under 15.2, Sony Ericsson
shall pay to the Supplier the actual direct costs accrued under the
Agreement at the time of termination. The Supplier shall not be
entitled to any other compensation
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed, in duplicate, each party taking one copy.
Date: 20th March 2002 Date: 20th March 2002
Place: Hong Kong Place: ▇▇▇▇
▇▇▇ TAI ELECTRONIC & SONY ERICSSON MOBILE
ELECTRICAL PRODUCTS Ltd COMMUNICATIONS AB
/s/ ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
----------------------- --------------------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Managing Director
Enclosure 2.3
[SONY ERICSSON LOGO] 1 (5)
Internal Limited.
PROJECT PLAN AUGUST
Prepared (also subject responsible it other) No.
NDU/P Ola Lonhage NDU/P-02:1617
Checked Date Rev Reference
Approved 2002-03-27 B File
NDU/PC Gunilla Wejfeldt
PROJECT PLAN AUGUST
CONFIDENTIAL
The content of this document is the property of Sony Ericsson Mobile
Communication AB and may not be communicated to any other party in any form
without the prior written consent of Sony Ericsson Mobile Communication AB.
Project Manager: NDU/ P Ola Lonhage
Product Manager: NM ▇▇▇▇▇▇ ▇▇▇▇▇
Sony Ericsson Cost Center: 32640
Project Account Number: ▇▇▇▇▇▇▇▇
TABLE OF CONTENTS
1 Revision history 2
2 Project Summary 2
3 Activities 2
4 Time Schedule 2
5 Prototypes 3
6 Type Approval 3
7 Volume Estimates 3
8 Project Responsibilities 4
9 Contractors 4
10 Project Control 5
11 Cross Project Links 5
12 References 5
[SONY ERICSSON LOGO] 2 (5)
Internal Limited
PROJECT PLAN AUGUST
No.
Prepared (also subject responsible it other)
NDU/P ola Lonhage NDU/P-02:1617
Checked Date Rev Reference
Approved 2002-03-27 B File
NDU/PC Gunilla Wejfeldt
1. REVISION HISTORY
Rev ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
2. PROJECT SUMMARY
August is the successor of the Gustav camera. August are cost
"improved. Added features/ functions are optical viewfinder and Effect,
former FunLayers described in PRS NM 02:1507.
3. ACTIVITIES
According to August Project Meeting NDU/ P 01:1615 and August Project
Organization NDU/ P 02:1642.
3.1 HARDWARE
Responsible developer C-Tech: PM ▇▇▇ ▇▇▇▇▇▇▇▇
3.2 MECHANICS
Responsible developer Namtai: PM ▇▇▇▇ Shui
3.3 SOFTWARE
Same as 3.1
3.4 MISC.
N/A
[SONY ERICSSON LOGO] 3 (5)
Internal Limited
PROJECT PLAN AUGUST
No.
Prepared (also subject responsible if other)
NDU/P Ola Lonhage NDU/P-02:1617
Checked Date Rev Reference
Approved
NDU/PC Gunilla Wejfeldt 2002-03-27 B File
4. TIME SCHEDULE
More detailed time schedule is found in the Time Plan (Microsoft
Project ▇▇▇▇▇ Chart) Document No.: NDU/P02:1617
ACTIVITY PLANNED ESTIMATED ACTUAL
Milestone ▇ ▇ ▇▇▇ ▇ ▇
Tollgate 2 W 209 W W
PA W TBD W W
Milestone 3 W 225 W W
Tollgate 3 W TBD W W
Milestone 4 W 232 W W
Tollgate ▇ ▇ ▇▇▇ ▇ ▇
▇▇ ▇ 233 W W
RTL W 239 W W
Milestone 5 W 241 W W
Tollgate 5 W TBD W W
Milestone 6 W 249 W W
Tollgate 6 W TBD W W
5. PROTOTYPES
PROTOTYPES PLANNED ESTIMATED ACTUAL UNITS
EP1 W18 W W 50 PCS
FP1 W20 W W 250 PCS
FP2 W24 W W 580 PCS
6. TYPE APPROVAL
6.1 RADIO
APPROVAL PLANNED ESTIMATED ACTUAL
W 24 W W
6.2 EMC
APPROVAL PLANNED ESTIMATED ACTUAL
W 24 W W
[SONY ERICSSON LOGO] 4 (5)
Internal Limited
PROJECT PLAN AUGUST
No.
Prepared (also subject responsible if other)
NDU/P OIa Lonhage NDU/P-02:1617
Checked Date Rev Reference
Approved
NDU/PC Gunilla Wejfeldt 2002-03-27 B File
6.3 SAFETY
APPROVAL PLANNED ESTIMATED ACTUAL
W 24 W W
7. VOLUME ESTIMATES
PLANNED ESTIMATED ACTUAL UNITS
Pre-Series* W 28 W W 2.5 kpcs
Series Start ** W 32 W W
RTL volume W ▇▇ ▇ ▇ ▇▇ kpcs
Capacity per month 25 kpcs
Amortization volume 50 kpcs
Total volume 150 kpcs
Estimated lifetime 9 month
* "Limited Production"
** "Volume Production"
8. PROJECT RESPONSIBILITIES
SONY ERICSSON MOBILE COMMUNICATIONS AB ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
According to NDU/ P 01: 1623 and NDU/ P 01: 1615
9. CONTRACTORS
9.1 DESIGN (Development)
According to NDU/ P 01: 1623 and NDU/ P 01: 1615 Agreement no. CTECH:
AUGUST: 20020319
9.2 PRODUCTION (Manufacturing)
According to NDU/ P 01: 1623 and NDU/ P 01: 1615 Agreement no. NAMTAI:
AUGUST: 20020320
[SONY ERICSSON LOGO] 5 (5)
Internal Limited
PROJECT PLAN AUGUST
No.
Prepared (also subject responsible if other)
NDU/P OIa Lonhage NDU/P-02:1617
Checked Date Rev Reference
Approved
NDU/PC Gunilla Wejfeldt 2002-03-27 B File
10 PROJECT CONTROL
TTM Work Model NDU/P 02:1617
11 CROSS PROJECT LINKS
Mira
12 REFERENCES
NDU/ P 02:1604
NDD 01:1201
According to C-Tech Quote
According to C-Tech Quote
According to C-Tech Quote
According to KIDQ 01:11029
According to August-0301 (Namtai)
FRW 02:5031
NDD 01:1208
NDV 02:1101
According to August-0301 (Namtai)
109 42- DPY 901334 latest rev.
Enclosure 16.1
PURCHASE OF MATERIAL
Sourcing of components
Supplier may source components from any agreed third party fulfilling the agreed
specification of each component.
Supplier is responsible to secure supply of component to enable the delivery of
the Product as per the latest advised forecast.
Liability of risk order material.
Sony Ericsson will assume liability for long lead items as defined below,
included in the BOM for the volumes as estimated in the forecast provided by
Sony Ericsson, Such liability is limited to maximum 14.000 units per month for a
three month period. (i.e. Maximum 42.000 unit of each item)
The price for such long lead items as defined below.
Supplier undertakes to make his best efforts to cancel any outstanding purchase
order of components or to resell or reuse any excess component prior to making
any claim to Sony Ericsson. Supplier undertakes to keep such material in stock
free of charge for the first three months after the latest production lot. From
month four to nine after such event Sony Ericsson will cover the interest cost
of the listed items based upon an reasonable interest rate and reasonable
warehousing cost for the items listed herein. After this nine months period
Supplier may claim that this liability undertaking by Sony Ericsson shall be
executed. Supplier shall not keep more material in stock than necessary
considering lead times among others.
The maximum liability under any circumstance is limited to 435.120 USD
Part number Description Leadtime, Weeks Price, USD
----------- ----------- --------------- ----------
Sensor 12 3,30
Flash memory 12 1,30
RAM memory 12 1,80
Lens 12 2,75
ESD Protector IC 9 0,27
Regulator 9 0,13
Regulator 9 0,14
Tan Cap 9 0,25
Tact Switch 8 0,12
Crystal 8 0,3
For the Argus circuit special conditions will apply as below, (as agreed with
C-Tech) Namtai to place such Frame Order at C-Tech as outlined below
PRICE OF ARGUS ASIC CT100A1-BG BGA160:
0-50 000 units: USD 6.45
51 000 to 100 000 units: USD 5,95
> 100 000 units: USD 5,85
The price is firm for deliveries during 2002 and 2003. Sony Ericsson and C-Tech
will re negotiate such price in December 2002.
SPECIAL CONDITIONS REGARDING PURCHASE OF ARGUS:
Enclosure 16.1
NamTai shall place a frame purchase order at C-Tech (hereinafter the "Frame
Order") for fifty-thousand (50,000) units of "Argus" no later than three (3)
months prior to production ramp-up currently planned for during June 2002, The
said Frame Order shall include a delivery schedule indicating volumes on a
monthly basis for at least the remainder of 2002 starting from June 2002 (the
entire above referenced 50 000 units shall be scheduled for delivery prior to
the end of November 2002) to be called off by NamTai. Sony Ericsson will provide
Supplier with sufficient information to enable such forecast to C-Tech.
NamTai may cancel or decrease the number of units scheduled for delivery for a
specific month under the delivery schedule contained in the Frame Order subject
to Nam Tai being liable to pay C-Tech the following fees:
CANCELLATION PERIOD LIABILITY
Over 120 days prior to delivery No liability
91-120 days prior to delivery 30% of purchase price
61-90 days prior to delivery 50% of purchase price
31-60 days prior to delivery 70% of purchase price
0-30 days prior to delivery 100% of purchase price
Sony Ericsson will assume liability for the above cancellation fee provided Nam
Tai has made their best effort to cancel in due time an to reduce any such fee
to a minimum. Must act without undue delay if Sony Ericsson advices about any
change in forecasted volumes.
This liability for the Argus ASIC is in excess of the liability for other
components as stated above.
Sony Ericsson Mobile Communications AB Confidential
Nam Tai cost template for August
1 MATERIAL COST
USD:
----
▇▇▇▇ of material
Material scrap 1%
Material burden 1.5%
--------
TOTAL MATERIAL COST
========
2 LABOUR COST
PROCESS RATE (USD) LABOUR TIME
SMT 0.003/chip
Final assy. 4.24/hour
Testing 4.24/hour
Packaging 4.24/hour
--------
TOTAL LABOUR COST
========
3 FREIGHT + INSURANCE COST
FCA Hong Kong 0.07
========
4 FINANCIAL COST
1.5% of ▇▇▇▇ of material for 60 days credit
0.75% of ▇▇▇▇ of material for 30
days sea shipment. IF APPLICABLE
0,375% of ▇▇▇▇ of material for 15
days sea shipment. IF APPLICABLE
5 PROFIT
4.8% of ▇▇▇▇ of material
--------
6 TOTAL UNIT PRICE
========
7 TOOLING, PRODUCT UNIQUE EQUIPMENT
8 TOTAL UNIT PRICE FIRST 50K
Note! This line includes the total amount on
line 7 divided with the first 50K units.
Amendment to Specific Service Agreement signed 20th March 2002
Sony Ericsson Mobile Communications AB, Nya Vattentornet, SE-22188 Lund,
Sweden hereinafter SEMC and NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd,
15th Floor, China Merchants Tower, Shun Tak Centre, ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, hereinafter called Namtai, are in agreement to use
below outlined fore cast and liability model, for the running production of
the August Camera, MCA-25. This liability model will apply for this date
forward and replaces in full any previous "Conditional Risk Order" or
similar document issued by SEMC. This document will be an amendment to the
SSPA signed 20th March 2002 between the parties and replaces Enclosure 16
in said agreement.
The components covered by this agreement shall solely be used for the
manufacturing of the Camera August, MCA-25, (Product). See Specific Service
and Purchase Agreement, SSPA, dated 20th March 2002 for further product
information.
See enclosure A and B, Excel sheet for liability model. Enclosure A shows
the undertaking per 15th October 2002 as an example of how the model works.
Volume figures, component lead-time and cost to be updated every month
The model will be applicable for any forecast issued by SEMC or Flextronics
as agreed between the parties.
SEMC will issue a revised forecast the last business day in each month.
During the ramp up period (October to January 2003) Namtai shall) review
the proposed volume to confirm if the necessary capacity is available. This
volume proposal to be communicated in due time before formal fore cast is
issued at the end of each month.
The present model includes four weeks extra time period allowing for
internal logistical processes and stock at Namtai. (This period is shown as
the first four weeks period in the model. See Enclosure B) The parties are
in agreement that the objective is to reduce this period to a maximum of
two weeks before 31st December 2002. (Topic to be further discussed at ▇▇▇▇
Greens and Lars Jarmanders visit to Namtai coming fortnight period)
If a revised forecast or the actual call off volume will be lower for a
certain month than the previously agreed, which will result in excess
components and such components is not possible to reschedule to following
applies;
- Namtai undertakes to keep such material in stock free of charge for the
first three months after the concerned month. From month four to nine after
such event SEMC will cover the interest cost of the listed items based upon
an reasonable interest rate and reasonable warehousing cost for the items
listed herein. After this nine months period Supplier may claim that this
liability undertaking by SEM shall be executed.
- In an event of excess material Namtai undertakes to make their best effort
to cancel any outstanding purchase order of components and to
Amendment to Specific Service Agreement signed 20th March 2002
resell or reuse any excess component prior to making any claim to SEMC
- SEMC will assume liability for scrap of the above material provided cause of
scrap is solely at SEM and prior written approval to scrap. SEMCs maximum
liability is limited to direct material and the maximum liability figure is
defined by the liability model using the applicable forecast volume,
component lead-time and prices.
- SEMC shall have the option to have the material manufactured to finished
Products at agreed price instead of scrapping the material.
If no notice is given to SEMC within one week after the receipt of revised
forecast or actual monthly call off volume it is deemed that the revised
forecast is accepted (i.e. No claim is to be made later nor any objection
that the increased volume is not possible to meet)
Any delay in delivery of the Products, caused by Supplier will in full
release Sony Ericsson from its liability under this amendment.
Any undertaking of SEMC and Namtai as defined herein shall be limited in
time to 30th June 2003.
Lund 15th October 2002
Sony Ericsson Mobile Communications AB
/s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------------------------
▇▇▇▇ ▇▇▇▇▇
Senior Manager
Sony Ericsson Mobile Communications AB
Project Sourcing, Accessories
Nam Tai Electronic and Electrical Products Ltd
/s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇
Nam Tai Electronic and Electrical Products Ltd
Enclosure A
CALCULATION OF FORECAST LIABILITY 2002-09-30
PRODUCT INFORMATION
Part no: MCA25
Description Camera
Project August
Forcast dated 2002-10-15
Leadtime, Call off. Days 10
Lead time, Prod. Weeks 16
Liability per month 30th September
--------------
Product Price 24,33
--------------
Leadtime Months 1 2 3 4 5 6
----------------------------------------------------------------------------------------------------------------------------------
Accumulated BOM cost per month, (USD) 21,18 21,18 19,69 14,84 5,85 0
% liability per month over leadtime 100% 100% 70% 40% 30% 0%
Forecast month October November December January February March
-------------- ------- -------- -------- ------- -------- -----
Average forecast per month 208 000 250 000 300 000 450 000 600 000 600 000
Liability per month, (USD) 4 405 440 5 295 000 4 134 900 2 671 200 1 053 000 0
Total liability, (USD) 17 559 540
Namtai August Forecast model Enclosure 1.xls Forecast model 2002-10-16
1
Enclosure B
CALCULATION OF FORECAST LIABILITY 9-30-02
[CALCULATION OF FORECAST LIABILITY GRAPH]
Internal time Namtai for logistical processes Component lead time
Namtai August Forecast model Enclosure 1.xls Internal Leadtime, Principle
1
Enclosure 2.1 1(3)
Agreement #:
Date: March 22, 2002
SPECIFIC PURCHASE AGREEMENT (SPA)
entered into by and between
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS LTD, HONG-KONG,
and
SONY ERICSSON MOBILE COMMUNICATIONS AB, LUND, SWEDEN
TERM OF AGREEMENT FROM: 2002-03-20
TO: 2002-12-31.
The term of agreement relates to:
Order placements
ENCLOSURE(s): Price and Product definitions.
GENERAL CONDITIONS: The general terms and conditions of Agreement:
READ:2001 -48098,
COMMERCIAL CONDITIONS
Sony Ericsson Companies not listed below might also buy goods from the Seller.
Such purchases shall not affect Seller's ability to deliver goods according to
this SPA.
The prices contained in this SPA are based on the basic conditions set forth
below. Deviations therefrom are indicated.
Valid for Terms of Terms of Price deviation
(area) Currency payment delivery (%)
------------------------------------------------------------------------------------------------------------
BASE CONDITIONS - VALID UNLESS USD 30 days FCA Hong Kong N/A
OTHERWISE STATED BELOW net
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Initials
2(3)
Agreement #:
Date: March 22, 2002
The Sony Ericsson companies listed below may call off volumes under this SPA
incorporating the general conditions stated above.
SONY ERICSSON COMPANY COUNTRY LOCATION
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Sony Ericsson Mobile Communications AB Sweden Lund
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The subcontractors fisted below are authorized to call off volumes under this
SPA incorporating the general conditions stated above. Such authorization is
limited to products purchased for Sony Ericsson.
SUBCONTRACTOR COUNTRY LOCATION
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Flextronics International Sweden AB Sweden Linkoping
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PRODUCT CERTIFICATES
If applicable and upon request, the Seller shall provide to Sony Ericsson
product certificates regarding country of origin, preferential origin or export
classification etc.
CONTACT PERSONS - commercial issues:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Maths Gylling__________________________
Phone ▇▇▇▇ ▇▇▇▇▇▇▇▇ Phone ▇▇▇-▇▇-▇▇▇▇▇▇____________________
CONTACT PERSONS - technical issues :
SP-Zhang _______________________________________
Phone ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Ext.3210 Phone _________________________________
SIGNATURES
Hong Kong, 2001-12-20 ▇▇▇▇, ▇▇▇▇-▇▇-▇▇
▇▇▇▇▇▇ Electronic & Electrical Sony Ericsson Mobile Communications AB
Products Ltd
/s/ ▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------- ---------------------------------------
▇▇▇▇▇▇ ▇▇▇▇
Managing Director ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Director, Project Sourcing
M2M & Accessories
Initials
3(3)
Agreement #:
Date: March 22, 2002
Enclosure: Price and Product definitions.
Product.
Specification of the Product, (Camera "August")
Part number DPY 901 334
▇▇▇▇ of Material as per 13132-DPY 901 334 latest revisions.
Product Specification as per document list: 1095-DPY 901 334 latest
edition.
Prices.
Price model to be applied for calculating the purchase price as per
Enclosure A The final prices to be agreed prior to 30th June 2002.
Delivery.
Actual dates of delivery will be defined in each call-off order.
Delivery leadtime for call off orders is 10 days for generic products
and 20 days for customised version if applicable.
Call off orders will among other items define actual quantity.
Flextronics International Sweden AB.
Flextronics will perform the call-off and orderhandling. All invoices
shall be addressed to Flextronics.
Flextronics shall not have access to pricemodels or any other
commercial information, only total price.
Initials
1(3)
[SONY ERICSSON LOGO]
Confidential
AGREEMENT
Prepared (also subject responsible if other) No.
LD/SEMC/INYD ▇▇▇ ▇▇▇▇▇▇▇
Approved Checked Date Rev Reference
LD/SEMC/INY ▇▇▇▇ ▇▇▇▇▇ 2002-06-12 C
NAM TAI ELECTRONIC &
ELECTRICAL PRODUCTS Ltd.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Merchant
Tower,
Shun Tak Centre,
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
CONDITIONAL RISK ORDER.
We hereby authorise NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd, 15th Floor,
China Merchants Tower, Shun Tak Centre, ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, hereinafter called Supplier, to initiate and perform the procurement of
the August camera. This risk order replaces all previous undertakings regarding
liability of purchased components issued by us, including the one stated in
Enclosure 16.1 of the SSA dated 20th March 2002. This risk order will be
replaced with a new fore cast model including liability prior to August 2002.
Part number Description Leadtime, Weeks Price, USD
--------------------------------------------------------------------------
Sensor 12 3,30
--------------------------------------------------------------------------
Flash memory 12 1,30
--------------------------------------------------------------------------
RAM memory 12 1,80
--------------------------------------------------------------------------
Lens 12 2,75
--------------------------------------------------------------------------
Regulator 9 0,13
--------------------------------------------------------------------------
Regulator 9 0,14
--------------------------------------------------------------------------
Tan Cap 9 0,25
--------------------------------------------------------------------------
Tact Switch 8 0,12
--------------------------------------------------------------------------
Crystal 8 0,3
--------------------------------------------------------------------------
Total 10,09 USD
In addition to these components this risk order also includes the procurement of
310.000 units of the ▇▇▇▇, ▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇▇ called "ARGUS" from C-Tech (6,45
USD for the first 50.000,5,95 USD per unit for subsequent 50.000 units and 5.85
USD for subsequent units)
The riskorder/authorization is limited to 4.976.400 USD. (10.09
310.000+6,45*50.000+5,95*50.000+5,85*210.000)
2(3)
[SONY ERICSSON LOGO]
Confidential
AGREEMENT
Prepared (also subject responsible if other) No.
LD/SEMC/INYD ▇▇▇ ▇▇▇▇▇▇▇
Approved Checked Date Rev Reference
LD/SEMC/INY ▇▇▇▇ ▇▇▇▇▇ 2002-06-12 C
The material is solely intended to be used for the manufacturing of 310,000
units of the Camera August, part number: DRY 901334, (Product). See Specific
Service and Purchase Agreement, SSPA, dated 20th March 2002 for further product
information. The purchase and delivery of the Product manufactured with this
material will be in accordance with the same agreement.
The delivery schedule of the Product will be; 40.000 pcs August 2002, 60.000 pcs
mid September 2002 and 30.000 pcs end of September 2002, 180.000 pcs end October
2002. Formal P.O will be issued as soon as the Product has been fully qualified
and approved by Sony Ericsson as defined in the SSA above. (Delivery of Products
for qualification is scheduled to June 2002)
Supplier will (i) be responsible for the performance of all activities related
to this authorization, (ii) be liable for all cost related hereto except as
explicitly stated below, (iii) store and maintain the material of the Product at
own cost. The material shall be kept separate from other identical parts or
material at supplier.
Supplier undertakes to make his best efforts to cancel any outstanding purchase
order of components or to resell or reuse any excess component prior to making
any claim to Sony Ericsson. Supplier undertakes to keep such material in stock
free of charge for the first three months after the latest production lot. From
month four to nine after such event Sony Ericsson will cover the interest cost
of the listed items based upon an reasonable interest rate and reasonable
warehousing cost for the items listed herein. After this nine months period
Supplier may claim that this liability undertaking by Sony Ericsson shall be
executed.
Sony Ericsson Mobile Communications AB, SEM, will assume liability for scrap of
the above material provided cause of scrap is solely at SEM and prior written
approval to scrap. SEMs maximum liability is limited to direct material and the
above defined total sum plus 1.5 % as material burden adder. (The material
burden adder is unique for this risk order; it may not form a precedent for
future orders.)
Sony Ericsson shall have the option to have the material manufactured to
finished Products at agreed price instead of scrapping the material.
Any delay in delivery of the Products, caused by Supplier will in full release
Sony Ericsson from its liability under this risk order.
Any liability of Sony-Ericsson as defined herein is limited in time to 30th June
2003. After said date or when formal purchase order is issued, which ever is
first, this risk order is no longer in effect.
3(3)
[SONY ERICSSON LOGO]
Confidential
AGREEMENT
Prepared (also subject responsible if other) No.
LD/SEMC/INYD ▇▇▇ ▇▇▇▇▇▇▇
Approved Checked Date Rev Reference
LD/SEMC/INY ▇▇▇▇ ▇▇▇▇▇ 2002-06-12 C
Supplier is requested to confirm this risk order within 10 days. If not
confirmed in due time this risk order is nil and void.
Kind Regards
/s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Senior Manager
Sony Ericsson Mobile Communications AB
Project Sourcing Accessories
1(3)
[SONY ERICSSON LOGO]
Confidential
AGREEMENT
Prepared (also subject responsible if other) No.
LD/SEMC/INYD ▇▇▇ ▇▇▇▇▇▇▇
Approved Checked Date Rev Reference
LD/SEMC/INY ▇▇▇▇ ▇▇▇▇▇ 2002-06-17 D
NAM TAI ELECTRONIC &
ELECTRICAL PRODUCTS Ltd.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Merchant Tower,
Shun Tak Centre,
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
CONDITIONAL RISK ORDER.
We hereby authorise NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd, 15th Floor,
China Merchants Tower, Shun Tak Centre, ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, hereinafter called Supplier, to initiate and perform the procurement of
material required for delivery of 310.000 units of the August camera. This risk
order replaces all previous undertakings regarding liability of purchased
components issued by us, including the one stated in Enclosure 16.1 of the SSA
dated 20th March 2002 and the conditional risk order dated 12th June 2002, issue
C, This risk order will be replaced with a new fore cast model including
liability prior to August 2002.
Part number Description Leadtime, Weeks Price, USD
--------------------------------------------------------------------------
Sensor 12 3,30
--------------------------------------------------------------------------
Flash memory 12 1,30
--------------------------------------------------------------------------
RAM memory 12 1,80
--------------------------------------------------------------------------
Lens 12 2,75
--------------------------------------------------------------------------
Regulator 9 0,13
--------------------------------------------------------------------------
Regulator 9 0,14
--------------------------------------------------------------------------
Tan Cap 9 0,25
--------------------------------------------------------------------------
Tact Switch 8 0,12
--------------------------------------------------------------------------
Crystal 8 0,3
--------------------------------------------------------------------------
Total 10,09 USD
In addition to these components this risk order also includes the procurement of
310.000 units of the ▇▇▇▇, ▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇▇ called "ARGUS" from C-Tech (6,45
USD for the first 50.000, 5,95 USD per unit for subsequent 50.000 units and 5.85
USD for subsequent units)
The riskorder/authorization is limited to 5.295.200 USD. (10.09
330.000+6,45*50.000+5,95*50.000+5,85*230.000)
2(3)
[SONY ERICSSON LOGO]
Confidential
AGREEMENT
Prepared (also subject responsible if other) No.
LD/SEMC/INYD ▇▇▇ ▇▇▇▇▇▇▇
Approved Checked Date Rev Reference
LD/SEMC/INY ▇▇▇▇ ▇▇▇▇▇ 2002-06-17 D
The material is solely intended to be used for the manufacturing of 330.000
units of the Camera August, part number: DPY 901334, (Product). See Specific
Service and Purchase Agreement, SSPA, dated 20th March 2002 for further product
information. The purchase and delivery of the Product manufactured with this
material will be in accordance with the same agreement.
The delivery schedule of the Product will be; 40.000 pcs August 2002,60,000 pcs
mid September 2002 and 30.000 pcs end of September 2002,200.000 pcs end October
2002. Formal P.O will be issued as soon as the Product has been fully qualified
and approved by Sony Ericsson as defined in the SSA above. (Delivery of Products
for qualification is scheduled to June 2002)
Supplier will (i) be responsible for the performance of all activities related
to this authorization, (ii) be liable for all cost related hereto except as
explicitly stated below, (iii) store and maintain the material of the Product at
own cost. The material shall be kept separate from other identical parts or
material at supplier.
Supplier undertakes to make his best efforts to cancel any outstanding purchase
order of components or to resell or reuse any excess component prior to making
any claim to Sony Ericsson. Supplier undertakes to keep such material in stock
free of charge for the first three months after the latest production lot. From
month four to nine after such event Sony Ericsson will cover the interest cost
of the listed items based upon an reasonable interest rate and reasonable
warehousing cost for the items listed herein. After this nine months period
Supplier may claim that this liability undertaking by Sony Ericsson shall be
executed.
Sony Ericsson Mobile Communications AB, SEM, will assume liability for scrap of
the above material provided cause of scrap is solely at SEM and prior written
approval to scrap. SEMs maximum liability is limited to direct material and the
above defined total sum plus 1,5 % as material burden adder. (The material
burden adder is unique for this risk order; it may not form a precedent for
future orders.)
Sony Ericsson shall have the option to have the material manufactured to
finished Products at agreed price instead of scrapping the material.
Any delay in delivery of the Products, caused by Supplier will in full release
Sony Ericsson from its liability under this risk order.
Any liability of Sony-Ericsson as defined herein is limited in time to 30th June
2003. After said date or when formal purchase order is issued, which ever is
first, this risk order is no longer in effect.
3(3)
[SONY ERICSSON LOGO]
Confidential
AGREEMENT
Prepared (also subject responsible it other) No.
LD/SEMC/INYD ▇▇▇ ▇▇▇▇▇▇▇
Approved Checked Date Rev Reference
LD/SEMC/INY ▇▇▇▇ ▇▇▇▇▇ 2002-06-17 D
Supplier is requested to confirm this risk order within 10 days. If not
confirmed in due time this risk order is nil and void.
Kind Regards
/s/ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Senior Manager
Sony Ericsson Mobile Communications AB
Project Sourcing, Accessories
