270
EXHIBIT 21.11
SUPPLY AGREEMENT
THIS AGREEMENT made as of December 15, 1999
BETWEEN:
VIBRO-TECH INDUSTRIES LIMITED, a corporation subsisting under the laws of the
Hong Kong Special Administrative Region, People's Republic of China, having a
place of business at Rooms 0000-0, Xxxx Seng Xxxxxxxx, 0 Xxx Xxxxx Xxxx Xxxxxxx,
Xxxx Xxxx Special Administrative Region, People's Republic of China
(the "Company")
AND: VIBRO-TECH ENTERPRISES LIMITED, a corporation subsisting under the laws of
the Hong Kong Special Administrative Region of the People's Republic of China,
having a place of business at Rooms 0000-0, Xxxx Seng Xxxxxxxx, 0 Xxx Xxxxx Xxxx
Xxxxxxx, Xxxx Xxxx Special Administrative Region of the People's Republic of
China
("Enterprises")
WHEREAS:
A. Under license granted August 25, 1998 Shantou has commenced, and wishes to
continue, to manufacture, and to sell in the People's Republic of China,
Bearings;
B. Enterprises has been licensed by agreement dated December 15, 1999 to market
and sell Bearings in all jurisdictions of the world except the HKSAR, the
People's Republicc of China and Japan; and
C. Enterprises wishes to avail itself of the facilities of Shantou to
manufacture Bearings and to obtain Documentation and Enhancements;
WITNESSES that the parties mutually covenant and agree as follows:
ARTICLE 1 DEFINITIONS AND INTERPRETATION
1.01 In this Agreement, including the recitals and schedules to this Agreement,
unless the context otherwise requires:
Bearings means the isolated seismic rubber bearings, the incorporeal rights to
which are owned by Vibro-Tech, Industries, Inc. and all related Documentation
and Enhancements.
Documentation means the user manuals and other written materials relating to the
Bearings and relating to the installation, use and testing of the Bearings
developed or modified from time to time by Shantou and provided to Enterprises.
271
Enhancements means any modifications, improvements or additions to the Bearings
done by Shantou.
HKSAR means the Hong Kong Special Administrative Region of the People's Republic
of China.
People's Republic of China means the mainland of the People's Republic of China
and does not include Hong Kong.
VTI Property means all right title and interest in and to a patent and certain
applications for patents in the People's Republic of China described by numbers
patent right registration ZL 95 22 200198, application no. 95 1 09348.7,
application no. 95 2 20019.8 and application No. 95 1 09347.9 and any
improvements and modifications to such rights owned by Vibro-Tech Industries,
Inc. and licensed to be used by Shantou and by Enterprises.
1.02 This Agreement and all matters arising under this Agreement will be
governed by, construed and enforced in accordance with the laws of the People's
Republic of China and any proceeding commenced or maintained in connection with
this Agreement will be so commenced and maintained in the City of Shantou,
Guangdong Province, China to which jurisdiction the parties irrevocably attorn.
1.03 All amounts determined under, or referred to in, this Agreement will be in
renminbi and any conversion is necessary such conversion will be done at the
rate or rates published by the Bank of China from time to time.
ARTICLE 2 AGREEMENT TO MANUFACTURE
2.01 Shantou will from time to time accept from Enterprises orders to
manufacture Bearings, and will provide in the English language from time to time
all supporting Documentation and incorporate Enhancements for the marketing,
sale and installation of Bearings by Enterprises in all jurisdictions of the
world except the HKSAR, the People's Republic of China and Japan.
2.02 Each of Shantou and Enterprises will communicate with each other and
cooperate in the spirit of communication and equality should Shantou or
Enterprises receive advice from time to time on any aspect of, or change to, the
Bearings or the Documentation.
2.03 Enterprises may sale Bearings directly or may enter into agency
arrangements, partnerships, companies, joint ventures or other forms of
associations with third parties on such terms and conditions as may from time to
time be agreed for the sale of Bearings and for the establishment of facilities
for the manufacture of Bearings on conditions acceptable to Vibro-Tech
Industries, Inc..
ARTICLE 3 PURCHASE OF BEARINGS
3.01 Shantou will from time to time receive from Enterprises orders to
manufacture Bearings and will sell to Enterprises at the cost of production of
Shantou plus any value added tax levied under the law of the People's Republic
of China Product as modified by the Supplementary Regulations of the Shantou
Special Economic Zone for Encouragement of Investment at the order of
Enterprises plus the any cost of cargo, insurance and freight or installation,
if such amounts are to be paid by Shantou.
272
3.02 Shantou represents, warrants and covenants to and with Enterprises that the
Bearings will be of merchantable quality and fit for the purpose for which they
are intended.
3.03 Shantou will provide from time to time any additional warranty, covenant or
guarantee regarding the quality or life of the Bearings as is appropriate as
Enhancements occur.
ARTICLE 4 TERMINATION OF AGREEMENT
4.01 This Agreement will terminate on the earlier of December 31, 2050 or:
(a) on the liquidation of the Company under the Foreign Investment Enterprises
Liquidation Procedures of the People's Republic of China;
(b) if Enterprises fails within six months to make any payment to Shantou after
notice has been given by Shantou that any such amount is due and owing to
Shantou;
(c) three months after receipt by Shantou from Enterprises that this Agreement
is terminated, but any orders placed by Enterprises before the delivery of such
notice will be completed by Shantou and paid for by Enterprises;
(d) if Enterprises should become insolvent, make under applicable law an
assignment for the benefit of its creditors or petition a court in bankruptcy
for relief from its creditors or the appointment of a receiver, trustee or other
such person to manage the affairs of Enterprises or liquidate the affairs of
Enterprises for the benefit of its creditors; or
(e) the time at which Shantou determines that any of Enterprises or its legal
representative is in breach of any condition in this Agreement.
ARTICLE 5 ARBITRATION
5.01 All disputes under this Agreement will be settled by the parties in the
spirit of equality and cooperation and if not agreed between the parties will be
settled by reference to a single arbitrator under the Supplementary Regulations
of the Shantou Special Economic Zone for Encouragement of Foreign Investment as
agreed upon by the parties, or if not agreed upon within four weeks of either
party giving notice of a dispute, then as designated by Enterprises.
ARTICLE 6 GENERAL PROVISIONS
6.01 Time is of the essence of the performance of every obligation under this
Agreement, and no failure or lack of diligence by any party in proclaiming or
seeking redress for any violation of, or insisting on strict performance of, any
provision of this Agreement will prevent a subsequent violation of that
provision, or of any other provision, from giving rise to any remedy that would
be available if it were an original violation of that provision or another
provision.
273
6.02 This Agreement will be binding upon and enure to the benefit of the
respective heirs, executors, administrators and other legal representatives and,
to the extent permitted hereunder, the respective successors and assigns, of the
parties.
6.03 Unless otherwise provided herein, any notice, payment or other
communication to a party under this Agreement may be made, given or served by
delivery, telecopy or email and addressed as follows:
(a) if to Enterprises:
Vibro-Tech Enterprises Limited
Rooms 2001-4, Hang Seng Building
00 Xxx Xxxxx Xxxx Xxxxxxx, XXXXX
Xxxxxxxxx: Xx. Xxx Xxxxx
Tel/Fax: 000-000-0000-0000
with a copy to:
Vibro-Tech Industries, Inc.
201-11240 Bridgeport Road
Richmond, B.C. V6X IT2
Attention: Xx. Xxxx Xxxxx, President and Xx. Xxxxxxx Xxxx, Chairman
Fax: 000-000-0000
Email: xxxxxxx@xxxxxx.xxx
------------------
(b) if to the Company:
Shantou Vibro-Tech Industrial and Development Co Ltd.
Long Xxx Xxx Road
Shantou City, Guangdong Province, 510405 China
Tel/Fax: 000-0000-0000-0000
with a copy to:
Vibro-Tech Industries, Inc.
201-11240 Bridgeport Road
Richmond, B.C. V6X IT2
Attention: Xx. Xxxx Xxxxx, President and Xx. Xxxxxxx Xxxx, Chairman
Fax: 000-000-0000
Email: xxxxxxx@xxxxxx.xxx
------------------
274
6.04 Any notice, payment or other communication so delivered, telecopied or
emailed will be deemed to have been given or served at the time of delivery or
transmission by telecopy or email.
6.05 A party may by notice change its address for service.
7.06 This Agreement constitutes the entire agreement between the parties and
supercedes all previous agreements or understandings between the parties in any
way relating to its subject matter and the Company has made not representations,
inducements, warranties or promises concerning this Agreement or the matters
referred to herein which are not embodied in this Agreement.
IN WITNESS WHERE OF this Agreement has been executed by the parties as at the
date first above written.
SHANTOU VIBRO-TECH INDUSTRIAL AND DEVELOPMENT CO. LTD.
By: /s/ Xxxxxxx Xxxx
Print Name: Xxxxxxx Xxxx
VIBRO-TECH ENTERPRISES LIMITED
By: /s/ Xxx Xxxxx
Print Name: Xxx Xxxxx
