PURCHASE CONTRACT
CONTRACT NO. JRC-002
SIGNING DATE: June 14, 2000
SIGNING PLACE: Ellicott City, Maryland
SELLER:
LINK PLUS CORPORATION
0000 XXXXXXXX XXXXXX XXXXX
XXXXXXXX XXXX, XX 00000
Contact Person: Xxxxxx X. Xxxxx, Xx.
Tel: 000 000-0000
E-mail: xxxxxx@xxxxxxxx.xxx
BUYER:
Fax: 000 000-0000
JAPAN RADIO COMPANY, LTD.
1-1 SHIMORENJAKU 5 CHOME
0-0 XXXXXX-XXX, XXXXX 000-0000, XXXXX
Contact Person: Tadahiro Muta
Tel: 000 0000 0000 Fax: 000 0000 0000
E-mail: xxxx@xx.xxx.xx.xx
This contract is made by and between the Buyer and the Seller, whereby
the Buyer agrees to buy and the Seller agrees to sell the
under-mentioned commodity, subject to the terms and conditions
stipulated below:
1. COMODITY:
a) Model No.- LPC 4000C, Includes Lincompex software pursuant to the
following International Telecommunications Union (ITU)
Recommendation,
ITU-R F1111. 1;
b) Part No.- AM29LV001BT-90EI, or equivalent (EPROM);
c) Software Version- 911-001
2. COUNTRY OF ORIGIN AND MANUFACTURER:
Link Plus, Corporation, USA
Exhibit 10-5 - Pg. 1
DELIVERY SCHEDULE:
ITEM NO. QUANTITY PRICE (CIF) DELIVERY
LPC4000C 10 (pcs) US$100 each 7/10/00
(Transmit Only)
LPC4000C Complete 2 (pcs) US$100 each 8/15/00
On the LinkPlus Board
LPC 4000C 20 (pcs) US$1OO each 9/1/00
Technical Materials' one(l) set - 9/1/00
LPC 4000C 180 (pcs) US$100 each 12/31/00
LPC 4000C 200 (pcs) US$100 each 5/10/04 to 12[2]
1. Technical materials includes all items needed for total system
configuration development Including: instruction manual;
specifications; drawings; etc.
2. Delivery to be made on this date each year until 2012.
4. LICENSING OF SOFTWARE:
If the Seller is unable to deliver the product pursuant to the
schedule set forth in Section 3 above, then Seller shall license the
Lincompex software source code and patents to the Buyer.
5. PACKING:
Goods sold and delivered hereunder are to be packed in strong, new
wooden case(s)/new carton(s)/container(s), suitable for distance
ocean/parcel post/air freight transportation and to changes of climate
and well protected against moisture, shocks, rust, and rough handling.
The Seller shall be liable for any damage to the commodity and for
expenses incurred on account of improper packing and for any rust
attributable to inadequate or improper protective measures taken by
the Seller in regard to the packing.
6. INSURANCE
In case of FOB and C&F terms: Insurance coverage shall be provided by
the Buyers.
In case of CIF terms: Insurance coverage shall be provided by the
Seller for 110 % of the total invoice value against all risks to the
destination.
7. PORT OF SHIPMENT
Maryland, USA
Exhibit 00-0 - Xx. 0
0. XXXX XX XXXXXXXXXXX
Xxxxx, Xxxxx
9. TIME OF SHIPMENT
One Week
10. TERMS OF PAYMENT
a) Buyer shall make a payment of U.S. Two Hundred Thousand Dollars (US$
200,000) as a pre-payment of the entire contract. Payment shall be
made within five (5) days after the signing of this Contract by wire
transfer to the following account:
Mellon Bank
Pittsburgh, PA USA
ABA Routing No. 043 000 261
For Credit to:
Xxxxxxx Xxxxx Account No. 101-1730
Further Credit to:
Link Plus International, Inc. Account No. 519-07946
11. SHIPPING DOCUMENTS
a) Invoice(s): In 3 copies indicating Contract number, shipping xxxx,
and number of the Letter of Credit.
b) Two copies of negotiable clean xxxx(s) of lading to order, blank
endorsed, or naming Buyer's consignee, (marked "freight as arranged"
if the price in this Contract is based on FOB; marked "freight
prepaid" if on CIF).
c) Two copies of Air Waybill.
d) Two copies of Insurance Policy/Certificate.
e) Two copies of certificate of quality and quantity issued by the
Seller.
f) Packing list.
12. TERMS OF SHIPMENT
The shipment shall be arranged by the Seller with Air Waybill/postage.
The Sellers shall airmail or fax to the Buyer the above mentioned
items, date of departure, expected date of arrival, carrier's name and
shipping notice within three(3) days after departure.
13. SEVERABILITY
Exhibit 10-5 - Pg. 3
Any provision of this Agreement which is prohibited by or unlawful or
unenforceable under any applicable law of any jurisdiction will be
ineffective as to such jurisdiction without affecting any other
provision of this Agreement. To the full extent, however, that the
provisions of such applicable law may be waived, they are hereby
waived, to the end that this Agreement be deemed to be a valid and
binding Agreement enforceable in accordance with its terms.
14. COMPLETE CONTRACT AND ASSIGNMENT:
The terms and conditions found within this Contract constitute the
complete and final understanding of the Seller and Buyer (hereinafter
"the parties") with respect to the commodity referred to herein. No
modification, extension or release from any provision hereof shall be
effective unless the same shall be confirmed in writing by the Party
to be bound.
Neither this Contract nor any interest therein shall be assigned
without the prior written consent of the Seller.
15. LICENSE, DUTIES AND TAXES
Except as otherwise provided herein, all import permits and licenses
and the import duties, customs fees and all taxes levied by any
government authority other than the Seller's country shall be the sole
responsibility of the Buyer.
16. FORCE MAJEURE:
In case of Force Majeure, the Sellers shall not be held responsible
for delay in delivery or non-delivery of the goods, provided, that
Seller shall immediately notify the Buyers by facsimile and deliver to
the Buyers by registered mail a certificate issued by government
authorities or chamber of commerce as evidence of such Force Majeure
event. If the shipment is delayed over one month as the consequence of
the said Force Majeure, the Buyers shall have right to cancel this
Contract. Seller's inability to obtain an export license shall not be
considered as Force Majeure.
17. CLAIMS
Should the quality, quantity, and/or specification of the commodity be
found not in conformity with the description set out in Clause 1, the
Seller agrees to examine any claim by Buyer, which shall be supported
by a report issued by a reputable arbitrator approved by the Seller.
Claims concerning quality shall be made in writing within fifteen (15)
days after the arrival of the goods at the port of destination.
18. LEGAL VENUE
All questions concerning the validity and operation of this Contract
shall be governed and construed in accordance with the laws of the
State of Maryland USA. Any action arising under this Contract shall be
brought in the United States District Court for the State of Maryland
and each hereby submits to the exclusive jurisdiction and venue of
such court. Notwithstanding the above, all disputes arising from or in
connection with this Contract shall, if possible, be settled amicably
through friendly negotiations.
Exhibit 10-5 - Pg. 5
THE SELLER THE BUYER
LINK PLUS CORPORATION JAPAN RADIO CO., LTD.
By: /s/Xxxxxx X. Xxxxx, Xx. By: /s/Tadahiro Muta
------------------------- ----------_---------------
Xxxxxx X. Xxxxx, Xx. Tadahiro Muta
Chairman, CEO Executive Director
Business Group III
Witness:__/s/Xxxxxxx Kull____ Witness:_/s/Xxxxxx X. Kolasch_
Exhibit 10-5 - Pg. 6
