Logic Company Limited
----------------------
Computer Terminal and Program Sales Agreement
Made at Logic Co., Ltd.
Xx. 000, Xxxxxxxxxx Xxxx,
XXX Xxxxx
Chongnonsi, Yannawa,
Bangkok
on the 9th date of September, 1998
This Agreement is made between King Power Tax Free Co., Ltd. by Mr.
Viratana Suntaranond, authorized to sign in obligation of the Company, office
located at No. 989, 26th-27th Floors, Xxxx Xxxxx, Xxxx X Xxxx, Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxx 00000, hereinafter called, "Buyer"; and Logic Co., Ltd., by
Mr. Trairat Jaisamran and Miss Netchanok Tangsupanich, authorized to sign in
obligation of the Company, office located at Xx. 000, Xxxxxxxxxx Xxxx, XXX
Xxxxx, Xxxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, hereinafter called "Seller". Both
parties have agreed as follows:
1. The Seller agrees to sell and the Buyer agrees to buy Sun
Enterprise 1OS computer equipment and software as specified in the appendix on
which the Buyer and Seller sign their names and have their company seal affixed
and shall be considered part of the Agreement, totalling US$23,050.10 which Will
be changed into Thai Baht on the Agreement signing date or Bt910,479.00 (Nine
Hundred and Ten Thousand Four Hundred and Seventy-Nine Baht Only) VAT not
included. The equipment shall be installed at King Power Tax Free Co., Ltd.,
00xx xxxxx, Xxxx Xxxxx, Xxxxxxx.
2. The Buyer agrees to make payment according to the contractual price
as follows:
2.1 The Buyer shall make payment of the first installment of
US$11,525.05 or Bt455,239.00 (Four Hundred Fifty-five Thousand Two Hundred and
Thirty-Nine Baht Only) to the Seller 30 days after the Buyer has received the
equipment.
2.2 The Buyer shall make payment of the second installment of
US$11,525.05 or Bt455,240 (Four Hundred Fifty-Five Thousand Two Hundred and
Forty Baht Only) to the Seller 90 days after the Buyer has made payment of the
first installment.
3. The Seller agrees to install the computer equipment and hand over
the equipment, program, documents, manuals and supplementary equipment to the
Buyer within 60 days after signing the Sales Agreement.
In case the Seller is unable to hand over the computer equipment by the
deadline, the Seller shall install a temporary computer system with similar
efficiency for the Buyer to use for the time being.
4. The Buyer shall prepare equipment necessary to control the
installation site environment such as air-conditioners, voltage controllers,
humidifiers, dust cleaners, etc. recommended by the Seller before installation
of the computer system and equipment.
5. The Seller shall recommend the Buyer how to prepare the
installation site, and the Buyer shall get it done by the deadline.
As soon as the Seller is ready install the equipment, the Seller shall
notify the Buyer at least 5 days in advance and the Buyer shall have to get the
site ready. The Seller shall extend the handover time equivalent to the time
delayed. The installation site of the computer system and supplementary
equipment under this Agreement is at King Power Tax Free Co., Ltd., Bangkok.
6. Ownership of the computer system and equipment as specified in the
appendix shall be transferred to the Buyer as soon as the Buyer pays the Seller
all the installments stated in Section 2.
7. The Seller shall provide a warranty against defect or deficiency of
the computer system and equipment as well as spare parts under this Agreement
(except Application Software) for a period of 13 months after the Buyer has
accepted the computer system and equipment and program from the Seller and the
system can function properly. By the warranty period, the Seller agrees to
provide maintenance and repairs of the computer system and equipment as follows:
7.1 At least 4 times a year inspection of the computer system
and 2 times of Preventive Maintenance, which needs to shut
down the computer equipment and will be done on Saturday and
Sunday.
7.2 Repairs or correction service during 8.00 - 17.00 hrs. daily
on working days
7.3 The Seller shall send in an engineer in 4 hours after
receiving a notice from the Buyer that the computer system
and equipment under this Agreement breaks down and does not
function properly.
7.4 The Seller shall not be responsible to the Buyer concerning
Section 7.3 if the breakdown or defect is caused by
7.4.1 the Buyer's misuse of the system and equipment
7.4.2the Buyer's failure to maintain the environment of the
installation site as recommended by the Seller.
7.5 Repairs and services under warranty shall be provided to the
Buyer at the Buyer's site in Bangkok only, except agree upon
otherwise.
7.6 After the 13-month warranty period, the Buyer agrees to make
a separate computer system and equipment maintenance service
contract with the Seller.
8. The Seller shall hand over an Application Software with Revision
Point as agreed upon, and the Buyer has the right to make a separate Software
maintenance contract with the Seller.
9. In case the Buyer makes a maintenance service contract for the
Application Software and when a new Software Revision Point is released, the
Seller shall update the computer system and equipment and offer a training (if
required) with no charge to the Buyer.
10. The Buyer accepts the fact that the Operating System With
Utilities and Programming Language as well as Application Software is not owned
by the Seller but the Seller has received permission from the manufacturer to
offer right of utilization to the Buyer, and the Buyer agrees not to sell or
offer the right of utilization to other persons and shall keep Software
information confidential. The Buyers agrees that the right to utilize the
Software will end as soon as the Buyer does not own the computer equipment any
more.
11. The Buyer agrees not to relocate the installation site of the
computer system and equipment under this Agreement without advance notice to the
Seller.
This Agreement is made in two identical copies. Both parties have
hereby read and understood all the statements, and then signed their names and
had company seal affixed in the presence of witnesses on the specified date:
...................signed.........................Buyer
(Mr. Viratana Suntaranond)
King Power Tax Free Co., Ltd.
...................signed.........................Seller
(Mr. Trairat Jaisamran and Miss Netchanok Tangsupanich)
Logic Co., Ltd.
....................signed........................Witness
(Miss Somjitr Techaaiemamorn)
King Power Tax Free Co., Ltd.
....................signed........................Witness
(Mrs. Kiratiya Sujaritkul)
Logic Co., Ltd.
