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EXHIBIT 10.2(a)
FRAMEWORK AGREEMENT, SIMEX AS - BRODRENE KVERNELAND BRYNE AS.
1. THE EXTENT OF THE AGREEMENT.
This agreement concerns company cars, plus employees who present a
written confirmation for driving allowance for a minimum of 6000
kilometers in connection with business - also in 100% owned
subsidiaries/mother companies.
2. VALIDITY
This agreement runs until terminated by one of the parties, after a
three months notice. In case of material breach, the other party has
the right to terminate the agreement without further notice.
Even though the agreement is terminated, the parties' contractual
duties persist to be in force.
Both parties may at any time ask for new negotiations, in order to
alter and amplify the agreement.
This agreement applies to cars from Brodrene Kverneland Bryne AS.
3. MODEL/DISCOUNTS/EQUIPMENT.
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PASSENGER CARS COMPANY CARS CARS WITH DRIVING
ALLOWANCE FOR MIN. 6000
KILOMETERS.
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KA 12% 9%
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FIESTA 13% 10%
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ESCORT 13.5% 11%
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FOCUS 13.5% 11.5%
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MONDEO 14.5% 12%
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GALAXY 13% 11%
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COUGAR 12% 10%
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VANS
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COURIER 11% 9%
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TRANSIT 15.5% 12.5%
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GALAXY 13% 11%
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The discount applies to both the cars and equipment installed by the
car manufacturer.
EQUIPMENT INSTALLED BY BRODRENE KVERNELAND AS (NET PRICES).
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CAR FIESTA/ ESCORT FOCUS FOCUS MONDEO MONDEO GALAXY COURIER Transit
MODEL KA station
5 door wagon 5 door station
wagon
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Winter 4470,- 5674,- 6270,- 6616,- 5795,- 5795,- 7434,- 4140,- 7875,-
wheels
with
spikes
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Winter 4221,- 5776,- 6334,- 6746,- 5846,- 5846,- 7389,- 4029,-
wheels
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Tow 5144,- 3685,- 3450,- 3950,- 3225,- 3931,- 4781,- 3464,- 3098,-
bar
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Roof 1393,-. 1150,- 1266,- 1457,- 1266,- 1457,- 1225,- 1386,- 1138,-
rack
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First 340,- 340,- 340,- 340,- 340,- 340,- 340,- 340,- 340,-
aid kit
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Engine 1426,- 1557,- 1557,- 1557,- 1557,- 1557,- 1695,- 1331,- 1714,-
heater
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Adverti 3950,- 3950,- 3950,-
sement
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All prices includes installation and VAT.
Advertisements are to be fitted by "Alfabet". The cost of the
advertisement is part of the leasing agreement. Brodrene Kverneland
Bryne AS will not reserve any profit on the invoiced price, but will
claim the real costs connected with the fitting of the advertisement,
covered.
Ahead of delivery to Simex AS, there are to be installed handsfree
sets for mobile phones in all company cars. The invoice for this
equipment and the installation, is to be sent from "Bilradio
Spesialisten" to Simex AS.
Other kinds of equipment delivered and fitted by Brodrene Kverneland
Bryne AS; When delivering a new car, 20% discount is given, based on
the recommended retail price at Brodrene Kverneland.
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4. ORDER
Simex contact person in matters of ordering company cars, with
reference to this agreement, is Xxxxx X. Xxxxxx.
Brodrene Kverneland Bryne AS' contact person is sales executive Trond
Xxxx Xxxxx.
All orders for company cars, with reference to this agreement, are to
be written. The orders are to be signed by the contact person/the
procurist. Employees, with or without a driving allowance, may contact
trond Xxxx Xxxxx directly.
5. INVOICING AND TERMS OF PAYMENT
The invoice is to be drawn at delivery.
When purchasing cars, the term of payment are cash payment at
delivery.
The service agreements are normally invoiced quarterly. The invoice
becomes due for payment 45 days after the date of invoice.
In cases of late payment, more interest, in accordance with the law on
more interest, will be charged.
6. GUARANTEES
All new Ford models if delivered with a 12 months guarantee,
independent of the mileage.
6 years guarantee against corrosive attack, except Focus which have a
12 years guarantee against corrosive attack.
In addition, the "Kverneland guarantee", which applies to all company
cars which are part of a service and maintenance agreement.
7. SERVICE AND MAINTENANCE AGREEMENTS
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3 years Km. 60000, Km. 60000, Xx 00000, Xx 00000, Xx 00000, Xx 90000,
gas diesel gas diesel gas diesel
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Fiesta/ KA 0,20 0,20 0,20
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Escort 0,20 0,20 0,20 0,20
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Mondeo 0,20 0,20 0,20 0,20 0,20 0,20
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Galaxy 0,20 0,24 0,24 0,24 0,24 0,20
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Courier 0,20 0,20 0,20 0,20 0,20 0,20
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Transit 0,24 0,24 0,24 0,24 0,24 0,24
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The prices are ex. VAT.
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Enclosed are the detailed service and maintenance agreement.
8. ANNUAL TAXES/REGISTRATION FEE
Annual taxes, settled by the government (1999: NOK 1965,-), and
registration fee, NOK 900,-, for all new cars.
9. RE-PURCHASE RATES/RESTVALUES
Restvalues, passenger cars:
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XXXXXXXX XX 00000 XX 00000 XX 90000
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Focus 1.6 5d. 59,81% 56,55% 51,11%
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Focus 1.6, stw. 61,04% 57,80% 52,32%
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Xxxxxx 0.0, Xxxx 60,72% 57,41% 51,89%
4d/5d
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Mondeo 1.8 Ghia 61,96% 58,64% 53,11%
4d/5d
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In addition:
Sunroof: NOK 2000,-
Air condition: NOK 2500,-
Radio: NOK 1000,-
Winter wheels with spikes: NOK 1000,-.
ALL PERCENTAGES ARE CALCULATED ON BASIS OF THE INVOICED PRICE ON THE
CAR ONLY, AFTER THE DISCOUNTS ARE DRAWN. EQUIPMENT, WHICH ENTITLES AN
INCREASE IN THE RE-PURCHASE RATE, ARE TO BE ADDED TO THE CALCULATED
RESTVALUE.
Restvalues, vans:
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CARMODEL 3 yrs/ 3 yrs/ 3 yrs/ 3 yrs/ 3 yrs/ 3 yrs/
30000 xx 00000 xx 00000 xx 00000 xx 00000 xx 00000 xx
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Courier, diesel 47,49% 46,43% 45,38% 44,32% 41,16% 36,94%
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Courier, gas 47,10% 46,05% 45,01% 43,96% 40,82% 36,63%
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Transit 100 S diesel 41,66% 40,56% 39,47% 38,37% 35,08% 30,70%
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Transit 120 S T 42,00% 40,89% 39,79% 38,68% 35,37% 30,95%
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diesel
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Galaxy 2.0i Flight 56,01% 54,93% 53,85% 51,70% 46,85% 43,08%
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In addition:
Air condition: NOK 2500,-
Radio: NOK 600,-
Winter wheels with spikes: NOK 1000,-.
ALL PERCENTAGES ARE CALCULATED ON BASIS OF THE INVOICED PRICE ON THE
CAR ONLY, AFTER THE DISCOUNTS ARE DRAWN. EQUIPMENT, WHICH ENTITLES AN
INCREASE IN THE RE-PURCHASE RATE, ARE TO BE ADDED TO THE CALCULATED
RESTVALUE.
All restvalues may be adjusted in accordance with price regulations or
change in the state of the market for re-purchase cars. This applies
to future purchases only, not existing agreements. Simex are to be
notified immediately if adjustments are to be carried out.
10. EVALUATION/RE-PURCHASE
In connection with handing in cars, Brodrene Kverneland Bryne AS will
evaluate the car. A neutral valuer may be appointed on own account.
This evaluation will be evaluated against the evaluation carried out
by Brodrene Kverneland Bryne AS. Any discrepancies on this point may
be solved by negotiations. If the evaluation from the neutral valuer,
differs from the evaluation from Brodrene Kverneland Bryne AS, this
evaluation is to be considered as the basis for the calculation of
pakost
If the car, at delivery, has been driven further than the agreed
mileage, either NOK 0,80 per km for passenger cars and 0,40 per km for
vans, will be invoiced, or Brodrene Kverneland Bryne and Simex agree
upon an amount which is to be paid by the user, based on the exceeded
mileage. A sensible evaluation is to be made, on the basis of a
realistic evaluation of the cars' decrease in value and the exceeded
mileage.
The part exchange price is determined by that all services have been
observed at a certified Ford-distributor. Necessary repairs in order
to maintain damage beyond normal wear and tear, is to be subtracted
from the re-purchase value according to rate.
SERVICE- AND MAINTENANCE AGREEMENT WHEN HANDING IN LEASED CARS
When the cars are handed in to Brodrene Kverneland Bryne AS, a
calculation is to be made in order to find out whether Simex has paid
to little/much in proportion to the mileage of the individual car.
Simex has to pay for a minimum of 45000 km.
A settlement will be prepared annually, regarding the difference
between agreed and actual mileage. This applies to rest values and
service-and maintenance agreements.
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11. COURTESY CAR
In cases of service/damage/claims at our workshops, a courtesy car
will be at the disposal for all users of cars with service, and
maintenance agreements. A reservation in advance is required.
12. FORD BUSINESS PARTNER
Ford Credit has developed a system for the administration of cars,
which includes finance, service, insurance and gascard, with reference
to the need.
By leasing through Ford Credit, Simex is offered the best conditions
available.
13. FOR BUSINESS PARTNER FINANCING
For users with mileage allowance, this will be a very favourable
offer. Users with mileage allowance exceeding 6000 km. per year is
offered a 0% cash loan. The user is secured a guaranteed re-purchase
value/part exchange guarantee, which renders a good overview of the
car costs possible.
14. FORCE MAJEURE
Circumstances beyond a party's control, and which occurs after the
entering of the agreement and impede its fulfillment, are to be
considered a cause for exception. The party who wish to plead such a
circumstance, shall, without intermission, notify the other party in
writing.
15. DELIVERY
Order from factory: 8-12 weeks
Order form own storehouse: 2-3 weeks
The car is delivered with 1/2 tank of gas, warning triangle and rubber
mats. The car is marked with Simex-dekaler in accordance with the
regulations.
If the cars are delayed from the factory, Brodrene Kveneland Bryne
shall notify Simex without intermission.
Brodrene Kverneland Bryne AS delivers all new cars to Simex AS' main
office at Forus.
On delivery to other places in Norway, i.e. bergen, Brodrene
Kverneland Bryne AS, will bring the car to the port of Sandnes. The
cars are transported by ship to bergen, where he car is picked up by
the buyer. (vice verse when handing inn leased cars).
Freight charge (boat/car/train from Sandnes to Bergen) for the cars
to and from i.e. Bergen, is in its entirety charged Simex AS.
16. FINANCING
All cars are to be financed through Westbroker Finans AS, contact
person is Bernt Lie.
17. LEASED CARS BOUGHT BY SIMEX AS AFTER EXPIRATION OF LEASING AGREEMENT.
Brodrene Kverneland Bryne AS will add 10% profit to the restvalue on
cars which restvalue are less than NOK 100000,-.
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Brodrene Kverneland Bryne AS will add 7% profit to the restvalue on
cars which restvalue exceed NOK 100000,-.
When the individual leasing agreement expires, Simex AS is free to
prolong the leasing period. If the leasing period is prolonged, it
shall apply for a minimum of 1 year, after the expiration of the
leasingperiod of 3 years. If the leasingperiod is prolonged, the rest
value guarantee from Brodrene Kverneland Bryne AS no longer applies.
In cases of resale, Brodrene Kverneland Bryne AS has a right of
preemption, based on normal writedown, which is 15% per year, the
basis for the writedown is the restvalue after 3 years.
18. OTHER
All adjustments or circumstances that may affect this agreement, shall
immediately be notified to the suffering party (the party which is
affected by the amendment). This point is mutual.
19. LAW
Norwegian law is applicable among the parties. If a dispute appears,
with reference to this agreement, the dispute shall seek a settlement
through negotiations. If negotiations do not lead anywhere within 1
month, the dispute is to be referred to arbitration. The fact that a
dispute has been referred to arbitration, does not solely decharge the
parties from fulfilling their contractual duties.
...26...March 1999
(sign) (sign)
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Brodrene Kverneland Bryne AS Simex AS
Trond Xxxx Xxxxx Bjorn Hilleroy Xxxxxx
(sign) (sign)
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Brodrene Kverneland Bryne AS Simex As
Xxxx Xxxxxx Xxxxx Xxxxx
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SERVICE/MAINTENANCE AGREEMENT
SS.1. TERMS OF PAYMENT
Agreed sum is to be paid in arrears quarterly, net per 45 days. If
payment fails to appear, the agreement may be terminated with
immediate effect.
SS.2. THE EXTENT OF THE AGREEMENT.
The agreed price for maintenance covers:
a) Service in accordance with the instructionbook FORD MOTOR NORGE
A/S, which is present in all cars.
b) Repairs as a result of normal wear and tear.
c) Free rental car ex. gas for the duration of the service.
d) If Simex' cars (Ford) are in need of temporary expedient,
independent of the time of day/night, available temporary
expedient shall be contacted. Any disbursement will be covered by
Brodrene Kverneland A/S.
TEMPORARY EXPEDIENT TELPH. 51583644 (Stavanger) or 91620200 (Bryne).
e) Users of cars in Hordaland shall have the service etc. done at
Ford-dealer Xxxxxxxx Laksevag.
The contact person at Xxxxxxxx Laksevag is Xxxxx Xxxxxxx.
SS.3. USE AND MAINTENANCE.
The seller's obligations according to this agreement is dependent upon
that the buyer shows normal caution and follows the instructions set
out for the use of the vehicle, according to the instructionbook and
directions given by FORD NORGE A/S, on oiling and change of oil.
The vehicle must be used in normal operating condition, and must not
be overloaded. The vehicle must mainly be used in the part of the
country and to the purposes agreed upon. It is a condition that the
vehicle at all times is in a condition according to the regulations,
and that the seller is contacted as soon as an error is uncovered, in
order to avoid unnecessary damage.
The sellers workshop is to be used to the extent possible. If this is
not possible, the closest Ford dealer is to be contacted.
In Bergen the Ford dealer Xxxxxxxx Laksevag (Xxxxx Xxxxxxx Tlph.
55942200) shall/ought to be contacted, in order to carry out normal
maintenance without requisition from Br. Kverneland.
No repairs made outside Brodrene Kvernelands divisions will be paid,
without an approved requisition from Br. Kverneland.
SS.4. COSTS PAID BY THE BUYER.
Unless other is specifically agreed upon, this maintenance agreement
does not cover i.e.:
- Gas, diesel
- Daily maintenance, i.e. wash, polish
- Filling oil and rinsing fluid, in between the services
- Change of wheels according to normal wear and tear and
damage.
- Maintenance and repairs on unspecified equipment
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- Finish on chrome and paint
- Damaged caused by car crash, collision, careless use etc. In
these cases the sellers car body workshop is to be used.
- Traffic damage and damage caused by natural disasters
- Salavage costs and towing
- Maintenance and repair as a result of irregular use of the
car.
SS.5. EXCHANGE PARTS
All items replaced, fall to the seller.
SS.6. SETTLEMENT
If the agreement is terminated before the agreed time of expiration,
the settlement will be based on the actual mileage.
HAND IN OF LEASED CAR:
When the car is delivered to Br. Kverneland bryne AS, a calculation is
to be made in order to find out whether Simex has paid too little/
much in proportion to the mileage of the individual car. Simex has to
pay for a minimum of 45000 km. The settlement is to be made annually.
SS.7. FORCE MAJEURE
The seller may plead force majeure when circumstances beyond his
control makes him unable to fulfil the duties set down in this
agreement. Alterations in toll and taxes i.e. according to government
regulations will entail similar amendments of the prices set down in
this agreement. If the agreed prices hereby is changed substantially,
The buyer has the right to terminate the agreement with immediate
effect.
SS.8. DELEGATION
The agreement may not be transferred to a third party, without written
approval from the seller.
SS.9. LAW
Norwegian law is applicable among the parties. If a dispute appears,
with reference to this agreement, the dispute shall seek a settlement
through negotiations. If negotiations do not lead anywhere within 1
month, the dispute is to be referred to arbitration. The fact that a
dispute has been referred to arbitration, does not solely decharge the
parties from fulfilling their contractual duties.
...26...March 1999
(sign) (sign)
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Brodrene Kverneland Bryne AS Simex AS
Trond Xxxx Xxxxx Bjorn Hilleroy Xxxxxx
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