Equipment Purchase Agreement May 19, 2005 Between
Exhibit
10.9
May
19,
2005
Between
|
The
seller
DMG
meccanica
▇▇▇
▇▇▇▇▇▇▇▇,▇▇/▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇- ▇▇▇▇▇▇ (▇▇)
▇▇▇▇▇
(Later
called DMG)
|
and
|
The
Buyer
JINZHOU
HALLA ELECTRICAL
EQUIPMENT
CO.,LTD
No.
16, Yulu Street, Jonzhou City,
Liaoning
P.R. C., China
(Later
called JHECO)
|
1
A.
GENERAL
DESCRIPTION
The
following Contract concern the supply of one winding/inserting machine and
two
specific tooling capable of processing alternators stators.
For
the
purpose of this Contract, we have in our hands the following drawings and
documentation:
Stator
model JFZ192C diameter 106.2 mm '
• Lamination
and Pack drawing: JA131A08501
• Stator
Assembly Drawings: JA100808501
• Stator
Winding Specifications: JM00A08502
• Winding
with reversed wave split phases with/without inter-Ease connection
• Bare
Wire
diameter: 1.30mm (double insulation is used)
Stator
model JFZ192D diameter 106.2 mm
• Lamination
and Pack drawing: JA131A08501
• Stator
Assembly Drawings: JAI 00808601
• Stator
Winding Specifications: JAI 00A08602
• Winding
with reversed wave split phases with/without inter-fase connection
• Bare
Wire
diameter: 1.35mm (double insulation is used)
Stator
model JFZ1929C diameter 100.2 mm
• Lamination
and-Pack drawing: JA131A09501
• Stator
Assembly Drawings: JA100809501
• Stator
Winding Specifications: JAI 00A09502
• Winding
with reversed wave split phases with/without inter-fase connection
• Bare
Wire
diameter: 1.16mm (double insulation is used)
DMG
guarantee the machine is able to wind and insert alternator stators with
simultaneous insertion of the three phases with a slot fill up to 82% (square
wire calculation method). DMG will do its best to prove 85% can be
reached.
B.
TECHNICAL
DESCRIPTION OF MACHINES AND TOOLING
1.0 OP.
20 -
WAVE WINDING AND INSERTING
1.1 Automatic
Winding and Inserting Machine models WWA-0/R.
The
machine is composed by a central base in welded fabricated structure for
supporting the double ends indexing arm and the attachments for one (1) winding
module and one (1) vertical inserting module. The double ends indexing arm
is
utilized to transfer the two upper inserting blade pack tooling from the winding
module to the inserting module and vice versa. The machine includes the
following modules:
2
1.1.1 Vertical
Wave Winding Module, designed to produce wave shaped coils.
The
winding head is composed of a rotor, which generates a polygonal coil, having
a
developed coil length (circle) between 800 mm. (31,5") and 1500 mm. (59").
This
rotor is composed of six (6) radial moving forms for supporting the stratified
winding (precision layer) and six (6) pushers for coil internal forming. Both
forms and pushers, by moving towards the center, generates a wave shape to
the
polygonal wound coil. This is then finally ejected into the upper blade pack
tooling.
The
module has the following capabilities:
- use
of
single or parallel wires
- single
or
multiple layer of windings
- programmed
position for leads exit
- programmed
position for each winding on the upper blade pack tooling
- any
type
of winding including:
- traditional
phases
|
-
|
reversed
wave split phases with or without cutting the wire between the
semi-phases
|
|
-
|
intra-bundle
device to hide the exit lead of the internal phase. With this device
the
internal diameter of the stator will be clear from the presence of
any
lead
|
1.1.2 Vertical
Inserting Module for the automatic insertion of coils and closure wedges into
the alternator stator pack.
The
wedge
material is fed through a set of rollers at a programmed length, cut and formed
into the wedge magazine.
A
single
solid ring placed on the insertion axe, clamps the stator during the insertion
cycle. This unit, along with the stator alignment gauge, guarantee a stiff
and
accurate positioning of the stator during the insertion process. The clamping
bracket is pneumatically operated, the alignment gauge is manually operated.
The
transfer of the upper blade pack tooling with the wound coils from the winding
to the insertion module and vice versa is done automatically with a double
ends
indexing arm. Loading and unloading operations of the stator are manually
performed. DMG has to provide a heating device to keep the wedge material warm
in winter time. JHECO to provide a reference.
SPECIFIC
TOOLING
1.2 Complete
Set of Specific Tooling to be mounted on the above machine mod. WWA-O/R for
only
one alternator stator type with 36 slots, including:
|
-
|
one
(1) lower inserting tooling complete with wedge preparation, wedge
magazine and wedge push rods
|
|
-
|
two
(2) upper blade pack inserting tooling (one per operating
station)
|
|
-
|
one
(1) stator alignment gauge and clamping
tooling
|
|
-
|
one
(1) set of six (6) forms and six (6) pushers for winding
form
|
|
-
|
one
(1) set of coil ejector
|
The
tooling is complete with quick change and set-up device.
3
2.0 OPTIONS
AND/OR ADDITIONS:
2.1 SPARE
and
WEAR PARTS
Should
the Customer order the proposed line, the detailed list relevant to the Spare
and Wear parts estimated necessary for a period of 2,000 working hours and
covering the total amount shown, will be submitted for approval. The parts
will
be then delivered with the line.
2.2
PACKING
The
investment shown is for seaworthy type packing.
2.3 OPERATOR
TRAINING AND MANUALS
For
the
Training of your Operators we estimate it will involve four days period: two
days in Italy before the shipment of the line and a two days in your Plant,
after the line has been installed. This will include:
a. Overall
equipment operation
b. Individual
station operation
c. Equipment
tooling change over
d. Equipment
trouble shooting
e. Material
loading
It
would
be the Customer choice to send Operators or Maintenance Technicians to DMG
for
longer period that the one foreseen above, specifically during the debugging
and
preliminary tests of the line. No additional costs will be charged to the
Customer for this during the time in Italy.
Part
of
this, are the Operator and Maintenance Manuals in English Language.
2.4 INSTALLATION
and START-UP
Installation
Supervision and Start-up of the Line in your Plant. This will
involve:
a. Check
Station Alignment
b. Manual'
operation try-out of every station.
4
c. Automatic
try-out of every station and complete system.
|
d.
|
All
debugging, including PLC, pneumatics, hydraulics, tooling, etc.,
related
to the above.
|
e. Product
try out and bringing the quality to the point of acceptance in
Italy.
|
f.
|
Run
off and Customer acceptance of the line to the same standards and
overall
efficiency as were met in Italy.
|
Items
that we cannot assume responsibility for are:
a. Time
required to repair damaged parts during shipment.
|
b.
|
Try-out
of every new materials that were not used during the acceptance tests
in
Italy.
|
The
estimated total time required would be approx. 8 man/days including traveling
time. If additional time is required, this will be charged at our standard
service rates.
2.5 TRANSPORT
CIF DALIAN
The
investment shown is for transport CIF Dalian Port (China).
|
C.1
|
INVESTMENT
SUMMARY FOR THE WINDING/INSERTING MACHINE MOD. WWA-0/R SHOWN IN LAYOUT
A
|
Prices
in
EURO 1.0
|
1.0
|
Wave
Winding and Inserting
|
|
1.1
|
One
(1) Automatic Wave Winding and Inserting Machine mod. WWA-0/R,
without
specific tooling. The machine is complete
with:
|
1.1.1 One
(1)
Vertical Wave Winding Module
1.1.2 One
(1)
Vertical Inserting Module 275.000,00
|
1.2
|
Two
(2) Complete Set of Specific Tooling for
one
stator type with 36 slots155.000,00
|
INVESTMENT
(Machine and Tooling)EURO
430.000,00
MACHINE
PROMOTIONAL DISCOUNT 5%-EURO
13.750,00
5
| TOOLING PROMOTIONAL DISCOUNT 10% |
-EURO
15.500,00
|
| NET INVESTMENT (Machine and Tooling) |
EURO
400.750,00
|
2.0 OPTIONS
and/or ADDITIONS:
2.1 Spare
and
Wear Parts
Spare
and
Wear Parts estimated necessary for approx. 2000 working hours10.000,00
2.2 Packing
Packing
for road/sea transportation3.000,00
2.3 Operator
Training
Operator
Training in DMG and at Customer Plant, including maintenance
manuals
3.000,00
2.4 Installation
and Start Up
Installation
and Start Up in Customer Plant7.000,00
2.5 Transport
CIF Dalian Port
Transport
CIF Dalian Port (China)7.250,00
INVESTMENT
(Options and/or Additions)EURO
30.250,00
| C.1 | TOTAL INVESTMENT FOR THE COMPLETE SYSTEM WITH SHOWN IN LAYOUT AEURO |
431.000,00
|
| PROMOTIONAL 32% DISCOUNT-EURO |
138.000,00
|
|
| TOTAL NET INVESTMENT CIF DALIANEURO |
293.000,00
|
D. TECHNICAL
STANDARD FEATURES
1. CAPACITY
The
proposed System will be capable of producing alternator stators within the
following range:
6
Wire
size
: 1 to 2.0
mm
Core
ID
: 80 to 115
mm
Core
OD: 110 to 150
mm
Core
thickness : 20 to 50
mm
2. PRODUCTION
RATES
Estimated
cycle times not including operator loading/unloading operation:
•
Winding/inserting Machine mod. WWA-0/R:
- winding
3
standard phases :
12 x 3
= 36 seconds
- winding
3
reverse split phases with intefase connection :
16 x 3
= 48 seconds
- winding
3
reverse split phases without intefase connection :
20 x 3
= 60 seconds
The
above
cycle times gives the following production rates at 100%
efficiency:
• 100
to
110 complete stators with standard phase winding
• 75
to 80
complete stators with reverse split phase winding with intefase
connection
|
•
|
60
to 65 complete stators with reverse split phase winding without intefase
connection
|
3. TOOLING
CHANGE-OVER TIMES
Estimated
complete tooling change-over times:
| • Winding/Inserting Machine mod. WWA-01R |
:
22-25 minutes
|
7
4. WORKING
CONDITIONS
Proper
equipment function is guaranteed within the following conditions:
|
Ambient
Temperature:
|
from
60°F (15°C) min. to 86°F (35°C)
max.
|
|
Relative
Humidity:
|
from
45% min. to 80% max.
|
|
Air
Pressure:
|
70
PSI (5 Bars) min.
|
|
Power
Supply:
|
380V
3 phases 50Hz
|
5. CONTROLS
The
proposed equipment will include Control PLC from ▇▇▇▇▇ ▇▇▇▇▇▇▇ type MICROLOGIX
or CONTROLOGIX
6. TECHNICAL
DOCUMENTATION
The
technical documentation is supplied in English language and
includes:
- electrical
schematics
- pneumatic
schematics
- mechanical
machine layout with part numbers
- tooling
drabrings
- PLC
software (CD Rom)
- User
manual
- Standard
components catalogues
7. STANDARDS
The
proposed equipment will include the following standards. Please see the
following "Technical Card"
8
date:
May
2005 TECHNICAL
CARD Customer:
JHECO - CHINA
|
ELECTRICAL
SYSTEM
|
STANDARD
FEATURES
|
|
Line
voltage
|
To
be advised
|
|
Relays
and aux. voltage
|
24
V D.C.
|
|
PLC
input voltage for micro switches, push buttons, etc.
|
24
V D.C.
|
|
PLC
output voltage for lights, etc.
|
24
V D.C.
|
|
PLC
output voltage for pneumatic valves (PN)
|
24
V D.C.
|
|
PLC
output voltage for hydraulic valves (HY)
|
24
V D.C.
|
|
PLC
type
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
Aux.
material
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
Push
buttons
|
ELFIN/TELEMECANIQUE
|
|
Micro
switch
|
Mechanical:
EUCHNER/TELEMEC.
Proximity
switches with led: BALLUF
|
|
Brushless
Motors and Servo Drives
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
Axes
Motor Control Card
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
HYDRAULIC
SYSTEM
|
STANDARD
FEATURES
|
|
Materials
- Valves 24V D.C.
|
N.A.
|
|
Cylinders
|
N.A.
|
|
Cylinder
rod thread
|
N.A.
|
|
Fittings
thread
|
N.A.
|
|
Fittings
|
N.A.
|
|
Connectors
with led
|
N.A.
|
|
Pipe
f
|
N.A.
|
|
PNEUMATIC
SYSTEM
|
STANDARD
FEATURES
|
|
Materials
- Valves 24V D.C.
|
BOSCH
|
|
Cylinders
|
BOSCH
|
|
Cylinders
rod thread
|
Metric
|
|
Fittings
thread
|
Gas
BSPP
|
|
Fittings
(with quick clutch)
|
BOSCH
|
|
Magnetic
sensor with led
|
Yes
|
|
Pipe
f
(mm)
|
Yes
|
|
Connector
with led
|
Yes
|
|
PAINTING
|
STANDARD
FEATUES - COLOURS
|
|
Internal RAL external RAL
|
|
|
Machine
|
Ivory
|
|
Electrical
box in/out
|
▇▇▇▇
|
|
Electrical
small box
|
▇▇▇▇ ▇▇▇▇
|
|
Electrical
push button panel
|
Ivory ivory
|
|
Other
Boxes
|
Ivory ivory
|
|
Raceway
|
▇▇▇▇ ▇▇▇▇
|
|
Moving
parts
|
Yellow 1018
|
|
Fixed
safety parts
|
Ivory
|
|
NAMEPLATES
LANGUAGE: ENGLISH
|
9
E. GENERAL
TERMS AND SALES CONDITIONS
PAYMENT
TERMS
Prices
are based on the following investment terms :
|
40%
|
down
payment by TIT with the Purchase Order within 15 days from the signature
of the Contract. DMG's opening Bank has to open a guarantee letter
to the
buyer's opening Bank by SWIFT method with a validity to cover the
manufacturing period until the
shipping.
|
|
50%
|
upon
preliminary approval by the buyer and/or upon presentation of shipment
documents.
|
|
10%
|
upon
final approval in Customer_ plant, no later than 40 days from the
arrival
of the equipment at Dalian Port
|
DMG’s
opening Bank has to open a guarantee letter for the 10% to the buyer's opening
Bank by SWIFT method with a validity to cover the warranty period.
These
last two payments must be secured by Irrevocable Letter of Credit issued and
confirmed by first class Bank.
DMG's
opening Bank must also be first class Bank.
Should
the Customer require other investment Terms than those proposed, a price
revision will be necessary.
BEGINNING
of PRELIMINARY ACCEPTANCE at DMG Plant
To
be
agreed upon.
At
present, term it is 4 MONTHS (excluding the month of August) from receipt of
full order and clarification of all technical documentation.
Delivery
date is one-two weeks after the preliminary acceptance signature.
PRELIMINARY
ACCEPTANCE
The
preliminary acceptance of the equipment will take place at the DMG plant at
the
presence of your engineers proving:
- 85%
efficiency over approx. 1 hours running.
- Machine
cycle time according to the contract
- Quality
of the stators according to the supplied drawings
The
necessary testing materials (250 parts 1D 106.21150 parts ID 100.21 wire/wedge
material) have to be shipped to DMG (at YOUR CHARGE and EXPENSE) at least 60
days before the term scheduled for preliminary acceptance, which will consist
in
the manufacturing of samples for quality control and in the running for
production control.
It
would
be Customer's responsibility to provide good quality of the parts necessary
for
the run off. Proper material for this application should be used by Customer
in
order to guarantee the same condition during the stator winding process. All
gauges and inspection equipment necessary for the try-out of this system would
also be the responsibility of the Customer.
Before
shipment of the equipment from DMG Plant, the Customer would be requested to
provide acceptance documentation and shipment authorization.
DMG
will
pay the living expenses for two (2) JHECO engineers during the preliminary
acceptance for a period of 5 working days. JHECO will pay the air
tickets.
10
FINAL
ACCEPTANCE
Final
acceptance of the equipment will take place at the Customer Plant, utilizing
the
same good quality of the parts to be processed and of the material, in order
to
guarantee the conditions of the tests as when tested in DMG plant.
At
the
acceptance of the equipment, the Customer would be requested to provide
acceptance documentation. This will be the starting date of the twelve months
warranty.
AFTER
SALES SERVICE
Under
normal conditions, DMG after sales service guarantee, the availability of one
technician within 3 days.
PACKING
AND TRANSPORT
Please
see point 2.2 and 2.5.
Packing
is "throwaway" type and, unless otherwise agreed upon, it will be considered
by
DMG to be ▇▇▇▇▇▇▇-like constructed. Any reservation from the Carrier at time
of
loading, MUST be presented in writing. The transportation of the equipment
CIF
Dalian is included in the Contract. DMG will choose the most suitable Carrier
unless otherwise stipulated. JHECO is responsible for unloading, positioning
and
connecting the equipment to the necessary facilities. Customs operations and
possible taxes or import duties are EXCLUDED from this quotation. Insurance
costs are included as per CIF.
PERSONNEL
TRAINING
Please
see point 2.3.
Training
will take place at the end of preliminary acceptance at the DMG plant, and
at
the end of final acceptance at Customer plant.
ACCIDENT
PREVENTION
All
DMG
machines are equipped with accident prevention features in compliance with
the
International Safety Norms and CE Regulations, actually in force.
Based
on
the different evaluation criteria of these Norms, it is possible to have safety
guarding built according to Customer Specifications: this would involve
additional cost, which could be quoted separately.
Doors
whose opening is prohibited during machine cycle (other than the ones to gain
access for adjustment or set-up), are equipped of inter-lock type switches
(considered standard). Would special technical requirements be necessary,
additional cost(s) may be separately quoted.
WARRANTY
The
equipment is guaranteed against mechanical and electrical failures due to
breakdown arising from bad workmanship, materials or components and providing
that the equipment has been subjected to normal wear and tear, replacement
parts
will be supplied free of charge for a period of twelve months or 2,000 working
hours from completion of commissioning a Customer's plant whichever come first.
Minor adjustment or repairs will be carried out by the end-user itself under
advise of seller’s service engineering department. No costs to be charged to the
seller other than replacement parts.
Component
not manufactured and/or designed by DMG will carry its original manufacturer's
warranty. DMG will not be liable for penalties of any description, under no
circumstances will DMG be liable for anticipated profits or consequential
damages.
11
DEVIATIONS
from CONTRACT REQUIREMENTS
This
contract was prepared using the information made available at the time of its
signature. Should DMG be advised during subsequent discussions of additional
information which causes a significant change in the System concept, DMG
reserves the right to re-quote on the changes brought forth.
ARBITRATION
All
disputes arising from the execution of or in connection with the Contract shall
be settled through amicable consultation by both parties. In case no settlement
can be reached within sixty (60) days after commencement of such consultation,
the disputes shall be submitted for international arbitration. Unless otherwise
agreed, the official language of arbitration shall be English.
EXCLUSIVITY
The
information contained in this contract and enclosures thereof, is and remains,
of DMG Meccanica SRL exclusive property, including all copyrights, designs,
patent and trademark rights therein. The person, persons or corporation
receiving this information agrees, by accepting it, that they or it shall treat
the information as confidential and will not disclose, transmit or pass the
same
to others without receiving the prior written consent of DMG Meccanica SRL.
Any
publishing and/or authorization made by third person, will be considered by
the
industrial property right as harmful.
Signing
this contract JHECO engage itself in not transfer to anybody the commercial
and
price condition agreed with DMG.
For
and
on behalf of:
|
The
seller
|
The
Buyer
|
|
DMG
meccanica
/s/
Piero Vanzetti
|
JINZHOU
HALLA ELECTRICAL
EQUIPMENT
CO., LTD
/s/
▇▇ ▇▇▇▇▇▇▇
|
12