Contract for Commissioned Manufacturing of SGS-I
Contract
for Commissioned Manufacturing of SGS-I
(No.
of
contract: P2005-002 )
Place
of
Execution: Shenzhen, China
Party
A:
Shenzhen Hyper Technology Incorporation
Legal
Representative: ▇▇▇ ▇▇▇▇▇▇▇▇
Add.:
5
fl, Block B, Yinglida Digital Garden, Golden Flower Road, Fu Tian Bonded Area,
Shenzhen Postcode:
Tel:
▇▇-▇▇▇-▇▇▇▇▇▇▇▇ Fax:
▇▇-▇▇▇-▇▇▇▇▇▇▇▇
Party
B:
Chengdu Space Mould & Plastic Co., Ltd.
Legal
Representative: ▇▇▇▇▇ ▇▇▇▇▇ Add.: Hangtian North Road, Longquan
District, Chengdu, Sichuan Province
Postcode:
Tel:
▇▇-▇▇-▇▇▇▇▇▇▇▇ Fax:
▇▇-▇▇-▇▇▇▇▇▇▇▇
Based
on
mutual benefit and long-term cooperation, after friendly consultation, for
Party
A’s commission to Party B to manufacture the mainframe of the SGS-I invented
by
Party A, now Party A and Party B both agree to sign the contract
hereunder:
| 1. |
Subject
Matter:
|
Party
A
now commissions Party B to prepare the materials, custom the techniques and
prepare the tool equipment by itself for manufacturing 4 sets of the mainframe
of the SGS-I (hereafter referred to as “devices”). For details of the subject
matter, see the appendix 1 of the contract “Detailed rules of the contract for
commissioned manufacturing of SGS-I”
1
| 2. |
Contract
Price
|
The
price
for each device is RMB (________), and the total price for the devices is
RMB
(________), both of which include VAT.
| 3. |
Supply
of technical information and drawings, and confidential
requirements
|
1) Party
A
supplies party B with 5 copies of the whole set of the design drawings and
technical information of the mainframe of the SGS-I, attached as appendix 3
hereof.
2) Party
B
shall design and manufacture according to the drawings and technical information
supplied by Party A. In the process of manufacture, should Party B has any
questions or suggestions about the drawings or information, Party B shall
present
them in writing to Party A in time. Party A shall respond in writing within
5
working
days upon receipt of such questions or suggestions. Without the written
permission of Party A, Party B shall not alter the information and drawings
by
itself.
3) For
any
scraps of parts due to alteration of design or mistakes in drawings, the loss
shall be borne by Party A.
4) Party
B
assures that:
a. The
technical information and drawings supplied by Party A would only be used in
the
manufacturing of the SGS-I, and would not be for any other use. Without the
permission of Party A, no copy of them is allowed.
b. The
technical information and drawings supplied by Party A would only be
used
by
the personnel in the manufacturing and designing of the SGS-I, and nobody
else
are
allowed to read them or inquire about the content of them.
c. Party
B
has adopted effective measures to keep the confidentiality of all the
information supplied by Party B, and would not disclose them to any third party
under any circumstances. And Party B assures that the personnel in the
manufacturing and designing of the SGS-I would not disclose them to anybody
else
either.
2
d. When
the
contract has been fulfilled or both parties agree to terminate the contract,
unless permitted by Party A in writing, Party B should return all the technical
information and drawings as well as their copies to Party A.
e. The
SGS-I
is special custom-made by Party B on the request of Party A, Party B is not
allowed to offer the product to any third party.
f. If
Party
B violates the above stipulations to disclose confidential information
and
cause
damages, Party A can pursue damage against Party B for such
disclosure.
| 4. |
Production
organization and equipment
|
1) Party
B
should organize specific persons to be responsible for the manufacturing of
the
SGS-I, and make sure the manufacture can be completed without any interference
or influences by any outside factors.
2) The
special tool equipment used for the devices belongs to Party A. When the
contract has been fulfilled, the special tool equipment would be kept and
maintained by Party B on the behalf of Party A, and the cost occurred due to
the
maintenance would be paid by Party B. Party B is not allowed to lend or transfer
the above mentioned tool and equipment to any other parties. Party A needs
to
modify the above mentioned tool and equipment due to design improvement, Party
B
should
cooperate actively, and the incidental cost is subject to further negotiation.
The
term
of the maintenance would be expired by the time that both parties decide not
to
continue the cooperation of the project.. Such specific tool and equipment
is
not allowed be lent to other units for production.
3
| 5. |
Date
and place of delivery
|
1) Party
B
would finish the testing of 2 sets of the devices and deliver them out
of
factory on ( ).
And
the time for the other 2 sets would be informed with
further notice.
2) Place
of
delivery: a place in China designated by Party A.
| 6. |
Payment
|
Party
A
would make payment to Party B as per the following:
1) When
the
contract takes effect, Party A pays Party B ( )
for
the
4
sets devices as advance payment. When the devices are ready for installation,
Party
A
pays Party B ( )
as
progress payment. When the devices are
accepted as qualified after ex-works acceptance inspection, Party A pays Party
B
( )
as
delivery payment.
2) When
each
set of the devices is accepted as qualified after the testing and delivered
out of factory, Party B shall offer a one-year warranty. When the warranty
time
expires, Party A would pay Party B ( )
as
quality guarantee money.
3) When
Party B receives all the payment except for the quality guarantee money, Party
B
should issue the invoice for the total price of all sets of the devices, on
the
basis of VAT. The invoice should be issued under the name and address of Party
A.
| 7. |
Packing,
marks and shipment
|
1) Before
the shipment of devices, Party B shall guarantee that the packing is done
properly according to the Party A’s requirements, and that the packing is
appropriate for the devices. The packing should be suitable for long-distance
inland transportation, damp-proof, moisture-proof, rust-proof, and endurable
for
loading and unloading. The articles inside the packing should be fixed to
guarantee the devices not to be damaged during transportation due to improper
packing, and the devices can be safely transported to the place of installation.
The loss due to improper packing would be paid by Party B.
4
2) Party
B
should label each part in bulk pack inside the packing, indicating the mainframe
number, name of part, and number of part. It is also necessary to label the
spare parts with indication “spare parts” in addition to the above
content.
3) Party
B
should print the following marks on the four sides of each packing, using
colorfast paint and bold standard Chinese:
a. Mainframe
number
b. Consignor
and address
c. The
contact and phone number of the consignor
d. Shipping
destination and consignee
e. The
contact and phone number of the consignee
f. Total
packages/pieces and package number/piece number
▇. ▇▇▇▇▇
weight/net weight (kg)
h. Dimension
(l*w*h, mm)
i. “Damp-proof,
“Handle with care”, “This side up” etc. and marks
j. Position
of lifting ropes
4) Each
package should be provided with detailed packing list and quality
certificate.
5) 3
days
before the shipment of the devices, Party B should present one copy of the
detailed packing list, quality certificate and attached documents each to the
representative
of Party A to sign for acceptance.
5
6) Party
B
is responsible for handling all the transportation, but the transportation
cost
and insurance fee would be paid in time by Party A. The shipping method rests
with Party A.
| 8. |
Quality
control and inspection
|
1) The
quality control and inspection should be carried out as per the Appendix 2
“Quality assurance agreement of trial manufacturing of SGS-I”.
2) Any
claim
on the quality issues shall be pursued in accordance with Appendix 2 “Quality
assurance agreement of trial manufacturing of SGS-I”.
| 9. |
Liabilities
for breach of contract
|
1) If
party
A delays for more than 15 days in payment, for each day of delay, Party A should
pay ( )
to
Party B of the total amount due as penalty; meanwhile, Party B can postpone
the
delivery accordingly.
2) If
Party
B delays for more than 15 days in delivery, for each day of delay, Party B
should pay ( )
to
Party A of the total price of the delayed delivery as
penalty.. Any delay for 2 months in delivery due to Party B, Party A is entitled
to terminate
the contract and request Party B to refund the advance payment and paid payment
for the goods, and pay Party
A
( )
as
penalty. Within
7
days upon the receipt of the notice from Party A, Party B shall refund all
the
advance payment and paid payment for the goods, and shall pay penalty to Party
A
as well.
3) Any
delay
due to manufacturing quality and technology, shall be regarded as delay in
delivery by Party B. The liability for any delay due to change of the designing
shall be borne by Party A.
6
| 10. |
Force
majeure
|
In
case
of earthquake, typhoon, flood, fire, war, or other unforeseeable, unpreventable,
and unavoidable accidents due to force majeure, the affected party should inform
the other party about the details of the accident in time by telegraph/fax,
and
within 15 days since the occurrence of the accident, the affected party should
offer the detailed description of the accident, reasons and effective evidence
documents for failing to carry out the contract. The evidence documents should
be issued by the notary organ at the place of the accident. Both Parties shall
negotiate according to the influence of the accident on the performance of
the
contract, whether to cancel the contract, or exempt the responsibilities to
undertake the contract partly, or postpone the implementation of the
contract.
| 11. |
Contract
Modification or Supplement
|
After
the
contract takes effect, both parties shall not modify or cancel it at will.
In
case of any matter uncovered hereunder, it is necessary for both parties to
reach an agreement through negotiation and sign a supplemental
contract/agreement to make
it
effective. The supplemental contract/agreement has equal legal effect as the
contract.
| 12. |
Arbitration
|
Any
disputes arising from the implementation of the contract shall be resolved
through
friendly negotiation between the parties. If negotiation fails to resolve the
disputes, either party is entitled to file a suit to the People’s Court of the
place where the contract has been executed.
| 13. |
Appendixes
to the contract
|
There
are
3 appendixes to the contract, which are the integral parts of the contract
and
have equal legal effect as the contract.
Appendix
1: “Detailed rules of the contract for commissioned manufacturing of
SGS-I”
7
Appendix
2: “Quality assurance agreement of trial manufacturing of SGS-I”
Appendix
3: The drawings and technical information of SGS-I
| 14. |
Counterparts
|
This
contract has four (4) original copies, which shall be effective after being
sealed by both Parties and being executed by the legal representatives or
authorized agents of both Parities. Each Party shall keep two (2) copies of
this
contract.
|
Party
A: Shenzhen Hyper Technology Incorporation
|
Party
B: Chengdu Space Mould & Plastic Co., Ltd.
|
|
Representative:
/s/ ▇▇▇▇▇ ▇▇▇▇
|
Representative:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Date:
January 17, 2005
|
Date:
January 8, 2005
|
8
Appendix
1 to “Contract for Commissioned Manufacturing of SGS-I”:
Detailed
Rules of the Subject Matters of the Contract for
Commissioned
Manufacturing
of SGS-I
1. To
undertake the mechanical manufacturing of the mainframe of SGS-I The details
include:
1.1 Radiation
unit (collimator carrier rotary module and driving device, source carrier module
and driving device, rotary bearings, gantry, etc.)
1.2 Source
storage (storage body module, shielding door module and driving device,
source box driving mechanism, source box lock mechanism, source storage stand,
etc.)
1.3 3D
treatment couch (Y axis motion module and driving device, X axis motion module
and driving device, Z axis motion module and driving device, safety protection
rings, etc.)
1.4 Mainframe
base, collimator lib and the ground cover board
1.5 The
accessories for installation of electric elements on the machine.
2. To
undertake the purchase/quality inspection of the outsourced mechanical
components of SGS-L The cost of the outsourced mechanical components is included
in the contract.
3. The
linear guide way, ball screw and relevant parts are provided by Hyper co. (the
supplier is Shenzhen Xiangao company)
4. The
outsourced decelerators for the motors are provided by Hyper co.
5. Electric
cabinet, motors, and electric elements are provided by Hyper co.
6. Two
large
bearings, collimator bars, and all tungalloy parts are provided by Hyper
co.
7. To
be
responsible for the installation of the mainframe motors and switches, and
electric wiring.
9
8. To
cooperate in the electro-mechanical combined testing in hardware of the SGS-I,
and offer necessary place and tools.
9. To
be
responsible for the manufacturing and assembly of the external decorative parts
(including outside casing of glass fiber reinforced plastic, and carbon fiber
couch) (provided by Hyper co.) and of the connecting parts of the
mainframe.
10. To
be
responsible for the surface treatment of the device and parts.
10.1 The
anti-rust and paint of the internal surface of the mainframe parts.
10.2 The
treatment and paint of the external surface of the mainframe
device.
11. To
be
responsible for the design of the packing of the mainframe and electric cabinet
in accordance with the designing requirements from Hyper co.
12. To
be
responsible for making the packing of the mainframe and electric cabinet. The
cost for the packing is included in the contract.
13. Shipment:
to be responsible for transporting from the factory of Party A to the designated
hospital. The transportation cost and insurance fee shall be paid separately
by
Hyper co..
14. It
is
necessary to designate certain staff to cooperate with Hyper co. in the
installation
and commissioning at the place of installation of the hospital. The travel
expenses
of the installation staff shall be paid by Party B.
15. For
the
installation and commissioning of exported devices, the travel expenses shall
be
paid by Party A.
10
16. The
costs
for satisfying special requirements or designing changes shall be charged
separately.
|
Party
A: Shenzhen Hyper Technology Incorporation
|
Party
B: Chengdu Space Mould & Plastic Co., Ltd.
|
|
Representative:
/s/ ▇▇▇▇▇ ▇▇▇▇
|
Representative:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Date:
January 17, 2005
|
Date:
January 8, 2005
|
11
Appendix
2 to “Contract for Commissioned Manufacturing of SGS-I”:
Quality
Assurance Agreement of Trial Manufacturing of SGS-I
Shenzhen
Hyper Technology Incorporation ( “Party A” hereafter) and Chengdu Space Mould
& Plastic Co., Ltd. (“Party B” hereafter), for the quality assurance of the
SGS-I mechanical parts that Party A commissioned Party B to manufacture, now
come to the agreement hereunder by friendly negotiation and agree to comply
with
the agreement hereof.
|
1.
|
Party
B should manufacture the SGS-I strictly following the design drawings
and
technical information supplied by Party A, and Party B should take
rigorous control of the manufacturing quality during manufacturing
and
provide qualified products to Party
A.
|
|
2.
|
Party
B should prepare the written “Quality assurance plan of SGS-I” according
to the technical information and design drawings and quality requirements,
for the trial manufacturing of the SGS-I. The quality assurance plan
must
clearly define the specific quality control procedure, inspection
methods,
and corrective procedure for NG items, for every stage from materials,
outsourcing, working, assembly, testing, to delivery. The quality
assurance plan should be presented to Party A within 30 days since
the
contract takes effect and Party A offers the design drawings of the
key
and important parts. After approved by Party A and signed by both
parties,
the quality plan should be strictly complied with by Party B to take
quality control.
|
|
3.
|
Party
B should prepare the complete set of the technical skill documents
for all
the manufacturing and assembly, in accordance with the design drawings
supplied by Party A.
|
12
|
4.
|
`Party
B should take the important procedure control of the key and important
parts, as well as class A and B quality characteristic parameters,
according to the “List of Key and Important Parts of SGS-I” and
“Classification List of Quality Characteristic of SGS-I”, to determine the
key
and important procedures, make the quality control documents for
them,
make
their work instructions, which shall be strictly complied with after
Party
A’s approval.
|
|
5.
|
When
Party B purchases materials and auxiliary materials, or selects the
supplier for outsourced parts, all the suppliers for the products
involving the class A and B quality characteristic parameters, shall
be
examined and approved by Party A. Party B should be responsible for
the
quality of the products from the suppliers. All the materials and
outsourced parts must be provided with quality certificate and must
be
qualified through the recheck in the factory, and the quality records
should also be kept.
|
|
6.
|
During
manufacturing, all parts should be provided with work flow quality
record
card, and when each work procedure is finished and before the next
procedure begins, it is important to take the quality records. The
final
size, size tolerance, form and position tolerance, and the content
of the
technical requirements for all the parts should be 100% inspected
(if
there is special provisions, such provisions shall be complied with).
After the final manufacturing and inspection, the work flow quality
record
card of the part would be stored with the part. The inspection data
of the
technical skill parameters of the key and important work procedure,
as
well as class A and B quality characteristic parameters, should be
kept in
detailed records, and one copy of the inspection records should be
presented to the people of Party A in
factory.
|
13
|
7.
|
During
manufacturing, Party A has the right to send people or to appoint
agents
to take quality follow-up control of the whole process of manufacturing,
and take follow-up inspection now and then on Party B’s actual
implementation of manufacturing techniques, the quality control of
the key
and important work procedures, and the quality assurance system.
Party B
should assign one quality control person to be responsible for contacting
and negotiating with the people sent by Party A, and providing convenience
at work for them, for example, to supply the technical information,
drawings, inspection tools and instruments, and allow the people
sent by
Party A to read and use the related quality documents and inspection
records, test records, etc. The aim for Party A’s appointment of persons
is to take quality follow-up control, but the follow-up control does
not
remit or reduce Party B’s responsibilities under the contract and its
appendixes in quality, delivery schedule and
others.
|
|
8.
|
When
Party A needs to make some changes to the technical information and
design
drawings for improvement, Party A should notify Party B in writing.
After
receipt of Party A’s notice Party B should cooperate actively and change
the related technical skill, technical documents and in-process products
in time.
|
|
9.
|
If
products during manufacturing do not meet specifications as the drawings
and technical information require, Party B should find out the reasons
and
make corrections before the next procedure begins. The people in
factory
sent by Party A have the right to stop the working of the products
if the
problems have not been solved.
|
14
|
10.
|
For
unqualified product during manufacturing, if it is key and important,
or
class A and B quality characteristic, and if Party B applies for
recycle,
it is necessary to fill in the “Report for recycle of unqualified
products” in detail and Party B is not allowed to recycle it until Party A
signs for approval. If Party A decides it can’t be recycled anymore, Party
B should scrap the unqualified product. For the recycle of the unqualified
product which is not key and important, or class A and B quality
characteristic, Party B can undergo the recycle procedures according
to
the unqualified product approval procedure for recycle formalities
of
Party B’s factory, provided that a copy of the recycle report signed with
final disposal opinion shall be supplied to Party A for record, and
Party
A has the veto right for such recycling. For all the scraps determined
by
Party B or Party A, Party B should put bold permanent marks on them
to
separate them.
|
|
11.
|
Party
B should cooperate actively with the people sent by Party A, determine
the
inspection content for assembly testing according to the technical
information and design drawings, and prepare the inspection documents
for
assembly testing. After the inspection documents have been signed
by Party
A, during the assembly testing of parts and the whole machine, Party
B
should take inspection strictly following the stipulated content
of the
documents to make sure the assembly quality of the whole machine.
After
the assembly testing inspection turns out to be qualified, Party
B should
present one copy of the inspection records of a whole set of assembly
testing to Party A, and the people sent by Party A would have an
acceptance
inspection. If there is any quality problem during the acceptance
inspection,
Party B is responsible for correcting it in
time.
|
15
|
12.
|
Party
B should cooperate actively with Party A to have electro-mechanical
combined testing, and make corrections to those mechanical problems
detected in the testing. After the electro-mechanical combined testing
turns out to be qualified, Party B should present the quality certificate
of the mainframe and ex-works inspection report, and product performance
self-check
report to Party A, as the evidence of the quality assurance for the
subject
matter of the contract. After Party A signs on the ex-works inspection
report, Party B would be responsible for packing the devices, and
shipping
them to the place designated by Party
A.
|
|
13.
|
Party
A has the right to recheck on the inspection results done by Party
B. If
Party A thinks Party B is unqualified for inspection, Party A has
the
right to deny
the inspection results done by Party B, and offer practical and feasible
inspection methods. In case disputes arising from such kind of problems,
a
third party approved by both parties may carry out the inspection
and
arbitrate the disputes. If the third party thinks the products are
not
qualified in quality, Party B should be responsible for repair or
remanufacturing and for
the loss. If the third party thinks the products are qualified in
quality,
the related
costs shall be borne by Party A.
|
|
14.
|
After
the devices have been shipped to the place of installation designated
by
Party A, within 5 days at the receipt of the notice, Party B should
send
someone together with the people sent by Party A to have an open-package
inspection of the devices, and finish the mechanical installation
and
commissioning. When the inspection as well as installation and
commissioning turn out to be qualified, Party A shall issue “Product
Acceptance Certificate” to Party B, and it is regarded that Party B has
delivered the devices.
|
16
|
15.
|
During
the inspection and installation and commissioning, if there are problems
about product quantity or quality, Party B should make up, repair
or
change within 15 days, and bear all the cost
incurred.
|
|
16.
|
Party
A retains the right to assess the quality assurance system of Party
B
according to ISO9001, to make sure the quality system of Party B
is in
accordance with the contract. Party A shall bear the cost for such
assessment.
|
|
17.
|
In
the event that the product is correctly packed, operated and maintained,
Party B should give a warranty period of 12 months to the subject
matter
of the contract. The warranty begins from the date of delivery out
of
factory. Within the warranty period, any defects due to manufacturing
quality and material problems, within 5 days after receiving the
written
notice of Party A,
Party B should go on site to repair for free, or change the defective
parts. Otherwise,
Party A retains the right to deduct the quality guarantee money or
to file
a claim.
|
|
18.
|
The
agreement has four (4) original copies, and each Party keeps two
(2) of
them. This agreement is attached to “Contract for Commissioned
Manufacturing of SGS-I” as an appendix, and has equal legal effect as the
contract after sealed and signed by both
parties.
|
|
Party
A: Shenzhen Hyper Technology Incorporation
|
Party
B: Chengdu Space Mould & Plastic Co., Ltd.
|
|
Representative:
/s/ ▇▇▇▇▇ ▇▇▇▇
|
Representative:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Date:
January 17, 2005
|
Date:
January 8, 2005
|
17