Adept Technology / Samsung Electronics
Original Equipment Manufacturing Agreement
For
Mechanical Wafer and LCD Transfer Manipulators
CONFIDENTIAL
**** - Indicates confidential information that has been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.
OEM Agreement
Between
Production Engineering Center, Samsung Electronics Co., Ltd.
And
Adept Technology, Inc.
This OEM Agreement (the "Agreement") sets forth the terms and conditions of a
relationship between the Production Engineering Center (PEC) of Samsung
Electronics Co., Ltd. and Adept Technology, Inc. and is made as of the day of
July 16, 1998 (the "Effective Date").
The nature of this Agreement includes the exclusive worldwide sale of Samsung
wafer transfer and LCD transfer robots under Adept Technology, Inc., label while
precluding Adept Technology, Inc., from working with other robot suppliers in
the sale of this class of robots.
The validity of this Agreement is subject to both parties, PEC and Adept
Technology, Inc., reaching agreement in the following areas within 120 days of
signing this Agreement.
- Final Pricing and Order Quantities
- Equipment Specifications and Pricing
- Initial Supplier Quality Audit Acceptance
- Acceptable Robot / Controller System Performance Evaluation by Adept
Technology, Inc.
- Appendices
1. Product Specification
2. Price Schedule
3. Spares Pricing Schedule
4. Quality Planning & Test Data Requirements
5. Robot System Qualification Testing
The above appendices and any other contractual issues will be finalized within
120 days of signing of this Agreement.
Samsung Electronics Co., Ltd. Adept Technology, Inc.
▇▇▇ ▇▇▇▇▇▇-▇ ▇▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
Kyungki-Do, Korea (zip 441-742) ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Executed: /s/ ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇ Executed: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ ------------------------
Officer: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇ Officer: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President Title: Senior Vice President,
& General Manager Sales & Marketing
Production Engineering Center On: July 16, 1998
On: July 16, 1998
Executed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
Officer: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President,
Operations
On: July 16, 1998
Page ii
Adept / Samsung OEM Agreement
TABLE OF CONTENTS
Paragraph Major Topics
------------
1 Purpose and Scope of Relationship
2 Product Specifications and Technical Information
3 Pricing and Payment
4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
5 Warranty
6 Arm Parts, Repair Service, and Maintenance
7 Product Change Management
8 Obsolescence
9 Documentation
10 Inspection and Testing
11 Indemnity
12 Product and Business Confidentiality
13 Technical Communications
14 Assignments and Delegations
15 Term and ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
17 Applicable Law, Jurisdiction and Venue, and Attorney's Fees
18 Exclusivity
19 Non-Competition
20 Miscellaneous
21 Entire Agreement
Contract Execution by Both Parties
Page iii
Adept / Samsung OEM Agreement
APPENDICES
o Products Specifications Appendix 1
o Price Schedule Appendix 2
o Spares Pricing Schedule Appendix 3
o Quality Planning and Data Requirements Appendix 4
o Robot System Qualifications Test Specification Appendix 5
Adept / Samsung Page 1
Adept / Samsung
Original Equipment Manufacturing Agreement
--------------------------------------------------------------------------------
This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT") and SAMSUNG ELECTRONICS, CO., Ltd (hereinafter referred to as
"SAMSUNG") is entered into for the purpose of providing OEM sales of SAMSUNG
robot manipulators to ADEPT. ADEPT and SAMSUNG agree that the following
provisions shall govern the OEM relationship between ADEPT and SAMSUNG.
1. Purpose and Scope of Relationship
1.1 ADEPT will purchase and SAMSUNG shall provide Mechanical Wafer and LCD
Transfer Manipulator product, SAMSUNG model WTR and LTR series,
hereinafter referred to as "ARM", for incorporating with ADEPT hardware
and software controls to provide an extension to ADEPT's product lines.
ADEPT shall market the ARMs under its own trade name and
responsibilities except for any industrial rights associated with the
designs of the ARMs.
1.2 SAMSUNG is engaged in the design, manufacturing and sales of various
automation equipment and products including industrial robots in Korea
and elsewhere throughout the world, and desires to expand its sales of
robotics products.
1.3 Both parties desire to expand the market demand for their products
through the business relationship established by this agreement.
2. Product Specifications and Technical Information
2.1 Product Specification
SAMSUNG will sell to ADEPT ARMs and its maintenance and spare parts
(hereinafter referred to as "PARTS") which accept ADEPT's servo
amplifier signal and meet the product specifications contained in
ADEPT's Product Specification. Refer to Appendix #1. If changes are
required to the product specifications referenced in this agreement
during the course of the business relationship, both parties must
formally approve the requirements and changes to be made before they
are incorporated into the ARM sold to ADEPT. Further, both parties
agree to provide a minimum of 90 days written notification prior to the
target shipping date of any proposed changes. Any earlier shipping date
may be arranged or determined if reasonable and agreed upon. Any
proposal of a significant nature
CONFIDENTIAL
Adept / Samsung Page 2
(for example, changes in scope of specifications, molds and die sets
being used for production, and/or other performance of the ARMs) must
have a minimum of 180 days notification in writing prior to the target
shipping date. All notifications of product specification changes, or
other contractual changes, shall be directed to ADEPT's Purchasing
organization. SAMSUNG guarantees that all products sold to ADEPT will
meet the most current effective revision of product specifications
approved by both parties. All changes to product specifications must
conform to the Product Change Management Section herein. For further
Product Specification information, refer to attached Appendix #1.
2.2 Technical Support
In order to support ADEPT's direct market responsibility, SAMSUNG will
make available capable technical support personnel at ADEPT's request
for any problem with the ARMs not resolved, by ADEPT engineering or
customer Service or Sales Application support. The SAMSUNG technical
support must have adequate English speaking and writing skills or
SAMSUNG must supply the necessary interpreter on a timely basis. The
technical support must be available during SAMSUNG's factory's normal
working hours and be available for emergency situations for off factory
hours given a critical or emergency situation in ADEPT's judgment. Such
technical support shall be limited and conducted at SAMSUNG's facility
in Korea. There will be no charge for this technical support service.
SAMSUNG will maintain 24 hour 7 days phone coverage, inclusive of
holidays and weekends, so as to be able to respond to emergency
request. Emergency requests will be clearly identified as being
"Emergency". At the time of SAMSUNG's off-working hours or holidays,
any initial emergency inquiry from ADEPT to SAMSUNG shall be via
ADEPT-Korea who will notify SAMSUNG. It is expected that emergency
communications will be a rare situation.
2.3 Color and Logo Plate Specification
The ARMs sold to ADEPT shall be painted to ADEPT's color specification
and color paint chip provided to SAMSUNG. Adhesive logo plates shall be
supplied by ADEPT to SAMSUNG and such logo plates shall be fitted by
SAMSUNG prior to shipment, per the ADEPT provided Logo Specification.
SAMSUNG shall provide and install ARM product number plates with
ADEPT's name, product name, serial number, and date of production.
3. Pricing and Payment
3.1. Pricing
CONFIDENTIAL
Adept / Samsung Page 3
The prices applicable to the ARMs and maintenance PARTs purchased under
this agreement shall be set forth in the attached Price Schedule and
Spare Parts Price Schedule. Refer to Appendices #2 and #3. ADEPT and
SAMSUNG shall finalize the pricing within ninety (90) calendar days of
the execution of this Agreement. Pricing shall be firm in US $ Dollars,
for a period of twelve (12) months from the date of the first customer
shipment by ADEPT. After the initial term of the agreement, pricing
shall be negotiated annually. Prior pre-agreed prices shall
automatically continue into the future unless either party formally
contests in writing. Negotiated prices stated in the Price Schedule and
Spare Parts Price Schedule shall reflect the base unit price of the
applicable ARM and/or PARTS, without the inclusion of shipping, tariff
or other ancillary costs required to deliver product per ADEPT's
purchase orders. SAMSUNG shall invoice each shipment for the product
quantities shipped times the applicable Price Schedule or Spare Parts
Price Schedule unit price, plus actual freight charges and applicable
tariff duties, FOB Korea, as authorized by the corresponding ADEPT
purchase order. The trade terms under this agreement shall be governed
and interpreted by and under the provisions of latest International
commercial Terms (INCOTERMS).
3.2 Payment Terms
The payment for each shipment shall be wire transferred to SAMSUNG in
US $ Dollars 45 days after the ▇▇▇▇ of Landing (B/L) date.
3.3 Price Schedule Changes
3.3.1 Proposed changes in prices after the initial 18 month term must be
formally communicated to ADEPT in San Jose, California at least 90 days
before the effective date of the change. ADEPT must agree to any
changes to the price schedule in writing prior to the effective date. A
release against the new price schedule shall be applicable to all
shipments after effective date of new price schedule
3.3.2 ADEPT shall maintain and modify, with approved changes as needed, the
Price Schedule and Spare Parts Price Schedule, Appendices #1 and #2.
With each price change, ADEPT will forward a copy of the revised price
appendix to SAMSUNG.
3.4 Price / Cost Reductions
3.4.1 ADEPT and SAMSUNG agree that in order to remain competitive in the
market place for the ARM product line, continual cost reductions need
to be developed to reduce the overall price of the ARMs. SAMSUNG shall
work with its suppliers and
CONFIDENTIAL
Adept / Samsung Page 4
manufacturing technology to lower the cost of manufacturing of the
ARMs. ADEPT agrees to assist, to the reasonable extent possible, by
working with SAMSUNG's technical staff to develop value engineering
opportunities to facilitate cost reductions in materials and
manufacturing. Resulting cost reduction efforts shall be reviewed by
ADEPT and SAMSUNG every six (6) months with contractual pricing
adjusted accordingly.
3.4.2 Both parties agree, on a case-by-case basis, to accept lower pricing of
the ARMs to gain resulting incremental business
4. Purchase Orders, Delivery Scheduling, Lead Times and Forecasts
4.1 Lead Times
SAMSUNG shall guarantee a lead time of sixty (60) calendar days or less
for delivery of the ARMs. SAMSUNG will make its best effort to reduce
lead times for particular orders where ADEPT's ability to make a sale
is based on quick delivery. Delivery is defined as the ▇▇▇▇ of Lading
date.
4.2 Anticipated Ordering Level
Purchase of the ARMs shall be for a minimum of one (1) unit per order.
ADEPT anticipates taking delivery of 400 units as a minimum over the
initial 18 months and 400 units as minimum for each consecutive 12
months period thereafter. At some point, an End of Life situation will
be encountered when the anticipated minimum per year requirement cannot
be satisfied.
4.3 Purchase Order
Only actual signed ADEPT Purchase Orders shall be considered as the
purchasing commitment. SAMSUNG shall promptly acknowledge within 48
hours in writing via fax, all purchase order exclusive of weekends and
Korean holidays. In the event of conflict between the individual
purchase order terms and conditions of this agreement, the provisions
of this agreement will prevail.
4.4 Forecast and Order Release
By the end of each month, ADEPT will provide SAMSUNG via fax the
following information.
4.4.1 A monthly forecast will be supplied by ADEPT's Purchasing organization
and will be updated with every master forecast change. Purchase order
commitments will then be issued by ADEPT and SAMSUNG will acknowledge
scheduled ship dates accordingly. SAMSUNG shall be expected to have
supplier support and
CONFIDENTIAL
Adept / Samsung Page 5
production capacity flexibility to be able to successfully respond to
potential ADEPT customer upswing's in demand up to thirty percent (30%)
within 30 calendar days.
4.4.2 The forecasts and revised forecasts provided to SAMSUNG by ADEPT will
be ADEPT's best efforts to estimate market demand, thus shall not be a
binding obligation to place orders for ARMs.
4.5 Shipment/Delivery Schedule
ADEPT plans in the future to instruct SAMSUNG to drop ship its ARMs and
PARTS from SAMSUNG factory direct to ADEPT customers. SAMSUNG will
provide confirmation in writing within 24 to 48 hours of shipment and
information (e.g. actual ship dates, ship carrier, shipper's way ▇▇▇▇
number) necessary to confirm and track the progress of the shipment by
FAX transmission. SAMSUNG will invoice ADEPT for the ARM shipping and
related costs to drop ship the ARM and controller to ADEPT's customer.
All customer billing will be by ADEPT to ADEPT's customer base.
An official interface and designee will be identified at SAMSUNG and
ADEPT, (with telephone, fax, and mail addresses) for official
communications between SAMSUNG and ADEPT.
4.5.1 All direct customer shipments shall be made by means of a weekly
delivery schedule supplied by ADEPT's Purchasing organization by FAX
(Ref.4.4.1).
4.5.2 Shipment can also be made to ADEPT's factory via a weekly KanBan
system. The quantity due to ship will be supplied by ADEPT's Purchasing
organization via fax.
4.5.3 SAMSUNG shall not deliver items in advance of ADEPT required delivery
dates without prior approval. If earlier deliveries are made, ADEPT may
elect to return the items at SAMSUNG's expense or hold the units and
delay payment for a corresponding period of time.
4.5.4 SAMSUNG shall deliver the ordered ARMs or PARTS to ADEPT or its
customers directly by the best method of transportation from Korea to
destination. The method shall be defined by SAMSUNG with ADEPT's
approval. In the event that the shipping destination and/or the method
of transportation changes from the original Purchase Order, ADEPT will
advise SAMSUNG, at least 15 working days prior to scheduled shipping
date, the revised method of transportation and/or the destination of
shipment.
CONFIDENTIAL
Adept / Samsung Page 6
4.5.5 This agreement does not authorize SAMSUNG to deliver any items. SAMSUNG
will be authorized to deliver and ADEPT will be obligated to take
receipt of only those items which are scheduled for delivery on open
authorized purchase orders issued by ADEPT's Purchasing organization.
5. Warranty
The warranty assumes that "normal use" occurs and the equipment is
maintained to specification, less reasonable use and wear and tear for
the application intended.
5.1 Product Warranty
SAMSUNG warrants that the products sold to ADEPT under this agreement
will conform, to the then current specifications published for the ARM
for a period of eighteen (18) months after the ▇▇▇▇ of Lading date of
ADEPT to its customers. In the event ADEPT requests a drop shipment
direct to one of its customers, the warranty period of eighteen (18)
months will begin starting with SAMSUNG's ▇▇▇▇ of Lading date to that
customer. Product specifications will be negotiated between ADEPT and
SAMSUNG and will become a formal addendum to this agreement. Products
will also be warranted against any defect (including "latent defects")
in workmanship and material during the warranty period.
5.2 Warranty Obligation
SAMSUNG's warranty obligation will be to ship at no charge to ADEPT and
exchange replacement within two (2) working days for any field
replacement part or subassembly found to be defective by ADEPT during
the warranty period. ADEPT will return or scrap defective parts and or
subassemblies at SAMSUNG's direction. SAMSUNG will pay the cost of
transportation in both directions for the defective parts.
5.3 Defects
ADEPT and SAMSUNG will specify the standard time to replace each PART
listed in the Spare Parts List, in Appendix #3, to the extent the
defects are substantial. Substantial shall be defined as "over 10% of
the units shipped in the prior three months or require more than four
man hours per unit to replace". In such cases, ADEPT may, at its
option, return the entire ARM, subassembly or parts to SAMSUNG for
repair or replacement at SAMSUNG's expense including transportation
both ways.
5.4 Training
CONFIDENTIAL
Adept / Samsung Page 7
SAMSUNG will provide maintenance and repair training to ADEPT
personnel, and any third party people who ADEPT contracts with, to
service the ARMs, at SAMSUNG's factory in Korea. ADEPT shall send at
least one of its Field Service engineers to SAMSUNG's factory to
receive training for 5 working days at ADEPT expense. If the training
is held at ADEPT, ADEPT shall reimburse SAMSUNG for the expense of
transportation, room and board in US $ Dollars per day. An initial
training course shall be scheduled at the conclusion of this agreement.
A training course may be performed once per year on a date to be
mutually agreed upon.
5.5 Dead on Arrival (DOA) and Infant Mortality Performance and Warranty
Coverage
ARM PARTS and replacement PARTS that are DOA or have infant morality
rates over an 18 month period should be less than 0.1% except for
abnormal transportation damage. Packaging must be able to withstand
normal industry shipping (air, ship, rail, and truck) requirements for
vibration, shock, temperature and humidity. If DOA and infant mortality
rates > 0.1 %, ADEPT will obtain labor expense at cost (includes labor,
travel and per diem expenses) from SAMSUNG. A notification of DOA in
writing must reach SAMSUNG within twenty (20) working days after the
date of installation at the customer's site, regardless of whether
shipped from ADEPT or drop shipped from SAMSUNG to an ADEPT customer.
ADEPT shall advise SAMSUNG of the metrics used in measuring DOA and
infant mortality performance.
5.6 Replacement PARTS, Re-manufactured, and Repaired Replacement PARTS
Warranty.
All replacement, re-manufactured and repaired parts within the warranty
period shall have the same life expectancy as a new part. All
replacement parts, re-manufactured and repaired out of warranty shall
have a 12 months warranty.
6. ARM PARTS, Repair Service, and Maintenance
6.1 General Spare Replacement PARTS
All PARTS required for the ARMs sold to ADEPT shall be listed in the
Spares Parts Pricing Schedule. Refer to Appendix #3. All spares must be
fully tested and run in to demonstrate compliance with the applicable
Product, Test and Quality Specifications provided by ADEPT.
6.2 Spare Parts Inventory to Respond to Customer Needs
ADEPT agrees to maintain a minimum set of key spare parts recommended
by SAMSUNG, however, SAMSUNG agrees to maintain a level of stock of
spare and
CONFIDENTIAL
Adept / Samsung Page 8
replacement parts which will allow it to ship emergency replacements of
any part within two (2) working days of notification via FAX.
Notification by ADEPT for emergency parts shipment orders may be made
via FAX, telephone, or E:Mail. Emergency shipments will be via air
freight. ADEPT will define in the fax to whom and where to ship the
part(s). ADEPT will make best efforts to advise and encourage their
customers to maintain an adequate level of replacement parts (spares)
to support their installed base of ADEPT equipment.
6.3 Part Revision Control
6.3.1 SAMSUNG agrees to maintain records of the revision levels for all parts
and relate the part revision level to the serial number of each ARM it
shipped to ADEPT. These records are to be sent monthly to ADEPT with
the latest updates.
6.3.2 SAMSUNG shall also keep ADEPT informed at all times of cases where the
most current revisions of any part cannot be used to replace a prior
revision level of the same part. When these cases exist, SAMSUNG will
stock sufficient quantities of prior revision level parts to meet any
future repair requirements for products in the field. Both parties
shall discuss the update of prior revision spare parts in ADEPT
inventory shall be returned to SAMSUNG upon agreement.
6.4 Re-manufactured PARTS Usage
6.4.1 Only new parts can be employed in new products and new spares. Re-
manufactured or used parts can not be used for new product and spare
sales. SAMSUNG may use either new or re-manufactured parts to replace
warranty or out-of warranty returns.
6.4.2 Re-manufactured parts can be used instead of repairing a returned part
for repair unless the customer's order explicitly forbids such.
6.4.3 For this latter case, the customer's specific part returned for repair
must be repaired and returned to the same customer in question if the
part returned is judged by SAMSUNG as repairable within:
Type of Part Calendar Days
------------ -------------
Directly repairable in SAMSUNG's factory 15 days
Repairable by a supplier to SAMSUNG 40 days
6.4.4 SAMSUNG shall segregate all reworked or used parts or products from the
inventory of parts sold to ADEPT for new product or spare parts sales.
6.5 Spare Part Packaging
CONFIDENTIAL
Adept / Samsung Page 9
All products and spare parts will be individually packaged and in a
manner to prevent any shipping damage and allow safe storage and
handling of the individual parts in the unopened package. All products
and spare or replacement parts must have exterior markings in English
which clearly show quantity, ADEPT's part number, revision level, and
whether the spare part is "new" or "used" (usable only for warranty and
non-warranty replacement).
6.6 Packaging Labeling
SAMSUNG will create packaging having external labeling that conforms to
trade ▇▇▇▇ and marketing identification requirements established by
ADEPT. This is particularly important given the future plan (date to be
established) to ship direct from SAMSUNG factory to ADEPT's customers.
6.7 Refurbishment of Used ARMs.
ADEPT shall have the exclusive right of purchase and sale of used and
refurbished ARMs originally manufactured by SAMSUNG under contract to
ADEPT. At the request of ADEPT, SAMSUNG will provide refurbishment
servicing of used ARMs for ADEPT.
7.0 Product Change Management
7.1 Configuration Control
SAMSUNG will formally notify ADEPT in writing and obtain ADEPT's
approval of any design change involving form, fit or function for
mechanical, electrical, and their spare PARTS. ADEPT will respond to
the change request within 30 days.
7.2 Product Changes
If for any reason compatibility is not possible, the impact to ADEPT's
customer base must be assessed and discussed with ADEPT. ADEPT will
expect that all spares will be upgraded within six (6) months through a
recycle program and all other PARTS will be upgraded and/or replaced
upon failure. These changes will be made at SAMSUNG's or ADEPT's cost
to be determined and agreed upon by both companies
7.3 Configuration Revision Level Compatibility Matrix
SAMSUNG will supply ADEPT a revision level configuration compatibility
matrix to ADEPT's specification covering the ARMs and spare PARTS.
8. Obsolescence
8.1 Support Service
CONFIDENTIAL
Adept / Samsung Page 10
For all products sold to ADEPT under this agreement, SAMSUNG agrees to
support service and parts replacement for at least seven and 1/2 (7.5)
years after SAMSUNG's final ARM production shipment to ADEPT.
8.2 SUMSUNG agrees to obtain ADEPT's concurrence on the obsolescence on any
product and/or part covered by this agreement. If concurrence can not
be reached, SAMSUNG agrees to maintain either repair service or a new
supply of the subject product and/or part for 7.5 years from
notification.
9. Documentation
9.1 Documentation
9.1.1 SAMSUNG will provide manuscript and technical illustrations in fully
converted English and Korean for all products sold to ADEPT for
incorporation into ADEPT's user and service manuals at no cost. All
Documentation shall designate Adept Technology throughout.
9.1.2 Documentation for the ARMs will be provided to ADEPT at least four (4)
weeks before the first customer deliverable shipment of ARMs. SAMSUNG
grants ADEPT the right to reproduce in part or in total this
documentation for sales and service literature and manuals.
Documentation will be provided in the form of electronic copy in three
and one half inch floppy disk with the format compatible with
Windows95, Microsoft Word Office 97 or later, using ADEPT's standard
manual format.
9.2 Specific documentation shall include but not be limited to the
following:
A) Service manual for ARMs including mechanical assemblies and
schematics.
B) Spare parts lists for ARM.
C) Trouble shooting guide for ARM.
D) Mechanical and electrical specifications for ARM.
E) Assembly drawings
F) User preventive maintenance
10. Inspection and Testing
10.1 Testing
SAMSUNG agrees to test all products according to test procedures and
specifications contained in ADEPT Product Specification, Appendix 1,
and ADEPT Qualifications Test Specification, Appendix 5. Further, as
part of the test
CONFIDENTIAL
Adept / Samsung Page 11
procedure, SAMSUNG agrees to calibrate each unit by mutually agreed
upon procedures which will be jointly developed. Calibration and test
data developed through the testing process will accompany each unit
shipped to ADEPT and will be identified by unit serial number. Any
changes to the documented test procedures or specifications referenced
above shall have ADEPT's approval before being incorporated into the
production process.
ADEPT will provide SAMSUNG, at no cost to SAMSUNG, at least two (2)
units of standard ADEPT controller(s) with servo drives for use in
testing the ARMs before packaging and shipment to ADEPT. The intent of
this testing is to allow the ARMs to be stocked at ADEPT or drop
shipped directly to Adept's customers by SAMSUNG and married with an
ADEPT provided controller without further testing. The controllers
provided for this purpose shall be returned to ADEPT at the termination
of this agreement.
10.2 Inspection
ADEPT shall inform SAMSUNG of its plan on how to perform the initial
inspection of SAMSUNG manufacturing, testing and shipping procedures of
the ARMs at SAMSUNG's facility. ADEPT shall have the right to
periodically inspect SAMSUNG's production process for products sold to
ADEPT at SAMSUNG's facility as mutually agreed upon with reasonable
notice before any visit. ADEPT shall retain the right to final test and
acceptance of any product before it is shipped from SAMSUNG's facility.
Refer to See Appendix #4.
10.3 Quality Data
SAMSUNG agrees to provide manufacturing quality, manufacturing process
and reliability data for the products covered by this agreement per
Appendix #4.
10.4 ARM MTBF
The MTBF specification for the ARM is 60,000 hours. SAMSUNG shall test
for all products according to test procedures and specifications
contained in the ADEPT product Specification and ADEPT Qualification
Test Specifications. SAMSUNG shall accumulate and log all product test
hours and failures for the purpose of estimating product MTBF. SAMSUNG
will supply cumulative test hours and failure information to ADEPT on a
monthly basis. Refer to Appendix #4, Quality Planning and Test Data
Requirements.
11. Indemnity
11.1 SAMSUNG will defend, at its expense, any claim or suit brought against
ADEPT,
CONFIDENTIAL
Adept / Samsung Page 12
or any ADEPT customer using products originally manufactured by
SAMSUNG, based on claim that the use of any product delivered
constitutes an infringement of a patent, copyright, or any other
intellectual property right issued by an country in which ADEPT does
business. SAMSUNG will indemnify ADEPT and ADEPT's customers from any
costs, damages and fees finally awarded against ADEPT in an action
attributable to such a claim, including any legal fees incurred by
ADEPT to defend itself. ADEPT will notify SAMSUNG for prior approval
for such legal action.
11.2 To the extent that SAMSUNG decides to procure a license for ADEPT or
ADEPT's customer to continue use of the product at some cost to
SAMSUNG, this cost will not be borne in any way by ADEPT for any
product received through the time SAMSUNG notifies ADEPT of this cost
and no purchase orders outstanding will be effected by a price increase
due to this cost. Additionally, at the time SAMSUNG notifies ADEPT that
due to this additional cost future pricing will be increased, ADEPT
shall notify SAMSUNG of all outstanding quotes to customers which ADEPT
is obligated to and SAMSUNG will agree to not pass this cost on to any
product sold under the named outstanding quotes.
12. Product and Business Confidentiality
The partnership, product assembly and working relationship between
ADEPT and SAMSUNG are mutually considered a special relationship.
Information or disclosed knowledge may be considered by either party to
be Company Confidential, especially related to potential new products,
new or changing product markets and related business actions and
conditions. It is expected, as an integral part of the contractual and
partnership relationship, that such discussions, or transmitted or
otherwise disclosed information, should be treated as strictly Company
Confidential between both parties, their employees and applicable
suppliers. Neither party shall intentionally or unintentionally
discuss, disclose or otherwise transmit any product, product market or
other technical or business information with any third party, whether
company or individual, including marketing or advertising of its
relationship and/or photographs of processes or products, without the
specific advance knowledge and written consent of the other party to
this Contract.
12.1 Customer List Confidentiality
Since ADEPT may, at any time, direct drop ship ARMs and spare PARTS
products from SAMSUNG's factory to ADEPT's customers; SAMSUNG will
learn
CONFIDENTIAL
Adept / Samsung Page 13
ADEPT's customer base names and key contacts. SAMSUNG will not disclose
to any outside party any information about ADEPT's customer base or
business. SAMSUNG is prohibited from using such disclosed ADEPT
customer base names and key contacts to advertise, promote, sell or
market its own products through any verbal or written or other
transmitted medium without specific advance written authorization of
ADEPT.
12.2 ADEPT Customer Contact and Business Competitive Restrictions
SAMSUNG agrees not to use this relationship as a means to contact any
ADEPT customer without the formal prior written agreement of ADEPT. If
the customer relationship had been established by SAMSUNG prior to the
execution this business agreement, this restriction will not apply as
long as the business is not in direct competition of ADEPT's existing
or planned future business relationship with the customer.
12.3 Proprietary Information
12.3.1 Proprietary information will be identified by written notification by
either party to the other, prior to disclosure, Each party agrees to
treat the other party's Proprietary Information in a manner similar to
how it treats its own Proprietary Information during the initial term
and any renewal terms of this Agreement and for three (3) years after
its expiration or sooner termination, and will not use the Proprietary
Information outside people within its company who have a need to know
without the other permission.
12.3.2 Obligations to protect the others' Proprietary Information shall not
apply to the extent such information; (a) was in the recipient party's
lawful and unrestricted possession prior to disclosure by the other
party as evidenced by written record; (b) is generally available to the
public; (c) has been received lawfully and in good faith by either
party, from a third party who did not receive it from the disclosing
party; or (d) is independently developed the by the recipient without
reference to the proprietary Information and without violation of any
confidentially restriction.
12.4 Non-Disclosure
Neither party will disclose the terms or contents of this Agreement to
any third party except as mutually agreed, or as required by statute,
regulation, or court order.
12.5 Public Disclosure
All public disclosure of any terms of our relationship for publicity or
business
CONFIDENTIAL
Adept / Samsung Page 14
purposes by either company must be reviewed and mutually agreed by
ADEPT and SAMSUNG prior to disclosure.
13. Technical Communications
Technical discussions related to this Agreement and related products
between the ADEPT's and SAMSUNG's engineering, manufacturing and/or
quality personnel, are hereby authorized to preclude misunderstandings
or misinterpretations. However, all changes in the contractual scope of
work, pricing or delivery schedule, materials or data related to this
Agreement shall be effective only if mutually agreed by a ADEPT
purchase order change order and SAMSUNG order acknowledgment, or a duly
executed amendment to this Agreement.
14. Assignments and Delegations
This agreement shall be mutually beneficial and be binding upon the
parties and their respective successors and assignees. Neither party
shall assign or delegate this Agreement or any rights, privileges or
obligations under this Agreement without the prior written consent of
the other party. Notwithstanding the foregoing, no such consent shall
be required for any such assignment of delegation by a party which is
part of or incident to the sale or other transfer, whether by sale,
merger, consolidation, or other corporate reorganization, of all or
substantially all of such party's assets and business, so long as the
assignees or successor shall be a corporation owning or retaining all
or substantially all of such assets and business and shall have assumed
all of such party's obligations under this agreement except as the said
successors and assignees or their Licenser, license, affiliated company
complete with the other party.
15. Term and Termination
15.1 Initial Term
The Initial Term of this Agreement shall be twelve (12) month from and
after the first production shipment made by ADEPT to its customer.
Unless specifically formally contested in writing by either party, this
agreement will automatically extend in twelve (12) month increments.
This agreement will not extend beyond ten (10) years. Given this
agreement is contested by either party, or both parties hereto shall
discuss with each other the extension or expiration of this Agreement
in good faith six(6) months prior to the above expiration date. If both
parties cannot reach agreement, this Agreement will expire on said
date.
15.2 Defaults
CONFIDENTIAL
Adept / Samsung Page 15
If either party defaults in the performance of any provision of this
Agreement, then the non-defaulting party must give written notice to
the defaulting party and the defaulting party has sixty(60) days to
cure the default.
15.3 Compensation
In the event either party fails to cure any defaults as outlines in
paragraph 15.2, the other party shall be due compensation in an amount
equal to their actual investment in this program or the profit margins
on anticipated sales for the initial term of this agreement, which ever
is greater. A maximum amount of compensation will be established.
15.4 Termination
Termination shall not relieve SAMSUNG of its obligations under section
5,6, or 7 of this Agreement which deal with warranty and service of
products sold to ADEPT prior to the termination of this Agreement.
15.5 Manufacturing Agreement
ADEPT will have all the right to manufacture ARMs if SAMSUNG becomes
insolvent (no longer in business) or is no longer manufacturing ARMs.
In such a case, ADEPT agrees to pay royalty at a rate mutually agreed
upon at later date.
16. Force Majeure
Neither party shall be liable for any obligation under this Agreement
if fulfillment of any such obligation has been delayed, hindered or
prevented by force majeure, including strikes, riots, civil commotion
or any circumstances beyond the reasonable control of the parities to
this Agreement, provided that the suspension of fulfillment of any
obligation under this Agreement shall be limited to the duration
necessary for removal of the effects of the force majeure.
17. Applicable Law, Jurisdiction and Venue, and Attorney's Fees
17.1 Law
This Agreement shall be governed by and interpreted in accordance with
the laws of the England. ADEPT and SAMSUNG will work out a fair
settlement between the two parties, If one cannot be reached, it will
go to arbitration. This arbitration will be held in the defending
company's country in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce. The arbitration
proceedings shall be binding and conclusive upon the parties hereto.
17.2 Fees
CONFIDENTIAL
Adept / Samsung Page 16
Reasonable attorney's fees and costs shall be awarded to the prevailing
party in the event of arbitration involving the enforcement or
interpretation of the Agreement. Such fees and costs shall be decided
by the arbitrator(s).
18 Exclusivity
18.1 SAMSUNG agrees that ADEPT will have the exclusive rights to the sale
and distribution of the ARMs world wide with exception of Korea and
SAMSUNG's factories world wide. SAMSUNG agrees that ADEPT will have the
non-exclusive rights to Korea. Confusion to SAMSUNG and ADEPT's
customers will be minimized by this relationship.
18.2 ADEPT shall authorize SAMSUNG to sell the ADEPT ARMs as an integrator.
Adept will provide normal integrator discounts for any such integrator
sales completed by SAMSUNG
18.3 SAMSUNG shall not market and/or sell ADEPT ARMs with SAMSUNG or any
other companys' controllers, other than ADEPT's, without advance
written approval for each individual order, with the exception of Korea
and SAMSUNG factories world wide.
18.4 SAMSUNG will not sell any ARMs or related products to any other robot
company with V, V+, ▇▇▇ ▇▇ based, or Karel based motion control
language, future variants or new generations of these languages created
by ADEPT.
18.5 SAMSUNG shall not enter into any other sales and distribution agreement
for its Mechanical Wafer and LCD Transfer Manipulator products and
related products without specifically providing first offer of refusal
to ADEPT and receiving written refusal confirmation.
18.6 SAMSUNG agrees not to sell or sell through a third party spares,
replacement parts and repair services or re-manufactured products
relative to the products supplied to ADEPT in competition with ADEPT to
ADEPT's customers without the written consent of ADEPT.
19. Non-Competition
19.1 ADEPT shall not during the term of this agreement, manufacture nor sell
other manufacturer's ARMs which have specifications and features
compatible to SAMSUNG's ARMs related to in this Agreement.
20. Miscellaneous
20.1 This Agreement and all notices, reports, documentation, or other
communications hereinafter shall be in English language, and in all
case of any conflict between
CONFIDENTIAL
Adept / Samsung Page 17
the English version and any translated version of this Agreement or any
such communication, the English version still govern.
20.2 Failure of either party to enforce a provision of this Agreement or
waiver by either party of a breach of a provision of this Agreement
shall not be construed as waiver of a succeeding breach or provision.
If any provision is held to be invalid or unenforceable, the invalidity
shall not affect the validity of the remaining provisions. The parties
may also agree to substitute, for the invalid provision, a valid
provision that most closely approximates the intent and economic effect
of the invalid provision.
CONFIDENTIAL
Adept / Samsung Page 18
21. Entire Agreement
This Agreement constitutes and expresses the entire agreement and understanding
between the parties hereto with respect to all the matters herein referred to.
All previous discussion, promises, agreements, memoranda, representations, and
understanding relative thereto, if any, had between the parties hereto, are
herein merged or superseded.
ADEPT TECHNOLOGY, INC SAMSUNG ELECTRONICS CO., LTD
Executed: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executed: /s/ Sung ▇▇▇▇ ▇▇▇
-------------------------- -----------------------------
Officer: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Officer: ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇
Title: Senior Vice President, Title: Senior Vice President
Sales & Marketing & General Manager
Production Engineering Center
On: July 16, 1998 On: July 16, 1998
Executed: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Officer: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President, Operations
On: July 16, 1998
CONFIDENTIAL
Adept / Samsung Page 19
Adept / Samsung OEM Agreement
Appendices to Agreement
--------------------------------------------------------------------------------
Appendix #1 Products Specifications
AppendIx #2 Price Schedule
Appendix #3 Spare Parts Price Schedule
Appendix #4 Quality Planning & Test Data Requirements
Appendix #5 Robot System Qualification Test Specification
To Be Finalized by Both Parties
and
Provided Under Separate cover
CONFIDENTIAL
Adept / Samsung Page 20
Adept / Samsung OEM Agreement
Contract Appendices Approval
Appendices
1. Product Specification
2. Price Schedule
3. Spares Pricing Schedule
4. Quality Planning & Test Data Requirements
5. Robot System Manufacturing Process Flow
The above appendices 1,2,4 and 5 are hereby approved and incorporated
into the Adept/Samsung Contract, executed July 7, 1998, in their
entirety.
ADEPT TECHNOLOGY, INC SAMSUNG ELECTRONICS CO., LTD
Executed: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executed: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇
--------------------- -------------------
Officer: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Officer: ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President Title: Senior Vice President
Operations & General Manager
Production Engineering Center
On: Feb. 26, 1999 On: Feb. 26, 1999
--------------------------- -------------------------
CONFIDENTIAL
Adept / Samsung OEM Agreement
Appendix #1
WTR Product Specifications
****
Adept / Samsung OEM Agreement
Appendix #1
LTR Product Specifications
****
Adept / Samsung Page 21
Adept / Samsung OEM Agreement
Appendix #2
Price Schedule
Prices are hereby established for each model *
--------------------------------------------------------------------------------
Model Unit Price ($US)
**** ****
--------------------------------------------------------------------------------
Table 1
* With Mutually Agreed Conditions as stated below
A. "Must Level" Changes shall be implemented and incorporated by Samsung into
each applicable robot Model after the mutually agreed effective date of the
change, at no additional cost to Adept.
B. Absolute Encoders shall be incorporated into and supplied by Samsung with the
each of the above Robot Models at no additional cost to Adept.
C. Arm Power Cables and Arm Signal Cables, manufactured to Adept specifications
(TBD) with an Robot Signal Card (RSC) provided, shall be included and
supplied by Samsung with each of the above Robot Models at no additional cost
to Adept.
D. Samsung shall reduce the billable unit price, from the initial agreement, by
ten percent by (10%), for single and double WTR Robots. For single WTR robots
this cost reduction shall occur after a total of **** units, in any
combination of single WTR Robots, have been shipped under this contract. For
the double WTR Robot this cost reduction shall occur after a total of ****
units, in any combination of double WTR Robots, have been shipped under this
contract.
E. As special competitive market situations occur for potentially large
quantities of single or mixed Robot Models, requiring aggressive pricing,
Samsung will make every effort in the spirit of this partnership contract, to
cooperate and in turn make deep discounts available to Adept to improve the
negotiating position and opportunity to capture the resulting customer
contract. (Refer to Contract paragraph 3.4.2)
CONFIDENTIAL
Adept / Samsung Page 22
Adept / Samsung OEM Agreement
Appendix #2
Price Schedule
F. Samsung shall discount any and all orders of **** or more of the above Robot
Models, whether single or mixed model lots, by ten percent (10%), to improve
the capture rate for large customer orders.
G. Samsung shall provide Certified CE Marking for all of the above Robot Models,
effective July 1, 1999, or as mutually agreed in writing.
CONFIDENTIAL
Adept / Samsung Page 23
Adept / Samsung OEM Agreement
Appendix #3
Spare Parts Price Schedule
To Be Finalized by Both Parties
and
Provided Under Separate Cover
CONFIDENTIAL
Adept / Samsung Page 24
Adept / Samsung OEM Agreement
Appendix #4
Adept Quality Planning
This Appendix covers the Quality Guideline to be employed by Samsung for the
assembly and test of the Samsung robot product
1 Build and test
1.1 Manufacturing product and process development.
1.1.1 Product performance specifications and procedures shall define
the acceptance criteria for each assembly and/or sub assembly.
1.1.2 Manufacturing instructions or other forms of process
documentation shall define the specific detail assembly step
sequences and required tooling.
1.1.3 Manufacturing and test documents shall contain the required QC
self and sequential checks to be performed prior to releasing the
sub assembly to the next station.
1.1.4 Process standards for workmanship shall be used by Samsung in the
manufacturing and test of the Samsung robot product. All process
specifications shall be written documents. Each assigned a part
or process number and maintained under engineering control.
1.2 Evidence of build and test.
1.2.1 Each arm built shall exhibit evidence of build and test
acceptance by the appropriate operator. This acceptance can
include acceptance stamps on the product itself or as approval
signatures on product certification documentation that travels
with the product during assembly and test.
1.3 Operator and process certification
1.3.1 Zero tolerance for Defects. No acceptable defect level.
1.3.2 Adept autotest is the platform to be used for functional test of
the Samsung robot product. Products that indicate test failure
shall NOT be accepted by Samsung and shipped to Adept without the
express and written approval from Adept Purchasing.
1.3.3 Operators and technicians shall be fully trained in the specifics
of the manufacturing/test instructions and process requirements.
CONFIDENTIAL
Adept / Samsung Page 25
1.3.4 Operators shall be certified as being capable of performing the
required tasks.
1.3.5 Station output must be certified as complete by the station
operator prior to moving to the next build or test station.
Certification includes evidence of acceptance stamp on material
or signed acceptance by the process operator.
1.3.6 Units without the written evidence of acceptance shall NOT be
accepted at the next assembly or test station.
2 QC Inspection points
All QC check steps used to verify quality performance are to be fully
integrated and documented within the manufacturing and test process. This
includes:
2.1 Electrical or functional QC tests
2.1.1 Any tests required during assembly to verify conformance to
performance or other standards.
2.1.2 Functional tests as required and defined by the Adept's
applicable test process document.
2.1.3 Hipot or other electrical tests as required by the process
documentation.
2.2 Visual inspection
2.2.1 Self-inspection: Every process will include inspection checks of
critical steps and parameters by the person performing the task.
2.2.2 Sequential inspection: Sequential inspection is employed to cross
verify the quality of an employee or work team. The immediate
down stream process will perform a check (sample or 100%
depending upon the process) of the quality of the upstream
process. The down stream process will not proceed until the
product is accepted.
2.2.3 Out of Box QC visual audit: The out of box QC visual audit is a
100% non functional inspection performed prior to shipment. This
inspection shall be cover:
2.2.3.1 Product built in compliance to manufacturing and test
documentation and includes the appropriate acceptance
checklists and other evidence of acceptance.
CONFIDENTIAL
Adept/ Samsung Page 26
2.2.3.2 Product cosmetic workmanship, packaging and labeling
compliance.
2.2.3.3 This Inspection or audit shall be performed by a 3rd party
inspection or audit function.
3 Quality control information
3.1 Quality defect measurement shall be accomplished in two ways:
3.1.1 Real time quality measurement
3.1.1.1 Pareto charts of defects
3.1.1.2 Product test performance charts
This activity is used to prevent defects. Trend charts and SPC charts
with defined limits shall be used during the product test to monitor
key assembly and performance variables.
3.1.2 Historical quality performance measurement
3.1.2.1 Defect tracking
3.1.2.2 Yield run charts
This activity is designed to collect data over time. All defects are to
be documented and entered into a database for performance measurement
reports. This data will form the backbone for quality and yield
improvement and corrective action.
3.2 Quality Information reports shall be distributed as follows:
3.2.1 Monthly Pareto failures
3.2.2 Time to fail
3.2.3 Product yield
3.2.4 Open corrective actions.
3.3 FTP site data transmission
3.3.1 Robot Signature Card (RSC) and functional test data shall be
uploaded to the FTP site prior to shipment of the arm to Adept.
4 Supplier Quality certification
All suppliers are held responsible for the quality of the materials supplied
to Adept. Within this policy, the following specifics apply
CONFIDENTIAL
Adept / Samsung Page 27
4.1 Supplier qualification
Production suppliers shall be approved and in current use. New supplier
candidates shall be formally approved for production prior to use.
4.2 Evidence of Acceptance
All custom cables shall have evidence of test documented on each of the
individual cables. Multiple test requirements (Hipot, continuity etc.)
requires multiple test stamps.
All motors or other OEM products shall have evidence of test stamped on
each Item. Multiple tests require multiple test stamps.
5 Closed loop corrective action
Internal and supplier caused defects shall be documented and processed using
a closed loop corrective action system. This system is required to define the
problem, responsible department, action required and expected completion
date. The action is to remain labeled as open and unresolved until adequate
root cause corrective action is implemented.
5.1 Corrective Action Report (CAR) Assignments
All CAR's will be received and reviewed by the work area manager or
supervisor. CAR assignments shall be made per the following options:
5.1.1 Improvement team
5.1.2 Area manager/Supervisor assignment
5.2 CAR closeouts
All CAR's shall be closed out in writing with the appropriate
improvement team or area manager signature of completion.
6 Continuous Improvement activities
6.1 Improvement teams will be identified covering all key areas of the
manufacturing and test process. The area manager is responsible for
coordinating this team activity.
6.2 Improvement teams and the area supervisor will be accountable for
establishing corrective actions for workmanship type quality problems.
CONFIDENTIAL
Adept / Samsung Page 28
Adept / Samsung OEM Agreement
Appendix #5
Robot System Manufacturing Process Flow
--------------------------------------------------------------------------------
Samsung LTR and WTR Robots
--------------------------------------------------------------------------------
December 1, 1998
This document provides a flowchart and definitions of the manufacturing process
to be employed between Adept Technology and Samsung in the production of LTR and
WTR robotic systems. This is based upon the best information available when
published. This document is subject to changes as required to assure a
efficient, controlled, and quality process.
The process flowchart provides a high level view of the manufacturing steps.
These steps can be broken into three main areas: Adept actions, Samsung Actions,
and Test process flow. The legend on the right provides a guide to identifying
each flow box
A definition is provided for each process flow step in order for the reader to
have a better understanding of the process flow. In a similar manner a test
process summary is provided in the last section.
[GRAPHIC GOES HERE]
CONFIDENTIAL
Adept / Samsung Page 29
PROCESS FLOWCHART
[GRAPHIC GOES HERE]
CONFIDENTIAL
Adept/ Samsung Page 30
Flowchart step definitions:
[GRAPHIC]
Forecast of demand shall be for a time horizon of at least six months. There
shall be no limitation upon forecast changes beyond the sixty day time fence of
the delivery. Samsung is expected to respond to increases in demand of up to 30
percent between the sixty day and the thirty day time fence of the delivery.
[GRAPHIC]
Only purchase orders shall be considered as commitment to receive product.
Actual delivery of product to Adept shall be based upon the terms of the
purchase order. Adept shall be liable to accept all committed purchase orders
or a quantity equal to four weeks of demand.
[GRAPHIC]
The Robot Signature Card (RSC) is a Adept designed interface between the robot
and the Adept Controller. In order to meet customer expectation and engineering
requirements an RSC PCA may need to be included in the product. If required, it
is recommended, for logistical reasons, that Samsung produce the RSC PCA, based
upon an Adept supplied design package. An alternative is to have Adept supply
complete RSC PCAs to Samsung for installation into the robots.
[GRAPHIC]
Build capacity must be maintained at a level to meet the sixty day time fence
forecast plus an additional 30 percent to plan for increased demand and
exceptions. Quality checklists and other in process documents shall be available
upon request for Adept to review. All completed product shall be identified by a
serial number label containing the Adept Technology company name, the name or
product type, and the Adept serial number of the robot.
[GRAPHIC]
Robot test shall be conducted in accordance with Adept Test Instructions using
Adept supplied controller systems and Adept supplied test software (Autotest).
All robots must pass all test requirements. No product shall be accepted for
shipment without proof of acceptance.
[GRAPHIC]
CONFIDENTIAL
Adept / Samsung Page 31
At completion of testing Samsung shall provide, via the Internet F1owchart step
definitions (continued):
all requested test data to Adept for review and product acceptance. No product
shall be authorized by Adept for shipment without receipt of the test data in
San ▇▇▇▇.
[GRAPHIC]
Product acceptance is based upon Adept receipt and review of robot test data.
Adept must receive all requested test files and confirm satisfactory completion
of all test requirements.
[GRAPHIC]
Upon satisfactory review of the test data Adept shall provide Samsung an
acceptance for each robot. Samsung is not authorized to ship any product without
receipt of this acceptance from Adept.
[GRAPHIC]
Samsung Is expected to maintain a shipment kanban of two weeks of forecasted
demand or a minimum of two units for each product configuration which is desired
by Adept. Adept is liable for the authorized quantity which is maintained in the
kanban. All product in the kanban shall be fully tested with Adept test
acceptance.
[GRAPHIC]
Samsung shall ship robots to Adept in accordance with advice provided in the
purchase order. All product containers shall be identified with the Adept
Technology company name, Adept product part number, and the serial number of the
robot.
[GRAPHIC]
Adept may desire to ship product directly to Pacific Rim customers in order to
avoid the cost and time required to ship the product through San ▇▇▇▇. Adept
shall advise Samsung on an order by order basis of the requirement to "drop
ship" any system directly to a customer.
[GRAPHIC]
Given the decision to drop ship a system directly to a customer Adept shall ship
a fully tested controller in a sealed
CONFIDENTIAL
Adept/ Samsung Page 32
package to Samsung. No additional handling or testing of the controller shall be
required.
[GRAPHIC]
Samsung shall consolidate a fully tested robot with the controller system
supplied by Adept. Samsung shall advise Adept upon the serial number of the
robot to be supplied with each drop ship order.
[GRAPHIC]
Samsung is responsible to supply the complete system, robot and controller, to
an Adept approved freight forwarder. Shipment terms shall be FOB Korea.
Summary of Test F1ow:
The test flow assumes the use of Adept controller systems for Bring-up and Test,
as this is thought to be the best method to assure customer expectations are
satisfied. Adept owned controller systems and software would be provided to
Samsung in quantities demanded by the capacity requirements.
[GRAPHIC]
PRE-TEST - A set of tests to be conducted by a technician prior to beginning
test operations with the controller system. Pre-Test is the following three
manual process steps:
Hi-Pot & Ground Continuity - Evidence of acceptance is required on each
unit.
Hi-Pot Criteria:
Test Voltage: 1500 vdc
Trip Current: <= 5 mA
Voltage Ramp: 1500 vdc/ 100 msec maximum
Test Time: 1 second.
Ground Continuity Criteria:
Test circuit: 25 Amps AC
Trip Resistance: 0.1 ohm
Test Time: 6 second.
CONFIDENTIAL
Adept / Samsung Page 33
Motor Resistance Check - Validate proper system resistance and connection.
Connect to Controller System - Confirm controller configuration and
connections.
[GRAPHIC]
BRING-UP - This series of operations sets model specific and unit specific
information about the robot. Such information will be stored offline or in the
Robot Signature Card, (RSC), if this component is included in the robot system
design. Each process step is automated using Adept test software (Autotest).
Process steps, data collection and test results are maintained by software and
stored to disc.
Initialize RSC - Set robot model defaults into the Robot Signature Card and
specific unit information, such as serial number.
Rough Calibration - Determine and store initial calibration zeros.
Fine Calibration - Measure and correct for mechanical offsets and errors.
Determine and store final calibration zeros. (Technician assistance
required.)
TEST - This series of process steps is automated through Adept test
software
[GRAPHIC]
(Autotest). Software conducts all robot tests, maintains data collection, and
determines pass or fail. All information is stored to disc and can be reviewed
by the technician if troubleshooting is required.
NOTE: This section is preliminary. This section is modeled after Adept standard
testing procedures for assembly robots. Changes to the testing shall be
CONFIDENTIAL
Adept / Samsung Page 34
added as required in order to assure the performance and quality of the
product.
Cold Joint Friction - Measurement of internal drive friction for each robot axis
when the robot is cold. Assures that all mechanisms fall into a known range.
Failure could affect servo tuning and robot performance.
Joint Limits - Verification that there are no physical or system restrictions to
reaching all operating envelop limits.
Gain Margin - Verification of servo system stability.
Joint Performance - Measurement of robot cycle time performance. Testing is
conducted in Burst (maximum performance) and Sustained (best performance within
continuous operating limits).
Exercise - Twelve hours of continuous robot operations at sustained operating
limits. Robot must operate without fault.
Hot Joint Friction - Measurement of internal drive friction for each robot joint
when the robot is at operating temperature. Assures that all mechanisms fall
into a known range. Failure could affect servo tuning and robot performance.
Nulling - Verification that mechanism will completely settle to a stable
location. (Similar to Pose Stabilization Time).
Repeatability - Unidirectional Pose Repeatability
Exercise - One hour of continuous robot operations at sustained operating
limits. Robot must operate without fault.
CONFIDENTIAL