Capital Equipment Purchase Agreement
EXHIBIT
10.1
More
Energy Ltd.
2
Yodfat
Street
Global
Park, ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
and
Ismeca
Europe Automation ▇▇
▇▇▇
de
l’▇▇▇▇▇▇▇▇ ▇▇▇
▇▇
- ▇▇▇▇
▇▇ ▇▇▇▇▇-▇▇-▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
are
the
parties to the present agreement.
WHEREAS
More
Energy Ltd. (“More Energy” or “Customer”) and Ismeca Europe Automation SA
(“Ismeca” or “Seller”) have agreed to enter into this Purchase Agreement under
which Customer will purchase from Seller the Deliverables (defined herein),
all
in accordance with the terms of this Agreement. Customer will issue a formal
Purchase Order to implement this Purchase Agreement:
EFFECTIVE
DATE.
The
Effective Date of this Purchase Agreement shall be September 21st, 2005.
1. ENTIRE
AGREEMENT AND SELLER’S BASIC UNDERTAKING
| 1.1 |
This
Purchase Agreement contains the complete, final and exclusive agreement
between More Energy and Seller regarding the goods and services ordered
under this Agreement and the corresponding PO. Except as otherwise
explicitly agreed by More Energy in writing, conflicting, different
or
additional terms (including, but not limited to, those set forth
in the PO
and in the Proposal) are expressly rejected and acceptance of this
offer
is expressly limited to the terms set forth
herein.
|
| 1.2 |
Seller
hereby undertakes to carry out the project hereunder, including the
delivery of Equipment, Documentation and Services as described in
detail
in Annex 1 hereto, in accordance with the highest standards in the
industry and in compliance with the Program Schedule attached hereto
as
Annex 2 and the Specification attached hereto as Annex 3, as same
may be
updated and modified by mutual written agreement of Seller and Customer
from time to time.
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2. PRICE
AND INVOICING
|
2.1
|
The
prices for the Equipment, Documentation and Services are as indicated
below and in Annex 1 hereto, are payable in Swiss Francs, and shall
remain
in effect during the duration of the project unless modified by mutual
agreement.
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Prices
made to Seller are indicated in Swiss Francs and are fixed and not
subject
to any escalation.
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| 2.2 |
Prices
are net excluding shipping, insurance and, packing, in accordance
with the
EXW conditions of the 2003 Incoterms, excluding VAT, without any
deductions. They shall
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|
be
valid for the Order as defined in the Confirmation however they
may be
modified by Ismeca and More Energy in case of changes made by the
Customer
to its Order (specifications, deadlines, quantities, etc. of the
Product
or the Component) or in case of a delay following a reason attributable
to
the Customer. Seller’s prices for the Equipment do not include the
following items which, when applicable, shall appear as separate
additional items on the appropriate invoice:
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a.
|
Sales
and use
taxes.
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b.
|
Customs,
duties, licenses, import duties, and export
fees.
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c.
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Packing,
shipping, transportation, insurance or freight to the production
site or
sites (as determined by More
Energy).
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d.
|
Installation
of the equipment at the production site or
sites.
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| e. |
Site
acceptance tests (SAT)
|
At
such
time as the Parties define the scope of work for d and e above, Seller shall
quote same based upon its standard hourly rate for the Seller personnel to
be
involved in the effort, plus reasonable out of pocket expenses, and the parties
will negotiate a mutually acceptable price.
| 2.3 |
Seller
shall issue individual invoices for required milestone payments per
line.
Payment for the Equipment shall be separated into five equipment
groups or
sub-systems, respectively:
|
| · |
Machine
1-
CHF 2’914’000
|
| · |
Machine
2-
CHF 1’321’000
|
| · |
Machine
3 and its’ associated Leak Tester - CHF
2’726’300
|
| · |
Machine
4 and its’ associated Leak Tester - CHF
980’000
|
| · |
Machine
5 and the Machine buffers / interface - CHF
4’051’000
|
| · |
PCB
cutting machine, pouch machine, packaging, and Line Supervision -
$ CHF
2’077’000
|
| 2.4 |
Invoices
will be generated for each of the above sub-systems and are to be
based on
the following schedule.
|
| a. |
15%
of
the line amount at order placement.
|
| b. |
15%
of
the line amount at completion of mechanical design review for each
such
sub-systems.
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| c. |
30%
of
the line amount at system “power up” for each such sub-systems.
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| d. |
30%
of
the line amount following successful pre-acceptance at our facility
(see
section 3.4 below regarding partial acceptance and partial
payment)
|
| e. |
10%
of
the line amount following a final acceptance at the production
site.
|
Invoices
shall be paid by Customer net thirty (30) days after its receipt of the original
invoice and (except for a above) a Certificate of Milestone Completion signed
by
Seller and Customer’s designated representatives.
3. ACCEPTANCE
CRITERIA
There
are
to be two acceptance test runs, one at Seller’s plant to confirm system
conformance with the Specification and the Acceptance Test Criteria, and one
at
the production site to reconfirm confirm system conformance with the
Specification and the Acceptance Test Criteria after shipping and
reinstallation. The Parties will, in accordance with the Program Schedule,
mutually agree on a detailed Test Plan for each acceptance test as well as
Acceptance Test Criteria for successful passage of such tests.
The
pre-acceptance test run will be for two complete runs of four hours each and
will occur at Seller’s plant. The test will assemble and test the More Energy
product as described in Annex 1. Seller will provide engineering and technician
support and conduct the acceptance test run. Customer may have its project
engineer, and any other personnel its selects, present for these test runs.
During the test run, the machine shall comply with the Acceptance Test Criteria,
as well as meet the following criteria:
| 3.1 |
The
machine shall achieve a net throughput, after reductions for downtime
and
yield losses, of at least 8’996 accepted units (which represents an
average overall line efficiency of 85% and yield of 98% at the rated
system throughput rate of 45 parts per minute). For this test run
the
system will start from a “full machines / full buffers” condition and the
counters reset at that point. Note; system throughput is the determining
factor; cycle rates of individual assembly cells may fluctuate in
order to
meet the target throughput rate.
|
| 3.2 |
Downtime
and yield losses due to non-machine causes shall not count against
machine
performance.
Downtime and yield losses due to non-machine causes may result from
the
following:
|
· Shortage
of bulk parts in feeding systems
· Depletion
of fluids in dispensing systems
· Out-of-specification
components
· Operator
failure
· Downtime
directly caused by processes which are mandated by Customer
· Failure
of air, vacuum, or incoming power supplies
Preliminary
acceptance shall occur upon successful completion of this test as evidenced
by
the signature of both Customer and Seller’s designated representatives on a
Milestone Completion Certificate. In the event of any failures in the test,
Seller shall correct the failed items on a timely basis and submit the system
or
relevant subsystem for retest in accordance with the mutually agreed Test Plan
and Acceptance Test Criteria.
| 3.3 |
A
second and final Acceptance Test will be performed at the production
facility (currently expected to be at CELESTICA’s facility in Ireland),
consisting of three complete runs of four hours each. These tests
are to
confirm that no damage resulted from transit, and that the installation
has been correctly completed. The same Acceptance Test Criteria shall
apply to this final Acceptance Test. Final acceptance shall occur
upon successful completion of this test as evidenced by the signature
of
both Customer and Seller’s designated representatives on a Milestone
Completion Certificate. In the event of any failures in the test,
Seller
shall correct the failed items on a timely basis and submit the system
or
relevant subsystem for retest in accordance with the mutually agreed
Test
Plan and Acceptance Test Criteria. The Seller’s cost for such retest shall
be at its own expense.
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| 3.4 |
When
possible, the entire line will be tested together as a complete system.
When for reasons of component availability and or process related
issues a
full line pre-acceptance is not possible, the parties agree to accept
(test run) individual sections of the line using the same acceptance
criteria as indicated above. In this case, pre-acceptance of a section
will result in a 15% payment to Ismeca for the respective section
approved
by Customer with the 15% balance (under 2.4(d) above) being payable
together with the final acceptance under 2.4(e) above. Invoicing
of
accepted sections of the line (pro-rata based upon their relative
values
as indicated in above in
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|
section
2.3) will occur following pre-acceptance. Shipping of accepted
sections of
the complete line will occur when mutually agreed by More Energy
and
Ismeca.
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4. INDEPENDENT
AGREEMENTS
This
Purchase Agreement expressly overrides any other terms and conditions regarding
the Goods and Services (including, but not limited to, the terms and conditions
set forth in the PO and the terms and conditions set forth in the
Proposal).
5. CHANGES
The
system described in Annex 1 represents Seller’s best understanding of the
assembly and test requirements of the product being assembled as set froth
in
the Specification set forth in Annex 3. Should changes occur in More Energy’s
product or assembly processes which impact the equipment design, or should
new
assembly or test requirements come to light, Seller reserves the right to
request equitable adjustments to the price and/or delivery of the equipment.
All
such changes will be communicated in writing via a “Project Change Notice”
(PCN). Notwithstanding the above, any deficiencies in the design or workmanship
of the system set forth in Annex 1 to meet the Specifications set forth in
Annex
3 will be corrected at the sole expense of Seller on a timely and expeditious
basis so as not to delay the overall Program Schedule.
Further,
More Energy is entitled, at any time, to request changes to the specifications
for the Goods and/or Services or any other matters relating to performance
under
this Purchase Agreement; provided that the price and/or delivery schedule may
be
equitably adjusted with More Energy to reflect additional costs and/or schedule
adjustments required by the changes. Any change requested that has an impact
on
Equipment cost, scope, and or delivery, must be approved of in writing by More
Energy, if necessary with the appropriate “Project Change Notice” issued, before
Seller will make such changes. Any claim for adjustment is waived unless made
in
writing within thirty (30) days after receipt of More Energy written change
order. Seller shall not make any change or deviation to Goods and/or Services
covered specifically by the Proposal, PO, and/or this Purchase Agreement, except
with More Energy’s prior written consent. Upon approval by More Energy of the
initial design, any process changes, design changes or deviations considered
by
Seller must be submitted to More Energy in writing for review. If changes are
submitted for approval, the information submitted must include a complete
description of the change and the effect of the change will have on all
characteristics of the product.
6. WARRANTY
Seller
warrants, for a period of one (1) year or 8,760 system operating hours
(whichever comes first) after date of final Acceptance by Customer, the
equipment to be furnished hereunder will be in full conformity with the
specifications, drawings, and/or other description furnished by More Energy
and
that all items furnished hereunder will be free from defects in design,
workmanship, materials, and manufacture, and will be fit for the use intended
by
More Energy. Such warranty shall be in addition to any warranties of broader
scope and service warranties and guarantees given to More
Energy by Seller, shall survive inspection test, acceptance of and payment
for
the equipment and shall run to More Energy, its successors and assigns.
All
warranty service, other than easily accomplished part replacement, shall be
conducted by Seller or its agents at the production facility in a manner which
does not
unreasonably
disrupt More Energy’s operations, and without additional cost to More Energy.
Seller will pay all freight for repair and replacement parts under warranty
sent
to Seller and back to the More Energy issuing location. All equipment and
software upgrades, revisions, modifications, etc. will be included in the
warranty period.
Seller
will make every effort to respond to requests by More Energy for warranty
services within 24 hours of request and in no event shall a response require
longer than 48 hours. More Energy shall have the right to repair warranty
defects if Seller is unable or unwilling to repair such warranty defects within
48 hours of notification of such defects. In the event More Energy elects to
take this action, it shall be entitled to deduct from any amounts owing to
Seller the direct and incidental costs incurred in remedying the breach of
warranty or ▇▇▇▇ Seller for same if no such payments are due
The
warranties and representations described in this purchase agreement are in
lieu
of other warranties imposed by custom or law of any jurisdiction. Except as
otherwise expressly set forth herein, Seller shall have no responsibility for
incidental, indirect, special, punitive or consequential damages, except if
such
damages result from: (1) a breach of any or all of Seller’s representations and
warranties set forth herein, or (2) Seller’s negligence.
7. INTELLECTUAL
PROPERTY PROTECTION AND RIGHTS
Seller
warrants that the Goods (including but not limited to software) do not
infringe
upon any third party’s intellectual property, including patents, copyrights,
trademarks or trade secrets, and that Seller has all necessary rights to
sell or
license the Goods. All rights and interest in the direct liquid fuel cell
technology of Customer, including any derivative or improvement thereto,
whether
developed separately or in connection with this Agreement, shall at all
times
belong exclusively to More Energy. Seller will not disclose any Customer
information or data to any third party without Customer’s prior express written
consent, nor will Seller use Customers information or data for any purpose
other
than the performance of this Purchase Agreement, as amended by the Parties
from
time to time. The
diagrams, drawings, sketches, plans, descriptions, specifications, etc.
of each
Party shall remain solely and wholly the property of the Party that prepared
them and may not be used for other purposes or disclosed to any third party,
without the prior written authorisation of the Party that prepared them.
Drawings, etc. that Ismeca has to forward to its subcontractors, confidentially
and only on loan, for the purpose of performing the task entrusted to them
shall
form an exception
to this rule.
8. TERMINATION
More
Energy may, at any time, direct Seller to suspend or cancel all or any part
of
the work. In the event of a suspension and/or cancellation:
| 8.1 |
More
Energy shall give to Seller immediate written notice of cancellation
and/or suspension of delivery and the extent thereof. The effective
date
of cancellation and/or suspension of delivery shall be the date Seller
receives written notice from More Energy, More Energy's proof that
Seller
received written notice shall be certified by mail, return receipt
requested.
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| 8.2 |
More
Energy shall pay to Seller all of Seller's costs and expenses incurred
in
conjunction with the project, plus a cancellation fee of an additional
6%
of the aggregate of such cost and expenses to the date of such
cancellation. The term “cost
|
-5-
|
and
expenses incurred” includes, without limitation, fees for Seller's
services, cost plus Seller's standard ▇▇▇▇ up for purchased items
or
services, and commitments to subcontractors and vendors for services
and
materials in connection with the project. All costs and expenses
incurred
shall be calculated and paid according to Seller, then Current
Time and
Material fee at scheduled rates. Seller shall deliver to Customer
all of
the goods paid for hereunder.
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| 8.3 |
Advance
payments made by More Energy to Seller shall be applied to the
cancellation charges.
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8.4
|
a)
In the event Ismeca 1) breaches any of its material obligations under
this
Agreement notwithstanding its good faith efforts to perform this
Agreement
in accordance with its terms, then Ismeca will use extraordinary
efforts
to cure such breach in the shortest time possible but in no event
to
exceed 30 days after receiving written notice from the Customer specifying
the breach and specifically referring to this section of the Agreement.
If
Ismeca demonstrates to Customer’s satisfaction that additional effort
would impose a disproportionate financial burden on Ismeca to the
impact
of the breach on Customer, then Ismeca shall propose to the Customer
alternate compensatory services of value equivalent to the loss to
the
Customer because of Ismeca's breach (such as additional equipment
to
achieve the specification throughput performance, extended warranty,
spare
parts free of charge, and/or other free services of substantial value
to
the Customer as determined together with the
Customer).
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b)
Notwithstanding the aforesaid, in the event the breach by Ismeca
substantially impacts the underlying assumptions of this Agreement
as to
the throughput performance of the line, Ismeca shall within one week
of
identifying such breach, inform Customer in writing of the ability
to cure
same and the time required to do so. If Ismeca cannot cure such breach
within 60 days of Customer’s written notice, then the Customer shall be
entitled to, in addition to any of its other rights at law or equity,
terminate this Agreement in whole or in part, at its discretion,
and
Seller will be obligated to refund to Customer the monies paid to
Seller
with respect to the terminated part of this Agreement with interest
at
LIBOR plus 6% from the date of the original payment by Customer and
any
terminated equipment shall be returned to Ismeca. For purposes of
this
clause alone, a substantial impact shall mean if the line falls short
of
the agreed Specification throughput at the specified quality as measured
at the FAT or SAT by more than 7.5% (i.e., an average gross rate
which is
below 45 devices per minute less 7.5% - or an average which is below
41
devices per minute gross cycle rate. In the event Customer does not
exercise its right to terminate, Ismeca shall remain fully responsibility
to take all necessary steps to cure the breach and to minimize the
schedule impact on Customer.
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11. FORCE
MAJEURE
Neither
party shall be liable for delays in delivery or performance, or for failure
to
manufacture, delivery or perform under this paragraph, due to, through no fault
of the party, an act of God, an act of civil or military authority, Governmental
Priority, strike or other labour disturbances, flood, epidemic, war, or Riot.
Seller shall not be liable for delays in delivery or performance due to an
act
of More Energy that More Energy knew would delay the performance of Seller
under
the PO and this agreement, provided that Seller provides More Energy advance
written notice of action to be performed by More Energy and the date by which
such action must be taken to avoid delays. Either party
will
notify the other party promptly of any material delay excused by this paragraph
and will specify the revised delivery date as soon as practicable.
12. LIMITATIONS
Any
actions or claims by either party under this Purchase Agreement for breach,
non
performance or otherwise shall be commenced within twelve (12) months after
the
occurrence giving rise to the action or claim.
13. APPLICABLE
LAW; JURISDICTION
All
disputes in connection with this Contract of the execution there of shall be
settled by negotiation between two parties whenever possible. The
place
of performance and exclusive jurisdiction shall lie in Israel, and all legal
relations shall be governed exclusively by Israeli Law.
| More Energy | Ismeca Europe Automation SA |
| Signature : _/s/ Gennadi Finkelshtain_ | Signature:_/s/_Erik Poulsen_______ |
| Name: Gennadi Finkelshtain________ | Name: _____Erik Poulsen________ |
| Title:__General Manager__________ | Title: ___Director, Sales__________ |
| Signature : _/s/ Israel Fisher________ | Signature : _____________________ |
| Name: Israel Fisher_______________ | Name: ______ __________________ |
| Title:__Senior Vice President Finance_ | Title: _________________________ |
-7-
Confidential
FUEL
CELL
Automatic
Assembly and Test
High
Volume Production Line
For
MORE
ENERGY(MEDIS)
ANNEX
1
TO PURCHASE AGREEMENT
dated
15th
September 2005
TABLE
OF
CONTENTS
|
1.
|
INTRODUCTION
|
3
|
|
2.
|
THE
PRODUCT
|
4
|
|
3.
|
DESCRIPTION
OF THE EQUIPMENT
|
5
|
|
3.1.
|
MACHINE
BASE: ISMELINE AND ISMEDIAL
|
5
|
|
3.2.
|
FUNCTIONAL
DESCRIPTION
|
8
|
|
4.
|
CONTROLS
|
28
|
|
5.
|
[SUBJECT
TO A REQUEST FOR CONFIDENTIAL TREATMENT;
|
|
|
SEPARATELY
FILED WITH THE COMMISSION] (HMI)
|
29
|
|
|
5.1.
|
STATISTICS
|
30
|
|
5.2.
|
ELECTRICAL
|
30
|
|
5.3.
|
ISMECA
STANDARDS
|
31
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5.4.
|
LINE
MULTI MACHINE
|
31
|
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6.
|
WORKING
ENVIRONMENT
|
32
|
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7.
|
SCOPE
OF WORK
|
33
|
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8.
|
COMPONENTS
REQUIRED FOR EQUIPMENT TEST
|
34
|
|
9.
|
PRICE
AND DELIVERY
|
35
|
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9.1.
|
DELIVERY
TIME
|
35
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|
9.2.
|
PAYMENT
TERMS
|
36
|
|
9.3.
|
WARRANTY
|
36
|
|
9.4.
|
MAINTENANCE
CONTRACT
|
36
|
|
9.5.
|
TRAINING
OF YOUR PERSONNEL
|
36
|
|
9.6.
|
INSTALLATION
AND COMMISSIONING
|
36
|
|
9.7.
|
CONFIDENTIALITY
|
36
|
|
10.
|
APPENDIX
PACK
|
37
|
|
11.
|
CONTACTS
|
38
|
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12.
|
GENERAL
CONDITIONS OF SALE AND DELIVERY
|
Annex
1 to Purchase Agreement
1. INTRODUCTION
This
Annex 1 to the Purchase Agreement between More Energy ltd., a subsidiary
of
Medis Technologies Ltd. (hereinafter “More/Medis”) and Ismeca Europe Automation
SA (hereinafter “Ismeca”) sets forth a detailed description of the production
line to be designed and built by Ismeca for More/Medis for the assembly
and test
of the More/Medis Fuel
Cell product as defined in the More/Medis
Specification dated 24th
May
2005, together with related project and line documentation and certain
services
(e.g., testing and training). The production line is sometimes herein referred
to as the system or the Equipment.
This
production line has been designed by Ismeca to meet the More/Medis
Specifications and is based on Ismeca’s standard [Subject
to a request for confidential treatment; Separately filed with the Commission]
and [Subject to a request for confidential treatment; Separately filed
with the
Commission] platform
bases.
The
production line design is a Fully
Automatic Stand - Alone Production Line with a design life of twenty (20)
years.
The
system will operate at an Output
Rate of > 1.80 Million Devices per Month
gross.
Using your calculation as written in your RFQ, when calculated through
- 1.80 M
/ 27.9 days utilizing an 85% up time / efficiency with a 98% yield we achieve
a
45
parts per minute gross cycle rate.
(Based
upon the More/Medis specification calculations Ismeca estimates around
1.50
Million Devices per month net
output).
The
system is based largely on mechanical cam driven operations and synchronisations
rather than electronic drives.
Ismeca
has partnered with 6 suppliers to work with it to build the line,as follows:.
[Subject
to a request for confidential treatment; Separately filed with the Commission]
have
been
consulted for all welding processes, [Subject
to a request for confidential treatment; Separately filed with the Commission]
for
all
leak testing requirements, [Subject
to a request for confidential treatment; Separately filed with the Commission]
for
the
vacuum forming of the pouches, together with [Subject
to a request for confidential treatment; Separately filed with the
Commission],
[Subject
to a request for confidential treatment; Separately filed with the Commission]
and
[Subject
to a request for confidential treatment; Separately filed with the Commission]
for
the
final packaging. Ismeca’s
forté is automated assembly, line integration / interfacing and Project
Management and Ismeca selcts as its
partners
companies which are leaders within their field to optimize the final line’s
performance. NOTWITHSTANDING THE ABOVE, ISMECA REMAINS DIRECTLY RESPONSIBLE
TO
MORE/MEDIS FOR THE PERFORMANCE OF THE PRODUCTION LINE AND ALL OF ITS ELEMENTS
IN
ACCORDANCE WITH THIS PURCHASE AGREEMENT.
|
15th
Septmber 2005
|
Ismeca
Europe Automation SA
|
Page
3/43
|
Annex
1 to Purchase Agreement
|
15th
Septmber 2005
|
Ismeca
Europe Automation SA
|
Page
4/43
|
Annex
1 to Purchase Agreement
2. THE
PRODUCT
The
preliminary design of the product consists of the following 19 individual
components. The supply format for each component shall be defined in final
spec
documents in accordance with agreement schedule, however the starting
assumptions are:
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*
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*
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TBD
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TBD
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TBD
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TBD
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TBD
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TBD
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TBD
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TBD
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TBD
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*
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*
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*
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*
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_____
*[Subject
to a request for confidential treatment; Separately filed with the
Commission]
|
15th
Septmber 2005
|
Ismeca
Europe Automation SA
|
Page
5/43
|
Annex
1 to Purchase Agreement
| 3. |
DESCRIPTION
OF THE EQUIPMENT
|
The
line
will operate at an Output Rate
of > 1.80 Million Devices per month, gross.
| 3.1. |
MACHINE
BASE: [Subject
to a request for confidential treatment; Separately filed with
the
Commission] and
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
The
line
is based on using 2 different standard Ismeca base chassis’. Set forth below are
details of the Ismeca [Subject
to a request for confidential treatment; Separately filed with the Commission]
and
[Subject
to a request for confidential treatment; Separately filed with the Commission]
chassis,
both of which are structured using similar cam driven designs. Most of
the
Ismeca standard station designs are compatible to both chassis types,
incorporating both internal and external mounting for our stations /
modules.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
The
[Subject
to a request for confidential treatment; Separately filed with the Commission]
SC
is a
synchronized cam actuated linear system. The indexing segments are [Subject
to a request for confidential treatment; Separately filed with the
Commission]
apart
and designed specifically for multi up high speed automation. Each segment
can
support a mass of [Subject
to a request for confidential treatment; Separately filed with the
Commission]
in
weight. The [Subject
to a request for confidential treatment; Separately filed with the Commission]
SC speed capacity is greater than [Subject
to a request for confidential treatment; Separately filed with the
Commission]
cycles
per minute.
The
[Subject
to a request for confidential treatment; Separately filed with the Commission]
SC
indexer is a rugged execution designed and built to run flawlessly in production
environments. It provides excellent indexing smoothness and positioning
accuracy
[Subject
to a request for confidential treatment; Separately filed with the Commission]
in
real
fast index time. The welded steel frame is enclosed with stainless steel
doors,
and the safety enclosure is made of folded and welded stainless steel panels.
The wide roof opening allows air flow.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
The
[Subject
to a request for confidential treatment; Separately filed with the Commission]
SC
has
been designed for a high level of compatibility with the rotating
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[Subject
to a request for confidential treatment; Separately filed with the Commission]
SC
standard base using the same ‘bricks’ (modules and objects). The synchronized
cam driven stations are similar to those of the [Subject
to a request for confidential treatment; Separately filed with the Commission]
SC
and
Pallet Free Linear; thus keeping Ismeca standardization throughout.
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[Subject
to a request for confidential treatment; Separately filed with the
Commission]
The
[Subject
to a request for confidential treatment; Separately filed with the
Commission]’ [Subject
to a request for confidential treatment; Separately filed with the Commission]
chassis
is synchronised by cams. The [Subject
to a request for confidential treatment; Separately filed with the Commission]
indexer
is a rugged execution designed and built to run flawlessly in production
environments. It provides excellent indexing smoothness and positioning
accuracy. [Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the Commission]
Proven
standard modules used by Ismeca today will be implemented where possible,
however, where engineering trials of ‘special stations’ are needed, this will be
discussed between both parties.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
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| 3.2. |
FUNCTIONAL
DESCRIPTION
|
Description
of the machines / stations
The
parts
are assembled in nests on the various machine platforms. Some open stations
are
provided to allow for easy access to the machine stations and for future
retrofits yet to be decided or discussed.
As
a
general rule, each time a part is presented and loaded onto the machine,
its
presence is checked. The method is either to use a sensor to check for
the part
presence or to check the gripper position. Closed loop logic is used throughout
the machine.
▇▇▇▇▇▇
sizes for all bowl feeds will be sufficient to run for a minimum of [Subject
to a request for confidential treatment; Separately filed with the Commission]
production
- Size of hoppers for ergonomic reasons are to be discussed.
It
is
foreseen to include a [Subject
to a request for confidential treatment; Separately filed with the Commission]
part
tray
buffer between machines for all buffers mentioned herein.
Machine
1a and 1b
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Please
refer to the drawing 050604-100-B attached.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Machine
1a
[Subject
to a request for confidential treatment; Separately filed with the Commission],
here we work 2 up.
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 2 - Check Part Presence
Here
we
check the position and presence of the parts.
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Station
# 3 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the Commission]
Station
# 4 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
Using
a
[Subject
to a request for confidential treatment; Separately filed with the Commission]
we
check
the qualities of the laser ▇▇▇▇, if any BAD parts are found then they are
rejected later.
Station
# 5 - Free ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 8 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
What
we have just achieved
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 9 - Free ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Reject of Failed Parts / Check Station or Audit Station
(Option)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 12 - Free Station
Station
# 13 - Flip then Offload GOOD Assembled Products onto a Conveyor (Into
Machine
1b)
Here
we
pick the part, flip it by 180°’s then offload them onto a tooled conveyor, this
conveyor drives the assemblies forward directly into machine
1b.
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Station
# 14 - Free ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty [Subject
to a request for confidential treatment; Separately filed with the
Commission]
Machine
1b
[Subject
to a request for confidential treatment; Separately filed with the Commission]
-
here we work 4 up.
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission] (From Machine 1a)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 2 - Check Parts Presence
Here
we
check the position and presence of the parts
Station
# 3 - Free Station
Station
# 4 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 5 - Check Parts Presence
Here
we
check the position and presence of the parts
Station’s
6 to 9 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station’s
10 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 18 - Check Part Presence
Here
we
check the position and presence of the parts.
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1 to Purchase ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇’s
20 to 23 - [Subject to a request for confidential treatment; Separately
filed
with the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
What
we have just achieved
[Subject
to a request for confidential treatment; Separately filed with the
▇▇▇▇▇▇▇▇▇▇]
▇▇▇▇▇▇▇
# ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇’s
25 to 28 - [Subject to a request for confidential treatment; Separately
filed
with the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
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Station
# 29 - Reject of Failed Parts / Check Station or Audit Station
(Option)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 30 -Offload GOOD Assembled Products (Core Assemblies) onto a Conveyor
(Into
Machine 1c)
Here
we
offload onto a tooled conveyor the Core Assemblies. [Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station’s
31 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty [Subject
to a request for confidential treatment; Separately filed with the Commission]
Machine
2
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Please
refer to the drawing 050604-200-B attached.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the Commission],
here we work 2 up.
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](From Machine 1c)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 2 - Check Parts Presence
Here
we
check the position and presence of the parts.
Station
# 3 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 4 - Check Parts Presence
Here
we
check the position and presence of the parts.
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Station
# 5 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 6 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 7 - Free ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 10 - Check Parts Presence
Here
we
check the position and presence of the parts.
Station’s
11 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 18 - Check Parts Presence
Here
we
check the position and presence of the parts.
▇▇▇▇▇▇▇
# ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 21 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 22 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
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[Subject
to a request for confidential treatment; Separately filed with the
Commission]
What
we have just achieved
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 23 - Free Station
Station
# 24 - Reject of Failed Parts / Check Station or Audit Station
(Option)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 25 - Offload GOOD Assembled Products to Conveyor / [Subject to a request
for
confidential treatment; Separately filed with the Commission](Into Machine
5)
Here
only
GOOD assembled products are offloaded onto a tooled conveyor; [Subject
to a request for confidential treatment; Separately filed with the
Commission]
into
machine 5.
Station’s
26 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty [Subject
to a request for confidential treatment; Separately filed with the
Commission]
Machine
3
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Please
refer to the drawing 050604-300-B attached.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Assembly
of the above is whilst working 2 up.
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1 to Purchase Agreement
Machine
3a
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 2 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 3 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]We
foresee it only necessary to use [Subject
to a request for confidential treatment; Separately filed with the
Commission]
for this
operation.
Station
# 4 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
Using
[Subject
to a request for confidential treatment; Separately filed with the Commission]
we
check
the quality of the laser marks, if any BAD parts are found then they are
rejected later.
Station
# 5 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 6 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 7 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
Having
consulted with [Subject
to a request for confidential treatment; Separately filed with the
Commission]we
recommend to use a welder type of [Subject
to a request for confidential treatment; Separately filed with the Commission]
in
nest
1. Vacuum extraction is foreseen around this station if dust is generated
during
the welding process.
Station
# 8 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](Nest 2)
Having
consulted with [Subject
to a request for confidential treatment; Separately filed with the Commission]
we
recommend to use a welder type of [Subject
to a request for confidential treatment; Separately filed with the Commission]
in
nest
2. Vacuum extraction is foreseen around this station if dust is generated
during
the welding process.
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Station
# 9 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 10 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 11 - [Subject to a request for confidential treatment; Separately filed
with
the Commission] (Nest 1)
Having
consulted with [Subject
to a request for confidential treatment; Separately filed with the Commission]
we
recommend to use a welder type of [Subject
to a request for confidential treatment; Separately filed with the Commission]
in
nest
1. Vacuum extraction is foreseen around this station if dust is generated
during
the welding process.
Station
# 12 - [Subject to a request for confidential treatment; Separately filed
with
the Commission] (Nest 2)
Having
consulted with [Subject
to a request for confidential treatment; Separately filed with the Commission]
we
recommend to use a welder type of [Subject
to a request for confidential treatment; Separately filed with the Commission]
in
nest
2. Vacuum extraction is foreseen around this station if dust is generated
during
the welding process.
Station
# 13 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 14 - Check Part Presence
Here
we
check the position and presence of the parts.
Station’s
15 to 21 - Free Stations
Station
# 22 - De - [Subject to a request for confidential treatment; Separately
filed
with the Commission] (Nest 1)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
in nest
1.
Station
# 23 - De - [Subject to a request for confidential treatment; Separately
filed
with the Commission] (Nest 2)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]in
nest
2.
Station
# 24 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
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[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 25 - Free Station
Station
# 26 - [Subject to a request for confidential treatment; Separately filed
with
the Commission] (Nest 1)
[Subject
to a request for confidential treatment; Separately filed with the
Commission].
Station
# 27 - Free Station
Station
# 28 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](Nest 2)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 29 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 30 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 31 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 32 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](Nest 1)
Having
consulted with [Subject
to a request for confidential treatment; Separately filed with the
Commission]we
recommend to use a welder type of [Subject
to a request for confidential treatment; Separately filed with the Commission]
in
nest
1. Vacuum extraction is foreseen around this station if dust is generated
during
the welding process.
Station
# 33 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](Nest 2)
Having
consulted with [Subject
to a request for confidential treatment; Separately filed with the
Commission]we
recommend to use a welder type of
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1 to Purchase Agreement
[Subject
to a request for confidential treatment; Separately filed with the
Commission]in
nest
2. Vacuum extraction is foreseen around this station if dust is generated
during
the welding process.
What
we have just achieved
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 34 - Reject of Failed Parts / Check Station or Audit Station
(Option)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 35 -Offload GOOD Assembled Products ([Subject to a request for confidential
treatment; Separately filed with the Commission]) onto a Conveyor (Into
Machine
3b)
Here
we
offload onto a tooled conveyor the [Subject
to a request for confidential treatment; Separately filed with the
Commission].
This
conveyor drives the assemblies forward into the [Subject
to a request for confidential treatment; Separately filed with the
Commission].
Station’s
36 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty and indeed by using a vacuum manifold
we
clean the nests of any debris.
Machine
3b
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Having
discussed with [Subject
to a request for confidential treatment; Separately filed with the
Commission]we
will
require a process time of around [Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Machine
4
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Please
refer to the drawing 050604-400-B attached.
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[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](From Machine 3b)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 2 - Check Parts Presence
Here
we
check the position and presence of the parts.
Station
# 3 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 4 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 5 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 6 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 7 - Free Station
Station
# 8 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 9 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
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1 to Purchase Agreement
Station’s
10 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 18 - Free Station
Station
# 19 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 20 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
What
we have just achieved
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Note:
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station’s
21 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Reject of Failed Parts / Check Station or Audit Station
(Option)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 25 - Offload GOOD Filled Products to Conveyor / [Subject to a request
for
confidential treatment; Separately filed with the Commission](Into Machine
5a)
Here
only
GOOD filled products are offloaded onto a tooled conveyor; [Subject
to a request for confidential treatment; Separately filed with the
Commission]
or
directly into machine 5a.
Station’s
26 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty [Subject
to a request for confidential treatment; Separately filed with the
Commission]
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|
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1 to Purchase Agreement
Machine
4b
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Machines
5a and 5b
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Please
refer to the drawing 050604-500-B attached.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Machine
5a
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission] (From Machine 4)
The
[Subject
to a request for confidential treatment; Separately filed with the Commission]
are
fed
on a tooled conveyor belt from machine 4. Here we pick 4 [Subject
to a request for confidential treatment; Separately filed with the Commission]
and
place
them onto the [Subject
to a request for confidential treatment; Separately filed with the
Commission].
Station
# 2 - Check Parts Presence
Here
we
check the position and presence of the parts.
Station
# 3 -[Subject to a request for confidential treatment; Separately filed
with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station’s
4 to 6 - Free Stations
Station
# 7 - [Subject to a request for confidential treatment; Separately filed
with
the Commission](From Machine 2)
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Europe Automation SA
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|
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1 to Purchase Agreement
The
[Subject
to a request for confidential treatment; Separately filed with the
Commission]are
fed
on a tooled conveyor belt from machine 2. Here we pick 4 [Subject
to a request for confidential treatment; Separately filed with the Commission]
and
place
them on top the [Subject
to a request for confidential treatment; Separately filed with the
Commission].
Station
# 8 - Check Parts Presence
Here
we
check the position and presence of the parts.
Station
# 9 -[Subject to a request for confidential treatment; Separately filed
with the
Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station’s
10 to 16 - Free Stations
Station’s
17 to 20 - [Subject to a request for confidential treatment; Separately
filed
with the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
What
we have just achieved
[Subject
to a request for confidential treatment; Separately filed with the
▇▇▇▇▇▇▇▇▇▇]
▇▇▇▇▇▇▇
# ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇’s
22 to 25 - [Subject to a request for confidential treatment; Separately
filed
with the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station’s
26 to 28 - Free Stations
Station
# 29 - Reject FAILED Parts (Extra Care Taken)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 30 -Offload GOOD Assembled Products onto a Conveyor (Into Machine
5b)
Here
we
offload onto a tooled conveyor the core assembly and [Subject
to a request for confidential treatment; Separately filed with the
Commission].
This
|
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|
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Europe Automation SA
|
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|
Annex
1 to Purchase Agreement
conveyor
drives the assemblies forward into the [Subject
to a request for confidential treatment; Separately filed with the
Commission].
Station
# 31 - Free Station
Station
# 32 - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty and indeed by using a vacuum manifold
we
clean the nests of any debris.
Machine
5b
Station
# 1 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 2 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 3 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 4 - Vision Inspect Label
Using
a
vision system [Subject
to a request for confidential treatment; Separately filed with the Commission]
we
check
that the label is present and indeed check that its details are
correct.
Station
# 5 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 6 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 7 - Free ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇ - ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
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Europe Automation SA
|
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1 to Purchase Agreement
Station
# 10 - Check Part Presence
Here
we
check the position and presence of the parts.
Station’s
11 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - [Subject to a request for confidential treatment; Separately filed
with
the Commission](From Machine 5a)
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 18 - Check Parts Presence
Here
we
check the position and presence of the parts.
Station
# 19 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 20 - Check Part Presence
Here
we
check the position and presence of the parts.
Station
# 21 - [Subject to a request for confidential treatment; Separately filed
with
the Commission]
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 22 - Check Heights
Here
we
check the heights of the final assembled products.
Et
voila - The final assembled product
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
The
Final Tested Assembled Product
Station
# 23 - Free Station
Station
# 24 - Reject of Failed Parts / Check Station or Audit Station
(Option)
Failed
parts are rejected here; parts are picked then placed into separate reject
bins.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Station
# 25 -Offload GOOD Assembled Final Product onto a Conveyor (Into Packaging
Machine)
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Here
we
offload onto a tooled conveyor the final products. This conveyor drives
the
assemblies forward into the packaging machine.
Station’s
26 to ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
# ▇▇ - Check and Clean Empty Nests
Here
we
check to ensure the nests are empty [Subject
to a request for confidential treatment; Separately filed with the
Commission]
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Europe Automation SA
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1 to Purchase Agreement
Packaging
Machine
Ismeca
have worked with several packaging suppliers in the past for various different
packaging requirements, your request is to put the final assembled product
into
a [Subject
to a request for confidential treatment; Separately filed with the
Commission].
To do
this we need to use [Subject
to a request for confidential treatment; Separately filed with the Commission]
separate
suppliers with Ismeca to undertake full integration / interfacing / project
management for all.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Ismeca
will interface and control product flow with the aid of conveyors between
machines, something Ismeca has made several times before. The complete
packaging
module has been priced as an option.
Operators
Required to Run this Line
We
estimate that [Subject
to a request for confidential treatment; Separately filed with the Commission]
operators
will be required to run our fully automatic production line (excluding
part
supplies).
|
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Europe Automation SA
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|
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1 to Purchase Agreement
| 4. |
CONTROLS
|
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
Each
machine is considered as a standalone unit. The selected [Subject
to a request for confidential treatment; Separately filed with the Commission]
is
[Subject
to a request for confidential treatment; Separately filed with the
Commission].
Communication between the [Subject
to a request for confidential treatment; Separately filed with the Commission]
and
the
[Subject
to a request for confidential treatment; Separately filed with the Commission]
is
made
through a [Subject
to a request for confidential treatment; Separately filed with the
Commission].
[Subject
to a request for confidential treatment; Separately filed with the Commission]
The
program is based on a [Subject
to a request for confidential treatment; Separately filed with the
Commission].
The
software documentation structure is created [Subject
to a request for confidential treatment; Separately filed with the
Commission].
Each
machine has its’ own set of documentation including [Subject
to a request for confidential treatment; Separately filed with the
Commission].
Ismeca
has vast large experience with using [Subject
to a request for confidential treatment; Separately filed with the Commission]
on
large
projects such as this.
|
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Europe Automation SA
|
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|
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1 to Purchase Agreement
| 5. |
[SUBJECT
TO A REQUEST FOR CONFIDENTIAL TREATMENT; SEPARATELY FILED WITH
THE
COMMISSION] (HMI)
|
The
[Subject
to a request for confidential treatment; Separately filed with the Commission]
(HMI)
will be implemented using an [Subject
to a request for confidential treatment; Separately filed with the
Commission].
It
offers a user-friendly means of communicating with the machine through
menus.
[Subject
to a request for confidential treatment; Separately filed with the
Commission]
In
addition to the HMI, the machine will include external operator buttons
(start,
stop, breakdown, open doors) and a status light tree.
|
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Europe Automation SA
|
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|
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1 to Purchase Agreement
| 5.1. |
STATISTICS
|
The
following set of statistics is visible in our standard
configuration:
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]:
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
[Subject
to a request for confidential treatment; Separately filed with
the
Commission]
|
|
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Europe Automation SA
|
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Annex
1 to Purchase Agreement
In
addition to the HMI, the machine will include external operator buttons
and a
status light tree.
| 5.2. |
ELECTRICAL
|
The
machine has a stand alone electrical cabinet which includes power and control
voltage distribution, the programmable controller, safety circuitry, and
all
motor drivers. The cabinet is constructed using modular elements and
incorporates a blower for ventilation. High voltage lines are kept separate
from
24V control circuits and a minimum of 20% space is reserved for future
expansion. An aerial cable tray links the cabinet to the main machine.
|
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Europe Automation SA
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1 to Purchase Agreement
| 5.3. |
ISMECA
STANDARDS
|
In
order
to satisfy all applicable norms, (machine directives 98/37/CE, 89/336/CEE
and
73/23/CEE), our standard system configuration includes:
| l |
Emergency
Stop switches and door wiring per EN60204
|
| l |
Control
circuits wired with redundant relays
|
| l |
Shielded
connections for high voltage wiring
|
| l |
Shielded
motor cables
|
| l |
Global
EMC filtering used at the system
entry
|
| l |
Local
EMC filtering used at each motor
driver
|
| l |
24VDC
used on all control circuits
|
| 5.4. |
Line
multi machine
|
Each
Machine PLC is connected by Ethernet to a collection PC (data collector)
to be
able to reach your part tracking requirements (Chapter 3.0 of your Product
Design RFQ). Each part must be identified by a unique code which will be
read on
each machine. (2D Matrix or barcode)
The
final
specification must define the data storage requirements on the main PC.
The
collection PC so far is not part of the price and scope of this Agreement.
However, part tracking data, to be collected by each machine, is included
in the
price and scope of this Agreement.
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Europe Automation SA
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1 to Purchase Agreement
| 6. |
WORKING
ENVIRONMENT
|
The
equipment is designed to operate in the following environment:
| l |
Compressed
air, non - lubricated: 5 bars minimum, 4-5 m³/h
requirement.
|
| l |
Electrical
power: 415VAC +/- 5%, 3P+N, 50Hz, 10-20 Amps
estimated.
|
| l |
Ambient
temperature: 20˚ +/- 2˚ C.
|
| l |
Relative
humidity: 50% =/- 10%,
non-condensing.
|
| l |
Machine
size is approx: 31.70Mtrs x 25.60
Mtrs.
|
(Potentially
smaller after further discussions)
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Europe Automation SA
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1 to Purchase Agreement
| 7. |
SCOPE
OF WORK
AND DELIVERABLES
|
The
following items (except 2 below) are within the scope of this Agreement
and are
included in the price set forth herein:
| 1 |
It
is Ismeca’s standard policy to conduct bi-weekly project review meetings
with Customers. The location will be determined dependant upon
project
progress or possibly carried out via telephone or video conference.
|
| 2 |
Ismeca
undertakes installation and commissioning at the Customer's
premises
(Celestica) or those premises directed to. Seller currently
estimates a 20 day process for that
purpose.
|
| ▇ |
▇▇▇▇’s
of the Ismeca equipment are part of standard Ismeca project
management and
therefore are included.
|
| 4 |
A
pre-acceptance run (FAT) for your product is foreseen and is
made together
with our Ismeca Quality Assurance Group. It is foreseen to
do an 8 hour
production run.
|
| 5 |
The
equipment complies with EC standards of safety, electromagnetic
compatibility and low voltage. 24Volt DC control sensors are
used.
|
| 6 |
It
is foreseen that with a mechanical adjustment the inhibiting
or disabling
of stations will be possible.
|
| 7 |
The
Following is a current list of the deliverable items under
this
Agreement:
|
| 7.1 |
Training
of Customer’s personnel and its contractor’s personnel. This is performed
prior to and during the acceptance period at Seller’s premises. Additional
training can occur during and after installation (if needed)
also at the
contractor’s premises after final acceptance. A training plan will be
decided at the FMEA stage.
|
| 7.2 |
The
Equipment and an initial lay in of spare parts (spare parts
are TBD and
not yet priced).
|
| 7.3 |
Documentation,
including hard copies in adequate numbers and pc readable soft
copies,
which include the following:
|
7.3.1 Drawings
of wear parts are provided in .dwg or .dxf format files and/or
hardcopies
7.3.2 Electric
schematics are provided in CADELEC format files and/or hardcopies
7.3.3
User
manuals and maintenance manuals are delivered with the machine in quantities
to
be agreed.
7.3.4 An
Ismeca
standard statistics package is included in the machines cost.
7.3.5 The
following list of additional documents:
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Europe Automation SA
|
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|
Annex
1 to Purchase Agreement
|
1.
|
BOM
(▇▇▇▇ of material) listing every part of the line and referencing
drawing
number if a custom part and OEM number if its a purchased part.
|
|
2.
|
Mechanical
Assembly drawings.
|
|
3.
|
Detailed
Mechanical part drawings.
|
|
4.
|
Station
Electrical and Pneumatic Schematics.
|
|
5.
|
Base
Electrical and Pneumatic Schematics.
|
|
6.
|
Operating
Manuals.
|
|
7.
|
Maintenance
Manuals.
|
|
8.
|
OEM
manuals : For example where Ismeca may purchase equipment from
[Subject
to a request for confidential treatment; Separately filed with
the
Commission] or
[Subject
to a request for confidential treatment; Separately filed with
the
Commission] they
must ensure that documentation is complete and pass on with the
overall
system.
|
|
9.
|
Copy
of PLC codes, Motion Controller programs, Vision System Codes
and test
system codes.
|
|
10.
|
Specification
for services detailing what vacuum, air, power, ventilation/Extraction
requirements per module and supply layout with detail of module
layout and
positions for service Drops.
|
|
11.
|
FMEA
Output.
|
|
12.
|
Buyoff
Reports
|
| 8 |
It
is understood by the Parties that there are a number of changes
that will
occur prior to the final freezing of the Specification and Equipment
definition. Appropriate and fair cost and schedule adjustments
will be
made (increase or decrease, as the case may be) by mutual agreement
of the
Parties in writing where the changes are significant. Ismeca
will generate
all proposals to the best possible detail level with the information
given
to include engineering time, design time and material costs,
etc. After
customer approval Ismeca reserves the right to make ‘change amendments’
after the successful completion of the FMEA.
|
Components
required for equipment test
The
Customer will supply Ismeca, free of charge, at the dates requested and
in the
quantities defined by the constructor, with the components necessary for
equipment adjustment and buy-off.
The
components supplied will conform to the drawings in every respect and be
of good
quality.
|
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Europe Automation SA
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|
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1 to Purchase Agreement
| 8. |
PRICE
AND DELIVERY
|
The
price
of the equipment described in this Annex 1 (IN SWISS FRANCS):
| For Machine 1 | CHF * | ||
| For Machine 2 | CHF * | ||
| For Machine 3 | CHF * | ||
| For Machine 3 * | CHF * | ||
| For Machine 4 | CHF * | ||
| For Machine 4 * | CHF * | ||
| For Machine 5 | CHF * | ||
| Machine buffers / interface | CHF * | ||
| * machine | CHF * | ||
| * machine | CHF * | ||
| Packaging Line | CHF * | ||
| Line Supervision for machines | * | ||
| Line Supervision on PC | CHF | TBD | |
| Line total | CHF 14’069’300 | ||
| Approx. Cost for line #2 (TBC) | CHF 11’800’000 |
* [Subject
to a request for confidential treatment; Separately filed with the
Commission]
| 8.1. |
DELIVERY TIME
|
Delivery
of the complete line will depend upon the availability of final and firm
information on component designs and on the processes needed for assembly
and
test. Following our meeting in Switzerland and the estimates made at that
time
we have prepared an aggressive schedule which has line acceptance on December
15
2006, this based upon the firm order for this equipment being placed during
the
second week in September, 2005.
|
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Europe Automation SA
|
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|
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1 to Purchase Agreement
| 8.2. |
INTENTIONALLY
LEFT BLANK
|
| 8.3. |
WARRANTY
|
The
warranty is 12 months unlimited hours. The warranty period starts after
completion of the Site Acceptance Test. Based in the UK we have a Customer
Field
Service Department. It is also Ismeca’s policy that ALL European Customer Field
Engineers also speak English. Ismeca’s norm is to provide telephone assistance
within 24hrs. With a maximum of 48hr. on-site service - our goal is to
be
faster.
| 8.4. |
MAINTENANCE
CONTACT
|
Routine
Maintenance Contracts can be proposed on request. (As per option 7 above)
Included in such contracts Ismeca can offer regular routine maintenance
visits
to assist with machine maintenance and machine on-going training.
| 8.5. |
TRAINING OF
YOUR PERSONNEL
|
Training
of customer’s personnel is included in this Annex 1 and is carried out during
machine acceptance, both in Ismeca and on the premises of that disclosed
by the
customer. A training plan will be discussed during the FMEA and agreed
between
both parties.
| 8.6. |
INSTALLATION
AND COMMISSIONING
|
Ismeca
undertakes machine installation and commissioning on your premises in Ireland.
We plan to have sufficient persons for a period of time not to exceed 20
days.
As option above TBC.
| 8.7. |
CONFIDENTIALITY
|
Each
party undertakes to treat the information exchanged as
confidential.
|
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Europe Automation SA
|
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|
Annex
1 to Purchase Agreement
| 9. |
APPENDIX
PACK
|
| Full line machine layout drawing | 050604.100.B | 2D |
| Machine layout drawing for machine 1 | 050604.200.B | 2D |
| Machine layout drawing for machine 2 | 050604.300.B | 2D |
| Machine layout drawing for machine 3 | 050604.400.B | 2D |
| Machine layout drawing for machine 4 | 050604.500.B | 2D |
| Machine layout drawing for machine 5 | 050606.000.A | 2D |
| Machine layout drawing for packaging line | 050606.100.A | 2D |
| Machine layout for * | 050606.100.A | 2D |
| Machine layout drawing for * | 050515.000.A | 2D |
__________
* [Subject
to a request for confidential treatment; Separately filed with the
Commission]
For
and
on behalf of
Ismeca
Europe Automation SA
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇
Chief
Executive Officer
|
▇▇▇▇
▇▇▇▇▇▇▇
Director
Sales & Marketing
|
|
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Europe Automation SA
|
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|
Annex
1 to Purchase Agreement
| 10. |
CONTACTS
|
More
Energy
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
General
Manager
▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇
▇▇▇
▇▇▇▇
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
Phone:
▇▇▇▇-▇-▇▇▇▇▇▇▇
Mobile. +972
-54-441343
Fax.
▇▇▇▇
▇
▇▇▇▇▇▇▇
Email. ▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇
Celestica
Ireland
▇▇▇▇
▇▇▇▇▇▇▇
Device
Engineer
Celestica
Ireland
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Tel. ▇▇▇▇
(▇)▇▇ ▇▇▇▇▇▇
Fax.
▇▇▇▇
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General
Manager
Celestica
Ireland
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Ema
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15th
Septmber 2005
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Ismeca
Europe Automation SA
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Page
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Annex
1 to Purchase Agreement
Ismeca
Europe Automation SA
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Boillon
Director,
Engineering
Ismeca
Europe Automation
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CEO
Ismeca
Europe Automation
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General
Conditions of Sale and Delivery,
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1.
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Scope
of application
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The
following terms are in addition to the terms set forth in the
main body of
the Purchase Agreement. In the event of a contradiction the terms
in the
main body of the Purchase Agreement shall control.
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2.
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Conclusion
of contract - written form
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Any
declaration or act made or performed by the Parties and having
a legal
effect shall be made in writing.
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3.
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Intentionally
Left Blank
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4.
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Computer
programs necessary for the use of the Product
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Where
the
use of the Product by the Customer involves the use of computer programs
(source
or other programs), hereinafter called the Programs,
provided by
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15th
Septmber 2005
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Ismeca
Europe Automation SA
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Annex
1 to Purchase Agreement
Ismeca
with the Product or after its delivery, the Customer and any contractor
or
vendor to the Customer shall be granted a perpetual simple
user licence, hereinafter called the Licence,
limited and bound to that Product alone;
the use
of the Programs for other purposes or by third parties shall be forbidden
save
with the prior written agreement of Ismeca.
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Should
the Customer resell the Product to a third party, the Licence
shall
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automatically
be transferred to that party on the same conditions, and so forth thereafter.
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5.
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Intentionally
Left Blank
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| 6. |
Intentionally
Left Blank
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7.
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Making
available to Ismeca the Components necessary for testing the
Product
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The
Customer shall, on the dates and in the quantities defined in
the
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Confirmation,
make available to Ismeca the Components necessary to perform the Acceptance
Tests on the Product; the Components provided should in all respects comply
with
the drawings and be of regular quality.
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The
Customer shall be liable for the consequences of any delays,
insufficient
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quantities
or non-standard or irregular quality Components.
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Intentionally
Left Blank
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9.
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Intentionally
Left Blank
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| 10. |
Intentionally
Left Blank
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11.
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Intentionally
Left Blank
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| 12. |
Intentionally
Left Blank
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13.
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Transfer
of Title and Risks and
Benefits
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The
transfer of title, risks and benefits to the Equipment to the Customer
shall
occur as soon as Ismeca places the Product in the possession of the carrier
in
the premises of Ismeca after successful completion of the Acceptance Tests
as
evidenced by a Certificate of Milestone Completion signed by Customer and
Seller.
Upon
receipt of the Product, the Customer alone shall be responsible for unpacking
it and ensuring that it be appropriately stored at its place of destination.
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14.
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Transport,
insurance and packing
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15th
Septmber 2005
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Ismeca
Europe Automation SA
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Annex
1 to Purchase Agreement
Transport
and insurance shall be at the risk and cost of the Customer. Other than
for
standard machines, the Customer shall also pay the packaging costs.
Unless
otherwise indicated by the Customer, but at the Customer's cost, Ismeca
shall,
in consultation with Customer, select the carrier, the mode of transport
and the
packing and it shall, likewise at the Customer's cost, have the Product
covered
by an insurer of its choice against the usual transport risks.
The
packing materials are not returnable.
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15.
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Technical
support of the Customer by Ismeca
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Except
for the training and technical assistance included in the scope of this
Annex,
the cost of technical Customer support and the training of its staff, as
provided by Ismeca on the request of the Customer, will be invoiced to
the
Customer, be it in relation to the installation, start-up, use, maintenance,
etc. of the Products, or provided subsequently.
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Intentionally
Left Blank
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17.
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Guarantee
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Ismeca
guarantees that the Equipment complies with its Specification and this
Annex 1
as both are modified from time to time by written agreement of the Customer
and
Seller and embodies no design, constructional, assembly or material defect
and
can be used under normal conditions, provided the indications in the Ismeca
instruction file are followed and the prescribed maintenance is carried
out. In
this respect the design life of the Equipment is twenty (20) years.
The
length of the guarantee shall be 12 months from the acceptance of the
Product,
but no more than 15 months from when Ismeca makes the Product
available
to the carrier, whichever the sooner. The length of the guarantee on
Products
either repaired or replaced by Ismeca under its guarantee shall be
12
months from the time of the repair or delivery. Parts suffering wear
and tear
shall form an exception and are not guaranteed unless otherwise mentioned
in
this Agreement.
At
Ismeca's discretion, the Product or the defective component may be
repaired or
replaced free of charge under the guarantee. The defects must be such
as to be
identifiable to and reasonably accepted by Ismeca.
Unless
the Customer lacks the technical capacity itself to perform the necessary
work
and if no suitable local technical support is available, Ismeca will
have the
choice of having the necessary repair work performed by its own staff
in
situ
or
asking
the Customer to have the work done at Ismeca's expense, or asking a
technical
team to do it for the account and at the expense of Ismeca.
All
other
claims are excluded, especially with regard to damages in respect of
direct
or
indirect damages, loss of production, lost earnings, etc., as is the possibility
for the Customer to reduce or rescind the Order in question or any other
order
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Europe Automation SA
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Annex
1 to Purchase Agreement
already
confirmed. This exclusion does not apply to cases of grave misfeasance
or wilful
misconduct on the part of Ismeca.
The
guarantee does not cover damage resulting from normal wear, improper
treatment,
lack of maintenance, excessive use or failure to observe the instructions
for use.
Any
direct intervention, repair, modification or transformation performed on
the
Product or the Programs by the Customer or by a third party after the Product
or
the Programs leave Ismeca, without prior written permission from Ismeca,
will
invalidate
the Ismeca guarantee on the corresponding part of the Product or the Programs
and will render any outstanding balance of payment immediately callable.
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Intentionally
Left Blank
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19.
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Intentionally
Left Blank
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20.
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Invalidation
of a clause
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If
one or
more of the terms of the present General Conditions should be or
become
partially or completely invalid, the remainder of the present General Conditions
shall remain entirely valid. The Parties shall consult on the invalidated
term
or terms to find a replacement solution whose legal and economic scope
would be
as close as possible to that of the term or terms invalidated.
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21.
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Authentic
version
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Only
the English version of the present General Conditions shall be
authentic.
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| 22. |
Intentionally
Left Blank
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15th
Septmber 2005
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Ismeca
Europe Automation SA
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Page
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Annex
1 to Purchase Agreement