By Clara West,2014-09-28 17:55
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    This OEM Agreement (“Agreement”) made as of this day of 1,April, 2001,by and between MINOLTA Co., Ltd., a corporation organized under the law of Japan, having its principal place of business at Osaka Kokusai Building, 3-13, 2-chome, Azuchi-Machi, Chuo-ku, Osaka, 541-8556, Japan (hereinafter “MINOLTA”)), and Nanjing Fujitsu Computer Products Co., Ltd., a corporation organized under the laws of China, having its principal place of business at No. 100, Dongjingting, Nanjing, Jiangsu Province, China (hereinafter “Nanjing Fujitsu”)

1. Definitions

    As used in this Agreement, the following terms shall have the following meanings: 1.1 Party or Parties “Party” or “Parties” shall mean Minolta and/or Nanjing Fujitsu.

    1.2 Product “Product” shall mean the laser printer (MINOLTA PagePro 1100L) conforming to

    the Specifications as Exhibit A

    1.3 Accessories/Consumables “Accessories” and “Consumables” shall mean those accessories,

    options, imaging cartridges and similar or related items designed, developed and

    manufactured for use with or in the Product are more specifically identified in Exhibit B 1.4 Parts “Parts” shall mean the spare parts for the maintenance or service of the Goods (as

    hereinafter defined) which are listed in the Parts List provided by MINOLTA from time to


    1.5 Goods “Goods” shall mean Products, Parts, Accessories and Consumables collectively.

    1.6 FCA “FCA” shall have the meaning ascribed to such term in the 1990 edition of the Guide

    to Incoterms published by ICC Publishing, Inc., which definition is incorporated herein by

    reference as if more fully set forth at length.

    1.7 Order “Order” shall mean a written purchase order for Goods delivered to MINOLTA by

    Nanjing Fujitsu.

2. Obligation of Sale and Purchase

    A. MINOLTA shall sell to Nanjing Fujitsu and Nanjing Fujitsu shall purchase from MINOLTA

    all Goods, ordered under Section 4, during the term of this Agreement, upon the terms and

    conditions hereinafter set forth.

    B. MINOLTA hereby grants a non-exclusive world-wide right to sell the Product.

3. Prices

    A. Product delivered hereunder shall be quoted in USD, and the Product (MINOLTA PagePro

    1100L ) price is FOB H.K. 180USD.

    B. Consumables delivered hereunder shall be quoted in USD, and the prices are as follows: Toner: FOB H.K. 36.5 USD

    Drum: FOB H.K. 25 USD

4. Orders

    Orders by Buyer for each Goods shall be made as follows:

    th4.1 Order Procedure On or before the 20 day of each month, Nanjing Fujitsu shall deliver to

    MINOLTA a purchase schedule (“Schedule”) for the next succeeding four (4) calendar months.

    The first month of each Schedule shall represent firm purchase orders not subject to


    withdrawal or change as provided herein. The remaining portion of the schedule

    (Second-Fourth months) shall represent forecasts of Buyer’s anticipated purchases of Products,

    which shall be subject to the limited changes.

    4.2 Delivery Lead time The standard delivery lead time of Goods will be three (3) months after

    receipt of order.

    4.3 Acknowledgement/Confirmation Procedure MINOLTA shall acknowledge each such

    Schedule within ten (10) business days after receipt thereof. MINOLTA shall be conclusively

    presumed to have acknowledged and accepted all Schedules which it fail to acknowledge

    within ten (10) business days after receipt thereof. Nanjing Fujitsu shall send purchase order

    rdwithin ten (10) business days after the receipt of acknowledgement of 3 month in the


5. Payment

    Payment by T/T: Payment to be effected by the Buyer not later than 60 days after receipt of the shipping documents specified in Section 9.

6. Delivery

    6.1 Delivery Date

    A. For each shipment MINOLTA shall, 60 days before the date of shipment, advise Nanjing

    Fujitsu by fax/telex of the contract number, name of Goods, quantity, value, number of

    package, gross weight and measurements and date of readiness at the port of shipment in

    order for Nanjing Fujitsu to book shipping space.

    B. Immediately the Goods are completely loaded, MINOLTA shall fax/telex to notify Nanjing

    Fujitsu of the contract number, name of Goods, quantity, gross weight, invoice value, name of

    the carrying vessel and the date of sailing.

    C. In case of delayed delivery, except for force majeure cases, MINOLTA shall pay to Nanjing

    Fujitsu for every week of delay a penalty amounting to 0.5% of the total value of the Goods

    whose delivery has been delayed. Any fractional part of a week is to be considered a full week.

    The total amount of penalty shall not, however, exceed 5% of the total value of the Goods

    involved in late delivery and is to be deducted from the amount due to MINOLTA by the

    paying bank at the time of negotiation, or by Nanjing Fujitsu directly at the time of payment.

    In case the period of delay exceeds 10 weeks after the stipulated delivery date Nanjing Fujitsu

    have the right to terminate the contract but MINOLTA shall not thereby be exempt from the

    payment penalty.

    6.2 Risk of Loss

    A. MINOLTA shall be liable for any dead freight or demurrage consequence upon their failure to

    have the Goods ready for loading after the carrying vessel has arrived at the port of loading in


    B. MINOLTA shall bear all expenses and risks involved in the handling of the Goods before they

    pass over the vessel’s rail and are released from the tackle, whereas all expenses involved in

    the handling of the Goods after they have passed over the vessel’s rail and have been released

    from the vessel’s tackle shall be for the Nanjing Fujitsu’s account.

    6.3 Packaging

    A. To be packed in new strong wooden cases suitable for long distance ocean transportation and

    well protected against dampness, moisture, shock, rust and rough handling. MINOLTA shall


    be liable for any damage to the Goods on account of improper packing and for any rust

    damage attributable to inadequate or improper protective measures taken by MINOLTA, and

    in such case or cases any and all loses and/or expenses incurred in consequence thereof shall

    be borne by MINOLTA.

    B. On the surface of each package, the package number, measurements, gross weight, net weight,

    the lifting positions, such cautions as “DO NOT STACK UP SIDE DOWN”, “HANDLE

    WITH CARE”, “KEEP AWAY FROM MOISTURE” and the following shipping mark shall

    be stencilled legibly in fadeless paint: Nanjing FUJITSU, CHINA


    7.1 Inspection MINOLTA shall inspect Goods prior to the delivery to Nanjing Fujitsu in

    accordance with MINOLTA’s standard procedure.

    7.2 Acceptance

    A. Within 90 days after arrival of the Goods at destination, should the quality, specification, or

    quantity be found not in conformity with the stipulations of the Agreement except those

    claims for which the insurance company or the owners of the vessel are liable, Nanjing Fujitsu

    shall, on the strength of the Inspection Certificate issued by the Commodity Inspection Bureau,

    have the right to claim for replacement with new Goods or for compensation, and all the

    expenses (such as inspection charges, freight for returning the Goods and for sending the

    replacement, insurance premium, storage and loading and unloading charges, etc.) shall be

    borne by MINOLTA.

    B. Within the guarantee period stipulated in Section 9 hereof should the quality and/or

    specifications of the Goods be found not in conformity with the Agreement stipulations, or

    should the Goods prove defective for any reasons, including latent defect or the use of

    unsuitable materials, Nanjing Fujitsu shall arrange for an inspection to be carried out by the

    Bureau and have the right to claim MINOLTA on the strength of the inspection certificate

    issued by the Bureau.

    C. Any and all claims shall be regarded as accepted if MINOLTA fails to reply within 30 days

    after receipt of Nanjing Fujitsu’s claim.


    A. MINOLTA shall warrants (i) that each Product at the time of delivery meets and will perform

    in accordance with the MINOLTA’s specifications as described in Exhibit A. (ii) that, subject

    to the Exhibit A, each Product shall be free from defects in design, material or manufacture

    for a period of one (1) year from the date of delivery of such Product, and (iii) that at the time

    of delivery, title to all Products purchased by Nanjing Fujitsu under this Agreement shall be

    free and clear of all liens, encumbrance, security interest or other legitimate claims which may

    impair the title.

    B. The warranty under this Section 8 shall not apply to any defects to Product caused by

    improper handling, abnormal use, misuse, negligence, accidents or other similar reasons not

    attributable to Seller.

9. Documentation

    MINOLTA shall present the following documents to the Nanjing Fujitsu.

    1. Full set of Negotiable Clean on Board Ocean Bills.


2. Invoice in quintuplicate, indicating contract number and shipping mark.

    3. Packing List in duplicate with indication of both gross and net weights, measurements and

    quantity of each item packed.

    4. Certificate of Quality and Quantity/Weight and Testing Report, each in duplicate, issued by

    the manufactures.

    5. One copy of fax/telex to advise the Buyers of shipment immediately after the Goods are

    loaded on ship.

10. Technical Support

    At Nanjing Fujitsu’s request or in case of significant technical problems mutually agreed upon, MIONLTA shall provide technical support to Nanjing Fujitsu at MINOLTA’s premises. Charges and other terms and conditions of such technical support shall be agreed upon between the Parties from time to time.

11. Consumables

    For a period of years from the last day of delivery of the Products to Nanjing Fujitsu, MINOLTA will sell Consumables to Nanjing Fujitsu for the necessary maintenance and support of Products. At the beginning of such -year period, Nanjing Fujitsu shall submit MINOLTA a

    written forecast of prospected quantities of Consumables to be ordered during the aforementioned period and Nanjing Fujitsu shall maintain a reasonable inventory of Parts and Consumables to avoid any emergency support by MINOLTA.

12. Term and Termination

    12.1 Term This Agreement shall become effective as of the date first above written, and shall

    continue for a period of 3 years (the “Initial Term”) and thereafter for successive twelve (12)

    months extension periods, unless one Party gives written notice of its intent to terminate of

    this Agreement, 120 days prior to the expiration of the Initial Term or an such twelve-month

    extension period.

    12.2 Termination Either Party may terminate this Agreement at any time during the term hereof

    upon written notice of termination to the other Party in any of the following events:

    A. If either materially breaches any provision of this Agreement and fails to cure such

    breach within thirty (30) days after receipt of written notice of breach from the

    non-breaching Party. (It is acknowledged and understood by the Parties that non-delivery

    of any Goods by MINOLTA for the reason that any third party claims the infringement of

    such third party’s patent or other intellectual property rights shall not be construed as the

    material breach of contract in this Section; or

    B. If a petition in bankruptcy or a proceeding under bankruptcy law shall be filed

    voluntarily by or involuntarily against, either Party and not dismissed within thirty (30)

    days after filing, or if a receiver, conservation, or trustee shall be appointed for either

    Party’s property, or if either Party shall make a general assignment of its property or,

    being insolvent, take the benefit of any insolvency act, or if either Party shall be

    liquidated or dissolved.


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