Dated the 1st day of October 1988.
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RUSH PROFIT LTD.
and
BEL FUSE LTD.
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AGENCY AGREEMENT
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WOO, KWAN, LEE & LO,
SOLICITORS & CO.,
35TH FLOOR, SUN HUNG KAI CENTRE,
30 HARBOUR ROAD, WANCHAI,
HONG KONG.
Doc #0765C
Ref: EY/S6000770/88/j1
AN AGENCY AGREEMENT is made the 1st day of October One thousand nine hundred
and eighty-eight
BETWEEN:-
1. RUSH PROFIT LTD. a company incorporated with limited liability in Hong Kong
whose registered office is situate at Room 1906, 19/F, Kai Tak Commercial
Building, 317-321 Dex Voeux Road Central, Hong Kong (hereinafter called "Rush
Profit") of the one part and
2. BEL FUSE LTD. a company incorporated with limited liability in Hong Kong
whose registered office is situate at Room 1814-15, Star House, 3 Salisbury
Road, Kowloon, Hong Kong (hereinafter called "Bel Fuse") of the other part.
WHEREAS:-
(A). Bel Fuse is desirous of appointing an agent to secure contractors to
process certain electronic components of Bel Fuse ("the Components")
(B). Rush Profit has agreed to be appointed as the agent subject to the terms
and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows:-
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1. Bel Fuse appoints Rush Profit as its non-exclusive agent as from the
effective date of this Agreement and until determined as hereinafter provided in
the agent's own name and as a principal (a) to enter into contracts with
companies or factories ("the Processing Factory") in China for the processing of
the Components, (b) to manage and oversee the processing operation with the
Processing Factory and (c) to ship the processed Components to any place
designated by Bel Fuse.
2. Rush Profit hereby undertakes and agrees with Bel Fuse that Rush Profit will
at all times during the continuance in force of this Agreement observe and
perform the terms and conditions set out in this Agreement and in particular,
Rush Profit:-
(a) will use its best endeavour to find the suitable Processing Factory,
to manage and oversee processing operation of the Processing Factory
and to ship the processed Components;
(b) will ensure that any contract or any variations or amendments thereof
which Rush Profit enters with the Processing Factory shall contain the
terms as set out in Clause 3 herein;
(c) will in all matters act loyally and faithfully to Bel Fuse and obey
its orders and instructions and in the absence of any such orders or
instructions in relation to any particular matter will act in such
manner as
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Rush Profit reasonably consider to be most beneficial to Bel Fuse;
(d) will ship to the Processing Factory, at the expense of Bel Fuse, all
the processing machinery and equipment and all the raw materials,
accessories and assembling materials as Bel Fuse may require to enable
the Processing Factory to process the Components and to ship at the
expense of Bel Fuse the processed Components from the Processing
Factory to such place as shall be designated by Bel Fuse Provided
Always that all shipment and transportation charges incurred between
Chung Shan Pier and the Processing Factory shall be at the expense of
Rush Profit and/or the Processing Factory;
(e) will take all reasonable steps to maintain and protect from loss the
processing machinery and equipment and the raw materials, accessories
and assembling materials as aforesaid;
(f) will comply with or obtain all necessary consents licences or
permissions under any relevent laws regulations or rules for the time
being in force for the (i) import of the processing machinery and
equipment and all the raw materials, accessories and assembling
materials to the country of Processing Factory and (ii) export of the
processed Components from the country of the Processing Factory;
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(g) will not make representations or give any warranties other than those
contained in Clause 3 herein to the Processing Factory;
(h) in the event of any dispute arising between Rush Profit and the
Processing Factory, will inform Bel Fuse of the dispute and will not
take any proceedings in respect of or compromise the dispute or grant
a release without the written consent of Bel Fuse;
(i) will consult with and obtain the prior approval of Bel Fuse in respect
of any terms and conditions of the contract which Rush Profit proposes
to enter into with the Processing Factory.
(j) will keep full and proper books of account and records showing clearly
all inquiries transactions and proceedings relating to the agency and
in particular all transactions undertaken by or through Rush Profit in
relation to the Components;
(k) will allow the authorised officers of the Bel Fuse at all reasonable
times to have access to Rush Profit's premises for the purpose of
inspecting the said books and records;
(l) will from time to time upon the written request of the Bel Fuse supply
to the Bel Fuse reports returns and other information relating to the
agency;
(m) will not assign transfer charge or in any manner make over or purport
to assign transfer charge or take over
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this agreement or the rights of Rush Profit thereunder or any part
thereof without obtaining the previous consent in writing of Bel Fuse;
(n) will not incur any liability on behalf of the Bel Fuse or in any way
pledge or purport to pledge Bel Fuse's credit; and
(o) will defray all expenses of and incidental to the agency.
3. In the contract or agreement with the Processing Factory, Rush Profit shall
ensure that the Processing Factory shall be responsible for or agree to the
following:-
(a) The Processing Factory shall provide at its own expense factory
premises to process the Components which premises shall not be less
than 300 m2 in actual usable area;
(b) The Processing Factory shall employ a labour force of not less than
120 persons to process the Components;
(c) All processing machinery and equipment and all raw materials,
accessories and assembling materials provided to the Processing
Factory either directly by Bel Fuse or through Rush Profit shall
remain at all times and irrespective of the occurence of any event the
property of Bel Fuse;
(d) The Processing Factory will take out all such insurance policies as
may be required by Bel Fuse at
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such insurance company as may be directed by Bel Fuse provided that
Bel Fuse shall pay the required insurance premia;
(e) The Processing Factory shall obtain all necessary consents licences or
permissions under any relevent law regulations or rules for the time
being in force for the export of the processed Component from the
country of the Processing Factory;
(f) Bel Fuse shall be entitled to send at its own expenses all such
necessary personnel and technicians as it shall deem fit to the
Processing Factory premises for the purpose of assisting in
management, personnel training, and quality control and to advice in
techniques. The Processing Factory shall ensure that all reasonable
directions given by such personnel and technicians be obeyed and all
the factory's books, records, documents and information in respect of
the processing of the Components are made available to Bel Fuse;
(g) All Components processed are subject to the strict quality control of
Bel Fuse and must be examined by a representative of Bel Fuse
specifically authorized to inspect the quality of the processed
Components ("the quality controller"). Only those processed Components
inspected and deem fit by the quality controller shall be delivered to
Bel Fuse and all those processed
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Components which are rejected by the quality controller shall be
accepted as rejected by Rush Profit or Bel Fuse;
h) The Processing Factory shall charge a unit rate for each piece of
Component processed by it and not rejected by the quality controller
such unit rate to be subject to the prior approval of Bel Fuse. No
other charges or monies of any kind shall be demanded by the
Processing Factory other than the agreed unit rate;
4. Bel Fuse hereby agrees with Rush Profit that it will during the continuance
of this agreement:
(a) at its own expense supply to Rush Profit or to the Processing Factory
such processing machinery and equipment and such raw materials,
accessories and assembling materials as Bel Fuse shall deem to be
required to process the Components;
(b) pay all transportation charges incurred for the transport of the
processing machinery and equipment to or from the Processing Factory,
the raw materials, accessories and assembling materials to the
Processing Factory and the processed Components from the Processing
Factory to the place designated by Bel Fuse save and except
transportation charges between Chung Shan Pier and the Processing
Factory;
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(c) whenever Bel Fuse considers it necessary and at its own expense to
provide the personnel and technicians to visit the Processing Factory
for the purpose of assisting in management, personnel training,
quality control and advising on techniques.
5. Bel Fuse reserves to itself the right notwithstanding anything to the
contrary herein contained:-
(a) to specify the quantity of Components to be processed;
(b) to specify the procedure or manner in which the Components are to be
processed;
(c) to specify the quality of the processed Components and to reject all
such processed Components which fail to meet the quality imposed by
Bel Fuse;
(d) to nominate the Processing Factory;
(e) to reject or demand the termination of the contract with an existing
Processing Factory.
6. In consideration of the services of Rush Profit provided in this Agreement
and so long as Rush Profit has procured a Processing Factory which is processing
the Components, Bel Fuse shall pay to Rush Profit:-
(a) a sum of Hong Kong Dollars SIXTEEN THOUSAND (HK$16,000.00) per month
in arrears commencing from
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the 1st day of October 1988 and thereafter on the last day of each
and every calendar month.
(b) a commission which is equal to one per cent (1%) of the unit rate
charged by the Processing Factory for the processing of each Component
and actually paid to and received by the Processing Factory, such
commission to be calculated on a quarterly basis in arrears commencing
from the 1st day of January 1989 each quarterly commission payment to
be paid no earlier than 30 days from the end of each quarter.
For the purpose of calculating the 1% commission aforesaid, the sum stated in
the books of Bel Fuse as having paid to the Processing Factory for the
processing of Components shall be deem to be correct and shall not be challenged
in any way by Rush Profit.
7. Bel Fuse shall have the right at any time by giving notice in writing to Rush
Profit to terminate this Agreement forthwith in any of the following events:-
(a) If Rush Profit commits a breach of any of the terms or conditions of
this Agreement;
(b) If Rush Profit enters into liquidation or becomes insolvent whether
compulsorily or voluntarily or has a petition for winding-up against
it filed in court or
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compound with its creditors or take or suffer any similar action in
consequence of debt;
(c) If from any cause Rush Profit is prevented from performing its duties
hereunder for a period of one month;
(d) If Rush Profit is guilty of any conduct which in the opinion of Bel
Fuse is prejudicial to the Bel Fuse interests; or
(e) If Rush Profit purports to assign the burden or benefits or charge
the benefits of this Agreement without the written consent of Bel
Fuse.
8. Rush Profit hereby undertakes that Rush Profit will not at any time after the
making of this Agreement divulge any information in relation to the Bel Fuse's
affairs or business or method of carrying on business.
9. (a) Upon the termination of this Agreement for any cause or at any
time previous to such termination at the request of the Bel Fuse, Rush
Profit shall forthwith return to or procure the Processing Factory to
return to Bel Fuse or otherwise dispose of as Bel Fuse may instruct
all samples patterns instruction books technical pamphlets catalogues
specifications and other materials documents and papers whatsoever
sent to Rush Profit and relating to the business of the company (other
than correspondence between the company
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and the agents) which Rush Profit or the Processing Factory may have
in its possession or under its control and also deliver up to Bel
Fuse upon the termination of this Agreement all separate books of
account and records relating to the agency kept in accordance
with Clause 3 of this Agreement.
(b) Upon such termination Rush Profit shall forthwith deliver up or
procure the delivery up to Bel Fuse or otherwise dispose of as Bel
Fuse directs all the processing machinery and equipment supplied by
Bel Fuse, the raw materials, accessories and assembling materials
supplied by Bel Fuse and all processed Components;
(c) The cost of carriage insurance duty and charges incurred in any such
return delivery up or other disposal shall be borne by Bel Fuse.
10. (a) Bel Fuse shall not be responsible for the acts or defaults of Rush
Profit or of Rush Profit's employees or representatives.
(b) Any act or omission which if it were an act or omission of Rush Profit
would be a breach of this Agreement on its part shall be deemed to be
such an act or omission for which Rush Profit are responsible if done
or omitted:-
(i) by any director, officer, employee, servant, independent
contractor or agent of Rush Profit;
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(ii) by any body corporate or unincorporate (whether constituted at
the date of this Agreement or not) which is controlled wholly or
mainly or directly or indirectly in any manner by Rush Profit or
by any person or persons who controls or control or by any such
body which itself controls wholly or mainly or directly or
indirectly in any manner Rush Profit or which is controlled
wholly or mainly or directly or indirectly by a person or persons
and/or body or bodies corporate and/or unincorporate who or which
controls or control wholly or mainly or directly or indirectly
Rush Profit; or
(iii) by any firm or unincorporated body of which the Rush Profit
shall for the time being be a partner or member.
11. Subject to an earlier determination as provided in this Agreement, this
Agreement shall be effective for 15 years commencing from the 1st day of October
1988 to 30th September 2003 with an option to Bel Fuse to renew for another 15
years.
12. This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong and the parties hereto hereby submit to the non-exclusive
jurisdiction of the Court of Hong Kong.
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13. If any one or none of the provisions in this Agreement shall be declared
invalid, illegal or unenforceable under any applicable law, such illegality
invalidity or unenforceability shall not vitiate any other provisions of this
Agreement.
14. The waiver of Bel Fuse of any breach of any term of this Agreement shall not
prevent the subsequent enforcement of that term and shall not be deemed a waiver
of any subsequent breach.
15. This Agreement is signed in duplicate.
SIGNED by FONG SIO LONG (holder )
of Macau Identity Card No. 334621) )
for and on behalf of Rush Profit )
Ltd. in the presence of :- )
SIGNED by )
)
)
)
for and on behalf of Bel Fuse Ltd. )
in the presence of :- )
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