EXHIBIT 4.12
Page 1 of 5
26th June 2003
AGREEMENT AMENDMENT
BETWEEN
SONY ERICSSON MOBILE COMMUNICATIONS AB
(HEREINAFTER REFERRED TO AS "SONY ERICSSON")
AND
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd.
(HEREINAFTER REFERRED TO AS THE "SUPPLIER")
REGARDING PROJECT "FILIP 2"
Page 2 of 5
26th June 2003
TABLE OF CONTENTS
1. TERMINOLOGY, INTEGRATED PART.................................. 1
2. SCOPE OF THE AGREMENT AMENDMENT .............................. 1
3. PROJECT PLAN ................................................. 2
4. PRICES AND PRICE MODEL ....................................... 2
5. FORECAST FLEXIBILITY & LIABILITY ............................. 2
6. TERM OF AGREEMENT AND TERMINATION ............................ 2
ENCLOSURES;
Enclosure 3.1 Project Plan, 2/1202-FCP 101 2260 Rev C
Enclosure 4.1 Prices and Commercial Terms
Page 1 of 5
26th June 2003
AGREEMENT AMENDMENT
made as of 10th May 2003, by and between
Sony Ericsson Mobile Communications AB, Org no 556615-6658, a limited liability
company duly incorporated and existing under the laws of Sweden, with its legal
address at Nya Vattentornet, S-221 88 Lund, Sweden, hereinafter referred to as
"Sony Ericsson",
and
NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd, with organisation number 129666, a
corporation duly incorporated and existing under the laws of Hong Kong and
having its registered office at 15th Floor, China Merchants Tower, Shun Tak
Centre, 168-200 Connaught Road Central, Hong Kong (hereinafter referred to as
the "Supplier") (hereinafter referred to as the "Supplier").
WHEREAS:
1 Sony Ericsson and Supplier have entered into a Specific Service
Agreement dated 20th March 2002, "SSA August CI" regarding the August
CI Camera and a Specific Service Agreement, SSA Filip, dated 10th
January 2003 regarding the Filip Camera.
2. Sony Ericsson has issued a Letter of Confirmation dated 8th April 2003
regarding the excessive components and WIP of the August CI Camera due
the change in market conditions.
3. Due to changes in the market conditions and reallocation of components
and resources the Parties agree to change and amend the SSA Filip as
stated herein in order to make use of excessive material from the
August Camera
4. The Supplier has explained that it is willing and fully able to perform
the Product Supply on behalf of Sony Ericsson for delivery of high
quality Products, under the terms and conditions set out in this
Agreement Amendment and the GSPA
NOW THEREFORE, in consideration of the mutual obligations herein contained, the
Parties agree as follows:
1. TERMINOLOGY, INTEGRATED PART
This Agreement Amendment shall be an integrated part of the SSA Filip
and, accordingly, all terms and conditions in the SSA Filip shall also
apply to this Agreement Amendment. Capitalised terms contained herein
shall have the meanings assigned to them below or as ascribed to them
in the SSA unless otherwise defined in the context or document where it
is used.
"AGREEMENT AMENDMENT", means this agreement amendment.
2. SCOPE OF THE AGREMENT AMENDMENT.
Page 2 of 5
26th June 2003
2.1 This Agreement Amendment comprises all changes and amendments agreed in
relation to SSA Filip, i.e. the Camera Filip and the reuse of excess
components from the August Camera, (this new modified Filip is called
Filip 2) as stated below
3. PROJECT PLAN
3.1 Enclosure 2.3 of SSA Filip shall be replaced by a new Project plan,
2/1202-FCP 101 2260 Rev C or later, as enclosed.
4. PRICES AND PRICE MODEL
4.1 Enclosure 10.1 of SSA Filip shall be replaced by a new Enclosure Prices
and Commercial Terms as enclosed.
5. FORECAST FLEXIBILITY & LIABILITY
5.1 Enclosure 14.2 and 14.2a of SSA Filip shall be deleted.
5.2 No separate liability model is deemed necessary since almost all
material is on stock or available within the agreed lead-times. If any
long lead-time items will occur theses shall be handled on a case by
case approach and subjected individual approval from SEMC
5.3 Both parties agree that the excessive material as defined in our letter
of confirmation dated 24th April 2003 shall be reused in the production
of Filip 2 cameras and delivered as agreed in separate material
authorizations including any additional components required. Such
material authorizations to be agreed prior to 30 November 2003 and any
delivery schedule must end prior 28th February 2003. Purchase orders
for such quantities shall be placed no later than 30th November 2003.
Save for the aforesaid, the liabilities & obligation of Sony Ericsson
under the Letter of Confirmation shall not be affected.
5.4
5.5 TERM OF AGREEMENT AND TERMINATION
5.6 This Agreement Amendment shall come into force upon its execution by
duly authorised representatives of both Parties and shall remain in
effect until three (3) months have passed following written notice of
termination by either Party, unless terminated on an earlier date as
set out in Section 29 "TERM OF AGREEMENT AND TERMINATION" in the GSPA.
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26th June 2003
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed, in duplicate, each party taking one copy.
Date: 26th June 2003 Date: 26th June 2003
Place: Lund Place: Lund
NAM TAI ELECTRONIC & SONY ERICSSON MOBILE
ELECTRICAL PRODUCTS Ltd COMMUNICATIONS AB
/s/ KARENE WONG /s/ MATHS GYLLING
- --------------- -----------------
KARENE WONG MATHS GYLLING
Company Internal 1(1)
[SONY ERICSSON LOGO] AGREEMENT
Document number Revision
Uae PA1
Prepared by Date
Responsible Buyer 2003-04-28
Contents responsible if other than preparer Remarks
Approved by
Authorized Sourcing Manager
PRICES AND COMMERCIAL TERMS.
ABSTRACT
This document includes prices and additional commercial terms agreed
between Sony Ericsson and supplier with regard to the study/development
work to be performed by supplier. The assignment is detailed in below
listed document.
Project: Filip
Project Plan: 2/1202-FCP 101 2260 Rev C
Supplier: NAM TAI ELECTRONIC & ELECTRICAL PRODUCTS Ltd.
TABLE OF CONTENTS
TABLE OF CONTENTS .................................... 1
1 REVISION HISTORY ............................ 1
2 TERMS OF PAYMENT ................. .......... 2
3 TERMS OF DELIVERY ................. ......... 2
4 NON RECURRING ENGINEERING ................... 2
5 SONY ERICSSON TOOLS ......................... 2
6 PROTOTYPES .................................. 2
7 PRODUCTS .................................... 3
1 REVISION HISTORY
REV. DATE NOTE
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Company Internal 2(2)
[SONY ERICSSON LOGO] AGREEMENT
Document number Revision
Uae PA1
2 TERMS OF PAYMENT
Payment terms is 30 days after performed delivery and receipt of
invoice.
3 TERMS OF DELIVERY
Term of delivery is FCA Hong Kong in accordance with INCO-terms 2000.
4 NON RECURRING ENGINEERING
4.1 NRE CHARGES
NRE/Travelling 20.000 USD
4.2 PAYMENT PLAN
NRE may be invoiced upon release of project for mass production.
5 SONY ERICSSON TOOLS
Tooling 88 000,00 USD
- -------------------------------------------------------------
Testing Jig & Fixture for production 10 000,00 USD
- -------------------------------------------------------------
Equipment for Verification Test 20 000,00 USD
- -------------------------------------------------------------
5.1 PAYMENT PLAN
Tooling may be invoiced upon release of project for mass production.
6 PROTOTYPES
6.1 PROTOTYPE PRICE
Pcs Price/pcs Total price
- -------------------------------------------------------------
Soft-Tool Sample 15 85,00 1275,00 USD
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FP1 320 23,00 7360,00 USD
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FP1 500 23,00 11500,00 USD
- -------------------------------------------------------------
6.2 PAYMENT PLAN
Prototypes may be invoiced upon delivery.
7 LEADTIME
Lead time for MCA-30 is 6 weeks. Any components that have longer lead
time than 4 weeks will need a Material Authorization to secure material
in time. Supplier is responsible for a due date for such Material
Authorization in order to keep 6 weeks lead time.
Company Internal 3(3)
[SONY ERICSSON LOGO] AGREEMENT
Document number Revision
Uae PA1
8 PRODUCTS
8.1 PRODUCT PRICES
Price for Product in different variant as below
SXK 1041043 (Camera Neck loop Manual, Warranty leaflet): 18,023 USD
KRY 105191, Camera: 17,734 USD
SXA 1093048, Neck loop: 0,12 USD
(Camera, Neck loop): 17,854 USD