EXHIBIT 4.17
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10th January 2003
SPECIFIC SERVICE AGREEMENT
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 "AUGUST CI"
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10th January 2003
TABLE OF CONTENTS
1. TERMINOLOGY, INTEGRATED PART ...................................... 1
2. SCOPE OF THE SSA .................................................. 2
3. FORECASTS AND ROADMAPS ............................................ 2
4. COMMUNICATION AND CONTACT PERSONS ................................. 2
5. INDUSTRIALISATION SERVICES ........................................ 3
6. INDUSTRIALISATION-TEST APPLICATIONS ............................... 3
7. PROTOTYPES ........................................................ 3
8. SPECIFICATION ..................................................... 3
9. DOCUMENTATION ..................................................... 3
10. PRICING AND TERMS OF PAYMENT .................................... 3
11. TERMS OF DELIVERY ............................................... 4
12. PACKING AND LABELLING ........................................... 4
13. QUALITY ......................................................... 4
14. PURCHASE OF COMPONENTS .......................................... 5
15. TERM OF AGREEMENT AND TERMINATION ............................... 5
ENCLOSURES:
Enclosure 2.3 Project Plan, NDU/P-02:1663
Enclosure 10.1 Prices and Price model.
Enclosure 14.1 Purchase of components
Enclosure 14.2 Liability and Forecast model
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10th January 2003
SPECIFIC SERVICE AGREEMENT
made as of 10th January 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. Ericsson and Supplier have entered into the General Service and
Purchase Agreement, GSPA, dated 15th February 2001 among other
agreements, The GSPA has been duly assigned to Sony Ericsson Mobile
Communications AB during 2002.
2. The GSPA contains the general terms and conditions for the performance
of Product Supply to Sony Ericsson, from Supplier,
3. It is intended that the GSPA will be supplemented by one (1) or more
SSA's setting out the specific provisions relating to the performance
of Product Supply, and
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 SSA
and the GSPA.
NOW THEREFORE, in consideration of the mutual obligations herein contained, the
Parties agree as follows:
1. TERMINOLOGY, INTEGRATED PART
The GSPA shall be an integrated part of this SSA and, accordingly, all
terms and conditions in the GSPA shall also apply to this SSA.
Capitalised terms contained herein shall have the meanings assigned to
them below or as ascribed to them in the GSPA unless otherwise defined
in the context or document where it is used.
"AGREEMENT", means this Specific Service Agreement.
"GSPA", means the General Service and Purchase Agreement referred to in
the "Whereas"-section above entered into between the Parties.
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10th January 2003
"PRODUCT", means the Camera August CI, a cost improved version of the
camera August developed by C Technologies AB on behalf of Sony Ericsson
and as further specified in this Agreement.
"PA", means the Purchase Agreement separately signed covering the
Product. The PA will be the new name of the SPA mentioned in the GSPA.
"SSA", means this Specific Service Agreement.
2. SCOPE OF THE SSA
2.1 Under the terms and conditions set forth in the Agreement Documents
(i) Supplier shall - exclusively for Sony Ericsson - perform
Product Supply regarding the Product, and
(ii) Sony Ericsson shall be entitled to purchase the Products from
Supplier under the PA.
2.2 In the event of an inconsistency in the Agreement Document, the
inconsistency shall be resolved by giving documents precedence in the
following order:
(i) The Purchase Order, excluding Sony Ericsson's general
purchasing conditions if such have been enclosed with the Purchase Order,
(ii) The PA,
(iii) The GSPA.
(iv) This Agreement excluding the Enclosures,
(v) Enclosure 2.3 Project Plan
(vi) Enclosure 10.1 Prices and Price model
(vii) Enclosure 14.1 Purchase of components,
(viii) Enclosure 14.2 Liability and Forecast model.
2.3 Included in the Product Supply shall be repair and maintenance services
as set out in Enclosure 2.3.
3. FORECASTS AND CHANGE OVER IN PRODUCTION
3.1 The change over from the camera August to August CI shall be made as a
running change in production. Supplier shall plan and perform a smooth
and efficient change of components and material of the product without
causing any disturbances in deliveries of the August camera or delays
in delivery of the new cost improved August CI. Forecast provide by
Sony Ericsson will show the total amount of August and August CI unless
otherwise agreed during the project. A detailed supply and delivery
plan shall be agreed between the Parties.
4. COMMUNICATION AND CONTACT PERSONS
4.1 In accordance with Subsection 5.5 of the GSPA the Parties hereby
appoint the contact persons set out in Enclosure 2.3 to receive and to
communicate information.
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10th January 2003
5. INDUSTRIALISATION SERVICES
5.1 Supplier shall, as part of the Product Supply and in accordance with
Subsection 6.1 of the GSPA, lead and be responsible for the
industrialisation of Product.
5.2 Supplier shall, as part of the Product Supply and in accordance with
Subsection 6.4 of the GSPA and Enclosure 2.3, perform the necessary
design work implement the cost improvements required and furthermore
manufacture the test applications required.
5.3 The requirements for traceability as provided in Subsection 6.7 in the
GSPA shall be as set out in Enclosure 2.3.
6. INDUSTRIALISATION-TEST APPLICATIONS.
6.1 Supplier shall develop and deliver Manufacturing Test Applications as
set out in Section 7 of the GSPA and as the case may be in Enclosure
2.3
7. PROTOTYPES
7.1 Supplier shall
(i) provide Sony Ericsson with Prototypes
(ii) review the Prototypes for manufacturability,
(iii) perform the testing of the Prototype, as defined in Enclosure
2.3 and
(iv) provide Sony Ericsson with written reports of the analysis of
the Prototypes.
8. SPECIFICATION
8.1 Supplier shall not deliver any Products unless they meet the
requirements set out in the Specification as set out in Enclosure 2.3
and amended from time to time in and as further described in Section 14
in the GSPA.
9. DOCUMENTATION
9.1 Project Documentation
The Supplier shall submit written reports to Sony Ericsson on the
activities and the progress of the Product Supply. Such reports shall
include the reports and plans specified in Enclosure 2.3.
9.2 Product Documentation
Supplier shall produce and deliver to Sony Ericsson Product
Documentation fulfilling the requirements set out in templates included
in Enclosure 2.3.
10. PRICING AND TERMS OF PAYMENT
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10th January 2003
10.1 The current price and the price model of the Product shall be as set
out in the PA.
All invoices sent by Supplier shall be in USD or Euro as agreed in the
PA
10.2 Price review
The price of the Products shall be reviewed and agreed quarterly before
the ending of every quarter in order for the prices to be firm for
deliveries during the following quarter.
The basis for the price review shall be:
(i) significant changes in volumes, and/or;
(ii) fluctuations in the exchange rate as defined below, and/or;
(iii) changes to the Specification, and/or;
(iv) increased production efficiency including but not limited to
"The learning curve advantage", and/or;
(v) changes in the price of the components.
(vi) delivery performance in the last quarter before against agreed
and acknowledge order, call of lead time
Changes in the Specification and/or changes of a specific component
price during a quarter, which causes a different price shall
immediately or with a reasonable delay - due to material in stock -
apply to all ordered Products. Such reasonable delays shall however
only relate to reasonable explainable normal stock levels or situations
with higher stock levels attributable to Sony Ericsson. At the
quarterly price review meetings Supplier will describe and specify the
changes made during the quarter. The different price shall be passed on
to Sony Ericsson at the aforementioned fixed exchange rate as defined
in GSPA.
11. TERMS OF DELIVERY
11.1 Delivery time
The Supplier shall perform the Product Supply, in accordance with the
time-schedule set out in Enclosure 2.3 Dates of delivery of volume
produced Products shall be as stated in the relevant P.O.
11.2 Delivery terms
Applicable terms of delivery shall be FCA Hong Kong International
Airport, INCOTERMS 2000, unless otherwise agreed in P.O.
12. PACKING AND LABELLING
12.1 The Products shall be packed and marked separately as set out in the
Specifications and the applicable Purchase Order. The Purchase Order
and product numbers shall be set out in the shipping documents.
13. QUALITY
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10th January 2003
13.1 All Product Supply shall be handled in accordance with the
standards/requirements set out in the Specification and in Enclosure
2.3
14. PURCHASE OF COMPONENTS
14.1 The Supplier shall purchase materials at contracted prices under
existing Sony Ericsson Agreements for supply of materials as set out in
Enclosure 14.1.
14.2 Sony Ericsson liability for components as related to volume forecast as
currently agreed for the Camera August. Current August fore cast and
liability undertaking will pass August CI as the change over is
performed. Supplier is responsible to balance the supply of the
concerned components in relation to the change over from August to
August CI
14.3 The Supplier is responsible for the purchase and supply of all
components.
15. TERM OF AGREEMENT AND TERMINATION
15.1 This Agreement 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.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed, in duplicate, each party taking one copy.
Date: 10th January 2003 Date: 10th January 2003
Place: Lund Place: Lund
NAM TAI ELECTRONIC & SONY ERICSSON MOBILE
ELECTRICAL PRODUCTS Ltd COMMUNICATIONS AB
/s/ KARENE WONG /s/ Kazuaki Takanose
- ----------------------- ------------------------
KARENE WONG Kazuaki Takanose