EXHIBIT 4.19
Basic Agreement on Liquid Crystal Display Module
This Agreement is hereby entered into and effective as of January 1st, 2003 by
and between;
OPTREX CORPORATION
a corporation organized and existing under the laws of Japan having its
principal place of business at 4th Floor, Cosmo Park Bldg.5-7-18
Higashi-nippori, Arakawa-ku, Tokyo, Japan (hereinafter, "Optrex"),
And
NAMTAI TELECOM (HONG KONG) COMPANY LIMITED,
a corporation organized and existing under the laws of Hong-Kong having its
principal place of business at 15th Floor, China Merchants Tower, Shun Tak
Centre, 168-200 Connaught Road Central, Hong Kong (hereinafter, "Namtai").
WITNESSETH
WHEREAS, Optrex and Namtai have agreed as follows concerning continuous
transactions of liquid crystal display modules for mobile phone (hereinafter,
"Modules").
WHEREAS, Optrex and Namtai hereby facilitate their transactions in accordance
with the concept of respect for mutual benefit and under the theory of good
faith.
NOW, THEREFORE, in consideration of the forgoing premises and mutual covenants,
the parties agree as follows:
Article 1 This Agreement and Individual Contracts
This Agreement sets forth the basic terms and conditions concerning
continuous product transactions between Optrex and Namtai, and applies to the
individual contracts to be agreed through consultation by the parties hereto
(hereinafter, "Individual Contracts").
Article 2 Contents of Individual Contracts
1. The Individual Contracts shall include order date, Module
names, specifications, quantities, delivery dates, delivery locations,
inspection and other delivery conditions, total price amount, unit prices,
payment date, and payment method, and, when raw materials are furnished, the
material names, quantities, delivery dates, delivery locations and other
delivery conditions, total price amount, payment date, and payment method
thereof.
2. Notwithstanding the provision of Paragraph 1, some terms and
conditions of the Individual Contracts may, upon consultation between the
parties hereto, be set forth in memoranda or other written agreements in
advance.
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Article 3 Executions of Individual Contracts
1. The Individual Contract is executed when Optrex places an
order in writing, and Namtai accepts such order. Notwithstanding the foregoing,
unless Namtai, within five (5) days from the receipt of Optrex's purchase order,
explicitly declares its intention to decline the order placed by Optrex, such
order shall be deemed to be accepted by Namtai.
2. Optrex shall, at the timing of placing the firm order as
stipulated in the foregoing clause, provide to Namtai three (3) month forecasts
of order quantity of the Modules. Provided, however, that the quantities
specified as the second (2nd) and third (3rd) month are only the forecast and
Optrex shall, in no event, to be obligated to purchase such forecast quantity.
Further, with respect to the long-term-delivery Supply Materials, Namtai shall
request the supply to Optrex beforehand and Optrex shall procure such after
accepting such offer. Optrex shall not be obligated to purchase any parts, which
exceeds this quantity. Further, notwithstanding the Article 41 and 42, Optrex
shall also purchase certain quantity of the Supply Materials, at the same price
as Namtai purchased, which arises as a result of Namtai's necessity to meet the
minimum order quantity and which Namtai came to own by Namtai's order exceeding
the Optrex's firm order quantity of the Modules, if such excessive quantity
exists at the time of termination of production of a specified type of Module or
at the termination of this Agreement and such excessive quantity is left in
spite of Namtai's utmost efforts to minimize such excessive quantity.
3. If Optrex, with the consent of Namtai, places an order by
email or in some other electromagnetic form instead of through the exchange of
written documents as set forth in Paragraph 1, Namtai shall record the order in
a computer file for its own use.
4. When Optrex needs to confirm the computer file record
specified in Paragraph 3, Namtai shall, upon a request from Optrex, immediately
print a hardcopy thereof and provide it to Optrex.
Article 4 Changes to Individual Contracts
1. In there is a need to change the terms and conditions of the
Individual Contract, Optrex and Namtai shall consult each other and make
changes.
2. The monetary liability or other responsibility for losses or
damages incurred as a result of changes enacted under Paragraph 1 shall be borne
in accordance with the following way.
(i) If Namtai suffers any losses or damages due to the reason
attributable to Optrex, Optrex shall be held liable, and Namtai may seek
monetary compensation for its losses or damages.
(ii) If monetary losses or damages arise due to the reasons
attributable to both Optrex and Namtai, Optrex and Namtai shall consult each
other to reach a settlement.
(iii) If monetary losses or damages arise due to the reasons other than
those in the above items (i) and (ii) above, Namtai shall be held liable, and
Optrex may seek monetary compensation for its losses.
Article 5 Specification Sheets
1. Optrex may submit the specifications for the Modules by using
specification sheets.
2. In the event that Namtai has questions or desires changes in
the specification sheet submitted by Optrex, Namtai shall immediately request
and conduct consultations with Optrex.
3. When changes are made to the specification sheet, Optrex shall
immediately inform
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Namtai thereof, and Namtai shall, without delay, modify the specification sheet
and take other necessary actions based thereon. The notifications of changes
shall be made in accordance with the same manner as Paragraph 2.
4, If Namtai believes that instructions in the specification
sheet submitted by Optrex could cause safety problems in the Modules, it must
inform Optrex thereof in writing.
Article 6 Unit Price
1. Unit prices shall be determined by consultation between Optrex
and Namtai in consideration of factors such as quantity, specifications,
delivery date, payment term, quality, prices of materials, labor costs, market
price trends, and insurance premiums to be borne by Namtai.
2. In the event that there arises any changes to the conditions
such as quantity, specifications, delivery date, payment term, materials, and so
on which constitute the basis of the determination of the unit price during the
term of this Agreement, then the unit price may be reconsulted
Article 7 Supply of Raw Materials and Other Items
1. Upon consultation with Namtai, and when any one of the
following case applies, Optex is entitled to Supply_Namtai with raw materials,
products, or ware in process to be used by Namtai (hereinafter, "Supply
Materials").
(i) When it is necessary to maintain the quality, performance, and
standards of the Modules specified in the Individual Contract.
(ii) When Namtai requests such supply to Optrex.
(iii) When there are some other justifiable reasons.
2. When Optrex causes a designated subcontract company to supply
such Supply Material directly to Namtai, Optrex shall inform so to Namtai in
advance.
Article 8 Acceptance of Supply Materials
1. When Namtai receives the Supply Materials from Optrex or its
designated subcontract company, Namtai shall, within two (2) days, inspect such
Supply Materials.
2. In the event that Namtai discovers defects in the Supply
Materials, or discovers defects therein during manufacturing process (including
fabricating and repair process; hereinafter referred to the same meaning),
Namtai shall immediately inform Optrex thereof and await instructions.
3. If Namtai does not hear any instructions from Optrex within
fourteen (14) days from the date of any notice of defects to Optrex, or the
defects discovered are not cured within thirty (30) days from the notice of
defects to Optrex, Namtai is entitled to return the defective Supply Materials
to Optrex and request for replacement. In such event, Namtai is entitled to
charge the costs and expenses directly related to the return of the defective
Supply Materials to Optrex. Provided, however, that in the event no defect was
found, Namtai shall either take out such Supply Materials or pay the price and
Optrex is entitled to charge any direct inspection and return expenses of Optrex
to Namtai Provided, further that, upon consultation between the parties, the
reasonable extension period, shall be determined, if additional time is required
for analysis of such defects.
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Article 9 Ownership of Supply Materials
1. The ownership of the Supply Materials provided free of charge,
work in process and completed Modules manufactured therefrom, shall belong to
Optrex.
2. The ownership of the Supply Materials provided at charge shall
transfer from Optrex to Namtai when Namtai receives said Supply Materials.
Article 10 Handling of Remnant Supply Materials
When the Supply Materials have been provided free of charge, Namtai
must handle any remnant Supply Materials, ends, shavings, and other remaining
parts in accordance with Optrex's instructions.
Article 11 Lease of Machinery, Molds, and Other Items
1. Optrex may, if necessary, lease machinery, molds, and other
items (hereinafter, "Leased Tools") to Namtai.
2. The lease method, lease duration, fee, procedure, liability
for repair or modifying costs, and other matters shall be determined by mutual
consultation to be made separately, and if necessary, a memorandum or other
document will be executed.
3. Any orders by Namtai for molds or other items serving as the
Leased Tools to be leased by Optrex must be placed after consultation with
Optrex.
4. When Optrex desires to retrieve the Leased Tools whose lease
duration is not predetermined, it must provide Namtai with a reasonable advance
notice.
Article 12 Administration of Molds, Jigs, and Other Items
When Namtai, according to Optrex's specifications, manufactures the
molds, jigs, other items for the manufacture of the Modules to be delivered to
Optrex, Namtai must give advance notice to and consult with Optrex before
modifying, discarding, transferring to another party, or otherwise disposing of
such.
Article 13 Handling of Supply Materials and Leased Tools
1. Namtai must maintain and administrate the Supply Materials or
Leased Tools with duty of care and keep distinct from other items both
physically and in its accounts so as to prevent from any confusion with others.
2. Namtai must not lease, transfer to a third party, pledge,
mortgage, or otherwise dispose of the Supply Materials or Leased Tools, or use
them for any purpose other than that specified in this Agreement. Provided,
however, that, Namtai may, after obtaining prior written consent from Optrex,
sub-supply or sub-lease the Supply Materials and Leased Tools to a subcontract
company by assuming any and all responsibilities therefor.
3. Namtai must return the Leased Tools to Optrex immediately upon
termination of the lease duration.
4. Optrex is entitled to visit Namtai's plants, workshops,
offices, and other facilities to inspect the maintenance conditions of the
Supply Materials and Leased Tools and its manufacturing conditions. "Plants,
workshops, offices, and other facilities" include those of Namtai's subcontract
company, "ZASTRON ELECTRONIC (SHENZHEN) CO., LTD.,"
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specified in the Article 37.
Article 14 Loss of or Damage to Supply Materials and Leased Tools
1. Namtai must immediately notify Optrex of loss, damage, or
deterioration of the Supply Materials or Leased Tools.
2, When the cause of loss, damage, or deterioration of the Supply
Materials or Leased Tools in Paragraph 1 is attributable to Namtai, Namtai
shall, in accordance with Optrex's instructions, provide repair, replacement, or
monetary compensation at its own expense.
Article 15 Definition of Delivery Date
1. Delivery date means the date upon which the Modules specified
by the Individual Contracts must be delivered to a location specified by Optrex.
Each delivery date is agreed in the Individual Contract after consultation.
2. Optrex may seek the payment of penalty when Namtai fails to
meet the delivery date.
Article 16 Delivery Date Changes
1. Namtai must obtain the prior consent of Optrex when it desires
to deliver the Modules before the agreed delivery date.
2. When Namtai recognizes that it cannot deliver the Modules on a
delivery date, it must inform Optrex in advance of the reason, the projected
delivery schedule, and other pertinent information, and comply with any Optrex's
instructions.
3. Optrex shall consult with Namtai when changing the delivery
date according to its own requirements.
Article 17 Quality Assurance Obligation
Namtai shall institute and administrate an integrated quality assurance
system covering all production processes for the Modules delivered to Optrex,
and guarantee the quality demanded by Optrex, and guarantee that said Modules
are equipped with the normally expected safety.
Article 18 Quality Assurance Actions
1. Namtai must formulate quality assurance guidelines that
include the requirements specified separately by Optrex (hereinafter, "Quality
Assurance Guidelines"), and in accordance therewith implement integrated quality
control covering all processes from order acceptance to delivery, and
continually endeavor to adopt scientific methods to improve its level of
management.
2. As a rule, Namtai shall submit its Quality Assurance
Guidelines within thirty (30) days after the instruction by Optrex, and obtain
Optrex's approval.
3. If Namtai desires to change its Quality Assurance Guidelines,
it must submit such proposed changes to Optrex and obtain approval in advance.
Article 19 Inspections by Namtai
1. Namtai must develop guidelines for its own inspections and
obtain Optrex's approval.
2. Namtai must carry out the necessary inspections in accordance
with the inspection guidelines specified in Paragraph 1, and deliver the
qualified ordered products. The inspection
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data must be preserved for ten (10) years. Provided, however, that, when Optrex
specifies a different preservation period, Namtai must preserve the inspection
data for the period to be specified by Optrex.
3. Namtai shall immediately submit the inspection data when so
requested by Optrex.
Article 20 Submission of Quality Assurance Documents
1. Optrex may request that Namtai submit documents separately
specified to Namtai by Optrex as required thereby to confirm the status of
Namtai's quality assurance.
2. Namtai must in accordance with a demand by Optrex submit the
documents specified in Paragraph 1 by the due date specified by Optrex.
Article 21 Recommendations
1. Optrex may, if necessary, provide instructions and
recommendations to Namtai concerning Namtai's quality assurance system,
including its manufacturing processes.
2. Namtai must immediately make a plan for improvement measures
in response to recommendations made pursuant to Paragraph 1, submit such
measures to Optrex, and report the subsequent state of implementation and
results thereto to Optrex.
Article 22 Delivery
Optrex will, unless otherwise agreed, receive the Modules delivered by
Namtai without conducting inspections.
Article 23 Transfer of Module Ownership
The ownership of the Module shall transfer from Namtai to Optrex at the
time of the delivery of the Module as stipulated in Article 22.
Article 24 Risk of Loss
The risk of loss shall be borne in accordance with the following
solutions when all or part of the Modules or the Supply Materials (hereinafter,
"Modules, etc.") suffers loss, damage, or deterioration before the delivery of
the Module pursuant to Article 8 and 22.
(i) The receiving party shall bear the risk of loss when the cause of
such loss, damage, or deterioration is attributable thereto, and the supplying
party may bill the receiving party for payment of the price of the Modules, etc.
(ii) When the cause is attributable to both parties, they shall resolve
the matter through consultation.
(iii) When the cause is neither (i) nor (ii) above, the supplying
party shall bear the risk of loss, and the receiving party may request to the
supplying party the delivery of substitute Modules, etc. or the monetary
compensation for losses or damages.
Article 25 Payment Date and Payment Method
The parties through separate consultations shall determine payment date
and payment method of the Module price.
Article 26 Payment Offsets
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1. Optrex's advance payments to Namtai, and other money credits
of Optrex to be paid by Namtai maybe offset by Optrex by the equitable amount
payable to Namtai each time a money credit arises and is added to the account
receivable of Optrex.
2. When an offset is made pursuant to Paragraph 1, the parties
shall not exchange receipts for each offset amount. The offset shall be deemed
as completed when Optex sends Namtai an itemized statement.
3. When Optrex offsets the Module prices against the prices for
the Supply Materials to Namtai, it shall perform the offset on the Module price
payment date, The offset method in Paragraph 2 shall be applied mutatis
mutandis.
Article 27 Solution of Claims
In the event of claims or lawsuits regarding the Modules against Optrex
by an Optrex customer or other third party, Namtai must cooperate in defending
Optrex and resolving the matter in accordance with Optrex's reasonable
instructions:
Article 28 Liability of Defects
In the event that Optrex discovers that Modules have a concealed defect
due to the reason attributable to Namtai within three (3) year after transfer of
the Module ownership from Namtai to Optrex, Optrex may demand to Namtai the
replacement of the Module or reduction of prices, and monetary compensation for
damages.
Article 29 Product Liability
In the event an accident arises due to the defects of the Module
attributable to Namtai, and Optrex itself suffers from monetary loss, or Optrex
paid any monetary compensation to an Optrex customer or other third party,
Optrex may demand that Namtai pay such Optrex's monetary loss, compensation paid
by Optrex, legal fees, and other costs of the resolution. Provided, however,
that, if Optrex is found to be responsible in part for said defect, the payment
amount demanded to Namtai by Optrex shall be reduced in proportion to the extent
of Optrex's responsibility.
Article 30 Recall
If it is found that the Module defect which defect is attributable to
Namtai could cause an accident resulting in loss to Optrex's customers or other
third parties, and Optrex recalls the Modules or products incorporating the
Modules, Namtai shall pay the entire amount of such recall costs. Provided,
however, that if Optrex is found to be responsible in part for the Module
defect, the payment amount demanded to Namtai by Optrex shall be reduced in
proportion to the extent of Optrex's responsibility.
Article 31 Product Liability Insurance
Namtai shall at its own expense effect a product liability insurance
policy for the Modules. The parties shall consult separately on its insurance
coverage and other particulars.
Article 32 Administration of Technologies and Drawings
1. Namtai shall exercise strict administration and maintenance
over the drawings,
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specification sheets, technologies, and other items disclosed, leased, or
supplied by Optrex (hereinafter, "Technical Properties"), and use them
exclusively for the purposes of this Agreement. Namtai must not lease, permit
the access, or use such for third parties. Provided, however, that, this does
not apply when Optrex has granted a prior consent in writing. Further, the
ownership of the Technical Properties belongs to Optrex and does not transfer to
Namtai by the execution of this Agreement.
2. If Namtai has questions about the Technical Properties
specified in Paragraph 1 or other instructions, it shall notify Optrex to that
effect and comply with the written instructions thereof.
Article 33 Secrecy
1. Namtai shall not disclose or divulge to third parties any of
Optrex's management, marketing, or technical secrets obtained through the
performance of this Agreement or the Individual Contracts; the terms of this
Agreement; or the specifics of the continuous transactions based thereupon.
However, this shall not apply to any of the following.
(1) Information that was already possessed by Namtai or which was
public domain before supply or disclosure.
(2) Information obtained lawfully from a third party who has a proper
right.
(3) Information that became public domain after supply or disclosure
through no fault of Namtai.
(4) Information for which a prior consent was obtained in writing from
Optrex.
2. Namtai must, at the request of Optrex, execute a Secrecy
Agreement specified by Optrex and submit such to Optrex with a proper corporate
seal.
Article 34 Employee Administration
Namtai shall minimize its employees who are entitled to the access to
any information supplied and produced by Optrex, and shall impose such
employees, both during and after their employment at Namtai, secrecy obligations
identical to those set forth in the Secrecy Agreement specified in Article 33.
Namtai shall, at the request of Optrex, submit a list of such employees to
Optrex.
Article 35 Industrial Property Rights
1. If, in the course of manufacturing the Modules, any dispute
over the infringement of industrial property rights or other disputes arise
between Namtai and a third party due to the reason attributable to Namtai,
Namtai shall handle and resolve the matter at its sole responsibility, assuming
the expenses and liability, and stall pay in full any and all expenses, if any,
incurred by Optrex.
2. The ownership of industrial property rights obtained through
joint research between Optrex and Namtai Shall be determined through
Consultation by the parties.
3. If Namtai applies for industrial property rights on the
Modules manufactured according to Optrex's Technical Properties, or on their
manufacturing method, it must first Inform Optrex so and obtain Optrex's written
consent.
4. Namtai shall waive any right and_not prosecute,.even if
designs or manufacturing methods exercised Optrex for the Modules should
infringe Namtai's industrial property rights.
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5. In no event, the industrial property rights owned by Optrex
shall transfer to Namtai by entering into this Agreement.
Article 36 Prohibition of Manufacture and Sale
Unless Namtai obtains prior written consent from Optrex, Namtai must not
manufacture or sell any products to customers or other third parties using the
technology and know-how disclosed or supplied by Optrex.
Article 37 Sub-contract
1. Namtai shall not subcontract the manufacture of the Modules to
any third parties without prior written consent from Optrex. Provided, however,
that Namtai is entitled to subcontract the manufacture of the Modules to
Namtai's affiliate, "ZASTRON ELECTRONIC SHENZHEN) CO, LTD" only.
In the event of such subcontract pursuant to Paragraph 1, Namtai shall
impose such subcontractor the same obligations as those borne by Namtai
hereunder. Namtai is obligated to oversee such subcontractor and ensure they
comply with these obligations, and is jointly and severally responsible for the
performance of such subcontractor.
Article 38 Assignment of Rights and Obligations
Neither Optrex nor Namtai, without prior written consent from the other
party hereto, may transfer all or part of any of the rights and obligations
hereunder (including credits and debts) to third party, or pledge the same as
security.
Article 39 Notification
Namtai shall immediately inform Optrex when any of the following
situations arise.
(i) When any of the items in Article 40.1 applies.
(ii) When Namtai transfers or receives a business related to these
transactions with Optrex.
(iii) When there has been a significant change, such as change of
address, representative, or company name, which may affect the transaction
hereunder.
Article 40 Cancellation of Agreement
1. When any one of the following applies to Namtai, Optrex may
without any notice whatsoever cancel all or part of this Agreement and of the
Individual Contracts and seek monetary compensation for damage to Namtai.
(1) A note or check issued by Namtai has been dishonored, or a
financial institution has suspended business transactions with Namtai.
(2) Namtai has been subjected to cancellation, suspension, or other
business penalty by regulatory authorities.
(3) Namtai has been subjected to attachment, provisional attachment,
provisional disposition, compulsory execution, or other similar action.
(4) Namtai is subject to petition for bankruptcy proceedings, the start
of liquidation under commercial law, the start of special liquidation, the start
of reconstruction procedures, or the start of company reorganization.
(5) Namtai has passed a resolution to dissolve itself, or has merged
with another company.
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(6) There is some special incident for reasonably recognizing that
Namtai has difficulty in manufacturing and supplying the Modules.
2. If one party hereto breaches this Agreement and/or the
Individual Contract, and does not perform its obligations thereunder even after
the elapse often (10) days since the delivery of a written peremptory notice for
performance, the other party may, without further notice, cancel all or part of
this Agreement and/or the Individual Contract and demand monetary compensation
for losses to the breaching party.
3. When one party hereto becomes entitled to a termination right
pursuant to Paragraph 2, the obligations of the other breaching party against
non-breaching party shall become immediately and automatically due and payable
even if the non-breaching party does not exercise said right, and the breaching
party must pay, without delay, all of its obligations to the non-breaching party
at one time.
Article 41 Measures after Termination
1. In the event of Article 40, Namtai must immediately return to
Optrex the specification sheets, Technical Properties, Leased Tools, and
Supplied Materials that were provided free of charge. Namtai shall also
terminate the use of any and all technologies disclosed by Optrex.
2. In the event of Paragraph 1, Optrex is entitled to, with first
priority over third parties, purchase the Modules and ware in process products
manufactured according to the Individual Contracts that remain under Namtai.
Optrex has the option of exercising first priority for purchasing the Supply
Materials supplied at price, or demand the payment of price to Namtai.
Notwithstanding the foregoing, in the event Optrex breaches this Agreement or
the Individual Contracts, after mutual consultation, Optrex is to purchase the
Modules and work in process products manufactured according to the Individual
Contracts that remain under Namtai.
Article 42 Transaction of Supply Material, etc.
In the event Optrex chooses to purchase the Supply Material, etc.,
Optrex, at the termination of the transaction described herein and at the
expiration of this Agreement, purchases the Supply Material according to the
following price.
(i) The same price as Namtai purchased for the reasonable range of the
Supply Materials Supplied at price which Namtai came to own by Namtai's order
based on the Optrex's firm order quantity of the Modules
(ii) The price mutually consulted between Optrex and Namtai for the
reasonable range of the Supply Materials which Namtai came to own by Namtai's
order based on the Optrex's forecast
(iii) The amount multiplied by its unit price and quantity for the
reasonable range of the Modules
(iv) The price mutually consulted between Optrex and Namtai for the
reasonable range of the work in process
Article 43 Resolution Through Consultations
The parties hereto shall consult and resolve disputes about the
provisions of this Agreement and the Individual Contracts, or about conditions
not clearly provided thereunder.
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Article 44 Arbitration
In the event of any dispute relating to the validity, construction, or
performance of this Agreement and / or the Individual Contract which cannot be
settled amicably by the parties hereto, such dispute shall be finally settled by
arbitration under the Rule of Conciliation and Arbitration of the International
Chamber of Commerce in Tokyo, Japan by one or more arbitrators appointed in
accordance with the said Rule, by which each party hereto is bound.
Article 45 Governing Law
This Agreement is governed by and construed in accordance with the laws
of Japan without reference to its rules or principles on the conflict of laws.
Article 46 Language
This Agreement shall be executed in both English and Japanese language.
In the event there should arise any discrepancy in the construction between
these two versions, the English version shall prevail.
Article 47 Term of Agreement
1. This Agreement shall become effective on January 22,2003 and
remain in force for one (1) year. Provided, however, that the term shall be
renewed under the same conditions on a year-to-year basis unless written notice
of modification or termination is given by either party to the other at least
three (3) months before the expiration date.
2. Notwithstanding the provision of Paragraph 1, Optrex may
terminate this Agreement at any time even during its term by sending Namtai at
least three (3) month prior written notice.
3. In the event that there are any Individual Contracts, which
are in effect at the lime of termination of this Agreement under Paragraph 1, or
2, this Agreement shall remain in effect during the effective terms of such
Individual Contracts.
4. Notwithstanding the Paragraphs 2 and 3, the provisions of the
following articles shall survive and remain in force after the termination of
this Agreement until the time when both parties agree to the termination
thereof.
Article 19.2 (Inspections by Namtai), Article 27 (Solution of Claims),
Article 28 (Liability for Defects), Article 29 (Product Liability),
Article 30 (Recall), Article 31 (Product Liability Insurance),
Article 32 (Administration of Technologies and Drawings), Article 33 (Secrecy),
Article 35 (Industrial Property Rights), Article 36 (Prohibition of
Manufacturing and Sale),
Article 37 (Sub-contract), Article 41 (Measures after Termination),
Article 42 (Transaction of Supply Material, etc.
Article 44 (Arbitration), Article 45 (Governing Law) and Article 46 (Language).
Article 48 Previous Agreements
If there is any discrepancy between the provision of the previous
agreement(s) executed by and between Opt and Namtai and this Agreement, the
provision of this Agreement shall prevail.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written in duplicate, with each party, having signed
and affixed its seal, retaining one (1) copy in its possession.
OPTREX CORPORATION
BY /s/ Akinori Miyazaki
----------------------
NAME: Akinori Miyazaki
TITLE: Member of The Board
General Manager
Procurement & Production Control General Division
DATE: 2003-4-14
NAMTAL TELECOM (HONG KONG) COMPANY LIMITED
BY /s/ Lei Lai Fong
------------------------
NAME: Lei Lai Fong, PATINDA
TITLE: Managing Director
DATE: 2003-4-22
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