Exhibit
10.5


 


CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


 





 


 


Trading Agreement


Reference
Number: XYSLR001


 


Trading Agreement Date: 1st January 2004


 


 


This documents and
records the Agreement and Acceptance of the terms and conditions applicable to
all Xyratex Purchase Orders from whatever location and covers all Solectron
locations stipulated:


 


 


Signed
for and on behalf of:


 


 


A:            Xyratex Technology Limited


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name :  John Andrews

  	
   

  	
  Name: Steve Parnell

  
	
  Title : Commodity Specialist

  	
   

  	
  Title: 
  PCBA Commodity Manager

  



 


 


B:            Solectron Corporation (Milpitas)


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name :  Joe Tang

  	
   

  	
   

  
	
  Title : Senior Vice President (Asia Pacific Operations)

  
	
  [For
  and on behalf of Solectron Corporation]

  



 


 


Xyratex, Langstone Road,
Havant, PO9 1SA  Trading Agreement


 


1

















 


ABSTRACT


 


This
document sets forth the terms and conditions between Xyratex Technology Limited
(hereinafter referred to as Xyratex) and Solectron  Corporation and its
subsidiaries and affiliates  as detailed in Appendix 1 (hereinafter
referred to as the “Supplier”) for the provision of Goods and/or Services which
may be ordered by Xyratex during the term of this Trading Agreement.


 


The
Trading Agreement records the agreement of the terms and conditions that would
apply upon the issue of an Order by Xyratex.


 


This
Trading Agreement is made between:


 


Xyratex
Technology Limited


Langstone
Technology Park


Langstone Road


Havant,


Hampshire PO9
1SA


England


 


 


whose
address for the purpose of this Trading Agreement is as quoted above, and


 


 


Solectron
Corporation


847
Gibraltar Drive


Milpitas,
CA 95035


USA


 


 


whose
address for the purpose of this Agreement is as stated above and it`s
Subsidaries and affiliates stated in Appendix 1.


 


Xyratex
desires the Supplier to supply Electronic  Assemblies the Supplier is
willing to perform the Services on the terms and conditions set forth in this
Trading Agreement.


 


2

















 


XYRATEX PURCHASE TERMS AND CONDITIONS


 


 


Version 2b


Table of Contents


 


 


Clause:


	
  1.

  	
   

  	
  DEFINITIONS

  
	
  2.

  	
   

  	
  THE
  ORDER

  
	
  3.

  	
   

  	
  PRICE

  
	
  4.

  	
   

  	
  TITLE

  
	
  5.

  	
   

  	
  MATERIALS, PROPERTY,
  DOCUMENTS AND DATA

  
	
  6.

  	
   

  	
  CARRIAGE AND
  PACKING

  
	
  7.

  	
   

  	
  EARLY
  DELIVERY

  
	
  8.

  	
   

  	
  QUALITY WARRANTIES

  
	
  9.

  	
   

  	
  SUCCESSORS AND
  ASSIGNMENT

  
	
  10.

  	
   

  	
  SUBCONTRACTS

  
	
  11.

  	
   

  	
  TERMINATION

  
	
  12.

  	
   

  	
  INSURANCE

  
	
  13.

  	
   

  	
  CONFIDENTIAL
  INFORMATION

  
	
  14.

  	
   

  	
  PUBLICITY

  
	
  15.

  	
   

  	
  GIFTS

  
	
  16.

  	
   

  	
  INTELLECTUAL
  PROPERTY RIGHTS

  
	
  17.

  	
   

  	
  COMPLIANCE
  WITH LAWS AND REGULATIONS

  
	
  18.

  	
   

  	
  COUNTRY OF ORIGIN

  
	
  19.

  	
   

  	
  HARMFUL
  CODE

  
	
  20.

  	
   

  	
  PRODUCT
  DATE COMPLIANCE (Y2000)

  
	
  21.

  	
   

  	
  TOOLS

  
	
  22.

  	
   

  	
  PAYMENT
  TERMS

  
	
  23.

  	
   

  	
  LANGUAGE

  
	
  24.

  	
   

  	
  APPLICABLE LAW

  
	
  25.

  	
   

  	
  TERM AND REVIEW

  
	
  26.

  	
   

  	
  TERMINATION
  OF TRADING AGREEMENT

  
	
  27.

  	
   

  	
  CHANGES
  TO THE TRADING AGREEMENT

  
	
  28.

  	
   

  	
  CONTINUITY OF
  SUPPLY

  
	
  29.

  	
   

  	
  ACKNOWLEDGEMENT
  AND ACCEPTANCE OF PURCHASE ORDERS

  
	
  30.

  	
   

  	
  SURVIVORSHIP

  
	
  31.

  	
   

  	
  APPENDICES
  TO TRADING AGREEMENT

  



 


3

















 


The
Order shall be deemed to be accepted either by the express oral or written
acceptance of the offer by the Supplier or by the dispatch of any part of the
Goods and/or performance of the Services specified on the face of the Order.
Xyratex expressly limits acceptance to the terms stated on both sides of the
Order and any attachments. Xyratex and Supplier agree that any additional or
modified terms contained in any acceptance or other form provided by the
Supplier shall not apply to the order.


 


CLAUSE 1.                                  DEFINITIONS


 


The
following expressions are defined as:


 


1) “Xyratex”
(the trading name of Xyratex Technology Limited and its subsidiary companies)
shall mean the company which issues the Order. The company issuing the order is
detailed on the face of the Order.


 


2) “Supplier”
shall mean the person, firm or company to whom the Order is addressed.


 


3) “Goods”
shall mean articles, materials, software or any other items as detailed on the
face of the Order.


 


4) “Services”
shall mean the service as detailed on the face of the Order.


 


5) “Affiliate”
means any subsidiary, holding company, or company with a holding company in
common as defined in Section 736 of the UK Companies Act 1985, or equivalent
legislative act within the country that the Order originates however, any such
subsidiary or company or other entity shall be deemed to be an Affiliate for
the purposes of the relevant Order only so long as such ownership exists.


 


6) “Order”
shall mean the purchase order.


 


7) “Forecast”
shall mean schedules provided to the Supplier which predict future
requirements. The Forecast will be for planning purposes only and does not
constitute an Order.


 


8) “Specification”
shall mean drawings, documents, electronic data and other items used to define
the Goods or Service.


 


9) “Trading
Agreement” shall mean this document and the schedules and attachments hereto.


 


4

















 


CLAUSE 2.                                  THE ORDER


 


Reference
to Supplier’s bids or proposals in the Order shall not, unless otherwise
provided for on the face of the Order, modify the terms and conditions of the
Order, and no other agreement or quotation modifying any such terms and
conditions will be binding upon Xyratex unless made in writing and signed by
Xyratex’s authorised representative. Where the Order is issued pursuant to, or
forms part of a separate Xyratex Agreement for Goods or Services, the terms and
conditions of such Agreement, if in conflict with those of the Order, shall
take precedence, but only to the extent of such conflict.


 


CLAUSE 3.                                  PRICE


 


The
price detailed on the face of the Order will not be changed for the duration of
the Order unless mutually agreed and covered by a formal Purchase Order
amendment.


 


CLAUSE 4.                                  TITLE


 


Goods
and Services of the Order shall pass at time of delivery, provided that passing
of title does not prejudice either Xyratex’s right to reject for non-conformity
with the Specification or any other rights that Xyratex may have under the
Order. If advance payments from Xyratex to the Supplier pursuant to the Order
are made, then title, but not risk, is passed to Xyratex when Goods or Services
are allocated to the Order. All items allocated should be adequately marked and
recorded as being the property of Xyratex.


 


CLAUSE 5.                                  MATERIALS, PROPERTY, DOCUMENTS AND DATA


 


Any
such items, tangible or intangible, consigned or issued by Xyratex to the
Supplier in connection with work being performed for Xyratex shall be used
solely for such purposes, and upon termination or completion of the Order,
shall be returned to Xyratex upon request. The Supplier shall not transmit or
communicate outside the country in which it is resident or registered, or
except for purchases of materials normally purchased by the Supplier,
communicate or divert to others, any Xyratex specification, drawing or other
data, or product of such data.


 


CLAUSE 6.                                  CARRIAGE AND PACKING


 


All
Goods are to be delivered carriage and insurance  paid (Incoterms 2000 CIP), or unless otherwise indicated in
writing , to the address specified on the Order, and all costs and expenses
incurred or suffered for the transport and delivery shall be payable by the
Supplier unless otherwise agreed. Xyratex accepts no responsibility for the
risk of damage, loss or delay in transit. All packages must be clearly marked
with the country of origin of Goods, name and address of sender and Xyratex
Order number as detailed on the Order, part number (if applicable), and show
gross tare


 


5

















 


and
net weight and/or quantity.  All related
shipping documentation required for the fulfillment of the Order shall be
provided by the Supplier at no additional cost to Xyratex.


 


CLAUSE 7.                                  EARLY DELIVERY


 


Xyratex
has the right to return to the Supplier, at the Supplier’s expense, any Goods
delivered more than 5 days before the agreed delivery date.


 


CLAUSE 8.           QUALITY
WARRANTIES


 


The
Supplier acknowledges that it understands the purpose and conditions of use of
the Goods or Services supplied in accordance with the Order. The Supplier
warrants that the Goods or Services comply with their specified description,
are in accordance with the Xyratex Specification, if provided, are fit for the
purpose for which they were designed or required, and are of merchantable and
satisfactory quality, and Services will be performed with skill and care. Goods
and Services are subject to Xyratex inspection after delivery or performance.
If such warranties are not met, then at the option of Xyratex, the Goods or
Services may be rejected and;


 


1)
The Supplier’s account debited; and


 


2)
The Order may be cancelled in full if the in the event that Xyratex demand
reduces as a result of such warranties not being met by the Supplier; or


 


3) Goods or Services may
be reworked by Xyratex or a third party, the third party to be mutually agreed;
or


 


4)
Goods or Services may be returned to Supplier, who shall replace, repair or
re-perform and/or redeliver;


 


all
of the above will be conducted to the satisfaction of Xyratex, at the
Supplier’s expense and risk.


 


Inspection,
delivery, approval or payment by Xyratex shall not operate as a waiver of any
breach of warranty or of any term or condition of the Order.  No rights, remedies and warranties available
to Xyratex under the Order or by operation of law are waived or modified except
by Xyratex in writing.


 


The Supplier shall warrant the Goods or Services
for [xxx] from delivery.


 


CLAUSE 9.                                  SUCCESSORS AND ASSIGNMENT


 


The
Order shall be binding upon and inure to the benefit of Xyratex, its successors
and assigns, and shall be binding upon and inure to the benefit of the
Supplier, its successors, and to the extent assignment is approved by Xyratex
as provided in the


 


6

















 


Order,
the Supplier’s successors and assigns.


 


All
rights and benefits in the Order are or may be assigned by Xyratex to its
Affiliate. Xyratex will give written notification to the supplier of the intent
of such assignment.


 


The Supplier may not
delegate, assign or transfer its rights or obligations under this Agreement,
whether in whole or part, without the written consent of Xyratex.


 


CLAUSE 10.                           SUBCONTRACTS


 


The
Supplier shall not subcontract, delegate or assign its obligations under the
Order without the prior written consent of Xyratex. Purchases of materials
normally purchased by the Supplier or required by the Order shall not be
construed as subcontracts, delegations or assignments requiring consent. The
Supplier shall, in any event, remain responsible for the performance of the
Order and have sole responsibility for the management of all subcontractors in
executing the Order. The Supplier shall accept full responsibility for all risk,
loss and damage howsoever arising from the use of any such subcontractor.


 


CLAUSE 11.                           TERMINATION


 


Default


 


The
occurrence of any of the following shall constitute an “Event of Default” on
the part of the Supplier;


 


1) Failure to deliver the Goods or perform the
Services within the time


specified
in the Order;


 


2)
Failure to have demonstrated commercially reasonable efforts to fulfil the
obligations of the Order, so as to endanger its ability to perform the Order;


 


3)
Failure to perform any other obligation, agreement or covenant of the Order;


 


In
an Event of Default as defined herein, Xyratex shall have the option to
terminate the Order in part or in full.


 


Convenience


 


The
Order may be terminated at Xyratex’s option at any time by giving notice. In
the event of such termination notice, the Supplier shall at all times mitigate
the effect of any such termination and shall invoke all cancellation agreements
relevant to the Order and within [xxx] of the termination notice submit in
writing to Xyratex an auditable account of the Order, records of which shall be
made available for inspection detailing. Xyratex will be liable, once mutually
agreed, for the following:


 


7

















 


1)
The order price of finished Goods or Services and the cost of work in progress
specific to the Order that are within the specified lead times, lead time
profile or agreed finished goods hub stock;


 


2)
Liability for materials, components or other items or services purchased by the
Supplier exclusively for the fulfillment of the Order and delivered to the
Supplier; and


 


3)
The Supplier’s liability for materials, components, other items or services for
which firm irrevocable commitments have been made to a subcontractor for the
exclusive benefit of the Order;


 


Notwithstanding
the foregoing Xyratex shall not be liable to pay for any goods or services
which are not in accordance with the Specification, not determined in writing
within [xxx] of notice nor shall Xyratex be liable for any loss or damage other
than provided for in this clause and, in particular, Xyratex expressly excludes
liability for indirect, specific or consequential loss or damages for the loss
of profit, business, revenue, goodwill or anticipated savings.


 


Supplier
will report to Xyratex on a monthly basis, the value of any unique “excess or
obsolete material” directly attributable to Xyratex projects that has been
bought against a specified Purchase Order. Any such material which is reported
as non-moving, with no activity or usage for a > (greater than) 6 months
period will be subject to review by both parties and disposition on liability.
The Supplier shall also report on a monthly basis the lead times of any unique
components.


 


Xyratex
will honour (by means of a Purchase Order or Letter of Authority) all fair and
reasonable excess or obsolete materials, provided they are mutually agreed
between both Xyratex and the Supplier. In all cases, the Supplier will mitigate
to reduce any such agreed liabilities to a minimum and also by enforcing buy
back agreements with component suppliers (unless otherwise agreed).


 


The
process in which the format, type and timescales of this information is to be
further detailed in a separate Service Level Agreement which is to be agreed
between both Supplier and Xyratex.


 


CLAUSE 12.                           INSURANCE


 


The
Supplier shall be liable for and shall indemnify Xyratex against any claim,
cost or proceeding resulting from death or injury to any person(s) or damage to
any property caused by the negligence of the Supplier or of the Supplier’s
employees.  The Supplier shall arrange,
and provide evidence to Xyratex as required, Public Liability insurance with a
indemnity equivalent to [xxx] in respect of any one claim or incident, and
which shall remain in place for the term of the Order.


 


8

















 


CLAUSE 13.                           CONFIDENTIAL INFORMATION


 


The
Supplier shall not disclose to any third party or use for any purpose other
than to fulfil its obligations under the Order, any information received from
Xyratex or its Affiliates in connection with the Order which has been disclosed
by Xyratex to the Supplier in confidence, except that which is otherwise
publicly available or is publicly disclosed by Xyratex or its Affiliates
subsequent to receipt by Supplier of such information, or is rightfully
received by the Supplier from a third party. The Supplier and Xyratex shall
sign a formal Reciprocal Non Disclosure Agreement encompassing all business
conducted between the Supplier and Xyratex.


 


CLAUSE 14.                           PUBLICITY


 


The
Supplier shall not, without the written consent of Xyratex, advertise, or
otherwise disclose the existence of the Order, or the fact that the Supplier
has furnished, or agreed to furnish, to Xyratex Goods or Services.


 


CLAUSE 15.                           GIFTS


 


The
Supplier shall not make or offer gifts or gratuities to Xyratex employees. Such
gifts or offerings may be construed as attempts to improperly influence the
business relationship with Xyratex.


 


CLAUSE 16.                           INTELLECTUAL PROPERTY RIGHTS


 


1) In a case where Goods are to be developed or created for
Xyratex as specified the Order, all intellectual property rights arising from
such development or creation (except patent rights which are subject to
paragraph (2) below) shall belong exclusively to Xyratex, and the Supplier
hereby assigns such rights to Xyratex. The Supplier shall obtain from all
contributors to the development or creation of such Goods a full waiver of any
moral rights therein.


 


2)The
right to apply for patent protection on an invention made by the Supplier in
the creation or development of Goods, and any patent granted thereon, shall
belong to the Supplier. The Supplier hereby grants to Xyratex and its
Affiliates a world-wide, non-exclusive, royalty-free, irrevocable, unrestricted
license under any such patent granted. 
Any license granted will be valid only during the course of business
between both parties and will cease on termination of this Trading Agreement.


 


CLAUSE 17.                           COMPLIANCE WITH LAWS AND REGULATIONS


 


Both
parties shall at all times comply and act so as to enable the other party to
comply, and indemnify the other party against any damage arising from breach of
this condition, with all applicable laws, statutory regulations and enactment’s


 


9

















 


including,
but not limited to, those relating to health and safety at work and the control
of hazardous substances.


 


The
Supplier shall supply the Goods and Services with environmental responsibility,
shall not supply or use asbestos, or materials or equipment containing
asbestos, in the provision of the Goods and Services. And all Goods and
Services supplied which contain or are manufactured using ozone depleting
substances (as defined by the Montreal Protocol) shall, be clearly and
securely, labeled by the supplier as follows :


Warning :


Contains or
manufactured with, (insert
chemical name of substance(s) ), a substance which harms public health and the
environment by destroying ozone in the upper atmosphere.


 


CLAUSE 18.                           COUNTRY OF ORIGIN


 


The
Supplier shall declare the country of origin of all Goods or Services on all
invoices, advice notes and packaging.


 


CLAUSE 19.                           HARMFUL CODE


 


“Harmful
Code” shall mean any computer code or programming instructions that are
intentionally constructed with the ability to damage or otherwise adversely
affect computer programs, data files or hardware without the agreement or
intent of the user, and includes instructions known as worms and viruses.


 


The
Supplier will take  all reasonable
efforts and measures to ensure that any code provided in the Goods or Services
shall not contain any Harmful Code. The Supplier will notify Xyratex
immediately of any suspected contamination, and take remedial action to remove
any of the Harmful Code.


 


CLAUSE 20.                           PRODUCT DATE COMPLIANCE (Y2000)


 


Supplier represents and warrants to Xyratex that Supplier has
undertaken measures to eliminate, to the extend reasonably practicable,
disruption to Supplier’s internal systems and processes involved in performing
services as provided in this agreement as a result of or due to the date change
from and between December 1999 and January 2000, and due to the year being a
leap year.


 


CLAUSE 21.                           TOOLS


 


Where
the Order includes the provision of tools, including the materials and property
referred to in Section 5, to be used by the Supplier for the manufacture of
Goods or supply of Services to the Specification, the following shall apply.
Any tools, materials and property supplied by Xyratex shall be inspected by
Solectron and, subject to acceptance of the foregoing, Solectron shall accept
risk and responsibility.


 


10

















 


1)
Such tools and related documents shall:


 


a)
become and remain the property of Xyratex;


 


b)
be marked with an appropriate number provided by Xyratex;


 


c)
not be mortgaged or encumbered in any way;


 


d)
be used, subject to the approval of Xyratex, only for the manufacture of Goods
for Xyratex;


 


e)
be warranted by Supplier capable of producing to the Specification;


 


f)
be regularly serviced, maintained, repaired or replaced as necessary for their
agreed life at the cost, except when in the possession of Xyratex, and any such
replacement tools shall become and remain the property of Xyratex;


 


g)
not be moved by the Supplier from its premises, or modified in any way, without
the prior approval of Xyratex; and


 


h)
be made readily available for inspection by Xyratex at all reasonable times.


 


i)
tools consigned by Xyratex for use by supplier shall be warranted by Xyratex as
fit for purpose. Any maintenance, repair or replacement required will be the
responsibility of Xyratex.


 


2)
The Supplier shall be responsible for all damage to property or death or injury
to persons arising from use or possession of the tools and shall indemnify
Xyratex against all related claims or damages.


 


3)
The Supplier upon request from Xyratex, and at no cost to Xyratex, except for
reasonable delivery charges, shall deliver the tools and related documentation
to Xyratex. In the event that the Supplier:


 


(a)
fails to comply promptly with such request; or


 


(b)
is unable to continue production; or


 


(c)
is in the process of actual or impending insolvency, receivership and/or
liquidation; or


 


(d)
is in breach of the Order;


 


then
Xyratex shall have the right to enter the Supplier’s premises and take
immediate possession of the tools and related documents, and the Supplier
expressly waives any rights or remedies it may have with regard to such tools
and related documentation including, but not limited to, any rights to notice


 


11

















 


and
a hearing, undertaking or surety which might otherwise be required to be given
to the Supplier before any writ or court order may be issued or become
enforceable. The Supplier shall notify Xyratex promptly of any of the events
described in (b) or (c) above.


 


CLAUSE 22.         PAYMENT
TERMS


 


Supplier
invoices, acceptable to Xyratex will be paid [xxx].


 


CLAUSE 23.         LANGUAGE


 


English
shall be the language for all means of communication between the Supplier and
Xyratex in any matter concerning the Order.


 


CLAUSE 24.         APPLICABLE
LAW


 


The
Order shall be governed by the laws of England, whose courts shall be the
exclusive courts of competent jurisdiction, or by the laws of the country from
which the Order originates at the sole discretion of Xyratex.


 


CLAUSE 25.         TERM AND REVIEW


 


This
Trading Agreement shall commence on 1st November 2003 and shall
remain in effect indefinitely, subject to the Termination provision (Clause 26)
being exercised by either party.


 


CLAUSE 26.         TERMINATION OF TRADING AGREEMENT


 


This
Trading Agreement may be terminated by:


 


•
either party giving [xxx] written notice to the other.


 


Either party shall have the
option to terminate the order in part or in full should the following occur:


 


1)
The filing of any voluntary petition in bankruptcy by the Supplier, or the
filing of an involuntary petition by the Supplier’s creditors;


 


2)
The appointment of a receiver to take possession of substantially all of the
Supplier’s assets;


 


3)
The execution or other judicial seizure of all or substantially all of the
Supplier’s assets;


 


12

















 


The termination of this Trading Agreement
shall not affect or impair any rights obligations under any, then pending
purchase orders in existence prior to such termination or expiration, nor shall
it relieve any portion of any obligation or liability incurred hereunder or
thereunder prior to such termination or expiration, nor shall it effect or
impair the rights of either party arising out of this Trading Agreement prior
to such termination or expiration. Except as expressly provided therein or as
otherwise agreed upon by the parties in writing at the time of the termination.


 


CLAUSE 27.         CHANGES
TO THE TRADING AGREEMENT


 


Any
change to this Trading Agreement shall be recorded and re-issued.  Notice of any request for change by either
party is to be submitted in writing to the other and shall include, but not be
limited to:


 


• a
definition of the proposed change;


• a
statement of action needed to implement the change; and


• the
necessary changes to the scope of Goods and/or Services.


 


Following
notice of any requested change, until such time as change may be agreed by the
parties, the existing terms and conditions of this Trading Agreement shall
prevail.  The request for change shall
be reviewed without unreasonable delay.


 


CLAUSE 28.         CONTINUITY
OF SUPPLY


 


The
Supplier undertakes to provide a minimum of six months notice of obsolescence
of the Goods or constituent parts, supplied pursuant to the Xyratex Order(s) or
parts thereof required for the manufacture of the Goods detailed in the
Order(s).


 


The
Supplier shall advise Xyratex forthwith of any factors or circumstances which
shall or are likely to, affect the continuity of supply of Goods and/or
Services. Whereby six months notice is not forthcoming from component
manufacturers then Solectron will advise the maximum possible notification in
these instances.


 


CLAUSE 29.         ACKNOWLEDGEMENT AND ACCEPTANCE OF PURCHASE ORDERS


 


For
the term of this Trading Agreement the Supplier shall acknowledge, in writing,
and confirm the acceptance of all orders within (3) working days of receipt of
the Purchase Order.


 


CLAUSE 30.         SURVIVORSHIP


 


The
provision and obligations to Clauses 4 (Title), 7 (Early Delivery), 8 (Quality
Warranties), 9 (Successors & Assignment), 11 (Termination), 12 (Insurance),
13 (Confidential Information), 16 (Intellectual Property Rights), 19 (Harmful
Code), 20 (Product Date Compliance), 21 (Tools), 22 (Payment Terms), 24
(Applicable Law)


 


13

















 


and
shall survive any such termination or cancellation of this Trading Agreement
for what ever reason.


 


CLAUSE 31.         APPENDICES
TO TRADING AGREEMENT


 


Appendices
are to be added to this Trading Agreement (in the form of official amendment)
by mutual consent. Such appendices will cover Service Level Agreements and
Supply Quality Requirements specific to the individual business unit of Xyratex
Technology. These documents are to be added after conclusion of the Trading
Agreement.


 


14

















 


Appendix One


 


Solectron Technology Singapore Private
Limited:


 


Solectron Singapore Pte. Ltd.

    138 Joo Seng Road

    Singapore 368261

    Tel: (65) 6378-4355


 


Solectron Technology Singapore Pte. Ltd.

    12 Kallang Way

    Singapore 349216

    Tel: (65) 6841-1888


 


 


Solectron Technology (Malaysia) Sdn.
Bhd:


 


Solectron Technology, Sdn. Bhd.

    PLO 226A, Kawasan Perindustrian Senai Fasa III

    81400, Senai

    Johor

    Malaysia

    Tel: (607) 559-2225


 


Solectron Technology, Sdn. Bhd.

    Plot 13, Phase IV

    Prai Industrial Estate

    13600 Prai

    Penang

    Malaysia

    Tel: (604) 507-5600


 


Solectron Malaysia Sdn. Bhd.

    No. 2736 Mk1, Lorong Perusahaan, Baru 2

    Prai Industrial Estate

    13600 Prai

    Penang

    West Malaysia

    Tel: (604) 398-6808


 


Solectron (Shenzhen) Technology Co:


 


Solectron (Shenzhen) Technology Co., Ltd.

    3, Tian Fu Road

    Tong Fu Yu Industrial Park

    Shenzhen

    PRC, 518103

    Tel: 86 (755) 7314188


 


15

















 


Solectron (Suzhou) Technology Co Ltd:


 


Solectron (Suzhou) Technology Co., Ltd.

    No. 9, Suqian Road

    China-Singapore Suzhou Industrial Park

    Suzhou, Jiangsu

    PRC, 215021

    Tel: 86 (512) 6761-2300


 


PT Solectron Technology Indonesia:


 


PT Solectron Technology Indonesia

    Blk 515 JI Rambutan

    Muku Kuning, Batam 29433

    Indonesia

    Tel: 62 (80) 611660


 


Xyratex Technology Limited:


 


Xyratex Technology Limited


Langstone Technology Park


Langstone Road


Havant,


Hampshire PO9 1SA


England


 


Xyratex (Malaysia) Sdn. Bhd:


 


Xyratex (Malaysia) Sdn. Bhd.

Lots 34 & 37


Persiaran Bunga Tanjung 1


Senawang Industrial Park


70400 Seremban


Negeri Sembilan, Malaysia


Tel: 60 6679 5400


 


Xyratex
Sacremento:


 


Xyratex Technology.

840 Embarcadero Drive


Suite 80


West Sacremento


California


95605-1503


USA


Tel:
916 375 8181


 


Xyratex San
Jose:


 


Xyratex Technology.
2031 Concourse Drive


San Jose


California


95131-1727


 


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USA


Tel:
408 894 0800


 


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