Exhibit 10.24

 

Logistic agreement between

 

congatec AG 
 Auwiesenstr. 5 
 94469 Deggendorf

 

and

 

EverFine Industrial Corp. 
 9F, No. 341, Sec 4 
 Zhong Xiao E. Rd. 
 Taipei, Taiwan

 

	
1.
    	
Scope of this agreement
    
	
 
    	
All ETX-, XTX- , COM-Express, Qseven modules,   Baseboards and Add-On-modules developed by congatec AG.
    
	
 
    	
 
    
	
2.
    	
Calculation
    
	
 
    	
congatec AG provides the necessary documents and   files, as well as information regarding quantity, lot size, package   type, etc. to work out an accurate calculation. EverFine will provide a   calculation within 14 working days for new projects and within 8 working days   for already existing projects. Holidays announced by both governments are not   included as working day. These periods of time may be extended if there are   missing details and congatec isn’t able to make them available in time.
    
	
 
    	
 
    
	
3.
    	
Frame Contracts
    
	
 
    	
For defined and released product groups, congatec AG   places frame contracts based on the current BOMs and the defined MOQ of 500   pcs, and the MOQ per BOM is 50 pcs required by the CM. Only for new products   or product groups is the MOQ reduced to 200 pcs, and the MOQ per BOM is 50   pcs. If there are no special agreements then the validity period of the contract   is 3 months. congatec AG has to buy back the unused components after the end   of this period. The purchasing of components that are indicated in each frame   contract is handled by congatec AG. Therefore, EverFine must place an order   for these components with congatec AG taking into consideration the lead   times. The stated price is based on the latest calculation minus the value of   the purchased components.
    


 











 

	
3.1.
    	
Calls
    
	
 
    	
The allocation will be done using calls which show   the referring frame contract number, the congatec P/N, the unit price, the   planned delivery date and also the delivery address. The prices of the calls   apply to the latest calculation and if there is any change EverFine informs   congatec AG within 8 working days. After the end of this term congatec does   not have to accept the changes.
    
	
 
    	
 
    
	
3.2.
    	
Sample production
    
	
 
    	
For new designs/new product introductions congatec   AG places purchase orders for sample production/pilot run, i.e. the quantity   is reduced to approximately 20 pcs — 30 pcs in order to optimize the design   costs and to benefit from the assembly environment. The CM needs to feedback   the DFM report. This is done so that the experiences gained from the pilot   production may be used to enhance mass production.
    
	
 
    	
 
    
	
3.3.
    	
The receipt of purchase orders and frame contracts   must be confirmed within 24h after the purchase orders have been placed.   Order confirmations indicating prices, quantities and delivery dates must be   provided within 10 days after the purchase orders have been placed and   additionally the corresponding calculation must be provided.
    
	
 
    	
 
    
	
 
    	
Since the EverFine ERP system can only indicate and   confirm the total quantity of the order, the overview “weekly production   schedule” (=MPS) must be sent every Tuesday by 5 p.m. (CET) in order to   provide an overview of the delivery dates of partial quantities. Furthermore,   the MPS has to also contain the information about if the PCB for the frame   contracts is already on stock.
    
	
 
    	
 
    
	
4.
    	
Demand planning
    
	
 
    	
By means of a forecast for ETX-, XTX- and   COM-Express modules, congatec informs EverFine about the estimated demand for   the next 6 months. This forecast will be sent monthly and should be used as a   tool for purchasing (e.g. unit package, frame contracts, price negotiations).Component   usage information:
    
	
 
    	
 
    
	
 
    	
Each quarter, EverFine must communicate to congatec   AG the remaining stock quantities of components as well as information about   the amount of used components.
    
	
 
    	
 
    
	
5.
    	
Inventory risk
    
	
 
    	
In case of product changes or altered demands,   congatec AG must pay for all components in the BOM that cannot be used within   5 months after the components have been on stock at EverFine. The prices are   based on the purchase prices from EverFine.
    
	
 
    	
 
    
	
 
    	
If there is a another customer demand EverFine will   sell these components in cooperation with congatec AG.
    
	
 
    	
 
    
	
6.
    	
Deliveries
    
	
 
    	
 
    
	
6.1.
    	
Method of delivery
    
	
 
    	
EverFine must arrange the shipment using those   logistic forwarders named by congatec AG. Only in urgent cases, and in   agreement with congatec AG, can the shipment be offered to another forwarder.
    


 

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6.2.
    	
Paperwork
    
	
 
    	
The package must include a delivery note, a   commercial invoice as well as a packing list for products with serial   numbers. Both the delivery note and the commercial invoice must list the   following information:
    
	
 
    	
 
    
	
 
    	
·      congatec P/N
    
	
 
    	
·      congatec part description
    
	
 
    	
·      process and purchase order no
    
	
 
    	
·      production order no
    
	
 
    	
·      quantity
    
	
 
    	
·      prices (only on the commercial   invoices).
    
	
 
    	
 
    
	
6.2.1.
    	
Exception of Paperwork — shipment by Air
    
	
 
    	
EverFine will send shipping advise by E-mail to   congatec AG’s stock clerk after delivery, so they are informed which item is   packaged in which carton.
    
	
 
    	
 
    
	
6.3.
    	
Direct shipments
    
	
 
    	
For direct shipments, congatec AG fills out the DSSF   form sheet with all the necessary information (i.e. recipient, customer’s   reference, transfer price, shipping method) and sends it to EverFine by   email.
    
	
 
    	
 
    
	
7.
    	
Impairment of deliveries
    
	
 
    	
Both contract parties have the duty to inform each   other if deliveries are delayed or if the delivery is incomplete. This   information must be communicated at least 3 working days before the confirmed   shipping date. Furthermore, both parties will take the necessary steps to   minimize the impairment resulting from delays and incomplete deliveries.
    
	
 
    	
 
    
	
8.
    	
Closing
    
	
 
    	
Calls/purchase orders can be closed by congatec AG   if EverFine is not in a position to deliver the remaining modules 3 months   after first shipment. congatec AG informs EverFine about this cancellation by   means of a weekly report before 2 weeks.
    
	
 
    	
 
    
	
9.
    	
Packaging
    
	
 
    	
congatec AG orders the desired type of package for   ETX-, XTX- „COM-Express and Qseven modules (single or multi packaging for the   modules) by placing purchase orders.
    
	
 
    	
 
    
	
10.
    	
Dead on Arrival (DOA) products // products impaired   by manufacturing problems
    
	
 
    	
For all DOA products and products impaired by   manufacturing problems congatec AG will request an RMA number and will return   the affected products using this number. The costs of the shipment must be   paid by EverFine.
    
	
 
    	
 
    
	
 
    	
In urgent cases, congatec AG reserves the right to   remedy defects on its own in order to be able to comply with customer   contracts. Claims for DOA products must be reported within 14 days of arrival   date. This time limit only applies to apparent but not to hidden flaws such   as bad PCB via hole problem. Existing Quality Assurance Agreement have   priority over any other agreement.
    


 

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11.
    	
Cost improvement
    
	
 
    	
Both parties use the open book policy and focus on   cost reduction for components and also for additional costs such as testing   and packaging.
    
	
 
    	
 
    
	
12.
    	
Invoice
    
	
 
    	
The term of payment agreed upon is: 30 days net for   both parties. Exceptions are possibly but must be agreed upon between both   parties.
    
	
 
    	
 
    
	
13.
    	
Changes to this agreement
    
	
 
    	
All changes shall be done in writing and both   parties must agree them. Seller is not allowed to transfer this agreement to   any 3rd Party without agreement with Buyer writing.
    
	
 
    	
 
    
	
14.
    	
Termination
    
	
 
    	
This agreement will be valid for 1 year from   contract date. Both parties can terminate this agreement in writing within   6months as of expiration of this agreement. This agreement will be automatically   extended on a yearly basis if no separate agreement is made in writing.
    
	
 
    	
 
    
	
15.
    	
Severability Clause
    
	
 
    	
Should any part of these Terms & Conditions   be rendered or declared invalid, such abrogation should not invalidate the   remaining regulations thereof, unless the discontinuation of certain clauses   disadvantages one contracting party to the extent that their adherence to the   agreement may no longer reasonably be expected.
    


 

 

	
Checked for congatec AG by: 
    	
Checked for EverFine by: 
    
	
/s/ Gerhard Edi
    	
 
    	
/s/ Marty Chen
    
	
 
    	
 
    	
 
    
	
Date   10/03/2009
    	
signature
    	
Date   02/21/2009
    	
signature
    
	
Revision:
    	
Valid from   10/03/2009
    	
 
    
					


 

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