the original
supplier and handle the cancellation of such purchase orders.
33
Exhibit C:
Quality Assurance Agreement
AS AGREED BY THE PARTIES IN WRITING.
34
1.
EXHIBIT D:
LISTING OF CONSIGNED EQUIPMENT
REFER TO ACTUAL LIST OF CONSIGNED EQUIPMENT ACCORDING TO PRODUCTS TO BE
MANUFACTURED BY EMS.
35
2.
EXHIBIT E:
DEFINITIONS USED
·
"AFFILIATE" SHALL MEAN, WITH RESPECT TO ANY PARTY, ANY OTHER
PARTY DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL
WITH SUCH PARTY.
FOR PURPOSES OF THIS DEFINITION, "CONTROL" WHEN USED WITH
RESPECT TO ANY PARTY, MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER
TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH PARTY,
WHETHER THROUGH THE OWNERSHIP OF AT LEAST FIFTY PERCENT (50%) OF VOTING
SECURITIES, BY CONTRACT OR OTHERWISE; THE TERMS "CONTROLLING" AND "CONTROLLED"
HAVE MEANINGS CORRELATIVE TO THE FOREGOING. AN ENTITY WILL CEASE TO BE AN
AFFILIATE IF SUCH CONTROL RELATIONSHIP NO LONGER EXISTS.
·
"ALLOCATION SITUATION" SHALL MEAN A PRODUCTION CAPACITY
SHORTAGE OR COMPONENT SHORTAGE CAUSED BY AN EVENT SPECIFIED IN SECTION 23.1
(FORCE MAJEURE) OR INSUFFICIENT EMS MANUFACTURING CAPACITY OR INSUFFICIENT
AVAILABLE COMPONENTS WHICH AFFECTS SEVERAL EMS CUSTOMERS AND WHICH SHORTAGE
CAUSES EMS TO ALLOCATE MANUFACTURING CAPACITY SUPPLY AMONG EMS CUSTOMERS OR ANY
OTHER REASON THAT WILL AFFECT THE SUPPLY OF ANY PRODUCT.
·
"Approved Manufacturing and Product Development Location"
shall mean manufacturing location(s) approved by UTS in writing from time to
time for the manufacture of Products under this Agreement.
·
"AVL" SHALL MEAN A LIST OF APPROVED SUPPLIERS PROVIDED BY UTS
TO EMS.
·
"BUSINESS DAY" SHALL MEAN ANY DAY THAT EMS IS OPEN FOR NORMAL
BUSINESS AS DETAILED IN THE EMS ANNUAL CALENDAR OR ANY SUBSEQUENT UPDATES.
·
"CATASTROPHIC FAILURE" WILL BE DEEMED TO HAVE OCCURRED IF EMS
AND UTS BOTH DETERMINES THAT A PRODUCT DOES, OR IS LIKELY TO EITHER (I) CAUSE A
POTENTIAL SAFETY HAZARD TO USERS OF SUCH PRODUCT OR (II) OTHERWISE PRESENT A
RISK THAT EMS OR UTS COULD FACE LIABILITY ARISING OUT OF THE USE OF SUCH
PRODUCT. IN THE EVENT OF AN EPIDEMIC OR CATASTROPHIC FAILURE, THE PARTIES SHALL
COOPERATE TO IMPLEMENT THE PROCEDURE SET FORTH IN SECTION 17.
"Components" shall mean all raw materials, parts, and components incorporated
into the Products.
·
"CONSIGNED EQUIPMENT" SHALL MEAN CERTAIN SOFTWARE, TOOLS AND
EQUIPMENT THAT MAY BE CONSIGNED BY UTS TO EMS IN CONNECTION WITH THIS AGREEMENT.
·
"CONSIGNED COMPONENTS" SHALL MEAN CERTAIN COMPONENTS THAT MAY
BE CONSIGNED BY UTS TO EMS UNDER THIS AGREEMENT.
·
"Customer" shall mean customer of UTS who will be purchasing,
distributing, selling or using the Products.
·
"DELIVERY" SHALL MEAN EMS' DELIVERY OF THE PRODUCTS TO UTS AS
STIPULATED IN SECTION 8.
·
"DELIVERY DATE" MEANS THE DATE ON WHICH EMS IS TO AFFECT
DELIVERY OF THE PRODUCTS PURSUANT TO THE PURCHASE ORDER ISSUED BY UTS AND
ACCEPTED BY EMS PURSUANT TO THIS AGREEMENT.
36
·
"DELIVERY WINDOW" SHALL MEAN THE PERIOD OF TIME EXTENDING
FROM THREE (3)