EXHIBIT 10.3
CONTRACT MANUFACTURING & LEASING AGREEMENT
Among us, American Telecom Industries ATEL S.A., a corporation organized and
existing according to the laws of the Republic of Costa Rica, domicile in San
Xxxx, Costa Rica, in this act represented by its Authorized and General Manager,
Xx. Xxxxxx X. Xxxxxxx, married, licentiate in businesses administration,
neighboring of Miami, Florida, United States of North America (on and for
effects of this contract referred like the ATEL),
BY A PART
and SELECTRON, SA., a corporation organized and existing according to the laws
of the Republic of Nicaragua, domicile in Managua Nicaragua, in this act
represented by its General Manager with faculties of Authorized Mr. Xxxxx
Xxxxxxxxx, married, industrial engineer, neighboring of Managua, Nicaragua, (on
referred like the SELECTRON),
BY THE OTHER PART
CONSIDERING
First: ATEL is a corporation dedicated to the research and development of
cellular broadband vide phones, WLAN Access Point, PCMCIA Cards and other
related products.
Second: SELECTRON is corporation dedicated to the assembly of micro electronic
products and telecommunication equipment.
Third: ATEL desires that SELECTRON manufacture and assemble ATEL products,
therefore ATEL executes this contract in which SELECTRON leases the machinery
and property of the ATEL.
THEREFORE
The ATEL AND SELECTRON have agreed in executing the present Contract
Manufacturing & Leasing Agreement that be governed for the following
stipulations:
CLAUSE 1. Objective.-
ATEL in this Contract Manufacturing & Leasing Agreement gives the option to
purchase to SELECTRON the following machinery valued at of US$3,374,665.00
dollar:
A. Injection Molding Machinery.- SELECTRON will provide all the necessary
machinery, related auxiliary equipment and personal for the plastics injection
molding process. B. Surface Assembly Machinery.- SELECTRON will provide all
the necessary machinery, related auxiliary equipment for manufacture of
electronic circuit boards and personal. C. Automatic Final Assembly and
Testing Line. SELECTRON will provide all the necessary machinery, related
auxiliary equipment and personal for the production of its products, together
with the support of the test and AQL personal.
CLAUSE 2. Time limit.-
The duration of the present contract is 5 (five years) from the date of
execution, the term of this contract can be extended if both parts agree, or
until SELECTRON in the event decide to exercise the purchase option on the
machinery of this contract and has paid in full the total for the machinery.
CLAUSE 3. Xxxxx.-
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A. SELECTRON will pay to ATEL once SELECTRON initiates the production process
for ATEL, a monthly fee of US$ 10,000.00 ten thousand dollar. B. The
SELECTRON monthly fee will be deducted from invoices for manufacturing services
from SELECTRON to ATEL accordingly to the production of assembled goods carried
out by SELECTRON to ATEL, through a credit to the invoice submitted by SELECTRON
to ATEL for it is assembly of it products with the following discounts to be
applied on each product:
Broadband real time cellular phone US$ 2.00 Each Unit.
WLAN Access Point US$ 1.00 Each Unit.
PCMCIA Card US$ 1.00 Each Unit.
C. The payment or credit on each unit is in US dollars and can be paid in cash,
currency of the United States of North America.
CLAUSE 4. Form of Payment.-
A. SELECTRON will pay the leasing fee established by the price established in
clause 3B, carrying a credit to ATEL for future invoices submitted for the
assembly of the goods to ATEL from SELECTRON. If the leasing fees are not paid
or credited in the commercial invoice from SELECTRON to ATEL or payment via bank
wire transfer in a time limit of 60 days, SELECTRON will incur an late interests
fee of one and one half percent (1.5%) for months. Said interest are calculated
from the date of expiration of the time limit to pay and the date of effective
payment of the fee via cash or credit. B. All the payments or credits should
be made with a copy to the offices of both parties indicating when the payment
was made.
CLAUSE 5. Obligations of the SELECTRON.-
A. To give adequate periodic maintenance to the machinery.
B. To punctually make the payment or credits to ATEL.
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CLAUSE 6. Breach.-
If SELECTRON does not comply with the payment or credit to ATEL established in
clause 4(a) established in this agreement, ATEL can:
A. Terminate this contract with a 90 days notice (ninety days) from the date of
the expiration of the payment or credit on the part of SELECTRON, and to
withdraw the personnel and machinery leased without responsibility for ATEL. B.
ATEL can give for terminated, without responsibility for SELCTRON, the contract
manufacture agreement between SELECTRON and ATEL. C. To take any other legal
action.
CLAUSE 7. Entirety of the Contract.-
The present contract contains the totality of the agreements among the parties,
and includes all the discussions and prior agreements carried out among them in
relation to the agreement. Any modification or extension of the present
contract should be agree in writing and with the consent of both parts.
CLAUSE 8. Notifications.-
Any notification or delivery of documents required or authorized between the
parties, should be delivered in writing to the principal offices below:
ATEL: United States of North America, ATEL, INC., 0000 XX 000 Xx. Xxxxx Xxxxx,
Xxxxxxx. 00000.
SELECTRON: Central America facility, Kl. 13 new highway to Xxxx, Managua
Nicaragua.
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CLAUSE 9. Validation.-
Both parties are able to validate this contract before a Notary Public, and/or
to authenticate its dates and parties, without the obligation to notify the
other party or to require its presence. The party that requests this validation
or authentication should bear the corresponding expenses and fees.
IN FAITH OF WHICH, we sign the present contract in the city of Miami July 22,
the year 2002.
/s/ Xxxxxx X. Xxxxxxx
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American Telecom Industries ATEL S.A.,
/s/ Xxxxx Xxxxxxxxx
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SELECTRON, SA.
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