Exhibit (10g) being the agreement to manufacture and sell equipment
between Web Press Corporation and Color Impact
International, Inc.
AGREEMENT
between
COLOR IMPACT INTERNATIONAL, INC.
and
WEB PRESS CORPORATION
THIS AGREEMENT is entered into between COLOR IMPACT INTERNATIONAL, INC.,
a corporation of the State of Washington, USA, (hereinafter referred to
as "CII"), having a place of business at 000 Xxx. X, Xxxxxxxxx,
Xxxxxxxxxx 00000, and WEB PRESS CORPORATION, (including WEB LEADER
INTERNATIONAL which is a wholly owned subsidiary of WEB PRESS CORP.) a
corporation of the State of Washington, USA, (hereinafter referred to as
"WPC"), having a place of business at 00000 00xx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxx 00000.
WITNESSETH
WHEREAS, CII has developed and manufactured various equipment for the
printing industry (hereinafter referred to as the "PRODUCTS") as
described in EXHIBIT A which is attached hereto and by its reference
made a part of this Agreement.
WHEREAS, CII and WPC desire to have WPC manufacture the PRODUCTS for
CII or alternatively for WPC to manufacture the PRODUCTS for WPC's own
sales, use and/or distribution under license from CII, under the terms
of this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. SUBJECT OF AGREEMENT
1.1. The subject of this Agreement is WPC's manufacture, marketing and
sales of the PRODUCTS on a long term basis under the terms of this
Agreement. Hereinafter, the terms "manufacture" and "produce" shall
mean the manufacturing, assembling, testing and packing for shipment of
the PRODUCTS by WPC for sale and shipment to CII or for WPC's own use,
sales and/or distribution under the terms of this Agreement.
1.2. CII hereby appoints WPC as CII's exclusive contractor for
manufacturing of the PRODUCTS for CII's use, sales and/or distribution.
Such use, sales and/or distribution by CII shall be restricted to the
territorial boundaries of INDIA, RUSSIA and CHINA.
1.3. CII hereby grants WPC the exclusive right to manufacture the
PRODUCTS on a world wide basis with the exception of INDIA. It is
understood that the prototype version of the PRODUCT was manufactured by
a press manufacturer in INDIA and that CII has previously granted that
manufacturer the right to manufacture said prototype version of the
PRODUCT for sale and use only within the territorial boundaries of INDIA.
1.4. CII hereby grants WPC the exclusive right to use, market, sell
and/or distribute the PRODUCTS in any country in the world except INDIA,
RUSSIA and CHINA.
1.5. At CII's sole option and without restriction, CII shall be free to
use, market, sell and/or distribute the PRODUCTS and/or appoint
distributors and/or agents to sell the PRODUCTS within the territorial
boundaries of INDIA, RUSSIA and CHINA.
2. THE PRODUCTS
2.1. The PRODUCTS are those listed and specified in the attached EXHIBIT
A.
2.2. The complete configuration of the PRODUCTS is described in the
attached EXHIBIT A.
2.3. Either CII or WPC may make requests to the other for desired
changes, enhancements or additions which effect the price of the PRODUCT
being sold to CII. Said requests shall be submitted to the other party
in writing and shall state the desired change(s), when the desired
change(s) are to take place and the estimated price increase (or
decrease) of the desired change(s) and said written request shall be
accepted in writing by an authorized representative of the other party
before the price change is implemented.
3. OWNERSHIP OF THE INTELLECTUAL PROPERTIES
3.1. CII shall retain the rightful ownership of the Intellectual
Properties contained in the design and the engineering drawings of the
PRODUCTS (CII's "know how") until such time as WPC has fully completed
its ten (10) year license fee payment obligations as stated in this
Agreement.
3.2. Following WPC's completion of said ten (10) year license fee
payment obligations, the rightful ownership of CII's Intellectual
Properties of the PRODUCTS shall be shared with WPC and each party
(without restriction) shall be permitted to manufacture, sell and/or
distribute the PRODUCTS independently of the other.
3.3. All drawings and documentation of the PRODUCTS and/or CAD drawings,
their accompanying documentation and software, shall remain the sole
property of CII for the duration of this Agreement.
3.4. Any and all modifications to the original PRODUCTS' design shall
also be the exclusive property of CII regardless of whether CII or WPC
initiates and/or incorporates those design modifications. CII's legal
ownership of these modifications shall not be shared with WPC until WPC
has completely fulfilled its license fee payment obligations as
stipulated in this Agreement.
3.5. All the PRODUCTS, as described in EXHIBIT A, including all
modifications there upon, are the original design of and exclusive
property of CII and these property rights shall not be shared with WPC
until WPC has completely fulfilled its license fee payment obligations
as stipulated in this Agreement.
4. LICENSING OF THE PRODUCTS
4.1. For a continuous ten (10) year period following the date of WPC's
shipment of the first PRODUCT(S) having a license fee due, WPC shall pay
CII a License Fee based upon the gross selling price of the PRODUCTS
paid by the end user /customer.
4.2. Said License fee payments shall be made by WPC to CII in the amount
of seven percent (7%) of the PRODUCTS' gross selling price to the end
user customer.
4.3. Said License Fee shall not be paid on those machines sold directly
to CII.
4.4. WPC shall not have the right to assign the sales or distribution
rights of the PRODUCTS to any other party or company unless CII is paid
the license fee on said sale(s) in accordance with the terms of this
Agreement.
4.5. In the event WPC fails to pay CII the minimum agreed upon license
fee of seventy thousand dollars ($70,000) in any twelve (12) consecutive
month period following the shipment date of the first PRODUCT during the
term of this Agreement, CII shall without restriction be free to appoint
other contractors to manufacture the PRODUCTS (or components) in any
country in the world and CII shall without restriction be free to use,
sell and distribute said PRODUCTS in any country in the world.
4.6. In the event WPC makes a sale or sales of the PRODUCTS to a third
party, without reporting the transaction(s) to CII, thus avoiding the
payment of the License Fees due CII, as a penalty WPC shall pay as
punitive damages to CII, 5 (five) times the License Fee payment normally
due CII, as defined in this Agreement.
4.7. The gross selling price (upon which license fee payments shall be
computed) shall NOT include freight, customs duties, or other federal or
local taxes that are borne by the end user / customer; nor shall it
include the Agent's selling fee providing said selling fee does not
exceed fifteen percent (15%) of the gross selling price, nor shall it
include installation charges providing those installation charges do not
exceed four percent (4%) of the gross selling price. In the event said
Agent's fee exceed fifteen percent (15%) of the gross selling price, the
license fee will be paid on the amount in excess of fifteen percent
(15%). In the event said installation charges exceeds four percent (4%)
of the gross selling price, the license fee will be paid on the amount
in excess of four percent (4%).
4.8. For foreign sales (those outside the territorial boundaries of the
United States of America) WPC's payment of the license fee shall be made
in full to CII within ninety (90) days of shipment of the products from
the manufacturing facility.
4.9. For domestic sales (those within the territorial boundaries of the
United States of America), WPC's payment of the license fee shall be
made in full to CII within sixty (60) days of shipment of the PRODUCTS
from the manufacturing facility.
4.10. In the event WPC delays making a license fee payment for more than
thirty (30) days past the due date(s), as stipulated in this Agreement,
CII shall have the right to terminate this Agreement as provided for in
this Agreement.
5. PURCHASE OF THE PRODUCTS BY CII
5.1. During the entire period of time in which WPC is obligated to pay a
license fee to CII, CII may place purchase orders with WPC for the
PRODUCTS and upon those purchase order's acceptance by WPC, WPC shall
produce for CII the PRODUCTS as listed and described in EXHIBIT A of
this Agreement.
5.2. In the event WPC finds any reason NOT to sell the PRODUCTS to CII
under the terms of this Agreement, then nonetheless, WPC must accept
CII's purchase orders for (and WPC must sell to CII) at least twenty
percent (20%) of the total WPC production of the PRODUCTS providing CII
wishes to purchase and CII's purchase orders conform to the terms of
this Agreement.
5.3. Purchase orders (for the PRODUCTS) placed by CII with WPC shall
state the purchase order number, the date, the configuration of the
PRODUCTS as specified in EXHIBIT A, the quantity of PRODUCTS, the price,
the terms of payment and the shipment date. Said purchase orders shall
be in writing and shall be signed by an authorized representative of
CII.
5.4. Within thirty (30) days of WPC's receipt of a CII purchase order
(for the PRODUCTS) WPC shall fax (and at the same time, place in the
mail) written notification to CII at both its American and Russian
offices stating WPC's acceptance or refusal of said purchase order and
this notification shall be signed by an authorized representative of
WPC.
5.5. In case of force majeure circumstances (natural disaster, fire,
war, civil or political upheaval, etc.), the time of fulfillment of this
Agreement's obligations is extended for the period of time equal to that
during which such circumstances last, and the parties agree to revise
the terms of this Agreement on the basis of mutual profitable
cooperation, but if longer than ninty (90) days, applicable purchase
orders may be terminated.
5.6. Both WPC and CII agree that CII may purchase from WPC the PRODUCTS
as listed in EXHIBIT A. The price paid by CII shall at CII's option, be
either WPC's manufacturing cost plus thirty three percent (33%) or the
prices listed in EXHIBIT A as adjusted every six (6) months to reflect
increase/decrease in the U.S. department of Labor's machinery
manufacturing cost index.
5.7. As an expedience (in order to conclude this agreement as soon as
possible) so that WPC can immediately begin filling orders for the
PRODUCTS, the prices of only the R-11 and R-44 have been finalized. It
is agreed by both parties that within twelve (12) months of the signing
of this Agreement, WPC shall submit firm prices for the complete range
of PRODUCTS as listed on EXHIBIT A and that said price submission shall
be in line with the prices already quoted .
6. TERMS OF PAYMENT
6.1. Payment in full for CII's purchase of the PRODUCTS from WPC shall
be made in the form of CII's confirmed irrevocable international letters
of credit issued from CII's bank to and confirmed by a U.S. bank
designated by WPC. Said letters of credit shall be payable upon
presentation of shipping documents. The terms of payment may be altered
only with the execution of a separate written agreement signed by
authorized officers of both CII and WPC.
6.2. WPC's acceptance of a purchase order from CII shall state the exact
bank and account number to which funds are to be sent. WPC shall place
this information and the acceptance signature in the appropriate spaces
provided on each accepted purchase order (before returning it to CII) as
confirmation of the purchase order's acceptance.
6.3. CII shall submit its letters of credit to WPC's bank sixty (60)
days prior to the PRODUCTS' shipment date as stated on CII's purchase
order or alternatively, sixty (60) days prior to any mutually agreed
upon advanced shipment date. Letters of Credit confirmed less than
sixty (60) days prior to the requested shipping date may be cause for a
shipment delay.
6.4. Letter of credit payments shall be in accordance with the prices as
stated in the corresponding purchase orders issued by CII and accepted
by an authorized representative of WPC.
6.5. Payment shall be in dollars of the United States of America.
7. SHIPMENTS TO CII
7.1. All PRODUCTS CII purchases from WPC are understood to be mounted on
skids and loaded aboard an enclosed truck EX WORKS at WPC's
manufacturing facility in a manner satisfactory for domestic shipment.
7.2. WPC shall ship the PRODUCTS ordered by CII in accordance with
specific CII purchase order instructions.
7.3. WPC shall ship the PRODUCTS on or before the date of shipment
specified on each individual purchase order.
7.4. The date of shipment shall be the date that the PRODUCTS leave
WPC's manufacturing facility.
8. OBLIGATIONS OF CII
8.1. CII hereby agrees to disclose and transfer its "know how" of the
PRODUCTS to WPC under the terms of this Agreement.
8.2. CII's authorized representative(s) shall assist in the supervision
of drawing conversion to the English language.
8.3. CII accepts the obligation of fully evaluating all of WPC's
proposals for design, specification and technological changes in the
PRODUCTS which are intended to reduce the cost of manufacture, and to do
so without compromising the mechanical integrity of (or operational
efficiency of) the PRODUCTS. CII's evaluation analysis response
regarding said proposals shall be presented to WPC no later than 10
working days following the date of CII's receipt of WPC's official
written proposal(s).
8.4. CII shall be prohibited from assisting any company (other than WPC)
in the manufacture or sales of the PRODUCTS. In the event CII makes a
sale or sales of the PRODUCTS or if CII aids any other party other than
WPC in the production or sale of the PRODUCTS in any country other than
INDIA, RUSSIA and CHINA, as a penalty CII shall pay as punitive damages
to WPC, five (5) times the license fee payment normally due CII, as
defined under the terms of this Agreement. Such aid includes (but is
not limited to) providing of technical aid or production / manufacturing
drawings of the PRODUCTS.
8.5. CII shall provide a technically qualified representative to assist
WPC's personnel in the assembly and testing of the first production
prototype of perfecting units, 4-high perfecting units and folding units
as defined herein under EXHIBIT A.
8.6. To enable WPC to best manufacture the PRODUCTS, CII shall supply
machining drawings, assembly drawings, production documentation, and
"know how" to WPC.
8.7. CII shall provide a qualified engineer and/or technician to: *
assist WPC in any required conversions and understanding of the
CII supplied drawings, * assist WPC in solving any technical
problems involved in designing and manufacturing the required
special tooling for the initial production of the PRODUCTS, *
assist WPC in solving the initial technical problems involved in
manufacturing the PRODUCTS' component parts, * assist WPC in the
operational testing of the first batch of PRODUCTS, * assist WPC
in the first installation of the PRODUCTS.
9.RIGHTS OF WPC
9.1. For its world wide PRODUCT distribution system, WPC shall be
entitled to appoint sales agents and/or distributors in any country in
the world except INDIA, RUSSIA and CHINA.
9.2. It is understood by both parties that WPC wishes to manufacture
and/or sell the PRODUCTS (and perhaps other web offset printing presses
or components or derivatives thereof) directly or indirectly to end user
customers and not just to CII. Both parties acknowledge that this
Agreement provides for this "Direct Sales" arrangement and that under
the terms of this Agreement, WPC shall be free to make "direct sales" of
the PRODUCTS.
9.3. On a world wide basis, without restriction and without obligation
to CII, WPC may sell, market or distribute any item(s) other than those
listed as PRODUCTS.
10. OBLIGATIONS OF WPC
10.1. Within 30 days of receiving a written request from CII, WPC shall
surrender to an authorized officer of CII one complete set of copies of
all drawings (plus one complete set of "hard copies" and one complete
set of "software copies" of CAD drawings) concerning the PRODUCTS. This
request may be made only once in any one year period.
10.2. WPC shall be responsible for supplying all the necessary
design/engineering personnel, materials, manpower and machine tool time
for the manufacturing of the special tooling required to produce the
PRODUCTS.
10.3. WPC shall establish an e-mail and fax communication system in its
Kent, Washington office, provide for their every day support and pay for
all communications from WPC.
11. JOINT OPERATION
11.1. Whenever practical, CII together with WPC shall make mutually
agreed upon design changes and improvements in the PRODUCTS, especially
for:
* improvements in the quality parameters of the PRODUCTS;
* modifications in the PRODUCT components to enable a manufacturing
cost reduction;
* changes in the PRODUCT component materials to enable a
manufacturing cost reduction;
* changes in the specifications of the PRODUCTS to enable a manufacturing
cost reduction.
11.2. Both CII and WPC understand that errors will be made during the
drawing conversion processes, during the manufacturing processes, during
the assembly processes and during the testing processes. In the spirit
of mutual cooperation it is agreed that whenever possible, both CII and
WPC will strive to hold the resultant cost of these errors to an
absolute minimum. In the event of a CII caused drawing error that
results in a rectification cost exceeding five hundred dollars ($500)
both CII and WPC shall equally share in the cost of the mutually agreed
upon rectification measures.
12. CONDITIONS OF CONFIDENTIALITY
12.1. CII and WPC agree that all designs, drawings, layouts, production
documentation and manufacturing costs regarding the PRODUCTS, including
any details of this Agreement, are TRADE SECRETS and will not be shared
with parties outside of this Agreement without the written permission of
the other party.
12.2. For the purposes of production (including sub-contractor's
production), WPC shall make copies of drawings or documentation
regarding the PRODUCTS, but for other purposes, WPC may make copies only
with the expressed written consent of an authorized representative of
CII.
13. QUALITY CRITERIA AND WARRANTIES
13.1. WPC warrants that it will manufacture the PRODUCTS in accordance
with the drawings, materials specifications and production documentation
presented by CII.
13.2. WPC shall be responsible for the quality control of all component
parts of the PRODUCTS.
13.3. WPC shall be solely responsible for the manufacture, assembly,
testing and the placing on skids of the PRODUCTS .
13.4. CII warrants that: if the PRODUCTS (as defined within this
Agreement) are manufactured, assembled and adjusted in accordance with
CII's drawings, specifications and instructions, the resulting PRODUCTS
shall be capable of operating in accordance with the specifications
contained in CII's "ECLIPSE" advertising document attached hereto as
EXHIBIT B and by its reference made a part of this Agreement.
14. INDEMNITY
14.1. CII represents that it does not know of any adverse claims against
the design and manufacturing rights of the PRODUCTS which are the
subject of this Agreement, including trade secrets or industrial
proprietary rights of others, nor of any adversely held patents or
patent applications relating thereto. CII agrees to indemnify and hold
WPC harmless from all judgments recovered against WPC for infringement
of patent rights wherein the claim of infringement arises from, or
relates to, the manufacture of the PRODUCTS. WPC shall immediately
notify CII of any such claim(s), and CII shall have the option of
providing its own legal counsel to assist or to defend against any such
claim(s).
15. TERMINATION
15.1. Both parties confirm their best intentions to perform all
obligations, conditions and provisions of this Agreement.
15.2. Both CII and WPC hold the right to terminate this Agreement upon
any breach by the other party that is not cured within thirty (30) days
of receiving written notice (from the other) that such a breach has
occurred. Termination shall occur ninety (90) days after receiving
written notice of a breach, providing the breach is not cured within the
thirty (30) day period as provided.
15.3. In the event of termination, WPC shall completely cease the
manufacture and sales of any and all PRODUCTS and shall refrain from
further PRODUCT manufacturing continuance except for: present work in
progress, existing inventory, satisfying previously signed sales
contracts upon which down payments have already been taken or satisfying
its customers' demands for replacement parts for previously purchased
PRODUCTS.
15.4. In the event of termination WPC may retain and use drawings and
documentation only to the extent necessary to satisfy its customers'
demands for replacement parts for previously purchased PRODUCTS.
15.5. In the event of termination, all the PRODUCTS and their component
parts that contain no defects, which have been ordered by CII and have
already been produced by WPC, must be surrendered to CII in exchange for
CII's payment under the payment terms of this Agreement and at the
prices as provided for in this Agreement.
15.6. In the event of termination, all the component parts which have
been produced by WPC but which were not covered by purchase orders from
CII must be either surrendered to CII in exchange for CII's payment
under the terms of this Agreement and in accordance with the previously
agreed prices or, (providing WPC pays CII the license fee as stipulated
in this Agreement) maintained by WPC solely for satisfying its
customers' demands for replacement parts for previously purchased
PRODUCTS.
15.7. In the event this Agreement is terminated by either party, within
sixty (60) days following such termination, one copy of all drawings and
documentation (including hard copies and software copies) concerning the
PRODUCTS in the possession of WPC shall be surrendered to CII and
delivered to CII's Washington State address.
16. ASSIGNMENT
16.1. The rights, duties and obligations of the parties herein may not
be assigned by either party to any other person, firm or corporation
without the prior written consent of an authorized officer of the other
party.
17. GOVERNING LAW
17.1. This Agreement shall be governed by the laws of The State of
Washington, USA.
18. NOTICES
18.1. All notices, requests, demands and other communications under this
Agreement or in connection therewith shall be given to or be made upon
the respective parties hereto as follows:
COLOR IMPACT INTERNATIONAL
000 Xxxxxx X 00 Xxxxxxxxxxxx Xx., Xxxxx Xxxxx
Xxxxxxxxx, Xx. 98290 Xxxxxxxxxxx, Xxxxxxxxx, 000000
XXX, FAX (000)-000-0000 Russia, FAX (4232)-266-193
WEB PRESS CORPORATION
00000 00xx Xxxxxx Xxxxx
Xxxx, Xxxxxxxxxx, XXX
FAX (000)-000-0000
18.2. All notices, requests, demands and other communications given or
made in accordance with the provisions of this Agreement shall be in
writing delivered personally or by certified or registered mail with
return receipt, postage prepaid, addressed as specified in the preceding
paragraph.
18.3. Alternatively, notices may be given by FAX provided the received
FAX is signed by an authorized representative of the receiving party and
return FAXED back to the original sender.
19. THE AGREEMENT
19.1. This Agreement becomes effective on the day of signing by both
parties. The term of this Agreement is through completion of the
performances as stated herein and may be extended by written agreement
signed by authorized representatives of both parties.
19.2. This Agreement contains all representations, understanding,
conditions, warranties, covenants and agreements of the parties hereto
and supersedes any and all prior Agreements. Unless set forth herein,
neither party shall be liable for any previous representations made, and
all modifications and amendments hereto must be in writing, and signed
by duly authorized officers of both parties.
19.3. Each provision of this Agreement is severable and in the event
that any one or more thereof may be declared invalid, the remainder of
the Agreement shall nevertheless remain in full force and effect. The
failure of either party at any time to require performance by the other
party of any provision hereof shall not affect in any way the full right
to require such performance at any time thereafter.
20. LANGUAGE
20.1. This Agreement is written and executed in the English language.
In the event this Agreement is translated into any language other than
the English language for any purpose, the parties agree that the English
version shall be the governing version.
21. ARBITRATION
21.1. Any dispute, controversy or claim arising out of or relating to
this Agreement, that cannot be settled in an amicable manner, shall be
settled by arbitration in accordance with the statutes of the State of
Washington governing arbitration in effect on the date of execution of
this Agreement.
21.2. Either party may elect to initiate arbitration proceedings when
and if there is just cause.
21.3. The language to be used in any arbitration proceedings shall be
English.
IN WITNESS HEREOF, the parties have hereunto set their hands and seals
on the date herein stated. The officers whose signatures are on this
document have the authority to bind the parties.
COLOR IMPACT INTERNATIONAL, INC.
Its Secretary-Treasurer
/s/Xxxxxx X. Xxxx
___________________________________
Xxxxxx X. Xxxx
Date: March 28, 1998
WEB PRESS CORPORATION, INC.
Its President
/s/Xxxx Xxxxxx
___________________________________
Xxxx Xxxxxx
Date: March 20, 1998
EXHIBIT A, page 1 of 4
THE PRODUCTS
The PRODUCTS, as referred to in the attached EXHIBIT A, are different
models and components of the ECLIPSE web- offset-printing-press,
consisting of the following major components:
THE MAJOR COMPONENTS
A.1. - The printing module,
A.2. - The roll stand,
A.4. - The SD-14 folder,
A.5. - The printing unit base frame,
A.6. - The top module compensator,
A.7. - The upper drive shaft,
A.8. - The s-wrap rollers and brackets.
All ECLIPSE printing presses may be shipped with one or more of the
following ancillary and/or spare items:
THE ANCILLARY - SPARE ITEMS
A.11. - Main drive motor/controller, 35 Kw to 110 Kw (spec. no. 11-035,
11- 075, and 11-110),
A.12. - One time set of spares for a one to a three module press
(specification no. 12-120),
A.14. - One time set of spares for a SD-14 folder (specification no. 14-140),
A.15. - One time set of spares for a four to a six module press
(specification no. 15-150),
A.16. - One time set of spares for a seven to ten module press
(specification no. 16- 160),
A.17. - One time set of spares for a Roll Stand (specification no. 17-170),
A.18. - Main drive shaft with "U" Joints and guard/covers
(specification no. 18-180),
A.19. - Plate bending tool (specification No. 19-190).
The major components are described in detail below:
A.1. The Printing Module (the component parts of which are listed in
specification 1-100) is a completely assembled perfecting web offset
printing component capable of printing one color on each side of the web
of paper. When stacked one on top of the other (as in the R-22, R-44,
B-22 and the B-44), each additional Printing Module enables one
additional color on each side of the web of paper.
A.2. The Roll Stand (the component parts of which are listed in
specification 2-200) is a completely assembled paper roll unwind
component, which also serves as a support for the above mounted printing
module(s). EXHIBIT A, page 2 of 4
A.4. The SD-14 Half Folder (hereinafter referred to as the "SD-14 H.F.",
the component parts of which are listed in specification 4-400) is a
completely assembled component that cuts the web into sheets, folds the
sheets into either a standard (A-2) broadsheet newspaper or a (A-3)
tabloid newspaper and delivers the folded newspapers on its motorized
delivery table.
Optional attachments to the SD-14 folder are listed below:
A.4.1. The SD-14 Quarter Folder attachment (hereinafter referred to as
the "Q.F.", the component parts of which are listed in specification
4-410) is a completely assembled component that attaches to the SD-14
H.F. and (at full press speeds) folds the SD-14 H.F. sheet one
additional time, at right angles to the previous fold thus rendering a
magazine size, or postage mailing (A-4) size, product. When the Q.F. is
combined with the H.F., the resulting operational combination is
referred to as a SD-14 H.F./Q.F. folder.
A.4.2. The SD-14 Double Parallel attachment (hereinafter referred to as
"D.P.", the component parts of which are listed in specification 4-420)
is a set of component parts that are assembled into the SD-14 H.F./Q.F.
The D.P. renders the SD-14 capable producing an untrimmed double folded
product size of 144 mm X 450 mm at a folded copy rate of speed equal to
that of the H.F. but with two times as many pages as the H.F. When the
D.P. is combined with the H.F./Q.F. the resulting operational
combination is referred to as a "SD-14 H.F./Q.F./D.P." folder.
A.4.3. The SD-14 Cross Perforator attachment (hereinafter referred to as
the "Cross Perf.", the component parts of which are listed in
specification 4-430) is a set of component parts that are assembled into
the SD-14 H.F./Q.F. The Cross Perf. makes an intermittent cut across the
web which renders a Q.F. products acceptable for the production of
magazines and the D.P. products acceptable for the production of books.
When the Cross Perf. is combined with the H.F./Q.F. the resulting
operational combination is referred to as the "SD-14 HF/QF/Cross Perf.".
A.5. The Base Frame (the component parts of which are listed in
specification 5-500) is a component which serves as a support for the
above mounted printing modules.
EXHIBIT A, page 3 of 4
A.6. The Top Module Compensator attachment (hereinafter referred to as
the "compensator", the component parts of which are listed in
specification 6-600) is a set of component parts that are assembled on
top of the upper most printing module of a printing unit thus providing
the necessary means of adjusting the alignment of the printing unit's
printed image with the cut-off of the folder..
A.7. The Upper Drive Shaft attachment on the R-11 and B-22 units (the
component parts of which are listed in specification 7-700) is a set of
component parts that are assembled on the printing module of a R-11
printing unit or on the uppermost module of the B-22 thus making those
units' drive shafts align with the other models of ECLIPSE printing
units and folders.
A.8. The S-Wrap Rollers and Brackets (hereinafter referred to as the
"S-Roller", the component parts of which are listed in specification
8-800) are a set of component parts that are assembled on top of the
Compensator and provide for the passage of that unit's web as well as
the passage of other upper webs.
The major ECLIPSE components are assembled into the below listed
printing-unit configurations:
A.50. R-11 Printing Unit, (specification no. 50-500) consisting of.
One - A.1. Printing Module, (specification no. 1-100)
One - A.2. Roll Stand, (specification no. 2-200)
One - A.6. Compensator, (specification no. 6-600)
One - A.7. Drive Shaft, (specification no. 7-700)
One - A.8. S-Roller, (specification no. 8-800)
A.60. R-22 Printing Unit, (specification no. 60-600) consisting of:
Two - A.1. Printing Modules, (specification no. 1-100)
One - A.2. Roll Stand, (specification no. 2-200)
One - A.6. Compensator, (specification no. 6-600)
One - A.8. S-Roller, (specification no. 8-800)
A.70. R-44 Printing Unit, (specification no. 70-700) consisting of:
Four - A.1. Printing Modules, (specification no. 1-100)
One - A.2. Roll Stand, (specification no. 2-200)
One - A.6. Compensator, (specification no. 6-600)
One - A.8. S-Roller, (specification no. 8-800)
EXHIBIT A, page 4 of 4
A.80. B-22 Printing Unit, (specification no. 80-800) consisting of:
Two - A.1. Printing Modules, (specification no.1-100)
One - A.5. Base Frame, (specification no. 5-500)
One - A.6. Compensator, (specification no. 6-600)
One - A.7. Drive Shaft, (specification no. 7-700)
One - A.8. S-Roller, (specification no. 8-800)
A.90. B-44 Printing Unit, (specification no. 90-900) consisting of:
Four - A.1. Printing Modules, (specification no. 1-100)
One - A.5. Base Frame, (specification no. 5-500)
One - A.6. Compensator, (specification no. 6-600)
One - A.8. S-Roller, (specification no. 8-800)
PRICESof the PRODUCTS
DESCRIPTION PRICE, (US dollars) Date
A.1. - The printing module, (specification no 1-100). N/A 1/1/98
A.2. - The roll stand, (specification no. 2-200). N/A 1/1/98
A.4. - The SD-14 folder, (specification no. 4-400). N/A 1/1/98
A.4.1. Quarter Folder, (specification no. 4-410). N/A 1/1/98
A.4.2. Double Parallel, (specification no. 4-420). N/A 1/1/98
A.4.3. Cross Perf., (specification no. 4-430). N/A 1/1/98
A.5. - Printing unit base frame, (specification no. 5-500). N/A 1/1/98
A.6. - Top module compensator, (specification no. 6-600). N/A 1/1/98
A.7. - Upper drive shaft, (specification no. 7-700). N/A 1/1/98
A.8. - S-wrap rollers and brackets, (specification no. 8-800).N/A 1/1/98
A.50. R-11 Printing Unit, (specification no. 50-500) 60,045. 1/1/98
A.60. R-22 Printing Unit, (specification no. 60-600) N/A 1/1/98
A.70. R-44 Printing Unit, (specification no. 70-700) $181.496. 1/1/98
A.80. B-22 Printing Unit, (specification no. 80-800) N/A 1/1/98
A.90. B-44 Printing Unit, (specification no. 90-900) N/A 1/1/98
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