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Exhibit 10.6
CONTRACT
For
Applied Films TSIP Facility Phase-I
Between
Applied Films Taiwan Co., Ltd.
And
Wide Bond Construction Co., Ltd.
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CONTRACT AGREEMENT
for
TURN-KEY BUILDING PROJECT
This Agreement made the 30th day of August 2005
between Applied
Films Taiwan Co., Ltd.
1F, Building A, No. 3 Nan-Ko Rd. 7
Science Based Industrial Park
Tainan, Taiwan, 741, R.O.C.
(hereinafter called "the Employer") of the one part,
and Wide
Bond Construction Co., Ltd.
of 9F, No. 35 Kuang Fu North Road
Talpei, Taiwan, R.O.C.
(hereinafter called "the Contractor") of the other part
Whereas
(A) the Employer
requests that the Works known as - AF TSIP Facility - shall be
executed by and through the Contractor as a turn-key project. The
Employer
has
accepted a tender made by the Contractor for the design, execution
and
completion of the Works and the remedying of any defects
therein
(hereinafter called "the Project").
(B) the Contractor is
a construction company with the capability, experience
and
resources to execute and complete the Project in accordance with
this
Contract.
(C) the Employer is a
registered company at the Tainan Science Based Industrial
Park
and has an approved land lease application (Dali 1st Rd, land
11-3)
available and which will be the construction site.
The Employer and the Contractor agree as follows:
1.
Definitions
In this Agreement words and expressions shall have the same
meanings
as respectively assigned to them in the General Conditions
contained
in the FIDIC Silver Book Conditions of Contract hereinafter
referred
to as amended in the Particular Conditions.
Page 1/5
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2.
Contract
Documents
The Contract between the Employer and the Contractor shall be
deemed
to comprise the following documents and such documents shall in
interpreted and take effect between the parties, and any
inconsistencies shall be resolved, in the following order of
priority
and application:
(a) The memoranda
annexed hereto (which includes a breakdown of the
Contract Price);
(b) The Particular
Conditions of Contract annexed hereto;
(c) The General
Conditions of Contract annexed hereto;
(d) The Employer's
Requirements (Rev. B dated July, 30th 2005);
(e) The Contractor's
Tender (dated August, 3rd 2005); and
(f) The Minutes of
Meeting from July, 28th 2005 (dated August, 1st
2005).
(g) The Minutes of
Meeting from August, 15th to 19th 2005 (dated
August, 19th 2005).
3.
Contract
Scope
The Project is planned as a turn-key project based on the FIDIC
Silver
Book for EPC/Turnkey Projects (First Edition 1999-ISBN
2-88432-021-0,
English language) and shall provide the Employer with a fully
completed and operational manufacturing facility. The Project
includes the production building (goods receiving, stock,
disposition
area, assembly hall, packaging and shipping), office building,
gas/dangerous goods stock, one level parking place and all
necessary
equipment and utilities to operate the building.
4.
Project
Responsibility
The Contractor shall be solely responsible for and shall execute
and
complete all work and activities required in connection with
the
Project including professional design, engineering, approvals
(including post-completion approvals) and licenses,
sub-contracting
(where permitted), construction, hire of equipment, purchasing
and
delivery of materials, quality assurance, erection,
installation,
inspection, commissioning and performance testing of civil,
structure,
interior, MEP, air conditioning, HVAC, fire protection, site
works,
landscaping, utilities, plumbing, electrical, gas and otherwise
as
described in this Contract. The Contractor shall be solely
responsible
for the correctness, completeness and accuracy of all information
and
documents used or required in connection with the design and
the
Works.
5.
Contract
Price
The Employer hereby covenants to pay the Contractor, in
consideration
of the design, execution and completion of the Works and the
remedying
of defects therein, the total maximum guaranteed fixed price of
NTD
227,000,000 (in
