Exhibit 4.10
DATED
23rd day of June 2005
(1) ASAT LIMITED
(2) TALENT FOCUS INDUSTRIES
LIMITED
(3) QPL LIMITED
SUPPLY
AGREEMENT
THIS AGREEMENT
is made on 23rd day of June
2005
BETWEEN
(1) ASAT LIMITED , a company
incorporated in Hong Kong with limited liability whose registered
office is at 14 th Floor, QPL Industrial Building, 138
Texaco Road, Tsuen Wan, New Territories, Hong Kong together with
the factories that it or its affiliated company operate in
Dongguan, China commonly known as DG1 and DG2 (“ ASAT
”);
(2) TALENT FOCUS INDUSTRIES
LIMITED , a company incorporated in Hong Kong with limited
liability whose registered office is at Unit F, 17
th
Floor, CDW Building, 388
Castle Peak Road, Tsuen Wan, New Territories, Hong Kong (“
Talent Focus ”); and
(3) QPL LIMITED , a company
incorporated in Hong Kong with limited liability whose registered
office is at Unit F, 17 th Floor, CDW Building, 388 Castle
Peak Road, Tsuen Wan, New Territories, Hong Kong (“
QPLL ”)
RECITALS
(A) ASAT has been obtaining lead
frames manufactured by Talent Focus and QPL Limited over a long
period of time.
(B) The parties have agreed to set
out the terms and conditions in connection with the supply of lead
frames to ASAT in more detail.
IT IS AGREED AS
FOLLOWS:
1. DEFINITIONS AND
INTERPRETATION
1.1 Definitions
In this Agreement, the following
expressions shall have the meaning set opposite them unless the
context otherwise requires and terms used in this Agreement shall
have the same meanings as defined in the Shared Costs and Services
Agreement:
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“Agreement”
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this agreement
as executed by the parties hereto;
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“Business Day”
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a day,
excluding Saturdays, when banks in Hong Kong are open for
business;
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“Force
Majeure”
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in relation to
any party, any circumstances beyond the reasonable control of that
party (including, without limitation, any strike, lock-out or other
industrial action);
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“HK$”
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Hong Kong
Dollars;
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“Hong
Kong”
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the Hong Kong
Special Administrative Region of the People’s Republic of
China;
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“New
Companies”
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other companies
to be established which will be (direct or indirect) subsidiaries
or associated companies of QPL International Holdings
Limited;
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“Products”
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lead frames,
heat sinks, stiffeners, tools, spare parts and related products
from time to time manufactured by the Sellers;
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“QPLS”
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QPL Pte
Limited, a company incorporated in Singapore whose registered
office is at 150 Cecil Street, #09-03, AXA Life Building, Singapore
069543;
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“Sellers”
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QPLL, Talent
Focus, QPLS and New Companies and “Seller” means any of
them;
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“Shared Costs and Services
Agreement”
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a shared cost and services agreement
dated 5th October, 1999 between ASAT, QPL International Holdings
Limited and QPL Limited;
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“Specification”
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the
specification of the Products agreed in writing between the Sellers
and ASAT from time to time;
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2. SALE OF THE
PRODUCTS
2.1 During the continuance of this
Agreement, the Sellers shall be a core supplier of ASAT for the
Products, meaning that ASAT will provide Sellers with a right to
bid for all Products required by ASAT. ASAT shall purchase and the
Seller shall sell such quantities of the Products as may be ordered
and confirmed by the Seller from time to time under Clause 2.3,
subject to the terms and conditions of this Agreement.
2.2 Upon receiving written orders
from ASAT which shall specify the quantities, the type of Products
and the price (the “ Written Orders ”), the
Seller shall confirm in writing by the next Business Day following
receipt of the Written Orders as to whether they accept the orders
placed by ASAT (the “ Written Confirmation ”).
The Written Orders will call for delivery as required. Sellers will
accept all Written Orders within the forecast in Clause 4.1 and
which call for delivery at least 15 days from the date of the
Written Order, for which Safety Inventory listed on Attachment A
(as defined in Clause 4.1.2) is available to fill such Written
Orders. Sellers will use commercially reasonable efforts to accept
Written Orders in excess or forecasts or calling for delivery in
fewer than 15 days from the date of the Written Order.
Notwithstanding any provision herein to the contrary, ASAT will
have no obligation to place any Written Orders with Sellers, and
ASAT will have no commitment to purchase Products except pursuant
to a Written Order that has been accepted by Sellers.
3. DELIVERY OF
PRODUCTS
3.1 ASAT shall generally, within 14
Business Days of the arrival of each delivery of the Products at
ASAT’s premises, notify the Seller in writing of any defect
by reason of which ASAT alleges that the Products delivered are not
in accordance with the Specification and which should be apparent
on reasonable inspection. ASAT retains the right to notify the
Seller in writing of any defect by reason of which ASAT alleges
that the Products delivered are not in accordance with the
Specification after the products are being used in
production.
3.2 If ASAT fails to give such a
notice then the Products shall be deemed to have been accepted.
Notwithstanding the foregoing, acceptance of any Products will not
waive ASAT’s rights to any warranties of Sellers.
3.3 Without prejudice to Clauses 3.1
and 3.3 above, the Sellers guarantee that the Products in their
unprocessed form shall be free from rust and oxidation, and will
comply with ASAT’s Specification No. PR20501 and ASAT’s
standard minimum quality requirements for 12 months after the date
of delivery
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(subject to fair wear and tear),
provided that ASAT shall comply with MC30001 in respect of material
control requirements and the Products are kept in the premises of
ASAT and are kept under a well controlled environment with
temperature and relative humidity n
