Exhibit 4.9
DATED
1 st May 2004
(1) ASAT LIMITED
(2) TALENT FOCUS INDUSTRIES
LIMITED
(3) QPL LIMITED
SUPPLY
AGREEMENT
THIS AGREEMENT
is made on
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 (
“ASAT” );
(2) TALENT FOCUS INDUSTRIES
LIMITED , a company incorporated in Hong Kong with limited
liability whose registered office is at 2 nd Floor, QPL Industrial Building, 138
Texaco 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 2 nd Floor, QPL Industrial Building, 138
Texaco Road, Tsuen Wan, New Territories, HK (
“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. ASAT and the Sellers also intend to
jointly develop design of Products.
IT IS AGREED AS
FOLLOWS:-
1. DEFINITIONS AND
INTERPRETATION
1.1 Definitions
In this Agreement, the following
expressions shall have the meanings 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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“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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2
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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 costs and services
agreement dated 5 th 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 the preferred supplier of ASAT for
the Products and ASAT shall purchase and the Seller shall sell such
quantities of the Products as may be ordered by ASAT and confirmed
by the Seller from time to time under Clauses 2.2 to 2.4, subject
to the terms and conditions of this Agreement.
2.2 During the continuance of this
Agreement, ASAT shall, on the first Business Day of every month,
notify the Seller in writing of the estimated quantities of the
Products with frame type specified necessary for its operation for
the following 3 months to be delivered by the Seller to
ASAT.
2.3 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
”).
2.4 Upon the Seller giving the
Written Confirmation as referred to in Clause 2.3 and in the event
that the quotation is in line with the price set out in Clause 4.1
below, ASAT shall be obliged to purchase the Products for the
quantity set out in the Written Confirmation.
3. DELIVERY OF
PRODUCTS
3.1 Products shall be delivered by
the Seller to ASAT’s warehouse in Hong Kong which is
currently at 15 th Floor, QPL Industrial Building, 138
Texaco Road, Tsuen Wan, New Territories, Hong Kong or a designated
place in Hong Kong upon reasonable prior notice being given by
ASAT, which shall not be less than 3 Business Days prior to the
agreed date of delivery stated in the Written Confirmation as
referred to in Clause 2.3 above, but the time of delivery shall not
be of the essence and if the Seller is unable for any reason to
fulfil any delivery of the Products due to Force Majeure
(including, without limitation, shortage of raw materials or the
sudden shortage of manpower beyond the control of the Seller), the
Seller shall not be deemed to be in breach of this Agreement or
have any liability to ASAT. In case ASAT’s operation moved to
mainland China, the Seller agrees to deliver the Products to the
factory of ASAT in mainland China.
3.2 ASAT shall, within 7 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 Spec
