Supplementary Agreement to OEM Manufacturing Contract between Shandong Xiaoya Group Company Limited and TurboChef Technologies Inc.
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Summary
Shandong Xiaoya Group Company Limited and TurboChef Technologies Inc. have entered into a supplementary agreement amending their original OEM manufacturing contract. Under this agreement, TurboChef will purchase 5,000 additional commercial ovens from Xiaoya between April 2002 and August 2003, with specific pricing and sourcing terms. Xiaoya will handle most parts procurement, while TurboChef will supply certain U.S.-sourced components. Payment terms and responsibilities for shipping and sourcing are clearly defined. The agreement aims to eventually shift all parts sourcing to China/Asia, with Xiaoya retaining any cost savings from local sourcing.
EX-10.1 3 dex101.txt SUPPLEMENTARY AGREEMENT EXHIBIT 10.1 SUPPLEMENTARY AGREEMENT TO THE OEM MANUFACTURING CONTRACT Between Shandong Xiaoya Group Company Limited (hereinafter referred to as "Xiaoya") And TurboChef Technologies Inc. (hereinafter referred to as "TurboChef") After friendly negotiations, both Xiaoya and TurboChef enter into the following supplementary agreement which will be regarded as the legal supplement and amendment for the OEM manufacturing contract that was signed by both parties on May 19th, 2000. 1) From Apr. 2002 to Aug. 2003, Turbochef agrees to purchase 5,000 additional units of TurboChef C3 commercial countertop ovens (hereinafter referred to as "C3 oven" or "C3 ovens") from Xiaoya as per the attached Schedule B. Both parties may agree to amend the production schedule under mutually acceptable terms and conditions. The FOB QINGDAO, CHINA unit price for the first 2,000 C3 ovens (single phase US or single phase UK) is agreed by both parties to be ++ USDollars/unit, and the FOB QINGDAO, CHINA unit price for next 3,000 C3 ovens (single phase US or single phase UK) is agreed to be ++USDollars/unit. The unit price of a three phase oven shall be ++ USDollars/unit greater than the single phase unit price, as agreed to above. 2) As per agreement, Xiaoya is responsible for purchasing parts and components for C3 oven. However, TurboChef is responsible for purchasing and shipping parts to China that are only available in USA, which is called USA sourced parts and components. The price for USA sourced parts and components is CIF JINAN, CHINA price. The list and price for USA sourced parts and components are listed on the BOM (Schedule A). Each time TurboChef brings USA sourced parts and components from USA a meeting should be held between Xiaoya and TurboChef to review the list and make any changes to the items listed, prices and shipping costs. Invoices will be provided by both parties if required. As both TurboChef and Xiaoya desire to purchase all components from China/Asia sources, the goal is that Xiaoya will eventually source all USA sourced parts and components. Any USA parts and components sourced by Xiaoya and approved by TurboChef that cost less than USA BOM prices, Xiaoya has the right to keep the savings. Prior to purchasing any parts on TurboChef's behalf, Xiaoya will first utilize all the parts already purchased by TurboChef. 3) TurboChef will TT full price less cost of USA sourced parts and components to Xiaoya before shipment in lots, then Xiaoya will effect the shipments. 4) TurboChef will supply 3 phase purchasing parts to Xiaoya during the course of this agreement. SHANDONG XIAOYA GROUP CO. LTD. TURBOCHEF TECHNOLOGIES INC. CHAIRMAN: SHI SHOUGONG CHAIRMAN: JEFFREY BOGATIN /s/ Shi Shougong /s/ Jeffrey B. Bogatin - -------------------- ----------------------- (SIGNATURE AND STAMP, DATE) (SIGNATURE AND STAMP, DATE) [++ represents confidential treatment request]
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169.00 Original Contract May 00 Total Status as of Jan 2001 146.00 Same Parts 34.00 New Parts -23.00 Deleted Parts 157.00 Total Variance from May 00 contract Major Variances Axial Fan Circuit reaker Wire Harness contollers Quartz transformers new parts less deleted 1 hp motor seal ring wave guide Blower cap EMI Filter Total 5 Schedule B Delivery Schedule Units April 2002 200 May 2002 200 June 2002 225 July 2002 225 August 2002 250 September 2002 250 October 2002 275 November 2002 300 December 2002 300 January 2003 300 February 2003 325 March 2003 350 April 2003 375 May 2003 400 June 2003 400 July 2003 400 August 2003 225