Supplementary Agreement to OEM Manufacturing Contract between Shandong Xiaoya Group Company Limited and TurboChef Technologies Inc.
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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 additional commercial countertop ovens from Xiaoya between April 2002 and August 2003, with specific pricing and production schedules outlined. Xiaoya will source most parts, while TurboChef will provide certain U.S.-sourced components. Payment terms and responsibilities for sourcing and shipping parts are specified. The agreement aims for Xiaoya to eventually source all components locally, with cost savings retained by Xiaoya if achieved.
EX-10.22 10 dex1022.txt SUPPLEMENTARY AGREEMENT TO THE OEM MFG. CONTRACT EXHIBIT 10.22 Portions of this document indicated by an ++ have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment of such information. 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 19/th/, 2000. 1) From Apr. 2002 to Aug. 2003, Turbochef agrees to purchase ++ 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 ++ 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 ++ 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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5 Schedule B ---------- Delivery Schedule ----------------- Units April 2002 ++ May 2002 ++ June 2002 ++ July 2002 ++ August 2002 ++ September 2002 ++ October 2002 ++ November 2002 ++ December 2002 ++ January 2003 ++ February 2003 ++ March 2003 ++ April 2003 ++ May 2003 ++ June 2003 ++ July 2003 ++ August 2003 ++ [++ represents confidential treatment request]