$B:9=P?M(B: Toru Ishikuma
$BAw?.F|;~(B: 2008$BG/(B12$B7n(B18$BF|LZMKF|(B 20:53
$B08@h(B: 'Glaeser, Philipp'; 'Koerte, Jost'
$B#C#C(B: Regis Houllier
$B7oL>(B: RE: Changed OEM Contract

$BE:IU%U%!%$%k(B: HGCSLD - Gaschromatograph 071001.htm
Dear Dr. Koerte and Mr. Glaeser,
 
 
(1) I checked whether the proposal "taking back 10 units" is possible or not.
 
Unfortunately, I found that this would kill Yamatake Europe under restrict control of auditor and tax authority in Belgium.
Please allow me to disclose our internal problem.
In 2003, Yamatake Europe took back some units of products from one of its customers because the customer had too much inventory. Those products had been sold to the customer in 2002 and 2003. Yamatake paid some money as credit after taking back. Auditor found this and gave us an extreme caution which said ;
 
Taking back goods with some payment (or move of inventory value) from purchaser of the goods to supplier of the goods is illegal action that supplier makes sales and profit by the same subject goods two times or more.
Rolling selling/purchasing cycle on the goods which was sold once could create virtual (illegal) sales and profit, then strictly forbidden.
 
This action was almost reported to the authority at that time, but with our clear declaration not to do anymore, report was not made. But since then, we have been monitored and checked that point every half year.
Yamatake financial consolidation takes place every six months. The sales of those 10 units were clearly reported as part of our 1Q financial result in public.
If we did "taking back" again, Yamatake Europe would  be reported.....
 
This option is not possible.
 
 
(2) Re-selling to other Yamatake partners.
 
I checked distributors of Yamatake in other countries to see if any of them need even a unit urgently.
But none of them does need HGC at this moment.
Even if somebody wants, he/she needs to buy it from RMG, not from Yamatake, so that RMG inventory can be reduced. We have to clarify why RMG is supplier of Yamatake HGC (not PGC6000) which takes huge amount of time also. They may not want to buy it neither from warranty view point.
 
So this option is not executable.
 
 
(3) Re-selling to customers in Germany
 
Because Yamatake does not have HGC distributor in Germany, it is possible without any conflict that RMG re-sells some of HGC303 (not PGC6000 yet), as a exceptional case. Some customers might be confused why RMG is selling Yamatake HGC under "Yamatake brand name". But German customer will know PGC6000 embedded HGC soon or later as presentation material Dr. Zajc prepared shows.
 
This option is possible. RMG may need time (a month or more) before selling/shipping HGC to anybody. It may not happen within this month.
 
 
(4) Formal explanation of the situation to RMG share holder and auditor
 
It is really true that neither of RMG nor Yamatake could foresee we would encounter those technical issues even when the 10 units were shipped January and February 2008. These deliveries were changed from 2007 by a request from Dr. Koerte (as attached) because system integration needed a little more time (I thought).
 
I noticed that technical Q&A (HGC internal register, internal flag and clock) started in end of December 07 and beginning of January 08. But after the answers were provided to RMG on Jan 15, no news (nor request for suspending shipment) retuned from RMG until the meeting in Butzbach June 4, 2008. In that meeting, we heard the three technical issues for the first time.
Technical difficulty was found, unfortunately, while all the other marketing, sales and inventory activities were being proceeded.
 
I believe that RMG can explain this to anyone who may have a question about 23 units inventory.
Since solution has been found and is being tested, according to Dr. Grexa, RMG will be able to start shipping it soon in 2009.
 
If you need any letter from Yamatake side to assist your explanation of  the situation, please let me know.
I can write the same as above.
 
 
Dear Dr. Koerte and Mr. Glaeser,
 
I am sorry I cannot satisfy your request. But this is really where we are. Both RMG and Yamatake didn't do anything wrong.
I really hope you find a way to overcome this situation.
 
 
 
Sincerely.
 
 
Toru Ishikuma
Managing Director
Yamatake Europe NV
Bosdellestraat 120/2
BE -1933 Zaventem

Direct: +32 (0)2 785 07 19
Mobile : +32 (0) 497 47 27 15
FAX : +32 (0)2 785 07 11
www.yamatake-europe.com
www.azbil.com

On October 1, 2008 the Yamatake Group became the azbil Group.
azbil Group---Leaping Ahead from Yamatake's 100 Years/Human-centered automation
 

From: Glaeser, Philipp [mailto:Philipp.Glaeser@rmg.com]
Sent: Monday, December 15, 2008 11:27 PM
To: Toru Ishikuma
Cc: Koerte, Jost; Regis Houllier
Subject: AW: Changed OEM Contract

Dear Mr.Ishikuma,

 

based on our telephone call today I want to summarise the past and the actual situation shortly:

 

We acquire in good faith parts from Yamatake that we could use as defined in the agreement. By doing that we paid the 25 units over the last 2 years. After testing the first units in the system we recognized some substantial technical problems in your software. This we posted to Yamatake by End of 2007. Quite a long times passed and a lot of effort was spend from our side to find a solution for the defects on your software by September 2008. Only after finding this solutions we came to the point were we are in the situation to sell the first systems.

Since today RMG abandon to claim the proven time and effort that are caused because of defects at products from Yamtake. This abandonment was illustrate und assure through Mr. K$B‹S(Bte to Mr. Ishikuma under the premise that we come to a friendly agreement regarding the new agreement.

The return delivery of the 25 already delivered unites in total or a significant number was claimed by Mr. K$B‹S(Bte in your meeting dt. 9th Sept. and our letter dt. 23th November.

 

To have a result on our inventory and find a way for partial compensation of our capital employed for this year we see the only solution for you to the take the 10 unites delivered this year back. This unites were sent by Yamatake even though we posted the technical problems. Saying that I really appreciate your proposal for pushing marketing and having a re-planning meeting by mid of this year to define the next order quantities. This would give us the base to move on together !

 

 

Mit freundlichen Gr$B!&(Bsen / With best regards

 

Philipp Gl$BgT(Ber

Leiter Materialwirtschaft/ Procurement Director

 

RMG MESSTECHNIK GMBH

Otto-Hahn-Strasse 5

D-35510 Butzbach

 

Phone +49 (0)6033 897 - 188

Fax +49 (0)6033 897 - 192

Mobil +49 (0)172 6336355

E-Mail philipp.glaeser@rmg.com

Internet www.rmg.com

 

 

Von: Toru Ishikuma [mailto:TIshikuma@yamatake-europe.com]
Gesendet: Mittwoch, 10. Dezember 2008 17:31
An: Glaeser, Philipp
Cc: Koerte, Jost; Regis Houllier
Betreff: RE: Changed OEM Contract

 

Dear Mr. Glaeser,

 

I am sorry I could not reply to your e-mail last week.

I had to check some points internally in azbil (Yamatake) group.

 

Since multiple issues are raised in our discussion and corresponding, regret to say, I could not find a perfect solution nor come to an agreeable point with your proposed letter and draft contract.

 

I understand your problem with 23 unit inventory. Here I can confirm that we also have same problem.

Based on the present contract, Yamatake had already scheduled and prepared parts and completed units for the volume of 25 sets per year in our factory before we started working on solution of those three technical issues found in May 2008.

 

To be more precise, contract volume and the shipped units are .....

 

 

The first year (up to Mar 2008)

Yamatake shipped 20 units

10 in Dec 2006

5 in Aug 2007

5 in Jan 2008

5 in Feb 2008

 

This was perfectly in line with the contract.

 

 

The second year (Apr 2008 to Mar 2009)

Yamatake shipped 0 units

 

Dr. Koerte told me in the last meeting in Butzbach that the next call off order will be 2Q 2009.

But this will not be a big volume. So 25 units are short.

 

 

This 2nd year gap caused big red figures already in 2008 Profit/Loss in Yamatake Europe, honestly speaking.

We also have to explain to our auditor about these pending shipments in spite of the existing contract.

 

But I do not want to ask any compensation for this to RMG. This happened due to technical subjects which both RMG and Yamatake could not foresee at the time of contract. Yamatake will explain this to auditor and find a way to survive under this severe conditions. I really would like to accelerate the business with RMG immediately after these tech issues solved (almost there, I think).

 

****

 

The reasons why I proposed an amendment of the contract are ;

 

(1) to update prices

(2) to re-set the starting point as April 2009 when next call off order can be scheduled

(3) to position RMG as a top primary distributionship partner in Germany

 

Now you proposed replacing the contract, starting annual operation October 2009, then first call off January 2010.

As this is a huge re-direction of the business schedule and we are talking about the things of one year later, I would like to propose that RMG and Yamatake will have business re-planning meeting sometime in 3Q 2009, By referring marketing and sales actions of RMG 1Q and 2Q 2009, we can have more visibility for 2nd half 2009 and 2010 forecast and have more confident contract together then.

 

Yamatake would like to concentrate problem solving intensively at this moment which is the most important to enable launching the business, shipping the system and getting return of our investments. Once PGC6000 is ready, Yamatake protects you as a selected distributor in Germany as promised. New price is applied whenever RMG is ready to place the next order.

Let's move on together !!

 

 

Sorry for this long text, Mr. Glaeser.

 

Your understanding of this Yamatake view would be much appreciated.

 

 

Sincerely,

 

Toru Ishikuma
Managing Director
Yamatake Europe NV
Bosdellestraat 120/2
BE -1933 Zaventem

Direct: +32 (0)2 785 07 19
Mobile : +32 (0) 497 47 27 15
FAX : +32 (0)2 785 07 11
www.yamatake-europe.com
www.azbil.com

On October 1, 2008 the Yamatake Group became the azbil Group.
azbil Group---Leaping Ahead from Yamatake's 100 Years/Human-centered automation

 

 

From: Glaeser, Philipp [mailto:Philipp.Glaeser@rmg.com]
Sent: Monday, November 24, 2008 9:31 PM
To: Toru Ishikuma
Cc: Koerte, Jost
Subject: Changed OEM Contract

Dear Mr. Ishikuma,

 

Please find attached a letter of Mr. K$B‹S(Bte and me. I also attached the changed OEM contract with our changes marked yellow.

 

Today I send you the original letter together with 2 copies of the OEM Contract already signed by us. If you accept to the changes please send one copy signed by you back to us.

 

With Best Regards

 

Philipp Gl$BgT(Ber

Procurement Director

RMG GROUP . SERVING THE GAS INDUSTRY WORLDWIDE . www.rmg.com

RMG Regel + Messtechnik GmbH . Sitz der Gesellschaft Kassel .  Registergericht Kassel  HRB 13709
Geschaeftsfuehrung Dr.-Ing. Henning Baehren (Vorsitzender) . J. Herbert Arents . Rainer Bauer . Dieter Mussler . Dr. Angelika Westerwelle

RMG Messtechnik GmbH .  Sitz der Gesellschaft Butzbach .  Registergericht Friedberg  HRB 2535
Geschaeftsfuehrung Albrecht Jakob . Jost Koerte

RMG-Gaselan Regel + Messtechnik GmbH . Sitz der Gesellschaft Fuerstenwalde . Registergericht Frankfurt (Oder)  HRB 700
Geschaeftsfuehrung Rolf Modl .   Dieter Mussler

WAEGA Waerme-Gastechnik GmbH .  Sitz der Gesellschaft Kassel . Registergericht Kassel  HRB 2900
Geschaeftsfuehrung Eckhard Koenneker . Olaf Steinbach

RMG US Holding GmbH . Sitz der Gesellschaft Kassel .  Registergericht Kassel  HRB 14494
Geschaeftsfuehrung Dr.-Ing. Henning Baehren . Rainer Bauer . Dieter Mussler

Diese E-Mail enthaelt vertrauliche und/oder rechtlich geschuetzte Informationen. Wenn Sie nicht der richtige Adressat sind oder diese E-Mail irrtuemlich erhalten haben, informieren Sie bitte den Absender und loeschen Sie diese Mail. Das unerlaubte Kopieren sowie die unbefugte Weitergabe dieser Mail und der darin enthaltenen Informationen sind nicht gestattet.
Bitte beachten Sie, dass durch diese E-Mail keine rechtsverbindliche Willenserklaerung abgegeben wird. Sollten Sie eine solche erwarten, wenden Sie sich bitte an den Absender.

This e-mail may contain confidential and/or privileged information. If you are not the intended recipient (or have received this e-mail in error) please notify the sender immediately and delete this e-mail. Any unauthorized copying, disclosure or distribution of the material in this e-mail is strictly forbidden.
Please note that this e-mail is not legally binding. If you expect such a binding declaration, please contact the sender.