Ou comment l'Industrie ne s'embarrasse pas de considérations politiques....
Voici le contrat signé entre la Ford motor Company de Detroit (Michigan, USA)
et le Conseil Suprême de l'Economie Nationale (V.S.N.H.) de l'URSS,
le 31 mai 1929. Il contient l'orthographe et les
erreurs d'origine. Dans le texte, K.D. signifie "Kilo-Dollars" soit "Mille Dollars". La virgule servant de séparateur de milliers dans la notation anglo-saxonne, 18,000 K.D. égale 18 000 000 $
Mais auparavant un extrait du bulletin d'information des usines GAZ de 1987
"En 1928, l'Union Soviétique produisait un véhicule pour
9 000 habitant, moins que la Belgique, les Pays-Bas, le Danemark, l'Espagne,
la Norvége et la Suisse.
Guidé par les mots de Lenin, disant que l'automobile avait une condition
particulière si elle couvrait les besoins de la majeure partie de la
population, le Partie élabora son premier Plan Quinquennal pour 1928-1932 qui
mettait particulièrement l'accent sur le développement de l'industrie d'automobile.
Il fut décidé de construire la première usine nationale d'automobile d'une capacité
annuelle de 100.000 véhicules à elle seule. On choisi pour cela l'emplacement
de Nizhni Novgorod (cette ville s'appelera GORKY durant l'ère soviétique -NDT) qui possédait déjà une industrie métallurgique avancée, une
main d'oeuvre qualifiée, des ressources suffisantes en bois de construction
et en eau et tous les équipements pour assurer le transport bon marché et des
produits semi-finis et finis.
Les spécialistes soviétiques manquaient d'expérience
dans le domaine de la construction automobile, en particulier dans la production
en chaîne. Les compagnies américaines, qui avaient à faire face à une crise
économique grave faisant rage dans le monde capitaliste, proposérent leur assistance
technique et mécanique pour la construction d'une usine, entièrement basée sur
du matériel importé des USA.
Cette solution fut rejetée mais, avec l'aide des
spécialistes et des conseillers américains, on développa la première étape d'un
projet de construction automobile nationale. L'emplacement fut choisi à proximité
du village de Monastyrka."
A G R E E M E N T
AGREEMENT made and entered
into this 31st day of May, 1929, by and
between the FORD MOTOR COMPANY, a Delaware corporation, having its principal
office at Dearborn in the State of Michigan, USA., (hereinafter called the "company"), the SUPREME COUNCIL
OF NATIONAL ECONOMY (V.S.N.H.), of the Union of Soviet Socialists Republics,
(hereinafter called "VSNH") acting through its Vice-chairman
VALERY I. MESHLAUK, its duly authorised representative, and the AMTORG TRADING
CORPORATION, A New York corporation, having its principal office at
261 Fifth Avenue in the State of New York, U.S.A., (hereinafter called "Amtorg"),
W I T N E S S E T
H,
WHEREAS, VSNH
through a special State Trust or Corporation,(hereinafter
called the "Trust"), to be organised for the purpose, is desirousof
erecting in the U.S.S.R. an automobile plant or plants for the manufacture therein of passenger automobiles
similar to the Ford Model "A" and of commercialtrucks
similar to the Ford Model "AA", with all improvements which may be embodied therein by the Company
during the term of this agreement and is desirous
of obtaining the technical assistance and advice of the Company with respect to the construction of said plant
or plants and the manufacturing process connected with the production of such
Ford cars and trucks;
WHEREAS, the Company
is desirous of giving the necessary advice and
rendering technical assistance to VSNH in the erection of such plant or plants and the production of said
cars and trucks and is prepared and disposedto
supply VSNH with complete units of such cars and trucks and/or parts thereof, during the term of this agreement
as required in the development of productionin
such plant or plants;
WHEREAS, the purchase
of Ford cars and trucks and/or parts andunits
thereof for the U.S.S.R., as herein contemplated are to be made by and through Amtorg.
NOW, THEREFORE, in consideration
of the premises and the mutualcovenants
hereinafter contained, the parties hereto agree as follows:
1. The Company hereby grants to VSNH for the period of this agreement an exclusive license to manufacture
, use and sell in the U.S.S.R., as nowconstituted,
under all present patents and future patents and inventions ownedor
controlled by the Company or its subsidiaries covering all materials and component parts or units of the
Company’s model “A” cars and Model “AA” trucks,as
well as the equipment, tools and processes and methods of production there of
together with the right of utilizing any and all inventions and discoveries embodied in patents obtained by
the Company in the United States or elsewherein
connection therewith, and of using any and all unpatented inventions, discoveries,
methods and processes of production employed by the Company in the production of said Ford cars and
trucks. Should the Company acquire
a patent or right under a patent from third
parties without the right of sub-licensing thereunder for U.S.S.R. , it shall use its best endeavours to
secure similar rights for VSNH.
All inventions and
improvements made during the period of this agreement
in Ford “A” and Ford “AA” models in the plant and plants of VSNH manufacturing
said models, shall be placed at the disposal of the company and the company
shall be granted licenses under any Letters Patent obtained for such inventions or Improvements.
2. Immediately upon
the execution of this agreement the Company agrees
to commence designing for VSNH a detailed plant layout and working project for the construction and
equipment of an assembly plant and body shop of
sufficient size and capacity to assemble one hundred thousand automobiles per year of the type of Ford model
“A” car and Ford model “AA” truck in two (2)
daily shifts of seven hours each , and as soon as possible thereafter furnish VSNH with a completed plant lay-out
and working project together with schedules and
specifications of machinery and equipment required to be installed therein,
operation sheets and detailed drawings of all sub-divisions of such assembly plant and body shop sufficient
to insure the successful and economical assembly on
the U. S. S. R. of said Ford models
3. As soon as required
by VSNH the Company shall furnish to VSNH two or more
complete sets of working drawings and designs of parts and assemblies and material analyses and specifications
covering all parts and components of the latest
Ford model "A" cars and Ford model "AA" trucks to be manufactured in the U.S.S.R., together with lists,
detailed description and detailed drawings of all special
equipment, apparatus, tools, jigs and fixtures used by the Company in the manufacture of said cars in
the U.S.A., as well as complete information asto
technical methods and processing specifications for the manufacture of said cars and trucks as herein contemplated
to insure the successful and economical manufacture
and assembly thereof in the U.S.S.R.
The Company shall also
keep VSNH fully advised during the term of this
agreement of all improvements in the design or methods of production of said cars and trucks and supply it promptly
with complete sets of working drawings and
all other information pertaining to such improvements concurrently with the introduction of such improvements
in the U.S.A.
It is understood that
VSNH shall have the right with the prior consent of
the Company, to make such modifications and alterations in the original design of the chassis of said Ford
models in the cars to be produced and sold in
the U.S.S.R., so as to make them applicable to the service and road conditions
prevailing therein. Changes in body design may be made nevertheless without the prior consent of the
Company, but the Company shall be at all times informed
thereof and shall further have the right to utilize in its own plants any improvements made in the Ford
model “A” and Ford model ”AA” by VSNH.
4. The Company agrees,
at the request of VSNH, during the term of thisagreement.
to supply and assign for services in the U.S.S.R. experienced andcompetent
technical personnel to advise and assist VSNH in the preparation of plans for the construction and
equipment and in the erection of manufacturing,assembly
and body plants and the installation therein of the equipment required therefore and for the instruction
of the technical personnel of VSNH and all the processes
of production connected withe the manufacture of said Ford models “A” and “AA”, so as to give the technical
personnel in the U.S.S.R. full opportunity to
utilize patents, inventions, discoveries and technical information of the Company.
The type of personnel
to be supplied by the Company shall be agreed upon
from time to time.
5. The Company agrees to
permit access to its plants, to not more than fifty
(50) in number during each year, to the engineers, foreman and other employes of VSNH for the purpose
of learning the methods and practice of manufacture
and assembly in the Company’s plants and for such purpose participating actively in the production of said
Ford cars and trucks therein. The salaries and
expenses of such men shall be borne and paid for by VSNH
The personnel assigned
by VSNH to the Company’s plants shall be governed
by the same rules and regulations applicable to the employes of the Company, it being understood that
the admission of such personnel shall be limited
to the usual working hours. All reasonable facilities for the study of the methods and practice of the
Company shall be granted to the men designated by
VSNH for such period of time as may be necessary to make such men competent in the manufacture of Ford cars
and trucks.
6. It is intended and agreed
that VSNH shall reimburse and pay the Company
for :
(a) Actual
costs (consisting of labor, material and overhead) incurred by the Company in preparing and furnishing
drawings, designs models and plans at the request of
VSNH.
(b) Actual salaries as paid by the Company in the U.S.A., together with travelling expenses of such personnel as may be sent by the Company to the U.S.S.R. at the request of VSNH
(c) Actual costs of service (consisting of labor and overhead)
to be rendered by the Company’s engineers designated specially for consultation as to projects of VSNH or any portion thereof.
7. In consideration of
the rights granted to VSNH hereunder and the services
to be rendered by the Company to VSNH during the term of this agreement
as hereinabove provided, VSNH agrees to purchase from the company through Amtorg, or Amtorg shall purchase
directly from the Company , within a period of
four (4) years from the date of execution of this agreement,
automobileparts and aggregates
equipment in cost to seventy-two thousand (72,000) K.D. Ford
cars and trucks, exclusive of tires, and the Company agrees to sell such parts and aggregates as Amtorg
shall, from time to time, order on the following
terms and conditions :
(a) During the 1st
year the equivalent in cost of six
thousand (6,000) K.D. cars.
During the 2nd year the equivalent in cost of eighteen
thousand (18,000) K.D. cars.
During the 3rd year the equivalent in cost of twenty-four
thousand (24,000) K.D. cars.
During the 4th year the equivalent in cost of twenty-four
thousand (24,000) K.D. cars.
(b) The purchase
may be distributed between complete cars
or trucks, K.D. cars or trucks, parts, materials and components
as VSNH or Amtorg may elect in accordance with the requirements
in the process of manufacture and use of Ford type automobiles
in the U.S.S.R., the sum total of such purchases to be not less
than the amount to be purchased in any given years hereinabove
provided for. In the event the amount of purchases made in any given year in excess of that stipulated in sub-division (a)hereof,
the amount of purchases required therein to be purchased
during subsequent years shall be reduced accordingly.
It is further understood that any manufactured or semi-manufactured
parts for Ford cars or trucks either for repair
or assembly purposed purchased outside of the U.S.S.R. by VSNH
during the life of this agreement shall be purchased exclusively from the Company complete and
(c) Prices for /
K.D. cars and trucks shall be at all times
be the lowest net export prices FOB. Factory charges by
the Company to its best and largest dealers, plus the actual
cost of packing and transportation to an Atlantic port,
less the cost of assembly thereof, for K.D. cars.
(d) The prices of assembly
units and parts shall be based
on the factory cost thereof and Amtorg shall pay therefor
during the time of this agreement, cost plus fifteen (15%)
percent. Within sixty (60) days from the date of
execution of this agreement
the Company shall furnish Amtorg with
a detailed list of factory costs of assembly units and
parts as such list shall be the basis of prices for the
first six months thereafter, a new list shall be furnished semi-annually.
(e) Amtorg shall
give schedule of its estimated requirements
to the Company for the first quarter two months prior thereto
and shall continue to do so for each quarter thereafter during
the time of this agreement. Whenever possible orders shall be placed in approximately equal monthly
quantities, it being understood,
nevertheless, that the quarterly schedule supplied by
Amtorg shall not be deemed an order for the quantities named,
but shall be subject to change in accordance with the requirements
of production in the U.S.S.R.,provided, however, that
the purchase for any given year shall not be less than indicated
in subdivision (a) thereof.
(f) Payment for merchandise
delivered by the Company on dock
shall be made in cash against presentation of the company’s
invoices and dock receipts of the port whereto the delivery is to be made.
(g) The Company shall not be responsible for delays
in delivery of merchandise due to strikes, accidents,
fires, or any other cause beyond its control.
(h) The Company will give
its usual warranties as to workmanship and material with all merchandise shipped to Amtorg.
8. The cars and trucks
of the Company imported complete or in units shall
be sold under their original trade-mark “FORD”. The cars and trucks to be manufactured in the U.S.S.R.
shall bear a plate indicating that they have been
made after the Ford models.
9. It is the intention
of VSNH that a special state corporation or trust
be organized in the U.S.S.R. for the purpose of manufacturing Ford “A”and Ford “AA” models
and upon the organisation of such corporation or trust all the
benefits to VSNH arising out of the terms of this agreement shall accrue in favour of such state corporation
or trust, and such corporation or trust shall assume
and fulfill all the obligations of VSNH hereunder.
10. VSNH agrees not
to export to countries outside of U.S.S.R. as now constituted,
Ford model ”A” and Ford model “AA” cars, trucks or parts manufactured
by it.
11. This agreement shall
be valid for a period of nine (9) years and shall
go into effect immediately upon the execution hereof.
12. Upon the termination
of this agreement any licenses granted to VSNH hereunder
shall become non-exclusive and VSNH or its assigns shall have the right to the use of all patents, inventions,
information and discoveries acquired by it
by virtue of this agreement, without any additional compensation or royalities.
13. Each of the parties
hereto will do their utmost to carry out the terms
and provisions of this agreement in the spirit thereof, so that successful and economical manufacture and
assembly of Ford Model “A” and “AA” cars and trucks
in the U.S.S.R. may be assured as soon as possible.
IN WITNESS WHEREOF, the
FORD MOTOR COMPANY has caused these presents to
be signed by the duly authorized officer and its corporate seal to be hereunto
affixed, the SUPREME COUNCIL OF NATIONAL ECONOMY OF U.S.S.R., has caused these presents to be executed by
Valery I Moehlank, its Vice-Chairman andduly
authorized representative, and ANTORG TRADING CORPORATION has caused these presents to be signed by
its duly authorized officer and its corporateseal
to be hereunto affixed.
| FORD
MOTOR COMPANY
by Peter E Martin
vice pres
Henry Ford |
SUPREME
COUNCIL: OF NATIONAL ECONOMY OF U.S.S.R.
byValery I Moehlank
vice-chairman |
SEAL
AMTORG TRADING CORPORATION
by Saul G Brou (Hard
to read)
President
In the presence of
Joseph Michael
Charles E Sorrensen
( cant be read)
( cant be read
( cant be read |
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